UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 26, 2005
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First Bancorp
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(Exact Name of Registrant as Specified in its Charter)
North Carolina 0-15572 56-1421916
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
341 North Main Street
Troy, North Carolina 27371
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(Address of Principal Executive Offices)
(Zip Code)
(910) 576-6171
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(Registrant's Telephone Number, including area code)
Not Applicable
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(Former Name or Address, if changed from last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[_] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
FIRST BANCORP
Index
Page
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Item 4.01 - Changes in Registrant's Certifying Accountant 3
Item 9.01 - Financial Statements and Exhibits 3
Signatures 4
2
Item 4.01 Changes in Registrant's Certifying Accountant
(a) On July 26, 2005, the Audit Committee of the Board of Directors of First
Bancorp ("Registrant") dismissed KPMG LLP ("KPMG") as principal
accountants for the Registrant, effective upon the completion of their
review of the Registrant's interim financial statements as of and for the
three and six month periods ended June 30, 2005. The audit committee of
Registrant approved the dismissal of KPMG.
The audit reports of KPMG on the consolidated financial statements of
Registrant as of and for the fiscal years ended December 31, 2004 and 2003
did not contain an adverse opinion or disclaimer of opinion, and were not
qualified or modified as to uncertainty, audit scope or accounting
principles. The audit reports of KPMG on management's assessment of the
effectiveness of internal control over financial reporting and the
effectiveness of internal control over financial reporting as of December
31, 2004 did not contain an adverse opinion or disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope or
accounting principles.
In connection with the audits for the two fiscal years ended December 31,
2004, and the subsequent interim period through August 1, 2005, (i)
Registrant had no disagreements with KPMG on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope
or procedures, which disagreements if not resolved to the satisfaction of
KPMG, would have caused KPMG to make reference in connection with their
opinion to the subject matter of the disagreement, and (ii) there were no
reportable events (as defined in Item 304(a)(1)(v) of Regulation S-K).
A letter from KPMG is attached hereto as Exhibit 16.
(b) On July 26, 2005, the Audit Committee of the Board of Directors of
Registrant approved the engagement of Elliot Davis, LLC as the new
independent registered public auditor of Registrant, effective immediately
after the filing of Registrant's Form 10-Q for the period ended June 30,
2005.
During the years ended December 31, 2004 and 2003, and through the date
hereof, Registrant has not consulted with Elliot Davis, LLC regarding any
of the matters or reportable events set forth in Items 304(a)(2)(i) and
(ii) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
1. Exhibit 16 - Letter from KPMG LLP dated August 1, 2005
3
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: August 1, 2005
FIRST BANCORP
By: /s/ James H. Garner
Name: James H. Garner
Title: President & Chief Executive Officer
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EXHIBIT INDEX
Exhibit Description
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Exhibit 16 Letter from KPMG LLP to the Securities
and Exchange Commission dated August 1, 2005
5