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UNITED STATES SECURITES 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) August 9, 2006
PEOPLES FINANCIAL CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Mississippi
(State or Other Jurisdiction of Incorporation)
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| 0-30050
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64-0709834 |
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| (Commission File Number)
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(IRS Employer Identification No.) |
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| 152 Lameuse Street Biloxi, MS
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39530 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
(228) 435-5511
(Registrant’s Telephone Number, Including Area Code)
(Former Name or Former Addresss, if Changed Since 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 (see
General Instructions A.2 below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230. 425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
( 17CFR 240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4( c) under the Exchange Act (17 CFR
240.13e-4( c))
TABLE OF CONTENTS
Item 5.02. Changes in and Disagreements with Accountants on Accounting and Financial
Disclosure
The firm of Piltz, Williams, LaRosa & Co. (“Piltz”) has been the independent public accountants for
Peoples Financial Corporation (the “Company”) since 1984. In January 2006, the Board of Directors
appointed Piltz to be the independent accountants for the year ended December 31, 2006, and this
appointment was ratified by the shareholders in April 2006.
On April 26, 2006, Peoples Financial Corporation was notified by Piltz that it intended to withdraw
from the 2006 engagement. During the entire length of the relationship between the Company and
Piltz, there have been no disagreements relating to accounting, audit or any other matters. This
action by Piltz is entirely related to internal staffing issues within the firm and does not
reflect any issues or events between the firm and the Company. The Company filed a Form 8-K on May
2, 2006, announcing these events.
Piltz served as the independent auditors for the Company until August 9, 2006, including the
issuance of review reports in connection with the Company’s Form 10-Q filings for March 31, 2006
and June 30, 2006. On August 9, 2006, Piltz notified the Company that it was officially
withdrawing as our independent accountants effective on that date.
See Exhibit 99.1 for withdrawal notification. A letter from Piltz to the
Commission confirming these events is attached hereto at
Exhibit 99.2.
After being informed by Piltz of their intention to withdraw, the Company initiated a formal
process to select an independent accounting firm for the years ended December 31, 2006, 2007 and
2008. On August 4, 2006, the Audit Committee of the Company selected Porter Keadle Moore (“PKM”)
of Atlanta, Georgia, as the new independent accountants. The Company has not consulted with PKM on
any matters at any time prior to their selection.
Item 9.01. Financial Statements and Exhibits.
| 99.1 |
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Withdrawal Notification from Piltz, Williams, LaRosa & Co. dated August 9, 2006 |
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| 99.2 |
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Letter to SEC from Piltz, Williams, LaRosa & Co. dated August 9, 2006 |
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.
Dated: August 9, 2006
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PEOPLES FINANCIAL CORPORATION |
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By: |
/s/ Chevis C. Swetman
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Chevis C. Swetman |
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Chairman, President and CEO |
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Exhibit 99.1:
Withdrawal Notification from Piltz, Williams, LaRosa & Co. dated August 9, 2006
Exhibit 99.2:
Letter to SEC from Piltz, Williams, LaRosa & Co. dated August 9, 2006