SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of Earliest Event Reported): April 26, 2005
SECURITY NATIONAL FINANCIAL CORPORATION
(Exact name of registrant as specified in this Charter)
Utah 0-9341 87-0345941
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
5300 South 360 West, Salt Lake City, Utah 84123
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (801) 264-1060
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Does Not Apply
(Former name or former address, if changed since last report)
ITEM 4.01 Changes in Registrant's Certifying Accountant.
On April 26, 2005, Tanner LC ("Tanner") resigned as the independent
accountants of Security National Financial Corporation (the "Company"). The
resignation by Tanner was due to the five-year partner rotation requirement
mandated by the Sarbanes-Oxley Act and the determination by Tanner that in the
future it would be unable to maintain the necessary industry expertise to
continue as the independent accountants for the Company (a letter from Tanner is
attached to this filing as an exhibit). Because Tanner resigned as the Company's
independent accountants, the Company's audit committee had no alternative but to
accept such resignation by Tanner.
During the fiscal years ended December 31, 2004 and 2003 and the subsequent
interim period preceding the cessation of the relationship with Tanner, there
were no disagreements (as defined in Item 304(a)(1)(iv) of Regulation S-K) with
Tanner on any matter of accounting principles or practices, financial statement
disclosure or auditing scope or procedures or any reportable events (as
described in Item 304(a)(1)(v) of Regulation S-K), which disagreement, if not
resolved to the satisfaction of the former accountants, would have caused it to
make reference to the subject matter of the disagreement in connection with its
report. In addition, the reports by Tanner on the balance sheet as of December
31, 2004, and the related statements of operations, stockholders' equity, and
cash flows for each of the two years in the period ended December 31, 2004, did
not contain an adverse opinion or a disclaimer of opinion and were not qualified
or modified as to uncertainty, audit scope or accounting principles.
Pursuant to Item 304 of Regulation S-K, the Company submitted a copy of
this amended Form 8-K to Tanner prior to filing with the Commission.
ITEM 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Tanner LC dated April 26, 2005 confirming cessation of the
independent auditor relationship.
16.2 Letter from Tanner LC dated June 6, 2005 agreeing with the statements in
the amended Form 8-K/A.
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.
SECURITY NATIONAL FINANCIAL CORPORATION
(Registrant)
Date: June 6, 2005 By: /s/ Scott M. Quist
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Scott M. Quist
President and Chief Operating Officer
Exhibit 16.1
[Tanner LC Letterhead]
April 16, 2005
Mr. Scott M. Quist
President and Chief Operating Officer
Security National Financial Corporation
5300 South 360 West, Suite 250
Salt Lake City, UT 84123
Dear Mr. Quist:
This is to confirm that the client-auditor relationship between Security
National Financial Corporation (Commission File Number 0-9341) and Tanner LC,
independent registered public accounting firm, has ceased.
Sincerely,
/s/ Tanner LC
cc: Office of the Chief Accountant
PCAOB Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, NW
Washington, DC 20549
Exhibit 16.2
[Tanner LC Letterhead]
June 6, 2005
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements included under Item 4.01 in the Form 8-K/A dated
June 6, 2005, of Security National Financial Corporation to be filed with the
Securities and Exchange Commission and are in agreement with the statements
therein insofar as they relate to our firm.
Very truly yours,
/s/ Tanner LC
MACKEY PRICE THOMPSON & OSTLER
A Professional Corporation
Attorneys and Counselors at Law
American Plaza II
57 West 200 South, Suite 350
Salt Lake City, UT 84101-3663
Telephone 801-575-5000
Fax 801-575-5006
Randall A. Mackey
rmackey@mpwlaw.com
June 7, 2005
VIA FEDERAL EXPRESS
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W., Mail Stop 0408
Judiciary Plaza
Washington, D.C. 20549
Attn: Benjamin Phippen
Staff Accountant
Re: Security National Financial Corporation - Amendment No.1 to Form 8-K,
as filed on May 3, 2005, File No. 000-09341
Ladies and Gentlemen:
In connection with the above-captioned Form 8-K (the "Form 8-K"), we
enclose the following with the Securities and Exchange Commission (the
"Commission") for review on behalf of Security National Financial Corporation
(the "Company"):
A. Two conformed copies of Amendment No. 1 (the "Amendment") to the Form 8-K,
including exhibits; and
B. Two additional conformed copies of Amendment No. 1 to the Form 8-K, which
have been marked to indicate changes from the Form 8-K filed with the
Commission on May 3, 2005.
It should be noted that the Company electronically filed the Amendment to the
Form 8-K via the Edgar system on June 7, 2005.
We are also enclosing a copy of the comment letter dated May 31, 2005,
which we received from the staff of the Commission. The following responses to
the comments are tied to the numbered paragraphs on the enclosed comment letter.
1. The Form 8-K has been revised to state that Tanner LC ("Tanner")
resigned as the independent accountants of the Company due to the five-year
partner rotation requirement mandated by the Sarbanes-Oxley Act and the
determination by Tanner that in the future it would be unable to maintain the
necessary industry expertise to continue as the Company's independent
accountants.
2. Because Tanner resigned as the Company's independent accountants, the
Company's audit committee had no choice but to accept such resignation by
Tanner. However, the Company's audit committee approved the engagement of
Hansen, Barnett & Maxwell, P.C. ("Hansen") as the new independent accountants to
replace Tanner.
3. The Company reported engagement of Hansen in a Form 8-K that was filed
with the Securities and Exchange Commission on May 25, 2005. The disclosures in
the May 25, 2005 Form 8-K about consultations with Hansen were made through the
date of engagement.
4. In response to this comment, a letter from Tanner, the Company's former
independent accountants, addressing the revised disclosures have been included
as Exhibit 16 to an amended Form 8-K. The amended Form 8-K, or Form 8-K/A,
includes the Item 4 designation.
The Company has prepared Amendment No. 1 to the Form 8-K in an effort to
respond to the comments from the staff. Any additional comments or questions
should be directed to Randall A. Mackey, Esq, at (801) 575-5000, counsel for the
Company.
Very truly yours,
/s/ Randall A. Mackey
Randall A. Mackey
Enclosures
cc: Scott M. Quist (w/encls.)
G. Robert Quist (w/encls.)
Stephen M. Sill (w/encls.)
Virgil R. Pugsley (w/encls.)
Douglas J. Hansen