Item 4.01 Changes in Registrant's Certifying Accountant.
On January 22, 2009, the Audit Committee of the Board of Directors of W Holding
Company, Inc. (NYSE: "WHI") (the "Company"), the bank holding company of
Westernbank Puerto Rico (the "Bank"), determined not to reappoint Deloitte &
Touche LLP ("Deloitte") as the Company's independent registered public
accounting firm for the fiscal year ended December 31, 2008 or any quarterly
periods therein. However, Deloitte has been engaged to serve as the Company's
independent registered public accounting firm to audit the Company's financial
statements for the three years ended December 31, 2007.
As previously reported under Item 4.02(a) on Forms 8-K filed on February 6, 2008
and August 28, 2008, the Company has concluded that the financial statements for
the fiscal years ended December 31, 2006 and 2005, the related reports of its
independent registered public accounting firm, as well as the previously filed
interim unaudited financial statements for the fiscal quarters ended March 31,
June 30, and September 30, 2006 and March 31, 2007, should no longer be relied
upon and that the Company would be restating these previously issued financial
statements. Additionally, the Company reported on Form 8-K that there were
certain matters in the Company's internal controls requiring corrective action
which individually or in combination, would be considered material weaknesses in
the Company's system of internal control. The Company's review of internal
controls is ongoing. Except as discussed below, during the fiscal years ended
December 31, 2006 and 2005 and subsequent interim period through January 28,
2009 there were no disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope of
procedure, which disagreement, if not resolved to the satisfaction of Deloitte,
would have caused it to make reference to the subject matter of the disagreement
in connection with its report.
With regards to the fiscal year ended December 31, 2005, there were
disagreements, which were satisfactorily resolved, concerning whether the
correction of certain errors required the restatement of previously issued
financial statements and over the classification as material weaknesses of
control deficiencies relating to the matters involved in the restatement. The
Company's audit committee discussed these disagreements with Deloitte. The
Company has authorized Deloitte to respond fully to the inquiries of the
successor auditor concerning the matter of each of such disagreements.
The Company has not completed the preparation of its restated financial
statements. Accordingly, the Company will provide additional information
required to be provided by Item 304(a)(1)(ii), (iv), or (v) of Regulation S-K,
as applicable, by amendment to this Form 8-K following the completion of the
Company's financial statements for the three years ended December 31, 2007.
As of January 28, 2009, the Audit Committee of the Board of Directors has
engaged BDO Seidman, LLP ("BDO Seidman") as its independent registered public
accounting firm for the audit of the Company's fiscal year 2008 financial
statements. The Company has not consulted with BDO Seidman on any matters during
the two most recent fiscal years.
Mr. Hector Del Rio, Chairman of the Audit Committee of the Company's Board of
Directors stated, "We are pleased to have been with Deloitte, in a relationship
of over two decades. As we move forward, the Audit Committee has determined that
BDO Seidman is in the best position to serve the Company as its independent
registered public accounting firm."
BDO Seidman, LLP is a national professional services firm providing assurance,
tax, financial advisory and consulting services to private and publicly traded
businesses, serving clients through 37 offices. BDO Seidman is a Member Firm of
BDO International, which is the fifth largest accounting and consulting
organization in the world, serving clients by leveraging a global network of
resources comprised of more than 600 member firm offices in 105 countries.
The Company furnished a copy of this Form 8-K to Deloitte and requested that
Deloitte furnish it with a letter addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company in
this Current Report. A copy of the letter furnished in response to that request
is filed as Exhibit 16.1 hereto.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits
Exhibit No. Description
16.1 Letter from Deloitte & Touche LLP, dated January 30, 2009