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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): February 23, 2006
WESTWOOD HOLDINGS GROUP, INC.
(Exact name of registrant as specified in charter)
Delaware 001-31234 75-2969997
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
200 Crescent Court, Suite 1200
Dallas, Texas 75201
(Address of principal executive offices)
(214) 756-6900
(Registrant's telephone number, including area code)
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 Instruction A.2. below):
[ ] 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))
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ITEM 4.01: CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Dismissal of Deloitte & Touche LLP
On February 23, 2006, the Audit Committee of the Board of Directors of Westwood
Holdings Group, Inc. (the "Company") dismissed Deloitte & Touche LLP as its
independent auditor and appointed Grant Thornton LLP as its independent auditor
for the year ending December 31, 2006. Although stockholder action on this
matter is not required, the appointment of Grant Thornton LLP is being
recommended to the stockholders for ratification at the Company's annual meeting
of stockholders on April 27, 2006.
Deloitte & Touche LLP's reports on the Company's consolidated financial
statements for the fiscal years ended December 31, 2005 and 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. In connection
with the audit of the consolidated financial statements of the Company for the
years ended December 31, 2005 and 2004 and through the date hereof, there were
no disagreements with Deloitte & Touche LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to Deloitte & Touche LLP's
satisfaction, would have caused Deloitte & Touche LLP to make a reference to the
subject matter of the disagreements in connection with its reports. During the
years ended December 31, 2005 and 2004, and during the subsequent interim period
through the date hereof, there have been no reportable events, as defined in
Item 304(a)(l)(v) of Regulation S-K.
The Company requested that Deloitte & Touche LLP furnish it a letter addressed
to the Commission stating whether it agrees with the above statements. A copy of
that letter is filed as an Exhibit to this Form 8-K.
(b) Appointment of Grant Thornton LLP
During the two most recent fiscal years and the interim period preceding the
appointment of Grant Thornton LLP, the Company did not consult Grant Thornton
LLP regarding any matter described in Item 304(a)(2)(i) or (ii) of Regulation
S-K.
ITEM 9.01: FINANCIAL STATEMENTS AND EXHIBITS
(d) Exhibits: The following exhibits are furnished with this report:
Exhibit Number Description
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16.1 Letter from Deloitte & Touche LLP dated February 24, 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.
Date: February 27, 2006
WESTWOOD HOLDINGS GROUP, INC.
By: /s/ William R. Hardcastle, Jr.
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William R. Hardcastle, Jr.,
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description
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16.1 Letter from Deloitte & Touche LLP dated February 24, 2006
Exhibit 16.1 February 24, 2006 Securities and Exchange Commission 100 F. Street, N.E. Washington, D.C. 20549-7561 Dear Sirs/Madams: We have read Item 4.01(a) of the Westwood Holdings Group, Inc. Form 8-K dated February 23, 2006, and we agree with the statements made therein. Yours truly, /s/ Deloitte & Touche LLP - ------------------------- Deloitte & Touche LLP