UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
October 30, 2012
Diamond Hill Investment Group, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Ohio
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(State or Other Jurisdiction of Incorporation)
000-24498 65-0190407
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(Commission File Number) (I.R.S. Employer Identification No.)
325 John H. McConnell Blvd, Suite 200, Columbus, Ohio 43215
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (614) 255-3333
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(Former Name or Former Address, 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:
[ ] 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))
Item 4.01. Changes in Registrant's Certifying Accountant
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(a), (b) The Audit Committee of the Board of Directors (the "Audit Committee")
of Diamond Hill Investment Group, Inc. (the "Company") recently conducted a
comprehensive process to determine the Company's independent registered public
accounting firm for the Company's 2012 fiscal year. The Audit Committee invited
eight accounting firms to participate in this process, including Plante & Moran
PLLC ("Plante & Moran"), the Company's independent registered public accounting
firm since November 2005. As a result of this process and following careful
deliberation, on October 24, 2012, the Audit Committee approved the engagement
of KPMG LLP ("KPMG"), as the Company's independent registered public accounting
firm for the Company's fiscal year ending December 31, 2012. On October 25,
2012, Plante & Moran was informed that it had been dismissed as the Company's
independent registered public accounting firm. KPMG's engagement and Plante &
Moran's dismissal are effective upon the filing of the Company's September 30,
2012 Form 10-Q, which is expected to be filed on or about Friday, November 2,
2012.
Plante & Moran's reports on the Company's consolidated financial statements for
the fiscal years ended December 31, 2010 and December 31, 2011 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. Plante &
Moran's reports on the effectiveness of internal control over financial
reporting as of December 31, 2010 and 2011 did not contain any adverse opinion
or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2010 and December 31, 2011 and in
the subsequent interim period through the date of this Current Report on Form
8-K (the "Form 8-K"), there were (i) no disagreements between the Company and
Plante & Moran on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which if not resolved to
Plante & Moran's satisfaction, would have caused Plante & Moran to make
reference to the subject matter of the disagreement in connection with its
reports for such years and interim period, and (ii) no "reportable events"
within the meaning of Item 304(a)(1)(v) of Regulation S-K.
During the fiscal years ended December 31, 2010 and December 31, 2011 and in
the subsequent interim period through the date of this Form 8-K, neither the
Company nor anyone on its behalf has consulted with KPMG regarding (i) the
application of accounting principles to a specified transaction, either
completed or proposed, (ii) the type of audit opinion that might be rendered
on the Company's financial statements, (iii) any matter that was the subject
of a "disagreement" within the meaning of Item 304(a)(1)(iv) of Regulation
S-K, or (iv) any "reportable event" within the meaning of Item 304(a)(1)(v)
of Regulation S-K.
In accordance with Item 304(a)(3) of Regulation S-K, the Company has provided
Plante & Moran with a copy of the disclosures the Company is making in this
Form 8-K prior to the time the Form 8-K was filed with the Securities and
Exchange Commission (the "SEC"). The Company requested that Plante & Moran
furnish the Company with a letter addressed to the SEC stating whether or not
Plante & Moran agrees with the statements made herein. A copy of such letter,
dated October 29, 2012, is filed as Exhibit 16.1 hereto.
Item 9.01 Financial Statements and Exhibits
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(c) Exhibits
Exhibit No. Document
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16.1 Letter from Plante & Moran PLLC to the Securities and Exchange
Commission dated October 29, 2012.
SIGNATURES
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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.
DIAMOND HILL INVESTMENT GROUP, INC.
Date: October 30, 2012 By: /s/ James F. Laird
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James F. Laird, Chief Financial
Officer and Secretary