As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

11/27/06  Texas Regional Bancshares Inc     8-K/A:4,9  11/10/06    2:34K                                    Merrill Corp-MD/FA

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K/A       Amendment to Form 8-K                               HTML     28K 
 2: EX-16.1     Letter re: Change in Certifying Accountant          HTML      8K 

Explanatory Note:  This Form 8-K/A is being filed solely to correct typographical errors and to file a letter from the Company’s former accountants stating whether or not it agrees with the statements contained in Item 4.01 of this Form 8-K/A.

Item 4.01                                             Changes in Registrant’s Certifying Accountant.

On November 10, 2006, Texas Regional Bancshares, Inc. (the Company) completed its merger with Banco Bilbao Vizcaya Argentaria, S.A. (BBVA).  In connection with the merger, the Company dismissed KPMG LLP as its principal accountants.  Effective as of November 10, 2006, the Company appointed the public accounting firm of PricewaterhouseCoopers LLP, independent accountant of BBVA USA, as the new independent accountant of the Company.  The dismissal of KPMG LLP and related appointment of PricewaterhouseCoopers LLP as the Company’s independent accountant were each effective upon closing of the merger with BBVA on November 10, 2006.  On November 6, 2006, the changes in principal accountants, subject to the successful completion of the merger, were approved by the Company’s Audit Committee.  The Company has not engaged PricewaterhouseCoopers LLP on any matter prior to engaging the firm as the Company’s independent accountant, other than in connection with preparation of tax returns for a conduit entity sponsored by the Company.

KPMG LLP’s audit reports on the Company’s consolidated financial statements as of and for the years ended December 31, 2004 and 2005 included in the Form 10-K, as filed by the Company with the SEC, did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles.  The audit reports of KPMG LLP on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004 and 2005 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles.

In connection with the audits of the Company’s two fiscal years ended December 31, 2005, and the subsequent interim period through November 10, 2006, there were no disagreements between the Company and KPMG LLP on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreements, if not resolved to the satisfaction of KPMG LLP, would have caused them to make reference in connection with their opinion to the subject matter of the disagreement.  In addition, in connection with the audits of  the Company’s two fiscal years ended December 31, 2005, and the subsequent interim period through November 10, 2006, there were no “reportable events” as that term is defined for purposes of Item 304(a)(1)(v) of Regulation S-K.

The Company has provided KPMG LLP with a copy of this Form 8-K/A prior to its filing with the Securities and Exchange Commission (the Commission) and has requested that KPMG LLP furnish it with a letter addressed to the Commission stating whether or not KPMG LLP agrees with the statements made by the Company in response to this Item 4.01.  A copy of such letter is attached hereto as Exhibit 16.1.

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Item 9.01		Financial Statements and Exhibits.
(d)		Exhibits.
16.1		Letter from KPMG LLP to the Commission dated November 27, 2006.

 

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SIGNATURE

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.

 

		TEXAS REGIONAL BANCSHARES, INC.
		(Registrant)
November 27, 2006		/s/ G.E. Roney
		Glen E. Roney
		Chairman of the Board, President
		& Chief Executive Officer

 

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EXHIBIT INDEX

Exhibit No.		Description
16.1		Letter from KPMG LLP to the Commission dated November 27, 2006.

 

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