Table of Contents

Table of Contents

Table of Contents

Table of Contents

~~Table~~SECURITIES ofAND ~~Contents~~EXCHANGE COMMISSION

~~SECURITIES AND EXCHANGE COMMISSION WASHINGTON~~Washington, D.C. 20549

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) ~~JANUARY~~FEBRUARY 202, 2004

WESTERN UNITED HOLDING COMPANY

(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

Washington (STATE OR OTHER JURISDICTION OF INCORPORATION) 1-~~131576~~31576 (COMMISSION FILE NUMBER) 73-1642091 (I.R.S. EMPLOYER IDENTIFICATION NO.)

601 West First Avenue, ~~Department 115000,~~ Spokane, Washington (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) 99201 (ZIP CODE)

(509) 838-2500 REGISTRANT’S TELEPHONE NUMBER, INCLUDING AREA CODE

(FORMER NAME OR FORMER ADDRESS IF CHANGED SINCE LAST REPORT)

~~TABLE~~ITEM OF3. ~~CONTENTS~~Bankruptcy or Receivership

	ITEM 4. Changes in Registrant’s Certifying Accountant.
	ITEM 5. Other Events and Regulation FD Disclosure
	ITEM 6. Resignations of Registrant’s Directors
	ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits
	ITEM 9. Regulation FD Disclosure
SIGNATURE
EXHIBIT INDEX
EX-16.1 Letter to the SEC

On February 4, 2004, the Registrant’s parent company, Metropolitan Mortgage & Securities Co., Inc. filed a voluntary petition for reorganization under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Eastern District of Washington (Case No. 04-00757). Neither the Registrant nor its wholly owned subsidiary, Western United Life Assurance Company (“WULAC”), was included in the bankruptcy filing and WULAC is continuing its operations under the supervision of the Washington State Office of the Insurance Commissioner.

~~Table~~ITEM of5. ~~Contents~~Other Events and Regulation FD Disclosure.

~~ITEM~~On 4February 2, 2004, the Registrant announced the resignation of John Van Engelen as the Registrant’s Chairman, President, Chief Executive Officer, and as a member of the Registrant’s Board of Directors. ~~Changes~~Mr. Van inEngelen simultaneously resigned as President of the Registrant’s ~~Certifying~~wholly ~~Accountant~~owned subsidiary, Western United Life Assurance Company (“WULAC”), and as a member of WULAC’s Board of Directors. The Registrant further announced the resignation of Sam Smith from the Registrant’s Board of Directors and from the Board of Directors of WULAC. Neither Mr. Van Engelen nor Mr. Smith provided the Registrant with a letter describing any disagreement that would have required disclosure pursuant to Item 6 of Form 8-K.

OnSimultaneous ~~January 20,~~with ~~2004,~~the ~~Ernst~~resignations &of ~~Young~~Mr. Van ~~LLP~~Engelen ~~(“Ernst~~and &Mr. Smith, ~~Young”) resigned as~~ the Registrant’s ~~independent~~announced ~~auditor.~~the Inappointment ~~connection~~of ~~with~~Stephen ~~its~~Corker ~~resignation,~~as ~~Ernst~~Chairman ~~& Young~~of ~~has~~the ~~withdrawn~~Board of ~~its~~Directors ~~independent auditors’ reports~~ for both the Registrant~~’s fiscal~~ ~~years~~and ~~ended~~WULAC. ~~September 30~~In addition, ~~1999~~the ~~through~~Registrant announced ~~September 30,~~the ~~2002.~~election ~~The~~of ~~audit committee~~Dale ofWhitney to the ~~Registrant’s~~Boards ~~Board~~ of Directors ~~did~~of ~~not~~the Registrant ~~participate~~and inWULAC, ~~Ernst~~and ~~& Young~~Mr. Whitney’s ~~decision~~appointment toas ~~resign~~President asof the Registrant’s ~~independent~~and ~~auditor~~WULAC.

~~Ernst~~A &copy ~~Young’s~~of ~~independent auditor reports for~~ the Registrant’s ~~last~~press ~~two fiscal~~release ~~years~~dated ~~ended September~~February 302, ~~2002~~2004, ~~have not contained an adverse opinion or~~furnished apursuant ~~disclaimer~~to ~~of opinion~~Regulation FD, ~~have~~is ~~not~~attached ~~been qualified or modified as~~ to ~~uncertainty, audit~~this ~~scope~~Current orReport ~~accounting~~on ~~principles,~~Form ~~although~~8-K ~~those reports have now been~~as ~~withdrawn~~Exhibit 99.1

InITEM ~~connection~~7. ~~with~~Financial ~~its~~Statements ~~audits for the Registrant’s two most recently completed fiscal years ended September 30, 2002~~ and ~~the subsequent interim~~Exhibits ~~period through January 20, 2004, there have been no disagreements with Ernst &~~ ~~Young on any matter of accounting principles or practices, financial statement~~ disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of Ernst & Young, would have caused Ernst & Young to make reference thereto in their reports on the Registrant’s financial statements for such years or periods, although those reports have now been withdrawn.

In connection with its resignation, Ernst & Young informed the Registrant’s audit committee that it believed there is a material weakness in the Registrant’s internal controls. Specifically, Ernst & Young indicated that certain members of Registrant’s senior management had misrepresented facts and failed to make known all relevant information concerning an identified transaction occurring in the fiscal year ended September 30, 2002, resulting in incorrect accounting treatment for that transaction. Further, Ernst & Young informed the Registrant’s audit committee of its conclusion that the Registrant’s control environment is insufficient to deter instances where senior management may misrepresent facts or withhold otherwise relevant information.

~~In connection with its resignation, Ernst & Young has indicated to the~~SIGNATURE ~~Registrant’s audit committee that it is unwilling to rely on management’s~~ ~~representations or to be associated with the Registrant’s financial statements.~~ ~~Further, Ernst & Young has informed the Registrant’s audit committee that the~~ circumstances surrounding its decision to resign materially impact the ability to rely on its previously issued independent auditor reports and the fairness of the financial statements underlying those reports.

~~The~~Pursuant ~~Registrant~~to ~~has~~the ~~requested~~requirements ~~that~~of ~~Ernst & Young furnish it with a letter addressed to~~ the Securities ~~and~~ Exchange ~~Commission~~Act ~~stating~~of ~~whether~~1934, orthe Registrant ~~not~~has ~~it agrees~~duly ~~with~~caused ~~the~~this ~~above~~report ~~statements.~~to Abe ~~copy~~signed ofon ~~such~~its ~~letter,~~behalf ~~dated~~by ~~January 26,~~the ~~2004,~~undersigned ishereunto ~~filed~~duly ~~herewith as Exhibit 16~~authorized.1.

ITEM 5. Other Events and Regulation FD Disclosure


	By:	/s/ Reuel Swanson

		Reuel Swanson Secretary
Dated: February 9, 2004

OnEXHIBIT ~~December 15, 2003, the Registrant’s preferred stock were suspended from~~INDEX ~~trading on the American Stock Exchange. The suspension of trading in the~~ ~~Registrant’s securities was effected pending a determination by the Exchange~~ whether to delist the Company’s securities. While the Registrant had previously announced its intent to appeal the delisting of its shares, the Registrant has concluded that any such appeal is unlikely to be beneficial to the Registrant or the holders of its securities. Accordingly, the Registrant intends to request a voluntary delisting of its preferred shares from the American Stock Exchange.

ITEM 6. Resignations of Registrant’s Directors


Exhibit No.		Document Description

99.1		Press Release dated February 2, 2004

On January 23, 2004, Samuel H. Smith resigned from the Registrant’s Board of Directors. Mr. Smith did not provide the Registrant with a letter describing any disagreement on any matter relating to the Registrant’s operations, policies or practices. Following the resignation of Mr. Smith, the Registrant’s Board of Directors consists of John Van Engelen; Robert Stephen Corker; Reuel Swanson; Gary Brajcich; Irv Marcus; and John Trimble.

ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits

16.1 Letter to the Securities and Exchange Commission from Ernst & Young LLP dated January 26, 2004.

ITEM 9. Regulation FD Disclosure

The Registrant issued the following press release on January 22, 2004:

CONTACT: MARY KELLER MARKET DEVELOPMENT & EXTERNAL AFFAIRS (509) 835-2811

WESTERN UNITED HOLDING COMPANY ANNOUNCES RESIGNATION OF INDEPENDENT AUDITORS AND LIKELY RESTATEMENT OF FINANCIAL STATEMENTS FOR FISCAL YEAR 2002

Spokane, Wash. — January 22, 2004 — Western United Holding Company (AMEX: WUC.pr) (the “Company”), today announced that Ernst & Young LLP has resigned as the Company’s independent auditors and from its position as statutory auditor of the Company’s wholly owned subsidiary, Western United Life Assurance Company, effective January 20, 2004. Following notification of this decision by Ernst & Young, the Audit Committee began the process of conducting a search for new independent auditors. In connection with its resignation, Ernst & Young indicated that it had concluded there were material misstatements in the Company’s financial statements for the fiscal year ended September 30, 2002 and it could not rely on the representations of management made in connection with its prior audits and reviews. As a result, Ernst & Young indicated it was withdrawing its independent auditor reports for all periods during which it has provided services to the Company. Accordingly, investors should not rely on the Company’s previously issued financial statements for periods for the fiscal years ended September 30, 1999 through September 30, 2002 and each of the quarters within the nine-month period ended June 30, 2003.

The particular transaction identified by Ernst & Young involved the Company’s recognition of gain from the sale of real estate. The amount involved in that transaction is under review by the Committee, but it is believed to range from $8 to $12 million.

As part of the Company’s review of the accounting for this transaction, the Audit Committee is also planning to review certain other transactions identified by management. Company management believes that it will be necessary to restate its financial results for the identified transaction and any other accounting adjustments for any other transactions that may be identified in the process of the Committee’s review. Pending the outcome of the Committee’s inquiry and the circumstances currently faced by the Company, it is difficult to assess the ultimate effect of this transaction and the ultimate impact of these matters on the Company’s financial condition and the condition of its indirectly, wholly owned subsidiary, Western United Life Assurance Company.

As part of its investigation, the Audit Committee has special outside counsel and an advisor to assist in its efforts. The final accounting and actual results of any restatement will be disclosed following completion of the Company’s review. “We are committed to conducting a full investigation into this matter,” said Bill Smith, the Company’s Chief Financial Officer, “and we are working diligently to identify and correct any errors which may have occurred.”

The Company does not have any comment on the matters disclosed today by Metropolitan Mortgage & Securities Co., Inc. or Summit Securities, Inc.

Consistent with the rules of the Securities and Exchange Commission, the Company will shortly be filing a current report on Form 8-K providing further information regarding the resignation of Ernst & Young. Statements made in this news release that are not historical facts are forward-looking statements. Actual results may differ materially from those projected in any forward-looking statement. Specifically, there are a number of important factors that could cause actual results to differ materially from those anticipated, such as the results of the Company’s ongoing review and the direct and indirect consequences of that inquiry. Additional information on these and other factors, which could affect the Company’s financial results, are included in its Securities and Exchange Commission filings. Finally, there may be other factors not mentioned above or included in the Company’s SEC filings that may cause actual results to differ materially from any of the results projected in any forward-looking statement. You should not place undue reliance on these forward-looking statements. The Company assumes no obligation to update any forward-looking statements as a result of new information, future events or developments, except as required by securities laws.

Source: Western United Holding Company

# # #

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.

WESTERN UNITED HOLDING COMPANY By: /s/ Reuel Swanson Reuel Swanson, Secretary

Dated: January 26, 2004

EXHIBIT INDEX

EXHIBIT NUMBER		DESCRIPTION
16.1		Letter to the Securities and Exchange Commission from Ernst & Young LLP dated January 26, 2004.

Exhibit No.

Document Description

Press Release dated February 2, 2004, furnished pursuant to Regulation FD.

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