V F CORP /PA/
8-K, 1995-07-20
MEN'S & BOYS' FURNISHGS, WORK CLOTHG, & ALLIED GARMENTS
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<PAGE>   1





                       SECURITIES AND EXCHANGE COMMISSION
                            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 JULY 17, 1995


                      -----------------------------------


                                V.F. CORPORATION
               (Exact name of registrant as specified in charter)


   PENNSYLVANIA                    1-5256                   23-1180120         
  (State or other                (Commission                (IRS Employer      
  jurisdiction of                 File Number)              identification no.)
  incorporation)                                                               
                                                                               
                          
                              1047 NORTH PARK ROAD
                             WYOMISSING, PA  19610
                    (Address of principal executive offices)


                                 (610) 378-1151
              (Registrant's telephone number, including area code)





                               Page 1 of 5 Pages
                            Exhibit Index on Page 4
<PAGE>   2
ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

         (a)     On July 17, 1995, V.F. Corporation (the "Company") replaced
Ernst & Young LLP ("E & Y") as the principal accountants to audit the Company's
financial statements, effective July 18, 1995.  The action was approved by the
Audit Committee of the Company's Board of Directors.

         E & Y's report on the Company's financial statements for fiscal years
1993 and 1994 did not contain any adverse opinion, disclaimer of opinion or
qualification or modification as to uncertainty, audit scope or accounting
principles.

         During fiscal years 1993 and 1994 and the interim period subsequent to
fiscal year 1994, there were no disagreements between the Company and E & Y on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of E & Y, would have caused it to make a reference to the subject
matter of the disagreements in connection with its report.

         During fiscal years 1993 and 1994 and the interim period subsequent to
fiscal year 1994, E & Y did not advise the Company (1) that the internal
controls necessary for the Company to develop reliable financial statements do
not exist, or (2) that information has come to E & Y's attention that has led
it to no longer be able to rely on management's representations or that has
made it unwilling to be associated with the financial statements prepared by
management, or (3)(A) of the need to expand significantly the scope of its
audit, or that information has come to E & Y's attention during such period
that, if further investigated, may (i) materially impact the fairness or
reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to fiscal year 1994 (including
information that may prevent it from rendering an unqualified audit report on
those financial statements), or (ii) cause E & Y to be unwilling to rely on
management's representations or be associated with the Company's financial
statements, and (B) due to E & Y's dismissal, or for any other reason, E & Y
did not so expand the scope of its audit or conduct such further
investigations, or (4)(A) that information has come to E & Y's attention that
it has concluded materially impacts the fairness or reliability of either a
previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the fiscal periods
subsequent to fiscal year 1994 (including information that, unless resolved to
E & Y's satisfaction, would prevent it from rendering an unqualified audit
report on those financial statements), and (B) due to E & Y's dismissal, or for
any other reason, the issue has not been resolved to E & Y's satisfaction prior
to its dismissal.

         (b)     On July 17, 1995, the Company engaged Coopers & Lybrand L.L.P.
as the principal accountants to audit the Company's financial statements,
effective July 18, 1995.  The action was approved by the Audit Committee of the
Company's Board of Directors.  During fiscal years 1993 and 1994 and the
interim period subsequent to fiscal year 1994, neither the Company nor anyone
on its behalf consulted Coopers & Lybrand L.L.P. regarding either the
application of accounting principles to a specified transaction, either
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report nor oral
advice was provided to the Company by Coopers & Lybrand L.L.P.


                                      2
<PAGE>   3
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

        (c)     Exhibit 16 - Letter re: change in certifying accountant.





                                   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.


                                        V.F. CORPORATION


                                        By: /s/ F. C. Pickard
                                            ----------------------------
                                            Frank C. Pickard III
                                            Vice President - Treasurer



                                        Date:  July 19, 1995            
                                              --------------------------




                                       3
<PAGE>   4
                                 EXHIBIT INDEX


<TABLE>
<CAPTION>
Exhibit                                                                              Page
- -------                                                                              ----
<S>              <C>                                                                   <C>
16               Letter from Ernst & Young LLP dated July 19, 1995                     5
                 to the Commission

</TABLE>




                                       4

<PAGE>   1
Exhibit 16 to Form 8-K


                        [Ernst & Young LLP letterhead]



July 19, 1995



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.


Gentlemen:

We have read Item 4 of Form 8-K dated July 19, 1995 of VF Corporation and are
in agreement with the statements contained in paragraphs two, three and four on
page 2 therein.

To avoid any potential confusion that could arise from the manner in which the
Registrant phrased the disclosure in paragraph four, page 2 to Item 4(a) of
Form 8-K, we have been informed by management of the Company that it intended
to convey that there were no "reportable events" as that term is defined in
Item 304(a)(1)(v) of Regulation S-K, and we agree therewith.

In addition, we have no basis to agree or disagree with other statements of the
registrant contained in the first and last paragraph on page 2 of the above
referenced filing.


                                                /s/ Ernst & Young LLP




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