SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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, 1998
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AGRITOPE, INC.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
000-23531
(Commission File No.)
93-0820945
(IRS Employer Identification No.)
8505 S.W. Creekside Place
Beaverton, Oregon 97008
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
(503) 670-7702
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Item 4. Changes in Registrant's Certifying Accountant
(a) Effective February 23, 1998, Agritope dismissed its prior
independent accountant, Price Waterhouse LLP ("Price Waterhouse"). The
decision to change accountants was recommended by Agritope's Audit
Committee and was approved by its Board of Directors.
Price Waterhouse's reports on Agritope's financial statements for the
last two fiscal years did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty,
audit scope or accounting principles, except that Price Waterhouse's
report on the financial statements for the year ended September 30,
1997 included an explanatory paragraph regarding a change in the basis
of presentation of such financial statements from those previously
issued.
During the audits for the last two fiscal years and through the
subsequent interim periods to the date hereof, there were no
disagreements between Agritope and Price Waterhouse on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreements, if not resolved to
the satisfaction of Price Waterhouse, would have caused it to make a
reference to the subject matter of the disagreements in connection with
its reports.
Agritope has requested that Price Waterhouse furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or
not it agrees with the above statements. A copy of such letter, dated
February 27, 1998, is filed as Exhibit 16 to this Form 8-K.
(b) Effective February 23, 1998, Agritope engaged Arthur Andersen as its
principal accountant. During the last two fiscal years and the
subsequent interim period to the date hereof, Agritope did not consult
Arthur Andersen regarding any of the matters or events set forth in
Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16. Letter dated February 27, 1998 from Price Waterhouse
LLP to the Securities and Exchange Commission
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.
Agritope, Inc.
Date: February 27, 1998. By: /s/ Gilbert N. Miller
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Gilbert N. Miller
Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
16 Letter dated February 27, 1998 from Price Waterhouse LLP to
the Securities and Exchange Commission
Price Waterhouse LLP
121 SW Morrison
Suite 1800
Portland, Oregon 97204
February 27, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
Ladies and Gentlemen:
Agritope, Inc.
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We have read Item 4 of Agritope, Inc.'s Form 8-K dated, February 23, 1998 and
are in agreement with the statements contained in paragraph 4(a) therein.
Your very truly,
/s/ Price Waterhous LLP
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Price Waterhouse LLP
