UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
AMENDMENT NO. 1 TO 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 9, 1994
JWP Inc.
Delaware 0-2315 11-2125338
(State of other (Commission Files (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
Six International Drive, Rye Brook, New York 10573-1058
(Address of principal executive offices)
Registrant's Telephone number including area code:
(914) 935-4000
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Amendment No. 1 to Current Report on Form 8-K
The Current Report on Form 8-K filed on
February 22, 1993 (the "Report") relating to JWP Inc., a
Delaware corporation (the "Registrant") is hereby amended by
this Amendment No. 1, as indicated below.
Item 4 of the Report is hereby amended and
restated in its entirety as follows:
Item 4. Changes in Registrant's Certifying Accountant.
The undersigned Registrant hereby reports (a) a
dismissal of its independent accountant at the
conclusion of their audit of the Registrant's financial
statements for the years ended December 31, 1992, 1991
and 1990 and (b) the engagement of a new independent
accountant.
(a) Dismissal of Independent Accountant.
1. On February 9, 1994, JWP Inc. (the
"Registrant"), informed Ernst & Young
("E & Y"), the independent accountant who was
previously engaged as the principal
accountant to audit the consolidated
financial statements of the Registrant and
its subsidiaries, that it will not be
reappointed auditors for the year ended
December 31, 1993. The Registrant continues
to engage E & Y to complete (a) an audit of
the Registrant's financial statements for the
year ended December 31, 1992 and (b) an audit
of the financial statements of the Registrant
for the years ended December 31, 1991 and
1990, as such financial statements are
expected to be restated.
2. E & Y has not yet completed its audit of the
Registrant's consolidated financial
statements for the year ended December 31,
1992. The Registrant expects that E & Y's
report on the financial statements for the
year ended December 31, 1992 will contain a
disclaimer of opinion because of
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uncertainties as to the Registrant's ability
to continue as a going concern, the
Registrant's default under certain of its
debt obligations, a class action complaint
filed against the Registrant and certain of
its directors and officers in January 1993,
an investigation by the Securities and
Exchange Commission and its Chapter 11
bankruptcy proceeding described under Item 5.
In addition, the management of the Registrant
is reviewing and expects to restate its
financial statements for the years ended
December 31, 1991 and 1990 and E & Y will
audit such restatements, when they are
completed.
3. The decision to dismiss E & Y was recommended
by management and approved by both the
Registrant's Audit Committee and Board of
Directors on February 9, 1994.
4. During the Registrant's fiscal years ended
December 31, 1992 and 1991 and the subsequent
period preceding the dismissal of E & Y,
there were no disagreements with E & Y 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 E & Y,
would have caused it to make a reference to
the subject matter of the disagreements in
connection with its report, except for the
following:
During 1993, the Registrant reviewed its
previously issued 1991 financial statements
for possible restatement. In conjunction
with that review, management formed a view
that a reserve for certain inventory at a
subsidiary was understated at December 31,
1991 by an amount within a range of
$4 million and $12 million. E & Y did not
believe that the available information
supported management's view that an error as
defined in APB Opinion No. 20 had occurred
pertaining to this item. The matter was
resolved to E & Y's satisfaction.
5. During 1993, in connection with its audit of
the Registrant's 1992 financial statements
E & Y informed the Registrant:
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(A) of certain material weaknesses or
reportable conditions in the internal
control structure of the Registrant and
two subsidiaries of the Registrant and
that such internal controls were
inadequate to develop reliable financial
statements;
(B) of the need to expand significantly the
scope of its audit of the Registrant's
consolidated financial statements for
the year ended December 31, 1992; and
(C) of the need for the Registrant to review
its previously issued financial
statements for the years ended
December 31, 1991 and 1990 to determine
whether such financial statements needed
to be restated.
Further, in connection with its audit of the
Registrant's consolidated financial
statements for the year ended December 31,
1992 and in consideration of whether the
Registrant's financial statements for the
years ended December 31, 1991 and 1990
required restatement, E & Y raised questions
about the representations of Registrant's
prior management. The matter was discussed
with the Audit Committee. E & Y is
continuing its audit of Registrant's
financial statements for the year ended
December 31, 1992, as well as its audit
of the Registrant's financial statements for
the years ended December 31, 1991 and 1990
which are expected to be restated. E & Y and
the Registrant's present management are
currently in discussion about the scope of
representations to be provided to E & Y
related to the Registrant's financial
statements for each of the years in the three
year period ended December 31, 1992.
6. The Registrant has authorized E & Y to
respond fully to the inquiries of the
successor accountant concerning the subject
matters described above.
(b) Engagement of New Independent Accountant.
7. On February 9, 1994, the Registrant engaged
Deloitte & Touche independent accountant
("D & T"), as the principal accountant to
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audit the consolidated financial statements
of the Registrant and its subsidiaries, as of
and for the year ended December 31, 1993.
8. In 1992, at the request of the Board of
Directors of the Registrant, D & T consulted
on certain accounting issues.
Later in 1992, at the request of the Board of
Directors of the Registrant, D&T consulted on
the Registrant's accounting policies,
procedures and controls and on the
appropriate application of generally accepted
accounting principles to specific
transactions.
In 1993, at the request of the Registrant,
D & T provided consulting services with
respect to certain accounting matters as to
which management requested advice, in order
to assist management in evaluating the impact
of such matters on its 1992 financial
statements and subsequently assisted
management relative to earlier periods.
In 1993, D & T performed certain review
procedures of the Registrant's interim
consolidated financial statements for the
quarters ended March 31, 1993, June 30, 1993
and September 30, 1993.
In 1993, at the request of the Jamaica Water
Supply Company, a subsidiary of the
Registrant, D & T conducted a special review
of such subsidiary's internal control
structure, in connection with a Public
Service Commission rate and regulatory
proceeding.
In 1993, at the request of the Registrant,
D & T performed audits of certain of the
Registrant's retirement and welfare plans.
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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 thereunto duly
authorized.
JWP Inc.
By: /s/ Stephen H. Meyers
Name: Stephen H. Meyers
Title: Senior Vice
President - Finance
