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 (Date of earliest event reported): June 17, 1997
UNITED GROCERS, INC.
(Exact Name of Registrant as Specified in Charter)
Oregon 2-60487 93-0301970
(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) No.)
<TABLE>
<CAPTION>
<S> <C> <C>
6433 S.E. Lake Road (Milwaukie, Oregon), Post Office Box 22187, Portland, Oregon 97222
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (503) 833-1000
</TABLE>
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(1) (i) DeLap, White & Raish, the independent accounting firm
that was previously engaged as the principal accountant to audit the
registrant's financial statements, was dismissed effective June 17, 1997.
(ii) None of the reports of DeLap, White & Raish for the past
two years contained any adverse opinion or disclaimer of opinion or was
qualified or modified as to uncertainty, audit scope, or accounting principles.
(iii) The decision to change accountants was recommended and
approved by the board of directors of the registrant.
(iv) During the registrant's two most recent fiscal years and
subsequent interim periods preceding the dismissal of DeLap, White & Raish,
there were no disagreements between the registrant and DeLap, White & Raish on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of DeLap, White & Raish, would have caused DeLap, White & Raish to
make reference to the subject matter of the disagreement or disagreements in its
report.
(v) Subsequent to the completion of the audit for the fiscal
year ended September 27, 1996, the registrant and DeLap, White & Raish learned
additional information concerning the collectibility of certain advertising
notes receivable and the realizability of certain new site development costs
that led both the registrant and DeLap, White & Raish to believe further
information was required to determine the appropriate treatment of those items
for financial statements for subsequent periods. At the time Delap, White &
Raish was dismissed, such further information had not been obtained and,
accordingly, constituted unresolved material items as of the date of dismissal.
Except as set forth in the preceding two sentences, during the registrant's two
most recent fiscal years and subsequent interim periods preceding the dismissal
of DeLap, White & Raish, the accounting firm did not:
(A) advise the registrant that the internal controls necessary
for the registrant to develop reliable financial statements did not
exist;
(B) advise the registrant that information had come to the
accounting firm's attention that led it to no longer be able to rely on
management's representations or made it unwilling to be associated with
the financial statements prepared by management;
(C) advise the registrant of the need to expand significantly
the scope of its audit, in a case where the scope of its audit was not
subsequently expanded;
(D) advise the registrant that information had come to the
accounting firm's attention within the registrant's two most recent
fiscal years and succeeding period
- 1 -
<PAGE>
that if further investigated may have (i) materially impacted the
fairness or reliability of either a previously issued report or the
underlying financial statements or subsequent financial statements
issued or to be issued and covered by an audit report, or (ii) caused
the accounting firm to be unwilling to rely on management's
representations or be associated with the registrant's financial
statements, in a case where the accounting firm did not conduct such
further investigation; or
(E) advise the registrant that information had come to the
accounting firm's attention that it concluded materially impacted the
fairness or reliability of either a previously issued audit report or
the underlying financial statements or subsequent financial statements
issued or to be issued and covered by an audit report (which issue was
not resolved to the accounting firm's satisfaction prior to its
dismissal).
(2) Effective June 17, 1997, the registrant engaged Coopers &
Lybrand L.L.P. as its principal accountant to audit the registrant's financial
statements. During the registrant's two most recent fiscal years and subsequent
interim periods prior to the engagement of Coopers & Lybrand L.L.P., the
registrant did not, nor did anyone on the registrant's behalf, consult Coopers &
Lybrand L.L.P. regarding either (A) the application of accounting principles to
a specified completed or proposed transaction, or the type of audit opinion that
might be rendered on the registrant's financial statements as to which a written
report or oral advice was provided to the registrant that was an important
factor considered by the registrant in reaching a decision as to an accounting,
auditing or financial reporting issue, or (B) any matter that was the subject of
a disagreement between the registrant and DeLap, White & Raish or an event
described in paragraph (1)(v) above.
(3) The registrant has provided DeLap, White & Raish with a
copy of the disclosures it is making in this Form 8-K. The registrant requested
that DeLap, White & Raish furnish the registrant with a letter addressed to the
Securities and Exchange Commission stating whether DeLap, White & Raish agrees
with the statements made by the registrant herein and, if not, stating the
respects in which it does not agree. The letter subsequently furnished by DeLap,
White & Raish is included as Exhibit 16 to this report.
ITEM 7. EXHIBITS.
Exhibit 16 - Letter regarding change in certifying accountant
- 2 -
<PAGE>
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.
Date: June 24, 1997 UNITED GROCERS, INC.
By /s/ John W. White
John W. White
Vice President
- 3 -
[LOGO]
DeLAP, WHITE & RAISH
CERTIFIED PUBLIC ACCOUNTANTS
4500 S.W. KRUSE WAY, SUITE 200
LAKE OSWEGO, OREGON 97035
TELEPHONE: (503) 697-4118
FACSIMILE: (503) 697-4196
Securities and Exchange Commission
Washington, D.C. 20549
Re: Form 8-K, dated June 17, 1997 by United Grocers, Inc., change of accountant
This is our firm's response as requested in paragraph (3) of Item 4 of the above
filing. We are in agreement with the disclosures that are made in that filing
and also, consent to the use of this letter in that filing.
Dated: June 24, 1997 DeLap, White & Raish
By /s/ James L. Raish
James L. Raish
Partner
cc: Charles E. Carlbom, United Grocers, Inc. Acting President/CEO
Gordon E. Smith, United Grocers, Inc. Chairman of the Board
John W. White, United Grocers, Inc. Vice-President
