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: August 3, 1995
____________________________________
IBP, inc.
A Delaware Commission File IRS Employer Identification
Corporation Number 1-6085 No. 42-0838666
IBP Avenue
Post Office Box 515
Dakota City, Nebraska 68731
Telephone Number: (402) 494-2061
ITEM 4. Changes in Registrant's Certifying Accountant.
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a(1) Dismissal of Independent Accountant.
(i) The Registrant, IBP, inc., has dismissed the firm of Price
Waterhouse LLP ("PW"), the independent accountant who was
previously engaged as the principal accountant to audit the
consolidated financial statements of the Registrant, effective
August 3, 1995.
(ii) PW's report on the Registrant's financial statements for each of
the last two years did not contain an adverse opinion or a
disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope, or accounting principles.
(iii) The decision to dismiss PW was recommended by management and the
Registrant's Audit Committee and was approved by the Board of
Directors.
(iv) During the Registrant's two most recent fiscal years and the
subsequent interim period preceding the dismissal, there were no
disagreements with PW on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the
satisfaction of PW, would have caused it to make a reference to the
subject matter of the disagreement(s) in connection with its report.
(v) PW did not advise the Registrant during the Registrant's two most
recent fiscal years or during the subsequent interim period
preceding PW's dismissal:
(A) that the internal controls necessary for the Registrant to
develop reliable financial statements did not exist;
(B) that information had come to its attention that had led it to
no longer be able to rely on management's representations, or
that had made it unwilling to be associated with the financial
statements prepared by management;
(C) of the need to expand significantly the scope of its audit, or
that information had come to its attention during the two most
recent fiscal years or any subsequent interim period that if
further investigated might (i) materially have impacted 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 period(s) subsequent to the data of the most recent
financial statements covered by an audit report or (ii) have
caused it to be unwilling to rely on management's
representations or be associated with the Registrant's
financial statements; or
(D) that information had come to its attention that it had
concluded materially impacts the fairness or reliability of
either: (i) a previously issued audit report or the
underlying financial statements, or (ii) the financial
statements issued or to be issued covering the fiscal
period(s) subsequent to the date of the most recent financial
statements covered by an audit report.
(a)(2) Engagement of New Independent Accountant.
1. The Registrant has engaged Coopers & Lybrand L.L.P. ("C&L"),
independent accountant, as the principal accountant to audit the
consolidated financial statements of the Registrant, effective
August 3, 1995.
2. During the two most recent fiscal years or during the interim
period prior to engaging C&L, neither the Registrant nor anyone on
its behalf consulted C&L regarding either: (a) 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 Registrant's financial statements, and neither a written report
was provided to the Registrant or oral advice was provided that C&L
concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing or financial
reporting issue; or (b) any matter that was the subject of either
a disagreement or an event described in Paragraph
(1)(a)(v)(A)- (D), above.
ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits.
-------------------------------------------------------------------
(c) Exhibits.
1. Letter from Price Waterhouse LLP pursuant to Item 304 (a) (3)
of Regulation S-K.
August 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.
Ladies and Gentlemen:
IBP, inc.
---------
We have read Item 4 of IBP, inc.'s Form 8-K dated August 3, 1995 and are in
agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
------------------------
Price Waterhouse LLP
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.
IBP, inc.
Date: August 7, 1995 By: /s/ Lonnie O. Grigsby
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Lonnie O. Grigsby
Executive Vice President
Finance and Administration
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