SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) November 23, 1999
Penobscot Shoe Company
______________________________________________________________________________
(Exact name of registrant as specified in its charter)
Maine 1-5548 01-0139580
______________________________________________________________________________
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
450 North Main Street, Old Town, Maine 04468
______________________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (207) 827-4431
___________________________
Item 1. Changes in Control of Registrant
On November 23, 1999 PSC Acquisition Corp. ('Purchaser"), a Maine
corporation and wholly-owned subsidiary of Riedman Corporation ('Parent'),
a New York corporation, acquired 1,135,265 shares of the common stock, par
value $ 1.00 per share of Penobscot Shoe Company (the 'Company'),
representing approximately 81.77% of the total shares of common stock
issued and outstanding. The acquisition was the result of a tender offer
which commenced October 12, 1999 and ended November 16, 1999.
The consideration paid was $11.75 per share, or a total of $13,339,363.75.
Purchaser obtained the funds from Parent in the form of capital contributions
or loans. Parent obtained the funds from its existing credit facility
arranged by Fleet Bank.
Riedman Corporation is a private company located in Rochester, New York
and engaged in the business of selling at retail property, life and health
insurance policies as agent for insurers. Its shareholders are John R.
Riedman, James R. Riedman and various family trusts.
In accordance with the Merger Agreement dated as of October 12, 1999 among
the Company, Riedman Corporation and PSC Acquisition Corp., Purchaser
designated three persons for election as directors of the Company. On
November 23, 1999 Francis J. Guthrie, James L. Moody, Jr. and John I. Riddle
resigned as directors of the Company and John R. Riedman, James R. Riedman
and Kathy Griswold were elected to fill the vacancies. Irving Kagan and
Gerald Rudman remained as directors.
The following persons were then elected as executive officers of the
Company:
Name Office
James R. Riedman Chairman, President and CEO
David L. Keane Executive Vice President of Finance
and Administration and Treasurer
William Hoskins V.P. of Sales
Wilhelm Pfander V.P. of Manufacturing and Product
Development
Geoffrey Weaver Secretary
Harry P. Messina, Jr. Assistant Secretary
Gerald E. Rudman Clerk
The acquisition of the Company is to be completed through a merger of PSC
Acquisition Corp. and the Company in which all remaining Shares of the
Company (other than treasury shares, shares held by Parent or Purchaser or
subsidiaries of either and shares held by persons who demand payment or
dissent from the merger in accordance with Sections 910 and 909,
respectively, of the Maine Business Corporation Act) will be converted into
the right to receive $11.75 per share.
The Company expects to apply to the American Stock Exchange to withdraw
the listing and registration of its common stock on that exchange. The number
of registered owners of the stock is now less than 300. The Company also
expects to file with the Securities and Exchange Commission a Form 15 to
terminate its obligation to file reports under Sections 13 and 15 of the
Securities Exchange Act of 1934.
Item 4. Changes in Registrant's Certifying Accountant
On November 23, 1999 the reconstituted Board of Directors of the Company
(see Item I above) approved the retention of Deloitte & Touche LLP as
independent public accountants for the Company and the dismissal of BDO
Seidman, LLP as the Company's principal accountant.
The report of BDO Seidman, LLP on the financial statements of the Company
for each of the past two years contained no adverse opinion, or disclaimer of
opinion, and was not qualified as to uncertainty, audit scope, or accounting
principles.
The decision to change accountants was made solely by the reconstituted
Board of Directors without consideration by the Company's reconstituted Audit
Committee.
During the Company's two most recent fiscal years and any subsequent
interim period preceding such dismissal, there were no disagreements with the
former accountant 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 the former accountant,
would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports. During the Company's two most
recent fiscal years and any subsequent interim period preceding the former
accountant's dismissal, none of the following events occurred and thus there
was no disagreement or difference of opinion with said former accountants:
A. The accountant's having advised the Company that the internal controls
necessary for the Company to develop reliable financial statements do not
exist;
B. The accountant's having advised the Company that information has come
to the accountant'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;
C. (1) The accountant's having advised the registrant of the need to
expand significantly the scope of its audit, or that information has come to
the accountant's attention during the Company's last two fiscal years and any
subsequent interim period preceding the former accountant's dismissal, that
if further investigated may (i) materially impact the fairness or reliability
of either: previously issued audit reports or the underlying financial
statements issued or to be issued covering such fiscal periods subsequent
to the date of the most recent financial statements covered by an audit
report (including information that may prevent it from rendering an an
unqualified audit report on those financial statements), or (ii) cause it to
be unwilling to rely on management's representations or be associated with the
Company's financial statements; and
(2) Due to the accountant's dismissal, or for any other reason, the
accountant did not so expand the scope of its audit or conduct such further
investigation; or
D. (1) The accountant's having advised the Company that information has
come to the accountant's attention that it has 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 periods subsequent to the date of the most
recent financial statements covered by an audit report (including information
that, unless resolved to the accountants satisfaction, would prevent it from
rendering an unqualified audit report on those financial statements), and
(2) Due to the accountant's dismissal, or for any other reason, the
issue has not been resolved to the accountant's satisfaction prior to its
dismissal.
With respect to the Company's two most recent fiscal years and any
subsequent interim period prior to engaging its new accountants, Deloitte &
Touche LLP, neither the Company nor someone on its behalf consulted with such
newly engaged accountant regarding either of the following:
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 Company's financial statements, and either a written report
was provided to the Company or oral advice was provided that the new
accountant concluded was an important factor considered by the Company in
reaching a decision as to the accounting, auditing or financial reporting
issue; or
B. Any matter that was either the subject of a disagreement (as defined
in paragraph 304(a)(1)(iv) of Regulation S-K and the related instructions to
this item) or a reportable event (as described in paragraph 304(a)(1)(v) of
Regulation S-K).
Pursuant to the requirements of Section 13 or 15(d) 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.
PENOBSCOT SHOE COMPANY
By:_______________________
David L. Keane
Executive Vice President of Finance
and Administration and Treasurer
Dated: November 29, 1999
November 29, 1999
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to Item 4 of Form 8-K for
the event that occurred on November 23, 1999, to be filed by our former client,
Penobscot Shoe Company. We agree with the statements made in response to that
Item insofar as they relate to our Firm.
Very truly yours,
BDO Seidmann, LLP
JDC/toc
