PIEMONTE FOODS INC
8-K/A, 1996-09-18
BAKERY PRODUCTS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 8-K/A
                                  AMENDMENT 2

                                 CURRENT REPORT

    PURSUANT TO SECTION 13 or 15 (d) of the SECURITIES EXCHANGE ACT OF 1934

        Date of Report (Date of Earliest Event Reported): July 18, 1996
                        Amended as of September 18, 1996

                              PIEMONTE FOODS, INC.
             (Exact name of registrant as specified in its charter)

            South Carolina                                 57-0626121
  (State or other jurisdiction of                         (IRS Employer
            incorporation)                            Identification No.)

              400 Augusta Street, Greenville, South Carolina 29604
                    (Address of principal executive offices)

       Registrant's telephone number, including area code: (864) 242-0424

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Item 4. Changes in Registrant's Certifying Accountants

Based on a recommendation from the Audit Committee, the Board of Directors
approved a change of certified public accountants in recognition of the
Company's diversifying nature, particularly now that the Company is
participating in an International joint venture located in Holland. As
such, the decision was made on July 18, 1996, to replace Pope, Smith,
Brown & King with Ernst & Young as our certified public accountants.

Pope, Smith, Brown, & King concluded its work with our Fiscal Year 1996
year-end close and tax filings, as submitted August 30th.

   
No disagreements exist between the company and Pope, Smith, Brown & King
during the past two fiscal years nor during the interim period through
the date of dismissal. Neither of the prior accountant's report on the
financial statements for either of the past two fiscal years contained an
adverse opinion or a disclaimer of opinion, or was qualified or modified
as to uncertainty, audit scope, or accounting principles.
    

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

  (a)  Financial Statements of Businesses Acquired.

       None

  (b)  Pro Forma Financial Information.

       None

  (c)  Exhibits

   
  16   Letter re change in Certifying Accountant.
       16.1 Certifying Accountant letter dated September 3, 1996
       16.2 Certifying Accountant letter dated September 18, 1996
    
                                   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.

                                       PIEMONTE FOODS, INC.
                                           (Registrant)

Date  September 18, 1996               (Signature of Roy E. Gogel)
                                       Roy E. Gogel
                                       Vice Pres./CFO




                                                                 POPE, SMITH,
                                                           BROWN & KING, P.A.
                                                 Certified Public Accountants
                                Stephen M. Smith, CPA    Thomas L. Brown, CPA
                                Dick W. King, CPA    Michael E. McCourry, CPA
                                Frank H. Huff, CPA    Sandra D. Hardaway, CPA
                                             Rhea L. McCary, CPA

September 3, 1996

Mr. Roy Gogel
Vice President and Chief Financial Officer
Piemonte Foods, Inc.
400 Augusta Street
Greenville, SC 29604

Dear Mr. Gogel:

You informed me that the Audit Committee of the Board of Directors has
chosen new certified public accountants to perform the financial audits of
Piemonte Foods, Inc. and subsidiaries for the years ending subsequent to
June 1, 1996.

To satisfy the disclosure requirements of the Securities and Exchange
Commission, you wanted a statement from me that there are no outstanding
disagreements between your company and our firm as to financial
presentation arising from the current year audit or previous year's
audits. I attest my report on the financial statements for either of the
past two years did not contain an adverse opinion or a disclaims of
opinion, or was qualified or modified as to uncertainty, audit scope, or
accounting principles. Additionally, there are no receivables due us for
previous year's audits and the only amount due us presently is for the
services performed since July 31, 1996.

Your truly,

(Signature of Thomas L. Brown)
Thomas L. Brown, CPA, CFP



   
                                                                 POPE, SMITH,
                                                           BROWN & KING, P.A.
                                                 Certified Public Accountants
                                                        Stephen M. Smith, CPA
                                                         Thomas L. Brown, CPA
                                                            Dick W. King, CPA
                                                           Frank H. Huff, CPA
                                                     Michael E. McCourry, CPA
                                                  Ralph W. Pope, CPA, Retired

September 18, 1996

Mr. Roy Gogel
Vice President and Chief Financial Officer
Piemonte Foods, Inc.
400 Augusta Street
Greenville, SC 29604

Dear Mr. Gogel:

You informed me that the Audit Committee of the Board of Directors has
chosen new certified public accountants to perform the financial audits of
Piemonte Foods, Inc. and subsidiaries for the years ending subsequent to
June 1, 1996.

To satisfy the disclosure requirements of the Securities and Exchange
Commission, you wanted a statement from me that I agree with the statements 
made by Piemonte Foods, Inc. in response to item 304(a) in its filing 
of 8-K/A-2 amended as of September 18, 1996. I agree with those statements.


Your truly,

(Signature of Thomas L. Brown)
Thomas L. Brown, CPA, CFP
    



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