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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):
November 14, 1996
TUSCARORA INCORPORATED
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(Exact name of registrant as specified in its charter)
PENNSYLVANIA 0-17051 25-1119372
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
800 FIFTH AVENUE, NEW BRIGHTON, PENNSYLVANIA 15066
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (412) 843-8200
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Item 4. Changes in Registrants' Certifying Accountant.
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(a) As previously reported in Form 8-K filed on February 15, 1996 by
the Company, on February 9, 1996, the Board of Directors of the Company
appointed Ernst & Young LLP as independent accountants to audit the financial
statements of the Company and its subsidiaries for the Company's fiscal year
ending August 31, 1997. The Company's former independent accountants, S.R.
Snodgrass, A.C., audited the financial statements of the Company and its
subsidiaries for the Company's fiscal year ending August 31, 1996. The
appointment of S.R. Snodgrass, A.C. to audit the financial statements of the
Company and its subsidiaries for the fiscal year ending August 31, 1996 was
ratified by the Company's shareholders at the Company's Annual Meeting of
Shareholders held on December 14, 1995.
(b) The decision to change independent accountants effective with the
1997 fiscal year was recommended by the Company's management and approved by the
Audit Committee of the Board of Directors. The change from S.R. Snodgrass, A.C.
to Ernst & Young LLP results from the expansion of the Company's operations into
foreign countries. S.R. Snodgrass, A.C. does not have operations outside of the
United States. Ernst & Young LLP has been performing the required statutory
audits of the Company's United Kingdom subsidiary since its formation in 1995
and the Company's Mexican subsidiaries since their formation in 1994.
(c) The report of S.R. Snodgrass, A.C. on the financial statements of
the Company and its subsidiaries for the Company's fiscal years ended August
31, 1995 and 1996 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.
(d) During the Company's fiscal years ended August 31, 1995 and 1996,
there were no disagreements with S.R. Snodgrass, A.C. 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 S.R. Snodgrass, A.C., would have caused it to make a reference to the
subject matter of the disagreement(s) in connection with its report.
(e) During the Company's fiscal years ended August 31, 1995 and 1996,
S.R. Snodgrass, A.C. did not advise the Company:
(1) that the internal controls necessary for the Company to develop
reliable financial statements did not exist;
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(2) 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;
(3) of the need to expand significantly the scope of its audit, or
that information had come to its attention that, if further investigated,
might (i) materially impact 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 governing the fiscal
period(s) subsequent to the date of the most recent financial statements
covered by an audit report or (ii) cause it to be unwilling to rely on
management's representations or be associated with the Company's financial
statements; or
(4) 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.
(f) During the Company's fiscal years ended August 31, 1995 and 1996,
neither the Company nor anyone on its behalf consulted Ernst & Young LLP
regarding either 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 neither a written
report nor oral advice was provided to the Company by Ernst & Young LLP.
However, as indicated above, the Company did engage Ernst & Young LLP to perform
statutory audits of its subsidiaries in the United Kingdom and Mexico for its
1995 and 1996 fiscal years.
(g) The Company requested that S.R. Snodgrass, A.C. furnish it with a
letter addressed to the Securities and Exchange Commission stating whether or
not it agrees with the statements contained in paragraphs (c), (d) and (e)
above. A copy of the requested letter is filed as Exhibit 16 to this report on
Form 8-K.
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Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) EXHIBITS
The following exhibit is filed as a part of this report on
Form 8-K:
EXHIBIT NO. DOCUMENT
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16 Letter from S.R. Snodgrass, A.C. as required by Item 304(a)(3)
of Regulation S-K.
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 thereunto duly authorized.
TUSCARORA INCORPORATED
(Registrant)
By /s/ BRIAN C. MULLINS
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Brian C. Mullins,
Vice President and Treasurer
Date: November 14, 1996
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TUSCARORA INCORPORATED
FORM 8-K
Date of Report: November 14, 1996
EXHIBIT INDEX
The following exhibit is filed as part of this report on Form 8-K:
EXHIBIT NO. DOCUMENT
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16 Letter from S.R. Snodgrass, A.C. as required by Item 304(a)(3)
of Regulation S-K.
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Exhibit 16
SNODGRASS
Certified Public Accountants
November 14, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington DC 20549
TUSCARORA INCORPORATED - FILE NO. 0-17051
Gentlemen:
We have read Item 4 included in the Form 8-K dated November 14, 1996 of
Tuscarora Incorporated filed with the Securities and Exchange Commission and
are in agreement with the statements contained in paragraphs (c), (d) and (e)
therein.
Very truly yours,
/s/ S. R. SNODGRASS, A.C.
S. R. Snodgrass, A.C.
