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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):
FEBRUARY 9, 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) 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. To effect an orderly transition, the Company's present
independent accountants, S.R. Snodgrass, A.C., will audit 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 U.K. 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, 1994 and 1995 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, 1994 and 1995
and the subsequent interim periods preceding the Board's decision to change
independent accountants, 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, 1994 and 1995
and the subsequent interim periods preceding the Board's decision to change
independent accountants, 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, 1994 and 1995
and the subsequent interim periods preceding the Board's decision to change
independent accountants, 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 Mexico for its 1994 and
1995 fiscal years and for its subsidiary in the United Kingdom for its 1995
fiscal year.
(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.
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(c) Exhibits
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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
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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
____________________________
Brian C. Mullins,
Vice President and Treasurer
Date: February 15, 1996
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TUSCARORA INCORPORATED
FORM 8-K
Date of Report: February 9, 1996
Exhibit Index
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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
February 15, 1996
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington DC 20549
Tuscarora Incorporated - File No. 0-17051
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Gentlemen:
We have read Item 4 included in the Form 8-K dated February 15, 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.
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S. R. Snodgrass, A.C.
/cas
