SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: September 6, 1995
Date of earliest event reported
INTERNATIONAL YOGURT COMPANY
Exact name of registrant as specified in its Chapter
OR 0-16787 91-0989395
State of Commission IRS Employer
Incorporation File Number Identification
Number
5858 N.E. 87th Avenue Portland, Oregon 97220
Address of principal executive office Zip Code
Registrant's telephone number, including area code: (503) 256-3754
NOT APPLICABLE
Former name or former address
if changed since last report
This filing contains 4 pages
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Item 4. Changes in Registrant's Certifying Account
(a) Previous Timely Report of this Change. On September 6, 1995,
a change in the Company's certifying accountant occurred.
This was reported in Item 5 of a Form 10 Q filing for the
fiscal quarter ended July 31, 1995 (the "Form 10-Q Filing").
The Form 10 Q Filing was filed by the Company with the
Securities and Exchange Commission on September 13, 1995,
within the five business days required by the instructions
to Form 8-K with respect to such an event. For the reasons
stated below, the Company subsequently determined to supplement
the information reported and is filing this Form 8-K in order
to do so.
(b) Previous Independent Accountants
(i) On September 6, 1995, International Yogurt Company dismissed
Price Waterhouse LLP as its independent accountants.
(ii) The Company's Board of Directors approved the decision
to change independent accountants.
(iii) The reports of Price Waterhouse LLP on the financial
statements for the past two fiscal years contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope
or accounting principle.
(iv) In connection with its audits for the two most recent
fiscal years and through September 6, 1995, there have
been no disagreements with Price Waterhouse LLP 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 Price Waterhouse LLP would have caused
them to make reference thereto in their report on the
financial statements for such years.
(v) On September 12, 1995, the engagement manager at Price
Waterhouse LLP advised the Company to include in the
Form 10-Q Filing the following statement: "During the
two most recent fiscal years and through September 6,
1995, there have been no reportable events as defined
in Regulation S-K Item 304(a)(1)(v)." The engagement
manager informed the Company that this language was
subject to the approval of the engagement partner at
Price Waterhouse LLP who was out of the country and that,
once the engagement partner's approval had been received,
a letter signed by the engagement partner prior to his
departure would be delivered to the Company. Later that
day, the Company received from Price Waterhouse LLP a
signed letter dated September 11, 1995, stating that
"We have read Item 5 of International Yogurt Company's
Form 10-Q dated September 8, 1995 and are in agreement
with the statements contained therein."
(vi) Subsequent to the filing of the Form 10-Q Filing, the
Company was advised on September 14, 1995 that the
Price Waterhouse LLP engagement partner did not conclude
that there were no reportable event as defined in
Regulation S-K, Item 304(a)(v) and that he had drafted
and signed the letter of September 11, 1995 based upon
his understanding with the engagement manager that the
filing would include the disclosures contained in
paragraph (vii) below. The letter had been inadvertently
released to the Company prior to the engagement partner's
approval. Price Waterhouse LLP has reviewed this matter
and has advised the Company the language of Item 5 of the
Form 10-Q Filing should be revised to include the statements
contained in paragraph (vii) below.
(vii) In Price Waterhouse LLP's Report to the Audit Committee
and Management Recommendations Report, both reports dated
January 13, 1995, Price Waterhouse LLP reported two
reportable conditions as follows: 1) The detail for
subsidiary accounts, including accounts receivable and
accounts payable, were not always reconciled on a regular,
timely basis to the related general ledger balances, and
2) The Company did not utilize a detailed, consistent
methodology to determine the cost of its finished goods
inventories. Notwithstanding these conditions,
Price Waterhouse LLP was able to expand the scope of its
audit work and rendered an unqualified opinion with regard
to the Company's financial statements for the year ended
October 31, 1994.
(viii) Based upon Price Waterhouse LLP's recommendations, the
Company has taken corrective measures.
(ix) Price Waterhouse LLP has furnished the Company with a
letter addressed to the SEC stating that it agrees with
the above statements. A copy of this letter dated
October 20, 1995 is filed as an exhibit to this Form 8-K.
(c) New Independent accountants. On September 6, 1995, the
Company's Board of Directors selected the accounting firm
of Grant Thornton to serve as the Company's independent
accountants for the fiscal year ending October 31, 1995,
following a competitive bidding process conducted by
management. During the two most recent fiscal years and
through September 6, 1995, the Company has not consulted
with Grant Thornton regarding any manner in connection with
accounting principles relating to specific transactions,
the Company's financial statements, or any matter.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(a) Financial Statements
Not applicable.
(b) Pro Forma Financial Information
Not Applicable.
(c) Exhibits
(l) Price Waterhouse LLP letter addressed to the
Securities Exchange Commission
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this reported to be
signed on its behalf of the undersigned hereunto duly authorized.
INTERNATIONAL YOGURT COMPANY
Registrant
Date: October 20, 1995 By: __________________________
John N. Hanna, Chief Executive Officer
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Price Waterhouse LLP
October 20, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
International Yogurt Company
We have read Item 4 of International Yogurt Comapny's Form
8-K dated October 20, 1995 and are agreement with the
statements contained in paragraphs(b)(i), (ii), (iii),
(iv), (v), (vi), (vii) and (ix) therein.
Inasmuch as we have conducted no auditing procedures since
January 13, 1995, the date of our report on the financial
statements of International Yogurt Company as of and for the
year ended October 31, 1994, we have no basis for comment on
the statements contained paragraph (b)(viii) of Item 4 of
International Yogurt Company's Form 8-K dated October 20, 1995.
Yours very truly,
Pricc Waterhouse LLP
