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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 1, 1996
ALL-AMERICAN BOTTLING CORPORATION
BROWNE BOTTLING COMPANY
(Exact name of registrant as specified in its charter)
DELAWARE 33-69832 73-1317652
73-1311569
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification Number)
COLCORD BUILDING
15 NORTH ROBINSON, SUITE 100
OKLAHOMA CITY, OKLAHOMA 73102
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (405) 232-1158
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(Former name or former address, if changed since last report)
<PAGE>
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) Effective July 1, 1996, Price Waterhouse LLP sold its Oklahoma City
practice to Coopers & Lybrand LLP, and as a result had to resign as the
independent accountants of All-American Bottling Corporation. A copy of
resignation letter, dated July 2, 1996, is filed as Exhibit 16.1 to this
Form 8-K.
(ii) 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.
(iii) In connection with its audits for the two most recent fiscal years
and through July 1, 1996, 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.
(iv) During the two most recent fiscal years and through July 1, 1996, there
have been no reportable events (as defined in Regulation S-K Item 304(a)(1)(v).
(v) The Registrant has requested that Price Waterhouse LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated July 1, 1996, is filed as Exhibit
16.2 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Coopers & Lybrand LLP as its new independent
accountants as of July 1, 1996. During the two most recent fiscal years
and through July 1, 1996, the Registrant has not consulted with Coopers &
Lybrand LLP regarding either (1) 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 registrant's financial
statements, and either a written report was provided to the registrant or
oral advice was provided that Coopers & Lybrand LLP concluded was an
important factor considered by the registrant in reaching a decision as to
the accounting, auditing or financial reporting issue; or (2) any matter
that was either the subject of a disagreement, as that term is defined in
Item 304(a)(1)(iv) of Regulation S-K and the related instructions to Item
304 of Regulation S-K, or a reportable event, as that term is defined in
Item 304(a)(1)(v) of Regulation S-K.
(c) Exhibits
Exhibit Number Exhibit
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16.1 Letter of resignation from
Price Waterhouse LLP.
16.2 Letter stating agreement
with Price Waterhouse statements.
<PAGE>
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.
ALL-AMERICAN BOTTLING CORPORATION
STEPHEN R. KERR
Date: July 3, 1996 Stephen R. Kerr
Vice President and Chief Financial Officer
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<TABLE>
EXHIBIT INDEX
<CAPTION>
Exhibit Number Description Method of Filing
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<S> <C> <C>
16.1 Letter of resignation from Price Filed herewith
Waterhouse LLP electronically
16.2 Letter stating agreement with Filed herewith
Price Waterhouse statements. electronically
</TABLE>
Colcord Building Telephone 405 272 9251
15 North Robinson
Oklahoma City, OK 73102
Price Waterhouse LLP
July 2, 1996
Mr. Steve Kerr
Browne Bottling Company and
All-American Bottling Corporation
15 N. Robinson, Suite 100
Oklahoma City, OK 73102
Dear Mr. Kerr:
This is to confirm that the client-auditor relationship between
Browne Bottling Company and All-American Bottling Corporation
(Commission File Number 33-69832) and Price Waterhouse LLP has
ceased.
Your very truly,
PRICE WATERHOUSE LLP
Price Waterhouse LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 9-5
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Colcord Building Telephone 405 272 9251
15 North Robinson
Oklahoma City, OK 73102
Price Waterhouse LLP
July 1, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read Item 4 of Browne Bottling Company and All-American
Bottling Corporation's Form 8-K dated July 1, 1996 and are in
agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
PRICE WATERHOUSE LLP
Price Waterhouse L.L.P.
Oklahoma City, Oklahoma
