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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): September 1, 1994
SCOTT PAPER COMPANY
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(Exact name of registrant as specified in its charter)
Pennsylvania 1-2300 23-1065080
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(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification
incorporation) Number)
Scott Plaza
Philadelphia, Pennsylvania 19113
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (610) 522-5000
None
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(Former name or former address, if changed since last report)
Page 1 of 6 Pages
Exhibit Index on Page 5
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Item 4. Changes in Registrant's Certifying Accountants
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(a) On August 31, 1994, the Company replaced Price Waterhouse as the
principal accountants to audit the Company's financial statements, effective
September 1, 1994. The action was approved by the Audit Committee of the
Company's Board of Directors.
Price Waterhouse's report on the Company's financial statements for
fiscal years 1992 and 1993 did not contain any adverse opinion, disclaimer of
opinion or qualification or modification as to uncertainty, audit scope or
accounting principles.
During fiscal years 1992 and 1993 and the interim period subsequent to
fiscal year 1993, there were no disagreements between the Company and Price
Waterhouse on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure which, if not resolved to
the satisfaction of Price Waterhouse, would have caused Price Waterhouse to make
a reference to the subject matter of the disagreements in connection with its
report.
During fiscal years 1992 and 1993 and the interim period subsequent to
fiscal year 1993, Price Waterhouse did not advise the Company (1) that the
internal controls necessary for the Company to develope reliable financial
statements do not exist, or (2) that information has come to Price Waterhouse's
attention that has led it to no longer be able to rely on management's
representations or that has made it unwilling to be associated with the
financial statements prepared by management, or (3)(A) of the need to expand
significantly the scope of its audit, or that information has come to Price
Waterhouse's attention during such period that, if further investigated, may (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 covering the fiscal periods subsequent to fiscal year
1993 (including information that may prevent it from rendering an unqualified
audit report on those financial statements), or (ii) cause Price Waterhouse to
be unwilling to rely on management's representations or be associated with the
Company's financial statements, and (B) due to Price Waterhouse's dismissal, or
for any other reason, Price Waterhouse did not so expand the scope of its audit
or conduct such further investigation, or (4)(A) that information has come to
Price Waterhouse's attention that Price Waterhouse has concluded materially
impacts 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 covering the fiscal periods subsequent to fiscal year 1993 (including
information that, unless resolved to Price Waterhouse's satisfaction, would
prevent it from rendering an unqualified audit report on those financial
statements), and (B) due to Price Waterhouse's dismissal, or for any other
reason, the issue has not been resolved to Price Waterhouse's satisfaction prior
to its dismissal.
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(b) On August 31, 1994, the Company engaged Coopers & Lybrand as the
principal accountants to audit the Company's financial statements, effective
September 1, 1994. The action was approved by the Audit Committee of the
Company's Board of Directors. During fiscal years 1992 and 1993 and the interim
period subsequent to fiscal year 1993, neither the Company nor anyone on its
behalf consulted Coopers & Lybrand 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 Coopers & Lybrand.
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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 hereunto duly authorized.
SCOTT PAPER COMPANY
By: /s/ Basil L. Anderson
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Basil L. Anderson
Vice President, Treasurer and
Chief Financial Officer
Date: September 1, 1994
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EXHIBIT INDEX
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Exhibit Page
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16 Letter from Price Waterhouse dated
September 1, 1994 to the Commission 6
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Exhibit 16
[LETTERHEAD OF PRICE WATERHOUSE LLP APPEARS HERE]
September 1, 1994
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
We have read Item 4 of Scott Paper Company's Form 8-K dated September 1, 1994
and are in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
/s/ Price Waterhouse LLP
Price Waterhouse LLP
