<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------
AMENDMENT NO. 1
TO
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): June 5, 1997
------------------------------
River Oaks Furniture, Inc.
(Exact Name of Registrant as Specified in Its Charter)
Mississippi 0-22188 64-0749510
(State or Other (Commission File (I.R.S. Employer
Jurisdiction of Number) Identification
Incorporation) Number)
3350 McCullough Blvd.
Belden, Mississippi 38826
(Address of Principal Executive Offices) (Zip Code)
601-891-4550
(Registrant's Telephone Number, including Area Code)
Not Applicable
(Former Name)
<PAGE> 2
Item 4. Changes in Registrant's Certifying Accountant.
The response letter of BDO Seidman, LLP ("BDO") to statements contained
within the Company's Current Report on Form 8-K filed with the Securities and
Exchange Commission on June 11, 1997 is attached hereto as Exhibit 16. The
Company disagrees with BDO's assertion that "certain accounting records in
relation to years prior to 1995 were not available to BDO in 1997." The Company
believes that it supplied to BDO all documents and records requested by BDO
with respect to the Company's fiscal years ended December 31, 1994 and 1993.
Item 5. Other Events.
In a letter dated June 17, 1997, BDO advised the Company that it had
withdrawn its opinions on the 1990, 1991, 1992, 1993, 1994 and 1995 annual
financial statements of the Company. A copy of such letter is attached hereto as
Exhibit 99.
2
<PAGE> 3
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 hereunto duly authorized.
RIVER OAKS FURNITURE, INC.
By: /s/ Johnny C. Walker
-----------------------------
Johnny C. Walker
Chief Operating Officer and Chief
Financial Officer
Date: June 20, 1997
3
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
- -------
<S> <C>
16 Letter dated June 17, 1997 from BDO Seidman, LLP to the Securities and
Exchange Commission.
99 Letter dated June 17, 1997 from BDO Seidman, LLP to River Oaks
Furniture, Inc.
</TABLE>
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EXHIBIT 16
June 17, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies & Gentlemen:
RE: RIVER OAKS FURNITURE, INC.
(COMMISSION FILE NUMBER 0-22188)
REPORT UNDER ITEM 4 ON FORM 8-K
DATE OF REPORT - JUNE 5, 1997
We have reviewed a copy of the Report under Item 4 on Form 8-K (the "8-K"),
which we have been advised that our former client, River Oaks Furniture, Inc.
filed with the Securities and Exchange Commission on June 11, 1997. With respect
to that 8-K, BDO Seidman, LLP does not disagree with the disclosures relative to
BDO Seidman, LLP, except as follows:
1) With respect to paragraph 3, we do not have sufficient information to
either agree or disagree with the Company's determination that accounts
receivable arising during the periods of 1992 through 1996, represent the
substantial majority of the adjustments. We have, however, been provided
with information that causes us to believe that such adjustments extend to
1991, and may be applicable to earlier years.
2) With respect to paragraph 4, certain accounting records in relation to
years prior to 1995 were not available to BDO in 1997. Company management
advised that these records were either lost or destroyed prior to or
concurrent with the move of its general offices in 1996.
3) With respect to paragraph 6, we do not have sufficient information to agree
or disagree with the Company's conclusion that these actions were not taken
to conceal any misappropriation of the Company's assets, or that other
employees were not involved.
Item 304(a)(1)(v) of Regulation S-K requires disclosure of events wherein the
former accountant has advised the registrant that the internal controls
necessary for the registrant to develop reliable financial statements do not
exist. In that regard, at a meeting on March 17, 1997, representatives of BDO
Seidman, LLP verbally communicated three material weaknesses in internal
controls to the audit committee of the Company's Board of Directors relating to
the following areas:
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- Journal entries were noted where there was insufficient
documentation supporting the entries and no evidence of
approval.
- Factor receivable reconciliations were not completed on a timely basis.
- Factor receivable reconciliations were not reviewed by an official who
was not involved in the reconciliation process.
Very truly yours,
/s/ BDO Seidman, LLP
CC: Mr. Stephen L. Simons
Mr. Paul D. Gilbert, Esquire
2
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EXHIBIT 99
June 17, 1997
Mr. Stephen L. Simons, Chairman and CEO
River Oaks Furniture, Inc.
3350 McCullough Boulevard
Belden, MS 38826
Dear Mr. Simons:
This letter will serve to advise you that we have withdrawn our opinions on the
1990, 1991, 1992, 1993, 1994, and 1995 annual financial statements of River Oaks
Furniture, Inc. The withdrawal of our opinion is necessitated at least by the
statements contained in your recent Report on Form 8-K including ". . .The
Company believes that the adjustments resulting from this analysis will
materially impact the reliability of audit reports previously issued by BDO with
respect to the Company's financial statements, and the reliability of those
financial statements."
We hereby request you take reasonable steps to notify any persons who are likely
to be relying upon our opinions that our opinions have been withdrawn and should
not be relied upon. Such notification should also be furnished to the Securities
and Exchange Commission and to the NASDAQ.
/s/ BDO Seidman, LLP
cc: Paul D. Gilbert, Esq.
