On March 8, 2012, following a competitive bid process (which included proposals from large accounting firms), the Audit Committee of the Board of Directors of each of BWAY Parent Company, Inc. and BWAY Intermediate Company, Inc. (collectively, the "Company") approved the engagement of PricewaterhouseCoopers LLP ("PWC") to serve as the Company's independent registered public accounting firm for the fiscal year ending September 30, 2012. The engagement of PWC followed the Audit Committee's dismissal of Deloitte and Touche LLP ("Deloitte") as the Company's independent registered public accounting firm, which was effective March 8, 2012.Deloitte audited the Company's consolidated financial statements for the fiscal year ended September 30, 2011 (Successor) ("fiscal year 2011") and for the period from June 16, 2010 to September 2010 (Successor) and for the period from September 28, 2009 to June 15, 2010 (Predecessor, and collectively with Successor, "fiscal year 2010"). Deloitte's reports on the Company's financial statements for fiscal years 2011 and 2010 did not contain an adverse opinion or a disclaimer of opinion, and the reports were not qualified or modified as to uncertainty, audit scope or accounting principles, and included an explanatory paragraph related to the adoption of a new accounting standard.
During fiscal years 2011 and 2010 and through the date of this Form 8-K, (i) there were no disagreements with Deloitte 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 Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in their report on the Company's consolidated financial statements for such years, and (ii) there were no reportable events of the type described in Item 304(a)(1)(v) of Regulation S-K.
The Company has provided Deloitte with a copy of the above disclosures and has requested Deloitte to furnish the Company with a letter addressed to the Commission stating whether it agrees with the statements made by the Company in response to Item 304(a) of Regulation S-K and, if not, stating the respects in which it does not agree. A copy of Deloitte's letter, dated March 9, 2012, is included as Exhibit 16.1 to this Form 8-K.
During fiscal years 2011 and 2010 and through the date of this Form 8-K, neither the Company nor anyone acting on its behalf consulted PWC 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 Company's consolidated financial statements or (2) any matter that was (a) either the subject of a disagreement with Deloitte on accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the matter in their report, or (b) a reportable event of the type described in Item 304(a)(1)(v) of Regulation S-K.
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.
