2
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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): May 15, 2002
DELTA AND PINE LAND COMPANY
(Exact name of registrant as specified in its charter)
Delaware 62-1040440
(State or other jurisdiction)
(IRS employer of incorporation identification No.)
000-21788
(Commission file number)
One Cotton Row, Scott, Mississippi 38772
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (662) 742-4000
Item 4. Changes in Registrant's Certifying Accountant
Effective May 15, 2002, at the recommendation of the Audit Committee, the Board
of Directors of Delta and Pine Land Company ("Delta and Pine Land") engaged KPMG
LLP ("KPMG") as Delta and Pine Land's independent auditors. During the two most
recent fiscal years and through May 14, 2002, Delta and Pine Land did not
consult KPMG with respect to 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 consolidated financial statements of Delta
and Pine Land, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
KPMG replaces the firm of Arthur Andersen LLP ("Arthur Andersen"), who
was dismissed by Delta and Pine Land's Board of Directors at the recommendation
of the Audit Committee. In light of the uncertainties involving Arthur Andersen,
Delta and Pine Land's Board of Directors and Audit Committee determined that it
was in the best interests of Delta and Pine Land to appoint a different
independent auditing firm.
Arthur Andersen issued an unqualified opinion on the consolidated
financial statements of Delta and Pine Land as of and for the years ended August
31, 2001 and 2000. To the knowledge of management, during the fiscal years ended
August 31, 2001 and 2000, and in the subsequent period through the date of
dismissal, there were no disagreements with Arthur Andersen on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope and procedures which, if not resolved to the satisfaction of Arthur
Andersen, would have caused it to make reference to the matter in connection
with their report on the financial statements. Additionally, during such periods
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
Delta and Pine Land has requested, and Arthur Andersen has furnished, a
letter addressed to the Securities and Exchange Commission stating that Arthur
Andersen agrees with the statements made by Delta and Pine Land herein. A copy
of that letter from Arthur Andersen to the Securities and Exchange Commission is
filed as Exhibit 16 to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit No. Description
- ----------- -----------
16 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated May 14, 2002
regarding change in certifying accountant
99.1 Press Release dated May 16, 2002
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.
DELTA AND PINE LAND COMPANY
Date: May 17, 2002 /s/ W. Thomas Jagodinski
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W. Thomas Jagodinski,
Senior Vice President - Finance and Treasurer