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UNITED STATES
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): October 10, 2002
PRO-FAC COOPERATIVE, INC.
(Exact Name of Registrant as Specified in Charter)
New York 0-20539 16-6036816
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(State or other jurisdiction of incorporation) (Commission File Number) (IRS Employer Identification Number)
90 Linden Oaks, Rochester, New York 14625
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(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number Including Area Code: (585) 383-1850
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Item 4. Changes in Registrant's Certifying Accountant
On October 10, 2002, Pro-Fac Cooperative, Inc. (the "Company"), dismissed
PricewaterhouseCoopers LLP ("PricewaterhouseCoopers") as its independent
auditor. The Company's decision to dismiss PricewaterhouseCoopers was approved
by the Company's full Board of Directors. The Company is currently in the
process of interviewing auditing firms to act as the Company's new principal
independent auditor for the fiscal year ending June 28, 2003. The date of the
engagement of a new independent accountant will be disclosed in a subsequent
8-K filing.
PricewaterhouseCoopers' reports on the Company's consolidated financial
statements for each of the fiscal years ended June 29, 2002 and June 30, 2001
did not contain an adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During the fiscal years ended June 29, 2002 and June 30, 2001, and through the
date of this Form 8-K, there were no disagreements with PricewaterhouseCoopers
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which disagreements, if not resolved
to PricewaterhouseCoopers satisfaction, would have caused PricewaterhouseCoopers
to make reference to the subject matter of the disagreements in connection with
its report on the Company's consolidated financial statements for such years.
None of the reportable events described under Item 304(a)(1)(v) of Regulation
S-K occurred within the Company's two most recent fiscal years and the
subsequent interim period through the date of this Form 8-K.
The Company provided PricewaterhouseCoopers with a copy of the disclosures in
the preceding paragraphs. A letter from PricewaterhouseCoopers to the Securities
and Exchange Commission dated October 15, 2002, stating its agreement with these
statements is attached as Exhibit 16.1.
Item 7. Financial Statements, Pro-Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired.
None
(b) Pro-Forma Financial Information.
None
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP to the Securities and
Exchange Commission dated October 15, 2002.
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SIGNATURES
The Company has duly caused this Report to be signed on its behalf by
the undersigned thereunto duly authorized.
PRO-FAC COOPERATIVE, INC.
Date: October 15, 2002 By: /s/ Stephen R. Wright
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Stephen R. Wright,
General Manager and Secretary
(Principal Executive Officer and
Principal Financial Officer)
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INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission dated October 15, 2002.
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