UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Sections 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event
reported): June 9, 2002
RIVERWOOD HOLDING, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-11113 58-2205241
------------------------- ------------------------- ------------------------
(State or other Commission File Number (I.R.S. Employer
jurisdiction of Identification No.)
Incorporation or
organization)
3350 Riverwood Parkway
Suite 1400
Atlanta, Georgia 30339
(Address of principal executive offices)
(Zip Code)
(770) 644-3000
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 6, 2002, Deloitte & Touche LLP ("Deloitte") advised Riverwood Holding,
Inc. ("Riverwood") that, for the reason described below, Deloitte no longer
considers itself independent with respect to Riverwood. In light of this
determination by Deloitte, at a meeting held on June 9, 2002, upon the
recommendation of the Audit Committee, the Board of Directors of Riverwood
dismissed Deloitte as Riverwood's auditors, effective immediately, and appointed
PricewaterhouseCoopers LLP to serve as Riverwood's independent auditors for the
current fiscal year ending December 31, 2002.
On October 12, 2001, Riverwood entered into a settlement agreement with the
Louisiana Department of Revenue to pay $29.5 million to the State of Louisiana
to settle all Louisiana state income tax issues related to the period ended
March 27, 1996 and the nine month period ended December 31, 1996. Riverwood made
this payment on October 25, 2001.
The settlement related to certain Louisiana state income tax matters that
arose out of the acquisition of Riverwood's predecessor in 1996. Deloitte had
provided tax-related services in connection with the acquisition. Deloitte
was recently requested to make a payment arising out of the tax-related
services. As a result of such request and a subsequent meeting, Deloitte has
advised Riverwood that it no longer considers itself independent with respect
to Riverwood.
Deloitte's determination with respect to its independence does not affect its
reports on Riverwood's consolidated financial statements for any past fiscal
year or its reviews of Riverwood's interim condensed consolidated financial
statements for any previous quarterly period.
Deloitte's reports on Riverwood's consolidated financial statements for each of
the past two fiscal years did not contain an adverse opinion or disclaimer of
opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During each of Riverwood's two most recent fiscal years and the subsequent
interim period through June 9, 2002, there were: (i) no disagreements with
Deloitte on any matters of accounting principle or practice, financial statement
disclosure, or auditing scope and procedures which, if not resolved to the
satisfaction of Deloitte, would have caused them to make reference to the
subject matter of the disagreement in connection with their reports on
Riverwood's consolidated financial statements for such years; and (ii) no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
Riverwood has provided Deloitte with a copy of the foregoing disclosures.
Attached as Exhibit 16.1 to this Form 8-K is a copy of Deloitte's letter to the
Securities and Exchange Commission, dated June 11, 2002, stating its agreement
with such statements.
During each of Riverwood's two most recent fiscal years and the subsequent
interim period through June 9, 2002, Riverwood did not consult
PricewaterhouseCoopers LLP 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 Riverwood's consolidated financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-K.
Riverwood continues to work towards the completion of its previously announced
proposed initial public offering and related financing transactions.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits.
Exhibit 16.1 Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission dated June 11, 2002.
SIGNATURE
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 thereunto duly authorized.
RIVERWOOD HOLDING, INC.
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(Registrant)
Date: June 11, 2002 By: /s/ Edward W. Stroetz
-----------------------------------------
Edward W. Stroetz Jr.
Secretary
Date: June 11, 2002 By: /s/ Daniel J. Blount
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Daniel J. Blount
Senior Vice President and
Chief Financial Officer
EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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16.1 Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission dated June 11, 2002.