UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) December 22, 2003
HANOVER FOODS CORPORATION
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(Exact name of registrant as specified in its charter)
Pennsylvania 000-17896 23-0670710
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(State or other jurisdiction of (Commission File Number) (IRS Employer
incorporation) Identification No.)
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1486 York Street, P. O. Box 334
Hanover, Pennsylvania 17331
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(Address of principal executive offices)
(717) 632-6000
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(Registrant's telephone number,
including area code)
Not Applicable
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(Former name or former address,
if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant.
On December 16, 2003, the audit committee of Hanover Foods Corporation
(the "Company") engaged BDO Seidman, LLP as the Company's independent auditor to
audit the Company's consolidated financial statements for the year ending May
20, 2004. BDO Seidman, LLP replaced KPMG LLP who had been engaged by the Company
as the independent accountants to audit the Company's consolidated financial
statements. KPMG LLP was replaced effective December 16, 2003.
The decision to change the Company's independent accountants from KPMG
LLP to BDO Seidman, LLP, was approved by the Audit Committee of the Board of
Directors.
The reports of KPMG LLP, on the financial statements of the Company
during the two-year period ended June 1, 2003, did not contain an adverse
opinion, or a disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope, or accounting principles. During the two-year period
ended June 1, 2003, and interim period from June 2, 2003 through August 31,
2003, the Company did not have any disagreements with KPMG LLP, 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
KPMG LLP, would have caused it to make a reference to the subject matter of the
disagreements in connection with its reports
In connection with the filing of this Form 8-K, KPMG LLP was provided
with a copy of this disclosure and was requested by the Company to furnish to
the Company a letter addressed to the SEC stating whether KPMG, LLP agrees with
the above statements. A copy of KPMG LLP's letter to the SEC is attached hereto
as Exhibit 16 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
None.
(b) Pro-forma financial information.
None.
(c) Exhibits.
The following exhibit is filed herewith:
S-K Exhibit
Number Description
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16 Letter regarding change in certifying accountant.
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 hereunto duly authorized.
HANOVER FOODS CORPORATION
Date: December 22, 2003 By: /s/ Gary Knisely
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Name: Gary Knisely
Title: Chief Financial Officer, Counsel,
Executive Vice President and
Secretary
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EXHIBIT INDEX
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S-K Exhibit
Number Description
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16 Letter regarding change in certifying accountant.
4