Current Report Filing (8-k)
July 08 2014 - 4:46PM
Edgar (US Regulatory)
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): July 8, 2014 (July 3, 2014)
GREIF, INC.
(Exact name of registrant as specified in its charter)
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Delaware |
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001-00566 |
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31-4388903 |
(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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425 Winter Road, Delaware, Ohio |
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43015 |
(Address of principal executive offices) |
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(Zip Code) |
Registrants telephone number, including area code: (740) 549-6000
Not Applicable
(Former
name or former address, if changed since last report.)
Check the appropriate box below
if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Section 4 Matters Related to Accountants and Financial Statements
Item 4.01 |
Changes in Registrants Certifying Accountant. |
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(a) |
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(1) |
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Ernst & Young LLP (EY) has been the independent registered public accounting firm for Greif, Inc. (the Company). On July 3, 2014, EY informed the Company that it is resigning as the Companys
independent public accounting firm effective after the Company files its Form 10-Q for its fiscal quarter ending July 31, 2014, which the Company anticipates filing on or about September 9, 2014. |
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(2) |
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For the two fiscal years ended October 31, 2013, the reports of EY on the Companys consolidated financial statements did not contain an adverse opinion, or a disclaimer of opinion, nor were any such reports qualified or
modified as to uncertainty, audit scope, or accounting principles. |
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(3) |
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In connection with the audits of consolidated financial statements for each of the Companys two fiscal years ended October 31, 2013 and the subsequent period through July 3, 2014, there were no disagreements between EY and the
Company regarding any matters of accounting principles or practices, financial statement disclosure or auditing scope which, if not resolved to the satisfaction of EY, would have caused it to make reference thereto in its reports on the financial
statements for such years. |
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(4) |
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As disclosed in the Companys Annual Reports on Form 10-K for the years ended October 31, 2013 and 2012 (the 2013 and 2012 Form 10-Ks) and in its Quarterly Report on Form 10-Q for the quarterly period ended April
30, 2014 (the 2014 Second Quarter Form 10-Q), management has concluded that the Company did not maintain effective internal control over financial reporting as of October 31, 2013 and 2012 and April 30, 2014 as a result of material
weaknesses described in Item 9A of the 2013 and 2012 Form 10-Ks and in Item 4 of the 2014 Second Quarter Form 10-Q, which disclosure is incorporated herein by reference. EY issued an adverse opinion on the effectiveness of internal controls over
financial reporting as of October 31, 2013 and 2012 as a result of the material weaknesses identified therein. The Companys Audit Committee has discussed the material weaknesses in the Companys internal control over financial reporting
with EY and has authorized EY to respond fully to the inquiries of the Companys new independent accountant concerning such material weaknesses. |
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(5) |
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The Company has provided a copy of this Form 8-K to EY and has requested that EY furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements in this item
4.01(a). A copy of such letter, dated July 8, 2014, is filed as Exhibit 16 to this Form 8-K. |
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(b) |
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The Companys Audit Committee has directed the Companys management to prepare and seek requests for proposals from certain independent registered public accounting firms regarding the audit of the Companys financial
statements for its fiscal year ending October 31, 2014. The Company shall file a Form 8-K under Item 4.01(b) of that report at such time as the new independent registered public accounting firm has been engaged, which report shall provide the
information required by Item 304(a)(2) of Regulation S-K. |
Section 9 Financial Statements and Exhibits
Item 9.01. |
Financial Statements and Exhibits. |
(d) Exhibits.
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Exhibit No. |
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Description |
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16 |
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Letter from Ernst & Young LLP dated July 8, 2014. |
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.
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GREIF, INC. |
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Date: July 8, 2014 |
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By |
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/s/ Lawrence A. Hilsheimer |
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Lawrence A. Hilsheimer Executive Vice
President and Chief Financial Officer |
EXHIBIT INDEX
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Exhibit No. |
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Description |
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16 |
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Letter from Ernst & Young LLP dated July 8, 2014. |
Exhibit 16
July 8, 2014
Securities and Exchange Commission
100 F Street, N.E.
Washington, DC 20549
Ladies and Gentlemen:
We have read Item 4.01 of Form 8-K
dated July 8, 2014 of Greif, Inc. and are in agreement with the statements contained in Item 4.01(a). We have no basis to agree or disagree with other statements of the registrant contained therein.
Regarding the registrants statement concerning the material weaknesses in internal control over financial reporting included in the fourth paragraph in
Item 4.01(a), we had considered such matters in determining the nature, timing, and extent of procedures performed in our audit of the registrants 2013 and 2012 financial statements.
/S/ Ernst & Young LLP
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