SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 6, 2004
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ONEIDA LTD.
(Exact name of Registrant as specified in its charter)
NEW YORK 1-5452 15-0405700
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification Number)
163-181 KENWOOD AVENUE, ONEIDA, NEW YORK 13421
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (315) 361-3000
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Former name or former address, if changed since last report N/A
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Item 4. Changes in Registrant's Certifying Public Accountant.
On May 6, 2004, PricewaterhouseCoopers LLP notified Oneida Ltd. (the
"Company") that it declined to stand for re-election as the Company's
independent accountant. The Company is currently interviewing other accounting
firms to serve as its independent accountant, but has not engaged another firm
at this time.
The reports of PricewaterhouseCoopers LLP on the Company's financial
statements for the years ended January 31, 2004 and January 25, 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, except the
report of PricewaterhouseCoopers LLP on the Company's financial statements for
the year ended January 31, 2004 stated that these financial statements were
prepared based on the assumption that the Company will continue as a going
concern and that the Company's significant losses and violation of certain
covenants in its debt instruments raised substantial doubt about the Company's
ability to continue as a going concern.
In connection with its audits of the Company's financial statements for
the two most recent fiscal years and through May 6, 2004, there have been no
disagreements with PricewaterhouseCoopers 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
PricewaterhouseCoopers LLP, would have caused PricewaterhouseCoopers LLP to make
reference thereto in its report on the Company's financial statements for such
years.
During the two most recent fiscal years and through May 11, 2004, there
was one reportable event (as defined in Item 304(a)(1)(v) of Regulation S-K). By
letter dated May 11, 2004, PricewaterhouseCoopers LLP informed the Audit
Committee of the Company's Board of Directors that PricewaterhouseCoopers LLP
had discovered a reportable condition relative to the Company's disclosure with
respect to segment reporting. PricewaterhouseCoopers LLP noted that while the
Company monitored and evaluated its results based on three reportable segments,
the Company only disclosed one reportable segment. This reportable condition has
been corrected, and three reportable segments were disclosed in the Company's
Annual Report on Form 10-K for the fiscal year ended January 2004.
The Company has requested PricewaterhouseCoopers LLP to furnish it a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements and, if not, stating the respects in which it
does not agree. A copy of that letter dated May 11, 2004 is filed as Exhibit
16.1 to this report.
The Company issued a press release on May 11, 2004 disclosing that
PricewaterhouseCoopers LLP declined to stand for re-election as the Company's
independent public accountant. A copy of the press release is attached hereto as
Exhibit 99.1.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
EXHIBIT 16.1 Letter from PricewaterhouseCoopers LLP to the
Securities and Exchange Commission, dated May 11, 2004
regarding its agreement with the statements made in
this report on Form 8-K.
EXHIBIT 99.1 News release dated May 11, 2004 disclosing that
PricewaterhouseCoopers LLP declined to stand for
re-election as the Company's independent public accountant.
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.
ONEIDA LTD.
By: /s/ GREGG R. DENNY
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Gregg R. Denny
Chief Financial Officer
Dated: May 11, 2004
EXHIBIT INDEX
Exhibit
Number Description
16.1 Letter from PricewaterhouseCoopers LLP to the Securities and Exchange
Commission, dated May 11, 2004, regarding its agreement with the
statements made in this report on Form 8-K.
99.1 News release dated May 11, 2004 disclosing that PricewaterhouseCoopers
LLP declined to stand for re-election as the Company's independent
public accountant.