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): February 22, 2012
U.S. PREMIUM
BEEF, LLC
(Exact name of
Registrant as specified in its charter)
Delaware
(State
or other jurisdiction of incorporation)
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333-115164 |
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20-1576986
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(Commission File Number)
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(I.R.S. Employer Identification No.)
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12200 North Ambassador
Drive
Kansas
City, Missouri
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64163
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(Address of principal executive
offices)
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(Zip Code)
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(816) 713-8800
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Registrant’s
telephone, number, including area code
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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):
□ Written communications pursuant to Rule 425 under the
Securities Act (17 CFR 230.425)
□ Soliciting material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
□ Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240-14d-2(b))
□ Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
4.01 Changes in Registrant’s Certifying Accountant
On
February 22, 2012, U.S. Premium Beef, LLC (the “Company”) dismissed KPMG LLP
(“KPMG”) as the Company’s independent registered public accounting firm. The
Company’s decision to dismiss KPMG was approved by the Board of Directors of
the Company.
The reports of KPMG on the financial statements of the
Company included in the Company’s annual reports filed on Form 10-K for the
fiscal years ended August 27, 2011 and August 28, 2010 contained no adverse
opinion or disclaimer of opinion and were not qualified or modified as to
uncertainty, audit scope or accounting principle.
During
the fiscal years ended August 27, 2011 and August 28, 2010, and through
February 22, 2012, there have been no: (i) disagreements with KPMG 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, would have caused KPMG to make reference to the subject
matter of the disagreement in its reports on the financial statements of the
Company for the periods referenced above; or (ii) “reportable events” as
defined in Item 304(a)(1)(v) of Regulation S-K.
The
Company has provided KPMG with a copy of the disclosures above and
has requested that KPMG furnish the Company with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
above disclosures. A copy of the letter is filed as Exhibit 16.1 to this
current report on Form 8-K.
On
February 28, 2012, the Company engaged PricewaterhouseCoopers LLP (“PwC”) as
its new independent registered public accounting firm.
Item 9.01
Financial Statements and Exhibits
(d) Exhibits
The following is
filed as an Exhibit to this Report:
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Exhibit No.
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Description
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16.1
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Letter from KPMG to the
Securities and Exchange Commission dated February 27, 2012
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2
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.
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U.S.
PREMIUM BEEF, LLC
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By: /s/ Steven D. Hunt
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Steven D. Hunt
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Chief Executive Officer
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Date:
February 28, 2012
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