UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
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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 30, 2004
WILLAMETTE VALLEY VINEYARDS, INC.
(Exact name of registrant as specified in charter)
Oregon 0-21522 93-0981021
(State or other juris- (Commission (IRS Employer
diction of incorporation) Number) Identification Number)
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8800 Enchanted Way, S.E.,
Turner, Oregon 97392
(503)-588-9463
(Address, including Zip code, and telephone number,
including area code, of registrant's principal executive offices)
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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))
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WILLAMETTE VALLEY VINEYARDS, INC.
INDEX TO FORM 8-K
Section 4 - Matters related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant
On December 8, 2004, Willamette Valley Vineyards, Inc.'s (the "Company") Audit
Committee unanimously agreed to engage Moss Adams LLP as the Company's
Independent Registered Public Accounting Firm for the year ending December 31,
2004. Moss Adams stated that acceptance of the audit engagement was dependent
on the successful completion of a business loan agreement that would replace
the line of credit agreement expiring on January 5, 2005. A business loan
agreement with Umpqua Bank was finalized on December 30, 2004, at which point
Moss Adams agreed to become the Company's Independent Registered Public
Accounting Firm for the year ended December 31, 2004. Based upon the
resolution passed at a meeting of the Company's Audit Committee on December 8,
2004, the Audit Committee has determined that December 30, 2004 is the date on
which the engagement was finalized for purposes of this filing.
Except as set forth above, the Company did not consult with Moss Adams prior to
its engagement on the application of accounting principles applicable to the
Company, the type of audit opinion that might be rendered or any written or
oral advise on any factor considered important by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue, including,
without limitation, any issue identified in the Company's Form 8-K filed on
December 15, 2004 in connection with the termination of the Company's prior
auditor.
Section 8 - Other Events
Item 8.01 Other Events.
On December 30, 2004, the Company entered into a business loan agreement with
Umpqua Bank, under which the Company may borrow a maximum of $2,000,000 for
operations. The interest rate under the loan agreement is equal to Umpqua's
Prime Rate. The agreement contains certain restrictive financial covenants
with respect to total equity, debt-to-equity and debt coverage. The borrowings
are collateralized by the Company's bulk and case goods inventory, and the
proceeds from the sales thereof. The agreement replaced the existing
$2,000,000 line of credit the Company had with GE Commercial Distribution
Finance Corporation and all amounts borrowed under the Umpqua loan agreement
are due on or before January 5, 2006. As of December 30, 2004, borrowings
under the Umpqua bank loan agreement were approximately $1,232,251.
On December 23, 2004, the Company entered into a grape purchase agreement with
one of its Willamette Valley wine grape growers whereby the grower agreed to
plant 40 acres of Pinot gris and 50 acres of Riesling and the Company agreed to
purchase the yield at fixed contract prices through the year 2015. The
winegrower must meet strict quality standards for the wine grapes to be
accepted by the Company at time of harvest and delivery.
SIGNATURES
Pursuant to the requirements of the Security Exchange Act of 1934, as amended,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
WILLAMETTE VALLEY VINEYARDS, INC.
Date: January 3, 2005 By /s/ James W. Bernau
James W. Bernau
President
Date: January 3, 2005 By /s/ Sean M. Cary
Sean M. Cary
Controller