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
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Date of Report (date of earliest
event reported)
April 11, 2002 (April 11, 2002)
Korn/Ferry International
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(Exact name of registrant as specified in its charter)
Delaware 001-14505 95-2623879
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(State of (Commission File Number) (IRS Employer
incorporation) Identification
No.)
1800 Century Park East, Suite 900, Los Angeles, California 90067
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(Address of principal executive offices) (Zip Code)
(310) 552-1834
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(Registrant's telephone number,
including area code)
N/A
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(Former name or former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountants.
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On April 11, 2002, our board of directors, upon recommendation of the
Audit Committee, resolved (i) to dismiss Arthur Andersen LLP as our independent
auditors and (ii) to appoint Ernst & Young LLP to replace Arthur Andersen. Ernst
& Young LLP will audit our financial statements for the fiscal year ending April
30, 2002.
The audit reports of Arthur Andersen on our consolidated financial
statements for each of the fiscal years ended April 30, 2001 and April 30, 2000
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended April 30, 2001 and the
subsequent period through the date hereof, there were no disagreements with
Arthur Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to Arthur Andersen's satisfaction, would have caused Arthur
Andersen to make reference to the subject matter of the disagreements in
connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of
Regulation S-K occurred within the two most recent fiscal years ended April 30,
2001 or within the interim period through the date hereof.
We provided Arthur Andersen with a copy of the above disclosures and
requested that Arthur Andersen furnish us with a letter addressed to the
Securities and Exchange Commission stating its agreement with the above
statements. A copy of that letter, dated April 12, 2002, is filed as Exhibit
16.1 to this Form 8-K.
During the two most recent fiscal years ended April 30, 2001, and the
subsequent period through the date hereof, we did not consult with Ernst & Young
regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii)
of Regulation S-K.
Item 7. Financial Statements and Exhibits.
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Exhibit No. Description
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16.1 Letter of Arthur Andersen LLP to the Securities and Exchange
Commission, dated April 12, 2002, 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.
KORN/FERRY INTERNATIONAL
By: /s/ Gary D. Burnison
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Name: Gary D. Burnison
Title: Executive Vice President
and Chief Financial
Officer
Date: April 15, 2002
EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter of Arthur Andersen LLP to the Securities and Exchange
Commission, dated April 12, 2002, regarding change in
certifying accountant.