SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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): June 6, 2002
ALLOU HEALTH & BEAUTY CARE, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
1-10340 11-2953972
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(Commission File No.) (IRS Employer Identification No.)
50 Emjay Boulevard, Brentwood, New York 11717
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(Address of Principal Executive Offices) (Zip Code)
(631) 273-4000
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(Registrant's telephone number, including area code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On June 6, 2002 our Board of Directors dismissed Arthur Andersen LLP
("Andersen") as our independent public accountants and appointed KPMG LLP
("KPMG") to serve as our independent public accountants. These actions were
taken at the recommendation of our Audit Committee.
Andersen had been appointed as our independent public accountants on June
14, 2001, and rendered its report only with respect to our consolidated
financial statements as of and for the fiscal year ended March 31, 2001 which
financial statements were included within our annual report on Form 10-K filed
with the Securities and Exchange Commission on July 3, 2001.
Andersen's report on our consolidated financial statements as of and for
the fiscal year ended March 31, 2001, which is the only report issued by
Andersen on our financial statements since Andersen's appointment as our
independent public accountants, did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
Since its engagement as our independent public accountants, and through the
date of this report, (i) there was no disagreement with Andersen on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of
Andersen, would have caused Andersen to make reference to the subject matter of
the disagreement in connection with their report on our consolidated financial
statements and (ii) there was no disagreement or difference of opinion with
Andersen regarding any "reportable event," as that term is defined in Item
304(a)(1)(v) of Regulation S-K.
During our previous two fiscal years and through the date of this report,
we did not consult KPMG regarding either (i) the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on our financial statements or (ii) any
matter that was either the subject of a disagreement, within the meaning of Item
304(a)(1)(iv) of Regulation S-K, or any "reportable event, " as that term is
defined in Item 304(a)(1)(v) of Regulation S-K.
We provided Andersen with a copy of this report and requested that Andersen
furnish us with a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made by us in this report and, if
not, stating the respects in which it does not agree. The letter provided by
Andersen is attached hereto as Exhibit 16.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits:
16. Letter of Arthur Andersen LLP re: Change in Certifying
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 thereunto duly authorized.
ALLOU HEALTH & BEAUTY CARE, INC.
Date: June 6, 2002 By: /s/ David Shamilzadeh
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Name: David Shamilzadeh
Title: President, Principal Financial Officer
and Principal Accounting Officer
EXHIBIT INDEX
Exhibit No. Description
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16. Letter of Arthur Andersen LLP re: Change in
Certifying Accountant.