EXHIBIT 23.2
NOTICE REGARDING LACK OF CONSENT OF ARTHUR ANDERSEN LLP
On April 4, 2002, based upon the recommendation of its Audit Committee and
approved by its Board of Directors, Cadmus Communications Corporation (the
"Company") terminated the engagement of Arthur Andersen LLP ("Arthur Andersen")
as its independent public accountants and retained Ernst & Young LLP ("Ernst &
Young") as its new independent public accountants. Ernst & Young audited the
financial statements of the Company as of and for the fiscal years ended June
30, 2003 and June 30, 2002 and issued its report with respect thereto. However,
after reasonable efforts, the Company has been unable to obtain from Arthur
Andersen a reissued audit report with respect to the financial statements of the
Company as of and for the fiscal year ended June 30, 2001 (the "fiscal 2001
financial statements") or the Schedule II included in the Company's fiscal 2001
Annual Report on Form 10-K ("Schedule II").
This Annual Report on Form 10-K is incorporated by reference into the Company's
previously filed registration statements under the Securities Act of 1933. After
reasonable efforts, the Company has been unable to obtain Arthur Andersen's
written consent to the incorporation by reference into those registration
statements of its August 1, 2001 audit report and August 1, 2001 report on
Schedule II. In reliance on Rule 437a of the Securities Act of 1933, the Company
has instead filed with this Annual Report on Form 10-K a copy of the previously
issued audit report dated August 1, 2001 of Arthur Andersen with respect to the
fiscal 2001 financial statements and a copy of the previously issued report on
Schedule II dated August 1, 2001 of Arthur Andersen with respect to the fiscal
2001 Annual Report on Form 10-K.
Because the Company has not been able to obtain Arthur Andersen's consent,
Arthur Andersen may not have any liability under Section 11(a) of the Securities
Act(1) for any untrue statements of a material fact contained in the fiscal 2001
financial statements or the Schedule II included in the Company's fiscal 2001
Annual Report on Form 10-K or any omissions of a material fact required to be
stated therein. Accordingly, persons acquiring securities under those previously
filed registration statements may be unable to assert a claim against Arthur
Andersen under Section 11(a) of the Securities Act.
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(1) Section 11(a) of the Securities Act provides that if part of a registration
statement at the time it becomes effective contains an untrue statement of a
material fact, or omits a material fact required to be stated therein or
necessary to make the statements therein not misleading, any person acquiring a
security pursuant to such registration statement (unless it is proved that at
the time of such acquisition such person knew of such untruth or omission) may
assert a claim against, among others, an accountant who has consented to be
named as having certified any part of the registration statement or as having
prepared any report for use in connection with the registration statement.
AUGUST 1, 2001 AUDIT REPORT OF ARTHUR ANDERSEN LLP
Below is a copy of the audit report previously issued by Arthur Andersen in
connection with the Company's filing of its Annual Report on Form 10-K for the
fiscal year ended June 30, 2001. This audit report has not been reissued by
Arthur Andersen in connection with this Annual Report on Form 10-K.
Report of Independent Public Accountants
To the Shareholders and Board of Directors of
Cadmus Communications Corporation:
We have audited the accompanying consolidated balance sheets of Cadmus
Communications Corporation (a Virginia corporation), and subsidiaries as of June
30, 2001 and 2000, and the related consolidated statements of income, cash flows
and shareholders' equity for each of the three years in the period ended June
30, 2001. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards require that we plan and perform an audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Cadmus Communications
Corporation and subsidiaries as of June 30, 2001 and 2000, and the results of
their operations and their cash flows for each of the three years in the period
ended June 30, 2001, in conformity with accounting principles generally accepted
in the United States.
ARTHUR ANDERSEN LLP
Richmond, Virginia
August 1, 2001
AUGUST 1, 2001 REPORT OF ARTHUR ANDERSEN LLP ON SCHEDULE II
Below is a copy of the Report on Schedule II previously issued by Arthur
Andersen in connection with the Company's filing of its Annual Report on Form
10-K for the fiscal year ended June 30, 2001. This Report on Schedule II has not
been reissued by Arthur Andersen in connection with this Annual Report on Form
10-K.
Report of Independent Public Accountants on Schedule II
To the Shareholders and Board of Directors of
Cadmus Communications Corporation
We have audited in accordance with auditing standards generally accepted in the
United States, the consolidated financial statements included in Cadmus
Communication Corporation's annual report to shareholders incorporated by
reference in this Form 10-K, and have issued our report thereon dated August 1,
2001. Our audit was made for the purpose of forming an opinion on those
statements taken as a whole. The schedule listed in the accompanying index is
the responsibility of the Company's management and is presented for purposes of
complying with the Securities and Exchange Commission's rules and is not part of
the basic financial statements. The schedule has been subjected to the auditing
procedures applied in the audit of the basic financial statements and, in our
opinion, fairly states in all material respects the financial data required to
be set forth therein in relation to the basic financial statements taken as a
whole.
ARTHUR ANDERSEN LLP
Richmond, Virginia
August 1, 2001