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
Date of Report (Date of earliest event reported): April 6, 2004
99(CENT) ONLY STORES
(Exact Name of Registrant as Specified in Charter)
California 1-11735 95-2411605
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
4000 East Union Pacific Avenue
City of Commerce, California 90023
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (323) 980-8145
ITEM 4. Changes in Registrant's Certifying Auditors
By unanimous consent dated April 6, 2004, the Board of Directors of 99
Cents Only Stores (the "Registrant"), upon recommendation of its Audit
Committee, approved the dismissal of PricewaterhouseCoopers LLP ("PWC") as the
Registrant's outside auditors. The Registrant will continue to retain PWC for
tax services. The appointment of another firm as the Company's independent
public accountants for the fiscal year ending December 31, 2004 is expected to
be announced within the next week.
The audit reports of PWC with respect to the consolidated financial
statements of the Registrant and subsidiaries as of and for the fiscal years
ended December 31, 2002 and December 31, 2003 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 years ended December 31, 2002 and December 31, 2003 and from
January 1, 2004 through April 6, 2004, there were no disagreements with PWC on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to PWC's
satisfaction, would have caused it to make reference to the subject matter in
connection with its report on the Registrant's financial statements for such
years; and there were no reportable events as defined in Item of 304(a)(1)(v) of
Regulation S-K.
The Registrant provided PWC with a copy of the above disclosures and has
requested PWC to furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with the statements made by
the Registrant in response to this Item 4 and, if not, stating the respects in
which it does not agree. The Registrant will file by amendment to this Form 8-K
report a copy of such letter when it is received.
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 hereunto duly authorized.
99(cent)ONLY STORES
Date: April 13, 2004 By: /S/ ANDREW FARINA
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Andrew Farina
Chief Financial Officer