Securities and Exchange Commission
Washington, D.C. 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): April 19, 2004
JOS. A. BANK CLOTHIERS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3189198
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(State of Incorporation) (I.R.S. Employer Identification No.)
500 Hanover Pike, Hampstead, MD 21074
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(Address of principal executive offices) (zip code)
(410) 239-2700
(Registrant's telephone number, including area code)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
KPMG LLP ("KPMG") was previously engaged as the principal accountant to
audit the financial statements of Jos. A. Bank Clothiers, Inc. (the "Company").
On April 19, 2004 the Company dismissed KPMG as its principal accountant. On
April 20, 2004 the Company engaged Ernst & Young LLP ("E&Y") as its principal
accountant to audit the Company's financial statements. The decision to dismiss
KPMG and engage E&Y was approved by the audit committee of the board of
directors of the Company.
During the Company's two most recent fiscal years and during the
subsequent interim period through April 19, 2004, (a) there were no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements if not resolved to KPMG's satisfaction would have caused it to
make reference to the subject matter of the disagreement in connection with its
reports and (b) there were no reportable events, as listed in Item 304(a)(1)(v)
of Regulation S-K.
The audit reports of KPMG LLP on the consolidated financial statements
of Jos. A. Bank Clothiers, Inc. and subsidiaries as of and for the years ended
February 1, 2003 and January 31, 2004 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 Company's two most recent fiscal years and through the date
of the Audit Committee's decision, the Company did not consult with E&Y with
respect to the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be
rendered on the Company's consolidated financial statements, or any other
matters or reportable events as set forth in Item 304 (a) (2) (i) and (ii) of
Regulation S-K.
The Company provided KPMG with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of KPMG's letter, dated April 20, 2004, stating
its agreement with the statements made in (a) the first two sentences of the
first paragraph and (b) the second and third paragraphs of this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits. The following exhibit is filed with this Report.
Exhibit
Number Description
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16 Letter from KPMG LLP to the Securities and Exchange Commission
dated April 20, 2004
SIGNATURE
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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.
Jos. A. Bank Clothiers, Inc.
(Registrant)
By: /s/ Robert N. Wildrick
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Robert N. Wildrick
Chief Executive Officer and Director
Dated April 20, 2004
EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from KPMG LLP to the Securities and Exchange Commission
dated April 20, 2004