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): May 12, 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") performed the audit of the financial statements of
the Company for the Fiscal Year ended January 31, 2004 and issued an unqualified
opinion thereon. On April 19, 2004, the Audit Committee notified KPMG that they
would not be our principal accountant for the Fiscal Year ending January 29,
2005 (the "2004 Fiscal Year") and on April 20, 2004 the Audit Committee engaged
Ernst & Young LLP ("E&Y") as our principal accountant. Prior to the engagement,
an Administrative Law Judge of the Securities and Exchange Commission had issued
an Order and Initial Decision In the Matter of Ernst & Young LLP, File No.
3-10933, suspending E&Y from accepting audit engagements for new Commission
registrant audit clients for a period of six months from the date that the
Initial Decision became effective. E&Y represented to us that the Order and
Initial Decision would not prevent the Company from engaging E&Y until such
Order and Initial Decision was entered as a final order of the Securities and
Exchange Commission. On April 26, 2004, nearly a week after we had engaged E&Y,
the Order became final. The following day, the Office of the Chief Accountant of
the Securities and Exchange Commission issued a letter setting forth guiding
principles regarding E&Y's suspension. Pursuant to those guiding principles, and
subject to certain exceptions, E&Y was prohibited for a term of six months from
accepting as a new Commission registrant audit client, inter alia, any entity
with which E&Y did not have a continuing audit relationship as of April 16,
2004. Therefore, E&Y could not, consistent with the guiding principles, continue
as our principal accountant. As approved by the Audit Committee, on May 12,
2004, we engaged Deloitte & Touche LLP ("Deloitte") as our principal accountant
to audit our financial statements for the 2004 Fiscal Year.
During the Company's two most recent fiscal years and during the
subsequent interim period through May 12, 2004, (a) there were no disagreements
with E&Y on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures, which disagreements if
not resolved to E&Y'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.
E&Y did not issue any audit reports 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.
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 Deloitte
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 E&Y with a copy of the foregoing disclosures.
Attached as Exhibit 16 is a copy of E&Y's letter, dated May 14, 2004, stating
that they (a) are in agreement with the statements contained in paragraphs one
through three above and (b) have no basis to agree or disagree with other
statements of the registrant contained herein.
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 Ernst & Young LLP to the Securities and Exchange
Commission dated May 14, 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 May 14, 2004
EXHIBIT INDEX
Exhibit
Number Description
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16 Letter from Ernst & Young LLP to the Securities and Exchange
Commission dated May 14, 2004