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UNITED STATES
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):
September 22, 1998
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Wherehouse Entertainment, Inc.
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(Exact name of registrant as specified in its charter)
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Delaware 0-22289 95-4608339
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
19701 Hamilton Avenue
Torrance, California 90502-1334
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code:
1-310-538-2314
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Item 4. Changes in Registrant's Certifying Accountant.
Wherehouse Entertainment, Inc. (the "Registrant"), on September 22, 1998,
dismissed its independent accountant, Ernst & Young LLP and selected Deloitte &
Touche LLP as its independent accountant to audit its financial statements for
the year ending January 31, 1999. All descriptions contained herein of
communications between the Registrant and third parties and reports of third
parties are qualified in their entirety by the text of the communications and
reports referred to herein.
The decision to select Deloitte & Touche LLP was unanimously recommended by the
Registrant's Audit Committee and unanimously approved by the Registrant's Board
of Directors.
Ernst & Young LLP's report on the Registrant's financial statements for the past
two fiscal years did not contain an adverse opinion or a disclaimer of opinion
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
In connection with the audits of the Registrant for each of the two fiscal years
ended January 31, 1998, and in the subsequent interim periods, there were no
"reportable events" as that term is described in Item 304(a)(1)(v) of Regulation
S-K and no disagreements with Ernst & Young LLP on any matters of accounting
principles or practices, financial statement disclosure or auditing scope and
procedures that, if not resolved to the satisfaction of Ernst & Young LLP, would
have caused them to make reference to the matter in their report.
The Registrant has authorized Ernst & Young LLP to fully respond to any
inquiries by the Registrant's new independent auditor, Deloitte and Touche LLP.
Item 7. Exhibits
The following exhibits are attached:
Exhibit 16 Letter re change in certifying accountant.
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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.
Wherehouse Entertainment, Inc.
(Registrant)
By: /s/ Antonio C. Alvarez, II
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Antonio C. Alvarez, II
Its: Chairman of the Board, Chief
Executive Officer and President
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EXHIBIT 16
[ERNST & YOUNG LLP LETTERHEAD]
September 25, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated September 22, 1998, of Wherehouse
Entertainment, Inc. and are in agreement with the statements contained in the
third and fourth paragraphs on page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/s/ ERNST & YOUNG LLP
Ernst & Young LLP
