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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
Three D Departments, Inc.
(Exact name of registrant as specified in its charter)
Date of Report: January 16, 1998
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Delaware 1-5967 06-0733200
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(State or other (Commission (IRS Employer
jurisdiction of incorporation) File Number) Identification (No.)
3535 Hyland Avenue, Suite 200 92626
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 714 662-0818
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N/A
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous independent accountants
(i) On January 16, 1998, Three D Departments, Inc. dismissed Price
Waterhouse LLP as its independent accountants.
(ii) The reports of Price Waterhouse LLP on the financial statements for the
past two fiscal years contained no adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iii) The Registrant's Board of Directors participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years and
through January 16, 1998, there have been no disagreements with Price
Waterhouse LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Price Waterhouse
LLP would have caused them to make reference thereto in their report on
the financial statements for such years.
(v) During the two most recent fiscal years and through January 16, 1998,
there have been no reportable events (as defined in Regulation S-K Item
304(a)(l)(v).
(vi) The Registrant has requested that Price Waterhouse LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the
above statements. A copy of such letter, dated January 21, 1998, is
filed as Exhibit 16 to this Form 8-K.
(b) New independent accountants
The Registrant engaged BDO Seidman, LLP as its new independent
accountants as of January 16, 1998. During the two most recent fiscal
years and through January 16, 1998, the Registrant has not consulted
with BDO Seidman, LLP regarding either (i) 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
Registrant's financial statements, and either a written report was
provided to the Registrant or oral advice was provided that BDO
Seidman, LLP concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing or
financial reporting issue; or (ii) any matter that was either the
subject of a disagreement, as that term is defined in Item
304(a)(l)(iv) of Regulation S-K and the related instructions to Item
304 of Regulation S-K, or a reportable event, as that term is defined
in Item 304(a)(l)(iv) of Regulation S-K.
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Item 7. Financial Statements and Exhibits
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(a) Letter from Price Waterhouse LLP dated January 21, 1998.
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.
THREE D DEPARTMENTS, INC.
By: /s/ STEVEN R. KERKSTRA
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Steven R. Kerkstra
Chief Financial Officer
Date: January 23, 1998
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January 21, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.,
Washington, D.C. 20549
Ladies and Gentlemen:
Three D Departments, Inc.
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We have read Item 4 of Three D Departments, Inc.'s Form 8-K dated January 23,
1998 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
PRICE WATERHOUSE LLP
