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Exhibit 16.1
January 11, 2001
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Stage Stores, Inc. (copy
attached), which we understand will be filed with the
Commission, pursuant to Item 4 of Form 8-K, as part of the
Company's Form 8-K report dated January 4, 2001. We agree with
the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
(Attachment to PricewaterhouseCoopers LLP's letter)
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
January 4, 2001
(Date of Report, date of earliest event reported)
Stage Stores, Inc.
(Exact name of registrant as specified in its charter)
001-14035
(Commission File Number)
DELAWARE 76-0407711
(State or other jurisdiction (I.R.S. Employer Identification
of incorporation) No.)
10201 Main Street, Houston, 77025
Texas (Zip Code)
(Address of principal executive
offices)
(713) 667-5601
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
ITEM 4. Change in Registrant's Certifying Accountant.
Dismissal of PricewaterhouseCoopers LLP
On January 4, 2001, PricewaterhouseCoopers LLP
("PricewaterhouseCoopers"), the independent accountant which was
previously engaged as the principal accountant to audit the
Company's financial statements, was dismissed so that the Company
could engage the auditing services of Deloitte & Touche LLP.
PricewaterhouseCoopers' report on the Company's financial
statements for the fiscal year ended January 30, 1999 did not
contain an adverse opinion or a disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope, or
accounting principals. However, in its report on the Company's
financial statements for the fiscal year ended January 29, 2000,
it described certain adverse financial developments, which
resulted in the Company's filing for protection under Chapter 11
of Title 11 of the United States Bankruptcy Code on June 1, 2000,
and qualified its report as follows: "These matters raise
substantial doubt about the Company's ability to continue as a
going concern. Management's plans in regard to these matters are
also described in Note 2 to the financial statements. The
financial statements do not include any adjustments that might
result from the outcome of this uncertainty."
The decision to change accountants was recommended by the
Company's audit committee.
During the Company's two most recent fiscal years and
through January 4, 2001, there have not been any disagreements
with PricewaterhouseCoopers on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, which disagreement if not resolved
to the satisfaction of PricewaterhouseCoopers would have (i)
caused them to make reference thereto in their report on the
financial statements for such years and or (ii) required
disclosure herein.
The Company provided PricewaterhouseCoopers with a copy of
this Form 8-K prior to its filing with the SEC and requested that
it furnish the Company with a letter addressed to the SEC stating
whether it agrees with the statements concerning it made in this
Form 8-K and, if not, stating the respects in which it does not
agree. The letter of PricewaterhouseCoopers is attached as an
exhibit to this Form 8-K. In its letter, PricewaterhouseCoopers
states that it agrees with the Company's statements concerning it
made in this Form 8-K.
Engagement of Deloitte & Touche LLP
On January 8, 2001, Deloitte & Touche LLP ("Deloitte &
Touche") was engaged by the Company as the principal accountant
to audit the Company's financial statements.
The Company has not consulted with Deloitte & Touche during
the Company's two most recent fiscal years and any subsequent
interim period prior to engaging Deloitte & Touche 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 Company's
financial statements; or (ii) any matter that was either the
subject of a disagreement or a reportable event, as those terms
are defined in Item 304(a) of Regulation S-K.
The Company provided Deloitte & Touche with a copy of this
Form 8-K prior to its filing with the SEC and requested that it
furnish the Company with a letter addressed to the SEC stating
whether it agrees with the statements made concerning it in this
Form 8-K and, if not, stating the respects in which it does not
agree. The letter of Deloitte & Touche is attached as an exhibit
to this Form 8-K. In its letter, Deloitte & Touche states that it
agrees with the Company's statements concerning it made in this
Form 8-K.
ITEM 7. Financial Statements and Exhibits.
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits.
16.1 Letter of PricewaterhouseCoopers LLP regarding change
in certifying accountant.
16.2 Letter of Deloitte & Touche LLP regarding change in
certifying accountant.
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, thereunto duly authorized.
STAGE STORES, INC.
January 11, 2001 /s/ Charles M. Sledge
(Date) Charles M. Sledge
Senior VP Finance, Treasurer &
Secretary
