BEST BUY CO INC
8-K, 1994-08-19
RADIO, TV & CONSUMER ELECTRONICS STORES
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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


        Date of Report (Date of earliest event reported) August 16, 1994


                               BEST BUY CO., INC.
             (Exact name of registrant as specified in its charter)


                                    MINNESOTA
                 (State or other jurisdiction of incorporation)


                1-9595                                   41-0907483
       (Commission File Number)             (IRS Employer Identification Number)


      7075 FLYING CLOUD DRIVE                                 55344
      EDEN PRAIRIE, MINNESOTA                               (Zip Code)
(Address of principal executive offices)

       Registrant's telephone number, including area code:   612/947-2000


                                 Not applicable
          (Former name or former address, if changed since last report)

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Item 4.     CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
       (1)

       (a)          Previous independent accountants

            (i)     On August 16, 1994, Best Buy Co., Inc. (the "Registrant")
                    dismissed Deloitte & Touche LLP as its independent
                    accountants.

            (ii)    The reports of Deloitte & Touche 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 Audit Committee 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 August 16, 1994, there have been no
                    disagreements with Deloitte & Touche 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
                    Deloitte & Touche 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 August
                    16, 1994, there have been no reportable events (as defined
                    in Regulation S-K Item 304(a)(1)(v)).

            (vi)    The Registrant requested that Deloitte & Touche LLP furnish
                    it with a letter addressed to the SEC stating whether or not
                    it agrees with the above statements.  The Registrant
                    delivered a copy of this Form 8-K report to Deloitte &
                    Touche LLP on August 18, 1994.  Attached hereto as Exhibit
                    16 is a copy of the letter of Deloitte & Touche LLP to the
                    SEC dated August 18, 1994.

       (2)          New independent accountants

            (i)     The Registrant engaged Ernst & Young LLP as its new
                    independent accountants as of August 16, 1994. During
                    the two most recent fiscal years and through
                    August 16, 1994, the Registrant has not consulted with
                    Ernst & Young LLP on items which (1) were or should have
                    been subject to SAS 50 or (2) concerned the subject matter
                    of a disagreement or reportable event with the former
                    auditor (as described in Regulation S-K Item 304(a)(2)).


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Item 7.     FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

       (c)          Exhibits

            16.     Letter of Deloitte & Touche LLP to the Securities and
                    Exchange Commission dated August 18, 1994.

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                                    SIGNATURE



       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.


Date: August 19, 1994                  By: /s/ Allen U. Lenzmeier
                                           ------------------------------------
                                       Name:    Allen U. Lenzmeier
                                       Title:   Executive Vice President & Chief
                                                Financial Officer

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                                  EXHIBIT INDEX


Exhibit
Number                   Description of Exhibit
- - ------                   ----------------------

16                  Letter of Deloitte & Touche LLP to the
                    Securities and Exchange Commission
                    dated August 18, 1994.


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                                                                EXHIBIT 16

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August 18, 1994


Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street Northwest
Washington, D.C.  20549

Dear Sirs/Madams:

We have read and agree with the comments in Item 4(a), (i), (ii), (iv), (v) and
(vi) of Form 8-K of Best Buy Co., Inc. dated August 16, 1994.

Yours truly,

/s/ Deloitte & Touche LLP



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