<PAGE> 1
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) June 17, 1999
------------------------------
GANTOS, INC.
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Michigan 0-14577 38-1414122
-------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1266 E. Main Street, Fifth Floor, Stamford, Connecticut 06902
- ------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 358-0294
---------------------------
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS.
On June 17, 1999, the client-auditor relationship between Gantos, Inc.
(the "Company") and PricewaterhouseCoopers LLP, the independent accountants for
the Company's most recent fiscal year, ceased. In connection with its audits for
fiscal years 1998 and 1997, and during the interim period preceding
PricewaterhouseCoopers LLP's resignation, there were no disagreements between
the Company and PricewaterhouseCoopers LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure for such years, which disagreements, if not resolved to the
satisfaction of PricewaterhouseCoopers LLP, would have caused them to make
reference to the subject matter of the disagreement in connection with their
report on the financial statements. PricewaterhouseCoopers LLP's reports with
respect to the Company's financial statements for fiscal 1998 and 1997 contained
no adverse opinion or disclaimer of opinion and were not qualified or modified
as to audit scope or accounting principles; however, such reports included an
explanatory paragraph regarding the Company's ability to continue as a going
concern in both reports.
The Company has requested that PricewaterhouseCoopers LLP furnish it
with a letter addressed to the Securities and Exchange Commission confirming
that they agree with the above statements. A copy of such letter, dated June 24,
1999, is filed as Exhibit 16.2 to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits:
16.1 Letter from PricewaterhouseCoopers LLP confirming cessation
of client-auditor relationship.
16.2 Letter of PricewaterhouseCoopers LLP confirming agreement
with statements in Form 8-K.
2
<PAGE> 3
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.
Dated: June 24, 1999 GANTOS, INC.
------------------------------------
(Registrant)
By: /s/ Thomas J. Villano
---------------------------------
Thomas J. Villano
Its: Senior Vice President, Chief
Financial Officer and Secretary
3
<PAGE> 4
EXHIBIT INDEX
Exhibit Description
- ------- -----------
16.1 Letter from PricewaterhouseCoopers LLP confirming cessation of
client-auditor relationship.
16.3 Letter of PricewaterhouseCoopers LLP confirming agreement with
statements in Form 8-K.
<PAGE> 1
EXHIBIT 16.1
------------
[PRICEWATERHOUSECOOPERS LETTERHEAD]
Mr. Thomas Villano
Chief Financial Officer
Gantos, Inc.
1266 East Main Street
Fifth Floor
Stamford, Connecticut 06902
June 17, 1999
Dear Mr. Villano:
This is to confirm that the client-auditor relationship between Gantos, Inc.
(Commission File Number 0-14577) and PricewaterhouseCoopers LLP has ceased.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
<PAGE> 1
EX 16.2
[PRICEWATERHOUSECOOPERS LETTERHEAD]
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
June 24, 1999
Commissioners:
We have read the statements made by Gantos, 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 June 24, 1999. We agree with the
statements concerning our firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
