SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20579
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FORM 8-K/A
AMENDMENT NO. 1 TO CURRENT REPORT ON FORM 8-K
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Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934, as amended
Date of Report (Date of earliest event reported): April 25, 1997
The Cosmetic Center, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-14756 52-1266697
(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
8839 Greenwood Place
Savage, Maryland 20763
(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: (301) 497-6800
Not Applicable
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 1, 1997 the Corporation's Board of Directors adopted the
recommendation of the Audit Committee and retained KPMG Peat Marwick LLP,
independent certified public accountants ("KPMG"), as the Corporation's
independent auditors for the Corporation's 1997 fiscal year, dismissing Arthur
Andersen LLP, the Corporation's auditors for the fiscal year ended September 27,
1996 ("Arthur Andersen"). This change in independent auditors was not based upon
any disagreements or reportable events as those terms are used in Item 304 of
Regulation S-K, and Arthur Andersen did not resign or decline to stand for
re-election. Rather, because for accounting purposes the Merger will be treated
as a reverse acquisition, with the result that PFC's historical financial
statements will be the continuing historical financial statements of the
Corporation, and because KPMG audited the 1993, 1994, 1995 and 1996 financial
statements of PFC, the Corporation determined that it was in its best interests
to retain KPMG. The change in accountants was recommended by the Corporation's
Audit Committee.
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Arthur Andersen's reports on the Corporation's financial statements for
the fiscal years ended September 29, 1995 and September 27, 1996 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. During the fiscal
years ended September 29, 1995 and September 27, 1996 and through May 1, 1997,
there were no disagreements with Arthur Andersen (even if resolved to the
satisfaction of Arthur Andersen) 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 Arthur Andersen,
would have caused Arthur Andersen to make reference to the subject matter of
the disagreement in connection with its audit reports. There were no events
that would be "reportable events" pursuant to Item 304(a)(v) of Regulation S-K
during the fiscal years ended September 29, 1995 and September 27, 1996 and in
any subsequent interim period. As required pursuant to Item 304 of
Regulation S-K, a letter from Arthur Andersen addressed to the Securities and
Exchange Commission (the "Commission") confirming that it agrees with the
statements in this paragraph is filed as Exhibit 16 hereto. The Corporation has
requested KPMG to review the disclosure in this Item 4 and has provided KPMG
with the opportunity to furnish the Corporation with a letter addressed to the
Commission containing any new information or clarification or the respects in
which it does not agree with the statements made in this Item 4, and KPMG has
advised that no such letter is necessary.
ITEM 7. EXHIBITS
16. Letter dated May 15, 1997 from Arthur Andersen LLP to the
Securities and Exchange Commission (filed herewith) (provided with respect to
the matters addressed in Item 4).
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
THE COSMETIC CENTER, INC.
Dated: May 15, 1997 By: /s/ Bruce E. Strohl
____________________________
Name: Bruce E. Strohl
Title: Senior Vice President-Finance
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Exhibit 16
May 15, 1997
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
We have read Item 4 included in the attached Amendment No. 1 to Current Report
on Form 8-K dated May 15, 1997 of The Cosmetic Center, Inc., to be filed with
the Securities and Exchange Commission, and are in agreement with the
statements contained therein.
Very truly yours,
Arthur Andersen LLP
Copy to:
Mr. Bruce Strohl
Senior Vice President--Finance
The Cosmetic Center, Inc.
8839 Greenwood Place
Savage, Maryland 20763
