990404v2
SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Amendment No. _____
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) November 11, 1999
VSI Liquidation Corp.
(Exact name of registrant as specified in charter)
Delaware 34-1493345
(State of incorporation) (I.R.S. Employer Identification No.)
2170 Piedmont Road, N.E.
Atlanta, Georgia 30324
(404) 888-2750
(Address and telephone number of
principal executive offices)
(Former name, former address and former
fiscal year, if changed since last report)
990404v2
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective November 11, 1999, the Board of Directors of Registrant engaged the
accounting firm of Hall, Kistler & Company LLP as independent auditors for the
Registrant. Hall, Kistler & Company LLP replaces the firm of
PricewaterhouseCoopers LLP, whose engagement was terminated upon the expiration
of their engagement by the Registrant's Board of Directors, effective as of
November 11, 1999. PricewaterhouseCoopers LLP was notified of the termination on
November 15, 1999. The termination was due to dismissal of
PricewaterhouseCoopers LLP as the auditors.
Neither the Registrant nor anyone engaged on its behalf has consulted with Hall,
Kistler & Company LLP since the beginning of Registrant's fiscal year ended June
30, 1999 with regard to (i) either: 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, which
Hall, Kistler & Company LLP has 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 defined in Item 304(a)(1)(iv) of Regulation S-K) or a
reportable event (as described in Item 304(a)(1)(v) of Regulation S-K.
There were no disagreements between Registrant and PricewaterhouseCoopers LLP in
connection with the audits of the two most recent fiscal years ended June 30,
1999 or through November 15, 1999, on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would have caused
PricewaterhouseCoopers LLP to make reference in connection with their reports to
the subject matter of the disagreement. In addition, no events of the type
referenced in paragraphs (a)(1)(v)(A) through (D) of Item 304 of Regulation S-K
occurred within the Registrant's two most recent fiscal years or through
November 15, 1999.
The audit reports of PricewaterhouseCoopers LLP on the consolidated financial
statements of Registrant as of and for the years ended June 30, 1999 and 1998
did not contain any adverse opinion or disclaimer of opinion, nor were they
qualified or modified as to uncertainty, audit scope, or accounting principles,
except that their audit report for the year ended June 30, 1999 included an
emphasis of a matter paragraph regarding the Registrant's having sold
substantially all of its net operating assets on January 1, 1999.
Registrant has requested PricewaterhouseCoopers LLP to furnish Registrant with a
letter, addressed to the Commission, stating whether they agree with the
statements made by Registrant herein. On December 13, 1999, Registrant received
a letter from PricewaterhouseCoopers LLP dated December 10, 1999, a copy of
which is attached hereto as Exhibit 16.
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ITEM 7. EXHIBITS
16* Letter re Change in Certifying Accountant
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* Filed herewith
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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.
VSI Liquidation Corp.
By: /s/ Joe M. Young
---------------------------------
Joe M. Young
Director and Acting Financial Officer
Date: December 13,1999
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EXHIBIT INDEX
Exhibit No. Exhibit
16* Letter re Change in Certifying Accountant
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* Filed herewith
EXHIBIT 16
December 10, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by VSI Liquidation Corp. (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 December 10, 1999. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/PricewaterhouseCoopers LLP
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PricewaterhouseCoopers LLP
