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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 - April 24, 1998
Tuesday Morning Corporation
Delaware 0-19658 75-2398532
(State of Incorporation) (Commission File Number) (IRS Employer Identification
Number)
14621 Inwood Rd., Dallas, Texas 75244
(Address of Principal Executive Offices) (Zip Code)
(972) 387-3562
(Telephone Number)
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Item 4. - Changes in Registrant's Certifying Accountant
(a) On April 20, 1998, the Registrant notified KPMG Peat Marwick LLP (Dallas,
Texas office) of its decision to retain another independent public
accountant for the examination of its financial statements for fiscal year
ended December 31, 1998.
(b) During the last two most recent fiscal years and interim period through
April 22, 1998, there were no disagreements with KPMG Peat Marwick LLP on
matters of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which disagreement(s), if not
resolved to the satisfaction of KPMG Peat Marwick LLP, would have caused
them to make reference to the subject matter of the disagreement(s) in
connection with their report. In addition, during such period, there have
been no "reportable events" with KPMG Peat Marwick LLP as described in
Items 304(a) (i) (v) of Regulation S-K.
(c) KPMG Peat Marwick LLP's report on the financial statements of the
Registrant for the last two most fiscal years contained unqualified
opinions.
(d) A copy of KPMG Peat Marwick LLP's letter directed to the Securities and
Exchange Commission is attached as an exhibit to this report on Form 8-K.
(e) The change in the independent public accountants was recommended by the
Board of Directors.
(f) On April 20, 1998, the Registrant notified Arthur Andersen LLP (Dallas,
Texas office) of its intention to retain such firm as independent public
accountants for the examination of its financial statements for the fiscal
year ending December 31, 1998.
(g) During the last two most recent calendar years and through the date of this
report, Registrant did not consult Arthur Andersen LLP on either the
application of accounting principles to a completed or proposed specific
transaction, or on the type of audit opinion that might be rendered on
Registrant's financial statements.
(h) A copy of Arthur Andersen LLP's letter directed to the Securities and
Exchange Commission is attached as an exhibit to this report on Form 8-K.
Item 7. - Financial Statements and Exhibits
(c) Exhibits
99.1 Letter dated April 22, 1998 from KPMG Peat Marwick LLP stating whether it
agrees with the statements set forth in Item 4 of this Form 8-K.
99.2 Letter dated April 22, 1998 from Arthur Andersen LLP stating whether it
agrees with the statements set forth in Item 4 of this Form 8-K.
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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 hereunto duly authorized.
Tuesday Morning Corporation
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Registrant
April 22, 1998
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Date
Mark E. Jarvis
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Senior Vice President &
Chief Financial Officer
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Tuesday Morning Corporation
FORM 8-K
Date of Report: April 22, 1998
EXHIBIT INDEX
Item 7(c) Exhibits
99.1 Letter dated April 22, 1998 from KPMG Peat Marwick LLP stating
whether it agrees with the statements set forth in Item 4 of
this Form 8-K.
99.2 Letter dated April 22, 1998 from Arthur Andersen LLP stating
whether it agrees with the statements set forth in Item 4 of
this Form 8-K.
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EXHIBIT 99.1
Securities and Exchange Commission
Washington, D.C. 20549
April 22, 1998
Ladies and Gentlemen:
We were previously principal accountants for Tuesday Morning Corporation and
subsidiaries ("Tuesday Morning") and, under the date of February 20, 1998, we
reported on the financial statements of Tuesday Morning as of December 31, 1997
and 1996 and each of the years in the three-year period ended December 31, 1997.
On April 20, 1998, our appointment as principal accountants was terminated. We
have read Tuesday Morning's statements included under Item 4 of its Form 8-K
dated April 22, 1998, and we agree with such statements, except that we are not
in a position to agree or disagree with Tuesday Morning's statements set forth
in Item 4(e), (f) and (g) of the aforementioned Form 8-K.
Very truly yours,
KPMG Peat Marwick LLP
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EXHIBIT 99.2
[LETTERHEAD OF ARTHUR ANDERSON]
April 22, 1998
Chief Accountant
Securities and Exchange Commission
Division of Corporation Finance
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir:
We have read Item 4 in the Form 8-K (Commission File No. 0-19658) dated April
22, 1998 of Tuesday Morning Corporation filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
/s/ Arthur Andersen LLP
