NATIONAL RECORD MART INC /DE/
8-K, 2000-11-17
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                UNITED STATES 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) -- November 10, 2000


                        COMMISSION FILE NUMBER: 0 - 22074


                           NATIONAL RECORD MART, INC.
             (Exact name of registrant as specified in its charter)


              DELAWARE                                   11-2782687
      (State or jurisdiction of                (IRS Employer Identification No.)
   incorporation or organization)


                                507 FOREST AVENUE
                        CARNEGIE, PENNSYLVANIA 15106-2873
          (Address of principal executive offices, including zip code)


                                 (412-276-6200)
              (Registrant's telephone number, including area code)


<PAGE>   2


                           NATIONAL RECORD MART, INC.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

     (a) Previous independent accountants

         1.   On November 10, 2000, Ernst & Young LLP ("E&Y"), the independent
              accountant previously engaged as the principal accountant to
              audit the financial statements of National Record Mart, Inc.
              ("NRM") resigned.

         2.   The reports of E&Y on NRM's consolidated financial statements for
              the fiscal years ending March 27, 1999 and March 25, 2000 did not
              contain an adverse opinion or disclaimer of opinion, nor were
              they qualified or modified as to uncertainty, audit scope or
              accounting principles.

         3.   During NRM's fiscal years ended March 27, 1999 and March 25, 2000
              and the subsequent interim period through November 10, 2000, there
              have been no disagreements with E&Y on any matter of accounting
              principles or practices, financial statement disclosure, or
              auditing scope and procedure, which disagreements, if not resolved
              to the satisfaction of E&Y, would have caused E&Y to make
              reference to the subject matter of the disagreements in connection
              with its report on the financial statements for such years.

         4.   NRM has requested that E&Y furnish a letter addressed to the
              Securities and Exchange Commission stating whether it agrees with
              the above statements. A copy of this letter, dated November 17,
              2000 is filed as Exhibit 16.1 to this Form 8-K.


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

     (b) Exhibits

         16.1 Letter from Ernst & Young LLP dated November 17, 2000



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 thereto duly authorized.

                                 NATIONAL RECORD MART, INC.

                                 By:  Theresa Carlise
                                    -----------------------------
                                    Theresa Carlise
                                    Senior Vice President and
                                    Chief Financial Officer
                                    (Principal Financial and Accounting Officer)

                                 Date: November 17, 2000
                                       --------------------------



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