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): August 26, 1996
THE LEATHER FACTORY, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-12368 75-2543540
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
3847 East Loop 820 South, Ft. Worth, Texas 76119
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (817) 496-4414
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
Effective August 26, 1996, the Board of Directors of the Company,
as well as the Audit Committee of the Board of Directors of the
Company, approved the engagement of Ernst & Young LLP as the Company's
independent auditors for the fiscal year ending December 31, 1996 to
replace the firm of Arthur Andersen LLP ("Andersen"), who were
dismissed as auditors of the Company.
The reports of Andersen on the Company's financial statements for
the past two fiscal years 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.
In connection with the audits of the Company's financial
statements for each of the two fiscal years ended December 31, 1995,
and in the subsequent interim period, there were no disagreements with
Andersen on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope and procedures which,
if not resolved to the satisfaction of Andersen, would have caused
Andersen to make reference to the matter in their reports. In addition,
during the aforementioned fiscal years and the interim period during
which Andersen served the Company preceding its dismissal, the Company
had no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K, promulgated pursuant to the Securities Exchange Act of 1934.
Andersen has not advised the Company during the two most recent
fiscal years and in the subsequent interim period that: (i) the
internal controls necessary for the Company to develop reliable
financial statements do not exist; (ii) information has come to their
attention that has led them to no longer be able to rely on
management's representations, or that has made them unwilling to be
associated with the financial statements prepared by management; (iii)
there was a need to expand significantly the scope of its audits, or
(iv) information has come to their attention that they have concluded
will, or that if further investigated might, materially impact the
fairness or reliability of either previously issued audit reports or
the underlying financial statements, or the financial statements issued
or to be issued covering the fiscal period subsequent to the date of
the most recent audited financial statements.
No consultations occurred between the Company and Ernst & Young
LLP during the two fiscal years and any interim period preceding the
appointment of Ernst & Young LLP regarding the application of
accounting principles, the type of audit opinion that might be rendered
or other information considered by the Company in reaching a decision
as to any accounting, auditing or financial reporting issue.
The Company has requested Andersen to furnish it a letter
addressed to the United States Securities and Exchange Commission
stating whether it agrees with the disclosures made herein. A copy of
that letter, dated August 28, 1996, is filed as Exhibit 16.1 to this
Current Report on Form 8-K.
Item 7. Financial Statements and Exhibits
(a) Financial Statements
None
(b) Pro Forma Financial Information
None
(c) Exhibits
A list of exhibits required to be filed as part of this
report is set forth in the Exhibit Index, which immediately precedes
such exhibits, and is incorporated herein by reference.
2
<PAGE>
Signatures
Pursuant to the requirements of the Securities Exchange Act of
1934, the Company has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
THE LEATHER FACTORY, INC.
Date: August 30, 1996 BY: /s/ Wray Thompson
----------------------
Wray Thompson
President and Chief Executive Officer
3
<PAGE>
THE LEATHER FACTORY, INC. AND SUBSIDIARIES
EXHIBIT INDEX
<TABLE>
<CAPTION>
<S> <C> <C>
Exhibit Sequentially
Number Description Numbered Page
- ------ ----------- -------------
16.1 Letter addressed to the Securities and Exchange
Commission dated August 28, 1996, from the Company's
former auditors, Arthur Andersen LLP, relative to their
agreement with the statements made in Item 4 of this
Current Report on Form 8-K.
</TABLE>
4
<PAGE>
EXHIBIT 16.1
<PAGE>
August 28, 1996
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
To the Office of the Chief Accountant:
We have read Item 4 included in the attached Form 8-K dated August 26, 1996 of
The Leather Factory, Inc. (Commission File Number 1-12368) to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
