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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): October 11, 1999
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PAPER WAREHOUSE, INC.
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(Exact name of registrant as specified in its charter)
Minnesota 0-23389 41-1612534
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(State or other jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification
No.)
7630 Excelsior Boulevard, Minneapolis, Minnesota 55416
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(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (612) 936-1000
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Paper Warehouse, Inc. (the "Company") has dismissed its independent
auditors, KPMG, effective as October 11, 1999. The Company's Board of
Directors approved this action upon recommendation of its Audit
Committee. The reports of KPMG on the Company's financial statements
for the fiscal years ended January 29, 1999 (the "1998 fiscal year")
and January 30, 1998 (the "1997 fiscal year") did not contain any
adverse opinion or a disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting principals.
During the 1997 fiscal year, the 1998 fiscal year and the period since
the end of the 1998 fiscal year, there were no disagreements between
the Company and KPMG 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
KPMG, would have caused it to make a reference to the subject matter of
the disagreements in connection with its report. In addition, during
the 1997 fiscal year, the 1998 fiscal year and the period since the end
of the 1998 fiscal year, there were no "reportable events" within the
meaning of Item 304 of Regulation S-K under the Securities Act of 1933,
as amended.
On October 18, 1999, the Company retained the accounting firm of Grant
Thornton to audit the financial statements of the Company for the 2000
fiscal year. The Company's Board of Directors approved this action upon
recommendation of its Audit Committee. The Company has authorized KPMG
to respond fully to any inquiries from Grant Thornton and to make its
work papers available to Grant Thornton.
Attached hereto is a letter from KPMG LLP dated October 18, 1999
stating its agreement or disagreement to the Company's disclosure in
this Form 8-K. The Company disagrees with KPMG's characterization of
its involvement with the decision to include disclosure in its Form
S-1, dated effective July 15, 1999, regarding Nasdaq's notification
that the Company's securities could be delisted from the Nasdaq
National Market.
ITEM 5. OTHER EVENTS.
CHANGE IN TRANSFER AGENT. On September 13, 1999, the Company notified
Firstar Trust Company of their dismissal as the Company's transfer
agent and registrar. The Company has appointed Norwest Bank Minnesota,
N.A. to serve as the Company's transfer agent and registrar, effective
October 25, 1999.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
a. FINANCIAL STATEMENTS OF BUSINESS ACQUIRED.
None.
b. PRO FORMA FINANCIAL INFORMATION.
None.
c. EXHIBITS.
16.1 Letter regarding change in certifying accountant.
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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.
PAPER WAREHOUSE, INC.
Dated: October 22, 1999 By /s/ Cheryl W. Newell
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Cheryl W. Newell
Chief Financial Officer
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INDEX TO EXHIBITS
Item Method of Filing
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16.1 Letter regarding change in certifying Filed electronically herewith.
accountant dated October 18, 1999.
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Exhibit 16.1
Securities and Exchange Commission
Washington, D.C. 20549
October 18, 1999
Ladies and Gentlemen:
We were previously principal accountants for Paper Warehouse, Inc. and, under
the date of March 19, 1999, we reported on the consolidated financial statements
of Paper Warehouse, Inc. and subsidiary as of and for the years ended January
29, 1999 and 1998. On October 12, 1999, our appointment as principal accountants
was terminated. We have read Paper Warehouse, Inc.'s statements included under
Item 4 of its Form 8-K dated October 18, 1999, and we agree with such statements
except that we are not in a position to agree or disagree with Paper Warehouse,
Inc.'s statement that the action was approved by the Company's Board of
Directors upon recommendation of its Audit Committee and except we are not in a
position to agree or disagree with Paper Warehouse, Inc.'s statement that Grant
Thornton has been retained and except as follows:
The Company was notified in a letter dated April 14, 1999 from Nasdaq that the
Company's securities could be delisted from the Nasdaq National Market. The
Company prepared a registration statement on Form S-1 during the May/June
timeframe. KPMG recommended that disclosure of the Nasdaq notification be
included in the S-1 and ultimately the Company included such disclosure.
Very truly yours,
/s/ KPMG LLP
Minneapolis, MN
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