8-K 1 l94890ae8vk.txt COLE NATIONAL CORPORATION 8-K 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): June 13, 2002 COLE NATIONAL CORPORATION (Exact Name of Registrant as Specified in its Charter) DELAWARE 1-12814 34-1453189 (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 5915 LANDERBROOK DRIVE MAYFIELD HEIGHTS, OHIO 44124 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (440) 449-4100 Not Applicable -------------------------------------------------------------------------------- (Former name or former address, if changed since last report.) ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT. Effective June 13, 2002, the Board of Directors of Cole National Corporation, a Delaware corporation (the "Company"), on recommendation of the Audit Committee determined to replace Arthur Andersen LLP ("Arthur Andersen") as its independent public accountants and to appoint Deloitte & Touche LLP ("D&T") to serve as its independent public accountants for the fiscal year 2002. Arthur Andersen's audit reports on the Company's consolidated financial statements for each of the fiscal years ended February 2, 2002 and February 3, 2001 did not contain an adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles. During the Company's two fiscal years ended February 2, 2002 and February 3, 2001 and the subsequent interim period preceding the decision to change independent public accountants, there were no disagreements with Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure which, if not resolved to Arthur Andersen's satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their audit reports on the Company's consolidated financial statements for such years, and there were no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K. The Company provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a copy of Arthur Andersen's letter, dated June 18, 2002, stating that it found no basis for disagreement with such statements. In the years ended February 2, 2002 and February 3, 2001 and through the date hereof, the Company did not consult with D&T with respect to 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 Company's consolidated financial statements, or any other matters on reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-K. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. (c) EXHIBITS. EXHIBIT NUMBER DESCRIPTION ------ ----------- 16.1 LETTER FROM ARTHUR ANDERSEN LLP TO THE SECURITIES AND EXCHANGE COMMISSION, DATED JUNE 18, 2002. 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. COLE NATIONAL CORPORATION By: /s/ Tracy Burmeister ----------------------- Name: Tracy Burmeister Title: Vice President, Accounting and Reporting Date: June 18, 2002 EXHIBIT INDEX EXHIBIT NUMBER DESCRIPTION ------ ----------- 16.1 LETTER FROM ARTHUR ANDERSEN LLP TO THE SECURITIES AND EXCHANGE COMMISSION, DATED JUNE 18, 2002.