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) April 29, 2005
Books-A-Million, Inc.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-20664 63-0798460
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
402 Industrial Lane, Birmingham, Alabama 35211
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (205) 942-3737
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N/A
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(Former name or former address, if changed since last report.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Section 4 - Matters Related to Accountants and Financial Statements
Item 4.01 Changes in Registrant's Certifying Accountant.
Upon the recommendation of the Audit Committee of the Board of
Directors of Books-A-Million, Inc. (the "Company"), Deloitte & Touche LLP
("Deloitte") has been dismissed as the Company's independent auditor effective
April 29, 2005. Deloitte served as the Company's independent auditor for fiscal
years 2003, 2004 and 2005. The reports of Deloitte for those fiscal years did
not contain an adverse opinion or disclaimer of opinion, and were not qualified
or modified as to uncertainty, audit scope or accounting principles. During
those fiscal years and for fiscal year 2006 through April 29, 2005 there were no
(A) disagreements with Deloitte on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of Deloitte, would have
caused Deloitte to make reference to such disagreements in its reports provided
to the Company; and (B) reportable events (as defined in Item 304(a)(1)(v) of
Regulation S-K). The Company has provided Deloitte with a copy of the
disclosures contained herein and have requested that Deloitte provide the
Company with a letter addressed to the Securities and Exchange Commission
stating whether or not Deloitte agrees with the statements contained herein.
Deloitte has provided such letter to the Company, a copy of which is filed as
Exhibit 16.1 hereto.
Effective April 29, 2005, the Company's Audit Committee engaged Grant
Thornton LLP to audit the Company's financial statements for the fiscal year
ending on January 28, 2006. Prior to the engagement of Grant Thornton LLP,
neither the Company nor anyone on behalf of the Company had consulted with Grant
Thornton LLP during the Company's two most recent fiscal years and for fiscal
year 2006 through April 29, 2005 in any matter regarding either: (A) 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 financial statements, and neither was a written report nor oral
advice provided to the Company that Grant Thornton concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue; or (B) any matter which was the subject
of either a disagreement or a reportable event, as each are defined in Item
304(a)(1)(iv) and (v) of Regulation S-K, respectively.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
(c) Exhibit.
Exhibit No. Document Description
16.1 Letter from Deloitte & Touche LLP
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.
_____________BOOKS-A-MILLION, INC._______
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(Registrant)
Date _May 5, 2005
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___________________/s/ Richard S. Wallington______________
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(Signature)
Name: Richard S. Wallington
Title: Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Document Description
16.1 Letter from Deloitte & Touche LLP