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): July 2, 2003
TARRANT APPAREL GROUP
(Exact Name of Registrant as Specified in Charter)
CALIFORNIA 0-26430 95-4181026
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
3151 EAST WASHINGTON BOULEVARD
LOS ANGELES, CALIFORNIA 90023
(Address of Principal Executive Offices) (Zip Code)
(323) 780-8250
(Registrant's Telephone Number, Including Area Code)
ITEM 4. - CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On June 20, 2003, the Registrant's Board of Directors, upon
recommendation of the Audit Committee, resolved to dismiss Ernst & Young LLP
("E&Y") as the Registrant's independent public accountants.
The Registrant dismissed E&Y on July 2, 2003.
In addition, on June 20, 2003, the Registrant's Board of Directors,
upon recommendation of the Audit Committee, resolved to engage Grant Thornton
LLP as the Registrant's new independent accountants to audit the Registrant's
financial statements for the fiscal year ended December 31, 2003. The engagement
of Grant Thornton took effect on July 2, 2003.
E&Y's reports on the Registrant's consolidated financial statements for
either of the two fiscal years ended December 31, 2002, 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 the two fiscal years ended December 31, 2002 and through the
date of E&Y's dismissal, there were no disagreements with E&Y on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure which, if not resolved to E&Y's satisfaction, would have
caused it to make reference to the subject matter of the disagreements in
connection with its report on the Registrant's consolidated financial
statements.
During 2003, E&Y advised the Registrant and discussed with the Audit
Committee of the Registrant's Board of Directors that, due in part to certain
acquisitions by the Registrant's subsidiaries in Mexico and modifications to the
Registrant's inventory costing methodology, certain improvements in the internal
controls of those subsidiaries are necessary to ensure reporting from the
subsidiaries would be sufficient for the Registrant to develop reliable
financial statements. The Registrant has authorized E&Y to respond to the
inquiries of the successor accountant concerning this matter. The Registrant has
determined to address the deficiencies identified by E&Y in consultation with
its new independent public accountants.
The Registrant has requested E&Y to furnish the Registrant a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of that letter dated July 10, 2003, is filed
as an Exhibit to this Form 8-K.
ITEM 7. - FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of business acquired.
None.
(b) Pro forma Financial Information.
None.
(c) Exhibits.
16.1 Letter from Ernst & Young LLP.
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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 hereunto duly authorized.
TARRANT APPAREL GROUP
Date: July 10, 2003 By: /S/ PATRICK CHOW
-----------------------------------------
Patrick Chow, Chief Financial Officer
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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16.1 Letter from Ernst & Young LLP.
4