-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JFPxxsrV0OdgpQwHJEEcFl7z21MYFAKFEGgP7pmFKuHEEzDWhYeblk2jT7Ox6SJr m2gcGTaXWYuCrdf7weYJvA== 0001017920-98-000071.txt : 19981124 0001017920-98-000071.hdr.sgml : 19981124 ACCESSION NUMBER: 0001017920-98-000071 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19981118 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19981123 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AID AUTO STORES INC /DE/ CENTRAL INDEX KEY: 0000937599 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MOTOR VEHICLE SUPPLIES & NEW PARTS [5013] IRS NUMBER: 112254654 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13710 FILM NUMBER: 98757663 BUSINESS ADDRESS: STREET 1: 275 GRAND BLVD STREET 2: P.O. BOX 281 CITY: WESTBURY STATE: NY ZIP: 11590 BUSINESS PHONE: 5163387889 8-K 1 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): November 18, 1998 AID AUTO STORES, INC. (Exact Name of Registrant as Specified in Charter) Delaware 1-13710 11-2254654 (State or Other Juris- (Commission File No.) (IRS Employer diction of Incorporation) Identification No.) 275 Grand Boulevard, Westbury, New York 11590 (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (516) 338-7889 N/A (Former Name or Former Address, if Changed Since Last Report) ITEM 5. Other Events. On November 20, 1998, Aid Auto Stores, Inc. (the "Company") announced that its ongoing investigation of its prior financial statements had revealed overstatements to its financial position as of December 31, 1997 in addition to the previously announced overstatement by possibly more than $4.9 million of inventory. It was also announced that the Company's auditors, Grant Thornton LLP, had withdrawn their audit report dated April 15, 1998 with respect to the Company's consolidated balance sheets as of December 31, 1997 and 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1997, 1996 and 1995. The letter of Grant Thornton LLP, dated November 18, 1998, is attached hereto as Exhibit A and incorporated herein by reference. In addition, it was announced that the Company had voluntarily disclosed the investigation into its financial statements to the United States Attorneys Office which in turn contacted the Securities and Exchange Commission. Such announcements are set forth in a press release, dated November 20, 1998, a copy of which is attached hereto as Exhibit B and incorporated herein by reference. ITEM 7. Financial Statements, Pro Forma Financial Information and Exhibits A. Letter, dated November 18, 1998, of Grant Thornton LLP. B. Press Release, dated November 20, 1998. 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. AID AUTO STORES, INC. By: /s/ Philip L. Stephen Name: Philip L. Stephen Title: Chairman, Chief Executive Officer and President Date: November 23, 1998 EXHIBIT A [Letterhead of Grant Thornton LLP] November 18, 1998 The Board of Directors Aid Auto Stores, Inc. 275 Grand Boulevard Westbury, NY 11590-0281 Gentlemen: We have audited the consolidated balance sheets of Aid Auto Stores, Inc. (Aid Auto) and Subsidiaries as of December 31, 1997 and 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1997, 1996 and 1995 (1997 Aid Auto Financial Statements). We issued our report on the 1997 Aid Auto Financial Statements dated April 15, 1998 (1997 Auditors' Report). On November 9, 1998, Aid Auto announced preliminary results of an ongoing investigation of its prior financial statements declaring that "...inventory was overstated by possibly more than $4.9 million from the $12.6 million reflected on its [1997] year end financial statement as a result of potential irregularities." In addition, Aid Auto reported that "[t]he investigation has also revealed that other asset categories were likely overstated in as yet undetermined amounts." We have not been privy to the factual basis for Aid Auto's conclusion that inventory and other assets were overstated. Nevertheless, in light of Aid Auto's announcement, we cannot continue to be associated with 1997 Aid Auto Financial Statements and, accordingly, Grant Thornton LLP hereby advises you that we are withdrawing our 1997 Auditors' Report and that our report can no longer be relied upon. We request that you advise those persons who have received a copy of Grant Thornton LLP's 1997 Auditors' Report and who you believe are relying on, or who are likely to rely on, the Aid Auto 1997 Financial Statements and accompanying 1997 Auditors' Report of our notification to you that the 1997 Auditors' Report should no longer be relied upon. Further, we request that you determine, together with your legal counsel, the necessary disclosure(s) to be made to the Securities and Exchange Commission and any other regulatory body having jurisdiction over Aid Auto. Finally, we would expect to be simultaneously supplied with copies of any notifications that you make pursuant to the requests set forth in this paragraph. Very truly yours, /s/ Grant Thornton LLP GRANT THORNTON LLP EXHIBIT B FROM: AID AUTO STORES, INC. 275 Grand Boulevard P.O. Box 281 Westbury, NY 11590 AID AUTO STORES, INC. ANNOUNCES CONTINUING INVESTIGATION REVEALS ADDITIONAL OVERSTATEMENTS OF ITS FINANCIAL POSITION; AUDITOR WITHDRAWS PRIOR REPORT; U.S. ATTORNEY IS CONTACTED BY COMPANY WESTBURY, NEW YORK, NOVEMBER 20, 1998 AID AUTO STORES, INC. (OTC BULLETIN BOARD Symbols AIDA, AIDAW) announced today that its ongoing investigation of its prior financial statements has revealed overstatements to its financial position as of December 31, 1997 in addition to the previously announced overstatement by possibly more than $4.9 million of inventory. In this respect, the continuing investigation has determined that fixed assets were overstated, and accounts payable were understated, in the aggregate by over $2,200,000 as of December 31, 1997, as a result of potential accounting irregularities. The overstatements of financial position were carried forth into the reported amounts at March 31, 1998 and June 30, 1998. Based upon a recently completed physical inventory, it appears that further inventory overstatements were made during 1998. Kahn Consulting, Inc., a consulting firm retained by the Company to conduct the investigation, is continuing to investigate the Company's financials, including with respect to potential additional inaccuracies and the causes of the inaccuracies. In addition, the Company announced that its auditors, Grant Thornton LLP, withdrew their audit report dated April 15, 1998 with respect to the Company's consolidated balance sheets as of December 31, 1997 and 1996 and the related consolidated statements of operations, stockholders' equity and cash flows for the years ended December 31, 1997, 1996 and 1995. The Company also announced that it voluntarily disclosed the above-discussed investigation to the United States Attorneys Office which has in turn contacted the Securities and Exchange Commission. As previously reported, Aid Auto received a notice of default under its secured loan agreement with Foothill Capital Corp. Foothill is currently owed approximately $7.9 million under its loan agreement. Foothill has agreed to a forbearance through the end of business on the date of this release of any action under the credit facility in order to give Aid Auto the opportunity to arrange for an infusion of working capital or the sale of the Company or its assets. The Company is currently engaged in discussions with several parties as to a possible transaction. Foothill has orally indicated to the Company that the Company may continue such discussions and that it may grant an extension with respect to its forbearance. Unless such extension is actually granted by Foothill, or if such efforts to consummate a transaction are not successful in the near future, Aid Auto may be required under the forbearance agreement to take action to liquidate its assets, including, possibly, a filing under the Bankruptcy Code. The forbearance agreement with Foothill also provides that Kahn Consulting, Inc. is appointed to act as the Company's Chief Restructuring Officer and irrevocably authorizes and directs Kahn to assume management responsibilities. Safe Harbor Statement under the Private Securities Litigation Reform Act of 1995: The statements which are not historical factors contained in this press release are forward looking statements that involve risks and uncertainties, including, but not limited to, risks associated with the Company's current financial situation, including the forbearance of Foothill and other creditors, the ability of the Company to obtain new capital or a buyer of the Company or its assets and other risks detailed in the Company's Securities and Exchange Commission filings. -----END PRIVACY-ENHANCED MESSAGE-----