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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): August 24, 1995
THE CATO CORPORATION AND SUBSIDIARIES
Exact name of registrant as specified in its charter
Delaware
State or other jurisdiction of incorporation
0-3747 56-0484485
Commission File Number I.R.S. Employer
Identification No.
8100 Denmark Road, Charlotte, North Carolina 28273-5975
Address of Principal Executive Offices
Registrant's telephone number, including area code: (704) 554-8510
Page 1
Item 4. Change in Registrant's Certifying Accountant
On August 24, 1995, the Board of Directors of The Cato
Corporation, at the recommendation of the Company's
Audit Committee, voted to dismiss Ernst and Young LLP as
the Company's independent accountants and to appoint
Deloitte Touche LLP as the Company's independent
accountants, effective August 24, 1995.
During the Company's two most recent fiscal years
ending January 28, 1995 and January 29, 1994, Ernst and Young LLP's
reports on the financial statements contained no adverse opinion or
disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting
principles.
During the last two fiscal years ending January 28,
1995 and January 29, 1994, and through August 24, 1995,
there were no disagreements with Ernst and Young LLP on any
matter of accounting principles or practices, financial
statement disclosure, auditing scope or procedure which
disagreements, if not resolved to the satisfaction of Ernst
and Young LLP would have caused it to make reference to
the subject matter of the disagreement in connection with
its reports.
During the Company's two most recent fiscal years and
through August 24, 1995, there have been no reportable
events with Ernst and Young LLP as required by Item 304 (a)
(l) (v) of Regulation S-K.
On August 24, 1995, the Company engaged Deloitte Touche
LLP as its principal accountants to audit the Company's
financial statements. During the Company's two most recent
fiscal years and through August 24, 1995, the Company has
not consulted with Deloitte Touche LLP on items which
concerned the application of accounting principles to a
specific transaction, either completed or proposed, on
the type of audit opinion that might be rendered on the
Company's financial statements or concerned the subject
matters of a disagreement or reportable event with Ernst
and Young LLP.
The Company requested Ernst and Young LLP to furnish it
with a letter addressed to the Securities and Exchange
Commission stating whether Ernst and Young LLP agrees with
the statements contained in the second, third, and fourth
paragraphs above. A copy of the letter from Ernst and Young
LLP to the Securities and Exchange Commission is filed
as Exhibit 1 hereto.
Item 7.Financial Statements and Exhibits
1) Letter from Ernst and Young LLP to the Securities
and Exchange Commission.
Page 2
Signatures
Pursuant to the requirements of the Securities and Exchange
Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned hereunto duly
authorized.
THE CATO CORPORATION
August 30, 1995 \s\ Alan E. Wiley
Date Alan E. Wiley
Executive Vice President -
Secretary, Chief Financial and
Administrative Officer
August 29, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 30, 1995, of
The Cato Corporation and are in agreement with the
statements contained in the 2nd, 3rd, and 4th paragraphs on
page 1 therein. We have no basis or disagree with other
statements of the registrant contained therein.
\s\ Ernst & Young LLP