UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 8-K/A

 

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 17, 2006

 

ADESA, INC.

(Exact name of Registrant as specified in its charter)

 

Delaware		1-32198		35-1842546
(State of Incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

 

13085 Hamilton Crossing Boulevard
Carmel, Indiana 46032

(Address of principal executive offices)

(Zip Code)

 

(800) 923-3725

(Registrant’s telephone number, including area code)

 

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17 CFR 240.14a-12(b))

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 4.01. Change in Registrant’s Independent Registered Public Accounting Firm.

As previously disclosed by ADESA, Inc. (the “Company”) in a Current Report on Form 8-K, filed March 23, 2006, PricewaterhouseCoopers LLP (“PwC”) informed the Audit Committee of the Board of Directors of the Company that PwC declined to stand for re-election as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2006, effective upon completion of PwC’s procedures on the Company’s interim financial statements as of March 31, 2006 and for the quarter then ended and the Form 10-Q in which such interim financial statements will be included.

On May 10, 2006, PwC completed its procedures on the Company’s interim financial statements as of March 31, 2006 and for the quarter then ended and the Form 10-Q in which such interim financial statements were included.

The reports of PwC on the Company’s consolidated financial statements for the fiscal years ended December 31, 2005 and 2004 did not contain an adverse opinion or a disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle.

During the fiscal years ended December 31, 2005 and 2004 and through May 10, 2006, there have been no disagreements with PwC on any matters of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of PwC, would have caused PwC to make reference thereto in their reports on the financial statements for such years. During the fiscal years ended December 31, 2005 and 2004 and through May 10, 2006, there have been no “reportable events,” as such term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided PwC with a copy of this disclosure and requested that PwC furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether or not it agrees with the above statements. A copy of PwC’s letter, dated May 15, 2006, is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d)  Exhibits.

 

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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, thereunto duly authorized.

Dated:  May 15, 2006	ADESA, INC.
	/s/ Cameron C. Hitchcock
	Cameron C. Hitchcock
	Executive Vice President and Chief
	Financial Officer

 

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