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 10, 2002 MANPOWER INC. (Exact name of registrant as specified in its charter) Wisconsin 1-10686 39-1672779 - ---------------------------------- --------------- ---------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 5301 North Ironwood Road Milwaukee, Wisconsin 53217 - ---------------------------------------------- -------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (414) 961-1000
Item 4. Changes in Registrant's Certifying Accountant. On April 10, 2002, Manpower Inc. (the "Company") dismissed Arthur Andersen LLP as its independent public accountants and appointed PricewaterhouseCoopers LLP as its new independent accountants. The decision to dismiss Arthur Andersen and to retain PricewaterhouseCoopers was recommended by the Company's Audit Committee and approved by its Board of Directors. Arthur Andersen's reports on the Company's consolidated financial statements for each of the years ended December 31, 2001 and 2000 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope, or accounting principles. During the years ended December 31, 2001 and 2000, and the subsequent interim period through April 10, 2002, there were no disagreements between the Company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Arthur Andersen's satisfaction, would have caused them to make reference to the subject matter of the disagreement in connection with their report. None of the reportable events described in Item 304(a)(1)(v) of Regulation S-K occurred during the years ended December 31, 2001 and 2000 or during the subsequent interim period through April 10, 2002. The Company has provided Arthur Andersen with a copy of the foregoing disclosures. Attached as Exhibit 16.1 is a letter from Arthur Andersen, dated April 16, 2002, stating their agreement with such statements. During the years ended December 31, 2001 and 2000, and the subsequent interim period through April 10, 2002, the Company did not consult with PricewaterhouseCoopers regarding any of the matters or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K. Item 7. Financial Statements and Exhibits. (c) Exhibits Exhibit No. Description 16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant. 99 Press Release dated April 10, 2002.
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. Dated: April 16, 2002 MANPOWER INC. By: /s/ Michael J. Van Handel ------------------------------------ Michael J. Van Handel Senior Vice President - Chief Financial Officer and Secretary 3
EXHIBIT INDEX Exhibit No. Description ----------- ----------- 16.1 Letter of Arthur Andersen LLP regarding change in certifying accountant. 99 Press Release dated April 10, 2002.
Exhibit 16.1 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 April 16, 2002 Dear Sir/Madam: We have read the first five paragraphs of Item 4 included in the Form 8-K dated April 16, 2002, of Manpower Inc. (the Company) to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein, with the exception of the reference to the approval by the Company's Board of Directors and its Audit Committee's recommendation to appoint PricewaterhouseCoopers LLP as the Company's independent auditors, of which we have no knowledge. Very truly yours, ARTHUR ANDERSEN LLP Copy to: Mr. Michael J. Van Handel Senior Vice President, Chief Financial Officer, Treasurer and Secretary Manpower Inc.
Exhibit 99 [MANPOWER LOGO] FOR IMMEDIATE RELEASE Contact: Mike Van Handel Chief Financial Officer (414) 906-6305 MANPOWER INC. NAMES PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITORS MILWAUKEE, WI, USA, 16 April 2002- Manpower Inc. (NYSE: MAN) today announced that it has engaged PricewaterhouseCoopers LLP as the company's independent auditors. PricewaterhouseCoopers will replace Arthur Andersen LLP to perform audit services for Manpower's operations worldwide. The decision to select PricewaterhouseCoopers was made after careful consideration by Manpower's Audit Committee, Board of Directors, and the management of the company. The decision was not the result of any disagreement between the company and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure. "Arthur Andersen has done excellent, professional work for Manpower worldwide for over 25 years, and we have the highest regard for the team that has served Manpower," said Michael J. Van Handel, Senior Vice President and Chief Financial Officer of Manpower Inc. "Unfortunately, given the uncertain future of Arthur Andersen's global network, we concluded that this decision was in the best interest of our shareholders," he added. "We look forward to working with PricewaterhouseCoopers in their new role as our independent auditor," said Van Handel. Manpower Inc. is a world leader in the staffing industry, providing workforce management services and solutions to customers through 3,900 offices in 61 countries. The firm annually provides employment to 2 million people worldwide and is an industry leader in employee assessment and training. Manpower also provides a range of staffing solutions, engagement and consulting services worldwide under the subsidiary brands of Brook Street, Elan, The Empower Group and Jefferson Wells. More information on Manpower Inc. can be found at the company's Web site, www.manpower.com. - ### - MANPOWER INC. - P.O. BOX 2053 - 5301 N. IRONWOOD RD., MILWAUKEE, WI 53201 - USA - PHONE 414-961-1000 - www.manpower.com