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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): February 11, 1998
FINE HOST CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 000-28590 06-1156070
(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3 Greenwich Office Park, Greenwich, CT 06831
(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (203) 629-4320
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Item 4. Changes in Registrant's Certifying Accountant
On February 11, 1998, Fine Host Corporation (the "Company") notified
Deloitte & Touche LLP ("Deloitte & Touche") that Deloitte & Touche had been
dismissed as the Company's independent auditors and that the Company had engaged
Price Waterhouse LLP ("Price Waterhouse") as its independent auditors for the
fiscal year ended December 26, 1997. These actions were recommended by the
Special Committee of the Company's Board of Directors (the "Board of
Directors"). The Company announced the dismissal of Deloitte & Touche and its
intention to engage Price Waterhouse in a press release, a copy of which is
attached as an exhibit to this Form 8-K.
In connection with the audit of the Company's financial statements for
the fiscal years ended 1994, 1995 and 1996 (all as restated) (the "Reporting
Period"), and during the subsequent interim period through February 11, 1998,
there were no matters of disagreement with Deloitte & Touche on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to the satisfaction of Deloitte &
Touche, would have caused Deloitte & Touche to make reference thereto in its
report. During the Reporting Period, Deloitte & Touche's report on the Company's
financial statements did not contain an adverse opinion or a disclaimer of
opinion nor was it qualified or modified as to uncertainty, audit scope, or
accounting principles.
In connection with the issuance of Deloitte & Touche's audit report on
the Company's restated financial statements for the Reporting Period, the
Company recorded all adjustments to its financial statements deemed appropriate
so that the financial statements presented fairly in all material respects the
Company's financial position, results of operations, and cash flows for the
years ended 1994, 1995 and 1996 and are in conformity with generally accepted
accounting principles. Subsequent to discovering irregularities in certain of
the Company's accounting practices, the Company has taken specific actions
designed to prevent their reoccurrence. The Company has authorized Deloitte &
Touche to respond fully to the inquiries of the Company's new independent
auditors.
The Company has requested Deloitte & Touche to furnish it a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of such letter is attached as an exhibit to
this Form 8-K.
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Item 7. Financial Statements and Exhibits
(c) Exhibits:
The following Exhibits are filed as part of this report.
99.1 Press Release of the Company, dated February 11, 1998
99.2 Letter from Deloitte & Touche to the Securities and
Exchange Commission, dated February 20, 1998
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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.
FINE HOST CORPORATION
Dated: February 23, 1998 By: /s/ Randy B. Spector
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Name: Randy B. Spector
Title: President
Chief Operating Officer
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EXHIBIT INDEX
Exhibit
99.1 Press Release of Fine Host Corporation, dated February 11, 1998
99.2 Letter from Deloitte & Touche to the Securities and Exchange
Commission, dated February 20, 1998.
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Analyst Contact: Catherine James Media Contact: Sitrick And
Company
Executive Vice President Sandra Sternberg
Chief Financial Officer Ann Julsen
203-532-4320 310-788-2850
FINE HOST APPOINTS PRICE WATERHOUSE AS NEW INDEPENDENT AUDITORS
Greenwich, Conn. -- February 11, 1998 -- Fine Host Corporation (NASDAQ:
FINE) announced today that it has engaged Price Waterhouse LLP as its
independent auditors for the fiscal year ended December 26, 1997. Price
Waterhouse replaces Deloitte & Touche LLP, which served as the Company's
independent auditors since 1985.
Fine Host Corporation provides food and beverage concession and
catering services to more than 900 facilities, primarily through multi-year
contracts in the following markets: the recreation and leisure market (arenas,
stadiums, amphitheatres, civic centers and other recreational facilities); the
convention center market; the education market (colleges, universities and
elementary and secondary school nutrition programs); the business dining market
(corporate cafeterias, office complexes and manufacturing plants); the health
care market (long-term care facilities and hospitals); and the corrections
market (prisons and jails).
# # #
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[DELOITTE & TOUCHE LLP LETTERHEAD]
February 23, 1998
Securities & Exchange Commission
Mail Stop 9-5
450 Fifth Street N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read the comments in Item 4 of the Form 8-K/A Current Report of Fine
Host, dated February 11, 1998, and have the following responses:
First paragraph:
We agree with the comments in the first sentence. We have no basis on
which to agree or disagree with the remainder of the paragraph.
Second paragraph:
We agree with the comments therein.
Third paragraph:
As to the first sentence, we advise that we have audited the
consolidated financial statements of Fine Host Corporation and
subsidiaries as of December 25, 1996 and December 27, 1995 and for the
three years in the period ended December 25, 1996 (as restated)
included in the Company's Form 8-K dated February 6, 1998, and have
issued our unqualified report thereon dated February 27, 1997, except
for Note 17 as to which the date is January 28, 1998. We have no basis
on which to agree or disagree with the comments in the second sentence.
We agree with the comments in the third sentence.
Yours truly,
Deloitte & Touche LLP
