SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
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FORM 8-K/A
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Current Report
Pursuant to Section 13 or 15(d) of the Securities Act of 1934
Date of Report (Date of earliest event reported): December 2, 1996
Commission File Number: 333-07601
FRD AQUISITION CO.
(Exact Name of Registrant as Specified in Charter)
DELAWARE 13-3487402
(State or Other Jurisdiction (I.R.S. Employer
of Incorporation or Organization) Identification No.)
203 EAST MAIN STREET 29319-9966
SPARTANBURG, SOUTH CAROLINA (Zip Code)
(Address of Principal Executive Offices)
Registrant's telephone number, including area code:
(864) 597-8000
N/A
(Former name or former address, if changed since last report)
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Item 4. Changes In Registrant's Certifying Accountant
The Registrant, a wholly owned subsidiary of Flagstar Corporation
("Flagstar"), has engaged Deloitte & Touche LLP ("D&T") as its principal
independent auditors as of December 2, 1996. The Registrant was formed in 1996
to facilitate the May 23, 1996 acquisition by Flagstar of the Family Restaurant
Division of Family Restaurants, Inc., which primarily operated Coco's and
Carrows restaurants. In connection with the acquisition, the Registrant issued
12 1/2 % Series B Senior Notes due 2004 for which a registration statement under
the Securities Act of 1933, as amended, has become effective (Registration
Statement on Forms S-1 and S-4, dated September 6, 1996, No. 333-07601).
In connection with such registration, KPMG Peat Marwick LLP ("KPMG"),
the principal independent auditor for Family Restaurants, Inc., audited and
rendered an independent auditors' report on the balance sheet of the Registrant
as of May 22, 1996. KPMG's report 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. During KPMG's audit of the referenced balance
sheet and during the subsequent interim period preceding the engagement of D&T,
there were no disagreements with KPMG on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreements, if not resolved, would have caused KPMG to make reference to the
subject matter of such disagreements in connection with its report.
As a result of the desire of the Registrant's parent, Flagstar, to
have each of its subsidiaries (who require the use of an independent
auditor) use the same independent auditor as Flagstar, KPMG was dismissed
as the Registrant's principal independent auditor and D&T was engaged as
of December 2, 1996. The Audit Committee of Flagstar recommended and approved
the appointment of D&T and the dismissal of KPMG, which was later ratified
and approved by the Registrant's Board of Directors.
A copy of this report on Form 8-K has been delivered to KPMG, together
with a request that KPMG furnish to the Registrant a letter addressed to the
Securities and Exchange Commission stating whether KPMG agrees with the
statements made by the Registrant in this Report and, if not, stating the
respects in which KPMG does not agree. A copy of the KPMG letter is attached as
an exhibit to this Report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.0- Letter of KPMG Peat Marwick LLP as to change in
Certifying Accountant
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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.
FRD AQUISITION CO.
Date: December 26, 1996 _____________________
C. Robert Campbell
Executive Vice President
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(KPMG Peat Marwick LLP letterhead appears here)
Page 1
Securities and Exchange Commission
Washington, D.C. 20549
December 26, 1996
Ladies and Gentlemen:
We were previously principal accountants for FRD Acquisition Co. ("FRD") and,
under the date of May 22, 1996, we reported on the balance sheet of FRD as
of May 22, 1996. On December 2, 1996, our appointment as principal accountants
was terminated. We have read FRD's statements included under item 4 of its Form
8-K/A dated December 26, 1996 with respect to KPMG Peat Marwick LLP, and we
agree with such statements.
Very truly yours,
(Signature of KPMG Peat Marwick LLP)
