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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) May 28, 1999
READING ENTERTAINMENT, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 333-13413 23-2859312
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(State of incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
ONE PENN SQUARE WEST
30 SOUTH FIFTEENTH STREET
SUITE 1300
PHILADELPHIA, PENNSYLVANIA 19102-4813
(Address of principal executive offices)(Zip Code)
REGISTRANT'S TELEPHONE NUMBER: 215-569-3344
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
On May 28, 1999, the Company was advised by Ernst & Young LLP (E&Y) that,
E&Y would decline to stand for re-election as the Company's independent
accountants with respect to the year ended December 31, 1999. E&Y's Reports on
the Company's Financial Statements for each of the past two years did not
contain any adverse opinion or disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. Prior to
receiving this information from E&Y, no decision had been made by the Company,
the Board of Directors or any audit or similar committee of the Board of
Directors, with respect to the ongoing retention of E&Y as the Company's
independent accountants for such year. A decision was previously communicated to
E&Y that the Company's Australian subsidiary, Reading Entertainment Australia
Pty Ltd, would be seeking another independent accountant.
During the Company's two most recent fiscal years, and interim period
preceding E&Y's resignation, there were no disagreements between the Company and
E&Y on any matter of accounting principles or practices, financial statement
disclosure, or audit scope or procedures which, if not resolved, to the
satisfaction of E&Y, would have caused E&Y to make a reference to the subject
matter of the disagreement in connection with E&Y's report.
During the Company's two most recent fiscal years and the subsequent
interim period preceding E&Y's declination, E&Y did not advise the Company:
(a) That any internal controls necessary for the Company to develop
reliable financial statements did not exist;
(b) That any information had come to E&Y's attention that led it to no
longer be able to rely on management's representations, or that made
it unwilling to be associated with the financial statements prepared
by management;
(c)(1) Of any need to expand significantly the scope of its audit, or that
information had come to E&Y's attention during such period that, if
further investigated, may (i) materially impact the fairness or
reliability of either a previously issued audit report or the
underlying financial statements, or the financial statements issued
or to be issued covering the fiscal periods subsequent to the date
of the most recent financial statements covered by an audit report
(including information that may prevent it from rendering an
unqualified audit report on those financial statements), or (ii)
cause it to be unwilling to rely on management's representations or
be associated with the registrant's financial statements; and,
consequently, insofar as the Company is aware,
(c)(2) E&Y was not prevented from expanding the scope of its audit or
conducting further investigations due to E&Y's resignation, audit
scope limitations, or any other reason;
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(d)(1) That information had come to E&Y's attention that it had concluded
materially impacts the fairness or reliability of a
previously issued audit report or the underlying financial
statements.
The Company has provided E&Y with a copy of this report and has requested
E&Y to furnish the Company with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the statements made herein.
The Company has engaged Deloitte & Touche LLP ("Deloitte") as the Company's
independent accountant. During the Company's two most recent fiscal years and
the interim period subsequent to the fiscal year ended December 31, 1998,
neither the Company nor any person on the Company's behalf consulted Deloitte
concerning either:
(a) the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that
might be rendered on the Company's financial statements; and no
written or oral advice was provided to the Company that Deloitte
concluded was an important factor considered by the Company in
reaching a decision as to accounting, auditing, or financial
reporting issues; or
(b) any matter that was the subject of a disagreement or a reportable
event, as those items are defined under Regulation ss. 229-304 (17
C.F.R. ss, 229.304).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
c. Exhibits
(To be filed by amendment.)
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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 thereunto duly authorized.
READING ENTERTAINMENT, INC., REGISTRANT
Date: June 7, 1999 By: /s/ James A.Wunderle
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James A.Wunderle
Executive Vice President,
Chief Financial Officer
and Treasurer
(Duly Authorized Officer and
Principal Financial Officer)
Date: June 7, 1999 By: /s/ David J. Brown
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David J. Brown
Controller
(Chief Accounting Officer)
