SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): December 16, 1997
Clearview Cinema Group, Inc.
(Exact name of registrant as specified in charter)
Delaware 001-13187 22-3338356
(State or other (Commission file (IRS employer
jurisdiction of number) identification no.)
incorporation)
7 Waverly Place 07940
Madison, New Jersey (Zip code)
(Address of principal executive
offices)
Registrant's telephone number,
including area code: (973) 377-4646
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Item 4. Changes in Registrant's Certifying Accountant.
On December 16, 1997, the Board of Directors of Clearview Cinema
Group, Inc. (the "Company") approved the recommendation by the Audit Committee
of the Board of Directors to (i) engage the firm of Price Warehouse LLP as the
Company's principal independent accountant and (ii) dismiss Wiss & Company LLP
("WISS & Company") as such principal accountant.
The Board of Directors retained Wiss & Company to act as the Company's
principal independent accountant in October 1996, after dismissing the firm of
Dorfman, Abrams, Music & Co. as such principal accountant. The report prepared
by Wiss & Company for the fiscal year ended December 31, 1996 did not contain
any adverse opinion or disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope or accounting principles.
During the fiscal year ended December 31, 1996 and the subsequent
interim period through December 16, 1997, (i) the Company had no disagreements
with Wiss & Company on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedures, which
disagreements if not resolved to its satisfaction would have caused it to make
reference to the subject matter of such disagreement in connection with its
reports, and (ii) Wiss & Company has not advised the registrant of any
reportable events as defined in subparagraphs (B)(1) through (3) of Regulation
S-B Item 304(a)(1)(iv). A letter from Wiss & Company is attached hereto as
Exhibit 16.01.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
16.01 Letter regarding change in certifying accountants.
2
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned thereunto duly authorized.
CLEARVIEW CINEMA GROUP, INC.
By: /s/ A. Dale Mayo
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A. Dale Mayo
Title: Chairman of the Board,
President and Chief
Executive Officer
Date: December 22, 1997
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<PAGE>
Exhibit Index
Sequential
Exhibit No. Document Page No.
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16.01 Letter regarding change in certifying accountants.
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[WISS & COMPANY LLP LETTERHEAD]
December 22, 1997
Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Clearview Cinema Group, Inc.
Ladies and Gentlemen:
We have reviewed the Company's disclosure contained in Item 4 to the
Company's Form -K dated December 18, 1997 and agree with the statements made
therein.
Very truly yours,
/s/ Wiss & Company LLP
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Wiss & Company LLP
