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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 1 to
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): February 4, 1998
HOTEL DISCOVERY, INC.
(Exact name of registrant as specified in its charter)
Minnesota 0-23243 31-1487885
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
4801 West 81st Street, Suite 112, Bloomington, MN 55437
(Address of principal executive offices) (Zip Code)
7701 France Avenue South, Suite 217, Edina, Minnesota 55435
(Former Name or Former Address, if Changed Since Last Report)
Registrant's telephone number, including area code: (612) 837-9917
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Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Previous independent accountants
(i) On February 4, 1998, Hotel Discovery, Inc. (the
"Registrant") dismissed Ernst & Young LLP as its
independent accountants.
(ii) As discussed in paragraph (b) below, the Registrant
has engaged new independent accountants, which firm
will audit the Registrant's financial statements for
the fiscal year ended December 28, 1997. The reports
of Ernst & Young LLP on the Registrant's financial
statements for the most recent two fiscal years for
which that firm audited such financial statements,
the most recent of which is the fiscal year ended
December 29, 1996, contained no adverse opinion or
disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principles.
(iii) The Audit Committee of the Registrant's Board of
Directors participated in and approved the decision
to change independent accountants.
(iv) During the Registrant's two most recent fiscal years
and the subsequent interim period through February 4,
1998, there have been no disagreements with Ernst &
Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or
auditing scope or procedure, which disagreements if
not resolved to the satisfaction of Ernst & Young LLP
would have caused them to make reference thereto in
their report on the financial statements for such
years.
(v) During the two most recent fiscal years and the
subsequent interim period through February 4,
1998, there have been no reportable events (as
defined in Regulation S-K Item 304(a)(1)(v)).
(vi) Ernst & Young LLP has furnished the Registrant with a
letter addressed to the Commission stating that it
agrees with the above statements. A copy of this
letter is included as an exhibit to this Form 8-K
Report.
(b) New independent accountants
(i) The Registrant engaged Arthur Andersen LLP as its new
independent accountants as of February 4, 1998.
During the Registrant's two most recent fiscal years
and the subsequent interim period through February 4,
1998, the Registrant has not consulted with Arthur
Andersen LLP on any item regarding (1) 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
Registrant's financial statements, and either a
written report was provided to the Registrant or oral
advice was provided that the new accountant concluded
was an important factor considered by the Registrant
in reaching a decision as to the accounting, auditing
or financial reporting issue; or (2) the subject
matter of a disagreement or reportable event with the
former independent accountants (as described in
Regulation S-K Item 304(a)(2)).
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Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
(16) Letter regarding change in certifying accountant.
SIGNATURE
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.
HOTEL DISCOVERY, INC.
Date: February 9, 1998 By: /s/ Anne D. Huemme
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Name: Anne D. Huemme
Title: Vice President - Finance and Chief
Financial Officer
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EXHIBIT 16
February 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Amendment No. 1 to Form 8-K dated February 9, 1998 of
Hotel Discovery, Inc. and are in agreement with the statements contained in
paragraphs (a)(i), (ii), (iv), (v) and (vi) on page 2 therein. We have no
basis to agree or disagree with other statements of the registrant contained
therein.
ERNST & YOUNG LLP
