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UNITED STATES
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
Date of Report (Date of earliest event reported): April 15, 1999
Favorite Brands International, Inc.
and the Guarantors identified in Footnote (1) below
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(Exact Name of Registrant as Specified in Charter)
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Delaware 333-67221 75-2608980
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
2121 Waukegan Road, Bannockburn, Illinois 60015
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(Address of Principal Executive Offices) (Zip Code)
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(1) The following domestic direct subsidiaries of Favorite Brands
International, Inc. are Guarantors of the Company's Senior Notes and are
Co-Registrants, each of which is incorporated in the jurisdiction and has
the I.R.S. Employer Identification Number indicated: Trolli Inc., a
Delaware corporation (52-1716800) and Sather Trucking Corp., a Delaware
corporation (41-1849044).
Registrant's telephone number, including area code: (847) 405-5800
Item 4. Changes in Registrant's Certifying Accountant
(a) On April 15, 1999, Favorite Brands International, Inc. (the "Company")
dismissed the accounting firm of PricewaterhouseCoopers LLP as its independent
auditors. The reports prepared by PricewaterhouseCoopers LLP on the Company's
financial statements for the last two fiscal years did not contain any adverse
opinion or disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope or accounting principles. The decision to change the
Company's independent auditors was made by the Board of Directors of the Company
including all members of the Audit Committee. During the Company's two most
recent fiscal years, and through April 15, 1999, there were no disagreements
with PricewaterhouseCoopers LLP on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure which,
if not resolved to the satisfaction of PricewaterhouseCoopers LLP, would have
caused it to make reference to such matter in its reports. Also, there were no
reportable events of the nature described in Regulation S-K, Item 304 (a) (1)
(v) during either of the Company's two most recent fiscal years and through
April 15, 1999.
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(b) On April 15, 1999, the Board of Directors of the Company appointed Arthur
Andersen as the Company's independent auditors for the year ending June 26,
1999. During the two most recent fiscal years, and the subsequent interim period
prior to such appointment, neither the Company, nor anyone acting on behalf of
the Company, consulted Arthur Andersen LLP regarding: (i) the application of
accounting principles to a specific transaction, either completed or proposed,
or the type of audit opinion that might be rendered on the registrant's
financial statements, or (ii) any matter that was either the subject of a
disagreement or a reportable event.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Businesses Acquired. Not applicable.
(b) Pro Forma Financial Information. Not applicable.
(c) Exhibits.
16.1 Letter regarding change in Certifying Accountants dated April
21, 1999 from PricewaterhouseCoopers LLP addressed to the Securities and
Exchange Commission filed herewith.
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 hereunto duly authorized.
Favorite Brands International, Inc.
Dated: April 21, 1999 BY: /s/ Steven F. Kaplan
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President, Chief Operating Officer and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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16.1 Letter regarding change in Certifying Accountants dated
April 21, 1999 from PricewaterhouseCoopers LLP addressed
to the Securities and Exchange Commission filed herewith.
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Exhibit 16.1
April 21, 1999
Securities and Exchange Commission
Mail Stop 9--5
450 5th Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Favorite Brands International, Inc.
We have read Item 4 of Favorite Brands International, Inc's Form 8-K dated April
15, 1999 and are in agreement with the statements contained in paragraph 4(a)
therein.
Yours very truly,
/s/ PricewaterhouseCoopers LLP
Chicago, Illinois
