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7-18 DRAFT
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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)
JULY 15, 1997
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<S> <C>
COMMISSION FILE NUMBER: COMMISSION FILE NUMBER:
1-9319 1-9320
PATRIOT AMERICAN HOSPITALITY, INC. PATRIOT AMERICAN HOSPITALITY
(Exact name of registrant OPERATING COMPANY
as specified in its charter) (Exact name of registrant
as specified in its charter)
DELAWARE DELAWARE
(State or other jurisdiction of (State or other jurisdiction of
incorporation or organization) incorporation or organization)
94-0358820 94-2878485
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
3030 LBJ FREEWAY, SUITE 1500 3030 LBJ FREEWAY, SUITE 1500
DALLAS, TEXAS 75234 DALLAS, TEXAS 75234
(972) 888-8000 (972) 888-8000
(Address, including zip code, and telephone (Address, including zip code, and telephone
number, including area code, of number, including area code, of
principal executive offices) principal executive offices)
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N/A
(Former name, former address and former fiscal year,
if changes since last report)
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PATRIOT AMERICAN HOSPITALITY, INC.
AND PATRIOT AMERICAN HOSPITALITY OPERATING COMPANY
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
At a meeting held on July 15, 1997, the Board of Directors of Patriot American
Hospitality, Inc. (the "Corporation") approved the engagement of Ernst & Young
LLP as its independent auditors for the fiscal year ending December 31, 1997 to
replace the firm of Deloitte & Touche LLP, who were dismissed as auditors of the
Corporation effective July 1, 1997.
At a meeting held on July 15, 1997, the Board of Directors of Patriot American
Hospitality Operating Company (the "Operating Company") approved the engagement
of Ernst & Young LLP as its independent auditors for the fiscal year ending
December 31, 1997 to replace the firm of Deloitte & Touche LLP, who were
dismissed as auditors of the Operating Company effective July 1, 1997.
The reports of Deloitte & Touche LLP on the Corporation's and the Operating
Company's financial statements for the past two fiscal 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. The report of Deloitte &
Touche LLP dated March 28, 1997 expressed an unqualified opinion and included an
explanatory paragraph relating to a proposed merger and certain disagreements
between the Corporation and the Operating Company.
In connection with the audits of the Corporation's and the Operating Company's
financial statements for each of the two fiscal years ended December 31, 1996,
and in the subsequent interim period, there were no disagreements with Deloitte
& Touche LLP on any matters of accounting principles or practices, financial
statement disclosure, or audit scope and procedures which, if not resolved to
the satisfaction of Deloitte & Touche LLP would have caused Deloitte & Touche
LLP to make reference to the matter in their report.
The Corporation and the Operating Company have requested Deloitte & Touche to
furnish a letter addressed to the Commission stating whether it agrees with the
above statements. A copy of that letter, dated July 15, 1997 is filed as
Exhibit 16.1 to this Current Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
Exhibits.
Item Number Description
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16.1 Letter dated July 15, 1997 from Deloitte & Touche LLP regarding
change in certifying accountant
2
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934,
each of the registrants has duly caused the report to be signed on its behalf by
the undersigned, thereunto duly authorized.
Dated: July 21, 1997
PATRIOT AMERICAN HOSPITALITY, INC.
By: /s/ Rex E. Stewart
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Rex E. Stewart
Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
PATRIOT AMERICAN HOSPITALITY OPERATING COMPANY
By: /s/ Rex E. Stewart
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Rex E. Stewart
Executive Vice President and Chief Financial Officer
(Principal Accounting and Financial Officer)
3
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PATRIOT AMERICAN HOSPITALITY, INC. AND
PATRIOT AMERICAN HOSPITALITY OPERATING COMPANY
EXHIBIT INDEX
Item Number Description
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16.1 Letter dated July 15, 1997 from Deloitte & Touche LLP
regarding change in certifying accountant
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EXHIBIT 16.1
July 15, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated July 21, 1997 of Patriot American
Hospitality, Inc. and Patriot American Hospitality Operating Company and are in
agreement with the statements contained in the five paragraphs on page two
therein. We have no basis to agree or disagree with other statements of the
registrant contained therein.
Yours truly,
/s/ Deloitte & Touche LLP
