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
December 6, 1999
Date of Report (Date of earliest event reported)
RUBY TUESDAY, INC.
(Exact name of registrant as specified in its charter)
GEORGIA 1-12454 63-0475239
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
150 West Church Avenue, Maryville, Tennessee 37801
(Address of principal executive offices) (Zip Code)
(865) 379-5700
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
Items 1 through 3 (inclusive), 5, 6, and 8 not applicable.
Item 4 Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountant.
(i) On December 6, 1999 the Company determined not to
continue to engage Ernst & Young LLP as the Company's
independent accountant.
(ii) The reports of Ernst & Young LLP on the financial
statements of the Company for each of the past two fiscal
years ending 6/6/99 and 6/6/98, respectively, contained no
adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The decision to change accountants was recommended
by the Company's Audit Committee and was approved by the
Company's Board of Directors.
(iv) During the Company's two most recent fiscal years
and through the date of this report, the Company has had 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 Ernst & Young LLP to
make a reference thereto in its report on the financial
statements of the Company for such periods.
(v) The Company has requested that Ernst & Young LLP
furnish it with a letter addressed to the Securities and
Exchange Commission stating whether or not it agrees with
the above statements. A copy of such letter, dated
December 10, 1999, is filed as Exhibit 16 to this Form 8-K.
(b) Engagement of New Independent Accountant.
(i) KPMG LLP has been engaged by the Company as its new
independent accountant to audit the Company's financial
statements, effective as of December 6, 1999.
(ii) Prior to the engagement of KPMG LLP, the Company had
not consulted with KPMG LLP during its two most recent fiscal
years and through the date of this report in any matter
regarding: (A) either 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
neither was a written report provided to the Company nor
was oral advice provided that KPMG LLP concluded was an
important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial
reporting issue, or (B) the subject of either a
disagreement or a reportable event described in Paragraph
(a)(v) above.
Item 7 Financial Statements and Exhibits.
Exhibit No. Description
16 Letter from Ernst & Young LLP to the Securities and
Exchange Commission dated December 10, 1999 pursuant to
Item 304(a)(3) of Regulation S-K.
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.
Ruby Tuesday, Inc.
(Registrant)
By: /s/ J. Russell Mothershed
Title: Senior Vice President, Finance,
Chief Financial Officer,
Treasurer and Assistant Secretary
(Principal Accounting Officer)
December 10, 1999
Date
EXHIBIT INDEX
Exhibit No. Description
16 Letter from Ernst & Young LLP to the Securities and
Exchange Commission dated December 10, 1999 pursuant to
Item 304(a)(3) of Regulation S-K.
Exhibit 16
December 10, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 10, 1999, of Ruby Tuesday, Inc.
and are in agreement with the statements contained in Item 4(a)(i), (ii),
(iv) and (v) on page two therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
Very truly yours,
/s/ Ernst & Young LLP
