SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------
AMENDMENT TO
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of
The Securities Act of 1934
Date of Report (Date of earliest event reported) January 26, 1998
NOBLE ROMAN'S, INC.
(Exact name of registrant as specified in its charter)
INDIANA 0-11104 35-1281154
(State or other (Commission (I.R.S. Employer
jurisdiction File Number) Identification No.)
of incorporation)
ONE VIRGINIA AVENUE, SUITE 800
INDIANAPOLIS, INDIANA 46204
(Address of principal executive officers) (Zip Code)
Registrant's telephone number, including area code (317) 634-3377
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
The Board of Directors of Noble Roman's, Inc. (the "Registrant")
determined to replace KPMG Peat Marwick LLP ("KPMG") as the
Registrant's independent auditors for the year ended December 31, 1997,
approximately the same time that KPMG resigned its client-auditor
relationship with Registrant on November 6, 1997. The KPMG audit
reports on the consolidated financial statements of the Registrant as
of December 31, 1996 and 1995, and each of the years in the three-year
period ended December 31, 1996, did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to audit
scope or accounting principles. KPMG's report dated April 29, 1997 did
contain a separate paragraph stating that the Company's losses,
accumulated deficit and default on its long-term debt raises
substantial doubt about the Company's ability to continue as a going
concern.
During the three-year period ended December 31, 1996 and through the
period ended November 6, 1997, there was no disagreement between the
Registrant and KPMG on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or
procedure, which disagreement if not resolved to the satisfaction of
KPMG, would have caused it to make reference to the subject matter of
such disagreement in connection with its report. KPMG did advise the
Registrant that they considered the Registrant's lack of timely review
and analysis of financial information to be a material weakness in
internal accounting control under standards established by the American
Institute of Certified Public Accountants. Their letter also stated
that their comments did not effect their report on the Registrant's
financial statements.
<PAGE>
Signatures
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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.
Date: January 26, 1998. NOBLE ROMAN'S, INC.
By: /s/ Paul W. Mobley
----------------------------
Paul W. Mobley, Chairman and
Chief Executive Officer
By: /s/ Mitchell E. Katz
----------------------------
Mitchell E. Katz
(Chief Financial Officer)
<PAGE>
EXHIBIT INDEX
Item 1. Index to Exhibits
16 Letter re change of certifying accountant
KPMG Peat Marwick, LLP
2400 First Indiana Plaza
135 N. Pennsylvania Street
Indianapolis, IN 46204-2452
January 26, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Noble Roman's, Inc., and under
the date of April 29, 1997, we reported on the consolidated financial
statements of Noble Roman's, Inc. and subsidiaries as of December 31, 1996 and
1995, and for each of the years in the three-year period ended December 31,
1996. On November 6, 1997, we resigned as the independent auditors for Noble
Roman's, Inc.
We have read Noble Roman's, Inc.'s statements included under Item 4 in its
amended Form 8-K dated January 26, 1998, and we agree with such statements,
except that we are not in a position to agree or disagree as to any
determinations that the Board of Directors may have made.
Very truly yours,
KPMG Peat Marwick, LLP
