SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K/A-1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
April 26, 1999
--------------
Date of Report
(Date of earliest event reported)
TOFUTTI BRANDS INC.
-------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9009 13-3094658
-------- ------ ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
50 Jackson Drive
Cranford, New Jersey 07016
(Address of principal executive offices and zip code)
(908)272-2400
-------------
(Registrant's telephone number, including area code)
Not applicable
--------------
(Former name or former address, if changed since last report)
<PAGE>
ITEM 4. Change in Registrant's Certifying Accountant.
In accordance with Item 304 of Regulation S-B, the following information
pertains to the change in Registrant's Certifying Accountant.
(i) Wiss & Company LLP has been appointed as the Registrant's
certified public accountants on April 23, 1999 to replace KPMG LLP who has
been dismissed, effective April 26, 1999.
(ii) KPMG LLP's auditors' report on the Registrant's financial
statements for either of the past two years did not contain an adverse
opinion or a disclaimer of opinion, nor was it qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was approved by the Board of
Directors of the Registrant.
(iv) There were no disagreements with KPMG LLP on any matter of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure in connection with its audits for the two most
recent fiscal years, or in the subsequent interim period between December
27, 1998 and April 26, 1999 which, if not resolved to the satisfaction of
KPMG LLP, would have caused KPMG LLP to make reference to the subject
matter of the disagreement in connection with their report.
(v) None of the events listed in (A) through (E) of Item 304(a)(1)(iv)
of Regulation S-B occurred during either of the Registrant's two most
recent fiscal years, or in the subsequent interim period between December
27, 1998 and April 26, 1999.
(vi) KPMG LLP has been asked to provide a letter addressed to the SEC
stating whether they agree with the above statements. This letter is filed
by the Registrant as Exhibit 16 to this Amendment No. 1 to Form 8-K in
accordance with the requirements of Item 304 of Regulation S-B.
ITEM 7. Financial Statements and Exhibits
(c) The following exhibits are hereby made a part of this Form 8-K:
Exhibit 16 Letter re Change in Certifying Accountant
-2-
<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this Amendment to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: April 30, 1999 TOFFUTTI BRANDS INC.
(Registrant)
By: David Mintz
-----------
David Mintz
Chairman of the Board and
Chief Executive Officer
-3-
<PAGE>
EXHIBIT INDEX
Exhibit No. Description
Exhibit 16 Letter re Change in Certifying Accountant
Exhibit 16
KPMG
New Jersey Headquarters Telephone 973 467 9650
150 John F. Kennedy Parkway Fax 973 467 7930
Short Hill NJ 07078
April 30, 1999
Return Receipt No. Z 220909 060
Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Tofutti Brands Inc. and, under the
date of March 16, 1999, we reported on the financial statements of Tofutti
Brands Inc. as of December 26, 1998 and December 27, 1997 and for the fifty-two
week periods then ended. On April 26, 1999 our appointment as principal
accountants was terminated. We have read Tofutti Brand Inc.'s statements
included under Items 4 (ii) through 4 (vi) in its Form 8-K/A-1 dated April 26,
1999 and filed on April 30, 1999, and we agree with such statements.
Very truly yours,
/s/KPMG LLP
