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 - February 3, 1998
Spaghetti Warehouse, Inc.
Texas 1-10291 75-1393176
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification Number)
402 West I-30, 75043
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Garland, Texas (Zip Code)
(Address of Principal
Executive Offices)
972/226-6000
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(Telephone Number)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) At a meeting held on February 3, 1998, the Board of Directors of Spaghetti
Warehouse, Inc. (the "Company") approved the engagement of KPMG Peat
Marwick LLP (Dallas, Texas, office) as its independent auditors for the
fiscal year ending June 28,1998 to replace the firm of Arthur Andersen LLP,
who resigned as auditors of the Company effective February 3, 1998.
(b) Arthur Andersen LLP had been engaged to audit the Company's financial
statements for more than the two most recent fiscal years. Neither of
Arthur Andersen LLP's reports on the Company's financial statements for
each of the past two years contained an adverse opinion or disclaimer of
opinion, or was qualified or modified as to uncertainty, audit scope or
accounting principles.
(c) In connection with the audits of the Company's financial statements for
each of the two most recent fiscal years ended June 29,1997, and June 30,
1996, respectively, and any subsequent interim periods through the date of
the resignation of Arthur Andersen LLP, there were no disagreements between
the Company and Arthur Andersen LLP on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope or
procedures which if not resolved to the satisfaction of Arthur Andersen LLP
would have caused Arthur Andersen LLP to make reference to the subject
matter of the disagreement in their report.
(d) Since inception and through the date of this report, the Company did not
consult with KPMG Peat Marwick LLP on either the application of accounting
principles to a completed or proposed specific transaction, or the type of
audit opinion that might be rendered on the Company's financial statements.
(e) A copy of Arthur Andersen LLP's letter directed to the Securities and
Exchange Commission is attached as an exhibit to this report on Form 8-K.
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ITEM 7. EXHIBITS
16.1 - Letter regarding change in certifying accountant - former accountant.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Spaghetti Warehouse, Inc.
Dated: February 10, 1998 By: /s/Phillip Ratner
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Phillip Ratner
President and
Chief Executive Officer
EXHIBIT INDEX
Sequentially
Exhibit Numbered
Number Document Description Page
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16.1 - Letter regarding change in certifying accountant - former accountant.
<PAGE>
EXHIBIT 16.1
<PAGE>
February 9, 1998
Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs:
We have read paragraphs a, b, c and e of Item 4 included in the attached Form
8-K dated February _3, 1998, of Spaghetti Warehouse (the Registrant) filed with
the Securities and Exchange Commission, and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
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ARTHUR ANDERSEN LLP
