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): November 4, 1998
MERITAGE HOSPITALITY GROUP INC.
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(Exact Name of Registrant as Specified in Charter)
MICHIGAN
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(State or Other Jurisdiction
of Incorporation)
0-17442 38-2730460
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Commission File Number) (IRS Employer
Identification Number)
40 PEARL STREET, N.W., SUITE 900
GRAND RAPIDS, MICHIGAN 49503
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (616) 776-2600
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Item 4. Changes in Registrant's Certifying Accountant.
Since 1993, the Company has retained the accounting firm of Grant Thornton, LLP
("Grant Thornton") to perform the annual audit of the financial statements for
the Company and its wholly-owned subsidiaries.
In October 1996, the Company acquired a majority interest of the Wendy's of West
Michigan Limited Partnership (the "Partnership"). In January 1998, the Company
acquired the remaining interests in the Partnership, dissolved the Partnership,
and transferred the Wendy's business to a newly formed limited partnership
("Wendy's of Michigan") that is owned by the Company's wholly-owned subsidiary.
The Partnership had used the accounting firm of BDO Seidman, LLP ("BDO Seidman")
to perform the annual audit of its financial statements. The Company and Wendy's
of Michigan continued using BDO Seidman for the Wendy's business following the
acquisition and dissolution of the Partnership. Grant Thornton expressed
reliance on BDO Seidman's report in its report on the Company's consolidated
financial statements for the year ended November 30, 1997.
The Company has determined that it is most efficient to use one accounting firm
to perform the annual audit of the financial statements for the Company and its
subsidiaries. Accordingly, on November 4, 1998, Wendy's of Michigan dismissed
BDO Seidman (effective August 31, 1998), and the Company formally retained Grant
Thornton to perform all aspects of the annual audit of the financial statements
for the Company and its subsidiaries. The actions were approved by the Board of
Directors of (i) the general partner of Wendy's of Michigan, and (ii) the
Company's wholly-owned subsidiary which owns Wendy's of Michigan.
During the fiscal years ended November 30, 1996 and 1997, and through August 31,
1998, there have been no disagreements with BDO Seidman on any matter of
accounting principles or practices, financial statement disclosure, auditing
scope or procedure, or any reportable events. BDO Seidman's reports on the
financial statements of the Wendy's business for fiscal years ended November 30,
1996 and 1997 contained no adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
The Company requested that BDO Seidman furnish it with a letter addressed to the
SEC stating whether it agrees with the above statements. A copy of BDO Seidman's
letter, dated November 10, 1998, is filed as Exhibit 16.1 to this Form 8-K.
Item 7. Financial Statements and Exhibits.
Exhibit No. Description of Document
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16.1 Letter from BDO Seidman, LLP to the Commission, dated
November 10, 1998, regarding its agreement with the
statements made in the Current Report on Form 8-K.
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SIGNATURES
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 hereto duly authorized.
MERITAGE HOSPITALITY GROUP INC.
Dated: November 12, 1998 BY: /s/Robert E. Schermer, Jr.
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Robert E. Schermer, Jr.
President and Chief Executive
Officer
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EXHIBIT 16.1
November 10, 1998
Securities and Exchange Commission
450 5th Street N.W.
Washington, D.C. 20549
Gentlemen:
We have been furnished with a copy of the response to item 4 of Form 8-K for the
event that occurred on November 4, 1998, to be filed by our former client,
Meritage Hospitality Group Inc. We agree with the statements made in response to
that Item insofar as they relate to our Firm.
Very truly yours,
BDO SEIDMAN, LLP
