UNITED STATES
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
September 9, 1999
(Date of report - date of earliest event reported)
AMERICAN RESTAURANT PARTNERS, L.P.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of
incorporation or organization)
1-9606 48-1037438
(Commission File Number) (I.R.S. Employer
Identification No.)
555 North Woodlawn, Suite 3102
Wichita, Kansas 67208
(Address of principal executive offices) (Zip-Code)
Registrant's telephone number, including area code (316) 684-5119
AMERICAN RESTAURANT PARTNERS, L.P.
FORM 8-K
CURRENT REPORT
TABLE OF CONTENTS
PAGE
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Item 4. Change in Registrant's Certifying Accountants 3
Item 7. Financial Statements and Exhibits 3
Signature 4
Exhibit 16.1 5
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
American Restaurant Partners, L.P. (the Partnership) is filing this report on
Form 8-K to report a change in certifying accountants with the firm of Ernst &
Young LLP being replaced by Grant Thornton LLP effective September 9, 1999.
(a) The following sets forth the information required by item 304(a)(1)
of Regulation S-K:
(i) On September 9, 1999, Ernst & Young LLP was dismissed as the
Partnership's principal accountant.
(ii) Ernst & Young LLP reports on the financial statements for the
past two fiscal years did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was approved by the Directors
of the Managing General Partner.
(iv) During the Partnership's two most recent fiscal years and
subsequent interim periods, there were no disagreements with
Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosures or auditing scope or
procedure.
(v) During the Partnership's two most recent fiscal years and
subsequent interim periods, there have occurred none of the
"reportable events" listed in Item 304(a)(1)(v)(A-D) of
Regulation S-K.
(b) The Partnership has requested and received from Ernst & Young LLP
the letter required by Item 304(a)(3) of Regulation S-K. Such
letter is filed as Exhibit 16.1 to this report, and states that
Ernst & Young LLP agrees with the statements made by the Partnership
in this report in response to Item 304(a)(1) of Regulation S-K.
(c) The following sets forth the information required by Item 304(a)(2)
of Regulation S-K:
The Partnership has retained Grant Thornton LLP as its principal
accountants effective September 9, 1999.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
The following exhibit is filed with this report:
Exhibit No. Description
- ----------- -----------
16.1 Letter regarding Change in Certifying Accountants
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.
AMERICAN RESTAURANT PARTNERS, L.P.
(Registrant)
By: RMC AMERICAN MANAGEMENT, INC.
Managing General Partner
Date: 9/13/99 By: /s/Terry Freund
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Terry Freund
Chief Financial Officer
ERNST & YOUNG LLP
One Kansas City Place
1200 Main Street
Kansas City, Missouri 64105-2143
Exhibit 16.1
September 13, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of the Form 8-K dated September 13, 1999 of American
Restaurant Partners, L.P. and are in agreement with the statements contained in
paragraphs 4(a) (i), (ii), (iv) and (v) on page 3 therein. We have no basis to
agree or disagree with other statements of the registrant contained therein.
Very truly yours,
/s/Ernst & Young LLP
Ernst & Young LLP
