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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 12b-25
Commission File Number 1-13044
NOTIFICATION OF LATE FILING
(Check One): X Form 10-K
For Period Ended: December 29, 1996
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NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the item(s) to which the notification relates:
Report of Price Waterhouse LLP as to fiscal years ended
December 31, 1995 and January 1, 1995; Consent of Price Waterhouse LLP
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PART I
REGISTRANT INFORMATION
Full name of Registrant COOKER RESTAURANT CORPORATION
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Former name if applicable
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Address of principal executive office (Street and number)
5500 Village Boulevard
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City, state and zip code West Palm Beach, Florida 33407
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PART II
RULE 12B-25 (b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check appropriate box.)
X (a) The reason described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
X (b) The subject annual report, semi-annual report, transition report on
Form 10-K, 20-F, 11-K or Form N-SAR, or portion thereof will be filed on or
before the 15th calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q, or portion
thereof will be filed on or before the fifth calendar day following the
prescribed due date; and
X (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
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PART III
NARRATIVE
State below in reasonable detail the reasons why Form 10-K, 11-K, 20-F,
10-Q, N-SAR or the transition report thereof could not be filed within the
prescribed time period. (Attach extra sheets if needed.)
In August 1996, the Registrant determined to engage KPMG Peat Marwick LLP
as its independent public accountants for the fiscal year ended December 29,
1996. Price Waterhouse LLP had been the Registrant's independent public
accountants for the fiscal years ended January 1, 1995 and December 31, 1995.
This matter was previously reported on the Registrant's Quarterly Report on Form
10-Q for the quarter ended June 30, 1996. On March 20, 1996, Registrant
delivered a draft of its Form 10-K Annual Report for the fiscal year ended
December 29, 1996 to Price Waterhouse LLP together with a request to Price
Waterhouse to supply its report for the fiscal years ended January 1, 1995 and
December 31, 1995 and its consent to the incorporation by reference thereof into
the Registrant's Form S-8 registration statement for inclusion in Registrant's
Form 10-K for the fiscal year ended December 29, 1996. Price Waterhouse advised
the Registrant that it would not supply its report or consent as requested
despite Registrant's offer to pay for the report and consent and to indemnify
Price Waterhouse. Registrant has engaged KPMG Peat Marwick LLP to audit the
fiscal years ended January 1, 1995 and December 31, 1995 and to provide it with
an audit report and consent on such years to be included in Registrant's Form
10-K Annual Report for the fiscal year ended December 29, 1996. However, it will
take between six and eight weeks to complete such audit which was only begun
after Price Waterhouse's refusal to supply the report and consent.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert S. Schwartz (614) 223-9304
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(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of
the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
|X| Yes |_| No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
|_| Yes |X| No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
COOKER RESTAURANT CORPORATION
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(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date March 28, 1997 By: /s/ G. Arthur Seelbinder
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G. Arthur Seelbinder
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Cooker Restaurant Corporation
5500 Village Boulevard
West Palm Beach, FL 33419
Dear Ladies and Gentlemen:
Pursuant to Rule 12b-25 of the General Rules and Regulations under the
Securities Exchange Act of 1934, we inform you that we have been furnished a
copy of Form 12b-25 to be filed by Cooker Restaurant Corporation on or about
March 28, 1997, which contains notification of the registrant's inability to
file its Form 10-K by March 31, 1997. We have read the Company's statements
contained in Part III therein and we agree with the stated reason as to why we
have been unable to complete our audit and report on the financial statements
for the two-year period ended December 31, 1995, to be included in Form 10-K.
Very truly yours,
KPMG Peat Marwick LLP
March 28, 1997
Fort Lauderdale, Florida
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