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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 November 5, 1998
(Date of earliest event reported)
SANTA BARBARA RESTAURANT GROUP, INC.
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-10576 33-0403086
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
1200 North Harbor Boulevard, Anaheim, California 92803
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (714) 491-6400
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(Former Name or Former Address, if Changed, Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant
On Thursday, November 5, 1998, Santa Barbara Restaurant Group, Inc. (SBRG)
retained KPMG Peat Marwick LLP as its independent auditors for the fiscal year
ending December 31, 1998, to replace Grant Thornton LLP. The decision was
recommended by management of SBRG and approved by SBRG's Board of Directors
following receipt of proposals from various auditing firms at which time a
determination was made to engage KPMG Peat Marwick LLP as SBRG's independent
auditors for the 1998 fiscal year.
The reports of Grant Thornton LLP on SBRG's consolidated financial statements
for the years ended December 31, 1996 and December 31, 1997 did not contain an
adverse opinion or a disclaimer of opinion, and the reports were not qualified
or modified as to uncertainty, audit scope or accounting principles.
In connection with the audits of SBRG's financial statements for each of the two
fiscal years ended December 31, 1996 and December 31, 1997, and in the
subsequent interim period, there were no disagreements with Grant Thornton LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure which, if not resolved to the
satisfaction of Grant Thornton LLP would have caused Grant Thornton LLP to make
reference to the matter in their report.
In connection with the audits of SBRG's financial statements for the years ended
December 31, 1996 and December 31, 1997, and the subsequent interim period:
a) Grant Thornton LLP did not advise SBRG that the internal controls
necessary for SBRG to develop reliable financial statements do not
exist;
b) Grant Thornton LLP did not advise SBRG that information had come to
the attention of Grant Thornton LLP that had led it to no longer be
able to rely on SBRG's management representations, or that had made
Grant Thornton LLP unwilling to be associated with the financial
statements prepared by SBRG's management;
c) Grant Thornton LLP did not advise SBRG that Grant Thornton LLP would
need to expand significantly the scope of its audit, or that
information had come to the attention of Grant Thornton LLP during
such time period that if further investigated may (i) materially
impact the fairness or reliability of either a previously issued audit
report or the underlying financial statements, or the financial
statements issued or to be issued covering the fiscal periods
subsequent to the date of the most recent financial statements covered
by an audit report (including information that may
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prevent it from rendering an unqualified audit report on those
financial statements) or (ii) cause Grant Thornton LLP to be unwilling
to rely on SBRG's management representations or be associated with
SBRG's consolidated financial statements; and
d) Grant Thornton LLP did not advise SBRG that information had come to
the attention of Grant Thornton LLP of the type described in
Subparagraph (c) (i) and (ii) above, the issue not being resolved to
the satisfaction of Grant Thornton LLP prior to its dismissal.
SBRG requested Grant Thornton LLP to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements, a copy of which
letter is attached as an exhibit to this Form 8-K.
During fiscal years ended December 31, 1996 and December 31, 1997 and the
subsequent interim period prior to engaging KPMG Peat Marwick LLP, SBRG (or
anyone on SBRG's behalf) did not consult KPMG Peat Marwick LLP regarding:
(i) either the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on SBRG's financial statements; and as
such no written report was provided to SBRG's and no oral advice was
provided that the new accountant concluded was an important factor
considered by SBRG in reaching a decision as to any accounting,
auditing or financial reporting issue, or;
(ii) any matter that was either the subject of a disagreement or a
reportable event.
Item 7. Financial Statements and Exhibits
(c) Exhibits:
(16) Letter of Grant Thornton LLP regarding change in certifying
accountant.
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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 hereunto duly authorized.
Date: November 11, 1998
Santa Barbara Restaurant Group, Inc.
(Registrant)
/s/ THEODORE ABAJIAN
Theodore Abajian
Executive Vice President & Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description
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16 Letter of Grant Thornton LLP regarding change in certifying
accountant.
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November 11, 1998
Securities and Exchange Commission
Washington, D.C. 20549
Re: Santa Barbara Restaurant Group, Inc.
File No. 1-10576
Dear Sir or Madam:
We have read Item 4 of the Form 8-K of Santa Barbara Restaurant Group, Inc dated
November 11, 1998, and agree with the statements contained in paragraphs 1
through 5.
.
With respect to Item 4 paragraph 6, which relates to consultations with KPMG
Peat Marwick LLP, we do not have sufficient knowledge for us to comment on this
statement.
Very truly yours,
GRANT THORNTON LLP
