<PAGE>
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) December 18, 1998
OUTBACK STEAKHOUSE, INC.
- --------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 000-19334 59-3061413
- ------------------------ ------------------- ----------------------
(State or other (Commission File No.) (IRS Employer
jurisdiction of Identification No.)
incorporation)
550 North Reo Street, Suite 200, Tampa, Florida 33609
- ----------------------------------------------- ------------------------
(Address of principal executive offices) (Zip Code)
(813) 282-1225
---------------
(Registrant's telephone number, including area code)
Not applicable.
- --------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
1
<PAGE>
Item 4. Changes in the Company's Certifying Accountants
(a) Previous Independent Accountants
(i) On December 18, 1998, Outback Steakhouse, Inc. (the "Company")
contacted representatives of Deloitte & Touche LLP to inform them that their
firm would no longer be engaged as the principal accountant to audit the
Company's financial statements for the fiscal year ending December 31, 1998
and terminated the relationship effective December 18, 1998.
(ii) Deloitte & Touche's reports on the financial statements for
the past two fiscal years did not contain any adverse opinions or disclaimers
of opinion and were not qualified or modified as to uncertainty, audit scope
or accounting principles.
(iii) The decision to seek alternatives to the Company's current
accountants was made by the Company's Audit Committee and the decision to
change accountants was recommended by the Company's management and approved
by the Company's Audit Committee of the Board of Directors.
(iv) In connection with its audits for the fiscal years ended
December 31, 1996 and 1997 and during the subsequent interim periods, there
have been no disagreements with Deloitte & Touche on any matters of
accounting principles or practices, financial statement disclosure, or
auditing scope or procedure.
(v) During the Company's two most recent fiscal years and during
the subsequent interim periods, no "reportable events" (as described in item
304(a)(1)(v) of Regulation S-K) have occurred.
(vi) The Company requested Deloitte & Touche to furnish a letter
addressed to the Securities and Exchange Commission ("SEC") stating whether
or not it agrees with the statements made by the Company in response to Item
304 of Regulation S-K. Attached as an exhibit with this filing is the
Deloitte & Touche LLP letter addressed to the SEC as required by Item 304(a)(3)
of Regulation S-K.
(b) New Independent Accountants
(i) The Company engaged PricewaterhouseCoopers as its new
independent accountants effective December 18, 1998. During the most recent
fiscal year and through December 18, 1998, the Company has not consulted with
PricewaterhouseCoopers concerning their financial statements, including the
following items: an audit of the Company's financial statements as the
principal accountant, an audit of a significant subsidiary as an independent
accountant, the application of accounting principles to a specified
transaction or the type of audit opinion that might be rendered on the
Company's financial statements or any matter which concerned a disagreement
or "reportable event" with the previous independent accountants.
2<PAGE>
Item 7. Financial Statements and Exhibits
(c) Exhibits.
16.1 Letter received on December 30, 1998 from Deloitte & Touche LLP
regarding change in certifying accountants filed herewith.
3<PAGE>
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.
OUTBACK STEAKHOUSE, INC.
-------------------------------
(Registrant)
DATED: December 30, 1998 By:/s/ Robert S. Merritt
----------------- ----------------------------
Robert S. Merritt,
Senior Vice President,
Chief Financial Officer and
Treasurer
4<PAGE>
INDEX TO EXHIBITS
Exhibit No. Description
----------- -----------
16.1 Letter received on December 30, 1998 from
Deloitte & Touche LLP regarding change in
Certifying Accountant
5
EXHIBIT 16.1
Deliotte &
Touche LLP
Certified Public Accountants Suite 1200
201 East Kennedy Boulevard
Tampa, Florida 33602-5821
Telephone: (813) 273-8300
December 23, 1998
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, DC 20549
Dear Sirs/Madams:
We have read and, except for the comments in Item 4(a)(iii), agree with the
comments in Item 4(a) of Form 8-K of Outback Steakhouse, Inc. dated
December 23, 1998. As to Items 4(a)(iii) and 4(b), we have no basis
for agreeing or disagreeing with the comments.
Yours truly,
/s/ Deloitte & Touche LLP
