WATERMARC FOOD MANAGEMENT CO
8-K/A, 1997-09-09
EATING PLACES
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<PAGE>   1



                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549



                                    FORM 8-K
                                AMENDMENT NO. 1


                            CURRENT REPORT PURSUANT
                         TO SECTION 13 OR 15(b) OF THE
                        SECURITIES EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)       August 20, 1997
                                                -------------------------------


                         WATERMARC FOOD MANAGEMENT CO.
- -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in Its Charter)


                                     TEXAS
- -------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)


             0-20143                                  74-2605598
- -------------------------------------   ---------------------------------------
     (Commission File Number)            (I.R.S. Employer Identification No.)


11111 Wilcrest Green, Suite 350, Houston, Texas         77042
- -------------------------------------------------------------------------------
   (Address of Principal Executive Offices)           (Zip Code)


                                 (713) 783-0500
- -------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
- -------------------------------------------------------------------------------
         (Former name or Former Address, if Changed Since Last Report)
<PAGE>   2
                     INFORMATION INCLUDED IN REPORT ON 8-K


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On August 20, 1997, Coopers & Lybrand L.L.P. resigned as Registrant's principal
independent accountant (hereafter referred to as "former principal
accountant"). The former principal accountant's report dated September 27, 1996
on the Registrant's financial statements for the fiscal years ended June 30,
1996 and July 2, 1995 was unqualified.

The decision to change accountants was approved by the Audit Committee of
Registrant's Board of Directors.

During Registrant's fiscal years ended July 2, 1995 and June 30, 1996 and the
subsequent interim period through August 20, 1997 preceding the former principal
accountant's August 20, 1997 resignation, there were no disagreements or
reportable events with the former principal accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

On August 26, 1997, Registrant engaged Mann Frankfort Stein & Lipp, P.C. as its
new principal accountant to audit Registrant's financial statements for the
fiscal year ended June 29, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

The former principal accountant's letter addressed to the Securities and
Exchange Commission regarding this amended report is attached hereto as 
Exhibit 16.


                                   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.


                                        Watermarc Food Management Co.
                                ------------------------------------------
                                                (Registrant)

Date   September 9, 1997        By  /s/
    ------------------------      ----------------------------------------
                                                 (Signature)


                                By      Ghulam M. Bombaywala
                                  -----------------------------------------


                                Title   Chief Executive Officer
                                     --------------------------------------
<PAGE>   3
                               INDEX TO EXHIBITS


EXHIBIT
NUMBER                                  DESCRIPTION
- ------                                  -----------
  16            Letter regarding change of certifying accountant

<PAGE>   1
                                                                    EXHIBIT 16


                         [COOPERS & LYBRAND LETTERHEAD]


September 9, 1997


Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549


Gentlemen:

We have read the statements (copy attached) made by Watermarc Food Management
Co. (the "Company"), which we understand will be filed with the Commission,
pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K Amendment 
No. 1 report dated September 9, 1997. We agree with the statements concerning 
our Firm in such Form 8-K Amendment No. 1.

Very truly yours,

/s/ COOPERS & LYBRAND L.L.P.


Attachment

<PAGE>   2
                     INFORMATION INCLUDED IN REPORT ON 8-K


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

On August 20, 1997, Coopers & Lybrand L.L.P. resigned as Registrant's principal
independent accountant (hereafter referred to as "former principal
accountant"). The former principal accountant's report dated September 27, 1996
on the Registrant's financial statements for the fiscal years ended June 30,
1996 and July 2, 1995 was unqualified.

The decision to change accountants was approved by the Audit Committee of
Registrant's Board of Directors.

During Registrant's fiscal years ended July 2, 1995 and June 30, 1996 and the
subsequent interim period through August 20, 1997 preceding the former principal
accountant's August 20, 1997 resignation, there were no disagreements or
reportable events with the former principal accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure.

On August 26, 1997, Registrant engaged Mann Frankfort Stein & Lipp, P.C. as its
new principal accountant to audit Registrant's financial statements for the
fiscal year ended June 29, 1997.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

The former principal accountant's letter addressed to the Securities and
Exchange Commission regarding this amended report is attached hereto as 
Exhibit 16.


                                   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.


                                        Watermarc Food Management Co.
                                ------------------------------------------
                                                (Registrant)

Date   September 9, 1997        By  /s/
    ------------------------      ----------------------------------------
                                                 (Signature)


                                By      Ghulam M. Bombaywala
                                  -----------------------------------------


                                Title   Chief Executive Officer
                                     --------------------------------------


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