<PAGE> 1
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
Date of Report (Date of Earliest Event Reported): December 14, 1998
-----------------
Atlantic Premium Brands, Ltd.
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 1-13747 36-3761400
- ---------------------------- ------------- --------------------
(State or Other Jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
650 Dundee Road, Suite 370, Northbrook, Illinois 60062
------------------------------------------------ -----
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number, including area code (847) 480-4000
--------------
<PAGE> 2
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
The Audit Committee of the Board of Directors of Atlantic Premium Brands,
Ltd. (the "Company") voted to replace Arthur Andersen LLP with KPMG Peat Marwick
LLP as the Company's independent accountant. This decision was communicated to
Arthur Andersen LLP on December 14, 1998.
During the Company's two most recent fiscal years and the subsequent
interim period, there were no disagreements with Arthur Andersen LLP on any
matter of accounting principles or practices, financial statement disclosure or
auditing scope or procedure, nor did Arthur Andersen LLP's reports on the
financial statements for such periods contain an adverse opinion or disclaimer
of opinion, nor were such reports qualified or modified as to uncertainty, audit
scope or accounting principles.
In connection with the filing of this Current Report on Form 8-K, Arthur
Andersen LLP was provided with a copy of this disclosure and was requested by
the Company to furnish the Company a letter addressed to the Commission stating
whether Arthur Andersen LLP agrees with the above statements. A copy of Arthur
Andersen LLP's letter to the Commission is filed as Exhibit 16 to this Current
Report on Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16 Letter dated December 21, 1998 from Arthur Andersen LLP to the
Securities and Exchange Commission
<PAGE> 3
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.
ATLANTIC PREMIUM BRANDS, LTD.
By: /s/ Merrick M. Elfman
----------------------
Name: Merrick M. Elfman
Title: Chairman of the Board
Dated as of December 21, 1998
<PAGE> 4
Exhibit Index
-------------
Exhibit # Description
- ------------- --------------------------------------------------------------
16 Letter dated December 21, 1998 from Arthur Andersen LLP to the
Securities and Exchange Commission
<PAGE> 1
EXHIBIT 16
[Letterhead of Arthur Andersen LLP]
December 21, 1998
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the attached Form 8-K dated December 14, 1998 of
Atlantic Premium Brands, Ltd. to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
/s/ Arthur Andersen LLP
cc: Mr. Thomas M. Dalton, Chief Financial Officer and
Senior Vice President, Atlantic Premium Brands, Ltd.