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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): January 30, 1997
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WESTERN COUNTRY CLUBS, INC.
(Exact name of registrant as specified in its charter)
COLORADO
(State or other jurisdiction of incorporation or organization)
000-24058 84-1131343
(Commission File Number) (I.R.S. Employer Identification No.)
5218 CLASSEN BOULEVARD
OKLAHOMA CITY, OKLAHOMA 73118
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 405-848-0996
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) SECTION 304(a)(1):
(i) On January 30, 1997, Western Country Clubs, Inc. (the "Company")
dismissed the accounting firm of Causey, Demgen & Moore, Inc.,
Denver, who have acted as certifying accountants for the Company
for the years ending December 31, 1993, 1994 and 1995.
(ii) None of the prior certifying accountants' reports on the
Company's financial statements for the past two years contained
an adverse opinion or disclaimer of opinion, or was modified as
to uncertainty, audit scope or accounting principle. The prior
accountant did decline to express an opinion on the financial
statements of a partnership entity in which the Company holds an
ownership interest due to scope limitations. In that situation,
Causey, Demgen & Moore, Inc. was not able to obtain written
representations from partnership's management and legal counsel.
(iii) The change of principal accountants was approved by the Company's
Board of Directors on January 29, 1997.
(iv) The Company is unaware of any disagreement with Causey, Demgen &
Moore, Inc., on any matter of accounting principle or practice,
financial statement disclosure, or auditing scope or procedure
which would have caused said accountants to make reference to the
subject matter in connection with any report issued by same.
(b) SECTION 304(a)(2):
(2) Effective January 30, 1997, the Company has engaged the
accounting firm of Gross, Collins & Cress, P.C., Atlanta,
Georgia, to act as certifying accountants for the year ending
December 31, 1996.
(i) The application of accounting principles to a specific completed
or contemplated transaction, or to the type of audit opinion that
might be rendered was not an important factor in the decision to
change accounting firms.
(ii) (not applicable)
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) The following exhibits are filed with this report:
4.0 Statement of prior certifying accountant in response to the
information disclosed herein.
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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 authorized.
Western Country Clubs, Inc.
/s/ Ted W. Strickland
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Ted W. Strickland, Chief
Financial Officer
Date: February 6, 1997
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EXHIBIT INDEX
<TABLE>
<CAPTION>
SEQUENTIALLY
EXHIBIT NO. EXHIBIT NAME NUMBERED PAGE
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<S> <C> <C>
4.0 Statement of prior certifying accountant 5
in response to the information disclosed
herein.
</TABLE>
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[CAUSEY DEMGEN & MOORE INC. LETTERHEAD]
February 5, 1997
United States Securities and Exchange Commission
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Western Country Clubs, Inc.
SEC File No. 000-24058
Ladies and Gentlemen:
The undersigned Causey Demgen & Moore Inc., previously acted as independent
accountants to audit the financial statements of Western Country Clubs, Inc.
(the "Company"). We are no longer acting as independent accountants to the
Company.
This letter will confirm that we have reviewed Item 4. of the Company's Form
8-K dated January 30, 1997, captioned "CHANGES IN REGISTRANT'S CERTIFYING
ACCOUNTANT" and that we agree the statements made therein as they relate to us.
We hereby consent to the filing of this letter as an exhibit to the foregoing
report on Form 8-K.
Dated this 5th day of February, 1997.
Sincerely,
CAUSEY DEMGEN & MOORE INC.
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