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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 20, 1999
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.)
1601 N.W. Expressway, Suite 1610
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 Accountants
On January 20, 1999, the Board of Directors of Western Country Clubs, Inc.
(the "Company") dismissed HLB Gross Collins, P.C., Atlanta, Georgia ("Gross
Collins"), as the Company's auditors and concurrently directed management to
engaged Gray & Northcutt, Inc., Oklahoma City, Oklahoma ("Gray & Northcutt"), to
audit the Company's consolidated financial statements as of and for the year
ending December 31, 1998.
The reports of Gross Collins on the Company's financial statements for the
past two fiscal years ended December 31, 1997 and 1996, did not contain an
adverse opinion or a disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope, or accounting principles. In connection with the
audits of the Company's financial statements for each of the two fiscal years
ended December 31, 1997 and 1996, and in the subsequent interim periods, there
were no disagreements with Gross Collins on any matters of accounting principles
or practices, financial statement disclosure, or auditing scope and procedures.
which, if not resolved to the satisfaction of Gross Collins, would have caused
Gross Collins to make reference to the matter in their reports, and there were
no reportable events under paragraph (a)(1)(v) of Regulation S-K, as promulgated
by the Securities and Exchange Commission.
During the two most recent fiscal years ended December 31, 1997 and during
the subsequent interim period prior to engaging Gray & Northcutt, neither the
Company nor someone on the Company's behalf consulted with Gray & Northcutt
regarding 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 the Company's financial statements.
The predecessor auditor informed the Company of the existence of no
reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K.
The Company has requested Gross Collins to furnish it a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
that letter, dated January ___, 1999, is filed as Exhibit 16 to this Form 8-K.
Item 7. Exhibits
(a) The following exhibit is filed with this report:
16.1 Letter from HLB Gross Collins, P.C.
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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/ James E. Blacketer
----------------------------------------
James E. Blacketer, Chief Executive Officer
and Chief Financial Officer
Date: January 22 1999
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EXHIBIT INDEX
Sequentially
Exh. No. Exhibit Name Numbered Page
--------- ------------ ---------------
16.1 Letter from HLB Gross Collins, P.C. 5
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Exhibit No. 16.1
HLB GROSS COLLINS, P.C.
CERTIFIED PUBLIC ACCOUNTANTS AND CONSULTANTS
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentilemen:Dear Sir/Madam:
We were previously principal accountants for Western Country Clubs, Inc.
and on February 9, 1998 we reported on the consolidated financial statements of
Western Country Clubs, Inc. ("WCCI") as of and for the two years ended December
31, 1997. On January 20, 1999, we were dismissed as principal accountants of
WCCI. We have read WCCI's statements included under Item 4 of its Form 8-K for
January 20, 1999, and we agree with such statements.
Very truly yours,
/s/ HLB Gross Collins, P.C.
- ---------------------------
Atlanta, Georgia
cc: Mr. James E. Blacketer, CEO, Western Country Clubs, Inc.
