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 31, 1999
Restaurant Teams International, Inc.
(Exact name of registrant as specified in its charter)
State of Texas 001-13559 75-2337102
(State of incorporation) (Commission File No.) (IRS Employer
Identification No.)
911 N.W. Loop 281, Suite 111
Longview, Texas 75604
(Address of principal executive offices) (Zip code)
No change
(Former name of address, if changed since last report).
<PAGE>
Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT.
At a meeting held on December 28, 1999, the Board of Directors of the Company
approved the engagement of Hein & Associates, LLP, a regional firm which
specializes in SEC work, as its independent auditors for the fiscal year ending
December 31, 1999 to replace the firm of Ernst & Young LLP. The audit committee
of the Board of Directors approved the change in auditors on the same date.
The change was made due to the delay in the pending Fatburger acquisition and
Company's Board of Directors determination that it was no longer in the best
interest of the shareholders to incur the higher costs of a big 5 firm.
The report of Ernst & Young LLP on the Company's financial statements for the
past fiscal year did not contain an adverse opinion or a disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope, or accounting
principles.
In connection with the audit of the Company's financial statements for the
fiscal year ended December 31, 1998, and in the subsequent interim period, there
were no disagreements with Ernst & Young LLP on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope and
procedures which, if not resolved to the satisfaction of Ernst & Young LLP would
have caused Ernst & Young LLP to make reference to the matter in their report.
In connection with the aforementioned audit, Ernst & Young LLP advised the
Company that the internal controls necessary for the registrant to develop
reliable financial statements did not exist. The management of the Company has
taken aggressive steps to correct the matters brought to their attention by
Ernst & Young LLP.
The Company has requested Ernst & Young LLP to furnish it a letter addressed to
the Commission stating whether it agrees with the above statements. A copy of
that letter, dated December 31, 1999 is filed as Exhibit 1 to this Form 8-K, as
required by Item 304 (a) (3) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENT, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Financial Statements of Businesses Acquired.
None
(b) Pro Forma Financial Information
None
(c) Exhibits
16.1 Letter re change in Certifying Accountant.
<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.
Restaurant Teams International, Inc.
Date: December 31, 1999 By: /s/ Stanley L. Swanson
--------------------
Stanley L. Swanson
Chief Executive Officer
(Signature)
Date: December 31, 1999 By: /s/ Curtis A. Swanson
------------------
Curtis A. Swanson
Chief Financial Officer
(Signature)
INDEX TO EXHIBITS
Exhibit No. Description
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16.1 Letter re change in Certifying Accountant
Frost Bank Tower Phone 210 228 9696
ERNST&YOUNG LLP Suite 1900 Fax 210 242 7252
100 West Houston Street
San Antonio, Texas 78205-1457
Mail Address
P.O. Box 2938
San Antonio, Texas 78229-2938
January 4, 2000
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 31, 1999, of Restaurant Teams
International, Inc., and are in agreement with the statements contained in the
third and fourth paragraphs on page one (continued on page two) therein. We have
no basis to agree or disagree with other statements of the registrant contained
therein.
Regarding the registrant's statement concerning the lack of internal control to
prepare financial statements, included in the fourth paragraph on page one
(continued on page two) therein, we had considered such matter in determining
the nature, timing and extent of procedures performed in our audit of the
registrants 1998 financial statements.
Very truly yours,
/s/ Ernst & Young LLP
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Ernst & Young LLP
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
