================================================================================
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 7, 1998
----------------
FREDERICK BREWING CO.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
MARYLAND
----------------------------------------------
(State or other jurisdiction of incorporation)
0-27800 52-1769647
- ------------------------ ---------------------------------
(Commission File Number) (IRS Employer Identification No.)
4607 Wedgewood Boulevard, Frederick, Maryland 21703
- --------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (301) 694-7899
================================================================================
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant
As of December 7, 1998, the Registrant, Frederick Brewing Co. (the "Company")
dismissed its independent account, PricewaterhouseCoopers LLP.
The reports of the former accountants had not, in the past two years, contained
any adverse opinions, disclaimer of opinion or qualifications of the kind set
out in Rule S-K, Item 304(a)(1)(ii).
The decision to change accountants was made by the Company's board of directors
acting upon the recommendation of the audit committee of the board.
There have not been, to the Company's knowledge, any disagreements regarding the
matters specified in Rule S-K, Item 304(a)(iv) between the former accountants of
the Company during the Company's last two fiscal years or in any subsequent
period.
On December 8, 1998, the board of directors, acting upon the recommendation of
the audit committee, engaged BDO Seidman, LLP to serve as the Company's
independent accountant and auditor for future periods. The Company had not
previously consulted the new accountant concerning any matter.
Item 7. Financial Information, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Businesses Acquired.
Not applicable.
(b) Pro Forma Financial Information.
Not applicable.
(c) 16.1 Exhibits
Letter Regarding Change in Independent Accountants.
<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 thereunto duly authorized.
Dated: December 14, 1998 FREDERICK BREWING CO.
By: /s/ Kevin E. Brannon
------------------------------------
Chairman and Chief Executive Officer
PriceWaterhouseCoopers [LOGO]
- --------------------------------------------------------------------------------
| PricewaterhouseCoopers LLP
| 1751 Pinnacle Drive
| McLean VA 22102-3811
| Telephone (703) 918 3000
| Facsimile (703) 918 3100
Exhibit 16
December 15, 1998
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Commissioners:
We have read the statements made by Frederick Brewing Co. (copy attached), 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 report for the month of December 1998. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ PricewaterhouseCoopers LLP
- -------------------------------
PricewaterhouseCoopers LLP
