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): November 30, 1998
BAB Holdings, Inc.
(Name of small business issuer in its charter)
Illinois 0-27068 36-3857339
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
8501 West Higgins Road, Suite 320, Chicago, Illinois 60631
(Address of principal executive offices) (Zip Code)
Issuer's telephone number (312) 380-6100
(Former name, former address and former fiscal year, if changed since last
report.)
TABLE OF CONTENTS
Page
Item 1. Changes in Control of Registrant................................1
Item 2. Acquisition or Disposition of Assets............................1
Item 3. Bankruptcy or Receivership......................................1
Item 4. Changes in Registrant's Certifying Accountant...................1
Item 5. Other Events....................................................2
Item 6. Resignation of Registrant's Directors...........................2
Item 7. Financial Statements and Exhibits...............................2
Item 8. Change in Fiscal Year...........................................2
SIGNATURE...............................................................2
INDEX TO EXHIBITS.......................................................3
Item 1. Changes in Control of Registrant
Not applicable.
Item 2. Acquisition or Disposition of Assets
Not applicable.
Item 3. Bankruptcy or Receivership
Not applicable.
Item 4. Changes in Registrant's Certifying Accountant
(a) Dismissal of Independent Accounting Firm.
(i). Ernst & Young, L.L.P. (the "principal accountants"), the
independent accounting firm which audited the financial
statements of the registrant during fiscal year 1997 was
dismissed by the Company on November 30, 1998.
(ii). None of the principal accountants' reports on the financial
statements of the registrant has contained an adverse opinion
or a disclaimer of opinion, or was qualified or modified as
to uncertainty, audit scope, or accounting principles.
(iii). This action was approved by the Audit Committee and the
Board of Directorsof the registrant.
(iv). During the preceding two years and any subsequent interim
period preceding their dismissal, the registrant had no
disagreements with the principal accountants on any
matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of the
principal accountants, would have caused it to make reference
to the subject matter of the disagreements in connection with
its report.
(v). None of the kinds of events listed in paragraph
(a)(1)(iv)(B) Regulation S-B item 304
occurred during the two most recent fiscal years and any
subsequent interim periods.
(b) Engagement of New Independent Accountants
(i). On November 30, 1998, the registrant's audit committee and
board of directors formally engaged Blackman, Kallick,
Bartelstein, L.L.P. (the "new accounting firm") of 300
S. Riverside Plaza, Suite 660, Chicago, Illinois 60606-6613 to
audit the registrant's financial statements. The new
accounting firm was not consulted on any manner described in
Regulation S-B (a)(2) prior to appointment. The new
accounting firm has reviewed and approved the content of the
Report on Form 8-K and has declined the opportunity to file
any clarifying statement with the commission.
Item 5. Other Events
None.
Item 6. Resignation of Registrant's Directors
Not applicable.
Item 7. Financial Statements and Exhibits
(c) Exhibit 16.1 Letter from Ernst & Young, L.L.P. re: termination
of auditor relationship.
Item 8. Change in Fiscal Year
Not applicable.
SIGNATURE
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.
BAB HOLDINGS, INC.
Dated: December 4, 1998 By: s/ JOSEPH M. MERKIN
Joseph M. Merkin,
Chief Financial Officer
(Principal accounting and
financial officer)
EXHIBIT 16.1
Securities and Exchange Commission
450 Fifth Street, N. W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 30, 1998 of BAB Holdings,
Inc. and are in agreement with the statements contained in paragraphs
(a)(i), (a)(ii), (a)(iv), and (a)(v) therein. We have no basis to agree
or disagree with the other statements of the registrant contained therein.
/s/ Ernst & Young LLP
Chicago, Illinois
December 1, 1998
