SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K / A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): July 17, 1998
HARVEST RESTAURANT GROUP, INC.
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(Exact name of Registrant as specified in its charter)
Texas
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(State or Other Jurisdiction of Incorporation)
33-95796 76-0406417
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(Commission File Number) (I.R.S. Employer
Identification No.)
1250 N.E. Loop 410, Suite 335, San Antonio, Texas 78209
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (210) 824-2496
Not applicable
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(former name of former address, if changed since last report)
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INFORMATION INCLUDED IN REPORT ON FORM 8-K / A
This amendment is to clarify certain information reported under Item 4. of Form
8-K filed on July 24, 1998. All other information reported under Item 5. of the
same Form 8-K remains as originally reported on that date.
Item 4. Changes in Registrant's Certifying Accountant
Effective July 17, 1998, Akin, Doherty, Klein & Feuge, P.C. ("Akin Doherty"
or the "Accountants") resigned as the certifying accountant for Harvest
Restaurant Group, Inc. (the "Company"). Due to the pending merger with TRC
Acquisition Corporation and the planned relocation of the corporate offices to
Atlanta, Georgia as described in Item 5 of the Form 8-K filed on July 24, 1998,
the Company does not intend to retain a new independent accountant until after
the completion of the merger. It is anticipated that after completion of the
merger, TRC's current independent accountants, PricewaterhouseCoopers, LLP, will
be retained as the Company's new independent accountants.
The report of Akin Doherty on the consolidated financial statements of
Harvest Restaurant Group, Inc. for the year ended December 28, 1997 contained an
explanatory paragraph as to an uncertainty to continue as a going concern. The
report for the year ended December 29, 1996 contained no adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles.
There were no disagreements with Akin Doherty during the two years ended
December 28, 1997 and December 29, 1996 and the subsequent interim period
through the date of their resignation on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure.
There were no events communicated by Akin Doherty during the two years
ended December 28, 1997 and December 29, 1996 and the subsequent interim period
through the date of their resignation regarding the following:
1. That the internal controls necessary for the Company to develop reliable
financial statements did not exist.
2. That information has come to the Accountant's attention that has led it
to no longer be able to rely on management's representations or that has made it
unwilling to be associated with the financial statements prepared by management.
3. That the Accountants needed to expand significantly the scope of their
audit or that they have become aware of information that if further investigated
may materially impact the fairness and reliability of a previously issued audit
report or underlying financial statements or cause it to be unwilling to rely on
management's representations or be associated with the Company's financial
statements.
2
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4. That information has come to the Accountant's attention that it has
concluded materially impacts the fairness or reliability of a previously issued
audit report or the underlying financial statements and that due to the
Accountant's resignation the issue has not been resolved to the Accountant's
satisfaction prior its resignation.
The Company has requested that Akin Doherty furnish it with a letter
addressed to the Securities and Exchange Commission stating whether or not it
agrees with the above statements. A copy of such letter is filed as an exhibit
to this Form 8-K / A.
The Company had not previously retained or consulted with any new
independent accountant with respect to the application of accounting principles
to any transaction, the type of audit opinion that might be rendered on the
Company's consolidated financial statements, or as to any matter that was either
the subject of a disagreement as defined in 304(a)(1)(iv), or a reportable event
(as described in paragraph (a)(1)(iv) of Item 304 Regulation S-K).
Item 7. Financial Statements and Exhibits
Exhibit No. Title
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16. Akin, Doherty, Klein & Fuege, P.C., Letter on Change in
Certifying Accountant.
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.
HARVEST RESTAURANT GROUP, INC.
(Registrant)
By: /s/ Joseph Fazzone
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Joseph Fazzone
Date: September 4, 1998 Chief Financial Officer
September 4, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Amended Form 8-K / A dated July 17, 1998 and signed
September 4, 1998 of Harvest Restaurant Group, Inc. and are in agreement with
the statements contained in the Item 4(a) therein.
/s/ Akin, Doherty Klein & Feuge, P.C.
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Akin, Doherty Klein & Feuge, P.C.
