SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): June 16, 2000
Tanner's Restaurant Group, Inc.
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(Exact name of Registrant as specified in charter)
Texas 33-95796 76-0406417
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(State or other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification Number)
1087 Broad Street, Fourth Floor, Bridgeport, Connecticut 06604
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(Address of principal executive offices) (Zip Code)
(203) 333-6389
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(Registrant's Telephone Number, including Area Code)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
(i) On June 16, 2000, Tanner's Restaurant Group, Inc. (the "Company" or
"Tanner's") dismissed Porter Keadle Moore, LLP ("PKM"), as its independent
accountants effective immediately. PKM had completed all activities related to
the Company's 1999 fiscal year audit. Management dismissed this firm in order to
hire a new firm that is located closer to the Company's new executive offices
and that has extensive experience with companies in the Company's industry.
(ii) The reports of PKM on the Company's consolidated balance sheets as of
December 26, 1999 and December 27, 1998, and the related consolidated statements
of operations, stockholders' equity, and cash flows for the years ended December
26, 1999 and December 27, 1998, did not contain an adverse opinion or disclaimer
of opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) The decision to terminate PKM was approved by the board of directors,
who also expressed appreciation for the work performed by PKM.
(iv) During the two most recent fiscal years and the interim period
subsequent to December 26, 1999 through June 16, 2000, there were no
disagreements with PKM on any matter of accounting practices or principles,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of PKM, would have caused
them to make reference thereto in their report on the financial statements for
such periods.
(v) During the two most recent fiscal years and the interim period
subsequent to December 26, 1999 through June 16, 2000, none of the events
described in Regulation S-K Item 304(a)(1)(v) occurred.
(vi) On June 20, 2000, the Company delivered a copy of the disclosures
which it proposed to make in Item 4 in this Form 8-K, and requested that PKM
furnish it with a letter addressed to the Securities and Exchange Commission
stating whether or not PKM agreed with such disclosures. A copy of such letter
dated June 20, 2000 indicating such agreement is filed as an exhibit to this
Form 8-K.
(b) New Independent Accountants
(i) On June 16, 2000, the Company engaged the firm of Feldman Sherb
Horowitz & Co., P.C. ("FSH") as independent accountants for the Company's fiscal
year ending December 31, 2000. The Company's Board of Directors approved the
selection of FSH as independent accountants.
(ii) During the two most recent fiscal years and the interim period
subsequent to December 26, 1999 through June 16, 2000, the Company has not
consulted with FSH with respect to (1) the application of accounting principles
to a specified transaction, either completed or proposed; or the type of audit
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opinion that might be rendered on the Company's financial statements; or (2) on
any matter that was either the subject of a disagreement (as defined in Item 304
(a)(1)(iv) of Regulation S-K) or a reportable event (as described in Item
304(a)(1)(v) of Regulation S-K).
Item 7. Exhibits
(a) Exhibits
Exhibit No. Description
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16.1 Letter of Porter Keadle Moore, LLP dated June 20, 2000
Regarding Change in Certifying Accountant
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
TANNER'S RESTAURANT GROUP, INC.
Dated: June 22, 2000 By: /s/ Lawrence Shatsoff
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Lawrence Shatsoff, President
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter of Porter Keadle Moore, LLP dated June 20, 2000
Regarding Change in Certifying Accountant
