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)
April 30, 2002
Choice Hotels International, Inc.
---------------------------------
(Exact name of registrant as specified in its charter)
Delaware 52-1209792
-------- ----------
(State or other jurisdiction (IRS Employer Identification No.)
of incorporation)
10770 Columbia Pike, Silver Spring, Maryland 60563
- -------------------------------------------- -----
(Address of principal executive offices) (Zip code)
Registrant's telephone number,
including area code (301)592-5000
-------------
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
On April 30, 2002, Choice Hotels International, Inc. (the "Company")
decided to sever its relationship with Arthur Andersen LLP ("Andersen"), its
independent public accountant, and chose to engage PriceWaterhouseCoopers LLP
("PWC") as its new independent public accountant for 2002. The Audit Committee
of the Company's Board of Directors recommended to the Board of Directors that
it select PWC as the Company's new public accountant.
Andersen's reports on the Company's consolidated financial statements
for the past two fiscal years did not contain an adverse opinion or disclaimer
of opinion, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principles.
Additionally, during the Company's two most recent fiscal years and
through the date of this Form 8-K, there were no disagreements between the
Company and Andersen on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure which, if not
resolved to Andersen's satisfaction, would have caused Andersen to make
reference to the subject matter of the disagreement in connection with its
reports. Furthermore, there were no reportable events, as listed in Item
304(a)(1)(v) of Regulation S-K.
The Company Provided Andersen with a copy of the foregoing disclosures.
A letter from Andersen, attached as Exhibit 16.1 hereto, indicates Andersen's
concurrence with the foregoing disclosures.
During the Company's two most recent fiscal years and through the date
of this Form 8-K, the Company did not consult with PWC with respect to any of
the matters of events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.
Item 5. OTHER EVENTS
The Company announced that its Board of Directors appointed Ervin R.
Shames to fill an unexpired term as a Class II director. Mr. Shames is currently
a visiting lecturer in marketing at the University Virginia's Darden Graduate
School of Business. Mr. Shames also serves on the board of directors of the
Select Comfort Corporation and Online Resources, Inc. -
2
Item 7. Financial Statements and Exhibits
- ------ ---------------------------------
(c) Exhibits
--------
16.1 Letter of Arthur Andersen LLP to the Securities and Exchange
Commission regarding change of independent public accountant
99.1 Press Release dated April 30, 2002 regarding change of independent
public accountant
99.2 Press Release dated April 30, 2002 regarding appointment to the Board
of Directors
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
CHOICE HOTELS INTERNATIONAL, INC.
(Registrant)
By: /s/ Joseph M. Squeri
--------------------
Name: Joseph M. Squeri
Title: Senior Vice President &
Chief Financial Officer & Treasurer
Date: May 3, 2002
3
EXHIBIT INDEX
Exhibit Description
Number -----------
- -------
16.1 Letter of Arthur Andersen LLP to the Securities and Exchange
Commission regarding change of independent public accountant
99.1 Press Release dated April 30, 2002 regarding change of independent
public accountant
99.2 Press Release dated April 30, 2002 regarding appointment to the
Board of Directors
4