UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
Amendment No. 1
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): May 1, 2003
RIDGEWOOD HOTELS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 0-14019 58-1656330
(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
100 Rue Charlemagne Braselton, Georgia 30517
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code:(678) 425-0900
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
This Current Report on Form 8-K/A amends and restates in its entirety Item
4 of the Current Report on Form 8-K filed by Ridgewood Hotels, Inc., a Delaware
corporation (the "Company"), on May 8, 2003. Additionally, this Current Report
on Form 8-K/A provides disclosure under Item 7.
Item 4. Changes in the Registrant's Certifying Accountant.
On May 1, 2003, Deloitte & Touche LLP resigned as the Company's
independent auditors. Deloitte & Touche LLP had served as the Company's
independent auditor since June 2002.
The report of Deloitte & Touche LLP on the Company's financial statements
for the year ended March 31, 2002, contained no adverse opinion or disclaimer of
opinion and was not qualified or modified as to uncertainty, audit scope or
accounting principles; however, such report did contain an explanatory paragraph
regarding the Company's ability to continue as a going concern. In connection
with Deloitte & Touche LLP's audit for the year ended March 31, 2002, and
through May 1, 2003, there have been no disagreements with Deloitte & Touche LLP
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements, if not
resolved to the satisfaction of Deloitte & Touche LLP, would have caused it to
make reference thereto in its report on the Company's financial statements for
such periods.
In connection with Deloitte & Touche LLP's audit for the year ended March
31, 2002, and through May 1, 2003, there have been no reportable events of the
kind listed in Item 304 of Regulation S-K except as follows: Deloitte & Touche
LLP advised the Audit Committee of the Company's Board of Directors that, in
connection with the audit of the Company's financial statements for the year
ended March 31, 2002, Deloitte & Touche LLP encountered certain difficulties due
to the disaggregation of duties over the accounting records of the Company and
the apparent inadequate review of the books and records by management or their
designee. Subsequent to the completion of the audit, the Company has centralized
its accounting duties, including duties relating to the review of its books and
records. In addition, Deloitte & Touche LLP advised the Audit Committee that
Deloitte & Touche LLP had identified accounting adjustments, certain of which
were material, during the audit. The Company recorded the adjustments which
Deloitte & Touche LLP identified prior to Deloitte & Touche LLP issuing their
report on the Company's audited financial statements for the year ended March
31, 2002. These issues were discussed by the Audit Committee of the Company's
Board of Directors with Deloitte & Touche LLP. The Company has authorized
Deloitte & Touche LLP to fully respond to inquiries from the successor
accountant with respect to the subject matter set forth in Deloitte & Touche
LLP's August 13, 2002 letter.
The Company has sent a copy of this Current Report to Deloitte & Touche
LLP. The Company has requested that Deloitte & Touche LLP furnish the Company
with a letter addressed to the Securities and Exchange Commission stating
whether Deloitte & Touche LLP agrees with the statements set forth in Item 4 of
this Current Report and, if not, stating the respects in which it does not
agree. A copy of such letter, dated May 19, 2003, is filed as Exhibit 16.1 to
this Current Report.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a)-(b) Financial Statements of Business Acquired and Pro Forma Financial
Information. None.
(c) Exhibits.
16.1 Letter from Deloitte & Touche LLP addressed to the Securities
and Exchange Commission
2
SIGNATURES
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 thereunto duly authorized.
RIDGEWOOD HOTELS, INC.
/s/ Henk Evers
-----------------------------------
By: Henk Evers
Its: President
Date: May 19, 2003
3
EXHIBIT INDEX
16.1 Letter from Deloitte & Touche LLP addressed to the Securities and Exchange
Commission
4