SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
______________
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
July 29, 2004 (July 23, 2004)
Date of Report (Date of earliest event reported)
REDHOOK ALE BREWERY, INCORPORATED
(Exact Name of Registrant as Specified in Charter)
Washington 0-26542 91-1141254
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) file number) Identification No.)
14300 NE 145th Street, Suite 210
Woodinville, Washington 98072
(Address of Principal Executive Offices, Zip Code)
(425) 483-3232
(Registrant's Telephone Number, Including Area Code)
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Item 4. Changes in Registrant's Certifying Accountants
On July 23, 2004, Ernst & Young LLP ("E&Y") informed Redhook Ale Brewery,
Incorporated (the "Company") that E&Y would resign as the Company's independent
registered public accounting firm following completion of services related to
the review of the interim financial statements of the Company for the quarter
ended June 30, 2004. The Company is currently in the process of selecting a new
independent registered public accounting firm for its fiscal year ending
December 31, 2004.
The reports of Ernst & Young LLP on the Company's financial statements for the
past two fiscal years did not contain an adverse opinion or a disclaimer of
opinion and were not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that the report for the year ended December 31,
2003 expressed substantial doubt regarding the Company's ability to continue as
a going concern if the Company's distribution agreement with Anheuser-Busch,
which was subject to early termination in 2004, was terminated. The termination
of the distribution agreement would have caused an event of default under the
Company's bank credit agreement and would have required the Company to redeem
the Series B Preferred Stock on December 31, 2004. As reported in the Company's
current report on Form 8-K filed on July 2, 2004, the Company and Anheuser-Busch
have entered into a new distribution agreement which will expire on December 31,
2024, subject to the one-time right of Anheuser-Busch to terminate the
distribution agreement on December 31, 2014.
In connection with the audits of the Company's financial statements for each of
the two fiscal years ended December 31, 2003 and 2002, and in the subsequent
interim periods, there were no disagreements with E&Y on any matters of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to the satisfaction of E&Y would have
caused E&Y to make reference to the subject matter of the disagreement in their
report. There were no "reportable events" as that term is described in Item
304(a)(1)(v) of Regulation S-K. The Company has requested E&Y to furnish it a
letter addressed to the Commission stating whether it agrees with the above
statements. A copy of that letter, dated July 29, 2004, is filed as Exhibit 16.1
to this Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits.
The following exhibit is filed pursuant to Item 4 hereof:
Exhibit No. Exhibit
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16.1 Letter of Ernst & Young LLP dated July 29, 2004,
stating its agreement with the statements made in
this report.
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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.
REDHOOK ALE BREWERY,
INCORPORATED
Dated: July 29, 2004 By: /s/ DAVID J. MICKELSON
-------------------------------
David J. Mickelson
Executive Vice President,
Chief Financial Officer and
Chief Operating Officer
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EXHIBIT INDEX
Exhibit No. Exhibit
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16.1 Letter of Ernst & Young LLP dated July 29, 2004, stating its
agreement with the statements made in this report.
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