UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM 8-KA

 

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

Date of Report (Date of earliest event reported): March 14, 2005

 

The Boston Beer Company, Inc.

(Exact name of registrant as specified in its chapter)

 

Massachusetts

001-14092

04-3284048

(State or other jurisdiction

(Commission

(IRS Employer

of incorporation)

File Number)

Identification No.)

75 Arlington Street, Boston, MA

02116

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code (617) 368-5000

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2 below):

[   ]

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[   ]

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[   ]

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[   ]

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 4.01.   Changes in Registrant's Certifying Accountant.

 

      On March 14, 2005, the Audit Committee of the Board of Directors of The Boston Beer Company, Inc., (the "Company") unanimously voted to dismiss Deloitte & Touche, LLP ("Deloitte") as its independent public accountants, and to engage Ernst & Young LLP ("Ernst & Young") as its independent auditors to serve as its independent accountants to audit the Company's financial statements for the 2005 fiscal year. The Company notified Deloitte & Touche of its dismissal on March 15, 2005.

 

      Deloitte's reports on the Company's financial statements for each of the fiscal years ended December 25, 2004 and December 27, 2003 did not contain an adverse opinion, a disclaimer of opinion, or any qualifications or modifications as to uncertainty, audit scope or accounting principles. During the Company's fiscal years ended December 25, 2004 and December 27, 2003, and through the date of dismissal, there were no disagreements with Deloitte on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure which, if not resolved to the satisfaction of Deloitte, would have caused Deloitte to make reference to the subject matter of the disagreement in connection with its report.

 

      During the fiscal years ended December 25, 2004 and December 27, 2003 and through the date of dismissal, there have been no reportable events as defined in Item 304(a)(1)(v) of Regulation S-K promulgated by the Securities and Exchange Commission (the "Commission").

 

      The Company has not consulted with Ernst & Young during the fiscal years ended December 25, 2004 and December 27, 2003, nor during the subsequent period to the date of its engagement regarding either the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's financial statements.

 

      The Company provided Deloitte with a copy of this amended Form 8-K on March 28, 2005, and requested that Deloitte furnish it with a letter addressed to the Commission stating whether it agrees with the statements made by the Company in such Form 8-KA and, if not, stating the respects in which it does not agree. The letter of Deloitte addressed to the Commission is attached hereto as Exhibit 16.

 

Exhibit 16 - Letter of Deloitte & Touche, LLP to the Commission dated March 31, 2005.

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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.

 

The Boston Beer Company, Inc.

(Registrant)

Date: April 1, 2005

/S/ WILLIAM F. URICH


William F. Urich

Chief Financial Officer

(Signature)*

 

*Print name and title of the signing officer under his signature.

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EXHIBIT 16

 

March 31, 2005

 

Securities and Exchange Commission

Mail Stop 11-3

450 5th Street, N.W.

Washington, D.C. 20549

 

Dear Sirs/Madams:

 

We have read Item 4 of The Boston Beer Company, Inc.'s Form 8-KA dated March 14, 2005, and have the following comments:

 

1.

We agree with the statements made in the second sentence of the first paragraph, the second and third paragraphs and the first sentence of the fifth paragraph.

   

2.

We have no basis on which to agree or disagree with the statements made in the first sentence of the first paragraph, the fourth paragraph and the second sentence of the fifth paragraph.

   

Yours truly,

 

Deloitte & Touche LLP

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April 1, 2005

 

United States Securities and Exchange Commission

Attention: Robert F. Burnett, Staff Accountant

Washington, DC 20549

 

Re:

The Boston Beer Company, Inc.

Report on Form 8-K

File No. 001-14092

 

Dear Mr. Burnett:

 

This is in response to your letter of March 22, 2005 (received by us by fax on March 23, 2005) furnishing comments on the Form 8-K filed by The Boston Beer Company, Inc. (the "Company") on March 16, 2005.

 

Comment:

 
 

1.

We do not believe the statement that you voted to terminate Deloitte & Touche satisfies the requirement of Item 304(a)(1)(i) of Regulation S-K. Please revise to state you dismissed Deloitte & Touche, if true. Also, please revise the first paragraph to state the date you notified Deloitte & Touche of their dismissal.

     
   

The Company dismissed Deloitte & Touche. We believe the term "terminated the engagement of" means the same as the term "dismissed." Nevertheless, in the amended 8-K which accompanies this letter, we have changed the terminology to use the term "dismiss" rather than "terminate," and to indicate that Deloitte & Touche was notified of its dismissal on March 15, 2005.

     
 

2.

The disclosure in the second paragraph should cover Deloitte & Touche's reports for either of the past two years. As worded, it appears you are only disclosing information about Deloitte & Touche's most recent audit report. Please revise or advise.

     
   

We intended the disclosure in the second paragraph to cover each of the past two years. By way of clarification, we have revised the first sentence of paragraph 2

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United States Securities And Exchange Commission

April 1, 2005

Page 2

 
   

of the accompanying Form 8-K to speak in terms of "reports," and to insert the words "each of" before the words "the fiscal years."

     
 

The Company hereby acknowledges that:

     
 

*

the Company is responsible for the adequacy and accuracy of the disclosures in the filing;

     
 

*

Staff comments or changes to disclosure in response to Staff comments do not foreclose the Commission from taking any action with respect to the filing; and

     
 

*

the Company may not assert this action as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

     

We trust that the foregoing is responsive to your comments. Should you require further information, please let us know.

 

Very truly yours,

 

The Boston Beer Company, Inc.

 

By: /s/ William F. Urich

 


 

        William F. Urich

 

        Chief Financial Officer

 

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