SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
--------------------
FORM 8-K-A
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 5, 1998
The Millbrook Press Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
DELAWARE 1-12555 06-1390025
- --------------------------------------------------------------------------------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
2 OLD NEW MILFORD ROAD, BROOKFIELD, CONNECTICUT 06804
- --------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone number, including area code: (203) 740-2220
N/A
- --------------------------------------------------------------------------------
(Former name or former address, if changed since last report.)
<PAGE>
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
---------------------------------------------
On May 5, 1998, the Audit Committee of the Board of Directors of the
Registrant dismissed KPMG Peat Marwick LLP ("Peat Marwick") as independent
accountants to the Registrant and appointed Arthur Andersen LLP as the new
independent accountants to the Registrant. Peat Marwick's accountant's report on
the financial statements of the Registrant for the past two years and any
subsequent interim period through the date of dismissal did not contain an
adverse opinion or a disclaimer of opinion and was not qualified or modified as
to uncertainty, audit scope, or accounting principles. There were no other
reportable events or disagreements with Peat Marwick to report in response to
Item 304(a) of Regulation S-B.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
---------------------------------
Exhibit 16 - Letter, dated May 11, 1998 from KPMG Peat Marwick LLP to
the Securities and Exchange Commission.
-2-
<PAGE>
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.
THE MILLBROOK PRESS INC.
Dated: May 11, 1998 By: /S/ Satish Dua
-----------------------------------
Vice President, Secretary and Chief
Financial Officer
-3-
KPMG PEAT MARWICK LLP
CERTIFIED PUBLIC ACCOUNTANTS
EXHIBIT 16
May 11, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Re: THE MILLBROOK PRESS INC. (THE "COMPANY")
----------------------------------------
Gentlemen:
We were previously principal accountants for The Millbrook Press Inc.
and, under the date of October 3, 1997, we reported on the financial statements
of The Millbrook Press Inc. as of and for the years ended July 31, 1997 and
1996. On May 5, 1998, our appointment as principal accountants was terminated.
We have read The Millbrook Press Inc.'s statements included under Item 4 of its
Form 8-K dated May 11, 1998, and we agree with such statements, except that we
are not in a position to agree or disagree with The Millbrook Press Inc.'s
statement that the audit committee of the board of directors dismissed KPMG Peat
Marwick LLP as independent accountants and appointed Arthur Andersen LLP as the
new independent accountants.
Very truly yours,
/S/ KPMG PEAT MARWICK LLP
KPMG PEAT MARWICK LLP
-4-
