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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 17, 1998
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SEALY CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Delaware 1-8738 36-3284147
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
520 Pike Street Seattle, Washington 98101
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(Adress of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (206) 625-1233
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(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On March 17, 1998, Sealy Corporation dismissed KPMG Peat Marwick LLP
as its independent accountants.
(ii) The reports of KPMG Peat Marwick LLP on the financial statements for
the past two fiscal years contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as to uncertainty, audit
scope or accounting principle.
(iii) The Registrant's Board of Directors, participated in and approved the
decision to change independent accountants.
(iv) In connection with its audits for the two most recent fiscal years and
through March 17, 1998, there have been no disagreements with KPMG
Peat Marwick LLP on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedures,
which disagreements if not resolved to the satisfaction of KPMG Peat
Marwick LLP would have caused them to make reference thereto in their
report on the financial statements for such periods.
(v) During the two most recent fiscal years and through March 17, 1998,
there have been no reportable events (as defined in Regulation S-K
Item 304(a)(l)(v)).
(vi) The Registrant has requested that KPMG Peat Marwick furnish it with a
letter addressed to the SEC stating whether or not it agrees with the
above statement. A copy of such letter, dated March 23, 1998, is filed
as Exhibit 16 to this Form 8-K.
(b) New independent accountants
(i) The Registrant engaged Price Waterhouse LLP as its new independent
accountants as of March 17, 1998. During the two most recent fiscal
years and through March 17, 1998, the Registrant has not consulted
Price Waterhouse LLP regarding either (i) 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 Registrant's
financial statements, and either a written report was provided to the
Registrant or oral advice was provided that Price Waterhouse LLP
concluded was an important factor considered by the Registrant in
reaching a decision as to the accounting, auditing, or financial
reporting issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(l)(iv) of
Regulation S-K and the related instructions to Item 304 of Regulation
S-K, or a reportable event, as that term is defined in Item
304(a)(l)(v) of Regulation S-K; or (iii) items which were or should
have been subject to SAS 50.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(C) Exhibits.
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Exhibits No.
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16 Letter from KPMG Peat Marwick LLP regarding
change in the Company's independent
accountants.
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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.
SEALY CORPORATION
By: /s/Kenneth L. Walker
_______________________________
Kenneth L. Walker
Vice President, General Counsel
and Secretary
Date: March 23, 1998
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Securities and Exchange Commission
Washington, D.C. 20549
March 23, 1998
Ladies and Gentlemen:
We were previously principal accountants for Sealy Corporation and subsidiaries
and, under the date of January 7, 1998, we reported on the consolidated
financial statements of Sealy Corporation and subsidiaries as of and for the
years ended November 30, 1997 and December 1, 1996. On March 17, 1998, our
appointment as principal accountants was terminated. We have read Sealy
Corporation's statements included under Item 4 of its Form 8-K dated March 23,
1998, and we agree with such statements, except that we are not in a position
to agree or disagree with Sealy Corporation's statement that the change was
approved by the registrant's board of directors or with respect to the
statements in Item 4(b).
very truly yours,
KPMG Peat Marwick LLP
