SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 16, 1999
NPC INTERNATIONAL, INC.
(Exact name of registrant is specified in its charter)
Kansas
(State of Incorporation)
0-13007 48-0817298
(Commission Identification No.) (IRS Employer Identification No.)
720 West 20th Street, Pittsburg, Kansas 66762
(Address of principal executive office Zip Code)
Registrant's telephone number: (316/231-3390)
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective August 16, 1999, the Audit Committee of the
Company's Board of Directors appointed KPMG LLP as independent
accountants of the Company for the fiscal year ending March 28,
2000. The selection of KPMG LLP to perform the fiscal 2000 audit
completes the annual appointment process as conducted by the Audit
Committee. As part of the appointment process for fiscal 2000, the
Audit Committee communicated to PricewaterhouseCoopers LLP that it
planned to continue the relationship with PricewaterhouseCoopers
LLP, subject to PricewaterhouseCoopers LLP changing the
composition of the engagement team. PricewaterhouseCoopers LLP
responded to the Committee's request, by notifying the Company on
July 28, 1999 that it had resigned and confirmed in writing that
the client-auditor relationship had ceased (attached Exhibit 99).
In the Company's opinion, resignation in these circumstances is
inappropriate because PricewaterhouseCoopers LLP had not been
engaged for the fiscal year ending March 28, 2000.
PricewaterhouseCoopers LLP's report on the Company's
financial statements for the fiscal year ended March 30, 1999,
contained no adverse opinion or disclaimer of opinion and was not
qualified or modified as to uncertainty, audit scope or accounting
principles. The fiscal year ended March 30, 1999 is the only
fiscal year for which PricewaterhouseCoopers LLP provided a report
on the Company's financial statements.
During the fiscal year ended March 30, 1999, and during
any subsequent interim periods through July 28, 1999, there were
no disagreements with PricewaterhouseCoopers LLP on any matter of
accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements,
if not resolved to the satisfaction of PricewaterhouseCoopers LLP,
would have caused it to make a reference to the subject matter of
the disagreements in connection with its report.
During the fiscal year ended March 30, 1999, and during any
subsequent interim periods through July 28, 1999, there were no
reportable events (as defined in Securities and Exchange
Commission Regulations S-K Item 304(a)(1)(v)).
The Company requested PricewaterhouseCoopers LLP to furnish
a letter addressed to the Securities and Exchange Commission
stating whether it agrees with the statements made in the filings.
PricewaterhouseCoopers LLP's letter dated August 18, 1999, is
filed as Exhibit 16 to this Form 8-K/A.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a.) Financial statements of business acquired.
Not applicable.
(b.) Pro forma financial information
Not applicable.
(c.) Exhibits
Exhibit 16 -- Letter from PricewaterhouseCoopers LLP
dated August 18, 1999.
Exhibit 99 -- Letter from PricewaterhouseCoopers LLP
dated July 28, 1999.
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.
NPC INTERNATIONAL, INC.
DATED: August 18, 1999
By
Troy D. Cook
Senior Vice President
Finance
Chief Financial Officer
Principal Financial
Officer
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
16 Letter from PricewaterhouseCoopers LLP dated August 18,
1999.
99 Letter from PricewaterhouseCoopers LLP dated July 28, 1999.
EXHIBIT 16
August 18, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Commissioners:
We have read the statements in Form 8-K/A dated August 16, 1999,
made by NPC International, Inc. (copy attached), which we
understand will be filed with the commission, pursuant to Item 4
of Form 8-K as part of the Company's Form 8-K report dated July
28, 1999. We agree with the statements concerning our Firm in such
Form 8-K/A. However, we make no comment as to the Company's
opinion as expressed in the final sentence of the first paragraph.
Very truly yours,
PricewaterhouseCoopers, LLP
EXHIBIT 99
July 28, 1999
Mr. Troy D. Cook
Chief Financial Officer
NPC International, Inc.
720 W. 20th St.
Pittsburg, KS 66762
Dear Mr. Cook:
This is to confirm that the client-auditor relationship between
NPC International, Inc. (Commission File Number 0-13007) and
PricewaterhouseCoopers LLP has ceased.
Yours very truly,
PricewaterhouseCoopers LLP
cc: Chief Accountant
SECPS Letter File, Mail Stop 11-3
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
