UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: July 28, 1999
NPC INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Kansas 1-13007 48-0817298
(State of (Commission (IRS Employer
incorporation) Identification Number) Identification No.)
720 West 20th Street Pittsburg, Kansas 66762
(Address of principal (Zip Code)
executive offices)
Registrant's telephone number, including area code (316) 231-3390
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
Effective July 27, 1998, NPC International, Inc. (the
"Company") engaged PricewaterhouseCoopers LLP as the Company's
independent accountants to audit the financial statements for the
fiscal year ending March 30, 1999. PricewaterhouseCoopers LLP
completed its engagement and provided the Company with its
unqualified audit report dated May 4, 1999 for such fiscal year
which contained no adverse opinion or disclaimer of opinion and
was not qualified or modified as to uncertainty, audit scope or
accounting principles. Furthermore, during the term of the audit
engagement there were no disagreements which if not resolved to
the satisfaction of PricewaterhouseCoopers LLP, would have
caused it to make reference to the subject matter of the disagreement
in connection with its report. Subsequent to the completion of the
engagement, the Audit Committee of the Board of Directors commenced the
process of considering the appointment of independent accountants for the
Company's fiscal year ending March 28, 2000. As part of this process,
through a series of meetings beginning in May 1999, the Audit Committee
reviewed with PricewaterhouseCoopers LLP what the Audit Committee
considered to be unacceptable service levels and relationship
issues. In a meeting held on July 23, 1999, between the Audit
Committee and representatives of PricewaterhouseCoopers LLP, the
Audit Committee stated its willingness to continue the
auditor-client relationship with PricewaterhouseCoopers LLP subject to
the Audit Committee's request that PricewaterhouseCoopers LLP provide
an alternative engagement partner. <PAGE>Despite the efforts of the
Audit Committee, PricewaterhouseCoopers LLP did not respond to such
request and on July 28, 1999 notified the Company that it had
resigned and "ceased the auditor-client relationship" as of that
date (a copy of such notice is attached as Exhibit 99.1). The
Company notes that a resignation in these circumstances is
inappropriate because PricewaterhouseCoopers LLP has not been
engaged for the fiscal year ending March 30, 2000.
As a result of PricewaterhouseCoopers LLP's action, the
Audit Committee immediately commenced a search for a new
independent accounting firm for fiscal year 2000. The Company has
narrowed its selection of a new independent auditing firm to two of
the other "Big Five" accounting firms and plans to make its
selection within the next week.
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 above statements.
PricewaterhouseCoopers LLP's letter will be filed with the
Securities and Exchange Commission within two days after such
letters receipt.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Financial statements of business acquired.
Not applicable.
(b) Pro forma financial information.
Not applicable.
(c) Exhibits
99.1 Letter of PricewaterhouseCoopers LLP dated
July 28, 1999.
99.2 Letter of NPC International, Inc. dated
July 28, 1999.
<PAGE>
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.
Date: August 4, 1999 By: /s/ Troy Cook
Name: Troy Cook
Title: Chief Financial Officer
EXHIBIT 99.1
July 28, 1999
Mr. Rick Thode
PricewaterhouseCoopers
1055 Broadway, 10th Floor
Kansas City, MO 64105
Dear Rick:
Over these past few months NPC International, Inc. ("the
Company"), through its audit committee, has attempted to work
toward a resolution of the unsatisfactory working relationship
and service issues that we experienced during our fiscal 1999
audit. In an attempt to proactively resolve this matter we have
requested a change in the engagement partner as a condition to
considering PricewaterhouseCoopers ("PWC") as a candidate to
conduct the audit of the Company's financial statements for the
current fiscal year ("the fiscal year 2000 audit"). We expressed
to PWC earlier our desire to replace the engagement partner as a
significant consideration in the Audit Committee's determination
as to whether PWC would be engaged to perform the fiscal year
2000 audit.
In view of PWC's unwillingness to assign a new engagement
partner, which was recently communicated to us, it is our
understanding that we are in mutual agreement that the Company
should commence a search for a new public accounting firm to
perform the fiscal year 2000 audit.
Sincerely,
Fran D. Jabara
Chairman of the Audit committee
FDJ:lal
cc: Bob Cressler
<PAGE>
Bill Freeman
John Granda
EXHIBIT 99.2
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
