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 (Date of earliest event reported): March 6, 1997
PREMARK INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Delaware 1-9256 36-3461320
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
Incorporation)
1717 Deerfield Road, Deerfield, Illinois 60015
(Address of principal executive offices) (Zip Code)
(847) 405-6000
(Registrant's telephone number, including area code)
Item 4. Change in Registrant's Certifying Accountant
(a) Previous independent accountants
(i) On March 6, 1997, the Registrant, upon the approval
of the Audit and Corporate Responsibility Committee of its Board of
Directors, dismissed Price Waterhouse LLP as its independent
accountants.
(ii) For the Registrant's two most recently completed
fiscal years ended December 28, 1996 and December 30, 1995 the
reports of Price Waterhouse LLP on the financial statements did not
contain an adverse opinion or disclaimer of opinion nor were the
reports qualified or modified as to uncertainty, audit scope or
accounting principles.
(iii) During the two most recently completed fiscal
years and through March 6, 1997, there were no disagreements with
Price Waterhouse 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 Price Waterhouse LLP would have caused them to make reference
thereto in their report on the financial statements for such years.
(iv) The Registrant requested that Price Waterhouse LLP
furnish it with a letter addressed to the Securities and Exchange
Commission stating whether or not Price Waterhouse LLP agrees with
the above statements, which letter is attached as Exhibit 16.
(b) New independent accountants
(i) On March 6, 1997, upon the recommendation of its
Audit and Corporate Responsibility Committee, the Board of Directors
of Registrant appointed Ernst & Young LLP as independent auditors of
the Company for the fiscal year ending December 27, 1997. During
the two most recent fiscal years and through March 6, 1997, the
Registrant has not consulted with Ernst & Young LLP on items which
(1) were or should have been subject to SAS 50 or (2) concerned the
subject matter of a disagreement or reportable event with the former
auditor (as described in Regulation S-K Item 304(a) (2)).
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Number Exhibit
16 Letter of Price Waterhouse LLP
regarding change in certifying
accountant
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 hereto duly authorized.
Date: March 6, 1997 PREMARK INTERNATIONAL, INC.
By /s/ JOHN M. COSTIGAN
Name: John M. Costigan
Title: Senior Vice President,
General Counsel and
Secretary
INDEX TO EXHIBITS
Index
Number Exhibit Description Page
16 Letter from Price Waterhouse LLP to
the Securities and Exchange Commission,
dated March 6, 1997, regarding its
agreement with the statements made in
paragraph 4(a) of the Current Report on
Form 8-K.
March 6, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
Premark International, Inc.
We have read Item 4 of Premark International, Inc.'s Form 8-K dated March
6, 1997 and are in agreement with the statements contained in paragraph
4(a) therein.
Very truly yours,
/s/ PRICE WATERHOUSE LLP
Price Waterhouse LLP
