SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
F O R M 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report
February 21, 1997
Commission file number 1-9913
Kinetic Concepts, Inc.
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(Exact name of registrant as specified in its charter)
Texas 74-1891727
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(State of Incorporation) (I.R.S. Employer Identification No.)
8023 Vantage Drive
San Antonio, Texas 78230 (210) 524-9000
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(Address of principal executive (Registrant's phone number)
offices and zip code)
Item 4. Changes in Registrant's Certifying Accountant.
On February 18, 1997, the Board of Directors of Kinetic
Concepts, Inc. (the "Company"), upon the recommendation of the
Audit Committee, voted to engage the accounting firm of Ernst &
Young LLP as the Company's certifying accountant for the year
ending December 31, 1997. The Company's previous certifying
accountant, KPMG Peat Marwick LLP, was notified on February 21,
1997 that it is being dismissed effective upon the completion and
filing of the Company's 1996 Annual Report on Form 10-K. On
February 24, 1997, the Company notified Ernst & Young LLP that it
would be engaged as the Company's certifying accountant for the
current fiscal year.
The reports of KPMG Peat Marwick LLP on the Company's
financial statements for the two fiscal years ended December 31,
1994 and 1995 did not contain an adverse opinion or disclaimer of
opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles. The report on the
Company's 1996 financial statements has not yet been delivered by
KPMG Peat Marwick LLP.
In connection with the audits of the Company's financial
statements for each of the two fiscal years ended December 31,
1994 and 1995, and in the subsequent interim period through
February 21, 1997, there were no disagreements with KPMG Peat
Marwick LLP on any matters of accounting principles, financial
statement disclosure or audit scope and procedures which, if not
resolved to the satisfaction of KPMG Peat Marwick LLP would have
caused the firm to make reference to the matter in their report.
The change in certifying accountant came as the conclusion
to a Request for Proposal issued by the Company in 1996. The
newly engaged firm, Ernst & Young LLP, has been providing
property and income tax planning services to the Company since
1995.
The Company has requested KPMG Peat Marwick LLP to furnish a
letter addressed to the Commission stating whether it agrees with
the above statements. A copy of the letter is attached as
Exhibit 16 to this report.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16 . Letter from KPMG Peat Marwick LLP to Securities
and Exchange Commission regarding agreement with
statements made by Registrant under Item 4 of its
Form 8-K dated February 25, 1997.
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.
KINETIC CONCEPTS, INC.
(REGISTRANT)
By:/s/ BIANCA A. RHODES
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Bianca A. Rhodes, Sr. Vice-President
and Chief Financial Officer
Date: February 25, 1997
February 25, 1997
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We are currently principal accountants of Kinetic Concepts,
Inc. and subsidiaries, and, under the date February 6, 1996,
we reported on the consolidated financial statements of
Kinetic Concepts, Inc. and subsidiaries as of and for the
years ended December 31, 1995 and 1994. On February 21,
1997, we were notified that our appointment as principal
accountants will terminate upon the completion of our audit
of the consolidated financial statements of the Company as
of and for the year ended December 31, 1996 and the issuance
of our report thereon. We have read Kinetic Concepts, Inc.
statements included under Item 4 of its Form 8-K dated
February 25, 1997, and we agree with such statements, except
that we are not in position to agree or disagree with
Kinetic Concepts, Inc.'s statements in paragraph one other
than the date we were notified of our termination or any of
the statements in paragraph four.
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
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KPMG Peat Marwick LLP
