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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
April 17, 1997
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Date of Report (Date as of earliest event reported)
KinderCare Learning Centers, Inc.
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(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Delaware 0-17098 63-0941966
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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2400 Presidents Drive
Montgomery, Alabama 36116
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(Address of principal executive offices)
(334) 277-5090
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(Registrant's telephone number, including area code)
N/A
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(Former name or former address, if changed since last report)
Page 1 of 5 Pages
Exhibit Index begins
on Page 4
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Item 4. Change In Registrant's Certifying Accountant
On April 14, 1997, the Company engaged Deloitte & Touche LLP as
independent accountants to audit the Company's financial statements for the
fiscal year ending May 30, 1997 and elected not to renew the engagement of the
Company's previous accountants, KPMG Peat Marwick LLP. The decision was
approved by the Company's Board of Directors.
In connection with the audits of the fiscal years ended June 2, 1995
and May 31, 1996, and for all subsequent periods through April 14, 1997, there
were no disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their opinion to the
subject matter of the disagreement. No adverse opinions or disclaimers of
opinions were given by KPMG Peat Marwick LLP during the fiscal years ended
June 2, 1995 and May 31, 1996, and for all subsequent periods through April 14,
1997, nor were any of their opinions qualified or modified as to uncertainty,
audit scope, or accounting principle during the time KPMG Peat Marwick LLP was
engaged.
The Company has requested that KPMG Peat Marwick LLP furnish it with
a letter addressed to the SEC stating whether or not it agrees with the above
statements. A copy of such letter, dated April 17, 1997, is filed as Exhibit
16 to this form 8-K.
The Company engaged Deloitte & Touche LLP as its new independent
accountants and tax advisors as of April 14, 1997. During the two most recent
years and through April 14, 1997, the Company has not consulted with Deloitte &
Touche LLP on items which (1) were or should have been subject to SAS 50 or (2)
concern 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 Statement and Exhibits
(c) Exhibits
Reference is made to the Exhibit Index annexed hereto and made a part
hereof.
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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.
KINDERCARE LEARNING CENTERS, INC.
Date: April 18, 1997 By: /s/ DAVID J. JOHNSON
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David J. Johnson
Chairman of the Board of Directors
& Chief Executive Officer
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EXHIBIT INDEX
Exhibit Number Description
16 Letter from KPMG Peat Marwick LLP
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EXHIBIT 16
[KPMG PEAT MARWICK LLP LETTERHEAD]
April 17, 1997
Security and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for KinderCare Learning Centers, Inc.
and, under the date of August 9, 1996, we reported on the consolidated financial
statements of KinderCare Learning Centers, Inc. and subsidiaries as of and for
the years ended May 31, 1996 and June 2, 1995. On April 14, 1997, our
appointment as principal accountants was terminated. We have read KinderCare
Learning Centers, Inc.'s statements included under Item 4 of its Form 8-K dated
April 17, 1997, and we agree with such statements, except that we are not in a
position to agree or disagree with KinderCare Learning Centers, Inc.'s
statement that Deloitte & Touche LLP was not consulted on items which (1) were
or should have been subject to the SAS 50 or (2) concern the subject matter of
a disagreement or reportable event with the former auditor (as described in
Regulation S-K, Item 304(a)(2)).
/s/ KPMG Peat Marwick LLP
