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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
June 30, 1997
Date of Report (Date of earliest event reported)
KINDERCARE LEARNING CENTERS, INC.
SAVINGS AND INVESTMENT PLAN
(exact name of Registrant as specified in its charter)
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<CAPTION>
<S> <C> <C>
DELAWARE 0-17098 43-0841966
(State or other jurisdiction (Commission File No.) (I.R.S. Employer
of Incorporation) Identification No.)
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2400 PRESIDENTS DRIVE
MONTGOMERY, ALABAMA 36116
(Address of principal executive offices)
(334) 277-5090
(Registrant's telephone number, including area code)
N/A
(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 ACCOUNTANTS
On June 30, 1997, KinderCare Learning Centers, Inc. engaged
Deloitte & Touche LLP as independent accountants to audit the financial
statements of the KinderCare Learning Centers, Inc. Savings and Investment Plan
(the "Plan") for the fiscal year ended December 31, 1996 and elected not to
renew the engagement of the Plan's previous accountants, KPMG Peat Marwick LLP.
The decision was approved by the Plan Administrator.
In connection with the audits of the fiscal years ended
December 31, 1995 and 1994, and for all subsequent periods through June 30,
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. The audit report of KPMG Peat Marwick LLP
on the financial statements of the Plan as of and for the years ended December
31, 1995 and 1994 did not contain any adverse opinions or disclaimers of
opinions, nor were they qualified or modified as to uncertainty, audit scope,
or accounting principle.
The Plan 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 July 7, 1997, is filed as
Exhibit 16 to this Form 8-K.
The Company engaged Deloitte & Touche LLP the Plan's new
independent accountants and tax advisors as of June 30, 1997. During the two
most recent years and through June 30, 1997, the Plan 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)).
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ITEM 7. FINANCIAL STATEMENT AND EXHIBITS
(C) Exhibits
Reference is made to the Exhibit Index annexed hereto and made
a part hereof.
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.
SAVINGS AND INVESTMENT PLAN
Date: July 7, 1997
By: KINDERCARE LEARNING CENTERS, INC.
By: /s/ William E. Bailey
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Title: Vice President/Controller
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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]
July 7, 1997
Security and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for KinderCare Learning Centers, Inc.
Savings and Investment Plan and, under the date of June 25, 1996, we
reported on the financial statements of the KinderCare Learning
Centers, Inc. Savings and Investment Plan as of and for the years ended
December 31, 1995 and 1994. On June 30, 1997, our appointment as principal
accountants was terminated. We have read KinderCare Learning Centers, Inc.
Savings and Investment Plan's statements included under Item 4 of its Form 8-K
dated June 30, 1997, and we agree with such statements, except that we are not
in a position to agree or disagree with KinderCare Learning Centers, Inc.
Savings and Investment Plan's statement that Deloitte & Touche LLP was not
consulted with respect to the Plan 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 auditors (as described in Regulation S-K, Item
304(a)(2)).
Very truly yours,
/s/ KPMG PEAT MARWICK LLP
