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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Current Report Pursuant to Section 13 or 15(d) of
The Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 3, 1996
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DISCOVERY ZONE, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 0-21854 36-3877601
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(State or other jurisdiction (Commission File (IRS Employer
of incorporation or Number) Identification No.)
organization)
ONE CORPORATE PLAZA
110 EAST BROWARD BOULEVARD
FORT LAUDERDALE, FLORIDA 33301
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (305) 627-2400
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Page 1 of 6 -- Exhibit Index appears on Page 4
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Item 4. Changes in Registrant's Certifying Accountant.
a. On June 3, 1996, Discovery Zone, Inc. (the "Registrant") was
informed by its independent accountants, Price Waterhouse LLP ("PW"), that PW
declined to stand for re-election as the Registrant's independent accountants
for the year ending December 31, 1996. The Board of Directors of the
Registrant did not recommend or approve the change in independent accountants.
On June 5, 1996, the Registrant's Board of Directors authorized the engagement
of Coopers & Lybrand LLP ("Coopers") to act as the Registrant's independent
accountants for the year ending December 31, 1996. Coopers had previously been
retained by the Registrant to provide it with financial advice in formulating a
restructuring plan. Coopers retention must be approved by the United States
Bankruptcy Court for the District of Delaware. As previously disclosed by the
Registrant in a Current Report of Form 8-K dated August 15, 1995, (the "1995
Form 8-K"), the Registrant informed its prior independent accountants, Arthur
Andersen LLP ("Andersen"), of their dismissal as the Registrant's independent
accountants effective as of August 17, 1995.
b. The report of PW on the Registrant's financial statements for the
preceding fiscal year (the only period during which PW reported on the
Registrant's financial statements) did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or modified as to audit scope or
accounting principles, but was qualified by a statement by PW that the
Registrant's increasing operating cash flow losses, its default under certain
indebtedness and its filing of a voluntary petition for relief under Chapter 11
of the United States Bankruptcy Code on March 25, 1996, raised substantial
doubt about the Registrant's ability to continue as a going concern.
c. As previously reported in the 1995 Form 8-K, in connection with its
audit for the year ended December 31, 1994 and through August 17, 1995, there
have been no disagreements with Andersen on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure
("Accounting Matters") which disagreements, if not resolved to the satisfaction
of Andersen, would have caused them to make reference thereto in the financial
statements for such year. In addition, for the same period, there were no
"reportable events" as that term is described in Item 304(a)(1)(v) of
Regulation S-K.
d. In connection with its audit for the year ended December 31, 1995
and through June 3, 1996, there have been no disagreements with PW on any
Accounting Matters, which disagreements if not resolved to the satisfaction of
PW would have caused them to make reference thereto in their report on the
financial statements for such year. In addition, for the same period, there
were no "reportable events" as that term is described in Item 304(a)(1)(v) of
Regulation S-K.
e. In addition, during the two most recent years and through June 3,
1996, neither the Registrant nor anyone acting on its behalf has consulted
Coopers regarding (i) either: the application of accounting principles to a
specified transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial statements, and
either a written report was provided to the Registrant or oral advice was
provided that Coopers concluded was an important factor considered by the
Registrant in reaching a decision as to the accounting, auditing or financial
reporting issue; (ii) any matter that was either the subject of a disagreement
(as defined in paragraph 304(a)(1)(iv) of Regulation S-K) or a "reportable
event."
Item 7. Financial Statements and Exhibits.
The Exhibits to this report are listed in the Exhibit Index set forth
elsewhere herein.
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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.
DISCOVERY ZONE, INC.
By: /s/ David A. Barclay
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David A. Barclay
Vice President and General Counsel
Date: June 11, 1996
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DISCOVERY ZONE, INC.
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number and
Description of Exhibit
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<S> <C>
1. None
2. None
4. None
16.1 Letter from Arthur Andersen LLP (incorporated by reference from
Exhibit 16.1 to the Registrant's Current Report on Form 8-K
dated August 15, 1995)
16.2 Letter from Price Waterhouse LLP
17. None
20. None
23. None
24. None
27. None
</TABLE>
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EXHIBIT 16.2
5
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PRICE WATERHOUSE LLP
June 10, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Ladies and Gentlemen:
DISCOVERY ZONE, INC.
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We have read item 4 of Discovery Zone, Inc.'s Form 8-K dated June 3, 1996 and
are in agreement with the statements contained in the first sentence of
paragraph 4(a), paragraph 4(b), and paragraph 4(d) therein.
Yours very truly,
/s/ Price Waterhouse LLP
Price Waterhouse LLP
