NUTRITION FOR LIFE INTERNATIONAL INC
8-K, 1996-04-15
DRUGS, PROPRIETARIES & DRUGGISTS' SUNDRIES
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<PAGE>
 
                       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)
                                 April 9, 1996



                    NUTRITION FOR LIFE INTERNATIONAL, INC.
      -------------------------------------------------------------------
            (Exact name of registrant as specified in its charter)



                                     Texas
                 ---------------------------------------------
                (State or other jurisdiction of incorporation)



         0-26362                                 76-0416176
   ------------------------         ------------------------------------
   (Commission File Number)         (IRS Employer Identification Number)



                 9101 Jameel, Suite 180, Houston, TX      77040
            ------------------------------------------------------
             (Address of principal executive offices)  (Zip code)



       Registrant's telephone number, including area code (713) 460-1976
                                                           -------------

 ------------------------------------------------------------------------------
                (Former address, if changed since last report)
<PAGE>
 
                     NUTRITION FOR LIFE INTERNATIONAL, INC.

                    INFORMATION TO BE INCLUDED IN THE REPORT

Item 4.  Changes in Registrant's Certifying Accountant
         ---------------------------------------------

     On April 9, 1996 the Company received a letter from KPMG Peat Marwick LLP
informing the Company of KPMG Peat Marwick's resignation as the Company's
auditors, effective that date.  KPMG Peat Marwick LLP was previously engaged as
the principal accountant to audit the Company's financial statements for the
Company's two most recent fiscal years.

     The Report of KPMG Peat Marwick LLP on the financial statements of the
Company for either of the past two years did not contain an adverse opinion or
disclaimer of opinion nor was it modified as to uncertainty, audit scope or
accounting principles.  The Company does not believe that there were any
disagreements with KPMG Peat Marwick LLP on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
during the past two fiscal years ended September 30, 1995 and the subsequent
interim period through April 9, 1996 which, if not resolved to KPMG Peat Marwick
LLP's satisfaction, would have caused KPMG Peat Marwick LLP to make reference to
the subject matter of the disagreement(s) in connection with its Reports.

     The Company has requested KPMG Peat Marwick LLP to furnish a letter
addressed to the Commission stating whether it agrees with the statements made
by the Company, and, if not, stating the respects in which it does not agree.  A
letter from KPMG Peat Marwick LLP is included as Exhibit 16 to this Report,
stating its agreement with the statements made by the Company in this Report.

ITEM 7.  Financial Statements and Exhibits.
         --------------------------------- 

         (c) Exhibits.

         16.  Letter from KPMG Peat Marwick LLP.

                                       2
<PAGE>
 
                                   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 thereunto duly authorized.

                                          NUTRITION FOR LIFE INTERNATIONAL, INC.



Dated:  April 11, 1996                    By:    /s/ David P. Bertrand
                                             ----------------------------
                                                 David P. Bertrand, President

                                       3

<PAGE>
 
April 10, 1996


Securities and Exchange Commission
Washington, D.C. 20549

Ladies and Gentleman:

We were previously principal accountants for Nutrition For Life International, 
Inc. and, under the date of November 2, 1995 except as to note 2 which is as of 
December 8, 1995, we reported on the financial statements of Nutrition For Life,
Inc. as of and for the years ended September 30, 1995 and 1994. On April 9, 
1996, we resigned. We have read Nutrition For Life International, Inc.'s 
statements included under Item 4 of its Form 8-K dated April 9, 1996, and we 
agree with such statements.


                                             Very truly yours,

                                    [SIGNATURE OF PEAT MARWICK LLP APPEARS HERE]




                                    EXHIBIT 16


                 [LETTERHEAD OF PEAT MARWICK LLP APPEARS HERE]


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