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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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): January 30, 1997
SITEL CORPORATION
(Exact name of registrant as specified in its charter)
Minnesota 1-12577 47-0684333
(State or jurisdiction of (Commission File (IRS Employer
incorporation or Number) Identification No.)
organization)
13215 Birch Street
Omaha, Nebraska 68164
(402) 963-3010
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
____________________________________________
This 8-K consists of 7 pages. The Exhibit Index is on page 5.
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Item 4. Changes in Registrant's Certifying Accountant
As discussed in Item 8 below, the Board of Directors determined on January 30,
1997 to change the fiscal year of the registrant to December 31 in order to
correspond with the fiscal year used by SITEL Europe plc (formerly known as
Mitre plc) ("Mitre") and National Action Financial Services, Inc. ("NAFS"),
two companies recently acquired by the registrant in business combinations
accounted for as poolings of interest. Effective January 31, 1997, upon the
recommendation of its Audit Committee, the Board of Directors of the registrant
rescinded its previous selection of Coopers & Lybrand L.L.P.("Coopers &
Lybrand") as its principal independent accountants to audit its financial
statements for the fiscal year ending May 31, 1997, and selected KPMG Peat
Marwick LLP ("KPMG") to serve in such capacity for the fiscal year ending
December 31, 1996. KPMG has served for several years as the principal
independent accountants to audit the financial statements for Mitre.
For the fiscal years ending May 31, 1995 and May 31, 1996, Coopers & Lybrand
audited the registrant's financial statements. The reports of Coopers & Lybrand
on the registrant's financial statements for these fiscal years did not contain
an adverse opinion or a disclaimer of opinion and was not qualified or modified
as to uncertainty, audit scope, or accounting principles. During the fiscal
years ending May 31, 1995 and May 31, 1996, and through the January 31, 1997
dismissal, there were no disagreements between the registrant and Coopers &
Lybrand on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure , as described in
Regulation S-K Item 304(a)(1)(iv), and no reportable event, as described in
Regulation S-K Item 304(a)(1)(v).
During the fiscal years ending May 31, 1995 and May 31, 1996, and through the
January 31, 1997 date of engagement, the registrant did not consult KPMG
regarding 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, as described in Regulation
S-K Item 304(a)(2)(i), or any matter that was either the subject of a
disagreement as described in Regulation S-K Item 304(a)(1)(iv), or a
reportable event, as described in Regulation S-K Item 304(a)(1)(v), except that
the registrant did consult KPMG on the matter described in the following
paragraph.
In the course of the registrant's preparation of restated financial statements
which would give effect to the pooling of interests combinations with Mitre and
NAFS, there were various communications between the registrant, Coopers &
Lybrand, and KPMG as Mitre's auditors. During those communications, the
registrant inquired of both Coopers & Lybrand and KPMG concerning the manner in
which a change by SITEL in its fiscal year end to correspond with Mitre's
following a pooling of interests should be reflected in filings with the
Securities and Exchange Commission. Coopers & Lybrand initially expressed the
view that it would not be possible to retroactively restate the registrant's
financial statements based on Mitre's fiscal year end. KPMG expressed the view
that the Securities and Exchange Commission would not object to reflecting a
change to Mitre's fiscal year end in the form of retroactively restated pooled
financial statements for prior years based on Mitre's fiscal year end. After
further reviewing the matter, Coopers & Lybrand advised the registrant that
they concurred with the view expressed by KPMG. The registrant did not receive
written views from either firm.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
16.1 Letter from Coopers & Lybrand L.L.P. dated February 6, 1997.
16.2 Letter from KPMG Peat Marwick LLP dated February 6, 1997.
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Item 8. Change in Fiscal Year.
On January 30, 1997, the Board of Directors of the registrant determined to
change the fiscal year of the registrant from June 1 - May 31 to January 1 -
December 31, effective for the year ending December 31, 1996. The registrant
intends to recast its financial statements for the twelve months ended December
31, 1996 to correspond to the fiscal year of Mitre and NAFS. The recast
financial statements will be audited by KPMG. The registrant's report covering
the twelve months ended December 31, 1996 will be filed with the Commission on
Form 10-K.
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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, thereunto duly authorized.
Date: February 6, 1997 SITEL Corporation
By: /s/Michael P. May
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Michael P. May, Chief Executive Officer
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SITEL CORPORATION
EXHIBIT INDEX
Page Number
In Sequential
Exhibit Numbering
No. System
16.1 Letter from Coopers & Lybrand L.L.P dated February 6, 1997. 6
16.2 Letter from KPMG Peat Marwick LLP dated February 6, 1997. 7
5
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Exhibit 16.1
February 6, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by SITEL Corporation (Commission File No.
1-12577) of 13215 Birch Street, Omaha, Nebraska 68164 in Item 4 of the
attached Form 8-K, which Form 8-K we understand will be filed with the
Commission with a date of report of January 30, 1997. We agree with the
statements concerning our Firm in such Form 8-K.
Very truly yours,
COOPERS & LYBRAND L.L.P.
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Exhibit 16.2
February 6, 1997
Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
On January 31, 1997, we were appointed the principal accountants of SITEL
Corporation. We have read SITEL Corporation's statements included in the third
and fourth paragraphs under Item 4 of its Form 8-K dated February 6, 1997 and
agree with such statements, except that we are not in a position to agree or
disagree with SITEL Corporation's statements regarding Coopers & Lybrand's
views.
Very truly yours,
KPMG PEAT MARWICK LLP
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