-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, HhYbQe1bUqM8gVERtDVbFdcBrAnfCoXy6MsL/Y+TmHJY9YF5aykAxm2Fz0tZtL10 WIphTS3LJzxvv379yCYEgQ== 0000950152-98-002278.txt : 19980324 0000950152-98-002278.hdr.sgml : 19980324 ACCESSION NUMBER: 0000950152-98-002278 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980317 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19980323 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: SEALY CORP CENTRAL INDEX KEY: 0000748015 STANDARD INDUSTRIAL CLASSIFICATION: HOUSEHOLD FURNITURE [2510] IRS NUMBER: 363284147 STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-08738 FILM NUMBER: 98571289 BUSINESS ADDRESS: STREET 1: 520 PIKE ST CITY: SEATTLE STATE: WA ZIP: 98101 BUSINESS PHONE: 2066251233 MAIL ADDRESS: STREET 1: HALLE BUILDING 10TH FLOOR STREET 2: 1228 EUCLID AVE CITY: CLEVELAND STATE: OH ZIP: 44115 FORMER COMPANY: FORMER CONFORMED NAME: OHIO MATTRESS CO /DE/ DATE OF NAME CHANGE: 19900322 8-K 1 SEALY CORPORATION 8-K 1 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): March 17, 1998 -------------- SEALY CORPORATION -------------------------------------------------- (Exact Name of Registrant as Specified in Charter) Delaware 1-8738 36-3284147 - ---------------------------- ------------------ ---------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 520 Pike Street Seattle, Washington 98101 ----------------------------------------------------------------- (Adress of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (206) 625-1233 -------------- ----------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) 2 Item 4. Changes in Registrant's Certifying Accountant (a) Previous independent accountants (i) On March 17, 1998, Sealy Corporation dismissed KPMG Peat Marwick LLP as its independent accountants. (ii) The reports of KPMG Peat Marwick LLP on the financial statements for the past two fiscal years contained no adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principle. (iii) The Registrant's Board of Directors, participated in and approved the decision to change independent accountants. (iv) In connection with its audits for the two most recent fiscal years and through March 17, 1998, there have been no disagreements with KPMG Peat Marwick LLP on any matter of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which disagreements if not resolved to the satisfaction of KPMG Peat Marwick LLP would have caused them to make reference thereto in their report on the financial statements for such periods. (v) During the two most recent fiscal years and through March 17, 1998, there have been no reportable events (as defined in Regulation S-K Item 304(a)(l)(v)). (vi) The Registrant has requested that KPMG Peat Marwick furnish it with a letter addressed to the SEC stating whether or not it agrees with the above statement. A copy of such letter, dated March 23, 1998, is filed as Exhibit 16 to this Form 8-K. (b) New independent accountants (i) The Registrant engaged Price Waterhouse LLP as its new independent accountants as of March 17, 1998. During the two most recent fiscal years and through March 17, 1998, the Registrant has not consulted Price Waterhouse LLP regarding either (i) 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 Price Waterhouse LLP concluded was an important factor considered by the Registrant in reaching a decision as to the accounting, auditing, or financial reporting issue; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304(a)(l)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is defined in Item 304(a)(l)(v) of Regulation S-K; or (iii) items which were or should have been subject to SAS 50. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS (C) Exhibits. -------- Exhibits No. ------------ 16 Letter from KPMG Peat Marwick LLP regarding change in the Company's independent accountants. 3 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. SEALY CORPORATION By: /s/Kenneth L. Walker _______________________________ Kenneth L. Walker Vice President, General Counsel and Secretary Date: March 23, 1998 -------------- 4 Securities and Exchange Commission Washington, D.C. 20549 March 23, 1998 Ladies and Gentlemen: We were previously principal accountants for Sealy Corporation and subsidiaries and, under the date of January 7, 1998, we reported on the consolidated financial statements of Sealy Corporation and subsidiaries as of and for the years ended November 30, 1997 and December 1, 1996. On March 17, 1998, our appointment as principal accountants was terminated. We have read Sealy Corporation's statements included under Item 4 of its Form 8-K dated March 23, 1998, and we agree with such statements, except that we are not in a position to agree or disagree with Sealy Corporation's statement that the change was approved by the registrant's board of directors or with respect to the statements in Item 4(b). very truly yours, KPMG Peat Marwick LLP -----END PRIVACY-ENHANCED MESSAGE-----