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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): October 20, 1997
CANDLEWOOD HOTEL COMPANY, INC.
(Exact name of Registrant as specified in charter)
DELAWARE 0-12708 48-1188025
(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification Number)
LAKEPOINT OFFICE PARK, 9342 EAST CENTRAL 67206
WICHITA, KANSAS (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code: (316) 631-1300
None
(Former name or former address, if changed since last report)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) (i) As of October 20, 1997, the Board of Directors of
Candlewood Hotel Company, Inc. (the "Company") dismissed KPMG Peat Marwick LLP
("KPMG") as the Company's independent accountants, effective upon the
completion of their timely quarterly review of the Company's interim financial
statements dated September 30, 1997, and appointed Ernst & Young LLP ("E&Y")
as the Company's independent accountants.
(ii) The reports of KPMG on the Company's consolidated
financial statements for the period from October 1, 1995 (date of inception) to
December 31, 1995 and for the fiscal year ended December 31, 1996, contained no
adverse opinion or disclaimer of opinion, and neither report was qualified or
modified as to uncertainty, audit scope or accounting principles.
(iii) The decision to change independent accountants was
recommended by the Company's Audit Committee, and approved by the Board of
Directors at the Board's meeting on October 20, 1997.
(iv) During the two most recent fiscal years (or portions
thereof) and through the date of this report, the Company has had no
disagreements with KPMG on any matter of accounting principles or practices,
financial statement disclosure or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of KPMG would have caused
KPMG to make reference thereto in their report on the consolidated financial
statement of the Company for such periods.
(v) During the Company's two most recent fiscal years (or
portions thereof) and through the date of this report, the Company has had no
reportable events as defined in Item 304(a)(1)(v) of Regulation S-K.
(vi) The Company has requested that KPMG furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the above statements. A copy of that letter dated October 27, 1997
is filed as exhibit 16 to this form 8-K.
(b) The Company has engaged E&Y as its new independent accountants
effective October 20, 1997. During the period from October 1, 1995 (date of
inception) to December 31, 1995 and for the fiscal year ended December 31, 1996
and through their engagement, the Company has not consulted with E&Y regarding
the application of accounting principles to a specified transaction, either
completed or proposed; the type of audit opinion that might be rendered on the
Company's financial statements; any accounting, auditing or financial reporting
issue; or any item that was either the subject of a disagreement or a
reportable event as defined in Item 304 of Regulation S-K.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Document
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16 Letter from KPMG Peat Marwick LLP to the Securities & Exchange
Commission dated October 27, 1997.
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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.
Dated: October 27, 1997 CANDLEWOOD HOTEL COMPANY, INC.
By: /S/ WARREN D. FIX
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Name: Warren D. Fix
Title: Chief Financial Officer