-----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, UQZ44wm98Hx6n7EFnAZL9z1DLjxQu9nkdNBh0+cz7QNG6QEG19muK77m9luvbnCu NLEulRFZvTHerlAMqXwNqg== 0000950144-97-009877.txt : 19970912 0000950144-97-009877.hdr.sgml : 19970912 ACCESSION NUMBER: 0000950144-97-009877 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970814 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970909 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RETIREMENT CARE ASSOCIATES INC /CO/ CENTRAL INDEX KEY: 0000798540 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-SKILLED NURSING CARE FACILITIES [8051] IRS NUMBER: 431441789 STATE OF INCORPORATION: CO FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: SEC FILE NUMBER: 001-14114 FILM NUMBER: 97677514 BUSINESS ADDRESS: STREET 1: 6000 LAKE FORREST DR STE 200 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 4042557500 MAIL ADDRESS: STREET 1: 6000 LAKE FORREST DR STREET 2: STE 200 CITY: ATLANTA STATE: GA ZIP: 30328 8-K/A 1 RETIREMENT CARE ASSOCIATES: 8-K/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 - -------------------------------------------------------------------------------- FORM 8-K/A (Amendment No. 1) - -------------------------------------------------------------------------------- CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report: August 14, 1997 (Date of earliest event reported) RETIREMENT CARE ASSOCIATES, INC. (Exact name of registrant as specified in its charter) COLORADO 1-14114 43-1441789 (State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification No.) incorporation or organization)
6000 LAKE FORREST DRIVE, SUITE 200 ATLANTA, GEORGIA 30328 (Address of principal executive offices) (404) 255-7500 (Registrant's telephone number, including area code) 2 Item 4. Changes in the Registrant's Certifying Accountant. On August 21, 1997, the Company filed a Current Report on Form 8-K (the "Form 8-K") reporting the resignation of Coopers & Lybrand L.L.P. ("C&L") by letter dated August 14, 1997. The Company furnished a copy of the Form 8-K to C&L on the day it was filed with the Securities and Exchange Commission (the "Commission") and requested C&L furnish the Company with a letter addressed to the Commission, as required by Item 304(a)(3) of Regulation S-K. On September 5, 1997, C&L provided the Company with its response to the Form 8-K (the "Response Letter"), wherein it agrees with the statements made by the Company therein. Although C&L's audit report on the Company's financial statements for the fiscal year ended June 30, 1996 contained no adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope or accounting principles, the Response Letter states that such audit report should not be relied upon because C&L has concluded that it is unable to rely on management's representations. The Response Letter does not offer any reasons for such statement except for the matters disclosed in the Form 8-K. The Response Letter also describes certain "additional disagreements" (see paragraph 1 of the Response Letter) between C&L and the Company. The Company did not disclose such matters in the Form 8-K because the Company views such matters not as "disagreements," within the meaning of Item 304 of Regulation S-K, but as initial differences of opinion based upon incomplete facts and preliminary information that were later resolved to C&L's satisfaction. The Company has engaged the accounting firm of Cherry, Beckaert & Holland, L.L.P. to reaudit the Company's financial statements for the fiscal year ended June 30, 1996 and to audit the Company's financial statements for the fiscal year ended June 30, 1997. A copy of the Response Letter is attached hereto as Exhibit 16.1. The foregoing description of the Response Letter is qualified in its entirety by reference to the text thereof. Item 7. Financial Statements and Exhibits. (a) Financial Statements: None. (b) Pro Forma Financial Information: None (c) Exhibits: 16.1 Response Letter of Coopers & Lybrand L.L.P. required by Item 304(a)(3) of Regulation S-K. 2 3 SIGNATURE Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized. RETIREMENT CARE ASSOCIATES, INC. By: /s/ Darrell C. Tucker ---------------------------------------- Darrell C. Tucker, Its Treasurer Dated as of September 5, 1997. 3 4 EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION - ----------- ----------- 16.1 Response Letter of Coopers & Lybrand L.L.P. required by Item 304(a)(3) of Regulation S-K.
EX-16.1 2 RESPONSE LETTER OF COOPERS & LYBRAND 1 EXHIBIT 16.1 [COOPERS & LYBRAND LETTERHEAD] September 5, 1997 Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Gentlemen: We have read the statements made by Retirement Care Associates, Inc. ("Company") pursuant to Item 4 of its Form 8-K, filed on August 21, 1997. In addition to the matters reported in such Form 8-K, with which we agree, additional disagreements with the Company relating to matters that would have led to reference thereto in our report if such matters had not been resolved to our satisfaction follow: 1. Prior to the completion of our audit of the Company's June 30, 1996 financial statements, we discussed with management of the Company our concerns with respect to the realizability of notes and advances due to the Company from affiliates. Management expressed their disagreement with our view on this issue. As of June 30, 1996, these notes and advances due from affiliates totaled approximately $14.3 million. Subsequent to June 30, 1996 but prior to the completion of our audit, the Company, as a result of our discussions with management, entered into a series of transactions which had the effect of reducing the balance of notes and advances due from affiliates by approximately $14.2 million. These transactions are described in Note 19 - Subsequent Event to the Company's 1996 financial statements. 2. In connection with our audit of the June 30, 1996 financial statements, we discussed with management our views that the Company should increase its allowances for doubtful accounts and Medicaid/ Medicare settlements, and also increase its accruals for self-insured workers' compensation matters. Initially, management disagreed with our views of the need to increase provisions for these matters. Prior to the completion of our audit, the Company increased its provisions for these matters by approximately $1,470,000 in the aggregate. 2 As a result of the matters previously reported in the aforementioned Form 8-K, we have concluded that we are unable to rely on management's representations and do not intend to be associated with any of its filings which may be made pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934. Accordingly, our report dated September 27, 1996 (except for Note 19, as to which the date is October 14, 1996) on our audit of the Company's financial statements for the year ended June 30, 1996 should no longer be relied upon. Very truly yours, /s/ Coopers & Lybrand L.L.P. Coopers & Lybrand L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----