REGENT ASSISTED LIVING INC
8-K, 1998-01-05
SKILLED NURSING CARE FACILITIES
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                                  UNITED STATES
                       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) December 29, 1997


                          REGENT ASSISTED LIVING, INC.

Oregon                                 0-27108              93-1171049
- -------------------------------------------------------------------------------
(State or other jurisdiction of        (Commission          (IRS Employer
 incorporation or organization)         File No.)            Identification No.)


121 SW Morrison Street, Suite 1000, Portland, OR            97204
- -------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip Code)


                                 (503) 227-4000
- -------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                    No Change
- -------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)

                                                                     Page 1 of 4
<PAGE>
Item 4.  Changes in Registrant's Certifying Accountant

     (a) Previous Independent Accountant

          (i) On December 29, 1997, Regent Assisted Living, Inc. ("Regent")
          dismissed its previous certifying accountant, Coopers & Lybrand L.L.P.
          ("C&L"), and retained its new certifying accountant, KPMG Peat Marwick
          LLP.

          (ii) The reports of C&L on the financial statements of Regent for the
          past two fiscal years preceding the date hereof contained no adverse
          opinion or disclaimer of opinion and were not modified as to
          uncertainty, audit scope or accounting principles.

          (iii) The decision to change accountants was approved by the Audit
          Committee of Regent's Board of Directors.

          (iv) During the two most recent fiscal years and the subsequent
          interim periods to the date hereof, there have been no disagreements
          with C&L on any matter of accounting principles or practices,
          financial statement disclosure, or auditing scope or procedure, which
          disagreements if not resolved to the satisfaction of C&L would have
          caused it to make reference thereto in connection with its report on
          the financial statements for such years.

          (v) Regent requested that C&L furnish it with a letter addressed to
          the Securities and Exchange Commission stating whether or not it
          agrees with the statements above and, if not, stating the respects in
          which it does not agree. A copy of such letter is attached hereto as
          Exhibit 16 and is incorporated herein by reference.

     (b)      New Independent Accountant

               Regent engaged KPMG Peat Marwick LLP as its new certifying
          accountant as of December 29, 1997. During the two most recent fiscal
          years and through the date hereof, Regent has not consulted with KPMG
          Peat Marwick LLP regarding any matters specified in Items 304(a)(2)(i)
          or (ii) of Regulation S-B under the Securities Exchange Act of 1934.

                                                                     Page 2 of 4
<PAGE>
Item 7.  Financial Statements and Exhibits

     (c)  Exhibits

          16. Letter from Coopers & Lybrand L.L.P. re change in certifying
          accountant.


                                                                     Page 3 of 4
<PAGE>
                                    Signature

     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: December 29, 1997

                              REGENT ASSISTED LIVING, INC.



                              By  STEVEN L. GISH
                                -----------------------------------------------
                                Steven L. Gish
                                Chief Financial Officer and Treasurer
                                (Principal Financial and Accounting Officer)


                                                                     Page 4 of 4
<PAGE>
                                  EXHIBIT INDEX


                                                                     Sequential
Exhibit No.                     Description                          Page No.

    16          Letter from Coopers & Lybrand L.L.P. re change in
                certifying accountant.




                                                                      Exhibit 16

January 5, 1998



Securities and Exchange Commission 
450 5th Street, N.W.
Washington, D.C.  20549


Gentlemen:

We have read the statements made by Regent Assisted Living, Inc. (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
December 1997. We agree with the statements concerning our Firm in such Form
8-K.


Very truly yours,

COOPERS & LYBRAND L.L.P.

Coopers & Lybrand L.L.P.



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