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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 AND EXCHANGE ACT OF 1934
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 31, 1998
COMMISSION FILE NO. 0-23659
VYSIS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 36-3803405
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NUMBER)
INCORPORATION OR ORGANIZATION)
3100 WOODCREEK DRIVE 60515-5400
DOWNERS GROVE, ILLINOIS (ZIP CODE)
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (630) 271-7000
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ITEM 4. CHANGES IN COMPANY'S CERTIFYING ACCOUNTANT
On December 31, 1998, Vysis, Inc. (the "Company") dismissed
PricewaterhouseCoopers LLP ("PwC") as the Company's independent accountant.
On November 20, 1998, PwC notified the Company that upon final approval of
the pending British Petroleum-Amoco Corporation merger, PwC would no longer
be independent with respect to the Company. The Company was informed that a
lack of independence will result due to the business relationship between PwC
and the anticipated merged British Petroleum-Amoco Corporation organization,
the Company's majority shareholder.
PwC's report on the financial statements of the Company for the years
ending December 31, 1997, 1996 and 1995 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. In connection with the audit of the
Company's financial statements for the years ending December 31, 1997, 1996
and 1995 and in subsequent interim periods through December 31, 1998, there
were no disagreements with PwC 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 PwC, would have
caused it to make reference to the subject matter of the disagreements in its
report. In addition, there has been no reportable events for the years
ending December 31, 1997, 1996 and 1995 and subsequent periods through
December 31, 1998 as described in paragraph (a)(1)(v) of item 304 of
Regulation S-K, promulgated under the Securities Exchange Act of 1934 (a
"Reportable Event").
Effective December 31, 1998, the Company retained Deloitte & Touche LLP
("D&T") as its independent accountant. The decision to change accountants
was approved by the Audit Committee of the Board of Directors of the Company.
Prior to engaging D&T, the Company had never consulted D&T concerning either
the application of accounting principles to a specified completed or
uncompleted transaction, the type of audit opinion that might be rendered on
the Company's financial statements or any matter that was either the subject
of a disagreement with the Company's former accountant or a Reportable Event.
Further, there was no written report or oral advice provided, that D&T
concluded that was an important factor considered by the Company in reaching
a decision as to an accounting, auditing or financial reporting issue.
The letter from PwC evidencing its agreement with the statements made by
the Company herein is attached as Exhibit 16.
ITEM 7. EXHIBITS
(c) Exhibits
16.1 Letter from PricewaterhouseCoopers LLP.
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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.
VYSIS, INC.
Date: December 31, 1998 By: /s/ JAMES J. HABSCHMIDT
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Name: James J. Habschmidt
TITLE: EXECUTIVE VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER
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EXHIBIT 16.1
[PricewaterhouseCoopers Letterhead]
Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549
January 4, 1999
Ladies and Gentlemen:
We have read Item 4 of Vysis, Inc.'s Form 8-K dated December 31, 1998 and are
in agreement with the statements contained in the first and second paragraphs
therein.
Yours truly,
PricewaterhouseCoopers LLP
