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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) - November 17, 2000
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TRIAD HOSPITALS, INC.
TRIAD HOSPITALS HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
DELAWARE 000-29816 75-2816101
(State or other jurisdiction of 333-84743 51-0389776
Incorporation) (Commission File Number) (IRS Employer
Identification No.)
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<S> <C>
13455 Noel Road, Suite 2000 75240
Dallas, Texas (Zip Code)
(Address of principal executive offices)
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(972) 789-2700
(Registrant's telephone number, including area code)
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Item 4. Change in Registrant's Certifying Accountant.
Triad Hospitals, Inc. (the "Company") and Triad Hospitals Holdings, Inc., a
wholly owned subsidiary of the Company, are filing this report on Form 8-K to
report a change in certifying accountants with the firm of
PricewaterhouseCoopers LLP being replaced by Ernst & Young LLP effective
November 17, 2000.
(a) The following sets forth the information required by Item 304(a)(1) of
Regulation S-K:
(i) Effective November 17, 2000, the Company dismissed
PricewaterhouseCoopers LLP as its principal accountant.
(ii) The PricewaterhouseCoopers LLP report on the financial
statements for the fiscal year ended December 31, 1999 did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit or scope or accounting principles. The report of Ernst &
Young LLP, the Company's previous certifying accountants, on the financial
statements for the fiscal year ended December 31, 1998 also did not contain an
adverse opinion or disclaimer of opinion, and was not qualified or modified as
to uncertainty, audit or scope or accounting principles.
(iii) The decision to change accountants was approved by the Audit and
Compliance Committee of the Company's Board of Directors.
(iv) For the Company's fiscal year ended December 31, 1999 and
through November 17, 2000 preceding the dismissal, there were no disagreements
with PricewaterhouseCoopers LLP on any matter of accounting or practices,
financial statement disclosure or auditing scope or procedure. For the fiscal
year ended December 31, 1998 and through November 22, 1999 preceding the
resignation of Ernst & Young LLP effective November 22, 1999, there were no
disagreements with Ernst & Young LLP on any matter of accounting or practices,
financial statement disclosure or auditing scope or procedure.
(v) For the Company's two most recent fiscal years and subsequent
interim periods, there have been no "reportable events" as listed in Item
304(a)(1)(v)(A-D) of Regulation S-K.
(b) The Company has requested and received from PricewaterhouseCoopers LLP
the letter required by Item 304(a)(3) of Regulation S-K. The letter is filed as
Exhibit 16.1 to this report, and states that PricewaterhouseCoopers LLP agrees
with the statements described therein made by the Company in this report in
response to Item 304(a)(1) of Regulation S-K.
(c) The following sets forth the information required by Item 304(a)(2) of
Regulation S-K:
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(i) The Company has re-engaged Ernst & Young LLP as its principal
accountant effective November 17, 2000. Ernst & Young LLP had been the
Company's principal accountant prior to the resignation of Ernst & Young LLP and
the engagement of PricewaterhouseCoopers LLP on November 22, 1999. In such
capacity, Ernst & Young LLP audited the Company's financial statements for each
of the two fiscal years ended December 31, 1998. The decision to re-engage
Ernst & Young LLP was approved by the Audit and Compliance Committee of the
Company's Board of Directors.
Item 7. Exhibits.
16.1 Letter regarding Change in Certifying Accountant.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, Triad
Hospitals, Inc. and Triad Hospitals Holdings, Inc. have duly caused this report
to be signed on their behalf by the undersigned hereunto duly authorized.
TRIAD HOSPITALS, INC.
By: /s/ Burke W. Whitman
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Burke W. Whitman
Executive Vice President and
Chief Financial Officer
Date: November 28, 2000
TRIAD HOSPITALS HOLDINGS, INC.
By: /s/ Burke W. Whitman
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Burke W. Whitman
Executive Vice President and
Chief Financial Officer
Date: November 28, 2000
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter regarding Change in Certifying Accountant
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