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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 (Date of earliest event reported): MAY 22, 1995
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COMPREHENSIVE CARE CORPORATION
(Exact name of registrant as specified in Charter)
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<S> <C> <C>
DELAWARE 0-5751 95-2594724
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
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4350 VON KARMAN AVENUE, SUITE 280, NEWPORT BEACH, CALIFORNIA 92660
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(Address of principal executive offices) (zip code)
(714) 798-0460
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(Registrant's telephone number, including area code)
16305 SWINGLEY RIDGE DRIVE, SUITE 100,CHESTERFIELD, MISSOURI 63017
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(Former name, former address and former fiscal
year, if changed, since last report)
Exhibit Index on Page 3 of 4
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
This amendment is being made to the Company's Form 8-K dated
May 25, 1995, for the purpose of appending as an exhibit, the response of
Arthur Andersen LLP ("AA") to the statements made by the Company in said Form
8-K.
As indicated in the response of AA dated June 2, 1995,
attached as an exhibit hereto, AA has (i) confirmed that during the last two
fiscal years and subsequent interim period, there were (a) no disagreements
with the Company on any matter of accounting principles or practices, financial
statement disclosure or auditing scope or procedures which disagreements, if
not resolved to AA's satisfaction would have caused AA to make reference to the
subject matter of the disagreement in their report and (b) there were no
reportable events as described in Item 304 of Regulation S-K; (ii) made
reference to its reports on the fiscal 1993 and 1994 financial statements which
had been modified in both years to include two separate explanatory paragraphs
relating to uncertainties resulting (a) from an Internal Revenue Service
assessment relating to payroll taxes and (b) from a going concern modification.
The Company's Form 8-K had described the going concern modification. The
modification with respect to the Internal Revenue Service assessment had not
been separately described, as the issue with respect to the Internal Revenue
Service assessment had been resolved by the Company pursuant to a settlement
agreement with the Internal Revenue Service as reported on the Company's Form
10-Q for the period ended November 30, 1994.
In responding to the statements made by the Company in its
Form 8-K, AA for the first time advised the Company that if AA is requested in
the future to include their reports on the Company's 1993 and 1994 financial
statements in future filings with the Securities and Exchange Commission, they
would consider undertaking an engagement to respond to such request based on
existing facts and circumstances, and which engagement would require that AA
perform a post-audit review and determine the appropriate form of any report
reissuance based on the results of such procedures.
In responding to the Company's statements in its Form 8-K, AA
has stated that certain of the Company's statements appear to go beyond the
scope of the requirements of Item 304 of Regulation S-K and in AA's view would
appear to seek either a qualitative assessment or some level of assurance
regarding the absence of any such problems, issues or discussions as referred
to by the Company in its Form 8-K and that AA has taken no position on the
statements made by the Company which, in AA's view, went beyond the scope of
such requirements.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
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Exhibit No. Description
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99.4 Letter of Arthur Andersen LLP dated June 2, 1995 addressed to the Office
of the Chief Accountant of the Securities and Exchange Commission.
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2
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EXHIBIT INDEX
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Exhibit No. Description
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<S> <C>
99.4 Letter of Arthur Andersen LLP dated June 2, 1995 addressed to the Office
of the Chief Accountant of the Securities and Exchange Commission.
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3
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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.
COMPREHENSIVE CARE CORPORATION
(Registrant)
By: /s/ Kerri Ruppert
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Kerri Ruppert, Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
June 2, 1995
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EXHIBIT 99.4
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO. SC
JUNE 2,1995
Office of the Chief Accountant
SECPS LETTER FILE
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N. W.
Washington, DC 20549
Dear Sir or Madam:
We have read the Form 8-K dated May 22,1995, filed by Comprehensive Care
Corporation (the Company) with the Securities and Exchange Commission and have
the following comments:
1. During the last two fiscal years and subsequent interim
period, there were (a) no disagreements between the Company
and Arthur Andersen LLP on any matter of accounting principles
or practices, financial statement disclosure or auditing scope
or procedures which disagreements, if not resolved to our
satisfaction would have caused us to make reference to the
subject matter of the disagreement in our report and (b) no
reportable events, as described in Item 304 of Regulation S-K.
2. Arthur Andersen LLP's reports on the fiscal 1993 and 1994
financial statements were modified in both years to contain
two separate explanatory paragraphs related to uncertainties
resulting (a) from an internal Revenue Service assessment
relating to payroll taxes and (b) from a going concern
modification. (The Form 8-K described only the going concern
modification.)
3. We have advised the Company that if Arthur Andersen LLP is
requested in the future to include our reports on the
Company's 1993 and 1994 financial statements in future filings
with the Securities and Exchange Commission, we would consider
undertaking an engagement to respond to each such request
based on the existing facts and circumstances. Any such
engagement would require that we (a) perform a post-audit
review based on procedures and scopes as we considered
necessary in the circumstances, and (b) determine the
appropriate form of any report reissuance at that time based
on the results of those procedures.
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ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO. SC
Office of the Chief Accountant
Page 2
June 2,1995
4. During the normal course of the audits of the May 31, 1993 and
1994, financial statements, there were numerous discussions
regarding such issues as the Company's accounting books and
records and internal controls. Response to certain of the
Company's comments contained in its Form 8-K, which appear to
go beyond the scope of the requirements in Item 304 of
Regulation S-K, would appear to seek either a qualitative
assessment or some level of assurance regarding the absence of
any such problems, issues or discussions; accordingly, Arthur
Andersen LLP takes no position on those statements which go
beyond the scope of such requirements.
Very truly yours,
/s/ Arthur Andersen LLP
LGR
