FIRST MEDICAL GROUP INC
8-K, 1998-12-09
ORTHOPEDIC, PROSTHETIC & SURGICAL APPLIANCES & SUPPLIES
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                          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 4, 1998
                                                   -----------------------------

FIRST MEDICAL GROUP, INC.
- --------------------------------------------------------------------------------
                   NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

DELAWARE                          1-155                         13-1920670
- --------------------------------------------------------------------------------
OR OTHER JURISDICTION         (COMMISSION                  (IRS EMPLOYER
OF INCORPORATION)             FILE NUMBER)                 IDENTIFICATION NO.)

1055 WASHINGTON BOULEVARD, STAMFORD, CT                       06901
- --------------------------------------------------------------------------------
(ADDRES OF PRINCIPAL EXECUTIVE OFFICES)                    (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE         (203) 327-0900
                                                  ------------------------------

                                         N/A
- --------------------------------------------------------------------------------
         (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


<PAGE>
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS

a. Effective  December 2, 1998, First Medical Group,  Inc. ("FMG") dismissed its
prior certifying  accountants,  BDO Seidman, LLP ("BDO") and retained as its new
certifying accountants, Arthur Andersen, LLP.

BDO's report on FMG's  financial  statements  during the two most recent  fiscal
years and all subsequent  interim periods preceding the date hereof contained no
adverse  opinion  or a  disclaimer  of  opinions,  and was not  qualified  as to
uncertainty,  audit  scope or  accounting  principles.  The  decision  to change
accountants was approved by FMG's Board of Directors.

During the last two fiscal years and the  subsequent  interim period to the date
hereof,  there  were no  disagreements  between  FMG and BDO on any  matters  of
accounting principles or practices,  financial statement disclosures or auditing
scope or procedure, which disagreements,  if not resolved to the satisfaction of
BDO,  would have  caused it to make a  reference  to the  subject  matter of the
disagreements in connection with its reports.

None of the "reportable events" described in Item 304 (a) (i) (ii) occurred with
respect  to FMG  within the last two  fiscal  years and the  subsequent  interim
period to the date hereof.

b. Effective December 4, 1998, FMG engaged Arthur Andersen, LLP as its principal
accountants.  During the last two fiscal years and the subsequent interim period
to the date hereof,  FMG did not consult Arthur  Andersen,  LLP regarding any of
the  matters or events set forth in Item 304 (a) (2) (i) and (ii) of  Regulation
S-K.


<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.

                                           FIRST MEDICAL GROUP, INC.


Dated:  December 4, 1998                   By: /s/ Dennis A. Sokol
                                               ---------------------------------
                                               Dennis A. Sokol
                                               President


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