MEDCO RESEARCH INC
8-K/A, 1997-04-14
PHARMACEUTICAL PREPARATIONS
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                                  United States

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

   
                                    FORM 8-K/A
    

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934




       Date of Report (Date of earliest  event  reported)  March 24, 1997 
                                                          (March 20, 1997)

                              MEDCO RESEARCH, INC.
             (Exact name of registrant as specified in its charter)

                   Delaware                   0-13948            95-3318451
         (State or other jurisdiction       (Commission        (IRS Employer
               of incorporation)            File Number)     Identification No.)

           85 T.W. Alexander Drive, Research Triangle Park, N.C. 27709
               (Address of principal executive offices)        (Zip Code)

        Registrant's telephone number, including area code (919) 549-8117

                                     1 of 3
<PAGE>


Item 4.           Changes Registrant's Certifying Accountants.

   
         Pursuant to the Registrant's  Audit  Committee's  recommendation to its
Board of Directors and subject to shareholder approval, the Registrant, on March
20, 1997,  formally  notified  KPMG Peat  Marwick LLP ("KPMG")  that it would no
longer serve as  Registrant's  independent  accountants.  The decision to change
accountants  was  recommended by  Registrant's  Audit  Committee and approved by
Registrant's Board of Directors.  The report of KPMG on the Company's  financial
statements for its last two fiscal years 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  except KPMG's report contained a separate
paragraph  stating that the Company is party to certain claims and litigation of
which the ultimate  outcome  cannot  presently be  determined.  Accordingly,  no
provisions  for  liability,  if any, that may result from the resolution of such
matters have been recognized in the consolidated  financial  statements.  During
Registrant's  two most recent  fiscal years and any interim  period  through the
date of dismissal, (1) Registrant had no disagreement with KPMG on any matter of
accounting principles or practices,  financial statement disclosure, or auditing
scope or procedure which disagreements,  if not resolved to KPMG's satisfaction,
would  have  caused  it to  make  a  reference  to  the  subject  matter  of the
disagreements  in  connection  with its report,  and (2) there did not occur any
"reportable event" described in Regulation S-K, Item 304 (a) (1) (v).
    

         On March 24, 1997,  Registrant engaged Coopers & Lybrand LLP as its new
independent  accountants to audit its financial statements.  There did not occur
during  Registrant's  two most  recent  fiscal  years,  any event  described  in
Regulation S-K, Item 304 (a) (2).

Item 7.           Financial Statements and Exhibits.

         (c)  Exhibits

                  16  Letter from KPMG Peat Marwick LLP

                                     2 of 3
<PAGE>


                                   SIGNATURES

         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
Registrant  has duly  caused  this  Report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

                                               MEDCO RESEARCH, INC.
                                                    (Registrant)
   
DATED:  April 14, 1997                BY:      /s/ Roger D. Blevins
      ----------------                         --------------------
                                      Roger D. Blevins
                                      President and Chief Operating Officer

DATED:  April 14, 1997                BY:      /s/ Glenn C. Andrews
      ----------------                         --------------------
                                      Glenn C. Andrews
                                      Vice President, Finance and Administration
                                      and Chief Financial Officer
    



   
April 14, 1997
    



Securities and Exchange Commission
Washington, D.C.  20549

Ladies and Gentlemen:

   
We were previously principal accountants for Medco Research, Inc. and, under the
date of January 28, 1997, we reported on the consolidated  financial  statements
of Medco Research, Inc. and subsidiary as of and for the three-year period ended
December 31, 1996. On March 20, 1997, our  appointment as principal  accountants
was terminated.  We have read Medco Research,  Inc.'s statements  included under
Item 4 of its Form 8-K/A dated March 24, 1997, and we agree with such statements
except that we are not in a position to agree or disagree with the circumstances
surrounding  Medco Research,  Inc.'s  engagement of Coopers & Lybrand LLP as its
independent accountants or whether any consultations  contemplated by Regulation
S-K occurred.
    

Very truly yours,



KPMG Peat Marwick LLP




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