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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A No. 1
AMENDMENT TO
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, 1997
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MEDICAL RESOURCES, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20440 13-3584552
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(State of other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
15 State Street, Hackensack, NJ 07601
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(Address of principal executive offices) Zip Code
Registrant's telephone number, including area code: (201) 488-6230
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Item 4. Changes in Registrant's Certifying Accountant
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On December 4, 1997, Coopers & Lybrand LLP ("Coopers & Lybrand")
resigned as auditor of Medical Resources, Inc. (the "Company").
In connection with the audit of the Company's financial statements for
the fiscal year ended December 31, 1996 and in the subsequent interim period
(the "Reporting Period"), there were no matters of disagreement with Coopers &
Lybrand on any matters of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures which, if not resolved to
the satisfaction of Coopers & Lybrand, would have caused Coopers & Lybrand to
make reference thereto in their report. During the Reporting Period, Coopers &
Lybrand's report on the Company's financial statements did not contain an
adverse opinion or a disclaimer of opinion nor was it qualified or modified as
to uncertainty, audit scope, or accounting principles.
The Company has requested Coopers & Lybrand to furnish it a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements. A copy of that letter, dated December 23, 1997, is
filed as an exhibit to this Form 8-K/A.
The Company has engaged Ernst & Young, LLP ("Ernst & Young") to audit
the financial statements of the Company. The Company engaged Ernst & Young on
December 8, 1997. Ernst & Young had previously served as the Company's
independent auditors for the fiscal years ended December 31, 1994 and 1995.
Item 7. Financial Statements and Exhibits
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(c) Exhibits:
The following Exhibits are filed as part of this report.
Exhibit 16 Letter of Coopers & Lybrand LLP regarding its
concurrence with the disclosure under Item 4 of this Form
8-K/A.
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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.
MEDICAL RESOURCES, INC.
Dated: December 24, 1997 By: /s/ Lawrence Ramaekers
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Name: Lawrence Ramaekers
Title: Acting Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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16.1 Letter of Coopers & Lybrand LLP to the
Securities and Exchange Commission
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Coopers & Lybrand L.L.P.
Morris County Financial Center
One Sylvan Way
Parsipany, New Jersey 07054-3894
telephone: (973) 829-9000
facsimile: (973) 829-9313
December 23, 1997
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We have read the statements made by Medical Resources, Inc. (the "Company")
(File No. 0-20440) under Item 4 of Form 8-K as part of the Company's Form 8-K
report for the month of December 1997. We agree with the statements concerning
our Firm in that report.
At the date of the ceasing of our audit relationship with the Company, there
remained unresolved a number of significant issues affecting the Company's
September 30, 1997 interim financial statements, including the following: (a)
uncompleted independent investigation of the Company's related party transaction
fees and warrants to 712 Advisory Services; (b) compliance with the affiliated
transaction provisions of the Company's Senior Note facilities; (c) analysis of
all financial accounts; (d) completion of the allocation of the cost of acquired
businesses and the accounting for certain financing transactions; and (e) the
ability of new management to provide the level of representations required by
generally accepted auditing standards.
As of the date of this letter, and with respect to matters (a), (b) and (e),
management has informed us that: (a) the Company has announced its plan to
address the investigation of its related party transactions with 712 Advisory
Services; (b) the Company intends to amend its third quarter Form 10-Q to
disclose the provisions and default implications under the Company's Senior Note
agreements with respect to the investigation of its related party transactions
with 712 Advisory Services; and (e) new management has taken the steps that they
deem necessary to obtain the knowledge and to take responsibility for the
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representations required by generally accepted auditing standards. With respect
to matters (c) and (d), the Company has (c) substantially completed its analysis
of all financial accounts as of September 30, 1997; and (d) finalized the
accounting for the respective financing transactions.
At the date of the ceasing of our audit relationship, the Company's
investigation of transactions with its affiliate, 712 Advisory Services, had not
been able to proceed with the dispatch contemplated by the Private Securities
Litigation Reform Act of 1995. Consequently, we advised the Company, under that
Act, that if the publicized allegations concerning lack of consideration for
fees to its affiliate, 712 Advisory Services, were to prove true, it would be
likely that an illegal act had occurred. The next day, one of the Company's
directors, who is also a principal of 712 Advisory Services, and the Company's
counsel, provided us with new information concerning the services rendered to
the Company by 712 Advisory Services. On the basis of that new information, and
without addressing the quality of the services or the appropriateness of the
fees, we were able to determine that we had no basis to conclude that it is
likely that an illegal act had occurred based upon the circumstances underlying
those publicized allegations.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
