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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 14, 1998
AMERICAN SHARED HOSPITAL SERVICES
(Exact name of registrant as specified in its charter)
CALIFORNIA 0-8789 94-2918118
(State or other (Commission File Number) (I.R.S. Employer
jurisdiction of Identification No.)
incorporation)
FOUR EMBARCADERO CENTER, SUITE 3620, SAN FRANCISCO, CA 94111
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: 415-788-5300
Not Applicable
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant
The Company on December 14, 1998 engaged Grant Thornton, LLP as its
independent accountant to audit the Company's financial statements for the year
ended December 31, 1998. The Company and Grant Thornton, LLP have a long
established relationship as Grant Thornton has served as the Company's tax
advisor since 1990.
In light of its engagement of Grant Thornton, the Company will no
longer engage Ernst & Young, LLP ("E&Y"), to audit the Company's financial
statements. Ernst & Young, LLP, has served as the Company's auditor since 1983.
In recognition of the Company's previously reported defaults under its credit
facilities and equipment leases, E&Y has included a "going concern"
qualification in its report on the Company's financial statements in each year
since 1990. The Company does not know whether its auditor's report for the year
ended December 31, 1998 will contain such a qualification.
The decision to change accountants was referred by the Audit Committee
to the full Board of Directors. The Board of Directors approved the decision to
change independent accountants. An important motivating factor in the Board's
decision was to reduce the Company's audit expenses following the completion of
its financial restructuring, the sale of its imaging business on November 13,
1998, and the significantly reduced scope of the Company's operations.
The Company during its two most recent fiscal years and any subsequent
interim period preceding its change of independent accountant did not have any
disagreements with the former accountant on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure.
See E&Y's letter to the Company dated December 17, 1998 attached as Exhibit
16.1.
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The following Exhibits are filed with this Report:
Exhibit No. Description
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16.1 Letter dated December 17, 1998 from Ernst & Young, LLP, to
the Company.
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SIGNATURES
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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 thereunto duly authorized.
AMERICAN SHARED HOSPITAL SERVICES
(Registrant)
By: /s/ Ernest A. Bates, M.D.
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Ernest A. Bates, M.D.
Chairman of the Board and
Chief Executive Officer
Dated: December 21, 1998
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Index to Exhibits
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Exhibit No. Description Page
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16.1 Letter dated December 17, 1998 from Ernst & Young, LLP,
to the Company. 6
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EXHIBIT 16.1
[ERNST & YOUNG LLP LETTERHEAD]
December 17, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 17, 1998 of American Shared
Hospital Services and are in agreement with the statements contained in the
second and fourth paragraphs on page 1 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
