CONSOLIDATED HEALTH CARE ASSOCIATES INC
8-K, 1996-11-06
SPECIALTY OUTPATIENT FACILITIES, NEC
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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): November 6, 1996

                           Commission File No. 0-15893

                    CONSOLIDATED HEALTH CARE ASSOCIATES, INC.
             (Exact name of registrant as specified in its charter)

         Nevada                                               91-1256470
(State or Other Jurisdiction of                          (I.R.S. Employer
 Incorporation or Organization)                           Identification No.)

38 Pond Street, Suite 305
Franklin, Massachusetts                                         02038
(Address of principal executive offices)                     (Zip Code)


                                 (508) 520-2422
                     Registrants telephone number including
                                    area code

                                 Not Applicable
                  Former name, former address and former fiscal
                       year, if changed since last report

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<PAGE>



Item 4.  Changes in Registrant's Certifying Accountant

(a)      Previous independent accountants

         (i)      On October 29, 1996 Consolidated Health Care Associates,  Inc.
                  (the  "Company") was notified by the firm of Price  Waterhouse
                  LLP  that  they  were   resigning   from  the   client-auditor
                  relationship.

         (ii)     The reports of Price Waterhouse LLP on the Company's financial
                  statements for the last two fiscal years  contained no adverse
                  opinion nor  disclaimer  of opinion and were not  qualified or
                  modified  as  to   uncertainly,   audit  scope  or  accounting
                  principle,   except  that  their   report  on  the   financial
                  statements for fiscal 1995 was modified indicating uncertainty
                  regarding  the  company's  ability  to  continue  as  a  going
                  concern.

         (iii)    In  connection  with the  audits  of the  Company's  financial
                  statements  for each of its two most recent  fiscal  years and
                  through  October 29,  1996,  there have been no  disagreements
                  with  Price   Waterhouse  LLP  on  any  matter  of  accounting
                  principles or  practices,  financial  statement  disclosure or
                  auditing  scope  or  procedure,  which  disagreements  if  not
                  resolved to the  satisfaction  of Price  Waterhouse  LLP would
                  have caused them to make reference  thereto in their Report on
                  the financial statements for such years.

         (iv)     During the two most recent  fiscal  years and through  October
                  29,  1996,  there were no  "reportable  events" (as defined in
                  Regulation S-K Item 304(a)(I) (V)).

(b)      New independent accounts

         (i)      The Company has not yet appointed new independent accountants.

                                        2


<PAGE>




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


                                                  CONSOLIDATED HEALTH CARE
                                                          ASSOCIATES, INC.

Dated: November 6, 1996                     By:      /s/ Robert M. Whitty
                                                     -------------------------
                                                     Robert M. Whitty
                                                     President


Dated: November 6, 1996                     By:      /s/ Raymond L. LeBlanc
                                                     -------------------------
                                                     Raymond L. LeBlanc
                                                     Chief Financial Officer


                                       3


<PAGE>



Exhibit Index

Exhibit Number                      Exhibit                                 Page
- --------------------------------------------------------------------------------

16                       Copy of letter from Price Waterhouse LLP             6
                         dated November 4, 1996 addressed to the
                         Securities and Exchange Commission.














                                       4




                        [LETTERHEAD OF PRICE WATERHOUSE]


November 4, 1996

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Ladies and Gentlemen:

                   Consolidated Health Care Associates, Inc.

We have read Item 4 of Consolidated Health Care Associates, Inc.'s Form 8-K
dated November 4, 1996 and are in agreement with the statements contained in
paragraph 4(a) therein.

Yours very truly,

/s/ PRICE WATERHOUSE


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