NEORX CORP
8-K, 1997-04-11
IN VITRO & IN VIVO DIAGNOSTIC SUBSTANCES
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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):April 11, 1997



                                NeoRx Corporation
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)





        Washington                  0-16614                   91-1261311
- ---------------------------  ------------------------  -------------------------
State or other jurisdiction   Commission File Number      (I.R.S. Employer
     of incorporation                                     Identification No.)




            410 W. Harrison
          Seattle, Washington                                  98119-4007
- ---------------------------------------                -------------------------
(Address of principal executive offices)                       (Zip Code)

Registrant's telephone number (including area code): (206) 281-7001

                                 Not Applicable
- --------------------------------------------------------------------------------
          (Former name or former address, if changed since last report)



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Item 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

      (a) On  April  4,  1997,  the  Registrant's  Board  of  Directors,  at the
recommendation  of its Audit  Committee,  terminated  the  engagement  of Arthur
Andersen LLP as the Registrant's certifying accountants.

            The  report of Arthur  Andersen  LLP on the  Registrant's  financial
statements  for either of the last two fiscal  years did not contain any adverse
opinion or a  disclaimer  of opinion  and was not  qualified  or  modified as to
uncertainty, audit scope, or accounting principles.

            During the  Registrant's two most recent fiscal years and subsequent
interim  periods  preceding the date of  termination of the engagement of Arthur
Andersen LLP, the Registrant was not in disagreement with Arthur Andersen LLP on
any  matter  of  accounting   principles  or  practices,   financial   statement
disclosure, or auditing scope or procedure, which disagreement,  if not resolved
to the  satisfaction  of Arthur  Andersen LLP, would have caused Arthur Andersen
LLP to make  reference to the subject manner of the  disagreement  in connection
with its report.

            The  required  letter from Arthur  Andersen  LLP with respect to the
above statements made by the Registrant will be filed as an exhibit hereto.

      (b) On  April  4,  1997,  the  Registrant's  Board  of  Directors,  at the
recommendation of its Audit Committee,  engaged KPMG Peat Marwick LLP subject to
the  completion  by KPMG Peat  Marwick  LLP of their  normal  client  acceptance
procedures,  as the Registrant's certifying accountants.  The Registrant has not
consulted with KPMG Peat Marwick LLP during its two most recent fiscal years nor
during any  subsequent  interim  period prior to its  engagement  regarding  the
application  of  accounting  principles  to  a  specified  transaction,   either
completed  or proposed,  or the type of audit  opinion that might be rendered on
the Registrant's financial statements.

Item 7.  FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS

            (a) Financial Statements of Business Acquired.

                  None

            (b) Pro Forma Financial Information.

                  None

            (c) Exhibits.

                  16.1 Letter regarding Change in Certifying Accountant


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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.


                                             NeoRx Corporation

DATE: April 11, 1997                         By:/S/ RICHARD L. ANDERSON
                                             ---------------------------------
                                             Sr. Vice President, Chief Financial
                                             Officer, Secretary and Treasurer



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                                                                    Exhibit 16.1
                                     ARTHUR
                                    ANDERSEN
                                


      April 11, 1997                       

      Mr. Michael Sutton
      Office of the Chief Accountant
      United State Securities and Exchange Commission
      450 Fifth Street, N.W.
      Washington, D.C.  20549





      Dear Mr. Sutton:

      We have read the information and the Relationship  with Auditor  paragragh
      included in the attached  proxy dated April 8, 1997 and Item 4 included in
      the  attached  Form 8-K  dated  April 11, 1997 of NeoRx  Corporation filed
      with the United  States  Securities  and  Exchange  Commission  and are in
      agreement with the statements contained therein.

      Very truly yours,


      /s/Arthur Andersen LLP
      ---------------------- 

      Copies to:
      Mr. Richard L. Anderson, NeoRx Corporation




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