DREAMLIFE INC
8-K/A, 1999-12-15
EDUCATIONAL SERVICES
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<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON, DC 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)       DECEMBER 3, 1999
                                                   ----------------------------



                                 dreamlife, inc.
- -------------------------------------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)


            DELAWARE                     0-15586                52-1373960
- --------------------------------  ----------------------- ---------------------
  (STATE OR OTHER JURISDICTION       (COMMISSION FILE          (IRS EMPLOYER
        OF INCORPORATION)                 NUMBER)            IDENTIFICATION NO.)

            425 WEST 15TH STREET, FLOOR 3R, NEW YORK, NEW YORK 10011
- -------------------------------------------------------------------------------
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)                   (ZIP CODE)


REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE       (212) 433-1413
                                                   ----------------------------


                                   GHS, INC.
- -------------------------------------------------------------------------------
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)


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ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         On December 10, 1999, GHS, Inc.'s (now dreamlife, inc.) Board of
Directors voted to engage KPMG LLP, independent certified public accountant,
to act as the Registrant's independent certified public accountant effective
as of December 3, 1999, thereby dismissing and replacing Richard A. Eisner &
Company, LLP, which was terminated by letter authorized by the Board of
Directors on December 10, 1999.

         The former accountant's reports for the Registrant's two most recent
fiscal years did not contain any adverse opinion or disclaimer of opinion,
nor were any such reports modified as to uncertainty, audit scope or
accounting principles. There have been no disagreements between the
Registrant and the former accountant with regard to any matters which would
have caused such accountant to make reference to the subject matter thereof
with their report.

ITEM 7. EXHIBITS.

<TABLE>

             <S>    <C>                     <C>
             (c)    EXHIBITS                DESCRIPTION

                    16                      Letter, dated December 13, 1999, of
                                            Richard A. Eisner & Company, LLP
</TABLE>


<PAGE>


                                    SIGNATURE

                  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.

                                            dreamlife, inc.

Dated: December 15, 1999                    /s/ Philicia G. Levinson
                                            -----------------------------
                                            Philicia G. Levinson
                                            Chief Financial Officer

<PAGE>

                                  EXHIBIT INDEX

Number             Description
- ------             -----------

  16               Letter, dated December 13, 1999, of Richard A. Eisner &
                   Company, LLP


<PAGE>

                                                                      Exhibit 16

                [Letterhead of Richard A. Eisner & Company, LLP]


December 13, 1999


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

Gentlemen:

We have read item 4 of Form 8-K, which was filed on or about December 10, 1999
by GHS, Inc. and are in agreement with the statements contained therein. We have
no basis to agree or disagree with respect to the statements regarding the
engagement of KPMG Peat Marwick LLP.

Very truly yours,

/s/ Richard A. Eisner & Company, LLP

Richard A. Eisner & Company, LLP


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