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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
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CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report: August 14, 1997
(Date of earliest event reported)
RETIREMENT CARE ASSOCIATES, INC.
(Exact name of registrant as specified in its charter)
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COLORADO 1-14114 43-1441789
(State or other jurisdiction of (Commission file number) (I.R.S. Employer Identification No.)
incorporation or organization)
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6000 LAKE FORREST DRIVE, SUITE 200
ATLANTA, GEORGIA 30328
(Address of principal executive offices)
(404) 255-7500
(Registrant's telephone number, including area code)
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Item 4. Changes in the Registrant's Certifying Accountant.
On August 21, 1997, the Company filed a Current Report on Form 8-K (the "Form
8-K") reporting the resignation of Coopers & Lybrand L.L.P. ("C&L") by letter
dated August 14, 1997. The Company furnished a copy of the Form 8-K to C&L on
the day it was filed with the Securities and Exchange Commission (the
"Commission") and requested C&L furnish the Company with a letter addressed to
the Commission, as required by Item 304(a)(3) of Regulation S-K. On September 5,
1997, C&L provided the Company with its response to the Form 8-K (the "Response
Letter"), wherein it agrees with the statements made by the Company therein.
Although C&L's audit report on the Company's financial statements for the fiscal
year ended June 30, 1996 contained no adverse opinion or disclaimer of opinion
and was not qualified or modified as to uncertainty, audit scope or accounting
principles, the Response Letter states that such audit report should not be
relied upon because C&L has concluded that it is unable to rely on management's
representations. The Response Letter does not offer any reasons for such
statement except for the matters disclosed in the Form 8-K.
The Response Letter also describes certain "additional disagreements" (see
paragraph 1 of the Response Letter) between C&L and the Company. The Company did
not disclose such matters in the Form 8-K because the Company views such matters
not as "disagreements," within the meaning of Item 304 of Regulation S-K, but as
initial differences of opinion based upon incomplete facts and preliminary
information that were later resolved to C&L's satisfaction.
The Company has engaged the accounting firm of Cherry, Beckaert & Holland,
L.L.P. to reaudit the Company's financial statements for the fiscal year ended
June 30, 1996 and to audit the Company's financial statements for the fiscal
year ended June 30, 1997.
A copy of the Response Letter is attached hereto as Exhibit 16.1. The foregoing
description of the Response Letter is qualified in its entirety by reference to
the text thereof.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements: None.
(b) Pro Forma Financial Information: None
(c) Exhibits:
16.1 Response Letter of Coopers & Lybrand L.L.P.
required by Item 304(a)(3) of Regulation S-K.
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SIGNATURE
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this Report to be signed on
its behalf by the undersigned, thereunto duly authorized.
RETIREMENT CARE ASSOCIATES, INC.
By: /s/ Darrell C. Tucker
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Darrell C. Tucker, Its Treasurer
Dated as of September 5, 1997.
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EXHIBIT INDEX
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EXHIBIT NO. DESCRIPTION
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16.1 Response Letter of Coopers &
Lybrand L.L.P. required by Item
304(a)(3) of Regulation S-K.
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EXHIBIT 16.1
[COOPERS & LYBRAND LETTERHEAD]
September 5, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Retirement Care Associates, Inc.
("Company") pursuant to Item 4 of its Form 8-K, filed on August 21, 1997. In
addition to the matters reported in such Form 8-K, with which we agree,
additional disagreements with the Company relating to matters that would have
led to reference thereto in our report if such matters had not been resolved to
our satisfaction follow:
1. Prior to the completion of our audit of the Company's
June 30, 1996 financial statements, we discussed with
management of the Company our concerns with respect
to the realizability of notes and advances due to the
Company from affiliates. Management expressed their
disagreement with our view on this issue. As of
June 30, 1996, these notes and advances due from
affiliates totaled approximately $14.3 million.
Subsequent to June 30, 1996 but prior to the
completion of our audit, the Company, as a result
of our discussions with management, entered into a
series of transactions which had the effect of
reducing the balance of notes and advances due
from affiliates by approximately $14.2 million.
These transactions are described in Note 19 -
Subsequent Event to the Company's 1996 financial
statements.
2. In connection with our audit of the June 30, 1996
financial statements, we discussed with management
our views that the Company should increase its
allowances for doubtful accounts and Medicaid/
Medicare settlements, and also increase its accruals
for self-insured workers' compensation matters.
Initially, management disagreed with our views of the
need to increase provisions for these matters. Prior
to the completion of our audit, the Company increased
its provisions for these matters by approximately
$1,470,000 in the aggregate.
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As a result of the matters previously reported in the aforementioned Form 8-K,
we have concluded that we are unable to rely on management's representations and
do not intend to be associated with any of its filings which may be made
pursuant to the Securities Act of 1933 or the Securities Exchange Act of 1934.
Accordingly, our report dated September 27, 1996 (except for Note 19, as to
which the date is October 14, 1996) on our audit of the Company's financial
statements for the year ended June 30, 1996 should no longer be relied upon.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
Coopers & Lybrand L.L.P.
