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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 18, 1996
HARBOR AMERICAN HEALTH CARE TRUST, INC.
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(Exact name of registrant as specified in its charter)
Maryland 33-11863 86-0576027
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(State or other (Commission (IRS Employer
jurisdiction of File Identification
incorporation) Number) Number)
2990 N. Swan Road, Suite 228, Tucson, Arizona 85712
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (520) 326-2000
Not Applicable
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(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a)(1)
(i) On December 18, 1996, Harbor American Health Care Trust,
Inc. (the "Trust") dismissed LaVoie, Clark, Charvoz & May
("LCC&M") as its independent accountants.
(ii) Each of the 1995 and 1994 Independent Auditor's Reports
issued by LCC&M was modified as follows: "The accompanying
financial statements have been prepared assuming that the
Trust will continue as a going concern. As discussed in
Note 1 to financial statements, the accumulation of losses
and carrying costs of an unleased facility raise a
substantial doubt about its ability to continue as a going
concern. Management's plans concerning these matters are
also described in Note 1. The financial statements do not
include any adjustments that might result from the outcome
of this uncertainty."
(iii) The decision to change accountants was approved by the
Board of Directors.
(iv) (A) During the fiscal years of the Trust ended December
31, 1995, December 31, 1994, and December 31, 1993,
there were no disagreements between LCC&M and the
Trust, whether or not resolved, on any matter of
accounting principles or practices, financial
statement disclosure, or auditing scope or procedure,
which, if not resolved to the former accountant's
satisfaction, would have caused it to make reference
to the subject matter of the disagreement in
connection with its reports.
(iv) (B) Not applicable
(iv) (C) Not applicable
(iv) (D) Not applicable
(iv) (E) Not applicable
(a)(2) The Trust has engaged Arthur Anderson LLP as the auditor
for the year ending December 31, 1996.
(i) and (ii) Not applicable
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ITEM 5. OTHER EVENTS
(a) ELECTION OF NEW DIRECTORS
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At the annual meeting of the stockholders of the Trust held on
December 18, 1996, the stockholders elected three new Directors to
fill the three existing vacancies. The By-Laws of the Trust provide
for the election of five (5) members of the Board. Grady P. Hunter
and F. Dale Markham were re-elected to the Board. The three new
Directors are: Thomas M. Clarke, Charles E. Trefzger and Thomas A.
White. The total votes for, against and abstaining from each
director are as follows:
<TABLE>
<CAPTION>
FOR AGAINST ABSTAIN
--- ------- -------
<S> <C> <C> <C>
Thomas M. Clarke 256,560.7324 3,939.0933 13,563.8056
Thomas A. White 256,560.7324 3,939.0933 13,563.8056
Grady P. Hunter 252,139.5817 3,939.0933 17,984.8056
F. Dale Markham 252,733.9666 7,799.0933 13,738.8056
Charles E. Trefzger 256,860.7324 3,939.0933 13,263.8056
</TABLE>
(b) APPROVAL OF TRUST NAME CHANGE
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At the annual meeting of the stockholders of the Trust held on
December 18, 1996, the stockholders voted to approve the name change
to Healthcare Investors of America, Inc. as presented in the proxy
statement dated November 1, 1996. The total votes cast for, against
and abstaining from the name change are 262,654.3007, 1,500.00, and
9,909.3306, respectively.
(c) SELECTION OF ACCOUNTANTS
------------------------
At the annual meeting of the stockholders of the Trust held on
December 18, 1996, the stockholders ratified the Board's selection of
Arthur Andersen LLP as independent auditors for the Trust for the
fiscal year ending December 31, 1996. The total votes cast for,
against and abstaining from the selection of accountants are
262,982.0556, 3,439.0933, and 7,642.4824, respectively.
(d) ELECTION OF OFFICERS
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At the annual meeting of the stockholders of the Trust held on
December 18, 1996, upon unanimous vote of the Directors, the
following officers were duly elected to serve until the next annual
meeting or until their respective successors are duly qualified and
elected:
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F. Dale Markham, Chairman
Thomas M. Clarke, President and Chief Financial Officer
Linda M. Clarke, Secretary and Treasurer
ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS
Not applicable
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable
(b) Not applicable
(c) Exhibits.
Exhibit 16 - Letter on 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.
Dated: December 26, 1996 HARBOR AMERICAN HEALTH CARE
TRUST, INC.
By: /s/ Thomas F. Clarke
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Thomas F. Clarke, President
and Chief Financial Officer
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LAVOIE, CLARK, CHARVOZ & MAY, P.C.
CERTIFIED PUBLIC ACCOUNTANTS
3320 N. CAMPBELL AVENUE, SUITE 200
TUCSON, ARIZONA 85719
(520) 322-0966
FACSIMILE: (520) 881-7392
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read and agree with the comments in Item 4(a)(1) of Form 8-K
of Harbor American Health Care Trust, Inc. dated December 26, 1996.
Sincerely,
/s/ LaVoie, Clark, Charvoz & May, P.C.
December 26, 1996
