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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): August 17, 1999
ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
(Name of Registrant as specified in its charter)
FLORIDA 33-22011-A 59-2858209
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(State or other jurisdic- (Commission (IRS Employer
tion of incorporation) File No.) Identification No.)
4900 North Habana Ave., Tampa, Florida 33614
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(Address of principal executive offices) Zip Code)
Registrant's telephone number, including area code: (813) 854-4668
Former name or former address, if changed since last report: None
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Item 4 Changes in Registrant's Certifying Accountant
(a)(1) Dismissal of Independent Accountants
(i) On August 17, 1999, St. Joseph's Physicians Associates,
Inc. (the "Registrant") dismissed Ernst & Young LLP ("E&Y") as its independent
accountants.
(ii) The reports of E&Y on the financial statements for the
past two fiscal years of the Registrant contained no adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
(iii) The decision to dismiss E&Y was made by a special
committee appointed by the Board of Directors, and the recommendation to dismiss
E&Y was approved by the Board of Directors.
(iv) There have been no disagreements with E&Y on any matter
of accounting principles or practices, financial statement disclosure or
auditing scope or procedure during the Registrant's two most recent fiscal years
or in the subsequent period through August 17, 1999 (the date of termination),
which disagreement(s), if not resolved to E&Y's satisfaction, would have caused
E&Y to make reference to the subject matter of such disagreement(s) in
connection with its reports.
(v) The Registrant has provided E&Y with a copy of the
foregoing disclosures and has requested in writing that E&Y furnish it with a
letter addressed to the Securities and Exchange Commission stating whether it
agrees with the statements set forth above. A copy of E&Y's letter to the
Securities and Exchange Commission is filed as an exhibit to this report in
accordance with Item 601 of Regulation S-B.
(b) Engagement of New Independent Accountant
(i) The Registrant engaged Kirkland, Russ, Murphy & Tapp,
P.A. ("KRM&T") as its new independent accountants as of August 17, 1999 to audit
the Registrant's financial statements for the period ended December 31, 1999.
During the two most recent fiscal years and through August 17, 1999, the
Registrant has not consulted with KRM&T regarding the application of accounting
principles or the type of audit opinions or any other matters that are set forth
in Item 304(a)(2)(i) and (ii) of Regulation S-B.
Item 7 Financial Statements and Exhibits
(a) Not applicable
(b) Not applicable
(c) Exhibits:
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<CAPTION>
Exhibit Number Exhibit Description
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<S> <C>
16.1 Letter from Ernst & Young LLP to the Securities and
Exchange Commission stating that it has reviewed Item
4 of the Form 8-K and is in agreement.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 24, 1999. ST. JOSEPH'S PHYSICIAN ASSOCIATES, INC.
By: /s/ N. Bruce Edgerton, M.D.
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N. Bruce Edgerton, M.D., President,
Director
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EXHIBIT 16.1
August 24, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated August 24, 1999, of St. Joseph's
Physician Associates, Inc. and are in agreement with the statements contained
in Item 4(a)(1)(ii) and Item 4(a)(1)(iv) on page 1 therein. We have no basis to
agree or disagree with the other statements of the registrant contained
therein.
/s/ Ernst & Young LLP
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