VANTAS INC
8-K, 1999-12-10
OPERATORS OF NONRESIDENTIAL BUILDINGS
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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 3, 1999



                              VANTAS INCORPORATED
            (Exact name of Registrant as specified in its Charter)




                                    Nevada
                           (State of Incorporation)


         0-18274                                     13-3353508
(Commission File Number)                      (IRS Employer Id. Number)


                                 90 Park Avenue                   10016
                               New York, New York               (Zip Code)
                    (Address of principal executive offices)

                                (212) 907-6400
             (Registrant's telephone number, including area code)


<PAGE>


Item 4.   Changes in Registrant's Certifying Accountant

(a)       Previous Independent Accountants

          (i)     On December 3, 1999, VANTAS Incorporated (the "Registrant")
                  discharged PricewaterhouseCoopers LLP as its independent
                  accountants. The Registrant's Board of Directors, including
                  all members of the Audit Committee, participated in and
                  approved the decision to change independent accountants.

          (ii)    The reports of PricewaterhouseCoopers LLP on the financial
                  statements for the two fiscal years ended June 30, 1998 and
                  for the transition period ended December 31, 1998 contained
                  no adverse opinion or disclaimer of opinion and were not
                  qualified or modified as to uncertainty, audit scope or
                  accounting principle.

          (iii)   In connection with its audits for the two fiscal years ended
                  June 30, 1998 and for the transition period ended December
                  31, 1998 and through December 3, 1999, there have been no
                  disagreements with PricewaterhouseCoopers LLP on any matter
                  of accounting principles or practices, financial statement
                  disclosure, or auditing scope or procedure, which
                  disagreements if not resolved to the satisfaction of
                  PricewaterhouseCoopers LLP would have caused them to make
                  reference in their report on the financial statements for
                  such periods.

          (iv)    During the two fiscal years ended June 30, 1998 and for the
                  transition period ended December 31, 1998 and through
                  December 3, 1999, there have been no reportable events (as
                  defined in Regulation S-K Item 304(a)(1)(v)).

          (v)     The Registrant has requested that PricewaterhouseCoopers LLP
                  furnish it with a letter addressed to the SEC stating
                  whether or not it agrees with the above statements. A copy
                  of such letter, dated December 7, 1999, is filed as Exhibit
                  16 to this Form 8-K.

(b)       New independent accountants

          On December 3, 1999, the Board of Directors of the Registrant
          approved the engagement of Ernst & Young LLP as the Registrant's new
          independent accountants.

(c)       Exhibits

          16      Letter of PricewaterhouseCoopers LLP




<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.

                             VANTAS INCORPORATED
                             (Registrant)


                            By:  /s/ David W. Beale
                                 ----------------------------------------------
                                 Name:    David W. Beale
                                 Title:   President and Chief Executive Officer


Date: December 8, 1999



December 7, 1999

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

Commissioners:

We have read the statements made by VANTAS Incorporated (copy attached),
which we understand will be filed with the Commission, pursuant to Item 4 of
Form 8-K, as part of the Company's Form 8-K report dated December 3, 1999.
We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,



/s/  PricewaterhouseCoopers LLP
- ------------------------------------
PricewaterhouseCoopers LLP


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