SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 1, 1999
Allion Healthcare, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 0-17821 11-2962027
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
33 Walt Whitman Road, Suite 200A, Huntington Station, N.Y. 11746
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: 516-547-6520
Former name or former address: The Care Group, Inc.
<PAGE>
Allion Healthcare, Inc. (the "Company") hereby amends and restate Items 4 and 7
of its Current Report on Form 8-K dated August 1, 1999 in their entirety to read
as follows
Item 4. Changes in Registrant's Certifying Accountant
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During the course of its Chapter 11 proceeding, the Company
rejected its contract with its principal accountant, Deloitte & Touche LLP
("Deloitte"). Following the confirmation of the Company's bankruptcy plan, the
Company received a letter from Deloitte, dated February 2, 1999, confirming the
termination of the parties' client-auditor relationship.
As stated in the order of the Bankruptcy Court approving the
Company's bankruptcy plan, given the state of the Company's records and the acts
and omissions of the Company's former Chief Financial Officer and management
group (which were publicly disclosed in a press release issued by the Company on
April 14, 1998), the Company was unable to complete its financial statements for
fiscal years 1997 and 1998, and no opinion was issued with respect thereto. In
connection with the 1997 audit, the Company did not have any disagreements with
Deloitte on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure. Deloitte was not engaged
to audit the Company's financial statements for any period subsequent to fiscal
year 1997.
In November 1998, the Company engaged the services of Holtz
Rubinstein & Company, LLP ("HR") as an outside accounting firm, which engagement
was approved by order of the Bankruptcy Court. HR has not, as of the date of
this report, been approved as Allion's outside auditor, however, the Company
expects to have a shareholders' vote regarding this issue as soon as practical.
The Company has requested Deloitte to furnish the Company with
a letter addressed to the Securities and Exchange Commission stating whether
Deloitte agrees with the above statements. A copy of the letter is attached as
Exhibit 18.1 to this Current Report on Form 8-K/A.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
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Exhibit 2.1 Confirmation Order dated February 1,1999.
2.2 First Amended Plan of Reorganization of The Care
Group, Inc., et al dated January 2, 1998.
3.1 Restated Certificate of Incorporation of the
Registrant, filed with the Secretary of
State of the State of Delaware on October 7,
1999.
3.2 Amended and Restated By-laws of the Registrant.
<PAGE>
10.1 Asset Purchase Agreement, dated as of June 25, 1999,
by and between The Care Group of Texas, Inc., Care
Line of Houston, Inc. and Osher Investments, Ltd.
10.2 Agreement, dated as of November 1, 1999, among The
Care Group, Inc., Commonwealth Certified Home Care,
Inc. and Visiting Nurse Service of New York Home
Care.
18.1 Letter of Deloitte & Touche LLP re: change in
accountants.
<PAGE>
SIGNATURES
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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.
Allion Healthcare, Inc.
(the Registrant)
Dated: November 2, 1999 By: /s/ Michael P. Moran
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Michael P. Moran
President and Chief Executive Officer
<PAGE>
EXHIBIT INDEX
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Exhibit Number Description
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*2.1 Confirmation Order dated February 1,1999.
*2.2 First Amended Plan of Reorganization of The Care Group, Inc.,
et al dated January 2, 1998.
*3.1 Restated Certificate of Incorporation of the
Registrant, filed with the Secretary of State of the
State of Delaware on October 7, 1999.
*3.2 Amended and Restated By-laws of the Registrant.
*10.1 Asset Purchase Agreement, dated as of June 25, 1999, by and
between The Care Group of Texas, Inc., Care Line of Houston,
Inc. and Osher Investments, Ltd.
*10.2 Agreement, dated as of November 1, 1999, among The Care
Group, Inc., Commonwealth Certified Home Care, Inc. and
Visiting Nurse Service of New York Home Care.
**18.1 Letter of Deloitte & Touche LLP re: change in accountants.
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* Previously filed.
** Filed herewith.
Exhibit 18.1
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DELOITTE & TOUCHE LLP Telephone: (212) 436-2000
Two World Financial Center Facsimile: (212) 436-5000
New York, New York 10281-1414
November 3, 1999
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of the Form 8-K/A of Allion Health Care.
Inc. dated November 2, 1999 and have the following comments:
o With respect to the first sentence of the first paragraph, we have no basis
on which to agree or disagree with the Company's comments. On February 2,
1999, we confirmed with the Company and the Securities and Exchange
Commission that the client-auditor relationship with Allion Health Care,
Inc. had ceased.
o With respect to the second paragraph (i) we have no basis to agree or
disagree with the Company's comments regarding the contents of the
Company's April 14, 1998 press release, and (ii) in or about March 1998, in
the conduct of our audit of the Company's December 31, 1997 financial
statements, we advised Company management and the Audit Committee that
because of errors in the Company's accounting records identified in
performing our audit procedures, we would have to extend the audit
procedures applied to accounts receivable balances and revenues recognized.
The Company did not disagree; however, management was unable to provide us
with account analyses and other supporting documentation required to
complete our audit procedures. Because the Company was unable to provide us
with account analyses and other supporting documentation required, we were
unable to complete the 1997 audit and did not issue any form of report
thereon. Further, we were not engaged to and did not perform an audit of
the Company's December 31, 1998 financial statements.
o With respect to the third paragraph, we have no basis to agree or disagree
with the Company's comments.
Yours truly,
/s/ Deloitte & Touche LLP
