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):
August 6, 1998
MEADOWBROOK REHABILITATION GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 0-19726 94-3022377
(State or other juris- (Commission (I.R.S. Employer ID.
diction of incorpora- File Number) Number)
tion)
2000 Powell Street, Suite 1203, Emeryville, California 94608
(Address of principal executive offices)
Registrant's telephone number, including area code (510)420-0900
not applicable
(Former name or former address, if changed since last report)
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS
(a) On August 6, 1998, the Registrant's Board of Directors, upon
recommendation of its Audit Committee, acted on its decision to change Arthur
Andersen LLP as the Registrant's principal independent accountant engaged to
audit the Registrant's financial statements.
The independent auditor's report of Arthur Andersen LLP on the consolidated
financial statements of the Registrant for each of the two years in the period
ended June 30, 1997, contained no adverse opinion or disclaimer of opinion and
was not qualified as to uncertainty, audit scope or accounting principle.
In connection with the Registrant's audit for each of the two years in the
period ended June 30, 1997, and in the subsequent interim period prior to the
change of Arthur Andersen LLP on July 22, 1998, (i) there were no disagreements
between the Registrant and Arthur Andersen LLP on any matter of accounting
principle or practice, financial statement disclosure, auditing scope or
procedure; and (ii) no matters with respect to the items listed in Item
304(a)(iv)(B) of Regulation S-B were applicable.
A letter from Arthur Andersen LLP stating whether or not it agrees with the
statements made by the Registrant above, and if not, to state the respects in
which it does not agree, is attached as Exhibit 16.1 to this Form 8-K.
(b) On August 7, 1998 the Registrant's Board of Directors, upon
recommendation of its Audit Committee, appointed Grant Thornton LLP as its new
independent accountants.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits:
16.1 Letter from Arthur Andersen LLP agreeing to the statements made
in the Form 8-K regarding the dismissal of independent
accountant.
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.
MEADOWBROOK REHABILITATION GROUP, INC.
(Registrant)
By: /s/ Harvey Wm. Glasser
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Harvey Wm. Glasser, Chairman of
the Board, President and CEO
Dated: August 10, 1998
<PAGE>
SECURITIES AND EXCHANGE COMMISSION
EXHIBIT
TO
FORM 8-K
DATED AUGUST 6, 1998
<PAGE>
EXHIBIT 16.1
<PAGE>
ARTHUR
ANDERSEN LLP
Suite 3500, Spear Street Tower, One Market
San Francisco, CA 94105-1019
415-546-8200
August 6, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read Item 4 included in the Form 8-K dated August 6, 1998 of Meadowbrook
Rehabilitation Group, Inc. (To be filed) with the Securities and Exchange
Commission and are in agreement with the statements contained therein.
Very truly yours,
ARTHUR ANDERSEN LLP
Copy to:
Mr. Sam Veazey,
Chief Financial Officer, Meadowbrook Rehabilitation Group, Inc.
