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FORM 8-K
SECURITIES AND EXCHANGE COMMISSIO
WASHINGTON, D.C. 20549
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1933
Date of Report (Date of earliest event reported):
December 9, 1998
ROBERTS PHARMACEUTICAL CORPORATION
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(exact name of registrant as specified in its charter)
NEW JERSEY 1-1-432 22-2429994
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification
incorporation) Number
Meridian Center II
4 Industrial Way West
Eatontown, New Jersey 07724
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(Address of principal executive offices, including zip code)
Registrant's telephone number, including area code: 732-676-1200
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(Former name or former address, if changed from last report)
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous independent accountants
(i) On December 2, Registrant received notice that
PricewaterhouseCoopers LLP resigned as the
independent accountants of Roberts Pharmaceutical
Corporation
(ii) The reports of PricewaterhouseCoopers LLP on the
financial statements for the past two fiscal
years contained no adverse opinion or disclaimer
of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting
principle.
(iii) N/A
(iv) In connection with its audits for the two most
recent fiscal years and through November 25,
1998, 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 thereto
in their report on the financial statements for
such years
(v) During the two most recent fiscal years and
through November 25, 1998, there have been no
reportable events (as defined in Regulation S-K
Item 304(a)(I)(v)
(vi) 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 9, 1998 is filed
as an exhibit to this Form 8-K
(b) New independent accountants
(i) The Registrant engaged Ernst & Young LLP as its new
independent accountants as of December 9, 1998.
During the two most recent fiscal years and
through December 9, 1998, the Registrant has not
consulted with Ernst & Young regarding either (i)
the application of accounting principles to a
specified transaction, either completed or
proposed; or the type of audit opinion that might
be rendered on the Registrant's financial
statements, and either a written report was
provided to the Registrant or oral advice was
provided that Ernst & Young concluded was an
important factor considered by the Registrant in
reaching a decision as to the accounting,
auditing or financial reporting issue; or (ii)
any matter that was either the subject of a
disagreement, as that term is defined in Item
304(a)(I)(iv) of Regulation S-K and the related
instructions to Item 304 of Regulation S-K, or a
reportable event, as that term is defined in Item
304(a)(I)(v) of Regulation S-K"
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act o
1934, the registrant has duly caused this report to be signed o
its behalf by the undersigned hereunto duly authorized
ROBERTS PHARMACEUTICAL CORPORATION
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(Registrant)
Date: December 9, 1998 By: /s/ Anthony A. Rascio
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Anthony A. Rascio
Vice President
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FORWARD LOOKING STATEMENT
Certain statements included in Item 5 of this form 8-K are
intended to be, and are hereby identified as, forward looking
statements for purposes of the safe harbor provided by Section 21E
of the Securities Exchange Act of 1934, as amended, and Section 27A
of the Securities Act of 1933, as amended. The Registrant cautions
readers that forward looking statements, including, without
limitation, those relating to the Registrant's future business
prospects, revenues, cost of sales, intangible dispositions and
write-offs, continuing operations and discontinued operations, and
liquidity and capital resources, are subject to certain risks and
uncertainties, including, without limitation, the ability of the
Registrant to secure regulatory approval in the United States and
in foreign jurisdictions for the Registrant's developmental
pipeline drugs, the efforts of the Registrant's competitors and the
introduction of rival pharmaceutical products which may prove to be
more effective than the Registrant's products, general market
conditions, the availability of capital, and the uncertainty over
the future direction of the healthcare industry, that could cause
actual results to differ materially from those indicated in the
forward looking statements.
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PRICEWATERHOUSECOOPERS
PricewaterhouseCoopers LLP
400 Campus Drive
P.O. Box 988
Florham Park NJ 07932
Telephone (973) 236 4000
Facsimile (973) 236 5000
December 9, 1998
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by Roberts Pharmaceutical
Corporation (copy attached), which we understand will be filed with
the Commission, pursuant to Item 4 or Form 8-K, as part of the
Company's Form 8-K report for the month of December, 1998. We
agree with the statements concerning our Firm in such Form 8-K.
Very truly yours,
/s/ Pricewatercoopers LLP
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PricewaterhouseCoopers LLP
Attachment
