AMERICAN HEALTHCHOICE INC /NY/
8-K, 1998-07-20
OFFICES & CLINICS OF DOCTORS OF MEDICINE
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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): July 2, 1998




                           AMERICAN HEALTHCHOICE, INC.
             ------------------------------------------------------
             (Exact name of registrant as specified in its charter)



        New York                      000-26740                 11-2931252
- ------------------------         ---------------------       -------------------
(State of incorporation)         (Commission File No.)         (IRS Employer
                                                             Identification No.)


            1300 W. WALNUT HILL LANE, SUITE 275, IRVING, TEXAS 75038
           ----------------------------------------------------------
           (Address of principal execute offices, including zip code)



                                 (972) 751-1900
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


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ITEM 6.  RESIGNATION OF REGISTRANT'S DIRECTORS

         Registrant was notified on July 2, 1998 that one of its directors,
Robert P. DePalo was resigning due to "irreconcilable differences of opinion
between the managing directors and [him] with respect to the governance of
AHIC."

         In separate actions, three other directors of the Company have
resigned, namely, Messrs. David Love, Peter Leach and Mandell Sherman. Only Mr.
DePalo requested that his resignation letter be made public and it is attached.
Two new directors have been appointed to fill two of the vacancies. They are
John Mansfield and James Roberts.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

             (a)    Not Applicable.

             (b)    Not Applicable.

             (c)    Exhibits. The following exhibits are being filed herewith:

                    Letter from resigning director.


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                                   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.


July 17, 1998

                                       AMERICAN HEALTHCHOICE, INC.


                                           /s/ Jay Stucki
                                       -----------------------------------------
                                       Jay Stucki, Executive Vice President



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                               INDEX TO EXHIBITS


     EXHIBIT
     NUMBER                         EXHIBIT
     -------                        -------

      99(c)             Letter from resigning director         

<PAGE>   1
                                                                   EXHIBIT 99(c)

                                Robert P. DePalo
                      Director American HealthChoice, Inc.
                               208-16 38th Avenue
                             Bayside, New York 11361
                               Tel: (718) 428-7916
                               Fax: (718) 279-2192

                                                                    July 2, 1998


The Board of Directors
American HealthChoice, Inc.
1300 West Walnut Lane
Irving, Texas 75038

Gentlemen,

I have come to the conclusion that there exist irreconcilable differences of
opinion between the managing directors and me with respect to the governance of
AHIC. These differences, when coupled with the intractability of management
thereon have made it impossible for me to continue to act effectively as a
director of the company.

Most recently, the company held a meeting of the board of directors on June 30,
1998 and senior management was successful in imposing their will to force the
company into reorganization under The US Bankruptcy code. I as a director of the
company relying on the financial reporting of the company by senior management
still believe that the company has ample assets to seek enough account
receivable and asset financing to reorganize the company and protect our
shareholders interest. I believe that the bankruptcy process will cost the
company approximately $500,000 in legal and administrative fees and these funds
are better used to stabilize the company in an orderly liquidation and
reorganization of the company. In addition, I do not believe that the company
has explored all its options for financing. As recently as April 1998, Dr.
Stucki informed me in writing that the company was stable and receivable
financing was obtainable.

Therefore, it is with great regret that I hereby tender my resignation as a
director of American HealthChoice, Inc. effectively immediately. I also request,
pursuant to SEC regulations that my resignation and the content of this letter
be disclosed in a form 8-K to be filed by AHC.

Sincerely,


/s/ Robert P. DePalo
Robert P. DePalo




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