<PAGE> 1
UNITED STATES
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) June 2, 2000
-------------------------------
THE TESSERACT GROUP, INC.
-------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
MINNESOTA 1-11111 41-1581297
------------------------------------------------------------------------------
(State or other jurisdiction) (Commission File Number) (IRS Employer
of incorporation Identification No.)
3820 E. Ray Road
NO. 2
PHOENIX, ARIZONA 85044
---------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 706-2500
--------------------------
-------------------------------------------------------------------------------
(Former Address, if Changed Since Last Report)
<PAGE> 2
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Effective June 2, 2000, PricewaterhouseCoopers,LLP has resigned as
the independent accountant responsible for auditing the financial
statements of the TesseracT Group, Inc. (the "Company").
The report of PricewaterhouseCoopers,LLP on the Company's financial statements
for the fiscal year ended June 30, 1999 did not contain an adverse opinion or a
disclaimer of opinion and was not qualified or modified as to uncertainty, audit
scope or accounting principles, except their report was modified with respect to
the Company's ability to continue as a going concern. In connection with the
audit of the fiscal year ended June 30, 1999 and through June 2, 2000, there
have been no disagreements between the Company and PricewaterhouseCoopers,LLP on
any matter concerning accounting principles or practices, financial statement
disclosure or auditing scope or procedure which,if not resolved to the
satisfaction of PricewaterhouseCoopers,LLP, would have caused it to make
reference to the subject matter of the disagreement in connection with its
report.
Item 7. EXHIBITS.
16 Letter regarding change in certifying 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, thereunto duly authorized.
THE TESSERACT GROUP, INC.
Date: June 8, 2000 By /S/ DEBRA TAYLOR JOHNSON
---------------------------------------
Debra Taylor Johnson
Chief Financial Officer
<PAGE> 3
EXHIBIT INDEX
NO. EXHIBIT PAGE
16 Letter regarding change in certifying accountant. Filed
Electronically