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): July 6, 1998
Commission File Number 1-14316
APRIA HEALTHCARE GROUP INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 33-0488566
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
3560 Hyland Avenue, Costa Mesa, CA 92626
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (714) 427-2000
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant
During the second quarter of 1998, Apria Healthcare
Group Inc. (the "Company") commenced a review of its
independent auditing services. As part of the process, the
Company evaluated the services provided by its existing
independent auditors, Ernst & Young, LLP, and interviewed
two other independent auditing firms. As a result of such
review and evaluation, the Company has elected, effective
July 6, 1998, to change the independent auditors for the
Company's fiscal year ending December 31, 1998. A successor
will be named in the near future. The following information
is provided in connection therewith:
A. Pursuant to Item 304(a)(1) of Regulation S-K, the
Company reports the following specific information:
(i) Effective July 6, 1998, the Company dismissed Ernst &
Young, LLP as its independent auditors for the fiscal year
ending December 31, 1998.
(ii) The reports of Ernst & Young, LLP on the financial
statements for each of the past two years contained no
adverse opinion or disclaimer of opinion, and no such report
was qualified or modified as to uncertainty, audit scope,
or accounting principles.
(iii) The decision to change independent auditors was
not recommended or approved by the Audit Committee of the
Company's Board of Directors.
(iv) There were no disagreements on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure, between the Company and its
independent auditors during the Company's two most recent
fiscal years or during the year-to-date period ended July 6,
1998.
B. No event requiring disclosure under Item 304(a)(2) of
Regulation S-K has occurred.
C. In accordance with the requirements of Item 304(a)(3)
of Regulation S-K, Ernst & Young, LLP has been provided with
a copy of the foregoing disclosures and has provided the
letter required by said item.
ITEM 7. EXHIBITS
Letter to the Securities and Exchange Commission from the
Company's former independent accountants, Ernst & Young,
LLP, regarding its concurrence with certain statements made
by the Company in the report concerning their resignation or
dismissal as the Company's principal accountants provided
pursuant to Item 304(a)(3) of Regulation S-K.
<PAGE>
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.
Registrant:
APRIA HEALTHCARE GROUP INC.
July 10, 1998
By:
----------------------------------
Robert S. Holcombe
Senior Vice President
<PAGE>
EXHIBIT INDEX
Exhibit Number Exhibit
- -------------- ------------------
1 Letter dated July 8, 1998 from Ernst & Young, LLP
addressed to the Securities and Exchange Commission.
EXHIBIT 1
July 8, 1998
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K of Apria Healthcare Group
Inc. with the date of July 6, 1998 and are in agreement with
the statements contained in Paragraphs A (i), (ii) and (iv)
of such item on Page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
ERNST & YOUNG, LLP
