SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 14, 1996
(Date of Event Reported)
ALLEGIANT PHYSICIAN SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-19803 58-1774324
(Commission file number) (IRS Employer Identification Number)
500 Northridge Road, Suite 500
Atlanta, GA 30350
(Address of principle executive offices)
(770) 643-5555
(Registrant's phone number)
Item 4: Change in Registrant's Certifying Accountants.
(a) On November 14, 1996, Ernst & Young LLP ("Ernst & Young") resigned as
independent accountants to the Registrant. Ernst & Young's report on
the financial statements of the Registrant for the fiscal year ended
December 31, 1995 (the only year for which Ernst & Young was engaged
as independent accountants) did not contain any adverse opinion or
disclaimer of opinion and was not qualified or modified as to uncertainty,
audit scope, or accounting principles, except that Ernst & Young's report
included a reference to a substantial doubt about the Registrant's ability
to continue as a going concern. In connection with the audit of the
financial statements for the year ended December 31, 1995, Ernst & Young
reported to management that the following material weaknesses exist in the
internal control structure:
(1.) Procedures for reviewing and adjusting the allowances for doubtful
accounts and contractual allowances for patient receivables were
not adequate.
(2.) The timing of recognition of revenue on the sale of software was
not in accordance with generally accepted accounting principles.
(b) Management of the Registrant is addressing these weaknesses and believes
it has made progress towards resolving these concerns.
(c) During the Registrant's most recent fiscal year and the subsequent
interim period preceding Ernst & Young's resignation there has been no
disagreement with Ernst & Young on any matter of accounting principles or
practices, financial statement disclosure or auditing scope or procedure, which
disagreement, if not resolved to the satisfaction of Ernst & Young, would
have caused Ernst & Young to make reference to the matter in their report.
The Registrant previously filed a Form 8-K, dated January 23, 1996,
reporting the dismissal of Arthur Andersen LLP and the engagement of Ernst
& Young LLP on January 17, 1996 as its independent auditors. That Form 8-K
is incorporated herein by reference.
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits.
Exhibit 16.1 Letter from Ernst & Young LLP dated November 15, 1996,
addressed to Securities and Exchange Commission regarding the change in
certifying accountants.
Exhibit 16.2 Current report on Form 8-K, dated January 23, 1996 with
letter from Arthur Andersen LLP dated January 22, 1996 addressed to Securities
and Exchange Commission regarding the change in certifying accountants.
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.
ALLEGIANT PHYSICIAN SERVICES, INC.
(Registrant)
Date: November 15, 1996 By: /s/ James R. Begnaud
---------------------- -----------------------------
James R. Begnaud
Vice President and Chief Accounting
Officer
EXHIBIT 16.1 TO FORM 8-K
November 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 15, 1996, of Allegiant Physician
Services, Inc. and are in agreement with the statements contained in paragraphs
4(a) and (c) therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.
Regarding the registrant's statement concerning the lack of internal control
to prepare financial statements, included in paragraph 4(a) therein, we had
considered such matter in determining the nature, timing, and extent of
procedures performed in our audit or the registrant's 1995 financial statements.
ERNST & YOUNG LLP
EXHIBIT 16.2 TO FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF THE
SECURITIES EXCHANGE ACT OF 1934
January 17, 1996
(Date of Event Reported)
ALLEGIANT PHYSICIAN SERVICES, INC.
(Exact name of registrant as specified in its charter)
DELAWARE
(State or other jurisdiction of incorporation or organization)
0-19803 58-1774324
(Commission file number) (IRS Employer Identification Number)
500 Northridge Road, Suite 500
Atlanta, GA 30350
(Address of principle executive offices)
(770) 643-5555
(Registrant's phone number)
Item 4: Change in Registrant's Certifying Accountants.
(a) Previous independent accountants
(i) On January 17, 1996 Allegiant Physician Services, Inc. (the "Company"),
dismissed Arthur Andersen LLP as its independent accountants.
(ii) The reports of Arthur Andersen LLP on the consolidated financial
statements of the Company for the past two fiscal years ended December 31,
1994 and 1993, contained no adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles.
(iii) The decision to change accountants was approved by the Board of
Directors of the Company by unanimous written consent dated January 17, 1996.
(iv) In connection with its audits for the fiscal years ended December 31,
1994 and 1993, and through January 17, 1996, there have been no disagreements
with Arthur Andersen LLP on any matter of accounting principles or practices,
financial statement disclosures, or auditing scope or procedure, which
disagreements if not resolved to the satisfaction of Arthur Andersen LLP
would have caused them to make reference thereto in their report on the
financial statements for such years.
(v) During the two fiscal years ended December 31, 1994 and 1993, through
present, there have been no reportable events (as defined in Item 304(a)(1)(v)
of Regulation S-K) with Arthur Andersen LLP. The Company has requested that
Arthur Andersen LLP furnish it with a letter addressed to the Commission
stating whether or not it agrees with the above statements. A copy of such
letter, dated January 22, 1996, is filed as Exhibit 16.1 to this Form 8-K.
(b) New independent accountants
(i) The Company has engaged Ernst & Young LLP as its new independent
accountants as of January 17, 1996. During the two fiscal years ended December
31, 1994 and 1993, and through January 17, 1996, the Company has not consulted
with Ernst & Young LLP on items which concerned the application of accounting
principles to a specified transaction or the type of audit opinion which might
be rendered on the Registrant's financial statements or concerned the subject
matter of a disagreement or reportable event with former independent
accountants, (as described in Regulation S-K Item 304(a)(1)(v)).
Item 7: Financial Statements, Pro Forma Financial Information and Exhibits.
Exhibits.
Exhibit 16.1 Letter from Arthur Andersen LLP dated January 22, 1996, addressed
to Securities and Exchange Commission regarding the change in certifying
accountants.
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.
ALLEGIANT PHYSICIAN SERVICES, INC.
(Registrant)
Date: January 23, 1996 By: /s/ Timothy L. Powers
------------------ --------------------------
Timothy L. Powers
Vice President and Chief
Financial Officer
EXHIBIT 16.1 TO FORM 8-K
January 22, 1996
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street N.W.
Washington, D.C. 20549
Dear Sirs:
We have read Item 4 of the attached Form 8-K dated January 22, 1996 of
Allegiant Physician Services, Inc. to be filed with the Securities and
Exchange Commisiion and are in agreement with the statements contained
in paragraph 4(a) therein.
Very Truly Yours,
ARTHUR ANDERSEN LLP
