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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
July 14, 2000
Date of Report
(Date of earliest event reported)
OCCUPATIONAL HEALTH + REHABILITATION INC
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
0-21428 13-3464527
(Commission File Number) (IRS Employer Identification No.)
175 Derby Street, Suite 36
Hingham, Massachusetts 02043-5048
(Address of principal executive offices) (Zip Code)
(781) 741-5175
(Registrant's telephone number, including area code)
_________________________________________________________________________
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Item 4. Change in Registrant's Certifying Accountants.
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On July 14, 2000, Ernst & Young LLP ("Ernst & Young") resigned as the
independent public accountants auditing the financial statements of Occupational
Health + Rehabilitation Inc (the "Company") and its consolidated subsidiaries
and informed the Company's Audit Committee of such resignation. The resignation
was the result of a business decision made by the office serving the Company.
The reports of Ernst & Young on the consolidated financial statements of
the Company as of and for the years ended December 31, 1999 and 1998 did not
contain any adverse opinion or disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope or accounting principles, nor during the
same period of time or the subsequent interim periods through July 14, 2000 have
there been any disagreements with Ernst & Young on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to their satisfaction, would
have caused them to make reference to the subject matter of the disagreement in
connection with their reports. Furthermore, during the last two fiscal years of
the Company and the subsequent interim periods through July 14, 2000, there were
no "reportable events" as described in Item 304(a)(1)(v) of Regulation S-K.
The Company requested Ernst & Young to furnish a letter addressed to the
Securities and Exchange Commission stating whether it agrees with the above
statements. A copy of Ernst & Young's letter furnished to the Company is filed
herewith as an exhibit to this Current Report on Form 8-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(c) Exhibits.
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16.01 Letter from Ernst & Young LLP dated July 17, 2000, agreeing with the
disclosure contained in Item 4 of this Current Report on Form 8-K.
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SIGNATURE
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.
Date: July 21, 2000 OCCUPATIONAL HEALTH +
REHABILITATION INC
/s/John C. Garbarino
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John C. Garbarino
President and Chief Executive
Officer
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EXHIBIT INDEX
Exhibit No. Description
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16.01 Letter from Ernst & Young LLP dated July 17, 2000, agreeing with
the disclosure contained in Item 4 of this Current Report on
Form 8-K.
