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 the earliest event reported) December 30, 1999
THE WELLCARE MANAGEMENT GROUP, INC.
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(Exact Name of Registrant as Specified in Its Charter)
New York
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(State or Other Jurisdiction of Incorporation)
0-21684 14-1647239
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(Commission File Number) (IRS Employer Identification No.)
Park West/Hurley Ave. Extension
Kingston, NY 12401
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(Address of Principal Executive Offices) (Zip Code)
(813) 290-6328
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(Registrant's Telephone Number, Including Area Code)
None
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
(a) Dismissal of Registrant's Certifying Accountant.
(i) Deloitte & Touche LLP was previously the independent auditor for
The WellCare Management Group, Inc. On December 30, 1999, Deloitte & Touche LLP
was dismissed from such capacity.
(ii) Deloitte & Touche's report on Registrant's financial statements
for the years ended December 31, 1997 & 1998 did state that The WellCare
Management Group, Inc.'s recurring losses from operations, working capital
deficit, deficiency in assets and failure to maintain 100% of the contingent
reserve requirements of the New York State Department of Insurance raise
substantial doubts about the Registrant's ability to continue as a going
concern. Other than as set forth above, Deloitte & Touche's report on
Registrant's financial statements for the past two fiscal years did not contain
an adverse opinion or a disclaimer of opinion, and was neither qualified nor
modified as to uncertainty, audit scope, or accounting principles.
(iii) Registrant's decision to dismiss Deloitte & Touche as its
independent auditors was recommended and approved by its Board of Directors.
(iv) Deloitte & Touche LLP had a disagreement with Registrant's
previous management during the 1997 audit.
(A) The disagreement was in regards to the need for a
valuation allowance relating to deferred tax assets of the Company.
Deloitte & Touche LLP requested and the Company obtained an investment
banker's opinion as to the valuation of certain assets which could be
sold by the Company pursuant to a tax planning strategy, which thus
resolved the matter to the satisfaction of Deloitte & Touche LLP. Had
an opinion satisfactory to Deloitte & Touche LLP not been received and
had management maintained its stated position not to record a valuation
allowance relating to such deferred tax assets absent said opinion, it
would have caused Deloitte & Touche LLP to make reference to this
matter in their report on the Company's financial statements for the
year ended December 31, 1997.
(B) The Registrant's previous Board of Directors discussed the
above matter with Deloitte & Touche LLP.
(C) The Registrant has authorized Deloitte & Touche LLP to
respond fully to the inquiries of BDO Seidman LLP regarding the above
mentioned disagreement.
Other than as set forth above, during Registrant's two most recent
fiscal years and any subsequent interim period preceding such dismissal, there
were no disagreements with Deloitte & Touche on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of
Deloitte & Touche, would have caused them to make reference to the subject
matter of the disagreements(s) in connection with their opinion.
<PAGE>
(v) During Registrant's two most recent fiscal years and any subsequent
interim period preceding such dismissal, Registrant has had no reportable events
as defined in Item 304 (a) (1) (v) of Regulation S-K.
Item 7. Financial Statements and Exhibits.
Exhibits
16 Letter from Deloitte & Touche LLP regarding change in
certifying accountant.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, Registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
THE WELLCARE MANAGEMENT GROUP, INC
Date: January 5, 2000 By: /s/ Kiran C. Patel
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Kiran C. Patel, M.D.
Chairman of Board, President and CEO
Exhibit 16
January 5, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of The WellCare Management
Group, Inc.'s Form 8-K dated January 5, 2000, except that we have no basis on
which to agree or disagree with the comments on Item 4(a)(iii).
Yours truly,
/s/ Deloitte & Touche LLP
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