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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
Date of Report (Date of earliest event reported): OCTOBER 30, 1998
US DIAGNOSTIC INC.
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(Exact name of registrant as specified in charter)
DELAWARE
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(State or other jurisdiction of incorporation)
1-13392 11-3164389
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(Commission File Number) (IRS Employer Identification No.)
777 South Flagler Drive, Suite 1201, East Tower,
West Palm Beach, Florida 33401
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(Address of principal executive offices) (Zip Code)
Registrant's telephone no. including area code: (561)832-0006
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Item 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
The accounting firm of Arthur Andersen LLP ("Arthur Andersen")
represented US Diagnostic Inc. (the "Company") as its independent accountants
during each of the two fiscal years ending December 31, 1997 and 1996. The Board
of Directors of the Company, upon recommendation of its Audit Committee, has
unanimously determined to dismiss Arthur Andersen and to appoint Deloitte &
Touche LLP ("Deloitte & Touche") as the Company's independent accountants to
audit the Company's financial statements for fiscal year 1998 effective as of
October 30, 1998.
During the Company's two most recent fiscal years and subsequent
interim periods, for which Arthur Andersen was the Company's independent
auditors, there were no disagreements between the Company and Arthur Andersen on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which disagreements, if not resolved
to the satisfaction of Arthur Andersen, would have caused it to make reference
to the subject matter of the disagreement in connection with its reports. Arthur
Andersen's reports on the financial statements of the Company for the two most
recent fiscal years, for which Arthur Andersen was the Company's independent
auditors, did not contain an adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles.
Regulation S-K Item 304 requires that the following disclosure be made
as a result of the dismissal of Arthur Andersen and the appointment of Deloitte
& Touche reported herein. As a result of its audit of the Company's financial
statements for the fiscal year ended December 31, 1996, and in connection with
the restatement of the financial statements contained in the Company's Quarterly
Reports on Form 10-Q for each of the quarters ended March 31, 1996, June 30,
1996 and September 30, 1996, Arthur Andersen advised the Company that in their
opinion there were material weaknesses in the Company's internal controls
necessary to develop reliable financial statements. The Company's Board of
Directors discussed these matters with Arthur Andersen and approved the
aforementioned restatements. Although these matters were considered by Arthur
Andersen during their 1996 audit, Arthur Andersen's audit report concerning the
Company's financial statements for fiscal year ended December 31, 1996 contained
an unqualified opinion.
Arthur Andersen did not report to the Company any material weaknesses
in connection with their audit of the Company's financial statements for the
fiscal year ended December 31, 1997, and Arthur Andersen's audit report
concerning the Company's financial statements for fiscal year ended December 31,
1997 contained an unqualified opinion. The Company has authorized Arthur
Andersen to respond fully to the inquiries of Deloitte & Touche LLP concerning
all such matters.
Except as disclosed herein, during the two most recent fiscal years and
any subsequent interim period, there have been no "reportable events" as defined
in Regulation S-K Item 304(a) (1) (v) with Arthur Andersen.
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The Company requested and received from Arthur Andersen a letter
addressed to the Securities and Exchange Commission stating that it agrees with
the statements as set forth above, in connection with this filing. A copy of
that letter, dated October 30, 1998, is attached as Exhibit 16 with this filing.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS
16. Letter of Arthur Andersen LLP addressed to the Securities and Exchange
Commission dated October 30, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as
amended, the registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
US DIAGNOSTIC INC.
Dated: October 30, 1998 By: /s/ Joseph A. Paul
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Joseph A. Paul
Chief Executive Officer
and President
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Exhibit 16
October 30, 1998
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Sir/Madam:
We have read and agree with the statements in Item 4 of Form 8-K of US
Diagnostic Inc. dated October 30, 1998.
Very truly yours,
/s/ Arthur Andersen LLP
Copy to:
Wayne Moor,
Chief Financial Officer,
US Diagnostic, Inc.
