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) June 23, 1997
RIGHTCHOICE MANAGED CARE, INC.
(Exact name of registrant as specified in its charter)
Missouri 1-13248 43-1674052
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1831 Chestnut Street, St. Louis, Missouri 63103-2275
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (314) 923-4444
Item 4. Changes in Registrant's Certifying Accountant
(a) On June 23, 1997, RightCHOICE Managed Care, Inc. (the company)
dismissed Price Waterhouse LLP (PW) as its independent
accountants.
The reports of PW on the financial statements for the
past two fiscal years contained no adverse opinion or
disclaimer of opinion and were not qualified or modified
as to uncertainty, audit scope or accounting principle.
The company's Audit Committee participated in and
approved the decision to change independent accountants.
In connection with its audits for the two most recent
fiscal years and through June 23, 1997, there have been
no disagreements with PW 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 PW would have caused them to
make reference thereto in their report on the financial
statements for such years.
During the two most recent fiscal years and through
June 23, 1997, there have been no reportable events (as defined
in Regulation S-K Item 304(a)(1)(v)).
The company has requested that PW furnish it with a letter
addressed to the SEC stating whether or not it agrees with
the above statements. A copy of such letter, dated
June 27, 1997, is filed as Exhibit 16 to this Form 8-K.
(b) The company engaged Coopers & Lybrand LLP (C&L) as its
new independent accountants as of June 23, 1997. During
the two most recent fiscal years and through June 23,
1997, the company has not consulted with C&L regarding
either (i) the application of accounting principles to a
specified transaction, either completed or proposed; or the
type of audit opinion that might be rendered on the company's
financial statements, and either a written report was provided
to the company or oral advice was provided that C&L concluded
was an important factor considered by the company in reaching
a decision as to the accounting, auditing or financial reporting
issue; or (ii) any matter that was either the subject of a
disagreement, as that term is defined in Item 304(a)(1)(iv) of
Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event, as that term is defined
in Item 304(a)(1)(v) of Regulation S-K.
EXHIBIT INDEX
16 Letter from Price Waterhouse LLP dated June 27, 1997.
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.
RightCHOICE Managed Care, Inc.
June 27, 1997 /s/ SANDRA VAN TREASE
Sandra Van Trease
Senior Vice President and
Chief Financial Officer
Exhibit 16
[Price Waterhouse LLP Letterhead]
June 27, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and gentlemen:
We have read Item 4 of RightCHOICE's Form 8-K dated June 23, 1997 and are
in agreement with the statements contained in paragraph 4(a) therein.
Yours very truly,
Price Waterhouse LLP
