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 10, 1998
Date of Report (Date of earliest event reported)
AMERICAN DRUG COMPANY
(Exact Name of Registrant as Specified in Charter)
Delaware 033-78252 13-3729186
(State or Other Juris- (Commission (I.R.S. Employer
diction of Incorporation) File Number) Identification No.)
9 West 57th Street, New York, New York 10019
(Address of principal executive offices) (Zip Code)
(212) 230-9500
(Registrant's telephone number, including area code)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountants
KPMG Peat Marwick LLP was previously the principal accountants
for American Drug Company and subsidiary (the "Company"). On November 10, 1998,
that firm's appointment as principal accountants was terminated and Richard A.
Eisner & Company, LLP was engaged as principal accountants to audit the accounts
of the Company and subsidiaries for the year ending December 31, 1998. The
decision to change accountants was recommended by the Board of Directors of the
Company.
In connection with the audits of the fiscal years ended
December 31, 1996 and December 31, 1997, and the subsequent interim periods
through June 30, 1998, there were no disagreements through November 10, 1998
with KPMG Peat Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to their satisfaction, would have caused them to
make reference in connection with their opinion to the subject matter of the
disagreement.
The audit reports of KPMG Peat Marwick LLP on the consolidated
financial statements of the Company as of and for the years ended December 31,
1997 and December 31, 1996 did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope or
accounting principles, except as follows: KPMG Peat Marwick LLP's auditors'
report on the consolidated financial statements of the Company and its
subsidiary as of and for the years ended December 31, 1997 and 1996 contained a
separate paragraph stating that "the Company has suffered recurring losses from
operations and has an accumulated deficit that raise substantial doubt about its
ability to continue as a going concern." Management's plans in regard to these
matters are also described in Note 3. The consolidated financial statements do
not include any adjustments that might result from the outcome of this
uncertainty. A letter from KPMG Peat Marwick LLP is attached as Exhibit 16.
Item 7. Financial Statements and Exhibits
c. Exhibits
16. Letter from KPMG Peat Marwick LLP re change in certifying
accountant. Filed herewith. 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 thereunto duly authorized.
American Drug Company
(Registrant)
Dated: November 18, 1998 By: Cindy Klugman
Vice President
EXHIBIT 16
(KPMG PEAT MARWICK LLP LETTERHEAD)
November 18, 1998
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for American Drug Company and, under
the date of March 27, 1998 we reported on the consolidated financial statements
of American Drug Company and subsidiary as of and for the years ended December
31, 1997 and 1996. On November 10, 1998 our appointment as principal accountants
was terminated. We have read American Drug Company's statements included under
Item 4 of its Form 8-K dated November 18, 1998 and we agree with such
statements, except that we are not in a position to agree or disagree with
American Drug Company's statement that the change was recommended by the Board
of Directors.
Very truly yours,
KPMG Peat Marwick LLP
