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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): August 17, 2000
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Total Renal Care Holdings, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-4034 51-0354549
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
21250 Hawthorne Boulevard, Suite 800, Torrance, California 90503
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (310) 792-2600
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Accountant.
(a) Previous Independent Accountants
On August 17, 2000, Total Renal Care Holdings, Inc. ("TRCH") dismissed
PricewaterhouseCoopers LLP ("PWC") as its independent audit firm.
The audit reports of PWC on the consolidated financial statements of TRCH
and subsidiaries for each of the years in the two-year period ended December 31,
1999 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 that (a) the report on the year ended December 31, 1999 contained a going
concern explanatory paragraph because TRCH was not in compliance with certain
debt covenants and the lenders had the ability to declare an event of default
and an acceleration of amounts due and (b) the report on the year ended December
31, 1998 was updated in connection with the restatement of the consolidated
financial statements for the year ended December 31, 1998, and included a
reference to the non-compliance with the debt covenants as of December 31, 1999.
On July 14, 2000 a restructuring of the credit facilities was completed and TRCH
is now in compliance with its credit facility covenants.
The decision to change the independent audit firm was recommended by TRCH's
Audit Committee and approved by TRCH's Board of Directors.
During the two fiscal years ended December 31, 1999, and the subsequent
interim period through August 17, 2000, there were no disagreements with PWC on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedures, which disagreements if not resolved
to PWC's satisfaction, would have caused them to make reference to the subject
matter of the disagreement in connection with its reports on the consolidated
financial statements for such years.
During the past two fiscal years and through August 17, 2000, PWC has not
advised TRCH of any reportable events (as defined in Item 304 (a)(1)(v) of
Regulation S-K under the Securities Exchange Act of 1934), except that PWC had
informed the Audit Committee in a letter dated May 20, 2000 that a reportable
condition existed during fiscal year 1999 (but not as of year end 1999 closing)
relating to the reconciliation of general ledger control accounts. The condition
did not result in any disagreement or difference in opinion between TRCH and
PWC.
TRCH requested that PWC furnish it with a letter addressed to the
Securities and Exchange Commission stating whether or not it agrees with the
statements above and, if not, stating the respects in which it does not agree.
A copy of such letter is attached hereto as Exhibit 16 and is incorporated
herein by reference.
(b) New Independent Accountants
TRCH engaged KPMG LLP ("KPMG") as its new certifying accountant as of
August 22, 2000. During the two most recent fiscal years and through the date
of its engagement, TRCH has not consulted with KPMG regarding any matters
specified in Items 304(a)(2)(i) or (ii) of Regulation S-K under the Securities
Exchange Act of 1934. TRCH has authorized PWC to respond fully to any inquiries
from KPMG relating to its engagement as TRCH's independent accountant.
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Item 7. Financial Statements and Exhibits.
(c) Exhibits
16. Letter from PricewaterhouseCoopers LLP re Change in Certifying
Accountant
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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.
TOTAL RENAL CARE HOLDINGS, INC.
Date: August 23, 2000 /s/ Richard K. Whitney
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Richard K. Whitney
Chief Financial Officer
