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 21, 2001
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Concentra Operating Corporation
(Exact name of Registrant as specified in its charter)
Nevada 001-15699 75-2822620
(State or other (Commission File (I.R.S. Employer
jurisdiction of incorporation) Number) Identification Number)
5080 Spectrum Drive
Suite 400 - West Tower
Addison, Texas 75001
(Address of principal (Zip code)
executive offices)
Registrant's telephone number, including area code: (972) 364-8000
Not Applicable
(former address if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
At a meeting held on June 21, 2001, upon the recommendation of the Audit
and Compliance Committee, the Board of Directors of Concentra Operating
Corporation (the "Company") approved the engagement of PricewaterhouseCoopers
LLP ("PwC") as the Company's new independent public accountants. Arthur Andersen
LLP ("Andersen") was dismissed as the Company's independent public accountants
effective June 22, 2001. Prior to the engagement of PwC, neither the Company,
nor anyone acting on its behalf, consulted with PwC regarding the application of
accounting principles to a specific or contemplated transaction, or the type of
audit opinion that might be rendered on the Company's financial statements, or
any matter that was the subject of a disagreement or event as defined in Item
304(a)(1)(iv) of Regulation S-K.
The reports of Andersen on the Company's financial statements for the past
two years did not contain an adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope, or accounting
principles, except for the changes in accounting principles adopted during the
year ended December 31, 2000. These changes were discussed in Note 3 and Note 5
of those consolidated financial statements for the changes in the Company's
method of revenue recognition for its post payment bill review services and its
method of accounting for its derivatives which include the interest rate collar
arrangements. In connection with the audits of the Company's financial
statements for the fiscal years ended December 31, 2000, and December 31, 1999,
there were no disagreements with Andersen on any matters of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures which, if not resolved to the satisfaction of Andersen, would have
caused Andersen to make reference to the subject matter in their report. During
the two most recent fiscal years and the subsequent interim period through the
date of Andersen's dismissal, there were no "reportable events" (as such term is
defined in Item 304(a)(1)(v) of Regulation S-K).
A letter from Andersen addressed to the Securities and Exchange Commission
is included as Exhibit 16.1 to this Current Report on Form 8-K. Such letter
states that Andersen agrees with the statements made by the Company in this
Item 4.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 25, 2001, pursuant to Item 304(a)(3) of Regulation
S-K.
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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 thereunto duly authorized.
CONCENTRA OPERATING CORPORATION
(Registrant)
By: /s/ Richard A. Parr II
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Name: Richard A. Parr II
Title: Executive Vice President, General Counsel
& Secretary
Date: June 26, 2001
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INDEX TO EXHIBITS
EXHIBIT
NUMBER
16.1 Letter from Arthur Andersen LLP to the Securities and Exchange
Commission dated June 25, 2001, pursuant to Item 304(a)(3) of Regulation
S-K.
4