UNITED STATES
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
Date of Report (Date of earliest event reported): August 23, 2004
U.S. PHYSICAL THERAPY, INC.
(Exact name of registrant as specified in its charter)
Nevada 76-0364866
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1300 West Sam Houston Parkway South, Suite 300, Houston, Texas 77042
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (713) 297-7000
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2 below):
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12(b) under the Exchange Act (17
CFR 240.14a-12(b))
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
Item 4.01 Changes in Registrant's Certifying Accountant
On August 23, 2004, KPMG LLP ("KPMG") was dismissed as independent public
accountants for U.S. Physical Therapy, Inc. (the "Company"), effective upon that
date, and, on August 27, 2004, Grant Thornton LLP was appointed as the new
independent public accountants for the Company to replace KPMG for the fiscal
year ending December 31, 2004. The decision to dismiss KPMG and to appoint Grant
Thornton LLP was approved by the Audit Committee with the concurrence of the
Board of Directors.
KPMG's reports on the Company's financial statements for the past two
fiscal years did not contain an adverse opinion or disclaimer of opinion, nor
were they qualified or modified as to uncertainty, audit scope or accounting
principles.
In connection with the Company's two most recent fiscal years and the
period from January 1, 2004 through August 23, 2004, there were no disagreements
with KPMG 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 KPMG, would have caused it to make reference
to the subject matter of the disagreements in connection with its report; and
there were no reportable events as defined in Item 304(a)(1)(v) of Regulation
S-K.
The Company provided KPMG with a copy of this Item and requested that KPMG
furnish the Company with a letter addressed to the Commission stating whether it
agrees with the statements by the Company in this Item and, if not, stating the
respects in which it does not agree. A letter from KPMG to such effect is
attached hereto as Exhibit 16.1.
During the Company's two most recent fiscal years and through the date of
this Form 8-K, the Company did not consult Grant Thornton LLP with respect to
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 consolidated financial statements, or any other matters or
reportable events listed in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 8.01 Other Events
On August 27, 2004, the Company also announced certain additions to its
management team. Michael Lang will rejoin U.S. Physical Therapy effective
September 1, 2004 as Senior Vice President of Development. He will oversee all
new clinic development activities including partner recruitment and will report
directly to Chris Reading, the Company's Chief Operating Officer. Lester Keizer
also joined the Company as Vice President of Contract Development and he also
reports directly to Mr. Reading. The press release is attached hereto as Exhibit
99.1.
Item 9.01 Financial Statements and Exhibits
(a) None.
(b) None.
(c) Exhibits
Exhibits Description of Exhibits
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16.1 Letter of KPMG LLP regarding change in certifying accountant.
99.1 Press Release
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 hereunto duly authorized.
U.S. PHYSICAL THERAPY, INC.
Dated: August 27, 2004 By: /s/ LAWRANCE W. MCAFEE
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Lawrance W. McAfee
Chief Financial Officer
(duly authorized officer and principal financial
and accounting officer)
INDEX TO EXHIBITS
EXHIBIT DESCRIPTION OF EXHIBIT
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16.1 Letter of KPMG LLP regarding change in certifying accountant.*
99.1 Press Release dated August 27, 2004.*
* Furnished herewith