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): September 8, 2008
MEDICAL PROPERTIES TRUST, INC.
(Exact Name of Registrant as Specified in Charter)
Commission File Number 001-32559
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Maryland
(State or other jurisdiction
of incorporation or organization)
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20-0191742
(I. R. S. Employer
Identification No.) |
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1000 Urban Center Drive, Suite 501
Birmingham, AL
(Address of principal executive offices)
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35242
(Zip Code) |
Registrant’s telephone number, including area code
(205) 969-3755
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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 4.01 |
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Changes in Registrant’s Certifying Accountant. |
The Audit Committee (the “Audit Committee”) of the Board of Directors of Medical Properties Trust,
Inc. (the “Company”) annually considers the selection of the Company’s independent registered
public accountants. On September 8, 2008, the Audit Committee elected to dismiss KPMG LLP (“KPMG”)
as the Company’s independent registered public accountants for the year ending December 31, 2008.
No Adverse Opinion or Disagreement. The audit reports of KPMG on the consolidated financial
statements and on the effectiveness of internal control over financial reporting of the Company as
of and for the years ended December 31, 2007 and 2006 did not contain an adverse opinion or
disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or
accounting principles.
During the two fiscal years ended December 31, 2007 and 2006 and the subsequent interim periods
through September 8, 2008: (1) 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 its audit reports on the consolidated financial
statements of the Company, and (2) 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 the foregoing disclosure. The Company has requested and
received a letter from KPMG, dated September 12, 2008, addressed to the Securities and Exchange
Commission. A copy of this letter is attached hereto as Exhibit 16.1 to this Current Report on
Form 8-K.
Also on September 8, 2008, the Audit Committee engaged PricewaterhouseCoopers, LLP (“PwC”),
effective immediately, to serve as the Company’s independent registered public accountants for the
year ending December 31, 2008. During the two fiscal years ended December 31, 2007 and 2006 and
the subsequent interim periods, the Company did not consult with PwC regarding any of the matters
or events set forth in Item 304(a)(2)(i) and (ii) of Regulation S-K.