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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: December 9, 1996
Commission File Number
33-99452
HINES HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Nevada 52-1720681
(State or other jurisdiction of (I.R.S. Employer Identification
incorporation or organization) Number)
12621 Jeffrey Road
Irvine, California 92720
(Address of principal executive offices) (Zip Code)
(714) 559-4444
(Registrant's telephone number, including area code)
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Item 4. Changes in Registrant's Certifying Accountant
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(a) Previous independent accountants
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(i) On October 28, 1996, Hines Holdings, Inc. dismissed Arthur
Andersen LLP as its independent accountants.
(ii) the reports of Arthur Andersen LLP on the consolidated
financial statements for the past two fiscal years contained
no adverse opinion or disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or
accounting principle.
(iii) The Registrant's Audit Committee and Board of Directors
participated in and approved the decision to change
independent accountants.
(iv) In connection with its audits for the two most recent fiscal
years and through October 28, 1996, there have been no
disagreements with Arthur Andersen LLP 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 Arthur
Andersen LLP would have caused them to make reference thereto
in their report on the consolidated financial statements for
such years.
(v) During the two most recent fiscal years and through October
28, 1996, there have been no reportable events (as defined in
Regulation S-K Item 304(a)(1)(v)).
(vi) The Registrant has requested that Arthur Andersen LLP furnish
it with a letter addressed to the SEC stating whether or not
it agrees with the above statements. A copy of such letter,
dated December 6, 1996, is filed as Exhibit 16 to this Form 8-
K.
(b) New independent accountants
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(i) The Registrant engaged Price Waterhouse L.L.P. as its new
independent accountants as of October 28, 1996. During the two
most recent fiscal years and through October 28, 1996, the
Registrant has not consulted with Price Waterhouse L.L.P. on
items which (1) were or should have been subject to SAS 50 or
(2) concerned the subject matter of a disagreement or
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reportable event with the former auditor, (as described in
Regulation S-K Item 304(a)(2).
OTHER INFORMATION:
Exhibit 16 Letter from Arthur Andersen LLP dated December 6, 1996.
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.
HINES HOLDINGS, INC.
(REGISTRANT)
Date: December 9, 1996 By: /s/ Claudia M. Pieropan
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Claudia M. Pieropan
Chief Financial Officer
(Duly authorized officer and
principal financial officer)
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[LOGO OF ARTHUR ANDERSEN]
______________________________
Arthur Andersen LLP
December 6, 1996 ______________________________
Suite 1100
Securities and Exchange Commission 18500 Von Korman Avenue
450 Fifth Street, NW Irvine CA 92612-0504
Washington, D.C. 20549 714 757 3100
Dear Sirs:
We have read Item 4 included in the attached Form 8-K/A dated December 9, 1996,
of Hines Holdings, Inc. to be filed with the Securities and Exchange Commission
and are in agreement with the statements contained therein.
Very truly yours,
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Copy to:
Ms. Claudia Pieropan, Chief Financial Officer
Hines Holdings, Inc.
