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
December 5, 1997
Date of Report (Date of earliest event reported)
HOMESTEAD VILLAGE INCORPORATED
(Exact Name of registrant as specified in its charter)
Maryland 1-12269 74-2770966
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification
incorporation) Number)
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2100 RiverEdge Parkway, 9th Floor
Atlanta, Georgia 30328
(Address of principal executive offices)
(770) 303-2200
(Registrant's telephone number)
Not applicable
(Former name or former address, if changed since last report)
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Item 4. Changes in Company's Certifying Accountant.
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On December 5, 1997, Homestead Village Incorporated (the "Company")
dismissed the firm of Ernst & Young LLP ("Ernst & Young") as the Company's
principal accountant to audit the Company's financial statements and
engaged the firm of Arthur Andersen LLP ("Arthur Andersen"), as the
Company's principal accountant to audit the Company's financial statements
for the fiscal year ending December 31, 1997. The decision to change
accountants was approved by the Audit Committee of the Board of Directors
of the Company.
Ernst and Young's report on the financial statements of the Company,
for the fiscal year ending December 31, 1996, did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope, or accounting principles. In connection with the
audit of the Company's financial statements for the fiscal year ended
December 31, 1996, and in subsequent interim periods, there has never been
any disagreement with Ernst & Young on any matter of accounting principle
or practice, financial statement disclosure, or auditing scope or
procedure, which disagreement, if not resolved to the satisfaction of Ernst
& Young, would have caused it to make reference to the subject matter of
the disagreement in connection with its report. In addition, there has
never been a reportable event as described in paragraph (a)(1)(v) of Item
304 of Regulation S-K, promulgated under the Securities Exchange Act of
1934 (a "Reportable Event").
Prior to engaging Arthur Andersen, the Company had never consulted
Arthur Andersen concerning either (i) the application of accounting
principles to a specified completed or uncompleted transaction; (ii) the
type of audit opinion that might be rendered on the Company's financial
statements; (iii) a written report or oral advice that the new accountant
concluded was an important factor considered by the Company in reaching a
decision as to an accounting, auditing or financial reporting issue; or
(iv) any matter that was the subject of a Reportable Event.
The letter from Ernst & Young evidencing its agreement with the
statements made by the Company herein is attached as Exhibit 99.1.
Item 7. Exhibits.
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(c) Exhibits
99.1 Letter from Ernst & Young.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: December 5, 1997 HOMESTEAD VILLAGE INCORPORATED
By: /s/ Jeffrey A. Klopf
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Name: Jeffrey A. Klopf
Title: Senior Vice President and
Secretary
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December 12, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated December 5, 1997, of Homestead Village
Incorporated and are in agreement with the statements contained in the second
paragraph on page two therein. We have no basis to agree or disagree with
other statements of the registrant contained therein.
/s/ ERNST & YOUNG LLP
