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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): APRIL 3, 2000
ATLANTIC PREFERRED CAPITAL CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
MASSACHUSETTS 000-25193 04-3439366
(STATE OR OTHER JURISDICTION (COMMISSION FILE NO.) (IRS EMPLOYER
OF INCORPORATION) IDENTIFICATION NUMBER)
101 SUMMER STREET, BOSTON, MA 02110
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(617) 880-1000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
NOT APPLICABLE
(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
THIS REPORT CONSISTS OF 6 SEQUENTIALLY NUMBERED PAGES. EXHIBIT INDEX APPEARS ON
PAGE 5.
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(A) PREVIOUS INDEPENDENT ACCOUNTANTS.
(i) On April 3, 2000, Registrant dismissed
Wolf & Company, P.C., as the independent accountants
for the Registrant.
(ii) The reports of Wolf & Company, P.C. on Registrant's
financial statements for the years ended December 31,
1999 and 1998 contained no adverse opinion or
disclaimer of opinion and were not qualified or
modified as to uncertainty, audit scope or accounting
principles.
(iii)The decision not to continue the relationship with
Wolf & Company, P.C. was recommended and approved by
the Registrant's Board of Directors, including the
members of the Audit Committee.
(iv) In connection with its audits for the years ended
December 31, 1999 and 1998 and through April 4, 2000,
there have been no disagreements with Wolf & Company,
P.C. 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 Wolf & Company,
P.C., would have caused them to make reference
thereto in their report on the financial statements.
(v) During the two most recent fiscal years and through
April 4, 2000, there were no "reportable events" as
that term is defined in Item 304(a)(1)(v) of
Regulation S-K.
Registrant has submitted a copy of this Form 8-K to Wolf &
Company, P.C. and has requested that Wolf & Company, P.C.
furnish Registrant with a letter addressed to the
Securities and Exchange Commission stating whether it
agrees with the statements made herein and, if not, stating
the respects in which it does not agree. Attached hereto as
Exhibit 16 is the letter from Wolf & Company, P.C.
(B) NEW INDEPENDENT ACCOUNTANTS.
Registrant has engaged KPMG LLP ("KPMG") as its new
independent accountants as of April 4, 2000. This decision
was made by the Registrant's Board of Directors, including
the members of the Audit Committee, on April 3, 2000.
The decision to engage KPMG is based on KPMG's experience
in providing accounting and auditing services to real
estate investment trusts. During the two most recent
fiscal years and through April 4, 2000,
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Registrant has not consulted with KPMG regarding either (i)
the application of accounting principles to a specified
transaction, either completed or proposed; or the type of
audit opinion that might be rendered on Registrant's
financial statements, and no written report or oral advice
was provided by KPMG that was an important factor
considered by Registrant in reaching a decision as to any
accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement,
as that term is defined in Item 304(a)(1)(iv) of Regulation
S-K and the related instructions thereto, or a "reportable
event", as that term is defined in Item 304(a)(1)(v).
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(C) EXHIBITS.
The following exhibits are filed herewith:
EXHIBIT NO. DESCRIPTION OF EXHIBIT
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16 Letter from Wolf & Company, P.C.
regarding change in certifying
accountant.
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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 hereunto duly authorized.
ATLANTIC PREFERRED
CAPITAL CORPORATION
Dated: April 6, 2000 By: /s/ John L. Champion
Name: John L. Champion
Title: Treasurer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION OF EXHIBIT PAGE NO.
- ----------- ---------------------- --------
16 Letter from Wolf & Company, P.C. regarding 6
a change in certifying accountant.
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Exhibit 16
Securities and Exchange Commission
Washington, D.C. 20549
We agree with the statements made by Atlantic Preferred Capital Corporation in
response to Item 304(a) of Regulation S-K, included on its Form 8-K dated April
3, 2000.
/s/ Wolf & Company, P.C.
Boston, Massachusetts
April 5, 2000
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