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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
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 15, 1997
THE PEREGRINE REAL ESTATE TRUST
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(Exact name of registrant as specified in its charter)
California 0-9097 94-2255677
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation or Identification Number)
organization)
1300 Ethan Way, Suite 200
Sacramento, California 95825
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(Address of principal executive offices) (Zip Code)
(916) 929-8244
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(Registrant's telephone number, including area code)
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THE PEREGRINE REAL ESTATE TRUST
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) On September 15, 1997, Coopers & Lybrand L.L.P. ("C&L") was terminated
as The Peregrine Real Estate Trust's (the "Trust's") independent accountant. The
decision to change independent accountants was approved by the Trust's Audit
Committee on September 9, 1997.
C&L's report on the Trust's financial statements for each of the two
most recent fiscal years (the fiscal years ended December 31, 1996 and 1995) did
not contain an adverse opinion or a disclaimer of opinion, and was not modified
as to audit scope or accounting principle, however, it was modified as to
uncertainty surrounding the Trust's ability to continue as a going concern.
During the most recent fiscal year and subsequent interim periods preceding
C&L's termination (the fiscal year ended December 31, 1996 and interim periods
ended March 31, 1997 and June 30, 1997) there were no disagreements with C&L on
any matter of accounting principle or practices, financial statement disclosure,
or auditing scope or procedure, which would have caused it to make a reference
to the subject matter of the disagreement in connection with its report. In
C&L's Report to the Audit Committee for the fiscal year ended December 31, 1995,
C&L reported that the Trust's management had disagreed with their conclusion
regarding the existence of significant uncertainty about the Trust's ability to
continue as a going concern; however, C&L's report on the Trust's financial
statements for the year ended December 31, 1995, as contained in its Annual
Report on Form 10-K, was modified as to the uncertainty surrounding the Trust's
ability to continue as a going concern. C&L's termination was not related to
such disagreement. Furthermore, there were no reportable events during the two
most recent fiscal years or subsequent interim periods preceding C&L's
termination arising from C&L having advised the Trust (a) that the internal
controls necessary for the Trust to develop reliable financial statements do not
exist; (b) that information has come to its attention that has led it to no
longer be able to rely on management's representations or that has made it
unwilling to be associated with financial statements prepared by management; (c)
(1) of the need to expand significantly the scope or its audit or that
information has come to its attention that if further investigated may either
(i) materially impact the fairness or reliability of a previously issued audit
report or underlying financial statements or the financial statements issued or
to be issued covering the fiscal period subsequent to the date of the most
recent financial statements covered by an audit report or (ii) cause it to be
unwilling to rely on management's representations or be associated with the
Trust's financial statements and (2) due to C&L's termination, it did not so
expand the scope of its audit or conduct such further investigation; and (d) (1)
information has come to its attention that it has concluded materially impacts
the fairness or reliability of either (i) a previously issued audit report or
the underlying financial statements, or (ii) the financial statements issued or
to be issued covering the fiscal
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periods subsequent to the date of the most recent financial statements covered
by an audit report (including information that, unless resolved to its
satisfaction, would prevent it from rendering an unqualified report on those
financial statements) and (2) due to C&L's termination, the issue has not been
resolved to its satisfaction prior to its termination.
(b) Deloitte & Touche L.L.P. ("D&T") has been appointed by the Trust's Audit
Committee as the new independent accountant effective September 19, 1997. During
the Trust's two most recent fiscal years and the subsequent interim periods
prior to C& L's termination, the Trust did not consult with D&T regarding the
application of accounting principles to a specified transaction or the type of
audit opinion that might be rendered on the Trust's financial statements.
(c) During the interim period from the date of the Trust's last audited
financial statements to the date hereof, C&L performed certain agreed-upon
procedures with respect to the Trust's March 31, 1997 quarterly financial
statements and disclosures as contained in the Trust's Form 10-Q as of that
date. The Trust is not aware of any disagreements with C&L on any matter of
accounting principles or practices, financial statement disclosure or auditing
scope or procedure.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibit 16 - Letter from Coopers & Lybrand L.L.P. dated
September 18, 1997.
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 thereunto duly authorized.
THE PEREGRINE REAL ESTATE TRUST
Registrant
Date: November 5, 1997 /s/ Wendy G. Powell
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Wendy G. Powell
Vice President and Chief Accounting Officer
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EXHIBIT INDEX
Exhibit No. Description
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Exhibit 16 Letter from Coopers & Lybrand L.L.P. dated
September 18, 1997.
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Exhibit 16
COOPERS & LYBRAND L.L.P. Letterhead
September 18, 1997
Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by The Peregrine Real Estate Trust (copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of
September 1997. We agree with the statements concerning our Firm in such Form
8-K.
Very truly yours,
/s/ Coopers & Lybrand L.L.P.
COOPERS & LYBRAND L.L.P.
