UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) January 18, 2000
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
(Exact Name of Registrant as Specified in its Charter)
MISSOURI 000-11023 43-1250566
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
1100 Main, Suite 2100, Kansas City, MO 64105
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (816) 421-4670
<PAGE>
Item 4. Changes in Control of Registrant's Certifying Accountant.
(a) Previous independent accountants.
(i) On or about January 18, 2000, Maxus Real Property
Investors-Four, L.P. (formerly known as Nooney Real Property Investors-Four,
L.P.) (the "Registrant") dismissed Deloitte & Touche LLP as the Registrant's
independent accountants.
(ii) For the fiscal year ended 1997, Deloitte & Touche LLP's
report on the financial statements was modified to include an explanatory
paragraph regarding a going concern uncertainty. Deloitte & Touche LLP's report
on the financial statements for the fiscal year ended 1998, which were prepared
on a liquidation basis, was unmodified.
(iii) The decision to dismiss Deloitte & Touche LLP as the
Registrant's independent accountants was recommended by the Registrant's general
partner.
(iv) During the Registrant's fiscal years ending November 30,
1997 and November 30, 1998 and the subsequent interim period preceding the
dismissal, there were no disagreements with Deloitte & Touche LLP on any matter
of accounting principles or practices, financial statement disclosure, or
auditing scope or procedure which, if not resolved to the satisfaction of
Deloitte & Touche LLP, would have caused Deloitte & Touche LLP to make reference
to the subject matter of the disagreement(s) in connection with their report.
(v) During the periods listed in item (iv) above, there have
been no "reportable events" (as defined in paragraph (a)(1)(v) of Item 304 of
Regulation S-K).
(vi) The Registrant provided Deloitte & Touche LLP with a copy
of this amended disclosure, and Deloitte & Touche LLP furnished the Registrant
with a letter addressed to the Securities and Exchange Commission (the
"Commission") stating that it agrees with the above statements. (A copy of the
Deloitte & Touche LLP letter addressed to the Commission is filed as an exhibit
hereto.)
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(a) Financial Statements of Business Acquired
Not applicable.
(b) Pro Forma Financial Information
Not applicable.
2
<PAGE>
(c) Exhibits
16.1 Letter of Deloitte & Touche LLP dated February 15,
2000 regarding change in certifying accountant.
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.
MAXUS REAL PROPERTY INVESTORS-FOUR, L.P.
Missouri limited partnership
By: Maxus Capital Corp., the Registrant's
General Partner
Date: February 15, 2000 By: /s/ Daniel W. Pishny
Daniel W. Pishny
President
3
<PAGE>
EXHIBIT INDEX TO FORM 8-K/A
Exhibit
Number Description
16.1 Letter of Deloitte & Touche LLP dated February 15, 2000
regarding change in certifying accountant.
4
<PAGE>
Deloitte &
Touche ------------------------------------------------------
- ------------ Deloitte & Touche LLP Telephone: (314) 342 4900
One City Centre
St. Louis, Missouri 63101
February 15, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K/A of Maxus Real
Property Investors-Four, L.P. (formerly Nooney Real Property Investors-Four,
L.P.) dated February 15, 2000.
Yours truly,
/s/ Deloitte & Touche LLP
cc: Mr. Daniel W. Pishny
- ---------------
Deloitte Touche
Tohmatsu
- ---------------
