<PAGE>
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
Date of Report (Date of earliest event reported): APRIL 1, 1996
----------------------------
FIRST CAPITAL INCOME PROPERTIES, LTD - SERIES VIII
- -------------------------------------------------------------------------------
(Exact Name of Registrant As Specified In Its Charter)
FLORIDA 0-12537 59-2192277
- -------------------------------------------------------------------------------
(State or other jurisdiction (Commission File No.) (IRS Employer
of incorporation) Identification No.)
TWO NORTH RIVERSIDE PLAZA, CHICAGO, ILLINOIS 60606-2607
- -------------------------------------------------------------------------------
(Address of principal executive offices)
Registrant's telephone, including area code: (312) 207-0020
---------------------------------
NOT APPLICABLE
- -------------------------------------------------------------------------------
(Former name or former address, if changed since last report)
This document consists of 5 pages.
The Exhibit Index is located at page 4.
<PAGE>
ITEM 4. CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANTS
- -------------------------------------------------------
First Capital Income Properties, Ltd. - Series VIII (the "Registrant")
has dismissed Grant Thornton, LLP as its independent public accountants
effective April 1, 1996.
In connection with the audits of the two most recent fiscal years and
subsequent interim period, which includes the period from January 1, 1996 to
April 1, 1996, there have been no disagreements with the former accountants on
any matter of accounting principle or practice, financial statement disclosure,
or auditing scope or procedure. The former accountants' report on the financial
statements of the Registrant for each of the past two fiscal years was
unqualified.
The Registrant has engaged Ernst & Young, LLP as its new independent
public accountants effective with the dismissal of its former accountants.
During the Registrant's two most recent fiscal years and subsequent interim
period, which includes the period from January 1, 1996 to April 1, 1996, there
have been no consultations with the newly engaged accountants with regard to
either the application of accounting principles as to any specific transaction,
either completed or proposed, the type of audit opinion that would be rendered
on the Registrant's financial statements, or any matter of disagreements with
the former accountants.
The decision to change accountants was approved by all members of the
Board of Directors of the Managing General Partner of the Registrant.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
- --------------------------------------------------------------------------
A. Financial Statements: Not Applicable
B. Pro Forma Financial Information: Not Applicable
C. Exhibits
16.1 Former Accountants' Letter
2
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
By: First Capital Income Properties, Ltd. -
Series VIII
as First Capital Financial Corporation,
Managing General Partner
Date: April 3, 1996 By: /s/ Norman M. Field
--------------------
Norman M. Field
Vice President - Finance, Treasurer, and
Chief Accounting Officer
3
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Description Page Number
- ------ ----------- -----------
<S> <C> <C>
16.1 Former Accountants' Letter 5
</TABLE>
4
<PAGE>
April 3, 1996
Securities and Exchange Commission
Washington, D. C. 20549
RE: FIRST CAPITAL INCOME PROPERTIES, LTD. - SERIES VIII
FILE NO. 0-12537
Dear Sir or Madam:
We have read item 4 of the Form 8-K of First Capital Income Properties, Ltd. -
Series VIII dated April 3, 1996 and agree with the statements contained therein.
Very truly yours,
Grant Thornton LLP
5
