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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K/A
Amendment No. 2
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 11, 2000
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Realmark Property Investors Limited Partnership II
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-11909 16-1212761
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(State or Other (Commission (IRS Employer
Jurisdiction File Number) Identification No.)
of Incorporation)
2350 North Forest Road, Suite 12A, Getzville, New York 14068
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(Address of principal executive office) (Zip Code)
Registrant's telephone number,including area code (716) 636-9090
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None
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(Former Name or Former Address, if changed Since Last Report)
(Page 1 of 4 pages)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANTS
On January 11, 2000, Deloitte & Touche, LLP ("D & T") notified the Company
that its relationship as the principal accountant to audit the Company's
financial statements had ceased. In its resignation letter, D & T did not
provide the Company with any reasons for withdrawing from its auditing
relationship with the Company.
D & T's report on the financial statements of the Company for the fiscal
year ended December 31, 1998 did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that D & T's report included a reference to a
substantial doubt about the Company's ability to continue as a going concern.
D & T's report on the financial statements of the Company for the fiscal
year ended December 31, 1997 did not contain any adverse opinion or disclaimer
of opinion and was not qualified or modified as to uncertainty, audit scope, or
accounting principles, except that D & T's report included a reference to a
substantial doubt about the Company's ability to continue as a going concern.
During the Company's fiscal years ended December 31, 1999 and December 31,
1998, and the period subsequent to December 31, 1999 preceding D & T's
withdrawal, there were no disagreements, as that term is defined in Item
304(a)(1)(iv) of Regulation S-K, between the Company and D & T on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement(s), if not resolved to the satisfaction
of D & T, would have caused D & T to make a reference to the subject matter of
the disagreement(s) in connection with its report on the Company's financial
statements.
During the Company's fiscal year ended December 31, 1997, there were no
disagreements, as that term is defined in Item 304(a)(1)(iv) of Regulation S-K,
between the Company and D & T on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreement(s), if not resolved to the satisfaction of D & T, would have caused
D & T to make a reference to the subject matter of the disagreement(s) in
connection with its report on the Company's financial statements.
There has not occurred, during the two fiscal years ended December 31,
1999, or any subsequent period preceding D & T's withdrawal, any reportable
events, as that term is defined in Item 304(a)(1)(v) of Regulation S-K, with
respect to D & T, except as set forth in a draft report from D & T addressed to
the general partner of the Company and certain affiliated entities, dated April
30, 1999 ("Draft Letter"). The Draft Letter was not finalized or issued, and
will not be in light of D & T's resignation as auditors. The Draft Letter
alleged certain material and other weaknesses in the Company's internal controls
and operations relative to the preparation of the Company's financial statements
for the fiscal year ended December 31, 1998. According to the Draft Letter,
material weaknesses involve matters coming to the attention of D & T in which
the design or operation of one or more of the internal control components does
not reduce to a relatively low level the risk that misstatements caused by error
or fraud in amounts that would be
(Page 2 of 4 pages)
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material in relation to the financial statements being audited may occur and not
be detected within a timely period by employees in the normal course of
performing their assigned functions.
The following material weaknesses in internal controls of the Company
and/or certain affiliated entities were noted in the Draft Letter: unqualified
accounting and reporting personnel, poorly reconciled rent roll, cash accounts
and mortgage statements, inadequate physical safeguards over cash, inadequate
procedures for collection of rent, poor designation of the bad debt expense
account, inadequate procedures for the accounting of property assets, inadequate
support for certain construction account disbursements, weakness in invoice
input/payment approval process, inadequate procedures for purchase order
issuance and maintenance and for preparation of monthly financial statements,
inadequate provisions for the maintenance of a separate property and joint
venture account and inadequate procedure for tracking the reimbursement of
employee medical and dental costs.
Of the foregoing, the material weakness in internal controls regarding
inadequate support for certain account disbursements related only to an
affiliated entity and not the Company.
There had not occurred, during the fiscal year ended December 31, 1997,
any reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K, with
respect to D & T.
As previously reported on Form 8-K/A, filed with the Securities and
Exchange Commission on February 3, 2000, the Company engaged Toski, Schaefer &
Co., P.C. as its independent accountants, effective January 28, 2000 ("TS & C").
During the Company's two most recent fiscal years through January 28, 2000, the
Company had not consulted TS & C.
The Company has studied the Draft Letter and believes many of the
suggested changes have been made and it intends to discuss others with TS & C.
Thereafter, the Company intends to take all practical actions which it
determines to be necessary to remedy any remaining weaknesses in its internal
controls.
The Company has requested a letter from D & T as to whether D & T agrees
or disagrees with the above statements. As of the date of filing of this report
on Form 8-K/A, the Company has not yet received such letter.
ITEM. 7 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) None
(Page 3 of 4 pages)
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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 thereunto duly authorized.
REALMARK PROPERTY INVESTORS
LIMITED PARTNERSHIP II
By: Realmark Properties, Inc.,
a general partner
By: /s/ Joseph M. Jayson
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Joseph M. Jayson
President and Director
Dated: April 17, 2000
(Page 4 of 4 pages)
