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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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 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)
Exhibit Index Appears on Page 4
<PAGE>
ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
The Company has provided information with respect to the resignation of
Deloitte & Touche LLP (D & T) as its independent accountants by Report on Form
8-K, dated January 11, 2000 and filed on January 19, 2000 ("Form 8-K"). The
Company received D & T's letter dated January 31, 2000 on February 1, 2000
regarding the Company's Form 8-K and has included such letter as an Exhibit
hereto.
Effective January 28, 2000, the Company engaged Toski, Schaefer & Co.,
P.C. as its independent accountants. During the Company's two most recent fiscal
years, and through January 28, 2000, the Company has not consulted with Toski,
Schaefer & Co., P.C.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION ANDEXHIBITS.
(a) Not Applicable
(b) Not Applicable
(c) The following Exhibit is filed as part of this Current Report on
Form 8-K:
16 Letter from Deloitte & Touche LLP to the Securities and
Exchange Commission, dated January 31, 2000, concerning the
statements made by Registrant on its Form 8-K.
(Page 2 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: February 3, 2000
(Page 3 of 4 pages)
<PAGE>
Exhibit Index
Exhibit No. Exhibit Description Page No.
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16 Letter from Deloitte & Touche LLP to 5
the Securities and Exchange Commission,
dated January 31, 2000, concerning the
statements made by Registrant on its Form
8-K
(Page 4 of 4 pages)
[Logo of Deloitte & Touche]
(LETTERHEAD OF DELOITTE & TOUCHE LLP)
January 31, 2000
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
Re: Realmark Property Investors Limited Partnership II
(Commission File #: 0-11909)
We have read Item 4 of Form 8-K of Realmark Property Investors Limited
Partnership II (the "Company") dated January 19, 2000 and have the following
comments:
1. We agree with the statements made in the first paragraph, except that the
date of our resignation was January 11, 2000, not January 11, 1999. With
respect to our "withdrawal letter", our letter was the standard AICPA SEC
Practice Section Notification Letter confirming the cessation of the
client-auditor relationship, a copy of which was provided to the Office of
the Chief Accountant of the Securities and Exchange Commission.
2. We agree with the statements made in the second paragraph. However, a
reader might infer from the reference to the audit of the Company's
financial statements for the fiscal year ended December 31, 1999 that we
would perform this audit. This is not the case, given our resignation as
auditors.
3. We agree with the statements made in the third paragraph.
4. We agree with the statements made in the fourth paragraph, however, we
believe that the statements made regarding the "Draft Letter" require
clarification. The document referred to as the "Draft Letter" is a
draft of our report dated April 30, 1999 that communicates certain
matters considered to be material weaknesses in the Company's internal
controls as well certain other observations regarding internal controls
and other matters relating to the Company. On May 25, 1999, we
provided a copy of the draft report to Company representatives and
reviewed the draft report with the representatives at that time. The
draft report was not finalized and issued, and, in light of our
resignation as auditors, will not be finalized and issued.
<PAGE>
January 31, 2000
Securities and Exchange Commission
Page 2
5. We agree with the statements made in the fifth paragraph, except that the
following material weaknesses in internal controls related to other
Realmark Partnerships and was not pertinent to Realmark Property Investors
Limited Partnership II:
o inadequate support for certain account disbursements
6. We have no basis for agreeing or disagreeing with the statements made in
the sixth paragraph, however, we wish to refer the reader to our response
to paragraph four above regarding our draft report.
7. We agree with the statements made in the seventh paragraph.
8. We have no basis for agreeing or disagreeing with the statements made
in the eighth paragraph.
9. We agree with the statements made in the ninth paragraph.
Very truly yours,
/s/ Deloitte & Touche LLP
Deloitte & Touche LLP
