SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) September 27, 1996
Winthrop Interim Partners I, A Limited Partnership
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
2-83272 04-2787751
(Commission File Number) (I.R.S. Employer Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
(617) 330-8600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
Effective September 27, 1996, the Registrant dismissed its
prior Independent Auditors, Arthur Andersen LLP ("Arthur
Andersen") and retained as its new Independent Auditors, Imowitz
Koenig & Co., LLP ("Imowitz Koenig"). Arthur Andersen's
Independent Auditors' Report on the Registrant's financial
statements for calendar years ended December 31, 1995 and 1994,
did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope
or accounting principles. The decision to change Independent
Auditors was approved by the Registrant's managing general
partner's directors. During calendar years ended 1994, 1995 and
through September 27, 1996, there were no disagreements between
the Registrant and Arthur Andersen on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope of procedure which disagreements if not resolved
to the satisfaction of Arthur Andersen, would have caused it to
make reference to the subject matter of the disagreements in
connection with its reports.
Effective September 27, 1996, the Registrant engaged Imowitz
Koenig as its Independent Auditors. The Registrant did not
consult Imowitz Koenig regarding any of the matters or events set
forth in Item 304(a)(2) of Regulation S-B prior to September 27,
1996.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
16. Letter dated October 3, 1996 from Arthur Andersen
LLP.
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 hereunto duly authorized this
3rd day of October, 1996.
WINTHROP INTERIM PARTNERS I, A LIMITED
PARTNERSHIP
By: Two Winthrop Properties, Inc.
Its General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
EXHIBIT INDEX
Exhibit Page
16. Letter from Arthur Andersen LLP dated October 3, 5
1996
Exhibit 16
October 3, 1996
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We have read item 4 included in the attached Form 8-K dated
September 27, 1996 of Winthrop Interim Partners I, A Limited
Partnership to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained
therein.
ARTHUR ANDERSEN LLP
