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 19, 1996
Winthrop Growth Investors 1 Limited Partnership
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
2-84760 04-2839837
(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 19, 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 year ended December 31, 1995, 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 year ended 1995 and through
September 19, 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 19, 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
19,1996.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
16. Letter dated September 19, 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
23rd day of September, 1996.
WINTHROP GROWTH INVESTORS 1 LIMITED
PARTNERSHIP
By: TWO WINTHROP PROPERTIES, INC.
Managing General Partner
By: /s/ Michael L. Ashner
Michael Ashner
Chief Executive Office
EXHIBIT INDEX
Exhibit Page
16. Letter from Arthur Andersen LLP dated September 5
19, 1996
Exhibit 16
September 19, 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 19, 1996 of Winthrop Growth Investors 1 Limited
Partnership to be filed with the Securities and Exchange
Commission and are in agreement with the statements contained
therein.
ARTHUR ANDERSEN LLP
