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) March 20, 1997
One Financial Place Limited Partnership
(Exact Name of Registrant as Specified in Its Charter)
Illinois
(State or Other Jurisdiction of Incorporation)
0-13441 04-2807084
(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 March 20, 1997, the Registrant dismissed its prior
Independent Auditors, Arthur Andersen LLP ("Arthur Andersen") and
retained as its new Independent Auditors, Deloitte & Touche, LLP
("Deloitte"). 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 1996 and through March 20, 1997, 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 March 20, 1997, the Registrant engaged Deloitte as
its Independent Auditors. The Registrant did not consult
Deloitte regarding any of the matters or events set forth in Item
304(a)(2) of Regulation S-B prior to March 20, 1997.
Item 7. Financial Statements, Pro Forma Financial Information
and Exhibits
(c) Exhibits
16. Letter dated March 20, 1997 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 on this
24th day of March, 1997.
ONE FINANCIAL PLACE LIMITED PARTNERSHIP
By: Winthrop Financial Co., Inc.
General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
EXHIBIT INDEX
Exhibit Page
16. Letter from Arthur Andersen LLP dated March 5
24, 1997
Exhibit 16
[ARTHUR ANDERSON]
March 24, 1997
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We have read item 4 included in the attached Form 8-K dated March
24, 1997 of One Financial Place Limited Partnership to be filed
with the Securities and Exchange Commission and are in agreement
with the statements contained therein.
ARTHUR ANDERSEN LLP
