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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) July 7, 2000
Twelve AMH Associates Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
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(State or Other Jurisdiction of Incorporation)
0-13493 04-2833662
(Commission File Number) (I.R.S. Employer Identification No.)
5 Cambridge Center, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
(617) 234-3000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant
Effective June 30,2000, the Registrant dismissed its prior Independent
Auditors, KPMG LLP (the "Prior Auditors"). KPMG LLP's auditors' report on the
financial statements of Twelve AMH Associates Limited Partnership as of and for
years ended December 31, 1999 and 1998, contained a separate paragraph stating
that "the uncertainty as to the Partnership's ultimate ability to repay its
purchase money note and operating deficit notes payable, which are past due and
an operating partnership's ability to repay its loans raise substantial doubt
about the Partnership's ability to continue as a going concern. Management's
plan in regard to these matters are also described in Note 9. The Financial
statements do not include any adjustments that might result from the outcome of
these uncertainties." The decision to change Independent Auditors was approved
by the Registrant's managing general partner's directors. During calendar year
ended 1998 and 1999 and through June 30, 2000, there were no disagreements
between the Registrant and the Prior Auditors 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 the prior
Auditors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter dated July 10, 2000 from KPMG LLP.
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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 hereunto duly authorized on this 12th day of July, 2000.
Twelve AMH Associates Limited Partnership
By: Two Winthrop Properties, Inc.
Managing General Partner
By: /s/ Michael L. Ashner
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Michael L. Ashner
Chief Executive Officer
By: /s/ Thomas C. Staples
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Thomas C. Staples
Chief Financial Officer
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EXHIBIT INDEX
Exhibit Page
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16. Letter from KPMG LLP dated July 10, 2000. 5
