U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act or 1934
Date of Report (Date of earliest event reported) December 13, 1999
FJS PROPERTIES FUND I, L.P.
(Exact name of registrant as specified in its charter)
Delaware 13-3252067
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Commission File number 0-15755
264 Route 537 East, Colts Neck, NJ 07722
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 732-542-9209
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FJS PROPERTIES FUND I, L.P.
Item 4. Changes in Registrant's Certifying Accountant
(a)(1)(i) On December 13, 1999, by mutual agreement, FJS Properties Fund I, L.P.
("FUND I") and Moore Stephens P.C. ("Moore Stephens") agreed to the replacement
of Moore Stephens as FUND I's independent accountants for the audit of FUND I's
financial statements for the fiscal year ended December 31, 1999. FUND I was
previously advised by the staff of the Securities and Exchange Commission (the
"Commission") that in the staff's opinion, Moore Stephens may not be independent
of the Partnership, as required by law, in that a member of the audit firm had a
relationship with an entity which is a holder of Partnership interests. Neither
the Staff letter, nor any other information available to the Partnership
indicated that there was any inaccuracy in the "audited" financial statements.
The staff further advised that for this reason, FUND I's financial statements
for the three years ended December 31, 1998, are considered by the staff to be
unaudited. Moore Stephens has advised that it disagrees with the staff's
position and believes that it was at all times independent with respect to the
FUND I's audits. Excluding this issue, the staff has not alleged any
inaccuracies in FUND I's financial statements.
(ii) Moore Stephens' report with respect to FUND I's financial statements for
the three fiscal years ended December 31, 1998, did not contain an adverse
opinion or a disclaimer of opinion and was not qualified or modified as to
uncertainty, audit scope or accounting principles.
(iii) The agreement to replace Moore Stephens and to retain a new principal
independent accounting firm was approved by the General Partner of FUND I.
(iv) During the period including the three most recent fiscal years ended
December 31, 1998, and including the interim period from January 1, 1999,
through the date of the replacement of Moore Stephens on December 13, 1999,
there were no disagreements between FUND I and Moore Stephens on any matter of
accounting principles or practices, financial statement disclosures, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
Moore Stephens, would have caused it to make a reference to the subject matter
of the disagreement in connection with its report.
(v) FUND I's management is unaware of the occurrence during its two fiscal years
ended December 31, 1998, or during its fiscal year ended December 31, 1999 of
any of the kinds of events described in subparagraph (A) through (D) of Item
304(a)(1)(v) of Regulation S-K as promulgated by the Commission.
(2) On December 13, 1999, FUND I engaged the certified public accounting firm of
Buchbinder, Tunick & Company LLP ("Buchbinder LLP") to serve as its principal
independent accounting firm to audit its financial statements for the year ended
December 31, 1999, and if necessary to reaudit prior years' financial statements
as required to permit FUND I's completion and filing of its 1999 Form 10K. Prior
to the engagement of Buchbinder LLP, FUND I did not consult with such firm on
any accounting, auditing or financial reporting issue.
Buchbinder LLP has been furnished with a copy of this report by FUND I and has
been requested to review the disclosures contained herein and to furnish FUND I
with a letter addressed to the Commission containing any new information,
clarification of FUND I's expression of its views or the respects in which it
does not agree with the statements made by FUND I in response to Item 304(a) of
Regulation S-K. Buchbinder LLP has advised FUND I that after review of this
report, it does not believe that such a letter is required.
(3) Moore Stephens has been furnished with a copy of this report by FUND I and
has been requested to furnish FUND I with a letter addressed to the Commission
stating whether it agrees with the statements made by FUND I in response to Item
304(a) of Regulation S-K and, if not, stating the respects in which it does not
agree.
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Item 7. Financial Statements and Exhibits
(c) Exhibits - December 23, 1999, letter of Moore Stephens, P.C. regarding
statements in this Form 8- K/A concerning such firm.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
Registrant has caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
FJS PROPERTIES FUND I, L.P.
(Registrant)
Dated: December 23, 1999 by: FJS PROPERTIES, INC., General Partner
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by /s/ Andrew C. Alson
Andrew C. Alson, President
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Exhibit 16.1
December 23, 1999
Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We have read the statements made by FJS Properties Fund I, L.P. (the
"Company") (File No. 0- 15755) which will be filed with the Securities and
Exchange Commission (the "Commission"), pursuant to the requirements of Item 4
of Form 8-K/A, as part of the Company's Current Report on Form 8-K/A, filed with
the Commission on December 23, 1999. We agree with the statements made
concerning Moore Stephens, P.C. including the revised disclosures under item
4(a)(1)(iv) in such Form 8-K/A.
Sincerely,
/s/ Moore Stephens, P.C.
MOORE STEPHENS, P. C.
