U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
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
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FJS PROPERTIES FUND I, L.P.
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(Exact name of registrant as specified in its charter)
Delaware 13-3252067
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(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
Commission File number 0-15755
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264 Route 537 East, Colts Neck, NJ 07722
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(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
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(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 three most recent fiscal years ended December 31, 1998,
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
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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.
Item 7. Financial Statements and Exhibits
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(c) Exhibits - December 13, 1999, letter of Moore Stephens, P.C. regarding
statements in this Form 8-K 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 13, 1999 by: FJS PROPERTIES, INC., General Partner
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by s/ Andrew C. Alson
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Andrew C. Alson, President
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Exhibit 16.1
December 13, 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 we understand will be filed with the
Securities and Exchange Commission (the "Commission"), pursuant to the
requirements of Item 4 of Form 8-K, as part of the Company's Current Report on
Form 8-K, filed with the Commission on December 13, 1999. We agree with the
statements made concerning Moore Stephens, P. C. in such Form 8-K.
Sincerely,
/s/ Moore Stephens, P.C.
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MOORE STEPHENS, P. C.
