SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: JANUARY 8, 1997
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(Date of Earliest Event Report)
VININGS INVESTMENT PROPERTIES TRUST
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(Exact name of registrant as specified in charter)
Massachusetts 0-13693 13-6850434
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(State or other jurisdiction (Commission file number) (IRS employer
of incorporation) identification no.)
3111 Paces Mill Road, Suite A-200, Atlanta, GA 30339
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (770) 984-9500
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Item 4. Changes in Registrant's Certifying Accountant
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On January 8, 1997, Vinings Investment Properties Trust (the
"Registrant") dismissed Ernst & Young LLP as independent public accountants for
the Registrant. For the fiscal year ended December 31, 1994 ("Fiscal 1994"),
Kenneth Leventhal & Company (succeeded by merger with Ernst & Young LLP) had
examined and reported upon the Registrant's financial statements and had served
as the Registrant's independent public accountants. For the fiscal year ended
December 31, 1995 ("Fiscal 1995"), Ernst & Young LLP had examined and reported
upon the Registrant's financial statements and had served as the Registrant's
independent public accountants. For the fiscal year ended December 31, 1996
("Fiscal 1996") and through the dismissal of Ernst & Young LLP on January 7,
1997, Ernst & Young LLP served as the Registrant's independent public
accountants but did not examine and/or report upon the Registrant's financial
statements.
On January 9, 1997, the Registrant engaged Arthur Andersen LLP as the
independent public accountants to examine and report upon the Registrant's
financial statements for Fiscal 1996. The change in independent public
accountants followed a decision by management and approval by the Audit
Committee and the Board of Trustees, that it was in the best interest of the
Registrant to review the relationship between the Registrant and its independent
public accounting firm with respect to services provided and fees charged. The
Audit Committee solicited and received proposals from, and interviewed Ernst &
Young LLP, Deloitte & Touche LLP and Arthur Andersen LLP concerning audit and
certain tax services to be provided for Fiscal 1996 prior to making the decision
to dismiss Ernst & Young LLP and to engage Arthur Andersen LLP. During the
Registrant's two most recent fiscal years and any subsequent interim period
prior to engaging Arthur Andersen LLP, neither the Registrant nor anyone on its
behalf consulted Arthur Andersen LLP regarding any matter described in Item
304(a)(2)(i) or (ii) of Regulation S-K.
In connection with the audits of Fiscal 1994 and Fiscal 1995 and
through the dismissal of Ernst & Young LLP on January 7, 1997, there were no
disagreements with Ernst & Young LLP on any matter of accounting principles or
practices, financial statement disclosure, or auditing scope or procedure, which
disagreements if not resolved to their satisfaction would have caused them to
make reference to the subject matter of the disagreement in connection with
their report. During the Registrant's two most recent fiscal years and through
the dismissal of Ernst & Young LLP on January 7, 1997, none of the kind of
events listed in paragraphs (A) through (D) of Item 304(a)(1)(v) of Regulation
S-K occurred.
Neither the audit reports of Kenneth Leventhal & Company on the
consolidated financial statements of the Registrant for Fiscal 1994 nor the
audit reports of Ernst & Young LLP on the consolidated financial statements of
the Registrant for Fiscal 1995 contained any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles.
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The Registrant has provided Ernst & Young LLP with a copy of the
disclosures it is making in this Current Report on Form 8-K prior to the filing
of this report with the Securities and Exchange Commission. The Registrant has
requested and received a letter from Ernst & Young LLP addressed to the
Securities and Exchange Commission stating that it agrees with the statements
made by the Registrant herein in response to Item 304(a) of Regulation S-K and
such letter is included in this filing as an exhibit.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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Exhibit No. Description
16.1 Letter from Ernst & Young 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 thereunto duly authorized.
VININGS INVESTMENT PROPERTIES TRUST
Date: January 14, 1997 By: /s/ Stephanie A. Reed
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Name: Stephanie A. Reed
Title: Vice President
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
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January 14, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated January 14, 1997 of Vinings Investment
Properties Trust (formerly Mellon Participating Mortgage Trust Commercial
Properties 85/10) and are in agreement with the statements contained in the
third and fourth paragraphs on Page 2 therein. We have no basis to agree or
disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
