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 of 1934
Date of Report (Date of earliest event reported) December 15, 1994
DEAN WITTER REALTY GROWTH PROPERTIES, L.P.
(Exact name of registrant as specified in its charter)
Delaware 0-18151 13-3286866
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
Two World Trade Center, New York, New York 10048
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 392-1054
(Former name or former address, if changed since last report)
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Item 4. Change in Registrant's Certifying Accountant
On December 15, 1994, Deloitte & Touche LLP was selected to audit
the financial statements of Dean Witter Realty Growth Properties L.P.
(the "Partnership") for the year ending December 31, 1994. KPMG Peat
Marwick LLP which has previously been the independent accountant of the
Company, was dismissed on December 15, 1994.
The decision to change accountants was approved by the Board of
Directors of the managing general partner.
Neither of KPMG Peat Marwick LLP's reports on the financial
statements for the years ended December 31, 1993 or 1992 contained an
adverse opinion or disclaimer of opinion, or were, qualified or modified
as to uncertainty, audit scope or accounting principles.
During the Partnership's two most recent fiscal years and the
subsequent interim period preceding this change, there were no
disagreements with KPMG Peat Marwick LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing
scope or procedures which, if not resolved to the satisfaction of KPMG
Peat Marwick LLP, would have caused it to make reference to the subject
matter of the disagreement in connection with its report.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits
1. Letter from KPMG Peat Marwick LLP to The Securities and
Exchange Commission.
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.
DEAN WITTER REALTY GROWTH
PROPERTIES, LP
By: Dean Witter Realty Growth
Properties Inc.
Managing General Partner
By: /s/E. Davisson Hardman, Jr.
E. Davisson Hardman, Jr.
President
Date: December 15, 1994
<PAGE>
December 20, 1994
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Dean Witter Realty Growth
Properties, L.P., and under the date of March 25, 1994, we reported on
the financial statements of Dean Witter Realty Growth Properties, L.P.
and consolidated partnerships as of and for the years ended December 31,
1993 and 1992. On December 15, 1994, our appointment as principal
accountants was terminated. We have read Dean Witter Realty Growth
Properties, L.P.'s statements included under item 4 of its Form 8-K dated
December 15, 1994, and we agree with such statements, except that we are
not in a position to agree or disagree with Dean Witter Realty Growth
Properties, L.P.'s statement that the change was approved by the Board
of Directors of the managing general partner.
Very truly yours,
KPMG Peat Marwick LLP
