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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
(Amendment No. 1)
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): March 30, 1998
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
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(Exact name of registrant as specified in its charter)
Delaware 0-14536 04-2869812
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
5 Cambridge Center, Cambridge, MA 02142
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number including area code: (617) 234-3000
Former name or former address, if changed since last report:
Not applicable.
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Items 4 and 7 of Registrant's Form 8-K filed April 2, 1998 are hereby amended
as follows:
Item 4. Changes in Registrant's Certifying Accountant
Effective March 30, 1998, the Registrant retained as its new
Independent Auditors, Coopers & Lybrand L.L.P. ("Coopers & Lybrand"). The
Independent Auditors' Report on the Registrant's financial statements for
calendar year ended December 31, 1996 issued by Arthur Andersen, LLP ("Arthur
Andersen"), did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified as to uncertainty, audit scope or accounting principles
however, a going concern opinion was rendered. The decision to change
Independent Auditors was approved by the Registrant's managing general partner's
directors. During calendar year ended 1996 and through March 30, 1998, there
were no disagreements between the Registrant and Arthur Andersen 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 Arthur Andersen, would have caused it to make reference to the
subject matter of the disagreements in connection with its reports. This change
results from the restructuring of the operating partnership pursuant to its
bankruptcy in 1997. As a result of the bankruptcy, Coopers & Lybrand was
retained by Jamboree LLC, an entity not controlled by the Registrant. In this
regard, it became apparent during the audit for 1997 that Coopers & Lybrand was
in a better position to audit the Registrant than was Arthur Andersen.
Effective March 30, 1998, the Registrant engaged Coopers & Lybrand as
its Independent Auditors. The Registrant did not consult Coopers & Lybrand
regarding any of the matters or events set forth in Item 304(a)(2) of Regulation
S-B prior to March 30, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter dated April 17, 1998 from Arthur Andersen LLP.
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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.
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
By: Winthrop Financial Associates,
A Limited Partnership, as
Managing General Partner
By: /s/Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
By: /s/Edward V. Williams
Edward V. Williams
Chief Financial Officer
DATED: April 17, 1998
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Exhibit 16
April 17, 1998
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 11-3
450 Fifth Street, N.W.
Washington, DC 20549
Dear Sirs:
We have read item 4 included in the attached Form 8-K/A dated April 17, 1998 of
Winthrop California Investors Limited Partnership to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
ARTHUR ANDERSEN LLP
