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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) July 28, 2000
Resource Pension Shares 5 L.P.
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(Exact Name of Registrant as Specified in Its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
00-15690 13-3353722
(Commission File Number) (I.R.S. Employer Identification No.)
5 Cambridge Center, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
(617) 234-3000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant
Effective July 28,2000, the Registrant dismissed its prior Independent
Auditors, Hays & Company (the "Prior Auditors"). Hays & Company's auditors'
report on the balance sheets of Resource Pension Shares 5 L.P. as of and for
years ended December 31, 1999 and 1998, and the related statements of
operations, partner's equity and cash flows for each of the three years in the
period ended December 31, 1999, did not contain an adverse opinion or a
disclaimer of opinion, and were not qualified or modified as to uncertainty,
audit scope, or accounting principles. The decision to change Independent
Auditors was approved by the Registrant's managing general partner's directors.
During calendar year ended 1998 and 1999 and through July 28, 2000, there were
no disagreements between the Registrant and the Prior Auditors 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
the prior Auditors.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter dated July 31, 2000 from Hays & Company.
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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 hereunto duly authorized on this 28th day of July, 2000.
Resource Pension Shares 5 L.P.
By: Resource Capital Corp.
Managing General Partner
By: /s/ Michael L. Ashner
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Michael L. Ashner
Chief Executive Officer
By: /s/ Carolyn Tiffany
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Carolyn Tiffany
Treasurer
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EXHIBIT INDEX
Exhibit Page
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16. Letter from Hays & Company dated July 31, 2000. 5
