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): April 11, 1996
--------------
VALUE PROPERTY TRUST
-----------------------------------
(Exact name of registrant as specified in its charter)
Maryland 1-6613 23-1862664
- ---------------------------- ------------ -------------------
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
120 Albany Street, 8th Floor
New Brunswick, New Jersey 08901-2163
- ----------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (908) 296-3080
--------------
<PAGE>
TABLE OF CONTENTS
Page No.
--------
Item 4. Changes in Registrant's Certifying Accountant 2
Item 7. Financial Statements and Exhibits 2
Signatures 3
Exhibit 16 4
<PAGE>
ITEM 4. Changes in Registrant's Certifying Accountant.
On April 11, 1996, the Registrant received notice from its independent auditors,
Ernst & Young LLP, that it declined to stand for reelection. At a meeting held
on April 12, 1996, the audit committee of the Registrant recommended the
selection and engagement of Coopers & Lybrand LLP to the Board of Trustees. At
that meeting, the Registrant's Board of Trustees approved the engagement of
Coopers & Lybrand LLP as its independent auditors for the fiscal year ending
September 30, 1996.
Prior to their engagement, no events or consultations occurred with Coopers &
Lybrand LLP which would require disclosure of the type specified in Item
304(a)(2) of Regulation S-K.
The reports of Ernst & Young LLP on the financial statements of the Registrant
for the past two fiscal years did not contain any adverse opinion or disclaimer
of opinion, and were not qualified as to audit scope, or accounting principles.
Ernst & Young LLP's report on the financial statements as of and for the fiscal
year ended September 30, 1994 was qualified as to uncertainty with regard to the
Registrant's ability to continue as a going concern.
During the Registrant's two most recent fiscal years, and in the subsequent
interim period through April 11, 1996, there were no disagreements between Ernst
& Young LLP and the Registrant regarding any matter of accounting principles or
practices, financial statement disclosure, or audit scope and procedures, which
if not resolved to the satisfaction of Ernst & Young LLP would have caused Ernst
& Young LLP to make reference to the matter in their report. There were no
"reportable events" as that term is described in Item 304(a)(1)(v) of Regulation
S-K.
The Registrant has requested Ernst & Young LLP to furnish it with a letter
addressed to the Commission stating whether it agrees with the statements set
forth above. A copy of that letter dated April 15, 1996 is filed herewith as
Exhibit 16 to this Current Report on Form 8-K.
ITEM 7. Financial Statements and Exhibits.
C. Exhibits
16 Letter to the Commission dated April 15, 1996 from
Ernst & Young LLP.
-2-
<PAGE>
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.
VALUE PROPERTY TRUST
By: /s/ Robert T. English
----------------------------
Robert T. English
Chief Financial Officer
(Principal Financial Officer)
DATE: April 15, 1996
------------------
-3-
Exhibit 16
April 15, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated April 15, 1996, of Value Property Trust
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
-4-