VALUE PROPERTY TRUST
8-K, 1996-04-16
REAL ESTATE INVESTMENT TRUSTS
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                       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-


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