SIZELER PROPERTY INVESTORS INC
8-K, 1995-05-19
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>
 
                      SECURITIES AND EXCHANGE COMMISSION

                            Washington, D.C. 20549

                               -----------------

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the

                            Securities Act of 1934

        Date of Report (Date of earliest event reported): May 18, 1995

                       SIZELER PROPERTY INVESTORS, INC.
              (Exact name of registrant as specified in charter)

         Delaware                   1-9349                 72-1082589
(State or other jurisdiction     (Commission              (IRS Employer
     of incorporation)           File Number)          Identification No.)

2542 Williams Boulevard, Kenner, Louisiana                  70062
 (Address of principal executive offices)                (Zip Code)

      Registrant's telephone number, including area code: (504) 471-6200




                               Page 1 of 3 Pages
<PAGE>
 
                                   FORM 8-K
                       SIZELER PROPERTY INVESTORS, INC.

ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

   (a)  Previous Independent Accountants.

          (i) On May 18, 1995, the Registrant dismissed Ernst & Young LLP as its
              independent accountants. This decision was based on the
              Registrant's desire to establish a relationship with a national
              accounting firm with offices in New Orleans, Louisiana. Although
              Ernst & Young LLP maintained an office in New Orleans, the
              Registrant's prior relationship was with the Jackson, Mississippi
              office of Ernst & Young LLP.

         (ii) The reports of Ernst & Young LLP on the financial statements for
              the past two fiscal years contained no adverse opinion or
              disclaimer of opinion and were not qualified or modified as to
              uncertainty, auditscope, or accounting principles.

        (iii) The Registrant's Audit Committee participated in and approved the 
              decision to change independent accountants.
 
         (iv) In connection with its audits for the two most recent fiscal years
              and through May 18, 1995, there have been no disagreements with
              Ernst & Young LLP on any matter of accounting principles or
              practices, financial statement disclosure, or auditing scope or
              procedure, which disagreements, if not resolved to the
              satisfaction of Ernst & Young LLP would have caused them to make
              reference thereto in their report on the financial statements for
              such years.

          (v) During the two most recent fiscal years and through May 18, 1995,
              there have been no reportable events (as defined in Regulation 
              S-K, Item 304(a)(1)(v)).

         (vi) The Registrant has requested that Ernst & Young LLP furnish it
              with a letter addressed to the SEC stating whether or not it
              agrees with the above statements. A copy of such letter, dated May
              19, 1995, is filed as Exhibit 16 to this Form 8-k.

                                       2

<PAGE>
 
                                   FORM 8-K
                       SIZELER PROPERTY INVESTORS, INC.

   (b) New Independent Accountants.

          (i) The Registrant engaged KPMG Peat Marwick as its new independent
              accountants as of May 18, 1995. During the two most recent fiscal
              years and through May 18, 1995, the Registrant has not consulted
              with KPMG Peat Marwick regarding (1) either: the application of
              accounting principles to a specified transaction, either completed
              or proposed; or the type of audit opinion that might be rendered
              on the registrant's financial statements, and either a written
              report was provided to the registrant or oral advice was provided
              that the new accountant concluded was an important factor
              considered by the registrant in reaching a decision as to the
              accounting, auditing or financial reporting issue; or (2) any
              matter that was either the subject of a disagreement or reportable
              event (as described in Regulation S-K, Items 304(a)(1)(iv) and
              304(a)(1)(v), respectively).
Item 7.
     
     (c) Exhibits

<TABLE>

<C>          <S>
Exhibit 16   --Letter reguarding change in certifing accountant.
</TABLE> 

   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.

                                 SIZELER PROPERTY INVESTORS, INC.


                                 /s/ John J. Gilluly, Jr.
Date: May 19, 1995               ----------------------------------
                                 JOHN J. GILLULY, JR.
                                 Vice President/Secretary/Treasurer

                                       3

<PAGE>

<TABLE> 
<S>                                         <C>                                    <C> 
[LOGO OF ERNST & YOUNG LLP APPEARS HERE]     / / ONE JACKSON PLACE                  / / PHONE:  601-948-6600
                                                 SUITE 400                              FAX:    601-353-7246
                                                 188 EAST CAPITOL STREET
                                                 JACKSON, MISSISSIPPI 39201-2157      
</TABLE> 

May 19, 1995

Securities and Exchange Commission
460 Fifth Street, N.W.
Washington, D.C. 20549

Gentlemen:

We have read Item 4 of Form 8-K dated May 18, 1995, of Sizeler Property 
Investors, Inc. and are in agreement with the statements contained in the Item 
4(a), on page 2 therein insofar as it relates to us. We have no basis to agree 
or disagree with other statements of the registrant contained therein.

                                /s/ Ernst & Young LLP
                                -------------------------
                                Ernst & Young LLP


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