BODDIE NOELL PROPERTIES INC
8-K, 1996-10-17
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):
October 17, 1996 (October 15, 1996)
- -----------------------------------


                          Boddie-Noell Properties, Inc.
             (Exact name of registrant as specified in its charter)




Delaware                             1-9496                     56-1574675
(State or other jurisdiction       (Commission               (IRS Employer
of incorporation)                 File Number)           Identification No.)




        3710 One First Union Center, Charlotte, North Carolina 28202-6032
               (Address of principal executive offices) (Zip Code)




Registrant's telephone number, including area code:  704/333-1367








                                                   Total number of pages:   4


                                       1
<PAGE>



Item 4.  Changes in Registrant's Certifying Accountant.

Effective  October 15,  1996,  Boddie-Noell  Properties,  Inc.  (the  "Company")
dismissed its prior certifying accountants, Arthur Andersen LLP ("Andersen") and
retained as its new certifying accountants, Ernst & Young LLP.

Andersen's  reports on the Company's  financial  statements  during the two most
recent fiscal years contained no adverse  opinion or disclaimer of opinion,  nor
were  qualified  or  modified  as to  uncertainty,  audit  scope  or  accounting
principles.

The decision to change  accountants  was approved by the Audit  Committee of the
Company's Board of Directors.

During the two most  recent  fiscal  years and all  subsequent  interim  periods
preceding the date hereof,  there were no disagreements  between the Company and
Andersen  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 Andersen,  would have caused  Andersen to make
reference to the subject matter of  disagreement  in connection  with Andersen's
reports.

None of the "reportable  events" described in Item 304.  (a)(1)(v) of Regulation
S-K occurred with respect to the Company within the two most recent fiscal years
and any subsequent interim period to the date hereof.

Effective  October  15,  1996,  the  Company  engaged  Ernst & Young  LLP as its
principal accountant. During the two most recent fiscal years and all subsequent
interim periods preceding the date hereof, the Company has not consulted Ernst &
Young LLP  regarding  any matters or events as set forth in Item 304.  (a)(2) of
Regulation S-K.

The Company has requested  Andersen to furnish it with a letter addressed to the
Securities and Exchange  Commission  stating  whether  Andersen  agrees with the
statements  made by the Company in this Item 4. A copy of the letter from Arthur
Andersen LLP to the  Securities  and Exchange  Commission is filed as Exhibit 16
hereto.


Item 7.  Financial Statements and Exhibits.

Exhibit 16      Letter from Arthur  Andersen LLP to the  Securities and Exchange
Commission dated October 16, 1996.


                                       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 hereunto duly authorized.


                                          BODDIE-NOELL PROPERTIES, INC.
                                          (Registrant)



Date:  October 17, 1996                   by:       /s/ Pamela B. Novak
                                                 ----------------------
                                                 Pamela B. Novak
                                                 Vice President - Controller




                                       3
<PAGE>




                                     Arthur
                                    Andersen




                                        ----------------------------
                                        Arthur Andersen LLP


                                        ----------------------------
                                        Suite 3800
                                        100 North Tryon Street
                                        Charlotte, NC  28202-4000
                                        704 332 0092


October 16, 1996



Securities and Exchange Commission
450 5th Street, NW
Washington, DC  20549




To Whom It May Concern:

We have read Item 4 (except for  paragraphs  3 and 6)  included in the  attached
Form 8-K dated  October 15, 1996 of  Boddie-Noell  Properties,  Inc. to be filed
with the  Securities  and  Exchange  Commission  and are in  agreement  with the
statements contained therein.

Very truly yours,


Arthur Andersen LLP





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