HEALTHCARE PROPERTIES L P
8-K, 2000-07-26
REAL ESTATE
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                                  UNITED STATES
                       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):  July 19, 2000
                                                            -------------


                           HealthCare Properties, L.P.
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             (Exact name of registrant as specified in its charter)


         Delaware                        0-17695                 62-1317327
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(State or other jurisdiction        (Commission File            (IRS Employer
     of incorporation)                  Number)              Identification No.)

14160 Dallas Parkway, Suite 300, Dallas, Texas                     75007
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(Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code:           (972) 770-5600
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(Not Applicable)
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(Former name or former address, if changed since last report)


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<PAGE>


Item 4.  Changes in Registrant's Certifying Accountant

         On July 19, 2000, the General Partner of HealthCare Properties, L.P., a
Delaware limited partnership  ("HealthCare")  approved the engagement of Ernst &
Young L.L.P.  ("Ernst & Young") as its independent  auditors for the fiscal year
ending  December  31,  2000 to replace  the firm of KPMG L.L.P. ("KPMG")  as its
independent  auditors,  who were  dismissed as auditors of HealthCare  effective
July 20, 2000.

         The reports of KPMG on HealthCare's  financial  statements for the past
two (2)  fiscal  years 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.

         In connection with the audits of the HealthCare's  financial statements
for each of the two fiscal years ended  December 31, 1999 and December 31, 1998,
and in the subsequent  interim period,  there were no disagreements with KPMG on
any  matters  of  accounting   principles  or  practices,   financial  statement
disclosure,  or auditing  scope and  procedures  which,  if not  resolved to the
satisfaction  of KPMG would have caused KPMG to make  reference to the matter in
their report.

         Pursuant to Item 4(a) of Form 8-K and Item 304(a)(3) of Regulation S-K,
HealthCare has provided KPMG with a copy of this Form 8-K and has requested KMPG
to furnish  HealthCare  with a letter  addressed to the  Securities and Exchange
Commission  stating whether it agrees with the above  statements and, if not, to
state the  respects  in which KPMG does not agree with such  statements.  KPMG's
response  letter will be filed in an amendment to this Form 8-K pursuant to Item
304(a)(3) of Regulation S-K.



<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.

                                                HEALTHCARE PROPERTIES, L.P.


Date: July  26, 2000                            By:      /s/ Lawrence A. Cohen
                                                         -----------------------
                                                         Lawrence A. Cohen
                                                         Chief Executive Officer







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