FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) November 5, 1999
Brown-Benchmark Properties Limited Partnership
(Exact Name of Registrant as Specified in its Charter)
Delaware 00016698 31-1209608
(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer
Incorporation or Organization) Identification Number)
225 East Redwood Street, Baltimore, Maryland 21202
(Address of Principal Executive Offices) (Zip Code)
Registrant's Telephone Number, Including Area Code: (410) 727-4083
N/A
(Former Name, Former Address, and Former Fiscal Year,
if Changed Since Last Report.)
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
INDEX
Page No.
Item 1 Changes in Control of Registrant Inapplicable
Item 2 Acquisition or Disposition of Assets Inapplicable
Item 3 Bankruptcy or Receivership Inapplicable
Item 4 Changes in Registrant's Certifying Accountant 1-2
Item 5 Other Events Inapplicable
Item 6 Resignations of Registrant's Directors Inapplicable
Item 7 Financial Statements and Exhibits Inapplicable
Item 8 Change in Fiscal Year Inapplicable
Signatures 3
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
Item 4. Changes in Registrant's Certifying Accountants
Ernst & Young LLP was previously the principal accountants for
Brown-Benchmark Properties Limited Partnership. On November 3, 1999, that firm's
appointment as principal accountants was terminated and KPMG LLP was engaged as
principal accountants. The decision to change accountants was approved by the
Partnership's general partners.
In connection with the audits of the two fiscal years ended December
31, 1998, and the subsequent interim period through September 30, 1999, there
were no disagreements with Ernst & Young LLP on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreements if not resolved to their satisfaction would have
caused them to make reference in connection with their opinion to the subject
matter of the disagreement.
The audit reports of Ernst & Young LLP on the financial statements of
Brown-Benchmark Properties Limited Partnership as of and for the years ended
December 31, 1998 and 1997, did not contain any adverse opinion or disclaimer of
opinion, nor were they qualified or modified as to uncertainty, audit scope, or
accounting principles. A letter from Ernst & Young LLP is attached as Exhibit A.
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ERNST & YOUNG LLP
November 4, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington DC 20549
Gentlemen:
We have read Item 4 of Form 8-K dated November 5, 1999 of Brown-Benchmark
Properties Limited Partnership and are in agreement with the statements
contained in the second and third paragraphs on page 1 therein. We have no basis
to agree or disagree with other statements of the registrant contained therein.
/s/ Ernst & Young LLP
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BROWN-BENCHMARK PROPERTIES LIMITED PARTNERSHIP
SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange
Act of 1934, as amended, the registrant has duly caused this report to be signed
on its behalf by the undersigned, thereunto duly authorized.
BROWN-BENCHMARK PROPERTIES
LIMITED PARTNERSHIP
DATE: 11/5/99 By: /s/ Timothy M. Gisriel
Timothy M. Gisriel
Treasurer
Brown-Benchmark AGP, Inc.
Administrative General Partner
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