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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) January 4, 1999
Southeastern Income Properties II Limited Partnership
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(Exact Name of Registrant as Specified in Its Charter)
Virginia
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(State or Other Jurisdiction of Incorporation)
0-17461 54-2839837
(Commission File Number) (I.R.S. Employer Identification No.)
5 Cambridge Center, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
(617) 234-3000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
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Item 4. Changes in Registrant's Certifying Accountant
Effective January 4, 1999, the Registrant dismissed its prior
Independent Auditors, Reznick, Fedder and Silverman ("Reznick") and retained as
its new Independent Auditors, Imowitz, Koenig & Company, Inc. ("Imowitz").
Reznick's Independent Auditors' Report on the Registrant's financial statements
for calendar year ended December 31, 1997, 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. The decision to change
Independent Auditors was approved by the Registrant's managing general
partner's directors. During calendar year ended 1996 and 1997 and through
January 4, 1999, there were no disagreements between the Registrant and Reznick
on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure which disagreements if not resolved
to the satisfaction of Reznick, would have caused it to make reference to the
subject matter of the disagreements in connection with its reports.
Effective January 4, 1999, the Registrant engaged Imowitz as its
Independent Auditors. The Registrant did not consult Imowitz regarding any of
the matters or events set forth in Item 304(a)(2) of Regulation S-B prior to
January 4, 1999.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter dated January 4, 1999 from Reznick, Fedder and Silverman.
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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 on this 4th day of January, 1999.
SOUTHEASTERN INCOME PROPERTIES II
LIMITED PARTNERSHIP
By: Winthrop Southeast Limited
Partnership, Its General Partner
By: Eight Winthrop Properties,
Inc., Its General Partner
By: /s/ Michael Ashner
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Michael Ashner
Chief Executive Officer
and President
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EXHIBIT INDEX
Exhibit Page
16. Letter from Reznick, Fedder & Silverman dated 5
January 4, 1999.
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Exhibit 16
[REZNICK, FEDDER & SILVERMAN]
January 4, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We have read item 4 included in the attached Form 8-K dated January 4, 1999 of
Southeastern Income Properties II Limited Partnership to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
REZNICK, FEDDER & SILVERMAN
