INNSUITES HOSPITALITY TRUST
8-K, 1999-03-25
REAL ESTATE INVESTMENT TRUSTS
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<PAGE>   1
                       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)      March 18,1999
                                                         ----------------------

                           InnSuites Hospitality Trust
- --------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)

                                      Ohio
- --------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        001-07062                                        34-6647590
- -----------------------------               ------------------------------------
  (Commission File Number)                  (I.R.S. Employer Identification No.)

               InnSuites Hotels Centre
 1625 E. Northern Avenue, Suite 201, Phoenix, Arizona            85020
- -------------------------------------------------------        ----------
    (Address of Principal Executive Offices)                   (Zip Code)

                                 (602) 944-1500
            --------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)

              925 Euclid Avenue, Suite 1750, Cleveland, Ohio 44115
       ------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)


<PAGE>   2


Item 4. Changes in Registrant's Certifying Accountant.

Arthur Andersen LLP has resigned as principal auditors of InnSuites Hospitality
Trust (the "Trust") as of March 18, 1999. Due to the magnitude of certain
outstanding invoices payable to Arthur Andersen LLP for accounting and
tax-related services provided to the Trust and its affiliates, Arthur Andersen
LLP has informed the Trust that it would no longer be considered independent
with respect to the Trust under interpretations of the Securities and Exchange
Commission (the "Commission") and professional standards. The Trust is currently
in the process of interviewing other public accountants to replace Arthur
Andersen LLP. The audit committee of the Board of Directors of the Trust will
approve the successor to Arthur Andersen LLP.

The reports of Arthur Andersen LLP for the fiscal years ended January 31, 1998
and 1997 did not contain an adverse opinion or disclaimer of opinion and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. In connection with the audits of the Trust's financial statements
for the fiscal years ended January 31, 1998 and 1997, and in the subsequent
interim period, there were no disagreements with Arthur Andersen LLP on any
matters of accounting principles or practices, financial statement disclosure or
auditing scope and procedure which, if not resolved to the satisfaction of
Arthur Andersen LLP, would have caused Arthur Andersen LLP to make reference to
the matter in their reports.

In connection with the audits of the Trust's financial statements for the fiscal
years ended January 31, 1998 and 1997, and through the subsequent interim
period, there were no "reportable events" as that term is described in Item
304(a)(1)(v) of Regulation S-K.

During the fiscal years ended January 31, 1998 and 1997, and during all
subsequent interim periods, the Trust has not consulted with any other
accountant regarding the application of accounting principles to a specified
transaction either completed or proposed, the type of audit opinion that might
be rendered on the Trust's financial statements, or any of the matters described
above.

The Trust has requested that Arthur Andersen LLP furnish it with a letter,
addressed to the Commission, stating whether or not it agrees with the
statements contained in this Current Report on Form 8-K. A copy of such letter,
dated March 24, 1999, is filed as Exhibit 16.1 to this Current Report on Form
8-K.


<PAGE>   3


Item 7.  Financial Statements and Exhibits

(c)      Exhibits.

         Letter of Arthur Andersen LLP dated March 24, 1999 regarding the
         Current Report on Form 8-K.

Exhibit

  No.             Document Description
- -------           --------------------

16.1              Letter of Arthur Andersen LLP dated March 24, 1999 regarding
                  the Current Report on Form 8-K.



                                   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.

                                 InnSuites Hospitality Trust
                                 (Registrant)

Dated: March 25, 1999      By:   /s/ James F. Wirth
                                 ----------------------------------------------
                                 Name:    James F. Wirth
                                 ----------------------------------------------
                                 Title:   Chief Executive Officer and President
                                 ----------------------------------------------


<PAGE>   4


                                INDEX TO EXHIBITS

Exhibit

  No.             Document Description
- -------           --------------------
16.1              Letter of Arthur Andersen LLP dated March 24, 1999 regarding
                  the Current Report on Form 8-K.





<PAGE>   1
                                     ARTHUR
                                    ANDERSEN

                                                             EXHIBIT 16.1
                                                             -------------------
                                                             ARTHUR ANDERSEN LLP

                                                             -------------------
                                                             SUITE 1800
                                                             200 PUBLIC SQUARE
                                                             CLEVELAND OH 44114
                                                             216 781 2140

March 24, 1999

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Dear Sir/Madam:

We have read the first three paragraphs of Item 4 included in the Form 8-K dated
March 18, 1999 of InnSuites Hospitality Trust to be filed with the Securities 
and Exchange Commission and are in agreement with the statements contained 
therein.

Very truly yours,

/s/ Arthur Andersen LLP

cc: Mr. James F. Wirth, Chairman, InnSuites Hospitality Trust



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