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) September
27, 1996
NANTUCKET ISLAND ASSOCIATES A Limited Partnership
(Exact Name of Registrant as Specified in Its Charter)
Massachusetts
(State or Other Jurisdiction of Incorporation)
0-16865 04-2948435
(Commission File Number) (I.R.S. Employer
Identification No.)
One International Place, Boston, Massachusetts
02110
(Address of Principal Executive Offices)
(Zip Code)
(617) 330-8600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last
Report)
Item 4. Changes in Registrant's Certifying Accountant
KPMG Peat Marwick LLP was previously the principal
accountants of the Registrant. On September 27, 1996, KPMG Peat
Marwick LLP's appointment as principal accountants was terminated
and Imowitz Koenig & Co., LLP was engaged as its principal
accountants. The decision to change accountants was approved by
the Registrant's managing general partner's directors.
In connection with the audits of the two fiscal years ended
December 31, 1995, and the subsequent interim period through
September 27, 1996, there were no disagreements with KPMG Peat
Marwick 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 KPMG Peat Marwick LLP on the
consolidated financial statements of the Registrant as of and for
the years ended December 31, 1995 and 1994, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting
principles, except KPMG Peat Marwick LLP auditors' report on the
consolidated financial statements of the Registrant as of and for
the years ended December 31, 1994 and 1993 contained a separate
paragraph stating "As discussed in Note 5 to the consolidated
financial statements, the mortgage debt encumbering the
Partnership is in default effective January 31, 1995. The
Partnership has reached a preliminary agreement with the mortgage
holder for a thirty-two month extension of the maturity date.
Should future negotiations to extend the term of the mortgage
loan fail, it is uncertain whether the Partnership will be able
to secure funds from other sources to pay-off the mortgage loan.
If the Partnership is unable to refinance the loan or cannot
reach an agreement with the mortgage holder, the mortgage holder
could attempt to foreclose on the Property."
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
16. Letter dated October 3, 1996 from KPMG Peat
Marwick LLP.
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 this
3rd day of October, 1996.
NANTUCKET ISLAND ASSOCIATES LIMITED PARTNERSHIP
By: Three Winthrop Properties, Inc.
Its General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
EXHIBIT INDEX
Exhibit Page
16. Letter from KPMG Peat Marwick LLP dated 5
October 3, 1996.
Exhibit 16
[Letterhead of KPMG Peat Marwick LLP]
October 3, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Nantucket Island
Associates Limited Partnership and subsidiaries and, under the
date of March 15, 1996, we reported on the consolidated financial
statements of Nantucket Island Associates Limited Partnership as
of and for the years ended December 31, 1995 and 1994. On
September 27, 1996, our appointment as principal accountants was
terminated. We have read the statements of Nantucket Island
Associates Limited Partnership included under Item 4 of its Form
8-K dated October 3, 1996, and we agree with such statements,
except that we are not in a position to agree or disagree with
the statement that the change in principal accountants was
approved by the managing general partner's directors.
Very truly yours,
KPMG Peat Marwick LLP
