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) December 9, 1996
RESORT INCOME INVESTORS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 1-10084 36-3593298
(State of or other (Commission File (I.R.S. Employer
jurisdiction of Number) Identification
incorporation) Number)
150 South Wacker Drive, Suite 2900, Chicago, IL 60606
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (312) 683-3323
ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
On December 9, 1996, Resort Income Investors, Inc. (the "Company")
dismissed Deloitte & Touche LLP ("D&T") as its independent auditing firm. D&T's
report on the financial statements for the past two years did not contain an
adverse opinion or a disclaimer of opinion, nor was the report qualified or
modified as to audit scope. The audit report for 1995 was modified to include
explanatory paragraphs with respect to: (1) a change in accounting principles
related to the change to the liquidation basis of accounting, effective June 30,
1995; (2) uncertainties related to the realization of assets and satisfaction of
liabilities in conjunction with the Company's liquidation; and (3) the emphasis
of a matter related to: (a) the formal investigation of the Company by the
Securities and Exchange Commission; (b) two purported class actions; and (c)
three other actions pending against the Company. During the Company's two most
recent fiscal years and the subsequent interim period preceding such dismissal,
there have not been any disagreements with D&T on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure. The decision to change accountants was recommended and approved by
the Audit Committee of the Board of Directors.
On December 9, 1996, the Company engaged BDO Seidman as the new
independent accountant to audit the Company's financial statements. During the
Company's two most recent fiscal years, and the subsequent interim period prior
to engaging BDO Seidman, the Company has not consulted BDO Seidman regarding:
(i) either: the application of accounting principles to a specified transaction,
either completed or proposed; or the type of audit opinion that might be
rendered on the Company's financial statements, and no written report was
provided to the Company and no oral advice was provided that BDO Seidman
concluded was an important factor considered by the Company in reaching a
decision as to the accounting, auditing or financial reporting issue; or (ii)
any matter that was either the subject of a disagreement (as defined in
paragraph 304(a)(l)(iv) of Regulation S-K) or a reportable event (as described
in paragraph 304(a)(l)(v) of Regulation S-K). BDO Seidman has reviewed the
disclosure contained herein and agrees with the same.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
Exhibits
16.1 Letter dated December 12, 1996 from Deloitte & Touche LLP
addressed to the Securities and Exchange Commission regarding change in
certifying accountants.
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, thereunto duly authorized.
RESORT INCOME INVESTORS, INC.
(Registrant)
DATE: December 16, 1996 By: /s/ John R. Young
NAME: John R. Young
TITLE: Chairman of the Board of
Directors, Chief Executive
Officer, President and Chief
Financial Officer
EXHIBIT 16.1
Deloitte &
Touche LLP Suite 3600 Telephone (303) 292-5400
555 Seventeenth Street Facsimile:(303) 312-4000
Denver, Colorado 80202-3942
December 12, 1996
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of Resort
Income Investors, Inc. dated December 9, 1996, except for the last sentence of
the first paragraph and all of the second paragraph, for which we have no basis
to agree or disagree.
Yours truly,
/s/ Deloitte & Touche LLP
Deloitte Touche
Tohmatsu
International
