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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 30, 1997
Century Pacific Tax Credit Housing Fund-II
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(Exact name of registrant as specified in its charter)
California 33-24537 95-4178283
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(State or other jurisdiction Commission File (I.R.S. Employer
of incorporation) Number Identification No.)
1925 Century Park East, Suite 1760, Los Angeles, CA 90067
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(Address of principal executive offices)
Registrant's telephone number, including area code (310) 208-1888
Not Applicable
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(Former name or former address, if changed since last report.)
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Item 4. Changes in Registrant's Certifying Account
Effective September 30, 1997, Century Pacific Tax Credit Housing Fund-II
("Fund-II") dismissed its former certifying accountants, Rubin, Brown,
Gornstein & Co. LLP ("Rubin"), and appointed the firm of Novogradac & Company
LLP ("Novogradac") to serve as its certifying accountants for its fiscal year
ending March 31, 1998. The decision to change accountants was approved by
the general partners of Fund-II.
During the fiscal year ended March 31, 1997, and the subsequent interim
period preceding the date hereof, there were no disagreements between Fund-II
and Rubin on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to the satisfaction of Rubin, would have caused them to make
reference to the subject matter of the disagreements in connection with their
report.
Rubin's report on Fund-II's financial statements for the fiscal year ended
March 31, 1997 contained a modification as to uncertainty of Fund-II to
continue as a going concern. Except as set forth above, Rubin's report on
the above mentioned financial statements contained no adverse opinion or
disclaimer of opinion, and was not qualified or modified as to uncertainty,
audit scope or accounting principles.
There have been no events set forth in Item 304(a)(1)(v) of Regulation S-K
that have occurred with respect to Fund-II within the last fiscal year or the
subsequent interim period preceding the date hereof. Rubin was not the
auditor of record prior to the fiscal year ending March 31, 1997.
Also during the fiscal years ended March 31, 1996 and 1997, and the
subsequent interim period preceding the date hereof, Fund-II did not consult
Novogradac regarding any of the matters or events set forth in Item
304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
16.1 Letter from Rubin, Brown, Gornstein & Co. LLP to the Securities
and Exchange Commission regarding change in certifying
accountant.
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SIGNATURE
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.
CENTURY PACIFIC TAX CREDIT HOUSING FUND-II
(Registrant)
Dated: November 18, 1997 By: /s/ Irwin Jay Deutch
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Irwin Jay Deutch
Managing General Partner
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[RBG & CO. LETTERHEAD]
November 12, 1997
Office of the Chief Accountant
Securities and Exchange Commission
450 - 5th Street, N.W.
Washington, DC 20549
To Whom It May Concern:
This letter serves to confirm that the client-auditor relationship between
Century Pacific Housing Fund-II and Rubin, Brown, Gornstein & Co. LLP has
ceased effective September 30, 1997 and Rubin, Brown, Gornstein & Co. LLP
will no longer serve as independent accountants of record.
During the registrant's two most recent fiscal years and to the date of this
letter, there have been no disagreements over any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedures, which disagreement, if not resolved, would have caused us to make
reference thereto in our report.
Our report on the Partnership's financial statements contained a modification
as to the uncertainty of Century Pacific Housing Fund-II to continue as a
going concern. Our report did not contain an adverse opinion or disclaimers
of opinion and was not qualified as to uncertainty, audit scope or accounting
principle other than previously discussed.
Very truly yours,
RUBIN, BROWN, GORNSTEIN, & CO. LLP
TSB:sjs
cc: Mr. Irwin Deutch, Chairman
Century Pacific Corporation
c/o Century Pacific Housing Fund-II
1925 Century Park East, Suite 1760
Los Angeles, California 90067
