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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): APRIL 28, 1999
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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 of Commission File (I.R.S. Employer
incorporation or organization) Number Identification No.)
1925 CENTURY PARK EAST, SUITE 1760, LOS ANGELES, CA 90067
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Registrant's telephone number, including area code (310) 208-1888
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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 April 28, 1999, Century Pacific Tax Credit Housing Fund-II
("Fund-II") dismissed its former certifying accountants, Novogradac & Company
LLP ("Novogradac") and appointed the firm of Rubin, Brown, Gornstein & Co., LLP
("Rubin") to serve as its certifying accountants for its fiscal year ending
March 31, 1999. The decision to change accountants was approved by the
general partners of Fund-II.
During the fiscal year ended March 31, 1998, and the subsequent interim
period preceding the date hereof, there were no disagreements between Fund-II
and Novogradac 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 Novogradac, would have caused them to
make reference to the subject matter of the disagreements in connection with
their reports.
Novogradac's reports on Fund-II's financial statements for the fiscal year
ended March 31, 1998 contained a modification as to uncertainty of Fund-II to
continue as a going concern. Except as set forth above, Novogradac's reports
on the above mentioned financial statements contained no adverse opinion or
disclaimer of opinion, and were 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 Regulations S-K
that have occurred with respect to Fund-II within the last fiscal year or the
subsequent interim period preceding the date hereof. Novogradac was not the
auditor of record prior to the fiscal year ending March 31, 1998.
Also during the fiscal year ended March 31, 1998, and the subsequent interim
period preceding the date hereof, Fund-II did not consult Rubin 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 Novogradac & Company 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: April 28, 1999 By: CENTURY PACIFIC CAPITAL II CORPORATION,
GENERAL PARTNER
By: /s/ Essie Safaie
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Essie Safaie
Chief Financial Officer
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April 28, 1999
Office of the Chief Accountant
Securities and Exchange Commission
450 - 5th Street, NW
Washington, DC 20549
To Whom It May Concern:
This letter serves to confirm that the client - auditor relationship between
Century Pacific Tax Credit Housing Fund-II and Novogradac & Company, LLP has
ceased effective April 28, 1999 and Novogradac & Company LLP will no longer
serve as independent accountants of record.
During the registrant's most recent fiscal year 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 reports.
Our reports on the Partnership's financial statements contained a
modification as to the uncertainty of Century Pacific Tax Credit Housing
Fund-II to continue as a going concern. Our reports did not contain an
adverse opinion or disclaimers of opinion and were not qualified as to
uncertainty, audit scope or accounting principle other than previously
discussed.
We agree with the statements made by Century Pacific Housing Tax Credit
Fund-II included in Item 4 of Form 8-K.
Sincerely,
/s/ Novogradac & Company LLP
NOVOGRADAC & COMPANY, LLP
cc: Mr. Irwin Deutch, Chairman
Century Pacific Corporation
c/o Century Pacific Housing Fund-I
1925 Century Park East, Suite 1760
Los Angeles, California 90067
