BRUNNER COMPANIES INCOME PROPERTIES LP III
8-K/A, 1999-04-13
OPERATORS OF NONRESIDENTIAL BUILDINGS
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                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549


                                   FORM 8-K/A

                                 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 18, 1998

                  BRUNNER COMPANIES INCOME PROPERTIES L.P. III
             (Exact name of registrant as specified in its charter)

<TABLE>
<S>                              <C>                            <C>
  GEORGIA                             0-18419                        31-1266850
 (State of                       (Commission File No.)             (I.R.S. Employer
incorporation)                                                  Identification No.)
</TABLE>

                           3632 WHEELER ROAD, SUITE 2
                                 PO BOX 204227
                                AUGUSTA, GEORGIA
          (Address of principal executive offices, including zip code)

                                 (706) 863-0823
              (Registrant's telephone number, including area code)

<PAGE>   2


                BRUNNER COMPANIES INCOME PROPERTIES, L.P. III




            ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT


On December 18, 1998, Brunner Companies Income Properties, L.P. III, 
("BCIP, L.P. III") engaged Elliott, Davis & Company, L.L.P., to serve as 
independent auditor. The prior independent auditor, Ernst and Young, L.L.P., 
was dismissed on December 18, 1998. The decision to change independent auditors 
was made by Brunner Management, LP, the general partner of BCIP, L.P. III.

There were no disagreements with the Company's prior independent auditor within
the two-year period ended December 31, 1997 and the interim period of January 1,
1998 through December 18, 1998, on matters of accounting principles or
practices, financial statement disclosure, or auditing scope of procedure. Nor
did the prior independent auditor's reports on the financial statements for the
two-year period ended December 31, 1997 contain an adverse opinion or a
disclaimer of opinion nor did they contain a disclaimer of opinion, nor were
they qualified or modified as to uncertainty, audit scope or accounting
principles.

                                  SIGNATURES

Pursuant to the requirements of the Securities Exchange Act, the registrant has 
duly caused this report to be signed on its behalf by the undersigned, hereunto 
duly authorized.


                                 Brunner Companies Income Properties, L.P. III
                                 BY: BRUNNER MANAGEMENT, LP
                                 BY: 104 Management, Inc.

DATE: April 12, 1999

                                 /s/ James M. Hull                
                                 ----------------------------------------------
                                     James M. Hull as President on 
                                     Behalf of the Registrant

<PAGE>   3
April 12, 1999


Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549

Gentlemen:

We have read Item 4 of Form 8-K/A dated April 12, 1999 of Brunner Companies
Income Properties L.P. III and are in agreement with the statement contained in
the second paragraph therein. We have no basis to agree or disagree with other
statements of the registrant contained therein.


                                                           /s/ Ernst & Young LLP


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