UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A2
CURRENT REPORT
Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934
Date of Report: (Date of Earliest Event Reported):
March 20, 1999
Common Goal Health Care Pension and Income Fund L.P. II
(Exact name of registrant as specified in its charter)
Delaware 0-21604 36-3644837
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
215 Main Street, Penn Yan, NY 14527
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (315) 536-5985
Item 4. Changes in Registrant's Certifying Accountant
On March 20, 1999, the Registrant engaged the accounting firm of Ehrhardt Keefe
Steiner & Hottman PC ("EKS&H") as its principal independent accountants to audit
the Registrant's financial statements for its fiscal years ending December 31,
1998 and 1997. The appointment of new independent accountants was approved by
the Audit Committee and Board of Directors of the Registrant. The Company
dismissed its former independent accountants, KPMG LLP effective with the
appointment of EKS&H.
Prior to the appointment of EKS&H, management of the Registrant had not
consulted with EKS&H.
During the year ended December 31, 1996 and up through March 20, 1999, there
were no disagreements with the former accountants on any matter of accounting
principles or practices, financial statement disclosures, or auditing scope or
procedure which would have caused the former accountants to make reference in
their report to such disagreements if not resolved to their satisfaction.
KPMG LLP's reports on the financial statements for the year ended December 31,
1996 contained no adverse opinion or disclaimer of opinion and were not modified
as to uncertainty, audit scope or accounting principles.
The Registrant has provided KPMG LLP with a copy of this disclosure and
requested that KPMG LLP furnish it with a letter addressed to the Securities and
Exchange Commission stating whether it agrees with the above statements.
<PAGE>
Item 7.
(c) Exhibits
16 Former Accountants Letter
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.
Common Goal Health Care Pension and Income Fund LP II
By: Common Goal Capital Group, Inc., II,
General Partner
Date: April 9, 1999 By: /s/ Albert E. Jenkins III
Albert E. Jenkins III, Chairman and
Chief Executive Officer
April 9, 1999
Office of the Chief Accountant
SECPS Letter Files
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Common Goal Health Care Pension and
Income Fund L.P. II and, under the date of March 31, 1997, except as to
paragraph 3 of Note 5, which was as of April 4, 1997, we reported on the
financial statements of Common Goal Health Care Pension and Income Fund L.P. II
as of and for the years ended December 31, 1996 and 1995. On March 20, 1999, our
appointment as principal accountants was terminated. We have read Common Goal
Health Care Pension and Income Fund L.P. II's statements included under Item 4
of its Form 8-K/A2 dated April 9, 1999, and we agree with such statements.
Very truly yours,
/s/KPMG LLP
KPMG LLP
