SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) October 28, 1998
MILESTONE PROPERTIES, INC.
(Exact Name of Registrant as Specified in Charter)
Delaware 1-10641 65-0158204
(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
150 East Palmetto Park Road, 4th Floor, Boca Raton, FL 33486
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (561) 394-9533
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(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 4. Changes in Registrant's Certifying Accountant.
Milestone Properties, Inc. ("Milestone"), directly and through its wholly owned
subsidiaries, is engaged in the business of owning, acquiring, managing,
developing and investing in commercial real estate and real estate related
assets. Milestone, together with its subsidiaries, is hereinafter referred to as
the "Company".
On October 28, 1998, the Company dismissed the accounting firm of Deloitte &
Touche LLP as the Company's independent auditor to audit the Company's financial
statements.
Deloitte & Touche LLP's reports on the Company's consolidated balance sheets as
of December 31, 1997 and 1996, and the related consolidated statements of
revenues and expenses, stockholders' equity and cash flows for each of the three
years in the period ended December 31, 1997 did not contain any adverse opinion
or disclaimer of opinion, and such reports were not qualified or modified as to
uncertainty, audit scope, or accounting principles. Furthermore, during the
above mentioned periods and the interim periods ended June 30, 1998 and through
the date of this filing, the Company had no disagreements with Deloitte & Touche
LLP on any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure or any reportable event, which
disagreements, if not resolved to the satisfaction of Deloitte & Touche LLP,
would have caused it to make reference to the subject matter of the
disagreements in connection with its reports.
The Company has never been advised by Deloitte & Touche LLP that (a) the
internal controls necessary for the Company to develop reliable financial
statements do not exist; (b) information had come to its attention that led it
to no longer be able to rely on management's representations or that had made it
unwilling to be associated with the financial statements prepared by management;
(c) there was a need to expand significantly the scope of the audit, or that
information had come to its attention that, if further investigated, may (or may
have): (i) materially impact (or impacted) the fairness or reliability of either
a previously issued audit report or the underlying financial statements, or the
financial statements issued or to be issued covering the year ending December
31, 1998, or (ii) cause (or caused) it to be unwilling to rely on management's
representations or to be associated with the registrant's financial statements
or (d) information has (or had) come to its attention that it has (or had)
concluded materially impacts (or impacted) the fairness or reliability of
either: (i) a previously issued audit report or the underlying financial
statements, or (ii) the financial statements issued or to be issued for the year
ending December 31, 1998 (including information that, unless resolved to the
satisfaction of Deloitte & Touche LLP, would prevent it from rendering an
unqualified audit report on such financial statements).
The Company has provided the above disclosure to Deloitte & Touche LLP, and has
requested that they furnish the Company with a letter addressed to the
Securities and Exchange Commission (the "Commission") stating whether they agree
with the above statements. A copy of Deloitte & Touche LLP's letter in response
to this request is attached as an exhibit to this report.
On November 2, 1998, the Company retained the accounting firm of Ahearn, Jasco +
Company, P.A. as its new independent auditor to audit the Company's financial
statements for the fiscal year ending December 31, 1998. Neither during the
period ended June 30, 1998 and through the date of this filing nor during the
Company's three most recent fiscal years, did the Company consult with Ahearn,
Jasco + Company, P.A. regarding 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 financial statements of the Company.
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The Company has provided Ahearn, Jasco + Company, P.A. with a copy of this
report prior to its filing with the Commission, and Ahearn, Jasco + Company,
P.A. agrees with the comments contained herein.
The decision to change accounting firms as the Company's independent auditor to
audit the Company's financial statements was approved by the Audit Committee of
the Company's Board of Directors on October 27, 1998.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits.
Exhibit Number Description
16.1 Letter from Deloitte & Touche LLP,
dated November 4, 1998, to the
Securities and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
as amended, the Registrant has duly caused this report to be signed on its
behalf by the undersigned hereunto duly authorized.
MILESTONE PROPERTIES, INC.
(Registrant)
Date: November 4, 1998 By /s/ Patrick S. Kirse
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Patrick S. Kirse
Vice President of Accounting
(Principal Accounting Officer)
Exhibit 16.1
November 4, 1998
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 Milestone
Properties, Inc. dated November 4, 1998 insofar as they relate to us.
Your truly,
/s/ Deloitte & Touche LLP
