UNITED INVESTORS GROWTH PROPERTIES II
8-K/A, 1998-10-27
REAL ESTATE
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                           FORM 8-K - CURRENT REPORT


                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                              Washington, DC 20549

                                   FORM 8-K/A

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934

                       Date of Report: September 23, 1998


                     UNITED INVESTORS GROWTH PROPERTIES II
             (Exact name of registrant as specified in its charter)


              Missouri                0-19242                43-1542902
  (State or other jurisdiction of   (Commission           (I.R.S. Employer
   incorporation or organization)   File Number)           Identification
                                                              Number)


           55 Beattie Place
         Post Office Box 1089
      Greenville, South Carolina                                29602
(Address of principal executive office)                       (Zip Code)

       Registrant's telephone number, including area code (864) 239-1000


ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

As of September 23, 1998, Deloitte & Touche LLP, the independent accountant
previously engaged as the principal accountant to audit the financial statements
of United Investors Growth Properties II (the "Registrant" or the "Partnership")
was dismissed.  As of the same date, the firm of KPMG Peat Marwick LLP was
engaged to provide that service for the Registrant.

The audit reports of Deloitte and Touche LLP on the financial statements of the
Partnership as of and for the years ended December 31, 1997 and 1996, did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to uncertainty, audit scope or accounting principles.

The decision to change accountants was approved by the board of directors of the
general partner of the Partnership on September 23, 1998.

During the Partnership's two most recent fiscal years and any subsequent interim
period preceding the change, there were no disagreements with the former
accountant 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 the former accountant, would have caused it
to make reference to the subject matter of the disagreements in connection with
its report.

The Registrant has provided a copy of this disclosure to the former accountant,
and the Registrant requested that the former accountant furnish the Registrant
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Registrant, and, if not,
stating the respects in which it does not agree.  A copy of the former
accountant's response indicating agreement is included as an exhibit to this
report.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(a)  Financial statements of businesses acquired. - Not Applicable

(b)  Pro forma financial information. - Not Applicable

(C)  Letter dated October 1, 1998 from the registrant's former independent
     accountant regarding its concurrence with the statements made by the
     registrant in this current report.


                                   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.

                            UNITED INVESTORS GROWTH PROPERTIES II


                            By:        United Investors Real Estate, Inc.
                                       Its General Partner


                            By:        /s/Patrick Foye           
                                       Patrick Foye
                                       Executive Vice President


                            Date:      October 27, 1998



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