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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: SEPTEMBER 1, 1999
CALIFORNIA PROPERTIES FUND
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CALIFORNIA
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(STATE OR OTHER JURISDICTION OF INCORPORATION)
0-19238 95-3463928
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(COMMISSION FILE NUMBER) (IRS EMPLOYEE IDENTIFICATION NO.)
2051 PALOMAR AIRPORT ROAD, CARLSBAD, CA 92009
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(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
REGISTRANT'S TELEPHONE NUMBER INCLUDING AREA CODE: (760) 431-5626
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12770 HIGH BLUFF DRIVE, SUITE 140, SAN DIEGO, CA 92130
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(FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)
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ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT
(a) Responses are by reference to Regulation S-K, Item 304(a)(1) and (a)(3).
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(a)(1)(i) On September 1, 1999, Levitz, Zacks & Ciceric Accountants, Inc.
(hereinafter "Levitz, Zacks & Ciceric") resigned as the Registrant's certifying
accountant.
(a)(1)(ii) Levitz, Zacks & Ciceric was not engaged to perform services relating
to the financial statements for the years ended December 31, 1997 or December
31, 1998, and, accordingly, issued no reports or opinions for such years.
Levitz, Zacks & Ciceric was engaged to perform services relating to the
financial statements for the year ended December 31, 1996. No opinion or report
was issued as a result of such engagement.
(a)(1)(iv) Levitz, Zacks & Ciceric was not engaged to perform services relating
to the financial statements for the years ended December 31, 1997; December 31,
1998; or the interim period from the date of the last audited financial
statements to September 1, 1999, and, accordingly, issued no reports or opinions
for such years. Levitz, Zacks & Ciceric was engaged to perform services relating
to the financial statements for the year ended December 31, 1996. No opinion or
report was issued as a result of such engagement. During the above-referenced
time period, there have been no disagreements with Levitz, Zacks & Ciceric 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 Levitz, Zacks & Ciceric would have caused it to make a reference
to the subject matter of the disagreement in connection with its engagement.
(a)(1)(v) Not applicable.
(a)(3) The Registrant has provided Levitz, Zacks & Ciceric with a copy of this
disclosure. The Registrant has requested that Levitz, Zacks & Ciceric furnish it
with a letter addressed to the SEC stating whether it agrees with the statements
made by the Registrant in response to this Item 304(a) and, if not, stating the
respects in which it does not agree. A copy of Levitz, Zacks & Ciceric's letter,
provided pursuant to Item 601(b)(16) of Regulation S-K, relating to this
disclosure is attached as Exhibit A to this Form 8-K/A.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
California Properties Fund, a California corporation
Date: October 29, 1999 /s/ Michael Fanghella
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Michael Fanghella, President
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Exhibit A
Levitz, Stanley A. Levitz, LLS, CPA
Zacks & Richard S. Ciceric, LLM, CPA
Ciceric Dana A. Basney, MSBA, CPA
CERTIFIED PUBLIC ACCOUNTANTS ---------------
Hyman J. Zacks, LLM, CPA-Retired
701 "B" Street 4th Floor (619) 238-1077
San Diego, California 920101 Fax # (619) 898-8914
October 29, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
Levitz, Zacks & Ciceric Accountants, Inc. has read the California Properties
Fund report on Form 8-K/A dated September 1, 1999, concerning our resignation as
the company's accountants. Levitz, Zacks & Ciceric Accountants, Inc. agrees with
the comments in Item 4 of Form 8-K/A concerning our firm with the exception of
the following:
With respect to paragraph (a)(1)(v): Levitz, Zacks & Ciceric
Accountants, Inc.'s letter of resignation enumerated circumstances
associated with an entity with certain common management personnel.
Such circumstances led Levitz, Zacks & Ciceric Accountants, Inc. to no
longer be able to rely on management's representations and made Levitz,
Zacks & Ciceric Accountants, Inc. unwilling to be associated with the
financial statements prepared by management. The letter of resignation
implicitly informed the registrant of the above.
Very truly yours,
Levitz, Zacks & Ciceric Accountants, Inc.
/s/ Levitz, Zacks & Ciceric Accountants, Inc.
