<PAGE> 1
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) December 1, 1996
----------------------------
PW Preferred Yield Fund II, LP
- --------------------------------------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Delaware 0-22300 84-1180783
- --------------------------------------------------------------------------------
(State or Other Jurisdiction (Commission (IRS Employer
Of Incorporation) File Number) Identification No.)
98 North Washington Street, Boston, MA 02114
- --------------------------------------------------------------------------------
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (617) 854-5800
-----------------------------
- --------------------------------------------------------------------------------
(Former Name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 4. Changes In And Disagreements With Accountants On Accounting And
Financial Disclosure.
On December 1, 1996, the Board of Directors of the General Equipment Management
II Inc. (the "Administrative General Partner") of Registrant elected to retain
Coopers and Lybrand LLP ("C & L") as its independent auditor and to dismiss
Arthur Andersen, LLP ("AA"). Heretofore AA had acted as the Registrant's
independent auditor. The decision to change auditors was recommended by the
Registrant's Administrative General Partner.
The reports of AA on the financial statements of the Registrant for each of the
two fiscal years in the period ended December 31, 1995, did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the Registrant's two recent fiscal years and all subsequent interim
periods preceding such change in auditors, there was no disagreement with AA on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope or procedure, which, if not resolved to the
satisfaction of the former accountant, would have caused it to make a reference
to the subject matter of the disagreements in connection with its report; nor
has AA ever presented a written report, or otherwise communicated in writing to
the Registrant or its General Partners the existence of any "disagreement" or
"reportable event" within the meaning of Item 304 of Regulation 8-K.
The Registrant has authorized AA to respond fully to the inquiries of the
Registrant's successor accountant and has requested that AA provide the
Registrant with a letter addressed to the SEC, as required by Item 304 (a) (3)
of Regulations S-K, so that the Registrant can file such letter with the SEC.
Item 7. Financial Statement, Pro Forma Financial Information Exhibits.
a. Financial Statements of Businesses Acquired.
Not applicable.
b. Pro Forma Financial Information
Not applicable.
c. Exhibits.
Number Description
16 Letter re change in certifying
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.
PW Preferred Yield Fund II L.P.
December 13, 1996 By By: /s/ Joseph P. Ciavarella
-----------------------------
Joseph P. Ciavarella
Vice President
General Equipment Management II Inc.
Administrative General Partner
<PAGE> 1
EXHIBIT 16
ARTHUR
ANDERSEN
ARTHUR ANDERSEN & CO, SC
____________________
Arthur Andersen LLP
____________________
1345 Avenue of the
Americas New York
NY 10105
December 17,1996
Chief Accountant
Securities and Exchange Commission
Office of the Chief Accountant
SECPS Letter File
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C. 20549
Dear Chief Accountant:
We have read Item 4 included in the attached Form 8-K dated December 13,1996 of
PW Preferred Yield Fund II, L.P.(Commission File Number 0-22300) filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
By: /s/ Arthur Andersen, LLP
