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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
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PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported) FEBRUARY 3, 1999
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PW PREFERRED YIELD FUND II, L.P.
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(Exact name of registrant as specified in its charter)
DELAWARE 0-22300 84-1180783
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(State or other jurisdiction of (Commission (IRS Employer
incorporation or organization) File Number) Identification Number)
88 BROAD STREET, BOSTON, MASSACHUSETTS 02110
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (617) 854-5800
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(Former name or former address, if changed since last report.)
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PW PREFERRED YIELD FUND II, L.P.
FORM 8-K
Page 2 of 3
ITEM 4. OTHER EVENTS
On February 3, 1999 the Registrant notified PricewaterhouseCoopers LLP ("PwC")
that they were dismissed as the Registrant's independent auditor.
The reports of PwC on the Registrant's financial statements for the past two
years did not contain an adverse opinion or a disclaimer of opinion and were not
qualified or modified as to uncertainty, audit scope or accounting principles.
The decision to change auditors was approved by the General Partners.
The Registrant and PwC have not, in connection with the audit of the
Registrant's financial statements for each of the prior two years ended December
31, 1997 and 1996 or for any subsequent interim period prior to and including
September 30, 1998, had any disagreement on any matter of accounting principles
or practices, financial statement disclosure, or auditing scope or procedure,
which disagreement, if not resolved to PwC's satisfaction, would have caused PwC
to make reference to the subject matter of the disagreement in connection with
its reports.
On February 3, 1999, the Registrant appointed Ernst & Young LLP as its
independent accountant.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16 Copy of Letter from PricewaterhouseCoopers LLP
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Page 3 of 3
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.
(Registrant)
By: /S/ STEPHEN R. DYER Date: FEBRUARY 3, 1999
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Stephen R. Dyer
President and Director of
General Equipment Management II, Inc.
By: /S/ GARY D. ENGLE Date: FEBRUARY 3, 1999
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Gary D. Engle
Vice President and Director of
AFG Leasing VII Incorporated, the
sole General Partner of Pembroke
Financial Limited Partnership
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Exhibit 16
(letterhead of PwC)
Securities and Exchange Commission 450 5th Street, N.W.
Washington, D.C. 20549
February 3, 1999
Commissioners:
We have read the statements made by PW Preferred Yield Fund II, L.P. (copy
attached), which we understand will be filed with the Commission, pursuant
to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the
month of January 1999. We agree with the statements concerning our Firm in
such Form 8-K.
Very truly yours,
PricewaterhouseCoopers LLP
