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 4, 1996
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
33-45291 04-3131735
(Commission File Number) (I.R.S. Employer Identification No.)
One International Place, Boston, Massachusetts 02110
(Address of Principal Executive Offices) (Zip Code)
(617) 330-8600
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
KPMG Peat Marwick LLP was previously the principal
accountants of the Registrant. On October 4, 1996, KPMG Peat
Marwick LLP's appointment as principal accountants was terminated
and Deloitte & Touche LLP was engaged as its principal
accountants. The decision to change accountants was approved by
the Registrant's managing general partner's directors. The
Registrant did not consult Deloitte & Touche LLP regarding any
matters or events set forth in Item 304(a)(2) of Regulation S-B
prior to October 4, 1996.
In connection with the audits of the two fiscal years ended
December 31, 1995, and the subsequent interim period through
October 4, 1996, there were no disagreements with KPMG Peat
Marwick LLP on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures,
which disagreements if not resolved to their satisfaction would
have caused them to make reference in connection with their
opinion to the subject matter of the disagreement.
The audit reports of KPMG Peat Marwick LLP on the
consolidated financial statements of the Registrant as of and for
the years ended December 31, 1995 and 1994, did not contain any
adverse opinion or disclaimer of opinion, nor were they qualified
or modified as to uncertainty, audit scope, or accounting
principles, except KPMG Peat Marwick LLP auditors' report on the
consolidated financial statements of the Registrant as of and for
the years ended December 31, 1995 and 1994 contained a separate
paragraph stating
"The accompanying consolidated financial statement and
financial statement schedules were prepared assuming the
Partnership will continue as a going concern. As discussed
in Note 5 to the consolidated financial statements, in
December 1995, a general partner of the Operating
Partnerships received a notice from the mortgage lender that
a net worth deficiency existed as defined under the terms of
the mortgage agreement. If this net worth deficiency is not
cured and an event of default results, the mortgage lender
has the option, among other remedies, to demand immediate
repayment of the Permanent Loan and accrued interest
payable. It is uncertain whether the general partner can
cure the net worth deficiency or repay all amounts due under
the Permanent Loan. This matter raises substantial doubt
about the Partnership's ability to continue as a going
concern. Management's plans regarding this matter are also
described in Note 5. The consolidated financial statements
and financial statement schedules do not include any
adjustments that might result from the outcome of this
uncertainty."
Item 7. Financial Statements, Pro Forma Financial
Information and Exhibits
(c) Exhibits
16. Letter dated October 10, 1996 from KPMG Peat
Marwick LLP.
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 this 10
day of October, 1996.
WINTHROP MIAMI ASSOCIATES LIMITED PARTNERSHIP
By: One International Associates, L.P.
Its Sole General Partner
By: One International, Inc.
its sole General Partner
By: /s/ Michael L. Ashner
Michael L. Ashner
Chief Executive Officer
EXHIBIT INDEX
Exhibit Page
16. Letter from KPMG Peat Marwick LLP dated 5
October 10, 1996
Exhibit 16
[Letterhead of KPMG Peat Marwick LLP]
October 10, 1996
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Winthrop Miami
Associates Limited Partnership and subsidiaries and, under the
date of March 15, 1996, we reported on the consolidated financial
statements of Winthrop Miami Associates Limited Partnership as of
and for the years ended December 31, 1995 and 1994. On October
4, 1996, our appointment as principal accountants was terminated.
We have read the statements of Winthrop Miami Associates Limited
Partnership included under Item 4 of its Form 8-K dated October
10, 1996, and we agree with such statements, except:
(1) we are not in a position to agree or disagree with the
statement that the change in principal accountants was
approved by the managing general partner's directors; and
(2) we are not in a position to agree or disagree with the
statement that the registrant did not consult Deloitte &
Touche LLP regarding any matters or events set forth in Item
304(a)(2) of Regulation S-B prior to October 4,1996.
Very truly yours,
KPMG Peat Marwick LLP
Boston, Massachusetts
