SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Date of Report (Date of earliest event reported) February 13, 1998
Essex Hospitality Associates III L.P.
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(Exact name of registrant as specified in its charter)
Delaware
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(State of other jurisdiction of incorporation)
33-67848 16-1422266
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(Commission File Number) (IRS Employer Identification No.)
100 Corporate Woods, Suite 300, Rochester, NY 14623
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(Address of prinicipal executive office) (Zip Code)
Registrant's telephone number, including area code: (716) 272-2300
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Item 4. Changes in Registrant's Certifying Accountants.
Coopers & Lybrand, LLP was engaged by Essex Partners Inc. in contemplation of
forming a hotel real estate investment trust. As a result of these
circumstances, on February 13, 1998, Essex Partners Inc., the Managing General
Partner of the Partnership, designated Coopers & Lybrand, LLP for appointment as
the Partnership's principal accountants to audit the Partnership's financial
statements. In connection with this designation, the Partnership's existing
client-auditor relationship with KPMG Peat Marwick LLP, ceased.
(a) (1) (i) The Partnership's former accountants, KPMG Peat
Marwick LLP, were dismissed effective February 13, 1998.
(ii) KPMG Peat Marwick LLP's reports on the Partnership's
financial statements for the past two years did not
contain an adverse opinion or disclaimer of opinion,
nor was either such opinion modified as to
uncertainty, audit scope or accounting principles.
(iii) The decision to change accountants was decided by
Essex Partners Inc., the Managing General Partner.
(iv) There were no disagreements with KPMG Peat Marwick
LLP through February 13, 1998 on any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedure.
(a) (2) Coopers & Lybrand, LLP was engaged to serve as the Partnership's
principal accountants to audit its financial statements by Essex
Partners Inc. on February 13, 1998. Although the Partnership has
consulted with Coopers & Lybrand regarding accounting matters in
connection with the REIT, in connection with its proposal for the
audit the Partnership did not consult with the new accountants
regarding the application of accounting principles to a specific
completed or contemplated transaction, or the type of audit opinion
that might be rendered on the Partnership's financial statements.
(a) (3) Attached hereto as Exhibit 16 is a letter from KPMG Peat Marwick LLP
regarding the change in the Partnership's certifying accountants.
Item 7. Exhibits
16. Letter from KPMG Peat Marwick LLP regarding change in
certifying accountants.
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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.
Essex Hospitality Associates III L.P.
(Registrant)
Date: February 18, 1998 /s/ Lorrie L. LoFaso
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Lorrie L. LoFaso, Chief Accounting Officer
(Letterhead of KPMG Peat Marwick LLP)
EXHIBIT 16
February 13, 1998
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Essex Hospitality Associates III
L.P. and, under the date of February 13, 1997, we reported on the financial
statements of Essex Hospitality Associates III L.P. as of and for the years
ended December 31, 1996 and 1995. On February 13, 1998 our appointment as
principal accountants was terminated. We have read Essex Hospitality Associates
III L.P.'s statements included under Item 4 of its Form 8-K dated February 13,
1998, and we agree with such statements.
Very truly yours,
/s/ KPMG Peat Marwick LLP
