GROVE REAL ESTATE ASSET TRUST
8-K/A, 1996-09-05
REAL ESTATE INVESTMENT TRUSTS
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                     U.S. SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  FORM 8-K/A
                                Amendment No. 1

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

                         Date of Report: August 16, 1996

                          GROVE REAL ESTATE ASSET TRUST
             (Exact name of registrant as specified in its charter)


           Maryland              1-13080                        06-1391084
(State or other jurisdiction   (Commission                   (I.R.S. Employer
of incorporation)                Number)                   Identification No.)



598 Asylum Avenue, Hartford, Connecticut                            06105
(Address of principal executive offices)                          (Zip code)


Registrant's telephone number, including area code:    (203) 520-4789



                                   NO CHANGES
          (Former name or former address, if changed since last report)



<PAGE>


ITEM 4:  CHANGES IN REGISTRANTS CERTIFYING ACCOUNTANTS

Grove Real Estate Asset Trust (the "Registrant") has dismissed BDO Seidman,  LLP
as its independent public accountants effective August 16, 1996.

During the two most recent fiscal years and subsequent  interim period from
January 1, 1996 to August 16, 1996,  there have been no  disagreements  with the
former accountants on any matter of accounting principle or practice,  financial
statement  disclosure,  or auditing scope or procedure.  The former accountants'
report on the financial  statements of the  Registrant  for each of the two past
fiscal years was unqualified.

The Registrant has engaged Ernst & Young, LLP as its new independent public
accountants  effective with the dismissal of its former accountants.  During the
Registrant's  two most recent fiscal years and  subsequent  interim  period from
January 1, 1996 to August 16, 1996,  there have been no  consultations  with the
newly engaged  accountants  with regard to either the  application of accounting
principles as to any specific transaction, either completed or contemplated, the
type of audit  opinion  that would be  rendered  on the  Registrant's  financial
statements, or any matter of disagreements with the former accountants.

The  decision to change  accountants  was approved by all member of the Board of
Trust Managers of the Registrant.

ITEM 7:  FINANCIAL STATEMENTS, PROFORMA FINANCIAL INFORMATION AND EXHIBITS

A.   Financial Statements:  Not Applicable
B.   Pro Forma Financial Information:  Not Applicable
C:   Exhibits
     16.1  Former Accountants' Letter





<PAGE>





                                   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 thereunto duly authorized.

Dated:    September 5, 1996





GROVE REAL ESTATE ASSET TRUST


By: Joseph R. LaBrosse
    -------------------
Name:  Joseph R. LaBrosse
Title:    Chief Financial Officer, Secretary and Treasurer


BDO Seidman, LLP                      330 Madison Avenue
Accountants and Consultants           New York, New York 10017
                                      Telephone:  (212) 885-8000
                                      Fax:  (212) 697-1299


September 4, 1996

Securities and Exchange Commission
450 5th Street N.W.
Washington, DC 20549

Gentlemen:

We have been furnished with a copy of the response to Item 4 of Form
8-K/A for the event that occured August 16, 1996, to be filed by our former 
client the Grove Real Estate Asset Trust.  We agree with the statements made in 
response to that Item insofar as they relate to our Firm.

Very truly yours,

BDO SEIDMAN, LLP

BDO SEIDMAN, LLP



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