SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
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Date of Report
(Date of earliest
event reported): January 6, 2000
WELLINGTON PROPERTIES TRUST
(Exact name of registrant as specified in its charter)
Maryland 0-25074 39-6594066
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
18650 West Corporate Drive, Brookfield, Wisconsin 53045
(Address of principal executive offices, including zip code)
(414) 792-8900
(Registrant's telephone number)
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Item 4. Changes in Registrant's Certifying Accountant.
On January 6, 2000, Wellington Properties Trust (the "Company")
dismissed its independent auditors, Grant Thornton LLP and appointed Price
Waterhouse Coopers, LLP as the Company's new independent auditors. The decision
to change accountants was recommended and approved by the Company's Board of
Directors.
The principal accountants' reports on the Company's financial
statements for the past two (2) years did not contain an adverse opinion or
disclaimer of opinion and were not qualified or modified as to uncertainty,
audit scope or accounting principles.
During the Company's two (2) most recent fiscal years and any
subsequent interim period preceding the change in accountants, there were no
disagreements with the Company's former accountants on any matter of accounting
principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreements, if not resolved to the satisfaction of the
former accountants, would have caused them to make a reference to the subject
matter of such disagreements in connection with their reports.
During the Company's two (2) most recent fiscal years and any
subsequent interim period preceding the change in accountants, the Company's
accountants did not advise the Company that the internal controls necessary for
the Company to develop reliable financial statements did not exist.
During the Company's two (2) most recent fiscal years and any
subsequent interim period preceding the change in accountants, the Company's
accountants did not advise the Company that information had come to the
accountants' attention that led them to no longer be able to rely on
management's representations, or that made them unwilling to be associated with
the financial statements prepared by management.
During the Company's two (2) most recent fiscal years and any
subsequent interim period preceding the change in accountants, the Company's
accountants did not advise the Company of the need to expand significantly the
scope of their audit, or that information had come to the accountants' attention
during such period that if further investigated may (i) materially impact the
fairness or reliability of a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal period subsequent to the date of the most recent financial
statements covered by an audit report (including information that may have
prevented them from rendering an unqualified audit report on those financial
statements), or (ii) caused them to be unwilling to rely on management's
representations or be associated with the Company's financial statements and,
due to the former accountants' dismissal, or for any other reason, the
accountant did not so expand the scope of its audit or conduct such further
investigations.
During the Company's two (2) most recent fiscal years and any
subsequent interim period preceding the change in accountants, the Company's
accountants did not advise the Company that information had come to such
accountants' attention that they had concluded materially impacted the fairness
or reliability of a previously issued audit report or the underlying financial
statements, or the financial statements issued or to be issued covering a fiscal
period subsequent to the date of the most recent financial statements covered by
an audit report (including information that, unless resolved to the accountants'
satisfaction, would have prevented them from rendering an unqualified audit
report on those financial statements), and due to the former accountants'
dismissal, or for any other reason, the issue had not been resolved to the
accountants' satisfaction prior to their dismissal.
The Company's former accountants have been requested to furnish
the Company with a letter, addressed to other Commission, stating whether the
accountants agree or disagree with the statements made by the Company under this
item. The former accountants' letter is filed as an exhibit to this Form 8-K in
accordance with paragraph (a)(3) of Item 304 or Regulation S-K.
Prior to the engagement of Price Waterhouse Coopers, LLP on
January 6, 2000, during the Company's two (2) most recent fiscal years and
during any subsequent interim period, neither the Company nor anyone on its
behalf has consulted the Company's newly engaged accountants regarding either
the application of accounting principles to a specific transaction, whether
completed or proposed, or the type of audit opinion that might be rendered on
the Company's financial statements, and neither a written report or oral advice
was provided to the Company that the new accountants concluded was an important
factor considered by the Company in reaching a decision as to the accounting,
auditing or financial reporting issue. During such period, neither the Company
nor anyone on its behalf consulted its new accountants on any matter that was
either the subject of a disagreement or a reportable event as defined in Item
304 of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Statements and Exhibits.
(a) Not applicable.
(b) Not applicable.
(c) Exhibits.
16 Letter Regarding Change in Certifying Accountant.
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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.
WELLINGTON PROPERTIES TRUST
Dated: January 14, 2000 By: /s/ Robert F. Rice
Robert F. Rice
President
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EXHIBIT INDEX
16 Letter Regarding Change in Certifying Accountant.
Exhibit 16
January 13, 2000
Securities and Exchange Commission
Washington, D.C. 20549
Re: Wellington Properties Trust
File No. 0-25074
Dear Sir or Madam:
We have read Item 4 (paragraphs two through the penultimate paragraph) of the
Form 8-K of Wellington Properties Trust, dated January 6, 2000, and agree with
the statements contained therein.
Very truly yours,
/s/ Grant Thornton LLP
GRANT THORNTON LLP
