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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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):
May 28, 1997 (May 21, 1997)
TIAA REAL ESTATE ACCOUNT
(Exact name of registrant as specified in its charter)
New York 33-92990, 333-13477 Not Applicable
(State or other and 333-22809 (IRS Employer
Jurisdiction of (Commission File No.) Identification No.)
incorporation)
c/o Teachers Insurance and Annuity
Association of America
730 Third Avenue
New York, New York 10017-3206
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (212) 490-9000
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ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
(a) On May 21, 1997, Deloitte & Touche, LLP ("Deloitte")
was advised that they would not be re-engaged as the Registrant's
independent accountant. Deloitte's report dated February 6, 1997
on the Registrant's financial statements for the year ended
December 31, 1996 and for the period July 3, 1995 (commencement
of operations) to December 31, 1995, and Deloitte's report dated
March 8, 1996 on the Registrant's financial statements for the
period July 3, 1995 to December 31, 1995, did not contain an
adverse opinion or a disclaimer of opinion, and was not qualified
as to uncertainty, audit scope or accounting principles. The
decision to change accountants was a result of a process
initiated by Teachers Insurance and Annuity Association of
America ("TIAA") pursuant to its policy to periodically consider
changing auditors for itself and its separate accounts and was
approved by the TIAA Board of Trustees. There have been no
disagreements with Deloitte on any matter of accounting
principles or practices, financial statement disclosure or
auditing scope or procedure since Registrant's inception.
(b) On May 21, 1997, Ernst & Young was engaged by TIAA as
the Registrant's principal accountant. The engagement resulted
from a process initiated by TIAA pursuant to its policy to
periodically consider changing auditors for itself and its
separate accounts.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(c) The following document is being filed herewith as an
exhibit:
(16) Letter from Deloitte & Touche, LLP.
2
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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.
TIAA REAL ESTATE ACCOUNT
By: TEACHERS INSURANCE AND ANNUITY
ASSOCIATION OF AMERICA
Date: May 28, 1997 By: /s/ Peter C. Clapman
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Peter C. Clapman, Senior Vice
President and Chief Counsel,
Investments
(Authorized Signatory)
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EXHIBIT INDEX
(16) Letter from Deloitte & Touche, LLP<PAGE>
Deloitte &
Touche LLP
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[logo] Two World Financial Center Telephone: (212) 436-2000
New York, New York 10281-1414 Facsimile: (212) 436-5000
May 28, 1997
Securities and Exchange Commission
Mail Stop 9-5
450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read and agree with the comments in Item 4 of Form 8-K of
TIAA Real Estate Account dated May 28, 1997.
Yours truly,
/s/ DELOITTE & TOUCHE, LLP
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Deloitte Touche
Tohmatsu
International
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