UNITED STATES
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): August 29, 2002
HOUSING PROGRAMS LIMITED
(Exact name of registrant as specified in its charter)
California 0-13808 95-3906167
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification
Number)
55 Beattie Place
Post Office Box 1089
Greenville, South Carolina 29602
(Address of principal executive offices)
Registrant's telephone number, including area code (864) 239-1000
N/A
(Former address, if changed since last report)
Item 4. Changes in Registrant's Certifying Accountant
As of August 29, 2002, Deloitte & Touche LLP, the independent accountant
previously engaged as the principal accountant to audit the financial statements
of Housing Programs Limited (the "Registrant" or the "Partnership"), was
dismissed. As of the same date, the firm of Ernst & Young LLP was engaged to
provide the service for the Registrant.
The audit reports of Deloitte & Touche LLP on the financial statements of the
Partnership as of and for the years ended December 31, 2001 and 2000 did not
contain any adverse opinion or disclaimer of opinion, nor were they qualified or
modified as to audit scope or accounting principles. However, the audit reports
for the years ended December 31, 2001 and 2000 were modified as to uncertainty
of the Partnership to continue as a going concern.
The decision to change accountants was approved by the board of directors of the
general partner of the Partnership on August 29, 2002.
During the Partnership's two most recent fiscal years and any subsequent interim
period preceding the change, there were no disagreements with the 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 it
to make reference to the subject matter of the disagreements in connection with
its report.
The Registrant has provided a copy of this disclosure to the former accountant,
and the Registrant requested that the former accountant furnish the Registrant
with a letter addressed to the Securities and Exchange Commission stating
whether it agrees with the statements made by the Registrant, and, if not,
stating the respects in which it does not agree. A copy of the former
accountant's response indicating agreement is included as an exhibit to this
report.
During the Partnership's two most recent fiscal years ended December 31, 2001
and the subsequent interim period through August 29, 2002, the Partnership did
not consult with Ernst & Young LLP with respect to the application of accounting
principles to a specified transaction, either completed or proposed, or the type
of audit opinion that might be rendered on the Partnership's financial
statements, or any other matters or reportable events as set forth in Items
304(a)(2)(i) and (ii) of Regulation S-B.
Item 7. Financial Statements and Exhibits
(c) Exhibits
16.1 Letter dated August 29, 2002 from the former accountant
regarding its concurrence with the statements made by the
Registrant in this Current Report.
SIGNATURE
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.
HOUSING PROGRAMS LIMITED
By: National Partnership Investments Corp.
General Partner
By: /s/Brian H. Shuman
Brian H. Shuman
Chief Financial Officer
Date: September 6, 2002
Exhibit 16.1
August 29, 2002
Securities and Exchange Commission Mail Stop 11-3 450 5th Street, N.W.
Washington, D.C. 20549
Dear Sirs/Madams:
We have read Item 4 of Housing Programs Limited's Form 8-K dated August 29, 2002
and have the following comments:
1. We agree with the statements made in paragraphs 1 through 5, for which we
have a basis to comment on, and we agree with, the disclosures.
2. We have no basis on which to agree or disagree with the statements made in
paragraph 6, for which we have no basis on which to comment.
Yours truly,
DELOITTE & TOUCHE LLP
Los Angeles, California