FORM 8-K - CURRENT REPORT
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: December 8, 1999
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
(Exact name of registrant as specified in its charter)
Maryland 0-14569 04-2848939
(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 December 8, 1999, KPMG LLP, the independent accountant previously engaged
as the principal accountant to audit the financial statements of Springhill Lake
Investors Limited Partnership (the "Registrant" or the "Partnership"), was
terminated. As of the same date, the firm of Arthur Andersen LLP was engaged to
provide the service for the Registrant.
The audit reports of KPMG LLP on the financial statements of the Partnership as
of and for the year ended December 31, 1998 and of Reznick Fedder & Silverman on
the financial statements of the Partnership as of and for the year ended
December 31, 1997, did not contain any adverse opinion or disclaimer of opinion,
nor were they qualified or modified as to uncertainty, audit scope or accounting
principles. The Registrant previously filed a Current Report on Form 8-K on
October 27, 1998 disclosing the dismissal of Reznick Fedder & Silverman and a
Current Report on Form 8-K on November 19, 1998 disclosing the engagement of
KPMG LLP (formerly KPMG Peat Marwick LLP).
The decision to change accountants was approved by the board of directors of the
managing general partner of the Partnership on December 8, 1999.
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 KPMG LLP, and the
Registrant requested that KPMG LLP 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 KPMG LLP's response indicating agreement is
included as an exhibit to this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
16.1 Letter dated December 13, 1999, from KPMG LLP 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.
SPRINGHILL LAKE INVESTORS LIMITED PARTNERSHIP
By: Three Winthrop Properties, Inc.
Managing General Partner
By: /s/ Patrick J. Foye
Patrick J. Foye
Executive Vice President
Date: December 13, 1999
Exhibit 16.1
December 13, 1999
Securities and Exchange Commission
Washington, DC 20549
Ladies and Gentlemen:
We were previously principal accountants for Springhill Lake Investors Limited
Partnership and, under the date of March 24, 1999, we reported on the
consolidated financial statements of Springhill Lake Investors Limited
Partnership as of and for the year ended December 31, 1998. On December 8,
1999, our appointment as principal accountants was terminated. We have read
Springhill Lake Investors Limited Partnership's statements included under Item 4
of its Form 8-K dated December 13, 1999, and we agree with such statements,
except that we are not in a position to agree or disagree with Springhill Lake
Investors Limited Partnership's statement that the change was approved by the
board of directors of the managing general partner of the Partnership.
Very truly yours,
/s/KPMG LLP