SECURITIES AND EXCHANGE COMMISSION
Washington, DC 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) November 8, 2000
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
0-14536 04-2869812
(Commission File Number) (I.R.S. Employer
Identification No.)
5 Cambridge Center, Cambridge, Massachusetts 02142
(Address of Principal Executive Offices) (Zip Code)
(617) 234-3000
(Registrant's Telephone Number, Including Area Code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 4. Changes in Registrant's Certifying Accountant
The Securities and Exchange Commission has notified the Registrant that
effective November 8, 2000, Crow Irvine #2 Limited Partnership ("Crow"), the
general partner of Crow Winthrop Development Limited Partnership (the
"Development Partnership"), dismissed Deloitte & Touche, LLP as the Development
Partnership's Independent Auditors. The Registrant is a limited partner in the
Development Partnership.
As has previously been disclosed, due to disputes between Crow and the
Registrant, the Registrant has not received, among other things, the auditors'
report on the balance sheets of the Development Partnership as of and for years
ended December 31, 1999 and 1998, and the related statements of operations,
partner's equity and cash flows for each of the three years in the period ended
December 31, 1999. Accordingly, the Registrant is not aware if any such report
contained an adverse opinion or a disclaimer of opinion, or was qualified or
modified as to uncertainty, audit scope, or accounting principles. Further, as a
result of these disputes, the Registrant is not aware if there were any
disagreements between the Development Partnership and Deloitte & Touche, LLP on
any matter of accounting principles or practices, financial statement
disclosure, or auditing scope of procedure which disagreements if not resolved
to the satisfaction of Deloitte & Touche.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter dated February 1, 2001 from Deloitte & Touche, LLP.
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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 on this 5th day of February, 2001.
WINTHROP CALIFORNIA INVESTORS LIMITED
PARTNERSHIP
By: Winthrop Financial Associates,
A Limited Partnership, as
Managing General Partner
By: /s/ Carolyn Tiffany
------------------------------
Carolyn Tiffany
Chief Operating Officer
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EXHIBIT INDEX
Exhibit Page
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16. Letter from Deloitte & Touche, LLP dated February 1,
2001__________. 5
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Letter of Deloitte & Touche
February 1, 2001
Securities and Exchange Commission
Mail Stop 11-3
450 5th Street, North West
Washington, DC 20549
Dear Sirs/Madams:
We have read Item 4 of Winthrop California Investors Limited Partnership's (the
Registrant) Report on Form 8-K, dated November 8, 2000, and have the following
comments:
1. With respect to the statements made in the first paragraph, we agree that
the Registrant is a limited partner in the Crow Winthrop Development
Limited Partnership (the Development Partnership) and that Crow Irvine #2
Limited Partnership, the general partner of the Development Partnership,
dismissed Deloitte & Touche LLP as the Development Partnership's
Independent Auditors, however the date of our dismissal was November 1,
2000. We have no basis on which to agree or disagree with the remaining
statements made in the first paragraph.
2. We have no basis on which to agree or disagree with the statements made in
the second paragraph.
Yours truly,
/s/ Deloitte & Touche LLP
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