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) January 20, 2004
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.)
7 Bulfinch Place, Boston, Massachusetts 02114
- --------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(617) 570-4600
--------------
(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
Effective January 20, 2004, the Registrant dismissed its prior
Independent Auditors, Price Waterhouse (the "Prior Auditors") and retained
Imowitz, Koenig & Co., LLP (the "New Auditors") as its new Independent Auditors.
Due to the Registrant's dispute with the general partner of the partnership in
which the Registrant holds an interest, the Prior Auditors were unable to audit
the Registrant's balance sheets o, and the related statements of operations,
partner's equity and cash flows for each of the three previous fiscal years.
Accordingly, the Prior Auditors did not issue an opinion on such financial
statements. The decision to change Independent Auditors was approved by the
Registrant's managing general partner's directors. During the previous two
calendar years and the period from January 1, 2004 to January 20, 2004, there
were no disagreements between the Registrant and the Prior Auditors 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 the Prior Auditors.
The Registrant engaged the New Auditors. as its Independent Auditors
effect January 20, 2004. The Registrant did not consult the New Auditors
regarding any of the matters or events set forth in Item 304(a)(2) of Regulation
S-B prior to January 20, 2004.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
16. Letter dated January 20, 2004 from Pricewaterhouse Coopers LLP
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 20th day of January, 2004.
WINTHROP CALIFORNIA INVESTORS LIMITED PARTNERSHIP
By: Winthrop Financial Associates,
A Limited Partnership, as
Managing General Partner
By: /s/ Peter Braverman
Peter Braverman
Executive Vice President
2
EXHIBIT INDEX
Exhibit Page
16. Letter from Pricewaterhouse Coopers LLP dated January 20, 2004. 4