SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8 - K/A
Current Report
Pursuant To Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) : July 7, 2004
CALPROP CORPORATION
(Exact name of registrant as specified in its charter)
California 1-6844 95-4044835
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
13160 Mindanao Way, Suite 180, Marina Del Rey, California 90292
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(Address of principal executive offices) (Zip Code)
(Registrant's telephone number, including area code) (310) 306-4314
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Not Applicable
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(Former name, former address and former fiscal year,
if changed since last report.)
ITEM 4. CHANGES IN THE REGISTRANT'S CERTIFYING ACCOUNTANT
On July 7, 2004, the Company dismissed Deloitte & Touche LLP, which we
refer to in this report as Deloitte, as its independent registered public
accounting firm and selected Rothstein, Kass & Company, P.C., which we refer to
in this report as Rothstein & Kass, as its independent registered public
accounting firm. These decisions were made by the audit committee of the
Company.
The reports of Deloitte on the Company's financial statements for the
fiscal years ended December 31, 2003 and 2002 have not included an adverse
opinion or a disclaimer of opinion, nor were they qualified or modified as to
uncertainty, audit scope, or accounting principles.
During the fiscal years ended December 31, 2003 and 2002 and the period
from January 1, 2004 to July 7, 2004, (a) there were no disagreements with
Deloitte 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 Deloitte, would have caused Deloitte to make
reference to the subject matter of the disagreements in connection with its
report, and (b) there were no "reportable events" as the term is defined in Item
304(a)(1)(v) of Regulation S-K, except as follows:
Deloitte informed the Company, with a written communication dated June
23, 2004, that a material weakness in the Company's internal controls existed;
after the receipt of the foregoing correspondence, the audit committee of the
Company and Deloitte discussed the material weakness in a meeting at the
Company's principal office. Specifically, Deloitte advised the Company that the
quarterly filings of the June 30, 2003 and September 30, 2003 financial
statements on Form 10-Q and the annual filing of the December 31, 2003 financial
statements were filed on December 31, 2003, March 8, 2004, and July 6, 2004
respectively, with the Securities and Exchange Commission. The filing dates are
significantly past the deadlines prescribed by the Securities and Exchange
Commission. The Company's resources were insufficient to meet such deadlines.
The Company has authorized Deloitte to respond fully to inquiries by Rothstein &
Kass concerning this matter.
The Company has furnished Deloitte with a copy of the foregoing
disclosures and has requested Deloitte to furnish the Company with a letter
addressed to the Securities and Exchange Commission stating whether it agrees
with the above statements and, if not, stating the respects in which it does not
agree. A copy of the letter, dated August 6, 2004, from Deloitte to the
Securities and Exchange Commission is attached to this Current Report on Form
8-K as Exhibit 16.1.
During the Company's two most recent fiscal years and through July 7,
2004, the Company did not consult Rothstein & Kass 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 Company's consolidated financial statements, or any other matters.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Not applicable.
(b) Not applicable.
(c) Exhibits
16.1 Letter of Deloitte regarding change in certifying accountant.
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SIGNATURES
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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 thereunto duly authorized.
CALPROP CORPORATION
By: /s/ MARK F. SPIRO
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Mark F. Spiro
Vice President/Secretary/Treasurer
(Chief Financial and Accounting Officer)
August 6, 2004
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