U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934
Date of Report: MARCH 19, 2004
(Date of earliest event reported)
Commission File No. 038593
CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
(Successor to Renaissance Capital Partners II, Ltd.)
(Exact name of registrant as specified in its charter)
TEXAS
(State or other jurisdiction of incorporation or organization)
75-6590369
(IRS Employer Identification No.)
5646 MILTON STREET
SUITE 900
DALLAS, TEXAS 75206
(Address of principal executive offices) (Zip Code)
(214) 378-9340
(Registrant's telephone number, including area code)
ITEM 4. Changes in Registrant's Certifying Accountant.
(a) The accounting firm that has acted as the auditor for the Trust's
financial statements since 1999, Smith Gray, Boyer & Daniell, a Professional
Limited Liability Company ("Smith Gray"), determined in 2003 that it would not
register with the Public Accounting Oversight Board (a new requirement imposed
by the Sarbanes-Oxley Act of 2002 for accounting firms providing auditing
services to entities filing reports with the Securities and Exchange
Commission ("SEC")). At the time that this decision was conveyed to Thomas W.
Pauken, Liquidating Trustee of the Trust (the "Trustee"), he expected the
liquidation of the Trust to be completed prior to the time that an Annual
Report on Form 10-K for the Trust for the year ended December 31, 2003 would
be required, and for that reason the Trustee did not seek to identify another
accounting firm to audit the financial statements of the Trust.
Subsequently, the Trustee determined that it was not practicable to
complete the liquidation of the Trust prior to November 17, 2003, the date on
which the Trust was to terminate, and he therefore extended the term of the
Trust to November 17, 2004.
The reports of Smith Gray on the financial statements of the Trust for
the past two years did not contain an adverse opinion or a disclaimer of
opinion, nor were such reports qualified or modified as to uncertainty, audit
scope, or accounting principles.
In the two most recent fiscal years and any subsequent interim periods,
there were no disagreements between the Trust and Smith Gray 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 Smith Gray, would have caused it to make reference to the
subject matter of the disagreement in connection with its report.
In the two most recent fiscal years and any subsequent interim periods,
there were no instances in which Smith Gray advised the Trust (i) that
internal controls necessary for the Trust to develop reliable financial
information did not exist; (ii) that information had come to attention of
Smith Gray that led it no longer to rely on management's representations, or
that it was unwilling to be associated with the financial statements prepared
by management; (iii) of the need to expand significantly the scope of the
audit, or that information had come to its attention that may materially
impact the fairness or reliability of a previously issued audit report or the
underlying financial statements, or the financial statements issued or to be
issued covering a fiscal period subsequent to December 31, 2002, the date of
the most recent financial statements covered by an audit report (including
information that may have prevented Smith Gray from rendering an unqualified
audit report on such financial statements); or (iv) that information had come
to its attention that it concluded materially impacted the fairness or
reliability of either a previously issued audit report or the underlying
financial statements, or the financial statements issued or to be issued
covering the fiscal periods subsequent to December 31, 2002, the date of the
most recent financial statements covered by an audit report (including
information that, unless resolved to the accountant's satisfaction, would
prevent it from rendering an unqualified audit report on those financial
statements).
The Trust has provided a copy of the disclosures contained in this Report
to Smith Gray and requested that Smith Gray furnish the Trust with a letter
addressed to the SEC stating whether it agrees with the statements made by the
Trust in response to this item and, if not, stating the respects in which it
does not agree. A copy of the letter provided by Smith Gray, stating that it
agrees with the statements made herein by the Trust, is filed as Exhibit 16 to
this Report.
(b) On March 19, 2004, the Trust engaged the firm of Whitley Penn to audit
the financial statements of the Trust for the year ended December 31, 2003.
Prior to the Trustee's decision to engage Whitley Penn, he had not consulted
with that firm regarding the application of accounting principles to any
transaction or with respect to the type of audit opinion that might be
rendered on the Trust's financial statements.
ITEM 7. Financial Statements and Exhibits.
Exhibit Smith Gray letter dated March 26, 2004 addressed to the
16 Commission regarding change in accountant (filed herewith).
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
Dated: March 26, 2004 CAPITAL PARTNERS II, LTD. LIQUIDATING TRUST
By: ____/s/_______________
THOMAS W. PAUKEN
TRUSTEE
EXHIBIT 16
SMITH, GRAY, BOYER & DANIELL
A Professional Limited Liability Company
CERTIFIED PUBLIC ACCOUNTANTS
9400 NCX, SUITE 420, 9400 N. Central Expressway
Dallas, Texas 75231-5098
214/373-8905, FAX 214/378-9300
March 26, 2004
U.S. Securities and Exchange Commission
Washington, DC 20549
Gentlemen:
We have read the Form 8-K, dated March 19, 2004, to be filed with the
Securities and Exchange Commission (the "Commission") by Capital Partners II,
Ltd. Liquidating Trust (the "Trust") regarding its change of independent
auditors. We concur with the representations contained therein without
exception.
SMITH, GRAY, BOYER & DANIELL, PLLC