UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K/A (No. 1)
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 15, 2004
DIVALL INSURED INCOME PROPERTIES 2 LIMITED PARTNERSHIP
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(Exact Name of Registrant as Specified in Its Charter)
Wisconsin
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(State or Other Jurisdiction of Incorporation)
0-17686 39-1606834
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(Commission File Number) (IRS Employer Identification No.)
101 W. 11th Street, Suite 1110, Kansas City, Missouri 64105
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(Address of Principal Executive Offices) (Zip Code)
(816) 421-7444
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(Registrant's Telephone Number, Including Area Code)
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
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|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17
CFR 240.14a-12)
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|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
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|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
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Item 4.01 Changes in Registrant's Certifying Accountant
(a) As indicated in the Current Report on Form 8-K by Divall Insured Income
Properties 2 Limited Partnership (the "Company") filed with the Securities and
Exchange Commission on November 19, 2004, the Company provided its former
independent auditor, Deloitte & Touche LLP ("Deloitte"), with a copy of such
Current Report and requested that Deloitte furnish a letter addressed to the SEC
stating whether Deloitte agrees with the statements in such Current Report, in
accordance with Item 304(a)(3) of Regulation S-K. This Amendment No. 1 to such
Form 8-K is being filed pursuant to Item 304(a)(3) to include as Exhibit 16.1
hereto the letter from Deloitte dated November 18, 2004 addressed to the SEC
(the "Letter"), received by the Company on December 1, 2004 in response to such
request.
(b) This Amendment No. 1 is also intended to amend and restate subpart (b)
under Item 4.01 of the Company's Current Report filed November 19, 2004, which
incorrectly identified American Express Tax and Business Services Inc.
("American Express") as the Company's new independent auditors, instead of
Altschuler, Melvoin and Glasser LLP, which is affiliated with American Express.
Subpart (b) is amended and restated as follows:
New independent accountants
The Company engaged Altschuler, Melvoin and Glasser LLP ("AMG") as its new
independent auditors as of November 15, 2004. During the two most recent fiscal
years and through November 15, 2004, the Company has not consulted with AMG
regarding (i) 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 financial statements, and neither a written
report nor oral advice was provided to the Company concluding there was an
important factor to be considered by the Company in reaching a decision as to
an accounting, auditing or financial reporting issue; or (ii) any matter that
was either the subject of a disagreement, as that term is defined in paragraph
304(a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of
Regulation S-K, or a reportable event required to be reported under paragraph
304(a)(1)(v) of Regulation S-K.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits
16.1 Letter to Securities Exchange Commission 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.
THE PROVO GROUP, INC., General Partner
Dated: December 2, 2004 By /s/ Bruce A. Provo
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President, CEO, and CFO