-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, KfOz8ekl7oCfosjPl8YK/eB+exIxIga5vgIAioUvopLnNAjqK/E3y1YANm6TET0b cqsLC0l8MPJEUBoCIiLVXg== 0000891618-97-003827.txt : 19970927 0000891618-97-003827.hdr.sgml : 19970927 ACCESSION NUMBER: 0000891618-97-003827 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970915 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970919 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: PEREGRINE REAL ESTATE TRUST CENTRAL INDEX KEY: 0000314485 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 942255677 STATE OF INCORPORATION: CA FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-09097 FILM NUMBER: 97683147 BUSINESS ADDRESS: STREET 1: 1300 ETHAN WAY, STE 200 CITY: SACRAMENTO STATE: CA ZIP: 95825 BUSINESS PHONE: 9169298244 MAIL ADDRESS: STREET 1: 1300 EATHAN WAY SUITE 200 STREET 2: 705 UNIVERSITY AVE CITY: SACRAMENTO STATE: CA ZIP: 95825 FORMER COMPANY: FORMER CONFORMED NAME: COMMONWEALTH EQUITY TRUST DATE OF NAME CHANGE: 19920703 8-K 1 FORM 8-K 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): September 15, 1997 THE PEREGRINE REAL ESTATE TRUST - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) California 0-9097 94-2255677 ------------------- ----------------- ---------------------- (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation or Identification Number) organization) 1300 Ethan Way, Suite 200 Sacramento, California 95825 ---------------------------- ---------------------------- (Address of principal executive offices) (Zip Code) (916) 929-8244 - -------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 THE PEREGRINE REAL ESTATE TRUST ITEM 4. CHANGE IN REGISTRANT'S CERTIFYING ACCOUNTANT (a) On September 15, 1997, Coopers & Lybrand L.L.P. ("C&L") was terminated as The Peregrine Real Estate Trust's (the "Trust's") independent accountant. The decision to change independent accountants was approved by the Trust's Audit Committee on September 11, 1997. C&L's report on the Trust's financial statements for each of the two most recent fiscal years (the fiscal years ended December 31, 1996 and 1995) did not contain an adverse opinion or a disclaimer of opinion, and was not modified as to audit scope or accounting principle, however, it was modified as to uncertainty surrounding the Trust's ability to continue as a going concern. During the most recent fiscal year preceding C&L's termination (the fiscal year ended December 31, 1996) there were no disagreements with C&L on any matter of accounting principle or practices, financial statement disclosure, or auditing scope or procedure, which would have caused it to make a reference to the subject matter of the disagreement in connection with its report. In C&L's Report to the Audit Committee for the fiscal year ended December 31, 1995, C&L reported that the Trust's management had disagreed with their conclusion regarding the existence of significant uncertainty about the Trust's ability to continue as a going concern; however, C&L's report on the Trust's financial statements for the year ended December 31, 1995, as contained in its Annual Report on Form 10-K, was modified as to the uncertainty surrounding the Trust's ability to continue as a going concern. C&L's termination was not related to such disagreement. Furthermore, there were no reportable events during the two most recent fiscal years preceding C&L's termination arising from C&L having advised the Trust (a) that the internal controls necessary for the Trust to develop reliable financial statements do not exist; (b) that information has come to its attention that has led it to no longer be able to rely on management's representations or that has made it unwilling to be associated with financial statements prepared by management; (c) (1) of the need to expand significantly the scope or its audit or that information has come to its attention that if further investigated may either (i) materially impact the fairness or reliability of a previously issued audit report or underlying financial statements or the financial statements issued or to be issued covering the fiscal period subsequent to the date of the most recent financial statements covered by an audit report or (ii) cause it to be unwilling to rely on management's representations or be associated with the Trust's financial statements and (2) due to C&L's termination, it did not so expand the scope of its audit or conduct such further investigation; and (d) (1) information has come to its attention that it has concluded materially impacts the fairness or reliability of either (i) a previously issued audit report or the underlying financial statements, or (ii) the financial statements issued or to be issued covering the fiscal 1 3 periods subsequent to the date of the most recent financial statements covered by an audit report (including information that, unless resolved to its satisfaction, would prevent it from rendering an unqualified report on those financial statements) and (2) due to C&L's termination, the issue has not been resolved to its satisfaction prior to its termination. (b) Deloitte & Touche L.L.P. ("D&T") has been appointed by the Trust's Audit Committee as the new independent accountant effective September 19, 1997. During the Trust's two most recent fiscal years and the subsequent interim periods prior to C& L's termination, the Trust did not consult with D&T regarding the application of accounting principles to a specified transaction or the type of audit opinion that might be rendered on the Trust's financial statements. (c) During the interim period from the date of the Trust's last audited financial statements to the date hereof, C&L performed certain agreed-upon procedures with respect to the Trust's March 31, 1997 quarterly financial statements and disclosures as contained in the Trust's Form 10-Q as of that date. The Trust is not aware of any disagreements with C&L on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Not applicable. (b) Not applicable. (c) Exhibit 16 - Letter from Coopers & Lybrand L.L.P. dated September 18, 1997. 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 thereunto duly authorized. THE PEREGRINE REAL ESTATE TRUST Registrant Date: September 19, 1997 /s/ Wendy G. Powell --------------------------------------------- Wendy G. Powell Vice President and Chief Accounting Officer 2 4 EXHIBIT INDEX Exhibit No. Description ----------- ----------- Exhibit 16 Letter from Coopers & Lybrand L.L.P. dated September 18, 1997. EX-16 2 LETTER FROM COOPERS & LYBRAND L.L.P. 1 Exhibit 16 COOPERS & LYBRAND L.L.P. Letterhead September 18, 1997 Securities and Exchange Commission 450 - 5th Street, N.W. Washington, D.C. 20549 Gentlemen: We have read the statements made by The Peregrine Real Estate Trust (copy attached), which we understand will be filed with the Commission, pursuant to Item 4 of Form 8-K, as part of the Company's Form 8-K report for the month of September 1997. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ Coopers & Lybrand L.L.P. COOPERS & LYBRAND L.L.P. -----END PRIVACY-ENHANCED MESSAGE-----