8-K/A 1 mcrpa.txt MCRP Form 8-K - CURRENT REPORT UNITED STATES 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): June 27, 2002 mccombs realty partners (Exact name of registrant as specified in its charter) California 0-14570 33-0068732 (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification Number) 55 Beattie Place Post Office Box 1089 Greenville, South Carolina 29602 (Address of principal executive offices) Registrant's telephone number, including area code (864) 239-1000 N/A (Former address, if changed since last report) This Form 8/K-A amends the Registrant's current report on Form 8-K, previously filed with the Securities and Exchange Commission on July 3, 2002, to provide the financial information required by Item 304(a)(2) of Form 8-K and to amend certain information under Item 4 of Form 8-K related to the description of the change in the independent accountant relationship. Item 4. Changes in Registrant's Certifying Accountant As of June 27, 2002, KPMG LLP the independent accountant previously engaged as the principal accountant to audit the financial statements of McCombs Realty Partners (the "Registrant" or the "Partnership"), was dismissed. As of the same date, the firm of Ernst & Young LLP was engaged to provide the service for the Registrant. The audit report of KPMG LLP on the financial statements of the Partnership as of and for the year ended December 31, 2001 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to uncertainty, audit scope or accounting principles. The audit report of KPMG LLP for the year ended December 31, 2000 did not contain any adverse opinion or disclaimer of opinion, nor was it qualified or modified as to audit scope or accounting principles. Except, however the 2000 audit report was modified as to the uncertainty of the Partnership to continue as a going concern. The decision to change accountants was approved by the board of directors of the general partner of the Partnership on June 27, 2002. During the Partnership's two most recent fiscal years and any subsequent interim period preceding the change, there were no disagreements with the former accountants 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 the former accountants, would have caused it to make reference to the subject matter of the disagreements in connection with its report. The Registrant has provided a copy of this disclosure to the former accountant, and the Registrant requested that the former accountant furnish the Registrant with a letter addressed to the Securities and Exchange Commission stating whether it agrees with the statements made by the Registrant, and, if not, stating the respects in which it does not agree. A copy of the former accountant's response indicating agreement is included as an exhibit to this report. During the Partnership's two most recent fiscal years ended December 31, 2001 and the subsequent interim period through June 27, 2002, the Partnership did not consult with Ernst & Young LLP 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 Partnership's consolidated financial statements, or any other matters or reportable events as set forth in Items 304(a)(2)(i) and (ii) of Regulation S-B. Item 7. Financial Statements and Exhibits (c) Exhibits 16.1 Letter dated June 27, 2002 from the former accountant regarding its concurrence with the statements made by the Registrant in this Current Report. SIGNATURE 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. MCCOMBS REALTY PARTNERS By: CRPTEX, INC. General Partner By: /s/Patrick J. Foye Patrick J. Foye Executive Vice President Date: Exhibit 16.1 June 27, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Ladies and Gentlemen: We were previously principal accountants for McCombs Realty Partners and, under the date of February 28, 2002, we reported on the financial statements of McCombs Realty Partners as of December 31, 2001 and for the years ended December 31, 2001 and 2000. On June 27, 2002, our appointment as principal accountants was terminated. We have read McCombs Realty Partners' statements included under Item 4 of its amended Form 8-K dated June 27, 2002, and we agree with such statements, except that we are not in a position to agree or disagree with McCombs Realty Partners' statement that the change was approved by the board of directors of the general partner of the Partnership. Very truly yours, KPMG LLP Greenville, South Carolina