8-K 1 ============================================================================== SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): March 20, 1995 ---------------------- SOUTH HERTFORDSHIRE UNITED KINGDOM FUND, LTD. (Exact Name of Registrant as Specified in Charter) ------------------------------------------------------------------------------ Colorado 0-19889 #84-1145140 ------------------------------------------------------------------------------ (State or Other Jurisdiction (Commissions (IRS Employer of Incorporation) File Number) Identification No.) Bell Cablemedia House, Upton Road, Watford, Hertfordshire England WD17EL ------------------------------------------------------------------------------ (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: 011-1923-444-000 ----------------------- Jones United Kingdom Fund, Ltd. ------------------------------------------------------------------------------ (Former Name or Former Address, if Changed Since Last Report) ============================================================================== Item 4. Changes in Registrant's Certifying Accountant --------------------------------------------- On March 20, 1995, South Hertfordshire United Kingdom Fund, Ltd. (the "Registrant") engaged a new auditor, Touche Ross & Co. The new auditor is already engaged by Fawnspring Limited, the general partner of the Registrant, and as such already audits the accounts of Bell Cablemedia (South Hertfordshire) Limited, shares of which constitute the Registrant's primary operating assets. The efficiencies created by Touche Ross & Co.'s current relationship were the reason for their engagement and the change from the prior auditors, Arthur Andersen LLP. Arthur Andersen LLP resigned as auditor of the Registrant by letter dated March 20, 1995. Arthur Andersen LLP's reports on the financial statements of the Registrant for the fiscal years ended December 31, 1993 and 1992, did not contain any adverse opinion or disclaimer of opinion and were not qualified or modified as to any uncertainty, audit scope or accounting principal. Moreover, there were no disagreements with Arthur Andersen LLP on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to Arthur Andersen LLP's satisfaction, would have caused it to make reference to the subject matter of such disagreement in connection with such reports. In accordance with Item 304(a)(3) of the Regulation S-K, the Registrant has furnished Arthur Andersen LLP with a copy of this report on Form 8-K and has requested Arthur Andersen LLP to furnish it with a letter addressed to the Securities and Exchange Commission stating whether Arthur Andersen LLP agrees with the statements made by the Registrant herein, and, if not, stating the respects in which it does not agree. See attached reply letters from Arthur Andersen LLP as exhibits to this filing. 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. By: FAWNSPRING LIMITED, its General Partner By: /s/ William D. Anderson ----------------------- William D. Anderson Director Date: March 24, 1995 EXHIBIT INDEX Exhibit Number Description _______ ___________ 1-a. Reply letter of Arthur Andersen LLP dated March 20, 1995. 1-b. Reply letter of Arthur Andersen LLP dated March 20, 1995. EX-1.A 2 EXHIBIT 1-a Arthur Andersen LLP Suite 1900 717 17th Street Denver, CO 80202-3341 303 295 1900 March 20, 1995 Fawnspring Limited Bell Cablemedia House 21 Upton Road Watford, Hertfordshire WD17EL ENGLAND Dear Sirs: This is to confirm that the client/auditor relationship between South Hertfordshire United Kingdom Fund, Ltd. (formerly Jones United Kingdom Fund, Ltd.) (Commission File Number 0-19889) and Arthur Andersen LLP has ceased. Very truly yours, /s/ Arthur Andersen LLP Copy to: Chief Accountant Securities and Exchange Commission EX-1.B 3 EXHIBIT 1-b Arthur Andersen LLP Suite 1900 717 17th Street Denver, CO 80202-3341 303 295 1900 March 20, 1995 Securities and Exchange Commission 450 5th Street, N.W. Washington, D.C. 20549 Dear Gentlemen: We have read the statements made by South Hertfordshire United Kingdom Fund, Ltd. (formerly Jones United Kingdom Fund, Ltd.) 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 March 1995. We agree with the statements concerning our Firm in such Form 8-K. Very truly yours, /s/ Arthur Andersen LLP