-----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, BvqxnVeL277vSKDAE9qKJMOKP3tn8AVLKnZw1nlYNrH8tqUT+uvVRNwvQZ5FDOg9 aBH3Bir68o8B4Q8Mb4p+AA== 0000950124-06-003990.txt : 20060727 0000950124-06-003990.hdr.sgml : 20060727 20060727090305 ACCESSION NUMBER: 0000950124-06-003990 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20060727 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20060727 DATE AS OF CHANGE: 20060727 FILER: COMPANY DATA: COMPANY CONFORMED NAME: AGREE REALTY CORP CENTRAL INDEX KEY: 0000917251 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 383148187 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-12928 FILM NUMBER: 06983067 BUSINESS ADDRESS: STREET 1: 31850 NORTHWESTERN HGWY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 BUSINESS PHONE: 8107374190 MAIL ADDRESS: STREET 1: 31850 NORTHWESTERN HIGHWAY CITY: FARMINGTON HILLS STATE: MI ZIP: 48334 8-K 1 k07124e8vk.txt CURRENT REPORT, DATED JULY 27, 2006 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: July 27, 2006 AGREE REALTY CORPORATION (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER) MARYLAND (State of other jurisdiction of (Commission File Number) incorporation or organization) 1-12928
---------- 31850 Northwestern Highway 38-3148187 Farmington Hills, MI 48334 (I.R.S. Employer (Address of principal executive offices) identification No.)
(Registrant's telephone number, including area code) (248) 737-4190 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 Instructions A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2 (b) under the Exchange Act (17 CFR 240.14d-2 (b)) [ ] Pre-commencement communications pursuant to Rule 13e-4 (c) under the Exchange Act (17 CFR 240.13e-4 (c)) ITEM 4.01. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT On July 26, 2005, the Audit Committee of the Board of Directors of Agree Realty Corporation engaged Virchow, Krause & Company, LLP (Virchow Krause) as the Company's independent registered public accounting firm commencing immediately. As part of its engagement, Virchow Krause will review the financial statements contained in our Form 10-Q's filed during the remainder of 2006 (including the Form 10-Q for the quarter ended June 30, 2006) and audit our financial statements for the year ended December 31, 2006. Our prior independent registered public accounting, firm, BDO Seidman, LLP, resigned on May 9, 2006. During the two most recent fiscal years and through July 26, 2006, we did not consult Virchow Krause with respect to (i) the application of accounting principles to any transaction, either contemplated or proposed, (ii) the type of audit opinion that might be rendered on our financial statements, or any matter that was either the subject of a disagreement (as defined in Item 304(a) (1) (iv) of Regulation S-K) or a reportable event (as described in Item 304(a) (1) (v) of Regulation S-K). Attached and incorporated herein by reference as Exhibit 99.1 is a copy of the press release issued by us on July 26, 2006 announcing the engagement of Virchow Krause. ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS (C) The following exhibit is being furnished herewith:
Exhibit Number Exhibit Description - -------------- ------------------- 99.1 Press Release of Agree Realty Corporation dated July 27, 2006
SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused the report to be signed on its behalf by the undersigned, thereunto duly authorized. /s/ Kenneth R. Howe ---------------------------------------- Vice President, Finance, Chief Financial Officer DATED: July 27, 2006 EXHIBIT INDEX
Exhibit Number Description - -------------- ----------- 99.1 Press Release of Agree Realty Corporation dated July 27, 2006
EX-99.1 2 k07124exv99w1.txt PRESS RELEASE, DATED JULY 27, 2006 EXHIBIT 99.1 PRESS RELEASE - FOR IMMEDIATE RELEASE Contact: Kenneth R. Howe Chief Financial Officer (248) 737-4190 AGREE REALTY CORPORATION ANNOUNCES NEW ACCOUNTING FIRM FARMINGTON HILLS, Michigan (July 27, 2006) - Agree Realty Corporation (NYSE: ADC), announced today that Virchow, Krause & Company has been engaged as the Company's independent registered public accounting firm, effective immediately. "The audit committee's selection of Virchow, Krause provides us with An experienced regional accounting firm to address the needs of a real estate investment trust our size" said Richard Agree, President and Chief Executive Officer of the Company. Virchow, Krause will commence its auditing services with the review of the Company's financial results for the quarter ended June 30, 2006. Agree Realty Corporation is engaged in the ownership, management and development of properties, which are primarily single tenant properties leased to major retail tenants and neighborhood community shopping centers. Agree Realty owns and operates a portfolio of 59 properties, located in 15 states and containing 3.4 million square feet of leasable space. Agree Realty Corporation considers portions of the information contained in this release to be forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 27E of the Securities Exchange Act of 1934, both as amended, with respect to the Company's expectation for future periods. Such statements are, by their nature, subject to certain risks and uncertainties. The Company cautions that, as a result of a number of factors, actual results could differ materially from those set forth in this presentation. Other risks, uncertainties and factors that could cause actual results to differ materially than those projected are detailed from time to time in reports filed by the Company with the Securities and Exchange Commission, including Forms 8-K, 10-Q and 10-K. -----END PRIVACY-ENHANCED MESSAGE-----