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