form_8k.htm
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
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Date
of Report (Date of earliest event reported)
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April
17, 2009
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AMERICAN
COMMUNITY PROPERTIES TRUST
(Exact
name of registrant as specified in its charter)
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MARYLAND
(State
or other jurisdiction
of
incorporation)
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1-14369
(Commission
File
Number)
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52-2058165
(I.R.S.
Employer
Identification
No.)
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222
Smallwood Village Center
St.
Charles, Maryland 20602
(Address
of principal executive offices)(Zip Code)
(301)
843-8600
(Registrant's
telephone number, including area code)
Not
Applicable
(Former
name or former address, if changed since last report)
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:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
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))
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Section
4 -
Item 4.01
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Matters
Related to Accountants and Financial Statements
Change
in Registrant’s Certifying
Accountant
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(a) On
April 17, 2009, American Community Properties Trust (“ACPT” or the “Company)
advised Ernst & Young LLP (“E&Y”) that it was being dismissed as the
Company’s independent registered public accounting firm. The decision to dismiss
E&Y was considered and approved by the Audit Committee of the Company’s
Board of Trustees on April 17, 2009. E&Y’s reports on ACPT’s
consolidated financial statements for the fiscal years ended December 31, 2008
and 2007, did not contain an adverse opinion or disclaimer of opinion, and were
not qualified or modified as to uncertainty, audit scope or accounting
principles. During the fiscal years ended December 31, 2008 and 2007,
and through the interim period ended April 17, 2009, there were no disagreements
with E&Y on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedures which disagreements, if
not resolved to E&Y’s satisfaction, would have caused E&Y to make
reference to the subject matter of the disagreements in connection with their
report on the Registrant's consolidated financial statements; in addition, there
were no reportable events as listed in Item 304(a)(1)(v) of Regulation S-K. ACPT
has complied with Item 304(a)(3) of Regulation S-K. The Company
has requested E&Y to furnish it a letter addressed to the
Commission stating whether it agrees with the above statements. A copy of that
letter, dated April 20, 2009 is filed as Exhibit 16.1 to this Form
8-K. The Company has authorized EY to respond to inquires of the
Company’s successor auditor.
(b) On
April 17, 2009, ACPT appointed Grant Thornton LLP (“GT”) as the Company’s
independent registered public accounting firm for fiscal year ending
December 31, 2009. Neither the Company nor anyone on its behalf has
consulted with GT during the last two fiscal years ended December 31, 2008 and
2007, or during any subsequent interim period preceding the date hereof,
regarding either (i) the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit opinion that
might be rendered on ACPT’s consolidated financial statements; and as such, no
written report or oral advice was provided, and none was an important factor
considered by the Company in reaching a decision as to the accounting, auditing
or financial reporting issues; or (ii) or any matter that was either the subject
of a disagreement or a reportable event, as there were none.
Item 9.01. Financial
Statements and Exhibits.
SIGNATURES
Pursuant
to the requirements of the Securities and Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned
hereunto duly authorized.
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AMERICAN COMMUNITY PROPERTIES
TRUST
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(Registrant)
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Dated:
April 20, 2009
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By:
/s/ Matthew M. Martin
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Matthew
M. Martin
Chief
Financial Officer
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