-----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, OEJHnFs9P18OfUiccEcvziTetOIVnxT9M8CVdYZPWZYBGoyoqce3j/9X1xTHUKdV 3CYIvp2VmySyybiLRHvmdQ== 0000912595-05-000178.txt : 20051101 0000912595-05-000178.hdr.sgml : 20051101 20051101090416 ACCESSION NUMBER: 0000912595-05-000178 CONFORMED SUBMISSION TYPE: 8-K/A PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051031 ITEM INFORMATION: Changes in Registrant.s Certifying Accountant ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051101 DATE AS OF CHANGE: 20051101 FILER: COMPANY DATA: COMPANY CONFORMED NAME: MID AMERICA APARTMENT COMMUNITIES INC CENTRAL INDEX KEY: 0000912595 STANDARD INDUSTRIAL CLASSIFICATION: REAL ESTATE INVESTMENT TRUSTS [6798] IRS NUMBER: 621543819 STATE OF INCORPORATION: TN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-12762 FILM NUMBER: 051167987 BUSINESS ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: STE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 BUSINESS PHONE: 9016826600 MAIL ADDRESS: STREET 1: 6584 POPLAR AVE STREET 2: SUITE 340 CITY: MEMPHIS STATE: TN ZIP: 38138 8-K/A 1 aud22005.htm

 


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): October 31, 2005

 


 

MID-AMERICA APARTMENT COMMUNITIES, INC.


(Exact Name of Registrant as Specified in Charter)

 

 

 

TENNESSEE

1-12762

62-1543819


(State or Other Jurisdiction

(Commission File Number)

(I.R.S. Employer

 

 

of Incorporation)

Identification No.)

 

 

6584 Poplar Avenue, Suite 300

Memphis, Tennessee

38138


(Address of Principal Executive Offices)

(Zip Code)

 

 

(Registrant's telephone number, including area code): (901) 682-6600

 

N/A


(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 (see General Instruction A.2. below):

 

o

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

 

                   Explanatory Note: Mid-America Apartment Communities, Inc. is filing this amendment to the Form 8-K filed on September 23, 2005, to include KPMG LLP’s actual dismissal date and to include the updated letter from KPMG LLP, filed as Exhibit 16.01.

 

Item 4.01 Changes in Registrant’s Certifying Accountant.

 

On September 19, 2005 and effective October 31, 2005 upon the filing of its Form 10-Q for the third quarter of 2005, the Audit Committee of the Board of Directors of Mid-America Apartment Communities, Inc. (the “Company”) dismissed KPMG LLP as the Company’s independent registered public accounting firm.

 

The audit reports of KPMG LLP on the consolidated financial statements of the Company and its subsidiaries as of and for the years ended December 31, 2004 and 2003 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope or accounting principles. The audit reports of KPMG LLP on management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting as of December 31, 2004 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 Company’s two most recent fiscal years and through October 31, 2005, there were no disagreements between the Company and KPMG LLP on any matters of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreement, if not resolved to the satisfaction of KPMG LLP, would have caused KPMG LLP to make reference to the subject matter of the disagreement in connection with its reports. There were no reportable events, as defined in Item 304(a)(1)(v) of Regulation S-K that occurred during the Company’s most recent two fiscal years and through October 31, 2005.

 

As required by Item 304(a)(3) of Regulation S-K, the Company has provided KPMG LLP a copy of the disclosures contained in this Report on Form 8-K and has requested that KPMG LLP furnish the Company with a letter addressed to the Securities and Exchange Commission stating whether KPMG LLP agrees with the statements made by the Company in this Report on Form 8-K and, if not, stating the respects in which it does not agree. A copy of KPMG LLP’s letter dated October 31, 2005 is included as Exhibit 16.01 hereto.

 

On September 19, 2005, the Company engaged Ernst & Young LLP as its new independent registered public accounting firm to conduct the audit of the Company’s financial statements as of and for the year ended December 31, 2005. The decision to engage Ernst & Young was made and approved by the Audit Committee of the Company’s Board of Directors. During the two most recent fiscal years and through October 31, 2005, the Company has not consulted with Ernst & Young LLP regarding (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 the Company’s financial statements; or (ii) any matter that was either the subject of a disagreement, as that term is defined in Item 304 (a)(1)(iv) of Regulation S-K and the related instructions to Item 304 of Regulation S-K, or a reportable event, as that term is described in Item 304(a)(1)(v) of Regulation S-K.

 

Item 9.01 Financial Statements and Exhibits.

 

(c) Exhibit.

 

16.01         Letter from KPMG LLP regarding its concurrence with the statements made by Mid-America Apartment Communities, Inc. in Item 4.01 of this Current Report on Form 8-K.

 

 

 

 

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 thereunto duly authorized.

 

 

MID-AMERICA APARTMENT COMMUNITIES, INC.

 

Date: November 1, 2005

 

/s/Simon R.C. Wadsworth

 

By:

Simon R.C. Wadsworth

 

 

Executive Vice President and Chief Financial Officer

 

 

(Principal Financial and Accounting Officer)

 

 

 

 

 

EXHIBIT INDEX

 

Exhibit No

Description

16.01

Letter from KPMG LLP regarding its concurrence with the statements made by Mid-America Apartment Communities, Inc. in Item 4.01 of this Current Report on Form 8-K.

 

 

 

 

 

 

 

EX-99 2 ad22005x.htm

Exhibit 16.01

 

October 31, 2005

 

Securities and Exchange Commission

Washington, D.C. 20549

 

Ladies and Gentlemen:

 

We were principal accountants for Mid-America Apartment Communities, Inc. (the “Company”) and, under the date of March 8, 2005, we reported on the consolidated financial statements of the Company, as of and for the years ended December 31, 2004 and 2003, and management’s assessment of the effectiveness of internal control over financial reporting as of December 31, 2004, and the effectiveness of internal control over financial reporting as of December 31, 2004. On September 19, 2005, we were notified by the Company that the auditor-client relationship with KPMG will cease upon the filing of the Company’s Form 10-Q for the third quarter of 2005. On October 31, 2005 the Company filed its Form 10-Q for the third quarter of 2005 and the auditor-client relationship with KPMG LLP ceased. We have read the Company’s statements included under Item 4.01 of its Form 8-K/A dated October 31, 2005, and we agree with such statements, except that we are not in a position to agree or disagree with the Company’s statements in the last paragraph of Item 4.01 related to Ernst & Young LLP.

 

 

Very truly yours,

 

 

KPMG LLP

 

 

cc:

Mr. Simon R.C. Wadsworth

 

Chief Financial Officer

 

 

 

 

 

 

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