UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
(AMENDED)
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange act of 1934
Date of Report (Date of Earliest Event Reported): August 1, 2001
REDWOOD MORTGAGE INVESTORS VIII
(Exact Name of Registrant as Specified in its Charter)
California 0-27816 94-3158788
(State or Other Jurisdiction of (Commission (I.R.S. Employer
Incorporation or Organization) File Number) Identification Number)
650 El Camino, Suite G, Redwood City, California 94063
(Address of Principal Executive Offices) (Zip Code)
Registrants telephone number, including area code: (650) 365-5341
(Former Name or Former Address if Changed Since Last Report)
Item 4. Change in Registrant's Certifying Accountant.
The accounting firm of Caporicci, Cropper & Larson, LLP ("CCL"), the
successor in interest to Parodi & Cropper, CPA's, was retained as the
Registrant's independent public accountants when the Registrant commenced
operations in 1993. Bruce Cropper and John Cropper, formerly partners at CCL,
were the Registrant's principal contacts at CCL. Bruce Cropper and John Cropper
have been performing audit and accounting services for the benefit of the
Registrant's General Partner and their affiliates for over 18 years. Effective
as of December 31, 2000, CCL resigned from its engagement as the Registrant's
independent public accountants due to the withdrawal of Bruce Cropper and John
Cropper from the CCL partnership, making it necessary for the Registrant to
retain new independent public accountants. Bruce Cropper and John Cropper
subsequently joined the accounting firm of Armanino McKenna, LLP ("Armanino").
Based upon the long standing relationship between the Registrant and Bruce
Cropper and John Cropper, the R egistrant's General Partner determined that it
was in the best interest of the Registrant to retain Armanino as the
Registrant's independent public accountants, effective as of January 1, 2001.
The Registrant believes, and has been advised by Mr. John Cropper that he
concurs, that for the two fiscal years ended December 31, 2000, the Registrant
and CCL, as well as Armanino, did not have any disagreement on any matter of
accounting principles or practices, financial statement disclosure, or auditing
scope or procedure, which disagreement, if not resolved to the satisfaction of
CCL, would have caused CCL to make reference in connection with its report on
the Registrant's financial statements to the subject matter of the disagreement.
The report of CCL on the Registrant's financial statements for the years ending
December 31, 1998 and December 31, 1999, as well as the report of Armanino for
the year ending December 31, 2000, did not contain an adverse opinion or
disclaimer of opinion, and was not qualified or m odified as to uncertainty,
audit scope or accounting principles. During that period, there were no
"reportable events" within the meaning of Item 304(a)(1)(v) of Regulation S-K
promulgated under the Securities Act of 1933. The Registrant has requested that
Mr. John Cropper furnish a letter addressed to the Securities and Exchange
Commission stating whether Mr. John Cropper agrees with the above statements. A
copy of that letter is attached as Exhibit 1 to this Form 8-K.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
registrant has duly caused this statement to be signed on its behalf by the
undersigned, thereto duly authorized.
Date: August 3, 2001
REDWOOD MORTGAGE INVESTORS VIII,
A California Limited Partnership
By: /s/
-------------------------
Michael R. Burwell,
General Partner
(Letterhead of Caporicci, Cropper & Larson, LLP)
August 3, 2001
SECURITIES AND EXCHANGE COMMISSION
c/o Joyce Anderson, Staff Accountant
450 5th Street NW, Mail Stop 4-8
Washington, D.C. 20549
RE: REDWOOD MORTGAGE INVESTORS VIII Dear Ms. Anderson: I am writing this
letter in response to your letter dated July 30, 2001 to Michael R. Burwell,
General Partner of Redwood Mortgage Investors VIII ("RMI 8"). RMI 8 was audited
by our firm, Caporicci, Cropper & Larson, LLP as of December 31,1999. The
opinion was unqualified We were replaced as auditors for the most recent year
ended December 31, 2000 by Armanino McKenna LLP. Our firm has no disagreements
as to the methods, accounting principles, practices or procedures of Redwood
Mortgage Investors VIII. Furthermore, our firm has read and is in agreement with
the revised disclosures in the Form 8-K amendment. Sincerely,
John Cropper
Caporicci, Cropper & Larson, LLP
cc: Michael Burwell