UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT PURSUANT
TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of report (Date of earliest event reported): May 12, 2006
Agree Realty Corporation
(Exact Name of Registrant as Specified in Its Charter)
Maryland
(State or Other Jurisdiction of Incorporation)
001-12928 38-3148187
(Commission File Number) (IRS Employer
Identification No.)
31850 Northwestern Highway, 48334
Farmington Hills, Michigan (Zip Code)
(Address of Principal Executive Offices)
(248) 737-4190
(Registrant's Telephone Number, Including Area Code)
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(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))
ITEM 4.01 CHANGES IF REGISTRATION'S CERTIFYING ACCOUNTANT.
Agree Realty Corporation (the "Company") received a letter dated May 9, 2006,
from BDO Seidman, LLP, in which they resigned as the Company's independent
registered public accounting firm for the 2006 fiscal year. BDO Seidman, LLP
served as the Company's certifying accountant for the period from January 1,
2004 through the fiscal year ended December 31, 2005 and the first quarter of
2006. BDO Seidman, LLP's reports on the Company's financial statements for those
fiscal years did not contain an adverse opinion or a disclaimer of opinion, and
were not qualified or modified as to uncertainty, audit scope, or accounting
principles.
During the two most recent fiscal years and during the subsequent interim period
through May 9, 2006, there were no disagreements between the Company and BDO
Seidman, LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure, which disagreements, if
not resolved to BDO Seidman, LLP's satisfaction, would have caused it to make
reference to the subject matter of the disagreements in connection with its
report, and there were no reportable events as specified in Item 304(a)(1)(v) of
Regulation S-K.
Filed as Exhibit 16.1 to this Form 8-K is a copy of the letter provided by BDO
Seidman, LLP dated May 11, 2006 addressed to the Securities and Exchange
Commission stating whether it agrees with the statements made by the Company in
this Report.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
Exhibit No. Title
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16.1 Letter regarding change in certifying accountant
SIGNATURE
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 hereunto duly authorized.
Date: May 12, 2006
AGREE REALTY CORPORATION
By: /S/ Kenneth R. Howe
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Kenneth R. Howe
Vice President - Finance and Secretary
EXHIBIT INDEX
Exhibit No. Title
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16.1 Letter regarding change in certifying accountant