UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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
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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
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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
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Vice President, Finance,
Chief Financial Officer
DATED: July 27, 2006
EXHIBIT INDEX
Exhibit Number Description
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99.1 Press Release of Agree Realty Corporation dated July 27, 2006