SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Act of 1934 Date of Report (Date of earliest event reported): February 5, 2002 ZOND PANAERO WINDSYSTEM PARTNERS I A CALIFORNIA LIMITED PARTNERSHIP (Exact Name of Registrant as Specified in its Charter) CALIFORNIA (State or Other Jurisdiction of Incorporation) 0-13510 (Commission File Number) 77-003535 (I.R.S. Employer Identification No.) 13000 JAMESON ROAD, TEHACHAPI, CALIFORNIA (Address of principal executive offices) 93561 (Zip Code) (661)822-6835 (Registrant's telephone number, including area code) N/A (Former name, former address and former fiscal year, if changed since last report) ITEM 4. CHANGE IN ACCOUNTANTS. (a) Effective February 5, 2002, Arthur Andersen LLP ("Andersen")resigned as auditors of Zond-PanAero Windsystem Partners I ("the "Partnership"). (b) The reports of Andersen on the Partnership's financial statements for the past two years did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to audit scope, uncertainty or accounting principles. Andersen has advised that it has not withdrawn any of its opinions expressed in their auditor's report for any periods for which they conducted audits of the Partnership. (c) The General Partner did not approve the resignation by Andersen. (d) During the preceding two years and in the subsequent interim periods, there were no disagreements with Andersen on any matters of accounting principles or practices, financial statement disclosures, or auditing scope or procedures, which if not resolved to the satisfaction of Andersen would have caused Andersen to make reference to the matter in their report. The Partnership has requested Andersen to furnish the Partnership a letter addressed to the Commission stating whether it agrees with the above statements. (e) During the preceding two years and in the subsequent interim periods, there were no "reportable events" within the meaning of Item 304(a)(l)(v) of Regulation S-K. ITEM 7. EXHIBITS 16.1 Arthur Andersen LLP letter dated February 5, 2002. 16.2 Arthur Andersen LLP letter dated February 13, 2002. 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. ZOND PANAERO WINDSYSTEM PARTNERS I A CALIFORNIA LIMITED PARTNERSHIP By: Zond Windsystems Management Corporation, General Partner Date: February 13, 2002 By: /s/ D. MICHAEL WESTBELD D. Michael Westbeld, Vice President EXHIBIT 16.1 Arthur Andersen LLP Suite 1300 711 Louisiana Street Houston, TX 77002-2786 Tel 713 237 2323 Fax 713 237 2786 February 5, 2002 D. Michael Westbeld Vice President-Controller Zond-PanAero Windsystem Partners I 13000 Jameson Road Tehachapi, CA 93561 Dear Mr. Westbeld: This is to confirm that the client-auditor relationship between Zond-PanAero Windsystem Partners I (Commission File Number 000-13510) and Arthur Andersen LLP has ceased. Very truly yours, Arthur Andersen LLP Copy to: SEC Office of Chief Accountant EXHIBIT 16.2 Arthur Andersen LLP Suite 310 10000 Stockdale Highway Bakersfield, CA 93311 Tel 661 664 6602 Fax 661 664 6609 February 13, 2002 Office of the Chief Accountant Securities and Exchange Commission 450 Fifth Street, N.W. Washington, D.C. 20549 Dear Sir/Madam: We have read Item 4 included in the Form 8-K dated February 5, 2002 of Zond-PanAero Windsystem Partners I to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein. Very truly yours, Arthur Andersen LLP Copy to: D. Michael Westbeld Vice President Zond-PanAero Windsystem Partners I