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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): February 3, 1997
CRONOS GLOBAL INCOME FUND XV, L.P.
(Exact name of registrant as specified in its charter)
California 0-23886 94-3186624
(State or other jurisdiction (IRS Employer
of incorporation or organization) (Commission File No.) Identification No.)
444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (zip code)
Registrant's telephone number, including area code: (415) 677-8990
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Item 4. Changes in Registrant's Certifying Accountant.
(a) On February 3, 1997, Arthur Andersen, London,
England, resigned as auditors of The Cronos Group, a Luxembourg corporation
headquartered in Orchard Lea, England (the "Parent Company") (NASDAQ -- CRNSF).
The Parent Company is the indirect corporate parent of Cronos Capital Corp.,
the General Partner of the Registrant. In its letter of resignation, Arthur
Andersen states that it was unable to obtain adequate information in response
to inquiries it had made in connection with its audit of the Parent Company for
the year ended December 31, 1996. In connection with its resignation, Arthur
Andersen also prepared a report pursuant to the provisions of Section 10A(b)(2)
of the Securities Exchange Act of 1934, as amended, for filing by the Parent
Company with the SEC. In this report, Arthur Andersen explains, based upon the
information it then had available, that:
(i) A disbursement of $1.5 million by the Parent
Company and subsequent correspondence from the Parent Company's bank concerning
the repayment of the disbursement to the Parent Company may have violated laws
and regulations to which the Parent Company is subject, including U.S.
securities laws, and that these matters may have a material effect upon the
1996 financial statements of the Parent Company;
(ii) Senior management of the Parent Company had
not taken, and the Board of Directors of the Parent Company had not caused
senior management to take, timely and appropriate remedial actions with respect
to these matters; and
(iii) The circumstances of these matters and
failure to take remedial action warranted Arthur Andersen's resignation as
outside auditors of the Parent Company.
In its letter of resignation to the Parent Company, Arthur
Andersen states that it is resigning as auditors of the Parent Company and of
all other entities affiliated with the Parent Company. While its letter of
resignation is not addressed to the Managing General Partner or the Registrant,
Arthur Andersen has confirmed to the Managing General Partner that its
resignation as auditors of the entities referred to in its letter of
resignation can be read to include Cronos Capital Corp. and the Registrant.
The Managing General Partner also understands that the three
outside directors on the Parent Company's six-member Board of Directors have
resigned.
The Registrant does not, at this time, have sufficient
information to respond to the concerns raised by Arthur Andersen with respect
to its 1996 audit of the Parent Company. However, the Managing General Partner
of the Registrant does not believe, based upon the information currently
available to it, that Arthur Andersen's resignation was triggered by any
concern over the accounting policies and procedures followed by the Registrant.
(b) The Registrant has yet to retain a new auditor.
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Item 5. Other Events.
See Item 4 above.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired. Not
applicable.
(b) Pro forma financial information. Not applicable.
(c) Exhibits.
16.1 Letter of resignation from Arthur Andersen to
the Board of Directors of the Cronos Group,
dated February 3, 1997.
16.2 Report of Arthur Andersen pursuant to Section
10A(b)(2) of the Securities Exchange Act of
1934, as amended, dated February 3, 1997,
addressed to the Board of Directors of the
Cronos Group.
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 hereunto duly authorized.
CRONOS GLOBAL INCOME FUND XV, L.P.
By: CRONOS CAPITAL CORP.
The General Partner
By: /s/ DENNIS J. TIETZ
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Dennis J. Tietz
President
Date: January 7, 1997
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EXHIBIT INDEX
Exhibit
No. Description Method of Filing
- -------- ----------- ----------------
16.1 Letter of resignation from Arthur Andersen to the Board of Filed with this document
Directors of the Cronos Group, dated February 3, 1997.
16.2 Report of Arthur Andersen pursuant to Section 10A(b)(2) Filed with this document
of the Securities Exchange Act of 1934, as amended, dated
February 3, 1997, addressed to the Board of Directors of
the Cronos Group.