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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A NO. 1
AMENDMENT TO
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 XVI, L.P.
(Exact name of registrant as specified in its charter)
California 0-27496 94-3230380
(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.
The Arthur Andersen report appears to constitute a "reportable
event" pursuant to Item 304 of Regulation S-K in that the report appears to
constitute advice to the management of The Cronos Group that information has
come to the attention of Arthur Andersen that has made it unwilling to be
associated with the financial statements prepared by the management of The
Cronos Group.
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 General Partner or the Registrant, Arthur Andersen has
confirmed to the General Partner that its resignation as auditors of the
entities referred to in its letter of resignation includes its resignation as
auditors of Cronos Capital Corp. and the Registrant.
The General Partner also understands that the three outside
directors on the Parent Company's six-member Board of Directors have resigned.
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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 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.
Arthur Andersen's report on the financial statements of Cronos
Capital Corp. and the Registrant, for either of the past two years, has not
contained an adverse opinion or a disclaimer of opinion, nor was any such report
qualified or modified as to uncertainty, audit scope, or accounting principles.
During the Registrant's two most recent fiscal years and the
subsequent interim period preceding Arthur Andersen's resignation, there have
been no disagreements between Cronos Capital Corp. or the Registrant and Arthur
Andersen on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure.
(b) The Registrant has yet to retain a new auditor.
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.
16.3 Arthur Andersen's confirmation of its resignation as
auditor of the Registrant, dated February 6, 1997.
16.4 Letter from Arthur Andersen to the Office of Chief
Accountant, Securities and Exchange Commission, dated
February 21, 1997, stating agreement with the statements
contained in this current report.
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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 XVI, L.P.
By: CRONOS CAPITAL CORP.
The General Partner
By: /s/ DENNIS J. TIETZ
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Dennis J. Tietz
President
Date: February 24, 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.
16.3 Arthur Andersen's confirmation of its resignation as auditor Filed with this document
of the Registrant, dated February 6, 1997.
16.4 Letter from Arthur Andersen to the Office of Chief Accountant, Filed with this document
Securities and Exchange Commission, dated February 21, 1997,
stating agreement with the statements contained in this
current report.