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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 XIV, L.P.
(Exact name of registrant as specified in its charter)
California 0-23158 94-3163375
(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 Managing 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 XIV, 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 Method of
No. Description Filing
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16.1 Letter of resignation from Arthur Andersen to the Filed with
Board of Directors of the Cronos Group, dated this document
February 3, 1997.
16.2 Report of Arthur Andersen pursuant to Section Filed with
10A(b)(2) of the Securities Exchange Act of 1934, this document
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 Filed with
as auditor of the Registrant, dated February 6, this document
1997.
16.4 Letter from Arthur Andersen to the Office of Chief Filed with
Accountant, Securities and Exchange Commission, this document
dated February 21, 1997, stating agreement with the
statements contained in this current report.