1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 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): May 20, 1998 IEA INCOME FUND XI, L.P. (Exact name of registrant as specified in its charter) California 0-19770 94-3122430 (State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.) of incorporation or organization) 444 Market Street, 15th Floor, San Francisco, California 94111 (Address of principal executive offices) (zip code) Registrant's telephone number: (415) 677-8990 2 Item 5. Other Events. The General Partner of the Registrant is Cronos Capital Corp. ("CCC"). CCC is an indirect wholly-owned subsidiary of The Cronos Group, a Luxembourg corporation headquartered in Orchard Lea, England (the "Parent Company") (NASDAQ-CRNSF). On May 20, 1998, the Parent Company reported that its Chairman, Stefan M. Palatin, has been suspended from his duties pending an investigation of charges against him regarding a financial matter in Austria. In the interim, Rudolf J. Weissenberger, currently a non-executive director on the Board of Directors of the Parent Company, has been named acting Chairman and Chief Executive Officer. Item 7. Financial Statements and Exhibits. (a) Financial statements of business acquired. Not applicable. (b) Pro forma financial information. Not applicable. (c) Exhibits. 20.1 Press Release ("Cronos Announces Board Changes"), dated May 20, 1998, as published by Dow Jones News/Retrieval. 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. IEA INCOME FUND XI, L.P. Date:May 20, 1998 By: CRONOS CAPITAL CORP. The General Partner By: /s/ DENNIS J. TIETZ ----------------------------------- Dennis J. Tietz President