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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
/X/ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 $ 250.00
For the fiscal year ended December 31, 1995
-----------------
OR
/ / TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 [NO FEE REQUIRED]
For the transition period from to .
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Commission file number 0-27496
CRONOS GLOBAL INCOME FUND XVI, L.P.
(Exact name of registrant as specified in its charter)
California 94-3230380
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
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
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class which registered
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Not Applicable
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Securities registered pursuant to Section 12(g) of the Act:
UNITS OF LIMITED PARTNERSHIP INTERESTS
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports, and (2) has been subject to such filing
requirements for the past 90 days. Yes X . No .
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. /X/
The aggregate market value of the voting stock held by non-affiliates of the
registrant is not applicable.
Documents Incorporated by Reference
<TABLE>
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PART I
<S> <C>
Item 1 - Business Prospectus of Cronos Global Income Fund XVI, L.P.,
dated December 28, 1995 included as part of
Registration Statement on Form S-1 (No. 33-98290)
Certificate of Limited Partnership of Cronos Global
Income Fund XVI, L.P., filed as Exhibit 3.2 to the
Form S-1
Form of Leasing Agent Agreement with Cronos
Containers Limited, filed as Exhibit 10.2 to the
Registration Statement on Form S-1 (No. 33-98290)
</TABLE>
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PART I - FINANCIAL INFORMATION
Item 1. Business
(a) General Development of Business
The Registrant is a limited partnership organized under the laws of the State
of California on September 1, 1995, for the purpose of owning and leasing marine
cargo containers, special purpose containers and container-related equipment.
The Registrant was initially capitalized with $100 and commenced offering its
limited partnership interests to the public subsequent to December 28, 1995,
pursuant to its Registration Statement on Form S-1 (File No. 33-98290). The
Registrant had no securities holders as defined by the Securities and Exchange
Act of 1934 as of December 31, 1995. Additionally, the Registrant was not
engaged in any trade or business during the period covered by the report. The
Registrant expects the offering to break initial impound on March 31, 1996. The
offering shall continue until December 27, 1997, or until all of the limited
partnership interests are sold, whichever occurs first.
The general partner of the Registrant is Cronos Capital Corp. ("CCC"), a
wholly-owned subsidiary of Cronos Holdings/Investments (U.S.), Inc., a Delaware
corporation, which is in turn a wholly-owned subsidiary of Cronos Investments
B.V., a Dutch company. These and other affiliated companies are ultimately
wholly-owned by The Cronos Group, a holding company registered in Luxembourg
("Holding Company") and are collectively referred to as the "Group". The
activities of the container division of the Group are managed through the
Group's subsidiary in the United Kingdom, Cronos Containers Limited ("the
Leasing Company"). The Leasing Company manages the leasing operations of all
equipment owned or managed by the Group on its own behalf or on behalf of other
third-party container owners, including all other programs organized by CCC.
On October 9, 1995, the Leasing Company entered into a Leasing Agent
Agreement with the Registrant assuming the responsibility for all container
leasing activities.
(b) Financial Information About Industry Segments
Inapplicable.
(c) Narrative Description of Business
(c)(1)(i) A marine cargo container is a reusable metal container designed
for the efficient carriage of cargo with a minimum of exposure to loss from
damage or theft. Containers are manufactured to conform to worldwide standards
of container dimensions and container ship fittings adopted by the International
Standards Organization ("ISO") in 1968. The standard container is either 20'
long x 8' wide x 8'6" high (one twenty-foot equivalent unit ("TEU"), the
standard unit of physical measurement in the container industry) or 40' long x
8' wide x 8'6" high (two TEU). Standardization of the construction, maintenance
and handling of containers allows containers to be picked up, dropped off,
stored and repaired effectively throughout the world. This standardization is
the foundation on which the container industry has developed.
Standard dry cargo containers are rectangular boxes with no moving parts,
other than doors, and are typically made of steel. They are constructed to carry
a wide variety of cargos ranging from heavy industrial raw materials to
light-weight finished goods. Specialized containers include, among others,
refrigerated containers for the transport of temperature-sensitive goods and
tank containers for the carriage of liquid cargo. Dry cargo containers
constitute approximately 85% of the worldwide container fleet. Refrigerated and
tank containers constitute approximately 7% of the worldwide container fleet,
with open-tops and other specialized containers constituting the remainder.
One of the primary benefits of containerization has been the ability of the
shipping industry to effectively lower freight rates due to the efficiencies
created by standardized intermodal containers. Containers can be handled much
more efficiently than loose cargo and are typically shipped via several modes of
transportation, including truck, railway and ship. Containers require loading
and unloading only once and remain sealed until arrival at the final
destination, significantly reducing transport time, labor and handling costs and
losses due to damage and theft. Efficient movement of containerized cargo
between ship and shore reduces the amount of time that a ship must spend in port
and reduces the transit time of freight moves.
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The logistical advantages and reduced freight rates brought about by
containerization have been a major catalyst for world trade growth during the
last twenty-five years, which in turn has generated increased demand for
containerization. The world container fleet has grown from an estimated 270,000
TEU in 1969 to 9,198,000 TEU at the end of 1995, and according to recent
industry data, growth of containerized shipping since 1987 has generally
averaged two to three times that of average GDP growth in industrialized
countries.
The Registrant believes that growth of containerization will continue to
outpace GDP growth and the growth in world trade over the next five years for
the following reasons:
- Lower freight rates resulting from containerization are generating new
cargos that previously were not economical to export. Containerization
provides inexpensive, timely and secure transport to manufacturers
allowing them to take advantage of regional opportunities in technology or
labor, and to move products to different locations at various stages of
production;
- Intermodal traffic is expected to continue to grow, and industrialized
countries are continuing to improve intermodal infrastructure (i.e.,
railways, roads and ports);
- Shippers continue to demand transportation of cargo by containers rather
than break-bulk;
- Countries with rapidly-growing economies in emerging markets are
continuing to build new container port facilities that accommodate an
increased flow of containerized trade; and
- Recent trade agreements, such as the North American Free Trade Agreement
("NAFTA") and the General Agreement on Tariffs and Trade ("GATT"), should
further stimulate world trade and therefore containerized trade.
The container leasing industry has been a significant contributor to the
growth of containerization, and, in 1995, had an approximately 47% share of the
total world container fleet with ocean carriers holding most of the remainder.
To an ocean carrier, the primary benefits of leasing rather than owning
containers are the following:
- Reduced Capital Expenditures. Leasing is an attractive option to ocean
carriers because ownership of containers requires significant capital
expenditures. Carriers constantly evaluate their investment strategy, with
container purchasing competing directly with other expenditure
requirements, such as ship purchases, ship conversions and terminal
improvements. Container leasing allows ocean carriers to invest capital in
assets that are more central to their business.
- Improved Asset Management. Trade flow imbalances and seasonal demands
frequently leave ocean carriers with regional surpluses or shortages of
containers, requiring costly repositioning of empty containers. Leasing
companies help ocean carriers manage these trade imbalances by providing
the inventory to service demand, reducing the costs of maintaining local
inventories and minimizing repositioning expenses. By matching different
carriers' container needs, leasing companies can reduce their own risks of
container inventory imbalances and seasonality through a portfolio of
lessees as well as variations in lease terms.
- Increased Container Fleet Flexibility. Ocean carriers benefit from the
variety of lease types offered by leasing companies such as the master
lease, long-term and short-term lease and direct financing lease. These
various leases give ocean carriers flexibility in sizing their fleets
while minimizing capital costs. For example, master lease agreements give
ocean carriers the option of adjusting the size of their fleets, with the
flexibility to pick-up and drop-off containers at various locations around
the world.
Dry cargo containers are the most-commonly used type of container in the
shipping industry. The Registrant expects to acquire a dry cargo container fleet
constructed of all Corten(R) steel (Corten(R) roofs, walls, doors and
undercarriage), a high-tensile steel yielding greater damage and corrosion
resistance than mild steel.
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Refrigerated containers are used to transport temperature-sensitive products
such as meat, fruit, vegetables and photographic film. All of the Registrant's
refrigerated containers are expected to have high-grade stainless steel
interiors. The Registrant's 20-foot refrigerated containers are expected to have
high-grade stainless steel walls, while the Registrant's 40-foot refrigerated
containers are expected to be steel framed with aluminum outer walls to reduce
weight. As with the dry cargo containers, all refrigerated containers will be
designed to minimize repair and maintenance and maximize damage resistance. The
Registrant's refrigerated containers will be designed and manufactured to
include the latest generation refrigeration equipment, with modular
microprocessors controlling and monitoring the container.
The Registrant's tank containers will be constructed in compliance with
International Maritime Organization ("IMO") standards and recommendations. The
tanks purchased by the Registrant will all be IMO-1 type tanks constructed to
comply with IMO recommendations which require specific pressure ratings and
shell thicknesses. These containers are designed to carry highly inflammable
materials, corrosives, toxics and oxidizing substances, but are also capable of
carrying non-hazardous materials and foodstuffs. They have a capacity of
21,000-24,000 liters and are insulated and equipped with steam and/or electrical
heating.
The Registrant's containers are expected to be leased primarily to
ocean-going steamship companies operating in major trade routes (see Item 1(d)).
A majority of the Registrant's marine dry cargo containers are expected to be
leased pursuant to operating leases, primarily master leases, where the
containers will be leased to the ocean carrier on a daily basis for any desired
length of time, with the flexibility of picking up and dropping off containers
at various agreed upon locations around the world and, secondarily, term leases
(1-5 years) and one-way or round-trip leases. Special purpose containers
acquired by the Registrant, including refrigerated and tank containers, will
generally be committed to term leases, where the high cost of interchanging the
higher value specialized container will make master lease agreements less
attractive to customers.
Master lease agreements. A master lease is designed to provide greater
flexibility by allowing customers to pick-up and drop-off containers where and
when needed, subject to restrictions and availability, on pre-agreed terms. The
commercial terms of master leases are generally negotiated annually. Master
leases also define the number of containers that may be returned within each
calendar month and the return locations and applicable drop-off charges. Because
of the increased flexibility they offer, master leases usually command higher
per-diem rates and generate more ancillary fees (including pick-up, drop-off,
handling and off-hire fees) than term leases.
Term lease agreements. Term lease agreements include short-term and long-term
leases. Long-term lease agreements define the number of containers to be leased,
the pick-up and drop-off locations, the applicable per-diem rate for the
duration of the lease and the early termination penalties that may apply in the
event of early redelivery. Ocean carriers use long-term leases when they have a
need for identified containers for a specified term. Long-term leases usually
are not terminated early by the customer and provide stable and relatively
predictable sources of revenue, although per-diem rental rates and ancillary
charges are lower under long-term leases than under master lease agreements.
Short-term lease agreements have a duration of less than one year and include
one-way, repositioning and round-trip leases. They differ from master leases in
that they define the number and the term of containers to be leased. Ocean
carriers use one-way leases to manage trade imbalances (where more containerized
cargo moves in one direction than another) by picking up a container in one port
and dropping it off at another after one or more legs of a voyage. Except for
direct financing leases, lease rates typically are highest for short-term
leases.
Under these leases, customers will be responsible for paying all taxes and
service charges arising from container use, maintaining the containers in good
and safe operating condition while on lease and paying for repairs upon
redelivery, other than ordinary wear and tear. Some leases will provide for a
"damage protection plan" whereby lessees, for an additional payment (which may
be in the form of a higher per-diem rate), will be relieved of the
responsibility of paying some of the repair costs upon redelivery of the
containers. The Leasing Company has historically provided this service on a
limited basis to selected customers. Repairs provided under such plans will be
carried out by the same depots, under the same procedures, as are repairs to
containers not covered by such plans. Customers also will be required to insure
leased containers against physical damage and loss, and against third party
liability for loss, damage, bodily injury or death.
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All containers will be inspected and repaired when redelivered by a customer,
and customers will be obligated to pay for all damage repair, excluding wear and
tear, according to standardized industry guidelines. Depots in major port areas
will perform repair and maintenance which will be verified by independent
surveyors or the Leasing Company's technical and operations staff.
Before any repair or refurbishment is authorized on containers in the
Registrant's fleet, the Leasing Company's technical and operations staff will
review the age, condition and type of container and its suitability for
continued leasing. The Leasing Company will compare the cost of such repair or
refurbishment with the prevailing market resale price that might be obtained for
that container and make the appropriate decision whether to repair or sell the
container.
The non-cancelable terms of the operating leases of the Registrant's
containers are not expected to be sufficient to return to the Registrant as
lessor the purchase price of the equipment. In order to recover the original
investment in the equipment and achieve an adequate return thereon, it will be
necessary to renew the lease, lease the equipment to another lessee at the end
of the initial lease term, or sell the equipment.
The Registrant estimates that a dry cargo or refrigerated container may be
used as a leased marine cargo container for a period ranging from 10 to 15
years. Tank containers generally may be used for 12 to 18 years. The Registrant
will dispose of used containers in a worldwide market for used containers in
which buyers include wholesalers, mini-storage operators, construction companies
and others. The market for used refrigerated containers is not as developed as
the market for used dry cargo containers. Although used refrigerated and tank
containers will command a higher price than a dry cargo container, a dry cargo
container will bring a higher percentage of its original price. As the
Registrant's fleet ages, a larger proportion of its revenues are expected to be
derived from selling its containers.
The Leasing Company will make payments to the Registrant based upon rentals
collected from ocean carriers after deducting certain operating expenses
associated with the containers, such as the base management fee payable to the
Leasing Company, certain expense reimbursements to CCC, the Leasing Company, and
its affiliates, the costs of maintenance and repairs not performed by lessees,
independent agent fees and expenses, depot expenses for handling, inspection and
storage, and additional insurance.
The Registrant's sales and marketing operations will be conducted through the
Leasing Company, in the United Kingdom, with support provided by area offices
and dedicated agents located in San Francisco, California; Iselin, New Jersey;
Windsor, England; Hamburg; Antwerp; Auckland; Genoa; Singapore; Hong Kong;
Sydney; Tokyo; Taipei; Seoul; Rio de Janeiro; and Shanghai. Each of the Leasing
Company's area offices and dedicated agents is staffed with local people
familiar with the customers and language of the region. The Leasing Company's
marketing directors have been employed in the container industry in their
respective regions for an average of 15 years, building direct personal
relationships with the local ocean carriers and locally based representatives of
other ocean carriers.
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The Leasing Company also maintains agency relationships with over 20
independent agents around the world, who will generally be paid a commission
based upon the amount of revenues they generate in the region or the number of
containers that are leased from their area on behalf of the Registrant. They are
located in jurisdictions where the volume of the Leasing Company's business
necessitates a presence in the area but is not sufficient to justify a
fully-functioning Leasing Company office or dedicated agent. These agents
provide marketing support to the area offices covering the region, together with
limited operational support.
In addition, the Leasing Company relies on the services of over 300
independently-owned and operated depots around the world to inspect, repair,
maintain and store containers while off-hire. The Leasing Company's area offices
authorize all container movements into and out of the depot and supervise all
repair and maintenance performed by the depot. The Leasing Company's technical
staff set the standards for repair of its owned and managed fleet throughout
the world and monitor the quality of depot repair work. The depots provide
a vital link to the Leasing Company's operations, as the redelivery of a
container into a depot is the point at which the container is off-hired from one
customer and repaired in preparation for re-leasing to the next, and the point
when the Leasing Company's area offices report the container's movements onto
the Leasing Company's equipment tracking system. The Leasing Company's computer
system has the capability to accommodate future developments, such as allowing
depots access to record directly on the system the on-hire and off-hire activity
of containers delivered into the depot. It also has the capability of verifying
the terms of redelivery authorized by the area offices. These functions are
currently being performed by the Leasing Company's area offices.
(c)(1)(ii) Inapplicable.
(c)(1)(iii) Inapplicable.
(c)(1)(iv) Inapplicable.
(c)(1)(v) The Registrant's containers will be leased globally, therefore,
seasonal fluctuations are expected to be minimal. Other economic and business
factors to which the transportation industry in general and the container
leasing industry in particular are subject, include fluctuations in supply and
demand for equipment resulting from, among other things, obsolescence, changes
in the methods or economics of a particular mode of transportation or changes in
governmental regulations or safety standards.
(c)(1)(vi) The Registrant will establish a working capital reserve of
approximately 1% of subscription proceeds raised. In addition, the Registrant
may reserve additional amounts from anticipated cash distributions to the
partners to meet working capital requirements.
Amounts due under master leases will be calculated at the end of each month
and billed approximately six to eight days thereafter. Amounts due under
short-term and long-term leases will be set forth in the respective lease
agreements and will be generally payable monthly. Past due penalties are not
customarily collected from lessees, and accordingly will not be generally levied
by the Leasing Company against lessees of the Registrant's containers.
(c)(1)(vii) The Registrant does not believe that its ongoing business will
be dependent upon a single customer, although the loss of one or more of its
largest customers could have an adverse effect upon its business.
(c)(1)(viii) Inapplicable.
(c)(1)(ix) Inapplicable.
(c)(1)(x) Competition among container leasing companies is based upon
several factors, including the location and availability of inventory, lease
rates, the type, quality and condition of the containers, the quality and
flexibility of the service offered and the confidence in and professional
relationship with the lessor. Other factors include the speed with which a
leasing company can prepare its containers for lease and the ease with which a
lessee believes it can do business with a lessor or its local area office. The
Leasing Company believes that it, on behalf of the Registrant, competes
favorably on all of these factors.
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The Leasing Company, on behalf of the Registrant, competes with various
container leasing companies in the markets in which it conducts business,
including Genstar Container Corp., Transamerica Leasing, Triton Container
International Ltd., Trans Ocean Ltd., Textainer Corp. and others. In a series of
recent consolidations, one of the major leasing companies, as well as some
smaller ones, have been acquired by competitors. It is estimated that at the end
of 1995, the ten largest leasing companies (including the Leasing Company)
represented 94% of the global leased fleet. Genstar Container Corp. and
Transamerica Leasing, the two largest container leasing companies, had
approximately 50% of the worldwide leased container fleet at the end of 1995.
Some of the Leasing Company's competitors have greater financial resources than
the Leasing Company and may be more capable of offering lower per-diem rates on
a larger fleet. In the Leasing Company's experience, however, ocean carriers
will generally lease containers from more than one leasing company in order to
minimize dependence on a single supplier. In addition, not all container leasing
companies compete in the same market, as some supply only dry cargo containers
and not specialized containers, while others offer only long-term leasing.
(c)(1)(xi) Inapplicable.
(c)(1)(xii) Environmental Matters
A portion of the Registrant's equipment portfolio will consist of special
purpose containers, primarily refrigerated containers. Historically,
refrigerated containers have utilized a refrigerant gas which is a
chlorofluorocarbon ("CFC") compound. It is generally assumed that CFCs are
harmful to the Earth's ozone layer when released into the atmosphere. Many
nations, including the United States, have taken action, both collectively and
individually, to regulate CFCs. These nations set various targets for the
reduction in production and use of CFCs starting as early as 1993, and their
eventual elimination. There has been substantial progress recently to determine
a viable substitute for the refrigerant used in containers, such that both the
Leasing Company and the container leasing industry association have selected a
replacement refrigerant. Production of new container refrigeration units
operating with the replacement refrigerant became generally available in 1993.
All refrigerated containers purchased by the Registrant will contain the new
refrigerant compound and will comply with all current environmental regulations.
However, there can be no assurance that the new refrigerant will be as effective
or as cost efficient as CFC compounds.
Under the state and Federal laws of the United States, and possibly under the
laws of other nations, the owner of a container may be liable for environmental
damage and/or cleanup costs and/or other sums in the event of actual or
threatened discharge or other contamination by material in a container. This
liability may be imposed on a container owner, such as the Registrant, even if
the owner is not at fault.
(c)(1)(xiii) The Registrant, as a limited partnership, is managed by CCC, the
general partner, and accordingly does not itself have any employees. CCC has 27
employees, consisting of 5 officers, 4 other managers and 18 clerical and staff
personnel.
(d) Financial Information about Foreign and Domestic Operations and Export
Sales
The Registrant's business will not be divided between foreign or domestic
operations. The Registrant's business will be the leasing of containers
worldwide to ocean-going steamship companies. To this extent, the Registrant's
operations may be subject to the fluctuations of worldwide economic and
political conditions that may affect the pattern and levels of world trade.
It is expected that rental income from leases to foreign customers will
constitute approximately 90% of the Registrant's total net lease revenue. The
Registrant believes that the profitability of, and risks associated with, leases
to foreign customers will generally be the same as those of leases to domestic
customers. The Leasing Company's leases generally require all payments to be
made in United States currency.
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Item 2. Properties
CCC anticipates that at least 60% of the Registrant's net proceeds available
for equipment purchases will be used to purchase new and used marine dry cargo
containers, and the balance, if any, of available net proceeds will be used to
purchase special purpose containers, primarily refrigerated and tank containers.
The primary determinant of the extent to which the Registrant's available net
proceeds will be used to purchase refrigerated, tank and other special purpose
containers will be the comparative market conditions, lease economics, and unit
costs between such containers and dry cargo containers.
To enable CCC to take advantage of equipment purchasing opportunities during
the period of time the units are being offered to the public, CCC may purchase
equipment for resale to the Registrant. Any such resale within six months of the
acquisition of the equipment by CCC would be at cost, including delivery
charges. Any such resale occurring more than six months after acquisition of
equipment by CCC would be at the lower of cost or fair market value. No such
resales will be make subsequent to 12 months after acquisition of the equipment
by CCC. In addition, should CCC sell any equipment to the Registrant, CCC shall
reduce the purchase price of the equipment sold to the Registrant by the amount
of the "net revenues" realized by CCC in connection with the leasing or
ownership of such equipment, minus all expenses related thereto, including any
interest expense (but excluding depreciation), and minus the management fee and
expense reimbursements that would otherwise be payable to CCC by the Registrant
were the Registrant the owner of such equipment and not CCC.
As of December 31, 1995, the Registrant had no commitments with manufacturers
for the production of new equipment or with suppliers of used equipment
specifically designated for acquisition by the Registrant. The Registrant may
commence purchasing equipment at any time during the offering of the units. The
Registrant's purchase obligations would be conditional upon its raising
sufficient gross proceeds from this offering and/or borrowings to fund the
purchases. As currently anticipated, at least 60% of equipment acquisitions will
consist of new and used marine dry cargo containers, with the balance consisting
of refrigerated, tank and other special purpose containers.
The factors that CCC will take into account in determining whether to
purchase 20-foot or 40-foot containers include the relative availability and
costs of, and the anticipated market demand for, the two sizes of containers.
Payment for containers is not made upon the placement of production orders for
new containers or purchase orders for used containers, but only at the time of
delivery thereof. However, container manufacturers and suppliers may require
irrevocable letters of credit in their favor to ensure payment to them for
delivery of containers ordered. Banks issuing such letters of credit may require
the Registrant to maintain on deposit sufficient monies to secure the letters of
credit.
The cost of both refrigerated and tank containers is approximately eight and
ten times the cost of dry containers, respectively. Actual delivery dates and
rates of delivery will depend not only on the amount of net proceeds available
from the offering of limited partnership units, but also upon the demand for the
containers and the production capacity of the container manufacturers at the
time production orders are placed. The Registrant intends to purchase new
containers wherever the factors of quality, price and lease demand are
favorable, but it is anticipated that the single largest source of supply will
be from the People's Republic of China.
A certain minimum percentage of the limited partners' capital contributions
is required to be invested in equipment (including, for purposes of calculating
the amount invested in equipment, actual working capital reserves, determined as
of the end of the month in which net proceeds have been fully invested in
equipment, but not in excess of 3% of gross proceeds). The Registrant is
committing to a minimum required percentage of 80%, meaning that at least 80% of
the limited partners' capital contributions must be invested in equipment.
Item 3. Legal Proceedings
Inapplicable.
Item 4. Submission of Matters to a Vote of Security Holders
Inapplicable.
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PART II
Item 5. Market for the Registrant's Common Equity and Related Stockholder
Matters
(a) Market Information
(a)(1)(i) The Registrant's outstanding units of limited partnership
interests are not traded on any market nor does an established public trading
market exist for such purposes.
(a)(1)(ii) Inapplicable.
(a)(1)(iii) Inapplicable.
(a)(1)(iv) Inapplicable.
(a)(1)(v) Inapplicable.
(a)(2) Inapplicable.
(b) Holders
<TABLE>
<CAPTION>
Number of Unit Holders
(b)(1) Title of Class as of December 31, 1995
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<S> <C> <C>
Units of limited partnership
interests 1
</TABLE>
(c) Dividends
Inapplicable. For the distributions made by the Registrant to its limited
partners, see Item 6 below, "Selected Financial Data."
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Item 6. Selected Financial Data
Inapplicable.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Liquidity and Capital Resources
The Registrant will not commence active operations until it has received and
accepted subscriptions for 100,000 Units (representing subscriptions of
$2,000,000) from at least 100 investors (excluding from such count Pennsylvania
residents, CCC and affiliates of CCC). The Registrant expects to attain the
minimum amount of subscriptions by March 31, 1996. At that time, all such
subscription proceeds will be released from the Registrant's escrow account to
the Registrant. From such proceeds, the Registrant will pay sales commissions
and "offering and organizational expenses," leaving the balance of initial net
proceeds available for investment and operations. The liquidity of the
Registrant will be increased as additional subscriptions are accepted by the
Registrant and will be decreased as available net proceeds are expended for the
acquisition of equipment to be managed by the Leasing Company.
The Registrant intends to rely upon financing to purchase a portion of its
equipment. The amount of long-term borrowing secured by the Registrant will not
exceed 20% of the aggregate purchase price of the Registrant's equipment. Once
the Registrant completes its acquisition of equipment, the Registrant intends to
maintain an ongoing reserve approximately equal to the greater of 1% of gross
proceeds, or $100,000, to meet anticipated expenses of managing the Registrant.
The level of reserves will vary from time to time depending upon market
conditions and the anticipated needs of the Registrant. The Registrant will not
reinvest its revenues for the purchase of additional equipment. Pending
expenditure for operations or distribution to the partners, the monies of the
Registrant may be invested in short-term, liquid investments.
As of December 31, 1995, the Registrant had no commitments with manufacturers
for the production of new equipment or with suppliers of used equipment. The
Registrant may commence purchasing equipment at any time during the offering of
the units. The Registrant's purchase obligations would be conditional upon its
raising sufficient gross proceeds from the offering and/or borrowings to fund
the purchases.
Results of Operations
Since the Registrant had not broken initial impound, had no securities holders
and was not actually engaged in any trade or business at December 31, 1995, this
discussion is considered not applicable.
Item 8. Financial Statements and Supplementary Data
10
<PAGE> 11
REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Partners
Cronos Global Income Fund XVI, L.P.:
We have audited the accompanying balance sheet of Cronos Global Income Fund XVI,
L.P., as of December 31, 1995. This financial statement and the schedule
referred to below are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on this financial statement and schedule
based on our audit.
We conducted our audit in accordance with generally accepted auditing standards.
Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the financial position of Cronos Global Income Fund XVI,
L.P., as of December 31, 1995 , in conformity with generally accepted accounting
principles.
Arthur Andersen LLP
San Francisco, California,
March 15, 1996
11
<PAGE> 12
CRONOS GLOBAL INCOME FUND XVI, L.P.
BALANCE SHEET
DECEMBER 31, 1995
<TABLE>
<CAPTION>
Assets
------
<S> <C>
Cash $100
====
Commitments (note 3)
<CAPTION>
Partner's Capital
-----------------
<S> <C>
Initial limited partner's contribution (note 2) $100
====
</TABLE>
The accompanying notes are an integral part of this balance sheet.
12
<PAGE> 13
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO BALANCE SHEET
DECEMBER 31, 1995
(1) Summary of Significant Accounting Policies
(a) Nature of Operations
Cronos Global Income Fund XVI, L.P. (the "Partnership") is a limited
partnership organized under the laws of the State of California on
September 1, 1995, for the purpose of owning and leasing marine cargo
containers, special purpose containers and container related
equipment. Cronos Capital Corp. ("CCC") is the general partner and,
with its affiliate Cronos Containers Limited (the "Leasing Company"),
will manage and control the business of the Partnership.
The Partnership is offering 7,500,000 units of limited partnership
interest at $20 per unit or $150,000,000. The offering will terminate
on December 27, 1997.
(b) Leasing Company and Leasing Agent Agreement
The Partnership has entered into a Leasing Agent Agreement whereby the
Leasing Company will have the responsibility to manage the leasing
operations of all equipment owned by the Partnership. Pursuant to the
Agreement, the Leasing Company will be responsible for leasing,
managing and re-leasing the Partnership's containers to ocean carriers
and has full discretion over which ocean carriers and suppliers of
goods and services it may deal with. The Leasing Agent Agreement will
permit the Leasing Company to use the containers owned by the
Partnership, together with other containers owned or managed by the
Leasing Company and its affiliates, as part of a single fleet operated
without regard to ownership. Since the Leasing Agent Agreement meets
the definition of an operating lease in Statement of Financial
Accounting Standards (SFAS) No. 13, it will be accounted for as a
lease under which the Partnership is lessor and the Leasing Company is
lessee.
The Leasing Agent Agreement generally provides that the Leasing
Company will make payments to the Partnership based upon rentals
collected from ocean carriers after deducting direct operating
expenses and management fees to CCC and the Leasing Company. The
Leasing Company leases containers to ocean carriers, generally under
operating leases which are either master leases or term leases (mostly
two to five years). Master leases do not specify the exact number of
containers to be leased or the term that each container will remain on
hire but allow the ocean carrier to pick up and drop off containers at
various locations; rentals are based upon the number of containers
used and the applicable per-diem rate. Accordingly, rentals under
master leases are all variable and contingent upon the number of
containers used. Most containers are leased to ocean carriers under
master leases; leasing agreements with fixed payment terms will not be
material to the financial statements.
(c) Allocation of Net Earnings and Partnership Distributions
Net earnings will be allocated between general and limited partners in
accordance with the Partnership Agreement.
Actual cash distributions will differ from the allocations of net
earnings between the general and limited partners as presented in
these financial statements. Partnership distributions will be paid to
its partners (general and limited) from distributable cash from
operations, allocated 95% to the limited partners and 5% to the
general partner. Sales proceeds will be allocated 99% to the limited
partners and 1% to the general partner. These allocations will remain
in effect until such time as the limited partners have received from
the Partnership aggregate distributions in an amount equal to their
capital contributions plus an 8% cumulative, compounded (daily),
annual return on their adjusted capital contributions. Thereafter, all
Partnership distributions will be allocated 85% to the limited
partners and 15% to the general partner.
13
<PAGE> 14
CRONOS GLOBAL INCOME FUND XVI, L.P.
NOTES TO FINANCIAL STATEMENTS
(2) Initial Limited Partner
The initial limited partner is an officer and director of CCC.
(3) Commitments
In the event that the minimum of 100,000 units ($2,000,000) of limited
partnership interests is subscribed to by more than 100 investors, the
Partnership will be liable for the following:
(a) Offering and organizational costs, not to exceed 5% of gross offering
proceeds, payable to CCC in connection with the initial organization
of the Partnership and the offering of units thereof. The
Partnership's organizational costs will be amortized over 60 months on
a straight-line basis. Offering costs will be deducted in determining
net limited partners' contributions.
(b) Underwriting commissions not to exceed 10% of gross offering proceeds
to be paid to Cronos Securities Corp., a wholly-owned subsidiary of
CCC, and to other broker/dealers participating in the offering. These
underwriting commissions will be deducted in determining net limited
partners' contributions.
14
<PAGE> 15
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
Inapplicable.
15
<PAGE> 16
PART III
Item 10. Directors and Executive Officers of the Registrant
The Registrant, as such, has no officers or directors, but is managed by CCC,
the general partner. The officers and directors of CCC at January 31, 1996, are
as follows:
<TABLE>
<CAPTION>
Name Office
------------------- ------------------------------------------------
<S> <C>
Dennis J. Tietz President, Chief Executive Officer, and Director
John P. McDonald Vice President/Sales
Elinor Wexler Vice President/Administration and Secretary
John Kallas Vice President/Treasurer and Chief Financial
Laurence P. Sargent Director
Stefan M. Palatin Director
A. Darrell Ponniah Director
</TABLE>
DENNIS J. TIETZ Mr. Tietz, 43, as President and Chief Executive Officer, is
responsible for the general management of CCC. From 1986 until August 1992, Mr.
Tietz was responsible for the organization, marketing and after-market support
of CCC's investment programs. Mr. Tietz is also President and a director of
Cronos Securities Corp. and a director of The Cronos Group. Mr. Tietz was a
regional manager for CCC, responsible for various container leasing activities
in the U.S. and Europe from 1981 to 1986. Prior to joining CCC in December 1981,
Mr. Tietz was employed by Trans Ocean Leasing Corporation as Regional Manager
based in Houston, with responsibility for all leasing and operational activities
in the U.S. Gulf.
Mr. Tietz holds a B.S. degree in Business Administration from San Jose State
University and is a Registered Securities Principal with the NASD.
JOHN P. MCDONALD Mr. McDonald, 34, was elected Vice President - National
Sales Manager of CCC in August 1992, with responsibility for marketing CCC's
investment programs. Since 1988, Mr. McDonald had been Regional Marketing
Manager for the Southwestern U.S. From 1983 to 1988, Mr. McDonald held a number
of container leasing positions with CCC, the most recent of which was as Area
Manager for Belgium and the Netherlands, based in Antwerp.
Mr. McDonald holds a B.S. degree in Business Administration from Bryant
College, Rhode Island. Mr. McDonald is also a Vice President of Cronos
Securities Corp.
ELINOR A. WEXLER Ms. Wexler, 47, was elected Vice President -
Administration and Secretary of CCC in August 1992. Ms. Wexler has been employed
by the General Partner since 1987, and is responsible for investor services,
compliance and securities registration. From 1983 to 1987, Ms. Wexler was
Manager of Investor Services for The Robert A. McNeil Corporation, a real estate
syndication company, in San Mateo, California. From 1971 to 1983, Ms. Wexler
held various positions, including securities trader and international research
editor, with Nikko Securities Co., International, based in San Francisco.
Ms. Wexler attended the University of Oregon, Portland State University and
the Hebrew University of Jerusalem, Israel. Ms. Wexler is also Vice President
and Secretary of Cronos Securities Corp. and a Registered Principal with the
NASD.
JOHN KALLAS Mr. Kallas, 33, was elected Vice President/Treasurer and Chief
Financial Officer of CCC in December 1993 and is directly responsible for CCC's
accounting operations and reporting activities. Mr. Kallas has held various
accounting positions since joining CCC in 1989, including Controller, Director
of Accounting and Corporate Accounting Manager. From 1985 to 1989, Mr. Kallas
was an accountant with KPMG Peat Marwick, San Francisco, California.
Mr. Kallas holds a B.S. degree in Business Administration from the University
of San Francisco and is a certified public accountant. Mr. Kallas is also
Treasurer of Cronos Securities Corp.
16
<PAGE> 17
LAURENCE P. SARGENT Mr. Sargent, 66, joined the Board of Directors of CCC
in 1991. Mr. Sargent was a founder of Leasing Partners International ("LPI") and
served as its Managing Director from 1983 until 1991. From 1977 to 1983, Mr.
Sargent held a number of positions with Trans Ocean Leasing Corporation, the
last of which was as a director of its refrigerated container leasing
activities. From 1971 to 1977, Mr. Sargent was employed by SSI Container
Corporation (later Itel Container International), ultimately serving as Vice
President / Far East. Prior to that, Mr. Sargent was a Vice President of Pacific
Intermountain Express, a major U.S. motor carrier, responsible for its bulk
container division. Mr. Sargent holds a B.A. degree from Stanford University.
Mr. Sargent also serves as a director of the Institute of International
Container Lessors ("IICL"), an industry trade association. Mr. Sargent is also a
director of Cronos Securities Corp.
Mr. Sargent retired as Deputy Chairman of the Group as of January 1, 1996. He
will remain a director of CCC, The Cronos Group, as well as other various
subsidiaries of The Cronos Group.
STEFAN M. PALATIN Mr. Palatin, 42, joined the Board of Directors of CCC in
January 1993. Mr. Palatin is Chairman and CEO of The Cronos Group, and was a
founder of LPI in 1983. From 1980 to 1991, Mr. Palatin was an executive director
of the Contrin Group, which has provided financing to the container leasing
industry, as well as other business ventures, and has sponsored limited
partnerships organized in Austria. From 1977 to 1980, Mr. Palatin was a
consultant to a number of companies in Austria, including Contrin. From 1973 to
1977, Mr. Palatin was a sales manager for Generali AG, the largest insurance
group in Austria.
Mr. Palatin, who is based in Austria, holds a Doctorate in Business
Administration from the University of Economics and World Trade in Vienna. Mr.
Palatin is also a director of The Cronos Group.
A. DARRELL PONNIAH Mr. Ponniah, 46, was elected to the Board of Directors
of CCC in January 1993. Mr. Ponniah is Chief Financial Officer of The Cronos
Group and is based in the United Kingdom. Prior to joining Cronos in 1991, Mr.
Ponniah was employed by the Barclays Bank Group and served as Chief Operating
Officer of Barclays European Equipment Finance. From 1973 to 1988, Mr. Ponniah
was employed by Rank Xerox, the European-based subsidiary of Xerox Corporation
of the U.S.A., in a number of positions, the most recent of which was as Group
Controller and Chief Financial Officer of the International Equipment Financing
Division of Rank Xerox Limited.
Mr. Ponniah is an honors graduate of Manchester University in England and
holds post graduate degrees in operational research from Brunel University and
in Business Administration from the Manchester Business School. Mr. Ponniah is
also a director of The Cronos Group and Cronos Securities Corp.
The key management personnel of the Leasing Company at January 31, 1996, were
as follows:
<TABLE>
<CAPTION>
Name Title
------------------- ---------------------------------------------
<S> <C>
Nigel J. Stribley President
John M. Foy Vice President/Americas
Geoffrey J. Mornard Vice President/Europe, Middle East and Africa
Danny Wong Vice President/Asia Pacific
David Heather Vice President/Technical Services
John C. Kirby Vice President/Operations
J. Gordon Steel Vice President/Tank Container Division
</TABLE>
NIGEL J. STRIBLEY Mr. Stribley, 42, has been responsible for the general
management of the Leasing Company since September 1991. From 1985 to 1991, Mr.
Stribley was a director of LPI, based in the United Kingdom and responsible for
worldwide lease marketing and operations of refrigerated containers. From 1978
to 1985, Mr. Stribley was employed by Sea Containers Limited, London, where he
was involved in refrigerated container leasing, ultimately as Manager of
Refrigerated Containers with responsibility for world-wide activities. From 1975
to 1978, Mr. Stribley was employed by Sealand Containerships, Ltd., the United
Kingdom subsidiary of a major U.S. container shipping company, as a management
trainee and later as Operations Manager and a Container Terminal Manager.
17
<PAGE> 18
Mr. Stribley holds a BA degree with honors from Bristol University in
England. Mr. Stribley is a director of The Cronos Group.
JOHN M. FOY Mr. Foy, 50, is directly responsible for the Leasing Company's
lease marketing and operations in North America, Central America, and South
America, and is based in San Francisco. From 1985 to 1993, Mr. Foy was Vice
President/Pacific with responsibility for dry cargo container lease marketing
and operations in the Pacific Basin. From 1977 to 1985 Mr. Foy was Vice
President of Marketing for Nautilus Leasing Services in San Francisco with
responsibility for worldwide leasing activities. From 1974 to 1977, Mr. Foy was
Regional Manager for Flexi-Van Leasing, a container lessor, with responsibility
for container leasing activities in the Western United States. Mr. Foy holds a
B.A. degree in Political Science from University of the Pacific, and a Bachelor
of Foreign Trade from Thunderbird Graduate School of International Management.
GEOFFREY J. MORNARD Mr. Mornard, 36, is directly responsible for the
Leasing Company's lease marketing and operations in Europe, the Middle East and
Africa. From 1991 to 1993, Mr. Mornard was Director of Marketing for
refrigerated containers in Australia and New Zealand. From 1989 to 1991, Mr.
Mornard held the same position with LPI. From 1979 to 1989, Mr. Mornard was
employed by Cooltainer Services, Ltd., a refrigerated container carrier company,
initially as Melbourne Branch Manager, later as Sydney Branch Manager, and
ultimately as Australian Trade Manager, responsible for marketing and operations
of all container traffic to and from Australia.
DANNY WONG Mr. Wong, 42, is responsible for the Leasing Company's lease
marketing and operations in Asia, Australia and the Indian sub-continent, and is
based in Singapore. From 1991 to 1993, Mr. Wong was Vice President/Refrigerated
Containers, responsible for the marketing of refrigerated containers worldwide
for the Leasing Company. From 1988 to 1991, Mr. Wong was employed by LPI, as
Director of Marketing for the Far East and Southeast Asia based in Singapore.
From 1987 to 1988, Mr. Wong was a district manager in Singapore covering leasing
activities in Southeast Asia for Gelco CTI, a major container leasing company.
From 1979 to 1987, Mr. Wong was employed by Flexi-Van Leasing in Singapore as a
sales manager and later as Regional Manager for Southeast Asia and the Indian
sub-continent. Mr. Wong holds a Diploma in Marketing Management from the
Singapore Institute of Management.
DAVID HEATHER Mr. Heather, 48, is responsible for all technical and
engineering activities of the fleet managed by the Leasing Company. Mr. Heather
was Technical Director for LPI, based in the United Kingdom, from 1986 to 1991.
From 1980 to 1986, Mr. Heather was employed by ABC Containerline NV as Technical
Manager with technical responsibility for the shipping line's fleet of dry
cargo, refrigerated and other specialized container equipment. From 1974 to
1980, Mr. Heather was Technical Supervisor for ACT Services Ltd., a shipping
line, with responsibility for technical activities related to refrigerated
containers. Mr. Heather holds a Marine Engineering Certificate from Riversdale
Marine Technical College in England.
JOHN C. KIRBY Mr. Kirby, 42, is responsible for container purchasing,
contract and billing administration, container repairs and leasing-related
systems, and is based in the United Kingdom. Mr. Kirby joined CCC in 1985 as
European Technical Manager and advanced to Director of European Operations in
1986, a position he held with CCC, and later the Leasing Company, until his
promotion to Vice President/Operations of the Leasing Company in 1992. From 1982
to 1985, Mr. Kirby was employed by CLOU Containers a container leasing company,
as Technical Manager based in Hamburg, Germany. Mr. Kirby acquired a
professional engineering qualification from the Mid-Essex Technical College in
England.
J. GORDON STEEL Mr. Steel, 63, is directly responsible for the overall
lease marketing activity for the Leasing Company's Tank Container Division. From
1990 to 1992, Mr. Steel held the position of Director/General Manager for
Tiphook Container's Tank Division. From 1977 to 1990, Mr. Steel held various
managerial positions, involving manufacturing and transportation of hazardous
materials, with Laporte Industries and ICI, major chemical distribution
companies. Mr. Steel is a qualified Chemical Engineer and attended the Associate
Royal Technical College in Scotland.
18
<PAGE> 19
Item 11. Executive Compensation
The Registrant expects to commence monthly distributions to its partners
(general and limited) from distributable cash from operations in June 1996. Such
distributions will be allocated 95% to the limited partners and 5% to the
general partner. Sales proceeds will be allocated 99% to the limited partners
and 1% to the general partner. The allocations will remain in effect until such
time as the limited partners have received from the Registrant aggregate
distributions in an amount equal to their capital contributions plus an 8%
cumulative, compounded (daily), annual return on their adjusted capital
contributions. Thereafter, all Partnership distributions will be allocated 85%
to the limited partners and 15% to the general partner.
The Registrant will not pay or reimburse CCC or the Leasing Company for any
remuneration payable by them to their executive officers, directors or any other
controlling persons. However, the Registrant will reimburse the general partner
and the Leasing Company for certain services pursuant to Section 4.4 of the
Partnership Agreement. These services include but are not limited to (i)
salaries and related salary expenses for services which could be performed
directly for the Registrant by independent parties, such as legal, accounting,
transfer agent, data processing, operations, communications, duplicating and
other such services; (ii) performing administrative services necessary to the
prudent operations of the Registrant.
The Registrant did not pay fees or distributions to CCC and its affiliates for
the year ended December 31, 1995.
Item 12. Security Ownership of Certain Beneficial Owners and Management
(a) Security Ownership of Certain Beneficial Owners
Inapplicable
(b) Security Ownership of Management
The Registrant has no directors or officers. It is managed by CCC, the
general partner. With the exception of Dennis J. Tietz, President and a director
of CCC, no director or officer owns any units of limited partnership interests
of the Registrant. Mr. Tietz owns five units (representing an investment of
$100), and was the initial and sole limited partner at December 31, 1995.
(c) Changes in Control
Inapplicable.
Item 13. Certain Relationships and Related Transactions
(a) Transactions with Management and Others
Inapplicable
(b) Certain Business Relationships
Inapplicable.
(c) Indebtedness of Management
Inapplicable.
(d) Transactions with Promoters
Inapplicable.
19
<PAGE> 20
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a)1. Financial Statements
<TABLE>
<CAPTION>
Page
----
<S> <C>
The following financial statements of the Registrant are included in Part II, Item 8:
Report of Independent Public Accountants . . . . . . . . . . . . . . . . . . . . . 11
Balance sheet - December 31, 1995 . . . . . . . . . . . . . . . . . . . . . . . . 12
</TABLE>
All other schedules are omitted as the information is not required or the
information is included in the financial statements or notes thereto.
20
<PAGE> 21
(a)3. Exhibits
<TABLE>
<CAPTION>
Exhibit Description Method of Filing
No. ----------- ----------------
- -------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and *
restated as of December 28, 1995
3(b) Certificate of Limited Partnership of the Registrant **
10 Form of Leasing Agent Agreement with Cronos Containers Limited ***
27 Financial Data Schedule Filed with this document
</TABLE>
(b) Reports on Form 8-K
No reports on Form 8-K were filed by the Registrant during the quarter
ended December 31, 1995
- ----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 28, 1995, included as part of Registration
Statement on Form S-1 (No. 33-98290)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-98290)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-1 (No. 33-98290)
21
<PAGE> 22
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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.
CRONOS GLOBAL INCOME FUND XVI, L.P.
By Cronos Capital Corp.
The General Partner
By /s/ John Kallas
--------------------------
John Kallas
Vice President/Treasurer and Chief
Financial Officer
Principal Accounting Officer
Date: March 28, 1996
Pursuant to the requirement of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of Cronos
Capital Corp., the general partner of the Registrant, in the capacities and on
the dates indicated:
<TABLE>
<CAPTION>
Signature Title Date
<S> <C> <C>
/s/ Dennis J. Tietz President and Director of March 28, 1996
- ------------------------- Cronos Capital Corp.
Dennis J. Tietz ("CCC") (Principal Executive
Officer of CCC)
/s/ John Kallas Vice President/Treasurer and March 28, 1996
- ------------------------- Chief Financial Officer
John Kallas (Principal Accounting Officer
of CCC)
/s/ Laurence P. Sargent Director of CCC March 28, 1996
- -------------------------
Laurence P. Sargent
/s/ A. Darrell Ponniah Director of CCC March 28, 1996
- -------------------------
A. Darrell Ponniah
</TABLE>
<PAGE> 23
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description Method of Filing
- ------- ----------- ----------------
<S> <C> <C>
3(a) Limited Partnership Agreement of the Registrant, amended and *
restated as of December 28, 1995
3(b) Certificate of Limited Partnership of the Registrant **
10 Form of Leasing Agent Agreement with Cronos Containers Limited ***
27 Financial Data Schedule Filed with this document
</TABLE>
- ----------
* Incorporated by reference to Exhibit "A" to the Prospectus of the
Registrant dated December 28, 1995, included as part of Registration
Statement on Form S-1 (No. 33-98290)
** Incorporated by reference to Exhibit 3.2 to the Registration Statement on
Form S-1 (No. 33-98290)
*** Incorporated by reference to Exhibit 10.2 to the Registration Statement on
Form S-1 (No. 33-98290)
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE BALANCE
SHEET AT DECEMBER 31, 1995 AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH
FINANCIAL STATEMENT INCLUDED AS PART OF ITS ANNUAL REPORT ON FORM 10-K FOR THE
PERIOD DECEMBER 31, 1995
</LEGEND>
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-START> JAN-01-1995
<PERIOD-END> DEC-31-1995
<CASH> 100
<SECURITIES> 0
<RECEIVABLES> 0
<ALLOWANCES> 0
<INVENTORY> 0
<CURRENT-ASSETS> 100
<PP&E> 0
<DEPRECIATION> 0
<TOTAL-ASSETS> 100
<CURRENT-LIABILITIES> 0
<BONDS> 0
0
0
<COMMON> 0
<OTHER-SE> 100
<TOTAL-LIABILITY-AND-EQUITY> 100
<SALES> 0
<TOTAL-REVENUES> 0
<CGS> 0
<TOTAL-COSTS> 0
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 0
<INCOME-PRETAX> 0
<INCOME-TAX> 0
<INCOME-CONTINUING> 0
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 0
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
