CRONOS GLOBAL INCOME FUND XVI LP
10-Q, 2000-11-14
EQUIPMENT RENTAL & LEASING, NEC
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q


[X]     QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 2000

                                       OR

[ ]     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
        EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM ________ TO ________


                         Commission file number 0-27496

                       CRONOS GLOBAL INCOME FUND XVI, L.P.
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                                <C>
                California                             94-3230380
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)               Identification No.)
</TABLE>

          One Front Street, 15th Floor, San Francisco, California 94111
          (Address of principal executive offices)         (Zip Code)

                                 (415) 677-8990
              (Registrant's telephone number, including area code)


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 [ ].



<PAGE>   2

                       CRONOS GLOBAL INCOME FUND XVI, L.P.


                  REPORT ON FORM 10-Q FOR THE QUARTERLY PERIOD
                            ENDED SEPTEMBER 30, 2000

                                TABLE OF CONTENTS



<TABLE>
<CAPTION>
                                                                                                                       PAGE
<S>                                                                                                                    <C>
PART I - FINANCIAL INFORMATION

  Item 1. Financial Statements


          Condensed Balance Sheets (unaudited) - September 30, 2000 and December 31, 1999                                4


          Condensed Statements of Operations (unaudited) for the three and nine months ended
          September 30, 2000 and 1999                                                                                    5


          Condensed Statements of Cash Flows (unaudited) for the nine months ended September 30, 2000 and 1999           6


          Notes to Condensed Financial Statements (unaudited)                                                            7


  Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations                         10


  Item 3. Quantitative and Qualitative Disclosures About Market Risk                                                    11


PART II - OTHER INFORMATION


  Item 1. Legal Proceedings                                                                                             12


  Item 6. Exhibits and Reports on Form 8-K                                                                              13
</TABLE>



                                       2
<PAGE>   3

                         PART I - FINANCIAL INFORMATION


 Item 1. Financial Statements

        Presented herein are the Registrant's condensed balance sheets as of
        September 30, 2000 and December 31, 1999, condensed statements of
        operations for the three and nine months ended September 30, 2000 and
        1999, and condensed statements of cash flows for the nine months ended
        September 30, 2000 and 1999.



                                       3
<PAGE>   4

                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                            CONDENSED BALANCE SHEETS

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                                                  September 30,      December 31,
                                                                                      2000               1999
                                                                                  ------------       ------------
<S>                                                                               <C>                <C>
                    Assets

Current assets:
    Cash and cash equivalents, includes $1,609,837 at September 30, 2000 and
       $1,987,785 at December 31, 1999 in interest-bearing accounts               $  1,657,540       $  1,987,885
    Net lease receivables due from Leasing Company
       (Notes 1 and 2)                                                                 217,794            513,262
                                                                                  ------------       ------------

           Total current assets                                                      1,875,334          2,501,147
                                                                                  ------------       ------------

Container rental equipment, at cost                                                 31,646,180         26,618,929
    Less accumulated depreciation                                                    6,864,669          5,542,131
                                                                                  ------------       ------------
       Net container rental equipment                                               24,781,511         21,076,798
                                                                                  ------------       ------------

Other assets                                                                           857,136             50,000
                                                                                  ------------       ------------

            Total assets                                                          $ 27,513,981       $ 23,627,945
                                                                                  ============       ============

                    Liabilities and partners' capital

Current liabilities-Current portion of equipment debt                             $    840,600       $         --

Equipment debt - long term                                                           3,992,850                 --
                                                                                  ------------       ------------

            Total liabilities                                                        4,833,450                 --
                                                                                  ------------       ------------

Partners' capital (deficit):
    General partner                                                                    (22,160)           (12,730)
    Limited partners                                                                22,702,691         23,640,675
                                                                                  ------------       ------------

           Total partners' capital                                                  22,680,531         23,627,945
                                                                                  ------------       ------------

           Total liabilities and partners' capital                                $ 27,513,981       $ 23,627,945
                                                                                  ============       ============
</TABLE>


              The accompanying notes are an integral part of these
                         condensed financial statements.



                                       4
<PAGE>   5

                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                       CONDENSED STATEMENTS OF OPERATIONS

                                   (UNAUDITED)



<TABLE>
<CAPTION>
                                                         Three Months Ended                  Nine Months Ended
                                                    -----------------------------       -----------------------------
                                                    September 30,    September 30,     September 30,     September 30,
                                                        2000              1999              2000             1999
                                                    -----------       -----------       -----------       -----------
<S>                                                 <C>              <C>               <C>               <C>
Net lease revenue (Notes 1 and 3)                   $   829,493       $   682,756       $ 2,618,985       $ 2,017,258

Other operating expenses:
    Depreciation                                        467,221           401,944         1,343,915         1,207,148
    Other general and administrative expenses            15,236            10,728            59,574            35,551
                                                    -----------       -----------       -----------       -----------
                                                        482,457           412,672         1,403,489         1,242,699
                                                    -----------       -----------       -----------       -----------

       Income from operations                           347,036           270,084         1,215,496           774,559

Other income (loss):
    Interest income                                      17,724            24,353            59,125            65,383
    Net gain (loss) on disposal of equipment             (3,985)            1,431            (4,473)            5,384
    Interest expense                                   (108,460)               --          (196,929)               --
                                                    -----------       -----------       -----------       -----------
                                                        (94,721)           25,784          (142,277)           70,767
                                                    -----------       -----------       -----------       -----------

       Net income                                   $   252,315       $   295,868       $ 1,073,219       $   845,326
                                                    ===========       ===========       ===========       ===========

Allocation of net income:
    General partner                                 $    29,504       $    30,890       $    91,601       $    90,813
    Limited partners                                    222,811           264,978           981,618           754,513
                                                    -----------       -----------       -----------       -----------

                                                    $   252,315       $   295,868       $ 1,073,219       $   845,326
                                                    ===========       ===========       ===========       ===========


Limited partners' per unit share of net income      $      0.14       $      0.16       $      0.61       $      0.47
                                                    ===========       ===========       ===========       ===========
</TABLE>


              The accompanying notes are an integral part of these
                         condensed financial statements.



                                       5
<PAGE>   6

                       CRONOS GLOBAL INCOME FUND XVI, L.P.

                       CONDENSED STATEMENTS OF CASH FLOWS

                                   (UNAUDITED)




<TABLE>
<CAPTION>
                                                                Nine Months Ended
                                                          -----------------------------
                                                         September 30,     September 30,
                                                             2000              1999
                                                          -----------       -----------
<S>                                                      <C>               <C>
Net cash provided by operating activities                 $ 1,915,533       $ 2,195,576

Cash from investing activities:
   Proceeds from disposal of equipment                         46,119            48,190
   Purchase of container rental equipment                     (58,300)               --
   Acquisition fees paid to general partner                    (2,915)               --
                                                          -----------       -----------

Net cash provided by (used in) investing activities           (15,096)           48,190
                                                          -----------       -----------

Cash from financing activities:
   Distribution to Partners                                (2,020,632)       (1,909,073)
   Payments of long term debt                                (210,150)               --
                                                          -----------       -----------

Net cash used in financing activities                      (2,230,782)       (1,909,073)
                                                          -----------       -----------


Net increase (decrease) in cash and cash equivalents         (330,345)          334,693


Cash and cash equivalents, beginning of period              1,987,885         1,843,812
                                                          -----------       -----------


Cash and cash equivalents, end of period                  $ 1,657,540       $ 2,178,505
                                                          ===========       ===========

Supplementary disclosure of cash flow information:
   Cash paid during the period for interest               $   162,974       $        --
                                                          ===========       ===========
</TABLE>


              The accompanying notes are an integral part of these
                         condensed financial statements.



                                       6
<PAGE>   7

                       CRONOS GLOBAL INCOME FUND XVI, L.P.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(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 worldwide to ocean carriers. To this
                extent, the Partnership's operations are subject to the
                fluctuations of world economic and political conditions. Such
                factors may affect the pattern and levels of world trade. The
                Partnership believes that the profitability of, and risks
                associated with, leases to foreign customers is generally the
                same as those of leases to domestic customers. The Partnership's
                leases generally require all payments to be made in United
                States currency.

                Cronos Capital Corp. ("CCC") is the general partner and, with
                its affiliate Cronos Containers Limited (the "Leasing Company"),
                manages the business of the Partnership. CCC and the Leasing
                Company also manage the container leasing business for other
                partnerships affiliated with the general partner. The
                Partnership shall continue until December 31, 2015, unless
                sooner terminated upon the occurrence of certain events.

                The Partnership commenced operations on March 29, 1996, when the
                minimum subscription proceeds of $2,000,000 were received from
                over 100 subscribers (excluding from such count Pennsylvania
                residents, the general partner, and all affiliates of the
                general partner). On February 3, 1997, CCC suspended the offer
                and sale of units in the Partnership. The offering terminated on
                December 27, 1997, at which time 1,599,667 limited partnership
                units had been purchased.

        (b)     Leasing Company and Leasing Agent Agreement

                The Partnership has entered into a Leasing Agent Agreement
                whereby the Leasing Company has the responsibility to manage the
                leasing operations of all equipment owned by the Partnership.
                Pursuant to the Agreement, the Leasing Company is 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 permits 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 is 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 one 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 are not material to
                the financial statements. Since there are no material minimum
                lease rentals, no disclosure of minimum lease rentals is
                provided in these condensed financial statements.


                                                                     (Continued)



                                       7
<PAGE>   8

                       CRONOS GLOBAL INCOME FUND XVI, L.P.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


        (c)     Basis of Accounting

                The Partnership utilizes the accrual method of accounting. Net
                lease revenue is recorded by the Partnership in each period
                based upon its leasing agent agreement with the Leasing Company.
                Net lease revenue is generally dependent upon operating lease
                rentals from operating lease agreements between the Leasing
                Company and its various lessees, less direct operating expenses
                and management fees due in respect of the containers specified
                in each operating lease agreement.

        (d)     Financial Statement Presentation

                These condensed financial statements have been prepared without
                audit. Certain information and footnote disclosures normally
                included in financial statements prepared in accordance with
                accounting principles generally accepted in The United States of
                America ("GAAP") have been omitted. It is suggested that these
                condensed financial statements be read in conjunction with the
                financial statements and accompanying notes in the Partnership's
                latest annual report on Form 10-K.

                The preparation of financial statements in conformity with GAAP
                requires the Partnership to make estimates and assumptions that
                affect the reported amounts of assets and liabilities and
                disclosure of contingent assets and liabilities at the date of
                the financial statements and the reported amounts of revenues
                and expenses during the reported period. Actual results could
                differ from those estimates.

                The interim financial statements presented herewith reflect all
                adjustments of a normal recurring nature which are, in the
                opinion of management, necessary to a fair statement of the
                financial condition and results of operations for the interim
                periods presented. The results of operations for such interim
                periods are not necessarily indicative of the results to be
                expected for the full year.


(2)     Net Lease Receivables Due from Leasing Company

        Net lease receivables due from the Leasing Company are determined by
        deducting direct operating payables and accrued expenses, base
        management fees payable, and reimbursed administrative expenses payable
        to CCC and its affiliates from the rental billings payable by the
        Leasing Company to the Partnership under operating leases to ocean
        carriers for the containers owned by the Partnership. Net lease
        receivables at September 30, 2000 and December 31, 1999 were as follows:

<TABLE>
<CAPTION>
                                                  September 30,  December 31,
                                                      2000          1999
                                                  -------------  ------------
<S>                                               <C>            <C>
Gross lease receivables                             $907,807      $869,797
Less:
Direct operating payables and accrued expenses       330,427       223,001
Damage protection reserve                            138,810        25,021
Base management fees payable                         111,643        68,101
Reimbursed administrative expenses                    54,373        16,942
Allowance for doubtful accounts                       54,760        23,470
                                                    --------      --------

Net lease receivables                               $217,794      $513,262
                                                    ========      ========
</TABLE>


                                                                     (Continued)



                                       8
<PAGE>   9

                       CRONOS GLOBAL INCOME FUND XVI, L.P.

               NOTES TO CONDENSED FINANCIAL STATEMENTS (UNAUDITED)


(3)     Net Lease Revenue

        Net lease revenue is determined by deducting direct operating expenses,
        base management fees and reimbursed administrative expenses to CCC and
        its affiliates from the rental revenue billed by the Leasing Company
        under operating leases to ocean carriers for the containers owned by the
        Partnership. Net lease revenue for the three and nine-month periods
        ended September 30, 2000 and 1999 was as follows:

<TABLE>
<CAPTION>
                                             Three Months Ended              Nine Months Ended
                                         --------------------------      --------------------------
                                        September 30,   September 30,   September 30,   September 30,
                                            2000            1999            2000            1999
                                         ----------      ----------      ----------      ----------
<S>                                     <C>             <C>             <C>             <C>
Rental revenue                           $1,241,240      $  922,747      $3,596,416      $2,817,899
Less:
Rental equipment operating expenses         281,781         137,369         572,712         472,608
Base management fees                         85,261          63,769         240,216         195,085
Reimbursed administrative expenses           44,705          38,853         164,503         132,948
                                         ----------      ----------      ----------      ----------
                                         $  829,493      $  682,756      $2,618,985      $2,017,258
                                         ==========      ==========      ==========      ==========
</TABLE>

(4)     Operating Segment

        The Financial Accounting Standards Board has issued SFAS No. 131,
        "Disclosures about Segments of an Enterprise and Related Information,"
        which changes the way public business enterprises report financial and
        descriptive information about reportable operating segments. An
        operating segment is a component of an enterprise that engages in
        business activities from which it may earn revenues and incur expenses,
        whose operating results are regularly reviewed by the enterprise's chief
        operating decision maker to make decisions about resources to be
        allocated to the segment and assess its performance, and about which
        separate financial information is available. Management operates the
        Partnership's container fleet as a homogenous unit and has determined,
        after considering the requirements of SFAS No. 131, that as such it has
        a single reportable operating segment.

        The Partnership derives its revenues from cargo marine containers. As of
        September 30, 2000, the Partnership operated 4,498 twenty-foot, 1,492
        forty-foot and 1,675 forty-foot high-cube dry cargo marine containers,
        as well as 89 twenty-foot and 299 forty-foot refrigerated cargo
        containers, and 52 twenty-four thousand-liter tanks. A summary of gross
        lease revenue, by product, for the three and nine-month periods ended
        September 30, 2000 and 1999 follows:

<TABLE>
<CAPTION>
                                 Three Months Ended              Nine Months Ended
                             --------------------------      --------------------------
                            September 30,   September 30,   September 30,   September 30,
                                2000            1999            2000            1999
                             ----------      ----------      ----------      ----------
<S>                         <C>             <C>             <C>             <C>
Dry cargo containers         $  843,285      $  505,960      $2,417,154      $1,557,080
Refrigerated containers         362,374         376,772       1,062,605       1,131,991
Tank containers                  35,581          40,015         116,657         128,828
                             ----------      ----------      ----------      ----------
Total                        $1,241,240      $  922,747      $3,596,416      $2,817,899
                             ==========      ==========      ==========      ==========
</TABLE>

        Due to the Partnership's lack of information regarding the physical
        location of its fleet of containers when on lease in the global shipping
        trade, it is impracticable to provide the geographic area information
        required by SFAS No. 131.

                                     ******



                                       9
<PAGE>   10

Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations


It is suggested that the following discussion be read in conjunction with the
Registrant's most recent annual report on Form 10-K.

1)      Material changes in financial condition between September 30, 2000 and
        December 31, 1999.

        At September 30, 2000, the Registrant had $1,657,540 in cash and cash
        equivalents, a decrease of $330,345 from the cash balances at December
        31, 1999. At September 30, 2000, the Registrant had approximately
        $155,000 in cash generated from equipment sales reserved as part of its
        cash balances. Throughout the remainder of 2000, the Registrant expects
        to use cash generated from equipment sales to purchase and replace
        containers which have been lost or damaged beyond repair.

        The Registrant's allowance for doubtful accounts increased from $23,470
        at December 31, 1999 to $54,760 at September 30, 2000. This increase was
        attributable to the delinquent account receivable balances of
        approximately 13 lessees. The Leasing Company has either negotiated
        specific payment terms with these lessees or is pursuing other
        alternatives to collect the outstanding balances. In each instance, the
        Registrant believes it has recorded appropriate allowance.

        On March 30, 2000, the Registrant borrowed $3,305,600 under a term loan
        for the purpose of acquiring additional equipment. The Registrant
        borrowed an additional $1,011,000 on April 28, 2000 and an additional
        $727,000 on May 31, 2000. The term loan was obtained from one lending
        source allowing the Registrant to take advantage of equipment purchasing
        opportunities pursuant to the Registrant's Partnership Agreement. The
        loan, due to expire in the year 2006, is scheduled to be fully repaid in
        twenty-four quarterly installments from leasing revenue received by the
        Registrant.

        The Registrant's cash distribution from operations for the third quarter
        of 2000 was 8.0% (annualized) of the limited partners' original capital
        contributions, unchanged from the second quarter of 2000. These
        distributions are directly related to the Registrant's results from
        operations and may fluctuate accordingly.

        During the third quarter of 2000, growth in the volume of containerized
        trade continued to improve. As a result, demand for leased equipment
        strengthened in many locations, but most significantly throughout Asia.
        With the growth in the volume of world trade, ocean carriers are
        committing their capital to the purchase of additional containerships
        and turning to leasing companies to supply them with the containers they
        need to meet their growing freight requirements. The container leasing
        market has rebounded and prospects have somewhat improved, but lease
        rates have remained at generally the same low level as at the beginning
        of this year. At the same time, inventories of idle equipment have been
        reduced in Europe, but there has been no appreciable reduction in the
        U.S. The strong U.S. economy continued to import more than it exported.
        This imbalance has had the effect of further increasing idle container
        inventories, particularly on the U.S. East Coast.


2)      Material changes in the results of operations between the three and
        nine-month periods ended September 30, 2000 and 1999.

        Net lease revenue for the three and nine-month periods ended September
        30, 2000 was $829,493 and $2,618,985, respectively, an increase of
        approximately 21% and 30%, from the same respective three and nine-month
        periods in the prior year. Gross rental revenue (a component of net
        lease revenue) for the three and nine-month periods ended September 30,
        2000 was $1,241,240 and $3,596,416, respectively, reflecting an increase
        of 35% and 28%, from the same respective three and nine-month periods in
        the prior year. This increase can be attributable to the rental revenue
        earned on the Registrant's purchase of additional equipment. Dry cargo
        container average per-diem rental rates for the three and nine-month
        periods ended September 30, 2000 increased approximately 2% and declined
        4%, respectively, when compared to the same three and nine-month periods
        in the prior year. Refrigerated container average per-diem rental rates
        for the three and nine-month periods ended September 30, 2000 decreased
        approximately 3% and 4%, respectively, when compared to the same periods
        in the prior year. Tank container average per-diem rental rates for the
        three and nine-month periods ended September 30, 2000 decreased
        approximately 13% and 14%, respectively, when compared to the same
        periods in the prior year.
                                                                     (Continued)

                                       10
<PAGE>   11

        The Registrant's average fleet size and utilization rates for the three
        and nine-month periods ended September 30, 2000 and 1999 were as
        follows:


<TABLE>
<CAPTION>
                                                    Three Months Ended                 Nine Months Ended
                                              -------------------------------     -----------------------------
                                              September 30,     September 30,     September 30,   September 30,
                                                  2000              1999             2000            1999
                                              -------------     -------------     -------------   -------------
<S>                                           <C>               <C>               <C>             <C>
Average fleet size (measured in
    twenty-foot equivalent units (TEU))
       Dry cargo containers                      10,837            6,823            8,797            6,831
       Refrigerated containers                      687              688              687              688
       Tank containers                               52               52               52               52
Average Utilization
       Dry cargo containers                          86%              78%              84%              76%
       Refrigerated containers                       98%              99%              98%              99%
       Tank containers                               66%              71%              72%              74%
</TABLE>

        Rental equipment operating expenses, as a percentage of the Registrant's
        gross lease revenue, were 23% and 16%, respectively, during the three
        and nine-month periods ended September 30, 2000, compared to 15% and
        17%, respectively, during each of the three and nine-month periods ended
        September 30, 1999. Contributing to these increases were costs
        associated with the increased recording of damage protection and
        doubtful accounts. Base management fees during the three and nine-month
        periods ended September 30, 2000 increased 34% and 23%, respectively,
        when compared to the same three and nine-month periods in the prior year
        as a result of higher gross rental revenues.

        The Registrant disposed of five twenty-foot and two forty-foot high-cube
        dry cargo marine containers during the third quarter of 2000, as
        compared to 19 twenty-foot, two forty-foot and three forty-foot
        high-cube dry cargo marine containers during the third quarter of 1999.
        The decision to repair or dispose of a container is made when it is
        returned by a lessee. This decision is influenced by various factors
        including the age, condition, suitability for continued leasing, as well
        as the geographical location of the container when disposed. These
        factors also influence the amount of sales proceeds received and the
        related gain on container disposals.



Item 3. Quantitative and Qualitative Disclosures About Market Risk

        Not applicable.



                                       11
<PAGE>   12

                           PART II - OTHER INFORMATION


Item 1.  Legal Proceedings

On March 20, 2000, KM Investments, LLC, a California limited liability company
("KM") filed its complaint (the "Complaint") in the Superior Court for the
County of Los Angeles against CCC, as general partner of the Partnership,
alleging violation of the California Revised Limited Partnership Act, breach of
fiduciary duty, and unfair competition. KM claims to be an assignee of units of
limited partnership interests in the Partnership and six other California
limited partnerships (collectively, the "Cronos Partnerships") managed by CCC as
general partner. KM, which is in the business of making unregistered tender
offers for up to 4.9% of the outstanding interests in limited partnerships,
claims that CCC has wrongfully refused to provide KM with lists of the limited
partners of the Cronos Partnerships to enable KM to make unregistered tender
offers to the limited partners of the Cronos Partnerships.

KM asks for declaratory relief, damages according to proof, attorneys' fees,
costs, interest, a temporary restraining order and/or a preliminary injunction
barring CCC from giving limited partner lists to any other party before
delivering such lists to KM, punitive damages, and an order prohibiting CCC from
receiving reimbursement of its legal fees incurred in defending the action from
the Cronos Partnerships.

On April 24, 2000, CCC filed its demurrer to the Complaint and its motion to
strike those portions of the Complaint seeking punitive damages. By its
demurrer, CCC asserted that KM, as an assignee of units of the Cronos
Partnerships, is not entitled to review or receive a copy of the lists of the
limited partners of the Cronos Partnerships; that CCC has not breached any
fiduciary duty to KM; and that CCC has not engaged in unfair competition as
alleged by KM. CCC requested that the Court dismiss KM's Complaint.

On June 8, 2000, the Court heard CCC's demurrer, and sustained (i.e., granted)
it in its entirety, allowing KM thirty days to file an amended complaint. KM did
so on or about July 10, 2000, asserting the same causes of action as set forth
in its original complaint. On August 25, 2000, CCC filed its demurrer to KM's
First Amended Complaint and its motion to strike those portions of the First
Amended Complaint seeking punitive damages. On October 11, 2000, the Court heard
CCC's motions. It sustained CCC's demurrer to KM's fourth cause of action
seeking declaratory relief, but overruled (i.e., denied) CCC's demurrer to KM's
first three causes of action, on the ground that the evidence submitted by CCC
was not properly before the Court on CCC's demurrer to KM's First Amended
Complaint. At the same time, the Court granted CCC's motion to strike those
portions of KM's First Amended Complaint seeking punitive damages.

On October 20, 2000, CCC filed its answer to KM's First Amended Complaint,
denying the allegations thereof, denying that plaintiff is entitled to any
damages, and asserting various affirmative defenses. CCC believes that KM does
not have standing to inspect or receive lists of the limited partners of the
limited partnerships managed by CCC, and that CCC has meritorious defenses to
KM's First Amended Complaint.



                                       12
<PAGE>   13

                     PART II - OTHER INFORMATION (CONTINUED)


Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits

<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
</TABLE>


(b)     Reports on Form 8-K

        No reports on Form 8-K were filed by the Registrant during the quarter
ended September 30, 2000.



----------

*       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)



                                       13
<PAGE>   14

                                   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 thereunto duly authorized.




                                        CRONOS GLOBAL INCOME FUND XVI, L.P.


                                        By  Cronos Capital Corp.
                                        The General Partner




                                        By  /s/ Dennis J. Tietz
                                           ------------------------
                                        Dennis J. Tietz
                                        President and Director of
                                        Cronos Capital Corp. ("CCC")
                                        Principal Executive Officer of CCC




Date: November 14, 2000



                                       14
<PAGE>   15

                                  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
</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)



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