UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 16, 1997
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Phoenix Leasing Cash Distribution Fund III, a California Limited Partnership
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(Exact name of registrant as specified in its charter)
California 0-16615 68-0062480
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
2401 Kerner Blvd., San Rafael CA 94901-5527
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code (415) 485-4500
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Page 1 of 4
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Item 4. Changes in Registrant's Certifying Accountant
On June 18, 1997, Phoenix Leasing Cash Distribution Fund III, a
California Limited Partnership (the Partnership) informed its independent
auditors, Ernst & Young LLP of their dismissal.
For each of the two years in the period ended December 31, 1996, the
reports on the financial statements of the Partnership did not contain any
adverse opinion or disclaimer of opinion and were not qualified or modified as
to uncertainty, audit scope or accounting principles.
During the two most recent fiscal years ended December 31, 1996 and the
interim period ended March 31, 1997, there have been no disagreements with Ernst
& Young LLP on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure or any reportable events.
On June 16, 1997, the Partnership engaged Arthur Andersen LLP as its new
independent auditors.
The Partnership has requested Ernst & Young LLP to provide a letter
addressed to the SEC, as required by Item 304(a)(3) of Regulation S-B, stating
whether it agrees with the above statements. A copy of Ernst & Young LLP's
letter to the SEC, dated June 19, 1997, is filed as an exhibit pursuant to Item
4 of Form 8-K.
Page 2 of 4
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Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits.
16. Letter regarding change in Certifying Accountant (1 page)
Page 3 of 4
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SIGNATURES
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
Exchange Act of 1934, the Registrant has duly ceased this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PHOENIX LEASING CASH DISTRIBUTION FUND III
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a California Limited Partnership
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(Registrant
Date Title Signature
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June 20, 1997 Senior Vice President, /S/ BRYANT J. TONG
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(Principal Accounting Officer) (Bryant J. Tong)
Phoenix Leasing Incorporated
General Partner
Page 4 of 4
Exhibit 16 - Page 1 of 1
ERNST & YOUNG LLP Suite 1100 Phone: 415 248 2000
550 California Street Fax: 415 248 2100
San Francisco, California 94104
June 19, 1997
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read Item 4 of Form 8-K dated June 16, 1997 of Phoenix Leasing Cash
Distribution Fund III, a California Limited Partnership, and are in agreement
with the statements contained in the first three paragraphs on page 2 therein.
We have no basis to agree or disagree with other statements of the registrant
contained therein.
ERNST & YOUNG LLP
Ernst & Young LLP is a member of Ernst & Young International, Ltd.
