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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported): August 13, 1999
IEA INCOME FUND XII, L.P.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
California 0-21518 94-3143940
(State or other jurisdiction (Commission File No.) (IRS Employer I.D. No.)
of incorporation or organization)
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444 Market Street, 15th Floor, San Francisco, California 94111
(Address of principal executive offices) (zip code)
Registrant's telephone number: (415) 677-8990
(Former name or former address, if changed since last report)
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Item 4. Changes in Registrant's Certifying Accountant
(a) On August 13, 1999, Moore Stephens, P.C. ("Moore Stephens") was
dismissed as auditors of the Registrant. The Cronos Group, a
Luxembourg holding company (the "Parent Company") is the indirect
corporate parent of Cronos Capital Corp. (the "General Partner"),
the General Partner of the Registrant. The decision to change
auditors was made by the Parent Company, acting through its Board
of Directors and Cronos Capital Corp.
Moore Stephens' report on the Registrant's financial statements
for the years ended December 31, 1998 and 1997 contained an
unqualified opinion.
During the Registrant's two most recent fiscal years, December
31, 1998 and 1997, and the subsequent interim period preceding
such dismissal, there were no disagreements between Moore
Stephens and the Registrant regarding any matter of accounting
principles or practices, financial statement disclosure, or
auditing scope or procedures which would have caused Moore
Stephens to make reference to the subject matter of the
disagreement in connection with its report on the Registrant's
financial statements.
During the Registrant's two most recent fiscal years, December
31, 1998 and 1997, internal controls existed to the extent that
Moore Stephens was not required to advise the Registrant that the
internal controls necessary for the Registrant to develop
reliable financial statements did not exist. No information came
to Moore Stephens' attention that led it to no longer be able to
rely on management's representations, or unwilling to associate
with the Registrant's financial statements.
During the Registrant's two most recent fiscal years, December
31, 1998 and 1997, and any subsequent interim period preceding
such dismissal, Moore Stephens has not advised the Registrant
that there has been a need to expand the scope of its audit, or
that information has come to its attention that if further
investigated, would materially impact the fairness or reliability
of a previously issued audit report or the underlying financial
statements; or cause Moore Stephens to be unwilling to rely on
the representations of the Registrant's management or be
associated with the Registrant's financial statements.
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(b) On August 16, 1999, the General Partner, on behalf of the
Registrant, engaged Deloitte & Touche LLP ("Deloitte & Touche")
as the Registrant's independent auditors. During the Registrant's
two most recent fiscal years, December 31, 1998 and 1997 and the
subsequent period prior to engaging Deloitte & Touche, the
Registrant had no consultations with Deloitte & Touche regarding
the application of accounting principles to a specified
transaction, either completed or proposed; or the type of audit
opinion that might be rendered on the Registrant's financial
statements. No written reports were provided to the Registrant or
oral advice provided that Deloitte & Touche concluded was an
important factor considered by the Registrant in reaching a
decision as to an accounting, auditing or financial reporting
issue. In addition, there were no matters that were either the
subject of disagreement or a reportable event.
The engagement of Deloitte & Touche by the Parent Company is
subject to the approval of the shareholders of the Parent Company
at the next annual meeting of shareholders to be held later this
year.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(16) - Letter from Moore Stephens, P.C. regarding change in
certifying accountants.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of
1934, the Registrant has duly caused this Report to be signed on its behalf by
the undersigned, hereunto duly authorized.
IEA INCOME FUND XII, L.P.
Date: August 20, 1999 By: CRONOS CAPITAL CORP.
The General Partner
By:
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Dennis J. Tietz
President and Director of Cronos
Capital Corp.
Principal Executive Officer of CCC
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August 19, 1999
Securities and Exchange Commission
450 5th Street, N.W.
Washington, D.C. 20549
Gentlemen:
We have read the statements made by IEA Income Fund XII, L.P. (the "Registrant")
(File No. 0-21518) (the copy of the facsimile received containing such
statements is attached), which we understand will be filed with the Commission,
pursuant to the requirements of Item 4 of Form 8-K, as part of the Registrant's
Form 8-K for the month of August, 1999. We agree with the statements concerning
our firm in such Form 8-K.
Sincerely,
MOORE STEPHENS, P. C.
