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
August 31, 2011
Date of Report (Date of Earliest Event Reported)
Cronos Global Income Fund XVI, L.P.
(Exact name of registrant as specified in its charter)
| California | 0-27496 | 94-3230380 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
| One Front Street, Suite 925, San Francisco, California |
94111 | |
| (Address of principal executive offices) | (Zip Code) |
(415) 677-8990
(Fund’s Telephone Number, Including Area Code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR § 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR § 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR § 240.13e-4(c)) |
| Item 2.02 | Results of Operations and Financial Condition. |
The Registrant, Cronos Global Income Fund XVI, L.P., a California limited partnership (the “Fund”), was organized on September 1, 1995 to engage in the business of owning and leasing marine cargo containers to third-party lessees. The Fund is managed by Cronos Capital Corp., a California corporation (“CCC”), its general partner.
On August 31, 2011, CCC, for and on behalf of the Fund, transmitted its letter to the limited partners of the Fund reporting on the Fund’s results of operations for the second calendar quarter of 2011 and on the sale of the Fund’s remaining fleet of containers. A copy of the letter is furnished with this report as Exhibit 99.1.
The information in this Current Report on Form 8-K, including the attached letter, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be set forth by specific reference in such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| (d) | Exhibits |
| 99.1 | Letter report to the limited partners of the Fund from CCC, dated August 31, 2011. |
1
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| CRONOS GLOBAL INCOME FUND XVI, L.P. | ||||||
| By | Cronos Capital Corp., | |||||
| The General Partner | ||||||
| By | /s/ Frank P. Vaughan | |||||
| Frank P. Vaughan | ||||||
| Chief Financial Officer | ||||||
| Date: August 31, 2011 | ||||||
2
INDEX TO EXHIBITS
| Exhibit | Description | |
| 99.1 | Letter report from Cronos Capital Corp., general partner of Cronos Global Income Fund XVI, L.P., dated August 31, 2011, reporting on the Fund’s results of operations for the second calendar quarter of 2011 and on the sale of the Fund’s remaining fleet of containers. | |
EXHIBIT 99.1
REPORT FOR THE SECOND QUARTER 2011
AND FOR THE PERIOD
JULY 1, 2011 THROUGH AUGUST 17, 2011 (LIQUIDATION OF PARTNERSHIP)
To the Limited Partners of Cronos Global Income Fund XVI, L.P.:
The Partnership is in its 16th year of operations and, as we have discussed in prior quarterly reports, is in its liquidation phase wherein the General Partner focuses its attention on the retirement of the remaining equipment of the Partnership’s fleet. The Partnership disposed of 141 containers during the second quarter of 2011, and, at June 30, 2011, the Partnership’s fleet consisted of approximately 46% of the original combined fleet. With the reduction in the size of the Partnership’s container fleet, the administrative expenses incurred by the Partnership as a percent of its gross revenues have increased. For this reason, and the current favorable market for the sale of container assets, CCC, as the General Partner, concluded that it would be in the best interest of the Partnership and its Limited Partners to sell its remaining containers in bulk.
CCC distributed a request for proposal (“RFP”) on May 31, 2011 to various third parties, seeking their interest in purchasing the Partnership’s remaining containers. The RFP solicited bids for the Partnership’s remaining on-hire and off-hire containers subject to master lease and term lease (“Operating Containers”), and certain containers subject to direct financing leases.
On August 1, 2011, the Partnership sold 3,499 of its remaining containers and its direct financing leases to a third-party purchaser. With the completion of this sale, the Partnership has now resolved to wind up and dissolve. CCC will proceed with the orderly liquidation of the Partnership, the payment of its remaining liabilities, and the distribution of the net proceeds of the Partnership’s liquidation to the General and Limited Partners. The Partnership reported on the sale in its Current Report on Form 8-K with an event date of August 1, 2011, and includes a copy of this 8-K report on the sale with this letter.
At this time, the Partnership is suspending further cash distributions from operations and sales proceeds. The Partnership will make one final liquidating distribution to the Limited Partners of the Partnership, representing the net proceeds generated from the sale of the Partnership’s containers and its remaining assets, after payment or reservation for payment of the Partnership’s remaining liabilities. CCC estimates the liquidating distribution to be approximately $7,000,000, or $4.38 per outstanding unit of limited partnership interest. The actual liquidating distribution may differ from this estimate, depending upon the amount of the Partnership’s remaining expenses and liabilities to be discharged in connection with its dissolution. CCC anticipates making the final liquidating distribution on or about September 15, 2011 to Limited Partners of record on August 1, 2011.
We would like to express our sincere appreciation to all Limited Partners for their support. In our 32 years of successfully managing marine container investment programs, we have welcomed the opportunity to assist you in pursuing your investment objectives.
| August 31, 2011 | CRONOS CAPITAL CORP. | |
| The General Partner |