SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A
(RULE 14A-101)
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF
THE SECURITIES EXCHANGE ACT OF 1934
Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[ X ] Definitive Additional Materials
[ X ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
THE CRONOS GROUP
(Name of Registrant as Specified in Its Charter)
INTERPOOL, INC.
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange
Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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FOR: INTERPOOL, INC.
FOR IMMEDIATE RELEASE
CONTACT: Raoul J. Witteveen
President, Chief Operating Officer
and Chief Financial Officer
(212) 916-3261
Morgen-Walke Associates
Gordon McCoun, Jennifer Angell
Media contact: Merridith Ingram
(212) 850-5600
INTERPOOL PROPOSES TO NEGOTIATE ACQUIRING THE CRONOS GROUP
FOR $5.00 PER SHARE IN CASH
-PLANS SOLICITATION TO ELECT MAJORITY OF CRONOS' BOARD OF DIRECTORS
AT UPCOMING MEETING-
PRINCETON, N.J.-- September 23, 1999--Interpool, Inc. (NYSE: IPX)
announced today that on September 21, 1999 it made a proposal to negotiate
acquiring The Cronos Group (Nasdaq: CRNS) for $5.00 per share in cash. In a
letter delivered to Dennis J. Tietz, Chairman of the Board and Chief
Executive Officer of Cronos, Interpool proposed acquiring Cronos through an
affiliate of Interpool, Container Applications International, Inc. (CAI),
pursuant to which each shareholder of Cronos would receive $5.00 per share
in cash. The $5.00 price represents a premium of approximately 33 1/3%
over yesterday's closing price of Cronos shares.
Interpool also announced today that, in connection with its proposal
to acquire Cronos, it has filed preliminary proxy materials with the
Securities and Exchange Commission which would be used to solicit proxies
from Cronos' shareholders to elect five nominees selected by Interpool to
Cronos' six-person Board of Directors at the annual meeting of shareholders
of Cronos currently scheduled to be held on October 26, 1999.
"Our preference has always been, and continues to be, to effect a
transaction with Cronos on a negotiated basis. However, their position has
left us with no choice but to seek to elect a slate of directors of Cronos
who would be receptive to a negotiated transaction with CAI," said Mr.
Witteveen, President, Chief Operating Officer and Chief Financial Officer
of Interpool.
"We believe that the election of our slate of Cronos directors
represents the best means for Cronos shareholders to express their support
for a prompt sale of Cronos to CAI or any higher bidder," said Mr. Witteveen.
Interpool, founded in 1968, is one of the world's leading lessors of
cargo containers used in international trade and is the second largest
lessor of intermodal container chassis in the United States. Interpool
leases its containers and chassis to over 200 customers, including nearly
all of the world's 20 largest international container shipping lines.
A copy of Interpool's proposal letter to Cronos is attached to this
press release.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
Interpool, Inc. ("Interpool"), Container Applications International,
Inc. ("CAI") and the following persons named below may be deemed to be
"participants" in the solicitation of proxies from the shareholders of The
Cronos Group ("Cronos") in connection with the annual meeting of the
shareholders of Cronos currently scheduled to be held on October 26, 1999
and any adjournments, postponements and continuations thereof: the
directors of Interpool (Martin Tuchman (Chairman of the Board and Chief
Executive Officer), Raoul J. Witteveen (President, Chief Operating Officer
and Chief Financial Officer), Warren L. Serenbetz, Arthur L. Burns (General
Counsel and Secretary), Peter D. Halstead, Joseph J. Whalen and Mitchell I.
Gordon); the following executive officers and employees of Interpool:
William A. Geoghan (Senior Vice President of Finance) and Ernst Baenziger
(Senior Vice President and Director of Interpool Limited); the directors of
CAI (Hiromitsu Ogawa and M. John Nishibori); and the nominees of Interpool
(the "Nominees") to stand for election to the Board of Directors of Cronos
(Clifton H.W. Maloney, Richard Maisto, Jolmer D. Gerritse, Robert S. Malina
and Edmund P. Hennelly).
As of the date hereof, each of Interpool and CAI hold direct record
ownership in 100 shares of common stock, par value $2.00 per share (the
"Cronos Common Stock"), of Cronos. In addition M. John Nishibori, the
Chief Financial Officer of CAI, is the beneficial owner of 5,500 shares of
Cronos Common Stock held in his Individual Retirement Account. Other than
set forth herein, as of the date hereof, neither Interpool, CAI nor any of
the persons listed above, has any interest, direct or indirect, by security
holding or otherwise, in Cronos.
###
Note: This press release and other press releases and information can be
viewed at Interpool's website at www.interpool.com.
September 21, 1999
Mr. Dennis Tietz
Chairman, President and Chief Executive Officer
The Cronos Group
444 Market Street
15th Floor
San Francisco, CA 94111
Dear Dennis:
As you know from our various meetings and discussions over the past
several months, the Board of Directors and management of Interpool, Inc.
are interested in pursuing a business combination transaction between The
Cronos Group ("Cronos") and our 50% owned affiliate, Container Applications
International, Inc. ("CAI"). We have repeatedly attempted to negotiate in
good faith with Cronos a possible transaction. However, after months of
discussions, last month Cronos advised us that it was not prepared to
pursue a transaction.
In our previous discussions, we expressed an interest in combining CAI
and Cronos through Cronos' acquisition of CAI. We are also prepared to
enter into good faith negotiations with Cronos now to structure an
acquisition of Cronos by CAI, pursuant to which each shareholder of Cronos
would receive $5 per share in cash. This price represents a premium of
approximately 33% over yesterday's closing price of Cronos' shares.
Accordingly, we believe that your shareholders and Board of Directors
should find our proposed transaction compelling.
We believe that the combination of CAI and Cronos would create a
leading container leasing company. Given what can be accomplished by such
a combination for employees, customers and other constituencies, and the
premium that would be received by Cronos shareholders, we hope that your
Board of Directors will reconsider its previous unwillingness to move
forward with a transaction.
Set forth below is a summary of the terms of a possible transaction
that we would be prepared to discuss.
Price and Structure
o Cronos would be merged with CAI in a one-step or two-step transaction.
We propose that all shareholders of Cronos receive $5 per share in
cash in the transaction.
Continuity of Management and Operations
o We recognize that your Board will want to understand how you and your
management team would fit into the leadership structure of the new
company. We hope and expect that you and your team would continue to
play an important role in the combined operations moving forward and
look forward to discussing this with you.
o We recognize that Cronos has gone through a rough period over the last
several years and are confident that you and the workforce in the
combined organization would find a professionally exciting, stable,
challenging and rewarding environment, as well as a strong sense of
shared purpose and camaraderie.
Timing and Process
We are confident that Cronos shareholders will find our proposal
attractive and hope that your Board of Directors will give it prompt
consideration. We and our colleagues at CAI stand ready to meet with you
promptly to discuss any and all aspects of the terms and structure of our
proposed transaction. In particular, if, in the course of negotiations
and due diligence you can demonstrate greater value for Cronos, we would be
prepared to consider an increase in our proposed purchase price.
Our proposal and its terms are subject to customary conditions,
including, among others, negotiation of a definitive acquisition agreement,
confirmatory due diligence (including confirming that our transaction would
not adversely impact Cronos' litigation against its former Chairman and
Chief Executive Officer, Stefan M. Palatin), absence of a material adverse
effect and regulatory and other approvals. We believe that our confirmatory
due diligence can be completed in a short period.
Our preference has always been and remains to effect a transaction on
a negotiated and confidential basis. However, in the event that we do not
receive a satisfactory response by 3:00 p.m., New York City time, on
September 22, 1999, we intend to take our proposal directly to your
shareholders. We are confident that, given the significant premium we are
proposing as well as its certainty of value since we are using cash
consideration, your shareholders will find our proposal extremely
compelling.
We urge your management and your Board of Directors to recognize the
value and benefits of our proposed transaction.
Sincerely,
/s/ Raoul J. Witteveen
