SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)
THE CRONOS GROUP
(NAME OF ISSUER)
COMMON SHARES
(TITLE OF CLASS OF SECURITIES)
L20708100
(CUSIP NUMBER)
LOUIS F. BURKE, ESQ.
SNOW BECKER KRAUSS P.C.
605 THIRD AVENUE
NEW YORK, NEW YORK 10158
(212) 455-0472
(NAME, ADDRESS AND TELEPHONE NUMBER OF
PERSON AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS)
MARCH 25, 1997
(DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)
IF THE FILING PERSON HAS PREVIOUSLY FILED A STATEMENT ON SCHEDULE 13G
TO REPORT THE ACQUISITION WHICH IS THE SUBJECT OF THIS SCHEDULE 13D, AND IS
FILING THIS SCHEDULE BECAUSE OF RULE 13D-1(B)(3) OR (4), CHECK THE FOLLOWING BOX
[ ].
PAGE 1 OF 4 PAGES
EXHIBIT INDEX IS LOCATED ON PAGE 4
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SCHEDULE 13D
CUSIP NO. L20708100 PAGE 2 OF 4 PAGES
- -------------------------------------------------------------------------------
1) NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF REPORTING PERSON
CENTRAL WECHSEL - UND CREDITBANK AG
2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(A) [ ]
(B) [ ]
3) SEC USE ONLY
4) SOURCE OF FUNDS
WC (SEE ITEM 3)
5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(D) OR 2(E) [ ]
6) CITIZENSHIP OR PLACE OF ORGANIZATION
REPUBLIC OF AUSTRIA
7) SOLE VOTING POWER
1,075,000 (SEE ITEM 5)
NUMBER 8) SHARED VOTING POWER
OF SHARES NONE
BENEFICIALLY
OWNED BY 9) SOLE DISPOSITIVE POWER
EACH 1,075,000 (SEE ITEM 5)
REPORTING
PERSON 10) SHARED DISPOSITIVE POWER
WITH NONE
11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,075,000 (SEE ITEM 5)
12) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
12.5%
14) TYPE OF REPORTING PERSON
BK
<PAGE>
PAGE 3 OF 4 PAGES
Item 1. Security and Issuer.
This Statement relates to Common Shares (the "Shares"), of The Cronos
Group, an entity organized under the laws of The Grand Duchy of Luxembourg (the
"Issuer"). The principal executive offices of the Issuer are located at 35 rue
Glesener, L-1631 Luxembourg.
Item 2. Identity and Background.
The Reporting Person is Central Wechsel - und Creditbank AG, a
commercial banking institution organized under the laws of the Republic of
Austria. Its business and office address is located at Kaerntner Strasse 43,
1015 Vienna Austria.
During the last five years, the Reporting Person has not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors).
During the past five years, the Reporting Person has not been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, Federal or State securities
laws or finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The Reporting Person used its working capital in order to make a loan
in the principal amount of $15,683,915.10, as described in Item 4 below, in the
ordinary course of its business. See Item 4 below.
Item 4. Purpose of Transaction.
This filing is made to report a contingency which might result in the
Reporting Person becoming the beneficial owner of 1,075,000 Shares of the
Issuer. On April 2, 1996, the Reporting Person entered into a loan agreement
with Enavest Holding S.A. ("Enavest") whereby Enavest acknowledged a debt to the
Reporting Person in the principal amount of $15,683,915.10, which debt
obligation was secured in part, by 1,075,000 Shares owned by Enavest, pursuant
to a pledge agreement. The pledge agreement between Enavest and the Reporting
Person provides in part that in the event of Enavest's default in repayment of
the loan, the Reporting Person may, under the pledge agreement, become the owner
of the Shares and sell the Shares to satisfy all or part of the outstanding loan
obligation. In mid-1996, Enavest defaulted with respect to the repayment of the
loan, and the Reporting Person intends to exercise its rights under the pledge
agreement and, ultimately, depending upon market conditions, sell all or part of
the Shares in order to satisfy the outstanding loan obligation.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person may be deemed to beneficially own 1,075,000
Shares, representing approximately 12.5% of the outstanding Shares (based on
8,615,378 Shares outstanding, as adjusted, of the Issuer reported to be
outstanding as set forth in the Issuer's Registration Statement on Form F-1
(File No. 33-76070) of 3,400,000 shares of The Cronos Group dated December 7,
1995).
(b) The Reporting Person may acquire sole voting and dispositive power
over 1,075,000 Shares of the Cronos Group.
(c) The Reporting Person has not, in the past sixty days, engaged in
any transactions involving Shares of the Issuer.
(d) and (e) N/A.
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Page 4 of 4 pages
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
The Reporting Person has no agreements or understandings with any
person or entity respecting the securities of the Issuer, other than the pledge
agreement described in Item 4 above.
Item 7. Material to be Filed as Exhibits.
1) Pledge Agreement between the Reporting Person and Enavest, dated
as of April 2, 1996.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the Reporting Person certifies that the information set forth in this statement
is true, complete and correct.
Dated: March 25, 1997
CENTRAL WECHSEL - UND CREDITBANK AG
By: /s/Andreas Weissenbach
/s/Harald Seidl
EXHIBIT INDEX
1. Pledge Agreement between the Reporting Person and the Pledgor, dated as of
April 2, 1996.
<PAGE>
EXHIBIT 1
DEED OF PLEDGE
entered into and issued by
ENAVEST HOLDING S.A., A COMPANY FORMED UNDER THE LAWS OF PANAMA WITH AN ADDRESS
AT P.O.B. 8320, PANAMA CITY 7, PANAMA
(hereinafter referred to as "Pledgor")
in favour and for the benefit of
CENTRAL WECHSEL- UND CREDITBANK AG, A COMPANY FORMED UNDER THE LAWS OF AUSTRIA
WITH AN ADDRESS AT KARNTNER STRASSE 43, A-1010 VIENNA, AUSTRIA
(hereinafter referred to as "Pledgee")
as follows:
1. The Pledgor holds 1,075,000 shares in The Cronos Group, formerly
C G HOLDING S.A., a company formed under the laws of Luxembourg
with an address at 35, Rue Glesener in L-1631 Luxembourg
(hereinafter referred to as the "Company"). The Company has a
total of 8,858,378 common shares issued and outstanding. The
Company is registered in Luxembourg.
The Pledgor holds 98 shares of its own shares at a nominal value of US
$9,800.00.
Due to a share split the share certificates of the Pledgor's shares in
the Company deposited with the Pledgee do not reflect the share numbers
and the nominal value of the shares which the share certificate
currently represents nor the current firm name of the Company. The
Pledgor shall upon execution of this Deed of Pledge (the "Deed) submit
to the Pledgee two share certificates which in the aggregate represent
the share numbers and nominal value of such shares and the current firm
name of the Company as of the date of execution of this Deed.
2. The Pledgee maintains that in October 1993 it has extended a loan to the
Pledgor for an amount of US $ 13,356,466.00 (thirteen million three
hundred and fifty-six thousand four hundred and sixty-six) (hereinafter
referred to as the "Original Loan"). The Pledgee has accepted and
assumed responsibility for the Original Loan by a loan agreement of even
date herewith (hereinafter referred to as the "Loan Agreement") for an
amount of USD 15,683,915.10 including accrued interest and interest
accruing until the maturity date (hereinafter referred to as the
"Loan").
3. The Loan is to be repaid in one lumpsum amount on June 30, 1996. The
terms and conditions are more specifically defined in the Loan
Agreement.
The Loan may be accelerated and prematurely declared due and payable by
the Pledgee in case of an event of Default as defined in the Loan
Agreement. The Loan may be prepaid in whole or in part by the Pledgor
without penalty.
4. Pursuant to the Loan Agreement entered into by and between the
Pledgor and the Pledgee the Loan is to be secured, among others,
by a pledge in favour and for the benefit of the Pledgee of the
shares in the Company held by the Pledgor and of the 98 shares in
the Pledgor held by the Pledgor.
5. In order to secure repayment of the Loan pursuant to the Loan Agreement
which is fully known to the Pledgor, including interest, fees, costs and
<PAGE>
expenses, as defined in the Loan Agreement, the Pledgor, in its
capacity as shareholder in the Company and in the Pledgor,
herewith irrevocably pledges the 1,075,000 shares it hods in the
Company, corresponding to fully paid in shares in an aggregate
nominal value of US $ 2,150,000.00 and the 98 shares of its own
shares at a nominal value of US $ 9,800.00, (hereinafter referred
to as "Pledged Shares") to the Pledgee and herewith assigns all
rights pertaining to such shares and, as the case may be, derived
from such shares to the Pledgee.
The Pledgor in addition to the above pledge of the Pledged Shares and
with respect to the Pledged Shares pledges to the Pledgee its rights of
and/or claims to substitution arising in consequence of the fact that
the Pledgor no longer holds the Pledged Shares including, without
limitation, the claim for the liquidation quota, the claims for the
repayment of the initial capital contribution and/or additional
contributions, payment of the surplus in case of exclusion as
shareholder and the claims to any distribution quota according to the
Articles of Association of the Company and/or of the Pledgor, which
rights shall be collectively referred to as "rights of substitution".
The Pledgee hereby accepts the Pledge.
The Pledgor undertakes to procure immediately upon execution of this
Deed, to notify the Company in form of a deed of the assignment of
rights and claims with respect to the Pledged Shares.
The Pledgor represents and warrants that
(i) the Pledged Shares are voting shares and are fully paid-in;
(ii) the Pledgor has free and clear title to the Pledged Shares
and the Pledged Shares are free and clear of any encumbrances,
liens, pledges, charges, attachment and security interest and
of any rights in favour of third parties, except for the security
interest created by this pledge and for the agreement signed
by the Pledgee in favour of Morgan Stanley;
(iii) the Pledgor is duly incorporated, validly existing and
has full power, authority and legal right to pledge the Pledged
Shares to the Pledgee pursuant to the pledge;
(iv) the Pledged Shares have been duly authorized and validly issued,
are fully paid up and are non-assessable.
6. The term of the pledge created hereby shall be until after the due
and full discharge by the Pledgor of all of its obligations under
the Loan Agreement. For the avoidance of doubt, it is hereby stated
that the liability of the Pledgor under the Loan Agreement with
respect to such obligations shall not in any way be restricted or
limited, as far as concerns its duration, amount or in any other
respect, because or as a result of the term of the pledge, the
value of the Pledged Shares or otherwise.
7. As for payments by the Pledgor to the Pledgee for dividends and
rights of substitution, the following shall apply:
(i) Any such payments shall be retained by Pledgee unless
there is an Event of Default. Upon a default such payment
shall be paid directly to the attention of the Pledgee as
provided below.
(ii) The Pledgor herewith grants its express consent that in case
that an Event of Default as defined in the Loan Agreement
shall have occurred and be continuing, any payments of
dividends or rights of substitution shall be paid directly
to Pledgee - without writ, judgment or any other legal court
action - payments for dividends and the rights or substitution
by simple notification to the Company and the Pledgor
<PAGE>
that an Event of Default has occurred. As from receipt of the
aforementioned notification the Company and the Pledgor may not
effect payment to the Pledgor for dividends and/or rights of
substitution. The Company shall be entitled to examine the merits
of the aforementioned notification. Furthermore, the Pledgee
shall be entitled to use the moneys previously received for
rights of substitution pursuant to Section 5 above (plus any
interest that may have accrued) for settlement of the obligations.
8. The dividends and distributions referred to under Section 7.
and the allotments and distributions referred to under Section
7. shall be applied first to costs, fees, interest and expenses
and subsequently to principal.
9. In any event of discrepancy, inconsistency or conflict between
the provisions of this Deed and those of the Loan Agreement, the
latter shall as between the parties hereto prevail over the
former.
10. The costs of this Deed (including tax and legal costs) shall be
borne by the Pledgor in full up to the amount (when added to the
expenses incurred under the Loan Agreement) specified in Annex 2
to the Loan Agreement. In addition, the Pledgor shall bear and/or
reimburse to the Lender all costs arising from the enforcement of
the pledge and the right of preference created hereby.
The Pledgor undertakes to absolve and indemnify the Pledgee
from any liability for any action which may be brought against
the Pledgee for acts carried out by application of this Deed by
the Pledgee in accordance with the Loan Agreement and this Deed
and in accordance with applicable law and to reimburse the
Pledgee for all costs (including but not limited to legal and
out of the pocket expenses) duties and taxes in general which
the Pledgee may be required to pay; provided however, that
no indemnification shall be made for liability arising out of
the breach of any securities or similar laws by the Pledgee.
11. The rights of the Pledgee created over the Pledged Shares may be
assigned without the previous consent of the Pledgor to any
assignee of claims having their source in the Loan Agreement.
12. The Pledgor shall procure that immediately upon the signature of
this Deed the authorized representatives of the Company and of
the Pledgor will acknowledge this pledge of the Pledged Shares to
the Pledgee made by the Pledgor.
13. To secure perfection of the pledge granted by the Pledgor,
the latter shall take care that the pledge will be registered
in the shareholders registers of the Company and of the Pledgor.
The Pledgee shall receive a certified copy of the shareholders
registers by the Pledgor showing the actual entry of the pledge
upon the signing of this Deed. In addition, the Pledgor will
notify the Company of the pledge of the Pledged Shares and of
the rights of substitution and of the rights to dividend in case
of an Event of Default and shall enter the pledge of the Pledged
Shares and of such rights in its own books.
The Pledged Shares have already been deposited with the Pledgee.
A certified copy of the minutes of the shareholders meeting of
the Pledgor allowing the pledge according to Panamanian law shall
be given to the Pledgee upon the signing of this Deed.
14. The Pledgor shall be prohibited to sell, transfer, assign or pledge
the Pledged Shares without the prior written consent of the
Pledgee.
<PAGE>
15. The Pledgor undertakes to do all such acts and will furnish to the
Pledgee all such statements, certificates and other documents and
will use best efforts to obtain all such governmental consents and
corporate approvals and will do or cause to be done all such
other things as the Pledgee may deem necessary to enable or to
realise upon the Pledged Shares and to fully exercise its rights
hereunder. Upon the occurrence of an Event of Default,
which is continuing, the Pledgor shall appoint the Pledgee to act
as its attorney in fact with respect to the Pledged Shares, to do
all things and execute all instruments in the Pledgor's name
that may be necessary in order to enable the Pledgee to exercise
fully its rights and remedies hereunder.
Upon and after an Event of Default, in the event of a sale of the
Pledged Shares by the Pledgee under the provisions of this Deed,
the Pledgor hereby irrevocably authorizes the Pledgee to demand
and apply for the sale in the name of the Pledgor and to take
all steps necessary to effect such a realization in accordance
with applicable law. In the event of such sale the Pledgor hereby
grants to the Pledgee an irrevocable power of attorney to sign
and execute on its behalf a notarial deed on the assignment, in
full or in part, of the Pledged Shares, to a purchaser of the
Pledged Shares in such sale at a price determined on such
occasion, to sign all documents, in particular to sign an
assignment deed in form of a notarial deed, also in form of
offer and acceptance deed, to receive the transfer price on
its behalf and to determine all conditions of such agreement.
16. As long as no Event of Default under the Loan Agreement has
occurred the Pledgor shall be entitled to exercise the voting
rights and other shareholders' rights in respect of the Pledged
Shares in shareholders' meetings or otherwise, as the case may
be.
Upon the occurrence of an Event of Default and thereafter as
long as the default has not been remedied the Pledgor shall no
longer exercise its rights in respect of the Pledged Shares but
shall authorise and empower the Pledgee to act on its behalf and
to exercise the voting rights and other shareholders' rights of
the Pledgor in respect of the Pledged Shares. The Pledgor shall
consult with the Pledgee prior to any decision to be taken by the
shareholders and/or exercise of voting rights by the Pledgee in
respect of the Pledged Shares in order to render advice to the
Pledgee and to make available its expertise. However, the
Pledgee will not be bound by such advice.
17. Should an Event of Default under the Loan Agreement occur the
Pledgee shall immediately be entitled to exercise its rights
under this Deed and sell the Pledged Shares as provided for in
this Deed, provided that a formal notice of default was sent to
the Pledgor with registered mail before the sale of the Pledged
Shares.
In the case that the Pledged Shares are admitted for trading
on a stock exchange in Luxembourg or any other country or
negotiated on a regulated market which operates regularly and is
recognized and open to the public, the Pledgee may upon an Event
of Default, after written notice to the Pledgor, either sell the
Pledged Shares at the stock exchange or at the market where the
Pledged Shares are negotiated, or appropriate the Pledged Shares.
The sale or the appropriation shall be made at the then current
price of the Pledged Shares.
On the date of this Agreement, the Pledged Shares are restricted
as provided under the laws of the Securities Act of 1933 and the
Securities Exchange Act of 1934 in the United States. Therefore,
the Pledged Shares may not be freely sold in the markets in the
United States where the shares of the Company are traded. Pledgee
may only sell such shares in compliance with the U.S., or any
other applicable, securities laws.
<PAGE>
All the moneys collected by the Pledgee in any sale of the
Pledged Shares or otherwise from the Pledgor, including moneys
received in order to avoid the realization of the Pledged Shares,
shall be applied to the obligations. Any surplus remaining after
the settlement of the obligations shall be paid to the Pledgor.
19. After full and indefeasible payment and performance of all
obligations and the termination of the Commitments under the Loan
Agreement this Deed shall terminate and the Pledgee without any
further request by the Pledgor but at the expense of the Pledgor,
will execute and deliver to the Pledgor a proper instrument (or
instruments) acknowledging the satisfaction of the obligations
and the termination of this Deed.
20. All notices in connection with this Deed shall be made in writing
(by registered mail) and in accordance with the provisions of the
Loan Agreement.
21. Subject to and without prejudice to the provisions of Luxembourg
law mandatorily applicable hereto this Deed shall be governed by
Austrian law and the parties hereby agree on the non-exclusive
jurisdiction of the Commercial Court of Vienna.
22. The Pledgor acknowledges and agrees that this Deed shall also be
governed by the general conditions of the Austrian Credit
Institutes ("Allegmeine Geschaftsbedingungen der Osterreichischen
Kreditinstitute").
23. If any one or more of the provisions contained in this Deed should
prove to be invalid, illegal or unenforceable in any respect under
an applicable law, the validity, legality and enforceability of the
remaining provisions of this Deed shall not in any way be affected
or impaired thereby and such invalid, illegal or unenforceable
provisions shall at the request of the Pledgee be replaced by other
provisions in accordance with the purpose and the meaning of this
Deed.
Geneva April 2, 1996 /s/Hans-Ulrich Ming
(place and date) Enavest Holding S.A.
ACKNOWLEDGED BY AND AGREED TO:
Central Wechsel- und Creditbank AG
/s/Andreas Pinter
<PAGE>
This Agreement may be signed in any number of counterparts, each of which shall
be an original, with the same effect as if the signatures thereto were upon the
same instrument.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be duly
executed by their respective authorized representatives in Geneva as of April
second 1996.
The Borrower:
ENAVEST HOLDING S.A.
By /s/Hans-Ulrich Ming
The Lender:
CENTRAL CREDIT UND WECHSELBANK AKTIENGESELLSCHAFT
By /s/Andreas Pinter
<PAGE>
