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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ________________)*
The Cronos Group
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(Name of Issuer)
Common Stock, par value $2.00 per share
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(Title of Class of Securities)
L20708 10 8
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(CUSIP Number)
December 31, 1998
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[ ] Rule 13d-1(b)
[X] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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L20708 10 8
CUSIP No. ................................
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1. Names of Reporting Persons.
Lawrence A. Heller
I.R.S. Identification Nos. of above person (entities only)
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization United States
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Number of 5. Sole Voting Power 452,600
Shares
Beneficially ---------------------------------------------------------------
Owned by Each 6. Shared Voting Power 0
Reporting
Person With: ---------------------------------------------------------------
7. Sole Dispositive Power 452,600
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 452,600
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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11. Percentage of Class Represented by Amount in Row (9) 5.1%
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12. Type of Reporting Person (See Instructions) IN
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L20708 10 8
CUSIP No. ................................
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1. Names of Reporting Persons.
I.R.S. Identification Nos. of above person (entities only)
Quadrangle Offshore (Cayman) LLC
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2. Check the Appropriate Box if a Member of a Group (See Instructions)
(a) [X]
(b) [ ]
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3. SEC Use Only
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4. Citizenship or Place of Organization Cayman Islands, B.W.I.
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Number of 5. Sole Voting Power 452,600
Shares
Beneficially ---------------------------------------------------------------
Owned by Each 6. Shared Voting Power 0
Reporting
Person With: ---------------------------------------------------------------
7. Sole Dispositive Power 452,600
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8. Shared Dispositive Power 0
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9. Aggregate Amount Beneficially Owned by Each Reporting Person 452,600
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10. Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares
(See Instructions) [ ]
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11. Percentage of Class Represented by Amount in Row (9) 5.1%
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12. Type of Reporting Person (See Instructions) CO
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Item 1(a). Name of Issuer:
The name of the issuer is The Cronos Group (the "Company").
Item 1(b). Address of Issuer's Principal Executive Offices:
The principal executive offices of the Company are located
at Orchard Lea, Winkfield Lane, Winkfield Windsor, Berkshire SL4 4RV, England.
Item 2(a). Name of Person Filing:
Pursuant to Rule 13d-1(k) promulgated under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), this Schedule 13G is
being filed jointly by Lawrence A. Heller, an individual, and Quadrangle
Offshore (Cayman) LLC, a Cayman Islands, B.W.I. company ("Quadrangle LLC"). Mr.
Heller and Quadrangle LLC (collectively, the "Reporting Persons") are making
this single, joint filing because they may be deemed to constitute a "group"
within the meaning of Section 13(d)(1) of the Exchange Act.
Item 2(b). Address of Principal Business Office or, if None, Residence:
The principal business address of Mr. Heller is 6 East 45th
Street, Suite 805, New York, New York 10017. The principal business address of
Quadrangle LLC is c/o Goldman Sachs (Cayman) Trust, Ltd., Harbour Centre, 2nd
Floor, P.O. Box 896, George Town, Grand Cayman, Cayman Islands, B.W.I.
Item 2(c). Citizenship:
Mr. Heller is a United States citizen. Quadrangle LLC is a
company organized in the Cayman Islands, B.W.I.
Item 2(d). Title of Class of Securities:
Common Stock, par value $2.00 per share ("Common Stock")
Item 2(e). CUSIP Number:
L20708 10 8
Item 3. If This Statement is Filed pursuant to Rule 13d-1(b), or
13d-2(b) or (c), Check Whether the Person Filing is a:
(a) [ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b) [ ] Bank as defined in Section 3(a)(6) of the Exchange Act.
(c) [ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act.
(e) [ ] An investment advisor in accordance with
Rule 13d-1(b)(1)(ii)(E).
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(f) [ ] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F).
(g) [ ] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G).
(h) [ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act.
(i) [ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act.
(j) [ ] Group in accordance with Rule 13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [X]
Item 4. Ownership.
QUADRANGLE LLC
Quadrangle LLC is the direct beneficial owner of 452,600
shares of Common Stock which represent 5.1% of the outstanding shares of Common
Stock of the Company (based on 8,858,000 shares of Common Stock issued and
outstanding as of July 15, 1998, as set forth in the Company's Annual Report on
Form 20F for the year ended December 31, 1997). Quadrangle LLC has the sole
power to vote and dispose of all such shares.
LAWRENCE A. HELLER
Lawrence Heller, as the managing member of L. Heller Advisors,
LLC, the portfolio manager of Quadrangle LLC, is the indirect beneficial owner
of 452,600 shares of Common Stock which represent 5.1% of the outstanding shares
of Common Stock of the Company (based on 8,858,000 shares of Common Stock issued
and outstanding as of July 15, 1998, as set forth in the Company's Annual Report
on Form 20F for the year ended December 31, 1997). Mr. Heller, as portfolio
manager of Quadrangle LLC, has the sole power to vote and dispose of all such
shares.
Item 5. Ownership of Five Percent or Less of a Class
Not Applicable.
Item 6. Ownership of More than Five Percent on Behalf of Another
Person
Not Applicable.
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent
Holding Company.
Not Applicable.
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Item 8. Identification and Classification of Members of the Group.
Not Applicable.
Item 9. Notice of Dissolution of Group.
Not Applicable.
Item 10. Certifications.
By signing below we certify that to the best of our knowledge
and belief, the securities referred to above were not acquired and are not held
for the purposes of or with the effect of changing or influencing the control
of the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose or
effect.
Material to be Filed as Exhibits.
1. Joint Filing Agreement, dated January 11, 1999, between the Reporting
Persons.
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SIGNATURE
After reasonable inquiry, and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
Dated: January 11, 1999
QUADRANGLE OFFSHORE (CAYMAN) LLC
By: N.S. NOMINEES LTD., its Director
By: /s/ Martin Lang
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N.S. Nominees Ltd.,
By its duly authorized officer
/s/ Lawrence A. Heller
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Lawrence A. Heller
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EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k) under the Securities Exchange Act of
1934, as amended, each of the persons named below agrees to the joint filing of
a Statement on Schedule 13G (including amendments thereto) with respect to the
common stock of The Cronos Group, and further agrees that this Joint Filing
Agreement be included as an exhibit to such filings. This Joint Filing Agreement
may be executed in counterparts, which together shall constitute one and the
same instrument.
Dated: January 11, 1999
QUADRANGLE OFFSHORE (CAYMAN) LLC
By: N.S. NOMINEES LTD., its Director
By: /s/ Martin Lang
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N.S. Nominees Ltd.,
By its duly authorized officer
/s/ Lawrence A. Heller
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Lawrence A. Heller
