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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Amendment No. 2
To
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
THE CRONOS GROUP
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
Luxembourg 0-24464 Not applicable
(State or other (Commission File No.) (IRS Employer I.D. No.)
jurisdiction of
incorporation
or organization)
</TABLE>
16, Allee Marconi, Boite Postale 260,
L-2120 Luxembourg
(Address of principal executive offices)
Registrant's telephone number: 352 453145
Not Applicable
(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, the Registrant's independent auditors,
Moore Stephens, were notified of the Board of Directors'
decision to replace them. Under Luxembourg law and the
Articles of Incorporation of the Registrant, Moore Stephens
was appointed for a one year term at last year's annual
shareholders' meeting, which was held on October 29, 1998.
In the Audit Report to the Registrant's 1998 Consolidated
Financial Statements, Moore Stephens drew attention to the
fact that the Registrant was negotiating the refinancing of
certain loans. Moore Stephens advised that these conditions
raised substantial doubt that the Registrant would be able to
continue as a going concern.
In the Audit Report to the Registrant's 1997 Consolidated
Financial Statements, Moore Stephens drew attention to the
fact that the Registrant was negotiating the refinancing of
certain loans and was not in compliance with the terms of an
escrow agreement. Moore Stephens advised that this and other
factors raised substantial doubt that the Registrant would be
able to continue as a going concern.
In addition, Moore Stephens drew attention to certain notes to
the Registrant's 1998 and 1997 Consolidated Financial
Statements relating to financing and recomposition expenses,
items affecting fourth quarter results of operations,
commitments and contingencies and related party transactions.
Moore Stephens advised that allegations had been made which
could result in the Registrant becoming defendants in lawsuits
alleging various financial improprieties in the operation of
certain third party Austrian investment entities and their
sponsoring companies.
The decision to change accountants was approved by the Board
of Directors of the Registrant. The Board has an audit
committee of two members. One of the members of the audit
committee participated in the decision of the Board to replace
Moore Stephens and approved the decision; the other member was
not present at the meeting of the Board at which the decision
to replace Moore Stephens was made and did not participate in
the decision.
During the Registrant's two most recent fiscal years, December
31, 1998 and 1997, and the subsequent interim period preceding
such replacement, 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
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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 the subsequent interim period preceding
such replacement, 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.
(b) On August 16, 1999, the Registrant engaged Deloitte & Touche
LLP ("Deloitte & Touche") as the Registrant's independent
auditors. The decision is subject to approval by the
shareholders of the Registrant, which will be sought at the
next annual meeting of shareholders, to be held later this
year. 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.
Item 7. Financial Statements and Exhibits
(c) Exhibits
(16) - Letter from Moore Stephens 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.
Date: August 20, 1999
THE CRONOS GROUP
/s/ Dennis J. Tietz
By: ------------------------------------
Dennis J. Tietz
Chief Executive Officer
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EXHIBIT INDEX
Exhibits Description
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16 Letter from Moore Stephens regarding change in
certifying accountants.
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[MOORE STEPHENS LETTERHEAD]
August 25, 1999
Securities and Exchange Commission
450 5th Street N.W.
Washington DC 20549
Gentlemen,
We have read the attached statement made by The Cronos Group (the "Registrant")
(File No. 0-24464), which we understand has been 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.
Yours faithfully,
/s/ Moore Stephens, London
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Moore Stephens, London
SEC Independent Auditor
/s/ Moore Stephens S.a.r.l.
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Moore Stephens S.a.r.l.
Luxembourg Statutory Auditor
