<PAGE> 1
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
<TABLE>
<S> <C>
November 15, 1999 0-24464
- ------------------------------------------------ ------------------------
Date of Report (date of Earliest Event Reported) (Commission File Number)
</TABLE>
THE CRONOS GROUP
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
Luxembourg Not Applicable
- ---------------------------------------- ---------------------------------
(State of incorporation or organization) (IRS Employer Identification No.)
</TABLE>
16, Allee Marconi, Boite Postale 260,L-2120 Luxembourg
------------------------------------------------------
(Address of principal executive offices) (Zip Code)
352 453145
----------------------------------------------------
(Registrant's telephone number, including area code)
<PAGE> 2
ITEM 5. Other Events
On November 15, 1999, The Registrant issued a press release
annexed hereto as Exhibit No. 1. This press release reports upon the Order
Instituting Public Administrative Proceedings Pursuant to Section 8A of the
Securities Act of 1933 and Section 21(C) of the Securities Exchange Act of 1934,
Making Findings, and Imposing a Cease-and-Desist Order, dated November 15, 1999
(Securities Act of 1933 Release No. 7771, Securities Exchange Act of 1934
Release No. 42139, and Accounting and Auditing Enforcement Release No. 1208).
2
<PAGE> 3
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, thereunto duly authorized.
THE CRONOS GROUP
Registrant
By /s/ Dennis J. Tietz
-------------------------------
Dennis J. Tietz
Chief Executive Officer
Date: November 16, 1999
3
<PAGE> 4
Exhibit Index
1. Press Release dated November 15, 1999
4
<PAGE> 1
FOR: The Cronos Group
FOR IMMEDIATE RELEASE
CONTACT: Elinor A. Wexler
Vice President, Corporate Communications
(415) 677-8990
CRONOS RESOLVES SEC INVESTIGATION
SAN FRANCISCO, CA - November 15, 1999 -- The Cronos Group (Nasdaq: CRNS)
announced today that it has agreed to a settlement of the SEC's private
investigation of the Company. The investigation, triggered by the actions of
former management of the Company, was commenced by the SEC in February, 1997.
The focus of the inquiry was the relationship between the Company's former
Chairman, Stefan M. Palatin, and companies controlled by him.
The Company has consented to the entry of an administrative cease and desist
order, entered and published by the SEC on this date. Without admitting or
denying the findings set forth by the SEC in the order, the Company has agreed
to cease and desist from committing or causing any violation or future violation
of Section 17(a) of the Securities Act of 1933, Sections 10(b), 13(a), and 13(b)
of the Securities Exchange Act of 1934, and certain rules promulgated by the SEC
thereunder. The Company has further agreed to designate an agent for service of
process and to cooperate with the Commission and its Staff in any judicial
proceeding related to the order and in any administrative proceeding instituted
by the Commission against former officers or directors of the Company.
"When I assumed the position of Chairman of Cronos in March of this year,"
commented Dennis J. Tietz, Chairman and CEO of Cronos, "one of my objectives was
to resolve the SEC's investigation of the Company, triggered by the actions of
former management. I am happy that we have reached a resolution of the SEC's
investigation that has not involved the payment of any fine or penalty." Mr.
Tietz concluded that "with this matter behind us, we can now focus our energies
on implementing our business plan to reduce costs, to increase the utilization
and per diem rental rates of our container fleet, and to return to the capital
markets."
Cronos is one of the world's leading lessors of intermodal containers, owning
and managing a fleet of over 365,000 TEU (twenty-foot equivalent units). The
diversified Cronos fleet of dry cargo, refrigerated and other specialized
containers is leased to a customer base of approximately 400 ocean carriers and
transport operators around the world. Cronos provides container-leasing services
through an integrated network of offices through state-of-the-art information
technology.
- 1 -
<PAGE> 2
Safe Harbor Statement
This release discusses certain forward-looking matters that involve risks and
uncertainties that could cause actual results to vary materially from estimates.
Risks and uncertainties include, among other things, changes in international
operations, exchange rate risks, changes in market conditions for the company's
container lease operations and the company's ability to provide innovative and
cost-effective solutions.
-----------------------------
This press release and other information concerning Cronos can be viewed at
Cronos' website at www.cronos.com.
- 2 -
