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UNITED STATES OMB APPROVAL
SECURITIES AND EXCHANGE COMMISSION OMB Number: 3235-0058
WASHINGTON, D.C. 20549 Expires: May 31, 1997
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FORM 12b-25
SEC FILE NUMBER
0-24464
NOTIFICATION OF LATE FILING -------------------------
CUSIP NUMBER
L20708 10 0
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Check One: [X] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q
[ ] Form N-SAR
For Period Ended: December 31, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:
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Read Instruction (on back page) Before Preparing Form. Please Print or Type.
NOTHING IN THIS FORM SHALL BE CONSTRUED TO IMPLY THAT THE COMMISSION HAS
VERIFIED ANY INFORMATION CONTAINED HEREIN.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
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Full Name of Registrant
The Cronos Group
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Former Name if Applicable
Not Applicable
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Address of Principal Executive Officer (Street and Number)
Orchard Lee Winkfield Lane Winkfield Windsor Berkshire SLA 4RU England
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City, State and Zip Code
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PART II - RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort and the
registrant seeks relief pursuant to Rule 12b-25(b), the following should be
completed. (Check box if appropriate).
[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or
expense;
(b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-
[X] SAR, or portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the subject
quarterly report or transition report on Form 10-Q, or portion
thereof, will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
N-SAR, or the transition report or portion thereof, could not be filed within
the prescribed time period.
The Company's Form 10-K could not be filed within the prescribed time
period because management's time and attention during the past several months
has been principally devoted to (1) ongoing discussions with the Company's
lenders regarding the refinancing of approximately $55.6 million of
indebtedness, portions of which became due on January 8, 1999, January 31, 1999
and March 31, 1999 and (2) issues relating to the foregoing that have delayed
the completion of the audit of the Company's financial statements for the year
ended December 31, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification.
<TABLE>
<S> <C> <C>
Mr. Dennis J. Tietz 415 677-8996
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If answer is no,
identify report(s).
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[X] Yes [ ] No
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(8) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof?
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
[X] Yes [ ] No
The Company expects to report a larger operating loss for the fiscal year
ended December 31, 1998 as compared with the previous fiscal year due to
factors such as lower utilization of the Company's containers reflecting the
deteriorating economic conditions in Asian, South American and other markets
and continued decline in the Company's average per diem rates reflecting the
rationalization in the global shipping industry and the resultant lowering of
freights rates. However, due to lower indirect expenses and impairment charges
in fiscal year 1998, the Company does not expect that the Company's net loss
for fiscal year 1998 will exceed the net loss of $23.0 million for the previous
fiscal year. The precise amounts cannot be determined until the audit is
completed.
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SIGNATURE
(Name of Registrant as specified in charter)
THE CRONOS GROUP
The Registrant has caused this notification to be signed on its behalf by the
undersigned thereunto duly authorized.
Date: March 31, 1999 By: /s/ Dennis J. Tietz
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Name: Dennis J. Tietz
Title: Chief Executive Officer
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