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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
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[X] Definitive Additional Materials
[X] Soliciting Material Pursuant to 240.14a-11(c) or 240.14a-12
THE CRONOS GROUP
(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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THE CRONOS GROUP
CRONOS ANNOUNCES ITS FINANCIAL ADVISOR
BOWLES HOLLOWELL CONNER TO EVALUATE INTERPOOL PROPOSAL
September 29, 1999
Contact: Elinor A. Wexler
Director, Corporate Communications
(415) 677-8990
FOR IMMEDIATE RELEASE
The Cronos Group
(NASDAQ-CRNS)
444 Market Street, 15th Floor
San Francisco, CA 94111
San Francisco, California, September 29, 1999 - The Cronos Group
announced today that its Board of Directors has instructed Bowles Hollowell
Conner ("BHC"), a division of First Union Capital Markets Corp., the Company's
financial advisor, to evaluate the proposal by Interpool, Inc. (NYSE:IPX) to
acquire the Company for $5.00 per share in cash (the "Interpool Proposal"). The
Board has also engaged BHC to explore fully the strategic alternatives available
to the Company in light of the Interpool Proposal. The Company, with the advice
of BHC, will examine alternatives to enhance shareholder value, including
remaining independent and pursuing its current business plan. The Board
emphasized that the Company's current strategy is to remain independent and that
no decision has been made to sell the Company.
Dennis J. Tietz, Chairman of the Board and Chief Executive Officer of
Cronos, stated, "Interpool demanded a response to its proposal within
twenty-four hours, clearly an unreasonable demand. The Board will respond in due
course to the Interpool Proposal, after reviewing the Company's current business
plan and the recommendations of its advisors, including our financial advisor,
Bowles Hollowell Conner. We and our advisors will continue the effort to serve
the best interests of our shareholders, third-party container owners, employees,
and other
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constituencies, as appropriate, and will explore various alternatives,
in addition to our current strategy of remaining an independent container
leasing company."
The Company cautioned that despite its Board's authorization, there can
be no assurance that any transaction will result from this process.
To enable the Board to make a deliberate decision on the Interpool
Proposal and any recommendations made by BHC, the Board has postponed the annual
meeting of shareholders, currently scheduled for October 26, 1999, to a later
date to be announced.
CERTAIN INFORMATION CONCERNING PARTICIPANTS
The Cronos Group ("Cronos") and the following persons named below may be
deemed to be "participants" in the solicitation of proxies from the shareholders
of Cronos in connection with the 1999 annual meeting of shareholders and any
adjournment or continuation thereof: the current directors of Cronos (Dennis J.
Tietz (Chairman of the Board and Chief Executive Officer of Cronos), Ernst-Otto
Nedelmann, Maurice Taylor, and Charles Tharp); the following nominees for
election as directors at the 1999 annual meeting of shareholders: Peter J.
Younger (Chief Financial Officer of Cronos), Robert M. Melzer, and S. Nicholas
Walker; and Elinor A. Wexler, Director, Corporate Communications of Cronos. The
Board has retained director-nominees Melzer and Walker as advisors to assist the
Board in considering the strategic alternatives available to Cronos in response
to the Interpool Proposal.
Dennis J. Tietz is the Chairman of the Board and Chief Executive Officer
of Cronos and holds options to acquire 321,600 shares of Common Stock of Cronos;
Peter J. Younger is the Chief Financial Officer of Cronos and holds options to
acquire 10,800 shares of Common Stock of Cronos; Robert M. Melzer owns 10,000
shares of Common Stock of Cronos; and Elinor A. Wexler is Director, Corporate
Communications of Cronos and holds options to acquire 5,400 shares of Common
Stock of Cronos.
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This press release and other information concerning Cronos can be viewed
at Cronos' website at www.cronos.com.
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