<PAGE> 1
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. )
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[ ] Definitive Proxy Statement
[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)
-----------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
2) Aggregate number of securities to which transaction applies:
<PAGE> 2
------------------------------------------------------------------------
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which
the filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
5) Total fee paid:
------------------------------------------------------------------------
[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
------------------------------------------------------------------------
2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
3) Filing Party:
------------------------------------------------------------------------
4) Date Filed:
------------------------------------------------------------------------
<PAGE> 3
THE CRONOS GROUP
CRONOS ANNOUNCES THAT ITS BOARD REJECTS INTERPOOL PROPOSAL
BUT INVITES FURTHER TALKS
October 12, 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, October 12, 1999 - The Cronos Group announced
today that its Board of Directors has rejected, as inadequate, the proposal made
by Interpool, Inc. (NYSE:IPX) to acquire the Company for $5.00 per share by
merger with Interpool's 50%-owned subsidiary, Container Applications
International, Inc. In reaching this conclusion, the Board relied, in part, upon
the opinion of its financial advisors, First Union Securities, Inc. ("First
Union").
The Board has retained First Union to assist it in considering strategic
alternatives available to the Company to enhance shareholder value, including a
possible sale of the Company. In his letter to the President of Interpool,
Dennis J. Tietz, CEO of Cronos, advised Interpool that if it wished to pursue a
transaction with Cronos on terms other than those set forth in its September
21st proposal, it should commence talks with Cronos' financial advisors, First
Union. Mr. Tietz' letter to Interpool is set forth below
"The business plan that the Company has adopted is sound and is
working," commented Mr. Tietz. "We are on the road to returning this Company to
profitability. The Board made the right decision in rejecting the Interpool
proposal as inadequate. At the same time, we owe it to our
-1-
<PAGE> 4
shareholders to consider, in addition to remaining independent, strategic
alternatives to enhance shareholder value and to provide liquidity to our
shareholders."
Mr. Tietz cautioned that despite the Board's authorization to pursue all
strategic alternatives, there can be no assurance that any transaction will
result from this process.
The text of Mr. Tietz' letter to Interpool follows:
October 8, 1999
Raoul Witteveen
President
Interpool, Inc.
633 Third Avenue, 17th Floor
New York, New York 10017
Dear Raoul:
By your letter to me of September 21, 1999, you stated that
Interpool, Inc. ("Interpool") was prepared to enter into good faith negotiations
with The Cronos Group (the "Company") to structure an acquisition of the Company
by Container Applications International, Inc., pursuant to which each
shareholder of the Company would receive $5.00 per share in cash.
You stated several conditions to your proposal and indicated that
if you did not receive a "satisfactory" response by 3:00 p.m. New York City
Time, the following day, September 22nd, then Interpool intended to take the
proposal directly to the Company's shareholders.
The Board of Directors of the Company has now evaluated the
proposal set forth in your letter and has unanimously determined that it is
-2-
<PAGE> 5
inadequate, is not in the best interest of the Company or its shareholders, and
should be rejected. In reaching this conclusion, the Board has relied, in part,
upon the opinion of its financial advisors, First Union Securities, Inc. ("First
Union").
The Board has retained First Union to assist it in considering
strategic alternatives available to the Company to enhance shareholder value,
including a possible sale of the Company. Should you wish to pursue such a
transaction with the Company on terms other than those set forth in your
September 21st letter, then I invite you to contact First Union.
Very truly yours,
/s/ Dennis J. Tietz
Chairman of the Board
Chief Executive Officer
cc: Raymond C. Groth,
Managing Director
First Union Securities, Inc.
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), Maurice
Taylor, Charles Tharp, and S. Nicholas Walker); the following nominees for
election as directors at the 1999 annual meeting of shareholders: Peter J.
Younger (Chief Financial Officer of Cronos), and Robert M. Melzer; and Elinor A.
Wexler, Director, Corporate Communications of Cronos. The Board has retained
director-nominee Melzer as an advisor to assist the Board in considering the
strategic alternatives available to Cronos in response to the Interpool
proposal.
-3-
<PAGE> 6
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.
---------------------------------
This press release and other information concerning Cronos can be viewed
at Cronos' website at www.cronos.com.
-4-
