CRONOS GROUP
8-K, 1999-04-01
EQUIPMENT RENTAL & LEASING, NEC
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                       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

        Date of Report (date of Earliest Event Reported) - March 30, 1999


                                -----------------


                                THE CRONOS GROUP
             (Exact name of registrant as specified in its charter)


            LUXEMBOURG                                        0-24464

  (State or other jurisdiction of                    (Commission File Number)
         Incorporation)

           16, Allee Marconi, Boite Postale 260, 
           L-2120 Luxembourg 
           (Address of principal executive offices)


                                   352-453145
              (Registrant's telephone number, including area code)

                                -----------------

                                 NOT APPLICABLE
             (Former name or address, if changed since last report)

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ITEM 5. Other Events

       On March 30, 1999, The Cronos Group issued the press release
which is filed herewith as Exhibit 1.



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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, thereunto duly authorized.


                                THE CRONOS GROUP
                                   Registrant


                                            By /s/ Dennis J. Tietz
                                               ---------------------------------
                                               Dennis J. Tietz
                                               Chief Executive Officer


Date:  March 31, 1999



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                                  Exhibit Index

1.      Press Release dated March 30, 1999


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<PAGE>   1
Exhibit 1


TUESDAY, MARCH 30, 1999

COMPANY PRESS RELEASE



THE CRONOS GROUP ANNOUNCES BOARD CHANGES


NEW YORK - March 30, 1999 - The Cronos Group (Nasdaq: CRNS) today announced that
Dennis J. Tietz, who was appointed CEO of the company last December, has been
named as Chairman of the Board. Mr. Tietz replaces Rudolf J. Weissenberger, who
resigned as Chairman and as a non-executive director, effective immediately. In
addition, the Board also accepted the resignation of Dr. Axel Friedberg, a
non-executive director of the company.

The Board appointed Charles Tharp as a non-executive director to fill the Board
seat vacated by Dr. Friedberg. Mr. Tharp, based in Washington D.C., is a
consultant to pension funds and foundations on international investment policy,
fiduciary issues, and financial management. Mr. Tietz explained, "We are making
these changes to speed accomplishment of the company's objectives and to
reaffirm our goal of improving shareholder value and confidence in Cronos. We
are certain our shareholders will view these changes with significant approval."

Cronos is one of the world's leading lessors of intermodal marine containers,
owning and managing a fleet of over 360,000 TEU (twenty-foot equivalent units).
The diversified Cronos fleet, comprised 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.


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.


Contact:
The Cronos Group
Investor Relations
[email protected]
www.cronos.com


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