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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(D) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 28, 1999 0-24464
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Date of Report (Date of Earliest Event Reported) (Commission File Number)
THE CRONOS GROUP
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(Exact name of registrant as specified in its charter)
Luxembourg Not Applicable
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(State of incorporation or organization) (IRS Employer Identification No.)
16, Allee Marconi, Boite Postale 260, L-2120, Luxembourg
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(Address of principal executive offices) (Zip Code)
352 453145
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(Registrant's Telephone Number, Including Area Code)
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ITEM 5. OTHER EVENTS.
On October 29, 1999, the Registrant issued the press release annexed
hereto as an exhibit and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(c) Exhibits.
4.3 Rights Agreement, dated as of October 28, 1999, between The
Cronos Group and BankBoston, N.A., as Rights Agent, incorporated
by reference to Exhibit 4.1 to The Cronos Group's Registration
Statement on Form 8-A filed with the Securities and Exchange
Commission on October 29, 1999.
99 Press Release, dated October 29, 1999, issued by The Cronos
Group.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, The
Cronos Group has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
THE CRONOS GROUP
By: /s/ Dennis J. Tietz
____________________________________
Dennis J. Tietz
Chief Executive Officer
Date: November 3, 1999
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EXHIBIT 99
FOR: THE CRONOS GROUP
CONTACT: ELINOR A. WEXLER
Vice President,
CORPORATE
FOR IMMEDIATE RELEASE COMMUNICATIONS
(415) 677-8990
THE CRONOS GROUP ADOPTS SHAREHOLDER RIGHTS PLAN
SAN FRANCISCO, CA -- October 29, 1999 -- The Cronos Group (Nasdaq: CRNS)
announced today that its Board of Directors has approved the adoption of a
Shareholder Rights Plan. One common stock purchase Right will be distributed as
a dividend on each outstanding share of Cronos Common Stock. The dividend
distribution is being made to shareholders of record as of the close of business
on October 25, 1999.
Commenting on the announcement, Dennis J. Tietz, Chairman of the Board
and Chief Exceutive Officer, stated "The Rights Plan is not intended to prevent
takeover bids for the Company or to deter fair offers for the Company's shares.
The Rights Plan will provide the Board of Directors and the shareholders with
more time to fully consider any unsolicited take-over bid for the Company
without undue pressure, it will allow the Board of Directors to pursue other
alternatives to maximize shareholder value, and it will allow additional time
for competing bids to emerge." Mr. Tietz continued, "consistent with the
practice of many public companies, the Board of Directors believes that the
Rights Plan is an appropriate measure to protect the interests of our
shareholders. The Rights Plan is designed to guard against attempts to take over
the Company for a price that does not reflect the Company's full value, or are
conducted in a manner, or on terms, that are not in the best interests of the
Company and our shareholders."
Under the plan, the Rights will be exercisable only if triggered by a
person or group's acquisition of 20% or more of the Company's Common Stock. If
triggered, each Right, other than Rights held by the acquiring person or group,
would entitle its holder to purchase a specified number of the Company's common
shares for 50% of their market value at that time. Unless a 20% acquisition has
occurred, the Rights may be redeemed by the Company at any time prior to the
termination date of the plan.
This Right to purchase Common Stock at a discount will not be triggered
by a person's or group's acquisition of 20% or more of the Common Stock pursuant
to a tender or exchange offer which is for all outstanding shares at a price and
on terms that Cronos' Board of Directors determines (prior to acquisition) to be
adequate and in the best interest of the Company and its shareholders.
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Initially, the Rights will be attached to and trade with all
certificates representing shares of Common Stock. Only upon a triggering of the
Rights will separate certificates representing the Rights be distributed.
The Rights will expire on October 28, 2009. The Rights distribution is
not taxable to shareholders. Details of the Rights distribution will be mailed
to all shareholders.
Cronos is one of the world's leading lessors of intermodal containers,
owning and managing a fleet of over 350,000 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.
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, Vice President, Corporate Communications of Cronos. The Board has
retained director-nominee Melzer as an advisor to assist the Board in
considering the strategic alternatives currently available to Cronos.
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 and 200,000 stock appreciation
rights of Cronos; Robert M. Melzer owns 10,000 shares of Common Stock of Cronos;
and Elinor A. Wexler is Vice President, 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.
