SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13D-101)
Under the Securities Exchange Act of 1934
THE CRONOS GROUP
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(Name of Issuer)
Common Shares, par value $2.00 per share
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(Title of Class of Securities)
L20708-10-0
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(CUSIP NUMBER)
BLAVIN & COMPANY, INC.
29621 Northwestern Highway
Southfield, Michigan 48034
Tel. No.: (248) 213-0457
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
- with copies to -
Eliot D. Raffkind, P.C.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
1700 Pacific Avenue, Suite 4100
Dallas, Texas 75201-4618
(214) 969-2800
September 24, 1999
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(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check
the following box [X]
The information required in the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended ("Act"), or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act.
<PAGE>
CUSIP No. L20708-10-0 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Blavin & Company, Inc., Tax ID: 061433471
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER 7 SOLE VOTING POWER 1,529,136
OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 1,529,136
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,529,136
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
CUSIP No. L 20708-10-0 13D
1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
Paul W. Blavin
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
3 SEC USE ONLY
4 SOURCE OF FUNDS*
AF, WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER 7 SOLE VOTING POWER 1,529,136
OF
SHARES 8 SHARED VOTING POWER 0
BENEFICIALLY
OWNED BY 9 SOLE DISPOSITIVE POWER 1,529,136
EACH
REPORTING 10 SHARED DISPOSITIVE POWER 0
PERSON WITH
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,529,136
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* / /
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.7%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT
<PAGE>
SCHEDULE 13D
This Schedule 13D (the "Schedule 13D") is being filed on behalf
of Blavin & Company, Inc., a Delaware corporation ("BCI"), and Mr. Paul W.
Blavin, the principal of BCI, relating to Common Shares of The Cronos Group
(the "Issuer"). BCI and Mr. Blavin previously reported beneficial
ownership of shares of the Issuer on a Schedule 13D, the last amendment to
such Schedule 13D being filed in July 1997. BCI and Mr. Blavin
subsequently reported beneficial ownership of the shares of the Issuer on a
Schedule 13G filed July 2, 1999. BCI and Mr. Blavin may engage in
discussions that may require the filing of a Schedule 13D and are thus
filing this Schedule 13D.
This Schedule 13D relates to Common Shares of the Issuer
purchased by BCI for the account of (i) PWB Value Partners, L.P. ("PWB"),
of which BCI is the general partner, and (ii) four institutional clients
for which BCI acts as investment advisor (collectively, the "Clients").
ITEM 1. Security and Issuer
Securities acquired: Common Shares, par value $2.00 per share
Issuer: The Cronos Group
16, Allee Marconi
Boite Postale 260
L-2120 LUXEMBOURG
ITEM 2. IDENTITY AND BACKGROUND
Blavin & Company, Inc., a Delaware corporation, provides
investment management services to private individuals and institutions and
is located at 29621 Northwestern Highway, Southfield, MI 48034. Mr.
Blavin is the principal of BCI. The principal occupation of Mr. Blavin is
investment management, and he is a United States citizen. His business
address is 29621 Northwestern Highway, Southfield, MI 48034. Neither BCI
nor Mr. Blavin has been convicted in a criminal proceeding during the last
five years. Neither BCI nor Mr. Blavin is and during the past five years
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction and, as a result thereof, subject to any judgment,
decree or final order enjoining future violations of, or prohibiting or
mandating activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS
The source of the funds used in making purchases of Common Shares
is the working capital of each of PWB and the Clients, as the case may be.
ITEM 4. PURPOSE OF THE TRANSACTION
BCI and Mr. Blavin acquired Common Shares for portfolio
investment purposes and do not have any present plans or proposals that
relate to or would result in any change in the business, policies,
management, structure or capitalization of the Issuer, but BCI and Mr.
Blavin reserve the right to consider or make such plans and/or proposals in
the future. BCI and Mr. Blavin reserve the right to acquire, or dispose
of, additional securities of the Issuer, in the ordinary course of
business, to the extent deemed advisable in light of BCI's general
investment and trading policies, market conditions or other factors. BCI
may contact the Issuer, other shareholders and/or third parties and engage
in discussions with such persons and entities regarding potential
strategies to increase shareholder value. Other than as described above,
neither BCI nor Mr. Blavin has present plans or proposals which would
result in any of the following:
1) any extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
2) any sale or transfer of a material amount of assets of the
issuer or any of its subsidiaries;
3) any change in the present board of directors or managers of the
issuer;
4) any material change in the present capitalization or dividend
policy of the issuer;
5) any other material change in the issuer's business or corporate
structure;
6) any change in the issuer's charter, by-laws or instruments
corresponding thereto or other actions which may impede the acquisition of
control of the issuer by any person;
7) causing a class of securities of the issuer to be delisted from a
national securities exchange or to cease to be authorized to be quoted in
an interdealer quotation system of a registered national securities
association;
8) causing a class of securities of the issuer to become eligible
for termination of registration pursuant to Section 12(g)(4) of the Act; or
9) any action similar to any of those enumerated above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) As of September 24, 1999, BCI and Mr. Blavin are beneficial owners of
1,529,136 Common Shares of the Issuer or 16.7% of the shares outstanding.
The 1,529,136 shares described above are beneficially owned by BCI and Mr.
Blavin for the account of PWB and each of the Clients, as the case may be.
The number of shares beneficially owned by BCI and Mr. Blavin and
the percentage of outstanding shares represented thereby have been computed
in accordance with Rule 13d-3 under the Act. The percentage of beneficial
ownership of BCI and Mr. Blavin on September 24, 1999 is based on 9,158,378
outstanding Common Shares as of August 2, 1999 as reported in the Issuer's
Form 10-Q filed with the Commission on August 12, 1999.
(b) BCI and Mr. Blavin for the account of each of PWB and the Clients have
the power to vote and dispose of the Common Shares held by each such
entity.
(c) BCI has not engaged in transactions in the Issuer's securities during
the last sixty days.
(d) Not Applicable.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
Not Applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
EXHIBIT 1
Joint Filing Agreement dated September 24, 1999 between Paul W.
Blavin and Blavin & Company, Inc.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this statement
is true, complete and correct.
Dated: September 24, 1999
Blavin & Company, Inc.
By: /S/PAUL W. BLAVIN
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PAUL W. BLAVIN, President
/S/PAUL W. BLAVIN
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PAUL W. BLAVIN
EXHIBIT 1
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act
of 1934, as amended, the undersigned agree to the joint filing on behalf of
each of them of a Statement on Schedule 13D (including any and all
amendments thereto) with respect to the Common Shares, par value $2.00 per
share, of The Cronos Group, a limited liability company (SOCIETE ANONYME)
incorporated in Luxembourg, and further agree that this Joint Filing
Agreement shall be included as an Exhibit to such joint filings.
The undersigned further agree that each party hereto is responsible
for timely filing of such Statement on Schedule 13D and any amendments
thereto, and for the accuracy and completeness of the information
concerning such party contained therein; provided, however, that no party
is responsible for the accuracy or completeness of the information
concerning any other party, unless such party knows or has reason to
believe that such information is inaccurate.
This Joint Filing Agreement may be signed in counterparts with the
same effect as if the signature on each counterpart were upon the same
instrument.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
September 24, 1999.
/S/PAUL W. BLAVIN
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PAUL W. BLAVIN
Blavin & Company, Inc.
By: /S/PAUL W. BLAVIN
---------------------------
Name: PAUL W. BLAVIN
Title: President
