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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
UNDER THE SECURITIES EXCHANGE ACT OF 1934
The Cronos Group
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Shares, par value $2.00 per share
- -------------------------------------------------------------------------------
(Title of Class of Securities)
L20708-10-0
-------------------------------
(CUSIP Number)
June 21, 1999
- -------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[ ] Rule 13d-1(c)
[ ] Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on 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 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION
CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM
DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER.
SEC 1745 (3-98)
Page 1 of 7 pages
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CUSIP No. L20708-10-0
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
Paul W. Blavin
I.R.S. Identification Nos. of above persons (entities only).
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization United States
Number of
Shares 5. Sole Voting Power 1,579,136
Beneficially -----------------------------------------------------------
Owned by Each
Reporting 6. Shared Voting Power
Person With: -----------------------------------------------------------
7. Sole Dispositive Power 1,579,136
-----------------------------------------------------------
8. Shared Dispositive Power
-----------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,579,136
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 17.8%
12. Type of Reporting Person (See Instructions) IN
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Page 2 of 7 pages
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<TABLE>
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CUSIP No. L20708-10-0
- -------------------------------------------------------------------------------
1. Names of Reporting Persons.
Blavin & Company, Inc.
I.R.S. Identification Nos. of above persons (entities only).
Tax ID: 061433471
2. Check the Appropriate Box if a Member of a Group (See
Instructions)
(a) [ ]
(b) [ ]
3. SEC Use Only
4. Citizenship or Place of Organization Delaware corporation
Number of
Shares 5. Sole Voting Power 1,579,136
Beneficially -----------------------------------------------------------
Owned by Each
Reporting 6. Shared Voting Power
Person With: -----------------------------------------------------------
7. Sole Dispositive Power 1,579,136
-----------------------------------------------------------
8. Shared Dispositive Power
-----------------------------------------------------------
9. Aggregate Amount Beneficially Owned by Each Reporting Person
1,579,136
10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions)
11. Percent of Class Represented by Amount in Row (11) 17.8%
12. Type of Reporting Person (See Instructions) CO
</TABLE>
Page 3 of 7 pages
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SCHEDULE 13G
This Schedule 13G (the "Schedule 13G") is being filed on behalf of
Blavin & Company, Inc., a Delaware corporation ("BCI"), and Mr. Paul W. Blavin,
the principal of BCI, relating to shares of common stock 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 now desire and are eligible to
report beneficial ownership of the shares of the Issuer on Schedule 13G and do
so now by filing this Schedule 13G.
This Schedule 13G relates to shares of Common Stock 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.
ITEM 1.
(a) Name of Issuer:
The Cronos Group
(b) Address of Issuer's Principal Executive Offices:
16, Allee Marconi
Boite Postale 260,
L-2120 LUXEMBOURG
ITEM 2.
(a) Name of Person Filing:
Blavin & Company, Inc. and Paul W. Blavin, as principal for
Blavin & Company, Inc.
(b) Address of Principal Business Office or, if none, Residence:
The principal business address for both Blavin & Company, Inc.
and Paul W. Blavin is 29621 Northwestern Highway, Southfield,
Michigan 48034
(c) Citizenship:
Blavin & Company, Inc. is a Delaware corporation. Mr. Blavin is a
citizen of the United States.
(d) Title of Class of Securities:
Common Shares, par value $2.00 per share
(e) CUSIP Number:
L20708-10-0
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13-1d(b) OR
240.13-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A:
(a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C.
78o).
(b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).
(c) [ ] Insurance company as defined in section 3(a)(19) of the Act
(15 U.S.C. 78c)
(d) [ ] Investment company registered under section 8 of the Investment
Company Act of 1940 (15 U.S.C. 80a-8)
(e) [X] An investment adviser in accordance with section 240.13d-1(b)(1)
(ii)(E).
Page 4 of 7 pages
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(f) [ ] An employee benefit plan or endowment fund in accordance with
section 240.13d-1(b)(ii)(F).
(g) [ ] A parent holding company or control person in accordance with
section 240.13d-1(b)(1)(ii)(G).
(h) [ ] A savings associations as defined in Section 3(b) of the Federal
Deposit Insurance Act (12 U.S.C. 1813.).
(i) [ ] A church plan that is excluded from the definition of an
investment company under section 3(c)(14) of the Investment
Company Act of 1940 (15 U.S.C. 80a-3).
(j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J).
If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ]
ITEM 4. OWNERSHIP.
(a) Amount beneficially owned: 1,579,136
(b) Percent of class: 17.8%
(c) Number of shares as to which the person has:
(i) Sole power to vote or to direct the vote: 1,579,136
(ii) Shared power to vote or to direct the vote: None
(iii) Sole power to dispose or to direct the disposition of:
1,579,136
(iv) Shared power to dispose or to direct the disposition of:
None
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS
Not Applicable
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
All securities reported in this schedule are owned by PWB Value Partners,
L.P. and advisory clients of Blavin & Company, Inc. PWB Value Partners, L.P.
has the right to receive or the power to direct the receipt of dividends from,
or the proceeds from the sale of, shares in excess of 5% of the common stock of
the Issuer. To the knowledge of Blavin & Company, Inc., no other advisory
client of Blavin & Company, Inc. owns more than 5% of the common stock.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE
SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY
Not Applicable
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP
Not Applicable
Page 5 of 7 pages
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP
Not Applicable
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and belief,
the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of or with the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having that purpose
or effect.
EXHIBITS EXHIBIT 1
Joint Filing Agreement dated July 2, 1999 between Paul W.
Blavin and Blavin & Company, Inc.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 2, 1999
Blavin & Company, Inc.
By: /s/ Paul W. Blavin
----------------------------------
Paul W. Blavin, President
/s/ Paul W. Blavin
----------------------------------------
Paul W. Blavin
Page 6 of 7 pages
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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 13G (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 13G 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
July 2, 1999.
/s/ Paul W. Blavin
----------------------------------------------
Paul W. Blavin
BLAVIN & COMPANY, INC.
By: /s/ Paul W. Blavin
------------------------------------------
Name: Paul W. Blavin
Title: President
Page 7 of 7 pages
