<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Mark One)
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 1998
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from: ______________ to _______________
Commission file number: 0-24464
THE CRONOS GROUP
(Exact name of Registrant as specified in its charter)
LUXEMBOURG NOT APPLICABLE
(State or other Jurisdiction of (I.R.S Employer
incorporation or organization) Identification No.)
16,ALLEE MARCONI, BOITE POSTALE 260, L-2120 LUXEMBOURG
(Address of principal executive offices)(zip code)
Registrant's telephone number, including area codes:
(352) 453145
-------------------------
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT.
Title of each class Name of each exchange
on which registered
None Not applicable
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT.
Common Shares, $2 par value per share
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to be
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in PART III of this Form 10-K or any amendment to this
Form 10-K. Yes [ ] No [X]
The aggregate market value of voting stock of the Registrant held by
non-affiliates as of March 26, 1999 (Common Shares) was approximately $
33,283,497.
The number of Common Shares outstanding as of March 29, 1999:
CLASS NUMBER OF SHARES OUTSTANDING
----- ----------------------------
Common 8,858,378
<PAGE> 2
This filing on Form 10-K/A No. 1 amends the Annual Report on Form 10-K for
the fiscal year ended December 31, 1998, of The Cronos Group and where
appropriate includes its subsidiaries and predecessors (the "Company"). The
undersigned Registrant hereby amends the following items, financial statements,
exhibits or other portions of its report on Form 10-K for the fiscal year ended
December 31, 1998 (the "Form 10-K", as set forth below:
The following items are hereby amended and restated to read in their entirety as
they appear in this amendment.
PART III
<TABLE>
<S> <C>
Item 10 -- Directors and Officers of Registrant.....................................2
Item 11 -- Executive Compensation...................................................5
Item 12 -- Security Ownership of Certain Beneficial Owners and Management..........10
Item 13 -- Certain Relationships and Related Transactions..........................12
</TABLE>
The Cronos Group 1
<PAGE> 3
ITEM 10 -- DIRECTORS AND OFFICERS OF REGISTRANT
The Board of Directors, in general, delegates the daily management of the
Company's business to the Company's executive officers. The following table sets
forth information with respect to the executive officers and directors of the
Company.
<TABLE>
<CAPTION>
Year Initially Elected
Name Age or Appointed Position
- ---- --- ---------------------- --------
<S> <C> <C> <C>
Officers and Directors:
Mr. Dennis J. Tietz 46 1998 Chairman of the Board of Directors
and Chief Executive Officer
Mr. Peter J. Younger 42 1997 Chief Financial Officer
Mr. Ernst-Otto Nedelmann 62 1997 Non-Executive Director
Mr. Charles Tharp 48 1999 Non-Executive Director
Mr. Maurice Taylor 38 1998 Non-Executive Director
Former Officers and Directors:
Mr. Rudolf J. Weissenberger 64 1998 Former Chairman of the Board of Directors and
former Chief Executive Officer
Mr. Stefan M. Palatin 45 1990 Former Chairman of the Board of Directors and
former Chief Executive Officer
Mr. Eivind A. Eriksen(1) 48 1995 Former Chief Operating Officer and Director
Mr. Stephen J. Brocato 46 1997 Former President of Leasing Division
Mr. Axel Friedberg 55 1997 Former Non-Executive Director
</TABLE>
- ----------
DENNIS J. TIETZ. Mr. Tietz was elected Chief Executive Officer of The
Cronos Group in December 1998. Mr. Tietz was elected Chairman of the Board of
Directors in March 1999 and will serve his initial term of office until the
annual general meeting in 2001. Since 1986, Mr. Tietz has been responsible for
the organization and marketing and after-market support of investment programs
managed by Cronos Capital Corp. ("CCC"), a subsidiary of the Company. Mr.
Tietz was a regional manager for CCC, responsible for various container leasing
activities in the U.S. and Europe from 1981 to 1986. Prior to joining CCC in
December 1981, Mr. Tietz was employed by Trans Ocean Leasing Corporation as
Regional Manager based in Houston, with responsibility for all leasing and
operational activities in the U.S. Gulf. Mr. Tietz holds a B.S. degree in
Business Administration from San Jose State University and is a Registered
Securities Principal with the National Association of Securities Dealers
("NASD").
PETER J. YOUNGER. Mr. Younger was elected Chief Financial Officer of The
Cronos Group in March 1997, and is based in the United Kingdom. Mr. Younger was
appointed Vice President and Controller of Cronos in 1991. He joined IEA in 1987
and served as Director of Accounting and Vice President and Controller, based in
San Francisco. Prior to 1987, Mr. Younger was a certified public accountant and
a principal with the accounting firm of Johnson, Glaze and Co. in Salem, Oregon.
Mr. Younger holds a B.S. degree in Business Administration from Western Baptist
The Cronos Group 2
<PAGE> 4
ERNST-OTTO NEDELMANN. Mr. Nedelmann was appointed to the Board of Directors
of The Cronos Group as a non-executive director on June 27, 1997 and will serve
an initial term of two years. Mr. Nedelmann owns and manages "E.O.N." GmbH, an
investment management company that manages private and institutional money for
local and international clients. He was General Manager for Securities at Joh.
Berenberg, Gossler & Co., a private investment bank in Hamburg. Previously, he
was with Trinkaus & Burkhardt in Dusseldorf for 21 years. Mr. Nedelmann also
holds the following positions outside of The Cronos Group: Member of the
Supervisory Board of Nekura Lebensversicherung AG, Germany; Member of the
Management Board of Dr. Meyer Struckmaan, Germany and a Member of the Board of
Directors of The London Steam Ship Owners' Mutual Insurance Assoc., Bermuda.
CHARLES THARP. Mr. Tharp was appointed to the Board of Directors of The
Cronos Group as a non-executive director on March 30, 1999 and will serve an
initial term of office until the annual general meeting in 2000. He is based in
Washington D.C. and has for the last five years acted as a consultant to pension
funds and foundations on international investment policy, fiduciary issues and
financial management. Mr. Tharp also holds a position on the Board of Directors
of The Info/Change Foundation, Washington D.C. Previously, Mr. Tharp was an
investment manager for pension funds and endowments. He served as Executive
Director and Chief Executive Officer of the Pension Benefit Guaranty
Corporation, a federal agency, during the Reagan administration.
MAURICE TAYLOR. Mr. Taylor was appointed to the Board of Directors of The
Cronos Group as a non-executive director on July 9, 1998 and will serve an
initial term of office until the annual general meeting in 2000. Since May 1993,
he has been an independent consultant in the petroleum trading industry in
Geneva. From December 1991 until May 1993 he was a Senior Assistant Vice
President with Banque Bruxelles Lambert (Suisse) S.A., in Geneva and from April
1985 until December 1991 he was an Assistant Vice President with Banque Paribas
(Suisse) S.A. in Geneva. Mr. Taylor holds the following positions outside of The
Cronos Group: Managing Partner of FST S.a.r.l., Switzerland; Council Member of
SNORAS Bank; Switzerland and a member of the Board of Directors of the following
Swiss organizations, Savas Oil Management S.A.; Woodison S.A.; Unicord S.A.;
Ural Process Engineering Corp. S.A.; Brukvood S.A.; Avirex S.A.; Atfin S.A.;
Starexim S.A.; IFS S.A.; Killiney Investments S.A.; Rico Capital Group RCG S.A.
and Agro-Tail-Wind S.A.
RUDOLPH J. WEISSENBERGER. Mr. Weissenberger was appointed to the Board of
Directors of The Cronos Group as a non-executive director in February 1997. In
May 1998 he was appointed Acting Chairman and Chief Executive, his appointment
was confirmed by the Board on June 8, 1998. Mr. Weissenberger resigned his
position as Chief Executive Officer on December 11, 1998, and his position as
Chairman of the Board of Directors on March 30, 1999. Mr. Weissenberger spent
the first fifteen years of his business career in the electronic data processing
world, holding various management positions in companies such as IBM, GTE and
Nixdorf in Germany and Switzerland. Mr. Weissenberger was an original partner
that established Leasing Partners International in 1983. He sold his interest in
1991 and continued as a marketing and strategy consultant and management trainer
in Switzerland and Germany. Mr. Weissenberger is a majority shareholder in
Admico S.A., Switzerland.
STEFAN M. PALATIN. Mr. Palatin was Chairman and Chief Executive Officer of
The Cronos Group until he resigned from these and other positions within the
Group in July 1998. Mr. Palatin was an original partner that established Leasing
Partners International in 1983. From 1980 to 1991 Mr. Palatin was an executive
director of the Contrin Group ("Contrin") which has provided financing to the
container leasing industry as well as other business ventures and has sponsored
limited partnerships in Austria. See Note 17 to the 1998 Consolidated Financial
Statements for involvement in certain legal proceedings.
The Cronos Group 3
<PAGE> 5
STEPHEN J. BROCATO. Mr. Brocato was elected President of the Leasing
Company's container division in June 1997, and is based in the United Kingdom.
Mr. Brocato has held various positions since joining Cronos including, Vice
President - Corporate Affairs and Director of Marketing - Refrigerated
Containers for Cronos in North and South America. Prior to joining Cronos, Mr.
Brocato was a Vice President for ICCU Containers from 1983 to 1985 and was
responsible for dry cargo container marketing and operations for the Americas.
From 1981 to 1983, he was Regional Manager for Trans Ocean Leasing Ltd. On March
31, 1999, Mr. Brocato resigned from his position as President of the Leasing
Company's container division and has left the Company to pursue other interests.
AXEL FRIEDBERG. Mr. Friedberg was appointed to the Board of Directors of
The Cronos Group as a non-executive director in early 1997. Mr. Friedberg
resigned from this position on March 31, 1999. From 1991 to 1994 Mr. Friedberg
was Managing Director of Euroadvocaten EEIG, where he remains a member. In 1973
he registered as a lawyer with the Austrian Bar Association and represented a
number of companies from 1974 to 1991. Mr. Friedberg is a Member of the
Supervisory Board of Basler Versicherungs AG, Germany. See Note 17 to the 1998
Consolidated Financial Statements for involvement in certain legal proceedings.
There are no arrangements or understandings with respect to the selection
of directors or officers.
(1) Mr. Eriksen resigned from his positions in The Cronos Group on December 31,
1998, and left the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16 (a) of the Securities Exchange Act of 1934 requires Directors,
executive officers and 10% shareholders of the company to file reports of
changes in beneficial ownership with the Company, the Securities and Exchange
Commission and any exchange upon which the Company's common stock is traded.
Based solely on written representations from the Company's Directors and
executive officers and a review of the copies of beneficial ownership reports
furnished to the Company, the Company believes that all of the Directors,
executive officers and 10% shareholders of the Company complied with such
reporting requirements during the last fiscal year, except Messrs.
Weissenberger, Nedelmann and Palatin who each filed a late initial statement on
Form 3 and Mr. Tietz who filed a late Form 4 reporting the grant of a stock
option.
The Cronos Group 4
<PAGE> 6
ITEM 11 -- EXECUTIVE COMPENSATION
COMPENSATION SUMMARY
The following table sets forth information concerning the cash and non-cash
compensation (stated in U.S. dollars), paid by the Company to its Chief
Executive Officers and to each of its executive officers for the three fiscal
years ended December 31, 1998.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation Awards
- ------------------------------------------------------------------- ---------------------------
(a) (b) (c) (d) (e) (g) (i)
Securities
Other Underlying All
Annual Options/ other
Name and Principal Year Salary Bonus Compensation SARs Compensation(1)
Position ($) ($) ($) (#) ($)
- ------------------ ---- ------ ----- ------------ ---------- ---------------
<S> <C> <C> <C> <C> <C> <C>
Officers:
Dennis J. Tietz 1998 237,824 71,435 27,790 300,000 5,000
Chief Executive Officer 1997 232,250 59,774 7,220 - 5,000
1996 246,324 79,873 9,308 - 5,000
Peter J. Younger 1998 205,352 61,443 10,614 - -
Chief Financial Officer 1997 177,963 43,290 9,688 - -
1996 124,233 105,693 8,919 - -
Former Officers:
Rudolf J. Weissenberger 1998 330,821 - 9,805 - -
Former Chief 1997 - - - - -
Executive Officer 1996 - - - - -
Stefan M. Palatin 1998 237,500 74,944 10,585 - -
Former Chief 1997 353,075 90,866 19,694 - -
Executive Officer 1996 342,786 300,709 18,687 - -
Eivind A. Eriksen 1998 290,818 87,038 18,003 - -
Former Chief 1997 278,443 67,291 18,141 - -
Operating Officer 1996 223,881 124,921 16,895 - -
Stephen J. Brocato 1998 265,168 73,644 12,067 - -
Former President of 1997 184,414 44,854 15,288 - -
Leasing Company's 1996 119,975 103,433 14,319 - -
container division
</TABLE>
- ----------
(1) Column (i) represents retirement plan contributions made by Cronos on behalf
of the named officer.
The Cronos Group 5
<PAGE> 7
OPTION GRANT TABLE
The following Option Grant Table includes columns designated "Potential
Realizable Value". The calculation of these columns are based on hypothetical 5%
and 10% growth assumptions proposed by the Securities and Exchange Commission
(the "Commission"). There is no way to anticipate what the actual growth rate of
the Company's Common Stock will be.
OPTION/SAR GRANTS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
Potential
Realizable Value
and Assessed
Annual Rates of
Individual Grants Stock Price
Appreciation for
Option Term
- ------------------------------------------------------------------------------- ----------------
(a) (b) (c) (d) (e) (f) (g)
% of Total
Number of Options/SARs
Securities Granted to
Underlying Employees Exercise or
Options/SARs in Fiscal Base Price Expiration
Name Granted(#) Year ($/Share) date 5%($) 10%($)
- ---- ------------ ------------ ----------- ---------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
Dennis J. Tietz 300,000 100% $4.375 Dec. 2008 $131,250 $262,500
Peter J. Younger - - - - - -
Rudolf J. Weissenberger - - - - - -
Stefan M. Palatin - - - - - -
Eivind A. Eriksen - - - - - -
Stephen J. Brocato - - - - - -
</TABLE>
Reported in this table are stock options awarded to the named officer. The
Company has not awarded Stock Appreciation Rights ("SARs"), which typically
allow the recipient to share in any increase in the value of a specified amount
of the Company's Stock without acquiring ownership of such stock nor the rights
associated with ownership. Under the terms of his employment agreement, the
Company granted the named officer the option to acquire 300,000 shares of the
Company's Common Stock. The option vested in December 1998.
The Cronos Group 6
<PAGE> 8
STOCK OPTION TABLE
AGGREGATE OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR END OPTION VALUES
<TABLE>
<CAPTION>
Value of
Number of Securities Unexercised
Shares Underlying Unexercised In-The-Money
Acquired Value Options At FY-End (#) Option At FY-End(#)
on Exercise Realized
Name (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- ---- ----------- -------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Dennis J. Tietz - - 321,600 - - -
Peter J. Younger - - 10,800 - - -
Rudolf J. Weissenberger - - - - - -
Stefan M. Palatin - - - - - -
Eivind A. Eriksen - - - - - -
Stephen J. Brocato - - 10,800 - - -
</TABLE>
COMPENSATION OF DIRECTORS
Non-Executive directors receive quarterly retainers of $6,250, fees of
$6,000 per board meeting attended in person, fees of $1,000 for every board
meeting attended via telephone conference facilities and reasonable travel and
entertainment expenses.
EMPLOYMENT AGREEMENTS
DENNIS J. TIETZ. The Company and Mr. Tietz entered into an employment
agreement in 1998 (the "Tietz Employment Agreement"). The following is a summary
of the material terms of the Tietz Employment Agreement. The initial term of the
Tietz Employment Agreement will be until December 31, 2000. Upon expiry of the
initial term, the Company may elect to renew the term for additional one-year
terms subject to the agreement of Mr. Tietz. The Company may at any time
discharge Mr. Tietz from active service without advance notice by providing a
Notice of Termination as defined in the Tietz Employment Agreement. Mr. Tietz
may terminate the Tietz Employment Agreement at any time upon the occurrence of
certain events such as a change in his duties or position. The Company will pay
Mr. Tietz a base salary at the rate of $235,000 per annum, payable in monthly
instalments. (Such amount, as it may be increased from time to time, is
hereinafter referred to as the "Base Salary"). The Base Salary may be increased
at the discretion of the Board of Directors. In any event, Mr. Tietz' Base
Salary for the year 2000 and for each year thereafter shall be increased by a
minimum amount in line with the consumer price index. Mr. Tietz will receive
bonus compensation at such times, and in such amounts, as the Board of Directors
may determine. Mr. Tietz will, by way of incentive compensation, be entitled to
receive three per cent of fees and distributions payable by the relevant
partnerships to Cronos Capital Corporation. Mr. Tietz will be entitled to
participate in any future share option plans or award of options or restricted
shares as may be implemented by the Company. Mr. Tietz will receive additional
benefits including an automobile.
The Cronos Group 7
<PAGE> 9
If, at any time Mr. Tietz' employment is terminated for an event or events
as defined in Section Seven of the Tietz Employment Agreement, Mr. Tietz will be
entitled to a severance payment (the "Severance Payment") from the Company. (The
event or events as defined in Section Seven of the Tietz Employment Agreement
are as follows: (a) the Company terminates Mr. Tietz' employment without
"Cause", (b) Mr. Tietz terminates his employment with the Company "For Good
Reason" and (c) Mr. Tietz resigns following a "Change of Control"). The
Severance Payment will be made in lump sum within thirty days of Mr. Tietz' last
day of active service. It will comprise all accrued obligations plus the sum of
annual salary and a bonus amount multiplied by a fraction (the numerator of
which is number of days remaining to the expiry of the Tietz Employment
Agreement from the last days of paid active service and the denominator of which
is 365) plus a lump sum that represents a pro-rated annual bonus for the year of
termination. In addition, all options and restricted stock that were granted
before the date of termination but have not yet vested shall vest upon Mr.
Tietz' final day of active service and all such options and also options that
previously vested will remain exercisable in accordance with the terms for
retirees of the relevant option plan.
PETER J. YOUNGER. Cronos and Mr. Younger entered into an employment
agreement in 1998 (the "Younger Employment Agreement"). The following is a
summary of the material terms of the Younger Employment Agreement. The Younger
Employment Agreement will be for an indefinite period. Cronos may not terminate
or cancel the Younger Employment Agreement, except as defined in Section Five of
the Younger Employment Agreement, without two years' prior written notice. Mr.
Younger may terminate the Younger Employment Agreement at any time subject to
the provision of a minimum of six months notice. Cronos will provide Mr. Younger
a base salary of GBP (lira)Pound Sterling123,875 per annum payable in monthly
instalments. Mr. Younger will receive bonus compensation annually under the
terms and conditions of a bonus plan established by Cronos for all employees.
Mr. Younger will be entitled to other benefits including the use of an
automobile.
In the event of a change of control or ownership, Mr. Younger will be
entitled to an immediate payment of twice the amount of his annual salary and
bonuses earned during the full calendar year ending prior to the effective date
of the change of control. Upon the termination or cancellation of the Younger
Employment Agreement for any reason, Cronos will pay Mr. Younger reasonable
relocation costs as may be incurred in a move to the United States.
RUDOLF J. WEISSENBERGER. Cronos entered into an agreement (the
"Weissenberger Agreement") on May 20, 1998 with Admico S.A., a Swiss entity in
which Mr. Weissenberger is a majority shareholder, regarding the appointment of
Mr. Weissenberger as full time ad interim Chief Executive Officer. The agreement
continued until December 11, 1998 when Mr. Weissenberger resigned as Chief
Executive Officer. The following is a summary of the material terms of the
agreement. Cronos was entitled to terminate the Weissenberger Agreement at any
time with immediate effect. Mr. Weissenberger was entitled to resign his
appointment at any time subject to the provision of a minimum of one month's
notice. Admico S.A. received a maximum monthly service fee of $48,700. As an
incentive, Mr. Weissenberger was entitled to receive warrants and voting or non
voting stock subject to the approval of the Board of Directors. On termination
of the Weissenberger Agreement and in accordance with the terms of the
Weissenberger Agreement, Admico S.A. received a service fee to the end of the
month following the month of termination.
The Cronos Group 8
<PAGE> 10
STEFAN M. PALATIN. Mr. Palatin entered into an employment agreement in 1995
(the "Palatin Employment Agreement"). The agreement continued until July 1998
when Mr. Palatin resigned from all positions in The Cronos Group. The following
is a summary of the material terms of the Palatin Employment Agreement. The
initial term of the agreement was for a period of one year. The agreement was
automatically extended for subsequent one year periods. Cronos was not permitted
to cancel the Palatin Employment Agreement, except as defined in Section Five of
the Palatin Employment Agreement, without two years' prior written notice. Mr.
Palatin was permitted to cancel the Palatin Employment Agreement at any time
subject to the provision of a minimum of six months notice. Cronos provided Mr.
Palatin with a base salary of ATS 3,654,381 per annum payable in monthly
instalments. (Such amount, as it was increased from time to time, is hereinafter
referred to as the "Base Salary"). The base salary was reviewed annually and was
increased by an amount agreed between Mr. Palatin and Cronos. Mr. Palatin was
entitled to participate in a discretionary bonus plan under the terms and
conditions of a bonus plan established by Cronos for all employees. Mr. Palatin
was entitled to other benefits generally provided by Cronos to all employees.
EIVIND A. ERIKSEN. Mr. Eriksen entered into an employment agreement in 1995
(the "Eriksen Employment Agreement"). The agreement continued until December 31,
1998 when Mr. Eriksen resigned from Cronos. The following is a summary of the
material terms of the Eriksen Employment Agreement. The initial term of the
agreement was for a period of one year. The agreement was automatically extended
for subsequent one year periods. Cronos was not permitted to cancel the Eriksen
Employment Agreement, except as defined in Section Five of the Eriksen
Employment Agreement, without two years' prior written notice. Mr. Eriksen was
permitted to cancel the Eriksen Employment Agreement at any time subject to the
provision of a minimum of six months notice. Cronos provided Mr. Eriksen with a
base salary of GBP (lira)Pound Sterling141,500 per annum payable in monthly
instalments. (Such amount, as it was increased from time to time, is hereinafter
referred to as the "Base Salary"). The base salary was reviewed annually and was
increased by an amount agreed between Mr. Eriksen and Cronos. Mr. Eriksen was
entitled to participate in a discretionary bonus plan under the terms and
conditions of a bonus plan established by Cronos for all employees. Mr. Eriksen
was entitled to other benefits including the use of an automobile.
As compensation for loss of employment and office and in accordance with
the terms of the Eriksen Employment Agreement, Cronos has agreed to make
payments of approximately $600,000 to Mr. Eriksen during 1999.
STEPHEN J. BROCATO. Cronos and Mr. Brocato entered into an employment
agreement in 1997 (the "Brocato Employment Agreement"). The agreement continued
until March 31, 1999 when Mr. Brocato resigned from Cronos. The following is a
summary of the material terms of the Brocato Employment Agreement. The agreement
was subject to termination at any time by either party by serving a minimum of
twelve months notice. Cronos provided Mr. Brocato with a base salary of GBP
(lira)Pound Sterling160,000 per annum payable in monthly instalments. (Such
amount, as it was increased from time to time, is hereinafter referred to as the
"Base Salary"). The base salary was reviewed annually and was subject to
increase at the discretion of Cronos. Mr. Brocato was entitled to participate in
a discretionary bonus plan under the terms and conditions of a bonus plan
established by Cronos for all employees. Mr. Brocato was entitled to other
benefits including the use of an automobile.
As compensation for loss of employment and office and in accordance with
the terms of the Brocato Employment Agreement, Cronos is currently negotiating
payments of approximately GBP L. 160,000 to be made to Mr. Brocato in 1999.
Mr. Brocato will also receive reasonable removal costs to California in 1999.
The Cronos Group 9
<PAGE> 11
ITEM 12 -- SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
As of April 26, 1999, there were 8,858,378 Common Shares, $2 par value (the
"Common Shares"), issued and outstanding. The following table sets forth certain
information with respect to the beneficial ownership of the Company's Common
Shares as of March 29, 1999, by (i) each person who, to the knowledge of the
Company, is the beneficial owner of more than 5% of the outstanding common
stock, (ii) Directors, (iii) executive officers, and (iv) Directors and
executive officers as a group. Unless otherwise indicated, each of the persons
listed in the table has sole voting and investment power with respect to the
shares shown.
<TABLE>
<CAPTION>
Title of Class Identity of Person or Group Amount owned(1) Percent of Class
- -------------- --------------------------- --------------- ----------------
<S> <C> <C> <C>
Common Shares,
par value $2 Stefan M. Palatin(2) 1,793,798(2) 20.2%(2)
Fleet Bank, N.A. as Agent for 1,463,636 16.5%
Fleet Bank, N.A., BankBoston,
N.A., CoreStates Bank, N.A.
and Union Bank of California,
N.A.(3)
Central Wechsel -- und 1,075,000(4) 12.1%
Creditbank AG
Rudolf J. Weissenberger 578,667(5) 6.5%
Dennis J. Tietz 321,600(6) 3.5%
Peter J. Younger 10,800 *
Ernst-Otto Nedelmann - -
Charles Tharp - -
Maurice Taylor - -
Eivind A. Eriksen 1,000 *
Stephen J. Brocato 36,212 *
Axel Friedberg - -
All executive officers and
directors as a group 369,612 4.0%
</TABLE>
- ----------
(1) Except as otherwise specifically noted, the number of shares stated as
being owned beneficially includes (a) all options and warrants under which
persons could acquire Common Shares currently and within 60 days following
the date hereof and (b) shares held beneficially by spouses, minor children
or grandchildren.
(2) Klamath Enterprises S.A. ("Klamath") is the record owner of these
shares. The company is a Panamanian company of which Mr. Palatin is known
to be a beneficial owner.
The Cronos Group 10
<PAGE> 12
(3) Each of these Banks may be deemed to beneficially own these 1,463,636
shares. Such beneficial ownership results from the determination by such
Banks to exercise their rights under a collateral assignment between
Fleet Bank, N.A. as Agent, and Cronos Equipment (Bermuda) Limited
("CEB") pursuant to which CEB pledged certain promissory notes issued to
it by Mr. Palatin, as well as 1,463,636 shares that secure such notes,
to secure its obligations to the Banks. Mr. Palatin has defaulted under
such notes, and the Banks have notified the Company of their intention
to exercise their rights to the 1,463,636 shares under the collateral
assignment and, ultimately, depending on market conditions, sell all or
part of such 1,463,636 shares in order to satisfy the outstanding
obligations of Mr. Palatin under such notes. See Note 14(a) to the 1998
Consolidated Financial Statements.
(4) These 1,075,000 shares were held of record by Enavest Holding S.A.
("Enavest"), a Panamanian company of which Mr. Palatin is believed to be
the beneficial owner. As at March 10, 1998, Central Wechsel -- und
Creditbank AG of Vienna, Austria, became the owner of these shares
pursuant to the terms of a pledge agreement with Enavest following the
default by Enavest in the repayment of a loan made by such Bank.
(5) Of these shares, 566,667 shares are owned of record by Lude Management Inc.
The company is a Panamanian company of which Mr. Weissenberger is known
to be a beneficial owner.
(6) The 321,600 shares shown are all covered by outstanding stock options
that are currently exercisable.
* Less than one percent.
The Cronos Group 11
<PAGE> 13
ITEM 13 -- CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
The Group had the following transactions with related parties, which should
be read in conjunction with Notes 14, 17 and 21 to the 1998 Consolidated
Financial Statements.
i. In December 1994, payments amounting to $500,000 were reported as a
distribution to third parties in Austria connected to Mr. Palatin (see Note 17
to the 1998 Consolidated Financial Statements). Subsequent investigations by
management indicate that, of this, a remittance of $400,000 was made to the bank
account that received the $2,600,000 referred to in Note 17 to the 1998
Consolidated Financial Statements. Management has requested necessary
information which may be subject to confidentiality considerations of the
jurisdiction. Current management have seen both instructions and a receipt for
this amount from an authorised representative of the third parties and is
continuing to seek definitive information regarding title and conduct of this
non-Group bank account.
ii. During 1998, an ocean carrier in which Mr. Eriksen, a former director
and former Chief Operating Officer of the Company, was a non-executive director
ceased trading. At December 31, 1998, a specific provision of $553,000,
representing the total amount due from the lessee of $1,153,000 less expected
insurance proceeds, was included in the allowance for doubtful accounts.
iii. During the year ended December 31, 1998, payments totalling $150,000,
were made to Mr. Friedberg, a former non-executive director of the Company in
respect of legal fees.
iv. As of January 1, 1996, $4,723,000 was outstanding under an unsecured
loan agreement with the former preferred shareholder, Barton Holding Ltd.
("Barton"). This amount bore interest at 9% and was repayable in instalments on
March 31, 1996 and June 30, 1996.
In February 1996 the Group entered into an agreement with Mr. Palatin,
under which Mr. Palatin purportedly guaranteed the performance by Barton of its
obligations under the loan agreement, including repayment of interest and
principal according to the terms prescribed in the agreement. Mr. Palatin's
guarantee purports to pledge 1,030,303 Common Shares owned by him in The Cronos
Group; the owner of record of these shares was Lambert Business Inc incorporated
under the laws of Panama.
The prospectus dated December 7, 1995 specifies that Barton is an
unaffiliated company; the Group has received no notification of a change in this
regard.
In April 1996, the Group advanced $500,000 to Mr. Palatin. This advance
bore interest at 9% per annum and was repayable by June 30, 1996. On June 30,
1996, principal and interest on the Group's loan to Barton in the amount of
$4,950,000 came due, but no repayment thereon was received.
In August 1996, the Company and Mr. Palatin entered into a new loan
agreement and related pledge agreement, each dated as of July 1, 1996, pursuant
to which Mr. Palatin borrowed $5,461,000 from the Company which was used to
repay the principal and interest due on June 30, 1996, on the loan to Barton and
the $500,000 advance. This loan bore interest at 9% per annum and matured on
December 30, 1996. The 1,030,303 Common Shares remained pledged as security for
this loan and all other obligations of Mr. Palatin to the Group existing at that
date. No repayments have been made since the inception of this loan. In July
1997, in connection with the execution of the Amended and Restated Credit
Agreement and the Amendment thereto, relating to the Group's primary revolving
credit facility (the "Bank Facility"), this loan was revised in the amount of
$5,900,000, representing principal and interest due on the original loan, and
was assigned to a subsidiary of the Group, together with all the Company's
rights in respect of this loan, including the collateral rights concerning the
purported pledge of 1,030,303 Common Shares (Note 14(a) to the 1998 Consolidated
Financial Statements). As of December 31, 1996, the fair value of this loan was
$5,461,000. December 31, 1997 was agreed as the
12
<PAGE> 14
revised repayment date for the loan, but no principal or interest payments have
been received. Management did not seek to enforce the pledge following
conflicting advice as to the feasibility of this action and in particular, the
powers of the Board of Lambert to prevent the enforcement of the pledge, the
sale of the shares without defect in title, or the realization of proceeds of
sale for the benefit of the Group. Mr. Weissenberger had an interest in the
shares of Lambert. In March 1999, in connection with the negotiation of a fourth
amendment to the Bank Facility (Note 14(a) to the 1998 Consolidated Financial
Statements), title to 463,636 shares in the Company held by Lambert has been
granted as security to the Bank Facility. Title to the remaining 566,667 shares
has been taken by Mr. Weissenberger to discharge his interest.
As indicated below, a provision of $4,733,000 was made in December 1997
against Mr. Palatin's outstanding loans and unpaid interest in view of these
circumstances.
In October 1996, $1,500,000 was paid by the Group purportedly in respect of
an obligation regarding professional fees relating to a proposed strategic
alliance. This alliance did not take place and the funds were repaid to the
Group in January 1997, as described in Note 17(iii) to the 1998 Consolidated
Financial Statements. To date no adequate explanation of the facts and
circumstances with respect to this payment and its return has been forthcoming.
At December 31, 1996 this amount was included within amounts advanced to Mr.
Palatin.
In January 1997, the Group advanced an amount of $3,700,000 to Mr. Palatin
under the same terms as the loan agreement dated July 1, 1996. This loan bore
interest at 9% per annum and was secured by a further pledge of 1,000,000 Common
Shares beneficially owned by him in The Cronos Group. This loan was replaced in
July 1997 by a new loan in like amount from a subsidiary of the Group to Mr.
Palatin, pursuant to the Bank Facility (see Note 14 to the 1998 Consolidated
Financial Statements). This new loan bore interest at 9% per annum and was
secured, together with all other obligations of Mr. Palatin to this subsidiary
company, by the pledge of 1,000,000 shares. The loan was due to be repaid on
October 31, 1997, but no interest or principal payments were received.
Consequently, title to the 1,000,000 shares was established by the banks
providing certain of the Group's term loans that totalled $33,110,000 at
December 31, 1998 (Note 14(a) to the 1998 Consolidated Financial Statements). As
of December 31, 1998, no interest or principal payments have been received.
Interest of $460,000 and $824,000 was credited on these loans during the
years ended December 31, 1996 and 1997, respectively. During 1998, additional
interest of $864,000 became due under Mr. Palatin's outstanding loans.
v. In May 1998, Mr. Palatin was taken into custody in Austria in connection
with continuing investigations into alleged offences. In July 1998, he resigned
as Chief Executive Officer, Chairman and from all other positions within the
Group. The Group has retained $240,000 in respect of outstanding payroll for Mr.
Palatin which will be held as possible settlement against any claims. In view of
these circumstances and the doubt concerning the Board's ability to exercise the
pledge over the remaining 1,030,303 shares, a provision of $4,733,000, including
unpaid interest, was made on December 31, 1997 against Mr. Palatin's outstanding
loans and unpaid interest. At December 31, 1997 and 1998, respectively, the fair
value of Mr. Palatin's loans was $5,500,000. In March 1999, title to 463,636 of
the 1,030,303 shares was granted as security to the Bank Facility.
vi. In 1998, the Group identified amounts totalling $232,000 that were paid
in respect of professional services during 1997 and 1998 and have since been
attributed to Mr. Palatin. Such costs were included in Financing and
Recomposition Expenses in the 1998 Consolidated Financial Statements in the
years in which they were incurred. The Group intends to seek recovery of these
costs.
vii. An amount of $436,000 was paid for services provided under the terms
of an information technology agreement with a company to which Mr. Palatin has
an equity ownership interest, for the year ended December 31, 1998.
The Cronos Grup 13
<PAGE> 15
viii. As indicated in Note 17 to the 1998 Consolidated Financial
Statements, it has been asserted by a representative of Contrin that Mr. Palatin
has financial and other interests in companies that were involved in the trading
of containers with participants in certain Austrian investment entities. The
relationship or otherwise between these companies and the Company cannot be
substantiated by management at present. The public records regarding these
companies do not disclose their beneficial ownership. One of the companies in
question, Transocean Equipment Manufacturing and Trading Limited, has been
separately registered in the same name in both the United Kingdom and the Isle
of Man and has been regarded by management as a subsidiary of Contrin and is so
characterized in certain commercial correspondence. Contrin, through three
management companies, administered the Austrian investment entities. Transocean
Equipment Manufacturing and Trading Limited is in liquidation in the United
Kingdom and the Company has received a request for information from the
liquidator in respect of its trading transactions with that company.
The Company has engaged legal counsel to provide advice and commence legal
action, if appropriate, against former officers or directors if it is determined
that they engaged in any misfeasance or improper self-dealing. A special
committee of the Board, consisting of Mr. Tietz, Mr. Tharp and Mr. Taylor, has
been appointed to work with counsel in this regard and also in the recovery of
balances due by Mr. Palatin.
The Cronos Group 14
<PAGE> 16
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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
Date: April 26, 1999 By: /s/ D J Tietz
-----------------------------------
Dennis J. Tietz
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
By /s/ D J Tietz Chairman of the Board and April 26, 1999
------------------------ Chief Executive Officer
Dennis J. Tietz (Principal Executive Officer)
By /s/ P J Younger Chief Financial Officer and April 26, 1999
------------------------ Chief Accounting Officer
Peter J. Younger (Principal Financial and
Accounting Officer)
By /s/ C Tharp Director April 26, 1999
------------------------
Charles Tharp
By /s/ M Taylor Director April 26, 1999
------------------------
Maurice Taylor
By /s/ E O Nedelmann Director April 26, 1999
------------------------
Ernst-Otto Nedelmann
</TABLE>
