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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
January 13, 2000 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 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
By its Current Report on Form 8-K dated August 13, 1999, as amended by
Amendment No. 1 thereto, the Registrant reported on the decision by its Board of
Directors to replace the Registrant's independent auditors, Moore Stephens, with
Deloitte & Touche, SA ("Deloitte & Touche"). As stated in the report, the
decision made by the Board was subject to approval by the Registrant's
shareholders. As described under Item 5 below, the Registrant's shareholders, at
the annual meeting held January 13, 2000, approved the Board's appointment of
Deloitte & Touche as the Registrant's independent auditors for the fiscal year
1999, and authorized the Board to fix the auditors' remuneration.
ITEM 5. OTHER EVENTS.
The Registrant's 1999 annual meeting of shareholders was held on
Thursday, January 13, 2000, in Luxembourg. The record date for the meeting was
fixed by the Board at December 3, 1999. As of the record date, the Registrant
had outstanding 9,158,378 shares of Common Stock. The Registrant's stock is
traded on NASDAQ (Symbol: CRNS).
The holders of 7,763,921 shares of the Registrant's Common Stock were
represented at the meeting in person or by proxy, thus constituting a quorum of
the shareholders for the meeting. The following sets forth the results of the
shareholder voting on the matters submitted to the shareholders at the annual
meeting:
<TABLE>
<CAPTION>
ELECTION ITEM VOTE COUNT
<S> <C> <C>
1. Elect Five Directors.
The Nominees Were:
Dennis J. Tietz For 5,393,146
Authority Withheld 2,370,775
</TABLE>
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<TABLE>
ELECTION ITEM VOTE COUNT
<S> <C> <C>
Charles Tharp For 5,394,146
Authority Withheld 2,369,775
Stephen Nicholas Walker For 5,394,146
Authority Withheld 2,369,775
Peter J. Younger For 5,368,534
Authority Withheld 2,395,387
Robert M. Melzer For 5,394,146
Authority Withheld 2,369,775
2. Approve the Company's 1999 For 4,470,987
Stock Option Plan
Against 1,811,548
Abstain 27,572
Broker Nonvotes 1,453,814
3. Approve the Appointment of For 4,507,849
Deloitte & Touche S.A. as the
Independent Auditors for Fiscal
Year 1999 and Authorize the Against 1,801,298
Directors to Fix the Auditors'
Remuneration
Abstain 960
Broker Nonvotes 1,453,814
</TABLE>
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<TABLE>
ELECTION ITEM VOTE COUNT
<S> <C> <C>
4. Approve the Company's For 4,499,449
Consolidated and Unconsolidated
Financial Statements for the Year
Ended December 31, 1998, and the Against 1,802,298
Reports of the Company's
Independent Auditors and of the
Board of Directors thereon, dated Abstain 8,360
April 8, 1999
Broker Nonvotes 1,453,814
5. Discharge the Following For 3,917,182
Members of the Board of Directors
Pursuant to Article 74 of the
Company law (10 August 1915) from Against 1,803,298
the Execution of Their Mandate
for the Year Ended December 31,
1998: Ernst-Otto Nedelmann and Abstain 589,627
Maurice Taylor
Broker Nonvotes 1,453,814
6. Approve the Allocation of For 4,484,849
the Profit/Loss Reported by the
Company for the Year Ended
December 31, 1998 Against 1,802,298
Abstain 22,960
Broker Nonvotes 1,453,814
</TABLE>
Maurice Taylor, elected as a director of the Registrant at the annual
meeting held in 1998, will continue as a director until the annual meeting held
for the year 2000, and his successor is duly elected and qualified.
By letter dated January 7, 2000, delivered to the Company's registered
office in Luxembourg on January 10, 2000, Klamath Enterprises, S.A.,
shareholder of record of 1,793,798 shares of Common Stock of the Company,
nominated Herbert Studentschnig for director. No shares were voted for Mr.
Studentschnig's candidacy, and management voted its proxies,
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representing 5,970,123 shares of Common Stock of the Company, against the
nomination. Accordingly, the proposal to elect Mr. Studentschnig as a director
of the Company failed.
As the Registrant reported in its Proxy Statement dated December 22,
1999, which was distributed to the Registrant's shareholders in connection with
the annual meeting of shareholders, on September 21, 1999, the Registrant
received an unsolicited merger proposal from Interpool, Inc. ("Interpool"). On
September 23, 1999, Interpool filed its preliminary Proxy Statement with the SEC
proposing an alternative slate of nominees for the Board of Directors of the
Registrant, whose sole purpose would be to merge the Registrant with and into a
subsidiary of Interpool, pursuant to the proposal made by Interpool to the
Registrant on September 21st.
The Registrant rejected the Interpool proposal as inadequate and not in
the best interest of its shareholders. At the same time, the Registrant
instructed its financial advisor, First Union Securities, Inc., to pursue
strategic alternatives to enhance shareholder value, including a possible sale
of the Registrant.
The Registrant has entered into confidentiality and standstill agreements
with several interested parties, and has supplied these parties with financial
and other information about the Registrant. On December 16, 1999, the Registrant
also entered into a confidentiality and standstill agreement with Interpool,
whereby the Registrant agreed to provide Interpool with access to the same
information as the Registrant has made available to other interested parties.
Interpool also agreed not to pursue a transaction with Registrant on an
unsolicited basis until April 30, 2000, subject to certain exceptions in the
event that the Registrant enters into a transaction with another entity or
proposes a transaction such as a tender or exchange offer for twenty-five
percent (25%) or more of its outstanding shares. No payment was made by the
Registrant to Interpool in connection with the confidentiality and standstill
agreement entered into with Interpool or otherwise in connection with
Interpool's withdrawal of its preliminary Proxy Statement proposing an
alternative slate of candidates for the Registrant's Board of Directors.
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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
By /s/ Elinor A. Wexler
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Elinor A. Wexler
Assistant Secretary
Date: January 21, 2000
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