-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, UPA3sb0zri5h6dgA9uBJ/o0w6QwZo30d9C8CeYkGckxG0yMLBtTCZ4VHzQ8vvYdO RUgP0+kl6DKWAM6V6ftPsg== 0000950137-03-001158.txt : 20030225 0000950137-03-001158.hdr.sgml : 20030225 20030224215124 ACCESSION NUMBER: 0000950137-03-001158 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20030225 GROUP MEMBERS: CLINCHER CAPITAL CORPORATION GROUP MEMBERS: DENNIS M. ZASLAVSKY GROUP MEMBERS: WAVELAND CAPITAL MANAGEMENT, L.P. GROUP MEMBERS: WAVELAND CAPITAL MANAGEMENT, LLC GROUP MEMBERS: WAVELAND INTERNATIONAL, LTD. GROUP MEMBERS: WAVELAND INVESTMENTS, LLC GROUP MEMBERS: WAVELAND PARTNERS, L.D. GROUP MEMBERS: WAVELAND PARTNERS, LTD. FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WAVELAND PARTNERS LP CENTRAL INDEX KEY: 0001044353 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 333 WEST WACKER DR STE 1600 CITY: CHICAGO STATE: IL ZIP: 60606 MAIL ADDRESS: STREET 2: 333 WEST WACKER DRIVE STE 1600 CITY: CHICAGO STATE: IL ZIP: 60606 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GROUP CENTRAL INDEX KEY: 0000919869 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-48880 FILM NUMBER: 03578278 BUSINESS ADDRESS: STREET 1: 16, ALLEE MARCONI, BOITE POSTALE 260 STREET 2: L 2012 CITY: L 2012 LUXEMBURG STATE: N4 MAIL ADDRESS: STREET 1: 16, ALLEE MARCONI, BOITE POSTALE 260 STREET 2: L-2012 LUXEMBOURG SC 13D/A 1 c75050a4sc13dza.htm AMENDMENT TO SCHEDULE 13D Amendment to Schedule 13D
 



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
Under the Securities Exchange Act of 1934

(Amendment No. 4)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)

The Cronos Group

(Name of Issuer)

Common Shares, par value $2.00 per share

(Title of Class of Securities)

L20708 10 0

(Cusip Number)

David S. Richter
Waveland Capital Management, L.P.
227 West Monroe, Suite 4800
Chicago, Illinois 60606
(312) 739-2138

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

February 24, 2003

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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).

 

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Person
Waveland Partners, L.P.		 I.R.S. Identification Nos. of above persons (entities only)
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
0
8. Shared Voting Power
673,909
9. Sole Dispositive Power
0
10.Shared Dispositive Power
673,909
  11.Aggregate Amount Beneficially Owned by Each Reporting Person
673,909 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  13.Percent of Class Represented by Amount in Row (11)
9.15%
  14.Type of Reporting Person (See Instructions)
PN

2

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Person
Waveland Capital Management, L.P.		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
0
8. Shared Voting Power
673,909
9. Sole Dispositive Power
0
10.Shared Dispositive Power
673,909
  11.Aggregate Amount Beneficially Owned by Each Reporting Person
673,909 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  13.Percent of Class Represented by Amount in Row (11)
9.15%
  14.Type of Reporting Person (See Instructions)
PN

3

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Person
Clincher Capital Corporation		 I.R.S. Identification Nos. of above persons (entities only):
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
0
8. Shared Voting Power
673,909
9. Sole Dispositive Power
0
10.Shared Dispositive Power
673,909
  11.Aggregate Amount Beneficially Owned by Each Reporting Person
673,909 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  13.Percent of Class Represented by Amount in Row (11)
9.15%
  14.Type of Reporting Person (See Instructions)
CO

4

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Person
Waveland Capital Management, LLC		 I.R.S. Identification Nos. of above persons (entities only)
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization
Illinois
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
0
8. Shared Voting Power
506,788
9. Sole Dispositive Power
0
10.Shared Dispositive Power
506,788
  11.Aggregate Amount Beneficially Owned by Each Reporting Person
506,788 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  13.Percent of Class Represented by Amount in Row (11)
6.88%
  14.Type of Reporting Person (See Instructions)
OO

5

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Person
Waveland Partners, Ltd.		 I.R.S. Identification Nos. of above persons (entities only)
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
0
8. Shared Voting Power
506,788
9. Sole Dispositive Power
0
10.Shared Dispositive Power
506,788
  11.Aggregate Amount Beneficially Owned by Each Reporting Person
506,788 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  13.Percent of Class Represented by Amount in Row (11)
6.88%
  14.Type of Reporting Person (See Instructions)
OO

6

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Person
Waveland International, Ltd.		 I.R.S. Identification Nos. of above persons (entities only)
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)
WC
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization
Cayman Islands
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power
0
8. Shared Voting Power
119,597
9. Sole Dispositive Power
0
10.Shared Dispositive Power
119,597
  11.Aggregate Amount Beneficially Owned by Each Reporting Person
119,597 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)
o
  13.Percent of Class Represented by Amount in Row (11)
1.62%
  14.Type of Reporting Person (See Instructions)
OO

7

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Persons

Waveland Investments, LLC		 I.R.S. Identification Nos. of above persons (entities only)
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)

N/A
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization

Delaware
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power

0
8. Shared Voting Power

0
9. Sole Dispositive Power

0
10.Shared Dispositive Power

0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person

0 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o
  13.Percent of Class Represented by Amount in Row (11)

0%
  14.Type of Reporting Person (See Instructions)

OO

 

             
CUSIP No. L20708-10-0
  1. Name of Reporting Persons

Dennis M. Zaslavsky		 I.R.S. Identification Nos. of above persons (entities only)
  2. Check the Appropriate Box if a Member of a Group (See Instructions)
    (a) o  
    (b) x  
  3. SEC Use Only
  4. Source of Funds (See Instructions)

N/A
  5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) o
  6. Citizenship or Place of Organization

Illinois
Number of
Shares
Beneficially
Owned by
Each Reporting
Person With
7. Sole Voting Power

0
8. Shared Voting Power

0
9. Sole Dispositive Power

0
10.Shared Dispositive Power

0
  11.Aggregate Amount Beneficially Owned by Each Reporting Person

0 Common Shares
  12.Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)

o
  13.Percent of Class Represented by Amount in Row (11)

0%
  14.Type of Reporting Person (See Instructions)

IN

 

       
  This Amendment No. 4 to Schedule 13D amends the Schedule 13D dated February 2, 1998, and amended on August 26, 1998, July 8, 1999 and December 13, 2001, filed by Waveland Partners, L.P., an Illinois limited partnership (“Waveland Partners”), Waveland Capital Management, L.P., an Illinois limited partnership (“Waveland Capital Management”) and Clincher Capital Corporation, an Illinois corporation (“Clincher” and collectively the “Reporting Persons”) relating to the Common Shares, par value $2.00 per share of The Cronos Group, a Luxembourg holding company (the “Issuer”).

This amendment is being filed by Waveland Investments, LLC, a Delaware limited liability company (“Waveland Investments”) and Dennis M. Zaslavsky, a citizen of Illinois and the sole manager of Waveland Investments (“Mr. Zaslavsky” and collectively, the “New Reporting Persons” and together with the Reporting Persons listed above, the “Reporting Persons”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934, as amended (the “Act”).
 
Item 2.Identity and Background
  Item 2 is amended in pertinent part as follows:

(a)-(c) The New Reporting Persons have their principal offices at 1850 Second Street, Suite 201, Highland Park, Illinois 60035. Waveland Investments' principal business is private investments. Mr. Zaslavsky's principal occupation is as the sole manager of Waveland Investments.

(d) During the last five years, neither of the New Reporting Persons identified in this Item 2 has been convicted in a criminal proceeding (excluding traffic violations and similar misdemeanors).

(e) During the last five years, neither of the New Reporting Persons identified in this Item 2 has been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a 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 4.Purpose of Transaction
  Item 4 is amended and restated as follows:

The Reporting Persons routinely monitor the performance of their investments in the Issuer. In this connection, the Reporting Persons intend to continuously evaluate the Issuer's business, financial condition, operating results, capital structure, management, stock market performance, competitive outlook and other relevant factors. As part of such evaluations, the Reporting Persons have and may in the future seek the views of, hold active discussions with and respond to inquiries from representatives of the Issuer and other persons regarding the Issuer's affairs, and its strategic alternatives, including a possible sale of the Issuer, to third parties or one or more of the Reporting Persons, and the interests of other stockholders in participating in such transactions. Depending on such evaluations, the Reporting Persons may, at any time and from time to time, purchase additional Common Shares or may dispose of any and all Common Shar e s held by them. The Reporting Persons may from time to time develop plans respecting, or propose changes in, the management, composition of the board of directors, policies, operations, capital structure or business of the Issuer, including business combination transactions, which could involve one of more of the Reporting Persons as acquirer. In connection therewith, the Reporting Persons may retain financial and other advisors and may conduct investigations and, if warranted by such review, make and negotiate proposals to and with the Issuer concerning the matters addressed in the preceding sentence, and may enter into agreements with the Issuer in connection with those negotiations and proposals, including confidentiality, standstill and/or other arrangements. The Reporting Persons may also seek to either designate a representative to act as an observer to the Issuer's board of directors or may seek to cause one or more representatives of the Reporting Persons to be appointed to serve on the Issuer's board of directors.

 
 

 

       
Item 5.Interest in Securities of the Issuer
  Item 5 is amended in pertinent part as follows:

(a)-(c) The New Reporting Persons do not own any Common Shares of the Issuer. By reason of the provisions of Rule 13d-3 under the Act, all or some of the Reporting Persons may be deemed to be acting as a “group” comprised of one or more of the other Reporting Persons. By reason of the provisions of Rule 13d-5 under the Act, a group, if any, consisting of these entities may be deemed to own all Common Shares of the Issuer beneficially owned by each other Reporting Person who is a member of such group. The New Reporting Persons do not affirm the existence of such a group and disclaim beneficial ownership of the Common Shares beneficially owned by the other Reporting Persons. As of the date of this report the New Reporting Persons do not own any Common Shares.

(d) In the last sixty days, no New Reporting Person has acquired any Common Shares, either directly or indirectly.
 
Item 7.Material to Be Filed as Exhibits
  Exhibit 1 Joint Filing Agreement
 

 

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: February 24, 2003    
     
    WAVELAND PARTNERS, L.P.
By: Waveland Capital Management, L.P.
Its: General Partner
By: Clincher Capital Corporation
Its: General Partner
     
     
    By: /s/ David S. Richter
       David S. Richter, President
     
     
    WAVELAND CAPITAL MANAGEMENT, L.P.
By: Clincher Capital Corporation
Its: General Partner
     
     
   
    By: /s/ David S. Richter
       David S. Richter, President
     
     
    CLINCHER CAPITAL CORPORATION
     
     
    By: /s/ David S. Richter
       David S. Richter, President
     
     
    WAVELAND CAPITAL MANAGEMENT, LLC
     
     
    By: /s/ David S. Richter
       David S. Richter, Manager
     
     
    WAVELAND PARTNERS, LTD.
     
     
    By: /s/ David S. Richter
       David S. Richter, Director
     
     
    WAVELAND INTERNATIONAL, LTD.
     
     
    By: /s/ David S. Richter
       David S. Richter, Director

 

     
    WAVELAND INVESTMENTS, LLC
     
     
    By: /s/ Dennis M. Zaslavsky
       Dennis M. Zaslavsky, Manager
     
     
    By: /s/ Dennis M. Zaslavsky
       Dennis M. Zaslavsky
EX-99.1 3 c75050a4exv99w1.htm JOINT FILING AGREEMENT Joint Filing Agreement
 

Exhibit 1

JOINT FILING AGREEMENT

     In accordance with Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, each of the persons named below agrees to the joint filing of a Statement on Schedule 13D (including amendments thereto) with respect to the Common Shares, par value $2.00 per share of The Cronos Group, and further agrees that this Joint Filing Agreement be included as an exhibit to such filings provided that, as contemplated by Section 13d-1(k)(2), no person shall be responsible for the completeness or accuracy of the information concerning the other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Joint Filing may be executed in any number of counterparts, all of which together shall constitute one and the same instrument.

Dated: February 24, 2003

         
    WAVELAND PARTNERS, L.P.
    By:   Waveland Capital Management, L.P.
    Its:   General Partner
    By:   Clincher Capital Corporation
    Its:   General Partner
 
 
    By:   /s/  David S. Richter
David S. Richter, President
 
 
    WAVELAND CAPITAL MANAGEMENT, L.P.
    By:   Clincher Capital Corporation
    Its:   General Partner
 
 
    By:   /s/  David S. Richter
David S. Richter, President
 
 
    CLINCHER CAPITAL CORPORATION
 
 
    By:   /s/  David S. Richter
David S. Richter, President
 
 
    WAVELAND CAPITAL MANAGEMENT, LLC
 
 
    By:   /s/  David S. Richter
David S. Richter, Manager
 
 
    WAVELAND PARTNERS, LTD
 
 
    By:   /s/  David S. Richter
David S. Richter, Director

 

         
    WAVELAND INTERNATIONAL, LTD
 
 
    By:   /s/  David S. Richter
David S. Richter, Director
 
 
    WAVELAND INVESTMENTS, LLC
 
 
    By:   /s/  Dennis M. Zaslavsky
Dennis M. Zaslavsky, Manager
 
 
    By:   /s/  Dennis M. Zaslavsky
Dennis M. Zaslavsky
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