-----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, HFMB3rkCs0uybqSwG5uS8Fs8UwWpgoHl0J0hr8HCWM92mwE1R6WLLHUGRRSgP/r7 3LojcgLLTfWFodo31qA0hw== 0001104659-05-016704.txt : 20050415 0001104659-05-016704.hdr.sgml : 20050415 20050415165842 ACCESSION NUMBER: 0001104659-05-016704 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20050415 DATE AS OF CHANGE: 20050415 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: 005-47841 FILM NUMBER: 05754326 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 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WAVELAND PARTNERS LP CENTRAL INDEX KEY: 0001044353 IRS NUMBER: 000000000 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 SC 13D/A 1 a05-6776_1sc13da.htm SC 13D/A

	UNITED STATES
	SECURITIES AND EXCHANGE COMMISSION
	Washington, D.C. 20549
	SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

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)

April 7, 2005

(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.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Waveland Partners, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	3.	SEC Use Only

	4.	Source of Funds (See Instructions)

	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 370,341

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 370,341

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 370,341 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) 5.1%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Waveland Capital Management, L.P.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 370,341

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 370,341

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 370,341 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) 5.1%

	14.	Type of Reporting Person (See Instructions) PN

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Clincher Capital Corporation

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 370,341

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 370,341

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 370,341 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) 5.1%

	14.	Type of Reporting Person (See Instructions) CO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Waveland Capital Management, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 269,659

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 269,659

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 269,659 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) 3.7%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Waveland Partners, Ltd.

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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 269,659

			9.	Sole Dispositive Power 0

			10.	Shared Dispositive Power 269,659

	11.	Aggregate Amount Beneficially Owned by Each Reporting Person 269,659 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) 3.7%

	14.	Type of Reporting Person (See Instructions) OO

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Waveland Investments, LLC

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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

	1.	Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only) Dennis M. Zaslavsky

	2.	Check the Appropriate Box if a Member of a Group (See Instructions)
		(a)			o
		(b)			o

	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. 5 to Schedule 13D amends the Schedule 13D dated February 2, 1998, and amended on August 26, 1998, July 8, 1999, December 13, 2001 and February 24, 2003, filed by Waveland Partners, L.P., an Illinois limited partnership (“Waveland Partners”), Waveland Capital Management, L.P., an Illinois limited partnership (“Waveland Capital Management”), Clincher Capital Corporation, an Illinois corporation (“Clincher”), Waveland Capital Management, LLC, a Illinois limited liability company (“Waveland LLC”), Waveland Partners, Ltd., a Cayman Islands exempt company limited partnership (“Waveland Partners, Ltd.”), 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 with the above reference parties, the “Reporting Persons”) relating to the shares of common stock, par value $2.00 per share (the “Common Share(s)”), of The Cronos Group, a Luxembourg holding company (the “Cronos”).
	This amendment is being filed on behalf of the Reporting Persons pursuant to Rule 13d–2 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
Item 1.	Security and Issuer

Item 2.	Identity and Background

Item 3.	Source and Amount of Funds or Other Consideration

Item 4.	Purpose of Transaction
	Item 4 is amended and restated as follows:
	On April 5, 2005, Waveland Partners, Ltd. and Peter J. Younger (“Younger”) entered into a stock purchase letter agreement, whereby Younger agreed to purchase 1,000 Common Shares from Waveland Partners, Ltd. (see Item 5 hereof)
	On April 5, 2005, Waveland Partners, Ltd. and Dennis J. Tietz (“Tietz”) entered into a stock purchase letter agreement, whereby Tietz agreed to purchase 5,100 Common Shares from Waveland Partners, Ltd. (see Item 5 hereof)
	On April 5, 2005, Waveland Partners, Waveland Partners, Ltd., Waveland Capital Management, Waveland LLC, Clincher and York Asset Management Limited (“York”) entered into a stock purchase letter agreement, whereby York agreed to purchase 247,437 Common Shares from Waveland Partners and 167,563 Common Shares from Waveland Partners, Ltd. (see Item 5 hereof)
	The Reporting Persons may from time to time decide to sell or acquire additional Common Shares.
Item 5.	Interest in Securities of the Issuer
	Item 5 is amended in pertinent part as follows:
	(a) Waveland Partners, Waveland Capital Management and Clincher beneficially own 370,341 Common Shares representing approximately 5.1% of the Common Shares outstanding (as reported in Cronos’ Annual Report on Form 10-K for the year ended December 31, 2004).
	Waveland Partners Ltd. and Waveland LLC beneficially own 269,659 Common Shares representing approximately 3.7% of the Common Shares outstanding (as reported in Cronos’ Annual Report on Form 10-K for the year ended December 31, 2004).
	The Waveland entities referenced above collectively hold 640,000 Common Shares representing approximately 8.8% of the Common Shares outstanding (as reported in Cronos’ Annual Report on Form 10-K for the year ended December 31, 2004).
	(b) Waveland Partners, Waveland Capital Management and Clincher have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 370,341 Common Shares.
	Waveland Partners, Ltd. and Waveland LLC have the shared power to vote or direct the vote and the shared power to dispose or direct the disposition of 269,659 Common Shares.
	(c) During the last 60 days, the following transactions were made by the Reporting Persons with respect to the Common Shares:
	On April 11, 2005, Waveland Partners, Ltd. sold 1,000 Common Shares to Younger for $11.88 per Common Share. (see Item 4 hereof)
	On April 11, 2005, Waveland Partners, Ltd. sold 5,100 Common Shares to Tietz for $11.88 per Common Share. (see Item 4 hereof)
	On April 7, 2005, Waveland Partners, Ltd. sold 167,563 Common Shares to York for $11.88 per Common Share. (see Item 4 hereof)
	On April 7, 2005, Waveland Partners sold 247,437 Common Shares to York for $11.88 per Common Share. (see Item 4 hereof)
	Except as set forth above, the none of the Reporting Persons have effected any transactions in the Common Shares during the past sixty days.
Item 6.	Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
	See Item 4 hereof.
Item 7.	Material to Be Filed as Exhibits
Exhibit 1 Joint Filing Agreement Exhibit 2 Stock Purchase Letter Agreement, dated April 5, 2005, between Waveland Partners, Ltd. and Peter J. Younger Exhibit 3 Stock Purchase Letter Agreement, dated April 5, 2005, between Waveland Partners, Ltd. and Dennis J. Tietz Exhibit 4 Stock Purchase Letter Agreement, dated April 5, 2005, between Waveland Partners, Waveland Partners, Ltd., Waveland Capital Management (as general partner of Waveland Partners), Clincher (as general partner of Waveland Capital Management) and York Asset Management Limited

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: April 13, 2005
	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 INVESTMENTS, LLC

	By:	/s/ Dennis M. Zaslavsky
		Dennis M. Zaslavsky, Manager

	By:	/s/ Dennis M. Zaslavsky
		Dennis M. Zaslavsky

EX-1 2 a05-6776_1ex1.htm EX-1

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: April 13, 2005
	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 INVESTMENTS, LLC

	By:	/s/ Dennis M. Zaslavsky
		Dennis M. Zaslavsky, Manager

	By:	/s/ Dennis M. Zaslavsky
		Dennis M. Zaslavsky

EX-2 3 a05-6776_1ex2.htm EX-2

Exhibit 2

Peter J. Younger

One Front Street, Suite 925

San Francisco, California 94111

Telephone: (415) 677-8990

April 5, 2005

Waveland Partners, Ltd.

227 West Monroe, Suite 4800

Chicago, Illinois 60606

Re:	Purchase and Sale of 1,000 Common
	Shares of The Cronos Group

Gentlemen:

The purpose of this letter agreement (the “Agreement”) is to set forth the terms and conditions pursuant to which Peter J. Younger (“Purchaser”), will purchase, and Waveland Partners, Ltd., a Cayman Islands exempted company (hereinafter, “Seller”) will sell, 1,000 common shares (the “Shares”) of The Cronos Group, a holding company organized and existing under the laws of the Grand Duchy of Luxembourg (hereinafter, “Cronos”) (Nasdaq: CNRS).

1. The purchase price (“Purchase Price”) for the Shares shall be $11.88 per Share, or $11,880 in the aggregate, payable in full, by wire transfer, upon satisfaction of the condition set forth in paragraph 5 hereof. Payment of the purchase price shall be made to the following account:

2. Representations and Warranties of Seller. Seller hereby represents and warrants to Purchaser that:

(i) Seller has the full right, power, and authority to execute this Agreement and to sell the Shares to Purchaser;

(ii) No authorization, approval, or consent of any governmental authority or agency is necessary in connection with the sale of the Shares to Purchaser;

(iii) Seller is not a party to or bound by any agreement, order, judgment or decree which would require the consent of another to the execution of this Agreement or prohibit the sale of the Shares to Purchaser or require the consent of another to the sale of the Shares to Purchaser as contemplated by this Agreement;

(iv) The Shares are owned by Seller free and clear of any and all liens, encumbrances, charges, and assessments;

(v) Upon transfer of the Shares to Purchaser pursuant to this Agreement, Purchaser will, as a result, receive good and marketable title to the Shares, free and clear of any and all liens, encumbrances, claims, charges, assessments and restrictions created by Seller (other than restrictions on transfer generally imposed on securities under Luxembourg law or under applicable securities laws); and

(vi) In deciding to sell the Shares to Purchaser, Seller has not relied upon any representation or warranty by Purchaser, by Cronos, or by any agent of Purchaser or Cronos with respect to the value of the Shares.

3. Representations and Warranties of Purchaser. Purchaser hereby represents and warrants to Seller that:

(i) Purchaser has the full right, power, and authority to execute this Agreement;

(ii) In deciding to purchase the Shares from Seller, Purchaser has not relied upon any representation or warranty by Seller or by any agent of Seller with respect to the value of the Shares; and

(iii) Purchaser, in entering into this Agreement, accepts the risk of the possible future depreciation in the value of the Shares.

4. Acknowledgment of Purchaser’s Status as Director and Executive Officer of Cronos. Seller acknowledges:

(i) That Purchaser is the President and the Chief Operating Officer of Cronos and a member of its Board of Directors;

(ii) That, as a director and an executive officer of Cronos, Purchaser is privy to information about Cronos, its financial condition, and its prospects that is not available to the public or to Seller;

(iii) That the Board of Directors of Cronos has announced from time to time its commitment to exploring alternatives to enhance shareholder value;

(iv) That Cronos has, from time to time, entered into confidentiality and standstill agreements with interested parties for the purpose of sharing information with such parties to enable them to determine whether to pursue a transaction with Cronos, but that no such transaction has occurred; and

(v) That Seller has conducted its own investigation of Cronos, its financial condition, and its prospects, and is not relying whatsoever upon any advice, representation, or warranty of Purchaser or of any agent of Purchaser or Cronos in deciding to sell the Shares to Purchaser.

5. Delivery of the Shares and Payment. Purchaser shall pay the Purchase Price for the Shares, by wire transfer as specified in paragraph 1 hereof, against delivery of the Shares, free of any restriction (other than restrictions on transfer generally imposed on securities under Federal or state securities laws) to Purchaser or Purchaser’s designee, as Purchaser may notify Seller on or before the Closing. Purchaser’s payment for the Shares shall be considered the “Closing” for purposes of this Agreement.

6. Indemnification. Seller agrees to indemnify and hold Purchaser harmless from and against and to reimburse Purchaser on demand for any damage, loss, cost, or expense (including attorney’s fees and costs of investigation incurred in defending against and/or settling such damage, loss, cost, or expense) reasonably incurred by Purchaser arising out of or in connection with any misrepresentation, breach of warranty, or failure to perform, or violation of any agreement or covenant on the part of Seller under this Agreement.

7. Further Assurances. Each of the parties hereto agrees to use all commercially reasonable efforts to take, or cause to be taken, all actions and things necessary, proper, or advisable to consummate the purchase and sale of the Shares contemplated hereby and to promptly execute and delivery any and all further agreements, documents, or instruments necessary to effectuate this Agreement and the transaction referred to herein or reasonably requested by another party to perfect or evidence its rights hereunder.

8. Commissions. Seller shall be solely responsible for the payment of any brokerage commissions asserted to be due as a result of the transfer of the Shares made by this Agreement by any broker claiming to represent or act on behalf of Seller. Seller shall pay any income, sales, or transfer tax that is assessed or asserted to be due from Seller on account of the transfer of the Shares made by this Agreement.

9. Survival of Representations and Warranties. The representations, warranties, covenants, and agreements contained in this Agreement shall survive the transfer of the Shares made by this Agreement and the payment of the consideration therefor.

10. Termination.

(a) Purchaser may, in his discretion, terminate this Agreement, by notice to Seller at the address specified above, in the event that, through no fault of Purchaser, the Closing has not occurred by the close of business on April 11, 2005.

(b) Seller may, in its discretion, terminate this Agreement, by notice to Purchaser at the address specified above, in the event that, through no fault of Seller, the Closing has not occurred by the close of business on April 11, 2005.

11. Dispute Resolution. Should any dispute arise between the parties under or in connection with this Agreement, then and in such event the parties agree to submit such dispute to arbitration before JAMS, San Francisco, California, or at such other location as the parties may agree upon. Judgment upon any arbitration award rendered by JAMS may be entered in any court having jurisdiction. The prevailing party in any such proceeding shall be entitled to reimbursement of his or its costs, including attorneys’ fees, incurred in the investigation and prosecution or defense of such proceeding. Each of the parties hereto hereby consents to the jurisdiction over the party by JAMS to resolve any dispute hereunder.

12. Choice of Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California.

13. Entire Agreement: Amendments and Waivers. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supersedes all other agreements, understandings, negotiations, and discussions, whether oral or written, of the parties. This Agreement may not be amended except by an instrument in writing signed on behalf of each of the patties hereto. No amendment, supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

14. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

[Signature Page Follows]

If the foregoing sets forth the terms and conditions of our agreement with respect to the purchase and sale of the Shares, please sign, date, and return a copy of this letter agreement to the undersigned by no later than 5:00 p.m., Pacific Standard time, this date, April 5, 2005. If not returned to the undersigned by the close of business on this date, April 5, 2005, then the proposal made herein by the undersigned to purchase the Shares shall be null and void.

		Very truly yours,

		/s/ Peter J. Younger
		Peter J. Younger


THE FOREGOING LETTER AGREEMENT FOR THE PURCHASE AND SALE OF 1,000 COMMON SHARES OF THE CRONOS GROUP IS HEREBY ACCEPTED AND AGREED TO AS OF THIS 5TH DAY OF APRIL, 2005:

WAVELAND PARTNERS, LTD.


By:	/s/ David S. Richter
	David S. Richter
	Director

EX-3 4 a05-6776_1ex3.htm EX-3

Exhibit 3

Dennis J. Tietz

One Front Street, Suite 925

San Francisco, California 94111

Telephone: (415) 677-8990

April 5, 2005

Waveland Partners, Ltd.

227 West Monroe, Suite 4800

Chicago, Illinois 60606

Re:	Purchase and Sale of 5,100 Common
	Shares of The Cronos Group

Gentlemen:

The purpose of this letter agreement (the “Agreement”) is to set forth the terms and conditions pursuant to which Dennis J. Tietz (“Purchaser”), will purchase, and Waveland Partners, Ltd., a Cayman Islands exempted company (hereinafter, “Seller”) will sell, 5,100 common shares (the “Shares”) of The Cronos Group, a holding company organized and existing under the laws of the Grand Duchy of Luxembourg (hereinafter, “Cronos”) (Nasdaq: CNRS).

1. The purchase price (“Purchase Price”) for the Shares shall be $11.88 per Share, or $60,588 in the aggregate, payable in full, by wire transfer, upon satisfaction of the condition set forth in paragraph 5 hereof. Payment of the purchase price shall be made to the following account: