0001104659-05-051227.txt : 20051031 0001104659-05-051227.hdr.sgml : 20051031 20051031152707 ACCESSION NUMBER: 0001104659-05-051227 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20051031 DATE AS OF CHANGE: 20051031 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 INVESTMENTS, LLC GROUP MEMBERS: WAVELAND PARTNERS, LTD. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GROUP CENTRAL INDEX KEY: 0000919869 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47841 FILM NUMBER: 051166274 BUSINESS ADDRESS: STREET 1: 5 RUE GUILLAUME KROLL CITY: L-1882 STATE: N4 ZIP: - BUSINESS PHONE: 3524818283961 MAIL ADDRESS: STREET 1: 5 RUE GUILLAUME KROLL CITY: L-1882 STATE: N4 ZIP: - 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 a05-16981_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. 6)*

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.
900 North Michigan Ave. Suite 1100
Chicago, IL 60611

(312) 506-6500

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

October 28, 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 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) 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)

	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) 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)

	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) 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)

	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) 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)

	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 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

	This Amendment No. 6 to Schedule 13D amends the Schedule 13D dated February 2, 1998, and amended on August 26, 1998, July 8, 1999, December 13, 2001, February 24, 2003 and April 15, 2005 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”), and Waveland Partners, Ltd., a Cayman Islands exempt company limited partnership (“Waveland Partners, Ltd.” 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 September 29, 2005, Waveland Partners, Waveland Partners, Ltd., Waveland Capital Management, Clincher and GM Investment & Co Limited (“Purchaser”) entered into a stock purchase letter agreement, whereby Purchaser agreed to purchase an aggregate of 640,000 Common Shares from Waveland Partners and Waveland Partners, Ltd. (see Item 5(c) hereof)

Item 5.	Interest in Securities of the Issuer
	Item 5 is amended in pertinent part as follows:
	(a) The Reporting Persons own 0 Common Shares representing 0% of the Common Shares outstanding (as reported in Cronos’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2005). (b) The Reporting Persons own 0 Common Shares representing 0% of the Common Shares outstanding (as reported in Cronos’ Quarterly Report on Form 10-Q for the quarter ended June 30, 2005). (c) During the last 60 days, the following transactions were made by the Reporting Persons with respect to the Common Shares:
	On October 28, 2005, Waveland Partners sold 370,341 Common Shares to Purchaser for $11.16 per Common Share. (see Item 4 hereof) On October 28, 2005, Waveland Partners, Ltd. sold 269,659 Common Shares to Purchaser for $11.16 per Common Share. (see Item 4 hereof) Except as set forth above, 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 Items 4 and 5(c) hereof.

Item 7.	Material to Be Filed as Exhibits
Exhibit 1	Joint Filing Agreement
Exhibit 2	Stock Purchase Letter Agreement, dated September 29, 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 Purchaser.

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: October 31, 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

EX-1 2 a05-16981_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 agree 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: October 31, 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

EX-2 3 a05-16981_1ex2.htm EX-2

Exhibit 2

	GM INVESTMENT & CO LIMITED

	Registered address: Suite 975, Europort, Gibraltar
	Postal address: PO Box 714, Gibraltar
	Telephone number: 00 350 51597/ Telefax number: 00 350 51543
	E-mail: admin@gml.gi
	Registration number 82406

September 29, 2005

By Fax: 001 312 660 6520

Att: David Richter

Waveland Partners, L.P.

Waveland Partners, Ltd.

227 West Monroe, Suite 4800

Chicago, Illinois 60606

Re:	Purchase and Sale of 640,000 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 GM Investment & Co Limited (“Purchaser”), will purchase, and Waveland Partners, L.P., an Illinois limited partnership (“Waveland L.P.”) and Waveland Partners, Ltd., a Cayman Islands exempted company (“Waveland Ltd.” and together with Waveland L.P., the “Sellers”) will sell, 640,000 common shares, par value $2.00 per share (the “Shares”), of The Cronos Group, a holding company organized and existing under the laws of the Grand Duchy of Luxembourg (hereinafter, “Cronos”) (Nasdaq: CRNS).

Waveland L.P. is an Illinois limited partnership whose general partner is Waveland Capital Management, L.P., an Illinois limited partnership (“Waveland Capital Management”). The general partner of Waveland Capital Management is Clincher Capital Corporation, an Illinois corporation (“Clincher” and together with Waveland Capital Management, the “General Partners”).

Of the Shares to be sold by Sellers to Purchaser, Waveland L.P. will sell 370,341 of the Shares and Waveland Ltd. will sell 269,659 of the Shares.

1. The purchase price (“Purchase Price”) for the Shares shall be $11.16 per Share, or $7,142,400 in the aggregate, payable in full, by wire transfer, upon satisfaction of the condition set forth in paragraph 4 hereof. Payment of the Purchase Price shall be made to the following accounts:

Waveland Partners, LP:			$ 4,133,005.56
Bank Name:
ABA:
Account Name:
Account Number
FFC:
Account Number

Waveland Partners, Ltd:			$ 3,009,394.44
Bank Name:
ABA:
Account Name:
Account Number
FFC:
Account Number

2. Representations and Warranties of the Sellers and the General Partners. The Sellers and the General Partners hereby represent and warrant to Purchaser that:

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

(ii) Waveland Capital Management is the general partner of Waveland L.P., and Waveland Capital Management has the full right, power and authority to execute this Agreement for and on behalf of Waveland L.P.;

(iii) Clincher is the general partner of Waveland Capital Management, and Clincher has the full right, power and authority to execute this Agreement for and on behalf of Waveland Capital Management;

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

(v) Neither Seller is 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;

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

(vii) 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 Sellers, Waveland Capital Management or Clincher (other than restrictions on transfer generally imposed on securities under Luxembourg law or under applicable securities laws); and

(viii) In deciding to sell the Shares to Purchaser, Sellers have not relied upon any representation or warranty by Purchaser, Cronos or 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 Sellers that:

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

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

(iii) Purchaser acknowledges that Purchaser is voluntarily entering into this Agreement and accepts the risk of the possible future depreciation in the value of the Shares.

4. 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 to Purchaser, free of any restriction on transfer (other than restrictions on transfer generally imposed on securities under Federal or state securities laws). Purchaser’s receipt of the Shares shall be considered the “Closing” for purposes of this Agreement.

5. Indemnification. The Sellers and the General Partners, jointly and severally, agree 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, failure to perform or violation of any agreement or covenant on the part of the Sellers or the General Partners under this Agreement.

6. 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 deliver 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.

7. Commissions. The Sellers, the General Partners and Purchaser acknowledge that there are no brokerage commissions or fees asserted to be due as a result of the transfer of the Shares pursuant to this Agreement. The Sellers, the General Partners and Purchaser further acknowledge that none have engaged a broker in connection with this Agreement.

8. 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.

9. Termination.

(a) Purchaser may, in its discretion, terminate this Agreement, by notice to the Sellers 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 October 7, 2005.

(b) Sellers may, in their discretion, terminate this Agreement, by notice to Purchaser at the address specified above, in the event that, through no fault of the Sellers, the Closing has not occurred by the close of business on October 7, 2005.

10. 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 its costs, including attorneys’ fees, incurred in the investigation and prosecution of such proceeding. Each of the parties hereto hereby consents to the jurisdiction over the party by JAMS to resolve any dispute hereunder.

11. Choice of Law. This Agreement shall be construed, interpreted, and the rights of the parties determined in accordance with the laws of the State of California.

12. Entire Agreement; Amendments and Waivers. This Agreement constitutes the entire agreement between the parties pertaining to the subject matter hereof and supercedes 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 parties hereto. No amendment,

supplement, modification or waiver of this Agreement shall be binding unless executed in writing by the party to be bound thereby.

13. 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., New York Time, on or before the close of business this date, September 29, 2005. If not returned to the undersigned by the close of business on this date, September 29, 2005, then the proposal made herein by Purchaser to purchase the Shares shall be null and void.

	Very truly yours,

	/s/ Nick Kelling
	GM Investment & Co Limited

THE FOREGOING LETTER AGREEMENT FOR THE PURCHASE AND SALE OF 640,000 COMMON SHARES OF THE CRONOS GROUP IS HEREBY ACCEPTED AND AGREED TO AS OF THE DATE FIRST WRITTEN ABOVE

WAVELAND PARTNERS, L.P.

By:	Waveland Capital Management, L.P. General Partner

By:	Clincher Capital Corporation General Partner


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


WAVELAND PARTNERS, LTD.


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

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Under the Securities Exchange Act of 1934 (Amendment No. 6)*

Signature

Under the Securities Exchange Act of 1934
(Amendment No. 6)*