Unassociated Document

-----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, GoVDOf2x/O79AwAPJ7+JswWdtGTNnLkKfy5T7DIe7IrmTN4+/Be4zydKtPIiIkuC 2uPtfXdBNV9r33O079BPIQ== 0001144204-07-028020.txt : 20070522 0001144204-07-028020.hdr.sgml : 20070522 20070522141024 ACCESSION NUMBER: 0001144204-07-028020 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070522 DATE AS OF CHANGE: 20070522 GROUP MEMBERS: CRX ACQUISITION LTD. GROUP MEMBERS: FB TRANSPORTATION CAPITAL LLC 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: 07870704 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: FORTIS BANK S A NV CENTRAL INDEX KEY: 0001392530 IRS NUMBER: 980507899 STATE OF INCORPORATION: C9 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: MONTAGNE DU PARC STREET 2: 1000 BRUSSELS CITY: BRUSSELS STATE: C9 ZIP: 00000 BUSINESS PHONE: 212 418 8700 MAIL ADDRESS: STREET 1: MONTAGNE DU PARC STREET 2: 1000 BRUSSELS CITY: BRUSSELS STATE: C9 ZIP: 00000 SC 13D/A 1 v075974_sc13da.htm Unassociated Document

Common Shares

Cusip No. L20708-10-0

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934

(Amendment No. 1)

The Cronos Group

(Name of Issuer)

Common Shares, $2.00 per share

(Title of Class of Securities)

No. L20708-10-0

(CUSIP Number)

Roy C. Andersen, Esq.

520 Madison Avenue

2nd Floor

New York, New York 10022

(212) 418-8700

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

with a copy to:

Marc H. Folladori

Mayer, Brown, Rowe & Maw LLP

700 Louisiana Street

Suite 3400

Houston, Texas 77002

(713) 238-3000

May 16, 2007

(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 which 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 མ

Cusip No. L20708-10-0

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) Fortis Bank S.A./N.V. IRS ID No. 98-0507899
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Belgium
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER -0-
		8	SHARED VOTING POWER 300,000
		9	SOLE DISPOSITIVE POWER -0-
		10	SHARED DISPOSITIVE POWER 300,000
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 300,000
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.9%
14	TYPE OF REPORTING PERSON CO

Cusip No. L20708-10-0

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) FB Transportation Capital LLC IRS ID No. 13-3015333
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON OO

Cusip No. L20708-10-0

1	NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON (ENTITIES ONLY) CRX Acquisition Ltd. IRS ID No. - Applied For
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) x (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS AF; OO
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 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-
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES x
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 0.0%
14	TYPE OF REPORTING PERSON CO

ITEM 1. SECURITY AND ISSUER.

This Amendment No. 1 (the “Amendment”) amends the Schedule 13D (the “Original Schedule 13D”) filed on March 12, 2007 by Fortis Bank S.A./N.V. (“Fortis Bank”), FB Transportation Capital LLC (“FB Transportation”) and CRX Acquisition Ltd. (“CRX”) (Fortis Bank, FB Transportation and CRX being referred to, collectively, as the “Reporting Persons”).¹ This Amendment relates to the common shares, par value $2.00 per share (the “Common Shares”), of The Cronos Group, a Luxembourg limited liability company (société anonyme holding) organized and existing under the laws of the Grand Duchy of Luxembourg (the “Issuer”). The principal executive offices of the Issuer are located at 5, rue Guillaume Kroll, L-1882 Luxembourg. The term “Fortis” when used in this Amendment and in the Original 13D refers to the Fortis Group of companies, and individual companies within that group, including, where the context requires, FB Transportation, Fortis Bank and Fortis Capital Corp.

This Amendment is being filed to amend Items 2, 3, 4, 6 and 7 of the Original Schedule 13D.

ITEM 2. IDENTITY AND BACKGROUND.

Item 2 of the Original 13D is hereby amended by replacing in their entirety Schedules I-A, I-B and I-C to the Original 13D with Schedules I-A, I-B and I-C attached to this Amendment.

The name, business address, present principal occupation or employment and citizenship of each member of the executive committee of Fortis Bank are set forth in Schedule I-A to this Amendment and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each member of the board of managers and each executive officer of FB Transportation are set forth in Schedule I-B to this Amendment and are incorporated herein by reference. The name, business address, present principal occupation or employment and citizenship of each executive officer and director of CRX are set forth in Schedule I-C to this Amendment and are incorporated herein by reference.

During the last five years, none of the Reporting Persons, nor, to the knowledge of each of the Reporting Persons, any of the persons listed on Schedules I-A, I-B or I-C to this Amendment, (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.

The description of the “Transactions” set forth in Item 4 below is incorporated by reference in its entirety into this Item 3.

CRX estimates that the total amount of funds necessary to consummate the Transactions (as defined in Item 4) will range between approximately $245.0 million and $260.0 million. Of this amount, approximately $6.8 million to $8.8 million cash will be funded by equity contributions to CRX by FB Transportation and certain current members of the senior management team of the Issuer (defined in Item 4 below as the “Management Investors”). CRX has received equity commitment letters from FB Transportation and each such individual, under which FB Transportation and these individuals have agreed severally to make aggregate capital contributions of up to $8.8 million to CRX for common shares. It is also contemplated that at the closing of the Transactions, certain Fortis employees (including Milton J. Anderson, a director and officer of CRX and FB Transportation, and Menno van Lacum, an officer and director of CRX and an officer of FB Transportation) will purchase common shares of CRX for an aggregate amount of up to $3.0 million, subject to the satisfaction of certain conditions. In addition, within 60 days after the closing of the Transactions, third party investors may invest up to $4.0 million to purchase additional common shares of CRX at the same purchase price per share that FB Transportation, the Management Investors and any such Fortis employees paid at closing for their common shares.

_________________

¹ Neither the present filing nor anything contained herein shall be construed as an admission that any Reporting Person constitutes a “person” for any purpose other than for compliance with Section 13(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

The remainder of the sums required to complete the Transactions will be funded by FB Transportation, which simultaneously with the closing of the Transactions, will purchase from CRX the marine container assets and the 50% membership interest in CF Leasing sold by the Issuer to CRX, as described in Item 4 below. FB Transportation will then transfer to CF Leasing as a capital contribution the marine container assets it acquires from CRX. From these cash equity contributions and purchase price sums, CRX will repay certain outstanding indebtedness of the Issuer and its subsidiaries and will pay certain transaction costs. The source of the cash equity contributions and purchase price to be paid by FB Transportation to CRX will be advances to FB Transportation from affiliates of Fortis Bank. From and after the closing of the Transactions, it is anticipated that CRX will engage in the business of managing the marine container assets acquired by FB Transportation and CF Leasing from the Issuer and its subsidiaries, as well as marine container assets owned by other persons and entities.

The amounts described above should be considered approximations only. Because the actual amounts of indebtedness outstanding and actual asset values will not be known until on or about the time of the closing of the Transactions, these amounts are estimated and are subject to change.

ITEM 4. PURPOSE OF TRANSACTIONS.

On February 28, 2007, the Issuer entered into an Asset Purchase Agreement (the “Assets Agreement”) with FB Transportation and CRX. The Assets Agreement provides that, upon the terms and subject to the conditions set forth in such agreement, CRX will acquire all of the assets of the Issuer and assume all of its liabilities (the “Assets Sale”). The purchase price for the assets is approximately $133.7 million. This price was negotiated to enable the Issuer to make a distribution in liquidation to its shareholders of $16.00 per share, without interest and subject to any required withholding of taxes. The closing sales price per share of the Common Shares of the Issuer on The Nasdaq Global Market on February 28, 2007, prior to the public announcement of the Assets Agreement, was $14.96.

The summary of the Assets Agreement contained in this Item 4 does not purport to be complete and is qualified in its entirety by reference to the Assets Agreement, which is referenced herein as Exhibit 7.02 and incorporated by reference in its entirety into this Item 4.

FB Transportation has agreed with CRX that at the same time as the Assets Sale, it will purchase from CRX substantially all of the marine container assets to be acquired by CRX from the Issuer and its subsidiaries. In connection with these purchases, FB Transportation will also purchase from CRX the common shares in CF Leasing Ltd., a Bermuda exempted company (“CF Leasing”) that CRX will acquire from the Issuer as part of the Assets Sale. CF Leasing is a joint venture that is currently 50%-owned by a subsidiary of the Issuer and 50%-owned by FB Transportation. Two representatives of FB Transportation - Milton J. Anderson (chief executive officer and a member of the board of managers of FB Transportation) and Merijn Zondag (a member of the board of managers of FB Transportation) - are members of the board of directors of CF Leasing. CF Leasing owns and invests in marine container assets that are currently managed by the Issuer and its subsidiaries. The proceeds from these purchases by FB Transportation will be applied by CRX to pay the purchase price for the Assets Sale and to assume, repay or refinance indebtedness of the Issuer and its subsidiaries outstanding as of the closing date of the Assets Sale.

The Assets Sale and its related transactions (including the subsequent liquidation and dissolution of the Issuer), the purchase of the owned marine container assets and joint venture interest by FB Transportation from CRX, and the assumption, repayment and refinancing of indebtedness of the Issuer and its subsidiaries, are referred to herein collectively as the “Transactions.”

Following the completion of the Transactions, CF Leasing would own substantially all of the marine container assets formerly owned by the Issuer and its subsidiaries. CRX would manage the leasing activities concerning the marine container assets owned by CF Leasing, in addition to other marine container assets owned by third parties.

The closing of the Assets Sale and related matters will be subject to (i) the consent of certain third parties and (ii) the approval by the Issuer’s shareholders of the Assets Sale and related matters (including shareholder approval of a plan of liquidation and dissolution) at a shareholder meeting or shareholder meetings to be called and convened by the Issuer.

If the Assets Sale and related matters are consummated, it is expected that the Issuer’s Common Shares will be delisted from The Nasdaq Global Market and will cease to be registered under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). CRX will be privately owned by certain members of the senior management team of the Issuer and FB Transportation, and certain Fortis employees and third-party investors may also own CRX common shares. It is currently anticipated that following the completion of the Transactions, FB Transportation will own, of record and beneficially, less than 40% of the total outstanding common shares of CRX.

In connection with the execution of the Assets Agreement, on February 28, 2007, CRX entered into a Support Agreement (the “Support Agreement”) with certain director and management shareholders of the Issuer and their affiliates (the “Support Shareholders”). The Support Shareholders are (i) S. Nicholas Walker (a director of the Issuer), (ii) The Lion Fund Limited, York Lion Fund, L.P. and YorkProp Limited (affiliates of Mr. Walker), (iii) Dennis J. Tietz (the chief executive officer of the Issuer) and (iv) Peter J. Younger (the president of the Issuer). The Support Agreement obligates the Support Shareholders to: (i) vote all Common Shares owned by them in favor of the Assets Agreement and the transactions contemplated by the Assets Agreement, (ii) vote against any merger, business combination, or similar transaction (other than the Assets Sale and the other transactions contemplated by the Assets Agreement), and (iii) not transfer his or its Common Shares pending completion of the shareholder meetings to be called to approve the Assets Sale and the related transactions, or until the earlier termination of the Assets Agreement. The Support Shareholders also agreed to grant irrevocable proxies to CRX to vote the Common Shares owned by them, and they agreed that they would not transfer their Common Shares to third parties or enter into any voting agreement, voting trust or similar arrangement, or grant any other proxies with respect to their shares, except as permitted under the Support Agreement. The Support Shareholders own, in the aggregate, approximately 19% of the outstanding Common Shares of the Issuer.

The Issuer’s board of directors also determined that the transactions contemplated by the Assets Agreement, including the Assets Sale, represented a “permitted offer” under the Issuer’s shareholders’ rights agreement, dated as of October 28, 1999. As a result, any requirement to issue any rights as provided under the rights agreement would not be triggered by the filing of a Schedule 13D due to the execution of the Support Agreement.

It is expected that following the closing of the Assets Sale, (i) Peter J. Younger, the current president of the Issuer, will become the chief executive officer of CRX, (ii) Frank P. Vaughan, the chief financial officer of the Issuer, will become the chief financial officer of CRX and (iii) John C. Kirby, the current senior vice president-operations of the Issuer, will serve CRX in a similar capacity. In addition, Dennis J. Tietz, currently the chairman and chief executive officer of the Issuer, is expected to become vice-chairman of the board of directors of CRX.

Messrs. Tietz, Younger, Vaughan and Kirby (the “Management Shareholders”) entered into equity commitment letter agreements with CRX dated February 28, 2007 (as amended), to purchase, immediately prior to the closing of the Assets Sale, for an aggregate amount of $2.0 million cash, 2,000,000 common shares of CRX at a price of $1.00 per share. The Management Shareholders may, in their discretion, and at the same per share price, purchase up to an additional $2.0 million of additional common shares of CRX. FB Transportation also entered into an equity commitment letter agreement with CRX dated February 28, 2007 (as amended on May 22, 2007), to purchase, immediately prior to the closing of the Asets Sale, for an aggregate amount of $4.8 million cash, 4,800,000 common shares of CRX at a price of $1.00 per share.

It is also contemplated that at closing, certain Fortis employees (including Milton J. Anderson, an officer and director of CRX and FB Transportation, and Menno van Lacum, an officer and director of CRX and an officer of FB Transportation) will purchase common shares of CRX for an aggregate amount of up to $3.0 million, subject to the satisfaction of certain conditions. In addition, within 60 days after the closing of the Assets Sale, third party investors may invest up to $4.0 million to purchase additional common shares of CRX at the same purchase price per share that FB Transportation, the Management Investors and any such Fortis employees paid at closing for their common shares.

After all of the transactions described in the preceding paragraphs are completed, it is anticipated that the ownership distribution of equity in CRX shall be as follows: (i) FB Transportation will own between 30% and 40% of the outstanding common shares, (ii) the Management Shareholders will own between 20% and 30% of the outstanding common shares, (iii) Fortis employees will own between 15% and 25% of the outstanding common shares and (iv) third-party investors will own between 15% and 25% of the outstanding common shares. These percentages reflect a proposed grant of restricted common shares to be granted to Mr. Younger at or shortly after the completion of the Transactions. It is currently expected that immediately following the completion of the Transactions, the entire board of directors of CRX would (for at least a two-year period) consist of five members: Messrs. Younger and Tietz, two directors to be designated by FB Transportation and one director to be designated by the unanimous consent of Messrs. Younger and Tietz and FB Transportation.

Messrs. Tietz and Younger have also agreed to enter into employment agreements with CRX to be effective at the closing of the Assets Sale. Mr. Younger’s employment agreement will provide that he be granted an award of restricted common shares of CRX, to vest over time (or to vest sooner upon a “change in control” of CRX, CRX’s termination of Mr. Younger without cause or Mr. Younger’s resignation for “good reason”). Messrs. Vaughan’s and Kirby’s current employment agreements with a subsidiary of the Issuer are expected to remain in effect and will not be affected by the Assets Sale and the related transactions contemplated under the Assets Agreement.

The Assets Agreement requires the Issuer, subject to certain exceptions: (i) to conduct its business in the ordinary course and consistent with past practice during the period between execution of the Assets Agreement and closing of the Assets Sale, and (ii) not to engage in certain transactions outside of the ordinary course of its business during such period. The Assets Agreement prohibits the Issuer from making dividend distributions to its shareholders prior to closing of the Assets Sale or the earlier termination of the Assets Agreement, except for: (i) a $0.08 per share dividend declared by the Issuer’s board of directors for the first calendar quarter of 2007, and (ii) if the closing of the Assets Sale has not occurred by August 15, 2007, at the discretion of the Issuer’s board of directors, a dividend for the third calendar quarter of 2007 that will be consistent with the dividend declared by the Issuer’s board on November 9, 2006.

The obligations of CRX and FB Transportation under the Assets Agreement are guaranteed by Fortis Bank’s Cayman Islands Branch.

The Reporting Persons do not plan to acquire additional Common Shares of the Issuer or dispose of any Common Shares, although they do reserve the right to do so. The Assets Agreement and the transactions contemplated thereby could result in one or more of the actions specified in clauses (a)-(j) of Item 4 of Schedule 13D, including the acquisition or disposition of additional securities of the Issuer, a merger or other extraordinary transaction involving the Issuer, a change to the present board of directors of the Issuer, a change to the present capitalization or dividend policy of the Issuer, the delisting of the Issuer's securities from the Nasdaq Global Market and the causing of a class of equity securities of the Issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act.

ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The description of the Transactions and related matters set forth in Item 4 above is incorporated by reference in its entirety into this Item 6.

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS

Item 7 is hereby amended to reflect the filing of Amendment No. 1 to FB Transportation Capital LLC Equity Commitment Letter dated May 22, 2007, as Exhibit 7.09 thereto.

EXHIBIT	DESCRIPTION
7.01	Joint Filing Agreement, dated as of March 12, 2007 by and among Fortis Bank S.A./N.V., FB Transportation Capital LLC and CRX Acquisition Ltd.*
7.02	Asset Purchase Agreement dated February 28, 2007 by and among The Cronos Group, FB Transportation Capital LLC and CRX Acquisition Ltd. (incorporated by reference to Exhibit 2.1 of the Current Report on Form 8-K filed by The Cronos Group with the Securities and Exchange Commission on March 2, 2007).
7.03	FB Transportation Capital LLC Equity Commitment Letter dated February 28, 2007.*
7.04	Guarantee of Fortis Bank S.A./N.V. dated February 28, 2007 (incorporated by reference to Exhibit 2.2 of the Current Report on Form 8-K filed by The Cronos Group with the Securities and Exchange Commission on March 2, 2007).
7.05	Support Agreement dated February 28, 2007 by and among CRX Acquisition Ltd., S. Nicholas Walker, The Lion Fund Limited, York Lion Fund, L.P., YorkProp Limited, Dennis J. Tietz and Peter J. Younger (incorporated by reference to Exhibit 99.1 to Amendment No. 5 to Schedule 13D filed with the SEC on March 5, 2007 by S. Nicholas Walker, The Lion Fund Limited, York Lion Fund, L.P., York GP, Ltd., York Asset Management Limited and YorkProp Limited).
7.06	Power of Attorney, dated March 12, 2007, relating to Fortis Bank S.A./N.V. *
7.07	Power of Attorney, dated March 12, 2007, relating to FB Transportation Capital LLC. *
7.08	Power of Attorney, dated March 12, 2007, relating to CRX Acquisition Ltd.*
7.09	Amendment No. 1 to FB Transportation Capital LLC Equity Commitment Letter dated May 22, 2007.**

*	Previously Filed with Original Schedule 13D

**	Filed herewith

SIGNATURES

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: May 22, 2007

	FORTIS BANK S.A./N.V.


	By:	/s/ Adam DiMartino
	Name: Adam DiMartino
	Title: Attorney-in-fact


	FB TRANSPORTATION CAPITAL LLC


	By:	/s/ Adam DiMartino
	Name: Adam DiMartino
	Title: Attorney-in-fact


	CRX ACQUISITION LTD.


	By:	/s/ Adam DiMartino
	Name: Adam DiMartino
	Title: Attorney-in-fact

SCHEDULE I-A

FORTIS BANK S.A./N.V.

The name of each member of the executive committee of Fortis Bank S.A./N.V. is set forth below.

The business address of each executive committee member listed below is c/o Montagne du Parc 3, 1000 Brussels, Belgium.

Each person listed below is a citizen of Belgium except for Messrs. van Harten and Kloosterman, both of whom are citizens of The Netherlands. The present principal occupation or employment of each of the listed persons is set forth below.

Name	Present Principal Occupation

Jean-Paul Votron	Chairman of the Board and Chief Executive Officer
Herman Verwilst	Deputy Chief Executive Officer and Chief Operating Officer
Gilbert Mittler	Chief Financial Officer
Jos Clijsters	General Manager - Retail Banking (Belgium) and Country Manager in Belgium
Filip Dierckx	Chief Executive Officer - Merchant & Private Banking
Peer van Harten	Chief Executive Officer - Insurance
Jozef De Mey	Chief Investments Officer
Karel De Boeck	Chief Risk Officer
Lex Kloosterman	Chief Strategy Officer

SCHEDULE I-B

FB TRANSPORTATION CAPITAL LLC

FB Transportation Capital LLC is a single-member Delaware limited liability company that has no directors. FB Transportation Capital LLC is managed by a Board of Managers in accordance with the Delaware Limited Liability Company Act, as amended. The name, position, present principal occupation and citizenship of each member of the board of managers and each officer of FB Transportation Capital LLC are set forth below.

The business address for all of the members of the board of managers and officers listed below is c/o 520 Madison Avenue, 2^nd Floor, New York, New York 10022.

Name	Position with FB Transportation Capital LLC	Present Principal Occupation	Citizenship
Waldo Abbot	Member of Board of Managers	U.S. Country Manager - Fortis Bank	U.S.
Jean-Pierre Paulet	Member of Board of Managers	Deputy U.S. Country Manager - Fortis Bank	Belgium
Milton J. Anderson	Chief Executive Officer and Member of Board of Managers	Managing Director - Principal Finance Group of Fortis Capital Corp.	U.S.
Frans van Lanschot	Member of Board of Managers	Member of the Executive Board - Fortis Bank (Nederland) N.V.	The Netherlands
Merijn Zondag	Member of Board of Managers	Managing Director - Principal Finance of Fortis Bank N.V.	The Netherlands
Roy C. Andersen	Executive Vice President, Secretary and General Counsel	General Counsel - Regulatory Affairs - Fortis Bank	U.S.
John C. Rieger	Chief Financial Officer and Treasurer	Chief Financial Officer for North America - Fortis Bank	U.S.
Menno Albert van Lacum	Vice President	Director - Principal Finance Group of Fortis Capital Corp.	The Netherlands

SCHEDULE I-C

The name, business address, present principal occupation and citizenship of each director and executive officer of CRX Acquisition Ltd., and his or her respective position with CRX Acquisition Ltd. are set forth below.

Name	Business Address	Present Principal Occupation	Citizenship	Position with CRX Acquisition Ltd.
Milton J. Anderson	Fortis Capital Corp. 11001 West 120^th Avenue, Suite 400 Broomfield, Colorado 80021	Managing Director - Principal Finance Group of Fortis Capital Corp.	U.S.	Director and President
Menno Albert van Lacum	Fortis Capital Corp. Two Embarcadero Center, Suite 1330 San Francisco, California 94111	Director - Principal Finance Group of Fortis Capital Corp.	The Netherlands	Director and Vice President

EX-7.09 2 v075974_ex7-9.htm Unassociated Document

Exhibit 7.09

May 22, 2007

To:	CRX Acquisition Ltd.

c/o Fortis Capital Corporation

153 East 53^rd Street, 27^th Floor

New York, New York 10022

Re:	The Cronos Group (Codename: Dolphin) – FB Transportation Capital LLC – Amendment No. 1 to Equity Commitment Letter (the “Amendment”)

Gentlemen:

Reference is made to the Asset Purchase Agreement, dated as of the date hereof (as it may be amended from time to time, the “Asset Purchase Agreement”), by and among CRX Acquisition Ltd., a Bermuda exempted company (“Purchaser”), FB Transportation Capital LLC, a Delaware limited liability company, and The Cronos Group, a limited liability company (société anonymé holding) organized and existing under the laws of the Grand Duchy of Luxembourg (the “Company”), pursuant to which Purchaser, or a permitted assignee of Purchaser, will acquire the assets and assume the liabilities of the Company subject to and in accordance with its terms. Reference is also made to that certain Equity Commitment Letter, dated as of February 28, 2007, by and between Purchaser and FB Transportation Capital LLC (the “Equity Commitment Letter”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Asset Purchase Agreement or the Equity Commitment Letter, as the case may be.

Purchaser and the undersigned have agreed to certain changes to Schedule B attached to the Equity Commitment Letter and desire to enter into this Amendment to incorporate such changes into the Equity Commitment Letter. Specifically, Purchaser and the undersigned hereby agree to amend the Equity Commitment Letter by deleting in its entirety Schedule B attached to the Equity Commitment Letter and replacing it with Schedule B attached to this Amendment, which is made a part hereof.

Except as it is amended by the terms hereof, the terms of the Equity Commitment Letter are hereby ratified and confirmed by the parties in all respects. Each of Purchaser and the undersigned agree that, notwithstanding anything to the contrary contained in the Equity Commitment Letter or in any other agreement between the parties, Purchaser and the undersigned are entering into this Amendment for the specific purpose of amending the Equity Commitment Letter as set forth in the immediately preceding paragraph. Except as set forth in the immediately preceding paragraph, the terms of the Equity Commitment Letter shall continue in full force and effect in accordance with its terms. In the event of any conflict or ambiguity between this Amendment (including this paragraph) and the Equity Commitment Letter, the terms and conditions of this Amendment shall prevail.

This Amendment constitutes the entire agreement between Purchaser and the undersigned with respect to the subject matter hereof. There are no agreements, representations, warranties, promises, covenants, commitments or undertakings other than those expressly set forth herein. This Amendment supersedes all prior agreements, representations, warranties, promises, covenants, commitments and undertakings, whether written or oral, with respect to the subject matter contained herein. This Amendment may be executed in several counterparts, all of which taken together shall constitute one single agreement between Purchaser and the undersigned.

[Remainder of page intentionally left blank]

Very truly yours,

FB TRANSPORTATION CAPITAL LLC

By:

/s/ Milton J. Anderson

Name: Milton J. Anderson

Title: Chief Executive Officer

Accepted and Acknowledged as of

the date first written above:

CRX ACQUISITION LTD.

By:	/s/ Milton J. Anderson Name: Milton J. Anderson Title: President

SCHEDULE B

SUMMARY OF TERMS

FOR COMMON SHARES FINANCING OF

CRX ACQUISITION LTD.

This Summary of Terms summarizes the principal terms of the proposed equity financing of CRX Acquisition Ltd., a Bermuda exempted company (“Purchaser”) in connection with its formation and its subsequent capitalization. It is intended that Purchaser will (i) acquire all of the assets and assume all of the liabilities of The Cronos Group, a limited liability company (société anonymé holding) organized and existing under the laws of the Grand Duchy of Luxembourg (the “Company”), (ii) sell and transfer the interests in container assets formerly owned by the Company and its affiliates to FB Transportation Capital LLC, a Delaware limited liability company (“FB Transportation”), or an affiliate or affiliates thereof (the transactions referred to in clauses (i) and (ii) above being hereinafter referred to collectively as the “Transaction”), and (iii) manage container assets owned by CF Leasing Limited (a Bermuda exempted company) and/or any of its affiliates (and their respective successors and assigns), and other container assets owned by third parties, following consummation of the Transaction.

It is contemplated that Dennis J. Tietz, Peter J. Younger, Frank P. Vaughan and John C. Kirby, each of which are current officers and/or directors of the Company (such individuals being referred herein to as the “Management Parties”) will purchase at the closing of the Transaction (the “Closing”), along with FB Transportation, common shares, US $0.01 par value, of Purchaser (the “Common Shares”) in connection with Purchaser’s capitalization in connection with the Transaction. It is also contemplated that at the Closing, certain Fortis employees (including directors and officers of Purchaser and FB Transportation) (collectively, “Fortis Employees”) will purchase Common Shares of Purchaser, subject to the satisfaction of certain conditions. In addition, within sixty (60) days after the Closing, third party investors (the “Third Party Investors”) may purchase additional Common Shares from Purchaser. FB Transportation, the Management Parties, any Fortis Employees, any Third Party Investors and any other person or entity that becomes or is deemed to become a party to or agrees to be bound by the terms of the Shareholders Agreement are sometimes referred to herein as the “Shareholders.” Any Third Party Investors that purchase Common Shares of Purchaser in accordance with this Summary of Terms will be subject to the prior approval by FB Transportation, which approval will not be unreasonably withheld.

This Summary of Terms includes the basic proposed rights, preferences and obligations of the Shareholders, which are to be in embodied in the governance documents of Purchaser and other agreements among the Shareholders. In addition to the terms set forth in this Summary of Terms, the initial Shareholders intend to negotiate additional customary terms for inclusion in the governance documents and such other agreements. All sums in dollars contained herein shall refer to U.S. Dollars.

Offering Terms
Closing Date:	As of the closing of the Transaction.
Initial Shareholders:	At Closing, the Management Parties will acquire from Purchaser a minimum of 2,000,000 Common Shares, which amount may be increased up to a maximum of 4,000,000 Common Shares, in exchange for their contribution of cash. At Closing, FB Transportation will acquire from Purchaser 4,800,000 Common Shares in exchange for its contribution of cash. It is also contemplated that at Closing, certain Fortis Employees will purchase up to 3,000,000 Common Shares from Purchaser in exchange for their contribution of cash, subject to the satisfaction of certain conditions. Within sixty (60) days after Closing, Third Party Investors may purchase up to 4,000,000 Common Shares in exchange for their contribution of cash, at the same purchase price per Common Share that FB Transportation, the Management Investors and any Fortis Employees paid for those shares at Closing.
Price Per Common Share of Purchaser to be Acquired:	US $1.00 per share
Counsel and Expenses:	Each party shall pay its own expenses incurred in connection with the matters contemplated herein, including the completion of the Transaction and/or the termination of the definitive agreements governing same, irrespective of the completion of the transactions contemplated hereunder.
	CHARTER

General:

Except as described below, the Charter will include standard terms. “Blank Check” preferred shares will be authorized permitting the creation and issuance of preferred shares by the Board of Directors of Purchaser (the “Board”) in the future, although the issuance of any preferred shares will be subject to the terms and conditions of the Shareholders Agreement described below. Supermajority shareholder voting provisions will be required in connection with the approval and adoption of certain transactions and events, as described below under “Liquidation Events”.

	SHAREHOLDERS AGREEMENT
General:	The Shareholders Agreement will address how the Board is to be composed, how the Shareholders fit into that scheme, and shareholder voting agreement provisions to enforce the intended Board composition terms and related matters.
Dividends:	Dividends will be paid in respect of Common Shares when, as and if declared by the Board, but subject in all respects to “Matters Requiring Board Approval” below.
Information Rights:	Purchaser will deliver to the holders of Common Shares (i) audited consolidated financial statements no later than 120 days after the end of each fiscal year, (ii) unaudited consolidated quarterly financial statements no later than 60 days after each quarter and (iii) such operational information as reasonably requested by FB Transportation and the Third Party Investors.
Board Matters / Voting Rights:	Purchaser’s Board shall initially be composed of five members: (i) Dennis J. Tietz, (ii) Peter J. Younger, (iii) two directors designated exclusively by FB Transportation (the “Fortis Directors”) and (iv) one director approved by the unanimous consent of FB Transportation, Dennis J. Tietz, and Peter J. Younger. Any replacements for the director positions held by the Fortis Directors must be first approved by FB Transportation. In addition, any replacements for the director positions held by Mr.. Tietz or Mr. Younger must also be first approved by FB Transportation. These arrangements will remain in effect through June 30, 2009.
Restriction on Transfer:	Prior to June 30, 2012, the Shareholders shall not transfer or otherwise dispose of any Common Shares or securities convertible, exercisable or exchangeable into Common Shares, except (i) to an affiliate, in the case of FB Transportation and any Third Party Investor that is not an individual, or a trust or other estate planning vehicle, in the case of any Management Party, any Fortis Employee or any Third Party Investor that is an individual (each, a “Permitted Transferee”), (ii) pursuant to a Public Offering (defined below) approved in accordance with, and as described in, “Matters Requiring Board Approval” below, (iii) to Purchaser, (iv) to another Shareholder so long as the transferee complies with all conditions described under “Right of First Refusal/Tag Along,” “Drag Along” and “Repurchase of Management Shares” below, (v) any transfer that is approved by Shareholders holding collectively 65% or more of the outstanding voting shares of Purchaser, so long as the transferring Shareholder complies with all conditions described under “Right of First Refusal/Tag Along,” “Drag Along” and “Repurchase of Management Shares” below, (vi) any transfer by FB Transportation to any person or entity within ninety (90) days following the Closing, provided the transferee agrees in writing to comply with the terms of the Shareholders Agreement, or (vii) for any transfer under “Special Right of Sale for FB Transportation” below. The foregoing shall not affect any restrictions on transfer imposed under state or federal securities laws.

Right of First Refusal/Tag Along:	Purchaser (first) and then the Shareholders (second) shall have a right of first refusal with respect to the proposed sale of any Common Shares or any other equity in Purchaser by any of the Shareholders, in each case with a right of oversubscription of Common Shares unsubscribed by the other holders of Common Shares. In addition, before any Shareholders may offer to sell collectively 35% or more of Purchaser’s outstanding Common Shares, they must give the other Shareholders an opportunity to participate in such sale on a basis proportionate to the amount of securities held by the potential seller(s) and those held by the other Shareholders.
Drag Along:	If one or more Shareholders holding collectively at least 75% of the outstanding Common Shares propose to sell these Common Shares to a third party (who is not a Permitted Transferees), and such sale shall have been approved by FB Transportation, then the selling Shareholders shall have the right to require each other Shareholder to include in such sale the Common Shares of each such other Shareholder.
Special Right of Sale for FB Transportation:	If FB Transportation or any affiliate(s) of FB Transportation that own Common Shares determines in good faith that the enactment, amendment or interpretation of a law or governmental rule or regulation has made ownership of Common Shares or continued performance under the Shareholders Agreement impossible or illegal, or reasonably certain to result in an adverse effect on the business of FB Transportation or any of its affiliate(s), then FB Transportation shall promptly notify Purchaser and the other Shareholders thereof, which notice shall constitute an irrevocable offer to sell all Common Shares owned by FB Transportation and its applicable affiliate(s) to Purchaser and the remaining Shareholders pursuant to the terms of the Shareholders Agreement. If Purchaser and the remaining Shareholders fail to purchase all such Common Shares, then all or any portion of such remaining Common Shares may be retained or freely transferred by FB Transportation and its applicable affiliate(s) to any third party, notwithstanding any restrictions set forth in the Shareholders Agreement.
Budget Approval:	Purchaser will cause its management to prepare and to submit to the Board for approval, at least thirty (30) days prior to the end of each fiscal year, (i) a comprehensive operating budget forecasting Purchaser’s revenues, expenses, and cash position on a quarter-to-quarter basis for the upcoming fiscal year and (ii) a quarter-to-quarter capital expenditure budget for the upcoming fiscal year, both of which shall not become effective until approved by the Board.

Matters Requiring 75% Board Approval:

Unless approved by the affirmative vote of at least 75% of the entire Board, Purchaser shall not, and the Shareholders shall take all necessary action to cause Purchaser not to:

(A) (i) liquidate, dissolve or wind up its affairs, or effect any Liquidation Event (as defined below) (except as contemplated under the sections entitled “Tag Along” and “Drag Along” below); (ii) authorize or create any class or series of, or increase the authorized number of, or issue, any shares (including the Common Shares), or any options, warrants or other rights or securities convertible into or exercisable or exchangeable for, or otherwise relating to, any such shares, options, warrants, rights or securities (collectively, “Equity Securities”) (other than with respect to one million five hundred thousand (1,500,000) Common Shares, including those issuable upon exercise of options, which may be issued to employees and directors of Purchaser under an equity incentive compensation plan to be approved by the Board (which approval shall require the affirmative vote of both Fortis Directors), (iii) amend, alter, or repeal any provision of the charter, byelaws, and any other constituent governing documents of Purchaser; (iv) purchase or redeem, or declare or pay any dividend on, any Common Shares, (v) create or authorize the creation of any debt security (and any extension, renewal, refinancing or replacement thereof); (vi) adopt or approve any stock option plan or other executive equity compensation plan or benefit plan (other than as referred to in sub-clause (ii) of this paragraph; or (vii) increase or decrease the size of the Board. The foregoing shall not affect or be applicable to the 1,300,000 Restricted Common Shares to be granted to Peter Younger at Closing pursuant to the terms of his employment agreement, and such 1,300,000 Restricted Common Shares to be granted to Mr. Younger shall not be counted toward the 1,500,000 Common Shares limitation set forth above in sub-clause (ii) of this sub-paragraph.

(B) (i) make any loan or advance to, or acquire (whether by purchase, merger, amalgamation, recapitalization, consolidation or otherwise) any shares or other securities of, any corporation, partnership or other entity unless it is directly or indirectly wholly-owned by Purchaser prior to such loan, advance or acquisition; (ii) make any loan or advance to any other person other than the extension of trade credit in the ordinary course of Purchaser’s business; (iii) guarantee any indebtedness or obligations of another, except for indebtedness of any subsidiary of Purchaser, or trade accounts of any subsidiary of Purchaser arising in the ordinary course of Purchaser’s business; (iv) make any investment other than investments in prime commercial paper, money market funds, certificates of deposit in any United States bank having a net worth in excess of $30,000,000 or obligations issued or guaranteed by the United States of America, in each case having a maturity not in excess of two years; (v) incur any aggregate indebtedness for borrowed money (including, for this purpose, capital lease obligations) that at any one time is (or would be upon its incurrence) greater than $250,000 (and any extension, renewal, refinancing or replacement thereof), except that trade credit incurred in the ordinary course of Purchaser’s business shall not be deemed indebtedness for borrowed money; (vi) make or commit to the making of any capital expenditure in excess of $1,000,000, that is not already included in a budget approved by the Board; (vii) enter into or be a party to any transaction with any director, officer or employee of Purchaser or any “associate” (as that term is defined in Rule 12b-2 promulgated under the U.S. Securities Exchange Act of 1934, as amended (the “Exchange Act”)) of any such person, other than compensation arrangements for non-executive employees that are included in a budget approved by the Board; (viii) hire, fire or change the compensation of any executive officer; (ix) change the principal business of Purchaser, enter new lines of business, or exit the current line of business; (x) sell, transfer, pledge or encumber any property of Purchaser or its subsidiaries, other than certain customary “permitted” liens, liens created in connection with indebtedness permitted in sub-clause (v) of the previous paragraph and liens granted in the ordinary course of Purchaser’s business; (xi) settle any litigation where the amounts in dispute exceed $100,000; (xii) acquire or dispose of (except in the ordinary course of business) assets having a value in excess of $200,000; (xiii) establish any committee of the Board, designate the members of any such committee (including appointing any replacement members), amend the charter for any such committee, amend the resolutions of the Board establishing the delegation of authority to any such committee or terminate any such committee; (xiv) cause any subsidiary of Purchaser to take any action that the Purchaser is restricted from doing under the terms of this paragraph and the preceding paragraph; (xv) sell its Common Shares in a firm commitment underwritten public offering pursuant to a registration statement under the U.S. Securities Act of 1933, as amended (a “Public Offering”); or (xvi) make any amendment to Purchaser’s debt facilities or other debt arrangements.

Liquidation Event:

“Liquidation Event” shall mean any transaction or series of related transactions constituting: (i) a voluntary or involuntary liquidation, reorganization, dissolution or winding up of Purchaser, (ii) a direct or indirect transfer, in one or a series of transactions, of all or substantially all of the assets of Purchaser, (iii) a sale, amalgamation, merger, reclassification, recapitalization, restructuring, consolidation or business combination or any other similar transaction of or involving Purchaser (unless with respect to any transaction described in clause (i), (ii) or (iii) of this definition, the holders of record of Purchaser’s voting shares as constituted immediately prior to the consummation of any such transaction will immediately after such transaction hold greater than 50% of the voting shares of the acquiring entity or surviving entity, or either of such entities’ parent, in approximately the same relative percentages after any such transaction as before any such transaction), or (iv) the consummation of any transaction by which any person or group (as referred to in Section 13(d)(3) of the Exchange Act), other than FB Transportation, the Fortis Employees, the Third Party Investors or any of their respective Permitted Transferees, is or becomes the “beneficial owner” (as such term is defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of 50% or more of the voting shares of Purchaser.

Prior to June 30, 2012, any approval of a Liquidation Event described in clauses (ii) or (iii) contained in the definition of Liquidation Event above shall also require the affirmative vote of Shareholders holding at least 65% of the outstanding Common Shares. On and after June 30, 2012, the Shareholders shall use their commercially reasonable efforts to cause Purchaser to effect a Liquidation Event to occur as soon as reasonably practicable after such date, provided that Shareholders holding more than 65% of the outstanding Common Shares do not disapprove of any such Liquidation Event.

Purchase or Repurchase of

Shareholders’ Shares:

Until June 30, 2012, the Purchaser and the Shareholders will be subject to usual and customary share purchase and repurchase arrangement provisions to be determined by mutual agreement by and among the Purchaser and the initial Shareholders, including rights of first refusal and rights to purchase and repurchase Common Shares upon the occurrence of certain events affecting an Investor Party, such as death, disability, divorce, foreclosure, retirement, insolvency, voluntary or involuntary transfer or sale and termination of employment of an Investor Party. On and after June 30, 2012, it is currently intended that the Shareholders shall not be subject to such share purchase or repurchase arrangements.

Termination:	The rights and obligations of each Shareholder under the Shareholders Agreement shall terminate upon the earliest to occur of: (i) the consummation of a Liquidation Event; (ii) the completion of any initial Public Offering; or (iii) the occurrence of any event that does not violate the terms of the Shareholders Agreement and reduces the number of Shareholders to one.
	OTHER AGREEMENTS

Registration Rights Agreement:	The parties shall enter into a registration rights agreement that shall provide for three demand registrations by any person holding at least 15% of the registrable securities at any time following the earlier of (a) three (3) years after the date of the Closing and (b) six months following an initial public offering. In addition, the parties shall have piggyback registration rights and the agreement shall contain such other usual and customary provisions as the parties may agree.
Employment Agreements:	Messrs. Tietz and Younger will each enter into an employment agreement in a form reasonably acceptable to Purchaser and to FB Transportation. Messrs. Tietz's and Younger's employment agreements shall each have terms and conditions substantially the same as those contained in the proposed draft employment agreement attached to their respective equity commitment letter as Exhibit I thereto. Messrs. Tietz and Younger will each waive any severance payments they may be entitled to under their existing employment arrangements. In addition, Mr. Younger will waive any transaction bonus that he may be entitled to receive upon the consummation of the Transaction. The terms and conditions of Messrs. Vaughan’s and Kirby’s current employment agreements with certain subsidiaries of the Company shall remain in full force and effect and will not be affected by the Transaction.
Employee Stock Options, Restricted Shares, Etc.:	Subject to the provisions set forth above, the Board shall implement such employee stock option, restricted shares and such other equity compensation plans as it may determine.
Definitive Agreements; Governing Law:	This summary of terms does not constitute or create, and shall not be deemed to constitute or create, any legally binding or enforceable obligation, or any commitment to invest, on the part of any party referred to in this summary of terms. No such obligation shall be created except by the execution and delivery of definitive agreements containing such terms and conditions of as shall be agreed upon by the parties and then only in accordance with the terms and conditions of such agreements. All such definitive agreements shall be governed in all respects by the laws of the State of New York (except with respect to certain terms that shall be governed by the internal law of the jurisdiction of formation of Purchaser).

-----END PRIVACY-ENHANCED MESSAGE-----