-----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, T1mLvB1kTYLdaaUHvtaeNRzGzGCVBNpMPssvQBeV1FbsIlWOA3BZlit/eHgYEL7+ yD5e/FIzvYc5sJkOyQyDRw== 0001144204-07-033923.txt : 20070628 0001144204-07-033923.hdr.sgml : 20070628 20070628100131 ACCESSION NUMBER: 0001144204-07-033923 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20070628 DATE AS OF CHANGE: 20070628 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: 07945374 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 v079321_sc13da.htm
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. 2)
 
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
 
June 22, 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 o
 







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. 2 (the “Amendment”) amends the Schedule 13D filed on March 12, 2007 (as amended by Amendment No. 1 to Schedule 13D filed on May 22, 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 (The Schedule 13D as initially filed and as amended by Amendment No. 1 thereto are referred to in this filing as the “Original 13D”).  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 3, 4, 5, 6 and 7 of the Original 13D.
 
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
 
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 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.” The description of the Transactions that is 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 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. Certain Fortis employees (together, the “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) have also entered into equity commitment letters with CRX dated June 7, 2007, whereby they have agreed severally to purchase at closing common shares of CRX for an aggregate amount of up to $3.0 million. 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 the Fortis Employees pay 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 marine container assets and the 50% joint venture interest in CF Leasing Ltd., a Bermuda exempted company (“CF Leasing”), that will be 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 the Assets Agreement with FB Transportation and CRX, which agreement sets forth the terms and conditions of 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 closing of the Assets Sale, it will purchase from CRX substantially all of the marine container assets 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 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. 
 
Following the completion of the Transactions, CF Leasing will own substantially all of the marine container assets formerly owned by the Issuer and its subsidiaries. CRX will 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 are 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 special shareholders meetings of the Issuer that are scheduled to be held on August 1, 2007.
 
Assuming that the Assets Sale and related matters are consummated, 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, FB Transportation and the Fortis Employees. In addition, following the closing, third-party investors may also purchase CRX common shares. It is currently anticipated that following the closing of the Transactions, assuming third-party investors purchase at least $2.0 million in common shares, 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 chairman and 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 on June 1, 2007), 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 at closing. FB Transportation also entered into an equity commitment letter agreement with CRX dated February 28, 2007 (as amended on May 22, 2007 and June 5, 2007), to purchase, immediately prior to the closing of the Assets 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.
 
The 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) have also entered into equity commitment letters with CRX dated June 7, 2007, whereby they have severally agreed to purchase, immediately prior to the closing of the Assets Sale, common shares of CRX for an aggregate purchase price of up to $3.0 million. 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 the Fortis Employees pay at closing for their common shares.
 

 
After the Transactions described in the preceding paragraphs are completed, it is presently estimated that the ownership distribution of equity in CRX shall be as follows: (i) FB Transportation will own between 30% and 39% of the outstanding common shares, (ii) the Management Shareholders will own between 26.0% and 34.0% of the outstanding common shares, (iii) the Fortis Employees will own between 15.0% and 19.0% of the outstanding common shares and (iv) third-party investors will own between 16.0% and 20.0% 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, Milton J. Anderson and Menno van Lacum (who are currently directors of CRX) and one additional director to be designated by the mutual 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 1.3 million 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”). It is contemplated that instead of common shares, Mr. Younger’s restricted shares may take the form of a different class of shares in CRX, having different rights as to voting, dividends and liquidation preferences. Messrs. Vaughan's and Kirby's current employment agreements with a subsidiary of the Issuer are expected to remain in effect and should 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, to: (i) 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 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: (a) a $0.08 per share dividend declared by the Issuer's board of directors for the first calendar quarter of 2007, and (b) if the closing of the Assets Sale has not occurred by August 15, 2007, then 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 payment 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 5. INTEREST IN SECURITIES OF THE ISSUER. 
 
Item 5 of the Original 13D is hereby amended by replacing sub-section (a) of Item 5 of the Original 13D in its entirety and substituting in lieu thereof the sub-section (a) below.

(a)    As of the date hereof, the Reporting Persons may be deemed to beneficially own 300,000 Common Shares, representing approximately 3.9% of the Common Shares outstanding (based on 7,645,673 total outstanding Common Shares). The Common Shares are owned by FB Aviation & Intermodal Finance Holding B.V., a Dutch private limited liability company, and Fortis Bank (Nederland) N.V., a Dutch public limited liability company, both indirect subsidiaries of Fortis Bank and affiliates of the Reporting Persons. In 1999, 150,000 of these Common Shares were issued to Fortis Bank (Nederland) N.V. by the Issuer in lieu of restructuring fees in connection with Fortis Bank's participation in a refinancing of the Issuer's indebtedness at that time. In 2005, FB Aviation & Intermodal Finance Holding B.V. acquired 150,000 Common Shares from another lender-participant in the 1999 refinancing transaction. Both transactions were privately-negotiated transactions exempt from registration under the Securities Act of 1933, as amended. Fortis Bank is also a lender and agent under two credit facilities to CF Leasing and to a subsidiary of the Issuer for purposes of purchasing marine shipping containers and for general corporate purposes. These facilities are expected to be refinanced prior to, or as part of, the Transactions.
 

 
As a result of the matters described in Item 4 above, the Reporting Persons may be deemed to constitute a "group," within the meaning of Section 13(d)(3) of the Exchange Act, with, among others, the Management Shareholders and the Fortis Employees. The Reporting Persons do not have affirmative information about any Common Shares that may be beneficially owned by the Management Shareholders or the Fortis Employees, other than (i) the 1,458,813 Common Shares reported as being deemed beneficially owned by S. Nicholas Walker in an Amendment No. 5 to his Schedule 13D filed with the SEC on March 5, 2007, and (ii) 352,145 Common Shares (includes 300,000 shares subject to outstanding currently exercisable options) beneficially owned by Mr. Tietz, 24,950 Common Shares beneficially owned by Mr. Younger, 43,000 Common Shares (includes 35,000 shares subject to outstanding currently exercisable options) beneficially owned by Mr. Vaughan and 103,000 Common Shares (includes 95,000 shares subject to outstanding currently exercisable options) beneficially owned by Mr. Kirby, as reported in the Issuer's definitive proxy statement for the Issuer's special meetings of shareholders to be held on August 1, 2007, as filed with the Securities and Exchange Commission (“SEC”) on June 22, 2007.

Each Reporting Person hereby disclaims membership in any "group" with any person other than the Reporting Persons, and disclaims beneficial ownership of any shares of Common Stock that may be or are beneficially owned by Mr. Walker, The Lion Fund Limited, York Lion Fund, L.P., York GP, Ltd., York Asset Management Limited, YorkProp Limited, Mr. Tietz, Mr. Younger, Mr. Vaughan and Mr. Kirby.
 
In accordance with SEC Release No. 34-39538 (January 12, 1998) (the “Release”), this filing reflects the securities beneficially owned by certain operating units of the Fortis Group and its subsidiaries and affiliates (the “Fortis Reporting Units”). This filing does not reflect securities, if any, beneficially owned by any other operating units of the Fortis Group whose ownership of securities is disaggregated from that of the Fortis Reporting Units in accordance with the provisions of that Release. The Fortis Reporting Units disclaim beneficial ownership of the securities beneficially owned by (i) any client accounts with respect to which the Fortis Reporting Units or their employees have voting or investment discretion, or both, and (ii) certain investment entities of which any of the Fortis Reporting Units acts as manager, to the extent interests in such entities are held by persons other than the Fortis Reporting Units.
 
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. 2 to FB Transportation Capital LLC Equity Commitment Letter dated June 1, 2007, as Exhibit 7.10 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 SEC 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 SEC 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.**
 
 
7.10
 
Amendment No. 2 to FB Transportation Capital LLC Equity Commitment Letter dated June 5, 2007 (incorporated by reference to Exhibit (d)(4) filed with Amendment No. 2 to Schedule 13E-3 of The Cronos Group, et al., filed with the SEC on June 18, 2007).
 
*   
Previously filed with Schedule 13D filed on March 12, 2007
**
Previously filed with Amendment No. 1 to Schedule 13D filed on May 22, 2007
 

 

 
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: June 28, 2007
 
 
FORTIS BANK S.A./N.V.
     
     
 
By:
/s/ Adam DiMartino
 
Name: Adam DiMartino
 
Title: Attorney-in-fact
     
     
 
FB TRANSPORTATION CAPITAL LLC
     
     
 
By:
/s/ Milton J. Anderson
 
Name: Milton J. Anderson
 
Title: Chief Executive Officer
     
 
By:
/s/ Adam DiMartino       
 
Name: Adam DiMartino
 
Title: Attorney-in-fact
     
     
 
CRX ACQUISITION LTD.
     
     
 
By:
/s/ Milton J. Anderson
 
Name: Milton J. Anderson
 
Title: President
     
 
By: 
/s/ Adam DiMartino
 
Name: Adam DiMartino
 
Title: Attorney-in-fact



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