SC 13E3/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13E-3

(RULE 13E-100)

RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 4)

CRG LIQUIDATION COMPANY
(FORMERLY THE CRONOS GROUP)

(Name of the Issuer)

CRG Liquidation Company (formerly The Cronos Group)
Dennis J. Tietz
Peter J. Younger
Frank P. Vaughan
John C. Kirby
CRX Acquisition Ltd.
FB Transportation Capital LLC
Fortis Capital Corp.
Fortis Bank S.A./N.V.
(Name of Person(s) Filing Statement)

Common Stock, Par Value $2.00 Per Share
(Title of Class of Securities)

L 20708 100
(CUSIP Number of Class of Securities)

DENNIS J. TIETZ
CEO & Duly Appointed Liquidator under Luxembourg Companies’ law
CRG Liquidation Company
c/o Cronos Capital Corp.
One Front Street, Suite 925
San Francisco, California 94111
(415) 677-8990 PETER J. YOUNGER
President and Chief Executive Officer
CRX Acquisition Ltd.
520 Madison Avenue, Second Floor
New York, New York 10022
(212) 418-8700

Copy to:

JAMES F. FOTENOS, ESQ.
ADAM P. SIEGMAN, ESQ.
Greene Radovsky Maloney Share & Hennigh LLP
Four Embarcadero Center, Suite 4000
San Francisco, California 94111
(415) 981-1400 MARC H. FOLLADORI, ESQ.
DAVID L. RONN, ESQ.
Mayer, Brown, Rowe & Maw LLP
700 Louisiana Street, Suite 3400
Houston, Texas 77002
(713) 238-3000

(Name, address, and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of the Person(s) Filing Statement)

     This statement is filed in connection with (check the appropriate box):

a. þ The filing of solicitation materials or an information statement subject to Regulation 14A, Regulation 14C, or Rule 13e-3(c) under the Securities Exchange Act of 1934.

b. o The filing of a registration statement under the Securities Act of 1934.

c. o A tender offer.

d. o None of the above.

     Check the following box if the soliciting materials or information statement referred to in checking box (a) are preliminary copies: o

     Check the following box if the filing is a final amendment reporting the results of the transaction: þ

CALCULATION OF FILING FEE

Transaction valuation*	Amount of filing fee
$133,679,640	$4,104

* For purposes of calculating the amount of the filing fee only. The filing fee was determined by adding (a) the product of (i) 7,645,673 Cronos common shares outstanding as of March 30, 2007, and (ii) the proposed liquidation distribution of $16.00 in cash per common share (equal to $122,330,768), (b) $8,548,640, expected to be paid to holders of stock options, after they exercise their options, on a net issuance basis, and receive common shares, (c) $475,104, expected to be paid to holders of director’s stock units upon settlement of the stock units into 29,694 common shares, and (d) $2,325,000, expected to be paid to the holders of stock appreciation rights in payment for such rights ((a), (b), (c) and (d) (together, the “Total Consideration”)). The filing fee, calculated in accordance with Exchange Act Rule 
0-11, was calculated by multiplying the Total Consideration by 0.0000307.

þ Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $4,104

Form or Registration No.: Schedule 14A—Preliminary Proxy Statement

Filing Parties: The Cronos Group

Date Filed: April 3, 2007

INTRODUCTION

     The Amendment No. 4 (this “Final Amendment”) to Rule 13E-3 Transaction Statement on Schedule 13E-3 (“Schedule 13E-3”) is being filed by (i) CRG Liquidation Company (formerly The Cronos Group), a société anonyme holding organized and existing under the laws of the Grand Duchy of Luxembourg (the “Company”) and the issuer of the equity securities which are the subject of the Rule 13e-3 transaction; (ii) Dennis J. Tietz, Peter J. Younger, Frank P. Vaughan, and John C. Kirby (collectively, the “Management Investors”); (iii) CRX Acquisition Ltd., a Bermuda exempted company (“CRX”), FB Transportation Capital LLC, a Delaware limited liability company (“FB Transportation”), Fortis Capital Corp., a Connecticut corporation (“FCC”), and Fortis Bank S.A./N.V., a Belgian corporation (CRX, FB Transportation, FCC and Fortis Bank S.A./N.V. referred to as the “Fortis Filing Parties”). This Schedule 13E-3 relates to the Asset Purchase Agreement, dated as of February 28, 2007 (the “Asset Purchase Agreement”), among the Company, FB Transportation, and CRX. On June 22, 2007, the Company filed with the Securities and Exchange Commission its definitive proxy statement (the “Proxy Statement”) under Regulation 14A of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), relating to the special meetings of shareholders of the Company at which the shareholders of the Company considered and voted upon, among other things, a proposal to approve the Asset Purchase Agreement.

     The Proxy Statement is included herewith as Exhibit (a)(3) and the Asset Purchase Agreement is included herewith as Exhibit (a)(5). All references in this Schedule 13E-3 to Items numbered 1001 through 1016 are references to Items contained in Regulation M-A under the Exchange Act.

     The information contained in the Proxy Statement, including all annexes thereto, is hereby expressly incorporated herein by reference, and the responses to each item in this Schedule 13E-3 are qualified in their entirety by the information contained in the Proxy Statement. Capitalized terms used but not defined in this Schedule 13E-3 shall have the meanings given to them in the Proxy Statement.

     The information contained in this Schedule 13E-3 and/or the Proxy Statement (i) concerning the Company and the Management Investors was supplied by the Company and the Management Investors, and the Fortis Filing Parties take no responsibility for the accuracy of such information, and (ii) concerning the Fortis Filing Parties was supplied by the Fortis Filing Parties, and neither the Company nor any of the Management Investors takes any responsibility for the accuracy of such information.

     This Final Amendment is being filed to report the results of the transaction that is the subject of this Schedule 13E-3, and therefore, pursuant to the instructions to Schedule 13E-3, all other information previously disclosed in this Schedule 13E-3 has been omitted from this Final Amendment.

Item 15. Additional Information.

Regulation M-A Item 1011.

Item 15 is hereby amended and supplemented as follows:

     At the special meeting of the shareholders of the Company held on August 1, 2007, the shareholders approved the sale of the Company’s assets and assumption of the Company’s liabilities by CRX, pursuant to the terms of the Asset Purchase Agreement (the “Assets Sale”). At the meeting, the shareholders also approved the Company’s Plan of Liquidation and Dissolution. Promptly following the meeting, the closing of the Assets Sale took place, and CRX deposited the sale proceeds of $133,679,480 with the Company’s paying agent, Computershare Trust Company, N.A. From this cash payment, the Company will proceed to make a liquidating distribution to its shareholders of $16.00 per share, without interest. As contemplated by the Asset Purchase Agreement, the shareholders also approved the change in the name of the Company to “CRG Liquidation Company.”

     It is anticipated that CRX will change its corporate name to “Cronos Ltd.” by an amendment to its charter. Effective August 1, 2007, Milton J. Anderson and Menno van Lacum resigned as officers of CRX, and Peter J. Younger, Frank P. Vaughan and John C. Kirby were appointed as (i) President and Chief Executive Officer, (ii) Senior Vice President, Chief Financial Officer and Secretary (USA) and (iii) Senior Vice President, respectively, of CRX. Also as of that date, Messrs. Younger and Tietz joined Messrs. Anderson and Van Lacum as directors of CRX.

     As a result of the Assets Sale, the Company’s common shares ceased to be traded on the Nasdaq Stock Market and the Company began the process of deregistering its common shares under the Exchange Act, after which time the Company will no longer file periodic reports with the Securities and Exchange Commission.

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Item 16. Exhibits.

     Regulation M-A Item 1016.

     Item 16 is amended and restated to read in its entirety as follows:

     (a)(1) Letter to Shareholders of The Cronos Group (the “Company”), incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (“SEC”) on June 22, 2007.

     (a)(2) Notice of Special Meetings of Shareholders of the Company, incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(3) Proxy Statement, incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(4) Plan of Liquidation and Dissolution, incorporated herein by reference to Annex A to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(5) Asset Purchase Agreement, dated February 28, 2007 (“Asset Purchase Agreement”), by and among FB Transportation Capital LLC (“FB Transportation”), CRX Acquisition Ltd. (“CRX”), and the Company, incorporated herein by reference to Annex B to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(6) Form of Liquidator’s Report, incorporated herein by reference to Annex C to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(7) Form of Report of Liquidation Auditor, incorporated herein by reference to Annex D to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(8) Form of Proxy Cards (3), incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(9) Form of Assignment and Assumption Agreement, incorporated herein by reference to Annex 4 to Asset Purchase Agreement, filed as Exhibit 2.1 to the Company’s report on Form 8-K, dated March 2, 2007.

     (a)(10) Class Action Complaint filed in the Superior Court of the State of California, County of San Francisco, captioned Alan Kahn, on behalf of himself and all others similarly situated v. Dennis J. Tietz et al., filed March 2, 2007.⁽¹⁾

     (a)(11) Letter from Dennis J. Tietz, Chairman of the Board and Chief Executive Officer of the Company, dated April 30, 2007, included with the Company’s 2006 Annual Report to Shareholders, first mailed to the Company’s shareholders on June 28, 2007, and incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on June 28, 2007.

     (a)(12) Letter from Dennis J. Tietz, Chairman of the Board and Chief Executive Officer of the Company, to the holders of the Company’s stock options, director’s stock units, SARs, and restricted shares, dated June 29, 2007, incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on June 29, 2007.

     (a)(13) Press release issued by the Company on July 20, 2007, announcing the record date for determining shareholders of the Company entitled to anticipated liquidating distribution from the proceeds of the Assets Sale, and disclosure of increase and modification of revolving credit facility, incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on July 20, 2007.

     (a)(14) Press release issued by the Company on August 1, 2007, announcing the closing of the Assets Sale, and letter from Dennis J. Tietz, Chairman of the Board and Chief Executive Officer of the Company, to the shareholders of the Company, dated August 1, 2007, announcing the closing of the Assets Sale, both incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on August 1, 2007.

     (b) None.

     (c)(1) Fairness Opinion of Raymond James & Associates, Inc. (“Raymond James”), dated February 28, 2007, incorporated herein by reference to Annex E to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

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     (c)(2) Financial Analysis Presentation Materials, dated February 2007, prepared by Raymond James.⁽²⁾

     (c)(3) Transaction Committee Presentation, dated February 2007, prepared by Raymond James.⁽³⁾

     (c)(4) Discussion materials, dated August 2006, prepared by Raymond James.⁽³⁾

     (c)(5) Transaction Committee Presentation, dated June 2006, prepared by Raymond James.⁽³⁾

     (d)(1) Support Agreement, dated as of February 28, 2007, by and among CRX, S. Nicholas Walker, the Lion Fund Limited, York Lion Fund, L.P. Yorkprop Limited, Dennis J. Tietz, Peter J. Younger and The Cronos Group, incorporated herein by reference to Exhibit 99.1 to Amendment No. 5 to Schedule 13D, dated March 5, 2007, filed with the SEC by S. Nicholas Walker, The Lion Fund Limited, York Lion Fund, L.P., York GP, Ltd., and York Asset Management Limited, and YorkProp Limited.⁽¹⁾

     (d)(2) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and FB Transportation, incorporated herein by reference to Exhibit 7.03 to Schedule 13D, dated March 12, 2007, filed with the SEC by Fortis Bank S.A./N.V., FB Transportation, and CRX.

     (d)(3) Amendment No. 1 to Equity Commitment Letter Agreement, dated May 22, 2007, by and between CRX and FB Transportation, incorporated herein by reference to Exhibit 7.09 to Amendment No. 1 to Schedule 13D, dated May 22, 2007, filed with the SEC by Fortis Bank S.A./N.V., FB Transportation, and CRX.

     (d)(4) Amendment No. 2 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and FB Transportation. ⁽⁴⁾

     (d)(5) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and Dennis J. Tietz.⁽¹⁾

     (d)(6) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and Dennis J. Tietz. ⁽⁴⁾

     (d)(7) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and Peter J. Younger.⁽¹⁾

     (d)(8) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and Peter J. Younger. ⁽⁴⁾

     (d)(9) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and Frank P. Vaughan.⁽¹⁾

     (d)(10) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and Frank P. Vaughan. ⁽⁴⁾

     (d)(11) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and John C. Kirby.⁽¹⁾

     (d)(12) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and John C. Kirby. ⁽⁴⁾

     (d)(13) Guarantee from Fortis Bank S.A./N.V., Cayman Islands Branch, dated February 28, 2007, in favor of the Company, incorporated herein by reference to Exhibit 2.2 to the Company’s report on Form 8-K, dated March 2, 2007.

     (d)(14) Confidentiality Letter Agreement, dated May 31, 2006, by and between the Company and Fortis Capital Corp.⁽¹⁾

     (f) None.

     (g) None.

(1)	Filed as an exhibit to the Schedule 13E-3 filed with the SEC on April 3, 2007.
(2)	Filed as an exhibit to Amendment No. 1 to Schedule 13E-3 filed with the SEC on May 16, 2007.
(3)	Confidential treatment has been granted by the SEC with respect to portions of this exhibit pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(4)	Filed as an exhibit to Amendment No. 2 to Schedule 13E-3 filed with the SEC on June 18, 2007.

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SIGNATURES

     After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 2, 2007	CRG LIQUIDATION COMPANY
	(FORMERLY THE CRONOS GROUP)
	By: Name:	/s/ Dennis J. Tietz Dennis J. Tietz
	Title:	Duly Appointed Liquidator under Luxembourg Companies’
		Law

     After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 2,  2007

DENNIS J. TIETZ

/s/ Dennis J. Tietz

Dennis J. Tietz

PETER J. YOUNGER

/s/ Peter C. Younger Peter J. Younger

FRANK P. VAUGHAN

/s/ Frank P. Vaughan Frank P. Vaughan

JOHN C. KIRBY

/s/ John C. Kirby John C. Kirby

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     After due inquiry and to the best of my knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.

Dated: August 2,  2007

CRX ACQUISITION LTD.
By: Name:	/s/ Peter J. Younger Peter J. Younger
Title:	President and Chief Executive Officer
FB TRANSPORTATION CAPITAL LLC
By: Name:	/s/ Adam DiMartino Adam DiMartino
Title:	Attorney-in-Fact*
FORTIS CAPITAL CORP.
By:	/s/ Milton J. Anderson
Name:	Milton J. Anderson
Title:	Managing Director
By:	/s/ Adam DiMartino
Name:	Adam DiMartino
Title:	Vice President
FORTIS BANK S.A./N.V.
By: Name:	/s/ Adam DiMartino Adam DiMartino
Title:	Attorney-in-Fact**

*	Power of Attorney appointing Mr. DiMartino attorney-in-fact for FB Transportation Capital LLC was included with Amendment No. 1 to Schedule 13E-3 filed with the SEC on May 16, 2007.
**	Power of Attorney appointing Mr. DiMartino attorney-in-fact for Fortis Bank S.A./N.V. was included with Amendment No. 2 to Schedule 13E-3 filed with the SEC on June 18, 2007.

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EXHIBIT INDEX

     (a)(1) Letter to Shareholders of The Cronos Group (the “Company”), incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the Securities and Exchange Commission (“SEC”) on June 22, 2007.

     (a)(2) Notice of Special Meetings of Shareholders of the Company, incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(3) Proxy Statement, incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(4) Plan of Liquidation and Dissolution, incorporated herein by reference to Annex A to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(5) Asset Purchase Agreement, dated February 28, 2007 (“Asset Purchase Agreement”), by and among FB Transportation Capital LLC (“FB Transportation”), CRX Acquisition Ltd. (“CRX”), and the Company, incorporated herein by reference to Annex B to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(6) Form of Liquidator’s Report, incorporated herein by reference to Annex C to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(7) Form of Report of Liquidation Auditor, incorporated herein by reference to Annex D to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(8) Form of Proxy Cards (3), incorporated herein by reference to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (a)(9) Form of Assignment and Assumption Agreement, incorporated herein by reference to Annex 4 to Asset Purchase Agreement, filed as Exhibit 2.1 to the Company’s report on Form 8-K, dated March 2, 2007.

     (a)(10) Class Action Complaint filed in the Superior Court of the State of California, County of San Francisco, captioned Alan Kahn, on behalf of himself and all others similarly situated v. Dennis J. Tietz et al., filed March 2, 2007.⁽¹⁾

     (a)(11) Letter from Dennis J. Tietz, Chairman of the Board and Chief Executive Officer of the Company, dated April 30, 2007, included with the Company’s 2006 Annual Report to Shareholders, first mailed to the Company’s shareholders on June 28, 2007, and incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on June 28, 2007.

     (a)(12) Letter from Dennis J. Tietz, Chairman of the Board and Chief Executive Officer of the Company, to the holders of the Company’s stock options, director’s stock units, SARs, and restricted shares, dated June 29, 2007, incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on June 29, 2007.

     (a)(13) Press release issued by the Company on July 20, 2007, announcing the record date for determining shareholders of the Company entitled to anticipated liquidating distribution from the proceeds of the Assets Sale, and disclosure of increase and modification of revolving credit facility, incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on July 20, 2007.

     (a)(14) Press release issued by the Company on August 1, 2007, announcing the closing of the Assets Sale, and letter from Dennis J. Tietz, Chairman of the Board and Chief Executive Officer of the Company, to the shareholders of the Company, dated August 1, 2007, announcing the closing of the Assets Sale, both incorporated herein by reference to the definitive additional materials on Schedule 14A filed by the Company with the SEC on August 1, 2007.

     (b) None.

     (c)(1) Fairness Opinion of Raymond James & Associates, Inc. (“Raymond James”), dated February 28, 2007, incorporated herein by reference to Annex E to the definitive Proxy Statement on Schedule 14A filed by the Company with the SEC on June 22, 2007.

     (c)(2) Financial Analysis Presentation Materials, dated February 2007, prepared by Raymond James.⁽²⁾

     (c)(3) Transaction Committee Presentation, dated February 2007, prepared by Raymond James.⁽³⁾

     (c)(4) Discussion materials, dated August 2006, prepared by Raymond James.⁽³⁾

     (c)(5) Transaction Committee Presentation, dated June 2006, prepared by Raymond James.⁽³⁾

     (d)(1) Support Agreement, dated as of February 28, 2007, by and among CRX, S. Nicholas Walker, the Lion Fund Limited, York Lion Fund, L.P. Yorkprop Limited, Dennis J. Tietz, Peter J. Younger and The Cronos Group, incorporated herein by reference to Exhibit 99.1 to Amendment No. 5 to Schedule 13D, dated March 5, 2007, filed with the SEC by S. Nicholas Walker, The Lion Fund Limited, York Lion Fund, L.P., York GP, Ltd., and York Asset Management Limited, and YorkProp Limited.⁽¹⁾

     (d)(2) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and FB Transportation, incorporated herein by reference to Exhibit 7.03 to Schedule 13D, dated March 12, 2007, filed with the SEC by Fortis Bank S.A./N.V., FB Transportation, and CRX.

     (d)(3) Amendment No. 1 to Equity Commitment Letter Agreement, dated May 22, 2007, by and between CRX and FB Transportation, incorporated herein by reference to Exhibit 7.09 to Amendment No. 1 to Schedule 13D, dated May 22, 2007, filed with the SEC by Fortis Bank S.A./N.V., FB Transportation, and CRX.

     (d)(4) Amendment No. 2 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and FB Transportation. ⁽⁴⁾

     (d)(5) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and Dennis J. Tietz.⁽¹⁾

     (d)(6) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and Dennis J. Tietz. ⁽⁴⁾

     (d)(7) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and Peter J. Younger.⁽¹⁾

     (d)(8) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and Peter J. Younger. ⁽⁴⁾

     (d)(9) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and Frank P. Vaughan.⁽¹⁾

     (d)(10) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and Frank P. Vaughan. ⁽⁴⁾

     (d)(11) Equity Commitment Letter Agreement, dated February 28, 2007, by and between CRX and John C. Kirby.⁽¹⁾

     (d)(12) Amendment No. 1 to Equity Commitment Letter Agreement, dated June 1, 2007, by and between CRX and John C. Kirby. ⁽⁴⁾

     (d)(13) Guarantee from Fortis Bank S.A./N.V. Cayman Islands Branch, dated February 28, 2007, in favor of the Company, incorporated herein by reference to Exhibit 2.2 to the Company’s report on Form 8-K, dated March 2, 2007.

     (d)(14) Confidentiality Letter Agreement, dated May 31, 2006, by and between the Company and Fortis Capital Corp.⁽¹⁾

     (f) None.

     (g) None.

(1)	Filed as an exhibit to the Schedule 13E-3 filed with the SEC on April 3, 2007.
(2)	Filed as an exhibit to Amendment No. 1 to Schedule 13E-3 filed with the SEC on May 16, 2007.
(3)	Confidential treatment has been granted by the SEC with respect to portions of this exhibit pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended.
(4)	Filed as an exhibit to Amendment No. 2 to Schedule 13E-3 filed with the SEC on June 18, 2007.

EX-99.(C)(3)

Exhibit (c)(3)

CONFIDENTIAL | February 2007 Project Deep Sea Transaction Committee Presentation Exhibit (c)(3)

Confidential Information Disclaimer The following pages contain material to be provided to the Transaction Committee of the Board of Directors of Dolphin (the "Company") by Raymond James & Associates ("Raymond James") in our role as financial advisor to the Company in connection with a proposed transaction (a "Transaction"). The accompanying material was compiled or prepared on a confidential basis solely for the use of the Transaction Committee of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. Any estimates and projections contained herein have been prepared or adopted by the Company's management, or obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Raymond James does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Transaction Committee of the Board of Directors of the Company and, accordingly, neither the Company nor Raymond James nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Transaction Committee of the Board of Directors of the Company. Raymond James does not have any obligation to update or otherwise revise the accompanying materials.

Section 1 Process Review Section 2 Bid Comparison Section 3 Recent Events Table of Contents

Section 1 Process Review

On October 22, 2004, Dolphin engaged Raymond James to provide financial advisory services associated with a potential sale of the Company Evaluation of strategic alternatives became more active during December 2005 Due to a high degree of concern regarding confidentiality, the buyer list was limited to a select group of strategic and financial parties Indications of Interest were received from 5 parties at various times between December 2005 and May 2006 Non-disclosure agreements were entered into with 8 parties The 5 parties who signed the NDA and submitted initial indications of interest received access to a virtual dataroom of confidential information to assist them in their review of the opportunity All parties had the same level of access to information Data room access commenced on May 8, 2006 Revised bid packages were submitted on June 2, 2006 by two parties and on June 5, 2006 by an additional party Final negotiations commenced first with Party Five* and then with Fortis Fortis' offer of $16.00 per share is currently the offer in consideration Process Review Summary

Process Review Summary of Initial Indications of Interest Fortis Party Five* Fortress TAL Textainer Financial Financial Strategic Bid Range $15.50 - $16.00 $14.50 - $15.50 $15.00 - $16.00 $14.00 - $15.00 $16.00 Consideration Cash Cash Cash Cash or Stock Cash Financing Contingencies None None External Debt Required None New Bank Facility Required Due Diligence Requirements Legal & Accounting Only Customary Customary Customary Customary External Advisors None Noted None Noted None Noted None Noted Morrison & Foerster Other None Noted None Noted Assumes no legal liability $125M net debt Does not reflect legal liability relating to TOEMT No legal liability * The appearance of an asterisk denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company and its advisors and primary U.S. r egulator. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3. * The appearance of an asterisk denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company and its advisors and primary U.S. r egulator. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3. * The appearance of an asterisk denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company and its advisors and primary U.S. r egulator. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3. * The appearance of an asterisk denotes confidential information that has been omitted from this exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a request for confidential treatment under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company and its advisors and primary U.S. r egulator. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3.

Process Review Parties Invited into Second Round Initial Indication of Interest Revised Guidance Invited to Second Round Fortis $15.50 - $16.00 Unchanged ? Party Five* $14.50 - $15.50 $15.50 - $16.50 ? Fortress $15.00 - $16.00 Unchanged ? TAL $14.00 - $15.00 $16.00 ? Textainer $16.00 Unchanged ?

Five parties were deemed to have submitted competitive bids and invited into the second round The bidders were tightly grouped in terms of price Second round participants were provided: Access to a virtual data room Supplemental financial information in response to requests for additional information was posted to the virtual data room Further guidance on procedures for submission of final bids Draft of the Support Agreement for their review and comments Deadline for final round bids was set for June 2, 2006 Process Review Second Round Access

Section 2 Bid Comparison

Bid Comparison Summary of Final Proposals Party Five* Fortis Final Bid $16.77 $15.50 - $16.00 Consideration Cash Cash Financing Contingencies None None Due Diligence Requirements Confirmatory Confirmatory Timing to Sign 30-45 days 3-4 weeks Highest Level of Approval Board Endorsement [Provided Details] Preliminary Committee External Advisors [redacted]* [redacted]* [redacted]* Simpson Thacher Allen & Overy Luxembourg Fortis Securities Other Stephen N. Walker to enter into an agreement to tender his shares Comments provided on the Support Agreement Planned to retain current management and employees Owned 300,000 Dolphin shares at that time Inquired about support agreements with major shareholders Did not anticipate substantial comments to Support Agreement (marked draft not provided) Planned to retain current management and employees Note: Textainer passed with an indication that their valuation would only be $14.50 per share Fortress passed as well

Bid Comparison Summary of Final Proposals TAL Final Bid $15.00 Consideration Cash, Stock or a Mix Financing Contingencies Financing if Cash Consideration Due Diligence Requirements Confirmatory Timing to Sign 6 Weeks Highest Level of Approval Needs Board Approval External Advisors Jefferies & Company Other Planned to close many of the Dolphin Offices Could keep some Dolphin employees Based on 8.0 million fully-diluted shares

Section 3 Final Negotiations

Upon confirming a bid of $17.00 per share, Party Five* and the Company entered into a period of exclusivity in order to provide Party Five* time to complete its due diligence requirements Party Five* and its advisors were granted access to Dolphin's senior management team as well as provided access to additional financial and operational due diligence materials Upon completion of its confirmatory diligence, Party Five* lowered its offer to $16.40 per share For reasons unrelated to Dolphin, Party Five* was not able get comfortable that the acquisition of Dolphin (in the structure then contemplated) would be approved by the regulators Party Five* communicated this concern to Dolphin and was unable to commit to a timetable to execute the transaction As a result of this, Dolphin began to revisit alternate suitors During this period, the Company entered into exclusive negotiations and diligence with Fortis for a transaction at a price of $15.50 per share Fortis and its advisors were granted access to Dolphin's senior management team as well as provided access to additional financial and operational due diligence materials During this period, Fortis and their advisors concluded that a transaction would need to be structured as a purchase of assets followed by a liquidation of the Company This period expired in early December and discussions were re-entered with Party Five* Final Negotiations Party Five* & Fortis

Following extensive discussions and negotiations with [Party Five's Primary U.S. Regulator]*, Party Five* proposed a plan under which they would be able to acquire Dolphin This plan required Dolphin to divest certain assets and discontinue certain operations in advance of the close of a transaction However, after much deliberation, analysis, negotiations and communications with key third-parties, Party Five* communicated that their previous offer of $16.40 per share was subject to settlements with those third-parties on terms that were unlikely to be achieved Additionally, because the Party Five* plan required Dolphin to divest certain assets in advance of a closing, the Company would be required to assume certain risks that were not present in alternate offers In light of the contingencies associated with the Party Five* offer, the Company re-entered into discussions with Fortis As a result of final negotiations, Fortis agreed to increase its purchase price to $16.00 per share The Fortis transaction is structured as an Asset Purchase but includes the assumption of all liabilities $16.00 per share of cash will be distributed by the Company immediately following the assets sale as provided for in the Asset Purchase Agreement Final Negotiations Party Five* & Fortis

EX-99.(C)(4)

Exhibit (c)(4)

CONFIDENTIAL | AUGUST 2006 Project Beacon Discussion Materials STRICTLY CONFIDENTIAL Book ____ DRAFT Exhibit (c)(4)

Confidential Material Disclaimer The following pages contain material to be provided to the Board of Directors of Beacon (the "Company") by Raymond James & Associates ("Raymond James") in our role as financial advisor to the Company in connection with the proposed transaction (the "Transaction") in which Party Five* ("Lighthouse") would offer to acquire all or substantially all of the shares of common stock of the Company. The accompanying material was compiled or prepared on a confidential basis solely for the use of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. Any estimates and projections contained herein have been prepared or adopted by the Company's management, or obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Raymond James does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Board of Directors of the Company, and, accordingly, neither the Company nor Raymond James nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Board of Directors of the Company. Raymond James does not have any obligation to update or otherwise revise the accompanying materials. * The appearance of an asterisk denotes confidential information that has been omitted from the exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3.

Section 1 Background Information Section 2 Valuation Analysis Appendix A Beacon Financials Appendix B Comparable Company Analysis Table of Contents

Section 1 Background Information

Introduction Background Information This presentation is to provide the Board of Directors of Beacon with preliminary valuation information related to the proposed transaction with Lighthouse, as well as to demonstrate the analysis that Raymond James will perform in support of a fairness opinion should one be delivered to the Board for the proposed transaction In arriving at its opinion, Raymond James will: Review the draft of the Agreement dated [ ], 2006 review the financial terms and conditions as stated in the Agreement; review annual reports to stockholders on Form 10-K of the Company for the three fiscal years ended December 31, 2005; review the quarterly reports to stockholders on Form 10-Q of the Company for the fiscal quarter ending March 31, 2006; review other Company financial and operating information requested from and/or provided by the Company; review certain other publicly available information on the Company; discuss with members of the senior management of the Company certain information relating to the aforementioned and any other matters which we have deemed relevant to our inquiry; review and discuss with senior management of the Company the historical and anticipated future financial performance of the Company, including the review of forecasts prepared by senior management of the Company;

Introduction (continued) Background Information review the reported price and trading activity for the shares of the Company Common Stock; compare financial and stock market information for the Company with similar information for comparable companies with publicly traded securities; review the financial terms of recent business combinations involving companies in comparable businesses; and perform other such analyses and studies, and consider such other factors, as Raymond James considers appropriate.

Section 2 Valuation Analysis

Illustrative Valuation Summary Valuation Analysis

Illustrative Valuation Summary Valuation Analysis

Price / Volume Graph Trailing Twelve Months Valuation Analysis

Stock Price Histogram Trailing Twelve Months Valuation Analysis

Comparable Company Multiples Valuation Analysis

Precedent M&A Transactions Selected Recent Container Shipping Transactions Valuation Analysis

Discounted Cash Flow Analysis Valuation Analysis

Appendix A Beacon Financials

Financial Projections Beacon Financials Combined Income Statement

Financial Projections Beacon Financials Combined Adjusted Income Statement

Financial Projections Beacon Financials Combined Balance Sheet

Financial Projections Beacon Financials Cash Flows for DCF

Appendix B Comparable Company Analysis

Comparable Company Metrics Comparable Company Analysis

Comparable Company Metrics Comparable Company Analysis

Comparable Company Metrics Comparable Company Analysis

EX-99.(C)(5)

Exhibit (c)(5)

CONFIDENTIAL | June 2006 Project Beacon Transaction Committee Presentation Exhibit (c)(5)

Confidential Information Disclaimer The following pages contain material to be provided to the Transaction Committee of the Board of Directors of Beacon (the "Company") by Raymond James & Associates ("Raymond James") in our role as financial advisor to the Company in connection with a proposed transaction (a "Transaction"). The accompanying material was compiled or prepared on a confidential basis solely for the use of the Transaction Committee of the Board of Directors of the Company and not with a view toward public disclosure under any securities laws or otherwise. Any estimates and projections contained herein have been prepared or adopted by the Company's management, or obtained from public sources, or are based upon such estimates and projections, and involve numerous and significant subjective determinations, and there is no assurance that such estimates and projections will be realized. Raymond James does not take responsibility for such estimates and projections, or the basis on which they were prepared. No representation or warranty, express or implied, is made as to the accuracy or completeness of such information and nothing contained herein is, or shall be relied upon as, a representation, whether as to the past, the present or the future. This material was not prepared for use by readers not as familiar with the business and affairs of the Company as the Transaction Committee of the Board of Directors of the Company and, accordingly, neither the Company nor Raymond James nor their respective legal or financial advisors or accountants take any responsibility for the accompanying material if used by persons other than the Transaction Committee of the Board of Directors of the Company. Raymond James does not have any obligation to update or otherwise revise the accompanying materials.

Section 1 Process Review Section 2 Bid Comparison Section 3 Current Market Conditions Table of Contents

Section 1 Process Review

On October 22, 2004, Beacon engaged Raymond James to provide financial advisory services associated with a potential sale of the Company Evaluation of strategic alternatives became more active during December 2005 Due to a high degree of concern regarding confidentiality, the buyer list was limited to a select group of strategic and financial parties Indications of Interest were received from 5 parties at various times between December 2005 and May 2006 Non-disclosure agreements were entered into with 8 parties The 5 parties who signed the NDA and submitted initial indications of interest received access to a virtual dataroom of confidential information to assist them in their review of the opportunity All parties had the same level of access to information Data room access commenced on May 8, 2006 Revised bid packages were submitted on June 2, 2006 by two parties and on June 5, 2006 by an additional party Process Review Summary

Process Review Summary of Initial Indications of Interest Fortis Party Five* Fortress TAL Textainer Financial Financial Strategic Bid Range $15.50 - $16.00 $14.50 - $15.50 $15.00 - $16.00 $14.00 - $15.00 $16.00 Consideration Cash Cash Cash Cash or Stock Cash Financing Contingencies None None External Debt Required None New Bank Facility Required Due Diligence Requirements Legal & Accounting Only Customary Customary Customary Customary External Advisors None Noted None Noted None Noted None Noted Morrison & Foerster Other None Noted None Noted Assumes no legal liability $125M net debt Does not reflect legal liability relating to TOEMT No legal liability * The appearance of an asterisk denotes confidential information that has been omitted from the exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company and its advisors. In the place of the n ame of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3. * The appearance of an asterisk denotes confidential information that has been omitted from the exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential informat ion consists of the name of a party that indicated an interest in a transaction with the Company and its advisors. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3. * The appearance of an asterisk denotes confidential information that has been omitted from the exhibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pur suant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company and its advisors. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed concurrently with this Schedule 13E-3. * The appearance of an asterisk denotes confidential information that has been omitted from the ex hibit and filed separately with the Securities and Exchange Commission. Confidential treatment has been granted for such information pursuant to a confidential treatment request under Rule 24b-2 of the Securities Exchange Act of 1934, as amended. The confidential information consists of the name of a party that indicated an interest in a transaction with the Company and its advisors. In the place of the name of such party, this exhibit uses the same alias as used in the Company's proxy statement filed co ncurrently with this Schedule 13E-3.

Process Review Parties Invited into Second Round Initial Indication of Interest Revised Guidance Invited to Second Round Fortis $15.50 - $16.00 Unchanged ? Party Five* $14.50 - $15.50 $15.50 - $16.50 ? Fortress $15.00 - $16.00 Unchanged ? TAL $14.00 - $15.00 $16.00 ? Textainer $16.00 Unchanged ?

Five parties were deemed to have submitted competitive bids and invited into the second round The bidders were tightly grouped in terms of price Second round participants were provided: Access to a virtual data room Supplemental financial information in response to requests for additional information was posted to the virtual data room Further guidance on procedures for submission of final bids Draft of the Support Agreement for their review and comments Deadline for final round bids was set for June 2, 2006 Process Review Second Round Access

Section 2 Bid Comparison

Bid Comparison Summary of Final Proposals Party Five* Fortis Final Bid $16.77 $15.50 - $16.00 Consideration Cash Cash Financing Contingencies None None Due Diligence Requirements Confirmatory Confirmatory Timing to Sign 30-45 days 3-4 weeks Highest Level of Approval Board Endorsement [Provided Details] Preliminary Committee External Advisors [redacted]* [redacted]* [redacted]* Simpson Thacher Allen & Overy Luxembourg Fortis Securities Other Want Stephen N. Walker to enter into an agreement to tender his shares Comments provided on the Support Agreement Plan to retain current management and employees Currently own 300,000 Beacon shares Wants to explore support agreements with major shareholders Do not anticipate substantial comments to Support Agreement (marked draft not provided) Plan to retain current management and employees Note: Textainer passed with an indication that their valuation would only be $14.50 per share Fortress passed as well

Bid Comparison Summary of Final Proposals TAL Final Bid $15.00 Consideration Cash, Stock or a Mix Financing Contingencies Financing if Cash Consideration Due Diligence Requirements Confirmatory Timing to Sign 6 Weeks Highest Level of Approval Needs Board Approval External Advisors Jefferies & Company Other Plans to close many of the Beacon Offices Will keep some Beacon employees Based on 8.0 million fully-diluted shares

Bid Comparison Implied Valuation Multiples Revenue Multiple EBITDA Multiple Pre-Tax Income P/E Multiple Premiums Paid Final Price / TTM TTM TTM TTM Bidder Bid Book Q1 '06 CY '06E CY '07E Q1 '06 CY '06E CY '07E Q1 '06 CY '06E CY '07E Q1 '06 CY '06E CY '07E 1-Day 5-Day 30-Day Party Five* $16.77 1.7x 1.5x 1.4x 1.2x 6.5x 6.5x 5.4x 9.8x 10.3x 8.0x 10.9x 11.2x 8.9x 35.2% 37.0% 32.8% Fortis (1) $16.00 1.6x 1.4x 1.4x 1.1x 6.4x 6.3x 5.2x 9.3x 9.8x 7.6x 10.4x 10.7x 8.5x 29.0% 30.7% 26.7% Fortis (1) $15.50 1.5x 1.4x 1.3x 1.1x 6.2x 6.2x 5.1x 9.0x 9.5x 7.4x 10.1x 10.3x 8.2x 25.0% 26.6% 22.7% TAL $15.00 1.5x 1.4x 1.3x 1.1x 6.1x 6.1x 5.1x 8.7x 9.2x 7.2x 9.8x 10.0x 7.9x 21.0% 22.5% 18.8% Beacon (2) $81.2 $149.9 $158.2 $187.7 $33.8 $34.1 $41.0 $13.8 $13.1 $16.9 $1.54 $1.50 $1.89 $12.40 $12.24 $12.63 (1) Fortis proposals shown at both the high and low ends of the range (2) Beacon Revenue, EBITDA, and EPS estimates provided by Beacon management

Section 3 Current Market Conditions

Beacon Historical Price / Volume Graph Last 2 Years Data as of close on June 02, 2006 Price: $12.73 Current Market Conditions

Stock Price Histogram Last 2 Years Current Market Conditions

Comparable Company Analysis Current Market Conditions

Precedent M&A Transactions Selected Recent Container Transactions Current Market Conditions

Premiums Paid Analysis Selected Recent Transactions Current Market Conditions