-----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, Up8ZPNbwmzRoJ01YYqzAOxUQwAfVSpkdCR2P46+7lKlMSzWvxGo+izDzMv/NXfj1 8I79xQ0m2Qx6aJXTbrdwsA== 0000950134-99-005951.txt : 19990705 0000950134-99-005951.hdr.sgml : 19990705 ACCESSION NUMBER: 0000950134-99-005951 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19990702 GROUP MEMBERS: BLAVIN & CO INC /ADV GROUP MEMBERS: PAUL W BLAVIN SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GROUP CENTRAL INDEX KEY: 0000919869 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] IRS NUMBER: 000000000 STATE OF INCORPORATION: N4 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: SEC FILE NUMBER: 005-47841 FILM NUMBER: 99659113 BUSINESS ADDRESS: STREET 1: 16, ALLEE MARCONI, BOITE POSTALE 260 STREET 2: L 2012 CITY: L 2012 LUXEMBURG STATE: N4 MAIL ADDRESS: STREET 1: 16, ALLEE MARCONI, BOITE POSTALE 260 STREET 2: L-2012 LUXEMBOURG FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BLAVIN & CO INC /ADV CENTRAL INDEX KEY: 0001049024 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061433471 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 29621 NORTHWESTERN HWY CITY: SOUTHFIELD STATE: MI ZIP: 48034 BUSINESS PHONE: 2482130457 MAIL ADDRESS: STREET 1: 29621 NORTHWESTERN HIGHWAY CITY: SOUTHFIELD STATE: MI ZIP: 48034 FORMER COMPANY: FORMER CONFORMED NAME: BLAVIN & CO INC /ADV DATE OF NAME CHANGE: 19980327 SC 13G 1 SCHEDULE 13G 1 -------------------------- OMB APPROVAL -------------------------- OMB Number: 3235-0145 Expires: August 31, 1999 Estimated average burden Hours per response...14.90 -------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G (Rule 13d-102) UNDER THE SECURITIES EXCHANGE ACT OF 1934 The Cronos Group - ------------------------------------------------------------------------------- (Name of Issuer) Common Shares, par value $2.00 per share - ------------------------------------------------------------------------------- (Title of Class of Securities) L20708-10-0 ------------------------------- (CUSIP Number) June 21, 1999 - ------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is filed: [X] Rule 13d-1(b) [ ] Rule 13d-1(c) [ ] Rule 13d-1(d) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOT REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB CONTROL NUMBER. SEC 1745 (3-98) Page 1 of 7 pages 2 CUSIP No. L20708-10-0 - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. Paul W. Blavin I.R.S. Identification Nos. of above persons (entities only). 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization United States Number of Shares 5. Sole Voting Power 1,579,136 Beneficially ----------------------------------------------------------- Owned by Each Reporting 6. Shared Voting Power Person With: ----------------------------------------------------------- 7. Sole Dispositive Power 1,579,136 ----------------------------------------------------------- 8. Shared Dispositive Power ----------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,136 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (11) 17.8% 12. Type of Reporting Person (See Instructions) IN
Page 2 of 7 pages 3 CUSIP No. L20708-10-0 - ------------------------------------------------------------------------------- 1. Names of Reporting Persons. Blavin & Company, Inc. I.R.S. Identification Nos. of above persons (entities only). Tax ID: 061433471 2. Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [ ] 3. SEC Use Only 4. Citizenship or Place of Organization Delaware corporation Number of Shares 5. Sole Voting Power 1,579,136 Beneficially ----------------------------------------------------------- Owned by Each Reporting 6. Shared Voting Power Person With: ----------------------------------------------------------- 7. Sole Dispositive Power 1,579,136 ----------------------------------------------------------- 8. Shared Dispositive Power ----------------------------------------------------------- 9. Aggregate Amount Beneficially Owned by Each Reporting Person 1,579,136 10. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) 11. Percent of Class Represented by Amount in Row (11) 17.8% 12. Type of Reporting Person (See Instructions) CO
Page 3 of 7 pages 4 SCHEDULE 13G This Schedule 13G (the "Schedule 13G") is being filed on behalf of Blavin & Company, Inc., a Delaware corporation ("BCI"), and Mr. Paul W. Blavin, the principal of BCI, relating to shares of common stock of The Cronos Group (the "Issuer"). BCI and Mr. Blavin previously reported beneficial ownership of shares of the Issuer on a Schedule 13D, the last amendment to such Schedule 13D being filed in July 1997. BCI and Mr. Blavin now desire and are eligible to report beneficial ownership of the shares of the Issuer on Schedule 13G and do so now by filing this Schedule 13G. This Schedule 13G relates to shares of Common Stock of the Issuer purchased by BCI for the account of (i) PWB Value Partners, L.P. ("PWB"), of which BCI is the general partner, and (ii) four institutional clients for which BCI acts as investment advisor. ITEM 1. (a) Name of Issuer: The Cronos Group (b) Address of Issuer's Principal Executive Offices: 16, Allee Marconi Boite Postale 260, L-2120 LUXEMBOURG ITEM 2. (a) Name of Person Filing: Blavin & Company, Inc. and Paul W. Blavin, as principal for Blavin & Company, Inc. (b) Address of Principal Business Office or, if none, Residence: The principal business address for both Blavin & Company, Inc. and Paul W. Blavin is 29621 Northwestern Highway, Southfield, Michigan 48034 (c) Citizenship: Blavin & Company, Inc. is a Delaware corporation. Mr. Blavin is a citizen of the United States. (d) Title of Class of Securities: Common Shares, par value $2.00 per share (e) CUSIP Number: L20708-10-0 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO SECTIONS 240.13-1d(b) OR 240.13-2(b) OR (c), CHECK WHETHER THE PERSON FILING IS A: (a) [ ] Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o). (b) [ ] Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c). (c) [ ] Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c) (d) [ ] Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8) (e) [X] An investment adviser in accordance with section 240.13d-1(b)(1) (ii)(E). Page 4 of 7 pages 5 (f) [ ] An employee benefit plan or endowment fund in accordance with section 240.13d-1(b)(ii)(F). (g) [ ] A parent holding company or control person in accordance with section 240.13d-1(b)(1)(ii)(G). (h) [ ] A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813.). (i) [ ] A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3). (j) [ ] Group, in accordance with section 240.13d-1(b)(1)(ii)(J). If this statement is filed pursuant to Rule 13d-1(c), check this box. [ ] ITEM 4. OWNERSHIP. (a) Amount beneficially owned: 1,579,136 (b) Percent of class: 17.8% (c) Number of shares as to which the person has: (i) Sole power to vote or to direct the vote: 1,579,136 (ii) Shared power to vote or to direct the vote: None (iii) Sole power to dispose or to direct the disposition of: 1,579,136 (iv) Shared power to dispose or to direct the disposition of: None ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS Not Applicable ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. All securities reported in this schedule are owned by PWB Value Partners, L.P. and advisory clients of Blavin & Company, Inc. PWB Value Partners, L.P. has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, shares in excess of 5% of the common stock of the Issuer. To the knowledge of Blavin & Company, Inc., no other advisory client of Blavin & Company, Inc. owns more than 5% of the common stock. ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY Not Applicable ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP Not Applicable Page 5 of 7 pages 6 ITEM 9. NOTICE OF DISSOLUTION OF GROUP Not Applicable ITEM 10. CERTIFICATION. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. EXHIBITS EXHIBIT 1 Joint Filing Agreement dated July 2, 1999 between Paul W. Blavin and Blavin & Company, Inc. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: July 2, 1999 Blavin & Company, Inc. By: /s/ Paul W. Blavin ---------------------------------- Paul W. Blavin, President /s/ Paul W. Blavin ---------------------------------------- Paul W. Blavin Page 6 of 7 pages EX-1 2 JOINT FILING AGREEMENT DATED JULY 2, 1999 1 EXHIBIT 1 JOINT FILING AGREEMENT In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the undersigned agree to the joint filing on behalf of each of them of a Statement on Schedule 13G (including any and all amendments thereto) with respect to the Common Shares, par value $2.00 per share, of The Cronos Group, a limited liability company (societe anonyme) incorporated in Luxembourg, and further agree that this Joint Filing Agreement shall be included as an Exhibit to such joint filings. The undersigned further agree that each party hereto is responsible for timely filing of such Statement on Schedule 13G and any amendments thereto, and for the accuracy and completeness of the information concerning such party contained therein; provided, however, that no party is responsible for the accuracy or completeness of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate. This Joint Filing Agreement may be signed in counterparts with the same effect as if the signature on each counterpart were upon the same instrument. IN WITNESS WHEREOF, the undersigned have executed this Agreement as of July 2, 1999. /s/ Paul W. Blavin ---------------------------------------------- Paul W. Blavin BLAVIN & COMPANY, INC. By: /s/ Paul W. Blavin ------------------------------------------ Name: Paul W. Blavin Title: President Page 7 of 7 pages -----END PRIVACY-ENHANCED MESSAGE-----