-----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, Uh1ImRp1pmKi3eekA50Zcw7CsFv3blJxDXHMBdz75Ml9chub9UXjLvQfQgE5z342 RryBe1D6ThYTLA4pdMMT/Q== 0000950134-07-004765.txt : 20070305 0000950134-07-004765.hdr.sgml : 20070305 20070305124736 ACCESSION NUMBER: 0000950134-07-004765 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070305 DATE AS OF CHANGE: 20070305 GROUP MEMBERS: LION FUND LTD GROUP MEMBERS: YORK ASSET MANAGEMENT LTD GROUP MEMBERS: YORK GP LTD GROUP MEMBERS: YORK LION FUND LP GROUP MEMBERS: YORKPROP LTD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CRONOS GROUP CENTRAL INDEX KEY: 0000919869 STANDARD INDUSTRIAL CLASSIFICATION: TRANSPORTATION SERVICES [4700] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-47841 FILM NUMBER: 07670350 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: WALKER STEPHEN NICHOLAS CENTRAL INDEX KEY: 0001100271 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-EQUIPMENT RENTAL & LEASING, NEC [7359] STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 610 5TH AVENUE STREET 2: SUITE 610 CITY: NEW YORK STATE: NY ZIP: 10020 BUSINESS PHONE: 4156778990 MAIL ADDRESS: STREET 1: 1 BAY STREET, SUITE 400 STREET 2: PO BOX 12618 CITY: NASSAU STATE: C5 ZIP: ----- SC 13D/A 1 f27999a5sc13dza.htm AMENDMENT TO SCHEDULE 13D sc13dza
 

     
 
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 5 )*

THE CRONOS GROUP
(Name of Issuer)
Common Shares, $2.00 par value
(Title of Class of Securities)
L20708100
(CUSIP Number)
S. Nicholas Walker
One Bay Street, Suite 400
P. O. Box CB 12618
Nassau, Bahamas
(242) 502-3200
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 28, 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 that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 
 


 

                     
CUSIP No.
 
L20708100 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:

S. Nicholas Walker
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  United Kingdom
       
  7   SOLE VOTING POWER:
     
NUMBER OF   - 1,405,820 -
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   - 0 -
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   - 1,458,813 -
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    - 0 -
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  - 1,458,813 -
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  19.0%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  IN
(1) Based on 7,645,673 common shares of the Issuer currently outstanding. In determining the percentage of the Issuer’s outstanding shares beneficially owned by Mr. Walker, there is included, in both the numerator and the denominator, the shares beneficially owned by Mr. Walker under director’s stock units and vested director’s stock options held by him.


 

                     
CUSIP No.
 
L20708100 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:

The Lion Fund Limited
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Cayman Islands
       
  7   SOLE VOTING POWER:
     
NUMBER OF   - 1,087,070 -
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   - 0 -
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   - 1,087,070 -
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    - 0 -
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  - 1,087,070 -
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  14.2%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) Based on 7,645,673 common shares of the Issuer currently outstanding.


 

                     
CUSIP No.
 
L20708100 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:

York Lion Fund, L.P.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Delaware
       
  7   SOLE VOTING POWER:
     
NUMBER OF   - 249,152 -
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   - 0 -
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   - 249,152 -
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    - 0 -
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  - 249,152 -
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  3.3%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  PN
(1) Based on 7,645,673 common shares of the Issuer currently outstanding.


 

                     
CUSIP No.
 
L20708100 
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  of   
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1   NAMES OF REPORTING PERSONS:

York GP, Ltd.
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Cayman Islands
       
  7   SOLE VOTING POWER:
     
NUMBER OF   - 249,152 -
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   - 0 -
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   - 249,152 -
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    - 0 -
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  - 249,152 -
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  3.3%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) Based on 7,645,673 common shares of the Issuer currently outstanding.


 

                     
CUSIP No.
 
L20708100 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:

York Asset Management Limited
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  Not applicable
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  Bahamas
       
  7   SOLE VOTING POWER:
     
NUMBER OF   - 1,125,070 -
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   - 0 -
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   - 1,125,070 -
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    - 0 -
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  - 1,125,070 -
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  14.7%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) Based on 7,645,673 common shares of the Issuer currently outstanding.


 

                     
CUSIP No.
 
L20708100 
  Page  
  of   
17 

 

           
1   NAMES OF REPORTING PERSONS:

YorkProp Limited
   
  I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):
 
 
     
2   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

  (a)   o 
  (b)   þ 
     
3   SEC USE ONLY:
   
   
     
4   SOURCE OF FUNDS (SEE INSTRUCTIONS):
   
  WC
     
5   CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):
   
  o
     
6   CITIZENSHIP OR PLACE OF ORGANIZATION:
   
  British Virgin Islands
       
  7   SOLE VOTING POWER:
     
NUMBER OF   - 38,000 -
       
SHARES 8   SHARED VOTING POWER:
BENEFICIALLY    
OWNED BY   - 0 -
       
EACH 9   SOLE DISPOSITIVE POWER:
REPORTING    
PERSON   - 38,000 -
       
WITH 10   SHARED DISPOSITIVE POWER:
     
    - 0 -
     
11   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:
   
  - 38,000 -
     
12   CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):
   
  o
     
13   PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):
   
  0.5%(1)
     
14   TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):
   
  OO
(1) Based on 7,645,673 common shares of the Issuer currently outstanding


 

                     
CUSIP No.
 
L20708100 
  Page  
  of   
17 
     This Amendment No. 5 to Schedule 13D amends the Schedule 13D filed with the Securities and Exchange Commission (“SEC”) on May 15, 2003, as amended by Amendment No. 1 to the Schedule 13D, filed with the SEC on July 1, 2003, as amended by Amendment No. 2 to the Schedule 13D, filed with the SEC on August 13, 2003, as amended by Amendment No. 3 to the Schedule 13D, filed with the SEC on April 15, 2005, and as amended by Amendment No. 4 to the Schedule 13D, filed with the SEC on May 13, 2005, by The Lion Fund Limited, a Cayman Islands exempted company (“LFL”), York Lion Fund, L.P., a Delaware limited partnership (“Lion L.P.”), York GP, Ltd., a Cayman Islands exempted company (“York GP”), York Asset Management Limited, a company organized in the Commonwealth of Bahamas (“YAML”), YorkProp Limited, a British Virgin Islands company (“YorkProp”), and S. Nicholas Walker, with respect to the common shares, $2.00 par value per share, of The Cronos Group (the “Issuer”). LFL, Lion L.P., York GP, YAML, YorkProp, and S. Nicholas Walker are referred to collectively herein as the “Reporting Persons.” The Schedule 13D, as amended to date, is referred to herein as the “Schedule 13D.”
     This Amendment is being filed to report the entry by S. Nicholas Walker, LFL, Lion L.P., and YorkProp into a Support Agreement (the “Support Agreement”) with CRX Acquisition Ltd., a Bermuda exempted company (“Purchaser”). This Amendment amends the Schedule 13D as specifically set forth herein; reference is made to the Schedule 13D for information on the matters not specifically addressed in this Amendment. Except as amended and supplemented hereby, the Schedule 13D remains in full force and effect.
Item 2. Identity and Background.
     Item 2(b) of the Schedule 13D is hereby amended to state that the principal business address of Mr. Walker is Chelsea Place Apartment, Lyford Cay, P.O. Box N1717, Nassau NP, Bahamas, and the principal business and office address of each other Reporting Person is Deltec House, Lyford Cay, P.O. Box N1717, Nassau NP, Bahamas.
Item 4. Purpose of Transaction.
     Item 4 of the Schedule 13D is hereby amended by inserting the following after the second to last paragraph thereof:
     On February 28, 2007, S. Nicholas Walker, LFL, Lion L.P., and YorkProp entered into the Support Agreement with Purchaser. The Support Agreement relates to the Asset Purchase Agreement entered into between the Issuer, Purchaser, and FB Transportation Capital LLC, a Delaware limited liability company (“FB”), on the same date (the “Purchase Agreement”). The Purchaser is controlled by FB. The Purchase Agreement provides that, upon the terms and subject to the conditions set forth in the Purchase Agreement, the Purchaser will acquire all of the assets of Cronos and assume all of its liabilities (the “Assets Sale”) for approximately $133,680,000. The Purchase Agreement is filed as Exhibit 2.1 to the Issuer’s Current Report on Form 8-K filed with the SEC with an event date of February 28, 2007. As a condition to entering into the Purchase Agreement, Purchaser and FB required that Mr. Walker, LFL, Lion L.P., and YorkProp enter into the Support Agreement. Pursuant to the Support Agreement, Mr. Walker, LFL, Lion L.P., and YorkProp, who beneficially own, or may be deemed to beneficially own, an aggregate of 1,458,813 common shares of the Issuer (see “Item

 


 

                     
CUSIP No.
 
L20708100 
  Page  
  of   
17 
5. Interest in Securities of the Issuer”), are required to: (i) vote all common shares of the Issuer owned by them in favor of the Purchase Agreement and the transactions contemplated by the Purchase Agreement, including the Assets Sale; (ii) vote against any merger, business combination, or like transaction (other than the Assets Sale and the other transactions contemplated by the Purchase Agreement); (iii) not transfer their common shares of the Issuer pending completion of the three shareholder meetings being held to approve the Purchase Agreement and the transactions contemplated by the Purchase Agreement; and (iv) grant to Purchaser or the Issuer, on request, a proxy to vote their shares in accordance with the Support Agreement. The Support Agreement is explicit that the obligations therein do not affect Mr. Walker’s discharge of his duties and responsibilities as a director of the Issuer.
     The Support Agreement terminates upon the earlier to occur of (i) the approval of all matters to be presented at the third shareholder meeting be held to approve the transactions contemplated by the Purchase Agreement and (ii) the termination of the Purchase Agreement in accordance with its terms. The Support Agreement may also be terminated upon the written mutual consent of the parties thereto.
     The foregoing summary of certain provisions of the Support Agreement is qualified in its entirety by reference to the full text of the Support Agreement, which is attached hereto as Exhibit 1.
Item 5. Interest in Securities of the Issuer.
     Item 5 of the Schedule 13D is hereby amended to read in its entirety as follows:
     (a) The aggregate percentage of common shares of the Issuer reported owned by each of LFL, YorkProp, YAML, Lion L.P., York GP, and Mr. Walker is based upon 7,645,673 common shares outstanding.
     LFL beneficially owns 1,087,070 common shares of the Issuer, constituting 14.2% of the common shares outstanding. YorkProp beneficially owns 38,000 common shares of the Issuer, constituting 0.5% of the common shares of the Issuer outstanding. YAML may be deemed to beneficially own 1,125,070 common shares of the Issuer (of which 1,087,070 may be deemed beneficially owned by it by reason of its position as investment manager of LFL and 38,000 may be deemed beneficially owned by it by reason of its position as investment manager of YorkProp) constituting 14.7% of the common shares outstanding. Lion L.P. beneficially owns 249,152 common shares of the Issuer, constituting 3.3% of the common shares outstanding. By reason of its position as general partner of Lion L.P., York GP may be deemed to beneficially own 249,152 common shares of the Issuer, constituting 3.3% of the common shares outstanding.
     Mr. Walker beneficially owns, or may be deemed to beneficially own, an aggregate of 1,458,813 common shares of the Issuer (of which 1,087,070 may be deemed beneficially owned by him by reason of his position as the Managing Director of YAML (the investment manager of LFL); 249,152 may be deemed beneficially owned by him by reason of his position as the Managing Director of York GP; and 38,000 may be deemed beneficially owned by him by reason of his position as Managing Director of YorkProp and Managing Director of YAML (the investment manager of YorkProp)), representing, in the aggregate, 19.0% of the common shares

 


 

                     
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  of   
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outstanding.1 Of the 1,458,813 common shares which are, or may be deemed, beneficially owned by Mr. Walker, 4,867 of such common shares will be acquired by Mr. Walker upon settlement of director’s stock units granted to him under the Issuer’s 2005 Equity Incentive Plan, 45,126 of such common shares may be acquired by Mr. Walker upon exercise of vested director’s options under the Issuer’s Non-Employee Directors’ Equity Plan, and 3,000 of such common shares are restricted shares granted to Mr. Walker under the Issuer’s 2005 Equity Incentive Plan.
     Lion L.P.’s beneficial ownership, and York GP’s deemed beneficial ownership, of 249,152 common shares of the Issuer represents an increase of 12,152 common shares in Lion L.P.’s and York GP’s beneficial ownership since Amendment No. 4 to the Schedule 13D was filed. This increase is due to the acquisition of 12,152 common shares by Lion L.P. in the open market and not previously reported. Mr. Walker’s deemed beneficial ownership of 1,458,813 common shares of the Issuer represents an increase of 20,062 common shares in Mr. Walker’s beneficial ownership since Amendment No. 4 to the Schedule 13D was filed. This increase is due to the vesting of an additional 43 director’s options issued under the Issuer’s Non-Employee Directors’ Equity Plan, the grant of 4,867 director’s stock units and 3,000 restricted shares to Mr. Walker under the Issuer’s 2005 Equity Incentive Plan, and the acquisition of 12,152 common shares by Lion L.P. in the open market and not previously reported.
     YorkProp disclaims beneficial ownership of any common shares of the Issuer beneficially owned by Mr. Walker or by any other Reporting Person. YAML disclaims beneficial ownership of any common shares of the Issuer beneficially owned by Mr. Walker, Lion L.P., or YorkProp except to the extent of its pecuniary interest in YorkProp by reason of its position as investment manager of YorkProp. Mr. Walker is a potential beneficiary of a trust which owns the parent of YorkProp. Other than for his beneficial interest in said trust, Mr. Walker disclaims beneficial ownership of the 38,000 common shares of the Issuer owned by YorkProp except to the extent of his pecuniary interest in YorkProp by reason of his position as Managing Director of YorkProp and Managing Director of YAML (the investment manager of YorkProp). Mr. Walker is also a potential beneficiary of two trusts which collectively own 5% of the outstanding capital stock of LFL. Other than for his potential beneficial interest in said trusts, Mr. Walker disclaims beneficial ownership of the common shares of the Issuer owned by LFL, except to the extent of his pecuniary interest in LFL by reason of his position as Managing Director of YAML (the investment manager of LFL). Mr. Walker’s IRA owns a 0.75% interest in Lion L.P. and Mr. Walker is a beneficiary of a trust which owns an 84% interest in Lion L.P. Other than for his beneficial interest in said IRA and said trust, Mr. Walker disclaims beneficial ownership of the 249,152 common shares of the Issuer owned by Lion L.P. except to the extent of his pecuniary interest in Lion L.P. by reason of his position as Managing Director of York GP. Each of Lion L.P., York GP, and LFL disclaims beneficial ownership of any common shares of the Issuer beneficially owned by any other Reporting Person, except to the extent of such Reporting Person’s pecuniary interest therein.
     To the knowledge of the Reporting Persons, no person listed on Schedule A to the Schedule 13D beneficially owns common shares of the Issuer except to the extent of such
 
1   In determining the percentage of the Issuer’s outstanding shares beneficially owned by Mr. Walker, there is included in both the numerator and the denominator the shares deemed beneficially owned by Mr. Walker under director’s stock units and vested director’s stock options held by him.

 


 

                     
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person’s position as director of an entity listed on Schedule A.
     (b) Mr. Walker may be deemed to have sole voting power with respect to 1,405,820 common shares of the Issuer (of which 1,087,070 are beneficially owned by LFL; 249,152 are beneficially owned by Lion L.P.; and 38,000 are beneficially owned by YorkProp) and sole dispositive power with respect to 1,458,813 common shares. The common shares beneficially owned, or deemed to be owned, by Mr. Walker include the 1,087,070 common shares beneficially owned by LFL by reason of his position as Managing Director of YAML, the investment manager of LFL; the 249,152 common shares beneficially owned by Lion L.P. by reason of his position as Managing Director of York GP; and the 38,000 common shares beneficially owned by YorkProp by reason of his position as Managing Director of each of YorkProp and YAML. Mr. Walker has no voting rights with respect to the 4,867 common shares underlying director’s stock units or the 45,126 common shares underlying vested director’s options until common shares are issued to Mr. Walker upon settlement of the director’s stock units or exercise of the director’s options, respectively. Mr. Walker has no voting rights with respect to the 3,000 restricted shares until such shares vest.
     YorkProp has sole voting and dispositive power with respect to the 38,000 common shares of the Issuer beneficially owned by YorkProp. LFL has sole voting and dispositive power with respect to the 1,087,070 common shares of the Issuer beneficially owned by LFL. By reason of its position as investment manager of LFL and YorkProp, YAML may be deemed to have sole voting and dispositive power with respect to 1,125,070 common shares of the Issuer (of which 1,087,070 shares are beneficially owned by LFL and 38,000 are beneficially owned by YorkProp). Lion L.P. has sole voting and dispositive power with respect to the 249,152 common shares of the Issuer beneficially owned by Lion L.P. York GP may be deemed to have sole voting and dispositive power with respect to the 249,152 common shares of the Issuer beneficially owned by Lion L.P. by reason of its position as General Partner of Lion L.P.
     (c) Schedule B annexed hereto lists all transactions in the Issuer’s common shares in the last sixty days by the Reporting Persons.
     To the knowledge of the Reporting Persons, no person listed on Schedule A to the Schedule 13D effected a transaction in the Issuer’s common shares in the last sixty days.
     (d) No person (including persons listed on Schedule A to the Schedule 13D) other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such common shares of the Issuer, except to the extent of such person’s position as director of an entity listed on Schedule A to the Schedule 13D.
     (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
     Other than as described herein, there are no contracts, arrangements or understandings among the Reporting Persons, among the persons listed on Schedule A to the Schedule 13D, or between the Reporting Persons or the persons listed on Schedule A and any other person, with respect to the securities of the Issuer.

 


 

                     
CUSIP No.
 
L20708100 
  Page  
12 
  of   
17 
Item 7. Material to be Filed as Exhibits.
  1.   Support Agreement, dated February 28, 2007, by and among S. Nicholas Walker, LFL, Lion L.P., YorkProp, Dennis J. Tietz, Peter J. Younger, and CRX Acquisition Ltd., a Bermuda exempted company.
 
  2.   Joint Filing Agreement (incorporated by reference to Exhibit 2 of the Reporting Persons’ Amendment No. 4 to Schedule 13D filed on May 13, 2005).
 
  3.   Power of Attorney of The Lion Fund Limited (incorporated by reference to Exhibit 2 of the Reporting Persons’ Schedule 13D filed on May 15, 2003).
 
  4.   Power of Attorney of S. Nicholas Walker (incorporated by reference to Exhibit 3 of the Reporting Persons’ Schedule 13D filed on May 15, 2003).
 
  5.   Power of Attorney of York Lion Fund L.P. (incorporated by reference to Exhibit 4 of the Reporting Persons’ Amendment No. 3 to the Schedule 13D filed on April 15, 2005).
 
  6.   Power of Attorney of York GP, Ltd. (incorporated by reference to Exhibit 5 of the Reporting Persons’ Amendment No. 3 to the Schedule 13D filed on April 15, 2005).
 
  7.   Power of Attorney of York Asset Management Limited (incorporated by reference to Exhibit 6 of the Reporting Persons’ Amendment No. 3 to the Schedule 13D filed on April 15, 2005).
 
  8.   Power of Attorney of YorkProp Limited (incorporated by reference to Exhibit 8 of the Reporting Persons’ Amendment No. 4 to the Schedule 13D filed on May 13, 2005).

 


 

                     
CUSIP No.
 
L20708100 
  Page  
13 
  of   
17 
SIGNATURES
     After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
             
Dated: March 5, 2007   THE LION FUND LIMITED    
 
           
    By: York Asset Management Limited, Investment
        Manager
   
 
 
  By:   /s/ S. Nicholas Walker
 
S. Nicholas Walker,
Managing Director
   
 
           
    /s/ S. Nicholas Walker    
         
    S. NICHOLAS WALKER    
 
           
    YORK LION FUND, L.P.    
 
 
  By:   York GP, Ltd., General Partner    
 
           
 
  By:   /s/ S. Nicholas Walker    
 
           
 
      S. Nicholas Walker,
Managing Director
   
 
           
    YORK GP, LTD.    
 
 
  By:   /s/ S. Nicholas Walker    
 
           
 
      S. Nicholas Walker,
Managing Director
   

 


 

                     
CUSIP No.
 
L20708100 
  Page  
14 
  of   
17 
SIGNATURES
(Continued)
             
    YORK ASSET MANAGEMENT LIMITED    
 
           
 
  By:   /s/ S. Nicholas Walker    
 
           
 
      S. Nicholas Walker,
Managing Director
   
 
           
    YORKPROP LIMITED    
 
           
    By: York Asset Management Limited, Investment
        Manager
   
 
           
 
  By:   /s/ S. Nicholas Walker    
 
           
 
      S. Nicholas Walker,
Managing Director
   

 


 

                     
CUSIP No.
 
L20708100 
  Page  
15 
  of   
17 
SCHEDULE B
Transactions by Reporting Persons in the Common Shares of the Issuer Within the Past 60 Days
YORKPROP LIMITED
         
Common Shares Purchased   Price Per Share   Date of Purchase
NONE
  N/A   N/A
YORK LION FUND, L.P.
         
Common Shares Purchased   Price Per Share   Date of Purchase
NONE
  N/A   N/A
THE LION FUND LIMITED

 


 

                     
CUSIP No.
 
L20708100 
  Page  
16 
  of   
17 
         
Common Shares Purchased   Price Per Share   Date of Purchase
NONE
  N/A   N/A
YORK GP, LTD.
         
Common Shares Purchased   Price Per Share   Date of Purchase
NONE
  N/A   N/A
YORK ASSET MANAGEMENT LIMITED
         
Common Shares Purchased   Price Per Share   Date of Purchase
NONE
  N/A   N/A
S. NICHOLAS WALKER
         
Common Shares Purchased   Price Per Share   Date of Purchase
1,127 (director’s stock units
granted under The Cronos Group’s
2005 Equity Incentive Plan)
  N/A   January 2, 2007
 
       
17 (director’s stock units credited
under The Cronos Group’s 2005 Equity
Incentive Plan upon dividend on
common shares)
  N/A   January 10, 2007

 


 

                     
CUSIP No.
 
L20708100 
  Page  
17 
  of   
17 
EXHIBIT INDEX
     
Exhibit    
 
1.
  Support Agreement, dated February 28, 2007, by and among S. Nicholas Walker, LFL, Lion L.P., YorkProp, Dennis J. Tietz, Peter J. Younger, and CRX Acquisition Ltd., a Bermuda exempted company.

 

EX-99.1 2 f27999a5exv99w1.htm EXHIBIT 99.1 exv99w1
 

Execution Copy
SUPPORT AGREEMENT
     This Support Agreement (this “Agreement”) is dated as of February 28, 2007, by and among CRX Acquisition Ltd., a Bermuda exempted company (“Purchaser”), and the undersigned shareholders (individually, a “Holder” and collectively, the “Holders”) of The Cronos Group, a société anonyme holding organized and existing under the laws of the Grand Duchy of Luxembourg (the “Company”).
W I T N E S S E T H:
     WHEREAS, the Purchaser and the Company are parties, along with other entities, to that certain Asset Purchase Agreement dated as of the date hereof (the “Purchase Agreement”), which provides, among other things, that Purchaser shall purchase all of the assets of the Company and thereafter the Company shall liquidate;
     WHEREAS, as of the date hereof, each of the Holders is the record or beneficial owner of, and has the right, acting alone, to vote and dispose of the number of common shares, par value $2.00 per share, in the Company (the “Company Shares”) set forth opposite his, her or its name on Schedule I hereto; and
     WHEREAS, as an inducement and a condition to the Purchaser entering into the Purchase Agreement and incurring the obligations set forth therein, Purchaser has required that the Holders enter into this Agreement.
     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants and agreements contained herein, and intending to be legally bound hereby, the parties hereto agree as follows:
     1. Certain Definitions. Capitalized terms used herein but not defined shall have the respective meanings ascribed to them in the Purchase Agreement. In addition, for purposes of this Agreement:
     “Beneficially Own” or “Beneficial Ownership” with respect to any securities shall mean having “beneficial ownership” of such securities (as determined pursuant to Rule 13d-3 promulgated under the Exchange Act), including pursuant to any agreement, arrangement or understanding, whether or not in writing. Without duplicative counting of the same securities by the same holder, securities Beneficially Owned by a Person includes securities Beneficially Owned by all affiliates of such Person and all other Persons with whom such Person would constitute a “group” within the meaning of Section 13(d) of the Exchange Act and the rules promulgated thereunder.
     “Company Shares” shall have the meaning set forth in the recitals to this Agreement.
     “Owned Shares” shall mean, with respect to each Holder, the Company Shares Beneficially Owned by such Holder on the date hereof, together with any Company Shares Beneficially Owned by such Holder after the date hereof, and any other securities of the Company entitled, or which may be entitled, to vote generally in the election of

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directors and any securities convertible into or exercisable or exchangeable for such securities (whether or not subject to contingencies with respect to any matter or proposal submitted for the vote or consent of Shareholders), now or hereafter Beneficially Owned by each such Holder.
     “Transfer” shall mean, with respect to a security, the sale, transfer, pledge, hypothecation, encumbrance, assignment or disposition of such security or the Beneficial Ownership thereof, the offer to make such a sale, transfer or other disposition, and each option, agreement, arrangement or understanding, whether or not in writing, to effect any of the foregoing. As a verb, “Transfer” shall have a correlative meaning.
     2. Voting of Owned Shares; Proxy.
         (a) Each Holder hereby agrees that, during any time prior to the complete Liquidation of the Company while this Agreement is in effect, at any meeting (whether an extraordinary general meeting or otherwise, and whether or not an adjourned or postponed meeting) of the Shareholders, however called, or in connection with any written consent of the Shareholders, Holder shall vote (or cause to be voted), in his, her or its capacity as a Shareholder, all Owned Shares: (i) in favor of the adoption of the transactions contemplated by the Purchase Agreement, including, but not limited to any items to be considered and voted upon at any of the Shareholders’ Meetings; (ii) against any action or agreement that would (A) result in a breach of any covenant, representation or warranty or any other obligation or agreement of the Company under the Purchase Agreement or of the Holders under this Agreement or (B) impede, interfere with, delay, postpone, or adversely affect the Assets Sale, the Liquidation or the transactions contemplated by the Purchase Agreement or this Agreement; and (iii) against the following actions (other than the Assets Sale, the Liquidation and the transactions contemplated by the Purchase Agreement and this Agreement): (I) any extraordinary corporate transaction, such as a recapitalization, merger, consolidation or other business combination involving the Company and/or any of its Subsidiaries, (II) any sale, lease or transfer of a material amount of the assets or business of the Company and/or any of its Subsidiaries; and (III) any other action which is intended or could reasonably be expected to impede, interfere with, delay, postpone, discourage or adversely affect the Assets Sale, the Liquidation or any of the transactions contemplated by the Purchase Agreement or this Agreement or the contemplated economic benefits of any of the foregoing; provided, that nothing in the foregoing provisions of this Section 2 shall be deemed to limit any Holder’s right, upon instruction from the Purchaser, to vote for any adjournment or postponement of any meeting of the Shareholders. The Holders, in their capacity as Shareholders, shall not enter into any agreement, arrangement or understanding with any Person the effect of which would be inconsistent with or violative of the provisions and agreements contained in or referenced by this
Section 2(a).
          (b) Each Holder agrees to grant, at the request of the Purchaser or, as the case may be, the Company, upon the execution and delivery of the Purchase Agreement, a proxy to vote the Owned Shares as indicated in subsection 2(a) above. Each Holder intends such proxy to be irrevocable and coupled with an interest and will take such further action or execute such other instruments as may be necessary to effectuate the intent of this proxy and hereby revokes any proxy previously granted by him, her or it with respect to the Owned Shares; provided,

2


 

however, that such proxy shall terminate and be deemed revoked upon the termination of this Agreement pursuant to Section 3 hereof.
          (c) Each Holder’s obligations hereunder are undertaken strictly in Holder’s capacity as a Shareholder, and no such obligation shall affect Holder or any of Holder’s affiliates in their capacity as a director or officer of the Company or as a fiduciary to any other person (other than any of the Shareholders), or shall be construed to require Holder to take, or in any way limit any action that Holder may take, to discharge Holder’s duties in such other capacity.
          (d) Each Holder shall vote on all issues other than those specified in this Section 2 that may come before a meeting of the Shareholders in his, her or its sole discretion, provided that such vote does not contravene the provisions of this Section 2. In the case of a Holder who is a member of the Company’s Board of Directors, nothing in this Agreement shall be deemed to govern or relate to any actions, omissions to act, or votes taken or not taken by such Holder in his or her capacity as a director of the Company and no action taken by such Holder in his or her capacity as a director of the Company shall be deemed to violate any of such Holder’s duties under this Agreement.
          (e) The Holders each further agree, until the consummation of the transactions contemplated under the Purchase Agreement or the termination of the Purchase Agreement, to refrain from soliciting or, subject to the terms of the Purchase Agreement, negotiating or accepting any offer of merger, consolidation, or acquisition of any of the Company Shares or all or substantially all of the assets of the Company and its subsidiaries, taken as a whole.
     3. Termination. This Agreement shall terminate upon the earlier to occur of (i) the approval of all matters to be presented at the Third Shareholders’ Meeting and (ii) the termination of the Purchase Agreement in accordance with its terms; provided, however, that the provisions of Section 8(c) hereof shall survive any such termination.
     4. Restrictions on Transfer; Other Proxies. The Holders shall not, directly or indirectly; (i) Transfer to any Person any or all Owned Shares; (ii) grant any proxies or powers of attorney, deposit any Owned Shares into a voting trust or enter into a voting agreement, understanding or arrangement with respect to such Owned Shares; or (iii) take any action in their capacity as Shareholders that would make any representation or warranty of the Holders contained herein untrue or incorrect or would result in a breach by the Holders of their obligations under this Agreement or a breach by the Company of its obligations under the Purchase Agreement. Nothing in this Section 4 shall be deemed to limit rights of any persons other than the Holders. Each Holder further agrees to cause the Company not to register the Transfer of any certificate representing any of the Owned Shares unless such Transfer is made in accordance with the terms of this Agreement.
     5. Representations and Warranties of the Holders. Each Holder hereby represents and warrants to Purchaser as follows, solely with respect to himself, herself or itself:
          (a) Holder has all necessary power and authority to execute and deliver this Agreement and to perform his, her or its respective obligations hereunder. If Holder is an individual, Holder has the legal capacity to execute and deliver this Agreement. If Holder is an

3


 

entity, the execution and delivery by such Holder of this Agreement and the performance by the Holder of its obligations hereunder have been duly and validly authorized by the governing body of Holder and no other corporate or other proceedings on the part of Holder are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.
          (b) This Agreement has been duly and validly executed and delivered by Holder and, assuming the due authorization, execution and delivery hereof by Purchaser, constitutes a valid and binding obligation of Holder, enforceable against the Holder in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)).
          (c) Holder is the record and Beneficial Owner of all of the Owned Shares indicated opposite such Holder’s name on Schedule I hereto, which constitute all of the Owned Shares Beneficially Owned by such Holder as of the date hereof, and which are free and clear of all liens, pledges, charges, claims, security interests and other encumbrances. Other than as provided in this Agreement and under applicable securities laws, there are no restrictions on the voting rights or right of disposition, or any co-sale rights or rights of first refusal or similar rights, pertaining to such Owned Shares.
          (d) Neither the execution and delivery of this Agreement nor the consummation by the Holder of the transactions contemplated hereby will conflict with or constitute a violation of or default under any contract, commitment, agreement, arrangement or restriction of any kind to which Holder is a party or by which Holder is bound.
     6. Representations and Warranties of Purchaser. Purchaser hereby represents, warrants and covenants to the Holders as follows:
          (a) Purchaser is a corporation duly organized, validly existing and in good standing under the laws of Bermuda. Purchaser has all necessary corporate power and authority to execute and deliver this Agreement and to perform its obligations hereunder. The execution and delivery by Purchaser of this Agreement and the performance by Purchaser of its obligations hereunder have been duly and validly authorized by the Board of Directors of Purchaser and no other corporate proceedings on the part of Purchaser are necessary to authorize the execution, delivery or performance of this Agreement or the consummation of the transactions contemplated hereby.
          (b) This Agreement has been duly and validly executed and delivered by Purchaser and, assuming the due authorization, execution and delivery hereof by the Holders, constitutes a valid and binding obligation of Purchaser, enforceable against Purchaser in accordance with its terms (subject to the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law)).

4


 

          (c) Neither the execution and delivery of this Agreement nor the consummation by Purchaser of the transactions contemplated hereby will conflict with or constitute a violation of or default under any contract, commitment, agreement, arrangement or restriction of any kind to which Purchaser is a party or by which Purchaser is bound.
          7. Further Assurances. From time to time, at the other party’s request and without further consideration, each party hereto shall execute and delivery such additional documents and take all such further lawful action as may be commercially reasonable to consummate and make effective, in the most expeditious manner practicable, the transactions contemplated by this Agreement.
          8. Miscellaneous.
          (a) This Agreement constitutes the entire agreement between the parties hereto pertaining to the subject matter hereof and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, of the parties, and there are no warranties, representations or other agreements between the parties in connection with the subject matter hereof except as set forth specifically herein or contemplated hereby. Each party to this Agreement agrees that (i) no other party to this Agreement (including its agents and representatives) has made any representation, warranty, covenant or agreement to or with such party relating to the transactions contemplated hereby, other than those expressly set forth in this Agreement and the agreements referenced herein, and (ii) such party has not relied upon any representation, warranty, covenant or agreement relating to the transactions contemplated hereby, other than those referred to in clause (i) above. In this Agreement, unless the contrary intention appears, words importing the singular include the plural and vice versa.
          (b) The Holders agree that this Agreement and the respective rights and obligations of the Holders hereunder shall attach to any Company Shares, any securities convertible into such shares, and any other securities of the Company entitled, or which may be entitled, to vote generally in the election of directors and any securities convertible into or exercisable or exchangeable for such securities (whether or not subject to contingencies with respect to any matter or proposal submitted for the vote or consent of the Shareholders), that may become Beneficially Owned by such Holders.
          (c) All costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such expenses.
          (d) This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns, but neither this Agreement nor any of the rights, interests or obligations hereunder shall be assigned by any party (whether by operation of law or otherwise) without the prior written consent of each other party to this Agreement; provided, that Purchaser may assign its rights and obligations hereunder to any subsidiary or affiliate of Purchaser, but no such assignment shall relieve Purchaser of its obligations hereunder. This Agreement shall be binding upon and inure solely to the benefit of each party hereto, and nothing in this Agreement, express or implied, is intended to or shall confer upon any other Person any rights, benefits or remedies of any nature whatsoever under or by reason of this Agreement.

5


 

          (e) This Agreement may not be amended, changed, supplemented, or otherwise modified or terminated, except upon the execution and delivery of a written agreement executed by each of the parties hereto. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision hereof (regardless of whether similar), nor shall any such waiver constitute a continuing waiver unless otherwise expressly provided by such other party hereunder, but any such waiver shall be effective only if in writing executed by the waiving party.
          (f) All notices, requests, demands and other communications required or permitted to be given by any provision of this Agreement shall be in writing or transmitted electronically and shall be deemed to have been duly given upon receipt if received before 5:00 p.m. of a business day or, on the business day following receipt if received after 5:00 p.m. of a business day, addressed as follows:
If to a Holder, addressed to the address set forth on Schedule I
attached hereto.
If to Purchaser, addressed to:
CRX Acquisition Ltd.
c/o Fortis Capital Corporation
153 East 53rd St.
27th Floor
New York, New York 10022
Attention: Executive Vice President and General Counsel
Facsimile: (212) 340-6179
With a copy to (which shall not constitute notice):
Mayer, Brown, Rowe & Maw LLP
700 Louisiana Street, Suite 3400
Houston, Texas 77002
Attention: David L. Ronn
Facsimile: (713) 238-4661
          (g) If any provision of the Agreement is rendered or declared illegal or unenforceable by reason of any existing or subsequently enacted legislation or by decree of a court of last resort, the parties hereto shall promptly meet and negotiate substitute provisions for those rendered or declared illegal or unenforceable, but all of the remaining provisions of this Agreement shall remain in full force and effect.
          (h) Each of the parties hereto acknowledges and agrees that in the event of any breach of this Agreement, each non-breaching party would be irreparably and immediately harmed and could not be made whole by monetary damages. It is accordingly agreed that the parties hereto (i) will waive, in any action for specific performance, the defense of adequacy of a remedy at law and (ii) shall be entitled, in addition to any other remedy to which they may be entitled at law or in equity, to compel specific performance of this Agreement in any action

6


 

instituted in any state or federal court sitting in New York or an applicable court in the Grand Duchy of Luxembourg.
          (i) All rights, powers and remedies provided under this Agreement or otherwise available in respect hereof at law or in equity shall be cumulative and not alternative, and the exercise of any thereof by any party shall not preclude the simultaneous or later exercise of any other such right, power or remedy by such party. The failure of any party hereto to exercise any right, power or remedy provided under this Agreement or otherwise available in respect hereof at law or in equity, or to insist upon compliance by any other party hereto with its obligations hereunder, and any custom or practice of the parties at variance with the terms hereof, shall not constitute a waiver by such party of its right to exercise any such or other right, power or remedy or to demand such compliance.
          (j) This Agreement shall be governed and construed in accordance with the laws of New York (regardless of the laws that might otherwise govern under applicable principles of conflicts of law) as to all matters, including maters of validity, construction, effect, performance and remedies; provided, however, that the internal laws of the Grand Duchy of Luxembourg shall apply with respect to matters governed thereby.
          (k) The headings of the sections herein are inserted for convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement.
          (l) This Agreement may be executed in multiple counterparts each of which shall be deemed an original and all of which shall constitute one instrument.
     Unless otherwise noted, all section references in this Agreement are references to the specified section of this Agreement.
[signature pages follow]

7


 

     IN WITNESS WHEREOF, Purchaser and each of the Holders have caused this Agreement to be duly executed as of the day and year first above written.
         
  PURCHASER:

CRX ACQUISITION LTD.
 
 
  By:   /s/ Milton Anderson    
    Name:   Milton Anderson   
    Title:   President   
 
         
  HOLDERS:
 
 
  /s/ S. Nicholas Walker    
  S. NICHOLAS WALKER   
     
 
         
  THE LION FUND LIMITED
 
 
  By:   York Asset Management Limited,    
  Investment Manager   
     
  By:   /s/ S. Nicholas Walker    
    S. Nicholas Walker,   
    Managing Director   
 
         
  YORK LION FUND, L.P.
 
 
  By:   York GP, Ltd.,    
  General Partner   
     
  By:   /s/ S. Nicholas Walker    
    S. Nicholas Walker,   
    Managing Director   

8


 

         
  YORKPROP LIMITED
 
 
  By:   York Asset Management Limited,    
    Investment Manager   
     
  By:   /s/ S. Nicholas Walker    
    S. Nicholas Walker,   
    Managing Director   
 
     
  /s/ Dennis J. Tietz    
  DENNIS J. TIETZ   
     
 
  /s/ Peter J. Younger    
  PETER J. YOUNGER   
     
 

9


 

SCHEDULE I
         
Holder   Address for Notice   Number of Company Shares
         
S. Nicholas Walker
  Chelsea Place Apartment    31,598
 
  Lyford Cay    
 
  PO Box N1717    
 
  Nassau NP    
 
  Bahamas    
 
       
The Lion Fund Limited
  c/o S. Nicholas Walker    1,087,070
 
  Deltec House    
 
  Lyford Cay    
 
  PO Box N1717    
 
  Nassau NP    
 
  Bahamas    
 
       
York Lion Fund, L.P.
  c/o S. Nicholas Walker    249,152
 
  Deltec House    
 
  Lyford Cay    
 
  PO Box N1717    
 
  Nassau NP    
 
  Bahamas    
 
       
YorkProp Limited
  c/o S. Nicholas Walker    38,000
 
  Deltec House    
 
  Lyford Cay    
 
  PO Box N1717    
 
  Nassau NP    
 
  Bahamas    
 
       
Dennis J. Tietz
  c/o Cronos Capital Corp.    32,145
 
  One Front Street, Suite 925    
 
  San Francisco, California 94111    
 
       
Peter J. Younger
  c/o Cronos Capital Corp.    4,950
 
  One Front Street    
 
  Suite 925    
 
  San Francisco, California 94111    

S-1

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