##### Table of Contents



SECURITIES AND EXCHANGE COMMISSION
  FORM 10-K/A
 (Amendment No. 1)
  x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
  THE CRONOS GROUP
  LUXEMBOURG
    
    NOT APPLICABLE(State or other Jurisdiction of incorporation or organization)
    
    (I.R.S. Employer Identification No.)
 5, RUE GUILLAUME KROLL, L-1882 LUXEMBOURG  (Address of principal executive
offices)(zip code)
  Securities registered pursuant to Section 12(b) of the Act.
 Title of each class
    
    Name of each exchange
on which registeredNone
    
    Not applicable
 Securities registered pursuant to Section 12(g) of the Act.
 Common Shares, $2 par value per share
 Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule
405 of the Securities Act.
          YES o NO x
 Indicate by check mark if the Registrant is not required to file reports pursuant to Section
13 or Section 15(d) of the Act.
          YES o NO x
 Indicate by check mark whether the Registrant (1) has filed all reports required to be filed
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or
for such shorter period that the Registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. YES x NO o
 Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K is not contained herein, and will not be contained, to the best of Registrants knowledge, in
definitive proxy or information statements incorporated by reference in PART III of this Form 10-K
or any amendment to this Form 10-K . o
 Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
 Large accelerated filero
Accelerated filero
Non-accelerated filerx Indicate by check mark whether the registrant is a shell company (as defined in Exchange Act Rule
12b-2) Yes o No x
 The aggregate market value of common shares held by non-affiliates of the Registrant
calculated by reference to the closing price on June 30, 2006 (the last business day of the
Registrants second fiscal quarter in 2006), was approximately $68,815,562.
 The number of Common Shares outstanding as of March 30, 2007:
 Class
    
    Number of Shares OutstandingCommon
    
    7,645,673




---



##### 



TABLE OF CONTENTS
 The Cronos Group
 PageEXPLANATORY NOTE
    
    iiPART III
    
    
    1Item 10  Directors, Executive Officers and Corporate Governance
    
    
    1A.   Directors of the Company
    
    
    1B.   Executive Officers of the Group
    
    
    2C.   Section 16(a) Beneficial Ownership Reporting Compliance
    
    
    3D.   Code of Ethics
    
    
    3E.   Audit Committee
    
    
    4Item 11  Executive Compensation
    
    
    4A.   Compensation Discussion and Analysis
    
    
    4B.   Summary Compensation Table
    
    
    10C.   Grants of Plan-Based Awards
    
    
    11D.   Outstanding Equity Awards at Fiscal Year-End
    
    
    11E.   Option Exercises and Stock Vested Table
    
    
    12F.   Pension Benefits
    
    
    12G.   Non-qualified Deferred Compensation
    
    
    12H.   Employment Agreements
    
    
    13I.     Potential Payments Upon Termination or Change in Control
    
    
    17J.     Independent Director Compensation
    
    
    21K.   Compensation Committee Interlocks and Insider Participation
    
    
    23L.   Compensation Committee Report
    
    
    23Item 12  Security Ownership of Certain Beneficial Owners and Management and Related
Stockholder Matters
    
    
    24A.   Security Ownership of Certain Beneficial Owners and Management
    
    
    24B.   Equity Compensation Plan Information
    
    
    27Item 13  Certain Relationships and Related Transactions
    
    
    28Item 14  Principal Accountant Fees and Services
    
    
    28PART IV
    
    
    29Item 15  Exhibits and Financial Statement Schedules
    
    
    29EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1
  i




---



##### Table of Contents



EXPLANATORY NOTE
 Amendment SEC Original
Filing
 Company Cronos Group
 ii




---



##### Table of Contents



PART III
 
 Item 10  Directors, Executive Officers and Corporate Governance
 
 A.
    
    Directors of the Company
  Dennis J. Tietz
 CCC
 Peter J. Younger
  Maurice Taylor
  S. Nicholas Walker
 York
 1




---



##### Table of Contents



Robert M. Melzer
  
 B.
    
    Executive Officers of the Group
  Frank P. Vaughan
  2




---



##### Table of Contents



John M. Foy
  John C. Kirby
  
 C.
    
    Section16(a)Beneficial Ownership Reporting Compliance
  
 D.
    
    Code of Ethics
 www.cronos.com
 
 3




---



##### Table of Contents



E.
    
    Audit Committee
  
 Item 11  Executive Compensation
 
 A.
    
    Compensation Discussion and Analysis
  
    
    Dennis J. Tietz, Chairman and Chief Executive Officer
    
    Peter J. Younger, President and Chief Operating Officer
    
    Frank P. Vaughan, Chief Financial Officer and Senior Vice President
    
    John C. Kirby, Senior Vice President
    
    John M. Foy, Senior Vice President1.
    
    Compensation Objectives.
  NEO
    
    Year of HireDennis J. Tietz
    
    
    1981Peter J. Younger
    
    
    1987Frank P. Vaughan
    
    
    1991John C. Kirby
    
    
    1985John M. Foy
    
    
    1985
 4




---



##### Table of Contents



Assets
Sale Purchaser Parties
  2005 Plan
 Overview of Executive Compensation Components
  Pay Element
    
    
    Purpose and DescriptionBase Salary
    
    
    Provide fixed compensation.Annual Cash Bonus
    
    
    Provide incentive to achieve the Companys
business plan.Long-Term Incentives
    
    
    Align the interests of our executive officers
with our shareholders by providing compensation
in the form of restricted shares, vesting over
time.Severance Benefits
    
    
    Promote stability and loyalty to the Company by
providing severance benefits. Messrs. Tietz
and Younger are entitled to up to two years
severance of base and bonus compensation if
 5




---



##### Table of Contents



Pay Element
    
    
    Purpose and Descriptionthey are terminated without cause or they
resign for good reason. Our other NEOs are
entitled to up to two years severance of base
salary if they are terminated without cause.Retirement Benefits
    
    
    Provide financial security in retirement
through tax-deferred retirement savings
programs whereby the Company contributes a
percentage of contributions made by
participants to the programs.Welfare Benefits
    
    
    Our NEOs participate in employee benefit plans
generally available to our employees, including
medical, health, life insurance, and disability
plans.
A continuation of medical benefits may occur as
a part of severance upon certain terminations
of employment.Change in Control Benefits
    
    
    Messrs. Tietz and Younger are entitled to
change in control payments (transaction
bonuses) in the event of a change in control.
  Establishment of Base and Bonus Compensation
   6




---



##### Table of Contents



CAPEX
  CF Leasing
  2006 Long-Term Incentives
  7




---



##### Table of Contents



NEO
    
    Restricted Share AwardDennis J. Tietz
    
    12,000 sharesPeter J. Younger
    
    12,000 sharesFrank P. Vaughan
    
    5,000 sharesJohn C. Kirby
    
    5,000 sharesJohn M. Foy
    
    5,000 shares
 8




---



##### Table of Contents



Stock Ownership Requirements
  Impact of Accounting and Tax Treatment of Compensation
   Role of Executive Officers in Determining Compensation
  9




---



##### Table of Contents



B. Summary Compensation Table
  Change inPensionValue andNon-
    
    
    Nonqualified
    
    
    AllStock
    
    
    Option
    
    
    Equity
    
    
    Deferred
    
    
    OtherName and
    
    
    
    
    
    Salary
    
    
    Bonus
    
    
    Awards
    
    
    Awards
    
    
    Incentive
    
    
    Comp.
    
    
    Comp.Principal Position
    
    Year
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    ($)
    
    
    Plan Comp. ($)
    
    
    Earnings ($)
    
    
    ($) (1)
    
    
    Total ($)Denis J. Tietz (2)
Chief
Executive
Officer and
Chairman of
the Board
    
    
    2006
    
    
    
    414,750
    
    
    
    155,531
    
    
    
    54,640
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    91,060
    
    
    
    718,981Peter J. Younger
President,
Chief
Operating
Officer and
Director
    
    
    2006
    
    
    
    397,551
    
    
    
    149,081
    
    
    
    54,640
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    27,569
    
    
    
    628,841Frank P. Vaughan
Chief
Financial
Officer and
Senior Vice
President
    
    
    2006
    
    
    
    303,956
    
    
    
    80,000
    
    
    
    21,844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,470
    
    
    
    418,270John M. Foy
Senior Vice
President
    
    
    2006
    
    
    
    275,551
    
    
    
    80,000
    
    
    
    21,844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    28,635
    
    
    
    406,030John C. Kirby
Senior Vice
President
    
    
    2006
    
    
    
    322,377
    
    
    
    80,000
    
    
    
    21,844
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    32,122
    
    
    
    456,343
 
 (1) This column represents retirement plan contributions made by the Company on behalf of the named
officer, health insurance contributions and other benefits.(2) The amount reported under All Other Comp. for Mr. Tietz in 2006 includes $55,846 representing
his share of fees and distributions payable to Cronos Capital Corp. (CCC), an indirect
subsidiary of the Company, as general partner of the U.S. limited partnerships managed by CCC. 10




---



##### Table of Contents



C. Grants of Plan-Based Awards
  All OtherOptionAll Other
    
    Awards:
    
    
    
    GrantStock
    
    Number
    
    
    
    Date FairEstimated Future Payouts
    
    Estimated Future Payouts
    
    Awards:
    
    of
    
    Exercise or
    
    Value ofUnder Non-Equity
    
    Under Equity
    
    Number of
    
    Securities
    
    Base Price
    
    StockIncentive Plan Awards
    
    Incentive Plan Awards
    
    Shares of
    
    Under-
    
    of Option
    
    andGrant
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Stock or
    
    lying
    
    Awards
    
    OptionName
    
    Date
    
    ($)
    
    ($)
    
    ($)
    
    (#)
    
    (#)
    
    ($)
    
    Units (#)
    
    Options (#)
    
    ($/Sh)
    
    AwardsDennis J. Tietz
    
    3/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    (1)
    
    
    
    
    
    
    156,000Peter J. Younger
    
    3/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    12,000
    (1)
    
    
    
    
    
    
    156,000Frank P. Vaughan
    
    3/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (1)
    
    
    
    
    
    
    65,000John M. Foy
    
    3/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (1)
    
    
    
    
    
    
    65,000John C. Kirby
    
    3/9/06
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (1)
    
    
    
    
    
    
    65,000
 
 (1)
    
    Restricted shares awarded under the Companys 2005 Plan with a zero purchase price.  
 D. Outstanding Equity Awards at Fiscal Year-End
  11




---



##### Table of Contents



Option Awards
    
    Stock AwardsEquityIncentiveEquity
    
    PlanIncentive
    
    Awards:Plan
    
    Market orEquity
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Awards:
    
    PayoutIncentive
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Value ofPlan
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Unearned
    
    UnearnedAwards:
    
    
    
    
    
    
    
    
    
    
    
    
    
    Market
    
    Shares,
    
    Shares,Number of
    
    Number of
    
    Number of
    
    
    
    
    
    
    
    
    
    Number of
    
    Value of
    
    Units or
    
    Units orSecurities
    
    Securities
    
    Securities
    
    
    
    
    
    
    
    
    
    Shares or
    
    Shares or
    
    Other
    
    OtherUnderlying
    
    Underlying
    
    Underlying
    
    
    
    
    
    
    
    
    
    Units of
    
    Units of
    
    Rights
    
    RightsUnexercised
    
    Unexercised
    
    Unexercised
    
    Option
    
    Option
    
    Stock That
    
    Stock That
    
    That Have
    
    That HaveOptions (#)
    
    Options (#)
    
    Unearned
    
    Exercise
    
    Expiration
    
    Have Not
    
    Have Not
    
    Not
    
    NotName
    
    Exercisable
    
    Unexercisable
    
    Options (#)
    
    Price ($)
    
    Date
    
    Vested (#)
    
    Vested ($)
    
    Vested (#)
    
    Vested ($) (1)Dennis J. Tietz
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    
    4.375
    
    
    
    12/10/2008
    
    
    
    
    
    
    
    
    
    
    
    8,000
    (2)
    
    
    124,40012,000
    (3)
    
    
    186,600Peter J. Younger
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    8,000
    (2)
    
    
    124,40012,000
    (3)
    
    
    186,600Frank P. Vaughan
    
    
    25,000
    
    
    
    
    
    
    
    
    
    
    
    5.250
    
    
    
    2/3/2010
    
    
    
    
    
    
    
    
    
    
    
    3,000
    (2)
    
    
    46,65010,000
    
    
    
    
    
    
    
    
    
    
    
    4.875
    
    
    
    1/8/2011
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (3)
    
    
    77,750John M. Foy
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    5.250
    
    
    
    2/3/2010
    
    
    
    
    
    
    
    
    
    
    
    3,000
    (2)
    
    
    46,65015,000
    
    
    
    
    
    
    
    
    
    
    
    4.875
    
    
    
    1/8/2011
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (3)
    
    
    77,750John C. Kirby
    
    
    80,000
    
    
    
    
    
    
    
    
    
    
    
    5.250
    
    
    
    2/3/2010
    
    
    
    
    
    
    
    
    
    
    
    3,000
    (2)
    
    
    46,65015,000
    
    
    
    
    
    
    
    
    
    
    
    4.875
    
    
    
    1/8/2011
    
    
    
    
    
    
    
    
    
    
    
    5,000
    (3)
    
    
    77,750
 
 (1)
    
    Calculated based on the closing sale price of the Companys common shares on December 29, 2006
of $15.55 per share.(2)
    
    These restricted shares vest on July 15, 2009.(3)
    
    These restricted shares vest on March 9, 2010. 
 E. Option Exercises and Stock Vested Table
 SARs
 
 F. Pension Benefits
  
 G. Non-qualified Deferred Compensation
  12




---



##### Table of Contents



H. Employment Agreements
 Dennis J. Tietz Agreement
  Non-Solicitation Payment
  13




---



##### Table of Contents




    
    A Change in Control is defined as the occurrence of any of the following
events: (i) any person as such term is used in Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended (the Exchange Act) is or becomes the beneficial
owner (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power of the
Companys then outstanding securities; (ii) the closing of an agreement and plan of merger
or consolidation of the Company with any other corporation is approved, other than a merger
or consolidation (a) in which the outstanding voting securities of the Company hold more
than 50% of the voting power of the surviving entity, or (b) effected to implement a
recapitalization of the Company (or similar transaction) in which no person acquires more
than 25% of the combined voting power of the Companys outstanding securities; or (iii) the
closing of an agreement for the sale or disposition by the Company of all or substantially
all of the Companys assets, other than to a person or persons who beneficially own,
directly or indirectly, at least 50% or more of the combined voting power of the
outstanding voting securities of the Company.
 
    
    Cause is defined as the employees (i) willful dishonesty toward, fraud upon,
or deliberate injury or attempted injury to, the Company, or (ii) willful material breach
of the Agreement which results in a material injury to the Company; provided that Cause
is not deemed to exist as a result of any act or omission believed by the employee, in good
faith, to have been in the interest of the Company.
 
    
    Good Reason for the employee to resign exists if the Company does any of the
following without the employees consent: (i) fails to provide required compensation; (ii)
materially reduces the employees titles, position, duties, and/or authority; (iii) fails
to nominate the employee to serve on the board or to serve as Chairman of the board; or
(iv) materially breaches the terms of the Agreement.
 
    
    An Equity Change in Control is defined as one of the following events: (i) a
Schedule 13D or 13G is filed pursuant to the Exchange Act indicating that any person or
group has become the holder of 20% or more of the outstanding voting shares of the Company;
(ii) as a result of or in connection with any cash tender offer, merger, or other business
combination, sale of assets or contested election, or combination of the foregoing, the
persons who were directors of the Company just prior to such event cease within one year to
constitute a majority of the board; (iii) the Companys stockholders approve a definitive
agreement providing for a transaction in which the Company will cease to be an independent
publicly owned corporation; (iv) the stockholders of the Company approve a definitive
agreement to sell or otherwise dispose of all or substantially all of the Companys assets
or to merge or consolidate the Company with or into another corporation in which the
holders of the Companys voting shares immediate before such merger or reorganization will
not, immediately following such merger or reorganization, hold both the ability to elect at
least a majority of the directors of the surviving corporation and at least a majority in
value of the surviving corporations outstanding equity securities; or (v) a tender or
exchange offer is made by a person or group (as such
 14




---



##### Table of Contents



terms are defined in Section 13(d)(3) of the Exchange Act) and such offer resulted in such
person or group holding an aggregate of 20% or more of the outstanding voting shares of the
Company.
 Peter J. Younger Agreement
  Frank P. Vaughan Employer Agreement
  15




---



##### Table of Contents



Cause
  John M. Foy Employer Agreement
  16




---



##### Table of Contents



Cause
  John C. Kirby Employer Agreement
 Cause
  
 I. Potential Payments Upon Termination or Change in Control
 Payments Pursuant to Employment Agreements
 Severance Payments and Benefits
 17




---



##### Table of Contents



Name
    
    Cash Severance ($)Dennis J. Tietz
    
    
    570,281Peter J. Younger
    
    
    546,632Frank P. Vaughan
    
    
    395,187John M. Foy
    
    
    505,177John C. Kirby
    
    
    614,736
   Name
    
    Value of Insurance Benefits ($)Dennis J. Tietz
    
    
    20,214Peter J. Younger
    
    
    16,319Frank P. Vaughan
    
    
    3,795John M. Foy
    
    
    24,998John C. Kirby
    
    
    8,329
  18




---



##### Table of Contents



Payments Upon a Change in Control
  Accelerated Vesting
 Accelerated Vesting of Awards Granted under the 2005 Equity Incentive Plan
  Disability Cause
 19




---



##### Table of Contents



Qualified Retirement
   
    
    A Change in Control is defined as any of the following: (i) when any person
as defined in Section 3(a)(9) of the Exchange Act and as used in Sections 13(d) and 14(d)
thereof, including a group as defined in Section 13(d) of the Exchange Act, but excluding
the Company and any subsidiary and any employee benefit plan sponsored or maintained by the
Company or any subsidiary, directly or indirectly, becomes the beneficial owner (as
defined in Rule 13d-3 under the Exchange Act), of securities of the Company representing
50% or more of the combined voting power of the Companys then outstanding securities;
provided, however, that the terms person and group shall not include any Excluded
Director, defined as any director who, on the effective date, is the beneficial owner of
or has the right to acquire an amount of stock equal to or greater
than 5% of the number of shares of stock outstanding on the effective date; and provided further, however, that,
unless otherwise determined by the board or any committee thereof, the terms person and
group shall not include any entity or group of entities which has acquired stock of the
Company in the ordinary course of business
 20




---



##### Table of Contents



for investment purposes only and not with the purpose or effect of changing or influencing
the control of the Company, or in connection with or as a participant in any transaction
having such purpose or effect, as demonstrated by the filing by such entity or group of a
statement on Schedule 13G (including amendments thereto) pursuant to Regulation 13D under
the Exchange Act, as long as such entity or group continues to hold such stock with such
investment intent; (ii) when, during any period of 12 consecutive months during the
existence of the Plan, a majority of the individuals who, at the beginning of such period
constitute the board, are replaced by directors whose appointment or election is not
endorsed by a majority of the directors prior to the date of appointment or election; or
(iii) the occurrence of a transaction requiring shareholder approval for the acquisition,
consolidation, or merger of the Company by an entity other than the Company or a subsidiary,
through purchase of stock or assets, by merger or otherwise, other than a transaction in
which the holders of stock immediately before such transaction will, immediately following
such transaction, hold both the ability to elect at least a majority of the directors of the
surviving corporation and a majority of the voting power in the surviving corporation.
    
    A Potential Change in Control means the acquisition of beneficial ownership,
directly or indirectly, by any entity, person or group (other than the Company or a
subsidiary or any Company employee benefit plan) of securities of the Company representing
35% or more of the combined voting power of the Companys outstanding securities and the
adoption by the board of a resolution to the effect that a Potential Change in Control of
the Company has occurred for purposes of the 2005 Plan; provided, however, that a Potential
Change in Control shall not be deemed to occur as a result of the acquisition of securities
by the Company which, by reducing the outstanding securities of the Company, increases the
securities beneficially owned by such entity, person or group to an amount representing 35%
or more of the voting power of the Companys outstanding securities (as long as such
entity, person or group does not thereafter acquire any additional stock (or securities
convertible or exchangeable into stock)).
 
 J. Independent Director Compensation
  Change inPension ValueandFees
    
    
    
    
    
    
    
    
    
    
    
    
    
    NonqualifiedEarned
    
    
    
    
    
    
    
    
    
    Non-Equity
    
    Deferredor Paid in
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Cash ($)
    
    Awards ($)
    
    Awards ($)
    
    Compensation ($)
    
    Earnings
    
    Compensation ($)
    
    Total ($)S. Nicholas Walker
(1)
    
    
    13,750
    
    
    
    56,811
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    70,561Robert M. Melzer (1)
    
    
    16,250
    
    
    
    66,172
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    82,422Maurice Taylor (1)
    
    
    13,750
    
    
    
    57,814
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    71,564Charles Tharp (2)
    
    
    12,500
    
    
    
    8,303
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    20,803
 
 (1) Each of Messrs. Walker, Melzer, and Taylor earned fees for the fourth calendar of 2006.
They elected to receive directors stock units under the 2005 Plan in lieu of this cash
compensation and were awarded the directors stock units in January 2007. 21




---



##### Table of Contents



(2) Mr. Tharp retired from his position as a director of the Company at the conclusion of the
Companys annual meeting held on June 8, 2006. Cash Compensation
 Non-Employee Directors Equity Plan Directors Equity Plan
  2005 Equity Incentive Plan
  22




---



##### Table of Contents



K. Compensation Committee Interlocks and Insider Participation
  
 L. Compensation Committee Report
  COMPENSATION COMMITTEE REPORT
   
 23




---



##### Table of Contents



Item 12  Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters
 
 A. Security Ownership of Certain Beneficial Owners and Management
  -
    
    Each person who we know beneficially owns more than 5% of our common shares;-
    
    Each director;-
    
    Each NEO; and-
    
    The directors and NEOs as a group.
  Number of
    
    
    
    
    
    Percent ofShares
    
    Right to
    
    SharesName
    
    Owned (1)
    
    Acquire (2)
    
    OutstandingBlavin Parties (3)
    
    
    1,529,136
    
    
    
    0
    
    
    
    20.0
    %Steel Partners II, L.P. (4)
    
    
    1,440,971
    
    
    
    0
    
    
    
    18.9
    %GM Investment & Co Limited (5)
    
    
    640,000
    
    
    
    0
    
    
    
    8.4
    %S. Nicholas Walker (6)(7)(8)(9)(10)(11)
    
    
    1,408,820
    
    
    
    49,993
    
    
    
    19.0
    %Dennis J. Tietz (12)(13)
    
    
    52,145
    
    
    
    300,000
    
    
    
    4.4
    %Peter J. Younger(13)
    
    
    24,950
    
    
    
    0
    
    
    
    *Frank P. Vaughan(14)(15)
    
    
    8,000
    
    
    
    35,000
    
    
    
    *Robert M. Melzer (6)(7)(16)
    
    
    55,371
    
    
    
    65,086
    
    
    
    1.6
    %Maurice Taylor (6)(7)(11)
    
    
    74,498
    
    
    
    49,993
    
    
    
    1.6
    %John M. Foy (15)(17)
    
    
    8,000
    
    
    
    95,000
    
    
    
    1.3
    %John C. Kirby (15)(17)
    
    
    8,000
    
    
    
    95,000
    
    
    
    1.3
    %All directors and executive officers
as a group (8 persons)
    
    
    1,639,784
    
    
    
    690,072
    
    
    
    30.0
    %
 
 *
    
    Less than one (1) percent.(1)
    
    Includes common shares held beneficially by spouses, minor children or grandchildren and
excludes shares that may be acquired under options, warrants or rights.(2)
    
    Consists of all options, warrants or rights under which persons could acquire common shares
currently and within 60 days following March 30, 2007. Any securities not 24




---



##### Table of Contents



(2)
    
    outstanding which
are subject to such options, warrants or rights shall be deemed to be outstanding for the
purpose of computing the percentage of outstanding securities of the class owned by such
person, but shall not be deemed to be outstanding for the purpose of computing the percentage
of the class by any other person.(3)
    
    According to the Schedule 13D, dated September 24, 1999, of Blavin & Company, Inc., the
general partner of PWB Value Partners, L.P. (PWB) and Paul W. Blavin, as principal
for Blavin & Company, Inc., as well as the Form 3, dated November 24, 2003, as amended
November 25, 2003, of Preservation of Capital Management LLC (PCM), the general
partner of PWB and of PWB Value Partners II, L.P. (PWB II), these shares are held of
record by PWB, PWB II and advisory clients of Blavin & Company, Inc. Blavin & Company, Inc.
is located at 7025 North Scottsdale Road, Suite 230, Scottsdale, Arizona, 85253. Mr. Blavins
business address is 7025 North Scottsdale Road, Suite 230, Scottsdale, Arizona, 85253. PCM
and Mr. Blavin, as a member of PCM, disclaim all beneficial ownership of any shares of Cronos
owned by PWB or PWB II.(4)
    
    According to Amendment No. 5 to their Schedule 13D, dated July 1, 2004, as well as the Form
4, dated February 17, 2004, of Steel Partners II, L.P., Steel Partners, L.L.C. and Warren G.
Lichtenstein, as Chairman of the Board, Chief Executive Officer, Secretary and Managing Member
of Steel Partners, L.L.C., the general partner of Steel Partners II, L.P., these shares are
held of record by Steel Partners II, L.P. The principal business address of Steel Partners
II, L.P., Steel Partners, L.L.C. and Mr. Lichtenstein is 590 Madison Avenue, 32nd Floor, New
York, New York 10022.(5)
    
    According to the Schedule 13G, dated December 12, 2005, of GM Investment & Co Limited and GML
Limited, these shares are held of record by GM Investment & Co Limited. The principal
business address of GM Investment & Co Limited and GML Limited is Suite 975, Europort, PO Box
714, Gibraltar.(6)
    
    Each of Messrs. Taylor, Walker, and Melzer has the right to acquire 15,000 common shares by
exercising outstanding vested options on or before October 12, 2009, an additional 15,000
common shares by exercising outstanding vested options on or before January 9, 2011, an
additional 15,000 common shares by exercising outstanding vested options on or before January
9, 2012, and an additional 126 common shares by exercising outstanding options on or before
the date of the annual shareholder meeting in 2013.(7)
    
    Includes 3,000 restricted shares granted to each of Messrs. Taylor, Walker, and Melzer under
The Cronos Groups 2005 Equity Incentive Plan.(8)
    
    Includes 1,087,070 common shares owned directly by The Lion Fund Limited, a Cayman Islands
exempted company (LFL) and owned indirectly by Mr. Walker. LFL is managed by York
Asset Management Limited (YAML). Mr. Walker is the Managing Director of YAML. 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 25




---



##### Table of Contents



common
shares of the Company owned by LFL except to the extent of his pecuniary interest in LFL by
reason of his position as Managing Director of YAML.(9)
    
    Includes 249,152 common shares of the Company owned directly by York Lion Fund, L.P., a
Cayman Islands limited partnership (York Lion Fund) and owned indirectly by Mr.
Walker. The general partner of York Lion Fund is York GP, Ltd., a Cayman Islands exempted
company (York GP). Mr. Walker is the Managing Director of York GP. Mr. Walkers
IRA owns a 0.75% interest in York Lion Fund. Mr. Walker is a beneficiary of a trust which
owns an 84% interest in York Lion Fund. Other than for his beneficial interest in said IRA
and said trust, Mr. Walker disclaims beneficial ownership of the common shares of the Issuer
owned by York Lion Fund except to the extent of his pecuniary interest in York Lion Fund by
reason of his position as Managing Director of York GP.(10)
    
    Includes 38,000 common shares of the Company owned directly by YorkProp Limited, a company
organized under the laws of the British Virgin Islands (YorkProp Ltd.). Mr. Walker
is a potential beneficiary of a trust which owns the parent of YorkProp Ltd. Other than for
his beneficial ownership in said trust, Mr. Walker disclaims beneficial ownership in the
common shares of the Company owned by YorkProp Ltd. except to the extent of his pecuniary
interest in YorkProp Ltd. by reason of his position as Managing Director of YorkProp Ltd. and
Managing Director of YAML (the investment manager of YorkProp Ltd.).(11)
    
    Includes 4,867 common shares issuable to each of Messrs. Walker and Taylor upon the
settlement of directors stock units granted under The Cronos Groups 2005 Equity Incentive
Plan.(12)
    
    Mr. Tietz may purchase 300,000 common shares by exercising outstanding options on or before
December 10, 2008.(13)
    
    Includes 20,000 restricted shares granted to each of Messrs. Tietz and Younger under The
Cronos Groups 2005 Equity Incentive Plan.(14)
    
    Mr. Vaughan may purchase 25,000 common shares by exercising outstanding options on or before
February 3, 2010 and an additional 10,000 common shares by exercising outstanding options on
or before January 8, 2011.(15)
    
    Includes 8,000 restricted shares granted to each of Messrs. Vaughan, Foy, and Kirby under The
Cronos Groups 2005 Equity Incentive Plan.(16)
    
    Includes 14,127 common shares issuable upon the settlement of directors stock units granted
to Mr. Melzer under The Cronos Groups Non-Employee Directors Equity Plan and 5,833 common
shares issuable upon the settlement of directors stock units granted to Mr. Melzer under The
Cronos Groups 2005 Equity Incentive Plan. 26




---



##### Table of Contents



(17)
    
    Messrs. Foy and Kirby may each purchase 80,000 shares by exercising outstanding options on or
before February 3, 2010, and an additional 15,000 shares by exercising outstanding options on
or before January 8, 2011. 
 B. Equity Compensation Plan Information
  (a)Number of Common
    
    (b)Shares to be
    
    Weighted-AverageIssued Upon
    
    Exercise/ConversionExercise/Conversion
    
    Price of
    
    (c)of Outstanding
    
    Outstanding
    
    Number of SecuritiesOptions, StockUnits,
    
    Options, Stock
    
    Remaining Available forWarrants
    
    Units, Warrants and
    
    Issuance under EquityPlan Category
    
    and Rights (1)(2)
    
    Rights (1)(2)
    
    Compensation Plans (3)Equity
Compensation 
Plans Approved by
Shareholders
    
    
    561,032
    (4)
    
    $
    4.318
    
    
    
    202,473
    (5)Equity
Compensation 
Plans Not Approved
by Shareholders
    
    
    500,000
    (6)(7)
    
    $
    4.375
    
    
    
    0Total:
    
    
    1,061,032
    
    
    
    
    
    
    
    202,473
    (5)
 
  27




---



##### Table of Contents



Item 13  Certain Relationships and Related Transactions
  
 Item 14  Principal Accountant Fees and Services
 Audit Fees. Deloitte & Touche
 28




---



##### Table of Contents



Audit-Related Fees.
 Tax Fees.
 All Other Fees.
 Fiduciaire Probitas.  
 de minimis de minimis
 
 PART IV
 
 Item 15  Exhibits and Financial Statement Schedules
  31.1
    
    Rule 13a-14 Certification31.2
    
    Rule 13a-14 Certification32.1
    
    Certification pursuant to 18 U.S.C. § 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 29




---



##### Table of Contents



THE CRONOS GROUPDate: April 27, 2007
    
    By:
    
    /s/ DENNIS J. TIETZDennis J. TietzChairman of the Board andChief Executive Officer
  SIGNATURE
    
    TITLE
    
    DATEBy
    
    /s/ DENNIS J. TIETZ
    
    Chairman of the Board and
    
    April 27, 2007Dennis J. Tietz
    
    Chief Executive Officer(Principal Executive Officer)By
    
    /s/ PETER J. YOUNGER
    
    Director, President and
    
    April 27, 2007Peter J. Younger
    
    Chief Operating OfficerBy
    
    /s/ FRANK P. VAUGHAN
    
    Chief Financial Officer
    
    April 27, 2007Frank P. Vaughan
    
    (Principal Financial andAccounting Officer)By
    
    /s/ MAURICE TAYLOR
    
    Director
    
    April 27, 2007Maurice TaylorBy
    
    /s/ STEPHEN NICHOLAS 
WALKER
    
    Director
    
    April 27, 2007Stephen Nicholas WalkerBy
    
    /s/ ROBERT M. MELZER
    
    Director
    
    April 27, 2007Robert M. Melzer
 30




---



##### Table of Contents



EXHIBIT INDEX
 Exhibit Number
    
    Description31.1
    
    Rule 13a-14 Certification31.2
    
    Rule 13a-14 Certification32.1
    
    Certification pursuant to 18 U.S.C. § 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002