<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                    FORM 10-Q
(Mark One)
[X]         QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

                 For the quarterly period ended: March 31, 2000
                                       OR

[ ]         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
            EXCHANGE ACT OF 1934

        For the transition period from: ______________ to _______________

                         Commission file number: 0-24464

                                THE CRONOS GROUP
             (Exact name of Registrant as specified in its charter)

<TABLE>
<S>                                          <C>
            LUXEMBOURG                                 NOT APPLICABLE
(State or other Jurisdiction of              (I.R.S Employer Identification No.)
 incorporation or organization)
</TABLE>

             16, ALLEE MARCONI, BOITE POSTALE 260, L-2120 LUXEMBOURG
               (Address of principal executive offices)(zip code)

              Registrant's telephone number, including area codes:
                                  (352) 453145

                            -------------------------

        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 [ ]


THE NUMBER OF COMMON SHARES OUTSTANDING AS OF MAY 12, 2000:

<TABLE>
<CAPTION>
                 CLASS                   NUMBER OF SHARES OUTSTANDING
                 -----                   ----------------------------
<S>                                      <C>
                Common                            9,158,378
</TABLE>



<PAGE>   2

                                THE CRONOS GROUP


                                TABLE OF CONTENTS




<TABLE>
<S>                                                                                                           <C>
PART I--FINANCIAL INFORMATION..................................................................................1

   ITEM 1 -- FINANCIAL STATEMENTS..............................................................................1

     Management Representation.................................................................................1
     Consolidated Statements of Operations.....................................................................2
     Consolidated Balance Sheets...............................................................................3
     Consolidated Statements of Cash Flows.....................................................................4
     Consolidated Statements of Shareholders' Equity...........................................................5
     Notes to the Consolidated Financial Statements............................................................6

   ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS............10

     General..................................................................................................10
     Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999..........................11
     Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998..........................12
     Liquidity and Capital Resources..........................................................................13

   ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.......................................13


PART II --OTHER INFORMATION...................................................................................14


   ITEM 1 -- LEGAL PROCEEDINGS................................................................................14
   ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS........................................................16
   ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES..................................................................16
   ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS..............................................16
   ITEM 5 -- OTHER INFORMATION................................................................................16
   ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K.................................................................16
</TABLE>



<PAGE>   3

                                THE CRONOS GROUP


                          PART I--FINANCIAL INFORMATION

ITEM 1 -- FINANCIAL STATEMENTS

        Management Representation

        The unaudited condensed consolidated interim financial statements
included herein have been prepared by the Company pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
disclosures normally included in annual financial statements prepared in
accordance with accounting standards generally accepted in the United States of
America have been condensed or omitted pursuant to such rules and regulations.

        These condensed consolidated financial statements should be read in
conjunction with the financial statements and the notes thereto included in the
Company's latest Annual Report on Form 10-K.

        This financial information reflects, in the opinion of management, all
adjustments necessary to present fairly, the results for the interim periods.
Such adjustments consist of only normal recurring adjustments. The results of
operations for such interim periods are not necessarily indicative of the
results to be expected for the full year.



                                                                               1
<PAGE>   4

                                THE CRONOS GROUP

                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
           (US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                   Three Months Ended
                                                                        March 31,
                                                                    2000             1999
<S>                                                             <C>              <C>
Gross lease revenue                                             $ 34,146         $ 34,750
Commissions, fees and other income
 - US Limited Partnerships                                           334              352
 - Unrelated parties                                                 955            1,272
Gain on sale of investment:
 - gain on conversion of investment                                1,502               --
 - realized holding gain                                           1,579               --
                                                                --------         --------
TOTAL REVENUES                                                    38,516           36,374
                                                                --------         --------

Direct operating expenses                                          7,521            8,064
Payments to container owners
 - US Limited Partnerships                                         6,202            6,795
 - Other container owners                                         10,977            9,877
Depreciation and amortization                                      3,960            4,398
Selling, general and administrative expenses                       4,297            4,126
Interest expense                                                   2,410            3,207
                                                                --------         --------
TOTAL EXPENSES                                                    35,367           36,467
                                                                --------         --------
INCOME (LOSS) BEFORE INCOME TAXES                                  3,149              (93)
Income taxes                                                         305               --
                                                                --------         --------
NET INCOME (LOSS)                                                  2,844              (93)
Other comprehensive income, net of tax -
Unrealized holding loss on available for sale securities            (266)              --
                                                                --------         --------
COMPREHENSIVE INCOME (LOSS)                                     $  2,578         $    (93)
                                                                ========         ========
NET INCOME (LOSS) PER COMMON SHARE (BASIC AND DILUTED)          $   0.31         $  (0.01)
                                                                ========         ========
</TABLE>



The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                                                               2
<PAGE>   5

                                THE CRONOS GROUP

                     CONDENSED CONSOLIDATED BALANCE SHEETS
           (US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

<TABLE>
<CAPTION>
                                                           March 31,      December 31,
                                                                2000              1999
                                                         (Unaudited)
<S>                                                      <C>               <C>
ASSETS
Cash and cash equivalents                                 $   7,711         $   8,701
Amounts due from lessees (net)                               29,183            26,739
Amounts receivable from container owners                     15,661             9,147
New container equipment for resale                            1,401             2,535
Net investment in direct finance leases                         922             1,090
Investments                                                   3,595             1,707
Container equipment (net)                                   133,821           137,547
Building and other equipment (net)                           11,471            11,807
Intangible assets                                            13,228            13,405
Other assets including prepayments                           21,188            19,189
                                                          ---------         ---------
TOTAL ASSETS                                              $ 238,181         $ 231,867
                                                          =========         =========

LIABILITIES AND SHAREHOLDERS' EQUITY
Amounts payable to container owners                       $  28,145         $  26,620
Amounts payable to container manufacturers                    7,681             3,609
Other amounts payable and accrued expenses                   15,382            13,799
Debt and capital lease obligations                          107,129           109,978
Current and deferred income taxes                             7,124             7,058
Deferred income and unamortized acquisition fees              9,772            10,433
                                                          ---------         ---------
TOTAL LIABILITIES                                           175,233           171,497
                                                          ---------         ---------

SHAREHOLDERS' EQUITY
Common shares                                                18,317            18,317
Additional paid-in capital                                   49,928            49,928
Share subscriptions receivable                                  (82)              (82)
Accumulated other comprehensive income, net of tax            1,011             1,277
Accumulated deficit                                          (6,226)           (9,070)
                                                          ---------         ---------
TOTAL SHAREHOLDERS' EQUITY                                   62,948            60,370
                                                          ---------         ---------
TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY                $ 238,181         $ 231,867
                                                          =========         =========
</TABLE>



The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                                                               3
<PAGE>   6

                                THE CRONOS GROUP

                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
           (US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)

<TABLE>
<CAPTION>
                                                                Three Months Ended
                                                                     March 31,
                                                                 2000             1999
<S>                                                          <C>              <C>
NET CASH PROVIDED BY OPERATING ACTIVITIES                    $  2,513         $  3,358
                                                             --------         --------

NET CASH PROVIDED BY INVESTING ACTIVITIES                       1,028           14,296
                                                             --------         --------
FINANCING ACTIVITIES:
Repayments of term debt and capital lease obligations          (2,849)         (19,680)
Cash deposits (restricted)                                     (1,682)              --
                                                             --------         --------
NET CASH USED IN FINANCING ACTIVITIES                          (4,531)         (19,680)
                                                             --------         --------
NET DECREASE IN CASH AND CASH EQUIVALENTS                        (990)          (2,026)

CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD                8,701            9,281
                                                             --------         --------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                   $  7,711         $  7,255
                                                             ========         ========

Supplementary disclosure of cash flow information:

Cash paid during the period for:
- interest                                                   $  1,884         $  3,386
- income taxes                                                    255              188
Cash received during the period for:
- interest                                                        117              195
- income taxes                                                     --               --
Non-cash investing and financing activities:
- container equipment acquired under capital lease              1,163               --
</TABLE>



The accompanying notes are an integral part of these condensed consolidated
financial statements.



                                                                               4
<PAGE>   7

                                THE CRONOS GROUP

                 CONSOLIDATED STATEMENTS OF SHAREHOLDERS' EQUITY
           (US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                   (UNAUDITED)


<TABLE>
<CAPTION>
                                                                                                     Unrestricted
                                                                          Accumulated                    retained
                                             Additional          Share          other      Retained      earnings          Total
                                  Common        paid-in  subscriptions  comprehensive      Earnings  (accumulated  shareholders'
                                  shares        capital     receivable         income    Restricted      deficit)         equity
<S>                             <C>          <C>         <C>            <C>              <C>         <C>           <C>
THREE MONTHS ENDED
MARCH 31, 2000

Balance, December 31, 1999      $ 18,317       $ 49,928       $    (82)      $  1,277      $  1,832      $(10,902)      $ 60,370
Net income                                                                                                  2,844          2,844
Change in unrealized
   holding gain
   on available for sale
   securities, net of tax                                                        (266)                                      (266)
                                --------       --------       --------       --------      --------      --------       --------
Balance,
March 31, 2000                  $ 18,317       $ 49,928       $    (82)      $  1,011      $  1,832      $ (8,058)      $ 62,948
                               =========       ========       ========       ========      ========      ========       ========

THREE MONTHS ENDED
MARCH 31, 1999

Balance, December 31, 1998      $ 17,717       $ 49,108       $   (123)      $    429      $  1,772      $(12,816)      $ 56,087
Net loss                                                                                                      (93)           (93)
                                --------       --------       --------       --------      --------      --------       --------
Balance,
March 31, 1999                  $ 17,717       $ 49,108       $   (123)      $    429      $  1,772      $(12,909)      $ 55,994
                                ========       ========       ========       ========      ========      ========       ========
</TABLE>



The accompanying notes are an integral part of these consolidated financial
statements.



                                                                               5
<PAGE>   8

                                THE CRONOS GROUP

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
           (US DOLLAR AMOUNTS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
                                  (UNAUDITED)

1.      The condensed consolidated financial statements include the accounts of
        The Cronos Group and its wholly-owned subsidiaries (the "Company"). All
        material intercompany accounts and transactions have been eliminated.

        The Company's accounting records are maintained in United States dollars
        and the condensed consolidated financial statements are prepared in
        accordance with accounting standards generally accepted in the United
        States of America.

2.      Operating segment data

        Condensed segment information is provided in the tables below:

<TABLE>
<CAPTION>
                                                               Other
                                           US Limited      container          Owned
                                         Partnerships         owners     containers           Total
<S>                                      <C>               <C>           <C>              <C>
THREE MONTHS ENDED MARCH 31, 2000

Gross lease revenue                         $  11,206      $  15,093      $   7,847       $  34,146
Operating profit before indirect items          2,261          1,630            983           4,874
Operating profit                                  788            181            214           1,183
Segment assets                                 19,265         27,618        145,576         192,459

THREE MONTHS ENDED MARCH 31, 1999

Gross lease revenue                         $  11,795      $  14,240      $   8,715       $  34,750
Operating profit before indirect items          2,366          1,610            542           4,518
Operating profit (loss)                           771            143           (411)            503
Segment assets                                 22,337         20,965        165,928         209,230
</TABLE>



Reconciliation of operating profit for reportable segments to income (loss)
before income taxes:

<TABLE>
<CAPTION>
                                                    Three Months Ended
                                                        March 31,
                                                    2000          1999
<S>                                               <C>           <C>
Operating profit                                  $ 1,183       $   503
Gain on sale of investment                          3,081            --
Selling, general and administrative expenses         (937)         (425)
Amortization of intangibles                          (178)         (171)
                                                  -------       -------
Income (loss) before income taxes                 $ 3,149       $   (93)
                                                  -------       -------
</TABLE>



                                                                               6
<PAGE>   9

                                THE CRONOS GROUP

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

3.      Earnings per common share (US dollar amounts in thousands, except per
        share amounts)

        The components of basic and diluted net income (loss) per share were as
follows:

<TABLE>
<CAPTION>
                                                                 Three Months Ended
                                                                      March 31,
                                                                   2000                1999
<S>                                                         <C>                 <C>
Net income (loss) available for common shareholders         $     2,844         $       (93)
                                                            -----------         -----------

Average outstanding shares of common stock                    9,158,378           8,858,378
Dilutive effect of:
- Executive officer common share options                         62,269                  --
- Warrants                                                       40,245                  --
- 1999 stock option plan                                         20,612                  --
                                                            -----------         -----------
Common stock and common stock equivalents                     9,281,504           8,858,378
                                                            -----------         -----------
Basic and diluted net income (loss) per share               $      0.31         $     (0.01)
                                                            ===========         ===========
</TABLE>

4.      Amounts receivable from container owners

         Amounts receivable from container owners include amounts due from
related parties of $6.2 million and $5.9 million at March 31, 2000 and December
31, 1999, respectively.

5.      Investments in related parties

                Investments in related parties comprise general partnership
investments and further limited partnership investments in ten sponsored funds.
These general and limited partner investments are accounted for on the equity
method. The subsidiary of the Company that acts as a general partner maintains
insurance for bodily injury, death and property damage for which a partnership
may be liable, and may be contingently liable for uninsured obligations of the
partnerships.

                The investment in US Limited Partnerships was $0.1 million and
$0.03 million at March 31, 2000 and December 31, 1999, respectively.

6.      Container equipment

                Container equipment is net of accumulated depreciation of $69.5
million and $67.6 million at March 31, 2000 and December 31, 1999, respectively.

7.      Amounts payable to container owners

                Amounts payable to container owners include amounts payable to
related parties of $13.2 million and $12.3 million at March 31, 2000 and
December 31, 1999, respectively.



                                                                               7
<PAGE>   10

                                THE CRONOS GROUP


            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

8.      Debt and capital lease obligations

                Debt and capital lease obligations include amounts due within
twelve months of $16.4 million and $16.6 million at March 31, 2000 and December
31, 1999, respectively.

9.      Commitments and contingencies (to be read in conjunction with Note 16 to
        the 1999 Consolidated Financial Statements)

i.              Contingencies - Austrian allegations

                Since 1983, a subsidiary of the Company has managed containers
for Austrian investment entities sponsored by companies owned or controlled by
Contrin Holding S.A., a Luxembourg holding company ("Contrin"), and for Contrin
itself.

                The Company is in a dispute with Contrin over $2.6 million that
Contrin claims was remitted to the Company in 1994 for the purchase of
containers, but that the Company asserts that it did not receive. The Company's
former Chairman, Stefan M. Palatin, purportedly acknowledged in 1995 the receipt
of the $2.6 million for the purchase of containers, but the monies were not
deposited into a Company account. Prior to Contrin's allegation that the former
Chairman of the Company had acknowledged receipt of the $2.6 million, the
Company's current management had not been aware of the Chairman's purported
acknowledgement. In addition, the Company has determined that a distribution of
$0.4 million to third party Contrin investors was paid by the Company in
December 1994 into the same bank account into which the $2.6 million was
apparently deposited.

                In December 1997, further to legal and other consultations, the
Company recorded an accrual of $3.4 million relating to the alleged transfer of
$2.6 million, the related interest, plus the estimated settlement costs of this
and other claims by Contrin. The Company is unable to predict the outcome of the
dispute.

                During 1999 and in the first quarter of 2000, the Company paid
legal fees totaling $0.3 million relating to the settlement costs referred to
above. Such fees were charged against the $3.4 million accrual thereby reducing
the liability to $3.1 million at March 31, 2000.

                As the outcome of these items may be dependent on future legal
action, management is unable to determine the date on which the matter will be
resolved. The Company is consulting with legal counsel and is disputing the
claim.



                                                                               8
<PAGE>   11

                                THE CRONOS GROUP

            NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS


9.   Commitments and contingencies (continued)

i.              Contingencies - Austrian allegations (continued)

                Contrin investors have also made claims with respect to alleged
transactions between third parties and companies alleged to be connected to Mr.
Palatin, including Transocean Equipment Manufacturing and Trading Limited
("TOEMT"), involving the purchase and sale of containers in a manner designed to
secure a tax mitigation advantage to those third parties. It is alleged that
sums remain owing to the third parties by one or more of these companies in
connection with the pre-arranged trading in containers. Current management of
the Company believes that the Group was not involved in these transactions, that
the Company had no access to the records of the alleged transactions and, so far
as the Company has managed the containers, the Company has acted in accordance
with instructions from authorized representatives of the third parties.

                Management considers that prudent provision has been made in the
financial statements for the matters noted above. There is a reasonable
possibility that a material change could occur with respect to these commitments
and contingencies within one year of the date of these financial statements. In
such an event, management estimates that possible losses could exceed the amount
accrued by $1 million.

ii.             Contingencies - TOEMT

                TOEMT, which is currently in liquidation in the United Kingdom,
has been separately registered in the same name in both the United Kingdom and
the Isle of Man. The Company has recently become aware that more than one
creditor of TOEMT may claim an interest in the distributions made by the Company
with respect to the containers owned by TOEMT. At the present time, the Company
has insufficient information to evaluate the competing claims or to determine
whether the Company may have any liability to the competing creditors for the
prior distributions made with respect to the TOEMT containers.



                                                                               9
<PAGE>   12

                                THE CRONOS GROUP


ITEM 2 -- MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

        GENERAL

        The Company generates revenues by leasing to ocean carriers marine
containers that are owned either by third-party container owners or by the
Company itself. These leases, which generate most of the Company's revenues, are
generally operating leases.

        The following chart summarizes the composition of the Cronos fleet
(based on original equipment cost) at March 31 for each of the periods
indicated:

<TABLE>
<CAPTION>
                                                             2000                     1999
<S>                                                    <C>                      <C>
US Public Limited Partnerships                                 33%                      34%
Other Container Owners                                         45%                      43%
Owned Containers                                               22%                      23%
                                                       ----------               ----------
     Total                                                    100%                     100%
                                                       ==========               ==========
</TABLE>


        All containers, whether owned or managed, are operated as part of a
single fleet. The Company has discretion over which ocean carriers, container
manufacturers and suppliers of goods and services it deals with. Since the
Company's agreements with the Managed Container Owners meet the definition of
leases in Statement of Financial Accounting Standards No. 13, they are accounted
for in the Company's financial statements as leases under which the container
owners are lessors and the Company is lessee. The agreements with container
owners generally provide that the Company will make payments to the container
owners based upon the rentals collected from ocean carriers after deducting
direct operating expenses and the Company's management fee. The majority of
payments to container owners are therefore dependent upon the leasing of the
containers by the Company to ocean carriers and the collection of lease rentals.
Minimum lease payments on the agreements which have fixed payment terms are
presented in Note 13 to the Company's 1999 Consolidated Financial Statements.
For the quarter ended March 31, 2000, over 88% of payments to container owners
represented agreements under the terms of which the amount due to the container
owner was calculated as a percentage of the rentals collected from the ocean
carriers after deducting the direct operating expenses paid by the Company.

        The following chart summarizes the composition of the Cronos fleet (in
thousands, based on TEU), by equipment type, at March 31 for each of the periods
indicated:

<TABLE>
<CAPTION>
                                                                 2000                     1999
<S>                                                        <C>                      <C>
Dry cargo                                                       352.0                    335.3
Refrigerated                                                     13.4                     14.6
Cellular palletwide containers ("CPCs")                           3.1                      2.4
Roll-Trailer                                                      2.2                      2.2
Tank                                                              2.0                      2.0
Other Dry Freight Specials                                        2.8                      2.5
                                                           ----------               ----------
     Total fleet                                                375.5                    359.0
                                                           ==========               ==========
</TABLE>



                                                                              10
<PAGE>   13

                                THE CRONOS GROUP

        The short-term objective of the Company is to improve utilization by
taking advantage of improving market conditions and stronger demand for leased
containers. To achieve this objective the Company offers greater leasing
incentives and repositions equipment to higher-demand locations. While this
short-term strategy may increase repositioning expenses, it may also reduce
those expenses related to storing off-hire containers. These measures will also
provide the longer-term advantage of placing the containers where the demand is
greatest.

        The following chart summarizes the combined utilization of the Cronos
fleet (based on approximate original equipment cost) at the dates indicated:

<TABLE>
<CAPTION>
                                          March 31,           March 31,
                                               2000                1999
<S>                                       <C>                 <C>
Utilization                                   80.1%               72.6%
</TABLE>


        Over the course of the last twelve months, the Company's combined per
diem rate fell by approximately 13% from the combined rate at March 31, 1999.

        THREE MONTHS ENDED MARCH 31, 2000 COMPARED TO THREE MONTHS ENDED MARCH
31, 1999

        Operating profit for the three months ended March 31, 2000, was $1.2
million compared to $0.5 million for the corresponding period of 1999. A $0.6
million reduction in income from both the owned and managed fleet together with
a $0.2 million decrease in commissions, fees and other operating income, were
more than offset by lower indirect allocations of selling, general and
administrative expenses of $0.3 million, lower interest expense of $0.8 million
and lower depreciation expense of $0.4 million.

        Gross lease revenue of $34.1 million in the three months ended March 31,
2000, was $0.6 million, or 1.7%, lower than in the corresponding period of 1999.
Lease per diems increased by $0.3 million due to a larger fleet size. A $0.9
million decrease in ancillary revenues was primarily due to a $0.5 million
reduction in drop-off charges, which reflects the improvement in the leasing
market, and a $0.2 million increase in on-hire incentives.

        Commissions, fees and other income for the three months ended March 31,
2000, of $1.3 million were $0.3 million, or 20.6%, lower than in the first
quarter of 1999 due to reductions of $0.1 million each in finance lease income,
acquisition fees and investment income.

        Gain on sale of investment of $3.1 million in the first quarter of 2000
represents the receipt of cash and shares that had been held pending
post-closing reports and adjustments related to the Agreement and Plan of Merger
between Transamerica Corporation and Trans Ocean Limited in 1996.

        Direct operating expenses of $7.5 million in the first three months of
2000 were $0.5 million, or 6.7%, lower than in the corresponding period of 1999.
An increase of $0.8 million in charges for legal expenses and doubtful accounts
was more than offset by a $0.8 million decrease in activity-related costs and a
$0.5 million decrease in inventory-related costs due to a smaller off-hire
fleet.

        Payments to container owners of $17.2 million during the three months
ended March 31, 2000, were $0.5 million, or 3%, higher when compared to the
corresponding period in 1999. Payments to US Limited Partnerships of $6.2
million in the first quarter of 2000 were $0.6 million lower than in the same
period of 1999 due primarily to a smaller dry cargo container fleet. Payments to
Other Container Owners were $11 million during the three months ended March 31,
2000, an increase of $1.1 million, or 11.1%, when compared to the same period of
1999 due to a larger fleet size. The increase in the fleet size was due to
transactions involving the sale of equipment from the Owned to the Other
Container Owner segment during the first half of 1999 together with new
container production in the second half of 1999 and in the first quarter of
2000.



                                                                              11
<PAGE>   14

                                THE CRONOS GROUP


        Depreciation and amortization decreased by $0.4 million, or 10%, in the
three months to March 31, 2000, to $4.0 million. This was primarily due to
container sales from the Owned to the Other Container Owner segment during 1999.

        Selling, general and administrative expenses increased to $4.3 million
in the first quarter of 2000 from $4.1 million in the corresponding period of
1999, an increase of $0.2 million or 4.1%. Reductions in manpower expense of
$0.4 million were more than offset by a $0.2 million increase in professional
service and other costs and by $0.4 million of non-recurring legal costs.

        Interest expense of $2.4 million for the three months ended March 31,
2000, decreased by $0.8 million, or 24.9%, when compared to the corresponding
period in 1999. This decrease is due to a reduced debt balance together with a
lower average interest rate reflecting the effect of debt refinancing during
1999.


        THREE MONTHS ENDED MARCH 31, 1999 COMPARED TO THREE MONTHS ENDED MARCH
31, 1998

        Operating profit of $0.5 million in the first quarter of 1999 was $0.2
million higher than in the corresponding period of 1998. Reductions in selling,
general and administrative expenses, interest expense and depreciation expense
more than offset reduced income from both the owned and managed container
fleets.

        Gross lease revenue of $34.8 million in the first quarter of 1999 was
$5.8 million, or 14.3%, lower than in the corresponding prior year period due to
the combined effect of reduced utilization and per-diem rates, which represented
approximately $4.9 million of the decrease, together with a smaller fleet size
that accounted for approximately $0.9 million of the reduction.

        Commissions, fees and other income of $1.6 million in the three months
ended March 31, 1999 were almost unchanged from the corresponding period in
1998. Increased income, primarily from specialized container products, was
partially offset by reduced fees from the disposal of containers and lower
finance lease income.

        Direct operating expenses were $8.1 million in the first quarter of
1999, a decrease of $0.6 million, or 7.4%, compared to the corresponding quarter
in 1998. Increased storage and repositioning costs of $0.8 million, reflecting a
larger off-hire fleet, were more than offset by a $1.3 million reduction in
charges related to doubtful accounts.

        Payments to container owners decreased to $16.7 million in the three
months ended March 31, 1999, a decrease of $2.8 million, or 14.4%, compared to
the corresponding period in 1998.

        Payments to US Limited Partnerships decreased by $1.9 million to $6.8
million, a 21.5% decrease compared to the first quarter of 1998. The decline in
net lease revenue for this segment was caused by lower average utilization and
per-diem rates as well as a smaller container fleet. The size of the US Limited
Partnership fleet declined from 137,009 TEU at March 31, 1998, to 127,902 TEU at
March 31, 1999 as a result of the disposal of older container equipment,
including sales of equipment to the Other Container Owner segment.

        Payments to Other Container Owners were $9.9 million in the first
quarter of 1999, a decrease of $0.9 million, or 8.6%, compared to the same
period of 1998 as lower average utilization and per-diem rates more than offset
a larger average fleet size. The increase in the average fleet size was due to
transactions involving the sale of equipment from the Owned to the Other
Container Owner segment in the first quarter of 1999.

        Depreciation and amortization decreased by $0.2 million, or 5.0%, in the
first three months of 1999 to $4.4 million due to container sales from the Owned
to the Other Container Owner segment in the three months ended March 31, 1999.



                                                                              12
<PAGE>   15

                                THE CRONOS GROUP


        Selling, general and administrative expenses decreased to $4.1 million
for the three months ended March 31, 1999 from $5.4 million for the three months
ended March 31, 1998, a decrease of $1.2 million or 23.0%. The decrease was due
to reductions of $0.7 million in manpower and manpower related costs together
with lower costs associated with information technology, professional services
and communications.

        Interest expense of $3.2 million for the three months ended March 31,
1999 was $1.0 million lower, or 24.4%, compared to the same period a year ago
due primarily to a reduction in the average debt balance from $170.0 million to
$140.1 million between the first quarters of 1998 and 1999, respectively.


        LIQUIDITY AND CAPITAL RESOURCES

        Cash from Operating Activities: Net cash provided by operating
activities was $2.5 million and $3.4 million during the first quarter of 2000
and 1999, respectively. The net cash generated in 2000 reflected earnings from
operations which was partly offset by a $2.4 million increase in amounts due
from lessees. The net cash generated in 1999 reflected earnings from operations
together with the release of $4.9 million of deposits of which $2.7 million was
utilized to make payments to third party container owners.

        Cash from Investing Activities: Net cash provided by investing
activities was $1 million in the first quarter of 2000 reflecting the receipt of
$1 million of funds that had been held in an escrow account together with $0.2
million in proceeds from the sale of container equipment which were partly
offset by $0.2 million in container acquisitions. Net cash provided by investing
activities was $14.3 million in the first three months of 1999 reflecting sales
of container equipment to third party container owners.

        Cash from Financing Activities: Net cash used in financing activities
was $4.5 million during the first quarter of 2000 compared to $19.7 million for
the corresponding period of 1999. In the first quarter of 2000, the Company
repaid $2.8 million of debt and capital lease obligations and placed $1.7 on
deposit in a restricted cash account in accordance with the terms of a loan
agreement. In the first three months of 1999, repayments of debt and capital
lease obligations included $14.9 million of short-term debt repayments that were
generated from proceeds of container equipment sales.

        CAPITAL RESOURCES

        The Company has placed orders with container manufacturers totaling
$21.7 million at March 31, 2000. These orders relate to containers to be
purchased for managed container owners or to be financed by the Company using
debt funding.


ITEM 3 -- QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

        Interest rate risk: Outstanding borrowings are subject to interest rate
risk. Approximately 70% of total borrowings had floating interest rates at March
31, 2000, and December 31, 1999, respectively.

        Exchange rate risk: Substantially all of the Company's revenues are
billed and paid in US dollars and a significant portion of costs are billed and
paid in US dollars. Of the remaining costs, the majority are individually small,
unpredictable and incurred in various denominations and thus are not suitable
for cost effective hedging. From time to time, Cronos hedges a portion of the
expenses that are predictable and are principally in UK pounds sterling. In
addition, the majority of the Company's container purchases are paid for in US
dollars.

        As exchange rates are outside of the control of the Company, there can
be no assurance that such fluctuations will not adversely effect its results of
operations and financial condition.



                                                                              13
<PAGE>   16

                                THE CRONOS GROUP


                           PART II --OTHER INFORMATION

ITEM 1 -- LEGAL PROCEEDINGS

        DISPUTE WITH THE CONTRIN GROUP

        The Company manages containers for investment entities sponsored by or
affiliated with Contrin Holding S.A., a Luxembourg holding company (collectively
"Contrin"). Approximately 2% (measured by TEUs) of the fleet of managed
containers is owned by members of the Contrin Group. The Company is in a dispute
with Contrin over funds that Contrin claims to have remitted to Cronos for the
purchase of containers. Contrin claims that in 1994 it transmitted $2.6 million
to Cronos for the purchase of containers. The Company believes that these funds
were not received by the Company but were diverted to an account in the name of
and/or controlled by a former chairman of the Company, Stefan M. Palatin, and
that this was known or should have been known by Contrin. The Company also
believes that the bank that received the funds is at fault. Contrin's counsel
has advised the Company that Contrin will institute proceedings for the recovery
of the $2.6 million against Cronos, together with accrued interest. The Company
is unable to predict the outcome of the dispute.

        THE SEC'S NOVEMBER 15, 1999 CEASE-AND-DESIST ORDER

        On November 15, 1999, the Company consented to the entry by the SEC of
an administrative cease-and-desist order (the "Order"). Without admitting or
denying the findings made by the SEC in the Order, the Company agreed to cease
and desist from committing or causing any future violation of certain antifraud,
reporting, record keeping, and internal control provisions of the Federal
securities laws. The SEC's investigation of the Company began in February 1997
and was triggered by the actions of Mr. Palatin. Cronos' Board removed Mr.
Palatin as CEO in May 1998 and, in July 1998, Mr. Palatin resigned from the
Board. While Mr. Palatin is no longer an officer or director of the Company, he
continues to control approximately 20% of the outstanding common shares of the
Company.

        The SEC made certain findings by its Order. The Company neither admitted
nor denied the findings made by the SEC. The SEC found that Cronos, under the
domination and control of Mr. Palatin, misrepresented, through affirmative
misstatements and omissions in its public statements and filings with the SEC,
transactions it had with Mr. Palatin for the period from December 1995 through
1997, including:

        That Mr. Palatin had intercepted payments between Cronos and one of its
major customers (which Mr. Palatin also controlled);

        That Cronos paid Mr. Palatin several million dollars in 1994 before
Cronos first sold its shares of Common Stock to the public;

        That Mr. Palatin had sold shares in Cronos' initial public offering
through another entity that he controlled;

        That Cronos paid additional monies to Mr. Palatin shortly after the 1995
offering;

        That Mr. Palatin did not own certain collateral that he pledged to
secure loans he owed to Cronos; and

        That Cronos systematically fired or demoted employees and directors who
challenged or questioned Mr. Palatin's transactions or the disclosures of the
Company related thereto.



                                                                              14
<PAGE>   17

                                THE CRONOS GROUP


        While the Order did not impose any fine or penalty against Cronos, the
Company is unable to predict what impact, if any, it will have on its future
business or whether it will lead to future litigation involving Cronos. Under
the Order, the Company has designated an agent for service of process with
respect to any proceeding instituted by the SEC to enforce the Order or with
respect to any future investigation of the Company by the SEC. In addition, the
entry of the Order precludes the Company and persons acting on its behalf from
relying upon certain protections accorded to forward-looking statements by the
Securities Act of 1933 and the Securities Exchange Act of 1934 until November
14, 2002.

        COLLECTION OF PALATIN NOTES

        In October 1999, the Company brought an action against Mr. Palatin, in
the Supreme Court of the State of New York (Case No. 604963/99), for payment of
the remaining balances due under two promissory notes, both dated July 14, 1997,
by and between a subsidiary of the Company, as payee ("Payee"), and Mr. Palatin,
as payor.

        On February 8, 2000, the Supreme Court of the State of New York entered
its default judgment against Mr. Palatin. Pursuant to the judgment, the Payee is
to recover from Mr. Palatin $6.2 million, plus interest at 9% per annum from
June 21, 1999 to February 8, 2000 in the amount of $0.4 million, for a total
recovery of $6.6 million.

        The Payee currently is pursuing execution of the judgment against Mr.
Palatin's beneficial ownership of the Common Shares of the Company. According to
filings made with the SEC by the shareholder of Klamath Enterprises S.A.
("Klamath"), Mr. Palatin is the beneficial owner of the 1,793,798 outstanding
shares of Common Stock of the Company owned of record by Klamath. On February
28, 2000, the Payee obtained a preliminary injunction order from the Superior
Court of the Commonwealth of Massachusetts against Mr. Palatin and against the
Company's transfer agent, EquiServe Limited Partnership, preliminarily enjoining
them from selling, transferring, assigning, or otherwise encumbering, disposing
of, or diminishing the value of the Common Shares of the Company held of record
by Klamath.

        The Company is also pursuing an attachment order in the Swiss courts
against the individual the Company believes is the record owner of the
outstanding shares of Klamath, precluding him from transferring the shares of
Klamath or the Common Shares of the Company owned by Klamath.

        The objective of the Company is to satisfy the judgment obtained by the
Payee against Mr. Palatin by a transfer of Common Shares beneficially owned in
the Company by Mr. Palatin to the Payee or by a liquidation of the shares in an
amount sufficient to fully discharge the judgment. The Company is unable to
predict at the present time whether it will succeed in achieving its objectives.

        SPECIAL LITIGATION COMMITTEE

        In July 1998, the Board of Directors of the Company established a
Special Litigation Committee ("Committee") of the Board to examine the
relationships between Mr. Palatin and Contrin, Barton Holding Ltd. ("Barton")
which was the former preferred shareholder, and affiliated persons. The
Committee also investigated transactions between the Company and its present and
former officers and directors since January 1, 1995, to determine whether
improper self-dealing occurred between the Company and such persons. The
Committee completed its investigation and issued its report on March 31, 2000.
Among the Committee's conclusions and recommendations are the following:

        That the Company should vigorously pursue collection of the Palatin
Notes (discussed above), and should seek to satisfy the judgement obtained
against Mr. Palatin by foreclosing on the shares of Common Stock of the Company
held beneficially by Mr. Palatin;



                                                                              15
<PAGE>   18

                                THE CRONOS GROUP

        That the Company should vigorously defend any proceeding brought by
Contrin in pursuit of its claim of $2.6 million against the Company (see
"Dispute with Contrin Group" above) and, if any such proceeding is instituted by
Contrin, that the Company should seek indemnification against responsible third
parties, and assert against one or more of such third parties claims for damages
the Company has against them;

        That the Company reject the claim of Dr. Axel Friedberg, a former
outside director of the Company, for the balance due of $0.1 million on his
statement for legal services purportedly rendered to the Company for the period
from November 30, 1997 through December 31, 1998; and

        That the Board of Directors of the Company reconfirm its
interested-party statement of policies to govern interested-party transactions
between the Company and all directors, officers, and employees of the Company
and its subsidiaries.


ITEM 2 -- CHANGES IN SECURITIES AND USE OF PROCEEDS

        Not applicable



ITEM 3 -- DEFAULTS UPON SENIOR SECURITIES

        Not applicable


ITEM 4 -- SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

        Not applicable


ITEM 5 -- OTHER INFORMATION

        Not applicable


ITEM 6 -- EXHIBITS AND REPORTS ON FORM 8-K

(a)     Exhibits

<TABLE>
<CAPTION>
Number         Description
<S>            <C>
10.1           Employment Agreement by and between Cronos Containers S.r.l. and
               Nico Sciacovelli dated April 7, 2000.

27.1           Financial Data Schedule.
</TABLE>


(b)     Reports on Form 8-K

Not applicable.



                                                                              16
<PAGE>   19

                                THE CRONOS GROUP

                                   SIGNATURES

        Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

                                THE CRONOS GROUP


<TABLE>
<CAPTION>
SIGNATURE                       TITLE                                           DATE
<S>                             <C>                                             <C>
By     /s/ P J Younger          Director, Executive Vice President,             May 12, 2000
       Peter J. Younger         Chief Financial Officer
                                and Chief Accounting Officer
                                (Principal Financial and Accounting Officer)
</TABLE>



                                                                              17
<PAGE>   20

                                THE CRONOS GROUP

                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
Number    Exhibit                                                                               Page
------    -------                                                                               ----
<S>       <C>                                                                                   <C>
10.1      Employment Agreement by and between Cronos Containers S.r.l. and Nico
          Sciacovelli dated April 7, 2000                                                        19

27        Financial Data Schedule                                                                26
</TABLE>



                                                                              18