UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

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

~~December~~June 3127, ~~2005~~ 2006 ~~Date of Report (Date of Earliest Event Reported)~~

Date of Report (Date of Earliest Event Reported)

The Cronos Group

(Exact name of registrant as specified in its charter)

Luxembourg ~~(State or Other Jurisdiction of Incorporation)~~

(State or Other Jurisdiction of Incorporation)


0-24464		Not Applicable
(Commission File Number)		(IRS Employer Identification No.)

5, rue Guillaume Kroll, L-1882 Luxembourg ~~(Address of principal executive offices) (Zip Code)~~

(~~352) 26.48.36.88~~Address ~~(Registrant’s~~of ~~Telephone~~principal ~~Number,~~executive ~~Including~~offices) ~~Area~~(Zip Code)

(352) 26.48.36.88

(Registrant’s Telephone Number, Including Area Code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR § 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR § 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR § 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR § 240.13e-4(c))

~~Item~~o Soliciting material pursuant to Rule ~~1.02~~14a-12 ~~Termination~~under ofthe aExchange ~~Material~~Act ~~Definitive~~(17 ~~Agreement~~CFR § 240.14a-12)

~~Effective~~o ~~December 31,~~Pre-commencement ~~2005,~~communications Cronos Containers S.r.L., an Italian subsidiary (“Employer”) of the registrant, The Cronos Group (the “Company”) (Nasdaq symbol: CRNS) terminated the employment of Nico Sciacovelli as Senior Vice President of Employer as part of a regional reorganization of the lease operations of the Company. Mr. Sciacovelli was employed by Employer pursuant to ~~an Employment Agreement dated as of December~~Rule ~~1, 1999~~ 14d-2(~~together with all amendments thereto, the “Agreement”~~b). ~~The~~under ~~current term of~~ the ~~Agreement~~Exchange ~~runs~~Act ~~through November 30,~~(17 ~~2006.~~CFR As§ ~~previously reported by the Company in its Form 8-K dated July 8, 2005, the Agreement provides that if Mr~~240. Sciacovelli is terminated without cause prior to the end of such term, he is entitled to severance in an amount equal to the greater of the salary payable to him for the balance of the term of the Agreement or his monthly salary times the number of years 14d-2(~~not to exceed 24~~b) ~~that he worked for Employer (or any other affiliate of the Company~~)~~. Mr. Sciacovelli~~ ~~joined the Cronos Group in 1984. After negotiation, Employer and Mr. Sciacovelli have agreed to~~ the compensation payable to Mr. Sciacovelli upon, and the terms of, his termination. Employer will pay Mr. Sciacovelli severance of €512,431 (at current exchange rates, approximately $621,425), payable by January 31, 2006. Employer and Mr. Sciacovelli have also executed mutual releases. In addition, Mr. Sciacovelli has the right to exercise options on 95,000 common shares of the Company prior to January 31, 2006, 80,000 shares at an adjusted option exercise price of $5.67 and 15,000 shares at an exercise price of $4.875.

Aso ~~reported by the Company in its 10~~Pre-Qcommencement ~~report~~communications ~~for~~pursuant ~~the~~to ~~quarter ended September~~Rule ~~30,~~13e-4(c) ~~2005,~~under the ~~Company~~ ~~recorded~~Exchange aAct ~~$1 million~~(17 ~~charge~~CFR in§ ~~selling, general and administrative expenses for the costs of Mr~~240. ~~Sciacovelli’s termination and of one other employee. The Company estimates that it will~~13e-4(c)) ~~take an additional charge of less than $100,000 for the fourth calendar quarter of 2005 in selling,~~ ~~general and administrative expenses as a result of the agreement reached with Mr. Sciacovelli.~~

Item 1.01. Entry into a Material Definitive Agreement.

TOEMT Litigation Settled

From the 1980s The Cronos Group (the “Company”) (Nasdaq: CRNS), through its subsidiaries, managed containers for Transocean Equipment Manufacturing and Trading Limited (“TOEMT (UK)”), an English company. A separate company by the same name was registered in the Isle of Man (“TOEMT (Isle of Man)”). Both TOEMTs are in liquidation in England, represented by the same liquidator. On December 13, 2004, the liquidator filed his “ordinary application” (in the nature of a complaint) in the High Court of Justice, Chancery Division, Companies Court, London, against the Company and two of its subsidiaries, Cronos Containers N.V. (“CNV”) and Cronos Containers (Cayman) Limited (“CAY”) (collectively the “Respondents”). See the report on Form 8-K filed with the SEC on January 13, 2005.

By its 8-K report dated March 21, 2006, the Company reported its purchase of the claims of the two identified creditors of both TOEMTs. The Company reported at that time that, with the purchase of the claims of the only known creditors of both TOEMTs, the Company intended to pursue an end to the litigation brought by the TOEMT liquidator against the Respondents.

On June 27, 2006, Respondents settled the TOEMT litigation. Pursuant to the settlement, the liquidator agreed to discontinue the litigation he has brought against the Respondents and to release any and all claims asserted therein and any and all additional claims that he might have against the Respondents and their affiliates. Respondents agreed to make a final payment to the liquidator of £225,000 (at current exchange rates, approximately $409,000).

As part of the settlement, the TOEMT liquidator has withdrawn his claims against the one acknowledged creditor of TOEMT (UK) — MKB Bank Rt. (“MKB”). With the withdrawal of his claims against MKB, MKB has agreed to a cancellation of the guarantee issued by CNV in favor of MKB in the amount $435,000.

The liquidator of the two TOEMTs “discontinued” (i.e., dismissed) the proceedings brought by him against the Respondents by his notices of discontinuance filed with the High Court of Justice on June 27, 2006.

Under the settlement, the liquidator agrees to proceed with the orderly and prompt closure of the liquidations of the two TOEMTs.

SIGNATURES

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


	THE CRONOS GROUP
	By	/s/ Frank P. Vaughan
		Frank P. Vaughan
		Chief Financial Officer & Senior Vice President

Date: ~~January~~July 63, 2006

Filing Compare · CRG Liquidation CO