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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
Date of Report: June 16, 1994
(Date of earliest event reported)
CROWN CORK & SEAL COMPANY, INC.
(Exact Name of Registrant as specified in its charter)
Pennsylvania 1-2227 23-15264444
State of Incorporation (Commission File Number) (I.R.S. Employer
Identification
No.)
9300 Ashton Road
Philadelphia, Pennsylvania 19136
(215) 698-5100
(Address of Registrant's Principal Executive
Offices and telephone number, including area code)
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Item 5. Other Events.
On June 16, 1994, Crown Cork & Seal Company, Inc. (the
"Company") issued $100 million of public debt securities
consisting of $100 million aggregate principal amount of 7% Notes
due 1999 (the "Notes"). The Notes were sold on June 9, 1994
pursuant to a shelf registration statement previously filed with
the Securities and Exchange Commission. A copy of the form of
the Notes is attached hereto as Exhibit 99.1. A copy of the
Officers' Certificate of the Company dated June 16, 1994, by
which the Company established the Notes and specified their terms
is attached hereto as Exhibit 99.2. A copy of the Terms Agreement
dated June 9, 1994 between Salomon Brothers Inc, CS First Boston
Corporation and the Company is attached hereto as Exhibit 99.3.
Exhibits 99.1 through 99.3 are hereby incorporated by reference in
this Form 8-K.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
99.1 Form of the Company's 7% Notes Due 1999.
99.2 Officers' Certificate of the Company dated June 16,
1994.
99.3 Terms Agreement dated June 9, 1994.
SIGNATURE
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 hereunto duly authorized.
CROWN CORK & SEAL COMPANY, INC.
Date: June 20, 1994 By: /s/ Craig R. L. Calle
Craig R. L. Calle
Vice President and Tresurer
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Exhibit Index
Exhibit No. Description of Exhibit
99.1 Form of the Company's 7% Notes Due 1999.
99.2 Officers' Certificate of the Company dated June 16,
1994.
99.3 Terms Agreement dated June 9, 1994.
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REGISTERED REGISTERED
[NUMBER R ] [AMOUNT]
CUSIP 228255 AE 5
CROWN CORK & SEAL COMPANY, INC.
7% NOTES DUE 1999
CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation
(herein called the "Company," which term includes any successor
corporation under the Indenture hereinafter referred to), for
value received, hereby promises to pay to
or registered assigns, the principal sum of DOLLARS
on June 15, 1999, at the office or agency of the Company referred
to below, and to pay interest thereon from June 16, 1994 or from
the most recent Interest Payment Date to which interest has been
paid or duly provided for, semi-annually on June 15 and December
15 in each year, commencing December 15, 1994, at the rate of 7%
per annum, until the principal hereof is paid or duly provided
for. The interest so payable, and punctually paid or duly
provided for, on any Interest Payment Date will, as provided in
such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the
close of business on the Regular Record Date for such interest,
which shall be the June 1 or December 1 (whether or not a
Business Day), as the case may be, next preceding such Interest
Payment Date, and at maturity, to the persons to whom principal
is payable. Any such interest not so punctually paid or duly
provided for shall forthwith cease to be payable to the Holder on
such Regular Record Date and may either be paid to the Person in
whose name this Security (or one or more Predecessor Securities)
is registered at the close of business on a Special Record Date
for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders of Securities
not less than 10 days prior to such Special Record Date, or may
be paid at any time in any other lawful manner not inconsistent
with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required
by such exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and any
such Interest on this Security will be made at the office or
agency of the Company maintained for that purpose in
Philadelphia, Pennsylvania or at such other office or agency of
the Company as may be maintained for such purpose, in such coin
or currency of the United States of America as at the time of
payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the
option of the
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Company by check drawn upon any Paying Agent and mailed on or prior to an
Interest Payment Date to the address of the Person entitled thereto
as such address shall appear on the Security Register.
Reference is hereby made to the further provisions of this
Security set forth on the reverse hereof, which further
provisions shall for all purposes have the same effect as if set
forth at this place.
Unless the certificate of authentication hereon has been duly
executed by the Trustee referred to on the reverse hereof by
manual signature, this Security shall not be entitled to any
benefit under the Indenture, or be valid or obligatory for any
purpose.
IN WITNESS WHEREOF, the Company has caused this instrument to
be duly executed under its corporate seal.
Dated:
This is one of the Securities referred to in the within-mentioned
indenture.
CHEMICAL BANK, as Trustee
By
Authorized Officer
[CROWN CORK & SEAL COMPANY, INC. CORPORATE SEAL 1989
PENNSYLVANIA]
CROWN CORK & SEAL COMPANY, INC.
Attest: By:
/s/ Richard L. Krzyzanowski /s/ William J. Avery
CORPORATE SECRETARY CHAIRMAN OF THE BOARD
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CROWN CORK & SEAL COMPANY, INC.
7% NOTES DUE 1999
This Security is one of a duly authorized issue of Securities
of the Company (herein called the "Securities"), issued and to be
issued in one or more series under an indenture (herein called
the "Indenture") dated as of April 1, 1993, between the Company,
and Chemical Bank, as trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture), to
which Indenture and all indentures supplemental thereto reference
is hereby made for a statement of the respective rights,
limitations of rights, duties, obligations and immunities
thereunder of the Company, the Trustee and the Holders of the
Securities, and of the terms upon which the Securities are, and
are to be, authenticated and delivered. This Security is one of
a series designated on the face hereof, limited in aggregate
principal amount to $100,000,000.
In the event of redemption of this Security in part only, a
new Security or Securities of this series for the unredeemed
portion hereof will be issued in the name of the Holder hereof
upon the cancellation hereof.
If an Event of Default with respect to Securities of this
series shall occur and be continuing, the principal of the
Securities of this series may be declared due and payable in the
manner and with the effect provided in the Indenture.
The Indenture permits, with certain exceptions as therein
provided, the amendment thereof and the modification of the
rights and obligations of the Company and the rights of the
Holders of the Securities of each series to be affected under the
Indenture at any time by the Company and the Trustee with the
consent of the Holders of a majority in aggregate principal
amount of the Securities at the time Outstanding of each series
to be affected. The Indenture also contains provisions
permitting the Holders of specified percentages in aggregate
principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities, to
waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their
consequences. Any such consent or waiver by or on behalf of the
Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any
Security issued upon the registration of transfer hereof or in
exchange hereof or in lieu hereof whether or not notation of such
consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this
Security or of the Indenture shall alter or impair the obligation
of the Company, which is absolute and unconditional, to pay the
principal of (and premium, if any) and interest on this Security
at the times, place, and rate, and in the coin or currency,
herein prescribed.
As provided in the Indenture and subject to certain
limitations therein set forth, the transfer of this Security is
registrable on the Security Register of the Company, upon
surrender of this Security for registration of transfer at the
office or agency of the Company maintained for such purpose in
The City of New York or at such other office or agency of the
Company as may be maintained for such purpose, duly endorsed by,
or accompanied by a written instrument of transfer in form
satisfactory to the Company and the Security Registrar duly
executed by, the Holder hereof or his attorney duly authorized in
writing, and thereupon one or more new Securities, of authorized
denominations and for the same aggregate principal amount, will
be issued to the designated transferee or transferees.
The Securities of this series are issuable only in registered
form without coupons in denominations of $1,000 and any integral
multiple thereof. As provided in the Indenture and subject to certain
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limitations therein set forth, the Securities are exchangeable
for a like aggregate principal amount of Securities
of a different authorized denomination, as requested by the
Holder surrendering the same.
No service charge shall be made to the Holders for any
registration of transfer or exchange or redemption of Securities,
but the Company may require payment of a sum sufficient to cover
any tax or other governmental charge payable in connection
therewith.
Prior to and at the time of due presentment of this Security
for registration of transfer, the Company, the Trustee and any
agent of the Company or the Trustee may treat the Person in whose
name this Security is registered as the owner hereof for all
purposes, whether or not this Security be overdue, and neither
the Company, the Trustee nor any agent shall be affected by
notice to the contrary.
All terms used in this Security which are defined in the
Indenture shall have the meanings assigned to them in the
Indenture.
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ABBREVIATIONS
The following abbreviations, when used in the inscription on
the face of this instrument, shall be construed as though they
were written out in full according to applicable laws or
regulations:
TEN COM - as tenants in common
TEN ENT - as tenants by the entireties
JT TEN - as joint tenants with right of
survivorship and not as
tenants in common
UNIV GIFT MIN ACT - ___________ Custodian ______________
(Cust) (Minor)
under Uniform Gifts to Minors Act
___________________
(State)
Additional abbreviations may also be used though not in the above
list.
_________________________________
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FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s)
and transfer(s) unto
PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF
ASSIGNEE
(Please print or typewrite name and address including postal zip
code of assignee)
the within Note and all rights thereunder, hereby irrevocably
constituting and appointing
attorney to
transfer said Note on the books of the Company, with full power
of substitution in the premises.
Dated:
NOTICE: The signature to this assignment must correspond
with the name as written upon the face of the Note, in every
particular, without alteration or enlargement, or any change
whatever.
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CROWN CORK & SEAL COMPANY, INC.
Officers' Certificate
The undersigned, Craig R. L. Calle, the duly qualified
and elected Vice President and Treasurer of Crown Cork & Seal
Company, Inc., a Pennsylvania corporation (the "Company") and
Richard L. Krzyzanowski, the duly qualified and elected Secretary
of the Company, pursuant to the authority granted by the Board of
Directors of the Company on December 17, 1992, in accordance with
Section 3.1 of the Indenture, dated as of April 1, 1993, between
the Company, as issuer and Chemical Bank, as trustee (the
"Indenture"), hereby certify as follows:
1. The title of the Securities (as defined in the
Indenture) to be issued is the 7% Notes Due 1999 (the
"Notes").
2. The aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture is U.S.
$100,000,000 (except for Securities authenticated and
delivered upon registration of transfer of, or in
exchange for, or in lieu of, the Notes pursuant to
Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture).
3. The principal of the Notes shall be payable on June 15,
1999.
4. The Notes shall bear interest from June 16, 1994, their
date of issue, at the annual rate of 7%. Interest shall
be payable semi-annually on June 15 and December 15 of
each year, commencing December 15, 1994, to holders of
record on the preceding June 1 or December 1, as the
case may be.
5. The place for payment of principal of and interest on
the Notes and surrender for exchange of the Notes shall
be as specified in the Notes.
6. The provisions of Section 4.1 relating to the
satisfaction and discharge of Securities of any series
shall apply to the Notes.
7. The Notes shall not be subject to redemption at the
option of the Company prior to maturity.
8. The Company shall not be obligated to redeem or purchase
the Notes pursuant to any sinking fund or at the option
of the holder thereof.
9. The Notes shall be subject to the Events of Default set
forth in Section 5.1 of the Indenture, to the covenants
of the Company set forth in Article X of the Indenture,
and to the provisions of Section 10.11 of the Indenture.
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IN WITNESS WHEREOF, I have affixed my signature hereto
this 16th day of June, 1994.
/s/ Craig R.L. Calle
Craig R.L. Calle
Vice President and Treasurer
/s/ Richard L. Krzyzanowski
Richard L. Krzyzanowski
Secretary
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CROWN CORK & SEAL COMPANY, INC.
Debt Securities
TERMS AGREEMENT
June 9, 1994
Crown Cork & Seal Company, Inc.
9300 Ashton Road
Philadelphia, Pennsylvania 19136
Attention: Mr. Craig R.L. Calle
Vice President and Treasurer
Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and
conditions of the Underwriting Agreement filed as an exhibit to
the registration statement of Crown Cork & Seal Company, Inc.
(the "Company") on Form S-3 (No. 33-56252) (the "Underwriting
Agreement"), the following securities (collectively, the
"Securities") on the following terms:
7% Notes Due 1999.
Principal Amount: $100,000,000.
Interest: 7% per annum, from June
16, 1994, payable
semiannually on June 15
and December 15 of each
year, commencing December
15, 1994, to holders of
record on the preceding
June 1 or December 1,
as the case may be.
Maturity: June 15, 1999.
Optional redemption: None.
Sinking Fund: None.
Delayed Delivery
Contracts: None.
Other: Section 10.11 of the
Indenture shall be
applicable.
Purchase Price: 99.11% of principal
amount, plus accrued
interest, if any, from
June 16, 1994.
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Expected Reoffering
Price: 99.71% of principal
amount, subject to change
by the undersigned.
Closing: 10:00 A.M., New York City
time, on June 16, 1994, at
the offices of Simpson
Thacher & Bartlett, with
payment to be made in New
York Clearing House (next
day) funds.
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite
their names in Schedule A hereto.
It is understood that we may, with your consent, amend
this offer to add additional Underwriters and reduce the
aggregate principal amount to be purchased by the Underwriters
listed in Schedule A hereto by the aggregate principal amount to
be purchased by such additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference, except that the letter of Price
Waterhouse to be delivered on or prior to the date hereof
pursuant to Section 5(a) of the Underwriting Agreement shall not
be required, and the matters to have been set forth in such
letter shall instead be included in the letter of Price
Waterhouse dated the Closing Date (as defined in the Underwriting
Agreement) and delivered pursuant to subsection 5(h) of the
Underwriting Agreement, which letter must be satisfactory in form
and substance to the Underwriters.
The Securities will be made available for checking and
packaging at the office of Chemical Bank, New York, New York at
least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing
the enclosed response to us in the space provided and returning
it to us.
Very truly yours,
SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
As Underwriters
By SALOMON BROTHERS INC
By /s/ Jeffrey R. Cameron
Title: Vice President
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TO: SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
As Underwriters,
c/o Salomon Brothers Inc
7 World Trade Center
New York, N.Y. 10048
We accept the offer contained in your letter, dated June
9, 1994, relating to $100 million principal amount of our 7%
Notes due 1999. We also confirm that, to the best of our
knowledge after reasonable investigation, the representations and
warranties of the undersigned in the Underwriting Agreement filed
as an exhibit to the undersigned's registration statement on Form
S-3 (No. 33-56252) (the "Underwriting Agreement") are true and
correct, no stop order suspending the effectiveness of the
Registration Statement (as defined in the Underwriting Agreement)
or of any part thereof has been issued and no proceedings for
that purpose have been instituted or, to the knowledge of the
undersigned, are contemplated by the Securities and Exchange
Commission and, subsequent to the respective dates of the most
recent financial statements in the Prospectus (as defined in the
Underwriting Agreement), there has been no material adverse
change in the financial position or results of operations of the
undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.
Very truly yours,
CROWN CORK & SEAL COMPANY, INC.
By /s/ Craig R.L. Calle
Craig R.L. Calle
Vice President and Treasurer
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SCHEDULE A
Principal Amount
Underwriter of Notes
Salomon Brothers Inc . . . . . . . . . $ 50,000,000
CS First Boston Corporation. . . . . . $ 50,000,000
Total. . . . . . . . . . . . . . . . . $ 100,000,000
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