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RULE NO.424(b)(2)
REGISTRATION NO. 33-56252
PROSPECTUS SUPPLEMENT
(To Prospectus dated January 15, 1993)
$100,000,000
[LOGO OF CROWN CORK & SEAL COMPANY, INC. APPEARS HERE]
CROWN CORK & SEAL COMPANY, INC.
7% NOTES DUE 1999
The 7% Notes Due 1999 (the "Notes") will mature on June 15, 1999. Interest on
the Notes is payable semi-annually, on each June 15 and December 15,
commencing December 15, 1994. The Notes are not redeemable prior to maturity.
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH
IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
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PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
<S> <C> <C> <C>
Per Note................. 99.710% .600% 99.110%
Total.................... $99,710,000 $600,000 $99,110,000
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(1) Plus accrued interest, if any, from June 16, 1994 to the date of delivery.
(2) Before deduction of expenses payable by the Company estimated at $75,000.
The Notes are offered subject to receipt and acceptance by the Underwriters,
to prior sale and to the Underwriters' right to reject any order in whole or
in part and to withdraw, cancel or modify the offer without notice. It is
expected that delivery of the Notes will be made at the office of Salomon
Brothers Inc, Seven World Trade Center, New York, New York, or through the
facilities of The Depository Trust Company, on or about June 16, 1994.
SALOMON BROTHERS INC CS FIRST BOSTON
The date of this Prospectus Supplement is June 9, 1994.
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IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT
TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A
LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH
TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH
STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME.
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USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used to refinance
outstanding short term indebtedness, bearing interest based upon prevailing 30-
day commercial paper rates.
RATIO OF EARNINGS TO FIXED CHARGES
The following table sets forth the ratio of earnings to fixed charges for the
Company and its consolidated subsidiaries for the periods shown. The ratios
were derived from the audited consolidated financial statements of the Company
for the years ended December 31, 1989, 1990, 1991, 1992, and 1993 and from the
unaudited consolidated financial statements of the Company for the three months
ended March 31, 1994.
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THREE
MONTHS
ENDED YEAR ENDED DECEMBER 31,
MARCH 31, -------------------------
1994 1993 1992 1991 1990 1989
----------- ---- ---- ---- ---- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Ratio of Earnings to Fixed Charges.... 3.5x 4.1x 4.3x 3.7x 3.9x 13.5x
</TABLE>
For purposes of these computations, "Earnings" consist of consolidated net
income from continuing operations plus taxes on income, plus fixed charges
exclusive of capitalized interest and less undistributed income of
unconsolidated affiliates carried on the equity basis. "Fixed Charges" consist
of interest, whether expended or capitalized (including amortization of debt
discount), and that portion of rentals that is representative of interest.
DESCRIPTION OF NOTES
The following description of the Notes offered hereby (referred to in the
accompanying Prospectus as the "Debt Securities") supplements, and to the
extent inconsistent therewith, supersedes, insofar as such description relates
to the Notes, the description of the general terms and provisions of the Debt
Securities set forth in the accompanying Prospectus, to which description
reference is hereby made. The Notes will be issued under an Indenture, dated as
of April 1, 1993, between the Company and Chemical Bank, as Trustee. Reference
should be made to the accompanying Prospectus for a detailed summary of the
provisions of the Indenture.
The Notes are limited to $100,000,000 aggregate principal amount and will
mature on June 15, 1999.
The Notes will bear interest at the rate per annum of 7% from June 16, 1994,
or from the most recent interest payment date to which interest has been paid
or provided for, payable semi-annually in arrears on
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June 15 and December 15 of each year, beginning on December 15, 1994, to the
persons in whose names the Notes are registered at the close of business on the
next preceding June 1 or December 1, as the case may be. The Notes will be
issued in fully registered form only in denominations of $1,000 and integral
multiples thereof.
The Notes are not subject to redemption by the Company prior to their
maturity. The Notes will be subject to satisfaction and discharge and to
covenant defeasance as provided in the accompanying Prospectus.
UNDERWRITING
Subject to the terms and conditions set forth in the Underwriting Agreement,
the Company has agreed to sell to each of the Underwriters named below, and
each of the Underwriters has severally agreed to purchase, the amount of Notes
set forth opposite its name below:
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PRINCIPAL
AMOUNT OF
UNDERWRITERS NOTES
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<S> <C>
Salomon Brothers Inc......................................... $ 50,000,000
CS First Boston Corporation.................................. 50,000,000
------------
Total.................................................... $100,000,000
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In the Underwriting Agreement, the several Underwriters have agreed, subject
to the terms and conditions set forth therein, to purchase all the Notes
offered hereby if any Notes are purchased. In the event of default by any
Underwriter, the Underwriting Agreement provides that, in certain
circumstances, the Underwriting Agreement may be terminated.
The Company has been advised by the Underwriters that they propose initially
to offer the Notes to the public at the public offering price set forth on the
cover page of this Prospectus Supplement, and to certain dealers at such price
less a concession of not more than .35% of the principal amount of the Notes.
The Underwriters may allow and such dealers may reallow a concession of not
more than .25% of the principal amount of the Notes to certain other dealers.
After the initial public offering, the public offering price and such
concessions may be changed.
The Company has been advised by the Underwriters that they intend to make a
market in the Notes, but that they are not obligated to do so and may
discontinue making a market at any time without notice. The Company currently
has no intention to list the Notes on any securities exchange, and there can be
no assurance given as to the liquidity of the trading market for the Notes.
The Underwriting Agreement provides that the Company will indemnify the
several Underwriters against certain civil liabilities, including liabilities
under the Securities Act of 1933, or contribute to payments which the
Underwriters may be required to make in respect thereof.
The Underwriters and their associates may be customers of, engage in
transactions with, or perform services for the Company and its subsidiaries in
the ordinary course of business.
EXPERTS
The consolidated financial statements of the Company incorporated in this
Prospectus Supplement and the accompanying Prospectus by reference to the
Annual Report on Form 10-K of the Company for the fiscal year ended December
31, 1993 have been audited by Price Waterhouse, independent accountants, as
stated in their opinion (which is incorporated by reference to the Company's
Annual Report on Form 10-K
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for the fiscal year ended December 31, 1993) and have been so incorporated in
reliance upon the authority of said firm as experts in auditing and accounting.
LEGAL MATTERS
The validity of the Notes and certain other legal matters will be passed upon
for the Company by Richard L. Krzyzanowski, Executive Vice President, Secretary
and General Counsel of the Company, and Dechert Price & Rhoads, Philadelphia,
Pennsylvania. Certain legal matters will be passed on for the Underwriters by
Simpson Thacher & Bartlett (a partnership which includes professional
corporations), New York, New York. Simpson Thacher & Bartlett may rely, as to
matters of Pennsylvania law, on the opinion of Dechert Price & Rhoads. Mr.
Krzyzanowski is a full-time employee of the Company and, as of February 24,
1994, owned .16% of the Company's Common Stock, held options for shares of the
Company's Common Stock and participated in the Company's retirement and 401(k)
plans. Chester C. Hilinski, of counsel to Dechert Price & Rhoads, is a Director
of the Company and, as of February 24, 1994, owned .002% of the Company's
Common Stock.
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[THIS PAGE INTENTIONALLY LEFT BLANK]
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NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN-
FORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR IN-
CORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PRO-
SPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY
OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS SUPPLEMENT AND THE ACCOM-
PANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN
OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION
IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON
MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO
WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF
THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS
BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.
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TABLE OF CONTENTS
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PAGE
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PROSPECTUS SUPPLEMENT
Use of Proceeds............................................................ S-2
Ratio of Earnings to Fixed Charges......................................... S-2
Description of Notes....................................................... S-2
Underwriting............................................................... S-3
Experts.................................................................... S-3
Legal Matters.............................................................. S-4
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PROSPECTUS
<S> <C>
Available Information....................................................... 2
Incorporation of Certain Documents by Reference............................. 2
The Company................................................................. 3
Use of Proceeds............................................................. 4
Selected Financial Information.............................................. 5
Description of Debt Securities.............................................. 6
Plan of Distribution........................................................ 13
Legal Matters............................................................... 14
Experts..................................................................... 14
</TABLE>
$100,000,000
[LOGO OF CROWN CORK & SEAL COMPANY, INC. APPEARS HERE]
CROWN CORK & SEAL
COMPANY, INC.
7% NOTES DUE 1999
SALOMON BROTHERS INC
CS FIRST BOSTON
PROSPECTUS SUPPLEMENT
DATED JUNE 9, 1994
