<PAGE>
PROSPECTUS SUPPLEMENT
(To Prospectus dated December 20, 1994)
$300,000,000
[LOGO OF CROWN CORK & SEAL APPEARS HERE]
CROWN CORK & SEAL COMPANY, INC.
8 3/8% NOTES DUE 2005
The 8 3/8% Notes Due 2005 (the "Notes") will mature on January 15, 2005.
Interest on the Notes is payable semi-annually, on each January 15 and July
15, commencing July 15, 1995. 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.
- -------------------------------------------------------------------------------
<TABLE>
<CAPTION>
PRICE TO UNDERWRITING PROCEEDS TO
PUBLIC(1) DISCOUNT COMPANY(1)(2)
<S> <C> <C> <C>
Per Note................................ 99.785% .650% 99.135%
Total................................... $299,355,000 $1,950,000 $297,405,000
- --------------------------------------------------------------------------------
</TABLE>
(1) Plus accrued interest, if any, from January 25, 1995 to the date of
delivery.
(2) Before deduction of expenses payable by the Company estimated at $300,000.
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 January 25, 1995.
SALOMON BROTHERS INC
CS FIRST BOSTON
J.P. MORGAN SECURITIES INC.
The date of this Prospectus Supplement is January 18, 1995.
<PAGE>
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.
----------------
USE OF PROCEEDS
The net proceeds from the sale of the Notes will be used to repay short term
indebtedness bearing interest based upon prevailing 30-day commercial paper
rates and to repay the remaining $100 million in indebtedness outstanding under
the Company's $150 million Term Loan Agreement dated as of August 30, 1991
among the Company and a syndicate of three banks, which matures on December 31,
1997 and bears interest currently at a rate per annum of 6.8125%.
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 January 15, 1995 (the "Indenture"), 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 $300 million aggregate principal amount and will
mature on January 15, 2005.
The Notes will bear interest at the rate per annum of 8 3/8% from January 25,
1995, or from the most recent interest payment date to which interest has been
paid or provided for, payable semi-annually in arrears on January 15 and July
15 of each year, beginning on July 15, 1995, to the persons in whose names the
Notes are registered at the close of business on the next preceding January 1
or July 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. Principal
of and interest on the Notes will be payable at the corporate trust office of
the Trustee, which current office is specified in the Indenture. The Notes may
be presented for registration of transfer or exchange at the corporate trust
office of the Trustee, subject to the limitations provided in the Indenture.
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.
S-2
<PAGE>
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:
<TABLE>
<CAPTION>
PRINCIPAL
AMOUNT OF
UNDERWRITERS NOTES
------------ ------------
<S> <C>
Salomon Brothers Inc......................................... $ 93,334,000
CS First Boston Corporation.................................. 93,333,000
J.P. Morgan Securities Inc................................... 93,333,000
Chemical Securities Inc...................................... 10,000,000
C.J. Lawrence/Deutsche Bank Securities Corporation........... 10,000,000
------------
Total...................................................... $300,000,000
============
</TABLE>
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 .40% 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, as amended, or contribute to payments which
the Underwriters may be required to make in respect thereof.
The Underwriters and their affiliates may be customers of, engage in
transactions with, or perform services for the Company and its subsidiaries in
the ordinary course of business.
S-3
<PAGE>
Prospectus
[LOGO OF CROWN CORK & SEAL COMPANY, INC. APPEARS HERE]
CROWN CORK & SEAL COMPANY, INC.
DEBT SECURITIES
Crown Cork & Seal Company, Inc. (the "Company") may offer and sell from time to
time its debt securities consisting of debentures, notes and/or other unsecured
evidences of indebtedness (the "Debt Securities"), on terms to be determined at
the time of sale, through dealers, underwriters or agents to be designated or
directly to other purchasers, at an aggregate initial offering price not
exceeding U.S. $500,000,000 or its equivalent in another currency or composite
currency. The Debt Securities may be offered as separate series with the same
or various maturities. The specific designation, aggregate principal amount,
denominations, currency of payment, maturity, premium, if any, rate or rates
and times of payment of interest, if any, terms for any redemption at the
option of the Company or the holder, terms for any sinking fund payments, the
initial public offering price, the net proceeds to the Company and any other
specific terms in connection with the offering and sale of the Debt Securities
in respect of which this Prospectus is being delivered are set forth in the
accompanying Prospectus Supplement (the "Prospectus Supplement").
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. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
The dealer's or other purchaser's purchase price or underwriter's or agent's
commission with respect to any Debt Securities is set forth in, or may be
calculated from, the Prospectus Supplement and the net proceeds to the Company
from such sale will be the purchase price of such Debt Securities in the case
of a dealer or other purchaser or the public offering price less such
commission in the case of an underwriter or agent, and less, in each case, the
other attributable issuance expenses. The aggregate proceeds to the Company
from all the Debt Securities will be the purchase price of Debt Securities sold
less the aggregate of underwriters' and agents' commissions and other expenses
of issuance and distribution. See "Plan of Distribution" for indemnification
arrangements for the dealers, other purchasers, underwriters, and agents.
- --------------------------------------------------------------------------------
The date of this Prospectus is December 20, 1994.
<PAGE>
NO DEALER, SALESMAN OR OTHER PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION
OR TO MAKE ANY REPRESENTATION NOT CONTAINED IN OR INCORPORATED BY REFERENCE IN
THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST
NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER
OR DEALER. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A
SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY IN ANY
JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH AN OFFER IN SUCH
JURISDICTION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR ANY SALE MADE
HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE
INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO THE DATE HEREOF OR
THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE SUCH DATE.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "Commission"). Reports, proxy
statements and other information concerning the Company filed with the
Commission may be inspected and copied at the public reference facilities
maintained by the Commission at its office at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549, as well as at the Regional Offices of the
Commission at Suite 1400, Northwestern Atrium Center, 500 West Madison Street,
Chicago, Illinois 60661 and 13th Floor, 7 World Trade Center, New York, New
York 10048. Copies of such material can be obtained from the Public Reference
Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates. In addition, such material may also be inspected at the
office of the New York Stock Exchange, 20 Broad Street, New York, New York
10005, on which the Company's Common Stock is listed.
The Company has filed a registration statement on Form S-3 (herein, together
with all amendments and exhibits thereto, the "Registration Statement"), under
the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus
does not contain all of the information set forth in the Registration
Statement, certain parts of which are omitted in accordance with the rules and
regulations of the Commission. For further information, reference is made to
the Registration Statement and the exhibits filed as a part thereof. Statements
contained herein concerning any document filed as an exhibit are not
necessarily complete and, in each instance, reference is made to the copy of
such document filed as an exhibit to the Registration Statement. Each such
statement is qualified in its entirety by such reference.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Commission (File No. 1-2227) pursuant
to the Exchange Act, are hereby incorporated by reference in this Prospectus:
(a) Annual Report on Form 10-K of the Company for the fiscal year ended
December 31, 1993; (b) Quarterly Reports on Form 10-Q of the Company for the
quarters ended March 31, June 30, and September 30, 1994; and (c) the Company's
Current Reports on Form 8-K dated June 15, 1994, June 16, 1994, and September
14, 1994.
All other documents filed by the Company pursuant to Section 13(a), 13(c), 14
and 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Debt Securities shall be deemed
to be incorporated by reference and to be a part of this Prospectus from the
date of filing of such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Prospectus to the extent that
a statement contained herein or in any subsequently filed document which also
is or is deemed to be incorporated by reference herein modifies or supersedes
such statement. Any statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this Prospectus.
THE COMPANY HEREBY UNDERTAKES TO PROVIDE WITHOUT CHARGE TO EACH PERSON TO
WHOM A COPY OF THIS PROSPECTUS IS DELIVERED, UPON ORAL OR WRITTEN REQUEST OF
ANY SUCH PERSON, A COPY OF ANY OR ALL OF THE DOCUMENTS INCORPORATED HEREIN BY
REFERENCE, OTHER THAN THE EXHIBITS TO SUCH DOCUMENTS (UNLESS SUCH EXHIBITS ARE
SPECIFICALLY INCORPORATED BY REFERENCE IN SUCH DOCUMENTS). REQUESTS SHOULD BE
DIRECTED TO CROWN CORK & SEAL COMPANY, INC., 9300 ASHTON ROAD, PHILADELPHIA,
PENNSYLVANIA 19136, ATTN: CORPORATE SECRETARY, TELEPHONE (215) 698-5100.
2
<PAGE>
THE COMPANY
The Company is a leading worldwide manufacturer of metal and plastic
packaging products. The products include metal cans for beverage, food and
aerosol products, plastic containers for beverage, processed food and other
products, metal crowns (also known as bottle caps), metal and plastic closures
and composite containers. The Company also manufactures filling, packaging and
handling machinery for the bottling industry.
In the United States, the Company is one of the two leading manufacturers of
beverage cans and, including its operations in Canada and Mexico, management
believes the Company is the largest manufacturer of beverage cans in North
America. Based on management estimates and industry sources, the Company is
also among the leading worldwide manufacturers of plastic containers, food
cans, aerosol cans, plastic and metal closures and metal crowns.
The metal packaging businesses are organized into the North American
Division, comprised of the United States, Canada, Mexico and Central America,
and the International Division, which covers the rest of the world. Following
the October 1992 acquisition of CONSTAR International Inc. ("CONSTAR"), the
Company created the Plastics Division, which includes CONSTAR and two plastic
closure businesses. The Company also has a Machinery Division. The Company's
Technical Center, located near Chicago, Illinois, is a premier product
development and research center supporting the packaging businesses worldwide.
Subsidiaries involved in aluminum scrap and used beverage can recycling, coil
coating and shearing, and machine engineering and maintenance support primarily
the North American Division.
* * * * *
The Company was founded in 1892. The principal executive offices are located
at 9300 Ashton Road, Philadelphia, Pennsylvania 19136, and the telephone number
at such address is (215) 698-5100.
USE OF PROCEEDS
Unless otherwise described in a Prospectus Supplement, the net proceeds from
the sale of the Debt Securities will be used for general corporate purposes,
including primarily the repayment of debt.
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 nine months
ended September 30, 1994.
<TABLE>
<CAPTION>
NINE MONTHS ENDED YEAR ENDED DECEMBER 31,
SEPTEMBER 30, -------------------------
1994 1993 1992 1991 1990 1989
----------------- ---- ---- ---- ---- -----
(UNAUDITED)
<S> <C> <C> <C> <C> <C> <C>
Ratio of earnings to
fixed charges.......... 2.7x* 4.2x 4.3x 3.7x 3.9x 13.5x
</TABLE>
- --------
* During the third quarter of 1994, the Company incurred a pre-tax charge of
$114.6 million to reflect the costs associated with the restructuring of its
metal packaging operations in the United States and Canada. Thirteen
facilities were affected by the restructuring, primarily those that produce
three-piece, steel food and aerosol containers. The charge covers the
restructuring of facilities, including applicable severance and related
fixed asset write-downs. If such charge had not occurred, the ratio of
earnings to fixed charges for the nine months ended September 30, 1994 would
have been 4.2x.
3
<PAGE>
For purposes of this ratio, "earnings" consist of consolidated pre-tax income
from continuing operations plus fixed charges exclusive of capitalized
interest, plus distributed income from less than 50% owned companies and
amortization of previously capitalized interest. "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 DEBT SECURITIES
The Debt Securities are to be issued under an Indenture, dated as of January
15, 1995 (the "Indenture"), between the Company and Chemical Bank, a New York
banking corporation, as Trustee (the "Trustee"), a copy of which has been filed
with the Commission as an exhibit to the Registration Statement and is
incorporated by reference herein. The following summaries of certain provisions
of the Indenture do not purport to be complete and are subject to, and are
qualified in their entirety by reference to, all provisions of the Indenture.
Capitalized terms are defined in the Indenture unless otherwise defined herein.
Wherever particular provisions or defined terms of the Indenture are referred
to, such provisions or defined terms are incorporated herein by reference. The
following sets forth certain general terms and provisions of the Debt
Securities. Further terms of the Offered Debt Securities are set forth in the
Prospectus Supplement.
GENERAL
The Indenture provides for the issuance, from time to time in one or more
series, of unsecured obligations of the Company which may be debentures, notes
or other evidences of indebtedness ("Debt Securities"). The Indenture does not
limit the amount of Debt Securities that may be authenticated and delivered
thereunder. Each series of Debt Securities may be established in or pursuant to
a resolution of the Company's Board of Directors or in one or more indentures
supplemental to the Indenture. The Indenture does not limit the amount of other
indebtedness or securities that may be issued by the Company. The Debt
Securities will be unsecured obligations of the Company and will rank on a
parity with all other unsecured and unsubordinated indebtedness of the Company.
The Prospectus Supplement describes the following terms of the Offered Debt
Securities: (1) the title of the Offered Debt Securities; (2) any limit on the
aggregate principal amount of the Offered Debt Securities; (3) the date or
dates on which the principal of the Offered Debt Securities is payable; (4) the
rate or rates at which the Offered Debt Securities will bear interest, if any,
and the date from which such interest, if any, will accrue; (5) the dates on
which such interest, if any, will be payable and the Regular Record Dates for
such Interest Payment Dates; (6) the place or places where the principal of
(and premium, if any) and interest, if any, on the Offered Debt Securities
shall be payable and where any of the Offered Debt Securities may be
surrendered for exchange; (7) any mandatory or optional sinking fund or
analogous provisions; (8) the period or periods within which, the price or
prices at which and the terms and conditions upon which the Offered Debt
Securities may, pursuant to any optional or mandatory redemption provisions, be
redeemed; (9) the obligation, if any, of the Company to redeem or purchase
Offered Debt Securities pursuant to any sinking fund or analogous provisions or
at the option of a holder thereof and the period or periods within which, the
price or prices at which, the currency or currency unit in which, and the terms
and conditions upon which Offered Debt Securities shall be redeemed or
purchased, in whole or in part, pursuant to such obligation; (10) if other than
denominations of $1,000 and any integral multiple thereof, the denomination in
which the Offered Debt Securities shall be issuable; (11) if other than the
principal amount thereof, the portion of the principal amount of Offered Debt
Securities payable upon declaration of acceleration of the maturity thereof;
(12) any additional events of default or covenants applicable to the Offered
Debt Securities; (13) if other than Dollars, the currency or currency unit in
which payment of the principal of (and premium, if any) or interest, if any, on
the Offered Debt Securities shall be made or in which the Offered Debt
Securities shall be denominated and the particular provisions applicable
thereto; (14) if the principal of (and premium, if any) and interest, if any,
on the Offered Debt Securities are to be payable, at the election of the
Company or a
4
<PAGE>
holder thereof, in a currency or currency unit other than that in which such
Offered Debt Securities are denominated or stated to be payable, the period or
periods within which, and the terms and conditions upon which, such election
may be made, and the time and manner of determining the exchange rate between
the currency or currency unit in which such Offered Debt Securities are
denominated or stated to be payable and the currency or currency unit in which
such Offered Debt Securities are to be so payable; (15) if the amount of
payments of principal of (and premium, if any) or interest, if any, on the
Offered Debt Securities may be determined with reference to an index based on a
currency or currency unit other than that in which such Offered Debt Securities
are denominated or stated to be payable or any other index or formula, the
manner in which such amounts shall be determined; (16) the application, if any,
of defeasance terms to the Offered Debt Securities; (17) whether the Offered
Debt Securities shall be issued in whole or in part in the form of one or more
Global Securities and, in such case, the Depositary for such Global Security or
Securities, and whether such Global Security or Securities shall be temporary
or permanent; and whether the Offered Debt Securities shall be issued in bearer
form (including Securities registrable as to principal only) with or without
interest coupons and the exchangeability of such Debt Securities for Debt
Securities in fully registered form; (18) if the Offered Debt Securities of any
series may be converted into or exchanged for any other securities, the terms
and conditions of such conversion or exchange; and (19) any other terms of the
Offered Debt Securities, which terms shall not be inconsistent with the
provisions of the Indenture.
The Debt Securities may be issued in registered form. Debt Securities of a
series may be issued in whole or in part in the form of one or more Global
Securities, as described below under "Global Securities". Unless otherwise
indicated in the Prospectus Supplement, the Debt Securities will be issued only
in fully registered form without coupons and in denominations and currencies as
established by a resolution of the Company's Board of Directors if other than
denominations of $1,000 or any integral multiple thereof. No service charge
will be made for any registration of transfer or exchange or redemption of the
Debt Securities, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
therewith. (Sections 3.2 and 3.5).
Debt Securities may be issued as Original Issue Discount Debt Securities
(bearing no interest or interest at a rate which at the time of issuance is
below market rates) to be sold at a substantial discount below their principal
amount. Special federal income tax and other considerations applicable thereto
will be described in the Prospectus Supplement relating thereto.
The terms of the Debt Securities and the Indenture do not afford holders of
the Debt Securities protection in the event of a highly leveraged transaction
involving the Company that may adversely affect holders of the Debt Securities.
GLOBAL SECURITIES
The Debt Securities of a series may be issued in whole or in part in the form
of one or more Global Securities that will be deposited with, or on behalf of,
a Depositary identified in the Prospectus Supplement relating to such series.
Global Securities may be issued in either temporary or permanent form. Except
as otherwise set forth below, unless and until it is exchanged for Securities
in definitive form, a Global Security may not be transferred except as a whole
by the Depositary for such Global Security to a nominee of such Depositary or
by a nominee of such Depositary to such Depositary or another nominee of such
Depositary or by such Depositary or any such nominee to a successor of such
Depositary or a nominee of such successor (Sections 3.1 and 3.11).
The specific terms of the depositary arrangement with respect to a series of
Debt Securities will be described in the Prospectus Supplement relating to such
series. The Company anticipates that the following provisions will apply to any
depositary arrangements.
Upon the issuance of a Global Security, the Depositary for such Global
Security or its nominee will credit the accounts of persons held with it with
the respective principal amounts of the Debt Securities
5
<PAGE>
represented by such Global Security. Such accounts shall be designated by the
underwriters or agents with respect to such Debt Securities or by the Company
if such Debt Securities are offered and sold directly by the Company. Ownership
of beneficial interests in a Global Security will be limited to persons that
have accounts with the Depositary for such Global Security or its nominee
("participants") or persons that may hold interests through participants.
Ownership of beneficial interests in such Global Security will be shown on, and
the transfer of that ownership will be effected only through, records
maintained by the Depositary for such Global Security or by participants or
persons that hold through participants. The laws of some states require that
certain purchasers of securities take physical delivery of such securities in
definitive form. Such limits and such laws may impair the ability to transfer
beneficial interests in a Global Security.
So long as the Depositary for a Global Security, or its nominee, is the owner
of such Global Security, such Depositary or such nominee, as the case may be,
will be considered the sole owner or holder of the Debt Securities represented
by such Global Security for all purposes under the Indenture governing such
Debt Securities. Unless otherwise specified in the Prospectus Supplement, and
except as set forth below, owners of beneficial interests in a Global Security
will not be entitled to have Debt Securities of the series represented by such
Global Security registered in their names, will not receive or be entitled to
receive physical delivery of Debt Securities of such series in definitive form
and will not be considered the owners or holders thereof under the Indenture
governing such Debt Securities.
Payments of principal of (and premium, if any) and interest, if any, on Debt
Securities registered in the name of or held by a Depositary or its nominee
will be made to the Depositary or its nominee, as the case may be, as the
registered owner or the holder of the Global Security representing such Debt
Securities. Neither the Company nor the Trustee for such Debt Securities will
have any responsibility or liability for any aspect of the records relating to
or payments made on account of beneficial ownership interests in a Global
Security for such Debt Securities or for maintaining, supervising or reviewing
any records relating to such beneficial ownership interests.
The Company expects that the Depositary for Debt Securities of a series, upon
receipt of any payment of principal (or premium, if any) or interest, if any,
in respect of a permanent Global Security, will credit immediately
participants' accounts with payments in amounts proportionate to their
respective beneficial interests in the principal amount of such Global Security
as shown on the records of such Depositary. The Company also expects that
payments by participants to owners of beneficial interests in such Global
Security held through such participants will be governed by standing
instructions and customary practices, as is now the case with the securities
held for the accounts of customers in bearer form or registered in "street
name," and will be the responsibility of such participants. Receipt by owners
of beneficial interests in a temporary Global Security of payments in respect
of such temporary Global Security may be subject to restrictions. Any such
restrictions will be described in the Prospectus Supplement relating thereto.
If a Depositary for Debt Securities of a series is at any time unwilling or
unable to continue as Depositary and a successor depositary is not appointed by
the Company, the Company will issue Debt Securities of such series in
definitive form in exchange for the Global Security or Debt Securities
representing Debt Securities of such series. In addition, the Company may at
any time and in its sole discretion determine not to have any Debt Securities
of a series represented by one or more Global Securities and, in such event,
will issue Debt Securities of such series in definitive form in exchange for
the Global Security or Debt Securities representing Debt Securities. Further,
if the Company so specified with respect to the Debt Securities of a series,
each Person specified by the Depositary of the Global Security representing
Debt Securities of such series may, on terms acceptable to the Company and the
Depositary for such Global Security, receive Debt Securities of such series in
definitive form. In any such instance, each Person so specified by the
Depositary of the Global Security will be entitled to physical delivery in
definitive form of Debt Securities of the series represented by such Global
Security equal in principal amount to such Person's beneficial interest in the
Global Security (Sections 3.1 and 3.11).
6
<PAGE>
DEFINITIONS
"Attributable Debt" with respect to any sale leaseback transaction that is
subject to the restrictions described under "Certain Covenants of the Company--
Limitation on Sale and Leaseback" below means the lesser of (i) the total net
amount of rent required to be paid during the remaining base term of the
related lease or until the earliest date on which the lessee may terminate such
lease upon payment of a penalty or a lump-sum termination payment (in which
case the total net rent shall include such penalty or termination payment),
discounted at the weighted average interest rate borne by the Outstanding
Securities (as defined in the Indenture) under the Indenture, compounded semi-
annually, or (ii) the sale price of the property so leased multiplied by a
fraction the numerator of which is the remaining base term of the related lease
(expressed in months) and the denominator of which is the base term of such
lease (expressed in months).
"Consolidated Net Tangible Assets" means the aggregate amount of assets (less
applicable reserves and other properly deductible items) after deducting
therefrom (a) all current liabilities and (b) all goodwill, tradenames,
trademarks, patents, unamortized debt discount and expense (to the extent
included in said aggregate amount of assets) and other like intangibles, all as
set forth on the most recent consolidated balance sheet of the Company and its
consolidated Subsidiaries and computed in accordance with generally accepted
accounting principles.
"Principal Property" means any single manufacturing or processing plant or
warehouse (excluding any equipment or personalty located therein) located in
the United States, other than any such plant or warehouse or portion thereof
that the Board of Directors reasonably determines is not of material importance
to the business conducted by the Company and its Subsidiaries as an entirety.
"Restricted Subsidiary" means any Subsidiary that owns, operates or leases
one or more Principal Properties.
"Subsidiary" means each corporation of which the Company, or the Company and
one or more Subsidiaries, or any one or more Subsidiaries, directly or
indirectly own securities entitling the holders thereof to elect a majority of
the directors, either at all times or so long as there is no default or
contingency that permits the holders of any other class or classes of
securities to vote for the election of one or more directors.
CERTAIN COVENANTS OF THE COMPANY
Limitation on Liens. Except as described below under "Exempted Indebtedness",
the Company covenants that it will not, nor will it permit any Restricted
Subsidiary to, create, assume or suffer to exist any mortgage, security
interest, pledge or lien ("Lien") of or upon any Principal Property or any
shares of capital stock or evidences of indebtedness for borrowed money issued
by any Restricted Subsidiary and owned by the Company or any Restricted
Subsidiary, without providing that the Debt Securities shall be secured equally
and ratably by such Lien with any and all other indebtedness or obligations
thereby secured, so long as such indebtedness or obligations shall be so
secured. This restriction does not apply to: (i) Liens that exist on the date
of the Indenture; (ii) Liens on property or shares of capital stock or
evidences of indebtedness of any corporation existing at the time such
corporation becomes a Subsidiary; (iii) Liens in favor of the Company or any
Subsidiary; (iv) Liens in favor of governmental bodies to secure progress,
advance or other payments pursuant to contract or statute or indebtedness
incurred to finance all or part of construction of or improvements to property
subject to such Liens; (v) Liens on (a) property, shares of capital stock or
evidences of indebtedness for borrowed money existing at the time of
acquisition thereof (including acquisition through merger or consolidation),
and construction and improvement Liens that are entered into within one year
from the date of such construction or improvement, provided that in the case of
construction or improvement the Lien shall not apply to any property
theretofore owned by the Company or any Restricted Subsidiary except
substantially unimproved real property on which the property so constructed or
the improvement is located and (b) for the acquisition of any Principal
Property which Liens are created within 180 days after the completion of such
acquisition to secure or provide for the payment of the purchase price of the
Principal
7
<PAGE>
Property acquired, provided that any such Liens do not extend to any other
property of the Company or any of its Subsidiaries (whether or not such
property is then owned or thereafter acquired); (vi) mechanics', landlords' and
similar Liens arising in the ordinary course of business in respect of
obligations not due or being contested in good faith; (vii) Liens for taxes,
assessments, or governmental charges or levies that are not delinquent or are
being contested in good faith; (viii) Liens arising from any legal proceedings
that are being contested in good faith; (ix) any Liens that (a) are incidental
to the ordinary conduct of its business or the ownership of its properties and
assets, including Liens incurred in connection with workmen's compensation,
unemployment insurance or other forms of governmental insurance or benefits, or
to secure performance of tenders, statutory obligations, leases and contracts,
(b) were not incurred in connection with the borrowing of money or the
obtaining of advances or credit and (c) do not in the aggregate materially
detract from the value of the property of the Company or any Subsidiary or
materially impair the use thereof in the operation of its business; (x) Liens
securing industrial development or pollution control bonds; and (xi) Liens for
the sole purpose of extending, renewing or replacing (or successively
extending, renewing or replacing) in whole or in part any of the foregoing.
(Section 10.7).
Limitation on Sale and Leaseback. Except as described below under "Exempted
Indebtedness", sale and leaseback transactions by the Company or any Restricted
Subsidiary (except for transactions involving temporary leases for a term of
three years or less) of any Principal Property are prohibited unless either:
(a) the Company or such Restricted Subsidiary would be entitled, pursuant to
the covenant described under Limitations on Liens above, to incur a Lien on the
Principal Property to be leased without equally and ratably securing the Debt
Securities or (b) the net proceeds of such sale are at least equal to the fair
value of the Principal Property sold and the Company will apply an amount equal
to the net proceeds of such sale to (A) the retirement of Debt Securities or
Funded Debt (as defined in the Indenture) of the Company or a Restricted
Subsidiary ranking prior to or on a parity with the Debt Securities or (B) the
acquisition, construction or improvement of a Principal Property within 120
days of the effective date of any such arrangement. (Section 10.8).
Exempted Indebtedness. Notwithstanding the limitations on Liens and sale and
leaseback transactions outlined above, the Company or any Restricted Subsidiary
may create, assume or suffer to exist Liens or enter into sale and leaseback
transactions not otherwise permitted as described above provided that at the
time of such event, and after giving effect thereto, the sum of outstanding
indebtedness for borrowed money incurred after the date of the Indenture and
secured by such Liens plus the Attributable Debt in respect of such sale and
leaseback transactions entered into after the date of the Indenture does not
exceed 10% of Consolidated Net Tangible Assets properly appearing on a
consolidated balance sheet of the Company. (Sections 1.1, 10.7(b) and 10.8(b)).
Merger and Consolidation. The Company covenants that it will not merge,
consolidate or convey, transfer or lease its properties and assets
substantially as an entirety and the Company will not permit any Person (as
defined in the Indenture) to consolidate with or merge into the Company unless,
among other things: (a) the successor Person is the Company or other
corporation organized and existing under the laws of the United States, any
state thereof or the District of Columbia that assumes the Company's
obligations on the Debt Securities and under the Indenture, (b) immediately
after giving effect to such transaction, the Company or the successor Person
would not be in default under the Indenture and (c) if, as a result of any such
consolidation or merger or such conveyance, transfer or lease, any Principal
Property of the Company would become subject to a lien that would not be
permitted by the Indenture, the Company or such successor Person takes such
steps as are necessary effectively to secure the Debt Securities equally and
ratably with (or, at the option of the Company, prior to) all indebtedness
secured thereby. (Section 8.1).
EVENTS OF DEFAULT
An Event of Default with respect to any series of Debt Securities is defined
in the Indenture as being: (a) default for 30 days in the payment of any
installment of interest on any Debt Securities of such series; (b) default in
the payment of any principal of (or premium, if any, on) any Debt Securities of
such series; (c)
8
<PAGE>
default in the deposit of any sinking fund payments, when and as due with
respect to such series; (d) default by the Company in the performance of any
other covenants or agreements in the Indenture contained therein for the
benefit of any Debt Securities of such series which shall not have been
remedied for a period of 60 days after written notice of such default to the
Company by the Trustee or to the Company and the Trustee by the holders of at
least 25% in aggregate principal amount of the Debt Securities of such series;
(e) certain events of bankruptcy, insolvency or reorganization of the Company;
or (f) any other event of default provided with respect to Debt Securities of
such series (as described in the Prospectus Supplement with respect to such
series of Debt Securities). (Section 5.1).
The Indenture provides that if an Event of Default shall have occurred and be
continuing, either the Trustee or the holders of not less than 25% in principal
amount of the Debt Securities of such series may declare the principal of all
the Debt Securities of such series, together with any accrued interest, to be
due and payable immediately. If an Event of Default under clause (e) above
shall have occurred and be continuing, then the principal of all the Debt
Securities of such series, together with any accrued interest, will be due and
payable immediately without any declaration or other act on the part of the
Trustee or any holder of Debt Securities of such series. Upon certain
conditions such declaration (including a declaration caused by a default in the
payment of principal or interest, the payment for which has subsequently been
provided) may be annulled by the holders of a majority in principal amount of
the Debt Securities of a series. In addition, past defaults may be waived by
the holders of a majority in principal amount of the Debt Securities of such
series, except a default in the payment of principal of (or premium, if any,
on) or interest on any Debt Securities of a series or in respect of a covenant
or provision of the Indenture which cannot be modified or amended without the
approval of the holder of each Debt Security of a series. (Sections 5.2 and
5.13).
The Indenture contains a provision entitling the Trustee, subject to the duty
of the Trustee during default to act with the required standard of care, to be
indemnified by the holders of Debt Securities issued thereunder before
proceeding to exercise any right or power under the Indenture at the request of
the holders of such Debt Securities. (Section 6.3). The Indenture also provides
that the holders of a majority in principal amount of the Outstanding
Securities of all series issued thereunder and affected (each series voting as
a separate class) may direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Debt Securities of such
series. (Section 5.12).
The Indenture contains a covenant that the Company will file annually with
the Trustee a certificate as to the absence of any default or specifying any
default that exists. (Section 10.9).
SATISFACTION AND DISCHARGE
The Indenture will cease to be of further effect (except as to, among other
things, surviving rights of registration of transfer or exchange of Debt
Securities, as expressly provided for in the Indenture) as to all Debt
Securities when: (i) either (a) all Debt Securities theretofore authenticated
and delivered (except, among other things, lost, stolen or destroyed Debt
Securities that have been replaced or paid) have been delivered to the Trustee
for cancellation or (b) with respect to all Debt Securities not theretofore
delivered to the Trustee for cancellation, the Company has deposited or caused
to be deposited with the Trustee funds or Government Obligations (as defined in
the Indenture), or any combination thereof, in an amount sufficient to pay and
discharge the entire indebtedness on the Debt Securities not theretofore
delivered to the Trustee for cancellation, for unpaid principal and interest to
maturity; (ii) the Company has paid all other sums payable by it under the
Indenture; (iii) the Company has delivered to the Trustee an officers'
certificate and an opinion of counsel each stating that all conditions
precedent under the Indenture to the satisfaction and discharge of the
Indenture have been complied with; and (iv) if the Debt Securities are not due
and payable within one year of the date of such deposit, the Company has
delivered to the Trustee an opinion of counsel to the effect that the holders
of the Debt Securities will not recognize income, gain or loss for federal
income tax purposes as a result of such deposit, defeasance and discharge and
will be subject to federal income tax on the same amount and in the same manner
and at the same times, as would have been the case if such deposit, defeasance
and discharge had not occurred. (Article IV).
9
<PAGE>
COVENANT DEFEASANCE
If the terms of the Debt Securities of any series so provide, the Company
need not comply with certain restrictive covenants of the Indenture (including
those described under "Certain Covenants of the Company" above) if: (i) the
Company deposits in trust with the Trustee money or Government Obligations (as
defined in the Indenture), which through the payment of interest thereon and
principal thereof in accordance with their terms, will provide money, in an
amount determined in accordance with the Indenture sufficient to pay all the
principal of (and premium, if any, on) and interest on the Debt Securities of
such series when due; (ii) such deposit will not result in a violation or
breach of the Indenture or any other agreement or instrument by which the
Company is bound; (iii) no Event of Default shall have occurred or be
continuing on the date of such deposit or, in the case of an Event of Default
by reason of bankruptcy, insolvency or reorganization of the Company, on the
91st day after such date; (iv) the Company delivers to the Trustee an Officers'
Certificate (as defined in the Indenture) and an Opinion of Counsel each
stating that all conditions precedent to defeasance have been satisfied; and
(v) the Company delivers to the Trustee an opinion of counsel to the effect
that the holders of the Debt Securities of such series will not recognize
income, gain or loss for federal income tax purposes as a result of such
deposit and defeasance and will be subject to federal income tax on the same
amount and in the same manner and at the same times, as would have been the
case if such deposit and defeasance had not occurred. (Section 10.11).
MODIFICATION AND WAIVER
Modifications and amendments of the Indenture may be made by the Company and
the Trustee with the consent of the holders of not less than a majority in
aggregate principal amount of the outstanding Debt Securities of each series
issued under the Indenture; provided, however, that no such modification or
amendment may, without the consent of the holder of each Debt Security, (i)
change the stated maturity of the principal of, or any installment of interest
on, any Debt Security or reduce the principal amount thereof or the rate of
interest thereon or any premium payable upon the redemption thereof, or change
the coin or currency in which any Debt Security or the interest thereon is
payable, or impair the right to institute suit for the enforcement of any such
payment after the stated maturity thereof; (ii) reduce the percentage in
principal amount of outstanding Debt Securities of a series necessary to waive
compliance with certain provisions of the Indenture or to waive certain
defaults or (iii) modify any of the provisions relating to supplemental
indentures requiring the consent of holders or relating to the waiver of past
defaults or relating to the waiver of certain covenants, except to increase the
percentage of outstanding Debt Securities of a series required for such actions
or to provide that certain other provisions of the Indenture cannot be modified
or waived without the consent of the holder of each Debt Security. (Section
9.2).
CONCERNING THE TRUSTEE
The Company maintains banking relationships in the ordinary course of its
business with Chemical Bank. Chemical Bank is a participating lender pursuant
to the Company's revolving credit facility. Chemical Bank also acts as the
trustee under the Indenture dated April 1, 1993 between the Company and
Chemical Bank relating to the Company's 5 7/8% Notes Due 1998, its 7% Notes Due
1999, its 6 3/4% Notes Due 2003 and its 8% Debentures Due 2023.
CERTAIN PENNSYLVANIA TAXES
Debt Securities held by or for certain persons, principally individuals and
partnerships resident in Pennsylvania, are subject to the Pennsylvania
Corporate Loans Tax, the annual rate of which is currently $4 per $1,000
principal amount of the debt, and this tax will be withheld by the Company from
interest paid to such persons. Persons resident in Pennsylvania holding Debt
Securities for the benefit of nonresidents should consult their tax advisors
regarding the applicability of the Pennsylvania Corporate Loans Tax.
As a result of the payment of the Corporate Loans Tax, the Debt Securities
will not be subject to any existing Pennsylvania (County) personal property
taxes.
10
<PAGE>
PLAN OF DISTRIBUTION
The Company may sell the Debt Securities (i) through underwriters or dealers;
(ii) through agents; (iii) directly to one or more institutional purchasers; or
(iv) through a combination of any such methods of sale. The Prospectus
Supplement with respect to the Debt Securities offered thereby will set forth
the terms of the offering of such Debt Securities, including the name or names
of any underwriters, dealers or agents, the purchase price of such Debt
Securities and the proceeds to the Company from such sale, any underwriting
discounts and other items constituting compensation to underwriters, dealers or
agents, any initial public offering price, any discounts or concessions allowed
or reallowed or paid by underwriters or dealers to other dealers and any
securities exchanges on which such Debt Securities may be listed. Only
underwriters so named in the Prospectus Supplement are deemed to be
underwriters in connection with the Debt Securities offered thereby.
If underwriters or dealers are used in the sale, the Debt Securities will be
acquired by the underwriters or dealers for their own account and may be resold
from time to time in one or more transactions, including negotiated
transactions, at a fixed public offering price or at varying prices determined
at the time of sale. The Debt Securities may be offered to the public either
through underwriting syndicates represented by one or more managing
underwriters or directly by one or more of such firms. Unless otherwise set
forth in the Prospectus Supplement, the obligations of the underwriters to
purchase such Debt Securities will be subject to certain conditions precedent,
and the underwriters will be obligated to purchase all of the Debt Securities
offered by the Prospectus Supplement relating to such series if any are
purchased. Any initial public offering and any discounts or concessions allowed
or reallowed or paid to dealers may be changed from time to time.
The Debt Securities may be sold directly by the Company or through agents
designated by the Company from time to time. Any agent involved in the offering
and sale of the Debt Securities in respect of which this Prospectus is
delivered will be named, and any commissions payable by the Company to such
agent (or the method by which such commissions can be determined) will be set
forth, in the Prospectus Supplement. Unless otherwise indicated in the
Prospectus Supplement, any such agent will be acting on a best efforts basis
for the period of its appointment.
If so indicated in the Prospectus Supplement, the Company will authorize
underwriters, dealers or other persons acting as the Company's agents to
solicit offers by certain specified institutions to purchase Debt Securities
from the Company at the public offering price set forth in the Prospectus
Supplement pursuant to contracts providing for payment and delivery on a
specified date in the future. Institutional investors to which such offers may
be made, when authorized, include commercial and savings banks, insurance
companies, pension funds, investment companies, educational and charitable
institutions and such other institutions as may be approved by the Company. The
obligations of any such purchasers pursuant to such delayed delivery and
payment arrangements will not be subject to any conditions except that such
purchase shall not at the time of delivery be prohibited under the laws of any
jurisdiction to which such purchaser is subject. The Prospectus Supplement will
set forth the commission payable for solicitation of such contracts. The
underwriters and other persons soliciting such contracts will have no
responsibility for the validity or performance of any such contracts.
Each underwriter, dealer and agent participating in the distribution of any
Debt Securities that are issuable as Bearer Securities will agree that it will
not offer, sell or deliver, directly or indirectly, Bearer Securities in the
United States or to United States persons (other than qualifying financial
institutions) in connection with the original issuance of such Debt Securities.
Underwriters, dealers and agents may be entitled under agreements entered
into with the Company to indemnification by the Company against certain civil
liabilities, including liabilities under the Securities Act, or to contribution
by the Company with respect to payments they may be required to make in respect
thereof. Underwriters, dealers and agents may be customers of, engage in
transactions with, or perform services for the Company in the ordinary course
of business.
11
<PAGE>
Each series of Debt Securities will be a new issue of securities with no
established trading market. In the event that Debt Securities of a series
offered hereunder are not listed on a national securities exchange, certain
broker-dealers may make a market in the Debt Securities, but will not be
obligated to do so and may discontinue any market making at any time without
notice. No assurance can be given that any broker-dealer will make a market in
the Debt Securities of any series or as to the liquidity of the trading market
for the Debt Securities.
LEGAL MATTERS
The validity of the Debt Securities 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
any underwriter or agent by Cleary, Gottlieb, Steen & Hamilton, New York, New
York. Cleary, Gottlieb, Steen & Hamilton 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 .02% of the Company's Common Stock.
EXPERTS
The financial statements incorporated in this Prospectus by reference to the
Annual Report on Form 10-K for the year ended December 31, 1993, have been so
incorporated in reliance on the report of Price Waterhouse LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.
12
<PAGE>
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 ACCOMPANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITA-
TION 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.
----------------
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
----
<S> <C>
PROSPECTUS SUPPLEMENT
Use of Proceeds............................................................ S-2
Description of Notes....................................................... S-2
Underwriting............................................................... S-3
<CAPTION>
PROSPECTUS
<S> <C>
Available Information...................................................... 2
Incorporation of Certain Documents by Reference............................ 2
The Company................................................................ 3
Use of Proceeds............................................................ 3
Ratio of Earnings to Fixed Charges......................................... 3
Description of Debt Securities............................................. 4
Plan of Distribution....................................................... 11
Legal Matters.............................................................. 12
Experts.................................................................... 12
</TABLE>
$300,000,000
[LOGO OF CROWN CORK & SEAL APPEARSA HERE]
CROWN CORK & SEAL
COMPANY, INC.
8 3/8% NOTES DUE 2005
SALOMON BROTHERS INC
CS FIRST BOSTON
J.P. MORGAN SECURITIES INC.
PROSPECTUS SUPPLEMENT
DATED JANUARY 18, 1995
