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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Crown Cork & Seal Company, Inc.
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(Name of Issuer)
4.5% Convertible Prefered Stock, par value $41.8875
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(Title of Class of Securities)
228255-303
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(CUSIP Number)
c/o Richard D. Scribner, Salomon Brothers Inc
Seven World Trade Center, New York, New York 10048
(212) 783-7400
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 6, 1996
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(Date of Event with Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule
13G to report the acquisition which is the subject of this
Schedule 13D, and is filing this schedule because of Rule 13d-
1(b)(3) or (4), check the following box. ( )
Check the following box if a fee is being paid with the
statement. ( X ) (A fee is not required only if the reporting
person: (1) has a previous statement on file reporting
beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment
subsequent thereto reporting beneficial ownership of five percent
or less of such class.) (See Rule 13D-7.)
Note: Six copies of this statement, including all exhibits,
should be filed with the Commission. See Rule 13d-1(a) for other<PAGE>
parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a
reporting person's initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment
containing information which would alter disclosures provided in
a prior cover page.
The information required on the remainder of this cover page
shall not be deemed to be "filed" for the purpose of Section 18
of the Securities Exchange Act of 1934 ("Act") or otherwise
subject to the liabilities of that section of the Act but shall
be subject to all other provisions of the Act (however, see the
Notes).<PAGE>
SCHEDULE 13D
CUSIP No. 228255303 Page 2 of 12
Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers International Limited
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
- ---------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ X ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
England
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES --------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 497,550 shares
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
497,550 shares
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
497,550 shares
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.0%
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14 TYPE OF REPORTING PERSON*
CO, BD
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION. <PAGE>
SCHEDULE 13D
CUSIP No. 228255303 Page 3 of 12
Pages
- ---------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Salomon Brothers Holding Company Inc
13-3082695
- ---------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ X ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC, OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ X ]
- ---------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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NUMBER OF 7 SOLE VOTING POWER
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 616,751 shares
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
616,751 shares
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
616,751 shares
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
- ---------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
CO, HC
- ---------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE
ATTESTATION. <PAGE>
Salomon Brothers Holding Company Inc ("SBHC") and
Salomon Brothers International Limited ("SBIL") hereby amend
their joint Statement on Schedule 13D dated April 23, 1996
relating to the 4.5% Convertible Preferred Stock, par value
$41.8875 (the "Preferred Stock"), of Crown Cork & Seal Company,
Inc., a Pennsylvania corporation (the "Issuer") such Statement
on Schedule 13D, the "Schedule 13D"), as set forth below. All
terms defined in the Schedule 13D have the same meanings in this
Amendment.
Item 5. Interest in Securities of the Issuer.
(a-b) The Following paragraphs are hereby inserted
after the third paragraph.
At 4:00 p.m., Eastern Daylight Savings Time, on
May 6, 1996, SBI owned 119,201 shares of Preferred Stock and
SBIL owned 497,550 shares of Preferred Stock. In its Current
Report on Form 8-K dated March 1, 1996, the Issuer indicated that
12,432,622 shares of Preferred Stock were issued and outstanding
as of February 26, 1996. Based on such information, the 119,201
shares owned by SBI represent in the aggregate less than 1% of
the Preferred Stock outstanding, the 497,550 shares owned by SBIL
represent in the aggregate approximately 4.00% of the Preferred
Stock outstanding and the 616,751 shares indirectly beneficially
owned by SBHC represent in the aggregate approximately 4.96% of
the Preferred Stock outstanding.
By reason of their relationship, Salomon Inc and SBHC
may be deemed to share voting and dispositive power with respect
to Preferred Stock owned by SBI, and Salomon Inc, SBHC, SIL, SIF
and Salomon Europe may be deemed to share voting and dispositive
power with respect to Preferred Stock owned by SBIL.
Except as described above, neither SBHC nor SBIL nor,
to the best knowledge of SBIL or SBHC, any of Salomon Inc, SIL,
SIF, Salomon Europe or the persons listed in Annexes A, B, C, D,
E or F hereto beneficially owned any Preferred Stock at 4:00
p.m., Eastern Daylight Savings Time, on May 6, 1996.
As of April 29, 1996, SBIL ceased to be the beneficial
owner of more than five percent of the outstanding shares of
Preferred Stock. As of May 6, 1996, SBHC ceased to be the
beneficial owner of more than five percent of the outstanding
shares of Preferred Stock.
(c) The following paragraphs are hereby inserted
after the second paragraph:
The dates, numbers of shares and prices per share
for all purchases and sales of Preferred Stock by SBIL
after 4:00 p.m., Eastern Daylight Savings Time, on April 22,
1996 and prior to 4:00 p.m., Eastern Daylight Savings Time, on
May 6, 1996 are shown on Annex H hereto, which is incorporated
herein by reference. All such purchases and sales of Preferred
Stock were effected on the New York Stock Exchange. No such
purchases and sales of Preferred Stock were made by SBI after
4:00 p.m., Eastern Daylight Savings Time, on April 22, 1996
and prior to 4:00 p.m., Eastern Daylight Savings Time, on
May 6, 1996.
Except as described above, neither SBHC nor SBIL nor,
to the best knowledge of SBIL or SBHC, any of Salomon Inc, SIL,
SIF, Salomon Europe or the persons listed on Annexes A, B, C, D,
E or F hereto made any purchases or sales of Preferred Stock from
December 17, 1995 through 4:00 p.m., Eastern Daylight Savings
Time, on April 22, 1996.
<PAGE>
ANNEXES
A. Executive Officers and Directors of Salomon Brothers
International Limited.
C. Executive Officers and Directors of Salomon International
Limited.
H. Description of purchases and sales of Preferred Stock by
Salomon Brothers International after 4:00 p.m., Eastern
Daylight Savings Time, on April 22, 1996 through 4:00
P.M., Eastern Daylight Savings Time, on May 6, 1996.<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: May 6, 1996
SALOMON BROTHERS INTERNATIONAL
LIMITED
By /s/ Ian Pellow
----------------------------
Name: Ian Pellow
Title: Secretary<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my
knowledge and belief, I certify that the information set forth in
this statement is true, complete and correct.
Dated: May 6, 1996
SALOMON BROTHERS HOLDING COMPANY
INC
By /s/ Andrew Constan
------------------------------
Name: Andrew Constan
Title: Managing Director<PAGE>
May 6, 1996
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS INTERNATIONAL LIMITED
Principal Occupation
Name and Title and Business Address
-------------- --------------------
Richard Carbone Chief Financial Officer and
Chief Financial Officer Managing Director
Salomon Brothers
International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Charles Senff McVeigh (1) Chairman and Managing
Director
Chairman Salomon Brothers
International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Peter James Middleton Chief Executive Officer and
Chief Executive Officer Managing Director
Director Salomon Brothers
International Limited
Chief Executive Officer
Salomon Brothers Europe
Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Ian Pellow Company Secretary
Company Secretary Salomon Brothers
International Limited
Salomon Brothers Europe
Limited
Salomon International
Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Except as footnoted below, each of the individuals listed above
is a citizen of the United Kingdom.
______________________
(1) Citizen of the United States of America<PAGE>
May 6, 1996
ANNEX C
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON INTERNATIONAL LIMITED
Principal Occupation
Name and Title and Business Address
-------------- --------------------
Charles Senff McVeigh (1) Chairman and Managing
Director
Director Salomon Brothers
International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Peter James Middleton Chief Executive Officer and
Director Managing Director
Salomon Brothers
International Limited
Chief Executive Officer
Salomon Brothers Europe
Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Roger Peter Paisted General Manager
Director Phibro GmbH/London Branch
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Ian Pellow Company Secretary
Company Secretary Salomon Brothers
International Limited
Salomon Brothers Europe
Limited
Salomon International
Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
Arnold S. Olshin (1) Secretary
Assistant Secretary Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert Austin Vice President
Vice President Salomon International
Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB
England
Geoffrey Pennells Vice President
Vice President Salomon International
Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB
England
Except as footnoted below, each of the individuals listed above
is a citizen of the United Kingdom.
______________________
(1) Citizen of the United States of America<PAGE>
ANNEX G
Part I
Set forth below are the purchases and sales of
Preferred Stock by SBIL from 4:00 p.m., Eastern Daylight
Savings Time, on April 22, 1996 through 4:00 p.m., Eastern
Daylight Savings Time, on May 6, 1996. ("P" means purchase,
and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
April 29, 1996 27,000(S) US$45.75
April 30, 1996 5,000(S) US$45.75
May 1, 1996 200(S) US$46.00
May 2, 1996 50,000(S) US$44.875
May 3, 1996 40,000(S) US$44.75
May 6, 1996 17,000(S) US$43.2794
All purchases and sales of Preferred Stock made
by SBIL were effected on the New York Stock Exchange.
