<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
Crown Cork & Seal Crown Cork & Seal
Finance PLC Company, Inc.
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
England & Wales Not applicable Pennsylvania 23-1526444
--------------- -------------- ------------ ----------
(State of (IRS Employer (State of (IRS Employer
incorporation Identification No.) incorporation Identification
or organization) or organization) No.)
Downsview, Wantage, 9300 Ashton Road,
------------------- -----------------
Oxon UK OX12 9BL Philadelphia, PA 19136
----------------- -----------------------
(Address of principal (Address of principal
executive offices) (Zip Code) executive offices) (Zip Code)
If this form relates to the registration of a class of debt securities
and is effective upon filing pursuant to General Instruction A(c)(1) please
check the following box. [X]
If this form relates to the registration of a class of debt securities
and is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
Securities to be registered Securities to be registered
pursuant to Section 12(b) pursuant to Section 12(b)
of the Act: of the Act:
<TABLE>
<CAPTION>
Title of each class to be Name of each exchange on which each Title of each class Name of each exchange on which
so registered class is to be registered to be so registered each class is to be registered
------------- ------------------------- ---------------- ------------------------------
<S> <C> <C> <C>
6 3/4 % Notes Due 2003 New York Stock Exchange, Inc. Guarantees of 6 3/4 % Notes
Due 2003 New York Stock Exchange, Inc.
7 % Notes Due 2006 New York Stock Exchange, Inc. Guarantees of 7 % Notes
due 2006 New York Stock Exchange, Inc.
</TABLE>
Securities to be registered pursuant Securities to be registered pursuant
to Section 12(g) of the Act. to Section 12(g) of the Act:
None None
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Page 1 of 4
<PAGE>
Item 1. Description of Registrant's Securities to be Registered.
A description of Crown Cork & Seal Finance PLC's ("Crown UK") 6 3/4 % Notes
Due 2003 and 7 % Notes Due 2006 (collectively, the "Notes") and Crown Cork &
Seal Company, Inc.'s ("Crown" and, together with Crown UK, the "Registrants")
irrevocable and unconditional guarantees of the Notes is set forth under the
caption "Description of Debt Securities and Guarantees" in both the Prospectus
and the Prospectus Supplement constituting a part of the Registrants'
Registration Statement on Form S-3 (No. 333-16869), as amended, and under the
same headings the Registrants' Prospectus and Prospectus Supplement filed
pursuant to 424(b)(l), which description is hereby incorporated herein by
reference.
Item 2. Exhibits
Exhibit Number Description of Exhibit
- -------------- ----------------------
3.1 Memorandum and Articles of Association of Crown
Cork & Seal Finance PLC.
4.1 Form of Indenture, including a form of Note, among the
Registrants, Crown Cork & Seal Finance S.A., a societe
anonyme organized under the laws of the Republic of France
and the Bank of New York, a New York banking corporation,
as trustee (previously filed as Exhibit 4.1 to the
Registrants' Current Report on Form 8-K, dated December 17,
1996, and hereby incorporated herein by reference).
4.2 Form of Bearer Security Depositary Agreement among the
Registrants and The Bank of New York, a New York banking
corporation, as Bearer Security Depositary (previously
filed as Exhibit 6.2 to the Registrants' Registration
Statement on Form S-3 (No. 333-16869), as amended, and
hereby incorporated by reference herein).
Page 2 of 4
<PAGE>
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
CROWN CORK & SEAL FINANCE PLC
By: /s/ Alan W. Rutherford
---------------------------------------
Alan W. Rutherford
Managing Director
CROWN CORK & SEAL COMPANY, INC.
By: /s/ Alan W. Rutherford
--------------------------------------
Alan W. Rutherford
Executive Vice President and
Chief Financial Officer
DATE: December 13, 1996
Page 3 of 4
<PAGE>
EXHIBITS INDEX
Exhibit Number Description
- -------------- -----------
3.1 Memorandum and Articles of Association
of Crown Cork & Seal Finance PLC.
Page 4 of 4
<PAGE>
EXHIBIT 3.1
Company Number: 3232909
The Companies Acts 1985 to 1989
PUBLIC COMPANY LIMITED BY SHARES
- --------------------------------------------------------------------------------
MEMORANDUM
AND ARTICLES
OF ASSOCIATION
Crown Cork and Seal Finance PLC
Incorporated on 2 August 1996
- --------------------------------------------------------------------------------
Jordans Limited
Company Formation and Information Specialists
Legal Stationers and Publishers
Head Office Telephone 0117 923 0600 Fax 0117 923 0063
<PAGE>
THE COMPANIES ACTS 1985 TO 1989
PUBLIC COMPANY LIMITED BY SHARES
MEMORANDUM OF ASSOCIATION OF
Crown Cork and Seal Finance PLC
1. The Company's name is "Crown Cork and Seal Finance PLC".
2. The Company is to be a public company.
3. The Company's registered office is to be situated in England and Wales.
4. The Company's objects are:
(a) (i) To carry on all or any of the businesses of general merchants
and traders, cash and credit traders, manufacturers' agents and representatives,
insurance brokers and consultants, estate and advertising agents, mortgage
brokers, financial agents, advisers, managers and administrators, hire purchase
and general financiers, retailers, wholesalers, buyers, sellers, distributors
and shippers of, and dealers in all products, goods, wares, merchandise and
produce of every description, to participate in, undertake, perform and carry on
all kinds of commercial, industrial, trading and financial operations and
enterprises; to carry on all or any of the businesses of marketing and business
consultants, advertising agents and contractors, general storekeepers,
warehousemen, discount traders, mail order specialists, railway, shipping and
forwarding agents, shippers, traders, capitalists and financiers either on the
Company's own account or otherwise, printers and publishers; haulage and
transport contractors, garage proprietors, operators, hirers and letters on hire
of, and dealers in motor and other vehicles, craft, plant, machinery, tools and
equipment of all kinds; and to purchase or otherwise acquire and take over any
businesses or undertakings which may be deemed expedient, or to become
interested in, and to carry on or dispose of, remove or put an end to the same
or otherwise deal with any such businesses or undertakings as may be thought
desirable.
(ii) To carry on the business of an investment company in all its
branches, and to acquire by purchase, lease, concession, grant, license or
otherwise such businesses, options, rights, privileges, lands, buildings,
leases, underleases, stocks, shares, debentures, debenture stock, bonds,
obligations, securities, reversionary interests, annuities, policies of
assurance and other property and rights and interests in property as the Company
shall deem fit and generally to hold, manage, develop, lease, sell or dispose
of the same and to vary any of the investments of the Company, to act as
trustees of any deeds constituting or securing any debentures, debenture stock
or other securities or obligations.
<PAGE>
(iii) To carry on any other trade or business whatever which can in
the opinion of the Board of Directors be advantageously carried on in connection
with or ancillary to any of the businesses of the Company.
(b) To purchase or by any other means acquire and take options over any
property whatever, and any rights or privileges of any kind over or in respect
of any property.
(c) To apply for, register, purchase, or by other means acquire and
protect, prolong and renew, whether in the United Kingdom or elsewhere any
patents, patent rights, brevets d'invention, licences, secret processes, trade
marks, designs, protections and concessions and to disclaim, alter, modify, use
and turn to account and to manufacture under or grant licences or privileges in
respect of the same, and to expend money in experimenting upon, testing and
improving any patents, inventions or rights which the Company may acquire or
propose to acquire.
(d) To acquire or undertake the whole or any part of the business,
goodwill, and assets of any person, firm, or company carrying on or proposing to
carry on any of the businesses which the Company is authorised to carry on and
as part of the consideration for such acquisition to undertake all or any of the
liabilities of such person, firm or company, or to acquire an interest in,
amalgamate with, or enter into partnership or into any arrangement for sharing
profits, or for co-operation, or for mutual assistance with any such person,
firm or company, or for subsidising or otherwise assisting any such person, firm
or company, and to give or accept, by way of consideration for any of the acts
or things aforesaid or property acquired, any shares, debentures, debenture
stock or securities that may be agreed upon, and to hold and retain, or sell,
mortgage and deal with any shares, debentures, debenture stock or securities so
received.
(e) To improve, manage, construct, repair, develop, exchange, let on lease
or otherwise, mortgage, charge, sell, dispose of, turn to account, grant
licences, options, rights and privileges in respect of, or otherwise deal with
all or any part of the property and rights of the Company.
(f) To invest and deal with the moneys of the Company not immediately
required in such manner as may from time to time be determined and to hold or
otherwise deal with any investments made.
(g) To lend and advance money or give credit on any terms and with or
without security to any person, firm or company (including without prejudice to
the generality of the foregoing any holding company, subsidiary or fellow
subsidiary of, or any other company associated in any way with, the Company), to
enter into guarantees, contracts of indemnity and suretyships of all kinds, to
receive money on deposit or loan upon any terms, and to secure or guarantee in
any manner and upon any terms the payment of any sum of money or the performance
of any obligation by any person, firm or company (including without prejudice to
the generality of the foregoing any such holding company, subsidiary, fellow
subsidiary or associated company as aforesaid).
<PAGE>
(h) To borrow and raise money in any manner and to secure the repayment of
any money borrowed, raised or owing by mortgage, charge, standard security, lien
or other security upon the whole or any part of the Company's property or assets
(whether present or future), including its uncalled capital, and also by a
similar mortgage, charge, standard security, lien or security to secure and
guarantee the performance by the Company of any obligation or liability it may
undertake or which may become binding on it.
(i) To draw, make, accept, endorse, discount, negotiate, execute and
issue cheques, bills of exchange, promissory notes, bills of lading, warrants,
debentures, and other negotiable or transferable instruments.
(j) To apply for, promote, and obtain any Act of Parliament, order, or
licence of the Department of Trade or other authority for enabling the Company
to carry any of its objects into effect, or for affecting any modification of
the Company's constitution, or for any other purpose which may seem calculated
directly or indirectly to promote the Company's interests, and to oppose any
proceedings or applications which may seem calculated directly or indirectly to
prejudice the Company's interests.
(k) To enter into any arrangements with any government or authority
(supreme, municipal, local, or otherwise) that may seem conducive to the
attainment of the Company's objects or any of them, and to obtain from any such
government or authority any charters, decrees, rights, privileges or concessions
which the Company may think desirable and to carry out, exercise, and comply
with any such charters, decrees, rights, privileges, and concessions.
(l) To subscribe for, take, purchase, or otherwise acquire, hold, sell,
deal with and dispose of, place and underwrite shares, stocks, debentures,
debenture stocks, bonds, obligations or securities issued or guaranteed by any
other company constituted or carrying on business in any part of the work, and
debentures, debenture stocks, bonds, obligations or securities issued or
guaranteed by any government or authority, municipal, local or otherwise, in any
part of the world.
(m) To control, manage, finance, subsidise, co-ordinate or otherwise
assist any company or companies in which the Company has a direct or indirect
financial interest, to provide secretarial, administrative, technical,
commercial and other services and facilities of all kinds for any such company
or companies and to make payments by way of subvention or otherwise and any
other arrangements which may seem desirable with respect to any business or
operations of or generally with respect to any such company or companies.
(n) To promote any other company for the purpose of acquiring the whole or
any part of the business or property or undertaking or any of the liabilities of
the Company, or of undertaking any business or operations which may appear
likely to assist or benefit the Company or to enhance the value of any property
or business of the Company, and to place or guarantee the placing of,
underwrite, subscribe for, or otherwise acquire all or any part of the shares or
securities of any such company as aforesaid.
<PAGE>
(o) To sell or otherwise dispose of the whole or any part of the business
or property of the Company, either together or in portions, for such
consideration as the Company may think fit, and in particular for shares,
debentures, or securities of any company purchasing the same.
(p) To act as agents or brokers and as trustees for any person, firm or
company, and to undertake and perform sub-contracts.
(q) To remunerate any person, firm or company rendering services to the
Company either by cash payment or by the allotment to him or them of shares or
other securities of the Company credited as paid up in full or in part or
otherwise as may be thought expedient.
(r) To distribute among the Members of the Company in kind any property of
the Company of whatever nature.
(s) To pay all or any expenses incurred in connection with the promotion,
formation and incorporation of the Company, or to contract with any person, firm
or company to pay the same, and to pay commissions to brokers and others for
underwriting, placing, selling, or guaranteeing the subscription of any shares
or other securities of the Company.
(t) To support and subscribe to any charitable or public object and to
support and subscribe to any institution, society, or club which may be for the
benefit of the Company or its Directors or employees, or may be connected with
any town or place where the Company carries on business; to give or award
pensions, annuities, gratuities, and superannuation or other allowances or
benefits or charitable aid and generally to provide advantages, facilities and
services for any persons who are or have been Directors of, or who are or have
been employed by, or who are serving or have served the Company, or any company
which is a subsidiary of the Company or the holding company of the Company or a
fellow subsidiary of the Company or the predecessors in business of the Company
or of any such subsidiary, holding or fellow subsidiary company and to the
wives, widows, children and other relatives and dependants of such persons; to
make payments towards insurance including insurance for any Director, officer or
Auditor against any liability as is referred to in Section 310(1) of the Act;
and to set up, establish, support and maintain superannuation and other funds or
schemes (whether contributory or non-contributory)for the benefit of any of such
persons and of their wives, widows, children and other relatives and dependants;
and to set up, establish, support and maintain profit sharing or share purchase
schemes for the benefit of any of the employees of the Company or of any such
subsidiary, holding or fellow subsidiary company and to lend money to any such
employees or to trustees on their behalf to enable any such purchase schemes to
be established or maintained.
(u) If and only to the extent permitted by the Act, to give, whether
directly or indirectly, and kind of financial assistance (as defined in
Section 152(1)(a) of the Act) for any such purpose as is specified in
Section 151(1) and/or Section 151(2) of the Act.
<PAGE>
(v) To procure the Company to be registered or recognized in any part of
the world.
(w) To do all or any of the things or matters aforesaid in any part of the
world and either as principals, agents, contractors or otherwise, and by or
through agents, brokers, sub-contractors or otherwise and either alone or in
conjunction with others.
(x) To do all such other things as may be deemed incidental or conducive
to the attainment of the Company's objects or any of them.
AND so that:
(1) None of the objects set forth in any sub-clause of this Clause
shall be restrictively construed but the widest interpretation shall be given to
each such object, and none of such objects shall, except where the context
expressly so requires, be in any way limited or restricted by reference to or
inference from any other object or objects set forth in such sub-clause, or by
reference to or inference from the terms of any other sub-clause of this Clause,
or by reference to or inference from the name of the Company.
(2) None of the sub-clauses of this Clause and none of the objects
therein specified shall be deemed subsidiary or ancillary to any of the objects
specified in any other such sub-clause, and the Company shall have as full a
power to exercise each and every one of the objects specified in each sub-clause
of this Clause as though each such sub-clause contained the objects of a
separate Company.
(3) The word "company" in this Clause, except where used in
reference to the Company, shall be deemed to include any partnership or other
body of persons, whether incorporated or unincorporated and whether domiciled in
the United kingdom or elsewhere.
(4) In this Clause the expression "the Act" means the Companies Act
1985, but so that any reference in this Clause to any provision of the Act shall
be deemed to include a reference to any statutory modification or re-enactment
of that provision for the time being in force.
5. The liability of the Members is limited.
6. The Company's share capital is E100,000 divided into 100,000 shares of E1
each.
<PAGE>
WE, the subscribers to this Memorandum of Association, wish to be formed into a
Company pursuant to this Memorandum; and we agree to take the number of shares
shown opposite our respective names.
- --------------------------------------------------------------------------------
Names and addresses of Subscribers Number of shares taken
by each Subscriber
- --------------------------------------------------------------------------------
1. For and on behalf of - One
Instant Companies Limited
1 Mitchell Lane
Bristol BS1 6BU
2. For and on behalf of - One
Swift Incorporations Limited
1 Mitchell Lane
Bristol BS1 6BU
---------------------------
Total shares taken - Two
- --------------------------------------------------------------------------------
Dated 25 July 1996
Witness to the above Signatures: Mark Anderson
1 Mitchell Lane
Bristol BS1 6BU
<PAGE>
THE COMPANIES ACTS 1985 to 1989
PUBLIC COMPANY LIMITED BY SHARES
ARTICLES OF ASSOCIATION OF
Crown Cork and Seal Finance PLC
PRELIMINARY
1. (a) The Regulations contained in Table A in the Schedule to the
Companies (Tables A to F) Regulations 1985 (SI 1985 No. 805) as amended by the
Companies (Tables A to F) (Amendment) Regulations 1985 (SI 1985 No. 1052) (such
Table being hereinafter called "Table A") shall apply to the Company save in so
far as they are excluded or varied hereby and such Regulations (save as so
excluded or varied) and the Articles hereinafter contained shall be the
regulations of the Company.
(b) In these Articles the expression "the Act" means the Companies Act
1985, but so that any reference in these Articles to any provision of the Act
shall be deemed to include a reference to any statutory modification or
re-enactment of that provision for the time being in force.
ALLOTMENT OF SHARES
2. (a) Shares which are comprised in the authorised but unissued share
capital of the Company shall be under the control of the Directors who may
(subject to Sections 80 and 89 of the Act and to paragraphs (b) and (c) below)
allot, grant options over or otherwise dispose of the same, to such persons, on
such terms and in such manner as they think fit.
(b) The Directors are generally and unconditionally authorized for the
purposes of Section 80 of the Act, to exercise any power of the Company to allot
and grant rights to subscribe for or convert securities into shares of the
Company up to the amount of the authorised share capital with which the Company
is incorporated at any time or times during the period of five years from the
date of incorporation and the Directors may, after that period, allot any shares
or grant any such rights under this authority in pursuance of an offer or
agreement so to do made by the Company within that period. The authority hereby
given may at
<PAGE>
any time (subject to the said Section 80) be renewed, revoked or varied by
Ordinary Resolution of the Company in General Meeting.
(c) The Directors are empowered to allot and grant rights to subscribe for
or convert securities into shares of the Company pursuant to the authority
conferred under paragraph (b) above as if Section 89(1) of the Act did not
apply. This power shall enable the Directors so to allot and grant rights to
subscribe for or convert securities into shares of the Company after its expiry
in pursuance of an offer or agreement so to do made by the Company before its
expiry.
(d) Save as authorised by the Act, the Company shall not give, whether
directly or indirectly, any financial assistance (as defined in Section
152(1)(a) of the Act) for any such purpose as is specified in Section 151 of the
Act.
(e) Save as permitted by Section 101(2) of the Act, no shares of the
Company shall be allotted except as paid up at least as to one quarter of their
nominal value and the whole of any premium.
SHARES
3. The liability of any Member in default in respect of a call shall be
increased by the addition at the end of the first sentence of Clause 18 in Table
A of the words "and all expenses that may have been incurred by the Company by
reason of such non-payment".
GENERAL MEETINGS AND RESOLUTIONS
4. Every notice convening a General Meeting shall comply with the provisions
of Section 372(3) of the Act as to giving information to Members in regard to
their right to appoint proxies; and notices of and other communications relating
to any General Meeting which any Member is entitled to receive shall be sent to
the Directors and to the Auditors for the time being of the Company.
5. (a) If a quorum is not present within half an hour from the time appointed
for a General Meeting the General Meeting shall stand adjourned to the same day
in the next week at the same time and place or to such other day and at such
other time and place as the Directors may determine; and if at the adjourned
General Meeting a quorum is not present within half an hour from the time
appointed therefor such adjourned General Meeting shall be dissolved.
(b) Clause 41 in Table A shall not apply to the Company.
APPOINTMENT OF DIRECTORS
6. (a) Clause 64 in Table A shall not apply to the Company.
(b) The maximum number and minimum number respectively of the Directors
may be determined from time to time by Ordinary Resolution in General Meeting of
the Company. Subject to and in default of any such determination there shall be
no maximum number of Directors and the minimum number of Directors shall be two.
<PAGE>
GRATUITIES AND PENSIONS
9. (a) The Directors may exercise the powers of the Company conferred by
Clause 4(t) of the Memorandum of Association of the Company and shall be
entitled to retain any benefits received by them or any of them by reason of the
exercise of any such powers.
(b) Clause 87 in Table A shall not apply to the Company.
PROCEEDINGS OF DIRECTORS
10. (a) A Director may vote, at any meeting of the Directors or of any
committee of the Directors, on any resolution, notwithstanding that it in any
way concerns or relates to a matter in which he has, directly or indirectly, any
kind or interest whatsoever, and if he shall vote on any such resolution as
aforesaid his vote shall be counted; and in relation to any such resolution as
aforesaid he shall (whether or not he shall vote on the same) be taken into
account in calculating the quorum present at the meeting.
(b) Clauses 94 to 97 (inclusive) in Table A shall not apply to the
Company.
THE SEAL
11. (a) If the Company has a seal it shall only be used with the authority of
the Directors or of a committee of Directors. The Directors may determine who
shall sign any instrument to which the seal is affixed and unless otherwise so
determined it shall be signed by a Director and by the Secretary or second
Director. The obligation under Clause 6 in Table A relating to the sealing of
share certificates shall apply only if the Company has a seal. Clause 101 in
Table A shall not apply to the Company.
(b) The Company may exercise the powers conferred by Section 39 of the Act
with regard to having an official seal for use abroad, and such powers shall be
vested in the Directors.
INDEMNITY
12. (a) Every Director or other officer of the Company shall be indemnified
out of the assets of the Company against all losses or liabilities which he may
sustain or incur in or about the execution of the duties of his office or
otherwise in relation thereto, including any liability incurred by him in
defending any proceedings, whether civil or criminal, or in connection with any
application under Section 144 or Section 727 of the Act in which relief is
granted to him by the Court, and no Director or other officer shall be liable
for any loss, damage or misfortune which may happen to or be incurred by the
Company in the execution of the duties of his office or in relation thereto. But
this Article shall only have effect in so far as its provisions are not avoided
by Section 310 of the Act.
<PAGE>
(c) The Directors shall not be required to retire by rotation and Clauses
73 to 80 (inclusive) in Table A shall not apply to the Company.
(d) No person shall be appointed a Director at any General Meeting unless
either:
(i) he is recommended by the Directors; or
(ii) not less than fourteen nor more than thirty-five clear days
before the date appointed for the General Meeting, notice executed by a Member
qualified to vote at the General Meeting has been given to the Company of the
intention to propose that person for appointment, together with notice executed
by that person of his willingness to be appointed.
(e) Subject to paragraph (d) above, the Company may by Ordinary Resolution
in General Meeting appoint any person who is willing to act to be a Director,
either to fill a vacancy or as an additional Director.
(f) The Directors may appoint a person who is willing to act to be a
Director, either to fill a vacancy or as an additional Director, provided that
the appointment does not cause the number of Directors to exceed any number
determined in accordance with paragraph (b) above as the maximum number of
Directors and for the time being in force.
BORROWING POWERS
7. The Directors may exercise all the powers of the Company to borrow money
without limit as to amount and upon such terms and in such manner as they think
fit, and subject (in the case of any security convertible into shares) to
Section 80 of the Act to grant any mortgage, charge or standard security over
its undertaking, property and uncalled capital, or any part thereof, and to
issue debentures, debenture stock, and other securities whether outright or as
security for any debt, liability or obligation of the Company or of any third
party.
ALTERNATE DIRECTORS
8. (a) An alternate Director shall not be entitled as such to receive any
remuneration from the Company, save that he may be paid by the Company such part
(if any) of the remuneration otherwise payable to his appointor as such
appointor may by notice in writing to the Company from time to time direct, and
the first sentence of Clause 66 in Table A shall be modified accordingly.
(b) A Director, or any such other person as is mentioned in Clause 65 in
Table A, may act as an alternate Director to represent more than one Director,
and an alternate Director shall be entitled at any meeting of the Directors or
of any committee of the Directors to one vote for every Director whom he
represents in addition to his own vote (if any) as a Director, but he shall
count as only one for the purpose of determining whether a quorum is present.
<PAGE>
(b) The Directors shall have power to purchase and maintain for any
Director, officer or Auditor of the Company insurance against any such liability
as is referred to in Section 310(1) of the Act.
(c) Clause 118 in Table A shall not apply to the Company.
