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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ______________)*
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
------------------------------------------
(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)
February 22, 1996
------------------------------------------
(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 73
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 ]
- ---------------------------------------------------------------------------
3 SEC USE ONLY
- ---------------------------------------------------------------------------
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 636,750 shares
--------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
--------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
636,750 shares
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,951 shares
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- ---------------------------------------------------------------------------
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 73
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
- ---------------------------------------------------------------------------
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
- ---------------------------------------------------------------------------
NUMBER OF 7 SOLE VOTING POWER
SHARES -------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 755,951 shares
-------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
-------------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
755,951 shares
- ---------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
755,951 shares
- ---------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES* [ ]
- ---------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
- ---------------------------------------------------------------------------
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>
Item 1. Security and Issuer.
The title of the class of equity securities to which
this statement relates is the 4.5% Convertible Preferred Stock,
par value $41.8875 (the "Preferred Stock"), of Crown Cork & Seal
Company, Inc., a Pennsylvania corporation (the "Issuer"), which
Preferred Stock became registered under the Securities Exchange
Act on February 22, 1996. The principal executive offices of the
Issuer are located at 9300 Ashton Road, Philadelphia,
Pennsylvania 19136.
Item 2. Identity and Background.
(a-c, f) This statement on Schedule 13D is being filed
jointly by Salomon Brothers Holding Company Inc ("SBHC"), a
corporation organized under the laws of the State of Delaware,
and Salomon Brothers International Limited ("SBIL"), a
corporation incorporated under the laws of England. Each of SBHC
and SBIL hereby agrees that this statement is being filed on
behalf of each of them.
SBIL is a wholly-owned subsidiary of Salomon Brothers
Europe Limited ("Salomon Europe"), a corporation incorporated
under the laws of England. Salomon International Limited
("SIL"), a corporation organized under the laws of Delaware, owns
75% of the common stock of Salomon Europe, and Salomon
(International) Finance AG ("SIF"), a Swiss corporation with
limited liability, owns the remaining 25% of the common stock, as
well as 100% of the preferred stock, of Salomon Europe. SIL and
SIF are both wholly-owned subsidiaries of SBHC, which is in turn
a wholly-owned subsidiary of Salomon Inc, a corporation organized
under the laws of the State of Delaware. The principal executive
offices of each of SBIL, Salomon Europe and SIL are located, and
principal business activities conducted, at Victoria Plaza, 111
Buckingham Palace Road, London SW1W OSB England. The principal
executive office of SIF is located, and principal business
activities conducted, at Grafanauweg 6, 6304 Zug, Switzerland.
The principal executive offices of each of SBHC and Salomon Inc
are located, and principal business activities conducted, at
Seven World Trade Center, New York, New York 10048.
SBIL is a UK investment firm whose principal business
is the general brokerage, dealer and investment banking business.
The principal business of Salomon Europe is the ownership of all
the outstanding shares of common stock of SBIL. The principal
business of SIL is the ownership of 75% of the outstanding shares
of common stock of Salomon Europe. The principal business of SIF
is serving as a service unit accommodating the liquidity needs of
its affiliates. The principal business of SBHC, in addition to
the ownership of all the outstanding shares of SIL and SIF, is
the ownership of all the outstanding shares of common stock of
Salomon Brothers Inc ("SBI"), a Delaware corporation and a
registered broker-dealer that succeeded to the business of
Salomon Brothers, a New York limited partnership, on October 1,
1981. The principal business of Salomon Inc is the ownership of
all the outstanding shares of common stock of SBHC and Phibro
Energy USA Inc. (which owns four oil refineries in Texas and
London and other asset-based businesses) and the conduct of
commodities trading (concentrating on crude oil and energy
derivatives) through its Phibro Energy Division.
The names, citizenship, business addresses and
principal occupations or employments of each of the executive
officers and directors of SBIL are set forth in Annex A hereto,
which is incorporated herein by reference. The names,
citizenship, business addresses and principal occupations or
employments of each of the executive officers and directors of
Salomon Europe are set forth in Annex B hereto, which is
incorporated herein by reference. The names, citizenship,
business addresses and principal occupations or employments of
each of the executive officers and directors of SIL are set forth
in Annex C hereto, which is incorporated herein by reference. The
names, citizenship, business addresses and principal occupations
or employments of each of the executive officers and directors of
SIF are set forth in Annex D hereto, which is incorporated herein
by reference. The names, citizenship, business addresses and
principal occupations or employments of each of the executive
officers and directors of SBHC are set forth in Annex E hereto,
which is incorporated herein by reference. The names,
citizenship, business addresses and principal occupations or
employments of each of the executive officers and directors of
Salomon Inc are set forth in Annex F hereto, which is
incorporated herein by reference.
(d-e) On May 20, 1992, SBI and Salomon Inc (together
"Salomon") consented, without admitting or denying any of the
allegations of the concurrently filed complaint, to the entry of
a Final Judgment of Permanent Injunction and Other Relief (the
"Final Judgment") in settlement of an action arising out of
alleged misconduct in auctions of U.S. Treasury securities and
government securities trading, brought by the Securities and
Exchange Commission (the "SEC") in the United States District
Court of the Southern District of New York, entitled Securities
and Exchange Commission v. Salomon Inc and Salomon Brothers Inc
(92 Civ. 3691 and Securities and Exchange Act Release No. 30721
(May 20, 1992)) (the "Treasury Matter"). Among other things, the
Final Judgment enjoins Salomon from violations of Section 17(a)
of the Securities Act of 1933 (the "1933 Act"), Section 10(b),
15(c)(1) and 17(a) of the 1934 Act and Rules 10b-5, 15c1-2, 17a-3
and 17a-4 promulgated thereunder. Pursuant to the settlement,
Salomon was required to pay a total amount of $290,000,000, with
$100,000,000 going to a fund for the payment of private claims
for compensatory damages arising out of the U.S. Treasury auction
and related matters and $190,000,000 to the United States in
payment of civil penalties under the Securities Enforcement
Remedies and Penny Stock Reform Act of 1990 and a forfeiture of
assets to and settlement of claims with the Department of Justice
against SBI. On the same day, in other related actions solely
involving SBI, the SEC instituted and settled an administrative
proceeding relating to a failure to supervise the persons
responsible for the alleged misconduct, the Federal Reserve Bank
of New York announced the continuation of SBI's primary dealer
designation but a cessation of its trading activity until August
3, 1992, and the Department of Treasury announced that SBI would
be permitted to resume bidding for customers on August 3, 1992,
having restricted SBI to purchasing securities for its own
account in U.S. Treasury auctions since August 18, 1991.
In January and February 1993, SBI, without admitting or
denying any allegations, entered into consent agreements and, in
some states, consent orders with 41 state securities regulators
in settlement of certain claims in respect of SBI's state broker-
dealer registrations arising out of SBI's activities described in
the Treasury Matter. Pursuant to the settlement with the states,
SBI agreed, among other things, to (i) comply with those
provisions of the order issued by the SEC in the Treasury Matter
that imposed remedial sanctions with respect to alleged
violations of securities laws by former personnel of SBI in
auctions for United States Treasury Securities during 1990 and
1991; (ii) pay $50,000 to each state participant in the
settlement as reimbursement for costs of investigation related to
the Treasury Matter; and (iii) with respect to some states,
contribute $2,000,000 to a multi-state investor protection trust
fund to be created for the purpose of providing funds for
projects promoting the cause of investor protection.
Other than as aforesaid, during the last five years
neither SBIL nor SBHC, nor, to the best knowledge of SBIL and
SBHC, Salomon Europe, SIL, SIF, Salomon Inc or any of the persons
listed in Annexes A, B, C, D, E and F hereto, has been convicted
in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or was a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction as a result of
which SBIL, SBHC, Salomon Europe, SIL, SIF, Salomon Inc or any of
such persons was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or
finding any violation with respect to such laws.
Item 3. Source and Amount of Funds or Other Consideration.
Pursuant to an Exchange Offer Agreement dated May 22,
1995 between the Issuer and Compagnie Generale d'Industrie et de
Participations, the principal shareholder of Carnaud Metalbox
("Carnaud"), the Issuer acquired control of Carnaud by making an
Offer to Exchange or Purchase (the "Exchange Offer") shares of
Carnaud. Pursuant to the Exchange Offer, each share of Carnaud
validly tendered could be exchanged for (1) FF 225 in cash or (2)
1.086 Units of the Issuer, each Unit consisting of (x) .75 shares
of common stock of the Issuer and (y) .25 shares of Preferred
Stock of the Issuer.
In a series of transactions entered into by SBIL with
two counterparties from November 29, 1995 through January 15,
1996, SBIL obtained the right (the "Options") to acquire shares
of Carnaud stock at French francs 225 per share, which shares of
Carnaud stock were exchangeable pursuant to the Exchange Offer
for, among other things, up to 610,301 shares of Preferred Stock.
The aggregate premiums for the Options paid by SBIL to its
counterparties was approximately French francs 4,875,878. Copies
of the Options are attached hereto as Exhibits 1 and 2 and
incorporated by reference herein.
Simultaneously with entering into the Options, SBIL
entered into transactions with SBI granting SBI identical rights
to those granted to SBIL pursuant to the Options for identical
premiums. On January 31, 1996, SBI exercised its rights with
SBIL, and SBIL exercised the Options with its counterparties, as
a result of which SBI became entitled to receive, among other
things, an aggregate of 610,301 shares of Preferred Stock when
issued by the Issuer pursuant to the Exchange Offer. The amount
of funds used by SBIL to exercise the Options, and by SBI to
exercise its rights with SBIL, was approximately French francs
505,773,650. SBIL received the funds used for payment upon its
exercise from the payment received from SBI upon its exercise of
its rights. SBI's funds came from its working capital, which in
the normal course includes the proceeds from day loans and demand
loans entered into in the ordinary course of business with
numerous banks. Such demand loans are secured virtually entirely
by securities owned by SBI.
On February 1, 1996, SBIL tendered a portion of the
shares of stock of Carnaud owned by it pursuant to the Exchange
Offer and elected to receive Units in exchange that included
777,750 shares of Preferred Stock. On February 15, 1996, the
Issuer announced the results of the Exchange Offer and that the
exchange would take place on February 26, 1996. The final
settlement date on which the exchange occurred and the Preferred
Stock was issued was February 26, 1996. The effective cost to
SBIL for acquiring the shares of Carnaud it submitted in the
Exchange Offer exchanged for 777,750 shares of Preferred Stock is
estimated to have been approximately French francs 157,611,623.
These funds came from SBIL's working capital, which in the normal
course includes the proceeds from day loans and demand loans
entered into in the ordinary course of business with numerous
banks. Such demand loans are secured virtually entirely by
securities owned by SBIL.
Item 4. Purpose of Transaction.
The Preferred Stock to which this Statement relates was
acquired by SBI and SBIL in the ordinary course of its business
in connection with its investment and arbitrage activities.
SBI and SBIL at any time or from time to time may (i)
acquire, or agree to acquire, or acquire put or call options
relating to, additional shares of Preferred Stock or other
securities of the Issuer, (ii) sell, or agree to sell, or sell
put or call options relating to, some or all of such shares of
Preferred Stock or other securities of the Issuer, in each such
case in the open market, in negotiated transactions, or
otherwise, (iii) convert Preferred Stock owned by SBI or SBIL,
respectively, into shares of common stock of the Issuer, (iv)
make or receive proposals and enter into negotiations with
respect to such transactions and/or (iv) surrender such shares of
Preferred Stock or such other securities of the Issuer owned by
SBI or SBIL, respectively, in connection with any merger, tender
offer or other acquisition transaction involving the Issuer.
SBI's and SBIL's decisions in such regard will be based upon the
prevailing price of the Preferred Stock or other such securities
in the open market and/or in any negotiated transactions, the
value of any consideration being offered in any merger, tender
offer or other acquisition transaction involving the securities
of the Issuer, tax considerations and any other relevant factors.
Item 5. Interest in Securities of the Issuer.
(a-b) At 4:00 p.m., Eastern Daylight Savings Time, on
April 22, 1996, SBI owned 119,201 shares of Preferred Stock and
SBIL owned 636,750 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 636,750 shares owned by SBIL
represent in the aggregate approximately 5.12% of the Preferred
Stock outstanding and the 755,951 shares indirectly beneficially
owned by SBHC represent in the aggregate approximately 6.1% 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 April 22, 1996.
(c) The dates, numbers of shares and prices per share
for all purchases and sales of Preferred Stock from December 17,
1995 through 4:00 p.m., Eastern Daylight Savings Time, on April
22, 1996 are shown on Annex G hereto, which is incorporated
herein by reference. Except as otherwise noted on Annex G, all
such purchases and sales of Preferred Stock made by SBI and SBIL
before February 28, 1996 were made on a when, as and if issued
basis in the over-the-counter market. All such purchases and
sales of Preferred Stock made by SBI and SBIL on or after
February 28, 1996 were effected on the New York Stock Exchange.
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.
(d-e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer.
Neither SBHC nor SBIL nor, to the best knowledge of
SBHC or SBIL, any of Salomon Inc, SIL, SIF, Salomon Europe or the
persons listed on Annexes A, B, C, D, E or F hereto have any
contracts, arrangements, understandings or relationships (legal
or otherwise) with any person with respect to any securities of
the Issuer.
Item 7. Material to Be Filed as Exhibits.
Exhibit 1. Agreements dated November 29, 1995
between Silverton International Fund
Ltd. and SBIL.
Exhibit 2. Agreements dated December 15, 1995,
December 29, 1995, January 4, 1996,
January 11, 1996 and January 15, 1996
between Nomura Option International plc
and SBIL. <PAGE>
ANNEXES
A. Executive Officers and Directors of Salomon Brothers
International Limited.
B. Executive Officers and Directors of Salomon Brothers Europe
Limited.
C. Executive Officers and Directors of Salomon International
Limited.
D. Executive Officers and Directors of Salomon Brothers
(International) Finance AG.
E. Executive Officers and Directors of Salomon Brothers Holding
Company Inc.
F. Executive Officers and Directors of Salomon Inc.
G. Description of purchases and sales of Preferred Stock by
Salomon Brothers Inc and Salomon Brothers International
Limited from December 17, 1995 through 4:00 p.m., Eastern
Daylight Savings Time, on April 22, 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: April 23, 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: April 23, 1996
SALOMON BROTHERS HOLDING COMPANY
INC
By /s/ Andrew Constan
------------------------------
Name: Andrew Constan
Title: Managing Director<PAGE>
April 23, 1996
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS INTERNATIONAL LIMITED
Principal Occupation
Name and Title and Business Address
-------------- --------------------
Naguib Kheraj 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>
April 23, 1996
ANNEX B
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS EUROPE 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
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
Saul Malcolm Rosen (1) Managing Director
Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
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>
April 23, 1996
ANNEX C
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON INTERNATIONAL LIMITED
Principal Occupation
Name and Title and Business Address
-------------- --------------------
Naguib Kheraj Chief Financial Officer and
Director Managing Director
Salomon Brothers
International Limited
Victoria Plaza
111 Buckingham Palace Road
London SW1W OSB England
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>
April 23, 1996
ANNEX D
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS (INTERNATIONAL) FINANCE AG
Principal Occupation
Name and Title and Business Address
-------------- --------------------
Dr. Alfred Andermatt Chairman and Director
Chairman and Director Rachtsanwalt Dr. A.
Andermatt
Gottardstrasse 18
63 Zug/Switzerland
Vital Meyer Vice Chairman and Director
Vice Chairman and Director Goldauerstrasse 7
6422 Steinen/Switerland
Jerome H. Bailey Chief Financial Officer;
Director Managing Director
Salomon Inc
Seven World Trade Center
New York, New York 10048<PAGE>
April 23, 1996
ANNEX E
EXECUTIVE OFFICERS AND DIRECTORS OF
SALOMON BROTHERS HOLDING COMPANY INC
Principal Occupation
Name and Title and Business Address
-------------- --------------------
Jerome H. Bailey(1) Chief Financial Officer and
Chief Financial Officer and Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Rodney B. Berens(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Thomas W. Brock(1) Chairman and Chief Executive
Officer
Managing Director Salomon Brothers Asset
Management Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(3) Director, Chairman and
Managing Director Chief Executive Officer
Salomon Inc
Seven World Trade Center
New York, New York 10048
Eric C. Fast(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Bruce C. Hackett(1) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
John L. Haseltine(1)(2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Toshiharu Kajima(1) (4) Chief Executive Officer
Managing Director Salomon Brothers Asia
Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
Thomas W. Jasper Treasurer and Managing
Treasurer and Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(1)(2)(3)(5) Chairman and Chief Executive
Chairman and Chief Executive Officer
Officer Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Kenneth K. Marshall(1) Chief Administrative Officer
Chief Administrative Officer and Managing Director
and Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Eduardo G. Mestre(1) (2) Managing Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Peter J. Middleton(1) (5) Chief Executive Officer
Managing Director Salomon Brothers
International Limited
Victoria Plaza
111 Buckingham Palace Road
London, SW1B 0SB
England
Robert H. Mundheim(1) Secretary and Managing
Secretary and Director
Managing Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Shigeru Myojin(1) (2) (4) Vice Chairman and Managing
Vice Chairman and Director
Managing Director Salomon Brothers Inc
Salomon Brothers Asia Limited
Akasaka Park Building
2-20, Akasaka 5-chome
Minatu-Ku, Tokyo 107 Japan
The officers and directors of Salomon Brothers Holding
Company Inc ("SBHC") are the same as those for Salomon Brothers
Inc.
Citizenship
Except as footnoted below, each of the individuals listed
above is a citizen of the United States.
______________________
(1) Member of the Management Board
(2) Member of the Operating Committee
(3) Member of the Board of Directors
(4) Citizen of Japan
(5) Citizen of Great Britain<PAGE>
April 23, 1996
ANNEX F
EXECUTIVE OFFICERS AND DIRECTORS
OF SALOMON INC
Principal Occupation
Name and Title and Business Address
-------------- --------------------
Dwayne O. Andreas Chairman of the Board and
Director Chief Executive
Archer Daniels Midland Company
Box 1470
Decatur, Illinois 62525
Jerome H. Bailey Chief Financial Officer
Chief Financial Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Chief Financial Officer and
Managing Director
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Warren E. Buffett(1) Chairman and Chief Executive
Director Officer
Berkshire Hathaway Inc.
1440 Kiewit Plaza
Omaha, Nebraska 68131
Richard J. Carbone Controller
Controller Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert E. Denham(1) Director, Chairman and Chief
Director, Chairman and Chief Executive Officer
Executive Officer Salomon Inc
Seven World Trade Center
New York, New York 10048
Dr. Claire M. Fagin Leadership Professor
Director School of Nursing
University of Pennsylvania
Philadelphia, Pennsylvania
19104
John L. Haseltine Managing Director
Director Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Gedale B. Horowitz Senior Executive Director
Director and Executive Salomon Brothers Holding
Vice President Company Inc
Salomon Brothers Inc<PAGE>
Seven World Trade Center
New York, New York 10048
Thomas W. Jasper Treasurer
Treasurer Salomon Inc
Seven World Trade Center
New York, New York 10048
Treasurer and Managing Director
Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
Deryck C. Maughan(2) Chairman and Chief Executive
Director and Executive Officer
Vice President Salomon Brothers Holding
Company Inc
Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
David O. Maxwell Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
William F. May(1) Chairman and Chief
Director Executive Officer
Statue of Liberty-Ellis
Island Foundation, Inc.
c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Robert H. Mundheim Executive Vice President and
Executive Vice President and General Counsel
General Counsel Salomon Inc
Seven World Trade Center
New York, New York 10048
Charles T. Munger Vice Chairman
Director Berkshire Hathaway Inc.
355 So. Grand Avenue
Los Angeles, California 90071
Shigeru Myojin(3) Vice Chairman
Director Salomon Brothers Inc
Victoria Plaza
111 Buckingham Palace Rd.
London, SW1W OSB, England
Louis A. Simpson(1) Director, President and
Director Chief Executive Officer,
Capital Operations
GEICO Corporation
One Geico Plaza
5260 Western Avenue
Washington, D.C. 20076-0001
Robert G. Zeller(1) Retired
Director c/o Salomon Inc
Seven World Trade Center
New York, New York 10048
Citizenship
Except as footnoted below, each of the individuals listed above
is a citizen of the United States.
(1) Member of the Executive Committee
(2) Citizen of Great Britain
(3) Citizen of Japan<PAGE>
ANNEX G
Part I
Set forth below are the purchases and sales of
Preferred Stock by SBI from December 17, 1995 through 4:00 p.m.,
Eastern Daylight Time on April 22, 1996. ("P" means purchase,
and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
January 31, 1996 569,576(P) FF 207.182*
January 31, 1996 40,725(P) FF 207.182*
January 31, 1996 162,500(S) US$40.50
February 1, 1996 25,000(S) US$40.50
February 8, 1996 30,000(S) US$41.625
February 9, 1996 35,000(S) US$41.75
February 13, 1996 75,000(S) US$43.198
February 13, 1996 25,000(S) US$42.375
February 13, 1996 30,000(S) US$43.25
February 28, 1996 1,500(S) US$47.625
February 28, 1996 81,000(S) US$47.50
February 28, 1996 15,400(S) US$47.375
March 4, 1996 25,000(S) US$48.25
April 10, 1996 7,500(P) US$43.50
April 10, 1996 6,800(P) US$44.00
___________________
* Acquired pursuant to exercise of the Options. See Item 3.
Except as otherwise noted, all purchases and sales of
Preferred Stock made by SBI before February 28, 1996 were made on
a when, as and if issued basis in the over-the-counter market.
All such purchases and sales of Preferred Stock made by SBI on or
after February 28, 1996 were effected on the New York Stock
Exchange.
Part II
Set forth below are the purchases and sales of
Preferred Stock by SBIL from December 17, 1995 through 4:00 p.m.,
Eastern Daylight Time on April 22, 1996. ("P" means purchase,
and "S" means sale.)
Date Number of Shares Price Per Share
---- ---------------- ---------------
January 26, 1996 60,000(S) US$40.00
January 30, 1996 163,500(S) US$40.125
January 31, 1996 162,500(P) US$40.50
February 15, 1996 777,750(P) *
March 25, 1996 2,500(S) US$48.018
March 26, 1996 13,400(S) US$47.187
March 27, 1996 3,000(S) US$48.00
April 3, 1996 30,000(S) US$47.125
April 8, 1996 4,500(S) US$46.3556
April 16, 1996 20,000(S) US$43.375
April 18, 1996 4,500(S) US$44.0139
April 18, 1996 1,000(S) US$44.00
April 22, 1996 1,100(S) US$45.875
___________________
* Acquired pursuant to the Exchange Offer. See Item 3.
Except as otherwise noted, all purchases and sales of
Preferred Stock made by SBIL before February 28, 1996 were made
on a when, as and if issued basis in the over-the-counter market.
All such purchases and sales of Preferred Stock made by SBIL on
or after February 28, 1996 were effected on the New York Stock
Exchange.
Silverton International Fund Ltd ((d,5;4))
Attn. Jonathan Wayman
129 Front Street
Hamilton HM12
Bermuda
TRANSACTION
Dear Sir,
The purpose of this letter agreement (this
"Confirmation") is to set forth the terms and conditions of the
Transaction entered into between Silverton International Fund Ltd
("Counterparty") and Salomon Brothers International Limited
("Salomon") on the Trade Date specified below (the
"Transaction").
The definitions and provisions contained in the 1994
ISDA Equity Option Definitions (as published by the International
Swaps & Derivatives Association, Inc.) (the "Definitions") are
incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.
Each party is hereby advised, and each such party
acknowledges, that the other party has engaged in (or refrained
from engaging in) substantial financial transactions and has
taken other material actions in reliance upon the parties' entry
into the Transaction to which this Confirmation relates on the
terms and conditions set forth below.
This Confirmation will be governed by and construed in
accordance with the laws of England.
The terms of the Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: November 29 1995
Option Style: American
Option Type: Call
Seller: Counterparty
Buyer: Salomon
Shares: Carnaud Metalbox ("CMB")
Number of Options: 60,000
Option Entitlement: One Share per Option
Multiple Exercise: Applicable
Minimum Number of Options: One
Maximum Number of Options: The total amount of unexercised
options
Integral Multiple: One
Strike Price: FRF 225
Premium: FRF 180,000
(Premium per Option FRF 3)
Premium Payment Date: December 1 1995
Seller Business Day: London
Exchange: The Paris Bourse
Clearance System: To be announced on or before the
Expiration Date
Procedure for Exercise:
Commencement Date: December 1 1995
Latest Exercise Time: 12:00 noon local time in New York
Expiration Time: 12:00 noon local time in New York
Expiration Date: January 31 1996
Automatic Exercise: Applicable
Seller's Telephone or Facsimile
Number and Contact: Telephone: 44171 247-4500
Details for the purpose of
Giving Notice: Facsimile: 44171 247-4504
Reference Price: The official closing price per
Share on the Exchange on the
Valuation Date.
Valuation Date: The Exercise Date unless there is
a Market Disruption Event on that
day. If there is a Market
Disruption Event on that day,
then the Valuation Date shall be
the first succeeding Exchange
Business Day on which there is no
Market Disruption Event, unless
there is a Market Disruption
Event on each of the five
Exchange Business Days
immediately following the
original date that, but for the
Market Disruption Event, would
have been the Valuation Date, in
which case, (i) that fifth
Exchange Business Day shall be
deemed to be the Valuation Date,
notwithstanding the Market
Disruption Event, and (ii) the
Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of
the Valuation Time on that fifth
Exchange Business Day.
Market Disruption Event: The occurrence or existence at
any time on the Exercise Date of
any suspension of or limitation
in trading in the Shares or in
listed options on the Shares (by
reason of movements in price
exceeding limits permitted by the
relevant exchange or otherwise),
if, in the determination of the
Calculation Agent, such
suspension or limitation is
material.
The Calculation Agent shall as
soon as reasonably practicable
under the circumstances notify
the other party of the existence
or occurrence of a Market
Disruption Event on any day that
but for the occurrence or
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable
Failure to Deliver: Applicable
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Adjustments for Merger
Events: Following each Merger Event
(i) if the consideration of the
Shares in the Merger Event
consists of (A) Shares, (B) cash,
(C) any securities or assets
other than Shares or (D) any
combination of (A), (B) and (C),
as of the date of the Merger
Event each Option will be
exercisable in accordance with
the terms of the Transaction for
the consideration to which a
holder of a Number of Shares (at
the time of the Merger Event)
would be entitled; and
(ii) if the consideration for the
Shares in the Merger Event, at
the election of the holder of
Shares, consists of (A), (B), (C)
or (D), each Option will be
exercisable in accordance with
the terms of the Transaction, at
the election of the Buyer (to be
made at the time of exercise so
long as such election is made at
or prior to the last time a
holder of Shares may elect for
consideration), either for (x)
the number of shares or (y) such
other consideration to which a
holder of the Number of Shares
(at the time of the Merger Event)
would be entitled.
Merger Events: (i) any reclassification or
change of the Shares (other than
a change in par value, if any, as
a result of a subdivision or
combination),
(ii) any consolidation,
amalgamation or merger of the
Issuer with or into another
corporation (other than a
consolidation, amalgamation or
merger in which the Issuer is the
continuing corporation and which
does not result in any such
reclassification or change of
Shares) or
(iii) any other takeover offer
for the Shares that leads to a
transfer of all the Shares on or
before the Expiration Date, in
each case, as of the date upon
which all holders become bound to
transfer the Shares held by them.
Nationalisation or
Insolvency: Repurchase
Calculation Agent: Salomon. Whenever the
Calculation Agent is required to
act, it will do so in good faith,
and its determinations and
calculations will be binding in
the absence of manifest error.
Special Provisions: For the purposes of this
Confirmation, the definition of
"Failure to Deliver; Default
Interest" in section 8.7 of the
Definitions is hereby amended by
adding the following at the end
thereof:
(d) And the parties further agree
that any failure to deliver shall
be subject to and governed by the
rules of the Exchange which may
amongst other matters, permit the
non-defaulting party to buy in
the shares that the defaulting
party has failed to deliver.
Default:
(1) The occurrence at any time with
respect to a party of any of the
following events constitutes an
event of default ("Event of
Default") with respect to such
party (the "Defaulting Party"):
(a) the Defaulting Party fails
to make, when due, any payment or
delivery required to be made by
it under this Confirmation or
under any other transaction
between the Non-Defaulting Party
and the Defaulting Party within
five Seller Business Days (or
such shorter grace period
provided in such other
transaction) of notice of such
failure being given to the
Defaulting Party; or
(b) any obligation(s) of the
Defaulting Party in respect of
(i) any indebtedness for borrowed
money, (ii) any foreign currency,
security or commodity
transaction, any interest rate,
foreign currency, equity or index
swap transaction or other similar
transaction, or (iii) any
guarantee or indemnity, given by
the Defaulting Party, becomes due
and payable prior to the original
due date of such obligation(s) by
reason of any default or is
otherwise not made when due (in
either case, after the lapse of
any applicable grace period), if
the (aggregate) amount of such
obligation(s) equals or exceeds
the lesser of (x) $100,000,000
and (y) 3% of the Defaulting
Party's stockholders' equity; or
(c) the Defaulting Party (i)
becomes insolvent, (ii) makes a
general arrangement or
composition with or for the
benefit of its creditors, (iii)
institutes or has instituted
against it any voluntary or
involuntary proceeding seeking
relief under any insolvency or
other law affecting creditors'
rights and such proceeding (A)
results in a judgement of
insolvency or a winding-up order
or the entry of an order for
relief or (B) is not discharged,
stayed or restrained in each case
within 30 days of the institution
thereof, (iv) seeks or becomes
subject to the appointment of an
administrator, liquidator,
receiver, trustee or other
similar official for it or for
all or substantially all of its
assets, (v) causes or is subject
to any event with respect to it
which, under the applicable laws
of any jurisdiction, has an
effect analogous to any of the
events specified in clauses (i)
to (iv) (inclusive), or (vi)
takes any action in furtherance
of or indicating its consent to
any of the foregoing acts (any of
the events or actions specified
in clauses (i) to (iv) a
"Bankruptcy Event").
(2) If an Event of Default has
occurred and is then continuing
in respect of the Defaulting
Party, the other party (the "Non-
Defaulting Party") may, by notice
to the Defaulting Party,
terminate the Transaction
evidenced by this Confirmation
and may terminate any other
transaction between the Non-
Defaulting Party and the
Defaulting Party (each, an "Other
Transaction") on the date
specified in such notice (the
"Early Termination Date"). Upon
the effectiveness of such notice
the obligations of the parties to
make any further payments on the
Settlement Date will cease, but
without prejudice to the other
provisions of this Confirmation.
(3) On the Early Termination Date the
Non-Defaulting Party will, in a
commercially reasonable manner,
determine its replacement cost,
or, if such replacement cost is
not ascertainable, its net loss
(such replacement cost or net
loss, the "Replacement Value") in
U.S. Dollars as a result of the
early termination of this
Transaction and each Other
Transaction that has been
terminated pursuant to clause (2)
above or clause (6) below. The
Replacement Value of any Other
Transaction shall be determined
in accordance with the
documentation applicable thereto,
or, if no such documentation
exists or if the relevant
documentation does not provide
for the determination of damages
upon insolvency or default, the
Replacement Value of such Other
Transaction shall be determined
as provided herein. In
determining Replacement Value,
(a) losses and costs to the Non-
Defaulting Party shall be
expressed as positive numbers,
and gains to the Non-Defaulting
Party shall be expressed as
negative numbers,
(b) the Non-Defaulting Party may
convert any amount to U.S.
Dollars and
(c) the Non-Defaulting Party may
take into consideration any (i)
loss of bargain (including the
cost of replacing the relevant
position), (ii) cost of funding,
(iii) loss or cost associated
with unwinding or reestablishing
a hedge or related trading
position and (iv) amounts due and
payable by either party prior to
the Early Termination Date.
The Non-Defaulting Party will
provide to the Defaulting Party,
as soon as reasonably practicable
following the Early Termination
Date, a statement showing in
reasonable detail (i) each
Replacement Value calculated
hereunder, and (ii) the sum of
all such Replacement Values (such
sum, the "Early Termination
Amount").
(4) The Non-Defaulting Party may
treat security for any
transaction between the
Defaulting Party and the Non-
Defaulting Party as security for
all such transactions, including
any Other Transactions.
(5) The Defaulting Party will pay the
Early Termination Amount to the
Non-Defaulting Party or the Non-
Defaulting Party will pay the
Early Termination Amount to the
Defaulting Party as the case may
be on the first New York Banking
Day after the Defaulting Party
receives notice of the Early
Termination Amount.
(6) In addition to any rights of
set-off a party may have as a
matter of law or otherwise, if
the Non-Defaulting Party is
required to make a payment in
accordance with the Events of
Default provided herein, it shall
have the right (but shall not be
obliged) to set off any
Obligation (as defined below) of
the Defaulting Party, to the Non-
Defaulting Party against any
Obligation (as defined below) of
the Non-Defaulting Party to the
Defaulting Party. For the
purpose of cross-currency
set-off, the Non-Defaulting Party
may convert any Obligation to
another currency at a market rate
reasonably determined by the Non-
Defaulting Party. An
"Obligation" of a party means any
obligation, matured or unmatured,
contingent or otherwise, owed by
that party to the other party
whether or not arising under this
Confirmation.
(7) The Defaulting Party will, on
demand, indemnify and hold
harmless the Non-Defaulting Party
for and against all reasonable
out-of-pocket expenses including
attorneys' fees, incurred by the
Non-Defaulting Party by reason of
its enforcement of and protection
of its rights under this
Transaction.
(8) Paragraphs (1) through (7) above
shall cease to apply and have no
force and effect upon execution
by the parties of an ISDA Master
Agreement which governs this
Transaction.
Transfer: This Transaction may not be
assigned or transferred by either
party provided, however, that
Salomon may assign this
Transaction to any of its
affiliates.
Account Details:
Payments to Salomon: JP Morgan Paris
A/C Salomon Brothers
International Limited
A/C 41432859/D1090
Payments to Counterparty: Please provide to expedite
payment
<PAGE>
Please confirm your acceptance and agreement with the
foregoing by immediately executing the copy of this Confirmation
enclosed for that purpose and returning it to Salomon.
Yours sincerely,
SALOMON BROTHERS INTERNATIONAL LIMITED
By:/s/ Leo Miskelly
-----------------------------------
Name: Leo Miskelly
Title: Authorised Signatory
Confirmed as of the
date first above written:
SILVERTON INTERNATIONAL FUND LTD
By:/s/ Michael J. Berner
----------------------------
Name: Michael J. Berner
Title: Vice President, Pacoma Advisors Limited
Attorney-in-Fact
November 29 1995
Silverton International Fund Ltd ((d,5;4))
Attn. Jonathan Wayman
129 Front Street
Hamilton HM12
Bermuda
TRANSACTION
Dear Sir,
The purpose of this letter agreement (this
"Confirmation") is to set forth the terms and conditions of the
Transaction entered into between Silverton International Fund Ltd
("Counterparty") and Salomon Brothers International Limited
("Salomon") on the Trade Date specified below (the
"Transaction").
The definitions and provisions contained in the 1994
ISDA Equity Option Definitions (as published by the International
Swaps & Derivatives Association, Inc.) (the "Definitions") are
incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.
Each party is hereby advised, and each such party
acknowledges, that the other party has engaged in (or refrained
from engaging in) substantial financial transactions and has
taken other material actions in reliance upon the parties' entry
into the Transaction to which this Confirmation relates on the
terms and conditions set forth below.
This Confirmation will be governed by and construed in
accordance with the laws of England.
The terms of the Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: November 30 1995
Option Style: American
Option Type: Call
Seller: Counterparty
Buyer: Salomon
Shares: Carnaud Metalbox ("CMB")
Number of Options: 50,000
Option Entitlement: One Share per Option
Multiple Exercise: Applicable
Minimum Number of Options: One
Maximum Number of Options: The total amount of unexercised
options
Integral Multiple: One
Strike Price: FRF 225
Premium: FRF 150,000
(Premium per Option FRF 3)
Premium Payment Date: December 1 1995
Seller Business Day: London
Exchange: The Paris Bourse
Clearance System: To be announced on or before the
Expiration Date
Procedure for Exercise:
Commencement Date: December 1 1995
Latest Exercise Time: 12:00 noon local time in New York
Expiration Time: 12:00 noon local time in New York
Expiration Date: January 31 1996
Automatic Exercise: Applicable
Seller's Telephone or Facsimile
Number and Contact: Telephone: to be advised
Details for the purpose of
Giving Notice: Facsimile: to be advised
Reference Price: The official closing price per
Share on the Exchange on the
Valuation Date.
Valuation Date: The Exercise Date unless there is
a Market Disruption Event on that
day. If there is a Market
Disruption Event on that day,
then the Valuation Date shall be
the first succeeding Exchange
Business Day on which there is no
Market Disruption Event, unless
there is a Market Disruption
Event on each of the five
Exchange Business Days
immediately following the
original date that, but for the
Market Disruption Event, would
have been the Valuation Date, in
which case, (i) that fifth
Exchange Business Day shall be
deemed to be the Valuation Date,
notwithstanding the Market
Disruption Event, and (ii) the
Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of
the Valuation Time on that fifth
Exchange Business Day.
Market Disruption Event: The occurrence or existence at
any time on the Exercise Date of
any suspension of or limitation
in trading in the Shares or in
listed options on the Shares (by
reason of movements in price
exceeding limits permitted by the
relevant exchange or otherwise),
if, in the determination of the
Calculation Agent, such
suspension or limitation is
material.
The Calculation Agent shall as
soon as reasonably practicable
under the circumstances notify
the other party of the existence
or occurrence of a Market
Disruption Event on any day that
but for the occurrence or
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable
Failure to Deliver: Applicable
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Adjustments for Merger
Events: Following each Merger Event
(i) if the consideration of the
Shares in the Merger Event
consists of (A) Shares, (B) cash,
(C) any securities or assets
other than Shares or (D) any
combination of (A), (B) and (C),
as of the date of the Merger
Event each Option will be
exercisable in accordance with
the terms of the Transaction for
the consideration to which a
holder of a Number of Shares (at
the time of the Merger Event)
would be entitled; and
(ii) if the consideration for the
Shares in the Merger Event, at
the election of the holder of
Shares, consists of (A), (B), (C)
or (D), each Option will be
exercisable in accordance with
the terms of the Transaction, at
the election of the Buyer (to be
made at the time of exercise so
long as such election is made at
or prior to the last time a
holder of Shares may elect for
consideration), either for (x)
the number of shares or (y) such
other consideration to which a
holder of the Number of Shares
(at the time of the Merger Event)
would be entitled.
Merger Events: (i) any reclassification or
change of the Shares (other than
a change in par value, if any, as
a result of a subdivision or
combination),
(ii) any consolidation,
amalgamation or merger of the
Issuer with or into another
corporation (other than a
consolidation, amalgamation or
merger in which the Issuer is the
continuing corporation and which
does not result in any such
reclassification or change of
Shares) or
(iii) any other takeover offer
for the Shares that leads to a
transfer of all the Shares on or
before the Expiration Date, in
each case, as of the date upon
which all holders become bound to
transfer the Shares held by them.
Nationalisation or
Insolvency: Repurchase
Calculation Agent: Salomon. Whenever the
Calculation Agent is required to
act, it will do so in good faith,
and its determinations and
calculations will be binding in
the absence of manifest error.
Special Provisions: For the purposes of this
Confirmation, the definition of
"Failure to Deliver; Default
Interest" in section 8.7 of the
Definitions is hereby amended by
adding the following at the end
thereof:
(d) And the parties further agree
that any failure to deliver shall
be subject to and governed by the
rules of the Exchange which may
amongst other matters, permit the
non-defaulting party to buy in
the shares that the defaulting
party has failed to deliver.
Default:
(1) The occurrence at any time with
respect to a party of any of the
following events constitutes an
event of default ("Event of
Default") with respect to such
party (the "Defaulting Party"):
(a) the Defaulting Party fails
to make, when due, any payment or
delivery required to be made by
it under this Confirmation or
under any other transaction
between the Non-Defaulting Party
and the Defaulting Party within
five Seller Business Days (or
such shorter grace period
provided in such other
transaction) of notice of such
failure being given to the
Defaulting Party; or
(b) any obligation(s) of the
Defaulting Party in respect of
(i) any indebtedness for borrowed
money, (ii) any foreign currency,
security or commodity
transaction, any interest rate,
foreign currency, equity or index
swap transaction or other similar
transaction, or (iii) any
guarantee or indemnity, given by
the Defaulting Party, becomes due
and payable prior to the original
due date of such obligation(s) by
reason of any default or is
otherwise not made when due (in
either case, after the lapse of
any applicable grace period), if
the (aggregate) amount of such
obligation(s) equals or exceeds
the lesser of (x) $100,000,000
and (y) 3% of the Defaulting
Party's stockholders' equity; or
(c) the Defaulting Party (i)
becomes insolvent, (ii) makes a
general arrangement or
composition with or for the
benefit of its creditors, (iii)
institutes or has instituted
against it any voluntary or
involuntary proceeding seeking
relief under any insolvency or
other law affecting creditors'
rights and such proceeding (A)
results in a judgement of
insolvency or a winding-up order
or the entry of an order for
relief or (B) is not discharged,
stayed or restrained in each case
within 30 days of the institution
thereof, (iv) seeks or becomes
subject to the appointment of an
administrator, liquidator,
receiver, trustee or other
similar official for it or for
all or substantially all of its
assets, (v) causes or is subject
to any event with respect to it
which, under the applicable laws
of any jurisdiction, has an
effect analogous to any of the
events specified in clauses (i)
to (iv) (inclusive), or (vi)
takes any action in furtherance
of or indicating its consent to
any of the foregoing acts (any of
the events or actions specified
in clauses (i) to (iv) a
"Bankruptcy Event").
(2) If an Event of Default has
occurred and is then continuing
in respect of the Defaulting
Party, the other party (the "Non-
Defaulting Party") may, by notice
to the Defaulting Party,
terminate the Transaction
evidenced by this Confirmation
and may terminate any other
transaction between the Non-
Defaulting Party and the
Defaulting Party (each, an "Other
Transaction") on the date
specified in such notice (the
"Early Termination Date"). Upon
the effectiveness of such notice
the obligations of the parties to
make any further payments on the
Settlement Date will cease, but
without prejudice to the other
provisions of this Confirmation.
(3) On the Early Termination Date the
Non-Defaulting Party will, in a
commercially reasonable manner,
determine its replacement cost,
or, if such replacement cost is
not ascertainable, its net loss
(such replacement cost or net
loss, the "Replacement Value") in
U.S. Dollars as a result of the
early termination of this
Transaction and each Other
Transaction that has been
terminated pursuant to clause (2)
above or clause (6) below. The
Replacement Value of any Other
Transaction shall be determined
in accordance with the
documentation applicable thereto,
or, if no such documentation
exists or if the relevant
documentation does not provide
for the determination of damages
upon insolvency or default, the
Replacement Value of such Other
Transaction shall be determined
as provided herein. In
determining Replacement Value,
(a) losses and costs to the Non-
Defaulting Party shall be
expressed as positive numbers,
and gains to the Non-Defaulting
Party shall be expressed as
negative numbers,
(b) the Non-Defaulting Party may
convert any amount to U.S.
Dollars and
(c) the Non-Defaulting Party may
take into consideration any (i)
loss of bargain (including the
cost of replacing the relevant
position), (ii) cost of funding,
(iii) loss or cost associated
with unwinding or reestablishing
a hedge or related trading
position and (iv) amounts due and
payable by either party prior to
the Early Termination Date.
The Non-Defaulting Party will
provide to the Defaulting Party,
as soon as reasonably practicable
following the Early Termination
Date, a statement showing in
reasonable detail (i) each
Replacement Value calculated
hereunder, and (ii) the sum of
all such Replacement Values (such
sum, the "Early Termination
Amount").
(4) The Non-Defaulting Party may
treat security for any
transaction between the
Defaulting Party and the Non-
Defaulting Party as security for
all such transactions, including
any Other Transactions.
(5) The Defaulting Party will pay the
Early Termination Amount to the
Non-Defaulting Party or the Non-
Defaulting Party will pay the
Early Termination Amount to the
Defaulting Party as the case may
be on the first New York Banking
Day after the Defaulting Party
receives notice of the Early
Termination Amount.
(6) In addition to any rights of
set-off a party may have as a
matter of law or otherwise, if
the Non-Defaulting Party is
required to make a payment in
accordance with the Events of
Default provided herein, it shall
have the right (but shall not be
obliged) to set off any
Obligation (as defined below) of
the Defaulting Party, to the Non-
Defaulting Party against any
Obligation (as defined below) of
the Non-Defaulting Party to the
Defaulting Party. For the
purpose of cross-currency
set-off, the Non-Defaulting Party
may convert any Obligation to
another currency at a market rate
reasonably determined by the Non-
Defaulting Party. An
"Obligation" of a party means any
obligation, matured or unmatured,
contingent or otherwise, owed by
that party to the other party
whether or not arising under this
Confirmation.
(7) The Defaulting Party will, on
demand, indemnify and hold
harmless the Non-Defaulting Party
for and against all reasonable
out-of-pocket expenses including
attorneys' fees, incurred by the
Non-Defaulting Party by reason of
its enforcement of and protection
of its rights under this
Transaction.
(8) Paragraphs (1) through (7) above
shall cease to apply and have no
force and effect upon execution
by the parties of an ISDA Master
Agreement which governs this
Transaction.
Transfer: This Transaction may not be
assigned or transferred by either
party provided, however, that
Salomon may assign this
Transaction to any of its
affiliates.
Account Details:
Payments to Salomon: JP Morgan Paris
A/C Salomon Brothers
International Limited
A/C 41432859/D1090
Payments to Counterparty: Please provide to expedite
payment
<PAGE>
Please confirm your acceptance and agreement with the
foregoing by immediately executing the copy of this Confirmation
enclosed for that purpose and returning it to Salomon.
Yours sincerely,
SALOMON BROTHERS INTERNATIONAL LIMITED
By:/s/ Leo Miskelly
-----------------------------------
Name: Leo Miskelly
Title: Authorised Signatory
Confirmed as of the
date first above written:
SILVERTON INTERNATIONAL FUND LTD
By:/s/ Michael J. Berner
-----------------------------
Name: Michael J. Berner
Title: Vice President, Pacoma Advisors Limited
Attorney-in-Fact
November 29 1995
Silverton International Fund Ltd ((d,5;4))
Attn. Jonathan Wayman
129 Front Street
Hamilton HM12
Bermuda
TRANSACTION
Dear Sir,
The purpose of this letter agreement (this
"Confirmation") is to set forth the terms and conditions of the
Transaction entered into between Silverton International Fund Ltd
("Counterparty") and Salomon Brothers International Limited
("Salomon") on the Trade Date specified below (the
"Transaction").
The definitions and provisions contained in the 1994
ISDA Equity Option Definitions (as published by the International
Swaps & Derivatives Association, Inc.) (the "Definitions") are
incorporated into this Confirmation. In the event of any
inconsistency between those definitions and provisions and this
Confirmation, this Confirmation will govern.
Each party is hereby advised, and each such party
acknowledges, that the other party has engaged in (or refrained
from engaging in) substantial financial transactions and has
taken other material actions in reliance upon the parties' entry
into the Transaction to which this Confirmation relates on the
terms and conditions set forth below.
This Confirmation will be governed by and construed in
accordance with the laws of England.
The terms of the Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: December 4 1995
Option Style: American
Option Type: Call
Seller: Counterparty
Buyer: Salomon
Shares: Carnaud Metalbox ("CMB")
Number of Options: 40,000
Option Entitlement: One Share per Option
Multiple Exercise: Applicable
Minimum Number of Options: One
Maximum Number of Options: The total amount of unexercised
options
Integral Multiple: One
Strike Price: FRF 225
Premium: FRF 120,000
(Premium per Option FRF 3)
Premium Payment Date: December 6 1995
Seller Business Day: London
Exchange: The Paris Bourse
Clearance System: To be announced on or before the
Expiration Date
Procedure for Exercise:
Commencement Date: December 6 1995
Latest Exercise Time: 12:00 noon local time in New York
Expiration Time: 12:00 noon local time in New York
Expiration Date: January 31 1996
Automatic Exercise: Applicable
Seller's Telephone or Facsimile
Number and Contact: Telephone: to be advised
Details for the purpose of
Giving Notice: Facsimile: to be advised
Reference Price: The official closing price per
Share on the Exchange on the
Valuation Date.
Valuation Date: The Exercise Date unless there is
a Market Disruption Event on that
day. If there is a Market
Disruption Event on that day,
then the Valuation Date shall be
the first succeeding Exchange
Business Day on which there is no
Market Disruption Event, unless
there is a Market Disruption
Event on each of the five
Exchange Business Days
immediately following the
original date that, but for the
Market Disruption Event, would
have been the Valuation Date, in
which case, (i) that fifth
Exchange Business Day shall be
deemed to be the Valuation Date,
notwithstanding the Market
Disruption Event, and (ii) the
Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of
the Valuation Time on that fifth
Exchange Business Day.
Market Disruption Event: The occurrence or existence at
any time on the Exercise Date of
any suspension of or limitation
in trading in the Shares or in
listed options on the Shares (by
reason of movements in price
exceeding limits permitted by the
relevant exchange or otherwise),
if, in the determination of the
Calculation Agent, such
suspension or limitation is
material.
The Calculation Agent shall as
soon as reasonably practicable
under the circumstances notify
the other party of the existence
or occurrence of a Market
Disruption Event on any day that
but for the occurrence or
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable
Failure to Deliver: Applicable
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Adjustments for Merger
Events: Following each Merger Event
(i) if the consideration of the
Shares in the Merger Event
consists of (A) Shares, (B) cash,
(C) any securities or assets
other than Shares or (D) any
combination of (A), (B) and (C),
as of the date of the Merger
Event each Option will be
exercisable in accordance with
the terms of the Transaction for
the consideration to which a
holder of a Number of Shares (at
the time of the Merger Event)
would be entitled; and
(ii) if the consideration for the
Shares in the Merger Event, at
the election of the holder of
Shares, consists of (A), (B), (C)
or (D), each Option will be
exercisable in accordance with
the terms of the Transaction, at
the election of the Buyer (to be
made at the time of exercise so
long as such election is made at
or prior to the last time a
holder of Shares may elect for
consideration), either for (x)
the number of shares or (y) such
other consideration to which a
holder of the Number of Shares
(at the time of the Merger Event)
would be entitled.
Merger Events: (i) any reclassification or
change of the Shares (other than
a change in par value, if any, as
a result of a subdivision or
combination),
(ii) any consolidation,
amalgamation or merger of the
Issuer with or into another
corporation (other than a
consolidation, amalgamation or
merger in which the Issuer is the
continuing corporation and which
does not result in any such
reclassification or change of
Shares) or
(iii) any other takeover offer
for the Shares that leads to a
transfer of all the Shares on or
before the Expiration Date, in
each case, as of the date upon
which all holders become bound to
transfer the Shares held by them.
Nationalisation or
Insolvency: Repurchase
Calculation Agent: Salomon. Whenever the
Calculation Agent is required to
act, it will do so in good faith,
and its determinations and
calculations will be binding in
the absence of manifest error.
Special Provisions: For the purposes of this
Confirmation, the definition of
"Failure to Deliver; Default
Interest" in section 8.7 of the
Definitions is hereby amended by
adding the following at the end
thereof:
(d) And the parties further agree
that any failure to deliver shall
be subject to and governed by the
rules of the Exchange which may
amongst other matters, permit the
non-defaulting party to buy in
the shares that the defaulting
party has failed to deliver.
Default:
(1) The occurrence at any time with
respect to a party of any of the
following events constitutes an
event of default ("Event of
Default") with respect to such
party (the "Defaulting Party"):
(a) the Defaulting Party fails
to make, when due, any payment or
delivery required to be made by
it under this Confirmation or
under any other transaction
between the Non-Defaulting Party
and the Defaulting Party within
five Seller Business Days (or
such shorter grace period
provided in such other
transaction) of notice of such
failure being given to the
Defaulting Party; or
(b) any obligation(s) of the
Defaulting Party in respect of
(i) any indebtedness for borrowed
money, (ii) any foreign currency,
security or commodity
transaction, any interest rate,
foreign currency, equity or index
swap transaction or other similar
transaction, or (iii) any
guarantee or indemnity, given by
the Defaulting Party, becomes due
and payable prior to the original
due date of such obligation(s) by
reason of any default or is
otherwise not made when due (in
either case, after the lapse of
any applicable grace period), if
the (aggregate) amount of such
obligation(s) equals or exceeds
the lesser of (x) $100,000,000
and (y) 3% of the Defaulting
Party's stockholders' equity; or
(c) the Defaulting Party (i)
becomes insolvent, (ii) makes a
general arrangement or
composition with or for the
benefit of its creditors, (iii)
institutes or has instituted
against it any voluntary or
involuntary proceeding seeking
relief under any insolvency or
other law affecting creditors'
rights and such proceeding (A)
results in a judgement of
insolvency or a winding-up order
or the entry of an order for
relief or (B) is not discharged,
stayed or restrained in each case
within 30 days of the institution
thereof, (iv) seeks or becomes
subject to the appointment of an
administrator, liquidator,
receiver, trustee or other
similar official for it or for
all or substantially all of its
assets, (v) causes or is subject
to any event with respect to it
which, under the applicable laws
of any jurisdiction, has an
effect analogous to any of the
events specified in clauses (i)
to (iv) (inclusive), or (vi)
takes any action in furtherance
of or indicating its consent to
any of the foregoing acts (any of
the events or actions specified
in clauses (i) to (iv) a
"Bankruptcy Event").
(2) If an Event of Default has
occurred and is then continuing
in respect of the Defaulting
Party, the other party (the "Non-
Defaulting Party") may, by notice
to the Defaulting Party,
terminate the Transaction
evidenced by this Confirmation
and may terminate any other
transaction between the Non-
Defaulting Party and the
Defaulting Party (each, an "Other
Transaction") on the date
specified in such notice (the
"Early Termination Date"). Upon
the effectiveness of such notice
the obligations of the parties to
make any further payments on the
Settlement Date will cease, but
without prejudice to the other
provisions of this Confirmation.
(3) On the Early Termination Date the
Non-Defaulting Party will, in a
commercially reasonable manner,
determine its replacement cost,
or, if such replacement cost is
not ascertainable, its net loss
(such replacement cost or net
loss, the "Replacement Value") in
U.S. Dollars as a result of the
early termination of this
Transaction and each Other
Transaction that has been
terminated pursuant to clause (2)
above or clause (6) below. The
Replacement Value of any Other
Transaction shall be determined
in accordance with the
documentation applicable thereto,
or, if no such documentation
exists or if the relevant
documentation does not provide
for the determination of damages
upon insolvency or default, the
Replacement Value of such Other
Transaction shall be determined
as provided herein. In
determining Replacement Value,
(a) losses and costs to the Non-
Defaulting Party shall be
expressed as positive numbers,
and gains to the Non-Defaulting
Party shall be expressed as
negative numbers,
(b) the Non-Defaulting Party may
convert any amount to U.S.
Dollars and
(c) the Non-Defaulting Party may
take into consideration any (i)
loss of bargain (including the
cost of replacing the relevant
position), (ii) cost of funding,
(iii) loss or cost associated
with unwinding or reestablishing
a hedge or related trading
position and (iv) amounts due and
payable by either party prior to
the Early Termination Date.
The Non-Defaulting Party will
provide to the Defaulting Party,
as soon as reasonably practicable
following the Early Termination
Date, a statement showing in
reasonable detail (i) each
Replacement Value calculated
hereunder, and (ii) the sum of
all such Replacement Values (such
sum, the "Early Termination
Amount").
(4) The Non-Defaulting Party may
treat security for any
transaction between the
Defaulting Party and the Non-
Defaulting Party as security for
all such transactions, including
any Other Transactions.
(5) The Defaulting Party will pay the
Early Termination Amount to the
Non-Defaulting Party or the Non-
Defaulting Party will pay the
Early Termination Amount to the
Defaulting Party as the case may
be on the first New York Banking
Day after the Defaulting Party
receives notice of the Early
Termination Amount.
(6) In addition to any rights of
set-off a party may have as a
matter of law or otherwise, if
the Non-Defaulting Party is
required to make a payment in
accordance with the Events of
Default provided herein, it shall
have the right (but shall not be
obliged) to set off any
Obligation (as defined below) of
the Defaulting Party, to the Non-
Defaulting Party against any
Obligation (as defined below) of
the Non-Defaulting Party to the
Defaulting Party. For the
purpose of cross-currency
set-off, the Non-Defaulting Party
may convert any Obligation to
another currency at a market rate
reasonably determined by the Non-
Defaulting Party. An
"Obligation" of a party means any
obligation, matured or unmatured,
contingent or otherwise, owed by
that party to the other party
whether or not arising under this
Confirmation.
(7) The Defaulting Party will, on
demand, indemnify and hold
harmless the Non-Defaulting Party
for and against all reasonable
out-of-pocket expenses including
attorneys' fees, incurred by the
Non-Defaulting Party by reason of
its enforcement of and protection
of its rights under this
Transaction.
(8) Paragraphs (1) through (7) above
shall cease to apply and have no
force and effect upon execution
by the parties of an ISDA Master
Agreement which governs this
Transaction.
Transfer: This Transaction may not be
assigned or transferred by either
party provided, however, that
Salomon may assign this
Transaction to any of its
affiliates.
Account Details:
Payments to Salomon: JP Morgan Paris
A/C Salomon Brothers
International Limited
A/C 41432859/D1090
Payments to Counterparty: Please provide to expedite
payment
<PAGE>
Please confirm your acceptance and agreement with the
foregoing by immediately executing the copy of this Confirmation
enclosed for that purpose and returning it to Salomon.
Yours sincerely,
SALOMON BROTHERS INTERNATIONAL LIMITED
By:/s/ Leo Miskelly
-----------------------------------
Name: Leo Miskelly
Title: Authorised Signatory
Confirmed as of the
date first above written:
SILVERTON INTERNATIONAL FUND LTD
By:/s/ Michael J. Berner
-----------------------------
Name: Michael J. Berner
Title: Vice President, Pacoma Advisors Limited
Attorney-in-Fact
Salomon Brothers International Limited ("SBIL")
Attn: Chandra Shetty
Fax No: 721 2806
Date: 15th December, 1995
Dear Sirs,
OTC AMERICAN CALL OPTION
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the transaction entered into
between us on the Trade Date specified below (the "Swap
Transaction"). This Confirmation constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1994 ISDA Equity
Option Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the "Equity Option Definitions")
are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Option Definitions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to
the ISDA Interest Rate and Currency Exchange Agreement between
you and us and dated as of 14th July, 1993, as amended and
supplemented from time to time (the "Agreement"). All provisions
contained in the Agreement govern this Confirmation, except as
expressly modified below.
Each party will make each payment specified in this Confirmation
as being payable by it, not later than the due date for value on
that date in the place of the account specified below, in freely
transferable funds and in the manner customary for payments in
the required currency. If on any day amounts would otherwise be
payable in the same currency by each party to the other, then, on
such date, each party's obligations to make payment of any such
amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the
party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate
amount over the smaller aggregate amount.
The terms of the Swap Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: 15th December, 1995
Option Style: American Option
Option Type: Call
Seller: Nomura Option International plc
Buyer: SBIL
Shares: Ordinary shares of Carnaud Metalbox
Number of Options: 800.000
Option Entitlement: One Share per Option
Multiple Exercise: Applicable
Minimum Number of Options: 200.000
Strike Price: FRF 225
Premium: FRF 2.000.000 (FRF 2.50 per option)
Premium Payment Date: 20th December, 1995, subject to
adjustment in accordance with the
Following Business Day Convention.
Seller Business Day: London
Exchange: The Paris Stock Exchange
Related Exchange(s): MONEP
Clearance System: To be advised.
Procedure for Exercise:
Expiration Time: 4:00 p.m. (local time in Paris)
Expiration Date: The earlier of:
(i) 29th February, 1996 and
(ii) the penultimate day of the
original Crown, Cork and Seal,
Inc. tender offer.
Automatic Exercise: Applicable
Seller's Telephone Number Mr. Jeremy Lock, Associate Director,
and Telex and/or Facsimile Nomura Option International plc,
Number and Contact Nomura House, 1 St. Martin's-le-Grand,
Details for purpose London EC1A 4NP
of Giving Notice: Tel: 0171 320 2119,
Fax: 0171 583 6893
Reference Price: The official closing price per Share
on the Exchange on the Expiration
Date.
Valuation Date: The Exercise Date unless there is a
Market Disruption Event on that day.
If there is a Market Disruption Event
on that day, then the Valuation Date
shall be the first succeeding
Exchange Business Day on which there
is no Market Disruption Event, unless
there is a Market Disruption Event on
each of the five Exchange Business
Days immediately following the
original date that, but for the
Market Disruption Event, would have
been the Valuation Date, in which
case, (i) that fifth Exchange
Business Day shall be deemed to be
the Valuation Date, notwithstanding
the Market Disruption Event, and (ii)
the Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of the
Valuation Time on the fifth Exchange
Business Day.
Market Disruption Event: The occurrence or existence at any
time on the Exercise Date of any
suspension of or limitation in
trading in the Shares or in listed
options on the Shares (by reason of
movements in price exceeding limits
permitted by the relevant exchange or
otherwise), if, in the determination
of the Calculation Agent, such
suspension or limitation is material.
The Calculation Agent shall as soon
as reasonably practicable under the
circumstances notify the other party
of the existence or occurrence of a
Market Disruption Event on any day
that but for the occurrence of
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable.
Failure to Deliver: Applicable.
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Consequence of Merger
Events:
(a) Share-for-Share: New Share Option
(b) Share-for-Other: Alternative Delivery
(c) Share-for-Combined: Alternative Delivery
Nationalization or Cancellation and Payment
insolvency:
Calculation Agent: Seller. Whenever the Calculation
Agent is required to act, it will do
so in good faith, and its
determinations and calculations will
be binding in the absence of manifest
error.
Account Details:
Account for Payments to Bank of America NT & S.A., Paris A/C
Seller: Nomura Bank International plc. London
A/C No. 17693018 in favour of Nomura
Option International plc [A/C No.
48267]
Account for Payments to Morgan Guaranty Trust Company of New
Buyer: York, Paris A/C Salomon Brothers
International Limited A/C
41432859/D1090
Credit Support Document: The guarantee of The Nomura
Securities Co., Ltd.
Governing law: English law
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing the copy of this Confirmation
enclosed for that purpose and returning it to us.
Yours faithfully,
For and on behalf of
Nomura Option International plc
By: /s/ Yuji Nakashima By: /s/ Karl Rogers
--------------------------- ---------------------
Name: Yuji Nakashima Name: Karl Rogers
Title: Director of Administration Title: Associate Director
Confirmed as of the date
first above written:
Salomon Brothers International Limited
By: /s/ Leo Miskelly
----------------------------------
Name: Leo Miskelly
Title: Authorised Signatory
Salomon Brothers International Limited ("SBIL")
Attn: Chandra Shetty
Fax No: 721 2806
Date: 29th December, 1995
Dear Sirs,
OTC AMERICAN CALL OPTION
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the transaction entered into
between us on the Trade Date specified below (the "Swap
Transaction"). This Confirmation constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1994 ISDA Equity
Option Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the "Equity Option Definitions")
are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Option Definitions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to
the ISDA Interest Rate and Currency Exchange Agreement between
you and us and dated as of 14th July, 1993, as amended and
supplemented from time to time (the "Agreement"). All provisions
contained in the Agreement govern this Confirmation, except as
expressly modified below.
Each party will make each payment specified in this Confirmation
as being payable by it, not later than the due date for value on
that date in the place of the account specified below, in freely
transferable funds and in the manner customary for payments in
the required currency. If on any day amounts would otherwise be
payable in the same currency by each party to the other, then, on
such date, each party's obligations to make payment of any such
amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the
party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate
amount over the smaller aggregate amount.
The terms of the Swap Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: 29th December, 1995
Option Style: American Option
Option Type: Call
Seller: Nomura Option International plc
Buyer: SBIL
Shares: Ordinary shares of Carnaud Metalbox
Number of Options: 73,383
Option Entitlement: One Share per Option
Multiple Exercise: Applicable
Strike Price: FRF 225
Premium: FRF 195,938 (FRF 2.67 per option)
Premium Payment Date: 4th January, 1996, subject to
adjustment in accordance with the
Following Business Day Convention.
Seller Business Day: London
Exchange: The Paris Stock Exchange
Related Exchange(s): MONEP
Clearance System: To be advised.
Procedure for Exercise:
Expiration Time: 4:00 p.m. (local time in Paris)
Expiration Date: The earlier of:
(i) 29th February, 1996 and
(ii) the penultimate day of the
original Crown, Cork and Seal,
Inc. tender offer.
Automatic Exercise: Applicable
Seller's Telephone Number Mr. Jeremy Lock, Associate Director,
and Telex and/or Facsimile Nomura Option International plc,
Number and Contact Nomura House, 1 St. Martin's-le-Grand,
Details for purpose London EC1A 4NP
of Giving Notice: Tel: 0171 320 2119,
Fax: 0171 583 6893
Reference Price: The official closing price per Share
on the Exchange on the Expiration
Date.
Valuation Date: The Exercise Date unless there is a
Market Disruption Event on that day.
If there is a Market Disruption Event
on that day, then the Valuation Date
shall be the first succeeding
Exchange Business Day on which there
is no Market Disruption Event, unless
there is a Market Disruption Event on
each of the five Exchange Business
Days immediately following the
original date that, but for the
Market Disruption Event, would have
been the Valuation Date, in which
case, (i) that fifth Exchange
Business Day shall be deemed to be
the Valuation Date, notwithstanding
the Market Disruption Event, and (ii)
the Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of the
Valuation Time on the fifth Exchange
Business Day.
Market Disruption Event: The occurrence or existence at any
time on the Exercise Date of any
suspension of or limitation in
trading in the Shares or in listed
options on the Shares (by reason of
movements in price exceeding limits
permitted by the relevant exchange or
otherwise), if, in the determination
of the Calculation Agent, such
suspension or limitation is material.
The Calculation Agent shall as soon
as reasonably practicable under the
circumstances notify the other party
of the existence or occurrence of a
Market Disruption Event on any day
that but for the occurrence of
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable.
Failure to Deliver: Applicable.
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Consequence of Merger
Events:
(a) Share-for-Share: New Share Option
(b) Share-for-Other: Alternative Delivery
(c) Share-for-Combined: Alternative Delivery
Nationalization or Cancellation and Payment
insolvency:
Calculation Agent: Seller. Whenever the Calculation
Agent is required to act, it will do
so in good faith, and its
determinations and calculations will
be binding in the absence of manifest
error.
Account Details:
Account for Payments to Bank of America NT & S.A., Paris A/C
Seller: Nomura Bank International plc. London
A/C No. 17693018 in favour of Nomura
Option International plc [A/C No.
48267]
Account for Payments to Morgan Guaranty Trust Company of New
Buyer: York, Paris A/C Salomon Brothers
International Limited A/C
41432859/D1090
Credit Support Document: The guarantee of The Nomura
Securities Co., Ltd.
Governing law: English law
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing the copy of this Confirmation
enclosed for that purpose and returning it to us.
Yours faithfully,
For and on behalf of
Nomura Option International plc
By: /s/ Yuji Nakashima By: /s/ Karl Rogers
--------------------------- ---------------
Name: Yuji Nakashima Name: Karl Rogers
Title: Director of Administration Title: Associate Director
Confirmed as of the date
first above written:
Salomon Brothers International Limited
By: /s/ Leo Miskelly
----------------------------------
Name: Leo Miskelly
Title: Authorised Signatory
Salomon Brothers International Limited ("SBIL")
Attn: Chandra Shetty
Fax No: 721 2806
Date: 4th January, 1996
Dear Sirs,
OTC AMERICAN CALL OPTION
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the transaction entered into
between us on the Trade Date specified below (the "Swap
Transaction"). This Confirmation constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1994 ISDA Equity
Option Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the "Equity Option Definitions")
are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Option Definitions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to
the ISDA Interest Rate and Currency Exchange Agreement between
you and us and dated as of 14th July, 1993, as amended and
supplemented from time to time (the "Agreement"). All provisions
contained in the Agreement govern this Confirmation, except as
expressly modified below.
Each party will make each payment specified in this Confirmation
as being payable by it, not later than the due date for value on
that date in the place of the account specified below, in freely
transferable funds and in the manner customary for payments in
the required currency. If on any day amounts would otherwise be
payable in the same currency by each party to the other, then, on
such date, each party's obligations to make payment of any such
amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the
party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate
amount over the smaller aggregate amount.
The terms of the Swap Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: 4th January, 1996
Option Style: American Option
Option Type: Call
Seller: Nomura Option International plc
Buyer: SBIL
Shares: Ordinary shares of Carnaud Metalbox
Number of Options: 307,500
Minimum Number of Options: 200,000
Option Entitlement: One Share per Option
Multiple Exercise: Applicable
Strike Price: FRF 225
Premium: FRF 836,400 (FRF 2.72 per option)
Premium Payment Date: 9th January, 1996, subject to
adjustment in accordance with the
Following Business Day Convention.
Seller Business Day: London
Exchange: The Paris Stock Exchange
Related Exchange(s): MONEP
Clearance System: To be advised.
Procedure for Exercise:
Expiration Time: 4:00 p.m. (local time in Paris)
Expiration Date: The earlier of:
(i) 29th February, 1996 and
(ii) the penultimate day of the
original Crown, Cork and Seal,
Inc. tender offer.
Automatic Exercise: Applicable
Seller's Telephone Number Mr. Jeremy Lock, Associate Director,
and Telex and/or Facsimile Nomura Option International plc,
Number and Contact Nomura House, 1 St. Martin's-le-Grand,
Details for purpose London EC1A 4NP
of Giving Notice: Tel: 0171 320 2119,
Fax: 0171 583 6893
Reference Price: The official closing price per Share
on the Exchange on the Expiration
Date.
Valuation Date: The Exercise Date unless there is a
Market Disruption Event on that day.
If there is a Market Disruption Event
on that day, then the Valuation Date
shall be the first succeeding
Exchange Business Day on which there
is no Market Disruption Event, unless
there is a Market Disruption Event on
each of the five Exchange Business
Days immediately following the
original date that, but for the
Market Disruption Event, would have
been the Valuation Date, in which
case, (i) that fifth Exchange
Business Day shall be deemed to be
the Valuation Date, notwithstanding
the Market Disruption Event, and (ii)
the Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of the
Valuation Time on the fifth Exchange
Business Day.
Market Disruption Event: The occurrence or existence at any
time on the Exercise Date of any
suspension of or limitation in
trading in the Shares or in listed
options on the Shares (by reason of
movements in price exceeding limits
permitted by the relevant exchange or
otherwise), if, in the determination
of the Calculation Agent, such
suspension or limitation is material.
The Calculation Agent shall as soon
as reasonably practicable under the
circumstances notify the other party
of the existence or occurrence of a
Market Disruption Event on any day
that but for the occurrence of
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable.
Failure to Deliver: Applicable.
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Consequence of Merger
Events:
(a) Share-for-Share: New Share Option
(b) Share-for-Other: Alternative Delivery
(c) Share-for-Combined: Alternative Delivery
Nationalization or Cancellation and Payment
insolvency:
Calculation Agent: Seller. Whenever the Calculation
Agent is required to act, it will do
so in good faith, and its
determinations and calculations will
be binding in the absence of manifest
error.
Account Details:
Account for Payments to Bank of America NT & S.A., Paris A/C
Seller: Nomura Bank International plc. London
A/C No. 17693018 in favour of Nomura
Option International plc [A/C No.
48267]
Account for Payments to Morgan Guaranty Trust Company of New
Buyer: York, Paris A/C Salomon Brothers
International Limited A/C
41432859/D1090
Credit Support Document: The guarantee of The Nomura
Securities Co., Ltd.
Governing law: English law
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing the copy of this Confirmation
enclosed for that purpose and returning it to us.
Yours faithfully,
For and on behalf of
Nomura Option International plc
By: /s/ Yuji Nakashima By: /s/ Karl Rogers
--------------------------- ---------------
Name: Yuji Nakashima Name: Karl Rogers
Title: Director of Administration Title: Associate Director
Confirmed as of the date
first above written:
Salomon Brothers International Limited
By: /s/ Leo Miskelly
----------------------------------
Name: Leo Miskelly
Title: Authorised Signatory
Salomon Brothers International Limited ("SBIL")
Attn: Chandra Shetty
Fax No: 721 2806
Date: 11th January, 1996
Dear Sirs,
OTC AMERICAN CALL OPTION
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the transaction entered into
between us on the Trade Date specified below (the "Swap
Transaction"). This Confirmation constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1994 ISDA Equity
Option Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the "Equity Option Definitions")
are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Option Definitions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to
the ISDA Interest Rate and Currency Exchange Agreement between
you and us and dated as of 14th July, 1993, as amended and
supplemented from time to time (the "Agreement"). All provisions
contained in the Agreement govern this Confirmation, except as
expressly modified below.
Each party will make each payment specified in this Confirmation
as being payable by it, not later than the due date for value on
that date in the place of the account specified below, in freely
transferable funds and in the manner customary for payments in
the required currency. If on any day amounts would otherwise be
payable in the same currency by each party to the other, then, on
such date, each party's obligations to make payment of any such
amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the
party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate
amount over the smaller aggregate amount.
The terms of the Swap Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: 11th January, 1996
Option Style: American Option
Option Type: Call
Seller: Nomura Option International plc
Buyer: SBIL
Shares: Ordinary shares of Carnaud Metalbox
Number of Options: 675,000
Option Entitlement: One Share per Option
Minimum Number of Options: 200,000
Multiple Exercise: Applicable
Strike Price: FRF 225
Premium: FRF 1,039,500 (FRF 1.54 per option)
Premium Payment Date: 16th January, 1996, subject to
adjustment in accordance with the
Following Business Day Convention.
Seller Business Day: London
Exchange: The Paris Stock Exchange
Related Exchange(s): MONEP
Clearance System: To be advised.
Procedure for Exercise:
Expiration Time: 4:00 p.m. (local time in Paris)
Expiration Date: The earlier of:
(i) 29th February, 1996 and
(ii) the penultimate day of the
original Crown, Cork and Seal,
Inc. tender offer.
Automatic Exercise: Applicable
Seller's Telephone Number Mr. Jeremy Lock, Associate Director,
and Telex and/or Facsimile Nomura Option International plc,
Number and Contact Nomura House, 1 St. Martin's-le-Grand,
Details for purpose London EC1A 4NP
of Giving Notice: Tel: 0171 320 2119,
Fax: 0171 583 6893
Reference Price: The official closing price per Share
on the Exchange on the Expiration
Date.
Valuation Date: The Exercise Date unless there is a
Market Disruption Event on that day.
If there is a Market Disruption Event
on that day, then the Valuation Date
shall be the first succeeding
Exchange Business Day on which there
is no Market Disruption Event, unless
there is a Market Disruption Event on
each of the five Exchange Business
Days immediately following the
original date that, but for the
Market Disruption Event, would have
been the Valuation Date, in which
case, (i) that fifth Exchange
Business Day shall be deemed to be
the Valuation Date, notwithstanding
the Market Disruption Event, and (ii)
the Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of the
Valuation Time on the fifth Exchange
Business Day.
Market Disruption Event: The occurrence or existence at any
time on the Exercise Date of any
suspension of or limitation in
trading in the Shares or in listed
options on the Shares (by reason of
movements in price exceeding limits
permitted by the relevant exchange or
otherwise), if, in the determination
of the Calculation Agent, such
suspension or limitation is material.
The Calculation Agent shall as soon
as reasonably practicable under the
circumstances notify the other party
of the existence or occurrence of a
Market Disruption Event on any day
that but for the occurrence of
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable.
Failure to Deliver: Applicable.
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Consequence of Merger
Events:
(a) Share-for-Share: New Share Option
(b) Share-for-Other: Alternative Delivery
(c) Share-for-Combined: Alternative Delivery
Nationalization or Cancellation and Payment
insolvency:
Calculation Agent: Seller. Whenever the Calculation
Agent is required to act, it will do
so in good faith, and its
determinations and calculations will
be binding in the absence of manifest
error.
Account Details:
Account for Payments to Bank of America NT & S.A., Paris A/C
Seller: Nomura Bank International plc. London
A/C No. 17693018 in favour of Nomura
Option International plc [A/C No.
48267]
Account for Payments to Morgan Guaranty Trust Company of New
Buyer: York, Paris A/C Salomon Brothers
International Limited A/C
41432859/D1090
Credit Support Document: The guarantee of The Nomura
Securities Co., Ltd.
Governing law: English law
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing the copy of this Confirmation
enclosed for that purpose and returning it to us.
Yours faithfully,
For and on behalf of
Nomura Option International plc
By: /s/ Yuji Nakashima By: /s/ Karl Rogers
--------------------------- ---------------
Name: Yuji Nakashima Name: Karl Rogers
Title: Director of Administration Title: Associate Director
Confirmed as of the date
first above written:
Salomon Brothers International Limited
By: /s/ Leo Miskelly
---------------------------------
Name: Leo Miskelly
Title: Authroised Signatory
Salomon Brothers International Limited ("SBIL")
Attn: Chandra Shetty
Fax No: 721 2806
Date: 15th January, 1996
Dear Sirs,
OTC AMERICAN CALL OPTION
The purpose of this letter agreement (this "Confirmation") is to
confirm the terms and conditions of the transaction entered into
between us on the Trade Date specified below (the "Swap
Transaction"). This Confirmation constitutes a "Confirmation" as
referred to in the ISDA Master Agreement specified below.
The definitions and provisions contained in the 1994 ISDA Equity
Option Definitions (as published by the International Swaps and
Derivatives Association, Inc.) (the "Equity Option Definitions")
are incorporated into this Confirmation. In the event of any
inconsistency between the Equity Option Definitions and this
Confirmation, this Confirmation will govern.
This Confirmation supplements, forms part of, and is subject to
the ISDA Interest Rate and Currency Exchange Agreement between
you and us and dated as of 14th July, 1993, as amended and
supplemented from time to time (the "Agreement"). All provisions
contained in the Agreement govern this Confirmation, except as
expressly modified below.
Each party will make each payment specified in this Confirmation
as being payable by it, not later than the due date for value on
that date in the place of the account specified below, in freely
transferable funds and in the manner customary for payments in
the required currency. If on any day amounts would otherwise be
payable in the same currency by each party to the other, then, on
such date, each party's obligations to make payment of any such
amount will be automatically satisfied and discharged and, if the
aggregate amount that would otherwise have been payable by one
party exceeds the aggregate amount that would otherwise have been
payable by the other party, replaced by an obligation upon the
party by whom the larger aggregate amount would have been payable
to pay to the other party the excess of the larger aggregate
amount over the smaller aggregate amount.
The terms of the Swap Transaction to which this Confirmation
relates are as follows:
General Terms:
Trade Date: 15th January, 1996
Option Style: American Option
Option Type: Call
Seller: Nomura Option International plc
Buyer: SBIL
Shares: Ordinary shares of Carnaud Metalbox
Number of Options: 242,000
Option Entitlement: One Share per Option
Minimum Number of Options: 200,000
Multiple Exercise: Applicable
Strike Price: FRF 225
Premium: FRF 354,046 (FRF 1.463 per option)
Premium Payment Date: 18th January, 1996, subject to
adjustment in accordance with the
Following Business Day Convention.
Seller Business Day: London
Exchange: The Paris Stock Exchange
Related Exchange(s): MONEP
Clearance System: To be advised.
Procedure for Exercise:
Expiration Time: 4:00 p.m. (local time in Paris)
Expiration Date: The earlier of:
(i) 29th February, 1996 and
(ii) the penultimate day of the
original Crown, Cork and Seal,
Inc. tender offer.
Automatic Exercise: Applicable
Seller's Telephone Number Mr. Jeremy Lock, Associate Director,
and Telex and/or Facsimile Nomura Option International plc,
Number and Contact Nomura House, 1 St. Martin's-le-Grand,
Details for purpose London EC1A 4NP
of Giving Notice: Tel: 0171 320 2119,
Fax: 0171 583 6893
Reference Price: The official closing price per Share
on the Exchange on the Expiration
Date.
Valuation Date: The Exercise Date unless there is a
Market Disruption Event on that day.
If there is a Market Disruption Event
on that day, then the Valuation Date
shall be the first succeeding
Exchange Business Day on which there
is no Market Disruption Event, unless
there is a Market Disruption Event on
each of the five Exchange Business
Days immediately following the
original date that, but for the
Market Disruption Event, would have
been the Valuation Date, in which
case, (i) that fifth Exchange
Business Day shall be deemed to be
the Valuation Date, notwithstanding
the Market Disruption Event, and (ii)
the Calculation Agent shall, in a
commercially reasonable manner,
determine the Closing Price as of the
Valuation Time on the fifth Exchange
Business Day.
Market Disruption Event: The occurrence or existence at any
time on the Exercise Date of any
suspension of or limitation in
trading in the Shares or in listed
options on the Shares (by reason of
movements in price exceeding limits
permitted by the relevant exchange or
otherwise), if, in the determination
of the Calculation Agent, such
suspension or limitation is material.
The Calculation Agent shall as soon
as reasonably practicable under the
circumstances notify the other party
of the existence or occurrence of a
Market Disruption Event on any day
that but for the occurrence of
existence of a Market Disruption
Event would have been a Valuation
Date.
Settlement Terms:
Physical Settlement: Applicable.
Failure to Deliver: Applicable.
Adjustments:
Method of Adjustment: Calculation Agent Adjustment
Extraordinary Events:
Consequence of Merger
Events:
(a) Share-for-Share: New Share Option
(b) Share-for-Other: Alternative Delivery
(c) Share-for-Combined: Alternative Delivery
Nationalization or Cancellation and Payment
insolvency:
Calculation Agent: Seller. Whenever the Calculation
Agent is required to act, it will do
so in good faith, and its
determinations and calculations will
be binding in the absence of manifest
error.
Account Details:
Account for Payments to Bank of America NT & S.A., Paris A/C
Seller: Nomura Bank International plc. London
A/C No. 17693018 in favour of Nomura
Option International plc [A/C No.
48267]
Account for Payments to Morgan Guaranty Trust Company of New
Buyer: York, Paris A/C Salomon Brothers
International Limited A/C
41432859/D1090
Credit Support Document: The guarantee of The Nomura
Securities Co., Ltd.
Governing law: English law
Please confirm that the foregoing correctly sets forth the terms
of our agreement by executing the copy of this Confirmation
enclosed for that purpose and returning it to us.
Yours faithfully,
For and on behalf of
Nomura Option International plc
By: /s/ Yuji Nakashima By: /s/ Karl Rogers
--------------------------- ---------------
Name: Yuji Nakashima Name: Karl Rogers
Title: Director of Administration Title: Associate Director
Confirmed as of the date
first above written:
Salomon Brothers International Limited
By: /s/ Leo Miskelly
---------------------------------
Name: Leo Miskelly
Title: Authorised Signatory
