SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
CROWN CORK & SEAL COMPANY, INC.
(Name of Issuer)
Common Stock, par value $5.00 per share 4.5% Convertible
Preferred Stock, par value $41.8875 per share
(Title of Class of Securities)
Common Stock: 228 255
4.5% Convertible Preferred Stock: 228 255 303
(CUSIP Number)
Michel Renault Copy to: Allan M. Chapin
General Counsel Sullivan & Cromwell
Compagnie Generale d'Industrie 125 Broad Street
et de Participations New York, N.Y. 10004
89 rue Taitbout (212) 558-4000
75009 Paris, France
(011) 331-4285-3000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
September 26, 1996
(Date of Event which Requires Filing of this Statement)
If a 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 this statement [ ]. (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 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 1 of 13 Pages)
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 228 255 (Crown Common Stock)
228 255 303 (Crown Preferred Stock)
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Compagnie Generale d'Industrie et de Participations
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER 0 shares of Crown Common Stock
NUMBER OF 0 shares of Crown Preferred Stock
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 27,809,536 shares of Crown Common Stock
OWNED BY 7,110,300 shares of Crown Preferred Stock
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE 0 shares of Crown Common Stock
PERSON POWER 0 shares of Crown Preferred Stock
WITH -----------------------------------------------------------------
10. SHARED DISPOSITIVE 27,809,536 shares of Crown Common Stock
POWER 7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 27,809,536 shares of Crown Common Stock
7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.95% of Crown Common Stock
57.19% of Crown Preferred Stock
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO; HC
- --------------------------------------------------------------------------------
(Page 2 of 13 Pages)
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 228 255 (Crown Common Stock)
228 255 303 (Crown Preferred Stock)
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marine-Wendel
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
- ------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER 0 shares of Crown Common Stock
NUMBER OF 0 shares of Crown Preferred Stock
SHARES -------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 27,809,536 shares of Crown Common Stock
OWNED BY 7,110,300 shares of Crown Preferred Stock
EACH -------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE 0 shares of Crown Common Stock
PERSON POWER 0 shares of Crown Preferred Stock
WITH -------------------------------------------------------------------
10.SHARED DISPOSITIVE 27,809,536 shares of Crown Common Stock
POWER 7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 27,809,536 shares of Crown Common Stock
7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.95% of Crown Common Stock
57.19% of Crown Preferred Stock
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO; HC
- --------------------------------------------------------------------------------
(Page 3 of 13 Pages)
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 228 255 (Crown Common Stock)
228 255 303 (Crown Preferred Stock)
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Wendel-Participations
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER 0 shares of Crown Common Stock
NUMBER OF 0 shares of Crown Preferred Stock
SHARES ------------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 27,809,536 shares of Crown Common Stock
OWNED BY 7,110,300 shares of Crown Preferred Stock
EACH ------------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE 0 shares of Crown Common Stock
PERSON POWER 0 shares of Crown Preferred Stock
WITH ------------------------------------------------------------------
10.SHARED DISPOSITIVE 27,809,536 shares of Crown Common Stock
POWER 7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 27,809,536 shares of Crown Common Stock
7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.95% of Crown Common Stock
57.19% of Crown Preferred Stock
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO; HC
- --------------------------------------------------------------------------------
(Page 4 of 13 Pages)
<PAGE>
- --------------------------------------------------------------------------------
CUSIP NO. 228 255 (Crown Common Stock)
228 255 303 (Crown Preferred Stock)
================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Societe de Gerance de Valeurs Mobilieres
- --------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [ ]
(b) [ X]
- --------------------------------------------------------------------------------
3. SEC USE ONLY
- --------------------------------------------------------------------------------
4. SOURCE OF FUNDS Not applicable
- --------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)
[ ]
- --------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION France
- --------------------------------------------------------------------------------
7. SOLE VOTING POWER 0 shares of Crown Common Stock
NUMBER OF 0 shares of Crown Preferred Stock
SHARES -----------------------------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER 27,809,536 shares of Crown Common Stock
OWNED BY 7,110,300 shares of Crown Preferred Stock
EACH -----------------------------------------------------------------
REPORTING 9. SOLE DISPOSITIVE 0 shares of Crown Common Stock
PERSON POWER 0 shares of Crown Preferred Stock
WITH -----------------------------------------------------------------
10.SHARED DISPOSITIVE 27,809,536 shares of Crown Common Stock
POWER 7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 27,809,536 shares of Crown Common Stock
7,110,300 shares of Crown Preferred Stock
- --------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES
[ ]
- --------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.95% of Crown Common Stock
57.19% of Crown Preferred Stock
- --------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO; HC
- --------------------------------------------------------------------------------
(Page 5 of 13 Pages)
<PAGE>
This Amendment No. 1, dated September 26, 1996, amends the Schedule 13D
dated February 15, 1996 (the "Schedule 13D"), filed on behalf of Compagnie
Generale d'Industrie et de Participations ("CGIP"), Marine-Wendel
("Marine-Wendel"), Wendel-Participations ("Wendel-Participations") and Societe
de Gerance de Valeurs Mobilieres ("SGVM") (collectively, the "Reporting
Persons"), by adding the following additional information:
Item 4. Purpose of Transaction.
----------------------
The following is hereby added after the last paragraph of Item 4:
On September 26, 1996, the Board of Directors of CGIP, in
furtherance of its strategy of diversifying CGIP's portfolio of
investments, approved, subject to market conditions, the sale by CGIP
of up to 10,637,500 shares of CGIP's Crown Common Stock and 3,450,000
shares of CGIP's Crown Preferred Stock. CGIP is effecting the
dispositions in order to diversify its portfolio of investments. CGIP
will use the proceeds of the offerings to make other investments or
acquisitions, or for other purposes, in each case unrelated to Crown.
CGIP thereafter delivered a notice to Crown pursuant to
Sections 4.2(a) and 4.3(a) of the Shareholders Agreement notifying
Crown of CGIP's intended disposition in an Underwritten Offering, as
such term is defined in the Shareholders Agreement, pursuant to
Section 4.1(b) of the Shareholders Agreement. On the same day, Crown
waived its right of first refusal in respect of such shares of Crown
Common Stock and Crown Preferred Stock pursuant to Sections 4.2(a) and
4.3(a) of the Shareholders Agreement. A copy of the letter pursuant to
which CGIP delivered notice to Crown and Crown waived its right of
first refusal is filed as an exhibit to this Amendment and is
incorporated herein by this reference.
In accordance with Section 5 of the Shareholders Agreement,
Crown filed a registration statement on Form S-3 (the "Registration
Statement") registering for sale to the public up to 10,637,500 shares
of the Crown Common Stock owned by CGIP and up to 3,450,000 shares of
the Crown Preferred Stock owned by CGIP, including, in each case,
shares that may be sold pursuant to over-allotment options to be
granted by CGIP to the underwriters in such offerings. Of the shares
being sold, 8,630,572 shares of Crown Common Stock and 2,781,024
shares of Crown Preferred Stock are being sold by CGIP, and 2,006,928
shares of Crown Common Stock and 668,976 shares of Crown Preferred
(Page 6 of 13 Pages)
<PAGE>
Stock are being sold by Sofiservice. The Registration Statements have
not been declared effective by the Securities and Exchange Commission.
Pursuant to the Shareholders Agreement, CGIP is entitled to
designate up to three persons to be nominated for election as
directors of Crown at each annual meeting of Crown's shareholders,
depending on the amount of Crown's Voting Securities beneficially
owned by CGIP. On February 22, 1996, the Company's Board of Directors
elected Ernest-Antoine Seilliere, Guy de Wouters and Felix G. Rohatyn
to the Company's Board in accordance with this provision. See
"Shareholders Agreement -- Board Representation" in the Schedule 13-D.
After completion of the Offerings, CGIP will continue to have the
right to designate two persons to be nominated for election as
directors of the Company. However, Crown has advised CGIP that it is
not Crown's intention to request the resignation of any of CGIP's
current designees (although Crown has reserved the right to make such
a request at a future date).
CGIP's three current designees are also members of the
Strategic Committee of the Company's Board of Directors, which
currently has six members, and Mr. Seilliere is chairman of the
Strategic Committee. CGIP and Crown have agreed that, following the
Offerings, the Strategic Committee will be made up of six directors,
including two designated by CGIP. Mr. Seilliere will continue to act
as chairman of the Strategic Committee. CGIP has reserved its right,
in accordance with its existing agreements with Crown, to request in
the future that the Strategic Committee be made up of an equal number
of CGIP designees and other directors.
Following the offerings, CGIP will continue to own
10,693,403 shares of Crown Common Stock (representing 8.34% of the
Common Stock outstanding) and 3,660,300 shares of Crown Preferred
Stock (representing 29.44% of the Preferred Stock outstanding), in
each case assuming full exercise of the underwriters' over-allotment
options. Based on Crown Common Shares of 128,207,136 and Crown
Preferred Shares of 12,432,622 outstanding on September 24, 1996, and
assuming full exercise of the underwriters' over-allotment options,
CGIP will have 10.05% of the Total Voting Power of Crown, as such term
is defined in the Shareholders Agreement, following the offerings.
CGIP will continue to have registration rights in respect of its
remaining shares of Crown Common Stock and Crown Preferred Stock.
However, CGIP has agreed with the underwriters in the offerings that
it will not
(Page 7 of 13 Pages)
<PAGE>
sell any of its remaining shares of Crown Common Stock or Crown
Preferred Stock for one year following the offerings. Such agreements
may be waived, however, with the agreement of the underwriters.
Reference is made "Item 4. Purpose of the Transaction" in
the Schedule 13-D with respect to CGIP's intent regarding its
remaining shares of Crown Common Stock and Crown Preferred Stock.
Item 5. Interest in Securities of Issuer.
--------------------------------
The following is hereby added after the first paragraph of Item 5:
On March 13, 1996, CGIP caused Camebo to transfer all of the
2,006,928 shares of Crown Common Stock and 668,976 shares of Crown
Preferred Stock held by Camebo to Sofiservice. Pursuant to a letter,
dated March 8, 1996, Sofiservice has agreed to be bound by the
Shareholders Agreement. A copy of such letter is filed as an exhibit
to this Amendment and is incorporated herein by this reference.
Item 7. Material to be Filed as Exhibits.
---------------------------------
Description Exhibit
----------- -------
Notice, dated as of September 26, 1996, given by A
Compagnie Generale d'Industrie et de Participations
("CGIP") to Crown Cork & Seal Company, Inc. ("Crown")
pursuant to Sections 4.2(a) and 4.3(a) of the Shareholders
Agreement, dated as of February 22, 1996 between CGIP and
Crown (the "Shareholders Agreement") and waiver by Crown
of its right of first refusal pursuant to Sections 4.2(a)
and 4.3(a) of the Shareholders Agreement.
Letter, dated March 8, 1996, from Sofiservice to B
Crown Cork & Seal Company, Inc. ("Crown"), agreeing
to be bound by the terms of the Shareholders Agreement,
dated as of February 22, 1996, between Compagnie
Generale d'Industrie et de Participations and Crown.
(Page 8 of 13 Pages)
<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: September 26, 1996
Compagnie Generale d'Industrie et de Participations
By: /s/ Ernest-Antoine Seilliere
------------------------------------------------
Name: Ernest-Antoine SEILLIERE
Title: Chairman and CEO
Marine-Wendel
By: /s/ Ernest-Antoine Seilliere
------------------------------
Name: Ernest-Antoine SEILLIERE
Title: Chairman and CEO
Wendel-Participations
By: /s/ Louis-Amedee de Moustier
------------------------------
Name: Louis-Amedee de MOUSTIER
Title: Managing Director
Societe de Gerance de Valeurs Mobilieres
By: /s/ Louis-Amedee de Moustier
----------------------------
Name: Louis-Amedee de MOUSTIER
Title: Chairman and CEO
(Page 9 of 13 Pages)
<PAGE>
Exhibit Index
A - Notice, dated as of September 26, 1996, given by Compagnie
Generale d'Industrie et de Participations ("CGIP") to Crown
Cork & Seal Company, Inc. ("Crown") pursuant to Sections
4.2(a) and 4.3(a) of the Shareholders Agreement, dated as of
February 22, 1996 between CGIP and Crown (the "Shareholders
Agreement") and waiver by Crown of its right of first
refusal pursuant to Sections 4.2(a) and 4.3(a) of the
Shareholders Agreement.
B - Letter, dated March 8, 1996, from Sofiservice to Crown Cork & Seal
Company, Inc. ("Crown"), agreeing to be bound by the terms of the
Shareholders Agreement, dated as of February 22, 1996, between Compagnie
Generale d'Industrie et de Participations and Crown.
(Page 10 of 13 Pages)
Exhibit A
[CGIP letterhead]
September 26, 1996
VIA FACSIMILE
- -------------
Alan W. Rutherford
Executive Vice President and
Chief Financial Officer
Crown Cork & Seal Company, Inc.
9300 Ashton Road
Philadelphia, PA 19136
Dear Mr. Rutherford:
In accordance with Sections 4.2 and 4.3 of the Shareholders Agreement,
dated as of February 22, 1996 (the "Shareholders Agreement"), CGIP hereby
requests that Crown register 10,637,500 shares of its Common Stock, par value
$5.00 per share (the "Common Shares"), and 3,450,000 shares of its 4.5%
Convertible Preferred Stock, par value $41.8875 per share (the "Preferred
Shares" and together with the Common Shares, the "Shares"), in connection with a
possible public offering of the Shares (the "Public Offering"). CGIP
acknowledges that this notice shall serve as the written demand for registration
required by Section 5.1 of the Shareholders Agreement and that it has seven
remaining demand registration rights under the Shareholders Agreement.
If the Shares are sold within 120 days of the date hereof in an
Underwritten Offering in accordance with Section 4.1(b), Crown agrees to waive
its right to purchase the Preferred Shares and the Common Shares pursuant to the
terms of Sections 4.2(a) and 4.3(a), respectively.
<PAGE>
Alan W. Rutherford
September 26, 1996
Page 2
Capitalized terms used and not defined herein shall have the meanings
ascribed to them in the Shareholders Agreement. All Section references herein
are to Sections of the Shareholders Agreement.
Please sign in the space indicated below to indicate your agreement
with the foregoing.
Very truly yours,
/s/ Ernest-Antoine Seilliere
----------------------------
Ernest-Antoine Seilliere
cc: William J. Avery
Acknowledged and Agreed: /s/ Alan W. Rutherford
----------------------
Exhibit B
SOFISERVICE
Societe anonyme au capital de 336 120 200 F
Siege social: 89 rue Taitbout - 75009 PARIS
Tel: 42 85 30 00 - Telecopie: 42 80 68 67
Paris, March 8, 1996
CROWN CORK AND SEAL Company, Inc.
9300 Ashton Road
PHILADELPHIA, PA 19136
USA
Dear Sirs,
Sofiservice hereby agrees to be bound by the Shareholders Agreement, dated
February 22, 1996 (an agreed copy of which is attached for identification),
among Crown Cork and Seal Company, Inc., a corporation organized under the laws
of the Commonwealth of Pennsylvania, and Compagnie Generale d'Industrie et de
Participations, a societe anonyme organized under the laws of the Republic of
France ("CGIP") to the same extent as CGIP.
Sofiservice hereby acknowledges that it is a Controlled Affiliate (as such term
is defined in the Shareholders Agreement) of CGIP.
Sincerely yours,
/s/ J-M. Janodet
----------------
J-M. JANODET
Chairman and CEO
cc: Thomas A. Ralph
William G. Lawlor
(Dechert, Price & Rhoads)
Attachment: Agreed copy of the Shareholders Agreement
R.C.S. PARIS B 602 038 614 - SIRET 602 038 614 00023 - APE 741J
