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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
<TABLE>
<CAPTION>
Crown Cork & Seal Finance Crown Cork & Seal Company, Inc.
(Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter)
<S> <C> <C> <C>
Republic of France Not Applicable Pennsylvania 23-1526444
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(State of incorporation (IRS Employer (State of incorporation or (IRS Employer
or organization) Identification No.) organization) Identification No.)
Le Colisee 1, rue Fructidor, 75830 Paris Cedex 17, France 9300 Ashton Road, Philadelphia, PA 19136
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(Address of principal executive offices) (Zip Code) (Address of principal executive offices) (Zip Code)
</TABLE>
If this form relates to the registration of a class of debt securities and
is effective upon filing pursuant to General Instruction A(c)(1) please check
the following box. [X]
If this form relates to the registration of a class of debt securities and
is to become effective simultaneously with the effectiveness of a concurrent
registration statement under the Securities Act of 1933 pursuant to General
Instruction A(c)(2) please check the following box. [_]
<TABLE>
<CAPTION>
Securities to be registered pursuant Securities to be registered pursuant
to Section 12(b) of the Act: to Section 12(b) of the Act:
<S> <C> <C> <C>
Title of each class to be Name of each exchange on which each Title of each class Name of each exchange on which
so registered class is to be registered to be so registered each class is to be registered
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6 3/4 % Notes Due 2003 New York Stock Exchange, Inc. Guarantees of 6 3/4 % Notes
Due 2003 New York Stock Exchange, Inc.
Securities to be registered pursuant Securities to be registered pursuant
to Section 12(g) of the Act: to Section 12(g) of the Act:
None None
</TABLE>
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Page 1 of 4
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Crown Cork & Seal Finance S.A.'s ("Crown France")
6 3/4 % Notes Due 2003 and Crown Cork & Seal Company, Inc.'s ("Crown" and,
together with Crown France, the "Registrants") irrevocable and unconditional
guarantee of such Notes is set forth under the caption "Description of Debt
Securities and Guarantees" in both the Prospectus and the Prospectus Supplement
constituting a part of the Registrants' Registration Statement on Form S-3 (No.
333-16869), as amended, and under the same headings in any form of the
Registrants' Prospectus and Prospectus Supplement filed pursuant to 424(b)(1)
on December 13, 1996, which description is hereby incorporated herein by
reference.
Item 2. Exhibits.
Exhibit Number Description of Exhibit
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3.1 Articles of Association (Status) (English Translation)
(original french version on file with Crown France)
4.1 Form of Indenture, and form of Note, among the Registrants,
Crown Cork & Seal Finance PLC, a public limited company
organized under the laws of England and Wales and The Bank of
New York, a New York banking corporation, as trustee
(previously filed as Exhibit 4.1 to the Registrants'
Current Report on Form 8-K, dated December 17, 1996, and
hereby incorporated herein by reference).
Page 2 of 4
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the Registrants have duly caused this registration statement to be
signed on their behalf by the undersigned, thereto duly authorized.
CROWN CORK & SEAL FINANCE S.A.
By: /s/ Alan W. Rutherford
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Alan W. Rutherford
Chief Financial Officer
and Director
CROWN CORK & SEAL COMPANY, INC.
By: /s/ Alan W. Rutherford
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Alan W. Rutherford
Executive Vice President and
Chief Financial Officer
DATE: December 13, 1996
Page 3 of 4
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EXHIBITS INDEX
Exhibit Number Description
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3.1 Articles of Association (Status) (English Translation)
Page 4 of 4
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CROWN CORK & SEAL FINANCE
Societe anonyme with share capital of FF 250,000
Registered office: 67 rue Arago - 93400 Saint Ouen
Registered at the Bobigny Register of Commerce and Companies as no.
B 352 911 531
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ARTICLES OF ASSOCIATION
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Updated on November 25, 1996
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ARTICLES OF ASSOCIATION
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1-GENERAL PROVISIONS
Article 1
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The company shall be in the form of a societe anonyme [limited liability
corporation].
Article 2
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The company's name shall be CROWN CORK & SEAL FINANCE.
Article 3
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The object of the company shall be, in France and all other countries:
- - to issue debt securities of whatsoever kind, including bonds, debt securities
and other types of securities, and to contract borrowings from banks or other
lenders, with a view to placing some or all of the sums thus raised at the
disposal of the entities in the group to which the company belongs in
connection with treasury operations as defined in article 12-3 of the banking
law of January 24, 1984;
- - to study, form, develop, operate, direct and manage all commercial,
industrial, real estate or financial businesses or undertakings;
- - to acquire, lease or rent with or without promise to sell (purchase option),
construct and operate all factories, workshops, offices and premises;
- - to acquire, manage and operate, in particular under lease with or without
option to purchase, and incidentally, to sell all capital goods, fixed or
mobile equipment or rolling stock, plant and machinery, and all means of
transportation by land, sea or air;
- - to take direct or indirect holdings in all operations or undertakings by
forming companies, establishments or groupings of a real estate, commercial,
industrial or financial nature, by participating in the constitution thereof
or in capital increases of existing companies;
- - to manage portfolios of holdings and negotiable securities and to carry out
related operations;
- - to own and manage all real estate;
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and generally, to carry out any industrial, commercial, financial,
personalty or real estate transactions whatsoever relating directly or
indirectly to the above objects.
Article 4
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The company's registered office shall be at 67 rue Arago, 93400 Saint Ouen.
It may be transferred to any other place in the same department or in an
adjacent department by a simple decision of the Board of Directors,
subject to ratification of this decision by the next Ordinary General
Meeting of the shareholders to be held, and to any other place by a
decision of an Extraordinary General Meeting of the shareholders.
Branches, representative offices and depots may be set up in any place and in
any country by a simple decision of the Board of Directors, which may
subsequently transfer or close them as it sees fit.
Article 5
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The company shall have a term of ninety-nine years from the date of its initial
registration in the Register of Commerce and Companies, saving prior
dissolution or extension for a term of no more than 99 years.
II-SHARE CAPITAL AND SHARES
Article 6
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The company's share capital shall be FF 250,000.
It shall be divided into 2,500 cash shares with a par value of one hundred
francs each.
Article 7
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The shares shall be registered shares only.
The rights of the owners thereof shall be established in accordance with the
legal and regulatory provisions in force.
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ARTICLE 8
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Except in the case of inheritance, liquidation of the joint property of man and
wife or of transfer to a spouse or to an ascendant or descendant, the
transfer of shares to a third party for whatsoever reason shall be subject to
the approval of the Board of Directors.
To this end, as a request for approval indicating the surname, first names and
address of the transferee, the number of shares it is proposed to transfer
and the price offered, shall be sent to the company by registered letter with
return receipt requested. Approval shall be given by notification sent by
registered letter with return receipt requested, or shall be deemed to have
been given in the event of failure to respond within a period of three months
from the request.
If the company does not approve the proposed transferee, the Board of Directors
shall be required, within a period of three months from the notification of
its refusal by letter, to arrange for the shares to be acquired either by a
shareholder or by a third party, or, with the consent of the transferor, by
the company itself with a view to a reduction in the share capital, unless
the transferor notifies the company during the said period of the withdrawal
of his request. In the event that the parties fail to agree, the price of the
shares shall be determined in accordance with the terms stipulated in article
1843-4 of the Civil Code.
If the purchase has not been completed by the end of the aforementioned period,
approval shall be deemed to have been granted. However, this period may be
extended by a court judgement obtained at the company's request.
Article 9
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Each share shall give entitlement to an interest in the ownership of the
company's assets in proportion to the number of shares in issue; in particular,
each share shall give entitlement both during the life of the company and upon
its liquidation to payment of the same net amount in respect of any distribution
or redemption, such that all the shares shall where appropriate be treated as a
single mass, irrespective of any tax exemptions or tax charges liable to be
borne by the company and arising as a result of such redemption of distribution,
all the above to take account if necessary of the par value of the shares and of
the rights attaching to different classes of shares.
Article 10
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Unpaid amounts on shares to be paid up in cash shall be called by the Board of
Directors.
The portion called and the date on which the corresponding amounts are to be
paid shall be brought to the attention of the shareholders either by placing
a notice at least fifteen days in advance in a journal authorized to publish
legal notices in the departement in which the registered office is located,
or by registered letter sent to each of the shareholders subject to the same
notice period.
Any shareholder who fails to pay calls on his shares as they fall due shall
automatically and without prior formal notice become liable to the company
for late payment interest calculated on a daily basis from the date the said
payment falls due, at three points above the legal interest rate.
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The company may in addition sell any shares on which calls have not been met
under the terms stipulated by the law.
The proceeds of such sale, after deducting costs, shall, under the terms
stipulated by the law, be set-off against the remaining liability owed to the
company by the shareholder whose shares have been expropriated, who shall
remain liable for any residual deficit but shall be entitled to receive any
residual gain.
III - THE COMPANY'S GOVERNING BODIES
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Article 11
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The company shall be administered by a Board of Directors made up of at least
three and no more than twelve members.
No more than one-third of the Board members in office may be aged over 70 years.
Any appointment of a Board member in contravention of this rule shall be null
and void.
If the maximum number of Board members aged over 70 years is exceeded, the
oldest Board member shall be deemed to have automatically resigned from
office.
Board members shall hold office for a term of six years. They shall always be
eligible to stand for reelection.
If a seat on the Board becomes vacant between two General Meetings as a result
of death or resignation, the Board of Directors may make provisional
appointments.
If no more than two Board members remain in office, these Board members, or
failing this the statutory auditor(s), must immediately call an Ordinary
General Meeting of the shareholders in order to bring the number of Board
members up to the minimum.
Appointments of Board members made by the Board of Directors shall be subject to
ratification by the next Ordinary General Meeting to be held. Failure to
ratify the appointments shall not invalidate the decisions taken or acts
carried out by the Board of Directors during the intervening period.
A Board member appointed to replace another Board member shall only remain in
office for the remaining term of office of his predecessor.
Each Board member must own at least one share throughout his term of office.
<PAGE>
Article 12
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Board members may be called to meetings of the Board of Directors by any
means, even orally.
Decisions shall be taken in accordance with the conditions as to quorum and
majority stipulated by the law; in the event a tie vote, the Chairman of the
meeting shall have the casting vote.
Copies or extracts of the deliberations of the Board of Directors shall be
validly certified by the Chairman of the Board of Directors, by a Vice-
Chairman, by a managing director, by a Board member to whom the powers of the
Chairman have temporarily been delegated, or by a representative vested with
the appropriate powers.
Article 13
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The Board of Directors shall be vested with comprehensive powers to act in the
name of the company in all circumstances and to take all decisions relating
to all administrative acts and acts of disposition. The Board shall exercise
these powers within the limits imposed by the corporate object and subject to
the powers expressly vested in shareholders' meetings by the law.
Article 14
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The Board of Directors shall elect from among its members a Chairman who must be
a natural person and who shall take responsibility for the general management
of the company.
The Chairman shall cease to hold office when he reaches the age of 65 years.
However, the Chairman shall remain in office until the next Ordinary General
Meeting to be held after the date on which he reaches the age limit.
Subject to the powers expressly vested by the law in shareholders' meetings and
to the powers specifically reserved by the law for the Board of Directors, and
subject to the limits imposed by the corporate object, the Chairman shall be
vested with comprehensive powers to act in the name of the company in all
circumstances.
Article 15
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The Board of Directors may elect from among its members one or two
Vice-Chairman.
The office of Vice-Chairman may only be held by a natural person.
A Vice-Chairman shall be responsible, in the absence of the Chairman, for
calling meetings of the Board of Directors, presiding over the discussions at
such meetings, and chairing shareholders' meetings.
A Vice-Chairman shall cease to hold office when he reaches the age of 65 years.
However, the Vice-Chairman in question shall remain in office until the next
Ordinary General Meeting to be held after the date on which he reaches the age
limit.
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Article 16
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On a proposal from its Chairman, the Board of Directors may appoint a natural
person to assist the Chairman in the role of managing director.
The managing director shall cease to hold office when he reaches the age of 65
years. However, the managing director shall remain in office until the next
Ordinary General Meeting to be held after the date on which he reaches the
age limit.
The managing director may be removed at any time by the Board of Directors on a
proposal from its Chairman; in the event of the death, resignation or removal
of the Chairman, the managing director shall remain in office, unless
otherwise decided by the Board of Directors, until the appointment of a new
Chairman.
The powers and term of office of the managing director shall be determined by
the Board of Directors, in agreement with the Chairman. However, where the
managing director is also a Board member, his term of office as managing
director may not exceed his term of office as a Board member.
The managing director shall have the same powers as the Chairman in dealings
with third parties. He shall also have the authority to bring legal action in
the name of the company.
Two managing directors may be appointed once the share capital reaches five
hundred thousand francs.
Article 17
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The General Meeting may grant Board members as compensation for their duties a
fixed annual sum by way of attendance fees, the total amount of which shall be
included in the general expenses of the company.
The Board of Directors shall distribute this amount among its members as it
sees fit.
Article 18
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The company shall be audited by one or more statutory auditors under the terms
stipulated by the law.
Article 19
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The General Meeting may appoint one or more censors chosen from among those
shareholders who are not Board members. The censors shall be responsible for
ensuring that the Articles of Association are strictly adhered to. They shall
be called to meetings of the Board of Directors, at which they shall be present
in a consultative capacity. They shall examine the list of assets and
liabilities and the annual accounts, and shall if they consider it necessary
present their findings on this subject to the General Meeting of the
shareholders.
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Article 20
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General Meetings shall be called under the terms stipulated by the law.
Meetings shall be held at the registered office or at any other place specified
in the notice of the meeting.
The right to attend meetings shall be subject to the registration of shares in
the name of the shareholder in the books of the company, in accordance with
the legal and regulatory provisions in force, at least five days before the
date on which the meeting is held.
Meetings shall be chaired by the Chairman of the Board of Directors, or in his
absence by the Vice-Chairman, or otherwise by a Board member specifically
authorised for this purpose by the Board of Directors. Failing this, the
meeting shall elect its own chairman.
The office of teller shall be filled by the two members of the meeting with the
largest number of votes agreeing to act in this capacity.
The chairman of the meeting and the tellers shall appoint a secretary, who need
not be a shareholder.
An attendance register shall be kept in accordance with the terms stipulated by
the law.
Copies or extracts of minutes of meetings shall be validly certified by the
Chairman of the Board of Directors, by a Vice-Chairman, by a Board member to
whom the powers of the managing director have temporarily been delegated, or
by the secretary to the meeting.
Article 21
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Ordinary and Extraordinary General Meetings voting in accordance with the
conditions as to quorum and majority stipulated by the respective provisions
which govern each of them shall exercise the powers attributed to them by the
law.
IV - COMPANY ACCOUNTS AND ALLOCATION OF RESULTS
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Article 22
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Each financial year shall last for twelve months, commencing on the first of
July and ending on the thirtieth of June.
Exceptionally, the first financial year shall run from the date on which the
company is initially registered to the thirtieth of June 1990.
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Article 23
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The results for the financial year shall be determined in accordance with the
legal and regulatory provisions in force.
At least 5% shall be appropriated from the net profit for the financial year,
net of any losses brought forward from previous financial years, in order to
constitute the reserve required by the law. This appropriation shall cease to
be compulsory once the balance on the reserve has reached one-tenth of the
share capital.
The General Meeting may dispose of the surplus as it sees fit and, on a proposal
from the Board of Directors, either carry forward some or all of it as
retained earnings, or appropriate some or all of it to the constitution of
contingency funds or of extraordinary or special reserves of whatsoever
description. It may also decide to distribute some or all of it.
V - DISSOLUTION
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Article 24
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Upon the expiration of the company or in the event of its early dissolution,
the General Meeting shall decide upon the method of liquidation and appoint
one or more liquidators, whose powers shall be determined by the General
Meeting and who shall discharge their duties in accordance with the law.
VI - DISPUTES
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Article 25
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All disputes which arise during the life of the company or its liquidation,
either among shareholders or between the company and the shareholders,
concerning the interpretation or performance of the present Articles of
Association or on the subject of the company's affairs generally shall be
submitted to the jurisdiction of the competent courts of the locality in which
the registered office is situated.
To this end, any shareholder must in the event of a dispute elect to be
resident at an address within the jurisdiction of the competent court of
the locality in which the registered office is situated, and all summonses and
notices delivered to such address shall be held to have been properly served.
In the event of failure to elect residence, summonses and notices shall be
validly served if delivered to the public prosecutor's department attached to
the district court of the locality in which the registered office is situated.
[SEAL APPEARS HERE]
