<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 28, 1995
Crown Cork & Seal Company, Inc.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 1-2227 23-1526444
- ----------------- ----------- ------------------
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9300 Ashton Road, Philadelphia, PA 19136
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 698-5100
--------------
<PAGE>
Item 5. Other Events.
------------
In connection with the Registrant's proposed exchange offer (as described
in the Registrant's Registration Statement on Form S-4, as amended (No.
33-64167)) for each outstanding share of CarnaudMetalbox, a societe anonyme
organized under the laws of the Republic of France, the Registrant has filed the
exhibits set forth in Item 7(c) hereof, which are hereby incorporated by
reference in this Form 8-K.
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<PAGE>
Item 7(c). Exhibits.
--------
2.1 Letter Agreement, dated December 28, 1995, between Crown Cork & Seal
Company, Inc. and Compagnie Generale d'Industrie et de
Participations.
15.1 "Awareness Letter" of Price Waterhouse LLP.
99.1 Form of Acceptance for holders of CarnaudMetalbox Certificates of
Registration.
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<PAGE>
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CROWN CORK & SEAL COMPANY, INC.
By /s/ Alan W. Rutherford
--------------------------------
Executive Vice President
Chief Financial Officer
Date: January 2, 1996
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<PAGE>
EXHIBIT INDEX
Exhibit No.,
As provided Page in
in Item 601 Sequentially
Exhibit Number Description Numbered Copy
- -------------- ----------- -------------
2.1 Letter Agreement dated December 28,
1995 between Crown Cork & Seal Company,
Inc. and Compagnie Generale d'Industrie
et de Participations.
15.1 "Awareness Letter" of Price Waterhouse LLP.
99.1 Form of Acceptance for holders of
CarnaudMetalbox Certificates of
Registration.
<PAGE>
Exhibit 2.1
CROWN CORK & SEAL COMPANY, INC.
9300 ASHTON ROAD
PHILADELPHIA, PA 19136
Compagnie Generale d'Industrie et
de Participations
89, rue Taitbout
75009 Paris, France
Gentlemen:
Reference is made to the Exchange Offer Agreement dated as of May 22, 1995,
as amended as of November 13, 1995 (the "Exchange Offer Agreement"), between
Crown Cork & Seal Company, Inc. ("Crown") and Compagnie Generale d'Industrie et
de Participations ("CGIP"). This letter amends the Exchange Offer Agreement as
set forth herein. Capitalized terms used but not otherwise defined herein have
the meanings ascribed thereto in the Exchange Offer Agreement.
Section 1(h) of the Exchange Offer Agreement is hereby amended and restated
in its entirety as follows:
"Company Options. Subject to applicable law and regulation, and
---------------
subject to the terms of the Company's employee stock options
outstanding on the date of this Agreement, and the New Options and the
1994 Options to the extent issued in accordance with this Agreement
(the outstanding options, the New Options and the 1994 Options are
collectively referred to as the "Outstanding Options"), on the
Commencement Date, Crown shall make an irrevocable offer to each
holder of Outstanding Options in the categories specified in (i) and
(ii) below, subject in all cases to successful completion of the
Offer, and evidenced solely by delivery by Crown of a letter addressed
to Company option holders at the Company's headquarters at 153, rue de
Courcelles, 75817 Paris FRANCE c/o Chief Financial Officer, to settle
such holder's Outstanding Options (or in the case of clause (ii)
below, the shares of Common Stock received upon exercise of such
Outstanding Options) in such categories, as follows:
(i) For each Outstanding Option that (a) is outstanding on the
<PAGE>
Commencement Date and (b) was granted less than three years prior
to the expiration date of the Offer period (other than in the
limited case where no three year non-exercisability period
applied to such option), Crown will offer the holder a cash
indemnity in exchange for the termination of the holder's rights
under such option, which cash indemnity shall be in an amount
equal to the difference between the Cash Election Price and the
exercise price of the applicable option; provided that the cash
indemnity will in no event exceed the amount specified above and
no payment shall be made for taxes, social contributions or other
costs; and
(ii) For each Outstanding Option that (a) is outstanding on the
Commencement Date, (b) is held by a person who is a French tax
resident as of the Commencement Date and (c) was granted at least
three years but less than five years prior to the expiration date
of the Offer period (or granted less than five years prior to the
expiration date of the Offer period in the limited case where no
three year non-exercisability period applied to such option),
Crown will offer the holder the right to "put" the shares of
Common Stock received upon exercise of such Outstanding Option in
accordance with its terms to Crown, free and clear of any lien or
other encumbrance, at a price per share of Common Stock so
received equal to the Cash Election Price plus interest
calculated at a rate equal to 6% per annum (subject to adjustment
as described below) calculated from and including the expiration
date of the Offer period until but excluding the date the
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<PAGE>
shares of Common Stock received upon exercise of the applicable
option are purchased by Crown. The interest rate described above
shall be automatically increased by 1% or decreased by 1%, as
appropriate, from time to time by 1% at any one time whenever the
difference between the then current interest rate hereunder and
the then current six-month LIBOR rate is 1%. The put right may be
exercised only with respect to the number of shares of Common
Stock which the holder would be entitled to receive upon exercise
of the options as of the Commencement Date, and no adjustment
shall be given effect following the Commencement Date with
respect to any anti-dilution provisions of the plans under which
the applicable options were granted. The foregoing put right will
terminate with respect to a share of Common Stock received upon
exercise of an Outstanding Option 90 days following the earlier
of the date of exercise of such Outstanding Option after the
Commencement Date and the fifth anniversary of the date of grant
of the applicable option.
Subject to compliance with the foregoing, nothing herein shall limit
Crown's ability to restrict or terminate any Outstanding Options to
the extent agreed between Crown and the holder of such Outstanding
Options or any other Outstanding Options.
Except as specifically amended hereby, the remaining provisions of the
Exchange Offer Agreement shall remain in full force and effect.
-3-
<PAGE>
Please indicate your agreement with the foregoing by signing the enclosed
copy of this letter in the space indicated below and returning such copy to the
undersigned.
Sincerely,
CROWN CORK & SEAL COMPANY, INC.
By: /s/ A.W. Rutherford
-------------------------------
Accepted and Agreed:
COMPAGNIE GENERALE D'INDUSTRIE ET
DE PARTICIPATIONS
By: /s/ Ernest-Antoine Selliere
-------------------------------
Date: December 28, 1995
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<PAGE>
Exhibit 15.1
January 2, 1996
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We are aware that Crown Cork & Seal Company, Inc. will include our report dated
December 13, 1995 (issued pursuant to the provisions of Statement on Standards
for Attestation Engagements, "Reporting on Pro Forma Financial Information") in
the Prospectus Supplement to be filed on or about January 3, 1996, supplementing
the Prospectus constituting part of its Registration Statement on Form S-4 (No.
33-64167) as amended on November 14, 1995. We are also aware of our
responsibilities under the Securities Act of 1933.
Yours very truly,
/s/ Price Waterhouse LLP
<PAGE>
Exhibit 99.1
-----------------------------------------------
FOR USE ONLY BY HOLDERS
OF CERTIFICATES OF REGISTRATION IN RESPECT OF
CARNAUDMETALBOX SHARES
-----------------------------------------------
THIS DOCUMENT IS IMPORTANT AND REQUIRES YOUR IMMEDIATE ATTENTION. IF YOU ARE
IN ANY DOUBT AS TO THE ACTION TO BE TAKEN, PLEASE SEEK ADVICE FROM YOUR OWN
STOCKBROKER, BANK MANAGER, SOLICITOR, ACCOUNTANT OR OTHER INDEPENDENT ADVISER
DULY AUTHORISED UNDER THE FINANCIAL SERVICES ACT 1986 IMMEDIATELY.
If you have sold or transferred all your Certificate(s) of Registration in
respect of CarnaudMetalbox Shares please hand this Form of Acceptance and all
of the accompanying documents to the purchaser or transferee, or to the
stockbroker, bank or other agent through or to whom the sale or transfer was
effected, for transmission to the purchaser or the transferee. However, such
documents should not be forwarded or transmitted in or into Japan, Canada,
Australia or the Republic of France. Where the Offer Memorandum of Crown
accompanies this Form, the Offer Memorandum should not be forwarded or
transmitted in or into the United States of America.
Information relating to Crown Cork & Seal Company, Inc. and full details of
the Offer to which this Form of Acceptance relates are contained in the
enclosed Prospectus of Crown ("Prospectus") and the Prospectus Supplement of
Crown ("Prospectus Supplement"). The information contained in this document
is derived from the Prospectus and is in summary form. It is to be read
together with the Prospectus.
Terms used in this Form are defined in the Prospectus and Prospectus
Supplement unless the context otherwise requires.
DO NOT USE THIS FORM IN RESPECT OF ANY CARNAUDMETALBOX SHARES WHICH YOU HOLD
IN BEARER OR UNCERTIFICATED REGISTERED FORM. PLEASE REFER TO "TENDER
PROCEDURES" ON PAGES S-4 TO S-7 OF THE PROSPECTUS SUPPLEMENT.
- --------------------------------------------------------------------------------
COMPLETE THIS
FORM OF ACCEPTANCE
TO ACCEPT THE CROWN CORK & SEAL COMPANY, INC. OFFER
- --------------------------------------------------------------------------------
ACTION TO BE TAKEN TO ACCEPT THE OFFER
Please read pages 4 and 6 of this Form and complete and sign page 5
AND THEN
send the completed Form (accompanied by your Certificate(s) of Registration
and/or other document(s) of title) by post or by hand to New Issues
Department, Barclays Registrars, P.O. Box 166, Bourne House, 34 Beckenham
Road, Beckenham, Kent BR3 4TH or deliver it by hand only to Barclays
Registrars, 8 Angel Court, Throgmorton Street, London EC2 in either case as
soon as possible and in any event so as to arrive
NOT LATER THAN 10.59 P.M. LONDON TIME (WHICH IS 11.59 P.M. PARIS TIME
---------------------------------------------------------------------
AND 5.59 P.M. NEW YORK CITY TIME) ON 1 FEBRUARY 1996 (THE TIME AND
------------------------------------------------------------------
DATE BEING THE "EXPIRATION DATE").
----------------------------------
A reply-paid envelope is enclosed for your use.
If your Certificate(s) of Registration and/or other document(s) of title
is/are not readily available or is/are lost, the completed Form should
nevertheless be delivered as stated above and document(s) of title forwarded
as soon as possible thereafter as referred to in "Notes Regarding the
Completion and Lodging of this Form" on page 4.
IF, HAVING DECIDED ON WHAT ACTION YOU WISH TO TAKE, HOLDERS OF CERTIFICATES
OF REGISTRATION HAVE ANY QUESTIONS AS TO HOW TO COMPLETE OR RETURN THIS FORM
OR REQUIRE ADDITIONAL COPIES OF THIS FORM, PLEASE CONTACT NEW ISSUES
DEPARTMENT, BARCLAYS REGISTRARS, P.O. BOX 166, BOURNE HOUSE, 34 BECKENHAM
ROAD, BECKENHAM, KENT BR3 4TH (TELEPHONE: 0181 639 2152 FOR PERSONS IN THE
UNITED KINGDOM AND +44 181 639 2152 FOR PERSONS OUTSIDE THE UNITED KINGDOM).
- --------------------------------------------------------------------------------
<PAGE>
Page 2
TERMS AND CONDITIONS OF ACCEPTANCE OF THE OFFER
1. None of Crown, Societe Generale Strauss Turnbull Securities Limited, CS
First Boston Limited or Barclays Registrars or their respective affiliates
will be under any duty to give notification of any defect or irregularities
in any acceptance or instructions or in any withdrawal of acceptance or
instructions given by holders of Certificates of Registration or will incur
any liability for failure to give any such notification.
2. No acknowledgement of the receipt by Barclays Registrars of any Forms of
Acceptance, Certificates of Registration or other documentation will be
given. All communications, documents, certificates and remittances to be
delivered by or sent to or from holders of Certificates of Registration (or
their designated agents) will be delivered by or sent to or from those
holders (or their designated agents) at their own risk.
3. The failure of any person to receive a copy of this Form, the Prospectus,
the Prospectus Supplement or any other documentation relating to the Offer
shall not invalidate any aspect of the Offer or any acceptance thereof.
4. If the Offer is completed, the SBF will convert CarnaudMetalbox Shares in
registered form (which will include those represented by Certificates of
Registration) in respect of which the Offer is accepted into bearer form.
Holders of Certificates of Registration need not request Barclays
Registrars to convert the CarnaudMetalbox Shares represented by their
Certificates of Registration into bearer form. If the Offer is completed,
such conversion will be effected by the SBF automatically. Any conversion
prior to the publication by the SBF of the avis de resultat (or closing
notice) for the Offer by a holder of Certificate(s) of Registration to
bearer form will result in the Certificate(s) of Registration being
cancelled and the shares represented by those Certificate(s) being held
through a designated Intermediary at which point this Form must no longer
be used in respect of such shares. This will also result in the loss of
double voting rights, if any, with respect to such shares represented by
the cancelled Certificate(s) at the time of the conversion whether or not
the Offer is completed.
5. If Forms of Acceptance are not completed or despatched in all respects in
accordance with the instructions, the right is reserved to treat as valid
in whole or in part any such acceptance. The Offer Consideration will not
be despatched until the Certificate(s) of Registration or other document(s)
of title or indemnity satisfactory to Barclays Registrars has/have been
received.
6. Acceptances given to Barclays Registrars in respect of the Offer or
elections as to cash or Units may be cancelled at any time on or prior to
the Expiration Date. Following the Expiration Date, all acceptances not
previously withdrawn, including the election as to cash or Units in the
Offer, are irrevocable.
For withdrawal of an acceptance to be effective, a written notice of
withdrawal of acceptance must be received not later than the Expiration
Date by Barclays Registrars in the manner and at one of the addresses set
out on the front cover of this Form. The notice must specify the name of
the registered holder of the Certificate(s) and the number of
CarnaudMetalbox Shares to be withdrawn and be signed by the registered
holder of the Certificate(s) or any person who is, at the date of
withdrawal, authorised in the manner referred to in Notes 1 and 3 in the
section headed "Notes Regarding The Completion And Lodging Of This Form" on
page 4 together with the relevant authorising documents, unless previously
lodged.
In the event of publication of a notice of suspension of trading of
CarnaudMetalbox Shares on the Paris Stock Exchange by the SBF as a result
of the filing with the CBV of a competing offer for CarnaudMetalbox Shares,
any acceptance made in accordance with this Form of Acceptance will be
automatically revoked and cancelled, and any holder of Certificate(s) of
Registration who desires, following publication of notice of such competing
offer, to accept the Offer in respect of their CarnaudMetalbox Shares
represented by Certificate(s) of Registration will be required to submit a
new Form of Acceptance to Barclays Registrars.
7. Notwithstanding that no Certificate(s) of Registration and/or other
document(s) of title is/are delivered in respect of it, a duly completed
Form of Acceptance (1) executed under seal or as a deed and endorsed on
behalf of the London Stock Exchange Limited to the effect that the
Certificate(s) of Registration to which it refers are the whole or part of
a holding registered in the name of SEPON Limited and/or are Certificate(s)
of Registration of which SEPON Limited is unconditionally entitled
immediately to become the registered holder, or (2) executed by any other
person(s) and endorsed on behalf of the London Stock Exchange Limited to
the effect that such person(s) is/are unconditionally entitled immediately
to become the registered holder(s) of the Certificate(s) of Registration to
which it refers and that one or more TALISMAN transfer(s) in favour of such
person(s) in respect thereof is/are in the course of registration, shall be
treated by Barclays Registrars as an acceptance valid in all respects on
the date of its actual receipt.
8. If the Offer is not completed, Forms of Acceptance, Certificates of
Registration and/or other document(s) of title will be returned by post
within 28 days of the publication by the SBF of the avis de resultat, at
the risk of the person entitled thereto, without any interest or other
compensation to the person or agent whose name and address is set out in
Box 6 of the Form of Acceptance, or, if none is set out, to the first named
holder at his registered address.
9. References in this Form and in the section in the Prospectus Supplement on
pages S-4 to S-7 headed "Tender Procedures" to a CarnaudMetalbox
shareholder, holder of CarnaudMetalbox Shares or holder of Certificate(s)
of Registration shall include references to the person or persons executing
a Form of Acceptance and in the event of more than one person executing
such document the provisions of this Form and those sections shall apply to
them jointly and to each of them.
10. All powers of attorney and authorities on the terms conferred by or
referred to in this Form of Acceptance are given by way of security for the
performance of the obligations of the holders of Certificates of
Registration concerned and are irrevocable in accordance with section 4 of
the Powers of Attorney Act 1971 of the United Kingdom (except in the
circumstances where a donor validly withdraws his acceptance of the Offer
and subject to the provisions set out in the sections in the Prospectus on
pages 102 and 105 respectively headed "Extension, Termination and
Amendment" and "Rights of Tendering Shareholders to Cancel Acceptance of
Offer" and the provisions set out in the section in the Prospectus
Supplement on pages S-1 and S-2 headed "General").
11. This Form of Acceptance and the procedure for acceptance are governed by
the laws of England. The Offer is governed by the laws of the Republic of
France. The Offer is also subject to all applicable laws of the United
Kingdom and the United States of America.
12. Neither this Form nor any of the accompanying documents constitutes an
offer to exchange or sell or a solicitation of an offer to exchange or
purchase securities in any jurisdiction in which or to any person to whom
it would be unlawful to make such offer or solicitation. The Offer is not
being made by means of any such documents in any jurisdiction in which the
making of the Offer by means of any such documents or acceptance thereof
would not be in compliance with the laws of such jurisdiction. It is the
responsibility of any person outside the United Kingdom, the Republic of
France and the United States of America wishing to accept the Offer to
satisfy himself as to the full observance of the laws of any relevant
jurisdiction, including the obtaining of any governmental or other consents
which may be required and observing any other formalities in such
jurisdiction, and to pay any issue, transfer or other taxes required to be
paid in such jurisdiction.
13. The dates and times referred to in this Form may be altered by Crown in
accordance with the terms of the Offer from time to time. Your attention is
drawn to the section in the Prospectus on page 102 headed "Extension,
Termination and Amendment" and the section in the Prospectus Supplement on
pages S-1 to S-2 headed "General".
<PAGE>
Page 3
14. Each holder of Certificate(s) of Registration by whom, or on whose behalf,
this Form of Acceptance is executed irrevocably requests, undertakes,
represents and warrants to and agrees with Crown and Barclays Registrars
(so as to bind such holder and such holder's personal representatives,
heirs, successors and assigns) (subject to the provisions set out in the
sections in the Prospectus on pages 102 and 105 respectively headed
"Extension, Termination and Amendment" and "Rights of Tendering
Shareholders to Cancel Acceptance of Offer" and the section in the
Prospectus Supplement on pages S-1 and S-2 headed "General") to the
following effect:-
(1) that the execution of this Form of Acceptance shall constitute:-
(i) an authority and request to Barclays Registrars to instruct
Demachy to accept the Offer in respect of the number of
CarnaudMetalbox Shares inserted or deemed to be inserted in Box 1
of this Form of Acceptance ("Relevant Shares") for the
consideration specified by completion of Box 1 (and, where
applicable, Box 2) of this Form and to do all such other acts and
things as may in the opinion of Barclays Registrars and/or
Demachy (and/or another Intermediary selected by Crown) be
necessary or expedient for the purposes of, or in connection
with, the acceptance of the Offer and the matters referred to in
this Form and to vest in Crown or as it may direct the Relevant
Shares; and
(ii) an undertaking to execute any further documents and give any
further assurances which may be required to enable Barclays
Registrars and/or Crown to obtain the full benefit of the terms
comprised in this Form of Acceptance and/or to perfect any of the
authorities expressed to be given hereunder,
on and subject to the terms and conditions set out or referred to in
this Form of Acceptance, the Prospectus and the Prospectus Supplement;
(2) that Barclays Registrars shall, subject to the Offer being completed,
cancel Certificate(s) of Registration in respect of the Relevant
Shares, notwithstanding that such Certificate(s) of Registration may
not have been delivered to Barclays Registrars by the Expiration Date;
(3) that he will deliver to Barclays Registrars his Certificate(s) of
Registration and/or other document(s) of title in respect of the
Relevant Shares, or an indemnity acceptable to Barclays Registrars in
lieu thereof, as soon as possible and in any event by the Expiration
Date;
(4) that the Certificate(s) of Registration are held fully paid and free
and clear from all liens, charges, equitable interests, encumbrances,
rights of pre-emption and any other third party rights of any nature
whatsoever and together with all rights attaching thereto on or after
the settlement date of the exchange or purchase of CarnaudMetalbox
Shares in respect of which the Offer is accepted and not validly
withdrawn for the Offer Consideration, including the right to receive
and retain all dividends and other distributions declared, made or
paid on such date or thereafter;
(5) that the execution of this Form of Acceptance constitutes the
irrevocable separate appointment of any of William J Avery, Alan W
Rutherford and Richard L Krzyzanowski, officers of Crown, as the
attorney and/or agent (each separately and together the "attorney") of
the holder of the Certificate(s) of Registration and an irrevocable
instruction to the attorney to execute all such documents and to do
all such acts and things as may in the opinion of the attorney be
necessary or expedient for the purposes of, or in connection with, the
acceptance of the Offer and the matters referred to in this Form and
to vest in Crown or as it may direct the Relevant Shares as aforesaid;
(6) that the execution of this Form of Acceptance constitutes an agreement
to ratify each and every act or thing which may be done or effected by
the attorney referred to in the preceding sub-paragraph in the proper
exercise of any of his powers and/or authorities pursuant to this
Form;
(7) that, if this Form is signed on behalf of somebody else, the signatory
has due authority to do so and such person will be bound accordingly;
(8) that the execution of this Form constitutes, subject to the Offer
being completed and to the accepting holder of Certificate(s) of
Registration not having validly withdrawn his acceptance of the Offer,
an irrevocable authority and request:
(i) (to the extent than an election for Units is made) to Barclays
Registrars to request that Demachy (or another Intermediary
selected by Crown) holds in an account with SICOVAM (Societe
interprofessionnelle pour la compensation des valeurs mobilieres)
any Crown Common Stock and Crown Acquisition Preferred Stock to
which an accepting holder of Certificate(s) of Registration
becomes entitled pursuant to his acceptance of the Offer; and/or
(ii) (to the extent that an election for cash is made) to Barclays
Registrars or their agents to procure the despatch by first class
post (in the case of holders of Certificates of Registration with
registered addresses in the United Kingdom) and by air mail (in
the case of holders of Certificates of Registration with
registered addressses outside the United Kingdom) of the
remittance for the cash.
No consideration will be sent to addresses in Japan, Canada or
Australia;
(9) that, subject to the Offer being completed, after the settlement date
of the exchange or purchase of CarnaudMetalbox Shares in respect of
which the Offer is accepted and not validly withdrawn for the Offer
Consideration, the execution of this Form by a holder of
Certificate(s) of Registration shall constitute an authority to
Barclays Registrars or its agents to send any notice, circular, proxy,
warrant or other document or communication or dividend payment which
relates to the Relevant Shares to Crown or as it may direct;
(10) that the terms and conditions of the Offer shall be incorporated in
and form part of this Form, which shall be read and construed
accordingly;
(11) that the terms, provisions, notes regarding completion and lodging of
this Form, instructions and authorities contained in or deemed to be
incorporated by reference in this Form constitute part of the terms on
which holders of Certificates of Registration instruct Barclays
Registrars;
(12) that (if he is outside the United Kingdom, the Republic of France and
the United States of America) in connection with his instructions to
Barclays Registrars pursuant to this Form of Acceptance, he (and the
persons on whose behalf he is applying) has complied with and observed
the laws of all relevant jurisdictions, obtained any requisite
governmental or other consents which may be required, complied with
all requisite formalities and paid any issue, transfer or other taxes
due in connection with the acceptance in any relevant jurisdiction and
that he has not taken any action which will or may result in Crown or
Barclays Registrars acting in breach of the regulatory or legal
requirements of any relevant jurisdiction in connection with the Offer
or his acceptance;
(13) that he (i) has not received or sent copies of this document or any
related documents in, into or from Japan, Canada or Australia; (ii) is
accepting the Offer from outside Japan, Canada and Australia; and
(iii) is not an agent or fiduciary acting on a non-discretionary basis
for a principal, unless such agent or fiduciary is an authorised
employee of such principal or such principal has given any
instructions with respect to the Offer from outside Japan, Canada and
Australia;
(14) that if he is accepting the Offer from within the Republic of France,
he has received the note d'information jointly filed by Crown and
CarnaudMetalbox with the Commission des operations de bourse with
respect to the Offer;
(15) that if he is accepting the Offer from within the United States of
America, he has received the Prospectus and the Prospectus Supplement;
and
(16) that if he is accepting the Offer from within the United Kingdom, he
has received the documents stated to be enclosed with the Offer
Memorandum of Crown accompanying this Form.
<PAGE>
Page 4
NOTES REGARDING THE COMPLETION AND LODGING OF THIS FORM
IN ORDER TO BE EFFECTIVE THIS FORM OF ACCEPTANCE MUST, EXCEPT AS MENTIONED
BELOW, BE SIGNED PERSONALLY BY THE REGISTERED HOLDER OF THE CERTIFICATE(S) OF
REGISTRATION OR, IN THE CASE OF A JOINT HOLDING, BY ALL THE JOINT HOLDERS.
In order to avoid delay and inconvenience to yourself, the following points
may assist you:
1. If a Holder is Away From Home (e.g. abroad or on holiday)
Send this Form by the quickest means (e.g. air mail) to the holder for
execution or, if he has executed a power of attorney, have this Form signed
by the attorney. In the latter case the power of attorney (or a copy
thereof duly certified in accordance with the Powers of Attorney Act 1971)
must be lodged with this Form for noting. No other signatures are
acceptable. Do not send this Form to Japan, Canada or Australia.
2. If You Have Sold or Transferred All Your Certificate(s) of Registration in
Respect of Carnaudmetalbox Shares
You should at once pass this Form to the purchaser or transferee or the
stockbroker, bank or other agent through or to whom the sale was effected
for transmission to the purchaser or transferee. Do not send this Form to
Japan, Canada, Australia or the Republic of France. Where the Offer
Memorandum of Crown accompanies this Form, such Offer Memorandum should not
be forwarded or transmitted in or into the United States of America.
3. If the Sole Holder Has Died
If grant of probate or letters of administration has/have been registered
with Barclays Registrars, this Form must be signed by the personal
representative(s) of the deceased and lodged with Barclays Registrars in
the manner and at the addresses referred to on page 1, together with the
Certificate(s) of Registration and/or other document(s) of title. If grant
of probate or letters of administration have not been registered with
Barclays Registrars the personal representative(s) or the prospective
personal representative(s) should sign this Form and forward it with the
Certificate(s) of Registration or other document(s) of title. However, the
grant of probate or letters of administration must be lodged before the
consideration due can be forwarded to the personal representative(s).
4. If One of the Holders in a Joint Account Has Died
This Form must be signed by the surviving holder(s) and lodged with
Barclays Registrars accompanied by the death certificate, grant of probate
or letters of administration in respect of the deceased holder, together
with the Certificate(s) of Registration and/or other document(s) of title.
5. If Any Certificate(s) of Registration is/are Held By Your Bank, Stockbroker
or Other Agent or is/are Not Readily Obtainable
If the Certificate(s) is/are held by a bank, stockbroker or other agent,
complete this Form and deliver it to your bank, stockbroker or other agent
for lodging with Barclays Registrars, accompanied by the Certificate(s) as
soon as possible thereafter, so as to arrive by the Expiration Date.
If the Certificate(s) is/are not readily obtainable, send this Form duly
completed to Barclays Registrars, together with a note saying, e.g.
"Certificate(s) to follow", and arrange for the Certificate(s) to be
forwarded to Barclays Registrars as soon as possible thereafter, so as to
arrive by the Expiration Date.
6. If Any Certificate(s) of Registration Has Been Lost
Complete this Form and lodge it, together with any Certificate(s) which are
available, with Barclays Registrars together with a note requesting
Barclays Registrars to send you a letter of indemnity for completion in
accordance with the instructions given. When completed, the letter of
indemnity must be lodged with Barclays Registrars in support of this Form.
7. If Your Name or Other Particulars are Shown Incorrectly on the
Certificate(s) of Registration
EXAMPLES:
(a) Name on the Certificate(s)...............James Smith
Correct name........................James John Smith
Complete this Form with the correct name and lodge it accompanied by a
letter from your bank, stockbroker or solicitor confirming that the
person described on the Certificate(s) and the person who signed this
Form are one and the same;
(b) Incorrect address on the Certificate(s)
Write the correct address on this Form; or
(c) Change of name
If you have changed your name, lodge your marriage certificate or the
deed poll with this Form for noting.
THE CONSIDERATION DUE TO YOU UNDER THE OFFER CANNOT BE SENT TO YOU UNTIL ALL
RELEVANT DOCUMENTS HAVE BEEN PROPERLY COMPLETED AND LODGED WITH BARCLAYS
REGISTRARS. NOTWITHSTANDING THAT NO CERTIFICATE(S) AND/OR OTHER DOCUMENT(S) OF
TITLE IS/ARE DELIVERED WITH THE FORM OF ACCEPTANCE, SUCH FORM, IF OTHERWISE
VALID, ACCOMPANIED BY THE APPROPRIATE ENDORSEMENT OR CERTIFICATION SIGNED ON
BEHALF OF THE LONDON STOCK EXCHANGE LIMITED OR BARCLAYS REGISTRARS WILL BE
TREATED AS A VALID ACCEPTANCE OF THE OFFER FOR ALL PURPOSES.
Further copies of this Form and the accompanying documents are available while
the Offer remains open for acceptance from Barclays Registrars by telephoning
the number referred to on page 1 of this Form or by a request in writing
addressed to New Issues Department, Barclays Registrars, P.O. Box 166, Bourne
House, 34 Beckenham Road, Beckenham, Kent BR3 4TH.
<PAGE>
Page 5
PLEASE COMPLETE IN ACCORDANCE WITH THE INSTRUCTIONS ON PAGES 4 AND 6
THEN DETACH THIS PAGE AND LODGE WITH BARCLAYS REGISTRARS AS INSTRUCTED.
IF ANY AMENDMENTS ARE MADE ALL HOLDERS MUST INITIAL THEM
- -------------------------------------------------------------------------------
[1] TO ACCEPT THE OFFER BOX [1]
COMPLETE BOXES [1] AND [4] AND SIGN BOX [3] BELOW.
CarnaudMetalbox
Please also complete Boxes [5] and [6] as necessary. Shares
[Symbol Appears Here]
-----------------
- -------------------------------------------------------------------------------
[2] TO ELECT FOR THE CASH ELECTION PRICE BOX [2]
HAVING COMPLETED BOXES [1] and [4], COMPLETE BOX CarnaudMetalbox
[2] and Shares
SIGN BOX [3] BELOW. -----------------
Please also complete Boxes [5] and [6] as necessary.
[Symbol Appears Here]
- -------------------------------------------------------------------------------
[3] SIGN HERE TO ACCEPT THE OFFER. BOX [3]
[SYMBOL APPEARS HERE]
--------------------------------------------------------------------------
EXECUTION BY INDIVIDUALS
Signed and delivered in the presence of:
as a deed by: (witness)
1. .................... ...................... ......................
Signature Signature Name of witness
2. .................... ...................... ......................
Signature Signature Name of witness
3. .................... ...................... ......................
Signature Signature Name of witness
4. .................... ...................... ......................
Signature Signature Name of witness
EXECUTION BY A COMPANY
** THE COMMON SEAL OF THE COMPANY NAMED BELOW WAS AFFIXED/EXECUTED AND
DELIVERED AS A DEED BY THE COMPANY NAMED BELOW.
Name of company ...............................
**in the presence of/acting by:
................... ......................
Signature Name of director
................... ......................
Signature Name of **Delete as
director/company appropriate
secretary
--------------------------------------------------------------------------
- --------------------------------------------------------------------------------
[4] FULL NAME(S) AND ADDRESS(ES) BOX [4]
[SYMBOL APPEARS HERE]
First-named registered Joint holders
holder
1. Forename(s) 2. Forename(s) 3. Forename(s) 4. Forename(s)
................ ................ ................ ................
(Mr/Mrs/Ms or (Mr/Mrs/Ms or (Mr/Mrs/Ms or (Mr/Mrs/Ms or
title) title) title) title)
................ ................ ................ ................
Surname Surname Surname Surname
................ ................ ................ ................
Address Address Address Address
................ ................ ................ ................
................ ................ ................ ................
Postcode Postcode Postcode Postcode
................ ................ ................ ................
- -------------------------------------------------------------------------------
[5] JAPAN, CANADA OR AUSTRALIA: BOX [5]
[SYMBOL APPEARS HERE]
TICK BOX [5] IF YOU ARE UNABLE TO GIVE THE
REQUIRED WARRANTY IN PARAGRAPH 14(13). [________________________]
- -------------------------------------------------------------------------------
[6] ADDRESS TO WHICH CONSIDERATION BOX [6]
AND/OR OTHER DOCUMENTS TO BE
SENT, IF NOT YOUR OWN
(TO BE COMPLETED IN BLOCK [SYMBOL APPEARS HERE]
CAPITALS)
Name ............................
Address .........................
.................................
................Postcode ........
- -------------------------------------------------------------------------------
Acceptance Electing Cheque No Crown Stock
No. for Cash Issued
FOR
OFFICE [________] [_______] [________] [__________]
USE ONLY -------------------------------------------------------------------
CarnaudMetalbox Cash Accepting
Shareholding Offer
[________] [_______] [________]
- --------------------------------------------------------------------------------
<PAGE>
Page 6
HOW TO COMPLETE THIS FORM
PLEASE MAKE SURE THAT YOUR ACCEPTANCE IS RECEIVED BY 10.59 P.M.
LONDON TIME (WHICH IS 11.59 P.M. PARIS TIME AND 5.59 P.M. NEW YORK
CITY TIME) ON 1 FEBRUARY 1996.
- --------------------------------------------------------------------------------
[1] THE OFFER
---------
TO ACCEPT THE OFFER, INSERT IN BOX 1 THE TOTAL NUMBER OF CARNAUDMETALBOX
SHARES IN RESPECT OF WHICH YOU WISH TO ACCEPT THE OFFER, WHETHER OR NOT YOU
ALSO WISH TO ELECT FOR THE CASH ELECTION PRICE IN RESPECT OF ALL OR ANY OF
SUCH SHARES. YOU MUST ALSO SIGN BOX 3 (WHICH WILL CONSTITUTE YOUR AUTHORITY
AND REQUEST TO BARCLAYS REGISTRARS TO INSTRUCT DEMACHY TO ACCEPT THE OFFER)
AND COMPLETE BOX 4.
YOU WILL RECEIVE YOUR CONSIDERATION IN THE FORM OF UNITS EXCEPT TO THE
EXTENT THAT YOU VALIDLY ELECT FOR THE CASH ELECTION PRICE IN BOX 2 OR ARE
DEEMED TO DO SO (SEE "THE CASH ELECTION PRICE" BELOW). IF YOU DO NOT WISH
TO TAKE ANY OF THE CONSIDERATION IN CASH YOU SHOULD LEAVE BOX 2 BLANK.
If no number, or a number greater than the number of CarnaudMetalbox Shares
represented by your Certificate(s) of Registration, is inserted in Box 1
and you have signed Box 3, you will be deemed to have accepted the Offer in
respect of the entire holding of CarnaudMetalbox Shares.
- --------------------------------------------------------------------------------
[2] THE CASH ELECTION PRICE
-----------------------
To receive the Cash Election Price in respect of part or all of the
CarnaudMetalbox Shares represented by your Certificate(s) of Registration,
in addition to completing Boxes 1, 3 and 4 in the manner set out above, you
must insert in Box 2 the number of CarnaudMetalbox Shares in respect of
which you wish to receive cash. If you wish to elect for your maximum
entitlement to cash you should insert the same number in both Boxes 1 and
2. If you do not wish to receive cash for all the CarnaudMetalbox Shares
represented by your Certificate(s) of Registration, you should insert the
relevant lesser number in Box 2. For each CarnaudMetalbox Share inserted in
Box 2, you will receive FF225 in cash. If a number greater than your
registered holding (or, if different, the number of shares inserted or
deemed inserted in Box 1) is inserted in Box 2 you will be deemed to have
inserted in Box 2 the same number of shares as are inserted, or deemed
inserted, in Box 1.
- --------------------------------------------------------------------------------
[3] SIGNATURE
---------
You must sign Box 3 regardless of which other Box(es) you complete. In the
case of joint holders ALL must sign.
Each signature by an individual must be made IN THE PRESENCE OF A WITNESS
who must also sign Box 3 where indicated. The witness must be over 18 years
of age and must not be one of the joint registered holders (if any). The
witness should state his or her name and sign where indicated. The same
witness may witness each signature of joint holders.
A corporation must affix its common seal (if any), which should be affixed
and witnessed in accordance with its articles of association or other
regulations, or execute the Form as a deed by two directors or a director
and the company secretary.
- --------------------------------------------------------------------------------
[4] NAME AND ADDRESS
----------------
Complete Box 4 with the full name and address of the first-named holder in
BLOCK CAPITALS together with the name(s) and address(es) of any joint
holder(s).
If you complete Box 4 with an address in Japan, Canada or Australia, you
will be deemed not to have accepted the Offer.
- --------------------------------------------------------------------------------
[5] JAPAN, CANADA OR AUSTRALIA
--------------------------
If you have received or sent copies of any of the documents in, into or
from Japan, Canada or Australia or have mailed or otherwise sent this Form
from Japan, Canada or Australia, or if you are otherwise unable to give the
warranty set out in paragraph 14(13) of "Terms and Conditions of Acceptance
of the Offer" above, you must tick Box 5. If you do not tick Box 5, you are
deemed to have given the warranty set out in paragraph 14(13) of "Terms and
Conditions of Acceptance of the Offer" above.
If you tick Box 5, you will be deemed not to have accepted the Offer.
- --------------------------------------------------------------------------------
[6] AGENTS
------
Unless you complete Box 6, the address of the first-named holder inserted
in Box 4 is the address to which your consideration will be sent. If you
want the consideration and/or other documents to be sent to someone other
than the first-named holder at the address set out in Box 4 (e.g. your bank
manager or stockbroker) you should complete Box 6. If you complete Box 6
with an address in Japan, Canada or Australia, you will be deemed not to
have accepted the Offer.
- --------------------------------------------------------------------------------
Printed by RR Donnelley Financial--London, 88134
