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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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
CROWN CORK & SEAL COMPANY, INC.
(Exact name of registrant as specified in its charter)
PENNSYLVANIA 23-1526444
(State of incorporation or organization) (IRS Employer Identification No.)
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ONE CROWN WAY
PHILADELPHIA, PA 19154-4599
(215) 698-5100
(Address and phone number of principal executive offices)
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If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursunt to Section 12(b) securities pursuant to Section 12(g)
of the Exchange Act and is of the Exchange Act and is effective
effective pursuant to General pursuant to General Instruction
Instruction A.(c), please check A.(d), please check the following
the following box. [X] box. [ ]
Securities Act registration statement file number to which
this form relates: 333-16869
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Securities to be registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which
to be so registered each class is to be registered
7 1/8% Notes due 2002 New York Stock Exchange, Inc.
Securities to be registered pursuant to Section 12(g) of the Act:
None
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Item 1. Description of Registrant's Securities to be Registered.
A description of the Registrant's 7 1/8% Notes Due 2002 is set forth
under the caption "Description of Debt Securities and Guarantees" in the
Prospectus constituting a part of the Registrant's Registration Statement on
Form S-3 (No. 333-16869), as amended, and under the heading "Description of the
Notes" in the Registrant's Prospectus Supplement filed pursuant to 424(b)(2) on
August 26, 1999, which description is hereby incorporated herein by reference.
Item 2. Exhibits
Exhibit Number Description of Exhibit
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4.1 Form of Indenture among the Registrant, Crown Cork
& Seal Finance PLC, a public limited company
organized under the laws of England and Wales,
Crown Cork & Seal Finance S.A., a societe anonyme
organized under the laws of the Republic of France,
and The Bank of New York, a New York banking
corporation (incorporated herein by reference to
Exhibit 4.1 to the Registrant's Current Report on
Form 8-K, dated December 17, 1996 (File No.
1-2227)).
4.2 Form of Registrant's 7 1/8% Note due 2002
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
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: August 27, 1999
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UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), NEW YORK,
NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY) ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
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EXHIBIT 4.2
CUSIP: 228255 AM 7
No.___________ U.S. $_____________
CROWN CORK & SEAL COMPANY, INC.
7-1/8% Notes due 2002
Crown Cork & Seal Company, Inc., a corporation duly organized and existing
under the laws of Pennsylvania (herein called the "Issuer", which term includes
any successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co. or registered assigns, the
principal sum of _______________________ on September 1, 2002, at the office
or agency of the Issuer referred to below and to pay interest thereon from
August 30, 1999 or from the most recent interest Payment Date to which interest
has been paid or duly provided for, semi-annually on March 1 and September 1 in
each year, commencing March 1, 2000, at the rate of 7.125% per annum, until the
principal hereof is paid or duly provided for. The interest so payable, and
punctually paid or duly provided for, on any Interest Payment Date will, as
provided in such Indenture, be paid to the Person in whose name this Security
(or one or more Predecessor Securities) is registered at the close of business
on the Regular Record Date for such interest, which shall be the February 15 or
August 15 (whether or not a Business Day), as the case may be, next preceding
such Interest Payment Date, and at maturity, to the Person to whom principal is
payable. Any such interest not so punctually paid or duly provided for shall
forthwith cease to be payable to the Holder on such Regular Record Date and may
either be paid to the Person in whose name this Security (or one or more
Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture.
Payment of the principal of (and premium, if any) and interest on this
Security will be made at the Corporate Trust Office of the Trustee in The City
of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
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Issuer by check drawn upon any Paying Agent and mailed on or prior to an
Interest Payment Date to the address of the Person entitled thereto as such
address shall appear on the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
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Unless the certificate of authentication hereon has been duly executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.
CROWN CORK & SEAL COMPANY, INC.,
By
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Name:
Title:
[SEAL]
Attest:
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Authorized Signature
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This is one of the Securities referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK, as Trustee,
By
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Authorized Signatory
Date:
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This Security is one of a duly authorized issue of Securities of the Issuer
(herein called the "Securities"), issued and to be issued in one or more series
under an indenture (herein called the "Indenture") dated as of December 17,
1996, among the Issuer, Crown Cork & Seal Finance PLC, Crown Cork & Seal Finance
S.A. and The Bank of New York, as trustee (herein called the "Trustee," which
term includes any successor Trustee under the Indenture), to which Indenture and
all indentures supplemental thereto reference is hereby made for a statement of
the respective rights, limitations of rights, duties, obligations and immunities
thereunder of the Issuer, the Trustee and the Holders of the Securities, and of
the terms upon which the Securities are, and are to be, authenticated and
delivered. This Security is one of a series designated on the face hereof,
limited in aggregate principal amount to $350,000,000.
The Securities will be redeemable as a whole or in part, at the option of
the Issuer at any time, at a Redemption Price equal to the greater of (i) 100%
of the principal amount of the Securities to be redeemed and (ii) the sum of the
present values of the Remaining Scheduled Payments thereon discounted to the
Redemption Date on a semiannual basis assuming a 360-day year consisting of
twelve 30-day months, at the Treasury Rate plus 15 basis points, plus in either
case accrued interest on the principal amount being redeemed to the Redemption
Date.
In the event of redemption of this Security in part only, a new Security or
Securities of this series for the unredeemed portion hereof will be issued in
the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the entire
indebtedness of the series of which this Security is a part or certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
The Indenture permits, with certain exceptions as therein provided, the
amendment thereof and the modification of the rights and obligations of the
Issuer and the rights of the Holders of the Securities of each series to be
affected under the Indenture at any time by the Issuer and the Trustee with the
consent of the Holders of a majority in aggregate principal amount of the
Securities at the time Outstanding of each series to be affected. The Indenture
also contains provisions permitting the Holders of specified percentages in
aggregate principal amount of the Securities of each series at the time
Outstanding, on behalf of the Holders of all the Securities, to waive compliance
by the Issuer with certain provisions of the Indenture and certain past defaults
under the Indenture and their consequences. Any such consent or waiver by or on
behalf of the Holder of this Security shall be conclusive and binding upon such
Holder and upon all future Holders of this Security and of any Security issued
upon the registration of transfer hereof or in exchange hereof or in lieu hereof
whether or not notation of such consent or waiver is made upon this Security.
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No reference herein to the Indenture and no provision of this Security or
of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest on this Security at the times, place, and rate, and in the coin or
currency, herein prescribed.
As provided in the Indenture and subject to certain limitations therein set
forth, the transfer of this Security is registrable in the Security Register,
upon surrender of this Security for registration of transfer at the Corporate
Trust Office of the Trustee in The City of New York, duly endorsed by, or
accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made to the Holders for any registration of
transfer or exchange or redemption of Securities, but the Issuer may require
payment of a sum sufficient to cover any tax or other governmental charge
payable in connection therewith.
Prior to and at the time of due presentment of this Security for
registration of transfer, the Issuer, the Trustee and any agent of the Issuer or
the Trustee may treat the Person in whose name this Security is registered as
the owner hereof for all purposes, whether or not this Security be overdue, and
neither the Issuer, the Trustee nor any such agent shall be affected by notice
to the contrary.
All terms used in this Security which are defined in the Indenture shall
have the meanings assigned to them in the Indenture.
