<PAGE>
Registration No. 333-
As filed with the Securities and Exchange Commission on August 25, 1999
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
CROWN CORK & SEAL COMPANY, INC.
(Exact Name Of Registrant As Specified In Its Charter)
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<S> <C> <C>
Crown Cork & Seal Crown Cork & Seal Crown Cork & Seal
Company, Inc. Finance PLC Finance
(Exact name of Registrant as (Exact name of Registrant as (Exact name of Registrant as
specified in its charter) specified in its charter) specified in its charter)
Pennsylvania United Kingdom France
(State or other jurisdiction (State or other jurisdiction (State or other jurisdiction
of incorporation or organization) of incorporation or organization) of incorporation or organization)
23-1526444 Not Applicable Not Applicable
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
Downsview Road Le Colisee I
One Crown Way Wantage, Oxon UK rue Fructidor
Philadelphia, PA 19154 OX12 9BL 75830 Paris Cedex 17, France
(215) 698-5100 44-123-577-2929 33-1-49-18-40-00
(Address, including zip code, (Address, including zip code, (Address, including zip code,
and telephone number, including and telephone number, including and telephone number, including
area code, of Registrant's principal area code, of Registrant's principal area code, of Registrant's principal
executive offices) executive offices) executive offices)
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Copies To:
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<S> <C>
WILLIAM G. LAWLOR, ESQUIRE JOHN W. WHITE, ESQUIRE
DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE
4000 BELL ATLANTIC TOWER 825 EIGHTH AVENUE
1717 ARCH STREET NEW YORK, NY 10019
PHILADELPHIA, PA 19103 (212) 474-1000
(215) 994-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS
PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box: [_]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offer: [X] 333-16869.
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offer: [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: [_]
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CALCULATION OF REGISTRATION FEE
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Title of each Class Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of
of Securities to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee
<S> <C> <C> <C> <C>
Debt Securities(2) $50,000,000 100% $50,000,000 $13,900
===================================================================================================================================
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(1) Estimated solely for the purpose of computing the amount of the
registration fee pursuant to Rule 457(c).
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(Continued from Previous Page)
(2) The Debt Securities will be issued solely by Crown Cork & Seal Company,
Inc. As Crown Cork & Seal Finance PLC and Crown Cork & Seal Finance S.A.
are additional registrants under Registration Statement No. 333-16869, each
has been included as a registrant hereunder although neither will issue any
Debt Securities hereunder.
STATEMENT PURSUANT TO RULE 429 (B)
The prospectus contained in this registration statement is a combined
prospectus which covers Debt Securities and Guarantees of the Registrants,
heretofore covered by Registration Statement No. 333-16869 (in the amount of
$1,300,000,000 with a filing fee of $393,939.39).
<PAGE>
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement is being filed pursuant to Rule 462(b) under
the Securities Act of 1933, as amended. The contents of the Registration
Statement on Form S-3 (Reg. No. 333-16869) filed by Crown Cork & Seal Company,
Inc. (the "Company"), Crown Cork & Seal Finance PLC and Crown Cork & Seal
Finance S.A. with the Securities and Exchange Commission, including the exhibits
thereto, is incorporated herein by reference.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS
All exhibits filed with or incorporated by reference in Registration
Statement No. 333-16869 are incorporated by reference into, and shall be deemed
part of, this registration statement, except the following which are filed
herewith:
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EXHIBIT
NUMBER DESCRIPTION
<C> <S>
5.1 Opinion of Dechert Price & Rhoads.
23.1 Consent of PricewaterhouseCoopers LLP.
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<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Philadelphia, Pennsylvania, on August 25, 1999.
CROWN CORK & SEAL COMPANY, INC.
BY: /s/ Craig R.L. Calle
----------------------------------
Name: Craig R.L. Calle
Title: Senior Vice President -
Finance and Treasurer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE
<S> <C>
*
- - -----------------------------------------------------------
William J. Avery Chairman of the Board and Chief Executive Officer
*
- - -----------------------------------------------------------
Alan W. Rutherford Director, Executive Vice President and Chief Financial Officer
*
- - -----------------------------------------------------------
Timothy J. Donahue Vice President and Controller (Principal Accounting Officer)
*
- - -----------------------------------------------------------
Henry E. Butwel Director
*
- - -----------------------------------------------------------
Charles F. Casey Director
*
- - -----------------------------------------------------------
John W. Conway Director
*
- - -----------------------------------------------------------
Francis X. Dalton Director
- - -----------------------------------------------------------
Arnold W. Donald Director
- - -----------------------------------------------------------
Tommy H. Karlsson Director
*
- - -----------------------------------------------------------
Josephine C. Mandeville Director
*
- - -----------------------------------------------------------
Michael J. McKenna Director
- - -----------------------------------------------------------
John B. Neff Director
- - -----------------------------------------------------------
Thomas A. Ralph Director
*
- - -----------------------------------------------------------
Jean-Pierre Rosso Director
*
- - -----------------------------------------------------------
Harold A. Sorgenti Director
*
- - -----------------------------------------------------------
Guy de Wouters Director
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*By /s/ Craig R.L. Calle
________________________ August 25, 1999
Craig R.L. Calle
Attorney-In-Fact
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
indicated below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
August 25, 1999.
CROWN CORK & SEAL FINANCE PLC
BY: /s/ Alan W. Rutherford
--------------------------------
Name: Alan W. Rutherford
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August __, 1999.
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<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Alan W. Rutherford
- - -----------------------------------------------------------
Alan W. Rutherford Managing Director (Principal Executive, Financial and
Accounting Officer)
/s/ Craig R.L. Calle
- - -----------------------------------------------------------
Craig R.L. Calle Director
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<S> <C>
Authorized Representative
CROWN CORK & SEAL COMPANY, INC. in the United States
By: /s/ Alan W. Rutherford
____________________________________
Name: Alan W. Rutherford
Title: Executive Vice President
and Chief Financial Officer
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
indicated below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Paris, Republic of France, on August 25, 1999.
CROWN CORK & SEAL FINANCE S.A.
BY: /s/ Carole D'Armaille
----------------------------------
Name: Carole D'Armaille
Title: General Manager
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on August 25, 1999.
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<CAPTION>
SIGNATURE TITLE
<S> <C>
/s/ Carole D'Armaille
- - -----------------------------------------------------------
Carole D'Armaille General Manager (Principal Executive Officer)
/s/ Alan W. Rutherford
- - -----------------------------------------------------------
Alan W. Rutherford Chief Financial Officer and Director (Principal Financial and
Accounting Officer)
/s/ Peter Collier
- - -----------------------------------------------------------
Peter Collier Director
/s/ Timothy J. Donahue
- - -----------------------------------------------------------
Timothy J. Donahue Director
CROWN CORK & SEAL COMPANY, INC. Authorized Representative
in the United States
</TABLE>
By: /s/ Alan W. Rutherford
------------------------------------
Name: Alan W. Rutherford
Title: Executive Vice President
and Chief Financial Officer
<PAGE>
[LETTERHEAD OF DECHERT PRICE & RHOADS]
August 25, 1999
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, PA 19154-4599
Re: Form S-3 Registration Statement
-------------------------------
Gentlemen:
We have acted as counsel to Crown Cork & Seal Company, Inc. (the
"Company") in connection with the preparation of a Registration Statement on
Form S-3 (the "Registration Statement") under the Securities Act of 1933, as
amended (the "Securities Act") to be effective upon filing pursuant to Rule
462(b) of the Rules and Regulations promulgated under the Securities Act
relating to the issuance of $50,000,000 of debt securities (the "Debt
Securities") of the Company, pursuant to an indenture dated as of December 17,
1996 (the "Indenture") among The Bank of New York, as trustee, the Company,
Crown Cork & Seal Finance PLC, a public limited company organized under the laws
of England and Wales, and Crown Cork & Seal Finance S.A., a societe anonyme
organized under the laws of the Republic of France.
We have examined such corporate records and documents and other
matters as we have deemed necessary in order to render this opinion.
In our examination, we have assumed the genuiness of all signatures,
the authenticity of all documents submitted to us as originals and the
conformity to authentic original documents of all documents submitted to us as
copies.
Based upon the foregoing, and subject to the limitations set forth
below, it is our opinion that under current law, when the Debt Securities have
been duly executed, authenticated and delivered in accordance with the terms of
the Indenture and delivered to the purchasers thereof against payment therefor
in accordance with the provisions of an underwriting agreement
<PAGE>
Crown Cork & Seal Company, Inc.
August 25, 1999
Page 2
dated as of the date hereof among the Company and the several underwriters named
therein, such Debt Securities will constitute the legal and binding obligations
of the Company.
Our opinions herein are limited solely to the laws of the United
States of America, the State of New York and the Commonwealth of Pennsylvania,
in each case to the extent applicable, and we express no opinion herein
concerning the laws of any other jurisdiction.
Our opinions herein are subject to the effect of any applicable
bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or
similar law affecting creditors' rights or debtors' obligations generally and to
general equity principles, including (without limitation) concepts of
materiality, reasonableness, good faith and fair dealing, and other similar
doctrines affecting the legality and binding nature of obligations or agreements
generally.
Our opinions herein are rendered solely for your benefit in connection
with the transaction contemplated herein. Our opinions herein may not be used
or relied on by any other person, nor may this letter or any copies thereof be
furnished to a third party, filed with a government agency, quoted, cited or
otherwise referred to without our prior written consent, except as noted below.
We hereby consent to the filing of this opinion letter as Exhibit 5.1
to the Registration Statement and to the reference to this opinion letter under
the caption "Legal Matters" in the related prospectus. In giving such consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act.
Sincerely,
DECHERT PRICE & RHOADS
<PAGE>
CONSENT OF INDEPENDENT ACCOUNTANTS
----------------------------------
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated March 17, 1999 relating to the
financial statements and financial statement schedules, which appears in Crown
Cork & Seal Company, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
August 23, 1999
