As filed with the Securities and Exchange Commission on April 23, 1999.
Registration No. 33-
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CROWN CORK & SEAL COMPANY, INC.
(Exact name of Registrant as specified in its charter)
One Crown Way
Pennsylvania Philadelphia, Pennsylvania 19154 23-1526444
(State of (Address of principal (Zip Code) (I.R.S. Employer
Incorporation) executive offices) Identification No.)
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CROWN CORK & SEAL COMPANY, INC.
401(k) RETIREMENT SAVINGS PLAN
(Full Title of the Plan)
Richard L. Krzyzanowski, Esquire
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, Pennsylvania 19154
(name and address of agent for service)
(215) 698-5100
(Telephone number, including area code, of agent for service)
Copies of all communications to:
Thomas A. Ralph, Esquire
William G. Lawlor, Esquire
Dechert Price & Rhoads
4000 Bell Atlantic Tower
1717 Arch Street
Philadelphia, Pennsylvania 19103-2793
(215) 994-4000
CALCULATION OF REGISTRATION FEE
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Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share(1) price(1) fee
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Common Stock
par value $5.00 1,000,000 $33.16 $33,160,000.00 $9,782.20
per share(2) shares
Interests in
the Plan(3)
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(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as
amended, on the basis of $33.16 per share, the average high and low
prices of Common Stock, par value $5.00 per share ("Common Stock'),
of Crown Cork & Seal Company, Inc. as reported on the New York Stock
Exchange on April 20, 1999.
(2) Includes associated Rights to Purchase Common Stock. Until the
occurrence of certain prescribed events, none of which has occurred,
the Rights are not exercisable, are evidenced by the certificates
representing Common Stock, and will be transferred with and only with
Common Stock.
(3) In addition, pursuant to Rule 416(c) under the Securities Act of
1933, this Registration Statement also covers an indeterminate amount
of interests to be offered or sold pursuant to the employee benefit
plan described herein.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
This registration statement is filed with the Securities and
Exchange Commission (the "Commission") for the purpose of registering additional
shares of Common Stock of the registrant in connection with the Crown Cork &
Seal Company, Inc. 401(k) Retirement Savings Plan (the "Plan"). The Plan was
previously known as the Crown Cork & Seal 401(k) Savings and Employee Stock
Ownership Plan. A registration statement on Form S-8, file number 33-39529 (the
"Prior Registration Statement") was filed on March 20, 1991 in respect of shares
of Stock to be offered pursuant to the Plan and is currently effective. The
contents of the Prior Registration Statement, to the extent not otherwise
amended or superseded by the contents hereof, are incorporated herein by
reference.
Item 8. Exhibits
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The following exhibits are filed herewith:
Exhibit Number Document
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5 Opinion of Dechert Price & Rhoads.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Dechert Price & Rhoads
(contained in opinion filed as Exhibit 5 to this
Registration Statement).
24 Power of Attorney (included in Signature Page).
<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-8 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
April 22, 1999.
Crown Cork & Seal Company, Inc.
By: /s/ William J. Avery
William J. Avery
Title: Chairman of the Board
and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below hereby constitutes
William J. Avery, Alan W. Rutherford and Richard L. Krzyzanowski, and each of
them, his/her true and lawful attorneys-in-fact and agents each with full power
of substitution and resubstitution for him in any and all capacities to sign any
and all amendments (including pre- or post-effective amendments) to this
Registration Statement on Form S-8 and to file the same, with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, hereby
ratifying and confirming all that each such attorney-in-fact, or his substitute
or substitutes, may do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following persons in
the capacities and indicated on April 22, 1999.
Signature Title
/s/ William J. Avery Chairman of the Board and Chie Executive Officer
William J. Avery (Principal Executive Officer)
/s/ Alan W. Rutherford Executive Vice President, Chief Financial Officer
Alan W. Rutherford and Director (Principal Financial Officer)
/s/ Timothy J. Donahue Senior Vice President and Corporate
Timothy J. Donahue Controller (Principal Accounting Officer)
/s/ Henry E. Butwel Director
Henry E. Butwel
/s/ Charles F. Casey Director
Charles F. Casey
- ------------------ Director
John W. Conway
- ------------------ Director
Francis X. Dalton
- ------------------ Director
Tommy H. Karlsson
- ------------------ Director
Josephine C. Mandeville
/s/ Michael J. McKenna Director
Michael J. McKenna
/s/ Thomas A. Ralph Director
Thomas A. Ralph
- ------------------ Director
Jean-Pierre Rosso
/s/ Harold A. Sorgenti Director
Harold A. Sorgenti
- ------------------ Director
Guy de Wouters
Exhibit 5
April 23, 1999
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, PA 19154
Re: Crown Cork & Seal Company, Inc.
Registration Statement on Form S-8
Gentlemen and Ladies:
We have acted as counsel to Crown Cork & Seal Company, Inc., a
Pennsylvania corporation (the "Company"), in connection with the registration by
the Company under the Securities Act of 1933, as amended (the "Securities Act"),
of the Company's Common Stock, par value $5.00 per share (the "Common Stock"),
on a Registration Statement on Form S-8 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "SEC").
The Registration Statement relates to the issuance and sale of
up to 1,000,000 shares of Common Stock pursuant to the Company's 401(k)
Retirement Savings Plan (the "Plan"). Capitalized terms used and not otherwise
defined herein shall have the meanings ascribed to them in the Registration
Statement.
As such counsel, we have made such legal and factual
examinations and inquiries as we have deemed advisable for the purpose of
rendering this opinion. Based upon the foregoing, it is our opinion that the
Common Stock, when issued, delivered and paid for in the manner described in the
Plan, will be validly issued, fully paid and non-assessable.
Our opinion contained herein relates solely to the
Pennsylvania Business Corporation Law of 1988, as amended, and we express no
opinion herein concerning the laws of any other jurisdiction.
Our opinion contained herein is rendered to the Company in
connection with the filing by the Company of the Registration Statement with the
SEC pursuant to the Securities Act and is solely for the benefit of the Company
in connection with such filing. This opinion 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 as Exhibit 5
to the Registration Statement. 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.
Very truly yours,
DECHERT PRICE & RHOADS
Exhibit 23.1
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated March 17, 1999, appearing on page 29
of Crown Cork & Seal Company Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
PricewaterhouseCoopers LLP
Philadelphia, PA
April 23, 1999
