================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
--------------------
FORM 8-A
Amendment No. 1
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.)
--------------------
One Crown Way
Philadelphia, PA 19154-4599
(Address of principal executive offices)
--------------------
If this form relates to the If this form relates to the
registration of a class of registration of a class of
securities pursuant to Section securities pursuant to Section 12(g)
12(b) of the Exchange Act of the Exchange Act and is effective
and is effective pursuant to pursuant to General Instruction
General Instruction A.(c), please A.(d), please check the following
check the following box. [ x ] box. [ ]
Securities Act registration statement file number
to which this form relates: N/A
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
---------------------------- ------------------------------
Common Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
-------------
================================================================================
<PAGE>
This Amendment No. 1 amends and supplements the Form 8-A filed by
Crown Cork & Seal Company, Inc. on August 10, 1995, relating to the registration
of Common Stock Purchase Rights.
Item 1. Description of Registrant's Securities to be Registered.
The Board of Directors of Crown Cork & Seal Company, Inc. (the
"Company") has declared a dividend distribution of one common stock purchase
right (the "Rights") for each outstanding share of common stock, par value $5.00
per share (the "Common Shares"), of the Company to shareholders of record at the
close of business on August 10, 1995 (the "Record Date"). Each Right entitles
the registered holder to purchase from the Company one Common Share (or in
certain circumstances, cash, property or other securities of the Company) at a
purchase price of $200, subject to adjustment (the "Purchase Price"). The
description and terms of the Rights are set forth in an Amended and Restated
Rights Agreement, between the Company and First Chicago Trust Company of New
York (the "Rights Agent").
The Company and the Rights Agent entered into a Rights
Agreement on August 7, 1995 (the "Original Rights Agreement"). Effective May 25,
2000, the Company and the Rights Agent entered into an Amended and Restated
Rights Agreement (the "Rights Agreement") which, among other things, deleted the
requirement in the Original Rights Agreement that certain actions be authorized
by "Continuing Directors" (as defined in the Original Rights Agreement), and
substitutes therefor a requirement that such actions be approved by the
Company's Board of Directors. Capitalized terms used but not otherwise defined
herein shall have the meaning given such terms in the Rights Agreement.
Initially, the Rights will be evidenced by the certificates
representing Common Shares then outstanding, no separate Right Certificates will
be distributed and the Rights will not be tradeable separate from the Common
Shares. The Rights will become exercisable and will separate from the Common
Shares upon the earlier of (i) ten calendar days after a public announcement
that a person or group of affiliated or associated persons (an "Acquiring
Person") has acquired beneficial ownership of 15% or more of the outstanding
Common Shares (the "Shares Acquisition Date") or (ii) ten business days (or a
later date as determined by the Board of Directors) after the commencement of,
or first public announcement of an intention to commence, a tender offer or
exchange offer that would result in a person or group beneficially owning 15% or
more of the outstanding Common Shares (the earlier of such dates being called
the "Distribution Date").
Until the Distribution Date, (i) the Rights will be evidenced
by the Common Share certificates and will be transferred with and only with such
Common Share certificates, (ii) new Common Share certificates issued after the
Record Date will contain in accordance with the Rights Agreement a notation
incorporating the Rights Agreement by reference, and (iii) the surrender for
transfer of any certificates for Common Shares outstanding will also constitute
the transfer of the Rights associated with the Common Shares represented by such
certificate.
<PAGE>
The Rights are not exercisable until the Distribution Date and
will expire at the close of business on August 10, 2005, unless earlier redeemed
or exchanged by the Company as described below.
As soon as practicable after the Distribution Date, Right
Certificates will be mailed to holders of record of the Common Shares as of the
close of business on the Distribution Date, and thereafter, the separate Right
Certificates alone will represent the Rights. Except as otherwise provided by
the Rights Agreement or determined by the Board of Directors, only Common Shares
issued prior to the Distribution Date will be issued with Rights.
In the event that a person becomes an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon exercise,
Common Shares (or in certain circumstances, cash, property or other securities
of the Company) having a value equal to two times the Purchase Price of the
Right. Notwithstanding the foregoing, following the occurrence of such an event
or any other Triggering Event (as defined below), all Rights that are, or (under
certain circumstances specified in the Rights Agreement) were, beneficially
owned by any Acquiring Person will be null and void.
After the Shares Acquisition Date, in the event that (i) the
Company consolidates, or merges with, any other person, and the Company is not
the surviving corporation, (ii) any person engages in a share exchange,
consolidation or merger with the Company where the outstanding Common Shares of
the Company are exchanged for securities, cash or property of the other person
and the Company is the surviving corporation, or (iii) 50% or more of the
Company's assets or earning power is sold or transferred, proper provision will
be made so that each holder of a Right will thereafter have the right to
receive, upon exercise, common stock of the acquiring company having a value
equal to two times the Purchase Price of the Right. The events set forth in this
paragraph and the preceding paragraph are referred to as the "Triggering
Events."
The Purchase Price payable, and the number of Common Shares or
other securities, cash or property issuable, upon exercise of the Rights are
subject to customary adjustments from time to time to prevent dilution in the
event of certain changes in the shares of the Company. With certain exceptions,
no adjustment in the Purchase Price will be required until cumulative
adjustments amount to an increase or decrease of at least 1% in the Purchase
Price. The Company may determine not to issue fractional Rights or shares, and
in lieu thereof, an adjustment in cash will be made based on the market value of
the Rights or shares on the last trading date prior to the date of exercise.
In general, the Company may redeem the Rights in whole, but
not in part, at a price of $.01 per Right (subject to adjustment), at any time
before the close of business on the tenth calendar day following the Shares
Acquisition Date. Immediately upon the action of the Board of Directors ordering
redemption of the Rights, the Rights will terminate and the only right of the
holders of Rights will be to receive the redemption price.
At any time after any person becomes an Acquiring Person and
prior to the acquisition by any person of 50% or more of the outstanding Common
Shares, the Board of Directors of the Company may exchange the then outstanding
and exercisable Rights (other than Rights owned by an Acquiring Person, which
will have become null and void), in whole or in part, for Common Shares, each
Right being exchangeable for one Common Share, subject to adjustment.
<PAGE>
Until a Right is exercised, the holder thereof, as such, will
have no rights as a shareholder of the Company, including, without limitation,
the right to vote or to receive dividends.
Any of the provisions of the Rights Agreement may be amended
by the Board of Directors of the Company prior to the earlier of (i) the
Distribution Date and (ii) a Triggering Event. After the first to occur of such
events, the provisions of the Rights Agreement may be amended with the approval
of a majority of the Directors in order (x) to make changes that do not
adversely affect the interests of holders of the Rights (other than the
interests of any Acquiring Person), (y) to cure any ambiguity or correct or
supplement any provision which may be defective or inconsistent with other
provisions contained in the Rights Agreement, or (z) to shorten or lengthen any
time period under the Rights Agreement, but after (i) the Distribution Date or
(ii) a Triggering Event, no time period relating to redemption of the Rights may
be lengthened so as to make the Rights redeemable at a time at which the Rights
had not then been redeemable and no other time period may be lengthened unless
for the purpose of protecting, enhancing or clarifying the rights or benefits of
holders of the Rights.
The Rights have certain anti-takeover effects. The Rights will
cause substantial dilution to a person or group that attempts to acquire the
Company without conditioning the offer on a substantial number of Rights being
acquired. Accordingly, the existence of the Rights may deter certain acquirors
from making takeover proposals or tender offers. However, the Rights help ensure
that the Company's shareholders receive fair and equal treatment in the event of
any proposed takeover of the Company. The execution of the Rights Agreement by
the Company is not in response to any specific takeover threat or proposal, but
is a precaution taken to protect the rights of the Company's shareholders.
A copy of the Rights Agreement specifying the terms of the
Rights (which includes as exhibits the form of Right Certificate and the Summary
of Rights to Purchase Common Stock) is attached hereto as an exhibit and is
incorporated herein by reference. The foregoing description of the Rights is
qualified by reference to such exhibit.
Item 2. Exhibits
1. Amended and Restated Rights Agreement, dated as of May 25,
2000, between Crown Cork & Seal Company, Inc. and First Chicago Trust Company of
New York, which includes as exhibits the form of Right Certificate as Exhibit A
and the Summary of Rights to Purchase Common Stock as Exhibit B.
<PAGE>
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/ William T. Gallagher
------------------------
Name: William T. Gallagher
Title: Vice President and Secretary
Dated: May 30, 2000
<PAGE>
Exhibit No. Description
----------- -----------
1 Amended and Restated Rights Agreement, dated as of May
25, 2000, between Crown Cork & Seal Company, Inc. and
First Chicago Trust Company of New York, which includes
as exhibits the form of Right Certificate as Exhibit A
and the Summary of Rights to Purchase Common Stock as
Exhibit B.
