-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, m+oPQjm5u6LO75qf5Te+EtFegvSqbEb5wvKJEpM60l9aJc+BadMvyTp0tVShdU22 KaqBCHQ+FXJVq7F96wRHqA== 0000025890-94-000011.txt : 19940702 0000025890-94-000011.hdr.sgml : 19940702 ACCESSION NUMBER: 0000025890-94-000011 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19940616 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19940620 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO INC CENTRAL INDEX KEY: 0000025890 STANDARD INDUSTRIAL CLASSIFICATION: 3411 IRS NUMBER: 231526444 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02227 FILM NUMBER: 94534988 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 8-K 1 FORM 8-K 1 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: June 16, 1994 (Date of earliest event reported) CROWN CORK & SEAL COMPANY, INC. (Exact Name of Registrant as specified in its charter) Pennsylvania 1-2227 23-15264444 State of Incorporation (Commission File Number) (I.R.S. Employer Identification No.) 9300 Ashton Road Philadelphia, Pennsylvania 19136 (215) 698-5100 (Address of Registrant's Principal Executive Offices and telephone number, including area code) 2 Item 5. Other Events. On June 16, 1994, Crown Cork & Seal Company, Inc. (the "Company") issued $100 million of public debt securities consisting of $100 million aggregate principal amount of 7% Notes due 1999 (the "Notes"). The Notes were sold on June 9, 1994 pursuant to a shelf registration statement previously filed with the Securities and Exchange Commission. A copy of the form of the Notes is attached hereto as Exhibit 99.1. A copy of the Officers' Certificate of the Company dated June 16, 1994, by which the Company established the Notes and specified their terms is attached hereto as Exhibit 99.2. A copy of the Terms Agreement dated June 9, 1994 between Salomon Brothers Inc, CS First Boston Corporation and the Company is attached hereto as Exhibit 99.3. Exhibits 99.1 through 99.3 are hereby incorporated by reference in this Form 8-K. Item 7. Financial Statements and Exhibits. (c) Exhibits 99.1 Form of the Company's 7% Notes Due 1999. 99.2 Officers' Certificate of the Company dated June 16, 1994. 99.3 Terms Agreement dated June 9, 1994. 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. Date: June 20, 1994 By: /s/ Craig R. L. Calle Craig R. L. Calle Vice President and Tresurer 3 Exhibit Index Exhibit No. Description of Exhibit 99.1 Form of the Company's 7% Notes Due 1999. 99.2 Officers' Certificate of the Company dated June 16, 1994. 99.3 Terms Agreement dated June 9, 1994. EX-99.1 2 FORM OF THE COMPANY'S 7% NOTES DUE 1999 4 REGISTERED REGISTERED [NUMBER R ] [AMOUNT] CUSIP 228255 AE 5 CROWN CORK & SEAL COMPANY, INC. 7% NOTES DUE 1999 CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (herein called the "Company," which term includes any successor corporation under the Indenture hereinafter referred to), for value received, hereby promises to pay to or registered assigns, the principal sum of DOLLARS on June 15, 1999, at the office or agency of the Company referred to below, and to pay interest thereon from June 16, 1994 or from the most recent Interest Payment Date to which interest has been paid or duly provided for, semi-annually on June 15 and December 15 in each year, commencing December 15, 1994, at the rate of 7% 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 June 1 or December 1 (whether or not a Business Day), as the case may be, next preceding such Interest Payment Date, and at maturity, to the persons 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 of Securities 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 any such Interest on this Security will be made at the office or agency of the Company maintained for that purpose in Philadelphia, Pennsylvania or at such other office or agency of the Company as may be maintained for such purpose, 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 5 Company 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. 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 Company has caused this instrument to be duly executed under its corporate seal. Dated: This is one of the Securities referred to in the within-mentioned indenture. CHEMICAL BANK, as Trustee By Authorized Officer [CROWN CORK & SEAL COMPANY, INC. CORPORATE SEAL 1989 PENNSYLVANIA] CROWN CORK & SEAL COMPANY, INC. Attest: By: /s/ Richard L. Krzyzanowski /s/ William J. Avery CORPORATE SECRETARY CHAIRMAN OF THE BOARD 6 CROWN CORK & SEAL COMPANY, INC. 7% NOTES DUE 1999 This Security is one of a duly authorized issue of Securities of the Company (herein called the "Securities"), issued and to be issued in one or more series under an indenture (herein called the "Indenture") dated as of April 1, 1993, between the Company, and Chemical Bank, 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 Company, 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 $100,000,000. 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. 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 Company and the rights of the Holders of the Securities of each series to be affected under the Indenture at any time by the Company 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 Company 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. No reference herein to the Indenture and no provision of this Security or of the Indenture shall alter or impair the obligation of the Company, 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 on the Security Register of the Company, upon surrender of this Security for registration of transfer at the office or agency of the Company maintained for such purpose in The City of New York or at such other office or agency of the Company as may be maintained for such purpose, duly endorsed by, or accompanied by a written instrument of transfer in form satisfactory to the Company 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 only in registered form without coupons in denominations of $1,000 and any integral multiple thereof. As provided in the Indenture and subject to certain 7 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 Company 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 Company, the Trustee and any agent of the Company 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 Company, the Trustee nor any 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. 8 ABBREVIATIONS The following abbreviations, when used in the inscription on the face of this instrument, shall be construed as though they were written out in full according to applicable laws or regulations: TEN COM - as tenants in common TEN ENT - as tenants by the entireties JT TEN - as joint tenants with right of survivorship and not as tenants in common UNIV GIFT MIN ACT - ___________ Custodian ______________ (Cust) (Minor) under Uniform Gifts to Minors Act ___________________ (State) Additional abbreviations may also be used though not in the above list. _________________________________ 9 FOR VALUE RECEIVED the undersigned hereby sell(s), assign(s) and transfer(s) unto PLEASE INSERT SOCIAL SECURITY OR OTHER IDENTIFYING NUMBER OF ASSIGNEE (Please print or typewrite name and address including postal zip code of assignee) the within Note and all rights thereunder, hereby irrevocably constituting and appointing attorney to transfer said Note on the books of the Company, with full power of substitution in the premises. Dated: NOTICE: The signature to this assignment must correspond with the name as written upon the face of the Note, in every particular, without alteration or enlargement, or any change whatever. EX-99.2 3 OFFICERS' CERTIFICATE OF THE COMPANY DATED JUNE 16, 1994 10 CROWN CORK & SEAL COMPANY, INC. Officers' Certificate The undersigned, Craig R. L. Calle, the duly qualified and elected Vice President and Treasurer of Crown Cork & Seal Company, Inc., a Pennsylvania corporation (the "Company") and Richard L. Krzyzanowski, the duly qualified and elected Secretary of the Company, pursuant to the authority granted by the Board of Directors of the Company on December 17, 1992, in accordance with Section 3.1 of the Indenture, dated as of April 1, 1993, between the Company, as issuer and Chemical Bank, as trustee (the "Indenture"), hereby certify as follows: 1. The title of the Securities (as defined in the Indenture) to be issued is the 7% Notes Due 1999 (the "Notes"). 2. The aggregate principal amount of Notes which may be authenticated and delivered under the Indenture is U.S. $100,000,000 (except for Securities authenticated and delivered upon registration of transfer of, or in exchange for, or in lieu of, the Notes pursuant to Sections 3.4, 3.5, 3.6, 9.6 or 11.7 of the Indenture). 3. The principal of the Notes shall be payable on June 15, 1999. 4. The Notes shall bear interest from June 16, 1994, their date of issue, at the annual rate of 7%. Interest shall be payable semi-annually on June 15 and December 15 of each year, commencing December 15, 1994, to holders of record on the preceding June 1 or December 1, as the case may be. 5. The place for payment of principal of and interest on the Notes and surrender for exchange of the Notes shall be as specified in the Notes. 6. The provisions of Section 4.1 relating to the satisfaction and discharge of Securities of any series shall apply to the Notes. 7. The Notes shall not be subject to redemption at the option of the Company prior to maturity. 8. The Company shall not be obligated to redeem or purchase the Notes pursuant to any sinking fund or at the option of the holder thereof. 9. The Notes shall be subject to the Events of Default set forth in Section 5.1 of the Indenture, to the covenants of the Company set forth in Article X of the Indenture, and to the provisions of Section 10.11 of the Indenture. 11 IN WITNESS WHEREOF, I have affixed my signature hereto this 16th day of June, 1994. /s/ Craig R.L. Calle Craig R.L. Calle Vice President and Treasurer /s/ Richard L. Krzyzanowski Richard L. Krzyzanowski Secretary EX-99.3 4 TERMS AGREEMENT 12 CROWN CORK & SEAL COMPANY, INC. Debt Securities TERMS AGREEMENT June 9, 1994 Crown Cork & Seal Company, Inc. 9300 Ashton Road Philadelphia, Pennsylvania 19136 Attention: Mr. Craig R.L. Calle Vice President and Treasurer Ladies and Gentlemen: We offer to purchase, on and subject to the terms and conditions of the Underwriting Agreement filed as an exhibit to the registration statement of Crown Cork & Seal Company, Inc. (the "Company") on Form S-3 (No. 33-56252) (the "Underwriting Agreement"), the following securities (collectively, the "Securities") on the following terms: 7% Notes Due 1999. Principal Amount: $100,000,000. Interest: 7% per annum, from June 16, 1994, payable semiannually on June 15 and December 15 of each year, commencing December 15, 1994, to holders of record on the preceding June 1 or December 1, as the case may be. Maturity: June 15, 1999. Optional redemption: None. Sinking Fund: None. Delayed Delivery Contracts: None. Other: Section 10.11 of the Indenture shall be applicable. Purchase Price: 99.11% of principal amount, plus accrued interest, if any, from June 16, 1994. 13 Expected Reoffering Price: 99.71% of principal amount, subject to change by the undersigned. Closing: 10:00 A.M., New York City time, on June 16, 1994, at the offices of Simpson Thacher & Bartlett, with payment to be made in New York Clearing House (next day) funds. The respective principal amounts of the Securities to be purchased by each of the Underwriters are set forth opposite their names in Schedule A hereto. It is understood that we may, with your consent, amend this offer to add additional Underwriters and reduce the aggregate principal amount to be purchased by the Underwriters listed in Schedule A hereto by the aggregate principal amount to be purchased by such additional Underwriters. The provisions of the Underwriting Agreement are incorporated herein by reference, except that the letter of Price Waterhouse to be delivered on or prior to the date hereof pursuant to Section 5(a) of the Underwriting Agreement shall not be required, and the matters to have been set forth in such letter shall instead be included in the letter of Price Waterhouse dated the Closing Date (as defined in the Underwriting Agreement) and delivered pursuant to subsection 5(h) of the Underwriting Agreement, which letter must be satisfactory in form and substance to the Underwriters. The Securities will be made available for checking and packaging at the office of Chemical Bank, New York, New York at least 24 hours prior to the Closing Date. Please signify your acceptance of our offer by signing the enclosed response to us in the space provided and returning it to us. Very truly yours, SALOMON BROTHERS INC CS FIRST BOSTON CORPORATION As Underwriters By SALOMON BROTHERS INC By /s/ Jeffrey R. Cameron Title: Vice President 14 TO: SALOMON BROTHERS INC CS FIRST BOSTON CORPORATION As Underwriters, c/o Salomon Brothers Inc 7 World Trade Center New York, N.Y. 10048 We accept the offer contained in your letter, dated June 9, 1994, relating to $100 million principal amount of our 7% Notes due 1999. We also confirm that, to the best of our knowledge after reasonable investigation, the representations and warranties of the undersigned in the Underwriting Agreement filed as an exhibit to the undersigned's registration statement on Form S-3 (No. 33-56252) (the "Underwriting Agreement") are true and correct, no stop order suspending the effectiveness of the Registration Statement (as defined in the Underwriting Agreement) or of any part thereof has been issued and no proceedings for that purpose have been instituted or, to the knowledge of the undersigned, are contemplated by the Securities and Exchange Commission and, subsequent to the respective dates of the most recent financial statements in the Prospectus (as defined in the Underwriting Agreement), there has been no material adverse change in the financial position or results of operations of the undersigned and its subsidiaries except as set forth in or contemplated by the Prospectus. Very truly yours, CROWN CORK & SEAL COMPANY, INC. By /s/ Craig R.L. Calle Craig R.L. Calle Vice President and Treasurer 15 SCHEDULE A Principal Amount Underwriter of Notes Salomon Brothers Inc . . . . . . . . . $ 50,000,000 CS First Boston Corporation. . . . . . $ 50,000,000 Total. . . . . . . . . . . . . . . . . $ 100,000,000 -----END PRIVACY-ENHANCED MESSAGE-----