-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, NNiovBIEYLDXsS1BfznqQ+oefKt1DkqH6OTfTmTUdIuk958gX/vHMLtw4hDfdjGP G1FxsAYW227vr9I0VUXodA== 0000025890-02-000024.txt : 20020809 0000025890-02-000024.hdr.sgml : 20020809 20020809150431 ACCESSION NUMBER: 0000025890-02-000024 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 20020809 ITEM INFORMATION: FILED AS OF DATE: 20020809 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO INC CENTRAL INDEX KEY: 0000025890 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [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: 02724676 BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 2156985100 8-K 1 f8kaug02.txt CURRENT REPORT - AUGUST 9, 2002 ================================================================================ UNITED STATES 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 (Date of earliest event reported): August 9, 2002 Crown Cork & Seal Company, Inc. --------------------------------------------------- (Exact name of registrant as specified in its charter) Pennsylvania 1-2227 23-1526444 -------------- -------- ------------ (State or other (Commission (I.R.S.Employer jurisdiction of File Number) Identification No.) incorporation) One Crown Way, Philadelphia, PA 19154-4599 --------------------------------- ------------ (Address of principal executive offices) (Zip Code) 215-698-5100 ---------------------------------------------------- Registrant's telephone number, including area code ================================================================================ Item 7. Financial Statements, Pro Forma Financial Information and Exhibits (c) Exhibits 99.1 Statement Under Oath of John W. Conway, Chief Executive Officer, pursuant to SEC Order No. 4-460 99.2 Statement Under Oath of Alan W. Rutherford, Chief Financial Officer, pursuant to SEC Order No. 4-460 99.3 Certification by John W. Conway, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.4 Certification by Alan W. Rutherford, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 Item 9. Regulation FD Disclosure On August 9, 2002, John W. Conway, Chief Executive Officer, and Alan W. Rutherford, Chief Financial Officer, of Crown Cork & Seal Company, Inc. each delivered to the Securities and Exchange Commission ("SEC") a sworn statement pursuant to SEC Order No. 4-460 and a certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002. Copies of the sworn statements and certifications of Messrs. Conway and Rutherford are filed herewith as Exhibits 99.1, 99.2, 99.3 and 99.4 respectively. Limitation of Incorporation by Reference In accordance with general instruction B.2 of Form 8-K, the information in this report is furnished pursuant to Item 9 and shall not be deemed to be "filed" for the purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section. 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. (Registrant) August 9, 2002 By: /s/ Thomas A. Kelly -------------------------- Vice President and Corporate Controller Exhibit Index Exhibit No. Description - ---------- ----------- 99.1 Statement Under Oath of John W. Conway, Chief Executive Officer, pursuant to SEC Order No. 4-460 99.2 Statement Under Oath of Alan W. Rutherford, Chief Financial Officer, pursuant to SEC Order No. 4-460 99.3 Certification by John W. Conway, Chief Executive Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 99.4 Certification by Alan W. Rutherford, Chief Financial Officer, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 EX-99 3 sec-conway.txt EX99.1 SWORN STATEMENT BY JOHN W. CONWAY Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, John W. Conway, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Crown Cork & Seal Company, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the year ended December 31, 2001 of Crown Cork & Seal Company, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Crown Cork & Seal Company, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ John W. Conway Subscribed and sworn to - -------------------------- before me this ninth day of John W. Conway August 2002 Chairman of the Board, President and Chief Executive Officer /s/ Rose Haselroth ------------------------------ Notary Public August 9, 2002 My Commission Expires: November 20, 2004 EX-99 4 sec-rutherford.txt EX99.2 SWORN STAYEMENT BY ALAN W. RUTHERFORD Statement Under Oath of Principal Executive Officer and Principal Financial Officer Regarding Facts and Circumstances Relating to Exchange Act Filings I, Alan W. Rutherford, state and attest that: (1) To the best of my knowledge, based upon a review of the covered reports of Crown Cork & Seal Company, Inc., and, except as corrected or supplemented in a subsequent covered report: - no covered report contained an untrue statement of a material fact as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed); and - no covered report omitted to state a material fact necessary to make the statements in the covered report, in light of the circumstances under which they were made, not misleading as of the end of the period covered by such report (or in the case of a report on Form 8-K or definitive proxy materials, as of the date on which it was filed). (2) I have reviewed the contents of this statement with the Company's audit committee. (3) In this statement under oath, each of the following, if filed on or before the date of this statement, is a "covered report": - Annual Report on Form 10-K for the year ended December 31, 2001 of Crown Cork & Seal Company, Inc.; - all reports on Form 10-Q, all reports on Form 8-K and all definitive proxy materials of Crown Cork & Seal Company, Inc. filed with the Commission subsequent to the filing of the Form 10-K identified above; and - any amendments to any of the foregoing. /s/ Alan W. Rutherford Subscribed and sworn to - ---------------------------- Alan W. Rutherford before me this ninth day of August 2002 Vice Chairman of the Board, Executive Vice President and Chief Financial Officer /s/ Rose Haselroth ------------------------ Notary Public August 9, 2002 My Commission Expires: November 20, 2004 EX-99 5 cert906aug02conway.txt EX99.3 CERTIFICATION OF JOHN W. CONWAY CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Crown Cork & Seal Company, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, John W. Conway, Chairman of the Board, President and Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company. /s/ John W. Conway - ------------------- John W. Conway Chairman of the Board, President and Chief Executive Officer August 9, 2002 EX-99 6 cert906aug02rutherford.txt EX99.4 CERTIFICATION OF ALAN W. RUTHERFORD CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350 AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Crown Cork & Seal Company, Inc. (the "Company") on Form 10-Q for the period ending June 30, 2002 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Alan W. Rutherford, Vice Chairman of the Board, Executive Vice President and Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial position and results of operations of the Company. /s/ Alan W. Rutherford - ----------------------- Alan W. Rutherford Vice Chairman of the Board, Executive Vice President and Chief Financial Officer August 9, 2002 -----END PRIVACY-ENHANCED MESSAGE-----