-----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, LPoJMexvXKathzKuj2DhTmmRZfxhRGr5bk2OJWXMRm3jHADYH5u390KSmkDNYwnU ttQefXbE74uQ6gm7LuJyLA== 0000950109-94-000980.txt : 19940614 0000950109-94-000980.hdr.sgml : 19940614 ACCESSION NUMBER: 0000950109-94-000980 CONFORMED SUBMISSION TYPE: 424B2 PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19940613 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: 424B2 SEC ACT: 1933 Act SEC FILE NUMBER: 033-56252 FILM NUMBER: 94533989 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 424B2 1 PRO SUPP DATED 6/9/94 RULE NO.424(b)(2) REGISTRATION NO. 33-56252 PROSPECTUS SUPPLEMENT (To Prospectus dated January 15, 1993) $100,000,000 [LOGO OF CROWN CORK & SEAL COMPANY, INC. APPEARS HERE] CROWN CORK & SEAL COMPANY, INC. 7% NOTES DUE 1999 The 7% Notes Due 1999 (the "Notes") will mature on June 15, 1999. Interest on the Notes is payable semi-annually, on each June 15 and December 15, commencing December 15, 1994. The Notes are not redeemable prior to maturity. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
- ------------------------------------------------------------------------------- PRICE TO UNDERWRITING PROCEEDS TO PUBLIC(1) DISCOUNT COMPANY(1)(2) Per Note................. 99.710% .600% 99.110% Total.................... $99,710,000 $600,000 $99,110,000 - -------------------------------------------------------------------------------
(1) Plus accrued interest, if any, from June 16, 1994 to the date of delivery. (2) Before deduction of expenses payable by the Company estimated at $75,000. The Notes are offered subject to receipt and acceptance by the Underwriters, to prior sale and to the Underwriters' right to reject any order in whole or in part and to withdraw, cancel or modify the offer without notice. It is expected that delivery of the Notes will be made at the office of Salomon Brothers Inc, Seven World Trade Center, New York, New York, or through the facilities of The Depository Trust Company, on or about June 16, 1994. SALOMON BROTHERS INC CS FIRST BOSTON The date of this Prospectus Supplement is June 9, 1994. IN CONNECTION WITH THIS OFFERING, THE UNDERWRITERS MAY OVER-ALLOT OR EFFECT TRANSACTIONS WHICH STABILIZE OR MAINTAIN THE MARKET PRICE OF THE NOTES AT A LEVEL ABOVE THAT WHICH MIGHT OTHERWISE PREVAIL IN THE OPEN MARKET. SUCH TRANSACTIONS MAY BE EFFECTED IN THE OVER-THE-COUNTER MARKET OR OTHERWISE. SUCH STABILIZING, IF COMMENCED, MAY BE DISCONTINUED AT ANY TIME. ---------------- USE OF PROCEEDS The net proceeds from the sale of the Notes will be used to refinance outstanding short term indebtedness, bearing interest based upon prevailing 30- day commercial paper rates. RATIO OF EARNINGS TO FIXED CHARGES The following table sets forth the ratio of earnings to fixed charges for the Company and its consolidated subsidiaries for the periods shown. The ratios were derived from the audited consolidated financial statements of the Company for the years ended December 31, 1989, 1990, 1991, 1992, and 1993 and from the unaudited consolidated financial statements of the Company for the three months ended March 31, 1994.
THREE MONTHS ENDED YEAR ENDED DECEMBER 31, MARCH 31, ------------------------- 1994 1993 1992 1991 1990 1989 ----------- ---- ---- ---- ---- ----- (UNAUDITED) Ratio of Earnings to Fixed Charges.... 3.5x 4.1x 4.3x 3.7x 3.9x 13.5x
For purposes of these computations, "Earnings" consist of consolidated net income from continuing operations plus taxes on income, plus fixed charges exclusive of capitalized interest and less undistributed income of unconsolidated affiliates carried on the equity basis. "Fixed Charges" consist of interest, whether expended or capitalized (including amortization of debt discount), and that portion of rentals that is representative of interest. DESCRIPTION OF NOTES The following description of the Notes offered hereby (referred to in the accompanying Prospectus as the "Debt Securities") supplements, and to the extent inconsistent therewith, supersedes, insofar as such description relates to the Notes, the description of the general terms and provisions of the Debt Securities set forth in the accompanying Prospectus, to which description reference is hereby made. The Notes will be issued under an Indenture, dated as of April 1, 1993, between the Company and Chemical Bank, as Trustee. Reference should be made to the accompanying Prospectus for a detailed summary of the provisions of the Indenture. The Notes are limited to $100,000,000 aggregate principal amount and will mature on June 15, 1999. The Notes will bear interest at the rate per annum of 7% from June 16, 1994, or from the most recent interest payment date to which interest has been paid or provided for, payable semi-annually in arrears on S-2 June 15 and December 15 of each year, beginning on December 15, 1994, to the persons in whose names the Notes are registered at the close of business on the next preceding June 1 or December 1, as the case may be. The Notes will be issued in fully registered form only in denominations of $1,000 and integral multiples thereof. The Notes are not subject to redemption by the Company prior to their maturity. The Notes will be subject to satisfaction and discharge and to covenant defeasance as provided in the accompanying Prospectus. UNDERWRITING Subject to the terms and conditions set forth in the Underwriting Agreement, the Company has agreed to sell to each of the Underwriters named below, and each of the Underwriters has severally agreed to purchase, the amount of Notes set forth opposite its name below:
PRINCIPAL AMOUNT OF UNDERWRITERS NOTES ------------ ------------ Salomon Brothers Inc......................................... $ 50,000,000 CS First Boston Corporation.................................. 50,000,000 ------------ Total.................................................... $100,000,000 ============
In the Underwriting Agreement, the several Underwriters have agreed, subject to the terms and conditions set forth therein, to purchase all the Notes offered hereby if any Notes are purchased. In the event of default by any Underwriter, the Underwriting Agreement provides that, in certain circumstances, the Underwriting Agreement may be terminated. The Company has been advised by the Underwriters that they propose initially to offer the Notes to the public at the public offering price set forth on the cover page of this Prospectus Supplement, and to certain dealers at such price less a concession of not more than .35% of the principal amount of the Notes. The Underwriters may allow and such dealers may reallow a concession of not more than .25% of the principal amount of the Notes to certain other dealers. After the initial public offering, the public offering price and such concessions may be changed. The Company has been advised by the Underwriters that they intend to make a market in the Notes, but that they are not obligated to do so and may discontinue making a market at any time without notice. The Company currently has no intention to list the Notes on any securities exchange, and there can be no assurance given as to the liquidity of the trading market for the Notes. The Underwriting Agreement provides that the Company will indemnify the several Underwriters against certain civil liabilities, including liabilities under the Securities Act of 1933, or contribute to payments which the Underwriters may be required to make in respect thereof. The Underwriters and their associates may be customers of, engage in transactions with, or perform services for the Company and its subsidiaries in the ordinary course of business. EXPERTS The consolidated financial statements of the Company incorporated in this Prospectus Supplement and the accompanying Prospectus by reference to the Annual Report on Form 10-K of the Company for the fiscal year ended December 31, 1993 have been audited by Price Waterhouse, independent accountants, as stated in their opinion (which is incorporated by reference to the Company's Annual Report on Form 10-K S-3 for the fiscal year ended December 31, 1993) and have been so incorporated in reliance upon the authority of said firm as experts in auditing and accounting. LEGAL MATTERS The validity of the Notes and certain other legal matters will be passed upon for the Company by Richard L. Krzyzanowski, Executive Vice President, Secretary and General Counsel of the Company, and Dechert Price & Rhoads, Philadelphia, Pennsylvania. Certain legal matters will be passed on for the Underwriters by Simpson Thacher & Bartlett (a partnership which includes professional corporations), New York, New York. Simpson Thacher & Bartlett may rely, as to matters of Pennsylvania law, on the opinion of Dechert Price & Rhoads. Mr. Krzyzanowski is a full-time employee of the Company and, as of February 24, 1994, owned .16% of the Company's Common Stock, held options for shares of the Company's Common Stock and participated in the Company's retirement and 401(k) plans. Chester C. Hilinski, of counsel to Dechert Price & Rhoads, is a Director of the Company and, as of February 24, 1994, owned .002% of the Company's Common Stock. S-4 [THIS PAGE INTENTIONALLY LEFT BLANK] NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY IN- FORMATION OR TO MAKE ANY REPRESENTATIONS, OTHER THAN THOSE CONTAINED IN OR IN- CORPORATED BY REFERENCE IN THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PRO- SPECTUS, IN CONNECTION WITH THE OFFER CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS, AND, IF GIVEN OR MADE, ANY SUCH INFORMATION OR REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY UNDERWRITER, DEALER OR AGENT. THIS PROSPECTUS SUPPLEMENT AND THE ACCOM- PANYING PROSPECTUS DO NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY OF THE SECURITIES OFFERED HEREBY BY ANYONE IN ANY JURISDICTION IN WHICH SUCH OFFER OR SOLICITATION IS NOT AUTHORIZED OR IN WHICH THE PERSON MAKING SUCH OFFER OR SOLICITATION IS NOT QUALIFIED TO DO SO OR TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THERE HAS BEEN NO CHANGE IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF. ----------------- TABLE OF CONTENTS
PAGE ---- PROSPECTUS SUPPLEMENT Use of Proceeds............................................................ S-2 Ratio of Earnings to Fixed Charges......................................... S-2 Description of Notes....................................................... S-2 Underwriting............................................................... S-3 Experts.................................................................... S-3 Legal Matters.............................................................. S-4 PROSPECTUS Available Information....................................................... 2 Incorporation of Certain Documents by Reference............................. 2 The Company................................................................. 3 Use of Proceeds............................................................. 4 Selected Financial Information.............................................. 5 Description of Debt Securities.............................................. 6 Plan of Distribution........................................................ 13 Legal Matters............................................................... 14 Experts..................................................................... 14
$100,000,000 [LOGO OF CROWN CORK & SEAL COMPANY, INC. APPEARS HERE] CROWN CORK & SEAL COMPANY, INC. 7% NOTES DUE 1999 SALOMON BROTHERS INC CS FIRST BOSTON PROSPECTUS SUPPLEMENT DATED JUNE 9, 1994 -----END PRIVACY-ENHANCED MESSAGE-----