8-K

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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): February 26, 2003

Crown Cork & Seal Company, Inc.

(Exact name of Registrant as specified in its charter)

Pennsylvania	1-2227	23-1526444
(State or Other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

One Crown Way

Philadelphia, Pennsylvania 19154

(215) 698-5100

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

(Former name or former address, if changed since last report)

Item 5.    Other Events.

On February 26, 2003, Crown Cork & Seal Company, Inc., a Pennsylvania corporation (the “Registrant”) announced that it has completed its previously announced comprehensive refinancing plan and formed a new public holding company. The $3.2 billion refinancing consists of the sale of $1.085 billion of 9 ¹/2% second priority senior secured notes due 2011, € 285 million of 10 ¹/4% second priority senior secured notes due 2011 and $725 million of 10 ⁷/8% third priority senior secured notes due 2013; and a new $550 million first priority revolving credit facility due in 2006 and a $500 million first priority term loan due in 2008 consisting of $450 million and €50 million. The proceeds from the refinancing plan are being used to refinance the Registrant’s prior revolving credit facility and certain of the Registrant’s existing unsecured senior notes as well as to pay fees and expenses associated with the refinancing.

The new secured notes are senior obligations of Crown European Holdings SA (“Crown European Holdings”), an indirect wholly-owned subsidiary of Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), and the Registrant and are guaranteed on a senior basis by the Registrant and Crown Holdings, each of the Registrant’s U.S. subsidiaries that guarantees the obligations under the new credit facilities and, subject to applicable law, each of Crown European Holdings’ subsidiaries that guarantees the obligations under the new credit facilities. The second priority secured notes are secured by second priority liens and the third priority secured notes are secured by third priority liens on the assets of Crown Holdings and its subsidiaries that from time to time secure their obligations under the Registrant’s new credit facilities, subject to certain exceptions.

Crown European Holdings may redeem all or some of the second priority secured notes at any time prior to March 2007 and the third priority secured notes at any time prior to March 2008, in each case, by paying a make-whole premium. Thereafter, Crown European Holdings may redeem some or all of the new secured notes at redemption prices initially representing a premium to principal amount equal to one-half of the interest rate then borne by the applicable new secured notes, declining annually thereafter. Any time prior to March 2006, Crown European Holdings may redeem up to 35% of each of the second priority secured notes and the third priority secured notes with the net cash proceeds of certain equity offerings of capital stock of Crown Holdings that are contributed as capital or that are used to subscribe for shares of qualified capital stock of Crown European Holdings. In addition, Crown European Holdings is permitted to redeem all, but not less than all, of each of the second priority secured notes and the third priority secured notes in the event of certain changes in withholding tax laws.

Crown European Holdings is also required to make an offer to purchase new secured notes from the holders thereof upon the occurrence of certain change of control transactions affecting Crown Holdings and from the net proceeds of certain asset sales.

The indentures governing the new secured notes contain covenants that will limit, among other things, the ability of Crown Holdings and the ability of its subsidiaries to (i) incur additional debt, (ii) pay dividends or make other distributions, repurchase capital stock, repurchase

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subordinated debt and make certain investments, (iii) create liens and engage in sale and leaseback transactions, (iv) create restrictions on the payment of dividends and other amounts from restricted subsidiaries, (v) sell assets or merge or consolidate with or into other companies and (vi) engage in transactions with affiliates.

Crown European Holdings and the guarantors of the new secured notes entered into registration rights agreements pursuant to which they agreed to file a registration statement relating to a registered exchange for the new secured notes and to file a shelf registration statement relating to the new secured notes in certain circumstances. If Crown European Holdings and the guarantors do not comply with their obligations under the registration rights agreements, they may be obligated to pay additional interest on the new secured notes until such default is cured.

In addition, the Registrant has reorganized into a holding company structure in accordance with Section 1924(b)(4) of the Pennsylvania Business Corporation Law.

The holding company organizational structure was effected after the close of business on February 25, 2003 pursuant to an Agreement and Plan of Merger dated as of February 24, 2003 (the “Merger Agreement”), by and among the Registrant, Crown Holdings and Crown Merger Sub, Inc., a Pennsylvania corporation and a wholly-owned subsidiary of Crown Holdings (“Merger Sub”). The Merger Agreement provided for the merger (the “Merger”) of Merger Sub with and into the Registrant, with the Registrant as the surviving corporation. Pursuant to Section 1924(b)(4) of the Pennsylvania Business Corporation Law shareholder approval was not required for the Merger. As a result of the Merger, the Registrant is now a wholly-owned subsidiary of Crown Holdings.

By virtue of the Merger, each share of the Registrant’s outstanding common stock was converted, on a share for share basis, into a share of common stock of Crown Holdings. As a result, each shareholder of the Registrant became the owner of an identical number of shares of common stock of Crown Holdings. Additionally, each outstanding option to purchase shares of the Registrant’s common stock was automatically converted into an option to purchase, upon the same terms and conditions, an identical number of shares of Crown Holdings’ common stock.

The conversion of shares of capital stock in the Merger occurred without an exchange of certificates. Accordingly, certificates formerly representing shares of outstanding capital stock of the Registrant are deemed to represent the same number of shares of capital stock in Crown Holdings. Crown Holdings’ common stock will continue to be listed under Crown Holdings’ name on the New York Stock Exchange under the symbol “CCK”.

Pursuant to Section 1924(b)(4) of the Pennsylvania Business Corporation Law, the provisions of the articles of incorporation and bylaws of Crown Holdings are consistent with those of the Registrant prior to the Merger. The authorized capital stock of Crown Holdings, the designations, rights, powers and preferences of such capital stock and the qualifications, limitations and restrictions thereof are also consistent with those of the Registrant’s capital stock immediately prior to the Merger. The directors and executive officers of Crown Holdings are the same individuals who were directors and executive officers, respectively, of the Registrant

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immediately prior to the Merger. The holding company reorganization is tax free to shareholders.

In connection with the Merger, the Registrant terminated the rights to purchase shares of its common stock that were issued to holders of the Registrant’s common stock pursuant to the Amended and Restated Rights Agreement, dated as of May 25, 2000, by and between the Registrant and Equiserve Trust Company, N.A., successor to First Chicago Trust Company of New York, as Rights Agent (the “Old Rights Agreement”). Crown Holdings has entered into a new Rights Agreement, dated as of February 21, 2003, between Crown Holdings and Equiserve Trust Bank, N.A., as Rights Agent (the “Rights Agreement”). The Rights Agreement is consistent with the Old Rights Agreement. As a result of the Merger, rights to purchase shares of the Registrant’s common stock pursuant to the Old Rights Agreement were exchanged for rights to purchase shares of Crown Holdings’ common stock pursuant to the Rights Agreement.

Item 7.    Financial Statements and Exhibits.

(c)    Exhibits.

2.1	Agreement and Plan of Merger, dated as of February 24, 2003, by and among Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown Merger Sub, Inc.
4.1	Amendment to the Amended and Restated Rights Agreement, dated as of February 24, 2003, by and between Crown Cork & Seal Company, Inc. and Equiserve Trust Company, N.A. as Rights Agent.
99.1	Press Release issued February 26, 2003.

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Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CROWN CORK & SEAL COMPANY, INC.
By:	/s/    Thomas A. Kelly
	Name:    Thomas A. Kelly Title:    Vice President and Controller

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EXHIBIT INDEX

2.1	Agreement and Plan of Merger, dated as of February 24, 2003, by and among Crown Holdings, Inc., Crown Cork & Seal Company, Inc. and Crown Merger Sub, Inc.
4.1	Amendment to the Amended and Restated Rights Agreement, dated as of February 24, 2003, by and between Crown Cork & Seal Company, Inc. and Equiserve Trust Company, N.A. as Rights Agent.
99.1	Press Release issued February 26, 2003.

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EX-2.1

Exhibit 2.1

AGREEMENT AND PLAN OF MERGER

This AGREEMENT AND PLAN OF MERGER, dated as of February 24, 2003 (the “Plan”), is entered into by and among Crown Cork & Seal Company, Inc., a Pennsylvania corporation (“CCK” and after the Effective Time, the “Surviving Corporation”), Crown Holdings, Inc., a Pennsylvania corporation (“Crown Holdings”), and Crown Merger Sub, Inc., a Pennsylvania corporation (“Merger Sub”).

Background

A.    CCK’s authorized capital stock consists of (i) 500,000,000 shares of common stock, par value $5.00 per share (“CCK Common Stock”), of which, 185,744,072 shares were issued and outstanding as of February 11, 2003 and 20,861,237 shares were held in treasury on such date, and (ii) 30,000,000 shares of preferred stock, without par value, none of which is currently outstanding (“CCK Preferred Stock”).

B.    Each share of CCK Common Stock also includes a right to purchase (“CCK Purchase Right”) one share of CCK Common Stock pursuant to the Amended and Restated Rights Agreement (the “CCK Rights Plan”), dated as of May 25, 2000, as amended as of February 24, 2003, by and between CCK and First Chicago Trust Company of New York.

C.    Crown Holdings’ authorized capital stock consists of (i) 500,000,000 shares of common stock, par value $5.00 per share (“Crown Holdings Common Stock”), of which, 1 share is currently issued and outstanding and no shares are held in treasury, (ii) 30,000,000 shares of preferred stock, without par value, none of which is currently outstanding (“Crown Holdings Preferred Stock”). CCK owns all of the issued and outstanding Crown Holdings Common Stock.

D.    At the Effective Time, the CCK Rights Plan will be terminated and Crown Holdings will enter into a rights agreement (the “Crown Holdings Rights Plan”), substantially similar in form and substance to the CCK Rights Plan, governing rights to purchase Crown Holdings Common Stock (“Crown Holdings Purchase Rights”).

E.    The designations, rights and preferences, and the qualifications, limitations and restrictions thereof, of the Crown Holdings Preferred Stock and the Crown Holdings Common Stock are the same as those of the CCK Preferred Stock and the CCK Common Stock, respectively.

F.    The Articles of Incorporation and the By-laws of Crown Holdings immediately after the Effective Time (as hereinafter defined) will contain provisions identical to the Articles of Incorporation and By-laws of CCK immediately before the Effective Time (other than, as the case may be, with respect to matters excepted by Section 1924(b)(4)(ii)(D) of the Pennsylvania Business Corporation Law of 1988, as amended (the “PBCL”)).

G.    Merger Sub’s authorized capital stock consists of 1,000 shares of common stock, par value $.01 per share (“Merger Sub Common Stock”), of which, 100 shares are

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currently issued and outstanding and no shares are held in treasury. Crown Holdings owns all of the issued and outstanding Merger Sub Common Stock.

H.    CCK, Crown Holdings and Merger Sub have determined that it is in their respective best interests that CCK and Merger Sub should merge, CCK shall be the surviving corporation and Crown Holdings shall be a “holding company” of CCK, as such term is defined in Section 1924(b)(4) of the PBCL.

I.    Pursuant to authority granted by the Board of Directors of CCK, CCK will, immediately prior to the Effective Time, contribute to the capital of Crown Holdings all of the shares of CCK Common Stock then held by CCK in its treasury.

Terms

The parties hereby prescribe the terms and conditions of merger and the mode of carrying the same into effect as follows:

1.    Merger of Merger Sub with and into CCK. At the Effective Time, Merger Sub shall merge with and into CCK (the “Merger”) in accordance with Subchapter C of Chapter 19 of the PBCL, and the separate existence of Merger Sub shall cease. CCK shall be the surviving corporation and assume all of the rights, privileges, assets and liabilities of Merger Sub.

2.    Effect of the Merger. The effect of the Merger shall be as provided in Section 1929 of the PBCL. As a result of the Merger, by operation of law and without further act or deed, at the Effective Time, all property, rights, interests and other assets of Merger Sub shall be transferred to and vested in the Surviving Corporation, and the Surviving Corporation shall assume all of the liabilities and obligations of Merger Sub.

3.    Effect on Capital Stock and Related Purchase Rights. At the Effective Time:

3.1.    Each then issued and outstanding share of Crown Holdings Common Stock (together with the associated Crown Holdings Purchase Rights) held by CCK will, by virtue of the Merger and without any action on the part of the holder thereof, be cancelled without conversion or issuance of any shares of stock of the Surviving Corporation with respect thereto.

3.2.    Each then issued and outstanding share or fraction of a share, (including those shares formerly held in treasury by CCK and contributed to Crown Holdings prior to the Merger), of CCK Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share or equal fraction of a share of Crown Holdings Common Stock, which shall have the same designations, rights, powers and preferences and the same qualifications, limitations and restrictions as a share of CCK Common Stock immediately prior to the Effective Time.

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3.3.    Each CCK Purchase Right or fraction of a CCK Purchase Right will, by virtue of the Merger and without any action on the part of the holder thereof, be exchanged for a Crown Holdings Purchase Right or equal fraction of a Crown Holdings Purchase Right.

3.4.    Each then issued and outstanding share of Merger Sub Common Stock will, by virtue of the Merger and without any action on the part of the holder thereof, be converted into a share of common stock of the Surviving Corporation.

4.    Certificates. At the Effective Time, each outstanding certificate that, immediately prior to the Effective Time, evidenced CCK Common Stock shall be deemed and treated for all corporate purposes to evidence the ownership of the number of shares of Crown Holdings Common Stock (including associated Crown Holdings Purchase Rights) into which such shares of CCK Common Stock were converted pursuant to Section 3.2 of this Plan. In addition, immediately after the Effective Time, each such certificate shall also evidence a number of Crown Holdings Purchase Rights equal to the number of CCK Purchase Rights evidenced thereby immediately prior to the Effective Time of the Merger.

5.    Articles of Incorporation, By-laws, Officers and Directors. The Articles of Incorporation and By-laws of CCK, as in effect immediately prior to the Effective Time, shall be the Articles of Incorporation and By-laws of the Surviving Corporation. The officers and directors of CCK immediately prior to the Effective Time shall be the officers and directors of the Surviving Corporation.

6.    Assumption of Equity Plans. Crown Holdings and CCK hereby agree that they will, at the Effective Time, execute, acknowledge and deliver an assumption agreement pursuant to which Crown Holdings will, from and after the Effective Time, assume and agree to perform all duties and obligations required under: the Crown Cork & Seal Company, Inc. 1990 Stock-Based Incentive Compensation Plan; the Crown Cork & Seal Company, Inc. 1994 Stock-Based Incentive Compensation Plan; the Crown Cork & Seal Company, Inc. 1997 Stock-Based Incentive Compensation Plan; the Crown Cork & Seal Company, Inc. 2001 Stock-Based Incentive Compensation Plan; and the Crown Cork & Seal Company, Inc. Stock Purchase Plan.

7.    Plan of Reorganization. This Plan shall constitute a plan of reorganization of CCK and Merger Sub.

8.    Tax Treatment. The Merger shall constitute a tax-free reorganization within the meaning of Section 368(a) of the Internal Revenue Code.

9.    Filing and Effective Time. If this Plan has not been terminated pursuant to Section 10 hereof, after this Plan has been duly approved in the manner required by law, appropriate Articles of Merger shall be filed by CCK and Merger Sub pursuant to and in accordance with the PBCL. The Merger shall be effective (the “Effective Time”) at 4:15 p.m. Eastern Standard Time on February 25, 2003.

10.    Termination. This Plan may be terminated and the Merger abandoned by the Board of Directors of each of CCK, Crown Holdings and Merger Sub at any time prior to the Effective Time.

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11.    Adoption and Approval. The Plan was adopted and approved by the Board of Directors of CCK on January 28, 2003, by written consent of the Board of Directors of Crown Holdings dated February 10, 2003 and by written consent of the Board of Directors of Merger Sub dated February 10, 2003. Pursuant to Section 1924(b)(4) of the PBCL, the Plan was not approved by the shareholders of CCK or Merger Sub.

[Signature page follows]

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IN WITNESS WHEREOF, the parties hereto have caused this duly approved Agreement of Merger to be executed as of the date first written above.

CROWN CORK & SEAL COMPANY, INC
By:	/s/    William T. Gallagher
	William T. Gallagher Senior Vice President, Secretary and General Counsel

CROWN HOLDINGS, INC.
By:	/s/    William T. Gallagher
	William T. Gallagher Senior Vice President, Secretary and General Counsel

CROWN MERGER SUB, INC.
By:	/s/    William T. Gallagher
	William T. Gallagher Vice President and Secretary

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EX-4.1

Exhibit 4.1

AMENDMENT TO RIGHTS AGREEMENT

THIS AMENDMENT TO THE AMENDED AND RESTATED RIGHTS AGREEMENT (the “Rights Agreement”) dated as of May 25, 2000, by and between Crown Cork & Seal Company, Inc., a Pennsylvania corporation (the “Company”), and Equiserve Trust Company, N.A., successor to First Chicago Trust Company of New York, as Rights Agent (the “Rights Agent”) is entered into this 24th day of February, 2003 by and between the Company and the Rights Agent.

Background

A.    The parties hereto entered into the Rights Agreement as of May 25, 2000. Capitalized terms not otherwise defined herein shall have the meanings ascribed to such terms in the Rights Agreement.

B.     Crown Holdings, Inc., a Pennsylvania corporation and a wholly owned subsidiary of the Company (“Holdings”), and Crown Merger Sub, Inc., a Pennsylvania corporation and a wholly owned subsidiary of Holdings (“Sub”) and the Company are entering into an Agreement and Plan of Merger, dated as of the date hereof (as amended or supplemented from time to time, the “Merger Agreement”), pursuant to which Sub shall be merged (the “Merger”) with and into the Company with the Company surviving the Merger.

C.     As a result of the Merger, the Company will become a wholly-owned subsidiary of Holdings, and the shareholders of the Company immediately prior to the Merger will become shareholders of Holdings, with identical rights, preferences and privileges with respect to their stock ownership in Holdings as each such shareholder had in the Company immediately prior to the Merger.

D.     The Company has determined that an amendment to the Rights Agreement as set forth herein is advisable and in the best interests of the Company and its shareholders.

E.     Pursuant to Section 27 of the Agreement, the Company has directed the Rights Agent to join this Amendment and the officer signing this Amendment on behalf of the Company states by his signature to this Amendment, in his capacity as an officer of the Company, and not in his individual capacity, that this Amendment is in compliance with the terms of Section 27 to the Agreement.

Terms

In consideration of the mutual covenants contained herein and in the Agreement and intending to be legally bound hereby, the parties hereto agree as follows:

1.     Amendment to Section 1(h).  The definition of “Exempt Person” in Section 1(h) of the Rights Agreement is hereby amended by adding the following new clause (iii):

“(iii) Crown Holdings, Inc., a Pennsylvania corporation,”

and by renumbering clauses (iii) and (iv) of Section 1(h) as clauses (iv) and (v) thereof, respectively.

2.     Amendment to Section 7(a).     Section 7(a) is hereby amended by deleting the word “or” in the penultimate line of Section 7(a), and by inserting immediately after the word “hereof” in the last line of Section 7(a) the following:

“or (iv) the Effective Time, as defined in the Agreement and Plan of Merger by and among the Company, Crown Holdings, Inc. and Crown Merger Sub, Inc., dated as of February 24, 2003 (the “Merger Agreement”)”

3.     New Section 35.   The following new Section 35 is hereby added following Section 34 of the Rights Agreement:

“SECTION 35.   Termination. This Agreement shall terminate at the Effective Time, as defined in the Merger Agreement.”

4.    Miscellaneous.

a.  Counterparts. This Amendment may be executed in any number of counterparts and each of such counterparts shall for all purposes be deemed to be an original, and all such counterparts shall together constitute but one and the same instrument.

b.  Governing Law. This Amendment shall be deemed to be a contract made under the laws of the Commonwealth of Pennsylvania and for all purposes shall be governed by and construed and in accordance with the laws of Commonwealth applicable to contracts to be made and performed entirely within such Commonwealth.

c.  Further Assurances. Each party hereto shall cooperate and take such action as may be reasonably requested by another party in order to carry out the provisions and purposes of this Amendment, the Rights Agreement, generally, and the transactions contemplated hereunder and/or thereunder.

d.  Descriptive Headings. Descriptive headings of the several Sections of this Amendment and the Rights Agreement are inserted for convenience only and shall not control or affect the meaning or construction of any of the provisions hereof or thereof.

e.  Entire Agreement. This Amendment and the Rights Agreement, and all of the provisions hereof and/or thereof, shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns and executors, administrators and heirs. This Amendment, together with the Rights Agreement, sets forth the entire agreement and understanding among the parties as to the subject matter hereof and merges with and supersedes all prior discussions and understandings of any and every nature among them.

IN WITNESS WHEREOF, the parties hereto have executed this Amendment to the Rights Agreement as the date first set forth above.

CROWN CORK & SEAL COMPANY, INC.
By:	/s/    William T. Gallagher
	Name:    William T. Gallagher Title:    Sr. Vice President, Secretary and General Counsel

EQUISERVE TRUST COMPANY, N.A.
By:	/s/    Kevin Laurita
	Name:    Kevin Laurita Title:    Managing Director

EX-99.1

Exhibit 99.1

CROWN CORK & SEAL COMPLETES $3.2 BILLION REFINANCING

AND FORMS CROWN HOLDINGS, INC. AS A NEW PUBLIC HOLDING COMPANY

Philadelphia, PA — February 26, 2003. Crown Cork & Seal Company, Inc. (NYSE: CCK), announced today that it has completed its previously announced comprehensive refinancing plan and formed a new public holding company. The $3.2 billion refinancing consists of the sale of $1.085 billion of 9- ¹/2% second priority senior secured notes due 2011, € 285 million of 10- ¹/4% second priority senior secured notes due 2011 and $725 million of 10- ⁷/8% third priority senior secured notes due 2013; and a new $550 million first priority revolving credit facility due in 2006 and a first priority term loan due in 2008 consisting of $450 million and €50 million. The proceeds from the refinancing plan are being used to refinance Crown Cork & Seal’s prior revolving credit facility and certain of the Company’s existing unsecured senior notes as well as to pay fees and expenses associated with the refinancing.

John W. Conway, Chief Executive Officer of Crown, commented: “We are very pleased with the refinancing plan and the confidence shown in Crown by investors. The refinancing improves our liquidity and, extends the maturities of most of our debt to 2006 and beyond. We are now able to focus all of our attention on strengthening Crown’s leadership position in its core businesses.”

In conjunction with the refinancing plan, the Company formed a new public holding company named Crown Holdings, Inc., a Pennsylvania corporation. Crown Cork & Seal Company, Inc. is now a wholly owned subsidiary of Crown Holdings. As a result, shareholders of Crown Cork & Seal became shareholders of Crown Holdings and have the same number of shares and percentage ownership and the same rights, privileges and interests with respect to Crown Holdings that they held in Crown Cork & Seal immediately prior to the reorganization.

The conversion of shares of Crown Cork & Seal into shares of Crown Holdings occurred without the physical exchange of certificates, and certificates formerly representing shares of Crown Cork & Seal are deemed to represent shares of Crown Holdings. The holding company reorganization is tax free to shareholders.

The common stock of Crown Holdings will continue to be publicly traded under the symbol “CCK” on the New York Stock Exchange.

The senior secured notes were issued in a private placement and resold by the initial purchasers to qualified institutional buyers under Rule 144A of the Securities Act of 1933. The senior secured notes have not been registered under the Securities Act and may not be offered or sold in the United States absent registration or an applicable exemption from the registration requirements. This press release does not constitute an offer to sell or the solicitation of an offer to buy any security in any jurisdiction in which such offer or sale would be unlawful. Additional information regarding the refinancing and formation of the new holding company can be obtained in Company SEC filings.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements. These forward-looking statements involve a number of risks, uncertainties and other factors that may cause actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release to differ include that the final application of proceeds and the effects of the refinancing plan could vary. Other important factors are discussed under the caption “Forward-Looking Statements” in the Company’s Form 10-K Annual Report for the year ended December 31, 2001 and in subsequent filings. The Company does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Cork & Seal is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

For more information, contact:

Timothy J. Donahue, Senior Vice President-Finance, (215) 698-5088

Edward Bisno, Edelman Financial, (212) 704-8212