Form 8-K - Crown Cork & Seal Company, Inc.

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

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 9¹/2% second priority senior secured notes due 2011, € 285 million of 10¹/4% second priority senior secured notes due 2011 and $725 million of 10⁷/8% 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

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

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.

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

		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.


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.