-----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, HXxUc0tbiFQjS8gUE/eNX/Y06qVG/cZ1G16R89/46DieGF21QYmRzGE4gct4bkpL ofAyhk8jo5xGMUSSWA0rkQ== 0001036050-99-001808.txt : 19990831 0001036050-99-001808.hdr.sgml : 19990831 ACCESSION NUMBER: 0001036050-99-001808 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19990825 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: S-3MEF SEC ACT: SEC FILE NUMBER: 333-85907 FILM NUMBER: 99699522 BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215-698-51 S-3 1 FORM S-3 FOR CROWN CORK & SEAL Registration No. 333- As filed with the Securities and Exchange Commission on August 25, 1999 ________________________________________________________________________________ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 CROWN CORK & SEAL COMPANY, INC. (Exact Name Of Registrant As Specified In Its Charter)
Crown Cork & Seal Crown Cork & Seal Crown Cork & Seal Company, Inc. Finance PLC Finance (Exact name of Registrant as (Exact name of Registrant as (Exact name of Registrant as specified in its charter) specified in its charter) specified in its charter) Pennsylvania United Kingdom France (State or other jurisdiction (State or other jurisdiction (State or other jurisdiction of incorporation or organization) of incorporation or organization) of incorporation or organization) 23-1526444 Not Applicable Not Applicable (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) Downsview Road Le Colisee I One Crown Way Wantage, Oxon UK rue Fructidor Philadelphia, PA 19154 OX12 9BL 75830 Paris Cedex 17, France (215) 698-5100 44-123-577-2929 33-1-49-18-40-00 (Address, including zip code, (Address, including zip code, (Address, including zip code, and telephone number, including and telephone number, including and telephone number, including area code, of Registrant's principal area code, of Registrant's principal area code, of Registrant's principal executive offices) executive offices) executive offices)
----------------------- Copies To: WILLIAM G. LAWLOR, ESQUIRE JOHN W. WHITE, ESQUIRE DECHERT PRICE & RHOADS CRAVATH, SWAINE & MOORE 4000 BELL ATLANTIC TOWER 825 EIGHTH AVENUE 1717 ARCH STREET NEW YORK, NY 10019 PHILADELPHIA, PA 19103 (212) 474-1000 (215) 994-4000
----------------------- APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: AS SOON AS PRACTICABLE AFTER THE REGISTRATION STATEMENT BECOMES EFFECTIVE. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box: [_] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, please check the following box: [_] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act of 1933, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offer: [X] 333-16869. If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act of 1933, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offer: [_] If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box: [_] ----------------------- CALCULATION OF REGISTRATION FEE
Title of each Class Amount to be Proposed Maximum Offering Proposed Maximum Aggregate Amount of of Securities to be Registered Registered Price Per Share(1) Offering Price(1) Registration Fee Debt Securities(2) $50,000,000 100% $50,000,000 $13,900 ===================================================================================================================================
(1) Estimated solely for the purpose of computing the amount of the registration fee pursuant to Rule 457(c). (Continued from Previous Page) (2) The Debt Securities will be issued solely by Crown Cork & Seal Company, Inc. As Crown Cork & Seal Finance PLC and Crown Cork & Seal Finance S.A. are additional registrants under Registration Statement No. 333-16869, each has been included as a registrant hereunder although neither will issue any Debt Securities hereunder. STATEMENT PURSUANT TO RULE 429 (B) The prospectus contained in this registration statement is a combined prospectus which covers Debt Securities and Guarantees of the Registrants, heretofore covered by Registration Statement No. 333-16869 (in the amount of $1,300,000,000 with a filing fee of $393,939.39). INCORPORATION OF CERTAIN INFORMATION BY REFERENCE This Registration Statement is being filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended. The contents of the Registration Statement on Form S-3 (Reg. No. 333-16869) filed by Crown Cork & Seal Company, Inc. (the "Company"), Crown Cork & Seal Finance PLC and Crown Cork & Seal Finance S.A. with the Securities and Exchange Commission, including the exhibits thereto, is incorporated herein by reference. PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 16. EXHIBITS All exhibits filed with or incorporated by reference in Registration Statement No. 333-16869 are incorporated by reference into, and shall be deemed part of, this registration statement, except the following which are filed herewith:
EXHIBIT NUMBER DESCRIPTION 5.1 Opinion of Dechert Price & Rhoads. 23.1 Consent of PricewaterhouseCoopers LLP.
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Philadelphia, Pennsylvania, on August 25, 1999. CROWN CORK & SEAL COMPANY, INC. BY: /s/ Craig R.L. Calle ---------------------------------- Name: Craig R.L. Calle Title: Senior Vice President - Finance and Treasurer Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated:
SIGNATURE TITLE * - - ----------------------------------------------------------- William J. Avery Chairman of the Board and Chief Executive Officer * - - ----------------------------------------------------------- Alan W. Rutherford Director, Executive Vice President and Chief Financial Officer * - - ----------------------------------------------------------- Timothy J. Donahue Vice President and Controller (Principal Accounting Officer) * - - ----------------------------------------------------------- Henry E. Butwel Director * - - ----------------------------------------------------------- Charles F. Casey Director * - - ----------------------------------------------------------- John W. Conway Director * - - ----------------------------------------------------------- Francis X. Dalton Director - - ----------------------------------------------------------- Arnold W. Donald Director - - ----------------------------------------------------------- Tommy H. Karlsson Director * - - ----------------------------------------------------------- Josephine C. Mandeville Director * - - ----------------------------------------------------------- Michael J. McKenna Director - - ----------------------------------------------------------- John B. Neff Director - - ----------------------------------------------------------- Thomas A. Ralph Director * - - ----------------------------------------------------------- Jean-Pierre Rosso Director * - - ----------------------------------------------------------- Harold A. Sorgenti Director * - - ----------------------------------------------------------- Guy de Wouters Director
*By /s/ Craig R.L. Calle ________________________ August 25, 1999 Craig R.L. Calle Attorney-In-Fact SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant indicated below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on August 25, 1999. CROWN CORK & SEAL FINANCE PLC BY: /s/ Alan W. Rutherford -------------------------------- Name: Alan W. Rutherford Title: Managing Director Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August __, 1999.
SIGNATURE TITLE /s/ Alan W. Rutherford - - ----------------------------------------------------------- Alan W. Rutherford Managing Director (Principal Executive, Financial and Accounting Officer) /s/ Craig R.L. Calle - - ----------------------------------------------------------- Craig R.L. Calle Director
Authorized Representative CROWN CORK & SEAL COMPANY, INC. in the United States By: /s/ Alan W. Rutherford ____________________________________ Name: Alan W. Rutherford Title: Executive Vice President and Chief Financial Officer
SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant indicated below certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Paris, Republic of France, on August 25, 1999. CROWN CORK & SEAL FINANCE S.A. BY: /s/ Carole D'Armaille ---------------------------------- Name: Carole D'Armaille Title: General Manager Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 25, 1999.
SIGNATURE TITLE /s/ Carole D'Armaille - - ----------------------------------------------------------- Carole D'Armaille General Manager (Principal Executive Officer) /s/ Alan W. Rutherford - - ----------------------------------------------------------- Alan W. Rutherford Chief Financial Officer and Director (Principal Financial and Accounting Officer) /s/ Peter Collier - - ----------------------------------------------------------- Peter Collier Director /s/ Timothy J. Donahue - - ----------------------------------------------------------- Timothy J. Donahue Director CROWN CORK & SEAL COMPANY, INC. Authorized Representative in the United States
By: /s/ Alan W. Rutherford ------------------------------------ Name: Alan W. Rutherford Title: Executive Vice President and Chief Financial Officer EX-5.1 2 OPINION OF DECHERT PRICE & RHOADS [LETTERHEAD OF DECHERT PRICE & RHOADS] August 25, 1999 Crown Cork & Seal Company, Inc. One Crown Way Philadelphia, PA 19154-4599 Re: Form S-3 Registration Statement ------------------------------- Gentlemen: We have acted as counsel to Crown Cork & Seal Company, Inc. (the "Company") in connection with the preparation of a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act") to be effective upon filing pursuant to Rule 462(b) of the Rules and Regulations promulgated under the Securities Act relating to the issuance of $50,000,000 of debt securities (the "Debt Securities") of the Company, pursuant to an indenture dated as of December 17, 1996 (the "Indenture") among The Bank of New York, as trustee, the Company, Crown Cork & Seal Finance PLC, a public limited company organized under the laws of England and Wales, and Crown Cork & Seal Finance S.A., a societe anonyme organized under the laws of the Republic of France. We have examined such corporate records and documents and other matters as we have deemed necessary in order to render this opinion. In our examination, we have assumed the genuiness of all signatures, the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. Based upon the foregoing, and subject to the limitations set forth below, it is our opinion that under current law, when the Debt Securities have been duly executed, authenticated and delivered in accordance with the terms of the Indenture and delivered to the purchasers thereof against payment therefor in accordance with the provisions of an underwriting agreement Crown Cork & Seal Company, Inc. August 25, 1999 Page 2 dated as of the date hereof among the Company and the several underwriters named therein, such Debt Securities will constitute the legal and binding obligations of the Company. Our opinions herein are limited solely to the laws of the United States of America, the State of New York and the Commonwealth of Pennsylvania, in each case to the extent applicable, and we express no opinion herein concerning the laws of any other jurisdiction. Our opinions herein are subject to the effect of any applicable bankruptcy, insolvency, fraudulent conveyance, moratorium, reorganization or similar law affecting creditors' rights or debtors' obligations generally and to general equity principles, including (without limitation) concepts of materiality, reasonableness, good faith and fair dealing, and other similar doctrines affecting the legality and binding nature of obligations or agreements generally. Our opinions herein are rendered solely for your benefit in connection with the transaction contemplated herein. Our opinions herein may not be used or relied on by any other person, nor may this letter or any copies thereof be furnished to a third party, filed with a government agency, quoted, cited or otherwise referred to without our prior written consent, except as noted below. We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to the reference to this opinion letter under the caption "Legal Matters" in the related prospectus. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act. Sincerely, DECHERT PRICE & RHOADS EX-23.1 3 CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS ---------------------------------- We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated March 17, 1999 relating to the financial statements and financial statement schedules, which appears in Crown Cork & Seal Company, Inc.'s Annual Report on Form 10-K for the year ended December 31, 1998. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania August 23, 1999 -----END PRIVACY-ENHANCED MESSAGE-----