SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Pennsylvania | 0-50189 | 75-3099507 | ||
(State or other jurisdiction of incorporation or organization) | (Commission File Number) | (I.R.S. Employer Identification No.) | ||
One Crown Way, Philadelphia, PA | 19154-4599 | |||
(Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code 215-698-5100
TABLE OF CONTENTS
Item 9. REGULATION FD DISCLOSURE
Item 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION
SIGNATURE
INDEX TO EXHIBITS
EX-99.1 PRESS RELEASE
EX-99.2 PRESS RELEASE
Item 9. Regulation FD Disclosure
On February 4, 2004, Crown Holdings, Inc. issued a press relese announcing that it has commenced concurrent tender offers for certain series of outstanding notes. A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.
Item 12. Results of Operations and Financial Condition
On February 4, 2004, Crown Holdings, Inc. issued a press release announcing its earnings for the fourth quarter of 2003. A copy of the press release is attached hereto as Exhibit 99.2 and incorporated herein by reference.
The press release includes free cash flow, which is a non-GAAP measure consisting of net cash provided by operating activities less capital expenditures. Free cash flow is presented because the Company believes that it is a useful measure of the cash generated from operations and liquidity. Free cash flow, as the Company calculates it, may not be comparable to calculations of similarly titled measures by other companies and does not represent and should not be considered as an alternative to net cash provided by operating activities or any other measure for determining liquidity that is calculated in accordance with GAAP. Free cash flow does not reflect cash available for discretionary activities and the Company is required under existing debt agreements to use a substantial portion of free cash flow to repay outstanding indebtedness.
The information in this Report shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liability of that section, and shall not be deemed incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
Exhibit Index
99.1 Press Release, dated February 4, 2004, issued by Crown Holdings, Inc.
99.2 Press Release, dated February 4, 2004, issued by Crown Holdings, Inc.
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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 HOLDINGS, INC. |
By: | /s/ Thomas A. Kelly | |
Thomas A. Kelly | ||
Vice President and Corporate Controller |
Dated: February 5, 2004
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INDEX TO EXHIBITS
Exhibit Number | Description | |
99.1 | Press release, dated February 4, 2004, issued by Crown Holdings, Inc. | |
99.2 | Press release, dated February 4, 2004, issued by Crown Holdings, Inc. |
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