September 21, 2007
Via U.S. Mail and Facsimile (215-698-0630)
Thomas A. Kelly
Vice President and Corporate Controller
Crown Holdings, Inc.
One Crown Way
Philadelphia, PA 19154
RE: Crown Holdings, Inc.
Form 10-K for Fiscal Year Ended December 31, 2006
Filed February 28, 2007
File No. 0-50189
Dear Mr. Kelly:
We have limited our review of your above filings to
disclosure
relating to your contacts with countries that have been identified
as
state sponsors of terrorism, and we have the following comments.
Our
review with respect to this issue does not preclude further review
by
the Assistant Director group with respect to other issues. At
this
juncture, we are asking you to provide us with supplemental
information, so that we may better understand your disclosure.
Please be as detailed as necessary in your response. After
reviewing
this information, we may raise additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or on any other
aspect
of our review. Feel free to call us at the telephone numbers
listed
at the end of this letter.
General
1. We note disclosure in a press release dated December 13, 2005
in
the "Press Release" section of your website that Crown Bevcan
Europe
& Middle East, a division of the company, manufactured beverage
cans
for the Syrian market. Syria is a country identified by the State
Department as a state sponsor of terrorism, and is subject to U.S.
economic sanctions and export controls. Your Form 10-K does not
include any information regarding contacts with Syria. Please
describe to us the nature and extent of your past, current, and
anticipated contacts with Syria, if any, whether by direct or
indirect arrangements. Your response should describe in
reasonable
detail the products and services you have provided into Syria, and
any agreements, commercial arrangements, or other contacts with
the
government of Syria or entities controlled by it.
2. Please discuss the materiality of any contacts described in
response to the foregoing comment, and whether they would
constitute
a material investment risk for your security holders. You should
address materiality in quantitative terms, including the
approximate
dollar amounts of any associated revenues, assets, and liabilities
for the last three years concerning Syria. Also, address
materiality
in terms of qualitative factors that a reasonable investor would
deem
important in making an investment decision, including the
potential
impact of corporate activities upon a company`s reputation and
share
value.
We note, for example, that Arizona and Louisiana have adopted
legislation requiring their state retirement systems to prepare
reports regarding state pension fund assets invested in, and/or
permitting divestment of state pension fund assets from, companies
that do business with countries identified as state sponsors of
terrorism. The Missouri Investment Trust has established an
equity
fund for the investment of certain state-held monies that screens
out
stocks of companies that do business with U.S.-designated state
sponsors of terrorism. The Pennsylvania legislature has adopted a
resolution directing its Legislative Budget and Finance Committee
to
report annually to the General Assembly regarding state funds
invested in companies that have ties to terrorist-sponsoring
countries. Your materiality analysis should address the potential
impact of the investor sentiment evidenced by such actions
directed
toward companies that have commercial contacts with Syria.
Your qualitative materiality analysis also should address whether,
and the extent to which, the government of Syria, or persons or
entities controlled by that government, receive cash or act as
intermediaries in connection with your operations and contacts.
3. We also note disclosure in a press release dated September 14,
2005 in the "Press Release" section of your website that Crown
Speciality Packaging, an affiliate of the company, made
promotional
metal containers for Chupa Chups Group`s confections, which were
distributed in "Korea." Please describe to us any direct or
indirect
contacts you have had, have or anticipate having with North Korea,
a
country identified by the State Department as a state sponsor of
terrorism, and subject to U.S. economic sanctions and export
controls. Provide the same type of description and materiality
analysis regarding such contacts as we have requested in the two
foregoing comments regarding your contacts with Syria.
* * * * *
Please respond to these comments within 10 business days or
tell us when you will provide us with a response. Please submit
your
response letter on EDGAR.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Exchange Act of
1934 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to the
company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filings; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.
Please understand that we may have additional comments after
we
review your response to our comments. Please contact Pradip
Bhaumik,
Attorney-Advisor, at (202) 551-3333 if you have any questions
about
the comments or our review. You may also contact me at (202) 551-
3470.
Sincerely,
Cecilia Blye, Chief
Office of Global Security
Risk
cc: Pamela Long
Assistant Director
Division of Corporation Finance
Thomas A. Kelly
Crown Holdings, Inc.
September 21, 2007
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