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CROWN CORK & SEAL COMPANY, INC.
Debt Securities
TERMS AGREEMENT
June 9, 1994
Crown Cork & Seal Company, Inc.
9300 Ashton Road
Philadelphia, Pennsylvania 19136
Attention: Mr. Craig R.L. Calle
Vice President and Treasurer
Ladies and Gentlemen:
We offer to purchase, on and subject to the terms and
conditions of the Underwriting Agreement filed as an exhibit to
the registration statement of Crown Cork & Seal Company, Inc.
(the "Company") on Form S-3 (No. 33-56252) (the "Underwriting
Agreement"), the following securities (collectively, the
"Securities") on the following terms:
7% Notes Due 1999.
Principal Amount: $100,000,000.
Interest: 7% per annum, from June
16, 1994, payable
semiannually on June 15
and December 15 of each
year, commencing December
15, 1994, to holders of
record on the preceding
June 1 or December 1,
as the case may be.
Maturity: June 15, 1999.
Optional redemption: None.
Sinking Fund: None.
Delayed Delivery
Contracts: None.
Other: Section 10.11 of the
Indenture shall be
applicable.
Purchase Price: 99.11% of principal
amount, plus accrued
interest, if any, from
June 16, 1994.
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Expected Reoffering
Price: 99.71% of principal
amount, subject to change
by the undersigned.
Closing: 10:00 A.M., New York City
time, on June 16, 1994, at
the offices of Simpson
Thacher & Bartlett, with
payment to be made in New
York Clearing House (next
day) funds.
The respective principal amounts of the Securities to be
purchased by each of the Underwriters are set forth opposite
their names in Schedule A hereto.
It is understood that we may, with your consent, amend
this offer to add additional Underwriters and reduce the
aggregate principal amount to be purchased by the Underwriters
listed in Schedule A hereto by the aggregate principal amount to
be purchased by such additional Underwriters.
The provisions of the Underwriting Agreement are
incorporated herein by reference, except that the letter of Price
Waterhouse to be delivered on or prior to the date hereof
pursuant to Section 5(a) of the Underwriting Agreement shall not
be required, and the matters to have been set forth in such
letter shall instead be included in the letter of Price
Waterhouse dated the Closing Date (as defined in the Underwriting
Agreement) and delivered pursuant to subsection 5(h) of the
Underwriting Agreement, which letter must be satisfactory in form
and substance to the Underwriters.
The Securities will be made available for checking and
packaging at the office of Chemical Bank, New York, New York at
least 24 hours prior to the Closing Date.
Please signify your acceptance of our offer by signing
the enclosed response to us in the space provided and returning
it to us.
Very truly yours,
SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
As Underwriters
By SALOMON BROTHERS INC
By /s/ Jeffrey R. Cameron
Title: Vice President
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TO: SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
As Underwriters,
c/o Salomon Brothers Inc
7 World Trade Center
New York, N.Y. 10048
We accept the offer contained in your letter, dated June
9, 1994, relating to $100 million principal amount of our 7%
Notes due 1999. We also confirm that, to the best of our
knowledge after reasonable investigation, the representations and
warranties of the undersigned in the Underwriting Agreement filed
as an exhibit to the undersigned's registration statement on Form
S-3 (No. 33-56252) (the "Underwriting Agreement") are true and
correct, no stop order suspending the effectiveness of the
Registration Statement (as defined in the Underwriting Agreement)
or of any part thereof has been issued and no proceedings for
that purpose have been instituted or, to the knowledge of the
undersigned, are contemplated by the Securities and Exchange
Commission and, subsequent to the respective dates of the most
recent financial statements in the Prospectus (as defined in the
Underwriting Agreement), there has been no material adverse
change in the financial position or results of operations of the
undersigned and its subsidiaries except as set forth in or
contemplated by the Prospectus.
Very truly yours,
CROWN CORK & SEAL COMPANY, INC.
By /s/ Craig R.L. Calle
Craig R.L. Calle
Vice President and Treasurer
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SCHEDULE A
Principal Amount
Underwriter of Notes
Salomon Brothers Inc . . . . . . . . . $ 50,000,000
CS First Boston Corporation. . . . . . $ 50,000,000
Total. . . . . . . . . . . . . . . . . $ 100,000,000