SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): February 22, 1996
Crown Cork & Seal Company, Inc.
(Exact name of Registrant as specified in its charter)
Pennsylvania 1-2227 23-1526444
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9300 Ashton Road, Philadelphia, PA 19136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 698-5100
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Item 2. Acquisition or Disposition of Assets.
Acquisition of CarnaudMetalbox
On February 26, 1996, Crown completed settlement of its
previously announced exchange offer (the "Offer") to acquire all
of the outstanding shares of common stock, par value FF 10 per
share (the "CarnaudMetalbox Shares"), of CarnaudMetalbox, a
French societe anonyme. Under the terms of the Offer, Crown offered
to exchange or purchase each CarnaudMetalbox Share validly
tendered in the Offer for, at the election of the holder, either
(1) 1.086 Units, each Unit consisting of (x) .75 shares of Crown
Common Stock, par value $5.00 per share ("Crown Common Stock")
and (y) .25 shares of Crown 4.5% Convertible Preferred Stock, par
value $41.8875 per share ("Crown Preferred Stock") or (2) FF 225
in cash. The Offer was made pursuant to the terms of the
Exchange Offer Agreement dated May 22, 1995, as amended (the
"Exchange Offer Agreement") between Crown and Compagnie Generale
d'Industrie et de Participations ("CGIP"), a French societe anonyme
and the principal shareholder of CarnaudMetalbox. A description
of the Exchange Offer Agreement was previously reported in
Crown's Current Reports on Form 8-K dated May 22, 1995 and
December 28, 1995 and Crown's Proxy Statement/Prospectus (the
"Proxy Statement") dated November 14, 1995 forming a part of
Crown's Amendment No. 1 to its Registration Statement on Form S-4
(No. 33-64167) (the "Registration Statement") filed with the
Securities and Exchange Commission on November 14, 1995.
85,923,200 CarnaudMetalbox Shares, representing
approximately 98.7% of the outstanding CarnaudMetalbox Shares,
were validly tendered into the Offer. Of the 85,923,200
CarnaudMetalbox Shares tendered, 40,125,825 were tendered for
cash (aggregating approximately FF 9.0 billion or $1.8 billion)
and 45,797,825 were exchanged for Units (resulting in Crown
issuing 37,300,898 shares of Crown Common Stock and 12,432,622
shares of Crown Preferred Stock). Pursuant to the terms of the
Exchange Offer Agreement, CGIP exchanged its CarnaudMetalbox
Shares for Units and received 21,330,903 shares of Crown Common
Stock and 7,110,300 shares of Crown Preferred Stock. CGIP's
shares of Crown Common Stock and Crown Preferred Stock are held
pursuant to the Shareholders Agreement described below.
The financing for the cash portion of the consideration
paid in the Offer was obtained pursuant to the Revolving Credit
and Term Loan Agreement dated December 1, 1995 (the "Credit
Agreement") among Crown, a syndicate of financial institutions,
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Chemical Bank as arranger and administrative agent, and Credit
Suisse and Societe Generale as arrangers and documentation agents
previously reported in Item 5 of Crown's Current Report on Form
8-K dated December 1, 1995.
In accordance with the terms of the Exchange Offer
Agreement, Crown has adopted Amended and Restated Articles of
Incorporation and the terms of Crown Preferred Stock and has
amended and restated its Bylaws, which are filed as exhibits
hereto and incorporated herein by reference to Exhibits 3.1, 3.2
and 3.3, respectively, of Crown's Registration Statement on Form
8-A dated February 20, 1996.
Shareholders Agreement
Pursuant to the Exchange Offer Agreement, Crown and
CGIP entered into the Shareholders Agreement dated as of February
22, 1996 (the "Shareholders Agreement"). Subject to the terms of
the Shareholders Agreement, CGIP has agreed to certain standstill
provisions which prohibit CGIP from acquiring beneficial
ownership of voting securities representing more than 19.95% of
the outstanding Total Voting Power (as defined in the
Shareholders Agreement) of Crown, making a Takeover Proposal (as
defined in the Shareholders Agreement) for Crown or its
subsidiaries and taking certain other actions.
The Shareholders Agreement provides that CGIP is
entitled to designate up to three persons (the "CGIP Designees")
to be nominated for election as directors of Crown at each annual
meeting of Crown shareholders, depending on the amount of Crown
voting securities beneficially owned by CGIP. On February 22,
1996, the Crown Board of Directors elected Ernest-Antoine
Seilliere, Guy de Wouters and Felix G. Rohatyn to the Crown Board
in accordance with this provision.
CGIP has also agreed to vote any Crown voting
securities beneficially owned by CGIP during the Standstill
Period (as defined in the Shareholders Agreement and described
generally below) in the manner recommended by Crown's Board of
Directors in connection with the election of directors of Crown
and any question relating to a Takeover Proposal.
The Shareholders Agreement also contains provisions
relating to Crown's dividend policy and debt rating, certain
restrictions on CGIP's sale or transfer of its shares of Crown
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Stock and CGIP's registration rights with respect to its shares
of Crown Stock.
The Standstill Period began on February 22, 1996 and
terminates under certain circumstances upon the earliest to occur
of (i) the later of February 22, 1999 and the date on which CGIP
beneficially owns voting securities of Crown representing less
than 3.5% of the outstanding Total Voting Power of Crown, (ii)
the date Crown breaches certain provisions relating to CGIP's
board representation or Crown's dividend policy or debt rating,
(iii) the date Crown agrees to recommend (or ceases to oppose)
the consummation of a Specified Event (as defined in the
Shareholders Agreement) or enters into, or takes material steps
to solicit, an agreement with respect to certain fundamental
corporate transactions involving Crown or its subsidiaries, (iv)
the date a person other than CGIP acquires 25% of the Total
Voting Power of Crown, or (v) the date any CGIP Designee fails to
be elected to Crown's Board of Directors.
A summary of the Shareholders Agreement was previously
reported under the caption "THE SHAREHOLDERS AGREEMENT" in the
Proxy Statement. In addition, the foregoing description is
qualified in its entirety by reference to the complete text of
the Shareholders Agreement, which is incorporated herein by
reference and attached hereto as Exhibit 2.2.
Item 5. Other Events.
On February 22, 1996, the Crown Board of Directors
declared a cash dividend of $0.25 per share of Crown Common Stock
payable on March 29, 1996 to shareholders of record on March 15,
1996. Dividends on the Crown Preferred Stock issued in
conjunction with the Offer will accrue from the issuance date of
February 26, 1996, but have not been declared. Such dividends
are expected to be payable on May 20, 1996.
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of CarnaudMetalbox.
The audited consolidated financial statements of
CarnaudMetalbox for the years ended December 31, 1993 and 1994,
and the independent auditors' report thereon, which are required
to be filed herewith were previously reported on pages F-1
through F-46 of Crown's Proxy Statement forming a part of the
Registration Statement and such financial statements are filed as
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Exhibit 99.1 hereto and are incorporated herein by reference.
The audited consolidated financial statements of CarnaudMetalbox
for the year ended December 31, 1995 and the independent
auditors' report thereon, which are required to be filed herewith
are not included herein. Such financial statements will be filed
as soon as practicable, but no later than 60 days after the date
this report is required to be filed.
(b) Pro Forma Financial Information.
The pro forma financial information required by Article
11 of Regulation S-X in connection with the acquisition of
CarnaudMetalbox reported in Item 2 of this Form 8-K is not
included herein. Such pro forma financial information will be
filed as soon as practicable, but no later than 60 days after the
date this report is required to be filed.
(c) The following exhibits are filed as part of this report
on Form 8-K:
2.1 Exchange Offer Agreement dated as of May 22, 1995, as
amended, between Crown and Compagnie Generale d'Industrie et de
Participations, incorporated by reference to Annex A of Crown's
Proxy Statement/Prospectus dated November 14, 1995 forming a part
of Crown's Amendment No. 1 to Registration Statement on Form S-4
(No. 33-64167) filed with the Securities and Exchange Commission
on November 14, 1995, and to Exhibit 2.1 of Crown's Current
Report on Form 8-K dated December 28, 1995.
2.2 Shareholders Agreement dated February 22, 1996 between
Crown and Compagnie Generale d'Industrie et de Participations.
3.1 Amended and Restated Articles of Incorporation of
Crown, incorporated by reference to Exhibit 3.1 of Crown's
Registration Statement on Form 8-A dated February 20, 1996.
3.2 Resolution fixing the terms of Crown Preferred Stock,
incorporated by reference to Exhibit 3.2 of Crown's Registration
Statement on Form 8-A dated February 20, 1996.
3.3 Bylaws of Crown, as amended, incorporated by reference
to Exhibit 3.3 of Crown's Registration Statement on Form 8-A
dated February 20, 1996.
10.1 Revolving Credit and Term Loan Agreement, dated as of
December 1, 1995, among Crown, each of the Subsidiary Borrowers
as defined therein, the financial institutions which are
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signatories thereto (the "Lenders"), Chemical Bank, as arranger
and administrative agent for the Lenders, and Credit Suisse and
Societe Generale, as arrangers and documentation agents,
incorporated by reference to Exhibit 10.1 of Crown's Current
Report on Form 8-K (File No. 1-2227) dated December 1, 1995.
23.1 Consent of Arthur Andersen LLP and Befec-Price
Waterhouse.
99.1 The audited consolidated financial statements of
CarnaudMetalbox for the years ended December 31, 1993 and 1994,
and the independent auditors' report thereon, which were
previously reported on pages F-1 through F-46 of Crown's Proxy
Statement/Prospectus dated November 14, 1995 forming a part of
Crown's Amendment No. 1 to Registration Statement on Form S-4
(No. 33-64167) filed with the Securities and Exchange Commission
on November 14, 1995, are hereby incorporated by reference
herein.
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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 CORK & SEAL COMPANY, INC.
By /s/ Alan W. Rutherford
Executive Vice President
Chief Financial Officer
Date: March 1, 1996
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EXHIBIT INDEX
Exhibit No.,
As provided Page in
in Item 601 Sequentially
Exhibit Number Description Numbered Copy
2.1 Exchange Offer Agreement
dated as of May 22, 1995,
as amended, between Crown
and Compagnie Generale
d'Industrie et de
Participations,
incorporated by reference
to Annex A of Crown's
Proxy Statement/
Prospectus dated November
14, 1995 forming a part
of Crown's Amendment No.
1 to Registration
Statement on Form S-4
(No. 33-64167) filed with
the Securities and
Exchange Commission on
November 14, 1995, and to
Exhibit 2.1 of Crown's
Current Report on Form 8-K
dated December 28, 1995.
2.2 Shareholders Agreement 12
dated February 22, 1996
between Crown and
Compagnie Generale
d'Industrie et de
Participations.
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3.1 Amended and Restated
Articles of Incorporation
of Crown, incorporated by
reference to Exhibit 3.1
of Crown's Registration
Statement on Form 8-A
dated February 20, 1996.
3.2 Resolution fixing the
terms of Crown Preferred
Stock, incorporated by
reference to Exhibit 3.2
of Crown's Registration
Statement on Form 8-A
dated February 20, 1996.
3.3 Bylaws of Crown, as
amended, incorporated by
reference to Exhibit 3.3
of Crown's Registration
Statement on Form 8-A
dated February 20, 1996.
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10.1 Revolving Credit and Term
Loan Agreement, dated as
of December 1, 1995,
among Crown, each of the
Subsidiary Borrowers as
defined therein, the
financial institutions
which are signatories
thereto (the "Lenders"),
Chemical Bank, as
arranger and
administrative agent for
the Lenders, and Credit
Suisse and Societe
Generale, as arrangers
and documentation agents,
incorporated by reference
to Exhibit 10.1 of
Crown's Current Report on
Form 8-K (File No. 1-2227)
dated December 1, 1995.
23.1 Consent of Arthur 47
Andersen LLP and Befec-
Price Waterhouse.
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99.1 The audited consolidated
financial statements of
CarnaudMetalbox for the
years ended December 31,
1993 and 1994, and the
independent auditors'
report thereon, which
were previously reported
on pages F-1 through F-46
of Crown's Proxy
Statement/Prospectus
dated November 14, 1995
forming a part of Crown's
Amendment No. 1 to
Registration Statement on
Form S-4 (No. 33-64167)
filed with the Securities
and Exchange Commission
on November 14, 1995, are
hereby incorporated by
reference herein.
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