CROWN CORK & SEAL COMPANY, INC.
Debt Securities Exhibit 4
TERMS AGREEMENT
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August 25, 1999
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, Pennsylvania 19154-4599
Attention: Mr. Craig R.L. Calle
Senior Vice President
- Finance and Treasurer
Ladies and Gentlemen:
We understand that Crown Cork & Seal Company, Inc., a
Pennsylvania corporation (the "Company"), proposes to issue and sell
$350,000,000 principal amount of its 7 1/8% Notes due 2002 (the "Notes" or the
"Offered Debt Securities"). We offer to purchase, on and subject to the terms
and conditions of the Underwriting Agreement (the "Underwriting Agreement")
filed as an exhibit to the registration statement of the Issuers on Form S-3
(No. 333-16869) and incorporated by reference herein, the Offered Debt
Securities on the following terms:
I. CROWN CORK & SEAL COMPANY, INC.
A. 7 1/8% Notes due 2002
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Principal Amount: $350,000,000
Interest: 7 1/8% per annum, from August 30, 1999, payable
semiannually on March 1 and September 1 of each
year, commencing March 1, 2000, to holders of record
on the preceding February 15 or August 15, as the
case may be.
Maturity: September 1, 2002
Currency: US$
Denominations: $1,000
Form: Represented by Global Notes in registered form, and
beneficial interests in such will trade in DTC's
Same-Day Funds Settlement System.
Optional Redemption: None.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Other: Sections 4.01 and 10.12 of the Indenture shall be
applicable.
Purchase Price: 99.384% of principal amount, plus accrued interest,
if any, from August 30, 1999.
Expected Reoffering Price: 99.784% of principal amount, subject to change by
the undersigned.
2
The Closing will be held at 9:00 a.m., New York City time on
August 30, 1999, at the offices of Cravath, Swaine & Moore, with immediate
payment to be made by wire transfer of same day funds.
The Address for Service of Notices is:
c/o Salomon Smith Barney Inc.
Seven World Trade Center
New York, NY 10048
and
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, PA 19154-4599
The respective principal amounts of the Offered Debt
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.
All the provisions of the Underwriting Agreement, attached as
Exhibit A hereto, are incorporated herein by reference. We are in receipt of a
draft of the letter required to be delivered by PricewaterhouseCoopers pursuant
to Section 5(a) of the Underwriting Agreement and understand that we will
receive executed copies of such letters no later than August 30, 1999.
The Offered Debt Securities will be made available for
checking at the office of The Bank of New York, New York, New York at least 24
hours prior to the Closing Date.
3
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 SMITH BARNEY INC.
CHASE SECURITIES INC.
J.P. MORGAN SECURITIES INC.
BANC OF AMERICA SECURITIES LLC
GOLDMAN, SACHS & CO.
By SALOMON SMITH BARNEY INC.
By /s/ Jane A. Bieneman
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Name: Jane A. Bieneman
Title: Vice President
Acting severally on behalf of
themselves as Underwriters
Schedule A
PRINCIPAL
AMOUNT OF
UNDERWRITERS NOTES
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Salomon Smith Barney Inc. .................... $175,000,000
Chase Securities Inc. ........................ 52,500,000
J.P. Morgan Securities Inc. .................. 52,500,000
Banc of America Securities LLC ................ 35,000,000
Goldman Sachs & Co. .......................... 35,000,000
Total ......................................... $350,000,000
August 25, 1999
To: Salomon Smith Barney Inc.
Chase Securities Inc.
J.P. Morgan Securities Inc.
Banc of America Securities LLC
Goldman, Sachs & Co.
c/o Salomon Smith Barney Inc.
Seven World Trade Center
New York, NY 10048
We accept the offer contained in your letter dated August 25,
1999 (including the provisions of the Underwriting Agreement (as defined
below)), relating to $350,000,000 principal amount of our Debt Securities,
subject to the terms and conditions of the Underwriting Agreement. We also
confirm that, to the best of our knowledge after reasonable investigation, (i)
the representations and warranties of the undersigned in the Underwriting
Agreement (the "Underwriting Agreement") filed as an exhibit to the
undersigned's registration statement on Form S-3 (Nos. 333-16869) (the
"Registration Statement") are true and correct in all material respects, (ii) no
stop order suspending the effectiveness of the Registration Statement has been
issued and no proceedings for that purpose have been instituted or are
contemplated by the Securities and Exchange Commission and (iii) subsequent to
the dates of the most recent financial statements in the Prospectus (as defined
in the Underwriting Agreement) (exclusive of any supplement thereto), there has
been no material adverse change in the financial position or results of
operations of Crown Cork & Seal Company, Inc.
Very truly yours,
CROWN CORK & SEAL COMPANY, INC.
By /s/ Craig R.L. Calle
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Name: Craig R.L. Calle
Title: Senior Vice President -
Finance and Treasurer