CROWN CORK & SEAL COMPANY, INC.
Debt Securities
TERMS AGREEMENT
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January 18, 1995
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. 33-56965) (as
amended by this Terms Agreement, the "Underwriting Agreement"), the following
securities (collectively, the "Securities") on the following terms:
8-3/8% Notes Due 2005
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Principal Amount: $300,000,000
Interest: 8-3/8% per annum, from January 25, 1995, payable
semiannually on July 15 and January 15 of each
year, commencing July 15, 1995, to holders of
record on the preceding July 1 or January 1, as
the case may be.
Maturity: January 15, 2005.
Optional Redemption: None.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Other: Sections 4.1 and 10.11 of the Indenture shall be
applicable.
Purchase Price: 99.135% of principal amount, plus accrued
interest, if any, from January 25, 1995.
Expected Reoffering Price: 99.785% of principal amount, subject to change by
the undersigned.
Closing: 10:00 a.m., New York City time on January 25,
1995, at the offices of Cleary, Gottlieb, Steen &
Hamilton, 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 Underwriting Agreement is hereby amended by deleting the reference to
the registration number in the third line of Section 2(a) and inserting in lieu
thereof, "(No. 33-56965)".
All the provisions of the Underwriting Agreement are incorporated herein by
reference. We are in receipt of a draft of the letter required to be delivered
by Price Waterhouse pursuant to Section 5(a) of the Underwriting Agreement and
understand that we will receive an executed copy of such letter no later than
January 20, 1995.
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.
-2-
Please signify your acceptance of our offer and the above amendment 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
J.P. MORGAN SECURITIES INC.
As Representatives of the several
Underwriters listed on Schedule A
hereto
By SALOMON BROTHERS INC
By /s/ Jeffrey R. Cameron
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Jeffrey R. Cameron
Vice President
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January 18, 1995
To: Salomon Brothers Inc
CS First Boston Corporation
J.P. Morgan Securities Inc.
As Representatives of the Underwriters
c/o Salomon Brothers Inc
Seven World Trade Center
New York, New York 10048
We accept the offer and amendment to the Underwriting Agreement (as
defined below) contained in your letter, dated January 18, 1995, relating to
$300 million principal amount of our 8-3/8% Notes due 2005. 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.
33-56965) (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 taken as a whole except as set forth in or
contemplated by the Prospectus.
Very truly yours,
CROWN CORK & SEAL COMPANY, INC.
By /s/ Craig R.L. Calle
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Craig R. L. Calle
Vice President and Treasurer
Schedule A
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Underwriter Principal Amount of Securities
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Salomon Brothers Inc $ 93,334,000
CS First Boston Corporation 93,333,000
J.P. Morgan Securities Inc. 93,333,000
Chemical Securities Inc. 10,000,000
C.J. Lawrence/Deutsche Bank
Securities Corporation 10,000,000
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Total: $300,000,000