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): May 22, 1995
Crown Cork & Seal Company, Inc.
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(Exact name of Registrant as specified in its charter)
Pennsylvania 1-2227 23-1526444
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9300 Ashton Road, Philadelphia, PA 19136
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 698-5100
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Item 5. Other Events.
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On May 22, 1995, Crown Cork & Seal Company, Inc. (the "Company")
entered into an Exchange Offer Agreement, dated as of May 22, 1995 (the
"Agreement"), between the Company and Compagnie Generale d'Industrie et de
Participations, a societe anonyme organized under the laws of the Republic of
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France ("Shareholder").
Pursuant to the Agreement and subject to the terms and conditions
thereof, the Company has agreed to make (or cause a wholly-owned subsidiary of
the Company to make) a public exchange offer (the "Offer") in France for all the
outstanding shares of common stock, FF 10 par value per share (the "Common
Stock"), of CarnaudMetalbox, a societe anonyme organized under the laws of the
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Republic of France ("CMB"), and Shareholder has agreed to tender all shares of
Common Stock beneficially owned by Shareholder pursuant to the Offer and to
elect irrevocably to receive only Units (as defined below) in consideration for
such shares. The Company has also agreed, subject to the terms and conditions
of the Agreement, to make (or cause a wholly-owned subsidiary to make) an
exchange offer in the United Kingdom on terms identical to the Offer.
Subject to the terms and conditions of the Agreement, shareholders of
CMB will be offered, for each share of Common Stock tendered and not withdrawn,
a choice between (i) 1.065 units (each, a "Unit"), each Unit consisting of (x)
.75 shares of Company common stock, par value $5.00 per share ("Crown Common
Stock"), and (y) .25 shares of Company 4.5% cumulative convertible preferred
stock, with a par value per share equal to the average of the Market Closing
Price (as defined in the Agreement) per share of Crown Common Stock for the most
recent 20 business days on which trading of Crown Common Stock has occurred
prior to the Measurement Date (as defined in the Agreement) (the "Crown
Preferred Stock"), and (ii) cash in an amount of FF 225.
The ratio of 1.065 Units for each share of Common Stock is subject to
adjustment to the extent set forth in the Agreement based on, among other
things, the Average Crown Common Stock Price (as defined in the Agreement).
The Agreement includes other provisions, including, without limitation,
a provision effective on the closing of the Offer (the "Closing Date") relating
to the formation of a strategic committee of the Company's Board of Directors
and the chairmanship of such committee by a director designated by Shareholder.
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On the Closing Date, the Company and Shareholder will enter into a
Shareholders Agreement in the form attached as Annex 3 to the Agreement or such
other form as may be agreed to by the parties (the "Shareholders Agreement").
The Shareholders Agreement contains, among other things, standstill provisions
as well as provisions relating to voting rights, Shareholder's right to
designate certain directors, restrictions on Shareholder's transfer of
securities of the Company, and registration rights.
The foregoing description of the Agreement, the Crown Preferred Stock
and the Shareholders Agreement is qualified in its entirety by reference to the
text of the Agreement, the form of proposed Amendment to the Articles of
Incorporation of the Company and the form of Shareholders Agreement, which are
filed as Exhibit 2.1 hereto and which are incorporated herein by reference.
Item 7(c). Exhibits.
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2.1 Exchange Offer Agreement, dated as of May 22, 1995, between Crown Cork
& Seal Company, Inc. and Compagnie Generale d'Industrie et de
Participations (including the proposed Amendment to the Articles of
Incorporation of the Company attached as Annex 1 thereto, the Amendment
to the By-Laws of the Company attached as Annex 2 thereto, the form of
Shareholders Agreement attached as Annex 3 thereto, and certain
statements in respect of CMB attached as Annex 4 thereto).
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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
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Alan W. Rutherford
Executive Vice President and
Chief Financial Officer
Date: June 15, 1995
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EXHIBIT INDEX
Exhibit No.,
As provided Page in
in Item 601 Sequentially
Exhibit Number Description Numbered Copy
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2.1 Exchange Offer Agreement, 6
dated as of May 22, 1995,
between Crown Cork & Seal
Company, Inc. and Compagnie
Generale d'Industrie et de
Participations (including
the proposed Amendment to the
Articles of Incorporation of
the Company attached as Annex
1 thereto, the Amendment to
the By-Laws of the Company
attached as Annex 2 thereto,
the form of Shareholders
Agreement attached as Annex 3
thereto, and certain statements
in respect of CMB attached as
Annex 4 thereto)