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): December 1, 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 December 1, 1995 (the "Financing Signing Date"), Crown Cork & Seal
Company, Inc. ("Crown") entered into a Revolving Credit and Term Loan Agreement
(the "Credit Agreement") among Crown, a syndicate of financial institutions (the
"Lenders"), Chemical Bank as arranger and administrative agent, and Credit
Suisse and Societe Generale as arrangers and documentation agents. Pursuant to
the Credit Agreement, the Lenders will make available to Crown, subject to the
terms and conditions of the Credit Agreement, FF 13.7 billion (approximately
$2.8 billion at the present exchange rate) in a multi-currency revolving credit
facility (the "Credit Facility") to pay the cash portion of the consideration to
be paid in connection with Crown's proposed offer to purchase all of the
outstanding shares of CarnaudMetalbox (the "Offer"), to fund the costs and
expenses of the Offer, to repurchase shares of capital stock of Crown, or,
following the Offer, to be used for general corporate purposes.
Set forth below is a summary description of the Credit Facility. The
summary description is qualified in its entirety by reference to the Credit
Agreement which has been filed as Exhibit 10.1 hereto and which is incorporated
herein by reference.
The Credit Facility will consist of a multi-currency credit facility in a
principal amount of FF 13.7 billion. Prior to November 30, 1996 (the
"Commitment Termination Date"), amounts borrowed and repaid may be reborrowed,
subject to availability under the Credit Facility. On the Commitment
Termination Date, all commitments to advance loans under the Credit Facility
will terminate and any loans outstanding under the Credit Facility may be
converted to term loans at Crown's option (the "Term Loans"). All Term Loans
will mature on the date one year after the Commitment Termination Date.
Loans under the Credit Facility will bear interest, at the option of Crown,
at either (1) the London interbank offered rate
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("LIBOR") (as adjusted for certain reserve requirements, as incurred by the
lenders), or the Paris interbank offered rate for certain loans in British
pounds sterling to borrowers not located in the United Kingdom, for one-, two-,
three-, six- and (subject to the lenders' consent) twelve-month periods, plus
.100% if Crown's unsecured long term debt (the "Index Debt") is rated A or
better by S&P or A2 or better by Moody's, .125% if the Index Debt is rated A- to
BBB by S&P and A3 to Baa2 by Moody's and .175% if the Index Debt is rated BBB-
or below by S&P and Baa3 or below by Moody's (with an additional .05% to be
added to such rates on the earlier of (a) the date six months after the initial
borrowing under the Credit Facility and (b) 210 days after the Financing Signing
Date) or (2) a base rate equal to the highest of (a) the rate announced from
time to time by Chemical as its prime commercial lending rate, (b) the Base CD
rate plus 1% per annum or (c) the Federal Funds Effective Rate plus 1/2 of 1%
per annum.
The Credit Agreement includes certain terms and conditions, including
conditions precedent to the lenders' funding obligations, cost and yield
protection provisions, events of default and covenants limiting Crown's and its
subsidiaries' ability to encumber their assets and to incur debt and imposing
maximum leverage ratios and minimum fixed charge coverage ratios.
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Statement on Form S-4, as amended (No. 33-64167) (the "Registration Statement").
Item 7(c). Exhibits.
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10.1 Revolving Credit and Term Loan Agreement, dated as of December 1,
1995, among Crown Cork & Seal Company, Inc., 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.
99.1 Form of Proxy for holders of Crown Common Stock replacing the form
of proxy filed as Exhibit 99.1 to the Registration Statement.
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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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Executive Vice President
Chief Financial Officer
Date: December 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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10.1 Revolving Credit and Term Loan
Agreement, dated as of December 1,
1995, among Crown Cork & Seal
Company, Inc., 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 General, as arrangers
and documentation agents. (Certain
Schedules are omitted and will be
provided to the Securities and
Exchange Commission on request)
99.1 Form of Proxy for holders of Crown
Common Stock replacing the form of
proxy filed as Exhibit 99.1 to the
Registration Statement.