Exhibit 2.1
CROWN CORK & SEAL COMPANY, INC.
9300 ASHTON ROAD
PHILADELPHIA, PA 19136
Compagnie Generale d'Industrie et
de Participations
89, rue Taitbout
75009 Paris, France
Gentlemen:
Reference is made to the Exchange Offer Agreement dated as of May 22, 1995,
as amended as of November 13, 1995 (the "Exchange Offer Agreement"), between
Crown Cork & Seal Company, Inc. ("Crown") and Compagnie Generale d'Industrie et
de Participations ("CGIP"). This letter amends the Exchange Offer Agreement as
set forth herein. Capitalized terms used but not otherwise defined herein have
the meanings ascribed thereto in the Exchange Offer Agreement.
Section 1(h) of the Exchange Offer Agreement is hereby amended and restated
in its entirety as follows:
"Company Options. Subject to applicable law and regulation, and
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subject to the terms of the Company's employee stock options
outstanding on the date of this Agreement, and the New Options and the
1994 Options to the extent issued in accordance with this Agreement
(the outstanding options, the New Options and the 1994 Options are
collectively referred to as the "Outstanding Options"), on the
Commencement Date, Crown shall make an irrevocable offer to each
holder of Outstanding Options in the categories specified in (i) and
(ii) below, subject in all cases to successful completion of the
Offer, and evidenced solely by delivery by Crown of a letter addressed
to Company option holders at the Company's headquarters at 153, rue de
Courcelles, 75817 Paris FRANCE c/o Chief Financial Officer, to settle
such holder's Outstanding Options (or in the case of clause (ii)
below, the shares of Common Stock received upon exercise of such
Outstanding Options) in such categories, as follows:
(i) For each Outstanding Option that (a) is outstanding on the
Commencement Date and (b) was granted less than three years prior
to the expiration date of the Offer period (other than in the
limited case where no three year non-exercisability period
applied to such option), Crown will offer the holder a cash
indemnity in exchange for the termination of the holder's rights
under such option, which cash indemnity shall be in an amount
equal to the difference between the Cash Election Price and the
exercise price of the applicable option; provided that the cash
indemnity will in no event exceed the amount specified above and
no payment shall be made for taxes, social contributions or other
costs; and
(ii) For each Outstanding Option that (a) is outstanding on the
Commencement Date, (b) is held by a person who is a French tax
resident as of the Commencement Date and (c) was granted at least
three years but less than five years prior to the expiration date
of the Offer period (or granted less than five years prior to the
expiration date of the Offer period in the limited case where no
three year non-exercisability period applied to such option),
Crown will offer the holder the right to "put" the shares of
Common Stock received upon exercise of such Outstanding Option in
accordance with its terms to Crown, free and clear of any lien or
other encumbrance, at a price per share of Common Stock so
received equal to the Cash Election Price plus interest
calculated at a rate equal to 6% per annum (subject to adjustment
as described below) calculated from and including the expiration
date of the Offer period until but excluding the date the
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shares of Common Stock received upon exercise of the applicable
option are purchased by Crown. The interest rate described above
shall be automatically increased by 1% or decreased by 1%, as
appropriate, from time to time by 1% at any one time whenever the
difference between the then current interest rate hereunder and
the then current six-month LIBOR rate is 1%. The put right may be
exercised only with respect to the number of shares of Common
Stock which the holder would be entitled to receive upon exercise
of the options as of the Commencement Date, and no adjustment
shall be given effect following the Commencement Date with
respect to any anti-dilution provisions of the plans under which
the applicable options were granted. The foregoing put right will
terminate with respect to a share of Common Stock received upon
exercise of an Outstanding Option 90 days following the earlier
of the date of exercise of such Outstanding Option after the
Commencement Date and the fifth anniversary of the date of grant
of the applicable option.
Subject to compliance with the foregoing, nothing herein shall limit
Crown's ability to restrict or terminate any Outstanding Options to
the extent agreed between Crown and the holder of such Outstanding
Options or any other Outstanding Options.
Except as specifically amended hereby, the remaining provisions of the
Exchange Offer Agreement shall remain in full force and effect.
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Please indicate your agreement with the foregoing by signing the enclosed
copy of this letter in the space indicated below and returning such copy to the
undersigned.
Sincerely,
CROWN CORK & SEAL COMPANY, INC.
By: /s/ A.W. Rutherford
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Accepted and Agreed:
COMPAGNIE GENERALE D'INDUSTRIE ET
DE PARTICIPATIONS
By: /s/ Ernest-Antoine Selliere
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Date: December 28, 1995
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