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): September 26, 1996
Crown Cork & Seal Company, Inc.
(Exact name of Registrant as specified in its charter)
Pennsylvania 1-2227 23-1526444
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
9300 Ashton Road, Philadelphia, PA 19136
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (215) 698-5100
Item 5. Other Events.
On September 26, 1996, Crown Cork & Seal Company, Inc. ("Crown") issued a
News Release (the "News Release") announcing that it has filed a Registration
Statement on Form S-3 (the "Registration Statement") with the Securities and
Exchange Commission to offer for sale shares of its Crown Common Stock and Crown
4.5% Convertible Preferred Stock owned by Compagnie Generale d'Industrie et de
Participations ("CGIP"). CGIP has announced its intention to sell 9,250,000
shares of Crown Common Stock and 3,000,000 shares of Crown 4.5% Convertible
Preferred Stock, excluding additional shares which may be issued upon exercise
of 15% over-allotment underwriters' options with respect to each offering. In
connection therewith, Crown and CGIP entered into a letter agreement (the
"Letter") clarifying the rights and obligations of each of them pursuant to the
Shareholders Agreement between them. Copies of the News Release and the Letter
are filed herewith as Exhibits 99.1 and 99.2, respectively, and are incorporated
herein by reference.
Item 7. Financial Statement and Exhibits
(b) Pro Forma Financial Information
In connection with the Registration Statement, Crown hereby
files and incorporates herein by reference from Exhibit 99.3 of
this Form 8-K, the unaudited pro forma consolidated condensed
statements of operations of Crown and CarnaudMetalbox for the
six months ended June 30, 1996 and 1995, and unaudited pro
forma consolidated condensed statement of operations for the
year ended December 31, 1995 updated from that included in
Crown's Current Report on Form 8-K/A filed on May 7, 1996.
(c) The following exhibits are filed as part of this report on Form
8-K:
99.1 Crown Cork & Seal Company, Inc. News Release dated
September 26, 1996.
99.2 Letter agreement between Crown Cork & Seal Company, Inc.
and Compagnie Generale d'Industrie et de Participations.
99.3 Unaudited pro forma consolidated condensed financial
statements of Crown and CarnaudMetalbox for the six months
ended June 30, 1996 and 1995 and for the year ended
December 31, 1995.
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
Executive Vice President
Chief Financial Officer
Date: September 26, 1996
EXHIBIT INDEX
Exhibit No.
as provided Page in
in Item 601 Sequentially
Exhibit Number Description Numbered Copy
99.1 Crown Cork & Seal Company Inc. News
Release dated September 26, 1996
99.2 Letter agreement between Crown Cork
& Seal Company, Inc. and Compagnie
Generale d'Industrie et de
Participations.
99.3 Unaudited pro forma consolidated
condensed financial statements of
Crown and CarnoudMetalbox for the
six months ended June 30, 1996
and 1995 and for the year ended
December 31, 1995.