AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON DECEMBER 10, 1996
REGISTRATION NO. 333-16869
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 2
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CROWN CORK & SEAL CROWN CORK & SEAL CROWN CORK & SEAL
COMPANY, INC. FINANCE PLC FINANCE
(EXACT NAME OF (EXACT NAME OF (EXACT NAME OF
REGISTRANT AS SPECIFIED REGISTRANT AS SPECIFIED REGISTRANT AS SPECIFIED
IN ITS CHARTER) IN ITS CHARTER) IN ITS CHARTER)
PENNSYLVANIA UNITED KINGDOM FRANCE
(STATE OR OTHER (STATE OR OTHER (STATE OR OTHER
JURISDICTION OF JURISDICTION OF JURISDICTION OF
INCORPORATION OR INCORPORATION OR INCORPORATION OR
ORGANIZATION) ORGANIZATION) ORGANIZATION)
23-1526444 NOT APPLICABLE NOT APPLICABLE
(I.R.S. EMPLOYER (I.R.S. EMPLOYER (I.R.S. EMPLOYER
IDENTIFICATION NO.) IDENTIFICATION NO.) IDENTIFICATION NO.)
DOWNSVIEW ROAD LE COLISEE I
WANTAGE, OXON UK RUE FRUCTIDOR
9300 ASHTON ROAD OX12 9BL
PHILADELPHIA, PA 44-123-577-2929 75830 PARIS CEDEX 17,
19136 FRANCE
(215) 698-5100 (ADDRESS, INCLUDING ZIP 33-1-49-18-40-00
CODE, AND TELEPHONE (ADDRESS, INCLUDING ZIP
NUMBER, INCLUDING AREA CODE, AND TELEPHONE
(ADDRESS, INCLUDING ZIP CODE, OF REGISTRANT'S NUMBER, INCLUDING AREA
CODE, AND TELEPHONE PRINCIPAL EXECUTIVE CODE, OF REGISTRANT'S
NUMBER, INCLUDING AREA OFFICES) PRINCIPAL EXECUTIVE
CODE, OF REGISTRANT'S OFFICES)
PRINCIPAL EXECUTIVE
OFFICES)
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RICHARD L. KRZYZANOWSKI, ESQ.
CROWN CORK & SEAL COMPANY, INC.
9300 ASHTON ROAD
PHILADELPHIA, PA 19136
(215) 698-5208
(NAME, ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE,
OF AGENT FOR SERVICE)
COPIES TO:
THOMAS A. RALPH, ESQ. JOHN W. WHITE, ESQ.
WILLIAM G. LAWLOR, ESQ. CRAVATH, SWAINE & MOORE
DECHERT PRICE & RHOADS 825 EIGHTH AVENUE
4000 BELL ATLANTIC TOWER, NEW YORK, NY 10019
1717 ARCH STREET (212) 474-1000
PHILADELPHIA, PA 19103-2793
(215) 994-4000
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after the effective date of this Registration Statement as determined
by market conditions.
If the only securities being registered on this Form are offered pursuant to
dividend or interest reinvestment plans, please check the following box. [_]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or
interest reinvestment plans, please check the following box. [X]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following
box and list the Securities Act registration number of the earlier effective
registration statement for the same offering. [_]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration number of the earlier effective registration statement for the
same offering. [_]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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THE REGISTRANTS HEREBY AMEND THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANTS
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(A) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(A), MAY DETERMINE.
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This Registration Statement, as amended, also constitutes Post-Effective
Amendment No. 1 to Registration Statement No. 33-56965 of Crown Cork & Seal
Company, Inc., which was declared effective on January 9, 1995. Such Post-
Effective Amendment shall hereafter become effective concurrently with the
effectiveness of this Registration Statement and in accordance with Section
8(c) of the Securities Act. Pursuant to Rule 429 under the Securities Act, the
Prospectus filed as part of this Registration Statement also constitutes a
Prospectus for Registration Statement No. 33-56965. The $200,000,000 in Debt
Securities remaining unsold from Registration Statement No. 33-56965 will be
combined with the $1,300,000,000 aggregate amount of Debt Securities to be
registered pursuant to this Registration Statement to enable the Registrants
to offer an aggregate amount of $1,500,000,000 pursuant to the combined
Prospectus; provided that $200,000,000 of Debt Securities may be offered only
by Crown Cork & Seal Company, Inc.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The following table sets forth the expenses of issuance and distribution
estimated* to be incurred in connection with the issuance and distribution of
the securities registered hereby, other than underwriting discounts and
commissions:
SEC registration fee............................................. $393,939
Rating agencies' fees............................................ 330,000
Trustee's fees................................................... 90,000
Printing expenses................................................ 150,000
Legal fees and expenses.......................................... 125,000
Accountants' fees and expenses................................... 25,000
Blue Sky fees and expenses....................................... 0
Miscellaneous.................................................... 50,000
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Total.......................................................... $1,163,939
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* All items estimates except for SEC registration fee.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Under the Pennsylvania Business Corporation Law of 1988, as amended (the
"PBCL"), Pennsylvania corporations, such as Crown Cork & Seal Company, Inc.
(the "Company"), have the power to indemnify any person acting as a
representative of the corporation against liabilities incurred in such
capacity provided certain standards are met, including good faith and the
belief that the particular action or failure to take action is in the best
interests of the corporation. In general, this power to indemnify does not
exist in the case of actions against any person by or in the right of the
corporation if the person otherwise entitled to indemnification shall have
been adjudged to be liable to the corporation unless a court determines that
despite the adjudication of liability but in view of all the circumstances of
the case, the person is fairly and reasonably entitled to indemnity for
expenses that the court deems proper. A corporation is required to indemnify
representatives of the corporation against expenses they may incur in
defending actions against them in such capacities if they are successful on
the merits or otherwise in the defense of such actions. In all other cases, if
a representative of the corporation acted, or failed to act, in good faith and
in a manner he or she reasonably believed to be in or not opposed to the best
interests of the corporation, indemnification is discretionary, except as may
be otherwise provided by a corporation's bylaws, agreement, vote of
shareholders or disinterested directors or otherwise. Indemnification so
otherwise provided may not, however, be made if the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness. Expenses (including attorney's
fees) incurred in defending any such action may be paid by the corporation in
advance of the final disposition of the action upon receipt of an undertaking
by or on behalf of the representative to repay the amount if it is ultimately
determined that he or she is not entitled to be indemnified by the
corporation.
Section 1746 of the PBCL provides that the foregoing provisions shall not be
deemed exclusive of any other rights to which a person seeking indemnification
may be entitled under, among other things, any bylaw provision, provided that
no indemnification may be made in any case where the act or failure to act
giving rise to the claim for indemnification is determined by a court to have
constituted willful misconduct or recklessness.
II-1
The Company's Bylaws provide that the Company shall indemnify to the fullest
extent permitted by applicable law any person who was or is a party or is
threatened to be made a party to or is otherwise involved in any threatened,
pending or completed action, suit or proceeding by reason of the fact that
such person is or was a director or officer of the Company, against all
liability, loss and expense (including attorney's fees and amounts paid in
settlement) actually and reasonably incurred by such person in connection with
such proceeding, whether or not the indemnified liability arises or arose from
any proceeding by or in the right of the Company. The Company's Bylaws also
provide that expenses incurred by a director or officer in defending (or
acting as a witness in) a proceeding may (and, following a "change in control
of the Company" shall) be paid by the Company in advance of the final
disposition of such proceeding, subject to the provisions of applicable law,
upon receipt of an undertaking by or on behalf of the director or officer to
repay such amount if it shall ultimately be determined that such person is not
entitled to be indemnified by the Company under applicable law. Additionally,
the Company's Bylaws limit directors' personal liability for monetary damages
for any action taken, or any failure to take any action, unless (1) the
director has breached or failed to perform the duties of his or her office
under the PBCL's standard of care and justifiable reliance provisions and (2)
the breach or failure to perform constitutes self-dealing, willful misconduct
or recklessness. However, these provisions do not apply to the responsibility
or liability of a director pursuant to any criminal statute or for the payment
of taxes pursuant to local, state or federal law. The Company has purchased
directors and officers' liability insurance covering certain liabilities which
may be incurred by the officers and directors of the Registrant in connection
with the performance of their duties.
The above provisions of the Company's Bylaws provide for indemnification of
(but not advancement of expenses to) directors and officers of subsidiaries of
the Company, such as Crown Cork & Seal Finance PLC and Crown Cork & Seal
Finance S.A., to the same extent as directors and officers of the Company. In
addition, the Articles of Association of Crown Cork & Seal Finance PLC provide
that, subject to applicable law, every director and officer shall be entitled
to be indemnified out of its assets against all costs, charges, losses,
expenses and liabilities incurred or sustained by him in the execution and
discharge of his duties or otherwise in relation thereto. With respect to
Crown Cork & Seal Finance S.A., French company law does not allow companies to
indemnify directors and officers (directeurs generaux) in their capacity as
directors and officers, respectively.
ITEM 16. EXHIBITS
The Exhibit Index appearing on page II-9 is hereby incorporated by
reference.
ITEM 17. UNDERTAKINGS
The undersigned Registrants hereby undertake:
(1) (a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement;
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement.
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement;
provided, however, that the undertakings set forth in paragraphs (i) and
(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed by the Registrants pursuant to section 13 or section 15(d) of
the Securities Exchange Act of 1934 that are incorporated by reference in
this Registration Statement.
II-2
(b) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new Registration Statement relating to the securities offered
herein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(d) If the registrant is a foreign private issuer, to file a post-
effective amendment to the registration statement to include any financial
statements required by Rule 3-19 of Regulation S-X at the start of any
delayed offering or throughout a continuous offing. Financial statements
and information otherwise required by Section 10(a)(3) of the Act need not
be furnished, provided that the registrant includes in the prospectus, by
means of a post-effective amendment, financial statements required pursuant
to this paragraph (a)(4) and other information necessary to ensure that all
other information in the prospectus is at least as current as the date of
those financial statements. Notwithstanding the foregoing, with respect to
registration statements on Form F-3, a post-effective amendment need not be
filed to include financial statements and information required by Section
10(a)(3) of the Act or Rule 3-19 of Regulation S-X if such financial
statements and information are contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in the Form F-3.
(2) For purposes of determining any liability under the Securities Act of
1933, each filing of the Company's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is
incorporated by reference in the registration statement shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrants pursuant to the foregoing provisions
described in Item 15 above, the Registrants have been informed that in the
opinion of the Commission such indemnification is against public policy as
expressed in the Securities Act of 1933 and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Registrants of expenses incurred or paid by
a director, officer, or controlling person of the Registrants in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrants will, unless in the opinion of its
counsel the matter has been settled by controlling precedent, submit to a
court of appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act of 1933
and will be governed by the final adjudication of such issue.
(4)(a) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(b) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of prospectus
shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that
time shall be deemed to be the initial bona fide offering thereof.
II-3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
indicated below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
December 10, 1996.
Crown Cork & Seal Company, Inc.
/s/ William J. Avery
By:
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Name: William J. Avery
Title: Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 10, 1996.
SIGNATURES TITLE
/s/ William J. Avery Chairman of the
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WILLIAM J. AVERY Board and Chief
Executive Officer
(Principal
Executive Officer)
/s/ Alan W. Rutherford Executive Vice
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ALAN W. RUTHERFORD President, Chief
Financial Officer
and Director
(Principal
Financial Officer)
/s/ Timothy J. Donahue Vice President and
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TIMOTHY J. DONAHUE Controller
(Principal
Accounting
Officer)
* Director
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HENRY E. BUTWEL
Director
*
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CHARLES F. CASEY
II-4
SIGNATURES TITLE
Director
*
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FRANCIS X. DALTON
Director
*
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GUY DE WOUTERS
Director
*
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CHESTER C. HILINSKI
Director
*
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RICHARD L. KRZYZANOWSKI
Director
*
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JOSEPHINE C. MANDEVILLE
Director
*
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MICHAEL J. MCKENNA
Director
*
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FELIX G. ROHATYN
Director
*
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JEAN-PIERRE ROSSO
Director
*
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J. DOUGLASS SCOTT
Director
*
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ERNEST-ANTOINE SEILLIERE
II-5
SIGNATURES
TITLE
Director
*
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ROBERT J. SIEBERT
Director
*
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HAROLD A. SORGENTI
/s/ William J. Avery
*By: _______________________________
WILLIAM J. AVERY ATTORNEY-IN-FACT
II-6
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
indicated below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Philadelphia, Commonwealth of Pennsylvania, on
December 10, 1996.
Crown Cork & Seal Finance PLC
By: /s/ Alan W. Rutherford
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Name: Alan W. Rutherford
Title: Managing Director
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 10, 1996.
SIGNATURES
TITLE
/s/ Alan W. Rutherford Managing Director
- ------------------------------------ (Principal
ALAN W. RUTHERFORD Executive,
Financial and
Accounting
Officer)
/s/ Craig R.L. Calle Director
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CRAIG R.L. CALLE
Authorized Representative
Crown Cork & Seal Company, Inc. in the United States
By: /s/ Alan W. Rutherford
--------------------------------
Name: Alan W. Rutherford
Title: Executive Vice President
and Chief Financial Officer
II-7
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
indicated below certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Paris, Republic of France, on December 10, 1996.
Crown Cork & Seal Finance S.A.
By: /s/ Bernard Rolley
-----------------------------------
Name: Bernard Rolley
Title: Chairman and Chief Executive
Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities indicated
on December 10, 1996.
SIGNATURES
TITLE
/s/ Bernard Rolley Chairman and Chief
- ------------------------------------ Executive Officer
BERNARD ROLLEY (Principal
Executive Officer)
/s/ Alan W. Rutherford Chief Financial Officer
- ------------------------------------ and Director (Principal
ALAN W. RUTHERFORD Financial and
Accounting Officer)
/s/ Peter Collier Director
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PETER COLLIER
/s/ Timothy J. Donahue Director
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TIMOTHY J. DONAHUE
Crown Cork & Seal Company, Inc. Authorized Representative
in the United States
By: /s/ Alan W. Rutherford
---------------------------------
Name: Alan W. Rutherford
Title: Executive Vice President
and Chief Financial Officer
II-8
INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION NUMBERED PAGE
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1.1 Form of Underwriting Agreement.
4.1 Form of Indenture, including form of Debt Security.*
4.2 Form of Bearer Security Depositary Agreement.
5.1 Opinion of Dechert Price & Rhoads.
5.2 Opinion of Titmuss Sainer Dechert.
5.3 Opinion of Jeantet et Associes.
12.1 Computation of Ratio of Earnings to Fixed Charges.*
23.1 Consent of Price Waterhouse LLP.*
23.2 Consent of Arthur Andersen LLP, Befec-Price
Waterhouse, Claude Chevalier and Salustro Reydel.*
23.3 Consent of Dechert Price & Rhoads (included in Exhibit
5.1).
23.4 Consent of Titmuss Sainer Dechert (included in Exhibit
5.2).
23.5 Consent of Jeantet & Associes (included in Exhibit
5.3).
24.1 Powers of Attorney.*
25.1 Form T-1 Statement of Eligibility and Qualification of
The Bank of New York, as Trustee, under the Trust
Indenture Act of 1939, as amended.*
* Previously filed.