Exhibit 10.1
CROWN CORK & SEAL COMPANY, INC.
CROWN CORK & SEAL FINANCE PLC
CROWN CORK & SEAL FINANCE S.A.
Debt Securities
TERMS AGREEMENT
---------------
December 12, 1996
Crown Cork & Seal Company, Inc.
Crown Cork & Seal Finance PLC
Crown Cork & Seal Finance S.A.
c/o Crown Cork & Seal Company, Inc.
9300 Ashton Road
Philadelphia, Pennsylvania 19136
Attention: Mr. Alan W. Rutherford
Executive Vice President
Chief Financial Officer
Ladies and Gentlemen:
We understand that (i) Crown Cork & Seal Company, Inc., a Pennsylvania
corporation (the "Company"), proposes to issue and sell $350,000,000 principal
amount of its 7 3/8% Debentures Due 2026 and $150,000,000 principal amount of
its 7 1/2% Debentures Due 2096 (collectively, the "Debentures"), (ii) Crown Cork
& Seal Finance PLC ("Crown UK"), a public limited company organized under the
laws of England and Wales, proposes to issue and sell $200,000,000 of its 6 3/4%
Notes Due 2003 and $300,000,000 of its 7% Notes Due 2006 (collectively, the "UK
Notes") and (iii) Crown Cork & Seal Finance S.A. ("Crown France" and
collectively with the Company and Crown UK, the "Issuers"), a societe anonyme
organized under the laws of the Republic of France, proposes to issue and sell
$200,000,000 principal amount of its 6 3/4% Notes Due 2003 (collectively with
the Debentures and the UK Notes, the "Offered Debt Securities"). We offer to
purchase, on and subject to the terms and conditions of the Underwriting
Agreement (the "Underwriting Agreement") filed as an exhibit to the registration
statements of the Issuers on Form S-3 (No. 333-16869) and incorporated by
reference herein, the Offered Debt Securities on the following terms:
2
I. CROWN CORK & SEAL COMPANY, INC.
A. 7 3/8% Debentures Due 2026
--------------------------
Principal Amount: $350,000,000
Interest: 7.375% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 15, 1997, to
holders of record on the preceding June 1 or
December 1, as the case may be.
Maturity: December 15, 2026
Currency: US$
Denominations: $1,000
Form: Represented by 2 Global Notes in registered
form, and beneficial interests in such will
trade in DTC's Same-Day Funds Settlement System.
Optional Redemption: Section 11.09 of the Indenture shall be
applicable, at a rate equal to the Treasury
Rate plus 15 basis points.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Other: Sections 4.01 and 10.12 of the
Indenture shall be applicable.
Purchase Price: 97.924% of principal amount, plus accrued
interest, if any, from December 17, 1996.
Expected Reoffering Price: 98.799% of principal amount, subject to change
by the undersigned.
3
B. 7 1/2% Debentures Due 2096
--------------------------
Principal Amount: $150,000,000
Interest: 7.500% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 15, 1997, to
holders of record on the preceding June 1 or
December 1, as the case may be.
Maturity: December 15, 2096
Currency: US$
Denominations: $1,000
Form: Represented by 1 Global Note in registered form,
and beneficial interests in such will trade in
DTC's Same-Day Funds Settlement System.
Optional Redemption: Section 11.09 of the Indenture shall be
applicable, at a rate equal to the Treasury Rate
plus 20 basis points.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Other: Sections 4.01, 10.12 and 11.10 ("Conditional
Right to Shorten Maturity") of the Indenture
shall be applicable.
Purchase Price: 97.224% of principal amount, plus accrued
interest, if any, from December 17, 1996.
Expected Reoffering Price: 98.349% of principal amount, subject to change
by the undersigned.
4
II. CROWN CORK & SEAL FINANCE PLC
A. 6 3/4% Notes Due 2003
---------------------
Principal Amount: $200,000,000
Guarantee: Unconditionally guaranteed by Crown Cork & Seal
Company, Inc. on the terms set forth in Section
13.01 of the Indenture.
Interest: 6.750% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 15, 1997, to
holders of record of the certificateless
depositary interests in the Notes on the
preceding June 1 or December 1, as the case may
be.
Maturity: December 15, 2003
Currency: US$
Denominations: $1,000
Form: Represented by 1 Global Note in bearer form and
beneficial interests in such will trade in DTC's
Same-Day Funds Settlement System.
Optional Redemption: Section 11.09 of the Indenture shall be
applicable, at a rate equal to the Treasury
Rate.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Other: Sections 4.01 and 10.12 of the
Indenture shall be applicable.
Purchase Price: 98.913% of principal amount, plus accrued
interest, if any, from December 17, 1996.
5
Purchase Price: 98.913% of principal amount, plus accrued
interest, if any, from December 17, 1996.
Expected Reoffering Price: 99.463% of principal amount, subject to change
by the undersigned.
B. 7% Notes Due 2006
-----------------
Principal Amount: $300,000,000
Guarantee: Unconditionally guaranteed by Crown Cork & Seal
Company, Inc. on the terms set forth in Section
13.01 of the Indenture.
Interest: 7.000% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 15, 1997, to
holders of record of the certificateless
depositary interests in the Notes on the
preceding June 1 or December 1, as the case may
be.
Maturity: December 15, 2006
Currency: US$
Denominations: $1,000
Form: Represented by 2 Global Notes in bearer form and
beneficial interests in such will trade in DTC's
Same-Day Funds Settlement System.
Optional Redemption: Section 11.09 of the Indenture shall be
applicable, at a rate equal to the Treasury
Rate.
Sinking Fund: None.
6
Delayed Delivery Contracts: None.
Other: Sections 4.01 and 10.12 of the
Indenture shall be applicable.
Purchase Price: 99.017% of principal amount, plus accrued
interest, if any, from December 17, 1996.
Expected Reoffering Price: 99.667% of principal amount, subject to change
by the undersigned.
III. CROWN CORK & SEAL FINANCE S.A.
6 3/4% Notes Due 2003
---------------------
Principal Amount: $200,000,000
Guarantee: Unconditionally guaranteed by Crown Cork & Seal
Company, Inc. on the terms set forth in Section
13.01 of the Indenture.
Interest: 6.750% per annum, from December 17, 1996,
payable semiannually on June 15 and December 15
of each year, commencing June 15, 1997, to
holders of record on the preceding June 1 or
December 1, as the case may be.
Maturity: December 15, 2003
Currency: US$
Denominations: $1,000
Form: Represented by 1 Global Note in registered form
and beneficial interests in such will trade in
DTC's Same-Day Funds Settlement System.
7
Optional Redemption: Section 11.09 of the Indenture shall be
applicable, at a rate equal to the Treasury
Rate.
Sinking Fund: None.
Delayed Delivery Contracts: None.
Other: Sections 4.01 and 10.12 of the
Indenture shall be applicable.
Purchase Price: 98.913% of principal amount, plus accrued
interest, if any, from December 17, 1996.
Expected Reoffering Price: 99.463% of principal amount, subject to change
by the undersigned.
The Closing will be held at 10:00 a.m., New York City time on December 17,
1996, at the offices of Cravath, Swaine & Moore, with payment to be made by wire
transfer of same day funds.
The Address for Service of Notices is:
c/o Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
The respective principal amounts of the Offered Debt Securities to be
purchased by each of the Underwriters are set forth opposite their names in
Schedule A hereto.
It is understood that we may, with your consent, amend this offer to add
additional Underwriters and reduce the aggregate principal amount to be
purchased by the Underwriters listed in Schedule A hereto by the aggregate
principal amount to be purchased by such additional Underwriters.
8
All the provisions of the Underwriting Agreement, attached as Exhibit A
hereto, are incorporated herein by reference. We are in receipt of (i) a draft
of the letter required to be delivered by Price Waterhouse pursuant to Section
5(a) of the Underwriting Agreement and (ii) a draft of the letter required to be
delivered by Befec-Price Waterhouse pursuant to Section 5(b) of the Underwriting
Agreement, and understand that we will receive executed copies of such letters
no later than December 17, 1996.
The Offered Debt Securities will be made available for checking and
packaging at the office of The Bank of New York, New York, New York at least 24
hours prior to the Closing Date.
Please signify your acceptance of our offer by signing the enclosed
response to us in the space provided and returning it to us.
Very truly yours,
SALOMON BROTHERS INC
CS FIRST BOSTON CORPORATION
CHASE SECURITIES INC.
J.P. MORGAN SECURITIES INC.
By SALOMON BROTHERS INC
By /s/ David Sullivan
-------------------------------
Name: David Sullivan
Title: Vice President
Acting severally on behalf of themselves as
Underwriters
9
Schedule A
Principal Principal Principal Principal Principal
Amount of Amount of Amount of Amount of Amount of
2026 2096 UK 2003 UK 2006 French 2003
Underwriters Debentures Debentures Notes Notes Notes
- ------------- ----------- ----------- ----------- ----------- -----------
Salomon Brothers Inc.............. 87,500,000 37,500,000 50,000,000 75,000,000 50,000,000
CS First Boston Corporation....... 87,500,000 37,500,000 50,000,000 75,000,000 50,000,000
Chase Securities Inc.............. 87,500,000 37,500,000 50,000,000 75,000,000 50,000,000
J.P. Morgan Securities Inc........ 87,500,000 37,500,000 50,000,000 75,000,000 50,000,000
Total.......................... 350,000,000 150,000,000 200,000,000 300,000,000 200,000,000
10
December 12, 1996
To: Salomon Brothers Inc
CS First Boston Corporation
Chase Securities Inc.
J.P. Morgan Securities Inc.
c/o Salomon Brothers Inc
Seven World Trade Center
New York, NY 10048
We accept the offer contained in your letter dated December 12, 1996
(including the provisions of the Underwriting Agreement (as defined below)),
relating to $1,200,000,000 principal amount of our Debt Securities, subject to
the terms and conditions of the Underwriting Agreement. We also confirm that,
to the best of our knowledge after reasonable investigation, (i) the
representations and warranties of the undersigned in the Underwriting Agreement
(the "Underwriting Agreement") filed as an exhibit to the undersigned's
registration statement on Form S-3 (Nos. 333-16869) (the "Registration
Statement") are true and correct in all material respects, (ii) no stop order
suspending the effectiveness of the Registration Statement has been issued and
no proceedings for that purpose have been instituted or are contemplated by the
Securities and Exchange Commission and (iii) subsequent to the dates of the most
recent financial statements in the Prospectus (as defined in the Underwriting
Agreement) (exclusive of any supplement thereto), there has been no material
adverse change in the financial position or results
11
of operations of Crown Cork & Seal Company, Inc. and its subsidiaries taken as a
whole except as set forth in or contemplated by the Prospectus.
Very truly yours,
CROWN CORK & SEAL COMPANY, INC.
By /s/ Alan W. Rutherford
--------------------------------
Name: Alan W. Rutherford
Title: Executive Vice President
and Chief Financial Officer
CROWN CORK & SEAL FINANCE PLC
By /s/ Alan W. Rutherford
------------------------------
Name: Alan W. Rutherford
Title: Managing Director
CROWN CORK & SEAL FINANCE S.A.
By /s/ Alan W. Rutherford
------------------------------
Name: Alan W. Rutherford
Title: Chief Financial Officer
and Director