SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K TO 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 17, 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 -------------- Crown Cork & Seal Finance PLC -------------------------------------------------------------- (Exact name of Registrant as specified in its charter) United Kingdom 1-12589 Not Applicable - ----------------- ------------- ------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) Downsview Road, Wantage, Oxon UK OX12 9BL - --------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 44-123-577-2929 ----------------- Crown Cork & Seal Finance -------------------------------------------------------------- (Exact name of Registrant as specified in its charter) France 1-12587 Not Applicable - ----------------- ------------- ------------------ (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) Le Colisee I, rue Fructidor, 75830 Paris Cedex 17, France - ---------------------------------------------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: 33-1-49-18-40-00 ----------------- Item 5. Other Events. ------------ On December 17, 1996, Crown Cork & Seal Company, Inc. (the "Company") and two of the Company's wholly-owned subsidiaries, Crown Cork & Seal Finance PLC ("Crown UK") and Crown Cork & Seal Finance S.A. ("Crown France"), issued $1.2 billion in public debt securities (the "Debt Securities"). The Debt Securities consist of: (i) $350 million aggregate principal amount of 7-3/8% Debentures Due 2026 issued by the Company, (ii) $150 million aggregate principal amount of 7-1/2% Debentures Due 2096 issued by the Company, (iii) $200 million aggregate principal amount of 6-3/4% Notes Due 2003 issued by Crown UK, (iv) $300 million aggregate principal amount of 7% Notes Due 2006 issued by Crown UK and (v) $200 million aggregate principal amount of 6-3/4% Notes Due 2003 issued by Crown France. All of the Debt Securities issued by Crown UK and Crown France are irrevocably and unconditionally guaranteed as to principal, interest, premium, if any, and Additional Amounts (as defined in the Indenture referred to below), if any, by the Company. Forms of the Debt Securities are attached hereto as Exhibits 99.1 - 99.5. Copies of the Officers' Certificates, dated December 17, 1996, by which the Company, Crown UK and Crown France established the Debt Securities and specified their terms are attached hereto as Exhibits 99.6 - 99.10. A copy of the Indenture, dated as of December 17, 1996, among the Company, Crown UK, Crown France and the Bank of New York, as trustee, is attached hereto as Exhibit 4.1. Exhibits 4.1 and 99.1 through 99.10 are hereby incorporated by reference. Item 7(c). Exhibits. -------- Exhibit Number Description - -------------- ----------- 4.1 Indenture, dated as of December 17, 1996, among Crown Cork & Seal Company, Inc., Crown Cork & Seal Finance PLC, and Crown Cork & Seal Finance S.A. and The Bank of New York, as trustee. 99.1 Form of 7-3/8% Debentures Due 2026 99.2 Form of 7-1/2% Debentures Due 2096 99.3 Form of UK 6-3/4% Notes Due 2003 99.4 Form of UK 7% Notes Due 2006 99.5 Form of French 6-3/4% Notes Due 2003 99.6 Officers' Certificate for 7-3/8% Debentures Due 2026 99.7 Officers' Certificate for 7-1/2% Debentures Due 2096 99.8 Officers' Certificate for 6-3/4% Notes Due 2003 99.9 Officers' Certificate for 7% Notes Due 2006 99.10 Officers' Certificate for 6-3/4% Notes Due 2003 - 2 - 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 and Chief Financial Officer CROWN CORK & SEAL FINANCE PLC By: /s/ Alan W. Rutherford ------------------------------ Managing Director CROWN CORK & SEAL FINANCE S.A. By: /s/ Alan W. Rutherford ------------------------------ Chief Financial Officer and Director Date: December 19, 1996 - 3 - EXHIBIT INDEX Exhibit No., As provided Page in in Item 601 Sequentially Exhibit Number Description Numbered Copy - -------------- ----------- ------------- 4.1 Indenture, dated as of December 17, 1996, among Crown Cork & Seal Company, Inc., Crown Cork & Seal Finance PLC, and Crown Cork & Seal Finance S.A. and The Bank of New York, as trustee. 99.1 Form of 7-3/8% Debentures Due 2026 99.2 Form of 7-1/2% Debentures Due 2096 99.3 Form of UK 6-3/4% Notes Due 2003 99.4 Form of UK 7% Notes Due 2006 99.5 Form of French 6-3/4% Notes Due 2003 99.6 Officers' Certificate for 7-3/8% Debentures Due 2026 99.7 Officers' Certificate for 7-1/2% Debentures Due 2096 99.8 Officers' Certificate for 6-3/4% Notes Due 2003 99.9 Officers' Certificate for 7% Notes Due 2006 99.10 Officers' Certificate for 6-3/4% Notes Due 2003 - 4 -