EXHIBIT 99.8
CROWN CORK & SEAL FINANCE PLC
Officers' Certificate
---------------------
The undersigned, Alan W. Rutherford, the duly qualified and elected
Managing Director of Crown Cork & Seal Finance PLC, a public limited company
organized under the laws of England and Wales (the "Company"), and Craig R. L.
Calle, the duly qualified and elected Director of the Company, pursuant to the
authority granted by the Board of Directors of the Company on November 26 and
December 11, 1996, in accordance with Section 3.01 of the Indenture, dated as of
December 17, 1996, among the Company, Crown Cork & Seal Company, Inc., a
Pennsylvania corporation, Crown Cork & Seal Finance S.A., a societe anonyme
organized under the laws of the Republic of France, and The Bank of New York, as
trustee (the "Indenture"), hereby certify as follows:
1. The title of the Securities to be issued is the
6-3/4% Notes Due 2003 (the "Notes").
2. The aggregate principal amount of Notes which may be
authenticated and delivered under the Indenture is U.S.
$200,000,000 (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu
of, the Notes pursuant to Sections 3.04, 3.05, 3.06, 9.06 or
11.07 of the Indenture).
3. The principal of the Notes shall be payable on December 15, 2003.
4. The Notes shall bear interest from December 17, 1996, their date
of issue, at the annual rate of 6 3/4%. Interest shall be
payable semi-annually on December 15 and June 15 of each year,
commencing June 15, 1997, to holders of record on the preceding
December 1 or June 1, as the case may be.
5. The place for payment of principal of and interest on the Notes
and surrender for exchange of the Notes shall be as specified in
the Notes.
6. The Notes shall be subject to redemption at the option of the
Company prior to maturity pursuant to Section 11.09 of the
Indenture, at a rate equal to the Treasury Rate.
7. The Company shall not be obligated to redeem or purchase the
Notes pursuant to any sinking fund or at the option of the holder
thereof.
8. The Notes shall be subject to the Events of Default set forth in
Section 5.01 of the Indenture, to the covenants of the Company
set forth in Article X of
the Indenture, and to the provisions of Section 10.12 of the
Indenture.
9. The Notes shall be entitled to the benefit of the Guarantees
afforded by Article XIII of the Indenture.
10. The Notes shall be issued in permanent and bearer form to The
Bank of New York, as Bearer Security Depositary, in the form of
one UK Global Security (as defined in the Indenture and pursuant
to Section 3.12 thereof) in the amount of $200,000,000 and
without interest coupons. Beneficial interests in the Notes will
trade in the Depository Trust Company's Same-Day Funds Settlement
System. Upon the written instructions of the Company, the Bearer
Security Depositary for such UK Global Security will surrender
the UK Global Security in whole or in part for Securities in
definitive form.
11. The provisions of Section 4.01 relating to the satisfaction and
discharge of Securities of any series shall apply to the Notes.
Capitalized terms not otherwise defined herein have the meanings set
forth in the Indenture.
IN WITNESS WHEREOF, I have affixed my signature hereto this 17th day
of December, 1996.
/s/ Alan W. Rutherford
----------------------------
Alan W. Rutherford
Managing Director
/s/ Craig R.L. Calle
-------------------------
Craig R.L. Calle
Director