EXHIBIT 99.5
UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITORY TRUST COMPANY, A NEW YORK CORPORATION (THE "DEPOSITARY"), NEW YORK,
NEW YORK, TO THE ISSUER OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR
PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR
SUCH OTHER NAME AS IS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY (AND ANY PAYMENT IS MADE TO CEDE & CO., OR TO SUCH OTHER ENTITY AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITARY) ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS
WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST
HEREIN.
UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR SECURITIES IN
DEFINITIVE FORM, THIS SECURITY MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE
DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO
THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY
SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR
DEPOSITARY.
2
CUSIP: 22825M AA 6
No. 001 U.S. $200,000,000
CROWN CORK & SEAL FINANCE S.A.
6 3/4% Notes Due 2003
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Crown Cork & Seal Finance S.A., a societe anonyme organized under the laws
of the Republic of France (herein called the "Issuer", which term includes any
successor Person under the Indenture hereinafter referred to), for value
received, hereby promises to pay to CEDE & Co. or registered assigns, the
principal sum of TWO HUNDRED MILLION DOLLARS on December 15, 2003, at the office
or agency of the Issuer referred to below, and to pay interest thereon from
December 17, 1996 or from the most recent Interest Payment Date to which
interest has been paid or duly provided for, semi-annually on June 15 and
December 15 in each year, commencing June 15, 1997, at the rate of 6.750% per
annum, until the principal hereof is paid or duly provided for. The interest so
payable, and punctually paid or duly provided for, on any Interest Payment Date
will, as provided in such Indenture, be paid to the Person in whose name this
Security (or one or more Predecessor Securities) is registered at the close of
business on the Regular Record Date for such interest, which shall be the June 1
or December 1 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date, and at maturity, to the Persons to whom
principal is payable. Any such interest not so punctually paid or duly provided
for shall forthwith cease to be payable to the Holder on such Regular Record
Date and may either be paid to the Person in whose name this Security (or one or
more Predecessor Securities) is registered at the close of business on a Special
Record Date for the payment of such Defaulted Interest to be fixed by the
Trustee, notice whereof shall be given to Holders not less than 10 days prior to
such Special Record Date, or may be paid at any time in any other lawful manner
not inconsistent with the requirements of any securities exchange on which the
Securities may be listed, and upon such notice as may be required by such
exchange, all as more fully provided in said Indenture. Any interest paid on
this Security shall be increased to the extent necessary to pay Additional
Amounts as set forth in this Security.
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Payment of the principal of (and premium, if any) and interest on this
Security will be made at the Corporate Trust Office of the Trustee in The City
of New York, in such coin or currency of the United States of America as at the
time of payment is legal tender for payment of public and private debts;
provided, however, that payment of interest may be made at the option of the
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Issuer by check drawn upon any Paying Agent and mailed on or prior to an
Interest Payment Date to the address of the Person entitled thereto as such
address shall appear on the Security Register.
Reference is hereby made to the further provisions of this Security set
forth on the reverse hereof, which further provisions shall for all purposes
have the same effect as if set forth at this place.
Unless the certificate of authentication hereon has been duly executed by
the Trustee referred to on the reverse hereof by manual signature, this Security
shall not be entitled to any benefit under the Indenture, or be valid or
obligatory for any purpose.
IN WITNESS WHEREOF, the Issuer has caused this instrument to be duly
executed under its corporate seal.
CROWN CORK & SEAL FINANCE S.A.,
By
_____________________________
Name:
Title:
[SEAL]
Attest:
____________________
Authorized Signature
4
This is one of the Securities referred to in the within-mentioned
Indenture.
THE BANK OF NEW YORK, as Trustee,
By
_____________________________
Authorized Signatory
Date:
5
This Security is one of a duly authorized issue of Securities of the
Issuer (herein called the "Securities"), issued and to be issued in one or more
series under an indenture (herein called the "Indenture") dated as of December
17, 1996, among the Issuer, Crown Cork & Seal Company, Inc. (herein the
"Guarantor" which term includes any successor Person under the Indenture
referred to herein), Crown Cork & Seal Finance PLC and The Bank of New York, as
trustee (herein called the "Trustee," which term includes any successor Trustee
under the Indenture), to which Indenture and all indentures supplemental thereto
reference is hereby made for a statement of the respective rights, limitations
of rights, duties, obligations and immunities thereunder of the Issuer, the
Guarantor, the Trustee and the Holders of the Securities, and of the terms upon
which the Securities are, and are to be, authenticated and delivered. This
Security is one of a series designated on the face hereof, limited in aggregate
principal amount to $200,000,000.
The Securities will be redeemable as a whole or in part, at the option
of the Issuer at any time, at a Redemption Price equal to the greater of (i)
100% of the principal amount of the Securities to be redeemed and (ii) the sum
of the present values of the Remaining Scheduled Payments thereon discounted to
the Redemption Date on a semiannual basis (assuming a 360-day year consisting of
twelve 30-day months) at the Treasury Rate, plus in either case accrued interest
on the principal amount being redeemed to the Redemption Date.
In addition to its ability to redeem this Security pursuant to the
foregoing, this Security may be redeemed by the Issuer on the terms set forth,
and as more fully described, in the Indenture, in certain circumstances where
the Issuer would be required to pay Additional Amounts in respect hereof as a
result of a change or amendment of any law, regulation or published tax ruling
of the jurisdiction in which the Issuer or any Successor is organized, or any
political subdivision or taxing authority thereof or therein, affecting
taxation, or change in the official administration, interpretation or
application thereof, in each case occurring after the issue date hereof or which
change in such official administration, interpretation or application shall not
have been available to the public prior to the issue date hereof, which change
shall require the Issuer to pay Additional Amounts.
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In the event of redemption of this Security in part only, a new
Security or Securities of this series for the unredeemed portion hereof will be
issued in the name of the Holder hereof upon the cancellation hereof.
The Indenture contains provisions for defeasance at any time of the
entire indebtedness of the series of which this Security is a part or certain
restrictive covenants and Events of Default with respect to this Security, in
each case upon compliance with certain conditions set forth in the Indenture.
If an Event of Default with respect to Securities of this series shall
occur and be continuing, the principal of the Securities of this series may be
declared due and payable in the manner and with the effect provided in the
Indenture.
All payments pursuant to this Security shall be made without
withholding or deduction for, or on account of, any present or future taxes,
duties, assessments or governmental charges of whatever nature imposed or levied
by or on behalf of the jurisdiction (the "applicable taxing jurisdiction") in
which the Issuer or any Successor is organized or resident (or deemed for tax
purposes to be resident) or any political subdivision or taxing authority
thereof or therein, unless such taxes, duties, assessments or governmental
charges are required by the applicable taxing jurisdiction or any such
subdivision or authority to be withheld or deducted. In that event, the Issuer
will pay such Additional Amounts (as defined in the Indenture) as will result
(after deduction of such taxes, duties, assessments or governmental charges and
any additional taxes, duties, assessments or governmental charges payable in
respect of such) in the payment to each Holder of a Security of the amounts
which would have been payable in respect of the Security thereof had no such
withholding or deduction been required, subject to certain exceptions as set
forth in Section 10.07 of the Indenture.
The Indenture permits, with certain exceptions as therein provided,
the amendment thereof and the modification of the rights and obligations of the
Issuer and the Guarantor and the rights of the Holders of the Securities of each
series to be affected under the Indenture at any time by the Issuer, the
Guarantor and the Trustee with the consent of the Holders of a majority in
aggregate principal amount of the Securities at the time Outstanding of each
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series to be affected. The Indenture also contains provisions permitting the
Holders of specified percentages in aggregate principal amount of the Securities
of each series at the time Outstanding, on behalf of the Holders of all the
Securities, to waive compliance by the Issuer and the Guarantor with certain
provisions of the Indenture and certain past defaults under the Indenture and
their consequences. Any such consent or waiver by or on behalf of the Holder of
this Security shall be conclusive and binding upon such Holder and upon all
future Holders of this Security and of any Security issued upon the registration
of transfer hereof or in exchange hereof or in lieu hereof whether or not
notation of such consent or waiver is made upon this Security.
No reference herein to the Indenture and no provision of this Security
or of the Indenture shall alter or impair the obligation of the Issuer, which is
absolute and unconditional, to pay the principal of (and premium, if any) and
interest and any Additional Amounts on this Security at the times, place, and
rate, and in the coin or currency, herein prescribed.
As provided in the Indenture and subject to certain limitations
therein set forth, the transfer of this Security is registrable in the Security
Register, upon surrender of this Security for registration of transfer at the
Corporate Trust Office of the Trustee in The City of New York, duly endorsed by,
or accompanied by a written instrument of transfer in form satisfactory to the
Issuer and the Security Registrar duly executed by, the Holder hereof or his
attorney duly authorized in writing, and thereupon one or more new Securities,
of authorized denominations and for the same aggregate principal amount, will be
issued to the designated transferee or transferees.
The Securities of this series are issuable in registered form without
coupons in denominations of $1,000 and any integral multiple thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Securities are exchangeable for a like aggregate principal amount of
Securities of a different authorized denomination, as requested by the Holder
surrendering the same.
No service charge shall be made to the Holders for any registration of
transfer or exchange or redemption of Securities, but the Issuer may require
payment of a sum
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sufficient to cover any tax or other governmental charge payable in connection
therewith.
Prior to and at the time of due presentment of this Security for
registration of transfer, the Issuer, the Guarantor, the Trustee and any agent
of the Issuer, the Guarantor, or the Trustee may treat the Person in whose name
this Security is registered as the owner hereof for all purposes, whether or not
this Security be overdue, and neither the Issuer, the Guarantor, the Trustee nor
any such agent shall be affected by notice to the contrary.
All terms used in this Security and the notation of the Guarantees set
forth below which are defined in the Indenture shall have the meanings assigned
to them in the Indenture.
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CROWN CORK & SEAL COMPANY, INC., a Pennsylvania corporation (the
"Guarantor", which term includes any Successor under the Indenture (the
"Indenture") referred to in the Security on which this notation is endorsed) has
unconditionally guaranteed, pursuant to the terms of the Guarantees contained in
Article XIII of the Indenture, the due and punctual payment of the principal of,
and any premium, interest and Additional Amounts on, this Security, when and as
the same shall become due and payable, whether at the Stated Maturity, by
declaration of acceleration, call for redemption or otherwise, in accordance
with the terms of this Security and the Indenture.
The obligations of the Guarantor to the Holders of the Securities and
to the Trustee pursuant to the Guarantees and the Indenture are expressly set
forth in Article XIII of the Indenture, and reference is hereby made to such
Article and Indenture for the precise terms of the Guarantees.
The Guarantees shall not be valid or obligatory for any purpose until
the certificate of authentication on the Security upon which this notation of
the Guarantees is endorsed shall have been executed by the Trustee under the
Indenture by the manual signature of one of its authorized signatories.
IN WITNESS WHEREOF, the Guarantor has caused this instrument to be
duly executed under its corporate seal.
CROWN CORK & SEAL COMPANY, INC.,
By
______________________________
Name:
Title:
[SEAL]
Attest:
____________________
Authorized Signature