EXHIBIT 99.6
CROWN CORK & SEAL COMPANY, INC.
Officers' Certificate
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The undersigned, Craig R.L. Calle, the duly qualified and elected Senior
Vice President-Finance and Treasurer of Crown Cork & Seal Company, Inc., a
Pennsylvania corporation (the "Company"), and William T. Gallagher, the duly
qualified and elected Assistant Secretary and Assistant General Counsel of the
Company, pursuant to the authority granted by the Board of Directors of the
Company on December 12, 1996, in accordance with Section 3.01 of the Indenture,
dated as of December 17, 1996, among the Company, Crown Cork & Seal Finance PLC,
a public limited company organized under the laws of England and Wales, 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 by the Company is the
7-3/8% Debentures Due 2026 (the "Debentures").
2. The aggregate principal amount of Debentures which may be
authenticated and delivered under the Indenture is U.S.
$350,000,000 (except for Securities authenticated and delivered
upon registration of transfer of, or in exchange for, or in lieu
of, the Debentures pursuant to Sections 3.04, 3.05, 3.06, 9.06,
11.07 or 11.10 of the Indenture).
3. The principal of the Debentures shall be payable on December 15,
2026.
4. The Debentures shall bear interest from December 17, 1996, their
date of issue, at the annual rate of 7-3/8%. 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
Debentures and surrender for exchange of the Debentures shall be
as specified in the Debentures.
6. The Debentures 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 plus 15 basis
points.
7. The Company shall not be obligated to redeem or purchase the
Debentures pursuant to any sinking fund or at the option of the
holder thereof.
8. The Debentures 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 issued in permanent form to the Depository
Trust Company ("DTC") or its nominee, as Depositary, in the form
of two Global Securities (as defined in the Indenture and
pursuant to Section 3.11 thereof) in the amount of $200,000,000
and $150,000,000, respectively, and without interest coupons.
Beneficial interests in the Notes will trade in the DTC's Same-
Day Funds Settlement System. Upon the written instructions of
the Company, the Depositary for such Global Securities will
surrender the Global Securities in exchange in whole or in part
for Securities in definitive form.
10. The provisions of Section 4.01 relating to the satisfaction and
discharge of Securities of any series shall apply to the
Debentures.
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/Craig R.L. Calle
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Craig R.L. Calle
Senior Vice President - Finance
and Treasurer
/s/William T. Gallagher
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William T. Gallagher
Assistant Secretary and
Assistant General Counsel