SEC Division of Corporation Finance no-action letter: Crown, Cork & Seal Company, Inc.

The Division will not object if Newco takes into account the Company's Exchange Act reporting history to determine eligibility for Form S-3 and Form S-4, or to satisfy Rule 144(c)(1) public information requirements. Newco may file post-effective amendments to the Company's existing Form S-3 and Form S-8 registration statements under Rule 414, and shareholders may tack their holding periods of Company stock to calculate Rule 144(d) holding periods for Newco stock. Additionally, Schedule 13D and 13G filers are not required to file additional or amended statements regarding the reorganization, provided they note Newco's successor status in subsequent filings, and the transaction constitutes a succession under Rule 12g-3(a).

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Securities Exchange Act of 1934 — Rule 12g-3

February 25, 2003

Response of the Office of Chief Counsel Division of Corporation Finance

Re:

Crown, Cork & Seal Company, Inc. Incoming letter dated February 25, 2003

Based on the facts presented, the Division's views are set forth below. Capitalized terms have the same meanings defined in your letter.

After consummation of the Reorganization, Newco may take into account the Company's reporting history under the Securities Exchange Act of 1934 in determining its eligibility to use Form S-3. Such history may also be used in determining whether Newco "meets the requirements for use of Form S-3" within the meaning of Form S-4.

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