Crown Cork & Seal Announces New Terms for Proposed Initial Public Offering of Constar International Inc.

Tuesday, November 12, 2002

PHILADELPHIA, Nov. 12 /PRNewswire-FirstCall/ -- Crown Cork & Seal Company, Inc. (NYSE: CCK) today announced that its wholly-owned subsidiary, Constar International Inc., has filed an amended registration statement with the Securities and Exchange Commission containing new terms for Constar's proposed initial public offering. The price range for the offering of Constar's common stock is expected to be between $12.00 and $14.00 per share. Crown intends to sell 10.5 million shares of Constar common stock, representing approximately 88% of the outstanding common stock of Constar, and Crown has granted the underwriters of the offering an over-allotment option to purchase all or a portion of the remaining 1.5 million shares of Constar common stock owned by Crown. Constar will not sell any shares and therefore will not receive any proceeds of the offering. Constar intends to sell $175 million of senior subordinated notes due 2012. Constar also expects to enter into a $250 million credit facility consisting of a $150 million term loan and a $100 million revolving loan facility. A $350 million note from Constar to Crown will be repaid from the proceeds of the senior subordinated notes offering, the term loan and a portion of Constar's initial borrowings under the revolving loan facility. Crown expects to use the net proceeds from its sale of Constar shares and the proceeds from the repayment by Constar of its $350 million note to Crown to repay a portion of Crown's outstanding indebtedness.

Salomon Smith Barney and Deutsche Bank Securities are acting as the joint book running managers of the Constar common stock and note offerings and JPMorgan is acting as co-manager. Copies of the written prospectuses relating to the offerings may be obtained from Salomon Smith Barney, Brooklyn Army Terminal, 140 58th Street, Brooklyn, New York 11220 or from Deutsche Bank Securities, 3921 Vero Road, Suite J, Catonsville, Maryland 21227.

A registration statement relating to these securities has been filed with the Securities and Exchange Commission but has not yet become effective. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state.

Cautionary Note Regarding Forward-Looking Statements

Except for historical information, all other information in this press release consists of forward-looking statements within the meaning of the federal securities laws. These forward-looking statements involve a number of risks, uncertainties and other factors, which may cause the actual results to be materially different from those expressed or implied in the forward-looking statements. Important factors that could cause the statements made in this press release or the actual results of operations or financial condition of Crown to differ include, without limitation, that the proposed offering is subject to a number of conditions and approvals and there can be no assurance that an offering will be completed as described or at all. Other important factors are discussed under the caption "Forward-Looking Statements" in Crown's Form 10-K Annual Report for the year ended December 31, 2001 and in subsequent filings. Crown does not intend to review or revise any particular forward-looking statement in light of future events.

Crown Cork & Seal is a leading supplier of packaging products to consumer marketing companies around the world. World headquarters are located in Philadelphia, Pennsylvania.

Constar is a leading global producer of PET plastic containers for food and beverages.

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SOURCE Crown Cork & Seal Company, Inc.