<PAGE>1
As filed with the Securities and Exchange Commission on March 16, 1994
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
CROWN CORK & SEAL COMPANY, INC.
(Exact name of Registrant as specified in its charter)
Pennsylvania 23-1526444
(State or other jurisdiction of (I.R.S. employer
incorporation or organization) identification no.)
9300 Ashton Road, Philadelphia, PA 19136
(Address of principal executive offices) (Zip Code)
Crown Cork & Seal Company, Inc.
Stock Purchase Plan
(Full title of the plan)
Copy to:
Richard L. Krzyzanowski, Esquire Thomas A. Ralph, Esquire
Executive Vice President, William G. Lawlor, Esquire
Secretary and General Counsel Dechert Price & Rhoads
Crown Cork & Seal Company, Inc. 4000 Bell Atlantic Tower
9300 Ashton Road 1717 Arch Street
Philadelphia, PA 19136 Philadelphia, PA 19103
(215) 698-5208 (215) 994-4000
(Name, address, and telephone number,
including area code, of agent for service)
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION> Proposed maximum Proposed maximum
Title of Securities Amount to be offering price aggregate offering Amount of
to be registered registered per share(1) price(1) registration fee
<S> <C> <C> <C> <C>
Common Stock, 1,000,000 $37.5625 $37,562,500 $12,952.59
$5.00 par value
</TABLE>
[FN]
(1) Estimated solely for purposes of determining the registration fee in
accordance with Rule 457(h) under the Securities Act of 1933, as amended.
The proposed maximum offering price is based on $37.5625, the average of
the high and low prices of Common Stock of Crown Cork & Seal Company, Inc.
on March 10, 1994.
</PAGE>
<PAGE>2
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.Incorporation of Documents by Reference.
The following documents pertaining to Crown Cork & Seal Company, Inc.
(the "Registrant") and the Crown Cork & Seal Company, Inc. Stock Purchase Plan
(the "Plan") filed or to be filed with the Securities and Exchange Commission
(the "Commission") are incorporated by reference in this Registration Statement
as of their respective dates:
1. The Registrant's latest Annual Report on Form 10-K filed pursuant
to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act").
2. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act since the end of the fiscal year covered by the
Registrant's latest Annual Report on Form 10-K referred to above.
3. The description of the Common Stock of the Registrant contained in
the Registrant's Form 8-B Registration Statement filed with the Commission
on May 2, 1989 (Registration No. 1-2227), including any amendment or report
filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered have been sold or which deregisters all securities
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of filing of such documents.
Item 4.Description of Securities.
Not applicable.
Item 5.Interests of Named Experts and Counsel.
Not applicable.
Item 6.Indemnification of Directors and Officers.
Under the Pennsylvania Business Corporation Law of 1988, as amended
(the "PBCL"), Pennsylvania corporations have the power to indemnify
any person acting as a representative of the corporation against
liabilities incurred in such capacity provided certain standards are met,
including good faith and the belief that the particular action or failure to
take action is in the best interests of the corporation. In general, this power
to indemnify does not exist in the case of actions against any person
by or in the right of the corporation if the person otherwise entitled to
indemnification shall have been adjudged to be liable to the corporation
unless a court determines that despite the adjudication of liability but in view
of all the circumstances of the case, the person is fairly and reasonably
entitled to
</PAGE>
<PAGE>3
indemnity for expenses that the court deems proper. A corporation is required
to indemnify representatives of the corporation against expenses they may
incur in defending actions against them in such capacities if they are
successful on the merits or otherwise in the defense of such actions. In all
other cases, if a representative of the corporation acted, or failed to act,
in good faith and in a manner he or she reasonably believed to be in or not
opposed to the best interests of the corporation, indemnification is
discretionary, except as may be otherwise provided by a corporation's bylaws,
agreement, vote of shareholders or disinterested directors or otherwise.
Indemnification so otherwise provided may not, however, be made if the act or
failure to act giving rise to the claim for indemnification is determined by
a court to have constituted willful misconduct or recklessness. Expenses
(including attorney's fees) incurred in defending any such action may be paid
by the corporation in advance of the final disposition of the action
upon receipt of an undertaking by or on behalf of the representative to repay
the amount if it is ultimately determined that he or she is not entitled to
be indemnified by the corporation.
Section 1746 of the PBCL provides that the foregoing provisions shall not
be deemed exclusive of any other rights to which a person seeking
ndemnification may be entitled under, among other things, any bylaws provision,
provided that no indemnification may be made in any case where the act or
failure to act giving rise to the claim for indemnification is determined by a
court to have constituted willful miconduct or recklessness.
The Registrant's Bylaws provide that the Registrant shall indemnify to
the fullest extent permitted by applicable law any person who was
or is a party or is threatened to be made a party to or is otherwise involved in
any threatened, pending or completed action, suit or proceeding by reason
of the fact that such person is or was a director or officer of the Registrant,
against all liability, loss and expense (including attorney's fees and amounts
paid in settlement) actually and reasonably incurred by such person in
connection with such proceeding, whether or not the indemnified liability arises
or arose from any proceeding by or in the right of the Registrant.
The Registrant's Bylaws also provide that expenses incurred by a director or
officer in defending (or acting as a witness in) a proceeding shall be paid
by the Registrant in advance of the final disposition of such proceeding,
subject to the provisions of applicable law, upon receipt of an undertaking
by or on behalf of the director or officer to repay such
amount if it shall ultimately be determined that such person is not entitled
to be indemnified by the Registrant under applicable law. Additionally,
the Registrant's Bylaws limit directors' personal liability for monetary
damages for any action taken, or any failure to take any action, unless (i) the
director has breached or failed to perform the duties of his or her office
under the PBCL's standard of care and justifiable reliance provisions and
(ii) the breach or failure to perform constitutes self-dealing, willful
misconduct or recklessness. However, these provisions do not apply to the
responsibility or liability of a director pursuant to any criminal statute or
the payment of taxes pursuant to local, state or federal law. The
Registrant has purchased directors' and officers' liability insurance
covering certain liabilities which may be incurred by the officers and
directors of the Registrant in connection with the performance of their duties.
Item 7.Exemption from Registration Claimed.
Not applicable.
</PAGE>
<PAGE>4
Item 8.Exhibits.
Reference is made to the Exhibit Index which appears on page 9 of this
Registration Statement and is incorporated herein by reference for a detailed
list of the exhibits filed as a part hereof.
Item 9.Undertakings.
Undertakings required by Item 512(a) of Regulation S-K
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933 (the "Securities Act");
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or
in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
Registration Statement is on Form S-3, Form S-8, and the information required
to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to Section 13
or 15(d) of the Exchange Act that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein, and
the offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
Undertakings required by Item 512(b) of Regulation S-K
The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the
Exchange Act, (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the Registration Statement shall be deemed to be
new registration statement relating to the securities offered therein,
</PAGE>
<PAGE>5
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
Undertakings required by Item 512(h) of Regulation S-K
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Registrant of expenese
incurred or paid by a director, officer of controlling person of the
Registrant in the successful defense of any action, suit or proceeding)
is asserted by such director, officer or controlling person in connection
with the securities being registered, the Registrant will, unless in the opinion
of its counsel the matter has been settled by controlling precedent, submit
to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.
</PAGE>
<PAGE>6
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, the Registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and has duly caused
this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Philadelphia, Commonwealth oF
Pennsylvania, on this 16th day of March 1994
CROWN CORK & SEAL COMPANY, INC.
By:/s/William J. Avery
William J. Avery, Chairman
of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
POWER OF ATTORNEY
Each of the undersigned hereby authorizes William J. Avery and
Richard L. Krzyzanowski, and each of them, as his or her attorney-in-fact,
to execute in the name of each such person and to file such amendments
(including post-effective amendments) to this Registration Statement as the
the Registrant deems appropriate, and appoints each of such persons as
attorney-in-fact to sign on his or her behalf individually and in each
capacity stated below and to file all amendments, exhibits, supplements
and post-effective amendments to this Registration Statement.
Signature Title Date
/s/William J. Avery Chairman of the Board, March 03, 1994
William J. Avery President and Chief
Executive Officer
(Principal Executive
Officer)
/s/Alan W. Rutherford Executive Vice President, March 03, 1994
Alan W. Rutherford Chief Financial Officer
and Director (Principal
Financial Officer)
/s/Timothy J. Donahue Financial Controller March 03, 1994
Timothy J. Donahue (Principal Accounting
Officer)
</PAGE>
<PAGE>7
/s/Henry E. Butwel Director March 03, 1994
Henry E. Butwel
/s/Charles F. Casey Director March 07, 1994
Charles F. Casey
/s/Francis X. Dalton Director March 07, 1994
Francis X. Dalton
/s/Francis J. Dunleavy Director March 03, 1994
Francis J. Dunleavy
/s/Chester C. Hilinski Director March 07, 1994
Chester C. Hilinski
/s/Richard L. Krzyzanowski Director March 03, 1994
Richard L. Krzyzanowski
/s/Josephine C. Mandeville Director March 04, 1994
Josephine C. Mandeville
/s/Owen A. Mandeville, Jr. Director March 04, 1994
Owen A. Mandeville, Jr.
/s/Michael J. McKenna Director March 04, 1994
Michael J. McKenna
/s/J. Douglass Scott Director March 03, 1994
J. Douglass Scott
/s/Robert J. Siebert Director March 07, 1994
Robert J. Siebert
/s/Harold A. Sorgenti Director March 03, 1994
Harold A. Sorgenti
</PAGE>
<PAGE>8
/s/Edward P. Stuart Director March 03, 1994
Edward P. Stuart
</PAGE>
<PAGE>9
EXHIBIT INDEX
Page Number
of Registration
Exhibit No. Description Statement
4.1 Articles of Incorporation
of Registrant (incorporated by
reference to Exhibit 4.1 to
Registrant's Registration
Statement on Form S-4 filed
with the Securities and Exchange
Commission on March 9, 1993
(Registration No. 33-59286)).
4.2 Bylaws of Registrant (incorporated
by reference to Exhibit 3(b) of
Registrant's Annual Report on Form
10-K for the year ended December 31,
1991 (File No. 1-2227)).
4.3 Form of Crown Cork & Seal Company,
Inc. Stock Purchase Plan. 10 to 19
23.1 Consent of Price Waterhouse. 20
24.1 Power of Attorney (See
Signature Page). 6
<PAGE>10
CROWN CORK & SEAL COMPANY, INC.
STOCK PURCHASE PLAN
(As Amended and Restated)
The Crown Cork & Seal Company, Inc. Stock Purchase Plan (the "Plan")
is intended to provide the eligible employees of Crown Cork & Seal Company, Inc.
(the "Company") and its participating subsidiaries a convenient means of
purchasing shares of the Company's common stock, par value $5.00 per share
(the "Stock"). The Plan is intended to qualify as an "employee stock
purchase plan" under section 423 of the Internal Revenue Code of 1986, as
amended (the "Code"), and shall be administered, interpreted and construed in a
manner consistent with the requirements of that section of the Code.
ARTICLE I
DEFINITIONS
1.1 "Account" means the bookkeeping account established on behalf of
each Participant by the Committee to record payroll deduction contributions
made by such Participant and shares of Stock purchased on his behalf.
1.2 "Board" means the Board of Directors of the Company.
1.3 "Business Day" means each day on which the New York Stock
Exchange is open for business.
1.4 "Change in Control" shall mean if and when:
1.4.1 any "person" or "group" (as such terms are used in Section
13(d) and Section 14(d)(2) of the Securities Exchange
Act of 1934, as amended) becomes a beneficial owner,
directly or indirectly, of securities of the Company
representing more than 50 percent of the combined voting
power of the Company's then outstanding securities;
1.4.2 individuals who were members of the Board as of the
Effective Date (the "Incumbent Board") shall cease to
constitute at least a majority of the Board (provided
that any individuals whose nomination was approved by a
vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered
as though such individual was a member of the Incumbent
Board); or
1.4.3 the approval by shareholders of the Company of a
reorganization, merger, consolidation or sale of all or
substantially all of the assets of the Company or
complete or partial liquidation or dissolution of the
Company (any of the foregoing, a "Corporate Transaction"),
excluding any such Corporate Transaction pursuant to
which (i) substantially all of the shareholders of the
Company prior to the
</PAGE>
<PAGE>11
Corporate Transaction will own more than 50 percent of
the voting securities of the corporation resulting from
such Corporate Transaction in substantially the same
relative proportions as their ownership of the Company's
securities immediately prior to such Corporate Transaction
and (ii) individuals who were members of the Incumbent
Board will constitute at least a majority of the members
of the board of directors of the corporation resulting
from such Corporate Transaction.
1.5 "Company 401(k) Plan" means a qualified retirement plan
established by the Company or a Subsidiary that is intended to comply with
section 401(k) of the Code.
1.6 "Compensation" means all regular salary, wages or earnings but
excluding overtime, commissions, bonuses, amounts realized from the exercise
of a qualified or non-qualified stock option and other special incentive
payments, fees or allowances; provided that the maximum amount of annual
Compensation taken into account for any purpose under the Plan is $50,000.
1.7 "Committee" means the committee appointed pursuant to Article IX
to administer the Plan.
1.8 "Employee" means any person who is employed on a full-time or
part-time basis by the Company or a Subsidiary.
1.9 "Effective Date" means January 1, 1994, subject to the
appropriate consent of the shareholders of the Company obtained at a special or
annual meeting on or before June 30, 1994.
1.10 "Entry Date" means January 1 of each Plan Year. In addition,
during 1994 and solely for purposes of an Employee's initial election to
commence participation in the Plan (as provided in Section 2.1 and Section
3.1), the term Entry Date shall include April 1, 1994, July 1, 1994 and October
1, 1994.
1.11 "Non-Vested Shares" means shares of Stock that have been
allocated to a Participant's Account for less than 24 months.
1.12 "Offering Commencement Date" means the first Business Day of each
Offering Period.
1.13 "Offering Period" means each calendar quarter.
1.14 "Offering Termination Date" means the last Business Day of each
Offering Period.
</PAGE>
<PAGE>12
1.15 "Participant" means an Employee who has met the eligibility
requirements of Article II and who has elected to participate pursuant to an
election under Section 3.1.
1.16 "Participating Subsidiary" means each United States Subsidiary of
the Company.
1.17 "Plan Year" means the 12-month period ending December 31.
1.18 "Subsidiary" means a subsidiary corporation of the Company as
that term is defined in section 424(f) of the Code.
1.19 "Vested Shares" means shares of Stock that have been allocated to
a Participant's Account for at least 24 months.
1.20 "Year of Service" means a consecutive 12-month period during
which an individual was an Employee.
ARTICLE II
ELIGIBILITY
2.1 Eligibility. Except as provided in Section 2.2 and Section 2.3,
an Employee who has completed one Year of Service prior to April 1, 1994
and who continues to be employed by the Company or a Participating Subsidiary
shall be eligible to participate in the Plan as of April 1, 1994.
All other Employees, except as provided in Section 2.2 and Section 2.3, shall be
eligible to participate in the Plan as of the Entry Date coinciding with or
next following the completion of one Year of Service.
2.2 Ineligible Employees. Notwithstanding any provision of the Plan
to the contrary, each of the following Employees shall be ineligible to
participate in the Plan:
2.2.1 An Employee who is an officer of the Company and who is
"highly compensated" (as provided in section 414(q) of the
Code);
2.2.2 An Employee who receives compensation from the Company or
any Subsidiary in excess of the limitation imposed under
section 414(q)(1)(B) of the Code (as periodically
adjusted);
2.2.3 An Employee who is employed by a Subsidiary that is not a
Participating Subsidiary; and
2.2.4 An Employee who is treated as owning stock possessing five
percent or more of the total combined voting power or value
of all classes of stock of the Company or any of its
Subsidiaries (for purposes of this provision, the rules of
section 424(d) of the Code shall apply in determining stock
ownership of any Employee).
</PAGE>
<PAGE>13
2.3 Eligibility Restrictions. An Employee who elects to terminate
participation in the Plan in accordance with Section 3.5 or who sells Non-Vested
Shares in accordance with Section 6.2 shall be prohibited from participating
in the Plan until the Entry Date next following the date of such termination or
sale. An Employee who makes a hardship withdrawal from a Company 401(k) Plan
shall be prohibited from participating in the Plan until the Entry Date
coinciding with or next following the one year anniversary of the date of such
withdrawal.
ARTICLE III
PARTICIPATION
3.1 Commencement of Participation. An eligible Employee may become a
Participant in the Plan on any Entry Date by completing an enrollment and
payroll deduction form and delivering it to the Company in accordance with
procedures established by the Committee.
3.2 Payroll Deduction. At the time a Participant files his
enrollment and payroll deduction form, he shall elect to have after-tax
deductions made from his Compensation at the rate of 2%, 5%, 10% or 15%.
3.3 Participants' Accounts. All payroll deductions made from a
Participant's Compensation shall be credited to his Account and used to purchase
shares of Stock in accordance with Article V.
3.4 Changes in Payroll Deductions. The percentage designated by a
Participant as his rate of contribution under Section 3.2 shall automatically
apply to increases and decreases in his Compensation. Except as provided
in Section 3.5, a Participant may elect to change the rate of his contributions
to any other permissible rate effective as of the first day of the first payroll
period of any Offering Period provided the Participant files written notice
with the Committee of an election to change his contribution rate at least 10
Business Days before the effective date of the election.
3.5 Suspension and Resumption of Payroll Deductions. A Participant
may terminate contributions under the Plan as of the first day of any payroll
period by filing written notice thereof with the Committee at least 10
Business Days before the effective date of the termination. A Participant who
has terminated his participation in the Plan in accordance with the preceding
provisions, shall be prohibited from resuming contributions under the Plan until
the following Entry Date. In addition, all contributions by a Participant
shall be automatically suspended upon such Participant's sale of Non-Vested
Shares in accordance with Section 6.2 or a hardship withdrawal from a
Company 401(k) Plan. A Participant whose contributions have been terminated
in accordance with the preceding provisions, may resume contributions under
the Plan in accordance with Section 2.3.
3.6 Statutory Limitation. No Employee shall be granted an option
which permits his rights to purchase Stock under the Plan and all other
employee stock purchase plans (as described in section 423 of the Code) of
the Company or any of its Subsidiaries to accrue at a rate which exceeds $25,000
of fair market value of such Stock (determined at the time such
</PAGE>
<PAGE>14
option is granted) for each calendar year in which such option is outstanding
at any time. For purposes of this Section 3.6:
3.6.1 the right to purchase stock under an option accrues when
the option (or any portion thereof) first becomes
exercisable during the calendar year;
3.6.2 the right to purchase stock under an option accrues at the
rate provided in the option, but in no case may such
rate exceed $25,000 of fair market value of such
stock (determined at the time such option is granted) for
any one calendar year; and
3.6.3 a right to purchase stock which has accrued under one
option granted pursuant a plan may not be carried over to
any other option.
ARTICLE IV
OFFERINGS
4.1 Quarterly Offerings. The Plan shall be implemented through
quarterly offerings of the Company's Stock. Each Offering Period shall begin on
the Offering Commencement Date and shall end on the Offering Termination Date.
4.2 Purchase Price. The "Purchase Price" per share of Stock with
respect to each Offering Period shall be 85 percent of the official closing
price of the Stock on the Offering Termination Date on the New York Stock
Exchange (or on such other national securities exchange upon which the Stock may
then be listed, hereinafter referred to as the "Exchange") or if no sale of
Stock occurred on such date, the official closing price on the next
preceding date.
4.3 Maximum Offering. The maximum number of shares of Stock which
shall be issued under the Plan, subject to adjustment upon changes in
capitalization of the Company as provided in Section 10.3, shall be three
million shares. If the total number of shares which would be purchased during
any Offering Period exceeds the maximum number of available shares, the
Committee shall make a pro rata allocation of the available shares in a manner
that it determines to be equitable and the balance of payroll deductions
credited to the Accounts of Participants shall be returned to such
Participants as soon as administratively practicable.
ARTICLE V
PURCHASE OF STOCK
5.1 Automatic Exercise. On each Offering Termination Date, each
Participant shall automatically and without any act on his part be deemed to
have purchased Stock to the full extent of the payroll deductions credited to
his Account during the Offering Period ending on such Offering Termination Date.
</PAGE>
<PAGE>15
5.2 Fractional Shares. Fractional shares of Stock may be purchased
under the Plan.
5.3 Acquisition of Stock. The Company may acquire Stock for use
under the Plan from authorized but unissued shares, treasury shares, in the
open market or in privately negotiated transactions.
ARTICLE VI
VESTING
6.1 Vesting of Purchased Stock. All shares of Stock purchased
pursuant to Section 5.1 shall be allocated as Non-Vested Shares to the
appropriate Participant's Account as of the Offering Termination Date
on which such shares are purchased and subject to Section 6.3 shall become
Vested Shares on the second annual anniversary of such Offering Termination
Date.
6.2 Sale of Non-Vested Shares. A Participant may not withdraw
Non-Vested Shares allocated to his Account but may sell such Non-Vested Shares
in accordance with the following rules:
6.2.1 A Participant who elects to sell Non-Vested Shares must
notify the Company in accordance with procedures
established by the Committee and must sell all Non-Vested
Shares allocated to his Account;
6.2.2 All sales of Non-Vested Shares shall be executed by the
Company on the first Offering Termination Date that occurs
at least 10 Business Days after the date the
Participant properly notifies the Company of his election
to sell;
6.2.3 The Company may (i) elect to purchase the Non-Vested Shares
or (ii) arrange a sale of the Non-Vested Shares to a third
party;
6.2.4 The amount a Participant shall receive for the Non-Vested
Shares he elects to sell shall be 85% of the official
closing price of the Stock on the Exchange on the
applicable Offering Termination Date; and
6.2.5 The proceeds from the sale of Non-Vested Shares, as
described in Section 6.2.4, shall be paid to the
Participant as soon as administratively practicable
following the applicable Offering Termination Date.
6.3 Change in Control. Upon a Change in Control, all Non-Vested
Shares shall become fully vested.
</PAGE>
<PAGE>16
ARTICLE VII
ACCOUNTING
7.1 General. The Committee shall establish procedures to account
for payroll deductions made by a Participant, the number of shares of Stock
purchased on a Participant's behalf and the number of Vested Shares and
Non-Vested Shares allocated to a Participant's Account.
7.2 Allocation of Stock. Shares of Stock allocated to a Participant's
Account shall be registered in the name of the Company or its nominee for
the benefit of the Participant on whose behalf such shares were purchased.
7.3 Accounting for Distributions. Shares of Stock distributed or
sold from a Participant's Account shall be debited from his Account on a
first-in first-out basis.
7.4 Account Statements. Each Participant shall receive at least
semi-annual statements of all payroll deductions and shares of Stock allocated
to his Account together with all other transactions affecting his Account.
ARTICLE VIII
WITHDRAWALS AND DISTRIBUTIONS
8.1 Withdrawal of Vested Shares. A Participant may elect to withdraw
any number of Vested Shares allocated to his Account by providing notification
to the Company in accordance with procedures established by the Committee.
As soon as administratively practicable following notification of a
Participant's election to withdraw Vested Shares, the Committee shall cause a
certificate representing the number of shares to be withdrawn to be delivered
to the Participant.
8.2 Withdrawal of Non-Vested Shares. A Participant may not withdraw
any Non-Vested Shares allocated to his Account, but may elect to sell all of his
Non-Vested Shares in accordance with the procedures set forth in Section 6.2.
8.3 Distribution Upon Termination. As soon as administratively
practicable after a Participant's termination of employment with the Company for
any reason, a certificate representing all of such Participant's Vested
Shares shall be distributed to him (or his executor, in the event of his death).
Non-Vested Shares shall not be distributed until the earlier of: (i) the date
the Participant (or his executor, in the event of his death) elects to sell
such shares to the Company pursuant to Section 6.2, or (ii) such shares become
Vested Shares pursuant to Section 6.1.
8.4 Distribution of Payroll Deductions. In the event a Participant
terminates his employment with the Company or his participation in the Plan is
terminated pursuant to Section 3.5, any payroll deductions allocated to his
Account and not yet applied to purchase Stock in accordance with Section 5.1
shall be distributed to him in a cash lump sum as soon as administratively
practicable thereafter.
</PAGE>
<PAGE>17
ARTICLE IX
ADMINISTRATION
9.1 Appointment of Committee. The Board shall appoint a Committee to
administer the Plan, which shall consist of no fewer than three members. The
Board may from time to time appoint members to the Committee in substitution
for or in addition to members previously appointed and may fill vacancies,
however caused, in the Committee.
9.2 Authority of Committee. The Committee shall have the exclusive
power and authority to administer the Plan, including without limitation the
right and power to interpret the provisions of the Plan and make all
determinations deemed necessary or advisable for the administration of the Plan
(including without limitation a determination as to whether a Change in Control
has occurred). All such actions, interpretations and determinations which are
done or made by the Committee in good faith shall be final, conclusive and
binding on the Company, the Subsidiaries, the Participants and all other parties
and shall not subject the Committee to any liability.
9.3 Committee Procedures. The Committee may select one of its
members as its Chairman and shall hold its meetings at such times and places as
it shall deem advisable and may hold telephone meetings. A majority of its
members shall constitute a quorum. All determinations of the Committee shall be
made by a majority of its members. Any decision or determination reduced to
writing and signed by a majority of the members of the Committee shall be as
fully effective as if it had been made by a majority vote at a meeting duly
called and held. The Committee may appoint a secretary and shall make such
rules and regulations for the conduct of its business as it shall deem
advisable.
9.4 Expenses. The Company and its Subsidiaries will pay all expenses
incident to the operation of the Plan, including the costs of recordkeeping,
accounting fees, legal fees and the costs of delivery of stock certificates
to Participants. However, neither the Company nor any of the Subsidiaries will
pay any expenses incurred in connection with the sale of shares of Stock
credited to a Participant's Account. Expenses in connection with any such
sale will be deducted from the proceeds of sale prior to any remittance
to the Participant.
ARTICLE X
MISCELLANEOUS
10.1 Transferability. Neither payroll deductions credited to a
Participant's Account nor any rights with regard to the purchase of Stock under
the Plan may be assigned, transferred, pledged or otherwise disposed
of in any way by the Participant other than by will or the laws of descent and
distribution.
10.2 Status as Owner. Each Participant shall be deemed to legally own
all shares of Stock allocated to his Account and, subject to the vesting
requirements of Article VI, shall be entitled to exercise all rights
associated with ownership of the shares, including, without limitation, the
right to vote such shares in all matters for which Stock is entitled to vote,
receive dividends, if any, and tender such shares in response to a tender
offer.
</PAGE>
<PAGE>18
10.3 Adjustment Upon Changes in Capitalization. In the event of a
reorganization, recapitalization, stock split, spin-off, split-off, split-up,
stock dividend, combination of shares, merger, consolidation or any other change
in the corporate structure of the Company, or a sale by the Company of all
or part of its assets, the Board may make appropriate adjustments in the number
and kind of shares which are subject to purchase under the Plan and in the
exercise price applicable to outstanding options.
10.4 Amendment and Termination. The Board shall have complete power
and authority to terminate or amend the Plan (including without limitation
the power and authority to make any amendment that may be deemed to affect
the interests of any Participant adversely); provided, however, that the
Board shall not, without the approval of the shareholders of the Company
(i) increase the maximum number of shares which may be offered under the
Plan (except pursuant to Section 10.3); (ii) modify the requirements as to
eligibility for participation in the Plan; or (iii) in any other way cause
the Plan to fail the requirements of section 423 of the Code.
The Plan and all rights of Employees hereunder shall terminate: (i) at
any time, at the discretion of the Board, in which case any cash balance in
Participants' Accounts shall be refunded to such Participants as soon as
administratively possible; or (ii) on the Offering Termination Date on which
Participants become entitled to purchase a number of shares of Stock
that exceeds the maximum number of shares available under the Plan.
10.5 No Employment Rights. The Plan does not, directly or indirectly,
create in any Employee any right with respect to continuation of employment by
the Company or any Subsidiary and it shall not be deemed to interfere in any way
with the Company's or any Subsidiary's right to terminate, or otherwise
modify, an Employee's terms of employment at any time.
10.6 Withholding. To the extent any payments or distributions under
this Plan are subject to Federal, state or local taxes, the Company or any
Subsidiary are authorized to withhold all applicable taxes. The Company
or any Subsidiary may satisfy its withholding obligation by (i) withholding
shares of Stock allocated to a Participant's Account, (ii) deducting
cash from a Participant's Account, or (iii) deducting cash from a Participant's
other compensation. A Participant's election to participate in the Plan
authorizes the Company or the appropriate Subsidiary to take any of the
actions described in the preceding sentence.
10.7 Use of Funds. All payroll deductions held by the Company under
this Plan may be used by the Company for any corporate purpose and the Company
shall not be obligated to hold such payroll deductions in trust or otherwise
segregate such amounts.
10.8 Governing Law. Except to the extent superseded by Federal law,
the laws of the Commonwealth of Pennsylvania will govern all matters relating to
the Plan.
* * * *
</PAGE>
<PAGE>19
To record the adoption of the Plan, Crown Cork & Seal Company, Inc.
has caused its authorized officers to affix its corporate name and seal this
15th day of March, 1994.
[CORPORATE SEAL] CROWN CORK & SEAL COMPANY, INC.
Attest:/s/Matthew R. Nardi By:/s/Gary L. Burgess
<PAGE>20
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February 9, 1993, except
as to note S which is as of February 18, 1993, which appears on page 25 of the
1992 Annual Report to Sharesholders of Crown Cork & Seal Company, which is
incorporated by reference in Crown Cork & Seal Company's Annual Report on Form
10-K for the year ended December 31, 1992. We also consent to the
incorporation by reference of our report on the Financial Statement Schedules,
which appears on page 18 of such Annual Report on Form 10-K.
/S/Price Waterhouse
PRICE WATERHOUSE
Philadelphia, Pennsylvania
March 14, 1994
