<PAGE>1
THIS DOCUMENT IS A COPY OF THE FORM 10-Q PREVIOUSLY FILED ON NOVEMBER
15,1994 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
FOR THE TRANSITION PERIOD FROM TO
COMMISSION FILE NUMBER 1-2227
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 Identification No.
incorporation or organization)
9300 Ashton Road, Philadelphia, PA 19136
(Address of principal executive offices) (Zip Code)
215-698-5100
(Registrant's Telephone Number, Including Area Code)
Indicated by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes X No
There were 89,229,930 shares of Common Stock outstanding as of October 31, 1994.
This Form 10-Q consists of a total of 15 pages.
</page>
<PAGE>2
Crown Cork & Seal Company, Inc.
PART 1 - FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF INCOME
(In millions except share data)
(Unaudited)
Three months ended September 30, 1994 1993
NET SALES $1,283.3 $1,145.7
COSTS, EXPENSES & OTHER INCOME
Cost of products sold, excluding depreciation
and amortization 1,074.4 948.1
Depreciation and amortization 53.1 49.2
Selling and administrative expense 34.7 31.6
Provision for restructuring 114.6
Interest expense 26.9 24.1
Interest income ( 2.1) ( 2.5)
Translation and exchange adjustments ( .3) 1.6
1,301.3 1,052.1
INCOME (LOSS) BEFORE INCOME TAXES ( 18.0) 93.6
Provision for income taxes ( 8.4) 33.5
Equity earnings, net of minority interest 2.1 ( .4)
NET INCOME (LOSS) ($ 7.5) $ 59.7
PER AVERAGE COMMON SHARE DATA:
EARNINGS (LOSS) PER AVERAGE COMMON SHARE ($ .08) $ .68
DIVIDENDS PER SHARE
AVERAGE COMMON SHARES OUTSTANDING 89,115,758 88,306,971
The financial statements for 1994 include the container manufacturing operations
of Tri Valley Growers acquired at the end of the second quarter of 1994.
The accompanying notes are an integral part of these financial statements
</page>
<PAGE>3
Crown Cork & Seal Company, Inc.
PART 1 - FINANCIAL INFORMATION
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited) (In millions except share data)
Nine months ended September 30, 1994 1993
NET SALES $3,360.8 $3,227.4
COSTS, EXPENSES, & OTHER INCOME
Cost of products sold, excluding depreciation
and amortization 2,787.0 2,695.6
Depreciation and amortization 160.3 138.6
Selling and administrative expense 101.0 96.3
Provision for restructuring 114.6
Interest expense 70.6 69.0
Interest income ( 5.1) ( 7.5)
Translation and exchange adjustments 5.8 6.4
3,234.2 2,998.4
INCOME BEFORE INCOME TAXES AND CUMULATIVE
EFFECT OF ACCOUNTING CHANGES 126.6 229.0
Provision for income taxes 42.1 82.6
Equity earnings, net of minority interests 6.4 ( .7)
NET INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGES 90.9 145.7
CUMULATIVE EFFECT OF ACCOUNTING CHANGES FOR:
Income taxes 23.5
Postemployment benefits
(Net of income tax benefit) ( 16.1)
Postretirement benefits other than pensions
(Net of income tax benefit) ( 89.2)
NET INCOME $ 90.9 $ 63.9
PER AVERAGE COMMON SHARE DATA:
NET INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGES $ 1.02 $ 1.68
CUMULATIVE EFFECT OF ACCOUNTING CHANGES FOR:
Income taxes .27
Postemployment benefits ( .18)
Postretirement benefits other than pension ( 1.03)
EARNINGS PER AVERAGE COMMON SHARE $ 1.02 $ .74
DIVIDENDS PER SHARE
AVERAGE COMMON SHARES OUTSTANDING 89,028,346 86,548,183
The financial statements include the container manufacturing operations of
Tri Valley Growers acquired at the end of the second quarter of 1994 and the
operations of Van Dorn Company and Wellstar B.V. acquired in the second quarter
of 1993.
Results for 1993 have been restated to reflect the adoption in the fourth
quarter of 1993, effective January 1, 1993, of SFAS No. 112.
The accompanying notes are an integral part of these financial statements.
</page>
<PAGE>4
Crown Cork & Seal Company, Inc.
CONSOLIDATED BALANCE SHEETS (Condensed)
(In millions except book value)
(Unaudited)
September 30, December 31,
1994 1993
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 62.3 $ 54.2
Receivables 827.6 532.9
Inventories 705.0 699.7
Prepaid expenses and other current assets 67.4 37.7
Total Current Assets 1,662.3 1,324.5
Long-term notes and receivables 78.8 67.9
Investments 49.2 42.6
Goodwill, net of amortization 1,131.5 1,119.1
Property, plant and equipment, net 1,782.2 1,593.5
Other non-current assets 75.7 69.3
TOTAL $4,779.7 $4,216.9
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt $ 845.6 $ 372.9
Current portion of long-term debt 98.1 101.9
Accounts payable and accrued liabilities 745.7 795.3
United States and foreign income taxes 13.2 10.6
Total Current Liabilities 1,702.6 1,280.7
Long-term debt, excluding current maturities 887.5 891.5
Postretirement and pension liabilities 608.9 623.0
Other non-current liabilities 147.5 116.2
Minority interest 69.9 53.7
Shareholders' equity 1,363.3 1,251.8
TOTAL $4,779.7 $4,216.9
BOOK VALUE PER COMMON SHARE $ 15.29 $ 14.09
Certain prior year balances sheet items have been reclassified to improve
comparability.
The accompanying notes are an integral part of these financial statements
</page>
<PAGE>5
Crown Cork & Seal Company, Inc.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed)
(In millions)
(Unaudited)
Nine months ended September 30, 1994 1993
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 90.9 $ 63.9
Depreciation and amortization 160.3 138.6
Provision for restructuring 114.6
Accounting changes 81.8
Equity in earnings of joint ventures, net of
dividends received ( 10.7) ( 0.3)
Minority interest in earnings of subsidiaries 9.3 5.2
Change in assets and liabilities, other than debt ( 464.3) ( 120.6)
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES ( 99.9) 168.6
CASH FLOWS FROM INVESTING ACTIVITIES
Capital expenditures ( 323.0) ( 185.0)
Acquisition of businesses, net of cash acquired ( 66.2) ( 58.4)
Proceeds from sale of property, plant
and equipment 9.5 5.5
Proceeds from sale of business 83.6
NET CASH PROVIDED BY (USED IN) INVESTING ACTIVITIES ( 379.7) ( 154.3)
CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from long-term debt 148.5 533.8
Payments of long-term debt ( 181.8) ( 711.4)
Net change in short-term debt 504.4 260.1
Common stock:
Repurchase for treasury ( 12.6) ( 86.3)
Issued under various employee benefit plans 12.4 20.4
Minority contributions, net of dividends paid 7.3 1.9
NET CASH PROVIDED BY FINANCING ACTIVITIES 478.2 18.5
Effect of exchange rate change on cash and cash
equivalents 9.5 ( 8.5)
NET CHANGE IN CASH AND CASH EQUIVALENTS 8.1 24.3
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD 54.2 26.9
CASH AND CASH EQUIVALENTS AT END OF PERIOD $ 62.3 $ 51.2
Schedule of non-cash Investing Activities:
Acquisition of businesses:
Fair value of assets acquired $90.7 $ 421.4
Liabilities assumed ( 24.5) ( 201.9)
Issuance of common stock (3,631,624 shares) ( 140.6)
Cash paid $66.2 $ 78.9
1993 has been restated to reflect the adoption in the fourth quarter of 1993,
effective January 1, 1993, of SFAS No. 112.
Certain prior year balances have been reclassified to improve comparability.
The accompanying notes are an integral part of these financial statements.
</page>
<PAGE>6
Crown Cork & Seal Company, Inc.
<TABLE>
CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY
(In millions)
(Unaudited)
<CAPTION> Minimum Cumulative
Common Paid-In Retained Pension Translation Treasury
Stock Capital Earnings Liability Adjustment Shares Total
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1993 $592.5 $167.4 $843.1 ( 46.3) ($156.5) ($148.4) $1,251.8
Net earnings 90.9 90.9
Treasury stock purchased ( 10.9) ( 1.7) ( 12.6)
Stock issued under employee
benefit plans 8.9 3.5 12.4
Translation adjustments 20.8 20.8
BALANCE AT SEPTEMBER 30, 1994 $592.5 $165.4 $934.0 ($46.3) ($135.7) ($146.6) $1,363.3
Minimum Cumulative
Common Paid-In Retained Pension Translation Treasury
Stock Capital Earnings Liability Adjustment Shares Total
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT DECEMBER 31, 1992 $592.5 $ 95.0 $744.0 $ ($127.2) ($160.7) $1,143.6
Net earnings 63.9 63.9
Treasury stock purchased ( 73.4) ( 12.9) ( 86.3)
Stock issued under employee
benefit plans 14.6 5.8 20.4
Stock issued in business
combination 122.4 18.2 140.6
Translation adjustments ( 26.8) ( 26.8)
BALANCE AT SEPTEMBER 30, 1993 $592.5 $158.6 $807.9 $ ($154.0) ($149.6) $1,255.4
</TABLE>
[FN]
1993 net earnings have been restated to reflect the adoption in the fourth
quarter of 1993, effective January 1, 1993, of SFAS No. 112.
The accompanying notes are an integral part of these financial statements.
</page>
<PAGE>7
Crown Cork & Seal Company, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
(In million, except per share and employee data)
A. Statement of Information Furnished
The accompanying unaudited interim consolidated and condensed financial
statements have been prepared by the Company in accordance with Form 10-Q
instructions. In the opinion of management, these consolidated financial
statements contain all adjustments (consisting of only normal recurring
accruals) necessary to present fairly the financial position of Crown
Cork & Seal Company, Inc. as of September 30, 1994 and the results of
operations and cash flows for the periods ended September 30, 1994 and 1993,
respectively. These results have been determined on the basis of generally
accepted accounting principles and practices applied consistently.
Certain information and footnote disclosures, normally included in financial
statements presented in accordance with generally accepted accounting
principles, have been condensed or omitted. The accompanying Consolidated
Financial Statements should be read in conjunction with the financial
statements and notes thereto incorporated by reference in the Company's 1993
Form 10-K Annual Report as well as its first and second quarter 1994
Form 10-Q's.
B. Summary of Significant Accounting Policies
Financial Instruments
The Company enters into contracts with credit-worthy financial
institutions to protect against known exposures from adverse foreign
exchange and interest rate fluctuations. These financial instruments
include forwards, swaps and options and are accounted for as hedges of
the Company's committed revenues and costs. These instruments are
generally denominated in currencies of major industrial countries.
Gains and losses resulting from these instruments are recognized in the
same period as the underlying hedged transactions. Costs associated with
entering into such contracts are generally amortized over the lives of
the instruments and are not material to the Company's financial results.
Cash flows from these contracts are classified in a manner consistent
with the underlying nature of the transactions.
In assessing fair value of financial instruments, the Company marks the
instruments to market by reference to widely quoted closing rates.
The frequency of fair value assessment is contingent on market volatility
and/or the expiration of the contracts.
Goodwill
On a periodic basis the Company reviews the recoverability of goodwill
based primarily upon an analysis of cash flows from the acquired
businesses.
</page>
<PAGE>8
Crown Cork & Seal Company, Inc.
Notes to Consolidated Financial Statements
(Unaudited)
(In millions, except per share and employee data)
C. Restructuring
As discussed in Management's Discussion and Analysis, the Company announced
on September 14, 1994 its plans to restructure thirteen metal packaging
facilities. The balance of these reserves, (excluding the writedown of
assets which are reflected as a reduction of the related asset account),
are included within accounts payable and accrued liabilities and other
non-current liabilities. The components of restructuring are as follows:
3rd Quarter Balance
Provision 1994 Activity 9/30/94
Employee costs $ 58.4 $ $ 58.4
Writedown of assets 50.4 50.4 -0-
Lease termination and/
property holding costs 6.1 6.1
Anticipated gain from sale
of properties ( 11.1) ( 11.1)
Incremental operating losses 10.8 10.8
$114.6 $ 50.4 $ 64.2
Employee costs primarily include severance costs to be paid to terminated
employees and amounts necessary to reflect pension and retiree medical
benefits, as determined by the Company's actuary. Benefits provided to
employees to be terminated include only those predetermined benefits fully
described in existing union contracts or as described in the Company's
Salaried Employee's Benefits handbook". The plan of restructuring only
provides for the costs of employees terminated involuntarily.
The consolidation of the Company's three-piece steel container
business into a reduced number of facilities resulted in certain equipment
becoming excess. The Company has written down these excess assets to
their estimated realizable values. The restructuring charge also includes
the estimated losses on the disposal of the related properties.
Costs provided for lease termination include remaining lease payments and
other costs to be incurred in maintaining the property between the closure
date of the facility and the lease termination date. Costs provided for
property held for sale include costs incurred in maintaining the property
from the date of closure of the facility to estimated sale date of the
facility.
The Company has offset the cost of restructuring by gains expected to be
realized upon the sale of two facilities. Additionally, the Company has
provided for estimated operating losses to be incurred between the
announcement date and closure date for affected facilities.
</page>
<PAGE>9
Crown Cork & Seal Company, Inc.
Notes to Consolidated Financial Statements
(In millions, except per share and employee data)
(Unaudited)
Additionally the Company had previously established reserves to restructure
acquired companies and had allocated the cost of such to the purchase
price of each acquired company. Amounts relate primarily to employee
separation costs to be incurred upon plant closure or reorganization such as
severance and the recognition of additional pension and retiree medical
liabilities and will be substantially liquidated during 1994 and 1995.
As of September 30, 1994 remaining balances from these acquisitions were as
follows:
Restructuring accruals:
Related to 1994 acquisitions $ 2.0
Related to 1993 acquisitions 26.1
Acquisition restructuring at September 30, 1994 $28.1
D. Supplemental Cash Flow Information
Cash payments for interest, net of amounts capitalized, were $54.0 million
during the nine months of both 1994 and 1993, respectively. Cash payments
for income taxes amounted to $63.1 million and $19.9 million during
the first nine months of 1994 and 1993, respectively. The increase in 1994
payments is due primarily to a first quarter 1993 tax refund.
E. Inventories
September 30, December 31,
1994 1993
Finished goods and work in process $385.9 $329.7
Raw materials and supplies 319.1 370.0
Total inventories $705.0 $699.7
F. Short-Term Debt
The Company has two additional lines of credit amounting to $550.0 million
available under formal borrowing arrangements with various banks.
At September 30, 1994, the Company had drawn $50.0 million related to
these credit lines at a weighted average interest cost of 5.01%.
These facilities, each in the amount of $275.0 million, with expiration
dates of 12/14/94 and 12/20/95, respectively, bear interest at LIBOR
plus 37.5 basis points or based upon competitive bid.
G. Accounting Changes
The 1993 results for the nine months ended September 30 and the financial
position at September 30, 1993 have been restated to account for the
adoption in the fourth quarter of 1993, effective January 1, 1993,
of Statement of Financial Accounting Standards (SFAS) No. 112 "Employers'
Accounting for Postemployment Benefits". The restatement resulted in a
reduction of $16.1 million to net earnings and a $.18 per share reduction
to the reported earnings per share for the nine months ended
September 30, 1993.
</page>
<PAGE>10
Crown Cork & Seal Company, Inc.
Part 1 - Financial Information
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operation
In the third quarter, the Company announced its plan to restructure thirteen
metal packaging facilities in the United States and Canada. Affected by
the restructuring are facilities which produce three-piece steel food
and aerosol containers. This action is expected to enable the Company to
remain competitive in its core metal packaging business by reducing the
number of three-piece facilities by 20% as customer volume requirements
are consolidated into other locations. Ten plants will be closed, including
seven in 1994, and an additional three will be reorganized. The program
is expected to be completed within one year. The restructuring charge of
$114.6 million; $73.2 million after taxes, includes $58.4 million for
employee separation costs related to the elimination of approximately
850 positions. Employees terminated include most , if not all, employees at
each plant to be closed/reorganized including salaried employees and
employees of the respective union represented at that plant site.
Writedowns of assets (inventories, property and equipment, etc.) totaled
$50.4 million. Considered in the restructuring charge are anticipated gains
from the sale of facilities to be closed. More specific detail of the
charge is presented in Note C to the Consolidated Financial Statements.
The Company estimates that the restructuring, when complete, will generate
cost savings of approximately $36 million after tax on a full year basis.
While the restructuring is being completed during fiscal year 1995, the
Company expects to realize an after tax cost savings of approximately $24
million in 1995. The Company expects that the plan of restructuring will
have positive effects on its liquidity and sources and uses of capital
resources.
The Company estimates that of the total restructuring charge of $114.6
million, $71.7 million will be non-cash charges primarily to reflect the
writedown of assets. Cash charges, related to the restructuring total
$42.9 million and are net of cash to be generated from the sale of
properties and equipment of $32.4 million. Cash charges primarily
relate to future pension plan contributions and retiree medical benefits
to be paid for terminated employees.
Net income in the third quarter, before the restructuring charge, was $65.7
million or $.74 per share, an increase of 10.1% and 8.8%, respectively, over
the prior year. The charge taken for the restructuring, as noted above, was
$114.6 million; $73.2 million net of tax or $.82 per share. Following the
restructuring the Company reported a net loss in the quarter of $7.5 million
or a loss of $.08 per share and year-to-date net income of $90.9 million
or $1.02 per share.
Net sales in the quarter increased 12.0% from $1,145.7 million in 1993 to
$1,283.3 million in 1994. The North American increase was 6.7% whereas the
increases for the Plastic Division and International Division were in excess
of 20%. North American operations benefitted from the recent acquisition
of the container manufacturing operations of Tri Valley Growers Container
Division as well as strong demand for food and beverage cans from the
Company's existing facilities. The International Division sales growth was
</page>
<PAGE>11
Crown Cork & Seal Company, Inc.
Part 1 - Financial Information
Item 2 - Management's Discussion and Analysis
(continued)
primarily from its affiliate in Argentina which produces beverage cans and
plastic caps and from the Company's majority-owned consolidated joint
ventures in China and Dubai. For the nine months ended September 30, 1994,
net sales were $3,360.8 million as compared to $3,227.4 million in 1993, an
increase of 4.1%. North American Division net sales declined marginally
whereas net sales for the International and Plastic Divisions increased
11.3% and 16.5%, respectively, Sales of the Company's non-U.S. affiliates
were negatively affected by $30.6 million due to weaker currencies in
Canada, Mexico and Africa. In general, volumes in most product lines are
up over 1993 with food and beverage cans as well as plastic container
volumes experiencing strong customer demand. On August 10th, the Company
officially opened its new 2-piece food can plant in Owatonna, Minnesota.
The lines are designed to annually produce in excess of one billion cans
for customers who pack fresh vegetables and processed food.
Cost of products sold, excluding depreciation and amortization, increased
13.3% and 3.4% for the quarter and nine months ending September 30, 1994,
respectively, and as a percentage of net sales, increased to 83.7% in the
quarter compared to 82.9% in the prior year quarter. Year-to-date, as a
percentage of net sales, cost of sales decreased to 82.9% from 83.5% in
1993. The higher cost of sales primarily reflects the increased sales
reported by the Company both in the quarter and year-to-date.
Continuing pressure in the pricing of beverage cans in North America,
although offset to some extent by improved results in other areas, has
affected the Company's gross margin in the quarter. The market for certain
of our basic materials continued to tighten, and, as the Company enters
the fourth quarter, it faces unprecedented increases in the cost of
aluminum can sheet used in the production of beverage cans. The Company's
aluminum suppliers are unified in adopting a price formula which will, at
present, result in an increase in the price of approximately 40%. The
cost of PET and HDPE resin used in plastic containers has been
increasing which reflects, according to suppliers, the growing demand for
such materials worldwide. The Company has announced to its customers
that it intends to increase its prices to reflect these cost increases
and it has, in fact, already increased selling prices in certain product
lines to reflect the higher cost, both in the United States and
International markets.
The Company continues to be committed to research and development and
productivity improvement programs in an effort to reduce future costs.
Depreciation and amortization as a percentage of net sales has increased
from 4.3% in 1993 to 4.8% in 1994. This increase primarily reflects
the Company's increased level of capital investment to improve
productivity and efficiencies as well as to meet customer demand for
new products.
Selling and administrative expenses have increased over the prior year, in
the quarter and for the nine months, by 9.8% and 4.9%, respectively.
This increase is due primarily to acquisitions in 1994 and 1993. The
Company continues to review and monitor these costs. As a percentage of
net sales, selling and administrative expenses were 3% for the nine
months ended 1994 and 1993.
</page>
<PAGE>12
Crown Cork & Seal Company, Inc
Part 1 - Financial Information
Item 2 - Management's Discussion and Analysis
(Continued)
Liquidity and Capital Resources
Cash flow from operations declined from 1993 by $268.5 million due primarily
to the increased working capital requirements of acquired businesses
as well as from the growth and continuing investments in the Plastics
Division which is being funded on a short-term basis through issuances
of commercial paper.
Capital expenditures of $323.0 million represent an increase of 75.0% over
1993. Spending in the North American Division totaled $114.3 million.
Major spending was for the new technical center and aerosol plant in Alsip,
Illinois, for two-piece steel food can lines in Owatonna, Minnesota and
for the conversion of beverage can and end lines to a 202 diameter at various
plants. Spending in the Plastics Division totaled $162.0 million as
compared to $58.3 million in 1993. The growth in 1994 spending reflects the
Company's continuing commitment to meet the present and future needs of its
customers.
Cash used in the acquisition of businesses relates primarily to the
acquisition of Tri Valley Growers' container manufacturing plants in
California.
Total debt, net of cash and cash equivalents, at September 30, 1994 was
$1,768.9 million and represented an increase of 34.8% over the
December 31, 1993 level of $1,312.1 million. Total debt, net of cash and
cash equivalents, as a percentage of total capitalization was 55.2%
at September 30, 1994 as compared to 50.1% at December 31, 1993.
The increase in total debt to total capitalization is primarily due to the
acquisition of Tri Valley on June 27th, seasonal build-up of inventories and
receivables as well as capital investment programs to meet customer demand.
</page>
<PAGE>13
Crown Cork & Seal Company, Inc.
Part II - Other Information
Item 5. Other Information
None
Item 6. Exhibits and Reports on Form 8-K
a. Exhibits
27. Financial Data Schedule
b. Reports on Form 8-K
During the second quarter of 1994 the Registrant filed the following
Current Report on Form 8-K:
(1) September 14, 1994
Item 5. Other Events - reported that the Registrant would incur in
the third quarter a charge to reflect the
costs associated with the restructuring
of its metal packaging operations in
the U.S. and in Canada
Item 7. Exhibits - provided a copy of the Registrant's News
Release announcing the restructuring
of its metal packaging operations in
the U.S. and Canada.
</page>
<PAGE>14
Crown Cork & Seal Company, Inc.
Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Crown Cork & Seal Company, Inc
Registrant
Date: November 15, 1994 /s/Timothy J. Donahue
Timothy J. Donahue
Financial Controller
</page>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1994
<PERIOD-END> SEP-30-1994
<CASH> 62
<SECURITIES> 0
<RECEIVABLES> 828
<ALLOWANCES> 9
<INVENTORY> 705
<CURRENT-ASSETS> 1,662
<PP&E> 2,649
<DEPRECIATION> 866
<TOTAL-ASSETS> 4,780
<CURRENT-LIABILITIES> 1,703
<BONDS> 888
<COMMON> 592
0
0
<OTHER-SE> 771
<TOTAL-LIABILITY-AND-EQUITY> 4,780
<SALES> 3,361
<TOTAL-REVENUES> 3,361
<CGS> 2,947
<TOTAL-COSTS> 3,062
<OTHER-EXPENSES> 6
<LOSS-PROVISION> 5
<INTEREST-EXPENSE> 71
<INCOME-PRETAX> 127
<INCOME-TAX> 42
<INCOME-CONTINUING> 91
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 91
<EPS-PRIMARY> 1.02
<EPS-DILUTED> 1.02
</TABLE>
