<PAGE>1
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 JUNE 30, 1995
OR
[ ] 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)
Indicate by check mark whether the registrant (1) has filed all reports required
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 90,387,106 shares of Common Stock outstanding as of July 31, 1995.
</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 June 30, 1995 1994
Net sales $ 1,385.8 $ 1,134.5
Costs, expenses & other income
Cost of products sold, excluding
depreciation and amortization 1,153.8 932.7
Depreciation and amortization 65.0 54.7
Selling and administrative expense 36.0 33.2
Provision for restructuring 20.2
Interest expense 38.0 22.1
Interest income ( 2.7) ( 1.6)
Translation and exchange adjustments ( 1.1) 2.6
1,309.2 1,043.7
Income before income taxes 76.6 90.8
Provision for income taxes 21.6 30.0
Equity earnings, net of minority interests ( 2.8) 4.0
Net income $ 52.2 $ 64.8
Earnings per average common share $ .58 $ .73
Dividends per share
Average common shares outstanding 90,197,100 89,094,150
The financial statements for 1995 include the container manufacturing operations
of Tri-Valley Growers, acquired on June 27, 1994.
The accompanying notes are an integral part of these financial statements.
</page>
<PAGE>3
Crown Cork & Seal Company, Inc.
CONSOLIDATED STATEMENTS OF INCOME
(In millions except share data)
(Unaudited)
Six months ended June 30, 1995 1994
Net sales $ 2,512.5 $ 2,077.5
Costs, expenses & other income
Cost of products sold, excluding
depreciation and amortization 2,085.8 1,712.6
Depreciation and amortization 129.2 107.2
Selling and administrative expense 71.8 66.3
Provision for restructuring 20.2
Interest expense 73.5 43.7
Interest income ( 5.5) ( 3.0)
Translation and exchange adjustments .5 6.1
2,375.5 1,932.9
Income before income taxes 137.0 144.6
Provision for income taxes 41.3 50.5
Equity earnings, net of minority interests ( 7.0) 4.3
Net income $ 88.7 $ 98.4
Earnings per average common share $ .99 $ 1.11
Dividends per share
Average common shares outstanding 89,920,245 88,983,915
The financial statements for 1995 include the container manufacturing operations
of Tri-Valley Growers, acquired on June 27, 1994.
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 per share)
(Unaudited)
June 30, December 31,
1995 1994
ASSETS
CURRENT ASSETS
Cash and cash equivalents $ 68.9 $ 43.5
Receivables 910.9 738.0
Inventories 944.6 767.5
Prepaid expenses and other current assets 72.8 56.6
Total Current Assets 1,997.2 1,605.6
Long-term notes and receivables 65.9 70.4
Investments 56.9 47.7
Goodwill, net of amortization 1,112.1 1,122.4
Property, plant and equipment 1,937.3 1,816.5
Other non-current assets 108.6 118.7
TOTAL $5,278.0 $4,781.3
LIABILITIES AND SHAREHOLDERS' EQUITY
CURRENT LIABILITIES
Short-term debt $1,023.1 $ 604.5
Current portion of long-term debt 63.5 131.3
Accounts payable and accrued liabilities 700.5 737.1
United States and foreign income taxes 13.0 10.1
Total Current Liabilities 1,800.1 1,483.0
Long-term debt, excluding current maturities 1,152.3 1,089.5
Postretirement and pension liabilities 627.1 639.4
Other non-current liabilities 126.5 128.8
Minority interests 101.7 75.4
Shareholders' equity 1,470.3 1,365.2
TOTAL $5,278.0 $4,781.3
BOOK VALUE PER COMMON SHARE $16.28 $15.28
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)
Six months ended June 30, 1995 1994
Cash flows from operating activities
Net income $ 88.7 $ 98.4
Depreciation and amortization 129.2 107.2
Provision for restructuring 12.8
Equity in earnings of joint ventures, net
of dividends received ( 2.7) ( 7.7)
Minority interest in earnings of subsidiaries 9.9 5.7
Change in assets and liabilities, other than debt ( 436.2) ( 342.8)
Net cash used in operating activities ( 198.3) ( 139.2)
Cash flows from investing activities
Capital expenditures ( 206.5) ( 223.9)
Acquisition of businesses, net of cash acquired ( 64.0)
Proceeds from sale of property, plant and equipment 12.8 .9
Other, net ( 6.9) ( 2.9)
Net cash used in investing activities ( 200.6) ( 289.9)
Cash flows from financing activities
Proceeds from long-term debt 310.5 113.0
Payments of long-term debt ( 203.7) ( 91.2)
Net change in short-term debt 283.7 379.1
Common stock:
Repurchase for treasury ( .3) ( 8.5)
Issued under various employee benefit plans 14.5 8.0
Minority contributions, net of dividends paid 9.7 11.4
Net cash provided by financing activities 414.4 411.8
Effect of exchange rate changes
on cash and cash equivalents 9.9 6.3
Net change in cash and cash equivalents 25.4 ( 11.0)
Cash and cash equivalents at beginning of period 43.5 54.2
Cash and cash equivalents at end of period $ 68.9 $ 43.2
Schedule of non-cash Investing Activities 1995 1994
Acquisition of business:
Fair value of assets acquired $89.1
Liabilities assumed ( 25.1)
Cash paid $64.0
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, 1994 $592.5 $168.4 $ 974.1 ($48.1) ($175.9) ($145.8) $1,365.2
Net income 88.7 88.7
Treasury stock purchased ( .3) ( .3)
Stock issued under employee
benefit plans 9.6 4.9 14.5
Translation adjustments 2.2 2.2
Balance at June 30, 1995 $592.5 $177.7 $1,062.8 ($48.1) ($173.7) ($140.9) $1,470.3
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, 1993 $592.5 $167.4 $ 843.1 ($46.3) ($156.5) ($148.4) $1,251.8
Net income 98.4 98.4
Treasury stock purchased ( 7.3) ( 1.2) ( 8.5)
Stock issued under employee
benefit plans 5.6 2.4 8.0
Translation adjustments 2.3 2.3
Balance at June 30, 1994 $592.5 $165.7 $ 941.5 ($46.3) ($154.2) ($147.2) $1,352.0
</TABLE>
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)
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 necessary to present fairly
the financial position of Crown Cork & Seal Company, Inc., as of June
30, 1995 and the results of operations and cash flows for the periods ended
June 30, 1995 and 1994, 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 1994 Annual Report on Form 10-K as well as its
first quarter 1995 Interim Report on Form 10-Q.
B. Restructuring
The Company recorded a pre-tax restructuring expense of $114.6 million in
the third quarter of 1994 ($73.2 million after-tax) related to a
program announced on September 14, 1994. The program was implemented
in the fourth quarter of 1994 with seven of the announced thirteen
plants being closed as of December 31, 1994. The program is ongoing
in 1995 with three of the previously announced plants scheduled to close by
the end of the third quarter of 1995.
Currently, the estimates related to the seven plants closed in 1994 and the
three plants to be closed by the end of the third quarter 1995 have
remained unchanged. However, management has reevaluated the effect
of closing two aerosol plants and an art and plate operation and has
decided to keep these operations open. The financial impact
of this decision is a net pre-tax charge to income of $.1 million.
During the third quarter the Company also finalized plans to close a
three-piece food can plant and has also decided to not re-open the
Van Nuys beverage can plant. The estimated cost associated with these two
plant closures is $20.1 million pre-tax.
The total adjustment to operating income for the above changes is a pre-tax
charge of $20.2 million, or $12.8 million after-tax. The program is
expected to be completed before the end of the third quarter of 1995.
The Company estimates that the decision to keep open the two aerosol
plants and the art and plate operation and to close the three piece food
can plant and beverage can plant will result in additional annual savings
to net income of approximately $3.1 million and reduced capital
requirements by approximately $20.0 million.
</PAGE>
<PAGE>8
Crown Cork & Seal Company, Inc.
The balance of the reserves for restructuring as described above is $32.6
million as of June 30, 1995 (excluding the writedown of assets which is
reflected as a reduction of the related asset accounts) and is included
in accounts payable and accrued liabilities as well as other non-current
liabilities. The restructuring balances are as follows:
Adjustments
December 31, to 1995 June 30
1994 Reserves Activity 1995
Employee costs $16.6 $ 6.4 ($2.0) $21.0
Writedown of assets ( .8) .8
Lease termination and
property holding costs 5.9 5.4 ( .4) 10.9
Anticipated gain from sale
of properties ( 11.1) 10.9 ( .2)
Incremental operating losses 5.4 ( 1.7) ( 2.8) .9
$16.8 $20.2 ($4.4) $32.6
Where applicable, the Company has also established reserves to restructure
acquired companies. These purchase accounting adjustments related
primarily to employee separation costs to be incurred upon plant
closures, such as severance and additional pension and retiree medical
liabilities. As of June 30, 1995 the remaining balance from 1994 and 1993
acquisitions was $21.2 million.
C. Inventories
June 30, December 31,
1995 1994
Finished goods and work in process $582.2 $391.3
Raw materials and supplies 362.4 376.2
Total inventories $944.6 $767.5
D. Supplemental Cash Flow Information
Cash payments for interest, including capitalized interest of $3.0 million
and $3.2 million, were $62.9 million and $39.4 million during the
six months ended June 30, 1995 and 1994, respectively. Cash payments for
income taxes amounted to $14.1 million and $41.4 million during
the six months ended June 30, 1995 and 1994, respectively. The 1995 tax
payments are net of a second quarter refund of $15.0 million.
</PAGE>
<PAGE>9
Crown Cork & Seal Company, Inc.
PART I - FINANCIAL INFORMATION
Item 2 - Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Net Income and Earnings Per Share
Net income for the second quarter and for the six months ended June 30,
1995 was $52.2 million and $88.7 million,respectively, as compared to
$64.8 million and $98.4 million for the same periods in 1994.
Earnings per share for the second quarter and for the six months ended
June 30, 1995 was $.58 and $.99, respectively, as compared to $.73 and
$1.11 for the same periods in 1994. Net income, before the provision
for restructuring, in the quarter was $65.0 million or $.72 per share as
compared to $64.8 million or $.73 per share in 1994. For the six
months ended June 30, 1995, net income, before the restructuring charge,
increased 3.2% to $101.5 million and earnings per share increased 2.1% to
$1.13.
In the second quarter, the Company, reevaluated the effect of closing two
aerosol plants and an art and plate operation which had been included
in the announced September 1994 restructuring plan and has decided
to keep these operations open. The financial impact of this decision
is a net pre-tax charge of $.1 million. The Company has also
decided to close a three-piece food can plant and to not re-open the
Van Nuys beverage can plant which had been damaged by an earthquake in
1994. The impact on pre-tax earnings from this decision is a charge of
$20.1 million. These actions are expected to be completed by the end
of the third quarter of 1995 and are expected to contribute additional
annual savings of approximately $3.1 million.
The Company estimates that of the total net pre-tax restructuring charge of
$20.2 million, $9.2 million will be non-cash charges primarily to
reflect the writedown of assets. Cash charges primarily relate
to future pension plan contributions and retiree medical benefits
to be paid for terminated employees.
</PAGE>
<PAGE>10
Crown Cork & Seal Company, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Net Sales
Net sales for the quarter increased 22.2% from $1,134.5 million in 1994 to
$1,385.8 million in 1995. Sales from domestic operations increased
21.2% and those in foreign markets increased 24.0%. Domestic sales
accounted for 66.4% of consolidated sales in 1995 as compared to 66.9% in
1994. Net sales for the six months ended June 30, 1995 at $2,512.5 million
increased 20.9% from the year earlier level of $2,077.5 million.
An analysis of net sales by operating division follows:
Net Sales Percentage
Second Quarter Six Months Ended Change
1995 1994 1995 1994 Second Six
Quarter Months
North American $ 792.0 $675.7 $1,402.3 $1,230.2 17.2 14.0
International 251.0 208.1 478.3 387.8 20.6 23.3
Plastics 325.4 227.6 585.7 416.9 43.0 40.5
Other 17.4 23.1 46.2 42.6 (24.7) 8.5
$1,385.8 $1,134.5 $ 2,512.5 $2,077.5 22.2 20.9
North American Division net sales increased in the quarter and year-to-date
over the respective prior year periods due primarily to the pass-through of
substantially higher raw material costs. This pass-through did not
fully recover the cost increases experienced for aluminum can sheet.
It will continue to be difficult to increase selling prices during the
remainder of 1995 to fully recover such cost increases. Year-to-date
sales growth was partially offset by lower unit sales for beverage cans as
well as the impact of the devaluation of the Mexican peso against
the U.S. dollar. The decline in beverage can volumes was due primarily
to unusually large customer purchases prior to the January 1995 selling
price increases. In the second quarter these volumes were relatively
unchanged from a year earlier. The Canadian dollar has strengthened
against the U.S. dollar in the second quarter with unit sales for beverage
cans increasing. Without the impact of a significantly lower
Mexican peso, North American Division sales would have been higher
by $34.5 million year-to-date and $17.2 million in the quarter from a year
earlier.
Increased sales in the International Division were due primarily to
increased unit sales in China, the Middle East and Latin America as well
as the continued weakening of the U.S. dollar against most European
currencies. In China, the commencement of production of two-piece
aluminum beverage cans and beverage ends in Shanghai, and Foshan were the
primary factors for growth. Full production was also attained in the
Company's operations in Dubai and Argentina resulting in substantial unit
growth.
</PAGE>
<PAGE>11
Crown Cork & Seal Company, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Significant sales increases have been recognized within the Plastics
Division both for the quarter and year-to-date over the prior year
periods. More than 60% of this growth has been derived in domestic markets
due primarily to increased unit sales of approximately 35% over
1994 and to a lesser extent from the pass-through of substantially
higher polyethylene terephthalate ("PET") resin costs. Increased unit
capacity at most U.S. plants as a result of the 1994 capital investment
programs in response to customer requirements was the primary factor
for volume growth. In Europe, the Company's plastic operations have
experienced sales gains due to increased volumes, pass-through of higher
raw material costs and, to a lesser degree, customer concerns about
future resin shortages. The Company believes that its supplier base will
provide satisfactory means for it to obtain raw materials in
sufficient quantities to meet the future needs of its customers.
Cost of Products Sold
Cost of products sold, excluding depreciation and amortization, for the
second quarter ended June 30, 1995 was $1,153.8 million, a 23.7%
increase from $932.7 million in 1994. For the six months ended, cost of
products sold increased 21.8% to $2,085.8 million from $1,712.6
million in 1994. These increases are due primarily to higher net raw
material costs as well as overall increased unit sales. These increased
raw material costs, both in aluminum can and end sheet and plastic
resins, have not been fully passed through to customers and have
resulted in lower margins. Management is concerned that these cost
increases will not be fully recovered from customers during the remainder
of 1995. Cost of products sold as a percentage of net sales are
approximately 1% higher than in 1994 both within the quarter and
year-to-date. The markets for certain of the Company's basic raw materials
continue to tighten but it is the Company's ongoing objective to maintain
its ability to effectively source such materials. Continued emphasis on
research and development as well as capital programs which improve
plant efficiencies support the Company's efforts to contain costs.
Selling and Administrative
Selling and administrative expenses for the second quarter were $36.0
million, and as a percentage of net sales were 2.6%. Expenses
increased by 8.4% over 1994 but improved as a percentage of net sales
from 2.9% a year earlier. For the six months ended June 30, 1995,
selling and administrative expenses increased 8.3% from a year earlier but
improved as a percentage of net sales from 3.2% to 2.9% in 1995.
</PAGE>
<PAGE>12
Crown Cork & Seal Company, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Operating Income
The Company views operating income before interest costs and other
non-operating expenses as the principal measure of performance.
Operating income, before restructuring charges of $20.2 million,
was $225.7 million or 9.0% of net sales for the six months ended
June 30, 1995 and $131.0 million or 9.5% of net sales in the
quarter. Increases over the same period a year earlier were 17.9% and
15.0%, respectively. An analysis of operating income, before
restructuring, by operating division follows:
Operating Expense Percentage
Second Quarter Six Months Ended Change
1995 1994 1995 1994 Second Six
Quarter Months
North American $73.3 $62.5 $129.1 $111.8 17.3 15.5
International 23.4 26.9 47.8 45.9 (13.0) 4.1
Plastics 32.1 23.8 42.2 30.6 34.9 37.9
Other 2.2 .7 6.6 3.1 214.3 112.9
$131.0 $113.9 $225.7 $191.4 15.0 17.9
Within the North American Division, operating income increased over a year
earlier by 17.3% in the quarter and 15.5% year-to-date. As a
percentage of net sales, operating margin was up year-to-date from 9.1%
in 1994 to 9.2% in 1995 and unchanged at 9.3% within the quarter from
a year earlier. Increased operating profits year-to-date reflect
the initial effects of the September 1994 restructuring program, higher
aluminum scrap prices, improved conditions in Mexico and Canada and
benefits derived from the Company's continuing investment programs,
primarily for beverage cans and ends.
Within the second quarter, the increase in operating profits was partially
offset by the continued increases in raw material costs particularly
in aluminum can sheet. It will continue to be difficult to fully
recover raw material cost increases during the second half of 1995.
Also within the quarter, the Company's Mexican operations showed
continued improvement from a year earlier as the devaluation of the
Mexican peso slowed and unit sales increased.
The implementation of a new pricing structure in 1995 by the Company's
suppliers of aluminum can and end sheet directly ties the
price for can and end sheet to the price of ingot on the London Metal
Exchange (LME). This has resulted in the volatility in commodity markets
being effectively transferred to the Company. While the Company has
announced selling price increases to its customers based on LME
quotes, the Company has not and may not always be able to fully recover
movements in commodity pricing. With already depressed margins in the
domestic beverage can business and the possibility of higher aluminum
costs, the Company remains cautious about earnings for the second half of
1995. The longer term consequences of higher aluminum costs will likely
include reduced investment in North American beverage can capacity.
The Company plans to maintain its competitive position by completing
its 202 diameter aluminum end conversion program by the end of 1995
and by enhancing line speeds.
</PAGE>
<PAGE>13
Crown Cork & Seal Company, Inc.
Item 2. Management's Discussion and Analysis (Continued)
The International Division operating income was 10.0% of net sales
year-to-date and 9.3% of net sales in the quarter as compared to
11.8% and 12.9% in 1994, respectively. The lower margins are directly
related to competitive pressures on selling prices and changes
in product mix. Although unit and dollar sales are up in most markets,
the pressure on margins from higher costs remains significant.
Operating income for the Plastics Division increased 34.9% in the quarter
and 37.9% year-to-date over a year earlier. As a percentage
of net sales, operating income was 9.9% in the quarter and 7.2%
year-to-date as compared to 10.5% and 7.3% in 1994,
respectively. The increased operating profits resulted from increased
unit sales, improved manufacturing efficiencies in Europe due
to the increased production and, to a lesser extent, favorable product
mix. Operating margins in the domestic operations have declined within
the quarter and year-to-date from a year earlier due primarily to the
difficulty experienced in recovering the steady increases in PET
resin prices since October 1994 and, to a lesser extent, inefficiencies
caused by the continuing capital investment programs to increase unit
volume capacity at various plants. PET resin prices have increased 24%
since January 1, 1995. The Company has to some extent increased selling
prices to its customers to offset such raw material increases. During 1995
it has been increasingly difficult to fully recover resin increases, which
has led to margin erosion. With excess capacity in the U.S. PET bottle
market and eroding margins due to the difficult PET price structure,
the Company expects that margins may erode further in 1995.
Net Interest Expense/Income
Net interest expense was $35.3 million in the quarter and $68.0 million
year-to-date and represents increases over 1994 of 72.2% and
67.1%, respectively. The increase in net interest expense is due
primarily to (a) generally higher interest rates, (b) increased working
capital requirements resulting from the impact on inventories of
higher raw material costs and (c) continued capital spending programs to
expand production worldwide and to improve production efficiencies.
Taxes on Income
The effective tax rate was 28.2% in the second quarter and 30.1%
year-to-date. In 1994, the effective tax rates were 33.0%
and 34.9%, respectively. The lower effective tax rate is primarily
due to increased pre-tax income from non-U.S. operations with lower
statutory rates, such as, those in China and the United Arab Emirates.
</PAGE>
<PAGE>14
Crown Cork & Seal Company, Inc.
Item 2. Management's Discussion and Analysis (Continued)
Liquidity and Capital Resources
Net cash used in operations of $198.3 million increased by $59.1 million
for the six months ended June 30, 1995 over 1994 cash used in operations
of $139.2 million. These increases were due primarily to higher receivable
and inventory balances as raw material costs have increased up to
50% compared to 1994. The Company will continue to manage its inventory
levels in response to the volatility of raw material prices and increased
customer demand for its products.
Capital expenditures of $206.5 million represent a decrease of 7.8% from
the year earlier level of $223.9 million. The reduction in overall
spending from a year earlier represents the Company's continuing efforts
to reduce interest costs by lowering debt levels. Spending in the North
American Division was $78.3 million, down from $79.3 million in 1994.
Included in spending for this division were the conversion of
aluminum beverage can and end lines to 202 diameter at various plants,
down payments on two new high-speed beverage can lines and
modernization of a plant in Texas to meet customer needs. Spending
in the International Division totaled $32.2 million, an increase over
the 1994 level of $30.2 million. Major spending for the International
Division has been concentrated in the Company's joint ventures as well as
further expansion of existing plastic cap production in European
metal facilities. Spending for the Plastics Division declined from $113.2
million in 1994 to $87.6 million in 1995. Major spending included
continued expansion of existing products to meet customer requirements,
specifically single-serve PET preform and bottle lines.
Cash provided from financing activities increased marginally as higher
uses of cash in operations was offset by reduced spending in investing
activities. The cash provided from long-term debt was generated by the
Company's sale of $300.0 million of public debt securities in January 1995.
These funds were used to pay down short-term indebtedness. Working capital
of $197.1 million represented an increase of $74.5 million and $188.8
million, respectively, over December 31, 1994 working capital of $122.6
million and June 30, 1994 working capital of $8.3 million.
Total debt, net of cash and cash equivalents, at June 30, 1995 was
$2,170.0 million and represented an increase of 21.8% against the December
1994 level of $1,781.8 million and 26.3% against the June 30, 1994 level
of $1,718.8 million. Total debt, net of cash and cash
equivalents, as a percentage of total capitalization was 58.0% at
June 30, 1995 as compared to 55.3% at December 31, 1994 and 54.7% at
June 30, 1994. The increase in total debt to total capitalization
is primarily due to the seasonal build-up of receivables and inventories
and the increases in raw material costs as compared to 1994. The
Company continues to fund its working capital requirements on a short-term
basis primarily through the issuance of commercial paper. The
Company is actively pursuing a reduction in the amount of working
capital which it must employ to support its business activities worldwide.
</PAGE>
<PAGE>15
Crown Cork & Seal Company, Inc.
Item 2. Management's Discussion and Analysis (Continued)
As described in the Company's Current Report on Form 8-K dated
May 22, 1995, the Company entered into an Exchange Offer Agreement,
dated as of May 22, 1995 (the "Agreement"), with Compagnie Generale
d' Industrie et de Participations, a French societe anonyme ("CGIP").
Pursuant to the Agreement and subject to the terms and conditions thereof,
the Company has agreed to make (or cause a wholly-owned subsidiary of the
Company to make) a public exchange offer (the "Offer") for all the
outstanding shares of common stock, (the "CMB Common Stock"), of
CarnaudMetalbox, a French societe anonyme ("CMB"), and CGIP has agreed to
tender all shares of CMB Common Stock beneficially owned by CGIP pursuant
to the Offer and to elect irrevocably to receive only Units
(consisting of a combination of Company common stock and 4.5% cumulative
convertible preferred stock) in consideration for such shares.
The Company intends to obtain the funds necessary to finance the cash
portion of the Offer pursuant to an acquisition facility. The Company
anticipates that the indebtedness incurred under such a facility will
be repaid from funds generated internally by the Company and its
subsidiaries, through additional borrowings, proceeds
from asset dispositions, possible equity offerings or a combination of
two or more such sources.
The foregoing description of the Agreement is qualified in its entirety
by reference to the Company's Current Report on Form 8-K dated
May 22, 1995, and the Agreement (including the Annexes thereto), which
has been filed as Exhibit 2.1 to the Form 8-K.
</PAGE>
<PAGE>16
Crown Cork & Seal Company, Inc.
PART II - OTHER INFORMATION
Item 4. Submission of Matters to a Vote of Security-Holders
The Company's Annual Meeting of Shareholders was held on April 27,
1995. The matters voted upon and the results of such votes are set
forth in Part II, Item 4 of the Company's Quarterly Report
on Form 10-Q for the quarter ended March 31, 1995 and such Item 4
is incorporated herein by reference.
Item 5. Other Information
The Company's Board of Directors has declared a dividend distribution
of one common stock purchase right (the "Rights") for each
outstanding share of the Company's common stock, to shareholders
of record at the close of business on August 10, 1995. Each Right
entitles the registered holder to purchase from the Company under
certain specified circumstances one share of common stock (or in
certain circumstances, cash, property or other securities of the
Company) at a purchase price of $200, subject to adjustment. The
description and terms of the Rights are set forth in a Rights
Agreement (the "Rights Agreement") between the Company and First
Chicago Trust Company of New York, the Rights Agent. The Rights
Agreement, as well as certain other documents related to the Rights,
are filed as exhibits to the Company's registration statement
on Form 8-A filed with the Securities and Exchange Commission
on August 10,1995 (the "Form 8-A"). The foregoing description
of the Rights and the Rights Agreement is qualified in its entirety
by reference to the Form 8-A and the Rights Agreement filed
as Exhibits 1 and 2 to the Form 8-A.
</PAGE>
<PAGE>17
Crown Cork & Seal Company, Inc.
Item 6. Exhibits and Reports on Form 8-K
(a.) Exhibits
2.a Exchange Offer Agreement, dated as of May 22, 1995, between Crown
Cork & Seal Company, Inc., and Compagnie Generale d' Industrie
et de Participations (incorporated by reference to Exhibit 2.1 of
the Registrant's Current Report on Form 8-K dated May 22, 1995
(File No. 1-2227)).
3. By-laws of the Registrant as amended by the Company's Board of
Directors on July 27, 1995.
4. Rights Agreement dated as of August 7, 1995 between Crown Cork & Seal
Company, Inc., and First Chicago Trust Company of New York
(incorporated by reference to Exhibit 1 of Registrant's Form 8-A
dated August 10, 1995 (File No. 1-2227)).
10.a 1994 Stock - Based Incentive Compensation Plan (incorporated by
reference to Exhibit 10.g of Registrant's Annual Report on
Form 10-K for the year ended December 31, 1994 (File No. 1-2227)).
10.b Crown Cork & Seal Company, Inc. Deferred Compensation Plan for
Directors, dated as of October 27, 1994.
10.c Crown Cork & Seal Company, Inc. Pension Plan for Outside Directors,
dated as of October 27, 1994.
11. Statement re: Computation of per share earnings
27. Financial Data Schedule
</PAGE>
<PAGE>18
Crown Cork & Seal Company, Inc.
(b) Reports on Form 8-K
On May 22, 1995, the Registrant filed a Current Report on Form 8-K for
the following event:
The Company reported under Item 5 - Other Events that it had entered
into the Agreement with CGIP with respect to the Offer for all of
the outstanding CMB Common Stock.
</PAGE>
<PAGE>19
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
By: /s/ Timothy J. Donahue
Timothy J. Donahue
Vice President and Controller
Date: August 11, 1995
</PAGE>
<PAGE>20
BY-LAWS
of
CROWN CORK & SEAL COMPANY, INC.,
A PENNSYLVANIA CORPORATION
ARTICLE I
Shareholders
SECTION 1: Annual Meetings. The Corporation shall hold annually a regular
meeting of its shareholders for the election of Directors and
for the transaction of general business which may properly
come before the meeting in accordance with these By-Laws in
Philadelphia, Pennsylvania, on the fourth (4th) Thursday in
April in each year, if not a legal holiday, and, if a legal
holiday, then on the first day following (excluding Saturday)
which is not a legal holiday, or on such other date as may be
designated by the Board of Directors which is not a legal
holiday, at 11:00 A. M., local time.
SECTION 2: Special Meetings. Special meetings may be called by a
majority of the Board of Directors or the chief executive
officer, to meet at such place or time as may be designated
by the Board or the chief executive officer, respectively.
Except as provided by law, the shareholders shall not be
entitled to call a special meeting.
SECTION 3: Notice of Meetings. Written or printed notice of every
annual and of every special meeting of the shareholders shall
be given to each shareholder of record entitled to vote at
such meeting by mail, postage prepaid and addressed to the
address on the books of the Corporation, or as otherwise
provided by law, at least ten (10) days before such meeting.
Notice of every special meeting shall state the place, date
and time of the meeting and the business proposed to be
transacted. Failure to give notice of any annual meeting, or
any irregularity in such notice, shall not affect the
validity of any annual meeting or of any proceedings at any
such meeting. Notice of any meeting of shareholders need not
be given to any shareholder who waives notice thereof in
writing either before or after the holding thereof, and
attendance at any such meeting shall constitute waiver of
notice thereof except as otherwise provided by law. No
notice of any adjourned meeting of shareholders need be given.
SECTION 4: Quorum. At all meetings of shareholders, the presence, in
person or by proxy, of shareholders entitled to cast a
majority in number of votes shall be necessary to constitute
a quorum for the transaction of business; but in the absence
of a quorum, the shareholders present in person or by proxy at
the time and place fixed for such meeting, or at the time
and place of any adjournment thereof, may, by majority vote,
adjourn the meeting from time to time, but not for a period
of over fifteen (15) days with respect to any meeting at which
directors are to be elected or a period of over thirty (30)
days with respect to any other meeting at any one time.
</PAGE>
<PAGE>21
SECTION 5: Voting. Except in cases in which it is by statute, by the
Articles of Incorporation or by these By-Laws otherwise
provided, each shareholder entitled to vote at such meeting
shall be entitled to cast one vote for each share of stock
held by him, and a majority of the votes cast shall be
sufficient to elect and pass any measure.
SECTION 6: Proxies. Any shareholder entitled to vote at any meeting of
shareholders may vote by person or by proxy. Every proxy
shall be in writing, subscribed by the shareholder or his
duly authorized attorney and dated.
SECTION 7: Judges of Election. Prior to any meeting of shareholders, the
Board of Directors may appoint three judges of election, and in
default of such appointment the shareholders at such meeting
shall by majority vote appoint such judges. The judges of
election need not be shareholders and may not be candidates
for any office. The judges of election shall exercise all of
the powers and duties usually incident to their office.
SECTION 8: Nominations.
(a) Only persons who are nominated in accordance
with the procedures set forth in these By-Laws shall be eligible
to serve as Directors of the Corporation. Nominations of
persons for election to the Board of Directors of the
Corporation may be made at a meeting of shareholders
(i) by or at the direction of the Board of Directors or
(ii) by any shareholder of the Corporation who is a shareholder
of record at the time of giving of notice provided for in this
By-Law, who shall be entitled to vote for the election of
Directors at the meeting and who complies with the notice
procedures set forth in this By-law.
(b) Nominations by shareholders shall be made pursuant to timely
notice in writing to the Secretary of the Corporation. To be
timely, a shareholder's notice shall be delivered to or mailed
and received at the principal executive offices of the
Corporation (i) in the case of an annual meeting, not less
than sixty (60) days nor more than ninety (90) days prior to
the first anniversary of the preceding year's annual meeting;
provided, however, that in the event that the date of the
annual meeting is changed by more than thirty (30) days from
such anniversary date, notice by the shareholder to be timely
must be so received not later than the close of business on
the tenth (10th) day following the earlier of the day on which
notice of the date of the meeting was mailed or public
disclosure was made, and (ii) in the case of a special meeting
at which Directors are to be elected, not later than the close
of business on the tenth (10th) day following the earlier of
the day on which notice of the date of the meeting was mailed
or public disclosure was made. Such shareholder's notice
shall set forth (i) as to each person whom the shareholder
proposes to nominate for election or reelection as a Director all
information relating to such person that is required to be
disclosed in solicitations of proxies for election of
Directors, or is otherwise required, in each case pursuant to
Regulation 14A under the Securities Exchange Act of 1934, as
amended (including such person's written consent to being
named in the proxy statement as a nominee and to serving as a
Director if elected and including information as to the
purpose of such nomination); (ii) as to the shareholder giving
the notice (A) the name and address, as they appear on the
Corporation's books, of such shareholder and (B) the class and
number of shares of the Corporation which are beneficially
owned by such shareholder and also which are owned of record
by such shareholder; and (C) as to the beneficial owner, if
any, on whose behalf the nomination is made, (1) the name and
address of such person and (2) the class and number of shares
of the Corporation which are beneficially owned by such person.
At the request of the Board of Directors, any person nominated
by the Board of Directors for election as a Director shall
furnish to the Secretary of the Corporation that information
required to be set forth in a shareholder's notice of
nomination which pertains to the nominee.
</page>
<PAGE>22
(c) No person shall be eligible to serve as a Director of the
Corporation unless nominated in accordance with the procedures
set forth in this By-Law. The chairman of the meeting shall,
if the facts warrant, determine and declare to the meeting
that a nomination was not made in accordance with the
procedures prescribed by these By-Laws, and if he should so
determine, he shall so declare to the meeting and the
defective nomination shall be disregarded. Notwithstanding
the foregoing provisions of this By-Law, a shareholder shall
also comply with all applicable requirements of the Securities
Exchange Act of 1934, as amended, and the rules and
regulations thereunder with respect to the matters set forth
in this By-Law.
SECTION 9: Notice of Shareholder Business. (a) At an annual meeting of
the shareholders, only such business shall be conducted as
shall have been brought before the meeting (i) pursuant to the
Corporation's notice of meeting, (ii) by or at the direction
of the Board of Directors or (iii) by any shareholder of the
Corporation who is a shareholder of record at the time of
giving of the notice provided for in this By-Law, who shall be
entitled to vote at such meeting and who complies with the
notice procedures set forth in this By-Law.
</page>
<PAGE>23
(b) For business to be properly brought before an annual meeting by
a shareholder pursuant to clause (iii) of paragraph (a) of this
By-Law, the shareholder must have given timely notice thereof in
writing to the Secretary of the Corporation. To be timely, a
shareholder's notice must be delivered to or mailed and
received at the principal executive offices of the Corporation
not less than sixty (60) days nor more than ninety (90) days
prior to the first anniversary of the preceding year's annual
meeting; provided, however, that in the event that the date of
the meeting is changed by more than thirty (30) days from such
anniversary date, notice by the shareholder to be timely must
be received no later than the close of business on the tenth
(10th) day following the earlier of the day on which notice of
the date of the meeting was mailed or public disclosure was
made. A shareholder's notice to the Secretary shall set forth
as to each matter the shareholder proposes to bring before the
meeting (i) a brief description of the business desired to
brought before the meeting and the reasons for conducting such
business at the meeting, (ii) the name and address, as they
appear on the Corporation's books, of the shareholder
proposing such business, and the name and address of the
beneficial owner, if any, on whose behalf the proposal is
made, (iii) the class and number of shares of the Corporation
which are owned beneficially and of record by such shareholder
of record and by the beneficial owner, if any, on whose behalf
the proposal is made and (iv) any material interest of such
shareholder of record and the beneficial owner, if any, on
whose behalf the proposal is made in such business.
(c) Notwithstanding anything in these By-Laws to the contrary, no
business shall be conducted at an annual meeting except in
accordance with the procedures set forth in this By-Law.
The chairman of the meeting shall, if the facts warrant,
determine and declare to the meeting that business was not
properly brought before the meeting and in accordance with the
procedures prescribed by these By-Laws, and if he should so
determine, he shall so declare to the meeting and any such
business not properly brought before the meeting shall not be
transacted. Notwithstanding the foregoing provisions of this
By-Law, a shareholder shall also comply with all applicable
requirements of the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder with respect
to the matters set forth in this By-Law.
ARTICLE II
Board of Directors
SECTION 1: Powers. The business and affairs of the Corporation, except as
otherwise provided by statute, the Articles of Incorporation or
these By-Laws, shall be conducted and managed by the Board of
Directors. The number of Directors of the Corporation,
which shall be not more than eighteen (18) and not less than ten
(10), shall be determined from time to time by the Directors.
Directors must be shareholders of the Corporation.
</page>
<PAGE>24
SECTION 2: Election. The Directors of the Corporation shall be elected by
ballot at the annual meeting of the Shareholders and shall
serve one (l) year and until their successors shall be duly
elected and qualified or until their earlier death, resignation
or removal.
SECTION 3: Annual Meeting. The regular annual meeting of the Board of
Directors shall be held immediately following each meeting of
the shareholders at which a Board of Directors shall have been
elected for the purpose of organization and the transaction of
other business.
SECTION 4: Regular Meetings. In addition to the annual meeting, regular
meetings of the Board of Directors shall be held at such
intervals as may be fixed from time to time by the Board of
Directors.
SECTION 5: Special Meetings. Special meetings of the Board of Directors
may be called by the Chairman of the Board, the President, or a
Vice President, or by a majority of the Board of Directors, and
shall be held at the time and place specified in the call for such
special meeting.
SECTION 6: Place of Meeting. Subject to the provisions of Section 4 of
this Article II, regular and special meetings of the Board of
Directors may be held within or without the Commonwealth of
Pennsylvania, and at such times and places as, in the case of a
regular meeting, may be stated in the notice of the meeting, or
in the case of a special meeting, may be specified in the call
for such meeting.
SECTION 7: Conference Calls. Any one or more members of the Board of
Directors of the Corporation or any committee thereof may
participate in a meeting of such Board or committee by means of
a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each
other at the same time. Participation by such means shall
constitute presence in person at a meeting. No persons may
participate in any meeting of the shareholders by means of a
conference telephone or similar communications equipment.
SECTION 8: Notice of Meetings. Notice of the place, day and hour of every
regular and special meeting of the Board of Directors shall be
given each Director before the meeting personally by telegram,
letter or telefax or by mail, postage prepaid, to the address
on the books of the Corporation or as otherwise provided by law
at least four (4) days before the meeting. No notice need be
given any director who waives such notice in writing either
before or after the holding thereof, and attendance at any such
meeting shall constitute waiver of notice thereof except as
otherwise provided by law. No notice of any adjourned meeting
of the Board of Directors need be given.
</page>
<PAGE>25
SECTION 9: Quorum. No less than one-half of the Board shall constitute a
quorum for the transaction of any business at every meeting of
the Board, but if at any meeting there be less than a quorum
present a majority of those present may adjourn the meeting
from time to time but not for a period of over thirty (30) days
at any one time, without notice other than by announcement at
the meeting until a quorum shall attend. At any such adjourned
meeting at which a quorum shall attend, any business may be
transacted which might have been transacted at the meeting as
previously modified.
SECTION 10: Committees. From time to time, the Board of Directors may by
resolution provide for and appoint the members of an Executive
Committee, or any other regular or special committee, or
committees, and all such committees shall have and may exercise
such powers as shall be conferred or authorized by the
resolution of appointment.
SECTION 11: Vacancies. Vacancies in the Board of Directors occurring
during the year shall be filled for the unexpired terms by a
majority of the remaining members of the Board of Directors
although less than a quorum.
SECTION 12: Limitation on Liability. A Director shall not be personally
liable for monetary damages for any action taken, or any failure
to take any action, unless (a) the Director has breached or
failed to perform the duties of his office under Subchapter B
of Chapter 17 of the Pennsylvania Business Corporation Law of
1988, as the same may be amended (relating to standard of care
and justifiable reliance) and (b) the breach or failure to
perform constitutes self-dealing, willful misconduct or
recklessness. The provisions of this Section 12 shall not apply
to (a) the responsibility or liability of a Director pursuant
any criminal statute or (b) the liability of a Director for the
payment of taxes pursuant to local, state or federal law.
Any repeal or modification of this Section 12 shall be
prospective only, and shall not affect, to the detriment of any
Director, any limitation on the personal liability of a Director
of the corporation existing at the time of such repeal or
modification.
</page>
<PAGE>26
ARTICLE III
Officers
SECTION 1: Officers. The Officers of the Corporation shall be a Chairman
of the Board of Directors, a President, one or more Vice
Presidents (one or more of whom may be designated as Executive
Vice Presidents or Senior Vice Presidents by the Board of
Directors), a Treasurer, one or more Assistant Treasurers, a
Secretary, and one or more Assistant Secretaries and a
Controller. The Board of Directors may elect such other
officers as they may from time to time deem necessary, who shall
have such authority and shall perform such duties as from time
to time may be prescribed by the Board of Directors.
SECTION 2: Officers Holding More Than One Office. Any two (2) of the offices
provided for in this Article III may be held by the same person
except that the President may not hold the office of Vice
President or Secretary, nor the Treasurer that of Assistant
Treasurer, nor the Secretary that of Assistant Secretary.
SECTION 3: Chairman of the Board. The Chairman of the Board of Directors
shall preside at all meetings of the Board of Directors. He
shall have supervision of such matters as may be designated to
him by the Board of Directors. The Board of Directors may elect
a Vice Chairman of the Board, who shall have such authority and
shall perform such duties as from time to time may be prescribed
by the Board of Directors.
SECTION 4: President. The President shall have such authority and perform
such duties as may from time to time be assigned to him by the
Board of Directors, and, in the absence of the Chairman of the
Board and the Vice Chairman of the Board, he shall preside at
all meetings of the Board of Directors.
SECTION 5: Chief Executive Officer. Either the Chairman of the Board or the
President, as determined by the Board of Directors, shall be the
chief executive officer of the Corporation and, subject to the
Board of Directors, shall have general charge of the business and
affairs of the Corporation.
SECTION 6: Vice Presidents. The Vice Presidents shall perform such duties
as may be incidental to their office and as may be assigned to
them from time to time by the Board of Directors. In the
absence of the President, the specific duties assigned to that
officer shall be exercised by the Vice Presidents.
</page>
<PAGE>27
SECTION 7: Secretary. The Secretary shall keep the minutes of all meetings
of the Board of Directors and the minutes of all meetings of the
shareholders in books provided for that purpose. He shall
attend to the giving and serving of all notices of the
Corporation and shall be the custodian of the corporate seal.
He shall have charge of and keep and preserve such books and
records of the Corporation as the Board of Directors may
prescribe, and he shall perform all other duties incidental to
his office and as may be assigned to him by the Board of Directors
from time to time. Unless otherwise ordered by the Board of
Directors, he may certify copies of and extracts from any of the
official records of the Corporation and may also certify as to the
Officers of the Corporation and as to similar matters.
SECTION 8: Treasurer. The Treasurer shall have the care and custody of the
funds and securities of the Corporation and shall deposit the
same in such bank or banks as the Board of Directors may select,
or in the absence of such selection, as may be selected by him.
He shall disburse the funds of the Corporation in the regular
conduct of its business or as may be ordered by the Board.
The Treasurer shall perform such other duties as the Board of
Directors may from time to time require.
SECTION 9: Controller. The Controller shall maintain adequate records of
all assets, liabilities and transactions of the Corporation; see
that adequate audits thereof are currently and regularly made;
and, in conjunction with other officers and department heads,
initiate and enforce measures and procedures whereby the
business of this Corporation shall be conducted with the maximum
safety, efficiency and economy. He shall have such other powers
and perform such other duties as the Board of Directors may from
time to time prescribe.
SECTION 10: Assistant Secretaries and Assistant Treasurers. The Assistant
Secretaries and Assistant Treasurers shall have such powers and
perform such duties as may be assigned to them by the Board of
Directors or by the President, or by the Secretary or the
Treasurer respectively, and in the absence or incapacity of the
Secretary or Treasurer, shall have the powers and perform the
duties of those officers respectively.
SECTION 11: Vacancies. Vacancies in any of the offices provided herein
shall be filled by the Board of Directors by majority vote for
the unexpired terms.
SECTION 12: Contracts, Notes, Drafts, Etc. Except as otherwise provided by
the Board of Directors, all written material contracts, deeds,
bonds and similar instruments of the Corporation shall be
executed on its behalf by the Chairman of the Board, the Vice
Chairman of the Board, the President or any Vice President or
Treasurer and shall be either: (a) countersigned by the
</page>
<PAGE>28
Secretary or an Assistant Secretary of the Corporation or
(b) have the corporate seal affixed thereto and attested by the
Secretary, an Assistant Secretary or a member of the legal
department of the Corporation. Notes drawn and drafts accepted
by the Corporation shall be valid only when signed by the
Chairman of the Board, the Vice Chairman of the Board, the
President or any Vice President, the Treasurer or the Controller,
and countersigned by the Secretary, Assistant Treasurer, any
Assistant Secretary or any Assistant Controller. Funds of the
Corporation deposited in banks and other depositories to the
credit of the Corporation shall be drawn from such banks and
other depositories by checks, drafts, or other orders for the
payment of money, bearing the signatures of any two (2) of the
officers and/or such other employees of the Corporation as the
Board of Directors may from time to time designate; and, in lieu
of manual signature thereof, the Board of Directors may adopt and
thereupon the Corporation may use a facsimile signature of any
officer or officers, notwithstanding the fact that such officer or
officers may no longer be employed by the Corporation at the
time the checks bearing such facsimile signature are actually
drawn or presented for payment. The funds deposited in banks
or other depositories in special accounts for payroll or other
purposes shall be drawn from such depositories by checks signed by
any two officers or such person or persons as the Board of
Directors may from time to time designate. Whenever the Board
of Directors shall provide by resolution that any contract or note
shall be executed, or draft accepted, in any other manner and by
any other officer or agent than as specified in these By-laws,
such method of execution, acceptance or endorsement shall be as
equally effective to bind the Corporation as if specified herein.
Access to the safe deposit boxes of the Corporation shall be had
only in the presence of any two of the following officers, that
is to say, the Chairman of the Board, the Vice Chairman of the
Board, the President, any one of the Vice Presidents, the
Secretary, the Treasurer, or the Controller, or in the presence
of any one of the aforementioned officers and an Assistant
Secretary or an Assistant Treasurer. The signing of any
instrument or the doing of any act by any person elected a Vice
President as such Vice President, or by any person elected an
Assistant Secretary or Assistant Treasurer as such Assistant
Secretary or Assistant Treasurer, as the case may be, shall not
be subject to any inquiry as to whether the President, the
Secretary or the Treasurer, as the case may be, was at the time
of such signing or of such act, absent, unavailable or under any
disability.
ARTICLE IV
Indemnification
SECTION 1: Right to Indemnification. Subject to Section 3 hereof, the
Corporation 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,
</page>
<PAGE>29
pending or completed action, suit or proceeding, whether civil,
criminal, administrative or investigative (a "Proceeding"), by
reason of the fact that such person is or was a Director or
Officer of the Corporation, or is or was serving at the request
of the Corporation as a director or officer of another
corporation or of a partnership, joint venture, trust or other
enterprise or entity, whether or not for profit, whether
domestic or foreign, including service with respect to an employee
benefit plan, its participants or beneficiaries, against all
liability, loss and expense (including attorneys' 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 Corporation.
SECTION 2: Advance of Expenses. Subject to Section 3 hereof, expenses
incurred by a Director or Officer in defending (or acting as a
witness in) a Proceeding shall be paid by the Corporation 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 Corporation under applicable
law.
SECTION 3: Procedure for Determining Permissibility. To determine whether
any indemnification or advance of expenses under this Article IV
is permissible, the Board of Directors by a majority vote of a
quorum consisting of Directors who are not parties to such
Proceeding may, and on request of any person seeking
indemnification or advance of expenses shall, determine
(i) in the case of indemnification, whether the standards under
applicable law have been met, and (ii) in the case of advance of
expenses prior to a change of control of the Corporation as set
forth below, whether such advance is appropriate under the
circumstances, provided that each such determination shall be
made by independent legal counsel if such quorum is not
obtainable, or, even if obtainable, a majority vote of a quorum
of disinterested Directors so directs; and provided further that,
if there has been a change in control of the Corporation between
the time of the action or failure to act giving rise to the claim
for indemnification or advance of expenses and the time such claim
is made, at the option of the person seeking indemnification or
advance of expenses, the permissibility of indemnification shall
be determined by independent legal counsel and the advance of
expenses shall be obligatory subject to receipt of the undertaking
in Section 2 hereof. The reasonable expenses of any Director or
Officer in prosecuting a successful claim for indemnification, and
the fees and expenses of any independent legal counsel engaged to
determine permissibility of indemnification or advance of expenses,
shall be borne by the Corporation. As used herein, a "change in
control" of the Corporation means (a) the acquisition by any
person or entity, or two or more such persons or entities acting
</page.
<PAGE>30
in concert, of beneficial ownership (within the meaning of Rule
13d-3, or any successor rule, of the Securities Exchange Act of
1934, as amended) of more than fifty percent (50%) of the
outstanding voting shares of the Corporation or (b) any change
in one-third (1/3) or more of the members of the Board of Directors
unless such change was approved by a majority of the Continuing
Directors. The term "Continuing Directors" means the Directors
existing on July 27, 1995 or any person who subsequently becomes
a Director if such person's nomination for election or election
to the Board of Directors is recommended or approved by the
Continuing Directors.
SECTION 4: Contractual Obligation. The obligations of the Corporation to
indemnify a Director or Officer under this Article IV, including,
if applicable, the duty to advance expenses, shall be considered a
contract between the Corporation and such Director or Officer,
and no modification or repeal of any provision of this Article IV
shall affect, to the detriment of the Director or Officer, such
obligations of the Corporation in connection with a claim based
on any act or failure to act occurring before such modification
or repeal.
SECTION 5: Indemnification Not Exclusive; Inuring of Benefit. The
indemnification and advancement of expenses provided by this
Article IV shall not be deemed exclusive of any other right to
which one indemnified may be entitled under any statute, agreement,
vote of shareholders or otherwise, both as to action in such
person's official capacity and as to action in another capacity
while holding such office, and shall inure to the benefit of the
heirs, legal representatives and estate of any such person.
SECTION 6: Insurance and Other Indemnification. The Board of Directors
shall have the power to (a) authorize the Corporation to purchase
and maintain, at the Corporation's expense, insurance on behalf
of the Corporation and on behalf of others to the extent that power
to do so has not been prohibited by statute, (b) create any fund of
any nature, whether or not under the control of a trustee, or
otherwise secure any of its indemnification obligations, and (c)
give other indemnification to the extent permitted by statute.
ARTICLE V
Capital Stock
SECTION 1: Share Certificates. Every shareholder of record shall be entitled
to a share certificate representing the shares held by him. Every
share certificate shall bear the corporate seal (which may be a
facsimile) and the signature of the President or a Vice President
and the Secretary or an Assistant Secretary or the Treasurer or an
Assistant Treasurer of the Corporation. Where a certificate is
signed by a transfer agent or registrar the signature of any
corporate officer may be a facsimile.
</Page>
<PAGE>31
SECTION 2: Transfers. Transfers of share certificates and the shares
represented thereby shall be made on the books of the Corporation
only by the registered holder or by duly authorized attorney.
Transfers shall be made only on surrender of the share
certificate or certificates.
ARTICLE VI
Record Dates
SECTION 1: Record Dates. Subject to the requirements of law and to the
provisions of the Articles of Incorporation, the Board of
Directors may fix a time in the future not exceeding, except in
the case of an adjourned meeting, ninety (90) days preceding the
date of any meeting of shareholders, or the date fixed for the
payment of any dividend or distribution, or for the allotment of
rights, or when any change or conversion or exchange of shares
shall go into effect or any consent of shareholders shall be
obtained, as a record date for the determination of the
shareholders entitled to notice of or to vote at any such meeting or
entitled to receive any such dividend or distribution or any such
allotment of rights, or to exercise the rights in respect to any
such change, consent, conversion or exchange of shares, and in such
case only shareholders of record on the date so fixed shall be
entitled to notice of or to vote at such meeting or to receive such
dividend, distribution or allotment of rights, or to exercise such
rights as the case may be, notwithstanding any transfer of any
shares of stock on the books of the Corporation after any record
date fixed as aforesaid. The Board of Directors, in their
discretion, may close the books of the Corporation against
transfers of shares during the whole or any part of such period.
ARTICLE VII
Dividends
SECTION 1: Declaration of Dividends. Subject to the provisions of statute and
the Articles of Incorporation, dividends may be declared and paid
as often and at such times as the Board of Directors may determine.
</page>
<PAGE>32
ARTICLE VIII
Sundry Provisions
SECTION 1: Seal. The seal of the Corporation shall be in such form and
shall bear such inscription as may be adopted by the Board of
Directors. If deemed advisable by the Board of Directors, a
duplicate seal or duplicate seals may be provided and kept for the
necessary purposes of the Corporation.
SECTION 2: Fiscal Year. The fiscal year of the Corporation shall commence on
January 1st of each year and end on December 31st of each year,
unless otherwise provided by the Board of Directors.
SECTION 3: Voting Stock of Other Corporations. Any stock in other
corporations, which may from time to time be held by this
Corporation, may be represented and voted at any meeting of
shareholders of such other corporations or instructions given to
any nominee holding such stock, by the Chairman of the Board, the
President or Vice Presidents of the Corporation, or by proxy
executed in the name of this Corporation by its Chairman of the
Board, Vice Chairman of the Board, President or a Vice President,
with the corporate seal affixed and attested by the Secretary or
an Assistant Secretary.
ARTICLE IX
Amendments
SECTION 1: Amendments. Except as otherwise provided by law, these By-Laws may
be amended at any meeting of the Board of Directors at which a
quorum is present by a majority vote of the Directors present, or
they may be amended by a majority vote at any meeting of
shareholders entitled to vote thereon, provided, in either case,
notice of the proposed amendment was included in the notice of the
meeting (unless, in the case of amendment at a meeting of the
Board of Directors, such notice is waived by a majority vote of the
Directors present).
</page>
<PAGE>33
ARTICLE X
Certain Matters Relating to
Pennsylvania Act No. 36 of 1990
SECTION 1: Section 511. Subsections (d) through (f) of Section 511,
Standard of Care and Justifiable Reliance, of the Pennsylvania
Associations Code, as amended, shall not be applicable to the
Corporation.
SECTION 2: Section 1721. Subsections (e) through (g) of Section 1721, Board
of Directors, of Pennsylvania Associations Code, as amended,
shall not be applicable to the Corporation.
SECTION 3: Subchapter G, Chapter 25. Subchapter G, Control-Share Acquisitions,
of Chapter 25 of the Pennsylvania Associations Code, as amended,
shall not be applicable to the Corporation.
SECTION 4: Subchapter H, Chapter 25. Subchapter H, Disgorgement by Certain
Controlling Shareholders Following Attempts to Acquire Control, of
Chapter 25 of the Pennsylvania Associations Code, as amended, shall
not be applicable to the Corporation.
</page>
DPR: 8/10/95
<PAGE>34
CROWN CORK & SEAL COMPANY, INC.
DEFERRED COMPENSATION PLAN FOR DIRECTORS
This is the Crown Cork & Seal Company, Inc. Deferred Compensation
Plan for Directors, effective for Directors' fees paid after
August 1, 1994.
ARTICLE I. DEFINITIONS.
The following words and phrases as used herein have the following
meanings unless a different meaning is plainly required by the
context:
1.1 "Account" means the separate bookkeeping account established
under the Plan for each Participant, as described in Section 4.1.
1.2 "Administrator" means the Compensation Committee, or the person or
committee appointed by the Compensation Committee, which shall
be responsible for those functions assigned to the
Administrator under the Plan.
1.3 "Beneficiary" means the person, persons or trust designated by a
Participant as direct or contingent beneficiary in the manner
prescribed by the Administrator. The beneficiary of a
Participant who has not effectively designated a beneficiary
shall be the Participant's estate.
1.4 "Board" means the Board of Directors of the Company.
1.5 "Change of Control" means if:
1.5.1 A "person" (as such term is used in Sections 13(d) and 14(d) of
the Securities Exchange Act of 1934, as amended (the
"Exchange Act")), other than a trustee or other fiduciary
holding securities under an employee benefit plan of the Company
or a corporation owned, directly or indirectly, by the
stockholders of the Company in substantially the same
proportions as their ownership of stock of the Company, is or
becomes the "beneficial owner" (as defined in Rule 13D-3 under
the Exchange Act), directly or indirectly, of securities of
the Company representing 25% or more of the combined voting
power of the Company's then outstanding securities; or
1.5.2 During any period of two consecutive years (not including any
period prior to the effective date of the Plan), individuals
</page
<PAGE>35
who are at the beginning of such period constitute the Board
and any new director (other than a director designated by a
person who has entered into an agreement with the Company to
effect a transaction described in Section 1.5.1, Section 1.5.3
or Section 1.5.4 hereof whose election by the Company's
stockholders was approved by a vote of at least two-thirds (2/3)
of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved), cease for
any reason to constitute a majority thereof; or
1.5.3 The stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other
than a merger or consolidation that would result in the voting
securities of the Company outstanding immediately prior thereto
continuing to represent (either by remaining outstanding or by
being converted into voting securities of the surviving entity)
at least 75% of the combined voting power of the voting
securities of the Company or such surviving entity outstanding
immediately after such merger or consolidation; or
1.5.4 The stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or
disposition by the Company of all or substantially all the
Company's assets.
1.6 "Code" means the Internal Revenue Code of 1986, as amended.
1.7 "Company" means Crown Cork & Seal Company, Inc.
1.8 "Director" means a member of the Board.
1.9 "Directors' Fees" means the fees paid to a Director for his
service on the Board.
1.10 "Participant" means a Director who elects to participate in the
Plan in accordance with the terms and conditions of the Plan.
1.11 "Plan Year" means the calendar year.
ARTICLE II. PARTICIPATION
2.1 Eligibility. Each Director who is entitled to Directors' Fees is
eligible to elect to participate in the Plan.
2.2 Participation. A Director who meets the eligibility requirements of
Section 2.1 may elect to participate in the Plan by delivering to
the Administrator a properly executed election in the form
provided by the Administrator.
</page>
<PAGE>36
ARTICLE III. DEFERRAL OF DIRECTORS' FEES
3.1 Election to Defer. A Director who elects to become a Participant
may elect to defer receipt of all, or any part, of his Directors'
Fees for any Plan Year by delivering a properly executed election
form to the Administrator, which form shall specify:
3.1.1 the amount or percentage of Directors' Fees to be deferred;
3.1.2 the Beneficiary of his or her Account in the event of the
Participant's death; and
3.1.3 the period over which a Participant's Account shall be
distributed.
An election to defer Directors' Fees pursuant to the Plan shall remain in
effect until amended or revoked in accordance with Section 3.3.
3.2 Date of Filing Election. An election to defer a Participant's
Directors' Fees shall be filed by the Participant with the
Administrator prior to the date such Directors' Fees first becomes
currently available to the Participant. Deferral of a Participant's
Directors' Fees paid during a Plan Year shall begin as soon as
administratively feasible after the filing of the Participant's
election to defer such Directors' Fees.
3.3 Reduction or Termination of Future Deferral.
3.3.1 A Participant may elect to reduce the amount of Directors' Fees
that will be deferred in the future or may elect to terminate the
deferral election for the future by delivering a properly executed
form to the Administrator; the election shall specify the amount
of future Directors' Fees, if any, that shall continue to be deferred.
3.3.2 The reduction or termination of the deferral of future Directors'
Fees shall be effective as of the first day of the next calendar
quarter following the receipt of the form by the Administrator.
<PAGE>37
ARTICLE IV. ACCOUNTING FOR DEFERRED DIRECTORS' FEES
4.1 Establishment of an Account. The Administrator shall establish an
Account for each Participant. Directors' Fees that are deferred shall
be credited to such Account as of the date such Directors' Fees
would otherwise have been paid to the Participant.
4.2 Earnings on the Account. As of the first day of each month, a
Participant's Account shall be credited with an amount equal to the
product of: (i) one-twelfth of the interest rate available in the
United States as of the first day of the preceding month for
commercial paper issued by the Company, and (ii) the Participant's
Account balance as of the last day of the preceding month.
ARTICLE V. DISTRIBUTION OF A PARTICIPANT'S ACCOUNT
5.1 Distributions. A Participant's Account shall be distributed only in
accordance with Section 5.2, Section 5.3 or Section 5.4.
5.2 Separation from Service. A Participant who ceases to serve as a
Director (for any reason other than death) shall receive a
distribution of his Account as soon as administratively feasible
following such termination.
5.3 Change of Control. Notwithstanding Section 5.2, a Participant shall
receive a distribution of his Account as soon as administratively
feasible following a Change of Control.
5.4 Participant's Death. If a Participant dies while serving on the
Board, the Participant's Account shall be distributed to his
Beneficiary as soon as administratively feasible following the
Participant's death.
5.5 Form of Distribution.
5.5.1 Distribution on Account of Separation from Service or Death. In
the event of a distribution pursuant to Section 5.2 or Section 5.4, a
Participant's Account shall be distributed to him or his Beneficiary
in monthly installments over a period designated by the Participant,
which shall not exceed 10 years. A Participant's Account shall
continue to be credited with earnings in accordance with Section 4.2
during the installment period. A Participant may choose the period
over which his Account will be distributed by delivering a properly
executed election form to the Administrator; provided that such an
election shall be effective only if it is received by the
Administrator before the date as of which the Participant's Account
becomes distributable. If a Participant's amended distribution
</page>
<PAGE>38
election is not effective, his Account shall be distributed in
accordance with his most recent effective election.
5.5.2 Distribution on Account of a Change of Control.
Notwithstanding Section 5.5.1, in the event of a distribution pursuant
to Section 5.3, a Participant's Account will be distributed in a
cash lump sum.
ARTICLE VI. AMENDMENT AND TERMINATION.
6.1 Amendment. The Board reserves the right to amend the Plan at any
time, in any manner whatsoever, after delivery of written notification
to all Directors of its intention and the effective date thereof;
provided, however, that no such amendment shall operate to reduce
the benefit that any Participant who is participating at the time such
amendment is adopted would otherwise receive hereunder.
6.2 Termination of the Plan. Continuance of the Plan is completely
voluntary, and is not assumed as a contractual obligation of the
Company. The Company, having adopted the Plan, shall have the right,
at any time, prospectively to discontinue the Plan by action of the
Board; provided, however, that such termination shall not operate to
reduce the benefit that any Participant who is participating at the
time such amendment is adopted would otherwise receive hereunder.
ARTICLE VII. MISCELLANEOUS
7.1 Participant's Rights Unsecured. The right of any Participant or
Beneficiary to receive future payments under the provisions of the Plan
shall be an unsecured claim against the general assets of the Company.
Any fund, account, contract or arrangement the Company chooses to
establish for the future payment of benefits under the Plan shall
remain part of the Company's general assets and no person claiming
payments under the Plan shall have any right, title or interest in or
to any such fund, account, contract or arrangement.
7.2 Administration by the Administrator. The Plan shall be administered by
the Administrator, who shall have the authority to adopt rules and
regulations for carrying out the Plan, and who shall interpret,
construe and implement the provisions of the Plan.
7.3 Non-alienation. The right of any Participant to the payment of any
benefit hereunder shall not be assigned, transferred, pledged or
encumbered.
</page>
<PAGE>39
7.4 Incapacity. If the Administrator shall determine that a Participant or
Beneficiary to whom any payment is due under the Plan is unable to care
for his affairs because of illness or incapacity, any payment due
(unless a prior claim therefor shall have been made by a duly
appointed guardian, committee or other legal representative) may be
paid to the spouse of the Participant or Beneficiary, to his child,
parent, brother or sister, or to any other person deemed by the
Administrator to have incurred expense for such person otherwise
entitled to payment, in such manner and proportions as the Administrator
may determine. Any such payment shall be a complete discharge of the
liabilities of the Company under the Plan.
7.5 Succession. The Plan shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and the Participants and
their heirs, executors, administrators, and legal representatives.
7.6 Governing Law. The Plan shall be construed in accordance with and
governed by the laws of the Commonwealth of Pennsylvania, except to
the extent superseded by federal law.
IN WITNESS WHEREOF, the Company has caused the Plan to be executed and
attested by its duly authorized officers this 27 day of October, 1994.
Attest: CROWN CORK & SEAL COMPANY, INC.
/s/William T. Gallagher By:Richard L. Krzyzanowski
Attorney Executive Vice President
General Counsel and Secretary
</page>
DPR: 8/10/95
<PAGE>40
CROWN CORK & SEAL COMPANY, INC.
PENSION PLAN FOR OUTSIDE DIRECTORS
This is the Crown Cork & Seal Company, Inc. Pension Plan for Outside
Directors, established effective as of January 1, 1994, that Crown Cork & Seal
Company, Inc. maintains to provide retirement benefits to eligible members of
its Board of Directors.
ARTICLE I. DEFINITIONS
The following words and phrases as used herein have the following
meanings unless a different meaning is plainly required by the context:
1.1 "Administrator" means the Compensation Committee, or the person
or committee appointed by the Compensation Committee, which shall be
responsible for those functions assigned to the Administrator under the Plan.
1.2 "Affiliated Company" means any corporation, partnership or entity
required to be aggregated with the Company under section 414 of the Internal
Revenue Code at 1986, as amended.
1.3 "Annual Retainer" means the base annual retainer paid to a
Participant for his service as an Eligible Director during his last full
calendar year as an Eligible Board Member.
1.4 "Board" means the Board of Directors of the Company.
1.5 "Company" means Crown Cork & Seal Company, Inc.
1.6 "Eligible Director" means a member of the Board who is not
employed by the Company or any Affiliated Company.
1.7 "Payment Commencement Date" means the later of the date a
Participant reaches age 70 or the date he ceases to be a member of the Board.
1.8 "Participant" means an Eligible Director who has met the
requirements of Section 2.1.
1.9 "Plan" means the Crown Cork & Seal Company, Inc. Pension Plan
for Outside Directors.
</page>
<PAGE>41
1.10 "Qualifying Service" means the period during which a member of
the Board is an Eligible Board Member. Non-consecutive periods of
Qualifying Service shall be aggregated to determine the amount of an
individual's Qualifying Service.
1.11 "Retirement Benefit" means the benefit payable to a Participant,
beginning at his Payment Commencement Date, as determined under Section 3.1.
ARTICLE II. ELIGIBILITY
2.1 Eligibility Requirements. Each Eligible Director shall become a
Participant upon being credited with five years of Qualifying Service.
ARTICLE III. RETIREMENT BENEFITS
3.1 Amount of Retirement Benefit. The monthly Retirement Benefit
payable to a Participant shall be equal to 1/12 of the sum of (i) 50% of
his Annual Retainer, and (ii) 10% of his Annual Retainer for each full year of
Qualifying Service credited to him in excess of five. In no event shall a
Participant's Retirement Benefit exceed 100% of his Annual Retainer.
3.2 Commencement of Retirement Benefits. The Retirement Benefit due
to a Participant pursuant to the Plan shall be paid in monthly installments
beginning as of the first day of the month coincident with or next following
his Payment Commencement Date.
3.3 Duration of Retirement Benefits. The Retirement Benefit due a
Participant pursuant to the Plan shall begin on the date specified in
Section 3.2 and shall continue for the period equal to the number of months
of Qualifying Service credited to the Participant. Notwithstanding the
foregoing, all Retirement Benefits shall cease upon the Participant's death.
ARTICLE IV. AMENDMENT AND TERMINATION
4.1 Amendment. The Board reserves the right to amend the Plan at
any time, in any manner whatsoever, after delivery of written notification
to all Eligible Directors of its intention and the effective date thereof;
provided, however, that no such amendment shall operate to reduce the benefit
that any Participant who is participating at the time such amendment is
adopted would otherwise receive hereunder.
</page>
<PAGE>42
4.2 Termination of the Plan. Continuance of the Plan is completely
voluntary, and is not assumed as a contractual obligation of the Company. The
Company, having adopted the Plan, shall have the right, at any time,
prospectively to discontinue the Plan by action of the Board; provided, however,
that such termination shall not operate to reduce the benefit that any
Participant who is participating at the time such amendment is adopted would
otherwise receive hereunder.
ARTICLE V. MISCELLANEOUS
5.1 Participant's Rights Unsecured. The right of any Participant to
receive future payments under the Plan shall be an unsecured claim against
the general assets of the Company. Any fund, account, contract or arrangement
the Company chooses to establish for the future payments of benefits under
the Plan shall remain part of the Company's general assets and no person
claiming payments under the Plan shall have any right, title or interest to
such fund, account, contract or arrangement.
5.2 Administration by the Administrator. The Plan shall be
administered by the Administrator, who shall have the authority to adopt
rules and regulations for carrying out the Plan, and who shall interpret,
construe and implement the provisions of the Plan.
5.3 Non-alienation. The right of any Participant to the payment of
any benefit hereunder shall not be assigned, transferred, pledged or encumbered.
5.4 Incapacity. If the Administrator shall determine that a
Participant to whom any payment is due under the Plan is unable to care
for his affairs because of illness or incapacity, any payment due (unless a
prior claim therefor shall have been made by a duly appointed guardian,
committee or other legal representative) may be paid to the spouse of the
Participant, to his child, parent, brother or sister, or to any other person
deemed by the Administrator to have incurred expense for such person
otherwise entitled to payment, in such manner and proportions as the
Administrator may determine. Any such payment shall be a complete discharge
of the liabilities of the Company under the Plan.
5.5 Succession. The Plan shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and the Participants and
their heirs, executors, administrators, and legal representatives.
5.6 Governing Law. The Plan shall be construed in accordance with
and governed by the laws of the Commonwealth of Pennsylvania, except to
the extent superseded by federal law.
</page>
<PAGE>43
IN WITNESS WHEREOF, the Company has caused the Plan to be executed
and attested by its duly authorized officers this 27 day of October, 1994.
Attest: CROWN CORK & SEAL COMPANY, INC.
/s/ William T. Gallagher By:/s/ Richard L. Krzyzanowski
Attorney Executive Vice President, General Counsel
and Secretary
</page>
<PAGE>44
Crown Cork & Seal Co., Inc.
Exhibit 11 - Statement re Computation of per share earnings
Six months ended Three months ended
1995 1994 1995 1994
1.Net income (in millions) $88.7 $98.4 $52.2 $64.8
2.Weighted average number of
shares outstanding during
the period. 89,920,245 88,983,915 90,197,100 89,084,150
3.Earnings per share based
upon average outstanding
shares (1/2) $0.99 $1.11 $0.58 $0.73
4.Net shares issuable upon
exercise of dilutive
outstanding stock options
(treasury stock method) 717,336 893,288 599,224 808,302
5.Fully diluted shares (2+4) 90,637,581 89,877,203 90,796,324 89,892,452
6.Fully diluted earnings per
share $0.98 $1.09 $0.57 $0.72
</page>
<TABLE> <S> <C>
<ARTICLE> 5
<MULTIPLIER> 1000000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> JUN-30-1995
<CASH> 69
<SECURITIES> 0
<RECEIVABLES> 922
<ALLOWANCES> 11
<INVENTORY> 945
<CURRENT-ASSETS> 1997
<PP&E> 3126
<DEPRECIATION> 1189
<TOTAL-ASSETS> 5278
<CURRENT-LIABILITIES> 1800
<BONDS> 1152
<COMMON> 592
0
0
<OTHER-SE> 878
<TOTAL-LIABILITY-AND-EQUITY> 5278
<SALES> 2513
<TOTAL-REVENUES> 2513
<CGS> 2086
<TOTAL-COSTS> 2106
<OTHER-EXPENSES> (1)
<LOSS-PROVISION> 4
<INTEREST-EXPENSE> 74
<INCOME-PRETAX> 137
<INCOME-TAX> 41
<INCOME-CONTINUING> 89
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 89
<EPS-PRIMARY> .99
<EPS-DILUTED> .99
</TABLE>
