UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14A
Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934
Filed by the Registrant [x]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to ss. 240.14a-11(c) or ss. 240.14a-12
Crown Cork & Seal Company, Inc.
(Name of Registrant as Specified In Its Charter)
N/A
(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
(1) Title of each class of securities to which transaction applies:
N/A
(2) Aggregate number of securities to which transaction applies:
N/A
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
N/A
(4) Proposed maximum aggregate value of transaction:
N/A
(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee was
paid previously. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
2) Form, Schedule or Registration Statement No.:
3) Filing Party:
4) Date Filed:
<PAGE>
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, Pennsylvania 19154
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
OF COMMON AND PREFERRED STOCK
1997
NOTICE IS HEREBY GIVEN that the Annual Meeting of Shareholders of Common
Stock and 41/2% Convertible Preferred Stock of CROWN CORK & SEAL COMPANY, INC.
(the "Company") will be held at the Company's Office located at One Crown Way,
Philadelphia, Pennsylvania, on the 24th day of April 1997 at 11:00 A.M., to
elect Directors, to consider and act upon the resolution to adopt the 1997
Stock-Based Incentive Compensation Plan, which resolution the Board of Directors
unanimously recommends, and to transact such other business that may properly
come before the Meeting.
The stock transfer books of the Company will not be closed prior to the
Meeting. Only Shareholders of Common Stock and 41/2% Convertible Preferred Stock
of record as of the close of business on March 14, 1997 will be entitled to
vote.
By Order of the Board of Directors
RICHARD L. KRZYZANOWSKI
Executive Vice President, Secretary &
General Counsel
Philadelphia, Pennsylvania 19154
March 24, 1997
WE CORDIALLY INVITE YOU AND HOPE THAT YOU WILL ATTEND
THE MEETING IN PERSON, BUT, IF YOU ARE UNABLE TO ATTEND,
THE BOARD OF DIRECTORS REQUESTS THAT YOU SIGN THE PROXY
AND RETURN IT, WITHOUT DELAY, IN THE ENCLOSED ENVELOPE.
1
<PAGE>
Crown Cork & Seal Company, Inc.
One Crown Way
Philadelphia, Pennsylvania 19154
PROXY STATEMENT -- MEETING, April 24, 1997
To All Shareholders:
The accompanying Proxy is solicited by the Board of Directors of the
Company for use at the Annual Meeting of Shareholders to be held on April 24,
1997, and, if properly executed, shares represented thereby will be voted by the
named proxies or attorneys at such Meeting. The cost of soliciting proxies will
be borne by the Company. The Company has engaged D.F. King & Co., Inc. ("King")
to assist in the solicitation of proxies for a fee of $6,000 plus reimbursement
for out-of-pocket expenses and certain additional fees for services rendered by
King in connection with such solicitation. Certain Officers and employees of the
Company may also solicit proxies by mail, telephone, facsimile or in person
without any extra compensation. Any Shareholder giving a Proxy has the power to
revoke it at any time before it is voted by giving written notice of revocation
to the Secretary of the Company, or by executing and delivering a later-dated
Proxy, or by voting in person at the Meeting.
The persons named as Proxies were selected by the Board of Directors of the
Company, and all are Directors and Officers of the Company.
The Annual Report for the year ended December 31, 1996, containing audited
financial statements, is being mailed to Shareholders contemporaneously with
this Proxy Statement, i.e., on or about March 24, 1997.
On February 21, 1997, there were 128,490,982 outstanding shares of Common
Stock, par value $5.00 per share, ("Common Stock") and 12,432,094 outstanding
shares of 41/2% Convertible Preferred Stock, par value $41.8875 per share,
("Preferred Stock").
Shareholders of Common Stock and Preferred Stock of record as of March 14,
1997 (the "Record Date") are entitled to vote at the Annual Meeting. Each share
of Common Stock is entitled to one vote, and each share of Preferred Stock is
entitled to the number of votes equal to the number of shares of Common Stock
into which such share of Preferred Stock is convertible as of the Record Date.
As of the Record Date, each share of Preferred Stock was convertible into Common
Stock at the rate equal to the $41.8875 par value of such Preferred Stock
divided by the applicable conversion price of $45.9715. Accordingly, each share
of Preferred Stock outstanding as of the Record Date will be entitled to
approximately 0.91 votes at the Meeting. Assuming that 128,490,982 shares of
Common Stock and 12,432,094 shares of Preferred Stock remained outstanding as of
the Record Date, such shares of Preferred Stock, in the aggregate, will be
entitled to 11,327,655 votes, resulting in a total of 139,818,637 votes entitled
to be cast at the Meeting (such total number of votes entitled to be cast being
referred to herein as the "Total Voting Power").
The presence, in person or by proxy, of Shareholders entitled to cast a
majority of votes will be necessary to constitute a quorum for the transaction
of business. Proxies solicited herein will be voted, and if the person solicited
specifies by means of the ballot provided in the Proxy a choice with respect to
matters to be acted upon, the shares will be voted in accordance with such
specification. Votes
2
<PAGE>
withheld from Director nominees, abstentions and broker non-votes will be
counted in determining the presence of a quorum. Under Pennsylvania law and the
Company's By-Laws, votes withheld from Director Nominees, abstentions and broker
non-votes are not considered to be "votes" and, therefore, shall not be given
effect either as affirmative or negative votes.
Other than as listed below, the Company has, to its knowledge, no other
beneficial owner of more than 5 percent of the Common Stock or Preferred Stock
outstanding as of February 21, 1997.
Security Ownership of Certain Beneficial Owners
Amount and Percentage of Class of Securities
of the Company Owned
Beneficially, Directly or Indirectly(1)
<TABLE>
<CAPTION>
Total Voting
Power of % of Total
Name and Address Beneficial Voting Power
of Beneficial Owner Common % Preferred % Owner(2) Outstanding
<S> <C> <C> <C> <C> <C> <C>
Compagnie Generale
d'Industrie et de
Participations and certain of
its affiliates(3) 14,028,530(4) 10.64%(5) 3,660,300 29.44% 14,028,530(2) 10.03%
American Express
Financial Corporation(6) 8,523,921 6.63% 0 0% 8,523,921 6.10%
Connelly Foundation(7) 7,036,375 5.48% 0 0% 7,036,375 5.03%
<FN>
- --------------------------------------
(1) Based on information filed with the Securities and Exchange Commission.
Percentages are derived using the outstanding shares of each class as of
February 21,1997.
(2) Equivalent to total number of shares of Common Stock which would be held
upon conversion of Preferred Stock into Common Stock.
(3) Compagnie Generale d'Industrie et de Participations ("CGIP") is a French
societe anonyme, located at 89 rue Taitbout, 75009 Paris, France.
Marine-Wendel and Societe de Gerance de Valeurs Mobilieres ("SGVM"), each a
French societe anonyme, and Wendel-Participations, a French societe en nom
collectif, all located at 89 rue Taitbout, 75009 Paris, France, may be
deemed to share the voting and dispositive power of the 14,028,530 shares
of Common Stock (including the 3,335,127 shares issuable upon conversion of
the Preferred Stock) and the 3,660,300 shares of Preferred Stock by virtue
of Marine-Wendel's 51.85% ownership interest in CGIP,
Wendel-Participations' 52.56% ownership interest in Marine-Wendel, and
SGVM's 62.37% ownership interest in Wendel-Participations.
(4) Includes 3,335,127 shares of Common Stock which would be received upon a
conversion of the 3,660,300 shares of Preferred Stock beneficially owned by
CGIP.
(5) Assumes that the 8,771,794 shares of Preferred Stock outstanding as of
February 21, 1997 and not beneficially owned by CGIP remain unconverted. If
such shares are assumed to be converted into 7,992,528 shares of Common
Stock, CGIP would beneficially own 10.03% of the outstanding Common Stock
as of such date.
(6) American Express Financial Corporation, an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940, is located at IDS
Tower 10, Minneapolis, Minnesota 55440. American Express Financial
Corporation reported that it had shared dispositive power with respect to
8,523,921 shares of Common Stock and shared voting power with respect to
3,999,421 shares of Common Stock. American Express Company, located at
American Express Tower, 200 Vesey Street, New York, New York 10285, the
parent holding company of American Express Financial Corporation, has
disclaimed beneficial ownership of such shares.
(7) The address of the Connelly Foundation is One Tower Bridge, Suite 1450,
West Conshohocken, Pennsylvania 19428.
</FN>
</TABLE>
3
<PAGE>
ELECTION OF DIRECTORS
The persons named in the Proxy shall vote the shares for the nominees
listed below, all of whom are now Directors of the Company, to serve as
Directors for the ensuing year or until their successors shall be elected. None
of the persons named as nominees for Directors has indicated that he or she will
be unable or will decline to serve. In the event that any of the nominees are
unable or decline to serve, which the Nominating Committee of the Board of
Directors does not believe will happen, the persons named in the Proxy will vote
for the remaining nominees and others who may be selected by the Nominating
Committee.
The By-Laws of the Company provide for a variable number of Directors from
10 to 18. The Board of Directors has currently fixed the number of Directors at
14. It is intended that the Proxies will be voted for the election of the 14
nominees named below as Directors, and no more than 14 will be nominated. None
of the nominees, during the last five years, was involved as a defendant in any
legal proceedings that could adversely affect his or her capacity to serve as a
member of the Board of Directors. The principal occupations stated below are the
occupations which the nominees have had during the last five years.
The Board of Directors recommends that Shareholders vote FOR election of
each of the nominees named below. The names of the nominees and information
concerning them and their associations as of February 21, 1997, as furnished by
the nominees, follow:
<TABLE>
<CAPTION>
Year Amount and Percentage of
Became Securities of the Company Owned
Director Beneficially, Directly or Indirectly
Common Preferred % of Total
Name Age Principal Occupation Shares % Shares % Voting Power(A)
<S> <C> <C> <C> <C> <C> <C> <C>
William J. Avery 56 Chairman of the Board 1979 5,642,608 4.391% 4.036%
(a),(d),(e),(1),(2) and Chief Executive Officer
Henry E. Butwel 68 Former Executive Vice President, 1975 92,850 0.072% 0.066%
(a),(b) Administration and Chief Financial
Officer, Retired
Charles F. Casey 70 Former Chairman of the Board of 1992 4,000 0.003% 0.003%
(b) CONSTAR International Inc., now
a wholly-owned subsidiary of the
Company, Retired
Francis X. Dalton 73 Former Treasurer, Retired 1987 60,016 0.047% 0.043%
Guy de Wouters 66 Director of CGIP; Director of 1996 3,676(8) 0.003% 173 0.001% 0.003%
(b),(e) Marine-Wendel, which is the owner
of a majority of the outstanding
shares of CGIP; also a Director of
Valeo and Eurotunnel
Richard L. Krzyzanowski 64 Executive Vice President, 1983 125,260 0.097% 0.090%
(a),(3) Secretary and General Counsel
Josephine C. Mandeville 56 President and Chief Executive 1991 276,600 0.215% 0.198%
(4) Officer of the Connelly Foundation,
a non-profit charitable foundation
Michael J. McKenna 62 President and Chief Operating 1987 128,242 0.100% 0.092%
(a),(5) Officer
4
<PAGE>
Year Amount and Percentage of
Became Securities of the Company Owned
Director Beneficially, Directly or Indirectly
Common Preferred % of Total
Name Age Principal Occupation Shares % Shares % Voting Power(A)
Jean-Pierre Rosso 56 Chairman, President and Chief Exec-
(c) utive Officer of Case Corporation; 1996 3,000 0.002% 0.002%
also a Director of Inland Steel
Industries, Ryerson Tull, ADC
Telecommunications and Principal
Mutual Life Insurance Co.
Alan W. Rutherford 53 Executive Vice President and 1991 5,417,260 4.216% 3.874%
(e),(2),(6) Chief Financial Officer
J. Douglass Scott 76 Former President and Chief 1973 377,876 0.294% 0.270%
(7) Executive Officer of Crown
Cork & Seal Canada Inc., Retired
Ernest-Antoine Seilliere 59 Chairman and Chief Executive 1996 8,520(8) 0.007% 1,411 0.011% 0.006%
(a),(c),(d),(e) Officer of CGIP; Chairman and Chief
Executive Officer of Marine-Wendel,
which is the owner of a majority
of the outstanding shares of CGIP;
also a Director of Peugeot,
Cap Gemini, Societe Generale
and Valeo
Robert J. Siebert 76 Retired President of 1966 43,570 0.034% 0.031%
CRC Chemicals, a marketer of
chemical specialties; Management
Consultant
Harold A. Sorgenti 62 General Partner of 1991 5,750 0.004% 0.004%
(b),(c),(e) Sorgenti Investment Partners; also
Director of Freedom Chemical
Company and Provident Mutual Life
Insurance Company; former Managing
Partner of The Freedom Group
</TABLE>
(A) Total Voting Power: Shareholders of Common Stock of record as of the Record
Date are entitled to one vote for each share then held. Each share of
Preferred Stock is entitled to the number of votes equal to the number of
shares of Common Stock into which such share of Preferred Stock is
convertible as of the Record Date. As of the Record Date, each share of
Preferred Stock was convertible into Common Stock at the rate equal to the
$41.8875 par value of such Preferred Stock divided by the applicable
conversion price of $45.9715. Accordingly, each share of Preferred Stock
outstanding as of the Record Date will be entitled to approximately 0.91
votes at the Annual Meeting. Assuming that 128,490,982 shares of Common
Stock and 12,432,094 shares of Preferred Stock remained outstanding as of
the Record Date, such shares of Preferred Stock, in the aggregate, will be
entitled to 11,327,655 votes, resulting in Total Voting Power of
139,818,637 votes entitled to be cast at the Meeting.
--------------------------------------
(a) Member of the Executive Committee
(b) Member of the Audit Committee
(c) Member of the Executive Compensation Committee
(d) Member of the Nominating Committee
(e) Member of the Strategic Committee
--------------------------------------
(1) Includes 19,500 shares of Common Stock owned by a charitable foundation of
which Mr. Avery is one of three trustees, and 151,450 shares of Common
Stock subject to presently exercisable options held by Mr. Avery.
(2) Includes 5,372,215 shares of Common Stock held in the Crown Cork & Seal
Company, Inc. Master Retirement Trust on behalf of various Company pension
plans (the "Trust Shares"). Under the Master Retirement Trust, the Benefits
Plan Investment Committee (the "Investment Committee") has sole voting and
dispositive power with respect to the Trust Shares. As members of the
Investment Committee, Mr. Avery and Mr. Rutherford may be deemed to
beneficially own such Trust Shares.
(3) Includes 3,700 shares of Common Stock owned by a charitable foundation of
which Mr. Krzyzanowski is one of five trustees, and 26,500 shares of Common
Stock held by a charitable remainder trust of which Mr. Krzyzanowski is a
trustee.
(4) Includes 43,500 shares of Common Stock in the Estate of Owen A. Mandeville,
Jr. of which Mrs. Mandeville is the Executrix.
(5) Includes 4,300 shares of Common Stock owned by a charitable foundation of
which Mr. McKenna is one of eight trustees, and 12,425 shares of Common
Stock subject to presently exercisable options held by Mr. McKenna.
(6) Includes 27,500 shares of Common Stock subject to presently exercisable
options held by Mr. Rutherford.
(7) Includes 365,876 shares of Common Stock held in the Crown Cork & Seal
Canada Inc. Pension Fund on behalf of various Crown Cork & Seal Canada Inc.
pension plans (the "Fund Shares"). Under the Pension Fund, the Pension
Committee has sole voting and dispositive power with respect to the Fund
Shares. As a member of the Pension Committee, Mr. Scott may be deemed to
beneficially own such Fund Shares.
(8) Includes shares of Common Stock which would be received upon a conversion
of the shares of Preferred Stock beneficially owned by Mr. de Wouters and
Mr. Seilliere respectively.
5
<PAGE>
Among the Executive Officers of the Company named herein who are not
Directors, securities of the Company are owned by John W. Conway, Executive Vice
President and President-Americas Division, who beneficially owned 22,031 shares
of Common Stock(1) as of February 21, 1997.
As of February 21, 1997, all Directors and Executive Officers of the
Company as a group of 24, including the above, are beneficial owners of
6,960,816 shares of Common Stock (including 5,738,091 shares of Common Stock
which may be deemed to be beneficially owned by certain Directors and Executive
Officers by virtue of their membership on the Investment Committee of the
Company Master Retirement Trust and the Pension Committee of the Crown Cork &
Seal Canada Inc. Pension Fund and 228,825 shares of Common Stock subject to
presently exercisable options held by such persons), constituting 5.417% of the
outstanding Common Stock, and 1,692 shares of Preferred Stock, constituting
0.014% of the outstanding Preferred Stock. Such shares of Common Stock and
Preferred Stock are entitled to cast 6,960,816 votes at the Annual Meeting,
representing 4.978% of the outstanding Total Voting Power.
The Directors and Executive Officers of the Company, in respect to the
securities of the Company listed in the table above, have sole voting and
investment power, except as to the shares held in the aforementioned trusts
(including the Company Master Retirement Trust and the Crown Cork & Seal Canada
Inc. Pension Fund) and charitable foundations, with respect to which the
Trustees have shared voting and investment power.
Not included in the table above are 7,036,375 shares of Common Stock owned
by the Connelly Foundation, a private, non-profit charitable foundation. Mr.
Avery and Mrs. Mandeville are two of 14 Trustees of this Foundation and disclaim
any beneficial ownership of these shares. In addition, not included in the above
table are 72,598 shares of Common Stock held in the Josephine C. Connelly Trust,
of which Mrs. Mandeville is one of the Trustees and in which shares she
disclaims any beneficial ownership. Also not included are 36,942 shares of
Common Stock held under the Will of John F. Connelly, of which Mrs. Mandeville
is a Trustee and in which shares Mrs. Mandeville disclaims any beneficial
ownership.
The Company and Compagnie Generale d'Industrie et de Participations
("CGIP") have entered into a Shareholders Agreement (the "Shareholders
Agreement") which provides, among other things, that CGIP is entitled to
designate up to three persons to be nominated for election as Directors of the
Company at each annual meeting of Company Shareholders, depending on the amount
of Company voting securities beneficially owned by CGIP. CGIP has designated
Ernest-Antoine Seilliere and Guy de Wouters as nominees to the Company's Board
of Directors in accordance with this provision. A copy of the Shareholders
Agreement was filed with the Company's Current Report on Form 8-K dated February
22, 1996. Pursuant to the Shareholders Agreement, CGIP has agreed to vote the
shares of Common Stock and Preferred Stock beneficially owned by it in the
manner recommended by the Company's Board of Directors in connection with the
election of Directors. In addition, CGIP has advised the Company of its
intention to vote its shares for the resolution to adopt the 1997 Stock-Based
Incentive Compensation Plan.
Share information in the table above with respect to Mr. Seilliere and Mr.
de Wouters does not include the 3,660,300 shares of Preferred Stock and
14,028,530 shares of Common Stock (which includes shares of Common Stock which
would be received upon conversion of the Preferred Stock into Common Stock)
beneficially owned by CGIP and certain of its affiliates.
CGIP also has a management agreement with CarnaudMetalbox, the Company's
subsidiary, pursuant to which CGIP has agreed to provide management and
administrative services to CarnaudMetalbox through 1999. The amount paid by
CarnaudMetalbox to CGIP (on a pre-tax basis) under such agreement for services
provided in 1996 was approximately FF 10.2 million (or approximately $2.0
million). After 1999, the agreement will be automatically renewable unless
terminated in the first quarter of the prior year, in which case such agreement
will terminate on the next succeeding January 1.
(1) Includes 5,000 shares subject to resently exercisable options held by
Mr. Conway.
6
<PAGE>
BOARD MEETINGS AND COMMITTEES
In 1996, there were six regular meetings of the Board of Directors and one
meeting of the Executive Committee.
In 1996, the Audit Committee had three meetings. The Audit Committee
provides assistance to the Board of Directors in discharging its
responsibilities in connection with the financial accounting practices of the
Company and the internal controls related thereto and represents the Board of
Directors in connection with the services rendered by the Company's independent
accountants. The Strategic Commitee met five times. The Strategic Committee has
the responsibility to consider and recommend changes to the Company's dividend
and debt rating policies, business combinations and other extraordinary
transactions, and succession planning. The Executive Compensation Committee met
three times and is responsible for the review of the executive compensation
program.
There were three meetings of the Nominating Committee in 1996. The
Nominating Committee is responsible for recruiting and recommending for
membership on the Board of Directors candidates to fill vacancies that may
occur. In recommending candidates to the Board of Directors, the Nominating
Committee seeks persons of proven judgment and experience. Shareholders who wish
to suggest qualified candidates may write, via Certified Mail-Return Receipt
Requested, to the Office of the Secretary, Crown Cork & Seal Company, Inc., One
Crown Way, Philadelphia, PA 19154, stating in detail the qualifications of the
persons they recommend. Shareholders must include a letter from each nominee
affirming that he or she will agree to serve as a Director of the Company if
elected by Shareholders. However, through its own resources, the Committee
expects to be able to identify an ample number of qualified candidates. See
"Proposals of Shareholders" for information on bringing nominations for the
Board of Directors directly to the Shareholders at the 1998 Annual Meeting.
Each incumbent Director of the Company nominated for election attended at
least 75% of the aggregate meetings held by the Board of Directors and by the
Committees on which he or she served.
Directors who are not employees of the Company are paid $15,000 annually as
base Director's fees and $750 per meeting attended. In addition, a non-employee
Director who is Chairperson of a Committee is paid $10,000 annually, while
non-employee Director committee members are paid $7,000 annually, with an
attendance fee of $1,000 per meeting. In addition, each non-employee Director
has been granted 3,000 shares of Company Common Stock subject to certain
restrictions. Restrictions on one-fifth of such shares are released each year
over a five-year period. Non-employee Directors also participate in (i) the
Company's Pension Plan for Outside Directors which provides monthly retirement
benefits equal to 1/12 of the sum of (x) 50% of the base annual Director's fees
paid to non-employee Directors and (y) 10% of the base annual Director's fees
for each full year of service in excess of five, up to an annual maximum benefit
of 100% of the base annual Director's fee, and (ii) the Company's Deferred
Compensation Plan for Directors which permits Directors to defer receipt of all,
or any part, of their Director's fees, which deferred fees accrue interest at a
rate equal to the current interest rate on the Company's commercial paper.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
paid during each of the Company's last three fiscal years to the Company's five
highest paid Executive Officers during 1996: Summary Compensation Table
Annual Compensation(1) Long Term Compensation
Shares of
Name & Principal Common Stock All Other
Position Year Salary Bonus Underlying Compen-
Options sation(2)
($) ($) (#) ($)
William J. Avery 1996 750,000 250,000 200,000 2,250
- -Chairman and Chief 1995 700,000 206,536 0 4,620
Executive Officer 1994 668,200 322,400 250,000 4,620
Michael J. McKenna 1996 393,014 0 50,000 2,250
- -President and Chief 1995 323,084 89,304 0 2,692
Operating Officer 1994 302,700 107,600 19,500 4,506
Alan W. Rutherford 1996 318,515 100,000 50,000 2,250
- -Executive Vice 1995 272,030 65,636 0 4,080
President and Chief 1994 247,300 79,350 15,500 3,682
Financial Officer
John W. Conway 1996 294,167 0 35,000 2,250
- -Executive Vice 1995 240,000 44,840 0 1,200
President and 1994 210,000 50,693 10,000 1,228
President - Americas
Division
Tommy H. Karlsson (3) 1996 351,990 46,150 35,000 0
- -Executive Vice
President and
President - European
Division
(1) The amount of perquisite and other personal benefits, as determined in
accordance with the rules of the Securities and Exchange Commission
relating to executive compensation, did not exceed the materiality
threshold of the lesser of $50,000 or 10% of the total of annual salary
plus bonus.
(2) Except with respect to Mr. Karlsson, the amounts shown in this column
represent amounts contributed to the 401(k) Savings and Employees' Stock
Ownership Plan (KSOP) by the Company.
(3) All amounts given for Mr. Karlsson in this Proxy Statement are converted
from French Francs to U.S. Dollars. Under Mr. Karlsson's arrangements with
CarnaudMetalbox, he is entitled to payment of an amount equal to two years'
remuneration if his employment terminates except at retirement and except
for serious fault.
8
<PAGE>
Aggregated Option Exercises in the Last Fiscal Year and Fiscal Year-End
Option Values
<TABLE>
<CAPTION>
Number of Value of
Unexercised Unexercised In-The-
Options Money Options
Number Of Value At 12/31/96 At 12/31/96 (2)
Shares Acquired Realized(1) Exercisable/ Exercisable/
Upon Exercise ($) Unexercisable(#) Unexercisable ($)
<S> <C> <C> <C> <C> <C> <C> <C>
William J. Avery 1990 Plan 0 0 121,450/115,850 1,928,263/1,929,200
1994 Plan 0 0 30,000/270,000 506,250/3,231,250
Michael J. McKenna 1990 Plan 23,525 212,235 12,425/ 13,750 192,966/ 215,219
1994 Plan 0 0 0/ 50,000 0/ 512,500
Alan W. Rutherford 1990 Plan 5,625 147,071 27,500/ 11,000 425,094/ 172,094
1994 Plan 0 0 0/ 50,000 0/ 512,500
John W. Conway 1990 Plan 45,000 1,231,875 5,000/ 5,000 80,625/ 80,625
1994 Plan 0 0 0/ 35,000 0/ 358,750
Tommy H. Karlsson 1994 Plan 0 0 0/ 35,000 0/ 358,750
</TABLE>
(1) Value Realized is the difference between the price of the stock on the date
exercised less the option exercise price.
(2) Value of Unexercised Options is the difference between the stock price at
December 31, 1996 and the option exercise price.
Option Grants In Last Fiscal Year
The Company's 1994 Stock-Based Incentive Plan is administered by the
Executive Compensation Committee appointed by the Board of Directors. The
following table provides information related to Stock Options granted in the
last fiscal year to the five named Executive Officers at Potential Realizable
Values at Assumed Price Appreciation for the Option Terms Compounded Annually.
<TABLE>
<CAPTION>
Potential Realizable Value
% Of Total At Assumed Annual
Options Granted Rates of Stock
Option To Employees Exercise Or Price Appreciation
Granted # In Fiscal Base Price Expiration For Option Term
(A) (B) Year Per Share (C) Date 5% 10%
<S> <C> <C> <C> <C> <C> <C>
William J. Avery 200,000 5.6% $44.125 04/11/06 $5,649,866 $14,220,868
Michael J. McKenna 50,000 1.4% $44.125 10/11/01 $699,233 $1,546,267
Alan W. Rutherford 50,000 1.4% $44.125 04/11/06 $1,412,467 $3,555,217
John W. Conway 35,000 1.0% $44.125 04/11/06 $988,727 $2,488,652
Tommy H. Karlsson 35,000 1.0% $44.125 04/11/06 $988,727 $2,488,652
</TABLE>
(A) The term of an option shall not be greater than ten years, and an option
cannot be exercised sooner than May 1st of the year following the date of
the grant in increments of 20% of the shares granted.
(B) The Executive Compensation Committee administering the 1994 Stock-Based
Incentive Plan has the discretion, subject to plan limits, to modify terms
of outstanding options and to reprice the options.
(C) The exercise price and tax withholding obligations related to exercise
shall be paid in cash or by delivery of already owned shares valued at Fair
Market Value on the date of exercise.
9
<PAGE>
Retirement Program
The Company maintains its Salaried Pension Plan, which is a qualified
defined benefit retirement plan providing pension benefits for certain salaried
and non-union employees in the United States meeting minimum eligibility
requirements. The Plan provides normal retirement benefits at age 65 based on
the average of the five highest consecutive years of earnings in the last 10
years. These average earnings are multiplied by 1.25% and by an additional 1.25%
if the employee elects to contribute to the supplemental portion of the Plan.
This result is then multiplied by years of service, which yields the annual
pension benefit. Under federal law for 1997, benefits from a qualified
retirement plan are currently limited to $125,000 per year. Also, for years
beginning in 1994 through 1996, benefits may be based only on the first $150,000
(1997 has been indexed for cost of living increases to $160,000) of an
employee's annual earnings.
For illustration purposes, the following table shows estimated maximum
annual retirement benefits payable from the Salaried Pension Plan to employees
who retire at age 65, assuming the employees contribute to the supplemental
portion of the Plan during all the years of service and receive their benefit as
a single life annuity, without survivor benefits:
Final Years of Service
Average
Earnings 15 20 25 30 35
$50,000 $18,750 $25,000 $31,250 $37,500 $43,750
$100,000 $37,500 $50,000 $62,500 $75,000 $87,500
$150,000 $56,250 $75,000 $93,750 $112,500 $125,000
$200,000 $60,750 $81,000 $101,500 $121,500 $125,000
$250,000 $64,500 $86,000 $107,500 $125,000 $125,000
$300,000 $68,250 $91,000 $113,750 $125,000 $125,000
$350,000 $68,250 $91,000 $113,750 $125,000 $125,000
$400,000 $68,250 $91,000 $113,750 $125,000 $125,000
The Company also maintains the Senior Executive Retirement Plan ("SERP") in
which eight key executives, including four named Executive Officers,
participate. Benefits for executives eligible to participate in the SERP,
including Mr. Avery, Mr. McKenna, Mr. Rutherford and Mr. Conway, are based upon
a formula equal to a base amount plus (i) 2% of the average of the five highest
consecutive years of earnings times years of service up to twenty years, plus
(ii) 1% of such earnings times years of service over twenty years. The annual
benefit for executives first eligible to participate in the SERP before 1994 can
be no less than certain amounts specified for each participant, including
$911,000 for Mr. Avery and $330,000 for Mr. McKenna. Based upon the above, the
estimated annual benefit at normal retirement would be $1,006,000 for Mr. Avery,
$330,000 for Mr. McKenna, $427,000 for Mr. Rutherford and $415,000 for Mr.
Conway.
Years of service credited under the Salaried Pension Plan and the SERP for
the above named individuals are: Mr. Avery - 37 years, Mr. McKenna - 40 years,
Mr. Rutherford - 23 years and Mr. Conway - 22 years.
The SERP also provides a lump sum death benefit of five times the annual
retirement benefit and subsidized survivor benefits.
10
<PAGE>
The SERP participants vest in their benefits at the earliest of five years
of participation, specified retirement dates or employment termination (other
than for cause) after a change in control of the Company. A "change in control"
under the SERP occurs if: 1) a person (other than a Company employee benefit
plan) becomes the beneficial owner of 25% or more of the voting power of the
Company; 2) there is a change in the identity of a majority of Directors of the
Company over any two year period; or 3) the Shareholders approve certain mergers
or consolidations, a sale of substantially all of the Company's assets, or a
complete liquidation of the Company.
Employees outside of the United States are generally covered by statutory
pension arrangements specific to each country, and in some countries
supplemental pension plans are maintained. Pursuant to Mr. Karlsson's
arrangements with CarnaudMetalbox, Mr. Karlsson will be entitled to a pension of
$387,642 per year assuming he retires at age 65 and assuming present rates of
return on investments and annual salary increases of 5%.
11
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors is charged
with developing, monitoring and managing the executive compensation program at
Crown Cork & Seal Company, Inc. We submit this report to Shareholders describing
both the principles under which the program was developed and decisions reached
that directly impacted the Chief Executive Officer during 1996.
Principles
Our guiding principle is to implement a unified program that enables the
Company to retain and motivate a team of the industry's most outstanding
executives so that they can create long-term value for the Shareholders. We do
this by:
o regularly commissioning studies of competitive pay practices within the
container industry and other manufacturing companies so that pay
opportunities are generally within competitive norms;
o integrating all executive pay programs with the Company's short and
long-term objectives and strategies; and
o developing ownership-oriented programs that reward for total Shareholder
return over a long-service career.
The Executive Compensation Committee works with independent management
consultants in monitoring the effectiveness of the entire program.
Over the last several years, your Company has undergone dramatic change
and, in the process, Crown has been transformed into the world's largest
packaging company. To sustain the Company's performance and continue its growth,
we need to not only motivate existing management but to attract and retain
experienced managers at all levels in the Company. As a result, in the last few
years, a number of modifications were made to the four primary components of the
Company's executive compensation program. Overall the program has been
redirected from an orientation on length of service and retirement compensation
to a program more closely aligned with sustained improvement, Company
performance and increased Shareholder value. The specific components of the
program are described below.
1. Base Salary
Historically, the Company's annual base salary levels have been well below
competitive market levels. In order to attract and hold the management team and
also to recognize the substantial growth and performance of the Company, we
continue to move senior executive salaries toward competitive market rates, as
defined by the container and manufacturing industries. Executive salaries were
still below their medians at the end of 1996. The competitive market includes,
but is not limited to, companies of Crown's size in the container, non-durable
manufacturing and general industry segments.
2. Annual Incentives
In 1990, the Committee implemented a goal-based Management Incentive Plan
which replaced programs used in past years. The Plan calls for the achievement
of the Company's net income targets, as well as specific financial and operating
goals, before incentive awards are earned by Plan participants. These goals stem
directly from the Company's strategic and operating plans.
In 1996, the Plan called for the Company to achieve a specified target net
income from normal operations, while at the same time taking into account the
long-term investment needs of the business. The long-term considerations
included, but were not limited to, re-aligning metal packaging in North America
to better serve future market needs and continuing to develop the overseas
operations, especially in Europe and the Pacific Rim region.
12
<PAGE>
3. Long Term Incentives
Stock options have always been a part of the executive compensation program
of the Company. However, grant opportunities were somewhat discretionary, both
in terms of amount and timing. The Committee has adopted a program that offers
stock options annually, but the size of the grant will vary based on the
Company's and the executive's performance. In making this change, the Committee
reaffirms its belief that stock options are an ideal way to link Shareholder and
executive interests.
4. Retirement Benefits
In the past, the Company's executive compensation plan had a bias toward
providing significant end-of-career retirement income and insurance benefits.
While in no way disavowing the Committee's belief that a long and successful
career with the Company is important to growing Shareholder value, these
programs will begin to decline in importance to the overall program as
competitive pay and incentive opportunities are reached.
In summary, the Committee believes that its role in designing, monitoring
and managing the executive compensation program is critical to the objective of
driving performances to the ultimate benefit of the Shareholders. Base salaries
need to be within competitive norms so that executives will be attracted and
motivated to fulfill their roles and responsibilities over the long-term. Annual
incentive awards deliver the message that competitive pay is received only when
earnings and other tactical goals are achieved. In addition, annual stock option
grants require continuous improvement in value created for the long-term
Shareholder.
Specific Decisions Impacting Compensation for the Chairman and Chief Executive
Officer
In considering the compensation for the named Executive Officers including
the Chairman of the Board and Chief Executive Officer, William J. Avery, for the
fiscal year 1996, the Committee reviewed the goals and objectives established at
the beginning of the year and concluded that the management group continued to
perform in an exceptional manner. Specifically, in February 1996 the acquisition
of CarnaudMetalbox was successfully completed creating the largest packaging
company in the world. Subsequently, work has begun to merge the operations of
the two companies together, and to date this work has been advanced
satisfactorily.
In order to better manage this large corporation, three major operating
divisions have been created in the Americas, Europe (including Middle East and
Africa) and the Pacific Rim. The companies are being restructured around this
base for the future. Such activities will be ongoing for a number of years and
will require a considerable amount of Mr. Avery's time and effort.
The Company met the requirements of the European Commission by divesting
certain European Aerosol assets following the acquisition.
Mr. Avery's base salary was increased from $700,000 to $800,000 on July 1,
1996, and a bonus of $250,000 was paid relating to his performance in completing
the CarnaudMetalbox acquisition which has contributed to the continued growth of
the Company. Mr. Avery also participates in the Management Incentive Plan as do
other executive and senior management employees.
The Committee believes that Mr. Avery's strategic vision for the Company,
stewardship and performance during the year has significantly enhanced future
Shareholder value and will dramatically improve the Company's competitive
position.
This report is respectfully submitted by the members of the Executive
Compensation Committee of the Board of Directors.
Harold A. Sorgenti, Chairman
Chester C. Hilinski, Retired
Ernest-Antoine Seilliere
13
<PAGE>
COMPARATIVE STOCK PERFORMANCE
Comparison of Five-Year Cumulative Total Return (a)
Crown Cork & Seal, S&P 500 Index, Dow Jones "Containers & Packaging" Index (b)
[GRAPHIC OMITTED]
(a) Assumes that the value of the investment in Crown Common Stock and each
index was $100 on December 31, 1991 and that all dividends were reinvested.
(b) Industry index is weighted by market capitalization and is comprised of
Crown, Ball, Bemis, Owens-Illinois, Sonoco Products, Stone Container and
Temple-Inland.
14
<PAGE>
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
Directors, Officers and persons who own more than 10% of a registered class of
the Company's equity securities to file initial reports of ownership and reports
of changes in ownership with the Securities & Exchange Commission (the "SEC")
and the New York Stock Exchange. Such persons are required by SEC regulation to
furnish the Company with copies of all Section 16(a) forms they file.
Based solely on the review of the copies of SEC forms received by the
Company with respect to fiscal year 1996, or written representations from
reporting persons, the Company believes that its Directors and Executive
Officers have complied with all applicable filing requirements.
1997 STOCK-BASED INCENTIVE COMPENSATION PLAN
The Board of Directors has adopted and recommends that the Shareholders
approve the Crown Cork & Seal Company, Inc. 1997 Stock-Based Incentive
Compensation Plan (the "Plan"). The purpose of the Plan is to assist the
Company, its subsidiaries and affiliates in attracting and retaining valued
employees by offering them a greater stake in the Company's success and a closer
identity with it and to encourage ownership of the Company's stock by such
employees. The Plan will accomplish these goals by allowing eligible employees
of the Company, its subsidiaries and affiliates to receive awards of Deferred
Stock, Restricted Stock, Options or Stock Appreciation Rights (the "Awards").
The total number of shares of Company Common Stock available for Awards under
the Plan is 5,000,000 (subject to adjustments for stock splits, stock dividends
and the like), which equals approximately 3.89% of the outstanding shares of
Common Stock of the Company as of February 21, 1997. No individual employee may
receive more than 250,000 shares under the Plan during any calendar year. The
last sales price of Company Common Stock reported on the New York Stock Exchange
for February 21, 1997 was $571/8 per share.
Eligibility
Any Officer or other key employee of the Company, a subsidiary or an
affiliate (including a Director who is such an employee) is eligible to
participate in the Plan.
Administration and Implementation
A Committee designated by the Board of Directors, comprised of at least two
Directors, each of whom is an outside Director, has the authority to administer
the Plan. This Committee also has full authority to select the employees to whom
Awards will be granted, to determine the type and amount of Awards to be granted
to each eligible employee, the terms and conditions of Awards granted under the
Plan and the terms of agreements which will be entered into with holders of such
Awards.
The Committee may condition the grant of any Award upon the holder's
achievement of a performance goal that is established by the Committee before
the grant of the Award. A performance goal is a goal that must be met by the end
of a period specified by the Committee (but that is substantially uncertain to
be met before the grant of the Award) based upon: (i) the price of Common Stock,
(ii) the market share of the Company, (iii) sales by the Company, (iv) earnings
per share of Common Stock, (v) return on shareholder equity of the Company, or
(vi) costs of the Company. Performance goals can also be based upon the
performance of a particular business unit of the Company. The Committee will
interpret the provisions of the Plan and make all determinations necessary for
the administration of the Plan (including the determination of the effect of a
"change in control" upon outstanding Awards).
15
<PAGE>
Deferred Stock Awards
An Award of Deferred Stock is an agreement by the Company to deliver to the
recipient a specified number of shares of Common Stock at the end of a specified
deferral period or periods and will be evidenced by a Deferred Stock agreement.
Amounts equal to any dividends paid during this deferral period will be paid to
the holder currently, or deferred, on such terms as are determined by the
Committee.
Restricted Stock Awards
An Award of Restricted Stock is a grant to the recipient of a specified
number of shares of Common Stock which are subject to forfeiture upon specified
events and which are held in escrow by the Company during the restriction
period. Such Award will be evidenced by a Restricted Stock agreement which will
specify the duration of the restriction period and the performance, employment
or other conditions under which the Restricted Stock may be forfeited to the
Company. During the restriction period, the holder has the right to receive
dividends on, and to vote, the shares of Restricted Stock.
Options
An Award of Options is a grant by the Company to the recipient of the right
to purchase a specified number of shares of Common Stock from the Company for a
specified time period at a fixed price. Options may be either Incentive Stock
Options or Non-Qualified Stock Options. Grants of Options will be evidenced by
Option agreements. The price per share at which Common Stock may be purchased
upon exercise of an Option will be determined by the Committee, but, in the case
of grants of Incentive Stock Options, will be not less than the fair market
value of a share of Common Stock on the date of grant. The option price per
share for Non-Qualified Options may be less than the fair market value of a
share of Common Stock on the date of the grant.
The Option agreements will specify when an Option may be exercisable and
the terms and conditions applicable thereto. The term of an Option will in no
event be greater than ten years, and no Option may be exercisable sooner than
six months from its date of grant.
Stock Appreciation Rights
An Award of Stock Appreciation Rights ("SARs") is a grant by the Company to
the recipient of the right to receive, upon exercise of the SAR, the increase in
the fair market value of a specified number of shares of Common Stock from the
date of grant of the SAR to the date of exercise. SARs are rights to receive a
payment in cash, Common Stock, Restricted Stock or Deferred Stock as selected by
the Committee. The value of these rights, determined by the appreciation in the
number of shares of Common Stock subject to the SAR, will be evidenced by SAR
agreements. An SAR will entitle the recipient to receive a payment equal to the
excess of the fair market value of the shares of Common Stock covered by the SAR
on the date of exercise over the base price of the SAR.
Amendment and Termination
The Board of Directors has authority to amend, suspend or terminate the
Plan at any time. However, certain amendments require the approval of a majority
of the Company's Shareholders. Without Shareholder approval, no amendment may be
made: (i) increasing the maximum number of shares available for purchase under
the Plan (except for adjustments for stock splits, stock dividends and similar
events); (ii) changing the class of employees eligible under the Plan; (iii)
modifying the maximum number of Awards that an eligible employee may receive or
the categories of performance goals that must be met; or (iv) changing the
Plan's term or the Board of Directors' power to amend, suspend or terminate the
Plan.
16
<PAGE>
The plan will remain in effect until 5 years from the date of its adoption,
unless earlier terminated by the Board of Directors. Such termination will not
affect Awards outstanding under the plan.
Federal Tax Treatment
Except as provided below, a recipient realizes no taxable income, and the
Company is not entitled to a deduction, when a Restricted Stock or Deferred
Stock Award is made. When the restrictions on the shares of Restricted Stock
lapse or the deferral period for Deferred Stock ends, the recipient will realize
ordinary income equal to the fair market value of the shares, and, provided the
applicable conditions of Section 162(m) of the Internal Revenue Code are met,
the Company will be entitled to a corresponding deduction. Upon sale of the
shares, the recipient will realize short-term or long-term capital gain or loss,
depending upon whether the shares have been held for more than one year. Such
gain or loss will be equal to the difference between the sale price of the
shares and the fair market value of the shares on the date that the recipient
recognizes income.
In the case of Awards of Restricted Stock, a recipient may choose to make
an election under Section 83(b) of the Internal Revenue Code. Such an election
will have the effect of inclusion in the recipient's income of the fair market
value of the Restricted Stock on the date the Award is made, and, subject to the
provisions of Section 162(m) of the Internal Revenue Code, the Company will be
entitled to a corresponding deduction at that time. The recipient will not
recognize additional income or loss as a result of the lapse of the restrictions
on the Restricted Stock, nor will the Company be entitled to a deduction at such
time.
A recipient recognizes no taxable income, and the Company is not entitled
to a deduction, when an Incentive Stock Option is granted or exercised. If a
recipient sells shares acquired upon exercise, after complying with the
requisite holding periods, any gain or loss realized upon such sale will be
long-term capital gain or loss. The Company will not be entitled to take a
deduction as a result of any such sale. If the recipient disposes of such shares
before complying with the requisite holding periods, the recipient will
recognize ordinary income, and the Company will be entitled to a corresponding
deduction.
A recipient recognizes no taxable income, and the Company is not entitled
to a deduction, when a Non-Qualified Option is granted. Upon exercise of a
Non-Qualified Option, a recipient will realize ordinary income in an amount
equal to the excess of the fair market value of the shares over the exercise
price, and, provided that the applicable conditions of Section 162(m) of the
Internal Revenue Code are met, the Company will be entitled to a corresponding
deduction. Upon sale of the option shares, the recipient will realize short-term
or long-term capital gain or loss, depending upon whether the shares have been
held for more than one year, equal to the difference between the sale price of
the shares and the fair market value of the shares on the date that the
recipient recognizes income with respect to the option exercise. A recipient
recognizes no taxable income, and the Company is not entitled to a deduction,
when an SAR is granted. Upon exercising an SAR, a recipient will realize
ordinary income in an amount equal to the difference between the fair market
value of the stock on the date of exercise and its fair market value on the date
of the grant, and, provided the applicable conditions of Section 162(m) of the
Internal Revenue Code are met, the Company will be entitled to a corresponding
deduction.
Recipients shall be responsible to make appropriate provision for all taxes
required to be withheld in connection with any Award, the exercise thereof and
the transfer of shares of Common Stock pursuant to the 1997 Plan. Such
responsibility shall extend to all applicable federal, state, local or foreign
withholding taxes. In the case of the payment of Awards in Common Stock or the
exercise of Options or SARs, the Company shall, at the election of the
recipient, have the right to retain the number of shares
17
<PAGE>
of Common Stock whose fair market value equals the withholding tax obligation of
such employee.
Requisite Vote
To be adopted, the Plan requires the affirmative vote of a majority of the
votes cast by all Shareholders entitled to vote thereon.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR
THE ADOPTION OF THE 1997 STOCK-BASED INCENTIVE COMPENSATION PLAN.
18
<PAGE>
PROPOSALS OF SHAREHOLDERS
In order to be considered for inclusion in the Proxy Statement for the 1998
Annual Meeting of the Company, any Shareholder proposal intended to be presented
at the meeting, in addition to meeting the shareholder eligibility and other
requirements of the SEC rules governing such proposals, must be received in
writing, via Certified Mail - Return Receipt Requested, by the Office of the
Secretary, Crown Cork & Seal Company, Inc., One Crown Way, Philadelphia,
Pennsylvania 19154 not later than November 24, 1997. In addition, the Company's
By-Laws provide that a Shareholder of record at the time that notice of the
meeting is given and who is entitled to vote at the meeting may bring business
before the meeting or nominate a person for election to the Board of Directors
if the Shareholder gives timely notice of such business or nomination. To be
timely, and subject to certain exceptions, notice in writing to the Secretary
must be delivered or mailed, via Certified Mail-Return Receipt Requested, and
received at the above address not less than 60 days nor more than 90 days prior
to the first anniversary of the preceding year's annual meeting. The notice must
describe various matters regarding the nominee or proposed business. Any
Shareholder desiring a copy of the Company's By-Laws will be furnished one copy
without charge upon written request to the Secretary.
RELATIONSHIP WITH INDEPENDENT ACCOUNTANTS
The firm of Price Waterhouse LLP is the independent accountant for the most
recently completed fiscal year and has been selected by the Board of Directors
to continue in that capacity for the current year. Price Waterhouse LLP reviews
and performs annual audits of the Company's financial statements and assists the
Company in the preparation of federal tax returns. A representative or
representatives of Price Waterhouse LLP are expected to be present at the Annual
Meeting and will have the opportunity to make a statement if they desire to do
so. Such representatives are also expected to be available to respond to
questions raised orally at the Meeting or submitted in writing to the Office of
the Secretary of the Company before the Meeting.
OTHER MATTERS
The Board of Directors knows of no other matter which may be presented for
Shareholders' action at the Meeting, but if other matters do properly come
before the Meeting, or if any of the persons named above to serve as Directors
are unable to serve, it is intended that the persons named in the Proxy or their
substitutes will vote on such matters and for other nominees in accordance with
their best judgment.
The Company will file its 1996 Annual Report on Form 10-K with the
Securities & Exchange Commission on or before March 31, 1997. A copy of the
Report, including the financial statements and schedules thereto and a list
describing all the exhibits not contained therein, may be obtained without
charge by any Shareholder after March 31, 1997. Requests for copies of the
Report should be sent to: Corporate Treasurer, Crown Cork & Seal Company, Inc.,
One Crown Way, Philadelphia, Pennsylvania 19154.
RICHARD L. KRZYZANOWSKI
Executive Vice President,
Secretary & General Counsel
Philadelphia, Pennsylvania 19154
March 24, 1997
19
<PAGE>
CROWN CORK & SEAL COMPANY, INC.
9300 Ashton Road, Philadelphia, PA 19136
PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 24, 1997
The undersigned hereby appoints William J. Avery, Michael J. McKenna and Richard
L. Krzyzanowski as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and to vote, as designated on the reverse
side, all the shares of stock of Crown Cork & Seal Company, Inc. held of record
by the undersigned on March 14, 1997 at the Annual Meeting of Shareholders to be
held on April 24, 1997 or any adjournments thereof, for the items shown below
and in any other matter that may properly come before the meeting:
(1) FOR the election of a Board of fourteen Directors: William J. Avery,
Henry E. Butwel, Charles F. Casey, Francis X. Dalton, Guy de Wouters,
Richard L. Krzyzanowski, Josephine C. Mandeville, Michael J. McKenna,
Jean-Pierre Rosso, Alan W. Rutherford, J. Douglass Scott, Ernest-
Antoine Seilliere, Robert J. Siebert and Harold A. Sorgenti.
(2) FOR a resolution to adopt the Corwn Cork & Seal COmpany, Inc. 1997
Stock Based Incentive Compensation Plan, which the Board of Directos
unanimously recommends.
You are encouraged to specify your choice by marking the appropriate box (SEE
REVERSE SIDE), but you need not mark any box if you wish to vote in accordance
with the Board of Directors' recommendation. THE PROXIES CANNOT VOTE YOUR SHARES
UNLESS YOU SIGN AND RETURN THIS CARD.
-----------------
SEE REVERSE SIDE
-----------------
- -------------------------------------------------------------------------------
^FOLD AND DETACH HERE^
(LOGO) CROWN CORK & SEAL COMPANY, INC.
The 1997 Annual Meeting of Shareholders
will be held on April 24, 1997 at 11:00 A.M. at our new offices:
Crown Cork & Seal Company
One Crown Way
Philadelphia PA 19154-4599
Main Phone: (215) 698-5100
For directions to the Annual Meeting, see reverse side.
<PAGE>
/X/ Please mark your votes as in this example
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS. This proxy,
when properly executed will be voted in the manner directed herein by the
Shareholder. If no direction is made, this proxy will be voted FOR Proposal 1
and Proposal 2.
The Board of Directors recommends a vote FOR Proposal 1 and Proposal 2.
FOR WITHHELD
1. Election of Directors. / / / /
(see Reverse Side)
For, except vote withheld from the following nominee(s):
___________________________________
FOR WITHHELD ABSTAIN
2. Resolution to adopt the / / / / / /
Crown Cork & Seal
Company, Inc. 1997
Stock-Based Incentive
Compensation Plan.
SIGNATURE(S)___________________________________________ DATE _________________
Note: Please sign exactly as name appears hereon. Joint
owners should each sign. When signing as attorney,
executor, administrator, trustee or guardian, please
give full title as such.
- -------------------------------------------------------------------------------
^FOLD AND DETACH HERE^
(LOGO) CROWN CORK & SEAL COMPANY, INC.
(GRAPHIC OMITTED) - Direction to One Crown Way
