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:
N/A
[ ] 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
1999
------------------
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 22nd day of April 1999 at 11:00 a.m., to
elect Directors, to consider and act upon a Shareholder proposal (if properly
presented) regarding management compensation, which the Board of Directors
unanimously opposes, 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 12, 1999 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 22, 1999
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 22, 1999
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 22,
1999, 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 $7,000 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/or Officers of the Company.
The Annual Report for the year ended December 31, 1998, containing audited
financial statements, is being mailed to Shareholders contemporaneously with
this Proxy Statement, i.e., on or about March 22, 1999.
On March 1, 1999, there were 122,304,150 outstanding shares of Common
Stock, par value $5.00 per share, ("Common Stock") and 8,376,451 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 12,
1999 (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 122,304,150 shares of
Common Stock and 8,376,451 shares of Preferred Stock remained outstanding as of
the Record Date, such shares of Preferred Stock, in the aggregate, will be
entitled to 7,632,306 votes, resulting in a total of 129,936,456 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 withheld from Director nominees,
2
<PAGE>
abstentions and broker non-votes will be counted in determining the presence of
a quorum. Under Pennsylvania law and the Company's ByLaws, votes withheld from
Director nominees, abstentions and broker non-votes are not considered to be
"votes" and, therefore, will not be given effect either as affirmative or
negative votes. Directors are elected by plurality vote. Other matters are
determined by a majority of the votes cast.
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 March 1, 1999.
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>
Morgan Stanley Dean Witter
& Co.(3) 6,447,366 5.27% --- --- 6,447,366 4.96%
David E. Shaw,
D.E. Shaw Investments, L.P. and
D.E. Shaw Securities, L.P.(4) --- --- 1,188,500 14.19% 1,082,916 0.83%
Capital Research and
Management Company and The
Income Fund of America, Inc.(5) --- --- 1,005,000 12.00% 915,718 0.70%
- ---------------------------------------------
<FN>
(1) Based on information filed with the Securities and Exchange Commission.
Percentages are derived using the outstanding shares of each class as of
March 1, 1999.
(2) Equivalent to total number of shares of Common Stock that would be held
upon conversion of Preferred Stock, if any, into Common Stock.
(3) Morgan Stanley Dean Witter & Co., an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, is located at 1585
Broadway, New York, New York 10036. Morgan Stanley Dean Witter & Co.
reported that it had shared dispositive power with respect to 6,447,366
shares of Common Stock and shared voting power with respect to 6,407,511
shares of Common Stock.
(4) David E. Shaw is the President and sole shareholder of D.E. Shaw & Co.,
Inc., the general partner of D.E. Shaw & Co., L.P., itself the general
partner of D. E. Shaw Investments, L.P. and D.E. Shaw Securities, L.P. All
are located at 120 West 45th Street, 39th Floor, Tower 45, New York, New
York 10036. Although he disclaimed beneficial ownership of such shares,
David E. Shaw reported that he may be deemed to have shared voting and
dispositive power with respect to 1,188,500 shares of Preferred Stock
consisting of 241,900 shares of Preferred Stock for which D.E. Shaw
Investments, L.P. has shared voting and dispositive power and 946,600
shares of Preferred Stock for which D.E. Shaw Securities, L.P. has shared
voting and dispositive power.
(5) Capital Research and Management Company, an investment advisor registered
under Section 203 of the Investment Advisors Act of 1940, and The Income
Fund of America, Inc., an investment company registered under the
Investment Company Act of 1940 that is advised by Capital Research and
Management Company, are located at 333 South Hope Street, Los Angeles,
California 90071. Capital Research and Management Company reported that it
had sole dispositive power with respect to 1,005,000 shares of Preferred
Stock, and The Income Fund of America, Inc. reported that it had sole
voting power with respect to these 1,005,000 shares of Preferred Stock.
</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 a nominee for Director 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
13. It is intended that the Proxies will be voted for the election of the 13
nominees named below as Directors, and no more than 13 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 March 1, 1999, as furnished by the
nominees, follow:
<TABLE>
<CAPTION>
Year Amount and Percentage of
Became Securities of the Company Owned
Name Age Principal Occupation Director Beneficially, Directly or Indirectly
- --------------------------------------------------------------------------------------------------------------------
Common % of Total
Shares % Voting Power(A)
--------- ------ ---------------
<S> <C> <C> <C> <C> <C>
William J. Avery 58 Chairman of the Board 1979 6,055,345 4.951% 4.660%
(a),(d),(e),(1),(2) and Chief Executive Officer; also a
Director of Rohm and Haas Company
Henry E. Butwel 70 Former Executive Vice President, 1975 86,250 0.071% 0.066%
(a),(b) Administration and Chief Financial
Officer, Retired
Charles F. Casey 72 Management Consultant 1992 5,800 0.005% 0.004%
(b),(c)
John W. Conway 53 President and Chief Operating Officer; 1997 109,623 0.090% 0.084%
(e), (3) also a Director of West Pharmaceutical
Services
Francis X. Dalton 75 Former Treasurer, Retired 1987 55,486 0.045% 0.043%
Tommy H. Karlsson 52 Executive Vice President and 1998 54,500 0.045% 0.042%
(e), (4) President - European Division
Josephine C. Mandeville 58 President and Chief Executive 1991 272,600 0.223% 0.210%
(d), (5) Officer of the Connelly Foundation,
a non-profit charitable foundation
Michael J. McKenna 64 Vice Chairman; also a Director of 1987 256,736 0.210% 0.198%
(a), (e), (6) Selas Corporation of America
Thomas A. Ralph 58 Partner - Dechert Price & Rhoads 1998 3,200 0.003% 0.002%
4
<PAGE>
Year Amount and Percentage of
Became Securities of the Company Owned
Name Age Principal Occupation Director Beneficially, Directly or Indirectly
- --------------------------------------------------------------------------------------------------------------------
Common % of Total
Shares % Voting Power(A)
------- ------ ---------------
Jean-Pierre Rosso 58 Chairman and Chief Executive 1996 3,500 0.003% 0.003%
(c), (d) Officer of Case Corporation;
also a Director of Ryerson Tull,
ADC Telecommunications and
Medtronic
Alan W. Rutherford 55 Executive Vice President and 1991 5,522,326 4.515% 4.250%
(a), (e), (2), (7) Chief Financial Officer
Harold A. Sorgenti 64 General Partner of Sorgenti 1991 8,750 0.007% 0.007%
(b), (c), (d), (e) Investment Partners; Chairman and
CEO of SpecChem International
Holdings; also a Director of Provident
Mutual Life Insurance Company
Guy de Wouters 68 Director of Compagnie Generale 1996 3,676 0.003% 0.003%
(b), (e), (8) d'Industrie et de Participations,
Marine-Wendel, Valeo, Eurotunnel and
Cap Gemini
-------------------------------------------------------
<FN>
(A) Percentages are derived using the combined Total Voting Power of all shares
of Common Stock and Preferred Stock outstanding as of March 1, 1999.
-------------------------------------------------------
(a) Member of the Executive Committee (d) Member of the Nominating Committee
(b) Member of the Audit Committee (e) Member of the Strategic Committee
(c) Member of the Executive Compensation Committee
-------------------------------------------------------
(1) Includes 17,000 shares of Common Stock owned by a charitable foundation of
which Mr. Avery is one of three trustees and 484,300 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 64,500 shares of Common Stock subject to presently exercisable
options held by Mr. Conway.
(4) Includes 54,500 shares of Common Stock subject to presently exercisable
options held by Mr. Karlsson.
(5) Includes 23,500 shares of Common Stock in the Mandeville Marital Trust,
16,000 shares of Common Stock in the Mandeville Residuary Trust and 6,800
shares of Common Stock in the Mandeville Foundation. Not included in the
above table are 53,633 shares of Common Stock held in the Josephine C.
Connelly Trust, of which Mrs. Mandeville is one of the trustees, and 36,942
shares of Common Stock held under the Will of John F. Connelly, of which
Mrs. Mandeville is a trustee; Mrs. Mandeville shares voting and investment
power with respect to these shares but disclaims beneficial ownership in
these shares.
(6) Includes 45,122 shares of Common Stock held by Mr. McKenna's wife and
110,175 shares of Common Stock subject to presently exercisable options
held by Mr. McKenna.
(7) Includes 99,500 shares of Common Stock subject to presently exercisable
options held by Mr. Rutherford and 2,733 shares of Common Stock which would
be received upon a conversion of the 3,000 shares of Preferred Stock
beneficially owned by Mr. Rutherford.
(8) Includes 157 shares of Common Stock which would be received upon a
conversion of the 173 shares of Preferred Stock beneficially owned by Mr.
de Wouters.
</FN>
</TABLE>
5
<PAGE>
Mr. Richard L. Krzyzanowski is not standing for reelection this year
because he has passed the mandatory retirement age for Directors who are also
employees of the Company. Mr. Krzyzanowski remains employed as Executive Vice
President, Secretary and General Counsel of the Company.
As of March 1, 1999, all Directors and Executive Officers of the Company as
a group of 18, including the above, are beneficial owners of 7,393,640 shares of
Common Stock (including 5,372,215 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 964,814 shares of Common Stock subject to presently exercisable
options held by such persons and 2,890 shares of Common Stock which would be
received upon a conversion of the 3,173 shares of Preferred Stock owned by such
persons), constituting 6.045% of the outstanding Common Stock, and 3,173 shares
of Preferred Stock, constituting 0.038% of the outstanding Preferred Stock.
Holders of such shares of Common Stock and Preferred Stock are entitled to cast
7,393,640 votes at the Annual Meeting, representing 5.690% of the outstanding
Total Voting Power.
The Directors and Executive Officers of the Company have sole voting and
investment power in respect to the securities of the Company listed in the table
above, except as to the shares held in the aforementioned trusts (including the
Company Master Retirement Trust) and charitable foundations, with respect to
which the Trustees have shared voting and investment power, and except as
otherwise noted.
Not included in the table above are 4,179,725 shares of Common Stock owned
as of March 1, 1999 by the Connelly Foundation, a private, non-profit charitable
foundation. Mr. Avery and Mrs. Mandeville are two of 15 trustees of this
Foundation and disclaim any beneficial ownership of these shares.
On September 29, 1998, five Company Executive Officers, four of whom are
Directors of the Company, borrowed money from the Company and used this money to
purchase shares of Common Stock from the Company. The loan amounts and the total
outstanding are $2,650,000 for Mr. Avery, $1,007,000 for Mr. McKenna, $742,000
for Mr. Conway, $795,000 for Mr. Rutherford and $2,014,000 for Ronald R. Thoma,
Executive Vice President - Procurement & Traffic. All of these loans are to be
repaid by September 29, 2001 and bear interest at prime less 1% payable
quarterly. On March 2, 1998 Ernest-Antoine Seilliere, Chief Executive Officer
and Chairman of the Board of Directors of Compagnie Generale et de
Participations ("CGIP"), resigned from the Company's Board of Directors. A final
payment was made to CGIP under a management agreement between CGIP and
CarnaudMetalbox S.A., the Company's subsidiary, on March 2, 1998 for services
rendered in 1998 in the approximate amount of FF 1.8 million (or approximately
$300,000). (See "Executive Compensation Committee Interlocks and Insider
Participation" for further information.)
The Company and its subsidiaries utilized the services of Dechert Price &
Rhoads during 1998. Mr. Thomas A. Ralph, a Director of the Company, is a partner
in that law firm.
6
<PAGE>
BOARD MEETINGS AND COMMITTEES
In 1998, there were five regular meetings and one special meeting of the
Board of Directors and no meetings of the Executive Committee.
In 1998, 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 Committee met two 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.
The Executive Compensation Committee is responsible for the review of the
executive compensation program.
There were three meetings of the Nominating Committee in 1998. 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 at the 2000 Annual Meeting.
Each incumbent Director of the Company 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 $1,000 per meeting. In addition, each non-employee Director
has been granted 3,000 shares of Company Common Stock subject to certain
restrictions. Restrictions on one-fifth of such shares are released each year
over a five-year period. The Company discontinued the Pension Plan for Outside
Directors as to future Directors elected after July 24, 1997. Non-employee
Directors first elected to the Board of Directors on or before July 24, 1997
continue to participate in the Company's Pension Plan for Outside Directors
which provides monthly retirement benefits equal to 1/12 of the sum of (x) 50%
of the base annual Director's fees paid to non-employee Directors and (y) 10% of
the base annual Director's fees for each full year of service in excess of five,
up to an annual maximum benefit of 100% of the base annual Director's fee.
Non-employee Directors also participate in the Company's Deferred Compensation
Plan for Directors which permits Directors to defer receipt of all, or any part,
of their Director's fees, which deferred fees accrue interest at a rate equal to
the current interest rate on the Company's commercial paper.
7
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth certain information regarding compensation
earned during each of the Company's last three fiscal years by the Company's
five highest-paid Executive Officers during 1998:
<TABLE>
<CAPTION>
Summary Compensation Table
Annual Compensation (1) Long Term Compensation
----------------------- ----------------------
Name & Principal Shares of Common Stock All Other
Position Year Salary Bonus Underlying Options Compensation (2)
($) ($) (#) ($)
---------------- ---- ------ ----- ---------------------- ----------------
<S> <C> <C> <C> <C> <C>
William J. Avery 1998 927,000 648,950 234,000 2,400
- - Chairman of the Board 1997 900,000 675,000 167,000 2,400
and Chief Executive Officer 1996 750,000 450,000 200,000 2,250
Michael J. McKenna 1998 575,000 327,031 100,000 2,400
- - Vice Chairman 1997 490,000 306,250 78,000 2,400
1996 393,014 196,507 50,000 2,250
John W. Conway 1998 425,000 217,531 58,000 2,400
- - President and Chief 1997 380,000 213,750 52,000 2,400
Operating Officer 1996 294,167 132,375 35,000 2,250
Tommy H. Karlsson(3) 1998 495,591 213,507 58,000 0
- - Executive Vice President 1997 418,923 240,081 52,000 0
and President - European 1996 351,990 125,676 35,000 0
Division
Alan W. Rutherford 1998 412,000 210,275 44,000 2,400
- - Executive Vice 1997 400,000 225,000 60,000 2,400
President and Chief 1996 318,515 143,332 50,000 2,250
Financial Officer
-------------------------------------------------------
<FN>
(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) The amounts shown in this column represent amounts contributed to the
401(k) Retirement Savings Plan 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.
</FN>
</TABLE>
8
<PAGE>
Option Grants In Last Fiscal Year
The Company's 1994 Stock-Based Incentive Compensation Plan and 1997
Stock-Based Incentive Compensation Plan are 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.
<TABLE>
<CAPTION>
Number of
Securities % of Total
Underlying Option Shares
Options Granted to Exercise Grant Date
Granted Employees in Price Expiration Present
(A) (B) Fiscal Year Per Share(C) Date Value (D)
---------- ------------- ------------ ---------- -----------
<S> <C> <C> <C> <C> <C>
William J. Avery 234,000 21% $49.50 1/5/08 $3,865,469
Michael J. McKenna 100,000 9% 49.50 1/5/08 1,651,910
John W. Conway 58,000 5% 49.50 1/5/08 958,108
Tommy H. Karlsson 58,000 5% 49.50 1/5/08 958,108
Alan W. Rutherford 44,000 4% 49.50 1/5/08 726,840
- -------------------------------------------------------
<FN>
(A) All options were non-statutory options, have an exercise price equal to the
fair market value of the Company Common Stock on the date of grant, vest at
a rate of 25% per year on the first, second, third and fourth anniversaries
of the grant date, cannot be exercised sooner than January 5th of the year
following the date of grant and have a term of ten years.
(B) The Executive Compensation Committee administering the 1994 Stock-Based
Incentive Compensation Plan and the 1997 Stock-Based Incentive Compensation
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 obligation 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.
(D) The Grant Date Present Value was determined using the Black-Scholes option
pricing model. The following assumptions were used to estimate the Grant
Date Present Value: dividend yield of 2.02%, ten-year risk-free interest
rate of 5.51%, estimated volatility of Company Common Stock of 21.7% and
estimated average expected option term of ten years. This valuation model
was not adjusted for risk of forfeiture. It is important to note that
options have value to the five Named Executive Officers and other
recipients only if the Common Stock price advances beyond the grant date
exercise price shown in the table during the effective option period.
</FN>
</TABLE>
9
<PAGE>
<TABLE>
<CAPTION>
Aggregated Option Exercises in the Last Fiscal Year
and Fiscal Year-End Option Values
Value of Unexercised
Number of Securities In-The-Money Options
Number Of Value Underlying Unexercised at 12/31/98 (2)
Shares Acquired Realized (1) Options at 12/31/98 Exercisable/Unexercisable
Upon Exercise ($) Exercisable/Unexercisable ($)
------------------- ------------ ------------------------- --------------------------
<S> <C> <C> <C> <C> <C>
William J. Avery 1990 Plan 0 0 192,300 / 45,000 0 / 0
1994 Plan 0 0 191,750 /275,250 0 / 0
1997 Plan 0 0 0 /234,000 0 / 0
Michael J. McKenna 1990 Plan 0 0 26,175 / 0 0 / 0
1994 Plan 0 0 39,500 / 88,500 0 / 0
1997 Plan 0 0 0 /100,000 0 / 0
John W. Conway 1990 Plan 0 0 10,000 / 0 0 / 0
1994 Plan 0 0 27,000 / 60,000 0 / 0
1997 Plan 0 0 0 / 58,000 0 / 0
Tommy H. Karlsson 1994 Plan 0 0 27,000 / 60,000 0 / 0
1997 Plan 0 0 0 / 58,000 0 / 0
Alan W. Rutherford 1990 Plan 0 0 38,500 / 0 0 / 0
1994 Plan 0 0 35,000 / 75,000 0 / 0
1997 Plan 0 0 0 / 44,000 0 / 0
-------------------------------------------------------
<FN>
(1) Value Realized is the difference between the price of the Company Common
Stock on the date exercised and the option exercise price.
(2) Value of the Unexercised Options is the difference between the closing
market price of the Company Common Stock on December 31, 1998 and the
option exercise price.
</FN>
</TABLE>
10
<PAGE>
Retirement Program
The Company maintains a Salaried Pension Plan ("Pension Plan") for certain
salaried and non-union hourly employees in the United States meeting minimum
eligibility requirements in which four Named Executive Officers (Mr. Avery, Mr.
McKenna, Mr. Conway and Mr. Rutherford) participate. The Pension Plan is
designed and administered to qualify under Section 401(a) of the Internal
Revenue Code of 1986, as amended. The Pension Plan provides normal retirement
benefits at age 65 based on the average of the five highest consecutive years of
earnings in the last ten years. These average earnings are multiplied by 1.25%.
This result is then multiplied by years of service, which yields the annual
Company-funded pension benefit. Under federal law for 1999, benefits from a
qualified retirement plan are limited to $130,000 per year and may be based only
on the first $160,000 of an employee's annual earnings.
For illustration purposes, the following table shows estimated maximum
annual Company- funded retirement benefits payable from the Pension Plan to
employees who retire at age 65, assuming the employees receive their benefit as
a single life annuity, without survivor benefits:
Final Years of Service
Average
Earnings 25 30 35 40 45
------------- -------------------------------------------------------
$ 50,000 $15,625 $18,750 $21,875 $25,000 $28,125
100,000 31,250 37,500 43,750 50,000 56,250
150,000 46,875 56,250 65,625 75,000 84,375
160,000 50,000 60,000 70,000 80,000 90,000
and above
The Company also maintains the Senior Executive Retirement Plan ("SERP") in
which thirteen key executives, including the four above-Named Executive
Officers, participate. In general, the annual benefit for executives eligible to
participate in the SERP is based upon a formula equal to (i) 2.25% of the
average of the five highest consecutive years of earnings times years of service
up to twenty years plus (ii) 1.67% of such earnings for the next fifteen years
plus (iii) 1% of such earnings for years of service beyond thirty-five less (iv)
Social Security old-age benefits and the Company-funded portion of the
executive's Pension Plan benefits and 401(k) Retirement Savings Plan benefits.
The annual benefit for executives first eligible to participate in the SERP
before 1994 (including Mr. Avery and Mr. McKenna) can be no less than certain
amounts specified for each participant provided they continue as employees until
specified ages. The specified amounts and ages are: Mr. Avery - $911,000 at age
61 and Mr. McKenna - $330,000 at age 63. Based upon the above, the estimated
annual benefit under the SERP at retirement at age 65, assuming annual salary
increases of 5%, would be $1,426,661 for Mr. Avery, $403,741 for Mr. McKenna,
$511,271 for Mr. Conway and $558,911 for Mr. Rutherford.
The SERP also provides a lump-sum death benefit of five times the annual
retirement benefit and subsidized survivor benefits.
11
<PAGE>
SERP participants vest in their benefits at the earliest of five years of
participation, specified retirement dates, total disability 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.
Years of service credited under the Pension Plan and the SERP for the
above-Named Executive Officers are: Mr. Avery - 39 years, Mr. McKenna - 42
years, Mr. Conway - 24 years and Mr. Rutherford - 25 years.
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
$360,161 per year assuming he retires at age 65 and assuming present rates of
return on investments and annual salary increases of 5%.
12
<PAGE>
COMPARATIVE STOCK PERFORMANCE
Comparison of Cumulative Total Return (a)
Crown Cork & Seal, S&P 500 Index, Dow Jones "Containers & Packaging" Index (b)
Five Year Comparison
(The Performance Graph appears here. See the table below for plot points.)
<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C>
Crown Cork & Seal 100 90 100 133 125 79
S&P 500 Index 100 101 139 171 229 294
Dow Jones "Containers & Packaging" Index 100 101 109 138 157 137
</TABLE>
Ten Year Comparison
(The Performance Graph appears here. See the table below for plot points.)
<TABLE>
<CAPTION>
Fiscal Year Ended December 31,
1988 1989 1990 1991 1992 1993 1994 1995 1996 1997 1998
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Crown Cork & Seal 100 115 123 194 259 272 245 271 360 339 213
S&P 500 Index 100 132 128 166 179 197 200 275 338 451 580
Dow Jones "Containers & Packaging" Index 100 108 93 146 160 153 154 167 211 239 209
</TABLE>
(a) Assumes, for the five and ten year graphs, that the value of the investment
in Crown Common Stock and each index was $100 on December 31, 1993 and
December 31, 1988, respectively, and that all dividends were reinvested.
(b) Industry index is weighted by market capitalization and is comprised of
Crown, Ball, Bemis, Owens-Illinois, Sealed Air, Sonoco Products and
Temple-Inland.
13
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Executive Compensation Committee of the Board of Directors is composed
entirely of Independent Directors and is responsible for establishing and
administering the executive compensation program at Crown Cork & Seal Company,
Inc. We submit this report to Shareholders describing both the principles under
which the program is administered and the decisions that directly impacted the
Chief Executive Officer during 1998.
Principles
Our guiding principle is to provide a program that enables the Company to
retain and motivate a team of high quality executives who will create long-term
value for the Shareholders. We do this by:
o developing an ownership-oriented program that rewards for improvement
in total Shareholder return;
o integrating all facets of the executive compensation program with the
Company's short and long-term objectives and strategies;
o regularly commissioning studies of competitive pay practices within
the container industry and other manufacturing companies to ensure pay
opportunities are generally within competitive norms; and
o working with independent management consultants to monitor the
effectiveness of the entire program.
Over the last several years, your Company has undergone dramatic change
and, in the process, has been transformed into the world's largest packaging
company. To sustain the Company's performance and continue its growth, we must
continue to motivate existing management as well as attract and retain
experienced managers at all levels in the Company. During the last few years a
number of modifications were made to the four primary components of the
Company's executive compensation program. The program has been redirected from
an orientation on length of service and retirement compensation to a program
more closely aligned with sustained improvement in 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 retain high quality
executives 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. The competitive
market includes, but is not limited to, companies of Crown's size in the
container, non-durable manufacturing and general industry segments.
14
<PAGE>
2. Annual Incentives
The Management Incentive Plan, which was implemented in 1990, calls for the
achievement of the Company's net income and other targets, as well as specific
financial operating goals, before incentive awards are earned by Plan
participants. These goals stem directly from the Company's strategic and
operating plans. In 1998, the Plan called for the Company to achieve a specified
target net income from current 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, continuing to restructure the
operations in Europe to meet the demands of an ever increasing competitive
market situation, following a similar policy in Asia-Pacific to better position
the Company's assets for expansion in the future, and continuing to realign
facilities in the Americas to meet market conditions.
3. Long-Term Incentives
The Committee believes that stock options are an important link between the
executive and Shareholder interest, and it is for that reason that grants have
always been a part of the executive compensation program. The program
administered by the Committee offers annual grants that vary in size based on
the Company's and the executive's performance. The Committee has initiated a
review and report by consultants with the purpose of advising the Board of
Directors on the introduction of a new performance-based plan for senior
management linked to return on invested capital.
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 continue to decline in importance within the overall program as
competitive pay and incentive opportunities are reached.
In summary, the Committee believes that its role in administering 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, retained and
motivated to fulfill their roles and responsibilities over the long-term. Annual
performance based incentive awards deliver the message that competitive pay is
received only when earnings and other strategic goals are achieved. In addition,
benefits realized from annual stock option grants require continuous improvement
in value created for the Shareholder.
15
<PAGE>
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 1998, 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.
With the acquisition of CarnaudMetalbox in 1996 the Company became a major
global packaging company, and in 1998 Mr. Avery devoted a considerable amount of
time visiting many operations and overseeing the ongoing restructuring efforts.
Mr. Avery managed the Company through a very difficult year. Turmoil in Asia's
financial markets, for which the Company was well prepared, spread into Eastern
Europe and Latin America. In the fourth quarter of 1998 the Company, along with
many other international companies, was impacted by the economic situation in
Eastern Europe and the changing market conditions brought about by the
introduction of the first stage of the Euro. Through all of this the Company did
not stop restructuring, realigning facilities and reducing payrolls, all of
which will benefit the long-term results of the Company.
The Committee believes that Mr. Avery's strategic vision for the Company
and emphasis on continued re-alignment of facilities is in the long term the
correct approach in this industry at this time. Based on the policies and
practices described above, Mr. Avery's base salary was increased to $927,000 on
January 1, 1998; a bonus of $648,950 was earned in 1998 as part of the
Management Incentive Plan; and an option to purchase 234,000 shares of Common
Stock was granted during the year. Mr. Avery's base salary will be maintained at
the same level for 1999.
Section 162(m) of the Internal Revenue Code generally disallows a deduction
for annual compensation to a public company's chief executive officer and any of
the four other most highly compensated officers in excess of $1,000,000, unless
such compensation is "performance based" as defined under Section 162(m). A
portion of Mr. Avery's 1998 compensation exceeded the threshold. Because the
Company's costs in realizing tax benefits under Section 162(m) may outweigh
those benefits, the Committee intends to maintain flexibility to pay
compensation that is not entirely deductible when sound direction of the Company
would make that advisable. All stock options granted in 1998 to Crown executive
officers are "performance based."
This report is respectfully submitted by the members of the Executive
Compensation Committee of the Board of Directors.
Harold A. Sorgenti, Chairman
Charles F. Casey
Jean-Pierre Rosso
16
<PAGE>
EXECUTIVE COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
The current members of the Executive Compensation Committee are Harold A.
Sorgenti, Charles F. Casey and Jean-Pierre Rosso. Ernest-Antoine Seilliere was a
member of the Executive Compensation Committee until March 2, 1998 when he
resigned from the Company's Board of Directors in connection with the closing
under the Stock Purchase Agreement dated as of February 3, 1998 between the
Company and CGIP. Mr. Seilliere is the Chief Executive Officer and the Chairman
of the Board of Directors of CGIP.
On March 2, 1998, pursuant to the Stock Purchase Agreement, the Company
purchased 4,093,826 shares of Common Stock and 3,660,300 shares of Preferred
Stock from CGIP for an aggregate purchase price of approximately $369.0 million.
The Stock Purchase Agreement also terminated the May 20, 1995 management
agreement between CGIP and CarnaudMetalbox S.A., the Company's subsidiary,
pursuant to which CGIP had agreed to provide management and administrative
services to CarnaudMetalbox through 1999. A final payment was made to CGIP under
this agreement on March 2, 1998 for services rendered in 1998 in the approximate
amount of FF 1.8 million (or approximately $300,000).
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 1998, or written representations from
reporting persons, the Company believes that its Directors and Executive
Officers have complied with all applicable filing requirements, except that
Ronald R. Thoma, Executive Vice President - Procurement & Traffic, inadvertently
made a late filing on October 13, 1998 of his Form 4, Statement of Changes of
Beneficial Ownership of Securities, reporting his sale of 10,000 shares of
Common Stock on April 20, 1998.
17
<PAGE>
SHAREHOLDER PROPOSAL
Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057, the record
owner as of March 1, 1999 of 200 shares of the Company's Common Stock, has given
notice that he intends to present for action at the Annual Meeting of
Shareholders the following resolution:
"I propose that the Officers and Directors consider the discontinuance of
all bonuses immediately, and options, rights, SAR's, etc. after termination of
any existing programs for top management. This does not include any programs for
employees.
Reasons:
Management and Directors are compensated enough to buy on open market, just
as you and I, if they are motivated.
Management is already well paid with base pay, life insurance, retirement
plans, paid vacations, free use of vehicles, etc.
Options, rights, SAR's, etc. are available elsewhere, and a higher offer
would induce transfers, not necessarily "hold and retain" qualified
persons.
Comparison with "peer groups", [other similar companies] pay is unfair, as
other management could be better or worse. Would they also accept mistakes
of others?
"Align management with shareowners" is a repeated ploy or "line" to lull us
as to continually increasing their take of our assets. Do we get any
purchase options at previous rates?
Please vote YES for this proposal.
If officers filled out a daily work sheet, what would the output show?"
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE
ADOPTION OF THIS PROPOSAL FOR THE FOLLOWING REASONS:
The Board of Directors of the Company has developed an executive
compensation program that enables the Company to attract and retain key
management and that emphasizes the Company's short and long-term objectives,
including increasing Shareholder value. Our program consists of four components
- - base salary, annual incentives (bonuses), long-term incentives (stock options)
and retirement benefits. All four of these components are important elements of
a total compensation package which we believe must be competitive with companies
with which we compete for executive talent. We believe that the Company's total
compensation package is currently at a level that is consistent with the
compensation provided by comparable companies to their key management.
The Company's bonus plan is based upon the achievement of specific earnings
and other operating goals. The Company's stock option program ties compensation
directly to increases in Shareholder value and thereby serves to directly align
Shareholder and executive interests. Eliminating these components from our
executive compensation plan would remove emphasis from the Company's short-term
operating goals and weaken the link between executives' performance and
Shareholder value. In addition, terminating the practice of granting bonuses and
stock options to the Company's key management could also adversely affect the
Company's ability to attract and retain the individuals needed to serve in these
positions. We believe that these consequences would not be in the Shareholders'
interests.
18
<PAGE>
Currently, non-employee Directors of the Company do not receive stock
options or bonuses from the Company. Likewise, the Company currently does not
use rights or stock appreciation rights as features of its executive
compensation program. However, we believe that the use of management bonuses and
stock options promotes an important degree of focus by the Company's executives
on the Company's short-term tactical goals and the Shareholders' long-term
financial value.
THE BOARD OF DIRECTORS OF CROWN CORK & SEAL COMPANY, INC.
UNANIMOUSLY RECOMMENDS A VOTE AGAINST THIS PROPOSAL.
PROPOSALS OF SHAREHOLDERS
In order to be considered for inclusion in the Proxy Statement for the 2000
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 23, 1999. In addition, the Company's
By-Laws currently 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 PricewaterhouseCoopers 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.
PricewaterhouseCoopers LLP 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 PricewaterhouseCoopers 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.
19
<PAGE>
The Company will file its 1998 Annual Report on Form 10-K with the
Securities & Exchange Commission on or before March 31, 1999. 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, 1999. 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 22, 1999
20
<PAGE>
PROXY
CROWN CORK & SEAL COMPANY, INC.
One Crown Way, Philadelphia, PA 19154
PROXY FOR ANNUAL MEETING OF
SHAREHOLDERS TO BE HELD ON APRIL 22, 1999
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 12, 1999 at the Annual Meeting of Shareholders to be
held on April 22, 1999 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 thirteen Directors: William J. Avery,
Henry E. Butwel, Charles F. Casey, John W. Conway, Francis X. Dalton,
Tommy H. Karlsson, Josephine C. Mandeville, Michael J. McKenna, Thomas
A. Ralph, Jean-Pierre Rosso, Alan W. Rutherford, Harold A. Sorgenti
and Guy de Wouters.
(2) AGAINST a Sharholder proposal that the Company consider the
discontinuance of incentive compensation plans for management and
Directors.
(change of address/comments)
________________________________________
________________________________________
________________________________________
________________________________________
(If you have written in the above space,
please mark the corresponding box on the
reverse side)
You are encouraged to specify your choices 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 1999 Annual Meeting of Shareholders
will be held on April 22, 1999 at 11:00 a.m. at our offices:
Crown Cork & Seal Company, Inc.
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 "AGAINST" Proposal 2.
The Board of Directors recommends a vote FOR Proposal 1.
FOR WITHHELD
1. Election of Directors. / / / /
(See Reverse Side)
For, except vote withheld from the following nominee(s):
___________________________________
The Board of Directors recommends a vote AGAINST Proposal 2.
FOR AGAINST ABSTAIN
2. Shareholder proposal that the Company consider / / / / / /
the discontinuance of incentive compensation
plans for management and Directors.
If you receive more than one Annual /___/
Report at the address set forth on the
proxy card and have no need for the
extra copy, please check the box at the
right. This will not affect the
distribution of dividends or proxy
materials.
MARK HERE FOR ADDRESS CHANGE AND NOTE ON /___/
REVERSE SIDE
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) - Directions to One Crown Way
