-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RzUEjHaynJw5QoZn8vBbsSwDmrCn3AK8+Hok9Y8hJet7OR6olDqW5+EYAfyZ080c bC2bgNUAZR53ZX0FFzwWBQ== 0000025890-95-000015.txt : 19951119 0000025890-95-000015.hdr.sgml : 19951119 ACCESSION NUMBER: 0000025890-95-000015 CONFORMED SUBMISSION TYPE: 10-Q/A PUBLIC DOCUMENT COUNT: 6 CONFORMED PERIOD OF REPORT: 19950630 FILED AS OF DATE: 19951113 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO INC CENTRAL INDEX KEY: 0000025890 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 231526444 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-02227 FILM NUMBER: 95589552 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 10-Q/A 1 AMEMDMENT TO FORM 10-Q 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q [ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1995 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM TO COMMISSION FILE NUMBER 1-2227 CROWN CORK & SEAL COMPANY, INC. (Exact name of registrant as specified in its charter) Pennsylvania 23-1526444 (State or other jurisdiction of (I.R.S. Employer Identification No.) incorporation or organization) 9300 Ashton Road, Philadelphia, PA 19136 (Address of principal executive offices) (Zip Code) 215-698-5100 (Registrant's telephone number, including area code) Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No There were 90,387,106 shares of Common Stock outstanding as of July 31, 1995. 2 Crown Cork & Seal Company, Inc. INDEPENDENT ACCOUNTANTS' REPORT To the Shareholders and Board of Directors of Crown Cork & Seal Company, Inc. We have reviewed the accompnying financial information of Crown Cork & Seal Company, Inc. and consolidated subsidiaries as of June 30, 1995 and for the six month period then ended. This financial information is the responsibility of the company's management. We conducted our review in accordance with standards established by the American Institute of Certified Public Accountants. A review of interim financial information consists principally of applying analytical procedures to financial data and making inquiries of persons responsible for financial and accounting matters. It is substantially less in scope than an audit conducted in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, we do not express such an opinion. Based on our review, we are not aware of any material modifications that should be made to the accompanying financial information for it to be in conformity with generally accepted accounting principles. Price Waterhouse LLP Philadelphia, PA 19103 October 20, 1995 3 Crown Cork & Seal Company, Inc. PART 1 - FINANCIAL INFORMATION CONSOLIDATED STATEMENTS OF INCOME (In millions except share data) (Unaudited) Three months ended June 30, 1995 1994 Net sales $ 1,385.8 $ 1,134.5 Costs, expenses & other income Cost of products sold, excluding depreciation and amortization 1,153.8 932.7 Depreciation and amortization 65.0 54.7 Selling and administrative expense 36.0 33.2 Provision for restructuring 20.2 Interest expense 38.0 22.1 Interest income ( 2.7) ( 1.6) Translation and exchange adjustments ( 1.1) 2.6 1,309.2 1,043.7 Income before income taxes 76.6 90.8 Provision for income taxes 21.6 30.0 Equity earnings, net of minority interests ( 2.8) 4.0 Net income $ 52.2 $ 64.8 Earnings per average common share $ .58 $ .73 Dividends per share Average common shares outstanding 90,197,100 89,094,150 The financial statements for 1995 include the container manufacturing operations of Tri-Valley Growers, acquired on June 27, 1994. The accompanying notes are an integral part of these financial statements. 4 Crown Cork & Seal Company, Inc. CONSOLIDATED STATEMENTS OF INCOME (In millions except share data) (Unaudited) Six months ended June 30, 1995 1994 Net sales $ 2,512.5 $ 2,077.5 Costs, expenses & other income Cost of products sold, excluding depreciation and amortization 2,085.8 1,712.6 Depreciation and amortization 129.2 107.2 Selling and administrative expense 71.8 66.3 Provision for restructuring 20.2 Interest expense 73.5 43.7 Interest income ( 5.5) ( 3.0) Translation and exchange adjustments .5 6.1 2,375.5 1,932.9 Income before income taxes 137.0 144.6 Provision for income taxes 41.3 50.5 Equity earnings, net of minority interests ( 7.0) 4.3 Net income $ 88.7 $ 98.4 Earnings per average common share $ .99 $ 1.11 Dividends per share Average common shares outstanding 89,920,245 88,983,915 The financial statements for 1995 include the container manufacturing operations of Tri-Valley Growers, acquired on June 27, 1994. The accompanying notes are an integral part of these financial statements. 5 Crown Cork & Seal Company, Inc. CONSOLIDATED BALANCE SHEETS (Condensed) (In millions except book value per share) (Unaudited) June 30, December 31, 1995 1994 ASSETS CURRENT ASSETS Cash and cash equivalents $ 68.9 $ 43.5 Receivables 910.9 738.0 Inventories 944.6 767.5 Prepaid expenses and other current assets 72.8 56.6 Total Current Assets 1,997.2 1,605.6 Long-term notes and receivables 65.9 70.4 Investments 56.9 47.7 Goodwill, net of amortization 1,112.1 1,122.4 Property, plant and equipment 1,937.3 1,816.5 Other non-current assets 108.6 118.7 TOTAL $5,278.0 $4,781.3 LIABILITIES AND SHAREHOLDERS' EQUITY CURRENT LIABILITIES Short-term debt $1,023.1 $ 604.5 Current portion of long-term debt 63.5 131.3 Accounts payable and accrued liabilities 700.5 737.1 United States and foreign income taxes 13.0 10.1 Total Current Liabilities 1,800.1 1,483.0 Long-term debt, excluding current maturities 1,152.3 1,089.5 Postretirement and pension liabilities 627.1 639.4 Other non-current liabilities 126.5 128.8 Minority interests 101.7 75.4 Shareholders' equity 1,470.3 1,365.2 TOTAL $5,278.0 $4,781.3 BOOK VALUE PER COMMON SHARE $16.28 $15.28 The accompanying notes are an integral part of these financial statements. 6 Crown Cork & Seal Company, Inc. CONSOLIDATED STATEMENTS OF CASH FLOWS (Condensed) (In millions) (Unaudited) Six months ended June 30, 1995 1994 Cash flows from operating activities Net income $ 88.7 $ 98.4 Depreciation and amortization 129.2 107.2 Provision for restructuring 12.8 Equity in earnings of joint ventures, net of dividends received ( 2.7) ( 7.7) Minority interest in earnings of subsidiaries 9.9 5.7 Change in assets and liabilities, other than debt ( 436.2) ( 342.8) Net cash used in operating activities ( 198.3) ( 139.2) Cash flows from investing activities Capital expenditures ( 206.5) ( 223.9) Acquisition of businesses, net of cash acquired ( 64.0) Proceeds from sale of property, plant and equipment 12.8 .9 Other, net ( 6.9) ( 2.9) Net cash used in investing activities ( 200.6) ( 289.9) Cash flows from financing activities Proceeds from long-term debt 310.5 113.0 Payments of long-term debt ( 203.7) ( 91.2) Net change in short-term debt 283.7 379.1 Common stock: Repurchase for treasury ( .3) ( 8.5) Issued under various employee benefit plans 14.5 8.0 Minority contributions, net of dividends paid 9.7 11.4 Net cash provided by financing activities 414.4 411.8 Effect of exchange rate changes on cash and cash equivalents 9.9 6.3 Net change in cash and cash equivalents 25.4 ( 11.0) Cash and cash equivalents at beginning of period 43.5 54.2 Cash and cash equivalents at end of period $ 68.9 $ 43.2 Schedule of non-cash Investing Activities 1995 1994 Acquisition of business: Fair value of assets acquired $89.1 Liabilities assumed ( 25.1) Cash paid $64.0 Certain prior year balances have been reclassified to improve comparability. The accompanying notes are an integral part of these financial statements. 7 Crown Cork & Seal Company, Inc. CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS' EQUITY (In millions) (Unaudited)
Minimum Cumulative Common Paid-In Retained Pension Translation Treasury Stock Capital Earnings Liability Adjustment Shares Total Balance at December 31, 1994 $592.5 $168.4 $ 974.1 ($48.1) ($175.9) ($145.8) $1,365.2 Net income 88.7 88.7 Treasury stock purchased ( .3) ( .3) Stock issued under employee benefit plans 9.6 4.9 14.5 Translation adjustments 2.2 2.2 Balance at June 30, 1995 $592.5 $177.7 $1,062.8 ($48.1) ($173.7) ($140.9) $1,470.3 Minimum Cumulative Common Paid-In Retained Pension Translation Treasury Stock Capital Earnings Liability Adjustment Shares Total Balance at December 31, 1993 $592.5 $167.4 $ 843.1 ($46.3) ($156.5) ($148.4) $1,251.8 Net income 98.4 98.4 Treasury stock purchased ( 7.3) ( 1.2) ( 8.5) Stock issued under employee benefit plans 5.6 2.4 8.0 Translation adjustments 2.3 2.3 Balance at June 30, 1994 $592.5 $165.7 $ 941.5 ($46.3) ($154.2) ($147.2) $1,352.0
The accompanying notes are an integral part of these financial statements. 8 Crown Cork & Seal Company, Inc. Notes to Consolidated Financial Statements (Unaudited) A. Statement of Information Furnished The accompanying unaudited interim consolidated and condensed financial statements have been prepared by the Company in accordance with Form 10-Q instructions. In the opinion of management, these consolidated financial statements contain all adjustments necessary to present fairly the financial position of Crown Cork & Seal Company, Inc., as of June 30, 1995 and the results of operations and cash flows for the periods ended June 30, 1995 and 1994, respectively. These results have been determined on the basis of generally accepted accounting principles and practices applied consistently. Certain information and footnote disclosures, normally included in financial statements presented in accordance with generally accepted accounting principles, have been condensed or omitted. The accompanying Consolidated Financial Statements should be read in conjunction with the financial statements and notes thereto incorporated by reference in the Company's 1994 Annual Report on Form 10-K as well as its first quarter 1995 Interim Report on Form 10-Q. B. Restructuring The Company recorded a pre-tax restructuring expense of $114.6 million in the third quarter of 1994 ($73.2 million after-tax) related to a program announced on September 14, 1994. The program was implemented in the fourth quarter of 1994 with seven of the announced thirteen plants being closed as of December 31, 1994. The program is ongoing in 1995 with three of the previously announced plants scheduled to close by the end of the third quarter of 1995. Currently, the estimates related to the seven plants closed in 1994 and the three plants to be closed by the end of the third quarter 1995 have remained unchanged. However, management has reevaluated the effect of closing two aerosol plants and an art and plate operation and has decided to keep these operations open. The financial impact of this decision is a net pre-tax charge to income of $.1 million. During the third quarter the Company also finalized plans to close a three-piece food can plant and has also decided to not re-open the Van Nuys beverage can plant. The estimated cost associated with these two plant closures is $20.1 million pre-tax. The total adjustment to operating income for the above changes is a pre-tax charge of $20.2 million, or $12.8 million after-tax. The program is expected to be completed before the end of the third quarter of 1995. The Company estimates that the decision to keep open the two aerosol plants and the art and plate operation and to close the three piece food can plant and beverage can plant will result in additional annual savings to net income of approximately $3.1 million and reduced capital requirements by approximately $20.0 million. 9 Crown Cork & Seal Company, Inc. The balance of the reserves for restructuring as described above is $32.6 million as of June 30, 1995 (excluding the writedown of assets which is reflected as a reduction of the related asset accounts) and is included in accounts payable and accrued liabilities as well as other non-current liabilities. The restructuring balances are as follows: Adjustments December 31, to 1995 June 30 1994 Reserves Activity 1995 Employee costs $16.6 $ 6.4 ($2.0) $21.0 Writedown of assets ( .8) .8 Lease termination and property holding costs 5.9 5.4 ( .4) 10.9 Anticipated gain from sale of properties ( 11.1) 10.9 ( .2) Incremental operating losses 5.4 ( 1.7) ( 2.8) .9 $16.8 $20.2 ($4.4) $32.6 Where applicable, the Company has also established reserves to restructure acquired companies. These purchase accounting adjustments related primarily to employee separation costs to be incurred upon plant closures, such as severance and additional pension and retiree medical liabilities. As of June 30, 1995 the remaining balance from 1994 and 1993 acquisitions was $21.2 million. C. Inventories June 30, December 31, 1995 1994 Finished goods and work in process $582.2 $391.3 Raw materials and supplies 362.4 376.2 Total inventories $944.6 $767.5 D. Supplemental Cash Flow Information Cash payments for interest, including capitalized interest of $3.0 million and $3.2 million, were $62.9 million and $39.4 million during the six months ended June 30, 1995 and 1994, respectively. Cash payments for income taxes amounted to $14.1 million and $41.4 million during the six months ended June 30, 1995 and 1994, respectively. The 1995 tax payments are net of a second quarter refund of $15.0 million. 10 Crown Cork & Seal Company, Inc. PART I - FINANCIAL INFORMATION Item 2 - Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Net Income and Earnings Per Share Net income for the second quarter and for the six months ended June 30, 1995 was $52.2 million and $88.7 million,respectively, as compared to $64.8 million and $98.4 million for the same periods in 1994. Earnings per share for the second quarter and for the six months ended June 30, 1995 was $.58 and $.99, respectively, as compared to $.73 and $1.11 for the same periods in 1994. Net income, before the provision for restructuring, in the quarter was $65.0 million or $.72 per share as compared to $64.8 million or $.73 per share in 1994. For the six months ended June 30, 1995, net income, before the restructuring charge, increased 3.2% to $101.5 million and earnings per share increased 2.1% to $1.13. In the second quarter, the Company, reevaluated the effect of closing two aerosol plants and an art and plate operation which had been included in the announced September 1994 restructuring plan and has decided to keep these operations open. The financial impact of this decision is a net pre-tax charge of $.1 million. The Company has also decided to close a three-piece food can plant and to not re-open the Van Nuys beverage can plant which had been damaged by an earthquake in 1994. The impact on pre-tax earnings from this decision is a charge of $20.1 million. These actions are expected to be completed by the end of the third quarter of 1995 and are expected to contribute additional annual savings of approximately $3.1 million. The Company estimates that of the total net pre-tax restructuring charge of $20.2 million, $9.2 million will be non-cash charges primarily to reflect the writedown of assets. Cash charges primarily relate to future pension plan contributions and retiree medical benefits to be paid for terminated employees. 11 Crown Cork & Seal Company, Inc. Item 2. Management's Discussion and Analysis (Continued) Net Sales Net sales for the quarter increased 22.2% from $1,134.5 million in 1994 to $1,385.8 million in 1995. Sales from domestic operations increased 21.2% and those in foreign markets increased 24.0%. Domestic sales accounted for 66.4% of consolidated sales in 1995 as compared to 66.9% in 1994. Net sales for the six months ended June 30, 1995 at $2,512.5 million increased 20.9% from the year earlier level of $2,077.5 million. An analysis of net sales by operating division follows: Net Sales Percentage Second Quarter Six Months Ended Change 1995 1994 1995 1994 Second Six Quarter Months North American $ 792.0 $675.7 $1,402.3 $1,230.2 17.2 14.0 International 251.0 208.1 478.3 387.8 20.6 23.3 Plastics 325.4 227.6 585.7 416.9 43.0 40.5 Other 17.4 23.1 46.2 42.6 (24.7) 8.5 $1,385.8 $1,134.5 $ 2,512.5 $2,077.5 22.2 20.9 North American Division net sales increased in the quarter and year-to-date over the respective prior year periods due primarily to the pass-through of substantially higher raw material costs. This pass-through did not fully recover the cost increases experienced for aluminum can sheet. It will continue to be difficult to increase selling prices during the remainder of 1995 to fully recover such cost increases. Year-to-date sales growth was partially offset by lower unit sales for beverage cans as well as the impact of the devaluation of the Mexican peso against the U.S. dollar. The decline in beverage can volumes was due primarily to unusually large customer purchases prior to the January 1995 selling price increases. In the second quarter these volumes were relatively unchanged from a year earlier. The Canadian dollar has strengthened against the U.S. dollar in the second quarter with unit sales for beverage cans increasing. Without the impact of a significantly lower Mexican peso, North American Division sales would have been higher by $34.5 million year-to-date and $17.2 million in the quarter from a year earlier. Increased sales in the International Division were due primarily to increased unit sales in China, the Middle East and Latin America as well as the continued weakening of the U.S. dollar against most European currencies. In China, the commencement of production of two-piece aluminum beverage cans and beverage ends in Shanghai, and Foshan were the primary factors for growth. Full production was also attained in the Company's operations in Dubai and Argentina resulting in substantial unit growth. 12 Crown Cork & Seal Company, Inc. Item 2. Management's Discussion and Analysis (Continued) Significant sales increases have been recognized within the Plastics Division both for the quarter and year-to-date over the prior year periods. More than 60% of this growth has been derived in domestic markets due primarily to increased unit sales of approximately 35% over 1994 and to a lesser extent from the pass-through of substantially higher polyethylene terephthalate ("PET") resin costs. Increased unit capacity at most U.S. plants as a result of the 1994 capital investment programs in response to customer requirements was the primary factor for volume growth. In Europe, the Company's plastic operations have experienced sales gains due to increased volumes, pass-through of higher raw material costs and, to a lesser degree, customer concerns about future resin shortages. The Company believes that its supplier base will provide satisfactory means for it to obtain raw materials in sufficient quantities to meet the future needs of its customers. Cost of Products Sold Cost of products sold, excluding depreciation and amortization, for the second quarter ended June 30, 1995 was $1,153.8 million, a 23.7% increase from $932.7 million in 1994. For the six months ended, cost of products sold increased 21.8% to $2,085.8 million from $1,712.6 million in 1994. These increases are due primarily to higher net raw material costs as well as overall increased unit sales. These increased raw material costs, both in aluminum can and end sheet and plastic resins, have not been fully passed through to customers and have resulted in lower margins. Management is concerned that these cost increases will not be fully recovered from customers during the remainder of 1995. Cost of products sold as a percentage of net sales are approximately 1% higher than in 1994 both within the quarter and year-to-date. The markets for certain of the Company's basic raw materials continue to tighten but it is the Company's ongoing objective to maintain its ability to effectively source such materials. Continued emphasis on research and development as well as capital programs which improve plant efficiencies support the Company's efforts to contain costs. Selling and Administrative Selling and administrative expenses for the second quarter were $36.0 million, and as a percentage of net sales were 2.6%. Expenses increased by 8.4% over 1994 but improved as a percentage of net sales from 2.9% a year earlier. For the six months ended June 30, 1995, selling and administrative expenses increased 8.3% from a year earlier but improved as a percentage of net sales from 3.2% to 2.9% in 1995. 13 Crown Cork & Seal Company, Inc. Item 2. Management's Discussion and Analysis (Continued) Operating Income The Company views operating income before interest costs and other non-operating expenses as the principal measure of performance. Operating income, before restructuring charges of $20.2 million, was $225.7 million or 9.0% of net sales for the six months ended June 30, 1995 and $131.0 million or 9.5% of net sales in the quarter. Increases over the same period a year earlier were 17.9% and 15.0%, respectively. An analysis of operating income, before restructuring, by operating division follows: Operating Expense Percentage Second Quarter Six Months Ended Change 1995 1994 1995 1994 Second Six Quarter Months North American $73.3 $62.5 $129.1 $111.8 17.3 15.5 International 23.4 26.9 47.8 45.9 (13.0) 4.1 Plastics 32.1 23.8 42.2 30.6 34.9 37.9 Other 2.2 .7 6.6 3.1 214.3 112.9 $131.0 $113.9 $225.7 $191.4 15.0 17.9 Within the North American Division, operating income increased over a year earlier by 17.3% in the quarter and 15.5% year-to-date. As a percentage of net sales, operating margin was up year-to-date from 9.1% in 1994 to 9.2% in 1995 and unchanged at 9.3% within the quarter from a year earlier. Increased operating profits year-to-date reflect the initial effects of the September 1994 restructuring program, higher aluminum scrap prices, improved conditions in Mexico and Canada and benefits derived from the Company's continuing investment programs, primarily for beverage cans and ends. Within the second quarter, the increase in operating profits was partially offset by the continued increases in raw material costs particularly in aluminum can sheet. It will continue to be difficult to fully recover raw material cost increases during the second half of 1995. Also within the quarter, the Company's Mexican operations showed continued improvement from a year earlier as the devaluation of the Mexican peso slowed and unit sales increased. The implementation of a new pricing structure in 1995 by the Company's suppliers of aluminum can and end sheet directly ties the price for can and end sheet to the price of ingot on the London Metal Exchange (LME). This has resulted in the volatility in commodity markets being effectively transferred to the Company. While the Company has announced selling price increases to its customers based on LME quotes, the Company has not and may not always be able to fully recover movements in commodity pricing. With already depressed margins in the domestic beverage can business and the possibility of higher aluminum costs, the Company remains cautious about earnings for the second half of 1995. The longer term consequences of higher aluminum costs will likely include reduced investment in North American beverage can capacity. The Company plans to maintain its competitive position by completing its 202 diameter aluminum end conversion program by the end of 1995 and by enhancing line speeds. 14 Crown Cork & Seal Company, Inc. Item 2. Management's Discussion and Analysis (Continued) The International Division operating income was 10.0% of net sales year-to-date and 9.3% of net sales in the quarter as compared to 11.8% and 12.9% in 1994, respectively. The lower margins are directly related to competitive pressures on selling prices and changes in product mix. Although unit and dollar sales are up in most markets, the pressure on margins from higher costs remains significant. Operating income for the Plastics Division increased 34.9% in the quarter and 37.9% year-to-date over a year earlier. As a percentage of net sales, operating income was 9.9% in the quarter and 7.2% year-to-date as compared to 10.5% and 7.3% in 1994, respectively. The increased operating profits resulted from increased unit sales, improved manufacturing efficiencies in Europe due to the increased production and, to a lesser extent, favorable product mix. Operating margins in the domestic operations have declined within the quarter and year-to-date from a year earlier due primarily to the difficulty experienced in recovering the steady increases in PET resin prices since October 1994 and, to a lesser extent, inefficiencies caused by the continuing capital investment programs to increase unit volume capacity at various plants. PET resin prices have increased 24% since January 1, 1995. The Company has to some extent increased selling prices to its customers to offset such raw material increases. During 1995 it has been increasingly difficult to fully recover resin increases, which has led to margin erosion. With excess capacity in the U.S. PET bottle market and eroding margins due to the difficult PET price structure, the Company expects that margins may erode further in 1995. Net Interest Expense/Income Net interest expense was $35.3 million in the quarter and $68.0 million year-to-date and represents increases over 1994 of 72.2% and 67.1%, respectively. The increase in net interest expense is due primarily to (a) generally higher interest rates, (b) increased working capital requirements resulting from the impact on inventories of higher raw material costs and (c) continued capital spending programs to expand production worldwide and to improve production efficiencies. Taxes on Income The effective tax rate was 28.2% in the second quarter and 30.1% year-to-date. In 1994, the effective tax rates were 33.0% and 34.9%, respectively. The lower effective tax rate is primarily due to increased pre-tax income from non-U.S. operations with lower statutory rates, such as, those in China and the United Arab Emirates. 15 Crown Cork & Seal Company, Inc. Item 2. Management's Discussion and Analysis (Continued) Liquidity and Capital Resources Net cash used in operations of $198.3 million increased by $59.1 million for the six months ended June 30, 1995 over 1994 cash used in operations of $139.2 million. These increases were due primarily to higher receivable and inventory balances as raw material costs have increased up to 50% compared to 1994. The Company will continue to manage its inventory levels in response to the volatility of raw material prices and increased customer demand for its products. Capital expenditures of $206.5 million represent a decrease of 7.8% from the year earlier level of $223.9 million. The reduction in overall spending from a year earlier represents the Company's continuing efforts to reduce interest costs by lowering debt levels. Spending in the North American Division was $78.3 million, down from $79.3 million in 1994. Included in spending for this division were the conversion of aluminum beverage can and end lines to 202 diameter at various plants, down payments on two new high-speed beverage can lines and modernization of a plant in Texas to meet customer needs. Spending in the International Division totaled $32.2 million, an increase over the 1994 level of $30.2 million. Major spending for the International Division has been concentrated in the Company's joint ventures as well as further expansion of existing plastic cap production in European metal facilities. Spending for the Plastics Division declined from $113.2 million in 1994 to $87.6 million in 1995. Major spending included continued expansion of existing products to meet customer requirements, specifically single-serve PET preform and bottle lines. Cash provided from financing activities increased marginally as higher uses of cash in operations was offset by reduced spending in investing activities. The cash provided from long-term debt was generated by the Company's sale of $300.0 million of public debt securities in January 1995. These funds were used to pay down short-term indebtedness. Working capital of $197.1 million represented an increase of $74.5 million and $188.8 million, respectively, over December 31, 1994 working capital of $122.6 million and June 30, 1994 working capital of $8.3 million. Total debt, net of cash and cash equivalents, at June 30, 1995 was $2,170.0 million and represented an increase of 21.8% against the December 1994 level of $1,781.8 million and 26.3% against the June 30, 1994 level of $1,718.8 million. Total debt, net of cash and cash equivalents, as a percentage of total capitalization was 58.0% at June 30, 1995 as compared to 55.3% at December 31, 1994 and 54.7% at June 30, 1994. The increase in total debt to total capitalization is primarily due to the seasonal build-up of receivables and inventories and the increases in raw material costs as compared to 1994. The Company continues to fund its working capital requirements on a short-term basis primarily through the issuance of commercial paper. The Company is actively pursuing a reduction in the amount of working capital which it must employ to support its business activities worldwide. 16 Crown Cork & Seal Company, Inc. Item 2. Management's Discussion and Analysis (Continued) As described in the Company's Current Report on Form 8-K dated May 22, 1995, the Company entered into an Exchange Offer Agreement, dated as of May 22, 1995 (the "Agreement"), with Compagnie Generale d' Industrie et de Participations, a French societe anonyme ("CGIP"). Pursuant to the Agreement and subject to the terms and conditions thereof, the Company has agreed to make (or cause a wholly-owned subsidiary of the Company to make) a public exchange offer (the "Offer") for all the outstanding shares of common stock, (the "CMB Common Stock"), of CarnaudMetalbox, a French societe anonyme ("CMB"), and CGIP has agreed to tender all shares of CMB Common Stock beneficially owned by CGIP pursuant to the Offer and to elect irrevocably to receive only Units (consisting of a combination of Company common stock and 4.5% cumulative convertible preferred stock) in consideration for such shares. The Company intends to obtain the funds necessary to finance the cash portion of the Offer pursuant to an acquisition facility. The Company anticipates that the indebtedness incurred under such a facility will be repaid from funds generated internally by the Company and its subsidiaries, through additional borrowings, proceeds from asset dispositions, possible equity offerings or a combination of two or more such sources. The foregoing description of the Agreement is qualified in its entirety by reference to the Company's Current Report on Form 8-K dated May 22, 1995, and the Agreement (including the Annexes thereto), which has been filed as Exhibit 2.1 to the Form 8-K. 17 Crown Cork & Seal Company, Inc. PART II - OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security-Holders The Company's Annual Meeting of Shareholders was held on April 27, 1995. The matters voted upon and the results of such votes are set forth in Part II, Item 4 of the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1995 and such Item 4 is incorporated herein by reference. Item 5. Other Information The Company's Board of Directors has declared a dividend distribution of one common stock purchase right (the "Rights") for each outstanding share of the Company's common stock, to shareholders of record at the close of business on August 10, 1995. Each Right entitles the registered holder to purchase from the Company under certain specified circumstances one share of common stock (or in certain circumstances, cash, property or other securities of the Company) at a purchase price of $200, subject to adjustment. The description and terms of the Rights are set forth in a Rights Agreement (the "Rights Agreement") between the Company and First Chicago Trust Company of New York, the Rights Agent. The Rights Agreement, as well as certain other documents related to the Rights, are filed as exhibits to the Company's registration statement on Form 8-A filed with the Securities and Exchange Commission on August 10,1995 (the "Form 8-A"). The foregoing description of the Rights and the Rights Agreement is qualified in its entirety by reference to the Form 8-A and the Rights Agreement filed as Exhibits 1 and 2 to the Form 8-A. 18 Crown Cork & Seal Company, Inc. Item 6. Exhibits and Reports on Form 8-K (a.) Exhibits 2.a Exchange Offer Agreement, dated as of May 22, 1995, between Crown Cork & Seal Company, Inc., and Compagnie Generale d' Industrie et de Participations (incorporated by reference to Exhibit 2.1 of the Registrant's Current Report on Form 8-K dated May 22, 1995 (File No. 1-2227)). 3. By-laws of the Registrant as amended by the Company's Board of Directors on July 27, 1995. 4. Rights Agreement dated as of August 7, 1995 between Crown Cork & Seal Company, Inc., and First Chicago Trust Company of New York (incorporated by reference to Exhibit 1 of Registrant's Form 8-A dated August 10, 1995 (File No. 1-2227)). 10.a 1994 Stock - Based Incentive Compensation Plan (incorporated by reference to Exhibit 10.g of Registrant's Annual Report on Form 10-K for the year ended December 31, 1994 (File No. 1-2227)). 10.b Crown Cork & Seal Company, Inc. Deferred Compensation Plan for Directors, dated as of October 27, 1994. 10.c Crown Cork & Seal Company, Inc. Pension Plan for Outside Directors, dated as of October 27, 1994. 11. Statement re: Computation of per share earnings 27. Financial Data Schedule 19 Crown Cork & Seal Company, Inc. (b) Reports on Form 8-K On May 22, 1995, the Registrant filed a Current Report on Form 8-K for the following event: The Company reported under Item 5 - Other Events that it had entered into the Agreement with CGIP with respect to the Offer for all of the outstanding CMB Common Stock. 20 Crown Cork & Seal Company, Inc. SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Crown Cork & Seal Company, Inc. Registrant By: /s/ Timothy J. Donahue Timothy J. Donahue Vice President and Controller Date: November 13, 1995 EX-3 2 AMENDED BY-LAWS 21 BY-LAWS of CROWN CORK & SEAL COMPANY, INC., A PENNSYLVANIA CORPORATION ARTICLE I Shareholders SECTION 1: Annual Meetings. The Corporation shall hold annually a regular meeting of its shareholders for the election of Directors and for the transaction of general business which may properly come before the meeting in accordance with these By-Laws in Philadelphia, Pennsylvania, on the fourth (4th) Thursday in April in each year, if not a legal holiday, and, if a legal holiday, then on the first day following (excluding Saturday) which is not a legal holiday, or on such other date as may be designated by the Board of Directors which is not a legal holiday, at 11:00 A. M., local time. SECTION 2: Special Meetings. Special meetings may be called by a majority of the Board of Directors or the chief executive officer, to meet at such place or time as may be designated by the Board or the chief executive officer, respectively. Except as provided by law, the shareholders shall not be entitled to call a special meeting. SECTION 3: Notice of Meetings. Written or printed notice of every annual and of every special meeting of the shareholders shall be given to each shareholder of record entitled to vote at such meeting by mail, postage prepaid and addressed to the address on the books of the Corporation, or as otherwise provided by law, at least ten (10) days before such meeting. Notice of every special meeting shall state the place, date and time of the meeting and the business proposed to be transacted. Failure to give notice of any annual meeting, or any irregularity in such notice, shall not affect the validity of any annual meeting or of any proceedings at any such meeting. Notice of any meeting of shareholders need not be given to any shareholder who waives notice thereof in writing either before or after the holding thereof, and attendance at any such meeting shall constitute waiver of notice thereof except as otherwise provided by law. No notice of any adjourned meeting of shareholders need be given. SECTION 4: Quorum. At all meetings of shareholders, the presence, in person or by proxy, of shareholders entitled to cast a majority in number of votes shall be necessary to constitute a quorum for the transaction of business; but in the absence of a quorum, the shareholders present in person or by proxy at the time and place fixed for such meeting, or at the time and place of any adjournment thereof, may, by majority vote, adjourn the meeting from time to time, but not for a period of over fifteen (15) days with respect to any meeting at which directors are to be elected or a period of over thirty (30) days with respect to any other meeting at any one time. 22 SECTION 5: Voting. Except in cases in which it is by statute, by the Articles of Incorporation or by these By-Laws otherwise provided, each shareholder entitled to vote at such meeting shall be entitled to cast one vote for each share of stock held by him, and a majority of the votes cast shall be sufficient to elect and pass any measure. SECTION 6: Proxies. Any shareholder entitled to vote at any meeting of shareholders may vote by person or by proxy. Every proxy shall be in writing, subscribed by the shareholder or his duly authorized attorney and dated. SECTION 7: Judges of Election. Prior to any meeting of shareholders, the Board of Directors may appoint three judges of election, and in default of such appointment the shareholders at such meeting shall by majority vote appoint such judges. The judges of election need not be shareholders and may not be candidates for any office. The judges of election shall exercise all of the powers and duties usually incident to their office. SECTION 8: Nominations. (a) Only persons who are nominated in accordance with the procedures set forth in these By-Laws shall be eligible to serve as Directors of the Corporation. Nominations of persons for election to the Board of Directors of the Corporation may be made at a meeting of shareholders (i) by or at the direction of the Board of Directors or (ii) by any shareholder of the Corporation who is a shareholder of record at the time of giving of notice provided for in this By-Law, who shall be entitled to vote for the election of Directors at the meeting and who complies with the notice procedures set forth in this By-law. (b) Nominations by shareholders shall be made pursuant to timely notice in writing to the Secretary of the Corporation. To be timely, a shareholder's notice shall be delivered to or mailed and received at the principal executive offices of the Corporation (i) in the case of an annual meeting, not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the annual meeting is changed by more than thirty (30) days from such anniversary date, notice by the shareholder to be timely must be so received not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made, and (ii) in the case of a special meeting at which Directors are to be elected, not later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. Such shareholder's notice shall set forth (i) as to each person whom the shareholder proposes to nominate for election or reelection as a Director all information relating to such person that is required to be disclosed in solicitations of proxies for election of Directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including such person's written consent to being named in the proxy statement as a nominee and to serving as a Director if elected and including information as to the purpose of such nomination); (ii) as to the shareholder giving the notice (A) the name and address, as they appear on the Corporation's books, of such shareholder and (B) the class and number of shares of the Corporation which are beneficially owned by such shareholder and also which are owned of record by such shareholder; and (C) as to the beneficial owner, if any, on whose behalf the nomination is made, (1) the name and address of such person and (2) the class and number of shares of the Corporation which are beneficially owned by such person. At the request of the Board of Directors, any person nominated by the Board of Directors for election as a Director shall furnish to the Secretary of the Corporation that information required to be set forth in a shareholder's notice of nomination which pertains to the nominee. 23 (c) No person shall be eligible to serve as a Director of the Corporation unless nominated in accordance with the procedures set forth in this By-Law. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that a nomination was not made in accordance with the procedures prescribed by these By-Laws, and if he should so determine, he shall so declare to the meeting and the defective nomination shall be disregarded. Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this By-Law. SECTION 9: Notice of Shareholder Business. (a) At an annual meeting of the shareholders, only such business shall be conducted as shall have been brought before the meeting (i) pursuant to the Corporation's notice of meeting, (ii) by or at the direction of the Board of Directors or (iii) by any shareholder of the Corporation who is a shareholder of record at the time of giving of the notice provided for in this By-Law, who shall be entitled to vote at such meeting and who complies with the notice procedures set forth in this By-Law. 24 (b) For business to be properly brought before an annual meeting by a shareholder pursuant to clause (iii) of paragraph (a) of this By-Law, the shareholder must have given timely notice thereof in writing to the Secretary of the Corporation. To be timely, a shareholder's notice must be delivered to or mailed and received at the principal executive offices of the Corporation not less than sixty (60) days nor more than ninety (90) days prior to the first anniversary of the preceding year's annual meeting; provided, however, that in the event that the date of the meeting is changed by more than thirty (30) days from such anniversary date, notice by the shareholder to be timely must be received no later than the close of business on the tenth (10th) day following the earlier of the day on which notice of the date of the meeting was mailed or public disclosure was made. A shareholder's notice to the Secretary shall set forth as to each matter the shareholder proposes to bring before the meeting (i) a brief description of the business desired to brought before the meeting and the reasons for conducting such business at the meeting, (ii) the name and address, as they appear on the Corporation's books, of the shareholder proposing such business, and the name and address of the beneficial owner, if any, on whose behalf the proposal is made, (iii) the class and number of shares of the Corporation which are owned beneficially and of record by such shareholder of record and by the beneficial owner, if any, on whose behalf the proposal is made and (iv) any material interest of such shareholder of record and the beneficial owner, if any, on whose behalf the proposal is made in such business. (c) Notwithstanding anything in these By-Laws to the contrary, no business shall be conducted at an annual meeting except in accordance with the procedures set forth in this By-Law. The chairman of the meeting shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting and in accordance with the procedures prescribed by these By-Laws, and if he should so determine, he shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. Notwithstanding the foregoing provisions of this By-Law, a shareholder shall also comply with all applicable requirements of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder with respect to the matters set forth in this By-Law. ARTICLE II Board of Directors SECTION 1: Powers. The business and affairs of the Corporation, except as otherwise provided by statute, the Articles of Incorporation or these By-Laws, shall be conducted and managed by the Board of Directors. The number of Directors of the Corporation, which shall be not more than eighteen (18) and not less than ten (10), shall be determined from time to time by the Directors. Directors must be shareholders of the Corporation. 25 SECTION 2: Election. The Directors of the Corporation shall be elected by ballot at the annual meeting of the Shareholders and shall serve one (l) year and until their successors shall be duly elected and qualified or until their earlier death, resignation or removal. SECTION 3: Annual Meeting. The regular annual meeting of the Board of Directors shall be held immediately following each meeting of the shareholders at which a Board of Directors shall have been elected for the purpose of organization and the transaction of other business. SECTION 4: Regular Meetings. In addition to the annual meeting, regular meetings of the Board of Directors shall be held at such intervals as may be fixed from time to time by the Board of Directors. SECTION 5: Special Meetings. Special meetings of the Board of Directors may be called by the Chairman of the Board, the President, or a Vice President, or by a majority of the Board of Directors, and shall be held at the time and place specified in the call for such special meeting. SECTION 6: Place of Meeting. Subject to the provisions of Section 4 of this Article II, regular and special meetings of the Board of Directors may be held within or without the Commonwealth of Pennsylvania, and at such times and places as, in the case of a regular meeting, may be stated in the notice of the meeting, or in the case of a special meeting, may be specified in the call for such meeting. SECTION 7: Conference Calls. Any one or more members of the Board of Directors of the Corporation or any committee thereof may participate in a meeting of such Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. No persons may participate in any meeting of the shareholders by means of a conference telephone or similar communications equipment. SECTION 8: Notice of Meetings. Notice of the place, day and hour of every regular and special meeting of the Board of Directors shall be given each Director before the meeting personally by telegram, letter or telefax or by mail, postage prepaid, to the address on the books of the Corporation or as otherwise provided by law at least four (4) days before the meeting. No notice need be given any director who waives such notice in writing either before or after the holding thereof, and attendance at any such meeting shall constitute waiver of notice thereof except as otherwise provided by law. No notice of any adjourned meeting of the Board of Directors need be given. 26 SECTION 9: Quorum. No less than one-half of the Board shall constitute a quorum for the transaction of any business at every meeting of the Board, but if at any meeting there be less than a quorum present a majority of those present may adjourn the meeting from time to time but not for a period of over thirty (30) days at any one time, without notice other than by announcement at the meeting until a quorum shall attend. At any such adjourned meeting at which a quorum shall attend, any business may be transacted which might have been transacted at the meeting as previously modified. SECTION 10: Committees. From time to time, the Board of Directors may by resolution provide for and appoint the members of an Executive Committee, or any other regular or special committee, or committees, and all such committees shall have and may exercise such powers as shall be conferred or authorized by the resolution of appointment. SECTION 11: Vacancies. Vacancies in the Board of Directors occurring during the year shall be filled for the unexpired terms by a majority of the remaining members of the Board of Directors although less than a quorum. SECTION 12: Limitation on Liability. A Director shall not be personally liable for monetary damages for any action taken, or any failure to take any action, unless (a) the Director has breached or failed to perform the duties of his office under Subchapter B of Chapter 17 of the Pennsylvania Business Corporation Law of 1988, as the same may be amended (relating to standard of care and justifiable reliance) and (b) the breach or failure to perform constitutes self-dealing, willful misconduct or recklessness. The provisions of this Section 12 shall not apply to (a) the responsibility or liability of a Director pursuant any criminal statute or (b) the liability of a Director for the payment of taxes pursuant to local, state or federal law. Any repeal or modification of this Section 12 shall be prospective only, and shall not affect, to the detriment of any Director, any limitation on the personal liability of a Director of the corporation existing at the time of such repeal or modification. 27 ARTICLE III Officers SECTION 1: Officers. The Officers of the Corporation shall be a Chairman of the Board of Directors, a President, one or more Vice Presidents (one or more of whom may be designated as Executive Vice Presidents or Senior Vice Presidents by the Board of Directors), a Treasurer, one or more Assistant Treasurers, a Secretary, and one or more Assistant Secretaries and a Controller. The Board of Directors may elect such other officers as they may from time to time deem necessary, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors. SECTION 2: Officers Holding More Than One Office. Any two (2) of the offices provided for in this Article III may be held by the same person except that the President may not hold the office of Vice President or Secretary, nor the Treasurer that of Assistant Treasurer, nor the Secretary that of Assistant Secretary. SECTION 3: Chairman of the Board. The Chairman of the Board of Directors shall preside at all meetings of the Board of Directors. He shall have supervision of such matters as may be designated to him by the Board of Directors. The Board of Directors may elect a Vice Chairman of the Board, who shall have such authority and shall perform such duties as from time to time may be prescribed by the Board of Directors. SECTION 4: President. The President shall have such authority and perform such duties as may from time to time be assigned to him by the Board of Directors, and, in the absence of the Chairman of the Board and the Vice Chairman of the Board, he shall preside at all meetings of the Board of Directors. SECTION 5: Chief Executive Officer. Either the Chairman of the Board or the President, as determined by the Board of Directors, shall be the chief executive officer of the Corporation and, subject to the Board of Directors, shall have general charge of the business and affairs of the Corporation. SECTION 6: Vice Presidents. The Vice Presidents shall perform such duties as may be incidental to their office and as may be assigned to them from time to time by the Board of Directors. In the absence of the President, the specific duties assigned to that officer shall be exercised by the Vice Presidents. 28 SECTION 7: Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the shareholders in books provided for that purpose. He shall attend to the giving and serving of all notices of the Corporation and shall be the custodian of the corporate seal. He shall have charge of and keep and preserve such books and records of the Corporation as the Board of Directors may prescribe, and he shall perform all other duties incidental to his office and as may be assigned to him by the Board of Directors from time to time. Unless otherwise ordered by the Board of Directors, he may certify copies of and extracts from any of the official records of the Corporation and may also certify as to the Officers of the Corporation and as to similar matters. SECTION 8: Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Corporation and shall deposit the same in such bank or banks as the Board of Directors may select, or in the absence of such selection, as may be selected by him. He shall disburse the funds of the Corporation in the regular conduct of its business or as may be ordered by the Board. The Treasurer shall perform such other duties as the Board of Directors may from time to time require. SECTION 9: Controller. The Controller shall maintain adequate records of all assets, liabilities and transactions of the Corporation; see that adequate audits thereof are currently and regularly made; and, in conjunction with other officers and department heads, initiate and enforce measures and procedures whereby the business of this Corporation shall be conducted with the maximum safety, efficiency and economy. He shall have such other powers and perform such other duties as the Board of Directors may from time to time prescribe. SECTION 10: Assistant Secretaries and Assistant Treasurers. The Assistant Secretaries and Assistant Treasurers shall have such powers and perform such duties as may be assigned to them by the Board of Directors or by the President, or by the Secretary or the Treasurer respectively, and in the absence or incapacity of the Secretary or Treasurer, shall have the powers and perform the duties of those officers respectively. SECTION 11: Vacancies. Vacancies in any of the offices provided herein shall be filled by the Board of Directors by majority vote for the unexpired terms. SECTION 12: Contracts, Notes, Drafts, Etc. Except as otherwise provided by the Board of Directors, all written material contracts, deeds, bonds and similar instruments of the Corporation shall be executed on its behalf by the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President or Treasurer and shall be either: (a) countersigned by the 29 Secretary or an Assistant Secretary of the Corporation or (b) have the corporate seal affixed thereto and attested by the Secretary, an Assistant Secretary or a member of the legal department of the Corporation. Notes drawn and drafts accepted by the Corporation shall be valid only when signed by the Chairman of the Board, the Vice Chairman of the Board, the President or any Vice President, the Treasurer or the Controller, and countersigned by the Secretary, Assistant Treasurer, any Assistant Secretary or any Assistant Controller. Funds of the Corporation deposited in banks and other depositories to the credit of the Corporation shall be drawn from such banks and other depositories by checks, drafts, or other orders for the payment of money, bearing the signatures of any two (2) of the officers and/or such other employees of the Corporation as the Board of Directors may from time to time designate; and, in lieu of manual signature thereof, the Board of Directors may adopt and thereupon the Corporation may use a facsimile signature of any officer or officers, notwithstanding the fact that such officer or officers may no longer be employed by the Corporation at the time the checks bearing such facsimile signature are actually drawn or presented for payment. The funds deposited in banks or other depositories in special accounts for payroll or other purposes shall be drawn from such depositories by checks signed by any two officers or such person or persons as the Board of Directors may from time to time designate. Whenever the Board of Directors shall provide by resolution that any contract or note shall be executed, or draft accepted, in any other manner and by any other officer or agent than as specified in these By-laws, such method of execution, acceptance or endorsement shall be as equally effective to bind the Corporation as if specified herein. Access to the safe deposit boxes of the Corporation shall be had only in the presence of any two of the following officers, that is to say, the Chairman of the Board, the Vice Chairman of the Board, the President, any one of the Vice Presidents, the Secretary, the Treasurer, or the Controller, or in the presence of any one of the aforementioned officers and an Assistant Secretary or an Assistant Treasurer. The signing of any instrument or the doing of any act by any person elected a Vice President as such Vice President, or by any person elected an Assistant Secretary or Assistant Treasurer as such Assistant Secretary or Assistant Treasurer, as the case may be, shall not be subject to any inquiry as to whether the President, the Secretary or the Treasurer, as the case may be, was at the time of such signing or of such act, absent, unavailable or under any disability. ARTICLE IV Indemnification SECTION 1: Right to Indemnification. Subject to Section 3 hereof, the Corporation shall indemnify to the fullest extent permitted by applicable law any person who was or is a party or is threatened to be made a party to or is otherwise involved in any threatened, 30 pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (a "Proceeding"), by reason of the fact that such person is or was a Director or Officer of the Corporation, or is or was serving at the request of the Corporation as a director or officer of another corporation or of a partnership, joint venture, trust or other enterprise or entity, whether or not for profit, whether domestic or foreign, including service with respect to an employee benefit plan, its participants or beneficiaries, against all liability, loss and expense (including attorneys' fees and amounts paid in settlement) actually and reasonably incurred by such person in connection with such Proceeding, whether or not the indemnified liability arises or arose from any Proceeding by or in the right of the Corporation. SECTION 2: Advance of Expenses. Subject to Section 3 hereof, expenses incurred by a Director or Officer in defending (or acting as a witness in) a Proceeding shall be paid by the Corporation in advance of the final disposition of such Proceeding, subject to the provisions of applicable law, upon receipt of an undertaking by or on behalf of the Director or Officer to repay such amount if it shall ultimately be determined that such person is not entitled to be indemnified by the Corporation under applicable law. SECTION 3: Procedure for Determining Permissibility. To determine whether any indemnification or advance of expenses under this Article IV is permissible, the Board of Directors by a majority vote of a quorum consisting of Directors who are not parties to such Proceeding may, and on request of any person seeking indemnification or advance of expenses shall, determine (i) in the case of indemnification, whether the standards under applicable law have been met, and (ii) in the case of advance of expenses prior to a change of control of the Corporation as set forth below, whether such advance is appropriate under the circumstances, provided that each such determination shall be made by independent legal counsel if such quorum is not obtainable, or, even if obtainable, a majority vote of a quorum of disinterested Directors so directs; and provided further that, if there has been a change in control of the Corporation between the time of the action or failure to act giving rise to the claim for indemnification or advance of expenses and the time such claim is made, at the option of the person seeking indemnification or advance of expenses, the permissibility of indemnification shall be determined by independent legal counsel and the advance of expenses shall be obligatory subject to receipt of the undertaking in Section 2 hereof. The reasonable expenses of any Director or Officer in prosecuting a successful claim for indemnification, and the fees and expenses of any independent legal counsel engaged to determine permissibility of indemnification or advance of expenses, shall be borne by the Corporation. As used herein, a "change in control" of the Corporation means (a) the acquisition by any person or entity, or two or more such persons or entities acting 31 in concert, of beneficial ownership (within the meaning of Rule 13d-3, or any successor rule, of the Securities Exchange Act of 1934, as amended) of more than fifty percent (50%) of the outstanding voting shares of the Corporation or (b) any change in one-third (1/3) or more of the members of the Board of Directors unless such change was approved by a majority of the Continuing Directors. The term "Continuing Directors" means the Directors existing on July 27, 1995 or any person who subsequently becomes a Director if such person's nomination for election or election to the Board of Directors is recommended or approved by the Continuing Directors. SECTION 4: Contractual Obligation. The obligations of the Corporation to indemnify a Director or Officer under this Article IV, including, if applicable, the duty to advance expenses, shall be considered a contract between the Corporation and such Director or Officer, and no modification or repeal of any provision of this Article IV shall affect, to the detriment of the Director or Officer, such obligations of the Corporation in connection with a claim based on any act or failure to act occurring before such modification or repeal. SECTION 5: Indemnification Not Exclusive; Inuring of Benefit. The indemnification and advancement of expenses provided by this Article IV shall not be deemed exclusive of any other right to which one indemnified may be entitled under any statute, agreement, vote of shareholders or otherwise, both as to action in such person's official capacity and as to action in another capacity while holding such office, and shall inure to the benefit of the heirs, legal representatives and estate of any such person. SECTION 6: Insurance and Other Indemnification. The Board of Directors shall have the power to (a) authorize the Corporation to purchase and maintain, at the Corporation's expense, insurance on behalf of the Corporation and on behalf of others to the extent that power to do so has not been prohibited by statute, (b) create any fund of any nature, whether or not under the control of a trustee, or otherwise secure any of its indemnification obligations, and (c) give other indemnification to the extent permitted by statute. ARTICLE V Capital Stock SECTION 1: Share Certificates. Every shareholder of record shall be entitled to a share certificate representing the shares held by him. Every share certificate shall bear the corporate seal (which may be a facsimile) and the signature of the President or a Vice President and the Secretary or an Assistant Secretary or the Treasurer or an Assistant Treasurer of the Corporation. Where a certificate is signed by a transfer agent or registrar the signature of any corporate officer may be a facsimile. 32 SECTION 2: Transfers. Transfers of share certificates and the shares represented thereby shall be made on the books of the Corporation only by the registered holder or by duly authorized attorney. Transfers shall be made only on surrender of the share certificate or certificates. ARTICLE VI Record Dates SECTION 1: Record Dates. Subject to the requirements of law and to the provisions of the Articles of Incorporation, the Board of Directors may fix a time in the future not exceeding, except in the case of an adjourned meeting, ninety (90) days preceding the date of any meeting of shareholders, or the date fixed for the payment of any dividend or distribution, or for the allotment of rights, or when any change or conversion or exchange of shares shall go into effect or any consent of shareholders shall be obtained, as a record date for the determination of the shareholders entitled to notice of or to vote at any such meeting or entitled to receive any such dividend or distribution or any such allotment of rights, or to exercise the rights in respect to any such change, consent, conversion or exchange of shares, and in such case only shareholders of record on the date so fixed shall be entitled to notice of or to vote at such meeting or to receive such dividend, distribution or allotment of rights, or to exercise such rights as the case may be, notwithstanding any transfer of any shares of stock on the books of the Corporation after any record date fixed as aforesaid. The Board of Directors, in their discretion, may close the books of the Corporation against transfers of shares during the whole or any part of such period. ARTICLE VII Dividends SECTION 1: Declaration of Dividends. Subject to the provisions of statute and the Articles of Incorporation, dividends may be declared and paid as often and at such times as the Board of Directors may determine. 33 ARTICLE VIII Sundry Provisions SECTION 1: Seal. The seal of the Corporation shall be in such form and shall bear such inscription as may be adopted by the Board of Directors. If deemed advisable by the Board of Directors, a duplicate seal or duplicate seals may be provided and kept for the necessary purposes of the Corporation. SECTION 2: Fiscal Year. The fiscal year of the Corporation shall commence on January 1st of each year and end on December 31st of each year, unless otherwise provided by the Board of Directors. SECTION 3: Voting Stock of Other Corporations. Any stock in other corporations, which may from time to time be held by this Corporation, may be represented and voted at any meeting of shareholders of such other corporations or instructions given to any nominee holding such stock, by the Chairman of the Board, the President or Vice Presidents of the Corporation, or by proxy executed in the name of this Corporation by its Chairman of the Board, Vice Chairman of the Board, President or a Vice President, with the corporate seal affixed and attested by the Secretary or an Assistant Secretary. ARTICLE IX Amendments SECTION 1: Amendments. Except as otherwise provided by law, these By-Laws may be amended at any meeting of the Board of Directors at which a quorum is present by a majority vote of the Directors present, or they may be amended by a majority vote at any meeting of shareholders entitled to vote thereon, provided, in either case, notice of the proposed amendment was included in the notice of the meeting (unless, in the case of amendment at a meeting of the Board of Directors, such notice is waived by a majority vote of the Directors present). 34 ARTICLE X Certain Matters Relating to Pennsylvania Act No. 36 of 1990 SECTION 1: Section 511. Subsections (d) through (f) of Section 511, Standard of Care and Justifiable Reliance, of the Pennsylvania Associations Code, as amended, shall not be applicable to the Corporation. SECTION 2: Section 1721. Subsections (e) through (g) of Section 1721, Board of Directors, of Pennsylvania Associations Code, as amended, shall not be applicable to the Corporation. SECTION 3: Subchapter G, Chapter 25. Subchapter G, Control-Share Acquisitions, of Chapter 25 of the Pennsylvania Associations Code, as amended, shall not be applicable to the Corporation. SECTION 4: Subchapter H, Chapter 25. Subchapter H, Disgorgement by Certain Controlling Shareholders Following Attempts to Acquire Control, of Chapter 25 of the Pennsylvania Associations Code, as amended, shall not be applicable to the Corporation. EX-10.B 3 DEFERRED COMP. FOR DIRECTORS DPR: 8/10/95 35 CROWN CORK & SEAL COMPANY, INC. DEFERRED COMPENSATION PLAN FOR DIRECTORS This is the Crown Cork & Seal Company, Inc. Deferred Compensation Plan for Directors, effective for Directors' fees paid after August 1, 1994. ARTICLE I. DEFINITIONS. The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context: 1.1 "Account" means the separate bookkeeping account established under the Plan for each Participant, as described in Section 4.1. 1.2 "Administrator" means the Compensation Committee, or the person or committee appointed by the Compensation Committee, which shall be responsible for those functions assigned to the Administrator under the Plan. 1.3 "Beneficiary" means the person, persons or trust designated by a Participant as direct or contingent beneficiary in the manner prescribed by the Administrator. The beneficiary of a Participant who has not effectively designated a beneficiary shall be the Participant's estate. 1.4 "Board" means the Board of Directors of the Company. 1.5 "Change of Control" means if: 1.5.1 A "person" (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), other than a trustee or other fiduciary holding securities under an employee benefit plan of the Company or a corporation owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their ownership of stock of the Company, is or becomes the "beneficial owner" (as defined in Rule 13D-3 under the Exchange Act), directly or indirectly, of securities of the Company representing 25% or more of the combined voting power of the Company's then outstanding securities; or 1.5.2 During any period of two consecutive years (not including any period prior to the effective date of the Plan), individuals 36 who are at the beginning of such period constitute the Board and any new director (other than a director designated by a person who has entered into an agreement with the Company to effect a transaction described in Section 1.5.1, Section 1.5.3 or Section 1.5.4 hereof whose election by the Company's stockholders was approved by a vote of at least two-thirds (2/3) of the directors then still in office who either were directors at the beginning of the period or whose election or nomination for election was previously so approved), cease for any reason to constitute a majority thereof; or 1.5.3 The stockholders of the Company approve a merger or consolidation of the Company with any other corporation, other than a merger or consolidation that would result in the voting securities of the Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted into voting securities of the surviving entity) at least 75% of the combined voting power of the voting securities of the Company or such surviving entity outstanding immediately after such merger or consolidation; or 1.5.4 The stockholders of the Company approve a plan of complete liquidation of the Company or an agreement for the sale or disposition by the Company of all or substantially all the Company's assets. 1.6 "Code" means the Internal Revenue Code of 1986, as amended. 1.7 "Company" means Crown Cork & Seal Company, Inc. 1.8 "Director" means a member of the Board. 1.9 "Directors' Fees" means the fees paid to a Director for his service on the Board. 1.10 "Participant" means a Director who elects to participate in the Plan in accordance with the terms and conditions of the Plan. 1.11 "Plan Year" means the calendar year. ARTICLE II. PARTICIPATION 2.1 Eligibility. Each Director who is entitled to Directors' Fees is eligible to elect to participate in the Plan. 2.2 Participation. A Director who meets the eligibility requirements of Section 2.1 may elect to participate in the Plan by delivering to the Administrator a properly executed election in the form provided by the Administrator. 37 ARTICLE III. DEFERRAL OF DIRECTORS' FEES 3.1 Election to Defer. A Director who elects to become a Participant may elect to defer receipt of all, or any part, of his Directors' Fees for any Plan Year by delivering a properly executed election form to the Administrator, which form shall specify: 3.1.1 the amount or percentage of Directors' Fees to be deferred; 3.1.2 the Beneficiary of his or her Account in the event of the Participant's death; and 3.1.3 the period over which a Participant's Account shall be distributed. An election to defer Directors' Fees pursuant to the Plan shall remain in effect until amended or revoked in accordance with Section 3.3. 3.2 Date of Filing Election. An election to defer a Participant's Directors' Fees shall be filed by the Participant with the Administrator prior to the date such Directors' Fees first becomes currently available to the Participant. Deferral of a Participant's Directors' Fees paid during a Plan Year shall begin as soon as administratively feasible after the filing of the Participant's election to defer such Directors' Fees. 3.3 Reduction or Termination of Future Deferral. 3.3.1 A Participant may elect to reduce the amount of Directors' Fees that will be deferred in the future or may elect to terminate the deferral election for the future by delivering a properly executed form to the Administrator; the election shall specify the amount of future Directors' Fees, if any, that shall continue to be deferred. 3.3.2 The reduction or termination of the deferral of future Directors' Fees shall be effective as of the first day of the next calendar quarter following the receipt of the form by the Administrator. 38 ARTICLE IV. ACCOUNTING FOR DEFERRED DIRECTORS' FEES 4.1 Establishment of an Account. The Administrator shall establish an Account for each Participant. Directors' Fees that are deferred shall be credited to such Account as of the date such Directors' Fees would otherwise have been paid to the Participant. 4.2 Earnings on the Account. As of the first day of each month, a Participant's Account shall be credited with an amount equal to the product of: (i) one-twelfth of the interest rate available in the United States as of the first day of the preceding month for commercial paper issued by the Company, and (ii) the Participant's Account balance as of the last day of the preceding month. ARTICLE V. DISTRIBUTION OF A PARTICIPANT'S ACCOUNT 5.1 Distributions. A Participant's Account shall be distributed only in accordance with Section 5.2, Section 5.3 or Section 5.4. 5.2 Separation from Service. A Participant who ceases to serve as a Director (for any reason other than death) shall receive a distribution of his Account as soon as administratively feasible following such termination. 5.3 Change of Control. Notwithstanding Section 5.2, a Participant shall receive a distribution of his Account as soon as administratively feasible following a Change of Control. 5.4 Participant's Death. If a Participant dies while serving on the Board, the Participant's Account shall be distributed to his Beneficiary as soon as administratively feasible following the Participant's death. 5.5 Form of Distribution. 5.5.1 Distribution on Account of Separation from Service or Death. In the event of a distribution pursuant to Section 5.2 or Section 5.4, a Participant's Account shall be distributed to him or his Beneficiary in monthly installments over a period designated by the Participant, which shall not exceed 10 years. A Participant's Account shall continue to be credited with earnings in accordance with Section 4.2 during the installment period. A Participant may choose the period over which his Account will be distributed by delivering a properly executed election form to the Administrator; provided that such an election shall be effective only if it is received by the Administrator before the date as of which the Participant's Account becomes distributable. If a Participant's amended distribution 39 election is not effective, his Account shall be distributed in accordance with his most recent effective election. 5.5.2 Distribution on Account of a Change of Control. Notwithstanding Section 5.5.1, in the event of a distribution pursuant to Section 5.3, a Participant's Account will be distributed in a cash lump sum. ARTICLE VI. AMENDMENT AND TERMINATION. 6.1 Amendment. The Board reserves the right to amend the Plan at any time, in any manner whatsoever, after delivery of written notification to all Directors of its intention and the effective date thereof; provided, however, that no such amendment shall operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder. 6.2 Termination of the Plan. Continuance of the Plan is completely voluntary, and is not assumed as a contractual obligation of the Company. The Company, having adopted the Plan, shall have the right, at any time, prospectively to discontinue the Plan by action of the Board; provided, however, that such termination shall not operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder. ARTICLE VII. MISCELLANEOUS 7.1 Participant's Rights Unsecured. The right of any Participant or Beneficiary to receive future payments under the provisions of the Plan shall be an unsecured claim against the general assets of the Company. Any fund, account, contract or arrangement the Company chooses to establish for the future payment of benefits under the Plan shall remain part of the Company's general assets and no person claiming payments under the Plan shall have any right, title or interest in or to any such fund, account, contract or arrangement. 7.2 Administration by the Administrator. The Plan shall be administered by the Administrator, who shall have the authority to adopt rules and regulations for carrying out the Plan, and who shall interpret, construe and implement the provisions of the Plan. 7.3 Non-alienation. The right of any Participant to the payment of any benefit hereunder shall not be assigned, transferred, pledged or encumbered. 40 7.4 Incapacity. If the Administrator shall determine that a Participant or Beneficiary to whom any payment is due under the Plan is unable to care for his affairs because of illness or incapacity, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse of the Participant or Beneficiary, to his child, parent, brother or sister, or to any other person deemed by the Administrator to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Administrator may determine. Any such payment shall be a complete discharge of the liabilities of the Company under the Plan. 7.5 Succession. The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participants and their heirs, executors, administrators, and legal representatives. 7.6 Governing Law. The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law. IN WITNESS WHEREOF, the Company has caused the Plan to be executed and attested by its duly authorized officers this 27 day of October, 1994. Attest: CROWN CORK & SEAL COMPANY, INC. /s/William T. Gallagher By:Richard L. Krzyzanowski Attorney Executive Vice President General Counsel and Secretary EX-10.C 4 PENSION FOR OUTSIDE DIRECTORS DPR: 8/10/95 41 CROWN CORK & SEAL COMPANY, INC. PENSION PLAN FOR OUTSIDE DIRECTORS This is the Crown Cork & Seal Company, Inc. Pension Plan for Outside Directors, established effective as of January 1, 1994, that Crown Cork & Seal Company, Inc. maintains to provide retirement benefits to eligible members of its Board of Directors. ARTICLE I. DEFINITIONS The following words and phrases as used herein have the following meanings unless a different meaning is plainly required by the context: 1.1 "Administrator" means the Compensation Committee, or the person or committee appointed by the Compensation Committee, which shall be responsible for those functions assigned to the Administrator under the Plan. 1.2 "Affiliated Company" means any corporation, partnership or entity required to be aggregated with the Company under section 414 of the Internal Revenue Code at 1986, as amended. 1.3 "Annual Retainer" means the base annual retainer paid to a Participant for his service as an Eligible Director during his last full calendar year as an Eligible Board Member. 1.4 "Board" means the Board of Directors of the Company. 1.5 "Company" means Crown Cork & Seal Company, Inc. 1.6 "Eligible Director" means a member of the Board who is not employed by the Company or any Affiliated Company. 1.7 "Payment Commencement Date" means the later of the date a Participant reaches age 70 or the date he ceases to be a member of the Board. 1.8 "Participant" means an Eligible Director who has met the requirements of Section 2.1. 1.9 "Plan" means the Crown Cork & Seal Company, Inc. Pension Plan for Outside Directors. 42 1.10 "Qualifying Service" means the period during which a member of the Board is an Eligible Board Member. Non-consecutive periods of Qualifying Service shall be aggregated to determine the amount of an individual's Qualifying Service. 1.11 "Retirement Benefit" means the benefit payable to a Participant, beginning at his Payment Commencement Date, as determined under Section 3.1. ARTICLE II. ELIGIBILITY 2.1 Eligibility Requirements. Each Eligible Director shall become a Participant upon being credited with five years of Qualifying Service. ARTICLE III. RETIREMENT BENEFITS 3.1 Amount of Retirement Benefit. The monthly Retirement Benefit payable to a Participant shall be equal to 1/12 of the sum of (i) 50% of his Annual Retainer, and (ii) 10% of his Annual Retainer for each full year of Qualifying Service credited to him in excess of five. In no event shall a Participant's Retirement Benefit exceed 100% of his Annual Retainer. 3.2 Commencement of Retirement Benefits. The Retirement Benefit due to a Participant pursuant to the Plan shall be paid in monthly installments beginning as of the first day of the month coincident with or next following his Payment Commencement Date. 3.3 Duration of Retirement Benefits. The Retirement Benefit due a Participant pursuant to the Plan shall begin on the date specified in Section 3.2 and shall continue for the period equal to the number of months of Qualifying Service credited to the Participant. Notwithstanding the foregoing, all Retirement Benefits shall cease upon the Participant's death. ARTICLE IV. AMENDMENT AND TERMINATION 4.1 Amendment. The Board reserves the right to amend the Plan at any time, in any manner whatsoever, after delivery of written notification to all Eligible Directors of its intention and the effective date thereof; provided, however, that no such amendment shall operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder. 43 4.2 Termination of the Plan. Continuance of the Plan is completely voluntary, and is not assumed as a contractual obligation of the Company. The Company, having adopted the Plan, shall have the right, at any time, prospectively to discontinue the Plan by action of the Board; provided, however, that such termination shall not operate to reduce the benefit that any Participant who is participating at the time such amendment is adopted would otherwise receive hereunder. ARTICLE V. MISCELLANEOUS 5.1 Participant's Rights Unsecured. The right of any Participant to receive future payments under the Plan shall be an unsecured claim against the general assets of the Company. Any fund, account, contract or arrangement the Company chooses to establish for the future payments of benefits under the Plan shall remain part of the Company's general assets and no person claiming payments under the Plan shall have any right, title or interest to such fund, account, contract or arrangement. 5.2 Administration by the Administrator. The Plan shall be administered by the Administrator, who shall have the authority to adopt rules and regulations for carrying out the Plan, and who shall interpret, construe and implement the provisions of the Plan. 5.3 Non-alienation. The right of any Participant to the payment of any benefit hereunder shall not be assigned, transferred, pledged or encumbered. 5.4 Incapacity. If the Administrator shall determine that a Participant to whom any payment is due under the Plan is unable to care for his affairs because of illness or incapacity, any payment due (unless a prior claim therefor shall have been made by a duly appointed guardian, committee or other legal representative) may be paid to the spouse of the Participant, to his child, parent, brother or sister, or to any other person deemed by the Administrator to have incurred expense for such person otherwise entitled to payment, in such manner and proportions as the Administrator may determine. Any such payment shall be a complete discharge of the liabilities of the Company under the Plan. 5.5 Succession. The Plan shall be binding upon and inure to the benefit of the Company, its successors and assigns, and the Participants and their heirs, executors, administrators, and legal representatives. 5.6 Governing Law. The Plan shall be construed in accordance with and governed by the laws of the Commonwealth of Pennsylvania, except to the extent superseded by federal law. 44 IN WITNESS WHEREOF, the Company has caused the Plan to be executed and attested by its duly authorized officers this 27 day of October, 1994. Attest: CROWN CORK & SEAL COMPANY, INC. /s/ William T. Gallagher By:/s/ Richard L. Krzyzanowski Attorney Executive Vice President, General Counsel and Secretary EX-11 5 COMPUTATION OF EPS 45 Crown Cork & Seal Co., Inc. Exhibit 11 - Statement re Computation of per share earnings Six months ended Three months ended 1995 1994 1995 1994 1.Net income (in millions) $88.7 $98.4 $52.2 $64.8 2.Weighted average number of shares outstanding during the period. 89,920,245 88,983,915 90,197,100 89,084,150 3.Earnings per share based upon average outstanding shares (1/2) $0.99 $1.11 $0.58 $0.73 4.Net shares issuable upon exercise of dilutive outstanding stock options (treasury stock method) 717,336 893,288 599,224 808,302 5.Fully diluted shares (2+4) 90,637,581 89,877,203 90,796,324 89,892,452 6.Fully diluted earnings per share $0.98 $1.09 $0.57 $0.72 EX-27 6 SECOND QUARTER FINANCIAL DATE SCHEDULE
5 1000000 6-MOS DEC-31-1995 JUN-30-1995 69 0 922 11 945 1997 3126 1189 5278 1800 1152 592 0 0 878 5278 2513 2513 2086 2106 (1) 4 74 137 41 89 0 0 0 89 .99 .99
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