-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, CDgkSTNr+yeshkfO5dlua6zE2Hv90tsvl9SO0Z+zKCe691MxcOM3mJRN+DJAw7Db 7fZc1WdZYmqm2coBtg4Hlg== 0000025890-95-000010.txt : 199507050000025890-95-000010.hdr.sgml : 19950705 ACCESSION NUMBER: 0000025890-95-000010 CONFORMED SUBMISSION TYPE: 11-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950703 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: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02227 FILM NUMBER: 00000000 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 11-K 1 CROWN 401(K) PLAN FOR VAN DORN EMPLOYEES 1 THIS DOCUMENT IS A COPY OF THE FORM 11-K PREVIOUSLY FILED ON JUNE 30, 1995 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION. SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 11-K [X] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 1994 Commission File Number 1-2227 A. Full title of plan: Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: CROWN CORK & SEAL COMPANY, INC. 9300 ASHTON ROAD PHILADELPHIA, PA 19136 2 INDEX Pages Signatures 3 Report of Independent Accountants 6 Audited Plan Financial Statements and Schedules Prepared in Accordance With the Financial Reporting Requirements of ERISA 7 to 13 Exhibit 23 - Consent of Independent Accountants 14 3 SIGNATURES Pursuant to the repuirements of the Securities Exchange Act of 1934, the Committe has duly caused this annual report to be signed on its behalf by the undersigned duly authorized. Crown Cork & Seal Company, Inc 401(k) Retirement Savings Plan for Employees of Van Dorn Company Date: June 29, 1995 By: James T. Malec Member, Benefit Plan Committee 4 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Financial Statements December 31, 1994 5 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Financial Statements Index Page Report of Independent Accountants 1 Statement of Net Assets Available for Plan Benefits 2 Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information 3 Notes to Financial Statements 4-6 Schedule I - Schedule of Assets Held for Investment at December 31, 1994 7 Schedule II - Reportable Transactions (Transaction or Series of Transactions) for the Year Ended December 31, 1994 in Excess of 5% of Plan Assets 8 [FN] Note: Other schedules required by ERISA are not applicable. 6 Report of Independent Accountants To the Benefit Plans Committee and Participants of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company In our opinion, the accompanying statements of net assets available for plan benefits and the related statement of changes in net assets available for plan benefits present fairly, in all material respects, the financial position of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company (the "Plan") at December 31, 1994 and 1993 and the changes in its net assets available for plan benefits for the years then ended in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's administrator; our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit of these statements in accordance with generally accepted accounting standards which require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, and evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for the opinion expressed above. Our audits were performed for the purpose of forming an opinion on the basic financial statements taken as a whole. The additional information included in Schedules I and II is presented for purposes of additional analysis and is not a required part of the basic financial statements but is additional information required by ERISA. The Fund Information in the statement of changes in net assets available for benefits is presented for purposes of additional analysis rather than to present the changes in net assets available for benefits of each fund. Schedules I and II and the Fund Information have been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, are fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE, LLP Philadelphia, Pennsylvania May 25, 1995 7 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Statement of Net Assets Available for Plan Benefits December 31, 1994 and 1993 December 31, 1994 1993 Investments at fair value: Crown Cork & Seal Common Stock Fund* $ 3,409,835 $ 4,081,281 T. Rowe Price Mutual Funds: Prime Reserve Fund* 2,134,464 1,960,651 Capital Appreciation Fund 632,531 500,928 Spectrum Income Fund* 2,375,384 3,045,157 Spectrum Growth Fund* 5,088,883 5,873,506 Participant Loan Fund 175,905 81,278 Total investments 13,817,002 15,542,801 Cash 25,275 Employer contributions receivable 21,326 27,989 Employer contributions receivable 64,313 84,052 Net assets available for plan benefits $13,902,641 $15,680,117 * Represents more than 5% of net assets available for plan benefits at December 31, 1994. The accompanying notes are an integral part of these financial statements. 8 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Statement of Changes in the Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1994
T. Rowe Price Crown Cork & Seal Prime Capital Spectrum Spectrum Participant Common Stock Reserve Appreciation Income Growth Loan Fund Fund Fund Fund Fund Fund Total Additions to net assets: Contributions Employer $ 278,067 $ 278,067 Employee 116,815 $ 199,475 $156,975 $ 219,562 $ 298,175 991,002 Investment income 73,222 48,160 187,437 376,300 $ 12,886 698,005 Net realized and unrealized (loss) on investment (398,811) (29,570) (246,988) (302,772) (978,141) (3,929) 272,697 175,565 160,011 371,703 12,886 988,933 Deductions from net assets: Benefits paid to participants and rollovers to other plans (601,491) (327,386) (63,947) (639,884) (1,133,701) (2,766,409) Transfers Loan principal repayment 6,423 9,808 4,627 7,778 10,337 (38,973) Loan interest allocated 775 2,745 1,900 3,232 4,234 (12,886) Loan issued (22,278) (27,171) (11,681) (23,984) (48,486) 133,600 Interfund transfers (59,381) 222,653 22,476 (189,375) 3,627 (Decrease) increase in net assets available for plan benefits (679,881) 153,346 128,940 (682,222) (792,286) 94,627 (1,777,476) Net assets at beginning of year 4,117,321 1,995,509 514,065 3,075,897 5,896,047 81,278 15,680,117 Net asset at end of year $3,437,440 $2,148,855 $643,005 $2,393,675 $5,103,761 $175,905 $13,902,641 Net asset value at December 31, 1994 $ 37.35 $ 1.00 $ 12.10 $ 10.11 $ 11.13 Certain reclassifications of prior year's data have been made to improve comparability. The accompanying notes are an integral part of these financial statements.
9 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Notes to Financial Statements December 31, 1994 1. Summary of Significant Accounting Policies Effective April 16, 1993, the Van Dorn Company (the "Company") was acquired by Crown Cork & Seal Company, Inc. ("Crown") at which time Crown became the sponsor of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company (the "Plan"), formerly the Van Dorn Company 401(k) Plan and Trust. Refer to Note 4 for further information. The Plan is administered by the Crown Cork & Seal Company, Inc. Benefit Plans Committee. The Plan maintains its financial records and prepares its financial statements using the accrual basis of accounting. Purchases and sales of securities are recorded on a trade-date basis. T. Rowe Price (the "Trustee") manages a Trust Fund for the Plan under the terms of a trust agreement. All of the Plan's investments and cash are held in the Trust Fund. The Trustee has been granted discretionary authority with regard to the investment of temporary cash balances and is directed by investment managers or a committee appointed by Crown with regard to all other investments. The investments and changes therein of the Trust Fund have been determined through the use of current values measured by quoted prices in active markets for all assets of the Trust Fund. 2. Description of Plan General. The Plan is a defined contribution plan designed to provide a convenient method by which eligible employees may save regularly through salary elections and through sponsor matching contributions. The Plan covers salaried employees of the Company's corporate office, Davies Can Company and Central States Can Company as well as certain Plastic Machinery Division and hourly employees of Davies Can Company. On April 20, 1993, Crown sold Plastics to Mannesmann Capital Corporation ("Mannesmann"). Employees of Plastics participating in the Plan were given the option of continuing to participate in the Plan or rolling over their account balances into a Mannesmann sponsored plan or into their individual retirement accounts. Refer to Note 4 for further information. Employees are eligible to participate in the Plan after completing one year of service and attaining the age of 21. The Plan is subject to provisions of the Employee Retirement Income Security Act of 1974 (ERISA). Employee Contributions. Employees who participate in the Plan can direct the Company to withhold wages and make tax deferred contributions on their behalf. Contributions may range from 1 percent to 16 percent of annual compensation, plus bonuses, up to a maximum of $9,240 per participant. 10 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Notes to Financial Statements December 31, 1994 A participant's 401(k) account balance attributable to tax deferred contributions, taxable employee contributions, and rollover contributions is 100 percent vested at all times. A participant's 401(k) account balance attributable to profit sharing contributions with respect to plan years prior to January 1, 1989 becomes fully vested upon a participant reaching five years of service. Employer Contributions. Effective July 1, 1990, the Company amended the Plan and Trust to permit employer contributions. The amendment provides for the Company to match 50 percent of employee contributions up to a maximum employee contribution of 4 percent of compensation. Employer contributions vest 100 percent after five years of service. All employer matching contributions are invested automatically in the Crown Cork & Seal Common Stock Fund. Forfeitures of terminated participants' nonvested accounts are offset against employer contributions. Investments. Participants may direct their contributions among any of the following investments: 1. Common Stock Fund - Investing in common stock of Crown Cork & Seal. 2. T. Rowe Price Prime Reserve Fund - A money market fund investing in a diversified portfolio of domestic and foreign U.S. dollar-denominated money market securities to maintain a stable share price of $1.00. 3. T. Rowe Price Capital Appreciation Fund - Investing in common stocks, fixed income securities and money market instruments. 4. T. Rowe Price Spectrum Income Fund - Investing primarily in a diversified group of T. Rowe Price mutual funds which invest principally in fixed income securities. 5. T. Rowe Price Spectrum Growth Fund - Investing in a diversified group of T. Rowe Price mutual funds which invest principally in equity securities. Distributions. Effective January 1, 1987, benefit payments from the Plan are limited to lump sum distributions. Prior to this date, former participants could elect to have their benefits paid to them under a variety of options over an extended period of time. Although it has not expressed any intent to do so, Crown has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of plan termination, participants will become 100 percent vested in their accounts. 11 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Notes to Financial Statements December 31, 1994 3. Tax Status of the Plan The Plan was amended and restated, effective January 1, 1994 to comply with all provisions of the Internal Revenue Code (IRC) and ERISA. The Committee has represented that the Plan has been administered in accordance with all provisions of the IRC and ERISA. The Company has applied for a determination letter for the Plan from the IRS. The determination letter is subject to review by the IRS. The Committee anticipates receiving a favorable determination letter from the IRS, and accordingly, the Trust is not subject to federal or local income taxes. 4. Acquisition of Plan Sponsor On April 16, 1993, the Company was acquired by Crown at which time each share of the Company's stock held by the Plan was converted into .542 shares of Crown stock. The market value of each share of Crown stock on April 16, 1993 was $38.75. Company stock at a historical cost of approximately $4.4 million was converted to Crown stock; representing a market value of approximately $6.7 million at that date. On April 20, 1993, Crown sold the Plastics Division to Mannesmann. Employees of Plastics participating in the Plan transferred or rolled-over approximately $12.2 million to either a Mannesmann sponsored plan or to their individual retirement accounts during the year. 12 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Schedule of Assets Held for Investment at December 31, 1994 Description Number of Shares Cost Fair Value Crown Cork & Seal Stock Fund 90,336 $ 2,573,756 $ 3,409,835* T. Rowe Price Prime Reserve Fund 2,134,464 2,134,464 2,134,464* T. Rowe Price Capital Appreciation Fund 52,276 637,698 632,531 T. Rowe Price Spectrum Income Fund 234,954 2,529,603 2,375,384* T. Rowe Price Spectrum Growth Fund 457,222 4,978,257 5,088,883* Participant Loan Fund (at 12.95% interest rate) 175,905 175,905 Total investments at December 31, 1994 $13,029,683 $13,817,002 [FN] * Represents more than 5% of net assets available for plan benefits at December 31, 1994. 13 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Reportable Transactions (Transaction or Series of Transactions)
Aggregate Aggregate Net Number of Number Cost of Proceeds Cost Gain(loss) Description of Assets Purchases of Sales Purchases from Sales of Asset on Sale Crown Cork & Seal Common Stock Fund 107 272 $450,714 $731,014 $ 515,314 $215,700 Spectrum Income Fund 246 237 453,491 876,276 886,515 (10,239) Spectrum Growth Fund 144 221 850,086 1,331,938 1,211,870 120,068 Prime Reserve Fund 292 248 595,667 421,854 421,854 0
EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 14 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-61240) of Crown Cork & Seal Company, Inc. of our report dated May 25, 1995 appearing on page 6 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----