-----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, LOI/N38XmCfF6WaBDBXSw4bCfuehUugOuP3x+wZBbbP/tETLYpam9M/rkDGc0eE9 Igi5I3W6DHIjSLwhEAM7OA== /in/edgar/work/20000628/0000025890-00-000012/0000025890-00-000012.txt : 20000920 0000025890-00-000012.hdr.sgml : 20000920 ACCESSION NUMBER: 0000025890-00-000012 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19991231 FILED AS OF DATE: 20000628 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO INC CENTRAL INDEX KEY: 0000025890 STANDARD INDUSTRIAL CLASSIFICATION: [3411 ] IRS NUMBER: 231526444 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 001-02227 FILM NUMBER: 663194 BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 2156985100 11-K 1 0001.txt CROWN RETIREMENT THRIFT PLAN 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, 1999 Commission File Number 1-2227 A. Full title of the plan: Crown Cork & Seal Company, Inc. Retirement Thrift Plan 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. ONE CROWN WAY PHILADELPHIA, PA 19154-4599 INDEX Pages Signatures.......................................................... 3 Report of Independent Accountants................................... 6 Audited Plan Financial Statements and Schedules in accordance with the Financial Reporting Requirements of ERISA........ 7 - 14 Exhibit 23 - Consent of Independent Accountants..................... 15 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Crown Cork & Seal Company, Inc. Retirement Thrift Plan By:/s/ James T. Malec ------------------ James T. Malec Member, Benefit Plan Committee Date: June 28, 2000 CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Financial Statements as of and for the years ended December 31, 1999 and 1998 Additional information required for Form 5500 as of and for the year ended December 31, 1999 CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Table of Contents - -------------------------------------------------------------------------------- Page Number Report of Independent Accountants 1 Basic Financial Statements Statement of Net Assets Available for Benefits 2 Statement of Changes in Net Assets Available for Benefits 3 Notes to Financial Statements 4 - 8 Additional Information * Schedule I - Schedule of Assets Held for Investment Purposes 9 * Other supplemental schedules required by Section 2520.103-10 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA have been omitted because they are not applicable. Report of Independent Accountants To the Benefit Plans Committee and Participants of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan In our opinion, the accompanying statement of net assets available for benefits and the related statement of changes in net assets available for benefits present fairly, in all material respects, the net assets available for benefits of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") at December 31, 1999 and 1998, and the changes in net assets available for benefits for the years then ended, in conformity with accounting principles generally accepted in the United States. These financial statements are the responsibility of the Plan's management; our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits of these statements in accordance with auditing standards generally accepted in the United States, 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 audits provide a reasonable basis for the opinion expressed above. Our audits were conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedule of assets held for investment purposes is presented for the purpose of additional analysis and is not a required part of the basic financial statements but is supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under the Employee Retirement Income Security Act of 1974. This supplemental schedule is the responsibility of the Plan's management. The supplemental schedule has been subjected to the auditing procedures applied in the audits of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 22, 2000 -1- CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Statement of Net Assets Available for Benefits - --------------------------------------------------------------------------------
As of December 31, 1999 1998 --------------------------------------------- Investments, at fair value Registered investment companies: Vanguard 500 Index Fund $ 42,456,089 * $ 14,971,747 Vanguard Balanced Index Fund 8,562,339 * 2,246,055 Vanguard Explorer Fund 6,017,959 * 1,544,789 Vanguard International Growth Fund 3,567,039 1,370,130 Vanguard Total Bond Market Index Fund 5,434,830 * 566,288 ---------------------------------------------- 66,038,256 20,699,009 Vanguard Retirement Savings Trust 24,974,650 * 7,592,121 Crown Cork & Seal Company, Inc. Stock Fund 1,199,100 1,345,762 Participant Loans 1,888,304 - ---------------------------------------------- Total investments 94,100,310 29,636,892 ---------------------------------------------- Asset transfer from the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Risdon Corporation - 24,471,702 ---------------------------------------------- Receivables Employer's contributions 202,674 29,874 Participants' contributions 774,783 339,595 ---------------------------------------------- Total receivables 977,457 369,469 ---------------------------------------------- Net assets available for benefits $ 95,077,767 $ 54,478,063 ============================================== * Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of these financial statements. -2- CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Statement of Changes in Net Assets Available for Benefits - --------------------------------------------------------------------------------
Year Ended December 31, 1999 1998 --------------------------------------------- Additions Investment income: Interest and dividend income, investments $ 3,166,079 $ 806,609 Interest income, participant loans 99,511 - Net appreciation in fair value of investments 7,133,792 2,659,218 --------------------------------------------- 10,399,382 3,465,827 --------------------------------------------- Contributions: Employer 1,848,980 796,550 Participant 7,374,432 3,816,787 --------------------------------------------- 9,223,412 4,613,337 --------------------------------------------- Asset transfers in 29,157,940 24,471,702 --------------------------------------------- Total additions 48,780,734 32,550,866 --------------------------------------------- Deductions Payment of benefits 8,160,035 2,209,231 Administrative expenses 20,995 25,125 --------------------------------------------- Total deductions 8,181,030 2,234,356 --------------------------------------------- Net increase 40,599,704 30,316,510 Net assets available for plan benefits: Beginning of period 54,478,063 24,161,553 --------------------------------------------- End of period $ 95,077,767 $ 54,478,063 =============================================
The accompanying notes are an integral part of these financial statements. -3- CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Notes to Financial Statements - -------------------------------------------------------------------------------- NOTE 1 - DESCRIPTION OF PLAN The following description of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") provides only general information. Participants should refer to the Plan document for a more complete description of the Plan's provisions. General The plan is a voluntary defined contribution plan which is designed to provide a convenient method by which eligible employees may save regularly through salary deferrals. Participation in the Plan is determined by an agreement among recognized collective bargaining units and Crown Cork & Seal Company, Inc. (the "Company") or as otherwise agreed upon between the Company and non-organized hourly employees. The Plan is administered by the Crown Cork & Seal Company, Inc. Benefit Plans Committee (the "Committee"). The Committee has appointed Vanguard Fiduciary Trust Company ("VFTC") as the trustee of the Plan. The Plan provides certain employees the opportunity to purchase Company stock at a purchase price equal to the closing price on the day of deposit. The participant accounts of the non-salaried participants of the Crown Cork & Seal Company, Inc. 401 (k) Retirement Savings Plan for Employees of Risdon Corporation ("Risdon 401(k)"), the Crown Cork & Seal Company, Inc. Retirement Thrift Plan for Non-Salaried Employees of CONSTAR International, Inc. ("CONSTAR Thrift"), the participant accounts of the non-salaried employees of the Zeller Plastik, Inc. 401(k) Savings Plan ("Zeller"), the Crown Cork & Seal Company, Inc. Retirement Thrift Plan for International Association of Machinists Local 1584 of Fremont Plant No.62 ("Fremont Thrift") and the Crown Cork & Seal Company, Inc. Retirement Thrift Plan for International Association of Machinists Local 1528 of Modesto Plant No. 79 ("Modesto Thrift") were merged with and into the Plan effective December 31, 1998, March 31, 1999, August 31, 1999, September 30, 1999, and September 30, 1999, respectively. The assets transferred totaled $24,471,702 for Risdon, $17,926,398 for CONSTAR Thrift, $977,972 for Zeller, $5,358,924 for Fremont Thrift and $4,633,372 for Modesto Thrift. An additional amount of $261,274 in assets was transferred to VFTC for Risdon 401(k) in 1999. During the conversion process freeze periods were enforced to restrict transactions. Once the freeze periods were lifted participants could change investment elections. Contributions Participants may elect to make basic and supplemental contributions (where permitted) each pay period. Participants direct the investment of their contributions into various ivestment options as listed offered by the Plan. Basic contributions may be matched by the Company at various rates. Supplemental contributions (where permitted) are not matched by the Company. In addition, certain participants receive fixed contributions from the Company at varying rates. Participants should refer to the Plan document for a more complete description of the Plan's provisions. Participant Accounts Each participant's account is credited with the participant's contribution and allocation of (a) the Company's contribution and (b) Plan earnings, and charged with an allocation of administrative expenses. Allocations are based on participant earnings or account balances, as defined. The benefit to which a participant is entitled is the benefit that can be provided from the participant's vested account. -4- CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Notes to Financial Statements - -------------------------------------------------------------------------------- Vesting Participants are immediately vested in their contributions plus actual earnings thereon. Vesting in the Company's matching contribution portion of their accounts plus earnings thereon is based on various rates established in the collective bargaining agreements or in the plan documents. A participant becomes 100 percent vested after completing 4 or 5 years of service, as defined. Participant Loans Former participants of the Risdon 401(k), Zeller and Modesto Thrift Plans who became participants of the Plan through merger activity, and who had outstanding loans with their former plans, were allowed to transfer their outstanding loan balances to the Plan. Loan terms for participants of each of these former plans were as follows: Risdon 401(k) - Participants were able to obtain a loan from this plan in an amount of $500 or more, repayable over one to five years, with no more than one loan made to a participant in any calendar year, and no more than two loans outstanding at any time. The amount of the loan plus the outstanding balance of any other loan to the participant from this plan could not exceed the lesser of 50% of the participant's account balance or $50,000. The interest rate charged for participant loans was fixed for the term of the loan and was based upon market interest rates for similar loans at the time of application. Zeller - Participants were able to obtain a loan from this plan in an amount of $1,000 or more, repayable over one to five years, with no more than two loans made to a participant in any calendar year, and no more than two loans outstanding at any time. The amount of the loan plus any outstanding balance of any other loan to the participant from this plan could not exceed the lesser of 50% of the participant's vested account balance or $50,000. The interest rate charged for participant loans was determined by this plan's sponsor. Modesto Thrift - Participants were able to borrow from their accounts a minimum of $1,000, not to exceed 50% of the participant's vested balance up to $50,000. The repayment of any loan could not exceed five years, unless the loan was granted for the purpose of acquiring the primary residence of the participant, in which case it could not exceed thirty years or the number of full years from the date of the loan to the participant's normal retirement date. The interest rate for each loan was the prime rate as published in the most recent Wall Street Journal (West Coast Edition). Payment of Benefits On termination of service due to retirement, attainment of age 65, permanent plant shutdown, permanent disability, or death, the participant automatically becomes fully vested in the Company contributions. Distributions to participants are generally paid only in a lump sum. Certain participants have the option of being paid through monthly installments. Forfeited Accounts Total unallocated forfeitures were $12,698 and $68,397 at December 31, 1999 and 1998, respectively. These amounts will be used to reduce future employer contributions. In 1999, employer contributions were reduced by forfeitures of $210,903. Plan Termination The Company reserves the right to amend or modify any of the provisions of the Plan in any respect retroactively in order to qualify or maintain the Plan as a plan meeting the requirements of the Employee Retirement Income Security Act of 1974 ("ERISA") or any other applicable legislation. The Plan is subject to the provisions of ERISA. Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and 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. Investment Options During the plan years ending December 31, 1999 and 1998, participants were able to allocate their contributions among the following investment options: Vanguard 500 Index Fund: Seeks to provide long-term growth of capital and income from dividends by holding all of the 500 stocks that make up the unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely recognized benchmark of U.S. stock market performance. Vanguard Balanced Index Fund: Seeks to provide income and long-term growth of capital and income by dividing its assets between indexed portfolios of stocks (60%) and bonds (40%). Vanguard Explorer Fund: Seeks to provide long-term growth of capital by investing in a diversified group of small-company stocks with prospects for above-average growth. -5- CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Notes to Financial Statements - -------------------------------------------------------------------------------- Vanguard International Growth Fund: Seeks to provide long-term growth of capital by investing in stocks of high-quality, seasoned companies based outside the United States. Stocks are selected from more than 15 countries. Vanguard Total Bond Market Index Fund: Seeks to provide a high level of interest income by attempting to match the performance of the unmanaged Lehman Brothers Aggregate Bond Index, which is a widely recognized measure of the entire taxable U.S. bond market. Vanguard Retirement Savings Trust: Seeks stability of principal and a high level of current income consistent with a two- to three-year average maturity. The trust is a tax-exempt collective trust invested primarily in investment contracts issued by insurance companies and commercial banks, and similar types of fixed-principal investments. The trust intends to maintain a constant net asset value of $1.00 per unit. Crown Cork & Seal Company, Inc. Stock Fund: Invests in Crown Cork & Seal stock to provide the possibility of long-term growth through increases in the value of the stock and the reinvestment of its dividends. NOTE 2 - SUMMARY OF ACCOUNTING POLICIES The following accounting policies, which conform with accounting principles generally accepted in the United States, have been used consistently in the preparation of the Plan's financial statements: Basis of Accounting The financial statements of the Plan are prepared under the accrual method of accounting. Financial Statement Presentation The plan adopted Statement of Position ("SOP") 99-3, Accounting for and Reporting of Certain Defined Contribution Benefit Plan Investments and Other Disclosure Matters. Certain reclassifications of the 1998 amounts have been made to conform to the 1999 presentation in accordance with SOP 99-3. This SOP eliminated the previously required reporting of changes in net assets by investment option for participant directed investments. Use of Estimates The preparation of financial statements, in conformity with accounting principles generally accepted in the United States, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements, as well as reported amounts of additions and deductions during the reporting period. Actual results could differ from those estimates. Investment Valuation and Income Recognition The Plan's investments are stated at fair value. Shares of registered investment companies are valued at quoted market prices which represent the net asset value of shares held by the Plan at year-end. Units of the Vanguard Retirement Savings Trust (a common/collective trust) are valued at the net asset value of units held by the Plan at year-end. The Company stock fund is valued at its year-end unit closing price (comprised of year-end market price plus uninvested cash position). Participant loans are valued at cost, which approximates fair value. -6- CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN Notes to Financial Statements - -------------------------------------------------------------------------------- Purchases and sales of investments are recorded on a trade-date basis. Interest income is accrued when earned. Dividend income is recorded on the ex-dividend date. Capital gain distributions are included in dividend income. Payment of Benefits Benefits are recorded when paid. NOTE 3 - INVESTMENTS During 1999 and 1998, the Plan's investments (including gains and losses on investments bought and sold, as well as held during the year) appreciated (depreciated) in value as follows: 1999 1998 ---- ---- Registered investment companies $ 7,542,425 $ 3,426,836 Common stock (408,633) (767,618) ------------- ------------- $ 7,133,792 $ 2,659,218 ============= ============= All investments are participant-directed. NOTE 4 - RELATED PARTY TRANSACTIONS The Plan invests in shares of registered investment companies and a common/collective trust managed by an affiliate of VFTC. VFTC acts as trustee for only those investments as defined by the Plan. The Plan also invests in shares of the Company's stock through the Crown Cork & Seal Company, Inc. Stock Fund. Transactions in such investments qualify as party-in-interest transactions and are exempt from the prohibited transaction rules. NOTE 5 - TAX STATUS The Internal Revenue Service has determined and informed the Company by a letter dated February 13, 1996 that the Plan and related trust are designed in accordance with applicable sections of the Internal Revenue Code ("IRC"). The Plan has been amended since receiving the determination letter. However, the Plan administrator and the Plan's tax counsel believe that the Plan is designed and is currently being operated in compliance with the applicable requirements of the IRC. -7- Additional Information Required for Form 5500 CROWN CORK & SEAL COMPANY, INC. RETIREMENT Schedule I THRIFT PLAN Schedule of Assets Held for Investment Purposes As of December 31, 1999 - -------------------------------------------------------------------------------- Crown Cork & Seal Company, Inc. Retirement Thrift Plan, EIN 23-1526444 Form 5500, Schedule H, Part IV, Line i
Identity of Issue Investment Type Current Value - ----------------------------------------------------------------------------------------------------------------- * Vanguard 500 Index Fund Registered Investment Company $ 42,456,089 * Vanguard Balanced Index Registered Investment Company 8,562,339 * Vanguard Explorer Fund Registered Investment Company 6,017,959 * Vanguard International Growth Fund Registered Investment Company 3,567,039 * Vanguard Total Bond Market Index Registered Investment Company 5,434,830 * Vanguard Retirement Savings Trust Common/Collective Trust 24,974,650 * Crown Cork & Seal Company, Inc. Common Stock 1,199,100 * Crown Cork & Seal Company, Inc. Retirement Thrift Plan Participant Loans (7% - 9.5%) 1,888,304 ------------ Total assets held for investment purposes $ 94,100,310 ============ * Party in Interest
-8- EX-23 2 0002.txt CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-50369) of Crown Cork & Seal Company, Inc. of our report dated June 22, 2000 appearing on page 6 of this Form 11-K. PricewaterhouseCoopers LLP Philadelphia, Pennsylvania June 28, 2000 -----END PRIVACY-ENHANCED MESSAGE-----