-----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, ASzidOVtOsqj/7BtleqU+Y7HkgLNIrUV7MNC9cnia5LD3lMOto2ktrwhA9xQHx3N tI9GOJCZIccDYET/aLGMag== 0000025890-95-000007.txt : 199507050000025890-95-000007.hdr.sgml : 19950705 ACCESSION NUMBER: 0000025890-95-000007 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 RETIREMENT THRIFT PLAN 1 THIS DOCUMENT IS A CONFIRMING 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 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. 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 Requirements of ERISA 7 to 13 Exhibit 23 - Consent of Independent Accountants 14 3 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 Date: June 29, 1995 By: James T. Malec Member, Benefit Plan Committee 4 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Financial Statements and Additional Information December 31, 1994 5 Crown Cork & Seal Company, Inc. Financial Statements and Additional Information December 31, 1994 Page(s) 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 Purposes at December 31, 1994 7 Schedule II - Schedule of Reportable Transactions (Transaction or Series of Transactions) for the Year Ended December 31, 1994 in Excess of 5% of Plan Assets 8 Note: Other ERISA schedules are not presented because they are not applicable. 6 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 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 net assets available for plan benefits of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") at December 31, 1994 and 1993, and the changes in net assets available for benefits for the year ended December 31, 1994, 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 audits. We conducted our audits of these statements in accordance with generally accepted auditing 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 audits provide 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 19, 1995 7 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Statement of Net Assets Available for Plan Benefits For the Years Ended December 31, 1994 and 1993 1994 1993 Investments at fair value: Travelers: Fixed Income Fund * $ 6,290,947 $4,246,764 Large Cap Index Fund 539,756 Company Stock Fund * 1,022,161 337,142 Vanguard: Balanced Index Fund 287,590 Explorer Fund 157,872 Index 500 Fund * 1,861,786 International Growth Fund 147,083 Total Bond Market Fund 36,989 Total investments 9,804,428 5,123,662 Cash 190 Employer contributions receivable 68,763 5,485 Employee contributions receivable 250,908 189,434 Net assets available for plan benefits $10,124,099 $5,318,771 * 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. Retirement Thrift Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1994
Fund Information Travelers Vanguard Fixed Large Company Balanced International Total Bond Income Cap Index Stock Index Explorer Index 500 Growth Market Fund Fund Fund Fund Fund Fund Fund Fund Total Income: Contributions Employer $ 97,809 $ 203 $ 175,354 $ 47,509 $ 63,873 $ 57,881 $ 53,927 $24,275 $ 520,831 Participants 1,200,080 209,029 587,792 33,523 54,696 815,679 59,383 16,477 2,976,659 Investment income (loss) 291,765 (30,545) 122 4,585 8,467 41,497 1,810 512 318,393 Net depreciation (3) (38,822) (5,088) (4,003) (8,624) (4,877) (316) (61,733) Expenses: Distributions to participants (411,334) (719) (33,948) (3,142) (528) (34,724) (307) (484,702) Administrative expense (8,367) (91) (1,355) (43) (119) (2,491) (107) (17) (12,590) Interfund transfersin/(out) (79,258) (780,827) (1,287) 6,074 59,607 735,656 57,299 2,736 0 Transfers from other plans 979,249 217,612 351,609 1,548,470 Increase (decrease) in net assets 2,069,941 (602,850) 687,856 301,030 182,173 1,956,483 167,128 43,667 4,805,328 Net assets available for plan benefits: Beginning of year 4,332,430 602,950 383,391 0 0 0 0 0 5,318,771 End of Year $6,402,371 $ 0 $1,071,247 $301,030 $182,173 $1,956,483 $167,128 $43,667 $10,124,099 Net asset value per unit at December 31, 1994 $ 37.35 $ 10.34 $ 42.86 $ 42.97 $ 13.43 $ 9.17 The accompanying notes are an integral part of these financial statements.
9 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1994 1. Summary of Significant Accounting Policies The Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") was initiated in 1992 and maintains its financial records and prepares its financial statements using the accrual basis of accounting. Investment income earned, but not received, is accrued. The assets of the Plan, with the exception of the Fixed Income Fund, are stated at fair value. The Fixed Income Fund guaranteed investment contract (GIC) is stated at cost plus accrued interest, using the contracted interest rate. Investments in securities listed on a national exchange are valued on the basis of year-end closing prices. 2. Description of Plan General. The following provides a general description of the Plan. Participants should refer to their summary plan description for more detail. 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 elections. Participation in the Plan is determined by 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 Plan was amended during 1993 to provide certain employees the opportunity to purchase Company stock on the last business day of each month, at a purchase price equal to the month end closing price. Investments. The following investment funds have been established for the investment of employee savings and company contributions. The nature of the investments maintained in each fund is described below: Fixed Income Fund Guaranteed insurance contracts with Travelers Insurance Company ("Travelers") which provide for the return of principal in full plus the payment of interest at certain minimum annual interest rates through 1998. Large Cap Index Fund Funds invested in a pooled common stock account designed to approximate the performance of The Standard and Poor's 500 Stock Index, offered through Travelers. As of March 31, 1994, these funds were transferred to similar mutual funds at Vanguard. 10 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1994 Company Stock Fund - Common stock of Crown Cork and Seal Company, Inc. Vanguard Funds - Balanced Index Fund - invests primarily in a portfolio of common stocks and bonds attempting to match the investment performance of the Wilshire 5000 Index and the Lehman Brothers Aggregate Bond Index. Explorer Fund - seeks to provide long-term growth in capital investing primarily in equity securities of small companies deemed to have favorable prospects for growth in market value. Index 500 Fund - seeks to match the investment performance of the Standard & Poor's 500 Composite Stock Price Index, an index emphasizing large-cap stocks. International Growth Fund - seeks to provide long-term capital appreciation by investing primarily in equity securities of companies based outside of the United States. Total Bond Market Fund - seeks to match the investment performance of Lehman Brothers Aggregate Bond Index, a broad market weighted index which encompasses U.S. Treasury and agency securities, corporate investments, graded bonds and mortgage backed securities. Contributions. Participants may elect to make basic and supplemental contributions (where permitted) each pay period and basic contributions may be matched by the Company at various rates. Supplemental contributions (where permitted) are not matched by the Company. Certain participants receive fixed contributions from the Company at varying rates. Company contributions vest to the participant at various rates as required by the Tax Reform Act of 1986. Upon retirement, attainment of age 65, permanent plant shutdown, permanent disability, or death, the participant automatically becomes fully vested in the Company contributions. Any forfeitures arising under the Plan are used to reduce the Company's required contributions. 11 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1994 Distributions. Distributions to participants are generally paid only in a lump sum. Certain participants have the option of being paid in a lump sum or through certain monthly annuity installments. Changes to or Termination of the Plan. 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 and the fund as a plan and trust 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. Subject to any contractual obligations, the Company may discontinue all contributions under the Plan or terminate the Plan at its discretion. If contributions discontinue or if the Plan is terminated, participant accounts shall become fully vested and all Plan assets will be used to provide the benefits payable to participants and their beneficiaries. Plan Mergers. Effective April 1, 1994 and October 19, 1994 respectively, the net assets of the HV/Northern/Wissota Profit Sharing Plan of $748,976 and the Crawfordsville Employees' Savings Plan of $799,494 were merged into the Retirement Thrift Plan. 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. Trustees Travelers served as the Trustee for the Fixed Income Fund and Large Cap Index Fund and Citibank served as Trustees for the Company Stock Fund through March 31, 1994. On April 1, 1994, all trustee and recordkeeping responsibilities were centralized and transferred to Vanguard. 12 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Item 27a - Schedule of Assets held for Investment Purposes at December 31, 1994 Current/ Description Number of Shares Cost Fair Value Travelers: Fixed Income Fund Contract #GR-12265 - 6.45%, 7/1/98 $6,290,947 $6,290,947* Company Stock Fund 113,573 1,014,794 1,022,161* Vanguard: Balanced Index Fund 27,813 292,631 287,590 Explorer Fund 3,683 161,530 157,872 Index 500 Portfolio Fund 43,328 1,863,343 1,861,786* International Growth Fund 10,952 151,912 147,083 Total Bond Market Fund 4,034 37,305 36,989 Total Investments at December 31, 1994 $9,812,462 $9,804,428 * Represents more than 5% of net assets available for plan benefits at December 31, 1994. 13 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Item 27d - Schedule of Reportable Transactions (Transactions or Series of Transactions) in Excess of 5% of Plan Assets For the Year Ended December 31, 1994)
Number of Number Aggregate Aggregate Cost NetRealized Description Purchases of Sales Purchase Price Selling Price of Assets Gain or(Loss) Company Stock Fund 13 18 $1,094,609 $60,495 $ 60,131 $ 364 Travelers: Fixed Income Fund 61 51 7,896,087 1,605,137 1,605,137 0 Vanguard: Balanced Index Fund 18 4 296,196 3,158 3,565 (407) Index 500 Portfolio 33 43 2,245,663 375,253 382,319 (7,066)
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. 33-50369) of Crown Cork & Seal Company, Inc. of our report dated May 19, 1995 appearing on page 6 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----