-----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, ICJ3+TjkgffBHnQUGFOE98z1mqDzZMl7hZL1udmxojl18poJlG94h+/wZtQAcB6d hg/4KjAZGvRHlTfuY6Dxzg== 0000025890-96-000023.txt : 19960627 0000025890-96-000023.hdr.sgml : 19960627 ACCESSION NUMBER: 0000025890-96-000023 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19951231 FILED AS OF DATE: 19960626 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: 96586258 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 11-K 1 CROWN 401(K) RETIREMENT SAVINGS 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 1994 For the fiscal year ended December 31, 1995 Commission File Number 1-2227 A. Full title of the plan: Crown Cork & Seal Company, Inc. 401(K) Retirement Savings 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 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 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. 401(K) Retirement Savings Plan Date: June 26, 1996 By:/s/James T. Malec James T. Malec Member, Benefit Plan Committee Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Financial Statements and Supplemental Information December 31, 1995 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Financial Statements and Supplemental Information December 31, 1995 - ------------------------------------------------------------------------------ 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 - 4 Notes to Financial Statements 5 - 7 Schedule I - Schedule of Assets Held for Investment at December 31, 1995 8 Schedule II - Schedule of Reportable Transactions (Transaction or Series of Transactions) for the Year Ended December 31, 1995 in Excess of 5% of Plan Assets 9 Note: Other schedules required by ERISA are not applicable. Report of Independent Accountants To the Benefit Plans Committee and Participants of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan In our opinion, the accompanying statement of net assets available for plan benefits and the related statements 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. 401(k) Retirement Savings Plan (the "Plan") at December 31, 1995 and 1994, and the changes in 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 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 plan benefits is presented for purposes of additional analysis rather than to present the net assets available for plan benefits and changes in net assets available for plan 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 June 7, 1996
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Statement of Net Assets Available for Plan Benefits December 31, 1995 and 1994 - ------------------------------------------------------------------------------- 1995 1994 Investments: Fixed Income Fund * $ 61,449,358 $ 70,112,269 Crown Stock Fund * 35,706,664 29,052,762 Vanguard Index Trust Fund * 13,297,699 9,197,853 Vanguard International Growth Portfolio Fund 2,689,236 2,646,997 Vanguard Explorer Fund 2,040,725 1,422,657 Vanguard Balanced Index Fund 2,118,224 987,774 Vanguard Bond Index Fund 529,861 226,356 Participant loans receivables 494,279 357,856 ------------ ------------ Total investments 118,326,046 114,004,524 Cash and cash equivalents 3,952,287 4,299,853 Employer contributions receivable 83,216 105,504 Employee contributions receivable 327,749 304,571 ------------ ------------ Net assets available for plan benefits $122,689,298 $118,714,452 ============ ============
* Represents more than 5% of net assets available for plan benefits as of December 31, 1995. The accompanying notes are an integral part of these financial statements. - 2 -
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1995 - -------------------------------------------------------------------------------- Vanguard Vanguard Vanguard Vanguard Fixed Crown Index International Vanguard Balanced Bond Income Stock Trust Growth Explorer Index Index Participant Fund Fund Fund Portfolio Fund Fund Fund Fund Loans Total ------ ------- -------- ------------- ---------- -------- ----- ----------- ------- Income: Contributions: Employer $ 1,025,538 $ 1,025,538 Participants $ 1,354,916 1,611,186 $ 675,684 $ 236,518 $ 192,647 $ 136,587 $ 70,869 4,278,407 Participant loan repayments 59,566 45,150 16,689 7,294 5,406 2,121 534 $(136,760) Investment income 4,055,839 304,860 71,811 159,714 69,315 25,969 33,172 4,720,680 Net realized gains on investments 723,540 445,588 61,890 73,981 59,590 3,835 1,368,424 Net unrealized gains on investments 2,338,632 2,822,296 260,185 204,909 217,633 33,840 5,877,495 Other receipts 50,077 45,931 103,300 75,652 89,070 60,396 44,818 469,244 Expenses: Distributions to participants (10,638,726) (1,659,367) (878,154) (170,866) (253,583) (85,482) (48,549) (30,215) (13,764,942) Participant loans (136,137) (68,131) (51,571) (3,072) (486) (366) (1,244) 261,007 Interfund transfers (3,762,908) 2,571,118 676,201 (493,259) 155,727 675,795 177,326 ------------ ----------- --------- --------- --------- ---------- ----------- -------- ----------- Increase (decrease) in net assets available for plan benefits (9,017,373) 6,633,597 4,114,893 46,153 627,385 1,135,589 307,398 127,204 3,974,846 Net assets at beginning of year 74,520,455 29,280,270 9,241,859 2,661,109 1,430,484 993,772 228,647 357,856 118,714,452 ---------- ----------- ----------- --------- --------- ----------- -------- -------- ------------ Net assets at end of year $65,503,082 $35,913,867 $13,356,752 $2,707,262 $2,057,869 $2,129,361 $536,045 $485,060 $122,689,298 =========== =========== =========== ========== ========== =========== ======== ======== ============
The accompanying notes are an integral part of these financial statements. - 3 -
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1994 - -------------------------------------------------------------------------------- Vanguard Vanguard Vanguard Vanguard Fixed Crown Index International Vanguard Balanced Bond Income Stock Trust Growth Portfolio Explorer Index Index Participant Fund Fund Fund Fund Fund Fund Fund Loans Total ---- ---- ---- ---- ---- ---- ---- ----- ----- Income: Contributions: Employer $ 831,626 $ 831,626 Participants $ 1,400,933 1,628,037 $ 556,666 $ 151,120 $ 85,973 $ 65,706 $ 27,272 3,915,707 Participant loan repayments 111,827 74,191 35,236 11,036 9,213 2,662 208 $(244,373) Investment income 4,718,063 278,791 34,803 75,951 35,697 17,158 41,776 5,202,239 Net realized losses on investments (153,227) (20,234) (6,868) (9,847) (8,746) (10,488) (209,410) Net unrealized losses on investments (2,680,069) (137,862) (53,086) (67,796) (30,141) (12,846) (2,981,800) Other receipts 12,940 44,077 96 192 96 57,401 Expenses: Distributions to participants (10,434,366) (865,556) (443,654) (42,124) (21,436) (26,352) (6,683) (24,387) (11,864,558) Interfund transfers (4,406,827) (1,216,006) 529,495 2,566,036 1,358,330 954,946 214,026 ----------- ------------ ---------- ---------- ---------- -------- -------- -------- ------------ Increase (decrease) in net assets available for plan benefits (8,597,430) (2,336,927) 798,534 2,661,109 1,430,484 993,772 228,647 (226,984) (5,048,795) Net assets at beginning of year 83,117,885 31,617,197 8,443,325 584,840 123,763,247 ----------- ----------- ---------- ---------- ---------- -------- -------- -------- ------------ Net assets at end of year $74,520,455 $29,280,270 $9,241,859 $2,661,109 $1,430,484 $993,772 $228,647 $357,856 $118,714,452 =========== =========== ========== ========== ========== ======== ======== ======== ============
The accompanying notes are an integral part of these financial statements. - 4 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements December 31, 1995 - -------------------------------------------------------------------------------- 1. Summary of Significant Accounting Policies Basis of Presentation. The Plan maintains its financial records and prepares its financial statements using the accrual basis of accounting. Purchases and sales of investments are recorded on the trade date. Investment income earned, but not received, is accrued. Distributions to participants are recorded in the period when remitted to participants. Investments in securities listed on a national exchange are valued on the basis of year-end closing prices. Guaranteed investment contracts are fully benefit responsive and stated at contract value. Other investments not having an established market are valued at fair value as determined by the trustee. Realized gain or loss on the sale of investments is determined based on average cost. Such gains and losses are computed on a current value basis for Form 5500. A difference may result in the classification between realized and unrealized, but the total gain or loss will be unaffected. Cash Equivalents. Cash equivalents include all highly liquid instruments purchased with an original maturity of less than three months. 2. Description of Plan The general purpose of the Plan is to provide a convenient method by which eligible employees may save regularly through salary elections and through Company matching contributions. Generally, salaried employees are eligible to participate in the Plan after completing one year of service and attaining age 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). The Plan has two components: a participant salary deferral 401(k) component and a Company matching contribution component. The salary deferral 401(k) portion of the Plan allows before-tax employee contributions of 2 to 12% of annual compensation. The Plan also allows after-tax employee contributions of 1 to 8% of annual compensation. Contribution rates are subject to certain limitations, as prescribed by law. The Company makes matching contributions equal to 50% of the employee's contribution, up to a maximum of 3% of compensation. Company contributions are made in the form of Company common stock. A brief description of available investment options follows: (1) Fixed Income Fund - A fixed income fund which invests primarily in investment contracts issued by insurance companies, commercial banks and other similar types of fixed principal investments. - 5 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements December 31, 1995 - -------------------------------------------------------------------------------- (2) Crown Stock Fund - A fund which invests in shares of Company common stock. (3) Vanguard Index Trust Fund (Formerly the Diversified Equity Fund) - A growth and income stock fund which invests in all stocks included in the Standard & Poor's 500 Index in approximately the same proportions as they are represented in the S&P index. (4) Vanguard International Growth Portfolio Fund - An international stock fund which invests in the common stocks of foreign corporations located outside the United States. (5) Vanguard Explorer Fund - An aggressive growth stock fund which invests in the common stocks of small companies. (6) Vanguard Balanced Index Fund - A balanced fund which invests 60% of its assets in a portfolio of stocks expected to parallel the returns of the Wilshire 500 Index and 40% of its assets in a fixed income portfolio that is structured to track the Lehman Brothers Aggregate Bond Index. (7) Vanguard Bond Index Fund - An intermediate-term bond fund which invests in a combination of securities expected to perform similarly to the Total Bond Market Portfolio of Lehman Brothers Aggregate Bond Index. All employee contributions are 100% vested when contributed to the Plan. Company matching contributions vest 25% for each year of service. Upon the completion of four years of service all Company matching contributions vest immediately. Participants are eligible to receive distributions of the vested portions of their account balance upon meeting certain criteria as specified in the Plan document. All distributions are paid in a lump sum or periodic annuity payments (either cash or Company stock). The Plan allows for loans to participants in excess of $1,000 and not to exceed 50% of the participant's vested account balance up to $50,000 (subject to restrictions further described in the Plan document). In the event of a default on a loan, the outstanding balance and accrued interest is deducted from the participant's account prior to distribution. The Plan is administered by the Benefit Plans Committee (the "Committee"). The Committee appointed The Vanguard Group ("Vanguard") to assume both trustee and recordkeeping responsibilities. In the event of Plan termination, each participant will become fully vested and will be entitled to receive a benefit equalling the participant's interest in the Plan, including that portion attributable to Company contributions. - 6 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Notes to Financial Statements December 31, 1995 - -------------------------------------------------------------------------------- 3. Investments As of December 31, 1995 and 1994, the Plan held the following investments which exceeded 5% of the total fair value of Plan assets: 1995 1994 ---- ---- Fixed Income Fund (contract value): Bankers Trust Guaranteed Investment Contract #92-494-1 $10,005,025 Metropolitan Life Insurance Company Guaranteed Investment Contract #GAC-12704 $ 6,585,176 6,208,891 The Prudential Asset Management Group Guaranteed Investment Contract 7,270,783 Caisse Des Depots et Consignations Guaranteed investment Contract 9,682,762 Crown Cork & Seal Common Stock 35,706,664 29,052,762 Vanguard Index Trust Fund 13,297,699 9,197,853 4. 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 received a favorable determination letter from the IRS, and accordingly, the Trust is not subject to federal or local income taxes. 5. Insurance Company Seizure On August 11, 1994, regulators in both the United States and Canada seized control of Confederation Life Insurance Company. The action was taken to prevent the possibility of massive demands for cash following a failed business combination. At the time of the seizure, the Plan's Fixed Income Fund included an investment contract with a value of approximately $4.8 million. The recognition of interest income was suspended coincident with the seizure on August 11, 1994. The portion of participants' account balances related to this investment are not subject to withdrawal except in very limited circumstances (e.g., hardships and death). The regulators have not released financial information sufficient to indicate the extent of recovery for participants invested in Confederation Life contracts. However, neither the Company nor the Committee has been informed that a loss has or will be incurred and, accordingly, no provision for loss has been recorded in the accompanying financial statements. - 7 - Schedule I Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Item 27a - Schedule of Assets Held for Investment at December 31, 1995 - ------------------------------------------------------------------------------- Units Description Outstanding Cost Fair Value Fixed Income Fund * Guaranteed Investment Contracts American International Life Assurance Company #18102 $ 3,425,312 $ 3,425,312 Caisse Des Depots et Consignations 9,682,762 9,682,762 Confederation Life Insurance Company #62469 (in receivership (1)) 4,760,482 4,760,482 Continental National Assurance #12747 5,208,857 5,208,857 Metropolitan Life Insurance Company #GAC-12704 6,585,176 6,585,176 Massachusetts Mutual PGIC #10490 2,013,763 2,013,763 New York Life #GAC-6495 5,327,978 5,327,978 New York Life #GAC 30025 5,480,023 5,480,023 Peoples Insurance Security Company #BDA00036TR-1 4,003,264 4,003,264 Peoples Insurance Security Company #BDA00036TR-2 2,031,948 2,031,948 Peoples Insurance Security Company #BDA00036TR-3 1,501,318 1,501,318 Peoples Insurance Security Company #BDA00036TR-4 2,511,167 2,511,167 The Prudential Asset Management Group #7871 3,872,783 3,872,783 Union Bank of Switzerland #2126 5,044,525 5,044,525 ---------- ---------- Total Fixed Income Fund 61,449,358 61,449,358 Crown Stock Fund * Crown Cork & Seal Company, Inc. common stock 855,249.4 24,651,978 35,706,664 Vanguard Index Trust Fund * 230,862.8 10,582,685 13,297,699 Vanguard International Growth Portfolio 179,043.7 2,457,580 2,689,236 Vanguard Explorer Fund 40,855.3 1,887,492 2,040,725 Vanguard Balanced Index Fund 165,875.0 1,920,405 2,118,224 Vanguard Bond Index Fund 52,254.5 508,651 529,861 Participant loans receivables ( at 9.5% - 9.75% interest rates) 494,279 494,279 ------------ ------------ Total Investments at December 31, 1995 $103,952,428 $118,326,046 ============ ============ * Represents more than 5% of net assets available for plan benefits as of December 31, 1995 (1) See Note 5 to accompanying financial statements. - 8 - Schedule II Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan Item 27d - Schedule of Reportable Transactions (Transaction or Series of Transactions) For the Year Ended December 31, 1995 in Excess of 5% of Plan Assets - --------------------------------------------------------------------------------
Aggregate Aggregate Number of Number of Cost of Proceeds Net gain Description of Assets Purchases of Sales Purchases from Sales Cost on Sale - --------------------- --------- -------- --------- ---------- ----- ------- Fixed Income Fund 175 187 $12,021,094 $21,031,572 $21,031,572 Crown Stock Fund 116 131 11,164,218 7,573,682 6,850,142 $723,540 Vanguard Index Trust Fund 96 92 4,015,638 3,197,667 2,572,079 445,588
- 9 - EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-39529) of Crown Cork & Seal Company, Inc. of our report dated June 7, 1996 appearing on Page 6 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 25, 1996 -----END PRIVACY-ENHANCED MESSAGE-----