-----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, Le3hsFwxVv2wsdNyrTX67xoFIMGV2Zph6Jx2wbPdmnLREacSF//1/5XBWYn6vVui hqWSHUKBlwyoBzRKLd2W1A== 0000025890-96-000025.txt : 19960627 0000025890-96-000025.hdr.sgml : 19960627 ACCESSION NUMBER: 0000025890-96-000025 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: 96586286 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 11-K 1 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 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. 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 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 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 26, 1996 By: /s/ James T. Malec ______________________________ James T. Malec Member, Benefit Plan Committee Crown Cork & Seal Company, Inc. Retirement Thrift Plan Financial Statements and Supplemental Information December 31, 1995 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Financial Statements and Supplemental Information December 31, 1995 - -------------------------------------------------------------------------------- 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, 1995 7 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 8 Note: Other ERISA schedules are not presented 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 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, 1995 and 1994, and the changes in net assets available for benefits for the year ended December 31, 1995, 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 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 June 7, 1996 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Statement of Net Assets Available for Plan Benefits For the Years Ended December 31, 1995 and 1994 - -------------------------------------------------------------------------------- 1995 1994 Investments at fair value: Company stock fund * $ 1,488,192 $ 1,022,161 Fixed Income Fund: Travelers Guaranteed Investment Contract * 5,286,738 6,290,947 John Hancock Mutual Life Guaranteed Investment Contract * 1,223,633 Vanguard Money Market Prime (30) 472 Vanguard: Balanced Index Fund 580,624 287,590 Explorer Fund 486,222 157,872 Index 500 Fund * 3,906,007 1,861,786 International Growth Fund 322,102 147,083 Total Bond Market Fund 150,741 36,989 ----------- ----------- Total investments 13,444,731 9,804,428 Employer contributions receivable 20,168 68,763 Employee contributions receivable 236,416 250,908 ----------- ----------- Net assets available for plan benefits $13,701,315 $10,124,099 =========== =========== * Represents more than 5% of net assets available for plan benefits at December 31, 1995. 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 Plan Benefits, with Fund Information For the Year Ended December 31, 1995 - -------------------------------------------------------------------------------- Fund Information --------------------------------------------------------------------------------------------- Vanguard ---------------------------------------------------------- Fixed Company Balanced International Total Bond Income Stock Index Explorer Index 500 Growth Market Fund Fund Fund Fund Fund Fund Fund Total ---------- --------- -------- -------- --------- -------- ---------- ----- Income: Contributions Employer $229,599 $190,156 $9,583 $8,760 $128,030 $10,563 $6,816 $583,507 Participants 1,160,194 340,832 87,770 137,657 1,058,206 121,318 57,080 2,963,057 Investment income 330,144 19,373 37,727 82,112 8,222 4,374 481,952 Net appreciation 96,952 75,093 17,525 778,040 18,477 5,741 991,828 Expenses: Distributions to participants (1,033,981) (166,357) (74,343) (109,934) (289,897) (79,958) (35,181) (1,789,651) Administrative expense (15,975) (4,805) (1,083) (1,012) (7,388) (701) (364) (31,328) Interfund transfers in/(out) (619,105) (7,494) 147,341 201,780 213,665 63,687 126 Transfers from other plans 147,935 9 26,686 28,764 74,495 25,186 74,776 377,851 ---------- ------- -------- -------- ---------- --------- --------- ----------- Increase in net assets 198,811 449,293 290,420 321,267 2,037,263 166,794 113,368 3,577,216 Net assets available for plan benefits: Beginning of year 6,402,371 1,071,247 301,030 182,173 1,956,483 167,128 43,667 10,124,099 ---------- ---------- -------- -------- ---------- -------- -------- ----------- End of Year $6,601,182 $1,520,540 $591,450 $503,440 $3,993,746 $333,922 $157,035 $13,701,315 ========== ========== ======== ======== ========== ======== ======== ===========
The accompanying notes are an integral part of these financial statements. -3- Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1995 - -------------------------------------------------------------------------------- 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 contracts (GICs) are stated at contract value because they are fully benefit responsive. 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. Partic- ipants 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 "Committee"). The Committee has appointed Vanguard Fiduciary Trust Company to serve 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. 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") and John Hancock Mutual Life Insurance Company ("John Hancock") which provide for the return of principal in full plus the payment of interest at certain minimum annual interest rates through 1998. Fund also includes monies invested in Vanguard's short- term money market account. Company Stock Fund Invests primarily in shares of Crown Cork & Seal common stock. -4- Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1995 - -------------------------------------------------------------------------------- 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. 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 monthly annuity installments. -5- Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1995 - -------------------------------------------------------------------------------- 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 contractual obligations, the Company may discontinue all contributions under the Plan or terminate the Plan at its discretion. If contributions are discontinued 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 September 1, 1995, the net assets of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan for Hourly Employees at the Arden Plant No. 11 of $377,851 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 received a favorable determination letter for the Plan from the Internal Revenue Service (IRS) and accordingly, the Plan is not subject to federal or local income taxes. -6- Schedule I Crown Cork & Seal Company, Inc. Retirement Thrift Plan Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1995 - -------------------------------------------------------------------------------- Current/ Description Number of Shares Cost Fair Value Travelers: Fixed Income Fund Contract #GR-12265 - 6.45%, 7/1/98 $5,286,738 $5,286,738* John Hancock Mutual Life: Fixed Income Fund Contract # 7740 GAC - 7.75%, 6/30/98 1,223,633 1,223,633* Vanguard Money Market Prime (30) 472 472 Crown Cork & Seal Common Stock 149,868 1,403,423 1,488,192* Vanguard: Balanced Index Fund 45,468 517,728 580,624 Explorer Fund 9,734 470,404 486,222 Index 500 Portfolio Fund 67,813 3,161,493 3,906,007* International Growth Fund 21,445 305,596 322,102 Total Bond Market Fund 14,866 145,745 150,741 ----------- ----------- Total Investments at December 31, 1995 $12,515,232 $13,444,731 =========== =========== * Represents more than 5% of net assets available for plan benefits at December 31, 1995. -7-
Schedule II 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, 1995) - -------------------------------------------------------------------------------- Number of Number Aggregate Aggregate Cost Net Realized Description Purchases of Sales Purchase Price Selling Price of Assets Gain Crown Cork & Seal Common Stock 19 47 $572,965 $203,895 $185,323 $18,572 Vanguard: Explorer Fund 57 20 434,139 123,314 122,224 11,090 Index 500 Portfolio 81 66 1,651,861 385,686 352,091 33,595 Fixed Income Fund 112 133 1,988,923 1,769,049 1,769,049
-8- 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. 33-50369) 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-----