-----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, Syc+vRJEEqQCa4P94BlgUWwCXH0wWhfqcxjWqR8/LnbpAZ/FP46rv7y+LtSEQBoD kP3SVPrBjqoRz5YZPxt3ZQ== 0000025890-97-000014.txt : 19970626 0000025890-97-000014.hdr.sgml : 19970626 ACCESSION NUMBER: 0000025890-97-000014 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970625 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: 97629416 BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215-698-5100 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 1934 For the fiscal year ended December 31, 1996 Commission File Number 1-2227 E. Full title of the plan: Crown Cork & Seal Company, Inc. Retirement Thrift Plan F. 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 to 15 Exhibit 23 - Consent of Independent Accountants.................. 16 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. Retrirement Thrift Plan By: /s/ James T. Malec James T. Malec Member, Benefit Plan Committee Date: June 25, 1997 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Financial Statements and Supplemental Information December 31, 1996 and 1995 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Financial Statements and Supplemental Information December 31, 1996 and 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 3-4 Notes to Financial Statements 5-8 Schedule I - Schedule of Assets Held for Investment Purposes 9 Schedule II - Schedule of Reportable Transactions 10 Note: Other ERISA schedules are not presented because they are not applicable. Report of Independent Accountants June 18, 1997 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, 1996 and 1995, 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 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 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Statement of Net Assets Available for Plan Benefits December 31, 1996 and 1995 - -------------------------------------------------------------------------------- 1996 1995 Investments, at fair value: Fixed Income Fund: Travelers Guaranteed Investment Contract $ 3,615,788* $ 5,286,738* John Hancock Mutual Life Guaranteed Investment Contract 3,122,333* 1,223,633* Vanguard Money Market Prime (30) 195,731 472 Company Stock Fund 2,198,250* 1,488,192* Vanguard: Balanced Index Fund 889,392 580,624 Explorer Fund 939,853* 486,222 Index 500 Fund 6,284,395* 3,906,007* International Growth Fund 711,286 322,102 Total Bond Market Fund 234,513 150,741 ----------- ----------- Total investments 18,191,541 13,444,731 Employer contributions receivable 20,842 20,168 Employee contributions receivable 235,076 236,416 ----------- ----------- Net assets available for benefits $18,447,459 $13,701,315 =========== =========== * Represents more than 5% 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 Plan Benefits, with Fund Information For the Year Ended December 31, 1996 - --------------------------------------------------------------------------------
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 Additions: Contributions Employer $ 244,230 $ 177,226 $ 24,476 $ 39,339 $ 190,044 $ 29,129 $ 17,232 $ 721,676 Participants 925,267 160,448 154,953 237,834 1,161,936 170,863 84,126 2,895,427 Transfers from other plans 2,193 10,985 35,474 70,572 98,303 29,957 11,501 258,985 Investment income 323,046 35,357 35,715 50,739 128,992 30,567 11,816 616,232 Net appreciation /(depreciation) in fair value - 482,888 60,340 28,249 916,002 39,958 (5,049) 1,522,388 Deductions: Distributions to participants (725,160) (99,735) (40,680) (37,721) (299,457) (16,578) (24,010) (1,243,341) Administrative expense (10,551) (3,270) (1,143) (1,596) (7,216) (963) (484) (25,223) Interfund transfers in/(out) (352,094) (63,801) 43,875 70,239 201,114 111,002 (10,335) - ---------- ---------- -------- -------- ---------- -------- -------- ----------- Net increase in net assets 406,931 700,098 313,010 457,655 2,389,718 393,935 84,797 4,746,144 Net assets available for plan benefits: Beginning of year 6,601,182 1,520,540 591,450 503,440 3,993,746 333,922 157,035 13,701,315 ---------- ---------- -------- -------- ---------- -------- -------- ----------- End of Year $7,008,113 $2,220,638 $904,460 $961,095 $6,383,464 $727,857 $241,832 $18,447,459 ========== ========== ======== ======== ========== ======== ======== ===========
The accompanying notes are an integral part of these financial statements. 3 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 --------- -------- ------- -------- --------- -------- -------- ---------- Additions: 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 Transfers from other plans 147,935 9 26,686 28,764 74,495 25,186 74,776 377,851 Investment income 330,144 19,373 37,727 82,112 8,222 4,374 481,952 Net appreciation in fair value 96,952 75,093 17,525 778,040 18,477 5,741 991,828 Deductions: 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 - ----------- --------- -------- -------- ---------- -------- -------- ----------- 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. 4 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1996 and 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. Dividends are recorded on the ex-dividend date. Purchases and sales are recorded on a trade date basis. 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. The Company stock is valued at its quoted market price. The Fixed Income Fund guaranteed investment contracts (GICs) are valued at contract value, which approximates fair value. Interest rates ranged from 3.5% to 7.75% and 5.05% to 7.75% at December 31, 1996 and 1995, respectively. Average yields ranged from 3.3% to 7.45% and 5.2% to 8.2% in 1996 and 1995, respectively. GIC's with Traveler's Insurance Company contain an annual interest rate reset provision. 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 "Committee"). The Committee has appointed Vanguard Fiduciary Trust Company (the "Trustee") 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. 5 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1996 and 1995 - -------------------------------------------------------------------------------- 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 GIC's with Travelers Insurance Company and John Hancock Mutual Life Insurance Company which provide for the return of principal in full plus the payment of interest at certain minimum annual interest rates through 1998. The Fixed Income Fund also includes monies invested in Vanguard's short-term money market account. Company Stock Fund Invests primarily in shares of Company common stock. The Company Stock Fund also includes monies invested in Vanguard's short-term money market account. 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. 6 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1996 and 1995 - -------------------------------------------------------------------------------- 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. Total unallocated forfeitures were $36,853 and $26,852 at December 31, 1996 and 1995, respectively. These amounts will be used to reduce future employer contributions. Distributions. Distributions to participants are generally paid only in a lump sum. Certain participants have the option of being paid through monthly 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 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 will 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 Plan has received a favorable determination letter dated February 13, 1996 from the Internal Revenue Service (IRS) and accordingly, the Plan is not subject to federal or local income taxes. 7 Crown Cork & Seal Company, Inc. Retirement Thrift Plan Notes to Financial Statements December 31, 1996 and 1995 - -------------------------------------------------------------------------------- 4. Related Party Transactions Certain Plan investments are shares of mutual funds managed by the Trustee. Therefore, these transactions qualify as party-in-interest transactions which are exempt from the prohibited transaction rules. 5. Benefits Payable Amounts allocated to persons who have elected to withdraw from the Plan but have not yet been paid as of December 31, 1996 were as follows: Fixed Income Fund $ 5,685 Company Stock Fund 1,573 Explorer Fund 517 Index 500 Fund 745 International Growth Fund 176 Total Bond Market Fund 176 ---------- $ 8,872 ---------- These amounts are recorded as benefits payable on the Plan's Form 5500. 8 Schedule I Crown Cork & Seal Company, Inc. Retirement Thrift Plan Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1996 - -------------------------------------------------------------------------------- Description of Number of Current Identity of Issue Investment Shares Cost Value ----------------- ---------- --------- ---- ---------- Travelers: Fixed Income Fund Guaranteed Contract Investment #GR-12265 - 3.5%, 7/1/98 Contract 3,615,788 $3,615,788 $3,615,788 John Hancock Mutual Life: Fixed Income Fund Guaranteed Contract # 7740 Investment GAC - 7.75%, 6/30/98 Contract 3,122,333 3,122,333 3,122,333 *Vanguard Money Market Prime (30) Registered Investment Company 195,731 195,731 195,731 Crown Cork & Seal Common Stock Common Stock 170,539 1,663,751 2,198,250 Vanguard: *Balanced Index Fund Registered Investment Company 63,893 774,285 889,392 *Explorer Fund Registered Investment Company 17,460 903,714 939,853 *Index 500 Portfolio Fund Registered Investment Company 90,867 4,732,355 6,284,395 *International Growth Fund Registered Investment Company 43,213 660,001 711,286 *Total Bond Market Fund Registered Investment Company 23,833 233,578 234,513 ----------- ----------- Total Investments at December 31, 1995 $15,901,536 $18,191,541 =========== =========== * Party-in-interest. 9 Schedule II Crown Cork & Seal Company, Inc. Retirement Thrift Plan Item 27d - Schedule of Reportable Transactions* For the Year Ended December 31, 1996 - -------------------------------------------------------------------------------- Identity of Description Aggregate Aggregate Cost Party of Purchase Selling of Net Involved Investments Price Price Assets Gain - ------------ ------------ --------- ------- ------- ------ Crown Cork & Seal Common Stock $ 458,239 $ 231,069 $ 199,162 $ 31,907 Vanguard Explorer Fund 589,466 163,932 156,035 7,897 Vanguard Index 500 Portfolio 2,010,655 547,912 446,332 101,580 Vanguard Fixed Income Fund 1,707,326 1,284,104 1,284,104 0 * Transactions or a series of transactions in excess of 5% of the current value of the Plan's assets as of the beginning of the plan year as defined in section 2520.103-6 of the Department of Labor Rules and Regulations for Reporting and Disclosure under ERISA 10 EX-23 2 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 18, 1997 appearing on Page 6 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----