-----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, MlrpUMmUoPA/s+RHQX6eL7ANFFvMSxDRFunZW+C5vs/6mKfo4F1dSnfu/+rzvyCY EZ8UHkftyaslcuOFcuOjig== 0000950159-98-000176.txt : 19980630 0000950159-98-000176.hdr.sgml : 19980630 ACCESSION NUMBER: 0000950159-98-000176 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19971231 FILED AS OF DATE: 19980629 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: SEC FILE NUMBER: 001-02227 FILM NUMBER: 98656843 BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215-698-5100 11-K 1 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, 1997 Commission file number 1-2227 E. Full title of the plan: Crown Cork & Seal Company, Inc. 401(K) Retirement Savings Plan for Employees of Van Dorn Company 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 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 for Employees of Van Dorn Company By: /s/ James T. Malec -------------------------------- James T. Malec Member, Benefit Plan Committee Date: June 29, 1998 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Financial Statements and Supplemental Information December 31, 1997 and 1996 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Financial Statements and Supplemental Information December 31, 1997 and 1996 - -------------------------------------------------------------------------------- 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 Purposes 8 Schedule II - Schedule of Reportable Transactions 9 Note: Other schedules required by ERISA are not applicable. Report of Independent Accountants June 19, 1998 To the Benefit Plans Committee and Participants of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company In our opinion, the accompanying statements 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 for Employees of Van Dorn Company (the "Plan") at December 31, 1997 and 1996, 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 accounting 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. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Statement of Net Assets Available for Plan Benefits December 31, 1997 and 1996 - --------------------------------------------------------------------------------
1997 1996 ---- ---- Investments at fair value; Crown Cork & Seal Common Stock* $ 3,708,528 $ 3,744,525 T. Rowe Price Mutual Funds: Prime Reserve Fund* 1,465,040 2,199,564 Capital Appreciation Fund* 1,188,230 996,708 Spectrum Income Fund* 2,566,590 2,306,605 Spectrum Growth Fund* 6,968,257 6,162,855 Participant Loan Fund 234,395 224,092 ------------ ------------ Total investments 16,131,040 15,634,349 Employer contributions receivable 21,353 -- Employee contributions receivable 71,178 -- Loan principal repayment receivable 5,067 -- Loan interest repayment receivable 1,734 -- Administrative expenses payable (9,200) (9,200) ------------ ------------ Net assets available for plan benefits $ 16,221,172 $ 15,625,149 ============ ============ * Represents more than 5% of net assets available for plan benefits at December 31, 1997.
The accompanying notes are an integral part of these financial statements. - 2 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1997 - --------------------------------------------------------------------------------
Fund Information --------------------------------------------------------------------------------- T. Rowe Price ------------------------------------------------- Crown Cork & Seal Prime Capital Spectrum Spectrum Participant Common Reserve Appreciation Income Growth Loan Stock Fund Fund Fund Fund Fund Total Additions: Contributions: Employer $ 220,161 $ 220,161 Employee 64,415 $ 158,043 $ 137,256 $ 169,382 $ 242,791 771,887 Investment income 71,349 92,517 146,978 178,637 706,155 $ 19,093 1,214,729 Net appreciation/(depreciation) in fair value of investments (301,030) -- 19,786 94,546 356,142 169,444 ------------ ---------- ---------- ---------- ---------- ---------- ----------- 54,895 250,560 304,020 442,565 1,305,088 19,093 2,376,221 Deductions: Benefits paid to participants and rollovers to other plans (189,812) (857,168) (74,873) (70,531) (533,891) (41,108) (1,767,383) Transfers: Loan principal repayment 6,877 11,723 7,583 15,260 15,047 (56,490) Loan interest allocated 2,001 4,638 2,573 5,145 4,736 (19,093) Loans issued (40,693) (18,731) (10,167) (12,746) (25,564) 107,901 Interfund transfers 158,174 (98,381) (23,174) (102,109) 65,490 Administrative expenses (12,815) (12,815) ------------ ---------- ---------- ---------- ---------- ---------- ----------- (63,453) (970,734) (98,058) (164,981) (474,182) (8,790) (1,780,198) Net increase/(decrease) in net assets available for plan benefits (8,558) (720,174) 205,962 277,584 830,906 10,303 596,023 Net assets at beginning of year 3,744,525 2,190,364 996,708 2,306,605 6,162,855 224,092 15,625,149 ------------ ---------- ---------- ---------- ---------- ---------- ----------- Net assets at end of year $ 3,735,967 $1,470,190 $1,202,670 $2,584,189 $6,993,761 $ 234,395 $16,221,172 ============ ========== ========== ========== ========== ========== ===========
The accompanying notes are an integral part of these financial statements. -3- Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1996 - --------------------------------------------------------------------------------
Fund Information --------------------------------------------------------------------------------- T. Rowe Price ------------------------------------------------- Crown Cork & Seal Prime Capital Spectrum Spectrum Participant Common Reserve Appreciation Income Growth Loan Stock Fund Fund Fund Fund Fund Total Additions: Contributions: Employer $ 224,975 $ 224,975 Employee 50,298 $ 157,544 $ 146,363 $ 178,514 $ 252,424 785,143 Investment income 79,839 105,366 92,496 201,947 427,375 $ 28,655 935,678 Net appreciation/(depreciation) in fair value of investments 970,831 51,549 (22,760) 755,175 1,754,795 ---------- ---------- ---------- ---------- ---------- ---------- ------------ 1,325,943 262,910 290,408 357,701 1,434,974 28,655 3,700,591 Deductions: Benefits paid to participants and rollovers to other plans (904,904) (507,552) (208,959) (797,287) (1,821,420) (102,453) (4,342,575) Transfers: Loan principal repayment 7,215 14,424 9,728 22,027 23,612 (77,006) Loan interest allocated 3,039 5,725 3,958 7,664 8,269 (28,655) Loans issued (17,617) (28,958) (11,704) (27,590) (32,150) 118,019 Interfund transfers (323,933) 209,528 92,197 (75,718) 97,926 Administrative expenses (16,389) (16,389) ---------- ---------- ---------- ---------- ---------- ---------- ------------ (1,236,200) (323,222) (114,780) (870,904) (1,723,763) (90,095) (4,358,964) Net increase/(decrease) in net assets available for plan benefits 89,743 (60,312) 175,628 (513,203) (288,789) (61,440) (658,373) Net assets at beginning of year 3,654,782 2,250,676 821,080 2,819,808 6,451,644 285,532 16,283,522 ---------- ---------- ---------- ---------- ---------- ---------- ------------ Net assets at end of year $3,744,525 $2,190,364 $ 996,708 $2,306,605 $6,162,855 $ 224,092 $ 15,625,149 ========== ========== ========== ========== ========== ========== ============
The accompanying notes are an integral part of these financial statements. -4- Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Notes to Financial Statements December 31, 1997 and 1996 - -------------------------------------------------------------------------------- 1. Summary of Significant Accounting Policies The Plan 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 of securities are recorded on a trade-date basis. Shares of registered investment companies are valued at quoted market prices which represent the net asset values of shares held by the Plan at year end. The Company stock is valued at its quoted market price at year end. Participant notes receivable are valued at cost which approximates fair value. T. Rowe Price Retirement Plan Services, Inc. (the "Trustee") manages a Trust Fund for the Plan under the terms of a trust agreement. All of the Plan's investments and cash are held in the Trust Fund. The Trustee has been granted discretionary authority with regard to the investment of temporary cash balances. 2. Description of Plan The following description of the Plan provides only general information. Participants should refer to the Plan agreement for a more complete description of Plan's provisions. In 1993, the Van Dorn Company (the "Company") was acquired by Crown Cork & Seal Company, Inc. ("Crown") at which time Crown became the sponsor of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company (the "Plan"), formerly the Van Dorn Company 401(k) Plan and Trust. The Company was legally dissolved as of December 31, 1996. The Plan is administered by the Crown Cork & Seal Company, Inc. Benefit Plans Committee. General. The Plan is a defined contribution plan designed to provide a convenient method by which eligible employees may save regularly through salary elections and through sponsor matching contributions. The Plan covers salaried employees of the Company's corporate office, Central States Can Company and Davies Can Company. Employees are eligible to participate in the Plan after completing one year of service and attaining the age of 21. The Plan is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). On June 17, 1996, Crown sold Davies Can Company ("Davies"), a division of the Company, to Brockway Standard, Inc. ("Brockway"), a subsidiary of BWAY Corporation. Employees of Davies participating in the Plan were given the option of either rolling over their account balances into the Brockway sponsored plan or their individual retirement accounts or keeping their balances invested with the Plan. Their accounts became fully vested at termination. -5- Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Notes to Financial Statements December 31, 1997 and 1996 - -------------------------------------------------------------------------------- Employee Contributions. Employees who participate in the Plan can direct the Company to withhold wages and make tax deferred contributions on their behalf. Contributions may range from 1 percent to 16 percent of annual compensation, plus bonuses, subject to certain limitations. A participant's 401(k) account balance attributable to tax deferred contributions, taxable employee contributions, and rollover contributions is 100 percent vested at all times. Loans. 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). Employer Contributions. The Company matches 50 percent of employee contributions up to a maximum employee contribution of 4 percent of compensation. Employer contributions vest 100 percent over five years of service. All employer matching contributions are invested automatically in the Crown Cork & Seal Common Stock Fund. Forfeitures of $12,815 and $16,381 were applied against administrative expenses during 1997 and 1996, respectively. Total unallocated forfeitures were $16,308 and $27,166 at December 31, 1997 and 1996, respectively. Investments. Participants may direct their contributions among any of the following investment options: 1. Crown Cork and Seal Common Stock - Investing in Crown common stock. 2. T. Rowe Price Prime Reserve Fund - A money market fund investing in a diversified portfolio of domestic and foreign U.S. dollar-denominated high-quality money market securities. 3. T. Rowe Price Capital Appreciation Fund - Investing primarily in common stocks. The fund may hold fixed income and other securities. 4. T. Rowe Price Spectrum Income Fund - Investing primarily in domestic bond funds and also in two foreign bond funds. The fund may allocate 25% of assets to a stock fund. 5. T. Rowe Price Spectrum Growth Fund - Investing primarily in domestic stock funds and also in a foreign stock fund. Distributions. Benefit payments from the Plan are limited to lump sum distributions. Plan Termination. Although it has not expressed any intent to do so, Crown has the right under the Plan to terminate the Plan subject to the provisions of ERISA. In the event of Plan termination, participants will become fully vested in their accounts. -6- Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Notes to Financial Statements December 31, 1997 and 1996 - -------------------------------------------------------------------------------- 3. Tax Status of the Plan The Company has received a favorable determination letter, dated February 22, 1996, from the Internal Revenue Service (IRS) and accordingly, the Trust is not subject to federal or local income taxes. 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 provisions of the Internal Revenue Code. 4. Related Party Transactions Certain Plan investments are shares of mutual funds managed by the Trustee and Crown common stock. Therefore, these transactions qualify as parties-in-interest transactions which are exempt from the prohibited transactions rules. -7- Schedule I Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Schedule 27a - Schedule of Assets Held for Investment Purposes at December 31, 1997 - --------------------------------------------------------------------------------
Description Number Current Identity of issue of Investment of Shares Cost Value ----------------- ------------- --------- ---- ------- Crown Cork & Seal Common Common Stock 73,986 $ 2,585,547 $ 3,708,528 Stock* T. Rowe Price Prime Registered Investment Company 1,465,040 1,465,040 1,465,040 Reserve Fund* T. Rowe Price Capital Registered Investment Company 80,777 1,115,320 1,188,230 Appreciation Fund* T. Rowe Price Spectrum Registered Investment Company 220,119 2,407,329 2,566,590 Income Fund* T. Rowe Price Spectrum Registered Investment Company 437,430 5,420,208 6,968,257 Growth Fund* Participant Loan Fund (at 9.25% - 12.95% interest rates, maturities ranging from 1998 to 2002) 234,395 234,395 ----------- ----------- Total assets held for investment purposes at December 31, 1997 $13,227,839 $16,131,040 =========== =========== * Party-in-interest.
-8- Schedule II Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Schedule 27d - Schedule of Reportable Transactions* For the Year Ended December 31, 1997 - --------------------------------------------------------------------------------
Aggregate Description Purchase Selling Cost of Net Identity of Party Involved of Asset Price Price Asset Gain - -------------------------- ----------- -------- --------- ------- ---- Crown Cork & Seal Co., Inc. Common Stock $ 551,678 $ 304,208 $ 215,497 $ 88,711 T. Rowe Price Prime Reserve Fund Registered Investment Co. 431,559 1,165,763 1,165,763 -- T. Rowe Price Spectrum Growth Fund Registered Investment Co. 1,157,430 707,998 548,165 159,833 * 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 unde ERISA.
-9- EX-23 2 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-61240) of Crown Cork & Seal Company, Inc. of our report dated June 19, 1998 appearing on page 6 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 26, 1998 -----END PRIVACY-ENHANCED MESSAGE-----