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, 1999
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.
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 - 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.
Retirement Thrift Plan
By:/s/ James T. Malec
------------------
James T. Malec
Member, Benefit Plan Committee
Date: June 28, 2000
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Financial Statements as of and for the
years ended December 31, 1999 and 1998
Additional information required for Form 5500
as of and for the year ended December 31, 1999
CROWN CORK & SEAL COMPANY, INC. RETIREMENT
THRIFT PLAN
Table of Contents
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Page Number
Report of Independent Accountants 1
Basic Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 8
Additional Information *
Schedule I - Schedule of Assets Held for Investment Purposes 9
* Other supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under ERISA have
been omitted 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 statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") at
December 31, 1999 and 1998, and the changes in net assets available for benefits
for the years then ended, in conformity with accounting principles generally
accepted in the United States. These financial statements are the responsibility
of the Plan's management; 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 auditing standards generally accepted in the
United States, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets held
for investment purposes is presented for the purpose of additional analysis and
is not a required part of the basic financial statements but is supplementary
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. This supplemental schedule is the responsibility of the Plan's management.
The supplemental schedule has been subjected to the auditing procedures applied
in the audits of the basic financial statements and, in our opinion, is fairly
stated in all material respects in relation to the basic financial statements
taken as a whole.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 22, 2000
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CROWN CORK & SEAL COMPANY, INC. RETIREMENT
THRIFT PLAN
Statement of Net Assets Available for Benefits
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As of December 31,
1999 1998
---------------------------------------------
Investments, at fair value
Registered investment companies:
Vanguard 500 Index Fund $ 42,456,089 * $ 14,971,747
Vanguard Balanced Index Fund 8,562,339 * 2,246,055
Vanguard Explorer Fund 6,017,959 * 1,544,789
Vanguard International Growth Fund 3,567,039 1,370,130
Vanguard Total Bond Market Index Fund 5,434,830 * 566,288
----------------------------------------------
66,038,256 20,699,009
Vanguard Retirement Savings Trust 24,974,650 * 7,592,121
Crown Cork & Seal Company, Inc. Stock Fund 1,199,100 1,345,762
Participant Loans 1,888,304 -
----------------------------------------------
Total investments 94,100,310 29,636,892
----------------------------------------------
Asset transfer from the Crown Cork & Seal
Company, Inc. 401(k) Retirement Savings Plan
for Employees of Risdon Corporation - 24,471,702
----------------------------------------------
Receivables
Employer's contributions 202,674 29,874
Participants' contributions 774,783 339,595
----------------------------------------------
Total receivables 977,457 369,469
----------------------------------------------
Net assets available for benefits $ 95,077,767 $ 54,478,063
==============================================
<FN>
* Represents 5% or more of net assets available for benefits.
</FN>
The accompanying notes are an integral part of these financial statements.
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CROWN CORK & SEAL COMPANY, INC. RETIREMENT
THRIFT PLAN
Statement of Changes in Net Assets Available for Benefits
- --------------------------------------------------------------------------------
Year Ended December 31,
1999 1998
---------------------------------------------
Additions
Investment income:
Interest and dividend income, investments $ 3,166,079 $ 806,609
Interest income, participant loans 99,511 -
Net appreciation in fair value of investments 7,133,792 2,659,218
---------------------------------------------
10,399,382 3,465,827
---------------------------------------------
Contributions:
Employer 1,848,980 796,550
Participant 7,374,432 3,816,787
---------------------------------------------
9,223,412 4,613,337
---------------------------------------------
Asset transfers in 29,157,940 24,471,702
---------------------------------------------
Total additions 48,780,734 32,550,866
---------------------------------------------
Deductions
Payment of benefits 8,160,035 2,209,231
Administrative expenses 20,995 25,125
---------------------------------------------
Total deductions 8,181,030 2,234,356
---------------------------------------------
Net increase 40,599,704 30,316,510
Net assets available for plan benefits:
Beginning of period 54,478,063 24,161,553
---------------------------------------------
End of period $ 95,077,767 $ 54,478,063
=============================================
The accompanying notes are an integral part of these financial statements.
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CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN
Notes to Financial Statements
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NOTE 1 - DESCRIPTION OF PLAN
The following description of the Crown Cork & Seal Company, Inc. Retirement
Thrift Plan (the "Plan") provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan's
provisions.
General
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
deferrals. Participation in the Plan is determined by an 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 ("VFTC") 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.
The participant accounts of the non-salaried participants of the Crown Cork &
Seal Company, Inc. 401 (k) Retirement Savings Plan for Employees of Risdon
Corporation ("Risdon 401(k)"), the Crown Cork & Seal Company, Inc. Retirement
Thrift Plan for Non-Salaried Employees of CONSTAR International, Inc. ("CONSTAR
Thrift"), the participant accounts of the non-salaried employees of the Zeller
Plastik, Inc. 401(k) Savings Plan ("Zeller"), the Crown Cork & Seal Company,
Inc. Retirement Thrift Plan for International Association of Machinists Local
1584 of Fremont Plant No.62 ("Fremont Thrift") and the Crown Cork & Seal
Company, Inc. Retirement Thrift Plan for International Association of Machinists
Local 1528 of Modesto Plant No. 79 ("Modesto Thrift") were merged with and into
the Plan effective December 31, 1998, March 31, 1999, August 31, 1999, September
30, 1999, and September 30, 1999, respectively. The assets transferred totaled
$24,471,702 for Risdon, $17,926,398 for CONSTAR Thrift, $977,972 for Zeller,
$5,358,924 for Fremont Thrift and $4,633,372 for Modesto Thrift. An additional
amount of $261,274 in assets was transferred to VFTC for Risdon 401(k) in 1999.
During the conversion process freeze periods were enforced to restrict
transactions. Once the freeze periods were lifted participants could change
investment elections.
Contributions
Participants may elect to make basic and supplemental contributions (where
permitted) each pay period. Participants direct the investment of their
contributions into various ivestment options as listed offered by the Plan.
Basic contributions may be matched by the Company at various rates. Supplemental
contributions (where permitted) are not matched by the Company. In addition,
certain participants receive fixed contributions from the Company at varying
rates. Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocation of (a) the Company's contribution and (b) Plan earnings, and charged
with an allocation of administrative expenses. Allocations are based on
participant earnings or account balances, as defined. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
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CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Vesting
Participants are immediately vested in their contributions plus actual earnings
thereon. Vesting in the Company's matching contribution portion of their
accounts plus earnings thereon is based on various rates established in the
collective bargaining agreements or in the plan documents. A participant becomes
100 percent vested after completing 4 or 5 years of service, as defined.
Participant Loans
Former participants of the Risdon 401(k), Zeller and Modesto Thrift Plans who
became participants of the Plan through merger activity, and who had outstanding
loans with their former plans, were allowed to transfer their outstanding loan
balances to the Plan. Loan terms for participants of each of these former plans
were as follows:
Risdon 401(k) - Participants were able to obtain a loan from this plan
in an amount of $500 or more, repayable over one to five years, with no
more than one loan made to a participant in any calendar year, and no
more than two loans outstanding at any time. The amount of the loan
plus the outstanding balance of any other loan to the participant from
this plan could not exceed the lesser of 50% of the participant's
account balance or $50,000. The interest rate charged for participant
loans was fixed for the term of the loan and was based upon market
interest rates for similar loans at the time of application.
Zeller - Participants were able to obtain a loan from this plan in an
amount of $1,000 or more, repayable over one to five years, with no
more than two loans made to a participant in any calendar year, and no
more than two loans outstanding at any time. The amount of the loan
plus any outstanding balance of any other loan to the participant from
this plan could not exceed the lesser of 50% of the participant's
vested account balance or $50,000. The interest rate charged for
participant loans was determined by this plan's sponsor.
Modesto Thrift - Participants were able to borrow from their accounts a
minimum of $1,000, not to exceed 50% of the participant's vested
balance up to $50,000. The repayment of any loan could not exceed five
years, unless the loan was granted for the purpose of acquiring the
primary residence of the participant, in which case it could not exceed
thirty years or the number of full years from the date of the loan to
the participant's normal retirement date. The interest rate for each
loan was the prime rate as published in the most recent Wall Street
Journal (West Coast Edition).
Payment of Benefits
On termination of service due to retirement, attainment of age 65, permanent
plant shutdown, permanent disability, or death, the participant automatically
becomes fully vested in the Company contributions. Distributions to participants
are generally paid only in a lump sum. Certain participants have the option of
being paid through monthly installments.
Forfeited Accounts
Total unallocated forfeitures were $12,698 and $68,397 at December 31, 1999 and
1998, respectively. These amounts will be used to reduce future employer
contributions. In 1999, employer contributions were reduced by forfeitures of
$210,903.
Plan Termination
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 as a
plan 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. Although it has not expressed any intent to do so, the
Company has the right under the Plan to discontinue its contributions at any
time and to terminate the Plan subject to the provisions of ERISA. In the event
of Plan termination, participants will become 100 percent vested in their
accounts.
Investment Options
During the plan years ending December 31, 1999 and 1998, participants were able
to allocate their contributions among the following investment options:
Vanguard 500 Index Fund: Seeks to provide long-term growth of capital
and income from dividends by holding all of the 500 stocks that make up
the unmanaged Standard & Poor's 500 Composite Stock Price Index, a
widely recognized benchmark of U.S. stock market performance.
Vanguard Balanced Index Fund: Seeks to provide income and long-term
growth of capital and income by dividing its assets between indexed
portfolios of stocks (60%) and bonds (40%).
Vanguard Explorer Fund: Seeks to provide long-term growth of capital by
investing in a diversified group of small-company stocks with prospects
for above-average growth.
-5-
CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Vanguard International Growth Fund: Seeks to provide long-term growth
of capital by investing in stocks of high-quality, seasoned companies
based outside the United States. Stocks are selected from more than 15
countries.
Vanguard Total Bond Market Index Fund: Seeks to provide a high level of
interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, which is a widely recognized
measure of the entire taxable U.S. bond market.
Vanguard Retirement Savings Trust: Seeks stability of principal and a
high level of current income consistent with a two- to three-year
average maturity. The trust is a tax-exempt collective trust invested
primarily in investment contracts issued by insurance companies and
commercial banks, and similar types of fixed-principal investments. The
trust intends to maintain a constant net asset value of $1.00 per unit.
Crown Cork & Seal Company, Inc. Stock Fund: Invests in Crown Cork &
Seal stock to provide the possibility of long-term growth through
increases in the value of the stock and the reinvestment of its
dividends.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform with accounting principles
generally accepted in the United States, have been used consistently in the
preparation of the Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Financial Statement Presentation
The plan adopted Statement of Position ("SOP") 99-3, Accounting for and
Reporting of Certain Defined Contribution Benefit Plan Investments and Other
Disclosure Matters. Certain reclassifications of the 1998 amounts have been made
to conform to the 1999 presentation in accordance with SOP 99-3. This SOP
eliminated the previously required reporting of changes in net assets by
investment option for participant directed investments.
Use of Estimates
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States, requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, as well as reported amounts of additions and
deductions during the reporting period. Actual results could differ from those
estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. 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. Units of the Vanguard Retirement Savings
Trust (a common/collective trust) are valued at the net asset value of units
held by the Plan at year-end. The Company stock fund is valued at its year-end
unit closing price (comprised of year-end market price plus uninvested cash
position). Participant loans are valued at cost, which approximates fair value.
-6-
CROWN CORK & SEAL COMPANY, INC. RETIREMENT THRIFT PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
NOTE 3 - INVESTMENTS
During 1999 and 1998, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) appreciated
(depreciated) in value as follows:
1999 1998
---- ----
Registered investment companies $ 7,542,425 $ 3,426,836
Common stock (408,633) (767,618)
------------- -------------
$ 7,133,792 $ 2,659,218
============= =============
All investments are participant-directed.
NOTE 4 - RELATED PARTY TRANSACTIONS
The Plan invests in shares of registered investment companies and a
common/collective trust managed by an affiliate of VFTC. VFTC acts as trustee
for only those investments as defined by the Plan. The Plan also invests in
shares of the Company's stock through the Crown Cork & Seal Company, Inc. Stock
Fund. Transactions in such investments qualify as party-in-interest transactions
and are exempt from the prohibited transaction rules.
NOTE 5 - TAX STATUS
The Internal Revenue Service has determined and informed the Company by a letter
dated February 13, 1996 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code ("IRC"). 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 requirements
of the IRC.
-7-
Additional Information
Required for Form 5500
CROWN CORK & SEAL COMPANY, INC. RETIREMENT Schedule I
THRIFT PLAN
Schedule of Assets Held for Investment Purposes
As of December 31, 1999
- --------------------------------------------------------------------------------
Crown Cork & Seal Company, Inc. Retirement Thrift Plan, EIN 23-1526444
Form 5500, Schedule H, Part IV, Line i
Identity of Issue Investment Type Current Value
- -----------------------------------------------------------------------------------------------------------------
* Vanguard 500 Index Fund Registered Investment Company $ 42,456,089
* Vanguard Balanced Index Registered Investment Company 8,562,339
* Vanguard Explorer Fund Registered Investment Company 6,017,959
* Vanguard International Growth Fund Registered Investment Company 3,567,039
* Vanguard Total Bond Market Index Registered Investment Company 5,434,830
* Vanguard Retirement Savings Trust Common/Collective Trust 24,974,650
* Crown Cork & Seal Company, Inc. Common Stock 1,199,100
* Crown Cork & Seal Company, Inc. Retirement Thrift Plan Participant Loans (7% - 9.5%) 1,888,304
------------
Total assets held for investment purposes $ 94,100,310
============
<FN>
* Party in Interest
</FN>
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