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, 2001
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 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, 2002
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Financial Statements as of and for the
years ended December 31, 2001 and 2000
Additional information required for Form 5500
as of and for the year ended December 31, 2001
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
Statements of Net Assets Available for Benefits 2
as of December 31, 2001 and 2000
Statements of Changes in Net Assets Available for Benefits 3
for the years ended December 31, 2001 and 2000
Notes to Financial Statements 4 - 7
Additional Information *
Schedule I - Schedule of Assets (Held at End of Year) 8
* Other supplemental schedules required by Section 2520.103-10 of the Department
of Labor Rules and Regulations for Reporting and Disclosure under the
Employee Retirement Income Security Act of 1974 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 statements of net assets available for benefits
and the related statements 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, 2001 and 2000, 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 of America. 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 of America, 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 our audits provide a reasonable basis for our opinion.
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
at end of year) 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. The
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.
/s/ PricewaterhouseCoopers LLP
Philadelphia, PA
June 21, 2002
1
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Statements of Net Assets Available for Benefits
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As of December 31,
2001 2000
---------------------------------------
Investments, at fair value
Registered investment companies:
Vanguard 500 Index Fund $ 31,972,151 * $ 39,059,463 *
Vanguard Balanced Index Fund 7,804,786 * 8,288,511 *
Vanguard Explorer Fund 8,015,582 * 8,184,128 *
Vanguard International Growth Fund 2,762,605 3,465,073
Vanguard Total Bond Market Index Fund 6,809,696 * 5,753,856 *
------------ ------------
57,364,820 64,751,031
Vanguard Retirement Savings Trust 25,564,132 * 24,356,058 *
Crown Cork & Seal Company, Inc. Stock Fund 1,338,597 1,582,795
Participant Loans 3,031,126 2,986,253
------------ ------------
Total investments 87,298,675 93,676,137
------------ ------------
Receivables
Employer's contributions 129,984 156,960
Participants' contributions 480,513 580,521
------------ ------------
Total receivables 610,497 737,481
------------ ------------
Net assets available for benefits $ 87,909,172 $ 94,413,618
============ ============
<FN>
* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
</FN>
2
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Statements of Changes in Net Assets Available for Benefits
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Year Ended December 31,
2001 2000
------------ ------------
Additions
Investment income:
Interest and dividend income, investments $ 2,569,038 $ 4,506,031
Interest income, participant loans 297,119 168,115
Net depreciation in fair value of investments (7,553,732) (7,237,807)
------------ ------------
(4,687,575) (2,563,661)
------------ ------------
Contributions:
Employer 2,260,999 2,499,424
Participant 6,996,621 8,173,976
------------ ------------
9,257,620 10,673,400
------------ ------------
Total additions 4,570,045 8,109,739
------------ ------------
Deductions
Payment of benefits 11,055,735 8,728,618
Asset transfers out - 20,253
Administrative expenses 18,756 25,017
------------ ------------
Total deductions 11,074,491 8,773,888
------------ ------------
Net decrease (6,504,446) (664,149)
Net assets available for plan benefits:
Beginning of year 94,413,618 95,077,767
------------ ------------
End of year $ 87,909,172 $ 94,413,618
============ ============
<FN>
The accompanying notes are an integral part of these financial statements.
</FN>
3
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.
During 1999, the Company sold a segment of the Composite Can division. As a
result of this transaction, participant accounts of former Composite Can
employees were transferred out of the Plan in 2000 in the amount of $20,253.
Contributions
Participants may elect to make basic and supplemental contributions (where
permitted) each pay period. Contribution amounts are subject to certain
limitations, $10,500 in 2001 and 2000, as prescribed by law. Participants direct
the investment of their contributions into various investment options 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.
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.
4
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
Participant Loans
The Plan does not generally allow participants to take loans from their
accounts. However, in some circumstances participants who are employees of
certain divisions of the Company and participants who are former participants of
certain plans, which have merged into the Plan, are allowed loans from their
accounts. Generally, these participants may borrow from their vested accounts a
maximum of the lesser of $50,000 or 50% of their account balance. The loans are
secured by the balance in the participant's account and bear interest at
prevailing interest rates. Principal and interest are paid ratably through
monthly payroll deductions.
Payment of Benefits
On termination of service due to retirement, attainment of age 65, permanent
plant shutdown, permanent disability, or death, the participant, or his or her
beneficiary, automatically becomes fully vested in the Company contributions.
Distributions to participants are generally paid in a lump sum. Certain
participants have the option of being paid in monthly installments.
Forfeited Accounts
Total unallocated forfeitures, which will be used to reduce future employer
contributions, were $175,952 and $110,648 at December 31, 2001 and 2000,
respectively. In 2001 and 2000, no forfeitures were used to offset employer
contributions.
Plan Termination
The Company reserves the right to retroactively amend or modify any of the
provisions of the Plan in any respect 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.
NOTE 2 - SUMMARY OF ACCOUNTING POLICIES
The following accounting policies, which conform with accounting principles
generally accepted in the United States of America, 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.
Use of Estimates
The preparation of financial statements, in conformity with accounting
principles generally accepted in the United States of America, 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.
5
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
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.
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.
NOTE 3 - INVESTMENTS
During 2001 and 2000, the Plan's investments (including gains and losses on
investments bought and sold, as well as held during the year) depreciated in
value as follows:
Year Ended December 31,
2001 2000
---- ----
Registered investment companies $ (6,076,888) $ (6,284,264)
Common stock (1,476,844) (953,543)
--------------------------------
Net depreciation in fair value of investments $ (7,553,732) $ (7,237,807)
================================
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.
6
CROWN CORK & SEAL COMPANY, INC.
RETIREMENT THRIFT PLAN
Notes to Financial Statements
- --------------------------------------------------------------------------------
NOTE 5 - TAX STATUS
The Internal Revenue Service determined and informed the Company by letter dated
February 13, 1996 that the Plan was qualified under Internal Revenue Code
("IRC") Section 401(a). The Plan has subsequently been amended and restated
since receiving the determination letter. The Plan has filed an application for
a new determination letter, which is currently pending. However, the Company
believes 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. Schedule I
RETIREMENT THRIFT PLAN
Schedule of Assets (Held at End of Year)
As of December 31, 2001
- ------------------------------------------------------------------------------------------------------------------------------------
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 $ 31,972,151
* Vanguard Balanced Index Fund Registered Investment Company 7,804,786
* Vanguard Explorer Fund Registered Investment Company 8,015,582
* Vanguard International Growth Fund Registered Investment Company 2,762,605
* Vanguard Total Bond Market Index Fund Registered Investment Company 6,809,696
* Vanguard Retirement Savings Trust Common/Collective Trust 25,564,132
* Crown Cork & Seal Company, Inc. Common Stock Fund 1,338,597
* Crown Cork & Seal Company, Inc. Retirement Thrift Plan Participant Loans (7.75% - 10.50%) 3,031,126
------------
Total Assets (Held at End of Year) $ 87,298,675
============
<FN>
* Party in Interest
</FN>
8