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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, 1993
Commission file Number 1-2227
A. Full title of the plan
Van Dorn Company 401(k) Plan and Trust
6000 Lombardo Center Suite 300
Cleveland, Ohio 44131
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
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INDEX
Page(s)
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
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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.
Van Dorn Company
401(k) Plan and Trust
Date: June 29, 1994 By: /S/James T. Malec
James T. Malec
Member, Benefit Plans Committee
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Van Dorn Company
401(k) Plan and Trust
December 31, 1993
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Van Dorn Company
401(k) Plan and Trust
Index to Financial Statements
and
Supplementary Information
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 3
Notes to Financial Statements 4 - 6
Schedule I - Schedule of Assets Held for Investment
at December 31, 1993 7
Schedule II - Reportable Transactions (Transaction or
Series of Transactions) for the Year Ended
December 31, 1993 in Excess of 5% of Plan Assets 8
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Report of Independent Accountants
June 22, 1994
To the Benefit Plans Committee and Participants
of the Van Dorn Company 401(k) Plan and Trust
In our opinion, the accompanying statement 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 financial position of
the Van Dorn Company 401(k) Plan and Trust (the "Plan") at December 31, 1993
and the changes in its net assets available for plan benefits for the year 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 audit. We conducted our audit 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 audit provides a reasonable basis for the opinion expressed
above. The financial statements of the Plan for the year ended
December 31, 1992 were audited by other independent accountants whose report
dated June 29, 1993 expressed an unqualified opinion on those statements.
Our audit was made 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. Such information has been subjected to the auditing procedures
applied in the audit 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.
PRICE WATERHOUSE
Page 1
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Van Dorn Company
401(k) Plan and Trust
Statement of Net Assets Available for Plan Benefits
December 31,
1993 1992
Investments at fair value:
Common Stock:
Van Dorn Company $ 6,331,364
Crown Cork & Seal Company, Inc. $ 4,081,281
Mutual funds 11,380,242 19,532,841
Deposits with insurance companies,
at contract value 238,976
Total investments 15,461,523 26,103,181
Cash 25,275 11,378
Employer contributions receivable 27,989 42,110
Employee contributions receivable 84,052 125,788
Employee loans receivable 81,278 61,704
Net assets available for plan benefits $ 15,680,117 $ 26,344,161
The accompanying notes are an integral part of these financial statements.
Page 2
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Van Dorn Company
401(k) Plan and Trust
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
Common Stock Fund Prime Capital Spectrum Spectrum Safeco
Crown Cork Reserve Appreciation Income Growth Life
and Seal Van Dorn Fund Fund Fund Fund GIC Total
Income:
Contributions
Employee $ 82,076 $ 23,644 $ 263,918 $236,725 $ 348,745 $ 389,244 $ 1,344,352
Employer 251,808 121,879 3,952 3,372 6,848 5,873 393,732
Investment income 46,460 60,756 18,742 377,348 407,584 $ 17,368 928,258
Net realized
gain on investment 906,416 31,772 25,036 176,202 481,910 1,621,336
Net unrealized
gain/(loss)
on investment 301,883 ( 1,040,419) 38,050 105,643 605,520 10,677
1,542,183 ( 816,664) 328,626 321,925 1,014,786 1,890,131 17,368 4,298,355
Expenses:
Benefits paid
to participants
and rollovers to
other Plans ( 1,524,468) ( 66,517) ( 1,445,277)(714,505) ( 4,496,369) ( 6,635,559) ( 79,704) ( 14,962,399)
Interfund transfers 4,121,040 ( 5,507,953) 439,58 379,705 252,699 491,564 ( 176,640)
Increase (decrease)
in net assets
available for
plan benefits 4,138,755 ( 6,391,134) ( 677,066) ( 12,875) ( 3,228,884) ( 4,253,864) ( 238,976) ( 10,664,044)
Net assets at
beginning of year 6,391,134 2,715,916 528,604 6,308,851 10,160,680 238,976 26,344,161
Net assets at
end of year $ 4,138,755 $ $ 2,038,850 $515,729 $ 3,079,967 $ 5,906,816 $ $ 15,680,117
[FN]
The accompanying notes are an integral part of these financial statements.
Page 3
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Van Dorn Company
401(k) Plan and Trust
Notes to Financial Statements
Note 1 - Summary of Significant
Accounting Policies:
Effective April 16, 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 Van Dorn Company 401(k) Plan and Trust (the "Plan"). Refer to Note 4 for
further information. The Plan is administered by the Crown Cork & Seal Company,
Inc. Benefit Plans Committee.
The Plan maintains its financial records and prepares its financial statements
using the accrual basis of accounting. Purchases and sales of securities are
recorded on a trade-date basis. T. Rowe Price (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
and is directed by investment managers or a committee appointed by Crown with
regard to all other investments. The investments and changes therein of the
Trust Fund have been determined through the use of current values measured by
quoted prices in active markets for all assets of the Trust Fund, except for
deposits with insurance companies, which are reported at their contract values.
Note 2 - Description of Plan:
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 all salaried employees of the Company's corporate office,
Plastic Machinery Division ("Plastics"), and Davies Can Company, all employees
of Central States Can Company; and certain hourly employees of Davies Can
Company. On April 20, 1993, Crown sold Plastics to Mannesmann Capital
Corporation ("Mannesmann"). Employees of Plastics participating in the Plan
were given the option of continuing to participate in the Plan or rolling over
their account balances into a Mannesmann sponsored plan or into their individual
retirement accounts. Refer to Note 4 for further information. 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 provisions of the Employee
Retirement Income Security Act of 1974 (ERISA).
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, up to a
maximum of $8,994 per participant.
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. A participant's 401(k) account balance
attributable to profit sharing contributions with respect to plan years prior
to January 1, 1989 becomes fully vested upon a participant reaching five years
of service.
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Employer Contributions
Effective July 1, 1990, the Company amended its 401(k) Plan and Trust to permit
employer contributions to the Plan. The amendment provides for the Company to
match 50 percent of employee contributions up to a maximum employee
contribution of 4 percent of compensation. Employer contributions vest 100
percent after five years of service.
Forfeitures of terminated participants' nonvested accounts are offset against
employer contributions.
Investments
Participants may direct their contributions among any of the following
investments:
1. Common Stock Fund - Investing in common stock of Crown Cork & Seal.
2. Prime Reserve Fund - A money market fund investing in a diversified
portfolio of domestic and foreign U.S. dollar-denominated money market
securities to maintain a stable share price of $1.00.
3. Capital Appreciation Fund - Investing in common stocks, fixed income
securities and money market instruments.
4. Spectrum Income Fund - Investing primarily in a diversified group of
T. Rowe Price mutual funds which invest principally in fixed income
securities.
5. Spectrum Growth Fund - Investing in a diversified group of T. Rowe Price
mutual funds which invest principally in equity securities.
Distributions
Effective January 1, 1987, benefit payments from the Plan were limited to
lump sum distributions. Prior to this date, former participants could elect to
have their benefits paid to them under a variety of options over an extended
period of time.
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 100 percent vested in their
accounts.
Note 3 - Tax Status of the Plan:
The trust established under the Plan is qualified under the Internal Revenue
Code as exempt from federal income taxes. Although the Plan has received a
favorable determination letter from the IRS, it has not yet been updated for
plan amendments necessary to meet certain requirements of the Tax Reform Act of
1986. However, the plan sponsor is of the opinion that the Plan meets the IRS
requirements and therefore the trust continues to be tax exempt.
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Note 4 - Acquisition of Plan Sponsor:
On April 16, 1993, the Company was acquired by Crown at which time each share
of the Company's stock held by the Plan was converted into .542 shares of Crown
stock. The market value of each share of Crown stock on April 16, 1993 was
$38.75. Company stock at a historical cost of approximately $4.4 million was
converted to Crown stock; representing a market value of approximately $6.7
million at that date.
On April 20, 1993, Crown sold the Plastics Division to Mannesmann. Employees
of Plastics participating in the Plan transferred or rolled-over approximately
$12.2 million to either a Mannesmann sponsored plan or to their individual
retirement accounts during the year.
Note 5 - Loans to Participants:
At December 31, 1993 and 1992, receivables from employees consisted of loans to
participants in accordance with the terms set forth in the Plan agreement.
Interest rates on these loans for the year ended December 31, 1993 were 12.95%.
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Schedule I
Van Dorn Company
401(k) Plan and Trust
Schedule of Assets Held for Investment at December 31, 1993
Description Number of Cost Fair Value
Shares
Company Stock Fund
Crown Cork & Seal Company, Inc.
common stock 97,463 $ 2,631,466 $ 4,081,281 *
Mutual Funds
T. Rowe Price Prime
Reserve Fund 1,960,651 1,960,651 1,960,651 *
T. Rowe Price Capital
Appreciation Fund 39,568 469,654 500,928
T. Rowe Price Spectrum
Income Fund 274,092 2,962,627 3,045,157 *
T. Rowe Price Spectrum
Growth Fund 494,819 5,340,040 5,873,506 *
Total Investments at
December 31, 1993 $13,364,438 $ 15,461,523
* Represents more than 5% of net assets available for plan benefits as of
December 31, 1993.
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Schedule II
Van Dorn Company
401(k) Plan and Trust
Reportable Transactions
(Transaction or Series of Transactions)
for the Year Ended December 31, 1993 in Excess of 5% of Plan Assets
Aggregate Aggregate
Number of Number Cost of Proceeds Cost Net Gain
Description of Assets Purchases of Sales Purchases from Sales of Asset on Sale
Crown Cork & Seal Company, Inc.
common stock 62 315 $ 432,195 $3,045,200 $2,138,784 $906,416
T. Rowe Price Spectrum
Income Fund 388 322 1,489,430 4,991,010 4,814,808 176,202
T. Rowe Price Spectrum
Growth Fund 171 302 1,516,662 6,838,610 6,356,700 481,910
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