1
THIS DOCUMENT IS A COPY OF THE FORM 11-K PREVIOUSLY
FILED ON JUNE 30, 1995 PURSUANT TO A RULE 201
TEMPORARY HARDSHIP EXEMPTION
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, 1994
Commission File Number 1-2227
A. Full title of plan:
Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership 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.
9300 ASHTON ROAD
PHILADELPHIA, PA 19136
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2
INDEX
Pages
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 14
Exhibit 23 - Consent of Independent Accountants 15
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3
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) Savings and Employee Stock Ownership Plan
Date: June 29, 1995 By: James T. Malec
Member, Benefit Plan Committee
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4
Crown Cork & Seal
Company, Inc. 401(k)
Retirement Savings Plan
Financial Statements
December 31, 1994
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5
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Financial Statements
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
Notes to Financial Statements 4-7
Schedule I - Schedule of Assets Held for Investment
at December 31, 1994 8
Schedule II - Reportable Transactions (Transaction or
Series of Transactions) for the Year Ended
December 31, 1994 in Excess of 5% of Plan Assets 9
Note: Other schedules required by ERISA are not applicable.
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Report of Independent Accountants
The Benefit Plans Committee and Participants
of the Crown Cork & Seal Company, Inc.
401(k) Retirement Savings 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. 401(k) Retirement Savings
Plan (the "Plan") at December 31, 1994 and 1993, and the changes in its net
assets available for plan benefits for the year ended December 31, 1994, 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 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
Philadelphia, Pennsylvania
June 22, 1995
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7
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits
December 31, 1994 and 1993
December 31,
1994 1993
Assets:
Investments:
Fixed Income Fund $ 70,112,269 $ 81,553,363
Crown Stock Fund 29,052,762 30,441,450
Vanguard Index Trust (formerly the
Diversified Equity Fund) 9,197,853 8,401,130
Vanguard International Growth Portfolio 2,646,997
Vanguard Explorer Fund 1,422,657
Vanguard Balanced Index Fund 987,774
Vanguard Bond Index Fund 226,356
Participant loans receivables 357,856 584,840
Total investments 114,004,524 120,980,783
Cash and cash equivalents 4,299,853 1,723,277
Employer contributions receivable 105,504 257,309
Employee contributions receivable 304,571 296,575
Receivables due from other 603,931
Liabilities:
Accrued Plan expenses (98,628)
Net assets available for plan benefits $118,714,452 $123,763,247
[FN]
The accompanying notes are an integral part of these financial statements.
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8
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, with Fund
Information
For the Year Ended December 31, 1994
Vanguard Vanguard Vanguard Vanguard
Fixed Crown Index International Vanguard Balanced Bonf
Income Stock Trust Growth Portfolio Explorer Index Index Participant
Fund Fund Fund Fund Fund Fund Fund Loans Total
Income:
Contributions:
Employer $ 831,626 $ 831,626
Participants $ 1,400,933 1,628,037 $ 556,666 $ 151,120 $ 85,973 $ 65,706 $ 27,272 3,915,707
Participant loan
repayments 111,827 74,191 35,236 11,036 9,213 2,662 0 208 $(244,373)
Investment income 4,718,063 278,791 34,803 75,951 35,697 17,158 41,776 5,202,239
Net realized losses
on investments (153,227) (20,234) (6,868) (9,847) (8,746) 10,488) (209,410)
Net unrealized losses
on investments (2,680,069) (137,862) (53,086) (67,796) (30,141) (12,846) (2,981,800)
Other receipts 12,940 44,077 96 192 96 57,401
Expenses:
Distributions to
participants (10,434,366) (865,556) (443,654) (42,124) (21,436) (26,352) (6,683) (24,387) (11,864,558)
Interfund transfers (4,406,827) (1,216,006) 529,495 2,566,036 1,358,330 954,946 214,026
Increase (decrease)
in net assets
available for plan
benefits (8,597,430) (2,336,927) 798,534 2,661,109 1,430,484 993,772 228,647 (226,984) (5,048,795)
Net assets at
beginning of year 83,117,885 31,617,197 8,443,325 584,840 123,763,247
Net assets at
end of year $ 74,520,455 $29,280,270 $9,241,859 $2,661,109 $1,430,484 $993,772 $228,647 $ 357,856 $118,714,452
The accompanying notes are an integral part of these financial statements
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9
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1994
1. Summary of Significant Accounting Policies
Basis of Presentation. The Plan (formerly the Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan) maintains its financial
records and prepares its financial statements using the accrual basis of
accounting. Purchases and sales of investments are recorded on the trade date.
Investment income earned, but not received, is accrued. Distributions to
participants are recorded in the period when remitted to participants.
Investments in securities listed on a national exchange are valued on the basis
of year-end closing prices. Guaranteed investment contracts are stated at
contract value. Other investments not having an established market are valued
at fair value as determined by the trustee.
Realized gain or loss on the sale of investments is determined based on
average cost. Such gains and losses are computed on a current value basis for
Form 5500. A difference may result in the classification between realized and
unrealized, but the total gain or loss will be unaffected.
Cash Equivalents. Cash equivalents include all highly liquid instruments
purchased with an original maturity of less than three months.
2. Description of Plan
The general purpose of the Plan is to provide a convenient method by which
eligible employees may save regularly through salary elections and through
Company matching contributions. Generally, salaried employees are eligible to
participate in the Plan after completing one year of service and attaining
age 21. The Plan is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
The Plan has two components: a participant salary deferral 401(k) component and
a Company matching contribution component. The salary deferral 401(k) portion
of the Plan allows before-tax employee contributions of 2 to 12% of annual
compensation. The Plan also allows after-tax employee contributions of 1 to 8%
of annual compensation. Contribution rates are subject to certain limitations,
as prescribed by law. The Company makes matching contributions equal to 50% of
the employee's contribution, up to a maximum of 3% of compensation. Company
contributions are made in the form of Company common stock.
Effective January 1, 1994, the Plan's investment fund options were broadened to
provide participants an expanded range of investment options and available
diversification in accordance with government regulations. Options marked with
an asterisk (*) represent the new investment options available in 1994.
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Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1994
A brief description of available investment options follows:
(1) Fixed Income Fund - A fixed income fund which invests primarily in
investment contracts issued by insurance companies, commercial banks and
other similar types of fixed principal investments.
(2) Crown Stock Fund - A fund which invests primarily in shares of Company
common stock.
(3) Vanguard Index Trust Fund (Formerly the Diversified Equity Fund) - A
growth and income stock fund which invests in all stocks included in the
Standard & Poor's 500 Index in approximately the same proportions as they
are represented in the S&P index.
*(4) Vanguard International Growth Portfolio Fund - An international stock
fund which invests in the common stocks of seasoned foreign corporations
located outside the United States.
*(5) Vanguard Explorer Fund - An aggressive growth stock fund which invests in
the common stocks of small companies.
*(6) Vanguard Balanced Index Fund - A balanced fund which invests 60% of its
assets in a portfolio of stocks expected to parallel the returns of the
Wilshire 500 Index and 40% of its assets in a fixed income portfolio that
is structured to track the Lehman Brothers Aggregate Bond Index.
*(7) Vanguard Bond Index Fund - An intermediate-term bond fund which invests
in a combination of securities expected to perform similarly to the Total
Bond Market Portfolio of Lehman Brothers Aggregate Bond Index.
All employee contributions are 100% vested when contributed to the Plan. Company
matching contributions vest 25% for each year of service. Upon the completion
of four years of service all Company matching contributions vest immediately.
Participants are eligible to receive distributions of the vested portions of
their account balance upon meeting certain criteria as specified in the Plan
document. All distributions are paid in a lump sum or periodic annuity payments
(either cash or Company stock).
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Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1994
The Plan is administered by the Benefit Plans Committee (the ''Committee'').
The Committee had appointed Citibank as the trustee and ERISCO as the
participant recordkeeper for the Plan years 1992 and 1993. However, during
1993, the Committee appointed The Vanguard Group ("Vanguard") to assume both
trustee and recordkeeping responsibilities beginning in 1994. In connection
with this change, a significant portion of the Plan's assets were transferred
to Vanguard on December 31, 1993 with residual transfers occurring in January
1994.
In the event of Plan termination, each participant will become fully vested and
will be entitled to receive a benefit equalling the participant's interest in
the Plan, including that portion attributable to Company contributions.
3. Investments
As of December 31, 1994 and 1993, the Plan held the following investments which
exceeded 5% of the total fair value of Plan assets:
1994 1993
Fixed Income Fund (contract value):
American International Life Assurance
Company #18102 $ 8,971,316
Bankers Trust #92-494-1 $10,005,025 9,488,720
Metropolitan Life Insurance
Company #GAC-12704 6,208,891
Morgan Bank Delaware #569-A 7,493,365
Northwest National Life Insurance
#GA-21943-2 6,355,014
The Prudential Asset Management Group 7,270,783
Company Stock Fund 29,052,762 30,441,450
Vanguard Index Trust Fund (Formerly the
Diversified Equity Fund) 9,197,853 8,401,130
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Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1994
4. 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 Company has applied for a determination letter for the Plan from the IRS.
The determination letter is subject to review by the IRS. The Committee
anticipates receiving a favorable determination letter from the IRS, and
accordingly, the Trust is not subject to federal or local income taxes.
5. Insurance Company Seizure
On August 11, 1994, regulators in both the United States and Canada seized
control of Confederation Life Insurance Company. The action was taken to
prevent the possibility of massive demands for cash following a failed business
combination. At the time of the seizure, the Plan's Fixed Income Fund included
an investment contract with a value of approximately $4.8 million. The
recognition of interest income was suspended coincident with the seizure on
August 11, 1994. The portion of participants' account balances related to this
investment are not subject to withdrawal except in very limited circumstances
(e.g., hardships and death).
The regulators have not released financial information sufficient to indicate
the extent of recovery for participants invested in Confederation Life
contracts. However, neither the Company nor the Committee has been informed
that a loss has or will be incurred and, accordingly, no provision for loss has
been recorded in the accompanying financial statements.
6. Subsequent Event
Effective January 1995, the Committee approved the availability of loans
subject to satisfaction of the hardship provisions of the amended plan
document. Prior to this change, loans were not available to participants
subsequent to April 1, 1991, coincident with the Company's acquisition of
Continental Can Company (the former Plan sponsor). Participants should refer
to the Plan's Summary Plan Description for further information.
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13
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Schedule of Assets Held for Investment at December 31, 1994
Units
Description Outstanding Cost Fair Value
Fixed Income Fund
Insurance contracts:
American International Life Assurance
Company #18102 $ 5,724,919 $ 5,724,919
Aetna Life Insurance Company #P45730 216,265 216,265
Bankers Trust #92-494-1 10,005,025 10,005,025*
Confederation Life Insurance
Company #62469 (in receivership (1)) 4,751,245 4,751,245
Continental Assurance Company #GP-12719 3,021,502 3,021,502
Continental National Assurance #12747 4,864,453 4,864,453
Hartford Life Insurance Company #9361 5,095,950 5,095,950
Metropolitan Life Insurance
Company #GAC-12704 6,208,891 6,208,891*
Massachusetts Mutual PGIC #10490 2,303,423 2,303,423
New York Life #GAC-6495 5,327,978 5,327,978
New York Life #GAC 30025 5,131,472 5,131,472
Peoples Insurance Security Company
#BDA00036TR-1 4,004,292 4,004,292
Peoples Insurance Security Company
#BDA00036TR-2 2,047,312 2,047,312
Peoples Insurance Security Company
#BDA00036TR-3 1,500,598 1,500,598
Peoples Insurance Security Company
#BDA00036TR-4 2,513,673 2,513,673
The Prudential Asset Management Group
#6852 7,270,783 7,270,873*
Other assets 124,398 124,398
Total Fixed Income Fund 70,112,269 70,112,269
Crown Stock Fund Crown Cork & Seal
Company, Inc. common stock 769,609.6 19,152,868 29,052,762*
Vanguard Index Trust Fund 214,052.9 9,335,716 9,197,853*
Vanguard International Growth Portfolio 197,095.8 2,700,083 2,646,997
Vanguard Explorer Fund 33,193.1 1,490,452 1,422,657
Vanguard Balanced Index Fund 95,529.0 1,017,915 987,774
Vanguard Bond Index Fund 24,884.5 239,203 226,356
Participant loans receivables 357,856 357,856
Total Investments at December 31, 1994 $104,406,362 $114,004,524
[FN]
* Represents more than 5% of net assets available for plan benefits as of
December 31, 1994
(1) See Note 5 to accompanying financial statements.
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14
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Reportable Transactions (Transaction or Series of Transactions)
For the Year Ended December 31, 1994 in Excess of 5% of Plan Assets
Aggregate Aggregate
Number of Number of Cost of Proceeds Net (loss)
Description of Assets Purchases of Sales Purchases from Sales Cost on Sale
Fixed Income Fund 133 147 $14,169,732 $23,323,532 $23,323,532
Crown Stock Fund 71 99 5,904,448 4,594,528 4,747,755 $(153,227)
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