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, 1996 Commission File Number 1-2227 G. Full title of the plan: Crown Cork & Seal Company, Inc. 401(K) Retirement Savings Plan for Employees of Van Dorn Company H. 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 15 Exhibit 23 - Consent of Independent Accountants................ 16 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 25, 1997 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Financial Statements and Supplemental Information December 31, 1996 and 1995 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Financial Statements and Supplemental Information December 31, 1996 and 1995 - ------------------------------------------------------------------------------- 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 18, 1997 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 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 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, 1996 and 1995 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 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 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 WATHERHOUSE 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, 1996 and 1995 - -------------------------------------------------------------------------------- December 31, 1996 1995 Investments at fair value: Crown Cork & Seal Common Stock* $ 3,744,525 $ 3,608,902 T. Rowe Price Mutual Funds: Prime Reserve Fund* 2,199,564 2,234,072 Capital Appreciation Fund* 996,708 821,817 Spectrum Income Fund* 2,306,605 2,808,447 Spectrum Growth Fund* 6,162,855 6,442,502 Participant Loan Fund 224,092 285,532 ------------ ------------ Total investments 15,634,349 16,201,272 Employer contributions receivable 20,048 Employee contributions receivable 62,202 Administrative expenses payable (9,200) ------------- ------------ Net assets available for plan benefits $15,625,149 $16,283,522 ============= ============ * Represents more than 5% of net assets available for plan benefits at December 31, 1996. 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, 1996 - -------------------------------------------------------------------------------- T. Rowe Price -------------------------------------------------- Crown Cork & Seal Prime Capital Spectrum Spectrum Participant Common Stock Reserve Appreciation Income Growth Loan Fund 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 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) ----------- ----------- ---------- ---------- ---------- --------- ----------- Increase 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. - 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, 1995 - -------------------------------------------------------------------------------- T. Rowe Price -------------------------------------------------- Crown Cork & Seal Prime Capital Spectrum Spectrum Participant Common Stock Reserve Appreciation Income Growth Loan Fund Fund Fund Fund Fund Fund Total ---- ---- ---- ---- ---- ---- ----- Additions: Contributions Employer $ 267,317 $ 267,317 Employee 107,478 $ 214,352 $ 157,407 $ 209,644 $ 270,487 959,368 Investment income 119,159 63,864 191,801 432,022 $ 22,266 829,112 Net appreciation in fair value of investments 438,745 91,969 274,580 1,065,858 1,871,152 ---------- ---------- --------- ----------- --------- --------- ---------- 813,540 333,511 313,240 676,025 1,768,367 22,266 3,926,949 Deductions: Benefits paid to participants and rollovers to other plans (496,864) (181,398) (153,603) (214,503) (499,700) (1,546,068) Transfers Loan principal repayment 4,804 9,505 8,019 14,129 15,973 (52,430) Loan interest allocated 1,708 4,090 3,065 5,938 7,465 (22,266) Loans issued (31,612) (23,000) (19,694) (36,140) (51,611) 162,057 Interfund transfers ( 74,234) (40,887) 27,048 (19,316) 107,389 ----------- ----------- ---------- ----------- ---------- --------- ----------- Increase in net assets available for plan benefits 217,342 101,821 178,075 426,133 1,347,883 109,627 2,380,881 Net assets at beginning of year 3,437,440 2,148,855 643,005 2,393,675 5,103,761 175,905 13,902,641 ----------- ----------- --------- ---------- ---------- ---------- ----------- Net assets at end of year $3,654,782 $2,250,676 $821,080 $2,819,808 $6,451,644 $285,532 $16,283,522 ========== ========== ======== ========== ========== ======== =========== 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, 1996 and 1995 - -------------------------------------------------------------------------------- 1. Summary of Significant Accounting Policies 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 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. 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 and is directed by investment managers or a committee appointed by Crown with regard to all other investments. 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 salaried employees of the Company's corporate office and Central States 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 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, 1996 and 1995 - -------------------------------------------------------------------------------- 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 $16,381 and $7,354 were applied against administrative expenses during 1996 and 1995, respectively. Total unallocated forfeitures were $27,166 and $23,502 at December 31, 1996 and 1995, respectively. These amounts will be used to reduce future administrative expenses. Investments. Participants may direct their contributions among any of the following investments: 1. Common Stock Fund - 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 money market securities. 3. T. Rowe Price Capital Appreciation Fund - Investing in common stocks, fixed income securities and money market instruments. 4. T. Rowe Price Spectrum Income Fund - Investing primarily in a diversified group of T. Rowe Price mutual funds which invest principally in fixed income securities. 5. T. Rowe Price Spectrum Growth Fund - Investing in a diversified group of T. Rowe Price mutual funds which invest principally in equity securities. Distributions. Benefit payments from the Plan are limited to lump sum distributions. - 6 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Notes to Financial Statements December 31, 1996 and 1995 - -------------------------------------------------------------------------------- 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. 3. Tax Status of the Plan The Plan was amended and restated, effective January 1, 1995 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 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. 4. Related Party Transactions Certain Plan investments are shares of mutual funds managed by the Trustee. Therefore, these transactions qualify as parties-in-interest transactions which are exempt from the prohibited transactions rules. 5. Subsequent Events The Company was legally dissolved in December, 1996. The Plan continues to be administered by the Crown Cork & Seal Company, Inc. Benefit Plans Committee. - 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 at December 31, 1996 - -------------------------------------------------------------------------------- Description Number Current Identity of Issue of Investment of Shares Cost Value Crown Cork & Seal Common Stock Common stock 68,865 $ 2,231,754 $ 3,744,525 T. Rowe Price Prime Reserve Fund * Registered investment Company 2,199,564 2,199,564 2,199,564 T. Rowe Price Capital Appreciation Fund * Registered investment Company 68,881 920,135 996,708 T. Rowe Price Spectrum Income Fund * Registered investment Company 205,947 2,231,689 2,306,605 T. Rowe Price Spectrum Growth Fund * Registered investment Company 407,327 4,810,944 6,162,855 Participant Loan Fund (at 9.25% - 12.95% interest rates, maturities ranging from 1997 to 2001) 224,092 224,092 ----------- ---------- Total assets held for investment purposes at December 31, 1996 $12,618,178 $15,634,349 =========== =========== * Party-in-interest. - 8 - Schedule II Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Employees of Van Dorn Company Item 27d - Schedule of Reportable Transactions* For the Year Ended December 31, 1996 - -------------------------------------------------------------------------------- Identity Description Aggregate Aggregate Cost of Party of Purchase Selling of Net Involved Investments Price Price Assets Gain Crown Cork & Seal Co., Inc. Common Stock $ 953,256 $1,316,930 $844,043 $472,887 T. Rowe Price Spectrum Income Fund Registered Investment Co. 561,120 1,019,579 998,523 21,056 T. Rowe Price Spectrum Growth Fund Registered Investment Co. 1,563,256 2,113,366 1,627,955 485,411 T. Rowe Price Prime Reserve Fund Registered Investment Co. 749,448 783,956 783,956 - * 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 under ERISA. - 9 -