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
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 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.
Retrirement Thrift Plan
By: /s/ James T. Malec
James T. Malec
Member, Benefit Plan Committee
Date: June 25, 1997
Crown Cork & Seal
Company, Inc.
Retirement Thrift Plan
Financial Statements
and Supplemental Information
December 31, 1996 and 1995
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Financial Statements and Supplemental Information
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
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,
with Fund Information 3-4
Notes to Financial Statements 5-8
Schedule I - Schedule of Assets
Held for Investment Purposes 9
Schedule II - Schedule of Reportable Transactions 10
Note: Other ERISA schedules are not presented because they are not applicable.
Report of Independent Accountants
June 18, 1997
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 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. Retirement Thrift Plan (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 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 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 WATERHOUSE LLP
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Statement of Net Assets Available for Plan Benefits
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
1996 1995
Investments, at fair value:
Fixed Income Fund:
Travelers Guaranteed
Investment Contract $ 3,615,788* $ 5,286,738*
John Hancock Mutual Life
Guaranteed Investment Contract 3,122,333* 1,223,633*
Vanguard Money Market Prime (30) 195,731 472
Company Stock Fund 2,198,250* 1,488,192*
Vanguard:
Balanced Index Fund 889,392 580,624
Explorer Fund 939,853* 486,222
Index 500 Fund 6,284,395* 3,906,007*
International Growth Fund 711,286 322,102
Total Bond Market Fund 234,513 150,741
----------- -----------
Total investments 18,191,541 13,444,731
Employer contributions receivable 20,842 20,168
Employee contributions receivable 235,076 236,416
----------- -----------
Net assets available for benefits $18,447,459 $13,701,315
=========== ===========
* Represents more than 5% of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
2
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------
Fund Information
----------------------------------------------------------------------------------------------
Vanguard
----------------------------------------------------------------
Fixed Company Balanced International Total Bond
Income Stock Index Explorer Index 500 Growth Market
Fund Fund Fund Fund Fund Fund Fund Total
Additions:
Contributions
Employer $ 244,230 $ 177,226 $ 24,476 $ 39,339 $ 190,044 $ 29,129 $ 17,232 $ 721,676
Participants 925,267 160,448 154,953 237,834 1,161,936 170,863 84,126 2,895,427
Transfers from
other plans 2,193 10,985 35,474 70,572 98,303 29,957 11,501 258,985
Investment income 323,046 35,357 35,715 50,739 128,992 30,567 11,816 616,232
Net appreciation
/(depreciation)
in fair value - 482,888 60,340 28,249 916,002 39,958 (5,049) 1,522,388
Deductions:
Distributions to
participants (725,160) (99,735) (40,680) (37,721) (299,457) (16,578) (24,010) (1,243,341)
Administrative expense (10,551) (3,270) (1,143) (1,596) (7,216) (963) (484) (25,223)
Interfund transfers
in/(out) (352,094) (63,801) 43,875 70,239 201,114 111,002 (10,335) -
---------- ---------- -------- -------- ---------- -------- -------- -----------
Net increase in
net assets 406,931 700,098 313,010 457,655 2,389,718 393,935 84,797 4,746,144
Net assets
available for plan
benefits:
Beginning of year 6,601,182 1,520,540 591,450 503,440 3,993,746 333,922 157,035 13,701,315
---------- ---------- -------- -------- ---------- -------- -------- -----------
End of Year $7,008,113 $2,220,638 $904,460 $961,095 $6,383,464 $727,857 $241,832 $18,447,459
========== ========== ======== ======== ========== ======== ======== ===========
The accompanying notes are an integral part of these financial statements.
3
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
For the Year Ended December 31, 1995
- --------------------------------------------------------------------------------
Fund Information
---------------------------------------------------------------------------------------
Vanguard
------------------------------------------------------------
Fixed Company Balanced International Total Bond
Income Stock Index Explorer Index 500 Growth Market
Fund Fund Fund Fund Fund Fund Fund Total
--------- -------- ------- -------- --------- -------- -------- ----------
Additions:
Contributions
Employer $ 229,599 $ 190,156 $ 9,583 $ 8,760 $ 128,030 $ 10,563 $ 6,816 $ 583,507
Participants 1,160,194 340,832 87,770 137,657 1,058,206 121,318 57,080 2,963,057
Transfers from
other plans 147,935 9 26,686 28,764 74,495 25,186 74,776 377,851
Investment income 330,144 19,373 37,727 82,112 8,222 4,374 481,952
Net appreciation
in fair value 96,952 75,093 17,525 778,040 18,477 5,741 991,828
Deductions:
Distributions to
participants (1,033,981) (166,357) (74,343) (109,934) (289,897) (79,958) (35,181) (1,789,651)
Administrative expense (15,975) (4,805) (1,083) (1,012) (7,388) (701) (364) (31,328)
Interfund transfers
in/(out) (619,105) (7,494) 147,341 201,780 213,665 63,687 126 -
----------- --------- -------- -------- ---------- -------- -------- -----------
Increase in
net assets 198,811 449,293 290,420 321,267 2,037,263 166,794 113,368 3,577,216
Net assets available
for plan
benefits:
Beginning of year 6,402,371 1,071,247 301,030 182,173 1,956,483 167,128 43,667 10,124,099
---------- ---------- -------- -------- ---------- -------- -------- -----------
End of Year $6,601,182 $1,520,540 $591,450 $503,440 $3,993,746 $333,922 $157,035 $13,701,315
========== ========== ======== ======== ========== ======== ======== ===========
The accompanying notes are an integral part of these financial statements.
4
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
1. Summary of Significant Accounting Policies
The Crown Cork & Seal Company, Inc. Retirement Thrift Plan (the "Plan") was
initiated in 1992 and 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 are recorded on a trade date basis.
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. The Company stock is valued at its quoted market price.
The Fixed Income Fund guaranteed investment contracts (GICs) are valued
at contract value, which approximates fair value. Interest rates
ranged from 3.5% to 7.75% and 5.05% to 7.75% at December 31, 1996 and 1995,
respectively. Average yields ranged from 3.3% to 7.45% and 5.2% to 8.2% in
1996 and 1995, respectively. GIC's with Traveler's Insurance Company
contain an annual interest rate reset provision.
2. Description of Plan
General. The following provides a general description of the Plan.
Participants should refer to their summary plan description for more
detail.
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 elections. Participation in the Plan is determined by
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 (the
"Trustee") 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.
5
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
Investments. The following investment funds have been established for the
investment of employee savings and company contributions. The nature of the
investments maintained in each fund is described below:
Fixed Income Fund GIC's with Travelers Insurance Company and John
Hancock Mutual Life Insurance Company which provide
for the return of principal in full plus the payment
of interest at certain minimum annual interest rates
through 1998. The Fixed Income Fund also includes
monies invested in Vanguard's short-term money market
account.
Company Stock Fund Invests primarily in shares of Company common stock.
The Company Stock Fund also includes monies invested
in Vanguard's short-term money market account.
Vanguard Funds Balanced Index Fund - invests primarily in a
portfolio of common stocks and bonds attempting
to match the investment performance of the
Wilshire 5000 Index and the Lehman Brothers
Aggregate Bond Index.
Explorer Fund - seeks to provide long-term growth in
capital investing primarily in equity securities
of small companies deemed to have favorable
prospects for growth in market value.
Index 500 Fund - seeks to match the investment
performance of the Standard & Poor's 500 Composite
Stock Price Index, an index emphasizing large-cap
stocks.
International Growth Fund - seeks to provide
long-term capital appreciation by investing primarily
in equity securities of companies based outside of
the United States.
Total Bond Market Fund - seeks to match the
investment performance of Lehman Brothers
Aggregate Bond Index, a broad market weighted
index which encompasses U.S. Treasury and agency
securities, corporate investments, graded bonds
and mortgage backed securities.
6
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
Contributions. Participants may elect to make basic and supplemental
contributions (where permitted) each pay period, and basic contributions
may be matched by the Company at various rates. Supplemental
contributions(where permitted) are not matched by the Company. Certain
participants receive fixed contributions from the Company at varying rates.
Company contributions vest to the participant at various rates as required
by the Tax Reform Act of 1986. Upon retirement, attainment of age 65,
permanent plant shutdown, permanent disability, or death, the participant
automatically becomes fully vested in the Company contributions.
Total unallocated forfeitures were $36,853 and $26,852 at December 31,
1996 and 1995, respectively. These amounts will be used to reduce future
employer contributions.
Distributions. Distributions to participants are generally paid only
in a lump sum. Certain participants have the option of being paid through
monthly installments.
Changes to or Termination of the Plan. 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 and the fund as a
plan and trust 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.
Subject to contractual obligations, the Company may discontinue all
contributions under the Plan or terminate the Plan at its discretion. If
contributions are discontinued or if the Plan is terminated, participant
accounts will become fully vested, and all Plan assets will be used to
provide the benefits payable to participants and their beneficiaries.
Plan mergers. Effective September 1, 1995, the net assets of the Crown
Cork & Seal Company, Inc. Retirement Thrift Plan for Hourly Employees at
the Arden Plant No.11 of $377,851 were merged into the Retirement Thrift
Plan.
3. 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 Plan has received a favorable determination letter dated February
13, 1996 from the Internal Revenue Service (IRS) and accordingly, the Plan
is not subject to federal or local income taxes.
7
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
4. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by the Trustee.
Therefore, these transactions qualify as party-in-interest transactions
which are exempt from the prohibited transaction rules.
5. Benefits Payable
Amounts allocated to persons who have elected to withdraw from the Plan but
have not yet been paid as of December 31, 1996 were as follows:
Fixed Income Fund $ 5,685
Company Stock Fund 1,573
Explorer Fund 517
Index 500 Fund 745
International Growth Fund 176
Total Bond Market Fund 176
----------
$ 8,872
----------
These amounts are recorded as benefits payable on the Plan's Form 5500.
8
Schedule I
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Item 27a - Schedule of Assets Held for Investment Purposes
at December 31, 1996
- --------------------------------------------------------------------------------
Description of Number of Current
Identity of Issue Investment Shares Cost Value
----------------- ---------- --------- ---- ----------
Travelers:
Fixed Income Fund Guaranteed
Contract Investment
#GR-12265 - 3.5%, 7/1/98 Contract 3,615,788 $3,615,788 $3,615,788
John Hancock Mutual Life:
Fixed Income Fund Guaranteed
Contract # 7740 Investment
GAC - 7.75%, 6/30/98 Contract 3,122,333 3,122,333 3,122,333
*Vanguard Money
Market Prime (30) Registered
Investment
Company 195,731 195,731 195,731
Crown Cork & Seal
Common Stock Common
Stock 170,539 1,663,751 2,198,250
Vanguard:
*Balanced Index Fund Registered
Investment
Company 63,893 774,285 889,392
*Explorer Fund Registered
Investment
Company 17,460 903,714 939,853
*Index 500
Portfolio Fund Registered
Investment
Company 90,867 4,732,355 6,284,395
*International
Growth Fund Registered
Investment
Company 43,213 660,001 711,286
*Total Bond
Market Fund Registered
Investment
Company 23,833 233,578 234,513
----------- -----------
Total Investments at December 31, 1995 $15,901,536 $18,191,541
=========== ===========
* Party-in-interest.
9
Schedule II
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Item 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------
Identity of Description Aggregate Aggregate Cost
Party of Purchase Selling of Net
Involved Investments Price Price Assets Gain
- ------------ ------------ --------- ------- ------- ------
Crown Cork & Seal Common Stock $ 458,239 $ 231,069 $ 199,162 $ 31,907
Vanguard Explorer Fund 589,466 163,932 156,035 7,897
Vanguard Index 500
Portfolio 2,010,655 547,912 446,332 101,580
Vanguard Fixed
Income Fund 1,707,326 1,284,104 1,284,104 0
* 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
10