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, 1998
Commission File Number 1-2227
E. Full title of the plan:
Crown Cork & Seal Company, Inc.
401(K) Retirement Savings Plan for Employees
of Van Dorn Company
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 12
Exhibit 23 - Consent of Independent Accountants...................... 13
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, 1999
Crown Cork & Seal
Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Financial Statements
and Supplemental Information
September 30, 1998 and
December 31, 1997
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Van Dorn Company
Financial Statements and Supplemental Information
September 30, 1998 and December 31, 1997
Index
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 - 6
Schedule I - Schedule of Reportable (5%) Transactions 7
Note: Other schedules required by ERISA are not applicable.
Report of Independent Accountants
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 September 30, 1998 and
December 31, 1997, and the changes in net assets available for benefits for the
period from January 1, 1998 to September 30, 1998 and the year ended December
31, 1997 in conformity with generally accepted accounting principles. 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
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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of Reportable
Transactions 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 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 benefits of each fund. The supplemental
schedule and the fund information are the responsibility of the Plan's
management. The supplemental schedule and 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.
As explained in Note 1, the Plan was merged with and into the Crown Cork & Seal
Company, Inc. 401(k) Retirement Savings Plan effective September 30, 1998.
PricewaterhouseCoopers LLP
June 18, 1999
Philadelphia, Pennsylvania
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of
Van Dorn Company
Statement of Net Assets Available for Plan Benefits
September 30, 1998 and December 31, 1997
- --------------------------------------------------------------------------------
September 30, December 31,
1998 1997
Investments, at fair value;
Crown Cork & Seal Common Stock $ - $ 3,708,528 *
T. Rowe Price Mutual Funds:
Prime Reserve Fund - 1,465,040 *
Capital Appreciation Fund - 1,188,230 *
Spectrum Income Fund - 2,566,590 *
Spectrum Growth Fund - 6,968,257 *
Participant Loan Fund - 234,395
---------- ----------
Total investments - 16,131,040
Employer contributions receivable - 21,353
Employee contributions receivable - 71,178
Loan principal repayment receivable - 5,067
Loan interest repayment receivable - 1,734
Administrative expenses payable - (9,200)
---------- ----------
Net assets available
for plan benefits $ - $16,221,172
========== ===========
* Represents more than 5% of net assets available for plan benefits
at December 31, 1997.
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 Period from January 1, 1998 to September 30, 1998
- --------------------------------------------------------------------------------
Fund Information
----------------------------------------------------------------------------------------
T. Rowe Price
-----------------------------------------------------
Crown Cork
& Seal Prime Capital Spectrum Spectrum Participant
Common Reserve Appreciation Income Growth Loan
Stock Fund Fund Fund Fund Fund Total
Additions:
Contributions:
Employer $ 173,905 $ - $ - $ - $ - $ - $ 173,905
Employee 42,722 106,155 131,622 135,658 229,985 - 646,142
Investment income 52,312 57,712 - 119,640 - 14,820 244,484
Net appreciation/(depreciation)
in fair value of investments (1,520,523) - 33,443 (33,003) (162,819) - (1,682,902)
----------- ----------- ----------- ----------- ----------- ----------- ------------
(1,251,584) 163,867 165,065 222,295 67,166 14,820 (618,371)
Deductions:
Benefits paid to participants and
rollovers to other plans (569,166) (411,686) (82,712) (231,906) (1,076,761) (19,691) (2,391,922)
Transfers:
Loan principal repayment 8,465 10,004 7,402 11,357 13,118 (50,346) -
Loan interest allocated 2,870 2,798 2,201 3,015 3,936 (14,820) -
Loans issued (32,375) (12,587) (12,662) (18,014) (39,962) 115,600 -
Interfund transfers 59,794 322,466 (7,351) (147,634) (227,275) - -
Administrative expenses - (2,651) - - - - (2,651)
----------- ----------- ----------- ----------- ----------- ----------- ------------
(530,412) (91,656) (93,122) (383,182) (1,326,944) 30,743 (2,394,573)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Asset transfer out (1,953,971) (1,542,401) (1,274,613) (2,423,302) (5,733,983) (279,958) (13,208,228)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net increase (decrease) (3,735,967) (1,470,190) (1,202,670) (2,584,189) (6,993,761) (234,395) (16,221,172)
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net assets at beginning of year 3,735,967 1,470,190 1,202,670 2,584,189 6,993,761 234,395 16,221,172
----------- ----------- ----------- ----------- ----------- ----------- ------------
Net assets at end of period $ - $ - $ - $ - $ - $ - $ -
=========== =========== =========== =========== =========== =========== ============
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, 1997
- --------------------------------------------------------------------------------
Fund Information
------------------------------------------------------------------------------
T. Rowe Price
----------------------------------------------------
Crown Cork
& Seal Prime Capital Spectrum Spectrum Participant
Common Reserve Appreciation Income Growth Loan
Stock Fund Fund Fund Fund Fund Total
Additions:
Contributions:
Employer $ 220,161 $ - $ - $ - $ - $ - $ 220,161
Employee 64,415 158,043 137,256 169,382 242,791 - 771,887
Investment income 71,349 92,517 146,978 178,637 706,155 $ 19,093 1,214,729
Net appreciation/(depreciation)
in fair value of investments (301,030) - 19,786 94,546 356,142 - 169,444
----------- ----------- ----------- ---------- ----------- ---------- ------------
54,895 250,560 304,020 442,565 1,305,088 19,093 2,376,221
Deductions:
Benefits paid to participants and
rollovers to other plans (189,812) (857,168) (74,873) (70,531) (533,891) (41,108) (1,767,383)
Transfers:
Loan principal repayment 6,877 11,723 7,583 15,260 15,047 (56,490) -
Loan interest allocated 2,001 4,638 2,573 5,145 4,736 (19,093) -
Loans issued (40,693) (18,731) (10,167) (12,746) (25,564) 107,901 -
Interfund transfers 158,174 (98,381) (23,174) (102,109) 65,490 - -
Administrative expenses - (12,815) - - - - (12,815)
----------- ----------- ---------- ----------- ----------- --------- ------------
(63,453) (970,734) (98,058) (164,981) (474,182) (8,790) (1,780,198)
----------- ----------- ---------- ----------- ----------- --------- ------------
Net increase/(decrease) (8,558) (720,174) 205,962 277,584 830,906 10,303 596,023
Net assets at beginning of year 3,744,525 2,190,364 996,708 2,306,605 6,162,855 224,092 15,625,149
----------- ----------- ---------- ----------- ----------- --------- ------------
Net assets at end of year $ 3,735,967 $ 1,470,190 $1,202,670 $ 2,584,189 $ 6,993,761 $ 234,395 $ 16,221,172
=========== =========== ========== =========== =========== ========= ============
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
September 30, 1998 and December 31, 1997
- --------------------------------------------------------------------------------
1. Description of Plan
The following description of the Crown Cork & Seal Company, Inc. 401(k)
Retirement Savings Plan for Employees of Van Dorn Company (the "Plan")
provides only general information. Participants should refer to the Plan
document for a more complete description of Plan's provisions.
The Plan was merged with and into the Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan effective September 30, 1998. The
transferred assets totaled $13,208,228.
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 Company was legally dissolved as of December 31,
1996.
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 and non-represented hourly employees of Massilon
plants No. 42 and 44 of the Central States Can Division, which is a wholly
owned subsidiary of Crown. 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 the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA). The Plan is administered by the Crown Cork &
Seal Company, Inc. Benefit Plans Committee.
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
Crown Cork & Seal Common Stock.
Forfeitures of $9,203 and $12,815 were applied against administrative
expenses during 1998 and 1997, respectively. Total unallocated forfeitures
were $0 and $16,308 at September 30, 1998 and 1997, respectively.
- 5 -
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company Notes to Financial Statements
September 30, 1998 and December 31, 1997
---------------------------------------------------------------------------
Investments. Participants may direct their contributions among any of the
following investment options:
1. Crown Cork and Seal Common Stock - 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
high-quality money market securities.
3. T. Rowe Price Capital Appreciation Fund - Investing primarily in common
stocks. The fund may hold fixed income and other securities.
4. T. Rowe Price Spectrum Income Fund - Investing primarily in domestic
bond funds and also in two foreign bond funds. The fund may allocate
25% of assets to a stock fund.
5. T. Rowe Price Spectrum Growth Fund - Investing primarily in domestic
stock funds and also in a foreign stock fund.
Distributions. Benefit payments from the Plan are limited to lump sum
distributions.
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.
2. Summary of Significant Accounting Policies
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.
3. Tax Status of the Plan
The Plan has received a favorable determination letter, dated February 22,
1996, from the Internal Revenue Service (IRS) and accordingly, the Plan and
related Trust are not subject to federal or local income taxes. The Plan
has been amended since receiving the determination letter. However, the
Plan administrator and the Plan's tax counsel believe that the Plan is
designed and is currently being operated in compliance with the applicable
provisions of the Internal Revenue Code.
4. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by T. Rowe
Price, the trustee of the Plan. Therefore, transactions in these
investments qualify as party-in-interest transactions which are exempt from
the prohibited transactions rules.
- 6 -
Crown Cork & Seal Company, Inc. Schedule I
401(k) Retirement Savings Plan for Employees of Van Dorn Company
Schedule 27d - Schedule of Reportable (5%) Transactions*
For the Period from January 1, 1998 to September 30, 1998
- --------------------------------------------------------------------------------
Current
Value of
Asset on
Description Purchase Selling Cost of Transaction Net
Identity of Party Involved of Asset Price Price Asset Date Gain
T. Rowe Price Crown Cork & Seal Common Stock $ 471,962 $ 471,962
T. Rowe Price Crown Cork & Seal Common Stock $ 4,180,491 $ 3,057,509 4,180,491 $ 1,122,982
T. Rowe Price Prime Reserve Fund 702,568 702,568
T. Rowe Price Prime Reserve Fund 2,170,893 2,170,893 2,170,893 -
T. Rowe Pric Spectrum Growth Fund 629,469 629,469
T. Rowe Price Spectrum Growth Fund 7,597,731 5,937,022 7,597,731 1,660,709
T. Rowe Price Capital Appreciation Fund 223,924 223,924
T. Rowe Price Capital Appreciation Fund 1,412,156 1,305,853 1,412,156 106,303
T. Rowe Price Spectrum Income Fund
T. Rowe Price Spectrum Income Fund 296,245 296,245
2,862,839 2,701,773 2,862,839 161,066
* 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.
- 7 -