<PAGE>1
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:
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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<PAGE>2
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
Exhibits 23 - Consent Of Independent Accountants . . . . . . . 14
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<PAGE>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, 1994 By:/s/James T. Malec
James T. Malec
Member, Benefit Plan Committee
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Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan
December 31, 1993
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<PAGE>5
Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan
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 - Transaction or Series of Transactions
in Excess of 5% of the Current Value of
Plan Assets 8
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<PAGE>6
Report of Independent Accountants
June 22, 1994
To the Benefit Plans Committee and Participants
of the Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership 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) Savings and Employee
Stock Ownership Plan (the "Plan") at December 31, 1993 and 1992, and the
changes in its net assets available for plan benefits for the year ended
December 31, 1993, 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 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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Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan
Statement of Net Assets Available for Plan Benefits
December 31,
1993 1992
Assets:
Investments at fair value:
Fixed Income Fund $ 81,553,363 $ 87,490,416
Company Stock Fund 30,441,450 24,213,894
Diversified Equity Fund 8,401,130 5,254,797
Unallocated Crown Cork & Seal common stock 1,102,305
Total investments 120,395,943 118,061,412
Cash and cash equivalents 1,723,277 8,843,578
Participant loans receivable 584,840 964,833
Employer contributions receivable 257,309 390,757
Employee contributions receivable 296,575 162,558
Receivables due from others 603,931 669,422
Liabilities:
Accrued Plan expenses ( 98,628) ( 90,904)
Loans payable ( 650,105)
Amount due to Crown Cork & Seal Company, Inc. ( 4,162,229)
Net assets available for plan benefits $123,763,247 $124,189,322
The accompanying notes are an integral part of these financial statements.
Page 2
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Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
<CAPTION>
Fixed Company Unallocated
Diversified Income Stock Participant Crown Cork & Seal
Equity Fund Fund Fund Loans Common Stock Total
<S> <C> <C> <C> <C> <C> <C> <C>
Income:
Contributions:
Crown Cork & Seal $ 179,511 $ 679,691 $ 859,202
Participants $ 468,781 $ 1,597,798 1,680,666 3,747,245
Participant loan repayments 40,372 170,378 169,243 ($ 379,993)
Investment income 47,442 5,744,149 23,865 5,815,456
Net realized gains on investments 31,475 359,192 390,667
Net unrealized gains (loss) on investments 617,904 1,090,558 ( 391,623) 1,316,839
Allocation of 27,644 shares of Crown
Cork & Seal common stock, at market 710,405 ( 710,405)
Expenses:
Distributions to participants ( 319,732) (11,201,444) ( 699,814) ( 12,220,990)
Administrative expenses ( 19,413) ( 248,451) ( 36,767) ( 29,863) ( 334,494)
Interfund transfers 252,390 ( 2,511,908) 2,259,518
Increase (decrease) in net assets
available for plan benefits 1,119,219 ( 6,449,478) 5,736,377 ( 379,993) ( 452,200) ( 426,075)
Net assets at beginning of year 7,324,106 89,567,363 25,880,820 964,833 452,200 124,189,322
Net assets at end of year $ 8,443,325 $83,117,885 $31,617,197 $ 584,840 $ 0 $123,763,247
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
Page 3
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Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan
Notes to Financial Statements
Note 1 - Summary of Significant
Accounting Policies:
Basis of Presentation
Effective April 1, 1991, the assets of the following benefit plans were merged
into the Continental Can Company, U.S.A., Inc. Savings Plan:
(1) Crown Cork & Seal Company, Inc. Employees' Stock Ownership Plan;
(2) H-C Industries, Inc. Employees' Savings Plan; and
(3) Carolina Can Company, Inc. 401(k) Profit Sharing Plan.
Concurrent with the merger, the Continental Can Company, U.S.A., Inc. Savings
Plan was amended, restated and its name changed to the Crown Cork
& Seal Company, Inc. 401(k) Savings and Employee Stock Ownership Plan
(the "Plan"). Additionally, in August 1991, concurrent with the Company's
acquisition of Continental Can International Corporation, the assets of the
Continental Can International Corporation Savings Plan were transferred into
the Plan. During 1992, the Plan received cash infusions related to rollovers
from other plans due to acquisition by Crown Cork & Seal. The value of these
rollovers was not material to the Plan.
The 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. 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.
Page 4
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Note 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.
The Plan has two components: a participant salary deferral 401(k) component and
a Company matching contribution ESOP 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. Through the ESOP component of the Plan, the
Company makes matching contributions equal to 50% of the employees'
contribution, up to a maximum of 3% of the employees'compensation. Company
contributions are made in the form of Crown Cork & Seal common stock.
Participants may direct their contributions among any of the following
investment funds:
(1) Fixed Income Fund - investing in guaranteed investment contracts, bonds,
certificates of deposit and money market funds.
(2) Diversified Equity Fund - investing in a diversified portfolio of
common stocks similar to those comprising the Standard & Poor's 500
Index.
(3) Company Stock Fund - investing in common stock of Crown Cork & Seal.
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 lump sum (either cash or Company
stock).
The Plan is administered by the Crown Cork & Seal Company, Inc. 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. Refer to Note 6 for further information.
During 1991, the Plan purchased Company common stock using the proceeds of a
loan with a related party (see Note 5) and holds the stock in a trust
established as part of the Plan. As the Plan makes each payment of principal,
an appropriate percentage of stock will be allocated to eligible employees'
accounts in accordance with applicable Internal Revenue
Code regulations. The borrowed amount is collateralized by the unallocated
shares of Company stock and is guaranteed by the Company. The lender has no
rights against shares once they are allocated to participants' accounts.
Accordingly, the financial statements of the Plan present separately the
Crown Cork & Seal common stock pertaining to the accounts of employees with
vested rights in the Company Stock Fund and Crown stock not yet allocated to
employees. The aforementioned loan was paid in full as of November 30, 1993
and residual shares resident in the Unallocated Account were transferred
pro-rata to participant accounts.
Page 5
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<PAGE>11
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.
Note 3 - Amount Due to Crown
Cork & Seal Company, Inc.:
In November 1992, the Plan purchased 143,070 shares of Company common stock from
Crown Cork & Seal for $4,162,229 in accordance with participant options
directives. The shares were delivered into the trust in 1992 and the transaction
was settled in January 1993. Accordingly, the Plan recorded a liability of
$4,162,229 at December 31, 1992.
Note 4 - Tax Status of the Plan:
The Plan was amended and restated, effective April 1, 1991, 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.
However, the determination letter has not been issued by the IRS as to
the ongoing qualified status of the Plan. Under IRS Revenue Procedure 92-6, the
IRS announced that determination letters would not be issued on plans, such as
this Plan, that combine ESOP provisions and cash or deferred arrangement
provisions.
The IRS has further announced this "no rule" policy will be lifted in a later
revenue procedure that opens the determination letter program to plans that
are not currently eligible to request determination letters. It is the
Company's intent to update the Plan document prior to December 31, 1994 and also
submit a new request for a favorable determination letter.
Note 5 - Loans Payable:
On July 12, 1991, the Plan entered into a $1,519,313 loan agreement with Crown
Financial Corporation, a related party, and Citibank, the trustee for
the Plan. The proceeds of the loan were used to purchase Crown Cork & Seal
common stock. Unallocated Crown Cork & Seal common shares were pledged under a
separate agreement as collateral for the loan while the agreement provides for
the loan to be repaid over a maximum term of ten years. The loan, which bears
interest at 8.5% per annum, was repaid in 1993.
Note 6 - Subsequent Event:
As described in Note 2, the Plan's trustee and recordkeeping responsibilities
were transferred to Vanguard effective January 1, 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. During early 1994, Plan participant accounts were frozen to allow for
required reconciliations between the predecessor trustee and recordkeeper
and Vanguard. The freeze period was lifted in early March 1994. Plan
participants should refer to employee notifications and other information
supplied by Vanguard for information concerning Plan changes, new investment and
investment change options.
Page 6
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Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan
Schedule of Assets Held for Investment at December 31, 1993
Description Number of
Shares Cost Fair Value
Fixed Income Fund
Insurance Contracts:
American International Life #18102 $ 8,971,316 $ 8,971,316*
Aetna Life Insurance Company 204,506 204,506
Bankers Trust #92-494 9,488,720 9,488,720*
Confederation Life Insurance Company
#62469 5,035,265 5,035,265
Continental Assurance Company
#GP-12719 5,671,520 5,671,520
Continental National Assurance
#12747 4,542,822 4,542,822
Hartford Life Insurance Company
(6.25%) 5,065,972 5,065,972
Metropolitan Life Insurance Company
#GAC-12704 5,869,651 5,869,651
Morgan Bank Delaware #569-A 7,493,365 7,493,365*
Massachusetts Mutual PGIC #10490 2,796,951 2,796,951
New York Life #GAC-06495 5,327,978 5,327,978
Northwest National Life Insurance
#GA-21993-2 6,355,014 6,355,014*
Peoples Security Life #1594D 2,515,987 2,515,987
Peoples Security Life #1577PD 1,499,883 1,499,883
Peoples Security Life #923A1 2,061,874 2,061,874
Peoples Security Life #93109D 4,005,163 4,005,163
Prudential Insurance Company of
America #GA-6852 4,647,376 4,647,376
Total fixed income fund 81,553,363 81,553,363
Company Stock Fund
Crown Cork & Seal Company, Inc.
common stock 726,960 16,627,696 30,441,450*
Diversified Equity Fund
The Travelers S&P 500 Index Fund
Contract #GR-15894 21,925 6,863,839 8,401,130*
Total Investments at
December 31, 1993 $105,044,898 $120,395,943
*Represents more than 5% of net assets available for plan benefits as of
December 31, 1993.
Page 7
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Crown Cork & Seal Company, Inc.
401(k) Savings and Employee Stock Ownership Plan
<TABLE>
Transaction or Series of Transactions in Excess
of 5% of the Current Value of Plan Assets ($6,209,466)
for the Year Ended December 31, 1993
<CAPTION>
Aggregate Aggregate Net Gain
Number of Number Cost of Proceeds Cost or (Loss)
Description Purchases of Sales Purchases from Sales of Asset on Sale
<S> <C> <C> <C> <C> <C> <C>
Bankers Trust (DEL)
Contract #92-494 6.395% 9/30/2000 14 $ 9,490,302
Peoples Security Life
Contract #00036TR3, 00036TR-1,
and BDAA00036TR-4 22 10,246,174
American International Life
GIC #18102 1 $ 7,962,390 $ 7,962,390
Travelers Insurance Company
GIC #GR-15801 1 6,663,606 6,663,606
Prudential Insurance Company
of America GA-7047 7.40% 3/15/98
GIC #6852 15 8,976,851 8,976,851<PAGE>
</TABLE>
Page 8
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<PAGE>14
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-39529)
of Crown Cork & Seal Company, Inc. of our report dated June 22, 1994 appearing
on Page 6 of this Form 11-K.
PRICE WATERHOUSE
Philadelphia, Pennsylvania
June 29, 1994
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