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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.
Retirement Thrift 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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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 12
Exhibits 23 - Consent Of Independent Accountants . . . . .. 13
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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.
Retirement Thrift 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.
Retirement Thrift Plan
December 31, 1993
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Crown Cork & Seal Company, Inc.
Retirement Thrift 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 - 5
Schedule I - Schedule of Assets Held for Investment
at December 31, 1993 6
Schedule II - Reportable Transactions (Transaction or Series
of Transactions) for the Year Ended December 31, 1993
in Excess of 5% of Plan Assets 7
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<PAGE>6
Report of Independent Accountants
May 31, 1994
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, 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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<TABLE>
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
<CAPTION>
Statement of Net Assets Available for Plan Benefits
December 31,
1993 1992
<S> <C> <C>
Investments at fair value:
Fixed Income Fund $ 4,246,764 $ 3,905,292
Large Cap Index Fund 539,756 165,135
Company Stock Fund 337,142
Total investments 5,123,662 4,070,427
Cash 190 103,473
Employer contributions receivable 5,485 6,618
Employee contributions receivable 189,434 32,068
Net assets available for plan benefits $ 5,318,771 $ 4,212,586
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
Page 2
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Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
<CAPTION>
Fixed Company
Income Large Cap Stock
Fund Index Fund Fund Total
<S> <C> <C> <C> <C>
Income:
Contributions:
Crown Cork & Seal $ 67,307 $ 761 $ 68,068
Participants 645,651 397,636 $341,555 1,384,842
Investment income 307,612 1,895 309,507
Net appreciation in fair value
of investments 26,319 40,030 66,349
Expenses:
Distributions to participants ( 664,782) ( 4,282) ( 669,064)
Administrative expenses ( 53,271) ( 157) ( 89) ( 53,517)
Interfund transfers ( 9,910) 9,910
Increase in net assets
available for plan benefits 292,607 430,187 383,391 1,106,185
Net assets at beginning of year 4,039,823 172,763 4,212,586
Net assets at end of year $4,332,430 $602,950 $383,391 $5,318,771
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
Page 3
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<PAGE>9
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Notes to Financial Statements
Note 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. The assets of the Plan are stated
at fair value. 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 Travelers
Insurance Company ("Travelers").
Note 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.
Effective May 1, 1993, the Retirement Thrift Plan was extended to employees of
11 Company locations who are affected by negotiations of the Master Agreement
with the United Steel Workers of America. Additionally, seven Company
locations were added to the Plan as a result of negotiations with the
International Association of Machinists, effective July 1, 1993.
The Plan was also amended during 1993 to provide certain employees the
opportunity to purchase Company stock on the last business day of each
month, at a purchase price equal to the average of the high and low per share
value on that day.
Investments
The Plan has historically invested in fixed income annuity contracts with
Travelers. The current portfolio of contracts guarantees Plan participants
certain minimum annual interest rates through 1998. Beginning in 1992,
participants at several locations were given the option of directing
contributions to the Travelers Large Cap Index Fund, a diversified
portfolio of common stocks designed to approximate the return of the Standard
& Poor's 500 Stock Index. In addition, as noted above, certain employees
may now invest in Company stock. Travelers served as the Trustee for the
Fixed Income Fund and Large Cap Index Fund throughout 1993. Citibank served as
trustee for the Company Stock Fund in 1993. (See Note 4.)
Page 4
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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 upon completion of five years of service as required by the Tax
Reform Act of 1986. Upon retirement, attainment of age 65, permanent plant
shutdown, or death, the participant automatically becomes fully vested in the
Company contributions.
Any forfeitures arising under the Plan are used to reduce the Company's required
contributions.
Distributions
Distributions to participants are generally paid only in a lump sum. Certain
participants have the option of being paid in a lump sum or through annual
installments. Payment of a participant's account upon termination may be
made in a lump sum or in annual 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 any contractual obligations, the Company may discontinue all
contributions under the Plan or terminate the Plan at its discretion.
If contributions discontinue or if the Plan is terminated, participant accounts
shall become fully vested and all Plan assets will be used to provide the
benefits payable to participants and their beneficiaries.
Note 3 - Tax Status of the Plan:
The Internal Revenue Service has previously advised that the Plan constitutes
a qualified plan under section 401(a) of the Internal Revenue Code and is
therefore exempt from federal income taxes under section 501(a) of the
Internal Revenue Code. Participants in a qualified plan are not taxed with
respect to the contributions and investment income thereto until such time as
they receive a distribution of plan assets. Accordingly, no provision for
federal or state income taxes has been made in these financial statements.
Note 4 - Subsequent Event:
On April 1, 1994, all trustee and recordkeeping responsibilities were
centralized and transferred to The Vanguard Group.
Page 5
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Schedule I
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
Schedule of Assets Held for Investment at December 31, 1993
Description Number of
Shares Cost Fair Value
The Travelers Fixed Income Index Fund
Contract #GR-12265 $ 4,246,764 $ 4,246,764 *
The Travelers Large Cap Index Fund 1,414 504,118 539,756*
Crown Cork & Seal Company, Inc.
common stock 8,051 297,106 337,142*
Total Investments at
December 31, 1993 $ 5,047,988 $ 5,123,662
* Represents more than 5% of net assets available for plan benefits as of
December 31, 1993.
Page 6
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<PAGE>12
Crown Cork & Seal Company, Inc.
Retirement Thrift Plan
<TABLE>
Reportable Transactions (Transaction or Series of Transactions) for
the Year Ended December 31, 1993 in Excess of 5% of Plan Assets
<CAPTION>
Number of Number Aggregate Aggregate Cost Net Realized
Description Purchases of Sales Purchase Price Selling Price of Asset Gain or (Loss)
<C> <S> <C> <C> <C> <C> <C> <C>
The Travelers
Fixed Income Index Fund
Contract #GR 12265 15 39 $ 665,163 $ 578,764 $ 578,764
The Travelers
Large Cap Index Fund 15 349,780
Citibank, N.A.
Liquid Reserve Fund
Commingled Employee
Benefit Trust 7 1 296,232 297,182 297,182
Crown Cork & Seal Company,
Inc. common stock
8,051 Shares 2 297,106
</TABLE>
Page 7
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<PAGE>13
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-50369) of Crown Cork & Seal Company, Inc.
of our report dated May 31, 1994 appearing on Page 6 of this Form 11-K.
PRICE WATERHOUSE
Philadelphia, Pennsylvania
June 29, 1994
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