CROWN CORK & SEAL CO INC
11-K, 1996-06-26
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<PAGE>

                      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 1994


         For the fiscal year ended December 31, 1995

         Commission File Number 1-2227

         A.       Full title of the plan:

                  Crown Cork & Seal Company, Inc.
                  401 (K) Retirement Savings Plan
                  for Employees of Van Dorn Company

         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



<PAGE>



                                      INDEX

                                                                     Pages

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

Exhibit 23 - Consent Of Independent Accountants . . . . . . .         14




<PAGE>






                                   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



Date: June 26, 1996                          By:/s/ James T. Malec
                                                ______________________________
                                                James T. Malec
                                                Member, Benefit Plan Committee


<PAGE>


Crown Cork & Seal
Company, Inc. 401(k)
Retirement Savings Plan
for Employees of
Van Dorn Company
Financial Statements
and Supplemental Information
December 31, 1995



<PAGE>



Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for
Employees of Van Dorn Company
Financial Statements and Supplemental Information
- -------------------------------------------------------------------------------


                                      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

Notes to Financial Statements                                       4 - 6

Schedule I  -  Schedule of Assets Held for Investment
               at December 31, 1995                                   7

Schedule II - Schedule of Reportable Transactions 
             (Transaction or Series of Transactions) 
              for the Year Ended December 31, 1995 
              in Excess of 5% of Plan Assets                          8




Note:     Other schedules required by ERISA are not applicable.



<PAGE>





                        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 December 31, 1995 and
1994 and the  changes in net assets  available  for plan  benefits  for the year
ended  December 31, 1995,  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 audit provides 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
Philadelphia, Pennsylvania
June 7, 1996

<PAGE>


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, 1995 and 1994
- --------------------------------------------------------------------------------


                                                      December 31,
                                                 1995                1994

Investments at fair value:
   Crown Cork & Seal Common Stock*          $ 3,608,902          $ 3,409,835
   T. Rowe Price Mutual Funds:
      Prime Reserve Fund*                     2,234,072            2,134,464
      Capital Appreciation Fund                 821,817              632,531
      Spectrum Income Fund*                   2,808,447            2,375,384
      Spectrum Growth Fund*                   6,442,502            5,088,883
   Participant Loan Fund                        285,532              175,905
                                           ------------          -----------
              Total investments              16,201,272           13,817,002
Employer contributions receivable                20,048               21,326
Employee contributions receivable                62,202               64,313
                                           ------------          -----------
  Net assets available for plan benefits    $16,283,522          $13,902,641
                                           ============          ===========


* Represents more than 5% of net assets  available for plan benefits at December
31, 1995.

The accompanying notes are an integral part of these financial statements.


                                      - 2 -

<PAGE>
<TABLE>
<CAPTION>


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
                                    -----------  ----------   ---------    -----------    -----------   -----------    -----------
<S>                                 <C>          <C>          <C>          <C>            <C>           <C>            <C>


Additions to net assets:
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 realized and unrealized gain
   on 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 from net assets:
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
                                    ==========  ==========    =========    ==========     ==========     ========    ===========

</TABLE>


The accompanying  notes  are an integral part of these financial statements.


                                      - 3 -

<PAGE>


Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Notes to Financial Statements
December 31, 1995
- --------------------------------------------------------------------------------


1.   Summary of Significant Accounting Policies

     Effective April 16, 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.  Purchases and sales of
     securities  are  recorded  on  a  trade-date  basis.  T.  Rowe  Price  (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.  The  investments  and changes  therein of the Trust Fund have
     been determined through the use of current values measured by quoted prices
     in active markets for all assets of the Trust Fund.

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,
     Davies  Can  Company  and  Central  States  Can  Company as well as certain
     Plastic Machinery  Division and hourly employees of Davies Can Company.  On
     April 20,  1993,  Crown sold  Plastics to  Mannesmann  Capital  Corporation
     ("Mannesmann").  Employees of Plastics participating in the Plan were given
     the option of continuing to  participate  in the Plan or rolling over their
     account balances into a Mannesmann  sponsored plan or into their individual
     retirement  accounts.  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).

     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, up to a maximum of $9,240 per participant.


                                      - 4 -

<PAGE>


Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Notes to Financial Statements
December 31, 1995
- --------------------------------------------------------------------------------


     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. A participant's  401(k) account balance
     attributable  to profit  sharing  contributions  with respect to plan years
     prior to January 1, 1989 becomes fully vested upon a  participant  reaching
     five years of service.

     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).  In the
     event of a default on a loan, the outstanding  balance and accrued interest
     is deducted from the participant's account prior to distribution.

     Employer  Contributions.  Effective July 1, 1990,  the Company  amended the
     Plan and Trust to permit employer contributions. The amendment provides for
     the Company to match 50 percent of employee  contributions  up to a maximum
     employee contribution of 4 percent of compensation.  Employer contributions
     vest 100  percent  after  five  years of  service.  All  employer  matching
     contributions  are invested  automatically  in the Crown Cork & Seal Common
     Stock Fund.

     Forfeitures  of  terminated  participants'  nonvested  accounts  are offset
     against employer contributions.

     Investments.  Participants may direct their contributions among any of the 
     following investments:

     1.  Common Stock Fund - Investing in common stock of Crown Cork & Seal.

     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.




                                      - 5 -

<PAGE>


Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Notes to Financial Statements
December 31, 1995
- --------------------------------------------------------------------------------


     Distributions.  Effective  January 1, 1987,  benefit payments from the Plan
     are  limited  to  lump  sum  distributions.  Prior  to  this  date,  former
     participants  could  elect  to have  their  benefits  paid to them  under a
     variety of options over an extended period of time.

     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 100 percent 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  from  the  Internal   Revenue   Service  (IRS)  and
     accordingly, the Trust is not subject to federal or local income taxes.

4.   Subsequent Event

     On April 29, 1996,  Crown  announced  its  agreement to sell the Davies Can
     business,  a division of the Company,  to Brockway  Standard Inc.  Benefits
     accrued  under the Plan  through the closing date will be paid to employees
     terminated as a result of the sale, at their option.


                                      - 6 -

<PAGE>


                                                                    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, 1995
- --------------------------------------------------------------------------------


   Description                        Number of Shares    Cost       Fair Value

Crown Cork & Seal Common Stock *          86,440      $ 2,595,428  $  3,608,902
T. Rowe Price Prime Reserve Fund *     2,234,072        2,234,072     2,234,072
T. Rowe Price Capital 
    Appreciation Fund *                   60,119          757,304       821,817
T. Rowe Price Spectrum Income Fund *     249,862        2,690,149     2,808,447
T. Rowe Price Spectrum Growth Fund *     477,576        5,361,054     6,442,502
Participant Loan Fund 
   (at 12.95% interest rate)             285,532          285,532       285,532
                                                      -----------   -----------
Total investments at December 31, 1995                $13,923,539   $16,201,272
                                                      ===========   ===========




* Represents more than 5% of net assets  available for plan benefits at December
31, 1995.


                                      - 7 -

<PAGE>

<TABLE>
<CAPTION>

                                                                                                     Schedule II
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Item 27d - Schedule of Reportable Transactions 
(Transaction or Series of Transactions)
For the Year Ended December 31, 1995 in Excess of 5% of Plan Assets
- ------------------------------------------------------------------------------------------------------------------

                                                                       Aggregate   Aggregate
                                           Number of        Number     Cost of     Proceeds     Cost      Net Gain
        Description of Assets              Purchases       of Sales    Purchases  from Sales  of Asset    on Sale
        ---------------------              ---------       --------    ---------  ----------  --------    -------

<S>                                          <C>             <C>      <C>          <C>        <C>

Crown Cork & Seal Common Stock                62              75      $511,285     $758,701   $497,851    $260,849

T. Rowe Price Spectrum Income Fund           114              67       722,629      564,145    562,082       2,063

T. Rowe Price Spectrum Growth Fund            86              63     1,073,145      773,988    690,348      83,640

T. Rowe Price Prime Reserve Fund             117              73       923,768      824,160    824,160           0

</TABLE>
                                      - 8 -


                       Consent of Independent Accountants


     We hereby  consent to the  incorporation  by reference in the  Registration
Statement on Form S-8 (No. 33-61240) of Crown Cork & Seal Company, Inc. of our
report dated June 7, 1996 appearing on page 6 of this Form 11-K.





PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 25,1996




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