<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
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 14
Exhibit 23 - Consent of Independent Accountants . . . . . . . . 15
<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
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
Financial Statements
and Supplemental Information
December 31, 1995
<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Financial Statements and Supplemental Information
December 31, 1995
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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 - 4
Notes to Financial Statements 5 - 7
Schedule I - Schedule of Assets Held for Investment
at December 31, 1995 8
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 9
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
In our opinion, the accompanying statement of net assets available for plan
benefits and the related statements 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 (the "Plan") at December 31, 1995 and 1994, 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 net assets available for plan benefits and
changes in net assets available for plan 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
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<TABLE>
<CAPTION>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Statement of Net Assets Available for Plan Benefits
December 31, 1995 and 1994
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1995 1994
<S> <C> <C>
Investments:
Fixed Income Fund * $ 61,449,358 $ 70,112,269
Crown Stock Fund * 35,706,664 29,052,762
Vanguard Index Trust Fund * 13,297,699 9,197,853
Vanguard International Growth Portfolio Fund 2,689,236 2,646,997
Vanguard Explorer Fund 2,040,725 1,422,657
Vanguard Balanced Index Fund 2,118,224 987,774
Vanguard Bond Index Fund 529,861 226,356
Participant loans receivables 494,279 357,856
------------ ------------
Total investments 118,326,046 114,004,524
Cash and cash equivalents 3,952,287 4,299,853
Employer contributions receivable 83,216 105,504
Employee contributions receivable 327,749 304,571
------------ ------------
Net assets available for plan benefits $122,689,298 $118,714,452
============ ============
</TABLE>
* Represents more than 5% of net assets available for plan benefits as of
December 31, 1995.
The accompanying notes are an integral part of these financial statements.
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<PAGE>
<TABLE>
<CAPTION>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
For the Year Ended December 31, 1995
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Vanguard Vanguard Vanguard Vanguard
Fixed Crown Index International Vanguard Balanced Bond
Income Stock Trust Growth Explorer Index Index Participant
Fund Fund Fund Portfolio Fund Fund Fund Fund Loans Total
------ ------- -------- ------------- ---------- -------- ----- ----------- -------
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income:
Contributions:
Employer $ 1,025,538 $ 1,025,538
Participants $ 1,354,916 1,611,186 $ 675,684 $ 236,518 $ 192,647 $ 136,587 $ 70,869 4,278,407
Participant loan
repayments 59,566 45,150 16,689 7,294 5,406 2,121 534 $(136,760)
Investment income 4,055,839 304,860 71,811 159,714 69,315 25,969 33,172 4,720,680
Net realized gains
on investments 723,540 445,588 61,890 73,981 59,590 3,835 1,368,424
Net unrealized gains
on investments 2,338,632 2,822,296 260,185 204,909 217,633 33,840 5,877,495
Other receipts 50,077 45,931 103,300 75,652 89,070 60,396 44,818 469,244
Expenses:
Distributions to
participants (10,638,726) (1,659,367) (878,154) (170,866) (253,583) (85,482) (48,549) (30,215) (13,764,942)
Participant loans (136,137) (68,131) (51,571) (3,072) (486) (366) (1,244) 261,007
Interfund transfers (3,762,908) 2,571,118 676,201 (493,259) 155,727 675,795 177,326
------------ ----------- --------- --------- --------- ---------- ----------- -------- -----------
Increase (decrease) in
net assets available
for plan benefits (9,017,373) 6,633,597 4,114,893 46,153 627,385 1,135,589 307,398 127,204 3,974,846
Net assets at
beginning of year 74,520,455 29,280,270 9,241,859 2,661,109 1,430,484 993,772 228,647 357,856 118,714,452
---------- ----------- ----------- --------- --------- ----------- -------- -------- ------------
Net assets at end of year $65,503,082 $35,913,867 $13,356,752 $2,707,262 $2,057,869 $2,129,361 $536,045 $485,060 $122,689,298
=========== =========== =========== ========== ========== =========== ======== ======== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
<TABLE>
<CAPTION>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Plan Benefits, with Fund Information
For the Year Ended December 31, 1994
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Vanguard Vanguard Vanguard Vanguard
Fixed Crown Index International Vanguard Balanced Bond
Income Stock Trust Growth Portfolio Explorer Index Index Participant
Fund Fund Fund Fund Fund Fund Fund Loans Total
---- ---- ---- ---- ---- ---- ---- ----- -----
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Income:
Contributions:
Employer $ 831,626 $ 831,626
Participants $ 1,400,933 1,628,037 $ 556,666 $ 151,120 $ 85,973 $ 65,706 $ 27,272 3,915,707
Participant loan
repayments 111,827 74,191 35,236 11,036 9,213 2,662 208 $(244,373)
Investment income 4,718,063 278,791 34,803 75,951 35,697 17,158 41,776 5,202,239
Net realized losses
on investments (153,227) (20,234) (6,868) (9,847) (8,746) (10,488) (209,410)
Net unrealized losses
on investments (2,680,069) (137,862) (53,086) (67,796) (30,141) (12,846) (2,981,800)
Other receipts 12,940 44,077 96 192 96 57,401
Expenses:
Distributions to
participants (10,434,366) (865,556) (443,654) (42,124) (21,436) (26,352) (6,683) (24,387) (11,864,558)
Interfund transfers (4,406,827) (1,216,006) 529,495 2,566,036 1,358,330 954,946 214,026
----------- ------------ ---------- ---------- ---------- -------- -------- -------- ------------
Increase (decrease)
in net assets available
for plan benefits (8,597,430) (2,336,927) 798,534 2,661,109 1,430,484 993,772 228,647 (226,984) (5,048,795)
Net assets at beginning
of year 83,117,885 31,617,197 8,443,325 584,840 123,763,247
----------- ----------- ---------- ---------- ---------- -------- -------- -------- ------------
Net assets at end of year $74,520,455 $29,280,270 $9,241,859 $2,661,109 $1,430,484 $993,772 $228,647 $357,856 $118,714,452
=========== =========== ========== ========== ========== ======== ======== ======== ============
</TABLE>
The accompanying notes are an integral part of these financial statements.
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<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1995
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1. Summary of Significant Accounting Policies
Basis of Presentation. 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. Guaranteed investment contracts are fully
benefit responsive and stated at contract value. 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.
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 (ERISA).
The Plan has two components: a participant salary deferral 401(k) component
and a Company matching contribution 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. Contribution rates are subject to
certain limitations, as prescribed by law. The Company makes matching
contributions equal to 50% of the employee's contribution, up to a maximum
of 3% of compensation. Company contributions are made in the form of
Company common stock.
A brief description of available investment options follows:
(1) Fixed Income Fund - A fixed income fund which invests primarily in
investment contracts issued by insurance companies, commercial
banks and other similar types of fixed principal investments.
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<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1995
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(2) Crown Stock Fund - A fund which invests in shares of
Company common stock.
(3) Vanguard Index Trust Fund (Formerly the Diversified Equity Fund) -
A growth and income stock fund which invests in all stocks
included in the Standard & Poor's 500 Index in approximately the
same proportions as they are represented in the S&P index.
(4) Vanguard International Growth Portfolio Fund - An international
stock fund which invests in the common stocks of foreign
corporations located outside the United States.
(5) Vanguard Explorer Fund - An aggressive growth stock fund which
invests in the common stocks of small companies.
(6) Vanguard Balanced Index Fund - A balanced fund which invests 60%
of its assets in a portfolio of stocks expected to parallel the
returns of the Wilshire 500 Index and 40% of its assets in a fixed
income portfolio that is structured to track the Lehman Brothers
Aggregate Bond Index.
(7) Vanguard Bond Index Fund - An intermediate-term bond fund which
invests in a combination of securities expected to perform
similarly to the Total Bond Market Portfolio of Lehman Brothers
Aggregate Bond Index.
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 a lump sum or periodic annuity
payments (either cash or Company stock).
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.
The Plan is administered by the Benefit Plans Committee (the "Committee").
The Committee appointed The Vanguard Group ("Vanguard") to assume both
trustee and recordkeeping responsibilities.
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.
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<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Notes to Financial Statements
December 31, 1995
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3. Investments
As of December 31, 1995 and 1994, the Plan held the following investments
which exceeded 5% of the total fair value of Plan assets:
1995 1994
---- ----
Fixed Income Fund (contract value):
Bankers Trust Guaranteed Investment Contract
#92-494-1 $10,005,025
Metropolitan Life Insurance Company
Guaranteed Investment Contract #GAC-12704 $ 6,585,176 6,208,891
The Prudential Asset Management Group
Guaranteed Investment Contract 7,270,783
Caisse Des Depots et Consignations Guaranteed
investment Contract 9,682,762
Crown Cork & Seal Common Stock 35,706,664 29,052,762
Vanguard Index Trust Fund 13,297,699 9,197,853
4. 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 received a favorable determination letter from the IRS, and
accordingly, the Trust is not subject to federal or local income taxes.
5. Insurance Company Seizure
On August 11, 1994, regulators in both the United States and Canada seized
control of Confederation Life Insurance Company. The action was taken to
prevent the possibility of massive demands for cash following a failed
business combination. At the time of the seizure, the Plan's Fixed Income
Fund included an investment contract with a value of approximately $4.8
million. The recognition of interest income was suspended coincident with
the seizure on August 11, 1994. The portion of participants' account
balances related to this investment are not subject to withdrawal except in
very limited circumstances (e.g., hardships and death).
The regulators have not released financial information sufficient to
indicate the extent of recovery for participants invested in Confederation
Life contracts. However, neither the Company nor the Committee has been
informed that a loss has or will be incurred and, accordingly, no provision
for loss has been recorded in the accompanying financial statements.
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<PAGE>
Schedule I
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
Item 27a - Schedule of Assets Held for Investment at December 31, 1995
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Units
Description Outstanding Cost Fair Value
Fixed Income Fund *
Guaranteed Investment Contracts
American International Life
Assurance Company #18102 $ 3,425,312 $ 3,425,312
Caisse Des Depots et Consignations 9,682,762 9,682,762
Confederation Life Insurance Company
#62469 (in receivership (1)) 4,760,482 4,760,482
Continental National Assurance #12747 5,208,857 5,208,857
Metropolitan Life Insurance Company
#GAC-12704 6,585,176 6,585,176
Massachusetts Mutual PGIC #10490 2,013,763 2,013,763
New York Life #GAC-6495 5,327,978 5,327,978
New York Life #GAC 30025 5,480,023 5,480,023
Peoples Insurance Security Company
#BDA00036TR-1 4,003,264 4,003,264
Peoples Insurance Security Company
#BDA00036TR-2 2,031,948 2,031,948
Peoples Insurance Security Company
#BDA00036TR-3 1,501,318 1,501,318
Peoples Insurance Security Company
#BDA00036TR-4 2,511,167 2,511,167
The Prudential Asset Management Group
#7871 3,872,783 3,872,783
Union Bank of Switzerland #2126 5,044,525 5,044,525
---------- ----------
Total Fixed Income Fund 61,449,358 61,449,358
Crown Stock Fund *
Crown Cork & Seal Company, Inc.
common stock 855,249.4 24,651,978 35,706,664
Vanguard Index Trust Fund * 230,862.8 10,582,685 13,297,699
Vanguard International Growth Portfolio 179,043.7 2,457,580 2,689,236
Vanguard Explorer Fund 40,855.3 1,887,492 2,040,725
Vanguard Balanced Index Fund 165,875.0 1,920,405 2,118,224
Vanguard Bond Index Fund 52,254.5 508,651 529,861
Participant loans receivables (
at 9.5% - 9.75% interest rates) 494,279 494,279
------------ ------------
Total Investments at December 31, 1995 $103,952,428 $118,326,046
============ ============
* Represents more than 5% of net assets available for plan benefits
as of December 31, 1995
(1) See Note 5 to accompanying financial statements.
- 8 -
<PAGE>
Schedule II
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
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
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<TABLE>
<CAPTION>
Aggregate Aggregate
Number of Number of Cost of Proceeds Net gain
Description of Assets Purchases of Sales Purchases from Sales Cost on Sale
- --------------------- --------- -------- --------- ---------- ----- -------
<S> <C> <C> <C> <C> <C> <C>
Fixed Income Fund 175 187 $12,021,094 $21,031,572 $21,031,572
Crown Stock Fund 116 131 11,164,218 7,573,682 6,850,142 $723,540
Vanguard Index Trust Fund 96 92 4,015,638 3,197,667 2,572,079 445,588
</TABLE>
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Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-39529) 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
