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, 1996
Commission File Number 1-2227
G. Full title of the plan:
Crown Cork & Seal Company, Inc.
401(K) Retirement Savings Plan
for Employees of Van Dorn Company
H. 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
<PAGE>
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 15
Exhibit 23 - Consent of Independent Accountants................ 16
<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
By: /s/ James T. Malec
James T. Malec
Member, Benefit Plan Committee
Date: June 25, 1997
<PAGE>
Crown Cork & Seal
Company, Inc. 401(k)
Retirement Savings Plan
for Employees of
Van Dorn Company
Financial Statements
and Supplemental Information
December 31, 1996 and 1995
<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for
Employees of Van Dorn Company
Financial Statements and Supplemental Information
December 31, 1996 and 1995
- -------------------------------------------------------------------------------
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 Purposes 8
Schedule II - Schedule of Reportable Transactions 9
Note: Other schedules required by ERISA are not applicable.
<PAGE>
Report of Independent Accountants
June 18, 1997
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, 1996 and
1995 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 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 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 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 WATHERHOUSE LLP
<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, 1996 and 1995
- --------------------------------------------------------------------------------
December 31,
1996 1995
Investments at fair value:
Crown Cork & Seal Common Stock* $ 3,744,525 $ 3,608,902
T. Rowe Price Mutual Funds:
Prime Reserve Fund* 2,199,564 2,234,072
Capital Appreciation Fund* 996,708 821,817
Spectrum Income Fund* 2,306,605 2,808,447
Spectrum Growth Fund* 6,162,855 6,442,502
Participant Loan Fund 224,092 285,532
------------ ------------
Total investments 15,634,349 16,201,272
Employer contributions receivable 20,048
Employee contributions receivable 62,202
Administrative expenses payable (9,200)
------------- ------------
Net assets available for plan benefits $15,625,149 $16,283,522
============= ============
* Represents more than 5% of net assets available for plan benefits
at December 31, 1996.
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
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, 1996
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<TABLE>
<CAPTION>
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:
Contributions
Employer $ 224,975 $ 224,975
Employee 50,298 $ 157,544 $ 146,363 $ 178,514 $ 252,424 785,143
Investment income 79,839 105,366 92,496 201,947 427,375 $ 28,655 935,678
Net appreciation in
fair value of investments 970,831 51,549 (22,760) 755,175 1,754,795
---------- ---------- --------- ----------- --------- --------- ----------
1,325,943 262,910 290,408 357,701 1,434,974 28,655 3,700,591
Deductions:
Benefits paid to participants
and rollovers to other plans (904,904) (507,552) (208,959) (797,287) (1,821,420) (102,453) (4,342,575)
Transfers
Loan principal repayment 7,215 14,424 9,728 22,027 23,612 (77,006)
Loan interest allocated 3,039 5,725 3,958 7,664 8,269 (28,655)
Loans issued (17,617) (28,958) (11,704) (27,590) (32,150) 118,019
Interfund transfers (323,933) 209,528 92,197 (75,718) 97,926
Administrative expenses (16,389) (16,389)
----------- ----------- ---------- ---------- ---------- --------- -----------
Increase in net assets
available for
plan benefits 89,743 (60,312) 175,628 (513,203) (288,789) (61,440) (658,373)
Net assets at
beginning of year 3,654,782 2,250,676 821,080 2,819,808 6,451,644 285,532 16,283,522
----------- ----------- --------- ---------- ---------- ---------- -----------
Net assets
at end of year $3,744,525 $2,190,364 $996,708 $2,306,605 $6,162,855 $224,092 $15,625,149
========== ========== ======== ========== ========== ======== ===========
</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
Statement of Changes In Net Assets Available
for Plan Benefits, with Fund Information
For the Year Ended December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
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:
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 appreciation in
fair value of 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:
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.
- 4 -
<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Notes to Financial Statements
December 31, 1996 and 1995
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1. Summary of Significant Accounting Policies
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 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. 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.
T. Rowe Price Retirement Plan Services, Inc. (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.
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 and
Central States Can Company. 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).
On June 17, 1996, Crown sold Davies Can Company ("Davies"), a division of
the Company, to Brockway Standard, Inc. ("Brockway"), a subsidiary of BWAY
Corporation. Employees of Davies participating in the Plan were given the
option of either rolling over their account balances into the Brockway
sponsored plan or their individual retirement accounts or keeping their
balances invested with the Plan. Their accounts became fully vested at
termination.
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<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Notes to Financial Statements
December 31, 1996 and 1995
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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 the Crown Cork & Seal Common Stock Fund.
Forfeitures of $16,381 and $7,354 were applied against administrative
expenses during 1996 and 1995, respectively. Total unallocated forfeitures
were $27,166 and $23,502 at December 31, 1996 and 1995, respectively.
These amounts will be used to reduce future administrative expenses.
Investments. Participants may direct their contributions among any of the
following investments:
1. Common Stock Fund - 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
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.
Distributions. Benefit payments from the Plan are limited to lump
sum distributions.
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<PAGE>
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
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.
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, dated February 22, 1996, from the Internal Revenue
Service (IRS) and accordingly, the Trust is not subject to federal or local
income taxes.
4. Related Party Transactions
Certain Plan investments are shares of mutual funds managed by the Trustee.
Therefore, these transactions qualify as parties-in-interest transactions
which are exempt from the prohibited transactions rules.
5. Subsequent Events
The Company was legally dissolved in December, 1996. The Plan continues
to be administered by the Crown Cork & Seal Company, Inc. Benefit
Plans Committee.
- 7 -
<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, 1996
- --------------------------------------------------------------------------------
Description Number Current
Identity of Issue of Investment of Shares Cost Value
Crown Cork & Seal
Common Stock Common stock 68,865 $ 2,231,754 $ 3,744,525
T. Rowe Price Prime
Reserve Fund * Registered
investment
Company 2,199,564 2,199,564 2,199,564
T. Rowe Price Capital
Appreciation Fund * Registered
investment
Company 68,881 920,135 996,708
T. Rowe Price Spectrum
Income Fund * Registered
investment
Company 205,947 2,231,689 2,306,605
T. Rowe Price Spectrum
Growth Fund * Registered
investment
Company 407,327 4,810,944 6,162,855
Participant Loan Fund
(at 9.25% - 12.95%
interest rates,
maturities ranging
from 1997 to 2001) 224,092 224,092
----------- ----------
Total assets held
for investment purposes
at December 31, 1996 $12,618,178 $15,634,349
=========== ===========
* Party-in-interest.
- 8 -
<PAGE>
Schedule II
Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Employees of Van Dorn Company
Item 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------
Identity Description Aggregate Aggregate Cost
of Party of Purchase Selling of Net
Involved Investments Price Price Assets Gain
Crown Cork & Seal
Co., Inc. Common Stock $ 953,256 $1,316,930 $844,043 $472,887
T. Rowe Price
Spectrum
Income Fund Registered
Investment Co. 561,120 1,019,579 998,523 21,056
T. Rowe Price
Spectrum
Growth Fund Registered
Investment Co. 1,563,256 2,113,366 1,627,955 485,411
T. Rowe Price
Prime
Reserve Fund Registered
Investment Co. 749,448 783,956 783,956 -
* 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.
- 9 -
Exhibit 23
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 18, 1997 appearing on page 6 of this Form 11-K.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 24,1997
