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, 1997
Commission File Number 1-2227
E. Full title of the plan:
Crown Cork & Seal Company, Inc.
401 (k) Retirement Savings Plan
for Employees of Golden Aluminum
F. 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 Golden Aluminum
By: /s/ James T. Malec
------------------
James T. Malec
Member, Benefit Plan Committee
Date: June 18, 1999
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
for Employees of Golden Aluminum
Financial Statements for the Period March 1, 1997
(Inception of the Plan) to December 31, 1997
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Table of Contents
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Page(s)
Report of Independent Accountants 1
Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 7
Additional Information*
Schedule I - Schedule of Assets Held for Investment Purposes 9
* Other supplemental schedules required by Section 2520.103-10 of the
Department of Labor Rules and Regulations for Reporting and Disclosure under
ERISA have been omitted because they are not applicable.
<PAGE>
Report of Independent Accountants
June 19, 1998
To the Benefit Plans Committee and Participants
of the Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
In our opinion, the accompanying statement of net assets available for benefits
and the related statement of changes in net assets available for benefits
present fairly, in all material respects, the net assets available for benefits
of the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for
Employees of Golden Aluminum (the "Plan") at December 31, 1997, and the changes
in the net assets available for benefits for the period March 1, 1997 (inception
of the Plan) to December 31, 1997, 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 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 audit provides a
reasonable basis for the opinion expressed above.
Our audit was performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedule I 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. Schedule I 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.
PricewaterhouseCoopers LLP
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Statement of Net Assets Available for Benefits
- --------------------------------------------------------------------------------
December 31,1997
----------------
Investments, at fair value
Registered investment companies:
Vanguard Balanced Index Fund $ 79,175 *
Vanguard Bond Index Fund - Total Bond Market Portfolio 28,342
Vanguard Explorer Fund 72,022 *
Vanguard Index Trust - 500 Portfolio 225,646 *
Vanguard International Growth Portfolio 30,834
---------
436,019
Crown Cork & Seal Stock Fund 76,128 *
Crown Cork & Seal Fixed Income Fund 199,721 *
---------
Total investments 711,868
---------
Receivables
Employer's contributions 26,521
Participant's contributions 77,572
---------
Total receivables 104,093
---------
Net assets available for benefits $ 815,961
=========
* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Statement of Changes in Net Assets Available for Benefits
- --------------------------------------------------------------------------------
For the Period
March 1, 1997
(Inception of
the Plan) to
December 31, 1997
-----------------
Additions
Investment income:
Interest and dividend income, investments $ 19,680
Net depreciation in fair value of investments (4,482)
----------
15,198
----------
Contributions:
Employer 201,927
Participant 601,473
----------
803,400
----------
Total additions 818,598
----------
Deductions
Payment of benefits 2,637
----------
Net increase 815,961
Net assets available for benefits:
Beginning of period -
----------
End of period $ 815,961
==========
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 Golden Aluminum
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 1 - Description Of Plan
The following description of the Crown Cork & Seal Company, Inc. 401 (k)
Retirement Savings Plan for Employees of Golden Aluminum ("Plan") provides only
general information. Participants should refer to the Plan agreement for a more
complete description of the Plan's provisions.
General
The Plan commenced operations on March 1, 1997 and is a defined contribution
plan covering eligible full-time employees of Golden Aluminum Company (Company)
who have one year of service and are age eighteen or older. In addition,
employees who were eligible to participate in the ACX Technologies, Inc. Savings
and Investment Plan on February 28, 1997 (Crown Cork & Seal Company, Inc.
obtained the rights to acquire the Company from ACX Technologies, Inc. in March
of 1997.) are also eligible. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
Contributions
Each year, participants may contribute up to 17 percent of pretax annual
compensation, as defined in the Plan. Participants may also contribute an amount
representing distributions from other qualified defined benefit or contribution
plans. The Company contributes 50 percent of the first 6 percent of base
compensation that a participant contributes to the Plan. Additional amounts may
be contributed at the option of the Company's board of directors. Contributions
are subject to certain limitations.
Participant Accounts
Each participant's account is credited with the participant's contribution and
allocations of (a) the Company's contributions and, (b) Plan earnings, and
charged with an allocation of administrative expenses (note 4). Allocations are
based on participant earnings or account balances, as defined. The benefit to
which a participant is entitled is the benefit that can be provided from the
participant's vested account.
Vesting
Participants are immediately vested in their contributions and the Company's
contributions plus actual earnings thereon.
Participant loans
Participants may borrow from their account a minimum of $1,000 up to a maximum
equal to the lesser of $50,000 or 50 percent of the participant's vested
balance. Loan transactions are treated as a transfer to (from) the investment
fund from(to) the Participant loans. Loan terms range from 1-5 years or up to 10
years for the purchase of a primary residence. The loans are secured by the
balance in the participant's account and bear interest at a rate commensurate
with a prevailing commercial rate as determined by the Benefit Plans Committee.
Principal and interest is paid ratably through monthly payroll deductions. There
were no loans outstanding as of December 31, 1997.
- 4 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
- --------------------------------------------------------------------------------
Payment of Benefits
On termination of service due to death, disability or retirement, a participant
may elect to receive either a lump sum amount equal to the value of the
participant's vested interest in his or her account, or substantially equal
periodic installments over a period not to exceed 10 years. For termination of
service due to other reasons, a participant may receive the value of the vested
interest in his or her account as a lump-sum distribution.
Plan Termination
Although it has not expressed any intent to do so, the Company has the right
under the Plan to discontinue its contributions at any time and to terminate the
Plan subject to the provisions of ERISA.
Investment Options
During the period ended December 31, 1997, participants were able to allocate
their contributions among the following investment options:
Vanguard Balanced Index Fund: Seeks to provide income and long-term growth of
capital and income by dividing its assets between indexed portfolios of stocks
(60%) and bonds (40%).
Vanguard Bond Index Fund - Total Bond Market Portfolio: Seeks to provide a high
level of interest income by attempting to match the performance of the unmanaged
Lehman Brothers Aggregate Bond Index, a widely recognized measure of the entire
taxable U.S. bond market.
Vanguard Explorer Fund: Seeks to provide long-term growth of capital by
investing in a diversified group of small-company stocks with prospects for
above-average growth.
Vanguard Index Trust - 500 Portfolio: Seeks to provide long-term growth of
capital and income from dividends by holding all of the 500 stocks that make up
the unmanaged Standard & Poor's 500 Composite Stock Price Index, a widely
recognized benchmark of U.S. stock market performance.
Vanguard International Growth Portfolio: Seeks to provide long-term growth of
capital by investing in stocks of high-quality, seasoned companies based outside
the United States. Stocks are selected from more than 15 countries.
Crown Cork & Seal Stock Fund: Invests in Crown Cork & Seal stock to provide the
possibility of long-term growth through increases in the value of the stock and
the reinvestment of its dividends.
Crown Cork & Seal Fixed Income Fund: Seeks to preserve the value of the original
investment and provide an attractive level of interest by investing primarily in
investment contracts issued by insurance companies and banks and other types of
fixed principal investments. It is designed to maintain a constant $1.00 share
value.
- 5 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 2 - Summary of Accounting Policies
The following accounting policies, which conform with generally accepted
accounting principles, have been used consistently in the preparation of the
Plan's financial statements:
Basis of Accounting
The financial statements of the Plan are prepared under the accrual method of
accounting.
Use of Estimates
The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of additions and deductions during the reporting period.
Actual results could differ from those estimates.
Investment Valuation and Income Recognition
The Plan's investments are stated at fair value. Shares of registered investment
companies are valued at quoted market prices which represent the net asset value
of shares held by the Plan at year-end. The Company stock fund is valued at its
year-end unit closing price (comprised of year-end market price plus uninvested
cash position.). Units of the Company's fixed income fund are valued at net
asset value at year end.
Participant loans are valued at cost which approximates fair value.
Purchases and sales of investments are recorded on a trade-date basis. Interest
income is accrued when earned. Dividend income is recorded on the ex-dividend
date. Capital gain distributions are included in dividend income.
Payment of Benefits
Benefits are recorded when paid.
Note 3 - Related Party Transactions
The Plan invests in shares of mutual funds managed by an affiliate of Vanguard
Fiduciary Trust Company ("VFTC".) VFTC acts as trustee for only those
investments as defined by the Plan. Transactions in such investments qualify as
party-in-interest transactions which are exempt from the prohibited transaction
rules.
Note 4 - Plan Expenses
The Company has the option under the Plan's provision to pay for the Plan's
administrative expenses. For the period March 1, 1997 (inception of the Plan) to
December 31, 1997, the Company paid for the Plan's administrative expenses.
Note 5 - Tax Status
The Company has not submitted their plan to the Internal Revenue Service for
determination of the Plan's tax status. However, the Plan administrator believes
that the Plan is designed and is currently being operated in compliance with the
applicable requirements of the Internal Revenue Code.
Note 6 - Crown Cork & Seal Fixed Income Fund
The Crown Cork & Seal Fixed Income Fund consists of guaranteed investment
contracts valued at contract value, which approximates fair value. The
guaranteed investment contracts are fully benefit responsive. Interest rates on
guaranteed investment contracts ranged between 5.48 percent and 6.96 percent at
December 31, 1997. Average yield on guaranteed investment contracts was 6.07
percent in 1997.
- 6 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Golden Aluminum
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 7 - Changes in Net Assets Available for Benefits by Investment Fund
The allocation of changes in net assets available for benefits for the period
March 1, 1997 (inception of the Plan) to December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------------
Vanguard
Bond Index Crown
Vanguard Fund- Vanguard Vanguard Crown Cork & Seal
Balanced Total Bond Vanguard Index International Cork & Seal Fixed
Index Market Explorer Trust-500 Growth Stock Income
Fund Portfolio Fund Portfolio Portfolio Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividend income,
investments $ 1,884 $ 537 $ 7,537 $ 3,878 $ 1,517 $ 725 $ 3,602 $ 19,680
Net unrealized appreciation
(deprec.) of investments 192 270 (10,037) 3,385 (3,416) 5,124 - (4,482)
-------- -------- -------- -------- -------- -------- -------- --------
2,076 807 (2,500) 7,263 (1,899) 5,849 3,602 15,198
-------- -------- -------- -------- -------- -------- -------- --------
Contributions:
Employer 23,724 8,578 20,088 63,302 9,160 19,728 57,347 201,927
Participant 64,480 22,652 64,640 190,031 27,569 61,007 171,094 601,473
-------- -------- -------- -------- -------- -------- -------- --------
88,204 31,230 84,728 253,333 36,729 80,735 228,441 803,400
-------- -------- -------- -------- -------- -------- -------- --------
Total additions 90,280 32,037 82,228 260,596 34,830 86,584 232,043 818,598
-------- -------- -------- -------- -------- -------- -------- --------
Deductions:
Payment of benefits - - - - - - 2,637 2,637
-------- -------- -------- -------- -------- -------- -------- --------
Net increase prior to
interfund transfers 90,280 32,037 82,228 260,596 34,830 86,584 229,406 815,961
Interfund transfers - - 869 - - - (869) -
-------- -------- -------- -------- -------- -------- -------- --------
Net increase 90,280 32,037 83,097 260,596 34,830 86,584 228,537 815,961
Net assets available for benefits:
Beginning of period - - - - - - - -
-------- -------- -------- -------- -------- -------- -------- --------
End of period $ 90,280 $ 32,037 $ 83,097 $260,596 $ 34,830 $ 86,584 $228,537 $815,961
======== ======== ======== ======= ======= ======== ======== ========
</TABLE>
- 7 -
<PAGE>
Additional Information
Required for Form 5500
<PAGE>
Crown Cork & Seal Company, Inc. Schedule I
401(k) Retirement Savings Plan for Employees of Golden Aluminum
EIN 23-1526444
Schedule of Assets Held for Investment Purposes
Attachment to Form 5500, Line 27(a):
December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Identity of Issue Investment Type Cost Value
----------------- --------------- ---- -----
<S> <C> <C> <C>
* Vanguard Balanced Index Fund Registered Investment Company $ 78,983 $ 79,175
* Vanguard Bond Index Fund - Total Bond Market Portfolio Registered Investment Company 28,071 28,342
* Vanguard Explorer Fund Registered Investment Company 82,058 72,022
* Vanguard Index Trust - 500 Portfolio Registered Investment Company 222,261 225,646
* Vanguard International Growth Portfolio Registered Investment Company 34,250 30,834
* Crown Cork & Seal Stock Fund Company Stock Fund 71,004 76,128
* Crown Cork & Seal Fixed Income Fund Unallocated Insurance Contracts 199,721 199,721
--------- ---------
Total assets held for investment purposes $ 716,348 $ 711,868
========= =========
<FN>
* Party in interest
</FN>
</TABLE>
- 9 -
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 (No. 333-67175) of Crown Cork & Seal Company, of our
report dated June 19, 1998 appearing on page 6 of this Form 11K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 18, 1999
