<PAGE>1
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:
CONSTAR International Inc.
Salaried Employees' Savings Incentive Plan
B. Name of issuer of the Securities held pursuant to the plan and the
address of principal executive office:
CROWN CORK & SEAL COMPANY, INC.
9300 ASHTON ROAD
PHILADELPHIA, PA 19136
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<PAGE>2
INDEX
PAGE
Signatures .. . . . . . . . . . . . . . . . . . . . . . . . . 3
Report of Independent Accounts . . . . . . . . . . . . . . . 6
Audited Plan Financial Statements And Schedules Prepared In
Accordance With The Financial Reporting Requirements Of ERISA 7 to 13
Exhibits 23 - Consent Of Independent Accountants . . . . . . 14
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<PAGE>3
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.
CONSTAR International Inc.
Salaried Employees'
Savings Incentive Plan
Date: June 29, 1994 By:/s/James A. Merritt
James A. Merritt
Member, Benefit Plan Committee
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<PAGE>4
CONSTAR International
Salaried Employees' Savings
Incentive Plan
December 31, 1993
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<PAGE>5
CONSTAR International
Salaried Employees' Savings Incentive Plan
Index to Financial Statements
and
Supplementary Information
Page(s)
Report of Independent Accountants 1
Statement of Net Assets Available for Plan Benefits 2 - 3
Statement of Changes in Net Assets Available for Plan Benefits 4
Notes to Financial Statements 5 - 6
Schedule I - Schedule of Assets Held for Investment
at December 31, 1993 7
Schedule II - Reportable Transactions (Transaction or Series
of Transactions) for the Year Ended
December 31, 1993 in Excess of 5% of Plan Assets 8
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<PAGE>6
Report of Independent Accountants
June 22, 1994
To the Savings Plan Committee and Participants
of the CONSTAR International
Salaried Employees' Savings Incentive 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 CONSTAR International Salaried Employees' Savings
Incentive 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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<PAGE>7
CONSTAR International
Salaried Employees' Savings Incentive Plan
<TABLE>
Statement of Net Assets Available for Plan Benefits
December 31, 1993
<CAPTION>
Stock Fixed Diversified Government PASOP
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Crown Cork & Seal Co., Inc.
78,116 shares, cost $3,017,932 $2,699,347 $571,761 $ 3,271,108
Sun Trust Retirement Reserve
Fund, cost equals market 52,800 3,888 56,688
New England Mutual Life
Insurance Group Annuity Policy
#3597, cost equals market $14,373,149 14,373,149
Vanguard/Windsor Fund, 72,226
shares, cost $907,411 $1,004,662 1,004,662
AIM Equity Funds, Inc. -
Weingarten Fund, 56,866
shares, cost $980,289 975,259 975,259
Investment Company of America,
52,860 shares, cost $938,334 986,167 986,167
Vanguard Fixed Income Securities
Fund, 77,867 shares, cost
$807,359 $805,147 805,147
Cash and cash equivalents,
cost equals market 153,193 40,925 25,828 219,946
Total investments 2,752,147 14,526,342 3,007,013 830,975 575,649 21,692,126
Loans to employees 921,618 921,618
Accrued income receivable 137 168 85 68 2 460
Net assets available for plan
benefits $2,752,284 $15,448,128 $3,007,098 $831,043 $575,651 $22,614,204
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
Page 2
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<PAGE>8
CONSTAR International
Salaried Employees' Savings Incentive Plan
<TABLE>
Statement of Net Assets Available for Plan Benefits
December 31, 1992
<CAPTION>
Stock Fixed Windsor Diversified Government PASOP
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments at fair value:
Sun Trust Retirement Reserve
Fund, cost equals market $2,567,936 $583,702 $ 3,151,638
New England Mutual Life
Insurance Group Annuity
Policy #3597, cost equals market $13,412,680 13,412,680
Windsor Fund, 165,252 shares,
$1,978,091 cost $1,706,278 $ 399,028 2,105,306
AIM Equity Funds, Inc. -
Weingarten Fund, 24,053
shares, $425,277 cost 416,832 416,832
Investment Company of America,
22,865 shares, $400,414 cost 409,047 409,047
Vanguard Fixed Income Securities
Fund, 29,918 shares, $309,645 cost $307,255 307,255
Cash and cash equivalents,
cost equals market 174,492 21,298 23,279 14,331 233,400
Total investments 2,567,936 13,587,172 1,727,576 1,248,186 321,586 583,702 20,036,158
Loans to employees 826,484 826,484
Contributions receivable 7,594 37,411 3,765 6,547 1,177 56,494
Net assets available for plan benefits $2,575,530 $14,451,067 $1,731,341 $1,254,733 $322,763 $583,702 $20,919,136
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
Page 3
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<PAGE>9
CONSTAR International
Salaried Employees' Savings Incentive Plan
<TABLE>
Statement of Changes in Net Assets Available for Plan Benefits
For the Year Ended December 31, 1993
<CAPTION>
Stock Fixed Windsor Diversified Government PASOP
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investment income:
Dividends $ 76,391 $ 62,817 $ 9,005 $ 148,213
Interest $ 45,598 $ 801,932 382 $ 39,203 887,115
Gain (loss) on sales of investments 1,461 97,966 27,191 716 ( 572) 126,762
Unrealized appreciation (depreciation)
of investments 201,085 ( 95,683) 108,334 178 52,090 266,004
Income from investment activities 246,683 803,393 78,674 198,724 40,097 60,523 1,428,094
Contributions:
Employee 361,987 916,396 230,525 73,701 1,582,609
Employer 127,189 329,665 73,127 21,645 551,626
Participant withdrawals ( 279,774) (1,267,079)( 99)( 229,513) ( 10,045) ( 68,895) (1,855,405)
Net transfers (to) from other funds ( 276,004) 218,994 (1,810,748) 1,483,860 383,898
Administrative expenses ( 3,327) ( 4,308) 832 ( 4,358) ( 1,016) 321 ( 11,856)
Increase (decrease) in net assets
available for plan benefits 176,754 997,061 (1,731,341) 1,752,365 508,280 ( 8,051) 1,695,068
Net assets at beginning of year 2,575,530 14,451,067 1,731,341 1,254,733 322,763 583,702 20,919,136
Net assets at end of year $ 2,752,284 $15,448,128 $ $ 3,007,098 $ 831,043 $ 575,651 $22,614,204
</TABLE>
[FN]
The accompanying notes are an integral part of these financial statements.
Page 4
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<PAGE>10
CONSTAR International
Salaried Employees' Savings Incentive Plan
Notes to Financial Statements
Note 1 - Summary of Significant
Accounting Policies:
Plan Description
The CONSTAR International Salaried Employees' Savings Incentive Plan (the
"Plan") became effective September 1, 1983. The purpose of the Plan is to
encourage voluntary savings and to assist employees in meeting their retirement
income objectives. All salaried employees of CONSTAR International (the
"Employer") with at least one year of service, as defined, are eligible to
participate in the Plan. All of the outstanding common stock of CONSTAR
International, Inc. was acquired by Crown Cork & Seal Company, Inc. during 1992.
The Plan is administered by the CONSTAR International Savings Plan Committee
(the "Committee"). The Committee has appointed American National Bank and
Trust Company to serve as the trustee of the Plan.
Basis of Accounting
The Plan maintains its financial records and prepares its financial statements
using the accrual basis of accounting. 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 trustee.
All expenses for the administration of the Plan, except for brokerage
commissions and related expenses on security transactions, are paid by the
Employer.
Note 2 - Contributions and Withdrawals:
Participants may make a basic contribution of 2% to 6% of their compensation
through payroll deductions. Participants may also make a supplemental
contribution of 1% to 11% of their compensation in addition to the full 6%
basic contribution, subject to certain limitations. The aggregate of these
contributions may not exceed 17% of the participant's compensation, subject to
certain limitations.
The Employer makes a matching contribution equal to one-half of the first 6% of
aggregate employee basic and added value contributions.
Participants are immediately fully vested in allocations of Employer
contributions.
The basic, supplemental, profitability and the portion of the participant's
added value contributions matched by the Employer can only be withdrawn from
the participant's account upon retirement, death, disability, separation of
employment, attainment of age 59 1/2 or through a loan approved by the
Committee. However, the Plan allows for financial hardship withdrawals,
subject to certain limitations. Payment of any income tax liabilities generated
by withdrawals from the Plan are the responsibility of the employee.
Note 3 - Tax Status of the Plan:
The trust established under the Plan is qualified under the Internal Revenue
Code as exempt from federal income taxes. Although the Plan has received a
favorable determination letter from the IRS, it has not yet been updated for
plan amendments necessary to meet certain requirements of the Tax Reform Act of
1986. However, the plan sponsor is of the opinion that the Plan meets the IRS
requirements and therefore the trust continues to be tax exempt.
Page 5
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Note 4 - Investment Programs:
The Plan currently comprises four investment funds. Prior to May 1, 1993, the
Plan comprised five investment funds.
The Stock Fund was invested in the common stock of CONSTAR International, Inc.
until Crown Cork & Seal Company, Inc., via tender offer, acquired all of the
CONSTAR International, Inc. common stock. The proceeds from the sale
of the common stock were invested in the Sun Trust Retirement Reserve Fund where
they remained at the end of 1992. The Stock Fund began investing in the common
stock of Crown Cork & Seal Company, Inc. in 1993.
The Fixed Income Fund is presently investing in guaranteed investment contracts
with New England Mutual Life Insurance Company. The annual yields on these
funds were 6.6% in 1993 and 8.0% in 1992.
The Windsor Fund was an equity fund holding shares of Windsor. Windsor is a
no-load fund which invests primarily in common stocks. During 1993, a decision
was made to liquidate this fund and transfer its assets among the other funds,
primarily the Crown Cork & Seal Company, Inc. stock fund. Since the Windsor
Fund no longer has any assets, nor is it an investment option to participants
of the Plan, it has been removed from the Statement of Net Assets Available for
plan Benefits. The current year's activity is however, presented in the
Statement of Changes in Net Assets Available for Plan Benefits for the year
ended December 31, 1993.
The Diversified Equity Fund includes shares of the AIM Weingarten Fund, shares
of the Investment Company of America as well as shares of Windsor. All three
funds are equity funds.
The Government Securities Fund holds shares in the Vanguard Fixed Income
Securities Fund, which comprises government bonds with one to four year
maturities.
Additionally, the Plan includes the PASOP Fund, which, until the aforementioned
acquisition by Crown Cork & Seal Company, Inc., invested in the common stock of
CONSTAR International, Inc.. The fund currently has 99% of its assets invested
in common stock of Crown Cork & Seal Co., Inc. The Tax Reform Act of 1986
eliminated the payroll tax credit which had been the source of funding for the
PASOP fund. At that time, the Employer discontinued all contributions to the
PASOP Fund.
A participant's contribution to the Plan may be invested solely in any one of
the above funds, other than the PASOP Fund, or may be divided among any of the
available funds in 5% increments. The investment election may be changed by
participants at the beginning of a Plan quarter.
Contributions to and cash dividends or other earnings from any fund may be
temporarily invested at money market rates prior to the purchase of investment
securities. The investments held by the funds may be changed from time to time
as determined by the Plan Committee as is consistent with the respective fund's
objectives.
Note 5 - Loans to Participants:
At December 31, 1993 and 1992, receivables from employees consisted primarily
of loans from the Fixed Income Fund to participants in accordance with the
terms set forth in the Plan agreement. Interest rates on these loans at
December 31, 1993 were 7.0% throughout the year, and for 1992, rates ranged
from 7.0% to 11.5%.
Page 6
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<PAGE>12
Schedule I
CONSTAR International
Salaried Employees' Savings Incentive Plan
Schedule of Assets Held for Investment at December 31, 1993
Description Number of Shares Cost Fair Value
Crown Cork & Seal Co., Inc.
common stock 78,116 $ 3,017,932 $ 3,271,108*
New England Mutual Life Insurance
Group Annuity Policy #3597 14,373,149 14,373,149*
Vanguard/Windsor Fund 72,226 907,411 1,004,662
AIM Equity Funds, Inc. Weingarten
Fund 56,866 980,289 975,259
Investment Company of America 52,860 938,334 986,167
Vanguard Fixed Income Securities
Fund 77,867 807,359 805,147
Sun Trust Retirement Reserve Fund 56,688 56,688 56,688
Cash and cash equivalents 219,946 219,946
Total Investments at December 31, 1993 $21,301,108 $21,692,126
* Comprises more than 5% of the fair value of Plan assets at
December 31, 1993.
Page 7
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<PAGE>13
Schedule II
CONSTAR International
Salaried Employees' Savings Incentive 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 Cost Aggregate Proceeds Cost Net Gain or
Description Purchases of Sales of Purchases from Sales of Asset Loss on Sale
<S> <C> <C> <C> <C> <C> <C>
Sun Trust Retirement
Reserve Fund 59 74 $2,865,077 $5,963,864 $5,963,864
Crown Cork & Seal Co., Inc.
common stock 15 3 3,047,086 28,582 29,153 ($ 571)
New England Mutual Life
Insurance Group Annuity
Policy #3597 24 8 2,178,470 1,218,000 1,218,000
Vanguard/Windsor Fund 13 7 647,936 1,784,902 1,686,936 97,966
AIM Equity Funds, Inc.-
Weingarten Fund 22 18 1,600,918 1,009,122 992,175 16,947
</TABLE>
Page 8
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<PAGE>14
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Prospectus
constituting part of the Registration Statement on Form S-8 (No. 33-63732) of
CONSTAR International of our report dated June 22, 1994 appearing on page 6
of this Form 11-K.
PRICE WATERHOUSE
Philadelphia, Pennsylvania
June 29, 1994
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