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
E. Full title of the plan:
Crown Cork & Seal Company, Inc.
401(K) Retirement Savings Plan
for Salaried Employees of CONSTAR International, Inc.
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 Salaried Employees of
CONSTAR International, Inc
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 Salaried
Employees of CONSTAR
International, Inc.
Financial Statements
and Supplemental Information
December 31, 1996 and 1995
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
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, with Fund Information 2 - 3
Statement of Changes in Net Assets Available
for Plan Benefits, with Fund Information 4 - 5
Notes to Financial Statements 6 - 8
Schedule I - Schedule of Assets Held
for Investment Purposes 9
Schedule II - Schedule of Reportable Transactions 10
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 Salaried Employees of CONSTAR International, Inc.
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 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan
for Salaried Employees of CONSTAR International, Inc. 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 management; 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 net assets available
for plan benefits and 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
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Stock Fixed Diversified Government TRASOP Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Crown Cork & Seal Common Stock $3,422,526* $ 3,422,526
SunTrust Bank
Retirement Reserve Fund 236,724 236,724
New England Mutual
Life Insurance
Group Annuity Policy #3597 $9,692,281* 9,692,281
Windsor Fund $2,043,620* 2,043,620
AIM Equity Funds, Inc.
- Weingarten Fund 1,876,030* 1,876,030
Investment Company of America -
Mutual Fund 2,134,686* 2,134,686
Vanguard Fixed Income
Securities Fund $586,183 586,183
STI Classic Prime Quality
Money Market Funds $123,207 123,207
Loans to participants $996,200 996,200
---------- ---------- ---------- -------- -------- -------- -----------
Total investments 3,659,250 9,692,281 6,054,336 586,183 123,207 996,200 21,111,457
Cash and cash equivalents 96,303 73,283 3,353 172,939
Accrued income receivable 600 41,172 422,482 9 514 464,777
Employee contribution receivable 12,229 29,125 29,591 2,710 73,655
Employer contribution receivable 4,656 11,449 10,561 952 27,618
Loan principal repayment receivable 4,019 (4,019)
Loan interest receivable 7,029 7,029
Administrative expenses receivable 2,132 900 2,619 702 6,353
---------- ---------- ---------- -------- -------- -------- -----------
Net assets available for benefits $3,678,867 $9,882,278 $6,592,872 $593,909 $123,721 $992,181 $21,863,828
========== ========== ========== ======== ======== ======== ===========
</TABLE>
* Represents more than 5% of the fair value of net assets available for benefits
at December 31, 1996.
The accompanying notes are an integral part of these financial statements.
2
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
Statement of Net Assets Available for Plan Benefits, with Fund Information
December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Stock Fixed Diversified Government TRASOP Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Investments, at fair value:
Crown Cork & Seal Common Stock $3,360,124* $3,360,124
SunTrust Bank
Retirement Reserve Fund 412 412
New England Mutual
Life Insurance
Group Annuity Policy #3597 $12,042,273* 12,042,273
Windsor Fund $1,562,905* 1,562,905
AIM Equity Funds, Inc.
- Weingarten Fund 1,561,322* 1,561,322
Investment Company of America -
Mutual Fund 1,650,356* 1,650,356
Vanguard Fixed Income
Securities Fund $911,992 911,992
STI Classic Prime Quality
Money Market Funds $119,852 119,852
Loans to employees $1,044,386 1,044,386
---------- ----------- ---------- -------- -------- ---------- -----------
Total investments 3,360,536 12,042,273 4,774,583 911,992 119,852 1,044,386 22,253,622
Cash and cash equivalents 79,001 124 340,824 419,949
Accrued income receivable 147 316 61 31 540 1,095
Employee contribution receivable 9,306 22,543 10,906 2,369 45,124
Employer contribution receivable 3,408 8,851 3,575 800 16,634
---------- ----------- ----------- -------- -------- ---------- -----------
Net assets available for benefits $3,452,398 $12,074,107 $ 5,129,949 $915,192 $120,392 $1,044,386 $22,736,424
========== =========== =========== ======== ======== ========== ===========
</TABLE>
* Represents more than 5% of the fair value of Plan assets at December 31, 1995.
The accompanying notes are an integral part of these financial statements.
3
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
Statement of Changes in Net Assets Available for Plan Benefits,
with Fund Information
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Stock Fixed Diversified Government TRASOP Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $ 78,353 $ 96,641 $ 48,763 $ 223,757
Interest 1,873 $ 546,052 2,337 8,468 $ 5,943 $ 94,749 659,422
Net realized gain (loss)
on sales of investments 238,174 598,604 (8,069) 828,709
Unrealized appreciation
(depreciation) in fair
value of investments 715,076 452,781 (5,336) 1,162,521
----------- ----------- ---------- -------- -------- ------------ -----------
Income from
investment activities 1,033,476 546,052 1,150,363 43,826 5,943 94,749 2,874,409
Contributions:
Employee 234,486 521,624 443,617 75,505 1,275,232
Employer 78,446 189,111 132,937 20,159 420,653
Loan principal repayment 546,575 (546,575)
Loan interest 94,749 (94,749)
Loans issued (611,303) 611,303
Deductions:
Participant withdrawals (990,224) (3,199,216) (710,049) (423,419) (153) (116,933) (5,439,994)
Interfund transfers in/out (129,280) (279,421) 446,055 (37,354)
Administrative expenses (435) (2,461) (2,896)
----------- ----------- ---------- -------- -------- ----------- ------------
Net increase (decrease)
in net assets available
for benefits 226,469 (2,191,829) 1,462,923 (321,283) 3,329 (52,205) (872,596)
Net assets
at beginning of year 3,452,398 12,074,107 5,129,949 915,192 120,392 1,044,386 22,736,424
---------- ----------- ---------- -------- -------- ---------- -----------
Net assets at end of year $3,678,867 $ 9,882,278 $6,592,872 $593,909 $123,721 $ 992,181 $21,863,828
========== =========== ========== ======== ======== ========== ===========
</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 Salaried Employees of
CONSTAR International, Inc.
Statement of Changes in net Assets Available for Plan Benefits,
with Fund Information
For the Year Ended December 31, 1995
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Stock Fixed Diversified Government TRASOP Loan
Fund Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Dividends $ 121,180 $ 42,903 $ 164,083
Interest $ 14,006 $ 649,812 6,016 3,318 $ 6,364 $ 79,681 759,197
Gain (loss) on sales
of investments 46,603 9,786 438,931 (2,766) 492,554
Unrealized appreciation
(depreciation) of
investments 272,711 (12,562) 595,264 43,706 899,119
--------- ---------- ---------- -------- -------- --------- -----------
Income from
investment activities 333,320 647,036 1,161,391 87,161 6,364 79,681 2,314,953
Contributions:
Employee 244,215 698,023 311,525 59,471 1,313,234
Employer 97,670 289,514 109,766 21,280 518,230
Loan principal repayment 493,275 (493,275)
Loan interest 79,681 (79,681)
Loans issued (575,501) 575,501
Deductions:
Participant withdrawals (388,827) (1,987,945) (704,821) (63,983) (2,314) (135,307) (3,283,197)
Net transfers (to)
from other funds 504,892 (1,136,372) 540,616 90,864
Administrative expenses (270) (31) (3,369) (3,670)
Transfer of plan assets 119,711 119,711
--------- ---------- ---------- -------- -------- ---------- ----------
Net Increase (decrease)
in net assets available for
plan benefits 791,000 (1,492,289) 1,418,446 194,793 120,392 (53,081) 979,261
Net assets at beginning of year 2,661,398 13,566,396 3,711,503 720,399 0 1,097,467 21,757,163
---------- ----------- ---------- -------- -------- ---------- -----------
Net assets at end of year $3,452,398 $12,074,107 $5,129,949 $915,192 $120,392 $1,044,386 $22,736,424
========== =========== ========== ======== ======== ========== ===========
</TABLE>
The accompanying notes are an integral part of these financial statements.
5
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
1. Summary of Significant Accounting Policies
Basis of Accounting. The Plan maintains its financial records and
prepares its financial statements using the accrual basis of accounting.
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 is valued at its quoted market price.
Participant notes receivable are valued at cost which approximates fair
value.
The investment in the New England Mutual Life Insurance Group Annuity
contract is fully benefit responsive and valued at contract value which
approximates fair value. Interest rates were 5.1% and 5.05% at December 31,
1996 and 1995, respectively. Average yields were 4.98% and 5.06% in 1996
and 1995, respectively. The contract contains an annual interest rate reset
provision and guarantees a minimum rate equal to at least the prior year
rate.
Interest is accrued when earned. Dividends are recorded on the
ex-dividend date. Purchases and sales are recorded on a trade date basis.
All expenses for the administration of the Plan, except for brokerage
commissions and related expenses on security transactions, are paid by the
Employer.
2. Plan Description
The Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for
Salaried Employees of CONSTAR International, Inc., formerly the CONSTAR
International Salaried Employees' Savings Incentive Plan (the "Plan") is a
defined contribution plan. 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 Crown Cork & Seal Co., Inc. Benefit
Plans Committee (the "Committee"). The Committee has appointed SunTrust
Bank (the "Trustee") to serve as the trustee of the Plan.
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% and an added value contribution of
1% to 10% 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.
6
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
The participant's account can only be withdrawn 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.
The Plan allows for loans to participants in excess of $500 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). Loans can
only be issued from the Fixed Income Fund in accordance with the terms set
forth in the Plan agreement. Interest rates on these loans ranged from 7.0%
to 10.0% through 1996 and 1995.
3. 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 the
Employee Retirement Income Security Act of 1974 (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, for the Plan from the
Internal Revenue Service (IRS) and accordingly, the Trust is not subject to
federal or local income taxes.
4. Investment Programs
A participant's contribution to the Plan may be invested in any one of
the following funds, 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.
The Stock Fund invests primarily in shares of Crown Cork & Seal
Company, Inc. common stock.
The Fixed Income Fund is presently investing in guaranteed investment
contracts with New England Mutual Life Insurance Company.
The Diversified Fund includes shares of the AIM Equity Funds, Inc.
Weingarten Fund, shares of the Investment Company of America Mutual Fund as
well as shares of the Vanguard Windsor Fund. All three funds are equity
funds.
The Government Fund holds shares in the Vanguard Fixed Income
Securities Fund, which is comprised of government bonds with one to four
year maturities.
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.
7
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1996 and 1995
- --------------------------------------------------------------------------------
In September 1995, the CONSTAR International Inc. Stock Ownership Plan
("TRASOP") merged with and into the Plan. Assets of the TRASOP are held
separately in the STI Classic Prime Quality Money Market Fund.
5. Benefits Payable
Amounts allocated to persons who have elected to withdraw from the
Plan but have not yet been paid at December 31, 1996 were as follows:
Stock Fund $217,517
These amounts are recorded as benefits payable on the Plan's Form
5500.
6 Related Party Transactions
Certain Plan investments are shares of mutual funds managed by the
Trustee. Therefore, these transactions qualify as party-in-interest which
are exempt from prohibited transaction rules.
7. Subseqent Events
In 1997, Vanguard Fiduciary Trust Company ("Vanguard") was named as
the new trustee for the Plan. Effective January 1, 1997, new contributions
are being made to Vanguard. The existing trust assets are scheduled to be
transferred from Sun Trust Bank to Vanguard in September, 1997. The new
funds consist of the Vanguard Index Trust Fund, Vanguard International
Growth Portfolio Fund, Vanguard Explorer Fund, Vanguard Balanced Index Fund
and the Vanguard Bond Index Fund.
8
<PAGE>
Schedule I
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
Item 27a - Schedule of Assets Held for Investment Purposes at December 31, 1996
- --------------------------------------------------------------------------------
Description Number Current
Indentity of Issue of Investment of Shares Cost Value
Crown Cork & Seal Company,
Inc. Common Stock Common stock 62,943 $2,488,663 $3,422,526
New England Mutual
Life Insurance Group
Annuity Policy
#3597 - 5.10%, 1/1/97 Guaranteed
Investment
Contract 9,692,281 9,692,281 9,692,281
Vanguard Windsor Fund Registered
Investment
Company 123,184 1,711,461 2,043,620
AIM Equity Funds, Inc.
Weingarten Fund Registered
Investment
Company 101,352 1,766,149 1,876,030
Investment Company of America Registered
Investment
Company 88,101 1,736,008 2,134,686
Vanguard Fixed Income
Securities Fund Registered
Investment
Company 57,967 594,008 586,183
SunTrust Bank Retirement
Reserve Fund* Money
Market Fund 236,724 236,724 236,724
STI Classic Prime Quality
Money Market Funds* Money
Market Fund 123,207 123,207 123,207
Participant Loan Fund
(at 7.0% - 10.0%
interest rates,
maturities ranging
from 1997 to 2006) 996,200 996,200
----------- -----------
Total Investments
at December 31, 1996 $19,344,701 $21,111,457
=========== ===========
* Party-in-interest
9
<PAGE>
Schedule II
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
Item 27d - Schedule of Reportable Transactions*
For the Year Ended December 31, 1996
- --------------------------------------------------------------------------------
Aggregate Aggregate Net
Identity of Description Cost of Proceeds Cost Gain
Party Involved of Assets Purchases from Sales of Asset on Sale
Crown Cork & Seal Common Stock $ 331,567 $ 800,212 $ 636,041 $164,171
SunTrust Bank
Retirement
Reserve Fund Registered
Investment
Company 1,034,215 797,903 797,903
New England
Mutual Life
Group Annuity
Policy #3597 Guaranteed
Investment
Contract 882,823 3,344,106 3,344,106
AIM Equity
Funds, Inc.
Weingarten Fund Registered
Investment
Company 852,223 431,954 395,096 36,858
STI Classic
Prime Quality
Money Market Funds Registered
Investment
Company 6,322,369 6,529,492 6,529,492
* 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.
10
Exhibit 23
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-63732) 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
