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 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 17
Exhibit 23 - Consent of Independent Accountants ......................... 18
<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 29, 1998
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings
Plan for Salaried Employees of
CONSTAR International, Inc.
Financial Statements as of and
for the years ended December 31,
1997 and 1996
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Table of Contents
- --------------------------------------------------------------------------------
Page
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 - 10
Additional Information*
Schedule I - Schedule of Assets Held for Investment Purposes 11
Schedule II - Schedule of Reportable Transactions (Transactions
or Series of Transactions in Excess of 5% of
Plan Assets) 12
* 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 Salaried Employees
of CONSTAR International, Inc.
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
Salaried Employees of CONSTAR International, Inc. (the "Plan") at December 31,
1997 and 1996, and the changes in net assets available for 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. Schedules I and II 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 Benefits
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
December 31,
1997 1996
---- ----
<S> <C> <C>
Investments, at fair value
Registered investment companies:
Vanguard Balanced Index Fund $ 2,372,567 * $ --
Vanguard Bond Index Fund - Total Bond Market Portfolio 548,049 --
Vanguard Explorer Fund 1,201,360 * --
Vanguard Index Trust - 500 Portfolio 5,713,811 * --
Vanguard International Growth Portfolio 856,330 --
Vanguard Fixed Income Securities Fund -- 586,183
Vanguard Windsor Fund -- 2,043,620 *
STI Classic Prime Quality Money Market Fund 130,086 123,207
AIM Equity Funds, Inc. - Weingarten Fund -- 1,876,030 *
Investment Company of America - Mutual Fund -- 2,134,686 *
Sun Trust Bank Retirement Reserve Fund 236,724
Crown Cork & Seal Fixed Income Fund 7,161,750 * --
New England Mutual Life Insurance Group
Annuity Policy # 3597 -- 9,692,281 *
Crown Cork & Seal Stock Fund 3,700,717 * --
Stock fund -- 3,422,526 *
Participant loans 899,115 996,200
----------- -----------
Total investments 22,583,785 21,111,457
----------- -----------
Cash and cash equivalents -- 172,939
----------- -----------
Receivables
Employer's contributions 30,286 27,618
Participants' contributions 76,092 73,655
Other receivables 28,006 478,159
----------- -----------
Total receivables 134,384 579,432
----------- -----------
Net assets available for benefits $22,718,169 $21,863,828
=========== ===========
<FN>
* Represents 5% or more of net assets available for benefits.
</FN>
</TABLE>
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 Changes in Net Assets Available for Benefits
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Year Ended
December 31,
1997 1996
---- ----
<S> <C> <C>
Additions
Investment income:
Interest and dividend income, investments $ 999,940 $ 788,430
Interest income, participant loans 95,855 94,749
Net appreciation in fair value of investments 844,511 1,991,230
------------ ------------
1,940,306 2,874,409
------------ ------------
Contributions:
Employer 420,079 420,653
Participant 1,257,929 1,275,232
------------ ------------
1,678,008 1,695,885
------------ ------------
Total additions 3,618,314 4,570,294
------------ ------------
Deductions
Payment of benefits 2,763,508 5,439,994
Administrative expenses 465 2,896
------------ ------------
Total deductions 2,763,973 5,442,890
------------ ------------
Net increase (decrease) 854,341 (872,596)
------------ ------------
Net assets available for benefits:
Beginning of period 21,863,828 22,736,424
------------ ------------
End of period $ 22,718,169 $ 21,863,828
============ ============
</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 Salaried Employees
of CONSTAR International, Inc.
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 Salaried Employees of CONSTAR International, Inc.
(the "Plan"); formerly the CONSTAR International Salaried Employees' Savings
Incentive 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 is a defined contribution plan covering all salaried employees of
CONSTAR International, Inc. (the "Company") who have completed one year of
service. It is subject to the provisions of the Employee Retirement Income
Security Act of 1974 (ERISA).
Contributions
Each year, participants may make a basic contribution of 2 percent to 6 percent
of their pre-tax compensation, as defined in the Plan. In addition, participants
may make a supplemental contribution up to 10 percent of their pre-tax
compensation plus an "added value" contribution of up to 10 percent of pre-tax
compensation. The aggregate of these contributions may not exceed 17 percent of
the participant's compensation, subject to certain limitations. In addition,
participants may make after-tax contributions of up to 10 percent of their
compensation. The Company contributes 50 percent of the first 6 percent of the
participant's aggregate pre-tax and post-tax contributions.
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. 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 fund accounts a minimum of $500 up to a
maximum equal to the lesser of $50,000 or 50 percent of their account balance.
Loan transactions are treated as a transfer to (from) the investment fund from
(to) the Participant Loan. Loan terms range from 1 to 5 years. Longer periods
may be approved by the Plan Administrator if the loan is used to purchase a
primary residence. The loans are secured by the balance in the participant's
account and bear interest at a rate commensurate with local prevailing rates as
determined by the Plan administrator. Interest rates ranged from 7 percent to 10
percent for loans outstanding as of December 31, 1997. Principal and interest is
paid ratably through monthly payroll deductions.
-4-
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
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/her account or monthly installments over a
period equal to the life expectancy of the recipient or beneficiary. 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 year 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 Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
- --------------------------------------------------------------------------------
During the year ended December 31, 1997, participants were able to allocate
their contributions among the following investment options:
The Stock Fund invests primarily in shares of Crown Cork & Seal Company, Inc.
common stock. This fund includes the Crown Cork & Seal Stock Fund and the STI
Classic Prime Quality Money Market Funds.
The Fixed Income Fund invests 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.
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.
-6-
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
- --------------------------------------------------------------------------------
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 - 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.
Note 5 -New England Mutual Life Insurance Group Annuity Contract
The New England Mutual Life Insurance Group Annuity Contract is fully benefit
responsive and valued at contract value which approximates fair value. Interest
rate on the contract was 5.1% with an average yield of 4.98% in 1996. The
contract was terminated during 1997.
Note 6 - Plan Expenses
The Company generally pays for the Plan's administrative expenses except for
brokerage commissions and related expenses which are paid directly from the
Plan's earnings.
Note 7 - Tax Status
The Internal Revenue Service has determined and informed the Company by a letter
dated February 22, 1996 that the Plan and related trust are designed in
accordance with applicable sections of the Internal Revenue Code (IRC).
Accordingly, the Plan is not subject to federal or local income taxes.
Note 8 - Trustee
Effective January 1, 1997, Vanguard Fiduciary Trust Company ("Vanguard") was
named as the new trustee for the Plan. All contributions made during 1997 where
forwarded to Vanguard. Assets held with Sun Trust Bank, former trustee, were
transferred to Vanguard in November of 1997. The assets were transferred into
various Vanguard Funds as directed by the participants' elections.
-7-
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 9 - Changes in Net Assets Available for Benefits by Investment Fund
The allocation of changes in net assets available for benefits for the year
ended December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------------
Vanguard Crown
Bond Index Cork &
Vanguard Fund - Total Vanguard Vanguard Seal
Balanced Bond Vanguard Index International Crown Fixed
Index Market Explorer Trust - 500 Growth Cork & Seal Participant Income
Fund Portfolio Fund Portfolio Portfolio Stock Fund Loans Fund
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividend income,
investments $ 52,282 $ 6,250 $ 121,729 $ 86,744 $ 39,009 $ 17,205 $ -- $ 64,283
Interest income, participant
loans -- -- -- -- -- -- 95,855 --
Net appreciation (depreciation)
of investments (19,489) 3,166 (108,045) (41,680) (44,106) 434,622 -- --
---------- --------- ---------- ---------- --------- ---------- --------- ----------
32,793 9,416 13,684 45,064 (5,097) 451,827 95,855 64,283
---------- --------- ---------- ---------- --------- ---------- --------- ----------
Contributions:
Employer 52,223 16,414 31,948 122,698 20,674 42,878 -- 102,433
Participant 171,429 52,934 99,076 365,905 64,491 112,708 -- 265,577
Participant loan repayments 25,035 4,174 10,778 46,462 6,943 12,077 (161,100) 55,631
---------- --------- ---------- ---------- --------- ---------- --------- ----------
248,687 73,522 141,802 535,065 92,108 167,663 (161,100) 423,641
---------- --------- ---------- ---------- --------- ---------- --------- ----------
Total additions 281,480 82,938 155,486 580,129 87,011 619,490 (65,245) 487,924
---------- --------- ---------- ---------- --------- ---------- --------- ----------
Deductions
Administrative expenses
Participant loan withdrawals (435,291)
Payment of benefits 7,856 983 1,072 5,405 -- 1,596 95,164 11,707
---------- --------- ---------- ---------- --------- ---------- --------- ----------
Total deductions 7,856 983 1,072 5,405 -- 1,596 (340,127) 11,707
---------- --------- ---------- ---------- --------- ---------- --------- ----------
Net increase prior to
interfund transfers 273,624 81,955 154,414 574,724 87,011 617,894 274,882 476,217
Interfund transfers 2,117,136 471,229 1,059,244 5,187,021 776,080 3,094,981 (367,948) 6,717,438
---------- --------- ---------- ---------- --------- ---------- --------- ----------
Net increase 2,390,760 553,184 1,213,658 5,761,745 863,091 3,712,875 (93,066) 7,193,655
Net assets available for benefits:
Beginning of period -- -- -- -- -- -- 992,181 --
---------- --------- ---------- ---------- --------- ---------- --------- ----------
End of period $2,390,760 $ 553,184 $1,213,658 $5,761,745 $ 863,091 $3,712,875 $ 899,115 $7,193,655
---------- --------- ---------- ---------- --------- ---------- --------- ----------
</TABLE>
-8-
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 9 - Changes in Net Assets Available for Benefits by Investment Fund
(continued)
The allocation of changes in net assets available for benefits for the year
ended December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------
Fixed
Income Diversified Government TRASOP Stock
Fund Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividend income,
investments $ 426,903 $ 88,399 $ 32,431 $ 6,365 $ 58,340 $ 999,940
Interest income, participant loans -- -- -- -- -- 95,855
Net appreciation (depreciation)
of investments -- 1,107,308 922 -- (488,187) 844,511
----------- ----------- ----------- ----------- ----------- -----------
426,903 1,195,707 33,353 6,365 (429,847) 1,940,306
----------- ----------- ----------- ----------- ----------- -----------
Contributions:
Employer 29,125 (2,025) 3,662 -- 49 420,079
Participant 125,809 -- -- -- -- 1,257,929
Participant loan repayments -- -- -- -- -- --
----------- ----------- ----------- ----------- ----------- -----------
154,934 (2,025) 3,662 -- 49 1,678,008
----------- ----------- ----------- ----------- ----------- -----------
Total additions 581,837 1,193,682 37,015 6,365 (429,798) 3,618,314
----------- ----------- ----------- ----------- ----------- -----------
Deductions
Administrative expenses 465 465
Participant loan withdrawals 435,291 --
Payment of benefits 1,142,409 552,191 71,783 -- 873,342 2,763,508
----------- ----------- ----------- ----------- ----------- -----------
Total deductions 1,577,700 552,191 71,783 -- 873,807 2,763,973
----------- ----------- ----------- ----------- ----------- -----------
Net increase prior to
interfund transfers (995,863) 641,491 (34,768) 6,365 (1,303,605) 854,341
Interfund transfers (8,886,415) (7,234,363) (559,141) -- (2,375,262) --
----------- ----------- ----------- ----------- ----------- -----------
Net increase (9,882,278) (6,592,872) (593,909) 6,365 (3,678,867) 854,341
Net assets available for benefits:
Beginning of period 9,882,278 6,592,872 593,909 123,721 3,678,867 21,863,828
----------- ----------- ----------- ----------- ----------- -----------
End of period $ -- $ -- $ -- $ 130,086 $ -- $22,718,169
----------- ----------- ----------- ----------- ----------- -----------
</TABLE>
-9-
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
- --------------------------------------------------------------------------------
Note 9 - Changes in Net Assets Available for Benefits by Investment Fund
(continued)
The allocation of changes in net assets available for plan benefits for the
period ended December 31, 1996 is as follows:
<TABLE>
<CAPTION>
Participant Directed
-------------------------------------------------------------------------------------------------
Stock Fixed Diversified Government TRASOP Loan
Fund Income Fund Fund Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C>
Additions
Investment income:
Interest and dividend income,
investments $ 80,226 $ 546,052 $ 98,978 $ 57,231 $ 5,943 $ 788,430
Interest income, participant
loans $ 94,749 94,749
Net unrealized apprec
(deprec.) of investments 953,250 1,051,385 (13,405) 1,991,230
---------- ----------- ----------- ---------- ---------- ---------- -----------
1,033,476 546,052 1,150,363 43,826 5,943 94,749 2,874,409
---------- ----------- ----------- ---------- ---------- ---------- -----------
Contributions:
Employer 78,446 189,111 132,937 20,159 420,653
Participant 234,486 521,624 443,617 75,505 1,275,232
Participant loan repayments 546,575 (546,575) --
---------- ----------- ----------- ---------- ---------- ---------- -----------
312,932 1,257,310 576,554 95,664 -- (546,575) 1,695,885
---------- ----------- ----------- ---------- ---------- ---------- -----------
Total additions 1,346,408 1,803,362 1,726,917 139,490 5,943 (451,826) 4,570,294
---------- ----------- ----------- ---------- ---------- ---------- -----------
Deductions
Administrative expenses 435 2,461 2,896
Participant loan withdrawals 611,303 (611,303) --
Payment of benefits 990,224 3,199,216 710,049 423,419 153 116,933 5,439,994
---------- ----------- ----------- ---------- ---------- ---------- -----------
Total deductions 990,659 3,810,519 710,049 423,419 2,614 (494,370) 5,442,890
Net increase prior to
interfund transfers 355,749 (2,007,157) 1,016,868 (283,929) 3,329 42,544 (872,596)
Interfund transfers (129,280) (184,672) 446,055 (37,354) -- (94,749) --
---------- ----------- ----------- ---------- ---------- ---------- -----------
Net increase 226,469 (2,191,829) 1,462,923 (321,283) 3,329 (52,205) (872,596)
Net assets available for
benefits:
Beginning of period 3,452,398 12,074,107 5,129,949 915,192 120,392 1,044,386 22,736,424
---------- ----------- ----------- ---------- ---------- ---------- -----------
End of period $3,678,867 $ 9,882,278 $ 6,592,872 $ 593,909 $ 123,721 $ 992,181 $21,863,828
========== =========== =========== ========== ========== ========== ===========
</TABLE>
-10-
<PAGE>
Crown Cork & Seal Company Inc. Schedule I
401(k) Retirement Savings Plan for
Salaried Employees of CONSTAR International, Inc.
EIN 23-1526444
Schedule of Assets Held for Investment Purposes
Attachment to Form 5500, Line 27(a)
As of December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Identity of Issue Investment Type Cost Value
<S> <C> <C> <C>
* Vanguard Balanced Index Fund Registered Investment Company $ 2,392,461 $ 2,372,567
* Vanguard Bond Index Fund -Total Bond Market Portfolio Registered Investment Company 544,902 548,049
* Vanguard Explorer Fund Registered Investment Company 1,309,521 1,201,360
* Vanguard Index Trust-500 Portfolio Registered Investment Company 5,755,724 5,713,811
* Vanguard International Growth Portfolio Registered Investment Company 900,436 856,330
* STI Classic Prime Quality Money Market Fund Money Market Fund 130,086 130,086
* Crown Cork & Seal Stock Fund Company Stock Fund 3,266,177 3,700,717
* Participant loans 899,115 899,115
* Crown Cork & Seal Fixed Income Fund Unallocated Insurance Contract 7,161,750 7,161,750
----------- -----------
Total assets held for investment purposes $22,360,172 $22,583,785
=========== ===========
<FN>
* Party in Interest
</FN>
</TABLE>
- 11 -
<PAGE>
Crown Cork & Seal Company Inc. Schedule II
401(k) Retirement Savings Plan for
Salaried Employees of CONSTAR International, Inc.
EIN 23-1526444
Schedule of Reportable (5%) Transactions
Attachment to Form 5500, Line 27(d)
Year Ended December 31, 1997
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current Value
Historical of Asset on Historical
Identity of Purchase Selling Cost Transaction Gain
Party Involved Description of Asset Price Price of Asset Date (Loss)
-------------- -------------------- ----- ----- -------- ---- ------
<S> <C> <C> <C> <C> <C> <C>
The Vanguard Group Vanguard Balanced Index $2,399,911 $2,399,911
The Vanguard Group Vanguard Balanced Index $ 7,856 $ 7,451 7,856 $ 405
The Vanguard Group Vanguard Explorer Fund 1,310,476 1,310,476
The Vanguard Group Vanguard Explorer Fund 1,072 954 1,072 118
The Vanguard Group Index Trust-500 Portfolio 5,760,896 5,760,896
The Vanguard Group Index Trust-500 Portfolio 5,405 5,172 5,405 233
The Vanguard Group Crown Cork & Seal Fixed Income Fund 7,210,496 7,210,496
The Vanguard Group Crown Cork & Seal Fixed Income Fund 48,745 48,745 48,745 --
The Vanguard Group/Sun Trust Crown Cork & Seal Common Stock Fund 3,267,691 3,267,691
The Vanguard Group/Sun Trust Crown Cork & Seal Common Stock Fund 1,596 1,513 1,596 83
<FN>
* 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.
</FN>
</TABLE>
- 12 -
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 19, 1998 appearing on page 6 of this Form 11-K.
PRICE WATERHOUSE LLP
Philadelphia, Pennsylvania
June 26, 1998
