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 period from January 1, 1999 to March 31, 1999
and the year ended December 31, 1998
Commission File Number 1-2227
C. Full title of the plan:
Crown Cork & Seal Company, Inc.
401(K) Retirement Savings Plan
For Salaried Employees of CONSTAR International, Inc.
D. 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
Page(s)
Signatures......................................................... 3
Report of Independent Accountants.................................. 6
Audited Plan Financial Statements and Schedules in
accordance with the Financial Reporting Requirements of ERISA...... 7 to 14
Exhibit 23 - Consent of Independent Accountants.................... 15
<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: September 29, 1999
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan For Salaried Employees
Of CONSTAR International, Inc.
Financial Statements For The Period
From January 1, 1999 TO March 31, 1999
And The Year Ended December 31, 1998
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan For Salaried Employees
of CONSTAR International, Inc.
Index to Financial Statements and Supplemental Information
- --------------------------------------------------------------------------------
PAGE
Report of Independent Accountants 1
Financial Statements
Statement of Net Assets Available for Benefits
as of March 31, 1999 and December 31, 1998 2
Statement of Changes in Net Assets Available for Benefits
for the Period from January 1, 1999 to March 31, 1999
and for the Year Ended December 31, 1998 3
Notes to Financial Statements 4 - 9
Note: 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
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 March 31, 1999
and December 31, 1998, and the changes in net assets available for benefits for
the period from January 1, 1999 to March 31, 1999 and the year ended December
31, 1998, 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.
As explained in Note 1, the Plan was merged with and into the Crown Cork & Seal
Company, Inc. 401(k) Retirement Savings Plan effective March 31, 1999.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
September 27, 1999
<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
March 31, 1999 and December 31, 1998
- --------------------------------------------------------------------------------
March 31, December 31,
1999 1998
Investments, at fair value:
Registered investment companies:
Vanguard Balanced Index Fund $ - $ 2,556,506 *
Vanguard Total Bond Market Index Fund - 567,698
Vanguard Explorer Fund - 847,747
Vanguard 500 Index Fund - 7,245,558 *
Vanguard International Growth Fund - 838,913
STI Classic Prime Quality Money Market Fund - 81,712
Crown Cork & Seal Fixed Income Fund - 6,161,387 *
Crown Cork & Seal Stock Fund - 1,831,288 *
Participant loans - 856,770
---- ------------
Total investments - 20,987,579
---- ------------
Receivables:
Employer contributions - 23,092
Participant contributions - 61,581
---- ------------
Total receivables - 84,673
----- ------------
Net assets available for benefits $ - $21,072,252
===== ============
* Represents 5% or more of net assets available for benefits.
The accompanying notes are an integral part ofthese 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
For the Period from January 1, 1999 to March 31, 1999 and
the Year Ended December 31, 1998
- --------------------------------------------------------------------------------
March 31, December 31,
1999 1998
Additions:
Investment income:
Interest and dividend income $ 182,693 $ 708,849
Interest income, participant loans 18,291 67,325
Net appreciation in fair value of investments 126,727 801,726
------------ ------------
327,711 1,577,900
------------ ------------
Contributions:
Employer 49,780 325,252
Participant 147,778 935,975
------------ ------------
197,558 1,261,227
------------ ------------
Total additions 525,269 2,839,127
------------ ------------
Deductions:
Payment of benefits 602,526 4,485,044
Administrative expenses 12,256 -
------------ ------------
Total deductions 614,782 4,485,044
------------ ------------
Net decrease (89,513) (1,645,917)
Transfer to Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan (20,982,739) -
------------ ------------
Net assets available for benefits:
Beginning of period 21,072,252 22,718,169
------------ ------------
End of period $ - $21,072,252
------------ ------------
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
March 31, 1999
- --------------------------------------------------------------------------------
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") provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
Effective March 31, 1999, the Plan was merged with and into the Crown
Cork & Seal Company, Inc. 401(k)Retirement Savings Plan.
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 pre-tax contribution of 2 percent
to 6 percent of their compensation, as defined in the Plan. In addition,
participants may make a supplemental pre-tax contribution up to 10 percent
of their pre-tax compensation plus an "added value" contribution of up to
10 percent of 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 after-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 account 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 8.75 percent to 10 percent as of
March 31, 1999 for loans outstanding and ranged from 9.5 percent to 10
percent for loans outstanding as of December 31, 1998. 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
March 31, 1999
- --------------------------------------------------------------------------------
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
Participants are 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 TOTAL BOND MARKET INDEX FUND (FORMERLY THE 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 500 INDEX FUND (FORMERLY THE 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 FUND (FORMERLY THE 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.
STI CLASSIC PRIME QUALITY MONEY MARKET FUND: Invests in high quality
short-term debt securities. These include CDs, bankers' acceptances,
commercial paper, U.S. treasury securities and some municipal securities
and repurchase agreements. 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
March 31, 1999
- --------------------------------------------------------------------------------
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.
3. RELATED PARTY TRANSACTIONS
The Plan invests in shares of registered investment companies managed by an
affiliate of Vanguard Fiduciary Trust Company ("VFTC"). VFTC acts as
trustee for those investments defined by the Plan. Transactions in such
investments qualify as party-in-interest transactions which are exempt from
the prohibited transaction rules.
4. CROWN CORK & SEAL FIXED INCOME FUND
The Crown Cork & Seal Fixed Income fund consists of guaranteed investment
contracts ("GICs") and the Vanguard Retirement Savings Trust. The GICs are
valued at contract value, which approximates fair value. The GICs are fully
benefit responsive. Interest rates on GICs ranged between 4.94 percent and
7.32 percent at December 31, 1998. Average yields on GICs were 6.03 percent
for the period from January 1, 1999 to March 31, 1999 and 5.71 percent for
the year ended December 31, 1998. The Vanguard Retirement Savings Trust is
a tax-exempt collective fund invested primarily in investment contracts
issued by insurance companies and commercial banks, and similar types of
fixed-principal investments. The trust intends to maintain a constant net
asset value of $1.00 per share. As the GICs mature, the proceeds are
invested in the Vanguard Retirement Savings Trust.
-6-
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan For Salaried Employees
of CONSTAR International, Inc.
Notes To Financial Statements
March 31, 1999
- --------------------------------------------------------------------------------
5. 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, and certain recordkeeping fees which are deducted from
Plan assets.
6. 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.
However, the Plan has been amended since receiving the determination
letter. The Plan administrator and the Plan's tax counsel believe that the
Plan is designed and is currently being operated in compliance with the
applicable requirements of the IRC.
-7-
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan For Salaried Employees
of CONSTAR International, Inc.
Notes To Financial Statements
March 31, 1999
- --------------------------------------------------------------------------------
7. CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS BY INVESTMENT FUND
The allocation of changes in net assets available for benefits for the
period from January 1, 1999 to March 31, 1999 is as follows:
<TABLE>
<CAPTION>
Fund Information
------------------------------------------------------------------------------------------------
Vanguard Crown
Vanguard Total Vanguard Cork & Seal
Balanced Bond Vanguard Vanguard International Crown Fixed
Index Market Explorer 500 Index Growth Cork & Seal Participant Income STI
Fund Index Fund Fund Fund Fund Stock Fund Loans Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and
dividend income $ 23,772 $ 10,036 $ - $ 46,579 $ - $ 14,612 $ - $ 86,847 $ 847 $ 182,693
Interest income,
participant loans - - - - - - 18,291 - - 18,291
Net appreciation
(depreciation)
of investments 28,795 (12,709) (55,915) 315,026 (8,928) (139,542) - - - 126,727
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
52,567 (2,673) (55,915) 361,605 (8,928) (124,930) 18,291 86,847 847 327,711
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
Contributions:
Employer 7,805 2,282 2,943 18,209 2,506 4,231 - 11,804 - 49,780
Participant 23,654 6,430 10,759 55,474 9,371 12,193 - 29,897 - 147,778
Participant loan
repayments 11,040 2,910 3,777 25,022 4,236 5,991 (79,479) 26,503 - -
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
42,499 11,622 17,479 98,705 16,113 22,415 (79,479) 68,204 - 197,558
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
Total additions 95,066 8,949 (38,436) 460,310 7,185 (102,515) (61,188) 155,051 847 525,269
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
Deductions:
Participant loan
withdrawals 10,673 1,135 2,094 4,932 88 3,116 (56,845) 34,807 - -
Payment of benefits 110,417 3,924 41,749 262,414 1,432 58,303 29,665 93,560 1,062 602,526
Administrative expenses - - - - - - - - 12,256 12,256
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
Total deductions 121,090 5,059 43,843 267,346 1,520 61,419 (27,180) 128,367 13,318 614,782
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
Net increase (decrease)
prior to interfund
transfers (26,024) 3,890 (82,279) 192,964 5,665 (163,934) (34,008) 26,684 (12,471) (89,513)
Interfund transfers 19,324 62,727 (73,431) 216,626 (14,858) (6,914) - (203,474) - -
Transfer to Crown Cork
& Seal Company, Inc.
Retirement
Savings Plan (2,562,708) (638,091) (698,048) (7,685,661) (834,546) (1,667,486) (822,762) (6,004,196) (69,241)(20,982,739)
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
Net decrease (2,569,408) (571,474) (853,758) (7,276,071) (843,739) (1,838,334) (856,770) (6,180,986) (81,712)(21,072,252)
Net assets available
for benefits:
Beginning of period 2,569,408 571,474 853,758 7,276,071 843,739 1,838,334 856,770 6,180,986 81,712 21,072,252
----------- --------- --------- ----------- --------- ----------- --------- ----------- -------- -----------
End of period $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
=========== ========= ========= =========== ========= =========== ========= =========== ======== ===========
</TABLE>
- 8 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan For Salaried Employees
of CONSTAR International, Inc.
Notes To Financial Statements
March 31, 1999
- --------------------------------------------------------------------------------
7. 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, 1998 is as follows:
<TABLE>
<CAPTION>
Fund Information
----------------------------------------------------------------------------------------------
Vanguard Crown
Vanguard Total Vanguard Cork & Seal
Balanced Bond Vanguard Vanguard International Crown Fixed
Index Market Explorer 500 Index Growth Cork & Seal Participant Income STI
Fund Index Fund Fund Fund Fund Stock Fund Loans Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and
dividend income $ 98,231 $ 35,548 $ 7,600 $ 114,263 $ 16,701 $ 60,437 $ - $ 369,532 $ 6,537 $ 708,849
Interest income,
participant loans - - - - - - 67,325 - - 67,325
Net appreciation
(depreciation) of
investments 322,140 9,935 4,750 1,477,096 96,287 (1,108,482) - - - 801,726
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
420,371 45,483 12,350 1,591,359 112,988 (1,048,045) 67,325 369,532 6,537 1,577,900
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
Contributions:
Employer 47,965 13,879 24,739 115,140 16,017 29,574 - 77,938 - 325,252
Participant 143,106 40,163 74,316 342,787 49,730 79,352 - 206,521 - 935,975
Participant loan
repayments 53,453 8,477 20,036 87,862 13,982 18,438 (295,104) 92,856 - -
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
244,524 62,519 119,091 545,789 79,729 127,364 (295,104) 377,315 - 1,261,227
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
Total additions 664,895 108,002 131,441 2,137,148 192,717 (920,681) (227,779) 746,847 6,537 2,839,127
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
Deductions:
Participant loan
withdrawals 26,038 2,110 16,626 111,408 17,983 62,354 (326,794) 90,275 - -
Payment of benefits 592,771 57,024 181,743 945,652 70,741 543,683 141,360 1,897,159 54,911 4,485,044
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
Total deductions 618,809 59,134 198,369 1,057,060 88,724 606,037 (185,434) 1,987,434 54,911 4,485,044
Net increase (decrease) ---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
prior to interfund
transfers 46,086 48,868 (66,928) 1,080,088 103,993 (1,526,718) (42,345)(1,240,587) (48,374) (1,645,917)
Interfund transfers 132,562 (30,578) (292,972) 434,238 (123,345) (347,823) - 227,918 - -
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
Net increase (decrease) 178,648 18,290 (359,900) 1,514,326 (19,352)(1,874,541) (42,345)(1,012,669) (48,374) (1,645,917)
Net assets available
for benefits:
Beginning of period 2,390,760 553,184 1,213,658 5,761,745 863,091 3,712,875 899,115 7,193,655 130,086 22,718,169
---------- --------- ---------- ---------- ---------- ---------- --------- ---------- -------- -----------
End of period $2,569,408 $ 571,474 $ 853,758 $7,276,071 $ 843,739 $1,838,334 $ 856,770 $6,180,986 $ 81,712 $21,072,252
========== ========= ========== ========== ========== ========== ========= ========== ======== ===========
</TABLE>
-9-
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 September 27, 1999, appearing on page 6 of this Form 11-K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
September 28, 1999
