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, 1998
Commission File Number 1-2227
E. Full title of the plan:
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
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 18
Exhibit 23 - Consent of Independent Accountants...................... 19
<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
By: /s/ James T. Malec
------------------
James T. Malec
Member, Benefit Plan Committee
Date: June 25, 1999
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Financial Statements as of and
for the years ended
December 31, 1998 and 1997
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Table of Contents
- --------------------------------------------------------------------------------
Page(s)
Report of Independent Accountants 1
Financial Statements
Statement of Net Assets Available for Benefits 2
Statement of Changes in Net Assets Available for Benefits 3
Notes to Financial Statements 4 - 10
Supplemental Schedules*
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 percent 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
To the Benefit Plans Committee and Participants
of the Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
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 (the
"Plan") at December 31, 1998 and 1997, 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 conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules of assets held
for investment purposes and of reportable transactions are presented for the
purpose of additional analysis and are not a required part of the basic
financial statements but are supplementary information required by the
Department of Labor's Rules and Regulations for Reporting and Disclosure under
the Employee Retirement Income Security Act of 1974. These supplemental
schedules are the responsibility of the Plan's management. The supplemental
schedules 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.
As explained in Note 1, the Crown Cork & Seal Company, Inc. 401(k) Retirement
Savings Plan for Employees of Van Dorn Company and the participant accounts of
the salaried employees of Crown Cork & Seal Company Inc. 401(k) Retirement
Savings Plan for Employees of Risdon were merged with and into the Plan
effective September 30, 1998 and December 31, 1998, respectively.
PricewaterhouseCoopers LLP
June 18, 1999
Philadelphia, Pennsylvania
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Statement of Net Assets Available for Benefits
December 31, 1998 and 1997
- --------------------------------------------------------------------------------
1998 1997
Investments, at fair value:
Registered investment companies:
Vanguard Balanced Index Fund $ 7,373,064 * $ 3,578,558
Vanguard Total Bond Market Index Fund 2,699,675 833,402
Vanguard Explorer Fund 3,113,920 3,066,177
Vanguard 500 Index Fund 36,925,536 * 27,540,587 *
Vanguard International Growth Fund 4,614,494 4,130,309
------------ ------------
54,726,689 39,149,033
Crown Cork & Seal Stock Fund 29,064,510 * 42,173,913 *
Crown Cork & Seal Fixed Income Fund 52,839,270 * 51,630,819 *
Participant loans 1,700,584 735,229
------------ ------------
Total investments 138,331,053 133,688,994
------------ ------------
Asset transfer from the Crown Cork & Seal
Company, Inc. 401(k) Retirement Savings
Plan for Employees of Risdon Corporation 21,636,300 -
------------ ------------
Receivables:
Employer's contributions 132,464 98,358
Participants' contributions 519,289 383,063
Other receivables - 13,560
------------ ------------
Total receivables 651,753 494,981
------------ ------------
Net assets available for benefits $160,619,106 $134,183,975
============ ============
* Represents 5 percent or more of net assets available for benefits.
The accompanying notes are an integral part of these financial statements.
- 2 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Statement of Changes in Net Assets Available for Benefits
For the Years Ended December 31, 1998 and 1997
- --------------------------------------------------------------------------------
1998 1997
Additions
Investment income:
Interest and dividend income $ 4,800,002 $ 5,905,938
Interest income, participant loans 68,305 55,906
Net (depreciation) appreciation
in fair value of investments (5,778,108) 3,140,553
------------ ------------
(909,801) 9,102,397
------------ ------------
Contributions:
Employer 1,301,613 1,196,419
Participant 5,579,224 4,955,810
------------ ------------
6,880,837 6,152,229
------------ ------------
Asset transfers in 34,844,528 -
------------ ------------
Total additions 40,815,564 15,254,626
------------ ------------
Deductions:
Payment of benefits 14,379,173 16,246,745
Administrative expenses 1,260 720
------------ ------------
Total deductions 14,380,433 16,247,465
------------ ------------
Net increase (decrease) 26,435,131 (992,839)
Net assets available for benefits:
Beginning of period 134,183,975 135,176,814
------------ ------------
End of period $160,619,106 $134,183,975
============ ============
The accompanying notes are an integral part of these financial statements.
- 3 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
1. Description of Plan
The following description of the Crown Cork & Seal Company, Inc. 401(k)
Retirement Savings Plan ("Plan") provides only general information.
Participants should refer to the Plan document for a more complete
description of the Plan's provisions.
General
The plan is a defined contribution plan. The purpose of the Plan is to
provide a convenient method by which eligible employees of Crown Cork &
Seal Company, Inc. (the Company) may save regularly through salary
deferrals and through Company matching contributions. Generally, employees
are eligible to participate in the Plan after completing one year of
service and attaining age 21. The Plan is subject to the provisions of the
Employee Retirement Income Security Act of 1974 (ERISA).
The Plan is administered by the Crown Cork & Seal Company, Inc. Benefit
Plans Committee (the "Committee"). The Committee appointed Vanguard
Fiduciary Trust Company ("VFTC") to assume both trustee and recordkeeping
responsibilities.
The Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for
Employees of Van Dorn Company ("Van Dorn 401(k)") and the participant
accounts of the salaried employees of Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Employees of Risdon Corporation ("Risdon
401(k)") were merged with and into the Plan effective September 30, 1998
and December 31, 1998, respectively. The assets transferred totaled
$13,208,228 and $21,636,300 for the Van Dorn 401(k) and Risdon 401(k),
respectively. The Risdon 401(k) assets were transferred from Fleet Bank,
the former Risdon 401(k) trustee, to VFTC, and mapped to the respective
VFTC funds, in February 1999, and are recorded as a Plan asset at December
31, 1998. During the conversion process a freeze period was enforced to
restrict transactions. Once the freeze period was lifted on November 17,
1998 and March 26, 1999 for the Van Dorn 401(k) and Risdon 401(k),
respectively, participants could change investment elections.
Contributions
The plan has two components: a participant salary deferral 401 (k)
component and a Company matching contribution component. The salary
deferral 401(k) component of the plan allows before-tax employee
contributions of 2% to 12% of annual compensation. The Plan also allows
after-tax employee contributions of 1% to 8% of annual compensation.
Contribution rates are subject to certain limitations, as prescribed by
law. The Company makes matching contributions equal to 50 percent of the
employee's contribution, up to a maximum of 3 percent of compensation.
Company contributions are made in the form of Company common stock.
Participant Accounts
Each participant's account is credited with the participant's contribution
and the participant's allocations of the Company's contributions, as
described above. Plan earnings are allocated to the participant's accounts
based on the participant's account balances. The benefit to which a
participant is entitled is the benefit that can be provided from the
participant's vested account.
- 4 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
Vesting
Participants are immediately vested in their contributions plus actual
earnings thereon. Vesting in the Company's contributions plus actual
earnings thereon is based on years of continuous service. A participant is
fully vested after four years of credited service.
Participant Loans
Participants may borrow from their account a minimum of $1,000 up to a
maximum equal to the lesser of $50,000 or 50 percent of the participant's
vested balance. Loan transactions are treated as a transfer to (from) the
investment fund from(to) the Participant loans. Loan terms range from 1 to
5 years or up to 10 years for the purchase of a primary residence. The
loans are secured by the balance in the participant's account and bear
interest at a rate commensurate with a prevailing commercial rate for a
secured personal loan. Principal and interest is paid ratably through
monthly payroll deductions. A participant may not have more than five
outstanding loans at any one time.
Payment of Benefits
On termination of service due to death, disability or retirement, a
participant may elect to receive either a lump sum amount equal to the
value of the participant's vested interest in his or her account, or
substantially equal periodic installments over a period 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. All
distributions are paid in either cash or company stock at the participant's
election.
Forfeited Accounts
Forfeited balances of terminated participants' non-vested accounts are used
to reduce future Company contributions. At December 31, 1998 and 1997
forfeited non-vested accounts totaled $66,474 and $38,416, respectively.
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. In the event of Plan
termination, participants will become 100 percent vested in their accounts.
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 percent) and bonds (40 percent).
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.
- 5 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
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 common 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.
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.
-6 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
3. 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 and 5.00 percent and 6.96 percent at
December 31, 1997. Average yields on GICs were 5.71 percent in 1998 and
6.07 percent in 1997. The Vanguard Retirement Savings Trust (the "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.
4. Related Party Transactions
The Plan invests in shares of registered investment companies managed by an
affiliate of VFTC. VFTC acts as trustee for 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.
5. Plan Expenses
All recordkeeping expenses for the administration of the Plan, with the
exception of certain miscellaneous fees, are paid by the Company.
6. Tax Status
The Plan was amended and restated, effective January 1, 1994, to comply
with all provisions of the Internal Revenue Code (IRC) and ERISA. The
Committee has received a favorable determination letter from the Internal
Revenue Service (IRS) dated February 22, 1996, and accordingly, the Plan is
not subject to federal or local income taxes. The Plan has been amended
since receiving the determination letter. However, 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 provisions of
the Internal Revenue Code.
7. Insurance Company Seizure
On August 11, 1994, regulators in both the United States and Canada seized
control of Confederation Life Insurance Company. These actions were taken
to prevent the possibility of massive demands for cash following a failed
business combination. At the time of the seizure, the Plan's Fixed Income
Fund included an investment contract with a value of approximately $4.8
million. The recognition of interest income was suspended coincident with
the seizure on August 11, 1994. On October 23, 1996, regulators approved a
plan of rehabilitation and a liquidation order for Confederation Life
Insurance Company. In accordance with the provisions of this plan, the
assets subject to seizure were distributed to contract holders (i.e., the
Plan) under a variety of payment options. During 1997, the Plan received
100 percent of the original frozen assets plus $693,877 of interest. These
funds were subsequently transferred out to other investment options in
accordance with the participants' elections.
- 7 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
8. Benefit Obligations
Benefit obligations for persons who have recently withdrawn from
participation in the Plan were $306,843 as of December 31, 1998. This
amount was paid in January 1999, and is reflected as a liability in the
Plan's Form 5500.
9. Subsequent Events
The Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for
Salaried Employees of CONSTAR International, Inc. was merged with and into
the Plan effective March 31, 1999. The assets transferred totaled
$21,704,866.
- 8 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
10. Changes in Net Assets Available for Benefits by Investment Fund
The allocation of changes in net assets available for plan benefits for the
year ended December 31, 1998 is as follows:
<TABLE>
<CAPTION>
Fund Information
--------------------------------------------------------------------------------------------------
Crown Cork
Vanguard Vanguard Vanguard Crown Cork & Seal
Balanced Total Bond Vanguard Vanguard International & Seal Fixed
Index Market Explorer 500 Index Growth Stock Income Participant
Fund Index Fund Fund Fund Fund Fund Fund Loans Other Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and dividend
income $ 234,187 $ 115,022 $ 31,797 $ 574,271 $ 92,686 $ 809,143 $ 2,942,896 $ - $ - $ 4,800,002
Interest income,
participant loans - - - - - - - 68,305 - 68,305
Net realized gain
(loss)on sale
of investments 58,255 226 (28,820) 784,855 90,936 (450,684) - - - 454,768
Net unrealized
appreciation
(depreciation)of
investments 618,519 16,818 149,574 6,698,151 455,603 (14,171,541) - - - (6,232,876)
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- -----------
910,961 132,066 152,551 8,057,277 639,225 (13,813,082) 2,942,896 68,305 - (909,801)
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- -----------
Contributions:
Employer 2,582 1,664 3,905 7,975 5,031 1,269,309 11,147 - - 1,301,613
Participant 416,118 188,857 314,941 1,803,665 374,358 1,467,105 1,014,180 - - 5,579,224
Participant loan
repayments 11,030 4,653 9,423 50,023 7,537 60,967 45,987 (189,620) - -
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ------------
429,730 195,174 328,269 1,861,663 386,926 2,797,381 1,071,314 (189,620) - 6,880,837
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ------------
Asset transfers
in 1,225,808 580,619 331,897 2,042,506 254,458 2,187,859 6,305,124 279,957 21,636,300 34,844,528
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ------------
Total
additions 2,566,499 907,859 812,717 11,961,446 1,280,609 (8,827,842) 10,319,334 158,642 21,636,300 40,815,564
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ------------
Deductions:
Payment of
benefits 575,202 29,748 335,375 3,757,191 590,044 2,417,974 6,647,975 25,664 - 14,379,173
Participant loan
withdrawals 34,363 17,474 38,558 298,009 37,343 244,348 162,282 (832,377) - -
Administrative
expenses 200 - 260 310 40 120 330 - - 1,260
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ------------
Total
deductions 609,765 47,222 374,193 4,055,510 627,427 2,662,442 6,810,587 (806,713) - 14,380,433
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ------------
Net increase (decrease)
prior to interfund
transfers 1,956,734 860,637 438,524 7,905,936 653,182 (11,490,284) 3,508,747 965,355 21,636,300 26,435,131
Interfund
transfers 1,877,917 1,020,467 (385,324) 1,557,432 (163,356) (1,602,099) (2,305,037) - - -
---------- ---------- ---------- ----------- ---------- ----------- ----------- ---------- ----------- ------------
Net increase
(decrease) 3,834,651 1,881,104 53,200 9,463,368 489,826 (13,092,383) 1,203,710 965,355 21,636,300 26,435,131
Net assets available
for benefits:
Beginning
of period 3,595,958 842,814 3,092,484 27,647,684 4,158,734 42,389,576 51,721,496 735,229 - 134,183,975
---------- ---------- --------- ---------- --------- ---------- ----------- ---------- ----------- ------------
End of period $7,430,609 $2,723,918 $3,145,684 $37,111,052 $4,648,560 $29,297,193 $52,925,206 $1,700,584 $21,636,300 $160,619,106
========== ========== ========== =========== ========== =========== =========== ========== =========== ============
</TABLE>
- 9 -
<PAGE>
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan
Notes to Financial Statements
- --------------------------------------------------------------------------------
10. Changes in Net Assets Available for Benefits by Investment Fund (continued)
The allocation of changes in net assets available for plan benefits for the
year ended December 31, 1997 is as follows:
<TABLE>
<CAPTION>
Fund Information
-----------------------------------------------------------------------------------------------------
Vanguard
Bond Index Crown Crown
Vanguard Fund - Vanguard Vanguard Crown Cork & Seal Cork & Seal
Balanced Total Bond Vanguard Index International Cork & Seal Confederation Fixed
Index Market Explorer Trust -500 Growth Stock Participant Life Income
Fund Portfolio Fund Portfolio Portfolio Fund Loans IC Fund Fund Total
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Additions:
Investment income:
Interest and
dividend
income $ 139,143 $ 41,686 $ 302,216 $ 566,767 $ 176,306 $ 782,511 $ - $ 693,877 $3,203,432 $ 5,905,938
Interest income,
participant loans - - - - - - 55,906 - - 55,906
Net realized gain
(loss) on sale
of investments 36,824 20 76,967 593,310 87,804 (335,166) - - - 459,759
Net unrealized
appreciation
(depreciation)
of investments 419,192 17,362 8,517 5,434,917 (97,669) (3,101,525) - - - 2,680,794
----------- -------- ---------- ------------ --------- ----------- ------------ ---------- ---------- -------------
595,159 59,068 387,700 6,594,994 166,441 (2,654,180) 55,906 693,877 3,203,432 9,102,397
----------- -------- ---------- ----------- ---------- ----------- ------------ ---------- ---------- -------------
Contributions:
Employer 1,975 1,658 2,391 6,129 4,982 1,166,085 - - 13,199 1,196,419
Participant 210,981 113,627 315,807 1,171,125 341,060 1,690,554 - - 1,112,656 4,955,810
Participant loan
repayments 2,250 651 6,734 37,593 5,028 48,651 (144,431) - 43,524 -
----------- -------- ---------- ----------- ---------- ----------- ------------ ---------- ---------- -------------
215,206 115,936 324,932 1,214,847 351,070 2,905,290 (144,431) - 1,169,379 6,152,229
----------- -------- ---------- ----------- ---------- ----------- ------------ ---------- ---------- -------------
Total additions 810,365 175,004 712,632 7,809,841 517,511 251,110 (88,525) 693,877 4,372,811 15,254,626
----------- -------- ---------- ----------- ---------- ----------- ------------ ---------- ---------- -------------
Deductions:
Payment of
benefits 512,536 72,151 205,363 2,170,937 517,672 3,477,338 22,726 - 9,268,022 16,246,745
Participant loan
withdrawals 5,417 1,628 14,450 93,439 9,865 61,298 (300,592) - 114,495 -
Administrative
expenses 60 10 100 190 70 90 - - 200 720
---------- --------- ---------- ----------- ---------- ----------- ------------ ---------- ----------- ------------
Total
deductions 518,013 73,789 219,913 2,264,566 527,607 3,538,726 (277,866) - 9,382,717 16,247,465
---------- --------- ---------- ----------- ---------- ----------- ------------ ---------- ----------- ------------
Net increase(decrease)
prior to interfund
transfers 292,352 101,215 492,719 5,545,275 (10,096) (3,287,616) 189,341 693,877 (5,009,906) (992,839)
Interfund
transfers 918,177 186,464 (435,068) 3,505,957 (5,771) 2,596,585 - (5,445,122) (1,321,222) -
---------- --------- ---------- ----------- ---------- ------------ ----------- ---------- ----------- ------------
Net increase
(decrease) 1,210,529 287,679 57,651 9,051,232 (15,867) (691,031) 189,341 (4,751,245) (6,331,128) (992,839)
Net assets available
for benefits:
Beginning
of period 2,385,429 555,135 3,034,833 18,596,452 4,174,601 43,080,607 545,888 4,751,245 58,052,624 135,176,814
---------- --------- ---- ----- ----------- ---------- ------------ ----------- ---------- ----------- ------------
End of period $3,595,958 $ 842,814 $3,092,484 $27,647,684 $4,158,734 $ 42,389,576 $ 735,229 $ - $51,721,496 $134,183,975
========== ========= ========== =========== ========== ============ =========== ========== =========== ============
</TABLE>
- 10 -
<PAGE>
Additional Information
Required for Form 5500
<PAGE>
Crown Cork & Seal Company, Inc. Schedule I
401(k) Retirement Savings Plan
EIN 23-1526444
Schedule of Assets Held for Investment Purposes
Form 5500, Line 27(a)
As of December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current
Identity of Issue Description of Asset Cost Value
<S> <C> <C> <C>
* Vanguard Balanced Index Fund Registered Investment Company $6,227,079 $ 7,373,064
* Vanguard Total Bond Market Index Fund Registered Investment Company 2,661,915 2,699,675
* Vanguard Explorer Fund Registered Investment Company 2,809,029 3,113,920
* Vanguard 500 Index Fund Registered Investment Company 22,338,604 36,925,536
* Vanguard International Growth Fund Registered Investment Company 3,942,385 4,614,494
* Crown Cork & Seal Stock Fund Company Stock Fund 31,755,459 29,064,510
Participant loans 7.5% - 13.7% 1,700,584
* Crown Cork & Seal Fixed Income Fund Unallocated Guaranteed Investment
Contracts and Common/
Collective Trusts 52,839,270 52,839,270
------------
Total assets held for investment purposes $ 138,331,053
=============
<FN>
* Party in Interest
</FN>
</TABLE>
- 11 -
<PAGE>
Crown Cork & Seal Company, Inc. Schedule II
401(k) Retirement Savings Plan
EIN 23-1526444
Schedule of Reportable (5%) Transactions*
Form 5500, Line 27(d)
Year Ended December 31, 1998
- --------------------------------------------------------------------------------
<TABLE>
<CAPTION>
Current Value
Historical of Asset on
Identity of Purchase Selling Cost Transaction Net
Party Involved Description of Asset Price Price of Asset Date Gain
<S> <C> <C> <C> <C> <C> <C>
The Vanguard Group Vanguard 500 Index Fund $ 10,750,465 $ 10,750,465
The Vanguard Group Vanguard 500 Index Fund $8,858,058 $6,570,617 8,858,058 $ 2,287,441
The Vanguard Group Crown Cork & Seal Fixed Income Fund 15,394,368 15,394,368
The Vanguard Group Crown Cork & Seal Fixed Income Fund 14,189,798 14,189,798 14,189,798 -
The Vanguard Group Crown Cork & Seal Stock Fund 10,826,244 10,826,244
The Vanguard Group Crown Cork & Seal Stock Fund 8,734,078 7,524,313 8,734,078 1,209,765
</TABLE>
* 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.
- 12 -
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 (No. 33-39529) of Crown Cork & Seal Company, Inc. of our
report dated June 18, 1999 appearing on page 6 of this Form 11-K.
PricewaterhouseCoopers LLP
Philadelphia, Pennsylvania
June 24, 1999
