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 1994
For the fiscal year ended December 31, 1995
Commission File Number 1-2227
A. Full title of the plan:
Crown Cork & Seal Company, Inc.
401(K) Retirement Savings Plan
for Salaried Employees of CONSTAR International, Inc.
B. Name of issuer of the Securities held pursuant to the
plan and the address of its principal executive office:
CROWN CORK & SEAL COMPANY, INC.
9300 ASHTON ROAD
PHILADELPHIA, PA 19136
INDEX
Pages
Signatures . . . . . . . . . . . . . . . . . . . . . . . . . 3
Report Of Independent Accountants . . . . . . . . . . . . . . 6
Audited Plan Financial Statements And Schedules Prepared In
Accordance With The Financial Reporting Requirements Of ERISA . 7 to 14
Exhibit 23 - Consent Of Independent Accountants . . . . . . . . 15
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) Retirements Savings Plan
for Salaried Employees of
CONSTAR International, Inc.
Date: June 26, 1996 By:/s/ James T. Malec
______________________________
James T. Malec
Member, Benefit Plan Committee
Crown Cork & Seal
Company, Inc.
401(k) Retirement
Savings Plan for Salaried
Employees of CONSTAR
International, Inc.
Financial Statements
and Supplemental Information
December 31, 1995
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees of
CONSTAR International, Inc.
Financial Statements and Supplemental Information
December 31, 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
Notes to Financial Statements 5 - 7
Schedule I - Schedule of Assets Held for Investment
at December 31, 1995 8
Schedule II - Schedule of Reportable Transactions
(Transaction or Series of Transactions)
for the Year Ended December 31, 1995 in
Excess of 5% of Plan Assets 9
Note: Other schedules required by ERISA are not applicable.
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 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, 1995 and
1994, and the changes in net assets available for plan benefits for the year
ended December 31, 1995, 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 made for the purpose of forming an opinion on the basic
financial statements taken as a whole. The additional information included in
Schedules I and II is presented for purposes of additional analysis and is not a
required part of the basic financial statements but is additional information
required by ERISA. 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
Philadelphia, Pennsylvania
June 7, 1996
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
- --------------------------------------------------------------------------------
Stock Fixed Diversified Government TRASOP Loan
Fund Fund Fund Fund Fund Fund Total
---- ---- ---------- ---------- -------- ---- -----
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
Cash and cash equivalents 79,001 124 340,824 419,949
Loans to employees $1,044,386 1,044,386
---------- ---------- --------- -------- -------- --------- -----------
Total investments 3,439,537 12,042,397 5,115,407 911,992 119,852 1,044,386 22,673,571
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 plan benefits $3,452,398 $12,074,107 $5,129,949 $915,192 $120,392 $1,044,386 $22,736,424
========== =========== ========== ======== ======== ========== ===========
* Comprises 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.
-2-
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, 1994
- --------------------------------------------------------------------------------
Stock Fixed Diversified Government PAYSOP Loan
Fund Fund Fund Fund Fund Fund Total
---- ---- ---- ---- ---- ---- -----
Investments at fair value:
Crown Cork & Seal Common Stock * $2,120,720 $460,852 $ 2,581,572
SunTrust Bank Retirement Reserve Fund 75,576 844 76,420
New England Mutual Life Insurance
Group Annuity Policy #3597 * $13,329,909 13,329,909
Vanguard Windsor Fund * $1,196,749 1,196,749
AIM Equity Funds, Inc. -
Weingarten Fund * 1,256,938 1,256,938
Investment Company of America -
Mutual Fund * 1,226,799 1,226,799
Vanguard Fixed Income Securities Fund $686,762 686,762
Cash and cash equivalents 3,024 86,049 30,913 33,514 153,500
Loans to employees * $1,097,467 1,097,467
---------- ----------- ---------- -------- -------- ---------- -----------
Total investments 2,199,320 13,415,958 3,711,399 720,276 461,696 1,097,467 21,606,116
Receivable from trustee 150,000 150,000
Accrued income receivable 376 438 104 123 6 1,047
---------- ----------- ---------- -------- -------- ---------- -----------
Net assets available for plan benefits $2,199,696 $13,566,396 $3,711,503 $720,399 $461,702 $1,097,467 $21,757,163
========== =========== ========== ======== ======== ========== ===========
* Comprises more than 5% of the fair value of plan assets at December 31, 1994.
The accompanying notes are an integral part of these financial statements.
-3-
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 December 31, 1995
- --------------------------------------------------------------------------------
Stock Fixed Diversified Government TRASOP Loan
Fund Fund Fund Fund Fund Fund Total
---- ---- ------------ ---------- -------- ---- -----
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 - allocated 79,681 (79,681)
Loans issued (575,501) 575,501
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
-------- ----------- ----------- -------- -------- ---------- ----------
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 asset at end of year $3,452,398 $12,074,107 $5,129,949 $915,192 $120,392 $1,044,386 $22,736,424
========== =========== ========== ======== ======== ========= ===========
The accompanying notes are an integral part of these financial statements.
-4-
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1995
- --------------------------------------------------------------------------------
1. Summary of Significant Accounting Policies
Plan Description. The Crown Cork & Seal Company, Inc. 401(k) Retirement
Savings Plan for Salaried Employees of CONSTAR International, Inc.,
formerly Inc., formerly the CONSTAR International Salaried Employees'
Savings Incentive Plan (the "Plan") became effective September 1, 1983. The
purpose of the Plan is to encourage voluntary savings and to assist
employees in meeting their retirement income objectives. All salaried
employees of CONSTAR International (the "Employer") with at least one year
of service, as defined, are eligible to participate in the Plan. All of the
outstanding common stock of CONSTAR International, Inc. was acquired by
Crown Cork & Seal Company, Inc. during 1992.
The Plan is administered by the Crown Cork & Seal Co., Inc. Benefit Plans
Committee (the "Committee"). The Committee has appointed SunTrust Bank to
serve as the trustee of the Plan.
Basis of Accounting. The Plan maintains its financial records and prepares
its financial statements using the accrual basis of accounting. Investments
listed on a national exchange are valued on the basis of year end closing
prices. The investment in the New England Mutual Life Insurance Group
Annuity contract is fully benefit responsive and carried at contract value.
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
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.
-5-
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1995
- --------------------------------------------------------------------------------
That portion of the participant's account contributed by the Employer can
only be withdrawn from the participant's account upon retirement, death,
disability, separation of employment, attainment of age 59 1/2 or through a
loan approved by the Committee. However, the Plan allows for financial
hardship withdrawals, subject to certain limitations. Payment of any income
tax liabilities generated by withdrawals from the Plan are the
responsibility of the employee.
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). In the
event of a default on a loan, the outstanding balance and accrued interest
is deducted from the participant's account prior to distribution.
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 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 in the common stock of Crown Cork & Seal Company,
Inc.
The Fixed Income Fund is presently investing in guaranteed investment
contracts with New England Mutual Life Insurance Company. The annual yields
on these contracts were 5.05% in 1995 and 4.9% in 1994.
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 Securities Fund holds shares in the Vanguard Fixed Income
Securities Fund, which comprises government bonds with one to four year
maturities.
-6-
Crown Cork & Seal Company, Inc.
401(k) Retirement Savings Plan for Salaried Employees
of CONSTAR International, Inc.
Notes to Financial Statements
December 31, 1995
- --------------------------------------------------------------------------------
The PAYSOP Fund, shown at December 31, 1994 has its assets invested in
common stock of Crown Cork & Seal Company, Inc., and has been reclassified
to the Stock Fund at December 31, 1995.
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.
In September 1995, the CONSTAR International Inc. Stock Ownership Plan
("TRASOP") merged into the Plan. Assets are held separately in the STI
Classic Prime Quality Money Market Fund.
5. Loans to Participants
At December 31, 1995 and 1994, receivables from employees consisted
primarily of loans from the Fixed Income Fund to participants. 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 1995. Interest rates on loans in 1994 ranged from 7.0% to
9.5%
-7-
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 at December 31, 1995
- --------------------------------------------------------------------------------
Description Number of Shares Cost Fair Value
Crown Cork & Seal Company, Inc.
common stock 80,482 $3,141,336 $3,360,124*
New England Mutual Life Insurance
Group Annuity Policy #3597 12,042,273 12,042,273*
Vanguard Windsor Fund 107,564 1,448,495 1,562,905*
AIM Equity Funds, Inc.
Weingarten Fund 88,061 1,513,674 1,561,322*
Investment Company of America 76,370 1,419,895 1,650,356*
Vanguard Fixed Income
Securities Fund 88,986 914,734 911,992
SunTrust Bank
Retirement Reserve Fund 412 412 412
STI Classic Prime Quality
Money Market Funds 119,852 119,852
Participant Loan Fund
(at 7.0% - 10.0% interest rates) 1,044,386 1,044,386
----------- -----------
Total Investments at December 31, 1995 $21,645,057 $22,253,622
=========== ===========
* Comprises more than 5% of the fair value of Plan assets at December 31, 1995.
-8-
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
(Transaction or Series of Transactions)
For the Year Ended December 31, 1995 in Excess of 5% of Plan Assets
- --------------------------------------------------------------------------------
Aggregate Aggregate
Number of Number Cost of Proceeds Cost Net Gain
Description of Assets Purchases of Sales Purchases from Sales of Asset on Sale
--------------------- --------- -------- --------- ---------- -------- -------
SunTrust Bank Retirement
Reserve Fund 58 49 $1,033,935 $1,109,943 $1,109,943
New England Mutual Life
Insurance Group Annuity
Policy #3597 18 10 1,085,409 2,517,927 2,517,927
STI Classic Prime Quality
Money Market Funds 178 119 6,134,118 5,975,686 5,975,686
-9-