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 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 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 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Committee has duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. Crown Cork & Seal Company, Inc. 401 (k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. By: /s/ James T. Malec ------------------ James T. Malec Member, Benefit Plan Committee Date: June 25, 1999 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, 1998 and 1997 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 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% 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. 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 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 7, the Plan was merged with and into the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan effective March 31, 1999. PricewaterhouseCoopers LLP June 18, 1999 Philadelphia, Pennsylvania Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. 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 $ 2,556,506 * $ 2,372,567 * Vanguard Total Bond Market Index Fund 567,698 548,049 Vanguard Explorer Fund 847,747 1,201,360 * Vanguard 500 Index Fund 7,245,558 * 5,713,811 * Vanguard International Growth Fund 838,913 856,330 STI Classic Prime Quality Money Market Fund 81,712 130,086 Crown Cork & Seal Fixed Income Fund 6,161,387 * 7,161,750 * Crown Cork & Seal Stock Fund 1,831,288 * 3,700,717 * Participant loans 856,770 899,115 -------------- -------------- Total investments 20,987,579 22,583,785 -------------- -------------- Receivables: Employer's contributions 23,092 30,286 Participants' contributions 61,581 76,092 Other receivables - 28,006 -------------- -------------- Total receivables 84,673 134,384 -------------- -------------- Net assets available for benefits $21,072,252 $22,718,169 ============== ============== * Represents 5% or more of net assets available for benefits. 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 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 $ 708,849 $ 999,940 Interest income, participant loans 67,325 95,855 Net appreciation in fair value of investments 801,726 844,511 ------------ ------------ 1,577,900 1,940,306 ------------ ------------ Contributions: Employer 325,252 420,079 Participant 935,975 1,257,929 ------------ ------------ 1,261,227 1,678,008 ------------ ------------ Total additions 2,839,127 3,618,314 ------------ ------------ Deductions: Payment of benefits 4,485,044 2,763,508 Administrative expenses - 465 ------------ ------------ Total deductions 4,485,044 2,763,973 ------------ ------------ Net (decrease) increase (1,645,917) 854,341 ------------ ------------ Net assets available for benefits: Beginning of period 22,718,169 21,863,828 ------------ ------------ End of period $21,072,252 $22,718,169 ============ ============ 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. Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 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. 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 9.5 percent to 10 percent and 7 percent to 10 percent for loans outstanding as of December 31, 1998 and 1997, respectively. Principal and interest is paid ratably through monthly payroll deductions. - 4 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 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 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 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 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 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 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 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. 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. 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 requirements of the IRC. 7. Subsequent Event The Plan was merged with and into the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan, effective March 31, 1999. The transferred assets totaled $21,704,866. - 7 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 8. 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: 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 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 ========== ======== ========= ========== ======== ========== ========= ========== ======= =========== - 8 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 8. 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: Fund Information --------------------------------------------------------------------------------------- Vanguard Bond Index Crown Vanguard Fund - Total Vanguard Vanguard Cork & 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 Additions: Investment income: Interest and dividend income $ 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 (decrease) 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 ========== ========= ========== ========== ========== ========== ========= ========== - 9 - Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1998 - -------------------------------------------------------------------------------- 8. 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: Fund Information ------------------------------------------------------------------- Fixed Income Diversified Government TRASOP Stock Fund Fund Fund Fund Fund Total Additions: Investment income: Interest and dividend income $ 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 (decrease) (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 ========== ========== ======== ======== ========== =========== - 10 - Additional Information Required for Form 5500 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, 1998 - -------------------------------------------------------------------------------- Current Identity of Issue Description of Asset Cost Value * Vanguard Balanced Index Fund Registered Investment Company $2,301,441 $2,556,506 * Vanguard Total Bond Market Index Fund Registered Investment Company 557,462 567,698 * Vanguard Explorer Fund Registered Investment Company 881,018 847,747 * Vanguard 500 Index Fund Registered Investment Company 5,924,188 7,245,558 * Vanguard International Growth Fund Registered Investment Company 778,724 838,913 * STI Classic Prime Quality Money Market Fund Money Market Fund 81,712 81,712 * Crown Cork & Seal Stock Fund Company Stock Fund 2,563,359 1,831,288 Participant loans 9.5% - 10% 856,770 * Crown Cork & Seal Fixed Income Fund Unallocated Guaranteed Investment Contracts and Common/ Collective Trusts 6,161,387 6,161,387 ----------- Total assets held for investment purposes $20,987,579 =========== <FN> * Party in Interest </FN> - 11 - 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, 1998 - -------------------------------------------------------------------------------- Current Value Historical of Asset on Net Identity of Purchase Selling Cost Transaction Gain Party Involved Description of Asset Price Price of Asset Date (Loss) The Vanguard Group Vanguard Balanced Index Fund $ 831,531 $ 831,531 The Vanguard Group Vanguard Balanced Index Fund $ 969,732 $ 923,781 969,732 $ 45,951 The Vanguard Group Vanguard 500 Index Fund 2,041,261 2,041,261 The Vanguard Group Vanguard 500 Index Fund 1,986,611 1,877,165 1,986,611 109,446 The Vanguard Group Crown Cork & Seal Fixed Income Fund 1,688,162 1,688,162 The Vanguard Group Crown Cork & Seal Fixed Income Fund 2,688,525 2,688,525 2,688,525 - The Vanguard Group Crown Cork & Seal Stock Fund 436,493 436,493 The Vanguard Group Crown Cork & Seal Stock Fund 1,197,440 1,141,609 1,197,440 55,831 * 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 -