-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, SqoAxrCc9WQrEPb8gjzu0sVJF93XaUWTMVEfFcMvNN3T6BKjyE6GI++2sAx7Iebe 0hoi3q1FVGp/SWePlvZ0Vg== 0000025890-94-000017.txt : 19940707 0000025890-94-000017.hdr.sgml : 19940707 ACCESSION NUMBER: 0000025890-94-000017 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19931231 FILED AS OF DATE: 19940629 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO INC CENTRAL INDEX KEY: 0000025890 STANDARD INDUSTRIAL CLASSIFICATION: 3411 IRS NUMBER: 231526444 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 11-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-02227 FILM NUMBER: 94537083 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 11-K 1 1993 RPT ON FORM 11-K FOR CONSTAR SALARIED EMPLOYEES SAVINGS PLAN 1 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, 1993 Commission File Number 1-2227 A. Full title of the plan: CONSTAR International Inc. Salaried Employees' Savings Incentive Plan B. Name of issuer of the Securities held pursuant to the plan and the address of principal executive office: CROWN CORK & SEAL COMPANY, INC. 9300 ASHTON ROAD PHILADELPHIA, PA 19136 2 INDEX PAGE Signatures .. . . . . . . . . . . . . . . . . . . . . . . . . 3 Report of Independent Accounts . . . . . . . . . . . . . . . 6 Audited Plan Financial Statements And Schedules Prepared In Accordance With The Financial Reporting Requirements Of ERISA 7 to 13 Exhibits 23 - Consent Of Independent Accountants . . . . . . 14 3 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. CONSTAR International Inc. Salaried Employees' Savings Incentive Plan Date: June 29, 1994 By:/s/James A. Merritt James A. Merritt Member, Benefit Plan Committee 4 CONSTAR International Salaried Employees' Savings Incentive Plan December 31, 1993 5 CONSTAR International Salaried Employees' Savings Incentive Plan Index to Financial Statements and Supplementary Information Page(s) Report of Independent Accountants 1 Statement of Net Assets Available for Plan Benefits 2 - 3 Statement of Changes in Net Assets Available for Plan Benefits 4 Notes to Financial Statements 5 - 6 Schedule I - Schedule of Assets Held for Investment at December 31, 1993 7 Schedule II - Reportable Transactions (Transaction or Series of Transactions) for the Year Ended December 31, 1993 in Excess of 5% of Plan Assets 8 6 Report of Independent Accountants June 22, 1994 To the Savings Plan Committee and Participants of the CONSTAR International Salaried Employees' Savings Incentive Plan 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 CONSTAR International Salaried Employees' Savings Incentive Plan (the "Plan") at December 31, 1993 and 1992, and the changes in its net assets available for plan benefits for the year ended December 31, 1993 in conformity with generally accepted accounting principles. These financial statements are the responsibility of the Plan's administrator; 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 audit was 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. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole. PRICE WATERHOUSE Page 1 7 CONSTAR International Salaried Employees' Savings Incentive Plan Statement of Net Assets Available for Plan Benefits December 31, 1993
Stock Fixed Diversified Government PASOP Fund Fund Fund Fund Fund Total Investments at fair value: Crown Cork & Seal Co., Inc. 78,116 shares, cost $3,017,932 $2,699,347 $571,761 $ 3,271,108 Sun Trust Retirement Reserve Fund, cost equals market 52,800 3,888 56,688 New England Mutual Life Insurance Group Annuity Policy #3597, cost equals market $14,373,149 14,373,149 Vanguard/Windsor Fund, 72,226 shares, cost $907,411 $1,004,662 1,004,662 AIM Equity Funds, Inc. - Weingarten Fund, 56,866 shares, cost $980,289 975,259 975,259 Investment Company of America, 52,860 shares, cost $938,334 986,167 986,167 Vanguard Fixed Income Securities Fund, 77,867 shares, cost $807,359 $805,147 805,147 Cash and cash equivalents, cost equals market 153,193 40,925 25,828 219,946 Total investments 2,752,147 14,526,342 3,007,013 830,975 575,649 21,692,126 Loans to employees 921,618 921,618 Accrued income receivable 137 168 85 68 2 460 Net assets available for plan benefits $2,752,284 $15,448,128 $3,007,098 $831,043 $575,651 $22,614,204
[FN] The accompanying notes are an integral part of these financial statements. Page 2 8 CONSTAR International Salaried Employees' Savings Incentive Plan Statement of Net Assets Available for Plan Benefits December 31, 1992
Stock Fixed Windsor Diversified Government PASOP Fund Fund Fund Fund Fund Fund Total Investments at fair value: Sun Trust Retirement Reserve Fund, cost equals market $2,567,936 $583,702 $ 3,151,638 New England Mutual Life Insurance Group Annuity Policy #3597, cost equals market $13,412,680 13,412,680 Windsor Fund, 165,252 shares, $1,978,091 cost $1,706,278 $ 399,028 2,105,306 AIM Equity Funds, Inc. - Weingarten Fund, 24,053 shares, $425,277 cost 416,832 416,832 Investment Company of America, 22,865 shares, $400,414 cost 409,047 409,047 Vanguard Fixed Income Securities Fund, 29,918 shares, $309,645 cost $307,255 307,255 Cash and cash equivalents, cost equals market 174,492 21,298 23,279 14,331 233,400 Total investments 2,567,936 13,587,172 1,727,576 1,248,186 321,586 583,702 20,036,158 Loans to employees 826,484 826,484 Contributions receivable 7,594 37,411 3,765 6,547 1,177 56,494 Net assets available for plan benefits $2,575,530 $14,451,067 $1,731,341 $1,254,733 $322,763 $583,702 $20,919,136
[FN] The accompanying notes are an integral part of these financial statements. Page 3 9 CONSTAR International Salaried Employees' Savings Incentive Plan Statement of Changes in Net Assets Available for Plan Benefits For the Year Ended December 31, 1993
Stock Fixed Windsor Diversified Government PASOP Fund Fund Fund Fund Fund Fund Total Investment income: Dividends $ 76,391 $ 62,817 $ 9,005 $ 148,213 Interest $ 45,598 $ 801,932 382 $ 39,203 887,115 Gain (loss) on sales of investments 1,461 97,966 27,191 716 ( 572) 126,762 Unrealized appreciation (depreciation) of investments 201,085 ( 95,683) 108,334 178 52,090 266,004 Income from investment activities 246,683 803,393 78,674 198,724 40,097 60,523 1,428,094 Contributions: Employee 361,987 916,396 230,525 73,701 1,582,609 Employer 127,189 329,665 73,127 21,645 551,626 Participant withdrawals ( 279,774) (1,267,079)( 99)( 229,513) ( 10,045) ( 68,895) (1,855,405) Net transfers (to) from other funds ( 276,004) 218,994 (1,810,748) 1,483,860 383,898 Administrative expenses ( 3,327) ( 4,308) 832 ( 4,358) ( 1,016) 321 ( 11,856) Increase (decrease) in net assets available for plan benefits 176,754 997,061 (1,731,341) 1,752,365 508,280 ( 8,051) 1,695,068 Net assets at beginning of year 2,575,530 14,451,067 1,731,341 1,254,733 322,763 583,702 20,919,136 Net assets at end of year $ 2,752,284 $15,448,128 $ $ 3,007,098 $ 831,043 $ 575,651 $22,614,204
[FN] The accompanying notes are an integral part of these financial statements. Page 4 10 CONSTAR International Salaried Employees' Savings Incentive Plan Notes to Financial Statements Note 1 - Summary of Significant Accounting Policies: Plan Description 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 CONSTAR International Savings Plan Committee (the "Committee"). The Committee has appointed American National Bank and Trust Company 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 in securities listed on a national exchange are valued on the basis of year end closing prices. Other investments not having an established market are valued at fair value as determined by the trustee. All expenses for the administration of the Plan, except for brokerage commissions and related expenses on security transactions, are paid by the Employer. Note 2 - Contributions and Withdrawals: 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% 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. The basic, supplemental, profitability and the portion of the participant's added value contributions matched 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. Note 3 - Tax Status of the Plan: The trust established under the Plan is qualified under the Internal Revenue Code as exempt from federal income taxes. Although the Plan has received a favorable determination letter from the IRS, it has not yet been updated for plan amendments necessary to meet certain requirements of the Tax Reform Act of 1986. However, the plan sponsor is of the opinion that the Plan meets the IRS requirements and therefore the trust continues to be tax exempt. Page 5 11 Note 4 - Investment Programs: The Plan currently comprises four investment funds. Prior to May 1, 1993, the Plan comprised five investment funds. The Stock Fund was invested in the common stock of CONSTAR International, Inc. until Crown Cork & Seal Company, Inc., via tender offer, acquired all of the CONSTAR International, Inc. common stock. The proceeds from the sale of the common stock were invested in the Sun Trust Retirement Reserve Fund where they remained at the end of 1992. The Stock Fund began investing in the common stock of Crown Cork & Seal Company, Inc. in 1993. The Fixed Income Fund is presently investing in guaranteed investment contracts with New England Mutual Life Insurance Company. The annual yields on these funds were 6.6% in 1993 and 8.0% in 1992. The Windsor Fund was an equity fund holding shares of Windsor. Windsor is a no-load fund which invests primarily in common stocks. During 1993, a decision was made to liquidate this fund and transfer its assets among the other funds, primarily the Crown Cork & Seal Company, Inc. stock fund. Since the Windsor Fund no longer has any assets, nor is it an investment option to participants of the Plan, it has been removed from the Statement of Net Assets Available for plan Benefits. The current year's activity is however, presented in the Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1993. The Diversified Equity Fund includes shares of the AIM Weingarten Fund, shares of the Investment Company of America as well as shares of Windsor. 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. Additionally, the Plan includes the PASOP Fund, which, until the aforementioned acquisition by Crown Cork & Seal Company, Inc., invested in the common stock of CONSTAR International, Inc.. The fund currently has 99% of its assets invested in common stock of Crown Cork & Seal Co., Inc. The Tax Reform Act of 1986 eliminated the payroll tax credit which had been the source of funding for the PASOP fund. At that time, the Employer discontinued all contributions to the PASOP Fund. A participant's contribution to the Plan may be invested solely in any one of the above funds, other than the PASOP Fund, 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. 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. Note 5 - Loans to Participants: At December 31, 1993 and 1992, receivables from employees consisted primarily of loans from the Fixed Income Fund to participants in accordance with the terms set forth in the Plan agreement. Interest rates on these loans at December 31, 1993 were 7.0% throughout the year, and for 1992, rates ranged from 7.0% to 11.5%. Page 6 12 Schedule I CONSTAR International Salaried Employees' Savings Incentive Plan Schedule of Assets Held for Investment at December 31, 1993 Description Number of Shares Cost Fair Value Crown Cork & Seal Co., Inc. common stock 78,116 $ 3,017,932 $ 3,271,108* New England Mutual Life Insurance Group Annuity Policy #3597 14,373,149 14,373,149* Vanguard/Windsor Fund 72,226 907,411 1,004,662 AIM Equity Funds, Inc. Weingarten Fund 56,866 980,289 975,259 Investment Company of America 52,860 938,334 986,167 Vanguard Fixed Income Securities Fund 77,867 807,359 805,147 Sun Trust Retirement Reserve Fund 56,688 56,688 56,688 Cash and cash equivalents 219,946 219,946 Total Investments at December 31, 1993 $21,301,108 $21,692,126 * Comprises more than 5% of the fair value of Plan assets at December 31, 1993. Page 7 13 Schedule II CONSTAR International Salaried Employees' Savings Incentive Plan Reportable Transactions (Transaction or Series of Transactions) for the Year Ended December 31, 1993 in Excess of 5% of Plan Assets
Number of Number Aggregate Cost Aggregate Proceeds Cost Net Gain or Description Purchases of Sales of Purchases from Sales of Asset Loss on Sale Sun Trust Retirement Reserve Fund 59 74 $2,865,077 $5,963,864 $5,963,864 Crown Cork & Seal Co., Inc. common stock 15 3 3,047,086 28,582 29,153 ($ 571) New England Mutual Life Insurance Group Annuity Policy #3597 24 8 2,178,470 1,218,000 1,218,000 Vanguard/Windsor Fund 13 7 647,936 1,784,902 1,686,936 97,966 AIM Equity Funds, Inc.- Weingarten Fund 22 18 1,600,918 1,009,122 992,175 16,947
Page 8 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 14 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Prospectus constituting part of the Registration Statement on Form S-8 (No. 33-63732) of CONSTAR International of our report dated June 22, 1994 appearing on page 6 of this Form 11-K. PRICE WATERHOUSE Philadelphia, Pennsylvania June 29, 1994 -----END PRIVACY-ENHANCED MESSAGE-----