-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ElRcfaJRwpiD8RIoEw5x9mpMX6RjMCdpkTySNI9DRBfWk3Z1d54dA7XhBWTgLzpW AhOGSfzv5iFq3caVSNrt4w== 0000025890-97-000015.txt : 19970626 0000025890-97-000015.hdr.sgml : 19970626 ACCESSION NUMBER: 0000025890-97-000015 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19970625 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: CROWN CORK & SEAL CO INC CENTRAL INDEX KEY: 0000025890 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [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: 97629417 BUSINESS ADDRESS: STREET 1: ONE CROWN WAY CITY: PHILADELPHIA STATE: PA ZIP: 19154 BUSINESS PHONE: 215-698-5100 11-K 1 CROWN 401(K) FOR CONSTAR SALARIED EMPLOYEES 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, 1996 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 15 Exhibit 23 - Consent of Independent Accountants.................. 16 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, 1997 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Financial Statements and Supplemental Information December 31, 1996 and 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, 1996 and 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 - 5 Notes to Financial Statements 6 - 8 Schedule I - Schedule of Assets Held for Investment Purposes 9 Schedule II - Schedule of Reportable Transactions 10 Note: Other schedules required by ERISA are not applicable. Report of Independent Accountants June 18, 1997 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, 1996 and 1995, and the changes in net assets available for plan 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 performed 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 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, 1996 - --------------------------------------------------------------------------------
Stock Fixed Diversified Government TRASOP Loan Fund Fund Fund Fund Fund Fund Total Investments, at fair value: Crown Cork & Seal Common Stock $3,422,526* $ 3,422,526 SunTrust Bank Retirement Reserve Fund 236,724 236,724 New England Mutual Life Insurance Group Annuity Policy #3597 $9,692,281* 9,692,281 Windsor Fund $2,043,620* 2,043,620 AIM Equity Funds, Inc. - Weingarten Fund 1,876,030* 1,876,030 Investment Company of America - Mutual Fund 2,134,686* 2,134,686 Vanguard Fixed Income Securities Fund $586,183 586,183 STI Classic Prime Quality Money Market Funds $123,207 123,207 Loans to participants $996,200 996,200 ---------- ---------- ---------- -------- -------- -------- ----------- Total investments 3,659,250 9,692,281 6,054,336 586,183 123,207 996,200 21,111,457 Cash and cash equivalents 96,303 73,283 3,353 172,939 Accrued income receivable 600 41,172 422,482 9 514 464,777 Employee contribution receivable 12,229 29,125 29,591 2,710 73,655 Employer contribution receivable 4,656 11,449 10,561 952 27,618 Loan principal repayment receivable 4,019 (4,019) Loan interest receivable 7,029 7,029 Administrative expenses receivable 2,132 900 2,619 702 6,353 ---------- ---------- ---------- -------- -------- -------- ----------- Net assets available for benefits $3,678,867 $9,882,278 $6,592,872 $593,909 $123,721 $992,181 $21,863,828 ========== ========== ========== ======== ======== ======== ===========
* Represents more than 5% of the fair value of net assets available for benefits at December 31, 1996. 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, 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 Loans to employees $1,044,386 1,044,386 ---------- ----------- ---------- -------- -------- ---------- ----------- Total investments 3,360,536 12,042,273 4,774,583 911,992 119,852 1,044,386 22,253,622 Cash and cash equivalents 79,001 124 340,824 419,949 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 benefits $3,452,398 $12,074,107 $ 5,129,949 $915,192 $120,392 $1,044,386 $22,736,424 ========== =========== =========== ======== ======== ========== ===========
* Represents 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. 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 For the Year Ended December 31, 1996 - --------------------------------------------------------------------------------
Stock Fixed Diversified Government TRASOP Loan Fund Fund Fund Fund Fund Fund Total Additions: Investment income: Dividends $ 78,353 $ 96,641 $ 48,763 $ 223,757 Interest 1,873 $ 546,052 2,337 8,468 $ 5,943 $ 94,749 659,422 Net realized gain (loss) on sales of investments 238,174 598,604 (8,069) 828,709 Unrealized appreciation (depreciation) in fair value of investments 715,076 452,781 (5,336) 1,162,521 ----------- ----------- ---------- -------- -------- ------------ ----------- Income from investment activities 1,033,476 546,052 1,150,363 43,826 5,943 94,749 2,874,409 Contributions: Employee 234,486 521,624 443,617 75,505 1,275,232 Employer 78,446 189,111 132,937 20,159 420,653 Loan principal repayment 546,575 (546,575) Loan interest 94,749 (94,749) Loans issued (611,303) 611,303 Deductions: Participant withdrawals (990,224) (3,199,216) (710,049) (423,419) (153) (116,933) (5,439,994) Interfund transfers in/out (129,280) (279,421) 446,055 (37,354) Administrative expenses (435) (2,461) (2,896) ----------- ----------- ---------- -------- -------- ----------- ------------ Net increase (decrease) in net assets available for benefits 226,469 (2,191,829) 1,462,923 (321,283) 3,329 (52,205) (872,596) Net assets at beginning of year 3,452,398 12,074,107 5,129,949 915,192 120,392 1,044,386 22,736,424 ---------- ----------- ---------- -------- -------- ---------- ----------- Net assets at end of year $3,678,867 $ 9,882,278 $6,592,872 $593,909 $123,721 $ 992,181 $21,863,828 ========== =========== ========== ======== ======== ========== ===========
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. Statement of Changes in net Assets Available for Plan Benefits, with Fund Information For the Year Ended December 31, 1995 - --------------------------------------------------------------------------------
Stock Fixed Diversified Government TRASOP Loan Fund Fund Fund Fund Fund Fund Total Additions: 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 79,681 (79,681) Loans issued (575,501) 575,501 Deductions: 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 --------- ---------- ---------- -------- -------- ---------- ---------- Net 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 assets 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. 5 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1996 and 1995 - -------------------------------------------------------------------------------- 1. Summary of Significant Accounting Policies Basis of Accounting. The Plan maintains its financial records and prepares its financial statements using the accrual basis of accounting. 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 is valued at its quoted market price. Participant notes receivable are valued at cost which approximates fair value. The investment in the New England Mutual Life Insurance Group Annuity contract is fully benefit responsive and valued at contract value which approximates fair value. Interest rates were 5.1% and 5.05% at December 31, 1996 and 1995, respectively. Average yields were 4.98% and 5.06% in 1996 and 1995, respectively. The contract contains an annual interest rate reset provision and guarantees a minimum rate equal to at least the prior year rate. Interest is accrued when earned. Dividends are recorded on the ex-dividend date. Purchases and sales are recorded on a trade date basis. 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 The Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc., formerly the CONSTAR International Salaried Employees' Savings Incentive Plan (the "Plan") is a defined contribution plan. 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 (the "Trustee") to serve as the trustee of the Plan. 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. 6 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1996 and 1995 - -------------------------------------------------------------------------------- The participant's account can only be withdrawn 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). 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 1996 and 1995. 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, dated February 22, 1996, 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 primarily in shares of Crown Cork & Seal Company, Inc. common stock. The Fixed Income Fund is presently investing in guaranteed investment contracts with New England Mutual Life Insurance Company. 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 Fund holds shares in the Vanguard Fixed Income Securities Fund, which is comprised of government bonds with one to four year maturities. 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. 7 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1996 and 1995 - -------------------------------------------------------------------------------- In September 1995, the CONSTAR International Inc. Stock Ownership Plan ("TRASOP") merged with and into the Plan. Assets of the TRASOP are held separately in the STI Classic Prime Quality Money Market Fund. 5. Benefits Payable Amounts allocated to persons who have elected to withdraw from the Plan but have not yet been paid at December 31, 1996 were as follows: Stock Fund $217,517 These amounts are recorded as benefits payable on the Plan's Form 5500. 6 Related Party Transactions Certain Plan investments are shares of mutual funds managed by the Trustee. Therefore, these transactions qualify as party-in-interest which are exempt from prohibited transaction rules. 7. Subseqent Events In 1997, Vanguard Fiduciary Trust Company ("Vanguard") was named as the new trustee for the Plan. Effective January 1, 1997, new contributions are being made to Vanguard. The existing trust assets are scheduled to be transferred from Sun Trust Bank to Vanguard in September, 1997. The new funds consist of the Vanguard Index Trust Fund, Vanguard International Growth Portfolio Fund, Vanguard Explorer Fund, Vanguard Balanced Index Fund and the Vanguard Bond Index Fund. 8 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 Purposes at December 31, 1996 - -------------------------------------------------------------------------------- Description Number Current Indentity of Issue of Investment of Shares Cost Value Crown Cork & Seal Company, Inc. Common Stock Common stock 62,943 $2,488,663 $3,422,526 New England Mutual Life Insurance Group Annuity Policy #3597 - 5.10%, 1/1/97 Guaranteed Investment Contract 9,692,281 9,692,281 9,692,281 Vanguard Windsor Fund Registered Investment Company 123,184 1,711,461 2,043,620 AIM Equity Funds, Inc. Weingarten Fund Registered Investment Company 101,352 1,766,149 1,876,030 Investment Company of America Registered Investment Company 88,101 1,736,008 2,134,686 Vanguard Fixed Income Securities Fund Registered Investment Company 57,967 594,008 586,183 SunTrust Bank Retirement Reserve Fund* Money Market Fund 236,724 236,724 236,724 STI Classic Prime Quality Money Market Funds* Money Market Fund 123,207 123,207 123,207 Participant Loan Fund (at 7.0% - 10.0% interest rates, maturities ranging from 1997 to 2006) 996,200 996,200 ----------- ----------- Total Investments at December 31, 1996 $19,344,701 $21,111,457 =========== =========== * Party-in-interest 9 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* For the Year Ended December 31, 1996 - -------------------------------------------------------------------------------- Aggregate Aggregate Net Identity of Description Cost of Proceeds Cost Gain Party Involved of Assets Purchases from Sales of Asset on Sale Crown Cork & Seal Common Stock $ 331,567 $ 800,212 $ 636,041 $164,171 SunTrust Bank Retirement Reserve Fund Registered Investment Company 1,034,215 797,903 797,903 New England Mutual Life Group Annuity Policy #3597 Guaranteed Investment Contract 882,823 3,344,106 3,344,106 AIM Equity Funds, Inc. Weingarten Fund Registered Investment Company 852,223 431,954 395,096 36,858 STI Classic Prime Quality Money Market Funds Registered Investment Company 6,322,369 6,529,492 6,529,492 * 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. 10 EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS Exhibit 23 Consent of Independent Accountants We hereby consent to the incorporation by reference in the Registration Statement on Form S-8 (No. 33-63732) of Crown Cork & Seal Company, Inc. of our report dated June 18, 1997 appearing on page 6 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 24, 1997 -----END PRIVACY-ENHANCED MESSAGE-----