-----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, lLwO22+w6oKMqk5+nuHUgGWm3ocydrKTubYvctqLlbIQF5KAChwmhCy1qcgY8TOH u6k/rJyJtnur6QhFVwneXg== 0000025890-95-000008.txt : 199507050000025890-95-000008.hdr.sgml : 19950705 ACCESSION NUMBER: 0000025890-95-000008 CONFORMED SUBMISSION TYPE: 11-K CONFIRMING COPY: PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19941231 FILED AS OF DATE: 19950703 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: 00000000 BUSINESS ADDRESS: STREET 1: 9300 ASHTON RD CITY: PHILADELPHIA STATE: PA ZIP: 19136 BUSINESS PHONE: 2156985100 11-K 1 CROWN 401(K) PLAN FOR CONSTAR SALARIED EMPLOYEES 1 THIS DOCUMENT IS A COPY OF THE FORM 11-K PREVIOUSLY FILED ON JUNE 30, 1995 PURSUANT TO A RULE 201 TEMPORARY HARDSHIP EXEMPTION 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, 1994 A. Full title of 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 2 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 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 duly authorized. Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees fo Constar International, Inc. Date: June 29, 1995 By: James T. Malec Member, Benefit Plan Committee 4 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Financial Statements December 31, 1994 5 Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Financial Statements 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, 1994 8 Schedule II - Reportable Transactions (Transaction or Series of Transactions) for the Year Ended December 31, 1994 in Excess of 5% of Plan Assets 9 Note: Other schedules required by ERISA are not applicable. 6 Report of Independent Accountants To the Savings Plan 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, 1994 and 1993, and the changes in net assets available for plan benefits for the year ended December 31, 1994, 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 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. 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 22, 1995 7 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 Company, Inc. $2,120,720 $460,852 $ 2,581,572* Sun Trust Retirement Reserve Fund 75,576 844 76,420 New England Mutual Life Insurance Group Annuity Policy #3597 $13,329,909 13,329,909* Windsor Fund $ 1,196,749 1,196,749* AIM Equity Funds, Inc. - Weingarten Fund 1,256,938 1,256,938* Investment Company of America 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.
8 Crown Cork & Seal Company, Inc. 410(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 Company, Inc. $ 2,699,347 $571,761 $ 3,271,108 Sun Trust Retirement Reserve Fund 52,800 3,888 56,688 New England Mutual Life Insurance Group Annuity Policy #3597 $14,373,149 14,373,149 Windsor Fund $1,004,662 1,004,662 AIM Equity Funds, Inc. - Weingarten Fund 975,259 975,259 Investment Company of America 986,167 986,167 Vanguard Fixed Income Securities Fund $805,147 805,147 Cash and cash equivalents 153,193 40,925 25,828 219,946 Loans to employees $921,618 921,618 Total investments 2,752,147 14,526,342 3,007,013 830,975 575,649 921,618 22,613,744 Accrued income receivable 137 168 85 68 2 460 Net assets available for plan benefits $2,752,284 $14,526,510 $3,007,098 $831,043 $575,651 $921,618 $22,614,204 * Reclassified for comparative purposes. The accompanying notes are an integral part of these financial statements.
9 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, 1994
Stock Fixed Diversified Government PAYSOP Loan Fund Fund Fund Fund Fund Fund Total Investment income: Dividends $ 93,802 $ 36,825 $ 130,627 Interest $ 1,980 $ 662,483 2,484 956 $ 198 $ 69,953 738,054 Gain (loss) on sales of investments (6,237) 405,017 3,913 5 402,698 Unrealized appreciation (depreciation) of investments (251,224) (340,005) ( 44,123) ( 55,874) (691,226) Income from investment activities (255,481) 662,483 161,298 ( 2,429) ( 55,671) 69,953 580,153 Contributions: Employee 294,390 790,060 355,259 65,642 1,505,351 Employer 111,571 291,359 113,666 21,004 537,600 Loan principal repayment 389,792 (389,792) Loan interest - allocated 69,953 ( 69,953) Loans issued (642,079) 642,079 Participant withdrawals (121,977) (2,694,066) (460,659) ( 67,698) ( 57,763) ( 76,438) ( 3,478,601) Net transfers (to) from other funds (580,599) 173,436 534,841 (127,163) (515) Administrative expenses (492) (1,052) ( 1,544) Increase (decrease) in net assets available for plan benefits (552,588) (960,114) 704,405 (110,644) (113,949) 175,849 ( 857,041) Net assets at beginning of year 2,752,284 14,526,510 3,007,098 831,043 575,651 921,618 22,614,204 Net asset at end of year $2,199,696 $13,566,396 $3,711,503 $720,399 $ 461,702 $1,097,467 $21,757,163 The accompanying notes are an integral part of these financial statements.
10 Crown Cork & Seal Company, Inc. 401(K) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Note to Financial Statements December 31, 1994 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 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 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 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 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. 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% 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. 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 and one-half 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. 11 Crown Cork & Seal Company, Inc. 401(K) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statments December 31, 1994 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 applied for a determination letter for the Plan from the Internal Revenue Service (IRS). The determination letter is subject to review by the IRS. The Committee anticipates receiving a favorable determination letter from the 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 solely in any one of the following funds, other than the PAYSOP 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. 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 contracts were 4.9% in 1994 and 6.6% in 1993. The Diversified Fund includes shares of the AIM Weingarten Fund, shares of the Investment Company of America 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. 12 Crown Cork & Seal Company, Inc. 401(K) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Notes to Financial Statements December 31, 1994 Additionally, the Plan includes the PAYSOP 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 PAYSOP fund. At that time, the Employer discontinued all contributions to the PAYSOP Fund. 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. 5. Loans to Participants At December 31, 1994 and 1993, 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 ranged from 7.0% to 9.5% through 1994. Interest rates during 1993 remained at 7.0% throughout the year. 6. Subsequent Event In the October meeting of the Crown Cork and Seal Board of Directors, the Board resolved to merge the assets of the CONSTAR International Inc. Stock Ownership Plan into the Crown Cork & Seal Company, Inc. 401(k) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc., effective December 31, 1994. To date the merger has not occurred; however, management has indicated that the asset merger will occur prior to December 31, 1995. 13 Crown Cork & Seal Company, Inc. 401(K) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Schedule of Assets Held for Investment at December 31, 1994 Description Number of Shares Cost Fair Value Crown Cork & Seal Company, Inc. common stock 68,386 $ 2,635,494 $ 2,581,572* New England Mutual Life Insurance Group Annuity Policy #3597 13,329,909 13,329,909* Vanguard/Windsor Fund 95,058 1,232,360 1,196,749* AIM Equity Funds, Inc. Weingarten Fund 82,638 1,399,833 1,256,938* Investment Company of America 69,428 1,240,207 1,226,799* Vanguard Fixed Income Securities Fund 70,873 733,097 686,762 Sun Trust Retirement Reserve Fund 76,420 76,420 76,420 Cash and cash equivalents 153,500 153,500 Participant Loan Fund (at 7.0%-9.5% interest rates) 1,097,467 1,097,467* Total Investments at December 31, 1994 $21,898,287 $21,606,116 [FN] * Comprises more than 5% of the fair value of Plan assets at December 31, 1994. 14 Crown Cork & Seal Company, Inc. 401(K) Retirement Savings Plan for Salaried Employees of CONSTAR International, Inc. Reportable Transactions (Transaction or Series of Transactions) For the Year Ended December 31, 1994 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 Sun Trust Retirement Reserve Fund 73 46 $ 629,782 $ 610,050 $ 610,050 New England Mutual Life Insurance Group Annuity Policy #3597 28 7 1,854,396 2,649,767 2,649,767 Short-term Investment Co. B shares 55 21 913,282 1,120,889 1,120,889 STI Classic Prime Quality Money Market Funds 148 116 3,405,257 3,191,905 3,191,905
EX-23 2 CONSENT OF INDEPENDENT ACCOUNTANTS 15 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 22, 1995 appearing on page 6 of this Form 11-K. PRICE WATERHOUSE LLP Philadelphia, Pennsylvania June 27, 1995 -----END PRIVACY-ENHANCED MESSAGE-----