<PAGE> 1
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 29, 1999
REGISTRATION NO. 333-76699
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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Post-Effective Amendment No. 2 to
Form S-1
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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AMERICAN NATIONAL CAN GROUP, INC.
(Exact name of Registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 3411 36-4287015
(State or Other Jurisdiction (Primary Industrial (I.R.S. Employer
of Classification Code Number) Identification No.)
Incorporation or Organization)
</TABLE>
ALAN H. SCHUMACHER
AMERICAN NATIONAL CAN GROUP, INC.
8770 W. BRYN MAWR AVENUE
CHICAGO, ILLINOIS 60631
TELEPHONE (773) 399-3000
(Address and telephone number of Registrant's principal executive offices)
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COPIES TO:
<TABLE>
<S> <C>
ROBERT C. TREUHOLD, ESQ. JOHN D. BRINITZER, ESQ.
SHEARMAN & STERLING CLEARY, GOTTLIEB, STEEN & HAMILTON
114, AVENUE DES CHAMPS-ELYSEES ONE LIBERTY PLAZA
75008 PARIS, FRANCE NEW YORK, NEW YORK 10006
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable on or after the effective date of this Registration
Statement.
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If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, please check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
- ---------
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier registration statement for the same
offering. [ ]
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If delivery of the Prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
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TITLE OF EACH CLASS AMOUNT TO BE OFFERING PRICE AMOUNT OF
OF SECURITIES TO BE REGISTERED REGISTERED(1) PER SECURITY OFFERING PRICE(2) REGISTRATION FEE
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Common stock, nominal value $0.01
per share........................ 30,000,000 $17.00 $510,000,000 $141,780(3)
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</TABLE>
(1) Previously paid.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 13. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
An itemized statement of the estimated amount of all expenses in connection
with the distribution of the Securities registered hereby is as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission Registration Fee......... $ 141,780
New York Stock Exchange Listing Fee......................... 172,000
National Association of Securities Dealers, Inc. Filing
Fee....................................................... 30,500
Transfer Agent and Registration Fee......................... 5,000
Printing Expenses........................................... 250,000
Legal Fees and Expenses..................................... 1,000,000*
Accounting Fees and Expenses................................ 2,500,000*
Miscellaneous............................................... 25,000
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Total....................................................... $4,124,280
==========
</TABLE>
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* To be paid by the selling stockholder.
ITEM 14. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law ("DGCL") provides that
a corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by the person in
connection with such action, suit or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful. Section 145 further provides that a corporation similarly may
indemnify any such person serving in any such capacity who was or is a party or
is threatened to be made a party to any threatened, pending or completed action
or suit by or in the right of the corporation to procure a judgement in its
favor, against expenses (including attorneys' fees) actually and reasonably
incurred in connection with the defense or settlement of such action or suit if
the person acted in good faith and in a manner the person reasonably believed to
be in or not opposed to the best interests of the corporation and except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or such other
court in which such action or suit was brought shall determine upon application
that, despite the adjudication of liability but in view of all the circumstances
of the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Section 102(b)(7) of the DGCL permits a corporation to include in its
certificate of incorporation a provision eliminating or limiting the personal
liability of a director to the corporation or its stockholders for monetary
damages for breach of fiduciary duty as a director, provided that such provision
shall not eliminate or limit the liability of a director (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii) for
acts or omission not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the DGCL (relating to
liability for unlawful payment of dividends and unlawful stock purchase and
redemption) or (iv) for any transaction from which the director derived an
improper personal benefit.
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The Company's Certificate of Incorporation provides that the Company's
directors shall not be liable to the Company or its stockholders for monetary
damages for breach of fiduciary duty as a director to the fullest extent
permitted by the DGCL as it existed on the date of, or is or has been amended
from time to time after, the filing of the Certificate of Incorporation. The
Certificate of Incorporation and the Company's By-Laws further provide that the
Company shall indemnify its directors and officers to the fullest extent
permitted by the DGCL.
ITEM 15. RECENT SALES OF UNREGISTERED SECURITIES.
In connection with the formation of the Company and the reorganization of
Pechiney's packaging operations, American National Can Group, Inc. will issue
shares to Pechiney. The consideration for this issuance will be the transfer to
the Company by Pechiney of all its beverage can operations.
In the foregoing transaction, the securities will be offered and sold
pursuant to section 4(2) of the Securities Act of 1933, as amended. No
underwriting discounts or commissions will be paid in connection with such
transaction.
ITEM 16. EXHIBITS AND FINANCIAL DATA SCHEDULE.
(a) EXHIBITS
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1 Form of Underwriting Agreement+
3.1 Certificate of Incorporation of the Registrant+
3.2 By-Laws of the Registrant+
4.1 Form of Registration Rights Agreement+
4.2 Specimen of stock certificate for the common stock of the
Company+
5.1 Amended opinion of Shearman & Sterling as to the legality of
the securities being offered+
8.1 Amended opinion of Shearman & Sterling with respect to
certain U.S. federal income tax matters+
8.2 Opinions of PricewaterhouseCoopers LLP+
8.3 Opinion of Kronish, Lieb, Weiner & Hellman LLP+
10.1 Aluminum Purchase/Sales Supply Agreement between American
National Can Company and Alcan Rolled Products Company
(confidential treatment of certain portions requested.
Confidential material has been separately filed with the
Securities and Exchange Commission under an application for
confidential treatment)+
10.2 Aluminum Purchase Agreement between American National Can
Company and Aluminum Company of America (confidential
treatment of certain portions requested. Confidential
material has been separately filed with the Securities and
Exchange Commission under an application for confidential
treatment)+
10.3 Can Supply Agreement between American National Can Company
and Coca-Cola Enterprises Inc. (confidential treatment of
certain portions requested. Confidential material has been
separately filed with the Securities and Exchange Commission
under an application for confidential treatment)+
10.4 Form of Shared Services Agreement with Pechiney Plastic
Packaging, Inc.+
10.5 Form of Reciprocal Corporate Services Agreement with
Pechiney Plastic Packaging, Inc.+
10.6 Form of Master Netting and Amendment Agreement+
10.7 Form of Contribution, Assignment and Assumption Agreement+
10.8 Form of Beer Bottle Technology Agreement+
10.9 Form of ANC Technology Option Agreement+
10.10 Form of Director Nomination Agreement+
10.11 Form of Stock Purchase Agreement+
10.12 Form of Pechiney Guarantee+
10.13 Form of FEEP Contribution Agreement+
10.14 Form of Foreign Subsidiary Stock Transfer Agreements+
10.15 Form of Indemnification Agreement+
10.16 American National Can Group 1999 Long-Term Incentive Plan+
10.17 American National Can Group Annual Incentive Plan+
</TABLE>
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<TABLE>
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10.18 American National Can Group Directors Stock Plan+
10.19 American National Can Group Stock Compensation Conversion Plan+
10.20 Employment Agreement dated January 1, 1996 between American National Can Company and Jean-Pierre Rodier+
10.21 Employment Agreement dated May 28, 1999 between American National Can Company and Edward A Lapekas+
10.22 Employment Agreement dated May 28, 1999 between American National Can Company and Michael D. Herdman+
10.23 Employment Agreement dated May 28, 1999 between American National Can Company and Alan H. Schumacher+
10.24 Employment Agreement dated May 28, 1999 between American National Can Company and Dennis R. Bankowski+
10.25 Pechiney 1998 Stock Option Plan -- Summary of Plan Terms+
10.26 Term sheet regarding $1.3 billion credit facility+
10.27 Translation of Pension Agreement+
10.28 Limited License of Pechiney name+
10.29 Netting Agreement+
10.30 Sublease to Pechiney Plastic Packaging, Inc.+
10.31 Pension Benefits Agreement with Pechiney Plastic Packaging, Inc.+
21 Subsidiaries of the Registrant+
23.1 Consent of Shearman & Sterling (included in Exhibit 5.1)+
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Coca Cola Enterprises+
23.4 Revised consent of Can Manufacturers' Institute+
23.5 Consent of Beverage Can Makers Europe+
23.6 Revised consent of Beverage Marketing Corporation+
23.7 Consent of Container Consulting+
23.8 Consent of Canadean+
23.9 Consent of Kronish, Lieb, Weiner & Hellman LLP+
23.10 Consent of PricewaterhouseCoopers LLP relating to Exhibit 8.2+
23.11 Consent of Kronish, Lieb, Weiner & Hellman LLP relating to Exhibit 8.3+
24 Powers of Attorney (included on page II-4 of the original filing)+
27 Financial Data Schedule+
</TABLE>
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+ Previously filed.
ITEM 17. UNDERTAKINGS.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described under "Item 14, Indemnification
of Directors and Officers" above, or otherwise, the Registrant has been advised
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
The undersigned Registrant hereby undertakes that:
(1) For purposes of determining any liability under the Securities Act of
1933, the information omitted from the form of prospectus filed as
part of this registration statement in reliance upon Rule 430A and
contained in a form of prospectus filed by the Registrant pursuant to
Rule 424(b)(1) or (4) or
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<PAGE> 5
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(2) For the purpose of determining any liability under the Securities Act
of 1933, each post-effective amendment that contains a form of
prospectus shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide
offering thereof.
(3) It will provide to the underwriter at the closing specified in the
underwriting agreement, certificates in such denominations and
registered in such names as required by the underwriter to permit
prompt delivery to each purchaser.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this post-effective Amendment No. 2 to the
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in Chicago, Illinois on July 29, 1999.
AMERICAN NATIONAL CAN GROUP, INC.
*
By:
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Jean-Pierre Rodier
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this registration statement has been signed by the following persons in the
capacities and on the dates indicated.
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<CAPTION>
SIGNATURE TITLE DATE
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<S> <C> <C>
* Chairman of the Board and July 29, 1999
- --------------------------------------------- Chief Executive Officer
Jean-Pierre Rodier
/s/ EDWARD A. LAPEKAS President and Chief Operating Officer July 29, 1999
- ---------------------------------------------
Edward A. Lapekas
* Senior Vice President and July 29, 1999
- --------------------------------------------- Chief Financial Officer
Alan H. Schumacher
* Vice President, Controller and July 29, 1999
- --------------------------------------------- Chief Accounting Officer
John G. LaBahn
* Director July 29, 1999
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Christel Bories
* Director July 29, 1999
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Frank W. Considine
* Director July 29, 1999
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Ronald J. Gidwitz
* Director July 29, 1999
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George D. Kennedy
* Director July 29, 1999
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Homer J. Livingston, Jr.
* Director July 29, 1999
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Roland H. Meyer, Jr.
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SIGNATURE TITLE DATE
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<S> <C> <C>
Director July 29, 1999
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James J. O'Connor
Director July 29, 1999
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Alain Pasquier
* Director July 29, 1999
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Jean-Dominique Senard
* Director July 29, 1999
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James R. Thompson
* Director July 29, 1999
- ---------------------------------------------
Jack H. Turner
</TABLE>
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* -- Signed by Edward A. Lapekas as Attorney-in-Fact.
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<PAGE> 8
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBITS PAGE NUMBER
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<C> <S> <C>
1 Form of Underwriting Agreement+.............................
3.1 Certificate of Incorporation of the Registrant+.............
3.2 By-Laws of the Registrant+..................................
4.1 Form of Registration Rights Agreement+......................
4.2 Specimen of stock certificate for the common stock of the
Company+....................................................
5.1 Amended opinion of Shearman & Sterling as to the legality of
the securities being offered+...............................
8.1 Amended opinion of Shearman & Sterling with respect to
certain U.S. federal income tax matters+....................
8.2 Opinions of PricewaterhouseCoopers LLP+.....................
8.3 Opinion of Kronish, Lieb, Weiner & Hellman LLP+.............
10.1 Aluminum Purchase/Sales Supply Agreement between American
National Can Company and Alcan Rolled Products Company
(confidential treatment of certain portions requested.
Confidential material has been separately filed with the
Securities and Exchange Commission under an application for
confidential treatment)+....................................
10.2 Aluminum Purchase Agreement between American National Can
Company and Aluminum Company of America (confidential
treatment of certain portions requested. Confidential
material has been separately filed with the Securities and
Exchange Commission under an application for confidential
treatment)+.................................................
10.3 Can Supply Agreement between American National Can Company
and Coca-Cola Enterprises Inc. (confidential treatment of
certain portions requested. Confidential material has been
separately filed with the Securities and Exchange Commission
under an application for confidential treatment)+...........
10.4 Form of Shared Services Agreement with Pechiney Plastic
Packaging, Inc.+............................................
10.5 Form of Reciprocal Corporate Services Agreement with
Pechiney Plastic Packaging, Inc.+...........................
10.6 Form of Master Netting and Amendment Agreement+.............
10.7 Form of Contribution, Assignment and Assumption
Agreement+..................................................
10.8 Form of Beer Bottle Technology Agreement+...................
10.9 Form of ANC Technology Option Agreement+....................
10.10 Form of Director Nomination Agreement+......................
10.11 Form of Stock Purchase Agreement+...........................
10.12 Form of Pechiney Guarantee+.................................
10.13 Form of FEEP Contribution Agreement+........................
10.14 Form of Foreign Subsidiary Stock Transfer Agreements+.......
10.15 Form of Indemnification Agreement+..........................
10.16 American National Can Group 1999 Long-Term Incentive
Plan+.......................................................
10.17 American National Can Group Annual Incentive Plan+..........
10.18 American National Can Group Directors Stock Plan+...........
10.19 American National Can Group Stock Compensation Conversion
Plan+.......................................................
10.20 Employment Agreement dated January 1, 1996 between American
National Can Company and Jean-Pierre Rodier+................
10.21 Employment Agreement dated May 28, 1999 between American
National Can Company and Edward A Lapekas+..................
10.22 Employment Agreement dated May 28, 1999 between American
National Can Company and Michael D. Herdman+................
10.23 Employment Agreement dated May 28, 1999 between American
National Can Company and Alan H. Schumacher+................
</TABLE>
II-7
<PAGE> 9
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBITS PAGE NUMBER
- -------- -----------
<C> <S> <C>
10.24 Employment Agreement dated May 28, 1999 between American
National Can Company and Dennis R. Bankowski+...............
10.25 Pechiney 1998 Stock Option Plan -- Summary of Plan Terms+...
10.26 Term sheet regarding $1.3 billion credit facility+..........
10.27 Translation of Pension Agreement+...........................
10.28 Limited License of Pechiney name+...........................
10.29 Netting Agreement+..........................................
10.30 Sublease to Pechiney Plastic Packaging, Inc.+...............
10.31 Pension Benefits Agreement with Pechiney Plastic Packaging,
Inc.+.......................................................
21 Subsidiaries of the Registrant+.............................
23.1 Consent of Shearman & Sterling (included in Exhibit 5.1)+...
23.2 Consent of PricewaterhouseCoopers LLP.......................
23.3 Consent of Coca Cola Enterprises+...........................
23.4 Revised consent of Can Manufacturers' Institute+............
23.5 Consent of Beverage Can Makers Europe+......................
23.6 Revised consent of Beverage Marketing Corporation+..........
23.7 Consent of Container Consulting+............................
23.8 Consent of Canadean+........................................
23.9 Consent of Kronish, Lieb, Weiner & Hellman LLB+.............
23.10 Consent of PricewaterhouseCoopers LLP relating to Exhibit
8.2+........................................................
23.11 Consent of Kronish, Lieb, Weiner & Hellman LLP relating to
Exhibit 8.3+................................................
24 Powers of Attorney (included on page II-4 of the original
filing)+....................................................
27 Financial Data Schedule+....................................
</TABLE>
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+ Previously filed.
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<PAGE> 1
Consent of Independent Accountants
We hereby consent to the use in the Prospectus constituting part of this
Registration Statement on Form S-1 of our report dated April 19, 1999, related
to the combined financial statements of American National Can Group, Inc., which
appears in the Prospectus. We also consent to the references to us under the
headings "Experts" and "Summary Selected Combined Financial Information" in such
Prospectus. However, it should be noted that PricewaterhouseCoopers LLP has not
prepared or certified such "Summary Selected Combined Financial Information."
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
July 28, 1999
