<PAGE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE TO/A
TENDER OFFER STATEMENT UNDER SECTION 14(D)(1)
OR SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 8
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AMERICAN NATIONAL CAN GROUP, INC.
(NAME OF SUBJECT COMPANY (ISSUER))
REXAM ACQUISITION SUBSIDIARY INC.
REXAM PLC
(NAMES OF FILING PERSONS (OFFERORS))
------------------------------
COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
--------------------------
027714104
(Cusip Number of Class of Securities)
FRANK C. BROWN, ESQ.
REXAM ACQUISITION SUBSIDIARY INC.
4201 CONGRESS STREET, SUITE 340
CHARLOTTE, NC 28209
Telephone: (704) 551-1520
(Name, address and telephone number of
person authorized to receive notices
and communications on behalf of filing persons)
COPIES TO:
Robert I. Townsend, III, Esq.
Faiza J. Saeed, Esq.
Cravath, Swaine & Moore
825 Eighth Avenue
New York, New York 10019-7475
Telephone: (212) 474-1000
CALCULATION OF FILING FEE
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TRANSACTION VALUATION* AMOUNT OF FILING FEE**
<S> <C>
$990,911,448 $198,182.29
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* For purposes of calculating the filing fee only. Based on the offer to
purchase all outstanding shares of common stock of American National Can
Group, Inc. at the tender offer price of $18 per share, 55,000,000 shares
outstanding and 50,636 shares as to which rights have vested, in each case
as of May 1, 2000.
** The amount of the filing fee, calculated in accordance with Rule 0-11 of the
Securities Exchange Act of 1934, as amended, equals 1/50 of 1% of the
transaction valuation.
/X/ CHECK THE BOX IF ANY PART OF THE FEE IS OFFSET AS PROVIDED BY
RULE 0-11(A)(2) AND IDENTIFY THE FILING WITH WHICH THE OFFSETTING FEE WAS
PREVIOUSLY PAID. IDENTIFY THE PREVIOUS FILING BY REGISTRATION STATEMENT NUMBER
OR THE FORM OR SCHEDULE AND THE DATE OF ITS FILING.
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Amount Previously Paid:...................... $198,182.29
Form or Registration No.:.................... Schedule TO; Schedule TO/A
Filing Party:................................ Rexam PLC and Rexam Acquisition Subsidiary Inc.
Date Filed:.................................. April 10, 2000; May 1, 2000.
</TABLE>
/ / CHECK THE BOX IF THE FILING RELATES TO PRELIMINARY COMMUNICATIONS MADE
BEFORE THE COMMENCEMENT OF A TENDER OFFER.
Check the appropriate boxes below to designate any transactions to which the
statement relates:
/X/ THIRD-PARTY TENDER OFFER SUBJECT TO RULE 14D-1.
/ / ISSUER TENDER OFFER SUBJECT TO RULE 13E-4.
/ / GOING-PRIVATE TRANSACTION SUBJECT TO RULE 13E-3.
/ / AMENDMENT TO SCHEDULE 13D UNDER RULE 13D-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: / /
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This Amendment No. 8 amends and supplements the Tender Offer Statement on
Schedule TO (as amended, the "Schedule TO") filed with the Securities and
Exchange Commission on April 10, 2000, as amended by Amendment No. 1 filed
May 1, 2000, Amendment No. 2 filed May 5, 2000, Amendment No. 3 filed May 11,
2000, Amendment No. 4 filed May 18, 2000, Amendment No. 5 filed June 2, 2000,
Amendment No. 6 filed June 30, 2000 and Amendment No. 7 filed July 17, 2000
by Rexam Acquisition Subsidiary Inc., a Delaware corporation (the
"Purchaser") and a wholly owned indirect subsidiary of Rexam PLC, a public
limited company organized under the laws of England and Wales ("Parent"). The
Schedule TO relates to the offer (the "Offer") by Purchaser to purchase all
the outstanding shares of common stock, par value $.01 per share (the
"Shares"), of American National Can Group, Inc., a Delaware corporation (the
"Company"), at a purchase price of $18 per Share, net to the seller in cash,
without interest thereon, upon the terms and subject to the conditions set
forth in the Offer to Purchase dated April 10, 2000, and in the related
Letter of Transmittal.
ITEM 11. ADDITIONAL INFORMATION.
Item 11 is hereby amended and supplemented by the following:
On July 19, 2000, Parent and the Purchaser announced the EU Commission
approved the acquisition of American National Can Group, Inc. and
issued a press release, a copy of which is attached hereto as
Exhibit (a)(1)(P) and is incorporated herein by reference.
ITEM 12. EXHIBITS.
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*(a)(1)(A) Offer to Purchase dated April 10, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Joint Press Release issued by Parent and the Company on
April 3, 2000.
*(a)(1)(H) Summary Advertisement published April 10, 2000.
*(a)(1)(I) Press Release issued by Parent on May 5, 2000.
*(a)(1)(J) Press Release issued by Parent on May 10, 2000.
*(a)(1)(K) Press Release issued by Parent on May 17, 2000.
*(a)(1)(L) Press Release issued by Parent on June 2, 2000.
*(a)(1)(M) Press Release issued by Parent on June 29, 2000.
*(a)(1)(N) Press Release issued by Parent on June 30, 2000.
*(a)(1)(O) Press Release issued by Parent on July 17, 2000.
(a)(1)(P) Press Release issued by Parent on July 19, 2000.
*(b) Credit Agreement dated as of April 3, 2000, between Parent,
as borrower, and the Arrangers, Agent and banks named
therein.
*(d)(1) Agreement and Plan of Merger dated as of March 31, 2000,
among Parent, Purchaser and the Company.
*(d)(2) Stockholders Agreement dated as of March 31, 2000, between
Parent and Pechiney.
*(d)(3) Confidentiality Agreement dated March 10, 2000, between
Parent and the Company.
*(d)(4) First Amendment to Agreement dated as of March 31, 2000,
between the Company, American National Can Company and Allan
Bohner (incorporated by reference to Exhibit (e)(4) to
Schedule 14D-9 of the Company filed on April 10, 2000).
*(d)(5) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Curtis J. Clawson
(incorporated by reference to Exhibit (e)(5) to Schedule
14D-9 of the Company filed on April 10, 2000).
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2
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*(d)(6) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Edward A. Lapekas
(incorporated by reference to Exhibit (e)(6) to Schedule
14D-9 of the Company filed on April 10, 2000).
*(d)(7) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Michael D.
Herdman (incorporated by reference to Exhibit (e)(7) of the
Company filed on April 10, 2000).
*(d)(8) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Dennis R.
Bankowski (incorporated by reference to Exhibit (e)(8) to
Schedule 14D-9 of the Company filed on April 10, 2000).
*(d)(9) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Alan A.
Schumacher (incorporated by reference to Exhibit (e)(9) to
Schedule 14D-9 of the Company filed on April 10, 2000).
*(d)(10) First Amendment to Agreement dated as of March 31, 2000
between the Company, American National Can Company and
William H. Francois (incorporated by reference to Exhibit
(e)(10) to Schedule 14D-9 of the Company filed on April 10,
2000).
(g) Not applicable.
(h) Not applicable.
</TABLE>
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* Previously filed.
3
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SIGNATURES
After due inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and correct.
REXAM ACQUISITION SUBSIDIARY INC.
By: /s/ FRANK C. BROWN
----------------------------------------
Name: Frank C. Brown
Title: President
REXAM PLC
By: /s/ DAVID GIBSON
----------------------------------------
Name: David Gibson
Title: Company Secretary
Dated: July 20, 2000
4
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INDEX TO EXHIBITS
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<CAPTION>
EXHIBIT NUMBER DOCUMENT
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<S> <C>
*(a)(1)(A) Offer to Purchase dated April 10, 2000.
*(a)(1)(B) Letter of Transmittal.
*(a)(1)(C) Notice of Guaranteed Delivery.
*(a)(1)(D) Letter to Brokers, Dealers, Banks, Trust Companies and Other
Nominees.
*(a)(1)(E) Letter to Clients for use by Brokers, Dealers, Banks, Trust
Companies and Other Nominees.
*(a)(1)(F) Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9.
*(a)(1)(G) Joint Press Release issued by Parent and the Company on
April 3, 2000.
*(a)(1)(H) Summary Advertisement published April 10, 2000.
*(a)(1)(I) Press Release issued by Parent on May 5, 2000.
*(a)(1)(J) Press Release issued by Parent on May 10, 2000.
*(a)(1)(K) Press Release issued by Parent on May 17, 2000.
*(a)(1)(L) Press Release issued by Parent on June 2, 2000.
*(a)(1)(M) Press Release issued by Parent on June 29, 2000.
*(a)(1)(N) Press Release issued by Parent on June 30, 2000.
*(a)(1)(O) Press Release issued by Parent on July 17, 2000.
(a)(1)(P) Press Release issued by Parent on July 19, 2000.
*(b) Credit Agreement dated as of April 3, 2000, between Parent,
as borrower, and the Arrangers, Agent and banks named
therein.
*(d)(1) Agreement and Plan of Merger dated as of March 31, 2000,
among Parent, Purchaser and the Company.
*(d)(2) Stockholders Agreement dated as of March 31, 2000, between
Parent and Pechiney.
*(d)(3) Confidentiality Agreement dated March 10, 2000, between
Parent and the Company.
*(d)(4) First Amendment to Agreement dated as of March 31, 2000,
between the Company, American National Can Company and Allan
Bohner (incorporated by reference to Exhibit (e)(4) to
Schedule 14D-9 of the Company filed on April 10, 2000).
*(d)(5) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Curtis J. Clawson
(incorporated by reference to Exhibit (e)(5) to Schedule
14D-9 of the Company filed on April 10, 2000).
*(d)(6) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Edward A. Lapekas
(incorporated by reference to Exhibit (e)(6) to Schedule
14D-9 of the Company filed on April 10, 2000).
*(d)(7) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Michael D.
Herdman (incorporated by reference to Exhibit (e)(7) of the
Company filed on April 10, 2000).
*(d)(8) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Dennis R.
Bankowski (incorporated by reference to Exhibit (e)(8) to
Schedule 14D-9 of the Company filed on April 10, 2000).
*(d)(9) Second Amendment to Amended and Restated Executive
Employment Agreement dated as of March 31, 2000, between the
Company, American National Can Company and Alan A.
Schumacher (incorporated by reference to Exhibit (e)(9) to
Schedule 14D-9 of the Company filed on April 10, 2000).
*(d)(10) First Amendment to Agreement dated as of March 31, 2000
between the Company, American National Can Company, and
William H. Francois (incorporated by reference to Exhibit
(e)(10) to Schedule 14D-9 of the Company filed on April 10,
2000).
(g) Not applicable.
(h) Not applicable.
</TABLE>
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* Previously filed.
5
