AMERICAN NATIONAL CAN GROUP INC
15-12B, 2000-07-25
METAL CANS
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                   SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, D.C. 20549

                                FORM 15

CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF
THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER
SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

                                   Commission File Number 1-15163

                        American National Can Group, Inc.
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             (Exact name of registrant as specified in its charter)
                            8770 W. Bryn Mawr Avenue
                                Chicago, IL 60631
                                 (773) 399-3000
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    (Address, including zip code, and telephone number, including area code,
                  of registrant's principal executive offices)

                          Common Stock, $0.01 Par Value
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            (Title of each class of securities covered by this Form)

                                      None
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  (Titles of all other classes of securities for which a duty to file reports
                     under section 13(a) or 15(d) remains)

Please place an X in the box(es) to designate the appropriate rule provision(s)
relied upon to terminate or suspend the duty to file reports:

            Rule 12g-4(a)(1)(i)  [X]         Rule 12h-3(b)(1)(i)  [X]
            Rule 12h-3(b)(1)(ii) [ ]         Rule 12g-4(a)(2)(i)  [ ]
            Rule 12g-4(a)(1)(ii) [ ]         Rule 12h-3(b)(2)(ii) [ ]
            Rule 12h-3(b)(2)(i)  [ ]         Rule 12g-4(a)(2)(ii) [ ]
                                             Rule 15d-6           [ ]

Approximate number of holders of record as of the certification or notice date:
ONE (1)

Pursuant to the requirements of the Securities Exchange Act of 1934, American
National Can Group, Inc. has caused this certification/notice to be signed on
its behalf by the undersigned duly authorized person.


Date: JULY 25, 2000              By: /s/ WILLIAM FRANCOIS
       --------------                -------------------------------------------
                                     Name: William Francois
                                     Title: Senior Vice President and General
                                            Counsel

Instruction: This form is required by Rules 12g-4, 12h-3 and 15d-6 of the
General Rules and Regulations under the Securities Exchange Act of 1934. The
registrant shall file with the Commission three copies of Form 15, one of which
shall be manually signed. It may be signed by an officer of the registrant, by
counsel or by any other duly authorized person. The name and title of the person
signing the form shall be typed or printed under the signature.


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