SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): March 31, 2000
American National Can Group, Inc.
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(Exact Name of Registrant as Specified in Charter)
Delaware 005-57895 364287015
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(State of Incorporation) (Commission (IRS Employer
File Number) Identification No.)
8770 W. Bryn Mawr Avenue, Chicago, IL 60631
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(Address of Principal Executive Offices) (Zip Code)
(773) 399-3000
Registrant's telephone number, including area code:
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ITEM 5. OTHER EVENTS
On March 31, 2000, American National Can, Inc., a Delaware corporation
(the "Company"), entered into an Agreement and Plan of Merger (the "Merger
Agreement") with Rexam PLC, an English public limited company ("Rexam") and
Rexam Acquisition Subsidiary Inc., a Delaware corporation and a wholly owned
indirect subsidiary of Rexam (the "Purchaser").
A copy of the Merger Agreement is attached hereto as Exhibit 10.1 and is
incorporated herein by reference. On April 3, 2000, Rexam and the Company issued
a joint press release announcing the execution of the Merger Agreement. The
press release is attached hereto as Exhibit 99.1 and incorporated herein by
reference.
Pursuant to the Merger Agreement, on April 10, 2000, the Purchaser
commenced a tender offer (the "Offer") for all of the outstanding shares of
Common Stock, par value $0.01 per share, of the Company (the "Shares"), at a
purchase price of $18.00 per Share, net to the seller in cash (the "Offer
Price"), upon the terms and subject to the conditions set forth in the
Purchaser's Offer to Purchase, dated April 10, 2000, and in the related Letter
of Transmittal (which, together with any amendments or supplements thereto,
collectively constitute the "Offer").
The Merger Agreement provides that, subject to the satisfaction or waiver
of certain conditions, following completion of the Offer, and in accordance with
the General Corporation Law of the State of Delaware (the "DGCL"), the Purchaser
will be merged with and into the Company (the "Merger"), and at the effective
time of the Merger (the "Effective Time") each Share outstanding (other than
Shares owned by Rexam, the Purchaser, any of their respective subsidiaries, the
Company or any of its subsidiaries, and Shares held by stockholders, if any, who
did not vote in favor of the Merger Agreement and who comply with all of the
relevant provisions of Section 262 of the DGCL relating to dissenters' rights of
appraisal) will be converted into the right to receive $18.00 in cash or any
greater amount per Share paid pursuant to the Offer.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(c) Exhibits. The following exhibits are filed as part of this report:
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10.1 Agreement and Plan of Merger, dated as of March 31, 2000,
among Rexam PLC, Rexam Acquisition Subsidiary Inc. and
American National Can Group, Inc. (incorporated by reference
to Exhibit (d)(1) to the Schedule TO of Rexam PLC, filed with
the Securities and Exchange Commission on April 10, 2000)
99.1 Press Release of Rexam PLC and American National Can Group,
Inc,, dated April 3, 2000 (incorporated by reference to
Exhibit (a)(1)(G) to the Schedule TO of Rexam PLC, filed with
the Securities and Exchange Commission on April 10, 2000).
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned hereunto duly authorized.
Dated: April 11, 2000
AMERICAN NATIONAL CAN GROUP, INC.
By: /s/ William A. Francois
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Name: William A. Francois
Title: Senior Vice President, General
Counsel and Secretary
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EXHIBIT INDEX
Exhibit
Number Description
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Exhibit 10.1 Agreement and Plan of Merger, dated as of March 31, 2000,
among Rexam PLC, Rexam Acquisition Subsidiary Inc. and
American National Can Group, Inc. (incorporated by reference
to Exhibit (d)(1) to the Schedule TO of Rexam PLC, filed with
the Securities and Exchange Commission on April 10, 2000)
Exhibit 99.1 Press Release of Rexam PLC and American National Can
Group, Inc,, dated April 3, 2000 (incorporated by reference to
Exhibit (a)(1)(G) to the Schedule TO of Rexam PLC, filed with
the Securities and Exchange Commission on April 10, 2000).
