<PAGE> 1
U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
(Amendment No. 1)
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the fiscal year ended December 31, 1999.
[ ] Transition Report under Section 13 or 15(d) of the Securities Exchange
Act of 1934.
Commission File No.: 1-15163
AMERICAN NATIONAL CAN GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-4287015
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(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
8770 W. Bryn Mawr Avenue, Chicago, Illinois 60631
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (773) 399-3000
--------------
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
------------------- -----------------------------------------
common stock, par value $0.01 New York Stock Exchange
per share
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in the definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
registrant at February 29, 2000 was approximately $299,344,620, based on
29,934,462 shares of common stock held by non-affiliates and the closing sale
price on the New York Stock Exchange Composite Transactions Tape for the common
stock on February 29, 2000.
Indicate the number of shares outstanding of each of the registrant's classes of
common stock, as of the latest practicable date.
CLASS OUTSTANDING AT FEBRUARY 29, 2000
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Common stock, $0.01 par value 55,000,000
The registrant hereby amends its Form 10-K for the fiscal year ended December
31, 1999 to add the information required by Part III and to add Exhibit Nos.
10.41 through 10.54.
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INTRODUCTION TO FORM 10-K/A
On March 31, 2000, American National Can Group, Inc. ("the Company")
entered into an Agreement and Plan of Merger (the "Merger Agreement") with Rexam
PLC ("Rexam") and Rexam Acquisition Subsidiary Inc. (the "Purchaser"), a
Delaware corporation and a wholly owned indirect subsidiary of Rexam. The Merger
Agreement provides for the acquisition of the Company by Rexam pursuant to a
cash tender offer (the "Offer") by the Purchaser and a subsequent merger (the
"Merger") of the Purchaser into the Company.
Simultaneously with the execution of the Merger Agreement, Rexam and
Pechiney, the owner of 45.5% of the outstanding shares of common stock of the
Company, entered into a Stockholders Agreement. In the Stockholders Agreement,
Pechiney has agreed, among other things, to tender all of its shares of Company
stock pursuant to the Offer.
Because of the acquisition development with Rexam, the Company will not
be filing a proxy statement containing the information called for by Part III of
Form 10-K prior to the end of 120 days after December 31, 1999. Consequently,
the Company is amending its Form 10-K to add the information required by Part
III and to add additional exhibits.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.
BOARD OF DIRECTORS
The Board of Directors is divided into three staggered classes. At each
annual meeting of stockholders, a class of directors will be elected for a
three-year term to succeed the directors of the same class whose terms are then
expiring. Each of the current directors has been a director of the Company since
its initial public offering on August 2, 1999 (the "Initial Public Offering").
CLASS I DIRECTORS TERMS EXPIRING IN 2000
CHRISTEL BORIES*, 35. Mrs. Bories has been Senior Executive Vice
President and Chief Operating Officer, Plastic Packaging of Pechiney since
January 1999 and also served in a similar position at American National Can
Company until July 28, 1999. From April 1995 through December 1998, she was
Senior Executive Vice President, Strategy and Control of Pechiney. From 1993
until March 1995, she was employed at Union Miniere, a non-ferrous metal
producer based in Belgium, as Director Strategy and Control and member of the
Direction Committee. Prior to that time, she was a consultant with Corporate
Value Associates.
ALAIN PASQUIER*, 51. Mr. Pasquier has held various senior corporate
management positions within Pechiney's finance department since 1993, and was
Senior Vice President Corporate Finance of Pechiney from 1997 to 1999. He
currently serves as Senior Vice President--International and Government Affairs
of Pechiney. He is also a director of Impress Metal Packaging Holdings B.V. and
Paribas Capital Markets Ltd.
ROLAND H. MEYER, JR., 72. Mr. Meyer served as President and Chief
Operating Officer of American National Can Company from 1989, and Chief
Operating Officer from 1988, until his retirement in 1992. Mr. Meyer joined
American National Can Company in 1972 and from that time held various management
positions in the Company's Metal Container Division including
Manager--Manufacturing, Vice President--Operations, and Vice
Chairman--Operations. Mr. Meyer is also a director of Uniroyal Technology
Corporation and Vice Chairman of First Commercial Bank of Tampa.
JACK H. TURNER, 65. Mr. Turner served as President and Chief Operating
Officer of American National Can Company from 1992 until his retirement in 1995.
From September 1989 through June 1992, he was Executive Vice President and Chief
Operating Officer of American National Can Company's beverage worldwide
business. Mr. Turner joined American National Can Company in February 1969 and
has held numerous financial and operations positions.
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CLASS II DIRECTORS TERMS EXPIRE IN 2001
FRANK W. CONSIDINE, 78. Mr. Considine was Chairman of the Board of
American National Can Company from 1983 to 1990, Honorary Chairman and Chairman
of the Executive Committee from 1990 to present, President from 1969 to 1988,
and Chief Executive Officer from 1973 to 1988. Mr. Considine is also a director
of SEI Information Technology, Chairman of the Board of Directors of Loyola
University Health System/Loyola University Medical Center, Vice President of the
Lyric Opera of Chicago, and a member of the Executive Committee of the Museum of
Science and Industry, Chicago, and the Board of Trustees of the Field Museum of
Natural History, Chicago.
GEORGE D. KENNEDY, 73. Mr. Kennedy was Chairman and a director of
Mallinckrodt Group Inc., a producer of medical products and chemicals, from 1991
until his retirement in October 1994. He was Chairman and Chief Executive
Officer of Mallinckrodt Group Inc. from 1986 to 1991. Mr. Kennedy is also a
director of the Kemper National Insurance Companies and Scotsman Industries,
Inc.
HOMER J. LIVINGSTON, Jr., 64. Mr. Livingston served as President and
Chief Executive Officer of the Chicago Stock Exchange in Chicago, Illinois from
November 1992 until his retirement in May 1995. From 1988 through 1992, Mr.
Livingston was Chairman of the Board and Chief Executive Officer of Livingston
Financial Group. He has also held the positions of Executive Vice President of
First National Bank of Chicago, Partner at Lehman Bros., Partner at William
Blair & Co., President and Chief Executive Officer of LaSalle National Bank and
Trustee of Southern Pacific Railroad. Mr. Livingston is also a director of
Peoples Energy Corporation.
JEAN-DOMINIQUE SENARD*, 47. Mr. Senard has been Senior Executive Vice
President and Chief Financial Officer and a member of the Executive Committee of
Pechiney since October 1996. Prior to joining Pechiney, Mr. Senard was employed
by the French company SaintGobain from January 1987 through October 1996, where
he was Group Treasurer from January 1987 through January 1989, Director of
Treasury and Financing from January 1989 through September 1995, and Financial
Director of SaintGobain's General Delegation for Germany and Central Europe and
a member of the Management Committee of Vegla GmbH from October 1995 through
October 1996.
CLASS III DIRECTORS TERMS EXPIRE IN 2002
RONALD J. GIDWITZ, 55. Mr. Gidwitz is a partner in GCG Partners, a
private investment firm, a position he has held since 1998. He previously served
as President and Chief Executive Officer of Helene Curtis Industries, Inc. from
1979 to 1998. He is also a director of Continental Materials Corporation,
Prairie Packaging Corporation and SEI Consulting. Mr. Gidwitz is also Chairman
of the Illinois State Board of Education, a member of the Board of Governors of
Boys and Girls Clubs of America, Chairman of the Board of the Field Museum of
Natural History and a member of the boards of directors of Lyric Opera of
Chicago, the Museum of Science and Industry, and the Board of Trustees of
Rush-Presbyterian Medical Center.
EDWARD A. LAPEKAS, 57. Mr. Lapekas has held the position of Chairman of
the Board and Chief Executive Officer of the Company since July 28, 1999. Prior
thereto in 1999, he was President and Chief Operating Officer of the Company. He
served as President and Chief Operating Officer--Beverage Cans worldwide of
American National Can Company since November 1996. He joined American National
Can Company in June 1996 as Senior Vice President--Beverage Cans Americas. Prior
to joining American National Can Company, Mr. Lapekas served as Vice Chairman of
SchmalbachLubeca A.G., a packaging company based in Germany, from July 1991
through June 1996. Prior to that time, he held senior management positions
throughout the world with Continental Can Company from 1968 through 1991.
JAMES J. O'CONNOR, 63. Mr. O'Connor is the retired Chairman and Chief
Executive Officer of Commonwealth Edison Company and Unicom Corporation, a
holding company, where he served from June 1994 until March 1998, and of Edison
Company, an electric utility, where he served from 1980 to March 1998. He is
also a Director of Corning Incorporated, Scotsman Industries Inc., SmurfitStone
Container Corporation, Tribune Company and UAL Corporation.
JEAN-PIERRE RODIER*, 52. Mr. Rodier served as Chairman of the Board and
Chief Executive Officer of the Company until July 28, 1999, at which time he
resigned from that position. Since 1994, Mr. Rodier has served as
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Chairman and Chief Executive Officer of Pechiney, formerly the Company's parent
company. Prior to July 28, 1999, he served as Chairman of the Board and Chief
Executive Officer of American National Can Company. Before joining Pechiney in
1994, Mr. Rodier served as Chairman and Chief Executive Officer of Penarroya and
Managing Director of Penarroya's parent company, Imetal. He has also held the
positions of Chairman of the Executive Board for Metaleurop France and head of
Union Miniere, the Belgian affiliate of Groupe Suez.
JAMES R. THOMPSON, 63. Mr. Thompson was Governor of Illinois from 1977
through 1991. Since January 1991, Mr. Thompson has been a partner in, and
Chairman of the Executive Committee of, Winston & Strawn, a Chicago, Illinois
law firm, and since January 1993, he has been Chairman of the firm. Mr. Thompson
is also a director of FMC Corporation, Prime Retail, Inc., Prime Retail.com,
Hollinger International, Inc., Jefferson Smurfit Group, Metal Management, Inc.,
Navigant Consulting, Inc., Prime Group Realty Trust and Union Pacific Resources.
He also serves as a Public Governor of the Chicago Board of Trade and is the
Chairman of the Public Review Board of the Hotel and Restaurant Employees
International Union. He is Chairman of the Board of Trustees of the Illinois
Mathematics and Science Academy Foundation, and serves as a trustee of the
Chicago Historical Society, Lyric Opera of Chicago and the Museum of
Contemporary Art.
There are no family relationships among any of the Company's directors
or executive officers.
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* Designated by Pechiney, which, pursuant to a Director Nomination
Agreement between the Company and Pechiney, has the right to nominate
four of the thirteen members of the Board.
DIRECTOR COMPENSATION
Directors who are officers or employees of the Company do not receive
compensation other than reimbursement for out-of-pocket expenses incurred by
them in connection with their travel to and attendance at meetings of the Board
of Directors or its committees.
In addition to the reimbursement of expenses, directors of the Company
who are not officers or employees receive an annual cash retainer of $25,000 and
an annual grant of deferred stock units with a fair market value of $15,000.
These shares will be transferred to the director at the time of termination or
retirement from the Board of Directors and are subject to forfeiture in the
event of the Company's insolvency. The non-employee directors will also receive
an annual stock option grant with a BlackScholes value equal to $30,000. The
options are granted at the fair market value, are exercisable immediately, and
will have a ten-year term. In addition, non-employee directors who chair any
committee of the Board receive a fee of $3,000 per year for each committee they
chair. Directors can elect to defer the receipt of their annual cash retainers
and chairman fees until retirement from the Board. Until distribution of the
deferred amounts following retirement, the deferred amounts will earn interest
based on mutual funds selected by the director from a company listing of mutual
funds approved for the deferral plan. The Company provides each non- employee
director with $250,000 of accidental death and dismemberment insurance coverage
on a 24-hour basis for any period a non-employee director is traveling on
company business. In addition, Frank Considine is provided with a secretary, and
an automobile and office leased by the Company. Such leases and services are
valued at approximately $100,000 per year.
Non-employee directors who served on the Board prior to its Initial
Public Offering earned a retirement benefit as part of their compensation. For
those same directors, now serving on the Board, the present value of their
accrued retirement benefit was converted to deferred stock units on July 28,
1999. The stock units are receivable by the director at the time of termination
or retirement from the Board. These shares will be transferred to the director
at the time of termination or retirement from the Board and are subject to
forfeiture in the event of the Company's insolvency. Dividend equivalents are
applied to the deferred stock units and are payable in cash or stock at the time
of the director's termination or retirement.
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1999 BOARD MEETINGS
During 1999, the Board of Directors held a total of six meetings. In
1999, all incumbent directors attended at least 75% percent of the meetings of
the Board and of the Board committees on which they served except for
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Mrs. Bories, who attended 50% and Mr. Pasquier, who attended 67%. As a group,
incumbent directors attended 86% percent of all Board and Board committee
meetings held in 1999.
BOARD COMMITTEES
The Board of Directors has four standing committees, which are
described below.
AUDIT COMMITTEE. The Audit Committee is responsible for reviewing the
propriety and accuracy of the Company's consolidated financial statements. The
Audit Committee is responsible for:
- reviewing the internal accounting controls and annual consolidated
financial statements;
- reviewing the scope of the independent certified public accountants'
audit, their report and their recommendations;
- considering the possible effect on the independence of the
accountants in approving non-audit services requested of them; and
- recommending the action to be taken with respect to the appointment
of the independent certified public accountants.
The Audit Committee held two meetings during 1999.
COMPENSATION AND ORGANIZATION COMMITTEE. The Compensation and
Organization Committee is responsible for:
- approving the compensation of all elected officers;
- reviewing, advising and making recommendations with respect to
elected officer compensation plans, their benefits and standards and
taking all related actions that are not reserved for the Board;
- providing oversight of the annual incentive plan and the other
salary, compensation or benefit plans; and
- reviewing the succession plans and management development of the
senior management positions.
The Compensation and Organization Committee held three meetings in
1999. Pursuant to resolutions adopted by the Board on February 24, 2000, the
name of this committee was changed from the Compensation Committee to the
Compensation and Organization Committee.
EXECUTIVE COMMITTEE. During intervals between meetings of the Board,
the Executive Committee has and exercises all the powers and authority of the
Board in the management of the Company's business and affairs, except as
specifically limited in the Company's by-laws. The Executive Committee did not
hold any meetings in 1999.
NOMINATING AND GOVERNANCE COMMITTEE. The Nominating and Governance
Committee is responsible for:
- assessing the appropriate combination of skills and characteristics
required of the Board members so that the Board has a mix of business
leadership and special expertise;
- assuring that diversity is given attention in the consideration of
individual candidates;
- selecting, identifying and screening, with input from the Chief
Executive Officer, candidates for Board membership;
- nominating the chairs of other committees;
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- evaluating continued membership on the Board when the circumstances
of a director change; and
- annually evaluating and updating the governance policies.
The Nominating and Governance Committee was created pursuant to
resolutions adopted by the Board on February 24, 2000. The Committee will accept
nominations of persons for election to the Board from stockholders that are made
pursuant to timely notice in writing to the Secretary of the Company. The notice
must set forth all information about each proposed nominee as required under
Regulation 14A of the Exchange Act. The notice must also set forth, as to the
stockholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination is made, their names and record addresses and the class and
number of shares that they beneficially own.
COMMITTEE MEMBERS. The committee members for each of the four standing
committees are set forth below, with the Chairman listed first:
<TABLE>
<CAPTION>
COMPENSATION AND NOMINATING AND GOVERNANCE
AUDIT ORGANIZATION EXECUTIVE COMMITTEE
- ----- ------------------------ -------------------- -------------------------
<S> <C> <C> <C>
James J. O'Connor, Chairman George D. Kennedy, Chairman Frank W. Considine, Chairman Frank W. Considine, Chairman
Homer J. Livingston, Jr. Frank W. Considine Edward A. Lapekas George D. Kennedy
Jean Dominique Senard Ronald J. Gidwitz JeanPierre Rodier James J. O'Connor
JeanPierre Rodier
</TABLE>
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER
PARTICIPATION IN COMPENSATION DECISIONS
The following are members of the Compensation and Organization
Committee: Mr. George Kennedy, who serves as Chairman of the Committee, is an
independent, nonemployee director. Mr. Ronald Gidwitz is an independent,
nonemployee director. Mr. Kennedy and Mr. Gidwitz are the sole members of the
Grant Committee of the Compensation and Organization Committee, charged with the
responsibility for approving all incentive compensation grants made to employees
of the Company, including the Named Executive Officers. Mr. Frank Considine, the
former Chairman and Chief Executive Officer of American National Can Company
having retired in 1988, also serves on the Compensation and Organization
Committee. The last member of the Compensation and Organization Committee is
Jean-Pierre Rodier, the former Chairman and Chief Executive Officer of the
Company prior to the initial public offering on July 28, 1999.
EXECUTIVE OFFICERS
In addition to Mr. Lapekas, who is a Director, the following persons
are the executive officers of the Company.
CURTIS J. CLAWSON, 40. Mr. Clawson is President and Chief Operating
Officer of the Company and has held that position since December 16, 1999. Prior
to that, he held the position of Executive Vice President and President Beverage
Cans Americas from July 1999 through December 1999. He joined the Company in
June 1998 as Senior Vice President--Beverage Cans Americas. From March 1995
through January 1998, he was an employee of Allied Signal, Incorporated,
following which he took a career break from January to June 1998. From March
1995 through March 1997, his position was President, Filters and Spark Plugs in
the automotive aftermarket products industry, and from April 1997 through
January 1998, his position was President, Laminates in the laminates and prepeg
materials industry for printed circuit boards. Prior to his employment with
Allied Signal, he was an employee of Arvin Industries, Incorporated, an
automotive equipment manufacturer. He held the position of General Manager from
January 1994 through February 1995, Vice President and Sales Manager/Plant
Manager during 1992.
DENNIS R. BANKOWSKI, 53. Mr. Bankowski is Executive Vice
President--Administration and Chief Human Resources Officer. He joined American
National Can Company in 1991 as Senior Vice President--Human Resources. In
January 1997, he was named Senior Vice President--Corporate Services. Before
joining the Company, Mr. Bankowski was employed by BP America, a subsidiary of
British Petroleum, from 1981 through 1990 where he served in the positions of
Director of Compensation, Director of Organizational Development and Vice
President of Human Resources.
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ALLAN J. BOHNER, 46. Mr. Bohner is Senior Vice President--Beverage Cans
Americas Manufacturing and Worldwide Engineering and has held that position
since January 1998. His previous positions include Senior Vice President
Engineering and Research and Development from April 1995 through December 1997,
Vice President, Engineering for the Food Metal Division from July 1990 through
March 1995, Director Engineering from April 1989 through June 1990 and, since
February 1975, held other positions of increasing responsibility in the
Engineering discipline.
THOMAS J. BUCKLEY, 57. Mr. Buckley is Vice President--Tax. He joined
American National Can Company in that position in August 1995. Immediately prior
to his joining the Company, he was employed by Pechiney Corporation in the
position of Vice President and Director--Tax.
DENNIS M. BYRD, 44. Mr. Byrd is Vice President and Treasurer and has
held that position since July 1997. Prior to that, he held the positions of
Assistant Treasurer from January 1996 through June 1997, and Director of Finance
from January 1994 through December 1995. He has also held positions with the
Company as Manager of Finance, Pension Investment Administrator and Auditor.
JOSEPH R. ESTERMAN, 55. Mr. Esterman has been Vice President--Investor
Relations since he joined the company in October 1999. Prior thereto, he enjoyed
a long career at Nalco Chemical Company as Vice President, Investor Relations.
He also held positions in strategy and sales at Nalco Chemical Company.
WILLIAM A. FRANCOIS, 57. Mr. Francois is Senior Vice President, General
Counsel and Secretary and has held that position since July 1999. He joined the
Company in April 1970 in the position of Attorney and has held several legal
positions since then including Vice President, Deputy General Counsel and
Secretary from January 1988 through June 1999, Vice President, Associate General
Counsel and Secretary from January 1987 through December 1987 and Vice
President, Legal and Secretary from April of 1982 through December 1987.
LAWRENCE F. HAGENBUCH, 33. Mr. Hagenbuch is Vice President-Corporate
Strategy and has held that position since joining the Company in December, 1999.
Prior to joining the Company, he was employed by GE Capital, Vendor Financial
Services as General Manager-Customer Support Center from February 1999 through
December 1999. From September 1997 through January 1999 he was employed by
General Electric Company, Transportation Systems as General Manager Africa,
Europe and the Middle East, and from March 1996 until August 1997, he held the
position of Manager Business Development. From August 1994 until February 1996
he was employed by Booz Allen as an associate in the Engineering Manufacturing
Group.
MICHAEL D. HERDMAN, 50. Mr. Herdman is Executive Vice President and
President--Beverage Cans Europe and Asia. Since 1991, Mr. Herdman has held the
position of Senior Vice President--Beverage Cans Europe for American National
Can Company. In January 1997, he also assumed responsibility for the beverage
can business in Asia. Since joining the Company in 1972, Mr. Herdman's prior
positions have included Managing Director of Nacanco Ltd., Vice President of
Business Development, Vice President and General Manager--Plastics, Managing
Director--Iberica, and other sales and manufacturing management positions.
CLIFFORD R. KLOTZ, 55. Mr. Klotz is Vice President--Environment and
Government Affairs and has held that position since March 1, 1991, which through
1995 also included the responsibility for the general management of the
Recycling Division. He joined American National Can Company in 1971 and since
that time has also held the positions of Vice President and General Manager
Recycling, Vice President of Sales--Closure Division, Manager Government
Affairs, and Manager Environmental Programs.
JOHN G. LABAHN, 41. Mr. LaBahn is Vice President, Controller and Chief
Accounting Officer of the Company. He has held this position since July 1999.
From February 1998 until June 1999 he held the position of Vice President and
Controller. Prior to that he held the positions of Director of Risk Management
from February 1996 and Vice President Shared Services from February 1992 through
January 1996. He began his career with the Company in August 1987.
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ALAN H. SCHUMACHER, 53. Mr. Schumacher is Executive Vice President and
Chief Financial Officer of the Company. He has held this position in the Company
since July 1997. From January 1988 through June 1997, he held the positions of
Vice President, Controller and Chief Accounting Officer. Positions held at the
Company prior to 1988 include Assistant Corporate Controller, and Manager
Corporate Accounting. Prior to joining the Company, Mr. Schumacher was employed
in the audit function of Price Waterhouse and Company.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Exchange Act, requires the Company's officers and
directors, and persons who are holders of more than ten percent of a registered
class of the Company's equity securities, to file reports of ownership and
changes in ownership on Forms 3, 4, and 5 with the Commission and the New York
Stock Exchange, Inc., and to furnish the Company with copies of these forms.
Based on its review of the copies of Forms 3, 4, and 5 submitted to the Company,
the Company believes that all the officers, directors, and persons who hold more
than ten percent of the Common Stock of the Company complied with all filing
requirements imposed by Section 16(a) of the Exchange Act during 1999 except for
Mr. Lapekas, who inadvertently failed to timely file with respect to the
acquisition of 100 shares on the symbolic first trade in the Company's stock on
the New York Stock Exchange in connection with the Initial Public Offering.
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ITEM 11. EXECUTIVE COMPENSATION
EXECUTIVE COMPENSATION
The following table shows information concerning the compensation paid
for services rendered in all capacities to the Company and its subsidiaries for
the fiscal year ended December 31, 1999, for all Named Executive Officers, based
on their employment by the company or an affiliate of the Company at December
31, 1999. The compensation described in this table was paid by American National
Can Company, or an affiliate of American National Can Company.
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
ANNUAL COMPENSATION 1999 LONG-TERM COMPENSATION PAYOUTS
--------------------------------------------- ------------------------------------------
RESTRICTED LONG-TERM
OTHER ANNUAL STOCK STOCK INCENTIVE ALL OTHER
NAME AND SALARY BONUS COMPENSATION AWARDS OPTIONS/SARS PLAN PAYOUTS COMPENSATION
PRINCIPAL POSITION YEAR ($) ($) ($) ($)(1) (3)(#) ($) ($)(4)
- --------------------- ---- ------ -------- ------------ ---------- ------------ ------------ ------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
JeanPierre Rodier... 1999 $121,851 $ 0 $ 0 $ 0 0/0 $ 0 $ 0
Chairman & Chief 1998 208,156 0 0 0 0/0 0 0
Executive Officer
(former)
Edward A. Lapekas... 1999 578,504 746,666 0 1,144,831 564,000/63,000 0 11,383
Chairman & Chief 1998 420,000 472,226 0 0 0/109,000 0 19,362
Executive Officer
Curtis J. Clawson... 1999 325,000 309,833 6,688 467,619 153,000/12,000 31,144 5,977
Executive Vice 1998 175,000 158,550 5,917 450,000(2) 0/58,000 30,438(2) 4,196
President &
President
Beverage Cans
America
Dennis R. Bankowski. 1999 322,000 306,973 0 628,609 153,000/36,000 0 10,744
Executive Vice 1998 310,000 227,385 0 0 0/58,000 0 10,415
President
Administration &
Chief Human
Resources Officer
Michael D. Herdman.. 1999 311,000 241,513 171,319(5) 537,965 153,000/18,400 0 10,234
Executive Vice 1998 262,000 222,307 251,745 0 0/58,000 0 9,078
President & President
- --Beverage Cans
Europe and Asia
Alan H. Schumacher.. 1999 280,267 267,485 0 500,497 153,000/12,800 0 10,404
Executive Vice 1998 231,000 186,971 0 0 0/58,000 0 9,707
President & Chief
Financial Officer
</TABLE>
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(1) Amounts shown represent the value of future shares, the rights to which the
Named Executive Officer received through the conversion of outstanding
stock options or stock appreciation rights in the Company's former parent
company, Pechiney, including those SARs included in footnote (3) below.
None of the shares were exercisable at fiscal year end 1999. The number of
shares to be received by the executives are: Mr. Lapekas--67,343, Mr.
Clawson--27,507, Mr. Bankowski--36,977, Mr. Herdman--31,645 and Mr.
Schumacher--29,441.
(2) As a condition of his hiring offer, Mr. Clawson was granted the right to
receive 18,000 performance shares of Pechiney which could be earned over
six years if annual business unit return on capital employed targets were
achieved above the projected levels. In 1999 these Pechiney performance
shares were converted to 30,197 Company performance shares having
approximately the same value as the Pechiney performance shares at the time
of the conversion. In connection therewith, Mr. Clawson was paid $31,144
for performance during 1999 and $30,438 for performance during 1998.
(3) Pechiney Stock Appreciation Rights granted under the Company's Long-Term
Incentive Plan for 1998 and 1999. All stock appreciation rights were
canceled on July 28, 1999 and converted to the right to receive shares of
the Company stock under the American National Can Group, Inc. Stock
Compensation Conversion Plan. The value of the future shares arising from
the conversion is included in the table under the column labeled
"Restricted Stock Awards" for 1999.
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(4) The amounts shown include $8,075.53 contributed to each of the Named
Executive Officers under the American National Can Company Capital
Accumulation Plan for Salaried Employees, except Mr. Clawson who received
$5,148.93. Also included are the following amounts representing imputed
income from a company- sponsored group life insurance plan: Mr. Lapekas
$3,307.50, Mr. Herdman $685.38, Mr. Schumacher $855.42, Mr. Bankowski
$1,195.38, and Mr. Clawson $828.00. Also included for Messrs. Bankowski,
Herdman and Schumacher is the amount of $1,472.75 representing the fair
market value of shares of stock received under the Pechiney Employee Stock
Purchase Plan.
(5) Amounts represent allowances paid to, and expenses paid on behalf of, Mr.
Herdman in connection with his foreign assignment, including $98,892.00
that Mr. Herdman received as a cost of living and housing allowance and
$35,528 that the Company paid on behalf of Mr. Herdman to cover his foreign
income tax expenses.
GRANTS OF OPTIONS AND STOCK APPRECIATION RIGHTS
The following table provides information related to stock options granted to the
Named Executive Officers during the fiscal year ended December 31, 1999.
<TABLE>
<CAPTION>
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS
--------------------------------------------------------------------------------------------
NUMBER OF % OF TOTAL
SECURITIES OPTIONS/SARS
UNDERLYING GRANTED TO
OPTIONS/SARS EMPLOYEES IN FISCAL EXERCISE OF BASE MARKET PRICE AT EXPIRATION
NAME GRANTED (#)(1) YEAR (2) PRICE ($/SHARE) GRANT ($/SHARE) DATE
--------- --------------- ------------------- ---------------- --------------- -----------
<S> <C> <C> <C> <C> <C>
JeanPierre Rodier...... 0/0 0/0 -- -- --
Edward A. Lapekas...... 564,000/63,000 16.5/12.7 $17.00/18.1875 $17.00/18.1875 7/28/09/
7/28/99
Curtis J. Clawson...... 153,000/12,000 4.5/2.4 17.00/18.1875 17.00/18.1875 7/28/09/
7/28/99
Dennis R. Bankowski.... 153,000/36,000 4.5/7.3 17.00/18.1875 17.00/18.1875 7/28/09/
7/28/99
Michael D. Herdman..... 153,000/18,400 4.5/3.7 17.00/18.1875 17.00/18.1875 7/28/09/
7/28/99
Alan H. Schumacher..... 153,000/12,800 4.5/2.6 17.00/18.1875 17.00/18.1875 7/28/09/
7/28/99
<CAPTION>
POTENTIAL REALIZABLE
VALUE AT ASSUMED
ANNUAL RATES OF STOCK PRICE
APPRECIATION FOR SAR TERM
($)(3)
-----------------------------
NAME 5% 10%
--------- ------------- -------------
<S> <C> <C>
JeanPierre Rodier...... -- --
Edward A. Lapekas...... $6,029,842/0 $15,280,803/0
Curtis J. Clawson...... 1,635,755/0 4,145,324/0
Dennis R. Bankowski.... 1,635,755/0 4,145,324/0
Michael D. Herdman..... 1,635,755/0 4,145,324/0
Alan H. Schumacher..... 1,635,755/0 4,145,324/0
</TABLE>
- ---------------------------
(1) Stock options were granted to the Named Executive Officers on July 28,
1999, in conjunction with the Company's Initial Public Offering of stock
and become exercisable over five years. Stock appreciation rights granted
in February 1999 were tied to the Company's former parent company's stock,
Pechiney American Depository Shares as traded on the New York Stock
Exchange. All outstanding Pechiney stock appreciation rights, granted at
any time prior to the Company's Initial Public Offering of stock on July
28, 1999, were subsequently canceled on July 28, 1999 and converted to the
right to receive future shares of stock in the Company, under the Stock
Compensation Conversion Plan described below.
(2) 3,422,200 options were granted to employees in 1999. 494,800 stock
appreciation rights in Pechiney American Depositary Shares were granted to
employees in 1999.
(3) The 5% and 10% rates of appreciation were set by the Commission and are not
intended to forecast future appreciation, if any, of the Company's capital
stock. There can be no assurance that the amounts reflected in these
columns will be achieved or, if achieved, will exist at the time of any
option exercise.
STOCK COMPENSATION CONVERSION PLAN
Prior to the offering, the Company's executives participated annually
in a long-term incentive plan. The plan granted them either options to purchase
Pechiney capital stock traded on the Paris stock exchange or SARs which provided
them with the opportunity to receive cash awards equal to the appreciation in
Pechiney American Depositary Shares traded on the New York Stock Exchange, or
both. At the time of the Initial Public Offering of stock, the Company converted
the outstanding SARs granted since September 16, 1997 to the right to receive
shares of its stock in the future.
11
<PAGE> 12
Additionally, all employees holding outstanding Pechiney stock options were
given the opportunity to exchange those options for the right to receive shares
of the Company's stock in the future.
The vesting schedule of these rights approximated those of the original
SAR and option grants.
OPTION/SAR EXERCISES IN LAST FISCAL YEAR AND FISCAL YEAR END OPTION VALUES
The following table sets forth information concerning option and SAR
exercises with respect to Pechiney capital stock by the Named Executive Officers
during the fiscal year ended December 31, 1999.
AGGREGATED OPTION EXERCISES IN THE LAST FISCAL YEAR AND
FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF SECURITIES UNDERLYING VALUE OF UNEXERCISED IN-THE-
UNEXERCISED OPTION/SARS AT MONEY OPTION/SARS AT FISCAL
FISCAL YEAR END YEAR-END($)
SHARES ACQUIRED VALUE -------------------------------
NAME TYPE ON EXERCISE REALIZED($) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---- ---- -------------- ---------- -------------- --------------- ------------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
JeanPierre Rodier (1)... 0 $0 0 0 $ 0 $ 0
Edward A. Lapekas....... Options 0 0 0 564,000 0 0
SARS 0 0 0 0 0 0
Future Shares (2) 0 0 0 63,000 0 819,000
Curtis J. Clawson....... Options 0 0 0 153,000 0 0
SARS 0 0 0 0 0 0
Future Shares 0 0 0 12,000 0 156,000
Dennis R. Bankowski..... Options 0 0 0 153,000 0 0
SARS 0 0 0 0 0 0
Future Shares 0 0 0 36,000 0 468,000
Michael D. Herdman...... Options 0 0 1,750(3) 153,000 68,499(4) 0
SARS 0 0 0 0 0 0
Future Shares 0 0 0 18,400 0 239,200
Alan H. Schumacher...... Options 0 0 0 153,000 0 0
SARS 0 0 0 0 0 0
Future Shares 0 0 0 12,800 0 166,400
</TABLE>
- ---------------------------
(1) Mr. Rodier was not awarded any stock options or stock appreciation rights
in respect of services performed as an executive officer of the Company.
(2) Future Shares refer to the right to receive shares of company stock granted
under the Stock Compensation Conversion Plan described above.
(3) Mr. Herdman retained 1,750 Pechiney options previously granted under the
1996 Pechiney Stock Option Plan.
(4) Stated in Euros.
The closing price of the Company Common Stock on December 31, 1999, the
last trading day prior to the Company's fiscal year end, was $13.00 per share on
the New York Stock Exchange. The closing price of Pechiney capital stock on
December 31, 1999, its last trading day prior to Pechiney's fiscal year end, was
euro 70.95 per share on the Paris stock exchange.
12
<PAGE> 13
RETIREMENT BENEFITS
Most of the Company's salaried employees are participants in the
tax-qualified American National Can Company Pension Plan for Salaried Employees.
In addition, those salaried employees whose benefits under this plan would be
limited by Section 401(a)(17) or 415 of the Code, or who had deferred
compensation that was not taken into account under the plan, participate in a
non-qualified, unfunded supplemental pension plan. Benefits under this plan are
paid out of the general assets of the Company; however, the Company may elect to
fund and secure all or a part of the supplemental pension plan through the use
of a "Rabbi" Trust meeting the Code requirements. Upon a change of control the
"Rabbi" Trust must be fully funded. All funding before and after a change of
control is subject to the claims of the Company's creditors.
When an executive retires at the normal retirement age of 65, the
approximate annual retirement benefits payable under the Company's plans for the
following earnings classifications and years of service are set forth in the
table below. The benefits reflect a reduction to recognize, in part, the cost of
Social Security benefits related to service for the Company. The plans also
provide for the payment of benefits to an employee's surviving spouse.
<TABLE>
<CAPTION>
YEARS OF SERVICE
--------------------------------------------------------------------------------------------------------------
REMUNERATION 15 YEARS 20 YEARS 25 YEARS 30 YEARS 35 YEARS
------------ ---------- ---------- ---------- ---------- -------------
<S> <C> <C> <C> <C> <C>
$ 250,000 $ 52,543 $ 70,057 $ 88,745 $107,495 $ 126,245
500,000 108,793 145,057 182,495 219,995 257,495
750,000 165,043 220,057 276,245 332,495 388,745
1,000,000 221,293 295,057 369,995 444,995 519,995
1,250,000 266,293 370,057 463,745 557,495 651,245
1,500,000 333,793 445,057 557,495 669,995 782,495
1,750,000 390,043 520,057 651,245 782,495 913,745
2,000,000 446,293 595,057 744,995 894,995 1,044,995
</TABLE>
Covered earnings for retirement benefit purposes include salary and
annual bonus. The calculation of retirement benefits under the pension plans
generally is based upon average covered earnings for the highest five
consecutive years of service. The years of credited service as of December 31,
1999 for the Named Executive Officers are as follows: 3 years for Mr. Lapekas, 1
year for Mr. Clawson, 27 years for Mr. Herdman, 22 years for Mr. Schumacher and
9 years for Mr. Bankowski. By contractual agreement, Mr. Rodier does not
participate in the Company's pension plans.
EMPLOYMENT CONTRACTS, TERMINATION AGREEMENTS AND CHANGE IN CONTROL ARRANGEMENTS
EMPLOYMENT AND SEVERANCE ARRANGEMENTS WITH THE COMPANY, AS AMENDED.
Edward Lapekas, Michael Herdman, Alan Schumacher, Dennis Bankowski and Curtis
Clawson are each a party to an amended and restated executive employment
agreement with the Company that provides that upon a termination of employment
by the Company other than for "cause" or by the executive for "good reason" (in
each case, as defined in the agreements) following a change of control, the
executive will be entitled to receive the following payments and benefits for
the continuation period specified for each executive: (1) base salary, (2) an
annual incentive plan payment for the full and partial years during the
continuation period at target level, (3) full vesting of all time-based equity
incentive awards, (4) continued health and other welfare benefits until the
executive is age 55 and service credit for eligibility towards retiree medical
benefits, (5) transfer of the title to the executive's Company car, (6)
outplacement services, (7) matching and profit sharing contributions under the
Company's Capital Accumulation Plan, (8) continued life and long-term disability
insurance and (9) an enhanced pension benefit, calculated as if the executive
reached age 60 while employed by the Company and had the greater of (a) 30 years
of credited service and (b) the executive's actual years of credited service
including additional years equal to the continuation period. The continuation
period for Mr. Lapekas is three years and for the other executives it is two
years. The consummation of the transactions contemplated by the Merger Agreement
will constitute a change of control for purposes of the executive agreements.
The executive agreements contain non-competition, confidentiality and
non-solicitation provisions that restrict the executives while employed and for
specified periods thereafter. If any amounts payable to an executive under the
executive agreement or otherwise would subject the executive to the excise tax
under Section 4999 of the Code, the Company will make a payment to the executive
such that after the payment of all income and excise taxes, the executive will
be in the same after-tax position as if no excise tax had been imposed.
13
<PAGE> 14
In addition, Allan Bohner and William Francois are parties to
executive agreements that provide for termination benefits substantially similar
to the benefits described above for a two year continuation period, upon a
termination of employment by the Company without cause or by the executive for
good reason. Mr. Francois' agreement does not provide for annual incentive plan
payments during the continuation period, but does provide for a pro-rata award
at target level for the year of the date of termination and for the Company to
continue to pay the premiums and other costs associated with split-dollar life
insurance policies covering the executive.
In connection with the transactions contemplated by the Merger
Agreement, the executive agreements were amended to provide for additional
annual incentive plan payments for the full and partial years during the
continuation period at target level and for a pro-rata annual incentive award
based on the maximum level for the period from January 1, 2000 through the
effective time of the Merger, and that such payments shall be treated as
includable compensation for purposes of all employee benefits provided by the
Company that are affected by the compensation or earnings of the executive
(consistent with his executive agreement, Mr. Francois will receive an
additional pro-rata bonus only and the maximum level award will be in lieu of
the target level award provided under his agreement prior to the amendment). The
additional annual incentive payments are subject to the executive satisfying
certain performance conditions relating to the Merger. The executive agreements,
as amended, also provide for the payment of the executive's retention award
under the retention program (as described below) upon the earlier to occur of
the 30th day after the effective time of the Merger and the date that the
executive is due to receive his first payment under the executive agreement;
provided, however, that if the executive's employment is not terminated under
circumstances entitling the executive to receive the severance payments
described above, the executive will receive the retention award at the time the
awards are otherwise payable as described below. In addition, the executive
agreements with Messrs. Bohner and Francois were amended to provide for an
excise tax gross-up that is the same as the provision described above for the
other executives.
The following Compensation and Organization Committee Report on Executive
Compensation and the historical Performance Graph shall not be deemed
incorporated by reference by any general statement incorporating by reference
this Form 10-K/A or any portion hereof into any filing under the Securities Act
of 1933, as amended, or the Securities Exchange Act of 1934, as amended, and
shall not otherwise be deemed filed under such acts.
COMPENSATION AND ORGANIZATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION
The Compensation and Organization Committee of the Board of Directors
oversees the administration of the executive compensation programs and
determines the direct compensation of the executive officers of the Company.
The Compensation and Organization Committee is composed of four
directors: two former employees and two independent, nonemployee directors. In
order to deduct as compensation expense any compensation paid to proxy named
executives over $1,000,000 the Company's Compensation and Organization Committee
has formed a sub-committee, the Grant Committee, comprised of two independent,
non-employee directors. The Grant Committee is responsible for approving all
incentive compensation grants, performance measures used in incentive plans and
certifying that such performance measures were achieved prior to the payment of
awards.
The Compensation and Organization Committee also utilizes the services
of outside consulting firms to advise and provide input in the course of its
deliberations.
The Company's Executive Compensation Philosophy
The Company has embraced value management as a tool for aligning its
strategic planning process, its budgeting process and its reward systems. In
compensation the Company has a "pay for performance" philosophy. The Company's
management compensation programs are designed to attract and retain leaders
driven to high performance. Through the Company's incentive compensation
programs the Company has aligned its managers' interests with those of its
shareholders and have made superior shareholder value creation its primary goal.
The overall objective of the Company's incentive compensation program
is to align its managers' incentives with the long-term interests of its
shareholders. To this end, both the Company's annual management incentive plan
and
14
<PAGE> 15
the long-term incentive plans are directly tied to, and reward contributions and
performance that create, value for its shareholders.
The Company's compensation program for managers and executives
contains these key components:
- Annual compensation comprised of base salary and performance based
annual incentives
- Value based long-term incentives
Annual Compensation
Base Salary. The Company believes that outstanding leadership can be
found in industries outside of its own and have, in recent years, recruited
leaders from other industries. As a result, the Company identifies its market
for defining competitive compensation as companies of its relative size in
durable and non-durable manufacturing and general industry segments, in addition
to its competitors in the packaging industry. A manager's total annual
compensation, including base salary and annual incentive awards, is targeted at
the market value of salaries for executives in similar positions in these types
of companies. The Company's salary increase process examines the employment,
wage and inflation trends in the countries in which it operates and is
established at the norm in those countries.
Annual Incentive Plan. The Company's annual management incentive plan
was redesigned in 2000 to link to shareholder value creation, to drive superior
business performance in the short-term and to motivate managers to reach
aggressive annual individual performance objectives. The awards for managers are
heavily weighted on business performance and bonuses above market median can
only be earned when the business achieves objectives established at the upper
quartile of the Company's industry peer group.
The business performance components in the Company's plan are EBITA
(earnings before interest, taxes and amortization) and free cash flow. The
annual targets are always established as improvements over its prior year and,
when consolidated at the corporate level, are directly linked to the goals the
Company has identified in its strategic plan. The Company goals drive value
creation for its shareholders. The Company's plan is designed to reward at
targeted incentive levels when the business performance goals are achieved. To
earn rewards greater than targeted levels, a business must perform at levels
reaching historical top quartile performance for the Company's packaging peer
group.
Long-Term Incentives
Options. The Company has recruited strong performers at all levels and
all salaried employees are eligible to receive stock options based on their
performance and potential for success with the Company. Below the vice-president
level, the determination of recipients of stock options is very selective and
only a small percentage of employees participate.
The Company's Chief Executive Officer, Executive Vice-Presidents and
Senior Vice Presidents receive 30% of their long-term incentive opportunity in
an annual option grant. At the Vice President level, 50% of the long-term
incentive opportunity is delivered in annual stock options. The options are
granted at fair market value and have a ten- year term.
The option grant is awarded in advance, before actual performance can
be measured, and will only gain value if the Company's stock price increases.
The eventual value of this award is uncapped because it is tied directly to the
share price of the Company stock, which has unlimited upside potential in the
long run. The higher the Company's stock price rises, the more each option is
worth. Since the value of the options are directly tied to the company's share
price, they will be affected by the Company's business performance, market
movements, interest rates, and industry sentiment.
Performance Based Awards. The remaining portion of the long-term
incentive opportunity for the Company's executives is delivered under a
performance-based plan. Participants are awarded cash and restricted stock based
on the Company's three-year total shareholder return relative to a packaging
peer group ("RTSR"). Each year, the Company
15
<PAGE> 16
will compare its three-year RTSR performance to the three-year performance of
the companies in the Company's packaging peer group.
If the Company's RTSR performance is at or above the median of its
peer group, the performance award will be paid above the targeted award.
Performance in the bottom quartile of the Company's peer group will result in no
award being paid.
Awards based on this component will be paid in cash (50%) and in the
Company restricted stock (50%) which is restricted from sale or transfer for two
years following the issuance of the award.
Performance greater than the median peer company will earn
participants a performance award greater than 100% of target. Similarly,
three-year RTSR performance below the median peer company will result in a
payout below 100% of target. A three-year RTSR equal to the Company's top
quartile goal will generate a payout of 200% of target. The top quartile goal is
established at the end of each three-year period by adding the expected top
quartile spread to the actual median three-year RTSR. The top quartile goal
level will be peer median plus 5%. This represents the historic difference
between the median and the top quartile performer in the packaging peer group.
Performance above the top quartile goal could generate award payouts
as high as 500% of the targeted level. Since the payout is linear, additional
increases in RTSR corresponds to higher awards.
Stock Ownership Programs
Ownership Guidelines. To further align the financial interests of the
Company's executives with those of its shareholders, the Company has implemented
minimum share ownership guidelines, which require ownership of shares of the
Company's common stock with a market value equal to the multiple of base salary
indicated:
<TABLE>
<CAPTION>
MULTIPLE OF BASE
SALARY
----------------
<S> <C>
Chief Executive Officer..................................................... 3
Chief Operating Officer, Executive Vice Presidents and Senior Vice
Presidents.................................................................. 2
Vice Presidents............................................................. 1
</TABLE>
Only shares owned directly, including restricted shares, or through
the Company's savings plan, but not shares subject to unexercised stock options,
will be considered for determining whether an executive meets the ownership
guidelines. The approximately 45 executives who are subject to the guidelines
have a transition period of five years beginning on August 2, 1999 within which
to meet the guidelines. Other executives who become subject to the guidelines
after the offering date will also have a transition period of five years within
which to meet the guidelines. Executives who fail to meet the minimum ownership
requirements will be ineligible to participate in future long-term incentive
awards.
Determination of the Chief Executive Officer's Compensation
The 1999 compensation for Mr. Edward Lapekas, Chairman of the Board
and Chief Executive Officer, consisted of a base annual salary, an annual bonus,
long-term incentive stock option and stock appreciation rights grants and
employee benefits provided to salaried employees as a group, and perquisites
that are usual and customary for the position.
The Compensation and Organization Committee has determined the
competitive range of compensation for Mr. Lapekas by utilizing survey data based
upon a nationally recognized compensation survey, the Hewitt Total Compensation
Measurement Database consisting of 108 manufacturing companies similar in size
to the Company. In addition, the Company monitors the compensation levels
reported in proxies for 17 U.S. public, industrial companies which includes its
closest competitors. Considering this data and the financial performance of the
Company, the Committee increased Mr. Lapekas's base annual compensation,
effective July 28, 1999 to $650,000.
16
<PAGE> 17
Pursuant to the terms of the annual incentive plan, during 1999, Mr.
Lapekas earned an annual bonus award of $746,666 or 200 percent of his target
bonus opportunity. This payment, made in March 2000 reflects the bonus goals
approved by the Company's former parent company, Pechiney and the Compensation
Committee at the beginning of 1999. The bonus reflects the achievement of the
Return on Capital Employed goals, utilized under the annual incentive plan for
1999 and subjectively measured personal goals as reviewed and approved by the
Compensation and Organization Committee for the period.
Mr. Lapekas's long-term incentive plan grant of 564,000 non-qualified
stock options represents a three-year grant. He is not scheduled to receive
long-term incentive grants during 2000 and 2001.
Respectfully submitted,
George D. Kennedy, Chairman
Frank W. Considine
Ronald J. Gidwitz
Jean-Pierre Rodier
COMPENSATION AND ORGANIZATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION IN
COMPENSATION DECISIONS.
For information on this topic, see "Board of Directors - Compensation
and Organization Committee Interlocks and Insider Participations in Compensation
Decisions" under Item 10.
COMPENSATION OF DIRECTORS
For information on this topic, see "Board of Directors - Directors
Compensation" under Item 10.
17
<PAGE> 18
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
OWNERSHIP OF COMMON STOCK BY THE PRINCIPAL STOCKHOLDERS AND MANAGEMENT
The following table sets forth information as of March 29, 2000, with
respect to the beneficial ownership of the Company's Common Stock by (i) each
director of the Company, (ii) each of the Chief Executive Officer and the other
four most highly compensated executive officers of the Company ("Named Executive
Officers"), (iii) all directors and executive officers of the Company as a
group, and (iv) each person who, to the best of the Company's knowledge,
beneficially owns more than five percent of any class of the Company's voting
securities. Except as otherwise indicated, persons listed below have sole voting
and investment power with respect to all shares held by them, except to the
extent such power may be shared with a spouse.
<TABLE>
<CAPTION>
COMMON STOCK
BENEFICIALLY OWNED(2)(3) PERCENT OF CLASS
------------------------ ----------------
DIRECTORS (1)
<S> <C> <C>
Christel Bories....................................................... 4,360 0
Frank W. Considine.................................................... 6,360 0
Ronald J. Gidwitz..................................................... 14,635 0
George D. Kennedy..................................................... 14,635 0
Homer J. Livingston, Jr............................................... 10,633 0
Roland H. Meyer, Jr................................................... 4,630 0
James J. O'Connor..................................................... 14,635 0
Alain Pasquier........................................................ 4,630 0
JeanDominique Senard.................................................. 4,630 0
James R. Thompson..................................................... 10,633 0
Jack H. Turner........................................................ 5,630 0
NAMED EXECUTIVE OFFICERS
Edward A. Lapekas..................................................... 82,443 0
Curtis J. Clawson..................................................... 73,572 0
Dennis R. Bankowski................................................... 38,477 0
Michael D. Herdman.................................................... 43,645 0
Alan H. Schumacher.................................................... 36,197 0
JeanPierre Rodier..................................................... 4,630 0
DIRECTORS AND EXECUTIVE
- ---------------
OFFICERS AS A GROUP
(25 individuals, including those named above) (4)..................... 451,786 0
PRINCIPAL STOCKHOLDERS
Pechiney.............................................................. 25,000,000 45.455%
7, place du Chancelier
Adenauer
75218 Paris Cedex 16,
France
Capital Research and.................................................. 4,210,200 7.7%
Management Company (5)
333 S. Hope St.
Los Angeles, CA 90071
FMR Corp. (6)......................................................... 2,903,400 5.278%
82 Devonshire St.
Boston, MA 02109
</TABLE>
18
<PAGE> 19
- ---------------------------
* Less than one percent
(1) Does not include directors who are Named Executive Officers.
(2) Includes 3,968 shares which each non-employee director of the Company has
the right to acquire pursuant to stock options issued under the Company's
Directors' Stock Plan and 662 deferred stock units payable to each
nonemployee director upon their retirement or other termination from the
Board. Non-employee directors who served on the Board of American National
Can Company prior to the Initial Public Offering had accrued a retirement
benefit which was converted at the time of the Initial Public Offering to
deferred stock units receivable upon their retirement or other termination
from the Board in the following amounts: Messrs. Gidwitz, Kennedy and
O'Connor each received 10,005 deferred stock units and Messrs. Livingston
and Thompson each received 6,003 deferred stock units.
(3) Includes the right to receive the following shares under the Company's
Stock Compensation Conversion Plan in exchange for stock options and stock
appreciation rights issued by the Company's former parent: Messrs. Lapekas,
Clawson, Bankowski, Herdman, and Schumacher hold 67,343, 27,507, 36,977,
31,645, and 29,441 shares, respectively. Also includes 40,000 restricted
shares granted to Mr. Clawson under the Company's Long-Term Stock Incentive
Plan.
(4) Includes 1,000 and 3,000 shares held by the spouses of two executive
officers. These officers specifically disclaim beneficial ownership of
these shares.
(5) Based solely on information contained in a Schedule 13G filed with the
Commission on February 10, 2000.
(6) Based solely on information contained in a Schedule 13G filed with the
Commission on February 14, 2000, by FMR Corp. ("FMR"), Edward C. Johnson,
III (Chairman and owner of 12% of the voting power of FMR), and Abigail P.
Johnson (a director and owner of 24.5% of the voting power of FMR). Based
on the Schedule 13G, FMR has sole voting power as to 186,200 shares of
Common Stock, shared voting power as to no shares of Common Stock, sole
investment power as to 2,903,400 shares of Common Stock and shared
investment power as to no shares of Common Stock.
19
<PAGE> 20
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
CERTAIN TRANSACTIONS BETWEEN DIRECTORS AND THE COMPANY
The law firm of Winston & Strawn, of which Mr. Thompson is a partner
and Chairman of the Executive Committee, was retained as special counsel to the
Board in connection with the Initial Public Offering.
Messrs. Alain Pasquier, Jean-Pierre Rodier, Jean-Dominque Senard and
Mrs. Christel Bories are executive officers of Pechiney, a company which holds
approximately 45.5% of the outstanding common stock of the Company.
TRANSACTIONS AND AGREEMENTS WITH PECHINEY
ALUMINUM PURCHASES. The Company purchases a portion of its aluminum
supplies from Pechiney Rhenalu, a subsidiary of Pechiney, on an arm's length
basis and under normal market terms and conditions. The aluminum purchased
represented approximately 15% of the Company's total aluminum purchases in 1999.
In 1999, the approximate value of these purchases was $179 million.
The Company also has an agreement with Pechiney World Trade, a
subsidiary of Pechiney, under which Pechiney World Trade procures used aluminum
beverage cans on the open market to satisfy a portion of the Company's aluminum
can sheet supply. This is an arm's length agreement.
BEER BOTTLE TECHNOLOGY OPTION AGREEMENT. The Company has entered into
an agreement with Pechiney that may give the Company access to Pechiney's
multilayer plastic beer bottle technology if the Company chooses to enter the
market at any time before July 28, 2001. If, prior to that date, the Company
gives notice to Pechiney, Pechiney may respond by requesting the Company to form
a joint venture with it with respect to the development and production of
multilayer plastic beer bottles. If the Company and Pechiney cannot agree on the
terms of the joint venture, the agreement requires Pechiney to license its
multilayer plastic beer bottle technology to the Company on market terms. As
part of the Stockholders Agreement (the "Stockholders Agreement") entered into
between Pechiney and Rexam in connection with the Merger Agreement, Rexam has
agreed to cause the Company to enter into a termination agreement, in form and
substance reasonably acceptable to Pechiney, terminating the Beer Bottle
Technology Option Agreement, as soon as practicable after Rexam closes the
Offer, but in no event later than five business days thereafter.
ANC TECHNOLOGY OPTION AGREEMENT. The Company has entered into an
agreement that gives Pechiney the option to obtain access from the Company, on
market terms, to drawn and wall-ironed aluminum can forming technology for use
in its non-beverage can operations.
INDEMNITIES AND GUARANTIES. Pechiney Plastic Packaging, Inc. has
agreed to indemnify (and Pechiney has agreed to guarantee these indemnity
obligations) the Company in respect of the following matters:
- POST-EMPLOYMENT BENEFITS OTHER THAN PENSIONS. Pechiney Plastic
Packaging has agreed to assume post- employment benefit obligations
other than pensions for plastic employees and a portion of other
non-beverage can employees. Pechiney and Pechiney Plastic Packaging
will indemnify the Company for any losses the Company may incur
with respect to these obligations.
- VISKASE LITIGATION. The Company is the defendant in patent
infringement proceedings brought by Viskase Corporation. The
proceedings relate to the plastic packaging business that the
Company transferred to Pechiney Plastic Packaging in the
reorganization preceding the Initial Public Offering. Pechiney
Plastic Packaging has agreed to indemnify (and Pechiney has agreed
to guarantee these indemnity obligations) the Company for any
payments the Company may be required to make with respect to the
proceedings.
- EUROPEAN COMMISSION INVESTIGATION. In July 1999, staff of the
Competition Directorate of the European Commission conducted
interviews with staff and inspected documents, in each case on a
voluntary basis, at the Company's European headquarters in the
United Kingdom in connection with an investigation of the
20
<PAGE> 21
European beverage can market. Pechiney has agreed to reimburse the
Company for any monetary sanctions that the European Commission may
impose on the Company as a result of this investigation. In
connection with the Stockholders Agreement, as soon as practicable
after the closing of the Offer, Rexam has agreed to cause the Company
to enter into a termination and release agreement terminating this
indemnification obligation.
- ENVIRONMENTAL. Under U.S. environmental laws and regulations, the
Company is exposed to the risk of substantial costs and liabilities,
including the cost of remediating pollution damage related to its
current or past operations or facilities. These potential costs and
liabilities extend to assets that have been sold and activities that
have been discontinued.
-- PLASTICS OPERATIONS. Pechiney Plastic Packaging has agreed to
indemnify the Company against any losses the Company may incur
with respect to environmental liabilities relating to identified
and unidentified past and present plastics operations and
facilities. This indemnity extends to assets that have been sold
and activities that have been discontinued. Pechiney has not
guaranteed and is not legally required to support this
obligation.
-- OTHER NON-BEVERAGE CAN OPERATIONS. For any unidentified
liabilities relating to other non-beverage can operations,
Pechiney has agreed to indemnify the Company in part against any
losses the Company may incur. This partial indemnity is limited
to 80% of any direct loss the Company suffers and is valid for
ten years following the date of the Initial Public Offering.
Each claim is subject to a $0.5 million deductible and the
indemnity is limited to a maximum overall amount of $75 million.
Pechiney's indemnity relates only to other non-beverage can
operations that the Company has transferred, sold or shut down
in the past. It does not include the plastics operations, which
are covered by Pechiney Plastic Packaging's indemnity only. The
Company may be exposed to contingent liability to the extent
that the identified liabilities exceed the Company's reserve
amounts, or any unidentified liabilities exceed the partial
indemnity from Pechiney.
SERVICES AGREEMENTS. Prior to the Initial Public Offering, Pechiney
provided the Company with treasury and exchange rate services. After the Initial
Public Offering, the Company has obtained these services from third party
sources. The Company also shared a number of other services with the
non-beverage can activities in Pechiney's U.S. packaging group. In connection
with the reorganization prior to the Initial Public Offering, the Company
entered into two agreements regarding these services:
- For most of the corporate services that the Company shared with
Pechiney's U.S. plastic packaging operations, the relevant service
departments were divided between Pechiney Plastic Packaging and the
Company. The payroll, retiree, related information technology,
employee benefits design and administration, communications and
certain legal services were transferred to Pechiney Plastic
Packaging. The Company was able to purchase those services from
Pechiney Plastic Packaging under a Shared Services Agreement. The
agreement specifies that the services will be provided on an arm's
length basis. The Shared Services Agreement has a term of five years
and may be extended by written agreement. The Company has the right
to cancel the services under the agreement, in part or in full, upon
one, three or six months' notice, depending on the service. As soon
as practicable after Rexam purchases Shares in the Offer, but in no
event later than five business days thereafter, Rexam has also agreed
to cause the Company to enter into an amendment, in form and
substance reasonably acceptable to Pechiney, amending the term of the
Shared Services Agreement, to expire 12 months following Rexam's
closing of the Offer. Pechiney has waived any rights to receive a
termination fee in connection with the termination of the Shared
Services Agreement.
The Company also entered into a Reciprocal Services Agreement with
Pechiney Plastic Packaging under which the Company and Pechiney Plastic
Packaging provide each other with other corporate services. The Reciprocal
Corporate Services Agreement has a term of five years and may be extended by
written agreement. Both parties have the right to cancel the services under the
Reciprocal Services Agreement, in part or in full, upon 180 days' notice.
21
<PAGE> 22
The total amount of these services, as well as certain research and
development services rendered prior to the Initial Public Offering, for 1999 was
approximately $5.7 million.
MASTER NETTING AND AMENDMENT AGREEMENT. Prior to the Initial Public
Offering, Pechiney and several of its subsidiaries, which subsidiaries have
since become subsidiaries of the Company, entered into a number of currency
protection transactions with Pechiney under which Pechiney purchased foreign
currencies, or sold foreign currencies, at specified rates in order to reduce
its exposure to exchange rate fluctuations. The Master Netting and Amendment
Agreement covers all foreign exchange transactions, interest rates and currency
swaps, options, caps, collars, and floors, and any similar transactions which
have been or may be entered into in the future between Pechiney and any of the
Company's subsidiaries. If either Pechiney or one of the Company's subsidiaries
defaults under a transaction, then the non-defaulting party is entitled to
terminate all transactions outstanding between it and the defaulting party at
that time, and net the aggregate termination amounts payable. If one of the
Company's subsidiaries has to pay a net termination amount, the Company has
unconditionally guaranteed that payment. If the Company defaults on this
guarantee, then transactions with all of the Company's other subsidiaries will
be terminated and Pechiney may set-off all net termination amounts payable to
and from those subsidiaries. Likewise, if Pechiney has to pay a net termination
amount to one of the Company's subsidiaries but fails to do so, then all
transactions outstanding between Pechiney and that subsidiary at that time will
be terminated, and the subsidiary may set-off all net termination amounts
payable between it and Pechiney.
REORGANIZATION AGREEMENTS. The reorganization of Pechiney's U.S.
packaging group that led to the Initial Public Offering was effected by a number
of agreements. These agreements provided for the transfer of the non- beverage
can activities to Pechiney Plastic Packaging and the transfer of Pechiney
Plastic Packaging to Pechiney. These agreements also set out various indemnities
from Pechiney Plastic Packaging and Pechiney which are discussed above. Among
the reorganization agreements are:
- CONTRIBUTION, ASSIGNMENT AND ASSUMPTION AGREEMENT. The Company
entered into a Contribution, Assignment and Assumption Agreement with
Pechiney Plastic Packaging providing for the transfer of the plastic
packaging operations to Pechiney Plastic Packaging in exchange for
100% of Pechiney Plastic Packaging's common stock. As a result of
this agreement, the Company separated its plastic packaging
operations into a distinct, wholly owned subsidiary, which was
transferred to Pechiney.
- STOCK PURCHASE AGREEMENT. The Company entered into a stock purchase
agreement with Pechiney in which all of the Company shares of
Pechiney Plastic Packaging common stock were sold to Pechiney in
exchange for all of the shares of American National Can Company
common stock held by Pechiney prior to the sale. The effect of the
agreement was to complete the transfer of the plastic packaging
operations to Pechiney and to make the Company's operating company a
wholly owned subsidiary of Pechiney North America.
- FEEP CONTRIBUTION AGREEMENT. A contribution agreement was entered
into with Financiere Europeenne d'Emballages Pechiney, known as FEEP,
in which FEEP agreed to transfer to American National Can Company all
of its interest in three of its beverage can group companies:
American National Can Company do Brasil, Nacanco Holding Europe and
Nacanco Holding France. In exchange, the Company issued to FEEP
40,282,000 shares of the Company's common stock.
- OTHER STOCK TRANSFER AGREEMENTS. Additional stock transfer agreements
were entered into with Pechiney in which Pechiney transferred all of
its interest in Pechiney North America and its international beverage
can operations to the Company in exchange for the sum of $310
million. Pechiney had previously contributed this amount to the
Company as a capital contribution.
- REGISTRATION RIGHTS. The Company entered into a Registration Rights
Agreement with Pechiney under which, if Pechiney wishes to sell more
shares of the common stock of the Company owned by Pechiney, the
Company, if requested by Pechiney, will register those shares.
22
<PAGE> 23
LOANS TO PECHINEY SUBSIDIARY. Pechiney Scheuch, an indirect subsidiary
of Pechiney owed America National Can Holdings (Europe) BV, an indirect
subsidiary of the Company, 10,618,000 Dms (approximately $5.4 million) as of
December 31, 1999. The loan was taken out December 22, 1992 and will mature
December 22, 20001 and bears interest at the rate of 7.75%. Also, Pechiney
Scheuch owed American National Can Iberica, an indirect subsidiary of the
Company, 3,982,000 DMs (approximately $2 million) as of December 31, 1999. The
loan was taken out December 22, 1992 and will mature December 22, 2001 and bears
interest at the rate of 7.75%.
23
<PAGE> 24
PERFORMANCE GRAPH
The following graph presents a comparison of the cumulative stockholder
return on the Common Stock of the Company for the period beginning July 28, 1999
(the date on which the Company's Common Stock was first listed on the NYSE), and
ending December 31, 1999, as measured against (i) the Standard & Poor's 500
Stock Index and (ii) the performance of peer issuers in the Company's industry.
The returns shown assume that $100 was invested in the Company's Common
Stock and in each of the two indices starting on July 28, 1999. The returns
shown also assume that all dividends paid during the period shown were
reinvested. Stockholders are cautioned against drawing any conclusions from the
data contained therein, as past performance is no guarantee of future results.
[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
JULY 28, AUGUST SEPTEMBER OCTOBER NOVEMBER DECEMBER
1999 1999 1999 1999 1999 1999
-------- ------ --------- ------- -------- --------
<S> <C> <C> <C> <C> <C> <C>
AMERICAN NATIONAL CAN
GROUP, INC. $100.00 $96.32 $93.01 $ 75.18 $ 77.81 $ 78.18
S & P 500 $100.00 $99.51 $96.78 $ 102.90 $ 104.99 $ 111.18
PEER GROUP $100.00 $93.09 $84.53 $ 88.27 $ 81.51 $ 85.78
</TABLE>
- ---------------------------
NOTE: Peer group consists of AEP Industries Inc., Applied Extrusion
Technologies, Inc., AptarGroup, Inc., Ball Corporation, Bemis Company,
Inc., BWAY Corporation, Caraustar Industries, Inc., Crown Cork & Seal
Company, Inc., Ivex Packaging Corporation, Owens-Illinois, Inc., Pactiv
Corporation, Rock-Tenn Company, Sealed Air Corporation, Shorewood
Packaging Corporation, Silgan Holdings Inc., Sonoco Products Company and
U.S. Can Corporation.
24
<PAGE> 25
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K.
(a) (1) Financial Statements:
See "Index to Consolidated Financial Statements" set forth in Item 8,
"Financial Statements and Supplementary Data" of the Company's Form
10-K.
(2) Financial Statement Schedules:
All schedules are omitted because they are not applicable or the
required information is shown in the financial statements or notes
thereto.
(1) Exhibits:
See the Index to Exhibits which appears at the end of this document and
which is incorporated by reference herein.
(b) Reports on Form 8-K:
The Company did not file any Current Reports on Form 8-K during the
fourth quarter of the fiscal year ended December 31, 1999.
25
<PAGE> 26
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this Amendment to its report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
AMERICAN NATIONAL CAN GROUP, INC.
By: /s/ Edward A. Lapekas
------------------------------
Edward A. Lapekas
Chairman and Chief Executive
Officer
Date: April 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this
Amendment to Form 10-K has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Edward A. Lapekas Chairman and Chief Executive Officer April 28, 2000
- ------------------------------------- and Director
Edward A. Lapekas
/s/ Alan H. Schumacher Executive Vice President and April 28, 2000
- ------------------------------------- Chief Financial Officer
Alan H. Schumacher
/s/ John G. LaBahn Vice President, Controller and April 28, 2000
- ------------------------------------- Chief Accounting Officer
John G. LaBahn
Frank W. Considine, Ronald J. Gidwitz,
George D. Kennedy, Homer J. Livingston, Jr.,
Roland H. Meyer, Jr., James J. O'Connor,
Alain Pasquier, Jean-Pierre Rodier,
Jean-Dominique Senard,
and James R. Thompson Directors
By: /s/ Edward A. Lapekas April 28, 2000
---------------------------------
Edward A. Lapekas
Attorney-in-fact
</TABLE>
26
<PAGE> 27
INDEX TO EXHIBITS
The following exhibits are filed as exhibits to the Company's Annual
Report on Form 10-K for the fiscal year ended December 31, 1999, or incorporated
therein by reference. Exhibit Nos. 3.1.1, 4.2, 10.3, 10.33 through 10.40, 21,
23, 24 and 27 were filed with the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999. Exhibit Nos. 10.41 through 10.45 are filed
with the Company's Form 10K/A for the fiscal year ended December 31, 1999.
Exhibits marked with an asterisk were filed as exhibits to the Company's
Registration Statement on Form S-1, No. 333-76699 and are incorporated by this
reference. Exhibit 10.3 was filed as Exhibit 10.1 to the Company's Form 10-Q for
the quarterly period ended September 30, 1999 and is incorporated by this
reference. Exhibit Nos. 10.46 through 10.54 were filed as Exhibit Nos. (e)(1)
and (e)(3) through (e)(10), respectively, to the Company's Schedule 14d-9 which
was filed on April 10, 2000 and are incorporated by this reference. References
in the list of the exhibits to the "Company" refer to American National Can
Group, Inc.
*3.1 Certificate of Incorporation of the Registrant.
3.1.1 Certificate of Correction of the Certificate of Amendment to the
Certificate of Incorporation, dated July 29, 1999, and Certificate
of Amendment of Certificate of Incorporation, dated July 28, 1999
*3.2 By-laws of the Registrant.
*4.1 Form of Registration Rights Agreement.
4.2 Specimen of stock certificates for the common stock of the Company.
*10.1 Aluminum Purchase/Sales Supply Agreement between the Company and
Alcan Rolled Products Company (Confidential treatment of certain
portions granted. Confidential material was separately filed with
the Securities and Exchange Commission under an application for
confidential treatment).
*10.2 Aluminum Purchase Agreement between the Company and Aluminum Company
of America (Confidential treatment of certain portions granted.
Confidential material was separately filed with the Securities and
Exchange Commission under an application for confidential
treatment).
10.3 Can Supply Agreement between the Company and CocaCola Enterprises
Inc. (Confidential treatment of certain portions granted.
Confidential material was 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.
27
<PAGE> 28
*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 Amended and Restated Executive Employment Agreement, dated May
28, 1999, between American National Can Company and Curtis
Clawson.
+*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 Employment Agreement, dated January 15, 1996, between American
National Can Company and Allan Bohner.
+10.26 Employment Agreement, dated March 15, 1997, between American
National Can Company and Thomas Buckley.
*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.
+10.32 Employment Agreement, dated February 18, 2000, between American
National Can Company and William Francois.
10.33 5-Year Revolving Credit Agreement, dated as of July 22, 1999,
among the Company, certain of its subsidiaries, specified
institutional lenders, The First National Bank of Chicago, as
Administrative Agent, The Chase Manhattan Bank, as Syndication
Bank, ABN AMRO Bank N.V., as Co-Documentation Agent and
Arranger, Royal Bank of Canada as Co-Documentation
28
<PAGE> 29
Agent and Arranger, Banque Nationale De Paris, as Arranger,
Chase Securities Inc., as Lead Arranger and Joint Book Manager,
and Bank One Capital Markets, Inc., as Lead Arranger and Joint
Book Manager.
10.34 364-Day Credit Agreement, dated as of July 22, 1999, by and
among the Company, certain of its subsidiaries, specified
institutional lenders and the other parties listed in Exhibit
10.32.
10.35 5-Year Finance Facility Agreement, dated as of July 22, 1999,
among ABN AMRO Bank N.V., as Agent and as a Lender, Windmill
Funding Corporation and the Company.
10.36 364-Day Finance Facility Agreement, dated as of July 22, 1999,
among ABN AMRO Bank N.V., as Agent and as a Lender, Windmill
Funding Corporation and the Company.
10.37 Guaranty, dated as of July 22, 1999, by Pechiney North America,
Inc. and American National Can Company with respect to the
5-Year Credit Agreement and the 364-Day Credit Agreement.
10.38 Subordination Agreement, dated as of July 22, 1999, among the
Company, Pechiney North America, Inc. and American National Can
Company.
10.39 Guaranty, dated as of July 22, 1999, by Pechiney North America,
Inc. and American National Can Company with respect to the
5-Year Credit Facility Agreement and the 364- Day Credit
Facility Agreement.
10.40 Subordination Agreement, dated as of July 22, 1999, by and
among the Company, Pechiney North America, Inc. and American
National Can Company with respect to the 5-Year Credit Facility
Agreement and the 364-Day Credit Facility Agreement.
+10.41 First Amendment to Amended and Restated Executive Employment
Agreement, dated as of March 15, 2000, between the Company,
American National Can Company and Curtis Clawson.
+10.42 First Amendment to Amended and Restated Employment Agreement,
dated as of March 15, 2000, between the Company, American
National Can Company and Edward A. Lapekas.
+10.43 First Amendment to Amended and Restated Employment Agreement,
dated as of March 15, 2000, between the Company, American
National Can Company and Michael D. Herdman.
+10.44 First Amendment to Amended and Restated Employment Agreement,
dated as of March 15, 2000, between the Company, American
National Can Company and Alan H. Schumacher.
+10.45 First Amendment to Amended and Restated Employment Agreement,
dated as of March 15, 2000, between the Company, American
National Can Company and Dennis R. Bankowski.
10.46 Agreement and Plan of Merger, dated as of March 31, 2000, among
Rexam PLC, Rexam Acquisition Subsidiary Inc. and the Company.
10.47 Confidentiality Agreement, dated as of March 10, 2000, between
Rexam PLC and the Company.
+10.48 First Amendment to Agreement, dated as of March 31, 2000, among
American National Can Company, the Company and Allan Bohner.
29
<PAGE> 30
+10.49 Second Amendment to Amended and Restated Executive Employment
Agreement, dated as of March 31, 2000, among American National
Can Company, the Company and Curtis J. Clawson.
+10.50 Second Amendment to Amended and Restated Executive Employment
Agreement, dated as of March 31, 2000, among American National
Can Company, the Company and Edward A. Lapekas.
+10.51 Second Amendment to Amended and Restated Executive Employment
Agreement, dated as of March 31, 2000, among American National
Can Company, the Company and Dennis R. Bankowski.
+10.52 Second Amendment to Amended and Restated Executive Employment
Agreement, dated as of March 31, 2000, among American National
Can Company, the Company and Michael D. Herdman.
+10.53 Second Amendment to Amended and Restated Executive Employment
Agreement, dated as of March 31, 2000, among American National
Can Company, the Company and Alan A. Schumacher.
+10.54 First Amendment to Agreement among American National Can
Company, the Company and William A. Francois, dated as of March
31, 2000.
21 Subsidiaries of the Registrants.
23 Consent of PricewaterhouseCoopers LLP.
24 Powers of Attorney for the following directors: Frank W.
Considine, Ronald J. Gidwitz, George D. Kennedy, Homer J.
Livingtston, Jr., Roland H. Meyer, Jr., James J. O'Connor,
Alain Pasquier, Jean-Pierre Rodier, Jean-Dominique Senard and
James R. Thompson.
27 Financial Data Schedule.
- --------------------
+ Management contract or compensatory plan or arrangement.
30
<PAGE> 1
EXHIBIT 10.41
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into as
of this 15th day of March, 2000, by and between American National Can Company, a
Delaware corporation, and American National Can Group, Inc., a Delaware
corporation (collectively the "Company"), and Curtis J. Clawson (the
"Executive").
RECITALS:
A. The Company and the Executive are parties to an Amended and
Restated Executive Employment Agreement (the "Agreement").
B. The parties have agreed to update the Agreement to reflect changes
in the base salary and the duties and responsibilities of the Executive.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which the parties hereby acknowledge, the
parties agree as follows:
1. AMENDMENT TO 1(J). 1(j) is amended by substituting the first sentence to
read as follows:
"(j) "GOOD REASON" means (A) (i) prior to the date of a Change of Control, a
material reduction in the Executive's status, duties or responsibilities as
in effect on the date of this Agreement, or (ii) from and after the date of
a Change of Control, a material reduction in the Executive's status, duties
or responsibilities as in effect on the date of the Change of Control as
reflected in the job description for the Executive on file in the Human
Resources Office of the Company immediately before the Change of Control,
or (B) a reduction in the Executive's annual target compensation
opportunity, defined as the sum of (I) base salary; (II) targeted annual
incentive award; and (III) subject to the next sentence, the targeted
long-term incentive award under any Company Equity Plan, payable by either
the Company or a successor company for a calendar year, or (C) the
Executive is required to relocate outside of a fifty mile radius of his
current office without his prior written consent following a Change of
Control, or (D) the Company fails to pay Executive any amount otherwise
vested and due under the Agreement, any prior agreement, or any plan or
policy of the Company, which such failure is not cured within thirty (30)
days following written notice of failure given to the Company, or (E) the
Company fails to obtain an agreement to expressly assume the executive
employment Agreement from any successor company to the Company, or (F) the
Company is in material breach of the Agreement, which breach is not cured
within thirty (30) days following written notice of breach given to the
Company."
<PAGE> 2
2. AMENDMENT TO 2(B). 2(b) is amended to read as follows:
"(b) DUTIES AND RESPONSIBILITIES. For so long as the Executive's employment with
the Company continues, the Executive will devote his full business time,
attention and best efforts to the affairs of the Company, will faithfully
serve the Company, and in all respects conform to and comply with the
lawful directions and instruct ions consistent with his position as Senior
Vice President--Beverage Cans Americas of ANCC, and (i) prior to December
15, 1999, Executive Vice President -ANCG, and President-- Beverage Cans
Americas of ANCG, and (ii) from and after December 15, 1999, President and
Chief Operating Officer of ANCG, given to him by the Company's Chairman and
Chief Executive Officer, any other executive or executives to whom he
reports, or the Board."
3. AMENDMENT TO 2(E). 2(e) is amended by substituting the first sentence to
read as follows:
"(e) BASE SALARY. The Executive shall receive a salary of (i) prior to January
1, 2000, $27,083.33 per month, $325,000 on an annual basis and (ii) from
and after January 1, 2000, a salary of $39,583.33 per month, $475,000 on an
annual basis."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 15th
day of March, 2000.
AMERICAN NATIONAL CAN COMPANY
By: /s/ Edward Lapekas
----------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
AMERICAN NATIONAL CAN GROUP, INC.
By: /s/ Edward Lapekas
----------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Curtis J. Clawson
----------------------------------------
Curtis J. Clawson
2
<PAGE> 1
EXHIBIT 10.42
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into as
of this 15th day of March, 2000, by and between American National Can Company, a
Delaware corporation, and American National Can Group, Inc., a Delaware
corporation (collectively the "Company"), and Edward Lapekas (the "Executive").
RECITALS:
A. The Company and the Executive are parties to an Amended and
Restated Executive Employment Agreement (the "Agreement").
B. The parties have agreed to update the Agreement to reflect changes
in the base salary and the duties and responsibilities of the Executive.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which the parties hereby acknowledge, the
parties agree as follows:
1. AMENDMENT TO 1(J). 1(j) is amended by substituting the first sentence to
read as follows:
"(j) "GOOD REASON" means (A) (i) prior to the date of a Change of Control, a
material reduction in the Executive's status, duties or responsibilities as
in effect on the date of this Agreement, or (ii) from and after the date of
a Change of Control, a material reduction in the Executive's status, duties
or responsibilities as in effect on the date of the Change of Control as
reflected in the job description for the Executive on file in the Human
Resources Office of the Company immediately before the Change of Control,
or (B) a reduction in the Executive's annual target compensation
opportunity, defined as the sum of (I) base salary; (II) targeted annual
incentive award; and (III) subject to the next sentence, the targeted
long-term incentive award under any Company Equity Plan, payable by either
the Company or a successor company for a calendar year, or (C) the
Executive is required to relocate outside of a fifty mile radius of his
current office without his prior written consent following a Change of
Control, or (D) the Company fails to pay Executive any amount otherwise
vested and due under the Agreement, any prior agreement, or any plan or
policy of the Company, which such failure is not cured within thirty (30)
days following written notice of failure given to the Company, or (E) the
Company fails to obtain an agreement to expressly assume the executive
employment Agreement from any successor company to the Company, or (F) the
Company is in material breach of the Agreement, which breach is not cured
within thirty (30) days following written notice of breach given to the
Company."
<PAGE> 2
2. AMENDMENT TO 2(B). 2(b) is amended to read as follows:
"(b) DUTIES AND RESPONSIBILITIES. For so long as the Executive's employment with
the Company continues, the Executive will devote his full business time,
attention and best efforts to the affairs of the Company, will faithfully
serve the Company, and in all respects conform to and comply with the
lawful directions and instruct ions consistent with his position as Senior
Vice President and Chief Operating Officer--Beverage Cans Worldwide of
ANCC, and (i) prior to July 28, 1999, President and Chief Executive Officer
of ANCG, and (ii) from and after July 28, 1999, Chairman and Chief
Executive Officer of ANCG, given to him by the Board or the Chairman of the
Executive Committee of the Board."
3. AMENDMENT TO 2(E). 2(e) is amended by substituting the first sentence to
read as follows:
"(e) BASE SALARY. The Executive shall receive a salary of (i) prior to July 28,
1999, $43,750 per month, $525,000 on an annual basis and (ii) from and
after July 28, 1999, and prior to February 24, 2000, a salary of $54,166.67
per month, $650,000 on an annual basis and (iii) from and after February
24, 2000 a salary of $58,333.33 per month, $700,000 on an annual basis."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 15th
day of March, 2000.
AMERICAN NATIONAL CAN COMPANY
By: /s/ Dennis Bankowksi
----------------------------------------
Dennis Bankowski
Executive Vice President -- Administration
AMERICAN NATIONAL CAN GROUP, INC.
By: /s/ Dennis Bankowksi
----------------------------------------
Dennis Bankowski
Executive Vice President -- Administration
EXECUTIVE
/s/ Edward Lapekas
----------------------------------------
Edward Lapekas
2
<PAGE> 1
EXHIBIT 10.43
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into as
of this 15th day of March, 2000, by and between American National Can Company, a
Delaware corporation, and American National Can Group, Inc., a Delaware
corporation (collectively the "Company"), and Michael D. Herdman (the
"Executive").
RECITALS:
A. The Company and the Executive are parties to an Amended and
Restated Executive Employment Agreement (the "Agreement").
B. The parties have agreed to update the Agreement to reflect changes
in the base salary and the duties and responsibilities of the Executive.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which the parties hereby acknowledge, the
parties agree as follows:
1. AMENDMENT TO 1(J). 1(j) is amended by substituting the first sentence to
read as follows:
"(j) "GOOD REASON" means (A) (i) prior to the date of a Change of Control, a
material reduction in the Executive's status, duties or responsibilities as
in effect on the date of this Agreement, or (ii) from and after the date of
a Change of Control, a material reduction in the Executive's status, duties
or responsibilities as in effect on the date of the Change of Control as
reflected in the job description for the Executive on file in the Human
Resources Office of the Company immediately before the Change of Control,
or (B) a reduction in the Executive's annual target compensation
opportunity, defined as the sum of (I) base salary; (II) targeted annual
incentive award; and (III) subject to the next sentence, the targeted
long-term incentive award under any Company Equity Plan, payable by either
the Company or a successor company for a calendar year, or (C) the
Executive is required to relocate outside of a fifty mile radius of his
current office without his prior written consent following a Change of
Control, or (D) the Company fails to pay Executive any amount otherwise
vested and due under the Agreement, any prior agreement, or any plan or
policy of the Company, which such failure is not cured within thirty (30)
days following written notice of failure given to the Company, or (E) the
Company fails to obtain an agreement to expressly assume the executive
employment Agreement from any successor company to the Company, or (F) the
Company is in material breach of the Agreement, which breach is not cured
within thirty (30) days following written notice of breach given to the
Company."
<PAGE> 2
2. AMENDMENT TO 2(B). 2(b) is amended to read as follows:
"(b) DUTIES AND RESPONSIBILITIES. For so long as the Executive's employment with
the Company continues, the Executive will devote his full business time,
attention and best efforts to the affairs of the Company, will faithfully
serve the Company, and in all respects conform to and comply with the
lawful directions and instruct ions consistent with his position as Senior
Vice President - Beverage Cans Europe and Asia of ANCC, and (i) prior to
July 28, 1999, Executive Vice President ANCG and President - Beverage Cans
Europe and Asia of ANCG, and (ii) from and after July 28, 1999, Executive
Vice President - ANCG and President - Beverage Cans Europe and Asia of
ANCG, given to him by the Company's Chairman and Chief Executive Officer,
any other executive or executives to whom he reports, or the Board."
3. AMENDMENT TO 2(E). 2(e) is amended by substituting the first sentence to
read as follows:
"(e) BASE SALARY. The Executive shall receive a salary of (i) prior to January
1, 2000, $25,916.67 per month, $311,000 on an annual basis and (ii) from
and after January 1, 2000, a salary of $27,333.33 per month, $328,000 on an
annual basis."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 15th
day of March, 2000.
AMERICAN NATIONAL CAN COMPANY
By: /s/ Edward Lapekas
----------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
AMERICAN NATIONAL CAN GROUP, INC.
By: /s/ Edward Lapekas
----------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Michael D. Herdman
----------------------------------------
Michael D. Herdman
2
<PAGE> 1
EXHIBIT 10.44
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT is entered into as
of this 15th day of March, 2000, by and between American National Can Company, a
Delaware corporation, and American National Can Group, Inc., a Delaware
corporation (collectively the "Company"), and Alan H. Schumacher (the
"Executive").
RECITALS:
A. The Company and the Executive are parties to an Amended and
Restated Executive Employment Agreement (the "Agreement").
B. The parties have agreed to update the Agreement to reflect changes
in the base salary and the duties and responsibilities of the Executive.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which the parties hereby acknowledge, the
parties agree as follows:
1. AMENDMENT TO 1(J). 1(j) is amended by substituting the first sentence to
read as follows:
"(j) "GOOD REASON" means (A) (i) prior to the date of a Change of Control, a
material reduction in the Executive's status, duties or responsibilities as
in effect on the date of this Agreement, or (ii) from and after the date of
a Change of Control, a material reduction in the Executive's status, duties
or responsibilities as in effect on the date of the Change of Control as
reflected in the job description for the Executive on file in the Human
Resources Office of the Company immediately before the Change of Control,
or (B) a reduction in the Executive's annual target compensation
opportunity, defined as the sum of (I) base salary; (II) targeted annual
incentive award; and (III) subject to the next sentence, the targeted
long-term incentive award under any Company Equity Plan, payable by either
the Company or a successor company for a calendar year, or (C) the
Executive is required to relocate outside of a fifty mile radius of his
current office without his prior written consent following a Change of
Control, or (D) the Company fails to pay Executive any amount otherwise
vested and due under the Agreement, any prior agreement, or any plan or
policy of the Company, which such failure is not cured within thirty (30)
days following written notice of failure given to the Company, or (E) the
Company fails to obtain an agreement to expressly assume the executive
employment Agreement from any successor company to the Company, or (F) the
Company is in material breach of the Agreement, which breach is not cured
within thirty (30) days following written notice of breach given to the
Company."
<PAGE> 2
2. AMENDMENT TO 2(B). 2(b) is amended to read as follows:
"(b) DUTIES AND RESPONSIBILITIES. For so long as the Executive's employment with
the Company continues, the Executive will devote his full business time,
attention and best efforts to the affairs of the Company, will faithfully
serve the Company, and in all respects conform to and comply with the
lawful directions and instruct ions consistent with his position as Senior
Vice President and Chief Financial Officer of ANCC, and (i) prior to and
after July 28, 1999, Executive Vice President - ANCG and Chief Financial
Officer of ANCG given to him by the Company's Chairman and Chief Executive
Officer, any other executive or executives to whom he reports, or the
Board."
3. AMENDMENT TO 2(E). 2(e) is amended by substituting the first sentence to
read as follows:
"(e) BASE SALARY. The Executive shall receive a salary of (i) prior to July 28,
1999, $22,125.00 per month, $265,500 on an annual basis and (ii) from and
after July 28, 1999, and prior to January 1, 2000, a salary of $25,000 per
month, $300,000 on an annual basis and (iii) from and after January 1, 2000
a salary of $29,166.67 per month, $350,000 on an annual basis."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 15th
day of March, 2000.
AMERICAN NATIONAL CAN COMPANY
By: /s/ Edward Lapekas
------------------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
AMERICAN NATIONAL CAN GROUP, INC.
By: /s/ Edward Lapekas
------------------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Alan H. Schumacher
------------------------------------------------
Alan H. Schumacher
<PAGE> 1
EXHIBIT 10.45
FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EXECUTIVE EMPLOYMENT is entered into as of this
15th day of March, 2000, by and between American National Can Company, a
Delaware corporation, and American National Can Group, Inc., a Delaware
corporation (collectively the "Company"), and Dennis R. Bankowski (the
"Executive").
RECITALS:
A. The Company and the Executive are parties to an Amended and
Restated Executive Employment Agreement (the "Agreement").
B. The parties have agreed to update the Agreement to reflect changes
in the base salary and the duties and responsibilities of the Executive.
NOW, THEREFORE, in consideration of the premises and other good and
valuable consideration, the receipt of which the parties hereby acknowledge, the
parties agree as follows:
1. AMENDMENT TO 1(J). 1(j) is amended by substituting the first sentence to
read as follows:
"(j) "GOOD REASON" means (A) (i) prior to the date of a Change of Control, a
material reduction in the Executive's status, duties or responsibilities as
in effect on the date of this Agreement, or (ii) from and after the date of
a Change of Control, a material reduction in the Executive's status, duties
or responsibilities as in effect on the date of the Change of Control as
reflected in the job description for the Executive on file in the Human
Resources Office of the Company immediately before the Change of Control,
or (B) a reduction in the Executive's annual target compensation
opportunity, defined as the sum of (I) base salary; (II) targeted annual
incentive award; and (III) subject to the next sentence, the targeted
long-term incentive award under any Company Equity Plan, payable by either
the Company or a successor company for a calendar year, or (C) the
Executive is required to relocate outside of a fifty mile radius of his
current office without his prior written consent following a Change of
Control, or (D) the Company fails to pay Executive any amount otherwise
vested and due under the Agreement, any prior agreement, or any plan or
policy of the Company, which such failure is not cured within thirty (30)
days following written notice of failure given to the Company, or (E) the
Company fails to obtain an agreement to expressly assume the executive
employment Agreement from any successor company to the Company, or (F) the
Company is in material breach of the Agreement, which breach is not cured
within thirty (30) days following written notice of breach given to the
Company."
<PAGE> 2
2. AMENDMENT TO 2(B). 2(b) is amended to read as follows:
"(b) DUTIES AND RESPONSIBILITIES. For so long as the Executive's employment with
the Company continues, the Executive will devote his full business time,
attention and best efforts to the affairs of the Company, will faithfully
serve the Company, and in all respects conform to and comply with the
lawful directions and instructions consistent with his position as Senior
Vice President - Corporate Services of ANCC, and (i) prior to July 28,
1999, Executive Vice President - Administration and Human Resources of
ANCG, and (ii) from and after July 28, 1999, Executive Vice President -
Administration and Chief Human Resource Officer of ANCG given to him by the
Company's Chairman and Chief Executive Officer, any other executive or
executives to whom he reports, or the Board."
3. AMENDMENT TO 2(E). 2(e) is amended by substituting the first sentence to
read as follows:
"(e) BASE SALARY. The Executive shall receive a salary of (i) prior to January
1, 2000, $26,833.33 per month, $322,000 on an annual basis and (ii) from
and after January 1, 2000, a salary of $28,333.33 per month, $340,000 on an
annual basis."
IN WITNESS WHEREOF, the parties hereto have executed this Amendment this 15th
day of March, 2000.
AMERICAN NATIONAL CAN COMPANY
By: /s/ Edward Lapekas
-----------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
AMERICAN NATIONAL CAN GROUP, INC.
By:/s/ Edward Lapekas
-----------------------------------------
Edward Lapekas
Chairman and Chief Executive Officer
EXECUTIVE
/s/ Dennis R. Bankowski
-----------------------------------------
Dennis R. Bankowski
2
