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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934 (FEE REQUIRED)
For the fiscal year ended May 31, 1996
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934 (NO FEE REQUIRED)
For the transition period from ____________________ to ___________________
0-21314
(Commission File Number)
A. Full title of the plan and the address of the plan, if different from
that of the issuer named below:
U.S. CAN CORPORATION EMPLOYEE STOCK PURCHASE PLAN
B. Name of issuer of the securities held pursuant to the plan and the
address of its principal executive office:
U.S. CAN CORPORATION
900 Commerce Drive
Oak Brook, Illinois 60521
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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
To U.S. Can Corporation:
We have audited the accompanying statement of income and changes in Plan equity
of the U.S. CAN CORPORATION EMPLOYEE STOCK PURCHASE PLAN for the year ended May
31, 1996. This financial statement is the responsibility of the Plan's
management. Our responsibility is to express an opinion on this financial
statement based on our audit.
We conducted our audit in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statement is free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statement. An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the financial statement referred to above presents fairly, in
all material respects, the results of operations of the U.S. Can Corporation
Employee Stock Purchase Plan for the year ended May 31, 1996, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 26, 1996
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U.S. CAN CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED MAY 31, 1996
<TABLE>
<S> <C>
PARTICIPANT CONTRIBUTIONS $ 462,156
COMPANY CONTRIBUTIONS --
BENEFITS PAID TO PARTICIPANTS (462,156)
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NET CHANGE IN PLAN EQUITY --
PLAN EQUITY AT BEGINNING OF YEAR --
---------
PLAN EQUITY AT END OF YEAR $ --
---------
</TABLE>
The accompanying Notes to Financial Statement are an integral part of this
financial statement.
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U.S. CAN CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENT
MAY 31, 1996
1. DESCRIPTION OF THE PLAN
A. General
The U.S. Can Corporation Employee Stock Purchase Plan ("Plan")
was designed to provide employees of U.S. Can Corporation
("Company") and its subsidiaries with the opportunity to acquire
shares of common stock of the Company ("Stock") by granting
options to such employees on a certain date (the "Grant Date"),
to be exercisable 12 months after the Grant Date (the "Exercise
Date") at an exercise price of $17.2125 per share of Stock which
equated to 85% of the public market price of such shares on the
Grant Date. The Grant Date was June 1, 1995 and the Exercise
Date was May 31, 1996. The Plan was terminated on May 31, 1996.
B. Eligibility
A person was eligible to participate in the Plan if he was either
a salaried employee or a member of a group of employees
designated by the Company's Board of Directors as eligible to
participate in the Plan on both May 1, 1995 and June 1, 1995.
C. Participant Contributions
An eligible employee was able to participate in the Plan only by
payroll deductions. Each eligible employee who elected to
participate in the Plan elected to have payroll deductions of
one, two, three, four, five, six, seven or seven and one-half
percent of his annual salary withheld but in no event less than
$500.
D. Company Contributions
There was no Company contribution to the Plan as the funds
withheld from eligible employees via payroll deductions was
sufficient to purchase the necessary number of shares of stock.
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E. Benefits Paid to Participants
Benefits paid to participant are lump sum payments in Stock to
the participants. Such shares of Stock were acquired by the
Plan from the Company on May 31, 1996 at a price equal to the
public market price per share as of the Grant Date.
2. SIGNIFICANT ACCOUNTING POLICIES
The financial statement was prepared on an accrual basis of
accounting.
3. TAX STATUS
The Plan is not subject to income taxes.
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SIGNATURES
The Plan. Pursuant to the requirements of the Securities Exchange Act of
1934, the Plan administrator has duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
U.S.CAN CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
Date: August 26, 1996 By /s/ Anthony F. Bonadonna
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Anthony F. Bonadonna
Plan Administrator Designate
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Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation of
our report included in this Form 11-K into the Company's previously filed
Registration Statement File Nos. 33-76742 and 33-91820 on Form S-8, and
33-79556 on Form S-3.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 26, 1996
