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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
For the fiscal year ended May 31, 1997
or
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
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 60523
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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, 1997. 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, 1997,
in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 27, 1997
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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, 1997
<TABLE>
<S> <C>
PARTICIPANT CONTRIBUTIONS $621,537
COMPANY CONTRIBUTIONS 109,634
BENEFITS PAID TO PARTICIPANTS (731,171)
--------
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, 1997
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, at the
option of the employee, either immediately or 12 months after the
Grant Date (the "Exercise Date") at an exercise price of $14.55625
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, 1996 and
the deferred Exercise Date was May 31, 1997. The Plan was terminated
on May 31, 1997.
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, 1996 and June 1, 1996.
C. Participant Contributions
An eligible employee was able to participate in the Plan only
by payroll deductions or in cash. Each eligible employee who elected
to participate in the Plan and chose the deferred exercise option
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
The Company's contributions to the Plan represent the 15% spread
between the exercise price and the public market price as of the
Grant Date for all Stock acquired under the Plan.
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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, 1997 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 a non-qualified stock option plan. An employee will not
recognize any income at the time the option is granted. However,
upon exercise of the option, the employee will recognize income equal
to the difference between the exercise price of the option and the
fair market value of the shares of Stock received on the date of
exercise. Any taxable income recognized in connection with an option
exercise will be subject to tax withholding by the Company. Upon
resale of such shares by the employee, the employee's basis for
determining taxable gain or loss would be the amount paid for such
shares plus the amount that was includable in the employee's income
at the time of exercise. Any gain recognized on disposition would
generally be taxed as long-term or short-term capital gain depending
on the length of time the employee is deemed to have held these
shares and holding period in effect at the time.
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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 27, 1997 By /s/ Anthony F. Bonadonna
--------------------------
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, 333-23647 and 333-27441 on Form
S-8, and 33-79556 on Form S-3.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 27, 1997
