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UNITED STATES
SECURITIES AND EXCHANGE COMISSION
Washington, DC 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported) February 20, 1997
U.S. Can Corporation
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(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-21314 06-1094196
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification No.)
900 Commerce Drive, Oak Brook, Illinois 60521
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(Address of Principal Executive Offices) (Zip Code)
(630) 571-2500
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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ITEM 5: Other Events
On February 20, 1997, U.S. Can Corporation (the "Registrant") issued a
news release announcing its sales and earnings for the fourth quarter ended
December 31, 1996 and for the full year. Attached herewith and made a part
hereof is the news release of the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
U.S. CAN CORPORATION
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(Registrant)
Date: March 3, 1997 By: /s/ John R. McGowan
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Vice President and Controller
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Exhibit 99.1
[LOGO] NEWS RELEASE
United States Can Company
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FOR IMMEDIATE RELEASE:
CONTACT: Timothy W. Stonich
Executive Vice President and
Chief Financial Officer
U.S. Can Corporation
(630) 571-2530
U.S. CAN REPORTS HIGHER SALES AND EARNINGS
OAK BROOK, IL, FEBRUARY 20, 1997 - U.S. Can Corporation (NYSE: USC) reported
record net sales of $223.1 million for the fourth quarter of 1996, an increase
of over 45% from the fourth quarter of 1995. Full year sales of $761.4 million,
also a record, were up more than 20% over 1995. Gains in the fourth quarter
and for the year came from improved sales and from acquisitions. Companies
acquired by U.S. Can during the first three quarters of 1996 had combined 1995
sales of $237 million and added approximately $50 million and $76 million to
sales in the fourth quarter and full year, respectively.
During the fourth quarter of 1996, gross margin improved to 10.8% from the
10.3% reported in the prior fourth quarter while full-year margin grew to 12%
from 11.3%. Last year, margins, as well as sales, were negatively impacted by
weak second half demand. In 1996, the fourth quarter and full year were
impacted by the somewhat lower margins of acquired businesses and seasonality of
the new European operations. However, these were more than offset by improved
sales and margins in core operations. U.S. Can expects the integration of
acquired operations will improve overall margins. However, progress will be
limited during the first half of 1997 by the start-up of two plants in Europe,
one in the U.S. and the relocation of another domestic operation.
"The year just past," said William J. Smith, Chairman, President and CEO, "was
remarkable for U.S. Can. We recovered from the poor markets (and disappointing
earnings) in 1995 and continued to benefit from a steady program of capital
investments. We not only fulfilled our strategic objectives, with the expansion
of our metal services business and European presence, but we were able to
improve our capital structure and finance these important investments with a
highly successful oversubscribed long-term debt offering."
900 Commerce Drive, Oak Brook, Illinois 60521, (630) 571-2500
Customer Dedication Builds Quality Containers
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U.S. CAN
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"However," Smith added, "implementing these accomplishments will continue to
require a tremendous effort in terms of human and financial resources.
Therefore, we plan to take a breather from acquisitions in 1997. We will instead
focus our efforts on assimilation and consolidation of what we have and use our
excess cash to reduce our loans. In spite of a full agenda, especially in the
first six months, we expect the new year to be one of growth and improvement
with our full potential to be reached in the second half."
In spite of added expenses associated with acquisitions in 1996, selling,
general and administrative expenses decreased to approximately 4% of sales for
the quarter and year, compared to approximately 4.4% for both periods last
year. As a result, operating profit of $15.1 million for the fourth quarter and
$61.5 million for the year improved dramatically over the prior periods.
Operating margins of almost 7% for the quarter and over 8% for the year, while
substantially improved from 1995, were impacted by the same factors affecting
gross margin.
Interest expense increased during the fourth quarter from $6.1 million in 1995
to $8.9 million in 1996. The higher level reflects additional loans to make
acquisitions and the refinancing of short-term bank debt with the proceeds of
the 10 1/8% $275 million note issue. The company believes more permanent
long-term capital is the most appropriate means to finance acquisitions, and,
due to the strong demand, it was able to borrow $50 million more than planned
in the offering. As a result, repayment of lower cost, short-term debt with the
note proceeds will continue to generate somewhat higher interest expense even
though a portion of the proceeds was used to redeem higher cost 13.5% bonds.
Net income before extraordinary item for the fourth quarter of 1996 was $3
million compared to a loss of $3.9 million (after a provision for overhead
reduction) in 1995. For the full year, income before extraordinary item was $17
million, more than four times the $3.9 million reported in 1995. In 1996, an
extraordinary charge of $5.3 million, net of tax, was recorded to reflect the
expenses of retiring the old $100 million senior subordinated notes with the
proceeds of the new $275 million senior subordinated notes. Earnings per share
before extraordinary item were $.23 for the quarter and $1.30 for the year.
U.S. Can Corporation is a leading manufacturer of steel and plastic containers
for personal care, household, automotive, paint and industrial products in the
United States and Europe.
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U.S. CAN CORPORATION
STATEMENT OF OPERATIONS
FOURTH QUARTER AND YEAR RESULTS
(Dollars in Thousands, Except Per Share Data)
<TABLE>
<CAPTION>
For the Three Months Ended For the Years Ended
December 31, 1996 and 1995 December 31, 1996 and 1995
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1996 1995 1996 1995
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales $223,113 $152,098 $761,429 $ 626,485
Cost of Goods Sold 199,027 136,406 669,772 555,478
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Gross Margin $ 24,086 $ 15,692 $ 91,657 $ 71,007
Selling, General and Administrative Expenses 9,028 6,779 30,131 27,369
Overhead Reduction Provision -- 8,000 -- 8,000
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Operating Income $ 15,058 $ 913 $ 61,526 $ 35,638
Other Expense 849 982 3,464 3,578
Interest Expense 8,874 6,125 28,387 24,513
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Income (Loss) Before Income Taxes
and Extraordinary Item $ 5,335 $ (6,194) $ 29,675 $ 7,547
Income Taxes 2,322 (2,331) 12,674 3,608
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Income (Loss) Before Extraordinary Item $ 3,013 $ (3,863) $ 17,001 $ 3,939
Extraordinary Item, Net of Tax (5,250) -- (5,250) --
--------- -------- --------- ---------
Net Income (Loss) $ (2,237) $ (3,863) $ 11,751 $ 3,939
========= ======== ========= =========
PRIMARY PER SHARE DATA:
Income (Loss) Before Extraordinary Item $ 0.23 $ (0.30) $ 1.30 $ 0.31
Extraordinary Item, Net of Tax (0.40) -- (0.40) --
--------- -------- --------- ---------
Net Income (Loss) $ (0.17) $ (0.30) $ 0.90 $ 0.31
========= ======== ========= =========
Weighted Shares Outstanding (000's) 13,158 12,866 13,090 12,839
========= ======== ========= =========
</TABLE>
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U.S. CAN CORPORATION
BALANCE SHEET
AS OF DECEMBER 31, 1996 AND DECEMBER 31, 1995
(Dollars in Thousands)
<TABLE>
<CAPTION>
December 31, December 31,
ASSETS 1996 1995
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<S> <C> <C>
Current Assets $232,564 $147,185
Property, Plant and Equipment 323,114 230,101
Noncurrent Assets 87,938 78,150
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Total Assets $643,616 $455,436
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LIABILITIES AND STOCKHOLDERS' EQUITY
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Current Liabilities $126,934 $ 98,237
Long-Term Debt 363,882 227,360
Long-Term Liabilities 56,015 48,012
Stockholders' Equity 96,785 81,827
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Total Liabilities and Stockholders' Equity $643,616 $455,436
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</TABLE>
