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 29, 1998
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 1997 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 1997 EMPLOYEE STOCK PURCHASE PLAN for
the year ended May 29, 1998. 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 1997 Employee Stock Purchase Plan for the year ended May 29,
1998, in conformity with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 31, 1998
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U.S. CAN CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED MAY 29, 1998
PARTICIPANT CONTRIBUTIONS $ 547,912
COMPANY CONTRIBUTIONS 96,690
BENEFITS PAID TO PARTICIPANTS (644,602)
---------
NET CHANGE IN PLAN EQUITY --
PLAN EQUITY AT BEGINNING OF YEAR --
---------
PLAN EQUITY AT END OF YEAR $ --
---------
The accompanying Notes to Financial Statement are an integral part of this
financial statement.
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U.S. CAN CORPORATION
1997 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENT
MAY 29, 1998
1. Description of the Plan
A. General
The U.S. Can Corporation 1997 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 recipient within five business days
after the Grant Date (the "Immediate Exercise Date") or
12 months after the Grant Date (the "Deferred 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 2,
1997 and the Deferred Exercise Date was May 29, 1998. The
Plan was terminated on May 29, 1998.
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,
1997 and June 2, 1997.
C. Participant Contributions
An eligible employee was able to participate in the Plan
only by paying cash or through 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. Such amounts were deducted from each participant's
pay over the life of the option. For participants
electing an immediate exercise, each participant
specified an amount equal to one, two, three, four, five,
six, seven or seven and one-half percent of his annual
salary which the participant paid in cash to the Company
not later than the Immediate Exercise Date.
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.
E. Benefits Paid to Participants
Benefits paid to participant are lump sum payments in
Stock to the participants. For participants electing an
immediate exercise, such shares of Stock were delivered
to each such participant as soon as practicable after the
Immediate Exercise Date. For participants electing a
deferred exercise, such shares of Stock were acquired by
the Plan from the Company on May 29, 1998. Participants
electing a deferred exercise had the right during the 15
calendar days immediately preceding the Deferred Exercise
Date to elect not to purchase all (but not part) of the
shares otherwise purchasable on the Deferred Exercise
Date. The purchase price of shares of Stock delivered to
participants was 85% of the closing price per share of
Stock on the Grant Date as reported on the New York Stock
Exchange.
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2. Significant Accounting Policies
The financial statement was prepared on an accrual basis
of accounting.
3. Tax Status
The Plan is a nonqualified 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
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
1997 EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
Date: September 22, 1998
By /s/ Anthony F. Bonadonna
----------------------------
Plan Administrator Designate
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EXHIBIT INDEX
Exhibit No. Description
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23.1 Consent of Arthur Andersen LLP
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 No. 333-27441 on Form S-8.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
September 23, 1998
