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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 28, 1999
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 1998 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 1998 EMPLOYEE STOCK PURCHASE PLAN for the year ended
May 28, 1999. 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
1998 Employee Stock Purchase Plan for the year ended May 28, 1999, in conformity
with generally accepted accounting principles.
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 26, 1999
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U.S. CAN CORPORATION
1998 EMPLOYEE STOCK PURCHASE PLAN
STATEMENT OF INCOME AND CHANGES IN PLAN EQUITY
FOR THE YEAR ENDED MAY 28, 1999
PARTICIPANT CONTRIBUTIONS $ 443,442
COMPANY CONTRIBUTIONS 78,254
BENEFITS PAID TO PARTICIPANTS (521,696)
---------
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
1998 EMPLOYEE STOCK PURCHASE PLAN
NOTES TO FINANCIAL STATEMENT
MAY 28, 1999
1. DESCRIPTION OF THE PLAN
A. General
The U.S. Can Corporation 1998 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 "Deferred Exercise Date") at an exercise price
of $14.45 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, 1998 and the Deferred Exercise Date was
May 28, 1999. The Plan was terminated on May 29, 1999.
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, 1998 and June 2, 1998.
C. Participant Contributions
An eligible employee was able to participate in the Plan only
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.
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 participants are lump sum payments in Stock
to participants. Such shares of Stock were acquired by the
Plan from the Company on May 28, 1999. Participants 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
1998 EMPLOYEE STOCK PURCHASE PLAN
(Name of Plan)
Date: August 26, 1999
By /s/ Roger B. Farley
----------------------------
Plan Administrator Designate
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
23.1 Consent of Arthur Andersen LLP
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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 No. 333-51063 on Form S-8.
/s/ ARTHUR ANDERSEN LLP
ARTHUR ANDERSEN LLP
Chicago, Illinois
August 26, 1999
