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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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SCHEDULE 13E-3
(RULE 13e-100)
RULE 13e-3 TRANSACTION STATEMENT
UNDER SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 5)
Final Amendment
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U.S. CAN CORPORATION
(Name of Issuer)
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U.S. CAN CORPORATION
PAC PACKAGING ACQUISITION CORPORATION
CITIGROUP INC.
SALOMON SMITH BARNEY INC.
SALCORP LTD.
BARCEL CORPORATION
SCARSDALE COMPANY N.V., INC.
WINDSOR INTERNATIONAL CORPORATION
ATLAS WORLD CARRIERS S.A.
THE WORLD FINANCIAL CORPORATION S.A.
PAUL W. JONES
RICARDO POMA
FRANCISCO A. SOLER
BERKSHIRE FUND V INVESTMENT CORP.
BERKSHIRE INVESTORS I LLC
BERKSHIRE INVESTORS II LLC
(Name of Persons Filing Statement)
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Common Stock, Par Value $0.01 Per Share
(Title of Class of Securities)
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90328W-10-5
(CUSIP Number of Class of Securities)
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Paul W. Jones
Pac Packaging Acquisition Corporation
900 Commerce Drive
Oak Brook, IL 60523
(630) 571-2500
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(Name, Address, and Telephone Numbers of Person Authorized to
Receive Notices and Communications on Behalf of the Persons
Filing Statement)
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With copies to:
Frederick B. Thomas
James T. Lidbury
Mayer, Brown & Platt
190 South LaSalle Street
Chicago, IL 60603
(312) 782-0600
David C. Chapin
Ropes and Gray
One International Place
Boston, MA 02110
(617) 951-7000
Charles W. Mulaney, Jr.
Brian W. Duwe
Skadden, Arps, Slate, Meagher & Flom (Illinois)
333 West Wacker Drive
Suite 2100
Chicago, IL 60606
(312) 407-0700
This statement is filed in connection with (check the appropriate
box):
a. [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C or Rule 13e-3(c)
under the Securities Exchange Act of 1934.
b. [ ] The filing of a registration statement under the
Securities Act of 1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [ ]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [X]
Calculation of Filing Fee
Transaction Valuation* Amount of Filing Fee
$276,332,150 $55,267
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* For purposes of calculating the filing fee only. The transaction valuation was
determined by adding (a) the product of (i) the 13,454,269 shares of common
stock, par value $0.01 per share, of U.S. Can Corporation ("Common Stock") that
are proposed to be retired in the merger and (ii) the merger consideration of
$20 per share of Common Stock, plus (b) $7,246,770 expected to be paid upon
cancellation of outstanding options (the "Total Consideration").
The payment of the filing fee, calculated in accordance with Regulation 240.0-11
under the Securities Exchange Act of 1934, as amended, equals one-fiftieth of
one percent of the Total Consideration.
[X]Check the box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $55,267
Filing Party: U.S. Can Corporation
Form or Registration No.: Schedule 14A
Date Filed: June 30, 2000
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INTRODUCTION
This Amendment No. 5 to Rule 13e-3 Transaction Statement on Schedule 13E-3
(this "Schedule 13E-3") is being filed by (1) U.S. Can Corporation, a Delaware
corporation and the issuer of the equity securities which are the subject of the
Rule 13e-3 transaction ("U.S. Can"), (2) Pac Packaging Acquisition Corporation,
a Delaware corporation ("Pac"), (3) Citigroup Inc., a Delaware corporation, (4)
Salomon Smith Barney Inc., a Delaware corporation, (5) Salcorp Ltd., a British
Virgin Islands corporation, (6) Barcel Corporation, a British Virgin Islands
corporation, (7) Scarsdale Company N.V., Inc., a Bahamas corporation, (8)
Windsor International Corporation, a British Virgin Islands corporation, (9)
Atlas World Carriers S.A., a Panama corporation, (10) the World Financial
Corporation S.A., a Panama corporation, (11) Paul W. Jones, (12) Ricardo Poma,
(13) Francisco A. Soler, (14) Berkshire Fund V Investment Corp., a Massachusetts
corporation, (15) Berkshire Investors I LLC, a Massachusetts limited liability
company, and (16) Berkshire Investors II LLC, a Massachusetts limited liability
company. The purpose of this Amendment No. 5 is to file a final amendment to
this Schedule 13E-3 to report the results of the Rule 13E-3 transaction
pursuant to Rule 13e-3(d)(3).
On October 4, 2000, U.S. Can and Pac, a corporation organized by Paul W.
Jones, Chairman and Chief Executive Officer of the Company, John L. Workman,
Chief Financial Officer of the Company, and Berkshire Partners LLC, the
Boston-based private equity firm, completed a recapitalization of U.S. Can in
which Pac was merged with and into U.S. Can (the "Merger") pursuant to an
Agreement and Plan of Merger dated as of June 1, 2000, as amended by the First
Amendment to Agreement and Plan of Merger dated as of June 28, 2000, and the
Second Amendment to Agreement and Plan of Merger dated as of August 22, 2000
(the "Merger Agreement"). U.S. Can is the surviving corporation in the Merger.
Pursuant to the terms of the Merger Agreement, each share of common stock,
par value $0.01 per share, of U.S. Can ("Common Stock") outstanding at the
effective time of the Merger was converted into the right to receive $20.00 in
cash, except for certain shares of Common Stock held by senior management of
U.S. Can, Salomon Smith Barney Inc., affiliates of U.S. Can directors Ricardo
Poma and Francisco A. Soler, and other designated stockholders (the "Rollover
Stockholders") which were converted into the right to receive capital stock of
the surviving corporation and except for shares of Common Stock held in treasury
and held by dissenting stockholders who perfect their appraisal rights under
Delaware law. In connection with the Merger and related recapitalization, Squam
Lake Investors IV L.P. ("Squam Lake") and affiliates of Berkshire Partners LLC
purchased shares of Common Stock and shares of preferred stock, par value $.01
per share, of U.S. Can. In addition, certain members of U.S. Can's senior
management purchased additional shares of Common Stock. As a result of the
recapitalization, U.S. Can's capital stock was delisted from the New York Stock
Exchange and became privately-owned by affiliates of Berkshire Partners LLC, the
Rollover Stockholders, other members of senior management, and Squam Lake.
1
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Item 16. Exhibits.
Item 1016
(a)(1) Definitive Proxy Statement filed with the Securities and Exchange
Commission on September 6, 2000.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange Commission
along with the Proxy Statement.
(a)(3) Press Release dated June 1, 2000.*
(a)(4) Press Release dated September 21, 2000.******
(a)(5) Press Release dated October 4, 2000.
(b) None.
(c)(1) Opinion of Lazard Freres & Co. LLC attached as Annex B to the Proxy
Statement.
(c)(2) Financial analysis presentation materials, dated June 1, 2000, prepared
by Lazard Freres & Co. LLC ***
(c)(3) Presentation materials dated May 26, 2000 of Salomon Smith Barney
Inc.***
2
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(c)(4) Commitment Letter to Pac Packaging Acquisition Corporation dated
May 23, 2000 from Berkshire Partners LLC regarding the provision of up to
$170 million in equity financing.***
(c)(5) Commitment Letter to Pac Packaging Acquisition Corporation and
Berkshire Partners LLC dated July 27, 2000 from Bank of America, N.A., Banc of
America Securities LLC, Citicorp North America, Inc. and Salomon Smith Barney
Inc. regarding the provision of up to $400 million in senior secured
financing.*****
(c)(6) Commitment Letter to Pac Packaging Acquisition Corporation and
Berkshire Partners LLC dated July 27, 2000 from Bank of America Bridge LLC,
Citicorp North America, Inc. and Salomon Smith Barney Inc. regarding the
provision of up to $150 million in interim financing.*****
(c)(7) Engagement Letter to Pac Packaging Acquisition Corporation and
Berkshire Partners LLC dated July 27, 2000 from Salomon Smith Barney Inc. and
Banc of America Securities LLC regarding the placement of up to $150 million of
senior subordinated notes.*****
(d)(1) Agreement and Plan of Merger, dated as of June 1, 2000, between
U.S. Can Corporation and Pac Packaging Acquisition Corporation.*
(d)(2) First Amendment to Agreement and Plan of Merger dated as of June 28,
2000, by and between U.S. Can Corporation and Pac Packaging Acquisition
Corporation.**
(d)(3) Second Amendment to Agreement and Plan of Merger dated as of August 22,
2000, by and between U.S. Can Corporation and Pac Packaging Acquisition
Corporation.****
(f) Section 262 of the Delaware General Corporation Law, attached as Annex
C to the Proxy Statement.
(g) None.
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* Incorporated by reference to the Current Report on Form 8-K filed by U.S. Can
on June 15, 2000.
**Incorporated by reference to the Current Report on Form 8-K
filed by U.S. Can on June 30, 2000
***Incorporated by reference to the original Schedule 13E-3 filed on June
30, 2000.
****Incorporated by reference to the Current Report on Form 8-K filed by U.S.
Can on August 31, 2000.
*****Incorporated by reference to Amendment No. 1 to Schedule 13E-3 filed on
August 10, 2000.
******Incorporated by reference to Amendment No. 4 to Schedule 13E-3 filed on
September 21, 2000.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: October 13, 2000
U.S. CAN CORPORATION
By: /s/ Paul W. Jones
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Name: Paul W. Jones
Title: Chairman and Chief Executive Officer
PAC PACKAGING ACQUISITION CORPORATION
By: /s/ Richard K. Lubin
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Name: Richard K. Lubin
Title: Senior Vice President
CITIGROUP INC.
By: /s/ Joseph B. Wollard
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Name: Joseph B. Wollard
Title: Assistant Secretary
SALOMON SMITH BARNEY INC.
By: /s/ Howard Darmstadter
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Name: Howard Darmstadter
Title: Assistant Secretary
SALCORP LTD.
By: /s/ Ricardo Poma
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Name: Ricardo Poma
Title: President
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BARCEL CORPORATION
By: /s/ Lloydtru Limited
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Name: Lloydtru Limited
Title: Director
SCARSDALE COMPANY N.V., INC.
By: /s/ Francisco A. Soler
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Name: Francisco A. Soler
Title: President
WINDSOR INTERNATIONAL CORPORATION
By: /s/ Francisco A. Soler
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Name: Francisco A. Soler
Title: President
ATLAS WORLD CARRIERS S.A.
By: /s/ Francisco A. Soler
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Name: Francisco A. Soler
Title: President
THE WORLD FINANCIAL CORPORATION S.A.
By: /s/ Francisco A. Soler
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Name: Francisco A. Soler
Title: President
/s/ Paul W. Jones
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PAUL W. JONES
/s/ Ricardo Poma
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RICARDO POMA
/s/ Francisco A. Soler
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FRANCISCO A. SOLER
BERKSHIRE FUND V INVESTMENT CORP.
By: /s/ Richard K. Lubin
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Name: Richard K. Lubin
Title: President
BERKSHIRE INVESTORS I LLC
By: /s/ Richard K. Lubin
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Name: Richard K. Lubin
Title: Managing Member
BERKSHIRE INVESTORS II LLC
By: /s/ Richard K. Lubin
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Name: Richard K. Lubin
Title: Managing Member
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
(a)(1) Definitive Proxy Statement filed with the Securities and
Exchange Commission on September 6, 2000.
(a)(2) Form of Proxy Card, filed with the Securities and Exchange
Commission along with the Proxy Statement.
(a)(3) Press Release dated June 1, 2000.*
(a)(4) Press Release dated September 21, 2000.******
(a)(5) Press Release dated October 4, 2000.
(b) None.
(c)(1) Opinion of Lazard Freres & Co. LLC attached as Annex B to the
Proxy Statement.
(c)(2) Financial analysis presentation materials, dated June 1, 2000,
prepared by Lazard Freres & Co. LLC ***
(c)(3) Presentation materials dated May 26, 2000 of Salomon Smith
Barney Inc. ***
(c)(4) Commitment Letter to Pac Packaging Acquisition Corporation
dated May 23, 2000 from Berkshire Partners LLC regarding the
provision of up to $170 million in equity financing. ***
(c)(5) Commitment Letter to Pac Packaging Acquisition Corporation
and Berkshire Partners LLC dated July 27, 2000 from Bank of
America, N.A., Banc of America Securities LLC, Citicorp North
America, Inc. and Salomon Smith Barney Inc. regarding the
provision of up to $400 million in senior secured
financing.*****
(c)(6) Commitment Letter to Pac Packaging Acquisition Corporation and
Berkshire Partners LLC dated July 27, 2000 from Bank of
America Bridge LLC, Citicorp North America, Inc. and Salomon
Smith Barney Inc. regarding the provision of up to $150
million in interim financing.*****
(c)(7) Engagement Letter to Pac Packaging Acquisition Corporation and
Berkshire Partners LLC dated July 27, 2000 from Salomon Smith
Barney Inc. and Banc of America Securities LLC regarding the
placement of up to $150 million of senior subordinated
notes.*****
(d)(1) Agreement and Plan of Merger dated as of June 1, 2000,
between U.S. Can Corporation and Pac Packaging Acquisition
Corporation.*
(d)(2) First Amendment to Agreement and Plan of Merger dated as of
June 28, 2000, by and between U.S. Can Corporation and Pac
Packaging Acquisition Corporation.**
(d)(3) Second Amendment to Agreement and Plan of Merger dated as of
August 22, 2000, by and between U.S. Can Corporation and Pac
Packaging Acquisition Corporation.****
(f) Section 262 of the Delaware General Corporation Law, attached
as Annex C to the Proxy Statement.
(g) None.
</TABLE>
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* Incorporated by reference to the Current Report on Form 8-K filed by U.S. Can
on June 15, 2000.
** Incorporated by reference to the Current Report on Form 8-K filed by U.S.
Can on June 30, 2000.
*** Incorporated by reference to the original Schedule 13E-3 filed on June 30,
2000.
****Incorporated by reference to the Current Report on Form 8-K filed by U.S.
Can on August 31, 2000.
*****Incorporated by reference to Amendment No. 1 to Schedule 13E-3 filed on
August 10, 2000.
******Incorporated by reference to Amendment No. 4 to Schedule 13E-3 filed on
September 21, 2000.
6
