<PAGE> 1
Exhibit 99.1
[US CAN LOGO]
NEWS RELEASE
FOR IMMEDIATE RELEASE:
CONTACT: Dianne Steele
Managing Director--Corporate Communication
U.S. Can Corporation
(630) 571-2564
U.S. CAN ANNOUNCES CASH TENDER OFFER FOR
SERIES B 10 1/8% SENIOR SUBORDINATED NOTES
OAK BROOK, IL, AUGUST 23, 2000 -- U.S. Can Corporation (NYSE: USC) today
announced that it is commencing a cash tender offer for the approximately $236.6
million aggregate principal amount outstanding of its Series B 10 1/8% Senior
Subordinated Notes due 2006 (the "Notes"). The tender offer is being made in
connection with the previously announced recapitalization of U.S. Can by Pac
Packaging Acquisition Corp. ("PAC"). PAC is a corporation formed by Berkshire
Partners LLC, Paul Jones, the Chairman and Chief Executive Officer of U.S. Can,
and John Workman, the Chief Financial Officer of U.S. Can. The purchase price
for each $1,000 principal amount of Notes validly tendered and accepted for
purchase will be an amount based on a 50 basis point spread over the yield of
the 6.250% U.S. Treasury Note due October 31, 2001 as of 2:00 p.m., New York
City time, on the second business day immediately preceding the expiration date
of the tender offer, plus accrued and unpaid interest to, but not including, the
date of payment. The tender amount includes a consent payment as described
below. The tender offer is scheduled to expire at 11:59 p.m., New York City
time, on September 25, 2000, unless extended.
In conjunction with its tender offer, U.S. Can is also soliciting consents from
the registered holders of the Notes to effect certain amendments to the
indenture under which the Notes were issued. Holders who provide consents to the
proposed amendments would receive a consent payment equal to 2.0% of the
principal amount of the Notes tendered and accepted for purchase pursuant to the
tender offer. To receive a consent payment, holders must provide their consents
to the proposed amendments by the Consent Payment Deadline, which is 11:59 p.m.,
New York City time, on September 11, 2000, unless extended.
<PAGE> 2
U.S. CAN
-2-
Salomon Smith Barney is the dealer manager and solicitation agent, and MacKenzie
Partners, Inc. is the information agent for the tender offer and the
solicitation. Requests for documentation should be directed to the information
agent at 800-322-2885. Questions regarding the transaction should be directed to
Salomon Smith Barney at 800-558-3745.
This announcement is not an offer to purchase, a solicitation of an offer to
purchase or a solicitation of consent with respect to any Notes. The tender
offer and consent solicitation are being made solely by the Offer to Purchase
and Consent Solicitation.
U.S. Can is a Delaware corporation which is a leading manufacturer of steel
containers for personal care, household, automotive, paint, industrial and
specialty products in the Unites States and Europe, as well as plastic
containers in the United States. U.S. Can also sells food cans in Europe through
its subsidiary May Verpackungen. Based in Oak Brook, Illinois, U.S. Can had
revenues of $714.1 million in 1999.
###
www.uscanco.com
