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PROXY PROXY
U.S. CAN CORPORATION
FOR THE SPECIAL MEETING OF STOCKHOLDERS TO BE HELD SEPTEMBER 29, 2000
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder hereby authorizes Paul W. Jones and John L. Workman,
with full authority, which may be exercised by either one or both of them, with
power of substitution, to vote all shares of common stock, par value $0.01 per
share, of U.S. Can Corporation registered in the name of the undersigned and to
act for the undersigned at the Special Meeting of Stockholders of U.S. Can
Corporation to be held at the headquarters of the Company located at 900
Commerce Drive, Oak Brook, Illinois, at 9:00 a.m. (local time) on Friday,
September 29, 2000, and at any adjournment thereof, as designated herein, and
the proxies are authorized to vote in their discretion upon such other business
as may properly come before the meeting.
New Address:
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IMPORTANT - THIS PROXY MUST BE SIGNED AND DATED ON THE REVERSE SIDE
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U.S. CAN CORPORATION
PLEASE MARK VOTE IN OVAL IN THE FOLLOWING MANNER USING DARK INK ONLY. [ ]
The Special Committee and the Board of Directors each Recommend a Vote FOR the
Proposal.
1. To approve and adopt the Agreement and Plan of Merger by and between
U.S. Can Corporation and Pac Packaging Acquisition Corporation 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, and any
further amendments thereto.
[ ] FOR [ ] AGAINST [ ] ABSTAIN
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED AS DIRECTED, OR, IF NO DIRECTION
IS GIVEN, WILL BE VOTED FOR THE PROPOSAL.
Check here if you plan to attend the Special Meeting [ ]
Check here if address has changed [ ]
(make corrections on reverse side)
THIS AREA RESERVED FOR ADDRESSING
Dated: , 2000
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Signature(s)
Please sign exactly as name
appears hereon. Joint
owners should each sign
personally. Executors,
trustees, officers, etc.
should indicate their
titles when signing.
FOLD AND DETACH HERE
PLEASE VOTE, SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE.
