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SECURITIES AND EXCHANGE COMMISSION
Washington D.C. 20549
FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): June 19, 2000
U.S. CAN CORPORATION
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(Exact name of registrant as specified in its charter)
Delaware 1-13678 06-1094196
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification No.)
900 Commerce Drive
Oak Brook, Illinois 60523
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (630) 571-2500
Not Applicable
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(Former name or former address, if changed since last report)
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Item 5. OTHER EVENTS.
U.S. Can Corporation, a Delaware corporation (the "Company"), and Pac
Packaging Acquisition Corporation, a Delaware corporation ("Pac"), have entered
into an Agreement and Plan of Merger dated as of June 1, 2000 (the "Merger
Agreement") to effect a recapitalization of the Company in which Pac will be
merged with and into the Company (the "Merger"). Pac is a newly formed
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. Pursuant to the
terms and subject to the conditions of the Merger Agreement, each share of
common stock, par value $0.01 per share, of the Company ("Common Stock")
outstanding at the effective time of the Merger will be converted into the right
to receive $20.00 in cash, except for certain shares of Common Stock held by
senior management of the Company, Salomon Smith Barney Inc., affiliates of
Company directors Ricardo Poma and Francisco A. Soler, and other designated
stockholders (the "Rollover Stockholders") which will be converted into the
right to receive capital stock of the surviving corporation pursuant to the
terms of the Merger Agreement.
On June 28, 2000, the Company and Pac executed an amendment to the Merger
Agreement (the "Merger Agreement Amendment") which definitively established the
Rollover Stockholders and amended the Company's disclosure schedule.
In connection with the Merger, the Board of Directors of the Company
approved an amendment dated June 1, 2000 to its Amended and Restated Rights
Agreement, dated as of October 19, 1995, by and between the Company and Harris
Trust and Savings Bank, as rights agent (as amended, the "Rights Agreement"). On
June 19, 2000, the Board of Directors of the Company approved a further
amendment to the Rights Agreement (the "Rights Agreement Amendment") which
modified the terms of the June 1, 2000 amendment.
The preceding is qualified in its entirety by reference to the Merger
Agreement, the Merger Agreement Amendment and the Rights Agreement Amendment,
copies of which are attached hereto as Exhibits 2.1, 2.2 and 10 respectively,
and which are incorporated herein by reference.
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Item 7. EXHIBITS
2.1 Agreement and Plan of Merger, dated as of June 1, 2000, by and between the
Company and Pac Packaging Acquisition Corporation (filed as Exhibit 2 to
the Company's Current Report on Form 8-K, dated June 15, 2000 and
incorporated by reference herein).
2.2 First Amendment to Agreement and Plan of Merger, dated as of June 28,
2000, by and between the Company and Pac Packaging Acquisition
Corporation.
10 Amendment No. 2 to Amended and Restated Rights Agreement, dated as of
June 19, 2000, by and between the Company and Harris Trust and Savings
Bank, as Rights Agent.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 30, 2000 U.S. CAN CORPORATION
By: /s/ PAUL W. JONES
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Paul W. Jones
Chairman of the Board, President
and Chief Executive Officer
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