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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-A/A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR 12(G) OF THE
SECURITIES EXCHANGE ACT OF 1934
AMENDMENT NO. 3
U.S. CAN CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 06-1094196
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(State of incorporation or organization) (I.R.S. Employer Identification No.)
900 Commerce Drive
Oak Brook, Illinois 60523
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(Address of Principal Executive Offices) (Zip Code)
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If this form relates to the registration If this form relates to the registration
of a class of securities pursuant to of a class of securities pursuant to
Section 12(b) of the Exchange Act and is Section 12(g) of the Exchange Act and is
effective pursuant to General Instruction effective pursuant to General Instruction
A.(c), please check the following box. [x] A.(d), please check the following box. [ ]
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Securities Act registration statement file number to which this form relates:
Not applicable
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if applicable)
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights New York Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED
This Registration Statement on Form 8-A/A amends and restates the
Registration Statement on Form 8-A/A, dated June 30, 1997, filed by U.S. Can
Corporation (the "Company").
On October 19, 1995, the Board of Directors of the Company declared a
dividend of one preferred share purchase right (a "Right") for each outstanding
share of common stock, par value $.01 per share (the "Common Shares"), of the
Company. The dividend was payable on October 19,1995 (the "Record Date") to the
stockholders of record on that date. Upon the occurrence of certain events, each
Right entitles the registered holder to purchase from the Company one
one-hundredth of a share of Series A Preferred Stock, par value $.01 per share
(the "Preferred Shares"), of the Company at a price of $55 per one one-hundredth
of a Preferred Share (the "Purchase Price"), subject to adjustment. The
description and terms of the Rights are set forth in an Amended and Restated
Rights Agreement (the "Amended and Restated Rights Agreement"), dated as of
October 19, 1995, between the Company and Harris Trust and Savings Bank, as
rights agent (the "Rights Agent"), an Amendment No. 1 to Amended and
Restated Rights Agreement (the "First Rights Agreement Amendment"), dated as of
June 1, 2000, between the Company and the Rights Agent, and an Amendment No. 2
to Amended and Restated Rights Agreement (the "Second Rights Agreement
Amendment"), dated as of June 19, 2000, between the Company and the Rights Agent
(collectively, the Amended and Restated Rights Agreement, the First Rights
Agreement Amendment and the Second Rights Agreement Amendment are referred to
herein as the "Rights Agreement.").
Initially, with respect to any of the Common Share certificates
outstanding as of the Record Date, the Rights will be evidenced by a Common
Share certificate together with a copy of this Summary of Rights attached
thereto and no separate Rights Certificates will be distributed. With respect to
Common Share certificates issued after the Record Date, the Rights will be
evidenced by a legend affixed to each such certificate incorporating the Rights
Agreement by reference.
The Rights are not exercisable and are not freely tradable separate
from the Common Shares until the occurrence of a Distribution Date
("Distribution Date"). A Distribution Date occurs upon the earlier of (i) 10
days following a public announcement that a person or group of affiliated or
associated persons have acquired beneficial ownership of 15% or more of the
outstanding Common Shares ("Acquiring Person") or (ii) 10 business days (or some
later date as the Board of Directors may determine) following the commencement
of, or announcement of an intention to make, a tender offer or exchange offer by
a person or group of affiliated or associated persons, the consummation of which
would result in the beneficial ownership of 15% or more of the outstanding
Common Shares or where Continuing Directors deem certain events have constituted
an Adverse Change of Control (as herein more fully described).
The Rights Agreement provides that, until the Distribution Date (or an
earlier redemption or expiration of the Rights), the Rights will only be
transferred with the Common Shares, however, the surrender for transfer of any
certificates for Common Shares outstanding as of the Record Date, even without a
legend or copy of this Summary of Rights being attached thereto, will also
constitute the transfer of the Rights associated with the Common Shares
represented by such certificate. As soon as practicable following a Distribution
Date, separate certificates evidencing the Rights ("Right Certificates") will be
mailed to holders of record of the Common Shares as of the close of business on
the Distribution Date and such separate Right Certificates alone will evidence
the Rights. Such Rights are, however, null and void as to any Acquiring Person.
The Rights will expire on October 19, 2005 (the "Final Expiration
Date"), unless the Final Expiration Date is extended or unless the Rights are
earlier redeemed or exchanged by the Company, in each case, as described below.
The Purchase Price payable, and the number of Preferred Shares or other
securities or property issuable, upon exercise of the Rights, are subject to
customary adjustments from time to time to prevent dilution (i) in the event of
a stock dividend on, or a subdivision, combination or reclassification of, the
Preferred Shares, (ii) upon the grant to holders of the Preferred Shares of
certain rights or warrants to subscribe for or purchase Preferred Shares at a
price, or securities convertible into Preferred Shares with a conversion price,
less than the then-current market price of the Preferred Shares or (iii) upon
the distribution to holders of the Preferred Shares of evidences of indebtedness
or assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings or dividends payable in Preferred Shares) or of subscription
rights or warrants (other than those referred to above). With certain
exceptions, no adjustment in the Purchase Price will be required until
cumulative adjustments amount to an increase or decrease of at least 1% in such
Purchase Price. The Company shall not be required to issue fractional Rights and
in lieu thereof, an adjustment in cash will be made based on the current market
value of the Rights.
Preferred Shares purchasable upon exercise of the Rights will not be
redeemable. Each Preferred Share will be entitled to a minimum preferential
quarterly dividend payment of $1 per share but will be entitled to an aggregate
dividend of 100 times the dividend declared per Common Share. In the event of
liquidation, the holders of the Preferred Shares will be entitled to a minimum
preferential liquidation payment of $100 per share but will be entitled to an
aggregate payment of 100 times the payment made per Common Share. Each Preferred
Share will have 100 votes, voting together with the Common Shares. Finally, in
the event of any merger, consolidation or other transaction in which Common
Shares are exchanged, each Preferred Share will be entitled to receive 100 times
the amount received per Common Share. These rights are protected by customary
antidilution provisions.
The number of outstanding Rights and the number of one one-hundredths
of a Preferred Share issuable upon exercise of each Right are also subject to
adjustment in the event of a stock split of the Common Shares or a stock
dividend on the Common Shares payable in Common Shares or subdivisions,
consolidations or combinations of the Common Shares occurring, in any such case,
prior to the Distribution Date. Because of the nature of the Preferred Shares'
dividend, liquidation and voting rights, the value of the one one-hundredth
interest in a Preferred Share purchasable upon exercise of each Right should
approximate the value of one Common Share.
In the event that any person or group of affiliated or associated
persons becomes an Acquiring Person, proper provision shall be made so that each
holder of a Right, other than Rights beneficially owned by the Acquiring Person
(which are void), will thereafter have the right to receive, upon exercise of
the Right, that number of Common Shares having a market value of two times the
exercise price of the Right.
In the event that the Company is acquired in a merger or other business
combination transaction or 50% or more of its consolidated assets or earning
power are sold after a person or group has become an Acquiring Person, each
holder of a Right will thereafter have the right to receive, upon the exercise
thereof at the then current exercise price of the Right, that number of shares
of common stock of the acquiring company which at the time of such transaction
will have a market value of two times the exercise price of the Right, or in
circumstances such as where the Right cannot be exercised for stock or the
assets of the Company have been distributed, an amount of cash equal to the
value of such Rights shall be paid. At any time after any person or group
becomes an Acquiring Person and prior to the acquisition by such person or group
of 50% or more of the outstanding Common Shares, the Board of Directors of the
Company may exchange the Rights (other than Rights owned by such person or group
which will have become void), in whole or in part, at an exchange ratio of one
Common Share, or one one-hundredth of a Preferred Share (or of a share of a
class or series of the Company's preferred stock having equivalent rights,
preferences and privileges), per Right (subject to adjustment).
At any time prior to the acquisition by a person or group of affiliated
or associated persons of beneficial ownership of 15% or more of the outstanding
Common Shares, the Board of Directors of the Company may redeem the Rights in
whole, but not in part, at a price of $.01 per Right (the "Redemption Price")
provided, however, if the authorization to redeem the Rights occurs on or after
the date of a change in a majority of the Board of Directors of the Company as a
result of proxy or consent solicitations and a person who was a participant in
such solicitations has stated that such person (or any of its affiliates or
associates) has taken, intends to take or may consider taking actions that would
result in such person becoming an Acquiring Person (the existence of these
circumstances being an "Adverse Change of Control"), then the redemption of the
Rights will require the approval of a majority of the Continuing Directors.
"Continuing Director" means (i) any member of the Board of Directors of the
Company who is not an Acquiring Person, (or a representative, affiliate or
associate of an Acquiring Person), and was a member of the Board prior to the
Record Date, or (ii) any person who subsequently becomes a member of the Board
who is not an Acquiring Person (or a representative, affiliate or associate of
an Acquiring Person), if such Person's nomination for election or election to
the Board is recommended or approved by a majority of the Continuing Directors.
The terms of the Rights may be amended by the Board of Directors of the
Company without the consent of the holders of the Rights, including an amendment
to lower certain thresholds described above regarding percentage ownership
whereby any person or group of affiliated or associated persons becomes an
Acquiring Person, provided, however, no such amendment may adversely affect the
interests of the holders of the Rights. Until a Right is exercised, the holder
thereof, as such, will have no rights as a stockholder of the Company,
including, without limitation, the right to vote or to receive dividends.
Subject to specified limitations, (i) none of Pac Packaging Acquisition
Corporation ("Pac"), certain members of management of the Company, Company
directors Ricardo Poma and Francisco A. Soler, Salcorp Ltd., Katsura, S.A.,
Barcel Corporation, Scarsdale Company N.V., Inc., Windsor International
Corporation, Atlas World Carriers S.A., The World Financial Corporation S.A.,
Lennoxville Investments, Inc., Empire Investments S.A., Citigroup Inc., Salomon
Smith Barney Inc., Berkshire Partners LLC, and their respective spouses,
associates, affiliates and subsidiaries (collectively, the "Exempted Persons),
either individually, collectively or in any combination, shall be deemed to be
an Acquiring Person and (ii) none of the Exempted Persons, either individually,
collectively or in any combination, shall be deemed to be a beneficial owner of
or to beneficially own any securities beneficially owned, directly or
indirectly, by any other Exempted Person regardless of any agreements,
arrangements or understandings among any Exempted Persons.
The foregoing description of the Rights is qualified by reference to
the Amended and Restated Rights Agreement (including as Exhibits thereto the
Form of Certificate of Designations, the Form of Rights Certificate and the
Summary of Rights to Purchase Preferred Shares), the First Rights Agreement
Amendment and the Second Rights Agreement Amendment, each of which are
incorporated herein by reference.
ITEM 2. EXHIBITS
Exhibit No. Exhibit
3.1 Restated Certificate of Incorporation of the Company from the
State of Delaware (filed as Exhibit 4.3 to the Form S-3 Registration
Statement of the company dated June 1, 1994 (No. 33-79556), and
incorporated by reference herein).
3.2 By-Laws of the Company (filed as Exhibit 4.1 to the Form S-8
Registration Statement of the Company dated March 23, 1994
(No. 33-76742), and incorporated by reference herein).
4.1 Amended and Restated Rights Agreement, dated as of October 19, 1995,
between the Company and Harris Trust and Savings Bank, which
includes as exhibits the Form of Certificate of Designations as
Exhibit A, the form of Rights Certificate as Exhibit B and
Summary of Rights to Purchase Preferred Stock as Exhibit C
(filed as Exhibit 4.1 to the Quarterly Report on Form 10-K of the
Company for the quarter ended October 1, 1995, and incorporated
by reference herein).
4.2 Amendment No. 1 to Amended and Restated Rights Agreement, dated
as of June 1, 2000, by and between the Company and Harris Trust
and Savings Bank, as Rights Agent (filed as an exhibit to the
Current Report on Form 8-K filed by the Company on June 15, 2000,
and incorporated by reference herein).
4.3 Amendment No. 2 to Amended and Restated Rights Agreement, dated as
of June 19, 2000, by and between the Company and Harris Trust and
Saving Bank, as Rights Agent.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the registrant has duly caused this registration statement to be
signed on its behalf by the undersigned, thereto duly authorized.
U.S. CAN CORPORATION
Date: June 30, 2000 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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EXHIBIT LIST
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Exhibit No. Exhibit
3.1 Restated Certificate of Incorporation of the Company from the
State of Delaware (filed as Exhibit 4.3 to the Form S-3 Registration
Statement of the company dated June 1, 1994 (No. 33-79556), and
incorporated by reference herein).
3.2 By-Laws of the Company (filed as Exhibit 4.1 to the Form S-8
Registration Statement of the Company dated March 23, 1994
(No. 33-76742), and incorporated by reference herein).
4.1 Amended and Restated Rights Agreement, dated as of October 19, 1995,
between the Company and Harris Trust and Savings Bank, which
includes as exhibits the Form of Certificate of Designations as
Exhibit A, the form of Rights Certificate as Exhibit B and
Summary of Rights to Purchase Preferred Stock as Exhibit C
(filed as Exhibit 4.1 to the Quarterly Report on Form 10-K of the
Company for the quarter ended October 1, 1995, and incorporated
by reference herein).
4.2 Amendment No. 1 to Amended and Restated Rights Agreement, dated
as of June 1, 2000, by and between the Company and Harris Trust
and Savings Bank, as Rights Agent (filed as an exhibit to the
Current Report on Form 8-K filed by the Company on June 15, 2000,
and incorporated by reference herein).
4.3 Amendment No. 2 to Amended and Restated Rights Agreement, dated as
of June 19, 2000, by and between the Company and Harris Trust and
Saving Bank, as Rights Agent.
