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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 1, 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.
On June 1, 2000, U.S. Can Corporation, a Delaware corporation (the
"Company"), and Pac Packaging Acquisition Corporation, a Delaware corporation
("Pac"), entered into an Agreement and Plan of Merger (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 stockholders to be designated (the "Buyout Group")
which will be converted into the right to receive capital stock of the surviving
corporation pursuant to the terms of the Merger Agreement. The transaction is
subject to a number of conditions, including approval of the Company's
shareholders, receipt of financing and receipt of governmental approvals.
Berkshire Partners LLC, Salomon Smith Barney Inc. and Bank of America Securities
LLC have committed, subject to customary conditions, to provide equity and debt
financing for the transaction. The transaction has been approved by a special
committee of independent members of the board of directors of the Company.
In connection with the Merger, the Board of Directors of the Company has
approved an amendment (the "Rights Agreement Amendment") 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 (the "Rights
Agreement"). The Rights Agreement Amendment exempts the Buyout Group and certain
other persons from the adverse effects under the Rights Agreement subject to
specified limitations. The Company also authorized some or all such persons to
form arrangements with each other regarding their possible participation in the
Merger.
The preceding is qualified in its entirety by reference to the Merger
Agreement, the Rights Agreement Amendment and the Company's press release
announcing the signing of the Merger Agreement, copies of which are attached
hereto as Exhibits 2, 10 and 99 respectively, and which are incorporated herein
by reference.
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Item 7. EXHIBITS
2 Agreement and Plan of Merger, dated as of June 1, 2000, by and between the
Company and Pac Packaging Acquisition Corporation.
10 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.
99 Text of Press Release, dated as of June 1, 2000, issued by the Company.
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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 15, 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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