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FOR IMMEDIATE RELEASE:
CONTACT: Dianne Steele
Managing Director - Corporate Communication
U.S. Can Corporation
(630) 571-2564
U.S. CAN CORPORATION STOCKHOLDER FILES LAWSUIT CHALLENGING
RECAPITALIZATION
Oak Brook, IL, September 21, 2000 - U.S. Can Corporation (NYSE: USC) today
announced that a purported class action lawsuit challenging its pending
recapitalization transaction has been filed in the Delaware Court of Chancery by
a stockholder against U.S. Can, Pac Packaging Acquisition Corporation, all of
the directors of U.S. Can and a principal in Berkshire Partners LLC who formerly
served as a director of U.S. Can.
The complaint alleges, among other things, that the terms of the
recapitalization are unfair to the stockholders of U.S. Can, that U.S. Can's
directors breached their fiduciary duties to U.S. Can's stockholders in
approving the recapitalization, that the proxy statement dated September 6, 2000
is misleading and incomplete and that under Delaware law the merger must be
approved by a two-thirds vote of disinterested stockholders rather than a simple
majority of the outstanding shares. The complaint seeks, among other things,
that the recapitalization transaction be enjoined or rescinded and that the
defendants pay unspecified monetary damages as well as unspecified costs and
attorneys' fees. The plaintiff has not filed a motion to preliminarily enjoin
the recapitalization or to expedite the proceedings. U.S. Can is proceeding
with its scheduled stockholders meeting on Friday, September 29, 2000 to approve
the recapitalization and expects to complete the transaction shortly thereafter.
U.S. Can believes that this lawsuit is without merit and intends to contest
this matter vigorously.
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 United 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.
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