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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): August 22, 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.
(a) Second Amendment to Merger Agreement
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 (the
"Rollover Shares") 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 which definitively established the Rollover Stockholders and amended
the Company's disclosure schedule.
On August 22, 2000, the Company and Pac executed a further amendment to the
Merger Agreement to make a 26,115 share reduction in the number of Rollover
Shares of Salomon Smith Barney Inc.
The preceding is qualified in its entirety by reference to the Merger
Agreement, and all amendments thereto, which are listed as Exhibits 2.1, 2.2 and
2.3 and incorporated herein by reference.
(b) Press Release
On August 23, 2000, the Company issued the press release attached as
Exhibit 99.1 and 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 (filed
as Exhibit 2.2 to the Company's Current Report on Form 8-K, dated June 30,
2000 and incorporated by reference herein).
2.3 Second Amendment to Agreement and Plan of Merger, dated as of August 22,
2000, by and between the Company and Pac Packaging Acquisition Corporation.
99.1 Press Release, dated August 23, 2000.
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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: August 31, 2000 U.S. CAN CORPORATION
By: /s/ JOHN L. WORKMAN
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John L. Workman
Executive Vice President and
Chief Financial Officer
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