Exhibit 4.4
FORM OF
NOTICE OF GUARANTEED DELIVERY
FOR TENDER FOR EXCHANGE OF
12 3/8% SENIOR SUBORDINATED NOTES DUE 2010
FOR 12 3/8% SERIES B SENIOR SUBORDINATED NOTES DUE 2010
OF
UNITED STATES CAN COMPANY
This Notice of Guaranteed Delivery, or one substantially equivalent to
this form, must be used to accept the Exchange Offer (as defined below) if (i)
the procedures for delivery by book-entry transfer cannot be completed on a
timely basis, (ii) certificates for the Company's (as defined below) 12 3/8%
Senior Subordinated Notes due 2010 (the "Notes") are not immediately available
or (iii) the Notes, the Letter of Transmittal and all other required documents
cannot be delivered to Bank One Trust Company, N.A. (the "Exchange Agent") on or
prior to _________, 2001 (the "Expiration Date"). This Notice of Guaranteed
Delivery may be delivered by hand, overnight courier or mail, or transmitted by
facsimile transmission, to the Exchange Agent. See "The Exchange Offer --
Guaranteed Delivery Procedures" in the Prospectus.
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THE EXCHANGE OFFER AND WITHDRAWAL RIGHTS WILL
EXPIRE AT 5:00 P.M., NEW YORK CITY TIME,
ON ______________, 2001, UNLESS EXTENDED.
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THE EXCHANGE AGENT FOR THE EXCHANGE OFFER IS:
BANK ONE TRUST COMPANY, N.A.
BY OVERNIGHT COURIER OR REGISTERED OR
CERTIFIED MAIL:
Bank One Trust Company, N.A.
Global Corporate Trust Services
1 Bank One Plaza, Suite IL1-0134
Chicago, Illinois 60670-0134
Attention: Exchanges
BY HAND DELIVERY:
Bank One Trust Company, N.A. Bank One Trust Company, N.A.
14 Wall Street, 8th Floor OR One North State Street, 9th Floor
New York, New York 10005 Chicago, Illinois 60602
Attention: Exchanges Attention: Exchanges
Facsimile: (312) 407-8853
DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN
AS SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE WILL NOT CONSTITUTE A VALID
DELIVERY.
IF YOU HAVE ANY QUESTIONS REGARDING THIS NOTICE OF GUARANTEED DELIVERY
OR REQUESTS FOR ADDITIONAL INFORMATION, PLEASE CONTACT THE EXCHANGE AGENT AT
(800) 524-9472.
THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE
SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE
GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH
SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE
SIGNATURE BOX ON THE LETTER OF TRANSMITTAL.
THE GUARANTEE ON THE NEXT PAGE MUST BE COMPLETED.
LADIES AND GENTLEMEN:
The undersigned hereby tenders to United States Can Company, a
Delaware corporation (the "Company"), upon the terms and subject to the
conditions set forth in the Prospectus dated _______, 2001 (as the same may be
amended or supplemented from time to time, the "Prospectus") and the related
Letter of Transmittal (which together constitute the "Exchange Offer"), receipt
of which is hereby acknowledged, the aggregate liquidation amount of Notes set
forth below pursuant to the guaranteed delivery procedure set forth in the
Prospectus under the caption "The Exchange Offer--Guaranteed Delivery
Procedures."
All authority herein conferred or agreed to be conferred in
this Notice of Guarantee of Delivery and every obligation of the undersigned
hereunder shall be binding upon the successors, assigns, heirs, executors,
administrators, and legal representatives of the undersigned and shall not be
affected by and shall survive the death or incapacity of the undersigned.
Aggregate Principal Amount Tendered:
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(Name(s) of Registered Holder(s) - Please Print
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(Address of Registered Holder(s))
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(Zip Code)
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(Area Code and Telephone No.)
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Check box if Notes will be delivered (Name(s) of Authorized Signatory)
by book-entry transfer and provide
account number number. -------------------------------------------------
(Capacity)
/ / The Depository Trust Company
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DTC Account Number: (Address(es) of Authorized Signatory)
Date:
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(Area Code and Telephone No.)
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Signature(s) of Record Holder or Authorized
Signatory)
Dated:
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This Notice of Guaranteed Delivery must be signed by the registered
holder(s) of the Notes tendered hereby exactly as their name(s) appear on the
certificates for such Notes or on a security position listing such holder(s) as
the owner(s) of such Notes, or by person(s) authorized to become registered
holder(s) of such Notes by endorsements and documents submitted with this Notice
of Guaranteed Delivery. If signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer of a corporation or other person acting in
the fiduciary or representative capacity, such person must provide the preceding
information and, unless waived by the Company, submit with the Letter of
Transmittal evidence satisfactory to the Company of such person's authority to
so act.
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GUARANTEE OF DELIVERY
(Not to be used for signature guarantee)
The undersigned, a firm or other entity identified in Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor
institution," including (as such terms are defined therein): (1) a bank; (2) a
broker, dealer, municipal securities broker, municipal securities dealer,
government securities broker, government securities dealer; (3) a credit union;
(4) a national securities exchange, registered securities association or
clearing agency; or (5) a savings association that is a participant in a
Securities Transfer Association recognized program (each of the foregoing being
referred to as an "Eligible Institution"), hereby guarantees to deliver to the
Exchange Agent at its address set forth above, either the Notes tendered hereby
in proper form for transfer, or confirmation of the book-entry transfer of such
Notes to the Exchange Agent's account at The Depository Trust Company ("DTC"),
pursuant to the procedures for book-entry transfer set forth in the Prospectus,
in either case together with one or more properly completed and duly executed
Letter(s) of Transmittal (or facsimile thereof or Agent's Message in lieu
thereof) and any other required documents within three business days after the
date of execution of this Notice of Guaranteed Delivery. The undersigned
acknowledges that it must deliver the Letter(s) of Transmittal (or facsimile
thereof or Agent's Message in lieu thereof) and the Notes tendered hereby to the
Exchange Agent within the time period set forth above and that failure to do so
could result in a financial loss to the undersigned.
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Name of Firm:
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Address:
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ZIP CODE
Area Code and Telephone
Number:
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AUTHORIZED SIGNATURE
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Name:
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PLEASE TYPE OR PRINT
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Title:
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Dated:
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, 2001
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NOTE: DO NOT SEND NOTES WITH THIS NOTICE OF GUARANTEED DELIVERY. ACTUAL
SURRENDER OF NOTES MUST BE MADE PURSUANT TO, AND BE ACCOMPANIED BY, A
PROPERLY COMPLETED AND DULY EXECUTED LETTER OF TRANSMITTAL AND ANY OTHER
REQUIRED DOCUMENTS.
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