SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10K
(Mark One)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
---------- THE SECURITIES EXCHANGE ACT OF 1934 (FEE REQUIRED)
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
-------------------------------------------
OR
---------- TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (D) OF
THE SECURITIES EXCHANGE ACT OF 1934 (NO FEE REQUIRED)
For the transition period from _______ to _______.
Commission File Number: 1-6690
------
CONTINENTAL CAN COMPANY, INC.
-----------------------------
(Exact name of registrant as specified in its charter)
Delaware 11-2228114
- ------------------------------------- ---------------------------------------
(State of Incorporation) (I.R.S. Employer Idenification No.)
One Aerial Way, Syosset, New York 11791
- -------------------------------------- ---------------------------------------
(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (516) 822-4940
--------------
Securities registered pursuant to Section 12 (b) of the Act:
Common Stock ($.25 par value) New York Stock Exchange
- ----------------------------- --------------------------------------------
(Title of each class) (Name of each exchange on which registered)
Securities registered pursuant to Section 12 (g) of the Act: None
----
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15 (d) of the Securities Exchange Act of 1934
during the preceeding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K {X}.
The aggregate market value of voting stock held by non-affiliates of the
Registrant based on the closing price at which such stock was sold on the New
York Stock Exchange on March 24, 1997 was $44,672,981.
The number of shares of Common Stock outstanding on March 24, 1997 was 3,205,835
shares.
DOCUMENTS INCORPORATED BY REFERENCE
Part II (except Item No. 6 "Selected Financial Data" and Item No. 9 "Changes In
And Disagreements With Accountants On Accounting And Financial Disclosure") is
incorporated by reference to the Registrant's Annual Report to Stockholders for
the fiscal year ended December 31, 1996, and Part III (except Item 10 regarding
executive officers) is incorporated by reference to the Registrant's Proxy
Statement to be filed on or about April 7, 1997 in connection with its 1997
Annual Meeting of Stockholders to be held on May 21, 1997.
ITEM 1. BUSINESS
- -----------------
(a) General Development of Business
-------------------------------
Continental Can Company, Inc. (the Company) is a publicly traded company
incorporated in Delaware in 1970 under the name Viatech, Inc. The name of the
Company was changed to Continental Can Company, Inc. in October 1992. The
Company is engaged in the packaging business through a number of operating
subsidiaries. The Company's packaging business consists of (i) its 84% owned
domestic subsidiary, Plastic Containers, Inc. (PCI), which owns Continental
Plastic Containers, Inc. and Continental Caribbean Containers, Inc.
(collectively, CPC), (ii) its wholly owned German operating subsidiary, Dixie
Union GmbH & Company KG (Dixie Union) and (iii) its majority-owned European
operating subsidiary, Ferembal S.A. (Ferembal), which in turn owns 95% of
Obalex, A.S. (Obalex). The Company also owns a 49% interest in Onena Bolsas de
Papel in Spain. PCI is a leading manufacturer of extrusion blow-molded
containers in the United States. Ferembal is a manufacturer of rigid packaging,
primarily food cans, of which it is the second largest supplier in France.
Obalex is a manufacturer of metal cans in the Czech Republic. Dixie Union
manufactures plastic films and packaging machines, primarily for the food and
pharmaceutical industries. Onena manufactures film, and laminates and prints
plastic, paper and foil packaging materials for the food and snack food
industries in Spain. The Company also owns Lockwood, Kessler & Bartlett, Inc.
(LKB) which provides services principally in the fields of mapping and survey,
civil and structural engineering, mechanical and electrical engineering, and
construction administration and inspection.
(b) Financial Information About Industry Segments
---------------------------------------------
The Company has one reportable industry segment - packaging, as determined
in accordance with the Financial Accounting Standards Board Statement of
Financial Accounting Standards No. 14.
(c) Narrative Description of Business
---------------------------------
The Company manufactures packaging which accounted for 98.5%, 98.4 and 98%
of its consolidated revenues in 1996, 1995 and 1994, respectively.
CPC - The Company's 84% owned subsidiary, PCI, acquired CPC in November
---
1991. CPC, headquartered in Norwalk, Connecticut, has fifteen manufacturing
plants in the continental United States and one in Puerto Rico. CPC is a leader
in the development, manufacture and sale of a wide range of extrusion blow-
molded plastic containers for household chemicals, food and beverages,
automotive products and motor oil, industrial and agricultural chemicals and
cosmetics and toiletries. CPC manufactures single and multi-layer containers,
primarily from high density polyethylene and polypropylene resins, ranging in
size from two ounces to 2.5 gallons. Some of these multi-layer containers
include a barrier layer of ethyl vinyl alcohol which renders the container
oxygen tight and makes it suitable for use in food products which are subject to
spoilage or deterioration if exposed to oxygen. CPC sells containers to
national consumer products companies, including Clorox Company, Coca-Cola Foods,
Colgate-Palmolive Company, Lever Brothers, Mobil Oil Corporation, Pennzoil
Products Company, Procter & Gamble Company, and Quaker Oats Company. CPC, in
many cases, manufactures substantially all of a customer's container
requirements for specific product categories or for particular container sizes.
CPC has long-standing relationships with most of its customers and has long-term
contracts or agreements with customers representing a substantial portion of its
dollar sales volume.
Ferembal - The Company owns 85% of Ferembal. A convertible bond is
--------
outstanding which, if converted would reduce the Company's interest in Ferembal
to 64%. Ferembal, headquartered in Paris, has five manufacturing plants located
in each of the main agricultural regions of France. The Roye plant, located in
Picardie, was built in 1964 and expanded substantially in 1968. Its three main
divisions include coil cutting, printing and varnishing; the
2
manufacture of ends and bodies; and assembly. There are five welded lines in
operation at Roye and all industrial products are manufactured at this plant.
The Moelan plant, located in Brittany, is set up along similar lines as the Roye
plant with five welded lines. The Ludres plant, in eastern France, is Ferembal's
largest facility. In addition to twelve presses and two easy-open end
manufacturing units, Ludres has nine body assembly lines. Ferembal's research
and development and technical service departments are also located at Ludres.
The Veauche plant was built in 1982 to service southern France. Approximately
90% of the output of the two welded lines is "passed through the wall" to a
customer for the canning of pet food. The Ville Neuve sur Lot plant was built in
1991 and went into production with a three piece can line in early 1992. A two
piece can line went into production at this facility in mid-1992. At December
31, 1996, Ferembal was installing a three piece can line at a customer's
facility in Locmine.
Ferembal is the second largest producer of food cans in France and also
produces cans for pet foods and industrial products. Ferembal's products
include three-piece cans for food with over two hundred sets of specifications,
two-piece cans in several different diameters, easy-open ends, "hi-white enamel"
cans, and a large number of can products for industrial end uses. Ferembal's
production for the food and pet food markets accounts for approximately 85% of
its sales with remaining sales coming from cans produced for industrial
products. Ferembal's customers are primarily vegetable and prepared food
processors, pet food processors, and paint and other industrial can users.
Obalex - The Company's subsidiary, Ferembal, owns 95% of the outstanding
------
stock of Obalex. Obalex is headquartered in a three building complex on a 5
acre site in Znojmo, Czech Republic, which also serves as its sole manufacturing
facility. Obalex manufacturers both two and three-piece cans for food which
account for approximately 80% of its sales and a number of can products for
industrial end users.
Dixie Union - The Company, through wholly owned subsidiaries, owns all of
-----------
the outstanding stock of Dixie Union. Dixie Union is headquartered in Kempten,
Germany and has a subsidiary company in France. Dixie Union manufactures three
main product lines for the packaging industry: multi-layer shrink bags,
composite plastic films and packaging machines and slicers. Most of Dixie
Union's customers are in the food and pharmaceutical industries.
Onena - The Company owns 49% of the stock of Onena located in Pamplona,
-----
Spain. Onena manufactures plastic film and prints and laminates paper, plastic
and foil packaging material for the food and snack food industries in Spain.
LKB - The Company owns 100% of LKB, a consulting engineering firm, located
---
in Syosset, New York. LKB provides services to clients in the fields of
transportation, site, municipal, electrical and mechanical, and environmental
engineering. Most of LKB's clients are public sector state and municipal
agencies, utilities, financial institutions and developers. Most of its
projects involve infra-structure design and rehabilitation, environmental
reports and services, and utility substation design.
Other Matters - The primary users of products manufactured by the Company
-------------
are firms in the food and snack food, pet food, household chemical, motor oil
and pharmaceutical industries.
The raw materials used in the production of plastic containers, cans and
packaging films are readily available commodity materials and chemicals produced
by a large number of manufacturers. It is the practice of the Company to obtain
these raw materials from several sources in order to ensure an economical,
adequate and timely supply.
Some of the products manufactured by the Company are manufactured pursuant
to license. With regard to composite films, a fully paid up license from the
American National Can Company is in effect. With regard to shrink bags and
film, a license from the American National Can Company is in effect. Present
patents under this license expire at various times through 2000. The license
will expire on the date the last of the licensed patents expire. This license
is non-exclusive as to manufacture and sale of shrink bags and film in Europe
and non-exclusive as to sales to
3
the rest of the world. Sales may not be made in the Western Hemisphere, except
to certain countries in South America. The Company does not believe these
licenses are material to its packaging business taken as a whole.
The Company's business is seasonal insofar as the sales of Ferembal and
Obalex to the vegetable packing industry are dependent on agricultural
production and occurs primarily in the second and third quarters. The Company's
remaining products are not seasonal.
The Company is not dependent upon a single customer or a few customers.
Sales to one customer exceeded 10% of the Company's consolidated revenues in
1996.
As of December 31, 1996, the Company's backlog was approximately $20.2
million (compared to $22.6 million at December 31, 1995). All backlog is
expected to be filled within the current fiscal year. Ferembal, Obalex, and
Plastic Containers, Inc. produce most of their products under open orders. As a
result, none of the foregoing backlog is attributable to them.
The Company's business in total is highly competitive with a large number
of competitors. The main competitors include Owens Illinois, Inc. and Graham
Packaging with regard to plastic containers, Crown, Cork & Seal, Inc. with
regard to cans, W. R. Grace & Co. with regard to barrier shrink films, and
Multi-Vac with regard to packaging machinery. The principal methods of
competition are price, quality and service.
The amount spent on research and development activities amounted to
approximately $11,495,000 in 1996, $12,187,000 in 1995 and $12,461,000 in 1994.
The number of persons employed by the Company as of December 31, 1996 and
1995 was 3,463 and 3,796, respectively.
(d) Foreign and Domestic Operations
-------------------------------
Sales to unaffiliated customers are set out below:
1996 1995 1994
-------- -------- --------
(In thousands)
Europe $297,491 $312,137 $286,412
United States 282,703 295,470 247,614
Other 4,840 6,780 3,154
-------- -------- --------
Total $585,034 $614,387 $537,180
======== ======== ========
Information regarding the operating profit and the identifiable assets
attributable to the Company's foreign operations is incorporated herein by
reference to Note 15 of the Consolidated Financial Statements appearing in the
Annual Report to Stockholders for the year ended December 31, 1996.
ITEM 2. PROPERTIES
- -------------------
The Company believes its facilities are suitable, adequate, and properly
sized to provide the capacity necessary to meet its sales. The Company's
production facilities are utilized for the manufacture and storage of the
Company's products. The extent of utilization in each of the Company's
facilities varies based on a number of factors but primarily on sales and
inventory levels for specific products. The location of the customer also
affects utilization since shipment costs beyond a certain distance can make
production of some products at a remote facility uneconomic. Seasonality
affects utilization substantially at Ferembal and Obalex with very high
utilization in the
4
pre-harvest and harvest season and substantially lower utilization during the
late fall and winter. The Company adjusts labor levels and capital investment at
each of its facilities in order to optimize their utilization.
The Company's main production facility for LKB is located in Syosset, New
York in a 25,000 square foot building owned by the Company. This steel and
concrete block building was constructed in 1955 on a 2-1/2 acre lot.
CPC is headquartered in 19,812 square feet of leased office space in
Norwalk, Connecticut. CPC also leases its technical center in Elk Grove,
Illinois (78,840 sq. ft.), its accounting office space in Omaha, NE (5,489 sq.
ft.), and sales offices in Cincinnati, Ohio (1,266 sq. ft.) and Houston, Texas
(703 sq. ft.).
The following table sets forth the location and square footage of CPC's
production facilities which are used for both manufacture and warehousing of
finished goods:
SIZE IN SIZE IN
PLANT LOCATION SQUARE FEET PLANT LOCATION SQUARE FEET
- ----------------- ----------- ------------------- -----------
Santa Ana, CA 103,000 Lima, OH 123,000
Fairfield, CA 66,000 Newell, WV 50,000
Houston, TX 80,000 Oil City, PA 96,000
Kansas City, KS 173,000 Baltimore, MD 151,000
Elk Grove, IL 183,000 Lakeland, FL 218,000
DuPage, IL 104,000 New Market, NJ 116,000
Cincinnati, OH 130,000 Caguas, Puerto Rico 47,000
Atlanta, GA 85,000 West Memphis, AR 60,000
PCI owns the facilities in Santa Ana, Fairfield, Oil City, Baltimore
and Puerto Rico; all others are leased. PCI's Cleveland, Ohio facility ceased
production in October 1996. The lease on this facility expires on August 31,
1997. PCI's New Market, New Jersey facility is expected to cease production by
the end of the first quarter of 1997. The New Market lease expires on June 30,
1999.
Ferembal is headquartered in 20,000 square feet of office space subject
to a capital lease in Clichy, a suburb of Paris. Ferembal operates five
manufacturing facilities in five locations in France. Ferembal owns a 384,000
square foot manufacturing facility on a 21 acre site in Roye for the production
of food and industrial cans. Ferembal owns a 42,000 square foot manufacturing
facility for the production of food cans at Veauche on a 5 acre site. The
facility at Veauche is located next to a customer's plant and food can
production is "passed through the wall" to the customer. Ferembal has a capital
lease with regard to several buildings totaling 229,000 square feet on a 23 acre
site in Ludres. In addition, Ferembal owns a 29,000 square foot building on a 3
acre site. These facilities are used for the manufacture of food cans and for
research and development activities. Ferembal has a capital lease with regard
to several buildings totaling 252,000 square feet on an 18 acre site in Moelan
which are used for the manufacture of food cans. Ferembal operates a
manufacturing facility for food cans in a 42,000 square foot building on a 4
acre site in Villeneuve sur Lot under a rental agreement. Each of the
manufacturing facilities utilizes a portion of its building space for
warehousing its finished goods.
Obalex is located in several buildings with approximately 182,000
square feet on an 5 acre site in Znojmo, Czech Republic. This facility is the
sole manufacturing site for Obalex which also uses the complex for the storage
of its finished goods.
Dixie Union is headquartered in a three-story, 108,000 square foot
manufacturing facility on a 5 acre site in Kempten, Germany, leased through
2004. In addition, a small facility is leased as sales and distribution center.
5
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
The Company's subsidiaries are defendants in a number of actions which
arose in the normal course of business. In the opinion of management, the
eventual outcome of these actions will not have a significant effect on the
Company's financial position.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders during the
quarter ended December 31, 1996.
PART II
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
- --------------------------------------------------------------------------
MATTERS
- -------
As partial consideration for the purchase of 34 shares of PCI, the
Company issued a warrant to Merrywood, Inc. ("Merrywood") on December 17, 1996
which entitled Merrywood to purchase up to 150,000 shares of Common Stock for
$20.00 per share. The warrant expires on December 31, 2000. For purposes of
purchase accounting the Company valued the warrant at $52,208. Exemption from
registration was claimed under (S) 4(2) of the Securities Act of 1933 as seller
has represented that it will not sell or transfer such securities in violation
of the Act.
The remaining information required by this item is incorporated herein
by reference to the section entitled "Common Stock Prices and Related Matters"
of the Annual Report to Stockholders for the year ended December 31, 1996.
ITEM 6. SELECTED FINANCIAL DATA(1)
- -----------------------------------
1996 1995 1994 1993 1992
--------- -------- -------- -------- --------
Net sales (2) $585,034 $614,387 $537,180 $481,842 $511,241
======== ======== ======== ======== ========
Net (loss) income (2) (3) $ (5,560) $ 555 $ 4,445 $ 988 $ 2,063
======== ======== ======== ======== ========
(Loss) earnings per
common share (3)
Primary $ (1.69) $ .17 $ 1.39 $ .33 $ .67
======== ======== ======== ======== ========
Fully Diluted $ (1.69) $ .17 $ 1.34 $ .32 $ .64
======== ======== ======== ======== ========
Weighted average
shares outstanding (4) 3,289 3,339 3,220 3,023 3,078
======== ======== ======== ======== ========
Total assets $391,032 $445,411 $423,585 $385,907 $400,010
======== ======== ======== ======== ========
Long term debt and capitalized
lease obligations $170,750 $143,138 $142,361 $153,982 $165,701
======== ======== ======== ======== ========
Total stockholders'
equity (4) $ 68,624 $ 76,298 $ 70,696 $ 60,855 $ 62,935
======== ======== ======== ======== ========
Working capital $ 78,747 $ 46,195 $ 71,348 $ 66,105 $ 69,158
======== ======== ======== ======== ========
Current ratio 1.76 1.29 1.52 1.67 1.69
======== ======== ======== ======== ========
(1) In thousands, except per share amounts and current ratio.
(2) In 1993, includes sales of $10,682 and net income of $238 related to the
purchase of Obalex.
(3) Includes an extraordinary charge of $6,136 ($1.87 per share both primary
and fully-diluted) in 1996. Includes an extraordinary charge of $115 ($.03
per share both primary and fully-diluted) in 1995. Includes a charge for
the cumulative effect of an accounting change of $262 ($.08 per share both
primary and fully-diluted) and an
6
extraordinary charge of $108 ($.03 per share both primary and fully-
diluted) in 1994. Includes income for the cumulative effect of an
accounting change of $460 ($.15 per share primary and $.14 per share fully-
diluted) and an extraordinary charge of $1,502 ($.49 per share primary and
$.44 per share fully-diluted) in 1992.
(4) The 1994 weighted average shares outstanding include 268 shares issued in
May 1994 upon the conversion of the Companys 10-3/4% Convertible
Subordinated Debentures.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
- ------------------------------------------------------------------------
RESULTS OF OPERATIONS
- ---------------------
The information required by this item is incorporated herein by
reference to the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in the Annual Report to
Stockholders for the year ended December 31, 1996.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ----------------------------------------------------
The information required by this item is incorporated by reference to
the Company's consolidated financial statements and related notes, together with
the independent auditors' report in the Annual Report to Stockholders for the
year ended December 31, 1996.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
There have been no changes in nor disagreements with the Company's
accountants on accounting and financial disclosure during the twenty-four month
period ended December 31, 1996.
PART III
ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
- ------------------------------------------------------------
The information required by this item, with respect to directors of the
registrant, will be included under the caption "Election of Directors" of a
definitive Proxy Statement to be dated March 21, 1997 which will be filed with
the Commission pursuant to Regulation 14A and is hereby incorporated into this
report by this reference.
Executive officers of the registrant include Messrs. Donald J. Bainton and
Abdo Yazgi who are also directors of the registrant and for whom information
required by this item is included in the Proxy Statement as previously
mentioned.
Information for other executive officers, is as follows:
Term of Year First
Name and Age Position Held Office Became Officer
- ------------------------ --------------- -------- --------------
John H. Andreas Vice President- (1) 1992
63 Manufacturing
Marcial B. L'Hommedieu Treasurer (1) 1963
71
Linda R. Driscoll Secretary (1) 1992
52
(1) The term of office of all executive officers is indefinite, at the pleasure
of the Board of Directors.
7
The business experience of each executive officer is as follows:
Mr. Andreas has served as Vice President of Manufacturing since April 1992.
Prior to that time, he was an independent business consultant. Prior to his
retirement in 1988, Mr. Andreas was employed by the former Continental Can
Company, Inc. for 33 years, most recently as General Manager.
Mr. L'Hommedieu has served as Treasurer or Assistant Treasurer of the Company
and its subsidiary, Lockwood, Kessler & Bartlett, Inc., since 1963.
Ms. Driscoll has served as Secretary of the Company since May 1996. She had
been Assistant Secretary of the Company since May 1992.
ITEM 11. EXECUTIVE COMPENSATION
- --------------------------------
The information required by this item is included under the caption
"Executive Compensation" of a definitive Proxy Statement to be dated March 21,
1997 which will be filed with the Commission pursuant to Regulation 14A and is
hereby incorporated into this report by this reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- -----------------------------------------------------------------------
The information required by this item is included under the caption "Stock
Ownership" of a definitive Proxy Statement to be dated March 21, 1997 which will
be filed with the Commission pursuant to Regulation 14A and is hereby
incorporated into this report by this reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- -------------------------------------------------------
The information required by this item is included under the caption
"Transactions with Management" of a definitive Proxy Statement to be dated March
21, 1997 which will be filed with the Commission pursuant to Regulation 14A and
is hereby incorporated into this report by this reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K
- --------------------------------------------------------------------------
(a) 1. Financial Statements:
Consolidated Balance Sheets as of December 31, 1996 and 1995
Consolidated Statements of Operations for the years ended December 31, 1996,
1995, and 1994
Consolidated Statements of Stockholders' Equity for the years ended December
31, 1996, 1995 and 1994
Consolidated Statements of Cash Flows for the years ended December 31, 1996,
1995 and 1994
Notes to Consolidated Financial Statements for the years ended December 31,
1996, 1995 and 1994
Independent Auditors' Report.
The above financial statements are included under Item 8 of Part II of this
report.
2. Financial Statement Schedules:
II Valuation & Qualifying Accounts...................... p. 11
III Condensed Financial Information of Registrant........ p. 12
8
All other schedules are omitted because they are not applicable, not required,
or the information is given in the financial statements or the notes thereto.
3. Exhibits Required:
3.1 Articles of Incorporation, as amended................ (2)
3.2 By-Laws, as amended.................................. (2)
4.1 Indenture dated as of December 17, 1996, among PCI,
as Issuer, CPC and Caribbean, as Guarantors, and
United States Trust Company of New York, as Trustee,
providing for 10% Senior Secured Notes due 2006,
Series A and Series B (including the definitive forms
of the Notes)........................................ (1)
4.2 Registration Rights Agreement dated as of December
17, 1996, by and among PCI, CPC and Caribbean, and
Donaldson, Lufkin & Jenrette Securities Corporation,
Lehman Brothers Inc. and Societe Generale
Securities Corporation............................... (1)
10.1 Amended and Restated Financing Agreement dated December
17, 1996, between The CIT Group/Business Credit, Inc.
(as Lender) and PCI (as Borrower)...................... (1)
10.2 Master Lease Agreement, dated as of May 20, 1994,
between General Electric Capital Corporation and
CPC................................................... (1)
10.3 Schedules A-1 through A-6, each dated December 17,
1986, to the Master Lease Agreement (Exhibit 10.2)... (1)
10.4 Corporate Guaranty dated May 20, 1994, from PCI to
General Electric Capital Corporation, and Amendments
Nos. 1 and 2 thereto, both made as of December
17, 1996.............................................. (1)
10.5 1988 Restricted Stock Option Plan, as amended......... (2)*
10.6 1988 Director Stock Option Plan....................... (2)*
10.7 1990 Stock Option Plan for Non-Employee Directors..... (2)*
10.8 Shareholders' Agreement dated July 7, 1989, among
Viatech, Inc., Le Fer Blac S.A., Citicorp Capital
Investors Europe Limited and Citibank S.A. ........... (2)
10.9 Revolving Credit and Term Loan Agreement dated as of
December 1, 1992...................................... (2)
10.10 Stock Purchase Agreement dated November 2, 1991....... (2)
10.11 1992 Restricted Stock Plan for Non-Employee Directors,
as amended............................................ (2)*
10.12 Agreement Among PCI Stockholders, dated October
22, 1996.............................................. (2)
10.13 Employment Contract with Donald J. Bainton, as
amended............................................... (2)*
10.14 1995 Restricted Stock Compensation Plan............... (2)*
10.15 Amendment No. 2 to Revolving Credit and Term Loan
Agreement............................................. (2)
11.1 Statement re computation of per share earnings........
See Note 1 .......................................p. 31
13.1 Annual Report to Stockholders for 1996............... p. 15
21 Subsidiaries of the Registrant....................... p. 52
23.1 Independent Auditors' Report on Schedules............ p. 53
23.2 Consent of Independent Auditors...................... p. 54
27 Financial Data Schedule.............................. p. 55
* Management contract or compensatory plan or
arrangement.
(1) These documents have been previously filed with the Commission by
Plastic Containers, Inc.
(2) These documents have previously been filed with the Commission.
All other items for which provision is made in the applicable regulations
of the Securities and Exchange Commission have been omitted as they are
not required under the related instructions or they are inapplicable.
(b) Reports on Form 8-K
No reports on Form 8-K were filed during the quarter ended December 31, 1996.
9
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
CONTINENTAL CAN COMPANY, INC.
By: /s/ Abdo Yazgi Date: March 24, 1997
- --------------------------------------- ----- --------------
Abdo Yazgi, Executive Vice President
(Principal Financial & Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.
/s/ Donald J. Bainton Date: March 24, 1997
- ---------------------------------------------------- ----------- --------------
Donald J. Bainton, Chairman of the Board
of Directors and Chief Executive Officer
(Principal Executive Officer)
/s/ Kenneth Bainton Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Kenneth Bainton, Director
/s/ Robert L.. Bainton Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Robert L. Bainton, Director
/s/ Nils E. Benson Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Nils E. Benson, Director
/s/ Charles DiGiovanna Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Charles DiGiovanna, Director
/s/ Rainer N. Greeven Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Rainer N. Greeven, Director
/s/ V. Henry ONeill Date: March 24, 1997
- ---------------------------------------- ---------- --------------
V. Henry O'Neill, Director
/s/ John J. Serrell Date: March 24, 1997
- ---------------------------------------- ---------- --------------
John J. Serrell, Director
/s/ Robert A. Utting Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Robert A. Utting, Director
/s/ Abdo Yazgi Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Abdo Yazgi, Director
/s/ Jose Luis Zapata Date: March 24, 1997
- ---------------------------------------- ---------- --------------
Jose Luis Zapata, Director
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Schedule II - Valuation and Qualifying
Accounts
Continental Can Company, Inc. and
Subsidiaries
Allowance for Doubtful Accounts
Years Ended December 31, 1996, 1995 and
1994
(in thousands)
Balance at Charged to Balance at
beginning costs and (1) (2) end of
of period expenses Deductions Other period
---------- ---------- ---------- ------- --------------
Year ended
December 31, 1996 $6,144 $1,878 $2,160 $1,484 $4,378
========== ========== ---------- ======= ==============
Year ended
December 31, 1995 $5,316 $1,909 $1,081 $ - $6,144
========== ========== ========== ======= ==============
Year ended
December 31, 1994 $3,522 $2,845 $1,051 $ - $5,316
========== ========== ========== ======= ==============
(1) Represents uncollectible accounts written-off.
(2) Represents $1,484 from deconsolidation of subsidiary in 1996.
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Schedule III - Condensed Financial Information of Registrant
Continental Can Company, Inc.
Balance Sheets
Years Ended December 31, 1996 and 1995
(in thousands) 1996 1995
-------- --------
ASSETS:
Cash $ 24 $ (10)
Investments in Subsidiaries at Equity 101,356 77,520
Other Assets 1,436 1,692
-------- -------
Total Assets $102,816 $79,202
======== =======
LIABILITIES AND STOCKHOLDERS' EQUITY:
Current Liabilities (a) $ 4,192 $ 2,479
Long Term Debt (a) 30,000 425
-------- -------
Total Liabilities 34,192 $ 2,904
Stockholders' Equity 68,624 76,298
-------- -------
$102,816 $79,202
======== =======
(a) See Note 8, Items (a) and (b) of Notes to Consolidated Financial Statements
of Continental Can Company, Inc. and Subsidiaries.
Continental Can Company, Inc.
Statements of Earnings
Years Ended December 31, 1996, 1995 and 1994
(in thousands) 1996 1995 1994
--------- -------- --------
Management Fees $ 2,103 $ 2,247 $ 1,882
Selling, General and
Administrative Expenses 2,917 3,817 2,923
-------- ------- -------
(814) (1,570) (1,041)
(Deficit) Equity in Net (Loss) Income
of Subsidiaries (b) ( 4,361) 2,402 5,803
-------- ------- -------
(5,175) 832 4,762
Other (385) (277) (290)
-------- ------- -------
555 4,472
(Provision for) Recovery of
Income Taxes - - (27)
-------- ------- -------
Net Income $ (5,560) $ 555 $ 4,445
======== ======= =======
(b) Includes for 1996, 1995 and 1994 extraordinary charges of $6,136, $115 and
$108, respectively, relating to the extinguishment of debt and in 1994 a
charge of $262 relating to the cumulative effect of adopting SFAS No. 112.
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Schedule III - Condensed Financial Information of Registrant (Continued)
Continental Can Company, Inc.
Statements of Cash Flows
Years Ended December 31, 1996, 1995 and 1994
(in thousands) 1996 1995 1994
--------- -------- --------
Cash Flows from Operating Activities:
Net (Loss) Income $ (5,560) $ 555 $ 4,445
Adjustments to Reconcile Net (Loss)
Income to Net Cash Used in Operating
Activities:
Dividends Received From Affiliates 311 344 818
(Deficit) Equity in Net (Loss) Income 4,361 (2,402) (5,803)
of Subsidiaries
(Increase) Decrease in Due to (1,590) 1,281 (442)
Affiliates
Other 669 51 387
-------- ------- -------
Net Cash Used in Operating Activities (1,809) (171) (595)
Cash Flows From Investing Activities:
Increase Investment in Subsidiaries (29,163) - (1,225)
Proceeds from Sale of Capital Assets - - 411
-------- ------- -------
Net Cash Used in Investing Activities (29,163) - (814)
Cash Flows From Financing Activities:
Common Stock Issued Upon Conversion of
Debentures and Warrants 131 849 362
Proceeds from Short-Term Borrowings 1,300 - -
Proceeds from (Repayment of)
Long-Term Financing 29,575 (767) 500
-------- ------- -------
Net Cash Provided by Financing 31,006 82 862
Activities
Net Increase (Decrease) in Cash 34 (89) (547)
Cash at Beginning of Year (10) 79 626
-------- ------- -------
Cash at End of Year $ 24 $ (10) $ 79
======== ======= =======
Cash paid for interest and income taxes
was as follows:
1996 1995 1994
-------- ------- -------
Interest $ 111 $ 76 $ 210
Income Taxes $ 76 $ 105 $ 8
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EXHIBITS ATTACHED:
------------------
11.1 Statement re computation of per share earnings Page 31
13.1 1996 Annual Report to Stockholders Page 15
21 Subsidiaries of the Registrant Page 52
23.1 Independent Auditors' Report on Schedules Page 53
23.2 Consent of Independent Auditors Page 54
27 Financial Data Schedule Page 55
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