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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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 2, 1996
U.S. CAN CORPORATION UNITED STATES CAN COMPANY
(Exact name of registrant as specified in its (Exact named of registrant as specified in
charter) its charter)
DELAWARE DELAWARE
(State or other jurisdiction of incorporation) (State or other jurisdiction or incorporation)
0-21314 33-43734
(Commission File Number) (Commission File Number)
06-1094196 06-1145011
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
900 Commerce Drive 900 Commerce Drive
Oak Brook, Illinois 60521 Oak Brook, Illinois 60521
(Address of principal executive offices) (Address of principal executive offices)
(708) 571-2500 (708) 571-2500
(Registrant's telephone number, including (Registrant's telephone number, including
area code) area code)
Not Applicable Not Applicable
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(Former name or former address, if changed (Former name or former address, if changed
since last report.) since last report.)
(Explanatory Note: United States Can Company is not required by Section 13 or
15(d) of the Exchange Act to file reports thereunder, but has agreed, pursuant
to the Indenture under which its 13 1/2% Senior Subordinated Notes Due 2002
were issued, to file all reports required by Section 13 or 15(d) whether or not
required by law.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 2, 1996, United States Can Company (the "Company") completed the
acquisition of all of the outstanding stock of three related companies, CPI
Plastics, Inc., CP Ohio, Inc. and CP Illinois, Inc. (collectively, "CPI"),
engaged in manufacturing molded plastic drums and pails and poultry products at
locations in Newnan, Georgia, Alliance, Ohio and Jerseyville, Illinois. To
acquire the stock, the Company paid approximately $15 million in cash to the
stockholders of CPI, subject to adjustment for the change in net working
capital (as defined in the acquisition agreement) through the closing date,
plus potential contingent payments in an amount not to exceed $1 million based
upon CPI's financial performance for the years 1996 and 1997. The purchase
price was established through negotiations between the Company and the CPI
stockholders. This acquisition was financed with a borrowing under the
acquisition facility provided as part of the Company's bank credit facilities
with Bank of America Illinois and the other lenders included in the bank group.
There is no material relationship between the former CPI stockholders and the
Company or the Company's affiliates, or any director or officer of the Company,
or any associate of any such director or officer. The Company intends to
continue to use the assets of CPI in the manufacture of molded plastic drums
and pails and poultry products. The foregoing description of the acquisition
is qualified in its entirety by reference to the Stock Purchase Agreement filed
as Exhibit 2.1 hereto and incorporated herein by this reference.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) Financial statements of businesses acquired.
It is impracticable at this time to provide the financial statements
required by the instructions to Item 7 of this Form. These required statements
will be filed as soon as practicable but in any event not later than October
16, 1996.
(b) Pro forma financial information.
It is impracticable at this time to provide the pro forma financial
information required by the instructions to Item 7 of this Form. This required
information will be filed as soon as practicable but in any event not later
than October 16, 1996.
(c) Exhibits.
Exhibit
Number Description of Document
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2.1 Stock Purchase Agreement, among the Company, CPI and the former CPI
stockholders, dated as of August 2, 1996, together with a list
briefly identifying the contents of all omitted schedules
The registrant agrees to furnish supplementally a copy of any omitted schedule
to the Stock Purchase Agreement to the Securities and Exchange Commission upon
request.
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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.
U.S. CAN CORPORATION
Date: August 9, 1996 By /s/ TIMOTHY W. STONICH
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Timothy W. Stonich
Executive Vice President--Finance,
Chief Financial Officer and Secretary
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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.
UNITED STATES CAN COMPANY
Date: August 9, 1996 By /s/ TIMOTHY W. STONICH
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Timothy W. Stonich
Executive Vice President--Finance,
Chief Financial Officer and Secretary
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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2.1 Stock Purchase Agreement, among the Company, CPI and the former
CPI stockholders, dated as of August 2, 1996, together with a
list briefly identifying the contents of all omitted schedules.