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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
JOINT QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D)
OF THE SECURITIES EXCHANGE ACT OF 1934
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
COMMISSION FILE NUMBER 0-21314 COMMISSION FILE NUMBER 33-43734
U.S. CAN CORPORATION UNITED STATES CAN COMPANY
(Exact name of registrant (Exact name of registrant
as specified in its charter) as specified in its charter)
06-1094196 06-1145011
(I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.)
DELAWARE DELAWARE
(State or Other Jurisdiction of (State or Other Jurisdiction of
Incorporation or Organization) Incorporation or Organization)
900 COMMERCE DRIVE 900 COMMERCE DRIVE
OAK BROOK, ILLINOIS 60521 OAK BROOK, ILLINOIS 60521
(Address of Principal Executive (Address of Principal Executive
Offices, Including Zip Code) Offices, Including Zip Code)
(708) 571-2500 (708) 571-2500
(Registrant's Telephone Number, (Registrant's Telephone Number,
Including Area Code) Including Area Code)
INDICATE BY CHECK MARK WHETHER THE REGISTRANTS (1) HAVE FILED ALL REPORTS
REQUIRED TO BE FILED BY SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF
1934 (THE "EXCHANGE ACT") DURING THE PRECEDING 12 MONTHS (OR FOR SUCH SHORTER
PERIOD THAT THE REGISTRANTS WERE REQUIRED TO FILE SUCH REPORTS), AND (2) HAVE
BEEN SUBJECT TO SUCH FILING REQUIREMENTS FOR THE PAST 90
DAYS. YES /X/ NO / /
(EXPLANATORY NOTE: UNITED STATES CAN COMPANY (A WHOLLY OWNED SUBSIDIARY OF U.S.
CAN CORPORATION) IS NOT REQUIRED BY SECTION 13 OR 15(D) OF THE EXCHANGE ACT TO
FILE SUCH REPORTS, 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.)
AS OF JULY 31, 1996, 12,927,072 SHARES OF U.S. CAN CORPORATION'S COMMON STOCK
WERE OUTSTANDING. AS OF JULY 31, 1996, 1,000 SHARES OF UNITED STATES CAN
COMPANY'S COMMON STOCK WERE OUTSTANDING.
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U.S. CAN CORPORATION
UNITED STATES CAN COMPANY
FORM 10-Q
FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996
TABLE OF CONTENTS
PAGE
----
PART I FINANCIAL INFORMATION
Item 1. Financial Statements (Unaudited)
U.S. Can Corporation Condensed Consolidated Balance Sheets
June 30, 1996 and December 31, 1995......................................... 3
United States Can Company Condensed Balance Sheets
June 30, 1996 and December 31, 1995......................................... 4
U.S. Can Corporation Condensed Consolidated Statements of Operations
Quarterly Periods Ended June 30, 1996 and July 2, 1995...................... 5
United States Can Company Condensed Statements of Operations
Quarterly Periods Ended June 30, 1996 and July 2, 1995...................... 6
U.S. Can Corporation Condensed Consolidated Statements of Cash Flows
Quarterly Periods Ended June 30, 1996 and July 2, 1995...................... 7
United States Can Company Condensed Statements of Cash Flows
Quarterly Periods Ended June 30, 1996 and July 2, 1995...................... 8
Notes to Condensed Consolidated Financial Statements and Condensed
Financial Statements........................................................ 9
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations............................................................... 14
OTHER INFORMATION
PART II
Item 1. Legal Proceedings........................................................... 18
Item 4. Submission of Matters to a Vote of Security Holders......................... 18
Item 6. Exhibits and Reports on Form 8-K............................................ 18
2
3
U.S. CAN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED BALANCE SHEETS
(UNAUDITED)
(000'S OMITTED, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
1996 1995
--------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents................................................. $ 740 $ 136
Accounts receivable, less allowances of $6,649 and $5,451 in 1996 and
1995, respectively...................................................... 74,976 51,279
Inventories............................................................... 86,864 78,252
Prepaid expenses and other current assets................................. 10,975 10,786
Prepaid income taxes...................................................... 5,027 6,732
--------- ---------
Total current assets.................................................. $ 178,582 $ 147,185
--------- ---------
PROPERTY, PLANT AND EQUIPMENT:
Land...................................................................... 2,586 2,576
Buildings................................................................. 50,397 44,954
Machinery, equipment and construction in process.......................... 328,262 306,319
--------- ---------
$ 381,245 $ 353,849
Less -- Accumulated depreciation and amortization......................... (137,456) (123,748)
--------- ---------
Total property, plant and equipment................................... $ 243,789 $ 230,101
--------- ---------
MACHINERY REPAIR PARTS...................................................... $ 5,264 $ 5,395
INTANGIBLES................................................................. 66,353 62,301
OTHER ASSETS................................................................ 10,539 10,454
--------- ---------
Total assets.......................................................... $ 504,527 $ 455,436
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt...................................... $ 17,484 $ 17,216
Cash overdrafts........................................................... 6,134 5,395
Accounts payable.......................................................... 35,212 32,560
Accrued payrolls and benefits............................................. 19,730 19,282
Accrued insurance......................................................... 5,787 5,830
Other current liabilities................................................. 22,414 17,954
--------- ---------
Total current liabilities............................................. $ 106,761 $ 98,237
--------- ---------
SENIOR DEBT................................................................. $ 158,041 $ 127,360
SUBORDINATED DEBT........................................................... 100,000 100,000
--------- ---------
Total long-term debt.................................................. $ 258,041 $ 227,360
--------- ---------
OTHER LONG-TERM LIABILITIES:
Postretirement benefits................................................... $ 25,519 $ 25,080
Deferred income taxes..................................................... 20,288 19,962
Other long-term liabilities............................................... 2,110 2,970
--------- ---------
Total other long-term liabilities..................................... $ 47,917 $ 48,012
--------- ---------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS' EQUITY
Preferred stock, $.01 par value; 10,000,000 shares authorized, none issued
or outstanding.......................................................... $ -- $ --
Common stock, $.01 par value; 50,000,000 shares authorized 12,934,315 and
12,902,111 shares issued in 1996........................................ 129 129
Paid-in capital........................................................... 104,098 103,913
Unearned restricted stock................................................. (1,831) (2,052)
Treasury common stock, at cost; 13,976 and 37,908 shares in 1996 and 1995,
respectively............................................................ (151) (319)
Retained deficit.......................................................... (10,437) (19,844)
--------- ---------
Total stockholders' equity............................................ $ 91,808 $ 81,827
--------- ---------
Total liabilities and stockholders' equity......................... $ 504,527 $ 455,436
========= =========
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these balance sheets.
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UNITED STATES CAN COMPANY
CONDENSED BALANCE SHEETS
(UNAUDITED)
(000'S OMITTED, EXCEPT SHARE DATA)
JUNE 30, DECEMBER 31,
1996 1995
--------- ------------
ASSETS
CURRENT ASSETS:
Cash and cash equivalents............................................ $ 740 $ 136
Accounts receivable, less allowances of $6,649 and $5,451 in 1996 and
1995, respectively................................................. 74,976 51,279
Inventories.......................................................... 86,864 78,252
Prepaid expenses and other current assets............................ 10,975 10,125
Prepaid income taxes................................................. 3,730 6,096
---------- ----------
Total current assets............................................ $ 177,285 $ 145,888
---------- ----------
PROPERTY, PLANT AND EQUIPMENT:
Land................................................................. 2,586 2,576
Buildings............................................................ 50,397 44,954
Machinery, equipment and construction in process..................... 328,262 306,319
---------- ----------
$ 381,245 $ 353,849
Less -- Accumulated depreciation and amortization.................... (137,456) (123,748)
---------- ----------
Total property, plant and equipment............................. $ 243,789 $ 230,101
---------- ----------
MACHINERY REPAIR PARTS................................................... $ 5,264 $ 5,395
LONG-TERM RECEIVABLE FROM PARENT......................................... 1,047 1,472
INTANGIBLES.............................................................. 66,353 62,301
OTHER ASSETS............................................................. 10,539 10,454
---------- ----------
Total assets......................................................... $ 504,277 $ 455,611
========== ==========
LIABILITIES AND STOCKHOLDER'S EQUITY
CURRENT LIABILITIES:
Current maturities of long-term debt................................. $ 17,484 $ 17,216
Cash overdrafts...................................................... 6,134 5,395
Accounts payable..................................................... 35,212 32,560
Payable to Parent.................................................... 1,206 1,057
Accrued payrolls and benefits........................................ 19,730 19,282
Accrued insurance.................................................... 5,787 5,830
Other current liabilities............................................ 22,414 17,954
---------- ----------
Total current liabilities....................................... $ 107,967 $ 99,294
---------- ----------
SENIOR DEBT.............................................................. $ 158,041 $ 127,360
SUBORDINATED DEBT........................................................ 100,000 100,000
---------- ----------
Total long-term debt................................................. $ 258,041 $ 227,360
---------- ----------
OTHER LONG-TERM LIABILITIES:
Postretirement benefits.............................................. $ 25,519 $ 25,080
Deferred income taxes................................................ 21,027 20,701
Other long-term liabilities.......................................... 2,110 2,970
---------- ----------
Total other long-term liabilities............................... $ 48,656 $ 48,751
---------- ----------
COMMITMENTS AND CONTINGENCIES
STOCKHOLDER'S EQUITY
Common stock, 1,000 shares authorized and outstanding................ $ 1 $ 1
Paid-in capital...................................................... 94,300 94,300
Retained deficit..................................................... (4,688) (14,095)
---------- ----------
Total stockholder's equity........................................ $ 89,613 $ 80,206
---------- ----------
Total liabilities and stockholder's equity...................... $ 504,277 $ 455,611
========== ==========
The accompanying Notes to Condensed Financial Statements
are an integral part of these balance sheets.
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U.S. CAN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(UNAUDITED)
(000'S OMITTED, EXCEPT PER SHARE DATA)
QUARTERLY PERIOD
ENDED SIX MONTHS ENDED
-------------------- --------------------
JUNE 30, JULY 2, JUNE 30, JULY 2,
1996 1995 1996 1995
-------- -------- -------- --------
NET SALES........................................... $180,596 $165,981 $344,207 $320,042
COST OF SALES....................................... 157,466 144,757 299,595 276,969
-------- -------- -------- --------
Gross income...................................... $ 23,130 $ 21,224 $ 44,612 $ 43,073
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........ 7,080 7,101 13,930 13,692
-------- -------- -------- --------
Operating income.................................. $ 16,050 $ 14,123 $ 30,682 $ 29,381
INTEREST EXPENSE ON BORROWINGS...................... 6,334 6,345 12,520 12,147
AMORTIZATION OF DEFERRED FINANCING COSTS............ 376 382 802 739
CONSOLIDATION EXPENSE............................... 0 82 0 164
OTHER EXPENSE....................................... 511 446 1,003 717
-------- -------- -------- --------
Income before income taxes........................ $ 8,829 $ 6,868 $ 16,357 $ 15,614
PROVISION FOR INCOME TAXES.......................... 3,752 2,908 6,950 6,532
-------- -------- -------- --------
NET INCOME.......................................... $ 5,077 $ 3,960 $ 9,407 $ 9,082
======== ======== ======== ========
PER SHARE DATA:
Net income........................................ $ 0.39 $ 0.31 $ 0.72 $ 0.71
======== ======== ======== ========
Weighted average shares and equivalent shares
outstanding (000's)............................ 13,074 12,856 13,042 12,860
======== ======== ======== ========
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
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UNITED STATES CAN COMPANY
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)
(000'S OMITTED)
QUARTERLY PERIOD
ENDED SIX MONTHS ENDED
-------------------- --------------------
JUNE 30, JULY 2, JUNE 30, JULY 2,
1996 1995 1996 1995
-------- -------- -------- --------
NET SALES........................................... $180,596 $165,981 $344,207 $320,042
COST OF SALES....................................... 157,466 144,757 299,595 276,969
-------- -------- -------- --------
Gross income...................................... $ 23,130 $ 21,224 $ 44,612 $ 43,073
SELLING, GENERAL AND ADMINISTRATIVE EXPENSES........ 7,080 7,101 13,930 13,692
-------- -------- -------- --------
Operating income.................................. $ 16,050 $ 14,123 $ 30,682 $ 29,381
INTEREST EXPENSE ON BORROWINGS...................... 6,334 6,345 12,520 12,147
AMORTIZATION OF DEFERRED FINANCING COSTS............ 376 382 802 739
CONSOLIDATION EXPENSE............................... 0 82 0 164
OTHER EXPENSE....................................... 511 446 1,003 717
-------- -------- -------- --------
Income before income taxes........................ $ 8,829 $ 6,868 $ 16,357 $ 15,614
PROVISION FOR INCOME TAXES.......................... 3,752 2,908 6,950 6,532
-------- -------- -------- --------
NET INCOME.......................................... $ 5,077 $ 3,960 $ 9,407 $ 9,082
======== ======== ======== ========
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
6
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U.S. CAN CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000'S OMITTED)
SIX MONTHS ENDED
--------------------
JUNE 30, JULY 2,
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................................. $ 9,407 $ 9,082
Adjustments to reconcile net income to net cash provided by operating
activities --
Depreciation and amortization........................................ 16,351 14,002
Plant consolidation costs paid....................................... -- (1,633)
Consolidation expense................................................ -- 164
Deferred income taxes................................................ 640 1,568
Change in operating assets and liabilities, net of acquired
businesses --
Accounts receivable.................................................. (23,697) (11,243)
Inventories.......................................................... (8,612) 943
Accounts payable..................................................... 2,652 (19,309)
Accrued payrolls and benefits, insurance and other................... 2,964 (305)
Postretirement benefits.............................................. 349 283
Other, net........................................................... (3,248) 441
-------- --------
Net cash used in operating activities.............................. $ (3,194) $ (6,007)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................................... $(13,952) $(19,187)
Acquisition of businesses, net of cash acquired......................... (13,711) (29,167)
Machinery repair parts usage (purchases), net........................... 131 (18)
-------- --------
Net cash used in investing activities.............................. $(27,532) $(48,372)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Issuance of common stock................................................ $ 56 $ 50
Net borrowings under the revolving line of credit and changes in cash
overdrafts........................................................... 34,839 67,161
Borrowings of other long-term debt, including capital lease
obligations.......................................................... 1,976 16
Payments of other long-term debt, including capital lease obligations... (5,127) (11,661)
Payments of debt refinancing costs...................................... (285) (719)
Payments of common stock issuance costs................................. -- (22)
Purchase of treasury stock, net......................................... (129) (124)
-------- --------
Net cash provided by financing activities.......................... $ 31,330 $ 54,701
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS..................................... $ 604 $ 322
CASH AND CASH EQUIVALENTS, beginning of period............................ 136 123
-------- --------
CASH AND CASH EQUIVALENTS, end of period.................................. $ 740 $ 445
======== ========
The accompanying Notes to Condensed Consolidated Financial Statements
are an integral part of these statements.
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UNITED STATES CAN COMPANY
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
(000'S OMITTED)
SIX MONTHS ENDED
--------------------
JUNE 30, JULY 2,
1996 1995
-------- --------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income.............................................................. $ 9,407 $ 9,082
Adjustments to reconcile net income to net cash provided by operating
activities --
Depreciation and amortization........................................ 16,351 14,002
Plant consolidation costs paid....................................... 0 (1,633)
Consolidation expense................................................ 0 164
Deferred income taxes................................................ 640 1,568
Change in operating assets and liabilities, net of acquired
businesses --
Accounts receivable.................................................. (23,697) (11,243)
Inventories.......................................................... (8,612) 943
Accounts payable..................................................... 2,652 (19,309)
Accrued payrolls and benefits, insurance an.......................... 2,964 (305)
Postretirement benefits.............................................. 349 283
Other, net........................................................... (3,248) 441
-------- --------
Net cash used in operating activities.............................. $ (3,194) $ (6,007)
-------- --------
CASH FLOWS FROM INVESTING ACTIVITIES:
Capital expenditures.................................................... $(13,952) $(19,187)
Acquisition of businesses, net of cash acquired......................... (13,711) (29,167)
Machinery repair parts usage (purchases), net........................... 131 (18)
-------- --------
Net cash used in investing activities.............................. $(27,532) $(48,372)
-------- --------
CASH FLOWS FROM FINANCING ACTIVITIES:
Net borrowings under the revolving line of credit and changes in cash
overdrafts........................................................... 34,839 $ 67,161
Changes in payable to Parent............................................ (73) (96)
Borrowings of other long-term debt, including capital lease
obligations.......................................................... 1,976 16
Payments of other long-term debt, including capital lease obligations... (5,127) (11,661)
Payments of debt refinancing costs...................................... (285) (719)
-------- --------
Net cash provided by financing activities.......................... $ 31,330 $ 54,701
-------- --------
INCREASE IN CASH AND CASH EQUIVALENTS..................................... $ 604 $ 322
CASH AND CASH EQUIVALENTS, beginning of period............................ 136 123
-------- --------
CASH AND CASH EQUIVALENTS, end of period.................................. $ 740 $ 445
======== ========
The accompanying Notes to Condensed Financial Statements
are an integral part of these statements.
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U.S. CAN CORPORATION AND SUBSIDIARY
UNITED STATES CAN COMPANY
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
NOTES TO CONDENSED FINANCIAL STATEMENTS
JUNE 30, 1996
(UNAUDITED)
(1) PRINCIPLES OF REPORTING
The condensed consolidated financial statements include the accounts of
U.S. Can Corporation (the "Corporation") and its wholly owned subsidiary, United
States Can Company ("U.S. Can"), and the condensed financial statements include
only the accounts of U.S. Can. The consolidated group is hereinafter referred to
as the Company. These financial statements have been prepared in accordance with
generally accepted accounting principles for interim reporting. Accordingly,
they do not include all of the information and footnotes required by generally
accepted accounting principles for complete financial statements. These
financial statements, which, in the opinion of management, include all
adjustments, consisting only of normal recurring adjustments, necessary for a
fair presentation, have not been audited by independent public accountants.
Operating results for any interim period are not necessarily indicative of
results that may be expected for the full year.
Certain information and footnote disclosure normally included in financial
statements prepared in accordance with generally accepted accounting principles
have been condensed or omitted pursuant to the rules and regulations of the
Securities and Exchange Commission; however, management believes that the
disclosures contained herein are adequate to make the information presented not
misleading. It is suggested that these financial statements be read in
conjunction with the previously filed financial statements and footnotes
included in the Corporation's and U.S. Can's Joint Annual Report on Form
10-K/A-1 for the year ended December 31, 1995.
Quarterly accounting periods are based upon two four-week periods and one
five-week period. Management believes that this technique provides a more
consistent view of accounting data resulting in greater comparability than the
calendar month basis would provide.
(2) ACQUISITIONS
In early 1995, the Company completed its acquisition of the stock of Metal
Litho International, Inc. and the portion of a related partnership not
previously owned by MLI (collectively, "MLI") for approximately $10.1 million in
cash, plus the assumption of approximately $4.2 million of debt. The former MLI
plant, located in Trenton, New Jersey, is a full service metal decorating
facility, providing coil shearing and tin plate coating and printing. In March
1995, the Company completed its acquisition of the stock of Plastite Corporation
("Plastite") for approximately $7.3 million, plus future contingent payments of
approximately $2.5 million. The former Plastite plant, located in Morrow,
Georgia, manufactures plastic paint cans and pails in two sizes.
In April 1995, the Company completed an acquisition of certain assets of
Prospect Industries Corporation ("Prospect") for approximately $8.8 million. The
acquired assets, located in North Brunswick, New Jersey, are used to manufacture
metal pails for the chemical and coatings industries. U.S. Can's North Brunswick
operation includes coil cutting, coating and lithography, as well as
manufacturing of tops and bottoms. In May 1995, the Company completed an
acquisition of the stock of Hunter Container Corporation ("Hunter") for
approximately $4.0 million, plus the assumption of $2.5 million of debt. The
former Hunter facility, located in Vernalis, California, manufactures a broad
line of proprietary and specialty metal containers.
In April 1996, the Company acquired from Alltrista Corporation
("Alltrista") substantially all of the machinery, equipment and coatings and
inks inventory of, as well as certain proprietary technology used in, Alltrista
Metal Services ("AMS"), a division of Alltrista (collectively referred to
hereinafter as the "Assets"), and assumed a liability of approximately $0.5
million. The Assets were purchased for approximately $9.6 million. The Company
also agreed to purchase the Chicago, Illinois, Baltimore, Maryland and
9
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Trussville, Alabama real property and buildings formerly used in AMS's business
for approximately $4.8 million. In a related transaction, in June 1996, the
Company completed the purchase of AMS's remaining inventory for approximately $8
million. AMS was engaged in the business of metal cutting and decorating, as
well as the manufacture, sale and licensure of certain proprietary products. In
July 1996, the Company discontinued operations at the former AMS operations in
Baltimore, Maryland and Trussville, Alabama.
Each of the foregoing business acquisitions was accounted for as a purchase
for financial reporting purposes. Accordingly, certain recorded assets and
liabilities of the acquired companies were revalued at estimated fair values as
of the acquisition date. Such revaluation adjustments, all made pursuant to the
purchase method of accounting, resulted in increased amortization and
depreciation in periods following the acquisition. Management has used its best
judgment and available information in estimating the fair value of those assets
and liabilities. Any changes to these estimates are not expected to be material.
The operating results of each acquired business are included in the
consolidated statement of operations from the date of acquisition. Amortization
of any excess purchase price over the estimated fair value of the net assets
acquired is made over a period of forty years.
In February 1996, the Company announced its intention to establish a paint
can and general line manufacturing plant in the Dallas, Texas area. This
decision followed the Company's agreement with Sherwin-Williams on the material
terms of a long-term container purchase agreement. This Texas facility will
initially produce gallon round paint cans for the coatings industry. In the
future, if circumstances warrant, the Company may expand this facility to
include steel pails, plastic pails and/or other general line containers.
In May 1996, the Company announced the selection of South Wales as the site
of a new aerosol container manufacturing facility. This plant, expected to be
operational in 1997, represents an initial investment of $20 million (spread
over two to three years), and will supply The Gillette Company's U.K.
operations.
(3) INVENTORIES
Inventories are stated at cost determined by the last-in, first-out
("LIFO") cost method, not in excess of market. Inventory costs include elements
of material, labor and factory overhead. Current (first-in, first-out) cost of
inventories was lower than inventories valued at LIFO by approximately $374,000
at June 30, 1996. At December 31, 1995, the current cost of inventories was
approximately $150,000 higher than inventories valued at LIFO. The Company's
gross income margin continues to be sufficient to absorb the
higher-than-current-cost carrying value of its inventories. Inventories reported
in the accompanying balance sheets were classified as follows (000's omitted):
JUNE 30, DECEMBER 31,
1996 1995
-------- ------------
Raw materials............................................ $ 24,425 $ 21,066
Work in process.......................................... 39,836 34,138
Finished goods........................................... 18,936 19,549
Machine shop inventory................................... 3,667 3,499
------- -------
$ 86,864 $ 78,252
======= =======
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(4) CREDIT AGREEMENT
On April 29, 1994, U. S. Can entered into a four-year credit agreement (the
"Credit Agreement") with a group of banks providing a $130 million line of
credit consisting of a $95 million revolving credit line (the "Revolving Credit
Facility") and a $35 million term loan (the "Term Loan"). As of June 30, 1996,
$7,000,000 of the Term Loan had been repaid under the terms of the Credit
Agreement. Funds available under the Credit Agreement are used for working
capital and other general corporate purposes. The loans outstanding under the
Credit Agreement bear interest at a floating rate equal to, at the election of
U.S. Can, one of the following: (i) the Base Rate per annum (currently 8.25%),
or (ii) based on the current pricing ratio, a reserve-adjusted Eurodollar rate
plus 1.125% per annum, for specified interest periods (selected by U.S. Can) of
one, two, three or six months. The "Base Rate" is the higher of: (i) the Federal
Funds rate plus 1/2 of 1% per annum or (ii) the rate of interest publicly
announced from time to time by Bank of America Illinois, Chicago, Illinois as
its "reference rate." For letters of credit issued under the Credit Agreement,
U.S. Can pays fees equal to: (a) the applicable Eurodollar Margin, currently
1.125% per annum, multiplied by the aggregate face amount outstanding on each
such letter of credit and (b) an amount payable to the issuing bank equal to
0.2% per annum of the aggregate face amount outstanding on each such letter of
credit, both of which are payable quarterly in arrears. Currently, U.S. Can is
required to pay a commitment fee of 0.375% per annum of the average daily unused
portion of each lender's commitment under the Credit Agreement.
The Credit Agreement is secured by the accounts receivable and inventory of
U.S. Can. The Term Loan is also secured by a mortgage on U.S. Can's Elgin,
Illinois facility and certain equipment located at the Elgin facility. In early
April 1996, the lenders under the Credit Agreement provided U.S. Can a temporary
$10 million increase in the Revolving Credit Facility due to seasonal inventory
requirements. In late April 1996, these lenders provided U.S. Can an additional
temporary $20 million increase in the Revolving Credit Facility due to the
acquisition of certain assets from Alltrista. The Revolving Credit Facility will
be automatically reduced by $10 million on September 30, 1996, and by $20
million on December 31, 1996. As of June 30, 1996, borrowings under the Credit
Agreement totaled $123.3 million, an additional $11.7 million in letters of
credit had been issued pursuant thereto, and $18.0 million of unused credit
remained available thereunder.
In July 1996, the lenders under the Credit Agreement provided to U.S. Can a
supplemental $97 million credit facility (the "Acquisition Facility") to fund
certain permitted acquisitions and, at U.S. Can's option, prepay the Revolving
Credit Facility by an amount not to exceed $20 million on December 31, 1996.
While the Acquisition Facility is in place, U.S. Can may not use the Revolving
Credit Facility to fund acquisitions. The Acquisition Facility matures on April
30, 1997, but U.S. Can may, at its option and subject to certain restrictions,
elect to convert the outstanding borrowings thereunder to term loans with a
five-year amortization period. Base rate and Eurodollar loans outstanding under
the Acquisition Facility bear interest at a higher margin than other borrowings
under the Credit Agreement. Under the amended Credit Agreement, U.S. Can's
interest rate margins vary depending upon U.S. Can's ratio of total funded debt
to earnings, before interest, taxes, depreciation and amortization. In addition,
U.S. Can is required to pay an acquisition loan activation fee in an amount
equal to 0.25% of the amount by which the loans outstanding at any time under
the Acquisition Facility exceed $50 million. In connection with the Acquisition
Facility, U.S. Can pledged substantially all of its unencumbered personal
property (including machinery and equipment) and owned real estate to secure its
obligations under the Acquisition Facility. U.S. Can is also required to pledge
the stock and/or assets, and provide the guaranty, of any company or operations
acquired using a borrowing under the Acquisition Facility.
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The terms of the Credit Agreement impose restrictions that affect, among
other things, U.S. Can's ability to (i) incur additional indebtedness, (ii)
create liens on assets, (iii) sell assets, (iv) engage in mergers, acquisitions
or consolidations, (v) make investments, (vi) pay dividends or make
distributions and (vii) engage in certain transactions with affiliates and
subsidiaries. The Credit Agreement also requires U.S. Can to comply with certain
financial ratios and tests.
Under and pursuant to the Credit Agreement, U.S. Can may pay cash dividends
on account of any shares of any class of capital stock of U.S. Can (or on any
warrants, options or rights with respect thereto) in an amount not to exceed 25%
of Net Income (as defined in the Credit Agreement) in any given fiscal year, but
in any event not more than 25% of consolidated cumulative Net Income
attributable to the period commencing subsequent to April 29, 1994, and ending
on the date of such proposed cash dividends; provided that either: (i) the Term
Loan has been indefeasibly paid in full in cash or (ii) the Leverage Ratio (as
defined in the Credit Agreement) as of the last day of the last fiscal quarter
of such fiscal year does not exceed 3.50 to 1.00; and, provided further, that no
Default or Event of Default (as defined in the Credit Agreement) exists
immediately prior to any such cash dividend or would result therefrom.
Notwithstanding the foregoing, in no event may U.S. Can pay such cash dividends
prior to the delivery of the annual audited consolidated financial statements to
the banks for the fiscal year ended in which either of the conditions contained
in clauses (i) or (ii) above has been satisfied. Because amounts remain
outstanding under the Term Loan, the Credit Agreement currently prohibits U.S.
Can from paying cash dividends.
The Credit Agreement also contains subjective covenants providing that U.S.
Can would be in default if, in the judgment of the lenders, there is a material
adverse change in the financial condition of U.S. Can. Management is not aware
of, nor does it anticipate, any facts, events or occurrences which could
reasonably be expected to have a material adverse effect on the operations of
U.S. Can that would cause the lenders to demand repayment of the amounts
borrowed under the Senior Credit Agreement prior to April 29, 1998. Accordingly,
the borrowings thereunder have been classified as long-term debt in the
accompanying balance sheets.
U.S. Can was in compliance with all terms and restrictive covenants of the
Credit Agreement and its other long-term debt agreements as of June 30, 1996.
(5) SUPPLEMENTAL CASH FLOW INFORMATION
U.S. Can paid interest on borrowings of $12,560,000 and $12,268,000 for the
six-month periods ended June 30, 1996 and July 2, 1995, respectively.
The Corporation and U.S. Can paid approximately $1,655,000 and $4,989,000
of income taxes for the six-month periods ended June 30, 1996 and July 2, 1995,
respectively.
During the six-month periods ended June 30, 1996 and July 2, 1995, the
Corporation issued stock valued at approximately $943,000 and $3,067,000,
respectively, into certain of its employee benefit plans. During the first
six-months of 1996 the company received no tax benefits on the exercise of
non-qualified stock options. The company did receive approximately $87,000 of
such benefits during the first six months of 1995.
(6) LEGAL PROCEEDINGS
On February 28, 1995, Continental Holdings Inc. ("CHI"), an affiliate of
Peter Kiewit Sons', Inc. ("Kiewit"), filed a Complaint against U.S. Can and
others in the United States District Court of the State of New Jersey, asserting
claims based upon alleged indemnity obligations of U.S. Can to Kiewit, as
successor in
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interest to Continental Can Company, USA, Inc. ("CCC"), arising from the 1987
acquisition by U.S. Can of the general packaging business of CCC. These alleged
indemnity obligations relate to environmental liabilities, reimbursable
insurance deductibles and reinsurance amounts, and certain personal injury
claims and employment discrimination claims. The Complaint includes counts for
breach of contract, declaratory judgment, indemnification and contribution,
CERCLA remedies, state environmental law remedies and unjust enrichment. CHI
seeks unspecified compensatory damages, consequential and incidental damages,
interest, attorneys' fees and costs of litigation, equitable relief,
environmental response costs, and restitution. No aggregate dollar amount of
damages is specified in the Complaint. However, in an initial discovery
disclosure served on U.S. Can, CHI alleged that its damages to the date of such
disclosure were approximately $4.4 million. U.S. Can has filed an Answer to the
Complaint, asserted affirmative defenses and made counterclaims against CHI
seeking reimbursement for expenses and accruals relating to postretirement
medical and life insurance benefits for former employees of CCC, and expenses
incurred as a result of CCC's breach of its contractual indemnification
obligations to U.S. Can. The case has been transferred to the United States
District Court for the Northern District of Illinois. U.S. Can believes it has
meritorious defenses to all of CHI's claims.
The National Labor Relations Board has issued a decision finding the
Company in violation of certain sections of the National Labor Relations Act as
a result of the Company's closure of certain facilities in 1991 and failure to
offer inter-plant job opportunities to affected employees. Management does not
believe that the resolution of this matter will have a material adverse effect
on the Company's financial condition or results of operations.
The Company understands that the groundwater in San Leandro, California is
contaminated at shallow and intermediate depths, and that the area of concern
partially extends to the groundwater below a facility formerly owned by the
Company. In late April 1996, the California Department of Toxic Substances
Control ("CDTSC") issued to certain of the past and present owners of this
facility, including U.S. Can, an order directing such owners to conduct
remediation activities at this site. Although there can be no assurance that the
Company will not incur material costs and expenses in connection with the CDTSC
order, extensive environmental testing has been performed at this facility and
management does not believe that substantial remediation activities at this
facility are justified. Representatives of the Company have met with the CDTSC
and agreed to undertake additional site assessment work. The San Leandro
facility was closed in 1989 and was sold, except for a related parcel of land,
in 1994. The remaining parcel was sold in 1995. In connection with the sale, the
Company agreed to indemnify the purchaser against any environmental claims
related to the Company's ownership of the property.
The Company is involved in various other environmental and legal actions
and administrative proceedings. Management is of the opinion that their outcome
will not have a material effect on the Company's financial position or results
of operations.
(7) SUBSEQUENT EVENTS
On August 1, 1996, the Company announced that it signed a definitive
agreement to purchase certain aerosol can businesses of Crown Cork & Seal
Company, Inc. ("Crown") located in the United Kingdom and Italy as well as the
aerosol can businesses of a Crown subsidiary, Carnaud Metalbox S.A. ("CMB")
located in France, Spain and Germany. The purchase price includes $52.8 million
in cash and the assumption of net indebtedness totaling $5.8 million, subject to
a post-closing adjustment for changes in working capital from April 30, 1996
through closing. Closing, which is subject to approval of various European
regulatory
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authorities, is currently expected to occur in the third quarter. The operations
to be acquired produce approximately 24% of all European tinplate aerosol cans
and, in 1995, the businesses to be acquired generated sales of $119 million and
earnings, before interest, taxes, depreciation and amortization, of more than
$14 million.
On August 2, 1996, U.S. Can 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, U.S. Can 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) from December 31, 1995 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. This acquisition was financed
with borrowings under the Acquisition Facility. For additional information
regarding the Acquisition Facility, see Note (4) of the Notes to Condensed
Consolidated Financial Statements and Condensed Financial Statements.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
The following narrative discusses the results of operations, liquidity and
capital resources for the Corporation and U.S. Can on a consolidated basis. The
consolidated group is referred to herein as the Company. The Corporation's only
business interest is in its ownership of U.S. Can's common stock. Operating
results for the Company and U.S. Can are identical. This section should be read
in conjunction with the Corporation's and U.S. Can's Joint Annual Report on Form
10-K/A-1 for the fiscal year ended December 31, 1995. See "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
contained therein.
RESULTS OF OPERATIONS
QUARTERLY PERIOD ENDED JUNE 30, 1996 VS. QUARTERLY PERIOD ENDED JULY 2, 1995
Net Sales
Net sales for the quarterly period ended June 30, 1996 totaled $180.6
million, an increase of 8.8% over the corresponding period in 1995. In 1996,
U.S. Can realized additional sales in its Metal Services line as a result of the
1996 acquisition of the assets of AMS. Increased unit volumes in aerosol and
paint containers and custom and specialty products also contributed to the sales
growth.
Gross Income
Gross income of $23.1 million for the second quarter of 1996 was $1.9
million, or 9.0%, higher than gross income for the second quarter of 1995. Gross
margin of 12.8% of net sales equalled that of the first quarter of 1995.
Operating Income
The Company's operating income of $16.0 million for the second quarter of
1996 was $1.9 million, or 13.6%, higher than operating income for the second
quarter of 1995. Income was favorably impacted by higher volume and an overhead
reduction program begun in late 1995. Operating income as a percent of net sales
was 8.9% for the second quarter of 1996 as compared to 8.5% for the second
quarter of 1995. Selling, general and
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administrative expenses decreased slightly period to period and decreased as a
percent of net sales from 4.3% of net sales in the second quarter of 1995 to
3.9% of net sales in the second quarter of 1996.
Interest and Other Expenses
Interest expense on borrowings remained flat in the second quarter of 1996
as compared to the second quarter of 1995, as a result of increased borrowing,
offset by lower interest rates. Amortization of deferred financing costs and
other expense remained constant in the second quarter of 1996 as compared to the
second quarter of 1995.
Net Income
Due to the factors discussed above, net income in the second quarter of
1996 was $5.1 million, compared to $4.0 million in the first quarter of 1995.
Primary earnings per share were $0.39 in the second quarter of 1996 compared to
$0.31 in the first quarter of 1995, an increase of 26%. Weighted average shares
outstanding increased slightly from period to period primarily as a result of
option exercises.
SIX-MONTH PERIOD ENDED JUNE 30, 1996 VS. SIX-MONTH PERIOD ENDED JULY 2, 1995
Net Sales
Net sales for the six-month period ended June 30, 1996 totaled $344.2
million, an increase of 7.6% over the corresponding period in 1995. Sales gains
for the year-to-date period reflect volume gained through acquisitions as well
as volume growth in the Company's core business. U.S. Can has realized
additional sales as a result of the 1995 acquisitions of the stock of MLI,
Plastite and Hunter, and of certain assets of Prospect, and the 1996 AMS
acquisition. Increased unit volumes in aerosol and paint containers and custom
and specialty products, as well as increased revenue from Metal Services, also
contributed to the sales growth.
Gross Income
Gross income of $44.6 million for the first half of 1996 was $1.5 million,
or 3.6%, higher than gross income for the first half of 1995. The 1996 AMS
acquisition and higher margins on certain products contributed to this increase.
Gross margin declined to 13.0% of net sales in the first half of 1996 from 13.5%
of net sales in the first half of 1995. The Company made a significant advance
purchase of steel in late 1994 and, as a result, the Company did not feel the
full impact of the 1995 steel price increase in the first quarter of 1995. The
cost savings in 1995 realized from this advance purchase of steel and increased
sales in 1996 in lower margin products contributed to the decrease in gross
margin.
Operating Income
The Company's operating income of $30.7 million for the first half of 1996
was $1.3 million, or 4.4%, higher than operating income for the first half of
1995. Income was favorably impacted by higher volume and an overhead reduction
program begun in late 1995. The first quarter of 1995 compared favorably to this
year due to late 1994 material purchases in advance of a January 1995 steel
price increase. Operating income as a percent of net sales was 8.9% for the
first half of 1996 as compared to 9.2% for the first half of 1995. The Company
experienced a slight increase in selling, general and administrative expenses
period to period. However, these expenses as a percent of net sales decreased
from 4.3% of net sales in the first half of 1995 to 4.0% of net sales in the
first half of 1996.
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Interest and Other Expenses
Interest expense on borrowings increased by approximately $373,000 in the
first half of 1996 as compared to the first half of 1995. The increase is a
result of increased borrowing, primarily to finance the Company's acquisitions,
offset by lower interest rates. Amortization of deferred financing costs and
other expense increased in the first half of 1996 by $185,000 as compared to the
first half of 1995. The increase is primarily a result of new borrowings and
goodwill amortization related to the acquisitions.
Net Income
Due to the factors discussed above, first half net income was $9.4 million,
up 4% from the first half of 1995. Primary earnings per share were $0.72 for the
first half of 1996, up 2% from the first half of 1995. Weighted average shares
outstanding increased slightly from period to period primarily as a result of
option exercises.
LIQUIDITY AND CAPITAL RESOURCES
"SAFE HARBOR" statement under the Private Securities Litigation Reform Act
of 1995: With the exception of historical information, the matters discussed in
this section are forward-looking statements that involve risks and uncertainties
including, but not limited to, market conditions, competition, raw material
costs, environmental laws and regulations, and other risks indicated in the
Company's other filings with the Securities and Exchange Commission.
The Company's cash requirements for operations, acquisitions and capital
expenditures during the six-month period ended June 30, 1996 were financed by
internally generated cash flows and borrowings under the Revolving Credit
Facility. The Revolving Credit Facility is provided to U.S. Can under the Credit
Agreement. For a more detailed discussion of the Credit Agreement, see Note (4)
of the unaudited Notes to Condensed Consolidated Financial Statements and
Condensed Financial Statements.
In early April 1996, the lenders under the Credit Agreement provided U.S.
Can a temporary $10 million increase in the Revolving Credit Facility due to
seasonal inventory requirements. In late April 1996, these lenders provided U.S.
Can an additional temporary $20 million increase in the Revolving Credit
Facility due to the acquisition of certain assets from Alltrista. The Revolving
Credit Facility will be automatically reduced by $10 million on September 30,
1996, and by $20 million on December 31, 1996. In July 1996, the Company's
lenders provided U.S. Can the Acquisition Facility to fund certain permitted
acquisitions and, at U.S. Can's option, prepay the Revolving Credit Facility by
$20 million on December 31, 1996. The Acquisition Facility matures on April 30,
1997, but U.S. Can may, at its option and subject to certain restrictions, elect
to convert the outstanding loans under the Acquisition Facility to term loans
with a five-year amortization period. For a more detailed discussion of the
Acquisition Facility, see Note (4) of the unaudited Notes to Condensed
Consolidated Financial Statements and Condensed Financial Statements. The
Company is evaluating several alternatives for more permanent long-term
financing.
In April 1996, U.S. Can completed the acquisition of certain assets from
Alltrista for a purchase price of approximately $14.9 million. In a related
transaction, in June 1996, U.S. Can purchased certain inventory from AMS for
approximately $8 million. The cash portion of the purchase price was funded by
the Revolving Credit Facility. For a more detailed discussion of this
acquisition, see Note (2) of the unaudited Notes to Condensed Consolidated
Financial Statements and Condensed Financial Statements.
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In August 1996, the Company completed the acquisition of all of the
outstanding stock of CPI for approximately $15 million, subject to certain
post-closing adjustments and potential future contingent payments. The cash
portion of the purchase price was funded by the Acquisition Facility. In August
1996, the Company also announced the signing of a definitive agreement to
purchase certain European aerosol container manufacturing operations from Crown.
The purchase price includes $52.8 million in cash, subject to a post-closing
adjustment for certain changes in working capital. Closing is currently expected
to occur in the third quarter and this transaction is expected to be funded
through a borrowing under the Acquisition Facility. For a more detailed
discussion of these acquisitions, see Note (7) of the unaudited Notes to
Condensed Consolidated Financial Statements and Condensed Financial Statements.
Under the terms of the Credit Agreement, $9,000,000 of the term loan had
been repaid as of July 30, 1996. As of June 30, 1996, U.S. Can had borrowings of
$123.3 million outstanding under the Credit Agreement, $11.7 million in letters
of credit had been issued pursuant thereto, and $18.0 million of unused credit
remained available thereunder. As of August 7, 1996, U.S. Can had borrowings of
$146.0 million outstanding under the Credit Agreement (including the Acquisition
Facility), $11.7 million in letters of credit had been issued pursuant thereto,
and $7.8 million of unused credit remained available thereunder (including the
two temporary increases to the Revolving Credit Facility). As of June 30, 1996,
U.S. Can was in compliance with all restrictive covenants of the Credit
Agreement and its other long-term debt agreements.
Management believes that cash flow from operations, amounts available under
the Revolving Credit Facility and proceeds from equipment financings should
provide sufficient funds to meet short-term and long-term capital expenditure
and debt amortization requirements, and other cash needs in the ordinary course
of business. The Company would expect to finance acquisitions and investments
through use of the Acquisition Facility or some combination of cash, stock
and/or debt financing.
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PART II
OTHER INFORMATION
ITEM 1. LEGAL PROCEEDINGS
For a discussion of the San Leandro, California remediation order, see Note
(6) of the unaudited Notes to Condensed Consolidated Financial Statements and
Condensed Financial Statements contained in Item 1 of Part I of this report
(which is incorporated herein in its entirety by this reference).
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
The Corporation's Annual Meeting of Stockholders was held on April 25,
1996. The following persons were nominated and elected to serve as Directors of
the Corporation for a term of three years or until their successors have been
duly elected and qualified:
NOMINEE FOR WITHHELD
- --------------------- ----------- --------
Ricardo Poma 10,402,570 58,495
Michael J. Zimmerman 10,402,609 58,456
In addition, the Corporation's appointment of Arthur Andersen LLP to serve
as its independent auditor for fiscal year 1996 was ratified in accordance with
the following vote:
FOR AGAINST WITHHELD
- --------------------- ----------- --------
10,451,628 6,525 2,912
The 1996 Employee Stock Purchase Plan was presented and adopted in
accordance with the following vote:
FOR AGAINST WITHHELD NON-VOTE
- --------------------- ----------- -------- --------
10,318,613 82,068 24,506 35,878
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(a) Exhibits
INCORPORATION
EXHIBIT BY REFERENCE
NUMBER DESCRIPTION OF DOCUMENT (IF APPLICABLE)
- ------ ----------------------------------------------------------------------- ---------------
3.1 Restated Certificate of Incorporation of U.S. Can Corporation.......... * 4.3
3.2 Restated Certificate of Incorporation of United States Can Company..... @ 3.1
3.3 By-Laws of U.S. Can Corporation........................................ & 4.1
3.4 By-Laws of United States Can Company................................... X 3.3
4.1 Amendment No. 7 to Credit Agreement, dated July 24, 1996, together with
a list of all omitted schedules........................................
10.1 Asset Purchase Agreement dated as of April 29, 1996, between U.S. Can
and Alltrista.......................................................... ** 2.1
10.2 Engagement agreement and related agreement dated April 25, 1996, with
Salomon Brothers Inc...................................................
27.1 Financial Data Schedule (EDGAR version only)...........................
- -------------------------
* Previously filed with Registration Statement on Form S-3 of the Corporation,
filed on June 1, 1994 (Registration No. 33-79556).
** Previously filed with Form 8-K Current Report of the Corporation and U.S.
Can, filed on May 14, 1996.
@ Previously filed with Form 10-K Annual Report of U.S. Can for the fiscal year
ended December 31, 1992.
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& Previously filed with Registration Statement on Form S-8 of the Corporation,
filed on March 23, 1994 (Registration No. 33-76742).
X Previously filed with Registration Statement on Form S-1 of U.S. Can, filed
on November 1, 1991 (Registration No. 33-43734).
The registrant agrees to furnish supplementally a copy of any omitted schedule
to Amendment No. 7 to Credit Agreement to the Commission upon request.
(b) U.S. Can Corporation and United States Can Company filed a joint report
on Form 8-K concerning the AMS acquisition on May 14, 1996, and a joint
report on Form 8-K/A-1 concerning the AMS acquisition on June 25, 1996.
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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 thereunto duly authorized.
U.S. CAN CORPORATION
Date: August 13, 1996 By: /s/ TIMOTHY W. STONICH
----------------------------------
Timothy W. Stonich
Executive Vice President-Finance,
Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the undersigned, in his capacity as the principal
financial officer of the registrant.
Date: August 13, 1996 /s/ TIMOTHY W. STONICH
------------------------------------
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 thereunto duly authorized.
UNITED STATES CAN COMPANY
Date: August 13, 1996 By: /s/ TIMOTHY W. STONICH
------------------------------------
Timothy W. Stonich
Executive Vice President-Finance,
Chief Financial Officer and
Secretary
Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed by the undersigned, in his capacity as the principal
financial officer of the registrant.
Date: August 13, 1996 /s/ TIMOTHY W. STONICH
--------------------------------------
Timothy W. Stonich
Executive Vice President-Finance,
Chief Financial Officer and Secretary
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EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------ ------------------------------------------------------------------------------------
4.1 Amendment No. 7 to Credit Agreement, dated July 24, 1996, together with a list of
all omitted schedules
10.2 Engagement agreement and related agreement dated April 25, 1996, with Salomon
Brothers Inc
27.1 Financial Data Schedule (EDGAR version only)