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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): SEPTEMBER 11, 1996
U.S. CAN CORPORATION UNITED STATES CAN COMPANY
(Exact name of registrant as specified in its (Exact named of registrant as specified in its
charter) 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)
(630) 571-2500 (630) 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
since last report.) 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 September 11, 1996, U.S. Can Corporation (the "Company") completed
the acquisition of certain aerosol can businesses owned by Crown Cork & Seal
Company, Inc. ("Crown") in the United Kingdom and Italy as well as the aerosol
can businesses owned by the Crown affiliate, CarnaudMetalbox S.A. in France,
Spain and Germany (collectively, "USC Europe"). The purchase price included
$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
between April 30 and September 11, 1996. The purchase price was established
through negotiations between the Company and Crown. This acquisition was
financed with borrowings 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.
Other than the transactions included in or contemplated by the
Acquisition Agreement, there are no material relationships between Crown 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 transactions
included in or contemplated by the Acquisition Agreement include but are not
limited to transitional services, operation of the Italian aerosol business,
Crown's agreement not to compete, and general and environmental indemnification
provisions. Crown has agreed to provide the Company with certain transitional
services for six months following the closing including but not limited to
supplying finished components and cans to certain of the Company's UK
operations, supplying can ends to the Company's French and German operations,
supplying tinplate to USC Europe and coating and decorating tinplate for the
Company's French, German and Spanish operations. With respect to the Italian
business, Crown has agreed for a period of three months following the closing
to manage the production of aerosol cans and related sales and administrative
activities at Crown's Voghera site for the Company and supply, deliver and
invoice such cans to the customers of this business, remitting to the Company
the difference between the approximate cost of such services and the net
selling price. Crown has also agreed not to compete, directly or through its
subsidiaries, with the Company to supply the customers of USC Europe supplied
by Crown prior to the closing, for a period of one year following the closing,
except to the extent such customers already purchase aerosol cans from Crown or
its subsidiaries and except, with the approval of the Commission of the
European Communities, where the prospective customer declines in good faith to
purchase aerosol cans from the Company or its subsidiaries. Crown has also
agreed to indemnify the Company against certain losses incurred by the Company
arising out of breach of Crown's warranties and certain environmental matters,
subject to varying deductibles, baskets, caps and claim periods.
The Company intends to continue to use the assets of USC Europe in the
manufacture of steel aerosol cans. The foregoing description of the
acquisition is qualified in its entirety by reference to the Acquisition
Agreement filed as Exhibit 2.1 hereto and incorporated herein by this
reference.
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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. The Company is required to
file these statements no later than November 25, 1996; however, the Company
anticipates filing such statements no later than October 2, 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. The Company is required to
file this information no later than November 25, 1996; however, the
Company anticipates filing such information no later than October 2, 1996. It
is currently contemplated that the pro forma financial information that will be
filed will give effect to the Company's acquisition of CPI Plastics, Inc., CP
Ohio, Inc., and CP Illinois, Inc. (collectively "CPI Group"), as well as its
acquisition of USC Europe, as if such acquisitions occurred at an earlier date.
The acquisition of CPI Group was completed on August 2, 1996, and was the
subject of a joint Current Report on Form 8-K filed by the Company and United
States Can Company on August 9, 1996. Pro forma and historical financial
information regarding the CPI Group is required to be filed no later than
October 16, 1996, as indicated in the August 9, 1996, Form 8-K filing;
however, the Company anticipates filing such information no later than October
2, 1996.
(c) Exhibits.
Exhibit
Number Description of Document
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2.1 Acquisition Agreement between the Company and Crown, dated as
of August 1, 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 Acquisition 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: September 26, 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: September 26, 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 Acquisition Agreement, between the Company and Crown,
dated as of August 1, 1996, together with a list
briefly identifying the contents of all omitted
schedules.