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EXHIBIT 99.3
NOTICE OF GUARANTEED DELIVERY
FOR TENDER OF
10 1/8% SENIOR SUBORDINATED NOTES DUE 2006
(INCLUDING THOSE IN BOOK-ENTRY FORM)
OF
U.S. CAN CORPORATION
This form or one substantially equivalent hereto must be used to accept the
Exchange Offer of U.S. Can Corporation (the "Company") made pursuant to the
Prospectus, dated December __, 1996 (the "Prospectus"), if certificates for the
outstanding 10 1/8% Senior Subordinated Notes Due 2006 of the Company (the "Old
Notes") are not immediately available or if the procedure for book-entry
transfer cannot be completed on a timely basis or time will not permit all
required documents to reach the Exchange Agent prior to 5:00 p.m., New York
time, on the Expiration Date of the Exchange Offer. Such form may be delivered
or transmitted by telegram, telex, facsimile transmission, mail or hand delivery
to Harris Trust and Savings Bank (the "Exchange Agent") as set forth below. In
addition, in order to utilize the guaranteed delivery procedure to tender Old
Notes pursuant to the Exchange Offer, a completed, signed and dated Letter of
Transmittal (or facsimile thereof) as well as all tendered Notes in proper form
for transfer (or a confirmation of book-entry transfer of such Notes into the
Exchange Agent's account at the Depository Trust Company) and all other
documents required by the Letter of Transmittal must also be received by the
Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date. Capitalized terms not defined herein are defined in the
Prospectus.
HARRIS TRUST AND SAVINGS BANK, EXCHANGE AGENT
BY MAIL, HAND OR OVERNIGHT COURIER:
BY HAND: BY OVERNIGHT COURIER:
Harris Trust and Savings Bank Harris Trust and Savings Bank
Receive Window 77 Water Street, 4th Floor
77 Water Street, 5th Floor New York, NY 10005
New York, NY 10005
BY MAIL: BY FACSIMILE:
Harris Trust and Savings Bank Harris Trust and Savings Bank
Wall Street Station (212) 701-7636
P.O. Box 1023 (212) 701-7640
New York, NY 10268-1023 Confirm by Telephone
(212) 701-7663
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE,
OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE,
WILL NOT CONSTITUTE A VALID DELIVERY.
Ladies and Gentlemen:
Upon the terms and conditions set forth in the Prospectus and the
accompanying Letter of Transmittal, the undersigned hereby tenders to the
Company the principal amount of Old Notes set forth below, pursuant to the
guaranteed delivery procedure described in "The Exchange Offer -- Guaranteed
Delivery Procedures" section of the Prospectus.
Principal Amount of Old Notes Tendered:(1)
$__________________________________________________
(1) Must be in denominations of principal amount of $1,000 and any integral
multiple thereof
2
Certificate Nos. (if available):
________________________________________
Total Principal Amount Represented by Certificate(s):
$_______________________________________
_______________________________________________________________________________
All authority herein conferred or agreed to be conferred shall survive the
death or incapacity of the undersigned and every obligation of the undersigned
hereunder shall be binding upon the heirs, personal representatives, successors
and assigns of the undersigned.
_______________________________________________________________________________
PLEASE SIGN HERE
X_________________________________________________ ________________________
X_________________________________________________ ________________________
SIGNATURE(S) OF OWNER(S) OR AUTHORIZED SIGNATORY DATE
Area Code and Telephone Number:_________________________________
Must be signed by the holder(s) of Old Notes as their name(s) appear(s) on
certificates for Old Notes or on a security position listing, or by person(s)
authorized to become registered holder(s) by endorsement and documents
transmitted with this Notice of Guaranteed Delivery. If signature is by a
trustee, executor, administrator, guardian, attorney-in-fact, officer or other
person acting in a fiduciary or representative capacity, such person must set
forth his or her full title below. If Old Notes will be delivered by
book-entry transfer to The Depository Trust Company, provide account number.
Please print name(s) and address(es)
Name(s) ______________________________________________________________
______________________________________________________________
______________________________________________________________
______________________________________________________________
Capacity: ______________________________________________________________
______________________________________________________________
Address(es): ______________________________________________________________
______________________________________________________________
Account Number: ______________________________________________________________
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GUARANTEE
(NOT TO BE USED FOR SIGNATURE GUARANTEE)
The undersigned, a financial institution (including most banks, savings
and loan associations and brokerage houses) that is a participant in the
Securities Transfer Agents Medallion Program, the New York Stock Exchange
Medallion Signature Program or the Stock Exchanges Medallion Program, hereby
guarantees that the undersigned will deliver to the Exchange Agent the
certificates representing the Old Notes being tendered hereby or confirmation
of book-entry transfer of such Old Notes into the Exchange Agent's account at
The Depository Trust Company, in proper form for transfer, together with any
other documents required by the Letter of Transmittal within three New York
Stock Exchange trading days after the Expiration Date.
Name of Firm______________________________________________________________
Address___________________________________________________________________
___________________________________________________________________
Area Code & Telephone No._________________________________________________
Authorized Signature______________________________________________________
Name______________________________________________________________________
(PLEASE TYPE OR PRINT)
Title_____________________________________________________________________
Date______________________________________________________________________
NOTE: DO NOT SEND CERTIFICATES OF OLD NOTES WITH THIS FORM. CERTIFICATES OF
OLD NOTES SHOULD BE SENT ONLY WITH A COPY OF THE PREVIOUSLY EXECUTED
LETTER OF TRANSMITTAL.
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