US Can Corp, et al. – ‘8-K’ for 8/2/96

As of:  Friday, 8/9/96   ·   For:  8/2/96   ·   Accession #:  950137-96-1315   ·   File #s:  1-13678, 33-43734

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Current Report   —   Form 8-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-K         Current Report                                         5     16K 
 2: EX-2.1      Stock Purchase Agreement With Cpi                     61    173K 

8-K   —   Current Report
Document Table of Contents

8-K
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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 

                                                        [Enlarge/Download Table]
                                                                                              
             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                
----------------------------------------------  ----------------------------------------------
(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.                                                         

                                                                [Download Table]
                                                                            
Exhibit                                                                     
 Number  Description of Document                                            
-------  -----------------------                                            
  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.                                                                        

2   

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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                             
              ------------------------------------
            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                          
                     ---------------------------------------
      Timothy W. Stonich
                  Executive Vice President--Finance,
                     Chief Financial Officer and Secretary

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EXHIBIT INDEX 

                                                                [Download Table]
                                                                             
Exhibit                                                                      
Number         Description of Exhibit                                        
-------        ----------------------                                        

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.

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		10/16/96		2
Filed on:		8/9/96		3		4
For Period End:		8/2/96		1		5			8-K/A
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