US Can Corp, et al. – ‘8-K’ for 9/11/96

As of:  Thursday, 9/26/96   ·   For:  9/11/96   ·   Accession #:  950137-96-1777   ·   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                                         6     20K 
 2: EX-2.1      Acquisition Agmt.                                     80    151K 

8-K   —   Current Report
Document Table of Contents

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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

                                                        [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 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                     
             --------------                                       --------------                     
(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.                                                 

                                                                [Download Table]


Exhibit                                                                      
Number        Description of Document                                        
------        -----------------------                                        
                                                                             
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             
                                        ----------------------------------
                                      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              
                                        ----------------------------------
                                    Timothy W. Stonich
                                        Executive Vice President--Finance,
                                           Chief Financial Officer and Secretary

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EXHIBIT INDEX 

Exhibit                                                                         
Number                 Description of Exhibit                                   
------                 ----------------------                                   
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.                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘8-K’ Filing		Date		First		Last			Other Filings
		11/25/96		3
		10/16/96		3
		10/2/96		3					8-K/A
Filed on:		9/26/96		4		5
For Period End:		9/11/96		1		2
		8/9/96		3					8-K
		8/2/96		3					8-K,  8-K/A
		8/1/96		3		6
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