SEC – ‘UPLOAD’ from 8/17/05 re: US Can Corp – ‘LETTER’

On:  Wednesday, 8/17/05, at 2:28pm ET   ·   Private-to-Public:  Filing ¶  –  Release Delayed to:  8/2/06   ·   Accession #:  0-5-42559

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Delayed-Release Comment or Other Letter from the SEC
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: LETTER      Comment or Other Letter from the SEC                   3±    12K 


Mail Stop 7010                                                                  

August 17, 2005                                                                 

Via U.S. mail and facsimile                                                     

Philip R. Mengel, Chief Executive Officer                                       
U.S. Can Corporation                                                            
700 East Butterfield Road, Suite 250                                            
Lombard, IL  60148                                                              

RE:     Form 10-K for the fiscal year ended December 31, 2004   
Form 10-Q for the period ended July 3, 2005     
File No. 333-53276              

Dear Mr. Mengel:                                                                

We have reviewed your response letters dated July 15, 2005          
and                                                                             
August 12, 2005 and have the following additional comments.  If                 
you                                                                             
disagree, we will consider your explanation as to why our comment               
is                                                                              
inapplicable.  In some of our comments, we may ask you to provide               
us                                                                              
with supplemental information so we may better understand your                  
disclosure.  After reviewing this information, we may or may not                
raise additional comments.                                                      

Form 10-K for the year ended December 31, 2004                                  
1. We read your response to our comment 2 in our letter dated July              
21, 2005.  In connection with responding to our comments, please                
provide, in writing, a statement from the company, rather than                  
from                                                                            
outside counsel, which acknowledges:                                            
* the company is responsible for the adequacy and accuracy of the               
disclosure in their filings;                                                    
* staff comments or changes to disclosure in response to staff                  
comments do not foreclose the Commission from taking any action                 
with                                                                            
respect to the filing; and                                                      
* the company may not assert staff comments as a defense in any                 
proceeding initiated by the Commission or any person under the                  
federal securities laws of the United States.                                   

Notes to Financial Statements                                                   

(2) Summary of Significant Accounting Policies                                  

(c) Inventories                                                                 
2. We read your response to our comment 14 from our letter dated                
June                                                                            
22, 2005 and your response to our comment 7 from our letter dated               
July 21, 2005.  It appears as though the LIFO pretax and after tax              
provision may be material to your income (loss) before taxes for                
the                                                                             
fourth quarter of 2003, the second quarter of 2004, and the 2003                
fiscal year, despite the qualitative factors you cited.  Based on               
your responses and the information you provided, it is still                    
unclear                                                                         
to us how you determined the change from LIFO to FIFO was not                   
quantitatively material enough to require retroactive restatement               
under paragraph 27 of APB 20.  Please file an amended Forms 10-K                
and                                                                             
10-Q which give retroactive effect to the change in accounting                  
principle from LIFO to FIFO for all periods presented or provide                
us                                                                              
with additional information supporting your conclusions that these              
amounts are not quantitatively material.                                        

*    *    *    *                                                                

As appropriate, please respond to these comments within 10          
business days or tell us when you will provide us with a response.              
Please furnish a letter that keys your responses to our comments                
and                                                                             
provides any requested supplemental information.  Detailed                      
response                                                                        
letters greatly facilitate our review.  Please file your response               
letter on EDGAR.  Please understand that we may have additional                 
comments after reviewing your  responses to our comments.                       

If you have any questions regarding these comments, please          
direct them to Meagan Caldwell, Staff Accountant, at (202) 551-                 
3754                                                                            
or, in her absence, to the undersigned at (202) 551-3769.                       

                                          Sincerely,

                                            Rufus Decker
                                                       Accounting Branch Chief

??                                                                              

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Mr. Philip R. Mengel                                                            
U.S. Can Corporation                                                            
August 17, 2005                                                                 
Page 1 of 2                                                                     

UNITED STATES                                                                   
SECURITIES AND EXCHANGE COMMISSION                                              
WASHINGTON, D.C. 20549-7010                                                     

DIVISION OF                                                   
CORPORATION FINANCE                                                             

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘UPLOAD’ Filing		Date		Other Filings
Release Delayed to:		8/2/06		CORRESP,  UPLOAD
Filed on:		8/17/05		UPLOAD
		8/12/05		CORRESP,  UPLOAD
		7/21/05		UPLOAD
		7/15/05		CORRESP,  UPLOAD
		7/3/05		10-Q,  10-Q/A
		6/22/05		UPLOAD
		12/31/04		10-K,  10-K/A,  8-K
				List all Filings