Form 8-K Mengel

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SNIlkubzacDmp9elxE3xEghhFwKPgYL6gie8nxgcpyXW92cP2akNiD52CLzGW0LG BAiQ+12Ywxl6rLF2h7yIhA== 0000895726-05-000002.txt : 20050124 0000895726-05-000002.hdr.sgml : 20050124 20050124170043 ACCESSION NUMBER: 0000895726-05-000002 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050120 ITEM INFORMATION: Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050124 DATE AS OF CHANGE: 20050124 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US CAN CORP CENTRAL INDEX KEY: 0000895726 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 061094196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13678 FILM NUMBER: 05545082 BUSINESS ADDRESS: STREET 1: 700 EAST BUTTERFIELD ROAD CITY: LOMBARD STATE: IL ZIP: 60148 BUSINESS PHONE: 6305712500 MAIL ADDRESS: STREET 1: 700 EAST BUTTERFIELD ROAD CITY: LOMBARD STATE: IL ZIP: 60148 8-K 1 form_8k-2005mengel.htm 2005 FORM 8-K MENGEL Form 8-K Mengel

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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) January 20, 2005

U.S. Can Corporation
(Exact name of registrant as specified in its charter)

Delaware 1-13678 06-1094196
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)

700 East Butterfield Road, Suite 250, Lombard, IL 60148
(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code (630) 678-8000

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneous satisfy the filing obligation of the registrant
under any of the following provisions (see General Instruction A.2. below):

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
Soliciting material pursuant to rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
Pre-commencement communications pursuant to rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
Pre-commencement communications pursuant to rule 13e04(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the
form displays a currently valid OMB control number.

Item 5.02 Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.

On January 20, 2005, the Board of Directors of U.S. Can Corporation (the "Company") announced that Philip Mengel joined the
Company as Chief Executive Officer, effective January 20, 2005. George V. Bayly will remain in the Company as Executive Chairman.
Mr. Mengel will continue to serve as a member of the Board of Directors.

Mr. Mengel was elected a Director of the Company in 2001. Mr. Mengel was the Chief Executive Officer of English Welsh &
Scottish Railway from January 2000 through December 2003. From 1996 to January 2000, Mr. Mengel was the Chief Executive Officer of
Ibstock plc, an international building products company. Mr. Mengel is also director of The Economist Newspaper Group Ltd.

A copy of the press release announcing the appointment of Mr. Mengel is attached as an exhibit to this report.

Item 9.01 Financial Statements and Exhibits.

Exhibit No. Description of Exhibit
- ----------- --------------------------------------------------------------------------------------------------
99.1 Press Release dated January 20, 2005.

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.

/s/ Sandra K. Vollman
----------------------------------------
Name: Sandra K. Vollman
Title: Senior Vice President and Chief Financial Officer

Date January 24, 2005

EXHIBIT INDEX

Exhibit No. Description of Exhibit
- ----------- ----------------------

99.1 Press Release dated January 20, 2005.

EX-99 2 pressrelease0120.htm PRESS RELEASE 1-20-05 - MENGEL Mengel Press Release

News Release

FOR IMMEDIATE RELEASE:

CONTACT: George V. Bayly
Co-Chairman
U.S. Can Corporation
(630) 678-8000

U.S. CAN ANNOUNCES MANAGEMENT CHANGES

LOMBARD, ILLINOIS, January 20, 2005 - U.S. Can announced today that Philip Mengel has joined U.S. Can Corporation as
Chief Executive Officer. George V. Bayly will remain actively involved in the Company as Executive Chairman.

Mr. Mengel, currently a Director of U.S. Can, was the Chief Executive Officer of English Welsh & Scottish Railway in
Britain from January 2000 through December 2003. From 1996 to January 2000, Mr. Mengel was the Chief Executive Officer
of Ibstock plc, an international building products company based in London. Mr. Mengel is also director of The Economist
Newspaper Group Ltd. He will assume his responsibilities as Chief Executive Officer of U.S. Can effective January 20,
2005.

Board of Directors Co-Chairman Carl Ferenbach of U.S. Can, noted "Philip is a respected and recognized business leader
with extensive experience in leading companies such as ours. As a Director of U.S. Can, Philip is very familiar with the
operations of the Company. We believe his experience and leadership will help position the Company for the future and
are delighted he has agreed to accept this position."

Mr. Ferenbach added "The Board of Directors and I wish to thank George Bayly for his tenure as Chief Executive Officer of
the Company; we are pleased he will remain actively involved in the Company's business as Executive Chairman."

U.S. Can Corporation is a leading manufacturer of steel containers for personal care, household, automotive, paint and
industrial products in the United States and Europe, as well as plastic containers in the United States and food cans in
Europe.

Certain statements in this release constitute "forward-looking statements" within the meaning of the federal securities
laws. Such statements involve known and unknown risks and uncertainties which may cause the Company's actual results,
performance or achievements to be materially different than future results, performance or achievements expressed or
implied in this release. By way of example and not limitation and in no particular order, known risks and uncertainties
include general economic and business conditions; the Company's substantial debt and ability to generate sufficient cash
flows to service its debt; the Company's compliance with the financial covenants contained in its various debt
agreements; changes in market conditions or product demand; the level of cost reduction achieved through restructuring
and capital expenditure programs; changes in raw material costs and availability; downward selling price movements;
currency and interest rate fluctuations; increases in the Company's leverage; the Company's ability to effectively
integrate acquisitions; changes in the Company's business strategy or development plans; the timing and cost of plant
closures; the success of new technology; and increases in the cost of compliance with laws and regulations, including
environmental laws and regulations. In light of these and other risks and uncertainties, the inclusion of a
forward-looking statement in this release should not be regarded as a representation by the Company that any future
results, performance or achievements will be attained.

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http://www.uscanco.com
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