-----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, SKDOIvrtpJgi7lNK5FRVj9xqNy5M65dJYmJTl5usfv5psVIBllJoS6saIEpizNdZ /CBi89S9/hKguQ2MGKYCeQ== /in/edgar/work/0000950137-00-004530/0000950137-00-004530.txt : 20001027 0000950137-00-004530.hdr.sgml : 20001027 ACCESSION NUMBER: 0000950137-00-004530 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20001026 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001026 FILER: COMPANY DATA: COMPANY CONFORMED NAME: US CAN CORP CENTRAL INDEX KEY: 0000895726 STANDARD INDUSTRIAL CLASSIFICATION: [3411 ] IRS NUMBER: 061094196 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13678 FILM NUMBER: 746737 BUSINESS ADDRESS: STREET 1: 900 COMMERCE DR STREET 2: SUITE 302 CITY: OAK BROOK STATE: IL ZIP: 60523 BUSINESS PHONE: 6305712500 MAIL ADDRESS: STREET 1: 900 COMMERCE DRIVE CITY: OAK BROOK STATE: IL ZIP: 60523 8-K 1 c58077e8-k.txt CURRENT REPORT 1 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): October 26, 2000 U.S. CAN CORPORATION - -------------------------------------------------------------------------------- (Exact name of registrant as specified in its charter) Delaware 1-13678 06-1094196 - ------------------------------ -------------------- ----------------------- (State or other jurisdiction (Commission (I.R.S. Employer of incorporation) File Number) Identification No.) 900 Commerce Drive Oak Brook, Illinois 60523 - -------------------------------------------- ----------------------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (630) 571-2500 Not Applicable - -------------------------------------------------------------------------------- (Former name or former address, if changed since last report) 2 Item 7. EXHIBITS 99 Text of Press Release, dated October 26, 2000. Item 9. REGULATION FD DISCLOSURE On October 26, 2000, the Registrant issued the attached press release. 3 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. Dated: October 26, 2000 U.S. CAN CORPORATION By: /s/ John L. Workman ---------------------------------- John L. Workman Executive Vice President and Chief Financial Officer EX-99 2 c58077ex99.txt TEXT OF PRESS RELEASE, DATED 10/26/00 1 NEWS RELEASE FOR IMMEDIATE RELEASE: CONTACT: John L. Workman Executive Vice President and Chief Financial Officer U.S. Can Corporation 630) 571-2531 U.S. CAN REPORTS THIRD QUARTER FINANCIAL RESULTS OAK BROOK, IL, OCTOBER 26, 2000 -- U.S. Can Corporation reported net sales of $194.7 million for the third quarter of 2000, an increase of 9.3% over the $178.1 million reported in the corresponding period of 1999. May Verpackungen, which was acquired in late 1999 accounted for $28.8 million of sales in the third quarter. The Company also reported nine-month sales of $607.0 million, an increase of 10.4% from the $549.8 million reported in 1999. Domestic aerosol sales, which are down slightly year-to-date, were essentially flat in the third quarter, while currency translation continues to negatively impact European aerosol sales. Paint, oblong, and plastic sales were in-line with expectations for the quarter and sales of custom and specialty products are down, primarily due to the sale of the Wheeling closure business, which occurred in March of this year. Gross margin of 15.3% in the third quarter compares favorably to the 14.2% reported in the third quarter of 1999. Improved performance in the Weirton facility, purchasing initiatives and European synergies contributed to this performance. Year-to-date gross margin of 14.7% also compares favorably to the 14.5% recorded last year. The 2000 results include May Verpackungen which has significant operations in the food can business where margins are generally lower on a percentage basis than the margins for U.S. Can's historical mix of business. Operating margins in the third quarter of 2000 include a $3.4 million pre-tax provision for a workforce reduction. Operating margins excluding this provision were 10.1% and 9.4% for the third quarter and nine-month period of 2000 compared to 9.7% and 9.9% for the corresponding periods of 1999. Increased interest expense reflects borrowings made in connection with the acquisition of May Verpackungen. 2 -2- EBITDA in the third quarter of 2000, before restructuring, was $27.4 million compared to $24.6 million in the third quarter of 1999. 1999 results include the sold Wheeling closure business but exclude the May Verpackungen business acquired at the end of 1999. Adjusting for these two items, EBITDA increased by 1% over 1999 levels. Year-to-date EBITDA before restructuring was $81.0 million in 2000 compared to $77.8 million in 1999. Net income of $4.4 million for the third quarter of 2000 and $16.1 million year-to-date compares to $5.5 million and $17.4 million for the corresponding periods of 1999. Net income this year includes a $2.1 million (after-tax) provision for restructuring, while last year's net income included a $1.3 million charge for early debt extinguishment. 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. The Company will hold a conference call Friday, October 27, 2000 at 11:00 a.m. CDT to discuss this news release. The dial-in number for the conference call is (800) 640-5128 and the access password is "U.S. Can -- Third Quarter Release." A replay of the conference call will be available through the end of Tuesday, October 31. The telephone number for the replay is (888) 843-8996 and the access code is 304-9815. 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 the timing of, and net proceeds realized from, divestitures; the timing and cost of plant closures; the level of cost reduction achieved through restructuring; the success of new technology; the timing of, and synergies achieved through, integration of acquisitions; changes in market conditions or product demand; loss of important customers; changes in raw material costs; and currency fluctuations. 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. ### http://www.uscanco.com 3 U.S. CAN CORPORATION BALANCE SHEET AS OF OCTOBER 1, 2000 AND DECEMBER 31, 1999 (Dollars in Thousands) October 1, December 31, 2000 1999 --------- ----------- ASSETS Current Assets $264,748 $ 259,331 Property, Plant and Equipment 271,704 332,504 Noncurrent Assets 89,573 71,735 -------- ---------- TOTAL ASSETS $626,025 $ 663,570 ======== ========== LIABILITIES AND STOCKHOLDER'S EQUITY Current Liabilities $193,667 $ 221,597 Long-Term Debt 307,868 320,493 Long-Term Liabilities 55,959 52,924 Stockholder's Equity 68,531 68,556 -------- ---------- TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY $626,025 $ 663,570 ======== ========== 4 U.S. CAN CORPORATION STATEMENT OF OPERATIONS THIRD QUARTER RESULTS (Dollars in Thousands, Except Per Share Data)
For the Three Months Ended For the Nine Months Ended October 1, October 3, October 1, October 3, 2000 1999 2000 1999 ----------- ---------- ----------- --------- Net Sales $ 194,655 $ 178,123 $ 607,000 $ 549,812 Cost of Goods Sold 164,933 152,742 517,562 470,116 --------- --------- --------- --------- Gross Margin 29,722 25,381 89,438 79,696 Selling, General and Administrative Expenses 10,079 8,133 32,457 25,001 Special Charge 3,413 - 3,413 - --------- --------- --------- --------- Operating Income 16,230 17,248 53,568 54,695 Other Expense 1,005 710 3,071 2,194 Interest Expense 8,184 6,841 24,556 21,758 --------- --------- --------- --------- Income From Operations Before Income Taxes 7,041 9,697 25,941 30,743 Income Taxes 2,665 3,691 9,807 12,048 --------- --------- --------- --------- Income From Operations Before Extraordinary Item 4,376 6,006 16,134 18,695 Net Loss From Early Extinguishment of Debt - (488) - (1,296) --------- --------- --------- --------- Net Income $ 4,376 $ 5,518 $ 16,134 $ 17,399 ========= ========= ========= ========= - ---------------------------------------------------------------------------------------------------------------------- BASIC PER SHARE DATA: Net Income from Operations $ 0.32 $ 0.45 $ 1.19 $ 1.40 Net Loss from Early Extinguishment of Debt - (0.04) - (0.10) --------- --------- --------- --------- Net Income $ 0.32 $ 0.41 $ 1.19 $ 1.30 Weighted Average Shares Outstanding 13,553 13,477 13,539 13,396 - ---------------------------------------------------------------------------------------------------------------------- - ---------------------------------------------------------------------------------------------------------------------- DILUTED PER SHARE DATA: Net Income from Operations $ 0.32 $ 0.44 $ 1.17 $ 1.38 Net Loss from Early Extinguishment of Debt - (0.04) - (0.10) --------- --------- --------- --------- Net Income $ 0.32 $ 0.40 $ 1.17 $ 1.28 Weighted Average Shares and Equivalent Shares Outstanding 13,772 13,739 13,828 13,555 - ----------------------------------------------------------------------------------------------------------------------
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