<PAGE>
Washington, D.C. 20549
----------------------------
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
----------------------------
Owens-Illinois, Inc.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 22-2781933
- --------------- -----------------
(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
One SeaGate, Toledo, Ohio 43666
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
------------------------------------------
FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
STOCK PURCHASE AND SAVINGS PROGRAM
AND
SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
NON-UNION RETIREMENT AND SAVINGS PLAN
AND
SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
SUPPLEMENTAL RETIREMENT PLAN
AND
SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
LONG-TERM SAVINGS PLAN
---------------------------------------
(cover page continued over)
<PAGE>
Copy to:
THOMAS L. YOUNG, ESQ.
Executive Vice President- ROBERT K. BURGESS, ESQ.
Administration Latham & Watkins
and General Counsel 233 South Wacker Drive
Owens-Illinois, Inc Suite 5800
One SeaGate Chicago, Illinois 60606
Toledo, Ohio 43666 (312) 876-7700
(419) 247-5000
- -----------------------------------
(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Calculation of Registration Fee
- -------------------------------------------------------------------------------
Proposed
Amount Proposed Maximum
Title of Each of Shares Maximum Aggregate Amount of
Class of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share (2) Price (2) Fee (2)
- -------------------------------------------------------------------------------
Common Stock,
par value
$.01 per share (1) 4,000,000 $ 10.4375 $41,750,000 $ 14,396.65
- -------------------------------------------------------------------------------
(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Fourth Amended and
Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, the
Second Amended and Restated Owens-Illinois, Inc. Non-Union Retirement
and Savings Plan, the Second Amended and Restated Owens-Illinois, Inc.
Supplemental Retirement Plan and the Second Amended and Restated Owens-
Illinois, Inc. Long-Term Savings Plan (collectively, the "Plans").
4,000,000 shares of Common Stock available under the Plans were
previously registered on Form S-8 Registration Statement No. 33-43559 on
October 28, 1991.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c), the Proposed Maximum Offering Price Per Share, Proposed Maximum
Aggregate Offering Price and Amount of Registration Fee are based upon
the average of the high and low prices reported on the New York Stock
Exchange for the Company's Common Stock on December 23, 1994, which was
$10.4375.
2
<PAGE>
PART I
This Registration Statement covers additional securities registered for
issuance or sale under the Fourth Amended and Restated Owens-Illinois,Inc. Stock
Purchase and Savings Program, the Second Amended and Restated Owens-Illinois,
Inc. Non-Union Retirement and Savings Plan, the Second Amended and Restated
Owens-Illinois, Inc. Supplemental Retirement Plan, and the Second Amended and
Restated Owens-Illinois, Inc. Long-Term Savings Plan. The contents of prior Form
S-8 Registration Statement No. 33-43559 relating to said plans are incorporated
herein by reference.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by Owens-Illinois, Inc, a Delaware corporation (the "Company"), or
by the Fourth Amended and Restated Owens-Illinois, Inc. Stock Purchase and
Savings Program, the Second Amended and Restated Owens-Illinois, Inc. Non-Union
Retirement and Savings Plan the Second Amended and Restated Owens-Illinois,Inc.
Supplemental Retirement Plan and the Second Amended and Restated Owens-Illinois,
Inc. Long-Term Savings Plan (collectively, the "Plans"), are incorporated as of
their respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
B. All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 since December 31,
1993;
C. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-2 filed with the
Commission on October 17, 1991 (No. 33-43224); and
D. Each of the Plans' Annual Reports on Form 11-K for the year ended
December 31, 1993.
All documents filed by the Company or the Plans pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statment contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
3
<PAGE>
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins regarding the legality of the
Common Stock being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney.
4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Toledo, State of Ohio, on this 29th day of
December, 1994.
OWENS-ILLINOIS, INC.
By: /s/ Thomas L. Young
------------------------------
Thomas L. Young
Executive Vice-President
Administration,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
Owens-Illinois, Inc. and in the capacities and on the dates indicated.
Signature Title
- ------------------- -------------------------
Joseph H. Lemieux Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
Lee A. Wesselmann Senior Vice President, Chief
Financial Officer and
Director (Principal Financial
Officer)
David G. Van Hooser Vice President, Treasurer and
Comptroller (Principal
Accounting Officer)
Michael W. Michelson Director
James H. Greene, Jr. Director
Edward A. Gilhuly Director
John J. McMackin, Jr. Director
By: /s/ Thomas L. Young
---------------------
Thomas L. Young
Attorney-in-fact
Date: December 29, 1994
5
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the Plans
have duly caused this Registration Statement to be signed on their behalf by
the undersigned, thereunto duly authorized, in the city of Toledo, State of
Ohio, on this 29th day of December, 1994.
FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. STOCK
PURCHASE AND SAVINGS PROGRAM.
THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
NON-UNION RETIREMENT AND SAVINGS PLAN.
THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
SUPPLEMENTAL RETIREMENT PLAN.
THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
LONG-TERM SAVINGS PLAN.
By: Owens-Illinois
Employee Benefits Committee
Plan Administrator
By: /s/ D. W. Pennywitt
---------------------
D. W. Pennywitt
Chairman
/s/ R. D. Lewis
---------------------
R. D. Lewis
Secretary
6
<PAGE>
INDEX TO EXHIBITS
EXHIBIT
- -------
5.1 Opinion of Latham & Watkins regarding the legality
of the Common Stock being registered.
23.1 Consent of Independent Auditors.
24 Power of Attorney.
7
<PAGE>
Exhibit 5.1
December 29, 1994
Owens-Illinois, Inc.
One SeaGate
Toledo, Ohio 43666
Re: Registration Statement on Form S-8
Gentlemen:
At your request, we have examined the Registration Statement,
together with exhibits thereto, to be filed by you in connection with the
registration of 4,000,000 shares of Common Stock, $.01 par value (the "Common
Stock"), of Owens-Illinois, Inc. (the "Company"), to be offered or sold to
participants in the Fourth Amended and Restated Owens-Illinois, Inc. Stock
Purchase and Savings Program, the Second Amended and Restated Owens-Illinois,
Inc. Non-Union Retirement and Savings Plan, the Second Amended and Restated
Owens-Illinois, Inc. Supplemental Retirement Plan and the Second Amended and
Restated Owens-Illinois, Inc. Long-Term Savings Plan (collectively, the
"Plans"). We are familiar with the proceedings undertaken by the Company in
connection with the Plans and the authorization of the issuance of Common
Stock thereunder, and have examined such documents and such questions of law
and fact as we have deemed necessary in order to express the opinions
contained herein.
Based on the foregoing, it is our opinion that, as of the date
hereof, the 4,000,000 shares of Common Stock which may be issued by the
Company to each of the trusts maintained pursuant to the Plans, when and if so
issued in accordance with the terms of the Plans, will be duly authorized,
validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to
the Registration Statement.
Very truly yours,
/s/ Latham & Watkins
--------------------
Latham & Watkins
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the Fourth Amended and Restated Owens-Illinois, Inc.
Stock Purchase and Savings Program, the Second Amended and Restated Owens-
Illinois,Inc. Non-Union Retirement and Savings Plan, the Second Amended and
Restated Owens-Illinois, Inc. Supplemental Retirement Plan and the Second
Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan of our
reports dated (a) February 4, 1994, with respect to the consolidated financial
statements and schedules of Owens-Illinois, Inc. included in its Annual Report
(Form 10-K) for the year ended December 31, 1993, filed with the Securities
and Exchange Commission, and (b) June 17, 1994, with respect to the financial
statements of each of the four above mentioned Plans included in such Plans'
Annual Reports (Forms 11-K) for the year ended December 31, 1993 filed with
the Securities and Exchange Commission.
/s/ Ernst & Young LLP
---------------------
Ernst & Young LLP
Toledo, Ohio
December 29, 1994
<PAGE>
Exhibit 24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS: That each individual whose
signature appears below hereby consents to and appoints Thomas L. Young, Lee
A. Wesselmann, or either of them, individually, as his true and lawful
attorney-in-fact and agent with all power of substitution, for him and in his
name, place and stead, in any and all capacities, to sign the Form S-8
Registration Statement of Owens-Illinois, Inc., a corporation organized and
existing under the laws of the State of Delaware, and any and all amendments
thereto prepared in connection with the registration of 4,000,000 shares of
the common stock of Owens-Illinois, Inc. for issuance or sale under the Fourth
Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings Program,
the Second Amended and Restated Owens-Illinois, Inc. Non-Union Retirement and
Savings Plan, the Second Amended and Restated Owens-Illinois, Inc.
Supplemental Retirement Plan and the Second Amended and Restated Owens-
Illinois, Inc. Long-Term Savings Plan, and to file the same, with all exhibits
thereto, and all documents in connection therewith, with the Securities and
Exchange Commission pursuant to the requirements of the Securities and
Exchange Act of 1934, granting unto said attorney-in-fact and agent full power
and authority to do and perform each and every act and thing requisite and
necessary to be done in and about the same as fully to all intents and
purposes as he might or could do in person, hereby ratifying and confirming
all that said attorney-in-fact and agent or his substitute or substitutes, may
lawfully do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, each of the undersigned has hereunto set his
hand on the date set opposite his name.
Signature Title Date
- --------------------- ---------------------------- -------------------
/s/ Joseph H. Lemieux Chairman of the Board of September 26, 1994
- --------------------- Directors and Chief Executive -------------------
Joseph H. Lemieux Officer (Principal Executive
Officer); Director
/s/ Lee A. Wesselmann Senior Vice President September 22, 1994
- --------------------- and Chief Financial Officer -------------------
Lee A. Wesselmann (Principal Financial
Officer); Director
Chairman Emeritus of
- ---------------------- the Board of Directors; -------------------
Robert J. Lanigan Director
<PAGE>
/s/ David G. Van Hooser Vice President, Treasurer September 22, 1994
- ----------------------- and Comptroller (Principal -------------------
David G. Van Hooser Accounting Officer)
Director
- ----------------------- -------------------
Robert J. Dineen
/s/ Edward A. Gilhuly Director September 20, 1994
- ----------------------- -------------------
Edward A. Gilhuly
/s/ James H. Greene, Jr. Director September 20, 1994
- ------------------------ -------------------
James H. Greene, Jr.
Director
- ------------------------ -------------------
Henry R. Kravis
Director
- ------------------------ -------------------
Robert I. MacDonnell
/s/ John J. McMackin, Jr. Director September 30, 1994
- ------------------------ -------------------
John J. McMackin, Jr.
/s/ Michael W. Michelson Director September 20, 1994
- ------------------------- -------------------
Michael W. Michelson
Director
- ------------------------- -------------------
George R. Roberts
