<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) May 13, 1997
Owens-Illinois, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 1-9576 22-2781933
--------------- ----------- -------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
Owens-Illinois Group, Inc.
- --------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 33-13061 34-1559348
--------------- ----------- -------------------
(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
One SeaGate, Toledo, Ohio 43666
- --------------------------------------------------------------------------------
(Address of principal executive offices) (Zip code)
Registrants' telephone number,
including area code: 419-247-5000
Exhibit Index -- Page 4
Page 1 of 6 pages
<PAGE>
Item 5. Other Events.
On May 13, 1997, Owens-Illinois, Inc. issued separate press
releases announcing: (1) the public offering of 14,750,000 shares of common
stock at a price of $28.50 per share, and (2) the public offering of
$300 million principal amount of its 7.85% Senior Notes due May 15, 2004, and
$300 million principal amount of its 8.10% Senior Notes due May 15, 2007.
These press releases are set forth as Exhibits 99.1 and 99.2, respectively.
Item 7. Financial Statements and Exhibits.
(c) Exhibits
Exhibit 99.1 - Owens-Illinois press release dated May 13, 1997,
announcing the public offering of 14,750,000 shares
of common stock at a price of $28.50 per share.
Exhibit 99.2 - Owens-Illinois press release dated May 13, 1997,
announcing the public offering of $300 million
principal amount of its 7.85% Senior Notes due
May 15, 2004, and $300 million principal amount
of its 8.10% Senior Notes due May 15, 2007.
Page 2 of 6 pages
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrants have duly caused this report to be signed on their behalf by the
undersigned thereunto duly authorized.
OWENS-ILLINOIS, INC.
OWENS-ILLINOIS GROUP, INC.
By /s/ Lee A. Wesselmann
----------------------
Lee A. Wesselmann
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: May 14, 1997
Page 3 of 6 pages
<PAGE>
EXHIBIT INDEX
Exhibit
Number Exhibit Page
99.1 Owens-Illinois press release dated
May 13, 1997, announcing the public
offering of 14,750,000 shares of common
stock at a price of $28.50 per share. 5
99.2 Owens-Illinois press release dated
May 13, 1997, announcing the public
offering of $300 million principal
amount of its 7.85% Senior Notes due
May 15, 2004, and $300 million principal
amount of its 8.10% Senior Notes due
May 15, 2007. 6
Page 4 of 6 pages
<PAGE>
Exhibit 99.1
OWENS-ILLINOIS ANNOUNCES COMMON STOCK OFFERING
Toledo, Ohio, May 13, 1997 -- Owens-Illinois, Inc., (NYSE: OI) today
announced the public offering of 14,750,000 shares of common stock at a price
of $28.50 per share pursuant to a prospectus supplement under the company's
$2.5 billion shelf registration of April 18, 1997. Managing underwriters for
the common stock offering are Salomon Brothers Inc; Goldman, Sachs & Co.;
Lehman Brothers; Merrill Lynch & Co.; Morgan Stanley & Co. Incorporated; and
PaineWebber Incorporated.
Proceeds from the common stock offering, combined with proceeds from
proposed senior note offerings and additional borrowings under the company's
amended bank credit facility, will be used to refinance outstanding public
indebtedness. The refinancing plan is designed to reduce interest expense
and long term debt, extend long term debt maturities, reduce the company's
debt-to-equity ratio, and improve its financial flexibility.
Final prospectuses relating to the common stock offering may be obtained
by contacting:
Salomon Brothers Inc
Prospectus Department
7 World Trade Center
New York, NY 10048
telephone: (212) 783-7000
fax: (212) 783-2009
* * *
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
- -0-
CONTACT: Owens-Illinois, John Hoff, 419-247-1203
Page 5 of 6 pages
<PAGE>
Exhibit 99.2
OWENS-ILLINOIS ANNOUNCES DEBT OFFERINGS
Toledo, Ohio, May 13, 1997 -- Owens-Illinois, Inc., (NYSE: OI) today
announced the public offering of $300 million principal amount of its 7.85%
Senior Notes due May 15, 2004, and $300 million principal amount of its 8.10%
Senior Notes due May 15, 2007, pursuant to a prospectus supplement under the
company's $2.5 billion shelf registration of April 18, 1997. Due to strong
demand, the size of each offering was increased by $50 million from an
originally anticipated $250 million each.
Earlier today, Owens-Illinois announced the public offering of 14,750,000
shares of common stock at a price of $28.50 per share, also pursuant to a
prospectus supplement under the company's $2.5 billion shelf registration of
April 18, 1997. In addition, Owens-Illinois announced Monday, May 12, 1997,
that it has received commitments from existing and potential lenders in excess
of the amount required to amend its existing bank credit facility to increase
the amount the company may borrow to $3.0 billion compared with $1.8 billion
currently. These commitments are subject to a number of conditions.
The company intends to use the proceeds of approximately $1 billion from
the senior note and common stock offerings, combined with additional borrowings
under its amended bank credit facility, to refinance outstanding public
indebtedness. The refinancing plan is designed to reduce interest expense and
long term debt, extend long term debt maturities, reduce the company's
debt-to-equity ratio, and improve its financial flexibility.
Managing underwriters for the senior note offerings are Morgan
Stanley & Co. Incorporated; BT Securities Corporation; Credit Suisse First
Boston; NationsBanc Capital Markets, Inc.; and Salomon Brothers Inc.
Prospectuses relating to the senior note offerings may be obtained by
contacting:
Jo-Anne Gooden
Morgan Stanley & Co. Incorporated
1585 Broadway
New York, NY 10036
telephone: (212) 761-1298
fax: (212) 761-0570
* * *
This communication shall not constitute an offer to sell or the
solicitation of an offer to buy nor shall there be any sale of these
securities in any State in which such offer, solicitation, or sale would be
unlawful prior to registration or qualification under the securities laws of
any such State.
- -0-
CONTACT: Owens-Illinois, John Hoff, 419-247-1203
Page 6 of 6 pages
