OWENS ILLINOIS INC /DE/
8-K, 1997-04-17
GLASS CONTAINERS
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<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) April 17, 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 10 pages
<PAGE>
Item 5.     Other Events.

            On April 17, 1997, Owens-Illinois, Inc. issued a press release 
announcing first quarter 1997 results.  The press release is set forth as
Exhibit 99 hereto.

Item 7.     Financial Statements and Exhibits.

       (c)  Exhibits

            Exhibit 99 - Owens-Illinois press release dated April 17, 1997.










































                              Page 2 of 10 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:   April 17, 1997





























                              Page 3 of 10 pages
<PAGE>
                                EXHIBIT INDEX


Exhibit
Number                             Exhibit                           Page

99          Owens-Illinois press release dated                       5
            April 17, 1997













































                              Page 4 of 10 pages

<PAGE>
            OWENS-ILLINOIS REPORTS INCREASED SALES AND EARNINGS

     Toledo, Ohio, April 17, 1997 --Owens-Illinois, Inc., (NYSE:  OI) today 
reported increased sales and earnings for the first quarter of 1997.

     Owens-Illinois reported net earnings of $54.6 million, or $0.44 per share,
compared with $39.6 million, or $0.33 per share, for the first quarter of 1996.
Excluding the net aftertax effect of certain one-time items in 1997, first 
quarter earnings rose 19% to $47.0 million, or $0.38 per share, compared with
the first quarter of 1996.  The 1997 results include a net gain of $16.3 
million on the previously announced sale of the company's remaining 49% interest
in Kimble Glass, partially offset by unusual charges, net of tax, totaling 
$8.7 million.

     First quarter net sales rose 17% to $1.056 billion, reflecting higher sales
by existing businesses as well as the effect of recent acquisitions.  Net sales
in the first quarter of 1996 were $905.8 million.

     Joseph H. Lemieux, Owens-Illinois chairman and chief executive officer, 
said, "Our first quarter performance again demonstrates the positive results
of our strategy to build on the strengths of our existing businesses while 
expanding our global presence through strategic acquisitions."  Beginning in
1992, Owens-Illinois has achieved double-digit increases in earnings from 
continuing operations, excluding the effects of unusual items, for five 
consecutive years.  

     As announced previously, Owens-Illinois on February 3 completed the 
acquisition of a controlling interest in AVIR S.p.A., the largest glass 
container company in Italy with additional operations in the Czech Republic 
and Spain, and on February 5 acquired certain assets of Anchor Glass Container
Corporation.  O-I's 1997 first quarter results include two months of operations
by these recently acquired units.

     "As we integrate these newly acquired businesses into our operations, we 
expect to gain further benefits such as economies of scale, manufacturing and 
transportation efficiencies, and increased productivity," Mr. Lemieux said.

     O-I's plastics and closures operations reported substantial increases in 
sales and operating profit in the 1997 first quarter.  Improved manufacturing 
performance, increased demand for prescription containers, and higher shipments
of plastic containers for personal care items such as shampoos, lotions, and
liquid shower soaps highlighted the strong performance.

     The international operations reported increased unit shipments, sales, and
operating profit.  Improved results in Poland and Venezuela, along with the 
contributions of the recently acquired AVIR operations, more than offset the 
effects of soft market conditions in Brazil and Hungary.

     The domestic glass container operations reported increased sales and 
operating profit as they continued to benefit from ongoing initiatives to 
improve quality, productivity, and cost control.  Unit shipments, driven 
primarily by increased demand from U.S. brewers, were up slightly from those 

                              Page 5 of 10 pages
<PAGE>
of the previous year, even before the addition of business gained through the
Anchor acquisition.

     The effective tax rate for the first quarter of 1997, excluding the effect
of the Kimble Glass gain, was 34.4%, compared to 32.4% for the full year 1996. 
For financial reporting purposes, no tax has been provided on the Kimble Glass 
gain because the sale will be reported as a capital loss for tax purposes.



CONTACT:  Owens-Illinois, John Hoff, 419-247-1203










































                              Page 6 of 10 pages
<PAGE>
                          OWENS-ILLINOIS, INC.
              Condensed Consolidated Results of Operations
             (Millions of dollars, except per share amounts)

                                       Three Months ended March 31,
                                     --------------------------------
                                          1997             1996
                                        --------         --------

Net sales                               $1,056.3         $  905.8
                                        --------         --------
                                        --------         --------
Earnings before interest expense,
  income taxes and minority 
  share owners' interests (a)           $  170.3         $  147.9

Interest expense                            85.9             73.5
                                        --------         --------

Earnings before items below                 84.4             74.4

Provision for income taxes                  23.4             25.9

Minority share owners' interests
  in earnings of subsidiaries                6.4              8.9
                                        --------         --------

Net earnings                            $   54.6         $   39.6
                                        --------         --------
                                        --------         --------

Net earnings per share
  of common stock                       $   0.44         $   0.33
                                        --------         --------
                                        --------         --------

Average shares outstanding (000s) (b)    121,813          120,060
                                        --------         --------
                                        --------         --------

(a) Amount for 1997 includes:  (1) a gain of $16.3 million ($16.3 million 
aftertax) on the sale of the remaining 49% interest in Kimble Glass, and 
(2) charges of $14.1 million ($8.7 million aftertax) principally for guarantees
of certain obligations of a business divested several years ago.

    The net aftertax effects of these items on 1997 earnings per share are as 
follows:

      Net earnings                                  $   0.44
      Unusual first quarter charges (credits):
        Charge for guarantee obligations and other      0.07
        Gain on sale of Kimble Glass                   (0.13)
                                                    --------
      Earnings before unusual first quarter items   $   0.38
                                                    --------
                                                    --------
                              Page 7 of 10 pages
<PAGE>
(b) The increase in average shares outstanding from 1996 to 1997 resulted from 
the issuance of approximately 2.2 million shares in the first quarter of 1997 
for the exercise of stock options, most of which were to expire in July 1997, 
pursuant to the Company's stock option plans.

















































                              Page 8 of 10 pages
<PAGE>
                         OWENS-ILLINOIS, INC.
               Consolidated Supplemental Financial Data
                   (Preliminary - subject to change)
                          Millions of Dollars

                                              Three Months Ended
                                                   March 31,
                                           ------------------------
                                             1997            1996
                                           --------        --------
Net sales:
  Glass Containers                         $  775.6        $  641.8
  Plastics and Closures                       280.4           263.6
  Eliminations and other                         .3              .4
                                           --------        --------
Consolidated total                         $1,056.3        $  905.8
                                           --------        --------
                                           --------        --------

Operating profit:
  Glass Containers                         $  101.1        $   98.7
  Plastics and Closures                        51.7            43.8
  Eliminations and other
    retained costs (a)                           .9            (6.4)
                                           --------        -------- 
Consolidated total                         $  153.7        $  136.1
                                           --------        --------
                                           --------        --------


Equity earnings                            $    8.8        $    5.3
                                           --------        --------
                                           --------        --------

Amortization of
  deferred costs                           $   14.3        $   12.9
                                           --------        --------
                                           --------        --------

Depreciation                               $   67.7        $   52.8
                                           --------        --------
                                           --------        --------

Additions to property,     
  plant, and equipment                     $   76.6        $   77.1
                                           --------        --------
                                           --------        --------






                              Page 9 of 10 pages
<PAGE>

                                           March 31,       March 31,
                                             1997            1996
                                           --------        --------

Total debt                                 $3,569.6        $2,851.7
                                           --------        --------
                                           --------        --------

Share owners' equity                       $  757.3        $  570.1
                                           --------        --------
                                           --------        --------

(a) Operating profit for 1997 includes:  (1) a gain of $16.3 million ($16.3 
million aftertax) on the sale of the remaining 49% interest in Kimble Glass, and
(2) charges of $14.1 million ($8.7 million aftertax) principally for guarantees
of certain obligations of a business divested several years ago.




































                              Page 10 of 10 pages


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