<PAGE>
As filed with the Securities and Exchange Commission on November 16, 1998
Registration No. 333-________
SECURITIES AND EXCHANGE COMMISSION
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
(State or other jurisdiction of incorporation or organization)
22-2781933
(I.R.S. Employer Identification No.)
One SeaGate
Toledo, Ohio
(Address of principal executive offices)
43666
(Zip Code)
FIFTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
STOCK PURCHASE AND SAVINGS PROGRAM
AND
FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
LONG-TERM SAVINGS PLAN
AND
OWENS-ILLINOIS DE PUERTO RICO LONG-TERM SAVINGS PLAN
THOMAS L. YOUNG, ESQ. Copy to:
Executive Vice President, General ROBERT A. KOENIG
Counsel and Director Latham & Watkins
Owens-Illinois, Inc. 633 West Fifth Street
One SeaGate Suite 4000
Toledo, Ohio 43666 Los Angeles, California 90071
(419) 247-5000 (213) 485-1234
(Name, address, including zip code,
and telephone number, including area
code, of agent for service)
(continued on next page)
<PAGE>
(continuation of cover page)
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------
Proposed
Title of Each Amount Maximum Proposed
Class of of Shares Offering Maximum
Securities to be Price Aggregate Amount of
to be Registered Per Offering Registration
Registered (1) Share (2) Price Fee
- ------------- ---------- --------- --------- ------------
Common Stock,
par value
$.01 per
share (1) 4,000,000 $31.50 $126,000,000 $35,028.00
=============================================================================
(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 Fifth Amended and
Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, Fourth
Amended and Restated Owens-Illinois, Inc. Long-Term Savings Plan
(successor to the Second Amended and Restated Owens-Illinois, Inc.
Non-Union Retirement and Savings Plan and the Second Amended and Restated
Owens-Illinois, Inc. Supplemental Retirement Plan) and Owens-Illinois de
Puerto Rico Long-Term Savings Plan (collectively, the "Plans").
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(h), the Proposed Maximum Offering Price Per Share is based on the
average of the high and low prices for the Company's Common Stock as
reported on the New York Stock Exchange on November 10, 1998.
<PAGE>
PART I
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission (the "Commission") by Owens-Illinois, Inc., a Delaware
corporation (the "Company" or the "Registrant"), 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, 1997;
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, 1997; and
C. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the
Commission on December 3, 1991, as amended.
All documents filed by the Company 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 of 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 statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
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 4. Description of Securities
See item 3.C. above.
Item 5. Interests of Named Experts and Counsel
Not applicable.
1
<PAGE>
Item 6. Indemnification of Directors and Officers
Section 145 of the Delaware General Corporation Law provides that a
corporation shall have the power, and in some cases is required, to
indemnify an agent, including an officer or director, who was or
is a party or is threatened to be made a party to any proceedings,
against certain expenses, judgments, fines, settlements and other
amounts under certain circumstances. Article III, Section 13 of the
Registrant's Bylaws provides for indemnification of the Registrant's
officers and directors to the extent permitted by the Delaware
General Corporation Law, and the Registrant maintains insurance
covering certain liabilities of the directors and officers of the
Registrant and its subsidiaries.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
5.1 Internal Revenue Service determination letter (see Item 9(d)).
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of McCarter & English L.L.P.
*23.3 Consent of Ernst & Young.
24 Power of Attorney (included on page 4).
* Filed herewith
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration
Statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933 (the "Act");
(ii) To reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which,
individually or in the aggregate, represent a fundamental change in
the information set forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
2
<PAGE>
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) shall not
apply to information contained in periodic reports filed by the Registrant
pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in this Registration Statement.
(2) That, for the purpose of determining any liability under
the Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold
at the termination of the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Act, each filing of the Registrant's
annual report pursuant to section 13(a) or section 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities
being registered, the Registrant will, unless in the opinion of its counsel
the matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the
final adjudication of such issue.
(d) Pursuant to Item 8(b) of Form S-8, in lieu of an Internal
Revenue Service ("IRS") determination letter that the Plans are qualified
under Section 401 of the Internal Revenue Code of 1986, as amended, the
undersigned Registrant hereby undertakes to submit the Plans and any
amendments thereto to the IRS in a timely manner and will make all changes
required by the IRS to qualify the Plans.
3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Act, 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 16th day of
November, 1998.
OWENS-ILLINOIS, INC.
By:/s/ Thomas L. Young
----------------------------
Thomas L. Young
Executive Vice President,
General Counsel and Director
Pursuant to the requirements of the Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below hereby authorizes Thomas
L. Young and David G. Van Hooser, and each of them, as attorney-in-fact, with
full power of substitution, to sign on his behalf, individually and in such
capacity stated below, and to file any amendments, including post-effective
amendments or supplements, to this Registration Statement.
Signature Title Date
- ------------------------- ---------------------------- -----------------
/s/ Joseph H. Lemieux Chairman, Chief Executive November 16, 1998
- ------------------------- Officer and Director
Joseph H. Lemieux (Principal Executive Officer)
/s/ David G. Van Hooser Senior Vice President and November 16, 1998
- ------------------------- Chief Financial Officer
David G. Van Hooser (Principal Financial and
Accounting Officer)
/s/ Edward A. Gilhuly Director November 16, 1998
- -------------------------
Edward A. Gilhuly
/s/ James H. Greene, Jr. Director November 16, 1998
- -------------------------
James H. Greene, Jr.
/s/ Robert J. Lanigan Director November 16, 1998
- -------------------------
Robert J. Lanigan
4
<PAGE>
/s/ John J. McMackin, Jr. Director November 16, 1998
- -------------------------
John J. McMackin, Jr.
/s/ Michael W. Michelson Director November 16, 1998
- -------------------------
Michael W. Michelson
/s/ George R. Roberts Director November 16, 1998
- -------------------------
George R. Roberts
/s/ Thomas L. Young Director November 16, 1998
- -------------------------
Thomas L. Young
5
<PAGE>
Pursuant to the requirements of the Act, 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 16th
day of November, 1998.
FIFTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
STOCK PURCHASE AND SAVINGS PROGRAM
FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
LONG-TERM SAVINGS PLAN
OWENS-ILLINOIS DE PUERTO RICO LONG-TERM
SAVINGS PLAN
By: Owens-Illinois, Inc.
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 Internal Revenue Service determination letter (see
Item 9(d)).
*23.1 Consent of Ernst & Young LLP.
*23.2 Consent of McCarter & English L.L.P.
*23.3 Consent of Ernst & Young.
24 Power of Attorney (included on page 4).
* Filed herewith
<PAGE>
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8 relating to the Fifth Amended and Restated Owens-Illinois, Inc. Stock
Purchase and Savings Program, the Fourth Amended and Restated Owens-Illinois,
Inc. Long-Term Savings Plan, and the Owens-Illinois de Puerto Rico Long-Term
Savings Plan of our report dated February 3, 1998 (except for information in
the section entitled "Subsequent Event" on page 63, as to which the date is
March 6, 1998), with respect to the consolidated financial statements and
schedule of Owens-Illinois, Inc. included in its Annual Report (Form 10-K) for
the year ended December 31, 1997, filed with the Securities and Exchange
Commission.
/s/ Ernst & Young LLP
Toledo, Ohio
November 16, 1998
<PAGE>
Exhibit 23.2
CONSENT OF MCCARTER & ENGLISH L.L.P.
------------------------------------
Ladies and Gentlemen:
We consent to the reference to our firm contained under the caption
"Contingencies" in the Annual Report on Form 10-K of Owens-Illinois, Inc. for
the year ended December 31, 1997 being incorporated by reference in the
Registration Statement (Form S-8) and related Prospectus pertaining to the
Fifth Amended and Restated Owens-Illinois, Inc. Stock Purchase and Savings
Program, Fourth Amended and Restated Owens-Illinois, Inc. Long-Term Savings
Plan, and Owens-Illinois de Puerto Rico Long-Term Savings Plan.
Very truly yours,
/s/ McCarter & English L.L.P.
Newark, New Jersey
November 16, 1998
<PAGE>
Exhibit 23.3
CONSENT OF INDEPENDENT AUDITORS
-------------------------------
We consent to the incorporation by reference in the Registration Statement on
Form S-8 relating to the Fifth Amended and Restated Owens-Illinois, Inc. Stock
Purchase and Savings Program, the Fourth Amended and Restated Owens-Illinois,
Inc. Long-Term Savings Plan, and the Owens-Illinois de Puerto Rico Long-Term
Savings Plan of our report dated April 7, 1998, with respect to the combined
financial statements of BTR Packaging included in the Current Report on Form
8-K of Owens-Illinois, Inc. dated April 16, 1998, filed with the Securities
and Exchange Commission.
/s/ Ernst & Young
Melbourne, Australia
November 16, 1998
