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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) March 1, 1998
Owens-Illinois, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9576 22-2781933
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
Owens-Illinois Group, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 33-13061 34-1559348
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
One SeaGate, Toledo, Ohio 43666
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(Address of principal executive offices) (Zip code)
Registrants' telephone number,
including area code: 419-247-5000
Exhibit Index -- Page 4
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Item 5. Other Events.
On March 1, 1998, Owens-Illinois, Inc. issued a press release
announcing the signing of a definitive agreement to acquire the worldwide glass
and plastic packaging businesses of BTR Plc in an all-cash transaction valued
at US$3.6 billion. The transaction will be financed initially by bank
borrowings. Promptly after closing, Owens-Illinois intends to refinance part
of the bank borrowings by issuing a combination of public debt and equity
securities, with the objective of maintaining its debt-to-capital ratio at
approximately current levels. The transaction, which is subject to the
approval of BTR's shareholders and customary regulatory approvals, is scheduled
to close in the second quarter of 1998. 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 March 1, 1998.
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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
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Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: March 2, 1998
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EXHIBIT INDEX
Exhibit
Number Exhibit Page
99 Owens-Illinois press release dated 5
March 1, 1998
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OWENS-ILLINOIS TO ACQUIRE BTR PACKAGING
Toledo, Ohio, March 1, 1998 --Owens-Illinois, Inc., (NYSE: OI) today
announced that it has signed a definitive agreement to acquire the worldwide
glass and plastic packaging businesses of BTR Plc in an all-cash transaction
valued at US$3.6 billion. The transaction is expected to be accretive in 1999
and have a neutral effect on earnings in 1998.
Joseph H. Lemieux, Owens-Illinois chairman and chief executive officer,
said, "BTR's worldwide glass and plastic packaging operations are an outstanding
fit with our existing business. This is a major step in our strategy to expand
our international glass and plastic packaging businesses, extend our global
presence, increase our operating margins, maintain our technological leadership,
and continue supporting our major industrial customers as they expand their
businesses worldwide."
Based on historical performance, O-I's international operations are
expected to contribute nearly half of the company's sales (on an annualized
basis) following completion of the transaction. In 1997, O-I's international
operations accounted for approximately 36% of the company's sales.
BTR Packaging had 1997 sales of approximately US$1.5 billion and, pro forma
for the acquisition, estimated earnings before interest, taxes, and unusual
items of US$305 million.
The transaction will be financed initially by bank borrowings. Promptly
after closing, Owens-Illinois intends to refinance part of the bank borrowings
by issuing a combination of public debt and equity securities, with the
objective of maintaining its debt-to-capital ratio at approximately current
levels.
The transaction, which is subject to the approval of BTR's shareholders and
customary regulatory approvals, is scheduled to close in the second quarter.
Mr. Lemieux added, "BTR Packaging's operations are widely recognized as
being among the best managed businesses in their respective industries. They
have set high standards of quality and customer service, based on leadership in
technology, cost control, and continuous improvement in productivity. We look
forward to having them join the Owens-Illinois family."
"We have long been positioned to meet the increasing demand for quality
packaging in Latin America, and since 1993 have made a series of strategic
investments that have given us a strong platform for growth in the emerging
markets of Central and Eastern Europe as well. With the acquisition of BTR's
operations in Australia and New Zealand, we will have a well established base
from which to expand in the Asia Pacific Region. To date, BTR has made only
minor investments in that region's emerging markets. Long-term, we expect the
region to show significant growth in glass containers and plastic packaging."
Mr. Lemieux noted, "In plastics, BTR's Continental PET unit is the leading
supplier of PET containers for products which are hot filled, such as certain
foods, juices, and other beverages. Continental PET complements our already
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strong plastic packaging capabilities and will enhance our worldwide position
as a leading producer of plastic bottles and closures."
BTR's ACI Glass Packaging unit is the leading glass container manufacturer
in Australia and New Zealand and a leading supplier in the United Kingdom. In
addition, with joint ventures in glass container manufacturing facilities in
China and Indonesia, ACI has made initial investments in economies which are
expected to show above-average growth in the long term. Owens-Illinois has
provided technology and equipment to BTR's glass container operations since
1967 and to certain BTR plastics businesses under a series of technical
assistance agreements.
In plastics, BTR is a leading supplier of polyethylene terephthalate (PET)
hot fill food and drink containers, with a strong presence in the United States,
Australia, New Zealand, the United Kingdom, the Netherlands, and in emerging
markets in such areas as Brazil, China, Hungary, Mexico, and Saudi Arabia
through its Continental PET Technologies unit. In addition, BTR's ACI
operations in Australia and New Zealand also make plastic bottles and closures
of high density polyethylene and polypropylene.
Owens-Illinois is the largest manufacturer of glass containers in North
America, South America, and India, and the second-largest in Europe. O-I also
manufactures plastic containers, plastic closures, plastic prescription
containers, labels, and multipack plastic carriers for beverage
containers.
Since 1991, not including the BTR units, Owens-Illinois has acquired 10
glass container companies serving emerging markets and eight plastic packaging
operations. O-I reported net sales of US$4.7 billion for the year ended
December 31, 1997.
This news release contains forward-looking statements that involve risks
and uncertainties that could cause actual results to differ materially from
those projected. Forward-looking statements are necessarily projections which
are subject to change upon the occurrence of events that may affect the
business. The Company also points out that acquisitions involve a number of
risks that can cause actual results to be materially different from expected
results.
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CONTACT: Owens-Illinois, John Hoff, 419-247-1203
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