OWENS ILLINOIS INC /DE/
8-K, 1998-04-23
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 23, 1998
 
                            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) 
 
 
      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 23, 1998, Owens-Illinois, Inc. issued a press release
announcing first quarter 1998 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 23, 1998.










































                               Page 2 of 10 pages
<PAGE>


                                SIGNATURES

      Pursuant to the requirements of the Securites Exchange Act of 1934, 
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

 
 
                                   OWENS-ILLINOIS, INC. 
 
                                   By   /s/  Lee A. Wesselmann
                                        ---------------------------
                                            Lee A. Wesselmann
                                        Senior Vice President and 
                                         Chief Financial Officer 
                                       (Principal Financial Officer) 
 
 
 
Dated:   April 23, 1998 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 


                              Page 3 of 10 pages 
<PAGE> 

                                EXHIBIT INDEX 
 
 
Exhibit 
Number                             Exhibit                        Page
 
99          Owens-Illinois press release dated                     5
            April 23, 1998.
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 




                               Page 4 of 10 pages

<PAGE>
                                                                   Exhibit 99

      OWENS-ILLINOIS REPORTS INCREASED SALES AND EARNINGS IN FIRST QUARTER 

    Toledo, Ohio, April 23, 1998 -- Owens-Illinois, Inc., (NYSE: OI) today 
reported increased sales and earnings for the first quarter of 1998. 

    Owens-Illinois reported first quarter net earnings of $80.4 million or 
$0.56 per share (diluted).  The net earnings include a one-time benefit of 
$0.10 per share (diluted) related to a tax rate reduction in Italy.  In the 
first quarter of 1997, the company reported net earnings of $54.6 million, or 
$0.44 per share (diluted).  Excluding the effect of certain unusual items, 
1997 first quarter earnings were $0.38 per share (diluted).

    Net sales rose to $1.099 billion, up from $1.056 billion in the first 
quarter of 1997.

    Joseph H. Lemieux, Owens-Illinois chairman and chief executive officer, 
said, "Our improved sales and earnings again reflect the results of our focus
on the fundamentals of quality, productivity, and cost control.  We will 
continue to pursue our strategy to meet the growing worldwide demand for 
quality packaging by increasing the capacity of existing operations in key 
locations and through strategic acquisitions, including our previously 
announced agreement to acquire the worldwide glass and plastics packaging 
businesses of BTR plc."  Owens-Illinois has achieved double-digit percentage 
increases in earnings from continuing operations, excluding the effects of 
unusual items, in each of the past six years, with improved year-over-year 
results in 25 consecutive quarters.

    The domestic glass container operations reported increased sales and 
operating profit, reflecting higher unit sales volumes and improved operating 
efficiencies.  Increased shipments of bottles for the beer, tea and juice, and 
liquor and wine industries all contributed to the improved first quarter 
results.

    The international operations reported increased sales and operating profit 
due in part to the effects of the February 1997 acquisition of AVIR S.p.A., 
the largest glass container company in Italy.  The performance of the 
international operations also benefited from improved results in Latin 
America, Central and Eastern Europe, and Asia, exclusive of unusual items.

    Higher sales of plastic containers were partially offset by lower sales of 
prescription containers, reflecting strong sales in the first quarter of 1997 
in advance of a price increase.  Lower shipments of prescription and related 
closure products resulted in lower 1998 operating profit for plastics 
packaging, exclusive of unusual items.

    First quarter 1998 interest expense decreased approximately $20 million 
from that of the first quarter of 1997.  This decrease is the result of the 
refinancing initiated in the second quarter of 1997.



                               Page 5 of 10 pages
<PAGE>
    The effective tax rate for the first quarter of 1998, excluding the 
effects of the reduction in Italy's statutory income tax rate, was 37.5%.  
This compares with 34.1% for the full year 1997, excluding the effect of the 
gain on the 1997 sale of the remaining 49% interest in Kimble Glass.  The
increase in the 1998 rate is primarily the result of the non-recurrence of 
certain foreign tax credits which benefited 1997 results.

Unusual Items

    The 1998 net earnings include a tax benefit of $15.1 million, or $0.10 per 
share (diluted), to adjust net deferred income tax liabilities as a result of 
a reduction in Italy's statutory income tax rate.  The 1998 net earnings also 
include an unusual gain of $18.5 million ($11.4 million aftertax) related to 
the termination of a license agreement under which the company had produced 
plastic multipack carriers for beverage cans.  This net gain includes charges 
for related equipment writeoffs and capacity adjustments.  The net gain 
realized on the termination of the license agreement was substantially offset 
by unusual charges for the settlement of certain environmental litigation and 
for severance costs at certain international affiliates totaling $10.1 
million, net of tax.

    The 1997 unusual items include a net gain of $16.3 million on the sale of 
the remaining 49% interest in Kimble Glass, partially offset by unusual 
charges, net of tax, totaling $8.7 million.  The net aftertax amount of the 
1997 unusual items was a credit of $7.6 million, or $0.06 per share (diluted).

Company Profile

    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.



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,
                                     --------------------------------
                                          1998             1997
                                        --------         --------

Net sales                               $1,098.5         $1,056.3
                                        ========         ========

Earnings before interest expense,
  income taxes and minority 
  share owners' interests (a)           $  182.3         $  170.3

Interest expense                            65.2             85.9
                                        --------         --------
Earnings before items below                117.1             84.4

Provision for income taxes (b)              28.8             23.4

Minority share owners' interests
  in earnings of subsidiaries                7.9              6.4
                                        --------         --------
Net earnings                            $   80.4         $   54.6
                                        ========         ========


Basic net earnings per share
  of common stock                       $   0.57         $   0.44
                                        ========         ========
Weighted average shares  
   outstanding (000s) (c)                140,620          121,813
                                         =======          =======
Diluted net earnings per share
  of common stock                       $   0.56         $   0.44
                                        ========         ========
Weighted diluted average   
  shares (000s) (c)                      142,405          124,469
                                         =======          =======

(a) Amount for 1998 includes:  (1) a gain of $18.5 million ($11.4 million 
aftertax) related to the termination of a licensing agreement, including 
charges for related equipment writeoffs and capacity adjustments, and 
(2) charges totaling $16.3 million ($10.1 million aftertax) for the settlement 
of certain environmental litigation and severance costs at certain 
international affiliates.

    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.

                               Page 7 of 10 pages
<PAGE>
(b) Amount for 1998 includes a credit of $15.1 million, or $0.10 per share 
(diluted), to adjust net deferred income tax liabilities as a result of a 
reduction in Italy's statutory income tax.

(c) The increase in average shares outstanding from 1997 to 1998 resulted 
primarily from the issuance of approximately 16.9 million shares in the 
second quarter of 1997 in connection with a refinancing.














































                               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,
                                           ------------------------
                                             1998            1997
                                           --------        --------
Net sales:
  Glass Containers                         $  812.4        $  775.6
  Plastics Packaging                          285.7           280.4
  Eliminations and other                         .4              .3
                                           --------        --------
Consolidated total                         $1,098.5        $1,056.3
                                           ========        ========

Operating profit (a):
  Glass Containers                         $  111.5        $  101.1
  Plastics Packaging                           67.3            51.7
  Eliminations and other
    retained costs (b)                         (7.1)             .9
                                           --------        --------
Consolidated total                         $  171.7        $  153.7
                                           ========        ========

Equity earnings                            $    4.7        $    8.8
                                           ========        ========

Amortization of
  deferred costs                           $   15.1        $   14.3
                                           ========        ========

Depreciation                               $   74.9        $   67.7
                                           ========        ========

Additions to property,     
  plant, and equipment                     $  112.0        $   76.6
                                           ========        ========


                                           March 31,       March 31,
                                             1998            1997
                                           --------        --------

Total debt                                 $3,387.9        $3,569.6
                                           ========        ========

Share owners' equity                       $1,385.3        $  757.3
                                           ========        ========


                               Page 9 of 10 pages
<PAGE>
(a) Operating profit for 1998 includes: (1) a gain of $18.5 million ($11.4 
million aftertax) related to the termination of a licensing agreement, 
including charges for related equipment writeoffs and capacity adjustments, 
and (2) charges totaling $16.3 million ($10.1 million aftertax) for the 
settlement of certain environmental litigation and severance costs at certain
international affiliates, as follows:

                    Glass Containers          $(7.8)
                    Plastics Packaging         18.5
                    Eliminations and other
                      retained costs           (8.5)
                                              -----
                    Total                     $ 2.2
                                              =====

(b) 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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