SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) January 26, 1994
BALL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana
(State or other jurisdiction of incorporation)
1-7349 35-0160610
(Commission File Number) (IRS Employer Identification No.)
345 South High Street, Muncie, Indiana 47305-2326
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code: (317) 747-6100
Ball Corporation
Current Report on Form 8-K
Dated January 27, 1994
Item 5. Other Events.
The report of earnings was announced by Ball Corporation on January 26, 1994,
pursuant to a copy of the press release attached hereto as Exhibit EX-21 and
incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
EX-21 - Other Documents or Statements to Security Holders.
Text of a press release disseminated by the
registrant on January 26, 1994.
Ball Corporation
Current Report on Form 8-K
Dated January 27, 1994
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
BALL CORPORATION
(Registrant)
Date: January 27, 1994 By: /s/George A. Sissel
George A. Sissel
Senior Vice President, Corporate Affairs;
Corporate Secretary and General Counsel
Ball Corporation
Current Report on Form 8-K
Dated January 27, 1994
EXHIBIT INDEX
Exhibit Description
EX-21 Text of a press release disseminated by the
registrant on January 26, 1994.
Ball Corporation
Current Report on Form 8-K
Dated January 27, 1994
Exhibit EX-21
Following is the text of a press release disseminated by the registrant on
January 26, 1994:
BALL CORPORATION ANNOUNCES $95 MILLION
RESTRUCTURING CHARGE, REDUCES DIVIDENDS AND
REPORTS FOURTH QUARTER, FULL YEAR 1993 RESULTS
MUNCIE, Ind., January 26, 1994-- Ball Corporation [NYSE:BLL] announced it
was taking a fourth quarter 1993 provision of $95 million, $58 million after
tax, or $1.96 per share, for various restructuring actions, plant closings and
consolidations, primarily within the company's packaging operations, to be
completed over the next 12-24 months.
Ball also announced its board had approved a change in the company's
quarterly dividend on common stock from 31 cents to 15 cents per share. The
dividend is payable March 15, 1994, to shareholders of record on March 1.
Delmont A. Davis, president and chief executive officer, commented, "The
board today concluded that a dividend reduction was essential to the
accomplishment of Ball Corporation's goal of increased share value. The
reduced dividend is consistent with changes in Ball Corporation's
capitalization as a result of the 1993 spin-off of Alltrista Corporation,
which enabled Ball's shareholders to enjoy a one-time special dividend with an
equivalent cash value of $4.25 per Ball share.
"The lower dividend will enhance Ball's historically strong cash flow and
ability to reduce debt and finance opportunities for future growth, both
domestically and internationally," Davis said. "We also believe the
restructuring provision will help improve the company's overall competitive
position in its core packaging and aerospace markets by helping to eliminate
excess capacity, reduce costs and trim unprofitable product lines. We expect
to reduce our number of operating locations by approximately 10 percent, and
our workforce by approximately 8 percent as a result of these actions. This
is consistent with our objective of managing the business over the long term
to maximize total return to shareholders."
Included in the charge are costs associated with plant rationalizations
such as employee severance payments and relocation costs. Also part of the
provision are write-downs of fixed assets and equipment to estimated net
realizable values as a result of the rationalization and obsolescence caused
by broad changes in packaging industry specifications for metal beverage
containers. In addition, the charge provides for costs associated with the
elimination of certain product lines, either through sale, joint venture or
closure. Costs associated with the previously announced closing of Ball's
Asheville, N.C., glass facility are part of the provision.
Including a $14 million pretax provision taken in its aerospace and
communications segment during the third quarter of 1993, Ball reported
approximately $109 million in restructuring charges for the year,
approximately $66 million after tax, or $2.31 per share.
Fourth quarter sales increased to approximately $558 million from
approximately $525 million in 1992 due to the inclusion of sales of Heekin
Can, Inc., which was acquired in March 1993. Excluding the effect of the
restructuring charge, Ball reported a loss of approximately $2 million for the
quarter, compared to earnings of $10 million in 1992. On this basis, Ball
reported a loss of 6 cents per share in the quarter, compared with earnings of
39 cents per share in 1992's fourth quarter.
For the year, Ball reported net sales of $2.4 billion, 12 percent higher
than the $2.2 billion reported in 1992. Ball reported a net loss in 1993 of
$68.3 million, or $2.38 per share, versus 1992 earnings of $63.7 million, or
$2.45 per share. This includes both the impact of restructuring provisions
and the effect of a one-time, non-cash after-tax charge of $34.7 million, or
$1.21 per share, taken in the first quarter of 1993 to comply with new
accounting standards related to post-retirement health care and other post-
employment benefits. The year also includes a $1.1 million, or 4 cents per
share, charge taken in the third quarter to reflect a higher tax rate due to
the Omnibus Budget Reconciliation Act of 1993.
Ball's domestic metal packaging operations reported lower fourth quarter
earnings, while the Canadian metal packaging business had improved
performance. The U.S. beverage container business had slower volume growth in
the period, primarily due to strong prior year performance. The business
operated at lower utilization rates in certain facilities as a result of the
installation of new equipment to manufacture smaller neck diameters for
containers to accommodate changing industry standards. Ball's 1993 domestic
beverage can shipments increased significantly more than industry volumes,
which rose by slightly less than 2 percent for the year. The food and
specialty products group essentially completed the integration of its Heekin
and Canadian operations in the quarter.
Ball's glass container business, which was hampered throughout the year
by unfavorable performance in some of its plants, start-up costs at its
Ruston, La., facility, and higher warehousing and shipping costs, reported an
operating loss for the quarter. This loss was primarily due to an extended
period of plant downtime which was taken in the period to reduce inventories.
The aerospace and communications segment reported a loss in the quarter,
largely attributable to poor performance in the communications products and
imaging products units.
"Overcapacity in both the metal and glass packaging industries continues
to limit manufacturers' ability to realize acceptable pricing," Davis said.
"We remain confident that this supply/demand imbalance will be resolved over
time. In the meantime, we intend to reduce costs, invest in productivity-
enhancing equipment and take other appropriate actions which will lead to
higher utilization rates and improved returns in our packaging businesses.
"Notwithstanding this, we are extremely disappointed with our performance
for the year," Davis said. "However, we believe the strategic initiatives
pursued by Ball Corporation in 1993 will ultimately benefit our shareholders,
and that the actions announced today should improve Ball's ability to deliver
a stronger earnings performance over the next several years in the face of
highly competitive markets. We are entering 1994 with a reduced level of
product inventories in metal beverage and glass containers and expect to
achieve higher utilization, a more competitive cost structure and reduced
inventory carrying costs.
"In 1994 we anticipate continued growth in our beverage container
business, improved performance in our Canadian metal operations, a
significantly stronger overall performance in glass and higher profitability
in our aerospace and communications segment businesses," Davis said. "A
workforce reduction of approximately 5 percent taken in 1993, coupled with a
company-wide commitment to increase profitability and contain costs, should
also contribute to improved earnings performance in 1994."
Ball Corporation manufactures metal and glass containers for the beverage
and food industries and provides aerospace systems and professional services
to government and commercial customers.
-end-
2/94 BDW Contact Harold Sohn 317/747-6483
<TABLE>
FINANCIAL HIGHLIGHTS
(MILLIONS, EXCEPT PER SHARE DATA)
<CAPTION>
Twelve Months Ended Three Months Ended
12/31/93 12/31/92 12/31/93 12/31/92
<S> <C> <C> <C> <C>
_________ _________ _________ _________
Net sales $2,440.9 $2,177.8 $ 557.7 $ 524.8
_________ _________ _________ _________
Costs and other deductions
Cost of sales 2,158.6 1,881.2 507.9 451.8
Selling, distribution and
administrative expenses 179.1 157.1 41.4 44.4
Rationalization and
other charges 108.7 -- 94.7 --
Interest expense 45.9 37.2 10.1 10.0
_________ _________ _________ _________
2,492.3 2,075.5 654.1 506.2
_________ _________ _________ _________
(Loss) income from
continuing operations
before taxes (51.4) 102.3 (96.4) 18.6
Provision for taxes
on income 21.2 (38.2) 38.4 (6.9)
Equity in earnings
of affiliates 1.3 .6 -- 0.3
Minority interest (3.6) (3.8) (0.7) (1.2)
_________ _________ _________ _________
Net (loss) income from:
Continuing operations (32.5) 60.9 (58.7) 10.8
Alltrista operations 2.1 6.2 -- 0.2
_________ _________ _________ _________
Net (loss) income before
cumulative effect of
change in accounting (30.4) 67.1 (58.7) 11.0
Cumulative effect of
accounting change (net) (34.7) -- -- --
_________ _________ _________ _________
Net (loss) income (65.1) 67.1 (58.7) 11.0
Preferred dividends,
net of tax benefit (3.2) (3.4) (0.8) (0.8)
_________ _________ _________ _________
Net (loss) earnings
attributable to common
shareholders $ (68.3) $ 63.7 $ (59.5) 10.2
========= ========= ======== ========
(Loss)earnings per share
of common stock:
Continuing operations $ (1.24) $ 2.21 $ (2.02) $ 0.38
Alltrista operations 0.07 0.24 -- .01
Cumulative effect of
changes in accounting,
net of tax benefit (1.21) -- -- --
_________ _________ _________ _________
$ (2.38) $ 2.45 $ (2.02) $ 0.39
========= ========= ======== ========
Fully diluted (loss)
earnings per share: *
Continuing operations (1.24) 2.12 (2.02) 0.37
Alltrista operations 0.07 0.22 -- .01
Cumulative effect of
changes in accounting,
net of tax benefit (1.21) -- -- --
_________ _________ _________ _________
$ (2.38) $ 2.34 $ (2.02) $ 0.38
========= ========= ======== ========
Weighted average shares
outstanding (thousands) 28,712 26,039 29,392 26,279
Fully diluted weighted
average shares
outstanding 28,712 28,223 29,392 28,453
*Fully diluted earnings per share for 1993 is the same as earnings per common
as the assumed exercise of stock options and conversion of the preferred
stock is anti-dilutive.
</TABLE>
