BALL CORP
10-K405/A, 1995-05-12
METAL CANS
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                       SECURITIES AND EXCHANGE COMMISSION
                            Washington, D. C. 20549

                                  FORM 10-K/A
                                AMENDMENT NO. 1

           ( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
                  For the fiscal year ended December 31, 1994

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                        SECURITIES EXCHANGE ACT OF 1934
      For the transition period from ________________ to ________________

                         Commission File Number 1-7349

                                Ball Corporation

                      State of Indiana        35-0160610

                      345 South High Street, P.O. Box 2407
                           Muncie, Indiana 47307-0407

       Registrant's telephone number, including area code: (317) 747-6100

          Securities registered pursuant to Section 12(b) of the Act:

                                                Name of each exchange
    Title of each class                          on which registered
____________________________                 ____________________________
Common Stock, without par value              New York Stock Exchange, Inc.
                                             Chicago Stock Exchange, Inc.
                                             Pacific Stock Exchange, Inc.

Securities registered pursuant to Section 12(g) of the Act:  NONE

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and (2) has  been  subject  to such   filing
requirements for the past 90 days. YES [ X ] NO [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by  reference  in Part III of this Form 10-K or any   amendment to
this Form 10-K. [X]

The  aggregate  market  value of  voting  stock  held by  non-affiliates  of the
registrant  was $981.1  million based upon the closing  market price on March 1,
1995  (excluding  Series B ESOP  Convertible  Preferred Stock of the registrant,
which  series is not  publicly  traded and which has an  aggregate   liquidation
preference of $67.2 million).

Number of shares outstanding as of the latest practicable date.

          Class                              Outstanding at March 1, 1995
____________________________                 ____________________________
Common Stock, without par value                       30,131,676

                      DOCUMENTS INCORPORATED BY REFERENCE

1.   Annual Report to Shareholders  for the year ended December 31, 1994, to the
     extent  indicated  in  Parts  I,  II,  and  IV.  Except  as to  information
     specifically incorporated, the 1994 Annual Report to Shareholders is not to
     be deemed filed as part of this Form 10-K Annual Report.

2.   Proxy  statement  filed with the  Commission  dated March 20, 1995,  to the
     extent indicated in Part III.

                                PORTIONS AMENDED

Part III of the Company's Annual Report on Form 10-K for the year ended December
31, 1994 is amended as set forth in the following pages.
<PAGE>

                                    Part III

Item 10. Directors and Executive Officers of the Registrant

The executive officers of the company are as follows:

1.   George A. Sissel,  58, President and Chief Executive  Officer,  since April
     1995; Acting President and Chief Executive Officer,  1994-1995; Senior Vice
     President,  Corporate  Affairs;  Corporate  Secretary and General  Counsel,
     1993-1995; Senior Vice President,  Corporate Secretary and General Counsel,
     1987-1992;  Vice  President,   Corporate  Secretary  and  General  Counsel,
     1981-1987.

2.   William  A.  Lincoln,   53,  Executive  Vice  President,   Metal  Container
     Operations,  since March 1993;  Executive Vice  President,  Metal Packaging
     Operations, 1992-1993; Group Vice President, 1991-1992; President and Chief
     Executive Officer,  Ball Packaging Products Canada,  Inc., since 1988; Vice
     President  and Group  Executive,  Research,  Development  and  Engineering,
     Packaging  Products,  1988;  Vice President,  Engineering and  Development,
     Metal Container Division, 1978-1988.

3.   Duane E. Emerson,  57, Senior Vice President,  Administration,  since April
     1985; Vice President, Administration, 1980-1985.

4.   R. David Hoover,  49, Senior Vice  President and Chief  Financial  Officer,
     since August 1992;  Vice  President  and  Treasurer,  1988-1992;  Assistant
     Treasurer, 1987-1988; Vice President, Finance and Administration, Technical
     Products, 1985-1987; Vice President, Finance and Administration, Management
     Services Division, 1983-1985.

5.   John A. Haas,  58,  Group Vice  President;  President  and Chief  Executive
     Officer,  Ball Glass  Container  Corporation,  since June 1994;  President,
     Metal Food Container and Specialty Products Group, 1993-1994; President and
     Chief Executive Officer, Heekin Can, Inc. 1988-1994.

6.   Donovan B.  Hicks,  57,  Group Vice  President;  President,  Aerospace  and
     Communications  Group, since January 1988; Group Vice President,  Technical
     Products,     1980-1988;      President,     Ball     Brothers     Research
     Corporation/Division, 1978-1980.

7.   David B.  Sheldon,  53, Group Vice  President;  President,  Metal  Beverage
     Container Group since March 1993; Group Vice President, Packaging Products,
     1992-1993;  Vice  President  and  Group  Executive,  Sales  and  Marketing,
     Packaging  Products Group,  1988-1992;  Vice President and Group Executive,
     Sales an d Marketing, Metal Container Group, 1985-1988.

8.   Richard E. Durbin, 53, Vice President,  Information  Services,  since April
     1985;  Corporate  Director,   Information  Services,  1983-1985;  Corporate
     Director, Data Processing, 1981-1983.

9.   Albert R.  Schlesinger,  53, Vice President and  Controller,  since January
     1987; Assistant Controller, 1976-1986.

10.  Raymond J. Seabrook,  44, Vice President and Treasurer,  since August 1992;
     Senior Vice President and Chief Financial Officer,  Ball Packaging Products
     Canada, Inc., 1988-1992.

11.  Harold L. Sohn, 49, Vice President,  Corporate Relations, since March 1993;
     Director, Industry Affairs, Packaging Products, 1988-1993.

12.  David A. Westerlund,  44, Vice President,  Human Resources,  since December
     1994; Senior Director,  Corporate Human Resources, July 1994-December 1994;
     Vice President, Human Resources and Administration,  Ball Glass, 1988-1994;
     Vice President, Human Resources, Ball Glass, 1987-1988.

Other  information  required by Item 10 appearing  under the caption,  "Director
Nominees and Continuing  Directors," on pages 3 through 5 of the company's proxy
statement filed pursuant to Regulation 14A dated March 20, 1995, is incorporated
herein by reference.
<PAGE>

                                   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)


By:   /s/  R. David Hoover    
      ____________________
      R. David Hoover
      Senior Vice President and 
       Chief Financial Officer

Date:       May 12, 1995      
      ____________________




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