UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) June 26, 1995
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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, IN 47307-0407
(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (317) 747-6100
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BALL CORPORATION
FORM 8-K
Dated July 6, 1995
Item 5. Other Events.
On June 26, 1995, Ball Corporation and Compagnie de Saint-Gobain announced their
agreement to form a new jointly-owned company in the U.S. which will acquire the
glass manufacturing operations of both Ball Glass Container Corporation, a
wholly owned subsidiary of Ball Corporation, and the Foster-Forbes glass
operations of American National Can, a unit of Pechiney, S.A. Ball expects to
receive cash in excess of $125 million and hold a 42 percent interest in the
combined entity while Saint-Gobain will hold the other 58 percent interest and
will provide a guaranty in support of the acquisition financing and an operating
line of credit. Upon closing of the transaction, which is expected prior to
December 31, 1995, Ball estimates that a charge will be required of up to $75
million after tax or $2.50 per share. The actual amount of the charge may vary
depending upon the resolution of certain matters relating to the transaction.
The closing is subject to certain regulatory and other approvals.
Copies of the press releases issued by Ball announcing the action are attached
hereto as Exhibits 99.1 and 99.2 and are incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(c) Exhibits.
99.1 Press Release dated June 26, 1995 issued by Ball Corporation
99.2 Press Release dated June 26, 1995 issued by Ball Corporation,
Compagnie de Saint-Gobain and American National Can
See Exhibit Index.
<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
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R. David Hoover
Senior Vice President and
Chief Financial Officer
Date: July 6, 1995
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<PAGE>
BALL CORPORATION
FORM 8-K
Dated July 6, 1995
EXHIBIT INDEX
Exhibit Description
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EX-99.1 Text of a press release disseminated by the registrant on
June 26, 1995.
EX-99.2 Text of a press release disseminated by the registrant,
Saint-Gobain and American National Can on June 26, 1995.
EXHIBIT 99.1
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Ball Corporation and Group Saint-Gobain to Form
Strategic Alliance in Glass Container Manufacturing
Muncie, Ind., June 26, 1995--Ball Corporation (NYSE:BLL) and Compagnie de
Saint-Gobain announced today that they have agreed to form a strategic alliance
creating a glass container manufacturing company in the U.S. with more than $1.5
billion in sales.
Ball and Saint-Gobain will establish a new jointly-owned company which will
acquire the glass manufacturing operations of both Ball Glass Container
Corporation and the Foster-Forbes glass operations of American National Can, a
unit of Pechiney, S.A. Ball will receive cash in excess of $125 million in the
transaction and hold a 42 percent interest in the combined entity. Saint-Gobain
will hold the other 58 percent and will provide a guaranty in support of the
acquisition financing and an operating line of credit. The transactions are
subject to certain regulatory and other approvals.
Upon closing of the transaction, which is expected prior to December 31,
Ball estimates that a charge will be required of up to $75 million after tax or
$2.50 per share. The amount of the charge is dependent upon several unresolved
matters. The closing is subject to certain regulatory and other approvals.
George A. Sissel, Ball president and CEO, said that the strategic alliance with
Saint-Gobain and the combination of the Ball and Foster-Forbes glass businesses
should enhance significantly the value of Ball's retained interest.
We expect the new company will benefit greatly by combining the assets,
talents and resources of three of the world's most respected names in glass,
Sissel said.
Ball and Foster-Forbes employ approximately 8,500 people in the production
of containers at 22 glass plants in 15 states.
The Ball Glass and Foster-Forbes businesses strategically complement one
another, Sissel said. Ball is particularly strong in the food and wine markets
and Foster-Forbes in the beer, juice and other beverages. The new company will
have an attractive customer and product mix.
American National Can is a subsidiary of Pechiney, S.A., an international
company with 1994 sales of $12.8 billion. Pechiney is the third largest producer
of aluminum and a leading packaging manufacturer. It operates 350 facilities in
60 countries.
Saint-Gobain, headquartered near Paris, is a world leader in several
industrial activities. In addition to glass containers, those activities include
flat glass, insulation and reinforcements, building materials, pipe, industrial
ceramics and abrasives. With interests in 37 countries, including the U.S., the
company reported 1994 sales of $13.6 billion.
Ball is a manufacturer of rigid packaging products, primarily for foods and
beverages, and supplies aerospace and communications products and services to
government and commercial customers. The company reported 1994 sales of nearly
$2.6 billion.
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EXHIBIT 99.2
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SAINT-GOBAIN AND BALL CORP. TO
FORM NEW GLASS CONTAINER COMPANY;
AMERICAN NATIONAL CAN TO SELL GLASS ASSETS
June 26, 1995 -- Group Saint-Gobain and Ball Corporation announced today
that they have agreed to form a glass container manufacturing company in the
U.S. with sales over $1.5 billion. The two companies have signed an agreement
which will result in the transfer of assets of Ball Glass Container Corporation
(a subsidiary of Ball Corporation) to a new joint venture company to be owned 58
percent by Saint-Gobain and 42 percent by Ball. Concurrently, American National
Can (ANC), a unit of Pechiney, S.A., entered into an agreement with the new
joint venture to sell its Foster-Forbes glass operations. The new joint venture
will be valued at $1 billion. The agreements are subject to certain regulatory
and other approvals.
The glass container activities of Foster-Forbes and Ball Glass complement
each other in terms of markets served as well as the location of manufacturing
facilities. Ball is a leading supplier to the food and wine markets, while
Foster-Forbes is particularly strong in beer, juice and other beverages. The new
company will operate 22 glass plants in 15 states throughout the U.S., employing
approximately 8,500 people.
According to Claude Picot, President of Saint-Gobain's Containers Division,
"This investment is in keeping with Saint-Gobain's goal of strategic geographic
development and represents a major entree for us into the important U.S. glass
container market." Saint-Gobain, the European leader in glass containers,
announced last week that it will begin construction of a luxury perfume bottle
plant this fall in Covington, Ga. With these new investments, Saint-Gobain will
become the world's leading glass container company. Results of the new company
will be consolidated in Saint-Gobain's financial accounts.
The planned transaction should have a positive impact on Saint-Gobain's net
income beginning in 1995. As a result of the transaction, Saint-Gobain's net
consolidated debt will increase by $820 million, corresponding to 58 percent of
the capital of the new company (i.e., $250 million) plus the total net debt of
the new company which will be $570 million.
George A. Sissel, Ball President and CEO, said that the combination of the
businesses should enhance significantly the value of Ball's retained interest.
"We expect that the new company will benefit greatly from the combining of the
assets, talents and resources of three of the world's most respected names in
glass," Sissel said.
In April of this year, Pechiney announced that as part of a plan to
privatize the company, to focus on selective growth in some core businesses and
to reduce debt, it had identified certain assets, including the glass
operations, for possible sale. "Foster-Forbes glass is an excellent business. We
are pleased that it can enhance its opportunities as we fulfill our commitment
to ready our company for long-term growth and increased profitability," said
Gerard Hauser, ANC Senior Executive Vice President and Chief Operating Officer,
Beverage.
Saint-Gobain, one of the top 100 industrial corporations in the world, is a
leading producer of flat glass, containers, fiber reinforcements, insulation,
building materials, piping, abrasives and industrial ceramics. The company's
1994 sales totaled $13.6 billion.
Ball Corporation is a manufacturer of rigid packaging products, primarily
for foods and beverages, and supplies aerospace and communications products and
services to government and commercial customers. The company reported 1994 sales
of nearly $2.6 billion.
American National Can is a subsidiary of Pechiney, S.A., an international
company with 1994 sales of $12.8 billion. Pechiney is the third largest producer
of aluminum and a leading packaging manufacturer. It operates 350 facilities in
60 countries.
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