BALL CORP
8-K, 1997-03-20
METAL CANS
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                       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) March 8, 1997


                                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



<PAGE>


                                Ball Corporation
                           Current Report on Form 8-K
                              Dated March 20, 1997



Item 5.  Other Events.

Ball  Corporation has completed an offering for the publicly held shares of M.C.
Packaging  Limited of Hong Kong.  Ball,  through its 95-percent  owned Hong Kong
subsidiary, FTB Packaging Ltd., has tendered for and acquired via the tender and
open-market  purchases  more than 90 percent of MCP's  publicly held stock as of
March 8, 1997.

Ball  Corporation  now has  ownership  interests  in 20 plants in China and Hong
Kong.  Total  sales  of FTB,  MCP  and  their  equity  affiliates  combined  are
approximately $500 million. Together, FTB and MCP accounted for approximately 50
percent of  two-piece  beverage can  shipments in China and Hong Kong,  and have
annual production capacity of approximately seven billion packaging units.

Beverage can consumption in China, a nation of 1.2 billion people,  is estimated
today at between six and seven  billion cans.  By contrast,  the United  States,
with a population of only one-fifth that of China,  consumes  nearly 100 billion
beverage cans annually.

In addition to manufacturing  two-piece aluminum beverage cans in China, FTB and
MCP make three-piece  beverage and food cans, ends for two-piece and three-piece
cans, aerosol cans, plastic bottles and closures and other plastic products such
as plastic caps. MCP also is the largest  decorator of metal sheet in China. The
companies employ approximately 4,800 people.

Ball previously acquired a controlling  interest in M.C. Packaging in January of
this  year from Lam Soon  (Hong  Kong)  Limited  for  HK$2.80  per  share.  That
acquisition,  combined  with the  results of the public  offering,  means  Ball,
through FTB, will own, directly and indirectly, approximately 75 percent of MCP.

Ball,  through FTB,  will now make a  compulsory  acquisition  of the  remaining
shares that were subject to the public offering, and will ask the Stock Exchange
of Hong Kong to delist the MCP shares.

Item 7.  Financial Statements and Exhibits


The following is filed as an Exhibit to this report.

Exhibit Number 99

Description

Ball Completes Largest International Acquisition in Company History

<PAGE>


                                Ball Corporation
                           Current Report on Form 8-K
                              Dated March 20, 1997


                                    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:  March 20, 1997                        By:  /s/ A. R. Schlesinger
                                                  ---------------------
                                                  A. R. Schlesinger
                                                  Vice President and Controller




<PAGE>


                                Ball Corporation
                           Current Report on Form 8-K
                              Dated March 20, 1997

                                  EXHIBIT INDEX


Exhibit    Description

EX-99   Text of a press release disseminated by the registranton March 12, 1997.

<PAGE>

                                Ball Corporation
                           Current Report on Form 8-K
                              Dated March 20, 1997



                                                                   Exhibit EX-99

Following  is  the  text of a  press  release disseminated by the registrant on 
March 12, 1997:


- -------------------------------------------------------------------------------
  BALL COMPLETES LARGEST INTERNATIONAL ACQUISITION IN COMPANY
  HISTORY
- -------------------------------------------------------------------------------

         MUNCIE,  Ind.,  March  12,  1997--Ball   Corporation  [NYSE:  BLL]  has
  solidified its position as a leading supplier of beverage cans in the People's
  Republic of China by completing a highly successful  offering for the publicly
  held  shares  of M.C.  Packaging  Limited  of Hong  Kong.  Ball,  through  its
  95-percent  owned Hong Kong  subsidiary,  FTB Packaging Ltd., has tendered for
  and acquired via the tender and open-market  purchases more than 90 percent of
  MCP's publicly held stock.
         "With this  acquisition,  which is one of the largest,  and undoubtedly
  one of the boldest, in Ball's 117-year history,  we have positioned  ourselves
  to be the leading supplier of cans to China's growing beverage industry," said
  George A. Sissel, Ball's chairman, president and chief executive officer.
         Ball now has  ownership  interests in 20 plants in China and Hong Kong.
  Total sales of FTB, MCP and their equity affiliates combined are approximately
  $500 million.  Together, FTB and MCP accounted for approximately 50 percent of
  two-piece  beverage  can  shipments  in China and Hong Kong,  and have  annual
  production capacity of approximately seven billion packaging units.
         Beverage can consumption in China, a nation of 1.2 billion  people,  is
  estimated today at between six and seven billion cans. By contrast, the United
  States,  with a population  only one-fifth that of China,  consumes nearly 100
  billion beverage cans annually.
         "Of course,  beverage  consumption habits and  characteristics in China
  and the U.S. are very different,  but,  nevertheless,  the growth potential in
  China  is still  significant,"  Sissel  said.  "Major  international  beverage
  companies  clearly  recognize this and continue to make investments in new can
  filling operations there. We supply many of those companies in China, as we do
  in other  parts of the world.  In China,  we also  supply  many of the leading
  local soft drink, sport drink and beer companies.
         "At the same time,  we are  mindful  that  overcapacity  exists for the
  manufacture  of two-piece  beverage cans in China," Sissel said. "If the rapid
  growth in beverage can use occurs as has been predicted,  however, we will see
  a better balance between demand and supply over the next two years.
  We certainly see attractive long-term opportunities in the region."
         In addition to manufacturing two-piece aluminum beverage cans in China,
  FTB and MCP make  three-piece  beverage and food cans, ends for two-piece cans
  and  three-piece  cans,  aerosol cans,  plastic bottles and closures and other
  plastic  products such as plastic caps.  MCP also is the largest  decorator of
  metal sheet in China. The companies employ approximately 4,800 people.
         Ball  acquired a controlling  interest in M.C.  Packaging in January of
  this year from Lam Soon (Hong  Kong)  Limited  for  HK$2.80  per  share.  That
  acquisition,  combined  with the success of the public  offering,  means Ball,
  through FTB, will own,  directly and indirectly,  approximately  75 percent of
  MCP.
         Ball,  through  FTB,  will  now  make  compulsory  acquisition  of  the
  remaining shares that were subject to the public  offering,  and ask the Stock
  Exchange  of Hong Kong to delist  the MCP  shares.  Once  delisting  has taken
  place,  it will be possible to align more  closely the  operations  of FTB and
  MCP.
         "There are considerable synergies to be achieved by integrating FTB and
  MCP," Sissel  said.  "The success of our tender offer will allow us to do that
  more quickly and efficiently. Initial returns will not be as great as those we
  see  for  the  longer-term.  In the  past,  FTB and  MCP  both  have  operated
  profitably.   Combining  them  should  improve  their   efficiencies  for  the
  long-term, and we are in China with a long-term outlook."
         After more than a decade of doing business in China, the acquisition of
  M.C.  Packaging is Ball's largest single move in a focused strategy to build a
  significant presence in emerging  international  markets. The company also has
  new joint  venture  beverage  can  plants  beginning  operation  in Brazil and
  Thailand in early 1997.
         "Today,  our businesses in China and in other  emerging  markets are an
  important  opportunity for Ball. They will become increasingly  significant as
  we move toward the next century," Sissel said.
         Ball Corporation  produces rigid metal and plastic  packaging  products
  for beverages and foods,  and provides  aerospace  and other  technologies  to
  governmental  and other  customers.  Ball  produces  approximately  17 billion
  beverage  cans  annually  in North  America,  and through  licenses  and joint
  ventures has  interests  in  operations  in 14 countries  outside the U.S. and
  Canada.

                                 * * *

  Note: This news release may contain  forward-looking  statements as encouraged
  by the  Private  Securities  Litigation  Reform  Act of 1995.  Forward-looking
  statements are  necessarily  projections  which are subject to change upon the
  occurrence of certain events which may affect the business,  many of which are
  set forth in the company's 8-K report filed with the  Securities  and Exchange
  Commission on July 16, 1996.

  5/97
  Media Contact:  Scott McCarty, days 765/747-6175, nights 765/284-2351, 
                  [email protected]
  Investor Contact:  Doug Poling, days 765/747-6465, nights 765/287-8470, 
                     [email protected]

  Ball CorporationHome Page:  http://www.ball.com



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