<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
<TABLE>
<S> <C>
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-11(c) or
Section240.14a-12
</TABLE>
<TABLE>
<S> <C>
BALL CORPORATION
- ------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- ------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
</TABLE>
Payment of Filing Fee (Check the appropriate box):
<TABLE>
<S> <C> <C>
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
----------------------------------------------------------
(2) Aggregate number of securities to which transaction
applies:
----------------------------------------------------------
(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
----------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
----------------------------------------------------------
(5) Total fee paid:
----------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for which
the offsetting fee was paid previously. Identify the previous
filing by registration statement number, or the Form or
Schedule and the date of its filing.
(1) Amount Previously Paid:
----------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
----------------------------------------------------------
(3) Filing Party:
----------------------------------------------------------
(4) Date Filed:
----------------------------------------------------------
</TABLE>
<PAGE>
[LOGO]
BALL CORPORATION
10 LONGS PEAK DRIVE, BROOMFIELD, COLORADO 80021-2510
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 26, 2000
-------------
The Annual Meeting of Shareholders of Ball Corporation will be held at the
Corporation's offices, 10 Longs Peak Drive, Broomfield, Colorado, on Wednesday,
April 26, 2000, at 9:00 a.m. (MDT) for the following purposes:
1. To elect four directors to serve three-year terms expiring at the 2003
Annual Meeting of Shareholders;
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Corporation for 2000; and
3. To transact any other business as properly may come before the meeting,
although it is anticipated that no business will be conducted other than
the matters listed above.
Only holders of Common Stock of record at the close of business March 1,
2000, are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
A Proxy Statement appears on the following pages. A copy of the Annual
Report for 1999 is being mailed to you with this Notice of Annual Meeting of
Shareholders and Proxy Statement.
By Order of the Board of Directors
Elizabeth A. Overmyer
CORPORATE SECRETARY
March 15, 2000
Broomfield, Colorado
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY YOUR PROXY IN THE
ENCLOSED
POSTAGE-PAID ENVELOPE, OR SUBMIT YOUR PROXY VIA THE TELEPHONE OR INTERNET,
AS SOON AS POSSIBLE, SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING
IN ACCORDANCE WITH YOUR INSTRUCTIONS.
__________________________
PLEASE NOTE: THE 2000 ANNUAL MEETING WILL BE HELD TO TABULATE THE VOTES CAST
AND
TO REPORT THE RESULTS OF VOTING ON THE TWO ITEMS DESCRIBED ABOVE. NO
PRESENTATIONS
OR OTHER BUSINESS MATTERS ARE PLANNED FOR THE MEETING.
<PAGE>
[LOGO]
BALL AND ARE TRADEMARKS OF BALL CORPORATION, REG. U.S. PAT. & TM. OFFICE
<PAGE>
BALL CORPORATION
10 LONGS PEAK DRIVE, BROOMFIELD, COLORADO 80021-2510
-------------
PROXY STATEMENT
MARCH 15, 2000
-------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 26, 2000
-------------
To Shareholders of Ball Corporation:
This Proxy Statement and the accompanying proxy card are furnished to
shareholders in connection with the solicitation by the Board of Directors of
Ball Corporation of proxies to be voted at the Annual Meeting of Shareholders to
be held April 26, 2000, for the purposes stated in the accompanying notice of
the meeting.
Please complete, sign, date and return your proxy card, or submit your proxy
via the telephone or Internet, as soon as possible, so that your shares can be
voted at the meeting. Any Ball Corporation shareholder of record desiring to
submit his proxy by telephone or via the Internet will be required to enter the
unique voter control number imprinted on his Ball Corporation proxy card, and
therefore should have the card for reference when initiating the process.
- To submit your proxy by telephone, call 1-877-779-8683 on a touch-tone
telephone, and follow the simple menu instructions provided. There is no
charge for this call.
- To submit your proxy over the Internet, log on to the website
http://www.eproxyvote.com/bll and follow the simple instructions provided.
Similar instructions are included on the enclosed proxy card.
A shareholder of the Corporation may revoke a proxy at any time by sending
written notice of revocation to the Corporate Secretary; by voting again by
telephone, via the Internet or in writing; or by voting in person at the
meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
At the close of business on March 1, 2000, there were outstanding and
entitled to vote 30,033,924 shares of Common Stock (including the associated
preferred stock purchase rights under the Rights Agreement dated as of
January 24, 1996, between the Corporation and The First National Bank of
Chicago). Each share of Common Stock is entitled to one vote. Shareholders do
not have cumulative voting rights with respect to the election of directors.
Based on Schedule 13G filings received to date, the following table
indicates the beneficial owners of more than 5 percent of the Corporation's
outstanding Common Stock:
<TABLE>
<CAPTION>
NAME AND ADDRESS SHARES
OF BENEFICIAL OWNER BENEFICIALLY OWNED PERCENT
---------------------------- ------------------------ -------
<S> <C> <C>
Iridian Asset Management LLC 2,526,200 8.41
276 Post Road West, Suite (shared voting and
100 dispositive power)
Westport, CT 06880-4704
FMR Corp. 2,520,343 8.39
82 Devonshire Street (sole dispositive power)
Boston, MA 02109 (sole voting power
42,125 shares)
</TABLE>
1
<PAGE>
The following table lists the beneficial ownership, as of the close of
business on March 1, 2000, of Common Stock of the Corporation, of director
nominees, continuing directors, the Chief Executive Officer and the four other
most highly compensated executive officers and, as a group, of such persons and
other executive officers. Unless otherwise noted, the beneficial owner has sole
voting and investment power.
<TABLE>
<CAPTION>
NAME OF SHARES PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS
-------------- ------------------------------------ --------------------- ------------
<S> <C> <C> <C>
Common Frank A. Bracken 298,353(2) .99
Common Howard M. Dean 11,262(3) .04
Common John T. Hackett 7,549(10) .03
Common R. David Hoover 186,028(4) .62
Common John F. Lehman 11,673(10) .04
Common George A. Matsik 11,294(5) .04
Common Ruel C. Mercure, Jr. 16,052(10) .05
Common Jan Nicholson 24,206(10) .08
Common Raymond J. Seabrook 62,596(6) .21
Common George A. Sissel 357,861(7) 1.19
Common William P. Stiritz 412,005(8) 1.37
Common Stuart A. Taylor II 1,379 .01
Common David A. Westerlund 66,165(9) .22
Common All of the above and present 1,599,187 5.32
executive officers as a
group (17)
</TABLE>
- ------------------------
(1) Full voting and dispositive power, unless otherwise noted.
(2) Includes 2,400 shares held in trust for the estate of another family member
for which Mr. Bracken, as cotrustee, has sole voting and shared investment
power, 6,220 shares owned by his wife, as to which he disclaims beneficial
ownership, and 2,500 shares which he may acquire during the next 60 days
upon the exercise of stock options.
(3) Includes 250 shares owned by Mr. Dean's wife, as to which he disclaims
beneficial ownership, and 2,500 shares which he may acquire during the next
60 days upon the exercise of stock options.
(4) Includes 1,327 shares owned by Mr. Hoover's wife and 12,848 shares held in
trust for his wife, all as to which he disclaims beneficial ownership, and
141,752 shares which he may acquire during the next 60 days upon the
exercise of stock options.
(5) Includes 5,000 shares which Mr. Matsik may acquire during the next 60 days
upon the exercise of stock options.
(6) Includes 37,818 shares which Mr. Seabrook may acquire during the next
60 days upon the exercise of stock options.
(7) Includes 10,000 shares owned by Mr. Sissel's wife, as to which he disclaims
beneficial ownership, and 273,835 shares which he may acquire during the
next 60 days upon the exercise of stock options.
(8) Includes 100,000 shares owned by Mr. Stiritz' wife, as to which he disclaims
beneficial ownership, and 2,500 shares which he may acquire during the next
60 days upon the exercise of stock options.
(9) Includes 47,411 shares which Mr. Westerlund may acquire during the next
60 days upon the exercise of stock options.
(10) Includes 2,500 shares which Messrs. Hackett, Lehman, Mercure and
Ms. Nicholson may each acquire during the next 60 days upon the exercise of
stock options.
ELECTION OF DIRECTORS
In 1985 the shareholders adopted the Amended Articles of Incorporation of
Ball Corporation, dividing the Board into three classes, as nearly equal in
number as possible, with directors serving staggered three-year terms. On
April 26, 2000, four persons are to be elected to serve as directors until 2003.
Unless otherwise instructed on the proxy card, the persons named in the
accompanying proxy intend to vote for nominees Howard M. Dean, John T. Hackett,
R. David Hoover and Jan Nicholson to hold office as directors of the Corporation
until the 2003 Annual Meeting of Shareholders, or, in each case until his
respective successor is elected and qualified. All nominees have consented to be
named as candidates in the Proxy Statement and have agreed to serve if elected.
If, for any reason, any of the nominees becomes unavailable for election, the
shares represented by proxies will be voted for any substitute nominee or
nominees designated by the Board of Directors. The Board has no reason to
believe that any of the nominees will be unable to serve. All director nominees
and all continuing directors whose terms have not expired were previously
elected by the shareholders.
In accordance with Indiana Business Corporation Law, directors are elected
by a plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present. Abstentions and broker nonvotes are
considered neither votes "for" nor "against." Proxies may not be voted for a
greater number of persons than the four nominees named.
Set forth for each director nominee in Class III and for each continuing
director in Classes I and II are his principal occupation and employment during
the past five years, the period during which he has served as a director and
certain other information.
2
<PAGE>
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
TO BE ELECTED FOR A TERM OF THREE YEARS UNTIL THE 2003 ANNUAL MEETING
(CLASS III)
<TABLE>
<C> <S> <C>
Chairman of the Board and Chief Executive Officer, Director since 1984. Member, Executive, Human
[PHOTO] Dean Foods Company, Franklin Park, Illinois, since Resources and Nominating Committees.
HOWARD M. DEAN January 1989; President and Chief Executive Mr. Dean is a director of Dean Foods Company,
Officer, 1987 to 1989. Age 62. Franklin Park, Illinois, and Yellow Corporation,
Overland Park, Kansas.
Managing General Partner, CID Equity Partners, Director since 1994. Member, Executive, Human
[PHOTO] Indianapolis, Indiana, since 1991; Vice President Resources and Nominating Committees.
JOHN T. HACKETT of Finance and Administration, Indiana University, Mr. Hackett is a director of Irwin Financial
Bloomington, Indiana, 1989 to 1991. Prior to 1989, Corporation, Columbus, Indiana; Meridian Insurance
he served as Executive Vice President, Chief Group, Inc., Indianapolis, Indiana; Wabash
Financial Officer and Director of Cummins Engine National Corp., Lafayette, Indiana, and Waterlink
Company, Columbus, Indiana. Age 67. Inc., Canton, Ohio.
Vice Chairman, President and Chief Financial Director since 1996. Member, Finance Committee.
[PHOTO] Officer, Ball Corporation, since January 2000; Mr. Hoover is a director of ANB Corporation,
R. DAVID HOOVER Vice Chairman and Chief Financial Officer, January Muncie, Indiana, and Datum, Inc., Irvine,
1998 to January 2000; Executive Vice President and California.
Chief Financial Officer, April 1997 to January
1998; Executive Vice President, Chief Financial
Officer and Treasurer, April 1996 to April 1997;
Executive Vice President and Chief Financial
Officer, July 1995 to April 1996; Senior Vice
President and Chief Financial Officer, August 1992
to July 1995; Vice President and Treasurer,
September 1988 to August 1992; various financial
positions since 1970. Age 54.
Managing Director, Strategic Risk Assessment, MBIA Director since 1994. Member, Audit and Finance
[PHOTO] Insurance Corporation, Armonk, New York, since Committees.
JAN NICHOLSON February 1998; Managing Director, Research and
Development, Capital Markets Assurance Corpora-
tion (CapMAC), New York, New York, May 1994 to
February 1998; Vice President and Manager of
Northeast Department for Citicorp Real Estate, New
York, New York, 1990 to 1994. Age 54.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE.
</TABLE>
3
<PAGE>
<TABLE>
<C> <S> <C>
TO CONTINUE IN OFFICE UNTIL THE 2001 ANNUAL MEETING (CLASS I)
Of Counsel, Bingham Summers Welsh & Spilman, Director since 1995. Member, Audit, Executive and
[PHOTO] Attorneys at Law, Indianapolis, Indiana, since Nominating Committees.
FRANK A. BRACKEN June 1994; Deputy Secretary, U.S. Department of Mr. Bracken is a director of First Merchants
the Interior, 1989 to 1993; Chairman of the Board, Corporation, Muncie, Indiana.
Ball-InCon Glass Packaging Corp., 1987 to 1989.
Various corporate positions, 1972 to 1987.
Age 65.
Chairman, J. F. Lehman & Company, New York, New Director since 1987. Member, Finance, Human
[PHOTO] York, since November 1990; Chairman of the Board, Resources and Nominating Committees.
JOHN F. LEHMAN Sperry Marine Inc., Charlottesville, Virginia, Mr. Lehman is a director of OAO Technology
November 1993 to May 1996; Managing Director, Solutions Inc., Greenbelt, Maryland.
Investment Banking Division, PaineWebber Inc., New
York, New York, January 1988 to November 1990;
Secretary of the Navy, Washington, D.C., from
February 1981 to April 1987. Age 57.
Chairman and Chief Executive Officer, Ball Director since 1995. Member, Executive Committee.
[PHOTO] Corporation, since January 1998; Chairman, Mr. Sissel is a director of First Merchants
GEORGE A. SISSEL President and Chief Executive Officer, April 1996 Corporation, Muncie, Indiana.
to January 1998; President and Chief Executive
Officer, April 1995 to April 1996; Acting
President and Chief Executive Officer, May 1994 to
April 1995; Senior Vice President, Corporate
Affairs; Corporate Secretary and General Counsel,
1993 to 1995; Senior Vice President, Corporate
Secretary and General Counsel, 1987 to 1993; Vice
President, Corporate Secretary and General
Counsel, 1981 to 1987; various corporate
positions, 1970 to 1981. Age 63.
</TABLE>
4
<PAGE>
<TABLE>
<C> <S> <C>
TO CONTINUE IN OFFICE UNTIL THE 2002 ANNUAL MEETING (CLASS II)
Chairman and Chief Executive Officer, CDM Optics, Director since 1996. Member, Audit and Finance
[PHOTO] Inc., Boulder, Colorado, since 1997 and Chairman, Committees.
RUEL C. MERCURE, JR. WITI Corporation, Boulder, Colorado, since 1991; Mr. Mercure is a director of Applied Magnetics
Member of the faculty, University of Colorado, Corp., Goleta, California.
1988 to 1996; Owner, Colorado Venture Manage-
ment, 1980 to 1988; various executive aerospace
positions, Ball Corporation, 1956 to 1980.
Age 68.
Chairman, Chief Executive Officer and President, Director since 1983. Member, Audit, Human
[PHOTO] Agribrands International, Inc., St. Louis, Resources and Nominating Committees.
WILLIAM P. STIRITZ Missouri, since March 1998, and Chairman, Ralston Mr. Stiritz is a director of Agribrands Inter-
Purina Company, St. Louis, Missouri, since October national, Inc., Ralston Purina Company, Angelica
1997; Chairman, President and Chief Executive Corp., Ralcorp Holdings, Inc., Reinsurance Group
Officer, 1982 to 1997. Age 65. of America, Inc., and May Department Stores Co.,
all of St. Louis, Missouri, American Freightways
Corp., Harrison, Arkansas, and Vail Resorts Inc.,
Avon, Colorado.
Senior Managing Director, Bear, Stearns & Co. Director since 1999. Member, Finance Committee.
[PHOTO] Inc., Chicago, Illinois, since July 1999; Managing
STUART A. TAYLOR II Director, CIBC World Markets, Chicago, Illinois,
April 1997 to July 1999; Managing Director,
Bankers Trust Company, Chicago, Illinois, January
1995 to April 1997; Vice President, Bankers Trust
Company, July 1993 to January 1995; Vice
President, Morgan Stanley & Co. Incorporated,
Chicago, Illinois, January 1991 to July 1993.
Age 39.
</TABLE>
5
<PAGE>
CERTAIN COMMITTEES OF THE BOARD
Among the standing committees of the Board of Directors are the Audit,
Nominating and Human Resources Committees.
AUDIT COMMITTEE:
The duties of the Audit Committee are: (a) recommend for nomination by the
Board of Directors the independent accountants who shall conduct the annual
audit of the Corporation; (b) provide assistance to the Board of Directors in
fulfilling its fiduciary responsibilities relating to corporate accounting and
reporting practices, including review by the Committee of accounting policies,
financial statements, annual audit procedures and results, and general financial
disclosure procedures; (c) maintain, through regularly scheduled meetings as
well as informal conferences, a direct line of communication with the
independent accountants to provide for exchanges of views and information; and
(d) review the continuing effectiveness of the Corporation's accounting and
operating conflicts of interest policies. Current members of the Audit
Committee, none of whom are employees of the Corporation, are Messrs. Stiritz
(Chairman), Bracken and Mercure, and Ms. Nicholson. The Audit Committee met
three times during 1999.
NOMINATING COMMITTEE:
The duties of the Nominating Committee are: (a) develop and maintain a list
of qualified candidates to fill vacancies on the Board and aid in attracting
qualified candidates to the Board; (b) recommend to the Board candidates to fill
any vacancies on the Board; (c) recommend to the Board annually a slate of
directors to be elected by the shareholders at the Annual Meeting and recommend
to the Board the inclusion of the slate in the Proxy Statement; and
(d) recommend the compensation for services as director to be paid to
nonmanagement directors. Current members of the Nominating Committee are
Messrs. Bracken (Chairman), Dean, Hackett, Lehman and Stiritz. The Nominating
Committee met once during 1999. The Nominating Committee will consider nominees
recommended by shareholders. Any such recommendation should be in writing and
addressed to the Corporate Secretary, Ball Corporation, 10 Longs Peak Drive,
Broomfield, Colorado 80021-2510.
HUMAN RESOURCES COMMITTEE:
The duties of the Human Resources Committee are: (a) approve the salaries of
all elected corporate officers and other employees of the Corporation, as the
Board of Directors may determine and direct from time to time; (b) approve the
Corporation's schedule of salary ranges and grades for all salaried employees;
(c) approve the Corporation's schedule for approval signatures to be required
for salary and employee status changes; (d) approve the Corporation's incentive
compensation program, including its design, participation basis and
participation rates, as they apply to all elected corporate officers and other
employees of the Corporation as the Board of Directors may determine and direct
from time to time; (e) approve major salaried benefit plans, changes, plan
additions, terminations, and discontinuations; (f) direct the administration of
the Corporation's various stock option plans, stock appreciation rights plans,
the restricted stock plans and deferred compensation plans, in accordance with
such plans; (g) designate from time to time those officers and other key
employees of the Corporation and its subsidiaries to whom option and/or
restricted stock awards are to be granted and approve the number of shares to be
optioned and/or granted from time to time to any individual; and (h) perform
such other functions with respect to employee compensation as may be requested
by the Board of Directors. Current members of the Human Resources Committee are
Messrs. Dean (Chairman), Hackett, Lehman and Stiritz. The Human Resources
Committee met five times during 1999.
BOARD MEETINGS
The Board of Directors held six meetings during 1999. Every director
attended 75 percent or more of the aggregate of the total number of meetings of
the Board of Directors and the total number of meetings held by all committees
of the Board on which he served.
SHAREHOLDER PROPOSALS FOR 2001 ANNUAL MEETING
To be eligible for inclusion in the Corporation's Proxy Statement for the
2001 Annual Meeting, proposals of shareholders must be in writing and be
received by the Corporate Secretary at the Corporation's principal executive
offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510, by November 13,
2000.
If a shareholder desires to bring business before the 2001 Annual Meeting
which is not the subject of a proposal submitted for inclusion in the Proxy
Statement, he must notify the Corporation in writing by January 27, 2001, or the
proposal may be considered untimely, and management's proxies may exercise their
discretionary authority to vote previously solicited proxies against such
proposal if it is raised at the Annual Meeting.
6
<PAGE>
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Corporation of the
Chief Executive Officer and each of the next four most highly compensated
executive officers of the Corporation (the Named Executive Officers) in office
on December 31, 1999:
SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ----------------------- --------
RESTRICTED SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION AWARDS(2) OPTIONS PAYOUTS COMPENSATION(4)
- -------------------------- -------- -------- ---------- ------------- ---------- ---------- -------- ---------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
George A. Sissel 1999 $690,000 $1,140,523 $753,531(3) $149,999
Chairman and 1998 650,000 1,108,444 $1,330,000 559,465 126,462
Chief Executive Officer 1997 552,115 796,854 221,032 110,114
R. David Hoover 1999 391,000 570,211 345,355 112,440
Vice Chairman, President 1998 365,490 510,888 875,000 246,058 95,521
and Chief Financial 1997 288,986 421,421 93,433 103,403
Officer(5)
Raymond J. Seabrook 1999 238,000 273,332 128,663 43,748
Senior Vice President, 1998 220,573 254,843 420,000 87,827 37,930
Finance 1997 191,687 216,165 33,889 28,274
David A. Westerlund 1999 227,400 259,731 121,591 19,582
Senior Vice President, 1998 209,965 240,446 420,000 79,127 14,207
Administration 1997 178,702 195,356 29,060 10,172
George A. Matsik 1999 385,000 600,197 329,084 46,299
President (Chief 1998 359,029 513,194 875,000 195,560 32,935
Operating Officer, 1997 286,519 382,244 58,143 23,567
Packaging Operations)(6)
</TABLE>
- ------------------------
(1) As noted in the Report of the Human Resources Committee, Ball Corporation
uses the term Incentive Compensation rather than Bonus. Also noted in the
Report of the Human Resources Committee is the performance level of the
Corporation and each of the operating groups in relation to incentive
targets and the resulting impact on the "bonus" amounts shown above.
(2) These restricted shares were granted after the acquisition of the assets of
the can division of Reynolds Metals Company. This one-time grant was made
pursuant to the acquisition-related, special incentive for senior
executives. The Restricted Stock restrictions are designed to lapse in
increments, based on achievement of performance goals related to the
successful integration of the acquired assets and achievement of synergies
within the metal beverage operations. If the restrictions do not lapse in
such increments, they will not lapse until September 23, 2005.
(3) Pursuant to the plan as outlined in the Report of the Human Resources
Committee, part of the award was in Restricted Stock.
(4) The amounts shown in the All Other Compensation column for 1999 consist of
the following:
Mr. Sissel -- above-market interest on deferred compensation account,
$113,577; company contribution to Employee Stock Ownership Plan, $1,156;
company contribution to Employee Stock Purchase Plan, $1,200;
Supplemental Long-Term Disability premium, $2,304; compensation
attributable to the split-dollar life insurance program, $31,762.
Mr. Hoover -- above-market interest on deferred compensation account,
$33,229; company contribution to Employee Stock Ownership Plan, $1,156;
company contribution to Employee Stock Purchase Plan, $1,200;
Supplemental Long-Term Disability premium, $2,304; compensation
attributable to the split-dollar life insurance program, $74,551.
Mr. Seabrook -- above-market interest on deferred compensation account,
$15,191; company contribution to Employee Stock Ownership Plan, $1,156;
Supplemental Long-Term Disability premium, $2,304; compensation
attributable to the split-dollar life insurance program, $25,097.
Mr. Westerlund -- above-market interest on deferred compensation account,
$14,922; company contribution to Employee Stock Ownership Plan, $1,156;
company contribution to Employee Stock Purchase Plan, $1,200;
Supplemental Long-Term Disability premium, $2,304.
Mr. Matsik -- above-market interest on deferred compensation account,
$41,639; company contribution to Employee Stock Ownership Plan, $1,156;
company contribution to Employee Stock Purchase Plan, $1,200;
Supplemental Long-Term Disability premium, $2,304.
(5) Responsibilities of President assumed on January 1, 2000.
(6) Mr. Matsik retired from Ball Corporation on December 31, 1999.
7
<PAGE>
LONG-TERM INCENTIVE COMPENSATION
STOCK OPTION GRANTS AND EXERCISES
The following tables present certain information for the Named Executive
Officers relating to stock option grants and exercises during 1999 and, in
addition, information relating to the valuation of unexercised stock options:
STOCK OPTION GRANTS IN 1999
<TABLE>
<CAPTION>
PERCENTAGE OF
TOTAL OPTIONS
GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION GRANT DATE
NAME GRANTED FISCAL 1999 (PER SHARE) DATE PRESENT VALUE(3)
---- -------- ------------- -------------- ---------- ----------------
<S> <C> <C> <C> <C> <C>
George A. Sissel......................... 0(1)
R. David Hoover.......................... 15,000(1,2) 5.15 $44.25 09/22/09 $226,275
Raymond J. Seabrook...................... 0(1)
David A. Westerlund...................... 0(1)
George A. Matsik......................... 0(1)
</TABLE>
- ------------------------
(1) Stock options granted in September 1998 were anticipated to be in lieu of
regular stock option grants for the years 1999, 2000 and 2001.
(2) Option was granted September 22, 1999, in conjunction with Mr. Hoover's
election as President effective January 1, 2000, and is exercisable
beginning one year after grant and each year thereafter in 25 percent
increments.
(3) Grant date option values are estimated at $15.085 per share based on the
Black-Scholes option pricing model adapted for use in valuing employee stock
options. The estimated value under the Black-Scholes model is based on
assumptions of volatility of 30.45 percent, a risk-free rate of return of
6.08 percent, a dividend yield of 1.52 percent, an expected option term of
5.5 years, and no adjustment for the risk of forfeiture. The actual value,
if any, an executive may realize will depend on the excess of the stock
price over the exercise price on the date the option is exercised.
Consequently, there is no assurance the value realized by an executive will
be at or near the value estimated by the Black-Scholes model.
AGGREGATED STOCK OPTION EXERCISES IN 1999
AND FISCAL YEAR-END OPTION VALUES
<TABLE>
<CAPTION>
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 1999 DECEMBER 31, 1999(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
George A. Sissel.............. 10,504 $ 309,408 255,085 78,750 $2,479,996 $529,375
R. David Hoover............... 9,670 223,535 136,752 61,250 1,155,674 214,531
Raymond J. Seabrook........... 7,067 153,090 35,068 14,500 303,833 93,438
David A. Westerlund........... 1,590 44,361 44,661 14,250 375,595 89,688
George A. Matsik(2)........... 100,502 2,535,754 5,000 -0- 18,750 -0-
</TABLE>
- ------------------------
(1) Based on the closing price on the New York Stock Exchange -- Composite
Transactions of the Corporation's Common Stock on December 31, 1999, of
$39.375.
(2) Mr. Matsik retired from Ball Corporation on December 31, 1999.
8
<PAGE>
LONG-TERM CASH INCENTIVE
The following table presents information for the Named Executive Officers
concerning the Long-Term Cash Incentive Plan and, in addition, information
relating to the estimated future payouts.
LONG-TERM CASH INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS(2)
NUMBER OF PERFORMANCE PERIOD ---------------------------------
NAME UNITS(1) UNTIL MATURATION THRESHOLD TARGET MAXIMUM
---- --------- ------------------ --------- -------- ----------
<S> <C> <C> <C> <C> <C>
George A. Sissel........................ 0 1/1/98 - 12/31/00 $252,000 $504,000 $1,008,000
R. David Hoover......................... 0 1/1/98 - 12/31/00 120,953 249,021 498,042
Raymond J. Seabrook..................... 0 1/1/98 - 12/31/00 41,360 84,821 169,643
David A. Westerlund..................... 0 1/1/98 - 12/31/00 39,514 81,035 162,069
George A. Matsik(3)..................... 0 1/1/98 - 12/31/00 69,398 143,005 286,010
</TABLE>
- ------------------------
(1) Participants are not awarded a number of units. Awards are expressed as a
percentage of average annual salary and "bonus" at target during the
performance period. However, Named Executive Officers, including the Chief
Executive Officer, whose Ball Corporation stock holdings are below the
established guidelines, will receive one-half of their award in Ball
Corporation Restricted Stock.
(2) Estimated future payouts ("earned awards") are based on Ball's total
shareholder return performance, i.e., stock price appreciation plus
dividends, over three-year performance cycles which begin at the start of
each calendar year, relative to the total shareholder return of companies
comprising the S&P Industrials index.
(3) Mr. Matsik retired from Ball Corporation on December 31, 1999, and his
estimated future payouts are calculated on a pro rata basis for the
three-year performance cycle.
RETIREMENT PLANS
The following table, for purposes of illustration, indicates the amounts of
annual retirement income which would be payable in 2000 to the Named Executive
Officers at normal retirement age 65. The calculation of retirement benefits
under the plans generally is based upon average earnings (base salary only) for
the highest five consecutive years of the ten years preceding retirement.
PENSION PLAN TABLE
<TABLE>
<CAPTION>
YEARS OF SERVICE
----------------------------------------------------
AVERAGE ANNUAL EARNINGS 15 20 25 30 35
- ----------------------- -------- -------- -------- -------- --------
<S> <C> <C> <C> <C> <C>
$150,000 $ 31,118 $ 41,490 $ 51,863 $ 62,235 $ 72,608
200,000 42,368 56,490 70,613 84,735 98,857
250,000 53,617 71,490 89,362 107,235 125,108
300,000 64,868 86,490 108,113 129,735 151,358
350,000 76,118 101,490 126,863 152,235 177,607
400,000 87,367 116,490 145,612 174,735 203,858
450,000 98,618 131,490 164,363 197,235 230,108
500,000 109,868 146,490 183,113 219,735 256,357
550,000 121,117 161,490 201,862 242,235 282,608
600,000 132,368 176,490 220,613 264,735 308,858
</TABLE>
The Corporation's qualified salaried retirement plans provide defined
benefits determined by base salary and years of service. The Corporation has
also adopted a nonqualified supplemental executive retirement plan which
provides
9
<PAGE>
benefits otherwise not payable under the qualified pension plan to the extent
that the Internal Revenue Code limits the pension to which an executive would be
entitled under the qualified pension plan. The benefit amounts shown in the
above table reflect the amount payable as a straight life annuity and include
amounts payable under the supplemental retirement plan. Messrs. Sissel, Hoover
and Seabrook participate in a split-dollar life insurance plan, and supplemental
retirement benefits cease thirty days following the termination of the
Corporation's interest in the participant's split-dollar policy.
Average Annual Earnings used under the pension formula to calculate benefits
together with years of benefit service, as of December 31, 1999, for the Named
Executive Officers are: George A. Sissel, $573,191 (29.33 years); R. David
Hoover, $301,202 (29.54 years); Raymond J. Seabrook, $196,278 (7.21 years);
David A. Westerlund, $178,082 (24.33 years) (offset by benefits received from a
prior employer); and George A. Matsik, $276,991 (23 years).
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
Since 1988, the Corporation has maintained a revocable, funded grantor
trust, which, in the event a change in control of the Corporation occurs, would
become irrevocable with funds thereunder to be available to apply to the
Corporation's obligations under two of its deferred compensation plans. Those
plans cover key employees, including the Named Executive Officers. Under the
trust, "change in control" can occur by virtue, in general terms, of an
acquisition by any person of 40 percent or more of the Corporation's voting
shares; a merger in which shareholders of the Corporation before the merger own
less than 60 percent of the Corporation's Common Stock after the merger;
shareholder approval of a plan to sell or dispose of substantially all of the
assets of the Corporation; a change of a majority of the Corporation's Board of
Directors within a 12-month period unless approved by two-thirds of the
directors in office at the beginning of such period; a threatened change in
control, deemed to exist if there is an agreement or public announcement of a
change in control; and by the adoption by the Board of Directors of a resolution
to the effect that a change in control has occurred for purposes of the trust.
The trust was funded as of December 31, 1998, with the net equity of
company-owned life insurance policies on the lives of various employees,
including participants in the plans and with a Letter of Credit that ensures
that the trust will be fully funded in the event of a change in control.
Approximately $16.7 million of net equity under the policies would be available
currently to cover the approximately $62 million of current deferred
compensation account balances of the beneficiaries of the trust. In the event of
a change in control, up to an additional $46 million would be available under
the trust pursuant to the Letter of Credit. If the funds set aside in the trust
would be insufficient to pay amounts due the beneficiaries, then the Corporation
would remain obligated to pay those amounts. In the event of the insolvency of
the Corporation, the funds in the trust would be available to satisfy the claims
of the creditors of the Corporation. The trust was not established in response
to any effort to acquire control of the Corporation, and the Board is not aware
of any such effort.
The Corporation has change-in-control severance agreements with certain key
employees, including the Named Executive Officers, except Mr. Matsik, who has
retired. The agreements are effective on a year-to-year basis and would provide
severance benefits in the event of both a change in control of the Corporation
and an actual or constructive termination of employment within two years after a
change in control. Under the agreements, a "change in control" can occur by
virtue, in general terms, of an acquisition by any person of 30 percent or more
of the Corporation's voting shares; a merger in which the shareholders of the
Corporation before the merger own 50 percent or less of the Corporation's voting
shares after the merger; shareholder approval of a plan of liquidation or to
sell or dispose of substantially all of the assets of the Corporation; and if,
during any two-year period, directors at the beginning of the period fail to
constitute a majority of the Board of Directors. "Actual termination" is any
termination other than by death or disability, by the Corporation for cause, or
by the executive other than for constructive termination. "Constructive
termination" means, in general terms, any significant reduction in duties,
compensation or benefits or change of office location from those in effect
immediately prior to the change in control, unless agreed to by the executive.
The severance benefits payable, in addition to base salary and incentive
compensation accrued through the date of termination, shall include two times
current annual base salary and target incentive compensation, the bargain
element value of then outstanding stock options, the present value of the amount
by which pension payments would have been larger had the executive accumulated
two additional years of benefit service; two years of life, disability, accident
and health benefits; outplacement services; and legal fees and expenses
reasonably incurred in enforcing the agreements. In the event such benefits,
together with other benefits paid because of a change in control, would be
subject to the excise tax imposed under Section 280G of the Internal Revenue
Code, the Corporation would reimburse the executive for such excise taxes paid,
together with taxes incurred as a result of such reimbursement. The agreements
were not entered into in response to any effort to acquire control of the
Corporation, and the Board is not aware of any such effort.
10
<PAGE>
The Corporation has severance benefit agreements with certain key employees,
including the Named Executive Officers, except Mr. Matsik, who has retired. The
agreements provide severance benefits in the event of an actual or constructive
termination of employment. "Actual termination" is any termination other than by
death or disability, by the Corporation for cause, or by the executive other
than for constructive termination. "Constructive termination" means, in general
terms, any significant reduction in compensation or benefits, unless agreed to
by the executive. The severance benefits payable, in addition to base salary and
incentive compensation accrued through the date of termination, shall include
two times current annual salary and target incentive compensation; the present
value of the amount by which pension payments would have been larger had the
executive accumulated two additional years of benefit service; two years of
life, disability, accident and health benefits; outplacement services; and legal
fees and expenses reasonably incurred in enforcing the agreements. Upon the
occurrence of a change in control as defined in the change-in-control severance
agreements, the executive is entitled to the greater of each of the benefits
provided in this agreement and each of the benefits provided in the
change-in-control severance agreement, including reimbursement thereunder
resulting from excise taxes which may be incurred as a result of such payments.
Effective May 1, 2000, the severance benefit agreements will be replaced with
amended agreements which provide for severance and other benefits based on
2 years' annual salary and target incentive for Messrs. Sissel and Hoover and
1.5 years' annual salary and target incentive for Messrs. Seabrook and
Westerlund.
DIRECTORS' COMPENSATION
Directors who are not employees of the Corporation receive as compensation a
total target annual retainer composed of a $22,000 annual fixed retainer, plus
an annual incentive retainer based upon the Corporation's actual operating
performance for each fiscal (calendar) year. The annual incentive retainer is
calculated in accordance with the Corporation's performance-based Incentive
Compensation Plan at a rate of 40 percent of the directors' annual fixed
retainer. Both annual retainers are paid 50 percent in cash and 50 percent in
Restricted Stock. The restrictions will lapse upon the director ceasing to serve
as a director, for any reason other than voluntary resignation, in which case
the restrictions will not lapse and the director will forfeit the shares. For
federal income tax purposes, the value of the shares will be taxable to the
recipient as compensation income in an amount equal to the fair market value of
the Corporation's Common Stock on the date the restrictions lapse. Since 1997
there has been no retirement plan for directors.
Nonemployee directors receive a fee of $1,000 for attending each Board
meeting; a fee of $750 for attending one or more committee meetings held on any
one day; a fee of $250 per month for serving as chairman of a Board committee;
and a per diem allowance of $500 for special assignments. In addition,
nonemployee members of the Executive Committee receive a fee of $1,000 for
attending each committee meeting. Directors who are also employees of the
Corporation receive no additional compensation for their service on the Board or
on any Board committee.
Under the terms of the Ball Corporation 1986 Deferred Compensation Plan for
Directors, nonemployee directors may elect to defer the payment of all or a
portion of their directors' fees, including the annual retainer and the board
and committee meeting fees. Interest is credited annually to the accounts at a
rate equal to the annual average composite yield on Moody's Seasonal Corporate
Bond Yield Index plus 5 percent. The fees, together with credited interest, may
be deferred until no later than the year following the year of retirement as a
director and may be distributed over a period not to exceed 15 years, both as
selected by the director. In order to provide for its liabilities under the
Plan, the Corporation purchased insurance on the lives of participating
directors.
The 1991 Restricted Stock Plan for Nonemployee Directors of Ball Corporation
authorizes the award of Common Stock of the Corporation to directors who, at the
time of grant, are not employees of the Corporation or any of its subsidiaries.
Messrs. Mercure, Stiritz and Taylor received 1,000-share awards each upon
reelection as directors on April 28, 1999. All participants will receive
additional 1,000-share awards each upon reelection for three-year terms. Newly
eligible participants will receive 1,000-share awards each when they are elected
or appointed for initial terms and upon reelection for three-year terms. The
restrictions against disposal of the shares will lapse upon the termination of
the director's service to the Corporation as a director, for whatever reason
other than voluntary resignation, in which case the restriction will not lapse
and the director will forfeit the shares. For federal income tax purposes, the
value of the shares will be taxable to the recipient as compensation income in
an amount equal to the fair market value of the Common Stock on the date the
restrictions lapse.
On September 11, 1999, Stuart A. Taylor II, newly elected as a director at
the 1999 Annual Meeting, was granted an option to purchase 10,000 Non-Qualified
Stock Option shares of Ball Corporation Common Stock at $44.25 per share, which
was 100 percent of the fair market value on that date. The stock option will
become exercisable beginning one year after grant in 25 percent increments and
will expire on September 11, 2009. Similar stock options were granted to the
Corporation's other nonemployee directors in July 1998.
11
<PAGE>
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
OVERALL POLICY
The Human Resources Committee (the "Committee") of the Board of Directors
oversees the administration of executive compensation programs and determines
the compensation of the executive officers of Ball Corporation. The Committee is
composed solely of independent, nonemployee directors and employs a compensation
consulting firm to advise and provide input in the course of its deliberations.
Target total compensation of executive officers of the Corporation,
including the Chief Executive Officer, is determined after reviewing the
executive's performance and the pay of similarly situated executives at other
manufacturing firms of similar size (based upon total employment and sales). The
external comparison is based upon the results of an annual report prepared by
the corporate compensation department and reviewed with the compensation
consulting firm employed by the Board of Directors. This report gathers
information from compensation surveys that report on executive level positions
at other manufacturing firms of similar size.
ANNUAL COMPENSATION
The Committee generally establishes target total annual compensation,
defined as the sum of base salary and incentive compensation at target, for each
of the Corporation's executive officers at approximately the 50th percentile of
what comparable companies are paying. The target total annual compensation level
for each executive, other than the Chief Executive Officer, is determined based
on recommendation from the Chief Executive Officer, together with the
Committee's consideration of the executive's responsibilities, individual
performance and the performance of the executive's area of responsibility. The
Chief Executive Officer's target total annual compensation is similarly
determined in relation to the market's 50th percentile, the Committee's
assessment of individual performance and the financial performance of the
Corporation. For the purpose of determination of target total annual
compensation, the evaluation of each executive's performance, including the
Chief Executive Officer, is largely subjective and no specific weighting is
assigned to any particular factor.
After the Committee has established the appropriate target total annual
compensation for an executive, base salary is determined by dividing target
total annual compensation by the sum of one plus the executive's incentive
compensation participation rate. When target performance, as defined in the
Annual Incentive Compensation Plan (the "Annual IC Plan") discussed below, is
attained, the executive will be paid a total annual compensation which equals
that established by the Committee as appropriate for his performance and when
compared to similarly situated executives at other companies. Incentive
compensation participation rates for executives, including the Chief Executive
Officer, are set by organizational level; for example, the Chief Executive
Officer participates at one rate, senior executive officers participate at
another rate, while other officers participate at lower rates and other key
employees at lower rates yet. The Committee intends that a larger percentage of
an executive's target total annual compensation be at risk, when compared with
compensation survey data. Such data is analyzed to determine the levels of
incentive participation and target total compensation. If the survey data
indicates a target incentive compensation rate of 55 to 60 percent, for example,
Ball Corporation could be expected to use a rate of 65 percent, thereby causing
target total annual compensation to be composed of a lower base salary and a
higher at-risk incentive compensation.
Base salary is referred to as "salary" in the Summary Compensation Table and
incentive compensation actually earned by an executive officer is reported under
the heading "Bonus." Actual incentive compensation earned is driven by the
economic value added targets approved by the Committee at the beginning of the
year. The Annual IC Plan targets are calculated taking into account historical
performance, the company's cost of capital and the capital investment of each
business unit. The resulting targets are set at levels requiring improvement in
economic value added each year. The Annual IC Plan design applies to all
officers and other key employees.
The Annual IC Plan awards incentive compensation to executives based upon
actual performance of the Corporation, or in certain cases the actual
performance of the profit center for which the executive is responsible, in
achieving improvements in economic value added relative to the established
targets. Improvement in economic value added occurs when the ratio of net
operating profit after tax to capital employed in the business increases over
time. It establishes a direct link between incentive compensation and return
earned on capital relative to a specified target return. Economic value added
was selected as the measure for the Corporation's Annual IC Plan because it has
been demonstrated that it correlates closely management's incentive with
shareholder total return.
12
<PAGE>
If actual performance for the year is higher than the target performance
level, then the actual incentive compensation for such year will be higher than
target. Whenever actual performance falls below the target performance level,
the executive will receive incentive compensation less than target. If
performance falls below the minimum acceptable level established in the Annual
IC Plan, then no incentive compensation will be earned, and the executive's
annual compensation will consist only of base salary for the year. The Committee
intends that an executive's target incentive compensation should be a
significant portion of his target total compensation. In the case of the Named
Executive Officers, the portion of target total annual compensation represented
by target incentive compensation ranges from approximately 35 to approximately
45 percent. It is not intended or perceived as a "bonus" but rather as the
component of total compensation which is "at risk" as an incentive, dependent on
operating performance. For the year ended December 31, 1998, actual incentive
compensation for the Named Executive Officers was above target for each named
executive, reflecting above-target performance. The incentive compensation
levels for 1999 reflect the above-target performance of the Corporation as a
whole and for the packaging operations. Incentive compensation for
Messrs. Sissel, Hoover, Seabrook and Westerlund was based entirely on the
performance of the Corporation as a whole, while Mr. Matsik's incentive
compensation was based 80 percent on the performance of his area of profit
responsibility and 20 percent on the performance of the Corporation as a whole.
LONG-TERM INCENTIVE PROGRAM
The Corporation's long-term incentive program consists of two types of
plans, both based upon the performance of Ball Corporation's Common Stock. The
first type comprises broad-based employee stock option plans designed to
encourage employee stock ownership and to recognize and reward employees for
their levels of responsibility in building shareholder value. Grants of stock
options to employees, including executive officers, are generally made by the
Committee after considering the recommendation of the Chief Executive Officer,
based primarily on the level of the employee's position within the Corporation,
taking into account the number of outstanding and previously granted options.
Stock options granted to the Chief Executive Officer are determined by the
Committee in relation to grant levels of other executive officers within the
Corporation and a subjective evaluation of his past and expected performance as
well as the number of outstanding and previously granted options. As the stock
option plans are long term in nature, grants are determined independently of the
shorter-term Annual IC Plan.
The second part of the Corporation's long-term incentive program is the
Long-Term Cash Incentive Plan. This plan is limited in its participation to
selected key executives, including the Named Executive Officers, who contribute
materially to the success of Ball Corporation and its subsidiaries through their
leadership skills, vision and dedication. The plan provides cash and Restricted
Stock awards on the basis of Ball's total shareholder return performance; i.e.,
stock price appreciation plus dividends, over three-year performance cycles
which begin at the start of each calendar year, relative to the total
shareholder return of companies comprising the S&P Industrials Index. Named
Executive Officers whose Ball Corporation stock holdings are below established
guidelines receive up to one-half of their award in Ball Corporation Restricted
Stock. Long Term Cash Incentive Plan awards are shown in the Summary
Compensation Table under "LTIP Payouts".
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
provides that publicly held corporations may not deduct in any one taxable year
certain compensation in excess of $1 million paid to the Chief Executive Officer
and the next four most highly compensated executive officers. One of the primary
responsibilities of the Committee is to provide a compensation program that will
attract, retain and reward executive talent necessary to maximize shareholder
return. Nevertheless, to the extent that any cash compensation for any Named
Executive Officer otherwise deductible for a particular tax year would not be
deductible in that year because of the limitations of Section 162(m), such
compensation will be deferred until retirement.
The foregoing report has been furnished by the following directors and
members of the Human Resources Committee:
Howard M. Dean, Chairman
John T. Hackett
John F. Lehman
William P. Stiritz
13
<PAGE>
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The line graph below compares the annual percentage change in Ball
Corporation's cumulative total shareholder return on its Common Stock with the
cumulative total return of the S&P Composite 500 Stock Index and The Dow Jones
Containers & Packaging Index for the five-year period ending December 31, 1999.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG BALL CORPORATION COMMON,
THE S&P COMPOSITE 500 STOCK INDEX AND THE DOW JONES CONTAINERS & PACKAGING INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
BALL CORPORATION S&P 500 DOW JONES CONTAINERS & PACKAGING
<S> <C> <C> <C>
1994 100 100 100
1995 90 138 112
1996 87 169 141
1997 119 225 160
1998 157 289 140
1999 137 350 130
</TABLE>
Notes: Assumes $100 invested on December 31, 1994.
Total return assumes reinvestment of dividends.
The Dow Jones Containers & Packaging Index total return weighted by
market capitalization.
The Dow Jones Containers & Packaging Index reflects Ball Corporation's
performance against packaging businesses, the Corporation's principal industry
group, and provides an appropriate indicator of cumulative total shareholder
returns. Companies included in the Dow Jones Containers & Packaging Index, in
addition to Ball Corporation, are: Bemis Company, Inc.; Crown Cork & Seal
Company, Inc.; Owens-Illinois, Inc.; Pactiv Corp.; Sealed Air Corp.;
Smurfit-Stone Container Corp.; Sonoco Products Company; and Temple-Inland, Inc.
14
<PAGE>
RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
During 1999 PricewaterhouseCoopers LLP rendered audit and non-audit services
to the Corporation. Audit services included examinations of the consolidated
financial statements and statutory financial statements required to be filed;
reviews of quarterly financial data and filings with the Securities and Exchange
Commission; and consultations relating to the application of generally accepted
accounting principles to transactions into which the Corporation has entered.
Non-audit services included advice and consultations relating to acquisitions
and dispositions then being considered by the Corporation. It is the policy of
the Audit Committee of the Board of Directors to approve in advance the
engagement of PricewaterhouseCoopers LLP for all audit and, except for minor
assignments, non-audit services. Representatives of PricewaterhouseCoopers LLP
are expected to be present at the Annual Meeting of Shareholders and to be
available to respond to appropriate questions and to make a statement if they so
desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
CORPORATION'S INDEPENDENT ACCOUNTANTS FOR 2000.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require disclosure of
late filings of reports of stock ownership and changes in stock ownership by
directors and executive officers. To the best of the Corporation's knowledge,
all of the filings for its executive officers and directors were made on a
timely basis in 1999.
SOLICITATION AND OTHER MATTERS
The cost of soliciting proxies will be paid by the Corporation. Beacon Hill
Partners, Inc., has been retained to assist in the solicitation of proxies for a
fee of $3,000, plus expenses. In addition to solicitations by mail, proxies also
may be solicited personally or by telephone by some directors, officers and
regular employees of the Corporation, without additional compensation, as well
as by employees of Beacon Hill. The Corporation will reimburse brokerage firms
and other custodians, nominees and fiduciaries for reasonable expenses incurred
by them in sending proxy material and annual reports to the beneficial owners of
Common Stock.
As of the date of this Proxy Statement, the Board of Directors of the
Corporation has no knowledge of any matters to be presented for consideration at
the meeting other than those referred to above. However, the persons named in
the accompanying proxy card shall have authority to vote such proxy as to any
other matters which do properly come before the meeting and as to matters
incidental to the conduct of the meeting, according to their discretion.
By Order of the Board of Directors
Elizabeth A. Overmyer
CORPORATE SECRETARY
March 15, 2000
Broomfield, Colorado
15
<PAGE>
[LOGO]
BALL CORPORATION
10 LONGS PEAK DRIVE
BROOMFIELD, COLORADO 80021-2510
[LOGO]
<PAGE>
PROXY
BALL CORPORATION PROXY/VOTING INSTRUCTION CARD
10 LONGS PEAK DRIVE, BROOMFIELD, COLORADO 80021-2510
- --------------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 26, 2000.
The undersigned hereby appoints Frank A. Bracken, R. David Hoover and George A.
Sissel and each or any of them as Proxies, with full power of substitution, to
vote all shares of Ball Corporation Common Stock entitled to be voted by the
undersigned for the election of directors and on Proposal 2 referred to on the
reverse side of this Proxy Card and described in the Proxy Statement, and on any
other business as properly may come before the Annual Meeting of Shareholders on
Wednesday, April 26, 2000, or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR ITEMS 1 AND 2.
Election of four directors for three-year terms. Nominees are:
01 Howard M. Dean, 02 John T. Hackett, 03 R. David Hoover and 04 Jan Nicholson
You are encouraged to specify your votes by marking the appropriate boxes on the
reverse side.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED
ENVELOPE.
- --------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
<PAGE>
Please mark your vote as in this example. /X/
This proxy, when properly executed, will be voted in the manner directed herein
by the undersigned shareholder(s). If no direction is made, this proxy will be
voted FOR the election of directors and FOR Proposal 2.
- -------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2.
- -------------------------------------------------------------------------------
1. Election of Directors (see reverse)
FOR WITHHOLD authority for all Nominees
/ / / /
To withhold authority to vote for any specific nominee(s), mark the "FOR" box
and write the name of each such nominee for whom you are withholding authority
to vote on the line provided below.
- -------------------------------------------------------------------------------
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP as the
independent accountants for the Corporation.
FOR AGAINST ABSTAIN
/ / / / / /
3. At their discretion, the proxies are authorized to vote upon such other
business as properly may come before the meeting or any adjournment thereof.
Please sign exactly as name appears at left. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
___________________________________________________________
___________________________________________________________
SIGNATURE(S) DATE
- --------------------------------------------------------------------------------
TRIANGLE FOLD AND DETACH HERE TRIANGLE
BALL CORPORATION
Dear Shareholder:
We encourage you to vote your shares electronically this year either by
telephone or via the Internet. This will eliminate the need to return your proxy
card. You will need your proxy card and Social Security Number (where
applicable) when voting your shares electronically. The Voter Control Number
that appears in the box above, just below the perforation, must be used in order
to vote by telephone or via the Internet.
The EquiServe Vote by Telephone and Vote by Internet systems can be accessed 24
hours a day, seven days a week, up until the day prior to the meeting.
TO VOTE BY TELEPHONE:
Using a touch-tone phone, call toll-free: 1-877-PRX-VOTE (1-877-779-8683)
From outside the United States, call direct: 1-201-536-8073
TO VOTE BY INTERNET:
Log on to the Internet and go to the website: HTTP://WWW.EPROXYVOTE.COM/BLL
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