-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: keymaster@town.hall.org Originator-Key-Asymmetric: MFkwCgYEVQgBAQICAgADSwAwSAJBALeWW4xDV4i7+b6+UyPn5RtObb1cJ7VkACDq pKb9/DClgTKIm08lCfoilvi9Wl4SODbR1+1waHhiGmeZO8OdgLUCAwEAAQ== MIC-Info: RSA-MD5,RSA, aN+S4UOYy11hjXbI/A45GHO1+YhGIo7nB6jmKwLWE5vEZcrWNKFzX8Wq3mQER3fH wa8ZeyQLRf5siVPTD2+HKg== 0000009389-95-000017.txt : 199507070000009389-95-000017.hdr.sgml : 19950707 ACCESSION NUMBER: 0000009389-95-000017 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 19950626 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19950706 SROS: CSX SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: BALL CORP CENTRAL INDEX KEY: 0000009389 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 350160610 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-07349 FILM NUMBER: 95552328 BUSINESS ADDRESS: STREET 1: 345 S HIGH ST STREET 2: P O BOX 2407 CITY: MUNCIE STATE: IN ZIP: 47307 BUSINESS PHONE: 3177476100 MAIL ADDRESS: STREET 1: PO BOX 2407 CITY: MUNCIE STATE: IN ZIP: 47307-0407 FORMER COMPANY: FORMER CONFORMED NAME: BALL BROTHERS CO DATE OF NAME CHANGE: 19731115 8-K 1 CURRENT REPORT ON FORM 8-K 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 --------------- 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 ---------------- 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. 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: July 6, 1995 ------------------------- BALL CORPORATION FORM 8-K Dated July 6, 1995 EXHIBIT INDEX Exhibit Description - ------- ----------- 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. EX-99.1 2 EXHIBIT 99.1 EXHIBIT 99.1 ------------ 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. - --end-- EX-99.2 3 EXHIBIT 99.2 EXHIBIT 99.2 ------------ 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. - --end-- -----END PRIVACY-ENHANCED MESSAGE-----