-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, ONSe0vW+T4BrsF94F3tMTM3ED6BcmwJvFLrwpy07uvZOwpkF3jkDjOqyatBrGxDm ABNqsIuwsJEmkXj5kAo0Gg== 0000009389-98-000009.txt : 19980428 0000009389-98-000009.hdr.sgml : 19980428 ACCESSION NUMBER: 0000009389-98-000009 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19980422 ITEM INFORMATION: FILED AS OF DATE: 19980427 SROS: CSX SROS: NYSE SROS: PCX 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: SEC FILE NUMBER: 001-07349 FILM NUMBER: 98601644 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 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) April 22, 1998 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: (765) 747-6100 Ball Corporation Current Report on Form 8-K Dated April 27, 1998 Item 5. Other Events. On April 23, 1998, Ball Corporation, an Indiana corporation (the "Company"), entered into an agreement with Reynolds Metals Company, a Delaware corporation ("Reynolds"), to acquire essentially all of Reynolds' global aluminum beverage can manufacturing business for a total purchase price of approximately $820 million. The purchase price of the transaction will be paid in cash and, at Ball's option, up to $100 million of Ball common stock to acquire all of Reynolds' North American beverage can manufacturing assets, which consist largely of 16 plants in 12 states and Puerto Rico, as well as Reynolds' approximate one-third interest in Latas de Aluminio, S.A. - LATASA ("Latasa"), a Brazilian company which operates beverage can plants in Argentina, Brazil and Chile. The acquisition is subject to antitrust approval, transaction financing and refinancing of existing Ball debt and other customary closing conditions. Additionally, the acquisition by Ball of Reynolds' interest in Latasa is subject to certain third-party consents. The Company issued a press release with respect to the transaction on April 23, 1998, a copy of which is included as an exhibit hereto and incorporated herein by reference. Item 7. Financial Statements and Exhibits The following is filed as an Exhibit to this report. Exhibit Number 99 Description Text of Press release disseminated by the Registration on April 23, 1998. Ball Corporation Current Report on Form 8-K Dated April 27, 1998 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: April 27, 1998 By: /s/ A. R. Schlesinger --------------------- A. R. Schlesinger Vice President and Controller Ball Corporation Current Report on Form 8-K Dated April 27, 1998 EXHIBIT INDEX Exhibit Description EX-99 Text of a press release disseminated by the registrant on April 23, 1998. EX-99 2 EXHIBIT-99 OTHER DOCUMENTS TO SECURITY HOLDERS Ball Corporation Current Report on Form 8-K Dated April 27, 1998 Exhibit EX-99 Following is the text of a press release disseminated by the registrant on April 23, 1998: BALL CORPORATION AGREES TO ACQUIRE REYNOLDS' GLOBAL BEVERAGE CAN BUSINESS MUNCIE, Ind., April 23, 1998--Ball Corporation [NYSE: BLL] announced today that it has reached a definitive agreement with Reynolds Metals Company of Richmond, VA., to acquire essentially all of Reynolds' global aluminum beverage can manufacturing business for a total purchase price of approximately $820 million. Ball will use a combination of cash and, at Ball's option, up to $100 million of Ball common stock to acquire all of Reynolds' North American beverage can manufacturing assets, which consist largely of 16 plants in 12 states and Puerto Rico, as well as Reynolds' approximate one-third interest in Latasa, a Brazilian company which operates beverage can plants in Argentina, Brazil and Chile. The acquisition of Reynolds' can business is subject to government antitrust approval, transaction financing and refinancing of existing Ball debt and customary closing conditions. Additionally, the acquisition by Ball of Reynolds' interest in Latasa is subject to certain third-party consents. Ball and Reynolds have agreed to discuss further the possible later acquisition by Ball of Reynolds' minority interest in a can manufacturing company in Saudi Arabia. Ball operates seven aluminum beverage can plants in the U.S. and two in Canada, and is the largest producer of beverage cans in China. Ball is also a partner in joint venture beverage can manufacturing operations in Brazil, the Philippines, Taiwan and Thailand. The combination of Ball's beverage can manufacturing assets and those of Reynolds will have annual production capacity of more than 50 billion cans worldwide, including approximately 35 billion in North America and nine billion in South America. Based on 1997 results, North American consolidated beverage can sales of the combined businesses would have been approximately $2.3 billion. "Acquisition of the Reynolds beverage can manufacturing assets represents a major building block in our strategy to remain a low-cost, preferred supplier for aluminum beverage cans in North America," said George A. Sissel, Chairman and Chief Executive Officer of Ball Corporation. "Combining it with Ball's beverage can operations will afford us an even more solid foundation in North America and for the export of our technology and capital into emerging international packaging markets." "The opportunities for synergies, savings and improvement from melding these two great names in packaging are significant," said George A. Matsik, President of Ball Corporation and Chief Operating Officer, Packaging. "We already have identified annual savings of more than $70 million, and we intend to take the best of the two businesses and create something even better." The transaction, the largest in Ball's history, has been in discussion for a number of months and is expected to close in the second half of 1998. The $820 million total purchase price assumes certain incentives and other requirements, which both Ball and Reynolds expect will be achieved. If the conditions to acquire Reynolds' interest in Latasa are not met, the acquisition price for Reynolds' North American beverage can assets will be appropriate reduced. Ball Corporation produces rigid metal and plastic packaging products, primarily for beverages and foods, and provides aerospace and technologies and services to governmental and commercial customers. The company reported 1997 sales of $2.4 billion. * * 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 latest Form 10-K report filed with the Securities and Exchange Commission on March 31, 1998. 8/98 Ball Media Contact: Scott McCarty 765/747-6175, smccarty@ball.com Ball Investor Contact: Doug Poling 765/747-6165, dpoling@ball.com http://www.ball.com -----END PRIVACY-ENHANCED MESSAGE-----