-----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, MNg0tslZssw001ncJzlUHdpfQcJ7aaRzOM7Xpry7sGLd/KJRRYzrruU8lrIwpR68 jErcvCSnorNH6DTSqOStzQ== 0000009389-02-000029.txt : 20020904 0000009389-02-000029.hdr.sgml : 20020904 20020904172706 ACCESSION NUMBER: 0000009389-02-000029 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20020904 ITEM INFORMATION: Other events FILED AS OF DATE: 20020904 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: 02756864 BUSINESS ADDRESS: STREET 1: 10 LONGS PEAK DRIVE CITY: BROOMFIELD STATE: CO ZIP: 80021-2510 BUSINESS PHONE: 3034695511 MAIL ADDRESS: STREET 1: PO BOX 5000 CITY: BROOMFIELD STATE: CO ZIP: 80038-5000 FORMER COMPANY: FORMER CONFORMED NAME: BALL BROTHERS CO DATE OF NAME CHANGE: 19731115 8-K 1 f8k_6th2002.htm FORM 8-K 6TH 2002 Ball Corporation 6th 8-K 2002
                                                   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

                                                 September 4, 2002
                                         (Date of earliest event reported)

                                           Commission file number 1-7349

                                                 BALL CORPORATION
                              (Exact name of Registrant as specified in its charter)

                             Indiana                    1-7349               35-0160610
                            (State of                (Commission            (IRS Employer
                         Incorporation)               File No.)          Identification No.)

                           10 Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
                           (Address of principal executive offices, including ZIP code)

                                                  (303) 469-3131
                               (Registrant's telephone number, including area code)

                                                  Not Applicable
                           (Former name or former address, if changed since last report)


                                                 Ball Corporation
                                            Current Report on Form 8-K
                                              Dated September 4, 2002

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

The following is furnished as an Exhibit to this report.

Exhibit 99.1      Webcast (Power Point) presentation from the telephone conference call held by Ball Corporation
                  on Friday, August 30, 2002.

                  [The information furnished in the Exhibit 99.1 relates to the transcript of the teleconference held by Ball
                   Corporation on August 30, 2002, which was furnished to the SEC by Ball Corporation pursuant to Form 8-K on
                   September 3, 2002.]

Item 9.  Regulation FD Disclosure

A copy of the Webcast (Power Point) presentation utilized in the telephone conference call held by Ball
Corporation on Friday, August 30, 2002, dealing with the announcement on August 29, 2002, that Ball Corporation,
an Indiana corporation, entered into an agreement with Schmalbach-Lubeca Holding GmbH and AV Packaging GmbH to
acquire Schmalbach-Lubeca AG, the second largest beverage can manufacturer in Europe, is filed herewith as
Exhibit 99.1

Limitation of Incorporation by Reference

In accordance with general instruction B.2 of Form 8-K, the information in this report is furnished pursuant to
Item 9 and shall not be deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act of 1934,
or otherwise subject to the liability of that section.

                                                     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 hereunto duly authorized.

                                                     BALL CORPORATION
                                                     (Registrant)


                                                     By:      /s/ Raymond J. Seabrook   
                                                              Name:   Raymond J. Seabrook
                                                              Title:  Senior Vice President and Chief Financial Officer


Date:    September 4, 2002


                                         Ball Corporation and Subsidiaries
                                                     Form 8-K
                                                 September 4, 2002


                                EXHIBIT INDEX
                                 Description                                                       Exhibit

Webcast (Power Point) presentation from the telephone conference call held                            99.1
by Ball Corporation on Friday, August 30, 2002.

[The information furnished in the Exhibit 99.1 relates to the transcript
 of the teleconference held by Ball Corporation on August 30, 2002,
 which was furnished to the SEC by Ball Corporation pursuant to Form 8-K on
 September 3, 2002.]


EX-99 4 ex99-1_f8k6th2002.htm WEBCAST PRESENTATION Ball Corporation 6th 8-K 2002, Exhibit 99.1
Exhibit 99.1

The information in this Exhibit 99.1 is furnished pursuant to Item 9 and shall not be deemed to be "filed" for
purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to the liability of that section.



                                                          Ball Corporation's
                                                  Acquisition of Schmalbach-Lubeca AG
                                                         Web Cast Presentation
                                                            August 30, 2002

                                                              [Ball Logo]
[Slide 1]

                                                      Forward-Looking Statements

The information in this presentation contains "forward-looking" statements. Actual results or outcomes may differ materially from
those expressed or implied. As time passes, the relevance and accuracy of forward-looking statements contained in this presentation
may change. The Company currently does not intend to update any particular forward-looking statement except as it deems necessary at
quarterly or annual release of earnings. Please refer to the Form 10-Q filed by Ball Corporation on August 14, 2002, and yesterday's
news release, for a summary of key risk factors that could affect actual results or outcomes.

[Ball Logo]
[Slide 2]

                                                         Transaction Overview

o        Acquisition of the beverage can business of Schmalbach-Lubeca for approximately(euro)900 million in cash and assumption of
         approximately(euro)16 million of net debt (subject to working capital and other post-closing adjustments)
         -  Acquisition of the stock of Schmalbach-Lubeca AG from AV Packaging GmbH
         -  10 beverage can and 2 beverage end facilities with 2002 estimated sales of approximately 12 billion units
o        Closing is subject to customary conditions, and is expected in late 2002 or early 2003
o        Transaction exceeds our cost of capital out of the blocks and should be at least 15% earnings accretive the first full year

[Ball Logo]
[Slide 3]

                                                          Strategic Rationale

o        Attractively priced acquisition in our core business
o        Strong #2 position in growing and stable European can market
o        Immediately accretive to earnings and cash flow
o        Creates geographically balanced business portfolio
o        Significant opportunity to leverage best practices
         -  manufacturing (aluminum and steel)
         -  research and development
         -  purchasing
         -  management

[Ball Logo]
[Slide 4]

                                                    European Beverage Can Industry

S-L               Rexam             Can-Pack         CCK               Others
31%               39%               5%               19%               6%

38 Billion Units

Source:  Beverage Can Makers Europe

[Ball Logo]
[Slide 5]

                                                    European Beverage Can Shipments

in billions

1990       1991       1992       1993       1994       1995       1996       1997       1998       1999       2000       2001
21.7       23.8       24.7       25.4       29.2       32.3       31.9       32.9       33.0       33.8       35.4       38.0
+14%       +10%        +4%        +3%       +15%       +11%        -1%        +3%         0%        +3%        +5%        +7%

Source:  Beverage Can Makers Europe

[Ball Logo]
[Slide 6]

                                               European Beverage Can Industry by Segment

2002 Industry Mix
Soft Drinks                Beer
    51%                     49%

2002 Schmalbach-Lubeca Mix
Soft Drinks                Beer
    45%                     55%

1999-2002E Industry CAGR
Soft Drinks                     2.5%
Beer                            7.6%
Total                           4.9%

1999-2002E S-L CAGR
Soft Drinks                    10.9%
Beer                           11.2%
Total                          11.0%

Source:  Management Estimates

[Ball Logo]
[Slide 7]

                                                      European Beverage Industry
                                                           by Packaging Type

                                               Total Beverage Market by Packaging Volume

                                    1999             2000              2001             2002

PET                                  20%              22%               24%              25%

Cans                                 24%              24%               25%              25%

Glass                                44%              43%               41%              40%

Cartons                               9%               9%                8%               8%

Other                                 3%               2%                2%               2%

Total Beverage Market               100%             100%              100%             100%

Source:  Management Estimates

[Ball Logo]
[Slide 8]

                                                          Schmalbach-Lubeca
                                                          Revenues by Region

Great Britain              France / Holland              Germany              Poland
     25%                         33%                       32%                  10%

[Ball Logo]
[Slide 9]

                                                           Schmalbach-Lubeca
                                                         Quality Customer Base

[BRITVIC soft drinks logo]
[Carlsberg logo]
[Coca-Cola logo]
[Coors Brewers Ltd. Logo]
[Heineken logo]
[Interbrew logo]
[SAB logo]

These logos may be registered trademarks of their respective owners.

[Ball Logo]
[Slide 10]

                                                       World-Class Organization

o        Experienced and successful management team
o        Excellent asset base
o        Highly skilled workforce
o        Strong research and development

[Ball Logo]
[Slide 11]

                                                     Schmalbach-Lubeca Facilities

                                                     [Map of European Facilities]

[Can Producing Plant -
France:  Dunkerque, La Ciotat
Germany:  Hassloch, Hermsdorf, Oss, Weissenthurm
Great Britain:  Rugby, Runcorn, Wrexham
Poland:  Radomsko]

[End Producing Plant:  Deeside, Great Britain; Braunschweig, Germany]

[Technical Center:  Bonn, Germany]

[Headquarters:  Ratingen, Germany]

[Ball Logo]
[Slide 12]

                                                         Due Diligence Review

o        Exploratory discussions have occurred periodically over the past several years
o        Significant discussions and due diligence completed in past 4 to 5 months
         -  Sales and marketing
         -  Manufacturing operations
         -  Tax
         -  Finance and accounting
         -  Environmental
         -  Legal
         -  Human resources

[Ball Logo]
[Slide 13]

                                                         Transaction Multiples

                     2002E
Price/Sales          0.85x
Price/EBITDA         5.2x
Price/EBITA          7.7x

[Ball Logo]
[Slide 14]
                                                           Schmalbach-Lubeca
                                                           Beverage Business

Revenue (millions)
         2000            2001          2002E
         €869            €953         €1,093

EBITA (millions)
         2000            2001          2002E
          €94            €102           €126

Source:  Schmalbach-Lubeca financials under International Accounting Standards

[Ball Logo]
[Slide 15]

                                                           Schmalbach-Lubeca
                                                           Beverage Business

CAPEX (millions)
         2000           2001         2002E
          €60            €65           €44

Depreciation (ex-goodwill) (millions)
         2000           2001         2002E
          €52            €54           €55

Source:  Schmalbach-Lubeca financials under International Accounting Standards

[Ball Logo]
[Slide 16]

                                                           Financial Impact

o        Transaction should be at least 15% accretive in first full year
o        Ball to refinance existing bank debt
o        Existing public bonds to remain in place
o        Leverage will be within acceptable limits
         -  Less relative leverage than Reynolds transaction (3.0x Debt/EBITDA versus 4.4x at time of Reynolds)
         -  Expect to maintain current credit rating with both agencies

[Ball Logo]
[Slide 17]

                                                            Near-Term Focus

o        Successful integration of Schmalbach-Lubeca while not losing momentum in existing businesses
o        Commitment to debt reduction
o        Maximize earnings, cash flow and return on investment

[Ball Logo]
[Slide 18]

-----END PRIVACY-ENHANCED MESSAGE-----