8-K: Current report filing
Published on February 17, 2006
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
February 17,
2006
(Date
of
earliest event reported)
BALL
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Indiana
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1-7349
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35-0160610
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(State
of
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(Commission
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(IRS
Employer
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Incorporation)
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File
No.)
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Identification
No.)
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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)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
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□
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
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□
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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□
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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□
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Ball
Corporation
Current
Report on Form 8-K
Dated
February 17, 2006
Item
1.01. Entry Into a Material Definitive Agreement
On
February 14, 2006, Ball Corporation (the “Company”) and its wholly owned
subsidiary, Ball Aerosol and Specialty Container Corporation entered into
a
definitive agreement with U.S. Can Corporation (“U.S. Can”) and the
Securityholders of U.S. Can Corporation to acquire U.S. Can’s United States and
Argentinean operations. The purchase price is approximately 1.1 million
shares of the Company’s common stock and the repayment of $550 million of
U.S. Can’s debt. The proposed acquisition will be made pursuant to the
terms of an Agreement and Plan of Merger dated February 14, 2006, which is
attached hereto as Exhibit 1.1, among the Company, Ball Aerosol and
Specialty Container Corporation, U.S. Can, and the Securityholders of U.S.
Can.
The Company has agreed to purchase U.S. Can’s aerosol manufacturing business and
other manufacturing businesses that include paint cans, plastic containers
and
custom and specialty cans manufactured in ten plants in the United States
and
two aerosol manufacturing plants in Argentina. The transaction is expected
to
close by the end of the first quarter, subject to customary closing conditions.
The shareholders of U.S. Can will retain its European
businesses.
Item
9.01. Financial Statements and Exhibits
(c)
Exhibits.
The
following is furnished as an exhibit to this report:
Exhibit
1.1 Agreement
and Plan of Merger by and Among Ball Corporation, Ball Aerosol
and Specialty Container Corporation, U.S. Can Corporation and the
Securityholders of U.S. Can Corporation dated February 14,
2006
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: February 17,
2006
Ball
Corporation
Form
8-K
February 17,
2006
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EXHIBIT
INDEX
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Description
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Exhibit
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Agreement
and Plan of Merger by and Among Ball Corporation, Ball Aerosol
and
Specialty Container Corporation, U.S. Can Corporation and the
Securityholders of U.S. Can Corporation dated February 14,
2006
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1.1
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