8-K: Current report filing
Published on April 27, 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
April 26,
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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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
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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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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
April 27,
2006
Item 1.01.
Entry Into a Material Definitive Agreement
On
April 26, 2006, the Human Resources Committee (the “Committee”) of the
Board of Directors (the “Board”) of Ball Corporation (the “Company”) took the
following actions which were approved by the Board:
The
Committee approved the restated Ball Corporation 2005 Deferred Compensation
Plan (the “Plan”) that was effective January 1, 2005. The purpose of the
Plan is to continue to provide Participants (as defined below) with an
opportunity to defer receipt of a portion of their salary, bonus or other
specified cash compensation in compliance with Internal Revenue Code
Section 409A and take advantage of certain transition opportunities
presented in Notice 2005-1 and reaffirmed in the proposed regulations
published on October 4, 2005. "Participants" under the Plan shall be
eligible employees employed by the Company or its subsidiaries who can elect
to
defer compensation in accordance with the Plan, as well as Company Awards,
which
may be a match made by the Company from time to time to the account of a
Participant. The deferral of compensation may be invested by means of a
conversion of a dollar amount of deferred compensation and Company Awards
credited to Participants’ deferred compensation accounts. The conversion shall
occur as if shares or units of the designated investment were being purchased
or
sold (in the case of distribution) at the purchase price as of the close
of
business the day on which the deemed investment occurs. There is no real
or
beneficial ownership of any security pursuant to any investment option selected
by a Participant. Distributions may be made in accordance with the Plan,
at the
Participant’s election, either in a lump sum or equal annual installments from 2
to 15 years, or a combination thereof. The Plan shall be administered by
the
Deferred Compensation Committee of the Company which shall act as the Plan
Administrator. The Plan Administrator shall have discretionary authority
to
make, amend, interpret and enforce all appropriate rules and regulations
for the
administration of this Plan and benefits thereunder, resolve questions
concerning the Plan and its terms, including but not limited to, eligibility
for
benefits and claims filed with the Plan Administrator. The Ball Corporation
2005
Deferred Compensation Plan, as amended and restated, is attached hereto as
Exhibit 10.1 to this current report on Form 8-K.
The
Committee approved the restated Ball Corporation 2005 Deferred Compensation
Company Stock Plan (the “Plan”) that was effective January 1, 2005. The
purpose of the Plan is to continue to provide Participants (eligible employees
of the Company or its subsidiaries as well as directors of the Company) with
an
opportunity to defer receipt of a portion of their salary, bonus or other
specified cash compensation in compliance with Internal Revenue Code
Section 409A and take advantage of certain transition opportunities
presented in Notice 2005-1 and reaffirmed in the proposed regulations
published on October 4, 2005. Deferrals shall be made to Participants’
accounts and include Company Awards, any Company matching contributions,
return
on units, payments and such other transactions that may be required to properly
administer the Plan. The value of each deferred
compensation
account shall be based on the value of the Company’s common stock. The value of
such deferred compensation account shall be determined by multiplying the
number
of units by the value of one share of Company stock on the New York Stock
Exchange composite listing on the applicable payment date. The Plan shall
be
administered by the Deferred Compensation Committee of the Company which
shall
act as the Plan Administrator. The Plan Administrator shall have discretionary
authority to make, amend, interpret and enforce all appropriate rules and
regulations for the administration of this Plan and benefits thereafter,
resolve
questions concerning the Plan and its terms, including but not limited to,
eligibility for benefits and claims filed with the Plan Administrator.
Participants may elect distributions in accordance with the Plan either in
a
lump sum or in annual installments from 2 to 15 years, or a combination thereof.
The Ball Corporation 2005 Deferred Compensation Company Stock Plan, as amended
and restated, is attached hereto as Exhibit 10.2 to this current report on
Form 8-K.
The
Committee approved the restated Ball Corporation 2005 Deferred Compensation
Plan (the “Plan”) for Directors that was effective January 1, 2005. The
purpose of the Plan is to continue to provide Participants (non-management
directors of the Company) with an opportunity to defer receipt of a part
or all
the cash portion of their annual incentive retainers, fees and other cash
compensation in compliance with the Internal Revenue Code Section 409A and
to take advantage of certain transition opportunities presented in
Notice 2005-1 and reaffirmed in the proposed regulations published on
October 4, 2005. The deferral of compensation may be invested by means of a
conversion of a dollar amount of deferred compensation and Company Awards
credited to Participants’ deferred compensation accounts. The conversion shall
occur as if shares or units of the designated investment were being purchased
or
sold (in the case of distribution) at the purchase price as of the close
of
business the day on which the deemed investment occurs. There is no real
or
beneficial ownership of any security pursuant to any investment option selected
by a Participant. Participants may elect distributions in accordance with
the
Plan in either a lump sum or in annual installments from 2 to 15 years, or
combination thereof. The Plan shall be administered by the Deferred Compensation
Committee of the Company which shall act as the Plan Administrator. The Plan
Administrator shall have discretionary authority to make, amend, interpret
and
enforce all appropriate rules and regulations for the administration of this
Plan and benefits thereunder, resolve questions concerning the Plan and its
terms, including but not limited to, eligibility for benefits and claims
filed
with the Plan Administrator. The Ball Corporation 2005 Deferred Compensation
Plan for Directors, as amended and restated, is attached hereto as
Exhibit 10.3 to this current report on Form 8-K.
The
foregoing summary of some of the general provisions of the Ball Corporation
2005
Deferred Compensation Plan, the Ball Corporation 2005 Deferred Compensation
Company Stock Plan and the Ball Corporation Deferred Compensation Plan for
Directors does not purport to be complete and is qualified in its entirety
by
reference to each of the Plans, which are filed as Exhibits 10.1, 10.2 and
10.3 to this current report on Form 8-K.
Item 2.02.
Results of Operations and Financial Condition
On
April 27, 2006, Ball Corporation (the “Company”) issued a press release
announcing its first quarter earnings for 2006, which results are set forth
in
the press release dated April 27, 2006, and attached hereto as
Exhibit 99.
Earnings
information regarding the first quarter for 2006, as well as information
regarding the use of non-GAAP financial measures, are set forth in the attached
press release.
The
information in this Report shall not be deemed to be “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended, (the
“Exchange Act”) or otherwise subject to the liability of that section, and shall
not be deemed incorporated by reference in any filing under the Securities
Act
of 1933, as amended, or the Exchange Act, except as shall be expressly set
forth
by specific reference in such filing.
Item 9.01.
Financial Statements and Exhibits
(d)
Exhibits.
The
following are furnished as exhibits to this report:
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Exhibit
10.1
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Ball
Corporation 2005 Deferred Compensation Plan
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Exhibit
10.2
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Ball
Corporation 2005 Deferred Compensation Company Stock
Plan
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Exhibit
10.3
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Ball
Corporation 2005 Deferred Compensation Plan for
Directors
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Exhibit
99
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Ball
Corporation Press Release dated April 27,
2006.
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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: Executive
Vice President and Chief
Financial Officer
Date:
April 27,
2006
Ball
Corporation
Form
8-K
April 27,
2006
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EXHIBIT
INDEX
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Description
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Exhibit
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Ball
Corporation 2005 Deferred Compensation Plan
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10.1
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Ball
Corporation 2005 Deferred Compensation Company Stock Plan
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10.2
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Ball
Corporation 2005 Deferred Compensation Plan for Directors
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10.3
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Press
Release dated April 27, 2006
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99
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