8-K: Current report filing
Published on July 19, 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
July
15, 2006
(Date
of
earliest event reported)
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)
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):
|
□
|
Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|
|
□
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|
|
□
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
|
|
□
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
|
Ball
Corporation
Current
Report on Form 8-K
Dated
July 19,
2006
Item 1.01.
Entry Into a Material Definitive Agreement
Item 8.01.
Other Events
On
June 16, 2006, the Board of Directors (the “Board”) of Ball Corporation
(the “Company”) approved the following actions. All of the actions approved by
the Board were authorized to be implemented in the discretion of the officers
of
the Company at such time during July 2006 as the officers of the Company may
determine and, if and when so implemented by said officers, deemed for
accounting purposes to have been implemented during the Company’s second fiscal
quarter of 2006. On July 15, 2006, pursuant to the authority granted by the
Board, the Company advised the Company’s employees of various changes to certain
Company pension plans, as described below.
The
Company has established and maintains the Ball Corporation Pension Plan As
It
Applies To Certain Salaried Employees of Ball Aerospace & Technologies Corp.
and the Ball Corporation Pension Plan for Salaried Employees of the
participating employers (collectively, the “Plans”). The Board approved
certain amendments to the Plans, which are summarized below:
Amendment
of the “Normal Retirement Pension” in Section 5.1 of each of the Plans,
effective January 1, 2007. The amendment provides that a Member who becomes
eligible for a Normal Retirement Pension shall be entitled to an Accrued Pension
Benefit payable as of his or her Normal Retirement Date equal to the sum of:
(1)
his or her Accrued Pension Benefit as of December 31, 2006, determined under
the
provisions of the Plan then in effect; and (2) a monthly benefit determined
to
be the actuarial equivalent annuity value of a lump sum amount payable as of
the
Member’s Normal Retirement Date equal to the sum of the following amounts
computed separately for each Plan Year (the “calendar year”):
● 11.5%
of
the Member’s Salary (as such term is defined in the Plan) for each calendar year
beginning January 1, 2007, for which the Member has less than eleven (11)
years of Benefit Service, determined as of the last day of the prior calendar
year, plus
● 13.0%
of
the Member’s Salary for each calendar year beginning January 1, 2007, for
which the Member has eleven (11) or more years but less than twenty-one (21)
years of Benefit Service, determined as of the last day of the prior calendar
year, plus
● 15.0%
of
the Member’s Salary for each calendar year beginning January 1, 2007, for which
the Member has twenty-one (21) or more years of Benefit Service, determined
as
of the last day of the prior calendar year, plus
● 5.0%
of
the Member’s Salary in excess of 50% of the Social Security Wage Base for each
calendar year beginning January 1, 2007;
provided
that, such lump sum amount shall be subject to the limitations of Section 415
of
the Internal Revenue Code of 1986, as amended (the “Code”).
The
Board
also approved amending the Plans effective January 1, 2007, to add a total
lump-sum distribution as an option under Section 6.3 - “Optional Forms of
Pension Payments” - of each of the Plans, provided that the lump sum option
shall not be available to Members who terminate employment prior to
January 1, 2007.
The
Board
further approved amending the Plans effective January 1, 2007, to provide
that if payment of the lump sum amount earned from and after January 1,
2007 occurs prior to age sixty-five (65), the lump sum value as of age
sixty-five (65) shall be reduced by five percent (5%) per year compounded
annually for each year prior to age sixty-five (65) that such distribution
is
made.
The
Board
approved amending the Plans, effective January 1, 2007, to provide that the
actuarial equivalent annuity value of the lump sum amount earned from and after
January 1, 2007 shall be determined based on the lump sum value as of the
annuity starting date; provided that, if the annuity starting date is prior
to
age sixty-five (65), the lump sum value as of age sixty-five (65) shall be
reduced by five percent (5%) per year compounded annually for each year prior
to
age sixty-five (65) that the annuity begins.
The
Board
also approved amending the Plans to provide that a Member’s Accrued Pension
Benefit shall not be less than the Member’s Accrued Pension Benefit as of
December 31, 2006, and that rights and features of the Plans, with respect
to
the Member’s Accrued Pension Benefit as of December 31, 2006, shall be
protected.
The
Company has also established and maintains the Ball Corporation Salary
Conversion and Employee Stock Ownership Plan (the “401(k) Plan”). The Board has
approved the following amendment to the 401(k) Plan.
The
Board
approved the amendment, effective January 1, 2007, of Section 3.2(a) of the
401(k) Plan - “Matching Contributions” - only with respect to the non-Ball
Aerospace & Technologies Corp. Salaried Employees who are covered by
Supplement 1 and the Employees of Ball Aerospace & Technologies Corp. who
are covered by Supplement 2 (collectively, the “Affected Employees”) to provide
that, effective January 1, 2007, the Company shall make a Matching
Contribution each payroll period on behalf of each Affected Employee who is
an
Active Member in an amount equal to the sum of (1) one hundred percent (100%)
of
such Active Member’s Salary Conversion Contributions each payroll period up to
three percent (3%) of his 401(k) Eligible Earnings and (2) fifty percent (50%)
of such Active Member’s Salary Conversion Contributions each payroll period
between percentages that exceed three percent (3%) of his 401(k) Eligible
Earnings but do not exceed five percent (5%) of his 401(k) Eligible
Earnings.
The
specifics of the changes summarized above are set out in the formal amendments
to each of the Plans.
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:
July
19,
2006