8-K: Current report filing
Published on January 24, 2008
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
January
22,
2008
(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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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
January 24, 2008
Item
2.02 Results of Operations and Financial Condition.
On
January 24, 2008, Ball Corporation (the “Company”) issued a press release
announcing its fourth quarter and full year earnings for 2007, which results
are
set forth in the press release dated January 24, 2008, and attached hereto
as
Exhibit 99.1.
Earnings
information regarding the fourth quarter and full year 2007, 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
3.03 Material Modifications to Rights of Security Holders.
On
January 23, 2008, the Company and its rights agent, Computershare Investor
Services, LLC, entered into an amendment to the Rights Agreement dated July
26,
2006 (the “Rights Agreement”) in order to address minor issues with the
technical application of the Rights Agreement which may have previously
constrained the ability of certain passive investors to acquire additional
Company common stock where such an investor became a holder of 10% or more
of
the Company’s outstanding common stock, either inadvertently or due to the
Company’s stock repurchases.
The
amendment permits certain passive investors who do not state an intention (or
reserve the right) to control or influence the Company’s management or policies
to continue to acquire up to 15% of the Company’s common stock in any of the
specific circumstances outlined in the amendment.
The
amendment to the Rights Agreement is attached hereto as Exhibit 4.
Item 5.02. Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers.
On
January 22, 2008, the Board of Directors elected Robert W. Alspaugh as a
Director of the Company. Mr. Alspaugh will serve on the Board of
Directors and stand for re-election at the 2008 annual meeting of
shareholders.
Also
on
January 22, 2008,
the Board of Directors elected John A. Hayes executive vice president and chief
operating officer of the Company. The Board also named John R.
Friedery president, metal beverage packaging, Americas and Asia, and Michael
D.
Herdman president, Ball Packaging Europe and Mr. Friedery ceased to be chief
operating officer of the Company’s Americas
packaging businesses.
A copy of the
press
release is attached hereto as Exhibit 99.2.
Item
5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
On
January 22, 2008, the Board of Directors of the Company amended the Bylaws
to
increase the Board of Directors from ten to eleven, by increasing to four the
number of director positions in Class III. Exhibit 3(ii) attached
hereto provides the text of the amendment.
Item
9.01. Financial Statements and Exhibits.
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Exhibits
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The
following are furnished as exhibits to this report:
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Exhibit
3(ii)
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Article 3,
Section A of the Amended Bylaws.
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Exhibit
4
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First
Amendment to Rights Plan.
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Exhibit
99.1
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Ball
Corporation Press Release dated January 24, 2008.
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Exhibit
99.2
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Ball
Corporation Press Release dated January 23,
2008.
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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:
January 24, 2008
Ball
Corporation
Form
8-K
January
24, 2008
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EXHIBIT
INDEX
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Description
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Exhibit
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Article 3,
Section A of the Amended Bylaws
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3(ii)
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First
Amendment to Rights Plan
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4
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Ball
Corporation Press Release dated January 24, 2008
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99.1
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Ball
Corporation Press Release dated January 23, 2008
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99.2
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