8-K: Current report filing
Published on September 29, 1995
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
Date of Report (Date of earliest event reported) September 15, 1995
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BALL CORPORATION
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(Exact name of registrant as specified in its charter)
Indiana
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(State or other jurisdiction of incorporation)
1-7349 35-0160610
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(Commission File Number) (IRS Employer Identification No.)
345 South High Street, Muncie, IN 47307-0407
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Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (317) 747-6100
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BALL CORPORATION
FORM 8-K
Dated September 29, 1995
Item 2. Acquisition or Disposition of Assets.
On September 15, 1995, Ball Glass Container Corporation, a Delaware corporation
("Ball Glass") and wholly-owned subsidiary of Ball Corporation, an Indiana
corporation ("Ball"), sold substantially all of its assets (representing Ball's
glass food and beverage container manufacturing business) to Ball-Foster Glass
Container Corporation, a Delaware limited liability company ("Ball-Foster") for
an aggregate purchase price of approximately $320 million in cash, subject to
adjustment in certain circumstances. Ball-Foster is a newly formed Delaware
limited liability company. Ball indirectly owns 42 percent of the interests of
Ball-Foster while 58 percent of the ownership interests of Ball-Foster are
owned, indirectly, by Company de Saint-Gobain, a French corporation
("Saint-Gobain"). The assets of Ball Glass were acquired by Ball-Foster pursuant
to an Asset Purchase Agreement dated as of June 26, 1995, among Ball-Foster,
Ball Glass and Ball (the "Ball Glass Purchase Agreement"). For a complete
description of the terms of the Ball Glass Purchase Agreement, reference is made
to such agreement, which is filed herewith as Exhibit 2.1 and incorporated
herein by reference. Concurrently with the disposition of the assets of Ball
Glass, Ball Glass contributed $180.6 million to Ball-Foster in respect of its
ownership interest in Ball-Foster.
Concurrently with the above-described transactions, Ball-Foster acquired
substantially all of the assets of the Foster Forbes glass division ("Foster
Forbes") of American National Can Company, a subsidiary of Pechiney, S.A., a
French corporation, for an aggregate purchase price of $680 million in cash,
subject to adjustment in certain circumstances.
In connection with the formation of Ball-Foster, indirect subsidiaries of Ball
and Saint-Gobain entered into a Limited Liability Company Agreement, dated as of
June 26, 1995 (the "LLC Agreement"). The LLC Agreement provides, among other
things, for the governance and management of Ball-Foster, distributions to
members and funding of capital requirements in certain circumstances,
restrictions on transfer and rights of first refusal with respect to certain
transfers of members' interests, certain put and call rights with respect to
Ball's interest in Ball-Foster and certain registration rights under Federal and
state securities laws with respect to Ball's interest in Ball-Foster. For a
complete description of the terms of the LLC Agreement, reference is made to
such agreement, which is filed herewith as Exhibit 2.2 and incorporated herein
by reference.
Financing for the acquisitions of the assets of Ball Glass and Foster Forbes by
Ball-Foster was provided through capital contributions of Ball and Saint-Gobain
of $180.6 million and $249.4 million, respectively, and through a $400 million
term loan facility and a $245 million revolving credit facility provided to
Ball-Foster by Saint-Gobain. The assets acquired by Ball-Foster had been used by
Foster Forbes and Ball Glass in the business of manufacturing glass food and
beverage containers and are expected to continue to be used in such business
after the closing of the acquisitions described above.
Ball estimates that it will incur a charge of up to $75 million after tax (up to
$2.50 per share) in the third quarter of 1995 in connection with the sale of the
assets of Ball Glass. The actual amount of the charge may vary depending on the
resolution of certain post-closing adjustments and other matters relating to the
transaction.
Item 7. Financial Statements and Exhibits.
(a) Financial statements of businesses acquired.
It is impracticable at this time to provide the audited historical
financial statements of Ball Glass Container Corporation and the
Foster-Forbes glass operations of American National Can as required by
this Item 7(a). In accordance with Item 7(a)(4) of Form 8-K, audited
financial statements for the fiscal years ending December 31, 1993 and
1994 and unaudited interim financial statements will be filed by
amendment to this Form 8-K as soon as practicable but no later than
November 30, 1995.
(b) Pro forma financial information.
It is impracticable at this time to provide the pro forma financial
information required by this Item 7(b). In accordance with Item 7(b) of
Form 8-K, pro forma financial information will be filed by amendment to
this Form 8-K as soon as practicable but no later than November 30,
1995.
(c) Exhibits.
2.1 Asset Purchase Agreement dated June 26, 1995 among Foster
Ball, L.L.C, Ball Glass Container Corporation and Ball
Corporation.
2.2 Foster Ball, L.L.C. Amended and Restated Limited Liability
Company Agreement dated June 26, 1995 among Saint-Gobain
Holdings I Corp., BG Holdings I, Inc. and BG Holdings II, Inc.
99.1 Press Release dated September 18, 1995 issued by Ball
Corporation.
See Exhibit Index.
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 thereunto duly authorized.
BALL CORPORATION
(Registrant)
By: /s/ R. David Hoover
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R. David Hoover
Executive Vice President and
Chief Financial Officer
Date: September 27, 1995
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BALL CORPORATION
FORM 8-K
Dated September 29, 1995
EXHIBIT INDEX
Exhibit Description
EX-2.1 Asset Purchase Agreement dated June 26,1995 among Foster Ball,
L.L.C., Ball Glass Container Corporation and Ball Corporation.
Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Commission upon request.
EX-2.2 Foster Ball, L.L.C. Amended and Restated Limited Liability
Company Agreement dated June 26, 1995 among Saint-Gobain
Holdings I Corp., BG Holdings I, Inc. and BG Holdings II, Inc.
Registrant agrees to furnish supplementally a copy of any
omitted schedule to the Commission upon request.
EX-99.1 Press Release dated September 18, 1995 issued by Ball
Corporation.