Form: 10-Q

Quarterly report pursuant to Section 13 or 15(d)

November 13, 1996

EXHIBIT 99.2

Published on November 13, 1996



EXHIBIT 99.2

Press Release announcing an agreement dated
November 8, 1996, between Ball Corporation
and Lam Soon (Hong Kong) Limited to acquire
Lam Soon's controlling interest in
M.C. Packaging (Hong Kong) Limited





FTB PACKAGING LIMITED
(incorporated in Hong Kong with limited liability)

M.C. PACKAGING (HONG KONG) LIMITED
(incorporated in Hong Kong with limited liability)

LAM SOON (HONG KONG) LIMITED
(incorporated in Hong Kong with limited liability)


JOINT ANNOUNCEMENT
CONDITIONAL ACQUISITION BY FTB PACKAGING LIMITED (the "Offeror")
OF A CONTROLLING INTEREST
IN M.C. PACKAGING (HONG KONG) LIMITED (the "Company")

and

POSSIBLE CASH OFFER BY
LEHMAN BROTHERS ASIA LIMITED
ON BEHALF OF THE OFFEROR
FOR ALL OF THE ISSUED SHARES IN THE COMPANY (OTHER THAN THOSE ALREADY
AGREED TO BE ACQUIRED BY THE OFFEROR AND PARTIES ACTING IN CONCERT WITH IT)


The respective boards of directors of the Offeror, the Company, and Lam Soon
(Hong Kong) Limited (the "Vendor") announce that on November 7, 1996, a
conditional sale and purchase agreement (the "Share Sale Agreement") was entered
into by the Offeror and the Vendor pursuant to which the Vendor agreed to sell
and the Offeror agreed to purchase (i) 5,805 shares of HK$1 each in the capital
of Fung Shun Investment Company Limited ("Fung Shun"), representing
approximately 58.05% of the issued share capital of Fung Shun (the "Fung Shun
Shares"), and (ii) 6,503,766 shares of HK$0.20 each in the capital of the
Company, representing approximately 0.97% of the issued share capital of the
Company (the "M.C.P. Shares"). Fung Shun owns 336,000,000 shares of HK$0.20 each
in the capital of the Company (representing approximately 50.23% of the issued
share capital of the Company). Such 336,000,000 shares in the Company are the
sole assets of Fung Shun. Fung Shun's outstanding liability is under HK$100,000.

As at the date hereof, the shareholding structure of the Company is as follows:

- --------------------------------------------------------------
(narrative description of chart included in the press release)

The Vendor (listed company) owns 58.05% of Fung Shun and 0.97% of The Company
(listed company)

Ng Fung Hong (Holdings) Ltd. owns 41.95% of Fung Shun and 4.42% of
The Company (listed company)

Fung Shun owns 50.23% of The Company (listed company)

Others including the public own 44.38% of The Company (listed company)
- --------------------------------------------------------------

After completion of the Share Sale Agreement ("Completion") in accordance with
its terms, the Offeror will control, directly and indirectly through Fung Shun,
approximately 51.20% of the voting rights of the Company, as detailed below.

SHAREHOLDING STRUCTURE OF THE COMPANY
IMMEDIATELY FOLLOWING COMPLETION

- --------------------------------------------------------------
(narrative description of chart included in the press release)

The Offeror owns 58.05% of Fung Shun and 0.97% of
The Company (listed company)

Ng Fung Hong (Holdings) Ltd. owns 41.95% of Fung Shun and 4.42% of
The Company (listed company)

Fung Shun owns 50.23% of The Company (listed company)

Others including the public own 44.38% of The Company (listed company)
- --------------------------------------------------------------


CONDITIONS OF THE SHARE SALE AGREEMENT

Completion of the Share Sale Agreement is conditional on the satisfaction of the
following conditions:

(A) If The Stock Exchange of Hong Kong Limited (the "Stock Exchange") so
requires, the shareholders of the Vendor (other than persons precluded
from voting in accordance with The Rules Governing the Listing of
Securities on the Stock Exchange (the "Listing Rules") or otherwise by
the Stock Exchange) having approved the transaction contemplated by the
Share Sale Agreement at an extraordinary general meeting to be convened,
as soon as reasonably practicable and in any event no later than
December 22, 1996 (details of which will be set out in a separate
announcement issued by the board of the Vendor today); and

(B) a waiver or rejection having been received by the Vendor from Ng Fung
Hong (Holdings) Limited ("NFH"), in terms reasonably satisfactory to the
Offeror in relation to NFH's right of first refusal to purchase the Fung
Shun Shares pursuant to the articles of association of Fung Shun, or the
period of 60 days having elapsed since receipt by NFH of a written offer
to sell the Fung Shun Shares pursuant to the articles of association of
Fung Shun, which written offer was sent to NFH today forthwith after the
execution of the Share Sale Agreement, without NFH having accepted such
offer.

If the conditions set out above are not satisfied on or before January 31, 1997,
either the Vendor or the Offeror shall have the right upon five business days
written notice to all other parties to the Share Sale Agreement to terminate it.

The Fung Shun Shares and the M.C.P. Shares (collectively, the "Sale Shares") are
to be acquired free from all liens, charges, encumbrances, equities and third
party rights, together with all rights attaching thereto, provided that the
Company may pay the interim dividend already declared by the Company which will
be paid in November 1996, and Fung Shun may then declare and pay pro-rata
dividends.

The total consideration for the Sale Shares is HK$564,344,944.80 representing an
offer price of HK$2.80 per M.C.P. Share in respect of 6,503,766 M.C.P. Shares
directly held by the Vendor and HK$94,080.00 per Fung Shun Share in respect of
5,805 Fung Shun Shares held by the Vendor.

Pursuant to the Share Sale Agreement, an amount equivalent to 10 percent of the
consideration for the Sale Shares (the "Retained Consideration") is to be
retained by the Offeror and will be subject to deductions in the event that the
Company or any of its subsidiaries is found to have any obsolete or unsaleable
stock as at Completion or in the event that certain accounts receivable existing
as at the date of Completion cannot be collected during the period of six to
nine months following Completion. The balance (if any) of the Retained
Consideration will be paid to the Vendor not later than one year after
Completion.

POSSIBLE CASH OFFER

In accordance with the requirements under the Hong Kong Code on Takeovers and
Mergers (the "Takeovers Code"), a possible cash offer (the "Offer"), subject to
Completion of the Share Sale Agreement, will be made by Lehman Brothers Asia
Limited on behalf of the Offeror, for all the shares in the Company (the
"Shares") (other than those agreed to be acquired, directly or indirectly, by
the Offeror and parties acting in concert with the Offeror during the Offer
period) ("Offer Shares"), on the following basis:--

For each Offer Share HK$2.80 in cash

The Offer values the whole of the issued share capital of the Company of
668,860,000 Shares at approximately HK$1,872,808,000. The Offer price of HK$2.80
per Offer Share is the result of arm's length negotiations between the Offeror
and the Vendor. Such price represents a premium of approximately 8.7% to the
closing market price of the Shares, HK$2.575, quoted on the Stock Exchange on
November 6, 1996. The Company does not have any outstanding warrants or
convertible securities. The Offer will not be extended to the options under the
Company's share option scheme as such options are not transferable.

All the Offer Shares will be acquired free from all claims, liens, charges,
equities and encumbrances and third party rights of any kind and together with
all rights attaching thereto after Completion.

Apart from (i) Mr. Lo Foo Cheung ("Mr. Lo"), managing director of the Offeror
who owns 500 Shares and (ii) Mr. Mak Yue Kay ("Mr. Mak"), a director of the
Offeror who owns 20,000 Shares, neither the Offeror nor any person acting in
concert with the Offeror presently owns any Shares or has dealt therein in the
six months preceding the date of this announcement. Mr. Lo acquired his 500
Shares in 1992 pursuant to a share exchange at the time of listing of the
Company on the Stock Exchange. Mr. Mak acquired his 20,0000 Shares in 1992 as
part of such listing of the Company at a price of HK$1.614 per Share.

The obligations of the Offeror to make the Offer will not arise unless and until
completion occurs, which is conditional upon the satisfaction of the conditions
described above, namely the shareholders of the Vendor having approved the
transaction contemplated by the Share Sale Agreement no later than December 22,
1996, and a waiver or rejection having been received by the Vendor from NFH in
relation to NFH's right of first refusal to purchase the Fung Shun Shares. The
Offeror also has the right to rescind the Share Sale Agreement in the event of a
material breach of the warranties contained in the Share Sale Agreement
("Warranties") prior to Completion. In the event of it being found prior to
Completion that any of the Warranties are untrue, misleading or incorrect in any
material respect or in the event of any matter or thing arising or becoming
known or being notified to the Offeror which is inconsistent in any material
respect with any of the Warranties or any other provision of the Share Sale
Agreement the Offeror shall not be bound to complete the purchase of the Sale
Shares and the Offeror may by notice to the Vendor rescind the Share Sale
Agreement. Under the Share Sale Agreement, "material" shall be interpreted to
mean any fact or occurrence of such significance or importance as would, if
known to a reasonable purchaser in the position of the Offeror and in the
circumstances of the transaction contemplated under the Share Sale Agreement,
deter him from proceeding to Completion in accordance with its terms.

Ad valorem stamp duty arising in connection with acceptances of the Offer will
be payable by those shareholders of the Company who accept the Offer and will be
deducted from the consideration payable on acceptance of the Offer.

Lehman Brothers Asia Limited is satisfied that sufficient financial resources
are available to the Offeror to enable it to satisfy acceptance of the Offer in
full.

The Company intends to apply to the Securities and Futures Commission for its
consent for the offer document to be posted to shareholders of the Company
within seven days of fulfillment or waiver of the last of the conditions of the
Share Sale Agreement in accordance with Rule 8.2 of the Takeovers Code.

INFORMATION REGARDING THE OFFEROR

The Offeror is a company incorporated in Hong Kong and is owned approximately 96
percent by Ball Corporation, a company incorporated under the laws of the State
of Indiana, U.S.A. and listed on the New York Stock Exchange, the Pacific Stock
Exchange, and the Midwest Stock Exchange. The balance of the issued capital in
the Offeror is beneficially owned by the management of the Offeror. The
principal activities of the Offeror are mainly the manufacture of two-piece
metal beverage cans. The principal activities of Ball Corporation are the
manufacture of two-piece metal beverage cans and other rigid metal and plastic
packaging for foods and beverages, and the provision of aerospace and other
technology products and services to government and commercial customers. No one
shareholder or group of shareholders controls Ball Corporation.

The major executive directors of the Offeror are Mr. Lo, Chairman and Chief
Executive Officer, and Mr. Mak, Vice President Operations. The major executive
directors of Ball Corporation include Mr. George A. Sissel, Chairman of the
Board, President and Chief Executive Officer; Mr. R. David Hoover, Executive
Vice President, Treasurer and Chief Financial Officer; and Mr. David B. Sheldon,
Executive Vice President, Packaging Operations. Mr. Sissel and Mr. Hoover also
serve on the board of directors of Ball Corporation. Mr. Hoover and Mr. Sheldon
also serve on the board of directors of the Offeror.

The Offeror is a private Hong Kong company with paid-up capital of
HK$480,000,000 divided into 480,000,000 shares of HK$1 each. Ball Corporation
reported annual sales of US$2,591.7 million for 1995 and total assets of
US$1,612.5 million as of December 31, 1995.

Several synergies could result from the ownership by the Offeror of the Company
including technology and technical management infusion, economies of scale in
the purchasing of raw materials and administrative efficiencies. As far as Ball
Corporation and/or the Offeror are concerned, they can distinguish themselves in
terms of customers and market segments with respect to the products produced by
the Company. Ball Corporation and the Offeror recognize that there is a possible
conflict of interest in the business of the Company and that of the Offeror.

The Offeror will undertake to ensure that the business of the Company does not
compete with the business of the Offeror by rationalizing their respective
business operations and customer bases. The directors of the Offeror also
undertake to ensure that the issue on conflict of interest will be resolved.

INFORMATION REGARDING THE COMPANY

The principal activities of the Company are the manufacture and sale of
two-piece aluminum cans, three-piece tin containers, plastic bottles, and
closures. It is also engaged in the provision of metal plate printing and
coating services as well as the trading of packaging products and related
equipment. According to the Company's interim report for the six months ended
June 30, 1996, the consolidated turnover of the Company for such period was
HK$840,642,000 and profit attributable to shareholders was HK$30,275,000.

The Offeror shall be entitled upon Completion to appoint new directors to the
Company to replace the directors of the Company nominated by the Vendor.

It is the Offeror's present intention that the Company shall carry on its
existing business after Completion. There is currently no plan for any injection
or disposal of any assets.

LISTING OF THE COMPANY

It is the intention of the Offeror to maintain the listing of the shares of the
Company (the "Shares" on the Stock Exchange. Accordingly, in the event that
following the close of the Offer less than 25 percent of the Company's issued
share capital is held by the public, the Offeror will undertake to take
appropriate steps to ensure that not less than 25 percent of the Shares will be
so held.

The Stock Exchange has stated that, in the event that less than 25 percent of
the Shares is in public hands following the close of the Offer, it will closely
monitor the trading in the Shares. If the Stock Exchange believes that a false
market exists or may exist in the Shares, or that there are insufficient shares
in public hands to maintain an orderly market, then it will give consideration
to exercising its discretion to suspend dealings in the Shares.

The Stock Exchange has also stated that, if the Shares continue to be listed on
the Stock Exchange, any acquisitions or disposals by the Company will be subject
to the provisions of the Listing Rules. Pursuant to the Listing Rules, the Stock
Exchange has the discretion to require the Company to issue a circular to the
shareholders where any acquisition or disposal by the Company is proposed,
irrespective of the size of each acquisition or disposal and in particular where
such acquisition or disposal represents a departure from the principal
activities of the Company. The Stock Exchange also has the power, pursuant to
the Listing Rules, to aggregate a series of acquisitions or disposals by the
Company and any such acquisitions or disposals may, in any event, result in the
Company being treated as a new applicant for listing and subject to the
requirements for new applicants as set out in the Listing Rules.

An independent financial adviser will be appointed to advise an independent
committee of the board of the Company and to advise the minority shareholders of
the Company in relation to the Offer in due course.


Trading of the Shares was suspended at 10:00 a.m. on November 7, 1996, and will
be resumed at 10:00 a.m. on November 8, 1996.

Shareholders and other investors who are contemplating dealing in the securities
of the Company are advised to exercise extreme caution.

By order of the Board
FTB Packaging Limited
Lo Foo Cheung
Chairman and Chief Executive Officer

By order of the Board
M.C. Packaging (Hong Kong) Limited
Mo Hin Wai
Company Secretary

By order of the Board
Lam Soon (Hong Kong) Limited
Ho King Cheung
Company Secretary

Hong Kong, November 7, 1996