DEF 14A: Definitive proxy statements
Published on March 18, 1996
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
BALL CORPORATION
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(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), 14a-6(i)(2) or
Item 22(a)(2) of Schedule 14A.
/ / $500 per each party to the controversy pursuant to Exchange Act Rule
14a-6(i)(3).
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4)
and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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5) Total fee paid:
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/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
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BALL CORPORATION
345 SOUTH HIGH STREET, MUNCIE, INDIANA 47305
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 24, 1996
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The Annual Meeting of Shareholders of Ball Corporation will be held at the
Horizon Convention Center, 401 South High Street, Muncie, Indiana, on Wednesday,
April 24, 1996, at 9:00 a.m. (EST) for the following purposes:
1. To elect three directors for three-year terms expiring at the Annual
Meeting of Shareholders to be held in 1999;
2. To ratify the appointment of the firm of Price Waterhouse as independent
public accountants for 1996;
3. To transact any other business as properly may come before the meeting.
Only holders of Common Stock of record at the close of business March 1,
1996, are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
A Proxy Statement appears on the following pages. A copy of the Annual
Report for 1995 is being mailed to you with this Notice of Annual Meeting of
Shareholders and Proxy Statement.
By Order of the Board of Directors
Elizabeth A. Overmyer
CORPORATE SECRETARY
March 18, 1996
Muncie, Indiana
YOUR VOTE IS IMPORTANT.
YOU ARE URGED TO DATE, SIGN AND RETURN PROMPTLY YOUR PROXY IN THE ENCLOSED
ENVELOPE.
__________________________
IT WILL HELP US IN PLANNING THE ANNUAL MEETING IF YOU WILL FILL OUT AND MAIL
THE ENCLOSED CARD IF YOU PLAN TO ATTEND. CHECK-IN BEGINS AT 8:00 A.M., AND THE
MEETING WILL START PROMPTLY AT 9:00 A.M.
BALL CORPORATION
345 SOUTH HIGH STREET, MUNCIE, INDIANA 47305
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PROXY STATEMENT
MARCH 18, 1996
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 24, 1996
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To Shareholders of Ball Corporation:
This Proxy Statement and the accompanying proxy card are furnished to
shareholders in connection with the solicitation by the Board of Directors of
Ball Corporation of proxies to be voted at the Annual Meeting of Shareholders to
be held April 24, 1996, for the purposes stated in the accompanying notice of
the meeting.
A shareholder of the Corporation who has executed and returned a proxy may
revoke it at any time before it is voted, but only by executing and returning to
the Corporate Secretary at 345 South High Street, Muncie, IN 47305, a proxy
bearing a later date, by giving written notice of revocation to the Corporate
Secretary, or by attending the meeting and voting in person. Attendance at the
meeting does not, by itself, revoke a proxy.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
At the close of business on March 1, 1996, there were outstanding and
entitled to vote 30,179,074 shares of Common Stock (including the associated
preferred stock purchase rights under the Rights Agreement dated as of July 22,
1986, between the Corporation and The First National Bank of Chicago, for which
a replacement Shareholder Rights Plan was adopted by the Board of Directors on
January 24, 1996, to become effective upon the expiration of the existing Plan.)
Each share of Common Stock is entitled to one vote. Shareholders do not have
cumulative voting rights with respect to the election of directors. The
Corporation-related descendants of the five founding Ball brothers, the
Corporation's directors, and its officers and employees (active and retired)
currently own approximately 24 percent of the outstanding Common Stock of Ball
Corporation, which represents approximately 22 percent of the total share vote.
Voting Preferred Stock issued pursuant to the Corporation's Employee Stock
Ownership Plan, adopted in May 1989, totals approximately 7 percent additional
share votes. This results in a total holding by Corporation-related interests of
approximately 29 percent of the total share vote.
Based on Schedule 13G filings received to date, the following table
indicates the only beneficial owners of more than 5 percent of the Corporation's
outstanding Common Stock:
1
The following table lists the beneficial ownership, as of the close of
business on March 1, 1996, of Common Stock of the Corporation, of director
nominees, continuing directors, the Chief Executive Officer and the four other
most highly compensated executive officers and, as a group, of such persons and
other executive officers. Unless otherwise noted, the beneficial owner has sole
voting and investment power.
(Footnotes)
1. Full voting and dispositive power, unless otherwise noted.
2. Includes 249,348 shares held in trust for another family member for which
Mr. Bracken, as co-trustee, has sole voting and shared investment power, and
6,220 shares owned by his wife, as to which he disclaims beneficial
ownership.
3. Includes 5,683 shares owned by Mr. Emerson's wife, as to which he disclaims
beneficial ownership, and 26,089 shares which he may acquire during the next
60 days upon the exercise of stock options.
4. Includes 13,500 shares owned by Mr. Hicks' wife, as to which he disclaims
beneficial ownership, and 40,093 shares which he may acquire during the next
60 days upon the exercise of stock options.
5. Includes 609 shares held by Mr. Hoover's wife as custodian for their son, as
to which he disclaims beneficial ownership, and 30,756 shares which he may
acquire during the next 60 days upon the exercise of stock options.
6. Includes 30,000 shares held in family trusts for which Mr. McFadden, as
co-trustee, has shared voting and investment power, and 37,000 shares owned
by his wife, as to which he disclaims beneficial ownership.
7. Includes 5,000 shares owned by Mr. Sheldon's wife, as to which he disclaims
beneficial ownership, and 34,258 shares which he may acquire during the next
60 days upon the exercise of stock options.
8. Includes 10,000 shares owned by Mr. Sissel's wife, as to which he disclaims
beneficial ownership, and 50,428 shares which he may acquire during the next
60 days upon the exercise of stock options.
ELECTION OF DIRECTORS
At their 1985 Annual Meeting, the shareholders adopted the Amended Articles
of Incorporation of Ball Corporation, dividing the Board into three classes, as
nearly equal in number as possible, with directors serving staggered three-year
terms. On April 24, 1996, three persons are to be elected to serve as directors
until 1999, or, in each case until his respective successor is elected and
qualified. Unless otherwise instructed on the proxy card, the persons named in
the accompanying proxy intend to vote for nominees George McFadden, W. Thomas
Stephens and William P. Stiritz to hold office as directors of the Corporation
until the 1999 Annual Meeting of Shareholders, or, in each case until his
respective successor is elected and qualified. All nominees have consented to be
named as candidates in the Proxy Statement and have agreed to serve if elected.
If, for any reason, any of the nominees becomes unavailable for election, the
shares represented by proxies will be voted for any substitute nominee or
nominees designated by the Board of Directors. The Board has no reason to
believe that any of the nominees will be unable to serve.
Alvin Owsley, who has served as a director since 1967 and as Chairman of the
Board since 1991, has reached the retirement age of 70 for directors and is,
therefore, ineligible to stand for reelection at the 1996 Annual Meeting. The
Corporation wishes to express its appreciation to Mr. Owsley for his effective
service and leadership and his significant contributions to the Corporation and
its shareholders during his tenure as a director.
All directors in Classes I and III, whose terms have not expired, and W.
Thomas Stephens and William P. Stiritz, two of the director nominees for Class
II, were previously elected by the shareholders. The other nominee for Class II,
George McFadden, General Partner, McFadden Brothers, has not been elected by the
shareholders. Mr. McFadden was nominated as a director in Class II to stand for
election by the shareholders on April 24, 1996.
2
In accordance with Indiana Business Corporation Law, directors are elected
by a plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present. Abstentions and broker non-votes are
considered neither votes "for" nor "against." Proxies may not be voted for a
greater number of persons than the three nominees named.
Set forth for each director nominee in Class II and for each continuing
director in Classes I and III are his principal occupation and employment during
the past five years, the period during which he has served as a director and
certain other information.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
TO BE ELECTED FOR A TERM OF THREE YEARS UNTIL THE 1999 ANNUAL MEETING (CLASS II)
3
TO CONTINUE IN OFFICE UNTIL THE 1997 ANNUAL MEETING (CLASS III)
4
TO CONTINUE IN OFFICE UNTIL THE 1998 ANNUAL MEETING (CLASS I)
5
CERTAIN COMMITTEES OF THE BOARD
Among the standing committees of the Board of Directors are the Audit,
Nominating and Human Resources Committees.
AUDIT COMMITTEE:
The duties of the Audit Committee are: (a) recommend for nomination by the
Board of Directors the independent certified public accountants who shall
conduct the annual audit of the Corporation; (b) provide assistance to the Board
of Directors in fulfilling its fiduciary responsibilities relating to corporate
accounting and reporting practices, including review by the Committee of
accounting policies, financial statements, annual audit procedures and results,
and general financial disclosure procedures; (c) maintain, through regularly
scheduled meetings as well as informal conferences, a direct line of
communication with the independent accountants to provide for exchanges of views
and information; and (d) review the continuing effectiveness of the
Corporation's accounting and operating conflicts of interest policies. Current
members of the Audit Committee, none of whom are employees of the Corporation,
are Messrs. Stiritz (Chairman), Bracken and Dean, and Ms. Nicholson. The Audit
Committee met three times during 1995.
NOMINATING COMMITTEE:
The duties of the Nominating Committee are: (a) develop and maintain a list
of qualified candidates to fill vacancies on the Board and aid in attracting
qualified candidates to the Board; (b) recommend to the Board candidates to fill
any vacancies on the Board; (c) recommend to the Board annually a slate of
directors to be elected by the shareholders at the Annual Meeting and recommend
to the Board the inclusion of the slate in the Proxy Statement; and (d)
recommend the compensation for services as director to be paid to non-management
directors. Current members of the Nominating Committee are Messrs. Owsley
(Chairman), Bracken, Hackett, Lehman and Stiritz. The Nominating Committee met
three times during 1995. The Nominating Committee will consider nominees
recommended by shareholders. Any such recommendation should be in writing and
addressed to the Corporate Secretary, Ball Corporation, 345 South High Street,
Muncie, IN 47305.
HUMAN RESOURCES COMMITTEE:
The duties of the Human Resources Committee are: (a) approve the salaries of
all elected corporate officers and other employees of the Corporation, as the
Board of Directors may determine and direct from time to time; (b) approve the
Corporation's schedule of salary ranges and grades for all salaried employees;
(c) approve the Corporation's schedule for approval signatures to be required
for salary and employee status changes; (d) approve the Corporation's incentive
compensation program, including its design, participation basis and
participation rates, as they apply to all elected corporate officers and other
employees of the Corporation as the Board of Directors may determine and direct
from time to time; (e) approve major salaried benefit plans, changes, plan
additions, terminations, and discontinuations; (f) direct the administration of
the Corporation's various stock option plans, and stock appreciation rights
plans, the restricted stock plans, and deferred compensation plans, in
accordance with such plans; (g) designate from time to time those officers and
other key employees of the Corporation and its subsidiaries to whom option
and/or restricted stock awards are to be granted and approve the number of
shares to be optioned and/or granted from time to time to any individual; and
(h) perform such other functions with respect to employee compensation as may be
requested by the Board of Directors. Current members of the Human Resources
Committee are Messrs. Stephens (Chairman), Hackett, Lehman and Stiritz. The
Human Resources Committee met six times during 1995.
BOARD MEETINGS
The Board of Directors held ten meetings during 1995. No director attended
less than 75 percent of the aggregate of (1) the total number of meetings of the
Board of Directors and (2) the total number of meetings held by all committees
of the Board on which he served, except Mr. Lehman, who attended eight of the
ten Board meetings and five of nine meetings of committees on which he served.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the April 23, 1997,
Annual Meeting must be in writing and received by the Corporate Secretary at the
Corporation's principal executive offices, 345 South High Street, Muncie, IN
47305, by November 18, 1996, for inclusion in the Corporation's 1997 Proxy
Statement.
6
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Corporation of the
Chief Executive Officer and each of the next four most highly compensated
executive officers of the Corporation (the Named Executive Officers):
SUMMARY COMPENSATION TABLE
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(1) As noted in the Report of the Human Resources Committee, Ball Corporation
uses the term Incentive Compensation rather than Bonus. Also noted in the
Report of the Human Resources Committee is the performance level of the
Corporation and each of the operating groups in relation to incentive
targets and the resulting impact on the "bonus" amounts shown above.
(2) The amounts shown in the All Other Compensation column for 1995 consist of
the following:
Mr. Sissel -- above-market interest on deferred compensation account
$33,294; company contribution to Employee Stock Ownership Plan, $1,232;
Supplemental Long Term Disability premium, $2,300; compensation attributable
to the split-dollar life insurance program, $67,983.
Mr. Hicks -- above-market interest on deferred compensation account,
$21,986; company contribution to Employee Stock Ownership Plan, $1,232;
Supplemental Long Term Disability premium, $2,300; compensation attributable
to the split-dollar life insurance program, $24,217.
Mr. Sheldon -- above-market interest on deferred compensation account,
$6,013; company contribution to Employee Stock Ownership Plan, $1,232;
Supplemental Long Term Disability premium, $2,300; compensation attributable
to the split-dollar life insurance program, $70,322.
Mr. Hoover -- above-market interest on deferred compensation account,
$4,981; company contribution to Employee Stock Ownership Plan, $1,232;
Supplemental Long Term Disability premium, $2,300; compensation attributable
to the split-dollar life insurance program, $48,580.
Mr. Emerson -- above-market interest on deferred compensation account,
$18,232; company contribution to Employee Stock Ownership Plan, $1,232;
Supplemental Long Term Disability premium, $2,300; compensation attributable
to the split-dollar life insurance program, $16,958.
(3) Mr. Sissel -- on April 26, 1995, was elected President and Chief Executive
Officer, prior to this date he served in this position in an acting
capacity.
7
LONG-TERM INCENTIVE COMPENSATION
STOCK OPTION GRANTS AND EXERCISES
The following tables present certain information for the Named Executive
Officers relating to stock option grants and exercises during 1995 and, in
addition, information relating to the valuation of unexercised stock options:
STOCK OPTION GRANTS IN 1995
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(1) Options were granted April 25, 1995, and are exercisable beginning one year
after grant and each year thereafter in 25 percent increments.
(2) Grant date option values are estimated at $13.86 per share based on the
Black-Scholes option pricing model adapted for use in valuing executive
stock options. The estimated value under the Black-Scholes model is based on
assumptions of volatility of .2428 (monthly closing prices over three
years), a risk-free rate of return of 7.19 percent, a dividend yield of 2.20
percent, an option term of ten years, and no adjustment for
nontransferability or risk of forfeiture. The actual value, if any, an
executive may realize will depend on the excess of the stock price over the
exercise price on the date the option is exercised. Consequently, there is
no assurance the value realized by an executive will be at or near the value
estimated by the Black-Scholes model.
AGGREGATED STOCK OPTION EXERCISES IN 1995
AND FISCAL YEAR-END OPTION VALUES
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(1) Based on the closing price on the New York Stock Exchange -- Composite
Transactions of the Corporation's Common Stock on December 29, 1995, of
$27.75.
LONG-TERM CASH INCENTIVE
The following table presents information for the Named Executive Officers
concerning the Long-Term Cash Incentive Plan and, in addition, information
relating to the estimated future payouts.
8
LONG-TERM CASH INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
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(1) Participants are not awarded a number of units. Rather, awards are expressed
as a percentage of average annual salary and "bonus" at target during the
performance period.
(2) Estimated future payouts ("earned awards") are based upon the achievement of
total return performance, i.e., stock price appreciation plus dividends,
relative to targets predetermined by the Human Resources Committee of the
Board of Directors. Because future payouts are based on base salary plus
target "bonus" over the performance periods, the amount of the target award
opportunity is not presently determinable. However, an estimate is provided
assuming base salary is increased 5 percent per year and target incentive
rates remain the same. The target amount will be earned if 100 percent of
targeted total return is achieved. The threshold amount will be earned if
two-thirds of the targeted total return is achieved and the maximum award
amount will be earned if total return exceeds target by two-thirds or more.
The award opportunities expressed as a percentage of base salary plus target
"bonus" are 17 percent at the threshold, 35 percent at target, and 70
percent at maximum. There would be no payout if stock performance is less
than the threshold amount.
RETIREMENT PLANS
The following table, for purposes of illustration, indicates the amounts of
annual retirement income which would be payable in 1996, to the Named Executive
Officers at normal retirement age 65. The calculation of retirement benefits
under the plans generally is based upon average earnings (base salary only) for
the highest five consecutive years of the ten years preceding retirement.
PENSION PLAN TABLE
The Corporation's qualified salaried retirement plans provide defined
benefits determined by base salary and years of service. The Corporation has
also adopted a nonqualified supplemental executive retirement plan which
provides benefits otherwise not payable under the qualified pension plan to the
extent that the Internal Revenue Code limits the pension to which an executive
would be entitled under the qualified pension plan. The benefit amounts shown in
the above table reflect the amount payable as a straight life annuity and
include amounts payable under the supplemental retirement plan. Certain key
employees, including the Named Executive Officers, participate in a split-dollar
life insurance plan and supplemental retirement benefits cease thirty days
following the termination of the Corporation's interest in the participant's
split-dollar policy.
9
Average Annual Earnings used under the pension formula to calculate
benefits, together with years of benefit service, as of December 31, 1995, for
the Named Executive Officers are: George A. Sissel, $215,502 (25.33 years);
Donovan B. Hicks, $187,196 (34.25 years); David B. Sheldon, $177,573 (25.00
years); Duane E. Emerson, $158,994 (22.33 years); and R. David Hoover, $155,180
(25.54 years).
TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
The Corporation has established a revocable, funded grantor trust, which, in
the event a change in control of the Corporation occurs, would become
irrevocable with funds thereunder to be available to apply to the Corporation's
obligations under two of its deferred compensation plans. Those plans cover key
employees, including Messrs. Sissel, Hicks, Sheldon, Hoover, and Emerson. Under
the trust, "change in control" can occur by virtue, in general terms, of an
acquisition by any person of 40 percent or more of the Corporation's voting
shares; a merger in which shareholders of the Corporation before the merger own
less than 60 percent of the Corporation's Common Stock after the merger;
shareholder approval of a plan to sell or dispose of substantially all of the
assets of the Corporation; a change of a majority of the Corporation's Board of
Directors within a 12-month period unless approved by two-thirds of the
directors in office at the beginning of such period; a threatened change in
control, deemed to exist if there is an agreement or public announcement of a
change in control; and by the adoption by the Board of Directors of a resolution
to the effect that a change in control has occurred for purposes of the trust.
The trust was partially funded as of December 31, 1995, with the cash values of
company-owned life insurance policies on the lives of various employees,
including participants in the plans. Subsequent acquisition of a Letter of
Credit now ensures that the trust will be fully funded in the event of a change
in control. Approximately $5.7 million of cash value under the policies would be
available currently to cover the approximately $30.6 million of current deferred
compensation account balances of the beneficiaries of the trust. In the event of
a change in control, up to an additional $32 million would be available under
the trust pursuant to the Letter of Credit. If the funds set aside in the trust
would be insufficient to pay amounts due the beneficiaries, then the Corporation
would remain obligated to pay those amounts. In the event of the insolvency of
the Corporation, the funds in the trust would be available to satisfy the claims
of the creditors of the Corporation. The trust was not established in response
to any effort to acquire control of the Corporation, and the Board is not aware
of any such effort.
The Corporation has change in control severance agreements with certain key
employees, including Messrs. Sissel, Hicks, Sheldon, Hoover, and Emerson. The
agreements are effective on a year-to-year basis and would provide severance
benefits in the event of both a change in control of the Corporation and an
actual or constructive termination of employment within two years after a change
in control. Under the agreements, a "change in control" can occur by virtue, in
general terms, of an acquisition by any person of 30 percent or more of the
Corporation's voting shares; a merger in which the shareholders of the
Corporation before the merger own 50 percent or less of the Corporation's voting
shares after the merger; shareholder approval of a plan of liquidation or to
sell or dispose of substantially all of the assets of the Corporation; and if,
during any two-year period, directors at the beginning of the period fail to
constitute a majority of the Board of Directors. "Actual termination" is any
termination other than by death or disability, by the Corporation for cause, or
by the executive other than for constructive termination. "Constructive
termination" means, in general terms, any significant reduction in duties,
compensation or benefits or change of office location from those in effect
immediately prior to the change in control, unless agreed to by the executive.
The severance benefits payable, in addition to base salary and incentive
compensation accrued through the date of termination, shall include two times
current annual base salary and target incentive compensation, the bargain
element value of then outstanding stock options, the present value of the amount
by which pension payments would have been larger had the executive accumulated
two additional years of benefit service; two years of life, disability, accident
and health benefits; outplacement services; and legal fees and expenses
reasonably incurred in enforcing the agreements. In the event such benefits,
together with other benefits paid because of a change in control, would be
subject to the excise tax imposed under Section 280G of the Internal Revenue
Code, the Corporation would reimburse the executive for such excise taxes paid,
together with taxes incurred as a result of such reimbursement. The agreements
were not entered into in response to any effort to acquire control of the
Corporation, and the Board is not aware of any such effort.
The Corporation has severance benefit agreements with certain key employees,
including Messrs. Sissel, Hicks, Sheldon, Hoover, and Emerson. The agreements
are effective for an initial three-year term. On the first anniversary of their
effective date and on each anniversary date thereafter, the term is extended for
one additional year unless notice of non-extension is given. The agreements
provide severance benefits in the event of an actual or constructive termination
of employment. (Mr. Hicks' agreement is for a fixed term of two years and
provides for payment of a retention bonus at the expiration of the two-year term
provided he is employed by the Corporation or a successor owner of the aerospace
business, or in the event of actual or constructive termination prior to
expiration of the agreement.) "Actual termination" is any termination other than
by death or disability, by the Corporation for cause, or by the executive other
than for
10
constructive termination. "Constructive termination" means, in general terms,
any significant reduction in duties, compensation or benefits, unless agreed to
by the executive. The severance benefits payable, in addition to base salary and
incentive compensation accrued through the date of termination, shall include
two times current annual base salary and target incentive compensation; the
present value of the amount by which pension payments would have been larger had
the executive accumulated two additional years of benefit service; two years of
life, disability, accident and health benefits; outplacement services; and legal
fees and expenses reasonably incurred in enforcing the agreements. Upon the
occurrence of a change in control as defined in the change in control severance
agreements, the executive is entitled to the greater of the benefit provided in
this agreement and the benefit provided in the change in control severance
agreement. Upon the occurrence of a change in control as defined in the change
in control severance agreements, the executive is entitled to the greater of
each of the benefits provided in this agreement and each of the benefits
provided in the change in control severance agreement, including reimbursement
thereunder resulting from excise taxes which may be incurred as a result of such
payments.
DIRECTORS' COMPENSATION
Directors who are not employees of the Corporation receive as compensation
an annual retainer of $22,000. The Chairman of the Board receives an additional
annual retainer of $100,000. Nonemployee directors receive a fee of $1,000 for
attending each Board meeting; a fee of $750 for attending one or more committee
meetings held on any one day; a fee of $250 per month for serving as chairman of
a Board committee; and a per diem allowance of $500 for special assignments. In
addition, nonemployee members of the Executive Committee receive a fee of $1,000
for attending each committee meeting. Directors who are also employees of the
Corporation receive no additional compensation for their service on the Board or
on any Board committee.
Under the Ball Corporation 1986 Deferred Compensation Plan for Directors,
nonemployee directors may elect to defer the payment of all or a portion of
their directors' fees, including the annual retainer and the board and committee
meeting fees. Interest is credited annually to the accounts at a rate equal to
the annual average composite yield on Moody's Seasonal Corporate Bond Yield
Index plus five percent. The fees, together with credited interest, may be
deferred until no later than the year following the year of retirement as a
director and may be distributed over a period not to exceed fifteen (15) years,
both as selected by the director. In order to provide for its liabilities under
the Plan, the Corporation purchased insurance on lives of participating
directors.
The 1991 Restricted Stock Plan for Nonemployee Directors of Ball Corporation
authorizes the award of Common Stock of the Corporation to directors who, at the
time of grant, are not employees of the Corporation or any of its subsidiaries.
Mr. Bracken received a 1,000-share award upon election as a director on April
26, 1995, and Mr. Lehman received a 1,000-share award upon re-election as a
director on April 26, 1995. All participants will receive additional 1,000-share
awards each upon re-election for three-year terms. Newly eligible participants
will receive 1,000-share awards each when they are elected or appointed for
initial terms and upon re-election for three-year terms. The restrictions
against disposal of the shares will lapse upon the termination of the director's
service to the Corporation as a director, for whatever reason other than
voluntary resignation, in which case the restriction will not lapse and the
director will forfeit the shares. For federal income tax purposes, the value of
the shares will be taxable to the recipient as compensation income in an amount
equal to the fair market value of the Common Stock on the date the restrictions
lapse.
The Corporation has a Retirement Plan for Nonemployee Directors of Ball
Corporation, under which a retiring director who is not and has not been an
employee of the Corporation will be eligible for benefits under the Plan if he
has attained the age of 65 and has five or more full years of service as a
director. The amount of annual retirement income will be a percentage of the
annual retainer being paid to the director in effect at the time of his
retirement from the Board. A retiring director with the minimum of five years of
service will receive 50 percent of the annual retainer. For each additional year
of service, the retired director will receive an additional 10 percent of the
annual retainer, up to a maximum total annual retirement benefit income equal to
100 percent of the annual retainer. The annual retirement benefit will be paid
for up to the same number of years as those served on the Board, but will be
discontinued upon and not payable after the death of the retired director.
11
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
OVERALL POLICY
The Human Resources Committee (the "Committee") of the Board of Directors
oversees the administration of executive compensation programs and determines
the compensation of the executive officers of Ball Corporation. The Committee is
composed solely of independent, nonemployee directors and employs a compensation
consulting firm to advise and provide input in the course of its deliberations.
Total compensation of executive officers of the Corporation, including the
Chief Executive Officer, is determined after reviewing the executive's
performance and the pay of similarly situated executives at other manufacturing
firms of similar size (based upon total employment and sales), capital
structure, customer base, market orientation and employee demographics.
Companies chosen for this comparison are the same as those included in the peer
group for purposes of the performance graph, except that such information was
not available for two of the peer group companies.
ANNUAL COMPENSATION
The Committee generally intends that target total annual compensation,
defined as the sum of base salary and incentive compensation at target, for each
of the Corporation's executive officers will approximate the 50th percentile of
what comparable companies are paying. The target total annual compensation level
for each executive, other than the Chief Executive Officer, is determined based
on recommendation from the Chief Executive Officer, together with the
Committee's consideration of the executive's responsibilities, individual
performance and the performance of the executive's area of responsibility. The
Chief Executive Officer's target total annual compensation is similarly
determined in relation to the market's 50th percentile, the Committee's
assessment of individual performance and the financial performance of the
Corporation. For the purpose of determination of target total annual
compensation, the evaluation of each executive's performance, including the
Chief Executive Officer, is largely subjective and no specific weighting is
assigned to any particular factor. Target total annual compensation for each of
the executives named in the accompanying Executive Compensation Summary,
including the Chief Executive Officer, approximated the 50th percentile.
After the Committee has established the appropriate target total annual
compensation for an executive, base salary is determined by dividing target
total annual compensation by the sum of one plus the executive's incentive
compensation participation rate. When target performance as defined in the EVA
Incentive Compensation Plan (the "EVA Plan"), discussed below, is attained, the
executive will be paid a total annual compensation which equals that established
by the Committee as appropriate for his performance and when compared to
similarly situated executives at other companies. Incentive compensation
participation rates for executives, including the Chief Executive Officer, are
set by organizational level; for example, all senior executive officers,
including the Chief Executive Officer, participate at the same rate, while other
officers participate at lower rates and other key employees at lower rates yet.
The Committee intends that a larger percentage of an executive's target total
annual compensation be at risk, when compared with compensation survey data.
Such data is analyzed to determine the levels of incentive participation and
target total compensation. If the survey data indicates a target incentive
compensation rate of 55 to 60 percent, for example, Ball Corporation could be
expected to use a rate of 65 percent, thereby causing target total annual
compensation to be composed of a lower base salary and a higher at-risk
incentive compensation.
Base salary is referred to as "salary" in the Summary Compensation Table and
incentive compensation actually earned by an executive officer is reported under
the heading "Bonus." Actual incentive compensation earned is not, in part or in
total, discretionary, but instead is driven by the Economic Value Added (EVA)
targets approved by the Committee at the beginning of the year. The EVA targets
are calculated taking into account historical performance, the company's cost of
capital and the capital investment of each business unit. The resulting targets
are set at levels requiring improvement in EVA each year. The EVA Plan applies
to all officers and other key employees.
The EVA Plan awards incentive compensation to executives based upon actual
performance of the Corporation, or in certain cases the actual performance of
the profit center for which the executive is responsible, in achieving
improvements in EVA relative to the established EVA targets. Improvement in EVA
occurs when the ratio of net operating profit after tax to capital employed in
the business increases over time. It establishes a direct link between incentive
compensation and return earned on capital relative to a specified target return.
EVA was selected as the measure for the Corporation's incentive plan on the
belief that it correlates closely management's incentive with shareholder total
return.
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If actual performance for the year is higher than the target performance
level, then the actual incentive compensation for such year will be higher than
target. Whenever actual performance falls below the target performance level,
the executive will receive incentive compensation less than target. If
performance falls below the minimum acceptable level established in the EVA
Plan, then no incentive compensation will be earned, and the executive's annual
compensation will consist only of base salary for the year. The Committee
intends that an executive's target incentive compensation should be a
significant portion of his target total compensation. In the case of the named
executives in the Summary Compensation Table, the portion of target total annual
compensation represented by target incentive compensation is approximately 40
percent. It is not intended or perceived as a "bonus" but rather as the
component of total compensation which is "at risk" as an incentive, dependent on
operating performance. For the years ended December 31, 1994 and 1995, actual
incentive compensation for the Named Executive Officers was above target for
each named executive. The incentive compensation levels for 1995 reflect the
above-target performance of the Corporation as a whole and for one of the
operating groups. Incentive compensation for Messrs. Sissel, Hoover and Emerson
was based entirely on the performance of the Corporation as a whole, as measured
by the EVA Plan, while the other named officers' incentive compensation levels
were based 80 percent on the performance of their areas of profit responsibility
and 20 percent on the performance of the Corporation as a whole.
LONG-TERM INCENTIVE PROGRAM
The Corporation's long-term incentive program consists of two types of
plans, the calculation of which is targeted at the 50th percentile of market,
both based upon the performance of Ball Corporation's Common Stock. The first
type comprises broad-based employee stock option plans designed to encourage
employee stock ownership and to recognize and reward employees for their levels
of responsibility in building shareholder value. Grants of stock options to
employees, including executive officers, are generally made by the Committee
after considering the recommendation of the Chief Executive Officer, based
primarily on the level of the employee's position within the Corporation, taking
into account the number of outstanding and previously granted options. Stock
options granted to the Chief Executive Officer are determined by the Committee
in relation to grant levels of other executive officers within the Corporation
and a subjective evaluation of his past and expected performance as well as the
number of outstanding and previously granted options. As the stock option plans
are long term in nature, grants are determined independently of the shorter-term
EVA Plan.
The second part of the Corporation's long-term incentive program is the
Long-Term Cash Incentive Plan. This plan is limited in its participation to
selected key executives, including Messrs. Sissel, Hicks, Sheldon, Hoover and
Emerson, who contribute and are expected to continue to contribute materially to
the success of Ball Corporation and its subsidiaries through their leadership
skills, vision and dedication. The plan provides cash awards on the basis of
Ball's total shareholder return performance, i.e., stock price appreciation plus
dividends, relative to targets predetermined by the Committee, over three-year
performance cycles which begin at the start of each calendar year. The first two
cycles, however, were of shorter duration in the start-up phase of this plan.
The first opportunity for payout under this plan was based on the period August
1, 1994, through December 31, 1995, and resulted in no payout, and therefore no
compensation under this plan is reported in the accompanying Summary
Compensation Table.
Under present circumstances, the Committee believes that the compensation
program described above will not result in compensation for any of the
Corporation's executives in excess of the one million dollar federal income tax
deduction cap applicable for years beginning January 1, 1995.
The foregoing report has been furnished by the following directors and
members of the Human Resources Committee:
W. Thomas Stephens, Chairman
John T. Hackett
John F. Lehman
William P. Stiritz
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SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a line graph comparing the yearly percentage change in
Ball Corporation's cumulative total shareholder return on its Common Stock with
the cumulative total return of the S&P Composite 500 Stock Index and a peer
group of companies selected for the period of five years commencing January 1,
1990, and ending December 31, 1995.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG BALL CORPORATION
COMMON, S&P COMPOSITE 500 AND SELECTED PEER ISSUER GROUP
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
Notes: Assumes $100 invested on December 31, 1990.
Total return assumes reinvestment of dividends.
Peer group total return weighted by market capitalization.
The Peer Issuer Group was selected from among manufacturing firms having
similarities in the following criteria:
- Size (total employment and sales)
- Capital structure (similar debt/equity ratios)
- Customer base (companies selling to other companies rather than
directly to the consumer)
- Market orientation (primarily domestic with some international)
- Employee demographics (companies with long-service employees
with ages similar to Ball Corporation employees)
Companies included in the Peer Issuer Group in addition to Ball Corporation
are: Arvin Industries, Inc.; Cummins Engine Company, Inc.; Eaton Corporation;
GenCorp Inc.; General Signal Corporation; Harsco Corp.; Illinois Tool Works,
Inc.; Maytag Corporation; Parker-Hannifin Corp.; Sequa Corporation; The Stanley
Works; Sundstrand Corporation; and Tyco International Ltd.
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RELATIONSHIP WITH INDEPENDENT PUBLIC ACCOUNTANTS AND CERTAIN
OTHER RELATIONSHIPS AND RELATED TRANSACTIONS
During 1995, Price Waterhouse LLP rendered audit and non-audit services to
the Corporation. Audit services included examinations of the consolidated
financial statements and statutory financial statements required to be filed;
reviews of quarterly financial data and filings with the Securities and Exchange
Commission; and consultations relating to the application of generally accepted
accounting principles to transactions into which the Corporation has entered.
Non-audit services included advice and consultations relating to acquisitions
and dispositions then being considered by the Corporation. It is the policy of
the Audit Committee of the Board of Directors to approve in advance the
engagement of Price Waterhouse LLP for all audit and, except for minor
assignments, non-audit services. Representatives of Price Waterhouse LLP are
expected to be present at the Annual Meeting of Shareholders and to be available
to respond to appropriate questions and to make a statement if they so desire.
RATIFICATION OF APPOINTMENT OF INDEPENDENT PUBLIC ACCOUNTANTS
The Board of Directors recommends that the shareholders vote for
ratification of the appointment of Price Waterhouse LLP as independent public
accountants for 1996. If the appointment of Price Waterhouse LLP is not ratified
by the shareholders, the Audit Committee will select another firm of independent
public accountants for 1996.
COMPLIANCE WITH SECTION 16(A) OF THE SECURITIES EXCHANGE ACT OF 1934
The Corporation believes that during 1995 its directors and executive
officers complied with all Section 16 filing requirements, with the exception of
one late report. David B. Sheldon, Executive Vice President, Packaging
Operations, inadvertently neglected to file with the SEC a Form 4 within the
appropriate filing period to report a sale of the Corporation's stock by his
wife, for whose holdings he disclaims beneficial ownership.
SOLICITATION AND OTHER MATTERS
The cost of soliciting proxies will be paid by the Corporation. In addition
to solicitations by mail, some directors, officers and regular employees of the
Corporation, without extra remuneration, may conduct solicitations by telephone,
facsimile and personal interview. The Corporation will reimburse brokerage firms
and other custodians, nominees and fiduciaries for reasonable expenses incurred
by them in sending proxy material and annual reports to the beneficial owners of
Common Stock. In addition, the Corporation has engaged Beacon Hill Partners,
Inc., to assist it in the solicitation of proxies, for a fee of approximately
$3,000, plus out-of-pocket expenses.
As of the date of this Proxy Statement, the Board of Directors of the
Corporation has no knowledge of any matters to be presented for consideration at
the meeting other than those referred to above. However, persons named in the
accompanying form of proxy shall have authority to vote such proxy as to any
other matters which do properly come before the meeting and as to matters
incidental to the conduct of the meeting, according to their discretion.
By Order of the Board of Directors
Elizabeth A. Overmyer
CORPORATE SECRETARY
March 18, 1996
Muncie, Indiana
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[LOGO]
BALL CORPORATION
345 SOUTH HIGH STREET
MUNCIE, INDIANA 47305
BALL CORPORATION PROXY/VOTING INSTRUCTION CARD
345 SOUTH HIGH STREET, MUNCIE, INDIANA 47305
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P
R
O
X
Y
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON APRIL 24, 1996.
The undersigned hereby appoints Edmund F. Ball, John W. Fisher and Alvin Owsley
and each or any of them as Proxies, with full power of substitution, to vote all
shares of Ball Corporation Common Stock entitled to be voted by the undersigned
for the election of directors and on Proposal 2 referred to on the reverse side
of this Proxy Card and described in the Proxy Statement, and on any other
business as properly may come before the Annual Meeting of Shareholders on
Wednesday, April 24, 1996, or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL
BE VOTED FOR ITEMS 1 AND 2.
Election of three Directors. Nominees are:
George McFadden, W. Thomas Stephens and William P. Stiritz
YOU ARE ENCOURAGED TO SPECIFY YOUR VOTES BY MARKING THE APPROPRIATE BOXES ON THE
REVERSE SIDE.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED
ENVELOPE.
/x/ Please mark your votes as in this example. 3101
THIS PROXY WHEN PROPERLY EXECUTED WILL BE VOTED IN THE MANNER DIRECTED HEREIN BY
THE UNDERSIGNED STOCKHOLDER(S).
IF NO DIRECTION IS MADE, THIS PROXY WILL BE VOTED FOR THE ELECTION OF DIRECTORS
AND FOR PROPOSAL 2.
The Board of Directors recommends a vote FOR the election of directors and
Proposal 2.
1. Election of Directors.
FOR WITHHOLD authority for all Nominees
/ / / /
To withhold authority to vote for any specific nominee(s), mark the "FOR" box
and write the name of each such nominee for whom you are withholding authority
to vote on the line provided below.
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2. Proposal to approve the appointment of Price Waterhouse LLP as the
independent public accountants of the Corporation.
FOR AGAINST ABSTAIN
/ / / / / /
3. In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the meeting.
Please sign exactly as name appears at left. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
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SIGNATURE(S) DATE