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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
( X ) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number 1-7349
Ball Corporation
State of Indiana 35-0160610
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
Registrant's telephone number, including area code: (303) 469-3131
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Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
--------------------------------- --------------------------------
Common Stock, without par value New York Stock Exchange, Inc.
Chicago Stock Exchange, Inc.
Pacific Exchange, Inc.
Securities registered pursuant to Section 12(g) of the Act: NONE
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES [ X ] NO [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant was $804.7 million based upon the closing market price on March 3,
2000 (excluding Series B ESOP Convertible Preferred Stock of the registrant,
which series is not publicly traded and which has an aggregate liquidation
preference of $56.2 million).
Number of shares outstanding as of the latest practicable date.
Class Outstanding at March 5, 2000
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Common Stock, without par value 30,081,175
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Shareholders for the year ended December 31, 1999, to the
extent indicated in Parts I, II, and IV. Except as to information
specifically incorporated, the 1999 Annual Report to Shareholders is not to
be deemed filed as part of this Form 10-K Annual Report.
2. Proxy statement filed with the Commission dated March 15, 2000, to the
extent indicated in Part III.
PART I
Item 1. Business
Ball Corporation is an Indiana corporation organized in 1880 and incorporated in
Indiana in 1922. Its principal executive offices are located at 10 Longs Peak
Drive, Broomfield, Colorado 80021-2510. The terms "Ball" and the "Company" as
used herein refer to Ball Corporation and its consolidated subsidiaries.
Ball is a manufacturer of metal and plastic packaging, primarily for beverages
and foods, and a supplier of aerospace and other technologies and services to
commercial and governmental customers.
The following sections of the 1999 Annual Report to Shareholders contain
financial and other information concerning Company business developments and
operations, and are incorporated herein by reference: the notes to the financial
statements "Business Segment Information (note 2)," "Headquarters Relocation,
Plant Closures, Dispositions and Other Costs (note 4)," "Acquisitions (note 3)"
and "Management's Discussion and Analysis of Financial Condition and Results of
Operations."
Recent Business Developments
Ball and ConAgra Grocery Products Company (ConAgra), a unit of ConAgra, Inc.,
announced in February 2000 their agreement to form a joint venture company
called Ball Western Can Company (Ball Western) to acquire and operate certain
ConAgra can manufacturing assets in California. Under a separate agreement, Ball
will purchase certain ConAgra manufacturing assets and relocate them to an
existing Ball plant in Tennessee. Ball Western and Ball will supply metal food
cans and ends under long-term agreements to ConAgra, whose requirements are
currently about one billion cans and ends per year.
Other Information Pertaining to the Business of the Company
The Company's businesses are comprised of two segments: (1) packaging and
(2) aerospace and technologies.
Packaging Segment
Ball's principal business is the manufacture and sale of rigid packaging
products, primarily for beverages and foods. Packaging products are sold in
highly competitive markets, primarily based on quality, service and price. A
substantial part of the Company's packaging sales is made directly to relatively
few major companies in packaged beverage and food businesses. Packaging segment
sales to Miller Brewing Company, PepsiCo, Inc., and affiliates, and Coca-Cola
and affiliates, represented approximately 15 percent, 13 percent and 11 percent,
respectively, of consolidated 1999 net sales. Worldwide sales to all bottlers of
Pepsi-Cola and Coca-Cola branded beverages, including licensees utilizing
consolidated purchasing groups, comprised approximately 35 percent of
consolidated net sales in 1999.
The rigid packaging business is capital intensive, requiring significant
investments in machinery and equipment. Profitability is sensitive to production
volumes, labor and the costs of certain raw materials, such as aluminum, steel
and plastic resin.
Raw materials used in the Company's packaging business are generally available
from several sources. Ball has secured what it considers to be adequate supplies
of raw materials and is not experiencing any shortages. The Company's
manufacturing facilities are dependent, in varying degrees, upon the
availability of process energy, such as natural gas and electricity. While
certain of these energy sources may become increasingly in short supply or
halted due to external factors, including potential Year 2000 noncompliance by
suppliers, the Company cannot predict the effects, if any, of such occurrences
on its future operations.
Research and development efforts in this business generally seek to improve
manufacturing efficiencies and lower unit costs, principally raw material costs,
by reducing the material content of containers while improving or maintaining
other physical properties such as material strength. In addition, research and
development efforts are directed toward the development of new sizes and types
of metal and plastic beverage and food containers, as well as new uses for the
current containers.
On August 10, 1998, Ball acquired substantially all the assets and assumed
certain liabilities of the North American beverage can manufacturing business of
Reynolds Metals Company (Acquisition). Subsequently, the Company closed two of
the acquired plants in early 1999 and a third one in early 2000. With the
Acquisition, Ball expanded its metal beverage product line to include specialty
cans and became the largest metal beverage can producer in North America with an
annual production capacity of approximately 36 billion cans.
Metal beverage containers and ends represent Ball's largest product line,
accounting for approximately 63 percent of 1999 consolidated net sales.
Decorated two-piece aluminum beverage cans are currently being produced at
18 manufacturing facilities in the U.S., 2 facilities in Canada and 1 in Puerto
Rico; ends are produced within 5 U.S. facilities. Metal beverage containers are
sold primarily to fillers of carbonated soft drinks, beer and other beverages
under annual or long-term supply contracts. Sales volumes of metal beverage cans
and ends in North America tend to be highest during the period from April
through September.
Based on publicly available industry information, the Company estimates that its
North American metal beverage container shipments were approximately 35 percent
of total U.S. and Canadian shipments for metal beverage containers. The Company
also estimates that its three largest competitors together represent
substantially all of the remaining market shipments.
Also based on publicly available industry information, the U.S. metal beverage
container industry experienced demand growth at an average annual rate of
approximately 1 percent since 1990. During this same period, the soft drink
portion of the industry added over 15 billion units while the beer portion of
the industry lost approximately 6 billion units (largely to glass packaging).
The growth in industry-wide shipments was relatively flat from 1998 to 1999, but
increased approximately 2.2 percent from 1997 to 1998.
In Canada, metal beverage containers have captured significantly lower
percentages of the packaged beverage industry than in the U.S., particularly in
the packaged beer industry, in which the market share of metal containers has
been hindered by trade barriers and restrictive taxes within Canada.
Beverage container industry production capacity in the U.S. and Canada exceeds
demand. In order to balance more closely capacity and demand within its own
business, Ball has consolidated its can and end manufacturing capacity into
fewer, more efficient facilities with the closure of two of the acquired plants
in early 1999 and a third one in early 2000.
The aluminum beverage can continues to compete aggressively with other packaging
materials in the beer and soft drink industries. The glass bottle has shown
resilience in the packaged beer industry, while the soft drink industry use of
the PET bottle has grown. The packaged beer industry has also begun the usage of
plastic beer bottles utilizing multi-layer technology.
Two-piece and three-piece steel food containers are manufactured in the U.S. and
Canada and sold primarily to food processors in the Midwestern United States and
Canada. In 1999 metal food container sales comprised approximately 14 percent of
consolidated net sales. Sales volumes of metal food containers in North America
tend to be highest from June through October as a result of seasonal vegetable
and salmon packs.
In the metal food container industry, manufacturing capacity in North America
exceeds market demand. Approximately 34 billion steel food cans were shipped in
the U.S. and Canada in 1999, of which approximately 16 percent were shipped by
Ball.
Polyethylene terephthalate (PET) packaging is Ball's newest product line,
representing slightly less than 7 percent of consolidated net sales in 1999.
Demand for containers made of PET has increased in the beverage packaging
industry and is expected to increase in the food packaging industry with
improved technology and adequate supplies of PET resin. While PET beverage
containers compete against both metal and glass, the historical increase in the
sales of PET containers has come primarily at the expense of glass containers
and through new market introductions. The latest projections publicly available
indicate that the growth in overall PET demand over the next two years is
expected to be between 5 and 10 percent.
Competition in this industry includes two national suppliers and several
regional suppliers and self-manufacturers. Service, quality and price are
deciding competitive factors. Increasingly, the ability to produce customized,
differentiated plastic containers is an important competitive factor.
Ball has secured long-term customer supply agreements, principally for
carbonated beverage and water containers. The Company is also developing plastic
beer bottles using a multi-layer technology and is introducing this beverage
container in limited markets. Other products such as juice containers are
potential candidates for expanding the plastics product line.
As part of Ball's initiative to expand its presence internationally, in early
1997 the Company acquired a controlling interest in Ball Asia Pacific Limited,
formerly M.C. Packaging (Hong Kong) Limited. Ball Asia Pacific Limited produces
two-piece aluminum beverage containers, three-piece steel beverage and food
containers, aerosol cans, plastic packaging, metal crowns and printed and coated
metal.
With the acquisition of Ball Asia Pacific Limited, the Company is the largest
beverage can manufacturer in the People's Republic of China (PRC), supplying
approximately half of the two-piece aluminum beverage cans used in the PRC.
Capacity has grown rapidly in the PRC, resulting in a supply/demand imbalance.
Additionally, uncertainty in the Asian financial markets has resulted in a
decrease in exports of Company products from the PRC to other Asian countries.
As per capita consumption in the PRC is significantly lower than in more
developed countries and per capita income in the PRC is rising, there is
significant potential for strong demand growth. In the interim, however, Ball
elected to delay the start-up of two small facilities originally expected to
become operational in 1998 and to close, in the early part of 1999, two of its
plants located in the PRC and remove from service certain manufacturing
equipment at a third plant.
Ball operates more than 20 manufacturing ventures in the PRC. The Beijing
manufacturing facility is one of the most technologically advanced plants in the
PRC. The Company's 34 percent-owned affiliate, Sanshui Jianlibao FTB Packaging
Limited, is the largest can manufacturing facility in the PRC in terms of
production capacity. For more information on operations in the PRC, see Item 2,
Properties, and Exhibit 21.1, Subsidiary List.
Ball is a 50 percent equity owner of a joint venture with BBM Participacoes S.A.
to produce two-piece aluminum cans and ends in Brazil. Ball also participates in
joint ventures in Thailand, Russia, Taiwan and the Philippines, in addition to
providing manufacturing technology and assistance to numerous can manufacturers
around the world.
Aerospace and Technologies Segment
The aerospace and technologies segment includes civil space systems, defense
systems, commercial space operations, commercial products and technologies,
systems engineering services, advanced antenna and video systems and engineering
technology products. Sales in the aerospace and technologies segment accounted
for approximately 11 percent of consolidated net sales in 1999.
The majority of the aerospace and technologies segment business involves work
under relatively short-term contracts (generally one to five years) for the
National Aeronautics and Space Administration (NASA), the U.S. Department of
Defense (DoD) and foreign governments. Contracts funded by the various agencies
of the federal government represented approximately 86 percent of segment sales
in 1999. Major industry trends have not changed significantly, with Department
of Defense and NASA budgets remaining relatively flat. However, there is a
growing worldwide demand for commercial space activities. Consolidation in the
industry continues, and there is strong competition for business.
Civil space and defense systems and commercial space operations include
hardware, software and services to both U.S. and international customers, with
emphases on space science, environment and Earth sciences, defense and
intelligence, manned missions and exploration. Also included are the design,
manufacture and testing of satellites, ground systems and payloads (including
launch vehicle integration), as well as satellite ground station control
hardware and software.
Other hardware activities include: electro-optics products for spacecraft
guidance; control instruments and sensors and defense subsystems for
surveillance; warning, target identification and attitude control; cryogenic
systems for reactant storage; sensor cooling devices such as closed-cycle
mechanical refrigerators and open-cycle solid and liquid cryogens; star
trackers, which are general-purpose stellar attitude sensors; and fast-steering
mirrors.
Additionally, the aerospace and technologies segment provides diversified
technical services and products to federal and local government agencies, prime
contractors and commercial organizations for a broad range of information
warfare, electronic warfare, avionics, intelligence, training and space systems
problems.
Highlights for 1999 included the launch of the QuikSCAT commercial satellite bus
which was developed to measure wind speeds and was delivered in record time.
This was the first of Ball's growing commercial spacecraft bus product line. The
aerospace and technologies segment also had a major role in the Chandra X-Ray
Observatory mission, launched in July and the third of NASA's Great
Observatories. Ball built the aspect camera and the science instrument module
for Chandra. Other notable highlights included being awarded (1) the Deep Impact
contract, the largest NASA contract the Company had ever received, (2) Ball's
first spacecraft contract to build a platform that will leave Earth's orbit to
travel to another planet and (3) a contract to build two spacecraft that will
fly in formation to obtain high resolution interferometry images.
Additional highlights included the product launch of a security camera which
enables aircraft owners, flight crew and airport security personnel to monitor
activity around the aircraft under a broad range of light conditions. Ball's
wireless communication products business expanded its product and customer base
with standard and custom antennas for wireless base stations, wireless local
loop and mobile satellite tracking services. A contract to build pointing and
tracking subsystems for two laser communication terminals extended Ball's entry
into the laser communication technology arena.
Backlog
Backlog of the aerospace and technologies segment was approximately $346 million
at December 31, 1999, and $296 million at December 31, 1998, and consists of the
aggregate contract value of firm orders, excluding amounts previously recognized
as revenue. The 1999 backlog includes approximately $266 million which is
expected to be billed during 2000, with the remainder expected to be billed
thereafter. Unfunded amounts included in backlog for certain firm government
orders which are subject to annual funding were approximately $200 million at
December 31, 1999. Year-to-year comparisons of backlog are not necessarily
indicative of the trend of future operations.
The Company's aerospace and technologies segment has contracts with the U.S.
government which have standard termination provisions. The government retains
the right to terminate contracts at its convenience. However, if contracts are
terminated, Ball is entitled to be reimbursed for allowable costs and profits to
the date of termination relating to authorized work performed to such date. U.S.
government contracts are also subject to reduction or modification in the event
of changes in government requirements or budgetary constraints.
Patents
In the opinion of the Company, none of its active patents is essential to the
successful operation of its business as a whole.
Research and Development
The "Research and Development" note in the 1999 Annual Report to Shareholders
contains information on Company research and development activity and is
incorporated herein by reference.
Environment
Aluminum, steel and PET containers are recyclable, and significant amounts of
used containers are being recycled and diverted from the solid waste stream.
Using the most recent data available, in 1998 approximately 63 percent of
aluminum containers and 56 percent of steel cans sold in the U.S. were recycled.
In 1999 approximately 22 percent of the PET containers sold in the U.S. were
recycled.
Compliance with federal, state and local laws relating to protection of the
environment has not had a material, adverse effect upon capital expenditures,
earnings or competitive position of the Company. As more fully described under
Item 3, Legal Proceedings, the U. S. Environmental Protection Agency and various
state environmental agencies have designated the Company as a potentially
responsible party, along with numerous other companies, for the cleanup of
several hazardous waste sites. However, the Company's information at this time
does not indicate that these matters will have a material, adverse effect upon
the liquidity, results of operations or financial condition of the Company.
Legislation which would prohibit, tax or restrict the sale or use of certain
types of containers, and would require diversion of solid wastes such as
packaging materials from disposal in landfills, has been or may be introduced in
the U.S. Congress and the Canadian Parliament, in state and Canadian provincial
legislatures and other legislative bodies. While container legislation has been
adopted in a few jurisdictions, similar legislation has been defeated in public
referenda in several other states, in local elections and in many state and
local legislative sessions. The Company anticipates that continuing efforts will
be made to consider and adopt such legislation in many jurisdictions in the
future. If such legislation was widely adopted, it could have a material adverse
effect on the business of the Company, as well as on the container manufacturing
industry generally, in view of the Company's substantial North American sales
and investment in metal and PET container manufacture.
Employees
At the end of February 2000, the Company employed approximately 11,850 people
worldwide.
Item 2. Properties
The Company's properties described below are well maintained, are considered
adequate and are being utilized for their intended purposes.
The Corporate headquarters is located in Broomfield, Colorado. The offices for
metal packaging operations are in Westminster, Colorado. Also located in
Westminster is the Edmund F. Ball Technical Center, which serves as a research
and development facility, primarily for the metal packaging operations. The
offices, pilot line and research and development center for the plastic
container business are located in Smyrna, Georgia.
Ball Aerospace & Technologies Corp. offices are located in Boulder, Colorado.
The Colorado-based operations of this business occupy a variety of Company-owned
and leased facilities in Boulder, Broomfield and Westminster, which together
aggregate approximately 1,300,000 square feet of office, laboratory, research
and development, engineering and test, and manufacturing space. Other aerospace
and technologies operations include facilities in California, Georgia, New
Mexico, Ohio, Texas and Virginia.
Information regarding the approximate size of the manufacturing locations for
significant packaging operations which are owned by the Company, except where
indicated otherwise, follows. Facilities in the process of being shut down have
been excluded from the list. Where certain locations include multiple
facilities, the total approximate size for the location is noted. In addition to
the manufacturing facilities, the Company leases warehousing space.
Approximate
Floor Space in
Plant Location Square Feet
Metal packaging manufacturing facilities:
North America
Blytheville, Arkansas (leased) 29,000
Springdale, Arkansas 286,000
Richmond, British Columbia 194,000
Fairfield, California 340,000
Torrance, California 265,000
Golden, Colorado 500,000
Tampa, Florida 275,000
Moultrie, Georgia 152,000
Kapolei, Hawaii 132,000
Monticello, Indiana 356,000
Kansas City, Missouri 225,000
Saratoga Springs, New York 153,000
Wallkill, New York 314,000
Reidsville, North Carolina 287,000
Salisbury, North Carolina 162,000
Columbus, Ohio 167,000
Findlay, Ohio 733,000
Burlington, Ontario 308,000
Hamilton, Ontario 360,000
Whitby, Ontario 200,000
Guayama, Puerto Rico 225,000
Baie d'Urfe, Quebec 211,000
Chestnut Hill, Tennessee 300,000
Conroe, Texas 180,000
Fort Worth, Texas 161,000
Bristol, Virginia 241,000
Williamsburg, Virginia 400,000
Seattle, Washington 166,000
Weirton, West Virginia (leased) 85,000
DeForest, Wisconsin 45,000
Milwaukee, Wisconsin 161,000
Asia
Beijing, PRC 272,000
E-zhou, Hubei (Wuhan), PRC 193,000
Hong Kong, PRC 235,000
Panyu, PRC 207,000
Shenzhen, PRC 271,000
Tianjin, PRC 318,000
Xi'an, PRC 251,000
Zhuhai, PRC 180,000
Approximate
Floor Space in
Plant Location Square Feet
Plastic packaging manufacturing facilities:
North America
Chino, California (leased) 240,000
Ames, Iowa (leased) 250,000
Delran, New Jersey (leased) 450,000
Baldwinsville, New York (leased) 240,000
Asia
Taicang, Jiangsu, PRC (leased) 112,000
Tianjin, PRC 62,000
Tianjin, PRC (leased) 5,000
In addition to the consolidated manufacturing facilities, the Company has
ownership interests of 50 percent or less in packaging affiliates located in the
PRC, Brazil, Thailand, Taiwan and the Philippines.
Item 3. Legal Proceedings
As previously reported, the U.S. Environmental Protection Agency (EPA) considers
the Company to be a Potentially Responsible Party (PRP) with respect to the
Lowry Landfill site located east of Denver, Colorado. On June 12, 1992, the
Company was served with a lawsuit filed by the City and County of Denver
(Denver) and Waste Management of Colorado, Inc., seeking contribution from the
Company and approximately 38 other companies. The Company filed its answer
denying the allegations of the Complaint. On July 8, 1992, the Company was
served with a third-party complaint filed by S.W. Shattuck Chemical Company,
Inc., seeking contribution from the Company and other companies for the costs
associated with cleaning up the Lowry Landfill. The Company denied the
allegations of the complaint.
In July 1992 the Company entered into a settlement and indemnification agreement
with Denver, Chemical Waste Management, Inc., and Waste Management of Colorado,
Inc. (collectively Waste) pursuant to which Denver and Waste dismissed their
lawsuit against the Company and Waste agreed to defend, indemnify and hold
harmless the Company from claims and lawsuits brought by governmental agencies
and other parties relating to actions seeking contributions or remedial costs
from the Company for the cleanup of the site. Several other companies which are
defendants in the above-referenced lawsuits had already entered into the
settlement and indemnification agreement with Denver and Waste. Waste
Management, Inc., has agreed to guarantee the obligations for Chemical Waste
Management, Inc., and Waste Management of Colorado, Inc. Denver and Waste may
seek additional payments from the Company if the response costs related to the
site exceed $319 million. The Company might also be responsible for payments
(calculated in 1992 dollars) for any additional wastes which may have been
disposed of by the Company at the site but which are identified after the
execution of the settlement agreement.
At this time, there are no Lowry Landfill actions in which the Company is
actively involved. Based on the information available to the Company at the
present time, the Company believes that this matter will not have a material
adverse effect upon the liquidity, results of operations or financial condition
of the Company.
As previously reported, the Company has been notified by Chrysler Corporation
(Chrysler) that Chrysler, Ford Motor Company (Ford), and General Motors
Corporation have been named in a lawsuit filed in the U.S. District Court in
Reno, Nevada, by Jerome Lemelson, alleging infringement of three of his vision
inspection system patents used by defendants. One or more of the vision
inspection systems used by the defendants may have been supplied by the
Company's former Industrial Systems Division (Division) or its predecessors. The
suit sought injunctive relief and unspecified damages. Chrysler notified the
Company that the Division may have indemnification responsibilities to Chrysler.
The Company responded to Chrysler that it appeared at that time that the systems
sold to Chrysler by the Company either were not covered by the identified
patents or were sold to Chrysler before the patents were issued. On June 16,
1995, the Magistrate of the U.S. District Court declared the patents of Lemelson
unenforceable because of the long delays in prosecution. On April 28, 1997, the
U.S. District Court Judge vacated the report and recommendation of the U.S.
Magistrate. On August 20, 1997, the U.S. Court of Appeals for the Federal
Circuit denied Ford's petition for permission to appeal. The Company believes
that the issues in this case have been settled and that this case is now
concluded. In addition, under an agreement in connection with the spin-off of
Alltrista Corporation from Ball in 1993, Alltrista has agreed to indemnify Ball
for liabilities arising from this matter. Based on this information, the Company
believes that this case and the Company's alleged indirect involvement as a
machine vision inspection system supplier to Chrysler will not have a material
adverse effect upon the liquidity, results of operations or financial condition
of the Company and that this matter is now concluded.
The Company previously reported that on or about March 19, 1999, the Lemelson
Medical, Education and Research Foundation, Limited Partnership (Lemelson), gave
notice to the Company that the Company allegedly infringed certain patents owned
by that entity which were alleged to cover machine vision and automatic
identification equipment. Lemelson alleged that the patented machine vision
methods cover production, inspection and production control operations,
including inspection for flaws or defects in conformance with specifications and
standards. Automatic identification allegedly covers bar code recognition.
Lemelson claims that it also has patents pending that broadly cover something
referred to as flexible manufacturing. Lemelson offered the Company a license
under all patents, and patents pending, owned or controlled by Lemelson with
certain irrelevant exceptions. Pursuant to a confidential license agreement,
this matter has now been concluded. The Company believes that this matter has
been concluded without any material adverse effect on the liquidity, results of
operations or financial condition of the Company.
As previously reported, on April 24, 1992, the Company was notified by the
Muncie Race Track Steering Committee (Steering Committee) that the Company,
through its former Consumer Products Division and former Zinc Products Division,
may be a PRP with respect to waste disposal at the Muncie Race Track Site
located in Delaware County, Indiana. The Steering Committee alleges that the
Company was a contributor to the site. The Steering Committee requested that the
Company pay 2 percent of the cleanup costs which are estimated at this time to
be $10 million. The Company declined to participate in the PRP group because the
Company's records do not indicate the Company contributed hazardous waste to the
site. Based upon the information available to the Company at this time, the
Company does not believe that this matter will have a material adverse effect
upon the liquidity, results of operations or financial condition of the Company.
As previously reported, on August 1, 1997, the EPA sent notice of potential
liability letters to 19 owners, operators, and waste generators concerning past
activities at one or more of the four Rocky Flats parcels at the Rocky Flats
Industrial Park site located in Jefferson County, Colorado. Based upon sampling
at the site in 1996, the EPA determined that additional site work would be
required to determine the extent of contamination and the possible cleanup of
the site. The EPA requested the letter recipients conduct an engineering
evaluation and cost analysis (EE/CA) of the site. Fourteen companies, including
the Company, have agreed to undertake the study. The EPA is also seeking
reimbursement for approximately $1.5 million which it has spent at the site. On
December 19, 1997, the EPA issued an Administrative Order to conduct the EE/CA
to 18 owners, operators, and generators associated with the site. The EPA
alleges that the Company is the ninth largest generator of the thirteen
generators issued Administrative Orders. The PRP group has undertaken the EE/CA
at a cost of about $850,000, of which the Company has paid approximately
$70,000. Based upon the information available to the Company at this time, the
Company does not believe that this matter will have a material adverse effect
upon the liquidity, results of operations or financial condition of the Company.
As previously reported, the Company was notified on June 19, 1989, that the EPA
has designated the Company and numerous other companies as PRPs responsible for
the cleanup of certain hazardous wastes that were released at the Spectron,
Inc., site located in Elkton, Maryland. In December 1989 the Company, along with
other companies whose alleged hazardous waste contributions to the Spectron,
Inc., site were considered to be de minimis, entered into a settlement agreement
with the EPA for cleanup costs incurred in connection with the removal action of
aboveground site areas. By a letter dated September 29, 1995, the Company, along
with other above-described PRPs, was notified by the EPA that it was negotiating
with the large-volume PRPs another consent order for performance of a site
environmental study as a prerequisite to long-term remediation. The EPA and the
large-volume PRPs have stated that a second de minimis buyout for settlement of
liability for performance of all environmental studies and site remediation is
being formulated and an offer to participate therein has been made to the
Company. The Company has joined with a group of de minimis PRPs to negotiate a
reduction (i.e., a lower price per gallon assessment) in the proposed de minimis
settlement offer. The Company's information at this time does not indicate that
this matter will have a material adverse effect upon the liquidity, results of
operations or financial condition of the Company.
As previously reported, the Company was named a PRP with respect to the Solvents
Recovery Site located in Southington, Connecticut. According to the information
received by the Company, it is alleged that the Company contributed
approximately .08816 percent of the waste contributed to the site on a
volumetric basis. The Company responded and has investigated the accuracy of the
total volume alleged to be attributable to the Company. The Company joined the
PRP group during 1993. In February 1995 the Company executed a trust agreement
whereby certain contributions will be made to fund the administration of an
ongoing work group. The group members finalized an Administrative Order on
Consent for Removal Action and Remedial Investigation/Feasibility Study on
February 6, 1997, pursuant to which the group members will perform a removal
action and completion of a remedial investigation and feasibility study in
connection with the site. Based upon the information available to the Company at
this time, the Company does not believe that this matter will have a material
adverse effect upon the liquidity, results of operations or financial condition
of the Company.
As previously reported, on or about June 14, 1990, the El Monte plant of
Ball-InCon Glass Packaging Corp., a then wholly owned subsidiary of the Company
[renamed Ball Glass Container Corporation (Ball Glass)], the assets of which
were contributed in September 1995 into a joint venture with Compagnie de
Saint-Gobain (Saint-Gobain), now known as Ball-Foster Glass Container Co.,
L.L.C., and wholly owned by Saint Gobain, received a general notification letter
and information request from the EPA, Region IX, notifying Ball Glass that it
may have a potential liability as defined in Section 107(a) of the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA) with respect to
the San Gabriel Valley areas 1-4 Superfund Sites located in Los Angeles County,
California. The EPA requested certain information from Ball Glass, and Ball
Glass responded. The Company received notice from the City of El Monte that,
pursuant to a proposed city economic redevelopment plan, the City proposed to
commence groundwater cleanup by a pump and treat remediation process. As of
March 1, 2000, the City has not commenced this remediation. A PRP group
organized and drafted a PRP group agreement, which Ball Glass executed. The PRP
group retained an environmental engineering firm to critique the EPA studies and
any proposed remediation.
The PRP group completed negotiations with the EPA over the terms of the
administrative consent order, statement of work for the remedial investigation
phase of the cleanup, and the interim allocation arrangement between PRP group
members to fund the remedial investigation. The interim allocation approach
requires that any payment will be based upon contribution to pollution. Ball's
interim allocation is 5.79 percent. The administrative consent order was
executed by the PRP group and the EPA. The EPA also accepted the statement of
work for the remedial investigation phase of the cleanup. The PRP group retained
an environmental engineering consulting firm to perform the remedial
investigation. As required under the administrative consent order, the group
submitted to the EPA copies of all environmental studies conducted at the plant,
the majority of which had already been furnished to the State of California. The
EPA then approved the work plan, project management plan, and the data
management plan portions of the PRP group's proposed remedial
investigation/feasibility study (RI/FS). The group funded the RI/FS. The
environmental consulting firm retained by the PRP group submitted to the EPA its
Feasibility Study Technical Memorandum 1 concerning the site. Five potential
remedial action plans were identified in the study, ranging from no action to an
extensive groundwater remediation project for both shallow and deep aquifers.
The costs of such remedies range from minimal costs for no action to between
$10.5 to $25 million for the three groundwater pump and treat options proposed.
The PRP group is negotiating with the EPA over the remedy selections for the
Record of Decision and has formed an allocation committee for making final
allocation of remediation costs between group members. The EPA has informally
told the PRP group that it will likely choose the most extensive of the proposed
remedies for incorporation into the Record of Decision. The PRP group believes
the selection of such a remedy is premature in that the PRP group is still
evaluating additional remedial options. The PRP group has commenced the final
allocation process. The Allocation Committee has been assigned such task and
continues the development of the method for final allocation of costs among PRP
group members. Although final allocation has not been made, the Allocation
Committee will allocate costs so that PRP group members responsible for the
majority of the contamination will pay a higher percentage of the cleanup costs
required by the Record of Decision, once it is finalized and issued. Since final
costs will be allocated under such method, Ball Glass decided to perform soil
vapor analysis testing to compliment its soil and groundwater sampling analyses
previously conducted. Soil vapor analysis was conducted during the week of
October 25, 1999. In a significant positive development, the results of all
44 vapor probe locations were non-detect for concern constituents sampled (i.e.,
those pollutants present in the area groundwater). On November 11, 1999, Ball
Glass informed the PRP group of these results which should reduce Ball Glass'
final cost allocation under such allocation method. On March 14, 2000, Ball
Glass made a formal presentation to the Allocation Committee and requested,
based upon its analytical data described above, that its final allocation be
reduced from the 5.79 percent interim allocation percentage. In addition,
Commercial Union, the Corporation's general liability insurer, is defending this
governmental action and is paying the cost of defense including attorneys' fees.
Based on the information, or lack thereof, available to the Company at the
present time, the Company is unable to express an opinion as to the actual
exposure of the Company; however, the Company does not believe that this matter
will have a material adverse effect upon the liquidity, results of operations or
financial condition of the Company.
As previously reported, in March of 1992, William Hallahan, an employee at the
Company's metal beverage container plant in Saratoga Springs, New York, filed a
workers' compensation claim alleging that he suffers from a form of leukemia
that was caused by his exposure to certain chemicals used in the plant. The
Company denied the charge, and hearings on the matter were held before the
Workers' Compensation Board of the State of New York. The testimony was
concluded in April 1996. On January 14, 1997, the Administrative Law Judge (ALJ)
filed his Memorandum of Decision finding in favor of the claimant. The decision
was appealed, and the Workers' Compensation Board remanded the case back to the
ALJ for further findings. The ALJ entered a decision against the Company on
January 8, 1998, as corrected on February 2, 1998, and February 4, 1998. The
Company appealed all of the decisions to the Appeals Bureau of the Workers'
Compensation Board on February 6, 1998. In June 1999 a three-judge panel of the
Workers' Compensation Board reversed the decision of the ALJ and found that
substantial evidence does not show a causal relationship between the claimant's
workplace and his disease in order to support a causal link and conclude that he
developed an occupational disease. The Board then closed the case. The claimant
has appealed the case to the full Workers' Compensation Board and alternatively
to the Appellate Division of the New York State judicial system. Both parties
have filed briefs with the full Workers' Compensation Board. Based on the
information, or lack thereof, available to the Company at the present time, the
Company does not believe that this matter will have a material adverse effect
upon the liquidity, results of operations or financial condition of the Company.
As previously reported, on or about December 31, 1992, William Hallahan and his
wife filed suit in the Supreme Court of the State of New York, County of
Saratoga, against certain manufacturers of solvents, coatings and equipment,
including Somerset Technologies Inc. and Belvac Production Machinery, seeking
damages in the amount of $15 million for allegedly causing leukemia by exposing
him to harmful toxins. Somerset and Belvac filed third-party complaints seeking
contribution from the Company for damages that they might be required to pay
William Hallahan. Based upon information available to the Company at this time,
the Company believes that this matter will not have a material adverse effect
upon the liquidity, results of operations or financial condition of the Company.
As previously reported, on January 5, 1996, an individual named Tangee E.
Daniels, on behalf of herself and two minor children and four other plaintiffs,
served the Company with a lawsuit filed in the 193rd Judicial District Court of
Dallas County, Texas. The suit alleges that the Company's metal beverage
container operations and over 50 other defendants disposed of certain hazardous
waste at the hazardous waste disposal site operated by Gibraltar Chemical
Resources, Inc., located in Winona, Smith County, Texas. The lawsuit also
alleges that American Ecology Corp., American Ecology Management Corp., Mobley
Environmental Services, Inc., John A. Mobley, James Mobley, Daniel Mobley and
Thomas Mobley were managers for Gibraltar and failed to appropriately manage the
waste disposed of or treated at the Gibraltar site, resulting in release of
hazardous substances into the environment. The plaintiffs allege that they have
been denied the enjoyment of their property and have sustained personal and
bodily injury and damages due to the release of hazardous waste and toxic
substances into the environment caused by all the defendants. The plaintiffs
allege numerous causes of action under state law and common law. Plaintiffs also
seek to recover damages for past, present, and future medical treatment; mental
and emotional anguish and trauma; loss of wages and earning capacity; and
physical impairment, as well as punitive damages and prejudgment interest in
unspecified amounts. On May 4, 1998, the plaintiffs in the Daniels lawsuit filed
for an involuntary dismissal of their complaint without prejudice. Three other
lawsuits have been filed against substantially the same defendants: Williams v.
Akzo Nobel Chemicals, Inc. (filed on January 2, 1996, in the District Court of
Smith County, Texas, dismissed but appealed); and Steich v. Akzo et al., (filed
March 4, 1996, in the 241st Judicial District Court of Smith County, Texas,
voluntarily dismissed without prejudice); and Adams v. Akzo et al (filed August
30, 1996, in the 236th Judicial District Court of Tarrant County, Texas). The
Company is a party defendant in each lawsuit. The Company has denied the
allegations of each complaint and has been defending each matter. The Company
has settled these cases and believes that these cases are now closed. Based on
the information available to the Company at the present time, the Company
believes that this matter will not have a material adverse effect upon the
liquidity, results of operations or financial condition of the Company.
As previously reported, on September 21, 1998, Daiei, Inc. (Daiei), a Japanese
corporation, with its principal place of business in Tokyo, Japan, sued the
Company in U.S. District Court, Southern District of Indiana, Evansville
Division. Daiei alleges it is engaged in the retail sale of consumer goods and
food products at stores throughout Japan. Daiei alleges that it purchased
defective beer cans filled with beer from Evansville Brewing Company, Inc. (EBC)
between April 5, 1995, and July 20, 1995. Daiei further alleges that the metal
containers were defectively assembled and sealed by EBC at its production
facility in Evansville, Indiana, upon a machine which was inspected by
representatives of Ball. Daiei further alleges that Ball breached its warranty
to provide metal containers that performed in a commercially reasonable manner,
and that Ball's representatives were negligent in the repair of the sealing
equipment owned by EBC. Daiei seeks damages for the lost containers and product
in the amount of approximately $6 million. The Company has retained counsel and
is defending this case. The parties are engaged in the discovery process, and a
Motion to Dismiss has been filed by the Company on several legal grounds but the
Motion has not been ruled on by the court. Based upon the information available
to the Company at the present time, the Company does not believe that this
matter will have a material adverse effect upon the liquidity, results of
operations or financial condition of the Company.
On January 27, 1999, Plastic Solutions of Texas, Inc. (PST) and Kurt H. Ruppman,
Sr. (Ruppman) filed a Statement of Claim with the American Arbitration
Association alleging the Company breached a contract between the Company and PST
and Ruppman relating to the grant of a license under certain patents and
technology owned by PST and Ruppman relating to the use of cryogenics in the
manufacture of hot fill PET bottles. The Company has denied the allegations of
the complaint. An arbitration hearing commenced on March 7, 2000, and continued
through March 10, 2000, and has been adjourned until April 10, 2000. Based on
the lack of information available to the Company at the present time, the
Company is unable to express an opinion to the actual exposure of the Company;
however, the Company does not believe that this matter will have a material
adverse effect upon the liquidity, results of operations or financial condition
of the Company.
In 1998 various consumers filed toxic tort litigation in the Superior Court for
Los Angeles County (Trial Court) against various water companies operating in
the San Gabriel Valley Basin. The water companies petitioned the Trial Court to
remove this action to the California Public Utilities Commission. The Trial
Court agreed. The plaintiffs appealed this decision to the California Court of
Appeals which reversed the Trial Court. One non-regulated utility has appealed
this decision to the California Supreme Court. Pending completion of the
appellate process, the Trial Court stayed further action in this litigation
except that the plaintiffs were permitted to add additional defendants. The
Trial Court consolidated the six separate lawsuits in the Northeast District
(Pasadena) and designated the case of Adler, et al. v. Southern California Water
Company, et al., as the lead case. In late March 1999, Ball-Foster Glass
Container Co., L.L.C., which the Company no longer owns, received a summons and
amended complaint based on its ownership of the El Monte glass plant.
Ball-Foster Glass tendered the lawsuit to the Company for defense and indemnity.
The Company has in turn tendered this lawsuit to its liability carrier,
Commercial Union, for defense and indemnity. Plaintiffs appear to be proceeding
to join all companies which are alleged to be Potentially Responsible Parties in
the various operable units in the San Gabriel Valley Superfund Site. Based on
the information, or lack thereof, available to the Company at the present time,
the Company is unable to express an opinion as to the actual exposure of the
Company for this matter; however, based on the information available to the
Company at the present time, the Company does not believe that this matter will
have a material adverse affect upon the liquidity, results of operations or
financial condition of the Company.
Item 4. Submission of Matters to Vote of Security Holders
There were no matters submitted to the security holders during the fourth
quarter of 1999.
Part II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
Ball Corporation common stock (BLL) is traded on the New York, Chicago and
Pacific Stock Exchanges. There were 6,540 common shareholders of record on
March 3, 2000.
Other information required by Item 5 appears under the caption, "Quarterly Stock
Prices and Dividends," in the 1999 Annual Report to Shareholders and is
incorporated herein by reference.
Item 6. Selected Financial Data
The information required by Item 6 for the five years ended December 31, 1999,
appearing in the section titled, "Five-Year Review of Selected Financial Data,"
of the 1999 Annual Report to Shareholders, is incorporated herein by reference.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" in the 1999 Annual Report to Shareholders is incorporated herein by
reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 7A appears under the caption, "Financial and
Derivative Instruments and Risk Management," within the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" section of the
1999 Annual Report to Shareholders, which is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes thereto of the 1999 Annual
Report to Shareholders, together with the report thereon of
PricewaterhouseCoopers LLP, dated January 26, 2000, included in the 1999 Annual
Report to Shareholders, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no matters required to be reported under this item.
Part III
Item 10. Directors and Executive Officers of the Registrant
The executive officers of the Company as of December 31, 1999, were as follows:
1. George A. Sissel, 63, Chairman and Chief Executive Officer, since January
1998; Chairman, President and Chief Executive Officer, 1996-1998; President
and Chief Executive Officer, 1995-1996; Acting President and Chief
Executive Officer, 1994-1995; Senior Vice President, Corporate Affairs;
Corporate Secretary and General Counsel, 1993-1995; Senior Vice President,
Corporate Secretary and General Counsel, 1987-1993; Vice President,
Corporate Secretary and General Counsel, 1981-1987.
2. R. David Hoover, 54, Vice Chairman, President and Chief Financial Officer
effective January 1, 2000; Vice Chairman and Chief Financial Officer,
1998-1999; Executive Vice President and Chief Financial Officer, 1997-1998;
Executive Vice President, Chief Financial Officer and Treasurer, 1996-1997;
Executive Vice President and Chief Financial Officer, 1995-1996; Senior
Vice President and Chief Financial Officer, 1992-1995; Vice President and
Treasurer, 1988-1992; Assistant Treasurer, 1987-1988; Vice President,
Finance and Administration, Technical Products, 1985-1987; Vice President,
Finance and Administration, Management Services Division, 1983-1985.
3. George A. Matsik, 60, Retired effective December 31, 1999; President, Chief
Operating Officer, Packaging Operations, 1998-1999; Executive Vice
President and Chief Operating Officer, Packaging Operations, 1997-1998;
Chief Operating Officer, Packaging Operations, 1996-1997; President,
International Packaging Operations, 1995-1996.
4. Donald C. Lewis, 57, Vice President and General Counsel, since September
1998; Vice President, Assistant Corporate Secretary and General Counsel,
1997-1998; General Counsel and Assistant Corporate Secretary, 1995-1997;
Associate General Counsel and Assistant Corporate Secretary, 1990-1995;
Associate General Counsel, 1983-1990; Assistant General Counsel, 1980-1983;
Senior Attorney, 1978-1980; General Attorney, 1974-1978.
5. Albert R. Schlesinger, 58, Vice President and Controller, since January
1987; Assistant Controller, 1976-1986.
6. Raymond J. Seabrook, 48, Senior Vice President, Finance, since April 1998;
Vice President, Planning and Control, 1996-1998; Vice President and
Treasurer, 1992-1996; Senior Vice President and Chief Financial Officer,
Ball Packaging Products Canada, Inc., 1988-1992.
7. Harold L. Sohn, 53, Vice President, Corporate Relations, since March 1993;
Director, Industry Affairs, Packaging Products, 1988-1993.
8. David A. Westerlund, 49, Senior Vice President, Administration, since April
1998; Vice President, Administration, 1997-1998; Vice President, Human
Resources, 1994-1997; Senior Director, Corporate Human Resources, July
1994-December 1994; Vice President, Human Resources and Administration,
Ball Glass Container Corporation, 1988-1994; Vice President, Human
Resources, Ball-InCon Glass Packaging Corp., 1987-1988.
Other information required by Item 10 appearing under the caption, "Director
Nominees and Continuing Directors," on pages 3 through 5 and under the caption,
"Section 16(a) Beneficial Ownership Reporting Compliance" on page 15 of the
Company's proxy statement filed pursuant to Regulation 14A dated March 15, 2000,
is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 appearing under the caption, "Executive
Compensation," on pages 7 through 13 of the Company's proxy statement filed
pursuant to Regulation 14A dated March 15, 2000, is incorporated herein by
reference.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 appearing under the caption, "Voting
Securities and Principal Shareholders," on pages 1 and 2 of the Company's proxy
statement filed pursuant to Regulation 14A dated March 15, 2000, is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 appearing under the caption, "Ratification
of the Appointment of Independent Accountants, " on page 15 of the Company's
proxy statement filed pursuant to Regulation 14A dated March 15, 2000, is
incorporated herein by reference.
Part IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) (1) Financial Statements:
The following documents included in the 1999 Annual Report to
Shareholders are incorporated by reference in Part II, Item 8:
Consolidated statements of earnings - Years ended December 31, 1999,
1998 and 1997
Consolidated balance sheets - December 31, 1999 and 1998
Consolidated statements of cash flows - Years ended December 31,
1999, 1998 and 1997
Consolidated statements of shareholders' equity and comprehensive
earnings - Years ended December 31, 1999, 1998 and 1997
Notes to consolidated financial statements
Report of independent accountants
(2) Financial Statement Schedules:
There were no financial statement schedules required under this item.
(3) Exhibits:
See the Index to Exhibits which appears at the end of this document and
which is incorporated by reference herein.
(b) Reports on Form 8-K:
The registrant did not file or amend reports on Form 8-K during 1999.
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) 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/George A. Sissel
------------------------------
George A. Sissel, Chairman and
Chief Executive Officer
March 30, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated below.
(1) Principal Executive Officer:
/s/George A. Sissel Chairman and Chief Executive
-------------------------------- Officer
George A. Sissel March 30, 2000
(2) Principal Financial Accounting Officer:
/s/R. David Hoover Vice Chairman, President and Chief
-------------------------------- Financial Officer
R. David Hoover March 30, 2000
(3) Controller:
/s/Albert R. Schlesinger Vice President and Controller
-------------------------------- March 30, 2000
Albert R. Schlesinger
(4) A Majority of the Board of Directors:
/s/Frank A. Bracken * Director
-------------------------------- March 30, 2000
Frank A. Bracken
/s/Howard M. Dean * Director
-------------------------------- March 30, 2000
Howard M. Dean
/s/John T. Hackett * Director
-------------------------------- March 30, 2000
John T. Hackett
/s/R. David Hoover * Director
-------------------------------- March 30, 2000
R. David Hoover
/s/John F. Lehman * Director
-------------------------------- March 30, 2000
John F. Lehman
/s/Ruel C. Mercure, Jr. * Director
-------------------------------- March 30, 2000
Ruel C. Mercure, Jr.
/s/Jan Nicholson * Director
-------------------------------- March 30, 2000
Jan Nicholson
/s/George A. Sissel * Chairman, Chief Executive
-------------------------------- Officer and Director
George A. Sissel March 30, 2000
/s/William P. Stiritz * Director
-------------------------------- March 30, 2000
William P. Stiritz
/s/Stuart A. Taylor II * Director
-------------------------------- March 30, 2000
Stuart A. Taylor II
*By George A. Sissel as Attorney-in-Fact pursuant to a Limited Power of Attorney
executed by the directors listed above, which Power of Attorney has been filed
with the Securities and Exchange Commission.
By: /s/George A. Sissel
------------------------------
George A. Sissel
As Attorney-in-Fact
March 30, 2000
Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 1999
Index to Exhibits
Exhibit
Number Description of Exhibit
- ------- -----------------------------------------------------------------------
3.i Amended Articles of Incorporation as of November 26, 1990 (filed
by incorporation by reference to the Current Report on Form 8-K dated
November 30, 1990) filed December 13, 1990.
3.ii Bylaws of Ball Corporation as amended September 23, 1998, filed
March 29, 1999.
4.1(a) Senior Note Indenture, dated August 10, 1998, among Ball Corporation,
certain subsidiary guarantors of Ball Corporation and The Bank of New
York, as Senior Note Trustee (filed by incorporation by reference to
the Current Report on Form 8-K dated August 10, 1998) filed August 25,
1998.
4.1(b) Senior Registration Rights Agreement, dated August 10, 1998, among Ball
Corporation, Lehman Brothers Inc., Merrill Lynch, Pierce, Fenner &
Smith Incorporated, BancAmerica Robertson Stephens, First Chicago
Capital Markets, Inc., and certain subsidiary guarantors of Ball
Corporation (filed by incorporation by reference to the Current Report
on Form 8-K dated August 10, 1998) filed August 25, 1998.
4.2(a) Senior Subordinated Note Indenture, dated August 10, 1998, among Ball
Corporation, certain subsidiary guarantors of Ball Corporation and The
Bank of New York, as Senior Subordinated Note Trustee (filed by
incorporation by reference to the Current Report on Form 8-K dated
August 10, 1998) filed August 25, 1998.
4.2(b) Senior Subordinated Registration Rights Agreement, dated August 10,
1998, among Ball Corporation, Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BancAmerica Robertson Stephens,
First Chicago Capital Markets, Inc., and certain subsidiary guarantors
of Ball Corporation (filed by incorporation by reference to the Current
Report on Form 8-K dated August 10, 1998) filed August 25, 1998.
4.3 Dividend distribution payable to shareholders of record on August 4,
2006, of one preferred stock purchase right for each outstanding share
of common stock under the Rights Agreement dated as of July 24, 1996,
between the Company and The First Chicago Trust Company of New York
(filed by incorporation by reference to the Form 8-A Registration
Statement, No. 1-7349, dated August 1, 1996, and filed August 2, 1996,
and to the Company's Form 8-K Report dated February 13, 1996, and filed
February 14, 1996).
Exhibit
Number Description of Exhibit
- ------- -----------------------------------------------------------------------
10.1 1980 Stock Option and Stock Appreciation Rights Plan, as amended, 1983
Stock Option and Stock Appreciation Rights Plan (filed by incorporation
by reference to the Form S-8 Registration Statement, No. 2-82925) filed
April 27, 1983.
10.2 1988 Restricted Stock Plan and 1988 Stock Option and Stock Appreciation
Rights Plan (filed by incorporation by reference to the Form S-8
Registration Statement, No. 33-21506) filed April 27, 1988.
10.3 Ball Corporation Deferred Incentive Compensation Plan (filed by
incorporation by reference to the Annual Report on Form 10-K for the
year ended December 31, 1987) filed March 25, 1988.
10.4 Ball Corporation 1986 Deferred Compensation Plan, as amended July 1,
1994 (filed by incorporation by reference to the Quarterly Report on
Form 10-Q for the quarter ended July 3, 1994) filed August 17, 1994.
10.5 Ball Corporation 1988 Deferred Compensation Plan, as amended July 1,
1994 (filed by incorporation by reference to the Quarterly Report on
Form 10-Q for the quarter ended July 3, 1994) filed August 17, 1994.
10.6 Ball Corporation 1989 Deferred Compensation Plan, as amended July 1,
1994 (filed by incorporation by reference to the Quarterly Report on
Form 10-Q for the quarter ended July 3, 1994) filed August 17, 1994.
10.7 Amended and Restated Form of Severance Benefit Agreement which exists
between the Company and its executive officers, effective as of
August 1, 1994 and as amended on January 24, 1996, (filed by
incorporation by reference to the Quarterly Report on Form 10-Q for the
quarter ended March 22, 1996) filed May 15, 1996.
10.8 Stock Purchase Agreement dated as of June 29, 1989, between Ball
Corporation and Mellon Bank, N.A. (filed by incorporation by reference
to the Quarterly Report on Form 10-Q for the quarter ended July 2,
1989) filed August 15, 1989.
10.9 Ball Corporation 1986 Deferred Compensation Plan for Directors, as
amended October 27, 1987 (filed by incorporation by reference to the
Annual Report on Form 10-K for the year ended December 31, 1990) filed
April 1, 1991.
10.10 1991 Restricted Stock Plan for Nonemployee Directors of Ball
Corporation (filed by incorporation by reference to the Form S-8
Registration Statement, No. 33-40199) filed April 26, 1991.
10.11 Ball Corporation Economic Value Added Incentive Compensation Plan dated
January 1, 1994 (filed by incorporation by reference to the Annual
Report on Form 10-K for the year ended December 31, 1994) filed
March 29, 1995.
Exhibit
Number Description of Exhibit
- ------- -----------------------------------------------------------------------
10.12 Ball Corporation 1997 Stock Incentive Plan (filed by incorporation by
reference to the Form S-8 Registration Statement, No. 333-26361), filed
May 1, 1997.
10.13 Agreement and Plan of Merger among Ball Corporation, Ball Sub Corp. and
Heekin Can, Inc. dated as of December 1, 1992, and as amended as of
December 28, 1992 (filed by incorporation by reference to the
Registration Statement on Form S-4, No. 33-58516) filed February 19,
1993.
10.14 Distribution Agreement between Ball Corporation and Alltrista (filed by
incorporation by reference to the Alltrista Corporation Form 8,
Amendment No. 3 to Form 10, No. 0-21052, dated December 31, 1992) filed
March 17, 1993.
10.15 1993 Stock Option Plan (filed by incorporation by reference to the
Form S-8 Registration Statement, No. 33-61986) filed April 30, 1993.
10.16 Retirement Agreement dated June 17, 1994, between Delmont A. Davis
and Ball Corporation (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended July 3, 1994) filed
August 17, 1994.
10.17 Ball-InCon Glass Packaging Corp. Deferred Compensation Plan, as amended
July 1, 1994 (filed by incorporation by reference to the Quarterly
Report on Form 10-Q for the quarter ended July 3, 1994) filed
August 17, 1994.
10.18 Retention Agreement dated June 22, 1994, between Donovan B. Hicks and
Ball Corporation (filed by incorporation by reference to the Quarterly
Report on Form 10-Q for the quarter ended July 3, 1994) filed
August 17, 1994.
10.19 Ball Corporation Supplemental Executive Retirement Plan (filed by
incorporation by reference to the Quarterly Report on Form 10-Q for
the quarter ended October 2, 1994) filed November 15, 1994.
10.20 Ball Corporation Split Dollar Life Insurance Plan (filed by
incorporation by reference to the Quarterly Report on Form 10-Q for the
quarter ended October 2, 1994) filed November 15, 1994.
10.21 Ball Corporation Long-Term Cash Incentive Plan, dated October 25, 1994,
as amended October 23, 1996 (filed by incorporation by reference to the
Quarterly Report on Form 10-Q for the quarter ended September 29, 1996)
filed November 13, 1996.
10.22a Ball Corporation Merger Related, Special Incentive Plan for Operating
Executives which provides for Stock Option grants in which the five
named executive officers participate and which grants are referred
to in the Executive Compensation section in the Ball Corporation Proxy
Statement dated March 15, 1999. (The form of the option grants was
filed March 29, 1999).
Exhibit
Number Description of Exhibit
- ------- -----------------------------------------------------------------------
10.22b Ball Corporation Merger Related, Special Incentive Plan for Operating
Executives which provides for Restricted Stock grant in which the five
named executive officers participate and which grants are referred to
in the Executive Compensation section of the Ball Corporation Proxy
Statement dated March 15, 1999. (The form of the restricted grants was
filed March 29, 1999.)
10.22c Ball Corporation Merger Related Special Incentive Plan for Operating
Executives which provides for certain cash incentive payments based
upon the attainment of certain performance criteria. This plan is
referred to in Item 11, the Executive Compensation section of this
Form 10-K. (The form of the plan was filed March 29, 1999.)
10.23 Asset Purchase Agreement dated June 26, 1995, among Foster Ball, L.L.C.
(since renamed Ball-Foster Glass Container Co., L.L.C.), Ball Glass
Container Corporation and Ball Corporation (filed by incorporation by
reference to the Current Report on Form 8-K dated September 15, 1995)
filed September 29, 1995.
10.24 Foster Ball, L.L.C. (since renamed Ball-Foster Glass Container Co.,
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. (filed by incorporation by reference to the
Current Report on Form 8-K dated September 15, 1995) filed
September 29, 1995.
10.25 Asset Purchase Agreement dated August 10, 1998, among Ball Corporation
and its Ball Metal Beverage Container Corp. and Reynolds Metals Company
(filed by incorporation by reference to the Current Report on Form 8-K
dated August 10, 1998) filed August 25, 1998.
10.26 Part-Time Employment, Retirement and Consulting Services Agreement
between Duane E. Emerson and Ball Corporation dated January 14, 1997
(filed by incorporation by reference to the Annual Report on Form 10-K
for the year ended December 31, 1997) filed March 31, 1998.
10.27 Agreement and General Release between David B. Sheldon and Ball
Corporation dated February 7, 1997 (filed by incorporation by reference
to the Annual Report on Form 10-K for the year ended December 31, 1997)
filed March 31, 1998.
10.28 Consulting Agreement between The Cygnus Enterprise Development Corp.
(for which Donovan B. Hicks is managing partner) and Ball Corporation
dated January 1, 1997 (filed by incorporation by reference to the
Annual Report on Form 10-K for the year ended December 31, 1997) filed
March 31, 1998.
Exhibit
Number Description of Exhibit
- ------- -----------------------------------------------------------------------
10.29 Form of Severance Agreement (Change of Control Agreement) which exists
between the Company and its executive officers (filed by incorporation
by reference to the Annual Report on Form 10-K for the year ended
December 31, 1988) filed March 25, 1989.
10.30 Consulting Agreement between George A. Matsik and Ball Corporation
dated October 18, 1999. (Filed herewith.)
11.1 Statement re: Computation of Earnings Per Share (filed by incorporation
by reference to the notes to the consolidated financial statements,
"Earnings Per Share," in the 1999 Annual Report to Shareholders).
(Filed herewith.)
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.
(Filed herewith.)
13.1 Ball Corporation 1999 Annual Report to Shareholders (The Annual Report
to Shareholders, except for those portions thereof incorporated by
reference, is furnished for the information of the Commission and is
not to be deemed filed as part of this Form 10-K.) (Filed herewith.)
18.1 Letter re: Change in Accounting Principles. (Filed by incorporation by
reference to the Quarterly Report on Form 10-Q for the quarterly period
ended July 2, 1995) filed August 15, 1995.
21.1 List of Subsidiaries of Ball Corporation. (Filed herewith.)
23.1 Consent of Independent Accountants. (Filed herewith.)
24.1 Limited Power of Attorney. (Filed herewith.)
27.1 Financial Data Schedule for the year ended December 31, 1999. (Filed
herewith.)
99.1 Specimen Certificate of Common Stock (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1979) filed March 24, 1980.
99.2 Cautionary statement for purposes of the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995, as amended.
(Filed herewith.)