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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, 1996
( ) 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
345 South High Street, P.O. Box 2407
Muncie, Indiana 47307-0407
Registrant's telephone number, including area code: (765) 747-6100
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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 $755.2 million based upon the closing market price on March 3,
1997 (excluding Series B ESOP Convertible Preferred Stock of the registrant,
which series is not publicly traded and which has an aggregate liquidation
preference of $61.7 million).
Number of shares outstanding as of the latest practicable date.
Class Outstanding at March 3, 1997
---------------------------------- ----------------------------
Common Stock, without par value 30,547,685
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Shareholders for the year ended December 31, 1996, to the
extent indicated in Parts I, II, and IV. Except as to information
specifically incorporated, the 1996 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 17, 1997, to the extent
indicated in Part III.
PART I
Item 1. Business
Ball Corporation is an Indiana corporation organized in 1880 and incorporated in
1922. Its principal executive offices are located at 345 South High Street,
Muncie, Indiana 47305-2326. 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 1996 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 "Discontinued Operations," "Business Segment Information,"
"Dispositions and Other," "1997 Acquisition," and "Management's Discussion and
Analysis of Financial Condition and Results of Operations."
Recent Business Developments
The Company took a number of actions during 1996 which have affected the core
business. The most significant of these actions are summarized briefly below.
Further information regarding these actions are found in the notes to the
financial statements "Discontinued Operations," "1997 Acquisition,"
"Dispositions and Other" and "Management's Discussion and Analysis of Financial
Condition and Results of Operations" all within the 1996 Annual Report to
Shareholders.
Ball-Foster Glass Container Co., L.L.C.
The Company sold its 42 percent interest in Ball-Foster Glass Container Co.,
L.L.C. (Ball-Foster) in 1996. Ball-Foster was formed in 1995 from the glass
businesses acquired from Ball and Foster-Forbes. As a result of these
transactions, the Company no longer participates in the manufacture or sale of
glass containers.
Plastic Packaging
In 1994 the Company announced that it would enter the PET (polyethylene
terephthalate) plastic container market. By year end 1996, in addition to the
pilot line and research and development center completed in 1995, three plants
were operational and two additional facilities were under construction.
Consolidated results include losses from this start-up operation of $17.4
million and $7.8 million for 1996 and 1995, respectively.
FTB Packaging
Through a series of investments, Ball increased its equity ownership in FTB
Packaging, Limited (FTB Packaging), its Hong Kong-based metal packaging
subsidiary, to approximately 95 percent by year end 1996. FTB Packaging has been
included on a consolidated basis within the packaging segment effective January
1995. Further expansion of the Company's investments into the People's Republic
of China (PRC) has been effected through FTB Packaging and includes the
construction of two metal beverage container facilities and a metal food
container facility and the 1997 acquisition of a controlling interest in M.C.
Packaging (Hong Kong) Limited (M.C. Packaging).
EarthWatch
In 1994 the Company and WorldView, Inc. formed what is now EarthWatch
Incorporated (EarthWatch) to commercialize certain proprietary technologies by
serving the market for satellite-based remote sensing of the Earth. The Company
invested approximately $21 million in EarthWatch through December 31, 1995.
EarthWatch has experienced extended product development and deployment delays
and is expected to incur significant product development losses into the future,
exceeding Ball's investment. Ball has no commitments to provide further equity
or debt financing to EarthWatch beyond its investment to date. EarthWatch
indicates that it will seek further significant development stage financing
during 1997. Although Ball is currently a 49 percent equity owner of EarthWatch
and has contracted to design, and may elect to produce, satellites for that
company in the future, the remaining carrying value of the investment was
written off.
Other
Within the Company's North American metal packaging business over the last three
years, operations were consolidated to reduce costs by closing or selling five
food container manufacturing and related facilities, writing down certain
non-productive equipment to net realizable value and discontinuing the
manufacture of metal beverage containers at one facility in Canada. In addition,
the Company sold its U.S. aerosol can manufacturing business during the fourth
quarter of 1996.
Other Information Pertaining to the Business of the Company
The Company's continuing businesses are comprised of two segments: packaging,
and aerospace and technologies.
Packaging Segment
Ball's principal business is the development, manufacture and sale of rigid
packaging products, containers and materials primarily for use in packaging food
and beverage products and is reported within the packaging segment. Packaging
products are sold in highly competitive markets, primarily based on price,
service, quality and performance. The majority of the Company's packaging sales
are made directly to a relatively few major companies having leading market
positions in packaged food and beverage businesses. Ball believes that its
competitors exhibit similar customer concentrations.
The rigid packaging business is capital intensive, requiring significant
investments in machinery and equipment. Profitability is sensitive to production
volumes, the costs of certain significant raw materials, such as aluminum, steel
and plastic resin, and labor.
Raw materials used by the Company's packaging businesses are generally available
from several sources. Ball has secured what it considers to be adequate supplies
of raw materials and is not experiencing any shortage. 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
subject to government allocation or excise taxes, the Company cannot predict the
effects, if any, of such occurrences on its future operations.
Research and development efforts in these businesses 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 towards the development of new sizes and types
of both metal and plastic beverage containers such as the patented Touch TopTM
metal beverage container easy-open end. In addition, Ball is focusing on the
further development of heat-set technology for plastic containers.
The operations and products within this segment are discussed below:
Metal Packaging
Metal packaging is comprised primarily of two product lines: two-piece beverage
containers and two and three-piece food containers. Dominance of these
containers in both the food and beverage markets and high recycling rates
contribute to the metal container's significant market share. However, plastic
containers, primarily PET, have made recent gains against metal beverage
containers in the soft drink market. Current industry forecasts indicate that
this growth will continue such that PET containers' market share of packaged
soft drinks may exceed metal beverage containers by the year 2000.
North American Metal Beverage Containers
Metal beverage containers and ends represent Ball's largest product line,
accounting for approximately 54 percent of 1996 consolidated net sales.
Decorated two-piece aluminum beverage cans are produced by seven manufacturing
facilities in the U.S. and two facilities in Canada; ends are produced within
two of the U.S. facilities.
Metal beverage containers are sold primarily to brewers and fillers of
carbonated soft drinks and other beverages under long-term supply or annual
contracts. Sales to the Company's largest customer, Anheuser-Busch Companies,
Inc., accounted for approximately 11 percent of consolidated 1996 sales.
Combined North American metal beverage sales to all bottlers of Pepsi-Cola and
Coca-Cola branded beverages comprised approximately 34 percent of consolidated
1996 sales. Sales volume of metal beverage cans and ends tends to be highest
during the period between April and September.
The Company estimates that 17 percent of the total aluminum beverage cans
shipped in the U.S. and Canada in 1996 were shipped by Ball. The Company
estimates that its four larger competitors together represent approximately 80
percent of estimated 1996 total industry shipments for the U.S. and Canada.
The U.S. metal beverage container industry had experienced steady demand growth
at a compounded annual rate of approximately 2.9 percent over the last decade,
with much of that growth in the soft drink market segment. However, in 1995
aluminum suppliers changed the pricing formula for aluminum can sheet to a price
based on ingot plus conversion costs, in contrast to the prior practice of
annually negotiated prices. As a result, the cost of aluminum can sheet
increased significantly and was reflected in higher beverage can selling prices.
It is believed that the soft drink industry responded by reducing its promotions
of products packaged in aluminum containers in 1995, and, coupled with increased
customer purchases in the fourth quarter of 1994 in anticipation of the higher
can prices, resulted in lower can shipments for the industry by an estimated 5
percent. Shipments to the beer industry were also affected by the price
increase, the accelerated shipments in 1994, and the predominant use of glass
containers for introduction of new products. In 1996, industry-wide shipments
increased approximately one percent.
In Canada, metal beverage containers have captured significantly lower
percentages of the packaged beverage market than in the U.S., particularly in
the packaged beer market, 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 has
exceeded demand in the last several years, which has created a competitive
pricing environment. While higher aluminum can sheet costs were largely passed
through to customers via higher container pricing, it appears that pricing will
continue to be a major competitive factor.
North American Metal Food Containers
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 1996 metal food container sales comprised approximately 23 percent of
consolidated net sales. Sales volume of metal food containers tends to be
highest from June through October as a result of seasonal vegetable packs.
Recent consolidations within the commercial food container industry have reduced
the number of competitors. Currently, Ball has one principal competitor located
in Canada and two primary competitors located in the U.S. metal food container
market. Approximately 33 billion steel food cans are shipped in the U.S. and
Canada each year, more than 4.5 billion, or approximately 14 percent, by Ball in
1996.
In the food container industry, manufacturing capacity in North America
significantly exceeds market demand, resulting in a highly price-competitive
market. During 1996, Ball completed the closure of three facilities, a facility
in Pittsburgh, Pennsylvania, which provided metal coating and slitting services
to the metal food and specialty products businesses, and food can manufacturing
facilities in Columbus, Indiana and Red Deer, Alberta, Canada.
International
The Company, through its majority-owned subsidiary FTB Packaging, and including
the controlling interest in M.C. Packaging, is the largest beverage can
manufacturer in the PRC, supplying more than half of the beverage cans used in
China. The Beijing manufacturing facility, which is majority owned by FTB
Packaging, is the most technologically advanced plant in the PRC with the
fastest line-speed capacity. The Company's joint venture Sanshui Jianlibao FTB
Packaging Ltd. (Sanshui) is the largest can manufacturing facility in the PRC in
terms of production capacity. Capacity within the PRC has been growing at
greater than 20 percent annually. However, as per capita consumption in the PRC
is significantly lower than in more developed countries and per capita income in
China is rising, there is significant potential for strong demand growth.
Metal beverage containers are produced in China by FTB Packaging's
majority-owned subsidiaries in Xian and Zhuhai; ends are produced at both Zhuhai
and Sanshui. Two new beverage container facilities in Beijing and Wuhan in which
FTB Packaging is the majority owner became operational . In addition, a new
joint venture company majority-owned by FTB Packaging, Ningbo FTB Can Company
Ltd., began trial production of three-piece food cans during 1996.
As part of Ball's initiative to expand its presence internationally, in early
1997 the Company, through FTB Packaging, acquired a controlling interest in M.C.
Packaging. M.C. Packaging operates 13 ventures, with one wholly owned subsidiary
in Hong Kong, eight majority-owned subsidiaries in the PRC and four
minority-owned ventures in the PRC. M.C. Packaging produces two-piece aluminum
beverage containers, three-piece steel food containers, aerosol cans, plastic
packaging, metal crowns and printed and coated metal.
The Company provides manufacturing technology and assistance to numerous can
manufacturers around the world. The Company also has a minority equity position
in a new joint venture, in which the Company constructed the first two-piece
beverage can manufacturing plant in the Philippines. In 1995, the Company
announced the formation of a new joint venture with BBM Participacoes S.A. to
produce two-piece aluminum cans and ends in Brazil. The Company and BBM
Participacoes S.A. each own 50 percent of this venture. In early 1996, the
Company announced a joint venture with Standard Can Company of Bangkok,
Thailand, to build a two-piece can and end plant in Thailand. Ball and Standard
Can each own 40 percent; the remaining interest is held by local investors. The
affiliate in Brazil has a plant which became operational in early 1997, and
Ball's Thailand affiliate has a plant which expects to be operational during the
second quarter of 1997.
Plastic Packaging
PET packaging is Ball's newest business. A full-scale pilot line, research and
development center in Smyrna, Georgia, was completed in 1995. During 1996 three
multi-line production plants became operational in Chino, California;
Baldwinsville, New York; and Reading, Pennsylvania. A fourth facility began full
production in the first quarter of 1997 in Ames, Iowa. A fifth plant in Delran,
New Jersey is under construction and is anticipated to begin operations in the
second half of 1997.
Demand for containers made of PET has increased in the beverage packaging market
and is expected to increase in the food packaging market with improved
technology and adequate supplies of PET resin. While PET plastic beverage
containers compete against both metal and glass, the historical increase in the
PET market share has come primarily at the expense of glass containers. In 1994
the domestic plastic container market reached $5.5 billion, surpassing the size
of the glass container market for the first time. Projections for the year 2000
(based on estimated pounds of resin used) range from an increase of almost 55
percent to 90 percent compared to 1996.
Competition in this industry includes two national suppliers and several
regional suppliers and self-manufacturers (primarily Coca-Cola). Price, service
and quality are deciding competitive factors. Increasingly, the ability to
produce customized, differentiated plastic containers is an important
competitive factor.
The demand for PET resins in North America has exceeded supply in the last few
years. However, the North American PET resin market has recently experienced
increased production levels resulting in capacity exceeding demand, a position
which is expected to remain in the near future. As a result, resin prices have
decreased significantly since the beginning of 1996 which has been reflected in
lower sales, as lower resin prices are passed on to customers.
Ball has secured long-term customer supply agreements, principally for beverage
containers. Other products such as juice, water, liquor and food containers are
key elements in expanding the business.
Aerospace and Technologies Segment
The aerospace and technologies segment consists of two divisions: the Aerospace
Systems Division, and the Telecommunication Products Division. Sales in the
aerospace and technologies segment accounted for approximately 17 percent of
consolidated net sales in 1996.
The majority of the Company's aerospace 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 91 percent of this segment's sales in 1996.
Overall, competition within the aerospace business is expected to intensify.
While the government budget for defense and NASA has exhibited a downward trend
in recent years, management believes the NASA budget has stabilized and that
within the Company's niche markets defense spending will increase. With the
consolidation of the industry, competition for business will remain intense.
Aerospace Systems Division
A full-service aerospace and defense organization, the Aerospace Systems
Division provides hardware, software and services to a wide range of U.S. and
international customers, with an emphasis on space science, environment and
Earth sciences, defense, manned missions and exploration.
Space systems include the design, manufacture and test of satellites, ground
systems, launch vehicles and payloads (including integration ) as well as
satellite ground station control hardware and software.
Electro-optics products for spacecraft guidance, control instruments and
sensors, and defense subsystems for surveillance, warning, target identification
and attitude control in military and civilian space applications continue to be
a niche market for the division.
Primary cryogenics products include cryogenic systems for reactant storage and
sensor cooling devices such as closed-cycle mechanical refrigerators and
open-cycle solid and liquid cryogens.
The division has gained prominence in the star trackers market as an industry
leader in general-purpose stellar attitude sensors, producing a unique
multi-mission, man-rated star tracker for the space shuttle. Fast-steering
mirrors provide precise stabilization and pointing of optical lines of sight and
offer potential commercial applications such as laser surgery and optical
computing.
Additionally, this division 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. These same skills
developed for defense and aerospace programs are now being applied to
transportation and environmental markets.
Among the 1996 highlights was the delivery of the Ball-built Space Telescope
Imaging Spectrograph and Near-infrared Camera and Multi-object Spectrometer for
the Hubble Space Telescope's second servicing mission's February 1997 launch.
Work progressed on the GEOSAT Follow-on operational radar altimeter satellite
for its 1997 launch. The division was also awarded a contract to design and
develop the cryogenic telescope assembly for NASA's Space Infrared Telescope
Facility. Other major contracts include the Solar Array and Antenna Mechanism
Lot 5, the Stratospheric Aerosol and Gas Experiment and the Advanced Camera for
Surveys.
Telecommunication Products Division
This division develops and manufactures antenna, communication and video
products and systems for space, aeronautical, land and marine applications for
military and specialized civil markets.
Among the 1996 milestones was the unveiling of a new product line of color and
monochrome cameras for inflight safety, security and entertainment applications
aboard air transport, general aviation and military aircraft. A 10-year contract
with the Boeing Commercial Airplane Group to outfit the 777-300's with cameras
to provide pilots with views of the aircraft's main and nose landing gear was
also signed, making the cameras standard equipment aboard every 777-300. The
Telecommunication Products Division also supplied commercial secure satellite
communication systems for Air Force One, the aircraft used by the President of
the United States.
Backlog
Backlog of the aerospace and technologies segment was approximately $337 million
at December 31, 1996, and $420 million at December 31, 1995, and consists of the
aggregate contract value of firm orders excluding amounts previously recognized
as revenue. The 1996 backlog includes approximately $260 million which is
expected to be billed during 1997, 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 $192 million at
December 31, 1996. 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 note, "Research and Development," of the 1996 Annual Report to Shareholders
contains information on Company research and development activity and is
incorporated herein by reference.
Environment
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 (EPA) 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 financial condition, results of operations, capital expenditures or
competitive position 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.
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 1995 approximately 62 percent of
aluminum beverage containers sold in the U.S. were recycled. Steel can recycling
in 1995, the latest information available, was approximately 56 percent. In
1995, the most recent data available, approximately 41 percent of the PET soft
drink containers, and approximately 30 percent of all PET containers, sold in
the U.S. were recycled.
Employees
As of March 1997 Ball employed approximately 7,900 people.
Item 2. Properties
The Company's properties described below are well maintained, considered
adequate and being utilized for their intended purposes.
The Corporate headquarters and certain research and engineering facilities are
located in Muncie, Indiana. The offices for metal packaging operations are based
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. Information regarding the approximate size of the manufacturing
facilities for significant packaging operations, which are owned by the Company,
except where indicated otherwise, is provided below. In addition to the
manufacturing facilities, Company leases warehousing space.
Ball Aerospace & Technologies Corp. offices are located in Broomfield, Colorado.
The Colorado-based operations of this business operate from a variety of Company
owned and leased facilities in Boulder, Broomfield and Westminster, Colorado,
which together aggregate approximately 1,000,000 square feet of office,
laboratory, research and development, engineering and test, and manufacturing
space, including a leased research and development facility currently under
construction in Broomfield. Other aerospace and technologies operations are
based in Dayton, Ohio; Warner Robins, Georgia; Albuquerque, New Mexico; and San
Diego, California.
Approximate
Floor Space in
Plant Location Square Feet
Metal packaging manufacturing facilities:
Blytheville, Arkansas (leased) 8,000
Springdale, Arkansas 290,000
Richmond, British Columbia 204,000
Fairfield, California 148,000
Golden, Colorado 330,000
Tampa, Florida 139,000
Saratoga Springs, New York 283,000
Columbus, Ohio 170,000
Findlay, Ohio 450,000
Burlington, Ontario 309,000
Hamilton, Ontario 347,000
Whitby, Ontario 195,000
Baie d'Urfe, Quebec 117,000
Chestnut Hill, Tennessee 70,000
Conroe, Texas 284,000
Williamsburg, Virginia 260,000
Weirton, West Virginia (leased) 117,000
DeForest, Wisconsin 45,000
Plastic packaging manufacturing facilities:
Chino, California (leased) 228,000
Ames, Iowa 250,000
Delran, New Jersey (leased) 466,000
Baldwinsville, New York (leased) 240,000
Reading, Pennsylvania (leased) 69,000
In addition to the North American manufacturing facilities, Ball has ownership
interest in over 20 packaging plants located in the PRC, Hong Kong, Brazil,
Thailand, Taiwan and the Philippines.
Item 3. Legal Proceedings
As previously reported, the United States 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 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 March 1983, the Golden, Colorado, metal container plant of the Company
received a notice from the U.S. EPA, Region VIII, requesting any and all records
reflecting whether or not the Company had ever disposed of hazardous wastes in
Section 6 of the Lowry Landfill in Denver, Colorado. In February 1985, it was
suggested that the Company was a PRP for cleanup.
In July 1992, the Company entered into a settlement and indemnification
agreement with the City and County of Denver (Denver), Chemical Waste
Management, Inc., and Waste Management of Colorado, Inc., pursuant to which
Denver, Chemical Waste Management, Inc., and Waste Management of Colorado, Inc.
(collectively "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 of Chemical Waste Management, Inc., and Waste Management of
Colorado, Inc. Waste and Denver 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 on the financial condition of the Company.
As previously reported, the EPA issued in August 1988, an administrative order
to 12 companies, including the Company, pursuant to Section 106A of the
Comprehensive Environmental Response, Compensation and Liability Act of 1980, as
amended ("CERCLA"), ordering them to remove certain abandoned drums and surface
waste at the AERR CO site located in Jefferson County, Colorado. AERR CO, which
used the site to recycle wastes, filed a petition with the United States
Bankruptcy Court in Denver, Colorado, seeking protection from its creditors.
Several of the companies, including the Company, are subject to the EPA's order,
and have cleaned up the site. The companies negotiated with the EPA with regard
to its demand for the payment of oversight costs. The companies and the EPA
entered into a settlement agreement on or about January 24, 1994, pursuant to
which this matter was settled by payment of $488,867.41 by the companies. The
Company's portion of this payment was $28,594.82. The Company's information at
this time does not indicate that this matter will have a material, adverse
effect upon its financial condition. The Company now believes that this matter
is closed.
As previously reported, on or about August 28, 1990, the Company received a
notice from the Department of Environmental Resources, State of Pennsylvania
("DER"), that the Company may have been responsible for disposing of waste at
the Industrial Solvents and Chemical Company site located in York County,
Pennsylvania. The Company is cooperating with several hundred other companies
and the DER to resolve this matter. In December 1993 the Company entered into a
De Minimis Settlement Agreement with certain other companies who have agreed to
indemnify the Company with respect to claims arising out of the alleged disposal
of hazardous waste at the site in consideration of the Company paying an amount
not to exceed $11,031.70 to the indemnifying companies. The Company has paid the
indemnifying companies in accordance with their agreement. The Company believes
this matter is now concluded as to the Company. The Company's information at
this time does not indicate that this matter will have a material adverse impact
on the financial condition of the Company.
As previously reported, the Company has been notified by Chrysler Corporation
("Chrysler") that Chrysler, Ford Motor Company, 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 or its predecessors. The suit seeks injunctive relief and
unspecified damages. Chrysler has notified the Company that the Division may
have indemnification responsibilities to Chrysler. The Company has responded to
Chrysler that it appears at this 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 has declared the patents of Lemelson are unenforceable
because of the long delays in prosecution. On April 11, 1996, the U.S. District
Court Judge adopted the report and recommendation of the U.S. Magistrate. Based
on that information, it is not expected that any obligation to Chrysler because
of the patents referred to will have a material, adverse effect on the financial
condition of the Company.
As previously reported, in September 1992 the Company, as a fourth-party
defendant, was served with a lawsuit filed by AlliedSignal and certain other
fourth-party plaintiffs seeking the recovery of certain response costs and
contribution under CERCLA with respect to the alleged disposal by its Metal
Decorating & Service Division of hazardous waste at the Cross Brothers Site in
Kankakee, Illinois, during the years 1961 to 1980. Also in September 1992, the
Company was sued by another defendant, Krueger Ringier, Inc. In October 1992 the
Illinois Environmental Protection Agency filed an action to join the Company as
a Defendant seeking to recover the State's costs in removing waste from the
Cross Brothers Site. The Company has denied the allegations of the complaints
and will defend these matters, but is unable at this time to predict the outcome
of the litigation. The Company and certain other companies have entered into a
Consent Decree with the EPA pursuant to which the EPA received approximately
$2.9 million dollars and provided the companies with contribution protection and
a covenant not to sue. Ball's share of the settlement amount was $858,493.60.
The Company has been indemnified for the settlement payment by Alltrista
Corporation which owns the Metal Decorating & Service Division. The Court
approved the Consent Decree on April 28, 1994. The Company and certain other
companies are negotiating with the State of Illinois to settle the State's
alleged claim to recover costs expended in the cleanup of the Cross Brothers
Site. Based upon the information available to the Company at this time, this
matter is not likely to have a material, adverse effect upon its financial
condition.
On October 12, 1992, the Company received notice that it may be a PRP for the
cleanup of the Aqua-Tech Environmental site located in Greer, South Carolina.
Following negotiations between the Company and the PRPs and the EPA to establish
a de minimis buyout, the Company entered into a de minimis settlement with the
EPA in the fall of 1995, wherein the Company paid $4,209.62 to the EPA and
$14,088.34 to the PRP Group. Based upon the information available to the Company
at this time, the Company believes that this matter is now concluded and will
not have a material adverse effect on the financial condition of the Company.
As previously reported, on April 24, 1992, the Company was notified by the
Muncie Race Track Steering Committee that the Company, through its former
Consumer Products Division and former Zinc Products Division, may be a PRP with
respect to waste disposed at the Muncie Race Track Site located in Delaware
County, Indiana. The Steering Committee requested that the Company pay two
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
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 have been 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 the other above described PRPs, were notified by EPA that it
was negotiating with the large volume PRPs another consent order for performance
of a site environmental study as a prerequisite to possible long-term
remediation. 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. Certain other PRPs have agreed with the EPA to perform
a groundwater study of the site. The Company's information at this time does not
indicate that this matter will have a material, adverse effect upon its
financial condition.
As previously reported, the Company has received information that it has been
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 is attempting to
identify additional information regarding this matter. The Company has 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 on the information
available to the Company at this time, the Company now believes that this matter
will not have a material, adverse effect on the 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") on June 6, 1994, the
assets of which were contributed in September 1995 into a joint venture with
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 EPA, Region IX, notifying Ball Glass that it may have a potential
liability as defined in Section 107(a) of 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. 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 group
members to fund the remedial investigation. The interim allocation approach
would require that any payment will be based upon contribution to pollution. The
administrative consent order was executed by the group and EPA. The EPA also
accepted the statement of work for the remedial investigation phase of the
cleanup. The 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 all copies of all environmental studies
conducted at the plant, the majority of which had already been furnished to the
State of California. The EPA 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 is currently funding the
RI/FS.
Based on the information 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, Commercial Union, the Company's general liability
insurer, is defending this governmental action and is paying the cost of defense
including attorneys' fees.
As previously reported, on July 27, 1994, Onex Corporation ("Onex") initiated
arbitration before the International Chamber of Commerce, alleging that the
Company was in breach of a joint venture agreement dated September 15, 1988.
Onex's demand represented a claim against the Company for approximately $30
million. The Company denied the allegations of Onex's complaint. On August 1,
1995, the Arbitral Tribunal decided the case in favor of the Company. The
parties had previously agreed to be bound by the decision of the Tribunal. The
Company believes that this matter is now concluded.
As previously reported, in March of 1992, William Hallahan, an employee of the
Company's metal 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. On January 14, 1997, the
Administrative Law Judge filed his Memorandum of Decision finding in favor of
the claimant. The Company has filed an appeal. Based upon the information
available the Company at this time, the Company believes that this matter will
not have a material, adverse effect on the financial condition of the Company.
On or about July 29, 1996, Somerset Technologies filed a third party complaint
seeking contribution from the Company for any alleged damages that Somerset
might be required to pay to William Hallahan. The third party complaint was
served on the Company on November 22, 1996. Hallahan brought a suit against
Somerset and numerous other manufacturers of solvents, coatings and equipment.
Mr. Hallahan alleges in his complaint that the defendants caused his leukemia by
exposing him to harmful toxins. Based upon information available to the Company
at this time, the Company believes that this matter will not have a material,
adverse effect on the financial condition of the Company.
On November 30, 1995, the U.S. Justice Department filed a lawsuit in the U.S.
District Court for the Eastern District of Michigan on behalf of the United
States of America against Erie Coatings and Chemicals, Inc., and certain other
defendants including the Company. The lawsuit alleges that some thirty
generators of hazardous waste, including the Company's metal beverage container
operations, disposed of hazardous waste at the Erie Coatings and Chemicals,
Inc., site located in Erie, Michigan. The Company continues to investigate this
matter and to determine the nature and amount of remedial costs the government
is seeking to recoup. The United States and the defendants are discussing
settlement of this matter. The United States and the defendants have agreed to
settle this matter for $900,000 plus interest. Based upon the information
available to the Company at this time, the Company believes that this matter
will not result in a material adverse effect on the financial condition of the
Company.
On January 5, 1996, the Company was served with a lawsuit filed by an individual
named Tangee E. Daniels, on behalf of herself and two minor children and four
other plaintiffs, alleging that the Company's metal beverage container
operations a/k/a Ball Corporation and over fifty 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., America 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. Three other lawsuits have been
filed against substantially the same defendants: Williams v. Akzo Nobel
Chemicals, Inc., and Gibraltar Chemical Resources, Inc.; Steich v. Akzo et al.
(voluntarily dismissed without prejudice); and Adams v. Akzo et al. Each lawsuit
makes the same allegations that are made in the Daniel's suit and seeks the same
damages. The Company is a party defendant in each lawsuit. The Company has
denied the allegations of each complaint and intends to defend each matter.
Based upon the limited information 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 these matters.
Item 4. Submission of Matters to Vote of Security Holders
There were no matters submitted to the security holders during the fourth
quarter of 1996.
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 8,312 common shareholders of record on March
3, 1997.
Other information required by Item 5 appears under the caption, "Quarterly Stock
Prices and Dividends," in the 1996 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, 1996,
appearing in the section titled, "Five Year Review of Selected Financial Data,"
of the 1996 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" of the 1996 Annual Report to Shareholders is incorporated herein by
reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes thereto of the 1996 Annual
Report to Shareholders, together with the report thereon of Price Waterhouse
LLP, dated January 21, 1997, 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, 1996 were as follows:
1. George A. Sissel, 60, Chairman, President and Chief Executive Officer,
since April 1996; 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, 51, Executive Vice President, Chief Financial Officer and
Treasurer, since April 1996; 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. David B. Sheldon, 55, retired effective March 1997 as Executive Vice
President, since December 1996; Executive Vice President, Packaging
Operations, 1995-1996; Group Vice President; President, Metal Beverage
Container Group; Group Vice President, Packaging Products, 1992-1993; Vice
President and Group Executive, Sales and marketing, Packaging Products
Group, 1988-1992; Vice President and Group Executive, Sales and Marketing,
Metal Container Group, 1985-1988.
4. Duane E. Emerson, 59, Consultant to the Chairman, President and Chief
Executive Officer, and not a corporate officer commencing February 1997,
Senior Vice President and Chief Administrative Officer, 1995-1997; Senior
Vice President, Administration, 1985-1995; Vice President, Administration,
1980-1985.
5. Donovan B. Hicks, 59, retired effective December 1996 as Group Vice
President; President and Chief Executive Officer, Ball Aerospace &
Technologies Corp., since January 1988; Group Vice President, Technical
Products, 1980-1988; President, Ball Brothers Research
Corporation/Division, 1978-1980.
6. Richard E. Durbin, 55, Vice President, Information Services, since April
1985; Corporate Director, Information Services, 1983-1985; Corporate
Director, Data Processing, 1981-1983.
7. Albert R. Schlesinger, 55, Vice President and Controller, since January
1987; Assistant Controller, 1976-1986.
8. Raymond J. Seabrook, 46, Vice President, Planning and Control, since April
1996; Vice President and Treasurer, 1992-1996; Senior Vice President and
Chief Financial Officer, Ball Packaging Products Canada, Inc., 1988-1992.
9. Harold L. Sohn, 51, Vice President, Corporate Relations, since March 1993;
Director, Industry Affairs, Packaging Products, 1988-1993.
10. David A. Westerlund, 46, Vice President, Administration, since January
1997; 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 Glass Container Corporation,
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 20 of the
Company's proxy statement filed pursuant to Regulation 14A dated March 17, 1997,
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 14 of the Company's proxy statement filed
pursuant to Regulation 14A dated March 17, 1997, 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 17, 1997, is incorporated
herein by reference.
Item 13. Certain Relationships and Related Transactions
The information required by Item 13 appearing under the caption, "Relationship
with Independent Public Accountants and Certain Other Relationships and Related
Transactions," on page 16 of the Company's proxy statement filed pursuant to
Regulation 14A dated March 17, 1997, 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 1996 Annual Report to
Shareholders are incorporated by reference in Part II, Item 8:
Consolidated statement of income (loss) - Years ended December 31,
1996, 1995 and 1994
Consolidated balance sheet - December 31, 1996 and 1995
Consolidated statement of cash flows - Years ended December 31, 1996,
1995 and 1994
Consolidated statement of changes in shareholders' equity - Years
ended December 31, 1996, 1995 and 1994
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 filed or amended reports on Form 8-K as follows:
A current report on Form 8-K filed October 16, 1996, reporting under (i)
Item 2 the disposition of the Company's 42 percent indirect interest in
Ball-Foster, and (ii) Item 5 an announcement to exit the aerosol can
manufacturing business by selling Ball's Cincinnati manufacturing plant
and certain other assets to BWAY Corporation of Atlanta.
A current report on Form 8-K filed on November 15, 1996, reporting under
Item 5 an announcement that Ball had reached a definitive agreement with
the Honickman Group of Philadelphia to acquire certain assets of
Brunswick Corporation, a company which manufactures PET plastic bottles
for use by Honickman's soft drink bottling companies.
A current report on Form 8-K filed on December 31, 1996, reporting under
Item 5 a restatement of financial statements for exit of the commercial
glass packaging business.
A current report on Form 8-K filed on January 17, 1997, reporting under
Item 5 an announcement that Ball's Hong Kong subsidiary, FTB Packaging
Limited, had completed the purchase of Lam Soon (Hong Kong) Limited's
controlling interest in M.C. Packaging (Hong Kong) Limited on January 2,
1997.
A current report on Form 8-K filed on March 20, 1997, reporting under
Item 5 an announcement that Ball completed an offering for the publicly
held shares of M.C. Packaging Limited of Hong Kong.
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, President
and Chief Executive Officer
March 31, 1997
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:
Chairman, President and
/s/George A. Sissel Chief Executive Officer
-----------------------------------
George A. Sissel March 31, 1997
(2) Principal Financial Accounting Officer:
Executive Vice President,
Chief Financial Officer and
Treasurer
/s/R. David Hoover
-----------------------------------
R. David Hoover March 31, 1997
(3) Controller:
/s/Albert R. Schlesinger Vice President and Controller
-----------------------------------
Albert R. Schlesinger March 31, 1997
(4) A Majority of the Board of Directors:
/s/Frank A. Bracken * Director
-----------------------------------
Frank A. Bracken March 31, 1997
/s/Howard M. Dean * Director
-----------------------------------
Howard M. Dean March 31, 1997
/s/John T. Hackett * Director
-----------------------------------
John T. Hackett March 31, 1997
/s/R. David Hoover * Director
-----------------------------------
R. David Hoover March 31, 1997
/s/John F. Lehman * Director
-----------------------------------
John F. Lehman March 31, 1997
/s/George McFadden * Director
-----------------------------------
George McFadden March 31, 1997
/s/Ruel C. Mercure, Jr. * Director
-----------------------------------
Ruel C. Mercure, Jr. March 31, 1997
/s/Jan Nicholson * Director
-----------------------------------
Jan Nicholson March 31, 1997
Chairman, President,
Chief Executive Officer and
/s/George A. Sissel * Director
-----------------------------------
George A. Sissel March 31, 1997
/s/William P. Stiritz * Director
-----------------------------------
William P. Stiritz March 31, 1997
*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 31, 1997
Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 1996
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 January 25, 1994 (filed
by incorporation by reference to the Annual Report on Form 10-K
for the year ended December 31, 1993) filed March 29, 1994.
4.1 Ball Corporation and its subsidiaries have no long-term debt
instruments in which the total amount of securities authorized
under any instrument exceeds 10% of the total assets of the
registrant and its subsidiaries on a consolidated basis. Ball
Corporation hereby agrees to furnish a copy of any long-term
debt instruments upon the request of the Commission.
4.2 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).
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 Restricted Stock Plan (filed by incorporation by reference to
the Form S-8 Registration Statement, No. 2-61252) filed May 2,
1978.
10.3 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.
10.4 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.
10.5 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.
10.6 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.
10.7 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.
10.8 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 31, 1996) filed
May 15, 1996.
10.9 An agreement dated September 15, 1988, between Ball Corporation
and Onex Corporation to form a joint venture company known as
Ball-Onex Packaging Corp., since renamed Ball Packaging
Products Canada, Inc. (filed by incorporation by reference to
the Current Report on Form 8-K dated December 8, 1988) filed
December 23, 1988.
10.10 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.
10.11 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.
10.12 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.
10.13 Agreement of Purchase and Sale, dated April 11, 1991, between
Ball Corporation and the term lenders of Ball Packaging
Products Canada, Inc., Citibank Canada, as Agent (filed by
incorporation by reference to the Quarterly Report on Form 10-Q
for the quarter ended March 31, 1991) filed May 15, 1991.
10.14 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
------- ---------------------------------------------------------------
10.15 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.
10.16 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.
10.17 1993 Stock Option Plan (filed by incorporation by reference to
the Form S-8 Registration Statement, No. 33-61986) filed April
30, 1993.
10.18 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.
10.19 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.
10.20 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.
10.21 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.
10.22 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.
10.23 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-K for the
quarter ended September 29, 1996) filed November 13, 1996.
10.24 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.
10.25 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.
10.26 Part-Time Employment, Retirement and Consulting Services
Agreement between Duane E. Emerson and Ball Corporation dated
January 14, 1997. (Filed herewith.)
10.27 Agreement and General Release between David B. Sheldon and Ball
Corporation dated February 7, 1997. (Filed herewith.)
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 herewith.)
11.1 Statement re: Computation of Earnings Per Share. (Filed
herewith.)
13.1 Ball Corporation 1996 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, 1996.
(Filed herewith.)
27.2 Restated Financial Data Schedule for the nine month period
ended September 29, 1996. (Filed herewith.)
27.3 Restated Financial Data Schedule for the six month period ended
June 30, 1996. (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.)