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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, 1997
( ) 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
- --------------------------------------------------------------------------------
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 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 $984.2 million based upon the closing market price on March 2,
1998 (excluding Series B ESOP Convertible Preferred Stock of the registrant,
which series is not publicly traded and which has an aggregate liquidation
preference of $59.9 million).
Number of shares outstanding as of the latest practicable date.
Class Outstanding at March 2, 1998
---------------------------------- ----------------------------
Common Stock, without par value 30,320,402
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Shareholders for the year ended December 31, 1997, to the
extent indicated in Parts I, II, and IV. Except as to information
specifically incorporated, the 1997 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 16, 1998, 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. On February 4, 1998, Ball announced that
it would relocate its corporate headquarters to an existing company-owned
building in Broomfield, Colorado. This move is expected to be largely
completed by the end of 1998. 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 1997 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," "Acquisitions," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations."
Recent Business Developments
The Company took a number of actions during 1997 which have affected the core
business, the most significant of which are summarized below. Further
information regarding these actions and other actions over the last three
years are found in the notes to the financial statements "Acquisitions,"
"Dispositions and Other," "Discontinued Operations," and "Management's
Discussion and Analysis of Financial Condition and Results of Operations" all
within the 1997 Annual Report to Shareholders.
Acquisition of M.C. Packaging (Hong Kong) Limited
In early 1997, FTB Packaging Limited (FTB Packaging), a majority-owned
subsidiary of Ball, acquired approximately 75 percent of M.C. Packaging (Hong
Kong) Limited (M.C. Packaging), previously held by Lam Soon (Hong Kong)
Limited and the general public for a total purchase price of approximately
$179 million.
PET Container Business
In the third quarter of 1997, the Company acquired certain PET (polyethylene
terephthalate) container assets from Brunswick Container Corporation. In
connection with the acquisition, the Company completed construction and began
operating a new plant in Delran, New Jersey, to supply a large East Coast
filler of soft drinks and other customers, and closed small manufacturing
facilities in Pennsylvania and Virginia.
Other Information Pertaining to the Business of the Company
The Company's businesses are comprised of two segments: packaging, and
aerospace and technologies.
Packaging Segment
Ball's principal business is the 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, and quality. The majority of the Company's packaging sales are made
directly to relatively few major companies having leading market positions in
packaged food and beverage businesses. Packaging segment sales to PepsiCo,
Inc., and affiliates represented approximately 12 percent of consolidated
1997 net sales. Worldwide sales to all bottlers of Pepsi-Cola and Coca-Cola
branded beverages comprised approximately 36 percent of consolidated net
sales in 1997. 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 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 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
innovative RheoformTM shaped metal beverage cans.
The operations and products within this segment are discussed below:
North American Metal Beverage Containers
Metal beverage containers and ends represent Ball's largest product line,
accounting for approximately 46 percent of 1997 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 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 1997 were shipped by Ball. The Company
estimates that its four larger competitors together represent substantially
all of the remaining market.
The U.S. metal beverage container industry experienced demand growth at a
compounded annual rate of approximately 2.8 percent during the last decade,
with much of that growth in the soft drink market segment. 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 1997 and 1996,
industry-wide shipments increased approximately 1.6 percent and 1.0 percent,
respectively.
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
environment. While aluminum can sheet costs are largely passed through to
customers via formula pricing, it appears that pricing as well as quality and
service will continue to be major competitive factors.
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 1997 metal food container sales comprised approximately
20 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 34 billion steel food cans are
shipped in the U.S. and Canada each year, more than 4.7 billion, or
approximately 14 percent, by Ball in 1997.
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.
North American Plastic Containers
PET packaging is Ball's newest product line, with 1997 net sales of $153
million. A full-scale pilot line, research and development center in Smyrna,
Georgia, was completed in 1995. During 1996 multi-line production plants
in Chino, California, and Baldwinsville, New York, became operational.
A fourth facility began full production in the first quarter of 1997 in Ames,
Iowa. In connection with the acquisition of certain manufacturing assets
from Brunswick Container Corporation, the Company began operating a new
plant in Delran, New Jersey in the second half of 1997 and closed small
manufacturing facilities in Pennsylvania and Virginia.
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 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. The latest available
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.
Prior to 1996, the demand for PET resins in North America exceeded supply.
However, the North American PET resin market experienced increased
production levels in 1996 resulting in capacity exceeding demand. As
a result, resin prices had decreased significantly during 1996 which was
reflected in lower sales dollars, as lower resin prices were passed on to
customers. In 1997, however, PET resin prices increased compared to 1996,
and were largely passed on to customers.
Ball has secured long-term customer supply agreements, principally for
carbonated beverage containers. Other products such as juice, water, liquor
and food containers are key elements in expanding the business.
International Packaging Operations
As part of Ball's initiative to expand its presence internationally, in early
1997 the Company, through FTB Packaging, Ball's majority-owned subsidiary,
acquired a controlling interest in M.C. Packaging. M.C. Packaging 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 M.C. Packaging, FTB Packaging, is the largest
beverage can manufacturer in China, supplying more than half of the two-piece
aluminum beverage cans used in China. Capacity has grown rapidly in China,
resulting in a supply/demand imbalance which is expected to be relatively
short term. As per capita consumption in China is significantly lower than in
more developed countries and per capita income in China is rising, there
is significant potential for strong demand growth. In the interim, Ball
has elected to delay start-up of two facilities originally expected to
become operational in 1998.
FTB Packaging and M.C. Packaging operate more than 20 manufacturing ventures
in China. The Beijing manufacturing facility is one of the most
technologically advanced plants in China with the fastest line-speed
capacity. FTB Packaging's 25 percent owned affiliate, Sanshui Jianlibao FTB
Packaging Limited (Sanshui), is the largest can manufacturing facility in
China in terms of production capacity. For more information on operations in
China, see Item 2, Properties, and Exhibit 21.1, Subsidiary List.
The Company also provides manufacturing technology and assistance to numerous
can manufacturers around the world. The Company also has a minority equity
position in a joint venture that manufactures two-piece beverage cans in the
Philippines. In 1995, the Company announced the formation of a 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. The affiliate in Brazil has a can plant which became operational in
early 1997 and an end plant which became operational in late 1997. 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. Ball's Thailand affiliate has a plant which became operational
during the second quarter of 1997.
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 1997.
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 87 percent of
this segment's sales in 1997. 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 1997 highlights was the launch of the Ball-built Space Telescope
Imaging Spectrograph and Near-infrared Camera and Multi-object Spectrometer
for the February 1997 Hubble Space Telescope's second servicing mission. The
GEOSAT Follow-on operational radar altimeter satellite was delivered in late
1997 for launch in early 1998. The division was also awarded a contract to
design and develop the cryogenic telescope assembly for NASA's Space Infrared
Telescope Facility. In addition the division received the first award under
NASA's Rapid Spacecraft Acquisition contract for the QuikSCATTM spacecraft
bus. 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 1997 milestones was the completion of development of a new product
called jeTVisionTM which provides live television to aircraft and which the
Company plans to introduce in 1998.
Backlog
Backlog of the aerospace and technologies segment was approximately $267
million at December 31, 1997, and $337 million at December 31, 1996, and
consists of the aggregate contract value of firm orders excluding amounts
previously recognized as revenue. The 1997 backlog includes approximately
$201 million which is expected to be billed during 1998, 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 $138 million at December 31, 1997. 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 1997 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
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 1997 approximately 67 percent of
aluminum beverage containers sold in the U.S. were recycled. Steel can
recycling in 1996, the latest information available, was approximately 58
percent. In 1996, the most recent data available, approximately 34 percent of
the PET soft drink containers, and approximately 26 percent of all PET
containers, sold in the U.S. were recycled.
Employees
As of March 1998 the Company employed approximately 10,300 people worldwide.
Item 2. Properties
The Company's properties described below are well maintained, considered
adequate and being utilized for their intended purposes.
The Corporate headquarters are currently 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.
Ball Aerospace & Technologies Corp. offices are currently 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 in Broomfield. Other aerospace and technologies operations are based
in Dayton, Ohio; Warner Robins, Georgia; Albuquerque, New Mexico; and San
Diego, California.
Information regarding the approximate size of the manufacturing locations for
significant packaging operations which are owned by the Company, except where
indicated otherwise, follows. 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) 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 42,000
Conroe, Texas 284,000
Williamsburg, Virginia 260,000
Weirton, West Virginia (leased) 117,000
DeForest, Wisconsin 45,000
Asia
----
Beijing, China 227,000
E-zhou, Hubei (Wuhan), China 183,000
Ningbo, China 81,000
Hong Kong, China 340,000
Panyu, China 133,000
Shenzhen, China 271,000
Tianjin, China 333,000
Xi'an, China 89,000
Zhuhai, China 84,000
Approximate
Floor Space in
Plant Location Square Feet
Plastic packaging manufacturing facilities:
North America
Chino, California (leased) 228,000
Ames, Iowa 250,000
Delran, New Jersey (leased) 466,000
Baldwinsville, New York (leased) 240,000
Asia
----
Hong Kong, China (leased) 55,000
Taicang, Jiangsu, China (leased) 63,000
Tianjin, China 52,000
In addition to the consolidated manufacturing facilities, the Company has
minority ownership interests in packaging affiliates located in China,
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 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 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 (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 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 and found
that the patents were not invalid. On August 20, 1997, the U.S. Court of
Appeals for the Federal Circuit denied Ford's petition for permission to
appeal. Based on that information, the Company is unable to express an
opinion as to the actual exposure of the Company for these matters.
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 the Comprehensive Environmental Response, Compensation and
Liability act of 1980, as amended (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
denied the allegations of the complaints and continued to defend these
matters. 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 owned the Metal Decorating & Service Division. The Court
approved the Consent Decree on April 28, 1994. The Company and certain other
companies have negotiated a settlement with the State of Illinois. Pursuant
to the settlement, the group paid the State of Illinois $888,367 in
settlement of the costs expended in the cleanup of the Cross Brothers Site.
The Company's portion was $153,846, and the Company has been indemnified by
Alltrista Corporation. Based upon the information available to the Company at
this time, this matter has not had a material, adverse effect upon its
financial condition. The Company believes this matter is now closed.
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.
On August 1, 1997, 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, EPA determined that additional site work would be required to determine
the extent of contamination and the possible cleanup of the site. 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. EPA is also seeking reimbursement for
approximately $1.5 million they have already spent at the site. On December
19, 1997, 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 at this 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 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 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), 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 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. The group has proposed a range of remedies. The cost of such remedies
might range from minimal costs to $6,240,000 for deep groundwater
remediation. The group has not made any final allocation.
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, 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 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.
William Hallahan and his wife filed suit against certain manufacturers of
solvents, coatings, and equipment, including Somerset Technologies 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 to 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 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, seeking the reimbursement of
approximately $1.3 million in costs. The lawsuit alleges that some 30
generators of hazardous waste, including the Company's metal container group,
disposed of hazardous waste at the Erie Coatings and Chemicals, Inc., site
located in Erie, Michigan. The United States and the defendants agreed to
settle this matter for $900,000. A Consent Decree resolving the case was
approved by the Court on August 11, 1997. The Company contributed $39,951.09
to settle the Company's alleged liability in this matter. The group continues
to seek further contribution from other PRPs. This matter is now concluded
with no material adverse effect on 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 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., 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.
(dismissed but appealed), 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 1997.
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 7,519 common shareholders of record on
March 2, 1998.
Other information required by Item 5 appears under the caption, "Quarterly
Stock Prices and Dividends," in the 1997 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,
1997, appearing in the section titled, "Five-Year Review of Selected
Financial Data," of the 1997 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 1997 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 1997 Annual
Report to Shareholders, together with the report thereon of Price Waterhouse
LLP, dated January 28, 1998, except as to the note, "Subsequent Event," which
is as of February 4, 1998, 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, 1997 were as
follows:
1. George A. Sissel, 61, 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, 52, Vice Chairman and Chief Financial Officer, since
January 1998; 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, 58, President; Chief Operating Officer, Packaging
Operations, since January 1998; 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, 55, Vice President, Assistant Corporate Secretary and
General Counsel, since April 1997; General Counsel and Assistant Corporate
Secretary, 1995-1997; Associate General Counsel, 1983-1995; Assistant
General Counsel, 1980-1983; Senior Attorney, 1978-1980; General Attorney,
1974-1978.
5. Albert R. Schlesinger, 56, Vice President and Controller, since January
1987; Assistant Controller, 1976-1986.
6. Raymond J. Seabrook, 47, 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.
7. Harold L. Sohn, 52, Vice President, Corporate Relations, since March 1993;
Director, Industry Affairs, Packaging Products, 1988-1993.
8. David A. Westerlund, 47, 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-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
16, 1998, 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 16, 1998, 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 16, 1998, 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 15 of the Company's proxy
statement filed pursuant to Regulation 14A dated March 16, 1998, 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 1997 Annual Report to
Shareholders are incorporated by reference in Part II, Item 8:
Consolidated statement of income (loss) - Years ended December 31,
1997, 1996 and 1995
Consolidated balance sheet - December 31, 1997 and 1996
Consolidated statement of cash flows - Years ended December 31, 1997,
1996 and 1995
Consolidated statement of changes in shareholders' equity - Years
ended December 31, 1997, 1996 and 1995
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 February 12, 1998, reporting under
Item 5 an announcement that Ball will move its corporate headquarters
from Muncie to the Denver/Boulder area in Colorado.
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 31, 1998
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 and Chief Executive
/s/George A. Sissel Officer
-------------------------------------
George A. Sissel March 31, 1998
(2) Principal Financial Accounting Officer:
Vice Chairman and Chief
/s/R. David Hoover Financial Officer
-------------------------------------
R. David Hoover March 31, 1998
(3) Controller:
/s/Albert R. Schlesinger Vice President and Controller
-------------------------------------
Albert R. Schlesinger March 31, 1998
(4) A Majority of the Board of Directors:
/s/Frank A. Bracken * Director
-------------------------------------
Frank A. Bracken March 31, 1998
/s/Howard M. Dean * Director
-------------------------------------
Howard M. Dean March 31, 1998
/s/John T. Hackett * Director
-------------------------------------
John T. Hackett March 31, 1998
/s/R. David Hoover * Director
-------------------------------------
R. David Hoover March 31, 1998
/s/John F. Lehman * Director
-------------------------------------
John F. Lehman March 31, 1998
/s/George McFadden * Director
-------------------------------------
George McFadden March 31, 1998
/s/Ruel C. Mercure, Jr. * Director
-------------------------------------
Ruel C. Mercure, Jr. March 31, 1998
/s/Jan Nicholson * Director
-------------------------------------
Jan Nicholson March 31, 1998
Chairman, Chief Executive
/s/George A. Sissel * Officer and Director
-------------------------------------
George A. Sissel March 31, 1998
/s/William P. Stiritz * Director
-------------------------------------
William P. Stiritz March 31, 1998
*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, 1998
Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 1997
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 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.
Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
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 31, 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.
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.
Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
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.
10.22 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.
10.23 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.
Exhibit
Number Description of Exhibit
------- ---------------------------------------------------------------
10.24 Part-Time Employment, Retirement and Consulting Services
Agreement between Duane E. Emerson and Ball Corporation dated
January 14, 1997. (Filed herewith.)
10.25 Agreement and General Release between David B. Sheldon and Ball
Corporation dated February 7, 1997. (Filed herewith.)
10.26 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.)
10.27 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.
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 1997 Annual
Report to Shareholders). (Filed herewith.)
13.1 Ball Corporation 1997 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, 1997.
(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.)