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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, 1998
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from ________________ to ________________
Commission File Number 1-7349
Ball Corporation
State of Indiana 35-0160610
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
Registrant's telephone number, including area code: (303) 469-3131
- --------------------------------------------------------------------------------
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 $1,244.9 million based upon the closing market price on March 1,
1999 (excluding Series B ESOP Convertible Preferred Stock of the registrant,
which series is not publicly traded and which has an aggregate liquidation
preference of $57.2 million).
Number of shares outstanding as of the latest practicable date.
Class Outstanding at March 1, 1999
- ---------------------------------- --------------------------------
Common Stock, without par value 30,224,047
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Shareholders for the year ended December 31, 1998, to the
extent indicated in Parts I, II, and IV. Except as to information
specifically incorporated, the 1998 Annual Report to Shareholders is not to
be deemed filed as part of this Form 10-K Annual Report.
2. Proxy statement filed with the Commission dated March 15, 1999, 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 10 Longs Peak Drive,
Broomfield, Colorado 80021-2510. The terms "Ball" and the "Company" as used
herein refer to Ball Corporation and its consolidated subsidiaries.
Ball is a manufacturer of metal and plastic packaging, primarily for beverages
and foods, and a supplier of aerospace and other technologies and services to
commercial and governmental customers.
The following sections of the 1998 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,"
"Headquarters Relocation, Plant Closures, Dispositions and Other Costs,"
"Acquisitions," and "Management's Discussion and Analysis of Financial Condition
and Results of Operations."
Recent Business Developments
On August 10, 1998, Ball acquired substantially all the assets and assumed
certain liabilities of the North American beverage can manufacturing business of
Reynolds Metals Company (Acquisition). In connection with the Acquisition, the
Company is developing plans for manufacturing integration, including capacity
consolidations and other cost saving measures, and announced during the fourth
quarter its intent to close two of the acquired plants during early 1999. Also
during 1998, Ball relocated its corporate headquarters to an existing
company-owned building in Colorado.
Other Information Pertaining to the Business of the Company
The Company's businesses are comprised of two segments: (1) packaging and
(2) aerospace and technologies.
Packaging Segment
Ball's principal business is the manufacture and sale of rigid packaging
products, primarily for beverages and foods. Packaging products are sold in
highly competitive markets, primarily based on quality, service, and price. The
majority of the Company's packaging sales are made directly to relatively few
major companies having leading market positions in packaged beverage and food
businesses. Packaging segment sales to PepsiCo, Inc., and affiliates, and
Coca-Cola and affiliates, represented approximately 15 percent and 10 percent,
respectively, of consolidated 1998 net sales. Worldwide sales to all bottlers of
Pepsi-Cola and Coca-Cola branded beverages, including licensee members which
utilize consolidated purchasing groups, comprised approximately 40 percent of
consolidated net sales in 1998. 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, labor and the costs of certain raw materials, such as aluminum, steel
and plastic resin.
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 shortages. The Company's
manufacturing facilities are dependent, in varying degrees, upon the
availability of process energy, such as natural gas and electricity. While
certain of these energy sources may become increasingly in short supply or
halted due to external factors, including Year 2000 noncompliance by suppliers,
the Company cannot predict the effects, if any, of such occurrences on its
future operations.
Research and development efforts in 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 toward the development of new sizes and types
of both metal and plastic beverage containers.
North American Metal Beverage Containers
On August 10, 1998, Ball acquired substantially all the assets and assumed
certain liabilities of the North American beverage can manufacturing business of
Reynolds Metals Company (Acquisition). With the Acquisition, Ball expanded its
product line to include specialty cans and became the largest metal beverage can
producer in North America with an estimated annual production capacity of 36
billion cans.
Metal beverage containers and ends represent Ball's largest product line,
accounting for approximately 55 percent of 1998 consolidated net sales. After
closing two of the acquired plants in early 1999, decorated two-piece aluminum
beverage cans are currently being produced at 19 manufacturing facilities in the
U.S., two facilities in Canada and one in Puerto Rico; ends are produced within
five of the U.S. facilities. Metal beverage containers are sold primarily to
fillers of carbonated soft drinks, beer and other beverages under long-term
supply or annual contracts. Sales volumes of metal beverage cans and ends tends
to be highest during the period between April and September.
The Company estimates that its North American metal beverage container shipments
would have been approximately 34 percent (on a pro forma basis assuming the
inclusion of shipments from the acquired plants for a full year) of total U.S.
and Canadian shipments for metal beverage containers. The Company estimates that
its three largest competitors together represent substantially all of the
remaining market.
The U.S. metal beverage container industry experienced demand growth at an
average rate of approximately 1.5 percent since 1990. During this same period,
the soft drink segment added over 16 billion units while the beer segment lost
approximately six billion units (largely to glass packaging). In 1998 and 1997,
industry-wide shipments increased approximately 2.2 percent and 1.6 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 exceeds
demand, which creates a competitive environment. Ball began consolidation of can
and end manufacturing capacity into fewer, more efficient facilities with the
closure of two of the recently acquired plants in early 1999. The Company is
developing plans for further integration, including capacity consolidations and
other cost saving measures.
The aluminum beverage can continues to compete aggressively with other packaging
materials in the beer and soft drink markets. The glass bottle has shown
resilience in the packaged beer market while soft drink market use of the PET
bottle has grown.
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 1998 metal food container sales comprised approximately 17 percent of
consolidated net sales. Sales volumes of metal food containers tend to be
highest from June through October as a result of seasonal vegetable and salmon
packs.
Recent consolidations within the commercial metal food container industry have
reduced the number of competitors. Currently, Ball has one principal competitor
in Canada and two primary competitors in the U.S. metal food container market.
Approximately 35 billion steel food cans were shipped in the U.S. and Canada in
1998, of which more than 4.8 billion, or approximately 14 percent, were shipped
by Ball.
In the metal food container industry, manufacturing capacity in North America
significantly exceeds market demand, resulting in a highly competitive market.
During 1996, Ball closed three facilities in North America.
North American Plastic Containers
Polyethylene terephthalate (PET) packaging is Ball's newest product line, with
1998 net sales of approximately $219 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 third 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 and through new
market introductions. In 1994 the domestic plastic container market reached $5.5
billion in sales, surpassing the size of the glass container market for the
first time. The latest projections available indicate that the growth in the PET
market over the next two years is expected to be between 10 and 15 percent.
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.
During the early 1990s, PET resin usage grew to the point that in 1995 the
demand for PET resins in North America exceeded supply. However, the expansion
of the global PET resin market since 1995 has resulted in resin prices
decreasing significantly since that time. These lower prices have been passed on
to the customer, resulting in lower sales price per unit.
Ball has secured long-term customer supply agreements, principally for
carbonated beverage and water containers. Other products such as juice and beer
containers are potential candidates for expanding the business.
International Packaging Operations
As part of Ball's initiative to expand its presence internationally, in early
1997 the Company acquired a controlling interest in M.C. Packaging (Hong Kong)
Limited (M. C. Packaging) through Ball's majority-owned subsidiary, FTB
Packaging Limited (FTB 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 the People's Republic of China (PRC), supplying
approximately half of the two-piece aluminum beverage cans used in the PRC.
Capacity has grown rapidly in the PRC, resulting in a supply/demand imbalance.
Additionally, uncertainty in the Asian financial markets has resulted in a
decrease in exports of Company products from Hong Kong to other Asian countries.
As per capita consumption in the PRC is significantly lower than in more
developed countries and per capita income in the PRC is rising, there is
significant potential for strong demand growth. In the interim, however, Ball
has elected to delay the start-up of two facilities originally expected to
become operational in 1998 and to close, in the early part of 1999, two of its
plants located in the PRC and remove from service certain manufacturing
equipment at a third plant.
FTB Packaging and M.C. Packaging combined operate more than 20 manufacturing
ventures in the PRC. The Beijing manufacturing facility is one of the most
technologically advanced plants in the PRC with the fastest line-speed capacity
in that country. FTB Packaging's 35 percent owned affiliate, Sanshui Jianlibao
FTB Packaging Limited, is the largest can manufacturing facility in the PRC in
terms of production capacity. For more information on operations in the PRC, see
Item 2, Properties, and Exhibit 21.1, Subsidiary List.
The Company has a minority equity position in a joint venture that manufactures
two-piece beverage cans in the Philippines. It is also a 50 percent equity owner
of a joint venture with BBM Participacoes S.A. to produce two-piece aluminum
cans and ends in Brazil. The affiliate in Brazil has a can plant which became
operational in early 1997 and an end plant which became operational in late
1997. Ball also participates in joint ventures in Thailand, Russia and Taiwan.
The Company also provides manufacturing technology and assistance to numerous
can manufacturers around the world.
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 13 percent of
consolidated net sales in 1998.
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 90 percent of this segment's sales in 1998.
Within aerospace systems, industry trends have not changed significantly, with
Department of Defense and NASA budgets remaining relatively flat. However, there
is a growing worldwide market for commercial space activities, and Ball believes
there are significant international opportunities in which the Company could
participate. With the continuing consolidation of the industry, competition for
business will remain strong.
Aerospace Systems
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 markets.
Among the 1998 highlights was the launch of the Ball-built GEOSAT Follow-On
operational radar altimeter satellite in February. Ball Aerospace and COM DEV
International, Ltd. of Canada formed Laser Communications International (LCI) to
develop laser communication terminals for satellite communication systems. The
Ball-built NICMOS instrument aboard the Hubble Space Telescope revealed the
faintest galaxies ever seen and possibly the farthest known objects in the
universe. Work was completed on the QuickSCAT spacecraft, NASA's first Rapid
Spacecraft Acquisition award and Ball's first commercial spacecraft product. The
division was awarded three separate Earth Science missions from NASA to build
hardware to study clouds, aerosols and volcanic ash and their effects on the
Earth's dynamic systems. The division received its ISO 9001 certification in
December.
Telecommunication Products
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 1998 milestones was the introduction of a new product called
jeTVision, which enables airplane passengers to view the same real-time
television programming available in their homes. The Wireless Communications
Products unit unveiled its new eXsite family of PCS Base Station Antennas for
polarization diversity applications. The Wireless Communications Products unit
is a provider of high-performance antennas for cellular, PCS, wireless local
loop and mobile satellite services.
Backlog
Backlog of the aerospace and technologies segment was approximately $296 million
at December 31, 1998, and $267 million at December 31, 1997, and consists of the
aggregate contract value of firm orders, excluding amounts previously recognized
as revenue. The 1998 backlog includes approximately $194 million which is
expected to be billed during 1999, 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 $144 million at
December 31, 1998. Year-to-year comparisons of backlog are not necessarily
indicative of the trend of future operations.
The Company's aerospace and technologies segment has contracts with the U.S.
Government which have standard termination provisions. The government retains
the right to terminate contracts at its convenience. However, if contracts are
terminated, Ball is entitled to be reimbursed for allowable costs and profits to
the date of termination relating to authorized work performed to such date. U.S.
Government contracts are also subject to reduction or modification in the event
of changes in government requirements or budgetary constraints.
Patents
In the opinion of the Company, none of its active patents is essential to the
successful operation of its business as a whole.
Research and Development
The "Research and Development" note in the 1998 Annual Report to Shareholders
contains information on Company research and development activity and is
incorporated herein by reference.
Environment
Aluminum, steel and PET containers are recyclable, and significant amounts of
used containers are being recycled and diverted from the solid waste stream.
Using the most recent data available, in 1997 approximately 67 percent of
aluminum containers and 61 percent of steel cans sold in the U.S. were recycled.
In 1997, again the most recent data available, approximately 25 percent of the
PET soft drink containers, and approximately 24 percent of all plastic
containers, sold in the U.S. were recycled.
Compliance with federal, state and local laws relating to protection of the
environment has not had a material, adverse effect upon capital expenditures,
earnings or competitive position of the Company. As more fully described under
Item 3, Legal Proceedings, the U. S. Environmental Protection Agency and various
state environmental agencies have designated the Company as a potentially
responsible party, along with numerous other companies, for the cleanup of
several hazardous waste sites. However, the Company's information at this time
does not indicate that these matters will have a material, adverse effect upon
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.
Employees
At the end of February 1999, the Company employed approximately 12,100 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 located in Broomfield, Colorado. The offices for
metal packaging operations are in Westminster, Colorado. Also located in
Westminster is the Edmund F. Ball Technical Center, which serves as a research
and development facility, primarily for the metal packaging operations. The
offices, pilot line and research and development center for the plastic
container business are located in Smyrna, Georgia.
Ball Aerospace & Technologies Corp. offices are located in Boulder and
Broomfield, Colorado. The Colorado-based operations of this business occupy a
variety of Company owned and leased facilities in Boulder, Broomfield and
Westminster, which together aggregate approximately 1,200,000 square feet of
office, laboratory, research and development, engineering and test, and
manufacturing space. Other aerospace and technologies operations include
facilities in California, Georgia, New Mexico, Ohio, Texas and Virginia.
Information regarding the approximate size of the manufacturing locations for
significant packaging operations which are owned by the Company, except where
indicated otherwise, follows. Facilities in the process of being shut down have
been excluded from the list. Where certain locations include multiple
facilities, the total approximate size for the location is noted. In addition to
the manufacturing facilities, the Company leases warehousing space.
Approximate
Floor Space in
Plant Location Square Feet
Metal packaging manufacturing facilities:
North America
Blytheville, Arkansas (leased) 29,000
Springdale, Arkansas 290,000
Richmond, British Columbia 194,000
Fairfield, California 340,000
Torrance, California 265,000
Golden, Colorado 500,000
Tampa, Florida 512,000
Moultrie, Georgia 152,000
Kapolei, Hawaii 132,000
Monticello, Indiana 356,000
Kansas City, Missouri 225,000
Saratoga Springs, New York 153,000
Wallkill, NY 314,000
Reidsville, North Carolina 287,000
Salisbury, North Carolina 162,000
Columbus, Ohio 167,000
Findlay, Ohio 733,000
Burlington, Ontario 308,000
Hamilton, Ontario 360,000
Whitby, Ontario 200,000
Guayama, Puerto Rico 225,000
Baie d'Urfe, Quebec 211,000
Chestnut Hill, Tennessee 300,000
Conroe, Texas 180,000
Fort Worth, Texas 161,000
Bristol, Virginia 241,000
Williamsburg, Virginia 400,000
Seattle, Washington 166,000
Weirton, West Virginia (leased) 85,000
DeForest, Wisconsin 45,000
Milwaukee, Wisconsin 161,000
Asia
Beijing, PRC 272,000
E-zhou, Hubei (Wuhan), PRC 193,000
Hong Kong, PRC 453,000
Panyu, PRC 207,000
Shenzhen, PRC 271,000
Tianjin, PRC 318,000
Xi'an, PRC 251,000
Zhuhai, PRC 180,000
Approximate
Floor Space in
Plant Location Square Feet
Plastic packaging manufacturing facilities:
North America
Chino, California (leased) 240,000
Ames, Iowa (leased) 250,000
Delran, New Jersey (leased) 450,000
Baldwinsville, New York (leased) 240,000
Asia
Hong Kong, PRC (leased) 46,000
Taicang, Jiangsu, PRC (leased) 126,000
Tianjin, PRC 42,000
Tianjin, PRC (leased) 5,000
In addition to the consolidated manufacturing facilities, the Company has
ownership interests of 50 percent or less in packaging affiliates located in the
PRC, Brazil, Thailand, Taiwan and the Philippines.
Item 3. Legal Proceedings
As previously reported, the U.S. Environmental Protection Agency (EPA) considers
the Company to be a Potentially Responsible Party (PRP) with respect to the
Lowry Landfill (site) located east of Denver, Colorado. On June 12, 1992, the
Company was served with a lawsuit filed by the City and County of Denver
(Denver) and Waste Management of Colorado, Inc., seeking contribution from the
Company and approximately 38 other companies. The Company filed its answer
denying the allegations of the Complaint. On July 8, 1992, the Company was
served with a third-party complaint filed by S.W. Shattuck Chemical Company,
Inc., seeking contribution from the Company and other companies for the costs
associated with cleaning up the Lowry Landfill. The Company denied the
allegations of the complaint.
In July 1992, the Company entered into a settlement and indemnification
agreement with Denver, Chemical Waste Management, Inc., and Waste Management of
Colorado, Inc. (collectively Waste), pursuant to which Denver and Waste
dismissed their lawsuit against the Company and Waste agreed to defend,
indemnify and hold harmless the Company from claims and lawsuits brought by
governmental agencies and other parties relating to actions seeking
contributions or remedial costs from the Company for the cleanup of the site.
Several other companies which are defendants in the above-referenced lawsuits
had already entered into the settlement and indemnification agreement with
Denver and Waste. Waste Management, Inc., has agreed to guarantee the
obligations for Chemical Waste Management, Inc., and Waste Management of
Colorado, Inc. Denver and Waste may seek additional payments from the Company if
the response costs related to the site exceed $319 million. The Company might
also be responsible for payments (calculated in 1992 dollars) for any additional
wastes which may have been disposed of by the Company at the site but which are
identified after the execution of the settlement agreement.
At this time, there are no Lowry Landfill actions in which the Company is
actively involved. Based on the information available to the Company at the
present time, the Company believes that this matter will not have a material
adverse effect upon the financial condition of the Company.
As previously reported, the Company has been notified by Chrysler Corporation
(Chrysler) that Chrysler, Ford Motor Company (Ford), and General Motors
Corporation have been named in a lawsuit filed in the U.S. District Court in
Reno, Nevada, by Jerome Lemelson, alleging infringement of three of his vision
inspection system patents used by defendants. One or more of the vision
inspection systems used by the defendants may have been supplied by the
Company's former Industrial Systems Division (Division) or it predecessors. The
suit sought injunctive relief and unspecified damages. Chrysler notified the
Company that the Division may have indemnification responsibilities to Chrysler.
The Company responded to Chrysler that it appeared at that time that the systems
sold to Chrysler by the Company either were not covered by the identified
patents or were sold to Chrysler before the patents were issued. On June 16,
1995, the Magistrate of the U.S. District Court declared the patents of Lemelson
unenforceable because of the long delays in prosecution. On April 28, 1997, the
U.S. District Court Judge vacated the report and recommendation of the U.S.
Magistrate. On August 20, 1997, the U.S. Court of Appeals for the Federal
Circuit denied Ford's petition for permission to appeal. The Company believes
that the issues in this case have been settled and that this case is now
concluded. In addition, under an agreement in connection with the spin-off of
Alltrista Corporation from Ball in 1993, Alltrista has agreed to indemnify Ball
for liabilities arising from this matter. Based on this information, the Company
believes that this case and the Company's alleged indirect involvement as a
machine vision inspection system supplier to Chrysler will not result in any
material adverse effect upon the financial condition of the Company.
As previously reported, on April 24, 1992, the Company was notified by the
Muncie Race Track Steering Committee (Steering Committee) that the Company,
through its former Consumer Products Division and former Zinc Products Division,
may be a PRP with respect to waste disposal at the Muncie Race Track Site
located in Delaware County, Indiana. The Steering Committee alleges that the
Company was a contributor to the site. The Steering Committee requested that the
Company pay 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, on August 1, 1997, the EPA sent notice of potential
liability letters to 19 owners, operators, and waste generators concerning past
activities at one or more of the four Rocky Flats parcels at the Rocky Flats
Industrial Park site located in Jefferson County, Colorado. Based upon sampling
at the site in 1996, the EPA determined that additional site work would be
required to determine the extent of contamination and the possible cleanup of
the site. The EPA requested the letter recipients conduct an engineering
evaluation and cost analysis (EE/CA) of the site. Fourteen companies, including
the Company, have agreed to undertake the study. The EPA is also seeking
reimbursement for approximately $1.5 million which it has spent at the site. On
December 19, 1997, the EPA issued an Administrative Order to conduct the EE/CA
to 18 owners, operators, and generators associated with the site. The EPA
alleges that the Company is the ninth largest generator of the thirteen
generators issued Administrative Orders. The PRP group has undertaken the EE/CA
at a cost of about $850,000, of which the Company has paid approximately
$70,000. Based upon the information available to the Company at this time, the
Company does not believe that this matter will have a material adverse effect
upon the financial condition of the Company.
As previously reported, the Company was notified on June 19, 1989, that the EPA
has designated the Company and numerous other companies as PRPs responsible for
the cleanup of certain hazardous wastes that were released at the Spectron,
Inc., site located in Elkton, Maryland. In December 1989, the Company, along
with other companies whose alleged hazardous waste contributions to the
Spectron, Inc., site were considered to be de minimis, entered into a settlement
agreement with the EPA for cleanup costs incurred in connection with the removal
action of aboveground site areas. By a letter dated September 29, 1995, the
Company along with other above-described PRPs, were notified by the EPA that it
was negotiating with the large volume PRPs another consent order for performance
of a site environmental study as a prerequisite to long-term remediation. The
EPA and the large-volume PRPs have stated that a second de minimis buyout for
settlement of liability for performance of all environmental studies and site
remediation is being formulated and an offer to participate therein has been
made to the Company. The Company has joined with a group of de minimis PRPs to
negotiate a reduction (i.e., a lower price per gallon assessment) in the
proposed de minimis settlement offer. The Company's information at this time
does not indicate that this matter will have a material adverse effect upon 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 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 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, on or about June 14, 1990, the El Monte plant of
Ball-InCon Glass Packaging Corp., a then wholly owned subsidiary of the Company
[renamed Ball Glass Container Corporation (Ball Glass)], the assets of which
were contributed in September 1995 into a joint venture with Compagnie de
Saint-Gobain (Saint-Gobain), now known as Ball-Foster Glass Container Co.,
L.L.C., and wholly owned by Saint Gobain, received a general notification letter
and information request from the EPA, Region IX, notifying Ball Glass that it
may have a potential liability as defined in Section 107(a) of the Comprehensive
Environmental Response, Compensation and Liability Act (CERCLA) with respect to
the San Gabriel Valley areas 1-4 Superfund Sites located in Los Angeles County,
California. The EPA requested certain information from Ball Glass, and Ball
Glass responded. The Company received notice from the City of El Monte that,
pursuant to a proposed city economic redevelopment plan, the City proposed to
commence groundwater cleanup by a pump and treat remediation process. A PRP
group organized and drafted a PRP group agreement, which Ball Glass executed.
The PRP group retained an environmental engineering firm to critique the EPA
studies and any proposed remediation.
The PRP group completed negotiations with the EPA over the terms of the
administrative consent order, statement of work for the remedial investigation
phase of the cleanup, and the interim allocation arrangement between PRP group
members to fund the remedial investigation. The interim allocation approach
requires that any payment will be based upon contribution to pollution. Ball's
interim allocation is 5.79%. The administrative consent order was executed by
the PRP group and the EPA. The EPA also accepted the statement of work for the
remedial investigation phase of the cleanup. The PRP group retained an
environmental engineering consulting firm to perform the remedial investigation.
As required under the administrative consent order, the group submitted to the
EPA copies of all environmental studies conducted at the plant, the majority of
which had already been furnished to the State of California. The EPA then
approved the work plan, project management plan, and the data management plan
portions of the PRP group's proposed remedial investigation/feasibility study
(RI/FS). The group funded the RI/FS. The environmental consulting firm retained
by the PRP group submitted to the EPA its Feasibility Study Technical Memorandum
1 concerning the site. Five potential remedial action plans were identified in
the study ranging from no action to an extensive groundwater remediation project
for both shallow and deep aquifers. The cost of such remedies range from minimal
costs for no action to between $10.5 to 25 million for the three groundwater
pump and treat options proposed. The PRP group is negotiating with the EPA over
the remedy selections for the Record of Decision and has formed an allocation
committee for making final allocation of remediation costs between group
members. The EPA has informally told the PRP group that it will likely choose
the most extensive of the proposed remedies for incorporation into the Record of
Decision. The PRP group believes the selection of such a remedy is premature in
that the PRP group is still evaluating additional remedial options. The PRP
group is commencing the final allocation process but 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 at the
Company's metal beverage container plant in Saratoga Springs, New York, filed a
workers' compensation claim alleging that he suffers from a form of leukemia
that was caused by his exposure to certain chemicals used in the plant. The
Company denied the charge, and hearings on the matter were held before the
Workers' Compensation Board of the State of New York. The testimony was
concluded in April 1996. On January 14, 1997, the Administrative Law Judge
(ALJ) filed his Memorandum of Decision finding in favor of the claimant. The
decision was appealed, and the Workers' Compensation Board remanded the case
back to the ALJ for further findings. The ALJ entered a decision against the
Company on January 8, 1998, as corrected on February 2, 1998 and February 4,
1998. The Company appealed all of the decisions to the Appeals Bureau of the
Workers' Compensation Board on February 6, 1998. Based on the information
available to the Company at this time, the Company believes that this matter
will not result in any material adverse effect upon the financial condition of
the Company.
As previously reported, on or about December 31, 1992, William Hallahan and his
wife filed suit in the Supreme Court of the State of New York, County of
Saratoga, against certain manufacturers of solvents, coatings and equipment
including Somerset Technologies Inc. and Belvac Production Machinery seeking
damages in the amount of $15 million for allegedly causing leukemia by exposing
him to harmful toxins. Somerset and Belvac filed third-party complaints seeking
contribution from the Company for damages that they might be required to pay
William Hallahan. Based upon information available to the Company at this time,
the Company believes that this matter will not have a material adverse effect
upon the financial condition of the Company.
As previously reported, on January 5, 1996, an individual named Tangee E.
Daniels, on behalf of herself and two minor children and four other plaintiffs,
served the Company with a lawsuit filed in the 193rd Judicial District Court of
Dallas County, Texas. The suit alleges that the Company's metal beverage
container operations and over 50 other defendants disposed of certain hazardous
waste at the hazardous waste disposal site operated by Gibraltar Chemical
Resources, Inc., located in Winona, Smith County, Texas. The lawsuit also
alleges that American Ecology Corp., American Ecology Management Corp., Mobley
Environmental Services, Inc., John A. Mobley, James Mobley, Daniel Mobley and
Thomas Mobley were managers for Gibraltar and failed to appropriately manage the
waste disposed of or treated at the Gibraltar site, resulting in release of
hazardous substances into the environment. The plaintiffs allege that they have
been denied the enjoyment of their property and have sustained personal and
bodily injury and damages due to the release of hazardous waste and toxic
substances into the environment caused by all the defendants. The plaintiffs
allege numerous causes of action under state law and common law. Plaintiffs also
seek to recover damages for past, present, and future medical treatment; mental
and emotional anguish and trauma; loss of wages and earning capacity; and
physical impairment, as well as punitive damages and prejudgment interest in
unspecified amounts. On May 4, 1998, the plaintiffs in the Daniels lawsuit filed
for an involuntary dismissal of their complaint without prejudice. Three other
lawsuits have been filed against substantially the same defendants: Williams v.
Akzo Nobel Chemicals, Inc. (filed on January 2, 1996 in the District Court of
Smith County, Texas, dismissed but appealed); and Steich v. Akzo et al., (filed
March 4, 1996 in the 241st Judicial District Court of Smith County, Texas,
voluntarily dismissed without prejudice); and Adams v. Akzo et al (filed August
30, 1996 in the 236th Judicial District Court of Tarrant County, Texas). The
Company is a party defendant in each lawsuit. The Company has denied the
allegations of each complaint and is defending each matter. 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 these
matters.
As previously reported, on September 21, 1998, the Daiei, Inc., (Daiei), a
Japanese corporation, with its principal place of business in Tokyo, Japan, sued
the Company in U.S. District Court, Southern District of Indiana, Evansville
Division. Daiei alleges it is engaged in the retail sale of consumer goods and
food products at stores throughout Japan. Daiei alleges that it purchased
defective beer cans filled with beer from Evansville Brewing Company, Inc. (EBC)
between April 5, 1995, and July 20, 1995. Daiei further alleges that the metal
containers were defectively assembled and sealed by EBC at its production
facility in Evansville, Indiana, upon a machine which was inspected by
representatives of Ball. Daiei further alleges that Ball breached its warranty
to provide metal containers that performed in a commercially reasonable manner,
and that Ball's representatives were negligent in the repair of the sealing
equipment owned by EBC. Daiei seeks damages for the lost containers and product
in the amount of approximately $6.0 million. The Company has retained counsel
and is defending this case. Based upon the information available to the Company
at the present time, the Company does not believe that this matter will have a
material adverse effect upon the financial condition of the Company.
Item 4. Submission of Matters to Vote of Security Holders
There were no matters submitted to the security holders during the fourth
quarter of 1998.
Part II
Item 5. Market for the Registrant's Common Stock and Related Stockholder Matters
Ball Corporation common stock (BLL) is traded on the New York, Chicago and
Pacific Stock Exchanges. There were 6,923 common shareholders of record
on March 1, 1999.
Other information required by Item 5 appears under the caption, "Quarterly Stock
Prices and Dividends," in the 1998 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, 1998,
appearing in the section titled, "Five-Year Review of Selected Financial Data,"
of the 1998 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 1998 Annual Report to Shareholders is incorporated herein by
reference.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
The information required by Item 7A appears under the caption, "Financial and
Derivative Instruments and Risk Managment," within the "Management's Discussion
and Analysis of Financial Condition and Results of Operations" section of the
1998 Annual Report to Shareholders, which is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes thereto of the 1998 Annual
Report to Shareholders, together with the report thereon of
PricewaterhouseCoopers LLP, dated January 27, 1999, included in the 1998 Annual
Report to Shareholders, are incorporated herein by reference.
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
There were no matters required to be reported under this item.
Part III
Item 10. Directors and Executive Officers of the Registrant
The executive officers of the Company as of December 31, 1998 were as
follows:
1. George A. Sissel, 62, 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, 53, 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, 59, 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, 56, Vice President and General Counsel, since April 1998;
Vice President, Assistant Corporate Secretary and General Counsel,
1997-1998; General Counsel and Assistant Corporate Secretary, 1995-1997;
Associate General Counsel and Assistant Corporate Secretary, 1990-1995;
Associate General Counsel, 1983-1990; Assistant General Counsel, 1980-1983;
Senior Attorney, 1978-1980; General Attorney, 1974-1978.
5. Albert R. Schlesinger, 57, Vice President and Controller, since January
1987; Assistant Controller, 1976-1986.
6. Raymond J. Seabrook, 47, Senior Vice President, Finance, since April 1998;
Vice President, Planning and Control, 1996-1998; Vice President and
Treasurer, 1992-1996; Senior Vice President and Chief Financial Officer,
Ball Packaging Products Canada, Inc., 1988-1992.
7. Harold L. Sohn, 52, Vice President, Corporate Relations, since March 1993;
Director, Industry Affairs, Packaging Products, 1988-1993.
8. David A. Westerlund, 48, Senior Vice President, Administration, since April
1998; Vice President, Administration, 1997-1998; Vice President, Human
Resources, 1994-1997; Senior Director, Corporate Human Resources, July
1994-December 1994; Vice President, Human Resources and Administration,
Ball Glass Container Corporation, 1988-1994; Vice President, Human
Resources, Ball-InCon Glass Packaging Corp., 1987-1988.
Other information required by Item 10 appearing under the caption, "Director
Nominees and Continuing Directors," on pages 3 through 5 and under the caption,
"Section 16(a) Beneficial Ownership Reporting Compliance" on page 15 of the
Company's proxy statement filed pursuant to Regulation 14A dated March 15, 1999,
is incorporated herein by reference.
Item 11. Executive Compensation
The information required by Item 11 appearing under the caption, "Executive
Compensation," on pages 7 through 13 of the Company's proxy statement filed
pursuant to Regulation 14A dated March 15, 1999, is incorporated herein by
reference. Additionally, the Merger Related, Special Incentive Plan for
Operating Executives was created, in part, to incentivize the successful
integration of the Reynolds Metals Company can division into the Ball
Corporation Metal Beverage Operations. The Plan provides for certain cash
incentive payments if certain performance criteria are met over a 39-month
period beginning October 1, 1998. Payments over the 39 months at target
performance under this Plan should approximate $7 million. No named executive
officer participates in any cash incentive payment under the Plan.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 appearing under the caption, "Voting
Securities and Principal Shareholders," on pages 1 and 2 of the Company's proxy
statement filed pursuant to Regulation 14A dated March 15, 1999, 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 15, 1999, 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 1998 Annual Report to Shareholders
are incorporated by reference in Part II, Item 8:
Consolidated statement of income - Years ended December 31, 1998, 1997
and 1996
Consolidated balance sheet - December 31, 1998 and 1997
Consolidated statement of cash flows - Years ended December 31, 1998,
1997 and 1996
Consolidated statement of changes in shareholders' equity
and comprehensive income (loss) - Years ended December 31, 1998, 1997
and 1996
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 was filed December 17, 1998, reporting under
Item 5 of Regulation S-X an announcement by Ball Corporation of its intent
to close two metal beverage can plants in the U.S. and two in the People's
Republic of China.
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 29, 1999
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 29, 1999
(2) Principal Financial Accounting Officer:
Vice Chairman and Chief
/s/R. David Hoover Financial Officer
-----------------------------------------
R. David Hoover March 29, 1999
(3) Controller:
/s/Albert R. Schlesinger Vice President and Controller
-----------------------------------------
Albert R. Schlesinger March 29, 1999
(4) A Majority of the Board of Directors:
/s/Frank A. Bracken * Director
-----------------------------------------
Frank A. Bracken March 29, 1999
/s/Howard M. Dean * Director
-----------------------------------------
Howard M. Dean March 29, 1999
/s/John T. Hackett * Director
-----------------------------------------
John T. Hackett March 29, 1999
/s/R. David Hoover * Director
-----------------------------------------
R. David Hoover March 29, 1999
/s/John F. Lehman * Director
-----------------------------------------
John F. Lehman March 29, 1999
/s/George McFadden * Director
-----------------------------------------
George McFadden March 29, 1999
/s/Ruel C. Mercure, Jr. * Director
-----------------------------------------
Ruel C. Mercure, Jr. March 29, 1999
/s/Jan Nicholson * Director
-----------------------------------------
Jan Nicholson March 29, 1999
Chairman, Chief Executive
/s/George A. Sissel * Officer and Director
-----------------------------------------
George A. Sissel March 29, 1999
/s/William P. Stiritz * Director
-----------------------------------------
William P. Stiritz March 29, 1999
*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 29, 1999
Ball Corporation and Subsidiaries
Annual Report on Form 10-K
For the year ended December 31, 1998
Index to Exhibits
Exhibit
Number Description of Exhibit
------- --------------------------------------------------------------------
3.i Amended Articles of Incorporation as of November 26, 1990
(filed by incorporation by reference to the Current Report on
Form 8-K dated November 30, 1990) filed December 13, 1990.
3.ii Bylaws of Ball Corporation as amended September 26, 1998. (Filed
herewith.)
4.1(a) Senior Note Indenture, dated August 10, 1998, among Ball
Corporation, certain subsidiary guarantors of Ball Corporation
and The Bank of New York, as Senior Note Trustee (filed by
incorporation by reference to the Current Report on Form 8-K
dated August 10, 1998) filed August 25, 1998.
4.1(b) Senior Registration Rights Agreement, dated August 10, 1998,
among Ball Corporation, Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BancAmerica Robertson
Stephens, First Chicago Capital Markets, Inc. and certain
subsidiary guarantors of Ball Corporation (filed by incorporation
by reference to the Current Report on Form 8-K dated August 10,
1998) filed August 25, 1998.
4.2(a) Senior Subordinated Note Indenture, dated August 10, 1998, among
Ball Corporation, certain subsidiary guarantors of Ball Corporation
and The Bank of New York, as Senior Subordinated Note Trustee
(filed by incorporation by reference to the Current Report on Form
8-K dated August 10, 1998) filed August 25, 1998.
4.2(b) Senior Subordinated Registration Rights Agreement, dated August 10,
1998, among Ball Corporation, Lehman Brothers Inc., Merrill Lynch,
Pierce, Fenner & Smith Incorporated, BancAmerica Robertson
Stephens, First Chicago Capital Markets, Inc. and certain subsidiary
guarantors of Ball Corporation (filed by incorporation by
reference to the Current Report on Form 8-K dated August 10,
1998) filed August 25, 1998.
4.3 Dividend distribution payable to shareholders of record on
August 4, 2006, of one preferred stock purchase right for each
outstanding share of common stock under the Rights Agreement
dated as of July 24, 1996, between the Company and The First
Chicago Trust Company of New York (filed by incorporation by
reference to the Form 8-A Registration Statement, No. 1-7349,
dated August 1, 1996, and filed August 2, 1996, and to the
Company's Form 8-K Report dated February 13, 1996, and filed
February 14, 1996).
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 22 , 1996)
filed May 15, 1996.
10.8 Stock Purchase Agreement dated as of June 29, 1989, between
Ball Corporation and Mellon Bank, N.A. (filed by incorporation
by reference to the Quarterly Report on Form 10-Q for the
quarter ended July 2, 1989) filed August 15, 1989.
10.9 Ball Corporation 1986 Deferred Compensation Plan for Directors,
as amended October 27, 1987 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1990) filed April 1, 1991.
10.10 1991 Restricted Stock Plan for Nonemployee Directors of Ball
Corporation (filed by incorporation by reference to the Form
S-8 Registration Statement, No. 33-40199) filed April 26, 1991.
10.11 Ball Corporation Economic Value Added Incentive Compensation
Plan dated January 1, 1994 (filed by incorporation by reference
to the Annual Report on Form 10-K for the year ended December
31, 1994) filed March 29, 1995.
10.12 Ball Corporation 1997 Stock Incentive Plan (filed by
incorporation by reference to the Form S-8 Registration
Statement, No. 333-26361), filed May 1, 1997.
10.13 Agreement and Plan of Merger among Ball Corporation, Ball Sub Corp.
and Heekin Can, Inc. dated as of December 1, 1992, and as amended
as of December 28, 1992 (filed by incorporation by reference to the
Registration Statement on Form S-4, No. 33-58516) filed
February 19, 1993.
10.14 Distribution Agreement between Ball Corporation and Alltrista
(filed by incorporation by reference to the Alltrista
Corporation Form 8, Amendment No. 3 to Form 10, No. 0-21052,
dated December 31, 1992) filed March 17, 1993.
10.15 1993 Stock Option Plan (filed by incorporation by reference to the
Form S-8 Registration Statement, No. 33-61986) filed April 30, 1993.
Exhibit
Number Description of Exhibit
------- --------------------------------------------------------------------
10.16 Retirement Agreement dated June 17, 1994, between Delmont A.
Davis and Ball Corporation (filed by incorporation by reference
to the Quarterly Report on Form 10-Q for the quarter ended July
3, 1994) filed August 17, 1994.
10.17 Ball-InCon Glass Packaging Corp. Deferred Compensation Plan, as
amended July 1, 1994 (filed by incorporation by reference to
the Quarterly Report on Form 10-Q for the quarter ended July 3,
1994) filed August 17, 1994.
10.18 Retention Agreement dated June 22, 1994, between Donovan B.
Hicks and Ball Corporation (filed by incorporation by reference
to the Quarterly Report on Form 10-Q for the quarter ended July
3, 1994) filed August 17, 1994.
10.19 Ball Corporation Supplemental Executive Retirement Plan (filed
by incorporation by reference to the Quarterly Report on Form
10-Q for the quarter ended October 2, 1994) filed November 15,
1994.
10.20 Ball Corporation Split Dollar Life Insurance Plan (filed by
incorporation by reference to the Quarterly Report on Form 10-Q
for the quarter ended October 2, 1994) filed November 15, 1994.
10.21 Ball Corporation Long-Term Cash Incentive Plan, dated October
25, 1994, as amended October 23, 1996 (filed by incorporation
by reference to the Quarterly Report on Form 10-Q for the
quarter ended September 29, 1996) filed November 13, 1996.
10.22a Ball Corporation Merger Related, Special Incentive Plan for
Operating Executives which provides for Stock Option grants in
which the five named executive officers participate and which
grants are referred to in the Executive Compensation section in
the Ball Corporation Proxy Statement dated March 15, 1999. (The
form of the option grants is filed herewith).
10.22b Ball Corporation Merger Related, Special Incentive Plan for
Operating Executives which provides for Restricted Stock grant
in which the five named executive officers participate and
which grants are referred to in the Executive Compensation
section of the Ball Corporation Proxy Statement dated March 15,
1999. (The form of the restricted grants is filed herewith.)
10.22c Ball Corporation Merger Related Special Incentive Plan for
Operating Executives which provides for certain cash incentive
payments based upon the attainment of certain performance
criteria. This plan is referred to in Item 11, the Executive
Compensation section of this Form 10-K. (The form of the plan
is filed herewith.)
10.23 Asset Purchase Agreement dated June 26, 1995, among Foster
Ball, L.L.C. (since renamed Ball-Foster Glass Container Co.,
L.L.C.), Ball Glass Container Corporation and Ball Corporation
(filed by incorporation by reference to the Current Report on
Form 8-K dated September 15, 1995) filed September 29, 1995.
Exhibit
Number Description of Exhibit
-------- --------------------------------------------------------------------
10.24 Foster Ball, L.L.C. (since renamed Ball-Foster Glass Container Co.,
L.L.C.) Amended and Restated Limited Liability Company Agreement
dated June 26, 1995, among Saint-Gobain Holdings I Corp., BG
Holdings I, Inc. and BG Holdings II, Inc. (filed by incorporation
by reference to the Current Report on Form 8-K dated September 15,
1995) filed September 29, 1995.
10.25 Asset Purchase Agreement dated August 10, 1998, among Ball
Corporation and its Ball Metal Beverage Container Corp. and
Reynolds Metals Company (filed by incorporation by reference to
the Current Report on Form 8-K dated August 10, 1998) filed
August 25, 1998.
10.26 Part-Time Employment, Retirement and Consulting Services
Agreement between Duane E. Emerson and Ball Corporation dated
January 14, 1997 (filed by incorporation by reference to the
Annual Report on Form 10-K for the year ended December 31,
1998) filed March 31, 1998.
10.27 Agreement and General Release between David B. Sheldon and Ball
Corporation dated February 7, 1997 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1998) filed March 31, 1998.
10.28 Consulting Agreement between The Cygnus Enterprise Development
Corp. (for which Donovan B. Hicks is managing partner) and Ball
Corporation dated January 1, 1997 (filed by incorporation by
reference to the Annual Report on Form 10-K for the year ended
December 31, 1998) filed March 31, 1998.
10.29 Form of Severance Agreement (Change of Control Agreement) which
exists between the Company and its executive officers (filed by
incorporation by reference to the Annual Report on Form 10-K
for the year ended December 31, 1988) filed March 25, 1989.
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 1998 Annual
Report to Shareholders). (Filed herewith.)
12.1 Statement re: Computation of Ratio of Earnings to Fixed Charges.
(Filed herewith.)
13.1 Ball Corporation 1998 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.
Exhibit
Number Description of Exhibit
-------- --------------------------------------------------------------------
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, 1998.
(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.)