UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
December 19, 2002
(Date of earliest event reported)
Commission file number 1-7349
BALL CORPORATION
(Exact name of Registrant as specified in its charter)
Indiana 1-7349 35-0160610
(State of Incorporation) (Commission File No.) (IRS Employer
Identification No.)
10 Longs Peak Drive, P.O. Box 5000, Broomfield, CO 80021-2510
(Address of principal executive offices, including ZIP code)
(303) 469-3131
(Registrant's telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Ball Corporation
Current Report on Form 8-K
Dated December 19, 2002
Item 2. Acquisition or Disposition of Assets.
On December 19, 2002, Ball Corporation (the "Company"), through an
indirect, wholly-owned subsidiary, completed the acquisition (the "Acquisition")
of 100% of the capital stock of Schmalbach-Lubeca GmbH ("Schmalbach"), the
second largest manufacturer of metal beverage containers in Europe, from
Schmalbach-Lubeca Holdings GmbH ("S-L Holdings"). The Acquisition was
accomplished pursuant to, and in accordance with, the terms of a Share Sale and
Transfer Agreement, dated August 29/30, 2002 (the "Acquisition Agreement"),
among the Company, Ball Pan-European Holdings, Inc., S-L Holdings and AV
Packaging GmbH, as amended. A copy of the Acquisition Agreement was filed as
Exhibit 10.1 to Ball's Quarterly Report on Form 10-Q for the quarter ended
September 29, 2002 and the amendment to the Acquisition Agreement, dated
December 18, 2002, is filed as Exhibit 2.2 hereto and both are incorporated
herein by reference. Schmalbach will be operated as an indirect, wholly-owned
European subsidiary of the Company, and the Company intends to continue to use
the plants, equipment and other physical property obtained in the Acquisition to
produce beverage containers.
The purchase price was approximately (euro)922.3 million, or $942.3
million, subject to certain adjustments and excluding fees and expenses. The
purchase price paid by the Company was determined on the basis of arm's length
negotiations between the parties. No prior material relationships existed
between S-L Holdings and its respective affiliates, directors or officers, on
the one hand, and the Company and its respective affiliates, directors or
officers, on the other hand.
At the time the Acquisition was consummated, the Company also
refinanced approximately $389 million outstanding principal amount of its
existing indebtedness (the "Refinancing"). The Acquisition and the Refinancing
were financed by the placement of $300 million in aggregate principal amount of
6 7/8% Senior Notes due 2012 pursuant to Rule 144A and Regulation S under the
Securities Act of 1933, as amended, and new credit facilities in the amount of
up to the aggregate U.S. dollar equivalent of $1.35 billion in various tranches
(the "New Credit Facilities") with Deutsche Bank AG, New York Branch, as
Administrative Agent, The Bank of Nova Scotia, as Canadian Administrative Agent,
Deutsche Bank Securities Inc. and Banc of America Securities LLC, as Joint Lead
Arrangers, Joint Mandated Arrangers and Joint Book Managers, Bank of America,
N.A., as Syndication Agent, Bank One, NA, Lehman Commercial Paper Inc. and BNP
Paribas, as Co-Documentation Agents, and various lending institutions, of which
$1.058 billion was utilized upon consummation of the Acquisition and
Refinancing. The New Credit Facilities are more fully described below. The
purchase agreement, registration rights agreement and indenture relating to the
Senior Notes are attached hereto as Exhibits 1.1, 4.1 and 4.2, respectively.
The New Credit Facilities are comprised of term loan facilities in the
amounts of $350 million, (euro)414 million and (pound)79 million and revolving
credit facilities in an aggregate U.S. dollar equivalent amount of $450 million.
For purposes of calculating interest, loans under the New Credit Facilities will
be designated as Eurocurrency Rate Loans or, in certain circumstances, Base Rate
Loans or Canadian Prime Rate Loans. Eurocurrency Rate Loans that are U.S. dollar
denominated are expected to bear interest at the interbank eurocurrency rate
plus a borrowing margin. Eurocurrency Rate Loans that are non-U.S. dollar
denominated are expected to bear interest at the LIBOR Rate for Sterling and
EURIBOR Rate for Euros plus a borrowing margin. Base Rate Loans are expected to
bear interest at (a) the greater of (i) the rate most recently announced by
Deutsche Bank as its "prime rate" or (ii) the Federal Funds Rate plus a
borrowing margin; plus (b) a further borrowing margin. Canadian Prime Rate Loans
are expected to bear interest at the higher of (a) the annual rate of interest
announced publicly by the Canadian Administrative Agent and in effect as its
prime rate on such day for determining interest rates on Canadian
dollar-denominated commercial loans made in Canada and (b) the CDOR Rate in
effect on such date plus a borrowing margin.
The New Credit Facilities are guaranteed by the Company and all of its
present and future material domestic subsidiaries. The New Credit Facilities are
secured by a valid first priority perfected lien or pledge on 100% of the stock
of each of the Company's present and future direct and indirect material
domestic subsidiaries and 65% of the stock of a European holding company formed
under Luxembourg law and any other present and future material first tier
foreign subsidiaries, to the extent owned by the Company and its domestic
subsidiaries, subject to certain exceptions. The obligations under the Canadian
portion of the revolving credit facility are also (i) guaranteed by Ball North
America, Inc., the Canadian borrower's parent and any future material Canadian
subsidiaries and (ii) secured by a lien or pledge on 100% of stock of the
Canadian borrower and any future material Canadian subsidiaries. The obligations
of the European borrowers also are guaranteed and cross guaranteed by the
European borrower holding company and certain of the European holding company's
direct and indirect material subsidiaries and are secured by a valid first
priority perfected lien or pledge on 100% of the stock of certain of the direct
and indirect material subsidiaries of the European holding company. The credit
agreement relating to the New Credit Facilities is attached hereto as Exhibit
10.1.
Item 5. Other Events.
On December 19, 2002, the Company completed the issuance of its 6 7/8%
Senior Notes in the aggregate principal amount of $300 million pursuant to Rule
144A and Regulation S under the Securities Act of 1933, as amended. The proceeds
of the offering, net of fees and expenses, were approximately $293 million. The
Company's obligations under the 6 7/8% Senior Notes are fully and
unconditionally guaranteed by certain of the Company's existing and future
material domestic subsidiaries.
On December 19, 2002, the amendments to the Company's indentures
governing its 7 3/4% senior notes due in 2006 and its 8 1/4% senior subordinated
notes due in 2008 became operative pursuant to the terms of the Company's
previously announced consent solicitation with respect to the amendments. The
amended and restated indentures which reflect these amendments are attached
hereto as Exhibits 4.3 and 4.4.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(a) Financial Statements of Business Acquired.
The financial statements of the acquired business, Schmalbach-Lubeca
Beverage Cans, have been omitted from this report in reliance on Item 7(a)(4) of
Form 8-K and will be filed in an amendment to this Current Report on Form 8-K
within 60 days of the date hereof.
(b) Pro Forma Financial Information.
The pro forma financial information required by this item has been
omitted from this report in reliance on Item 7(b)(2) of Form 8-K and will be
filed in an amendment to this Current Report on Form 8-K within 60 days of the
date hereof.
(c) Exhibits
The following are furnished as Exhibits to this report.
Exhibit 1.1 Purchase Agreement, dated as of December 5, 2002, by and among
Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
Securities Inc., Banc of America Securities LLC, Banc One
Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
Services, LLC and certain subsidiary guarantors of Ball
Corporation.
Exhibit 2.1 Share Sale and Transfer Agreement dated August 29/30, 2002,
among Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
Pan-European Holdings, Inc. and Ball Corporation (filed by
incorporation by reference to Exhibit 10.1 to Ball Corporation's
Quarterly Report on Form 10-Q for the quarter ended September
29, 2002).
Exhibit 2.2 Amendment Agreement, dated December 18, 2002, among
Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
Pan-European Holdings, Inc., Ball Corporation and Ball (Germany)
Acquisition GmbH, amending the Share Sale and Transfer
Agreement, dated August 29/30, 2002, among Schmalbach-Lubeca
Holding GmbH, AV Packaging GmbH, Ball Pan-European Holdings,
Inc. and Ball Corporation.
Exhibit 4.1 Registration Rights Agreement, dated as of December 19, 2002, by
and among Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
Securities Inc., Banc of America Securities LLC, Banc One
Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
Services, LLC and certain subsidiary guarantors of Ball
Corporation.
Exhibit 4.2 Senior Note Indenture, dated as of December 19, 2002, by and
among Ball Corporation, certain subsidiary guarantors of Ball
Corporation and The Bank of New York, as Trustee.
Exhibit 4.3 Amended and Restated Senior Note Indenture, dated as of August
10, 1998, and amended and restated as of December 19, 2002, by
and among Ball Corporation, certain subsidiary guarantors of
Ball Corporation and The Bank of New York, as Senior Note
Trustee.
Exhibit 4.4 Amended and Restated Senior Subordinated Note Indenture, dated
as of August 10, 1998, and amended and restated as of December
19, 2002, by and among Ball Corporation, certain subsidiary
guarantors of Ball Corporation and The Bank of New York, as
Senior Subordinated Note Trustee.
Exhibit 4.5 Form of Note (included in Exhibit 4.2).
Exhibit 10.1 Credit Agreement, dated as of December 19, 2002, among Ball
Corporation, certain subsidiaries of Ball Corporation, with
Deutsche Bank AG, New York Branch, as Administrative Agent, The
Bank of Nova Scotia, as Canadian Administrative Agent, Deutsche
Bank Securities Inc. and Banc of America Securities LLC, as
Joint Lead Arrangers, Joint Mandated Arrangers and Joint Book
Managers, Bank of America, N.A., as Syndication Agent, Bank One,
NA, Lehman Commercial Paper Inc. and BNP Paribas, as
Co-Documentation Agents, and various lending institutions named
therein.
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BALL CORPORATION
(Registrant)
Date: December 31, 2002 By: /s/ Donald C. Lewis
--------------------------------
Name: Donald C. Lewis
Title: Vice President, Assistant
Corporate Secretary
and General Counsel
Ball Corporation and Subsidiaries
Form 8-K
December 19, 2002
EXHIBIT INDEX
Exhibit 1.1 Purchase Agreement, dated as of December 5, 2002, by and among
Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
Securities Inc., Banc of America Securities LLC, Banc One
Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
Services, LLC and certain subsidiary guarantors of Ball
Corporation.
Exhibit 2.1 Share Sale and Transfer Agreement dated August 29/30, 2002,
among Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
Pan-European Holdings, Inc. and Ball Corporation (filed by
incorporation by reference to Exhibit 10.1 to Ball Corporation's
Quarterly Report on Form 10-Q for the quarter ended September
29, 2002).
Exhibit 2.2 Amendment Agreement, dated December 18, 2002, among
Schmalbach-Lubeca Holding GmbH, AV Packaging GmbH, Ball
Pan-European Holdings, Inc., Ball Corporation and Ball (Germany)
Acquisition GmbH, amending the Share Sale and Transfer
Agreement, dated August 29/30, 2002, among Schmalbach-Lubeca
Holding GmbH, AV Packaging GmbH, Ball Pan-European Holdings,
Inc. and Ball Corporation.
Exhibit 4.1 Registration Rights Agreement, dated as of December 19, 2002, by
and among Ball Corporation, Lehman Brothers, Inc., Deutsche Bank
Securities Inc., Banc of America Securities LLC, Banc One
Capital Markets, Inc., BNP Paribas Securities Corp., Dresdner
Kleinwort Wasserstein-Grantchester, Inc., McDonald Investments
Inc., SunTrust Capital Markets, Inc. and Wells Fargo Brokerage
Services, LLC and certain subsidiary guarantors of Ball
Corporation.
Exhibit 4.2 Senior Note Indenture, dated as of December 19, 2002, by and
among Ball Corporation, certain subsidiary guarantors of Ball
Corporation and The Bank of New York, as Trustee.
Exhibit 4.3 Amended and Restated Senior Note Indenture, dated as of August
10, 1998, and amended and restated as of December 19, 2002, by
and among Ball Corporation, certain subsidiary guarantors of
Ball Corporation and The Bank of New York, as Senior Note
Trustee.
Exhibit 4.4 Amended and Restated Senior Subordinated Note Indenture, dated
as of August 10, 1998, and amended and restated as of December
19, 2002, by and among Ball Corporation, certain subsidiary
guarantors of Ball Corporation and The Bank of New York, as
Senior Subordinated Note Trustee.
Exhibit 4.5 Form of Note (included in Exhibit 4.2).
Exhibit 10.1 Credit Agreement, dated as of December 19, 2002, among Ball
Corporation, certain subsidiaries of Ball Corporation, with
Deutsche Bank AG, New York Branch, as Administrative Agent, The
Bank of Nova Scotia, as Canadian Administrative Agent, Deutsche
Bank Securities Inc. and Banc of America Securities LLC, as
Joint Lead Arrangers, Joint Mandated Arrangers and Joint Book
Managers, Bank of America, N.A., as Syndication Agent, Bank One,
NA, Lehman Commercial Paper Inc. and BNP Paribas, as
Co-Documentation Agents, and various lending institutions named
therein.