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TABLE OF CONTENTS
As filed with the Securities and Exchange Commission on March 1, 2006.
Registration No. 333-
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BALL CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
| Indiana (State or Other Jurisdiction of Incorporation or Organization) |
35-0160610 (I.R.S. Employer Identification Number) |
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
(303) 469-3131
(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices)
Charles E. Baker
Vice President and General Counsel
Ball Corporation
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
(303) 469-3131
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Charles W. Mulaney, Jr.
Skadden, Arps, Slate, Meagher & Flom LLP
333 West Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
From time to time after the effective date of this Registration Statement
(Approximate Date of Commencement of Proposed Sale to the Public)
If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, check the following box. o
If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. ý
If this form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. o
If this form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box. ý
If this form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box. o
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities to be Registered |
Amount to be Registered |
Proposed Maximum Offering Price per Security |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee |
||||
|---|---|---|---|---|---|---|---|---|
| Debt Securities | ||||||||
| Common Stock, without par value(2) | ||||||||
| Preferred Stock | (1) | |||||||
| Warrants | ||||||||
| Guarantees of the Debt Securities(3) | ||||||||
- (1)
- An
indeterminate aggregate initial offering price, principal amount or number of the securities of each identified class is being registered as may from time to time be issued at
indeterminate prices or upon conversion, exchange or exercise of securities registered hereunder to the extent any such securities are, by their terms, convertible into, or exchangeable or exercisable
for, such securities. Separate consideration may or may not be received for securities that are issuable on exercise, conversion or exchange of other securities. In accordance with Rule 456(b)
and Rule 457(r), the Registrant is deferring payment of the entire registration fee.
- (2)
- Including
rights to acquire Series A Junior Participating Preferred Stock pursuant to the Registrant's rights plan.
- (3)
- Guarantees of the debt securities may be issued by subsidiaries of Ball Corporation that are listed on the following page under the caption "Table of Additional Registrants." Pursuant to Rule 457(o), no separate registration fee is payable in respect of the registration of the guarantees.
TABLE OF ADDITIONAL REGISTRANTS
| Exact Name of Additional Registrants |
Jurisdiction of Incorporation |
I.R.S. Employer Identification Number |
||
|---|---|---|---|---|
| Ball Aerosol and Specialty Container Corporation* | Delaware | 87-0762488 | ||
| Ball Aerospace & Technologies Corp.* | Delaware | 84-1315001 | ||
| Ball Delaware Holdings, LLC* | Delaware | 33-1022314 | ||
| Ball Metal Beverage Container Corp.* | Colorado | 84-1326644 | ||
| Ball Metal Food Container Corp.* | Delaware | 22-2414869 | ||
| Ball Metal Food Container, LLC* | Delaware | 84-1534521 | ||
| Ball Metal Packaging Sales Corp.* | Colorado | 84-1326641 | ||
| Ball Packaging Corp.* | Colorado | 84-1326640 | ||
| Ball Pan-European Holdings, Inc. 14270 Ramona Avenue Chino, California 91710 (909) 517-2700 |
Delaware | 33-1022314 | ||
| Ball Plastic Container Corp.* | Colorado | 84-1326643 | ||
| Ball Technologies Holdings Corp.* | Colorado | 84-1220333 | ||
| BG Holdings I, Inc.* | Delaware | 35-1960867 | ||
| BG Holdings II, Inc.* | Delaware | 35-1960866 | ||
| Efratom Holding, Inc.* | Colorado | 31-1421208 | ||
| Latas de Aluminio Ball, Inc. 9300 West 108th Circle Broomfield, Colorado 80021-3682 (303) 469-5511 |
Delaware | 54-1088943 | ||
| Metal Packaging International, Inc.* | Colorado | 84-1111796 |
- *
- Address and telephone number of principal executive offices are the same as those of Ball Corporation.
PROSPECTUS
Ball Corporation
Debt Securities
Common Stock
Preferred Stock
Warrants
Ball Corporation may offer, from time to time, debt securities, common stock, preferred stock or warrants. In addition, selling shareholders to be named in a prospectus supplement may offer, from time to time, shares of Ball Corporation common stock.
We will provide the specific terms of any offering and the offered securities in supplements to this prospectus. Any prospectus supplement may also add, update or change information contained in this prospectus. You should read this prospectus and the accompanying prospectus supplement carefully before you make your investment decision.
We may sell the securities to or through underwriters, and also to other purchasers or through agents. The names of the underwriters will be stated in the prospectus supplements and other offering material. We may also sell securities directly to investors.
This prospectus may not be used to sell securities unless accompanied by a prospectus supplement which will describe the method and terms of the related offering.
Our common stock is listed on the New York Stock Exchange, the Chicago Stock Exchange and the Pacific Exchange under the symbol "BLL." Each prospectus supplement will indicate if the securities offered thereby will be listed on any securities exchange.
Neither the Securities and Exchange Commission nor any other state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus is March 1, 2006
i
Unless otherwise stated or the context otherwise requires, references in this prospectus to "we," "our," "us" or similar references are to Ball Corporation and its consolidated subsidiaries.
This prospectus is part of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, using a "shelf" registration process. Under this shelf registration process, (1) Ball Corporation may, from time to time, sell any combination of debt securities, common stock, preferred stock or warrants, as described in this prospectus, in one or more offerings and (2) selling shareholders to be named in a prospectus supplement may, from time to time, sell common stock in one or more offerings. This prospectus provides you with a general description of the securities that Ball Corporation may offer. Each time that securities are sold, a prospectus supplement containing specific information about the terms of that offering, including the securities offered, will be provided. The prospectus supplement may also add, update or change information contained in this prospectus. You should read both this prospectus and any prospectus supplement, together with the additional information described below under the headings "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."
Any statement made in this prospectus or in a document incorporated or deemed to be incorporated by reference in this prospectus will be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained in this prospectus or in any other subsequently filed document that is also incorporated or deemed to be incorporated by reference in this prospectus modifies or supersedes that statement. Any statement so modified or superseded will not be deemed, except as so modified or superseded, to constitute a part of this prospectus. See "Incorporation of Certain Documents by Reference."
You should assume that the information in this prospectus is accurate only as of the date of this prospectus.
WHERE YOU CAN FIND MORE INFORMATION
Ball Corporation files annual, quarterly and special reports, proxy statements and other information with the SEC. You can inspect and copy these reports, proxy statements and other information, including the registration statement of which this prospectus is a part, at the Public Reference Room of the SEC, 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for further information on the operation of the public reference room. Ball Corporation's SEC filings are also available to you on the SEC's website at http://www.sec.gov and through the New York Stock Exchange, 20 Broad Street, New York, NY 10005, on which Ball Corporation's common stock is listed.
This prospectus and any prospectus supplement, which form a part of the registration statement, do not contain all the information that is included in the registration statement. You will find additional information about us in the registration statement. Any statements made in this prospectus or any prospectus supplement concerning the provisions of legal documents are not necessarily complete and you should read the documents that are filed as exhibits to the registration statement or otherwise filed with the SEC for a more complete understanding of the document or matter.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The SEC allows the "incorporation by reference" of the information filed by us with the SEC into this prospectus, which means that important information can be disclosed to you by referring you to those documents. Any information incorporated by reference is an important part of this prospectus, and any information that we file with the SEC and incorporate by reference herein subsequent to the
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date of this prospectus will be deemed automatically to update and supersede this information. The documents listed below previously filed with the SEC are incorporated by reference herein:
- •
- Our
Annual Report on Form 10-K for the fiscal year ended December 31, 2005.
- •
- Our
Current Reports on Form 8-K filed with the SEC on February 15, 2006 and February 17, 2006.
- •
- The
description of our common stock contained in our Registration Statement on Form 8-A filed with the SEC on November 5, 1973, including any
amendments or reports filed with the SEC for the purpose of updating such description.
- •
- The description of our Rights Agreement and Series A Junior Participating Preferred Stock contained in our Registration Statement on Form 8-A (File No. 001-07349) filed with the SEC on August 2, 1996, as amended, including any amendments or reports filed with the SEC for the purpose of updating such description.
Whenever after the date of this prospectus, and before the termination of the offering of the securities made under this prospectus, we file reports or documents under Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, those reports and documents will be deemed to be incorporated by reference into this prospectus from the time they are filed. We do not incorporate by reference any information furnished pursuant to Items 2.02 or 7.01 of Form 8-K in any future filings, unless specifically stated otherwise.
If you make a request for such information in writing or by telephone, we will provide you, without charge, a copy of any or all of the information incorporated by reference in this prospectus. Any such request should be directed to:
Ball
Corporation
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
(303) 469-3131
Attention: General Counsel
You should rely only on the information contained or incorporated by reference in this prospectus and any prospectus supplement. We have not authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. We are not making an offer to sell these securities in any jurisdiction where the offer or sale is not permitted.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus contains, and the documents incorporated by reference herein may contain, forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Exchange Act. These forward looking statements represent our goals and actual results or outcomes may differ materially from those expressed or implied. Such forward-looking statements are subject to certain risks, uncertainties and assumptions that include, but are not limited to, expected earnings and cash flows, future growth and financial performance. Forward-looking statements typically can be identified by the use of words such as "will," "expect," "estimate," "anticipate," "forecast," "plan," "believe" and similar terms. Although we believe that our expectations are reasonable, we can give no assurance that these expectations will prove to have been correct, and actual results may vary materially. Some factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not limited to:
- •
- fluctuation in customer and consumer growth and demand;
2
- •
- loss
of one or more major customers or suppliers or changes to contracts with one or more customers or suppliers;
- •
- insufficient
production capacity;
- •
- overcapacity
in foreign and domestic metal and plastic container industry production facilities and its impact on pricing and financial results;
- •
- failure
to achieve anticipated productivity improvements or production cost reductions, including those associated with capital expenditures such as our beverage can end
project;
- •
- changes
in climate and weather;
- •
- fruit,
vegetable and fishing yields;
- •
- power
and natural resource costs;
- •
- difficulty
in obtaining supplies and energy, such as gas and electric power;
- •
- availability
and cost of raw materials, as well as the recent significant increases in resin, steel, aluminum and energy costs, and the ability or inability to include or
pass on to customers changes in raw material costs;
- •
- changes
in the pricing of the company's products and services;
- •
- competition
in pricing and the possible decrease in, or loss of, sales resulting therefrom;
- •
- insufficient
or reduced cash flow;
- •
- transportation
costs;
- •
- the
number and timing of the purchases of the company's common shares;
- •
- the
German mandatory deposit or other restrictive packaging legislation such as recycling laws;
- •
- interest
rates affecting our debt;
- •
- labor
strikes;
- •
- increases
and trends in various employee benefits and labor costs, including pension, medical and health care costs;
- •
- rates
of return projected and earned on assets and discount rates used to measure future obligations and expenses of the company's defined benefit retirement plans;
- •
- boycotts;
- •
- antitrust,
intellectual property, consumer and other litigation;
- •
- maintenance
and capital expenditures;
- •
- goodwill
impairment;
- •
- the
effect of LIFO accounting on earnings;
- •
- the
authorization, funding, availability and returns of contracts for the aerospace and technologies segment and the nature and continuation of those contracts and related
services provided thereunder;
- •
- delays,
extensions and technical uncertainties, as well as schedules of performance associated with such segment contracts;
- •
- international business and market risks such as the devaluation or revaluation of certain currencies and the activities of foreign subsidiaries;
3
- •
- international
business risks (including foreign exchange rates and activities of foreign subsidiaries) in Europe and particularly in developing countries such as the
People's Republic of China and Brazil;
- •
- changes
in the foreign exchange rates of the U.S. dollar against the European euro, British pound, Polish zloty, Serbian dinar, Hong Kong dollar, Canadian dollar, Chinese
renminbi and Brazilian real and in the foreign exchange rate of the European euro against the British pound, Polish zloty and Serbian dinar;
- •
- terrorist
activity or war that disrupts the company's production, sales or supply;
- •
- regulatory
action or laws including tax, environmental and workplace safety;
- •
- technological
developments and innovations;
- •
- successful
or unsuccessful acquisitions, joint ventures or divestitures and the integration activities associated therewith;
- •
- changes
to unaudited results due to statutory audits of our financial statements or management's evaluation of the company's internal controls over financial reporting;
- •
- loss
contingencies related to income and other tax matters, including those arising from audits performed by U.S. and foreign tax authorities; and
- •
- other risks detailed in our filings with the SEC.
If we are unable to achieve our goals, then our actual performance could vary materially from the goals we have expressed or implied in these forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the SEC, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.
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We are a manufacturer of metal and plastic packaging, primarily for beverages and foods, and a supplier of aerospace and other technologies and services to governmental and commercial customers.
Ball Corporation was organized in 1880 and incorporated in Indiana in 1922. Ball Corporation's principal executive offices are located at 10 Longs Peak Drive, P.O. Box 5000, Broomfield, Colorado 80021-2510, and its telephone number is (303) 469-3131.
You can get more information regarding our business by reading our Annual Report on Form 10-K for the fiscal year ended December 31, 2005, and the other reports we file with the SEC. See "Where You Can Find More Information" and "Incorporation of Certain Documents by Reference."
We intend to use the net proceeds from the sales of the securities as set forth in the applicable prospectus supplement.
DESCRIPTION OF DEBT SECURITIES AND GUARANTEES
We may offer secured or unsecured debt securities, which may be convertible. Our debt securities and any related guarantees will be issued under an indenture to be entered into between us and The Bank of New York. The debt securities will be structurally subordinated to all existing and future liabilities, including trade payables, of our subsidiaries that do not guarantee the debt securities, and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets and cash flows of those subsidiaries.
We have summarized certain general features of the debt securities from the indenture. A form of indenture is attached as an exhibit to the registration statement of which this prospectus forms a part. The following description of the terms of the debt securities and the guarantees sets forth certain general terms and provisions. The particular terms of the debt securities and guarantees offered by any prospectus supplement and the extent, if any, to which such general provisions may apply to the debt securities and guarantees will be described in the related prospectus supplement. Accordingly, for a description of the terms of a particular issue of debt securities, reference must be made to both the related prospectus supplement and to the following description.
General
The aggregate principal amount of debt securities that may be issued under the indenture is unlimited. The debt securities may be issued in one or more series as may be authorized from time to time.
Reference is made to the applicable prospectus supplement for the following terms of the debt securities (if applicable):
- •
- title
and aggregate principal amount;
- •
- whether
the securities will be senior or subordinated;
- •
- applicable
subordination provisions, if any;
- •
- whether
securities issued by us will be entitled to the benefits of the guarantees or any other form of guarantee;
- •
- conversion
or exchange into other securities;
- •
- whether securities issued by us will be secured or unsecured, and if secured, what the collateral will consist of;
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- •
- percentage
or percentages of principal amount at which such securities will be issued;
- •
- maturity
date(s);
- •
- interest
rate(s) or the method for determining the interest rate(s);
- •
- dates
on which interest will accrue or the method for determining dates on which interest will accrue and dates on which interest will be payable;
- •
- redemption
(including upon a "change of control") or early repayment provisions;
- •
- authorized
denominations;
- •
- form;
- •
- amount
of discount or premium, if any, with which such securities will be issued;
- •
- whether
such securities will be issued in whole or in part in the form of one or more global securities;
- •
- identity
of the depositary for global securities;
- •
- whether
a temporary security is to be issued with respect to such series and whether any interest payable prior to the issuance of definitive securities of the series will
be credited to the account of the persons entitled thereto;
- •
- the
terms upon which beneficial interests in a temporary global security may be exchanged in whole or in part for beneficial interests in a definitive global security or for
individual definitive securities;
- •
- conversion
or exchange features;
- •
- any
covenants applicable to the particular debt securities being issued;
- •
- any
defaults and events of default applicable to the particular debt securities being issued;
- •
- currency,
currencies or currency units in which the purchase price for, the principal of and any premium and any interest on, such securities will be payable;
- •
- time
period within which, the manner in which and the terms and conditions upon which the purchaser of the securities can select the payment currency;
- •
- securities
exchange(s) on which the securities will be listed, if any;
- •
- whether
any underwriter(s) will act as market maker(s) for the securities;
- •
- extent
to which a secondary market for the securities is expected to develop;
- •
- additions
to or changes in the events of default with respect to the securities and any change in the right of the trustee or the holders to declare the principal, premium
and interest with respect to such securities to be due and payable;
- •
- provisions
relating to covenant defeasance and legal defeasance;
- •
- provisions
relating to satisfaction and discharge of the indenture;
- •
- provisions
relating to the modification of the indenture both with and without the consent of holders of debt securities issued under the indenture; and
- •
- additional terms not inconsistent with the provisions of the indenture.
One or more series of debt securities may be sold at a substantial discount below their stated principal amount, bearing no interest or interest at a rate which at the time of issuance is below market
6
rates. One or more series of debt securities may be variable rate debt securities that may be exchanged for fixed rate debt securities.
United States federal income tax consequences and special considerations, if any, applicable to any such series will be described in the applicable prospectus supplement.
Debt securities may be issued where the amount of principal and/or interest payable is determined by reference to one or more currency exchange rates, commodity prices, equity indices or other factors. Holders of such securities may receive a principal amount or a payment of interest that is greater than or less than the amount of principal or interest otherwise payable on such dates, depending upon the value of the applicable currencies, commodities, equity indices or other factors. Information as to the methods for determining the amount of principal or interest, if any, payable on any date, the currencies, commodities, equity indices or other factors to which the amount payable on such date is linked and certain additional United States federal income tax considerations will be set forth in the applicable prospectus supplement.
The term "debt securities" includes debt securities denominated in U.S. dollars or, if specified in the applicable prospectus supplement, in any other freely transferable currency or units based on or relating to foreign currencies.
We expect most debt securities to be issued in fully registered form without coupons and in denominations of $1,000 or $5,000 and any integral multiples thereof. Subject to the limitations provided in the indenture and in the prospectus supplement, debt securities that are issued in registered form may be transferred or exchanged at the office of the trustee maintained in the Borough of Manhattan, The City of New York or the principal corporate trust office of the trustee, without the payment of any service charge, other than any tax or other governmental charge payable in connection therewith.
Guarantees
Any debt securities may be guaranteed by one or more of our direct or indirect subsidiaries. Each prospectus supplement will describe any guarantees for the benefit of the series of debt securities to which it relates, including required financial information of the subsidiary guarantors, as applicable.
Global Securities
The debt securities of a series may be issued in whole or in part in the form of one or more global securities that will be deposited with, or on behalf of, a depositary (the "depositary") identified in the prospectus supplement. Global securities will be issued in registered form and in either temporary or definitive form. Unless and until it is exchanged in whole or in part for the individual debt securities, a global security may not be transferred except as a whole by the depositary for such global security to a nominee of such depositary or by a nominee of such depositary to such depositary or another nominee of such depositary or by such depositary or any such nominee to a successor of such depositary or a nominee of such successor. The specific terms of the depositary arrangement with respect to any debt securities of a series and the rights of and limitations upon owners of beneficial interests in a global security will be described in the applicable prospectus supplement.
Governing Law
The indenture, the debt securities and the guarantees shall be construed in accordance with and governed by the laws of the State of New York, without giving effect to the principles thereof relating to conflicts of law.
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The following is a description of the material terms of our amended articles of incorporation and our bylaws and of certain provisions of Indiana law. The following summary does not purport to be complete and is qualified in its entirety by reference to our amended articles of incorporation and our bylaws, copies of which are incorporated by reference as exhibits to the registration statement of which this prospectus forms a part, and the relevant provisions of Indiana law.
General
Our authorized capital structure consists of:
- •
- 550,000,000
shares of common stock, without par value; and
- •
- 15,000,000 shares of preferred stock, without par value, including 120,000 authorized shares of Series A Junior Participating Preferred Stock.
As of February 24, 2006, there were 104,420,941 shares of common stock and no shares of preferred stock issued and outstanding.
Common Stock
Voting
The holders of our common stock are entitled to one vote for each share held of record on each matter submitted to a vote of shareholders, including the election of directors, and do not have any right to cumulate votes in the election of directors.
Dividends
Subject to the rights and preferences of the holders of any series of preferred stock which may at the time be outstanding, holders of our common stock are entitled to such dividends as our board of directors may declare out of funds legally available.
Liquidation Rights
In the event of any liquidation, dissolution or winding-up of our affairs, after payment of all of our debts and liabilities and subject to the rights and preferences of the holders of any series of our preferred stock, the holders of our common stock will be entitled to receive the distribution of any of our remaining assets.
Other matters
Holders of our common stock have no conversion, preemptive or other subscription rights and there are no redemption rights or sinking fund provisions with respect to the common stock.
Preferred Stock
We are authorized to issue up to 15,000,000 shares of preferred stock in one or more series. Our amended articles of incorporation authorize our board of directors to determine and state the designations and the relative rights (including, if any, conversion rights, participation rights, voting rights, dividend rights and stated, redemption and liquidation values), preferences, limitations and restrictions of each unissued series. All shares of preferred stock of the same series must be identical with each other in all respects. Our board may authorize the issuance of preferred stock with voting or conversion rights that could adversely affect the voting power or other rights of the holders of our common stock.
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When we issue preferred stock, we will provide specific information about the particular class or series being offered in a prospectus supplement. This information will include some or all of the following:
- •
- the
title or designation of the series;
- •
- the
number of shares to be included in the series;
- •
- whether
dividends, if any, will be cumulative or noncumulative and the dividend rate of the series;
- •
- the
conditions upon which and the dates at which dividends, if any, will be payable, and the relation that such dividends, if any, will bear to the dividends payable on any
other class or classes of stock;
- •
- the
redemption rights and price or prices, if any, for shares of the series and at whose option such redemption may occur, and any limitations, restrictions or conditions on
such redemption;
- •
- the
terms and amounts of any sinking fund provided for the purchase or redemption of shares of the series;
- •
- the
amounts payable on and the preferences, if any, of shares of the series, in the event of any voluntary or involuntary liquidation, dissolution or winding up of the
affairs of Ball Corporation;
- •
- whether
the preferred stock being offered will be listed on any securities exchange;
- •
- if
necessary, a discussion of certain federal income tax considerations applicable to the preferred stock being offered;
- •
- the
voting rights, in addition to the voting rights provided by law, if any, of the holders of shares of such series; and
- •
- any other relative rights, preferences, limitations and powers not inconsistent with applicable law or our articles of incorporation or our bylaws then in effect.
Upon issuance, the shares of preferred stock will be fully paid and nonassessable, which means that its holders will have paid their purchase price in full and we may not require them to pay additional funds.
Certain Anti-Takeover Matters
Certain provisions of our amended articles of incorporation and our bylaws, as well as certain provisions of the Indiana Business Corporation Law, may have the effect of encouraging persons considering unsolicited tender offers or other unilateral takeover proposals to negotiate with our board of directors rather than pursue non-negotiated takeover attempts. These provisions include:
Classified Board of Directors
Our amended articles of incorporation and bylaws provide for a board of directors consisting of ten members, divided into three classes, as nearly equal in number as possible, with directors serving staggered three-year terms. Subject to the right of holders of any series of preferred stock to elect directors, shareholders elect one class constituting approximately one-third of the board of directors for a three-year term at each annual meeting of shareholders. As a result, at least two annual meetings of shareholders may be required for the shareholders to change a majority of the board of directors. The classification of directors makes it more difficult to change the composition of the board of directors and instead promotes a continuity of existing management.
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Removal of Directors Only for Cause; Filling Vacancies
Our amended articles of incorporation provide that, subject to the right of holders of any series of preferred stock to elect directors, any director may be removed from office, but only for cause and only by the affirmative vote of the holders of at least 75% of the combined voting power of the outstanding shares of our capital stock entitled to vote generally in the election of directors. Our amended articles of incorporation also provide that, subject to the right of holders of any series of preferred stock to elect directors, any newly created directorships resulting from an increase in the number of directors and any vacancy on the board shall be filled by the affirmative vote of a majority of the remaining directors then in office, even though less than a quorum. Any director elected in accordance with the preceding sentence will hold office for the remainder of the full term of the class of directors in which the new directorship was created or the vacancy occurred and until such director's successor shall have been elected and qualified. No decrease in the number of directors constituting the board of directors shall shorten the term of any incumbent director.
The director removal and vacancy provisions restrict the ability of a third party to remove incumbent directors and simultaneously gain control of the board of directors by filling the vacancies created by removal with its own nominees.
Advance Notice Requirements
Our bylaws set forth advance notice procedures with regard to shareholder proposals relating to the nomination of candidates for election as directors or new business to be presented at meetings of shareholders. These procedures provide that notice of such shareholder proposals must be given timely in proper written form to the Secretary of Ball Corporation prior to the meeting at which the action is to be taken. Generally, to be timely, notice must be received at our principal executive offices not less than 90 days nor more than 120 days prior to the meeting. To be in proper written form, the notice must contain the information required by our bylaws, including information regarding the proposal and the proponent. The advance notice requirements may have the effect of discouraging a potential acquiror from conducting a proxy contest to elect directors or otherwise attempting to influence or gain control of our company.
Special Meetings of Shareholders
Our bylaws do not grant shareholders the right to call a special meeting of shareholders. Under our bylaws, special meetings of shareholders may be called only by our chairman of the board or by the board of directors or as otherwise may be required by law.
Restrictions on Certain Related Party Business Combination Transactions
In order to approve certain business combination transactions involving related parties, our amended articles of incorporation require the affirmative vote of the holders of at least 75% of the then outstanding shares of our capital stock entitled to vote generally in the election of directors. These related party business combination transactions include:
- •
- any
merger or consolidation of us or any of our subsidiaries with (1) any related party or (2) any other person or entity who or which is, or after such merger
or consolidation would be, an affiliate or associate of the related party;
- •
- any
sale, lease, exchange, mortgage, pledge, transfer or other disposition to any related party or an affiliate or associate of a related party of any assets of ours or any
of our subsidiaries having an aggregate fair market value of $10,000,000 or more;
- •
- any issuance or transfer by us or any of our subsidiaries of any securities having an aggregate fair market value of $10,000,000 or more of ours or any of our subsidiaries' to any related party
10
- •
- the
adoption of any plan or proposal for the liquidation or dissolution of us proposed by or on behalf of a related party or an affiliate or associate of a related party;
- •
- any
reclassification of securities or recapitalization of us, or any merger or consolidation of us with any of our subsidiaries or any other transaction that has the effect,
either directly or indirectly, of increasing the proportionate share of the outstanding shares of any class of equity or convertible securities of us or any of our subsidiaries that is directly or
indirectly owned by any related party or an affiliate or associate of a related party; or
- •
- any agreement, contract or other arrangement providing for any one or more of the transactions mentioned above.
or an affiliate or associate of a related party in exchange for cash, securities or property (or combination thereof);
A related party is a person or entity who or which (1) is the beneficial owner of more than 10% of the voting power of our outstanding capital stock entitled to vote generally in the election of directors; or (2) is one of our affiliates or associates and at any time within the two-year period immediately prior to the date in question was the beneficial owner of 10% or more of the voting power of our outstanding capital stock entitled to vote generally in the election of directors; or (3) is an assignee of or has otherwise succeeded to any shares of our voting stock that were at any time within the two-year period immediately prior to the date in question beneficially owned by any related party, if such assignment or succession shall have occurred in the course of a transaction not involving a public offering within the meaning of the Securities Act.
The supermajority voting requirement does not apply, however, if:
- •
- the
related party business combination transaction is approved by a majority of directors who are unaffiliated with the related party and who were directors before such
person or entity became a related party; or
- •
- specified price, form of consideration and procedural requirements have been met.
Amendment of Articles and Bylaws
Our amended articles of incorporation require the affirmative vote of the holders of at least 75% of the voting power of the outstanding shares of our capital stock entitled to vote generally in the election of directors to alter, amend, repeal or adopt any provision inconsistent with certain provisions of our amended articles of incorporation, including those described above. Our bylaws may be altered, added to, amended or repealed only by our board of directors. Shareholders do not have this authority.
Rights Plan Provisions
On January 24, 1996, our board of directors declared a dividend of one right for each outstanding share of our common stock to shareholders of record at the close of business on August 4, 1996 and the attachment of one right for each subsequently issued share of common stock. Subject to adjustment, each right entitles the holder to purchase one one-thousandth of a share of Series A Junior Participating Preferred Stock at an exercise price of $130 per right. The description and terms of the rights are set forth in a Rights Agreement, dated as of January 24, 1996, between us and Computershare Trust Company, as successor rights agent, as amended.
Generally, if a person or group acquires 15% or more of our outstanding common stock (or upon occurrence of certain other events), the rights (other than those held by the acquiring person) become exercisable and generally entitle the holder to purchase shares of our common stock at a 50% discount. The rights, which expire in August 2006, are redeemable by us at a redemption price of $0.01 per right.
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As a result of our stock splits, which were distributed in February 2002 and August 2004, each right attaching to a share has automatically split so that one-quarter of a right is currently attached to each outstanding share of our common stock.
The rights have certain anti-takeover effects. The rights will cause substantial dilution to a person or group that attempts to acquire our company in certain circumstances. Accordingly, the existence of the rights may deter certain acquirors from making takeover proposals or tender offers. However, the rights are not intended to prevent a takeover, but rather are designed to enhance the ability of the board of directors to negotiate with a potential acquiror on behalf of all of the shareholders.
Indiana Business Combinations Statute
We are subject to Chapter 43, the Business Combinations Chapter, of the Indiana Business Corporation Law. Our bylaws provide that Chapter 42, the Control Share Acquisition Chapter, of the Indiana Business Corporation Law shall not apply to control share acquisitions of shares of our capital stock.
Subject to exceptions set forth in the Business Combinations Chapter, that Chapter prohibits an Indiana corporation from engaging in certain business combination transactions, including transactions similar to the related party business combination transactions described above, with any interested shareholder for a period of five years following the date that the shareholder first became an interested shareholder, unless the business combination or the purchase of shares made by the interested shareholder on such date is approved by the board of directors of the corporation prior to such date. If prior approval of the board of directors is not obtained, several price and procedural requirements must be met before the business combination may be completed.
In general, the Business Combinations Chapter defines an interested shareholder as any person who or which (1) is the beneficial owner of 10% or more of the voting power of the outstanding voting shares of the corporation or (2) is an affiliate or associate of the corporation and at any time within the five year period immediately before the date in question was the beneficial owner of 10% or more of the voting power of the then outstanding shares of the corporation.
Transfer Agent
The transfer agent and registrar for our common stock is Computershare Trust Company.
12
We may issue warrants to purchase debt securities, preferred stock or common stock, collectively, the underlying warrant securities, and such warrants may be issued independently or together with any such underlying warrant securities and may be attached to or separate from such underlying warrant securities. Each series of warrants will be issued under a separate warrant agreement to be entered into between us and a warrant agent. The warrant agent will act solely as our agent in connection with the warrants of such series and will not assume any obligation or relationship of agency for or with holders or beneficial owners of warrants.
The applicable prospectus supplement will describe the specific terms of any warrants offered thereby, including:
- •
- the
title or designation of such warrants;
- •
- the
aggregate number of such warrants;
- •
- the
price or prices at which such warrants will be issued;
- •
- the
currency or currencies, including composite currencies or currency units, in which the exercise price of such warrants may be payable;
- •
- the
designation, aggregate principal amount and terms of the underlying warrant securities purchasable upon exercise of such warrants, and the procedures and conditions
relating to the exercise of the warrant securities;
- •
- the
price at which the underlying warrant securities purchasable upon exercise of such warrants may be purchased;
- •
- the
date on which the right to exercise such warrants shall commence and the date on which such right shall expire;
- •
- whether
such warrants will be issued in registered form or bearer form;
- •
- if
applicable, the minimum or maximum amount of such warrants which may be exercised at any one time;
- •
- if
applicable, the designation and terms of the underlying warrant securities with which such warrants are issued and the number of such warrants issued with each such
underlying warrant security;
- •
- if
applicable, the currency or currencies, including composite currencies or currency units, in which any principal, premium, if any, or interest on the underlying warrant
securities purchasable upon exercise of the warrant will be payable;
- •
- if
applicable, the date on and after which such warrants and the related underlying warrant securities will be separately transferable;
- •
- information
with respect to book-entry procedures, if any;
- •
- if
necessary, a discussion of certain federal income tax considerations; and
- •
- any other terms of such warrants, including terms, procedures and limitations relating to the exchange and exercise of such warrants.
Certain legal matters will be passed on for us by Skadden, Arps, Slate, Meagher & Flom LLP, Chicago, Illinois. Certain matters of Colorado law will be passed on by Charles E. Baker, Vice President and General Counsel of Ball Corporation, and certain matters of Indiana law will be passed
13
on by Robert W. McClelland, Assistant General Counsel of Ball Corporation. Additional legal matters may be passed on for us, or any underwriters, dealers or agents, by counsel which we will name in the applicable prospectus supplement.
The financial statements and management's assessment of the effectiveness of internal control over financial reporting (which is included in Management's Report on Internal Control over Financial Reporting) incorporated in this Prospectus by reference to the Annual Report on Form 10-K for the year ended December 31, 2005 have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, an independent registered public accounting firm, given on the authority of said firm as experts in auditing and accounting.
14
Information Not Required in Prospectus
Item 14. Other Expenses of Issuance and Distribution
The following table sets forth the estimated expenses relating to the issuance and distribution of the securities being registered, other than underwriting discounts and commissions, to be paid by the registrant.
| |
Amount to be Paid |
||
|---|---|---|---|
| SEC registration fee | * | ||
| Trustee's fees and expenses | 50,000 | ||
| Printing and engraving fees and expenses | 100,000 | ||
| Accounting fees and expenses | 400,000 | ||
| Legal fees and expenses | 300,000 | ||
| Rating agency fees | 75,000 | ||
| Miscellaneous | 75,000 | ||
| Total | 1,000,000 | ||
- *
- To be deferred pursuant to Rule 456(b) and calculated in connection with an offering of securities under this registration statement pursuant to Rule 457(r) under the Securities Act of 1933, as amended.
Item 15. Indemnification of Directors and Officers
The following summary is qualified in its entirety by reference to the complete text of the statute, the amended articles of incorporation and the bylaws referred to below.
Ball Corporation is empowered by Chapter 37 of the Indiana Business Corporation Law (the "IBCL"), subject to the procedures and limitations therein, to indemnify any person against expenses (including attorneys' fees) and the obligation to pay a judgment, settlement, penalty, fine or reasonable expenses incurred with respect to a threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative and whether formal or informal, in which such person is made a party because such person is or was a director, officer, employee or agent of Ball Corporation if his or her conduct was in good faith and he or she reasonably believed that, if acting in the individual's official capacity, the conduct was in the best interests of the corporation and in all other cases, the conduct was not opposed to the corporation's best interests. In the case of any criminal proceeding, Ball Corporation is empowered to indemnify a person if he or she had reasonable cause to believe the conduct was lawful or had no reasonable cause to believe the conduct was unlawful. The statute provides that indemnification pursuant to its provisions is not exclusive of other rights of indemnification to which a person may be entitled under a corporation's articles of incorporation or bylaws, resolution of the board of directors or of the shareholders, or otherwise. In addition, unless limited by its articles of incorporation, a corporation shall indemnify a director or officer who was wholly successful, on the merits or otherwise, in the defense of any proceeding to which the director or officer was a party because he or she is or was a director or officer of the corporation against reasonable expenses incurred by him or her in connection with the proceeding. A corporation has the power to purchase and maintain insurance on behalf of any of the persons described above against any liability asserted against or incurred by such person in any of the capacities described above, or arising out of such person's status as such, whether or not the corporation would have the power to indemnify such person against such liability under the IBCL.
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Article XII, Section B of Ball Corporation's amended articles of incorporation obligates Ball Corporation to indemnify any person in connection with any liability arising by reason of such person's status as a past or present director, officer or employee of Ball Corporation or of any other enterprise which he or she is serving or served in any capacity at the request of Ball Corporation if such person is determined to have met the standard of conduct specified in Section 8 of Chapter 37 of the IBCL; provided, however, there shall be no indemnification (a) as to amounts paid or payable to Ball Corporation or such other enterprise for or based upon the person having gained in fact any personal profit or advantage to which he or she was not legally entitled; (b) as to amounts paid or payable to Ball Corporation for an accounting of profits in fact made from the purchase or sale of securities of Ball Corporation within the meaning of Section 16(b) of the Securities Exchange Act of 1934 and amendments thereto or similar provisions of any state statutory law; or (c) with respect to matters as to which indemnification would be in contravention of the laws of the State of Indiana or of the United States of America whether as a matter of public policy or pursuant to statutory provisions. In addition, any person who has been wholly successful with respect to any proceeding of the type described above is entitled to indemnification as of right.
Article 5, Section A of Ball Corporation's bylaws provides that Ball Corporation shall indemnify any person made a party to a proceeding because he is or was a director or officer of the corporation against liability incurred in connection with a proceeding to the fullest extent permitted by the IBCL. The termination of a proceeding by judgment, order, settlement, or conviction, or upon plea of nolo contendere or its equivalent is not, of itself, determinative that the director or officer did not meet the standard of conduct set forth in the IBCL. The bylaws additionally provide that any person who has been wholly successful with respect to any proceeding of the type described above is entitled to indemnification as of right.
The directors and officers of Ball Corporation and its subsidiaries are insured (subject to certain exceptions and deductions) against liabilities which they may incur in their capacity as such, including liabilities under the Securities Act, under liability insurance policies maintained by Ball Corporation.
Item 16. Exhibits
The following documents are exhibits to this registration statement.
| Exhibit Number |
Description |
|
|---|---|---|
| 1.1 | Form of underwriting agreement with respect to debt securities, common stock, preferred stock and warrants.* | |
4.1 |
Form of Indenture, to be entered into between Ball Corporation and The Bank of New York, as trustee. |
|
4.2 |
Form of debt securities.* |
|
4.3 |
Specimen Certificate of Common Stock (incorporation by reference to Ball Corporation's Annual Report on Form 10-K for the year ended December 31, 1979), filed with the SEC on March 24, 1980. |
|
4.4 |
Specimen of certificate representing preferred stock.* |
|
5.1 |
Opinion of Charles E. Baker. |
|
5.2 |
Opinion of Robert W. McClelland. |
|
5.3 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
|
23.1 |
Consent of PricewaterhouseCoopers LLP. |
|
23.2 |
Consent of Charles E. Baker (included in Exhibit 5.1). |
|
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23.3 |
Consent of Robert W. McClelland (included in Exhibit 5.2). |
|
23.4 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.3). |
|
24.1 |
Powers of Attorney (included on signature pages to the registration statement). |
|
25.1 |
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as trustee under the Indenture. |
- *
- To be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.
Item 17. Undertakings
The undersigned registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and
(iii) to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i), (ii) and (iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(b) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(c) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
(d) That, for the purpose of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and
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(ii) Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii) or (x) for the purpose of providing the information required by Section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which the prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof;
provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(e) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities, the registrant undertakes that in a primary offering of securities of the registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:
(i) Any preliminary prospectus or prospectus of the registrant relating to the offering required to be filed pursuant to Rule 424;
(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the registrant or used or referred to by the registrant;
(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and
(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.
(f) That, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(g) To file an application for the purpose of determining the eligibility of the trustee to act under subsection (a) of Section 310 of the Trust Indenture Act in accordance with the rules and regulations prescribed by the Commission under Section 305(b)(2) of the Trust Indenture Act.
(h) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act of
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1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, that the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
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Pursuant to the requirements of the Securities Act, Ball Corporation certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL CORPORATION |
||||
By: |
/s/ R. DAVID HOOVER R. David Hoover Chairman, President and Chief Executive Officer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman, President and Chief Executive Officer (principal executive officer) | |
/s/ RAYMOND J. SEABROOK Raymond J. Seabrook |
Sr. Vice President and Chief Financial Officer (principal financial officer) |
|
/s/ DOUGLAS K. BRADFORD Douglas K. Bradford |
Vice President and Controller (principal accounting officer) |
|
/s/ HOWARD M. DEAN Howard M. Dean |
Director |
|
II-6
/s/ HANNO C. FIEDLER Hanno C. Fiedler |
Director |
|
/s/ JOHN F. LEHMAN John F. Lehman |
Director |
|
/s/ JAN NICHOLSON Jan Nicholson |
Director |
|
/s/ GEORGE A. SISSEL George A. Sissel |
Director |
|
/s/ GEORGE M. SMART George M. Smart |
Director |
|
/s/ THEODORE M. SOLSO Theodore M. Solso |
Director |
|
/s/ STUART A. TAYLOR II Stuart A. Taylor II |
Director |
|
/s/ ERIK H. VAN DER KAAY Erik H. van der Kaay |
Director |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Aerosol and Specialty Container Corporation, a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL AEROSOL AND SPECIALTY CONTAINER CORPORATION |
||||
By: |
/s/ R. DAVID HOOVER R. David Hoover Chairman and Chief Executive Officer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman, President and Chief Executive Officer (principal executive officer) | |
/s/ RAYMOND J. SEABROOK Raymond J. Seabrook |
Vice President (principal financial officer) |
|
/s/ DOUGLAS K. BRADFORD Douglas K. Bradford |
Vice President (principal accounting officer) |
|
/s/ JOHN R. FRIEDERY John R. Friedery |
Director |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Aerospace & Technologies Corp., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL AEROSPACE & TECHNOLOGIES CORP. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman | |
/s/ DAVID L. TAYLOR David L. Taylor |
President and Chief Executive Officer and Director (principal executive officer) |
|
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ CHARLES E. BAKER Charles E. Baker |
Director |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Delaware Holdings, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL DELAWARE HOLDINGS, LLC |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President, Treasurer and Manager |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ RAYMOND J. SEABROOK Raymond J. Seabrook |
President and Manager (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President, Treasurer and Manager (principal financial officer) |
|
/s/ DOUGLAS K. BRADFORD Douglas K. Bradford |
Vice President, Controller and Manager (principal accounting officer) |
|
/s/ CHARLES E. BAKER Charles E. Baker |
Manager |
II-10
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Metal Beverage Container Corp., a Colorado corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL METAL BEVERAGE CONTAINER CORP. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman and Chief Executive Officer (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ JOHN R. FRIEDERY John R. Friedery |
Vice Chairman and Chief Operating Officer |
II-11
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Metal Food Container Corp., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL METAL FOOD CONTAINER CORP. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman and Chief Executive Officer (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ JOHN R. FRIEDERY John R. Friedery |
Vice Chairman and Chief Operating Officer |
II-12
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Metal Food Container, LLC, a Delaware limited liability company, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL METAL FOOD CONTAINER, LLC |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Treasurer and Manager |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ BRIAN M. CARDNO Brian M. Cardno |
President and Manager (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Treasurer and Manager (principal financial and accounting officer) |
|
/s/ CHARLES E. BAKER Charles E. Baker |
Secretary and Manager |
|
/s/ TERRY D. DAVIS Terry D. Davis |
General Manager and Manager |
|
II-13
/s/ RAYMOND J. SEABROOK Raymond J. Seabrook |
Manager |
|
/s/ DENNIS L. WOLF Dennis L. Wolf |
Controller and Manager |
II-14
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Metal Packaging Sales Corp., a Colorado corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL METAL PACKAGING SALES CORP. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman and Chief Executive Officer (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ JOHN R. FRIEDERY John R. Friedery |
President, Chief Operating Officer and Director |
II-15
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Packaging Corp., a Colorado corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL PACKAGING CORP. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman and Chief Executive Officer (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ JOHN R. FRIEDERY John R. Friedery |
Vice Chairman and Chief Operating Officer |
II-16
Pursuant to the requirements of the Securities Act of 1933, Ball Pan-European Holdings, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL PAN-EUROPEAN HOLDINGS, INC. |
||||
By: |
/s/ CHARLES E. BAKER Charles E. Baker Assistant Secretary |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ JEFF PRICHARD Jeff Prichard |
President and Director (principal executive officer) | |
/s/ FRANK WEEKERS Frank Weekers |
Treasurer (principal financial and accounting officer) |
|
/s/ R. DAVID HOOVER R. David Hoover |
Director |
II-17
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Plastic Container Corp., a Colorado corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL PLASTIC CONTAINER CORP. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman and Chief Executive Officer (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ JOHN R. FRIEDERY John R. Friedery |
Vice Chairman and Chief Operating Officer |
II-18
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Technologies Holdings Corp., a Colorado corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BALL TECHNOLOGIES HOLDINGS CORP. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ DAVID L. TAYLOR David L. Taylor |
President and Chief Executive Officer (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ R. DAVID HOOVER R. David Hoover |
Director |
II-19
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BG Holdings I, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BG HOLDINGS I, INC. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
President and Director (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
II-20
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, BG Holdings II, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
BG HOLDINGS II, INC. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
President and Director (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
II-21
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Efratom Holding, Inc., a Colorado corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
EFRATOM HOLDING, INC. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ DAVID L. TAYLOR David L. Taylor |
President, Chief Executive Officer and Director (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ R. DAVID HOOVER R. David Hoover |
Director |
II-22
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Latas de Aluminio Ball, Inc., a Delaware corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
LATAS DE ALUMINIO BALL, INC. |
||||
By: |
/s/ SCOTT C. MORRISON Scott C. Morrison Vice President and Treasurer |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ R. DAVID HOOVER R. David Hoover |
Chairman and Chief Executive Officer (principal executive officer) | |
/s/ SCOTT C. MORRISON Scott C. Morrison |
Vice President and Treasurer (principal financial and accounting officer) |
|
/s/ CHARLES E. BAKER Charles E. Baker |
Director |
|
II-23
/s/ JOHN R. FRIEDERY John R. Friedery |
Vice Chairman and Chief Operating Officer |
|
/s/ RAYMOND J. SEABROOK Raymond J. Seabrook |
Director |
II-24
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Metal Packaging International, Inc., a Colorado corporation, has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the city of Broomfield, state of Colorado, on March 1, 2006.
METAL PACKAGING INTERNATIONAL, INC. |
||||
By: |
/s/ CHARLES E. BAKER Charles E. Baker Secretary |
|||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Charles E. Baker, R. David Hoover and Raymond J. Seabrook, and each of them, his or her true and lawful attorney-in-fact and agents with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof. This power of attorney may be executed in counterparts.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated below on March 1, 2006.
| Signature |
Title |
|
|---|---|---|
| /s/ JOHN R. FRIEDERY John R. Friedery |
President and Director (principal executive officer) | |
/s/ CHARLES SANDS Charles Sands |
Treasurer (principal financial and accounting officer) |
|
/s/ JOHN HAYES John Hayes |
Vice President and Director |
II-25
INDEX TO EXHIBITS
| Exhibit Number |
Description |
|
|---|---|---|
| 1.1 | Form of underwriting agreement with respect to debt securities, common stock, preferred stock and warrants.* | |
4.1 |
Form of Indenture, to be entered into between Ball Corporation and The Bank of New York, as trustee. |
|
4.2 |
Form of debt securities.* |
|
4.3 |
Specimen Certificate of Common Stock (incorporation by reference to Ball Corporation's Annual Report on Form 10-K for the year ended December 31, 1979), filed with the SEC on March 24, 1980. |
|
4.4 |
Specimen of certificate representing preferred stock.* |
|
5.1 |
Opinion of Charles E. Baker. |
|
5.2 |
Opinion of Robert W. McClelland. |
|
5.3 |
Opinion of Skadden, Arps, Slate, Meagher & Flom LLP. |
|
23.1 |
Consent of PricewaterhouseCoopers LLP. |
|
23.2 |
Consent of Charles E. Baker (included in Exhibit 5.1). |
|
23.3 |
Consent of Robert W. McClelland (included in Exhibit 5.2). |
|
23.4 |
Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.3). |
|
24.1 |
Powers of Attorney (included on signature pages to the registration statement). |
|
25.1 |
Statement of Eligibility on Form T-1 under the Trust Indenture Act of 1939, as amended, of The Bank of New York, as trustee under the Indenture. |
- *
- To be filed by an amendment or as an exhibit to a document filed under the Securities Exchange Act of 1934, as amended, and incorporated by reference herein.