Table of
Contents
As filed with the Securities and Exchange Commission on February 26,
2009.
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)
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35-0160610
(I.R.S. Employer
Identification Number)
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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 registrants 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.
x
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.
x
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
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company.
Large accelerated filer
x
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Accelerate filer
o
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Non-accelerated filer (do not check if smaller
reporting company)
o
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Smaller reporting company
o
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CALCULATION OF REGISTRATION FEE
Title of Each Class of
Securities to be Registered
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Amount to be
registered(1)
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Proposed
maximum
offering price
per security(1)
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Proposed
maximum
aggregate
offering price(1)
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Amount of
registration fee(1)
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Debt Securities
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Common Stock, without par value(2)
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Preferred Stock
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Warrants
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Guarantees of the Debt Securities(3)
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(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 Registrants 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
Contents
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrants
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Jurisdiction of
Incorporation
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I.R.S. Employer
Identification
Number
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Ball Aerosol and Specialty Container Holding Corporation*
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Delaware
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06-1094196
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Ball Aerosol and Specialty Container Inc.*
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Delaware
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06-1145011
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Ball Aerospace & Technologies Corp.*
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Delaware
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84-1315001
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Ball Delaware Holdings, LLC*
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Delaware
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33-1022314
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Ball Metal Beverage Container Corp.*
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Colorado
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84-1326644
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Ball Metal Food Container Corp.*
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Delaware
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22-2414869
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Ball Metal Food Container, LLC*
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Delaware
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84-1534521
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Ball Metal Packaging Sales Corp.*
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Colorado
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84-1326641
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Ball Packaging Corp.*
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Colorado
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84-1326640
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Ball Pan-European
Holdings, Inc.
14270 Ramona Avenue
Chino, California 91710
(909) 517-2700
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Delaware
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33-1022314
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Ball Plastic Container Corp.*
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Colorado
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84-1326643
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Ball Technologies Holdings Corp.*
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Colorado
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84-1220333
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BG Holdings I, Inc.*
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Delaware
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35-1960867
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BG Holdings II, Inc.*
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Delaware
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35-1960866
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Efratom Holding, Inc.*
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Colorado
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31-1421208
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Latas de Aluminio
Ball, Inc.
9300 West 108th Circle
Broomfield, Colorado 80021-3682
(303) 469-5511
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Delaware
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54-1088943
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Metal Packaging International, Inc.*
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Colorado
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84-1111796
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USC May Verpackungen Holding Inc. *
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Delaware
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36-4335392
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*
Address and telephone number of principal
executive offices are the same as those of Ball Corporation.
Table of Contents
PROSPECTUS
Ball Corporation
Debt Securities
Common Stock
Preferred Stock
Warrants
From time to time, we may offer debt
securities, common stock, preferred stock or warrants.
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.
Investing
in our securities involves risks. You should carefully read and consider the
risk factors included in our periodic reports, in any prospectus supplements
relating to specific offerings of securities and in other documents that we file
with the Securities and Exchange Commission. See Risk Factors on page 5.
None of the
Securities and Exchange Commission, any other state securities commission or
any other regulatory body 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 February 26, 2009
Table of Contents
ABOUT
THIS PROSPECTUS
This prospectus is part of an automatic
shelf registration statement that we filed with the Securities and Exchange
Commission, or the SEC, as a well known seasoned issuer as defined in Rule 405
under the Securities Act of 1933, as amended, or the Securities Act. Under this
shelf registration process, Ball Corporation may sell, from time to time, an
indeterminate amount of any combination of debt securities, common stock,
preferred stock or warrants, as described in this prospectus, 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.
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.
You should not assume that the information
contained in this prospectus or any prospectus supplement is accurate on any
date
other than the date on the front cover of such documents or that
any information we have incorporated by reference is correct on any date
subsequent to the date of the document incorporated by reference, even though
this prospectus or any prospectus supplement is delivered or securities are
sold on a later date. Neither the delivery of this prospectus or any applicable
prospectus supplement nor any distribution of securities pursuant to such
documents shall, under any circumstances, create any implication that there has
been no change in the information set forth in this prospectus or any
applicable prospectus supplement or in our affairs since the date of this
prospectus or any applicable prospectus supplement
.
Our principal offices are located at 10 Longs
Peak Drive, P.O. Box 5000, Broomfield, Colorado 80021-2510 and our
telephone number is (303) 469-3131.
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Table of Contents
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 Corporations SEC filings are also
available to you on the SECs website at
http://www.sec.gov
and through the New York Stock Exchange, 20 Broad Street, New York, NY 10005,
on which Ball Corporations 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 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, 2008.
·
The information
filed in our definitive Proxy Statement for the 2008 Annual Meeting of
Shareholders under the headings Voting Securities and Principal Shareholders,
Director Nominees and Continuing Directors, Certain Committees of the Board,
Executive Compensation, Ratification of the Appointment of Independent
Auditor and Section 16(a) Beneficial Ownership Reporting
Compliance.
·
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 3, 2006, 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
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Table of Contents
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 aswill,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.
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 product demand and preferences;
·
availability
and cost of raw materials;
·
competitive
packaging availability, pricing and substitution;
·
changes in
climate and weather;
·
crop yields;
·
competitive
activity;
·
failure to
achieve anticipated productivity improvements or production cost reductions,
including our beverage can end project; mandatory deposit or other restrictive
packaging laws;
·
changes in
major customer or supplier contracts or loss of a major customer or supplier; and
·
changes in
foreign exchange rates, tax rates and activities of foreign subsidiaries.
Factors that could cause our
actual results or outcomes to differ materially from those discussed in the
forward-looking statements for our aerospace segments include, but are not
limited to:
·
funding,
authorization, availability and returns of government and commercial contracts;
and
·
delays,
extensions and technical uncertainties affecting segment contracts.
Factors that could cause our
actual results or outcomes to differ materially from those discussed in the
forward-looking statements for the company as a whole include, but are not
limited to:
·
accounting
changes;
·
changes in
senior management;
·
the current
global credit squeeze and its effects on liquidity, credit risk, asset values
and the economy;
·
successful or
unsuccessful acquisitions, joint ventures or divestitures;
·
integration
of recently acquired businesses;
·
regulatory
action or laws including tax, environmental, health and workplace safety,
including in respect of chemicals or substances used in raw materials or in the
manufacturing process;
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Table of Contents
·
governmental
investigations;
·
technological
developments and innovations;
·
goodwill
impairment;
·
antitrust,
patent and other litigation;
·
strikes;
·
labor cost
changes;
·
rates of
return projected and earned on assets of the companys defined benefit
retirement plans;
·
pension
changes;
·
reduced cash
flow;
·
interest
rates affecting our debt; and
·
changes to
unaudited results due to statutory audits or other effects.
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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Table of Contents
BALL
CORPORATION
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 Corporations 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, 2008, and the other reports we file with the SEC. See Where
You Can Find More Information and Incorporation of Certain Documents by
Reference.
RISK
FACTORS
Investing in our securities
involves risk. Before you decide whether to purchase any of our securities, in
addition to the other information, documents or reports included or
incorporated by reference into this prospectus and any prospectus supplement or
other offering materials, you should carefully consider the risk factors in the
section entitled Risk Factors in any prospectus supplement as well as our
most recent Annual Report on Form 10-K and in our Quarterly Reports on Form 10-Q
filed subsequent to the Annual Report on Form 10-K, which are incorporated
by reference into this prospectus and any prospectus supplement in their
entirety, as the same may be amended, supplemented or superseded from time to
time by our filings under the Securities Exchange Act of 1934, as amended. For
more information, see the section entitled Where You Can Find More
Information. These risks could materially and adversely affect our business,
results of operations and financial condition and could result in a partial or
complete loss of your investment.
USE
OF PROCEEDS
We intend to use the net proceeds from the
sales of the securities as set forth in the applicable prospectus supplement.
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Table of Contents
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, dated March 27, 2006,
between us and The Bank of New York Mellon Trust Company, N.A. (formerly known
as The Bank of New York Trust Company, N.A.), as trustee. 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 copy of the 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;
·
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
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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 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.
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Table of Contents
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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DESCRIPTION
OF CAPITAL STOCK
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 550,000 authorized
shares of Series A Junior Participating Preferred Stock.
As of February 1, 2009, there were
93,777,593 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.
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:
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·
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.
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
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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 directors 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 nomination of candidates for election as
directors and shareholder proposals of business to be presented at annual
meetings of shareholders. These procedures provide that notice of such
shareholder nominations or proposals must be given timely in proper written
form to the Secretary of Ball Corporation prior to the meeting at which the
shareholder nominee or such business is to be considered. 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 or an affiliate or associate of a related
party in exchange for cash, securities or property (or combination thereof);
·
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
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mentioned above.
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 July 26, 2006, 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 7, 2006 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 $185 per right. The description and terms of the rights
are set forth in a Rights Agreement, dated as of July 26, 2006, between us
and Computershare Investor Services LLC, as rights agent, as amended.
Generally, if a person or group acquires 10%
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 6, 2016, are
redeemable by us at a redemption price of $0.01 per right.
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
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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.
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DESCRIPTION
OF WARRANTS
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.
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LEGAL
MATTERS
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 on by Robert W. McClelland, Associate
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.
EXPERTS
The financial statements and managements
assessment of the effectiveness of internal control over financial reporting
(which is included in Managements 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, 2008 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.
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PART II
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
|
|
*
|
|
Trustees fees and expenses
|
|
**
|
|
Printing and engraving fees and expenses
|
|
**
|
|
Accounting fees and expenses
|
|
**
|
|
Legal fees and expenses
|
|
**
|
|
Rating agency fees
|
|
**
|
|
Miscellaneous
|
|
**
|
|
|
|
|
|
Total
|
|
**
|
|
*
|
|
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.
|
**
|
|
An estimate of the aggregate expenses in connection
with the sale and distribution of the securities being offered will be
included in the applicable prospectus supplement.
|
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 individuals official capacity, the
conduct was in the best interests of the corporation and in all other cases,
the conduct was not opposed to the corporations 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 corporations
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 persons status as such,
whether or not the corporation would have the power to indemnify such person
against such liability under the IBCL.
Article XII, Section B of Ball
Corporations amended articles of incorporation obligates Ball Corporation to
indemnify any person in connection with any liability arising by reason of such
persons 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
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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
Corporations 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
|
|
Amended Articles of
Incorporation as of June 24, 2005 (incorporated by reference to
Exhibit 3.i to Ball Corporations Quarterly Report on Form 10-Q
filed with the SEC on August 9, 2005).
|
4.2
|
|
Bylaws of Ball Corporation
as amended July 23, 2008 (incorporated by reference to Exhibit 99.1
to Ball Corporations Current Report on Form 8-K filed with the SEC on
July 29, 2008).
|
4.3
|
|
Indenture, dated as of
March 27, 2006, by and among Ball Corporation, certain subsidiary
guarantors of Ball Corporation and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee
(incorporated by reference to Exhibit 4.1 to Ball Corporations Current
Report on Form 8-K filed with the SEC on March 30, 2006).
|
4.4
|
|
Form of debt
securities.*
|
4.5
|
|
Specimen Certificate of
Common Stock (incorporation by reference to Ball Corporations Annual Report
on Form 10-K for the year ended December 31, 1979), filed with the
SEC on March 24, 1980.
|
4.6
|
|
Form of any
certificate of designation, preferences and rights with respect to any
preferred stock issued hereunder.*
|
4.7
|
|
Form of any preferred
stock certificate.*
|
4.8
|
|
Form of warrant
agreement.*
|
4.9
|
|
Rights Agreement, dated
July 26, 2006, by and between Ball Corporation and Computershare
Investor Services, LLC (incorporated by reference to Exhibit 4.1 to Ball
Corporations Current Report on Form 8-K filed with the SEC on
July 27, 2006).
|
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).
|
II-2
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Exhibit
Number
|
|
Description
|
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 Mellon Trust Company, N.A., 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
(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
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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 registrants 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 plans 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) 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 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.
II-4
Table
of Contents
SIGNATURES
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 February 26, 2009.
|
BALL
CORPORATION
|
|
|
|
By:
|
|
|
|
/s/ R. David Hoover
|
|
|
R. David Hoover
|
|
|
Chairman,
President and Chief Executive Officer
|
S-1
Table
of Contents
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
Chairman, President and
Chief Executive Officer (principal executive
|
R.
David Hoover
|
|
officer)
|
|
|
|
/s/
Raymond J. Seabrook
|
|
Sr. Vice President and
Chief Financial Officer (principal financial
|
Raymond
J. Seabrook
|
|
officer)
|
|
|
|
|
|
|
/s/ Douglas K. Bradford
|
|
Vice President and
Controller (principal accounting officer)
|
Douglas K. Bradford
|
|
|
|
|
|
/s/ Robert W. Alspaugh
|
|
Director
|
Robert W. Alspaugh
|
|
|
|
|
|
/s/ Hanno C. Fiedler
|
|
Director
|
Hanno C. Fiedler
|
|
|
|
|
|
/s/ John F. Lehman
|
|
Director
|
John F. Lehman
|
|
|
|
|
|
/s/ Georgia Nelson
|
|
Director
|
Georgia Nelson
|
|
|
|
|
|
/s/ Jan Nicholson
|
|
Director
|
Jan Nicholson
|
|
|
|
|
|
/s/ George M. Smart
|
|
Director
|
George M. Smart
|
|
|
|
|
|
/s/ Theodore M. Solso
|
|
Director
|
Theodore M. Solso
|
|
|
|
|
|
/s/ Stuart A. Taylor II
|
|
Director
|
Stuart A. Taylor II
|
|
|
|
|
|
/s/ Erik H. van der Kaay
|
|
Director
|
Erik H. van der Kaay
|
|
|
S-2
Table
of Contents
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, Ball Aerosol and Specialty Container Holding
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 February 26, 2009.
|
BALL
AEROSOL AND SPECIALTY CONTAINER
HOLDING 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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
Chairman, President and
Chief Executive Officer (principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Raymond J. Seabrook
|
|
Vice President (principal
financial officer)
|
Raymond
J. Seabrook
|
|
|
|
|
|
/s/
Douglas K. Bradford
|
|
Vice President (principal
accounting officer)
|
Douglas
K. Bradford
|
|
|
|
|
|
/s/
John A. Hayes
|
|
Director
|
John
A. Hayes
|
|
|
S-3
Table
of Contents
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, Ball Aerosol and Specialty Container 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 February 26, 2009.
|
BALL
AEROSOL AND SPECIALTY
CONTAINER INC.
|
|
|
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
Chairman, President and
Chief Executive Officer (principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Raymond J. Seabrook
|
|
Vice President (principal
financial officer)
|
Raymond
J. Seabrook
|
|
|
|
|
|
/s/
Douglas K. Bradford
|
|
Vice President (principal
accounting officer)
|
Douglas
K. Bradford
|
|
|
|
|
|
/s/
John A. Hayes
|
|
Director
|
John
A. Hayes
|
|
|
S-4
Table of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ R. David Hoover
|
|
Chairman
|
R. David Hoover
|
|
|
|
|
|
/s/ David L. Taylor
|
|
President and Chief Executive Officer and Director
(principal executive officer)
|
David L. Taylor
|
|
|
|
|
|
/s/ Scott C. Morrison
|
|
Vice President and Treasurer (principal financial
and accounting officer)
|
Scott C. Morrison
|
|
|
|
|
|
/s/ Charles E. Baker
|
|
Director
|
Charles E. Baker
|
|
|
S-5
Table of Contents
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 February
26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ Raymond J. Seabrook
|
|
President and Manager (principal executive officer)
|
Raymond J. Seabrook
|
|
|
|
|
|
/s/ Scott C. Morrison
|
|
Vice President, Treasurer and Manager (principal
financial officer)
|
Scott C. Morrison
|
|
|
|
|
|
/s/ Douglas K. Bradford
|
|
Vice President, Controller and Manager (principal
accounting officer)
|
Douglas K. Bradford
|
|
|
|
|
|
/s/ Charles E. Baker
|
|
Manager
|
Charles E. Baker
|
|
|
S-6
Table of Contents
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 February 26,
2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ R. David Hoover
|
|
Chairman and Chief Executive Officer (principal
executive officer)
|
R. David Hoover
|
|
|
|
|
|
/s/ Scott C. Morrison
|
|
Vice President and Treasurer (principal financial
and accounting officer)
|
Scott C. Morrison
|
|
|
|
|
|
/s/ John A. Hayes
|
|
Vice Chairman and Chief Operating Officer
|
John A. Hayes
|
|
|
S-7
Table of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ R. David Hoover
|
|
Chairman and Chief Executive Officer (principal
executive officer)
|
R. David Hoover
|
|
|
|
|
|
/s/ Scott C. Morrison
|
|
Vice President and Treasurer (principal financial
and accounting officer)
|
Scott C. Morrison
|
|
|
|
|
|
/s/ John A. Hayes
|
|
Vice Chairman and Chief Operating Officer
|
John A. Hayes
|
|
|
S-8
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
Michael W. Feldser
|
|
President and Manager
(principal executive officer)
|
Michael
W. Feldser
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Treasurer and Manager
(principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/
Charles E. Baker
|
|
Secretary and Manager
|
Charles
E. Baker
|
|
|
|
|
|
/s/
Raymond J. Seabrook
|
|
Manager
|
Raymond
J. Seabrook
|
|
|
S-9
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
Chairman and Chief
Executive Officer (principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and
Treasurer (principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/
John A. Hayes
|
|
President, Chief Operating
Officer and Director
|
John
A. Hayes
|
|
|
S-10
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
Chairman and Chief
Executive Officer (principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and
Treasurer (principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/
John A. Hayes
|
|
Vice Chairman and Chief
Operating Officer
|
John
A. Hayes
|
|
|
S-11
Table
of Contents
SIGNATURES
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ Dave Trujillo
|
|
President and Director (principal executive officer)
|
Dave
Trujillo
|
|
|
|
|
|
/s/
Frank Weekers
|
|
Treasurer (principal
financial and accounting officer)
|
Frank
Weekers
|
|
|
|
|
|
/s/
R. David Hoover
|
|
Director
|
R.
David Hoover
|
|
|
S-12
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
Chairman and Chief
Executive Officer (principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and
Treasurer (principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/
John A. Hayes
|
|
Vice Chairman and Chief
Operating Officer
|
John
A. Hayes
|
|
|
S-13
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
David L. Taylor
|
|
President and Chief
Executive Officer (principal executive officer)
|
David
L. Taylor
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and
Treasurer (principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/
R. David Hoover
|
|
Director
|
R.
David Hoover
|
|
|
S-14
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
President and Director
(principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and
Treasurer (principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
S-15
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ R. David Hoover
|
|
President and Director (principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and
Treasurer (principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
S-16
Table
of Contents
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 February 26, 2009.
|
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 Febuary 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
David L. Taylor
|
|
President, Chief Executive
Officer and Director (principal executive officer)
|
David
L. Taylor
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and Treasurer
(principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/
R. David Hoover
|
|
Director
|
R.
David Hoover
|
|
|
S-17
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/
R. David Hoover
|
|
Chairman and Chief
Executive Officer (principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/
Scott C. Morrison
|
|
Vice President and
Treasurer (principal financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/ Charles E. Baker
|
|
Director
|
Charles
E. Baker
|
|
|
|
|
|
/s/
John A. Hayes
|
|
Vice Chairman and Chief
Operating Officer
|
John
A. Hayes
|
|
|
|
|
|
/s/
Raymond J. Seabrook
|
|
Director
|
Raymond
J. Seabrook
|
|
|
S-18
Table
of Contents
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 February 26, 2009.
|
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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ John R. Friedery
|
|
President and Director
(principal executive officer)
|
John
R. Friedery
|
|
|
|
|
|
/s/ Scott C. Morrison
|
|
Treasurer (principal
financial and accounting officer)
|
Scott
C. Morrison
|
|
|
|
|
|
/s/ John A. Hayes
|
|
Vice President and
Director
|
John
A. Hayes
|
|
|
|
|
|
/s/
R. David Hoover
|
|
Director
|
R.
David Hoover
|
|
|
S-19
Table
of Contents
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, USC May Verpackungen Holding 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 February 26, 2009.
|
USC
MAY VERPACKUNGEN HOLDING 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 February 26, 2009.
Signature
|
|
Title
|
|
|
|
/s/ R. David Hoover
|
|
Chief Executive Officer
(principal executive officer)
|
R.
David Hoover
|
|
|
|
|
|
/s/ Raymond J. Seabrook
|
|
Vice President (principal
financial officer)
|
Raymond
J. Seabrook
|
|
|
|
|
|
/s/ Douglas K. Bradford
|
|
Vice President ( principal
accounting officer)
|
Douglas
K. Bradford
|
|
|
|
|
|
/s/ Scott C. Morrison
|
|
Director
|
Scott
C. Morrison
|
|
|
|
|
|
/s/ Charles E. Baker
|
|
Director
|
Charles
E. Baker
|
|
|
S-20
Table
of Contents
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
|
|
Amended Articles of
Incorporation as of June 24, 2005 (incorporated by reference to
Exhibit 3.i to Ball Corporations Quarterly Report on Form 10-Q
filed with the SEC on August 9, 2005).
|
4.2
|
|
Bylaws of Ball Corporation
as amended July 23, 2008 (incorporated by reference to Exhibit 99.1
to Ball Corporations Current Report on Form 8-K filed with the SEC on
July 29, 2008).
|
4.3
|
|
Indenture, dated as of
March 27, 2006, by and among Ball Corporation, certain subsidiary
guarantors of Ball Corporation and The Bank of New York Mellon Trust Company,
N.A. (formerly known as The Bank of New York Trust Company, N.A.), as Trustee
(incorporated by reference to Exhibit 4.1 to Ball Corporations Current
Report on Form 8-K filed with the SEC on March 30, 2006).
|
4.4
|
|
Form of debt
securities.*
|
4.5
|
|
Specimen Certificate of
Common Stock (incorporation by reference to Ball Corporations Annual Report
on Form 10-K for the year ended December 31, 1979), filed with the
SEC on March 24, 1980.
|
4.6
|
|
Form of any
certificate of designation, preferences and rights with respect to any
preferred stock issued hereunder.*
|
4.7
|
|
Form of any preferred
stock certificate.*
|
4.8
|
|
Form of warrant
agreement.*
|
4.9
|
|
Rights Agreement, dated
July 26, 2006, by and between Ball Corporation and Computershare
Investor Services, LLC (incorporated by reference to Exhibit 4.1 to Ball
Corporations Current Report on Form 8-K filed with the SEC on
July 27, 2006).
|
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 Mellon Trust Company, N.A., 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.
S-21
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