As filed with the Securities and Exchange Commission on January 15, 2016.
Registration No. 333-204940
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BALL CORPORATION
(Exact name of registrant as specified in its charter)
Indiana |
| 35-0160610 |
10 Longs Peak Drive, P.O. Box 5000
Broomfield, Colorado 80021-2510
(303) 469-3131
(Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices)
Charles E. Baker
Vice President, General Counsel and Corporate Secretary
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.
Joseph Miron
Skadden, Arps, Slate, Meagher & Flom LLP
155 North Wacker Drive
Chicago, Illinois 60606
(312) 407-0700
Approximate date of commencement of proposed sale to the public: Not applicable
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. o
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 | Accelerated filer | o |
| Non-accelerated filer (do not check if smaller reporting company) | o | Smaller reporting company | o |
TABLE OF ADDITIONAL REGISTRANTS
Exact Name of Additional Registrants |
| Jurisdiction of |
| I.R.S. Employer |
|
Ball Advanced Aluminum Technologies Corp.* |
| Delaware |
| 54-1344175 |
|
Ball Aerosol and Specialty Container Holding Corporation* |
| Delaware |
| 06-1094196 |
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Ball Aerosol and Specialty Container Inc.* |
| Delaware |
| 06-1145011 |
|
Ball Aerospace & Technologies Corp.* |
| Delaware |
| 84-1315001 |
|
Ball Asia Services Limited* |
| Delaware |
| 35-1266192 |
|
Ball Container LLC* |
| Delaware |
| 27-0671085 |
|
Ball Corporation* |
| Nevada |
| 35-1687923 |
|
Ball Delaware Holdings, LLC* |
| Delaware |
| 26-4668418 |
|
Ball Glass Containers, Inc.* |
| Delaware |
| 35-1602255 |
|
Ball Global Business Services Corp.* |
| Delaware |
| 35-2513110 |
|
Ball Holdings Corp.* |
| Delaware |
| 84-1428301 |
|
Ball Holdings LLC* |
| Delaware |
| 27-0670877 |
|
Ball Metal Beverage Container Corp.* |
| Colorado |
| 84-1326644 |
|
Ball Metal Container Corporation* |
| Indiana |
| 35-1779013 |
|
Ball Metal Food Container, LLC* |
| Delaware |
| 22-2414869 |
|
Ball Metal Food Container (Oakdale), LLC* |
| Delaware |
| 84-1534521 |
|
Ball Packaging, LLC* |
| Colorado |
| 84-1326640 |
|
Ball Pan-European Holdings, LLC (f/k/a Ball Pan-European Holdings, Inc.) |
| Delaware |
| 33-1022314 |
|
Ball Technologies Holdings Corp.* |
| Colorado |
| 84-1220333 |
|
Latas de Aluminio Ball, Inc.* |
| Delaware |
| 54-1088943 |
|
USC May Verpackungen Holding Inc. * |
| Delaware |
| 36-4335392 |
|
* Address and telephone number of principal executive offices are the same as those of Ball Corporation, an Indiana corporation.
EXPLANATORY NOTE: DEREGISTRATION OF SECURITIES
This Post-Effective Amendment No. 1 is filed by the registrants, and amends the registration statement filed by the registrants on Form S-3 (File No. 333-204940) with the Securities and Exchange Commission on June 15, 2015 (the “Registration Statement”). The registrants have filed this Post-Effective Amendment No. 1 on Form S-3 to deregister all of the securities covered under the Registration Statement that are unsold thereunder as of the date hereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 January 15, 2016.
| BALL CORPORATION | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| Vice President, General Counsel and Corporate Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Corporation in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Advanced Aluminum 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 January 15, 2016.
| BALL ADVANCED ALUMINUM TECHNOLOGIES CORP. | |
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| By: | /s/Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Advanced Aluminum Technologies Corp. in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| BALL AEROSOL AND SPECIALTY CONTAINER HOLDING CORPORATION | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Aerosol and Specialty Container Holding Corporation in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| BALL AEROSOL AND SPECIALTY CONTAINER INC. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Aerosol and Specialty Container Inc. in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| BALL AEROSPACE & TECHNOLOGIES CORP. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Aerospace & Technologies Corp. in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Asia Services Limited, 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 January 15, 2016.
| BALL ASIA SERVICES LIMITED | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Asia Services Limited in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball 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 January 15, 2016.
| BALL CONTAINER LLC | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| President and Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Container LLC in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Corporation, a Nevada 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 January 15, 2016.
| BALL CORPORATION | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| President and Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Corporation in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| BALL DELAWARE HOLDINGS, LLC | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Delaware Holdings, LLC in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Glass Containers, 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 January 15, 2016.
| BALL GLASS CONTAINERS, INC. | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| President and Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Glass Containers, Inc. in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Global Business Services 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 January 15, 2016.
| BALL GLOBAL BUSINESS SERVICES CORP. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Global Business Services Corp. in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Holdings 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 January 15, 2016.
| BALL HOLDINGS CORP. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Holdings Corp. in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball 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 January 15, 2016.
| BALL HOLDINGS LLC | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| President and Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Holdings LLC in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| BALL METAL BEVERAGE CONTAINER CORP. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Metal Beverage Container Corp. in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Metal Container Corporation, an Indiana 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 January 15, 2016.
| BALL METAL CONTAINER CORPORATION | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Metal Container Corporation in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| BALL METAL FOOD CONTAINER, LLC | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Metal Food Container, LLC in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Metal Food Container (Oakdale), 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 January 15, 2016.
| BALL METAL FOOD CONTAINER (OAKDALE), LLC | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Metal Food Container (Oakdale), LLC in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Packaging, LLC, a Colorado 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 January 15, 2016.
| BALL PACKAGING, LLC | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Packaging, LLC in reliance on Rule 478 of the Securities Act of 1933, as amended.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, Ball Pan-European Holdings, LLC (f/k/a Ball Pan-European Holdings, Inc.), 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 January 15, 2016.
| BALL PAN-EUROPEAN HOLDINGS, LLC | |
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| By: | /s/ Charles E. Baker |
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| Charles E. Baker |
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| Assistant Secretary |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Pan-European Holdings, LLC in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| BALL TECHNOLOGIES HOLDINGS CORP. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Ball Technologies Holdings Corp. in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| LATAS DE ALUMINIO BALL, INC. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of Latas de Aluminio Ball, Inc. in reliance on Rule 478 of the Securities Act of 1933, as amended.
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 January 15, 2016.
| USC MAY VERPACKUNGEN HOLDING INC. | |
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| By: | /s/ Scott C. Morrison |
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| Scott C. Morrison |
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| Vice President |
Note: No other person is required to sign this Post-Effective Amendment No. 1 to the Registration Statement on behalf of USC May Verpackungen Holding Inc. in reliance on Rule 478 of the Securities Act of 1933, as amended.