Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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Owens-Illinois, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 22-2781933
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(State or other (IRS Employer
jurisdiction of Identification No.)
incorporation or
organization)
One SeaGate, Toledo, Ohio 43666
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(Address of principal executive offices) (Zip Code)
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FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC.
STOCK PURCHASE AND SAVINGS PROGRAM
AND
SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
NON-UNION RETIREMENT AND SAVINGS PLAN
AND
SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
SUPPLEMENTAL RETIREMENT PLAN
AND
SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
LONG-TERM SAVINGS PLAN
---------------------------------------
(cover page continued over)
Copy to:
THOMAS L. YOUNG, ESQ.
Executive Vice President- ROBERT K. BURGESS, ESQ.
Administration Latham & Watkins
and General Counsel 233 South Wacker Drive
Owens-Illinois, Inc Suite 5800
One SeaGate Chicago, Illinois 60606
Toledo, Ohio 43666 (312) 876-7700
(419) 247-5000
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(Name, address, including zip code,
and telephone number, including
area code, of agent for service)
Calculation of Registration Fee
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Proposed
Amount Proposed Maximum
Title of Each of Shares Maximum Aggregate Amount of
Class of Securities to be Offering Price Offering Registration
to be Registered Registered Per Share (2) Price (2) Fee (2)
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Common Stock,
par value
$.01 per share (1) 4,000,000 $ 10.4375 $41,750,000 $ 14,396.65
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
this registration statement also covers an indeterminate amount of
interests to be offered or sold pursuant to the Fourth Amended and
Restated Owens-Illinois, Inc. Stock Purchase and Savings Program, the
Second Amended and Restated Owens-Illinois, Inc. Non-Union Retirement
and Savings Plan, the Second Amended and Restated Owens-Illinois, Inc.
Supplemental Retirement Plan and the Second Amended and Restated Owens-
Illinois, Inc. Long-Term Savings Plan (collectively, the "Plans").
4,000,000 shares of Common Stock available under the Plans were
previously registered on Form S-8 Registration Statement No. 33-43559 on
October 28, 1991.
(2) For purposes of computing the registration fee only. Pursuant to Rule
457(c), the Proposed Maximum Offering Price Per Share, Proposed Maximum
Aggregate Offering Price and Amount of Registration Fee are based upon
the average of the high and low prices reported on the New York Stock
Exchange for the Company's Common Stock on December 23, 1994, which was
$10.4375.
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PART I
This Registration Statement covers additional securities registered for
issuance or sale under the Fourth Amended and Restated Owens-Illinois,Inc. Stock
Purchase and Savings Program, the Second Amended and Restated Owens-Illinois,
Inc. Non-Union Retirement and Savings Plan, the Second Amended and Restated
Owens-Illinois, Inc. Supplemental Retirement Plan, and the Second Amended and
Restated Owens-Illinois, Inc. Long-Term Savings Plan. The contents of prior Form
S-8 Registration Statement No. 33-43559 relating to said plans are incorporated
herein by reference.
PART II
Item 3. Incorporation of Documents by Reference
The following documents filed with the Securities and Exchange
Commission by Owens-Illinois, Inc, a Delaware corporation (the "Company"), or
by the Fourth Amended and Restated Owens-Illinois, Inc. Stock Purchase and
Savings Program, the Second Amended and Restated Owens-Illinois, Inc. Non-Union
Retirement and Savings Plan the Second Amended and Restated Owens-Illinois,Inc.
Supplemental Retirement Plan and the Second Amended and Restated Owens-Illinois,
Inc. Long-Term Savings Plan (collectively, the "Plans"), are incorporated as of
their respective dates in this Registration Statement by reference:
A. The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1993;
B. All other reports filed by the Company pursuant to Sections 13(a)
and 15(d) of the Securities Exchange Act of 1934 since December 31,
1993;
C. Description of the Company's Common Stock contained in the
Company's Registration Statement on Form S-2 filed with the
Commission on October 17, 1991 (No. 33-43224); and
D. Each of the Plans' Annual Reports on Form 11-K for the year ended
December 31, 1993.
All documents filed by the Company or the Plans pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all securities offered
have been sold or which deregisters all securities then remaining unsold, are
incorporated by reference in this Registration Statement and are a part hereof
from the date of filing such documents. Any statement contained in a document
incorporated or deemed to be incorporated by reference herein shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statment contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by
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reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 8. Exhibits
5.1 Opinion of Latham & Watkins regarding the legality of the
Common Stock being registered.
23.1 Consent of Independent Auditors.
23.2 Consent of Latham & Watkins (included in Exhibit 5.1).
24 Power of Attorney.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Toledo, State of Ohio, on this 29th day of
December, 1994.
OWENS-ILLINOIS, INC.
By: /s/ Thomas L. Young
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Thomas L. Young
Executive Vice-President
Administration,
General Counsel and Secretary
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons on behalf of
Owens-Illinois, Inc. and in the capacities and on the dates indicated.
Signature Title
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Joseph H. Lemieux Chairman, Chief Executive
Officer and Director
(Principal Executive Officer)
Lee A. Wesselmann Senior Vice President, Chief
Financial Officer and
Director (Principal Financial
Officer)
David G. Van Hooser Vice President, Treasurer and
Comptroller (Principal
Accounting Officer)
Michael W. Michelson Director
James H. Greene, Jr. Director
Edward A. Gilhuly Director
John J. McMackin, Jr. Director
By: /s/ Thomas L. Young
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Thomas L. Young
Attorney-in-fact
Date: December 29, 1994
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Pursuant to the requirements of the Securities Act of 1933, the Plans
have duly caused this Registration Statement to be signed on their behalf by
the undersigned, thereunto duly authorized, in the city of Toledo, State of
Ohio, on this 29th day of December, 1994.
FOURTH AMENDED AND RESTATED OWENS-ILLINOIS, INC. STOCK
PURCHASE AND SAVINGS PROGRAM.
THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
NON-UNION RETIREMENT AND SAVINGS PLAN.
THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
SUPPLEMENTAL RETIREMENT PLAN.
THE SECOND AMENDED AND RESTATED OWENS-ILLINOIS, INC.
LONG-TERM SAVINGS PLAN.
By: Owens-Illinois
Employee Benefits Committee
Plan Administrator
By: /s/ D. W. Pennywitt
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D. W. Pennywitt
Chairman
/s/ R. D. Lewis
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R. D. Lewis
Secretary
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INDEX TO EXHIBITS
EXHIBIT
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5.1 Opinion of Latham & Watkins regarding the legality
of the Common Stock being registered.
23.1 Consent of Independent Auditors.
24 Power of Attorney.
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