SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
Form 8-K
CURRENT REPORT
Pursuant to Section 13 of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) April 30, 1998
Owens-Illinois, Inc.
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(Exact name of registrant as specified in its charter)
Delaware 1-9576 22-2781933
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(State or other (Commission (IRS Employer
jurisdiction of File No.) Identification No.)
incorporation)
One SeaGate, Toledo, Ohio 43666
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(Address of principal executive offices) (Zip code)
Registrants' telephone number,
including area code: 419-247-5000
Item 2. Acquisition or Disposition of Assets.
On April 30, 1998, Owens-Illinois, Inc. (the "Company") completed the
previously announced acquisition of the worldwide glass and plastics packaging
businesses of BTR plc. The businesses acquired from BTR include ACI Glass
Packaging, which has been one of the Company's technical assistance licensees
for over 30 years, and Continental PET Technologies, a leading supplier of
polyethylene terephthalate hot fill food and drink containers. The Company
acquired these businesses by purchasing the stock of several BTR subsidiaries
and by repaying or assuming indebtedness of certain of the subsidiaries
pursuant to the Share Disposition Agreement dated March 1, 1998, among BTR plc,
Owens-Illinois, Inc. and the Other Parties Named Therein. A copy of the
Company's April 30, 1998, press release announcing the completion of the
acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.
The total purchase price of approximately $3.6 billion cash was determined
through arm's length negotiations between BTR and the Company. The Share
Disposition Agreement was filed as an exhibit to the Company's Current Report
on Form 8-K dated April 16, 1998, and is incorporated herein by reference.
Financing for the acquisition was provided by borrowings under the Company's
Second Amended and Restated Credit Agreement entered into on April 30, 1998.
Lenders under the Agreement include four Agent Banks (Bankers Trust Company,
Bank of America National Trust and Savings Association, The Bank of Nova
Scotia and NationsBank, N.A.) and 64 other banks.
Item 7. Financial Statements and Exhibits.
*(a) Financial statements of business acquired.
Audited combined financial statements of BTR Packaging (as defined in
Note 1 to the financial statements) for the years ended December 31,
1995, 1996 and 1997.
- Report of Independent Auditors - Ernst & Young
- Combined Profit and Loss Statements
- Combined Balance Sheets
- Combined Statements of Cash Flows
- Notes to and Forming Part of the Combined Financial Statements
*(b) Unaudited pro forma financial information.
- Pro Forma Condensed Consolidated Balance Sheet at December 31, 1997
- Pro Forma Condensed Consolidated Statement of Results of Operations
for the year ended December 31, 1997
- Notes to Pro Forma Condensed Consolidated Financial Statements
(c) Exhibits.
* 2.1 - Share Disposition Agreement dated as of 1 March 1998.
99.1 - Owens-Illinois, Inc. press release dated April 30, 1998.
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* - Previously filed under the Company's Current Report on Form 8-K
dated April 16, 1998.
SIGNATURES
Pursuant to the requirements of the Securites Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
OWENS-ILLINOIS, INC.
By /s/ Lee A. Wesselmann
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Lee A. Wesselmann
Senior Vice President and
Chief Financial Officer
(Principal Financial Officer)
Dated: May 5, 1998
EXHIBIT INDEX
Exhibit
Number Exhibit
99.1 Owens-Illinois press release dated
April 30, 1998