SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section240.14a-12
BALL CORPORATION
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(Name of Registrant as Specified In Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the
Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required.
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.
(1) Title of each class of securities to which transaction
applies:
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(2) Aggregate number of securities to which transaction
applies:
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(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the
amount on which the filing fee is calculated and state how
it was determined):
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the offsetting fee was paid previously. Identify the previous
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[BALL CORPORATION LOGO]
BALL CORPORATION
10 LONGS PEAK DRIVE, BROOMFIELD, COLORADO 80021-2510
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NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 25, 2001
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The Annual Meeting of Shareholders of Ball Corporation will be held at the
Corporation's offices, 10 Longs Peak Drive, Broomfield, Colorado, on Wednesday,
April 25, 2001, at 9:00 a.m. (MDT) for the following purposes:
1. To elect three directors to serve three-year terms expiring at the 2004
Annual Meeting of Shareholders;
2. To ratify the appointment of PricewaterhouseCoopers LLP as independent
accountants for the Corporation for 2001;
3. To consider and act upon, if presented at the shareholders' meeting, the
shareholder proposal set forth on page 16 in the accompanying Proxy
Statement; and
4. To transact any other business as properly may come before the meeting,
although it is anticipated that no business will be conducted other than
the matters listed above.
Only holders of Common Stock of record at the close of business March 1,
2001, are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
A Proxy Statement appears on the following pages. A copy of the Annual
Report for 2000 is being mailed to you with this Notice of Annual Meeting of
Shareholders and Proxy Statement.
By Order of the Board of Directors
Elizabeth A. Overmyer
CORPORATE SECRETARY
March 15, 2001
Broomfield, Colorado
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, SIGN, DATE AND RETURN PROMPTLY YOUR PROXY IN THE
ENCLOSED
POSTAGE-PAID ENVELOPE, OR SUBMIT YOUR PROXY VIA THE TELEPHONE OR INTERNET,
AS SOON AS POSSIBLE, SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING
IN ACCORDANCE WITH YOUR INSTRUCTIONS.
__________________________
PLEASE NOTE: THE 2001 ANNUAL MEETING WILL BE HELD TO TABULATE THE VOTES CAST
AND
TO REPORT THE RESULTS OF VOTING ON THE THREE ITEMS DESCRIBED ABOVE. NO
PRESENTATIONS
OR OTHER BUSINESS MATTERS ARE PLANNED FOR THE MEETING.
BALL AND [BALL CORPORATION LOGO] ARE TRADEMARKS OF BALL CORPORATION, REG. U.S.
PAT. & TM. OFFICE
BALL CORPORATION
10 LONGS PEAK DRIVE, BROOMFIELD, COLORADO 80021-2510
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PROXY STATEMENT
MARCH 15, 2001
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ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD WEDNESDAY, APRIL 25, 2001
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To Shareholders of Ball Corporation:
This Proxy Statement and the accompanying proxy card are furnished to
shareholders in connection with the solicitation by the Board of Directors of
Ball Corporation of proxies to be voted at the Annual Meeting of Shareholders to
be held April 25, 2001, for the purposes stated in the accompanying notice of
the meeting.
Please complete, sign, date and return your proxy card, or submit your proxy
via the telephone or Internet, as soon as possible, so that your shares can be
voted at the meeting. Any Ball Corporation shareholder of record desiring to
submit his proxy by telephone or via the Internet will be required to enter the
unique voter control number imprinted on his Ball Corporation proxy card, and
therefore should have the card for reference when initiating the process.
- To submit your proxy by telephone, call 1-877-779-8683 on a touch-tone
telephone, and follow the simple menu instructions provided. There is no
charge for this call.
- To submit your proxy over the Internet, log on to the website
http://www.eproxyvote.com/bll and follow the simple instructions provided.
Similar instructions are included on the enclosed proxy card.
A shareholder of the Corporation may revoke a proxy at any time by sending
written notice of revocation to the Corporate Secretary; by voting again by
telephone, via the Internet or in writing; or by voting in person at the
meeting.
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
At the close of business on March 1, 2001, there were outstanding and
entitled to vote 27,465,505 shares of Common Stock (including the associated
preferred stock purchase rights under the Rights Agreement dated as of
January 24, 1996, between the Corporation and The First National Bank of
Chicago). Each share of Common Stock is entitled to one vote. Shareholders do
not have cumulative voting rights with respect to the election of directors.
Based on Schedule 13G filings with the Securities and Exchange Commission,
the following table indicates the beneficial owners of more than 5 percent of
the Corporation's outstanding Common Stock as of December 31, 2000:
NAME AND ADDRESS SHARES PERCENT
OF BENEFICIAL OWNER BENEFICIALLY OWNED OF CLASS
---------------------------- ------------------------ ----------
FMR Corp. 3,583,781 12.7
82 Devonshire Street (sole dispositive power)
Boston, MA 02109 (sole voting power
270,619 shares)
Iridian Asset Management LLC 2,005,364 7.1
276 Post Road West, Suite (shared voting and
100 dispositive power)
Westport, CT 06880-4704
1
The following table lists the beneficial ownership, as of the close of
business on March 1, 2001, of Common Stock of the Corporation, of director
nominees, continuing directors, the Chief Executive Officer and the four other
most highly compensated executive officers and, as a group, of such persons and
other executive officers. Unless otherwise noted, the beneficial owner has sole
voting and investment power.
NAME OF SHARES PERCENT OF
TITLE OF CLASS BENEFICIAL OWNER BENEFICIALLY OWNED(1) CLASS
-------------- ------------------------------------ --------------------- ------------
Common Frank A. Bracken 295,440(2) 1.08
Common Howard M. Dean 15,319(3) .06
Common John T. Hackett 11,606(11) .04
Common R. David Hoover 200,505(4) .73
Common John F. Lehman 14,730(11) .05
Common Ruel C. Mercure, Jr. 19,109(11) .07
Common Leon A. Midgett 46,768(5) .17
Common Jan Nicholson 33,263(11) .12
Common Raymond J. Seabrook 68,496(6) .25
Common George A. Sissel 387,500(7) 1.41
Common William P. Stiritz 415,062(8) 1.51
Common Stuart A. Taylor II 4,436(9) .02
Common David A. Westerlund 70,079(10) .26
Common All of the above and present 1,693,799 6.17
executive officers as a
group (18)
- ------------------------
(1) Full voting and dispositive power, unless otherwise noted.
(2) Includes 6,220 shares owned by Mr. Bracken's wife, as to which he disclaims
beneficial ownership, and 5,000 shares that he may acquire during the next
60 days upon the exercise of stock options.
(3) Includes 250 shares owned by Mr. Dean's wife, as to which he disclaims
beneficial ownership, and 5,000 shares that he may acquire during the next
60 days upon the exercise of stock options.
(4) Includes 27,436 shares held in trust for Mr. Hoover's wife, as to which he
disclaims beneficial ownership, and 157,001 shares that he may acquire
during the next 60 days upon the exercise of stock options.
(5) Includes 28,251 shares that Mr. Midgett may acquire during the next 60 days
upon the exercise of stock options.
(6) Includes 44,318 shares that Mr. Seabrook may acquire during the next 60
days upon the exercise of stock options.
(7) Includes 10,000 shares owned by Mr. Sissel's wife, as to which he disclaims
beneficial ownership, and 308,835 shares that he may acquire during the
next 60 days upon the exercise of stock options.
(8) Includes 100,000 shares owned by Mr. Stiritz' wife, as to which he
disclaims beneficial ownership, and 5,000 shares that he may acquire during
the next 60 days upon the exercise of stock options.
(9) Includes 2,500 shares that Mr. Taylor may acquire during the next 60 days
upon the exercise of stock options.
(10) Includes 51,750 shares that Mr. Westerlund may acquire during the next 60
days upon the exercise of stock options.
(11) Includes 5,000 shares that Messrs. Hackett, Lehman and Mercure and
Ms. Nicholson may each acquire during the next 60 days upon the exercise
of stock options.
VOTING ITEM 1 -- ELECTION OF DIRECTORS
In 1985 the shareholders adopted the Amended Articles of Incorporation of
Ball Corporation, dividing the Board into three classes, as nearly equal in
number as possible, with directors serving staggered three-year terms. On
April 25, 2001, three persons are to be elected to serve as directors until
2004. Unless otherwise instructed on the proxy card, the persons named in the
accompanying proxy intend to vote for nominees Frank A. Bracken, John F. Lehman
and George A. Sissel to hold office as directors of the Corporation until the
2004 Annual Meeting of Shareholders, or, in each case until his respective
successor is elected and qualified. All nominees have consented to be named as
candidates in the Proxy Statement and have agreed to serve if elected. If, for
any reason, any of the nominees becomes unavailable for election, the shares
represented by proxies will be voted for any substitute nominee or nominees
designated by the Board of Directors. The Board has no reason to believe that
any of the nominees will be unable to serve. The shareholders previously elected
all director nominees and all continuing directors whose terms have not expired.
In accordance with Indiana Business Corporation Law, directors are elected
by a plurality of the votes cast by the shares entitled to vote in the election
at a meeting at which a quorum is present. Abstentions and broker nonvotes are
considered neither votes "for" nor "against." Proxies may not be voted for a
greater number of persons than the three nominees named.
Set forth for each director nominee in Class I and for each continuing
director in Classes II and III are his principal occupation and employment
during the past five years, the period during which he has served as a director
and certain other information.
2
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
TO BE ELECTED FOR A TERM OF THREE YEARS UNTIL THE 2004 ANNUAL MEETING (CLASS I)
Of Counsel, Bingham Summers Welsh & Spilman, Director since 1995. Member, Audit, Executive and
[PHOTO] Attorneys at Law, Indianapolis, Indiana, since Nominating Committees.
FRANK A. BRACKEN June 1994; Deputy Secretary, U.S. Department of Mr. Bracken is a director of First Merchants
the Interior, 1989 to 1993; Chairman of the Board, Corporation, Muncie, Indiana.
Ball-InCon Glass Packaging Corp., 1987 to 1989.
Various corporate positions, 1972 to 1987.
Age 66.
Chairman, J. F. Lehman & Company, New York, New Director since 1987. Member, Finance, Human
[PHOTO] York, since November 1990; Chairman of the Board, Resources and Nominating Committees.
JOHN F. LEHMAN Sperry Marine Inc., Charlottesville, Virginia, Mr. Lehman is a director of OAO Technology
November 1993 to May 1996; Managing Director, Solutions Inc., Greenbelt, Maryland.
Investment Banking Division, PaineWebber Inc.,
New York, New York, January 1988 to November 1990;
Secretary of the Navy, Washington, D.C., from
February 1981 to April 1987. Age 58.
Chairman of the Board, Ball Corporation, since Director since 1995. Member, Executive Committee.
[PHOTO] January 2001; Chairman and Chief Executive Mr. Sissel is a director of First Merchants
GEORGE A. SISSEL Officer, Ball Corporation, January 1998 to January Corporation, Muncie, Indiana.
2001; Chairman, President and CEO, April 1996 to
January 1998; President and CEO, April 1995 to
April 1996; Acting President and CEO, May 1994 to
April 1995; Senior Vice President, Corporate
Affairs; Corporate Secretary and General Counsel,
1993 to 1995; Senior Vice President, Corporate
Secretary and General Counsel, 1987 to 1993; Vice
President, Corporate Secretary and General
Counsel, 1981 to 1987; various corporate
positions, 1970 to 1981. Age 64.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE.
3
TO CONTINUE IN OFFICE UNTIL THE 2002 ANNUAL MEETING (CLASS II)
Chairman and Chief Executive Officer, CDM Optics, Director since 1996. Member, Audit and Finance
[PHOTO] Inc., Boulder, Colorado, since 1997; Chairman, Committees.
RUEL C. MERCURE, JR. WITI Corporation, Boulder, Colorado, 1991 to 2000; Mr. Mercure is a director of Applied Magnetics
Member of the faculty, University of Colorado, Corp., Goleta, California.
1988 to 1996; Owner, Colorado Venture Manage-
ment, 1980 to 1988; various executive aerospace
positions, Ball Corporation, 1956 to 1980. Age 69.
Chairman, Chief Executive Officer and President, Director since 1983. Member, Audit, Human
[PHOTO] Agribrands International, Inc., St. Louis, Resources and Nominating Committees.
WILLIAM P. STIRITZ Missouri, since March 1998, and Chairman, Ralston Mr. Stiritz is a director of Agribrands Inter-
Purina Company, St. Louis, Missouri, since October national, Inc., Energizer Holdings, Inc., May
1997; Chairman, President and Chief Executive Department Stores Co., Ralcorp Holdings, Inc.,
Officer, 1982 to 1997. Age 66. Ralston Purina Company, Reinsurance Group of
America, Inc., all of St. Louis, Missouri, and
Vail Resorts Inc., Avon, Colorado.
Senior Managing Director, Bear, Stearns & Co. Director since 1999. Member, Finance and Human
[PHOTO] Inc., Chicago, Illinois, since July 1999; Managing Resources Committees.
STUART A. TAYLOR II Director, CIBC World Markets, Chicago, Illinois,
April 1997 to July 1999; Managing Director,
Bankers Trust Company, Chicago, Illinois, January
1995 to April 1997; Vice President, Bankers Trust
Company, July 1993 to January 1995; Vice
President, Morgan Stanley & Co. Incorporated,
Chicago, Illinois, January 1991 to July 1993. Age
40.
4
TO CONTINUE IN OFFICE UNTIL THE 2003 ANNUAL MEETING (CLASS III)
Chairman of the Board and Chief Executive Officer, Director since 1984. Member, Executive, Human
[PHOTO] Dean Foods Company, Franklin Park, Illinois, since Resources and Nominating Committees.
HOWARD M. DEAN January 1989; President and Chief Executive Mr. Dean is a director of Dean Foods Company,
Officer, 1987 to 1989. Age 63. Franklin Park, Illinois, and Yellow Corporation,
Overland Park, Kansas.
Managing General Partner, CID Equity Partners, Director since 1994. Member, Executive, Human
[PHOTO] Indianapolis, Indiana, since 1991; Vice President Resources and Nominating Committees.
JOHN T. HACKETT of Finance and Administration, Indiana University, Mr. Hackett is a director of Irwin Financial
Bloomington, Indiana, 1989 to 1991. Prior to 1989, Corporation, Columbus, Indiana; Meridian Insurance
he served as Executive Vice President, Chief Group, Inc., Indianapolis, Indiana; Wabash
Financial Officer and Director of Cummins Engine National Corp., Lafayette, Indiana, and Waterlink
Company, Columbus, Indiana. Age 68. Inc., Canton, Ohio.
President and Chief Executive Officer, Ball Director since 1996. Member, Finance Committee.
[PHOTO] Corporation, since January 2001; Vice Chairman, Mr. Hoover is a director of Datum, Inc., Irvine,
R. DAVID HOOVER President and Chief Operating Officer, April 2000 California, and Energizer Holdings, Inc., St.
to January 2001; Vice Chairman, President and Louis, Missouri.
Chief Financial Officer, January 2000 to April
2000; Vice Chairman and CFO, January 1998 to Janu-
ary 2000; Executive Vice President and CFO, April
1997 to January 1998; Executive Vice President,
CFO and Treasurer, April 1996 to April 1997;
Executive Vice President and CFO, July 1995 to
April 1996; Senior Vice President and CFO, August
1992 to July 1995; Vice President and Treasurer,
September 1988 to August 1992; various financial
positions since 1970. Age 55.
President, The Grable Foundation, Pittsburgh, Director since 1994. Member, Audit and Finance
[PHOTO] Pennsylvania, since 1990; Managing Director, Committees.
JAN NICHOLSON Strategic Risk Assessment, MBIA Insurance
Corporation, Armonk, New York, February 1998 to
May 2000; Managing Director, Research and
Development, Capital Markets Assurance Corporation
(CapMAC), New York, New York, May 1994 to February
1998; Vice President and Manager of Northeast
Department for Citicorp Real Estate, New York, New
York, 1990 to 1994. Age 55.
5
CERTAIN COMMITTEES OF THE BOARD
Among the standing committees of the Board of Directors are the Audit,
Nominating and Human Resources Committees.
AUDIT COMMITTEE:
The primary purpose of the Audit Committee is to assist the Board of
Directors in fulfilling its responsibilities to oversee management's conduct of
the Corporation's public financial reporting process, including overviewing the
accounting policies and the system of internal accounting controls, and the
audit efforts of the Corporation's independent accountants and the internal
audit department. Current members of the Audit Committee, all of whom are
independent as defined by Sections 303.01(B)(2)(a) and (3) of the New York Stock
Exchange listing standards, are Messrs. Stiritz (Chairman), Bracken and Mercure,
and Ms. Nicholson. The Audit Committee met four times during 2000. The Report of
the Audit Committee is set forth on page 15. The full text of the Audit
Committee Charter, as recommended for adoption by the Committee and adopted by
the Board of Directors on April 26, 2000, is attached to this Proxy Statement as
an appendix. The Committee considered whether the non-audit services provided
during 2000 by the independent accountants as disclosed below were compatible
with maintaining the accountants' independence. The aggregate fees billed by
PricewaterhouseCoopers LLP for services rendered during 2000 are as follows:
Financial Information Systems
Audit Fees Design and Implementation All Other Fees
Fees
$1,260,000 $0 $2,177,000
NOMINATING COMMITTEE:
The duties of the Nominating Committee are: (a) develop and maintain a list
of qualified candidates to fill vacancies on the Board and aid in attracting
qualified candidates to the Board; (b) recommend to the Board candidates to fill
any vacancies on the Board; (c) recommend to the Board annually a slate of
directors to be elected by the shareholders at the Annual Meeting and recommend
to the Board the inclusion of the slate in the Proxy Statement; and
(d) recommend the compensation for services as director to be paid to
nonmanagement directors. Current members of the Nominating Committee are Messrs.
Bracken (Chairman), Dean, Hackett, Lehman and Stiritz. The Nominating Committee
met twice during 2000. The Nominating Committee will consider nominees
recommended by shareholders. Any such recommendation should be in writing and
addressed to the Corporate Secretary, Ball Corporation, 10 Longs Peak Drive,
Broomfield, Colorado 80021-2510.
HUMAN RESOURCES COMMITTEE:
The duties of the Human Resources Committee are: (a) approve the salaries of
all elected corporate officers and other employees of the Corporation, as the
Board of Directors may determine and direct from time to time; (b) approve the
Corporation's schedule of salary ranges and grades for all salaried employees;
(c) approve the Corporation's schedule for approval signatures to be required
for salary and employee status changes; (d) approve the Corporation's incentive
compensation program, including its design, participation basis and
participation rates, as they apply to all elected corporate officers and other
employees of the Corporation as the Board of Directors may determine and direct
from time to time; (e) approve major salaried benefit plans, changes, plan
additions, terminations, and discontinuations; (f) direct the administration of
the Corporation's various stock option plans, stock appreciation rights plans,
the restricted stock plans and deferred compensation plans, in accordance with
such plans; (g) designate from time to time those officers and other key
employees of the Corporation and its subsidiaries to whom option and/or
restricted stock awards are to be granted and approve the number of shares to be
optioned and/or granted from time to time to any individual; and (h) perform
such other functions with respect to employee compensation as may be requested
by the Board of Directors. Current members of the Human Resources Committee are
Messrs. Dean (Chairman), Hackett, Lehman, Stiritz and Taylor. The Human
Resources Committee met five times during 2000.
BOARD MEETINGS
The Board of Directors held six meetings during 2000. Every director
attended 75 percent or more of the aggregate of the total number of meetings of
the Board of Directors and the total number of meetings held by all committees
of the Board on which the director served.
SHAREHOLDER PROPOSALS FOR 2002 ANNUAL MEETING
To be eligible for inclusion in the Corporation's Proxy Statement for the
2002 Annual Meeting, proposals of shareholders must be in writing and be
received by the Corporate Secretary at the Corporation's principal executive
offices, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510, by November 15,
2001.
If a shareholder desires to bring business before the 2002 Annual Meeting
which is not the subject of a proposal submitted for inclusion in the Proxy
Statement, he must notify the Corporation in writing by January 29, 2002, or the
proposal may be considered untimely, and management's proxies may exercise their
discretionary authority to vote previously solicited proxies against such
proposal if it is raised at the Annual Meeting.
6
EXECUTIVE COMPENSATION
The following table sets forth information concerning the annual and
long-term compensation for services in all capacities to the Corporation of the
Chief Executive Officer and each of the next four most highly compensated
executive officers of the Corporation (the Named Executive Officers) in office
on December 31, 2000:
SUMMARY COMPENSATION TABLE
LONG-TERM COMPENSATION
----------------------------------
ANNUAL COMPENSATION AWARDS PAYOUTS
------------------------------------- ----------------------- --------
RESTRICTED SECURITIES
NAME AND PRINCIPAL OTHER ANNUAL STOCK UNDERLYING LTIP ALL OTHER
POSITION YEAR SALARY BONUS(1) COMPENSATION AWARDS(2) OPTIONS PAYOUTS COMPENSATION(3)
- -------------------------- -------- -------- ---------- ------------- ---------- ---------- -------- ---------------
George A. Sissel 2000 $740,000 $1,050,413 $491,535 $304,855
Chairman and 1999 690,000 1,140,523 753,531 149,999
Chief Executive 1998 650,000 1,108,444 $1,330,000 559,465 126,462
Officer(4)
R. David Hoover 2000 500,000 621,956 242,576 127,970
Vice Chairman, President 1999 391,000 570,211 345,355 112,440
and Chief Operating 1998 365,490 510,888 875,000 246,058 95,521
Officer(4)
Leon A. Midgett 2000 368,692 460,616 112,774 45,829
Executive Vice President
and Chief Operating
Officer, Packaging
Raymond J. Seabrook 2000 272,431 283,987 91,476 46,788
Senior Vice President 1999 238,000 273,332 128,663 43,748
and
Chief Financial Officer 1998 220,573 254,843 420,000 87,827 37,930
David A. Westerlund 2000 245,400 241,050 84,800 24,763
Senior Vice President, 1999 227,400 259,731 121,591 19,582
Administration 1998 209,965 240,446 420,000 79,127 14,207
- ------------------------
(1) As noted in the Report of the Human Resources Committee, Ball Corporation
uses the term Incentive Compensation rather than Bonus. Also noted in the
Report of the Human Resources Committee is the performance level of the
Corporation and each of the operating groups in relation to incentive
targets and the resulting impact on the "bonus" amounts shown above.
(2) These restricted shares were granted after the acquisition of the assets of
the can division of Reynolds Metals Company. This one-time grant was made
pursuant to the acquisition-related, special incentive for senior
executives. The Restricted Stock restrictions are designed to lapse in
increments, based on achievement of performance goals related to the
successful integration of the acquired assets and achievement of synergies
within the metal beverage operations. If the restrictions do not lapse in
such increments, they will not lapse until September 23, 2005.
(3) The amounts shown in the All Other Compensation column for 2000 consist of
the following:
Mr. Sissel -- above-market interest on deferred compensation account,
$279,184; company contribution to Employee Stock Ownership Plan, $1,170;
company contribution to Employee Stock Purchase Plan, $1,200;
Supplemental Long-Term Disability premium, $2,304; compensation
attributable to the split-dollar life insurance program, $20,997.
Mr. Hoover -- above-market interest on deferred compensation account,
$56,146; company contribution to Employee Stock Ownership Plan, $1,170;
company contribution to Employee Stock Purchase Plan, $1,200;
Supplemental Long-Term Disability premium, $2,304; compensation
attributable to the split-dollar life insurance program, $67,150.
Mr. Midgett -- above-market interest on deferred compensation account,
$41,575; company contribution to Employee Stock Ownership Plan, $1,170;
company contribution to Employee Stock Purchase Plan, $780; Supplemental
Long-Term Disability premium, $2,304.
Mr. Seabrook -- above-market interest on deferred compensation account,
$19,800; company contribution to Employee Stock Ownership Plan, $1,170;
Supplemental Long-Term Disability premium, $2,304; compensation
attributable to the split-dollar life insurance program, $23,514.
Mr. Westerlund -- above-market interest on deferred compensation account,
$20,089; company contribution to Employee Stock Ownership Plan, $1,170;
company contribution to Employee Stock Purchase Plan, $1,200;
Supplemental Long-Term Disability premium, $2,304.
(4) Effective January 24, 2001, Mr. Hoover was elected President and Chief
Executive Officer. Mr. Sissel continues to serve the Corporation as Chairman
of the Board.
7
LONG-TERM INCENTIVE COMPENSATION
STOCK OPTION GRANTS AND EXERCISES
The following tables present certain information for the Named Executive
Officers relating to stock option grants and exercises during 2000 and, in
addition, information relating to the valuation of unexercised stock options:
STOCK OPTION GRANTS IN 2000
PERCENTAGE OF
TOTAL OPTIONS
GRANTED TO
OPTIONS EMPLOYEES IN EXERCISE PRICE EXPIRATION GRANT DATE
NAME GRANTED FISCAL 2000 (PER SHARE) DATE PRESENT VALUE(2)
---- -------- ------------- -------------- ---------- ----------------
George A. Sissel......................... 40,000(1) 10.52 $33.0625 04/25/10 $486,300
R. David Hoover.......................... 15,000(1) 3.94 $33.0625 04/25/10 $182,363
Leon A. Midgett.......................... 10,000(1) 2.63 $33.0625 04/25/10 $121,575
Raymond J. Seabrook...................... 10,000(1) 2.63 $33.0625 04/25/10 $121,575
David A. Westerlund...................... 10,000(1) 2.63 $33.0625 04/25/10 $121,575
- ------------------------
(1) In consideration of company and individual performance, the Human Resources
Committee determined that stock option grants would be made to these
individuals in 2000. Options were granted April 25, 2000, and are
exercisable beginning one year after grant and each year thereafter in 25
percent increments.
(2) Grant date option values are estimated at $12.1575 per share based on the
Black-Scholes option-pricing model adapted for use in valuing employee stock
options. The estimated value under the Black-Scholes model is based on
assumptions of volatility of 32.43 percent, a risk-free rate of return of
6.36 percent, a dividend yield of 1.30 percent, an expected option term of
5.5 years, and no adjustment for the risk of forfeiture. The actual value,
if any, an executive may realize will depend on the excess of the stock
price over the exercise price on the date the option is exercised.
Consequently, there is no assurance the value realized by an executive will
be at or near the value estimated by the Black-Scholes model.
AGGREGATED STOCK OPTION EXERCISES IN 2000
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED
OPTIONS HELD AT IN-THE-MONEY OPTIONS AT
DECEMBER 31, 2000 DECEMBER 31, 2000(1)
SHARES ACQUIRED VALUE --------------------------- ---------------------------
NAME ON EXERCISE REALIZED EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- --------------- ---------- ----------- ------------- ----------- -------------
George A. Sissel.............. 0 $ 0.00 280,085 93,750 $4,592,052 $1,168,906
R. David Hoover............... 0 0.00 151,752 61,250 2,192,792 548,831
Leon A. Midgett............... 0 0.00 23,251 41,250 275,443 367,788
Raymond J. Seabrook........... 0 0.00 39,068 20,500 604,846 253,761
David A. Westerlund........... 0 0.00 48,411 20,500 735,317 253,761
- ------------------------
(1) Based on the closing price on the New York Stock Exchange -- Composite
Transactions of the Corporation's Common Stock on December 29, 2000, of
$46.06.
8
LONG-TERM CASH INCENTIVE
The following table presents information for the Named Executive Officers
concerning the Long-Term Cash Incentive Plan and, in addition, information
relating to the estimated future payouts.
LONG-TERM CASH INCENTIVE PLAN -- AWARDS IN LAST FISCAL YEAR
ESTIMATED FUTURE PAYOUTS(2)
NUMBER OF PERFORMANCE PERIOD ---------------------------------
NAME UNITS(1) UNTIL MATURATION THRESHOLD TARGET MAXIMUM
---- --------- ------------------ --------- -------- ----------
George A. Sissel........................ 0 1/1/99 - 12/31/01 $260,326 $520,652 $1,041,305
R. David Hoover......................... 0 1/1/99 - 12/31/01 156,697 319,210 638,420
Leon A. Midgett......................... 0 1/1/99 - 12/31/01 72,866 149,477 298,594
Raymond J. Seabrook..................... 0 1/1/99 - 12/31/01 51,544 107,382 214,765
David A. Westerlund..................... 0 1/1/99 - 12/31/01 45,360 94,500 188,999
- ------------------------
(1) Participants are not awarded a number of units. Awards are expressed as a
percentage of average annual salary and "bonus" at target during the
performance period. However, Named Executive Officers, including the Chief
Executive Officer, whose Ball Corporation stock holdings are below the
established guidelines, will receive one-half of their award in Ball
Corporation Restricted Stock.
(2) Estimated future payouts ("earned awards") are based on Ball's total
shareholder return performance, i.e., stock price appreciation plus
dividends, over three-year performance cycles which begin at the start of
each calendar year, relative to the total shareholder return of companies
comprising the S&P Industrials index.
RETIREMENT PLANS
The following table, for purposes of illustration, indicates the amounts of
annual retirement income which would be payable in 2001 to the Named Executive
Officers at normal retirement age 65. The calculation of retirement benefits
under the plans generally is based upon average earnings (base salary only) for
the highest five consecutive years of the ten years preceding retirement.
PENSION PLAN TABLE
YEARS OF SERVICE
----------------------------------------------------
AVERAGE ANNUAL EARNINGS 15 20 25 30 35
- ----------------------- -------- -------- -------- -------- --------
$150,000 $ 30,959 $ 41,279 $ 59,599 $ 61,918 $ 72,238
200,000 42,209 56,279 70,349 84,418 98,488
250,000 53,459 71,279 89,098 106,918 124,738
300,000 64,709 86,279 107,849 129,418 150,988
350,000 75,959 101,279 126,599 151,918 177,238
400,000 87,209 116,279 145,348 174,418 203,488
450,000 98,459 131,279 164,099 196,918 229,738
500,000 109,709 146,279 182,849 219,418 255,988
550,000 120,959 161,279 201,598 241,918 282,238
600,000 132,209 176,279 220,349 264,418 308,488
650,000 143,459 191,279 239,099 286,918 334,738
9
The Corporation's qualified salaried retirement plans provide defined
benefits determined by base salary and years of service. The Corporation has
also adopted a nonqualified supplemental executive retirement plan that provides
benefits otherwise not payable under the qualified pension plan to the extent
that the Internal Revenue Code limits the pension to which an executive would be
entitled under the qualified pension plan. The benefit amounts shown in the
preceding table reflect the amount payable as a straight life annuity and
include amounts payable under the supplemental retirement plan. Messrs. Sissel,
Hoover and Seabrook participate in a split-dollar life insurance plan, and
supplemental retirement benefits cease thirty days following the termination of
the Corporation's interest in the participant's split-dollar policy.
Average Annual Earnings used under the pension formula to calculate benefits
together with years of benefit service, as of December 31, 2000, for the Named
Executive Officers are: George A. Sissel, $636,000 (30.33 years); R. David
Hoover, $360,908 (30.54 years); Leon A. Midgett, $248,306 (28.17 years); Raymond
J. Seabrook, $220,390 (8.21 years); and David A. Westerlund, $201,830 (25.33
years) (offset by benefits received from a prior employer).
TERMINATION OF EMPLOYMENT AND CHANGE-IN-CONTROL ARRANGEMENTS
The Corporation maintains a revocable, funded grantor trust, which, in the
event a change in control of the Corporation occurs, would become irrevocable
with funds thereunder to be available to apply to the Corporation's obli-
gations under its deferred compensation plans covering key employees, including
the Named Executive Officers. Under the trust, "change in control" can occur by
virtue, in general terms, of an acquisition by any person of 40 percent or more
of the Corporation's voting shares; a merger in which shareholders of the
Corporation before the merger own less than 60 percent of the Corporation's
Common Stock after the merger; shareholder approval of a plan to sell or dispose
of substantially all of the assets of the Corporation; a change of a majority of
the Corporation's Board of Directors within a 12-month period unless approved by
two-thirds of the directors in office at the beginning of such period; a
threatened change in control, deemed to exist if there is an agreement which
would result in a change in control or public announcement of intentions to
cause a change in control; and by the adoption by the Board of Directors of a
resolution to the effect that a change or threatened change in control has
occurred for purposes of the trust. The trust was partially funded as of
December 31, 2000, with approximately $16.7 million of net equity of
company-owned life insurance policies on the lives of various employees,
including participants in the plans and with a $46 million Letter of Credit to
support the approximately $71 million of current deferred compensation account
balances of the beneficiaries of the trust in the event of a change in control.
The Corporation intends to reduce or eliminate the existing Letter of Credit.
The Corporation has borrowing capacity to fully fund the trust in advance of a
change in control and is required to do so prior to a change in control. If the
funds set aside in the trust would be insufficient to pay amounts due the
beneficiaries, then the Corporation would remain obligated to pay those amounts.
In the event of the insolvency of the Corporation, the funds in the trust would
be available to satisfy the claims of the creditors of the Corporation. The
trust was not established in response to any effort to acquire control of the
Corporation, and the Board is not aware of any such effort.
The Corporation has change-in-control severance agreements with certain key
employees, including the Named Executive Officers. The agreements are effective
on a year-to-year basis and would provide severance benefits in the event of
both a change in control of the Corporation and an actual or constructive
termination of employment within two years after a change in control. Under the
agreements, a "change in control" can occur by virtue, in general terms, of an
acquisition by any person of 30 percent or more of the Corporation's voting
shares; a merger in which the shareholders of the Corporation before the merger
own 50 percent or less of the Corporation's voting shares after the merger;
shareholder approval of a plan of liquidation or to sell or dispose of
substantially all of the assets of the Corporation; and if, during any two-year
period, directors at the beginning of the period fail to constitute a majority
of the Board of Directors. "Actual termination" is any termination other than by
death or disability, by the Corporation for cause, or by the executive other
than for constructive termination. "Constructive termination" means, in general
terms, any significant reduction in duties, compensation or benefits or change
of office location from those in effect immediately prior to the change in
control, unless agreed to by the executive. The severance benefits payable, in
addition to base salary and incentive compensation accrued through the date of
termination, shall include two times current annual base salary and target
incentive compensation, the bargain element value of then outstanding stock
options, the present value of the amount by which pension payments would have
been larger had the executive accumulated two additional years of benefit
service; two years of life, disability, accident and health benefits;
outplacement services; and legal fees and expenses reasonably incurred in
enforcing the agreements. In the event such benefits, together with other
benefits paid because of a change in control, would be subject to the excise tax
imposed under Section 280G of the Internal Revenue Code, the Corporation would
reimburse the executive for such excise taxes paid, together with taxes incurred
as a result of such reimbursement. The agreements were not entered into in
response to any effort to acquire control of the Corporation, and the Board is
not aware of any such effort.
10
The Corporation has severance benefit agreements with certain key employees,
including the Named Executive Officers. The agreements provide severance
benefits in the event of an actual or constructive termination of employment.
"Actual termination" is any termination other than by death or disability, by
the Corporation for cause, or by the executive other than for constructive
termination. "Constructive termination" means, in general terms, any significant
reduction in compensation or benefits, unless agreed to by the executive. The
severance benefits payable, in addition to base salary and incentive
compensation accrued through the date of termination, shall include two times
current annual salary and target incentive compensation for Messrs. Sissel and
Hoover and 1.5 times current annual salary and target incentive compensation for
Messrs. Midgett, Seabrook and Westerlund; the present value of the amount by
which pension payments would have been larger had the executive accumulated two
additional years of benefit service for Messrs. Sissel and Hoover and 1.5 years
of benefit service for Messrs. Midgett, Seabrook and Westerlund; two years of
life, disability, accident and health benefits for Messrs. Sissel and Hoover and
1.5 years of life, disability, accident and health benefits for Messrs. Midgett,
Seabrook and Westerlund; outplacement services; and legal fees and expenses
reasonably incurred in enforcing the agreements. Upon the occurrence of a change
in control as defined in the change-in-control severance agreements, the
executive is entitled to the greater of each of the benefits provided in this
agreement and each of the benefits provided in the change-in-control severance
agreement, including reimbursement thereunder resulting from excise taxes which
may be incurred as a result of such payments.
DIRECTORS' COMPENSATION
Directors who are not employees of the Corporation receive as compensation a
total target annual retainer composed of a $25,000 annual fixed retainer, plus
an annual incentive retainer based upon the Corporation's actual operating
performance for each fiscal (calendar) year. The annual incentive retainer is
calculated in accordance with the Corporation's performance-based Incentive
Compensation Plan at a rate of 40 percent of the directors' annual fixed
retainer. Both annual retainers are paid 50 percent in cash and 50 percent in
Restricted Stock. The restrictions will lapse upon the director ceasing to serve
as a director, for any reason other than voluntary resignation, in which case
the restrictions will not lapse and the director will forfeit the shares. For
federal income tax purposes, the value of the shares will be taxable to the
recipient as compensation income in an amount equal to the fair market value of
the Corporation's Common Stock on the date the restrictions lapse. Since 1997
there has been no retirement plan for directors.
Nonemployee directors receive a fee of $1,250 for attending each Board
meeting; a fee of $1,000 for attending one or more committee meetings held on
any one day; a fee of $1,000 per quarter for serving as chairman of a Board
committee; and a per diem allowance of $750 for special assignments. Directors
who are also employees of the Corporation receive no additional compensation for
their service on the Board or on any Board committee.
Under the terms of the Ball Corporation 1986 Deferred Compensation Plan for
Directors, nonemployee directors may elect to defer the payment of all or a
portion of their directors' fees, including the annual retainer and the board
and committee meeting fees. Interest is credited annually to the accounts at a
rate equal to the annual average composite yield on Moody's Seasonal Corporate
Bond Yield Index plus 5 percent. The fees, together with credited interest, may
be deferred until no later than the year following the year of retirement as a
director and may be distributed over a period not to exceed 15 years, both as
selected by the director. In order to provide for its liabilities under the
Plan, the Corporation purchased insurance on the lives of participating
directors. Beginning with the cash portion of annual incentive retainer earned
in 2001, non-employee directors may defer all or some of the cash portion of
their incentive retainer into the 2000 Deferred Compensation Company Stock Plan.
In addition, amounts deferred into the 1986 Deferred Compensation Plan for
Directors may be transferred to this Company Stock Plan. Amounts deferred or
transferred into this Plan receive a 20 percent company match subject to a cap
of a $20,000 match per year. Amounts deferred, transferred or credited to this
Plan will be represented in the participant's account as stock units, with each
unit having the value equivalent to one share of Ball Corporation Common Stock.
All distributions of accounts will be made in the form of Ball Common Stock
after the director ceases to serve as director.
The 1991 Restricted Stock Plan for Nonemployee Directors of Ball Corporation
authorizes the award of Common Stock of the Corporation to directors who, at the
time of grant, are not employees of the Corporation or any of its subsidiaries.
Messrs. Dean and Hackett and Ms. Nicholson received 1,000-share awards each upon
reelection as directors on April 26, 2000. All participants will receive
additional 1,000-share awards each upon reelection for three-year terms. Newly
eligible participants will receive 1,000-share awards each when they are elected
or appointed for initial terms and upon reelection for three-year terms. The
restrictions against disposal of the shares will lapse upon the termination of
the director's service to the Corporation as a director, for whatever reason
other than voluntary resignation, in which case the restriction will not lapse
and the director will forfeit the shares. For federal income tax purposes, the
value of the shares will be taxable to the recipient as compensation income in
an amount equal to the fair market value of the Common Stock on the date the
restrictions lapse.
11
REPORT OF THE HUMAN RESOURCES COMMITTEE ON EXECUTIVE COMPENSATION
OVERALL POLICY
The Human Resources Committee (the "Committee") of the Board of Directors
oversees the administration of executive compensation programs and determines
the compensation of the executive officers of Ball Corporation. The Committee is
composed solely of independent, nonemployee directors and employs a
compensation-consulting firm to advise and provide input in the course of its
deliberations.
Target total compensation of executive officers of the Corporation,
including the Chief Executive Officer, is determined after reviewing the
executive's performance and the pay of similarly situated executives at other
manufacturing firms of similar size (based upon total employment and sales). The
external comparison is based upon the results of an annual report prepared by
the corporate compensation department and reviewed with the compensation-
consulting firm employed by the Board of Directors. This report gathers
information from compensation surveys that report on executive level positions
at other manufacturing firms of similar size.
ANNUAL COMPENSATION
The Committee generally establishes target total annual compensation,
defined as the sum of base salary and incentive compensation at target, for each
of the Corporation's executive officers in relation to the 50th percentile of
what comparable companies are paying. The target total annual compensation level
for each executive, other than the Chief Executive Officer, is determined based
on recommendation from the Chief Executive Officer, together with the
Committee's consideration of the executive's responsibilities, experience in the
position, individual performance and the performance of the executive's area of
responsibility. The Chief Executive Officer's target total annual compensation
is similarly determined in relation to the market's 50th percentile, the
Committee's consideration of the Chief Executive Officer's experience in the
position, assessment of individual performance and the financial performance of
the Corporation.
After the Committee has established the appropriate target total annual
compensation for an executive, base salary is determined by dividing target
total annual compensation by the sum of one plus the executive's incentive
compensation participation rate. When target performance, as defined in the
Annual Incentive Compensation Plan (the "Annual IC Plan") discussed below, is
attained, the executive will be paid a total annual compensation which equals
that established by the Committee as appropriate for his performance and when
compared to similarly situated executives at other companies. Incentive
compensation participation rates for executives, including the Chief Executive
Officer, are set by organizational level; for example, the Chief Executive
Officer participates at one rate, senior executive officers participate at
another rate, while other officers participate at lower rates and other key
employees at lower rates yet. The Committee intends that a larger percentage of
an executive's target total annual compensation be at risk, when compared with
compensation survey data. Such data is analyzed to determine the levels of
incentive participation and target total compensation. If the survey data
indicates a target incentive compensation rate of 55 to 60 percent, for example,
Ball Corporation could be expected to use a rate of 65 percent, thereby causing
target total annual compensation to be composed of a lower base salary and a
higher at-risk incentive compensation.
Base salary is referred to as "salary" in the Summary Compensation Table and
incentive compensation actually earned by an executive officer is reported under
the heading "Bonus." Actual incentive compensation earned is driven by the
economic value added targets approved by the Committee at the beginning of the
year. The Annual IC Plan targets are calculated taking into account historical
performance, the company's cost of capital and the capital investment of each
business unit. The resulting targets are set at levels requiring improvement in
economic value added each year. The Annual IC Plan design applies to all
officers and other key employees.
The Annual IC Plan awards incentive compensation to executives based upon
actual performance of the Corporation, or in certain cases the actual
performance of the profit center for which the executive is responsible, in
achieving improvements in economic value added relative to the established
targets. Improvement in economic value added occurs when the ratio of net
operating profit after tax to capital employed in the business increases over
time. It establishes a direct link between incentive compensation and return
earned on capital relative to a specified target return. Economic value added
was selected as the measure for the Corporation's Annual IC Plan because it has
been demonstrated that it correlates closely management's incentive with
shareholder total return.
12
If actual performance for the year is higher than the target performance
level, then the actual incentive compensation for such year will be higher than
target. Whenever actual performance falls below the target performance level,
the executive will receive incentive compensation less than target. If
performance falls below the minimum acceptable level established in the Annual
IC Plan, then no incentive compensation will be earned, and the executive's
annual compensation will consist only of base salary for the year. The Committee
intends that an executive's target incentive compensation should be a
significant portion of his target total compensation. In the case of the Named
Executive Officers, the portion of target total annual compensation represented
by target incentive compensation ranges from approximately 35 to approximately
45 percent. It is not intended or perceived as a "bonus" but rather as the
component of total compensation which is "at risk" as an incentive, dependent on
operating performance. For the year ended December 31, 1999, actual incentive
compensation for the Named Executive Officers was above target for each named
executive, reflecting above-target performance. The incentive compensation
levels for 2000 reflect the above-target performance of the Corporation as a
whole and for the packaging operations. Incentive compensation for
Messrs. Sissel, Hoover, Seabrook and Westerlund was based entirely on the
performance of the Corporation as a whole, while Mr. Midgett's incentive
compensation was based 80 percent on the performance of his area of profit
responsibility and 20 percent on the performance of the Corporation as a whole.
Beginning with incentive compensation earned in 2001, certain key employees
including the Named Officers may defer a portion or all of their incentive
compensation into the 2000 Deferred Compensation Company Stock Plan. In
addition, amounts deferred into prior deferred compensation plans may be
transferred to this Company Stock Plan. Amounts deferred or transferred into
this Plan receive a 20 percent company match subject to a cap of a $20,000 match
per year. Amounts deferred, transferred or credited to this Plan will be
represented in the participant's account as stock units, with each unit having
the value equivalent to one share of Ball Corporation Common Stock. All
distributions of accounts will be made in the form of Ball Common Stock
following termination of employment.
LONG-TERM INCENTIVE PROGRAM
The Corporation's long-term incentive program consists of two types of
plans, both based upon the performance of Ball Corporation's Common Stock. The
first type comprises broad-based employee stock option plans designed to
encourage employee stock ownership and to recognize and reward employees for
their levels of responsibility in building shareholder value. Grants of stock
options to employees, including executive officers, are generally made by the
Committee after considering the recommendation of the Chief Executive Officer,
based primarily on the level of the employee's position within the Corporation,
taking into account the number of outstanding and previously granted options.
Stock options granted to the Chief Executive Officer are determined by the
Committee in relation to grant levels of other executive officers within the
Corporation and an assessment of his past and expected performance as well as
the number of outstanding and previously granted options. As the stock option
plans are long term in nature, grants are determined independently of the
shorter-term Annual IC Plan.
The second part of the Corporation's long-term incentive program is the
Long-Term Cash Incentive Plan. This plan is limited in its participation to
selected key executives, including the Named Executive Officers, who contribute
materially to the success of Ball Corporation and its subsidiaries through their
leadership skills, vision and dedication. The plan provides cash and Restricted
Stock awards on the basis of Ball's total shareholder return performance; i.e.,
stock price appreciation plus dividends, over three-year performance cycles that
begin at the start of each calendar year, relative to the total shareholder
return of companies comprising the S&P Industrials Index. Named Executive
Officers whose Ball Corporation stock holdings are below established guidelines
receive up to one-half of their award in Ball Corporation Restricted Stock. Long
Term Cash Incentive Plan awards are shown in the Summary Compensation Table
under "LTIP Payouts."
Section 162(m) of the Internal Revenue Code of 1986, as amended, generally
provides that publicly held corporations may not deduct in any one taxable year
certain compensation in excess of $1 million paid to the Chief Executive Officer
and the next four most highly compensated executive officers. One of the primary
responsibilities of the Committee is to provide a compensation program that will
attract, retain and reward executive talent necessary to maximize shareholder
return. Nevertheless, to the extent that any cash compensation for any Named
Executive Officer otherwise deductible for a particular tax year would not be
deductible in that year because of the limitations of Section 162(m), such
compensation will be deferred until retirement.
The following directors and members of the Human Resources Committee have
furnished the foregoing report:
Howard M. Dean, Chairman
John T. Hackett
John F. Lehman
William P. Stiritz
Stuart A. Taylor II
13
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
The line graph below compares the annual percentage change in Ball
Corporation's cumulative total shareholder return on its Common Stock with the
cumulative total return of the S&P Composite 500 Stock Index and The Dow Jones
Containers & Packaging Index for the five-year period ending December 31, 2000.
COMPARISON OF FIVE-YEAR CUMULATIVE TOTAL RETURN AMONG BALL CORPORATION COMMON,
THE S&P COMPOSITE 500 STOCK INDEX AND THE DOW JONES CONTAINERS & PACKAGING INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
1995 1996 1997 1998 1999 2000
Ball Corporation $100 $97 $133 $175 $152 $182
S & P 500 $100 $123 $164 $211 $256 $232
Dow Jones Containers & Packaging $100 $125 $148 $133 $127 $82
Notes: Assumes $100 invested on December 31, 1995.
Total return assumes reinvestment of dividends.
The Dow Jones Containers & Packaging Index total return weighted by
market capitalization.
The Dow Jones Containers & Packaging Index reflects Ball Corporation's
performance against packaging businesses, the Corporation's principal industry
group, and provides an appropriate indicator of cumulative total shareholder
returns. Companies included in the Dow Jones Containers & Packaging Index, in
addition to Ball Corporation, are: AptarGroup, Inc.; Bemis Company, Inc.;
Chesapeake Corporation; Crown Cork & Seal Company, Inc.; Owens-Illinois, Inc.;
Sealed Air Corp.; Smurfit-Stone Container Corp.; Sonoco Products Company; and
Temple-Inland, Inc.
14
REPORT OF THE AUDIT COMMITTEE
Pursuant to Item 306 of Securities and Exchange Commission Regulation S-K,
the Audit Committee of the Ball Corporation Board of Directors (the "Committee")
hereby issues the following report.
Management is responsible for the Corporation's system of internal
accounting controls, financial reporting practices and compliance with all laws
and regulations and ethical business standards. The independent accountants are
responsible for performing an audit of the Corporation's consolidated financial
statements in accordance with generally accepted auditing standards and to issue
a report thereon.
In this context, the Committee has reviewed and discussed the audited
consolidated financial statements of the Corporation with management and the
independent accountants. The Committee has discussed with the independent
accountants any matters required to be discussed by Statement on Auditing
Standards No. 61 (Communication with Audit Committees).
The Corporation's independent accountants provided to the Committee the
written disclosures and letter required by Independence Standards Board Standard
No. 1, Independence Discussions with Audit Committees ("ISBS No. 1"), and the
Committee has discussed with the independent accountants that firm's
independence.
Based upon the Committee's review and discussion with management and the
independent accountants, the representations of management and the disclosures
and letter of the independent accountants (as required by ISBS No. 1) to the
Committee, the Committee recommended to the Board of Directors that the audited
consolidated financial statements in the Corporation's Annual Report on
Form 10-K for the year ended December 31, 2000, be filed with the Securities and
Exchange Commission.
The foregoing report has been furnished by the following directors and
members of the Audit Committee:
William P. Stiritz, Chairman
Frank A. Bracken
Ruel C. Mercure, Jr.
Jan Nicholson
VOTING ITEM 2 -- RATIFICATION OF THE APPOINTMENT OF INDEPENDENT ACCOUNTANTS
As disclosed in this Proxy Statement, during 2000, PricewaterhouseCoopers
LLP rendered audit and non-audit services to the Corporation. Representatives of
PricewaterhouseCoopers LLP are expected to be present at the Annual Meeting of
Shareholders and to be available to respond to appropriate questions and to make
a statement if they so desire.
THE BOARD OF DIRECTORS RECOMMENDS THAT SHAREHOLDERS VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF PRICEWATERHOUSECOOPERS LLP AS THE
CORPORATION'S INDEPENDENT ACCOUNTANTS FOR 2001.
15
VOTING ITEM 3 -- SHAREHOLDER PROPOSAL REGARDING IMPLEMENTATION
OF GLOBAL HUMAN RIGHTS STANDARDS
A shareholder(1) of the Corporation has informed management of its intention
to present at the Annual Meeting the resolution set forth below:
"Whereas, Ball Corporation currently has extensive overseas operations, and
"Whereas, reports of human rights abuses in the overseas subsidiaries and
suppliers of U.S.-based corporations has led to an increased public
awareness of the problems of child labor, "sweatshop" conditions, and the
denial of labor rights in U.S. corporate overseas operations, and
"Whereas, corporate violations of human rights in these overseas operations
can lead to negative publicity, public protests, and a loss of consumer
confidence which can have a negative impact on shareholder value, and
"Whereas, a number of corporations have implemented independent monitoring
programs with respected human rights and religious organizations to
strengthen compliance with international human rights norms in subsidiary
and supplier factories, and
"Whereas, these standards incorporate the conventions of the International
Labor Organization (ILO) on workplace human rights which include the
following principles:
1. All workers have the right to form and join trade unions and to
bargain collectively. (ILO Conventions 87
and 98)
2. Workers' representatives shall not be the subject of discrimination
and shall have access to all workplaces necessary to enable them to
carry out their representation functions. (ILO Convention 135)
3. There shall be no discrimination or intimidation in employment.
Equality of opportunity and treatment shall be provided regardless of
race, color, sex, religion, political opinion, age, nationality,
social origin or other distinguishing characteristics. (ILO
Conventions 100 and 111)
4. Employment shall be freely chosen. There shall be no use of force,
including bonded or prison labor. (ILO Conventions 29 and 105)
5. There shall be no use of child labor. (ILO Convention 138), and,
"Whereas, independent monitoring of corporate adherence to these standards
is essential if consumer and investor confidence in our company's
commitment to human rights is to be maintained,
"Therefore, be it resolved that the company commit itself to the full
implementation of these human rights standards by its international
suppliers and in its own international production facilities and commit
to a program of outside, independent monitoring of compliance with these
standards."
--------------
- ------------------------
(1) The Corporation will furnish the name and address of the shareholder
proponent promptly, orally or in writing, as requested, to any person upon
receipt of any oral or written request. Such request may be directed to:
Corporate Secretary, Ball Corporation, 10 Longs Peak Drive, Broomfield,
Colorado 80021-2510 (303/460-2470).
16
POSITION OF THE BOARD OF DIRECTORS
The Board of Directors does NOT RECOMMEND the foregoing proposal. The Board
recommends a vote AGAINST the implementation of this proposal. Proxies that are
returned will be voted against the proposal unless a contrary direction is
indicated on the proxy card.
The Board of Directors is sensitive to the concerns addressed in this
proposal and recognizes the importance, from both an ethical and a business
point of view, of operating its business in accordance with all applicable U.S.
and foreign laws and with company policies dealing with the rights of its
employees.
Ball Corporation and its subsidiaries, historically, have had in place
comprehensive policies relating to employment practices and employee health and
safety. These policies are designed to ensure compliance with laws and to meet
the Corporation's ethical obligation to act responsibly in the various countries
in which it operates. They are reviewed and amended from time to time, as
necessary.
Ball Corporation believes it would not be appropriate to implement the
alternative standards for corporate social responsibility set forth by the
proponent, as these standards would be, in several areas, only duplicative of
the efforts already being undertaken. In other areas, they could be read to go
far beyond what is legally and ethically required and, in some cases, legally
permissible. Furthermore, Ball Corporation carefully controls its own conduct in
these areas and would not benefit from "independent outside monitoring."
Finally, being required to oversee the human rights practices of our
international suppliers is not practical and would not be an effective use of
the Corporation's resources and would not provide value to its shareholders.
FOR THESE REASONS, THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS THAT
SHAREHOLDERS VOTE AGAINST THE PROPOSAL TO IMPLEMENT THE GLOBAL HUMAN RIGHTS
STANDARDS. The affirmative vote of the holders of a majority of the shares of
the Corporation's Common Stock present in person or by proxy at the 2001 Annual
Meeting is required to approve it.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The rules of the Securities and Exchange Commission require disclosure of
late filings of reports of stock ownership and changes in stock ownership by
directors and executive officers. To the best of the Corporation's knowledge,
all of the filings for its executive officers and directors were made on a
timely basis in 2000.
SOLICITATION AND OTHER MATTERS
The Corporation will pay the cost of soliciting proxies. CIC/Georgeson
Shareholder Communications has been retained to assist in the solicitation of
proxies for a fee of $6,000, plus expenses. In addition to solicitations by
mail, proxies also may be solicited personally, by telephone or electronic means
by some directors, officers and regular employees of the Corporation, without
additional compensation, as well as by employees of CIC/Georgeson. The
Corporation will reimburse brokerage firms and other custodians, nominees and
fiduciaries for reasonable expenses incurred by them in sending proxy material
and annual reports to the beneficial owners of Common Stock.
As of the date of this Proxy Statement, the Board of Directors of the
Corporation has no knowledge of any matters to be presented for consideration at
the Annual Meeting other than those referred to above. However, the persons
named in the accompanying proxy card shall have authority to vote such proxy as
to any other matters that do properly come before the meeting and as to matters
incidental to the conduct of the meeting, according to their discretion.
By Order of the Board of Directors
Elizabeth A. Overmyer
CORPORATE SECRETARY
March 15, 2001
Broomfield, Colorado
17
Appendix
BALL CORPORATION
AUDIT COMMITTEE CHARTER
I. PURPOSE.
The primary purpose of the Audit Committee (the "Committee") is to assist
the Board of Directors (the "Board") in fulfilling its responsibility to oversee
management's conduct of Ball Corporation's (the "Corporation") public financial
reporting process, including overviewing the accounting policies and the system
of internal accounting controls and the audit efforts of the Corporation's
outside auditor and internal audit department.
The Committee shall review the adequacy of this Charter on an annual basis.
II. MEMBERSHIP.
The Committee shall be comprised of not less than three members of the
Board. The Committee's composition will comply with the independence and
experience requirements of the New York Stock Exchange rules as determined in
the business judgment of the Board.
The members of the Committee shall be elected by the Board at the annual
organizational meeting of the Board and shall serve until their successors shall
be duly elected and qualified. Unless a chair is elected by the Board, the
members of the Committee may designate a chair by majority vote of the full
Committee membership.
III. RESPONSIBILITIES AND DUTIES.
The Committee's role is one of oversight and it recognizes that the
Corporation's management is responsible for preparing the Corporation's
consolidated financial statements and that the outside auditor is responsible
for auditing those financial statements. In carrying out its oversight
responsibilities, the Committee is not providing any expert or special assurance
as to the Corporation's financial statements or any professional certification
as to any auditor's work.
The following matters comprise the recurring activities of the Committee in
carrying out its oversight function. These activities are set forth as a guide
with the understanding that the Committee may diverge from this guide as
appropriate given the circumstances. The responsibilities and duties of a member
of the Committee are in addition to those duties set out for a member of the
Board.
1. With regard to selection and evaluation of the outside auditor, the
Committee should:
(a) recommend for appointment by the Board the firm of independent
accountants to act as the outside auditor for the Corporation and its
subsidiaries for each fiscal year;
(b) review with management the performance of the Corporation's outside
auditor and make recommendations to the Board regarding the replacement
or termination of the outside auditor when circumstances warrant;
(c) request from the outside auditor annually, a formal written statement
delineating all relationships between the auditor and the Corporation
consistent with Independence Standards Board Standard No. 1, discuss with
the outside auditor any such disclosed relationships and their impact on
the outside auditor's independence, if any, and, where circumstances
warrant, recommend that the Board take appropriate action in response to
the outside auditor's report to satisfy itself of the outside auditor's
independence; and
(d) inform the outside auditor that they are ultimately accountable to the
Committee and the Board, that the Committee and the Board are responsible
for the appointment of the outside auditor for each fiscal year, such
appointment to be submitted to the shareholders of the Corporation for
ratification by the
A-1
shareholders at the annual meeting of the shareholders, and that the
Board may terminate the outside auditor if circumstances warrant.
2. With regard to the annual audit and interim reviews of the consolidated
financial statements of the Corporation, the Committee should:
(a) receive an annual audit plan of the Corporation's outside auditor,
including the scope of audit activities, which management confirms they
have reviewed with the outside auditor;
(b) review with management and the outside auditor the audited consolidated
financial statements which form the basis for those consolidated
financial statements to be included in the Corporation's Form 10-K and
discuss with the outside auditor the matters required to be communicated
to the Committee by Statement of Auditing Standards ("SAS") No. 61, as
may be amended or supplemented; and
(c) receive confirmation from management or the outside auditor that the
Corporation's unaudited interim consolidated financial statements which
form the basis for those to be included in the Corporation's Quarterly
reports on Form 10-Q have been reviewed by the Corporation's outside
auditor, in accordance with SAS No. 71, as may be amended or
supplemented.
3. With regard to financial reporting practices and internal controls, the
Committee should:
(a) provide an open avenue of communication between the outside auditor,
financial and senior management, the director of the Corporation's
internal audit department and the Board;
(b) receive an annual audit plan of the Corporation's internal audit
department, including scope and periodic reports on the progress and
results with regard to the plan during the fiscal year; and
(c) inquire of management, the outside auditor and the director of internal
audit as to the adequacy of internal accounting controls.
4. With regard to other matters, the Committee should:
(a) meet annually with the general counsel to review legal matters,
including any matters that may have a material impact on the financial
statements of the Corporation;
(b) review and approve the report regarding the Committee to be included in
each annual proxy statement of the Corporation beginning in 2001 which
includes the matters required by the Securities and Exchange Commission;
(c) review annually with management the continuing effectiveness of the
Corporation's conflict of interest policies;
(d) receive from management or the outside auditor any information which
must be delivered pursuant to Section 10A of the Securities Exchange Act
of 1934; and
(e) perform such additional activities and consider such other matters
within the scope of its purpose, responsibilities and duties as the
Committee or the Board deems necessary.
5. In the process of carrying out the duties and responsibilities, the
Committee should:
(a) report periodically to the Board on its activities, as appropriate;
(b) maintain minutes of its meetings, as it deems appropriate;
A-2
(c) if the Committee deems it appropriate, investigate any matters brought
to its attention with full access to all the books, records, facilities
and personnel of the Corporation;
(d) if the Committee deems it appropriate, secure outside counsel,
accountants or other experts to assist the Committee in fulfilling its
responsibilities and duties; and
(e) provide management, the engagement partner of the Corporation's outside
audit firm and the director of internal audit with appropriate
opportunities to meet privately with the Committee.
While the Committee has the duties and responsibilities set forth in this
Charter, the Committee is not responsible for planning or conducting audits and
interim reviews or for determining whether the Corporation's financial
statements are complete and accurate and in accordance with generally accepted
accounting principles. Similarly, it is not the Committee's responsibility to
ensure that the Corporation complies with all laws and regulations or its
policies, procedures and practices, including conflict of interest policies.
Finally, it is not the responsibility of the Committee to resolve disagreements,
if any, between management and the independent auditor. The Committee may, if it
deems it appropriate, exercise its authority under 5(d) and (e) above to assist
in resolving any such disagreements.
A-3
[BALL CORPORATION LOGO]
BALL CORPORATION
10 LONGS PEAK DRIVE
BROOMFIELD, COLORADO 80021-2510
[RECYCLED LOGO]
PROXY
BALL CORPORATION PROXY/VOTING INSTRUCTION CARD
10 Longs Peak Drive, Broomfield, Colorado 80021-2510
- -------------------------------------------------------------------------------
This proxy is solicited on behalf of the Board of Directors for the Annual
Meeting on April 25, 2001.
The undersigned hereby appoints Frank A. Bracken, R. David Hoover and George A.
Sissel and each or any of them as Proxies, with full power of substitution, to
vote all shares of Ball Corporation Common Stock entitled to be voted by the
undersigned for the election of directors and on Proposals 2 and 3 referred to
on the reverse side of this Proxy Card and described in the Proxy Statement, and
on any other business as properly may come before the Annual Meeting of
Shareholders on Wednesday, April 25, 2001, or any adjournment thereof.
This proxy will be voted as directed. If no direction is given, this proxy will
be voted FOR items 1 and 2 and AGAINST item 3.
Election of three directors for three-year terms. Nominees are:
01 Frank A. Bracken, 02 John F. Lehman, 03 George A. Sissel
You are encouraged to specify your votes by marking the appropriate
boxes on the reverse side.
PLEASE SIGN AND DATE ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE
ENCLOSED ENVELOPE.
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
/x/ Please mark your vote as in this example.
This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned shareholder(s). If no direction is made, this
proxy will be voted FOR the election of directors, FOR Proposal 2 and AGAINST
Proposal 3.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR THE ELECTION OF DIRECTORS AND FOR
PROPOSAL 2.
FOR WITHHOLD authority for all Nominees
1. Election of / / / / To withhold authority to vote for any
Directors specific nominee(s), mark the "FOR" box
(see reverse) and write the name of each such nominee
for whom you are withholding authority to
vote on the line provided below.
2. Proposal to ratify the appointment of PricewaterhouseCoopers LLP
as the independent accountants for the Corporation.
FOR AGAINST ABSTAIN
/ / / / / /
THE BOARD OF DIRECTORS RECOMMENDS A VOTE AGAINST THE FOLLOWING SHAREHOLDER
PROPOSAL:
3. Shareholder proposal to implement global human rights standards
FOR AGAINST ABSTAIN
/ / / / / /
4. At their discretion, the proxies are authorized to vote upon such other
business as properly may come before the meeting or any adjournment thereof.
SIGNATURE(S)______________________________________________ DATE _______________
Please sign exactly as name appears above. When signing as attorney, executor,
administrator, trustee or guardian, please give full title as such. If a
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.
- -------------------------------------------------------------------------------
- FOLD AND DETACH HERE -
BALL CORPORATION
Dear Shareholder:
We encourage you to vote your shares electronically this year either by
telephone or via the Internet. This will eliminate the need to return your proxy
card. You will need your proxy card and Social Security Number (where
applicable) when voting your shares electronically. The Voter Control Number
that appears in the box above, just below the perforation, must be used in order
to vote by telephone or via the Internet.
The EquiServe Vote by Telephone and Vote by Internet systems can be accessed 24
hours a day, seven days a week, up until the day prior to the meeting.
TO VOTE BY TELEPHONE:
Using a touch-tone phone, call toll-free: 1-877-PRX-VOTE (1-877-779-8683)
From outside the United States, call direct: 1-201-536-8073
TO VOTE BY INTERNET:
Log on to the Internet and go to the website: http://www.eproxyvote.com/bll
NOTE: IF YOU VOTE OVER THE INTERNET, YOU MAY INCUR COSTS SUCH AS
TELECOMMUNICATION AND INTERNET ACCESS CHARGES FOR WHICH YOU WILL BE RESPONSIBLE.
THANK YOU FOR VOTING YOUR SHARES.
YOUR VOTE IS IMPORTANT!
DO NOT RETURN THIS PROXY CARD IF YOU ARE VOTING BY TELEPHONE OR THE INTERNET.