UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): August 7, 2006
Ball Corporation
(Exact Name of Registrant as Specified in its Charter)
Indiana 1-7349 35-0160610
(State or Other Jurisdiction (Commission File (IRS Employer
of Incorporation) Number) Identification No.)
10 Longs Peak Drive, P.O. Box 5000
Broomfield, CO 80021-2510
(Address of Principal Executive Offices) (Zip Code)
(303) 469-3131
(Registrant's telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
|_| Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
|_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
|_| Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2 (b))
|_| Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4 (c))
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Change in
Fiscal Year.
In connection with the expiration on August 4, 2006, of the rights
issued pursuant to the Rights Agreement, by and between Ball Corporation (the
"Company") and First Chicago Trust Company of New York, dated as of January 24,
1996, on July 26, 2006, the Board of Directors of the Company approved the
execution of a new Rights Agreement, by and between the Company and
Computershare Investor Services, LLC (the "New Rights Agreement").
In connection with the implementation of the New Rights Agreement, on
August 7, 2006, the Company filed an amendment to its Amended Articles of
Incorporation, as last amended on June 24, 2005 (the "Articles of
Incorporation"), with the Secretary of State of Indiana (the "Articles of
Amendment"). The filing of the Articles of Amendment was authorized by the Board
of Directors of the Company in accordance with Section 23-1-25-2 and Section
23-1-38-2 of the Indiana Business Corporation Law. The Articles of Amendment
amend Article VI, Section A, Paragraph 3 of the Articles of Incorporation and
set forth the rights, powers and preferences of the Series A Junior
Participating Preferred Stock of the Company, without par value, to be reserved
for issuance in connection with the New Rights Agreement. A copy of the Articles
of Amendment is attached hereto as Exhibit 3.1 and is incorporated herein by
reference.
A copy of the New Rights Agreement was filed with the United States
Securities and Exchange Commission as Exhibit 4.1 to the Company's current
report on Form 8-K, dated July 26, 2006.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit No. Description
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3.1 Articles of Amendment of the Amended Articles of
Incorporation of Ball Corporation, dated as of August 7, 2006
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
BALL CORPORATION
Date: August 7, 2006 By: /s/ Charles E. Baker
-----------------------------
Name: Charles E. Baker
Title: Vice President, General Counsel
and Assistant Corporate Secretary
EXHIBIT INDEX
Exhibit No. Description
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3.1 Articles of Amendment of the Amended Articles of
Incorporation of Ball Corporation, dated as of August 7, 2006