UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
AMENDED
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934
BALL CORPORATION
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(Exact name of registrant as specified in its charter)
Indiana 35-0160610
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(State of incorporation or organization) (IRS Employer
Identification No.)
10 Longs Peak Drive, Broomfield, Colorado 80021-2510
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(Address of principal executive offices) Zip Code
Securities to be registered pursuant to Section 12(b) of the Act:
Name of each exchange on
Title of each class to be so registered which each class is to be registered
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Common Stock with Purchase Rights New York Stock Exchange
Chicago Stock Exchange
Pacific Stock Exchange
Securities to be registered pursuant to Section 12(g) of the Act:
None
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(Title of Class)
Amended Form 8-A
Item 1. Description of the Amendment to Form 8-A
On December 14, 2001, the Company and the First Chicago Trust Company, as Rights Agent, amended the Rights Agreement to appoint
EquiServe Trust Company, NA, a federally chartered trust company, doing business at 525 Washington Boulevard, Jersey City,
New Jersey 07310 as the successor Rights Agent.
On January 23, 2002, Ball announced that its Board of Directors declared a two-for-one split of the Company's common stock. As a
result of the stock split the rights attaching to the shares automatically split so that one half of a right attaches to each Ball
Corporation Common Stock share outstanding upon the effective date of the stock split, which is February 22, 2002, for shareholders
of record on February 1, 2002.
Item 2. Exhibits
The following documents are filed as exhibits to this registration statement.
4.1 Amendment to the Rights Agreement dated as of December 14, 2001, between Ball Corporation and The First Chicago Trust
Company.
EXHIBIT INDEX
EXHIBIT
4.1 Amendment to the Rights Agreement dated as of December 14,
2001, between Ball Corporation and The First Chicago Trust
Company.
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration
statement to be signed on its behalf by the undersigned, thereto duly authorized.
BALL CORPORATION
(Registrant)
Date: January 25, 2002 /s/ R. David Hoover
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Name: R. David Hoover
Title: President and
Chief Executive Officer
Exhibit 4.1
AMENDMENT TO RIGHTS AGREEMENT
1.General Background. In accordance with the Rights Agreement between First Chicago Trust Company (the
"Rights Agent") and Ball Corporation (the "Client") the Rights Agent and Ball Corporation desire to amend
the Agreement to appoint EquiServe Trust Company, N.A. as successor Rights Agent.
2.Effectiveness. This Amendment shall be effective as of December 14, 2001 (the "Amendment") and all
defined terms and definitions in the Agreement shall be the same in the Amendment except as specifically
revised by the Amendment.
3.Revision. The section in the Agreement entitled "Change of Rights Agent" is hereby deleted in its
entirety and replaced with the following:
Change of Rights Agent. The Rights Agent or any successor Rights Agent may resign and be discharged
from its duties under this Agreement upon 30 days' notice in writing mailed to the Company and to each
transfer agent of the Common Stock and Preferred Stock by registered or certified mail and to the
holders of the Rights Certificates by first-class mail. The Company may remove the Rights Agent or any
successor Rights Agent upon 30 days' notice in writing mailed to the Rights Agent or successor Rights
Agent, as the case may be, and to each transfer agent of the Common Stock or Preferred Stock by
registered or certified mail, and to the holders of the Rights Certificates by first-class mail. If the
Rights Agent shall resign or be removed or shall otherwise become incapable of acting, the Company shall
appoint a successor to the Rights Agent. If the Company shall fail to make such appointment within a
period of 30 days after giving notice of such removal or after it has been notified in writing of such
resignation or incapacity by the resigning or incapacitated Rights Agent or by the holder of a Rights
Certificate (who shall, with such notice, submit such holder's Rights Certificate for inspection by the
Company), then the registered holder of any Rights Certificate may apply to any court of competent
jurisdiction for the appointment of a new Rights Agent. Any successor Rights Agent, whether appointed
by the Company or by such a court, shall be a corporation or trust company organized and doing business
under the laws of the United States, or of the State of New York. Such Rights Agent shall have an
office located in New York City in good standing, which is authorized under such laws to exercise
corporate trust or stock transfer powers and is subject to supervision or examination by federal or
state authority and which has individually or combined with an affiliate at the time of its appointment
as Rights Agent a combined capital and surplus of at least $100 million dollars. After appointment, the
successor Rights Agent shall be vested with the same powers, rights, duties and responsibilities as if
it had been originally named as Rights Agent without further act or deed; but the predecessor Rights
Agent shall deliver and transfer to the successor Rights Agent any property at the time held by it
hereunder, and execute and deliver any further assurance, conveyance, act or deed necessary for the
purpose. Not later than the effective date of any such appointment the Company shall file notice
thereof in writing with the predecessor Rights Agent and each transfer agent of the Common Stock or
Preferred Stock, and mail a notice thereof in writing to the registered holders of the Rights
Certificates. Failure to give any notice provided for in this Section 21, however, or any defect
therein, shall not affect the legality or validity of the resignation or removal of the Rights Agent or
the appointment of the successor Rights Agent, as the case may be.
4. Except as amended hereby, the Agreement and all schedules or exhibits thereto shall remain in full force
and effect.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed in their names and on their
behalf by and through their duly authorized officers, as of this 14th day of December, 2001.
Ball Corporation First Chicago Trust Company of New York
/s/ Elizabeth A. Overmyer/s/ Peter Sablich
By: Elizabeth A. Overmyer By: Peter Sablich
Title: Corporate Secretary Title: Managing Director