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TABLE OF CONTENTS
INDEX TO FINANCIAL STATEMENTS

Filed Pursuant to Rule 424(b)(3)
Registration No. 333-103056

PROSPECTUS

Ball Corporation

$300,000,000
EXCHANGE OFFER FOR
6⁷/8% Senior Notes due 2012

        Ball Corporation is offering to exchange an aggregate principal amount of up to $300,000,000 of its new 6⁷/8% Senior Notes due 2012, the new notes, for a like amount of its old 6⁷/8% Senior Notes due 2012, the old notes. The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that the new notes:

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will have been registered under the Securities Act;



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will not bear restrictive legends restricting their transfer under the Securities Act;



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will not be entitled to the registration rights that apply to the old notes; and



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will not contain provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.

        The obligations of Ball Corporation under the old notes are, and under the new notes will be, fully and unconditionally guaranteed by certain of our existing and future domestic subsidiaries.

        As of December 31, 2002, Ball Corporation and its subsidiaries had, on a consolidated basis, approximately $1,126.9 million of secured debt or debt that is otherwise senior in right of payment to the notes, calculated using the daily closing rates.

        There are restrictions on the ability of Ball Corporation and its restricted subsidiaries to incur additional debt pursuant to the indenture governing the old and new notes, the indentures governing the existing senior notes and senior subordinated notes and the existing credit facility.

        The exchange offer expires at 5:00 p.m., New York City time, on April 1, 2003, unless we extend it.

        The new notes will not be listed on any national securities exchange or the Nasdaq Stock Market.

        Each broker-dealer that receives new notes for its own account in exchange for old notes represents that the old notes to be exchanged for the new notes were acquired by it as a result of market-making activities or other trading activities and acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of the new notes; however, by so acknowledging and by delivering a prospectus, the participating broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. Ball Corporation has agreed that, during the period ending 180 days after the consummation of the exchange offer, subject to extension in limited circumstances, it will use all commercially reasonable efforts to keep the exchange offer registration statement effective and to make this prospectus available to any broker-dealer for use in connection with any such resale. See "Plan of Distribution and Selling Restrictions."

        For a discussion of certain factors that should be considered by holders prior to tendering their outstanding notes in the exchange offer, see "Risk Factors" beginning on page 16.

        Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus is truthful or complete. Any representation to the contrary is a criminal offense.

        The date of this prospectus is March 4, 2003.

        This prospectus incorporates by reference documents that contain important business and financial information about Ball that is not included in or delivered with this prospectus. These documents are available without charge to holders of the notes upon written or oral request to Ball Corporation, 10 Longs Peak Drive, P.O. Box 5000, Broomfield, Colorado, 80021-2510, Attention: Scott C. Morrison, Vice President and Treasurer, telephone number (303) 469-3131. To obtain timely delivery, note holders must request the information no later than five business days before the expiration date. The expiration date is April 1, 2003.

TABLE OF CONTENTS

        This communication is directed solely at persons who (i) are outside the United Kingdom, (ii) have professional experience in matters relating to investments, or (iii) are persons falling within Article 49(2)(a) to (d) of The Financial Services and Markets Act 2000 (Financial Promotion) Order 2001 (all such persons together are referred to as relevant persons). This communication must not be acted on or relied on by persons who are not relevant persons. Any investment or investment activity to which this communication relates is available only to relevant persons and will be engaged in only with relevant persons.

        The distribution of this prospectus and the offer and sale of the new notes may be restricted by law in certain jurisdictions. Persons who come into possession of this prospectus or any of the new notes must inform themselves about and observe any such restrictions. You must comply with all applicable laws and regulations in force in any jurisdiction in which you purchase, offer or sell the new notes or possess or distribute this prospectus and, in connection with any purchase, offer or sale by you

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of the new notes, must obtain any consent, approval or permission required under the laws and regulations in force in any jurisdiction to which you are subject or in which you make such purchase, offer or sale.

MARKET DATA

        The market data presented herein are based upon estimates by our management, using various third party sources where available. While management believes that such estimates are reasonable and reliable, in certain cases, such estimates cannot be verified by information available from independent sources. Accordingly, no assurance can be given that such market data are accurate in all material respects.

PRESENTATION OF FINANCIAL AND OTHER INFORMATION

        Ball reports its financial statements in U.S. dollars and prepares its financial statements in accordance with generally accepted accounting principles in the United States, or US GAAP. In this prospectus, except where otherwise indicated, all references to "$," "dollars" or "U.S. dollars" are to the lawful currency of the United States, all references to "euro" or "€" are to the common currency of certain participating member countries of the European Union and all references to "pounds," "sterling," "British pounds" or "£" are to the lawful currency of the United Kingdom.

        Financial statements and financial and other information concerning Schmalbach–Lubeca Beverage Cans (as described in the introduction to "Unaudited Pro Forma Condensed Combined Financial Data," "Selected Financial Data—Schmalbach–Lubeca Beverage Cans" and "Management's Discussion and Analysis of Financial Condition and Results of Operations") contained or incorporated by reference in this prospectus have been derived from publicly filed annual and interim reports prepared by Schmalbach–Lubeca AG, now known as Schmalbach–Lubeca GmbH, or otherwise provided by Schmalbach–Lubeca AG.

        Unless otherwise indicated, the translations of euros into U.S. dollars have been made at $0.9772 to €1.00 and of British pounds sterling into U.S. dollars have been made at $1.5548 to £1.00, the noon buying rate in The City of New York for cable transfers in euros and sterling as certified for customs purposes by the Federal Reserve Bank of New York on September 27, 2002. As of February 26, 2003, the noon buying rate in The City of New York was $1.0797 to €1.00 and $1.5806 to £1.00.

FORWARD-LOOKING STATEMENTS

        We have made or implied certain forward-looking statements in this prospectus and the documents incorporated by reference in this prospectus as well as in other written reports and oral statements. These forward-looking statements represent our goals and actual results or outcomes may differ materially from those expressed or implied. As time passes, the relevance and accuracy of forward-looking statements may change. Some factors that could cause our actual results or outcomes to differ materially from those discussed in the forward-looking statements include, but are not limited to:

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fluctuation in customer growth and demand;



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product introductions;



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insufficient production capacity;



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overcapacity in foreign and domestic metal and plastic container industry production facilities and its impact on pricing and financial results;



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lack of productivity improvements or production cost reductions;

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the weather;



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vegetable and fishing yields;



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changes in power and natural resource costs;



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difficulty in obtaining supplies and energy, such as gas and electric power;



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shortages in and pricing of raw materials;



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changes in the pricing of our products and services;



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competition in pricing and the possible decrease in, or loss of, sales resulting therefrom;



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loss of profitability and plant closures;



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insufficient or reduced cash flow;



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changes in transportation costs;



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the ability to obtain adequate credit resources for foreseeable financing requirements of our businesses and to satisfy the resulting credit obligations;



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regulatory action or federal and state legislation, including restrictive packaging or mandatory deposit laws, or mandated corporate governance and financial reporting laws;



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the German mandatory deposit law or other restrictive packaging legislation;



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increases in interest rates;



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labor strikes;



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increases in various employee benefits and labor costs;



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investment performance of our defined benefit pension plans;



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boycotts;



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litigation;



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intellectual property, consumer and other issues;



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increases in maintenance and capital expenditures;



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goodwill impairment;



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changes in generally accepted accounting principles or their interpretation;



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local economic conditions;



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the authorization, funding, technical risk and availability of government contracts and the nature and continuation of those contracts and related services provided thereunder;



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technical uncertainty associated with performance of aerospace segment contracts;



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the ability or inability to pass on to customers changes in raw material costs, particularly resin, steel and aluminum;



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pricing and ability or inability to sell scrap associated with the production of metal containers;



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international business risks, including foreign exchange rates, particularly in developing countries such as China and Brazil, and the hedging activities which attempt to mitigate such risks;



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terrorist activity or war that disrupts our production, supply or pricing of raw materials used in the production of our goods and services and/or disrupts our ability to obtain adequate credit resources for the foreseeable financing requirements of our businesses; and



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successful or unsuccessful acquisitions, joint ventures or divestitures and the integration activities associated therewith.

        If we are unable to achieve our goals, then our actual performance could vary materially from the goals we have expressed or implied in these forward-looking statements. Except as required by applicable law, including the securities laws of the United States and the rules and regulations of the Securities and Exchange Commission, or SEC, we undertake no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events or otherwise.

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SUMMARY

        The following summary highlights selected information from this prospectus and may not contain all of the information that is important to you. This prospectus includes the terms of the new notes we are offering, as well as information regarding our business and detailed financial data. We encourage you to read this prospectus in its entirety.

        On December 19, 2002, Ball Corporation acquired 100% of the capital stock of Schmalbach–Lubeca GmbH, the second largest manufacturer of metal beverage containers in Europe. The acquisition and related tranactions were financed with the proceeds from the offering of the old notes, together with borrowings under the new credit facilities, as described in further detail in this prospectus. See "The Transactions" and "Use of Proceeds."

        Except as the context otherwise requires, information in this prospectus assumes the acquisition and related transactions have been consummated. As used in this prospectus, unless otherwise stated, the term (i) "Ball Corporation" refers only to Ball Corporation and not to any of its subsidiaries; (ii) "Ball" refers to Ball Corporation and its subsidiaries prior to the acquisition; (iii) "Schmalbach–Lubeca GmbH" refers to Schmalbach–Lubeca GmbH and its predecessor, Schmalbach–Lubeca AG; (iv) "Schmalbach" refers to Schmalbach–Lubeca GmbH and its subsidiaries as constituted prior to the acquisition, after giving effect to the sale of its polyethylene terephthalate containers, or PET, and White Cap closures businesses and the distribution of the proceeds to its shareholders; (v) "we," "us," "our" and similar terms refer to Ball Corporation and its subsidiaries, including Schmalbach, immediately after giving effect to the acquisition; (vi) the term "you" refers to prospective investors in the new notes; (vii) "old notes" refers to the 6⁷/8% Senior Notes due 2012 prior to the exchange; (viii) "new notes" refers to the 6⁷/8% Senior Notes due 2012 offered for exchange pursuant to this prospectus and (ix) "notes" refers collectively to the new notes and the old notes.

        Additionally, unless the context otherwise requires, the information, including the unaudited pro forma condensed combined financial data, contained in this prospectus gives pro forma effect to the transactions as of the beginning of the period stated for statement of earnings data and as of the date stated for balance sheet data.

        The following summary is qualified in its entirety by, and should be read in conjunction with, the more detailed information, including the financial statements and related notes and the "Risk Factors," included elsewhere in this prospectus.

The Exchange Offer

        On December 19, 2002, we privately placed $300 million of 6⁷/8% Senior Notes due 2012. The old notes are, and the new notes will be, guaranteed by most of our material domestic subsidiaries.

        Simultaneously with the private placement, the subsidiary guarantors and Ball Corporation entered into a registration rights agreement with the initial purchasers of the old notes. Under the registration rights agreement, we must use all commercially reasonable efforts to deliver this prospectus to the holders of the old notes, to file the registration statement on or before March 19, 2003 and to cause such registration statement to become effective on or prior to June 17, 2003. We must use all commercially reasonable efforts to complete the exchange offer on or before 30 business days following the effective date of such registration statement. If the exchange offer does not meet such deadlines, we must pay liquidated damages to the holders of the old notes until such deadlines are met. You may exchange your old notes for new notes with substantially the same terms in this exchange offer. You should read the discussion under the heading "Summary—The New Notes" and "Description of the New Notes" for further information regarding the new notes.

        We believe that holders of the old notes may resell the new notes without complying with the registration and prospectus delivery provisions of the Securities Act, if certain conditions are met. You

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should read the discussion under the headings "Summary—The Exchange Offer" and "The Exchange Offer" for further information regarding the exchange offer and resales of the new notes.

Company Overview

        We are one of the world's leading suppliers of metal and plastic packaging to the beverage and food industry. Our packaging products are used for a wide variety of end markets and we have over 50 manufacturing plants around the world. Our packaging products include:

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aluminum and steel beverage cans for carbonated soft drinks, beer and other beverages, of which we produced approximately 45 billion units in 2001;



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two- and three-piece steel food cans for fruits, vegetables, pet food, processed meats and fish and other foods, of which we produced approximately 5.5 billion units in 2001; and



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PET plastic containers for carbonated soft drinks, water, juice, sports drinks, beer and other beverages, of which we produced approximately 3.5 billion units in 2001.

        Through our wholly-owned subsidiary, Ball Aerospace & Technologies Corp., or BATC, we also provide aerospace and other high technology products and services to government and commercial customers. Our pro forma net sales for the year ended December 31, 2001, were approximately $4,540.8 million, of which beverage cans generated approximately 67%, our other packaging products, including two-and three-piece steel food cans and PET containers, generated approximately 24%, and BATC generated approximately 9%. See "—Summary Historical and Pro Forma Financial Data."

        We sell our packaging products to major beverage and food producers, including The Coca-Cola Company and its affiliated bottlers, PepsiCo Inc. and its affiliated bottlers, Miller Brewing Company, Anheuser-Busch Companies, Inc., Coors Brewing Company, N.V. Interbrew Belgium S.A., Heineken B.V., ConAgra Grocery Products Company, Kraft Foods, Inc. and Campbell Soup Company. We believe we have been able to develop long-term customer relationships by providing superior quality and customer service at competitive prices. Our preferred supplier status with our customers is evidenced by our large number of long-term supply contracts, our high customer retention and our numerous customer awards and recognitions. We estimate that in 2002, approximately 70% of our pro forma beverage can sales were made under long-term supply agreements.

Industry

        We operate in the packaging industry, which consists of metal, glass, plastic and paper-based products in the form of cans, bottles, cartons, boxes, closures and flexible packages for a variety of end markets, including food and beverage, consumer products, personal care, pharmaceutical and medical, household and foodservice, among others. According to industry sources, the global packaging industry had estimated revenues in excess of $400 billion in 2001 and had an average annual growth rate in line with worldwide gross domestic product of approximately 3% to 4%. Worldwide shipments of metal beverage cans exceeded 220 billion units in 2001, generating revenues of approximately $15 billion. The U.S. beverage can market is the largest with more than 100 billion cans shipped in 2001, followed by Europe with approximately 38 billion cans. We expect that global consumption of beverage cans will grow to over 245 billion cans annually in the next five years, implying an average annual growth rate of 2%. While beverage can consumption in the U.S. is expected to grow slightly or remain stable for the next several years, substantial growth is projected in the European beverage can market, fueled by favorable trends in Western Europe and the continued expansion of emerging markets. From 1997 through 2001, beverage can shipments in Southern Europe exhibited annual growth of 5%, growing from 7.9 billion cans in 1997 to 9.5 billion cans in 2001, while the Central and Eastern European markets have grown from 760 million cans in 1995 to 2.4 billion cans in 2001, which represents an

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annual compounded growth rate in excess of 20%. Poland is among the fastest growing regions in the European market, with annual growth in excess of 35% from 1997 to 2001.

Acquisition Rationale

        Schmalbach is the second largest manufacturer of metal beverage containers in Europe, with operations consisting of 10 can plants and two end plants, a technical center in Bonn, Germany, and an office in Ratingen, Germany, near Düsseldorf. Of the 12 plants, four are located in Germany, four in the United Kingdom, two in France and one each in the Netherlands and Poland. In total, the plants produce about 12 billion containers annually, with 60% being produced from steel and 40% from aluminum. For the year ended December 31, 2001 and the nine months ended September 30, 2002, Schmalbach had net sales of approximately $854.7 million and $822.3 million, respectively. The Schmalbach acquisition was an attractive opportunity for several reasons:

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Strong Presence in Growing European Market—Schmalbach has a strong presence in the European metal beverage can market, which has experienced steady growth and is the second largest metal beverage can market in the world. Schmalbach's share of the European market was approximately 27% in 2001 and is expected to increase to 31% in 2002 as a result of Schmalbach's acquisition of two plants from Rexam PLC near the end of 2001. Schmalbach sells cans principally in Western Europe, as well as in Poland and other Eastern European markets. The strength of Schmalbach's presence in the various European markets will position us well to take advantage of projected consumption growth in the European market, which is expected to grow approximately 4% to 5% per annum over the next several years.



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Geographically Balanced Portfolio—Approximately 95% of Ball's packaging sales in 2001 were derived from North America. As a result of the acquisition, this percentage has been reduced to approximately 75%, significantly improving our geographic diversification. Schmalbach's largest sales region in 2001 was Germany with 35%, followed by France and the Netherlands with 26% combined, the United Kingdom with 25% and Poland with 9%.



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World-Class Customer Base—Like Ball, Schmalbach enjoys superior relations with its customers, including widely recognized names such as Coca-Cola, Britvic (Pepsi), Coors, Heineken, Interbrew and South African Breweries. Schmalbach's sales mix is weighted more heavily toward the growing beer can market in Europe, with beer cans accounting for approximately 55% of Schmalbach's sales in 2001 and carbonated soft drink cans accounting for the other 45%.



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Best Practices Opportunities—While we are not relying on synergies, we will aggressively pursue those areas where we can leverage the strengths of both organizations. For example, Schmalbach is a world leader in two-piece steel technology, and we intend to capitalize on this leadership to enhance our growing North American metal food can business. There are also opportunities to leverage both organizations in other manufacturing capabilities, research and development, purchasing and management expertise.



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Global Leadership—As a result of the acquisition, we are the world's largest manufacturer of metal beverage cans, with the ability to produce over 45 billion cans annually. On a pro forma basis, the acquisition significantly increases Ball's beverage can net sales for the year ended December 31, 2001, from approximately $2.2 billion to approximately $3 billion.



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Attractive Accretion and Returns—Based on the acquisition purchase price and the current financial performance of Schmalbach, we believe that the transaction will be accretive to Ball's earnings per share in the first year of combined operations and provide us returns on our capital invested in excess of our weighted average cost of capital.

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Competitive Strengths

        We believe that a number of factors contribute to our position as a premier supplier of packaging products, with multiple sources of earnings and cash flow. These factors include:

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Significant Presence in Multiple Markets—We are the largest manufacturer of metal beverage containers in North America, with 2001 production capacity of approximately 33 billion cans, representing approximately 31% of total North American beverage can capacity. As a result of the acquisition, we are the second largest manufacturer of metal beverage containers in Europe, with estimated annual production capacity of approximately 12 billion cans, representing approximately 31% of total European beverage can capacity. Our beverage can capacity in North America is substantially ahead of our next largest competitor in North America. We are also one of the largest beverage can producers in the People's Republic of China, or PRC, in addition to participating in joint ventures in Brazil, Thailand, Taiwan and the Philippines and licensing technology to companies in Mexico, Israel, Venezuela, Korea, Australia and New Zealand.



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Diversified Sources of Cash Flow—Ball's operations historically have generated significant cash flow. Ball believes that the addition of Schmalbach provides opportunities to increase earnings and cash flow. Our presence in multiple markets, including metal beverage cans, steel food cans, PET containers and high technology aerospace products, diversifies our available sources of free cash flow.



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Low Cost Manufacturer with State-of-the-Art Facilities—We believe that, as a result of our size, superior process technology and manufacturing practices, we are one of the lowest cost metal beverage can producers in North America. Modernization programs at many of our facilities over the past decade have increased productivity, reduced costs and improved product quality. We believe that our expertise in low cost manufacturing can benefit the Schmalbach facilities.



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Experienced Management—We are led by an experienced management team with a proven track record of successfully integrating major acquisitions, increasing profitability, expanding our customer base, implementing state-of-the-art manufacturing process technology, improving operating efficiencies, introducing product innovations and entering new markets and businesses. Our top nine senior executives average over 16 years of packaging industry experience and over 17 years with Ball. We expect that our European operations will continue to be managed by the top two executives at Schmalbach, who have an average of over 10 years of packaging industry experience and over five years with Schmalbach.



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High Quality Products and Service—We believe that the quality of our products and customer service is among the highest in the industry, as indicated by the number of quality awards we have earned. For example, in 2001 Ball's beverage can business was presented with Miller's "Supplier of the Year" award, which is awarded to only one supplier per year. In addition, all four of Ball's beverage can facilities that supply Anheuser-Busch have earned its elite "Certified Supplier" status, which is based on our level of service and the quality of our systems. Schmalbach's Bierne, France facility received a "Best Quality Supplier" award from Coca-Cola and an "A-Class Supplier" award from Interbrew. Outside of the packaging product line, BATC was awarded Boeing's "Silver Supplier" status and the James S. Cogswell Award for Outstanding Industrial Security Achievement by the Defense Security Service. We continually strive to improve the quality of our products and production processes through rigorous quality systems, comprehensive employee training and tight control of our manufacturing processes.



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Technological Leadership—We have extensive experience in improving productivity and designing innovative products. In particular, Ball has successfully increased manufacturing efficiencies and lowered unit costs through internally-developed equipment enhancements. We also have made numerous patented advancements in can and can end manufacturing techniques, in areas

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including dome reforming, spin flow necking and electromagnetic bodymaker redraw. We are thereby able to provide cans with innovative shapes and other customized features to our customers at a competitive price. We plan to share the best technology and innovations specific to Ball and Schmalbach to enhance our combined manufacturing operations.

Business Strategy

        Over the past several years, Ball has pursued a strategy to: (1) consolidate and grow through acquisitions, strategic alliances or other means in order to improve the competitive positioning and profitability of our existing businesses; (2) rationalize and restructure those businesses which faced overcapacity and/or insufficient levels of profitability and cash flow; and (3) operate our businesses to maximize returns of capital, profitability and cash flow. This strategy has resulted in several acquisitions, including Ball's acquisition of Reynolds Metals Company's North American beverage can business in 1998, which doubled the size of Ball's beverage can operations, joint ventures in its food and beverage container businesses, entry into the PET business and investments of capital to expand and upgrade facilities. It also led to the sale of Ball's glass container operations in 1995 and 1996 and the consolidation of manufacturing facilities in North America and the PRC.

        To maintain our status as a premier, low-cost manufacturer of packaging products and expand our world-class niche aerospace business, we will continue to pursue several strategic initiatives, including:

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Leverage Relationships with Existing Customers—We have long-term relationships with leading domestic and international beverage and food manufacturers and are continually seeking to expand our business with these customers and their affiliates. These customer relationships are maintained and expanded through our continued delivery of low cost quality products, superior customer service, innovation in design, efficient distribution through the use of strategically located facilities and the supply of products under multi-year supply contracts.



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Maintain Low Cost Position—We will continue to pursue opportunities to strengthen our low cost position in the metal beverage can business, as well as opportunities to lower costs in steel food cans and PET containers. Our strategy is to reduce costs and increase operating efficiencies through: (1) investments in productivity-enhancing machinery and equipment; (2) development and implementation of proprietary process technology; (3) reductions in the material content of containers; (4) improved utilization of capacity, equipment and personnel; and (5) purchasing economies of scale.



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Enhance Technological Leadership—We will continue to make research and development an important element of our competitive advantage and strategy, both in designing new products and in improving production efficiency and productivity. We plan to continue to work actively with customers to improve existing products and to design new packaging features. We also intend to leverage our design and engineering capabilities to develop value-added packaging and aerospace products, and to create more cost-effective manufacturing systems and materials that contribute to improvements in quality and operating efficiency.



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Expand PET Business—We plan to continue to capitalize on the increasing usage of PET containers for beverage products. Our strategy is to expand our production capacity at existing plants so as to leverage our fixed investment, lower costs and optimize efficiency. We believe our PET products complement our metal beverage containers, giving us the opportunity to capitalize on our strong customer relationships, as well as provide us with a growth vehicle for new customers in the beverage and food industries.



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Capitalize on BATC's World-Class Capabilities—We intend to focus on our core strength in the growing defense market, as well as in the commercial space market. Geopolitical events and executive and legislative branch priorities have created considerable growth opportunities in our

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core competencies. As an example, BATC's expertise in supplying highly specialized optical equipment to fix the Hubble Space Telescope is in demand in areas involving national security.

Recent Developments

        On January 29, 2003, we announced 2002 full year and fourth quarter results that were higher than those in the previous year. For the quarter ended December 31, 2002, Ball had net sales and earnings of $910.2 million and $28.7 million, respectively, compared to net sales of $843 million and earnings of $8.1 million for the quarter ended December 31, 2001. For the year ended December 31, 2002, Ball had net sales of $3,858.9 million and net earnings of $156.1 million, compared to net sales of $3,686.1 million and a net loss of $(99.2) million for the year ended December 31, 2001. Due to overall market conditions, we were required to make additional contributions of approximately $37 million to our North American pension plans during the fourth quarter of 2002. Additionally, for certain plans we were required to recognize additional minimum liability adjustments which resulted in an increase in long-term liabilities of $85.9 million and a reduction of shareholders' equity of $99.2 million.

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The Transactions

        As used in this prospectus, the "transactions" collectively refer to the acquisition, the offering of the old notes, the repayment of certain existing debt of Ball, the borrowings under the new credit facilities, the consent solicitation and the payment of related fees and expenses, all of which are described more fully below and under "The Transactions," "Use of Proceeds" and "Description of Other Indebtedness." For purposes of this section "The Transactions," amounts converted to U.S. dollars from sterling and euros are converted at the noon buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York on December 19, 2002.

        The Acquisition.    On December 19, 2002, Ball Corporation, through an indirect, wholly-owned subsidiary, completed the acquisition of 100% of the capital stock of Schmalbach–Lubeca GmbH for a purchase price, subject to certain adjustments and excluding fees and expenses, of approximately €922.3 million (or $942.3 million). Schmalbach–Lubeca GmbH is now being operated as an indirect, wholly-owned European subsidiary of Ball Corporation and is a restricted subsidiary under the indenture governing the notes. See "The Transactions" for a more detailed description of the terms and conditions of the acquisition.

The Financings.

        The Offering of the Old Notes—The proceeds from the offering of the old notes, together with the proceeds from the new credit facilities described below, were used to finance the transactions.

        New Credit Facilities—In connection with the transactions, we entered into new senior secured credit facilities, referred to herein as the new credit facilities, with a syndicate of lenders. The new credit facilities consist of term loan facilities in the amounts of $350 million, €414 million and £79 million and revolving credit facilities in an aggregate U.S. dollar equivalent amount of $450 million. See "Description of Other Indebtedness—New Credit Facilities" for a more detailed description of the new credit facilities.

        Consent Solicitation.    Ball Corporation has successfully completed a solicitation of consents from the holders of its existing $300 million of 7³/4% Senior Notes due 2006, or the 2006 notes, and its existing $250 million of 8¹/4% Senior Subordinated Notes due 2008, or the 2008 notes, and together with the 2006 notes, the existing notes, in order to amend certain provisions in the indentures governing the existing notes. Ball Corporation, the trustee and the subsidiary guarantors of the existing notes have executed the supplemental indentures, and the amendments have become operative. The amendments will enable Ball Corporation to own and operate the acquired business of Schmalbach in a more tax efficient manner and to enhance our ability to efficiently operate and finance our business as a global company.

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The Exchange Offer

        On December 19, 2002, Ball Corporation issued $300,000,000 principal amount of 6⁷/8% Senior Notes due 2012, the old notes to which the exchange offer applies, to a group of initial purchasers in reliance on exemptions from, or in transactions not subject to, the registration requirements of the Securities Act and applicable state securities laws. In connection with the initial purchasers' purchase of the old notes, we agreed to commence the exchange offer following the initial offering of the old notes.

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The New Notes

        The form and terms of the new notes will be identical in all material respects to the form and terms of the old notes, except that the new notes:

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will have been registered under the Securities Act;

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will not bear restrictive legends restricting their transfer under the Securities Act;

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will not be entitled to the registration rights that apply to the old notes; and

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will not contain provisions relating to liquidated damages in connection with the old notes under circumstances related to the timing of the exchange offer.

The new notes represent the same debt as the old notes and are governed by the same indenture, which is governed by New York law.

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Risk Factors

        Investing in the notes involves a number of material risks. You should consider carefully the information set forth under "Risk Factors" beginning on page 16 before deciding whether to participate in the exchange offer.

Address and Telephone Number

        Our principal executive office is located at Ball Corporation, 10 Longs Peak Drive, Broomfield, Colorado 80021-2510 and our telephone number is (303) 469-3131. Our website address is http://www.ball.com. Information contained on our website, or on any other website referred to therein, does not constitute part of this prospectus and is not incorporated by reference in this prospectus.

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Summary Historical and Pro Forma Financial Data

        The summary historical financial data as of and for each of the two years in the period ended December 31, 2001 have been derived from Ball's audited consolidated financial statements included elsewhere in this prospectus. The summary historical financial data as of and for the nine months ended September 29, 2002 have been derived from Ball's unaudited consolidated financial statements included elsewhere in this prospectus. The summary pro forma financial data set forth below have been derived from the Unaudited Pro Forma Condensed Combined Financial Data included elsewhere in this prospectus. The pro forma statement of earnings data and other pro forma data for the year ended December 31, 2001 and the nine months ended September 29, 2002 give effect to the transactions as if they had occurred on January 1, 2001. The pro forma balance sheet data give effect to the transactions as if they had occurred on September 29, 2002.

        The information set forth below should be read in conjunction with "Unaudited Pro Forma Condensed Combined Financial Data," "Selected Financial Data—Schmalbach–Lubeca Beverage Cans," "Selected Financial Data—Ball," "Management's Discussion and Analysis of Financial Condition and Results of Operations" and the consolidated or combined financial statements of Ball and Schmalbach–Lubeca Beverage Cans included elsewhere in this prospectus.

14

(1)

Excludes depreciation and amortization expense.

(2)

The diluted loss per share for 2001 is the same as the net loss per basic share because the assumed exercise of dilutive securities would have been antidilutive, in effect reducing losses per share.

(3)

Historical book value per share is computed by dividing total stockholders' equity by the number of shares of common stock outstanding at the end of each period.

(4)

The pro forma combined book value per share is computed by dividing pro forma stockholders' equity by the number of shares of common stock outstanding at the end of each period.

(5)

The ratio of earnings to fixed charges is computed by dividing fixed charges into earnings before income taxes and minority interests plus fixed charges. Fixed charges consist of interest expense, amortization of financing costs, the estimated interest component of rent expense and dividends on preferred stock.

(6)

During the year ended December 31, 2001, there was a deficiency of earnings to fixed charges of $112.8 million.

15

RISK FACTORS

        You should carefully consider the risk factors set forth below as well as the other information contained in this prospectus before making a decision to exchange your old notes in the exchange offer. The risks described below are not the only risks facing us. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial may also materially and adversely affect our business operations. Any of the following risks could materially and adversely affect our business, financial condition or results of operations.

Risks Associated with the Exchange Offer

Consequences of a Failure to Exchange Old Notes

        We did not register the old notes under the Securities Act or any state securities laws, nor do we intend to after the exchange offer. As a result, the old notes may only be transferred in limited circumstances under the securities laws. If you do not exchange your old notes in the exchange offer, you will lose your right to have the old notes registered under the Securities Act, subject to certain limitations. If you continue to hold old notes after the exchange offer, you may be unable to sell the old notes. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to existing restrictions.

Lack of Public Market for New Notes

        While the old notes are presently eligible for trading in the PORTAL^sm Market, there is no existing market for the new notes. The initial purchasers of the old notes have advised us that they currently intend to make a market in the new notes following the exchange offer, but they are not obligated to do so, and any market-making may be stopped at any time without notice. We do not intend to apply for a listing of the new notes on any securities exchange. We do not know if an active public market for the new notes will develop or, if developed, will continue. If an active public market does not develop or is not maintained, the market price and liquidity of the new notes may be adversely affected. We cannot make any assurances regarding the liquidity of the market for the new notes, the ability of holders to sell their new notes or the price at which holders may sell their new notes. In addition, the liquidity and the market price of the new notes may be adversely affected by changes in the overall market for securities similar to the new notes, by changes in our financial performance or prospects and by changes in conditions in our industry.

Procedures for Tender of Old Notes

        The new notes will be issued in exchange for the old notes only after timely receipt by the exchange agent of the old notes or a book-entry confirmation related thereto, a properly completed and executed letter of transmittal or an agent's message and all other required documentation. If you want to tender your old notes in exchange for new notes, you should allow sufficient time to ensure timely delivery. Neither we nor the exchange agent are under any duty to give you notification of defects or irregularities with respect to tenders of old notes for exchange. Old notes that are not tendered or are tendered but not accepted will, following the exchange offer, continue to be subject to the existing transfer restrictions. In addition, if you tender the old notes in the exchange offer to participate in a distribution of the new notes, you will be required to comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction. For additional information, please refer to the sections entitled "The Exchange Offer" and "Plan of Distribution and Selling Restrictions" later in this prospectus.

16

Risks Relating to Our Business and Operations

The loss of a key customer could have a significant negative impact on our sales.

        While we have diversified our customer base, we do sell a majority of our packaging products to relatively few major beverage and packaged food companies, some of which operate in both North America and Europe. The following table illustrates Ball's 2001 consolidated net sales to its major customers:

        Approximately 55% of Schmalbach's 2001 gross trade sales were generated by ten customers.

        Although approximately 70% of our customer contracts are long-term, these contracts are terminable under certain circumstances, such as our failure to meet quality or volume requirements. Because we depend on relatively few major customers, our business, financial condition or results of operations could be adversely affected by the loss of any of these customers, a reduction in the purchasing levels of these customers, a strike or work stoppage by a significant number of these customers' employees or an adverse change in the terms of the supply agreements with these customers.

        The primary customers for our aerospace work are U.S. government agencies or their prime contractors. These sales represented approximately 10% of Ball's consolidated 2001 net sales. Our contracts with these customers are subject to, among other things, the following risks:

•

unilateral termination for convenience by the customers;



•

reduction or modification in the scope of the contracts due to changes in the customer's requirements or budgetary constraints;



•

under fixed-price contracts, increased or unexpected costs causing losses or reduced profits; and



•

under cost reimbursement contracts, unallowable costs causing losses or reduced profits.

        Congressional budget reductions or a failure to increase agency budgets may limit both the funding of our existing government-derived contracts and our ability to obtain new contracts. In addition, our failure to win a long-term contract with a government agency or their prime contractors can effectively prevent us from selling certain items to that customer for an extended period of time.

We face competitive risks from many sources that may negatively impact our profitability.

        Competition within the packaging industry is intense. Increases in productivity, combined with surplus capacity in the industry, have maintained competitive pricing pressures. The principal methods of competition in the general packaging industry are price, service and quality. Some of our competitors may have greater financial, technical and marketing resources. Our current or potential competitors may offer products at a lower price or products that are superior to ours. In addition, our competitors may be more effective and efficient in integrating new technologies. Any of the factors listed above may cause price reductions, reduced gross margins and losses of market share for us. We cannot assure you that we will compete successfully.

17

We cannot assure you that Ball and Schmalbach will be successfully integrated.

        If we cannot successfully integrate Schmalbach's operations, we may experience material negative consequences to our business, financial condition or results of operations. The integration of companies that have previously been operated separately involves a number of risks, including, but not limited to:

•

demands on management related to the significant increase in our size after the acquisition;



•

the diversion of management's attention from the management of daily operations to the integration of operations;



•

difficulties in the assimilation and retention of employees;



•

difficulties in the assimilation of different cultures and practices, as well as in the assimilation of broad and geographically dispersed personnel and operations;



•

the risks of entering markets in which the acquirer has no or limited prior experience;



•

difficulties in the integration of departments, systems, including accounting systems, technologies, books and records and procedures, as well as in maintaining uniform standards, controls, including internal accounting controls, procedures and policies; and



•

expenses of any undisclosed or potential legal liabilities.

        Prior to the acquisition, Ball and Schmalbach operated as separate entities. We may not be able to maintain the levels of revenue, earnings or operating efficiency that Ball or Schmalbach had achieved or might have achieved separately. Successful integration of Schmalbach's operations will depend on our ability to manage those operations, realize opportunities for revenue growth presented by strengthened product offerings and expanded geographic market coverage and, to some degree, to eliminate redundant and excess costs. Because of difficulties in combining geographically distant operations, we may not be able to achieve the benefits that we hope to achieve as a result of the acquisition. The combined financial results of Ball and Schmalbach presented in this prospectus cover periods during which they were not under the same management and, therefore, may not be indicative of our future financial or operating results.

We are subject to competition from alternative products which could result in lower profits and reduced cash flows.

        Competition from alternative beverage containers could result in lower profits and reduced cash flows.

        The metal beverage can is subject to significant competition from substitute products, particularly plastic soft drink bottles made from PET, single serve beer bottles, and containers made of glass, cardboard or other materials. In addition, there have been several recent developments in plastic beer bottle technology that may enable plastic bottles to better compete against the can. Both the proportion of plastic bottles sold in the U.S. and European soft drink container markets and the proportion of glass bottles sold in the U.S. beer container market grew substantially during the 1990s and the early 2000s. Competition from plastic soft drink bottles is particularly intense in the United States and the United Kingdom. There can be no assurance that we will successfully compete against alternative beverage containers which could result in a reduction in our profits or cash flow.

We have a narrow product range and our business would suffer if usage of our products decreased.

        For the year ended December 31, 2001, 67% of our pro forma net sales were from the sale of metal beverage cans, and we expect to derive a significant portion of our future revenues from the sale of metal beverage cans. We sell no PET bottles in Europe. Our business would suffer if the use of metal beverage cans decreased. Accordingly, broad acceptance of aluminum and steel cans for a wide

18

variety of beverages by consumers is critical to our future success. If demand for glass and PET bottles increases relative to cans, or the demand for aluminum and steel cans does not develop as expected, our business, financial condition or results of operations could be materially adversely affected.

Our business, financial condition and results of operations are subject to risks resulting from increased international operations.

        We are subject to significantly greater international exposure as a result of the acquisition of Schmalbach than we were prior to the acquisition. On a pro forma basis, we would have derived approximately 25% of our total net sales from outside of North America in the year ended December 31, 2001. The increased scope of international operations may lead to more volatile financial results than can be predicted based upon historical results. The combined businesses would have operations in 10 countries and, as of September 29, 2002, would have employed approximately 8,250 employees in the United States and approximately 4,350 employees in other countries. This may make it more difficult for us to manage our business. Reasons for this include, but are not limited to, the following:

•

political and economic instability in foreign markets;



•

foreign governments' restrictive trade policies;



•

inconsistent product regulation or sudden policy changes by foreign agencies or governments;



•

the burden of complying with multiple and potentially conflicting laws;



•

the imposition of duties, taxes or government royalties;



•

foreign exchange rate risks;



•

difficulty in collecting international accounts receivable;



•

potentially longer payment cycles;



•

increased costs in maintaining international manufacturing and marketing efforts;



•

the introduction of non-tariff barriers and higher duty rates;



•

difficulties in enforcement of contractual obligations and intellectual property rights;



•

the geographic, time zone, language and cultural differences between personnel in different areas of the world; and



•

national and regional labor strikes.

        Any of these factors could materially adversely affect our business, financial condition or results of operations.

We have been exposed and, as a result of the transactions, will be further exposed to exchange rate fluctuations.

        For the year ended December 31, 2001, on a pro forma basis, 72% of our net sales were attributable to operations with U.S. dollars as their functional currency, and 28% of our net sales were attributable to operations having other functional currencies, with 11% of net sales attributable to the euro. Due to fluctuations in the currencies listed below, primarily the Brazilian real, Ball incurred unfavorable accumulated foreign currency translation adjustments of $2.1 million and $3.2 million for the years ended December 31, 2001 and 2000, respectively.

        Our reporting currency is the U.S. dollar. Historically, Ball's foreign operations, including assets and liabilities and revenues and expenses, have been denominated in various currencies other than the U.S. dollar, and we expect that our foreign operations will continue to be so denominated. As a result,

19

the U.S. dollar value of Ball's foreign operations have varied, and will continue to vary, with exchange rate fluctuations. In this respect, historically Ball has been primarily exposed to fluctuations in the exchange rate of the Brazilian real, Thai baht, Chinese renminbi, Hong Kong dollar and Canadian dollar against the U.S. dollar.

        Historically, Schmalbach's operations, including assets and liabilities and revenues and expenses, have been denominated in euros, sterling and Polish zloty and reported in euros. Schmalbach will continue such practice. As a result, the U.S. dollar value of Schmalbach's operations will vary with exchange rate fluctuations.

        A decrease in the value of any of these currencies, including the euro, relative to the U.S. dollar could reduce our profits from foreign operations and the value of the net assets of our foreign operations when reported in U.S. dollars in our financial statements. This could have a material adverse effect on our business, financial condition or results of operations as reported in U.S. dollars.

        In addition, fluctuations in currencies relative to currencies in which the earnings are generated may make it more difficult to perform period-to-period comparisons of our reported results of operations. For purposes of accounting, the assets and liabilities of our foreign operations, where the local currency is the functional currency, are translated using period-end exchange rates, and the revenues and expenses of our foreign operations are translated using average exchange rates during each period. Translation gains and losses are reported in accumulated other comprehensive loss as a component of shareholders' equity.

        While our expenses with respect to foreign operations are generally denominated in the same currency as the corresponding sales, thereby generally limiting exchange rate risk with respect to transactions, our purchases of aluminum for foreign operations are denominated in U.S. dollars, thus subjecting us to exchange rate risk with respect to aluminum. We cannot predict the effect of exchange rate fluctuations upon future operating results.

        We actively manage our exposure to foreign currency fluctuations in order to mitigate the effect of foreign cash flow and reduce earnings volatility associated with foreign exchange rate changes. We primarily use forward contracts and options to manage our foreign currency exposures and, as a result, we experience gains and losses on these derivative positions offset, in part, by the impact of currency fluctuations on existing assets and liabilities. Economic risks associated with these hedging instruments include: unexpected fluctuations in interest rates impacting our future buying power for purchasing foreign currencies; and unexpected changes in the timing and collection of funds related to hedging instruments, both of which can cause hedging instruments to be ineffective. An ineffective hedging instrument may expose us to currency losses, which could have an adverse effect on our business, financial condition or results of operations. We cannot assure you that our hedging programs will be effective.

Our business, operating results and financial condition are subject to particular risks in certain regions of the world.

        We may experience an operating loss in one or more regions of the world for one or more periods, which could have a material adverse effect on our business, operating results or financial condition. In particular, current local market conditions have slowed our businesses in China and Brazil and decreased exports of our products from China to other Asian countries. We cannot predict when or if these market conditions will improve. Moreover, overcapacity, which often leads to lower prices, exists in a number of regions, including Asia and Latin America, and may persist even if demand grows. Our ability to manage such operational fluctuations and to maintain adequate long-term strategies in the face of such developments will be critical to our continued growth and profitability.

20

If we fail to retain key management and personnel we may be unable to implement our key objectives.

        We believe that our future success depends, in large part, on our experienced management team. Losing the services of key members of our management team could make it difficult for us to manage our business and meet our objectives.

Decreases in our ability to apply new technology and know-how may affect our competitiveness.

        Our success depends in part on our ability to improve production processes and services. We must also introduce new products and services to meet changing customer needs. If we are unable to implement better production processes or to develop new products, we may not be able to remain competitive with other manufacturers. As a result, our business, financial condition or results of operations could be adversely affected.

Bad weather may result in lower sales.

        We manufacture packaging products primarily for beverages and foods. Unseasonably cool weather can reduce demand for certain beverages packaged in our containers. In addition, poor weather conditions that reduce crop yields of fruits and vegetables can adversely affect demand for our food containers, creating potentially adverse effects on our business.

We are vulnerable to fluctuations in the supply and price of raw materials.

        We purchase aluminum, steel, plastic resin and other raw materials and packaging supplies from several sources. While all such materials are available from numerous independent suppliers, raw materials are subject to fluctuations in price attributable to a number of factors, including general economic conditions, the demand by other industries for the same raw materials and the availability of complementary and substitute materials. Although we enter into commodities purchase agreements from time to time and use derivative instruments to hedge our risk, we cannot ensure that our current suppliers of raw materials will be able to supply us with sufficient quantities or at reasonable prices. Increases in raw material costs could have a material adverse effect on our business, financial condition or results of operations. Because our North American contracts often pass raw material costs directly on to the customer, increasing raw materials costs may not impact our near-term profitability but could decrease our sales volume over time. In Europe, our contracts do not typically allow us to pass on increased raw material costs and we regularly use derivative agreements to manage this risk; however, our hedging procedures may be insufficient and our results could be materially impacted if materials costs increase suddenly in Europe.

Prolonged work stoppages at plants with union employees could jeopardize our financial position.

        As of September 29, 2002, on a pro forma basis, approximately 21% of our employees in North America and 90% of our employees in Europe were covered by one or more collective bargaining agreements. These collective bargaining agreements have staggered expirations over the next three years. Although we consider our employee relations to be generally good, a prolonged work stoppage or strike at any facility with union employees could have a material adverse effect on our business, financial condition or results of operations. In addition, we cannot assure you that upon the expiration of existing collective bargaining agreements new agreements will be reached without union action or that any such new agreements will be on terms satisfactory to us.

Our business is subject to substantial environmental remediation and compliance costs.

        Our operations are subject to federal, state and local laws and regulations relating to environmental hazards, such as emissions to air, discharges to water, the handling and disposal of hazardous and solid wastes and the cleanup of hazardous substances. The U.S. Environmental Protection Agency has

21

designated us, along with numerous other companies, as a potentially responsible party for the cleanup of several hazardous waste sites. Based on available information, we do not believe that any costs incurred in connection with such sites will have a material adverse effect on our financial condition, results of operations, capital expenditures or competitive position.

        We continually review our compliance with environmental laws and believe that our operations are in substantial compliance with these laws, other than in the situations described above. However, we may incur liabilities for noncompliance, or substantial expenditures to achieve compliance, with environmental laws in the future. In addition, stricter laws and regulations, or stricter interpretations of existing laws or regulations, may impose new liabilities on us, adversely affecting our business, financial condition and results of operations in the future.

        Furthermore, various legislators have introduced or may introduce laws prohibiting, taxing or restricting the sale or use of certain types of containers or prohibiting disposal of packaging materials in landfills. Some laws have been adopted and others rejected. We anticipate that advocates of such laws will continue to lobby for their passage in the future. Wide adoption of these or similar laws could have an adverse affect on our business, financial condition and results of operations.

Mandatory deposit laws in Germany have had and could continue to have a negative effect on the demand for beverage cans in Germany.

        Our operations in Germany are subject to packaging legislation that exempts one-way containers from a mandatory deposit fee as long as returnable containers maintain at least a 72% market share. After the market share for returnable containers dropped below this mandated level, regulators imposed a mandatory deposit fee on cans and other non-refillable containers effective January 1, 2003, although an effective container return system is not expected to be in place until October 2003, at the earliest. It is too soon to determine the long-term impact the deposit fee will have on sales in Germany, but in the interim, we temporarily reduced production at our German plants in response to lower demand.

If we were required to write down all or part of our goodwill, our net income and net worth could be materially adversely affected.

        As a result of Ball's previous acquisitions and the acquisition of Schmalbach, we would have $1,135.6 million of net goodwill recorded on our pro forma consolidated balance sheet as of September 29, 2002. Historically, we have amortized goodwill on a straight-line basis, principally over 40 years. Beginning January 1, 2002, we no longer amortize goodwill. Instead, we are required to periodically determine if our goodwill has become impaired, in which case we would write down the impaired portion of our goodwill. If we were required to write down all or part of our goodwill, our net income and net worth could be materially adversely affected.

If the investments in Ball's pension plans do not perform as expected, we may have to contribute additional amounts to the plans, which would otherwise be available to cover operating expenses.

        Ball maintains noncontributory, defined benefit pension plans covering substantially all of its U.S. employees, which we fund based on certain actuarial assumptions. The plans' assets consist primarily of common stocks and fixed income securities. If the investments in the plan do not perform at expected levels, then we will have to contribute additional funds to ensure that the program will be able to pay out benefits as scheduled. Such an increase in funding could result in a decrease in our available cash flow and net earnings and the recognition of such an increase could result in a reduction to our shareholders' equity. We recorded an increase in our minimum pension liability in the fourth quarter of 2002 as a result of the decline in the market value of the plans' assets. This increase in pension liability will be reflected as an increase in other liabilities and a corresponding decrease in stockholders' equity.

22

Risks Relating to the Notes

Our significant debt could adversely affect our financial health and prevent us from fulfilling our obligations under the notes.

        We have a significant amount of debt. On September 29, 2002, on a pro forma basis, we would have had total debt of $1,982 million (of which $300 million would have consisted of the notes, $1,014.2 million would have consisted of borrowings under our new credit facilities, $550 million would have consisted of the existing notes and $117.8 million would have consisted of other debt). On a pro forma basis, our ratio of earnings to fixed charges would have been 0.6x for the year ended December 31, 2001, and 3.5x for the nine months ended September 29, 2002.

        Our high level of debt could have important consequences to you, including the following:

•

use of a large portion of our cash flow to pay principal and interest on the notes, the existing notes, the new credit facilities and our other debt, which will reduce the availability of our cash flow to fund working capital, capital expenditures, research and development expenditures and other business activities;



•

current and future debt under our new credit facilities is secured;



•

increase our vulnerability to general adverse economic and industry conditions;



•

limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;



•

restrict us from making strategic acquisitions or exploiting business opportunities;



•

make it more difficult for us to satisfy our obligations with respect to the notes;



•

place us at a competitive disadvantage compared to our competitors that have less debt;



•

limit our ability to make capital expenditures in order to maintain our manufacturing plants in good working order and repair; and



•

limit, along with the financial and other restrictive covenants in our debt, among other things, our ability to borrow additional funds, dispose of assets or pay cash dividends.

        In addition, a substantial portion of our debt bears interest at variable rates. If market interest rates increase, variable-rate debt will create higher debt service requirements, which would adversely affect our cash flow. While we generally enter into agreements limiting our exposure, any such agreements may not offer complete protection from this risk.

We will require a significant amount of cash to service our debt. Our ability to generate cash depends on many factors beyond our control.

        Our ability to make payments on and to refinance our debt, including the notes, and to fund planned capital expenditures and research and development efforts, will depend on our ability to generate cash in the future. This is subject to general economic, financial, competitive, legislative, regulatory and other factors that may be beyond our control.

        Based on our current level of operations, we believe our cash flow from operations, available cash and available borrowings under our new credit facilities, will be adequate to meet our future liquidity needs for the next several years barring any unforeseen circumstances which are beyond our control.

        We cannot assure you, however, that our business will generate sufficient cash flow from operations or that future borrowings will be available to us under our new credit facilities or otherwise in an amount sufficient to enable us to pay our debt, including the notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our debt, including the notes, on or before

23

maturity. We cannot assure you that we will be able to refinance any of our debt, including our new credit facilities, the existing notes or the notes, on commercially reasonable terms or at all.

Despite our current significant level of debt, we may still be able to incur substantially more debt. This could further exacerbate the risks associated with our substantial debt.

        We may be able to incur substantial additional debt in the future. Although the indenture governing the notes contains restrictions on the incurrence of additional debt, these restrictions are subject to a number of qualifications and exceptions and, under certain circumstances, debt incurred in compliance with these restrictions could be substantial. If new debt is added to our current debt levels, the substantial risks described above would intensify.

The notes and the subsidiary guarantees will be unsecured and effectively subordinated to our existing and future secured debt.

        Holders of our secured debt will have claims that are prior to your claims as holders of the notes to the extent of the value of the assets securing the secured debt. Notably, Ball Corporation and the subsidiary guarantors are parties to the new credit facilities, which are secured by liens on the stock of substantially all of Ball Corporation's and the subsidiary guarantors' subsidiaries. The notes are effectively subordinated to all secured debt. In the event of any distribution or payment of our assets in any foreclosure, dissolution, winding-up, liquidation, reorganization or other bankruptcy proceeding, holders of secured debt will have prior claim to those of our assets that constitute their collateral. Holders of the notes will participate ratably with all holders of our unsecured debt that is deemed to be of the same class as the notes, and potentially with all of our other general creditors, based upon the respective amounts owed to each holder or creditor, in our remaining assets. In any of the foregoing events, we cannot assure you that there will be sufficient assets to pay amounts due on the notes. As a result, holders of notes may receive less, ratably, than holders of secured debt.

        As of September 29, 2002, on a pro forma basis, the aggregate amount of our secured debt would have been approximately $1,074.9 million, and approximately $313.2 million would have been available for additional borrowings under our new credit facilities. We may be permitted to borrow substantial additional debt, including secured debt, in the future under the terms of the indenture governing the notes.

The notes are structurally subordinated to all existing and future liabilities of our subsidiaries that do not guarantee the notes.

        The notes are structurally subordinated to all existing and future liabilities, including trade payables, of our subsidiaries that do not guarantee the notes, and the claims of creditors of those subsidiaries, including trade creditors, will have priority as to the assets and cash flows of those subsidiaries. In the event of a bankruptcy, liquidation, dissolution, reorganization or similar proceeding of any of the non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will generally be entitled to payment on their claims from assets of those subsidiaries before any assets are made available for distribution to us. None of our foreign subsidiaries guarantee the notes and certain of our domestic subsidiaries do not guarantee the notes. Certain European subsidiaries are borrowers under the new credit facilities, and are obligors and cross-guarantors on $549.3 million of European term loans and any amounts borrowed by such subsidiaries under the revolving credit facilities. Additionally, Ball's Canadian operating subsidiary is a party to the $35 million Canadian revolving credit facility issued under the new credit facilities. As of September 29, 2002, on a pro forma basis, our non-guarantor subsidiaries would have had $809.7 million of outstanding liabilities, excluding intercompany liabilities and the new credit facilities but including trade payables. Under some circumstances, the terms of the notes permit Ball Corporation and the guarantor subsidiaries to incur additional debt. In addition, on a pro forma basis, Ball Corporation and the guarantor subsidiaries generated 71% of

24

our net sales for the nine months ended September 29, 2002, and represented 59% of our assets as of September 29, 2002.

The terms of our debt impose restrictions on us that may affect our ability to successfully operate our business and our ability to make payments on the notes.

        The indentures governing the existing notes, the indenture governing the notes and the agreement governing our new credit facilities all contain, covenants that, among other things, limit our ability to:

•

incur additional debt and issue preferred stock;



•

pay dividends or make other restricted payments;



•

make certain investments;



•

create liens;



•

allow restrictions on the ability of certain of our subsidiaries to pay dividends or make other payments to us;



•

sell assets;



•

merge or consolidate with other entities; and



•

enter into transactions with affiliates.

        The new credit facilities also require us to comply with a minimum interest coverage ratio test, maximum leverage ratio test and minimum fixed charge coverage ratio test.

        These covenants could materially and adversely affect our ability to finance our future operations or capital needs and to engage in other business activities that may be in our best interest.

        All of these covenants may restrict our ability to expand or to pursue our business strategies. Our ability to comply with these covenants may be affected by events beyond our control, such as prevailing economic conditions and changes in regulations, and if such events occur, we cannot be sure that we will be able to comply. A breach of these covenants could result in a default under the indentures governing the existing notes, the indenture governing the notes and/or the new credit facilities. If there were an event of default under the indentures for the existing notes, the indenture for the notes and/or the new credit facilities, holders of such defaulted debt could cause all amounts borrowed under these instruments to be due and payable immediately. Additionally, if we fail to repay the debt under the new credit facilities when it becomes due, the lenders under the new credit facilities could proceed against certain of our assets and capital stock which we have pledged to them as security. We cannot assure you that our assets or cash flow will be sufficient to repay borrowings under the outstanding debt instruments in the event of a default thereunder.

We may not be able to service the notes because of our operational structure.

        The notes are obligations solely of Ball Corporation, and each subsidiary guarantee is the obligation solely of the applicable subsidiary guarantor. Ball Corporation, the issuer of the notes, is a holding company and, as such, its operations are conducted through its subsidiaries. Ball Corporation's subsidiaries are its primary source of income and it relies on that income to make payments on debt. However, Ball Corporation's subsidiaries are separate and distinct legal entities.

        Except for the subsidiary guarantees given by the subsidiary guarantors, holders of the notes cannot demand repayment of the notes from Ball Corporation's subsidiaries because the notes are not obligations of non-guarantor subsidiaries. Therefore, although Ball Corporation's operating subsidiaries may have cash, Ball Corporation may not be able to make payments on its debt. In addition, the ability of Ball Corporation's subsidiaries to make payments to Ball Corporation will also be affected by their

25

own operating results and will be subject to applicable laws and contractual restrictions contained in the instruments governing any debt or leases of such subsidiaries. Although the indenture governing the notes limits the ability of such subsidiaries to enter into any consensual restrictions on their ability to pay dividends and other payments to us, such limitations are subject to a number of significant qualifications.

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture governing the notes.

        Upon certain events constituting a change of control, as that term is defined in the indenture governing the notes, including a change of control caused by an unsolicited third party, we are required to make an offer in cash to repurchase all or any part of each holder's notes at a price equal to 101% of the principal thereof, plus accrued interest. The source of funds for any such repurchase would be our available cash or cash generated from operations or other sources, including borrowings, sales of equity or funds provided by a new controlling person or entity. We cannot assure you that sufficient funds will be available at the time of any change of control event to repurchase all tendered notes pursuant to this requirement. Our failure to offer to repurchase notes, or to repurchase notes tendered, following a change of control will result in a default under the indenture governing the notes, which could lead to a cross-default under our new credit facilities and under the terms of our other debt. In addition, our new credit facilities effectively prohibit us from making any such required repurchases. Prior to repurchasing the notes on a change of control event, we must either repay outstanding debt under our new credit facilities or obtain the consent of the lenders under those facilities. If we do not obtain the required consents or repay our outstanding debt under our new credit facilities, we would remain effectively prohibited from offering to repurchase the notes.

We may not be required, or we may not be able, to repurchase the notes upon an asset sale.

        Holders of the notes may not have all or any of their notes repurchased following an asset sale because:

•

we are only required to repurchase the notes under certain circumstances if there are excess proceeds of the asset sale; or



•

we may be prohibited from repurchasing the notes by the terms of our senior debt, including the new credit facilities.

        Under the terms of the indenture governing the notes, we may be required to repurchase all or a portion of the notes following an asset sale at a purchase price equal to 100% of the principal amount of the notes. However, we are only required to repurchase the notes from the excess proceeds of the asset sale that we do not use to repay other senior debt or to acquire replacement assets. We can also defer the offer to you until there are excess proceeds in an amount greater than $20 million. It is likely that the terms of our senior debt will require us to apply most, if not all, of the proceeds of an asset sale to repay that debt, in which case there may be no excess proceeds of the asset sale for the repurchase of the notes.

        In addition, the terms of our senior debt may prevent us from repurchasing the notes without the consent of our senior lenders. In those circumstances, we would be required to obtain the consent of our senior lenders before we could repurchase the notes with the excess proceeds of an asset sale. If we were unable to obtain any required consents, the requirement that we purchase the notes from the excess proceeds of an asset sale will be ineffective.

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The subsidiary guarantees of the notes could be subordinated or voided by a court.

        Under the federal bankruptcy law and comparable provisions of state fraudulent transfer laws, a guarantee could be voided, or claims in respect of a guarantee could be subordinated to all other debts of that guarantor if, among other things, the guarantor, at the time it incurred the debt evidenced by its guarantee:

•

received less than reasonably equivalent value or fair consideration for the incurrence of such guarantee; and



•

was insolvent or rendered insolvent by reason of such incurrence; or



•

was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or



•

intended to incur, or believed that it would incur, debts beyond its ability to pay such debts as they mature.

        In such instances, the note holders would cease to have any claim in respect of that subsidiary guarantee and would be creditors solely of Ball Corporation and any remaining subsidiary guarantors. In addition, any payment by that subsidiary guarantor pursuant to its subsidiary guarantee could be voided and required to be returned to the subsidiary guarantor, or to a fund for the benefit of the creditors of the subsidiary guarantor.

        The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if:

•

the sum of its debts, including contingent liabilities, was greater than the fair saleable value of all of its assets; or



•

the present fair saleable value of its assets was less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or



•

it could not pay its debts as they become due.

        On the basis of historical financial information, recent operating history and other factors, we believe that each subsidiary guarantor, after giving effect to each subsidiary guarantee of the notes, will not be insolvent, will not have unreasonably small capital for the business in which it is engaged and will not have incurred debts beyond its ability to pay such debts as they mature. We cannot assure you, however, as to what standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard.

A court may void the issuance of the notes in circumstances of a fraudulent transfer under federal or state fraudulent transfer laws.

        If a court determines the issuance of the notes constituted a fraudulent transfer, the holders of the notes may not receive payment on the notes.

        Under federal bankruptcy and comparable provisions of state fraudulent transfer laws, if a court were to find that, at the time the notes were issued Ball Corporation:

•

issued the notes with the intent of hindering, delaying or defrauding current or future creditors; or



•

received less than fair consideration or reasonably equivalent value for incurring the debt represented by the notes, and either (i) we were insolvent or were rendered insolvent by reason of

27

the issuance of the notes; or (ii) we were engaged, or about to engage, in a business or transaction for which our assets were unreasonably small; or (iii) we intended to incur, or believed, or should have believed, we would incur, debts beyond our ability to pay as such debts mature;

then a court could:

•

avoid all or a portion of our obligations to the holders of the notes;



•

subordinate our obligations to the holders of the notes to other existing and future debt of us, the effect of which would be to entitle the other creditors to be paid in full before any payment could be made on the notes; or



•

take other action harmful to the holders of the notes, including in certain circumstances, invalidating the notes.

        In any of these events, we could not assure you that the holders of the notes would ever receive payment on the notes.

        The measures of insolvency for the purposes of the above will be as described in the risk factor "The subsidiary guarantees of the notes could be subordinated or voided by a court." We cannot assure you as to what standard a court would apply in order to determine whether we were "insolvent" as of the date the notes were issued, or that, regardless of the method of valuation, a court would not determine that we were insolvent on that date. Nor can we assure you that a court would not determine, regardless of whether we were insolvent on the date the notes were issued, that the issuance of the notes constituted fraudulent transfers on another ground.

28

THE TRANSACTIONS

The Acquisition.

        On December 19, 2002, Ball Corporation through an indirect, wholly-owned subsidiary, completed the acquisition of 100% of the capital stock of Schmalbach, the second largest manufacturer of metal beverage containers in Europe. Schmalbach is now being operated as an indirect, wholly-owned European subsidiary of Ball Corporation and is a restricted subsidiary under the indentures governing the notes.

        For purposes of this section "The Transactions," amounts converted to U.S. dollars from sterling and euros are converted at the noon buying rate in the City of New York for cable transfers as certified for customs purposes by the Federal Reserve Bank of New York on December 19, 2002.

The Acquisition Agreement.

        General—The following summary of certain of the terms of the acquisition agreement does not purport to be complete and is qualified in its entirety by reference to the acquisition agreement, a copy of which was filed by Ball Corporation with the SEC as Exhibit 10.1 to Ball Corporation's Quarterly Report on Form 10-Q for the quarter ended September 29, 2002, and the amendment to the acquisition agreement, a copy of which was filed by Ball Corporation with the SEC as Exhibit 2.2 to Ball Corporation's Current Report on Form 8-K dated December 19, 2002, and filed on December 31, 2002, both of which are incorporated herein by reference.

        Purchase Price—The purchase price for the acquisition was €922.3 million (or $942.3 million), subject to certain adjustments and excluding fees and expenses. The purchase price includes an adjustment for Schmalbach's German pension liabilities and will be further adjusted to take into account, among other things, the following:

•

outstanding indebtedness of Schmalbach at the time of the closing;



•

change of control costs for certain employees of Schmalbach;



•

the extent to which Schmalbach's net working capital at the time of the closing deviated from the applicable projected amount;



•

the extent to which Schmalbach's aggregate capital expenditures between signing and closing deviated from certain projected amounts;



•

cash which Schmalbach was unable to distribute to its current shareholders prior to closing (with the exception of $6.8 million related to the sale of Schmalbach's operations in the PRC); and



•

the extent to which any underfunding of Schmalbach's pension liabilities in the United Kingdom as of the closing date exceeded £3 million.

        Representations, Warranties and Covenants—The acquisition agreement contains customary representations, warranties and covenants.

        Indemnification—AV Packaging GmbH and Schmalbach–Lubeca Holding GmbH will indemnify Ball Corporation for losses arising from, among other things, breaches of representations and warranties, breaches of covenants, liabilities relating to Schmalbach's businesses other than the beverage can business and liabilities relating to the sale of Schmalbach's PET and White Cap businesses. Such representations and warranties in the purchase agreement survive for 18 months after the closing, except representations concerning environmental matters, title to shares and the organizational structure of the beverage can business which survive for five years and representations concerning tax matters which survive until six months after the final assessment or final resolution, as applicable,

29

following a tax audit, if any, or the date after which the respective tax authorities can no longer assess tax liabilities, whichever occurs later.

The Financings.

        The Offering of the Old Notes—The proceeds from the offering of the old notes, together with the proceeds from the new credit facilities, were used to finance the acquisition and other transactions.

        New Credit Facilities—In connection with the transactions, we entered into the new credit facilities with a syndicate of lenders. The new credit facilities consist of term loan facilities in the amount of $350 million, €414 million and £79 million and revolving credit facilities in an aggregate U.S. dollar equivalent amount of $450 million. See "Description of Other Indebtedness—New Credit Facilities" for a more detailed description of the new credit facilities.

Consent Solicitation.

        Ball Corporation has successfully completed a solicitation of consents from the holders of the existing notes, in order to amend certain provisions contained in the indentures governing the existing notes. Ball Corporation, the trustee and the subsidiary guarantors of the existing notes have executed the supplemental indentures, and the amendments have become operative. These amendments will enable Ball Corporation to own and operate the acquired business of Schmalbach in a more tax efficient manner and to enhance our ability to efficiently operate and finance our business as a global company.

        See "Use of Proceeds" for a summary of the estimated sources and uses of funds for the transactions.

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USE OF PROCEEDS

        We will not receive any proceeds from the exchange offer. Because we are exchanging the new notes for the old notes, which have substantially identical terms, the issuance of the new notes will not result in any increase in our indebtedness. The exchange offer is intended to satisfy our obligations under the registration rights agreement. Gross proceeds from the offering of old notes were $300 million. The net proceeds from the issuance of the old notes were approximately $295.5 million, after deducting the initial purchasers' discount and certain offering expenses. The net proceeds from the offering of old notes, together with borrowings under the new credit facilities, were used to finance the transactions as described under "The Transactions" and for general corporate purposes.

31

CAPITALIZATION

        The following table sets forth our unaudited consolidated cash and cash equivalents and capitalization as of September 29, 2002 (1) on a historical basis and (2) as adjusted to give effect to the transactions as if they had occurred on September 29, 2002. See "The Transactions." You should read this table in conjunction with "Summary Historical and Pro Forma Financial Data," "Unaudited Pro Forma Condensed Combined Financial Data," "Selected Financial Data—Ball," "Selected Financial Data—Schmalbach–Lubeca Beverage Cans," Ball's unaudited condensed consolidated financial statements and related notes and Schmalbach–Lubeca Beverage Cans' unaudited combined interim financial statements and related notes, in each case, included elsewhere in this prospectus.

(1)

Represents the current portion of term loans under the credit facilities and, on an as adjusted basis, also includes the current portion of Schmalbach's obligation under a capital lease.

(2)

As of September 29, 2002, on an actual basis, other debt consisted of $27.1 million of industrial revenue bonds and $5.0 million related to the fair value of the hedged portion of our 7³/4% Senior Notes due 2006. On an as adjusted basis, other debt consisted of $27.1 million of industrial revenue bonds, $5.0 million related to the fair value of the hedged portion of our 7³/4% Senior Notes due 2006, $15.6 million of Schmalbach environmental loans and $2.1 million for the long-term portion of Schmalbach's obligation under a capital lease. These numbers exclude $52.1 million of debt held by our non-guarantor subsidiary and affiliates in the PRC, which is short-term uncommitted non-recourse debt and borrowings under Schmalbach's accounts receivable securitization program. These numbers also exclude Ball's accounts receivable securitization facility which is reported as an off-balance sheet liability in accordance with US GAAP. As of September 29, 2002, Ball had $157.5 million outstanding under its accounts receivable securitization facility.

32

UNAUDITED PRO FORMA CONDENSED COMBINED FINANCIAL DATA

        The unaudited pro forma condensed combined financial data are based on the consolidated financial statements of Ball and the combined financial statements of Schmalbach–Lubeca Beverage Cans. The unaudited pro forma condensed combined balance sheet at September 29, 2002, is based on the consolidated financial statements of Ball and the combined financial statements of Schmalbach–Lubeca Beverage Cans and adjusted to give effect to the transactions as if they had occurred on September 29, 2002. The unaudited pro forma condensed combined statements of earnings for the year ended December 31, 2001 and the nine-month period ended September 29, 2002 are based on the consolidated financial statements of Ball and the combined financial statements of Schmalbach–Lubeca Beverage Cans and adjusted to give effect to the transactions as if they had occurred on January 1, 2001.

        Prior to July 1, 2002, Schmalbach–Lubeca AG, now known as Schmalbach–Lubeca GmbH, consisted of three operating segments—PET containers, White Cap closures and beverage cans. On July 1, 2002, Schmalbach sold both the PET and White Cap businesses. The Schmalbach–Lubeca Beverage Cans historical financial statements included herein represent the beverage can business and an allocated portion of the corporate headquarters function and exclude the businesses that were sold on July 1, 2002. The Schmalbach–Lubeca Beverage Cans combined financial statements include substantially all of the assets, liabilities, results of operations and cash flows attributable to the historical beverage can operations of Schmalbach in addition to an allocated portion of the corporate headquarters function and acquired assets and liabilities of Schmalbach. The combined statement of earnings includes all items of revenue and income generated by the beverage can operations and all items of expense directly incurred by it or charged to it. Certain corporate expenses, assets and liabilities were allocated to the combined financial statements. They include certain historical corporate activities of Schmalbach, relating to the beverage can business, which are not reflective of what the recurring operations of the business under Ball ownership and management will be.

        The Schmalbach–Lubeca Beverage Cans combined financial statements were prepared in accordance with International Accounting Standards, or IAS, which differ in certain respects from US GAAP and were adjusted to US GAAP. The combined statements of earnings were prepared in euros and translated to U.S. dollars at the average of the daily closing rates for the periods presented. The combined balance sheet was translated at the September 27, 2002 noon buying rate in The City of New York of $0.9772 to €1.00. Certain reclassifications were made to the Schmalbach–Lubeca Beverage Cans financial statements to conform them to Ball's presentation.

        Adjustments for the transactions are based upon historical financial information of Ball and Schmalbach–Lubeca Beverage Cans and certain assumptions that management of Ball believes are reasonable. The acquisition will be accounted for using the purchase method of accounting. Under this method, the purchase price has been allocated to the assets and liabilities acquired based on preliminary estimates of fair value. The valuation of certain assets and liabilities by management and third-party experts is still in process and therefore, the actual fair values may vary from the preliminary estimates. For purposes of the pro forma information, a total purchase price of $944.1 million has been used, which consists of cash of $885.6 million, the retention of $18.8 million of Schmalbach debt plus acquisition costs of $39.7 million.

        The pro forma financial data do not necessarily reflect the results of operations or the financial position of Ball that actually would have resulted had the transactions occurred at the date indicated, or project the results of operations or financial position of Ball for any future date or period.

        The unaudited pro forma condensed combined financial data should be read in conjunction with:

•

Ball's audited consolidated financial statements and related notes contained in Ball's Annual Report on Form 10-K for the year ended December 31, 2001, Ball's unaudited condensed consolidated financial statements and related notes contained in Ball's Quarterly Report on

33

Form 10-Q for the quarter ended September 29, 2002 and "Management's Discussion and Analysis of Financial Condition and Results of Operations" contained in our Annual Report on Form 10-K for the year ended December 31, 2001 and Quarterly Report on Form 10-Q for the quarter ended September 29, 2002, and

•

Schmalbach–Lubeca Beverage Cans' audited combined financial statements for the year ended December 31, 2001 and Schmalbach–Lubeca Beverage Cans' unaudited combined financial statements for the nine months ended September 30, 2002, together with related notes, as well as "Management's Discussion and Analysis of Financial Condition and Results of Operations," in each case contained elsewhere in this prospectus.

        See "Where You Can Find More Information" and "Incorporation of Certain Information by Reference."

34

Unaudited Pro Forma Condensed Combined Statement of Earnings

Year ended December 31, 2001

(dollars in millions, except per share data)

(1)

Reconciliation of IAS to US GAAP is included on page 41.

(2)

Footnote explanations of pro forma adjustments are included on pages 37 and 38.

(3)

The diluted loss per share is the same as the basic loss per share because the assumed exercise of stock options and conversion of Ball's employee stock ownership plan preferred stock would have been antidilutive.

35

Unaudited Pro Forma

Condensed Combined Statement of Earnings

Nine Months Ended September 29, 2002

(dollars in millions, except per share data)

(1)

Reconciliation of IAS to US GAAP is included on page 42.

(2)

Footnote explanations of pro forma adjustments are included on pages 37 and 38.

36

NOTES TO UNAUDITED PRO FORMA
CONDENSED COMBINED STATEMENT OF EARNINGS

(a)

Historically, certain corporate overhead costs were allocated to the beverage can business. For purposes of preparing Schmalbach–Lubeca Beverage Cans' historical financial statements, included elsewhere herein, where it was possible to specifically identify costs as relating to the beverage can business, those costs were charged directly to it. Where it was not possible to specifically identify the costs relating to a particular business, a portion of the costs were allocated to the beverage can business based on revenues. In addition, certain corporate expenses were allocated to the combined financial statements of Schmalbach–Lubeca Beverage Cans for the sole purpose of preparing them. These included historical corporate activities of Schmalbach which are either unrelated to the beverage can business or not reflective of the recurring operations on a standalone basis. Accordingly, we have made certain adjustments that reflect the corporate overhead costs that we anticipate Schmalbach will incur as a wholly-owned subsidiary of Ball.

(b)

Represents the reversal of goodwill amortization from Ball's and Schmalbach–Lubeca Beverage Cans' historical earnings to reflect the adoption of Statement of Financial Accounting Standards No. 142 retroactive to January 1, 2001, and the amortization of other identified intangible assets over a period of 7.3 years. Ball and Schmalbach did not amortize goodwill in the nine months ended September 29, 2002.

(c)

Represents the change in depreciation resulting from the step-up of plant and equipment to their respective fair values, as required by Statement of Financial Accounting Standards No. 141, as well as changing the historical useful lives of the plant and equipment to their estimated remaining useful lives. Plant and equipment are being depreciated over periods from two to 25 years.

(d)

Represents the elimination of interest expense on Schmalbach debt not assumed by Ball Corporation. Ball Corporation is assuming approximately $15.6 million in loans, $3.1 million in capital leases and an amount up to $27.9 million under the accounts receivable securitization program.

(e)

Interest expense for the year ended December 31, 2001, was adjusted to reflect the following borrowings:

A change in interest rates of ¹/8% would have increased or decreased interest expense by approximately $1.5 million.

37

Interest expense for the nine months ended September 29, 2002, was adjusted to reflect the following borrowings:

A change in interest rates of ¹/8% would have increased or decreased interest expense by approximately $0.9 million.

(f)

Income tax expense was adjusted to reflect an effective tax rate of 35% on the pro forma adjustments, which is the expected effective tax rate for Ball.

38

Unaudited Pro Forma Condensed Combined Balance Sheet
September 29, 2002
(dollars in millions)

(1)

Reconciliation of IAS to US GAAP is included on page 44.

(2)

Footnote explanations of pro forma adjustments are included on page 40.

39

NOTES TO UNAUDITED PRO FORMA CONDENSED
BALANCE SHEET

(dollars in millions)

(a)

Represents the elimination of cash and debt balances that will not be purchased or assumed by Ball, as provided in the purchase agreement.

(b)

Represents the elimination of balances related to a minority investment Schmalbach has in Impress, a food can manufacturer, that will not be purchased by Ball, as provided for in the purchase agreement.

(c)

Represents the adjustment from the Schmalbach–Lubeca Beverage Cans historical financial statement balances related to allocated assets and liabilities that are being purchased and assumed by Ball.

(d)

Inventory was adjusted to record the fair market value as of the acquisition date.

(e)

Fixed assets were adjusted to eliminate the existing fixed assets from the Schmalbach–Lubeca Beverage Cans historical financial statements and record the fair market value as of the acquisition date.

(f)

These amounts reflect the preliminary estimates of the adjustments necessary to record the Schmalbach assets acquired and liabilities assumed at their respective fair values. The total purchase price was determined and allocated as follows:

Tangible assets includes a step-up for fixed assets of $26.4 million in addition to the step-up of fixed assets of approximately $105 million that occurred in Schmalbach–Lubeca Beverage Cans' historical financial statements in August 2000, as well as an inventory step-up of $8.1 million. Other intangible assets include an increase in the fair value, previously valued at August 2000, for a customer-based intangible asset from $21.4 million to $52.1 million and $28.1 million of acquisition financing costs.

(g)

Goodwill was adjusted to eliminate the existing goodwill from the Schmalbach–Lubeca Beverage Cans historical financial statements.

(h)

Other assets were adjusted to reflect the capitalization of (i) $28.1 million of financing costs that will be amortized over the life of the new notes and the new credit facilities and (ii) the allocation of $30.7 million of additional intangible assets related to a customer-based intangible asset that will be amortized over an estimated life of 7.3 years.

(i)

Other assets were adjusted by $5.6 million to reflect the nonrecurring cost of writing off, effective at closing, the remaining capitalized finance costs related to the refinanced debt.

(j)

Long-term debt was adjusted to reflect: (i) gross proceeds of $300 million from the issuance of the new notes and net additional borrowings of $625.3 million under the new credit facilities and (ii) the reclassification of $27.5 million of short-term debt to long-term debt.

(k)

The adjustment reflects the elimination of the former owner's equity of Schmalbach.

40

RECONCILIATION OF IAS TO US GAAP
OF SCHMALBACH–LUBECA BEVERAGE CANS UNAUDITED STATEMENTS OF EARNINGS

        The following table reconciles from IAS to US GAAP the Schmalbach–Lubeca Beverage Cans combined statement of earnings for the year ended December 31, 2001. The amounts have been translated at an average daily closing rate for the period of $0.89671 to €1.00.

Unaudited Pro Forma Condensed Combined Statement of Earnings
Year ended December 31, 2001
(in millions)