8-K

 
                     SECURITIES AND EXCHANGE COMMISSION 
                          Washington, D. C.  20549 
 
 
                                  Form 8-K 
 
 
                               CURRENT REPORT 
 
                          Pursuant to Section 13 of 
                     the Securities Exchange Act of 1934 
 
 
      Date of Report (Date of earliest event reported) April 30, 1998
 
                            Owens-Illinois, Inc. 
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           (Exact name of registrant as specified in its charter) 
 
 
      Delaware                     1-9576                 22-2781933 
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   (State or other               (Commission             (IRS Employer 
   jurisdiction of                File No.)          Identification No.) 
   incorporation) 
 
 
      One SeaGate, Toledo, Ohio                              43666 
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   (Address of principal executive offices)               (Zip code) 

      Registrants' telephone number, 
        including area code:                             419-247-5000




















 
Item 2. Acquisition or Disposition of Assets.

On April 30, 1998, Owens-Illinois, Inc. (the "Company") completed the
previously announced acquisition of the worldwide glass and plastics packaging
businesses of BTR plc.  The businesses acquired from BTR include ACI Glass
Packaging, which has been one of the Company's technical assistance licensees
for over 30 years, and Continental PET Technologies, a leading supplier of
polyethylene terephthalate hot fill food and drink containers.  The Company
acquired these businesses by purchasing the stock of several BTR subsidiaries
and by repaying or assuming indebtedness of certain of the subsidiaries
pursuant to the Share Disposition Agreement dated March 1, 1998, among BTR plc,
Owens-Illinois, Inc. and the Other Parties Named Therein.  A copy of the
Company's April 30, 1998, press release announcing the completion of the
acquisition is filed herewith as Exhibit 99.1 and is incorporated herein by
reference.

The total purchase price of approximately $3.6 billion cash was determined
through arm's length negotiations between BTR and the Company.  The Share
Disposition Agreement was filed as an exhibit to the Company's Current Report
on Form 8-K dated April 16, 1998, and is incorporated herein by reference. 
Financing for the acquisition was provided by borrowings under the Company's
Second Amended and Restated Credit Agreement entered into on April 30, 1998. 
Lenders under the Agreement include four Agent Banks (Bankers Trust Company,
Bank of America National Trust and Savings Association, The Bank of Nova
Scotia and NationsBank, N.A.) and 64 other banks.
 
Item 7.  Financial Statements and Exhibits.

*(a)  Financial statements of business acquired.

      Audited combined financial statements of BTR Packaging (as defined in
      Note 1 to the financial statements) for the years ended December 31,
      1995, 1996 and 1997.

      - Report of Independent Auditors - Ernst & Young
      - Combined Profit and Loss Statements
      - Combined Balance Sheets
      - Combined Statements of Cash Flows
      - Notes to and Forming Part of the Combined Financial Statements

*(b)  Unaudited pro forma financial information.

      - Pro Forma Condensed Consolidated Balance Sheet at December 31, 1997
      - Pro Forma Condensed Consolidated Statement of Results of Operations
        for the year ended December 31, 1997
      - Notes to Pro Forma Condensed Consolidated Financial Statements

 (c)  Exhibits.

     * 2.1 - Share Disposition Agreement dated as of 1 March 1998.
      99.1 - Owens-Illinois, Inc. press release dated April 30, 1998.

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      * - Previously filed under the Company's Current Report on Form 8-K
          dated April 16, 1998.

                                SIGNATURES

      Pursuant to the requirements of the Securites Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.

 
 
                                   OWENS-ILLINOIS, INC. 
 
                                   By   /s/  Lee A. Wesselmann
                                        ---------------------------
                                            Lee A. Wesselmann
                                        Senior Vice President and 
                                         Chief Financial Officer 
                                       (Principal Financial Officer) 
 
 
 
Dated:   May 5, 1998





































 
                                EXHIBIT INDEX 
 
 
Exhibit 
Number                             Exhibit
 
99.1        Owens-Illinois press release dated
            April 30, 1998 

EX-99.1

                                                                 Exhibit 99.1

              OWENS-ILLINOIS COMPLETES ACQUISITION OF BTR PACKAGING

     Toledo, Ohio, April 30, 1998 -- Owens-Illinois, Inc., (NYSE:  OI) 
announced that it completed today its $3.6 billion acquisition of the 
worldwide glass and plastics packaging businesses of BTR plc.

     Joseph H. Lemieux, Owens-Illinois chairman and chief executive officer, 
said, "This is a major step in our strategy to expand our global glass and 
plastics packaging businesses, maintain our leadership in technology, and 
continue supporting the global growth strategies of our major customers."

    The businesses acquired from BTR consist of ACI Glass Packaging, the only 
glass container manufacturer in Australia and New Zealand, with additional 
operations in China and Indonesia, and Continental PET Technologies (CPT), a 
leading supplier of polyethylene terephthalate (PET) hot fill food and drink 
containers, based in the United States with additional operations in eight 
foreign countries.

    As announced previously, Owens-Illinois has committed to sell BTR's glass 
container operations in the United Kingdom, as required by the Commission of 
the European Communities.  Pending such sale, the management and operation of 
that business will be maintained separately from other Owens-Illinois 
operations.

    Excluding the glass container operations in the United Kingdom, the glass 
and plastics packaging operations acquired from BTR include 43 manufacturing 
facilities in 11 countries, with 1997 sales of approximately US$1.2 billion.  
Including these new operations, Owens-Illinois now has 144 manufacturing 
facilities in 24 countries with 1997 pro forma sales of approximately $5.9 
billion.  In 1997, O-I reported net sales of $4.7 billion.

    Mr. Lemieux said, "We are pleased to welcome ACI and CPT as the newest 
members of the Owens-Illinois family.  Both have cultures that are very 
similar to ours, with strong emphasis on quality and service, leadership in 
technology, and cost control.  In addition to being very well managed 
businesses in their own right, each provides an excellent strategic fit with 
our existing operations.  ACI has excellent operations in established markets 
and provides a base from which to pursue growth opportunities in the Asia 
Pacific region.  CPT complements our already strong plastics packaging 
capabilities and will enhance our position as a leading producer of plastics
packaging."

    Owens-Illinois is now the largest manufacturer of glass containers in 
North America, South America, Australia, New Zealand, and India, and the 
second-largest in Europe.  O-I also is a worldwide manufacturer of plastics 
packaging with operations in North America, South America, Australia, Europe,
and Asia.  Plastics packaging products manufactured by O-I include containers, 
closures, prescription containers, labels, and multipack carriers for 
beverage bottles.

CONTACT:  Owens-Illinois, John Hoff, 419-247-1203