SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13G
(Rule 13d-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
RULES 13d-1(b)(c), AND (d)
AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(b)
(AMENDMENT NO. 3)*
Owens-Illinois, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, 0.01 Par Value
--------------------------------------------------------------------------------
(Title of Class of Securities)
69076840A
--------------------------------------------------------------------------------
(CUSIP Number)
12/31/04
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this schedule
is filed:
/X/ Rule 13d-i(b)
/ / Rule 13d-i(c)
/ / Rule 13d-i(d)
------------------------
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act.
(Continued on following page(s))
Page 1 of 4 Pages
CUSIP NO. 69076840A 13G PAGE 2 OF 4 PAGES
--------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Massachusetts Financial Services Company ("MFS")
I.R.S. Identification No.: 04-2747644
--------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / / (b) / /
--------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
--------------------------------------------------------------------------------
NUMBER OF 5 SOLE VOTING POWER
SHARES 16,476,786 Shares of Common Stock**
BENEFICIALLY
--------------------------------------------------------------------------------
OWNED BY 6 SHARED VOTING POWER
EACH
--------------------------------------------------------------------------------
REPORTING 7 SOLE DISPOSITIVE POWER
PERSON 17,078,676 Shares of Common Stock**
WITH
--------------------------------------------------------------------------------
8 SHARED DISPOSITIVE POWER
--------------------------------------------------------------------------------
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
17,078,676** shares of common stock of which shares are also beneficially
owned by certain other non-reporting entities as well as MFS.
--------------------------------------------------------------------------------
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* / /
--------------------------------------------------------------------------------
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
11.36%
--------------------------------------------------------------------------------
12 TYPE OF REPORTING PERSON*
IA
--------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
** These shares of common stock include 142,365 of common stock which may be
acquired through conversion of convertible bonds.
SCHEDULE 13G PAGE 3 OF 4 PAGES
ITEM 1: (a) NAME OF ISSUER:
SEE COVER PAGE
(b) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
One SeaGate
Toledo, OH 43666
ITEM 2: (a) NAME OF PERSON FILING:
see item 1 on page 1
(b) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE:
500 Boylston Street
Boston, MA 02116
(c) CITIZENSHIP:
See Item 4 on page 2
(d) TITLE OF CLASS OF SECURITIES:
SEE COVER PAGE
(e) CUSIP NUMBER:
SEE COVER PAGE
ITEM 3: See Item 12 on page 2
ITEM 4: (a) AMOUNT BENEFICIALLY OWNED:
See Item 9 on page 2
(b) PERCENT OF CLASS:
See Item 11 on page 2
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS VOTING AND
DISPOSITIVE POWERS:
See Items 5 and 7 on page 2
SCHEDULE 13G PAGE 4 OF 4 PAGES
ITEM 5: OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS:
Inapplicable
ITEM 6: OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON:
Inapplicable
ITEM 7: IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH
ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING
COMPANY:
Inapplicable
ITEM 8: IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP:
Inapplicable
ITEM 9: NOTICE OF DISSOLUTION OF GROUP:
Inapplicable
ITEM 10: CERTIFICATION:
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were acquired and are held in the
ordinary course of business and were not acquired and are not held for the
purpose of and do not have the effect of changing or influencing the control of
the issuer of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having such purpose or
effect.
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
Date: January 10, 2005
Massachusetts Financial Services Company
By: /s/ Mitchell C. Freestone
Mitchell C. Freestone
Vice President and Senior Counsel