-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, CwcGy58oJapC+OGl9jLjyi1AsgypnuHW/AIfXrXnGt/7dLAzznxz/s352fOMq3oS 345grKNrWO+p0l40xQlqQg== 0000899140-00-000224.txt : 20000515 0000899140-00-000224.hdr.sgml : 20000515 ACCESSION NUMBER: 0000899140-00-000224 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000512 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351828377 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45375 FILM NUMBER: 628145 BUSINESS ADDRESS: STREET 1: 5875 CASTLE CREEK PARKWAY, NORTH DRIVE STREET 2: SUITE 440 CITY: INDIANAPOLIS STATE: IN ZIP: 46250-4330 BUSINESS PHONE: 3175775000 MAIL ADDRESS: STREET 1: 5875 CASTLE CREEK PARKWAY, NORTH DRIVE STREET 2: SUITE 440 CITY: INDIANAPOLIS STATE: IN ZIP: 46250-4330 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MARLIN PARTNERS II LP CENTRAL INDEX KEY: 0001102742 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVENUE STREET 2: SUITE B 302 CITY: RYE STATE: NY ZIP: 10580 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVENUE STREET 2: SUITE B 302 CITY: RYE STATE: NY ZIP: 10580 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ALLTRISTA CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, no par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 020040101 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Marlin Partners II, L.P. Attn: Martin Franklin 555 Theodore Fremd Avenue, Suite B-302, Rye, NY 10580 (914)967-9400 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: William J. Grant Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 (212) 728-8000 May 12, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following: [ ] SCHEDULE 13D - ------------------- ----------------- CUSIP No. 020040101 Page 2 of 7 Pages - ------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marlin Partners II, L.P. - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 573,700 --------- ------------------------------------------------ NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY OWNED BY EACH REPORTING 0 PERSON WITH --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 573,700 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 573,700 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.11% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - ----------- -------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION. This Amendment No. 1 to Schedule 13D relates to shares of common stock, no par value (the "Common Stock"), of Alltrista Corporation, an Indiana corporation (the "Company"), and is being filed pursuant to Rule 13d-2 under the Securities and Exchange Act of 1934, as amended. This Amendment No. 1 amends the initial statement on Schedule 13D of the Reporting Person dated January 5, 2000 (the "Initial Statement"). The address of the principal executive offices of the Company is 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana 46250. This Amendment No. 1 is being filed by the Reporting Person to report (i) a change in the number of shares of the Reporting Person since the date of the Initial Statement, and (ii) to report a change in the purpose for which the Reporting Person holds the Common Stock. Capitalized terms used herein and not otherwise defined herein shall have the meanings given to them in the Initial Statement. The Initial Statement is supplementally amended as set forth herein. Item 4. Purpose of Transaction. The Reporting Person acquired for investment purposes all of the Common Stock reported herein as being beneficially owned by it. The Reporting Person has become frustrated with what it perceives as the lack of progress by the Board of Directors of the Company (the "Board") in enhancing value of the Company's shareholders, and delays by the Board in implementing an effective plan have caused the Reporting Person to question the resolve of the Board about enhancing shareholder value. From time to time, the Reporting Person has discussed with management the Reporting Person's suggestions for enhancing value. By letter dated March 15, 2000, Mr. Franklin requested the Board to take action to maximize shareholder value via a privatization of the Company, or in the alternative, to pursue other strategic alternatives to increase shareholder value. On May 12, 2000, the Reporting Person presented a proposal to the Board to lead a privatization of the Company at a value of $30 per share. A copy of the letter setting forth the Reporting Person's proposal is filed as Exhibit A to this Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) On the date of this Amendment No. 1, Marlin II beneficially owns and has sole voting and dispositive power of 573,700 shares of Common Stock, representing 9.11% of the issued and outstanding shares of Common Stock. The foregoing percentage calculations are based on 6,305,816 shares of Common Stock outstanding at March 17, 2000 as reported on the Company's Quarterly report on Form 10-Q for the quarter ended March 31, 2000. To the best of the Reporting Person's knowledge, none of the other persons names in Item 2 above own any interests in the shares of Common Stock. (b) The number of shares of Common Stock with respect to which Marlin II (i) has sole voting power, (ii) share voting power, (iii) has sole dispositive power, (iv) share dispositive power, are listed in the responses to Items 7, 8, 9 and 10, respectively, on the cover pages filed herewith, and such responses are incorporated by reference herein. (c) Except as described in Schedule A hereto, neither Marlin II nor any party referred to above, has acquired or disposed of, or entered into any other transaction with respect to, any shares of Common Stock during the past 60 days. (d) None. (e) Not applicable Item 7. Material to be Filed as Exhibits. EXHIBIT A Proposal dated May 12, 2000. SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct. Dated: May 12, 2000 MARLIN PARTNERS II, L.P. By: Marlin Management, L.L.C., its General Partner By: /s/ Martin Franklin ------------------------------ Name: Martin Franklin Title: Managing Member SCHEDULE A Recent Transactions in the Common Stock of Alltrista Corporation
Average Price Date of Transaction Nature of Transaction Number of Shares Per Share - ------------------- --------------------- ---------------- --------- 4/28/2000 Purchase 26,000 $20.79 5/1/2000 Purchase 200 $21.44 5/2/2000 Purchase 3,800 $21.50 5/4/00 Purchase 1,300 $21.50 5/5/00 Purchase 7,700 $21.50 5/8/00 Purchase 1,400 $21.50 5/10/00 Purchase 10,000 $21.50
EX-99.A 2 PROPOSAL May 12, 2000 Alltrista Corporation 5875 Castle Creek Parkway, North Drive Indianapolis, IN 46250 Dear Members of the Board of Directors: Following our letter to you dated March 15, 2000 (a copy of which is attached) we have yet to see any tangible signs of progress towards creating shareholder value at Alltrista. In fact, the full year 2000 forecast presented by Tom Clark on the March investor conference call is already at risk due to a disappointing first quarter performance at recently acquired Triangle Plastics. Even worse, the Company's retired Chairman was selling Alltrista stock prior to the most recent earnings release, exacerbating the pitifully low insider ownership at the Board level to where non-executive directors now collectively own outright only 2,600 shares, or 0.04% of the Company. In our previous letter, we expressed our belief that the best way of maximizing shareholder value after a dismal five years of lackluster performance is to take the company private. After multiple conversations with Tom Clark and Kevin Bower and two visits to the company's headquarters, we are pleased with the enthusiasm and candor with which both executives have professed their support for the idea of exploring a privatization. Like the vast majority of shareholders, they too have found the experience of public stagnation unrewarding and a drag on recruitment, incentive and acquisition opportunity. In light of the above, we are perplexed that the Board has not taken the initiative to create value through privatization as the best strategic alternative for the company. Accordingly, Marlin Partners II, L.P. has elected to put forward a proposal to the Board of Directors to lead a privatization of the company at a value of $30 per share, nearly a 40% premium to the market price as of the close of business yesterday. As previously stated, we have no interest in launching a "hostile" bid, but believe that our proposal will meet with overwhelming shareholder support. Furthermore, we believe that under a privatized structure, management will become true partners in the ownership of Alltrista. We have retained the services of Banc of America Securities LLC ("B of A") to advise us on the transaction. Based on the publicly available information, we have been advised by B of A that financing for our transaction should be obtainable in the current climate. May 12, 2000 Page Two The attached letter, which we present for signature and approval, outlines the key terms of our all cash proposal. As owners of over 9% of Alltrista we are keenly aware of the obligation to maximize shareholder value. Whether the creation of shareholder value occurs through our proposed transaction or a superior strategic alternative preferred by the Board, the time for action is now. Yours sincerely, /s/ Martin E. Franklin Martin E. Franklin March 15, 2000 Mr. Thomas B. Clark President & CEO Alltrista Corporation 5875 Castle Creek Parkway Suite 440 Indianapolis, IN 46250-4330 Dear Tom: As you know, our firm has followed Alltrista's progress very closely for almost two years. We have been impressed with the strategic decisions you have made to divest many of the non-performing assets of the portfolio you inherited from Ball Corporation, and your efforts to enhance shareholder returns through share repurchases and strategic acquisitions. Over the past five years, however, Alltrista shares have traded between a low of $18 and a high of $33. During this period, despite growth in revenue, cash flow and earnings, Alltrista's performance for shareholders has trailed every relevant index, whether it be the Dow Jones Industrials, S&P 500, Russel 2000 or the industrial diversified index. The sparse research coverage enjoyed historically by Alltrista is now non-existent, leaving investors with no independent measure of growth prospects or valuation expectations. Furthermore, as a result of this lack of independent analysis of future performance, you have been forced to provide investors with your expectations for 2000 earnings; and, although this forecast represents an increase of about 14%, it elicited no positive reaction from Wall Street. Perhaps most disturbingly from a shareholder returns perspective, directors and officers own an embarrassingly small amount of stock. Despite the extremely low valuation applied to the company in the market, not one director or officer has made a single disclosed purchase of shares over the period in which we saw fit to invest $11.5 million in share purchases. In operating terms, what are the consequences of the company's stagnant stock position? You are unable to motivate and build wealth for employees through the stock option plan; as a result, you cannot attract new, higher caliber talent, because the capital appreciation opportunity is poor relative to other employment opportunities. Equally frustrating, you have no equity currently to pursue accretive acquisitions, a key reason to be a public company. Your shareholders, the owners of the business you run, are increasingly frustrated with the extraordinarily poor performance of Alltrista's common stock over the short, medium and long term. It is well known, and has been quoted in press articles, that prior to the company's acquisition of Triangle Plastics, large shareholders were urging the company to consider a privatization or significant share repurchase. In the year since the acquisition, shareholders have seen no returns from the investment and results for the fourth quarter of 1999 were adversely affected by performance of the Plastics operations that you have recognized as being below expectations. The "Alltrista Story" with three separate businesses, is a complicated one. In an environment where you have no analyst research, a small stock float, low capitalization a mature business and a complex corporate story, you are in danger of being at a dead end as far as shareholder returns are concerned. With all of the above in mind, we believe the best interests of the shareholders would be served by first recognizing that for over five years, asset redeployment and operating results have done little for shareholders. As a result, we believe the time has arrived, and is in fact overdue, for the board to retain an independent advisor to seek alternative paths to maximize shareholder value. Specifically, we believe that the diversified nature of Alltrista does not support the likelihood of a strategic industrial buyer bidding for the company. We believe the best alternative is for the company's management to orchestrate a privatization of Alltrista or to look for another interested party to take the company private. Based on managements' own stated forecasts and historical performance, a purchase multiple of as low as 5.5 x 2000 EBITDA would result in proceeds to shareholders of $33 per share, a 44.7% premium over yesterday's close. Furthermore, if you were to pursue equity capital for such a proposal, Marlin Partners II, LP would be delighted to assist, lead, or participate as an investor in such an undertaking, if invited by management. If, however, management elects to pursue equity capital independent of Marlin or its affiliates, Marlin would nevertheless support management's proposal at the previously described valuation. I firmly believe such a proposal would be met with the overwhelming support of your shareholders. Finally, it is important to emphasize that this is not a short term fix to a short term problem. The company's lack of value recognition on Wall Street has lasted for over five years. Other companies in Altrista's predicament have taken action and privatized. There is no market shift to value on the horizon nor is there any projected by the investment community. I would appreciate your providing a copy of this letter to each of your directors. Hopefully, it is their recognition of the fact that shareholder interests have been disregarded long enough, that should spur the board into action. I would be available to meet in person or by telephone with any director that wishes to explore further our comments or suggestions. Kind regards. Yours sincerely, /s/ Martin E. Franklin Martin E. Franklin May 12, 2000 Mr. Thomas B. Clark Chairman, President & Chief Executive Officer Alltrista Corporation 5875 Castle Creek Parkway, North Drive Indianapolis, IN 46250 Letter Agreement ---------------- Dear Mr. Clark: The following letter agreement is presented to you with the understanding that the only obligation is for both parties to carry out discussions in good faith. We believe it is important for the management of Alltrista to participate in this proposal and it is a condition of our proposal that management support the transaction. 1) Consideration. Based on the available public information and our discussions with management, the consideration per share payable for each share of common stock of Alltrista acquired in the acquisition would be $30 per share payable in cash at the closing (the "Consideration"). Whether the Consideration can be higher than this will depend on the outcome of our due diligence review of non-public information on the Company. The transaction would be structured as a tender offer with a back-end merger. 2) Due Diligence Investigation. From the date this letter is executed through a date forty-five days thereafter (the "Due Diligence Period") your management team will work with representatives of Marlin Partners II, L.P. and its associates ("Marlin") and Banc of America Securities LLC in conducting our due diligence investigation. During the Due Diligence Period, the Company will permit Marlin and its representatives to have access during business hours to the Company's premises, books and records, and key management employees. The purpose of the Due Diligence Period is to build an accurate financial model with management to ascertain whether there is any room to increase the Consideration and to confirm that the business prospects are consistent with the publicly available information. 3) Exclusivity Period. During the Due Diligence Period, Marlin and its partners will be committing considerable time and expense to completing the work necessary to sign a definitive agreement. As an incentive to Marlin to spend the time and resources on this investment opportunity, the Company hereby agrees that during the Due Diligence period it shall refrain from soliciting any offers from third parties for the acquisition of all or any part of the assets, securities or business of the Company. Letter Agreement May 12, 2000 Page Two Notwithstanding the foregoing, in the event that the Company receives an unsolicited inquiry from a third party regarding the purchase of the Company, the Company may respond to such inquiry consistent with its fiduciary duty, provided that the Company informs Marlin of the receipt and nature (including all substantive terms of any such proposal) of such unsolicited inquiry. 4) Confidentiality. Marlin will agree to enter into a Confidentiality Agreement that will prohibit disclosure of information provided by the Company as part of the due diligence Investigation. Marlin will agree to a Standstill Agreement that will prohibit Marlin from acquiring additional Alltrista common stock during the Due Diligence Period. Marlin will not be restricted under these agreements from making an offer to acquire Alltrista or a lock-up agreement beyond the Due Diligence Period. Notwithstanding this paragraph 5, the parties may disclose information as may be required by law. 5) Termination. In the event that a definitive acquisition agreement has not been entered into by the end of the Due Diligence Period, either party may terminate this letter agreement without liability to the other party. If the foregoing terms and conditions are acceptable, please sign where indicated below. We very much look forward to working with you and your team on this transaction and are confident that not only can we create significant short term shareholder value, but also create the right environment within which the Company can flourish in the future. Yours sincerely, /s/ Martin E. Franklin Martin E. Franklin Marlin Partners II, L.P. Agreed: - ----------------------------- Thomas B. Clark Chairman, President & Chief Executive Officer Alltrista Corporation -----END PRIVACY-ENHANCED MESSAGE-----