-----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, AReWV0Q6vinOlxe/DDi0ZdLJJVo6stvpoU4LZYomvFqzPT5OZEEynXjvKyQsBXny Hs+rtKFhGpGr1fy8Ymmzfw== /in/edgar/work/20000728/0000899140-00-000347/0000899140-00-000347.txt : 20000921 0000899140-00-000347.hdr.sgml : 20000921 ACCESSION NUMBER: 0000899140-00-000347 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000728 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: [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: 680550 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 0001.txt AMENDMENT NO. 3 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 3) 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 E. 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, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 (212) 728-8000 July 27, 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 6 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 575,700 --------- ------------------------------------------------ 8 SHARED VOTING POWER NUMBER OF 0 SHARES BENEFICIALLY --------- ------------------------------------------------ OWNED BY 9 SOLE DISPOSITIVE POWER EACH REPORTING 575,700 PERSON WITH --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 0 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 575,700 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.13% - ----------- -------------------------------------------------------------------- 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. 2 of 6 This Amendment No. 3 to Schedule 13D is being filed by the Reporting Person solely to report a change in the purpose for which the Reporting Person holds shares of Common Stock (as defined herein), and is being filed pursuant to Rule 13d-2 under the Securities and Exchange Act of 1934, as amended. There has been no change in the number of shares of Common Stock held by the Reporting Person since the filing of Amendment No. 2 to the Schedule 13D, dated May 17, 2000. 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 1. Security and Issuer. This Amendment No. 3 to Schedule 13D relates to shares of Common Stock, no par value (the "Common Stock"), of Alltrista Corporation, an Indiana corporation (the "Company"). This Amendment No. 3 amends the initial statement (the "Initial Statement") on Schedule 13D dated January 5, 2000, as amended. The principal executive offices of the Company are located in 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana 46250. Item 4. Interest in Securities of the Issuer. Item 4 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: 3 of 6 On May 26, 2000, following the Reporting Person's proposal dated May 12, 2000, the Board announced that it would pursue strategic alternatives to enhance shareholder value and retained Bear Stearns to assist in that regard. From time to time, the Reporting Person has discussed with the management of the Company strategic alternatives to increase shareholder value. In light of the Company's apparent lack of progress to enhance shareholder value, by letter dated July 27, 2000, Mr. Franklin offered to perform a due diligence of the Company on a non-exclusive basis with a view to making an unconditional offer to purchase the Company within six weeks of commencing due diligence. A copy of the letter setting forth the Reporting Person's offer is filed as Exhibit B to this Schedule 13D. Item 7. Material to be Filed as Exhibits. Item 7 of Schedule 13D is hereby amended by adding the following paragraph to the end of such item: EXHIBIT B Letter, dated July 27, 2000. 4 of 6 SIGNATURES After reasonable inquiry and to the best of our knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: July 27, 2000 MARLIN PARTNERS II, L.P. By: Marlin Management, L.L.C., its General Partner By: /s/ Martin E. Franklin ------------------------------ Name: Martin E. Franklin Title: Managing Member 5 of 6 EX-99.B 2 0002.txt LETTER July 27, 2000 Mr. Thomas B. Clark Alltrista Corporation 5875 Castle Creek Parkway, North Drive Suite 440 Indianapolis, Indiana 46250 Dear Tom: Following Alltrista's earnings conference call yesterday, there are a number of observations and suggestions I would like to make. Obviously your earnings for the second quarter and your revised forecast for the year are extremely disappointing. During your 1999 year-end conference call in January you forecast EPS for fiscal 2000 of approximately $3.25 per share. In your most recent forecast this has been reduced to a base case projection of $2.00 per share, which equates to EBITDA of approximately $56 million, versus EBITDA of $67-68 million. The significant reduction appears to be primarily due to issues in your Plastics business, although the Metal business is also soft. Shortly after Marlin's conditional offer to acquire Alltrista for $30 per share, you announced on May 26, 2000 that the board of directors of Alltrista had retained Bear Stearns to advise the board on strategic options. Both Bear Sterns and you informed me that while Marlin would not be given an exclusive at this stage, we would be included in the "process". Our advisors, Banc of America Securities, were informed by Bear Stearns that Alltrista expected to have a book out before the end of July. Following shareholder reaction to the announcement of our conditional offer, and the conference call yesterday, it is clear that the majority of shareholders in Alltrista would like to see you pursue the "strategic options" on as expedited a basis as possible. Until the conference call yesterday the shareholders who have contacted me all seemed to believe this was happening. What we heard from you yesterday was that the "process" is on hold indefinitely, awaiting at a minimum the completion of management's review of the Plastics business, which will be completed by mid-August. This disturbs us greatly. The difficulties you described in the Plastics business do not appear to be so fundamental as to preclude a Buyer of the company from making an offer for Alltrista. Mr. Thomas B. Clark July 27, 2000 Page 2 The offer Marlin made in May was conditional on due diligence and being allowed to proceed on an exclusive basis. Despite the shortfall in EBITDA you announced yesterday, we believe that we can make an unconditional offer that would be extremely attractive to Alltrista's shareholders and would create more value for shareholders than maintaining the status quo of the last five years. To this end Marlin is willing to perform due diligence on a non-exclusive basis immediately with a view to making an unconditional offer to purchase Alltrista within six weeks of commencing due diligence. By allowing us to make an unconditioned offer, shareholders will be given a clear choice on strategic alternatives. There can be no downside to the company and its shareholders from allowing Marlin to have access to the information necessary to make a firm proposal. Tom, the short-term operating difficulties being experienced by Alltrista should not be allowed to cloud the strategic alternatives facing the company. Philosophically the strategic options have not changed. I urge you to continue the process you announced in May and allow Marlin to perform due diligence without further delay. Yours sincerely, /s/ Martin E. Franklin Martin E. Franklin cc: Stuart Taylor (Bear Stearns) -----END PRIVACY-ENHANCED MESSAGE-----