-----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, CbZzuegN4+EIkT5f1aGbv3bO73vAR79AfeUURgBCiVMxmUjODuFP3aFlXO0mR5Kk sgsiocpel4CtQbp/61u0PQ== /in/edgar/work/20000816/0000899140-00-000371/0000899140-00-000371.txt : 20000922 0000899140-00-000371.hdr.sgml : 20000922 ACCESSION NUMBER: 0000899140-00-000371 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000816 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: 703858 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. 4 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 4) 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 August 15, 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 5 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 0 --------- ------------------------------------------------ 9 SOLE DISPOSITIVE POWER 575,700 --------- ------------------------------------------------ 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 5 This Amendment No. 4 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. 3 to the Schedule 13D, dated July 27, 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. 4 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. 4 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 5 In light of the Company's apparent lack of progress to enhance shareholder value and lack of response of the Board to earlier proposals made by the Reporting Person, by letter dated August 15, 2000, Mr. Franklin requested Thomas Clark, President of the Company, to call a special meeting of shareholders to vote upon a resolution directing the Board to, in the best interests of the shareholders, pursue a sale process of the Company. A copy of the letter setting forth the Reporting Person's offer is filed as Exhibit C 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 C Letter, dated August 15, 2000. 4 of 5 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: August 15, 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 5 EX-99.B 2 0002.txt LETTER August 15, 2000 Mr. Thomas B. Clark Alltrista Corporation 5875 Castle Creek Parkway, North Drive Suite 440 Indianapolis, Indiana 46250 Dear Tom: As you are aware, Marlin Partners II, L.P., presented the Board of Directors of Alltrista Corporation (the "Company") with a specific proposal that would benefit all shareholders on May 12, 2000. Although we have received no response, we were pleased to participate in a wider bidding process when the Company on May 26, 2000, hired Bear Stearns to explore strategic options. In view of the fact that no sale process has been commenced subsequent to the engagement of Bear Stearns, we submitted a revised proposal to the Company on July 28, 2000. To date, we have received no response to either proposal. As we have discussed, it is widely recognized that the vast majority shareholders believe that due to the Company's disappointing recent operating results, short, medium and long-term market performance compared to all relevant indexes and lack of liquidity of its stock, it would be in the shareholders' best interests to maximize shareholder value as soon as possible. It is now over three months since our first proposal was made. As all of your shareholders are aware, time is money. The obvious procrastination of the Board of Directors is to the direct detriment of serving the shareholders' best interests and directly opposed to the views of your largest institutional shareholders. Therefore, we request you, as President of Alltrista, pursuant to authority under Article Two, Section B of the Company's Bylaws, to call a special meeting of shareholders (the "Special Meeting") to vote upon the following resolution: Alltrista Corporation August 15, 2000 Page 2 RESOLVED: The shareholders believe that, in the best interests of the shareholders, the Company be sold and thereby directs the Board of Directors to proceed promptly to initiate a publicly announced sale process of the Company, to solicit the highest and best offer for the Company. In various statements to me you have clearly indicated that you are willing to do what is in the best interests of the shareholders. In our recent conversations you have identified your directors as the reason for the lack of progress on the sale process. Now you have an opportunity to show your shareholders, a handful of whom own the vast majority of shares outstanding, that you are acting in the interests of the Company's shareholders. If your statements to me and the other shareholders are true, it is imperative that you call the Special Meeting so that your shareholders can express their sentiments to the outside directors. We urge you to send a notice of such Special Meeting as soon as possible, but no later than August 31, 2000. In the absence of the relevant provision under the Company's Articles or Bylaws, Indiana Business Corporation Law provides that notice of a special shareholders' meeting should be no fewer than ten (10) days and not more than sixty (60) days before the meeting date. Judging by this requirement, the Company should be able to hold such a Special Meeting by early September, 2000. We look forward to receiving a notice of a Special Meeting from you shortly. Yours sincerely, /s/ Martin E. Franklin Martin E. Franklin cc: Stuart Taylor (Bear Stearns) -----END PRIVACY-ENHANCED MESSAGE-----