-----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, WjkIN1n1hE5bHITH63vRN4ZmMO6e2e3FrZ6qURaTpV/4/X80HHEH3X/o+scxx8VH JeoXbdVjit1aRbTt+QxTig== /in/edgar/work/0000899140-00-000426/0000899140-00-000426.txt : 20001012 0000899140-00-000426.hdr.sgml : 20001012 ACCESSION NUMBER: 0000899140-00-000426 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20001011 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: 738540 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. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5) 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 October 10, 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 NUMBER OF SHARES 0 BENEFICIALLY OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 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. 5 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. 4 to the Schedule 13D, dated August 15, 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. 5 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. 5 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 By letter dated October 10, 2000, Mr. Franklin requested Thomas Clark, President of the Company, to (i) respond to questions outlined in Exhibits A, B and C to this Schedule 13D, (ii) explain what strategic options are being reviewed by the Board, (iii) invite a representative of the Reporting Person (second largest shareholder of the Company) to join the Board of the Company, and (iv) rescind or amend the Company's "poison pill". A copy of the letter setting forth the Reporting Person's requests is filed as Exhibit D 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 D Letter, dated October 10, 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: October 10, 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.D 2 0002.txt LETTER October 10, 2000 Mr. Thomas B. Clark Alltrista Corporation 5875 Castle Creek Parkway, North Drive Indianapolis, Indiana 46250-4330 Dear Tom: Following our recent telephone conversations and your unexpected announcement this morning of a further reduction in forecast 2000 earnings, we hereby request answers to the following four questions. 1) Marlin Partners II, LP has sent three letters dated May 12, 2000, July 27, 2000 and August 15, 2000 to you and the board of Alltrista and has received no response to any of the requests or suggestions in the letters. We reiterate the request that we be allowed to commence due diligence with a view to making an unconditional offer to purchase the company. We would like to receive a formal answer to the other questions contained in our letters. 2) You informed us on Friday that you had visited or contacted all the members of the board of directors last week and that they were unanimously in favor of continuing with the process you started with Bear Stearns back in May of this year. During the conference call on July 26, 2000 you said in response to a question on when the Bear Stearns Information Memorandum would be available and the process would start ... "Well, it's on hold". You then went on to state that your review of the plastics business over "the next couple of weeks" would "sort of set the timing and direction [of the process]". We think it is crucial that you make clear to the market what a review of strategic options encompasses, particularly as it pertains to a sale of Alltrista, despite Alltrista's recent poor operating performance. 3) As your second largest shareholder we feel that we could contribute significantly to the creation of shareholder value at Alltrista as a director of the company. We believe the appointment of a representative from Marlin would go along way to assuage investors' fears that the shareholders are being ignored by management and the board. We believe this appointment would be favorably received by the vast majority of Alltrista shareholders. We hereby formally request an invitation to join the board of directors of Alltrista. Mr. Thomas B. Clark October 10, 2000 Page 2 4) Alltrista's share price is now under most of the shareholders' cost basis. We request that the board of directors immediately resind or amend the company's "poison pill" in order to allow shareholders the opportunity to average down. Tom, I know this is a difficult time for Alltrista, but feel that you should be looking for support, not confrontation, with your shareholders. I hope that you will ensure that we receive a timely response to the questions and requests outlined in this letter. Yours sincerely, /s/ Martin E. Franklin Martin E. Franklin -----END PRIVACY-ENHANCED MESSAGE-----