-----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, FF6VlxqHCc44AR/VsQUHvx1K02D/glHbIRRt15A45ZrhUuVvXfnUdEpEyBINIk7k GhfkPLmlm2kaarp69HUuEA== 0000899140-01-500117.txt : 20010628 0000899140-01-500117.hdr.sgml : 20010627 ACCESSION NUMBER: 0000899140-01-500117 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010626 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: 1668061 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 mp915584b.txt AMENDMENT NO. 9 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 9) 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: Michael A. Schwartz, Esq. Willkie Farr & Gallagher 787 Seventh Avenue New York, NY 10019 (212) 728-8000 June 22, 2001 - -------------------------------------------------------------------------------- (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 620,800 --------- ----------------------------------------------- NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 0 OWNED BY --------- ----------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 620,800 --------- ----------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ----------- ------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 620,800 - ----------- ------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.76% - ----------- -------------------------------------------------------------------- 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. 9 to Schedule 13D ("Amendment No. 9") relates to the common stock, no par value (the "Common Stock"), of Alltrista Corporation, an Indiana corporation (the "Company"). This Amendment No. 9 amends the Schedule 13D, as previously amended (the "Schedule 13D"), of Marlin Partners II, L.P. Capitalized terms used in this Amendment No. 9 but not otherwise defined have the meanings ascribed to them in the Schedule 13D. Item 4. Purpose of Transaction. On May 7, 2001, the Reporting Person (on behalf of a newly-formed company to be owned by the Reporting Person and certain other entities) and the Company signed a Letter of Intent, outlining the basis upon which the Reporting Person (on behalf of a newly-formed company to be owned by the Reporting Person and certain other entities) would be willing to proceed towards the acquisition of the Company at a cash price of $18 per share. Following the completion of its due diligence investigation of the Company, the Reporting Person discussed with management of the Company its findings and informed the Company that, as a result, it would not be willing to acquire the Company at a cash price of $18 per share. The Reporting Person expressed to the Company its continued willingness to work towards a transaction that would be beneficial to the Company's shareholders and suggested to the Board of Directors of the Company (the "Board") the following two alternative structures: (i) an acquisition of the Company at a cash price of $16 per share, contingent upon the sale of the Company's thermoforming division and (ii) an acquisition of the Company at a cash price of $13.50 per share plus 2.5 million registered shares of a company with minimal assets, liabilities and operations ("New Thermoforming") the shares of which are listed on the American Stock Exchange and which would purchase the Company's 3 of 7 thermoforming division for cash and shares of New Thermoforming. On June 22, 2001, the Company, the Reporting Person and two representatives of the Reporting Person, Messrs. Franklin and Ashken, entered into an Agreement (the "Termination Agreement"), which is attached hereto as Exhibit A, pursuant to which the Company and the Reporting Person agreed (i) to terminate their respective efforts to effect a proposed acquisition of the Company by a newly-formed company owned by the Reporting Person and certain other entities at a cash price of $18 per share and (ii) that the Letter of Intent is terminated, except for the expense reimbursement provisions of paragraph 5 thereof. On June 25, 2001, the Company issued a press release, which is attached hereto as Exhibit B, stating, among other things, that (i) the Reporting Person had withdrawn its offer to acquire the Company at a cash price of $18 per share, (ii) the Company and the Reporting Person have been in active discussions regarding alternative proposals, each conditional on a number of factors, including the possible sale of the Company's thermoforming operations at a minimum price, coincident with the closing of the Reporting Person's proposed acquisition of the Company, (iii) due to certain contingencies contained in these proposals, the Board was unable to accept either of these alternative proposals, (iv) the Board is committed to continuing to explore strategic options that would maximize shareholder value, including working with the Reporting Person on a fully-financed, unconditional offer and (v) the Board has determined that it is the best interest of the Company to invite Mr. Martin E. Franklin and Mr. Ian G.H. Ashken to join the Board. Pursuant to the terms of the Termination Agreement, the Company agreed to enlarge its Board to nine persons and to name Messrs. Franklin and Ashken to serve, effective immediately, as a Class I Director and Class II Director, respectively. Mr. Ashken will be included with the 4 of 7 other two Class II Directors (Mr. Richard L. Molen and Ms. Lynda W. Popwell) up for reelection at the 2001 Annual Meeting of Shareholders of the Company (the "2001 Annual Meeting"). The Company further agreed in the Termination Agreement to use its best efforts to hold the 2001 Annual Meeting no later than July 31, 2001. The Reporting Person and its affiliates agreed in the Termination Agreement (i) to withdraw the nominations of Messrs. Franklin and Ashken for election as directors of the Company at the 2001 Annual Meeting and to vote all shares of Common Stock of the Company beneficially owned by the Reporting Person and its affiliates for the election of Mr. Ashken, Mr. Molen and Ms. Popwell to the Board at the 2001 Annual Meeting and (ii) not to participate in, or encourage or support, directly or indirectly, any other person in, any solicitation of proxies in opposition to the Company regarding the 2001 Annual Meeting. The Reporting Person and its affiliates further agreed that, if in the good faith judgment of a majority of the Board the 2002 Annual Meeting of Shareholders of the Company (the "2002 Annual Meeting") should be postponed from the date provided therefor in the Company's Bylaws, they will not object to, or take any action inconsistent with, such judgment by the Board. In addition, if the Reporting Person and its affiliates disagree with any proposals or director nomineees put forward for a vote at the 2002 Annual Meeting, they will not launch a proxy fight to contest the vote, will abstain from voting their shares of Common Stock of the Company and will not comment publicly on their disagreement with the Board's proposals or director nominees with which they disagree. The Company also agreed in the Termination Agreement to use its best efforts to convene and hold the 2003 Annual Meeting of Shareholders of the Company no later than April 30, 2003. 5 of 7 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 4 above for a description of the Termination Agreement. The terms and conditions of the Termination Agreement are incorporated herein by reference to Exhibit A filed with this Amendment No. 9. Item 7. Material to Be Filed as Exhibits. The following exhibits are filed herewith: Exhibit A Agreement, dated as of June 22, 2001, among the Company, Marlin Partners II, L.P., Mr. Martin E. Franklin and Mr. Ian G.H. Ashken. Exhibit B Company Press Release, dated June 25, 2001. 6 of 7 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: June 26, 2001 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 7 of 7 EXHIBIT INDEX Exhibit Title - ------- ----- Exhibit A Agreement, dated as of June 22, 2001, among the Company, Marlin Partners II, L.P., Mr. Martin E. Franklin and Mr. Ian G.H. Ashken. Exhibit B Company Press Release, dated June 25, 2001. EX-99.A 2 mp917407.txt AGREEMENT EXHIBIT A AGREEMENT Alltrista Corporation (the "Company") and Marlin Partners II, L.P. ("Marlin Partners") have, pursuant to their letter of intent dated May 7, 2001, been working on the proposed acquisition by Marlin Partners of the Company at a cash price of $18 per share. Despite the cooperative and good faith efforts of the Company, Marlin Partners and their respective advisors, the parties have agreed to terminate their efforts to effect such a transaction at this time. 1. Marlin Partners desires that Messrs. Martin E. Franklin and Ian G.H. Ashken be named to the Company's Board of Directors so that Messrs. Franklin and Ashken, on behalf of all the shareholders of the Company, can work in a cooperative manner with the Board of Directors and support the Board and management in their efforts to improve the performance of the Company in the best interests of all shareholders. Therefore, the Company is agreeable to enlarging the Board of Directors to nine persons and naming Messrs. Franklin and Ashken to serve as a Class I Director and Class II Director, respectively, effective Monday June 25, 2001. Ian Ashken would be included with Mr. Richard L. Molen and Ms. Lynda W. Popwell as Class II Directors standing for reelection at the 2001 Annual Meeting of Shareholders of the Company. 2. The Company agrees to use its best efforts to have its 2001 Annual Meeting of Shareholders no later than July 31, 2001. 3. Marlin Partners and its affiliates agree to immediately withdraw the nominations of Messrs. Franklin and Ashken for election as directors of the Company at the Company's 2001 Annual Meeting of Shareholders and to vote all shares of the Company beneficially owned by Marlin Partners and its affiliates for the election of Mr. Ashken, Mr. Molen and Ms. Popwell as directors of the Company at the 2001 Annual Meeting. Marlin Partners and its affiliates further agree that they will not, directly or indirectly, at any time on or before the Company's 2002 Annual Meeting of shareholders: (i) participate in any solicitation of proxies in opposition to, or make any public statements in opposition to, any proposals or director nominees of the Company in connection with any meeting of shareholders of the Company, (ii) initiate, propose, or solicit shareholders of the Company for the approval of, any shareholder proposals in connection with any meeting of the shareholders of the Company, (iii) nominate any person for election to the board of directors of the Company (other than nominees proposed by the Company), (iv) vote any shares of the Company's common stock beneficially owned by them against any proposal or nominee for director proposed or supported by the Company or in favor of any proposal or nominee not proposed or supported by the Company (it being understood that, except as provided in the first sentence of this paragraph, Marlin Partners and its affiliates may abstain from voting on any matter at any shareholder meeting) or (v) advise, assist, encourage or solicit, or participate in a group with, any other person in connection with any of the foregoing. 4. In addition, Marlin Partners and its affiliates agree that if in the good faith judgment of a majority of the Board of Directors of the Company the annual meeting of shareholders of the Company in 2002 should be postponed from the date provided in the Bylaws, they will not object to or take any action inconsistent with such judgment by the Board of Directors of the Company. 5. The Company will use its best efforts to convene and hold the 2003 Annual Meeting of shareholders no later than April 30, 2003. 6. The Company and Marlin Partners, on behalf of itself and NewCo, agree that the May 7, 2001 Letter of Intent is hereby terminated, except for the expense reimbursement provisions of paragraph 5. 7. This Agreement shall be governed by Indiana law and each of the parties hereto agrees to submit to the jurisdiction of the courts of the State of Indiana as to any dispute under this Agreement. For purposes of this Agreement, it is understood that Messrs. Franklin and Ashken are affiliates of Marlin Partners. The parties further acknowledge and agree that in the event of any breach of this Agreement, the non-breaching party would be irreparably harmed and could not be made whole by monetary damages, and accordingly the non-breaching party shall be entitled to compel specific performance of this Agreement. This Agreement may be executed in two or more counterparts, each of which shall be an original and all of which shall constitute one agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of June 22, 2001. ALLTRISTA CORPORATION By /s/ Thomas B. Clark ------------------------------ Name: Thomas B. Clark Title: Chairman, President & CEO MARLIN PARTNERS, II, L.P. By /s/ Martin E. Franklin --------------------------------------- Name: Martin E. Franklin, Managing Member Marlin Management, LLC, General Partner /s/ Martin E. Franklin ----------------------------- Martin E. Franklin /s/ Ian G. H. Ashken ----------------------------- Ian G. H. Ashken -2- EX-99.B 3 mp917278.txt PRESS RELEASE EXHIBIT B Marlin Partners II, LP Withdraws Offer for Alltrista Corporation; Representatives to Join Board of Directors Alltrista Corporation Provides Further Guidance on Fiscal 2001 Earnings INDIANAPOLIS, Ind., June 25, 2001-Alltrista Corporation (NYSE: ALC) today announced that Marlin Partners II, L.P. has withdrawn its offer to acquire the Company for $18 in cash per share as set forth in the letter of intent with Alltrista dated May 7, 2001. Alltrista also updated guidance on its 2001 operating earnings before interest, taxes, depreciation and amortization (EBITDA), which is expected to be 15 percent to 20 percent below the earlier guidance of approximately $55 million for the year. Regarding the Marlin Partners' acquisition offer, the Company and Marlin have been in active discussions regarding alternative proposals, each conditional upon a number of factors, including the possible sale of the Company's thermoforming operations at a minimum price, coincident with the closing of Marlin's proposed acquisition of Alltrista. Due to certain contingencies in these revised offers, including conditions related to structure and consideration, the Board was unable to accept either of these alternatives. However, the Board is committed to continuing to explore strategic options that would maximize shareholder value, including working with Marlin or others on a fully financed, unconditional offer. Alltrista Chairman, President and Chief Executive Officer, Thomas B. Clark, stated, "The Company, Marlin Partners and their respective advisers committed themselves to a diligent, mutually cooperative effort for the past seven weeks. Although we are disappointed that we were unable to complete a transaction with Marlin for an acquisition of the entire Company, we will continue to aggressively explore strategic alternatives while maintaining focus on our day-to-day business." He added, "The Board has determined that it is in the best interest of the Company to invite two representatives of Marlin Partners, Martin E. Franklin and Ian G.H. Ashken, to join the Company's Board of Directors. The knowledge that Marlin Partners has gained during the due diligence process should be of benefit to the Company and its shareholders." Martin E. Franklin, General Partner of Marlin Partners, stated, "While we are disappointed that we were unable to complete a transaction with Alltrista at this time, we welcome the Company's invitation to join the Board and look forward to serving the best interests of its shareholders, while continuing to be supportive of management." Commenting on Alltrista's 2001 earnings outlook, Mr. Clark said that although restructuring of the plastics operations in late 2000 and early 2001 produced savings from reduced employment, demand in several key markets, such as automotive, heavy truck and manufactured housing, remains depressed and the outlook uncertain. Earlier estimates were based, in part, on customer forecasts that have since been revised downward. In addition, operational inefficiencies related to lower volumes and order size continue to impact the thermoforming operations. Management continues to assess operations in light of these conditions. In injection molding, the start-up of a new healthcare program has been delayed, and some softness is being experienced across all markets. In the metals segment, the coinage business, which largely supports the U.S. Mint, has seen somewhat reduced demand as a result of the nation's economic slowdown. Demand for home food preservation products appears typical at this stage in the home canning season. Alltrista is a materials-based company. Its plastics operations serve numerous fields, including healthcare, consumer, appliance, motor vehicle and industrial markets. Through its metals group, Alltrista is the leading supplier of home food preservation products, under the Ball(R), Kerr(R) and Bernardin(R) brands and is the country's largest producer of zinc strip and fabricated products, including coin blanks for the U.S. and foreign mints. Note: This news release contains forward-looking statements intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for Alltrista's markets and the demand for its products. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary are included in the Company's periodic reports filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 2000. - -end- Please contact Kristin Clauss at 317.577.5015 if you would like to be removed from this list or if you have any questions. Thank you. - 2 - -----END PRIVACY-ENHANCED MESSAGE-----