-----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, MWX+i4aaiRcW5pHaDd3nkw55c51e6CBvapISsUJQ2G6Qewzfk8y/1u/USMpP5r/7 p4zovhE2BSHX0tYc/zXN5A== 0000950136-02-000353.txt : 20020414 0000950136-02-000353.hdr.sgml : 20020414 ACCESSION NUMBER: 0000950136-02-000353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 20020212 GROUP MEMBERS: IAN G. H. ASHKEN GROUP MEMBERS: MARLIN MANAGEMENT, L.L.C. GROUP MEMBERS: MARLIN PARTNERS II, L.P. GROUP MEMBERS: MARTIN E. FRANKLIN 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: 1934 Act SEC FILE NUMBER: 005-45456 FILM NUMBER: 02538898 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 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 file001.txt AMENDMENT TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (AMENDMENT NO. 10) Under the Securities Exchange Act of 1934 ALLTRISTA CORPORATION - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.01 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 020040101 - -------------------------------------------------------------------------------- (CUSIP Number) 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) January 23, 2002 - -------------------------------------------------------------------------------- (Date of Event which requires Filing of this Statement) 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 (Sections) 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box / /. SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 020040101 Page 2 of 12 Pages ----- ------ - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING 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) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 647,100 NUMBER OF --------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY --------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 647,100 PERSON --------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 647,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* PN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 2 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 020040101 Page 3 of 12 Pages ----- ------ - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Marlin Management, L.L.C. - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 647,100 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 0 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 647,100 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 0 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 647,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 9.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* OO - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 3 SCHEDULE 13D - ------------------------ -------------------------- CUSIP NO. 020040101 Page 4 of 12 Pages ----- ------ - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Martin E. Franklin - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 350,000 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 647,100 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 350,000 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 647,100 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 997,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 14.4% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 4 - ------------------------ -------------------------- CUSIP NO. 020040101 Page 5 of 12 Pages ----- ------ - ------------------------ -------------------------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Ian G.H. Ashken - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [X] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* PF - -------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(E) [ ] - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 170,000 NUMBER OF ---------------------------------------------------------------- SHARES 8 SHARED VOTING POWER BENEFICIALLY 647,100 OWNED BY ---------------------------------------------------------------- EACH 9 SOLE DISPOSITIVE POWER REPORTING 170,000 PERSON ---------------------------------------------------------------- WITH 10 SHARED DISPOSITIVE POWER 647,100 - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 817,100 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - -------------------------------------------------------------------------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! 5 This Amendment No. 10 to Schedule 13D ("Amendment No. 10") relates to the common stock, $.01 par value (the "Common Stock"), of Alltrista Corporation, a Delaware corporation and successor to an Indiana corporation of the same name (the "Company"). This Amendment No. 10 amends the Schedule 13D, as previously amended (the "Schedule 13D"), of Marlin Partners II, L.P. Capitalized terms used in this Amendment No. 10 but not otherwise defined have the meanings ascribed to them in the Schedule 13D. Information contained in this statement is as of the date hereof, unless otherwise expressly provided herein. Item 1. Security and Issuer. This Amendment No. 10 to Schedule 13D relates to the common stock, $.01 par value (the "Common Stock"), of Alltrista Corporation, a Delaware corporation and successor to an Indiana corporation of the same name (the "Company"). This Amendment No. 10 amends the initial statement (the "Schedule 13D") on Schedule 13D dated January 4, 2000, as amended. The address of the principal executive offices of the Company is 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580. Item 2. Identity and Background. (a) This statement is being filed by Marlin Partners II, L.P., a Delaware limited partnership ("Marlin II"), Marlin Management, L.L.C., a limited liability company organized under the laws of Delaware ("Marlin Management"), Martin E. Franklin and Ian Ashken (collectively, the "Reporting Persons"). Marlin Management is the general Partner of Marlin II. The managing members of Marlin Management are Martin Franklin and Ian Ashken, who are also the sole executive officers and directors of Marlin Management. Mr. Franklin is currently a director, the Chairman and Chief Executive Officer of the Company. Mr. Franklin is a managing member of Marlin Management, the general partner of Marlin Partners II. He is currently and has been the Chairman and Chief Executive Officer of the general partner of Marlin Capital, L.P., a private investment partnership ("Marlin Capital"), and its affiliates since October 1996. Mr. Franklin was named a director of the Company effective June 25, 2001. Mr. Ashken is currently a director, the Vice Chairman, Chief Financial Officer, and Secretary of the Company. Mr. Ashken is also a managing member of Marlin Management. He is currently and has been the Vice-Chairman and Executive Vice President of the general partner of Marlin Capital and its affiliates since October 1996. Mr. Ashken was named a director of the Company effective June 25, 2001. (b) The address of the principal business and principal office of Marlin II, Marlin Management, Marlin Capital, and Messrs. Franklin and Ashken is 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580. (c) The present principal business of Marlin II is that of a private investment fund, engaging in the purchase and sale of securities of the Company for its own account. 6 The present principal business of Marlin Management is that of a private investment management firm. The principal occupation of Mr. Franklin is serving as Chairman and Chief Executive Officer of the Company. The principal occupation of Mr. Ashken is serving as Vice Chairman, Chief Financial Officer, and Secretary of the Company. (d) None of the Reporting Persons, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons has, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. (f) Each of Messrs. Franklin and Ashken is a citizen of the United Kingdom and a resident of the United States. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of the Schedule 13D is amended by adding the following paragraphs to the end of such item: On January 24, 2002, Mr. Franklin purchased 300,000 shares of Common Stock (the "Franklin Shares") for $3,285,000 upon the exercise of stock options granted by the Company on September 24, 2001 under the Company's 2001 Stock Option Plan. To fund the purchase of the Franklin Shares, Mr. Franklin borrowed $3,282,000 from the Company pursuant to the Company's 2002 Executive Loan Program. The loan is evidenced by a promissory note (the "Franklin Note") which is described below. All applicable income taxes arising in connection with the exercise of the stock options are being paid by Mr. Franklin. On January 24, 2002, Mr. Ashken purchased 150,000 shares of Common Stock (the "Ashken Shares") for $1,642,500 upon the exercise of stock options granted by the Company on September 24, 2001 under the Company's 2001 Stock Option Plan. To fund the purchase of the Ashken Shares, Mr. Ashken borrowed $1,641,000 from the Company pursuant to the Company's 2002 Executive Loan Program. The loan is evidenced by a promissory note (the "Ashken Note") which is described below. All applicable income taxes arising in connection with the exercise of the stock options are being paid by Mr. Ashken. The Franklin Note and the Ashken Note (collectively, the "Notes") bear interest at the rate of 4.125% per annum. The Notes mature on the earlier of (the "Payment Date") (i) January 23, 2007, or (ii) 90 days after the date that the borrower under his respective Note (the "Payor") ceases to be employed by the Company or its present or future subsidiaries for any reason other than age, disability, death, or termination by the Company without cause. However, in the event that prior to the Payment Date, Messrs. Franklin and Ashken assign, pledge, hypothecate, or otherwise transfer (collectively, a "Transfer") any Franklin Shares or Ashken Shares, respectively, such Payor is required to repay the outstanding amount under their Note within four business days following such Transfer, which is derived by multiplying (x) the number of such shares Transferred, by 7 (y) $10.94. The Notes also provide that the principal and interest under such Note may be repaid by the Payor, at Payor's sole and absolute discretion, either (i) in United States of America dollars, (ii) with shares of Common Stock valued at the fair market value on the date that such shares of Common Stock are delivered to the Payor in repayment of the Note, or (iii) any combination of (i) and (ii) above, at Payor's sole and absolute discretion. The foregoing is a summary of the material provisions of the Notes, copies of which are filed as Exhibits B and C hereto and are incorporated herein by reference. The funds for the purchase of 26,300 shares of Common Stock on October 22, 2001 were furnished from investment capital of Marlin II. 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: Under the terms of the Company's 2001 Stock Incentive Plan (the "2001 Plan"), on September 24, 2001, Mr. Franklin was granted options with respect to 300,000 shares of Common Stock and Mr. Ashken was granted options with respect to 150,000 shares of Common Stock. The per-share exercise price of the options granted was $10.95 which represented the fair market value of the shares of Common Stock. The options were granted subject to shareholder approval, which was obtained at the shareholder meeting of the Company held on November 8, 2001. The options granted to Messrs. Franklin and Ashken were to become exercisable on the earlier of (i) the first date after the grant date on which the fair market value equals or exceeds seventeen dollars ($17.00) or (ii) the seventh anniversary of the date of grant. As of January 23, 2002, the fair market value of the Company's common stock exceeded $17 per share and, as such, all of Mr. Franklin's and Mr. Ashken's options with respect to 300,000 and 150,000 shares of Common Stock, respectively, vested and became exercisable as of January 24, 2002. On January 24, 2000, each of Messrs. Franklin and Ashken exercised their respective options in full and purchased 300,000 and 150,000 shares of Common Stock, respectively. See Item 3 above for further information relating to the purchase of such shares of Common Stock. On October 22, 2001, Marlin II purchased 26,300 shares of Common Stock on the open market for an aggregate purchase price of approximately $354,366, or $13.475 per share. On January 1, 2002, Mr. Franklin was awarded 50,000 restricted shares of Common Stock under a Company stock plan. The restrictions on the Common Stock shall lapse upon the earlier of (i) the date that the stock price of the Common Stock equals or exceeds twenty-five dollars ($25.00) or (ii) the date there is a change of control (as defined in Section 2.01 of the Plan) of the Company. Mr. Franklin currently has the right to vote such restricted shares. On January 1, 2002, Mr. Ashken was awarded 20,000 restricted shares of Common Stock under a Company stock plan. The restrictions on the Common Stock shall lapse upon the earlier of (i) the date that the stock price of the Common Stock equals or exceeds twenty-five dollars ($25.00) or (ii) the date there is a change of control 8 (as defined in Section 2.01 of the Plan) of the Company. Mr. Ashken currently has the right to vote such restricted shares. Each of the Reporting Persons currently intends to hold the shares of Common Stock for investment purposes only. The Reporting Persons do not currently have any present plans or proposals that relate to or would result in any of the actions required to be described in Item 4 of Schedule 13D. The Reporting Persons reserve the right to acquire, or cause to be acquired, additional securities of the Company, to dispose of, or cause to be disposed, such securities at any time to the extent deemed advisable in light of general investment and trading policies of the Reporting Persons, market conditions or other factors. Item 5. Interest in Securities of the Issuer. Item 5 of the Schedule 13D is deleted in its entirety and replaced with the following: Marlin II is the owner of 647,100 shares of Common Stock. Marlin Management, the General Partner of Marlin II, may be deemed to be the beneficial owner of such shares of Common Stock that are owned by Marlin II. Marlin II and Marlin Management have sole voting and dispositive power with respect to all of such 647,100 shares of the Common Stock. The 647,100 shares of Common Stock that are owned by Marlin II constitute approximately 9.4% of the outstanding shares of the Common Stock of the Company. Mr. Franklin has sole voting and dispositive power with respect to 350,000 shares of Common Stock. The 350,000 shares of Common Stock directly held by Martin Franklin constitute approximately 5.1% of the outstanding shares of Common Stock of the Company. In addition, Mr. Franklin may be deemed to be the beneficial owner of 647,100 shares of Common Stock that are owned by Marlin II and to share voting and dispositive power with respect to such 647,100 shares of Common Stock. Mr. Franklin disclaims beneficial ownership with respect to such 647,100 shares of Common Stock and the 170,000 shares held by M. Ashken, in each case for purposes of Section 13(d) of the Exchange Act or for any other purpose. The 997,100 shares of Common Stock collectively beneficially owned by Marlin II, Marlin Management and Mr. Franklin constitute approximately 14.4% of the outstanding shares of Common Stock of the Company. Mr. Ashken has sole voting and dispositive power with respect to 170,000 shares of Common Stock. The 170,000 shares of Common Stock directly held by Ian Ashken constitute approximately 2.5% of the outstanding shares of Common Stock of the Company. In addition, Mr. Ashken may be deemed to be the beneficial owner of 647,100 shares of Common Stock that are owned by Marlin II and to share voting and dispositive power with respect to such 647,100 shares of Common Stock and the 350,000 shares held by Mr. Franklin, in each case for purposes of Section 13(d) of the Exchange Act or for any other purpose. Mr. Ashken disclaims beneficial ownership with respect to such 647,100 shares of Common Stock. The 817,100 shares of Common Stock 9 collectively beneficially owned by Marlin II, Marlin Management and Mr. Ashken constitutes approximately 11.8% of the outstanding shares of Common Stock of the Company. The foregoing percentage calculations are based on 6,912,136 shares of Common Stock, which includes (i) 6,392,136 shares of Common Stock reported by the Company issued and outstanding as of October 28, 2001 in the Company's quarterly report on Form 10-Q for the quarter ended September 30, 2001 and (ii) the issuance of an additional 520,000 shares to Reporting Persons upon the exercise of stock options and awards of restricted stock grants as reported herein. Except as provided herein, there have been no transactions in the shares of Common Stock in the past 60 days by any of the Reporting Persons. Item 6. Item 6 of the Schedule 13D is amended by adding the following paragraph to the end of such item: See Item 3 above for a description of the Notes. The terms and conditions of the Notes are incorporated herein by reference to Exhibits B and C filed with this Amendment No. 10. 10 Item 7. Material to be Filed as Exhibits. Exhibit A Joint Filing Agreement, dated February 11, 2002, among Marlin Partners II, L.P., Marlin Management, L.L.C., Martin E. Franklin, and Ian G.H. Ashken Exhibit B Note, dated January 24, 2002, made by Martin Franklin to Alltrista Corporation Exhibit C Note, dated January 24, 2002, made by Ian Ashken to Alltrista Corporation. 11 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: February 11, 2002. 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 /s/ Martin E. Franklin ------------------------------------ Martin E. Franklin /s/ Ian G.H. Ashken ------------------------------------ Ian G.H. Ashken Marlin Management, L.L.C. By: /s/ Martin E. Franklin --------------------------------- Name: Martin E. Franklin Title: Managing Member 12 EXHIBIT INDEX ------------- Exhibit A Joint Filing Agreement, dated February 11, 2002, among Marlin Partners II, L.P., Marlin Management, L.L.C., Martin E. Franklin, and Ian G.H. Ashken Exhibit B Note, dated January 24, 2002, made by Martin Franklin to Alltrista Corporation Exhibit C Note, dated January 24, 2002, made by Ian Ashken to Alltrista Corporation. EX-99.A 3 file002.txt JOINT FILING AGREEMENT, DATED FEBRUARY 11, 2002 SCHEDULE 13D (AMENDMENT NO. 10) JOINT FILING AGREEMENT The undersigned and each other person executing this joint filing agreement (this "Agreement") agree as follows: The undersigned and each other person executing this Agreement are responsible for the timely filing of such Schedule 13D (Amendment No. 10) and any amendments thereto, and for the completeness and accuracy of the information concerning such person contained therein; but none of the undersigned or any other person executing this Agreement is responsible for the completeness or accuracy of the information statement concerning any other persons making the filing, unless such person knows or has reason to believe that such information is inaccurate. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all of which, taken together, shall constitute one and the same instrument. IN WITNESS WHEREOF, the undersigned have either signed this Agreement or caused this Agreement to be signed by their respective officers thereunto duly authorized as of the date set forth below. Date: February 11, 2002. 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 /s/ Martin E. Franklin ------------------------------------ Martin E. Franklin /s/ Ian G.H. Ashken ------------------------------------ Ian G.H. Ashken Marlin Management, L.L.C. By: /s/ Martin E. Franklin --------------------------------- Name: Martin E. Franklin Title: Managing Member EX-99.B 4 file003.txt NOTE, DATED JANUARY 24, 2002, MADE BY MARTIN FRANKLIN PROMISSORY NOTE $3,282,000 January 24, 2002 FOR VALUE RECEIVED, the undersigned, Martin E. Franklin ("Payor"), having an address at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580 hereby promises to pay to the order of Alltrista Corporation ("Payee"), having an address at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, at Payee's principal place of business at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, the sum of Three Million Two Hundred Eighty Two Thousand Dollars ($3,282,000), together with all accrued and unpaid interest thereon from the date hereof at the rate of 4.125% per annum (being the lowest cost of Payee's borrowing on the date noted above) on the Payment Date (as defined below); provided, however, that upon the occurrence and continuance of an Event of Default (as hereinafter defined), interest shall accrue at the prime rate in effect at such time. The principal of, and interest on, this note (the "Note") are payable in United States dollars, except as otherwise expressly provided in paragraph 13 below. This Note is subject to the following additional terms. 1. 2002 Executive Loan Program. This Note evidences a loan made by Payee to Payor under the Alltrista Corporation 2002 Executive Stock Program (the "Program") in connection with the exercise of non-qualified stock options to purchase 300,000 shares of Common Stock (the "Shares") granted under the Alltrista Corporation 2001 Stock Option Plan. Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Program. The Note is made pursuant to the terms and provisions of the Program. Payor hereby acknowledges receipt of a copy of the Program. Payor has read and understands the terms and provisions thereof, and accepts and understands that the Loan was made subject to all the terms and conditions of the Program and this Note. Payor agrees to be bound by, all of the terms and conditions of the Program. 2. Payment. (a) All payments hereunder shall be payable at the offices of Payee, or at such other place as Payee may from time to time designate by written notice to Payor. The Payor will pay the outstanding principal of, and all accrued and unpaid interest due, upon this Note on the Payment Date, except as otherwise provided in paragraph 2(c) below. All payments hereunder shall be applied first to all accrued and unpaid interest hereunder and then to the principal amount outstanding hereunder. (b) For purposes of this Note, the term "Payment Date" shall mean the date which is the earlier of (i) January 23, 2007, or (ii) 90 days after the date that Payor ceases to be employed by Alltrista Corporation or its present or future subsidiaries for any reason other than age, Disability (as defined in the Employment Agreement (the "Employment Agreement"), dated January 1, 2002, between Payor and Payee), death or termination by Alltrista Corporation without Cause (as defined in the Employment Agreement) (c) Notwithstanding anything to the contrary contained herein, in the event that, prior to the Payment Date, Payor sells, assigns, pledges, hypothecates, or otherwise transfers (collectively, a "Transfer") any Shares, Payor is required to repay that amount of the outstanding balance under this Note, within four business days following such Transfer, which is derived by multiplying (x) the number of Shares Transferred, by (y) $10.94. The number of shares granted and the price of $10.95 shall be adjusted for changes or adjustments in the common stock as outlined in Section 5.09 of the Company's 2001 Stock Option Plan. The Payor is required to provide Payee with notice describing a Transfer within two Business Days after the Transfer. 3. Events of Default. The following shall constitute an "Event of Default" under this Note: (a) Payor shall have failed to make any payment due hereunder within ten (10) days after the due date therefor, and shall fail to make such payment for an additional ten (10) business days after written notice of such non-payment; (b) A custodian, receiver, liquidator or trustee of the Payor, or of any of his property, is appointed or takes possession of the Payor's property; or an order for relief is entered under the Federal Bankruptcy Code or any other applicable laws or statute of the United States of America or any state or similar law of any other country, against the Payor; or any of the property of the Payor is sequestered by court order; or a petition or other proceeding is filed against the Payor under any bankruptcy, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (c) The Payor files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether nor or hereafter in effect, or consents to the filing of any petition against it under any such law; (d) The Payor makes an assignment for the benefit of its creditors or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Payor of all or any material part of his property; and (e) any other material default shall occur hereunder which remains uncured or unwaived for a period of thirty (30) days after written notice of such default. Upon the occurrence of an Event of Default hereunder, the Payee may by written notice to Payor declare the entire unpaid principal amount of this Note together with accrued interest and charges thereon due and payable, and such amount may be collected forthwith. 4. Applicable Law and Jurisdiction. This Note shall be governed by and interpreted under the laws of the State of New York applicable to contracts made and to be performed 2 therein, without giving effect to the principles of conflicts of law. Payor hereby irrevocably consents that any legal action or proceeding against Payor arising out of or in any way connected with this Note may be instituted exclusively in any state court or United States federal court located in the State of New York and County of Westchester and Payor hereby submits to the jurisdiction and venue of such courts. Payor further irrevocably consents to the service of process arising out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by postage prepaid certified or registered first-class mail, return receipt requested, to Payor. In the event of litigation between Payee and Payor over any matter connected with this Note, the right to a trial by jury is hereby waived by Payor and Payee. 5. Remedies. If any Event of Default shall occur, then immediately upon the occurrence of an Event of Default, all amounts of principal and accrued interest payable hereunder, together with collection costs (including all reasonable attorneys' fees and disbursements), shall become immediately due and payable, all without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Payor. The principal sum of, and any accrued interest on, this Note shall be irrevocably and unconditionally payable by Payor, without offset, discount, defense, claim or counterclaim of any nature. 6. Further Assurances. Payor hereby agrees to execute and deliver such other documents and instruments as may be reasonably requested by Payee in order to give effect to the intent and purposes of this Note. 7. Prepayment. This Note may be prepaid, in whole or in part, at any time, without charge, premium or penalty. 8. No Failure to Exercise. No failure on the part of Payee to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise by Payee of any right preclude any other or further exercise thereof or the exercise of any other right. 9. Amendments. No amendment, modification or waiver of any provision of this Note, nor any consent to any departure by Payor therefrom, shall be effective unless the same shall be in writing and signed by Payee and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 10. Binding. This Note shall be binding upon the Payor and its successors and assigns, and the terms hereof shall inure to the benefit of Payee and its heirs, legal representatives, successors and permitted assigns, including subsequent holders hereof. The provisions of this Note are severable, and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Note in any jurisdiction. 11. Notice. Any notice, request, demand or other communication permitted or required to be given under this Note shall be in writing, shall be sent by one of the following means to the addressee at the address provided above (or at such other address as shall be 3 designated hereunder by notice to the other party) and shall be deemed conclusively to have been given: (i) on the first day following the day timely deposited with Federal Express (or other equivalent national overnight courier) or United States Express Mail, with the cost of delivery prepaid or for the account of the sender; (ii) on the fifth day following the day duly sent by certified or registered United States mail, postage prepaid and return receipt requested; or (iii) on the day actually received by the addressee when personally delivered. 12. No Assignment. This Note may not be sold, gifted, assigned, or otherwise transferred without the prior written consent of the Payor and the Payee, which consent may be withheld for any or no reason. 13. Absolute Obligation and Repayment in Common Stock. No provision of this Note shall alter or impair the obligation of the Payor, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place and rate herein prescribed. However, the principal and interest under this Note may be repaid by the Payor, at Payor's sole and absolute discretion, either (i) in United States of America dollars, (ii) with shares of Common Stock valued at the Fair Market Value on the date that such shares of Common Stock are delivered to the Payor in repayment of the Note, or (iii) any combination of (i) and (ii) above, at Payor's sole and absolute discretion. The term "Fair Market Value" shall have the same meaning ascribed to such term in the Alltrista Corporation 2001 Stock Option Plan. 14. Usury Savings Clause. Anything in this Note to the contrary notwithstanding, the obligation of the Payor to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the extent that the Payee's receipt thereof would not be permissible under the law or laws applicable to it limiting rates of interest which may be charged or collected by it. Any such amount of interest which is not paid as a result of the limitation referred to in the preceding sentence shall be carried forward and paid by the Payor to the Payee on the earliest date or dates on which any interest is payable under this Note and on which the receipt thereof is permissible under the laws applicable to the Payee limiting rates of interest which may be charged or collected by such Lender. /s/ Martin E. Franklin ------------------------------ Name: Martin E. Franklin 4 EX-99.C 5 file004.txt NOTE, DATED JANUARY 24, 2002, MADE BY IAN ASHKEN PROMISSORY NOTE $1,641,000 January 24, 2002 FOR VALUE RECEIVED, the undersigned, Ian Ashken ("Payor"), having an address at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580 hereby promises to pay to the order of Alltrista Corporation ("Payee"), having an address at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, at Payee's principal place of business at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580, the sum of One Million Six Hundred Forty-One Thousand Dollars ($1,641,000), together with all accrued and unpaid interest thereon from the date hereof at the rate of 4.125% per annum (being the lowest cost of Payee's borrowing on the date noted above) on the Payment Date (as defined below); provided, however, that upon the occurrence and continuance of an Event of Default (as hereinafter defined), interest shall accrue at the prime rate in effect at such time. The principal of, and interest on, this note (the "Note") are payable in United States dollars, except as otherwise expressly provided in paragraph 13 below. This Note is subject to the following additional terms. 1. 2002 Executive Loan Program. This Note evidences a loan made by Payee to Payor under the Alltrista Corporation 2002 Executive Stock Program (the "Program") in connection with the exercise of non-qualified stock options to purchase 150,000 shares of Common Stock (the "Shares") granted under the Alltrista Corporation 2001 Stock Option Plan. Unless otherwise defined herein, capitalized terms used herein shall have the meaning ascribed to them in the Program. The Note is made pursuant to the terms and provisions of the Program. Payor hereby acknowledges receipt of a copy of the Program. Payor has read and understands the terms and provisions thereof, and accepts and understands that the Loan was made subject to all the terms and conditions of the Program and this Note. Payor agrees to be bound by, all of the terms and conditions of the Program. 2. Payment. (a) All payments hereunder shall be payable at the offices of Payee, or at such other place as Payee may from time to time designate by written notice to Payor. The Payor will pay the outstanding principal of, and all accrued and unpaid interest due, upon this Note on the Payment Date, except as otherwise provided in paragraph 2(c) below. All payments hereunder shall be applied first to all accrued and unpaid interest hereunder and then to the principal amount outstanding hereunder. (b) For purposes of this Note, the term "Payment Date" shall mean the date which is the earlier of (i) January 23, 2007, or (ii) 90 days after the date that Payor ceases to be employed by Alltrista Corporation or its present or future subsidiaries for any reason other than age, Disability (as defined in the Employment Agreement (the "Employment Agreement"), dated January 1, 2002, between Payor and Payee), death or termination by Alltrista Corporation without Cause (as defined in the Employment Agreement) (c) Notwithstanding anything to the contrary contained herein, in the event that, prior to the Payment Date, Payor sells, assigns, pledges, hypothecates, or otherwise transfers (collectively, a "Transfer") any Shares, Payor is required to repay that amount of the outstanding balance under this Note, within four business days following such Transfer, which is derived by multiplying (x) the number of Shares Transferred, by (y) $10.94. The number of shares granted and the price of $10.95 shall be adjusted for changes or adjustments in the common stock as outlined in Section 5.09 of the Company's 2001 Stock Option Plan. The Payor is required to provide Payee with notice describing a Transfer within two Business Days after the Transfer. 3. Events of Default. The following shall constitute an "Event of Default" under this Note: (a) Payor shall have failed to make any payment due hereunder within ten (10) days after the due date therefor, and shall fail to make such payment for an additional ten (10) business days after written notice of such non-payment; (b) A custodian, receiver, liquidator or trustee of the Payor, or of any of his property, is appointed or takes possession of the Payor's property; or an order for relief is entered under the Federal Bankruptcy Code or any other applicable laws or statute of the United States of America or any state or similar law of any other country, against the Payor; or any of the property of the Payor is sequestered by court order; or a petition or other proceeding is filed against the Payor under any bankruptcy, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether now or hereafter in effect; (c) The Payor files a petition in voluntary bankruptcy or seeking relief under any provision of any bankruptcy, reorganization, arrangement, insolvency, readjustment of indebtedness, dissolution or liquidation law of any jurisdiction, whether nor or hereafter in effect, or consents to the filing of any petition against it under any such law; (d) The Payor makes an assignment for the benefit of its creditors or consents to the appointment of or taking possession by a custodian, receiver, liquidator or trustee of the Payor of all or any material part of his property; and (e) any other material default shall occur hereunder which remains uncured or unwaived for a period of thirty (30) days after written notice of such default. Upon the occurrence of an Event of Default hereunder, the Payee may by written notice to Payor declare the entire unpaid principal amount of this Note together with accrued interest and charges thereon due and payable, and such amount may be collected forthwith. 4. Applicable Law and Jurisdiction. This Note shall be governed by and interpreted under the laws of the State of New York applicable to contracts made and to be performed therein, without giving effect to the principles of conflicts of law. Payor hereby irrevocably consents that any legal action or proceeding against Payor arising out of or in any way connected 2 with this Note may be instituted exclusively in any state court or United States federal court located in the State of New York and County of Westchester and Payor hereby submits to the jurisdiction and venue of such courts. Payor further irrevocably consents to the service of process arising out of any of the aforementioned courts in any such action or proceeding by the mailing of copies thereof by postage prepaid certified or registered first-class mail, return receipt requested, to Payor. In the event of litigation between Payee and Payor over any matter connected with this Note, the right to a trial by jury is hereby waived by Payor and Payee. 5. Remedies. If any Event of Default shall occur, then immediately upon the occurrence of an Event of Default, all amounts of principal and accrued interest payable hereunder, together with collection costs (including all reasonable attorneys' fees and disbursements), shall become immediately due and payable, all without presentment, demand, protest or notice of any kind, all of which are hereby expressly waived by Payor. The principal sum of, and any accrued interest on, this Note shall be irrevocably and unconditionally payable by Payor, without offset, discount, defense, claim or counterclaim of any nature. 6. Further Assurances. Payor hereby agrees to execute and deliver such other documents and instruments as may be reasonably requested by Payee in order to give effect to the intent and purposes of this Note. 7. Prepayment. This Note may be prepaid, in whole or in part, at any time, without charge, premium or penalty. 8. No Failure to Exercise. No failure on the part of Payee to exercise, and no delay in exercising any right hereunder, shall operate as a waiver thereof; nor shall any single or partial exercise by Payee of any right preclude any other or further exercise thereof or the exercise of any other right. 9. Amendments. No amendment, modification or waiver of any provision of this Note, nor any consent to any departure by Payor therefrom, shall be effective unless the same shall be in writing and signed by Payee and then such waiver or consent shall be effective only in the specific instance and for the specific purpose for which given. 10. Binding. This Note shall be binding upon the Payor and its successors and assigns, and the terms hereof shall inure to the benefit of Payee and its heirs, legal representatives, successors and permitted assigns, including subsequent holders hereof. The provisions of this Note are severable, and if any provision shall be held invalid or unenforceable in whole or in part in any jurisdiction, then such invalidity or unenforceability shall not in any manner affect such provision in any other jurisdiction or any other provision of this Note in any jurisdiction. 11. Notice. Any notice, request, demand or other communication permitted or required to be given under this Note shall be in writing, shall be sent by one of the following means to the addressee at the address provided above (or at such other address as shall be designated hereunder by notice to the other party) and shall be deemed conclusively to have been given: (i) on the first day following the day timely deposited with Federal Express (or other 3 equivalent national overnight courier) or United States Express Mail, with the cost of delivery prepaid or for the account of the sender; (ii) on the fifth day following the day duly sent by certified or registered United States mail, postage prepaid and return receipt requested; or (iii) on the day actually received by the addressee when personally delivered. 12. No Assignment. This Note may not be sold, gifted, assigned, or otherwise transferred without the prior written consent of the Payor and the Payee, which consent may be withheld for any or no reason. 13. Absolute Obligation and Repayment in Common Stock. No provision of this Note shall alter or impair the obligation of the Payor, which is absolute and unconditional, to pay the principal of, and interest on, this Note at the time, place and rate herein prescribed. However, the principal and interest under this Note may be repaid by the Payor, at Payor's sole and absolute discretion, either (i) in United States of America dollars, (ii) with shares of Common Stock valued at the Fair Market Value on the date that such shares of Common Stock are delivered to the Payor in repayment of the Note, or (iii) any combination of (i) and (ii) above, at Payor's sole and absolute discretion. The term "Fair Market Value" shall have the same meaning ascribed to such term in the Alltrista Corporation 2001 Stock Option Plan. 14. Usury Savings Clause. Anything in this Note to the contrary notwithstanding, the obligation of the Payor to make payments of interest shall be subject to the limitation that payments of interest shall not be required to be made to the extent that the Payee's receipt thereof would not be permissible under the law or laws applicable to it limiting rates of interest which may be charged or collected by it. Any such amount of interest which is not paid as a result of the limitation referred to in the preceding sentence shall be carried forward and paid by the Payor to the Payee on the earliest date or dates on which any interest is payable under this Note and on which the receipt thereof is permissible under the laws applicable to the Payee limiting rates of interest which may be charged or collected by such Lender. /s/ Ian Ashken --------------------------------- Name: Ian Ashken -----END PRIVACY-ENHANCED MESSAGE-----