UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 30, 2001
ALLTRISTA CORPORATION
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(Exact name of registrant as specified in its charter)
INDIANA 0-21052 35-1828377
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
555 Theodore Fremd Avenue, Suite B302
Rye, New York 10580
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (914) 967-9426
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 3, 2001, the Company issued a press release, a copy of which is
attached hereto as Exhibit 99-1, announcing that it had completed the sale of
substantially all of the assets of its Triangle, TriEnda and Synergy World
plastic thermoforming operations to Wilbert, Inc. under the terms of an Asset
Purchase Agreement dated October 15, 2001 with Wilbert, Inc. as amended by the
Amendment to Asset Purchase Agreement dated November 28, 2001, a copy of which
is attached hereto as Exhibit 10-2. In addition, the Company disposed of its
majority interest in Microlin, LLC as of November 1, 2001. These dispositions
are reflected in the Company's unaudited pro forma financial information filed
as a part of this report.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
The following exhibits are filed as a part of this report:
(a) Not Applicable
(b) Pro Forma Financial Information
Please see SCHEDULE A attached hereto
(c) Exhibits
10-1 Asset Purchase Agreement by and between Alltrista Plastics
Corporation, TriEnda Corporation, Quoin Corporation, Alltrista
Corporation and Wilbert, Inc., dated October 15, 2001
(Incorporated by reference to the Company's Quarterly Report on
Form 10-Q filed November 14, 2001)
10-2 Amendment to Asset Purchase Agreement by and between Alltrista
Plastics Corporation, TriEnda Corporation, Quoin Corporation,
Alltrista Corporation and Wilbert, Inc., dated November 28, 2001.
99-1 Press Release dated December 3, 2001
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ALLTRISTA CORPORATION
(Registrant)
Date: December 14, 2001 By: /s/ Ian G.H. Ashken
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Ian G.H. Ashken
Vice Chairman, Chief Financial
Officer and Secretary
SCHEDULE A
The following unaudited pro forma financial information for the Company has been
prepared to reflect the adjustments to the historical results of operations and
financial position and to give effect to the sale of the assets of its Triangle,
TriEnda and Synergy World thermoforming operations.
Effective November 26, 2001, the Company sold the assets of its Triangle,
TriEnda and Synergy World thermoforming operations (the "Thermoformed Assets")
to Wilbert, Inc. ("Wilbert") for $21 million in cash, a $1.85 million
noninterest-bearing one-year note as well as the assumption of certain
identified liabilities. The proceeds from the sale were used to pay down the
Company's term debt. As a result of the sale, the Company expects to recover
approximately $15 million of federal income taxes paid in 1999 and 2000 by
utilizing the carryback of a tax net operating loss generated in 2001. The
proceeds related to this recovery of income taxes will also be used to pay down
the Company's term debt.
The unaudited pro forma statements of income for the nine months ended September
30, 2001 and for the twelve months ended December 31, 2000 are based on the
historical results of operations adjusted to give effect to the sale of
thermoformed assets noted above as if the sale had occurred at the beginning of
each period presented. The unaudited pro forma balance sheet gives effect to the
sale as if it had occurred on September 30, 2001. The pro forma financial
information also reflects the sale of the Company's interest in Microlin, LLC
that became effective November 1, 2001. The pro forma information assumes the
proceeds from the sale of thermoformed assets and recovery of income taxes were
received at the beginning of each period, and assumes a 35.0% effective income
tax rate for all periods.
As a supplement to the unaudited pro forma financial information presented
below, the Company's pro forma net income adjusted to reflect the elimination of
special charges and reorganization expenses would have been $13.1 million and
$11.4 million for the nine months ended September 30, 2001 and the year ended
December 31, 2000, respectively.
The unaudited pro forma financial information is not necessarily indicative of
the Company's results of operations or financial position had the sale of
thermoformed assets reflected therein actually been consummated at the assumed
dates, nor is it necessarily indicative of the Company's results of operations
or financial position for any future period. The unaudited pro forma financial
information should be read in conjunction with the Company's Consolidated
Financial Statements and Notes included in the Company's Annual Report on Form
10-K for the year ended December 31, 2000 and its Quarterly Report on Form 10-Q
for the quarter ended September 30, 2001.
Alltrista Corporation
Unaudited Pro Forma Statement of Income
Nine Months Ended September 30, 2001
(In thousands except per share amounts)
Pro Forma
As Reported Adjustments Pro Forma
------------ ----------- ---------
Net Sales $ 250,102 $ (52,370)(1) $ 197,075
(657)(2)
Costs and expenses
Cost of sales 188,312 (50,549)(1) 137,763
Selling, general and administrative expenses 40,626 (7,233)(1) 31,943
(1,450)(2)
Goodwill amortization 4,876 (4,042)(1) 834
Special charges (credits) and reorganization expenses 233 345 (1) 578
Loss on thermoforming net assets held for sale 119,725 (119,725)(3) ---
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Operating earnings (loss) (103,670) 129,627 25,957
Interest expense, net (8,351) 1,912 (6) (6,439)
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Income (loss) before taxes and minority interest (112,021) 131,539 19,518
Income tax (provision) benefit 33,606 (40,438)(4) (6,832)
Minority interest in loss of consolidated subsidiary 256 (256)(5) ---
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Net income (loss) $ (78,159) $ 90,845 $ 12,686
============ ========= ============
Basic earnings (loss) per share $ (12.30) $ 2.00
Diluted earnings (loss) per share $ (12.30) $ 1.99
Weighted average shares outstanding:
Basic 6,354 6,354
Diluted 6,354 6,362
<FN>
See accompanying Notes to Unaudited Pro Forma Financial Information.
</FN>
Alltrista Corporation
Unaudited Pro Forma Statement of Income
Twelve Months Ended December 31, 2000
(In thousands except per share amounts)
Pro Forma
As Reported Adjustments Pro Forma
------------ ----------- ---------
Net Sales $ 357,356 $(100,349)(1) $ 256,227
(780)(2)
Costs and expenses
Cost of sales 275,571 (90,132)(1) 185,439
Selling, general and administrative expenses 56,019 (11,582)(1) 42,823
(1,614)(2)
Goodwill amortization 6,404 (5,295)(1) 1,109
Special charges (credits) and reorganization expenses 380 (191)(1) 189
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Operating earnings 18,982 7,685 26,667
Interest expense, net (11,917) 2,550 (6) (9,367)
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Income before taxes and minority interest 7,065 10,235 17,300
Income tax provision (2,402) (3,653)(4) (6,055)
Minority interest in loss of consolidated subsidiary 259 (259)(5) ---
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Net income $ 4,922 $ 6,323 $ 11,245
============ ========= ============
Basic earnings per share $ 0.78 $ 1.77
Diluted earnings per share $ 0.77 $ 1.76
Weighted average shares outstanding:
Basic 6,338 6,338
Diluted 6,383 6,383
<FN>
See accompanying Notes to Unaudited Pro Forma Financial Information.
</FN>
Alltrista Corporation
Unaudited Pro Forma Balance Sheet
September 30, 2001
(In thousands)
Pro Forma
As Reported Adjustments Pro Forma
------------ ----------- ---------
ASSETS
Current assets
Cash and cash equivalents $ 6,828 $ (52) (7) $ 6,776
Accounts receivable, net 23,264 (264) (7) 23,000
Notes receivable --- 1,682 (9) 1,682
Inventories, net 22,877 22,877
Deferred taxes on income 5,140 5,140
Prepaid expenses 630 630
Net assets held for sale 21,716 (21,716) (8) ---
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Total current assets 80,455 (20,350) 60,105
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Property, plant and equipment, at cost 132,573 (314) (7) 132,259
Accumulated depreciation (87,758) 80 (7) (87,678)
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44,815 (234) 44,581
Goodwill, net 15,764 15,764
Deferred taxes on income 32,029 (15,000) (9) 17,029
Other assets 8,114 (2,355) (7) 5,759
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Total assets $ 181,177 $ (37,939) $ 143,238
============ ========= ============
LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities
Current portion of long-term debt $ 27,500 (13,400) (9) $ 14,100
Accounts payable 18,361 (147) (7) 18,214
Accrued salaries, wages and employee benefits 9,081 9,081
Other current liabilities 7,114 (931)(10) 5,661
(522) (9)
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Total current liabilities 62,056 (15,000) 47,056
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Noncurrent liabilities
Long-term debt 73,750 (20,600) (9) 53,150
Deferred taxes on income --- ---
Other noncurrent liabilities 5,430 5,430
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Total noncurrent liabilities 79,180 (20,600) 58,580
Minority interest in subsidiary 611 (611) (7) ---
Contingencies --- ---
Shareholders' equity:
Common stock 39,677 39,677
Retained earnings 39,994 (1,728)(10) 38,266
Accumulated other comprehensive loss:
Cumulative translation adjustment (1,347) (1,347)
Interest rate swap (936) (936)
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77,388 (1,728) 75,660
Less treasury stock (38,058) (38,058)
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Total shareholders' equity 39,330 (1,728) 37,602
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Total liabilities and shareholders' equity $ 181,177 $ (37,939) $ 143,238
============ ========= ============
<FN>
See accompanying Notes to Unaudited Pro Forma Financial Information.
</FN>
Alltrista Corporation
Notes to Unaudited Pro Forma Financial Information
Following is a description of pro forma adjustments reflected in the Unaudited
Pro Forma Statements of Income and Balance Sheet:
(1) Adjustment to reflect the elimination of the operating results of the
Triangle, TriEnda and Synergy World thermoforming operations.
(2) Adjustment to reflect the elimination of the operating results of
Microlin, LLC.
(3) Adjustment to reflect the elimination of the loss on the net assets
held for sale.
(4) Adjustment to reflect the effective tax rate of 35.0% applied to the
pro forma adjustments.
(5) Adjustment to reflect the elimination of the minority interest's share
in the loss of Microlin, LLC.
(6) Adjustment to reflect the decrease in interest expense related to the
use of the proceeds from the sale of the Thermoformed Assets and the
recovery of income taxes to pay down the Company's term debt. An
average annual borrowing rate of 7.5% was assumed for each period
presented based on the Company's effective borrowing rate during the
periods presented.
(7) Adjustment to reflect the elimination of assets and liabilities
related to the sale of Microlin, LLC.
(8) Adjustment to reflect the elimination of the Thermoformed Assets.
(9) Adjustment to reflect the receipt of proceeds from the sale of the
Thermoformed Assets, the related recovery of $15 million of income
taxes, and the application of those proceeds to pay down the Company's
credit facility. The proceeds from the sale of the Thermoformed Assets
include a $1.85 million non-interest bearing note receivable from
Wilbert and $21 million in cash. In addition, $1 million of certain
accrued costs associated with the sale were reclassified.
(10) Adjustment to reflect the actual after-tax loss on the sale of the
Thermoformed Assets, the after-tax loss on the sale of Microlin, LLC,
and the associated impact on income taxes payable.