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) March 28, 2002
--------------
ALLTRISTA CORPORATION
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-21052 35-1828377
(State or other (Commission File Number) (IRS Employer
Jurisdiction of Identification Number)
Incorporation)
555 THEODORE FREMD AVENUE, SUITE B302, RYE, NEW YORK 10580
----------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code: (914) 967 9426
----------------------------------------------------------------------
(Former name or former address, if changed since last report)
Item 9. Regulation FD Disclosure
On March 27, 2002, the Registrant signed a definitive agreement to
purchase substantially all of the assets and assume substantially all of the
liabilities of Tilia International, Inc. ("Tilia") upon the satisfaction of
certain closing conditions (the "Acquisition"). The Registrant is conducting a
$150 million senior subordinated note offering to finance a portion of the
purchase price in connection with the Acquisition. The offering will be a
private placement under Rule 144A and Regulation S under the Securities Act of
1933 and will be made only to qualified institutional buyers or outside the
United States. Included in the preliminary offering memorandum for the private
placement are the Consolidated Financial Statements of Tilia, which are attached
as Exhibit 99.1 to this Form 8-K and are incorporated by reference herein.
Tilia's Consolidated Financial Statements have not been previously disclosed.
SIGNATURE
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
By: /s/ Ian G.H. Ashken
-----------------------------------
Ian G.H. Ashken
Vice President, Secretary and Treasurer
Dated: March 28, 2002
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
99.1 Consolidated Financial Statements of Tilia International, Inc.
99.2 Consent of Arthur Andersen LLP, Independent Public Accountants