SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934
[X] Filed by registrant
[ ] Filed by a party other than the registrant
Check the appropriate box:
[x] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by
Rule 14a-6(e)(2)
[ ] Definitive proxy statement
[ ] Definitive additional materials [
[ ] Soliciting material pursuant to Rule 14a-11(c) or Rule 14a-12
ALLTRISTA CORPORATION
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(Name of Registrant as Specified in its Charter)
---------------------------------
(Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)
Payment of filing fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
1) Title of each class of securities to which transaction applies:
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2) Aggregate number of securities to which transaction applies:
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3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee
is calculated and state how it was determined):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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[ ] Fee paid previously with preliminary materials:
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[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number, or
the Form or Schedule and the date of its filing.
1) Amount previously paid:
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2) Form, schedule or registration statement No.:
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3) Filing party:
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4) Date filed:
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ALLTRISTA CORPORATION
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 30, 2002
To Our Stockholders:
You are cordially invited to attend the Annual Meeting of the
Stockholders, and any adjournments or postponements thereof (the "Meeting"), of
Alltrista Corporation (the "Company"), which will be held on May 30, 2002 at
10:00 A.M., local time, at 555 Theodore Fremd Avenue, Rye, New York 10580, for
the following purposes:
1. To elect three (Class III) directors to serve on the Board of
Directors for a term of three years expiring at the 2005 annual
meeting of stockholders or until their successors are duly elected
and qualified (Proposal 1);
2. To consider and approve the amendment of the Company's Restated
Certificate of Incorporation to change the name of the Company
from "Alltrista Corporation" to "J_____ Corporation" (Proposal 2);
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2002
(Proposal 3); and
4. To transact such other business as may properly be brought before
the Meeting.
Stockholders of record at the close of business on April 5, 2002 shall
be entitled to notice of and to vote at the Meeting. A copy of the Annual Report
of the Company for the year ended December 31, 2001 is being mailed to
stockholders along with the attached Proxy Statement.
YOUR VOTE IS IMPORTANT. PLEASE SUBMIT A PROXY AS SOON AS POSSIBLE SO
THAT YOUR SHARES CAN BE VOTED AT THE MEETING. SUBMITTING THE ENCLOSED FORM OF
PROXY WILL APPOINT MARTIN E. FRANKLIN AND IAN G.H. ASHKEN AS YOUR PROXIES. YOU
MAY SUBMIT YOUR PROXY (1) OVER THE INTERNET, OR (2) BY MAIL. YOU MAY REVOKE YOUR
PROXY AND VOTE IN PERSON IF YOU DECIDE TO ATTEND THE MEETING. FOR INSTRUCTIONS,
PLEASE REFER TO PAGE 2 OF THE PROXY STATEMENT OR THE PROXY CARD.
By order of the Board of Directors
----------------------------
Martin E. Franklin
Chairman and
Chief Executive Officer
April __, 2002
ALLTRISTA CORPORATION
555 THEODORE FREMD AVENUE
RYE, NY 10580
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PROXY STATEMENT
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ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON
MAY 30, 2002
INTRODUCTION
PROXY SOLICITATION AND GENERAL INFORMATION
This Proxy Statement and the enclosed form of proxy (the "Proxy Card")
are being furnished to the holders of common stock, par value $.01 per share
(the "Common Stock"), of Alltrista Corporation, a Delaware corporation (the
"Company"), in connection with the solicitation of proxies by the Board of
Directors (the "Board" or "Board of Directors") of the Company for use at the
Annual Meeting of Stockholders to be held on Thursday, May 30, 2002 at 555
Theodore Fremd Avenue, Rye, New York 10580 at 10:00 A.M., local time, and at any
adjournment or postponement thereof (the "Meeting"). This Proxy Statement and
the Proxy Card are first being sent to stockholders on or about April __, 2002.
Although the Annual Report and Proxy Statement are being mailed together, the
Annual Report shall not be deemed to be part of this Proxy Statement.
At the Meeting, holders of Common Stock (the "Stockholders") will be
asked:
1. To elect three (Class III) directors to serve on the Board of
Directors for a term of three years expiring at the 2005 annual
meeting of Stockholders or until their successors are duly elected
and qualified (Proposal 1);
2. To consider and approve the amendment of the Company's Restated
Certificate of Incorporation to change the name of the Company
from "Alltrista Corporation" to "J_____ Corporation" (Proposal 2);
3. To ratify the appointment of Ernst & Young LLP as the Company's
independent auditors for the year ending December 31, 2002
(Proposal 3); and
4. To transact such other business as may properly be brought before
the Meeting.
The Board of Directors has fixed the close of business on April 5, 2002
as the record date
1
for the determination of Stockholders entitled to notice of and to vote at the
Meeting. Each such Stockholder will be entitled to one vote for each share of
Common Stock held on all matters to come before the Meeting and may vote in
person or by proxy authorized in writing.
PROXIES AND VOTING
Common Stock represented by properly executed proxies received by the
Company and not revoked will be voted at the Meeting in accordance with
instructions contained therein. If the Proxy Card is signed and returned without
instructions, the shares will be voted FOR the election of each nominee for
director named herein (Proposal 1), FOR the amendment of the Company's Restated
Certificate of Incorporation to change the name of the Company from "Alltrista
Corporation" to "J____ Corporation" (Proposal 2) and FOR the ratification of the
appointment of Ernst & Young LLP as the Company's independent auditors for the
year ending December 31, 2002 (Proposal 3).
Voting by Mail or the Internet
Stockholders are requested to complete, sign, date and promptly return
the Proxy Card in the enclosed envelope or vote by the Internet. The law of
Delaware, under which the Company is incorporated, specifically permits
electronically transmitted proxies, provided that each such proxy contains or is
submitted with information from which the inspectors of election can determine
that such proxy was authorized by the Stockholder. (General Corporation Law of
the State of Delaware, Section 212(c).) The voting procedures available to
Stockholders for the Meeting are designed to authenticate each Stockholder by
use of a Control Number, to allow Stockholders to vote their shares, and to
confirm that their instructions have been properly recorded.
Stockholders may go to WWW.PROXYVOTE.COM to vote on the Internet. They
will be required to provide the Control Numbers contained on their voter
instruction form or proxy ballot. After providing the correct Control Number,
the voter will be asked to complete an electronic proxy card. The votes will be
generated on the computer screen and the voter will be prompted to submit or
revise them as desired.
Most beneficial owners whose stock is held in street name do not
receive the Company's proxy card. Instead, they receive voting instruction forms
from their banks or brokers. Beneficial owners may also be able to vote by the
Internet. Beneficial owners should follow the instructions on the voter
instruction form or proxy ballot they receive from their bank, broker, or other
agent.
The method of voting used will not limit a Stockholder's right to
attend the Meeting.
Revocation of Proxy
A Stockholder who so desires may revoke his proxy at any time before it
is voted at the Meeting by: (i) delivering written notice to the Company
(attention: Corporate Secretary); (ii) delivering a proxy that is dated later;
or (iii) casting a ballot at the Meeting. Attendance at the Meeting will not in
and of itself constitute a revocation of a proxy. Beneficial owners who hold
2
their stock in street name cannot revoke their proxies in person at the Meeting
because the Stockholders of record who have the right to cast the votes will not
be present. If they wish to change their votes after returning voting
instructions, beneficial owners should contact their brokers or other agents
before the Meeting to determine whether they can do so.
RECORD DATE; SHARES OUTSTANDING AND ENTITLED TO VOTE
Only Stockholders as of the close of business on April 5, 2002 (the
"Record Date") are entitled to notice of and to vote at the Meeting. As of the
Record Date, there were 7,020,309 shares of Common Stock outstanding and
entitled to vote, with each share entitled to one vote. See "Security Ownership
of Certain Beneficial Owners and Management."
QUORUM; REQUIRED VOTES
The presence at the Meeting, in person or by duly authorized proxy, of
the holders of a majority of the shares of stock entitled to vote constitutes a
quorum for this Meeting. Each share of Common Stock entitles the holder to one
vote on each matter presented for Stockholder action.
The affirmative vote of a plurality of the votes cast in person or by
proxy is necessary for the election of directors (Proposal 1). The affirmative
vote of a majority of the outstanding stock entitled to vote at the Meeting,
cast in person or by proxy, is necessary for the approval of the amendment of
the Company's Restated Certificate of Incorporation to change the name of the
Company from "Alltrista Corporation" to "J____ Corporation" (Proposal 2). The
affirmative vote of a majority of the votes cast in person or by proxy is
necessary for the ratification of the appointment of Ernst & Young LLP as the
Company's independent auditors for the year ended December 31, 2002 (Proposal
3).
Since the affirmative vote of a plurality of votes cast is required for
the election of directors (Proposal 1), abstentions and "broker non-votes" will
have no effect on the outcome of such election. Since the affirmative vote of a
majority of the outstanding stock entitled to vote at the Meeting is required
for the amendment of the Company's Certificate of Incorporation to change the
name of the Company from "Alltrista Corporation" to "J____ Corporation"
(Proposal 2), abstentions and "broker non-votes" will have the same effect as a
negative vote. Since the affirmative vote of a majority of the votes cast is
necessary for the ratification of the appointment of independent auditors
(Proposal 3), abstentions will have the same effect as a negative vote, but
"broker non-votes" will have no effect on the outcome of the vote.
Votes at the Meeting will be tabulated by an inspector of election
appointed by the Company or the Company's transfer agent. Brokers holding shares
for beneficial owners must vote those shares according to the specific
instructions they receive from beneficial owners. If specific instructions are
not received, brokers may be precluded from exercising their discretion,
depending on the type of proposal involved. Shares as to which brokers have not
exercised discretionary authority or received instructions from beneficial
owners are considered "broker non-votes," and will be counted for purposes of
determining whether there is a quorum.
3
PROXY SOLICITATION
The Company will bear the costs of the solicitation of proxies for the
Meeting. Directors, officers and employees of the Company may solicit proxies
from stockholders by mail, telephone, telegram, personal interview or otherwise.
Such directors, officers and employees will not receive additional compensation
but may be reimbursed for out-of-pocket expenses in connection with such
solicitation. Brokers, nominees, fiduciaries and other custodians have been
requested to forward soliciting material to the beneficial owners of Common
Stock held of record by them and such custodians will be reimbursed for their
reasonable expenses.
IT IS DESIRABLE THAT AS LARGE A PROPORTION AS POSSIBLE OF THE
STOCKHOLDERS' INTERESTS BE REPRESENTED AT THE MEETING. THEREFORE, EVEN IF YOU
INTEND TO BE PRESENT AT THE MEETING, YOU ARE REQUESTED TO DELIVER A PROXY TO
ENSURE THAT YOUR STOCK WILL BE REPRESENTED. IF YOU ARE PRESENT AT THE MEETING
AND DESIRE TO DO SO, YOU MAY WITHDRAW YOUR PROXY AND VOTE IN PERSON BY GIVING
WRITTEN NOTICE TO THE SECRETARY OF THE COMPANY. PLEASE DELIVER YOUR PROXY
PROMPTLY.
4
SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth certain information regarding beneficial
ownership of our Common Stock as of April 5, 2002, by (i) each person or entity
known to us owning beneficially 5% or more of our Common Stock, (ii) each of our
directors, (iii) each of our executive officers and (iv) all directors and
executive officers as a group. Unless otherwise noted shares are owned directly
or indirectly with sole voting and investment power.
AXA Financial, Inc.
1290 Avenue of the Americas, 11th Floor
New York, NY 10104................................................ 677,977(3) 9.7%
Marlin Partners II, L.P.
555 Theodore Fremd Avenue
Rye, NY 10580..................................................... 647,100 9.2%
First Manhattan Co.
437 Madison Avenue
New York, NY 10022................................................ 634,222(4) 9.0%
Steel Partners II, L.P.
150 East 52nd Street, 21st Floor
New York, NY 10022................................................ 526,000(5) 7.5%
Dimension Fund Advisors Inc.
1299 Ocean Avenue, 11th Floor
Santa Monica, CA 90401............................................ 493,850(6) 7.0%
Kennedy Capital Management, Inc.
10829 Olive Blvd.
St. Louis, MO 63141............................................... 476,700(7) 6.8%
Martin E. Franklin................................................ 997,100(8) 14.2%
Ian G.H. Ashken................................................... 817,100(9) 11.6%
Douglas W. Huemme................................................. 23,675(10) *
Richard L. Molen.................................................. 27,400(11) *
Lynda W. Popwell.................................................. 25,425(12) *
Patrick W. Rooney................................................. 27,500(13) *
David L. Swift.................................................... 28,100(14) *
5
Shares
Beneficially
Name and Address Owned (1) Percent (2)
- ---------------- -------------- -------------
J. David Tolbert.................................................. 8,928(15) *
Robert L. Wood.................................................... 23,000(10) *
Irwin D. Simon.................................................... -0- *
All directors and executive officers as a group (9 persons)....... 1,978,228 27.6%
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* Less than 1%
(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any share of Common Stock that such person has the right
to acquire within 60 days.
(2) Percent of class is based on the common stock outstanding and entitled
to vote as of April 5, 2002. There were 7,020,309 shares outstanding
and entitled to vote as of April 5, 2002.
(3) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on February 11, 2002 by a group (collectively referred to
hereinafter as the "AXA Group") and their subsidiaries. The AXA Group
includes AXA Financial, Inc.; AXA, the majority shareholder of AXA
Financial, Inc.; and four French mutual insurance companies which, as
a group, control AXA: AXA Assurances, I.A.R.D. Mutuelle, AXA
Assurances Vie Mutuelle, AXA Conseil Vie Assurances Mutuelle and AXA
Courtage Assurances Mutuelle. The address of AXA is 25, avenue
Matignon, 75008 Paris, France. The address of AXA Assurances I.A.R.D.
Mutuelle, AXA Assurances Vie Mutuelle, and AXA Conseil Vie Assurances
Mutuelle is 370, rue Saint Honore, 75001 Paris, France. The address of
AXA Courtage Assurances Mutuelle is 26, rue Louis le Grand, 75002
Paris, France. The AXA Group has sole dispositive power with respect
to 677,977 of such shares, sole voting power with respect to 577,722
of such shares, and shared voting power with respect to 4,005 of such
shares.
(4) Based solely on Schedule 13G/A filed with the Securities and Exchange
Commission on February 5, 2002. The Schedule 13G/A further reports
that First Manhattan Co. has sole dispositive and voting power with
respect to 18,050 of such shares, shared dispositive power with
respect to 616,172 of such shares, and shared voting power with
respect to 606,282 of such shares.
(5) Based solely on Schedule 13D filed with the Securities and Exchange
Commission on February 20, 2002.
(6) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on January 30, 2002.
(7) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on February 14, 2002.
(8) Includes 50,000 shares of unvested restricted stock and 647,100 shares
beneficially owned by Marlin Partners II, L.P.
(9) Includes 20,000 shares of unvested restricted stock and 647,100 shares
beneficially owned by Marlin Partners II, L.P.
(10) Includes 22,000 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.
(11) Includes 26,050 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.
(12) Includes 24,000 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.
(13) Includes 25,700 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.
(14) Includes 26,400 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.
(15) Includes 6,375 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days. Also includes 200 shares of
vested restricted stock exercisable within 60 days.
6
The Company is not aware of any material proceedings to which any
director, executive officer or affiliate of the Company, or any security holder,
including any owner of record or beneficially of more than 5% of any class of
the Company's voting securities, is a party adverse to the Company or has a
material interest adverse to the Company.
7
PROPOSAL 1
ELECTION OF DIRECTORS
The Restated Certificate of Incorporation of the Company provides that
the maximum number of directors shall be nine and the minimum number shall be
two. The Board of Directors of the Company is divided into three classes of
directors having staggered three-year terms of office. At each annual meeting of
Stockholders, the successor of each director whose term expires at that annual
meeting is elected to hold office for a term expiring at the annual meeting of
Stockholders held in the third year following the year of his or her election,
or until their successors have been elected and qualified in accordance with the
Company's Restated Certificate of Incorporation and Bylaws. Pursuant to the
Restated Certificate of Incorporation, in general, any vacancies on our Board of
Directors resulting from death, resignation, disqualification, removal or other
cause shall be filled by an affirmative vote of a majority of the remaining
directors then in office.
The terms of office of the Class I Directors, including David L. Swift
and Martin E. Franklin, expire at the 2003 annual meeting. The terms of office
of the Class II Directors, including Richard L. Molen, Lynda W. Popwell, and Ian
G.H. Ashken, expire at the 2004 annual meeting. The terms of office of the Class
III Directors, including Douglas W. Huemme, Patrick W. Rooney, and Robert L.
Wood, expire at this Meeting and each of Messrs. Huemme and Wood is nominated
for reelection. Mr. Rooney has decided not to stand for reelection. Mr. Irwin D.
Simon has also been nominated for election as a Class III director. There are no
family relationships among any of the directors or executive officers of the
Company.
Unless otherwise specified, each proxy received will be voted for the
election as directors of the three nominees named below to serve until the 2005
annual meeting of Stockholders and until their successors shall have been duly
elected and qualified. Each of the nominees has consented to be named a nominee
in the Proxy Statement and to serve as a director if elected. Should any nominee
become unable or unwilling to accept a nomination or election, the persons named
in the enclosed proxy will vote for the election of a nominee designated by the
Board of Directors or will vote for such lesser number of directors as may be
prescribed by the Board of Directors in accordance with the Bylaws of the
Company.
8
THE FOLLOWING PERSONS HAVE BEEN NOMINATED AS CLASS III DIRECTORS:
Director
Name Age Since Business Experience
- ---- --- -------- -------------------
Douglas W. Huemme 60 1999 Mr. Huemme was Chairman and Chief Executive Officer of Lilly
Industries, Inc. from 1990 until his retirement in December
2000. He also served as President of Lilly Industries, Inc.
from 1990 until April 1999. Mr. Huemme was elected a director
of Lilly Industries, Inc. in 1990.
Robert L. Wood 47 2000 Mr. Wood has been Business Group President for Thermosets for
The Dow Chemical Company since April 2000. He served as
Business Vice President for Polyurethanes of The Dow Chemical
Company from May 1997 until April 2000. He served as Business
Vice President for Engineering Plastics of Dow Plastics, The
Dow Chemical Company from October 1995 until May 1997. Mr.
Wood also serves as a director for CoMerica Bank's Midland
Region.
Irwin D. Simon 43 -- Mr. Simon has been the President and Chief Executive Officer
and a director of Hain Celestial Group, Inc., a marketer and
distributor of natural, organic and specialty food products
and a NASDAQ company ("Hain"), since May 1993. Mr. Simon was
appointed Chairman of the Board of Directors of Hain in April
2000. From December 1990 through December 1992, Mr. Simon was
employed in various marketing capacities with Slim-Fast Foods
Company, a national marketer of meal replacement and weight
loss food supplements. From 1986 through 1990, Mr. Simon held
a number of positions with The Haagen-Dazs Company, a
manufacturer and distributor of premium ice cream and related
products, and its affiliated companies. Mr. Simon also serves
as a director of Technology Flavors & Fragrances, Inc. and
other privately held companies.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE
ELECTION OF EACH OF DOUGLAS W. HUEMME, ROBERT L. WOOD, AND IRWIN D. SIMON, OUR
CLASS III DIRECTOR NOMINEES.
9
THE TERMS OF THE FOLLOWING CLASS I DIRECTORS EXPIRE AT THE 2003 ANNUAL MEETING:
Director
Name Age Since Business Experience
- ---- --- -------- -------------------
Martin E. Franklin 37 2001 Mr. Franklin is our Chairman and Chief Executive Officer. Mr.
Franklin was appointed to our board of directors on June 25,
2001 and became Chairman and Chief Executive Officer effective
September 24, 2001. Mr. Franklin is also a managing member of
Marlin Management, L.L.C., the general partner of Marlin
Partners II, L.P. He also has been the Chairman and Chief
Executive Officer of the general partner of Marlin Capital,
L.P., a private investment partnership, and its affiliates
since October 1996. Mr. Franklin was the Chairman of the Board
of Directors of Bolle Inc. from February 1997 until February
2000. Mr. Franklin previously held positions as Chairman and
Chief Executive Officer of Lumen Technologies, Inc. (formerly
BEC Group, Inc.) from May 1996 to December 1998, and Benson
Eyecare Corporation from October 1992 to May 1996. Since
January 1, 2002, Mr. Franklin has served as the Chairman of
the Board of Directors of Find/SVP, Inc., a Nasdaq OTC
Bulletin Board company.
David L. Swift 65 1993 Mr. Swift was Chairman, President and Chief Executive Officer
of Acme-Cleveland Corporation from January 1993 until his
retirement in July 1996. Mr. Swift served as President and
Chief Executive Officer of Acme-Cleveland Corporation since
April 1987. Mr. Swift also serves as a director of LESCO,
Inc., Twin Disc, Incorporated and CUNO Incorporated.
THE TERMS OF THE FOLLOWING CLASS II DIRECTORS EXPIRE AT THE 2004 ANNUAL MEETING:
Director
Name Age Since Business Experience
- ---- --- -------- -------------------
Ian G.H. Ashken 41 2001 Mr. Ashken is our Vice Chairman, Chief Financial Officer and
Secretary. Mr. Ashken was appointed to our board of directors
on June 25, 2001 and became Vice Chairman, Chief Financial
Officer and Secretary effective September 24, 2001. Mr. Ashken
is also a managing member of Marlin Management, L.L.C., the
general partner of Marlin Partners II, L.P. He also has been
the Vice Chairman and Executive Vice President of the general
partner of Marlin Capital, L.P., a private investment
partnership, and its affiliates since October 1996. Mr. Ashken
was the Vice Chairman of the Board of Directors of Bolle, Inc.
from December 1998 until February 2000. From February 1997
until his appointment as Vice Chairman, Mr. Ashken was the
Chief Financial Officer and a director of Bolle. Mr. Ashken
previously held positions as Chief Financial Officer and a
director of Lumen Technologies, Inc. from May 1996 to December
1998 and Benson Eyecare Corporation from October 1992 to May
1996.
Richard L. Molen 61 1993 Mr. Molen was Chairman, President and Chief Executive Officer
of Huffy Corporation from September 1994 until his retirement
in December 1997. Mr. Molen served as President and Chief
Executive Officer of Huffy Corporation since April 1993, and
has served on its Board of Directors since June 1984. Mr.
Molen also serves as a director of Huntington Bank and
Concrete Technology, Inc.
Lynda W. Popwell 57 1997 Ms. Popwell was President, Carolina Eastman Division of
Eastman Chemical Company from January 1998 until her
retirement in January 2000. From August 1995 until December
1997, she was Vice President, Health, Safety, Environment and
Security and Vice President, Quality of Eastman Chemical
Company. Ms. Popwell served as Vice President, Tennessee
Eastman Division from October 1994 until July 1995.
10
COMMITTEES OF THE BOARD
During 2001, the Board of Directors held ten meetings. The Board of
Directors had standing Audit, Executive Compensation, and Nominating Committees.
During 2001, all of the directors then in office attended at least 75% of the
total number of meetings of the Board of Directors and the Committees of the
Board of Directors on which they served held during the period for which he or
she has been a director, other than Mr. Wood. The Executive Compensation, and
Nominating Committees do not meet on a regular basis, but only as circumstances
require.
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee reviews management recommendations
for executive compensation, including incentive compensation and stock option
plans and makes recommendations to the board of directors concerning levels of
executive compensation and adoption of incentive and stock option plans. During
2001, the Executive Compensation Committee consisted of Messrs. Rooney
(Chairman), Molen, Swift, and Wood. The Compensation Committee met four times
during 2001.
NOMINATING COMMITTEE
The purpose of the Nominating Committee is to identify, evaluate and
nominate candidates for election to the Board of Directors. The Nominating
Committee will consider nominees recommended by Stockholders. The names of such
nominees should be forwarded to Ian G.H. Ashken, Corporate Secretary, Alltrista
Corporation, 555 Theodore Fremd Avenue, Rye, New York 10580, who will submit
them to the committee for its consideration. During 2001, the Nominating
Committee consisted of Messrs. Molen (Chairman), Huemme and Franklin and Ms.
Popwell. Messrs. Rooney and Clark also served as members of the Nominating
Committee during the first half of 2001. The Nominating Committee met once
during 2001.
AUDIT COMMITTEE
The Audit Committee is comprised of four independent directors (as
independence is defined by the rules of the New York Stock Exchange): Ms.
Popwell and Messrs. Swift (Committee Chairman), Rooney, and Wood. The duties of
the Audit Committee are to: (a) recommend for nomination by the Board of
Directors the independent certified public accountants who shall conduct the
annual audit of the Company; (b) assist the Board of Directors in fulfilling its
fiduciary responsibilities relating to corporate accounting and reporting
practices through review of accounting principles, policies, and changes
thereto, financial statements, and general financial disclosure procedures; (c)
maintain, through periodic meetings, a direct line of communication with the
independent accountants to provide for exchanges of views and information; and
(d) review management's evaluation of the adequacy of the Company's internal
control structure and the extent to which major recommendations made by the
independent accountants have been implemented. The number of meetings held
during the year is set forth in the "Report of the Audit Committee," included in
this annual proxy statement. The Audit Committee is governed by a written
charter approved by the Board of Directors.
11
REPORT OF THE AUDIT COMMITTEE
The Audit Committee oversees the Company's financial reporting
process on behalf of the Board of Directors. Management has the primary
responsibility for the financial statements and the reporting process including
the systems of internal controls. In fulfilling its oversight responsibilities,
the Committee reviewed the audited financial statements in the Annual Report
with management including a discussion of the quality, not just the
acceptability, of the accounting principles, the reasonableness of significant
judgments, and the clarity of disclosures in the financial statements.
The Committee reviewed with the independent auditors, who are
responsible for expressing an opinion on the conformity of those audited
financial statements with generally accepted accounting principles, their
judgments as to the quality, not just the acceptability, of the Company's
accounting principles and such other matters as are required to be discussed
with the Committee under generally accepted auditing standards. In addition, the
Committee has discussed with the independent auditors the auditors' independence
from management and the Company, including the matters in the written
disclosures required by the Independence Standards Board, and considered the
compatibility of non-audit services with the auditors' independence.
The Committee discussed with the Company's independent auditors the
overall scope and plans for their respective audits. The Committee meets with
the independent auditors, with and without management present, to discuss the
results of their examination, their evaluation of the Company's internal
controls, and the overall quality of the Company's financial reporting. The
Committee held two meetings during year 2001.
In reliance on the reviews and discussions referred to above, the
Committee recommended to the Board of Directors (and the Board approved) that
the audited financial statements be included in the Annual Report on Form 10-K
for the year ended December 31, 2001 for filing with the Securities and Exchange
Commission. The Committee and the Board have also recommended the selection of
the Company's independent auditors for the year 2002.
Respectfully submitted. Audit Committee
David L. Swift, Chairman
Lynda W. Popwell
Patrick W. Rooney
Robert L. Wood
COMPENSATION OF DIRECTORS
During 2001, directors who were not employees of the Company received
as compensation an annual retainer of $12,000 and an annual fee of $1,500 if he
or she served as chairman of a Board committee. In addition, non-employee
directors were paid a fee of $750 for attendance at each Board meeting, $600 per
day for attendance at one or more committee meetings, $625 for participation in
a telephonic Board meeting, and $500 for participation in a telephonic committee
meeting. Directors who are also employees of the Company receive no additional
compensation for their service on the Board or on any Board committee. As of
January
12
1, 2002, non-employee directors will receive a flat retainer of $20,000 per
year, payable in quarterly installments. No additional fees will be paid for
meeting attendance or chairmanships of committees.
Pursuant to the 1997 Deferred Compensation Plan for Directors, which
was terminated in December 2001, non-employee directors could elect to receive
in cash all or any part of the director compensation payable, with the remaining
portion deferred under various deferred compensation options selected by the
participant. The participant could elect to have the deferrals paid at a future
date, either in a lump sum or in up to fifteen substantially equal annual
installments.
The Company's 1998 Long-Term Equity Incentive Plan authorizes the grant
of an option to acquire 1,000 shares of Common Stock on April 30 of each year to
each non-employee director. In addition, on December 13, 2001, the Company
authorized the grant of an additional option under the 1998 Plan to acquire an
additional 1,000 shares of Common Stock to each of our non-employee directors
holding office on April 30, 2002. In addition, pursuant to the 2001 Plan, Ms.
Popwell and Messrs. Huemme, Molen, Rooney, Swift and Wood each were granted an
option to acquire 20,000 shares of common stock in 2001. The exercise price for
each share of the Common Stock subject to the option granted to each such
director is equal to the fair market value of a share of the Common Stock as of
the date such option is granted. The options are non-qualified options and
expire ten years after the date they are granted.
INVOLVEMENT IN CERTAIN LEGAL PROCEEDINGS
No director, executive officer, or person nominated to become a
director or executive officer has within the last five years: (i) had a
bankruptcy petition filed by or against, or a receiver, fiscal agent or similar
officer appointed by a court for, any business of such person or entity with
respect to which such person was a general partner or executive officer either
at the time of the bankruptcy or within two years prior to that time; (ii) been
convicted in a criminal proceeding or is currently subject to a pending criminal
proceeding (excluding traffic violations or similar misdemeanors); (iii) been
subject to any order, judgment or decree, not subsequently reversed, suspended
or vacated, of any court of competent jurisdiction, permanently or temporarily
enjoining, barring, suspending or otherwise limiting his involvement in any type
of business, securities or banking activities or practice; (iv) been found by a
court of competent jurisdiction (in a civil action), the Securities and Exchange
Commission (the "Commission") or the Commodity Futures Trading Commission to
have violated a federal or state securities or commodities law, and the judgment
has not been reversed, suspended or vacated.
13
EXECUTIVE OFFICERS OF THE COMPANY
The following table sets forth the name, age and position of each of
our executive officers as of April 5, 2002. The executive officers of the
Company are appointed by and serve at the discretion of the Board of Directors
of the Company.
NAME AGE POSITION
- ---- --- --------
Martin E. Franklin 37 Chairman and Chief Executive Officer
Ian G.H. Ashken 41 Vice Chairman, Chief Financial Officer and Secretary
J. David Tolbert 41 Vice President, Human Resources and Administration
See the table of nominees for election as directors for biographical
data with respect to Martin E. Franklin and Ian G.H. Ashken.
J. DAVID TOLBERT. Mr. Tolbert is our Vice President, Human Resources
and Administration. From April 1997 to October 1998, Mr. Tolbert served as our
Vice President, Human Resources and Corporate Risk. From October 1993 to April
1997, Mr. Tolbert served as our Director of Human Resources. Since joining Ball
Corporation in 1987, Mr. Tolbert served in various human resource and operating
positions throughout the Company.
14
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following summary compensation table sets forth information
concerning the annual and long-term compensation earned by the Company's chief
executive officers and four other executive officers of the Company whose annual
salary and bonus during fiscal 2001 exceeded $100,000 (collectively, the "Named
Executive Officers"). Kevin D. Bower and Thomas B. Clark resigned from the
Company as of September 24, 2001 and Jerry T. McDowell resigned from the Company
as of September 28, 2001. Martin E. Franklin was appointed Chairman and Chief
Executive Officer and Ian G. H. Ashken was appointed Vice Chairman, Chief
Financial Officer and Secretary on September 24, 2001.
Annual Compensation Long-Term Compensation
- -----------------------------------------------------------------------------------------------------------------------
Securities All Other
Name and Principal Position Year Salary Bonus Underlying LTIP Payouts Compensation
($ ) ($) Options/SARS (#) ($) (5) ($) (6)
- -----------------------------------------------------------------------------------------------------------------------
Martin E. Franklin (1) 2001 50,000 -- 300,000 -- --
Chairman and Chief Executive
Officer
Ian G.H. Ashken (1) 2001 50,000 -- 150,000 -- --
Vice Chairman, Chief Financial
Officer, and Secretary
J .David Tolbert 2001 140,384 -- 15,000 -- 10,365
Vice President, Human Resources 2000 134,653 -- 7,500 -- 10,119
and Administration 1999 129,615 77,769 -- -- 9,887
Thomas B. Clark(2) 2001 262,898 -- -- 28,660 1,307,090
Former Chairman, President and 2000 331,923 -- 15,000 -- 65,856
Chief Executive Officer 1999 309,461 402,300 -- 3,226 48,152
Kevin D. Bower(3) 2001 140,538 -- -- -- 610,655
Former Senior Vice President 2000 174,615 -- 10,000 -- 13,805
and
Chief Financial Officer 1999 157,692 157,692 -- 860 12,400
Jerry T. McDowell (4) 2001 193,350 55,156 -- 13,055 376,955
Former Group Vice President 2000 216,407 -- 10,000 -- 52,217
Metal Products 1999 201,638 201,638 -- 22,630 57,097
(1) Martin E. Franklin was appointed Chairman and Chief Executive Officer
September 24, 2001. Ian G.H. Ashken was appointed Vice Chairman, Chief
Financial Officer and Secretary on September 24, 2001. During 2001,
Messrs. Franklin and Ashken were each paid an initial annual salary of
$200,000. In connection with such employment, the Company granted
300,000 options to purchase Common Stock to Mr. Franklin and
15
150,000 options to purchase Common Stock to Mr. Ashken. Effective
January 1, 2002, the Company entered into employment agreements with
each of Mr. Franklin and Mr. Ashken. See "Employment Agreements,"
below.
(2) Mr. Clark resigned as Chairman, President and Chief Executive Officer of
the Company as of September 24, 2001.
(3) Mr. Bower resigned as Senior Vice President and Chief Financial Officer
of the Company as of September 24, 2001.
(4) Mr. McDowell resigned as Group Vice President of Metal Products as of
September 28, 2001.
(5) Represents amounts paid from the "bank" under the Company's EVA/Growth
Plan for prior performance. For the year 2000, the following negative
performance amounts were applied against the positive bank balances
carried over from prior year's performance, thus reducing the balances
that otherwise would have been distributed in future years: Mr. Clark,
($58,252); Mr. Bower ($23,573); Mr. McDowell, ($30,297) and Mr. Tolbert,
($10,906).
(6) The amounts shown in the All Other Compensation column for 2001 are
comprised as follows:
Mr. Clark--a severance payment of $1,284,871; above-market interest on
deferred compensation account, approximately $4,927; life insurance
premiums, $621; long-term disability premiums, $6,363; the Company's
match on the employee's 401(k) contribution, $6,800; and the Company's
payment for this executive's financial planning services, $3,508.
Mr. Bower--a severance payment of $600,000; life insurance premiums,
$690; long-term disability premiums, $801; the Company's match on the
employee's 401(k) contribution, $5,621; and the Company's payment for
this executive's financial planning services, $3,543.
Mr. McDowell--a severance payment of $344,740; above-market interest on
deferred compensation account, approximately $9,029; life insurance
premiums, $690; long-term disability premium, $1,103; the Company's
match on the employee's 401(k) contribution, $6,800; the Company's
additional contribution to the employee's 401(k), $11,050; and the
Company's payment for this executive's financial planning services,
$3,543.
Mr. Tolbert--life insurance premiums, $751; long-term disability
premiums, $693; the Company's match on the employee's 401(k)
contribution, $5,615; the Company's additional contribution to the
employee's 401(k), $2,106; and the Company's contribution to Employee
Stock Purchase Plan, $1,200.
See "Separation Agreements" below for further information regarding
payments made, and benefits granted, to Messrs. Clark, Bower and
McDowell in connection with their separation from the Company.
16
OPTIONS GRANTED IN 2001
POTENTIAL REALIZABLE VALUE AT ASSUMED RATES OF STOCK
INDIVIDUAL GRANTS PRICE APPRECIATION FOR OPTION TERM (3)
-------------------------------------------------------------------------------------------
PERCENTAGE
NAME NUMBER OF OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
UNEXERCISED EMPLOYEES IN EXERCISE
OPTIONS FISCAL PRICE PER EXPIRATION
GRANTED 2001 SHARE DATE 5% 10%
---------------------------------------------------------------------------------------------------------------------
Martin E. Franklin(1) 300,000 56.6% $10.95 9/24/11 $2,065,919 $5,235,440
Ian G.H. Ashken(1) 150,000 28.3% $10.95 9/24/11 $1,032,960 $2,617,720
J. David Tolbert(2) 15,000 2.8% $10.95 9/24/11 $103,290 $261,772
- -------------
(1) Options were granted to the Named Executive Officers on September 24,
2001, subject to stockholder approval, which was obtained on December
18, 2001. Messrs. Franklin and Ashken's options were exercised on
January 24, 2002, which is the day after our Common Stock price reached
$17.00 per share.
(2) Options were granted on September 24, 2001, and are exercisable in four
equal annual installments beginning one year from the date of grant.
(3) The dollar amounts under these columns are the result of calculation at
the 5% and 10% rates set by the Commission and therefore are not
intended to forecast possible future appreciation, if any, in the market
value of our Common Stock.
17
LONG-TERM INCENTIVE PLANS - AWARDS IN 2001
The following table summarizes the performance share grants of stock
equivalent units in 2001 for the Named Executives Officers. Kevin D. Bower and
Thomas B. Clark resigned from the Company as of September 24, 2001 and Jerry T.
McDowell resigned from the Company as of September 28, 2001.
ESTIMATED FUTURE PAYOUTS
UNDER NON-STOCK PRICE-BASED PLANS (5)(6)
-------------------------------------------------------
PERFORMANCE
NUMBER OF PERIOD UNTIL THRESHOLD TARGET MAXIMUM (# OF
NAME UNITS MATURATION (# OF SHARES) (# OF SHARES) SHARES)
--------------------------------------------------------------------------------------------------------------------
J. David Tolbert 864(4) 2001-2003 -- 864 1,296
527(3) 2000-2002 -- 527 791
486(2) 1999-2001 -- 486 729
Thomas B. Clark(1) 4,904(4) 2001-2003 -- -- --
2,992(3) 2000-2002 -- -- --
2,759(2) 1999-2001 -- -- --
Kevin D. Bower(1) 1,481(4) 2001-2003 -- -- --
904(3) 2000-2002 -- -- --
833(2) 1999-2001 -- -- --
Jerry T. McDowell(1) 1,481(4) 2001-2003 -- -- --
904(3) 2000-2002 -- -- --
833(2) 1999-2001 -- -- --
(1) In connection with the resignation of this executive officer and
pursuant to a Separation Agreement and General Release, this executive
officer has no right to receive any future payments under this program.
See "Separation Agreements", below.
(2) The third grant of Stock Equivalent Units ("Units") for the performance
period of three consecutive calendar years beginning January 1, 1999,
under the 1998 Long-Term Equity Incentive Plan. The three-year program
1999-2001 ended December 31, 2001 and as a result of the actual levels
of performance during the period no payout was made for this plan.
(3) The second grant of stock Units for the performance period of three
consecutive calendar years beginning January 1, 2000, under the 1998
Long-Term Equity Incentive Plan.
(4) The first grant of stock Units for the performance period of three
consecutive years beginning January 1, 2001, under the 1998 Long-Term
Equity Incentive Plan.
(5) Units will be convertible into shares of Common Stock following the end
of the three-year performance period based on the Company's actual
performance compared to threshold, target and maximum performance
levels established by the Committee. If the threshold level of
performance is not exceeded, the Units will be forfeited and no shares
of Common Stock will be issued. If the target level of performance is
achieved, then Units will be convertible into shares of Common Stock
equal in number to the target number of shares of Common Stock. If the
maximum level of performance is achieved or exceeded, then Units will
be convertible into shares of Common Stock equal in number to 150% of
the target number of shares. The number of shares into which Units are
convertible for levels of performance between threshold and target and
between target and maximum will be based on interpolation. If a
recipient of Units terminates employment prior to the end of the
three-year performance period for any reason other than retirement,
disability or death, the recipient forfeits all rights with respect to
the Units.
18
(6) The Estimated Future Payout for Target and Maximum are as of the grant
date for each performance period. The three-year program 1999-2001
ended December 31, 2001 and as a result of the actual levels of
performance during the three-year period there was no payout for this
Plan.
19
AGGREGATE OPTION EXERCISES IN 2001 AND 2001 YEAR END OPTION VALUES
The following table contains certain information regarding options to
purchase Common Stock held as of December 31, 2001, by each of the Named
Executive Officers. None of the Named Executive Officers exercised stock options
during 2001. The stock options listed below were granted without tandem stock
appreciation rights and without freestanding stock appreciation rights
outstanding.
VALUE OF UNEXERCISED
NUMBER OF SECURITIES IN-THE-MONEY
UNDERLYING UNEXERCISED OPTIONS AT DECEMBER 31,
OPTIONS AT 12/31/01 2001 ($) (1)
-----------------------------------------------------------
SHARES
NAME ACQUIRED ON VALUE NON- NON-
EXERCISE REALIZED EXERCISABLE EXERCISABLE XERCISABLE EXERCISABLE
----------------------------------------------------------------------------------------------------------------
Martin E. Franklin -0- $0.00 -0- 300,000 -0- 1,425,000
Ian G.H. Ashken -0- $0.00 -0- 150,000 -0- 712,500
J. David Tolbert -0- $0.00 6,375 20,625 8,450 89,250
Thomas B. Clark -0- $0.00 48,500 -0- 66,375 -0-
Kevin D. Bower -0- $0.00 21,459 -0- 35,575 -0-
Jerry T. McDowell -0- $0.00 37,752 -0- 57,958 -0-
(1) Before taxes. The dollar value reported is based on the difference
between the exercise price of the option outstanding and the market
price of Common Stock at the close of trading on December 31, 2001. The
closing market price on that date was $15.70 per share.
REPORT ON EXECUTIVE COMPENSATION BY THE BOARD OF DIRECTORS
AND THE COMPENSATION COMMITTEE
Introduction
The Company's Executive Compensation Committee ("Committee") consists
of four directors, all of whom have considerable experience in executive
compensation issues and management development. No member of the Committee has
ever been an officer or employee of the Company, nor is there a direct or
indirect relationship between any of the members of the Committee and any of the
Company's executive officers.
The Board of Directors of the Company has maintained certain benefit
plans in 2001. These plans currently include:
o 2001 Stock Option Plan (the "2001 Plan");
o 1998 Long-Term Equity Incentive Plan (the "Equity Plan"); and
o 1996 Employee Stock Purchase Plan (the "1996 Plan").
The following benefit plans of the Company were terminated during
2001:
o 1999 Economic Value Added and Growth Incentive Compensation Plan
for Key Members of Management ("EVA/Growth Plan");
o 1993 Deferred Compensation Plan;
20
o 1997 Deferred Compensation Plan for Directors;
o 1998 Performance Share Plan; and
o Excess Savings and Retirement Plan.
The Committee annually determines compensation of the Company's
senior management and its executive officers, oversees the administration of
executive programs, and has approved a compensation philosophy for the Company,
which is described below.
Executive Compensation Philosophy
The basic elements of the Company's compensation philosophy are to
provide competitive annual compensation combined with long-term reward
opportunities and risks by linking management's compensation to the Company's
success in creating value for its stockholders. The total compensation package,
which includes base salary, incentive compensation and long-term incentive
opportunities in the form of stock, is designed to allow the Company to attract,
motivate, and retain top-quality executives.
Cash Compensation
For 2001, base salaries and target incentive compensation
participation rates (percentage of base salary) for the Company's executive
officers were established by the Committee. Base salary and incentive
compensation (total cash compensation) earned in 2001 by the Named Executive
Officers are reflected in the "Salary" and "Bonus" columns in the Summary
Compensation Table. For 2001, as a result of the poor financial results of the
Company, Mr. McDowell was the only executive officer who received an incentive
compensation payout.
Long-Term, Equity-Based Employee Incentive Compensation
The Equity Plan and 2001 Plan are designed to give the Board
discretion and flexibility in designing incentive compensation packages to
motivate executive officers and key employees and to maximize stockholder value.
Pursuant to these plans, the Board may issue to non-employee directors,
executive officers and key employees of the Company incentive stock options,
nonqualified stock options, restricted stock, stock equivalent units, stock
appreciation rights and other stock-related forms of incentive compensation. The
specific types and size of awards to be granted (other than options granted to
non-employee directors) and the terms and conditions of such awards are
determined by the Committee subject to the provisions of the Equity Plan.
Under the Company's Equity Plan, stock options may be granted to the
Company's executive officers and other key employees. The Committee has set
guidelines which determine the number of shares to be granted and the frequency
of stock option awards. These guidelines, which are applicable to all
participants including the Chief Executive Officer, provide that awards will
generally be based upon the employee's position within the Company and a
subjective review of the employee's performance. Any such decision would be
subjective in nature and not based upon any objective factors. The stock option
awards to each individual are not conditioned on the number of previously
granted options. All awards are made by the Committee, which has the discretion
to elect not to award stock option grants. Under the Equity
21
Plan, stock options are typically granted with an exercise price equal to the
closing market price of the Common Stock on the date of the grant and become
exercisable at a rate of 25% annually beginning on the first anniversary of the
grant. Under the 2001 Plan, during 2001, each of the stock options were granted
with an exercise price equal to the fair market value of the Common Stock on the
date of the grant and, in general, vest when the Common Stock market price
reaches $17.00 per share. Messrs. Franklin and Ashken received stock option
grants under the 2001 Plan of 300,000 and 150,000 shares of Common Stock,
respectively, during 2001. Messrs. Franklin and Ashken exercised those options
on January 24, 2002, which is the day after our Common Stock price reached
$17.00 per share.
The Equity Plan also allows the Committee to award grants of shares
of restricted stock to select key employees, including the Named Executive
Officers. Such grants have been made primarily under circumstances associated
with initial employment or a significant increase in responsibility.
The Committee believes that the total compensation package has been
designed to motivate executive officers and focus on increasing the market value
of the Common Stock. The following tables reflect the compensation structure
being pursued by the Committee.
Respectfully submitted. Executive Compensation Committee
Patrick W. Rooney, Chairman
Richard L. Molen
David L. Swift
Robert L. Wood
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
No member of the Executive Compensation Committee during 2001 was an
officer, employee or former officer of the company or had any relationship
requiring disclosure herein pursuant to SEC regulations. No executive officer of
the company served as a member of a compensation committee or a director of
another entity under circumstances requiring disclosure under SEC regulations.
PERFORMANCE GRAPH
The graph below compares the cumulative total stockholder return on the
Company's Common Stock from December 31, 1996 through December 31, 2001, with
the cumulative total return of (a) the Dow Jones US Total Market Index, (b) the
Dow Jones Industrial - Diversified Index, (c) the Dow Jones Consumer Index and
(d) the Russell 2000 Index. The graph assumes that the beginning value of the
Common Stock and each index was $100. The comparisons in the graph below are
based on historical data and are not indicative of, or intended to forecast,
possible future performance of Common Stock. Since we have repositioned our
growth strategy to focus on Consumer Products and have sold our thermoformed
plastics operations, we have elected to replace the Dow Jones US Total Market
Index and the Dow Jones Industrial-Diversified Index used in the graph below
with the Dow Jones Consumer Index and the Russell 2000 Index. As required by
regulations of the SEC applicable to such changes, comparisons shown this year
include both indices.
22
[GRAPHIC OMITTED]
December 31, December 31, December 31, December 31, December 31, December 31,
1996 1997 1998 1999 2000 2001
-------------- --------------- ---------------- --------------- ----------------- ----------------
Alltrista 100.0 110.2 93.2 85.9 52.4 61.0
D.J. US Total 100.0 129.6 159.7 193.7 174.0 151.2
Market
D.J. Industrial 100.0 139.5 176.9 236.9 235.9 208.9
Diversified
D.J. Consumer 100.0 130.0 149.6 148.8 131.1 132.6
Russell 2000 100.0 120.5 116.4 139.2 133.3 134.7
COMPENSATION PLANS
We maintain the following plans for the benefit of our employees,
including executive officers:
o 2001 Stock Option Plan (the "2001 Plan");
o 1998 Long-Term Equity Incentive Plan (the "Equity Plan");
o 1996 Employee Stock Purchase Plan (the "1996 Plan");
o 401(k) plan;
o Health and other insurance plans.
During 2001, the Company took steps to terminate certain Company
benefit plans. They include:
o 1998 Performance Share Plan;
o 1999 Economic Value Added and Growth Incentive Compensation Plan
for Key Members of Management;
o Excess Savings and Retirement Plan;
o 1997 Deferred Compensation Plan for Directors; and
o 1993 Deferred Compensation Plan.
2001 Stock Option Plan
The purpose of the 2001 Plan is to enable the Company to provide
incentives to its executive officers and non-employee directors, to encourage
them to make substantial
23
contributions to the Company's future success, to align their compensation with
the performance of the Common Stock and to ensure that the Company can provide
competitive compensation opportunities to such personnel. Unlike awards under
the 1998 Plan, vesting of stock options granted under the 2001 Plan is primarily
intended to be tied to the increase in share value.
Under the terms of 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. In
addition, on September 24, 2001, each of the non-employee Directors of the
Company was granted Options with respect to 20,000 shares of Common Stock. All
Options granted under the 2001 Plan have a per-share exercise price equal to the
Fair Market Value (defined as the most recent closing price of a share of Common
Stock on the New York Stock Exchange) of one share of Common Stock as of the
date of grant. The per-share exercise price of the Options granted above was
$10.95 which represented the Fair Market Value of a share of Common Stock on the
date of grant.
The total number of shares of Common Stock which may be issued under
the 2001 Plan including those subject to the options granted to Messrs. Franklin
and Ashken and to the non-employee Directors noted above is limited to 650,000.
The Committee has discretion to grant additional Options with respect to an
additional 80,000 shares of Common Stock to any executive officer of the Company
and its subsidiaries.
Options granted under the 2001 Plan will vest and become exercisable on
the earlier of (i) the first date after the grant date on which the Fair Market
Value of a Common Share equals or exceeds seventeen dollars ($17.00) or (ii) the
seventh anniversary of the date of grant. All of the options granted under the
2001 Plan vested on January 24, 2002, the day after our Common Stock exceeded
$17.00 per share.
1998 Long-Term Equity Incentive Plan
The Equity Plan is designed to give the Board discretion and
flexibility in designing incentive compensation packages to motivate executive
officers and key employees to maximize shareholder value. Pursuant to the Equity
Plan, the Board may issue to non-employee directors, executive officers and key
employees of the Company incentive stock options, nonqualified stock options,
restricted stock and other stock related forms of incentive compensation. The
specific types and size of awards to be granted (other than options granted to
non-employee directors) and the terms and conditions of such awards will be
determined by the Committee, subject to the provisions of the Equity Plan.
Pursuant to the Equity Plan, non-employee Directors will only be
eligible to receive nonqualified stock options under a formula program. Subject
to certain limitations, the Equity Plan automatically grants each non-employee
Director an annual option to purchase 1,000 shares of Common Stock with an
exercise price equal to the fair market value of the shares on the date of
grant.
There are currently 280,650 shares available for issuance under the
Equity Plan.
24
1996 Employee Stock Purchase Plan
The purpose of the 1996 Plan is to encourage eligible employees of the
Company and its subsidiaries to acquire and maintain an interest in the Company
by purchasing shares of Common Stock through payroll deductions. The 1996 Plan
is intended to further align the interest of employees with those of
stockholders and to increase our employees' Common Stock ownership. The 1996
Plan is currently administered by National City Bank. Any regular full-time or
regular part-time employee of the Company is eligible to participate in the 1996
Plan after such employee has attained age 18. The maximum number of shares
reserved for sale under the 1996 Plan is 400,000 shares. The Company shall
contribute an amount equal to 20% of each participating employees actual payroll
deductions. The price of the shares purchased with the participant's payroll
deduction and Company contribution shall be the average of daily high and low
prices of the Company's shares traded during the three calendar months
proceeding the investment date on which new shares are purchased.
EMPLOYMENT AGREEMENTS
Our employment agreement with Martin E. Franklin, dated as of January
1, 2002, is for a term of two years, subject to certain termination rights and
renewal provisions. Under the employment agreement, Mr. Franklin receives an
annual base salary of $400,000, as well as a discretionary bonus of up to 50% of
base compensation each year for achieving our earnings per share budget and up
to 100% of base compensation each year for achieving 110% of our earnings per
share budget. Mr. Franklin's employment agreement also entitles him to
participate in the medical, insurance and other fringe benefit plans or policies
we may make available to, or have in effect for, our personnel with commensurate
duties from time to time. This includes maintaining a split-dollar life
insurance policy on Mr. Franklin, the annual premium not to exceed $35,000. Mr.
Franklin's employment agreement also contains a noncompetition covenant and
nonsolicitation provisions (relating to our employees and customers) during the
term of his employment and continuing for a period of 12 months after the
expiration or termination of Mr. Franklin's employment (24 months in the event
that termination is by us without cause). In the event Mr. Franklin's employment
is terminated by us without "cause" (as such term is defined in his employment
agreement) or upon "disability" (as such term is defined in his employment
agreement), Mr. Franklin will be entitled to (a) two year's base compensation,
(b) two year's target bonus that he would have been entitled to receive for the
year in which his employment was terminated, (c) the continuation of health
insurance and other benefits for two years at our expense, (d) full vesting of
any outstanding stock options on our stock, (e) the lapsing of any restrictions
over any restricted shares of our stock, and (f) the prepayment of any
outstanding amounts under his split-dollar life insurance policy. In addition,
Mr. Franklin's employment agreement may be terminated at our option for "cause"
(as such term is defined in his employment agreement).
Our employment agreement with Ian G.H. Ashken, dated as of January 1,
2002, is for a term of two years, subject to certain termination rights and
renewal provisions. Under the employment agreement, Mr. Ashken receives an
annual base salary of $250,000, as well as a discretionary bonus of up to 50% of
base compensation each year for achieving our earnings per share budget and up
to 100% of base compensation each year for achieving 110% of our earnings per
share budget. Mr. Ashken's employment agreement also entitles him to participate
in the
25
medical, insurance and other fringe benefit plans or policies we may make
available to, or have in effect for, our personnel with commensurate duties from
time to time. This includes maintaining a split-dollar life insurance policy on
Mr. Ashken, the annual premium not to exceed $30,000. Mr. Ashken's employment
agreement also contains a noncompetition covenant and nonsolicitation provisions
(relating to our employees and customers) during the term of his employment and
continuing for a period of 12 months after the expiration or termination of Mr.
Ashken's employment (24 months in the event that termination is by us without
cause). In the event Mr. Ashken's employment is terminated by us without "cause"
(as such term is defined in his employment agreement) or upon "disability" (as
such term is defined in his employment agreement), Mr. Ashken will be entitled
to (a) two year's base compensation, (b) two year's target bonus that he would
have been entitled to receive for the year in which his employment was
terminated, (c) the continuation of health insurance and other benefits for two
years at our expense, (d) full vesting of any outstanding stock options on our
stock, (e) the lapsing of any restrictions over any restricted shares of our
stock, and (f) the prepayment of any outstanding amounts under his split-dollar
life insurance policy. In addition, Mr. Ashken's employment agreement may be
terminated at our option for "cause" (as such term is defined in his employment
agreement).
Our employment agreement with J. David Tolbert, dated as of January 1,
2002, is for a term of two years, subject to certain termination rights and
renewal provisions. Under the employment agreement, Mr. Tolbert receives an
annual base salary of $150,000, as well as a discretionary bonus package based
on performance. Mr. Tolbert's employment agreement also entitles him to
participate in the medical, insurance and other fringe benefit plans or policies
we may make available to, or have in effect for, our personnel with commensurate
duties from time to time. Mr. Tolbert's employment agreement also contains a
noncompetition covenant and nonsolicitation provisions (relating to our
employees and customers) during the term of his employment and continuing for a
period of 12 months after the expiration or termination of Mr. Tolbert's
employment. In the event Mr. Tolbert's employment is terminated by us without
"cause" (as such term is defined in his employment agreement) or upon
"disability" (as such term is defined in his employment agreement), Mr. Tolbert
will be entitled to (a) one year's base compensation, (b) one year's target
bonus that he would have been entitled to receive for achieving budget for the
year in which his employment was terminated, (c) the continuation of health
insurance and other benefits for one year at our expense, (d) full vesting of
any outstanding stock options on our stock, and (e) the lapsing of any
restrictions over any restricted shares of our stock owned by Mr. Tolbert. In
addition, Mr. Tolbert's employment agreement may be terminated at our option for
"cause" (as such term is defined in his employment agreement).
SEPARATION AGREEMENTS
The Company entered into a Separation Agreement and General Release
with Thomas B. Clark as of September 24, 2001. Pursuant to the Clark Separation
Agreement, and in consideration of the Company's agreement to make the
separation payments described generally below, Mr. Clark gave a general release
of rights and claims to the Company. Under the Clark Separation Agreement, among
other things, the Company made the following separation payments:
26
o an amount of one million dollars;
o lump sum cash payment in the amount of $17,218 for three years of
insurance coverage under Cobra;
o 20,000 shares of common stock valued at $10.98 per share, less
shares to cover applicable withholding taxes;
o payment from the bank balance in an amount equal to $28,660 under
the Company's EVA/Growth Plan;
o all grants of stock options previously made to Mr. Clark became
fully vested and may be exercised before September 24, 2003;
o a cash payment of $61,070 in lieu of any unused or accrued
vacation time; and
o payments aggregating $206,453 in respect of other benefits
including a 401k match, life plan coverage, and outplacement
expenses.
Pursuant to the Clark Separation Agreement, Mr. Clark agreed to certain
non-competition and non-solicitation restrictions.
The Company entered into a Separation Agreement and General Release
with Kevin D. Bower as of September 24, 2001. Pursuant to the Bower Separation
Agreement, and in consideration of the Company's agreement to make separation
payments generally described below, Mr. Bower gave a general release of rights
and claims to the Company. Under the Bower Separation Agreement, the Company
paid Mr. Bower a separation payment of $600,000, less applicable deductions. In
addition, among other things, all stock options previously granted to Mr. Bower
became fully vested and may be exercised prior to September 25, 2003.
The Company entered into a Separation Agreement and General Release
with Jerry T. McDowell as of September 19, 2001. Pursuant to the McDowell
Separation Agreement, and in consideration of the Company's agreement to make
the separation payments described generally below, Mr. McDowell gave a general
release of rights and claims to the Company. Under the McDowell Separation
Agreement, among other things, the Company made the following separation
payments:
o an amount of $339,000;
o a lump sum cash payment in the amount equal to twelve months of
insurance coverage under Cobra;
o participation in the performance share plan through September 28,
2001 with payments based on performance factors as of December 31,
2001;
o incentive compensation earned through September 28, 2001; and
o all grants of stock options previously made to Mr. McDowell became
fully vested and may be exercised on or before June 30, 2002.
Pursuant to the McDowell Separation Agreement, Mr. McDowell agreed to
certain non-competition and non-solicitation restrictions for a seven year
period (the "Restricted Period"). In the event of a Change in Ownership (as
defined in the Separation Agreement) of the Company, under very limited
circumstances, the Restricted Period shall be extended for a period of 24 months
and the Company shall pay Mr. McDowell the sum of $885,000. In general, a change
in ownership is defined as: the entering into any discussions by the Company
prior to June 30,
27
2002, the consummation of which occurs within six months of June 30, 2002 and
results in a change in control of the Company, as further described in the
Separation Agreement.
CHANGE OF CONTROL AGREEMENTS
During 2001, the Company had change of control severance agreements
with certain Named Executive Officers. The change of control severance
agreements are no longer applicable to Messrs. Clark, Bower, or McDowell, who
each entered into a Separation Agreement and General Release, which covers the
claims and rights of the parties in connection with and after their separation
from the Company. See "Separation Agreements," above. The change of control
severance agreements are also not applicable to each of Messrs. Franklin and
Ashken, who entered into employment agreements with the Company effective
January 1, 2002. See "Employment Agreements." However, the change in control
severance agreement is currently in place with J. David Tolbert.
The change of control severance provide severance benefits in the event
of both a change of control of the Company and an actual or constructive
termination of employment within two years after a change in control. The
severance benefits payable, in addition to base salary and incentive
compensation accrued through the date of termination, shall include (i) three
times current annual base salary and target incentive compensation; (ii) the
bargain element value of then outstanding stock options; (iii) the value of then
outstanding common stock equivalents; (iv) an amount equal to the employer and
matching contributions the individual would have received under the Company's
defined contribution plans for a period of 3 years; (v) life, disability,
accident and health benefits for a period of 35 months; (vi) outplacement
services; and (vii) legal fees and expenses reasonably incurred in enforcing the
agreements.
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
Agreement with Marlin Partners
On May 7, 2001, we entered into a letter of intent with Marlin Partners
II, LP ("Marlin"), Catterton Partners, L.P. ("Catterton") and Alpha Private
Equity Group ("Alpha") for the acquisition by Marlin, Catterton and Alpha of all
of our issued and outstanding common stock. At the time, Marlin was a related
party due to its ownership of approximately 10% of our issued and outstanding
common stock. Mr. Franklin and Mr. Ashken, our current Chairman and CEO, and
Vice Chairman and CFO, respectively, are the managing partners of Marlin. In
June 2001, the letter of intent was terminated, and in accordance with its
terms, Marlin was reimbursed approximately $480,000 of expenses related to the
contemplated transaction. Under an Agreement dated June 22, 2001, the Company
and Marlin also agreed:
o Mr. Franklin and Mr. Ashken would be named to the Board of
Directors effective June 25, 2001;
o the Company would use its best efforts to have its 2001 Annual
Meeting of Shareholders no later than July 31, 2001;
o Marlin and its affiliates would immediately withdraw their
opposing slate of
28
nominees for election at the 2001 Annual Meeting of Shareholders
and vote their shares in favor of Mr. Ashken, Mr. Molen and Ms.
Popwell as directors at the 2001 Annual Meeting of Shareholders,
and would not, directly or indirectly, at any time on or before
the Company's 2002 Annual Meeting of Shareholders;
o 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
the Company's shareholders;
o initiate, propose or solicit shareholders of the Company for the
approval of any shareholder proposals;
o nominate any person for election to the Company's Board of
Directors;
o vote their shares 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 (provided that
Marlin Partners and its affiliates may abstain from voting on any
matter at any shareholder meeting other than for the nominees for
election as directors at the 2001 Annual Meeting of Shareholders);
o advise, assist, encourage or solicit, or participate in a group
with, any other person in connection with any of the matters
listed above;
o Marlin and its affiliates will not object to a postponement of the
Company's 2002 Annual Meeting of Shareholders if a majority of the
Company's Board of Directors determined in good faith that the
meeting should be postponed; and
o the Company will use its best efforts to hold the Company's 2003
Annual Meeting of Shareholders no later than April 30, 2003.
On June 25, 2001, Messrs. Franklin and Ashken became directors of the Company
and on September 24, 2001, Messrs. Franklin and Ashken became executive officers
of the Company.
Executive Loan Program
We operate an executive loan program to provide loans to finance
exercises of incentive stock options and non-qualified stock options granted
under our various stock plans. Pursuant to this program, on January 24, 2002,
Messrs. Franklin and Ashken received loans from us in the amount of $3,282,000
and $1,641,000, respectively, in connection with the exercise of non-qualified
stock options to purchase 300,000 and 150,000 shares, respectively, of Common
Stock granted under our 2001 Stock Option Plan. These loans bear interest at a
rate of 4.125%. All payments in respect of these loans are due on January 23,
2007 or 90 days after the date Mr. Franklin or Mr. Ashken, as the case may be,
ceases to be employed by us (with certain exceptions). The loans may be repaid
in cash, shares of our Common Stock, or a combination thereof.
29
CERTAIN TRANSACTIONS CONCERNING FORMER EXECUTIVE OFFICERS
Deferred Compensation
During 2001, certain participants in our deferred compensation plans
agreed to forego balances in those plans in exchange for loans from us in the
same amounts. The loans, which were completed during 2001, bear interest at the
applicable federal rate. All accrued interest and principal on the loans mature
and are payable upon the death of the participant and their spouse. The Company
recognized $4.1 million of pre-tax income during 2001 related to the discharge
of the deferred compensation obligations.
Change of Control Agreements
Prior to the Company's approval of any agreement with Marlin, the Board
of Directors approved an amendment to the definition of a "change in control" in
all change of control severance agreements in order to clarify that a change in
control would be deemed to have occurred if a majority of the Company's Board of
Directors consists of members other than current members of the Board or new
members (other than directors who assume office in connection with an actual or
threatened election contest) who are approved by two-thirds of the Board. Prior
to its approval of any agreement with Marlin, the Company also approved
amendments to other benefit plans with a similar "change in control" definition
so that the definitions would be consistent. For Messrs. Clark and Bower, the
Board of Directors also approved amendments providing for the payment of one
year's total target compensation and benefits should either be constructively
terminated or terminated without cause. Also see "Change of Control Agreements,"
and "Separation Agreements" above.
30
PROPOSAL 2
APPROVAL OF AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE COMPANY FROM
"ALLTRISTA CORPORATION" TO "J____ CORPORATION"
On __________, 2002, the Board of Directors of the Company adopted
resolutions approving and recommending to the Company's stockholders for their
approval an amendment to the Restated Certificate of Incorporation of the
Company changing the Company's name from "Alltrista Corporation" to "J____
Corporation." If the name change is approved by the requisite vote of the
Company's stockholders, it will become effective at the time of the filing of
the Certificate of Amendment of the Restated Certificate of Incorporation with
the Secretary of State of the State of Delaware. The form of Certificate of
Amendment is set forth in Annex A hereto.
Each holder of certificates bearing the name "Alltrista Corporation"
(the "Alltrista Certificates") will be entitled, upon surrender of such
Alltrista Certificates to the Company or any transfer or exchange agreement for
cancellation, to receive a new certificate bearing the name "J____ Corporation"
(the " J____ Certificates") representing the same number of fully paid and
nonassessable shares. Until so presented and surrendered, Alltrista Certificates
will be deemed for all purposes to evidence the ownership of fully paid and
nonassessable shares of the Company.
REASONS FOR THE COMPANY'S NAME CHANGE
The Board believes that the corporate name "J____ Corporation" is
better aligned with our strategic focus on food preservation products and
branded kitchen consumables.
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE APPROVAL OF
AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE
NAME OF THE COMPANY FROM "ALLTRISTA CORPORATION" TO "J____ CORPORATION."
31
PROPOSAL 3
RATIFICATION OF APPOINTMENT OF INDEPENDENT
CERTIFIED PUBLIC ACCOUNTANTS
The firm of Ernst & Young LLP has audited the financial statements of
the Company for the year ended December 31, 2001. The Board of Directors desires
to continue the services of Ernst & Young LLP for the current year ending
December 31, 2002. Accordingly, the Board of Directors will recommend at the
Meeting that the Stockholders ratify the appointment by the Board of Directors
of the firm of Ernst & Young LLP to audit the financial statements of the
Company for the current year. Representatives of that firm are expected to be
present at the Meeting, shall have the opportunity to make a statement if they
desire to do so and are expected to be available to respond to appropriate
questions. In the event the Stockholders do not ratify the appointment of Ernst
& Young LLP, the appointment will be reconsidered by the Audit Committee and the
Board of Directors.
Aggregate fees billed by Ernst & Young LLP to the Company for the year
ended 2001 are as follows:
AUDIT FEES: $243,471. (Includes (i) $232,731 of fees for the audit of
the Company's annual financial statements for the year ended December 31, 2001
and for the review of the financial statements included in the Company's
quarterly reports on Form 10-Q for the year and (ii) $50,000 of fees relating to
the audit of the Company's financial statement for the year ended December 31,
2000.)
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES: $0.
(Ernst & Young LLP did not render any information technology services to the
Company relating to financial information system design and implementation.)
ALL OTHER FEES: $128,388. (Includes fees billed by Ernst & Young LLP
for professional services rendered other than for services described above under
"Audit Fees", principally consisting of tax consulting services and the audit
fees for our employee benefit plans.)
THE BOARD RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE RATIFICATION OF THE
APPOINTMENT OF ERNST & YOUNG LLP.
32
OTHER MATTERS
As of the date of this Proxy Statement, the Board of Directors does not
intend to present any other matter for action at the Meeting other than as set
forth in the Notice of Annual Meeting and this Proxy Statement. If any other
matters properly come before the Meeting, it is intended that the shares
represented by the proxies will be voted, in the absence of contrary
instructions, in the discretion of the persons named in the proxy.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's directors and executive officers and any
persons who own more than 10% of the Company's capital stock to file with the
Commission (and, if such security is listed on a national securities exchange,
with such exchange), various reports as to ownership of such capital stock. Such
persons are required by Commission regulations to furnish the Company with
copies of all Section 16(a) forms they file.
Based solely upon reports and representations submitted by the
directors, executive officers and holders of more than 10% of our capital stock,
all Forms 3, 4 and 5 showing ownership of and changes of ownership in our
capital stock during the 2001 year were timely filed with the Commission and the
New York Stock Exchange with the exception of Messrs. Ashken and Franklin who
were each required to file a Form 4 in respect of the purchase of 26,300 shares
of Common Stock by Marlin Partners II, L.P. in October 2001, but later filed a
Form 5 in lieu thereof.
ANNUAL REPORT
A copy of the Company's 2001 Annual Report to Stockholders is being
mailed to Stockholders along with this Proxy Statement. Any Stockholder who has
not received a copy of the 2001 Annual Report to Stockholders and wishes to do
so should contact the Company's Corporate Secretary by mail at the address set
forth on the notice of annual meeting or by telephone at (914) 967-9400.
FORM 10-K
The Company will provide, without charge, to each Stockholder as of the
Record Date, on the written request of the Stockholder, a copy of the Company's
Annual Report on Form 10-K for the year ended December 31, 2001, including the
financial statements and schedules, as filed with the Commission. Stockholders
should direct the written request to the Company's Corporate Secretary at c/o
Alltrista Corporation, 555 Theodore Fremd Avenue, Rye, New York 10580.
PROPOSALS BY STOCKHOLDERS
In order to be considered timely under the Company's Bylaws,
Stockholder proposals and Stockholder nominations of candidates for election to
the Board of Directors intended to be presented at the 2002 Annual Meeting, but
not included in the Company's 2002 Proxy Statement, must be in writing and
received by the principal executive offices of the Company at 555
33
Theodore Fremd Avenue, Rye, New York 10580 not later than April __, 2003.
To be in proper written form, a Stockholder's notice to the Corporate
Secretary must set forth as to each matter such Stockholder proposes to bring
before the Meeting (i) a brief description of the business desired to be brought
before the Meeting and the reasons for conducting such business at the Meeting,
(ii) the name and record address of such Stockholder, (iii) the class or series
and number of shares of capital stock of the Company that are owned beneficially
or of record by such Stockholder, (iv) a description of all arrangements or
understandings between such Stockholder and any other person or persons
(including their names) in connection with the proposal, and (v) a
representation that such Stockholder intends to appear in person or by proxy at
the Meeting to bring such business before the meeting.
FOR THE BOARD OF DIRECTORS
-------------------------------------------
Ian G.H. Ashken
Vice Chairman, Chief Financial Officer
and Secretary
34
ALLTRISTA CORPORATION
ANNUAL MEETING OF STOCKHOLDERS, MAY 30, 2002
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints Martin E. Franklin and Ian G.H. Ashken,
as proxies each with full power of substitution, and hereby authorizes them to
appear and vote as designated below, all shares of Common Stock of Alltrista
Corporation held on record by the undersigned on April 5, 2002, at the Annual
Meeting of Stockholders to be held on May 30, 2002 at 555 Theodore Fremd Avenue,
Rye, NY 10580 and any adjournments or postponements thereof and upon any and all
matters which may properly be brought before the meeting or any adjournments or
postponements thereof, thereby revoking all former proxies.
IMPORTANT: UNLESS VOTING ELECTRONICALLY, PLEASE
MARK, SIGN AND DATE THIS PROXY ON THE REVERSE SIDE.
NOW YOU CAN VOTE YOUR SHARES BY INTERNET
QUICK * EASY * IMMEDIATE * AVAILABLE 24 HOURS A DAY * 7 DAYS/WEEK
UNTIL 5:00 P.M., LOCAL TIME, MAY 29, 2002
Your Internet vote authorizes the named proxies to vote your shares in
the same manner as if you marked, signed, and returned your proxy
card. To vote by Internet, read the accompanying proxy statement and
annual report and then follow the easy steps:
1) GO TO THE WEBSITE www.proxyvote.com
-----------------
TO VOTE BY 2) Enter your 14-digit VOTER CONTROL NUMBER located above
INTERNET: your address in the lower left corner of this form.
3) Follow the simple instructions on the screen. As with
all Internet access, usage and server fees must be paid
by the user.
IF YOU VOTE BY INTERNET, PLEASE DO NOT MAIL BACK YOUR PROXY CARD.
35
|X| Please mark votes as in
this example.
THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR EACH OF THE PROPOSALS.
The undersigned hereby directs this Proxy to be voted:
1. Election of directors:
[FOR] the election as directors of all nominees
listed below (except as marked to the contrary below)
or
[WITHHOLD] AUTHORITY to vote for all nominees listed below
Douglas W. Huemme
Robert L. Wood
Irwin D. Simon
(Instructions: To withhold authority to vote for any of the above listed
nominees, please strike a line through that individual's name)
2. Approval of Amendment of Restated Certificate of Incorporation to
change the name of the Company from "Alltrista Corporation" to "J____
Corporation"
For:/ / Against:/ / Abstain:/ /
3. Approval of Ernst & Young LLP as independent auditors
For:/ / Against:/ / Abstain:/ /
4. In their discretion, the named proxies may vote on such other business
as may properly come before the Annual Meeting, or any adjournments or
postponements thereof.
THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED HEREIN
BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS MADE, THIS PROXY WILL BE
VOTED FOR PROPOSALS 1, 2 AND 3.
SHARES REPRESENTED BY THIS PROXY WILL BE VOTED AT THE MEETING IN ACCORDANCE WITH
THE STOCKHOLDER'S SPECIFICATIONS ABOVE. THE PROXY CONFERS DISCRETIONARY
AUTHORITY IN RESPECT TO MATTERS NOT KNOWN OR DETERMINED AT THE TIME OF THE
MAILING OF THE NOTICE OF THE ANNUAL MEETING OF STOCKHOLDERS TO THE UNDERSIGNED.
Date: , 2002
------------ --------------------------
Signature of Stockholder
--------------------------
Signature if held jointly
NOTE: PLEASE MARK, DATE, SIGN AND RETURN THIS PROXY PROMPTLY USING THE ENCLOSED
ENVELOPE. WHEN SHARES ARE HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING
AS ATTORNEY, EXECUTOR ADMINISTRATOR, TRUSTEE OR GUARDIAN, PLEASE GIVE FULL TITLE
AS SUCH. IF A CORPORATION OR PARTNERSHIP, PLEASE SIGN IN CORPORATE OR
PARTNERSHIP NAME BY AN AUTHORIZED PERSON.
Annex A
CERTIFICATE OF AMENDMENT
OF THE
RESTATED CERTIFICATE OF INCORPORATION
OF
ALLTRISTA CORPORATION
----------------------
(Under Section 242 of the General Corporation Law)
It is hereby certified that:
1. The name of the corporation is Alltrista Corporation (hereinafter
referred to as the "Corporation").
2. The Certificate of Incorporation of the Corporation is hereby amended
by striking out Article I thereof and by substituting in lieu of said
Article I the following new Article I:
"The name of the corporation is J____ CORPORATION (hereinafter, the
"Corporation")."
3. The amendment of the Certificate of Incorporation herein certified has
been duly adopted in accordance with the provisions of Section 242 of
the General Corporation Law of the State of Delaware.
Dated: 2002.
----------- --
ALLTRISTA CORPORATION
By:
---------------------------------
Name:
Title: