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:
[ ] Preliminary proxy statement
[ ] Confidential, For Use of the Commission Only (as permitted by Rule
14a-6(e)(2)
[x] 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 "Jarden 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
/s/ Martin E. Franklin
----------------------
Martin E. Franklin
Chairman and
Chief Executive Officer
April 26, 2002
1
ALLTRISTA CORPORATION
555 THEODORE FREMD AVENUE
RYE, NY 10580
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PROXY STATEMENT
--------------------
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 29, 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 "Jarden 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 "Jarden 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 telephone
or 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
2
Meeting will not in and of itself constitute a revocation of a proxy. Beneficial
owners who hold 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 "Jarden 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 "Jarden 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.
List of Stockholders
In accordance with Delaware law, a list of Stockholders entitled to vote at
the Meeting will be available at the Meeting and for ten days prior to the
Meeting, between the hours of 10:00 a.m. and 5:00 p.m., at our offices at 555
Theodore Fremd Avenue, Rye, NY 10580.
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 and nominees for 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.
SHARES
BENEFICIALLY
NAME AND ADDRESS OWNED (1) PERCENT (2)
- ---------------- --------- -----------
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, nominees for directors, and
executive officers as a group (10 persons) ... 1,331,128 18.6%
- ---------------
* 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
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.
7
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 ("Slim Fast"), a national
marketer of meal replacement and weight loss food supplements. In
March 1992, Mr. Simon became Vice President of Marketing for Slim
Fast. 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 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.
8
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.
9
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 held by the Board of Directors and by the Committees of
the Board of Directors on which they served 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 Proxy Statement. The Audit Committee is governed by a written charter
approved by the Board of Directors.
10
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
11
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 (the "1998 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 to acquire
1,000 shares of Common Stock under the 1998 Plan 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
on 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.
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.
12
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.
13
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 $100,000 (collectively, the "Named
Executive Officers"). Kevin D. Bower and Thomas B. Clark resigned from the
Company as of September 24, 2001 and Jerry T. McDowell resigned from the Company
as of September 28, 2001. Martin E. Franklin was appointed Chairman and Chief
Executive Officer and Ian G. H. Ashken was appointed Vice Chairman, Chief
Financial Officer and Secretary on September 24, 2001.
ANNUAL COMPENSATION LONG-TERM COMPENSATION
- -----------------------------------------------------------------------------------------------------------------------
SECURITIES ALL OTHER
UNDERLYING LTIP PAYOUTS COMPENSATION
NAME AND PRINCIPAL POSITION YEAR SALARY($) BONUS($) OPTIONS/SARS(#) ($)(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 on
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
14
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.
15
OPTIONS GRANTED IN 2001
POTENTIAL REALIZABLE VALUE AT ASSUMED RATES OF STOCK
INDIVIDUAL GRANTS PRICE APPRECIATION FOR OPTION TERM (3)
--------------------------------------------------------------------------------------
PERCENTAGE
NUMBER OF OF TOTAL
SECURITIES OPTIONS
UNDERLYING GRANTED TO
UNEXERCISED EMPLOYEES IN EXERCISE
OPTIONS FISCAL PRICE PER EXPIRATION
NAME 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 Messrs. Franklin and Ashken 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 exceeded $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.
16
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) 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) 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) 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.
(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.
17
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
ACQUIRED ON VALUE NON- NON-
NAME EXERCISE REALIZED EXERCISABLE EXERCISABLE EXERCISABLE 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
EXECUTIVE 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 "1998 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;
18
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, the former
Group Vice President of Metal Products, was the only executive officer who
received an incentive compensation payout.
Long-Term, Equity-Based Employee Incentive Compensation
The 1998 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 1998 Plan.
Under the Company's 1998 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
19
Committee, which has the discretion to elect not to award stock option grants.
Under the 1998 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 exceeded $17.00 per share.
The 1998 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 foregoing 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.
20
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.
ALLTRISTA INDEXED STOCK PERFORMANCE
[LINE CHART]
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. U.S 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
21
COMPENSATION PLANS
We maintain the following plans for the benefit of our employees, including
executive officers:
o 2001 Stock Option Plan;
o 1998 Long-Term Equity Incentive Plan;
o 1996 Employee Stock Purchase 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 contributions to our future success, to align their compensation
with the performance of the Common Stock and to ensure that we 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
22
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 1998 Plan is designed to give the Board discretion and flexibility in
designing incentive compensation packages to motivate executive officers and key
employees to maximize Stockholder value. Pursuant to the 1998 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 1998 Plan.
Pursuant to the 1998 Plan, non-employee directors will only be eligible to
receive nonqualified stock options under a formula program. Subject to certain
limitations, the 1998 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 1998
Plan.
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.
23
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 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
24
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 to, and claims against, the Company. Under the Clark Separation
Agreement, among other things, the Company made the following separation
payments:
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
401(k) match, life plan coverage, and outplacement expenses.
25
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
to, and claims against, 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, 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
26
"Employment Agreements." However, the change in control severance agreement is
currently in place with J. David Tolbert.
The change of control severance agreements 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 Stockholders no later than July 31, 2001;
o Marlin and its affiliates would immediately withdraw their opposing
slate of nominees for election at the 2001 Annual Meeting of
Stockholders and vote their shares in favor of Mr. Ashken, Mr. Molen
and Ms. Popwell as directors at the 2001 Annual Meeting of
Stockholders, and would not, directly or indirectly, at any time on or
before the Company's 2002 Annual Meeting of Stockholders;
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 Stockholders;
o initiate, propose or solicit Stockholders of the Company for the
approval of any Stockholder proposals;
27
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 Stockholder meeting other than for the
nominees for election as directors at the 2001 Annual Meeting of
Stockholders);
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 Stockholders 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 Stockholders 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.
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.
28
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.
29
PROPOSAL 2
APPROVAL OF THE AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF
INCORPORATION TO CHANGE THE NAME OF THE
COMPANY FROM "ALLTRISTA CORPORATION" TO "JARDEN CORPORATION"
On March 21, 2002, the Board of Directors 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 "Jarden 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 "Jarden Corporation"
(the "Jarden 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 "Jarden 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 THE
AMENDMENT OF THE COMPANY'S RESTATED CERTIFICATE OF INCORPORATION TO CHANGE THE
NAME OF THE COMPANY FROM "ALLTRISTA CORPORATION" TO "JARDEN CORPORATION."
30
PROPOSAL 3
RATIFICATION OF THE 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) $187,471 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) $56,000 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.
31
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 2003 Annual Meeting must be in writing
and received by the principal executive offices of the Company at 555 Theodore
Fremd Avenue, Rye, New York 10580 not later than
32
December 30, 2002 to be considered for inclusion in the Proxy Statement and form
of proxy for the 2003 annual meeting. Proposals must comply with Rule 14a-8
promulgated by the Commission pursuant to the Exchange Act.
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
/s/ Ian G.H. Ashken
-------------------
Ian G.H. Ashken
Vice Chairman, Chief Financial Officer
and Secretary
33
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 JARDEN 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:
ALLTRISTA CORPORATION
C/O NATIONAL CITY BANK
629 EUCLID AVE., SUITE 635
CLEVELAND, OH 44114
VOTE BY INTERNET - www.proxyvote.com
-----------------
Use the Internet to transmit your voting instructions and for electronic
delivery of information up until 11:59 P.M. Eastern Time the day before the
cut-off date or meeting date. Have your proxy card in hand when you access the
web site. You will be prompted to enter your 12-digit Control Number which is
located below to obtain your records and to create an electronic voting
instruction form.
VOTE BY MAIL
Mark, sign, and date your proxy card and return it in the postage-paid envelope
we have provided or return it to Alltrista Corporation, c/o ADP, 51 Mercedes
Way, Edgewood, NY 11717.
TO VOTE, MARK BLOCKS BELOW IN BLUE OR BLACK INK AS FOLLOWS:
ALLTR1 KEEP THIS PORTION FOR YOUR RECORDS
- ------------------------------------------------------------------------------------------------------------------------------------
DETACH AND RETURN THIS PORTION ONLY
THIS PROXY CARD IS VALID ONLY WHEN SIGNED AND DATED.
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ALLTRISTA CORPORATION
The Board of Directors recommends a vote FOR each
of the Proposals.
The undersigned hereby directs this Proxy to be voted:
For Withhold For All To withhold authority to vote, mark
1. Election of directors: All All Except "For All Except" and write the
nominee's number on the line below.
Nominees: 01) Douglas W. Huemme [ ] [ ] [ ]
02) Robert L. Wood --------------------------------------
03) Irwin D. Simon
For Against Abstain
2. Approval of Amendment of Restated Certificate of Incorporation to change the name of the Company
from "Alltrista Corporation" to "Jarden Corporation" [ ] [ ] [ ]
3. Approval of Ernst & Young LLP as independent auditors [ ] [ ] [ ]
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.
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.
---------------------------------------------------- ----------------------------------------------------
==================================================== ====================================================
Signature [PLEASE SIGN WITHIN BOX] Date Signature (Joint Owners) Date
====================================================================================================================================
To Our Stockholders:
Effective March 4, 2002, National City Bank became our Stock Transfer Agent,
Registrar and Rights Agent. The company's transfer agent is responsible for our
stockholder records, address changes and issuance of stock certificates.
National City Bank has been providing transfer agency and registrar services to
corporate clients for more than 75 years. As one of the largest trust
organizations in the United States, National City has a solid reputation for
quality of service and is committed to continuous improvements that keep pace
with industry standards.
No action is required on your part. Your account(s) have been transferred
automatically. However, correspondence regarding your stockholdings should be
directed to:
National City Bank
Corporate Trust Operations
P.O. Box 92301
Cleveland, OH 44193-0900
Telephone: 1-800-622-6757
Facsimile: 216-257-8508
E-mail: shareholder.inquiries@nationalcity.com
- --------------------------------------------------------------------------------
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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.
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