SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
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Date of Report (Date of earliest event reported): July 19, 2001
ALLTRISTA CORPORATION
(Exact name of registrant as specified in its charter)
Indiana 001-13665 35-1828377
(State of incorporation (Commission File I.R.S. employer
or organization) Number) identification no.)
Alltrista Corporation
5875 Castle Creek Parkway, North Drive, Suite 440
Indianapolis, Indiana
(Address of principal executive offices)
46250
(zip code)
(317) 577-5000
(Registrant's telephone number, including area code)
N/A
(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On July 19, 2001, the Board of Directors of Alltrista
Corporation, an Indiana corporation (the "Registrant") approved and adopted
the Amendment to Rights Agreement, dated as of July 19, 2001 (the
"Amendment), to that certain Rights Agreement, dated as of March 22, 1993,
as amended and restated as of May 7, 1999 (the "Agreement"), between the
Registrant and EquiServe Trust Company, N.A. ("EquiServe") as successor in
interest to The First Chicago Trust Company of New York ("First Chicago")
as Rights Agent. Capitalized terms used herein and not otherwise defined
shall have the meanings ascribed to them in the Agreement. On August 21,
2001, the Registrant issued a press release relating to the foregoing. A
copy of the press release is attached hereto as Exhibit 99.1 and is
incorporated in its entirety herein by reference.
As more fully set forth in the Amendment, the Amendment
increases the threshold required to become an Acquiring Person from ten
percent (10%) or more to fifteen percent (15%) or more of the outstanding
Common Stock, removes the Passive Investor exceptions to the Acquiring
Person definition, and adds an exception to the Acquiring Person definition
for certain Persons that inadvertently acquire fifteen percent (15%) or
more (but no more than twenty percent (20%)) of the outstanding Common
Stock under certain circumstances. In addition, the Amendment provides that
EquiServe is appointed to succeed to First Chicago as Rights Agent under
the Agreement. As amended, if a Person or group becomes the Beneficial
Owner of fifteen percent (15%) or more of the outstanding Common Stock,
subject to certain exceptions, holders of each Right issued under the
Agreement (other than the Acquiring Person) will have the right to
purchase, upon payment of the exercise price of a Right, Registrant's
Common Stock having a market value of two times the exercise price.
The foregoing description of the Amendment does not purport
to be complete and is qualified in its entirety by reference to the
Amendment, which is attached hereto as Exhibit 4.1 and incorporated herein
by reference.
Item 7. Exhibits.
(c) Exhibits.
Exhibit
Number Description
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4.1 Amendment to Rights Agreement, dated as of July 19,
2001, between Alltrista Corporation and EquiServe
Trust Company, N.A. as successor in interest to The
First Chicago Trust Company of New York as Rights
Agent.
99.1 Press Release of Alltrista Corporation, dated
August 21, 2001.
SIGNATURE
Pursuant to the requirements of Section 12 of the
Securities Exchange Act of 1934, the registrant has duly caused this
registration statement to be signed on its behalf by the undersigned,
thereto duly authorized.
ALLTRISTA CORPORATION
By: /s/ Thomas B. Clark
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Name: Thomas B. Clark
Title: Chairman, President and Chief
Executive Officer
Date: August 21, 2001