-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, LPEJXbow+CU8aYTkwBwwm9s5uyDpPk/mhFLhQsqVFutt2vnV2wjAV2qY8ezKSyfl gkcPeskaghtYqYrRSi4dMw== /in/edgar/work/0000927946-00-000134/0000927946-00-000134.txt : 20001012 0000927946-00-000134.hdr.sgml : 20001012 ACCESSION NUMBER: 0000927946-00-000134 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001011 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001011 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: [3089 ] IRS NUMBER: 351828377 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13665 FILM NUMBER: 738458 BUSINESS ADDRESS: STREET 1: 5875 CASTLE CREEK PARKWAY, NORTH DRIVE STREET 2: SUITE 440 CITY: INDIANAPOLIS STATE: IN ZIP: 46250-4330 BUSINESS PHONE: 3175775000 MAIL ADDRESS: STREET 1: 5875 CASTLE CREEK PARKWAY, NORTH DRIVE STREET 2: SUITE 440 CITY: INDIANAPOLIS STATE: IN ZIP: 46250-4330 8-K 1 0001.txt 8-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): October 11, 2000 ALLTRISTA CORPORATION --------------------- (Exact name of registrant as specified in its charter) Indiana 0-21052 35-1828377 ------- ------- ---------- (State or other jurisdiction of (Commission File Number) (I.R.S. Employer incorporation or organization) Identification No.) 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, IN 46250 -------------------------------------------------- ----- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (317) 577-5000 Item 5. Other Events. - ------ ------------ On October 10, 2000, the Company issued two press releases, copies of which are attached hereto. The Company's first press release addressed the Company's expectations for earnings for the year ended December 31, 2000. The Company's second press release was intended to clarify the status of Alltrista's review of its strategic options announced initially in May, 2000. The strategic option process had been slowed while the Company focused on its operating performance. Having completed the operating performance review, the Company has now resumed the normal pace of analyzing its strategic options with the assistance of Bear, Stearns & Co. The second press release also announced that the earnings release date of October 25 and related conference call had been changed to October 20. Following the issuance of the press releases on October 10, 2000, the Company hosted the teleconference call publicized in the second press release. During the conference call, several questions were posed regarding the nature and timing of the strategic option review process. The Company, in response to those questions, disclosed that this process would likely result in the sale of Alltrista at the highest price in order to maximize shareholder value. While it is often true that a sale transaction occurs as a result of the strategic option review process, Alltrista can provide no assurance that Alltrista will be sold or that a merger or other business combination involving Alltrista will take place in the near future or at all. The Company's Board of Directors will carefully consider all of Alltrista's strategic options once the review process has been completed. Item 7. Financial Statements and Exhibits. - ------- ---------------------------------- The following exhibits are filed as a part of this report: (a) Not Applicable (b) Not Applicable (c) Exhibits 99.1 Press Release dated October 10, 2000 99.2 Press Release dated October 10, 2000 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. ALLTRISTA CORPORATION (Registrant) Date: October 11, 2000 By: /s/ Kevin D. Bower ----------------------------------- Kevin D. Bower Senior Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit Number Description of Exhibit - -------------- ---------------------- 99.1 Press Release dated October 10, 2000 99.2 Press Release dated October 10, 2000 EX-99.1 2 0002.txt EXHIBIT 99.1 Alltrista Corporation comments on earnings outlook INDIANAPOLIS, Ind., October 10, 2000--Alltrista Corporation (NYSE: ALC), a leader in home food preservation and plastic and zinc-based industrial products, today announced that it expects operating earnings per diluted share, before unusual items, to be 65 to 70 percent lower than the 1999 comparable $2.86 per diluted share, which was a record level. Unusual items that will be reflected in 2000 include charges for the settlement of litigation, exiting the Central European home canning test market, the consolidation of plastics facilities as well as the favorable impact resulting from the reversal of previously expensed long-term performance-based compensation. Thomas B. Clark, chairman, president and chief executive officer of Alltrista Corporation, said, "The continued downturn in the heavy-truck and manufactured housing markets, competitive pricing pressures and softness in healthcare and consumer products markets have adversely affected results in our plastics segment. In the metal products segment, demand for home canning products has returned to more normal levels in 2000 after an exceptional year in 1999 affected by the Y2K phenomenon. The margins on foreign sales of zinc products have been negatively affected by the strength of the U.S. dollar." Mr. Clark concluded, "We expect these market factors to continue through the remainder of the year. Management has implemented aggressive cost reduction programs and sales initiatives to counter the impact on future operating results. In September, we announced the consolidation of certain thermoforming facilities. We have also instituted a workforce reduction and have realigned the organizational structure in the plastics segment. The pre-tax earnings impact of these initiatives to the corporation is anticipated to be approximately $10 million on an annual basis, all of which is expected to be realized in 2001." Alltrista Corporation is scheduled to announce actual results for its third quarter ended October 1, 2000 on October 25. Senior management will conduct a conference call that day for interested parties, which will be Web cast on the corporation's Web site by StreetEvents. Alltrista is a materials-based company. Its plastics group serves numerous fields, including healthcare, consumer, appliance, motor vehicle and industrial markets. Through its metals group, Alltrista is the leading supplier of home food preservation products, under the Ball(R), Kerr(R) and Bernardin(R) brands, and is the country's largest producer of zinc strip and fabricated products, including coin blanks for the U.S. and foreign mints. Please visit the company's Web site at www.alltrista.com for further information. Note: This news release contains forward-looking statements intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for Alltrista's markets and the demand for its products. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary are included in the Company's periodic reports filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 1999, and its Form 10-Q for the three months ended July 2, 2000. -end- EX-99.2 3 0003.txt EXHIBIT 99.2 Alltrista Corporation comments on review of strategic options INDIANAPOLIS, Ind., October 10, 2000--In reaction to today's announcement regarding Alltrista Corporation's (NYSE: ALC) 2000 earnings outlook, the company has received inquiries from several shareholders with respect to the process of reviewing corporate strategic options, which was initiated earlier this year. The company had engaged Bear Stearns to assist in this process, and although it had been slowed pending review of projected operating performance, it had not been suspended. Now that the assessment of projected operating performance has been completed, the company intends to resume the normal pace for the process. Thomas B. Clark, chairman, president and chief executive officer of Alltrista Corporation, said, "Now that action plans aimed at addressing operating performance have been developed and are being implemented, I want to make it clear to all shareholders that we intend to proceed with the process of reviewing strategic options." Alltrista Corporation will conduct a conference call today at 4 p.m. EDT to review today's announcements. The call can be accessed by dialing 1.800.244.2138. Alltrista Corporation is now scheduled to announce actual results for its third quarter ended October 1, 2000 on Friday, October 20 versus the originally scheduled date of October 25. Senior management will conduct a conference call on the 20th for interested parties, which will be Web cast on the corporation's Web site by StreetEvents. Alltrista is a materials-based company. Its plastics group serves numerous fields, including healthcare, consumer, appliance, motor vehicle and industrial markets. Through its metals group, Alltrista is the leading supplier of home food preservation products, under the Ball(R), Kerr(R) and Bernardin(R) brands, and is the country's largest producer of zinc strip and fabricated products, including coin blanks for the U.S. and foreign mints. Please visit the company's Web site at www.alltrista.com for further information. Note: This news release contains forward-looking statements intended to qualify for the Safe Harbor from liability established by the Private Securities Litigation Reform Act of 1995, including statements regarding the outlook for Alltrista's markets and the demand for its products. These projections and statements are based on management's estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary are included in the Company's periodic reports filed with the Securities and Exchange Commission, including its Form 10-K for the fiscal year ended December 31, 1999, and its Form 10-Q for the three months ended July 2, 2000. -end- -----END PRIVACY-ENHANCED MESSAGE-----