0000927946-01-500087.txt : 20011019 0000927946-01-500087.hdr.sgml : 20011019 ACCESSION NUMBER: 0000927946-01-500087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20011015 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011017 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: PLASTICS PRODUCTS, NEC [3089] IRS NUMBER: 351828377 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 1760778 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 alltrista8k.txt ALLTRISTA 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 15, 2001 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.) 555 THEODORE FREMD AVENUE, SUITE B302 10580 RYE, NEW YORK (Zip Code) (Address of principal executive offices) Registrant's telephone number, including area code: (914) 967-9426 ITEM 5. OTHER EVENTS. On October 15, 2001, the Company issued two press releases, copies of which are attached hereto as Exhibit 99-1 and Exhibit 99-2. The Company's first press release announced that it has signed a definitive agreement with Wilbert, Inc. to sell its Triangle, TriEnda and Synergy World plastic thermoforming businesses. The Company's second press release announced the Company's decision to close its Indianapolis headquarters, the Company's intent to renegotiate its current financing arrangements, the Company's withdrawal of its previously announced guidance for 2001 and the Company's termination of its agreement with Bear, Stearns & Co., Inc. to pursue a review of the Company's strategic options. 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 15, 2001 99-2 Press Release dated October 15, 2001 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 15, 2001 By: /s/ Ian G. H. Ashken ---------------------------------- Ian G.H. Ashken Vice Chairman, Chief Financial Officer and Secretary EXHIBIT INDEX Exhibit Number Description of Exhibit -------------- ---------------------- 99-1 Press Release dated October 15, 2001 99-2 Press Release dated October 15, 2001 EX-99.1 2 pressrelease2.txt PRESS RELEASE DATED 10/15/01 [OBJECT OMITTED] ALLTRISTA CORPORATION NEWS 555 THEODORE FREMD AVENUE, SUITE B302, RYE, NEW YORK 10580 -------------------------------------------------------------------------------- ALLTRISTA CORPORATION TO SELL TRIANGLE, TRIENDA AND SYNERGY WORLD THERMOFORMING OPERATIONS RYE, NY -- October 15, 2001 - Alltrista Corporation (NYSE: ALC) today announced it has signed a definitive agreement with Wilbert, Inc. to sell its Triangle, TriEnda and Synergy World plastic thermoforming businesses. The Company will retain its thermoforming operation in Fort Smith, Arkansas, which produces plastic parts primarily for the appliance market. The transaction is anticipated to close in the fourth quarter and is subject to normal and customary closing conditions. The agreement calls for a payment of $21 million in cash and a $2.5 million one-year note as well as the assumption of certain identified liabilities. A $1.5 million deposit was received upon signing the agreement. The Company will record a pre-tax loss of approximately $120 million in the third quarter. Martin E. Franklin, Alltrista's newly elected Chairman and Chief Executive Officer said, "After a careful review of the thermoformed products operations, we concluded that a sale to Wilbert, Inc. of the thermoforming businesses acquired over the last several years would be in the best interests of shareholders. This sale divests the assets acquired by Alltrista in an ill-fated attempt to diversify from the businesses in which Alltrista excels. Wilbert is better positioned to succeed with these thermoforming assets and the divestiture will allow us to focus our efforts on creating shareholder value through the growth of our remaining businesses, where we have a long history of profitable operations and strong cash flows." Curtis J. Zamec, Chairman, President and Chief Executive Officer of Wilbert, Inc., stated " We see the acquisition of the thermoforming operations of Alltrista Corporation as key to Wilbert's growth in this industry and are excited at the possibilities that this combination affords." The thermoforming operations involved in the sale employ approximately 650 people in Iowa, Florida, Wisconsin, Tennessee and Missouri. Alltrista is a materials-based company. Its plastics group serves numerous fields, including healthcare, consumer, appliance, 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, 2000, and its Form 10-Q for the three and six months ended July 1, 2001. EX-99.2 3 pressrelease1.txt PRESS RELEASE DATED 10/15/01 [OBJECT OMITTED] ALLTRISTA CORPORATION NEWS 555 THEODORE FREMD AVENUE, SUITE B302, RYE, NEW YORK 10580 -------------------------------------------------------------------------------- ALLTRISTA CORPORATION TO REORGANIZE HEAD OFFICE FUNCTION RYE, NY - October 15, 2001 - Alltrista Corporation (NYSE: ALC) announced today the closing of its Indianapolis, Indiana corporate office. Corporate functions are scheduled to be transitioned to the Company's new headquarters in Rye, New York and the Company's consumer products division in Muncie, Indiana by January 31, 2002. The Company anticipates savings of approximately $3 million annually as a result of this action. The Company expects to record a number of non-recurring charges during 2001, including charges related to the reorganization of the corporate headquarters and the announced divestiture of substantially all of the Company's thermoforming operations. In connection with this divestiture, the Company expects to renegotiate its current financing arrangements. The Company also announced that it has withdrawn its earnings guidance for 2001, most recently discussed in a July 2001 conference call on second quarter results. The Company has terminated its agreement with Bear, Stearns & Co., Inc. to pursue a review of strategic options and plans to focus on building Alltrista's core businesses, which have enjoyed a long history of profitable operations and strong cash flows. The Company plans to hold a conference call on November 9, 2001 to discuss the announced developments as well as its third quarter results and new strategic direction. Alltrista is a materials-based company. Its plastics group serves numerous fields, including healthcare, consumer, appliance, 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, 2000, and its Form 10-Q for the three and six months ended July 1, 2001.