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.