8-K 1 alltrista8k.txt ALLTRISTA 8K - NOVEMBER 30, 2001 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): November 30, 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 Rye, New York 10580 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code: (914) 967-9426 ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS On December 3, 2001, the Company issued a press release, a copy of which is attached hereto as Exhibit 99-1, announcing that it had completed the sale of substantially all of the assets of its Triangle, TriEnda and Synergy World plastic thermoforming operations to Wilbert, Inc. under the terms of an Asset Purchase Agreement dated October 15, 2001 with Wilbert, Inc. as amended by the Amendment to Asset Purchase Agreement dated November 28, 2001, a copy of which is attached hereto as Exhibit 10-2. In addition, the Company disposed of its majority interest in Microlin, LLC as of November 1, 2001. These dispositions are reflected in the Company's unaudited pro forma financial information filed as a part of this report. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS. The following exhibits are filed as a part of this report: (a) Not Applicable (b) Pro Forma Financial Information Please see SCHEDULE A attached hereto (c) Exhibits 10-1 Asset Purchase Agreement by and between Alltrista Plastics Corporation, TriEnda Corporation, Quoin Corporation, Alltrista Corporation and Wilbert, Inc., dated October 15, 2001 (Incorporated by reference to the Company's Quarterly Report on Form 10-Q filed November 14, 2001) 10-2 Amendment to Asset Purchase Agreement by and between Alltrista Plastics Corporation, TriEnda Corporation, Quoin Corporation, Alltrista Corporation and Wilbert, Inc., dated November 28, 2001. 99-1 Press Release dated December 3, 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: December 14, 2001 By: /s/ Ian G.H. Ashken ------------------------------------ Ian G.H. Ashken Vice Chairman, Chief Financial Officer and Secretary SCHEDULE A The following unaudited pro forma financial information for the Company has been prepared to reflect the adjustments to the historical results of operations and financial position and to give effect to the sale of the assets of its Triangle, TriEnda and Synergy World thermoforming operations. Effective November 26, 2001, the Company sold the assets of its Triangle, TriEnda and Synergy World thermoforming operations (the "Thermoformed Assets") to Wilbert, Inc. ("Wilbert") for $21 million in cash, a $1.85 million noninterest-bearing one-year note as well as the assumption of certain identified liabilities. The proceeds from the sale were used to pay down the Company's term debt. As a result of the sale, the Company expects to recover approximately $15 million of federal income taxes paid in 1999 and 2000 by utilizing the carryback of a tax net operating loss generated in 2001. The proceeds related to this recovery of income taxes will also be used to pay down the Company's term debt. The unaudited pro forma statements of income for the nine months ended September 30, 2001 and for the twelve months ended December 31, 2000 are based on the historical results of operations adjusted to give effect to the sale of thermoformed assets noted above as if the sale had occurred at the beginning of each period presented. The unaudited pro forma balance sheet gives effect to the sale as if it had occurred on September 30, 2001. The pro forma financial information also reflects the sale of the Company's interest in Microlin, LLC that became effective November 1, 2001. The pro forma information assumes the proceeds from the sale of thermoformed assets and recovery of income taxes were received at the beginning of each period, and assumes a 35.0% effective income tax rate for all periods. As a supplement to the unaudited pro forma financial information presented below, the Company's pro forma net income adjusted to reflect the elimination of special charges and reorganization expenses would have been $13.1 million and $11.4 million for the nine months ended September 30, 2001 and the year ended December 31, 2000, respectively. The unaudited pro forma financial information is not necessarily indicative of the Company's results of operations or financial position had the sale of thermoformed assets reflected therein actually been consummated at the assumed dates, nor is it necessarily indicative of the Company's results of operations or financial position for any future period. The unaudited pro forma financial information should be read in conjunction with the Company's Consolidated Financial Statements and Notes included in the Company's Annual Report on Form 10-K for the year ended December 31, 2000 and its Quarterly Report on Form 10-Q for the quarter ended September 30, 2001.
Alltrista Corporation Unaudited Pro Forma Statement of Income Nine Months Ended September 30, 2001 (In thousands except per share amounts) Pro Forma As Reported Adjustments Pro Forma ------------ ----------- --------- Net Sales $ 250,102 $ (52,370)(1) $ 197,075 (657)(2) Costs and expenses Cost of sales 188,312 (50,549)(1) 137,763 Selling, general and administrative expenses 40,626 (7,233)(1) 31,943 (1,450)(2) Goodwill amortization 4,876 (4,042)(1) 834 Special charges (credits) and reorganization expenses 233 345 (1) 578 Loss on thermoforming net assets held for sale 119,725 (119,725)(3) --- ------------ --------- ------------ Operating earnings (loss) (103,670) 129,627 25,957 Interest expense, net (8,351) 1,912 (6) (6,439) ------------ --------- ------------ Income (loss) before taxes and minority interest (112,021) 131,539 19,518 Income tax (provision) benefit 33,606 (40,438)(4) (6,832) Minority interest in loss of consolidated subsidiary 256 (256)(5) --- ------------ --------- ------------ Net income (loss) $ (78,159) $ 90,845 $ 12,686 ============ ========= ============ Basic earnings (loss) per share $ (12.30) $ 2.00 Diluted earnings (loss) per share $ (12.30) $ 1.99 Weighted average shares outstanding: Basic 6,354 6,354 Diluted 6,354 6,362 See accompanying Notes to Unaudited Pro Forma Financial Information.
Alltrista Corporation Unaudited Pro Forma Statement of Income Twelve Months Ended December 31, 2000 (In thousands except per share amounts) Pro Forma As Reported Adjustments Pro Forma ------------ ----------- --------- Net Sales $ 357,356 $(100,349)(1) $ 256,227 (780)(2) Costs and expenses Cost of sales 275,571 (90,132)(1) 185,439 Selling, general and administrative expenses 56,019 (11,582)(1) 42,823 (1,614)(2) Goodwill amortization 6,404 (5,295)(1) 1,109 Special charges (credits) and reorganization expenses 380 (191)(1) 189 ------------ --------- ------------ Operating earnings 18,982 7,685 26,667 Interest expense, net (11,917) 2,550 (6) (9,367) ------------ --------- ------------ Income before taxes and minority interest 7,065 10,235 17,300 Income tax provision (2,402) (3,653)(4) (6,055) Minority interest in loss of consolidated subsidiary 259 (259)(5) --- ------------ --------- ------------ Net income $ 4,922 $ 6,323 $ 11,245 ============ ========= ============ Basic earnings per share $ 0.78 $ 1.77 Diluted earnings per share $ 0.77 $ 1.76 Weighted average shares outstanding: Basic 6,338 6,338 Diluted 6,383 6,383 See accompanying Notes to Unaudited Pro Forma Financial Information.
Alltrista Corporation Unaudited Pro Forma Balance Sheet September 30, 2001 (In thousands) Pro Forma As Reported Adjustments Pro Forma ------------ ----------- --------- ASSETS Current assets Cash and cash equivalents $ 6,828 $ (52) (7) $ 6,776 Accounts receivable, net 23,264 (264) (7) 23,000 Notes receivable --- 1,682 (9) 1,682 Inventories, net 22,877 22,877 Deferred taxes on income 5,140 5,140 Prepaid expenses 630 630 Net assets held for sale 21,716 (21,716) (8) --- ------------ --------- ------------ Total current assets 80,455 (20,350) 60,105 ------------ --------- ------------ Property, plant and equipment, at cost 132,573 (314) (7) 132,259 Accumulated depreciation (87,758) 80 (7) (87,678) ------------ --------- ------------ 44,815 (234) 44,581 Goodwill, net 15,764 15,764 Deferred taxes on income 32,029 (15,000) (9) 17,029 Other assets 8,114 (2,355) (7) 5,759 ------------ --------- ------------ Total assets $ 181,177 $ (37,939) $ 143,238 ============ ========= ============ LIABILITIES AND SHAREHOLDERS' EQUITY Current liabilities Current portion of long-term debt $ 27,500 (13,400) (9) $ 14,100 Accounts payable 18,361 (147) (7) 18,214 Accrued salaries, wages and employee benefits 9,081 9,081 Other current liabilities 7,114 (931)(10) 5,661 (522) (9) ------------ --------- ------------ Total current liabilities 62,056 (15,000) 47,056 ------------ --------- ------------ Noncurrent liabilities Long-term debt 73,750 (20,600) (9) 53,150 Deferred taxes on income --- --- Other noncurrent liabilities 5,430 5,430 ------------ --------- ------------ Total noncurrent liabilities 79,180 (20,600) 58,580 Minority interest in subsidiary 611 (611) (7) --- Contingencies --- --- Shareholders' equity: Common stock 39,677 39,677 Retained earnings 39,994 (1,728)(10) 38,266 Accumulated other comprehensive loss: Cumulative translation adjustment (1,347) (1,347) Interest rate swap (936) (936) ------------ --------- ------------ 77,388 (1,728) 75,660 Less treasury stock (38,058) (38,058) ------------ --------- ------------ Total shareholders' equity 39,330 (1,728) 37,602 ------------ --------- ------------ Total liabilities and shareholders' equity $ 181,177 $ (37,939) $ 143,238 ============ ========= ============ See accompanying Notes to Unaudited Pro Forma Financial Information.
Alltrista Corporation Notes to Unaudited Pro Forma Financial Information Following is a description of pro forma adjustments reflected in the Unaudited Pro Forma Statements of Income and Balance Sheet: (1) Adjustment to reflect the elimination of the operating results of the Triangle, TriEnda and Synergy World thermoforming operations. (2) Adjustment to reflect the elimination of the operating results of Microlin, LLC. (3) Adjustment to reflect the elimination of the loss on the net assets held for sale. (4) Adjustment to reflect the effective tax rate of 35.0% applied to the pro forma adjustments. (5) Adjustment to reflect the elimination of the minority interest's share in the loss of Microlin, LLC. (6) Adjustment to reflect the decrease in interest expense related to the use of the proceeds from the sale of the Thermoformed Assets and the recovery of income taxes to pay down the Company's term debt. An average annual borrowing rate of 7.5% was assumed for each period presented based on the Company's effective borrowing rate during the periods presented. (7) Adjustment to reflect the elimination of assets and liabilities related to the sale of Microlin, LLC. (8) Adjustment to reflect the elimination of the Thermoformed Assets. (9) Adjustment to reflect the receipt of proceeds from the sale of the Thermoformed Assets, the related recovery of $15 million of income taxes, and the application of those proceeds to pay down the Company's credit facility. The proceeds from the sale of the Thermoformed Assets include a $1.85 million non-interest bearing note receivable from Wilbert and $21 million in cash. In addition, $1 million of certain accrued costs associated with the sale were reclassified. (10) Adjustment to reflect the actual after-tax loss on the sale of the Thermoformed Assets, the after-tax loss on the sale of Microlin, LLC, and the associated impact on income taxes payable.