-----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, FCX9dHibEYude6J9qIQjL8abiZ+P96lKyD+tokhIbhBIMIf2Tde4k7ZxaRyorJ1I y8UBwC9XhjuBTmXE5ll/9Q== 0001047469-99-012520.txt : 19990402 0001047469-99-012520.hdr.sgml : 19990402 ACCESSION NUMBER: 0001047469-99-012520 CONFORMED SUBMISSION TYPE: DEF 14A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19990512 FILED AS OF DATE: 19990330 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: COATING, ENGRAVING & ALLIED SERVICES [3470] IRS NUMBER: 351828377 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: DEF 14A SEC ACT: SEC FILE NUMBER: 001-13665 FILM NUMBER: 99579350 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: 345 S. HIGH STREET CITY: MUNCIE STATE: IN ZIP: 47307-5004 DEF 14A 1 DEF14A SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant /X/ Filed by a party other than the Registrant / / Check the appropriate box: / / Preliminary Proxy Statement / / Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2)) /X/ Definitive Proxy Statement / / Definitive Additional Materials / / Soliciting Material Pursuant to Section 240.14a-11(c) or Section 240.14a-12 ALLTRISTA CORPORATION - -------------------------------------------------------------------------------- (Name of Registrant as Specified In Its Charter) - -------------------------------------------------------------------------------- (Name of Person(s) Filing Proxy Statement, if other than the Registrant) Payment of Filing Fee (Check the appropriate box): /X/ No fee required / / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11 (1) Title of each class of securities to which transaction applies: ------------------------------------------------------------------------ (2) Aggregate number of securities to which transaction applies: ------------------------------------------------------------------------ (3) Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined): ------------------------------------------------------------------------ (4) Proposed maximum aggregate value of transaction: ------------------------------------------------------------------------ (5) Total fee paid: ------------------------------------------------------------------------ / / Fee paid previously with preliminary materials. / / Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing. (1) Amount Previously Paid: ------------------------------------------------------------------------ (2) Form, Schedule or Registration Statement No.: ------------------------------------------------------------------------ (3) Filing Party: ------------------------------------------------------------------------ (4) Date Filed: ------------------------------------------------------------------------ ALLTRISTA CORPORATION 5875 CASTLE CREEK PARKWAY, NORTH DRIVE, SUITE 440 INDIANAPOLIS, INDIANA 46250-4330 ------------- NOTICE OF ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 12, 1999 ------------- The Annual Meeting of Shareholders of Alltrista Corporation will be held at Alltrista Corporation, 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana, on Wednesday, May 12, 1999, at 8:00 a.m. (EST) for the following purposes: 1. To elect four directors for three-year terms expiring at the Annual Meeting of Shareholders to be held in 2002; 2. To ratify the appointment of the firm of Ernst & Young LLP as independent accountants for 1999; and 3. To transact any other business as properly may come before the meeting, although it is anticipated that no business will be conducted other than the matters listed above. Alltrista Corporation's 1999 annual meeting will be held solely to tabulate the votes cast and report the results of voting on the matters listed in this proxy statement. There will be no other business transacted, and it is not anticipated that any directors or senior executives will be in attendance. Only holders of Common Stock of record at the close of business on March 19, 1999 are entitled to notice of and to vote at the Annual Meeting or any adjournment thereof. A Proxy Statement appears on the following pages. A copy of the Annual Report for 1998 is being mailed to you with this Notice of Annual Meeting of Shareholders and Proxy Statement. By Order of the Board of Directors Garnet E. King CORPORATE SECRETARY March 31, 1999 Indianapolis, Indiana YOUR VOTE IS IMPORTANT YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED ENVELOPE, OR SUBMIT YOUR PROXY OVER THE TELEPHONE OR INTERNET, AS SOON AS POSSIBLE, SO THAT YOUR SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS. TABLE OF CONTENTS
PAGE Proxy Statement.................................................................................................... 3 Election of Directors.............................................................................................. 4 Director Nominees and Continuing Directors....................................................................... 4 Voting Securities and Principal Shareholders....................................................................... 6 Security Ownership by Management and Directors..................................................................... 7 Certain Committees of the Board.................................................................................... 7 Board of Directors Meetings........................................................................................ 8 Executive Compensation............................................................................................. 9 Report of the Executive Compensation Committee................................................................... 9 Summary Compensation Table....................................................................................... 12 Long-Term Incentive Plans Awards in Last Fiscal Year............................................................. 13 Aggregated Option Exercises in 1998 and Fiscal Year-End Option Values............................................ 14 Change of Control Arrangements................................................................................... 14 Directors' Compensation.......................................................................................... 15 Shareholder Return Performance Presentation...................................................................... 15 Activities and Ratification of Appointment of Independent Accountants.............................................. 16 Section 16(a) Beneficial Ownership Reporting Compliance............................................................ 16 Shareholder Proposals.............................................................................................. 16 Solicitation and Other Matters..................................................................................... 17
2 ALLTRISTA CORPORATION 5875 CASTLE CREEK PARKWAY, NORTH DRIVE, SUITE 440 INDIANAPOLIS, INDIANA 46250-4330 ------------- PROXY STATEMENT MARCH 31, 1999 ------------- ANNUAL MEETING OF SHAREHOLDERS TO BE HELD MAY 12, 1999 ------------- To Shareholders of Alltrista Corporation: This Proxy Statement and the accompanying proxy card are furnished to shareholders in connection with the solicitation by the Board of Directors of the Corporation of proxies to be voted at the Annual Meeting of Shareholders to be held on May 12, 1999, and any adjournment thereof, for the purposes stated in the accompanying notice of the meeting. Alltrista Corporation's 1999 annual meeting will, as in prior years, be held solely to report the results of voting on those matters listed in this Proxy Statement. No presentations or other business matters are planned for the meeting. A written report of the results of the vote will be mailed to each shareholder following the meeting. Please sign, date and return your proxy card, or submit your proxy over the telephone or Internet, as soon as possible so that your shares can be voted at the meeting. Any Alltrista stockholder of record desiring to submit their proxy by telephone or over the Internet will be required to enter the unique control number imprinted on such holder's Alltrista proxy card, and therefore should have the proxy card in hand when initiating the session. - To submit your proxy by telephone, dial 1-800-OK2-VOTE (1-800-652-8683) on a touch tone telephone, and follow the simple menu instructions provided. There is no charge for this call. - To submit your proxy over the Internet, log on to the website http://www.vote-by-net.com and follow the simple instructions provided. Similiar instructions are included on the enclosed Alltrista proxy card. A shareholder of the Corporation who has submitted a proxy may revoke it at any time before it is voted, but only by executing and returning to the Corporate Secretary at 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana 46250-4330, a proxy bearing a later date, by giving written notice of revocation to the Corporate Secretary, or by attending the meeting and voting in person. Attendance at the meeting does not, by itself, revoke a proxy. A copy of the Annual Report to Shareholders of the Corporation, including financial statements and a description of its operations for the year 1998, has been mailed to each shareholder of record as of March 19, 1999, with this Proxy Statement. The approximate mailing date of this Proxy Statement and the accompanying proxy card is March 31, 1999. 3 ELECTION OF DIRECTORS Under the Corporation's Articles of Incorporation, the Board of Directors of the Corporation is divided into three classes, as nearly equal in number as possible. One of the three classes is elected each year to succeed the directors whose terms are expiring. Directors hold office until the annual meeting for the year in which their terms expire or for the year next following their seventieth birthday and until their successors are elected and qualified unless, prior to that time, they have resigned, retired, or otherwise left office. The nominees for whom the enclosed proxy is intended to be voted are set forth below. All nominees have consented to be named as candidates in the Proxy Statement and have agreed to serve if elected. It is not contemplated that any of these nominees will be unavailable for election, but if such a situation should arise, the Board of Directors may select a substitute nominee, and in that event such shares will be voted for the person so selected. If a substitute is not so selected, such shares will be voted for the election of the remaining nominees. The Board has no reason to believe that any of the nominees will be unable to serve. In accordance with the Indiana Business Corporation Law, directors are elected by a plurality of the votes cast by the shares entitled to vote in the election at a meeting at which a quorum is present. Abstentions and broker non-votes are considered neither a vote "for" nor "against" the nominees. Set forth below for each director nominee and continuing director are his or her principal occupation and employment during the past five years and certain other information. DIRECTOR NOMINEES AND CONTINUING DIRECTORS TO BE ELECTED FOR A TERM OF THREE YEARS UNTIL THE 2002 ANNUAL MEETING (CLASS III)
DIRECTOR NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS - ------------------------ --- ---------- ----------------------------------------------------------------------------- William A. Foley 51 1995 Mr. Foley was elected Chairman, President and Chief Executive Officer of LESCO, Inc. in October 1994. Mr. Foley joined LESCO, Inc. in July 1993 as President, Chief Executive Officer and a director. Mr. Foley was President and Chief Executive Officer of Imperial Wallcoverings, Inc., a wallpaper producer and a subsidiary of Collins & Aikman, Inc., from October 1990 until February 1993. Mr. Foley also serves as a director of Libbey, Inc. Douglas W. Huemme 57 New Mr. Huemme has been Chairman, President and Chief Executive Officer of Lilly Nominee Industries, Inc. since prior to 1993. Mr. Huemme was elected director of Lilly Industries, Inc. in 1990. Mr. Huemme also serves as a director of First Indiana Corporation and The Somerset Group, Inc. William L. Peterson 69 1993 Mr. Peterson has been Chairman of the Corporation since May 1993. Mr. Peterson was Chief Executive Officer from April 1993 until his retirement from the Corporation in December 1994, and was President of the Corporation from April 1993 until March 1994. Mr. Peterson also is a director of ANB Corporation. Patrick W. Rooney 63 1993 Mr. Rooney has been Chairman and Chief Executive Officer of Cooper Tire & Rubber Company since January 1999. He served as Chairman, President, and Chief Executive Officer of Cooper Tire & Rubber Company from October 1994 to December 1998. From January 1992 until October 1994, Mr. Rooney served as President and Chief Operating Officer of Cooper Tire & Rubber Company. Mr. Rooney was named President and elected a director of Cooper Tire & Rubber Company in February 1990. Mr. Rooney also serves as a director of Huffy Corporation.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE. 4 TERMS EXPIRING AT THE 2000 ANNUAL MEETING (CLASS I)
DIRECTOR NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS - ------------------------ --- ----------- ------------------------------------------------------------------------------- Thomas B. Clark 53 1994 Mr. Clark has been President and Chief Executive Officer of the Corporation since January 1995. Mr. Clark was elected a director of the Corporation in May 1994 and served as President and Chief Operating Officer of the Corporation from March 1994 until December 1994. From April 1993 to February 1994, Mr. Clark served as Senior Vice President and Chief Financial Officer of the Corporation. Mr. Clark also is a director of First Merchants Corporation. David L. Swift 62 1993 Mr. Swift retired from Acme-Cleveland Corporation, a manufacturer of communications, motion control and measurement products, in July 1996. Before his retirement, he was Chairman, President and Chief Executive Officer of Acme-Cleveland Corporation since January 1993. Mr. Swift served as President and Chief Executive Officer of Acme-Cleveland Corporation from April 1987 until January 1993. Mr. Swift also serves as a director of CUNO Incorporated and Twin Disc, Incorporated.
TERMS EXPIRING AT THE 2001 ANNUAL MEETING (CLASS II)
DIRECTOR NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS - ------------------------ --- ----------- ------------------------------------------------------------------------------- Richard L. Molen 58 1993 Mr. Molen retired from Huffy Corporation in December 1997. Before his retirement, he was Chairman, President and Chief Executive Officer of Huffy Corporation since September 1994. Mr. Molen served as President and Chief Executive Officer of Huffy Corporation since April 1993, and has served on its Board of Directors since June 1984. From April 1986 until April 1993, he was President and Chief Operating Officer of Huffy Corporation. Mr. Molen also serves as a director of Huntington Bank and Duriron Company. Lynda W. Popwell 54 1997 Ms. Popwell began serving as President, Carolina Eastman Division of Eastman Chemical Company in January 1998 and from August 1995 until December 1997, she was Vice President, Health, Safety, Environment and Security and Vice President, Quality of Eastman Chemical Company. Ms. Popwell served as Vice President, Tennessee Eastman Division from October 1994 until July 1995 and from February 1993 until September 1994 served as Superintendent, Acid Division of Tennessee Eastman Division, a division of Eastman Chemical Company.
5 VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS At the close of business on March 19, 1999, there were outstanding and entitled to vote 6,768,680 shares of Common Stock. Each share of Common Stock is entitled to one vote. So far as is known to the Board of Directors, the following table indicates the only beneficial owners of more than five percent of the Corporation's outstanding Common Stock as of March 19, 1999. The information shown below is derived from the latest reports provided to the Corporation by the entities named below. Unless otherwise noted, the Corporation believes that the persons named in this table have sole voting and dispositive power with respect to the shares listed.
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS - -------------------------------------------------------- -------------------------- ----------------- Sanford C. Bernstein & Co., Inc......................... 677,530(1) 10.01% 767 Fifth Avenue New York, NY 10153 David L. Babson & Co. Inc............................... 539,500 7.97 One Memorial Drive Cambridge, MA 02142-1300 First Manhattan Co...................................... 491,646(2) 7.26 437 Madison Avenue New York, NY 10022-7002 The Prudential Insurance Company of America............. 480,500(3) 7.10 751 Broad Street Newark, NJ 07102-3777 Neuberger & Berman, LLC................................. 411,600(4) 6.08 605 Third Avenue New York, NY 10158-3698 Lazard Freres & Company, LLC............................ 448,400 6.62 30 Rockefeller Plaza New York, NY 10020
- -------------- (1) Includes 10,005 shares for which voting power is shared. (2) Includes (i) 86,650 shares for which beneficial ownership is disclaimed, (ii) 1,000 shares for which dispositive power is disclaimed, (iii) 478,776 shares for which voting power is shared, and (iv) 483,596 shares for which dispositive power is shared. (3) Includes 45,300 shares for which voting and dispositive power is shared. (4) Includes 411,600 shares for which dispositive power is shared. 6 SECURITY OWNERSHIP BY MANAGEMENT AND DIRECTORS The following table lists the beneficial ownership of Common Stock of the Corporation, as of the close of business on March 19, 1999, held by director nominees, continuing directors, each of the non-director executive officers named in the Summary Compensation Table, and all directors and executive officers as a group. Unless otherwise noted, the beneficial owner has sole voting and investment power.
SHARES BENEFICIALLY NAME OF BENEFICIAL OWNER OWNED(1) PERCENT OF CLASS - ------------------------------------------------------------------ -------------------------- ----------------- Kevin D. Bower.................................................... 15,046 * Thomas B. Clark................................................... 72,432(2) 1.07 William A. Foley.................................................. 2,650 * Jerry T. McDowell................................................. 54,742 * Larry D. Miller................................................... 33,598 * Richard L. Molen.................................................. 3,400 * William L. Peterson............................................... 82,938(3) 1.23 Lynda W. Popwell.................................................. 1,425 * Patrick W. Rooney................................................. 2,800 * David L. Swift.................................................... 4,100 * J. David Tolbert.................................................. 5,036 * All of the above and present executive officers as a group (13 persons)......................................................... 281,508 4.16
- -------------- * Less than 1% (1) The shares shown include the following shares that may be purchased pursuant to stock options that are exercisable within 60 days of March 19, 1999: Mr. Bower, 12,625 shares; Mr. Clark, 39,840 shares; Mr. McDowell, 42,300 shares; Mr. Miller, 18,604 shares; Mr. Tolbert, 3,563 shares; Mr. Foley, 2,350 shares; Mr. Molen, 3,050 shares; Mr. Peterson, 2,000 shares; Ms. Popwell, 1,000 shares; Mr. Rooney, 2,000 shares, and Mr. Swift, 3,400 shares. (2) Includes 29,791 shares held in trust for which he disclaims any beneficial ownership. (3) Includes 2,701 shares held in trust for which he disclaims any beneficial ownership. CERTAIN COMMITTEES OF THE BOARD The standing committees of the Board of Directors are the Audit, Executive Compensation, Nominating and Strategy Committees. AUDIT COMMITTEE The Audit Committee is comprised of four directors, Messrs. Swift (Committee Chairman), Peterson and Rooney and Ms. Popwell. The duties of the Audit Committee are to: (a) recommend for nomination by the Board of Directors the independent certified public accountants who shall conduct the annual audit of the Corporation; (b) assist the Board of Directors in fulfilling its fiduciary responsibilities relating to corporate accounting and reporting practices through review of accounting principles, policies, and changes thereto, financial statements, and general financial disclosure procedures; (c) maintain, through periodic meetings, a direct line of communication with the independent accountants to provide for exchanges of views and information; and (d) review management's evaluation of the adequacy of the Corporation's internal control structure and the extent to which major recommendations made by the independent accountants have been implemented. The Audit Committee met three times during 1998. EXECUTIVE COMPENSATION COMMITTEE The Executive Compensation Committee is comprised of four directors, Messrs. Foley (Committee Chairman), Molen, Peterson and Swift. The duties of the Executive Compensation Committee are to: (a) approve the salaries of all elected corporate officers and other employees of the Corporation, as the Board of Directors may determine and direct from time to time; (b) approve the Corporation's schedule of salary ranges and grades for all salaried employees; (c) approve the Corporation's schedule for approval signatures to be required for salary and employee status changes; (d) approve the Corporation's incentive compensation program, including its design, administration, participation basis and participation rates, as they apply to all elected corporate officers and other employees of the Corporation, as the Board of Directors may determine and direct from time to time; (e) approve major salaried employee benefit plans and changes thereto, including plan additions, terminations, and discontinuations; (f) direct the administration of the 7 Corporation's long-term equity incentive plans and deferred compensation plans in accordance with such plans; (g) designate from time to time those officers and other key employees of the Corporation and its subsidiaries to whom equity awards are to be granted, approve the quantity of such awards granted from time to time to any individual, and determine the exercise price of any options granted; and (h) perform such other functions with respect to employee compensation as may be requested by the Board of Directors. The Executive Compensation Committee met three times during 1998. NOMINATING COMMITTEE The Nominating Committee is comprised of four directors, Messrs. Molen (Committee Chairman), Clark, Foley and Rooney. The duties of the Nominating Committee are to review and make recommendations regarding: (a) the organization and structure of the Board; (b) the candidate for Chairperson of the Board; (c) the qualifications for director candidates; (d) the candidates for election to the Board; and (e) the effectiveness of the Board and each director in the corporate governance process. The Nominating Committee met once during 1998. The Nominating Committee seeks potential nominees for Board membership in a number of ways and will consider nominees recommended by shareholders. Any such recommendation should be in writing and addressed to the Corporate Secretary, Alltrista Corporation, 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana 46250. STRATEGY COMMITTEE The Strategy Committee is comprised of four directors, Messrs. Swift (Committee Chairman), Clark, Foley, and Molen. The duties of the Strategy Committee are to: (a) review the major business strategies of the Corporation as formulated by management; (b) provide counsel to management regarding elements of strategy; and (c) to provide a continuing interface between management and the Board of Directors with respect to corporate level strategy. The Strategy Committee met three times during 1998. BOARD OF DIRECTORS MEETINGS The Board of Directors met five times during 1998. All directors of the Corporation's Board of Directors attended at least 75 percent of the aggregate of (1) the total number of meetings of the Board of Directors and (2) the total number of meetings held by all committees of the Board on which they served. 8 EXECUTIVE COMPENSATION REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE INTRODUCTION The Corporation's Executive Compensation Committee ("Committee") consists of four directors, all of whom have considerable experience in executive compensation issues and management development. No member of the Committee, except Mr. Peterson, has ever been an officer or employee of the Corporation, nor is there a direct or indirect relationship between any of the members of the Committee and any of the Corporation's executive officers. The Board of Directors of the Corporation has established certain benefit plans. These plans currently include the Alltrista Corporation 1993 Economic Value Added Incentive Compensation Plan for Key Members of Management ("EVA Plan"), the Alltrista Corporation 1993 Deferred Compensation Plans ("Deferred Compensation Plans"), the Alltrista Corporation Excess Savings and Retirement Plan ("Excess Savings and Retirement Plan"), the Alltrista Corporation 1996 Employee Stock Purchase Plan, the Alltrista Corporation 1997 Deferred Compensation Plan for Directors, and the Alltrista Corporation 1998 Long-Term Equity Incentive Plan (the "Equity Plan"). The Committee annually determines compensation of the Corporation's senior management and its executive officers, oversees the administration of executive programs, and has approved a compensation philosophy for the Corporation, which is described below. EXECUTIVE COMPENSATION PHILOSOPHY The basic elements of the Corporation's compensation philosophy are to provide competitive annual compensation combined with long-term reward opportunities and risks by linking management's compensation to the Corporation's success in creating value for its shareholders. The total compensation package, which includes base salary, incentive compensation and long-term incentive opportunities in the form of stock, is designed to allow the Corporation to attract, motivate, and retain top quality executive officers. An executive's total compensation, including the Chief Executive Officer's, is determined after a subjective review of the executive's objectives and performance compared to peers within the Corporation. The Corporation also compares the pay of executives in similar positions of other manufacturing firms of similar size (based upon sales, business activity and total employment) as reflected in studies and salary surveys prepared by compensation consulting firms, which are among those most widely used. The comparison is made against a data base of many industrial corporations rather than only companies in the various industries in which the Corporation does business because the Committee believes industrial corporations generally represent the Corporation's most direct competitors for executive talent. The combination of base salary and target incentive compensation is intended to result in compensation ranges having an upper limit which is approximately 20% above, and a lower limit which is approximately 20% below, median levels of comparable industrial companies for equivalent positions. The target compensation level within the 20% range above and below the median for each executive, other than the Chief Executive Officer, is established based on recommendations from the Chief Executive Officer, together with the Committee's consideration of the executive's responsibilities and individual performance versus predetermined personal goals and objectives. Target total compensation for Mr. Clark was within the established percentile range for 1998. CASH COMPENSATION For 1998, base salaries and target incentive compensation participation rates (percentage of base salary) for the Corporation's executive officers were established by the Committee. Base salary and incentive compensation (total cash compensation) earned in 1998 by the Named Executive Officers are reflected in the "Salary" and "Bonus" columns in the Summary Compensation Table. Once the appropriate target total compensation for an executive is established, base salary is determined by dividing total target compensation by the sum of one plus the executive's incentive compensation participation rate. For example, Mr. Clark's incentive compensation participation rate for 1998 was 65%. Accordingly, his base salary was calculated by dividing his target total compensation by 1.65. Consequently, when target performance as defined in the EVA Plan is attained, Mr. Clark will be paid a total compensation which equals the amount established by the Committee as appropriate for his performance when compared to executives in similar positions at other companies. Target incentive compensation participation rates are set by level of responsibility and represent a greater proportion of total compensation as the responsibility of the executive increases. As a result, senior executives have a significant portion of total compensation "at risk" and dependent on increasing economic value. The 1998 target incentive compensation for Mr. Clark was 65% of his base salary; for Mr. McDowell and Mr. Bower, 50% of their base salary; for 9 Mr. Miller 35% of his base salary; and for Mr. Tolbert 30% of his base salary. The award to Mr. McDowell is based 75% on the actual performance of the Metals Group for which he is responsible and 25% on the actual performance of the Plastics Group; these proportions are intended to incentivize inter-group cooperation. For the year ended December 31, 1998, incentive compensation for corporate level participants was paid at 1.36 times the target incentive compensation established under the EVA Plan. The EVA Plan awards incentive compensation to the Named Executive Officers, as defined below, based upon actual performance of the Corporation relative to Economic Value Added ("EVA") targets, and the awards of the individuals in each division are based on the actual performance of the respective divisions relative to their individual EVA target. The EVA Plan recognizes the correlation between changes in EVA and changes in the Corporation's market value. Generally, increases in EVA will result in total compensation which exceeds target total compensation, maintenance of EVA will result in total compensation equivalent to target total compensation, and reductions in EVA will result in total compensation which is less than target total compensation. The program applies to all key employees and all executive officers, including the Chief Executive Officer. Incentive compensation is not, in part or in total, discretionary, but instead is driven by actual EVA compared to an established target. The target return on invested capital ("EVA target") for any year is determined in accordance with the provisions of the EVA Plan. The EVA target for a year is a function of the prior year's target, adjusted up or down depending on the prior year's actual performance versus the prior year's target, i.e., if actual performance exceeds target, the target for the following year is increased by a portion of such excess; if actual performance is less than target, the target for the following year is reduced by a portion of such shortfall. This adjustment process is carried out according to a specific formula and is not discretionary. The purpose of the EVA Plan is to encourage sustained value creation by the management of the Corporation by establishing a direct link between EVA achieved and incentive compensation payments. This approach establishes a link between shareholder value and incentive compensation. There is no maximum on the annual amount of incentive compensation which can be earned; however, incentive compensation earned in any year in excess of two times the individual's target incentive compensation is accrued in a contingent "bank." The amount of incentive compensation earned in a year may be negative, in which case such negative amount is applied against any positive bank balance resulting from prior years' performance, and may result in a negative bank balance. One-third of the beginning of the year bank balance, after consideration of any negative incentive compensation from the current year, is paid to the individual in combination with the current year's incentive compensation. If an individual has a negative bank balance at the beginning of the year and earns incentive compensation for the year, up to one-third of the amount earned in excess of the individual's target incentive compensation for the year is used to reduce the negative bank balance. Positive bank balances remain completely at risk at all times except in the event of death or disability. A positive bank balance at death or disability will be paid in full without adjustments for negative performance in the year following such death or disability. Upon retirement, the bank balance will be paid in full after adjustments for any negative performance in the year following the year of retirement. The bank balance will be forfeited upon any other termination of employment. Certain participants in the EVA Plan, which include all of the Named Executive Officers, may elect to receive in cash all or any part of the incentive compensation payable, with the remaining portion deferred under various deferred compensation options selected by the participant. The participant may elect to have the deferrals paid at a future date, either in a lump sum or in up to fifteen substantially equal annual installments. LONG-TERM, EQUITY-BASED EMPLOYEE INCENTIVE COMPENSATION The Corporation's Long-Term Equity Incentive Plan (the "Equity Plan") is designed to give the Board discretion and flexibility in designing incentive compensation packages to motivate executive officers and key employees to maximize shareholder value. Pursuant to the Equity Plan, the Board may issue to nonemployee directors, executive officers and key employees of the Corporation incentive stock options, nonqualified stock options, restricted stock, stock equivalent units, stock appreciation rights and other stock-related forms of incentive compensation. The specific types and size of awards to be granted (other than Director Options) and the terms and conditions of such awards will be determined by the Committee subject to the provisions of the Equity Plan. Pursuant to the provisions of the Equity Plan the Committee implemented a long-term incentive plan in 1998. This plan provides for the award of stock equivalent units to select key employees, including the Named Executive Officers. Participants receive an award for a target number of stock equivalent units and have the right to convert these units into Common Shares of the Company provided that specified levels of performance for a three-year period as established by the Committee are achieved. In the event that a minimum level of performance is not achieved no stock equivalent units may be converted and such units are forfeited. If actual performance exceeds target, participants are able to earn additional stock equivalent units subject to a maximum of 150% of the original award. The performance period for the 10 initial phase of this plan is fiscal years 1998, 1999, and 2000. In 1998, Mr. Clark received an award of 7,000 stock equivalent units under this plan. Under the Corporation's Equity Plan, stock options may be granted to the Corporation's executive officers and other key employees. The Committee has set guidelines which determine the number of shares to be granted and the frequency of stock option awards. These guidelines, which are applicable to all participants including the Chief Executive Officer, provide that awards will generally be based upon the employee's position within the Corporation and a subjective review of the employee's performance. Any such decision would be subjective in nature and not based upon any objective factors. The stock option awards to each individual are not conditioned on the number of previously granted options. All awards are made by the Committee, which has the discretion to elect not to award stock option grants. Stock options are granted with an exercise price equal to the closing market price of the Common Stock on the date of the grant and become exercisable at a rate of 25% annually beginning on the first anniversary of the grant. There were no stock options granted to the Named Executive Officers in 1998. The Corporation's Equity Plan allows the Committee to award grants of shares of restricted stock to select key employees, including the Named Executive Officers but primarily under circumstances associated with initial employment or a significant increase in responsibility. Mr. Clark, Chief Executive Officer, holds no restricted stock. Among other restrictions, the Equity Plan requires that any restricted stock issued on which the restrictions have not lapsed must be returned to the Corporation if the employee's employment with the Corporation is terminated for any reason other than death or disability. The restrictions on all grants made through December 31, 1998 lapse at a rate of 20% annually beginning on the first anniversary of the award. The Committee may grant shares of restricted stock whose restrictions lapse as a function of parameters other than the passage of time. The holders of restricted stock have a right to vote the shares and receive dividends, if declared. There were no restricted stock grants to the Named Executive Officers in 1998. The Committee believes that the total compensation package has been designed to motivate executive officers and focus on increasing the market value of the Corporation's Common Stock. The following tables reflect the compensation structure being pursued by the Committee. Respectfully submitted. Executive Compensation Committee William A. Foley, CHAIRMAN Richard L. Molen William L. Peterson David L. Swift 11 SUMMARY COMPENSATION TABLE The following table sets forth a summary of the annual and long-term compensation of the Chief Executive Officer and the four other most highly compensated executive officers (the "Named Executive Officers") of the Corporation for the year ended December 31, 1998 for services in all capacities to the Corporation.
LONG TERM COMPENSATION ------------------------------------- AWARD ANNUAL COMPENSATION ------------------------ PAYOUT RESTRICTED SECURITIES ----------- -------------------- STOCK UNDERLYING LTIP ALL OTHER NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS(2) OPTIONS PAYOUTS(3) COMPENSATION(4) - --------------------------------------- --- --------- --------- ----------- ----------- ----------- ----------------- Thomas B. Clark 1998 $ 281,134 $ 248,523 0 0 $ 4,839 $ 36,597 President and Chief 1997 254,865 165,622 0 7,000 7,259 57,231 Executive Officer 1996 239,230 210,630 0 7,000 10,888 18,971 Kevin D. Bower 1998 149,038 101,346 0 0 1,290 11,218 Senior Vice President 1997 121,634 60,817 $ 49,000 2,500 1,935 9,498 and Chief Financial Officer 1996 110,769 60,101 0 2,500 2,903 7,233 Jerry T. McDowell 1998 209,192 104,596 0 0 11,315 41,780 Group Vice President, 1997 193,769 96,884 $ 49,000 5,000 16,972 58,566 Metal Products 1996 181,538 123,053 0 5,000 25,459 26,409 Larry D. Miller Vice President, 1998 116,769 55,582 0 0 2,184 16,483 Communications and 1997 109,057 38,170 0 1,500 3,276 19,966 Investor Relations 1996 105,807 50,309 0 2,000 4,914 14,583 J. David Tolbert(5) 1998 117,692 48,018 0 0 0 8,680 Vice President, Human Resources and Administration
- -------------- (1) Excludes amounts that were paid from the officer's banked amounts under the Corporation's EVA Plan for prior performance. (2) Messrs. Bower and McDowell each were granted 2,000 shares of Common Stock pursuant to the Alltrista Corporation 1993 Restricted Stock Plan which vests at a rate of 20% per year. Of the original grants, Mr. Bower held 1,600 shares of restricted stock having a market value of $38,400 as of December 31, 1998 and Mr. McDowell held 1,600 shares of restricted stock having a market value of $38,400 on December 31, 1998. Such shares of restricted stock are eligible to receive any dividends declared on the Corporation's Common Stock. (3) Represents amounts paid from the "bank" under the Corporation's EVA Plan for prior performance (See "Report of The Executive Compensation Committee, Long-Term EVA Plan Compensation"). (4) The amounts shown in the All Other Compensation column for 1998 are comprised as follows: Mr. Clark -- above-market interest on deferred compensation account, $8,959; life insurance premiums, $1,074; long term disability premiums, $1,697; the Corporation's match on the employee's 401(k) contribution, $6,400; the Corporation's additional contribution to the employee's 401(k), $4,800; the Corporation's contribution to the excess savings and retirement account for 1998, $13,667. Mr. Bower -- life insurance premiums, $1,074; long term disability premiums, $982; the Corporation's match on the employee's 401(k) contribution, $5,961; the Corporation's additional contribution to the employee's 401(k), $2,400; the Corporation's contribution to Employee Stock Purchase Plan, $25; the Corporation's contribution to the excess savings and retirement account for 1998, $776. Mr. McDowell -- above-market interest on deferred compensation account, $16,417; life insurance premiums, $1,074; long term disability premium, $1,385; the Corporation's match on the employee's 401(k) contribution, $6,400; the Corporation's additional contribution to the employee's 401(k), $7,200; the Corporation's contribution to the excess savings and retirement account for 1998, $9,304. Mr. Miller -- life insurance premiums, $834; long term disability premiums, $695; the Corporation's match on the employee's 401(k) contribution, $4,670; the Corporation's additional contribution to the employee's 401(k), $10,284. Mr. Tolbert -- life insurance premiums, $819; long term disability premiums, $668; the Corporation's match on the employee's 401(k) contribution, $4,707; the Corporation's additional contribution to the employee's 401(k), $1,431; the Corporation's contribution to Employee Stock Purchase Plan, $1,055. (5) Information regarding annual and long-term compensation of Mr. Tolbert for 1997 and 1996 has not been included because he was not a Named Executive Officer for those years. 12 LONG-TERM INCENTIVE PLANS AWARDS IN LAST FISCAL YEAR The following table summarizes the performance share grants in 1998 for the Named Executives Officers.
ESTIMATED FUTURE PAYOUTS UNDER NON-STOCK PRICE-BASED PLANS(2) ---------------------------------------------- NUMBER OF PERFORMANCE PERIOD THRESHOLD TARGET MAXIMUM NAME UNITS(1) UNTIL MATURATION (# OF SHARES) (# OF SHARES) (# OF SHARES) - -------------------------------------------- ----------- ------------------ -------------- -------------- -------------- Thomas B. Clark............................. 7,000 1998 - 2000 -0- 7,000 10,500 Kevin D. Bower.............................. 2,115 1998 - 2000 -0- 2,115 3,172 Jerry T. McDowell........................... 2,115 1998 - 2000 -0- 2,115 3,172 Larry D. Miller............................. 423 1998 - 2000 -0- 423 634 J. David Tolbert............................ 1,233 1998 - 2000 -0- 1,233 1,849
- -------------- (1) The first grant of Stock Equivalent Units ("Units") for the performance period of three consecutive calendar years beginning January 1, 1998 under the 1998 Performance Share Plan (the "1998 Plan"). (2) Units will be convertible into shares of Common Stock following the end of the three-year performance period based on the Corporation's actual performance compared to threshold, target and maximum performance levels established by the Committee. If the threshold level of performance is not exceeded, the Units will be forfeited and no shares of Common Stock will be issued. If the target level of performance is achieved, then Units will be convertible into shares of Common Stock equal in number to the target number of shares of Common Stock. If the maximum level of performance is achieved or exceeded, then Units will be convertible into shares of Common Stock equal in number to 150% of the target number of shares. The number of shares into which Units are convertible for levels of performance between threshold and target and between target and maximum will be based on interpolation. If a 1998 Plan participant terminates employment prior to the end of the three-year performance period for any reason other than retirement, disability or death, the participant forfeits all rights with respect to the Units. 13 AGGREGATED OPTION EXERCISES IN 1998 AND FISCAL YEAR-END OPTION VALUES The following table summarizes the stock options exercised during 1998 and the stock options outstanding on December 31, 1998 for the Named Executive Officers.
NUMBER OF SECURITIES VALUE OF UNEXERCISED UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS AT DECEMBER 31, 1998 AT DECEMBER 31, 1998(2) SHARES ACQUIRED VALUE -------------------------- -------------------------- NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE - ---------------------------------------- --------------- ------------- ----------- ------------- ----------- ------------- Thomas B. Clark......................... -0- $ 0 34,590 10,500 $ 260,303 $ 25,812 Kevin D. Bower.......................... -0- 0 10,750 3,750 67,593 9,218 Jerry T. McDowell....................... -0- 0 38,675 7,375 372,020 18,218 Larry D. Miller......................... -0- 0 25,085 2,625 261,137 6,437 J. David Tolbert........................ -0- 0 2,814 1,686 15,894 4,168
- ------------ (1) Before taxes. (2) Before taxes. The dollar value reported is based on the difference between the exercise price of the option outstanding and the market price of Alltrista Common Stock at the close of trading on December 31, 1998. The closing market price on that date was $24.00 per share. CHANGE OF CONTROL AGREEMENTS The Corporation has change of control severance agreements with the Named Executive Officers. The agreements are effective on a year-to-year basis and would provide severance benefits in the event of both a change of control of the Corporation and an actual or constructive termination of employment within two years after a change in control. Under the agreements, a "change in control" can occur by virtue, in general terms, of an acquisition by any person of 30 percent or more of the Corporation's voting shares; a merger in which the shareholders of the Corporation before the merger own 50 percent or less of the Corporation's voting shares after the merger; shareholder approval of a plan of liquidation or to sell or dispose of substantially all of the assets of the Corporation; and if, during any two-year period, directors at the beginning of the period fail to constitute a majority of the Board of Directors. "Actual termination" is any termination other than by death or disability, by the Corporation for cause, or by the executive other than for constructive termination. "Constructive termination" means, in general terms, any significant reduction in duties, compensation or benefits or change of office location from those in effect immediately prior to the change in control, unless agreed to by the executive. The severance benefits payable, in addition to base salary and incentive compensation accrued through the date of termination, shall include (i) three times current annual base salary and target incentive compensation; (ii) the bargain element value of then outstanding stock options; (iii) the value of then outstanding common stock equivalents; (iv) an amount equal to the employer and matching contributions the individual would have received under the Corporation's defined contribution plans for a period of 3 years; (v) life, disability, accident and health benefits for a period of 35 months; (vi) the amount of any "bank" balance of the individual under the Corporation's EVA Plan; (vii) outplacement services; and (viii) legal fees and expenses reasonably incurred in enforcing the agreements. The agreements were not entered into in response to any effort to acquire control of the Corporation, and the Corporation is not aware of any such effort. 14 DIRECTORS' COMPENSATION A non-employee director who serves as Chairman of the Board will receive as compensation an annual retainer of $36,000, plus meeting fees at the same rate as those for other non-employee directors. Directors who are not employees of the Corporation receive as compensation an annual retainer of $12,000 and an annual fee of $1,500 for serving as chairman of a Board committee. In addition, non-employee directors will be paid a fee of $750 for attendance at each Board of Directors' meeting, $600 per day for attendance at one or more committee meetings, $625 for participation in a telephonic Board of Directors' meeting, and $500 for participation in a telephonic committee meeting. Directors who are also employees of the Corporation receive no additional compensation for their service on the Board or on any Board committee. The Corporation's Equity Plan authorizes the grant of an option to acquire 1,000 shares of the Corporation's Common Stock on April 30 of each year to each non-employee director. Ms. Popwell and Messrs. Foley, Molen, Rooney and Swift each received 1,000 share grants in 1998. The exercise price for each share of the Corporation's Common Stock subject to the option granted to such director will be equal to the fair market value of a share of the Corporation's Common Stock as of the date such option is granted. The option will be a non-qualified option and will expire ten years after the date it is granted. The option will become exercisable at the earlier of one year subsequent to the date the option was granted or upon the optionee's death, disability or attainment by the optionee of age 70. SHAREHOLDER RETURN PERFORMANCE PRESENTATION Set forth below is a graph comparing the shareholder return from December 31, 1993, through December 31, 1998, for the Corporation, the Dow Jones Equity Market Index, and the Dow Jones Industrial--Diversified Index. The graph assumes that the beginning value of the Common Stock of the Corporation on each index was $100. COMPARISON OF CUMULATIVE TOTAL RETURN AMONG ALLTRISTA, DOW JONES EQUITY MARKET INDEX AND DOW JONES INDUSTRIAL--DIVERSIFIED INDEX EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
D.J. INDUSTRIAL - DIVERSIFIED DOLLARS ALLTRISTA D.J. EQUITY MARKET INDEX INDEX December 31, 1993 $100 $100 $100 December 31, 1994 $116 $101 $92 December 31, 1995 $106 $139 $120 December 31, 1996 $151 $171 $155 December 31, 1997 $167 $229 $204 December 31, 1998 $141 $294 $234
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, 1993 1994 1995 1996 1997 ALLTRISTA...................... $ 100 $ 116 $ 106 $ 151 $ 167 D.J. EQUITY.................... 100 101 139 171 229 D.J. INDUSTRIAL -- DIVERSIFIED................... 100 92 120 155 204 DECEMBER 31, 1998 ALLTRISTA...................... $ 141 D.J. EQUITY.................... 294 D.J. INDUSTRIAL -- DIVERSIFIED................... 234
The Dow Jones Industrial -- Diversified Index was selected for comparison purposes since the Corporation is a multi-industry company. This index is comprised of companies that participate in two or more industries in the industrial market sector or whose products are used in many different industries. 15 ACTIVITIES AND RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS During 1998, Ernst & Young LLP rendered audit and nonaudit services to the Corporation. Audit services included examinations of the consolidated financial statements required to be filed, reviews of quarterly financial data and filings with the Securities and Exchange Commission. Nonaudit services included advice and consultations relating to a disposition then being considered by the Corporation. The Board of Directors recommends that the shareholders vote for ratification of the appointment of Ernst & Young LLP as independent public accountants for 1999. If the appointment of Ernst & Young LLP is not ratified by the shareholders, the Audit Committee will select another firm of independent public accountants for 1999. Representatives of Ernst & Young LLP are not expected to be present at the Annual Meeting of Shareholders, and thus will not be available to respond to questions from, and to make a statement, to the shareholders. THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP AS INDEPENDENT ACCOUNTANTS FOR 1999. SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE The Corporation believes that during 1998 its executive officers and directors complied with all Section 16 filing requirements under Section 16(a) of the Securities Exchange Act of 1934 "with the exception of one late report for Lynda W. Popwell. Ms. Popwell inadvertently neglected to file with the Securities and Exchange Commission a Form 4 within the appropriate filing period to report a purchase of shares. The information has since been provided to the Commission. SHAREHOLDER PROPOSALS Proposals of shareholders intended to be presented at the 2000 Annual Meeting must be in writing and received by the Corporate Secretary at the Corporation's principal executive offices, 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana 46250, by December 2, 1999, for inclusion in the Corporation's 2000 Proxy Statement. In order to be considered timely under the Corporation's By-Laws, as amended, shareholder proposals and shareholder nominations of candidates for election to the Board of Directors intended to be presented at the 2000 Annual Meeting, but not included in the Corporation's 2000 Proxy Statement, must be in writing and received by the Corporate Secretary at the address set forth in the immediately preceding sentence not later than February 12, 2000 and not earlier than January 13, 2000. 16 SOLICITATION AND OTHER MATTERS The cost of soliciting proxies will be paid by the Corporation. In addition to solicitations by mail, some directors, officers and regular employees of the Corporation, without extra remuneration, may conduct solicitations by telephone, facsimile and personal interview. The Corporation will reimburse brokerage firms and other custodians, nominees and fiduciaries for reasonable expenses incurred by them in sending proxy material and annual reports to the beneficial owners of Common Stock. In addition, the Corporation has engaged Beacon Hill Partners, Inc. to assist it in the solicitation of proxies, for a fee of approximately $2,500, plus out-of-pocket expenses. As of the date of this Proxy Statement, the Board of Directors of the Corporation has no knowledge of any matters to be presented for consideration at the meeting other than those referred to above. However, persons named in the accompanying form of proxy shall have the authority to vote such proxy as to any other matters which do properly come before the meeting and as to matters incidental to the conduct of the meeting, according to their discretion. By Order of the Board of Directors Garnet E. King CORPORATE SECRETARY March 31, 1999 Indianapolis, Indiana 17 [LOGO] /X/Please mark your votes as in this example This proxy when properly executed will be voted in the manner directed herein by the undersigned stockholder(s). If no direction is made, this proxy will be voted FOR the proposals 1 and 2. FOR WITHHELD authority for all Nominees 1. Election of / / / / Nominees: Directors 01. William A. Foley 02. Douglas W. Huemme 03. William L. Peterson 04. Patrick W. Rooney For, except vote withheld from the following nominee(s) - --------------- FOR AGAINST ABSTAIN 2. Proposal to approve the appointment of / / / / / / Ernst & Young LLP as the independent public accountants of the Corporation. 3. In their discretion, the proxies are authorized to vote upon such other business as properly may come before the meeting. Please sign exactly as name appears at left. When signing as attorney, executor, administrator, trustee, or guardian, please give full titles as such. If a corporation, please sign in full corporate name by President or other authorized officer. If a partnership, please sign in partnership name by authorized person. ---------------------------------------- Signature Date ---------------------------------------- Signature (if held jointly) Date Note: Please sign name exactly as your name appears on the Stock Certificate. When signing as attorney, executor, administrator, trustee or guardian, please give full title. If more than one trustee, all should sign. All joint owners must sign. TRIANGLE FOLD AND DETACH HERE TRIANGLE Alltrista Corporation stockholders can now submit their proxies over the telephone or the Internet. This eliminates the need to return the proxy card. To submit your proxies over the telephone or the Internet you must have your proxy card and Social Security Number available. The three-part Voter Control Number (including the # signs) that appears in the box just below the perforation must be used in order to submit your proxy by telephone or over the Internet. These systems can be accessed 24 hours a day, seven days a week up until the day prior to the meeting. 1. To submit your proxy over the telephone: On a touch tone telephone call 1-800-OK2-VOTE (1-800-652-8683). 2. To submit your proxy over the Internet: Log on to the Internet and go to the website http://www.vote-by-net.com. Your vote over the telephone or the Internet instructs the Proxies in the same manner as if you marked, signed, dated and returned your proxy card. If you choose to submit your proxy over the telephone or the Internet, there is no need for you to mail back your proxy card. Your vote is important. Thank you for voting. ALLTRISTA CORPORATION PROXY/VOTING INSTRUCTION CARD P R O X Y 5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, IN 46250 ------------------------------------------------------------------------- THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL MEETING ON MAY 12, 1999. The undersigned hereby appoints Kevin D. Bower, Jerry T. McDowell, Larry D. Miller, and each or any of them as Proxies, with full power of substitution, to vote all shares of Alltrista Corporation Common Stock entitled to be voted by the undersigned for the election of directors and on Proposal 2 referred to on the reverse side of this Proxy Card and described in the Proxy Statement, and on any other business as properly may come before the Annual Meeting of Shareholders on May 12, 1999, or any adjournment thereof. THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED FOR ITEMS 1 AND 2. Election of four Directors. Nominees are: William A. Foley, Douglas W. Huemme, William L. Peterson, Patrick W. Rooney IF YOU DO NOT SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET, PLEASE SIGN AND DATE ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE. |SEE REVERSE| | SIDE | TRIANGLE FOLD AND DETACH HERE TRIANGLE YOU CAN NOW... SUBMIT YOUR PROXY OVER THE INTERNET OR BY TELEPHONE! (SEE REVERSE SIDE FOR INSTRUCTIONS) -----END PRIVACY-ENHANCED MESSAGE-----