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Jarden Corp – ‘DEFA14A’ on 7/3/01

On: Tuesday, 7/3/01, at 5:16pm ET · Accession #: 1133884-1-500394 · File #: 1-13665

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 7/03/01  Jarden Corp                       DEFA14A                1:25K                                    Georgeson Shareholder/FA

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFA14A     Additional Definitive Proxy Solicitation Material      9     43K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Thomas B. Clark
1	1st Page - Filing Submission
2	Thomas B. Clark

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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))
/ / Definitive Proxy Statement
/X/ Definitive Additional Materials
/ / Soliciting Material Pursuant to 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:

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ALLTRISTA CORPORATION
5875 CASTLE CREEK PARKWAY, NORTH DRIVE, SUITE 440
INDIANAPOLIS, INDIANA 46250-4330

July 3, 2001

To Shareholders of Alltrista Corporation:

The accompanying Notice and Proxy Statement Supplement are being
furnished to you in connection with the solicitation by the Board of Directors
of Alltrista Corporation (the "Corporation") of proxies to be voted at the
Annual Meeting of Shareholders and to provide you with notice of the new
location, date and time of the Annual Meeting of Shareholders which was
originally scheduled for June 1, 2001 and then adjourned to a later date.
Supplemental information regarding Mr. Martin E. Franklin and Mr. Ian G.H.
Ashken is also being provided. In order for your shares to be represented at the
rescheduled meeting, you must sign, date and return the enclosed GREEN STRIPED
proxy card or submit your proxy by telephone or over the internet as described
in the Proxy Statement Supplement. EVEN IF YOU HAVE ALREADY RETURNED A PROXY
CARD, YOU MUST SUBMIT A NEW PROXY NOW IN ORDER FOR YOUR SHARES TO BE REPRESENTED
AT THE ANNUAL MEETING.

As previously reported, the Corporation had been in negotiations with
Marlin Partners II, L.P. ("Marlin Partners") for a possible sale of the
Corporation to Marlin Partners for $18 per share. Subsequently, Marlin Partners
withdrew the $18 per share offer and submitted two alternative proposals to
acquire the Corporation contingent upon a number of factors, including the sale
of the Corporation's thermoforming operations at a minimum price. The
Corporation's Board of Directors was unable to accept either alternative due to
certain contingencies, including conditions regarding structure and
consideration. However, the Board agreed to expand the Board of Directors from
seven to nine members and invite two representatives of Marlin Partners, Mr.
Martin E. Franklin and Mr. Ian G.H. Ashken, to join the Corporation's Board of
Directors. In exchange, Marlin Partners terminated its proxy contest and agreed,
among other things, not to engage in a proxy contest during 2002.

Your Board of Directors determined that it was in the Corporation's
best interest to invite Mr. Franklin and Mr. Ashken to join the Board. We look
forward to working with them in the future.

Very Truly Yours,

/s/ Thomas B. Clark

Thomas B. Clark
Chairman, President and CEO

DEFA14A 3rd Page of 9 TOC 1st Previous Next ↓Bottom Just 3rd
ALLTRISTA CORPORATION
5875 CASTLE CREEK PARKWAY, NORTH DRIVE, SUITE 440
INDIANAPOLIS, INDIANA 46250-4330

-------

NOTICE

-------

The Annual Meeting of Shareholders of Alltrista Corporation, previously
noticed for June 1, 2001, will take place on Friday, July 27, 2001, at 9:30 a.m.
(Indianapolis time). The meeting will be held at The Indianapolis Marriott
North, 3645 River Crossing Parkway, Indianapolis, Indiana 46240.

Alltrista Corporation's 2001 annual meeting will be held solely to
tabulate the votes cast and report the results of voting on the matters listed
in the proxy statement. The election of directors and the ratification of the
firm of Ernst & Young, LLP as the Corporation's independent accountants for 2001
will be considered. It is not anticipated that there will be other business
transacted or that any directors will be in attendance.

Only holders of Common Stock of record at the close of business on
March 23, 2001, are entitled to notice of and to vote at the Annual Meeting or
any adjournment thereof.

A Proxy Statement Supplement appears on the following pages.

Garnet E. King
CORPORATE SECRETARY

July 3, 2001
Indianapolis, Indiana

--------------------------------------------------------------------------------

YOUR VOTE IS IMPORTANT

YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN YOUR GREEN
STRIPED 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. EVEN IF YOU HAVE ALREADY RETURNED A PROXY CARD, YOU
MUST SUBMIT A NEW PROXY NOW IN ORDER FOR YOUR SHARES TO BE
REPRESENTED AT THE ANNUAL MEETING.

--------------------------------------------------------------------------------

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ALLTRISTA CORPORATION
5875 CASTLE CREEK PARKWAY, NORTH DRIVE, SUITE 440
INDIANAPOLIS, INDIANA 46250-4330

-------

PROXY STATEMENT SUPPLEMENT
JULY 3, 2001

-------

ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD JULY 27, 2001

-------

To Shareholders of Alltrista Corporation:

This Proxy Statement Supplement and the accompanying proxy card are
furnished to shareholders in connection with the solicitation by the Board of
Directors of Alltrista Corporation (the "Corporation") of proxies to be voted at
the Annual Meeting of Shareholders to be held on July 27, 2001, at 9:30 a.m.
(Indianapolis time), and any adjournment thereof. This Proxy Statement
Supplement amends and supplements the Proxy Statement of the Corporation dated
April 2, 2001 (the "Proxy Statement") and the Proxy Statement Supplement of the
Corporation dated April 12, 2001 and contains information related to the
nomination of certain individuals to the Board of Directors. In particular, this
Proxy Statement Supplement provides information about Mr. Martin E. Franklin,
who was named a Class I director, and Mr. Ian G.H. Ashken who was named a Class
II director effective June 25, 2001. You are urged to review the Proxy Statement
and earlier Proxy Statement Supplement for further information. Capitalized
terms used herein and not otherwise defined herein shall have the respective
meanings assigned to such terms in the Proxy Statement.

Alltrista Corporation's 2001 annual meeting will, as in prior years, be
held solely to tabulate the votes cast and 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.

We encourage you to submit your proxy electronically this year either
by telephone or via the Internet. This will eliminate your need to sign, date
and return your proxy card. 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. EVEN
IF YOU HAVE ALREADY RETURNED A PROXY CARD, YOU MUST SUBMIT A NEW PROXY NOW IN
ORDER FOR YOUR SHARES TO BE REPRESENTED AT THE ANNUAL MEETING.

The EquiServe Vote by Telephone and Vote by Internet systems can be
accessed 24-hours a day, seven days a week up until the day prior to the
meeting.

o TO SUBMIT YOUR PROXY BY TELEPHONE:
Using a touch-tone phone call toll-free: 1-877-PRX-VOTE
(1-877-779-8683)

o TO SUBMIT YOUR PROXY BY INTERNET:
Log on to the Internet and go to the website: HTTP://WWW.EPROXYVOTE.COM/ALC

DEFA14A 5th Page of 9 TOC 1st Previous Next ↓Bottom Just 5th
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.

ELECTION OF DIRECTORS

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 or the Proxy Statement Supplement 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 as were voted "for"
the nominee will be voted "for" the person substituted. 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 majority of the
votes cast "for" or "against" the nominees 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.

For your convenience, 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. Substantially all of this
information was included in the Proxy Statement and earlier Proxy Statement
Supplement.

DIRECTOR NOMINEES AND CONTINUING DIRECTORS

TO BE ELECTED FOR A TERM OF THREE YEARS UNTIL THE 2004 ANNUAL MEETING (CLASS II)

[Enlarge/Download Table]

DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
---- --- ----- ----------------------------------------------

Richard L. Molen 60 1993 Mr. Molen was Chairman, President and Chief Executive Officer of Huffy Corporation
from September 1994 until his retirement in December 1997. 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. Mr. Molen also serves as a
director of Huntington Bank and Concrete Technology, Inc.

Lynda W. Popwell 56 1997 Ms. Popwell was President, Carolina Eastman Division of Eastman Chemical Company
from January 1998 until her retirement in January 2000. 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.

Ian G.H. Ashken 41 2001 Mr. Ashken is a managing member of Marlin Management, L.L.C., the general partner
of Marlin Partners II, L.P. He is currently and has been the Vice-Chairman and
Executive Vice President of the general partner of Marlin Capital, L.P., a private
investment partnership, and its affiliates since October 1996. Mr. Ashken was the
Vice-Chairman of the Board of Directors of Bolle, Inc. from December 1998 until
February 2000; from February 1997 until his appointment as Vice-Chairman, Mr.
Ashken was the Chief Financial Officer and a Director of Bolle. Mr. Ashken has
previously held positions as Chief Financial Officer and a director of Lumen
Technologies, Inc. Mr. Ashken was named a director of the Corporation effective
June 25, 2001.

THE BOARD OF DIRECTORS RECOMMENDS A VOTE FOR
THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE.

DEFA14A 6th Page of 9 TOC 1st Previous Next ↓Bottom Just 6th
TERMS EXPIRING AT THE 2002 ANNUAL MEETING (CLASS III)

[Enlarge/Download Table]

DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
---- --- ----- ----------------------------------------------

Douglas W. Huemme 59 1999 Mr. Huemme was Chairman and Chief Executive Officer of Lilly Industries, Inc. from
1990 until his retirement in December 2000. He also served as President of Lilly
Industries, Inc. from 1990 until April 1999. Mr. Huemme was elected a director of
Lilly Industries, Inc. in 1990. Mr. Huemme also serves as a director of Meridian
Mutual Insurance Company and The Somerset Group, Inc.

Patrick W. Rooney 65 1993 Mr. Rooney was Chairman and Chief Executive Officer of Cooper Tire & Rubber Company
from January 1999 until his retirement in June 2000. He served as Chairman,
President, and Chief Executive Officer of Cooper Tire & Rubber Company from October
1994 until 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.

Robert L. Wood 47 2000 Mr. Wood has been Business Group President for Thermosets for The Dow Chemical
Company since April 2000. He served as Business Vice President for Polyurethanes of
The Dow Chemical Company since May 1997 until April 2000. He served as Business Vice
President for Engineering Plastics of Dow Plastics, The Dow Chemical Company from
October 1995 until May 1997. Mr. Wood also serves as a director for CoMerica Bank's
Midland Region.

TERMS EXPIRING AT THE 2003 ANNUAL MEETING (CLASS I)

DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
---- --- ----- ----------------------------------------------

Thomas B. Clark 56 1994 Mr. Clark has been President and Chief Executive Officer of the Corporation since
January 1995 and has been elected to the additional post of Chairman of the Board
effective as of the date of the May 2000 annual meeting. 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 until February 1994, Mr. Clark served as Senior Vice President and
Chief Financial Officer of the Corporation. Mr. Clark also serves as a director of
First Merchants Corporation.

David L. Swift 64 1993 Mr. Swift was Chairman, President and Chief Executive Officer of Acme-Cleveland
Corporation from January 1993 until his retirement in July 1996. Mr. Swift served
as President and Chief Executive Officer of Acme-Cleveland Corporation since April
1987. Mr. Swift also serves as a director of LESCO, Inc., Twin Disc, Incorporated
and CUNO Incorporated.

Martin E. Franklin 36 2001 Mr. Franklin is a managing member of Marlin Management, L.L.C., the general
partner of Marlin Partners II, L.P. He is currently and has been the Chairman and
Chief Executive Officer of the general partner of Marlin Capital, L.P., a private
investment partnership, and its affiliates since October 1996. Mr. Franklin was
the Chairman of the Board of Directors of Bolle, Inc. from February 1997 until
February 2000. Mr. Franklin has previously held positions as Chairman and Chief
Executive Officer of Lumen Technologies, Inc. from May 1996 to December 1998.
Mr. Franklin was named a director of the Corporation effective June 25, 2001.

DEFA14A 7th Page of 9 TOC 1st Previous Next ↓Bottom Just 7th
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 23, 2001, 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.

[Enlarge/Download Table]

Name of Beneficial Owner Shares Beneficially Owned(1) Percent of Class(2)
------------------------ ---------------------------- -------------------

Kevin D. Bower.................................... 15,483 *
Thomas B. Clark................................... 72,863(3) 1.14%
Douglas W. Huemme................................. 1,675 *
Angela K. Knowlton................................ 4,707 *
Jerry T. McDowell................................. 51,472 *
Richard L. Molen.................................. 5,400 *
Lynda W. Popwell.................................. 3,425 *
Patrick W. Rooney................................. 5,500 *
David L. Swift ................................... 6,100 *
J. David Tolbert.................................. 6,301 *
Robert L. Wood.................................... 1,000 *
Martin E. Franklin ............................... 620,800(4) 9.76%
Ian G.H. Ashken .................................. 620,800(4) 9.76%
All of the above and present executive officers as a
group (13 persons) 794,726 12.51%

-----------
* 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 23,
2001: Mr. Bower, 11,459 shares; Mr. Clark, 33,500 shares; Mr. Huemme, 1,000
shares; Ms. Knowlton, 3,500 shares; Mr. McDowell, 27,752 shares; Mr. Molen,
5,050 shares; Ms. Popwell, 3,000 shares; Mr. Rooney, 4,700 shares; Mr.
Swift, 5,400 shares; Mr. Tolbert, 4,500 shares; Mr. Wood, 1,000 shares, and
all of the above and the present executive officers as a group, 100,861.

(2) Percent of Class is based upon the common shares outstanding and entitled
to vote as of March 23, 2001. There were 6,354,538 shares outstanding and
entitled to vote as of March 23, 2001.

(3) Includes 29,791 shares held in trust for which he disclaims any beneficial
ownership.

(4) Represents 620,800 shares owned by Marlin Partners II, L.P. as set forth on
the amended Schedule 13D filed with the SEC by Marlin Partners II, L.P. on
June 26, 2001.

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OTHER INFORMATION

CHANGE OF CONTROL AGREEMENTS

As previously reported, the Corporation has change of control severance
agreements with the Named Executive Officers. Prior to its approval of any
agreement with Marlin Partners, the Corporation's Board of Directors approved an
amendment to the definition of a "change in control" in all such agreements in
order to clarify that a change in control would be deemed to have occurred if a
majority of the Corporation's Board of Directors consists of members other than
current members of the Board or new members (other than directors who assume
office in connection with an actual or threatened election contest) who are
approved by two-thirds of the Board. Mr. Franklin and Mr. Ashken are new members
of the Board who have assumed office in connection with an election contest. The
Corporation also has approved amendments to other benefit plans with a similar
"change in control" definition so that the definitions would be consistent. For
the Chief Executive Officer and Chief Financial Officer, in light of their many
years of service to the Corporation, the Board of Directors also approved
amendments providing for the payment of one year's total target compensation and
benefits should either be constructively terminated or terminated without cause.

AGREEMENT WITH MARLIN PARTNERS

Also as previously reported, the Corporation and Marlin Partners
terminated their Letter of Intent dated May 7, 2001, except for its expense
reimbursement provisions. The expenses of Marlin Partners to be reimbursed by
the Corporation are estimated to be $500,000. Under the Agreement dated June 22,
2001, the Corporation and Marlin Partners also agreed:

o Mr. Franklin and Mr. Ashken would be named to the Board of
Directors effective June 25, 2001.

o The Corporation would use its best efforts to have its 2001
Annual Shareholders Meeting no later than July 31, 2001.

o Marlin Partners and its affiliates would immediately withdraw
their opposing slate of nominees for election at the
Corporation's 2001 Annual Meeting of Shareholders and vote
their shares in favor of Mr. Ashken, Mr. Molen and Ms. Popwell
as directors at the 2001 Shareholders Meeting, and would not
directly or indirectly at any time on or before the
Corporation's 2002 Annual Meeting of Shareholders:

o participate in any solicitation of proxies in
opposition to, or make any public statements in
opposition to, any proposals or director nominees of
the Corporation in connection with any meeting of the
Corporation's shareholders;

o initiate, propose or solicit shareholders of the
Corporation for the approval of any shareholder
proposals;

o nominate any person for election to the Corporation's
Board of Directors;

o vote their shares against any proposal or nominee for
director proposed or supported by the Corporation or
in favor of any proposal or nominee not proposed or
supported by the Corporation (provided that Marlin
Partners and its affiliates may abstain from voting
on any matter at any shareholder meeting other than
for the nominees for election as directors at the
2001 Annual Meeting of Shareholders); or

o advise, assist, encourage or solicit, or participate
in a group with, any other person in connection with
any of the matters listed above.

o Marlin Partners and its affiliates will not object to a
postponement of the Corporation's 2002 Annual Meeting of
Shareholders if a majority of the Corporation's Board of
Directors determined in good faith that the meeting should be
postponed.

o The Corporation will use its best efforts to hold the
Corporation's 2003 Annual Meeting of Shareholders no later
than April 30, 2003.

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OTHER MATTERS

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

July 3, 2001
Indianapolis, Indiana

PLEASE SIGN, DATE AND RETURN THE GREEN STRIPED PROXY CARD OR SUBMIT YOUR VOTE BY
TELEPHONE OR OVER THE INTERNET AT YOUR EARLIEST CONVENIENCE. YOUR VOTE IS
IMPORTANT. EVEN IF YOU HAVE ALREADY RETURNED A PROXY CARD, YOU MUST SUBMIT A NEW
PROXY NOW IN ORDER FOR YOUR SHARES TO BE REPRESENTED AT THE ANNUAL MEETING.

IF YOU HAVE ANY QUESTIONS OR NEED ASSISTANCE IN VOTING YOUR SHARES, PLEASE
CONTACT CIC/GEORGESON SHAREHOLDER COMMUNICATIONS AT 888-367-2734.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFA14A’ Filing	Date	First	Last	Other Filings

	4/30/03	8		4
	7/31/01	8
	7/27/01	3	4
Filed on:	7/3/01	2	9
	6/26/01	7		8-K, SC 13D/A
	6/25/01	4	8
	6/22/01	8
	6/1/01	2	3	DEF 14A
	5/7/01	8		8-K
	4/12/01	4		DEFR14A, PRRN14A
	4/2/01	4		DEF 14A
	3/23/01	3	7
				List all Filings

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Filing Submission 0001133884-01-500394 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Jarden Corp – ‘DEFA14A’ on 7/3/01

On: Tuesday, 7/3/01, at 5:16pm ET · Accession #: 1133884-1-500394 · File #: 1-13665

Additional Definitive Proxy Solicitation Material — Schedule 14AFiling Table of Contents

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

Additional Definitive Proxy Solicitation Material — Schedule 14A
Filing Table of Contents