Marlin Partners II LP – ‘PREC14A’ on 3/20/01 re: Jarden Corp

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Preliminary Proxy Solicitation Material — Contested Solicitation   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: PREC14A     Preliminary Proxy Statement                           14     50K 

Document Table of Contents

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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 [ ]                                                     

Filed by a Party other than the Registrant[X]                                   

Check the appropriate box:                                                      

[X]  Preliminary Proxy Statement                                                

[ ]  Confidential for use of the Commission Only (as permitted by               
Rule 14a-6(e)(2))                                                     

[ ]   Definitive Proxy Statement                                                

[ ]  Definitive Additional Materials                                            

[ ]  Soliciting Material Pursuant to ss. 240.14a-11(c) or                       
ss. 240.14a-12                                                        

 Alltrista Corporation
------------------------------------------------
(Name of Registrant as Specified In Its Charter)

Marlin Partners II, L.P.
------------------------------------------
(Name of Person(s) Filing Proxy Statement)

Payment of Filing Fee (Check the appropriate box):                              

[X]  No fee required                                                            

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.   

1) Title of each class of securities to which transaction applies:    

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

2) Aggregate number of securities to which transaction applies:       

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

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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:                   

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

[ ]  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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 PRELIMINARY COPY - MARCH 20, 2001

 ALLTRISTA CORPORATION

------------------------------------------
 2001 ANNUAL MEETING OF STOCKHOLDERS
 -------------------------------------------

 PROXY STATEMENT OF MARLIN PARTNERS II, L.P. IN OPPOSITION TO THE BOARD OF
DIRECTORS OF ALLTRISTA CORPORATION

    This Proxy Statement is being furnished to holders of common stock, no par
value ("Common Stock"), of Alltrista Corporation, an Indiana corporation (the   
"Company"), in connection with the solicitation of proxies for use at the 2001  
Annual Meeting of Stockholders of the Company and at any and all adjournments or
postponements thereof (the "Annual Meeting"). The Company's principal executive 
offices are located at 5875 Castle Creek Parkway, North Drive, Suite 440,       
Indianapolis, Indiana 46250-4330. The solicitation is being conducted by Marlin 
Partners II, L.P. ("Marlin"). Marlin's principal executive offices are located  
at 555 Theodore Fremd Avenue, Suite B-302, Rye, New York 10580. Marlin          
beneficially owns approximately 9.8% of the Common Stock reported outstanding on
October 29, 2000. As more fully discussed below, Marlin is soliciting proxies in
connection with the Annual Meeting for the election of Mr. Martin E. Franklin   
and Mr. Ian G.H. Ashken as directors of the Company (collectively, the "Marlin  
Nominees" and each, an "Marlin Nominee"), to serve until their successors are   
duly elected and qualified.                                                     

   The Company has announced that the Annual Meeting will be held at ___, on
___________, 2001. Only stockholders of record at the close of business on      
_____________, 2001, the record date for the Annual Meeting (the "Record Date"),
will be entitled to notice of and to vote at the Annual Meeting.                

     You are urged to sign and date the BLUE proxy card to be supplied by Marlin
and return it in the enclosed envelope whether or not you attend the meeting.   

YOUR VOTE IS IMPORTANT. If you agree with the reasons for Marlin's    
solicitation set forth in this Proxy Statement and believe that the election of 
the Marlin Nominees to the Board of Directors can make a difference, we urge you
to vote for the election of Marlin's nominees, no matter how many or how few    
shares you own.                                                                 

Marlin urges you NOT to sign any proxy card that is sent to you by the
Company.                                                                        

If you have any questions, please call:                               

[Name, address and phone number]

 This Proxy Statement is first being sent or given to stockholders on or
about ______ __, 2001.                                                          

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 GENERAL

 At the Annual Meeting, two directors are to be elected to the Company's
Board of Directors (the "Board of Directors") to hold office for a three-year   
term and until their successors have been elected and qualified. Marlin is      
seeking your proxy for the election to the Board of Directors of two individuals
- Mr. Martin E. Franklin and Mr. Ian G.H. Ashken (the "Marlin Nominees").       

     The Company reported in its quarterly report on Form 10-Q filed on November
14, 2000, that as of October 29, 2000, the Company's outstanding voting         
securities consisted of 6,329,859 shares of Common Stock. In accordance with    
Indiana Business Corporation Law, directors are elected by an affirmative       
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 information concerning voting procedures at the     
Annual Meeting, see "Voting and Proxy Procedures."                              

   Marlin is a Delaware partnership, and is a private investment fund, whose
sole purpose is to invest in the shares of the Company. Marlin beneficially owns
620,800 shares of Common Stock, representing approximately 9.81% of the         
outstanding shares of Common Stock, as of October 29, 2000.                     

 REASONS FOR THIS SOLICITATION

    Marlin has nominated the Marlin Nominees for election as directors to help
ensure that the Board of Directors addresses Marlin's concerns regarding        
shareholder value. On May 26, 2000, the Board of Directors announced that it    
would pursue strategic alternatives including a sale of the Company, to enhance 
shareholder value and proceeded to retain Bear Stearns. The Company subsequently
initiated a process through which it has solicited indications of interest in a 
possible sale of the Company. As of [March 17, 2000], the current Board of      
Directors and senior management owned less than [1.5%] (excluding options) of   
the shares of the Company. Marlin believes that the election of the Marlin      
Nominees, with their significant beneficial ownership of the shares of the      
Company, will enhance the representation of all shareholders at the board level.
Marlin believes that the Marlin Nominees, who would not constitute a majority of
the Board of Directors if elected, would contribute to the creation of          
shareholder value for the Company in the long term, whether or not the Company  
is sold as part of the Company's ongoing process to pursue strategic            
alternatives.                                                                   

 Marlin is participating in the process initiated by the Company, and on
January 29, 2001, signed a confidentiality agreement with the Company in respect
thereof. In connection with the process undertaken by the Company,              
representatives of Marlin visited the Company in early March 2001.              

   The Marlin Nominees are managing partners of Marlin and, if elected, will
act in the best interests of all of the Company's shareholders.                 

Background of Marlin's Efforts to Increase Value for the Company's    
------------------------------------------------------------------    
Shareholders                                                          
------------                                                          

Mr. Martin E. Franklin contacted Mr. Thomas Clark, President of the   
Company, in March 2000 to explore alternative paths to maximize shareholder     
value. Mr. Franklin suggested that the best alternative for the Company's       
management to orchestrate this would be a privatization of the Company, and     
Marlin itself offered a bid of $30 per share, a 44.7% premium over the closing  
stock price on March 14, 2000. In May 2000, the Board of Directors announced    
that it would pursue strategic options to enhance shareholder value and retained
Bear Stearns to assist in that regard. In light of what appeared to Marlin to be
a lack of progress to enhance shareholder value, Mr. Franklin offered in July   
2000 to perform a due diligence of the Company on a non-exclusive basis, with a 
view to making an unconditional offer to purchase the Company within six weeks  
of commencing due diligence. In August 2000, Mr. Franklin requested Mr. Clark to
call a special meeting of the shareholders to vote upon a resolution directing  
the Board of Directors to, in the best interests of the shareholders, pursue a  
sale process of the Company. Because Marlin did not receive any response to     
various letters directed to Mr. Clark, in October 2000, Mr. Franklin requested  
Mr. Clark to (i) respond to his prior requests including the request for a      
privatization of the Company, (ii) explain what strategic options were in fact  
being reviewed by the Board of Directors, (iii) invite a representative of      
Marlin to                                                                       

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join the Board of Directors, and (iv) rescind or amend the Company's "poison    
pill". Marlin has received no formal response to any of the requests stated     
above.                                                                          

     MARLIN RECOMMENDS A VOTE FOR THE ELECTION OF MARLIN Nominees BECAUSE MARLIN
BELIEVES THAT THE MARLIN NOMINEES WOULD CONTRIBUTE TO THE CREATION OF           
SHAREHOLDER VALUE IN the LONG TERM, WHETHER OR NOT THE COMPANY IS SOLD AS PART  
OF THE COMPANY'S ONGOING PROCESS TO PURSUE STRATEGIC ALTERNATIVES.              

NOMINEES FOR ELECTION AS DIRECTORS

     The Company Proxy Statement discloses that the Board of Directors currently
consists of [eight] directors, divided into three classes. 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 
successor are elected and qualified, unless prior to that time they have        
resigned, retired or otherwise left office. Based on the information in the     
Company Proxy Statement, two directors are to be elected at the Annual Meeting. 
The directors so elected will serve in such capacity for a three-year term to   
expire at the 2004 Annual Meeting of Stockholders and until their successors are
elected and qualified.                                                          

    On January 29, 2001, Marlin gave notice to the Company of its intention to
nominate at the 2001 Annual Meeting two individuals to serve as directors of the
Company.                                                                        

     Marlin is proposing the election of the two Marlin Nominees to the Board of
Directors. Marlin does not expect that any of the Marlin Nominees will be unable
to stand for election, but in the event that a vacancy in the slate of Marlin   
Nominees should occur unexpectedly, the shares of Common Stock represented by   
the proxy card furnished by Marlin will be voted for a substitute candidate     
selected by Marlin. If the Company expands the size of the Board of Directors   
subsequent to the date of this proxy statement and Marlin determines to add     
nominees, Marlin will supplement this proxy statement. If, however, the Company 
does not leave reasonable time before the 2001 Annual Meeting to supplement this
proxy statement, Marlin reserves the right to nominate additional nominees and  
to use the discretionary authority granted by the proxies it is soliciting to   
vote for such additional nominees, or to seek judicial relief.                  

     The following information concerning age, principal occupation and business
experience during the last five years, and current directorships has been       
furnished to Marlin by the Marlin Nominees, both of whom have expressed their   
willingness to serve on the Board of Directors if elected.                      

  Mr. Franklin, age 36, is a managing member of Marlin Management, L.L.C.,
the general partner of Marlin, the stockholder who intends to make the          
nomination. 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. In addition to serving on   
various private company boards, Mr. Franklin was the Chairman of the Board of   
Directors of Bolle Inc., an American Stock Exchange company, from February 1997 
until February 2000. Mr. Franklin has previously held positions as Chairman and 
Chief Executive Officer of Lumen Technologies (f/k/a BEC Group, Inc.), a New    
York Stock Exchange company, from May 1996 to December 1998 and of its          
predecessor, Benson Eyecare Corporation, a New York Stock Exchange company, from
October 1992 to May 1996. In addition, Mr. Franklin has served as a director of 
Specialty Catalog Corp., a Nasdaq company, since 1994, as a director of         
Corporate Express, Inc., a Nasdaq company, from April 1999 through November     
1999, and as a director of OptiCare Health Systems, Inc, an American Stock      
Exchange company, from August 1999 to January 2001.                             

    Mr. Ashken, age 40, is a managing member of Marlin Management, L.L.C., the
general partner of Marlin, the stockholder who intends to make the nomination.  
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. In addition to serving on various private
company boards, Mr. Ashken was the Vice-Chairman of the Board of Directors of   
Bolle Inc., an American Stock Exchange company, 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 Inc. Mr. Ashken  
has previously held positions as Chief Financial Officer and a director of Lumen
Technologies (f/k/a BEC Group, Inc.), a New York Stock Exchange company, from   
May 1996 to December 1998 and of its predecessor, Benson Eyecare Corporation, a 
New York Stock Exchange                                                         

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company, from October 1992 to May 1996. In addition, Mr. Ashken served as a     
director of OptiCare Health Systems, Inc, an American Stock Exchange company,   
from August 1999 to January 2001.                                               

   If elected, each Marlin Nominee would receive such directors' fees as may
be payable by the Company in accordance with its practice at the time. There are
no other understandings or arrangements between Marlin and any Marlin Nominee   
relating to the matters contemplated by this Proxy Statement.                   

Additional information concerning the Marlin Nominees is set forth in 
Appendix A to this Proxy Statement.                                             

SOLICITATION; EXPENSES

Proxies may be solicited by mail, advertisement, telephone, facsimile,
telegraph and personal solicitation. Proxies may be similarly solicited by      
Marlin and by the Marlin Nominees. No additional compensation will be paid to   
Marlin and to the Marlin Nominees for the solicitation of proxies. Banks,       
brokerage houses and other custodians, nominees and fiduciaries will be         
requested to forward the Marlin solicitation material to their customers for    
whom they hold shares and Marlin will reimburse them for their reasonable       
out-of-pocket expenses.                                                         

    Marlin has retained ________________________________________ ("_________")
to assist in the solicitation of proxies and for related services. Marlin will  
pay ______ an estimated fee of up to $_____ and has agreed to reimburse it for  
its reasonable out-of-pocket expenses. Approximately ____ persons will be used  
by ______ in its solicitation efforts.                                          

The entire expense of preparing, assembling, printing and mailing this
Proxy Statement and related materials and the cost of soliciting proxies will be
borne by Marlin.                                                                

Marlin estimates that the total expenditures relating to its proxy    
solicitation incurred by Marlin will be approximately $_____, approximately     
$_____ of which has been incurred to date. Marlin intends to seek reimbursement 
from the Company for those expenses incurred by Marlin if the Marlin Nominees   
are elected to the Board of Directors. It does not intend to propose to the     
Board of Directors that the question of such reimbursement be put to a vote of  
the Company's stockholders.                                                     

 SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS,
DIRECTORS AND MANAGEMENT

    See Appendix C for information regarding persons who beneficially own more
than 5% of the Common Stock and the ownership of the Common Stock by Company    
management and the members of the Board of Directors.                           

 VOTING AND PROXY PROCEDURES

For the proxy solicited hereby to be voted, the BLUE proxy card to be 
supplied by Marlin must be signed, dated and returned to Marlin,                
c/o__________________________________________________________________ in the    
enclosed envelope in time to be voted at the Annual Meeting. If you wish to vote
for the Marlin Nominees, you must submit the BLUE proxy card to be supplied by  
Marlin and must NOT submit the Company's proxy card. ONCE YOU HAVE RETURNED THE 
COMPANY'S PROXY CARD TO THE COMPANY, YOU HAVE THE RIGHT TO REVOKE IT AS TO ALL  
MATTERS COVERED THEREBY AND MAY DO SO BY SUBSEQUENTLY SIGNING, DATING AND       
MAILING THE ENCLOSED BLUE PROXY CARD. ONLY YOUR LATEST DATED PROXY WILL COUNT AT
THE ANNUAL MEETING.                                                             

   If your shares are held in the name of a brokerage firm, bank or nominee,
only that entity can vote such shares and only upon receipt of your specific    
instruction. Accordingly, we urge you to contact the person responsible for your
account and instruct that person to execute on your behalf the BLUE proxy card. 

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 Execution of a BLUE proxy card will not affect your right to attend the
Annual Meeting and to vote in person. Any proxy may be revoked as to all matters
covered thereby at any time prior to the time a vote is taken by (i) filing with
the Secretary of the Company a later dated written revocation, (ii) submitting a
duly executed proxy bearing a later date to the Secretary of the Company or     
(iii) attending and voting at the Annual Meeting in person. Attendance at the   
Annual Meeting will not in and of itself constitute a revocation.               

     The holders of a majority of shares of Common Stock entitled to vote at the
Annual Meeting, present in person or by proxy, constitute a quorum under the    
Company's bylaws. Election of the Marlin Nominees requires the affirmative vote 
of a majority of the votes cast on the matter at the Annual Meeting, assuming a 
quorum is present or otherwise represented at the Annual Meeting. Consequently, 
only shares of Common Stock that are voted in favor of a particular nominee will
be counted toward such nominee's attaining a plurality of votes. Shares of      
Common Stock present at the Annual Meeting that are not voted for a particular  
nominee (including broker non-votes) and shares of Common Stock present by proxy
where the stockholder properly withheld authority to vote for such nominee will 
not be counted toward such nominee's attainment of a plurality.                 

  Shares of Common Stock represented by a valid, unrevoked BLUE proxy card
will be voted as specified. You may vote FOR the election of the Marlin Nominees
or withhold authority to vote for the election of the Nominees by marking the   
proper box on the BLUE proxy card. You may also withhold your vote from any of  
the Marlin Nominees by writing the name of such nominee in the space provided on
the BLUE proxy card. If no specification is made, such shares will be voted FOR 
the election of all of the Marlin Nominees. Therefore, if you want your vote to 
be counted for the election of the Marlin Nominees, you must execute and return 
a BLUE proxy card.                                                              

 Except as set forth in this Proxy Statement, Marlin is not aware of any
other matter to be considered at the Annual Meeting. However, if Marlin learns  
of any other proposals made at a reasonable time before the Annual Meeting,     
Marlin will either supplement this Proxy Statement and provide an opportunity to
Stockholders to vote by proxy directly on such matter or will not exercise      
discretionary authority with respect thereto. If other proposals are made       
thereafter the persons named as proxies on the BLUE proxy card to be supplied by
Marlin will vote proxies solicited hereby in their discretion.                  

Only holders of record of Common Stock on _________, the Record Date  
established by the Board of Directors for the Annual Meeting, will be entitled  
to vote at the Annual Meeting. If you are a stockholder of record on the Record 
Date, you will retain the voting, rights in connection with the Annual Meeting  
even if you sell such shares after the Record Date. Accordingly, it is important
that you vote the shares of Common Stock held by you on the Record Date, or     
grant a proxy to vote such shares on the BLUE proxy card, even if you sell such 
shares after such date.                                                         

Marlin believes that it is in your best interest to elect the Marlin  
Nominees at the Annual Meeting because the Marlin Nominees are committed to     
actively exploring a sale of the Company or any other alternative that might    
provide greater shareholder value than a sale. There can be no assurance that   
the election of the Marlin Nominees or a sale of the Company will maximize      
shareholder value. MARLIN RECOMMENDS A VOTE FOR THE ELECTION OF THE MARLIN      
Nominees BECAUSE MARLIN BELIEVES THAT THE MARLIN NOMINEES WOULD CONTRIBUTE TO   
THE CREATION OF SHAREHOLDER VALUE IN the LONG TERM, WHETHER OR NOT THE COMPANY  
IS SOLD AS PART OF THE COMPANY'S ONGOING PROCESS TO PURSUE STRATEGIC            
ALTERNATIVES.                                                                   

                      Marlin Partners II, L.P.
            March __, 2001

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                                                                      Appendix A

 INFORMATION CONCERNING PARTICIPANTS IN THE PROXY SOLICITATION

The following sets forth the name, business address, and the number of
shares of Common Stock of the Company beneficially owned (as determined in      
accordance with Rule 13d-3 under the Exchange Act) as of October 29, 2000 by    
each of (i) Marlin and (ii) the Marlin Nominees:                                

                                                        [Enlarge/Download Table]

                                                             Number of Shares of Common                            
                                                                      Stock of                                     
                                                                     the Company               Percent of Common   
Name                            Business Address                Beneficially Owned(1)       Stock of the Company(1)
----                            ----------------                ---------------------       -----------------------
                                                                                                                   
Marlin Partners II, L.P.        555 Theodore Fremd Avenue              620,800                       9.81%         
                                Suite B-302                                                                        
                                Rye, NY 10580                                                                      

Mr. Martin E. Franklin          555 Theodore Fremd Avenue              620,800                         *           
                                Suite B-302                                                                        
                                Rye, NY 10580                                                                      

Mr. Ian G. H. Ashken            555 Theodore Fremd Avenue              620,800                         *           
                                Suite B-302                                                                        
                                Rye, NY 10580                                                                      

--------------                                                                                                     
*    Less than 1%.                                                                                                 

(1)  All percentages are based on the 6,329,859 shares of Common Stock outstanding as of October 29, 2000 according
     to the Company's report on Form 10-Q filed on November 14, 2000.                                              

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

  Except as set forth in this Proxy Statement, in the Appendices hereto or
filings of Marlin pursuant to Section 13 of the Securities and Exchange Act of  
1934, to the best knowledge of Marlin, none of Marlin, any of the persons       
participating in this solicitation on behalf of Marlin, any of the Marlin       
Nominees nor any associate of any of the foregoing persons (i) owns             
beneficially, directly or indirectly, or has the right to acquire, any          
securities of the Company or any parent or subsidiary of the Company, (ii) owns 
any securities of the Company of record but not beneficially, (iii) has         
purchased or sold any securities of the Company within the past two years, (iv) 
has incurred indebtedness for the purpose of acquiring or holding securities of 
the Company, (v) is or has been a party to any contract, arrangement or         
understanding with respect to any securities of the Company within the past     
year, (vi) has been indebted to the Company or any of its subsidiaries since the
beginning of the Company's last fiscal year or (vii) has any arrangement or     
understanding with respect to future employment by the Company or with respect  
to any future transactions to which the Company or any of its affiliates will be
or may be a party. In addition, except as set forth in this Proxy Statement or  
in the Appendices hereto, to the best knowledge of Marlin, none of Marlin, any  
of the persons participating in this solicitation on behalf of Marlin, any of   
the Marlin Nominees, nor any associate of any of the foregoing persons has had  
or is deemed to have a direct or indirect material interest in any transaction  
with the Company since the beginning of the Company's last fiscal year, or in   
any proposed transaction, to which the Company or any of its affiliates was or  
is a party.                                                                     

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None of the corporations or organizations in which any of the Marlin  
Nominees has conducted his principal occupation or employment was a parent,     
subsidiary or other affiliate of the Company, and none of the Marlin Nominees   
holds any position or office with the Company, has any family relationship with 
any executive officer or director of the Company or each other, or has been     
involved in any legal proceedings of the type required to be disclosed by the   
rules governing this solicitation.                                              

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                                                                      Appendix B

 TRANSACTIONS IN SHARES OF ALLTRISTA CORPORATION

  The following table sets forth information with respect to all purchases
and sales of shares of Common Stock by Marlin and its associates, affiliates and
the Marlin Nominees during the past two years:                                  

                            Date of        Nature of      Number of    Price Per
                          Transaction    Transaction      Shares       Share
                          -----------    -----------      ------       -----
For the account of:                                                             
-------------------                                                             

Marlin Partners II, L.P.    12/15/1999     Purchase         15,000      $21.375 

Marlin Partners II, L.P.    12/16/1999     Purchase        234,000      $21.50  

Marlin Partners II, L.P.    12/16/1999     Purchase         17,500      $21.25  

Marlin Partners II, L.P.    12/31/1999     Purchase          5,500      $22.00  

Marlin Partners II, L.P.    1/3/2000       Purchase          1,300      $21.81  

Marlin Partners II, L.P.    1/5/2000       Purchase        100,000      $22.00  

Marlin Partners II, L.P.    1/11/2000      Purchase        150,000      $22.33  

Marlin Partners II, L.P.    4/28/2000      Purchase         26,000      $20.79  

Marlin Partners II, L.P.    5/1/2000       Purchase            200      $21.44  

Marlin Partners II, L.P.    5/2/2000       Purchase          3,800      $21.50  

Marlin Partners II, L.P.    5/4/2000       Purchase          1,300      $21.50  

Marlin Partners II, L.P.    5/5/2000       Purchase          7,700      $21.50  

Marlin Partners II, L.P.    5/8/2000       Purchase          1,400      $21.50  

Marlin Partners II, L.P.    5/10/2000      Purchase         10,000      $21.50  

Marlin Partners II, L.P.    5/11/2000      Purchase          2,000      $21.50  

Marlin Partners II, L.P.    10/12/2000     Purchase         10,000      $11.78  

Marlin Partners II, L.P.    10/20/2000     Purchase         30,000      $12.08  

Marlin Partners II, L.P.    10/24/00       Purchase          5,100      $11.81  

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                                                                      Appendix C

 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS

The following table sets forth, to the knowledge of Marlin based on a 
review of publicly available information filed with the SEC, each person (other 
than directors, whose beneficial ownership is in the table on the following     
page) reported to own beneficially more than 5% of the outstanding Common Stock:

       Amount and Nature
       of Beneficial
Name and Address of               Ownership of                            
    Beneficial Owner                 Common Stock            Percent of Class(1)
    ----------------                 ------------            -------------------

Marlin Partners II, L.P.               620,800                      9.81%       

[Others]                                                                        

----------                                                                      

(1)  Based upon the 6,329,859 shares of Common Stock outstanding as of October  
   29, 2000 according to Company's report on Form 10-Q filed on November 14,
2000.                                                                 

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth information as of March 17, 2000 with  
respect to the beneficial ownership of shares of Common Stock by each of the    
Company's directors and executive officers and all directors and executive      
officers as a group:(1)                                                         

                                                        [Enlarge/Download Table]

                                                                Amount and Nature of        Percent of    
                             Name                             Beneficial Ownership(2)     Common Stock(4) 
                             ----                             -----------------------     --------------- 
                                                                                                          
Kevin D. Bower..............................................          15,049                              
Thomas B. Clark...............................................        73,113                  [1.5]%      
Douglas W. Huemme.............................................             0                              
Jerry T. McDowell.............................................        50,381                              
Richard L. Molen..............................................         4,400                              
Lynda W. Popwell..............................................         2,425                              
Patrick W. Rooney.............................................         4,500                              
David L. Swift................................................         5,100                              
J. David Tolbert..............................................         5,598                              
Robert L. Wood................................................             0                              

All of the above and present executive officers as a group            92,688                  [2.84]%     
(12 persons) .................................................                                            

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

*Less than 1 percent.                                                                                     

(1)  All such information was obtained from the Company Proxy Statement dated April 3, 2000. We understand
     that William L. Peterson and John F. Zappala are no longer Directors or Employees of the Company.    
     Accordingly, information related to these two individuals has been removed from the table.           

(2)  The shares shown include the following shares that may have been purchased pursuant to stock options 
     that were exercisable within 60 days of March 17, 2000: Mr. Bower, 10,834 shares; Mr. Clark, 31,750  
     shares; Mr. McDowell, 26,502 shares; Mr. Tolbert, 4,125 shares; Mr. Molen 4,050 shares; Ms. Popwell, 
     2,000 shares; Mr. Rooney, 3,700 shares; Mr. Swift, 4,400 shares.                                     

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

(4)  Percent of Class is based upon the 6,329,859 shares of Common Stock outstanding as of October 29,    
     2000 according to Company's report on Form 10-Q filed on November 14, 2000.                          

                         -2-

PREC14A
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 ALLTRISTA CORPORATION

 THIS PROXY IS SOLICITED ON BEHALF OF MARLIN PARTNERS II, L.P.

The undersigned stockholder of Alltrista Corporation (the "Company") hereby     
appoints Mr. Martin E. Franklin and Mr. Ian G.H. Ashken, and each of them, with 
several powers of substitution, as proxies to cast all votes which the          
undersigned stockholder is entitled to cast at the Annual Meeting of            
Stockholders (the "Annual Meeting") to be held at [date, time, location], and at
any adjournments or postponements thereof. The undersigned stockholder hereby   
revokes any proxy or proxies heretofore given.                                  

This proxy will be voted as directed by the undersigned stockholder. UNLESS     
CONTRARY DIRECTION IS GIVEN, THIS PROXY WILL BE VOTED "FOR" THE ELECTION OF THE 
NOMINEES LISTED IN PROPOSAL 1 AND IN ACCORDANCE WITH THE DETERMINATION OF THE   
PROXY HOLDERS AS TO OTHER MATTERS. The undersigned stockholder hereby           
acknowledges receipt of the Marlin Proxy Statement.                             

The undersigned stockholder may revoke this proxy at any time prior to its      
exercise by filing a written notice of revocation with, or by delivering a duly 
executed proxy bearing a later date to, the Secretary of the Company or by      
attending the Annual Meeting of Stockholders.                                   

PLEASE VOTE, DATE AND SIGN ON REVERSE AND RETURN PROMPTLY IN THE
ENCLOSED ENVELOPE.

Please sign exactly as your name(s) appear(s) on the books of the Company. Joint
owners should each sign personally. Trustees and other fiduciaries should       
indicate the capacity in which they sign, and where more than one name appears, 
a majority must sign. If a corporation, this signature should be that of an     
authorized officer who should state his or her title.                           

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                                                        [Enlarge/Download Table]

                                                                                            
 X   PLEASE MARK                                                                            
---  VOTED AS IN                                                                            
     THIS EXAMPLE                                                                           
     ALLTRISTA CORPORATION              1. Election of Directors  For All    With   For All 
                                                                  Nominees   hold   Except  

                                        Mr. Martin E. Franklin       [ ]     [ ]     [ ]    
                                        Mr. Ian G.H. Ashken          [ ]     [ ]     [ ]    

                                        If you do not wish your shares voted "For" a        
                                        particular nominee, mark the "For All Except" box   
                                        and strike a line through the name(s) of the        
                                        nominee(s). Your shares will be voted for the       
                                        remaining nominee(s).                               

                                        To transact such other business as may properly come
                                        before the meeting or any adjournment thereof.      

                                        The undersigned stockholder(s) authorize(s) the     
                                        proxies to vote on the above matter as indicated and
                                        to vote, in their discretion, upon such other       
                                        matters as may properly come before the Annual      
                                        Meeting or any adjournments or postponements        
                                        thereof.                                            

--------------------------------------------------------------------------------------------
Stockholder sign here                        Co-owner sign here                             

--------------------------------------------------------------------------------------------
Dated                                        Dated                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘PREC14A’ Filing		Date		First		Last			Other Filings
Filed on:		3/20/01		3
		1/29/01		4		5			SC 13D/A
		11/14/00		4		12			10-Q
		10/29/00		3		12
		5/26/00		4
		4/3/00		12
		3/17/00		4		12
		3/14/00		4
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