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Marlin Partners II LP – ‘DEFC14A’ on 4/20/01 re: Jarden Corp

On: Friday, 4/20/01, at 1:40pm ET · Accession #: 950136-1-767 · File #: 1-13665

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

 4/20/01  Marlin Partners II LP             DEFC14A                1:36K  Jarden Corp                       Capital Systems 01/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFC14A     Definitive Proxy                                      12     58K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) Voting and Proxy Procedures
1	1st Page - Filing Submission
5	Voting and Proxy Procedures

DEFC14A 1st Page of 12 TOC ↑Top Previous Next ↓Bottom Just 1st
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE
SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant [ ]
Filed by a Party other than the Registrant [X]

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)

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:

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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):

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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:

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2) Form, Schedule or Registration Statement No.:

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3) Filing Party:

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4) Date Filed:

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DEFC14A 2nd Page of 12 TOC 1st Previous Next ↓Bottom Just 2nd
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 March 23, 2001. 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, a "Marlin Nominee"), to serve until their
successors are duly elected and qualified.

The Company has announced that the Annual Meeting will be held at 9:30
a.m. (EST), on June 1, 2001. Only stockholders of record at the close of
business on March 23, 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:

MACKENZIE PARTNERS, INC.
156 Fifth Avenue
New York, NY 10010
Toll Free (800) 322-2885

This Proxy Statement is first being sent or given to stockholders on or
about April 19, 2001.

DEFC14A 3rd Page of 12 TOC 1st Previous Next ↓Bottom Just 3rd
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 annual report on Form 10-K filed on March 27,
2001 that, as of March 23, 2001, the Company's outstanding voting securities
consisted of 6,354,538 shares of Common Stock. In accordance with the 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 limited partnership formed on December 2, 1999, 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 9.8% of the outstanding shares of Common Stock, as
of March 23, 2001.

REASONS FOR THIS SOLICITATION

Marlin has nominated the Marlin Nominees for election as directors because
the Marlin Nominees are significant beneficial shareholders of the Company with
substantial business experience and have stated an intent to focus the business
on the creation of 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 23,
2001, the current Board of Directors and senior management owned less than 1.6%
(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 Board of Directors' efforts in creating 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,
intend to act in the best interests of all of the Company's shareholders. There
can be no assurances that the Marlin Nominees and the Board of Directors will
succeed in creating shareholder value.

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 review 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,

DEFC14A 4th Page of 12 TOC 1st Previous Next ↓Bottom Just 4th
(iii) invite a representative of Marlin to 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 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.

NOMINEES FOR ELECTION AS DIRECTORS

The Company Proxy Statement discloses that the Board of Directors
currently consists of seven 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 successors 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. Each of the Marlin Nominees has consented to being named as a
nominee in this Proxy Statement. Marlin does not expect that either 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. ("Bolle"), an American Stock Exchange company engaged
in the design, manufacture and marketing of premium sunglasses, sport shields,
goggles and tactical eyewear under the Bolle (Registered Trademark) brand,
from February 1997 until February 2000, when Bolle was purchased by Worldwide
Sports & Recreation, Inc. in a tender offer. 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

DEFC14A 5th Page of 12 TOC 1st Previous Next ↓Bottom Just 5th
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 from December 1998 until February 2000, when
Bolle was purchased by Worldwide Sports & Recreation, Inc. in a tender offer;
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
(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. 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 MacKenzie Partners, Inc. ("MacKenzie") to assist in
the solicitation of proxies and for related services. Marlin will pay MacKenzie
an estimated fee of up to $50,000 and has agreed to reimburse it for its
reasonable out-of-pocket expenses. Approximately 75 persons will be used by
MacKenzie 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 $85,000, approximately
$25,000 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 MacKenzie
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.

DEFC14A 6th Page of 12 TOC 1st Previous Next ↓Bottom Just 6th
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.

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 March 23, 2001, 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.
April 19, 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 March 23, 2001 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 9.76%
Suite B-302
Rye, NY 10580
Mr. Martin E. Franklin 555 Theodore Fremd Avenue 620,800 9.76%
Suite B-302
Rye, NY 10580
Mr. Ian G. H. Ashken 555 Theodore Fremd Avenue 620,800 9.76%
Suite B-302
Rye, NY 10580

----------
(1) All percentages are based on the 6,354,538 shares of Common Stock
outstanding as of March 23, 2001 according to the Company's report on
Form 10-K filed on March 27, 2001.

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

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.

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.

A-1

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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:

[Download Table]

DATE OF NATURE OF NUMBER OF PRICE PER
FOR THE ACCOUNT OF: TRANSACTION TRANSACTION SHARES SHARE
-------------------------- ------------- ------------- ----------- ------------

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

B-1

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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:

[Enlarge/Download Table]

NAME AND ADDRESS OF AMOUNT AND NATURE OF BENEFICIAL PERCENT OF
BENEFICIAL OWNER OWNERSHIP OF COMMON STOCK CLASS(5)
----------------------------------------- --------------------------------- -----------

AXA Financial, Inc. 756,730(1) 11.90%
1290 Avenue of the Americas, 11th Floor
New York, NY 10104

Marlin Partners II, L.P. 620,800 9.76
555 Theodore Fremd Avenue, Ste B302
Rye, NY 10580

First Manhattan Co. 605,459(2) 9.52
437 Madison Avenue
New York, NY 10022-7002

Steel Partners II, L.P. 587,300(3) 9.24
150 East 52nd Street, 21st Floor
New York, NY 10022

Wachovia Corporation and Wachovia Bank, 364,700(4) 5.73
National Association
100 North Main Street
Winston-Salem, NC 27104

----------
(1) Based solely on a Schedule 13G filed as amended and filed February 12,
2001 with the Securities and Exchange Commission ("SEC") by a group
(collectively referred to hereinafter as the "AXA Group") and their
subsidiaries. The AXA Group includes AXA Financial, Inc.; AXA, the
majority shareholder of AXA Financial, Inc.; and four French mutual
insurance companies which, as a group, control AXA: AXA Assurance
I.A.R.D. Mutuelle, AXA Assurances Vie Mutuelle and AXA Conseil Vie
Assurances Mutuelle is 370, rue Saint Honore, 75001 Paris, France. The
address for AXA Courtage Assurances Mutuelle is 26, rue Louis le Grand,
75002 Paris, France. The AXA Group has sole voting power over 627,875 of
these shares and shared voting power over 7,305 of these shares.

(2) Based solely on a Schedule 13G as amended and filed February 7, 2001 with
the SEC by First Manhattan Co. The Schedule 13G further reports that
First Manhattan Co. has sole dispositive power and power to vote 17,550
of these shares, shared power to vote 581,099 of these shares, and shared
dispositive power of 587,909 of these shares. First Manhattan Co.
disclaims dispositive power as to 1,000 of such shares and beneficial
ownership as to 91,300 of such shares.

(3) Based solely on a Schedule 13D filed January 16, 2001 with the SEC by
Steel Partners II, L.P.

(4) Based solely on a Schedule 13G as amended and filed February 14, 2001
with the SEC by Wachovia Corporation and Wachovia Bank, National
Association. The Schedule 13G reports that Wachovia Corporation and
Wachovia Bank, National Association has sole dispositive power and power
to vote 150 of these shares.

(5) 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 according to the Company's report
on Form 10-K filed on March 27, 2001.

C-1

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SECURITY OWNERSHIP OF MANAGEMENT

The following table sets forth, to the knowledge of Marlin based on a
review of publicly available information filed with the SEC, information as of
March 23, 2001 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:

[Enlarge/Download Table]

AMOUNT AND NATURE OF BENEFICIAL PERCENT OF
OWNERSHIP COMMON STOCK(2)
------------------------------------------------- ------------------------------
PERCENT OF
COMMON COMMON
STOCK STOCK OPTIONS STOCK PERCENT OF
BENEFICIALLY EXERCISABLE BENEFICIALLY COMMON
OWNED WITHIN 60 TOTAL STOCK OWNED STOCK
EXCLUDING DAYS OF BENEFICIALLY EXCLUDING BENEFICIALLY
NAME OPTIONS RECORD DATE OWNED OPTION OWNED
----------------------------- -------------- --------------- -------------- -------------- -------------

Kevin D. Bower .............. 4,024 11,459 15,483 * *
Thomas B. Clark ............. 39,363(1) 33,500 72,863 * 1.14%
Angela K. Knowlton .......... 1,207 3,500 4,707 * *
Douglas W. Huemme ........... 675 1,000 1,675 * *
Jerry T. McDowell ........... 23,720 27,752 51,472 * *
Richard L. Molen ............ 350 5,050 5,400 * *
Lynda W. Popwell ............ 425 3,000 3,425 * *
Patrick W. Rooney ........... 800 4,700 5,500 * *
David L. Swift .............. 700 5,400 6,100 * *
J. David Tolbert ............ 1,801 4,500 6,301 * *
Robert L. Wood .............. 0 1,000 1,000 * *
All of the above and present
executive officers as a group
(11 persons) ................ 73,065 100,861 173,926 1.6% 2.69%

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

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

(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 according to the Company's report
on Form 10-K filed on March 27, 2001.

C-2

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BLUE PROXY
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 the Indianapolis Marriott
North, 3645 River Crossing Parkway, Indianapolis, Indiana 46240 on Friday, June
1, 2001 at 9:30 a.m. (EST), 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.

DEFC14A Last Page of 12 TOC 1st Previous Next ↓Bottom Just 12th
PLEASE MARK
[X] VOTED AS IN
THIS EXAMPLE

1. Election of Directors: MR. MARTIN E. FRANKLIN, MR. IAN G. H. ASHKEN
FOR [ ] WITHHELD [ ]

--------------------------
INSTRUCTIONS: To withhold authority to vote for any individual nominee, write
the nominee's name on the space provided above.

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

-----------------------------------
Title Dated

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFC14A’ Filing	Date	First	Last	Other Filings

	6/1/01	2	11	DEF 14A
Filed on:	4/20/01
	4/19/01	2	6
	3/27/01	3	10	10-K405
	3/23/01	2	10
	2/14/01	9		SC 13G, SC 13G/A
	2/12/01	9		SC 13G/A
	2/7/01	9		SC 13G/A
	1/29/01	3	4	SC 13D/A
	1/16/01	9
	5/26/00	3
	3/14/00	3
	12/2/99	3
				List all Filings

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Filing Submission 0000950136-01-000767 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Marlin Partners II LP – ‘DEFC14A’ on 4/20/01 re: Jarden Corp

On: Friday, 4/20/01, at 1:40pm ET · Accession #: 950136-1-767 · File #: 1-13665

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

Document Table of Contents

Dates Referenced Herein and Documents Incorporated by Reference

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