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Jarden Corp – ‘DEFR14A’ on 4/12/01

On: Thursday, 4/12/01, at 3:48pm ET · Accession #: 1005477-1-2717 · File #: 1-13665

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

 4/12/01  Jarden Corp                       DEFR14A                1:20K                                    CT EDGAR123/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Statement                     8     31K 

DEFR14A 1st Page of 8 TOC ↑Top Previous Next ↓Bottom Just 1st
 
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )

Filed by the Registrant |X|                                                     
Filed by a Party other than the Registrant |_|                                  

Check the appropriate box:                                                      

|_|   Preliminary Proxy Statement                                               
|_|   Confidential, for Use of the Commission Only                              
(as permitted by Rule 14a-6(e)(2)                                   
|X|   Definitive Proxy Statement                                                
|_|   Definitive Additional Materials                                           
|_|   Soliciting Material Pursuant to ss.240.14a-11(c) or ss.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)(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:  

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

  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 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 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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DEFR14A 2nd Page of 8 TOC 1st Previous Next ↓Bottom Just 2nd
 ALLTRISTA CORPORATION
 5875 Castle Creek Parkway, North Drive, Suite 440
Indianapolis, Indiana 46250-4330

----------

PROXY STATEMENT SUPPLEMENT
April 12, 2001

----------

ANNUAL MEETING OF SHAREHOLDERS
 TO BE HELD JUNE 1, 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 June 1, 2001, and any          
adjournment thereof.                                                            

This Proxy Statement Supplement contains information related to the 
nomination of certain individuals to the Board of Directors by a shareholder of 
the Corporation and certain other information. This Proxy Statement Supplement  
amends and supplements the Proxy Statement of the Corporation dated April 2,    
2001 (the "Proxy Statement"). Capitalized terms used herein and not otherwise   
defined herein shall have the respective meanings assigned to such terms in the 
Proxy Statement.                                                                

 ELECTION OF DIRECTORS

    As previously reported, the Corporation is in a process of reviewing its
strategic alternatives, including the possible sale of the Corporation. In      
connection with that process, Marlin Partners II, L.P. ("Marlin") has expressed 
an interest in making an acquisition proposal, executed a confidentiality       
agreement with the Corporation, undertaken a due diligence review of the        
Corporation and received a management presentation regarding the Corporation's  
business.                                                                       

     Marlin had previously given notice to the Corporation of its intention to
nominate two individuals to serve as directors of the Corporation. Very         
recently, Marlin requested a list of shareholders of the Corporation so that    
Marlin may solicit proxies for the election of its nominees. As a result, you   
may be receiving soliciting material from Marlin in the near future.            

Information regarding the Marlin nominees concerning age, principal 
occupation and business experience during the last five years and current       
directorships is attached as Appendix A in exactly the form furnished to the    
Corporation by Marlin.                                                          

      WE URGE YOU TO RETURN THE CORPORATION'S WHITE PROXY CARD IN SUPPORT OF THE
CORPORATION'S NOMINEES TO THE BOARD OF DIRECTORS. Given Marlin's participation  
in the possible sale of the Corporation, we believe it would be a conflict of   
interest to have representatives of Marlin on the Board of Directors while the  
Board of Directors is determining which proposal for the purchase of the        
Corporation, if any, is in the best interest of ALL shareholders. If elected,   
Marlin's nominees may offer to abstain from or otherwise not participate in     
Board of Directors discussions regarding a possible sale of the Corporation.    
Nonetheless, we believe their mere presence on the Board of Directors during the
course of such discussions would be disruptive and counterproductive. Your Board
strongly urges you to reject any Marlin solicitation and not sign any proxy card
Marlin may send to you.                                                         

DEFR14A 3rd Page of 8 TOC 1st Previous Next ↓Bottom Just 3rd
CERTAIN INFORMATION REGARDING PARTICIPANTS

   The Corporation, each of its current Directors and each of its nominees
could be deemed participants (collectively, the "Participants") in any          
solicitation by the Corporation in opposition to Marlin. Certain information    
relating to the Participants is set forth below.                                

Transactions by Participants in the Securities of the Corporation in the Past   
Two Years                                                                       

The dates within the past two years on which any of the Participants
purchased or sold securities of the Corporation and the amount purchased or sold
on each date are set forth below. Unless otherwise indicated below, all         
transactions were in the Common Stock of the Corporation and were effected by   
normal purchases or sales through the New York Stock Exchange. Except as        
indicated below, no Participant has purchased or sold any securities of the     
Corporation within the past two years.                                          

                               Date of       Nature of     Number of   Price per
      For the account of:    Transaction    Transaction    Shares(#)   Share ($)
      -------------------    -----------    -----------    ---------   ---------

      Thomas B. Clark         06/08/1999    Purchase (1)     3,713       10.8900
                              06/08/1999    Sale (2)         1,418       28.5000
                              06/22/1999    Purchase (1)     7,877       13.0900
                              06/22/1999    Sale (2)         3,401       30.3125

      Lynda W. Popwell        12/07/1999    Purchase           425       23.5000

(1)   Purchase of common stock of Alltrista Corporation through the 
Alltrista Corporation Stock Option Plan.                

    (2)   To exercise a stock option, the Participant returned shares to the
         Corporation valued at the fair market value on the exercise date.

Business Addresses                                                              

  The business address for each Participant other than Robert L. Wood is
5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, Indiana 46250. 
The business address for Mr. Wood is The Dow Chemical Company, 2030 Dow Center, 
Midland, Michigan 48674.                                                        

Additional Agreements and Understandings                                        

    Except as otherwise stated herein or in the Proxy Statement, none of the
Participants (i) owns any securities of the Corporation of record but not       
beneficially, (ii) has incurred indebtedness for the purpose of acquiring or    
holding securities of the Corporation, (iii) except as set forth in Appendix B, 
is or has been a party to any contract, arrangement or understanding with       
respect to any securities of the Corporation within the past year, (iv) owns    
beneficially, directly or indirectly, any securities of the Corporation or any  
parent or subsidiary of the Corporation or (v) has any arrangement or           
understanding with respect to future employment by the Corporation or with      
respect to any future transactions to which the Corporation or any of its       
affiliates will be or may be a party. In addition, except as set forth herein or
in the Proxy Statement, no associate of any of the Participants (i) owns        
beneficially, directly or indirectly, any securities of the Corporation or (ii) 
has any arrangement or understanding with respect to future employment by the   
Corporation or with respect to any future transactions to which the Corporation 
or any of its affiliates will be or may be a party.                             

  The Board of Directors is considering providing senior executives with
modified deferred compensation arrangements. Accordingly, Thomas B. Clark and   
Kevin D. Bower have agreed to forgo payments of $1,042,184 and $294,260,        
respectively, payable to them under the Corporation's previously funded 1993    
Deferred Compensation Plan and Excess Savings and Retirement Plan in exchange   
for loans from the Corporation in the same amounts. Each loan, which will bear  
interest at the applicable federal rate, will be fully secured by life insurance
policies in favor of the Corporation on the lives of the senior executive and   
his spouse. All accrued interest and principal on each loan shall be payable    
upon the death of the senior executive and his spouse.                          

2 

DEFR14A 4th Page of 8 TOC 1st Previous Next ↓Bottom Just 4th
SOLICITATION AND OTHER MATTERS

Solicitation of Proxies                                                         

   The solicitation of proxies on behalf of the Board of Directors will be
conducted by mail, personally or by telephone, telegram, over the Internet or by
other forms of wire or facsimile communication. Officers, Directors and         
employees of the Corporation may solicit proxies and will not receive additional
compensation for this activity. The Corporation has retained CIC/Georgeson      
Shareholder Communications ("CIC") to assist in the solicitation of proxies for 
a fee of $30,000 plus out-of-pocket expenses. CIC will employ approximately 50  
people to solicit the Corporation's shareholders. In addition to solicitation of
proxies, CIC will provide advisory services as requested pertaining to the      
solicitation of proxies. The Corporation will also indemnify CIC against certain
liabilities and expenses relating to the proxy solicitation, including          
liabilities under the federal securities laws.                                  

    The Corporation estimates the aggregate amount to be spent in connection
with the solicitation of proxies will not exceed $150,000 (including            
professional fees and expenses, but excluding costs represented by salaries and 
wages of regular employees of the Corporation and excluding the normal expenses 
of an uncontested election at an annual meeting). The Corporation will pay the  
cost of soliciting proxies. Upon request, the Corporation will reimburse        
brokers, custodians, nominees and fiduciaries for reasonable expenses incurred  
by them in forwarding proxy material to beneficial owners of Common Stock. Total
expenditures to date have been approximately $35,000.                           

Audit Committee                                                                 

    All of the current members of the Audit Committee of the Corporation are
independent as defined in the rules of the New York Stock Exchange.             

Other Matters to be Considered                                                  

 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

April 12, 2001                                                                  
Indianapolis, Indiana                                                           

PLEASE SIGN, DATE AND RETURN THE WHITE PROXY CARD AT YOUR EARLIEST CONVENIENCE. 
YOUR VOTE IS IMPORTANT.                                                         

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

3 

DEFR14A 5th Page of 8 TOC 1st Previous Next ↓Bottom Just 5th
Appendix A

      Mr. Martin E. 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. Ian G.H. 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 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.           

DEFR14A 6th Page of 8 TOC 1st Previous Next ↓Bottom Just 6th
Appendix B

The following table sets forth options to purchase securities of the
Corporation held by the Participants that have been outstanding since the       
beginning of the last fiscal year. All options set forth below relate to the    
Corporation's Common Stock, expire on the tenth anniversary of the option's     
grant date and become exercisable upon a change in control of the Corporation.  
Other than those options that have been granted to Mr. Clark, all options set   
forth below vest on the first anniversary of the option's grant date. Options   
granted to Mr. Clark vest in four equal annual installments beginning on the    
first anniversary of the option's grant date. All of the options set forth below
were granted pursuant to certain stock option plans of the Corporation.         

                                    Option          Shares          Exercise
                                   Grant           Under           Price
          Name                         Date          Option(#)      per Share($)
          ----                         ----          ---------      ------------
Thomas B. Clark                     05/11/1993         7,600           13.25    
                                03/17/1994         5,000           19.62
                                03/16/1995         6,366           22.25
                                03/16/1995           634           22.25
                                03/11/1996         5,769           21.25
                                03/11/1996         1,231           21.25
                                03/20/1997         4,610           21.50
                                03/20/1997         2,390           21.50
                                12/21/2000        15,000           12.50

Douglas W. Huemme                   04/30/2000         1,000           21.25    

Richard L. Molen                    04/30/1994           350           18.75    
                                04/30/1995           350           24.12
                                04/30/1996           350           23.75
                                04/30/1997         1,000           21.50
                                04/30/1998         1,000           27.00
                                04/30/1999         1,000           21.25
                                04/30/2000         1,000           21.25

Lynda W. Popwell                    04/30/1998         1,000           27.00    
                                04/30/1999         1,000           21.25
                                04/30/2000         1,000           21.25

Patrick W. Rooney                   04/30/1995           350           24.12    
                                04/30/1996           350           23.75
                                04/30/1997         1,000           21.50
                                04/30/1998         1,000           27.00
                                04/30/1999         1,000           21.25
                                04/30/2000         1,000           21.25

David L. Swift                      04/30/1993           350           13.25    
                                04/30/1994           350           18.75
                                04/30/1995           350           24.12
                                04/30/1996           350           23.75
                                04/30/1997         1,000           21.50
                                04/30/1998         1,000           27.00
                                04/30/1999         1,000           21.25
                                04/30/2000         1,000           21.25

Robert L. Wood                      04/30/2000         1,000           21.25    

DEFR14A 7th Page of 8 TOC 1st Previous Next ↓Bottom Just 7th
   Please mark your                                                       6328
|X| vote as in this                                                             
example.                                                                

This proxy when properly executed will be voted in the manner directed  
herein by the undersigned stockholder(s). If no direction is made, this proxy   
will be voted FOR the proposals 1 and 2.                                        

  FOR      WITHHELD authority for all Nominees
1. Election of                                                                  
Directors       |_|       |_|  Nominees:                                  
            Richard L. Molen
            Lynda W. Popwell

For, except vote withheld from the following nominee(s):                        

_______________________________________________________                         

                                                FOR      AGAINST     ABSTAIN
2. Proposals to approve the appointment of                                      
Ernst & Young LLP as the independent           |_|        |_|          |_|
public accountants of the Corporation.                                    

3. In their discretion, the proxies are authorized                              
to vote upon such other business as properly may                          
come before the meeting.                                                  

Please sign exactly as name appears at left. When signing as attorney, executor,
administrator, trustee, or guardian, please give full title as such. If a       
corporation, please sign in full corporate name by President or other authorized
officer. If a partnership, please sign in partnership name by authorized person.

Note:  Please sign name exactly as your name appears on the Stock Certificate.  
When signing as attorney, executor, administrator, trustee, or guardian, please 
give full title. If more than one trustee, all should sign. All joint owners    
must sign.                                                                      

___________________________________________________________                     

___________________________________________________________                     
Signature (if held jointly)                      Date                           

DEFR14A Last Page of 8 TOC 1st Previous Next ↓Bottom Just 8th
--------------------------------------------------------------------------------
/\  FOLD AND DETACH HERE  /\  

The Board of Directors recommends a vote  

FOR 

proposals 1 and 2 above.  

ALLTRISTA Corporation                            PROXY/VOTING INSTRUCTION CARD  

5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, IN 46250       
______________________________________________________________________________  
This proxy is solicited on behalf of the Board of Directors for the Annual      
Meeting on June 1, 2001.                                                        

The undersigned hereby appoints Thomas B. Clark, Kevin D. Bower, Jerry T.       
McDowell, and each or any of them as Proxies, with full power of substitution,  
to vote all shares of Alltrista Corporation Common Stock entitled to be voted by
the undersigned for the election of directors and on Proposal 2 referred to on  
the reverse side of this Proxy Card and described in the Proxy Statement, and on
any other business as properly may come before the Annual Meeting of            
Shareholders on June 1, 2001, or any adjournment thereof.                       

This proxy will be voted as directed. If no direction is given, this proxy will 
be voted FOR Items 1 and 2.                                                     

Election of two Directors. Nominees are:                                        
Richard L. Molen, Lynda W. Popwell                                              

PLEASE SIGN AND DATE ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED      
ENVELOPE.                                                                       

                                                                     -----------
                                                                     SEE REVERSE
                                                                      SIDE
                                                                     -----------

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

/\  FOLD AND DETACH HERE  /\  

YOUR VOTE IS IMPORTANT  

Please sign, date and return your proxy   
in the enclosed envelope.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘DEFR14A’ Filing	Date	First	Last	Other Filings

	6/1/01	2	8	DEF 14A
Filed on:	4/12/01	2	4	PRRN14A
	4/2/01	2		DEF 14A
				List all Filings

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Filing Submission 0001005477-01-002717 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Jarden Corp – ‘DEFR14A’ on 4/12/01

On: Thursday, 4/12/01, at 3:48pm ET · Accession #: 1005477-1-2717 · File #: 1-13665

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

Dates Referenced Herein and Documents Incorporated by Reference

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