UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
Date of Report: April 29, 1996
Alltrista Corporation
State of Indiana Commission File Number 0-21052 35-1828377
345 South High Street, P. O. Box 5004
Muncie, Indiana 47307-5004
Registrant's telephone number, including area code: (317) 281-5000
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The Exhibit index is on Page 8 of 8 Page 1 of 8
<PAGE>
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
Pursuant to the terms of an Asset Purchase Agreement (the "Asset Purchase
Agreement"), dated as of April 29, 1996 and effective April 26, 1996, between
Alltrista Corporation (the "Registrant") and U.S. Can Corporation ("U.S. Can"),
the Registrant sold its Metal Services Company plants, real estate, equipment,
and coatings and inks inventory to U.S. Can for approximately $14.9 million (the
"Purchase Price").
The Registrant used $9.6 million of the Purchase Price to reduce outstanding
indebtedness. The balance of the Purchase Price is being held in escrow until
title to the real estate is legally transferred to U.S. Can and, upon receipt,
will also be used to reduce outstanding indebtedness. Until title to the real
estate located in Chicago, Illinois; Baltimore, Maryland; and Birmingham,
Alabama is transferred to U.S. Can, the Registrant and U.S. Can have entered
into a Purchase and Lease Agreement to allow U.S. Can to begin operations in the
plants located on the real estate.
The Registrant will retain all accounts receivable and inventory, other than
coatings and inks, as well as all accounts payable and substantially all other
liabilities accrued prior to April 26, 1996. The Registrant expects to receive
approximately $15 million, primarily during the remainder of 1996, from the sale
of the retained inventory to former customers or U.S. Can and the collection of
the accounts receivable less amounts required to settle the accounts payable and
other liabilities.
The Registrant also agreed to not compete with U.S. Can for a period of five
years in the tin plate cutting, tin plate decoration and/ or tin mill products
service center businesses.
Pursuant to the terms of a Sales Agent Agreement (the "Sales Agent Agreement"),
dated as of April 29, 1996, between the Registrant and U.S. Can, the Registrant
retained U.S. Can (the "Agent") to serve as its non-exclusive sales agent in
connection with the sale of the retained inventory owned by the Registrant. The
Agent shall serve until the earlier of the date on which the Registrant and
Agent mutually agree to terminate the Sales Agent Agreement or the date on which
all of the Registrant's retained inventory has been sold. The Agent has also
agreed to use the equipment purchased from the Registrant to convert the
Registrant's work-in-process and raw materials inventory into finished goods. In
return for the Agent's conversion of the work-in-process and raw materials into
finished goods, the Registrant shall reimburse the Agent for the conversion
costs plus a mark-up.
Pursuant to the terms of a Tin Plate Purchase Agreement (the "Tin Plate Purchase
Agreement"), dated as of April 29, 1996 between the Registrant and U.S. Can,
Registrant agreed to purchase all of its requirements for cut, decorated and
coated tin plate ("tin plate") in the United States from U.S. Can for the period
of five years. The Registrant uses tin plate in the manufacture of closures for
its home canning business.
The following description of the Asset Purchase Agreement is qualified in its
entirety by reference to the agreement, which has been filed as an exhibit to
this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(b) Pro forma financial information.
PRO FORMA CONSOLIDATED FINANCIAL STATEMENTS
The following Pro Forma Consolidated Financial Statements for the three years
ended December 31, 1995 give effect to the sale of the property, plant and
equipment and coatings and inks inventories of Metal Services Company and the
Registrant's future sale to its customers of the retained inventory, collection
of the accounts receivable and settlement of the retained liabilities of Metal
Services Company. The pro forma adjustments are based on available information
and upon certain assumptions that the Registrant believes are reasonable under
the circumstances. The pro forma financial information should be read in
conjunction with the December 31, 1995 audited Consolidated Financial Statements
of the Registrant.
The Pro Forma Consolidated Balance Sheet and Pro Forma Consolidated Statements
of Income include allocations, assumptions and approximations and, therefore, do
not reflect in precise numerical terms the impact of the transaction on the
historical financial statements. In addition, such pro forma statements should
not be used as a basis for forecasting the performance of the continuing
operations of the Registrant.
Page 2 of 8
<PAGE>
The pro forma adjustments made in the preparation of the Pro Forma Consolidated
Balance Sheet assume that the sale of certain assets of Metal Services Company
had been consummated at March 31, 1996. The adjustments related to the Pro Forma
Consolidated Statements of Income assume that the sale of the property, plant
and equipment and coatings and inks inventories of Metal Services Company had
been consummated as of January 1, 1993.
<TABLE>
<CAPTION>
Alltrista Corporation
Pro Forma Balance Sheet
As of March 31, 1996
(in thousands)
(Unaudited)
---------------------------------------------------------------
Consolidated, Sale of Other
As Reported Assets Adjustments Pro Forma
-------------- ------------- ------------- -------------
<S> <C> <C> <C> <C>
ASSETS (a)
Current assets
Cash and cash equivalents $ 1,464 $ $ $ 1,464
Net assets held for sale 12,621 (12,621)
Accounts receivable, net 41,390 (8,396) (b) 32,994
Inventories 54,145 (15,471) (b) 38,674
Deferred taxes on income 2,849 (858) (d) 1,991
Prepaid expenses 646 (43) (b) 603
Net current assets related to
discontinued operation 13,958 (b),(d) 13,958 (c)
------------- ------------- ------------- -------------
Total current assets 113,115 (12,621) (10,810) 89,684
------------- ------------- ------------- -------------
Property, plant and equipment 149,538 149,538
Accumulated depreciation (100,934) (100,934)
------------- ------------- ------------- -------------
48,604 48,604
Intangibles and other assets 18,519 18,519
------------- ------------- ------------- -------------
Total assets $180,238 ($12,621) ($10,810) $156,807
============= ============= ============= =============
LIABILITIES AND SHAREHOLDERS'
EQUITY
Current liabilities
Notes payable $ 24,025 ($14,398) $ $ 9,627
Accounts payable 19,925 (7,512)(b) 12,413
Other current liabilities 15,955 (1,855)(b),(d) 14,100
------------- ------------- ------------- -------------
Total current liabilities 59,905 (14,398) (9,367) 36,140
------------- ------------- ------------- -------------
Noncurrent liabilities
Long-term debt 30,000 30,000
Deferred taxes on income 688 (820)(d) (132)
Other noncurrent liabilities 7,626 508 (b),(e) 8,134
------------- ------------- ------------- -------------
Total noncurrent liabilities 38,314 (312) 38,002
------------- ------------- ------------- -------------
Shareholders' equity 82,019 1,777 (1,131)(d),(e) 82,665
------------- ------------- ------------- -------------
Total liabilities and
shareholders' equity $180,238 ($12,621) ($10,810) $156,807
============= ============= ============= =============
<FN>
FOOTNOTES
a. Represents payment to the Registrant by U.S. Can for certain of Metal
Services' assets. The proceeds will be used to reduce borrowings.
b. Represents adjustment to reclassify receivables, inventories, accounts
payable and other liabilities relating to the Metal Services Company to net
current assets related to discontinued operation.
c. Registrant expects to collect the proceeds from the liquidation of the net
current assets related to discontinued operations primarily during the
remainder of 1996 and use them to reduce outstanding indebtedness.
d. Pro Forma adjustment to reflect the tax effect of the sale.
e. Includes $700 curtailment loss resulting from the sale.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
Alltrista Corporation
Pro Forma Statement of Income
For the year ended December 31, 1995
(in thousands)
(Unaudited)
-------------------------------------------------
Consolidated, Operation Other
As Reported Sold (-) Adjustments(+) Pro Forma
-------------- -------------- ----------------- -------------
<S> <C> <C> <C> <C>
Net sales $ 301,140 $ 79,682 (a) $ $ 221,458
Costs and Expenses
Cost of sales 234,217 72,555 (a) 161,662
Selling, general and
administrative expenses 38,573 6,461 1,144 (b) 33,256
Unusual items 5,910 3,480 2,430
-------------- -------------- -------------- --------------
Operating earnings (loss) 22,440 (2,814) (1,144) 24,110
Interest expense, net 3,342 (1,749)(d) 1,593
-------------- -------------- -------------- --------------
Income (loss) before income taxes 19,098 (2,814) (605) 22,517
Provision for income taxes (7,599) (1,337)(c),(d) (8,936)
-------------- -------------- -------------- --------------
Net income (loss) $ 11,499 $ (2,814) $ (732) $ 13,581
============== ============== ============== ==============
Per share of common stock:
Primary earnings per share $ 1.44 $ 1.70
Fully diluted earnings per share $ 1.44 $ 1.70
Weighted average shares outstanding:
Primary 7,996 7,996
Fully diluted 8,012 8,012
<FN>
FOOTNOTES
a. Sales to Consumer Products Division, previously eliminated in consolidation,
have been removed.
b. General management and administrative allocation, previously allocated by
the Company.
c. Income taxes have been provided at approximately the Company's effective
tax rate.
d. Interest expense has been reduced by the amount obtained by applying the
Company's annual average borrowing rate to the sum of the annual average
working capital and the $14,398 of proceeds received in 1996 on the sale of
assets.
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Alltrista Corporation
Pro Forma Consolidated Statement of Income
For the year ended December 31, 1994
(in thousands)
(Unaudited)
-----------------------------------------------------------
Consolidated, Operation Other
As Reported Sold (-) Adjustments (+) Pro Forma
---------------- ---------------- -------------- ----------------
<S> <C> <C> <C> <C>
Net sales $ 296,202 $ 88,424 (a) $ $ 207,778
---------------- ---------------- -------------- ----------------
Costs and Expenses
Cost of sales 227,487 79,970 (a) 72 (b) 147,589
Selling, general and
administrative expenses 38,507 6,486 1,516 (b) 33,537
---------------- ---------------- ---------------- ----------------
Operating earnings (loss) 30,208 1,968 (1,588) 26,652
Interest expense, net 2,700 (1,820)(d) 880
Other expense 400 400
---------------- ---------------- ---------------- ----------------
Income (loss) before income taxes 27,108 1,968 232 25,372
Provision for income taxes (10,980) 691(c),(d) (10,289)
---------------- ---------------- ---------------- ----------------
Net income $ 16,128 $ 1,968 $ 923 $ 15,083
================ ================ ================ ================
Per share of common stock:
Primary earnings per share $ 2.07 $ 1.93
Fully diluted earnings per share $ 2.07 $ 1.93
Weighted average shares outstanding:
Primary 7,798 7,798
Fully diluted 7,797 7,797
<FN>
FOOTNOTES
a. Sales to Consumer Products Division, previously eliminated in
consolidation, have been removed.
b. General management and administrative allocation, previously allocated by
the Company.
c. Income taxes have been provided at approximately the Company's effective
tax rate.
d. Interest expense has been reduced by the amount obtained by applying the
Company's annual average borrowing rate to the sum of the annual average
working capital and the $14,398 of proceeds received in 1996 on the sale
of assets.
</FN>
</TABLE>
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<PAGE>
<TABLE>
<CAPTION>
Alltrista Corporation
Pro Forma Consolidated Statement of Income
For the year ended December 31, 1993
(in thousands)
(Unaudited)
-------------------------------------------------------
Consolidated, Operation Other
As Reported Sold (-) Adjustments(+) Pro Forma
-------------- --------------- ---------------- ----------------
<S> <C> <C> <C> <C>
Net sales $ 278,643 $ 85,383 (a) $ $ 193,260
-------------- --------------- -------------- ----------------
Costs and Expenses
Cost of sales 215,875 78,339 (a) 160 (b) 137,696
Selling, general and
administrative expenses 35,812 7,000 1,482 (b) 30,294
-------------- --------------- -------------- ----------------
Operating earnings (loss) 26,956 44 (1,642) 25,270
Interest expense, net 3,232 (1,441) (d) 1,791
Other expense 627 627
-------------- --------------- -------------- ----------------
Income (loss) before income taxes 23,097 44 (201) 22,852
Provision for income taxes (9,653) 71(c),(d) (9,582)
-------------- --------------- -------------- ----------------
Income before effect of
accounting change $ 13,444 $ 44 $ (130) $ 13,270
============== =============== ============== ================
Per share of common stock:
Primary earnings per share $ 1.78 $ 1.76
Fully diluted earnings per share $ 1.77 $ 1.75
Weighted average shares outstanding:
Primary 7,546 7,546
Fully diluted 7,572 7,572
<FN>
FOOTNOTES
a. Sales to Consumer Products Division, previously eliminated in
consolidation, have been removed.
b. General management and administrative allocation, previously allocated
by the Company.
c. Income taxes have been provided at approximately the Company's
effective tax rate.
d. Interest expense has been reduced by the amount obtained by applying
the Company's annual average borrowing rate to the sum of the annual
average working capital and the $14,398 of proceeds received in 1996
on the sale of assets.
</FN>
</TABLE>
Page 6 of 8
<PAGE>
(c) Exhibits included
2.1 Asset Purchase Agreement
99.1 Press Release dated April 29, 1996 issued by Alltrista Corporation.
See Exhibit Index.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned, hereunto duly authorized.
ALLTRISTA CORPORATION
(Registrant)
By: /s/ Thomas B. Clark
--------------------------------
Thomas B. Clark
President and Chief Executive Officer
May 14, 1996
Page 7 of 8
<PAGE>
ALLTRISTA CORPORATION
FORM 8-K
EXHIBIT INDEX
Exhibit Description
- -------- -----------------------------------
EX-2.1 Asset Purchase Agreement dated April 29, 1996 between
Alltrista Corporation and U.S. Can Corporation. The schedules and
exhibits of the Asset Purchase Agreement have been omitted. The
Company will provide such schedules and exhibits supplementally
upon request of the Commission.
The omitted schedules and exhibits are as follows:
Schedules
1.1 List of Assets Sold
1.2 Excluded Assets
1.5 Assumed Liabilities
1.6 Transferred Employees
1.8 Purchase Price Allocation
2.3 Consents and Approvals
2.6 Undisclosed Liabilities
2.7 Certain Changes or Events
2.8 Real Property
2.9 Patents and Trademarks
2.10 Insurance
2.11 Contracts
2.12 Litigation
2.15 Environmental Matters
2.16 Employee Benefits
2.18 Employment Agreements
2.19 Labor Matters
Exhibits
7.1.1 Form of Seller's Legal Opinion
7.1.2 Form of Buyer's Legal Opinion
7.3 Form of Purchase and Lease Agreement
7.4 Form of Tin Plate Purchase Agreement
7.5 Form of Sales Agent Agreement
7.6 Form of Technology License Agreement
7.15 Form of Escrow Agreement
EX-99.1 Press Release dated April 29, 1996 issued by Alltrista Corporation.
Page 8 of 8
<PAGE>
Exhibit 2.1
ASSET PURCHASE AGREEMENT
By and Between
UNITED STATES CAN COMPANY
AND
ALLTRISTA CORPORATION
April 29, 1996
ASSET PURCHASE AGREEMENT
ASSET PURCHASE AGREEMENT, dated as of April 29, 1996 (the "Agreement"),
by and between Alltrista Corporation, an Indiana corporation ("Alltrista"), and
United States Can Company, a Delaware corporation ("U.S.
Can").
W I T N E S S E T H:
WHEREAS, Alltrista Metal Services, a division of Alltrista ("AMS"), is
engaged in the business of metal cutting and decorating, as well as the
manufacture, sale and licensure of certain proprietary products (the "Metal
Services Business"); and
WHEREAS, Alltrista desires to sell to U.S. Can, and U.S. Can desires to
purchase from Alltrista, in accordance with the terms and subject to the
conditions of this Agreement, certain assets and rights of Alltrista related to
the Metal Services Business, as more fully described hereinafter;
NOW, THEREFORE, in consideration of the mutual covenants and agreements
contained herein, and in reliance upon the representations and warranties
contained herein, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
TABLE OF CONTENTS
Page
ARTICLE I TERMS OF PURCHASE AND SALE 1
1.1 Purchase and Sale 1
1.2 Excluded Assets 2
1.3 Time and Place of Closing 3
1.4 Purchase Price 3
1.4.1 Amount of Purchase Price 3
1.4.2 Payment of Purchase Price 3
1.5 Assumption of Liabilities 3
1.5.1 Assumption of Collective Bargaining Agreements 4
1.6 Employees 5
1.7 Accounts Receivable 5
1.8 Allocation of Purchase Price 7
ARTICLE II REPRESENTATIONS AND WARRANTIES OF ALLTRISTA 8
2.1 Organization and Qualification 8
2.2 Authority 8
2.3 Consents and Approvals 9
2.4 Absence of Conflicts 9
2.5 Financial Statements 10
2.6 Absence of Undisclosed Liabilities 10
2.7 Absence of Certain Changes or Events 10
2.8 Real and Personal Property; Title 11
2.9 Patents, Trademarks, Etc 12
2.10Insurance 13
2.11 Contracts and Commitments 13
2.12 Litigation and Administrative Proceedings 14
2.13 Tax Matters 15
2.13.1 Definition 15
2.13.2 Tax Returns 15
2.13.3 All Taxes Paid 15
2.13.4 Withholding 15
2.13.5 Asset Attributes 16
2.14 Compliance with Laws 16
2.15 Environmental Matters 16
2.16 Employee Benefits 19
2.16.1 Plans 19
2.16.2 No Liens Arising Under ERISA 19
2.17 Licenses and Permits 20
2.18 Employment Agreements 20
2.19 Discrimination; Occupational Safety; Labor 20
2.20 Brokers and Finders 21
2.21 Necessary Assets 21
2.22 Books and Records 21
2.23 Government Contracts 21
2.24 Full Disclosure 22
2.25 Effect of Certificates 22
ARTICLE III REPRESENTATIONS AND WARRANTIES OF U.S. CAN 22
3.1 Organization and Qualification 22
3.2 Authority 22
3.3 Consents and Approvals 23
3.4 Absence of Conflicts 23
3.5 Litigation and Administrative Proceedings 23
3.6 Brokers and Finders 24
3.7 Effect of Certificates 24
ARTICLE IV COVENANTS OF ALLTRISTA 24
4.1 Consents and Approvals 24
4.2 Non-Competition 24
4.3 Tax Matters 25
4.4 Post-Closing Access to Information 25
4.5 Discontinuation of Use 26
4.6 Further Assurances 26
4.7 Employee Benefits 26
ARTICLE V COVENANTS OF U.S. CAN 27
5.1 Consents and Approvals 27
5.2 Retention of Records 27
5.3 Transfer Costs 28
5.4 Employee Matters 28
5.4.1 Union Pension Plan 28
5.4.2 Salaried Pension Plan 29
5.4.3 Employee Welfare Benefits
5.4.4 Compensation 30
5.4.5 WARN Act 31
5.4.6 Employees on Disability 31
5.4.7 Employment Intent 31
5.4.8 Rollovers 32
5.4.9 Severance 32
5.5 Alltrista Name 32
5.6 Further Assurances 33
ARTICLE VI MUTUAL COVENANTS 33
6.1 Confidentiality 33
6.2 Tax Treatment 33
6.2.1 Tax Cooperation 33
6.2.2 Allocation of Taxes 34
6.2.3 Payment of Taxes 34
6.3 Health Care Coverage 35
6.4 Mutual Cooperation 36
ARTICLE VII CLOSING DELIVERIES 36
7.1 Legal Opinions 37
7.1.1 Legal Opinion of Alltrista 37
7.1.2 Legal Opinion of U.S.Can 37
7.2 Consents 37
7.3 Purchase and Lease Agreement 37
7.4 Tin Plate Purchase Agreement 37
7.5 Sales Agent Agreement 37
7.6 Technology License 37
7.7 Closing Certificates 38
7.8 Instruments of Transfer 38
7.9 Good Standing Certificates 38
7.10 Title Commitments 39
7.11 Resolutions 39
7.12 Further Assurances 39
7.13 Lien Searches 39
7.14 Real Estate Deeds, Escrow 39
7.15 Releases 39
7.16 Payment of Purchase Price 40
ARTICLE VIII SURVIVAL AND INDEMNIFICATION 40
8.1 Survival of Representations and Warranties; Covenants 40
8.2 Indemnification by Alltrista 41
8.3 Indemnification by U.S. Can 44
8.4 Indemnification Procedure 45
8.5 Arbitration 47
ARTICLE IX MISCELLANEOUS 48
9.1 Amendment and Modification 48
9.2 Waiver of Compliance; Remedies 48
9.3 Expenses 48
9.4 Notices 49
9.5 Assignment 50
9.6 Headings 51
9.7 Severability 51
9.8 Governing Law 51
9.9 Counterparts 51
9.10 Third Parties 51
9.11 Entire Agreement 51
9.12 Exhibits and Schedules 51
9.13 Headings and Gender 52
TERMS OF PURCHASE AND SALE
.0 Purchase and Sale. Except as otherwise provided in Section 1.2 hereof,
subject to the terms and conditions of this Agreement, on the Closing Date (as
defined herein), Alltrista hereby sells, assigns and transfers to U.S. Can, or
causes to be sold, assigned and transferred to U.S. Can, and U.S. Can hereby
purchases from Alltrista, all of the following assets wherever located:
(a) all right, title and interest of Alltrista in and to all of the
machinery and equipment of Alltrista used exclusively in the Metal Services
Business as identified on Schedule 1.1(a) hereto; and
(b) all right, title and interest of Alltrista in and to all of the
patents, trademarks and other intellectual property of Alltrista used
exclusively in the Metal Services Business as identified on Schedule 1.1(b)
hereto;
(c) all right, title and interest of Alltrista in and to all of the
coatings and inks of Alltrista used exclusively in the Metal Services Business;
and
(d) all books and records of Alltrista relating to the Metal Services
Business (collectively, the "Assets").
.1 Excluded Assets. Anything in Section 1.1 hereof to the contrary
notwithstanding, there shall be excluded from the Assets to be transferred to
U.S. Can hereunder: (i) all land, buildings, intellectual property and equipment
related to the Plastisol business of Alltrista described on Schedule 1.2 hereof
("Plastisol Business"), (ii) Alltrista's induction curing intellectual property
described on Schedule 1.2 hereof, (iii) any cash or cash equivalents of
Alltrista (including marketable securities) on hand or in bank accounts, (iv)
any accounts or notes receivable of Alltrista, (v) all inventory of the Metal
Services Business consisting of raw materials, other than coatings and inks,
work-in-process and finished goods, or (vi) any other assets or rights of
Alltrista not described in Section 1.1 hereof.
.2 Time and Place of Closing. Subject to the terms and conditions of this
Agreement, the purchase and sale of the Assets and the consummation of the other
transactions contemplated hereby (the "Closing") shall take place simultaneously
with the execution of this Agreement at the offices of Ross & Hardies, 150 North
Michigan Avenue, Chicago, Illinois, at 9:00 a.m. on April 29, 1996, or at such
other place or time as the parties may agree upon (the "Closing Date"). U.S. Can
shall be deemed to own the Assets, and the Closing shall be deemed effective, as
of 12:01 a.m., Chicago time, on April 27, 1996 (the "Effective Time"). If and to
the extent there is any loss in respect of the assets, properties, employees,
operations or business of AMS from the Effective Time to 12:00 noon, Chicago
time, on the Closing Date, Alltrista will indemnify and hold U.S. Can harmless
from and against all costs, liabilities, expenses and damages, arising out of or
related to such loss. At the Closing, Alltrista and U.S. Can shall deliver such
certificates, opinions, instruments, and other documents to be delivered by each
such party as set forth in Article VII.
.3 Purchase Price.
.0 Amount of Purchase Price. The aggregate purchase price
for the Assets shall be $9,647,650 (the "Purchase Price").
.1 Payment of Purchase Price. The Purchase Price shall be paid by
U.S. Can at the Closing by wire transfer of immediately available funds to an
account(s) designated by Alltrista in a written instruction to U.S. Can provided
not less than two business days prior to the Closing Date.
.4 Assumption of Liabilities. Subject to the terms and conditions of this
Agreement, U.S. Can shall assume only those liabilities and obligations of
Alltrista specifically identified on Schedule 1.5 attached hereto and those
obligations under the Collective Bargaining Agreements specified in Section
1.5.1 hereof (collectively, the "Assumed Liabilities"). At the Effective Time,
U.S. Can shall assume and shall thereafter discharge the Assumed Liabilities. It
is expressly understood and agreed by the parties that U.S. Can shall not have
any successor liability for labor, pension, tax, environmental or other claims,
unless and solely to the extent any such claim constitutes or is included within
an Assumed Liability.
If and to the extent U.S. Can terminates any Transferred Employee after
the Effective Time, U.S. Can will be solely responsible for any claims or causes
of action based solely on U.S. Can's actions or omissions with respect to any
such employee. U.S. Can will also be responsible for workers' compensation
claims by Transferred Employees based solely on occurrences, or the part of any
continuous or repetitive injuries, occurring after the Effective Time.
.0 Assumption of Collective Bargaining Agreements. At the Effective
Time, and except as otherwise provided in this Agreement, U.S. Can shall assume
all obligations and liabilities of Alltrista under, and become the employer with
respect to, the following collective bargaining agreements: (i) Articles of
Agreement between Alltrista Metal Services Company division of Alltrista
Corporation, 4100 West 42nd Place, Chicago, Illinois 60632 and the Chicago Local
No. 458-3M Graphic Communications International Union; (ii) the Labor
Agreement Between Alltrista Metal Services Company division of Alltrista
Corporation, 4100 West 42nd Place, Chicago, Illinois 60632-3995 and Local No.
570 for the United Steelworkers of America, AFL-CIO; and (iii) the Labor
Agreement Between Alltrista Metal Services Company, 901 West Ostend Street,
Baltimore, Maryland 21230 and Local 582, Graphic Communications International
Union, 3100 East Monument Street, Baltimore, Maryland 21205 (collectively, the
"Collective Bargaining Agreements"). Notwithstanding the foregoing, U.S. Can's
assumption shall only apply with respect to obligations and liabilities arising
or occurring after the Effective Time. U.S. Can shall honor the union
represented employees' years of service with AMS for all purposes of seniority
under the Collective Bargaining Agreements.
.5 Employees. All employees of Alltrista in the Metal Services Business
whose employment is affected by this Agreement (the "Transferred Employees"), as
more specifically set forth on Schedule 1.6, will no longer be employees of
Alltrista after the Effective Time and shall have their employment with U.S. Can
commence as of the Effective Time, except as otherwise provided for herein.
.6 Accounts Receivable. U.S. Can shall use commercially reasonable efforts
to assist Alltrista in the collection of Alltrista's unpaid accounts receivable
relating solely to the Metal Services Business for a continuous period not to
exceed one year from the Closing Date. By way of example and not limitation,
U.S. Can will, at Alltrista's request, employ phone calls and follow-up efforts
to collect such accounts. U.S. Can shall maintain written records with respect
to collection of such accounts and Alltrista shall be entitled to review such
records and all information in U.S. Can's possession respecting such accounts at
reasonable intervals and during U.S. Can's normal business hours. U.S. Can shall
also establish appropriate procedures by which payments received by U.S. Can on
accounts receivables can be identified as for the account of Alltrista or for
the account of U.S. Can. For any payments received by U.S. Can on accounts
receivable due and owing from a joint customer of U.S. Can and Alltrista, U.S.
Can shall treat such payments as being made for the account of and belonging to
Alltrista if (i) such payment is identified with an Alltrista invoice or (ii)
such payment carries no Alltrista or U.S. Can invoice. If the payment is
identified with a U.S. Can invoice, such payment shall remain the property of
U.S. Can.
U.S. Can shall cooperate with Alltrista in order to provide that any
payments on accounts receivable of Alltrista shall be made directly to Alltrista
at established Alltrista bank accounts or post office boxes as specified by
Alltrista to U.S. Can or to customers of Alltrista. In the event U.S. Can shall
inadvertently collect an account receivable due and owing to Alltrista, U.S. Can
shall hold such funds in trust for Alltrista and shall pay such funds to
Alltrista promptly in cash or other form of payment specified by Alltrista. In
the event Alltrista shall inadvertently collect an account receivable due and
owing to U.S. Can, Alltrista shall hold such funds in trust for U.S. Can and
shall pay such funds to U.S. Can promptly in cash or other form of payment
specified by U.S. Can.
U.S. Can shall not have the authority to settle or compromise Alltrista's
accounts receivable for less than the full amount of such accounts receivable
without the prior written consent of Alltrista (which shall not be unreasonably
withheld or delayed). U.S. Can shall bear its internal costs of assistance under
this Section 1.7. Alltrista shall bear all external collection costs for such
receivables; provided, however, that U.S. Can shall not incur any external
collection costs for such receivables without the prior written consent of
Alltrista.
For purposes of credit policy administration by U.S. Can, including but not
limited to credit limits for joint customers of Alltrista and U.S. Can, the
outstanding credit balances of Alltrista customers as of the Closing Date shall
be aggregated with U.S. Can's credit balances.
.7 Allocation of Purchase Price. Seller and U.S. Can shall allocate the
Purchase Price as provided in Schedule 1.8 hereto (the "Purchase Price
Allocation"). The aggregate valuations and allocation properly reflect the fair
market value of the Assets and the consideration paid for each pursuant to this
Agreement. Alltrista and U.S. Can shall report, or cause to be reported, the
purchase and sale of the Assets for federal income tax purposes pursuant to
Section 1060 of the Internal Revenue Code of 1986, as amended (the "Code"), on a
timely basis, in accordance with the Purchase Price Allocation and to give the
other prompt written notice of any assertion or claim by the Internal Revenue
Service that the Purchase Price Allocation is incorrect or is otherwise
unacceptable for federal income tax purposes. Alltrista and U.S. Can shall also
file on a timely basis any amendments to such report required to be filed as a
result of any adjustment in the Purchase Price Allocation. Each party agrees to
act in accordance with such Purchase Price Allocation in the course of any tax
audit, tax review or tax litigation concerning such party and relating thereto.
Neither Alltrista nor U.S. Can will assert, or permit to be asserted, that the
Purchase Price Allocation was not separately bargained for at arm's length and
in good faith.
The consideration to be paid for the real property owned by Alltrista and
utilized in the Metal Services Business shall be as set forth in the Purchase
and Lease Agreement, attached hereto as Exhibit 7.3, which also describes in
detail the real property to be leased to U.S. Can (the "Real Estate").
I REPRESENTATIONS AND WARRANTIES OF ALLTRISTA
As of the date hereof, Alltrista represents and warrants to U.S. Can as
follows (for purposes of this Article II, the phrase "to Alltrista's knowledge,"
the words "know" or "aware," or words of similar import shall mean the
collective knowledge of the key employees of Alltrista, including but not
limited to the key employees of AMS, and the defined term "Assets" shall be
deemed to include the Real Estate):
.0 Organization and Qualification.. Alltrista is a corporation duly
organized and validly existing under the laws of the State of Indiana and has
the corporate power and authority to enter into this Agreement, the Tin Plate
Purchase Agreement, the Technology License Agreement, the Escrow Trust
Agreement, the Sales Agent Agreement and the Purchase and Lease Agreement to be
entered into in connection herewith (the Tin Plate Purchase Agreement, the
Technology License Agreement, the Escrow Trust Agreement, the Sales Agent
Agreement and the Purchase and Lease Agreement collectively referred to as the
"Related Agreements"), to consummate the transactions contemplated hereby and
thereby, to own and lease the properties and other assets it presently owns or
leases and to carry on its business as presently conducted. Alltrista is duly
licensed or qualified to do business as a foreign corporation, and is in good
standing, in every jurisdiction in which it is required to be so licensed or
qualified.
.1 Authority. Alltrista has full power, capacity and authority (corporate
or otherwise) to execute and deliver this Agreement and the Related Agreements,
and to consummate the transactions contemplated hereby and thereby. The
execution and delivery of this Agreement and the Related Agreements, and the
consummation of the transactions contemplated hereby and thereby, have been duly
and validly authorized by Alltrista, and no other proceedings (corporate or
otherwise) on the part of Alltrista are necessary to authorize this Agreement or
the Related Agreements, or to consummate the transactions contemplated hereby
and thereby. This Agreement and the Related Agreements have been duly and
validly executed and delivered by Alltrista, and (assuming valid execution and
delivery by U.S. Can) constitute legal, valid and binding agreements of
Alltrista.
.2 Consents and Approvals. Except as set forth in Schedule 2.3 hereto,
there is no authorization, consent, order or approval of, or notice to or filing
with, any individual or entity required to be obtained or given in order for
Alltrista to execute and deliver this Agreement and the Related Agreements, to
consummate the transactions contemplated hereby and thereby and to fully perform
its obligations hereunder and thereunder.
.3 Absence of Conflicts. The execution, delivery and performance by
Alltrista of this Agreement and the Related Agreements, and the consummation by
Alltrista of the transactions contemplated hereby and thereby, will not, with or
without the giving of notice or lapse of time or both, (i) violate any provision
of law, statute, rule or regulation to which Alltrista is subject, (ii) violate
any order, judgment or decree applicable to Alltrista or any of the Assets,
(iii) conflict with or result in a breach or default under any term or condition
of the Articles of Incorporation or By-Laws of Alltrista, or any agreement or
other instrument to which Alltrista is a party or by which it is bound, or to
which any of the Assets are subject, (iv) result in the creation or imposition
of any lien, pledge, claim, security interest or encumbrance of any nature
whatsoever on the Assets, or (v) cause, or to Alltrista's knowledge give any
person grounds to cause, the maturity of any Assumed Liability to be
accelerated, or increase any Assumed Liability.
.4 Financial Statements. Alltrista has previously delivered to U.S. Can
copies of certain AMS financial data, which is attached hereto as Exhibit 2.5
(collectively, the "Financial Data"). The Financial Data (i) has been prepared
in conformity with generally accepted accounting principles applied on a
consistent basis, is correct and complete in all material respects and is in
accordance with the books and records of Alltrista, and (ii) presents fairly the
financial condition of AMS and the related results of operations as at the dates
and for the periods shown.
.5 Absence of Undisclosed Liabilities. Except as and to the extent
reflected in the Financial Data or as set forth in Schedule 2.6 hereto, (a)
Alltrista (solely with respect to AMS) does not have any liabilities or
obligations, whether accrued, absolute or contingent or whether due or to become
due (including, without limitation, obligations as guarantor), and (b) Alltrista
does not know of any fact, event or occurrence which may give rise to any
liability or obligation, absolute or contingent, of Alltrista (solely with
respect to AMS) or relating to the Assets or the Assumed Liabilities.
.6 Absence of Certain Changes or Events. Except for the transactions
contemplated hereby and as set forth in Schedule 2.7 hereto, since January 31,
1996, there has not been (a) any damage, destruction or casualty loss to the
Assets (not fully repaired or replaced); (b) any material adverse change in the
business, assets, properties, operations, prospects or financial condition of
AMS, or, to Alltrista's knowledge, any fact or condition which could cause such
a change; (c) any increase in the rate or terms of compensation payable or to
become payable by Alltrista to the Transferred Employees, or any increase in the
rate or change in the terms of any employment agreement or compensatory
arrangement, or any bonus, pension, insurance or other employee benefit plan, or
any payment or benefit made to or for any such Transferred Employee, other than
in the ordinary course of business consistent with past practices; (d) any sale,
transfer or other disposition of any asset of Alltrista (relating to AMS) to any
party, which was outside the ordinary course of business consistent with past
practices; (e) any termination or waiver of any rights of value to Metal
Services Business; or (f) any agreement, whether in writing or otherwise, to
take any action described in this Section 2.7.
.7 Real and Personal Property; Title. Schedule 2.8(a) hereto correctly
identifies (i) each lease or rental of real property held or paid by Alltrista
(with respect to AMS); and (ii) each parcel of real property, and each interest
(other than such leases or rentals) in real property, used in the conduct of the
Metal Services Business. Except as set forth in Schedule 2.8(b) hereto, (a) any
structures located on the Real Estate described in Schedule 2.8(a) (the
"Improvements") and the use thereof conform in all material respects with all
applicable ordinances, requirements, regulations, zoning laws, restrictive
covenants, conditions or restrictions and do not encroach on property of others,
and are not encroached upon by structures of others; and (b) no claims, charges
or notice of violations have been filed, served, made, or to Alltrista's
knowledge threatened, orally or in writing, against or relating to the Real
Estate, the Improvements or any of the operations conducted at any such property
(currently or, if not fully corrected or otherwise remedied, in the past) as a
result of (i) any violation or alleged violation of any applicable ordinance,
requirement, regulation, zoning law, restrictive covenant, condition or
restriction, or (ii) as a result of any encroachment on the property of others.
Except as and to the extent described in Schedule 2.8(c) hereto,
Alltrista has good and marketable title to, and is in possession of or has
control over, all of the Assets, free and clear of all liabilities, mortgages,
pledges, liens, security interests, claims, judgments, exceptions, charges,
encumbrances and other obligations of every kind and nature. Except as described
in Schedule 2.8(c), none of the Assets is held under any lease or conditional
sales contract. Except as set forth on Schedule 2.8(d), all of the machinery and
equipment included in the Assets and necessary to operate the Metal Services
Business at current production levels is in good working order or condition,
ordinary wear and tear excepted.
.8 Patents, Trademarks, Etc. Schedule 2.9(a) hereto contains an
accurate and complete description of all domestic and foreign patents,
trademarks, service marks, trademark registrations, logos, trade names, assumed
names, copyrights and copyright registrations and all applications therefor,
presently owned or held by Alltrista or under which Alltrista owns or holds any
license, or in which Alltrista owns or holds any direct or indirect interest and
which relate to the Metal Services Business; and to Alltrista's knowledge no
other intellectual property rights are necessary for the conduct of the Metal
Services Business. No products manufactured, distributed or sold by AMS, nor any
patents, trade secrets, trademarks, service marks, trademark registrations,
logos, trade names, copyrights or copyright registrations used in the Metal
Services Business, infringe upon any patents, trademarks, copyrights or any
other intellectual property rights of any individual or entity. Except as set
forth in Schedule 2.9(b), Alltrista has the sole and exclusive right to use, has
the right and power to sell, and has taken all reasonable measures to maintain
and protect the patents, trademarks, trademark registrations, service marks,
logos, trade names, assumed names, copyrights and copyright registrations listed
on Schedule 2.9(a); no claims have been asserted by any individual or entity
with respect thereto or challenging or questioning the validity or effectiveness
of any license or agreement with respect thereto, and, to Alltrista's knowledge,
there is no valid basis for any such claim. Except as set forth in Schedule
2.9(b), upon consummation of the transactions contemplated hereby, U.S. Can will
acquire sole and exclusive right, title and interest in and to each item
described in Schedule 2.9(a) included in the Assets.
.9 Insurance. Alltrista keeps the Metal Services Business insured
against loss or damage on usual and customary terms (including but not limited
to coverage amounts) for businesses of the type Alltrista is engaged in.
Attached to Schedule 2.10 hereto are certificates of insurance for certain
insurance maintained by Alltrista with respect to the Metal Services Business,
including but not limited to workers' compensation, product liability and
comprehensive general liability insurance.
.10 Contracts and Commitments. Except for open purchase orders and sales
orders, and contracts requiring payment(s) of less than $5,000 (individually)
and $100,000 (in the aggregate) per year, entered into in the ordinary course
business consistent with past practices, and except as set forth in Schedule
2.11 or any other Schedule hereto, neither Alltrista nor AMS is a party to any
agreement, contract, guaranty, commitment, restriction or instrument of any kind
relating to the Assets, the Assumed Liabilities or the Metal Services Business
(collectively referred to hereinafter as "Contracts"). Unless indicated on
Schedule 2.11, true and complete copies of all Contracts underlying Assumed
Liabilities have been delivered to U.S. Can. True and complete copies of all
other Contracts listed on Schedule 2.11 or any other Schedule hereto not within
U.S. Can's possession will, within 30 days of Closing, be delivered to U.S. Can.
All assumed Contracts are valid and binding obligations of Alltrista,
enforceable in accordance with their respective terms, and are in full force and
effect; and Alltrista is in compliance therewith. None of the assumed Contracts
is unduly burdensome on the Metal Services Business or the Assets and none have
or will have a material adverse effect on the Assets or the Metal Services
Business. There is no default, event of default or to Alltrista's knowledge
fact, event or occurrence which (with the giving of notice, passage of time or
both) would give rise to a default or event of default under any of the assumed
Contracts. Also set forth in Schedule 2.11 is a true and complete reproduction
of all written warranties in effect with respect to any products or services
sold, distributed, offered, or licensed by or on behalf of Alltrista in the
Metal Services Business.
.11 Litigation and Administrative Proceedings. Except as set forth in
Schedule 2.12 hereto, there is no claim, action, suit, proceeding or
investigation pending in any court or before any governmental or regulatory
authority or to Alltrista's knowledge threatened against Alltrista (with respect
to the Metal Services Business) or affecting AMS's business or the Assets, or
which seeks to enjoin or obtain damages in respect of the transactions
contemplated hereby or by the Related Agreements. Alltrista does not know of any
basis for any such claim, action, suit, proceeding or investigation. No claim,
action, suit, proceeding or investigation set forth in Schedule 2.12 could, if
adversely decided, have a material adverse effect on the Metal Services Business
or the Assets.
.12 Tax Matters.
.0 Definition. For purposes of this Agreement, "Tax" or "Taxes"
means any net income, foreign income, alternative or minimum tax, withholding,
payroll or employment tax, use, excise, sales, real estate, franchise, personal
property or other taxes or fees, penalties, and interest pertaining to the
Assets or AMS' Metal Services Business.
.1 Tax Returns. All Tax returns, reports and declarations of
every kind and nature (collectively, the "Returns") required to be filed by or
on behalf of Alltrista (and relating to AMS) on or before the Closing Date have
been or will be timely filed and such Returns are complete and accurate and
disclose all Taxes (and other charges) required to be paid for the periods
covered thereby.
.2 All Taxes Paid. All Taxes (and other charges) shown on
such Returns or otherwise required to be paid, and any deficiency assessments,
penalties, interest or other charges with respect thereto, have been paid, and
there is otherwise no current liability for any unpaid Taxes (or other charges)
due in connection with such Returns or otherwise. There are no Tax liens (other
than for Taxes not yet due) on any of the Assets and, to Alltrista's knowledge,
no basis exists for the imposition of any such liens.
.3 Withholding. Alltrista (to the extent relating to AMS)
has withheld from its employees and others (and has or will timely remit to the
appropriate taxing authorities) proper and accurate amounts for all periods
prior to the Closing Date in compliance with all Tax withholding provisions of
applicable federal, state, foreign, local or other laws (including, without
limitation, income, withholding, social security, employment and other payroll
taxes).
.4 Asset Attributes. None of the Assets (i) is tax-exempt
use property within the meaning of Section 168(h) of the Code, (ii) directly or
indirectly secures any debt the interest on which is tax-exempt under Section
103(a) of the Code, or (iii) is required to be treated as property owned by
another under any provision of the Code. AMS has no foreign assets or
operations.
.13 Compliance with Laws. Except as otherwise disclosed in Schedule 2.14,
Alltrista is in compliance in all respects with, in respect of AMS's operations,
real property, machinery, equipment, all other property, practices and all other
aspects of the Metal Services Business, any applicable law (whether statutory or
otherwise), rule, regulation, order, ordinance, judgment or decree of any
governmental authority (federal, state, local or otherwise) (collectively,
"Laws"). Except as set forth on Schedule 2.14, to Alltrista's knowledge, there
are no past violations of any Laws, in respect of AMS's operations, real
property, machinery, equipment, all other property, practices and all other
aspects of the Metal Services Business, which have not been fully corrected or
otherwise remedied. Except as set forth on Schedule 2.14, neither Alltrista nor
AMS has received any notification of any failure or alleged failure to comply
with any such Laws.
.14 Environmental Matters.
( ) Except as otherwise disclosed in Schedule 2.15 hereto, (i)
Alltrista and AMS have obtained all Environmental Permits (as defined herein)
that are required with respect to the Metal Services Business, AMS's operations
and properties of Alltrista (with respect to AMS); (ii) Alltrista (with respect
to AMS) and AMS are in compliance with all Environmental Laws (as defined
herein) and the terms and conditions of all Environmental Permits, and there are
no known uncured violations by Alltrista (with respect to AMS) or AMS of
Environmental Laws or Environmental Permits; and (iii) neither Alltrista (with
respect to AMS) nor AMS has received any notice from a governmental authority or
third party concerning any present or uncured violation or alleged violation of,
or liability or potential liability arising under, any Environmental Law or
Environmental Permit.
(a) Except as set forth in Schedule 2.15, to Alltrista's knowledge,
there have been no releases of Hazardous Materials on or to the Real Estate or
the soil or groundwater at or beneath the Real Estate, and there is no condition
or any set of facts or circumstances that could give rise to an Environmental
Claim (as defined herein).
(b) For purposes of this Agreement, the following terms shall have
the respective meanings set forth herein:
"Environmental Permit" shall mean any permit, license, approval or other
authorization with respect to the Metal Services Business or the operation
thereof under any applicable Environmental Law (as defined herein), including
but not limited to laws, regulations or other requirements relating to
emissions, discharges or releases of Hazardous Materials (as defined herein)
into ambient air, surface water, groundwater, or land, or otherwise arising from
the manufacture, processing, distribution, use, treatment, storage, disposal,
transport, or handling of Hazardous Materials by Alltrista (with respect to AMS)
or AMS, or the employees, representatives, contractors or actual agents of
either of them. "Environmental Claim" shall mean any action, lawsuit, claim or
proceeding relating to the Metal Services Businesses or the operation thereof
which seeks to impose liability for (i) violation of any Environmental Law, (ii)
release of any Hazardous Materials, (iii) noise, (iv) pollution or contamination
of the air, surface water, groundwater or land; (v) solid, gaseous or liquid
waste generation, handling, treatment, storage, disposal or transportation; (vi)
exposure to hazardous or toxic substances; or (vii) the manufacture, processing,
distribution in commerce, use (by Alltrista (with respect to AMS) or AMS, or the
employees, representatives, contractors or actual agents of either of them), or
storage (by Alltrista (with respect to AMS) or AMS, or the employees,
representatives, contractors or actual agents of either of them) of chemical
substances. An "Environmental Claim" includes, but is not limited to, a
proceeding to issue, modify or terminate a permit or license, or to adopt or
amend a law or regulation to the extent that such a proceeding attempts to
redress violations of the applicable permit, license, law or regulation which
occurred on or prior to the Effective Time as alleged by any federal, state or
local executive, legislative, judicial, regulatory or administrative agency,
board or authority.
"Hazardous Materials" shall mean the following: (i) all "hazardous
substances," as such term is defined in the Comprehensive Environmental
Response, Compensation and Liability Act of 1980, 42 U.S.C.A. Sec. 9601(14);
(ii) all "hazardous wastes," as such term is defined in the Resource
Conservation and Recovery Act, 42 U.S.C.A. Sec. 6903(5); (iii) all materials
that are classified as hazardous or toxic under any Environmental Law, as
defined below; (iv) petroleum products, including but not limited to gasoline,
diesel fuel, fuel oil, crude oil and motor oil, and the constituents of those
products; or (v) medical wastes. "Environmental Laws" shall mean, without
limitation, the following: the Comprehensive Environmental Response,
Compensation and Liability Act (42 U.S.C.A. Sec. 9601 et seq.); the Resource
Conservation and Recovery Act (42 U.S.C.A. Sec. 6901 et seq.); the Clean Water
Act (33 U.S.C.A. Sec. 1251 et seq.); the Clean Air Act (42 U.S.C.A. Sec. 7401 et
seq.); the Toxic Substance Control Act (15 U.S.C.A. Sec. 2601 et seq.); the
Occupational Safety and Health Act ( 29 U.S.C. 651 et seq.); and all other
federal, state or local statutes or ordinances pertaining to protection of the
environment, health or safety, and all amendments made to, and regulations
promulgated under, the foregoing laws. .15 Employee Benefits. .0 Plans. Attached
hereto as Schedule 2.16 is a list of all employee benefit plans relating to
employee benefits provided to any Transferred Employee by Alltrista including,
without limitation, all plans, agreements or arrangements relating to deferred
compensation, pensions, profit sharing, retirement income or other benefits,
stock purchase, stock ownership and stock option plans, stock appreciation
rights, bonuses, severance arrangements, health and welfare benefits, insurance
benefits and all other employee benefits or fringe benefits (collectively
referred to as the "Plans"). Except as required by the terms of the Collective
Bargaining Agreements, Alltrista (with respect to AMS) does not, nor has it
ever, contributed to any multi-employer plan within the meaning of Section
4001(a)(3) of the Employee Retirement Income Security Act of 1974, as amended
("ERISA"), nor is Alltrista (with respect to AMS) affiliated with any entity
such that Alltrista has, or might have in the future, any multi-employer plan
withdrawal liability under Subtitle E of Part IV of ERISA.
.1 No Liens Arising Under ERISA. No event (including without
limitation any failure or refusal to make a required Plan contribution or other
payment required under ERISA) has occurred which would give rise to any lien
against the Assets as a result of the operation of ERISA, including without
limitation Section 302(f) and 4068 thereof.
.16 Licenses and Permits. Alltrista has all governmental licenses and
permits and other governmental authorizations and approvals required for the
conduct of the Metal Services Business as presently conducted (collectively,
"Permits"). 2.18 Employment Agreements. Employment Agreements. Schedule 2.18
hereto is a list and summary description of all oral or written agreements
(other than Plans and the Collective Bargaining Agreements) with any employee or
independent contractor performing services for AMS or with respect to the
Assets. There have been no claims of default, and there are no facts or
conditions which if continued (or on notice) would result in a default, under
these agreements.
.17 Discrimination; Occupational Safety; Labor. Except as disclosed on
Schedule 2.19 or any other Schedule hereto, no individual or entity, including
but not limited to any governmental agency, has any claim or cause of action
pending and to Alltrista's knowledge there is no basis for any claim or cause of
action against Alltrista (with respect to AMS) or AMS based upon any law,
regulation or rule relating to discrimination in employment or employment
practices or occupational safety and health standards (including, without
limitation, The Fair Labor Standards Act, as amended, Title VII of the Civil
Rights Act of 1964, as amended, 42 U.S.C. 1981 or the Age Discrimination in
Employment Act of 1967, as amended). There is no pending or to Alltrista's
knowledge threatened federal or state equal employment opportunity enforcement
action or labor dispute, strike or work stoppage affecting the Metal Services
Business. Other than the Collective Bargaining Agreements, Alltrista has no
collective bargaining or similar agreements, nor does Alltrista have any
obligation to bargain with any labor organization as the representative of AMS's
employees.
.18 Brokers and Finders. Neither Alltrista nor any of its officers,
directors, employees, affiliates, associates or family members has employed any
broker, finder or investment banker, or incurred any liability for any brokerage
fees, commissions or finders' fees in connection with this Agreement or the
transactions contemplated hereby.
.19 Necessary Assets. The Assets constitute all of the assets of the
nature included within the Assets necessary for the conduct of the Metal
Services Business in the manner and to the extent presently conducted or
conducted with respect to any substantial part of the Metal Services Business
during the 12-month period prior to the Closing Date. There exists no condition,
restriction or reservation affecting the title to the Assets or Assumed
Liabilities which would prevent U.S. Can from occupying or utilizing the Assets
or Assumed Liabilities, or any part thereof, to the same extent that Alltrista
might continue to do if the purchase and sale contemplated hereby did not occur.
.20 Books and Records. The books and records of Alltrista (with respect
to AMS) and AMS have been maintained in accordance with good business and
bookkeeping practices, consistent with past practices, and accurately reflect in
all material respects the business, assets, properties, rights, obligations,
liabilities and operations of AMS.
.21 Government Contracts. Neither Alltrista nor AMS is a party to any
contract relating to AMS, its business or any of the Assets with any "Government
Contract Party." For purposes of this Section 2.23, the term "Government
Contract Party" means any independent or executive agency, division,
subdivision, audit group or procuring office of the federal government,
including any prime contractor of the federal government and any higher level
subcontractor of a prime contractor of the federal government, and including any
employees or agents thereof, in each case acting in such capacity.
.22 Full Disclosure. Alltrista has disclosed in writing in, or pursuant
to, this Agreement all facts material to the Metal Services Business, the Assets
and the Assumed Liabilities. No representation or warranty made by Alltrista in
this Agreement, and no statement contained in the Schedules hereto or any of the
Related Agreements, contains any untrue statement of a material fact or omits to
state a material fact necessary in order to make the statements herein or
therein not misleading.
.23 Effect of Certificates. All certificates of Alltrista or its officers
delivered pursuant hereto shall be deemed to be additional representations and
warranties of Alltrista under this Article II.
II REPRESENTATIONS AND WARRANTIES OF U.S. CAN
As of the date hereof, U.S. Can represents and warrants to Alltrista as follows:
.0 Organization and Qualification. U.S. Can is a corporation duly
organized, validly existing and in good standing under the laws of the State of
Delaware and has the corporate power and authority to enter into this Agreement
and the Related Agreements, and to consummate the transactions contemplated
hereby and thereby.
.1 Authority. U.S. Can has full power, capacity and authority to
execute and deliver this Agreement and the Related Agreements, and to consummate
the transactions contemplated hereby and thereby. The execution and delivery of
this Agreement and the Related Agreements, and the consummation of the
transactions contemplated hereby and thereby, have been duly and validly
authorized by U.S. Can, and no other corporate proceedings on the part of U.S.
Can are necessary to authorize this Agreement or the Related Agreements, or to
consummate the transactions contemplated hereby and thereby. This Agreement and
the Related Agreements have been duly and validly executed and delivered by U.S.
Can and (assuming the valid execution and delivery of the Agreement and the
Related Agreements by Alltrista) constitute legal, valid and binding agreements
of U.S. Can.
.2 Consents and Approvals. There is no authorization, consent, order or
approval of, or notice to or filing with, any individual or entity required to
be obtained, given or made in order for U.S. Can to consummate the transactions
contemplated hereby and fully perform its obligations hereunder, except for any
authorization, consent, order, approval or filing previously obtained, given or
made.
.3 Absence of Conflicts. The execution, delivery and performance by U.S.
Can of this Agreement and the Related Agreements, and the consummation by U.S.
Can of the transactions contemplated hereby and thereby will not, with or
without the giving of notice or the lapse of time, or both, (i) violate any
provision of law, statute, rule or regulation to which U.S. Can is subject, (ii)
violate any order, judgment or decree applicable to U.S. Can, or (iii) conflict
with, or result in a breach or default under, any term or condition of the
Certificate of Incorporation or By-Laws of U.S. Can or any agreement or other
instrument to which U.S. Can is a party or by which U.S. Can is bound.
.4 Litigation and Administrative Proceedings. There is no claim, action,
suit, proceeding or investigation in any court or before any governmental or
regulatory authority pending or overtly, threatened against or affecting U.S.
Can which seeks to enjoin or obtain damages in respect of the transactions
contemplated hereby or by the Related Agreements. There is no known basis for
any such claim, action, suit, proceeding or investigation.
.5 Brokers and Finders. Neither U.S. Can nor any of its officers,
directors, employees, affiliates or associates has employed any broker, finder
or investment banker, or incurred any liability for any brokerage fees,
commissions or finders' fees in connection with this Agreement or the
transactions contemplated by this Agreement.
.6 Effect of Certificates. All certificates of U.S. Can or its officers
delivered pursuant hereto shall be deemed to be additional representations and
warranties of U.S. Can under this Article III.
III COVENANTS OF ALLTRISTA
Alltrista covenants to U.S. Can as follows:
.0 Consents and Approvals. Alltrista agrees to use all reasonable
efforts to make all registrations, filings and applications, and give all
notices and obtain all governmental or other consents, approvals, orders,
qualifications and waivers necessary for the consummation of the transactions
contemplated by, or the performance by Alltrista of its obligations under, this
Agreement and the Related Agreements, or which U.S. Can may otherwise reasonably
request.
.1 Non-Competition. For a period of five (5) years from and after the
Closing Date, Alltrista shall not directly or indirectly (through any division,
subsidiary, joint venture or otherwise) engage in, or have any interest in
(excluding only passive investment interests of less than five percent (5%) in
corporations that report under the Securities Exchange Act of 1934, as amended)
a company or business engaged in, the tin plate cutting, tin plate decorating
and/or tin mill products service center businesses; provided, however, that
Alltrista shall not be prohibited from engaging in activities after the Closing
relating to the sale of any Seller Pre-Closing Inventory (as defined in the
Sales Agent Agreement) or coating or decorating tin plate in its businesses
(other than Metal Services Business) as presently conducted or as specifically
permitted by the Tin Plate Purchase Agreement.
.2 Tax Matters. Except as otherwise provided in Section 5.3 hereof,
Alltrista will timely pay or satisfy all Taxes that may be due as a result of
the conduct of the Metal Services Business until the Effective Time, or the sale
of the Assets hereunder.
.3 Post-Closing Access to Information. For a period of seven years
after the Closing (or such shorter period as is consistent with customary record
retention policies), Alltrista shall not dispose of any books, records,
documents or information in its possession or control relating in whole or part
to the Metal Services Business, the Assets or the Assumed Liabilities without
first giving notice to U.S. Can and permitting U.S. Can to copy those portions
of such books and records which U.S. Can may select, which selection must be
made within a reasonable time, excluding any confidential information regarding
Alltrista's businesses, other than the Metal Services Business. During such
seven-year period, Alltrista shall permit U.S. Can, upon reasonable notice and
during Alltrista's business hours, to examine and make copies of, at U.S. Can's
expense, such books, records, documents or information for any reasonable
purpose, including but not limited to any litigation commenced against U.S. Can
or any affiliate of U.S. Can, the preparation of income or other Tax returns and
any administrative or regulatory proceeding or action.
.4 Discontinuation of Use. Upon Closing, Alltrista will discontinue use
of the name "Alltrista Metal Services" or any confusingly similar name in the
Metal Services Business, except for purposes of collecting Alltrista's unpaid
AMS accounts receivable, the sale of inventory pursuant to the Sales Agent
Agreement and winding up AMS's business.
.5 Further Assurances. After the Closing, Alltrista will execute and
deliver all additional or different documents and take such actions as U.S. Can
shall reasonably request in order to more fully consummate the transactions
contemplated hereby or by the Related Agreements. Alltrista shall use all
reasonable efforts to fulfill or obtain the fulfillment of the conditions of
U.S. Can's obligations hereunder.
.6 Employee Benefits. Alltrista will provide any employee benefit
obligations which have accrued for Transferred Employees prior to the Effective
Time under employee pension or welfare benefit plans it sponsors ("Alltrista
Plans") and shall hold U.S. Can harmless from any claims for benefits made under
Alltrista Plans by Transferred Employees. All accrued benefits of Transferred
Employees under any qualified retirement plan of Alltrista will become
nonforfeitable (100% vested) as of the Closing Date. Any employees whose
employment with Alltrista is terminated prior to the Closing Date shall have
their rights to any employee benefits under Alltrista Plans determined
exclusively with respect to those plans. Accrued and unused vacation pay of the
Transferred Employees as of the Effective Time has been reflected as a credit to
the Purchase Price and the vacation reserve amount computed by Alltrista is an
Assumed Liability under Section 1.5. To the extent that the vacation reserve is
insufficient to satisfy the actual accrued and unused vacation pay of the
Transferred Employees as of the Effective Time, Alltrista will indemnify U.S.
Can against 100% of the amount by which the vacation reserve is deficient.
.7 Consents. Alltrista will use all reasonable efforts to obtain the
express written consent of all third parties necessary to assign any Contracts
included in the Assumed Liabilities, including but not limited to licensees of
its "Micro Sphere Sheet Waxer" technology, within 30 days of Closing to the
assignment by Alltrista and assumption by U.S. Can of all such Contracts. If any
third party withholds consent or Alltrista receives any royalties or payments on
account of such Contracts after the Closing Date, Alltrista will hold all such
amounts in trust for U.S. Can and promptly pay the same to U.S. Can. Alltrista
will indemnify and hold U.S. Can harmless from and against any loss suffered by
U.S. Can as a result of Alltrista's failure to obtain any necessary consent to
the assignment of such Contracts.
IV COVENANTS OF U.S. CAN
U.S. Can covenants to Alltrista as follows:
.0 Consents and Approvals. U.S. Can agrees to use all reasonable
efforts to make all registrations, filings and applications, and give all
notices and obtain all governmental or other consents, approvals, orders,
qualifications and waivers necessary for the consummation of the transactions
contemplated by, or the performance by U.S. Can of its obligations under, this
Agreement or the Related Agreements, or which Alltrista may otherwise reasonably
request.
.1 Retention of Records. For a period of seven years after the Closing
(or such shorter period as is consistent with customary record retention
policies), U.S. Can shall not dispose of any books, records, documents or
information in its possession or control relating in whole or part to the Metal
Services Business, the Assets or the Assumed Liabilities without first giving
notice to Alltrista and permitting Alltrista to copy those portions of such
books and records which Alltrista may select, which selection must be made
within a reasonable time, excluding any confidential information regarding U.S.
Can's businesses, other than the Metal Services Business. During such seven-year
period, U.S. Can shall permit Alltrista, upon reasonable notice and during U.S.
Can's business hours, to examine and make copies of, at Alltrista's expense,
such books, records, documents or information for any reasonable purpose,
including but not limited to any litigation commenced against Alltrista or any
affiliate of Alltrista, the preparation of income or other Tax returns and any
administrative or regulatory proceeding or action.
.2 Transfer Costs. The first $70,000.00 of transfer taxes, survey
costs, title fees and escrow fees associated with the purchase and sale of Real
Estate under and pursuant to the Escrow Agreement shall be borne and paid by
U.S. Can; the remainder shall be paid by Alltrista. All other sales or use taxes
on the transfer of Assets and recording or filing fees necessary to transfer
title to any of the Assets shall be borne and paid by U.S. Can.
.3 Employee Matters.
.0 Union Pension Plan. U.S. Can shall comply with the terms of
the Collective Bargaining Agreements by establishing a defined benefit pension
plan which contains all of the material terms and provides the level of benefits
called for in the applicable Collective Bargaining Agreements for Transferred
Employees who are covered by those agreements unless the parties thereto
mutually agree otherwise. U.S. Can may satisfy its obligation under the
preceding sentence through the appropriate modifications to any defined benefit
pension plan which it already maintains. U.S. Can shall credit such Transferred
Employees under its defined benefit plan with the amount of "Benefit Service"
and "Vesting Service," as defined in the Alltrista Corporation Consolidated
Hourly Pension Plan (the "Alltrista Plan"), that such Transferred Employees were
credited with under the Alltrista Plan as of the Effective Time. In determining
the amount of pension and/or ancillary benefits to be provided under its defined
benefit plan for such Transferred Employees, U.S. Can shall be allowed to offset
such amount by the amount of any such benefits to be provided the Transferred
Employees under the Alltrista Plan, determined as of the Effective Time. U.S.
Can will provide the necessary level of benefits to Transferred Employees under
its defined benefit plan such that the total pension and/or ancillary benefits
Transferred Employees will receive will be equivalent to the benefits such
Transferred Employees would have received under the Alltrista Plan had the
Closing not occurred.
.1 Salaried Pension Plan. U.S. Can shall provide a
qualified retirement plan with a cash or deferred feature that complies with
Code Section 401(k) for the benefit of all Transferred Employees who are
salaried employees or who are not subject to a Collective Bargaining Agreement.
Such Transferred Employees shall participate as of their date of hire by U.S.
Can.
.2 Employee Welfare Benefits. U.S. Can will provide Transferred
Employees who are represented under a Collective Bargaining Agreement the
non-pension (i.e., welfare) benefits called for under the terms of the
applicable Collective Bargaining Agreement. U.S. Can will provide Transferred
Employees who are not represented under a Collective Bargaining Agreement a
package of employee welfare benefits substantially similar to those currently
being provided to non-bargaining unit employees of U.S. Can with comparable
levels of work responsibilities as those such Transferred Employees will perform
at U.S. Can. In particular, U.S. Can will provide Transferred Employees who are
not represented under a Collective Bargaining Agreement with the following
vacation benefits: (1) any vacation benefits accrued and unused and reflected in
the vacation reserve assumed by U.S. Can; and (2) vacation benefits for the
remainder of 1996 and future years determined under the applicable U.S. Can
vacation pay policy, as in effect from time to time, and taking into account
each such Transferred Employee's service with U.S. Can; provided, however, that
the vacation benefits for the remainder of 1996 and each year thereafter of any
such Transferred Employee under the applicable U.S. Can vacation policy shall
not be less than the vacation benefits such Transferred Employee was entitled to
receive as of January 1, 1996 for the year 1996 under the applicable Alltrista
vacation policy in effect as of such date (after taking into account, for the
year 1996 only, any vacation benefits received by such employee from January 1,
1996 to the Effective Time).
.3 Compensation. U.S. Can shall abide by the terms of the
applicable Collective Bargaining Agreements concerning the compensation of
Transferred Employees who are represented thereunder. U.S. Can will provide each
Transferred Employee who is not covered by a Collective Bargaining Agreement
with a package of initial compensation substantially similar to the compensation
provided to such Transferred Employee by Alltrista pre-Closing assuming
comparable work responsibilities; provided, however, that U.S. Can is not hereby
assuming any obligation to maintain such level of compensation. Accrued and
unused vacation pay of the Transferred Employees as of the Effective Time has
been reflected as a credit to the Purchase Price. Any accrued but unused
vacation days of any Transferred Employee covered by the Collective Bargaining
Agreements and included in the vacation reserve as of the Effective Time shall
transfer with the affected employees and shall be available to them as employees
of U.S. Can. U.S. Can shall hold Alltrista harmless from any claims made by
Transferred Employees for accrued and unused vacation benefits as of the
Effective Time included in the vacation reserve.
.4 WARN Act. U.S. Can shall fully comply with any obligations imposed
by the Worker Adjustment and Retraining Notification Act ("WARN") as a result of
any "mass lay-offs" or any plant closing if it results in 50 or more employees
suffering an "employment loss" at the site during any 30-day period after the
Effective Time, if and to the extent required by law or regulation.
.5 Employees on Disability. U.S. Can shall hire all Transferred
Employees who are on short-term disability under the relevant plans of Alltrista
as of the Effective Time, provided any such individuals report to work at U.S.
Can, with a full medical release to perform all of their job responsibilities,
within six (6) months of the date their short-term disability commenced. Any
Transferred Employee on long-term disability under any such plan of Alltrista as
of the Effective Time shall not be hired by U.S. Can and shall remain the
responsibility of Alltrista. Alltrista shall provide long-term disability
benefits to any individual on short-term disability as of the Effective Time who
does not return to work with the required release within six (6) months of the
date their short-term disability commenced.
.6 Employment Intent. U.S. Can shall offer employment to all
Transferred Employees other than the employees of the Plastisol Business or as
set forth on Schedule 5.4.7 consistent with the terms and conditions set forth
in this Agreement; provided, however, that U.S. Can shall not as a result be
making any assurances or promises of any kind to any Transferred Employees of
employment for any fixed period of time.
.7 Rollovers. U.S. Can will permit the Transferred Employees to
roll over any distributions which they receive from a tax-qualified retirement
plan sponsored by Alltrista to a tax-qualified retirement plan sponsored by U.S.
Can, provided that (1) such distributions are "eligible rollover distributions"
within the meaning of Section 402(c)(4) of the Code; (2) Alltrista provides U.S.
Can with a copy of a favorable determination letter issued by the Internal
Revenue Service with respect to the plan making such distribution, which letter
covers all amendments to such plan other than amendments which do not impact
such plan's tax qualification; and (3) Alltrista represents in writing to U.S.
Can that such plan is tax-qualified as to its operation as well as to its form.
For purposes of Article VIII of this Agreement regarding indemnification, any
representations made by Alltrista pursuant to clause (3) of the preceding
sentence shall be treated as if they were made in Article II of this Agreement.
.8 Severance. U.S. Can will pay one week's severance for each full
year worked, but not more than 26 years' service, to each Transferred Employee
not covered by a Collective Bargaining Agreement and, in making such
calculation, will give credit for years of service with Alltrista, as well as
any predecessor companies for which Alltrista provided such Transferred
Employees credit.
.4 Alltrista Name. U.S. Can shall not use the name "Alltrista" or
"Alltrista Metal Services" for any purpose at any time unless under and pursuant
to the Sales Agent Agreement or this Agreement.
.5 Further Assurances. After the Closing, U.S. Can will execute and deliver
all additional or different documents and take such actions as Alltrista shall
reasonably request in order to more fully consummate the transactions
contemplated hereby or by the Related Agreements. U.S. Can shall use all
reasonable efforts to fulfill or obtain the fulfillment of the conditions of
Alltrista's obligations hereunder.
V MUTUAL COVENANTS
Each of the parties hereto covenants to the other party as follows:
.0 Confidentiality. Except as otherwise required by law or in
connection with judicial, administrative or arbitration proceedings, and except
for public announcements concerning the transactions contemplated hereby on the
advice of counsel, each of the parties agrees not to (i) disclose any
confidential or proprietary information of the other party, or the terms of this
Agreement (collectively, the "Confidential Information"), to any individual or
entity (other than its directors, officers, employees, agents and
representatives with a need to know such Confidential Information) or (ii) use
any Confidential Information of the other party for any purpose other than
consummating the transactions contemplated hereby and, with respect to U.S. Can,
conducting its business after the Closing.
.1 Tax Treatment.
.0 Tax Cooperation. Alltrista and U.S. Can will use all reasonable
efforts to cooperate with one another as appropriate for all relevant tax
purposes relating to the transactions contemplated by this Agreement, and report
consistently for tax purposes the transactions provided for in this Agreement,
and treat all subsequent related transactions or items, in a manner consistent
in all respects with the terms and provisions of this Agreement. Alltrista and
U.S. Can agree to furnish or cause to be furnished to each other, upon request,
as promptly as practicable, such information and assistance relating to the
Assets as is reasonably necessary for the filing of any Tax return, declaration
or report, the making of any election related to Taxes, the preparation for any
audit by any taxing authority, or the prosecution or defense of any claim, suit
or proceeding with respect to Taxes. Alltrista and U.S. Can shall cooperate
fully, as and to the extent reasonably requested by the other party, in the
conduct of any audit, litigation or other proceeding with respect to Taxes to
the extent relevant to the Assets; provided, however, that the party whose Taxes
are at issue shall pay the reasonable out-of-pocket expenses of the other party
in rendering such cooperation.
.1 Allocation of Taxes. All personal property taxes, real property
taxes, similar ad valorem obligations, and special assessments imposed with
respect to the Assets or Real Estate for a Tax period which includes (but does
not end on) the Closing Date shall be apportioned between Alltrista and U.S.
Can, with Alltrista bearing a portion of such Taxes based on the number of days
in the Tax period prior to the Closing Date and U.S. Can bearing a portion of
such Taxes based on the number of days in the Tax period on and after the
Closing Date.
.2 Payment of Taxes. Taxes described in Section 6.2.2 shall
initially be timely paid as provided by applicable law and the paying party
shall be entitled to reimbursement from the non-paying party in accordance with
Section 6.2.2. The paying party shall promptly notify the non-paying party of
the payment of such Tax and the non-paying party shall make such reimbursement
within ten (10) business days after it receives such notice. Any payment not
made within such time shall bear interest at the rate per annum determined, from
time to time, under the provisions of Section 6621(a)(2) of the Internal Revenue
Code for each day until paid.
.2 Health Care Coverage. U.S. Can agrees that all Transferred Employees
(other than collective bargaining unit employees covered by a health plan
pursuant to the Collective Bargaining Agreements) or any other AMS employee who
becomes employed by U.S. Can at the Effective Time, or thereafter, and their
eligible dependents, shall become covered under U.S. Can's health care plan
(providing medical and dental coverage), subject to the normal limitations in
such plan (except that there shall be no limitation on pre-existing conditions
to the extent such conditions are covered by Alltrista's health or dental
plan(s)), effective at the Effective Time or, if later, as of their date of hire
by U.S. Can. U.S. Can shall make "COBRA" health care continuation coverage under
Sections 601 et seq. of ERISA available to all Transferred Employees who become
employed by U.S. Can pursuant to the preceding sentence (other than collective
bargaining unit employees covered by a health plan pursuant to the Collective
Bargaining Agreements), and their eligible dependents, with respect to which
"qualifying events" (as defined in Section 603 of ERISA) occur after such
persons become covered under U.S. Can's health care plan. Except as provided in
the preceding sentence, U.S. Can shall have no obligation to make "COBRA" health
care continuation coverage available to any current or former employees of
Alltrista or AMS, or to their eligible dependents. At Closing or promptly
thereafter, Alltrista will deliver to U.S. Can a schedule of each Transferred
Employee, his/her dependents, social security numbers and any amounts applied
from January 1, 1996 to the Closing Date to satisfy the 1996 deductible under
the applicable Alltrista health care plan. Once U.S. Can has received this
information, and after a reasonable time to process such data, U.S. Can will
give credit to the Transferred Employees for their deductibles.
.3 Mutual Cooperation. Alltrista and U.S. Can agree to cooperate after the
Closing Date to the fullest extent reasonably necessary to consummate fully the
transactions contemplated hereby and by the Related Agreements, including but
not limited to (i) coordinate the compensation and employee benefits matters set
forth in this Agreement, (ii) account for transactions hereunder and under the
Related Agreements (including but not limited to the processing of the parties'
respective accounts receivable and payable) and (iii) administer and pay, as
appropriate, workers' compensation claims of Transferred Employees. For this
purpose, Alltrista will be provided access to the plants included in the Metal
Services Business during U.S. Can's normal business hours and at reasonable
intervals.
.4 The parties intend that the combined benefits from the Alltrista
Corporation Consolidated Hourly Pension Plan and U.S. Can defined benefit
pension plan for such Transferred Employees will be equivalent to the benefits
such Transferred Employees would have received under the Alltrista Corporation
Consolidated Hourly Pension Plan had the Closing not occurred.
VI CLOSING DELIVERIES
The following deliveries shall be made at the Closing and are conditions
precedent to Closing:
.0 Legal Opinions.
.0 Legal Opinion of Alltrista. Alltrista shall deliver to U.S. Can the
written opinion of Bingham Summers Welsh & Spilman, counsel to Alltrista, in
substantially the form attached hereto as Exhibit 7.1.1, and in substance
satisfactory to U.S. Can and its counsel.
.1 Legal Opinion of U.S.Can. U.S. Can shall deliver to Alltrista the
written opinion of Ross & Hardies, counsel to U.S. Can, in substantially the
form attached hereto as Exhibit 7.1.2, and in substance satisfactory to
Alltrista and its counsel.
.1 Consents. Alltrista will deliver to U.S. Can all consents and approvals
required in connection with the performance by Alltrista and AMS of their
respective obligations under this Agreement and the Related Agreements, and the
consummation by Alltrista and AMS of the transactions contemplated hereby and
thereby.
.2 Purchase and Lease Agreement. Alltrista and U.S. Can shall have executed
and delivered to one another a Purchase and Lease Agreement, in substantially
the form attached hereto as Exhibit 7.3.
.3 Tin Plate Purchase Agreement. Alltrista and U.S. Can shall have
executed and delivered to one another a Tin Plate Purchase Agreement,
in substantially the form attached hereto as Exhibit 7.4.
.4 Sales Agent Agreement. Alltrista and U.S. Can shall have executed and
delivered to one another a Sales Agent Agreement, in substantially the form
attached hereto as Exhibit 7.5.
.5 Technology License. Alltrista and U.S. Can will execute and deliver a
Technology License Agreement, in substantially the form attached hereto as
Exhibit 7.6.
.6 Closing Certificates. Alltrista and U.S. Can shall each deliver,
or cause to be delivered, to the other party such certificates of their
respective officers as Alltrista or U.S. Can, as the case may be, deems
appropriate.
.7 Instruments of Transfer. Alltrista shall duly execute and deliver the
following bills of sale and other instruments of conveyance, evidencing the
transfer and assignment of the Assets and the Assumed Liabilities:
( ) Bills of sale for all tangible personal property included in
the Assets;
(a) Assignments of all certificates, permits, licenses, approvals or
authorizations issued by any governmental authority that are assignable;
(b) Assignments of all intangible property, including but not limited to
assignments of all patents included in the Assets in a form suitable for filing
with the U.S. Patent and Trademark Office;
(c) Assignments of all Contracts included in the Assets, all Collective
Bargaining Agreements or the Assumed Liabilities that are assignable with U.S.
Can assuming the same; and
(d) Such other instruments of conveyance, transfer and assignment as
may be reasonably required to vest in U.S. Can sole and exclusive right, title
and interest in and to the Assets.
.8 Good Standing Certificates. Alltrista shall cause to be delivered to
U.S. Can a Certificate of Existence from the Secretary of State of the State of
Indiana, and good standing certificates from the States of Illinois, Maryland
and Alabama. U.S. Can shall deliver to Alltrista a Delaware good standing
certificate.
.9 Title Commitments. Alltrista shall cause to be delivered to U.S. Can
commitments for ALTA Form B owner's title insurance policies with a creditors'
rights endorsement (to be delivered within 30 days of Closing), from the Chicago
Title Insurance Company and in the amounts allocated to the Real Estate in
Schedule 1.8 hereto and with exceptions reasonably acceptable to U.S.
Can, for each parcel of Real Estate.
.10 Resolutions. Alltrista and U.S. Can shall each deliver to the other
party certified resolutions of its respective directors approving and
authorizing the execution of this Agreement and the Related Agreements, and the
consummation of the transactions contemplated hereby and thereby.
.11 Further Assurances. Alltrista and U.S. Can shall each deliver, or
cause to be delivered, all other documents required to be delivered by the other
party at the Closing and shall take all other actions which are reasonably
necessary or, in Alltrista's or U.S. Can's opinion, as the case may be,
appropriate in order to consummate fully the transactions contemplated hereby.
.12 Lien Searches. Alltrista will deliver UCC, tax and judgment lien search
results, in form and substance reasonably satisfactory to U.S. Can.
.13 Real Estate Deeds, Escrow. Alltrista shall deliver to U.S. Can UCC-3
termination statements or releases executed by a duly authorized representative
of each of Alltrista's or AMS's creditors which has a lien or encumbrance on any
of the Assets, in good form for filing, terminating or releasing all liens and
encumbrances on the Assets.
.14 Releases. Alltrista shall execute warranty deeds for the Real Estate
("Deeds"). The Deeds and the purchase price for the Real Estate as set forth in
the Purchase and Lease Agreement shall be placed in escrow in accordance with
the terms of the Escrow Agreement attached hereto as Exhibit 7.15.
.15 Payment of Purchase Price. U.S. Can shall pay the Purchase Price to
Alltrista in accordance with the terms of Section 1.4 hereof.
VII SURVIVAL AND INDEMNIFICATION
.0 Survival of Representations and Warranties; Covenants. All
representations and warranties contained herein or made in writing by any party
in connection herewith shall survive the Closing for a period of two years,
regardless of any investigation made by or on behalf of any party, except for
the representations and warranties contained in Sections 2.8 (to the extent it
relates to free and clear title), 2.12 (to the extent it relates to product
claims), 2.13 and 2.15, which shall survive until the expiration of the
applicable statute of limitations (including any extensions thereof) with
respect to the underlying subject matter thereof. All covenants contained herein
shall survive until performed fully. Notwithstanding the foregoing, (i) any
representation, warranty, covenant or agreement in respect of which indemnity
may be sought under Section 8.2 or 8.3 shall survive the time at which it would
otherwise terminate, as to a particular misrepresentation or particular breach
thereof giving rise to such right to indemnity, if written notice of the
misrepresentation or breach thereof giving rise to such right to indemnity shall
have been given to the party against whom such indemnity may be sought prior to
such time, and (ii) any indemnity claim based on any misrepresentation or breach
of any representation, warranty, covenant or agreement in respect of which
indemnity may be sought under Section 8.2 or 8.3 shall be made promptly after
the party seeking to make such claim first became aware of the facts
constituting the basis thereof (unless, prior to such time, notice of such claim
shall have been given to the party against whom such indemnity may be sought);
provided, however, that the indemnifying party shall not be relieved of any
liability in the event the indemnified party fails to promptly make its
indemnification claim unless and to the extent the indemnifying party is
substantially prejudiced thereby.
.1 Indemnification by Alltrista. (a) Alltrista agrees to indemnify and hold
U.S. Can and its affiliates, and the respective officers, directors, employees,
agents and representatives of each of the foregoing (collectively, the
"Representatives"), harmless from and against any and all costs, expenses,
losses, claims, damages, penalties, fines, liabilities and obligations whenever
arising or incurred (including, without limitation, amounts paid in settlement,
costs of investigation and reasonable attorneys' fees and expenses)
(individually, a "Loss," and collectively, "Losses") arising out of or relating
to (i) any liability or obligation of Alltrista or AMS, whether past, present or
future, contingent or otherwise, matured or unmatured, that is not an Assumed
Liability; (ii) any breach of any representation or warranty set forth in
Article II hereof or any related schedule; (iii) any failure of title to, or any
liabilities, liens, security interests, mortgages, pledges, claims, judgments,
exceptions, reservations, charges, encumbrances or obligations on or with
respect to, any of the Assets; (iv) any breach of any covenant or obligation of
Alltrista contained in this Agreement or in any other document entered into or
delivered in connection with this Agreement; (v) all Tax or other liabilities or
liens arising out of or related to compliance (or failure to comply) with, or
clearance under, the applicable bulk sales or transfer laws in the States of
Illinois, Maryland, Alabama or any other applicable jurisdiction; (vi) all Taxes
that may be due as a result of the conduct of the Metal Services Business
through the Closing Date or the sale of the Assets hereunder (except as
otherwise provided in this Agreement), or which are attributable to Alltrista's
or AMS's actions or omissions prior to the Closing; (vii) successor tax,
employment, ERISA or other liabilities, not expressly assumed by U.S. Can
hereunder, including without limitation liabilities arising out of or related to
any claims or causes of action against Alltrista or AMS disclosed on the
Schedules to this Agreement; (viii) Alltrista's or AMS's criminal acts or
omissions; (ix) any fraud, misrepresentation or omission by Alltrista in
connection with the transactions contemplated by this Agreement; and (x) the
amount by which the actual inventory value of the coatings and inks included in
the Assets is less than $590,000; provided, however, that (a) Alltrista shall
not be liable under Section 8.2(a) until and then only to the extent that U.S.
Can's and its Representatives' Losses exceed $300,000 (the "Deductible"), except
with respect to any Loss arising under Section 8.2(a)(v), 8.2(a)(vi),
8.2(a)(viii), 8.2(a)(ix) or 8.2(a)(x), and (b) in no event shall the aggregate
liability of Alltrista under Section 8.2(a) exceed the aggregate consideration
paid to Alltrista under this Agreement and the Related Agreements (the "Cap").
(b) Without limitation of the indemnification set forth in subparagraph (a) of
Section 8.2, Alltrista shall indemnify and hold U.S. Can and its affiliates, and
their Representatives, harmless from and against (i) any and all environmental
remediation required by law (or reasonably required to market and sell the
property at or near its appraised value) or compliance costs, expenses and
liabilities, whenever arising or incurred, arising out of or related to acts,
omissions, events, conditions or occurrences occurring or in existence, as the
case may be, prior to Closing, (ii) any and all costs, expenses and liabilities,
whenever arising or incurred, asserted by any individual or entity other than
Alltrista arising out of or related to the products manufactured and/or
decorating services rendered by Alltrista or AMS, or their respective assignors
or predecessors, prior to Closing, (iii) any and all costs or expenses incurred
by U.S. Can to correct the conditions identified in the OSHA/industrial hygiene
reports delivered to U.S. Can by Alltrista prior to the Closing Date ("OSHA
Reports"), including but not limited to electrical system deficiencies, asbestos
in certain AMS plants and machine guarding deficiencies, which have not been
fully remedied as of the Closing Date ("OSHA Matters"); provided, however, that
U.S. Can shall no later than 90 days after the Closing Date provide Alltrista a
written list of corrective actions reasonably required to be taken with respect
to the OSHA Matters and the cost thereof, and, provided, further, that U. S. Can
shall complete such corrective actions as soon as reasonably possible, but not
later than one year after the Closing Date, (iv) all OSHA citation penalties,
workers' compensation claims and tort claims made against U.S. Can within one
year of Closing arising out of or related to the OSHA Matters as in existence
prior to completion of corrective actions with respect thereto (unless and to
the extent U.S. Can failed to correct any OSHA Matters as soon as reasonably
possible), and (v) any and all costs or expenses incurred by U.S. Can in
refiling permit applications under the Title V Clean Air Act Amendments of 1990,
if reasonably necessary to comply with applicable laws or regulations and/or
correct factual matters in the existing applications. U.S. Can is entitled to
and shall receive indemnification for the items included in Sections 8.2(b)(i),
8.2(b)(ii) and 8.2(b)(iii), if and to the extent that U.S. Can's and its
Representatives' Losses, with respect to an individual indemnification item,
exceed $1,000 and, in the aggregate, exceed $30,000, and without regard to the
Cap.
.2 Indemnification by U.S. Can. (a) U.S. Can agrees to indemnify and hold
Alltrista and its Representatives harmless from and against any and all costs,
expenses, losses, claims, damages, penalties, fines, liabilities and obligations
whenever arising or incurred (including, without limitation, amounts paid in
settlement, costs of investigation and reasonable attorneys' fees and expenses)
arising out of or relating to (i) any liability or obligation of U.S. Can that
is an Assumed Liability; (ii) any breach of any representation or warranty set
forth in Article III hereof or any related schedule; (iii) any breach of any
covenant or obligation of U.S. Can contained in this Agreement or in any other
document entered into or delivered in connection with this Agreement; (iv) all
Taxes that may be due as a result of the conduct of U.S. Can's business on and
after the Closing Date and, to the extent specified in this Agreement, Taxes
arising from the purchase and transfer of the Assets hereunder; (v) any
liability created or arising on and after the Closing Date which relates solely
to U.S. Can's operation of the Metal Services Business, including but not
limited to OSHA Matters U.S. Can fails to correct as soon as reasonably possible
after the Closing Date; (vi) if and to the extent U.S. Can terminates any former
AMS or Alltrista employee on or after the Closing Date, claims or causes of
action based solely on U.S. Can's actions or omissions with respect to any such
employee; (vii) any failure by U.S. Can to comply with any obligations imposed
by the WARN Act because of termination of Transferred Employees by U.S. Can on
or after the Closing Date; (ix) U.S. Can's criminal acts or omissions; and (x)
any fraud, misrepresentation or omission by U.S. Can in connection with the
transactions contemplated by this Agreement; provided, however, that (a) U.S.
Can shall not be liable under Section 8.3(a) until and then only to the extent
that Alltrista's and its Representatives' Losses exceed $300,000, except with
respect to any liability arising from Sections 8.3(a)(iv), (vi), (vii), (ix) and
(x) and (b) in no event shall the aggregate liability of U.S. Can under Sections
8.3(a) exceed the Cap. (b) Without limitation of the indemnification set forth
in subparagraph (a) of Section 8.3, U.S. Can shall indemnify and hold Alltrista
and its affiliates, and their Representatives, harmless from and against (i) any
and all environmental remediation required by law and/or compliance costs,
expenses and liabilities arising out of or related to acts, omissions, events,
conditions or occurrences occurring or coming into existence on or after the
Closing Date, and (ii) any and all costs, expenses and liabilities, whenever
arising or incurred, asserted by any individual or entity other than U.S. Can
against Alltrista arising out of or related to the products manufactured and/or
decorating services rendered by U.S. Can on or after the Closing Date. Alltrista
is entitled to and shall receive indemnification for the items included in
Sections 8.3(b)(i) and 8.3(b)(ii) if and to the extent that Alltrista's and its
Representatives' Losses, with respect to an individual indemnification item,
exceed $1,000 and in the aggregate, exceed $30,000.
.3 Indemnification Procedure. An indemnified party under this Article VIII
shall give prompt written notice to indemnifying party (when and to the extent
that the indemnified party has actual knowledge thereof) of the commencement of
any action, suit or proceeding, or the receipt of any claim (any such action,
suit, proceeding or claim hereinafter referred to as a "Third Party Claim"), for
which indemnification may be sought, and the indemnifying party, through counsel
reasonably satisfactory to the indemnified party, may assume the defense
thereof; provided, however, that any indemnified party shall be entitled to
participate in the defense of any Third Party Claim with counsel of its own
choice but at its own expense; and provided, further, that any indemnified party
shall be entitled to participate in any Third Party Claim with counsel of its
own choice at the expense of indemnifying party if, in the good faith judgment
of the indemnified party's counsel, joint representation of the indemnified
party and indemnifying party by counsel of the indemnifying party's choice
presents a conflict of interest under the applicable canons of ethics. In any
event, if the indemnifying party fails to assume defense of any Third Party
Claim within 30 days of notice thereof, the indemnified party may assume such
defense and the fees and expenses of its attorneys will be covered by the
indemnity provided for in this Article VIII. Notwithstanding anything in this
Section 8.4 to the contrary, the indemnifying party shall not, without the prior
written consent of the indemnified party, settle or compromise any Third Party
Claim or consent to the entry of any judgment in connection therewith which (i)
does not include as an unconditional term thereof the delivery by the claimant
or plaintiff to the indemnified party of a written release from all liability in
respect of such Third Party Claim or (ii) which involves payments or other
consideration in excess of the indemnifying party's indemnification obligation
with respect thereto or ability to pay. The indemnified party will also give
prompt written notice of any other condition, event or occurrence which may give
rise to an indemnification obligation hereunder. Notwithstanding the foregoing,
failure to notify the indemnifying party of any Third Party Claim or other
event, condition or occurrence which may give rise to an indemnification shall
not relieve the indemnifying party of its indemnification obligation with
respect thereto, unless and then only to the extent the indemnifying party is
substantially prejudiced by the indemnified party's failure to so notify the
indemnifying party. The indemnifying party shall pay all expenses, including
attorneys' fees, that may be incurred by any indemnified party in enforcing the
indemnity provided for in this Article VIII.
.4 Arbitration. Any dispute as to any claims under this Agreement shall be
settled by arbitration in the City of Chicago, Illinois, unless the parties
agree otherwise, by three arbitrators, one of whom shall be appointed by
Alltrista, one of whom shall be appointed by U.S. Can and the third of whom
shall be appointed by the first two arbitrators. If either party fails to
appoint an arbitrator within 20 days of a request in writing by the other party
to do so, or if the first two arbitrators cannot agree on the appointment of a
third arbitrator within 20 days of their designation, then the second and/or
third arbitrator shall be appointed by the American Arbitration Association
(AAA). Except as to the selection of arbitrators which shall be as set forth
above, the arbitration shall be conducted promptly and expeditiously in
accordance with the commercial arbitration rules of the AAA so as to enable the
arbitrators to render an award within 90 days of the commencement of the
arbitration proceedings. Judgment upon the award rendered by the arbitrators may
be entered in any court having jurisdiction thereof. Each party shall bear the
expenses of the arbitrator it selects and shall jointly and equally share with
the other the expenses of the third arbitrator and of the arbitration. The
procedures specified in this Section 8.5 shall be the sole and exclusive
procedures for the resolution of disputes between the parties arising out of or
relating to this Agreement; provided, however, that a party may seek a
preliminary injunction or other preliminary judicial relief if in its judgment
such action is necessary to avoid irreparable harm. Despite such action, the
parties will continue to participate in good faith in the procedures specified
in this Section 8.5.
VIII MISCELLANEOUS
.0 Amendment and Modification. This Agreement may only be amended, modified
or supplemented by written agreement of the parties.
.1 Waiver of Compliance; Remedies. Any failure of Alltrista, on the one
hand, or U.S. Can, on the other, to comply with any obligation herein may be
expressly waived hereunder, but such waiver shall not operate as a waiver of, or
estoppel with respect to, any subsequent or other failure. Any waiver must be in
writing and duly executed by the appropriate party. Subject to the provisions of
Section 8.5 hereof, the remedies set forth in this Agreement shall be cumulative
and no one shall be construed as exclusive of any other or of any remedy
provided by law and failure of any party to exercise any remedy at any time
shall not operate as a waiver of the right of such party to exercise any remedy
for the same or subsequent default at any time. U.S. Can shall bear all expenses
associated with the legalization, authentication or recording of the assignments
of patents and/or trademarks with the United States Patent and Trademark Office.
.2 Expenses. Except as otherwise provided in this Agreement or the Related
Agreements, whether or not the transactions contemplated by this Agreement shall
be consummated, the parties hereto agree that all fees and expenses incurred by
Alltrista, on the one hand, and U.S. Can, on the other, in connection with this
Agreement and the Related Agreements shall be borne by Alltrista and by U.S.
Can, respectively, including, without limitation, all fees of counsel and
accountants.
.3 Notices. All notices, requests, demands and other communications required
or permitted hereunder shall be in writing and shall be deemed to have been duly
given when delivered by hand or by facsimile transmission (receipt confirmed) or
three days after mailed, certified or registered mail with postage prepaid:
( ) If to Alltrista, to:
Mr. William L. Skinner
Senior Vice President
Administration & Corporate Development
Alltrista Corporation
301 South High Street
Muncie, IN 47305-2326
with a copy to:
Joseph E. DeGroff, Esq.
Bingham, Summers, Welsh & Spilman
2700 Market Tower Building
Ten West Market Street
Indianapolis, IN 46204
or to such other person or address as Alltrista shall furnish to U.S. Can in
writing by notice given in the manner set forth in (a) above.
(a) If to U.S. Can, to:
Mr. Timothy W. Stonich
Executive Vice President, Finance,
Chief Financial Officer and Secretary
United States Can Company
900 Commerce Drive
Oak Brook, IL 60521
with a copy to:
Steven K. Sims, Esq.
Assistant General Counsel
United States Can Company
900 Commerce Drive
Oak Brook, Illinois 60521
or to such other person or address as U.S. Can shall furnish to Alltrista in
writing by notice given in the manner set forth above.
.4 Assignment. This Agreement and all of the provisions hereof shall be
binding upon and inure to the benefit of the parties hereto and their respective
successors and permitted assigns, including but not limited to any successor in
interest to U.S. Can in connection with any merger or other business combination
of U.S. Can or its parent. Neither this Agreement nor any of the rights,
interests or obligations hereunder shall be assigned by any of the parties
hereto without the prior written consent of the other parties, except (i) in
connection with a sale of all or substantially all of the assets of U.S. Can or
a merger or consolidation of U.S. Can and another entity(ies) where the
purchaser or surviving company, as the case may be, assumes all of U.S. Can's
obligations hereunder, (ii) U.S. Can may assign its rights and obligations under
this Agreement to any affiliate of U.S. Can, provided U.S. Can guarantees such
affiliate's performance hereunder, and (iii) U.S. Can may assign all or part of
its indemnification rights for environmental matters with respect to a parcel of
Real Estate to a purchaser of such Real Estate. If such assignment shall be made
by U.S. Can, such affiliate or purchaser shall be entitled to all of the rights
and shall assume all of the obligations of U.S.
Can hereunder.
.5 Headings. The Article and Section headings contained in this Agreement
are inserted for convenience only and shall not affect in any way the meaning or
interpretation of this Agreement.
.6 Severability. If any provision of this Agreement shall be determined to
be contrary to law and unenforceable by any court of law, the remaining
provisions shall be severable and enforceable in accordance with their terms.
.7 Governing Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of Illinois, without regard to its
conflicts of law principles.
9.9 Counterparts. This Agreement may be executed simultaneously in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
.8 Third Parties. Except as specifically set forth or referred to herein,
nothing herein shall be construed to confer upon or give to any party other than
the parties hereto and their successors or permitted assigns, any rights or
remedies under or by reason of this Agreement.
.9 Entire Agreement. This Agreement, including the Exhibits and Schedules
hereto, and the other documents and certificates delivered pursuant to the terms
hereof, set forth the entire agreement and understanding of the parties hereto
in respect of the subject matter contained herein, and supersede all prior
agreements, covenants, representations or warranties, whether oral or written,
by any party hereto.
.10 Exhibits and Schedules. The Exhibits and Schedules are a part of this
Agreement as if fully set forth herein.
.11 Headings and Gender. The headings in this Agreement are for reference
only, and shall not affect the interpretation of this Agreement. Whenever in
this Agreement any masculine, feminine or neuter pronoun is used, such pronouns
shall also include the other genders whenever required by context.
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be duly executed, all as of the day and year first written above.
ALLTRISTA CORPORATION UNITED STATES CAN COMPANY
By: /s/ William L. Skinner By: /s/ Timothy W. Stonich
--------------------------------------- ------------------------
William L. Skinner Timothy W. Stonich,
Its Senior Vice President Its Executive Vice
President - Finance
<PAGE>
News from Alltrista Corporation
P.O. Box 5004, Muncie, IN 47307-5004
ALLTRISTA CORPORATION SELLS METAL SERVICES ASSETS
TO U.S. CAN CORPORATION
MUNCIE, Ind., April 29, 1996--Alltrista Corporation (Nasdaq:JARS) today sold its
Metal Services Company plants and equipment to U.S. Can Corporation for $14.9
million. The sale included facilities in Chicago, Ill.; Baltimore, Md.; and
Birmingham, Ala., employing approximately 350 people. The business had 1995
revenues of $88 million. The metal services business cuts, slits, coats and
lithographs thin-gauge metal, primarily serving sanitary food can producers. A
plastisol sealants product line will be retained by Alltrista. Thomas B. Clark,
president and chief executive officer of Alltrista, said an erosion of
profitability due to declining demand and intense competitive pressure were the
determining factors in selling the Metal Services Company. "We explored several
initiatives, but eventually determined that it would be in the best interests of
the employees and the business to combine with a company, such as U.S. Can, that
has a stronger competitive position and which can maximize the value of the
talent and resources of the Metal Services Company."
Mr. Clark said that he did not expect any material impact on 1996 earnings
as a result of the divestiture, but that in future years margins would benefit
as a result of the sale. "We will be using the proceeds from the sale, along
with about $15 million in related working capital that will be liquidated this
year, for financing acquisitions and for debt reduction," he said.
Alltrista Corporation is a manufacturer of consumer and industrial
products. The company employs approximately 1,200 people and had 1995 sales of
$301 million.
- end -
5/96 Contact Larry Miller, 317.281.5099, nights at 286.5856;
e-mail to lmiller(at)alltrista.com
