ALLTRISTA CORP
10-Q, 1996-11-13
COATING, ENGRAVING & ALLIED SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 10-Q


               XX QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)
                   OF THE SECURITIES EXCHANGE ACT OF 1934 For
                  the quarterly period ended September 29, 1996

                                       OR

              ___ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934
              For the transition period from _________ to _________


                         Commission file number 0-21052


                              ALLTRISTA CORPORATION


                           State of Indiana 35-1828377

                      301 South High Street, P.O. Box 5004
                              Muncie, IN 47307-5004
                                  317/281-5000


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes X No

Indicate the number of shares  outstanding  of each of the  issuer's  classes of
common stock, as of the latest practicable date.


         Class                    Outstanding at September 29, 1996

     Common Stock,
  without par value                      7,600,489 shares

This document contains 13 pages.  The exhibit index is on page 12 of 13.
                                                  Page 1 of 13
<PAGE>





                              ALLTRISTA CORPORATION
                          Quarterly Report on Form 10-Q
                     For the period ended September 29, 1996



                                      INDEX



                                                                   Page Number
 PART I.     FINANCIAL INFORMATION:


 Item 1.     Financial Statements

             Unaudited Condensed Statement of Income
                for the three and nine month periods ended
                September 29, 1996 and October 1, 1995                  3


             Unaudited Condensed Balance Sheet at
                September 29, 1996 and December 31, 1995                4

             Unaudited Condensed Statement of Cash
                Flows for the nine month periods ended
                September 29, 1996 and October 1, 1995                  5

             Notes to Unaudited Condensed Financial
                Statements                                             6-7

 Item 2.     Management's Discussion and Analysis of Financial
                    Condition and Results of Operations                8-10

 PART II.    OTHER INFORMATION                                         11
                                                   
                                                       Page 2 of 13
<PAGE>


PART I.  FINANCIAL INFORMATION

Item 1.            Financial Statements
<TABLE>
<CAPTION>
                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                     UNAUDITED CONDENSED STATEMENT OF INCOME
                 (thousands of dollars except per share amounts)


                                   Three month period ended     Nine month period ended
                                   September 29,   October 1,  September 29,    October 1,
                                       1996          1995          1996            1995
                                   ------------   -----------   -----------    ------------
<S>                                <C>            <C>          <C>             <C>     
Net sales                            $65,763        $60,123      $186,289      $178,094

Costs and expenses                    
  Cost of sales                       45,647         42,400       129,842       127,637
  Selling, general and 
    administrative expense            12,636          9,311        32,490        27,711
  Unusual item                           -            2,430           -           2,430
                                   -----------    -----------   -----------   -----------
 Operating earnings                    7,480          5,982        23,957        20,316
 Interest expense, net                  (567)          (821)       (2,155)       (2,745)
                                   -----------    -----------   -----------   -----------
Income from continuing operations 
   before taxes                        6,913          5,161        21,802        17,571

Provision for income taxes            (2,737)        (2,062)       (8,632)       (7,020)
                                   -----------    -----------   -----------   -----------
Income from continuing operations      4,176          3,099        13,170        10,551
                                   -----------    -----------   -----------   -----------
Discontinued operation:
 Earnings from discontinued 
   operation, net of income taxes 
   of $0 and $168 for the three                                       
   month periods and $0 and $827   
   for the nine month periods,
   respectively                         -               256           -           1,227  
 Net gain or loss on disposal of
   discontinued operation               -                -            -             -
                                   -----------    -----------   -----------   -----------  
Income from discontinued operation      -               256           -           1,227
                                   -----------    -----------   -----------   -----------
Net income                           $ 4,176         $3,355       $13,170       $11,778
                                   ===========    ===========   ===========   ===========                  

Earnings per share of common stock:
Income from continuing operations
  Primary and fully diluted          $  .53          $  .39       $  1.64       $  1.32
                                   ===========    ===========   ===========   ===========

Net income
  Primary and  fully diluted         $  .53          $  .42       $  1.64       $  1.47
                                   ===========    ===========   ===========   ===========







     See accompanying notes to unaudited  condensed financial statements.
</TABLE>
                                                     Page 3 of 13
<PAGE>
<TABLE>
<CAPTION>
                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                        UNAUDITED CONDENSED BALANCE SHEET
                             (thousands of dollars)


                                                 September 29,     December 31,
                                                      1996             1995
                                                --------------- ------------------
<S>                                             <C>             <C>   
ASSETS
Current assets
   Cash and cash equivalents                      $ 12,040          $  2,333
   Accounts receivable, net                         38,917            36,387
   Inventories
      Raw materials and supplies                    10,646            28,373
      Work in process and finished goods            22,405            26,202
   Deferred taxes                                    3,242             2,849
   Prepaid expenses                                    599               607
                                                                                         
                                                 ------------       ------------
         Total current assets                       87,849            96,751
                                                 ------------       ------------

Property, plant and equipment, at cost             152,105           196,135
Accumulated depreciation                          (107,201)         (140,052)
                                                 ------------     ------------
                                                    44,904            56,083
Intangibles and other assets                        23,504             9,816
                                                 ------------     ------------

Total assets                                      $156,257          $162,650
                                                 ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Notes payable                                  $   -             $  3,500
   Accounts payable                                 12,875            23,376
   Other current liabilities                        19,903            18,063
                                                 ------------     ------------
          Total current liabilities                 32,778            44,939
                                                 ------------     ------------

Noncurrent liabilities
   Long-term debt                                   30,000            30,000
   Deferred taxes on income                              -               687
   Other noncurrent liabilities                      8,425             7,773
                                                 ------------     ------------
          Total noncurrent liabilities              38,425            38,460
                                                 ------------     ------------

Contingencies

Common stock (includes 7,953,659 common shares
   issued and 7,600,489 shares outstanding at 
   September 29, 1996)                              40,900            40,679
Retained earnings                                   52,135            38,965
Minimum pension liability                             (367)            (367)
Cumulative translation adjustment                      (14)             (26)
                                                 ------------     ------------
                                                    92,654            79,251
Less: treasury stock (341,561 shares, at cost)      (7,600)            -
                                                 ------------     ------------
     Total shareholders' equity                     85,054            79,251
                                                 ------------     ------------

Total liabilities and shareholders' equity        $156,257          $162,650
                                                 ============     ============



   See accompanying notes to unaudited condensed financial statements.
</TABLE>
                                                  Page 4 of 13
<PAGE>
<TABLE>
<CAPTION>
                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                   UNAUDITED CONDENSED STATEMENT OF CASH FLOWS
                             (thousands of dollars)


                                                   Nine month period ended
                                                   September 29,      October 1,
                                                       1996             1995
                                                   -------------     ------------
<S>                                                <C>               <C>  
Cash flows from operating activities
   Net income                                        $ 13,170          $  11,778
   Reconciliation of net income to net cash 
       provided by operating activities:
         Depreciation and amortization                  7,403              9,464
         Loss on disposal of assets                       514                 52
         Deferred taxes on income                      (1,170)              (525)
         Unusual item                                       -              2,430
         Deferred employee benefits                       767                864
         Other                                            (89)               256
   Changes in working capital components                9,256             (8,768)
                                                    -------------    -------------
      Net cash provided by operating activities        29,851             15,551
                                                    -------------    -------------

Cash flows from financing activities
   Proceeds from revolving credit borrow               20,695             17,213
   Principal payments of revolving credit 
      borrowings                                      (24,195)           (25,437)
   Proceeds from issuance of common stock               2,442              1,923
   Purchase of treasury stock                          (9,758)                 -
                                                    -------------    ------------
      Net cash used in financing activities           (10,816)            (6,301)                                             
                                                    -------------    ------------
Cash flows from investing activities
   Additions to property, plant and equipment
     including product line acquisition               (24,095)            (8,651)
   Proceeds from sale of property, plant and 
     equipment                                            383                103
   Proceeds from sale of certain assets of 
     discontinued operation                            14,384                  -
                                                    -------------    ------------
      Net cash used in investing activities            (9,328)            (8,548)                                                  
                                                    -------------    ------------

Net increase in cash                                    9,707                702
Cash and cash equivalents, beginning of period          2,333              1,229
                                                    -------------    ------------
Cash and cash equivalents, end of period             $ 12,040           $  1,931
                                                    =============    ============






         See accompanying notes to unaudited  condensed financial statements.
</TABLE>
                                                         Page 5 of 13

<PAGE>


                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS

1.  Presentation of Condensed Financial Statements

         Certain  information and footnote  disclosures,  including  significant
accounting  policies  normally  included  in  financial  statements  prepared in
accordance with generally accepted accounting principles, have been condensed or
omitted.  In the opinion of management,  the  accompanying  condensed  financial
statements  include all  adjustments  necessary for a fair  presentation  of the
results for the interim periods presented. Results of operations for the periods
shown are not  necessarily  indicative of results for the year,  particularly in
view of some  seasonality in the Consumer  Products  business.  The accompanying
unaudited condensed financial  statements should be read in conjunction with the
Consolidated Financial Statements and Notes to Consolidated Financial Statements
of Alltrista  Corporation  and  Subsidiaries  included in the  Company's  latest
annual report.


2.  Contingencies

         The  Company is subject to and  involved  in claims  arising out of the
conduct  of  its  business   including  those  relating  to  product  liability,
environmental and safety and health matters.  The Company's  information at this
time does not indicate  that the  resolution of the  aforementioned  claims will
have a material, adverse effect upon financial condition, results of operations,
cash flows or competitive position of the Company.


3.  Earnings per share

         Earnings  per share for the periods are computed by dividing net income
for the period by the sum of the weighted  average number of shares  outstanding
for the period and the common stock  equivalents  which result from stock option
activity.

4.  Acquisition of assets

On March 15, 1996, the Company  acquired certain assets related to the home food
preservation  product line of Kerr Group,  Inc.  ("Kerr") for $14.5  million and
accounted for the acquisition as a purchase. The purchase price was allocated to
the equipment,  raw materials  inventory and a perpetual license to use the Kerr
trade name,  based on their  estimated fair values.  The license to use the Kerr
trade name is being  amortized over 20 years.  In addition,  the Company assumed
the operating lease at Kerr's Jackson,  Tennessee manufacturing facility. During
the third quarter,  the Company completed its facility  assessment and announced
its intention to close the Jackson  facility and  consolidate  operations in its
Muncie,  Indiana facility. As a result of this decision,  additional acquisition
costs of $2.6 million have been  recorded for  severance,  and the estimated net
costs to close the Jackson  facility,  resulting  in an  increase  in  goodwill.
Concurrent with the purchase,  the Company and Kerr entered into a non-exclusive
Sales Agent  Agreement  whereby the Company  agreed to sell certain  pre-closing
inventory retained by Kerr. Management estimates that its duties under the Sales
Agent  Agreement  will last through  November  1996. The impact of including the
financial  results of Kerr in a pro forma  presentation  for nine months of 1995
and 1996 would not have been material.

5.  Discontinued Operation - Sale of Metal Services Company assets

Effective  April 26, 1996 (  "Measurement  date"),  the  Company  sold its Metal
Services Company plants, real estate,  equipment and coatings and inks inventory
to U.S. Can Corporation for  approximately  $14.9 million.  The Company retained
all accounts  receivable and inventory other than inks and coatings,  as well as
substantially all liabilities  accrued prior to April 26, 1996. The Company used
the proceeds from the sale to reduce outstanding  borrowings.          
At  this  time,  the   Company  entered into a  non-exclusive  sales  agreement
whereby U.S. Can agreed to sell the retained  inventory.  On June 28, 1996,  the
two companies entered into an agreement whereby U.S. Can purchased the inventory
remaining on June 30, 1996 for approximately $9 million.  The Company expects to
receive  approximately $15 million,  primarily during 1996, from the sale of the
retained  inventory and the collection of the accounts  receivable  less amounts
required to settle the accounts payable and other  liabilities.

                                                         Page 6 of 13 
<PAGE>
     The disposal of the Metal Services Company assets has been accounted for as
a discontinued operation and, accordingly,  its operating results are segregated
and reported as a discontinued operation in the accompanying Unaudited Condensed
Statement of Income.  The prior year  Statement  of Income has been  restated to
conform to the  current  year  presentation.  The net  assets of Metal  Services
Company are  included in the balance  sheet at  December  31,  1995.  Management
estimates the combined  effect of Metal  Services' 1996 operating loss, the gain
on the sale of the business  and  estimated  costs to be incurred in  connection
with the sale,  including a $.7 million  curtailment  loss for pension  benefits
related to Metal Services Company,  will be zero. Sales from this operation were
$69.5  million  for the first  nine  months of 1995 and $18.0  million up to the
Measurement date in 1996.

                                                          Page 7 of 13
<PAGE>


Item 2.

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
                 AND RESULTS  OF OPERATIONS

Results of Operations - Comparing Third Quarter 1996 to Third Quarter 1995

The Company  reported net sales of $65.8 million and operating  earnings of $7.5
million for the third quarter ended  September 29, 1996.  This represents a 9.4%
and 25.0 % increase over the same period of 1995. Excluding the impact of a $2.4
million pretax, non-cash charge related to the termination of the zinc wine 
capsule development program in 1995, operating earnings declined 11.1% for the 
quarter.  Sales increased while earnings decreased in the food containers 
segment compared to the prior year third quarter.  While domestic home canning 
sales of the Ball brand were hampered by a poor growing season, the overall 
sales increase was mostly the result of increased market share in Canada and 
sales of the newly acquired Kerr brand.  Earnings were off as a result of higher
warehousing costs as well as increased advertising and sales promotion expense 
to support the home canning category. In addition, the Kerr acquisition 
increased operating costs as the brand was integrated into the Consumer Products
division. In connection with the integration, the Company announced during the 
third quarter it will be closing the  Jackson, Tennessee facility and 
consolidating  the  domestic manufacture of home canning closures at its 
plant in Muncie,  Indiana.  Sales of the Kerr brand of home canning  products 
were made  primarily  from  inventories retained by the previous  owner and,  
consequently,  were not as  significant  a contributor in the third quarter
as they will be in future periods.  The Company expects the majority of 
the inventory  retained by Kerr to be sold by the end of November  1996,  
after  which sales of the Kerr brand of home  canning  products excluding 
residual  retained  inventory,  if any,  will  be for  the  Company's
account.  Plastic  Packaging  Company's  sales and earnings for the quarter were
level with the prior  year.  The  industrial  components  segment  reported a 9%
increase  in sales over the 1995  third  quarter,  with  nearly  every  division
showing  increases.  Segment earnings more than tripled from 1995. Zinc Products
Company had increased sales and earnings due mostly to increased volume of penny
blanks,  and  favorable  sales mix in  industrial  products  and  battery  cans.
Earnings were lower in the third quarter of 1995 due to the $2.4 million pretax,
non-cash charge related to the termination of the zinc wine capsule  development
program.  Industrial  Plastics had lower sales and earnings for the quarter as a
result of volume and price  decreases to its largest  customer.  Increased sales
volume and improved  material usage resulted in increased  sales and earnings at
Unimark Plastics  comparing the third quarter of 1996 to the prior year.  LumenX
reported  increased  sales  from the prior  year third  quarter;  however,  this
business continued to operate at a slight deficit.

Third  quarter gross margins  improved in the food  containers  segment over the
prior year.  Increased sales of Bernardin brand home canning products in Canada,
and improved efficiencies at the Plastic Packaging Company caused the increases.
Within the industrial  components segment,  slight margin improvement at Unimark
Plastics and Zinc Products was mostly the result of volume increases.

As the  majority  of Kerr brand home  canning  sales were for the benefit of the
previous  owner,  selling,  general  and  administrative  costs  increased  as a
percentage of total sales in the quarter  ended  September 29, 1996 due to costs
associated  with the  integration  of the Kerr brand into the Consumer  Products
division,  along  with  increased  marketing  and  promotional  efforts  in this
division.  Increased  market  research  activities  at Zinc  Products  have also
increased selling, general and administrative costs.

Net interest  expense for the third  quarter of 1996 was $567,  compared to $821
for the same period in 1995. The decrease is the result of reduced daily average
borrowings and interest income earned on cash equivalents  which has been netted
against expense in the statement of income.

Results of Operations - Comparing Year to Date 1996 to Year to Date 1995

Net sales were  $186.3  million or 4.6% higher for the nine month  period  ended
September 29, 1996 compared with the 1995 nine month period.  Operating earnings
were $24.0  million,  17.9% higher than earnings for the same period of 1995 and
5.3%  higher,  excluding  the $2.4  million  unusual  item from 1995.  Sales and
earnings increased in the food containers segment for the nine month period. The
Consumer Products division contributed most of the sales increase as a result of
increased  market  share in Canada and sales of the newly  acquired  Kerr brand,
offset to a lesser  extent by a decrease  in sales of Ball  brand  home  canning
products.  Under the terms of a  non-exclusive  sales agent  agreement with Kerr
Group,  Inc. ("Kerr") sales of the Kerr brand home canning products are recorded
for the
                                                      Page 8 of 13
<PAGE>

account of Consumer Products Company only after the inventories for such
products retained by Kerr have been sold. As a result,  the Company's portion of
1996  sales of the Kerr  brand are  expected  to be  approximately  $5  million.
Although sales increased,  the earnings  decrease compared to 1995 was primarily
due to duplicate costs prior to the full  integration of the Kerr brand into the
home canning business,  increased  warehousing  costs, and advertising and sales
promotion efforts.  Plastic Packaging  Company's sales and earnings continued to
benefit from  favorable  sales mix,  reduced scrap and  controlled  research and
development  spending.  Every  division  in the  industrial  components  segment
reported increased sales and earnings comparing the first nine months of 1996 to
the same period of 1995.  Earnings were higher in the current year due mostly to
a $2.4 million  pretax,  non-cash  charge related to the termination of the zinc
wine capsule business in 1995. Zinc Products Company had increased volumes in 
coinage for the nine month period, offset to a lesser degree by decreased volume
for battery cans versus the prior year. The Industrial Plastics division showed
slightly  higher  sales and earnings in both  plastic  tables and  refrigeration
products.  Unimark  Plastics  Company's  sales  improvements  are  a  result  of
increases   in   the   Pennsylvania   and   Springfield    locations.    Despite
under-utilization  at the new Springfield plant,  decreased benefits costs along
with volume  increases  and improved  operating  efficiencies  at other  Unimark
locations resulted in higher overall earnings year-to-date. LumenX increased its
sales and margins in x-ray products, slightly reducing its deficit compared to a
year ago.

Gross margins  improved in the food containers  segment as a result of favorable
product  mix at each  division  along  with  operating  efficiency  gains at the
Plastic  Packaging  Company and increased  sales  volumes at Consumer  Products.
Overall,  the  industrial  components  segment had slightly  higher gross margin
percentages.  Improved  margins at Zinc  Products  and  LumenX  were a result of
volume and sales mix. These  improvements were somewhat offset by start-up costs
and lower than expected volume at Unimark's Springfield location.

The reason  for the  increase  in  selling,  general  and  administrative  costs
relative to sales for the nine month period was consistent  with the explanation
of the increase for the quarter.

Interest  expense  of $2,155  for the first  nine  months of 1996 was well under
interest  expense  of  $2,745  for the same  period  of 1995 due to lower  daily
average  borrowings and lower interest  rates.  In addition,  interest earned on
cash  equivalents has been netted against interest expense in the 1996 statement
of income.  The Company's  weighted average borrowing rate year to date for 1996
is 5.4% compared with 7.1% for 1995.

Financial Condition, Liquidity and Capital Resources

Working  capital as of September  29, 1996  increased to $55.2  million from the
1995 year end level of $51.8 million and includes a $10 million increase in cash
and cash  equivalents.  

Effective  April 26, 1996, the Company sold its Metal Services  Company  plants,
real estate,  equipment and coatings and inks inventory to U.S. Can  Corporation
for approximately  $14.9 million.  The Company retained all accounts  receivable
and  inventory  other  than  inks and  coatings,  as well as  substantially  all
liabilities accrued prior to April 26, 1996. Proceeds from the sale were used to
reduce borrowings under the Company's  revolving credit  agreement.  On June 28,
1996 the remaining  Metal  Services  Company  inventory was sold to U.S. Can for
approximately  $9 million.  The sale of Metal Services has reduced the Company's
working capital by approximately $9 million. The decreases are mostly in reduced
inventories  offset in part by accounts  payable and  accrued  liabilities.  The
Company has  received  approximately  $10 million from the sales of the retained
inventory and the collection of the accounts receivable less amounts required to
settle the  accounts  payable and other  liabilities.  In  addition,  management
expects to collect Metal  Services-related  receivables  of  approximately  $5
million during the fourth quarter.

Within the Company's continuing operations,  the acquisition of the Kerr product
line has increased  working  capital as this  operation  built  inventories  and
receivables  throughout  the  second  and third  quarter.  Increased  short-term
investments, the result of the Metal Services transaction, have also contributed
to the working capital increase.

The Company has $30 million of long-term debt with maturity  dates  beginning in
1998 and continuing  through 2004 at a fixed interest rate of 7.8%. In May 1995,
the Company terminated a swap agreement,  resulting in a transaction gain of $.5
million.  This gain is being amortized over the original  three-year term of the
swap and  effectively  fixes the Company's  interest rate on the long-term  debt
through  December  1997 at 7.19%.  The  Company  participates  in a $50  million
revolving  credit  agreement with a group of banks,  of which no borrowings were
outstanding  at quarter end or year end.  The Company  also has  available  $96
million in committed and 
                                                       Page 9 of 13
<PAGE>
uncommitted  credit lines of which no borrowings  were  outstanding at September
29, 1996. After reducing outstanding debt by the cash balance, the debt-to-total
capitalization  ratio was 17.4% at the end of the third quarter  versus 28.2% at
December 31, 1995.  During the first nine months of 1996, the Company  purchased
434,500  shares of its stock in the open market at a total cost of $9.8 million.
During the fourth quarter, the Company purchased an additional 195,000 shares of
Company stock at a cost of $4.2 million,  completing its board-authorized  stock
repurchase  programs.  The stock  acquired  will be reissued for employee  stock
plans as needed.  Capital expenditures of $24.1 million in the nine months ended
September 29, 1996 include the $14.5 million  acquisition  of the Kerr home food
preservation product line from the first quarter.  Spending for the remainder of
1996 is expected to be approximately  $5 million.  The Company is subject to and
involved in claims  arising out of the conduct of its business  including  those
relating to product liability,  environmental and safety and health matters. The
Company's  information at this time does not indicate that the resolution of the
aforementioned  claims  will have a  material,  adverse  effect  upon  financial
condition,  results of operations,  capital expenditures or competitive position
of the Company.
                                                         Page 10 of 13

<PAGE>


PART II.  OTHER INFORMATION

Item 1.  Legal proceedings

There were no events required to be reported under Item 1 for the quarter ending
September 29, 1996.

Item 2.  Changes in securities

There were no events required to be reported under Item 2 for the quarter ending
September 29, 1996.

Item 3.  Defaults upon senior securities

There were no events required to be reported under Item 3 for the quarter ending
September 29, 1996.

Item 4.  Submission of matters to a vote of security holders

There were no events required to be reported under Item 4 for the quarter ending
September 29, 1996.

Item 5.  Other information

There were no events required to be reported under Item 5 for the quarter ending
September 29, 1996.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     11.1    Computation of earnings per share
     27      Financial Data Schedule (EDGAR filing only)

(b)  Reports of Form 8-K

     There were no events required to be reported under Form 8-K for the quarter
ending September 29, 1996.



                                    SIGNATURE

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 thereunto duly authorized.

                                               Alltrista Corporation
                                                    (Registrant)



Date:     November 12, 1996                 By: \S\ Kevin D. Bower 
         --------------------                   ----------------------------  
                                                    Kevin D. Bower
                                                    Vice President of Finance 
                                                    and Controller


                                                          Page 11 of 13
<PAGE>


                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                          QUARTERLY REPORT ON FORM 10-Q
                               September 29, 1996

                                  EXHIBIT INDEX


Exhibit                 Description                                  Page
- ---------               ---------------------------------      -----------------
11.1                    Computation of earnings per share.            11

27                      Financial Data Schedule                EDGAR filing only


                                                          Page 12 of 13


<TABLE>
<CAPTION>
                                                                 Exhibit 11.1

                              ALLTRISTA CORPORATION
                 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
                    (Thousands of dollars except share data)




                                        Three month period ended    Nine month period ended   
                                        September 29,  October 1,   September 29,  October 1,
                                            1996          1995          1996           1995                                         
                                        -------------  ----------   -------------  ----------
<S>                                     <C>            <C>          <C>            <C>   
Primary Earnings Per Share
  Income from continuing operations        $ 4,176      $ 3,099         $13,170     $10,551
  Discontinued operation                        -           256            -          1,227
                                         -----------    ---------     ----------    ---------
       Net income                          $ 4,176      $ 3,355         $13,170     $11,778
                                         ===========    =========     ==========    =========

Weighted average number of common
  shares outstanding (000s)                  7,776        7,830           7,840       7,790
Additional shares assuming conversion
  of stock options                             152          173             171         204
                                         -----------    ---------     ----------    ---------
Weighted average number of common and 
  equivalent shares                          7,928        8,003           8,011       7,994
                                         ===========    =========     ==========    =========
   
Primary earnings per common share:
  Continuing operations                    $   .53      $   .39        $   1.64     $  1.32
  Discontinued operation                        -           .03              -          .15
                                         -----------    ---------     ----------    ---------
     Net income                            $   .53      $   .42        $   1.64     $  1.47
                                         ===========    =========     ==========    =========

Fully Diluted Earnings Per Share
  Income from continuing operations        $ 4,176      $ 3,099        $ 13,170     $ 10,551
  Discontinued operation                        -           256             -          1,227
                                         -----------    ---------     ----------    ---------
      Net income                           $ 4,176      $ 3,355        $ 13,170     $ 11,778
                                         ===========    =========     ==========    =========

Weighted average number of common 
  shares outstanding (000s)                  7,776        7,830           7,840        7,790
Additional shares assuming conversion
  of stock options                             157          182             195          222
                                         -----------    ---------     ----------    ---------
Weighted average number of common and
  equivalent shares                          7,933        8,012           8,035        8,012
                                         ===========    =========     ==========    =========
                                                              

Fully diluted earnings per common share:
  Continuing operations                    $   .53       $  .39        $   1.64      $  1.32
  Discontinued operation                        -           .03              -           .15
                                         -----------    ---------     ----------    ---------
       Net income                         $    .53       $  .42         $  1.64      $  1.47
                                         ===========    =========     ==========    =========
</TABLE>

<TABLE> <S> <C>

<ARTICLE>                                          5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM
THE CONSOLIDATED BALANCE SHEET AND STATEMENTS OF INCOME FOUND IN THE
COMPANY'S FORM 10-Q FOR THE YEAR-TO-DATE, AND IS QUALIFIED IN ITS
ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER>                                                 1,000
       
<S>                                                  <C>
<PERIOD-TYPE>                                      9-MOS
<FISCAL-YEAR-END>                                  DEC-31-1996
<PERIOD-END>                                       SEP-29-1996
<CASH>                                                      12,040
<SECURITIES>                                                     0
<RECEIVABLES>                                               38,917
<ALLOWANCES>                                                     0
<INVENTORY>                                                 33,051
<CURRENT-ASSETS>                                            87,849
<PP&E>                                                     152,105
<DEPRECIATION>                                             107,201
<TOTAL-ASSETS>                                             156,257
<CURRENT-LIABILITIES>                                       32,778
<BONDS>                                                     30,000
                                            0
                                                      0
<COMMON>                                                    40,900
<OTHER-SE>                                                  44,154
<TOTAL-LIABILITY-AND-EQUITY>                               156,257
<SALES>                                                    186,289
<TOTAL-REVENUES>                                           186,289
<CGS>                                                      129,842
<TOTAL-COSTS>                                              162,332
<OTHER-EXPENSES>                                                 0
<LOSS-PROVISION>                                                 0
<INTEREST-EXPENSE>                                           2,155
<INCOME-PRETAX>                                             21,802
<INCOME-TAX>                                                 8,632
<INCOME-CONTINUING>                                         13,170
<DISCONTINUED>                                                   0
<EXTRAORDINARY>                                                  0
<CHANGES>                                                        0
<NET-INCOME>                                                13,170
<EPS-PRIMARY>                                                 1.64
<EPS-DILUTED>                                                 1.64
        





</TABLE>


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