ALLTRISTA CORP
10-Q, 1997-08-12
COATING, ENGRAVING & ALLIED SERVICES
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                                  UNITED STATES
                       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 June 29, 1997

                                       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


              Indiana                                 No. 35-1828377
       State of Incorporation                  IRS Employer Identification No.


                      345 South High Street, P.O. Box 5004
                              Muncie, IN 47307-5004
                                  765/281-5000


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 July 31, 1997
     -----------------                          ----------------------------
       Common Stock,
     without par value                              7,396,630 shares


      This document contains 15 pages. The exhibit index is on page 14 of 15.

                                                                    Page 1 of 15
<PAGE>

                              ALLTRISTA CORPORATION
                          Quarterly Report on Form 10-Q
                       For the period ended June 29, 1997



                                      INDEX



                                                                Page Number

 PART I.     FINANCIAL INFORMATION:


 Item 1.     Financial Statements

             Unaudited Condensed Statements of Income
                for the three and six month periods ended
                June 29, 1997 and June 30, 1996                     3


             Unaudited Condensed Balance Sheets at
                June 29, 1997 and December 31, 1996                 4

             Unaudited Condensed Statements of Cash
                Flows for the six month periods ended
                June 29, 1997 and June 30, 1996                     5

             Notes to Unaudited Condensed Financial
                Statements                                        6 - 7

 Item 2.     Management's Discussion and Analysis of Financial
               Condition and Results of Operations                8 - 11

 PART II.    OTHER INFORMATION                                      12


                                                                    Page 2 of 15
<PAGE>


PART I.  FINANCIAL INFORMATION

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



                                                 Three month period ended      Six month period ended
                                                  June 29,      June 30,      June 29,        June 30,
                                                    1997          1996          1997            1996
                                                ------------   -----------   -----------    ------------
<S>                                             <C>             <C>          <C>             <C>   
Net Sales                                          $78,950        $69,398       $124,592      $120,526

Costs and expenses
   Cost of sales                                    54,619         46,643         89,417        84,195
   Selling, general and administrative expenses     12,664         12,101         20,602        19,854
                                                ------------   -----------   -----------    ------------ 
Operating earnings                                  11,667         10,654         14,573        16,477
Interest expense, net                                 (751)          (842)        (1,360)       (1,588)
                                                ------------   -----------   -----------    ------------   
Income from continuing operations before taxes      10,916          9,812         13,213        14,889

Provision for income taxes                          (4,104)        (3,908)        (4,968)       (5,895)
                                                ------------   -----------   -----------    ------------            

Income from continuing operations                    6,812          5,904          8,245         8,994
                                               
Loss from discontinued operation,
   net of income taxes of $(216) for the three
   month period-ended June 30, 1996                   -              (267)          -             -      
                                                 ------------   -----------   -----------    ------------

Net income                                        $  6,812       $  5,637        $ 8,245      $  8,994
                                                 ============   ===========   ===========    ===========

Per share of common stock:
Income from continuing operations
   Primary earnings per share                     $    .91       $    .73        $  1.09      $   1.12
                                                 ============   ===========    ==========    ===========
   Fully diluted earnings per share               $     90       $    .73        $  1.09      $   1.11
                                                 ===========    ===========    ==========    ===========

Net income
   Primary earnings per share                     $    .91       $    .70        $  1.09      $   1.12
                                                 ===========    ===========    ==========    ===========
   Fully diluted earnings per share               $    .90       $    .70        $  1.09      $   1.11
                                                 ===========    ===========    ==========    ===========





      See accompanying notes to unaudited condensed financial statements.
</TABLE>
                                                                    Page 3 of 15
<PAGE>

<TABLE>
<CAPTION>
                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                       UNAUDITED CONDENSED BALANCE SHEETS
                             (thousands of dollars)


                                                    June 29,        December 31,
                                                     1997              1996
                                                  ------------    --------------
<S>                                               <C>               <C>   
ASSETS
Current assets
   Cash and cash equivalents                       $    3,168       $    7,611
   Accounts receivable, net                            39,437           27,621
   Inventories
      Raw materials and supplies                       10,722            9,894
      Work in process and finished goods               28,081           32,368
   Deferred taxes on income                             3,312            3,312
   Prepaid expenses                                     1,242              726
                                                   ------------     ------------
       Total current assets                            85,962           81,532
                                                   ------------     ------------

Property, plant and equipment, at cost                148,619          145,135
Accumulated depreciation                             (102,684)         (99,475)
                                                   ------------     ------------
                                                       45,935           45,660

Goodwill, net                                          25,503           20,549
Other assets                                            6,980            6,338
                                                   ------------     ------------
       Total assets                                  $164,380         $154,079
                                                   ============     ============

LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities
   Notes payable                                   $    4,808           $    -
   Accounts payable                                    17,097           17,181
   Other current liabilities                           15,534           15,479
                                                   ------------     ------------
       Total current liabilities                       37,439           32,660
                                                   ------------     ------------

Noncurrent liabilities
   Long-term debt                                      30,000           30,000
   Deferred taxes on income                                91               92
   Other noncurrent liabilities                         7,972            7,860
                                                   ------------     ------------
       Total noncurrent liabilities                    38,063           37,952
                                                   ------------     ------------

Shareholders' equity:
   Common stock (includes 7,983,341 common 
       shares issued and 7,352,892 shares 
       outstanding at June 29, 1997)                   41,090           41,457
   Retained earnings                                   61,668           53,475
   Minimum pension liability                             (253)            (253)
   Cumulative translation adjustment                      (73)             (38)
                                                   ------------     ------------
                                                       102,432           94,641
   Less treasury stock (608,256 shares, at cost)       (13,554)         (11,174)
                                                   ------------     -----------
      Total shareholders' equity                        88,878           83,467
                                                   ------------     ------------
                                                                        

      Total liabilities and shareholders' equity      $164,380         $154,079
                                                    ===========     ============


      See accompanying notes to unaudited condensed financial statements.
</TABLE>
                                                                    Page 4 of 15
<PAGE>
<TABLE>
<CAPTION>

                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                  UNAUDITED CONDENSED STATEMENTS OF CASH FLOWS
                             (thousands of dollars)


                                                           Six month period ended
                                                         June 29,          June 30,
                                                           1997              1996
                                                        ------------      ----------
<S>                                                       <C>              <C>    
Cash flows from operating activities
   Net income                                             $8,245           $8,994
   Reconciliation of net income to net cash provided
       by operating activities:
       Depreciation and amortization                       5,072            5,554
       Loss on disposal of fixed assets                      525              590
       Deferred employee benefits                            406              542
       Other                                                (245)              11
   Changes in working capital components                  (8,231)          (2,210)
                                                        ------------     ------------

      Net cash provided by operating activities            5,772           13,481
                                                        ------------     ------------

Cash flows from financing activities
   Proceeds from revolving credit borrowings              15,967           20,526
   Payments on revolving credit borrowings               (11,160)         (22,446)
   Proceeds from issuance of common stock                  1,293            1,809
   Purchase of treasury stock                             (4,042)          (2,194)
                                                      ------------     ------------

      Net cash provided by (used in) 
         financing activities                              2,058           (2,305)
                                                      ------------     ------------

Cash flows from investing activities
   Additions to property, plant and equipment              (3,617)          (6,906)
   Proceeds from sale of property, plant and equipment         46               38
   Acquisition of businesses and product lines             (8,288)         (14,633)
   Cash proceeds from the sale of certain assets 
      of discontinued operation                              -              14,384
   Other                                                     (414)            (437)
                                                       ------------     ------------

      Net cash used in investing activities               (12,273)          (7,554)
                                                       ------------     ------------

Net (decrease) increase in cash                            (4,443)           3,622
Cash and cash equivalents, beginning of period              7,611            2,333
                                                       ------------     ------------

Cash and cash equivalents, end of period                   $3,168           $5,955
                                                       ============     ============








      See accompanying notes to unaudited condensed financial statements.
</TABLE>

                                                                    Page 5 of 15
<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.  Significant  intercompany  balances and  transactions
    have been eliminated.  Certain amounts from prior periods were  reclassified
    to conform to the 1997  presentation.  Net income and  shareholders'  equity
    have not  been  affected  by  these  reclassifications.  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.  The Company  will adopt the  provisions  of  Statement of
    Financial  Accounting  Standards No. 128,  "Earnings Per Share," in the last
    quarter of 1997.  Pro forma  basic and  diluted  earnings  per share for the
    three  and six  month  periods  ending  June 29,  1997  and  June  30,  1996
    calculated pursuant to SFAS 128 would be as follows:
<TABLE>
<CAPTION>

                                    Three month period ended      Six month period ended
                                     June 29,      June 30,      June 29,       June 30,
                                       1997          1996          1997           1996
                                   -----------   -----------   -----------   ------------
<S>                                 <C>            <C>           <C>            <C>
Per share of common stock:
Income from continuing operations
     Basic earnings per share       $   .93        $  .75        $ 1.11         $ 1.14
     Diluted earnings per share     $   .91        $  .73        $ 1.09         $ 1.12

Net income
     Basic earnings per share       $   .93        $  .72        $ 1.11         $ 1.14
     Diluted earnings per share     $   .91        $  .70        $ 1.09         $ 1.12
</TABLE>

                                                                    Page 6 of 15
<PAGE>


                     ALLTRISTA CORPORATION AND SUBSIDIARIES
          NOTES TO UNAUDITED CONDENSED FINANCIAL STATEMENTS (Continued)

4.  Acquisition of assets

    In May,  1997,  the Company  purchased  certain  assets and assumed  certain
    liabilities of Viking  Industries  ("Viking  Plastics") for $8.3 million and
    future consideration.  The acquisition was accounted for as a purchase.  The
    purchase price was allocated to the assets and liabilities  assumed based on
    their  estimated  fair values as of the date of  acquisition.  The  purchase
    price in  excess  of the fair  value of  assets  purchased  and  liabilities
    assumed will be amortized over a 20-year period. The impact of including the
    financial results of Viking Plastics in a pro forma presentation for the six
    month  periods  ended  June 29,  1997 and June 30,  1996 would not have been
    material.

    Viking Plastics is an Arkansas-based  producer of large thermoformed plastic
    products  sold  to  the  manufactured   housing  and  recreational   vehicle
    industries. Viking Plastics had 1996 sales of $15 million.



                                                                    Page 7 of 15
<PAGE>


Item 2.

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

Results of Operations - Comparing Second Quarter 1997 to Second Quarter 1996

The Company's net sales  increased 13.8% or $9.6 million to $79.0 million in the
second  quarter  of 1997 from  $69.4  million  in the  second  quarter  of 1996.
Operating  earnings  increased  10.4% or $1.1  million  to $11.7  million in the
second quarter of 1997 from $10.6 million in the second quarter of 1996.

The increase in sales was primarily  due to a $7.7 million  increase in sales in
the  Consumer  Products  division  which  is  benefiting  from the  March,  1996
acquisition  of the Kerr brand  home  canning  products  and a good start to the
growing  season for home  gardening and fresh fruit.  During 1996,  the Company,
under  the  terms  of  a  non-exclusive  Sales  Agent  Agreement,  sold  certain
pre-closing  inventory  retained by Kerr.  These sales are not  reflected in the
Company's 1996 results of operations.  Since the Company fulfilled the agreement
at the end of 1996,  1997  sales  of the  Kerr  products  are  reflected  in the
Company's  current year results.  The increase in Consumer Products sales within
the food containers  segment was offset in part by a decline in sales within the
Plastic Packaging  division.  The Plastic Packaging sales decline is primarily a
result of lower customer requirements. The $1.3 million improvement in operating
earnings  for this  segment  was driven  primarily  by the  strong  sales in the
Consumer Products division.

The divisions within the industrial  components segment all reported an increase
in second  quarter  1997 sales  compared to the second  quarter of 1996 with the
exception of the Unimark Plastics  division.  The Industrial  Plastics  division
posted a $2.4 million increase in sales primarily as a result of the acquisition
of Viking Plastics ($2.0 million in sales).  The Zinc Products division reported
a $1.2 million  increase in sales despite a 6 million pound  decrease in coinage
sales  volume.  U.S.  Mint  shipments  averaged  18 truck loads per week for the
second  quarter of 1997  compared  to 30 truck  loads per week during the second
quarter  of 1996.  The effect  the  decline  in coinage  volume had on sales was
offset by (i) zinc ingot prices steadily  increasing from an average of 51 cents
per pound in the  second  quarter  of 1996 to 65 cents  per pound in the  second
quarter of 1997, (ii) an increase in European industrial sales volume,  (iii) an
increase in battery can sales volume,  and (iv)  inclusion of sales to the Royal
Canadian  Mint during the second  quarter of 1997 for the Canadian one cent coin
compared  to no such sales in the  second  quarter  of 1996.  The Zinc  Products
division  anticipates an average of 15 truck loads per week to the U.S. Mint for
the  remainder of 1997.  In addition,  one of the two  customers  for which Zinc
Products  produces dry cell battery cans notified the Company it would be moving
production of its  zinc/carbon  batteries to Mexico next year.  The Company does
not expect this development to have a material impact on Company  profitability.
LumenX  reported a $.3 million  increase in sales in the second  quarter of 1997
compared to the second  quarter of 1996.  The $1.3  million  decrease in Unimark
Plastics  sales was  attributed  to lower demand within both the health care and
consumer markets,  with some customers  bringing  production back into their own
facilities.  This division  expects sales to return to more normal levels in the
fourth  quarter  of  1997.  Overall,   operating  earnings  for  the  industrial
components segment was equivalent to 1996.

Gross profit  increased  $1.6 million in the second  quarter of 1997 compared to
the second quarter of 1996. The increase was primarily due to the aforementioned
Consumer  Products  division  sales  increase.  The  increase  from the Consumer
Products  division  and an increase at the  Industrial  Plastics  division  were
offset in part by a decrease in gross  profit at the Unimark  Plastics,  Plastic
Packaging,  Zinc  Products and LumenX  divisions.  Unimark  Plastics and Plastic
Packaging  both  reported  lower  sales as noted  above.  In  addition,  Plastic
Packaging experienced an increase in resin costs that were not passed through to
customers.  Zinc Products  decline  reflects the decline in zinc coinage volume.
LumenX  reported a decline in gross profit  primarily due to a change in product
mix.

Selling,  general and  administrative  expenses  increased  $0.6  million in the
second  quarter  of  1997  compared  to the  second  quarter  of  1996.  Several
components within selling,  general and  administrative  expenses  (commissions,
warehousing, etc.) fluctuate with sales volume.

Second  quarter 1997 net interest  expense was flat  compared to the same period
last year as reduced  1997 daily  average  borrowings  were  offset by  slightly
higher average interest rates.

                                                                    Page 8 of 15
<PAGE>



Results of Operations - Comparing Year to Date 1997 to Year to Date 1996

The Company's net sales  increased 3.4% or $4.1 million to $124.6 million in the
first six  months of 1997 from  $120.5  million in the first six months of 1996.
The increase in sales was primarily due to the $7.5 million increase in sales in
the  Consumer  Products  division  which  is  benefiting  from the  March,  1996
acquisition  of the Kerr brand of home canning  products and a good start to the
growing  season for home  gardening and fresh fruit.  During 1996,  the Company,
under  the  terms  of  a  non-exclusive  Sales  Agent  Agreement,  sold  certain
pre-closing  inventory  retained by Kerr.  These sales are not  reflected in the
Company's 1996 results of operations.  Since the Company fulfilled the agreement
at the end of 1996,  1997  sales  of the  Kerr  products  are  reflected  in the
Company's  current  year  results.  The Zinc  Products and  Industrial  Plastics
divisions  both  reported  increases  in sales for the first six  months of 1997
compared to the first six months of 1996. The Zinc Products  division reported a
$0.8 million  increase in sales despite a 14.4 million pound decrease in coinage
sales  volume.  U.S. Mint  shipments  averaged 16.7 truck loads per week for the
period  compared to 30.5 truck loads per week the first six months of 1996.  The
effect the  decline in coinage  volume had on sales was offset by (i) zinc ingot
prices  steadily  increasing  from an average of 51 cents per pound in the first
six months of 1996 to 62 cents per pound in the first six  months of 1997,  (ii)
an increase in European  industrial  sales volume,  (iii) an increase in battery
can sales  volume,  and (iv) initial  sales to the Royal  Canadian  Mint for the
Canadian one cent coin. The Zinc Products division  anticipates an average of 15
truck loads per week to the U.S.  Mint for the  remainder of 1997.  In addition,
one of the two customers for which Zinc Products  produces dry cell battery cans
notified the Company it would be moving production of its zinc/carbon  batteries
to Mexico next year.  The Company  does not expect  this  development  to have a
material  impact on Company  profitability.  The  Industrial  Plastics  division
posted a $2.2 million increase in sales primarily as a result of the acquisition
of Viking  Plastics  ($2.0  million in sales).  The increase in sales within the
Consumer Products,  Zinc Products, and Industrial Plastics divisions were offset
in part by a decrease  in the Unimark  Plastics,  Plastic  Packaging  and LumenX
divisions.  The Unimark  Plastics  division  reported a $2.8 million decrease in
sales for the period as a result of  reduced  customer  requirements  as well as
several customers pulling production back into their own facilities. The Plastic
Packaging  division's $2.7 million  decrease in sales was primarily due to lower
customer requirements. LumenX reported a $0.9 million decrease in sales.

Overall,  gross profit  declined in the first six months of 1997 compared to the
first six months of 1996 with the majority of the decline  occurring  within the
Zinc Products and Unimark  Plastics  divisions.  Zinc Products' gross profit was
driven down by the aforementioned decline in coinage sales volume, while Unimark
Plastics'  decline in gross profit was  primarily due to the decline in sales as
previously  noted.  The decline in gross profit  within these two  divisions was
offset in part by the improvement at the Consumer Products division.

Selling,  general and administrative  expenses increased 3.5% or $0.7 million to
$20.6  million in the first six  months of 1997 from $19.9  million in the first
six months of 1996, while remaining  unchanged as a percentage of net sales. The
increase  was almost  entirely a function  of the  increased  Consumer  Products
division sales.

Operating  earnings decreased 11.5% or $1.9 million to $14.6 million in the
first six months of 1997 from $16.5 million in the first six months of 1996.

Net  interest  expense  for the six month  period  ended June 29,  1997 was $1.4
million compared to $1.6 million for the same period last year. Lower 1997 daily
average borrowings were offset in part by slightly higher interest rates.

                                                                    Page 9 of 15
<PAGE>



Financial Condition, Liquidity and Capital Resources

Working  capital as of June 29, 1997 decreased $.4 million to $48.5 million from
the 1996 year end level.  Accounts  receivable  increased $11.8 million of which
$11.5  million  was within the  Consumer  Products  division.  The  increase  in
accounts receivable was offset by a $4.8 million increase in notes payable and a
$4.4  million  and  $3.5  million  decrease  in cash and  cash  equivalents  and
inventories,  respectively.  The seasonal  increase in mid-year  receivables and
reduction of inventories is normal in the home canning industry. The decrease in
inventories  also  reflected  a  reduction  in the  stock of  higher  cost  Kerr
products, acquired in a bulk purchase at year-end 1996. The Company entered into
short-term  borrowings to fund the seasonal  working capital needs as well as to
fund the  acquisition  of Viking  Plastics (see capital  expenditure  discussion
below).  The  short-term  borrowings  will be repaid with  internally  generated
funds.

In May,  1997,  the Company  purchased the net assets of Viking  Industries,  an
Arkansas-based   producer  of  large  thermoformed   plastic  products  sold  to
manufactured  housing and  recreational  vehicle  industries.  The $8.3  million
transaction  was  financed  through   available  credit  lines.   Other  capital
expenditures  for  property,  plant and equipment  were $3.6 million  during the
first six months of 1997 compared to $6.9 million for the same period last year.
Capital expenditures are largely related to maintaining manufacturing facilities
and are expected to be at lower levels in 1997 compared to 1996.

The growth  strategy for the Company  places primary  emphasis on plastics.  The
Company  currently  has three  plastics  businesses,  namely,  Unimark  Plastics
(injection  molding for health care and consumer markets),  Industrial  Plastics
(heavy gauge sheet extrusion and  thermoforming  for appliance and  manufactured
housing markets) and Plastic  Packaging  (coextruded sheet and formed containers
for processed human and pet food). It is anticipated that the plastics  business
will be grown through  acquisition  as well as  internally;  acquisitions  would
include companies that engage in conversion processes similar to those currently
being used by the Company as well as other plastics conversion processes. In the
context of corporate  strategy,  Consumer  Products  (home canning  supplies and
related  products) and Zinc Products  (zinc strip and products  fabricated  from
that strip) will focus on internal growth opportunities that are closely related
to existing  business;  this strategy will require fewer resources since it will
utilize current  capabilities.  Hence these two latter businesses should provide
substantial  cash to fund the  more  aggressive  growth  strategy  in  plastics,
without  precluding  growth  in these  units.  LumenX  (video  and  x-ray  based
inspection equipment) represents the Company's only capital goods business; this
unit has generated minor operating losses for the past several years.  Given the
nature of the products and recent performance, management is assessing its plans
for this business.  If a determination  to exit this business is made, there can
be no  assurance  that the entire  value of its net  assets,  approximately  $12
million at June 29, 1997, would be recovered.

The Company has $30 million of long-term debt with maturity  dates  beginning in
December,  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 $0.5 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 $95
million in  committed  and  uncommitted  credit  lines of which $4.8 million was
outstanding  as of June 29, 1997.  After reducing  outstanding  debt by the cash
balance,  the  debt-to-total  capitalization  ratio  was 26.3% at the end of the
second quarter of 1997. This is higher than the 21.2% at December 31, 1996, as a
result of normal seasonal borrowings and the Viking Plastics acquisition.  As of
June 29, 1997, borrowings on the Company's long-term debt and uncommitted credit
lines were at a weighted  average  interest  rate of 7.0%.  During the first six
months of 1997, and in accordance with plans approved by its board of directors,
the Company has purchased  178,000  shares of the  Company's  common stock for a
total  cost of $4.0  million.  In May,  1997 the  Company's  board of  directors
approved  an  additional  600,000  shares  to be  added to the  Company's  stock
repurchase program. As of June 29, 1997, the Company has approval to purchase up
to 572,000 additional shares.

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 15
<PAGE>

This Quarterly Report on Form 10-Q includes certain "forward-looking statements"
within the meaning of Section 27A of the  Securities Act of 1933 and Section 21E
of the Securities Exchange Act of 1934. Those statements include, but may not be
limited   to,   discussions   regarding   expectations   of  future   sales  and
profitability,  anticipated  demand for the Company's  products and expectations
regarding operating and other expenses.  Reliance on forward-looking  statements
involves  risks  and  uncertainties.  Although  the  Company  believes  that the
assumptions upon which the forward-looking statements contained herein are based
are  reasonable,  any of those  assumptions  could prove to be inaccurate.  As a
result, the forward-looking  statements based on those assumptions could also be
incorrect. Please see the Company's Report on Form 8-K, dated June 10, 1997, for
a list of factors  which  could  cause the  Company's  actual  results to differ
materially from those projected in the Company's forward-looking statements.


                                                                   Page 11 of 15
<PAGE>


PART II.  OTHER INFORMATION

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

The Company held its Annual  Meeting of  Shareholders  on May 14, 1997.  Matters
voted upon by proxy were the  election of two  directors  for  three-year  terms
expiring in 2000 and the ratification of the appointment of Price Waterhouse LLP
as independent accountants in 1997. The results of the vote are as follows:
<TABLE>
<CAPTION>

                                                        Voted For         Voted Against         Withheld/Abstained
                                                      ---------------    ----------------    -------------------------
<S>                                                   <C>                 <C>                       <C>  
Election of directors for terms expiring in 2000:
Thomas B. Clark                                         6,805,955                                     20,961
David L. Swift                                          6,805,557                                     21,359

Appointment of Price Waterhouse LLP as
   independent accountants for 1997                     6,808,129            11,034                   7,753

</TABLE>

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

     11.1     Computation of earnings per share

     27       Financial data schedule

(b)  Reports on Form 8-K

     Report on Form 8-K  dated  May 19,  1997,  filed  May 30,  1997,  regarding
     acquisition of certain assets of Viking Industries.

     Report on Form 8-K dated June 10, 1997, filed June 10, 1997,  regarding the
     "safe harbor" provisions of the Private Securities Litigation Reform Act of
     1995.




                                                                   Page 12 of 15
<PAGE>


                                    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:     August 13, 1997                       By:   /s/ Kevin D. Bower        
         -----------------                            --------------------------
                                                      Kevin D. Bower
                                                      Senior Vice President and
                                                      Chief Financial Officer





                                                                   Page 13 of 15
<PAGE>


                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                          QUARTERLY REPORT ON FORM 10-Q
                                  June 30, 1996

                                  EXHIBIT INDEX


Exhibit            Description                                     Page

11.1               Computation of earnings per share.               15

27                 Financial Data Schedule                   [EDGAR filing only]







                                                                   Page 14 of 15

<TABLE>
<CAPTION>
                                                                                                          Exhibit 11.1
                     ALLTRISTA CORPORATION AND SUBSIDIARIES
                 STATEMENT RE: COMPUTATION OF EARNINGS PER SHARE
                    (Thousands of dollars except share data)

                                                          Three month period ended     Six month period ended
                                                            June 29,      June 30,      June 29,      June 30,
                                                              1997           1996          1997         1996
                                                           ----------     ---------     --------     -------
<S>                                                       <C>             <C>           <C>          <C>    
Primary Earnings Per Share
   Income from continuing operations                       $  6,812        $ 5,904      $ 8,245       $ 8,994
   Discontinued operations                                       -            (267)           -             -
                                                           -----------    ---------    ----------    ----------
      Net income                                           $  6,812        $ 5,637      $ 8,245       $ 8,994
                                                           ===========    =========    ==========    ==========

Weighted average number of common shares
   outstanding (000s)                                         7,364          7,876        7,418         7,872
Additional shares assuming conversion of stock options          142            188          142           181
                                                           -----------    ---------    ----------    ----------

Weighted average number of common and
   equivalent shares                                          7,506          8,064        7,560         8,053
                                                           ===========    =========    ==========    ==========

Primary earnings per common share:
   Continuing operations                                   $    .91        $   .73      $ 1.09        $ 1.12
   Discontinued operation                                      -              (.03)       -             -
                                                           -----------    ---------    ----------    ----------
      Net income                                           $    .91        $   .70      $ 1.09        $ 1.12
                                                           ===========    =========    ==========    ==========

Fully Diluted Earnings Per Share
   Income from continuing operations                        $ 6,812        $ 5,904      $ 8,245       $ 8,994
   Discontinued operation                                       -             (267)           -             -
                                                           -----------    ---------    ----------    ----------
      Net income                                            $ 6,812        $ 5,637      $ 8,245       $ 8,994
                                                           ===========    =========    ==========    ==========

Weighted average number of common shares
   outstanding (000s)                                         7,364          7,876        7,418         7,872
Additional shares assuming conversion of stock options          182            202          162           214
                                                           -----------    ---------    ----------    ----------

Weighted average number of common and
   equivalent shares                                          7,546           8,078        7,580         8,086
                                                           ===========    =========    ==========    ==========
                              
Fully diluted earnings per common share:
   Continuing operations                                    $   .90        $   .73      $  1.09      $   1.11
   Discontinued operation                                      -              (.03)        -             -
                                                           -----------    ---------    ----------    ----------
      Net income                                           $    .90        $   .70      $ 1.09       $  1.11
                                                           ===========    =========    ==========    ==========
</TABLE>
                                                                   Page 15 of 15

<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>                                              1000
       
<S>                                               <C>
<PERIOD-TYPE>                                   6-MOS
<FISCAL-YEAR-END>                               DEC-31-1997
<PERIOD-END>                                    JUN-29-1997
<CASH>                                                    3168
<SECURITIES>                                                 0
<RECEIVABLES>                                            39437
<ALLOWANCES>                                                 0
<INVENTORY>                                              38803
<CURRENT-ASSETS>                                         85962
<PP&E>                                                  148619
<DEPRECIATION>                                          102684
<TOTAL-ASSETS>                                          164380
<CURRENT-LIABILITIES>                                    37439
<BONDS>                                                  30000
                                        0
                                                  0
<COMMON>                                                 41090
<OTHER-SE>                                               47788
<TOTAL-LIABILITY-AND-EQUITY>                            164380
<SALES>                                                 124592
<TOTAL-REVENUES>                                        124592
<CGS>                                                    89417
<TOTAL-COSTS>                                           110019
<OTHER-EXPENSES>                                             0
<LOSS-PROVISION>                                             0
<INTEREST-EXPENSE>                                        1360
<INCOME-PRETAX>                                          13213
<INCOME-TAX>                                              4968
<INCOME-CONTINUING>                                       8245
<DISCONTINUED>                                               0
<EXTRAORDINARY>                                              0
<CHANGES>                                                    0
<NET-INCOME>                                              8245
<EPS-PRIMARY>                                             1.09
<EPS-DILUTED>                                             1.09

        

</TABLE>


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