<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
ALLTRISTA CORPORATION
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
ALLTRISTA CORPORATION
5875 CASTLE CREEK PARKWAY, NORTH DRIVE, SUITE 440
INDIANAPOLIS, INDIANA 46250-4330
-------------
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1999
-------------
The Annual Meeting of Shareholders of Alltrista Corporation will be held at
Alltrista Corporation, 5875 Castle Creek Parkway, North Drive, Suite 440,
Indianapolis, Indiana, on Wednesday, May 12, 1999, at 8:00 a.m. (EST) for the
following purposes:
1. To elect four directors for three-year terms expiring at the Annual
Meeting of Shareholders to be held in 2002;
2. To ratify the appointment of the firm of Ernst & Young LLP as
independent accountants for 1999; and
3. To transact any other business as properly may come before the meeting,
although it is anticipated that no business will be conducted other than
the matters listed above.
Alltrista Corporation's 1999 annual meeting will be held solely to tabulate
the votes cast and report the results of voting on the matters listed in this
proxy statement. There will be no other business transacted, and it is not
anticipated that any directors or senior executives will be in attendance.
Only holders of Common Stock of record at the close of business on March 19,
1999 are entitled to notice of and to vote at the Annual Meeting or any
adjournment thereof.
A Proxy Statement appears on the following pages. A copy of the Annual
Report for 1998 is being mailed to you with this Notice of Annual Meeting of
Shareholders and Proxy Statement.
By Order of the Board of Directors
Garnet E. King
CORPORATE SECRETARY
March 31, 1999
Indianapolis, Indiana
YOUR VOTE IS IMPORTANT
YOU ARE URGED TO COMPLETE, DATE, SIGN AND RETURN YOUR PROXY IN THE ENCLOSED
ENVELOPE,
OR SUBMIT YOUR PROXY OVER THE TELEPHONE OR INTERNET, AS SOON AS POSSIBLE, SO
THAT YOUR
SHARES CAN BE VOTED AT THE MEETING IN ACCORDANCE WITH YOUR INSTRUCTIONS.
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
<S> <C>
Proxy Statement.................................................................................................... 3
Election of Directors.............................................................................................. 4
Director Nominees and Continuing Directors....................................................................... 4
Voting Securities and Principal Shareholders....................................................................... 6
Security Ownership by Management and Directors..................................................................... 7
Certain Committees of the Board.................................................................................... 7
Board of Directors Meetings........................................................................................ 8
Executive Compensation............................................................................................. 9
Report of the Executive Compensation Committee................................................................... 9
Summary Compensation Table....................................................................................... 12
Long-Term Incentive Plans Awards in Last Fiscal Year............................................................. 13
Aggregated Option Exercises in 1998 and Fiscal Year-End Option Values............................................ 14
Change of Control Arrangements................................................................................... 14
Directors' Compensation.......................................................................................... 15
Shareholder Return Performance Presentation...................................................................... 15
Activities and Ratification of Appointment of Independent Accountants.............................................. 16
Section 16(a) Beneficial Ownership Reporting Compliance............................................................ 16
Shareholder Proposals.............................................................................................. 16
Solicitation and Other Matters..................................................................................... 17
</TABLE>
2
<PAGE>
ALLTRISTA CORPORATION
5875 CASTLE CREEK PARKWAY, NORTH DRIVE, SUITE 440
INDIANAPOLIS, INDIANA 46250-4330
-------------
PROXY STATEMENT
MARCH 31, 1999
-------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 12, 1999
-------------
To Shareholders of Alltrista Corporation:
This Proxy Statement and the accompanying proxy card are furnished to
shareholders in connection with the solicitation by the Board of Directors of
the Corporation of proxies to be voted at the Annual Meeting of Shareholders to
be held on May 12, 1999, and any adjournment thereof, for the purposes stated in
the accompanying notice of the meeting.
Alltrista Corporation's 1999 annual meeting will, as in prior years, be held
solely to report the results of voting on those matters listed in this Proxy
Statement. No presentations or other business matters are planned for the
meeting. A written report of the results of the vote will be mailed to each
shareholder following the meeting.
Please sign, date and return your proxy card, or submit your proxy over the
telephone or Internet, as soon as possible so that your shares can be voted at
the meeting. Any Alltrista stockholder of record desiring to submit their proxy
by telephone or over the Internet will be required to enter the unique control
number imprinted on such holder's Alltrista proxy card, and therefore should
have the proxy card in hand when initiating the session.
- To submit your proxy by telephone, dial 1-800-OK2-VOTE (1-800-652-8683) on
a touch tone telephone, and follow the simple menu instructions provided.
There is no charge for this call.
- To submit your proxy over the Internet, log on to the website
http://www.vote-by-net.com and follow the simple instructions provided.
Similiar instructions are included on the enclosed Alltrista proxy card.
A shareholder of the Corporation who has submitted a proxy may revoke it at
any time before it is voted, but only by executing and returning to the
Corporate Secretary at 5875 Castle Creek Parkway, North Drive, Suite 440,
Indianapolis, Indiana 46250-4330, a proxy bearing a later date, by giving
written notice of revocation to the Corporate Secretary, or by attending the
meeting and voting in person. Attendance at the meeting does not, by itself,
revoke a proxy.
A copy of the Annual Report to Shareholders of the Corporation, including
financial statements and a description of its operations for the year 1998, has
been mailed to each shareholder of record as of March 19, 1999, with this Proxy
Statement. The approximate mailing date of this Proxy Statement and the
accompanying proxy card is March 31, 1999.
3
<PAGE>
ELECTION OF DIRECTORS
Under the Corporation's Articles of Incorporation, the Board of Directors of
the Corporation is divided into three classes, as nearly equal in number as
possible. One of the three classes is elected each year to succeed the directors
whose terms are expiring. Directors hold office until the annual meeting for the
year in which their terms expire or for the year next following their seventieth
birthday and until their successors are elected and qualified unless, prior to
that time, they have resigned, retired, or otherwise left office.
The nominees for whom the enclosed proxy is intended to be voted are set
forth below. All nominees have consented to be named as candidates in the Proxy
Statement and have agreed to serve if elected. It is not contemplated that any
of these nominees will be unavailable for election, but if such a situation
should arise, the Board of Directors may select a substitute nominee, and in
that event such shares will be voted for the person so selected. If a substitute
is not so selected, such shares will be voted for the election of the remaining
nominees. The Board has no reason to believe that any of the nominees will be
unable to serve. In accordance with the Indiana Business Corporation Law,
directors are elected by a plurality of the votes cast by the shares entitled to
vote in the election at a meeting at which a quorum is present. Abstentions and
broker non-votes are considered neither a vote "for" nor "against" the nominees.
Set forth below for each director nominee and continuing director are his or
her principal occupation and employment during the past five years and certain
other information.
DIRECTOR NOMINEES AND CONTINUING DIRECTORS
TO BE ELECTED FOR A TERM OF THREE YEARS UNTIL THE 2002 ANNUAL MEETING (CLASS
III)
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ------------------------ --- ---------- -----------------------------------------------------------------------------
<S> <C> <C> <C>
William A. Foley 51 1995 Mr. Foley was elected Chairman, President and Chief Executive Officer of
LESCO, Inc. in October 1994. Mr. Foley joined LESCO, Inc. in July 1993 as
President, Chief Executive Officer and a director. Mr. Foley was President
and Chief Executive Officer of Imperial Wallcoverings, Inc., a wallpaper
producer and a subsidiary of Collins & Aikman, Inc., from October 1990 until
February 1993. Mr. Foley also serves as a director of Libbey, Inc.
Douglas W. Huemme 57 New Mr. Huemme has been Chairman, President and Chief Executive Officer of Lilly
Nominee Industries, Inc. since prior to 1993. Mr. Huemme was elected director of
Lilly Industries, Inc. in 1990. Mr. Huemme also serves as a director of First
Indiana Corporation and The Somerset Group, Inc.
William L. Peterson 69 1993 Mr. Peterson has been Chairman of the Corporation since May 1993. Mr.
Peterson was Chief Executive Officer from April 1993 until his retirement
from the Corporation in December 1994, and was President of the Corporation
from April 1993 until March 1994. Mr. Peterson also is a director of ANB
Corporation.
Patrick W. Rooney 63 1993 Mr. Rooney has been Chairman and Chief Executive Officer of Cooper Tire &
Rubber Company since January 1999. He served as Chairman, President, and
Chief Executive Officer of Cooper Tire & Rubber Company from October 1994 to
December 1998. From January 1992 until October 1994, Mr. Rooney served as
President and Chief Operating Officer of Cooper Tire & Rubber Company. Mr.
Rooney was named President and elected a director of Cooper Tire & Rubber
Company in February 1990. Mr. Rooney also serves as a director of Huffy
Corporation.
</TABLE>
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR
THE ELECTION OF EACH NOMINEE FOR DIRECTOR NAMED ABOVE.
4
<PAGE>
TERMS EXPIRING AT THE 2000 ANNUAL MEETING (CLASS I)
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ------------------------ --- ----------- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Thomas B. Clark 53 1994 Mr. Clark has been President and Chief Executive Officer of the Corporation
since January 1995. Mr. Clark was elected a director of the Corporation in May
1994 and served as President and Chief Operating Officer of the Corporation
from March 1994 until December 1994. From April 1993 to February 1994, Mr.
Clark served as Senior Vice President and Chief Financial Officer of the
Corporation. Mr. Clark also is a director of First Merchants Corporation.
David L. Swift 62 1993 Mr. Swift retired from Acme-Cleveland Corporation, a manufacturer of
communications, motion control and measurement products, in July 1996. Before
his retirement, he was Chairman, President and Chief Executive Officer of
Acme-Cleveland Corporation since January 1993. Mr. Swift served as President
and Chief Executive Officer of Acme-Cleveland Corporation from April 1987 until
January 1993. Mr. Swift also serves as a director of CUNO Incorporated and Twin
Disc, Incorporated.
</TABLE>
TERMS EXPIRING AT THE 2001 ANNUAL MEETING (CLASS II)
<TABLE>
<CAPTION>
DIRECTOR
NAME AGE SINCE BUSINESS EXPERIENCE DURING THE PAST FIVE YEARS
- ------------------------ --- ----------- -------------------------------------------------------------------------------
<S> <C> <C> <C>
Richard L. Molen 58 1993 Mr. Molen retired from Huffy Corporation in December 1997. Before his
retirement, he was Chairman, President and Chief Executive Officer of Huffy
Corporation since September 1994. Mr. Molen served as President and Chief
Executive Officer of Huffy Corporation since April 1993, and has served on its
Board of Directors since June 1984. From April 1986 until April 1993, he was
President and Chief Operating Officer of Huffy Corporation. Mr. Molen also
serves as a director of Huntington Bank and Duriron Company.
Lynda W. Popwell 54 1997 Ms. Popwell began serving as President, Carolina Eastman Division of Eastman
Chemical Company in January 1998 and from August 1995 until December 1997, she
was Vice President, Health, Safety, Environment and Security and Vice
President, Quality of Eastman Chemical Company. Ms. Popwell served as Vice
President, Tennessee Eastman Division from October 1994 until July 1995 and
from February 1993 until September 1994 served as Superintendent, Acid Division
of Tennessee Eastman Division, a division of Eastman Chemical Company.
</TABLE>
5
<PAGE>
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
At the close of business on March 19, 1999, there were outstanding and
entitled to vote 6,768,680 shares of Common Stock. Each share of Common Stock is
entitled to one vote.
So far as is known to the Board of Directors, the following table indicates
the only beneficial owners of more than five percent of the Corporation's
outstanding Common Stock as of March 19, 1999. The information shown below is
derived from the latest reports provided to the Corporation by the entities
named below. Unless otherwise noted, the Corporation believes that the persons
named in this table have sole voting and dispositive power with respect to the
shares listed.
<TABLE>
<CAPTION>
NAME AND ADDRESS OF BENEFICIAL OWNER SHARES BENEFICIALLY OWNED PERCENT OF CLASS
- -------------------------------------------------------- -------------------------- -----------------
<S> <C> <C>
Sanford C. Bernstein & Co., Inc......................... 677,530(1) 10.01%
767 Fifth Avenue
New York, NY 10153
David L. Babson & Co. Inc............................... 539,500 7.97
One Memorial Drive
Cambridge, MA 02142-1300
First Manhattan Co...................................... 491,646(2) 7.26
437 Madison Avenue
New York, NY 10022-7002
The Prudential Insurance Company of America............. 480,500(3) 7.10
751 Broad Street
Newark, NJ 07102-3777
Neuberger & Berman, LLC................................. 411,600(4) 6.08
605 Third Avenue
New York, NY 10158-3698
Lazard Freres & Company, LLC............................ 448,400 6.62
30 Rockefeller Plaza
New York, NY 10020
</TABLE>
- --------------
(1) Includes 10,005 shares for which voting power is shared.
(2) Includes (i) 86,650 shares for which beneficial ownership is disclaimed,
(ii) 1,000 shares for which dispositive power is disclaimed, (iii) 478,776
shares for which voting power is shared, and (iv) 483,596 shares for which
dispositive power is shared.
(3) Includes 45,300 shares for which voting and dispositive power is shared.
(4) Includes 411,600 shares for which dispositive power is shared.
6
<PAGE>
SECURITY OWNERSHIP BY MANAGEMENT AND DIRECTORS
The following table lists the beneficial ownership of Common Stock of the
Corporation, as of the close of business on March 19, 1999, held by director
nominees, continuing directors, each of the non-director executive officers
named in the Summary Compensation Table, and all directors and executive
officers as a group. Unless otherwise noted, the beneficial owner has sole
voting and investment power.
<TABLE>
<CAPTION>
SHARES BENEFICIALLY
NAME OF BENEFICIAL OWNER OWNED(1) PERCENT OF CLASS
- ------------------------------------------------------------------ -------------------------- -----------------
<S> <C> <C>
Kevin D. Bower.................................................... 15,046 *
Thomas B. Clark................................................... 72,432(2) 1.07
William A. Foley.................................................. 2,650 *
Jerry T. McDowell................................................. 54,742 *
Larry D. Miller................................................... 33,598 *
Richard L. Molen.................................................. 3,400 *
William L. Peterson............................................... 82,938(3) 1.23
Lynda W. Popwell.................................................. 1,425 *
Patrick W. Rooney................................................. 2,800 *
David L. Swift.................................................... 4,100 *
J. David Tolbert.................................................. 5,036 *
All of the above and present executive officers as a group (13
persons)......................................................... 281,508 4.16
</TABLE>
- --------------
* Less than 1%
(1) The shares shown include the following shares that may be purchased pursuant
to stock options that are exercisable within 60 days of March 19, 1999: Mr.
Bower, 12,625 shares; Mr. Clark, 39,840 shares; Mr. McDowell, 42,300 shares;
Mr. Miller, 18,604 shares; Mr. Tolbert, 3,563 shares; Mr. Foley, 2,350
shares; Mr. Molen, 3,050 shares; Mr. Peterson, 2,000 shares; Ms. Popwell,
1,000 shares; Mr. Rooney, 2,000 shares, and Mr. Swift, 3,400 shares.
(2) Includes 29,791 shares held in trust for which he disclaims any beneficial
ownership.
(3) Includes 2,701 shares held in trust for which he disclaims any beneficial
ownership.
CERTAIN COMMITTEES OF THE BOARD
The standing committees of the Board of Directors are the Audit, Executive
Compensation, Nominating and Strategy Committees.
AUDIT COMMITTEE
The Audit Committee is comprised of four directors, Messrs. Swift (Committee
Chairman), Peterson and Rooney and Ms. Popwell. The duties of the Audit
Committee are to: (a) recommend for nomination by the Board of Directors the
independent certified public accountants who shall conduct the annual audit of
the Corporation; (b) assist the Board of Directors in fulfilling its fiduciary
responsibilities relating to corporate accounting and reporting practices
through review of accounting principles, policies, and changes thereto,
financial statements, and general financial disclosure procedures; (c) maintain,
through periodic meetings, a direct line of communication with the independent
accountants to provide for exchanges of views and information; and (d) review
management's evaluation of the adequacy of the Corporation's internal control
structure and the extent to which major recommendations made by the independent
accountants have been implemented. The Audit Committee met three times during
1998.
EXECUTIVE COMPENSATION COMMITTEE
The Executive Compensation Committee is comprised of four directors, Messrs.
Foley (Committee Chairman), Molen, Peterson and Swift. The duties of the
Executive Compensation Committee are to: (a) approve the salaries of all elected
corporate officers and other employees of the Corporation, as the Board of
Directors may determine and direct from time to time; (b) approve the
Corporation's schedule of salary ranges and grades for all salaried employees;
(c) approve the Corporation's schedule for approval signatures to be required
for salary and employee status changes; (d) approve the Corporation's incentive
compensation program, including its design, administration, participation basis
and participation rates, as they apply to all elected corporate officers and
other employees of the Corporation, as the Board of Directors may determine and
direct from time to time; (e) approve major salaried employee benefit plans and
changes thereto, including plan additions, terminations, and discontinuations;
(f) direct the administration of the
7
<PAGE>
Corporation's long-term equity incentive plans and deferred compensation plans
in accordance with such plans; (g) designate from time to time those officers
and other key employees of the Corporation and its subsidiaries to whom equity
awards are to be granted, approve the quantity of such awards granted from time
to time to any individual, and determine the exercise price of any options
granted; and (h) perform such other functions with respect to employee
compensation as may be requested by the Board of Directors. The Executive
Compensation Committee met three times during 1998.
NOMINATING COMMITTEE
The Nominating Committee is comprised of four directors, Messrs. Molen
(Committee Chairman), Clark, Foley and Rooney. The duties of the Nominating
Committee are to review and make recommendations regarding: (a) the organization
and structure of the Board; (b) the candidate for Chairperson of the Board; (c)
the qualifications for director candidates; (d) the candidates for election to
the Board; and (e) the effectiveness of the Board and each director in the
corporate governance process. The Nominating Committee met once during 1998. The
Nominating Committee seeks potential nominees for Board membership in a number
of ways and will consider nominees recommended by shareholders. Any such
recommendation should be in writing and addressed to the Corporate Secretary,
Alltrista Corporation, 5875 Castle Creek Parkway, North Drive, Suite 440,
Indianapolis, Indiana 46250.
STRATEGY COMMITTEE
The Strategy Committee is comprised of four directors, Messrs. Swift
(Committee Chairman), Clark, Foley, and Molen. The duties of the Strategy
Committee are to: (a) review the major business strategies of the Corporation as
formulated by management; (b) provide counsel to management regarding elements
of strategy; and (c) to provide a continuing interface between management and
the Board of Directors with respect to corporate level strategy. The Strategy
Committee met three times during 1998.
BOARD OF DIRECTORS MEETINGS
The Board of Directors met five times during 1998. All directors of the
Corporation's Board of Directors attended at least 75 percent of the aggregate
of (1) the total number of meetings of the Board of Directors and (2) the total
number of meetings held by all committees of the Board on which they served.
8
<PAGE>
EXECUTIVE COMPENSATION
REPORT OF THE EXECUTIVE COMPENSATION COMMITTEE
INTRODUCTION
The Corporation's Executive Compensation Committee ("Committee") consists of
four directors, all of whom have considerable experience in executive
compensation issues and management development. No member of the Committee,
except Mr. Peterson, has ever been an officer or employee of the Corporation,
nor is there a direct or indirect relationship between any of the members of the
Committee and any of the Corporation's executive officers.
The Board of Directors of the Corporation has established certain benefit
plans. These plans currently include the Alltrista Corporation 1993 Economic
Value Added Incentive Compensation Plan for Key Members of Management ("EVA
Plan"), the Alltrista Corporation 1993 Deferred Compensation Plans ("Deferred
Compensation Plans"), the Alltrista Corporation Excess Savings and Retirement
Plan ("Excess Savings and Retirement Plan"), the Alltrista Corporation 1996
Employee Stock Purchase Plan, the Alltrista Corporation 1997 Deferred
Compensation Plan for Directors, and the Alltrista Corporation 1998 Long-Term
Equity Incentive Plan (the "Equity Plan").
The Committee annually determines compensation of the Corporation's senior
management and its executive officers, oversees the administration of executive
programs, and has approved a compensation philosophy for the Corporation, which
is described below.
EXECUTIVE COMPENSATION PHILOSOPHY
The basic elements of the Corporation's compensation philosophy are to
provide competitive annual compensation combined with long-term reward
opportunities and risks by linking management's compensation to the
Corporation's success in creating value for its shareholders. The total
compensation package, which includes base salary, incentive compensation and
long-term incentive opportunities in the form of stock, is designed to allow the
Corporation to attract, motivate, and retain top quality executive officers.
An executive's total compensation, including the Chief Executive Officer's,
is determined after a subjective review of the executive's objectives and
performance compared to peers within the Corporation. The Corporation also
compares the pay of executives in similar positions of other manufacturing firms
of similar size (based upon sales, business activity and total employment) as
reflected in studies and salary surveys prepared by compensation consulting
firms, which are among those most widely used. The comparison is made against a
data base of many industrial corporations rather than only companies in the
various industries in which the Corporation does business because the Committee
believes industrial corporations generally represent the Corporation's most
direct competitors for executive talent.
The combination of base salary and target incentive compensation is intended
to result in compensation ranges having an upper limit which is approximately
20% above, and a lower limit which is approximately 20% below, median levels of
comparable industrial companies for equivalent positions. The target
compensation level within the 20% range above and below the median for each
executive, other than the Chief Executive Officer, is established based on
recommendations from the Chief Executive Officer, together with the Committee's
consideration of the executive's responsibilities and individual performance
versus predetermined personal goals and objectives. Target total compensation
for Mr. Clark was within the established percentile range for 1998.
CASH COMPENSATION
For 1998, base salaries and target incentive compensation participation
rates (percentage of base salary) for the Corporation's executive officers were
established by the Committee. Base salary and incentive compensation (total cash
compensation) earned in 1998 by the Named Executive Officers are reflected in
the "Salary" and "Bonus" columns in the Summary Compensation Table.
Once the appropriate target total compensation for an executive is
established, base salary is determined by dividing total target compensation by
the sum of one plus the executive's incentive compensation participation rate.
For example, Mr. Clark's incentive compensation participation rate for 1998 was
65%. Accordingly, his base salary was calculated by dividing his target total
compensation by 1.65. Consequently, when target performance as defined in the
EVA Plan is attained, Mr. Clark will be paid a total compensation which equals
the amount established by the Committee as appropriate for his performance when
compared to executives in similar positions at other companies. Target incentive
compensation participation rates are set by level of responsibility and
represent a greater proportion of total compensation as the responsibility of
the executive increases. As a result, senior executives have a significant
portion of total compensation "at risk" and dependent on increasing economic
value. The 1998 target incentive compensation for Mr. Clark was 65% of his base
salary; for Mr. McDowell and Mr. Bower, 50% of their base salary; for
9
<PAGE>
Mr. Miller 35% of his base salary; and for Mr. Tolbert 30% of his base salary.
The award to Mr. McDowell is based 75% on the actual performance of the Metals
Group for which he is responsible and 25% on the actual performance of the
Plastics Group; these proportions are intended to incentivize inter-group
cooperation. For the year ended December 31, 1998, incentive compensation for
corporate level participants was paid at 1.36 times the target incentive
compensation established under the EVA Plan.
The EVA Plan awards incentive compensation to the Named Executive Officers,
as defined below, based upon actual performance of the Corporation relative to
Economic Value Added ("EVA") targets, and the awards of the individuals in each
division are based on the actual performance of the respective divisions
relative to their individual EVA target. The EVA Plan recognizes the correlation
between changes in EVA and changes in the Corporation's market value. Generally,
increases in EVA will result in total compensation which exceeds target total
compensation, maintenance of EVA will result in total compensation equivalent to
target total compensation, and reductions in EVA will result in total
compensation which is less than target total compensation. The program applies
to all key employees and all executive officers, including the Chief Executive
Officer.
Incentive compensation is not, in part or in total, discretionary, but
instead is driven by actual EVA compared to an established target. The target
return on invested capital ("EVA target") for any year is determined in
accordance with the provisions of the EVA Plan. The EVA target for a year is a
function of the prior year's target, adjusted up or down depending on the prior
year's actual performance versus the prior year's target, i.e., if actual
performance exceeds target, the target for the following year is increased by a
portion of such excess; if actual performance is less than target, the target
for the following year is reduced by a portion of such shortfall. This
adjustment process is carried out according to a specific formula and is not
discretionary. The purpose of the EVA Plan is to encourage sustained value
creation by the management of the Corporation by establishing a direct link
between EVA achieved and incentive compensation payments. This approach
establishes a link between shareholder value and incentive compensation.
There is no maximum on the annual amount of incentive compensation which can
be earned; however, incentive compensation earned in any year in excess of two
times the individual's target incentive compensation is accrued in a contingent
"bank." The amount of incentive compensation earned in a year may be negative,
in which case such negative amount is applied against any positive bank balance
resulting from prior years' performance, and may result in a negative bank
balance. One-third of the beginning of the year bank balance, after
consideration of any negative incentive compensation from the current year, is
paid to the individual in combination with the current year's incentive
compensation. If an individual has a negative bank balance at the beginning of
the year and earns incentive compensation for the year, up to one-third of the
amount earned in excess of the individual's target incentive compensation for
the year is used to reduce the negative bank balance. Positive bank balances
remain completely at risk at all times except in the event of death or
disability. A positive bank balance at death or disability will be paid in full
without adjustments for negative performance in the year following such death or
disability. Upon retirement, the bank balance will be paid in full after
adjustments for any negative performance in the year following the year of
retirement. The bank balance will be forfeited upon any other termination of
employment.
Certain participants in the EVA Plan, which include all of the Named
Executive Officers, may elect to receive in cash all or any part of the
incentive compensation payable, with the remaining portion deferred under
various deferred compensation options selected by the participant. The
participant may elect to have the deferrals paid at a future date, either in a
lump sum or in up to fifteen substantially equal annual installments.
LONG-TERM, EQUITY-BASED EMPLOYEE INCENTIVE COMPENSATION
The Corporation's Long-Term Equity Incentive Plan (the "Equity Plan") is
designed to give the Board discretion and flexibility in designing incentive
compensation packages to motivate executive officers and key employees to
maximize shareholder value. Pursuant to the Equity Plan, the Board may issue to
nonemployee directors, executive officers and key employees of the Corporation
incentive stock options, nonqualified stock options, restricted stock, stock
equivalent units, stock appreciation rights and other stock-related forms of
incentive compensation. The specific types and size of awards to be granted
(other than Director Options) and the terms and conditions of such awards will
be determined by the Committee subject to the provisions of the Equity Plan.
Pursuant to the provisions of the Equity Plan the Committee implemented a
long-term incentive plan in 1998. This plan provides for the award of stock
equivalent units to select key employees, including the Named Executive
Officers. Participants receive an award for a target number of stock equivalent
units and have the right to convert these units into
Common Shares of the Company provided that specified levels of performance for a
three-year period as established by the Committee are achieved. In the event
that a minimum level of performance is not achieved no stock equivalent units
may be converted and such units are forfeited. If actual performance exceeds
target, participants are able to earn additional stock equivalent units subject
to a maximum of 150% of the original award. The performance period for the
10
<PAGE>
initial phase of this plan is fiscal years 1998, 1999, and 2000. In 1998, Mr.
Clark received an award of 7,000 stock equivalent units under this plan.
Under the Corporation's Equity Plan, stock options may be granted to the
Corporation's executive officers and other key employees. The Committee has set
guidelines which determine the number of shares to be granted and the frequency
of stock option awards. These guidelines, which are applicable to all
participants including the Chief Executive Officer, provide that awards will
generally be based upon the employee's position within the Corporation and a
subjective review of the employee's performance. Any such decision would be
subjective in nature and not based upon any objective factors. The stock option
awards to each individual are not conditioned on the number of previously
granted options. All awards are made by the Committee, which has the discretion
to elect not to award stock option grants. Stock options are granted with an
exercise price equal to the closing market price of the Common Stock on the date
of the grant and become exercisable at a rate of 25% annually beginning on the
first anniversary of the grant. There were no stock options granted to the Named
Executive Officers in 1998.
The Corporation's Equity Plan allows the Committee to award grants of shares
of restricted stock to select key employees, including the Named Executive
Officers but primarily under circumstances associated with initial employment or
a significant increase in responsibility. Mr. Clark, Chief Executive Officer,
holds no restricted stock. Among other restrictions, the Equity Plan requires
that any restricted stock issued on which the restrictions have not lapsed must
be returned to the Corporation if the employee's employment with the Corporation
is terminated for any reason other than death or disability. The restrictions on
all grants made through December 31, 1998 lapse at a rate of 20% annually
beginning on the first anniversary of the award. The Committee may grant shares
of restricted stock whose restrictions lapse as a function of parameters other
than the passage of time. The holders of restricted stock have a right to vote
the shares and receive dividends, if declared. There were no restricted stock
grants to the Named Executive Officers in 1998.
The Committee believes that the total compensation package has been designed
to motivate executive officers and focus on increasing the market value of the
Corporation's Common Stock. The following tables reflect the compensation
structure being pursued by the Committee.
Respectfully submitted. Executive Compensation Committee
William A. Foley, CHAIRMAN
Richard L. Molen
William L. Peterson
David L. Swift
11
<PAGE>
SUMMARY COMPENSATION TABLE
The following table sets forth a summary of the annual and long-term
compensation of the Chief Executive Officer and the four other most highly
compensated executive officers (the "Named Executive Officers") of the
Corporation for the year ended December 31, 1998 for services in all capacities
to the Corporation.
<TABLE>
<CAPTION>
LONG TERM COMPENSATION
-------------------------------------
AWARD
ANNUAL COMPENSATION ------------------------ PAYOUT
RESTRICTED SECURITIES -----------
-------------------- STOCK UNDERLYING LTIP ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS(1) AWARDS(2) OPTIONS PAYOUTS(3) COMPENSATION(4)
- --------------------------------------- --- --------- --------- ----------- ----------- ----------- -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas B. Clark 1998 $ 281,134 $ 248,523 0 0 $ 4,839 $ 36,597
President and Chief 1997 254,865 165,622 0 7,000 7,259 57,231
Executive Officer 1996 239,230 210,630 0 7,000 10,888 18,971
Kevin D. Bower 1998 149,038 101,346 0 0 1,290 11,218
Senior Vice President 1997 121,634 60,817 $ 49,000 2,500 1,935 9,498
and Chief Financial Officer 1996 110,769 60,101 0 2,500 2,903 7,233
Jerry T. McDowell 1998 209,192 104,596 0 0 11,315 41,780
Group Vice President, 1997 193,769 96,884 $ 49,000 5,000 16,972 58,566
Metal Products 1996 181,538 123,053 0 5,000 25,459 26,409
Larry D. Miller Vice President, 1998 116,769 55,582 0 0 2,184 16,483
Communications and 1997 109,057 38,170 0 1,500 3,276 19,966
Investor Relations 1996 105,807 50,309 0 2,000 4,914 14,583
J. David Tolbert(5) 1998 117,692 48,018 0 0 0 8,680
Vice President, Human
Resources and
Administration
</TABLE>
- --------------
(1) Excludes amounts that were paid from the officer's banked amounts under the
Corporation's EVA Plan for prior performance.
(2) Messrs. Bower and McDowell each were granted 2,000 shares of Common Stock
pursuant to the Alltrista Corporation 1993 Restricted Stock Plan which vests
at a rate of 20% per year. Of the original grants, Mr. Bower held 1,600
shares of restricted stock having a market value of $38,400 as of December
31, 1998 and Mr. McDowell held 1,600 shares of restricted stock having a
market value of $38,400 on December 31, 1998. Such shares of restricted
stock are eligible to receive any dividends declared on the Corporation's
Common Stock.
(3) Represents amounts paid from the "bank" under the Corporation's EVA Plan for
prior performance (See "Report of The Executive Compensation Committee,
Long-Term EVA Plan Compensation").
(4) The amounts shown in the All Other Compensation column for 1998 are
comprised as follows:
Mr. Clark -- above-market interest on deferred compensation account,
$8,959; life insurance premiums, $1,074; long term disability premiums,
$1,697; the Corporation's match on the employee's 401(k) contribution,
$6,400; the Corporation's additional contribution to the employee's
401(k), $4,800; the Corporation's contribution to the excess savings and
retirement account for 1998, $13,667.
Mr. Bower -- life insurance premiums, $1,074; long term disability
premiums, $982; the Corporation's match on the employee's 401(k)
contribution, $5,961; the Corporation's additional contribution to the
employee's 401(k), $2,400; the Corporation's contribution to Employee
Stock Purchase Plan, $25; the Corporation's contribution to the excess
savings and retirement account for 1998, $776.
Mr. McDowell -- above-market interest on deferred compensation account,
$16,417; life insurance premiums, $1,074; long term disability premium,
$1,385; the Corporation's match on the employee's 401(k) contribution,
$6,400; the Corporation's additional contribution to the employee's
401(k), $7,200; the Corporation's contribution to the excess savings and
retirement account for 1998, $9,304.
Mr. Miller -- life insurance premiums, $834; long term disability
premiums, $695; the Corporation's match on the employee's 401(k)
contribution, $4,670; the Corporation's additional contribution to the
employee's 401(k), $10,284.
Mr. Tolbert -- life insurance premiums, $819; long term disability
premiums, $668; the Corporation's match on the employee's 401(k)
contribution, $4,707; the Corporation's additional contribution to the
employee's 401(k), $1,431; the Corporation's contribution to Employee
Stock Purchase Plan, $1,055.
(5) Information regarding annual and long-term compensation of Mr. Tolbert for
1997 and 1996 has not been included because he was not a Named Executive
Officer for those years.
12
<PAGE>
LONG-TERM INCENTIVE PLANS
AWARDS IN LAST FISCAL YEAR
The following table summarizes the performance share grants in 1998 for the
Named Executives Officers.
<TABLE>
<CAPTION>
ESTIMATED FUTURE PAYOUTS UNDER
NON-STOCK PRICE-BASED PLANS(2)
----------------------------------------------
NUMBER OF PERFORMANCE PERIOD THRESHOLD TARGET MAXIMUM
NAME UNITS(1) UNTIL MATURATION (# OF SHARES) (# OF SHARES) (# OF SHARES)
- -------------------------------------------- ----------- ------------------ -------------- -------------- --------------
<S> <C> <C> <C> <C> <C>
Thomas B. Clark............................. 7,000 1998 - 2000 -0- 7,000 10,500
Kevin D. Bower.............................. 2,115 1998 - 2000 -0- 2,115 3,172
Jerry T. McDowell........................... 2,115 1998 - 2000 -0- 2,115 3,172
Larry D. Miller............................. 423 1998 - 2000 -0- 423 634
J. David Tolbert............................ 1,233 1998 - 2000 -0- 1,233 1,849
</TABLE>
- --------------
(1) The first grant of Stock Equivalent Units ("Units") for the performance
period of three consecutive calendar years beginning January 1, 1998 under
the 1998 Performance Share Plan (the "1998 Plan").
(2) Units will be convertible into shares of Common Stock following the end of
the three-year performance period based on the Corporation's actual
performance compared to threshold, target and maximum performance levels
established by the Committee. If the threshold level of performance is not
exceeded, the Units will be forfeited and no shares of Common Stock will be
issued. If the target level of performance is achieved, then Units will be
convertible into shares of Common Stock equal in number to the target number
of shares of Common Stock. If the maximum level of performance is achieved
or exceeded, then Units will be convertible into shares of Common Stock
equal in number to 150% of the target number of shares. The number of shares
into which Units are convertible for levels of performance between threshold
and target and between target and maximum will be based on interpolation. If
a 1998 Plan participant terminates employment prior to the end of the
three-year performance period for any reason other than retirement,
disability or death, the participant forfeits all rights with respect to the
Units.
13
<PAGE>
AGGREGATED OPTION EXERCISES IN 1998
AND FISCAL YEAR-END OPTION VALUES
The following table summarizes the stock options exercised during 1998 and
the stock options outstanding on December 31, 1998 for the Named Executive
Officers.
<TABLE>
<CAPTION>
NUMBER OF SECURITIES VALUE OF UNEXERCISED
UNDERLYING UNEXERCISED IN-THE-MONEY OPTIONS
AT DECEMBER 31, 1998 AT DECEMBER 31, 1998(2)
SHARES ACQUIRED VALUE -------------------------- --------------------------
NAME ON EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
- ---------------------------------------- --------------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. Clark......................... -0- $ 0 34,590 10,500 $ 260,303 $ 25,812
Kevin D. Bower.......................... -0- 0 10,750 3,750 67,593 9,218
Jerry T. McDowell....................... -0- 0 38,675 7,375 372,020 18,218
Larry D. Miller......................... -0- 0 25,085 2,625 261,137 6,437
J. David Tolbert........................ -0- 0 2,814 1,686 15,894 4,168
</TABLE>
- ------------
(1) Before taxes.
(2) Before taxes. The dollar value reported is based on the difference between
the exercise price of the option outstanding and the market price of
Alltrista Common Stock at the close of trading on December 31, 1998. The
closing market price on that date was $24.00 per share.
CHANGE OF CONTROL AGREEMENTS
The Corporation has change of control severance agreements with the Named
Executive Officers. The agreements are effective on a year-to-year basis and
would provide severance benefits in the event of both a change of control of the
Corporation and an actual or constructive termination of employment within two
years after a change in control. Under the agreements, a "change in control" can
occur by virtue, in general terms, of an acquisition by any person of 30 percent
or more of the Corporation's voting shares; a merger in which the shareholders
of the Corporation before the merger own 50 percent or less of the Corporation's
voting shares after the merger; shareholder approval of a plan of liquidation or
to sell or dispose of substantially all of the assets of the Corporation; and
if, during any two-year period, directors at the beginning of the period fail to
constitute a majority of the Board of Directors. "Actual termination" is any
termination other than by death or disability, by the Corporation for cause, or
by the executive other than for constructive termination. "Constructive
termination" means, in general terms, any significant reduction in duties,
compensation or benefits or change of office location from those in effect
immediately prior to the change in control, unless agreed to by the executive.
The severance benefits payable, in addition to base salary and incentive
compensation accrued through the date of termination, shall include (i) three
times current annual base salary and target incentive compensation; (ii) the
bargain element value of then outstanding stock options; (iii) the value of then
outstanding common stock equivalents; (iv) an amount equal to the employer and
matching contributions the individual would have received under the
Corporation's defined contribution plans for a period of 3 years; (v) life,
disability, accident and health benefits for a period of 35 months; (vi) the
amount of any "bank" balance of the individual under the Corporation's EVA Plan;
(vii) outplacement services; and (viii) legal fees and expenses reasonably
incurred in enforcing the agreements.
The agreements were not entered into in response to any effort to acquire
control of the Corporation, and the Corporation is not aware of any such effort.
14
<PAGE>
DIRECTORS' COMPENSATION
A non-employee director who serves as Chairman of the Board will receive as
compensation an annual retainer of $36,000, plus meeting fees at the same rate
as those for other non-employee directors. Directors who are not employees of
the Corporation receive as compensation an annual retainer of $12,000 and an
annual fee of $1,500 for serving as chairman of a Board committee. In addition,
non-employee directors will be paid a fee of $750 for attendance at each Board
of Directors' meeting, $600 per day for attendance at one or more committee
meetings, $625 for participation in a telephonic Board of Directors' meeting,
and $500 for participation in a telephonic committee meeting. Directors who are
also employees of the Corporation receive no additional compensation for their
service on the Board or on any Board committee.
The Corporation's Equity Plan authorizes the grant of an option to acquire
1,000 shares of the Corporation's Common Stock on April 30 of each year to each
non-employee director. Ms. Popwell and Messrs. Foley, Molen, Rooney and Swift
each received 1,000 share grants in 1998. The exercise price for each share of
the Corporation's Common Stock subject to the option granted to such director
will be equal to the fair market value of a share of the Corporation's Common
Stock as of the date such option is granted. The option will be a non-qualified
option and will expire ten years after the date it is granted. The option will
become exercisable at the earlier of one year subsequent to the date the option
was granted or upon the optionee's death, disability or attainment by the
optionee of age 70.
SHAREHOLDER RETURN PERFORMANCE PRESENTATION
Set forth below is a graph comparing the shareholder return from December
31, 1993, through December 31, 1998, for the Corporation, the Dow Jones Equity
Market Index, and the Dow Jones Industrial--Diversified Index. The graph assumes
that the beginning value of the Common Stock of the Corporation on each index
was $100.
COMPARISON OF CUMULATIVE TOTAL RETURN AMONG ALLTRISTA, DOW JONES
EQUITY MARKET INDEX AND DOW JONES INDUSTRIAL--DIVERSIFIED INDEX
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
D.J. INDUSTRIAL - DIVERSIFIED
DOLLARS ALLTRISTA D.J. EQUITY MARKET INDEX INDEX
<S> <C> <C> <C>
December 31, 1993 $100 $100 $100
December 31, 1994 $116 $101 $92
December 31, 1995 $106 $139 $120
December 31, 1996 $151 $171 $155
December 31, 1997 $167 $229 $204
December 31, 1998 $141 $294 $234
</TABLE>
<TABLE>
<CAPTION>
DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31, DECEMBER 31,
1993 1994 1995 1996 1997
<S> <C> <C> <C> <C> <C>
ALLTRISTA...................... $ 100 $ 116 $ 106 $ 151 $ 167
D.J. EQUITY.................... 100 101 139 171 229
D.J. INDUSTRIAL --
DIVERSIFIED................... 100 92 120 155 204
<CAPTION>
DECEMBER 31,
1998
<S> <C>
ALLTRISTA...................... $ 141
D.J. EQUITY.................... 294
D.J. INDUSTRIAL --
DIVERSIFIED................... 234
</TABLE>
The Dow Jones Industrial -- Diversified Index was selected for comparison
purposes since the Corporation is a multi-industry company. This index is
comprised of companies that participate in two or more industries in the
industrial market sector or whose products are used in many different
industries.
15
<PAGE>
ACTIVITIES AND RATIFICATION OF APPOINTMENT OF INDEPENDENT ACCOUNTANTS
During 1998, Ernst & Young LLP rendered audit and nonaudit services to the
Corporation. Audit services included examinations of the consolidated financial
statements required to be filed, reviews of quarterly financial data and filings
with the Securities and Exchange Commission. Nonaudit services included advice
and consultations relating to a disposition then being considered by the
Corporation.
The Board of Directors recommends that the shareholders vote for
ratification of the appointment of Ernst & Young LLP as independent public
accountants for 1999. If the appointment of Ernst & Young LLP is not ratified by
the shareholders, the Audit Committee will select another firm of independent
public accountants for 1999. Representatives of Ernst & Young LLP are not
expected to be present at the Annual Meeting of Shareholders, and thus will not
be available to respond to questions from, and to make a statement, to the
shareholders.
THE BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE
RATIFICATION OF THE APPOINTMENT OF ERNST & YOUNG LLP
AS INDEPENDENT ACCOUNTANTS FOR 1999.
SECTION 16(A) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The Corporation believes that during 1998 its executive officers and
directors complied with all Section 16 filing requirements under Section 16(a)
of the Securities Exchange Act of 1934 "with the exception of one late report
for Lynda W. Popwell. Ms. Popwell inadvertently neglected to file with the
Securities and Exchange Commission a Form 4 within the appropriate filing period
to report a purchase of shares. The information has since been provided to the
Commission.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2000 Annual
Meeting must be in writing and received by the Corporate Secretary at the
Corporation's principal executive offices, 5875 Castle Creek Parkway, North
Drive, Suite 440, Indianapolis, Indiana 46250, by December 2, 1999, for
inclusion in the Corporation's 2000 Proxy Statement. In order to be considered
timely under the Corporation's By-Laws, as amended, shareholder proposals and
shareholder nominations of candidates for election to the Board of Directors
intended to be presented at the 2000 Annual Meeting, but not included in the
Corporation's 2000 Proxy Statement, must be in writing and received by the
Corporate Secretary at the address set forth in the immediately preceding
sentence not later than February 12, 2000 and not earlier than January 13, 2000.
16
<PAGE>
SOLICITATION AND OTHER MATTERS
The cost of soliciting proxies will be paid by the Corporation. In addition
to solicitations by mail, some directors, officers and regular employees of the
Corporation, without extra remuneration, may conduct solicitations by telephone,
facsimile and personal interview. The Corporation will reimburse brokerage firms
and other custodians, nominees and fiduciaries for reasonable expenses incurred
by them in sending proxy material and annual reports to the beneficial owners of
Common Stock. In addition, the Corporation has engaged Beacon Hill Partners,
Inc. to assist it in the solicitation of proxies, for a fee of approximately
$2,500, plus out-of-pocket expenses.
As of the date of this Proxy Statement, the Board of Directors of the
Corporation has no knowledge of any matters to be presented for consideration at
the meeting other than those referred to above. However, persons named in the
accompanying form of proxy shall have the authority to vote such proxy as to any
other matters which do properly come before the meeting and as to matters
incidental to the conduct of the meeting, according to their discretion.
By Order of the Board of Directors
Garnet E. King
CORPORATE SECRETARY
March 31, 1999
Indianapolis, Indiana
17
<PAGE>
[LOGO]
<PAGE>
/X/Please mark your
votes as in
this example
This proxy when properly executed will be voted in the manner directed
herein by the undersigned stockholder(s). If no direction is made, this proxy
will be voted FOR the proposals 1 and 2.
FOR WITHHELD authority for all Nominees
1. Election of / / / / Nominees:
Directors 01. William A. Foley
02. Douglas W. Huemme
03. William L. Peterson
04. Patrick W. Rooney
For, except vote withheld from the following nominee(s)
- ---------------
FOR AGAINST ABSTAIN
2. Proposal to approve the appointment of / / / / / /
Ernst & Young LLP as the independent
public accountants of the Corporation.
3. In their discretion, the proxies are authorized to vote upon such other
business as properly may come before the meeting.
Please sign exactly as name appears at left. When
signing as attorney, executor, administrator,
trustee, or guardian, please give full titles as such.
If a corporation, please sign in full corporate name
by President or other authorized officer. If a
partnership, please sign in partnership name by
authorized person.
----------------------------------------
Signature Date
----------------------------------------
Signature (if held jointly) Date
Note: Please sign name exactly as your name appears on the Stock Certificate.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title. If more than one trustee, all should sign. All joint owners
must sign.
TRIANGLE FOLD AND DETACH HERE TRIANGLE
Alltrista Corporation stockholders can now submit their proxies over the
telephone or the Internet. This eliminates the need to return the proxy card.
To submit your proxies over the telephone or the Internet you must have your
proxy card and Social Security Number available. The three-part Voter Control
Number (including the # signs) that appears in the box just below the
perforation must be used in order to submit your proxy by telephone or over
the Internet. These systems can be accessed 24 hours a day, seven days a week
up until the day prior to the meeting.
1. To submit your proxy over the telephone:
On a touch tone telephone call 1-800-OK2-VOTE (1-800-652-8683).
2. To submit your proxy over the Internet:
Log on to the Internet and go to the website http://www.vote-by-net.com.
Your vote over the telephone or the Internet instructs the Proxies in the
same manner as if you marked, signed, dated and returned your proxy card.
If you choose to submit your proxy over the telephone or the Internet, there
is no need for you to mail back your proxy card.
Your vote is important. Thank you for voting.
<PAGE>
ALLTRISTA CORPORATION PROXY/VOTING INSTRUCTION CARD
P R O X Y
5875 Castle Creek Parkway, North Drive, Suite 440, Indianapolis, IN 46250
-------------------------------------------------------------------------
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS FOR THE ANNUAL
MEETING ON MAY 12, 1999.
The undersigned hereby appoints Kevin D. Bower, Jerry T. McDowell, Larry D.
Miller, and each or any of them as Proxies, with full power of substitution,
to vote all shares of Alltrista Corporation Common Stock entitled to be voted
by the undersigned for the election of directors and on Proposal 2 referred
to on the reverse side of this Proxy Card and described in the Proxy
Statement, and on any other business as properly may come before the Annual
Meeting of Shareholders on May 12, 1999, or any adjournment thereof.
THIS PROXY WILL BE VOTED AS DIRECTED. IF NO DIRECTION IS GIVEN, THIS PROXY
WILL BE VOTED FOR ITEMS 1 AND 2.
Election of four Directors. Nominees are:
William A. Foley, Douglas W. Huemme, William L. Peterson, Patrick W. Rooney
IF YOU DO NOT SUBMIT YOUR PROXY BY TELEPHONE OR OVER THE INTERNET, PLEASE
SIGN AND DATE ON THE REVERSE SIDE AND MAIL PROMPTLY IN THE ENCLOSED ENVELOPE.
|SEE REVERSE|
| SIDE |
TRIANGLE FOLD AND DETACH HERE TRIANGLE
YOU CAN NOW...
SUBMIT YOUR PROXY OVER
THE INTERNET OR BY TELEPHONE!
(SEE REVERSE SIDE FOR INSTRUCTIONS)
