<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
ALLTRISTA CORPORATION
- -------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -------------------------------------------------------------------------------
(Title of Class of Securities)
020040101
- -------------------------------------------------------------------------------
(CUSIP Number of Class of Securities)
Marlin Partners II, L.P.
Attn: Martin Franklin
555 Theodore Fremd Avenue,
Suite B-302,
Rye, NY 10580
(914)967-9400
- -------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
Copies to:
William J. Grant
Willkie Farr & Gallagher
787 Seventh Avenue
New York, NY 10019
(212) 728-8000
January 5, 2000
- -------------------------------------------------------------------------------
(Date of Event which Requires
Filing of this Schedule)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(b)(3) or (4), check the following: [ ]
<PAGE>
SCHEDULE 13D
- --------------------- ---------------------
CUSIP No. 020040101 Page 2 of 9 Pages
- --------------------- ---------------------
- ----------- -------------------------------------------------------------------
1 NAME OF REPORT PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Marlin Partners II, L.P.
- ----------- -------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ]
(b) [ ]
- ----------- -------------------------------------------------------------------
3 SEC USE ONLY
- ----------- -------------------------------------------------------------------
4 SOURCE OF FUNDS*
WC
- ----------- -------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ----------- -------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------- --------- -----------------------------------------------
7 SOLE VOTING POWER
523,300
--------- -----------------------------------------------
NUMBER OF 8 SHARED VOTING POWER
SHARES
BENEFICIALLY 0
OWNED BY --------- -----------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON WITH 523,300
--------- -----------------------------------------------
10 SHARED DISPOSITIVE POWER
0
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
523,300
- ----------- -------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
- ----------- -------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.7%
- ----------- -------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
PN
- ----------- -------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO
ITEMS 1-7 (INCLUDING EXHIBITS) OF THE
SCHEDULE AND THE SIGNATURE ATTESTATION.
<PAGE>
Item 1. Security and Issuer.
This statement on Schedule 13D relates to the common stock, no par value
(the "Common Stock"), of Alltrista Corporation, an Indiana corporation (the
"Company"), and is being filed pursuant to Rule 13d-1 under the Securities
Exchange Act of 1934, as amended (the "Exchange Act"). The address of the
principal executive offices of the Company is 5875 Castle Creek Parkway, North
Drive, Suite 440, Indianapolis, Indiana 46250.
Item 2. Identity and Background.
(a) This statement is being filed by Marlin Partners II, L.P., a Delaware
limited partnership (referred to herein as, "Marlin II" or the "Reporting
Person"). The general partner of Marlin II is Marlin Management, L.L.C., a
limited liability company organized under the laws of Delaware ("Marlin
Management"). The managing members of Marlin Management are Martin Franklin and
Ian Ashken, who are also the sole executive officers and directors of Marlin
Management.
Mr. Franklin is currently and has been the Chairman and Chief Executive
Officer of the managing general partner of Marlin Capital, L.P., a private
investment partnership, and its affiliates since October 1996. He is currently
the Chairman of the Board of Directors of Bolle Inc., an Amex company. Mr.
Franklin previously held positions of Chairman and CEO of Lumen Technologies
Inc. (f/k/a BEC Group, Inc.), a NYSE company, from May 1996 to March 1998 and of
its predecessor, Benson Eyecare Corporation, from October 1992 to May 1996 of
which he was also President from November 1993 to May 1996. In addition, Mr.
3 of 9
<PAGE>
Franklin has served as a director of Specialty Catalog Corp., a Nasdaq company,
since 1994, as a director of Corporate Express, Inc., a Nasdaq company, from
April 1999 through November 1999, and as a director of OptiCare Health Systems,
Inc., an Amex company, since August 1999.
Mr. Ashken is currently and has been the Vice Chairman of the managing
general partner of Marlin Capital, L.P., a private investment partnership, and
its affiliates since October 1996 and is also currently the Vice Chairman of
Bolle Inc. and a director of OptiCare Health Systems, Inc. From February 1997
until his appointment as Vice Chairman in December 1998, Mr. Ashken was
Executive Vice President, Chief Financial Officer, Assistant Secretary and
Director of Bolle Inc. Mr. Ashken was Executive Vice President, Chief Financial
Officer and a Director of Lumen Technologies, Inc. from December 1995 to
December 1998 and Chief Financial Officer and Director of Benson from October
1992 to May 1996.
(b) The address of the principal business and principal office of Marlin
II, Marlin Management and Messrs. Franklin and Ashken is 555 Theodore Fremd
Avenue, Suite B-302, Rye, New York 10580.
(c) The present principal business of Marlin II is that of a private
investment fund, engaging in the purchase and sale of securities for investment
for its own account. The present principal business of Marlin Management is that
of a private investment management firm. The principal occupations of Messrs.
4 of 9
<PAGE>
Franklin and Ashken are directing the activities of Marlin Management and its
affiliates.
(d) Neither the Reporting Person, nor, to the best of its knowledge, any of
the directors, executive officers, general partners, or members referred to in
paragraph (a) has, during the last five years, been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors).
(e) Neither the Reporting Person nor, to the best of its knowledge, any of
the directors, executive officers, general partners, or members referred to in
paragraph (a) above has, during the last five years, been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree or final
order enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any violation with
respect to such laws.
(f) Each of the individuals referred to in paragraph (a) above is a citizen
of the United Kingdom and a resident of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
The net investment cost (including commissions) for the 523,300 shares of
Common Stock held by Marlin II was $11,444,742. The funds for the purchase of
such Common Stock were furnished from the investment capital of Marlin II. Item
4. Purpose of Transaction.
The Reporting Person currently intends to hold the shares of Common Stock
for investment purposes only. Marlin II from time to
5 of 9
<PAGE>
time intends to review its investment in the Company on the basis of various
factors, including the Company's business, financial condition, results of
operations and prospects, general economic and industry conditions, the
securities markets in general and those for the Company's securities in
particular, as well as other developments and other investment opportunities.
The Reporting Person does not currently have any present plans or proposals
that relate to or would result in any of the actions required to be described in
Item 4 of Schedule 13D.
The Reporting Person reserves the right to acquire, or cause to be
acquired, additional securities of the Company, to dispose of, or cause to be
disposed, such securities at any time or to formulate other purposes, plans or
proposals regarding the Company or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Person, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) On the date of this Statement, Marlin II beneficially owns and has sole
voting and dispositive power of 523,300 shares of Common Stock, representing
7.7% of the issued and outstanding shares of Common Stock. The foregoing
percentage calculations are based on 6,764,106 shares of Common Stock
outstanding at October 24, 1999 as reported in the Company's Quarterly Report on
Form 10-Q for the quarter ended September 26, 1999. To the best of the Reporting
Person's knowledge, none of the other persons named in Item 2 above own any
interests in the shares of Common Stock.
6 of 9
<PAGE>
(b) The number of shares of Common Stock with respect to which Marlin II
(i) has sole voting power, (ii) share voting power, (iii) has sole dispositive
power, (iv) share dispositive power, are listed in the responses to Items 7, 8,
9, and 10, respectively, on the cover pages filed herewith, and such responses
are incorporated by reference herein.
(c) Except as described on Schedule A hereto, neither Marlin II nor any
party referred to above, has acquired or disposed of, or entered into any other
transaction with respect to, any shares of Common Stock during the past 60 days.
(d) None.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships With Respect to Securities of the Issuer.
None
Item 7. Material to be Filed as Exhibits.
None
7 of 9
<PAGE>
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: January 14, 2000 MARLIN PARTNERS II, L.P.
By: Marlin Management, L.L.C.,
its General Partner
By: /s/ Martin Franklin
------------------------------
Name: Martin Franklin
Title: Managing Member
8 of 9
<PAGE>
SCHEDULE A
----------
Recent Transactions in the
Common Stock of
Alltrista Corporation
Date of Nature of
Transaction Transaction Number of Shares Price Per Share
12/15/1999 Purchase 15,000 $ 21.375
12/16/1999 Purchase 234,000 $ 21.50
12/16/1999 Purchase 17,500 $ 21.25
12/31/1999 Purchase 5,500 $ 22.00
1/3/2000 Purchase 1,300 $ 21.81
1/5/2000 Purchase 100,000 $ 22.00
1/11/2000 Purchase 150,000 $ 22.33
9 of 9
