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August 15, 2000
Mr. Thomas B. Clark
Alltrista Corporation
5875 Castle Creek Parkway, North Drive
Suite 440
Indianapolis, Indiana 46250
Dear Tom:
As you are aware, Marlin Partners II, L.P., presented the Board of Directors of
Alltrista Corporation (the "Company") with a specific proposal that would
benefit all shareholders on May 12, 2000.
Although we have received no response, we were pleased to participate in a wider
bidding process when the Company on May 26, 2000, hired Bear Stearns to explore
strategic options.
In view of the fact that no sale process has been commenced subsequent to the
engagement of Bear Stearns, we submitted a revised proposal to the Company on
July 28, 2000. To date, we have received no response to either proposal.
As we have discussed, it is widely recognized that the vast majority
shareholders believe that due to the Company's disappointing recent operating
results, short, medium and long-term market performance compared to all relevant
indexes and lack of liquidity of its stock, it would be in the shareholders'
best interests to maximize shareholder value as soon as possible.
It is now over three months since our first proposal was made. As all of your
shareholders are aware, time is money. The obvious procrastination of the Board
of Directors is to the direct detriment of serving the shareholders' best
interests and directly opposed to the views of your largest institutional
shareholders.
Therefore, we request you, as President of Alltrista, pursuant to authority
under Article Two, Section B of the Company's Bylaws, to call a special meeting
of shareholders (the "Special Meeting") to vote upon the following resolution:
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Alltrista Corporation
August 15, 2000
Page 2
RESOLVED: The shareholders believe that, in the best interests of the
shareholders, the Company be sold and thereby directs the Board of Directors to
proceed promptly to initiate a publicly announced sale process of the Company,
to solicit the highest and best offer for the Company.
In various statements to me you have clearly indicated that you are willing to
do what is in the best interests of the shareholders. In our recent
conversations you have identified your directors as the reason for the lack of
progress on the sale process. Now you have an opportunity to show your
shareholders, a handful of whom own the vast majority of shares outstanding,
that you are acting in the interests of the Company's shareholders. If your
statements to me and the other shareholders are true, it is imperative that you
call the Special Meeting so that your shareholders can express their sentiments
to the outside directors.
We urge you to send a notice of such Special Meeting as soon as possible, but no
later than August 31, 2000. In the absence of the relevant provision under the
Company's Articles or Bylaws, Indiana Business Corporation Law provides that
notice of a special shareholders' meeting should be no fewer than ten (10) days
and not more than sixty (60) days before the meeting date. Judging by this
requirement, the Company should be able to hold such a Special Meeting by early
September, 2000.
We look forward to receiving a notice of a Special Meeting from you shortly.
Yours sincerely,
/s/ Martin E. Franklin
Martin E. Franklin
cc: Stuart Taylor (Bear Stearns)
