<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:
[X] 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 (S) 240.14a-11(c) or (S) 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)(4) 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.:
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(3) Filing Party:
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(4) Date Filed:
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Notes:
Reg. (S) 240.14a-101.
SEC 1913 (3-99)
<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 5, 2000
----------------
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 Friday, May 5, 2000, at 8:00 a.m. (EST) for the
following purposes:
1. To elect two directors for three-year terms expiring at the Annual
Meeting of Shareholders to be held in 2003;
2. To ratify the appointment of the firm of Ernst & Young LLP as
independent accountants for 2000; 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 2000 annual meeting will be held solely to tabulate
the votes cast and report the results of voting on the matters listed in the
proxy statement. It is not anticipated there will be other business transacted
or that any directors or senior executives will be in attendance.
Only holders of Common Stock of record at the close of business on March
17, 2000, 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 1999 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
April 3, 2000
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>
ALLTRISTA CORPORATION
5875 Castle Creek Parkway, North Drive, Suite 440
Indianapolis, Indiana 46250-4330
----------------
PROXY STATEMENT
April 3, 2000
----------------
ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD MAY 5, 2000
----------------
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 5, 2000, and any adjournment thereof.
Alltrista Corporation's 2000 annual meeting will, as in prior years, be
held solely to tabulate the votes cast and 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.
We encourage you to submit your proxy electronically this year either by
telephone or via the Internet. This will eliminate your need to sign, date and
return your proxy card. 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.
The EquiServe Vote by Telephone and Vote by Internet systems can be
accessed 24-hours a day, seven days a week up until the day prior to the
meeting.
. To submit your proxy by telephone:
Using a touch-tone phone call toll-free:
1-877-PRX-VOTE (1-877-779-8683)
From outside the United States, call direct:
1-201-536-8073
. To submit your proxy by Internet:
Log on to the Internet and go to the website:
http://www.eproxyvote.com/ALC
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 1999,
has been mailed to each shareholder of record as of March 17, 2000, with this
Proxy Statement. The approximate mailing date of this Proxy Statement and the
accompanying proxy card is April 3, 2000.
At the close of business on March 17, 2000, there were outstanding and
entitled to vote 6,305,816 shares of Common Stock. Each share of Common Stock
is entitled to one vote.
1
<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 as were voted "for" the nominee will be
voted "for" the person substituted. 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 majority of the votes
cast "for" or "against" the nominees 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 2003 Annual Meeting (Class
I)
<TABLE>
<CAPTION>
Director
Name Age Since Business Experience During the Past Five Years
---- --- -------- ----------------------------------------------
<S> <C> <C> <C>
Thomas B. Clark 54 1994 Mr. Clark has been President and Chief Executive Officer of
the Corporation since January 1995 and has been elected to
the additional post of Chairman of the Board effective as of
the date of the May 2000 annual meeting. 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 until
February 1994, Mr. Clark served as Senior Vice President and
Chief Financial Officer of the Corporation. Mr. Clark also
serves as a director of First Merchants Corporation.
David L. Swift 63 1993 Mr. Swift was Chairman, President and Chief Executive
Officer of Acme-Cleveland Corporation from January 1993
until his retirement in July 1996. Mr. Swift served as
President and Chief Executive Officer of Acme-Cleveland
Corporation since April 1987. Mr. Swift also serves as a
director of Twin Disc, Incorporated and CUNO Incorporated.
</TABLE>
The Board of Directors unanimously recommends a vote FOR
the election of each nominee for Director named above.
2
<PAGE>
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> <C>
Richard L. Molen 59 1993 Mr. Molen was Chairman, President and Chief Executive
Officer of Huffy Corporation from September 1994 until his
retirement in December 1997. 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 Concrete
Technology, Inc.
Lynda W. Popwell 55 1997 Ms. Popwell was President, Carolina Eastman Division of
Eastman Chemical Company from January 1998 until her
retirement in January 2000. 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>
Terms expiring at the 2002 Annual Meeting (Class III)
<TABLE>
<CAPTION>
Director
Name Age Since Business Experience During the Past Five Years
---- --- -------- ----------------------------------------------
<S> <C> <C> <C>
Douglas W. Huemme 58 1999 Mr. Huemme has been Chairman and Chief Executive Officer of
Lilly Industries, Inc. since 1990. He also served as
President of Lilly Industries, Inc. from 1990 until April
1999. Mr. Huemme was elected a director of Lilly Industries,
Inc. in 1990. Mr. Huemme also serves as a director of
Meridian Mutual Insurance Company and The Somerset Group,
Inc.
William L. Peterson 70 1993 Mr. Peterson has been Chairman of the Corporation since May
1993 and will retire from the Board of Directors of the
Corporation as of the date of the May 2000 annual meeting.
Mr. Peterson was Chief Executive Officer of the Corporation
from April 1993 until his retirement from the Corporation in
December 1994, and was President of the Corporation from
April 1993 until March 1994.
Patrick W. Rooney 64 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 until
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.
Robert L. Wood 45 2000 Mr. Wood has been Business Vice President for Polyurethanes
for The Dow Chemical Company since May 1997. He served as
Business Vice President for Engineering Plastics of Dow
Plastics, The Dow Chemical Company from October 1995 until
May 1997. Mr. Wood also serves as a director for Comerica
Bank's Midland Region.
</TABLE>
3
<PAGE>
VOTING SECURITIES AND PRINCIPAL SHAREHOLDERS
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 17, 2000. 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>
Shares
Beneficially Percent of
Name and Address of Beneficial Owner Owned Class(/7/)
------------------------------------ ------------ ----------
<S> <C> <C>
Sanford C. Bernstein & Co., Inc............... 634,755(/1/) 10.06%
767 Fifth Avenue
New York, NY 10153
Marlin Partners II, L.P....................... 523,300(/2/) 8.29
555 Theodore Fremd Avenue, Suite B-302
Rye, NY 10580
First Manhattan Co............................ 455,751(/3/) 7.22
437 Madison Avenue
New York, NY 10022-7002
High Rock Capital LLC......................... 379,947(/4/) 6.02
28 State Street
Boston, MA 02109
David L. Babson & Co. Inc..................... 333,850(/5/) 5.29
One Memorial Drive
Cambridge, MA 02142-1300
Lazard Freres & Co., LLC...................... 332,400(/6/) 5.27
30 Rockefeller Plaza
New York, NY 10020
</TABLE>
- --------
(1) Based solely on a Schedule 13G as amended and filed December 31, 1999,
with the Securities and Exchange Commission ("SEC") by Sanford C.
Bernstein & Co. Inc. The Schedule 13G further reports that Sanford C.
Bernstein & Co. Inc. has sole power to vote 545,625 of these shares and
shared power to vote 10,305 of these shares.
(2) Base solely on a Schedule 13D filed January 5, 2000, with the SEC by
Marlin Partners II, L.P.
(3) Based solely on a Schedule 13G as amended and filed February 9, 2000, with
the SEC by First Manhattan Co. The Schedule 13G further reports that First
Manhattan Co has sole dispositive power and power to vote 10,550 of these
shares, shared power to vote 440,796 of these shares, and shared
dispositive power of 445,201 of these shares. First Manhattan Co.
disclaims dispositive power as to 1,000 of such shares and beneficial
ownership as to 86,650 of such shares.
(4) Based solely on a Schedule 13G filed February 15, 2000, with the SEC by
High Rock Capital LLC. The Schedule 13G further reports that High Rock
Capital LLC has sole power to vote 313,117 of these shares.
(5) Base solely on a Schedule 13G as amended and filed December 31, 1999, with
the SEC by David L. Babson & Co.
(6) Based solely on a Schedule 13G filed December 31, 1999, with the SEC by
Lazard Freres & Co. LLC.
(7) Percent of Class is based upon the common shares outstanding and entitled
to vote as of March 17, 2000.
There were 6,305,816 shares outstanding and entitled to vote as of March
17, 2000.
4
<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 17, 2000, 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(/4/)
- ------------------------ ------------ ---------------------
<S> <C> <C>
Kevin D. Bower............................ 15,049 *
Thomas B. Clark........................... 73,113(/2/) 1.15
Douglas W. Huemme......................... 0 *
Jerry T. McDowell......................... 50,381 *
Richard L. Molen.......................... 4,400 *
William L. Peterson....................... 83,938(/3/) 1.33
Lynda W. Popwell.......................... 2,425 *
Patrick W. Rooney......................... 4,500 *
David L. Swift............................ 5,100 *
J. David Tolbert.......................... 5,598 *
Robert L. Wood ........................... 0 *
John F. Zappala .......................... 2,200 *
All of the above and present executive
officers as a group (14 persons)......... 266,187 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 17,
2000: Mr. Bower, 10,834 shares; Mr. Clark, 31,750 shares; Mr. McDowell,
26,502 shares; Mr. Tolbert, 4,125 shares; Mr. Molen, 4,050 shares; Mr.
Peterson, 3,000 shares; Ms. Popwell, 2,000 shares; Mr. Rooney, 3,700
shares; Mr. Swift, 4,400 shares, and all of the above and the present
executive officers as a group, 97,736.
(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.
(4) Percent of Class is based upon the common shares outstanding and entitled
to vote as of March 17, 2000.
There were 6,305,816 shares outstanding and entitled to vote as of March
17, 2000.
CERTAIN COMMITTEES OF THE BOARD
The standing committees of the Board of Directors are the Audit, Executive
Compensation, Corporate Governance and Nominating and Strategy Committees.
Audit Committee
The Audit Committee is comprised of three directors, Messrs. Swift
(Committee Chairman) and Peterson 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
twice during 1999.
5
<PAGE>
Executive Compensation Committee
The Executive Compensation Committee is comprised of four directors,
Messrs. Rooney (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
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 1999.
Corporate Governance and Nominating Committee
The Corporate Governance and Nominating Committee is comprised of five
directors, Messrs. Molen (Committee Chairman), Clark, Huemme and Rooney and
Ms. Popwell. 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 Chairman 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 1999. 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, Huemme, 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 did not meet during 1999.
BOARD OF DIRECTORS MEETINGS
The Board of Directors met five times during 1999. 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 except for Mr. Rooney who attended five of the seven combined Board and
relevant Committee meetings.
6
<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 1999 Economic
Value Added and Growth Incentive Compensation Plan for Key Members of
Management ("EVA/Growth 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 database 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
1999.
Cash Compensation
For 1999, 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 1999 by the Named Executive Officers are
reflected in the "Salary" and "Bonus" columns in the Summary Compensation
Table.
7
<PAGE>
Once the appropriate target total compensation for an executive is
established, base target 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 1999 was 65%. Accordingly, his base target salary was
calculated by dividing his target total compensation by 1.65. Consequently,
when target performance as defined in the EVA/Growth 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 1999
target incentive compensation for Mr. Clark was 65% of his base salary; for
Mr. Bower, Mr. McDowell and Mr. Zappala, 50% of their base salary; and for Mr.
Tolbert 30% of his base salary. The award to Mr. McDowell is based 75% on the
performance of the Metals Group for which he is responsible and 25% on the
performance of the Plastics Group, for year ended December 31, 1999; incentive
compensation for Mr. McDowell was earned at 2.43 times the target incentive
compensation established under the EVA/Growth Plan. The award to Mr. Zappala
is based 75% on the performance of the Plastics Group for which he is
responsible and 25% on the performance of the Metals Group, for year ended
December 31, 1999; incentive compensation for Mr. Zappala was earned at 2.20
times the target incentive compensation established under the EVA/Growth Plan.
These proportions for Mr. McDowell and Mr. Zappala are intended to incentivize
inter-group cooperation. For the year ended December 31, 1999, incentive
compensation for other corporate level participants was earned at 2.40 times
the target incentive compensation established under the EVA/Growth Plan. The
incentive compensation earned in excess of two times the individuals target
incentive compensation is accrued in a contingent "bank."
The EVA/Growth Plan awards incentive compensation to the Named Executive
Officers, as defined below, based upon performance of the Corporation relative
to Economic Value Added ("EVA") and growth targets, and the awards of the
individuals in each division are based on the performance of the respective
divisions relative to their EVA and growth targets. 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 and growth compared to established targets.
The target return on invested capital ("EVA target") for any year is
determined in accordance with the provisions of the EVA/Growth 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 growth target is based on
several factors including market growth rates, operational plans for the year
and the corporation's overall long-term growth objectives. The purpose of the
EVA/Growth Plan is to encourage sustained value creation by the management of
the Corporation by establishing a direct link between EVA and growth achieved
and incentive compensation payments. This approach establishes a link between
shareholder value and incentive compensation.
There is no maximum limit 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
8
<PAGE>
bank balance at death or disability will be paid in full without adjustment
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.
Pursuant to the Deferred Compensation Plans, certain participants in the
EVA/Growth Plan, which includes 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 options granted to nonemployee directors) 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 1998
program of this plan is fiscal years 1998, 1999, and 2000, in which Mr. Clark
received an award of 4,667 stock equivalent units for the second year of this
program. The performance period for the 1999 program of this plan is fiscal
years 1999, 2000, and 2001, in which Mr. Clark received an award of 2,759
stock equivalent units for the first year of this program.
Under the Corporation's Equity Plan, stock options may be granted to the
Corporation's executive officers and other key employees. However, there were
no stock options granted to the Named Executive Officers in 1999. 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 typically 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.
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. Such grants have been made primarily under circumstances
associated with initial employment or a significant increase in
responsibility. Mr. Clark, as 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, 1999 lapse at a rate of 20% annually beginning on
the first anniversary of
9
<PAGE>
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 1999.
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
Patrick W Rooney, Chairman
Richard L. Molen
William L. Peterson
David L. Swift
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<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, 1999 for services in all
capacities to the Corporation.
<TABLE>
<CAPTION>
Annual Compensation Long Term Compensation
------------------- -----------------------------------
Award Payout
---------------------- ------------
Restricted Securities
Name and Principal Stock Underlying LTIP All Other
Position Year Salary Bonus(/1/) Awards(/2/) Options Payouts(/3/) Compensation(/4/)
- ------------------ ---- -------- ---------- ----------- ---------- ------------ -----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Thomas B. Clark......... 1999 $309,461 $402,300 0 0 $ 3,226 $48,152
President and Chief 1998 281,134 248,523 0 0 4,839 36,597
Executive Officer 1997 254,865 165,622 0 7,000 7,259 57,231
Kevin D. Bower.......... 1999 157,692 157,692 0 0 860 12,400
Senior Vice President
and 1998 149,038 101,346 0 0 1,290 11,218
Chief Financial Officer 1997 121,634 60,817 $49,000 2,500 1,935 9,498
Jerry T. McDowell....... 1999 201,638 201,638 0 0 22,630 57,097
Group Vice President, 1998 209,192 104,596 0 0 11,315 41,780
Metal Products 1997 193,769 96,884 49,000 5,000 16,972 58,566
J. David Tolbert........ 1999 129,615 77,769 0 0 0 9,887
Vice President, Human 1998 117,692 48,018 0 0 0 8,680
Resources and
Administration 1997 77,846 23,353 22,500 1,500 2,068 6,172
John F. Zappala(/5/).... 1999 203,846 203,846 0 0 0 21,658
Group Vice President, 1998 38,461 21,153 30,187 0 0 1,970
Plastic Products
</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
1,200 shares of restricted stock having a market value of $26,550 as of
December 31, 1999, Mr. McDowell held 1,200 shares of restricted stock
having a market value of $26,550 on December 31, 1999, Mr. Tolbert held
600 shares of restricted stock having a market value of $13,275 on
December 31, 1999, and Mr. Zappala held 1,200 shares of restricted stock
having a market value of $26,550 on December 31, 1999. 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 1999 are
comprised as follows:
Mr. Clark--above-market interest on deferred compensation account,
$16,093; life insurance premiums, $1,110; long term disability
premiums, $1,686; 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 1999, $18,063.
Mr. Bower--life insurance premiums, $1,110; long term disability
premiums, $1,079; the Corporation's match on the employee's 401(k)
contribution, $6,307; the Corporation's additional contribution to the
employee's 401(k), $2,400; the Corporation's contribution to the excess
savings and retirement account for 1999, $1,504.
Mr. McDowell--above-market interest on deferred compensation account,
$29,491; life insurance premiums, $1,110; long term disability premium,
$1,431; the Corporation's match on the employee's
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<PAGE>
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 1999, $11,465.
Mr. Tolbert--life insurance premiums, $960; long term disability
premiums, $768; the Corporation's match on the employee's 401(k)
contribution, $5,184; the Corporation's additional contribution to the
employee's 401(k), $1,600; the Corporation's contribution to Employee
Stock Purchase Plan, $1,199; the Corporation's contribution to the
excess savings and retirement account for 1999, $176.
Mr. Zappala--life insurance premiums, $1,110; long term disability
premiums, $1,394; 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 Employee
Stock Purchase Plan, $876; the Corporation's contribution to the excess
savings and retirement account for 1999, $4,678.
(5) Mr. Zappala began his employment with the Corporation on October 19, 1998.
Long-Term Incentive Plan Awards in Last Fiscal Year
The following table summarizes the performance share grants of stock
equivalent units in 1999 for the Named Executives Officers.
<TABLE>
<CAPTION>
Estimated Future Payouts Under
Non-Stock Price-Based Plans(/3/)
-----------------------------------------
Number of Performance Period Threshold Target Maximum
Name Units Until Maturation (# of shares) (# of shares) (# of shares)
- ---- --------- ------------------ ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Thomas B. Clark......... 4,667(/1/) 1998-2000 -0- 4,667 7,000
2,759(/2/) 1999-2001 -0- 2,759 4,138
Kevin D. Bower.......... 1,410(/1/) 1998-2000 -0- 1,410 2,115
833(/2/) 1999-2001 -0- 833 1,249
Jerry T. McDowell....... 1,410(/1/) 1998-2000 -0- 1,410 2,115
833(/2/) 1999-2001 -0- 833 1,249
J. David Tolbert........ 822(/1/) 1998-2000 -0- 822 1,233
486(/2/) 1999-2001 -0- 486 729
John F. Zappala......... 1,410(/1/) 1998-2000 -0- 1,410 2,115
833(/2/) 1999-2001 -0- 833 1,249
</TABLE>
- --------
(1) The second grant of Stock Equivalent Units ("Units") for the performance
period of three consecutive calendar years beginning January 1, 1998 under
the 1998 Long-Term Equity Incentive Plan.
(2) The first grant of Stock Equivalent Units ("Units") for the performance
period of three consecutive calendar years beginning January 1, 1999 under
the 1998 Long-Term Equity Incentive Plan.
(3) 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 recipient of Units terminates employment prior to
the end of the three-year performance period for any reason other than
retirement, disability or death, the recipient forfeits all rights with
respect to the Units.
12
<PAGE>
Aggregated Option Exercises In 1999
And Fiscal Year-End Option Values
The following table summarizes the stock options exercised during 1999 and
the stock options outstanding on December 31, 1999 for the Named Executive
Officers.
<TABLE>
<CAPTION>
Number of Securities Value of Unexercised In-
Shares Underlying Unexercised at the-Money Options at
Acquired December 31, 1999 December 31, 1999(/2/)
on Value ------------------------- -------------------------
Name Exercise Realized(/1/) Exercisable Unexercisable Exercisable Unexercisable
- ---- -------- ------------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Thomas B. Clark......... 11,590 $201,047 28,250 5,250 $ 85,843 $3,718
Kevin D. Bower.......... 3,041 60,059 9,584 1,875 21,620 1,328
Jerry T. McDowell....... 18,298 349,570 24,002 3,750 104,170 2,656
J. David Tolbert........ -0- 0 3,563 937 11,086 632
</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, 1999. The
closing market price on that date was $22.125 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/Growth 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.
13
<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 if he or she serves 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.
Pursuant to the Alltrista Corporation 1997 Deferred Compensation Plan for
Directors, non-employee directors may elect to receive in cash all or any part
of the director 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.
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. Molen, Peterson, Rooney
and Swift each were granted an option to acquire 1,000 shares of common stock
in 1999. 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.
14
<PAGE>
Shareholder Return Performance Presentation
Set forth below is a graph comparing the shareholder return from December
31, 1994, through December 31, 1999, 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
[CHART FOR ALTRISTA CORP]
<TABLE>
<CAPTION>
December 31, December 31, December 31, December 31, December 31, December 31,
1994 1995 1996 1997 1998 1999
<S> <C> <C> <C> <C> <C> <C>
ALLTRISTA............... $100 $ 91 $130 $144 $122 $115
D.J. EQUITY............. 100 138 169 227 291 351
D.J. INDUSTRIAL--
DIVERSIFIED............ 100 131 169 222 255 277
</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 1999, Ernst & Young LLP rendered audit and non-audit 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.
The Board of Directors recommends that the shareholders vote for
ratification of the appointment of Ernst & Young LLP as independent public
accountants for 2000. 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 2000. 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 statements 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 2000.
SECTION 16(a) BENEFICIAL OWNERSHIP
REPORTING COMPLIANCE
The Corporation believes that during 1999 its executive officers and
directors complied with all Section 16 filing requirements under Section 16(a)
of the Securities Exchange Act of 1934, as amended with the exception of one
late report for Ms. Popwell and Mr. Zappala. 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. Mr. Zappala
inadvertently neglected to file with the Securities and Exchange Commission a
Form 4 within the appropriate filing period to report a purchase of shares.
All information has since been provided to the Commission.
SHAREHOLDER PROPOSALS
Proposals of shareholders intended to be presented at the 2001 Annual
Meeting and included in the Corporation's 2001 Proxy Statement 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 4, 2000. In order to be considered
timely under the Corporation's Bylaws, as amended, shareholder proposals and
shareholder nominations of candidates for election to the Board of Directors
intended to be presented at the 2001 Annual Meeting, but not included in the
Corporation's 2001 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 4, 2001 and not earlier than January 5, 2001.
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.
16
<PAGE>
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
April 3, 2000
Indianapolis, Indiana
17
<PAGE>
P R O X Y
ALLTRISTA Corporation PROXY/VOTING INSTRUCTION CARD
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 5, 2000.
The undersigned hereby appoints Kevin D. Bower, Jerry T. McDowell, John F.
Zappala, 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 5, 2000, 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 two Directors. Nominees are:
Thomas B. Clark, David L. Swift
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]
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
You can now...
Submit Your Proxy Over
The Internet Or By Telephone!
(see reverse side for instructions)
<PAGE>
[X] Please mark your votes as in this example 6328
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.
WITHHELD authority
1. Election of Directors FOR for all nominees
[ ] [ ] Nominees:
01. Thomas B. Clark
02. David L. Swift
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 title 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.
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.
---------------------------------------------
---------------------------------------------
Signature (if held jointly) Date
- --------------------------------------------------------------------------------
. FOLD AND DETACH HERE .
ALLTRISTA CORPORATION
We encourage you to submit your proxy electronically this year either by
telephone or via the Internet. This will eliminate the need to return your proxy
card. You will need your proxy card and Social Security Number (where
applicable) when voting your shares electronically. The Voter Control Number
that appears in the box above, just below the perforation, must be used in order
to vote by telephone or via the Internet.
The EquiServe Vote by Telephone and Vote by Internet systems can be accessed
24-hours a day, seven days a week up until the day prior to the meeting.
To Vote by Telephone:
---------------------
Using a touch-tone phone call Toll-free: 1-877-PRX-VOTE (1-877-779-8683)
From outside the United States, call direct: 1-201-536-8073
To Vote by Internet:
--------------------
Log on to the Internet and go to the website: http://www.eproxyvote.com/ALC
NOTE: If you vote over the Internet, you may incur costs as telecommunication
and Internet access charges for which you will be responsible.
THANK YOU FOR VOTING YOUR SHARES
YOUR VOTE IS IMPORTANT!
Do Not Return this Proxy Card if you are Voting by Telephone or the Internet.
