Back to GetFilings.com
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM 10-K
(X) ANNUAL REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1999
( ) TRANSITION REPORT PURSUANT TO SECTION 13 or 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the transition period from _________________ to _________________
Alltrista Corporation
Indiana 0-21052 35-1828377
State of Incorporation Commission File Number IRS Identification Number
5875 Castle Creek Parkway, North Drive, Suite 440
Indianapolis, Indiana 46250-4330
Registrant's telephone number, including area code: (317) 577-5000
-------------------------------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
Title of each class Name of each exchange on which registered
- ------------------------------- -----------------------------------------
Common Stock, without par value New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. YES X NO
----- -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of voting stock held by non-affiliates of the
registrant was $147.8 million based upon the closing market price on March 17,
2000.
Number of shares outstanding as of the latest practicable date.
Class Outstanding at March 17, 2000
- ----------------------------- -----------------------------
Common Stock, without par value 6,305,816
DOCUMENTS INCORPORATED BY REFERENCE
1. Annual Report to Shareholders for the year ended December 31, 1999, attached
hereto as exhibit 13.1, to the extent indicated in Parts I, II, and IV.
Except as to information specifically incorporated, the 1999 Annual Report to
Shareholders is not to be deemed filed as part of this Form 10-K report.
2. Proxy statement filed with the Commission dated April 3, 2000 to the extent
indicated in Part III.
ALLTRISTA CORPORATION AND SUBSIDIARIES
INDEX TO FORM 10-K
Part I PAGE
Item 1. Business 3
Item 2. Properties 8
Item 3. Legal Proceedings 8
Item 4. Submission of Matters to a Vote of Security Holders 8
Part II
Item 5. Market for Registrant's Common Stock and Related Shareholder Matters 8
Item 6. Selected Financial Data 8
Item 7. Management's Discussion and Analysis of Financial Condition and Results of Operations 9
Item 7a. Qualitative and Quantitative Disclosure About Market Risk 9
Item 8. Financial Statements and Supplementary Data 9
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure 9
Part III
Item 10. Directors and Executive Officers of the Registrant 10
Item 11. Executive Compensation 11
Item 12. Security Ownership of Certain Beneficial Owners and Management 11
Item 13. Certain Relationships and Related Transactions 11
Part IV
Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K 11
Signatures 12
Index to Financial Statement Schedules 13
Index to Exhibits 16
2
PART I
Item 1. Business
The businesses comprising Alltrista Corporation (the "Company") have interests
in metal and plastics products. The following sections of the 1999 Annual
Report to Shareholders contain financial and other information concerning
Company operations and are incorporated herein by reference: the financial
statement notes "Significant Accounting Policies" (Note 1) and "Business Segment
Information" (Note 2) on pages 18 through 20; and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" on pages 10 through
13.
In April 1996, the Company sold its metal services plants, real estate,
equipment and certain inventory ending the Company's involvement in metal
coating and decorating for food packaging. On September 30, 1997, the Company
sold the machine vision inspection equipment product line of LumenX. The sale
consisted primarily of inventory, fixed assets and intangibles. Effective
September 28, 1998, the Company sold the x-ray inspection equipment product line
of LumenX, ending the Company's involvement in the capital goods market.
Effective May 24, 1999, the Company sold its plastic packaging product line,
which produced coextruded high-barrier plastic sheet and containers for the food
processing industry.
Metal Products Segment
The Company's metal products segment includes consumer and zinc products.
Consumer Products
The Company markets a line of home food preservation and preparation products
that includes Ball(R), Kerr(R), Bernardin(R) and Golden Harvest(R) brand home
canning jars and jar closures and related food products (including fruit pectin,
fruit protector, pickle mixes and tomato mixes). Jar closures are manufactured
by the Company principally from tin-plated steel sheet. Food products purchased
from others for resale are manufactured and packaged to the Company's
specifications. Beginning in 1999, the Company began marketing a line of
housewares including tumblers, beverage tappers and other glassware.
At the end of the third quarter of 1994, the Company acquired the Fruit-
Fresh(R) brand of fruit protector from Joh. A. Benckiser GmbH. The transaction
resulted in the acquisition of inventory and the Fruit-Fresh(R) brand name.
Bernardin Ltd. was purchased from American National Can during the fourth
quarter of 1994. Bernardin Ltd. markets home canning products and produces metal
closures for home canning in Canada. At the end of the first quarter of 1996,
the Company acquired certain assets from Kerr Group, Inc. ("Kerr") related to
their home food preservation products. The Company purchased the equipment, raw
materials inventory and a license to use the Kerr(R) trade name. In October
1997, the Company entered into an agreement to market and distribute the Golden
Harvest(R) line of home canning products, which includes jars and lids.
The demand for home canning supplies is seasonal. Sales generally reflect the
pattern of the growing season. Although home canning jars are reusable, the jar
closures are replaced after use. Accordingly, a large portion of the Company's
sales is represented by sales of new closures and related food products for use
with home canning jars.
The home canning market has declined over the past few decades. Management
believes the decline has moderated based on its view that the home canning
market has already adjusted for the lifestyle changes that occurred in the 1980s
(i.e., two wage-earner families and trends toward fast food and convenience
foods) and that a core base in this market will be maintained. In recent years,
the trend to more health conscious eating habits has helped maintain the demand
for home canning products. The demand for home canning supplies has
historically been contra-cyclical relative to the macro-economy. The Company's
line of home canning mixes simplify food preservation consistent with consumer
preferences for convenience. Growth opportunities exist through new products
and product line extensions as well as acquisitions. Currently, the Company is
test-marketing home canning products outside of the United States and Canada.
Sales are made through well-established distribution channels to approximately
1,900 wholesale and retail customers (principally food, hardware and mass
merchants) in the United States and Canada. Sales to one large retail customer
exceeded 10% of the Company's 1999 consumer product sales.
3
The Company continues to be a market leader in the sale of home canning
supplies in the United States. The Company's acquisition in 1994 of Bernardin
Ltd. provides a leadership position in the Canadian market. The Company
competes with companies who specialize in other food preservation mediums such
as freezing and dehydration. The food product portion of its business is much
more segmented, with competitors ranging in size from very small to very large.
Zinc Products
The Company began the manufacture of closures for its home canning jars in
1885 using zinc as the primary material and expanded the zinc product line to
include other products through internal development. The Company produces
copper plated zinc penny blanks for the U.S. Mint and Royal Canadian Mint, cans
for use in zinc/carbon batteries, zinc strip and a line of industrial zinc
products, including various products used in the plumbing, automotive,
electrical component markets and European architectural markets.
The Company's largest zinc products customer is the U.S. Mint who comprised
approximately 48% of the Company's zinc product net sales and approximately 8%
of the Company's consolidated net sales. The Company is affected by
fluctuations in penny blank requirements of the United States Department of the
Treasury and the Federal Reserve System. Although the future use of the penny
as legal tender has been debated in recent years, the zinc penny is still
considered a cost effective currency unit by the U.S. Mint. In September 1996,
the U.S. Mint awarded the Company a five-year supply contract. In November 1998
this contract was extended two years, awarding the Company all the U.S. Mint
requirements. The U.S. Mint supplies the zinc and copper used to produce the
penny blanks under this contract. The Company won a multi-year contract in 1996
to produce copper plated zinc penny blanks for the Royal Canadian Mint and
currently supplies all of this mint's requirements. The Company is currently
pursuing other coinage opportunities in the United States and abroad.
Until the last few years, a significant portion of the Company's zinc product
sales were battery cans sold to two manufacturers, which together account for a
large percentage of the United States zinc/carbon battery production. One of the
two manufacturers ceased to purchase cans from the Company in 1998. The other
manufacturer has significantly reduced the volume of cans purchased. Battery
can sales represented 8.9%, 11.3% and 28.5% of the Company's 1999, 1998 and 1997
zinc product sales, respectively. The domestic market for zinc/carbon batteries
has declined in recent years and will continue to decline as U.S. manufacturers
shift their emphasis toward the alkaline battery market.
On December 21, 1999, the Company acquired a 51 percent equity interest in
Microlin, LLC ("Microlin") from Elkem Metals Advanced Products Corporation.
Microlin, located in Salt Lake City, Utah, is a developer of proprietary battery
technology. The Company is the operating shareholder of Microlin as it moves to
commercialize patented battery technology in consumer, healthcare, veterinary
and industrial markets. The batteries will utilize zinc-based materials
produced by the Company.
In general, zinc offers superior performance and cost advantages relative to
competing materials in the specific product applications in which the Company
competes. Producers of other metals have not viewed zinc as a major competitor.
Therefore, the Company has been able to target niche markets where a zinc-based
product offers cost savings with little competitive reaction. Several new areas
with potential high volume usage are being investigated as a result of product
development programs and include counterpoise grounding of electrical
transmission towers, electromagnetic interference shielding for electronic
components and cathodic protection systems for bridges and other structures in
coastal areas.
The Company's anticorrosion zinc Lifejacket(R) is becoming increasingly
recognized as a cost effective solution to arrest the corrosion of the
reinforcement steel within poured concrete structures. The Company recently
entered into a licensing agreement with a unit of Bermah Castrol plc to market
the Lifejacket(R). This agreement gives the Company a marketing presence in
Europe and Asia.
The Company is the largest United States zinc strip producer. There are only
two other zinc strip producers in North America, neither of which has the
physical facilities to compete for high volume customer requirements in close
tolerance, high quality and specialty rolled products.
Raw Materials
Raw materials used by the Company's metal products segment include glass
canning jars which are supplied under an agreement with Anchor Glass Container
Corporation, tin-plated steel used to manufacture jar closures
4
which is supplied under various supply agreements and zinc ingot which is
readily available from a variety of sources. The Company's metal products
segment is not experiencing any shortage of raw materials.
Plastic Products Segment
The plastic products segment includes thermoformed industrial parts and
propriety products and injection molded products, each of which is discussed
briefly below.
Thermoformed Industrial Parts and Propriety Products
Effective April 25, 1999, the Company acquired the net assets of Triangle
Plastics, Inc. and its TriEnda subsidiary ("Triangle Plastics") and is now the
largest industrial thermoformer in the United States. Triangle Plastics designs
and manufactures custom heavy gauge industrial thermoformed parts for original
equipment manufacturers in a variety of industries, including the heavy truck,
agricultural, portable toilet, recreational and construction markets. TriEnda
produces plastic thermoformed products for material handling applications.
Triangle Plastics employs approximately 1,000 people and has a technical center
and five production facilities located in Florida, Iowa, Tennessee and
Wisconsin.
The Company competes with numerous industrial thermoformers. Approximately
23.2% of the Company's 1999 industrial thermoformed part sales were to four
heavy truck manufacturers. Increasingly, original equipment manufacturers are
looking for fewer and higher quality suppliers. The Company has the capacity
required for high volume and the ability to provide value-added services
including design, engineering, tool making and assembly. Within the Company's
technical center, customers, resin suppliers and extruders work together to
develop new plastic compounds and design and test new product applications.
These factors foster long-term relationships with the customer and give the
Company a competitive advantage.
The Company is a leading designer and manufacturer of single and twin-sheet
plastic pallets, custom dunnage and other material handling products, which are
sold to customers in a wide variety of industries including automotive,
government, grocery, printing and others. The Company extrudes high-density,
polyethylene sheet at its Portage, Wisconsin facility which is used in the
manufacturing of products at various Company facilities. The Company sells its
products through a direct sales force and approximately 40 manufacturer
representatives who typically sell a broad line of material handling products.
Over 10% of the Company's 1999 material handling products were sold to the
United States Postal Service. Beginning October 1998, the Company and a limited
number of competitors were awarded a multi-year contract to supply, in the
aggregate, 10 million postal pallets and 500,000 hampers.
The material handling industry is highly competitive with wood pallets
representing over 90% of the market. A growth opportunity exists as customers
realize the benefits of plastic pallets, which are lighter, stronger, more
durable and friendlier to the environment than wood. This opportunity should be
realized as customers convert their logistic systems to ensure pallet returns.
Engineering and developing creative material handling solutions is a point of
competitive differentiation for the Company. Currently, the Company's patented
pallet leg is the industry standard and is required for the postal contract.
The Company's most recent pallet entry into the distribution market incorporates
five different patented or trademarked features.
On May 19, 1997, the Company purchased certain net assets of Viking Industries
("Viking") which manufactures thermoformed plastic tubs, shower surrounds and
other bath products sold to the manufactured housing, recreational vehicle,
home, and marine industries under the "Capri Bath Products" name. These
products are sold primarily through distributors to manufactured housing and
recreational vehicle manufacturers. Historically, a large portion of the
Company's bath products sales were to one distributor. As a result of the
acquisition of Viking's largest competitor by this distributor, during 1998, the
Company redirected the distribution of its bath products to various regional
distributors and a direct sales strategy. On May 27, 1999 and October 25,
1999, the Company announced it would close the South Whitley, Indiana and El
Dorado, Arkansas facilities, respectively, and move the production of the bath
products to a Triangle Plastics facility.
The Company manufactures primarily thermoformed plastic door liners and
evaporator trays for refrigerators in its Fort Smith, Arkansas, facility.
Approximately 22.2% of the Company's 1999 thermoformed product sales were to one
customer in the home appliance industry. The Company is well established in
serving this multi-location account based on its focus on providing a high level
of customer service, such as product tooling design, high quality standards,
proximity and just-in-time delivery. In addition, the Company has demonstrated
the ability to
5
supply 100% of the after market inner door liner service parts for this dominant
customer. Therefore, it enjoys a sole source position with this customer.
Effective January 1, 1999, the Company entered into a new three-year supply
agreement with this customer. In addition, sales of the Company's plastic tables
continue to grow and other products are being developed to reduce dependency on
a single customer. The Company supplements the bath product sheet requirements
with sheet produced by the Fort Smith facility.
Injection Molded Products
The Company has plastic injection molding operations in three locations,
Reedsville, Pennsylvania; Greenville, South Carolina; and Springfield, Missouri.
The Springfield facility was constructed during 1995 with production beginning
in early 1996. A major part of this facility is devoted to fulfilling supply
agreements to produce internal components for shotgun shells for two major U.S.
producers. The Company had operations in Arecibo, Puerto Rico. Due to limited
growth potential as a result of the phase out of section 936 of the Internal
Revenue Code, the Company ceased operations in this plant in January 1999.
The Company manufactures precision custom injection molded components for
major companies in the healthcare and consumer products industries. The Company
also owns Yorker(R) Closures, a proprietary product line of plastic closures.
Products for the healthcare industry, which include such items as intravenous
harness components and surgical devices, comprised approximately 42% of the
Company's 1999 injection molded product sales. Precision consumer products
include components for retail items and accounted for approximately 45% of the
Company's 1999 injection molded product sales. The remaining sales were
primarily closures. Sales to each of three major customers were greater than
10% and in the aggregate 62% of the Company's total 1999 injection molded
product sales.
The market for injection molded plastics is highly competitive. The Company
concentrates its marketing efforts in those markets that require high levels of
precision, quality, engineering expertise and cleanliness. There is potential
for continued growth in all product lines, especially in the healthcare market,
where the Company's quality, service and "clean room" molding operations are
critical competitive factors. The Company believes that the quality and
cleanliness of these facilities provide a competitive advantage with respect to
this market. Except for Yorker(R) Closures, molds used by the Company to
manufacture its products are owned by its customers.
Raw Materials
Raw materials used in the Company's plastic products segment consist primarily
of plastic resins and extruded sheet, most of which are available from a variety
of sources at competitive prices. Currently, the plastic products segment is
not experiencing any shortage of raw materials.
Capital Expenditures
The Company's businesses generally are not significantly affected by rapid
technological change. Consequently, capital spending derives from the need to
replace existing assets, expand capacity, manufacture new products, improve
quality and efficiency, facilitate cost reduction and meet regulatory
requirements.
Patents and Trademarks
The Company believes that none of its active patents or trademarks is
essential to the successful operation of its business as a whole. However, one
or more patents or trademarks may be material in relation to individual products
or product lines such as property rights to use the Kerr(R) brand, Ball(R)
brand, and Fruit-Fresh(R) brand names, and the Bernardin(R) trade name in
connection with certain goods to be sold, including home food preservation
supplies, kitchen housewares and packaged foods for human consumption. In the
event of a change of control of the Company which has not received the approval
of a majority of the board of directors of the Company, Ball Corporation
("Ball") and Kerr have the option to require the re-transfer of the right to use
the Ball(R) and Kerr(R) brand names, respectively.
6
Government Contracts
The Company enters into contracts with the United States Government which
contain termination provisions customary for government contracts. See "--Metal
Products Segment--Zinc Products" and "-- Plastic Products Segment--Thermoformed
Industrial Parts and Propriety Products." The United States Government retains
the right to terminate such contracts at its convenience. However, if the
contract is terminated, the Company is entitled to be reimbursed for allowable
costs and profits to the date of termination relating to authorized work
performed to such date. The United States Government contracts are also subject
to reduction or modification in the event of changes in government requirements
or budgetary constraints. Since entering into a contract with the Company in
1981, the United States Government has not terminated the penny blank supply
arrangement.
Backlog
The Company typically sells under supply contracts for minimum (generally
exceeded) or indeterminate quantities and, accordingly, is unable to furnish
backlog information.
Research and Development
Research and development costs are expensed as incurred in connection with the
Company's internal programs for the development of products and processes and
have not been significant in recent years.
Environmental Matters
Compliance with federal, state and local provisions, which have been enacted
or adopted relating to protection of the environment, has not had a material
adverse effect on the Company. In 1990, Congress passed amendments to the Clean
Air Act, which imposed more stringent standards on air emissions. The Clean Air
Act amendments primarily affect the operation of the Company's zinc products
manufacturing facility. Environmental control and capture systems in place at
the facility meet the amended standards.
The Environmental Protection Agency has designated the Company as a
potentially responsible party, along with numerous other companies, for the
clean up of several hazardous waste sites. Information at this time does not
indicate that disposition of any of the environmental disputes the Company is
currently involved in will have a material, adverse effect upon the financial
condition, results of operations, cash flows or competitive position of the
Company.
Employees
As of December 1999, the Company employed approximately 2,000 people.
Approximately 320 union workers are covered by two collective bargaining
agreements at the Company's zinc products and consumer products manufacturing
facilities. These agreements expire at the consumer products facility (Muncie,
Indiana) on October 14, 2001, and at the zinc products facility (Greeneville,
Tennessee) on October 4, 2003. Approximately 240 union workers are covered by a
collective bargaining agreement at the Company's two plastic products facilities
located in Winthrop and Oelwein, Iowa. This agreement expires on December 1,
2001.
The Company has not experienced a work stoppage during the past three years.
Management believes that its relationships with the Company's collective
bargaining units are good.
7
Item 2. Properties
The Company's properties are well maintained, considered adequate and being
utilized for their intended purposes. The Company's corporate headquarters is
located in Indianapolis, Indiana and is occupied under a lease agreement.
Information regarding the approximate size of significant manufacturing and
warehousing facilities is provided below. All major manufacturing facilities
are owned or leased by the Company.
Approximate
Floor Space
Plant Location Business Segment/ Product Line in Square Feet
-------------- ------------------------------ --------------
Greeneville, Tennessee Metal Products/Zinc Products 320,000
Muncie, Indiana Metal Products/Consumer Products 173,000
Toronto, Canada (leased) Metal Products/Consumer Products 30,000
Portage, Wisconsin Plastic Products/Industrial Thermoformed Parts 300,000
Winthrop, Iowa Plastic Products/Industrial Thermoformed Parts 140,000
Fort Smith, Arkansas Plastic Products/Industrial Thermoformed Parts 140,000
Oelwein, Iowa (leased) Plastic Products/Industrial Thermoformed Parts 135,000
Auburndale, Florida Plastic Products/Industrial Thermoformed Parts 90,000
Cookeville, Tennessee (leased) Plastic Products/Industrial Thermoformed Parts 41,000
Independence, Iowa (leased) Plastic Products/Industrial Thermoformed Parts 31,000
Reedsville, Pennsylvania Plastic Products/Injection Molded Products 73,000
Greenville, South Carolina Plastic Products/Injection Molded Products 48,000
Springfield, Missouri Plastic Products/Injection Molded Products 43,000
Within the last year, the Company ceased operations in two leased thermoforming
facilities. The lease on the South Whitley, Indiana facility expired in 1999.
The Company is seeking a sublessor for the El Dorado, Arkansas facility where
the lease expires in May 2004.
Item 3. Legal Proceedings
The Company is involved in various legal disputes in the ordinary course of
business. The information required by Item 3 appears under the caption
"Contingencies" (Note 12) on page 25 of the 1999 Annual Report to Shareholders
and is incorporated herein by reference.
Item 4. Submission of Matters to Vote of Security Holders
There were no matters submitted to the security holders during the fourth
quarter of 1999.
PART II
Item 5. Market for the Registrant's Common Stock and Related Stockholder
Matters
Alltrista Corporation common stock is traded on the New York Stock Exchange
under the symbol "ALC." There were 4,272 common shareholders of record on March
17, 2000. The Company currently does not and does not intend to pay cash
dividends on its common stock in the foreseeable future. Cash generated from
operations will be invested to support competitiveness and growth. The Company
has repurchased its own common stock into treasury to offset the dilutive effect
of shares issued under employee benefit plans. The Company has periodically
repurchased additional shares as a flexible and tax efficient means of
distributing excess cash to shareholders.
Other information required by Item 5 appears under the caption "Quarterly
Stock Prices" (Note 13) on page 25 of the 1999 Annual Report to Shareholders and
is incorporated herein by reference.
Item 6. Selected Financial Data
The information required by Item 6 appears in the section titled "Six-Year
Review of Selected Financial Data" on page 27 of the 1999 Annual Report to
Shareholders and is incorporated herein by reference.
8
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
Management's Discussion and Analysis of Financial Condition and Results of
Operations, on pages 10 through 13 of the 1999 Annual Report to Shareholders is
incorporated herein by reference.
Item 7a. Qualitative and Quantitative Disclosure About Market Risk
Qualitative and Quantitative Disclosure About Market Risk, on page 13 of the
1999 Annual Report to Shareholders is incorporated herein by reference.
Item 8. Financial Statements and Supplementary Data
The consolidated financial statements and notes thereto, appearing on pages 14
through 27 of the 1999 Annual Report to Shareholders, together with the report
thereon of Ernst & Young LLP dated February 2, 2000 appearing on page 28 of the
1999 Annual Report to Shareholders, are incorporated herein by reference.
The report of Price Waterhouse LLP, the Company's independent accountants
during the financial statement period covering the year ended December 31, 1997
follows:
REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors and Shareholders of Alltrista Corporation
In our opinion, the consolidated statements of income, of comprehensive income,
of changes in shareholders' equity and of cash flows, prior to restatement (not
presented separately herein), present fairly, in all material respects, the
results of operations and cash flows of Alltrista Corporation and its
subsidiaries for the year ended December 31, 1997, in conformity with generally
accepted accounting principles. These financial statements are the
responsibility of the company's management; our responsibility is to express an
opinion on these financial statements based on our audit. We conducted our
audit of these statements in accordance with generally accepted auditing
standards which require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements, assessing the
accounting principles used and significant estimates made by management, and
evaluating the overall financial statement presentation. We believe our audit
provides a reasonable basis for the opinion expressed above. We have not
audited the consolidated financial statements of Alltrista Corporation and its
subsidiaries for any period subsequent to December 31, 1997 nor have we examined
any adjustments applied to the financial statements for the year ended December
31, 1997.
/s/ Price Waterhouse LLP
Indianapolis, Indiana
January 30, 1998
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
A change in the Company's certifying accountant was disclosed in a Form 8-K
(Commission File Number 0-21052) dated March 18, 1998.
9
PART III
Item 10. Directors and Executive Officers of the Registrant
The executive officers of the company are as follows:
Thomas B. Clark, age 54, is president and chief executive officer of the
Company. Mr. Clark has been president since March 1994 and became chief
executive officer on January 1, 1995. From April 1993 to March 1994, Mr. Clark
served as senior vice president and chief financial officer. Mr. Clark served
as vice president of Ball from August 1992 until April 1993. Mr. Clark joined
Ball in August 1976 as director of planning, was elected vice president,
planning and development in April 1985 and served as vice president,
communications, planning and development from May 1989 until August 1992. Mr.
Clark also serves as a director of First Merchants Corporation, Muncie, Indiana.
Kevin D. Bower, age 41, is senior vice president and chief financial officer of
the Company. From March 1994 to April 1997 Mr. Bower served as vice president
of finance and controller of the Company. From April 1993 to March 1994 Mr.
Bower served as vice president and controller of the Company. Mr. Bower joined
Ball in November 1992. Prior to that time, he served as a senior manager with
the public accounting firm of Price Waterhouse.
Jerry T. McDowell, age 58, is group vice president, metal products, of the
Company. From December 1994 to March 1998 Mr. McDowell served as senior vice
president and chief operating officer of the Company. Mr. McDowell served as
president of Zinc Products Company from April 1993 to December 1994. Since
joining Ball in 1970, Mr. McDowell served in various operating positions within
the Company's Zinc Products division. From July 1979 to April 1993, Mr.
McDowell served as president of Ball's Zinc Products division.
John F. Zappala, age 55, joined the Company in October 1998 as group vice
president, plastic products. From 1992 until 1998 he served as vice president
and general manager of the Royalite Division of Uniroyal Technology Corporation.
From 1987 to 1992 Mr. Zappala was with Sprague Electric, his last position with
that company being vice president and director of sales operations. From 1980
to 1987 Mr. Zappala was with General Electric, his last position there being
manager, field market development of specialty plastics.
Angela K. Knowlton, age 37, is vice president, finance and treasurer of the
Company. From April 1997 to February 2000 Ms. Knowlton served as vice president
and treasurer of the Company. From August 1994 to April 1997 Ms. Knowlton
served as director, taxation. From August 1993 to August 1994 Ms. Knowlton
served as manager, taxation. Prior to joining the Company in August 1993, Ms.
Knowlton served as a manager with the public accounting firm of Price
Waterhouse.
J. David Tolbert, age 39, is vice president, human resources and administration
of the Company. From April 1997 to October 1998 Mr. Tolbert served as vice
president, human resources and corporate risk of the Company. From October 1993
to April 1997 Mr. Tolbert served as director of human resources of the Company.
Since joining Ball in 1987, Mr. Tolbert served in various human resource and
operating positions of Ball's and the Company's former Plastic Packaging
division.
Other information required by Item 10 appearing under the caption "Director
Nominees and Continuing Directors" on pages 2 and 3 of the Company's proxy
statement filed pursuant to Regulation 14A, dated April 3, 2000, is incorporated
herein by reference.
The disclosure of two delinquent Form 4 filings appears under the caption
"Section 16(a) Beneficial Ownership Reporting Compliance" on page 16 of the
Company's proxy statement filed pursuant to Regulation 14A, dated April 3, 2000,
is incorporated herein by reference. The proxy statement will be filed with the
Commission no later than April 3, 2000.
10
Item 11. Executive Compensation
The information required by Item 11 appearing under the caption "Executive
Compensation" on pages 7 through 13 of the Company's proxy statement filed
pursuant to Regulation 14A dated April 3, 2000 is incorporated herein by
reference. The proxy statement will be filed with the Commission no later than
April 3, 2000.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The information required by Item 12 appearing under the captions "Voting
Securities and Principal Shareholders" on page 4 and "Security Ownership by
Management and Directors" on page 5 of the Company's proxy statement filed
pursuant to Regulation 14A dated April 3, 2000, is incorporated herein by
reference. The proxy statement will be filed with the Commission no later than
April 3, 2000.
Item 13. Certain Relationships and Related Transactions
No disclosure required under Item 13.
PART IV
Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K
(a) List of documents filed as part of this report.
(1) Financial Statements
The following documents are filed as part of this report and
incorporated herein by reference from the indicated pages of the
Company's 1999 Annual Report to Shareholders.
Page(s) in
Annual Report
-------------------
Consolidated statements of income - Years ended December 31, 1999, 1998 and
1997 14
Consolidated balance sheets - December 31, 1999 and 1998 15
Consolidated statements of cash flows - Years ended December 31, 1999 1998 and
1997 16
Consolidated statements of changes in shareholders' equity - Years ended
December 31, 1999, 1998 and 1997 17
Consolidated statements of comprehensive income - Years ended December 31,
1999, 1998 and 1997 17
Notes to consolidated financial statements 18 to 27
Report of independent auditors 28
(2) Financial Statement Schedule:
See the Index to the Financial Statement Schedule on page 13 of this Form 10-K.
(3) Exhibits:
See the Index to Exhibits on pages 16 and 17 of this Form 10-K.
(b) Reports on Form 8-K
There were no reports on Form 8-K filed during the fourth quarter of the year
ended December 31, 1999.
11
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.
ALLTRISTA CORPORATION
(Registrant)
By: /s/ Thomas B. Clark
-------------------------------------
Thomas B. Clark
President and Chief Executive Officer
March 28, 2000
Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed by the following persons on behalf of the registrant and in the
capacities and on the dates indicated below.
(1) Principal Executive Officer:
/s/ Thomas B. Clark
--------------------------------------------- President and Chief Executive Officer
Thomas B. Clark March 28, 2000
(2) Principal Financial Accounting Officer:
/s/ Kevin D. Bower
--------------------------------------------- Senior Vice President and Chief Financial Officer
Kevin D. Bower March 28, 2000
(3) Board of Directors:
/s/ William L. Peterson
--------------------------------------------- Chairman and Director
William L. Peterson March 28, 2000
/s/ Thomas B. Clark
--------------------------------------------- President, Chief Executive Officer and Director
Thomas B. Clark March 28, 2000
/s/ Douglas W. Huemme
--------------------------------------------- Director
Douglas W. Huemme March 28, 2000
/s/ Richard L. Molen
--------------------------------------------- Director
Richard L. Molen March 28, 2000
/s/ Lynda Watkins Popwell
--------------------------------------------- Director
Lynda Watkins Popwell March 28, 2000
/s/ Patrick W. Rooney
--------------------------------------------- Director
Patrick W. Rooney March 28, 2000
/s/ David L. Swift
--------------------------------------------- Director
David L. Swift March 28, 2000
/s/ Robert L. Wood
--------------------------------------------- Director
Robert L. Wood March 28, 2000
12
ALLTRISTA CORPORATION AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
Index to the Financial Statement Schedule
Form 10-K
Page
------------
Reports of Independent Accountants on the Financial Statement Schedule 14*
Schedule II Valuation and Qualifying Accounts and Reserves 15
The financial statement schedule should be read in conjunction with the
consolidated financial statements in the 1999 Annual Report to Shareholders.
Schedules not included in this additional financial data have been omitted
because they are not applicable or the required information is shown in the
consolidated financial statements or notes thereto.
* The report of Ernst & Young LLP on the financial statement schedule is filed
as Exhibit 23.1 with this Annual Report on Form 10-K.
13
Report of Independent Accountants on the
Financial Statement Schedule
To the Board of Directors of
Alltrista Corporation
Our audit of the consolidated financial statements referred to in our report of
January 30, 1998 included in this Annual Report on Form 10-K also included an
audit of the Financial Statement Schedule listed in Item 14(a)(2) of this Form
10-K. In our opinion, this Financial Statement Schedule presents fairly, in all
material respects, the information set forth therein, as of and for the year
ended December 31, 1997, when read in conjunction with the related consolidated
financial statements.
/s/ Price Waterhouse LLP
Indianapolis, Indiana
January 30, 1998
14
Schedule II
ALLTRISTA CORPORATION AND SUBSIDIARIES
VALUATION AND QUALIFYING ACCOUNTS AND RESERVES
(thousands of dollars)
Balance at Charges to Balance at
beginning costs and Deductions end of
of period expense from reserves Other (1) period
------------- ------------- --------------- ---------- ------------
Reserves against accounts receivable:
1999 $ (1,081) $ (578) $ 48 $ (124) $ (1,735)
1998 $ (1,023) $ (400) $ 342 $ - $ (1,081)
1997 $ (1,129) $ (542) $ 648 $ - $ (1,023)
(1) Effective April 25, 1999, the Company acquired the net assets of Triangle
Plastics, Inc. and its TriEnda subsidiary.
15
ALLTRISTA CORPORATION AND SUBSIDIARIES
ANNUAL REPORT ON FORM 10-K
FOR THE YEAR ENDED DECEMBER 31, 1999
Index to Exhibits
Exhibit
Number Description of Exhibit
- ----------- ----------------------------------------------------------------------------------------------------
3.1 Form of Amended Articles of Incorporation (filed as Exhibit 3.1 to the Company's Registration
Statement on Form 10, Filing No. 0-21052, and incorporated herein by reference), filed October
20, 1992
3.2 Form of Bylaws of Alltrista Corporation (filed as Exhibit 3.1 to the Company's Quarterly Report
on Form 10-Q, Filing No. 0-21052, and incorporated herein by reference), filed May 12, 1999
4.1 Form of Common Stock Certificate of Alltrista Corporation (filed as Exhibit 4.1 to the Company's
Registration Statement on Form 10, Filing No. 0-21052, and incorporated herein by reference),
filed March 17, 1993
4.2 Form of Rights Agreement (filed as Exhibit 4.1 to the Company's Quarterly Report on Form 10-Q,
Filing No. 0-21052, and incorporated herein by reference), filed May 12, 1999
10.1 Form of Alltrista Corporation 1999 Economic Value Added and Growth Incentive Compensation Plan
for Key Members of Management
10.2 Form of Alltrista Corporation 1993 Stock Option Plan for Nonemployee Directors (filed as Exhibit
10.2 to the Company's Registration Statement on Form 10, Filing No. 0-21052, and incorporated
herein by reference), filed March 17, 1993
10.3 Form of Alltrista Corporation 1993 Stock Option Plan (filed as Exhibit 10.3 to the Company's
Registration Statement on Form 10, Filing No. 0-21052, and incorporated herein by reference),
filed March 17, 1993
10.4 Form of Alltrista Corporation 1996 Stock Option Plan for Nonemployee Directors (filed as Exhibit
10.4 to the Company's Annual Report on Form 10-K, Filing No. 0-21052, and incorporated herein by
reference), filed March 27, 1997
10.5 Form of Alltrista Corporation 1993 Restricted Stock Plan (filed as Exhibit 10.4 to the Company's
Registration Statement on Form 10, Filing No. 0-21052, and incorporated herein by reference),
filed March 17, 1993
10.6 Form of Change of Control Agreement (filed as Exhibit 10.6 to the Company's Annual Report on
Form 10-K, Filing No. 0-21052, and is incorporated herein by reference), filed March 29, 1999
10.7 List of Alltrista Corporation employees party to Exhibit 10.6
10.8 Form of Distribution Agreement between Ball Corporation and Alltrista Corporation (filed as
Exhibit 10.7 to the Company's Registration Statement on Form 10, Filing No. 0-21052, and
incorporated herein by reference), filed March 17, 1993
10.9 Form of Tax Sharing and Indemnification Agreement between Ball Corporation and Alltrista
Corporation (filed as Exhibit 10.10 to the Company's Registration Statement on Form 10, Filing
No. 0-21052, and incorporated herein by reference), filed March 17, 1993
16
Exhibit
Number Description of Exhibit
- ----------- ----------------------------------------------------------------------------------------------------
10.10 Form of Indemnification Agreement (filed as Exhibit 10.13 to the Company's Registration
Statement on Form 10, Filing No. 0-21052, and incorporated herein by reference), filed March 17,
1993
10.11 List of Directors and Executive Officers party to Exhibit 10.10 (filed as Exhibit 10.10 to the
Company's Annual Report on Form 10-K, Filing No. 0-21052, and incorporated herein by reference),
filed March 31, 1996
10.12 Form of Alltrista Corporation 1993 Deferred Compensation Plan for Selected Key Employees (filed
as Exhibit 10.11 to the Company's Annual Report on Form 10-K, Filing No. 0-21052, and
incorporated herein by reference), filed March 31, 1996
10.13 Form of Alltrista Corporation 1993 Deferred Compensation Plan as amended (filed as Exhibit 10.13
to the Company's Annual Report on Form 10-K, Filing No. 0-21052, and incorporated herein by
reference), filed March 27, 1997
10.14 Alltrista Corporation 1997 Deferred Compensation Plan for Directors (filed as Exhibit 10.14 to
the Company's Annual Report on Form 10-K, Filing No. 0-21052, and incorporated herein by
reference), filed March 30, 1998
10.15 Alltrista Corporation Excess Savings and Retirement Plan (filed as Exhibit 10.15 to the
Company's Annual Report on Form 10-K, Filing No. 0-21052, and incorporated herein by reference),
filed March 30, 1998
10.16 Alltrista Corporation 1998 Long Term Equity Incentive Plan (filed as Appendix A to the Company's
Proxy Statement dated April 8, 1998, Filing No. 0-21052, and incorporated herein by reference),
filed April 6, 1998
13.1 Alltrista Corporation 1999 Annual Report to Shareholders (The Annual Report to Shareholders,
except for those portions thereof incorporated by reference, is furnished for the information of
the Commission and is not to be deemed filed as part of this Form 10-K).
21.1 Subsidiaries of Alltrista Corporation
23.1 Consent of Independent Accountants
23.2 Consent of Independent Auditors
27.1 Financial Data Schedule (electronic copy only)
99.1 Forward-Looking Statements
Copies of exhibits incorporated by reference can be obtained from the SEC and
are located in SEC File No. 0-21052.
17