Recent

% | $
Quotes you view appear here for quick access.

Jarden Corp. Message Board

  • longonthisone_2000 longonthisone_2000 Aug 17, 2000 5:53 PM Flag

    see the SEC filing on 8/15...

    letter from SEC filing by ALC on 8-15. Good times
    ahead!!!
    +++++++++++++++++++++++++++++++


    August 15, 2000

    Mr. Thomas B. Clark
    Alltrista
    Corporation
    5875 Castle Creek Parkway, North Drive
    Suite
    440
    Indianapolis, Indiana 46250

    Dear Tom:

    As you are
    aware, Marlin Partners II, L.P., presented the Board of
    Directors of
    Alltrista Corporation (the "Company") with
    a specific proposal that would
    benefit all
    shareholders on May 12, 2000.

    Although we have received
    no response, we were pleased to participate in a
    wider
    bidding process when the Company on May 26, 2000, hired
    Bear Stearns to explore
    strategic
    options.

    In view of the fact that no sale process has been
    commenced subsequent to the
    engagement of Bear Stearns,
    we submitted a revised proposal to the Company
    on
    July 28, 2000. To date, we have received no response
    to either proposal.

    As we have discussed, it
    is widely recognized that the vast
    majority
    shareholders believe that due to the Company's disappointing
    recent operating
    results, short, medium and long-term
    market performance compared to all relevant
    indexes
    and lack of liquidity of its stock, it would be in
    the shareholders'
    best interests to maximize
    shareholder value as soon as possible.

    It is now over
    three months since our first proposal was made. As all
    of your
    shareholders are aware, time is money.
    The obvious procrastination of the Board
    of
    Directors is to the direct detriment of serving the
    shareholders' best
    interests and directly opposed to the
    views of your largest
    institutional
    shareholders.

    Therefore, we request you, as President of Alltrista,
    pursuant to authority
    under Article Two, Section B of
    the Company's Bylaws, to call a special meeting
    of
    shareholders (the "Special Meeting") to vote upon the
    following resolution:




    Alltrista
    Corporation
    August 15, 2000
    Page 2

    RESOLVED: The
    shareholders believe that, in the best interests of
    the
    shareholders, the Company be sold and thereby directs the Board
    of Directors to
    proceed promptly to initiate a
    publicly announced sale process of the Company,
    to
    solicit the highest and best offer for the
    Company.

    In various statements to me you have clearly
    indicated that you are willing to
    do what is in the best
    interests of the shareholders. In our
    recent
    conversations you have identified your directors as the reason
    for the lack of
    progress on the sale process. Now
    you have an opportunity to show your
    shareholders,
    a handful of whom own the vast majority of shares
    outstanding,
    that you are acting in the interests of the Company's
    shareholders. If your
    statements to me and the other
    shareholders are true, it is imperative that you
    call the
    Special Meeting so that your shareholders can express
    their sentiments
    to the outside directors.

    We
    urge you to send a notice of such Special Meeting as
    soon as possible, but no
    later than August 31,
    2000. In the absence of the relevant provision under
    the
    Company's Articles or Bylaws, Indiana Business Corporation
    Law provides that
    notice of a special
    shareholders' meeting should be no fewer than ten (10)
    days
    and not more than sixty (60) days before the meeting
    date. Judging by this
    requirement, the Company
    should be able to hold such a Special Meeting by
    early
    September, 2000.

    We look forward to receiving a
    notice of a Special Meeting from you
    shortly.

    Yours sincerely,

    /s/ Martin E.
    Franklin
    Martin E. Franklin

    cc: Stuart Taylor (Bear
    Stearns)

 
JAH
55.00-0.37(-0.67%)Jul 31 4:01 PMEDT