EXHIBIT A
AGREEMENT
Alltrista Corporation (the "Company") and Xxxxxx Partners II, L.P.
("Xxxxxx Partners") have, pursuant to their letter of intent dated May 7, 2001,
been working on the proposed acquisition by Xxxxxx Partners of the Company at a
cash price of $18 per share. Despite the cooperative and good faith efforts of
the Company, Xxxxxx Partners and their respective advisors, the parties have
agreed to terminate their efforts to effect such a transaction at this time.
1. Xxxxxx Partners desires that Messrs. Xxxxxx X. Xxxxxxxx and Ian
X.X. Xxxxxx be named to the Company's Board of Directors so that Messrs.
Franklin and Ashken, on behalf of all the shareholders of the Company, can work
in a cooperative manner with the Board of Directors and support the Board and
management in their efforts to improve the performance of the Company in the
best interests of all shareholders. Therefore, the Company is agreeable to
enlarging the Board of Directors to nine persons and naming Messrs. Franklin and
Ashken to serve as a Class I Director and Class II Director, respectively,
effective Monday June 25, 2001. Xxx Xxxxxx would be included with Xx. Xxxxxxx X.
Xxxxx and Xx. Xxxxx X. Xxxxxxx as Class II Directors standing for reelection at
the 2001 Annual Meeting of Shareholders of the Company.
2. The Company agrees to use its best efforts to have its 2001 Annual
Meeting of Shareholders no later than July 31, 2001.
3. Xxxxxx Partners and its affiliates agree to immediately withdraw
the nominations of Messrs. Franklin and Ashken for election as directors of the
Company at the Company's 2001 Annual Meeting of Shareholders and to vote all
shares of the Company beneficially owned by Xxxxxx Partners and its affiliates
for the election of Xx. Xxxxxx, Xx. Xxxxx and Xx. Xxxxxxx as directors of the
Company at the 2001 Annual Meeting. Xxxxxx Partners and its affiliates further
agree that they will not, directly or indirectly, at any time on or before the
Company's 2002 Annual Meeting of shareholders: (i) participate in any
solicitation of proxies in opposition to, or make any public statements in
opposition to, any proposals or director nominees of the Company in connection
with any meeting of shareholders of the Company, (ii) initiate, propose, or
solicit shareholders of the Company for the approval of, any shareholder
proposals in connection with any meeting of the shareholders of the Company,
(iii) nominate any person for election to the board of directors of the Company
(other than nominees proposed by the Company), (iv) vote any shares of the
Company's common stock beneficially owned by them against any proposal or
nominee for director proposed or supported by the Company or in favor of any
proposal or nominee not proposed or supported by the Company (it being
understood that, except as provided in the first sentence of this paragraph,
Xxxxxx Partners and its affiliates may abstain from voting on any matter at any
shareholder meeting) or (v) advise, assist, encourage or solicit, or participate
in a group with, any other person in connection with any of the foregoing.
4. In addition, Xxxxxx Partners and its affiliates agree that if in
the good faith judgment of a majority of the Board of Directors of the Company
the annual meeting of shareholders of the Company in 2002 should be postponed
from the date provided in the Bylaws, they will not object to or take any action
inconsistent with such judgment by the Board of Directors of the Company.
5. The Company will use its best efforts to convene and hold the 2003
Annual Meeting of shareholders no later than April 30, 2003.
6. The Company and Xxxxxx Partners, on behalf of itself and NewCo,
agree that the May 7, 2001 Letter of Intent is hereby terminated, except for the
expense reimbursement provisions of paragraph 5.
7. This Agreement shall be governed by Indiana law and each of the
parties hereto agrees to submit to the jurisdiction of the courts of the State
of Indiana as to any dispute under this Agreement. For purposes of this
Agreement, it is understood that Messrs. Franklin and Ashken are affiliates of
Xxxxxx Partners. The parties further acknowledge and agree that in the event of
any breach of this Agreement, the non-breaching party would be irreparably
harmed and could not be made whole by monetary damages, and accordingly the
non-breaching party shall be entitled to compel specific performance of this
Agreement. This Agreement may be executed in two or more counterparts, each of
which shall be an original and all of which shall constitute one agreement.
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to
be executed as of June 22, 2001.
ALLTRISTA CORPORATION
By /s/ Xxxxxx X. Xxxxx
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Name: Xxxxxx X. Xxxxx
Title: Chairman, President & CEO
XXXXXX PARTNERS, II, L.P.
By /s/ Xxxxxx X. Xxxxxxxx
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Name: Xxxxxx X. Xxxxxxxx, Managing Member
Xxxxxx Management, LLC,
General Partner
/s/ Xxxxxx X. Xxxxxxxx
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Xxxxxx X. Xxxxxxxx
/s/ Ian X. X. Xxxxxx
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Ian X. X. Xxxxxx
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