amend.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, VfkLqZoTSo2iSjMHnSGOjS45DP5vWhKveHFCXpuGCQK/1wo+kOJwrik050QlzbrP 8KkI+677RfF5Cz63NE+jIQ== 0000898822-08-000449.txt : 20080417 0000898822-08-000449.hdr.sgml : 20080417 20080417163303 ACCESSION NUMBER: 0000898822-08-000449 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20080417 DATE AS OF CHANGE: 20080417 GROUP MEMBERS: WARBURG PINCUS & CO. GROUP MEMBERS: WARBURG PINCUS LLC GROUP MEMBERS: WARBURG PINCUS PARTNERS LLC GROUP MEMBERS: WARBURG PINCUS PRIVATE EQUITY VIII, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: JARDEN CORP CENTRAL INDEX KEY: 0000895655 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-MISCELLANEOUS NONDURABLE GOODS [5190] IRS NUMBER: 351828377 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-45375 FILM NUMBER: 08762416 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 914 967 9400 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD STREET 2: AVE CITY: RYE STATE: NY ZIP: 10580 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P CENTRAL INDEX KEY: 0001157334 IRS NUMBER: 134161869 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 10017 SC 13D/A 1 amend.htm amend.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

__________________________________________

SCHEDULE 13D/A
(Amendment No. 9)
Under the Securities Exchange Act of 1934

JARDEN CORPORATION
(Name of Issuer)

COMMON STOCK, PAR VALUE $0.01 PER SHARE

(Title of Class of Securities)

471109 10 8

(CUSIP Number)

Scott A. Arenare, Esq.
Managing Director and General Counsel
Warburg Pincus LLC
466 Lexington Avenue
New York, New York 10017
(212) 878-0600
__________________________________________

(Name, Address and Telephone Number of Person
Authorized to Receive Notices of Communication)
__________________________________________

With a copy to:

Andrew R. Brownstein, Esq.
David M. Silk, Esq.
Wachtell, Lipton, Rosen & Katz
51 West 52nd Street
New York, New York 10019
(212) 403-1000

April 16, 2008
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d -1(e), 240.13d -1(f) or 240.13d -1(g), check the following box. ¨

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 2 of 10 Pages)


1	NAME OF REPORTING PERSON
	Warburg Pincus Private Equity VIII, L.P.

	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-4161869
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ¨
					(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware
NUMBER OF		7	SOLE VOTING POWER
SHARES			0
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			3,256,378 (see Items 4 and 5)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			0
PERSON WITH		10	SHARED DISPOSITIVE POWER
			6,128,297 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,128,297 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (see Item 5)
14	TYPE OF REPORTING PERSON*
	PN

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 3 of 10 Pages)


1	NAME OF REPORTING PERSON
	Warburg Pincus Partners LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-4069737
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ¨
					(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF		7	SOLE VOTING POWER
SHARES			0
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			3,256,378 (see Items 4 and 5)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			0
PERSON WITH		10	SHARED DISPOSITIVE POWER
			6,128,297 (see Item 5)

11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,128,297 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (see Item 5)
14	TYPE OF REPORTING PERSON*
	OO

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 4 of 10 Pages)


1	NAME OF REPORTING PERSON
	Warburg Pincus & Co.
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-6358475
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) ¨
					(b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF		7	SOLE VOTING POWER
SHARES			0
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			3,256,378 (see Items 4 and 5)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			0
PERSON WITH		10	SHARED DISPOSITIVE POWER
			6,128,297 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,128,297 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (see Item 5)
14	TYPE OF REPORTING PERSON
	PN

CUSIP No. (471109 10 8)				SCHEDULE 13D	(Page 5 of 10 Pages)


1	NAME OF REPORTING PERSON
	Warburg Pincus LLC
	I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS
	I.R.S. Identification No. 13-3536050
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP				(a) x
					(b) ¨
3	SEC USE ONLY
4	SOURCE OF FUNDS
	N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
	TO ITEM 2(d) or 2(e)				¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION
	New York
NUMBER OF		7	SOLE VOTING POWER
SHARES			0
BENEFICIALLY		8	SHARED VOTING POWER
OWNED BY			3,256,378 (see Items 4 and 5)
EACH		9	SOLE DISPOSITIVE POWER
REPORTING			0
PERSON WITH		10	SHARED DISPOSITIVE POWER
			6,128,297 (see Item 5)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
	6,128,297 (see Item 5)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
	CERTAIN SHARES (see instructions)				¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
	8.0% (see Item 5)
14	TYPE OF REPORTING PERSON*
	OO

This Amendment No. 9 to Schedule 13D (this “Amendment”) amends and supplements the Schedule 13D, as previously amended (the “Schedule 13D”), of Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (“WP VIII”), Warburg Pincus Partners LLC, a New York limited liability company (“WPP LLC”), Warburg Pincus & Co., a New York general partnership (“WP”), and Warburg Pincus LLC, a New York limited liability company (“WP LLC” and, together with WP VIII, WPP LLC and WP, the “Reporting Entities”). The holdings of the Reporting Entities indicated in this Schedule 13D include the holdings of Warburg Pincus Netherlands Private Equity VIII C.V., I (“WPNPE VIII I”) and WP-WPVIII Investors, L.P. (“WP-WPVIII”, and together with WP VIII and WPNPE VIII I, the “Investors”). WP, WPP LLC, WP LLC and t he Investors are referred to in this Amendment as the “Group Members.” This Schedule 13D relates to the common shares, par value $0.01, of Jarden Corporation, a Delaware corporation (the “Company”).

The Group Members are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).

Unless set forth below, all previous items are unchanged. Capitalized terms used herein which are not defined herein have the meanings given to them in the Schedule 13D and any amendments thereto.

ITEM 4. PURPOSE OF THE TRANSACTION.

Item 4 is hereby amended and supplemented by adding the following thereto:

“On April 16, 2008, WP VIII and certain of its affiliates and the Company entered into a letter agreement (the “Letter Agreement”), pursuant to which WP VIII and certain of its affiliates irrevocably waived certain rights under the Purchase Agreement, including (1) the right to access the Company’s books, records, properties and personnel and similar information, (2) the right to designate a person to be recommended by the Company’s Governance and Nominating Committees (or any other committee exercising a similar function) and by the Company’s Board of Directors to serve as a director of the Company and to designate any replacement for such director, (3) the right to have a board observer and (4) the right to consent to the appointment of a new Company Chief Executive Officer, Chief Financial Officer or other person performing the duties of those positions.

The foregoing summary of the Letter Agreement is qualified in its entirety by reference to the Letter Agreement, a copy of which is set forth as Exhibit 10 and is incorporated herein by reference.”

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Item 5(a) is hereby amended and restated in its entirety as follows:

“(a) Due to their respective relationships with each other, as of April 17, 2008, the Group Members may be deemed to beneficially own, in the aggregate, 6,128,297 shares of Common Stock of the Company, representing approximately 8.0% of the outstanding shares of Common Stock, based on 76,818,865 shares of Common Stock outstanding as of February 15, 2008 (as provided by the Company in its Form 10-K for the fiscal year ended December 31, 2007). The Group Members are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Exchange Act.”

ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.

Item 7 is hereby amended and supplemented by adding the following thereto:

“10. Letter Agreement, dated as of April 16, 2008, between Warburg Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V. I, WP-WPVIII Investors, L.P. and Jarden Corporation”

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: April 17, 2008

WARBURG PINCUS PRIVATE EQUITY VIII, L.P.

By:		Warburg Pincus Partners LLC,
		its General Partner

By:		Warburg Pincus & Co.,
		its Managing Member

By:		/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


WARBURG PINCUS PARTNERS LLC

By:		Warburg Pincus & Co.,
		its Managing Member

By:		/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


WARBURG PINCUS & CO.

By:		/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


WARBURG PINCUS LLC

By:		/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Managing Director

INDEX OF EXHIBITS

1.		Joint Filing Agreement, dated as of June 14, 2005, by and among Warburg
		Pincus Private Equity VIII, L.P.; Warburg Pincus & Co.; and Warburg Pincus
		LLC (filed previously)

2.		Purchase Agreement, dated as of September 19, 2004, by and between Jarden
		Corporation and Warburg Pincus Private Equity VIII, L.P. (incorporated in this
		Schedule 13D by reference to Exhibit 10.2 of the Current Report on Form 8-K
		filed by Jarden Corporation on September 23, 2004)

3.		Form of Certificate of Designations, Preferences and Rights of Series B
		Convertible Participating Preferred Stock of Jarden Corporation. (incorporated
		in this Schedule 13D by reference to Exhibit 10.3 of the Current Report on Form
		8-K filed by Jarden Corporation on September 23, 2004)

4.		Form of Certificate of Designations, Preferences and Rights of Series C
		Mandatory Convertible Participating Preferred Stock of Jarden Corporation.
		(incorporated in this Schedule 13D by reference to Exhibit 10.4 of the Current
		Report on Form 8-K filed by Jarden Corporation on September 23, 2004)

5.		Assignment and Joinder Agreement, dated October 8, 2004, by and among
		Jarden Corporation, Catterton Partners V, L.P., Catterton Partners V Offshore,
		L.P., Catterton Coinvest I, L.L.C., Warburg Pincus Netherlands Private Equity
		VIII C.V. I, Warburg Pincus Netherlands Private Equity VIII C.V. II, Warburg
		Pincus Germany Private Equity VIII KG and Warburg Pincus Private Equity
		VIII, L.P. (filed previously)

6.		Escrow Agreement, dated as of October 8, 2004, by and among Jarden
		Corporation, Warburg Pincus Private Equity VIII, L.P. and National City Bank, a
		national banking association, as escrow agent. (filed previously)

7.		Voting Trust Agreement, dated as of June 8, 2006, by and among Warburg
		Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity
		VIII C.V. I, Warburg Pincus Germany Private Equity VIII, K.G. and Martin E.
		Franklin. (filed previously)

8.		Underwriting Agreement, dated as of November 8, 2006, by and among Lehman
		Brothers Inc., Citigroup Global Markets Inc., Goldman, Sachs & Co., the
		Company, Warburg Pincus Private Equity VIII, L.P., Warburg Pincus
		Netherlands Private Equity VIII C.V. I, Warburg Pincus Germany Private Equity
		VIII, K.G. and the other selling stockholders named therein (incorporated in this
		Schedule 13D by reference to Exhibit 1.1 of the Current Report on Form 8-K
		filed by Jarden Corporation on November 14, 2006)

9.		Press Release dated September 21, 2007 (incorporated in this Schedule 13D by
		reference to Exhibit 99.1 of the Current Report on Form 8-K filed by Jarden
		Corporation on September 21, 2007)

10.		Letter Agreement, dated as of April 16, 2008, between Warburg Pincus
		Private Equity VIII, L.P., Warburg Pincus Netherlands Private Equity VIII C.V.
		I, WP-WPVIII Investors, L.P. and Jarden Corporation

EX-10 2 exhibit10.htm exhibit10.htm -- Converted by SEC Publisher, created by BCL Technologies Inc., for SEC Filing

Exhibit 10

Warburg Pincus Private Equity VIII, L.P.
466 Lexington Avenue
New York, New York 10017

April 16, 2008

Jarden Corporation
555 Theodore Fremd Avenue
Rye, New York 10580

Ladies and Gentlemen:

We refer to the Purchase Agreement (the “Agreement”), dated as of September 19, 2004, between Jarden Corporation (the “Company”) and Warburg Pincus Private Equity VIII, L.P. (together with Warburg Pincus Netherlands Private Equity VIII C.V. I and WP-WPVIII Investors, L.P., the “Investor”). Capitalized terms used but not defined in this letter agreement shall have the meanings give n to such terms in the Agreement.

Investor hereby irrevocably waives and relinquishes all rights under Section 3.3(a) of the Agreement (Access, Information) to which it or any of its representatives are entitled, irrespective of Investor’s ownership of Securities as a percentage of the Share Base.

Investor hereby irrevocably waives and relinquishes all rights under Section 4.4 of the Agreement (Governance Matters) to which it is entitled, irrespective of its ownership of Securities as a percentage of the Share Base.

In connection with the waiver of such rights in paragraphs two and three above, Investor agrees that the Company shall no longer be required to comply with its obligations under Sections 3.3(a) and 4.4 of the Agreement to the extent they relate to such rights.

This waiver relates only to the foregoing matters, and does not extend to any amendment, waiver or modification thereof, or any other agreements or transactions, whether or not similar or related to the foregoing. Except as expressly set forth herein, all of the terms and conditions of the Agreement shall remain in effect without modification, and the provisions of Article VI of the Agreement shall apply to this letter agreement mutatis mutandis.

Please acknowledge this waiver by signing this letter in the space provided below and returning a copy to the undersigned.

[Signature page follows.]

Very truly yours,

WARBURG PINCUS PRIVATE EQUITY
VIII, L.P.

By:		Warburg Pincus Partners LLC,
		its General Partner

By:		Warburg Pincus & Co.,
		its Managing Member


By:		/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

WARBURG PINCUS NETHERLANDS
PRIVATE EQUITY VIII C.V. I

By:		Warburg Pincus Partners LLC,
		its General Partner

By:		Warburg Pincus & Co.,
		its Managing Member


By:		/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner


WP-WPVIII INVESTORS, L.P.

By:		Warburg Pincus Partners LLC,
		its General Partner

By:		Warburg Pincus & Co.,
		its Managing Member


By:		/s/ Scott A. Arenare
		Name: Scott A. Arenare
		Title: Partner

Accepted and agreed to as of
the 16th day of April, 2008:

JARDEN CORPORATION

By: /s/ John E. Capps

Name: John E. Capps

Title: Senior Vice President, General Counsel & Secretary

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