-----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, FzLHCS+QigO5QzZ1jHL6OR0S91Qn/4PImqK0pK+2iL4Z9AiU0AKmWTMnBOzDdcai XgSFhWa0H7ZaDa4Oi8xigQ== 0000898822-04-000942.txt : 20040929 0000898822-04-000942.hdr.sgml : 20040929 20040929183554 ACCESSION NUMBER: 0000898822-04-000942 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20040919 FILED AS OF DATE: 20040929 DATE AS OF CHANGE: 20040929 ISSUER: 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 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS PRIVATE EQUITY VIII L P CENTRAL INDEX KEY: 0001157334 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 041053760 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 041053758 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: WARBURG PINCUS & CO CENTRAL INDEX KEY: 0000929408 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 041053759 BUSINESS ADDRESS: STREET 1: 466 LEXINGTON AVENUE CITY: NEW YORK STATE: NY ZIP: 100173147 BUSINESS PHONE: 2128780600 MAIL ADDRESS: STREET 1: 466 LEXINGTON AVENUE STREET 2: NEW YORK CITY: NY STATE: NY ZIP: 100173147 3 1 sep21f3_ex.xml X0202 3 2004-09-19 0 0000895655 JARDEN CORP JAH 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0000929408 WARBURG PINCUS & CO 466 LEXINGTON AVENUE NEW YORK NY 100173147 0 0 1 0 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $.01 per share 714286 D Series B Convert. Particip. Pref'd Stock, par val. $.01 32.00 Common Stock 4017844 D Series C Mand Convert. Particip. Pref'd Stock, par val. $.01 30.00 Common Stock 6309524 D Pursuant to a Purchase Agreement, dated as of September 19, 2004, by and between Jarden Corporation (the "Company"), and Warburg Pincus Private Equity VIII, L.P. ("WPVIII"), a Delaware limited partnership (the "Purchase Agreement"), WPVIII agreed to purchase 714,286 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, 128,571 shares of Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock"), and, 200,000 shares of Series C Mandatory Convertible Participating Preferred Stock of the Company ("Series C Preferred Stock"), at an aggregate purchase price of $350,000,000. The sole general partner of WPVIII is Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WPVIII. All of the securities disclosed on this Form 3 are owned by WPVIII. By reason of the provisions of the Securities Exchange Act of 1934, WP and WP LLC may be deemed to be the beneficial owners of Common Stock held by WPVIII, although both WP and WP LLC disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein. The number of shares of Common Stock into which a share of the Series B Preferred Stock shall be convertible shall be determined by dividing a certain value per share (the "Base Liquidation Value") in effect at the time of conversion, by the conversion price in effect at the time of conversion. Assumes that the Base Liquidation Value in effect at the time of conversion shall be $1,000.00 and the conversion price in effect shall be $32.00. Subject to certain adjustments. Upon receipt by the Company of both (i) any and all shareholder approvals as may be necessary so that the Series C Preferred Stock shall be immediately convertible into Series B Preferred Stock and Common Stock and (ii) (A) shareholder approval of a proposed amendment to the Company's Certificate of Incorporation to exempt, under certain circumstances, WP, WPVIII, their affiliate funds and the respective general partners, managers, managing members and similar such entities of such funds from the definition of "related person" contained in such Certificate of Incorporation or (B) written waivers of the requirement to receive the approval of such amendment from holders of shares of Series C Preferred Stock representing at least a majority of the then outstanding shares of Series C Preferred Stock (provided that such waivers shall be deemed to have been granted 31 months following the date on which the aggregate purchase price is (continued in note 7) delivered to the Escrow Agent), each share of Preferred Stock shall automatically convert into shares of both (i) Series B Preferred Stock and (ii) Common Stock. The number of shares of Series B Preferred Stock into which a share of the Series C Preferred Stock shall be convertible shall be determined by multiplying a certain value per share (the "Liquidation Value") in effect at the time of conversion pursuant to the Purchase Agreement by 0.857143 and dividing by $1,000.00. The number of shares of Common Stock into which a share of Series C Preferred Stock shall be convertible shall be determined by multiplying $1,000.00 by 0.142857 and dividing by the conversion price in effect at the time of conversion. Assumes (i) a Liquidation Value of $1,000.00 shall be in effect at the time of conversion, (ii) the conversion price in effect is $30.00 and (iii) all shares of Series B Preferred Stock received upon conversion of the Series C Preferred Stock are immediately converted into Common Stock. The Series B Convertible Participating Stock is convertible from and after the closing of the transaction and has no expiration date. /s/ Warburg Pincus Private Equity VIII, L.P., by Warburg Pincus & Co. (General Partner), by Scott A. Arenare (Partner) 2004-09-29 /s/ Warburg, Pincus & Co., by Scott A. Arenare (Partner) 2004-09-29 /s/ Warburg Pincus LLC, by Scott A. Arenare (Managing Director) 2004-09-29 -----END PRIVACY-ENHANCED MESSAGE-----