-----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, AxNL/KFdl/h1N2m32WQgHXxbb8JI+dSoq4vUxT5ceHJlUDmjmOh+P9PhMw29Q9yG GtFis2MJQ/roOPHQPViTCg== 0000898822-05-000017.txt : 20050126 0000898822-05-000017.hdr.sgml : 20050126 20050126193703 ACCESSION NUMBER: 0000898822-05-000017 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050124 FILED AS OF DATE: 20050126 DATE AS OF CHANGE: 20050126 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 LLC CENTRAL INDEX KEY: 0001162870 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 05551449 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 05551450 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 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: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13665 FILM NUMBER: 05551448 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 4 1 jan24form4_ex.xml X0202 4 2005-01-24 0 0000895655 JARDEN CORP JAH 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 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $.01 per share 2005-01-24 4 J 0 612245 A 612245 D Series B Convert. Particip. Pref'd Stock, par val. $.01 32 2005-01-24 4 J 0 110204 A Common Stock 110204 D Series C Mand Convert. Particip. Pref'd Stock, par val. $.01 30 2005-01-24 4 J 0 171429 A Common Stock 171429 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 Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock"), and 200,000 Series C Mandatory Convertible Participating Preferred Stock of the Company ("Series C Preferred Stock"), at an aggregate purchase price of $350,000,000. Pursuant to an Assignment and Joinder Agreement, dated October 8, 2004 (the "Agreement"), by and among the Company, CattertonPartners V, L.P. ("Catterton Partners"), Catterton Partners V Offshore, L.P. ("Catterton Offshore"), Catterton Coinvest I, L.L.C. (together with Catterton Partners and Catterton Offshore, "Catterton") WPVIII, Warburg Pincus Netherlands Private Equity VIII C.V. I ("WPNPE VIII I"), Warburg Pincus Netherlands Private Equity VIII C.V. II ("WPNPE VIII II") and Warburg Pincus Germany Private Equity VIII KG ("WPGPE VIII" and together with WPVIII, WPNPE VIII I and WPNPE VIII II, the "Warburg Pincus Funds"), WPVIII assigned certain rights, and Catterton and WPNPE VIII I, WPNPE VIII II and WPGPE VIII assumed WP VIII's related obligations, under the Purchase Agreement in connection with the purchase of the shares of Series B Preferred Stock, Series C Preferred Stock and Common Stock. (Continued in note 3) On December 31, 2004, WPNPE VIII II distributed all of its assets, including its rights under the Agreement, to WPNPE VIII I. On January 24, 2005, the transactions contemplated by the Purchase Agreement were consummated and the Warburg Pincus Funds purchased from the Company an aggregate of 612,245 shares of Common Stock, 110,204 shares of Series B Convertible Participating Preferred Stock of the Company, par value $0.01 per share ("Series B Preferred Stock"), and 171,429 shares of Series C Mandatory Convertible Participating Preferred Stock, par value $0.01 per share of the Company ("Series C Preferred Stock" and together with Series B Preferred Stock, the "Preferred Stock") and the aggregate purchase price paid for these shares of Common Stock and the Preferred Stock by the Warburg Pincus Funds was $300,000,710. The sole general partner of each of WPVIII, WPNPE VIII I, WPNPE VIII II and WPGPE VIII is Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WPVIII. The securities disclosed on this Form 4 may be deemed to be beneficially owned by WPVIII and its affiliated funds (WPNPE VIII I, WPNPE VIII II and WPGPE VIII). By reason of the provisions of Rule 16a-1 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 and its affiliated funds although WP, WP LLC and the Warburg Pincus Funds 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. The Base Liquidation Value and the conversion price are subject to certain adjustments. The Series B Convertible Participating Stock is convertible from and after the closing of the transaction and has no expiration date. 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 delivered to the Escrow Agent),(cont.) each share of Preferred Stock shall automatically convert into shares of both (i) Series B Preferred Stock and (ii) Common Stock. The Series C Preferred Stock has no expiration date. 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 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 $30.00. From and after the seven month anniversary of the consummation of the acquisition of AHI, each holder of Series C Preferred Stock will have the right, at any time and from time to time, at such holder's option, to require the Company to redeem any or all of such holder's shares of Series C Preferred Stock, in whole or in part, at a price per share of Series C Preferred Stock equal to (x) the liquidation value in effect on such special redemption date multiplied by (y) the market price of a share of Common Stock on the date such holder transmits to the Company the notice required by the Ser. C Cert. of Designations divided by (z) the special redemption price, initially equal to $31.71 and to be reduced by 10% as of the seventh month of the Funding Date (subject to adjustment as set forth in the Ser. C Cert. of Designations). 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. /s/ Warburg Pincus Private Equity VIII, L.P., by Warburg Pincus & Co. (General Partner), by Scott A. Arenare (Partner) 2005-01-26 /s/ Warburg, Pincus & Co., by Scott A. Arenare (Partner) 2005-01-26 /s/ Warburg Pincus LLC, by Scott A. Arenare (Managing Director) 2005-01-26 -----END PRIVACY-ENHANCED MESSAGE-----