-----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, IBjAsL5Ndl1MUCsqWtXJZCG++3Ce+0hefCnUQ0xR7k4Xth0f18QYH8mvC+iX6iyc v6ElkKq/dt3qqq1KYMU2Qw== 0000950136-03-002437.txt : 20031001 0000950136-03-002437.hdr.sgml : 20031001 20031001154328 ACCESSION NUMBER: 0000950136-03-002437 CONFORMED SUBMISSION TYPE: S-4 PUBLIC DOCUMENT COUNT: 16 FILED AS OF DATE: 20031001 FILER: COMPANY DATA: COMPANY CONFORMED NAME: OWD INC CENTRAL INDEX KEY: 0001265308 IRS NUMBER: 160875905 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-04 FILM NUMBER: 03920569 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: KIE STATE: NY ZIP: 10580 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TUPPER LAKE PLASTICS INC CENTRAL INDEX KEY: 0001265309 IRS NUMBER: 160875905 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-03 FILM NUMBER: 03920568 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: KIE STATE: NY ZIP: 10580 FILER: COMPANY DATA: COMPANY CONFORMED NAME: X PROPERTIES LLC CENTRAL INDEX KEY: 0001265311 IRS NUMBER: 820582251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-02 FILM NUMBER: 03920567 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: KIE STATE: NY ZIP: 10580 FILER: COMPANY DATA: COMPANY CONFORMED NAME: LEHIGH CONSUMER PRODUCTS CORP CENTRAL INDEX KEY: 0001265312 IRS NUMBER: 820582251 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-01 FILM NUMBER: 03920566 MAIL ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: KIE STATE: NY ZIP: 10580 FILER: COMPANY DATA: COMPANY CONFORMED NAME: QUOIN LLC CENTRAL INDEX KEY: 0001177479 IRS NUMBER: 880374612 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-08 FILM NUMBER: 03920573 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA PLASTICS CORP CENTRAL INDEX KEY: 0001177472 IRS NUMBER: 352000584 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-11 FILM NUMBER: 03920576 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA ZINC PRODUCTS LP CENTRAL INDEX KEY: 0001177474 IRS NUMBER: 352000583 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-10 FILM NUMBER: 03920575 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: HEARTHMARK LLC CENTRAL INDEX KEY: 0001177475 IRS NUMBER: 352000585 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-09 FILM NUMBER: 03920574 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TILIA DIRECT INC CENTRAL INDEX KEY: 0001177480 IRS NUMBER: 371424484 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-05 FILM NUMBER: 03920570 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TILIA INTERNATIONAL INC CENTRAL INDEX KEY: 0001177481 IRS NUMBER: 38364648 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-07 FILM NUMBER: 03920572 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 FILER: 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: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353 FILM NUMBER: 03920565 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 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ALLTRISTA NEWCO CORP CENTRAL INDEX KEY: 0001177471 IRS NUMBER: 352000581 STATE OF INCORPORATION: IN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-12 FILM NUMBER: 03920577 BUSINESS ADDRESS: STREET 1: 555 THEODORE FREMD AVE CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 MAIL ADDRESS: STREET 1: 555 THEODORE FRAMD AVE CITY: RYE STATE: NY ZIP: 10580 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TILIA INC CENTRAL INDEX KEY: 0000874601 IRS NUMBER: 364491807 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-4 SEC ACT: 1933 Act SEC FILE NUMBER: 333-109353-06 FILM NUMBER: 03920571 BUSINESS ADDRESS: STREET 1: 555 THEODORE FRAMD CITY: RYE STATE: NY ZIP: 10580 BUSINESS PHONE: 9149679400 MAIL ADDRESS: STREET 1: 555 THEODORE FRAMD AVE CITY: RYE STATE: NY ZIP: 10580 S-4 1 file001.txt FORM S-4 As filed with the Securities and Exchange Commission on October 1, 2003 Registration No. 333- - -------------------------------------------------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM S-4 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 JARDEN CORPORATION (Exact name of registrant as specified in charter) DELAWARE 4229 35-1828377 (State or other (Primary Standard (I.R.S. Employer jurisdiction of Industrial Classification Identification No.) incorporation or Code Numbers) organization) 555 THEODORE FREMD AVENUE RYE, NY 10580 (914) 967-9400 (Address, including zip code and telephone number, including area code, of registrant's principal executive offices) MARTIN E. FRANKLIN, CHAIRMAN AND CHIEF EXECUTIVE OFFICER JARDEN CORPORATION 555 THEODORE FREMD AVENUE RYE, NY 10580 (914) 967-9400 (Name, Address, including zip code and telephone number, including area code, of agent for service of process) With copies to: ROBERT L. LAWRENCE, ESQ. KANE KESSLER, P.C. 1350 AVENUE OF THE AMERICAS NEW YORK, NY 10019 (212) 541-6222 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO PUBLIC: As soon as practicable after the effective date of this registration statement. If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General instruction G, check the following box. [ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration number for the same offering. [ ] If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [ ]
CALCULATION OF REGISTRATION FEE - ---------------------------------------------------------------------------------------------------------------- PROPOSED PROPOSED MAXIMUM MAXIMUM AGGREGATE TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE OFFERING AMOUNT OF SECURITIES TO BE REGISTERED REGISTERED PER UNIT(1) PRICE(1) REGISTRATION FEE 9 3/4% Senior Subordinated Notes due 2012 $30,000,000 100% $30,000,000 $2,427.00 (2) Subsidiary Guarantees of 9 3/4% Senior Subordinated Notes due 2012 - - - (3)
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(f) of the Securities Act of 1933, as amended (the "Securities Act"). (2) Calculated pursuant to Rule 457(f)(2) of the Securities Act. (3) Pursuant to Rule 457(n) under the Securities Act, no separate fee is payable for the subsidiary guarantees. ----------------------------------- The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.
TABLE OF ADDITIONAL REGISTRANTS - ------------------------------------------------------------------------------------------------------------------------- ADDRESS, INCLUDING STATE OR OTHER ZIP CODE AND JURISDICTION I.R.S.EMPLOYER TELEPHONE NUMBER, OF INCORPORATION OR IDENTIFICATION INCLUDING AREA NAME ORGANIZATION NUMBER CODE - ------------------------------------------------------------------------------------------------------------------------- Alltrista Newco Corporation Indiana 35-2000581 * - ------------------------------------------------------------------------------------------------------------------------- Alltrista Plastics Corporation Indiana 35-2000584 * - ------------------------------------------------------------------------------------------------------------------------- Alltrista Zinc Products, L.P. Indiana 35-2000583 * - ------------------------------------------------------------------------------------------------------------------------- Hearthmark, LLC Delaware 35-2000585 * - ------------------------------------------------------------------------------------------------------------------------- Quoin, LLC Delaware 88-0374612 * - ------------------------------------------------------------------------------------------------------------------------- Tilia, Inc. Delaware 36-4491807 * - ------------------------------------------------------------------------------------------------------------------------- Tilia Direct, Inc. Delaware 37-1424484 * - ------------------------------------------------------------------------------------------------------------------------- Tilia International, Inc. Delaware 38-3645648 * - ------------------------------------------------------------------------------------------------------------------------- O.W.D. Incorporated New York 16-0875905 * - ------------------------------------------------------------------------------------------------------------------------- Tupper Lake Plastics, Incorporated New York 14-1723483 * - ------------------------------------------------------------------------------------------------------------------------- X Properties, LLC Delaware 82-0582251 * - ------------------------------------------------------------------------------------------------------------------------- Lehigh Consumer Products Corporation Pennsylvania 23-2936885 * - -------------------------------------------------------------------------------------------------------------------------
*The name, address, including zip code, and telephone number of the agent for service of process is Martin Franklin at 555 Theodore Fremd Avenue, Rye, NY 10580, telephone number (914) 967-9400. SUBJECT TO COMPLETION, DATED ___________ __, 2003. PROSPECTUS JARDEN CORPORATION OFFER TO EXCHANGE $30,000,000 PRINCIPAL AMOUNT OF OUR 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF OUR OUTSTANDING 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012, WHICH HAVE ALSO BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 UNCONDITIONALLY GUARANTEED BY: ALLTRISTA NEWCO CORPORATION, ALLTRISTA PLASTICS CORPORATION, ALLTRISTA ZINC PRODUCTS, L.P., HEARTHMARK, LLC, QUOIN, LLC, TILIA, INC., TILIA DIRECT, INC., TILIA INTERNATIONAL, INC., O.W.D. INCORPORATED, TUPPER LAKE PLASTICS, INCORPORATED, X PROPERTIES, LLC AND LEHIGH CONSUMER PRODUCTS CORPORATION --------------- MATERIAL TERMS OF THE EXCHANGE OFFER o The exchange offer expires at 5:00 p.m., New York City time, on _____________, 2003, unless extended. o We will exchange all outstanding old notes, which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), that are validly tendered and not validly withdrawn for an equal principal amount of a new series of notes which are registered under the Securities Act, subject to the satisfaction or waiver of specified conditions. o The terms of the new notes are substantially identical to those of the old notes, except that the new notes shall be issued under and governed by an Indenture, dated as of April 24, 2002, as amended (the "April 2002 Indenture"), among Jarden Corporation, the guarantors named therein and The Bank of New York, instead of an Indenture, dated January 29, 2003, as amended (the "January 2003 Indenture," together with the April 2002 Indenture, the "Indentures"), among Jarden Corporation, the guarantors named therein and The Bank of New York. The Indentures are substantially identical in their terms. o You may withdraw tenders of old notes at any time before the exchange offer expires. o The exchange of new notes for outstanding old notes should not be a taxable event for U.S. Federal income tax purposes. o We will not receive any proceeds from the exchange offer. 1 o We do not intend to apply for listing of any of the new notes to be issued on any securities exchange or to arrange for them to be quoted on any quotation system. o Our current and future domestic subsidiaries will unconditionally guarantee in full, on a joint and several basis, our obligation to pay the principal of, premium, if any, and interest on the new notes. See "Risk Factors - Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors" and "Description of the New Notes - Subsidiary Guarantees." --------------- PLEASE REFER TO "RISK FACTORS" BEGINNING ON PAGE 16 FOR A DESCRIPTION OF THE RISKS YOU SHOULD CONSIDER WHEN EVALUATING THIS INVESTMENT. --------------- WE ARE NOT ASKING YOU FOR A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. --------------- NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES COMMISSION HAS APPROVED OR DISAPPROVED OF THE NOTES TO BE ISSUED IN THE EXCHANGE OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. WE MAY AMEND OR SUPPLEMENT THIS PROSPECTUS FROM TIME TO TIME BY FILING AMENDMENTS OR SUPPLEMENTS AS REQUIRED. YOU SHOULD READ THIS ENTIRE PROSPECTUS (AND THE ACCOMPANYING LETTER OF TRANSMITTAL AND RELATED DOCUMENTS) AND ANY AMENDMENTS OR SUPPLEMENTS CAREFULLY BEFORE MAKING YOUR INVESTMENT DECISION. THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY NOT OFFER FOR SALE OR SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED. THE DATE OF THIS PROSPECTUS IS __________ __, 2003. 2 TABLE OF CONTENTS
Page ---- INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.............................................6 THE COMPANY.................................................................................7 SUMMARY.....................................................................................9 Summary of the Terms of the Exchange Offer...............................................9 Summary of the Terms of the New Notes...................................................13 RISK FACTORS...............................................................................15 RISKS RELATING TO THE NOTES.............................................................15 Your right to receive payments on the new notes is junior to our existing senior indebtedness and possibly all of our future borrowings. Further, the guarantees of the new notes are junior to all of the guarantors' existing senior indebtedness and possibly to all of their future borrowings..............................................................15 Since the new notes are unsecured, your right to enforce remedies is limited by the rights of holders of secured debt.....................................16 Not all of our subsidiaries will guarantee our obligations under the new notes, and the assets of the non-guarantor subsidiaries may not be available to make payments on the new notes..........................................16 Our significant indebtedness could adversely affect our financial health, and prevent us from fulfilling our obligations under our debt........................16 We will require a significant amount of cash to service our indebtedness. Our ability to generate cash depends on many factors beyond our control..............17 The indenture related to the new notes, the old notes, and our senior credit facility contain various covenants which limit our management's discretion in the operation of our business..........................................18 We may not have the ability to raise the funds necessary to finance the change of control offer required by the April 2002 Indenture and the January 2003 Indenture...............................................................18 A public market for the new notes may not develop....................................19 Federal and state statutes allow courts, under specific circumstances, to void guarantees and require security holders to return payments received from guarantors......................................................................19 Until consummation of the exchange offer, the new notes offered hereby will be a separate series of securities than, and will not be fungible with, the notes issued pursuant to the April 2002 Indenture..........................20 RISKS RELATING TO JARDEN................................................................21 Reductions, cancellations, or delays in customer purchases would adversely affect our profitability.............................................................21 We may be adversely affected by the trend towards retail trade consolidation........................................................................21 Sales of some of our products are seasonal and weather related.......................21 We depend on suppliers in Asia.......................................................22 Competition in our industries may hinder our ability to execute our business strategy, achieve profitability, or maintain relationships with existing customers...................................................................22 If we fail to develop new or expand existing customer relationships, our ability to grow our business will be impaired........................................23 We cannot be certain that our product innovations and marketing successes will continue........................................................................24 We may experience difficulty in integrating acquired businesses, which may interrupt our business operations................................................24
3 TABLE OF CONTENTS
Page ---- Our operations are subject to a number of Federal, state and local environmental regulations............................................................24 We may be adversely affected by remediation obligations mandated by applicable environmental laws........................................................24 We depend upon key personnel.........................................................25 We enter into contracts with the United States government and other governments..........................................................................25 Our operating results can be adversely affected by changes in the cost or availability of raw materials........................................................25 Our business could be adversely affected because of risks which are particular to international operations...............................................26 Our performance can fluctuate with the financial condition of the retail industry.............................................................................26 Claims made against us based on product liability could have a material adverse effect on our business.......................................................26 Our failure to successfully protect our intellectual property rights could have a material adverse effect on our business.......................................27 We depend on a single manufacturing facility for certain essential products.............................................................................27 Certain of our employees are represented by labor unions.............................27 USE OF PROCEEDS............................................................................28 RATIO OF EARNINGS TO FIXED CHARGES.........................................................29 CAPITALIZATION.............................................................................29 SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA............................................31 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.................................................................................33 THE EXCHANGE OFFER.........................................................................35 Purpose of the Exchange Offer........................................................35 Resale of the New Notes..............................................................35 Terms of the Exchange Offer..........................................................36 Expiration Date; Extensions; Amendments..............................................37 Interest on the New Notes............................................................38 Procedures for Tendering.............................................................38 Return of Notes......................................................................41 Book-Entry Transfer..................................................................41 Guaranteed Delivery Procedures.......................................................41 Withdrawal of Tenders................................................................42 Conditions...........................................................................43 Liquidated Damages...................................................................43 Exchange Agent.......................................................................44 Fees and Expenses....................................................................44 Consequence of Failures to Exchange..................................................45 DESCRIPTION OF THE NEW NOTES...............................................................45 Brief Description of the New Notes and the Guarantees...................................46 Principal, Maturity and Interest........................................................47 Methods of Receiving Payments on the Notes..............................................47 Paying Agent and Registrar for the Notes................................................48 Transfer and Exchange...................................................................48 Subsidiary Guarantees...................................................................48 Subordination...........................................................................49
4 TABLE OF CONTENTS
Page ---- Optional Redemption.....................................................................51 Mandatory Redemption....................................................................51 Repurchase at the Option of Holders.....................................................51 Selection and Notice....................................................................55 Certain Covenants.......................................................................56 Events of Default and Remedies..........................................................67 No Personal Liability of Directors, Officers, Employees and Stockholders........................................................................69 Legal Defeasance and Covenant Defeasance................................................69 Amendment, Supplement and Waiver........................................................71 Satisfaction and Discharge..............................................................73 Concerning the Trustee..................................................................73 Book-Entry, Delivery and Form...........................................................74 Depositary Procedures...................................................................74 Exchange of Book-Entry Notes for Certificated Notes.....................................77 Exchange of Certificated Notes for Global Notes.........................................78 Certain Definitions.....................................................................78 DESCRIPTION OF SENIOR INDEBTEDNESS.........................................................94 FEDERAL INCOME TAX CONSIDERATIONS.........................................................101 PLAN OF DISTRIBUTION......................................................................105 WHERE YOU CAN FIND MORE INFORMATION.......................................................107 EXPERTS...................................................................................107 LEGAL MATTERS.............................................................................108
5 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The following documents heretofore filed by us with the Securities and Exchange Commission (the "Commission") pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act"), are hereby incorporated by reference in this prospectus, except as superseded or modified herein: (a) Our annual report on Form 10-K for the fiscal year ended December 31, 2002; (b) Our quarterly report on Form 10-Q for the period ended June 30, 2003; (c) Our quarterly report on Form 10-Q for the period ended March 31, 2003; (d) Our current report on Form 8-K, Date of Event - January 7, 2003, filed on January 10, 2003; (e) Our current report on Form 8-K, Date of Event February 7, 2003, filed on February 14, 2003; (f) Our current report on Form 8-K/A, Date of Event - February 7, 2003, filed on March 7, 2003; (g) Our current report on Form 8-K, Date of Event - April 28, 2003, filed on April 28, 2003; (h) Our current report on Form 8-K, Date of Event - May 1, 2003, filed on May 7, 2003; (i) Our current report on Form 8-K, Date of Event - July 9, 2003, filed on July 10, 2003; (j) Our current report on Form 8-K, Date of Event - July 28, 2003, filed on July 28, 2003; (k) Our current report on Form 8-K, Date of Event - September 2, 2003, filed on September 5, 2003; (l) Our current report on Form 8-K, Date of Event - September 8, 2003, filed on September 9, 2003; and (m) Our current report on Form 8-K, Date of Event - September 25, 2003, filed on September 26, 2003 (n) Our definitive proxy statement on Schedule 14A filed on March 28, 2003 6 All of such documents are on file with the Commission. In addition, all documents filed by Jarden Corporation pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, subsequent to the date of this prospectus and prior to termination of the exchange offer are incorporated by reference in this prospectus and are a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this prospectus to the extent that a statement contained herein or in any subsequently filed document that is also incorporated by reference herein modifies or replaces such statement. Any statements so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus. This prospectus incorporates herein by reference important business and financial information about us that is not included in or delivered with this prospectus. This information is available to you without charge upon written or oral request. If you would like a copy of any of this information, please submit your request to Jarden Corporation, 555 Theodore Fremd Avenue, Rye, NY 10580, Attention: Corporate Secretary, or call (914) 967-9400. In addition, to obtain timely delivery of any information you request, you must submit your request no later than ____________, 2003, which is five business days before the date the exchange offer expires. THE COMPANY We are a leading provider of niche consumer products used in and around the home, under well-known brand names including Ball(R), Bernardin(R), Crawford(R), Diamond(R), FoodSaver(R), Forster(R), Kerr(R), Lehigh(R) and Leslie-Locke(R). In North America, we are the market leader in several targeted categories, including branded retail plastic cutlery, home canning, home vacuum packaging, kitchen matches, rope, cord and twine and toothpicks. Many of our products are affordable, consumable and fundamental household staples, resulting in recurring revenues. Our highly recognized brands, innovative products and multi-channel distribution strategy, together with our strategic acquisitions, have resulted in significant growth in revenue and profitability. In the year ended December 31, 2002, we generated $635.4 million, $104.8 million and $52.1 million in net sales, operating income and net income, respectively on a pro forma basis, after taking into effect our acquisitions of Tilia International, Inc., Diamond Brands International, Inc. and Lehigh Consumer Products Corporation as though they were effective as of January 1, 2002. We have achieved leading market positions by selling branded consumer products through a variety of distribution channels, including club, department store, drug, grocery, hardware, home improvement, mass merchant and specialty retailers, as well as direct to consumers. By leveraging our strong brand portfolio, category management expertise and superior customer service, we have established and continue to maintain long-term relationships with leading retailers within these channels. We have long-standing relationships with each of our top ten customers. For example, we have serviced Wal-Mart and Home Depot since their openings in 1962 and 1978, respectively, and are currently category manager at Wal-Mart for home canning-related products and at Home Depot for cordage. Moreover, several of our leading 7 brands, such as Diamond(R) kitchen matches and Ball(R) jars, have been in continuous use for over 100 years. We continue to expand our existing customer relationships and attract customers by introducing new product line extensions and entering new product categories. We operate three primary business segments, comprised of branded consumables, consumer solutions and plastic consumables. Branded Consumables. We manufacture or source, market and distribute a broad line of branded consumer products that includes craft items, food preparation kits, home canning jars, jar closures, kitchen matches, plastic cutlery, rope, cord and twine, storage and workshop accessories, toothpicks and other accessories marketed under the Ball(R), Bernardin(R), Crawford(R), Diamond(R), Forster(R), Kerr(R), Lehigh(R) and Leslie-Locke(R) brand names. We deliver our branded consumable products to over 3,100 customers nationwide. On September 2, 2003, we acquired all of the issued and outstanding stock of Lehigh Consumer Products Corporation, the largest supplier of rope, cord and twine for the U.S. consumer marketplace and a leader in innovative storage and organization products for the home and garage as well as products in the security door and fencing market. Consumer Solutions. We source, market and distribute an array of home vacuum packaging machines under the market leading FoodSaver(R) brand name, as well as other products that service the needs of the consumer in the kitchen. We believe that the FoodSaver(R) vacuum packaging system is superior to more conventional means of food packaging, including freezer and storage bags and plastic containers, in preventing dehydration, rancidity, mold, freezer burn and hardening of food. The original FoodSaver(R) product was successfully launched through infomercials and has since expanded its distribution channels to be based primarily on retail customers. In addition to machines, we market and distribute an expanding line of proprietary bags and bag rolls for use with FoodSaver(R) machines, which represents a recurring revenue source, along with accessories including canisters, jar sealers and wine stoppers. Plastic Consumables. We manufacture, market and distribute a wide variety of consumer and medical plastic products for customers and our other primary segments. These products include closures, contact lens packaging, plastic cutlery, refrigerator door liners, shotgun shell casings, surgical devices and syringes. Many of these products are consumable in nature or represent components of consumer products. In addition to the three primary business segments described above, our other business consists primarily of our zinc strip business, which is the largest producer of zinc strip and fabricated products in the United States. 8 SUMMARY This summary highlights material information from the prospectus. It may not contain all of the information that is important to you. References in this prospectus to "Jarden," "we," "us" and "our" refer to Jarden Corporation. We urge you to read and review carefully this entire prospectus, and the other documents to which it refers, to fully understand the terms of the new notes and the exchange offer. SUMMARY OF THE TERMS OF THE EXCHANGE OFFER General................................... On May 8, 2003, we completed a registered offering of the old notes, which consisted of $30.0 million aggregate principal amount of our 9 3/4% Senior Subordinated Notes due 2012. The offering of the old notes was registered under the Securities Act. In connection with the offering, we entered into a registration rights agreement in which we agreed, among other things, to deliver this prospectus and to complete an exchange offer for the old notes The Exchange Offer........................ We are offering to exchange $1,000 principal amount of our registered 9 3/4% Senior Subordinated Notes due 2012, which shall be issued pursuant to an Indenture, dated as of April 24, 2002, as supplemented by the First Supplemental Indenture dated as of May 7, 2003, as further supplemented by the Second Supplemental Indenture dated as of May 28, 2003, and as further supplemented by the Third Supplemental Indenture dated as of September 25, 2003 (the "April 2002 Indenture), among Jarden Corporation, the guarantors named therein and The Bank of New York, as trustee (which we refer to as the "new notes"), for each $1,000 principal amount of our registered 9 3/4% Senior Subordinated Notes due 2012, which were issued pursuant to an Indenture, dated as of January 29, 2003, as supplemented by the First Supplemental Indenture dated as of May 8, 2003, as further supplemented by the Second Supplemental Indenture dated as of May 28, 2003, as further supplemented by the Third Supplemental Indenture dated as of August 28, 2003, and as further supplemented by the Fourth Supplemental Indenture dated as of September 25, 2003 (the "January 2003 Indenture"; together with the April 2002 Indenture, the "Indentures"), between Jarden Corporation and The Bank of New York, as trustee (which we refer to as the "old notes"). The 9 Indentures are substantially identical in their terms. We sometimes refer to the new notes and the old notes together as the "notes." Currently, $30.0 million principal amount of old notes are outstanding. The terms of the new notes are identical in all material respects to the terms of the old notes, except that the new notes will be issued under and governed by the April 2002 Indenture instead of the January 2003 Indenture. Old notes may be tendered only in $1,000 increments. Subject to the satisfaction or waiver of specified conditions, we will exchange the new notes for all old notes that are validly tendered and not properly withdrawn prior to the expiration of the exchange offer. See "The Exchange Offer -- Terms of the Exchange Offer." Upon completion of the exchange offer, there may be no market for the old notes and you may have difficulty selling them. Expiration Date........................... The exchange offer will expire at 5:00 p.m., New York City time, on ________, 2003, unless extended, in which case the expiration date will mean the latest date and time to which we extend the exchange offer. Conditions to the Exchange Offer.......... The exchange offer is not subject to conditions other than that: o it shall not violate applicable law or any applicable interpretation of the staff of the Commission, o no action or proceeding shall have been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer, or o all governmental approvals which we deem necessary for the completion of the exchange offer shall have been obtained. The exchange offer is not conditioned upon any minimum principal amount of old notes being tendered for exchange. 10 Procedures for Tendering Old Notes....................... If you wish to tender your old notes for new notes pursuant to the exchange offer, you must transmit to The Bank of New York, as exchange agent, on or before the expiration date, either: o a computer-generated message transmitted through The Depository Trust Company's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal; or o a properly completed and duly executed letter of transmittal, which accompanies this prospectus, or a facsimile of the letter of transmittal, together with your old notes and any other required documentation, to the exchange agent at its address listed in this prospectus and on the front cover of the letter of transmittal. If you cannot satisfy either of these procedures on a timely basis, then you should comply with the guaranteed delivery procedures described below. By executing the letter of transmittal, you will make the representations to us described under "The Exchange Offer-Procedures for Tendering." Special Procedures for Beneficial Owners......................... If you are a beneficial owner whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes in the exchange offer, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must either: o make appropriate arrangements to register ownership of the old notes in your name; or obtain a properly completed bond power from the registered holder, before completing and executing the letter of transmittal and delivering your old notes. Guaranteed Delivery Procedures............ If you wish to tender your old notes and time will not permit the documents required by the letter of 11 transmittal to reach the exchange agent before the expiration date, or the procedure for book-entry transfer cannot be completed on a timely basis, you must tender your old notes according to the guaranteed delivery procedure described in this prospectus under "The Exchange Offer-Guaranteed Delivery Procedures." Acceptance of Old Notes and Delivery of New Notes................. Subject to the satisfaction or waiver of the conditions to the exchange offer, we will accept for exchange any and all old notes which are validly tendered in the exchange offer and not properly withdrawn before 5:00 p.m., New York City time, on the expiration date. Withdrawal Rights......................... You may withdraw the tender of your old notes at any time before 5:00 p.m., New York City time, on the expiration date, by complying with the procedures for withdrawal described in this prospectus under "The Exchange Offer-Withdrawal of Tenders." Return of Notes........................... If we do not accept any tendered old notes for the reasons described in the terms and conditions of the exchange offer or if you properly withdraw any tendered old notes or submit old notes for a greater principal amount than you desire to exchange, we will return the unaccepted, withdrawn or non-exchanged old notes without expense to you as promptly as practicable after the expiration or termination of the exchange offer. See "The Exchange Offer-Return of Notes." Certain Federal Income Tax Consequences.......................... The exchange of old notes for new notes should not be a taxable event for United States Federal income tax purposes. For a discussion of the material Federal income tax consequences relating to the exchange of notes, see "Federal Income Tax Considerations." Exchange Agent............................ The Bank of New York, the trustee under the Indentures governing the notes, is serving as the exchange agent. Consequence of Failure to Exchange Notes............................ If you do not exchange your old notes for new notes, you will continue to hold notes that are governed by the January 2003 Indenture. 12 SUMMARY OF THE TERMS OF THE NEW NOTES The summary below describes the material terms of the new notes. Some of the terms and conditions described below are subject to important limitations and exceptions. The "Description of the New Notes" section of this prospectus contains a more detailed description of the terms and conditions of the new notes. The terms of the new notes are substantially identical to those of the old notes, except that the new notes shall be issued under and governed by the April 2002 Indenture instead of the January 2003 Indenture. The new notes will evidence the same debt as the old notes. Issuer................................ Jarden Corporation Securities............................ $30.0 million in aggregate principal amount of 9 3/4% Senior Subordinated Notes due 2012. Maturity.............................. May 1, 2012. Interest.............................. Annual rate: 9 3/4%. Payment frequency: every six months on May 1 and November 1. First payment: November 1, 2003 Guarantees............................ The notes will be unconditionally guaranteed in full on a senior subordinated basis by each of our existing and future domestic restricted subsidiaries. If we cannot make payments on the new notes when they are due, the guarantors must make them instead. See "Risk Factors - Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors" and "Description of the New Notes - Subsidiary Guarantees." Ranking............................... The new notes and the guarantees will be unsecured senior subordinated obligations. Accordingly, they will rank: o behind all of our and the guarantors' existing and future senior debt, including indebtedness under our amended and restated senior credit facility; o equally with all of our and the guarantors' existing and future unsecured senior subordinated obligations, including our 9 3/4% Senior Subordinated Notes due 2012 issued pursuant to the April 2002 Indenture. 13 Optional Redemption................... On or after May 1, 2007, we may redeem some or all of the new notes at any time at the redemption prices listed under "Description of the New Notes--Optional Redemption." Prior to May 1, 2005, we may redeem up to 35% of the new notes with the proceeds from certain public equity offerings at the redemption price listed under "Description of the New Notes--Optional Redemption." Mandatory Offer to Repurchase......... If we sell certain assets or experience certain types of changes of control, we must offer to repurchase the new notes at the prices listed in the section "Description of the New Notes--Repurchase at the Option of Holders." There can be no assurance that we will have available funds sufficient to repurchase all of the new notes that might be tendered by holders of the new notes seeking to accept the repurchase offer. See Risk Factors-We may not have the ability to raise the funds necessary to finance the change of control offer required by the April 2002 Indenture." Certain Covenants..................... The April 2002 Indenture governing the new notes will, among other things, limit our and the ability of certain of our subsidiaries to: o incur additional indebtedness; o pay dividends or distributions on, or redeem or repurchase, capital stock; o make investments; o engage in certain transactions with affiliates; o incur liens; o transfer or sell assets; and o consolidate, merge or transfer all or substantially all of our assets. For more details, see "Description of the New Notes." Use of Proceeds....................... We will not receive any proceeds from the exchange offer. YOU SHOULD REFER TO THE SECTION ENTITLED "RISK FACTORS" FOR AN EXPLANATION OF MATERIAL RISKS OF INVESTING IN THE NEW NOTES. 14 RISK FACTORS Our business, operations and financial condition are subject to various risks. The material risks are described below, and you should take these risks into account in evaluating us or any investment decision involving us or in deciding whether to tender your old notes in exchange for new notes in this exchange offer. This section does not describe all risks applicable to us, our industry or our business, and it is intended only as a summary of the material risk factors. The risk factors set forth below are generally applicable to the old notes as well as the new notes. RISKS RELATING TO THE NOTES YOUR RIGHT TO RECEIVE PAYMENTS ON THE NEW NOTES IS JUNIOR TO OUR EXISTING SENIOR INDEBTEDNESS AND POSSIBLY ALL OF OUR FUTURE BORROWINGS. FURTHER, THE GUARANTEES OF THE NEW NOTES ARE JUNIOR TO ALL OF THE GUARANTORS' EXISTING SENIOR INDEBTEDNESS AND POSSIBLY TO ALL OF THEIR FUTURE BORROWINGS. The new notes and the guarantees rank behind all of our and the guarantors' existing senior indebtedness and all of our and the guarantors' future senior indebtedness. See "Description of Senior Indebtedness" for a description of our senior credit facility. As of September 25, 2003, the new notes and the guarantees were subordinated to approximately $211.0 million of senior debt. In addition, our senior credit facility currently permits up to approximately $63.5 million of additional borrowings, subject to compliance with the covenants and conditions to borrowing under the senior credit facility, which borrowings would be senior to the new notes and the guarantees. We will be permitted to borrow substantial additional indebtedness, including senior debt, in the future. As a result of this subordination, upon any distribution to our creditors or the creditors of the guarantors in a bankruptcy, liquidation or reorganization or similar proceedings relating to us or the guarantors or our or the guarantors' property, the holders of our senior debt and the senior debt of the guarantors will be entitled to be paid in full in cash before any payment may be made with respect to the new notes or the guarantees. In addition, all payments on the new notes and the guarantees will be blocked in the event of a payment default on senior debt and may be blocked for up to 179 consecutive days in the event of certain non-payment defaults on designated senior debt. In the event of a bankruptcy, liquidation or reorganization or similar proceeding relating to us or the guarantors, the April 2002 Indenture will require that amounts otherwise payable to holders of the new notes in a bankruptcy or similar proceeding be paid to holders of senior debt instead until the holders of senior debt are paid in full. As a result, holders of the new notes may not receive all amounts owed to them and may receive less, ratably, than holders of trade payables and other unsubordinated indebtedness in any such proceeding. 15 SINCE THE NEW NOTES ARE UNSECURED, YOUR RIGHT TO ENFORCE REMEDIES IS LIMITED BY THE RIGHTS OF HOLDERS OF SECURED DEBT. In addition to being contractually subordinated to all existing and future senior indebtedness, our obligations under the new notes will be unsecured while obligations under our senior credit facility will be secured by substantially all of our assets and those of our subsidiaries. If we become insolvent or are liquidated, or if payment under the senior credit facility is accelerated, the lenders under the senior credit facility are entitled to exercise the remedies available to a secured lender under applicable law. These lenders have a claim on all assets securing the senior credit facility before the holders of unsecured debt, including the new notes. NOT ALL OF OUR SUBSIDIARIES WILL GUARANTEE OUR OBLIGATIONS UNDER THE NEW NOTES, AND THE ASSETS OF THE NON-GUARANTOR SUBSIDIARIES MAY NOT BE AVAILABLE TO MAKE PAYMENTS ON THE NEW NOTES. Our present and future domestic restricted subsidiaries will guarantee the new notes. Payments on the new notes are only required to be made by us and the subsidiary guarantors. As a result, no payments are required to be made from assets of subsidiaries that do not guarantee the new notes, unless those assets are transferred by dividend or otherwise to us or a subsidiary guarantor. In the event of a bankruptcy, liquidation or reorganization of any of the non-guarantor subsidiaries, holders of their liabilities, including their trade creditors, will be entitled to payment of their claims from the assets of those subsidiaries before any assets are made available for distribution to us. As a result, the new notes are effectively subordinated to all indebtedness and other liabilities of the non-guarantor subsidiaries. OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, AND PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER OUR DEBT. We have a significant amount of indebtedness which could: o make it more difficult for us to satisfy our obligations with respect to our new notes; o increase our vulnerability to general adverse economic and industry conditions; o require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures, acquisitions and investments and other general corporate purposes; o limit our flexibility in planning for, or reacting to, changes in our business and the markets in which we operate; o place us at a competitive disadvantage compared to our competitors that have less debt; and 16 o limit, among other things, our ability to borrow additional funds. The following table sets forth our total debt, total stockholders' equity, total capitalization and ratio of debt to total capitalization on a pro forma basis giving effect to the Tilia, Diamond and Lehigh acquisitions and our amended and restated senior credit facility: JUNE 30, 2003 (unaudited) (dollars in thousands) Total debt................................................ $414,286 Total stockholders' equity................................ 96,384 -------- Total capitalization...................................... $510,670 ======== Ratio of debt to total capitalization..................... 81% The terms of our amended and restated senior credit facility, the April 2002 Indenture, as supplemented, governing our 9 3/4% senior subordinated notes due 2012, and the January 2003 Indenture, as supplemented, governing our 9 3/4% senior subordinated notes due 2012, allow us to issue and incur additional debt upon satisfaction of certain conditions. If new debt is added to current debt levels, the related risks described above could increase. See "Management's Discussion and Analysis of Financial Condition and Results of Operations -- The Lehigh Acquisition and Related Financing, and Financial Condition, Liquidity and Capital Resources" included in the Prospectus Supplement filed with the Securities and Exchange Commission on September 8, 2003, and Item 5, "Amendment and Restatement of Existing Credit Facility", of our Form 8-K, filed with the Securities and Exchange Commission on September 5, 2003. WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS. OUR ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL. Our ability to make payments on and to refinance our indebtedness, including the new notes, the old notes, and amounts borrowed under our amended and restated senior credit facility, and to fund planned capital expenditures and expansion efforts and strategic acquisitions we may make in the future, if any, will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general economic, financial, competitive and other factors that are beyond our control. Based on our current level of operations, we believe our cash flow from operations, together with available cash and available borrowings under our amended and restated senior credit facility, will be adequate to meet future liquidity needs for at least the next twelve months. However, we cannot assure you that our business will generate sufficient cash flow from operations in the future, that our currently anticipated growth in revenues and cash flow will be realized on schedule or that future borrowings will be available to us under the senior credit facility in an amount sufficient to enable us to service indebtedness, including the new notes, or to fund other liquidity needs. We may need to refinance all or a portion of our indebtedness, including the new notes, the old notes, and our senior credit facility, on or before maturity. We 17 cannot assure you that we will be able to do so on commercially reasonable terms or at all. THE INDENTURE RELATED TO THE NEW NOTES, THE OLD NOTES, AND OUR SENIOR CREDIT FACILITY CONTAIN VARIOUS COVENANTS WHICH LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF OUR BUSINESS. Our senior credit facility, the April 2002 Indenture and the January 2003 Indenture contain various provisions that limit our management's discretion by restricting our and our subsidiaries' ability to, among other things: o incur additional indebtedness; o pay dividends or distributions on, or redeem or repurchase, capital stock; o make investments; o engage in transactions with affiliates; o incur liens; o transfer or sell assets; and o consolidate, merge or transfer all or substantially all of our assets. In addition, our senior credit facility requires us to meet certain financial ratios. Any failure to comply with the restrictions of our senior credit facility, the April 2002 Indenture, the January 2003 Indenture, or any other subsequent financing agreements may result in an event of default. An event of default may allow the creditors, if the agreements so provide, to accelerate the related debt as well as any other debt to which a cross-acceleration or cross-default provision applies. In addition, the lenders may be able to terminate any commitments they had made to supply us with further funds. WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE OF CONTROL OFFER REQUIRED BY THE APRIL 2002 INDENTURE AND THE JANUARY 2003 INDENTURE. Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all outstanding notes under the April 2002 Indenture and the January 2003 Indenture. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of these notes. In addition, restrictions in our senior credit facility prohibit repurchases of the notes unless a waiver is obtained from the lenders or our senior credit facility is repaid in full. If we fail to repurchase the notes following a change of control, we will be in default under the April 2002 Indenture and the January 2003 Indenture, which will result in a cross-default under our senior credit facility. Any future debt, including the new notes, which we incur may also contain restrictions on repayment of the notes. In addition, certain important corporate events, such as leveraged recapitalizations, that would increase the level of our indebtedness would not constitute a change of control under the April 2002 Indenture and the January 2003 Indenture. 18 A PUBLIC MARKET FOR THE NEW NOTES MAY NOT DEVELOP. There can be no assurance that a public market for the new notes will develop or, if such a market develops, as to the liquidity of the market. If a market were to develop, the new notes could trade at prices that may be higher or lower than their principal amount. We do not intend to apply for listing of the new notes on any securities exchange or for quotation of the new notes on any automated quotation system. If an active public market does not develop or continue, the market price and liquidity of the new notes may be adversely affected. In addition, the liquidity of the trading market in the new notes, and the market price quoted for the new notes, may be adversely affected by changes in the overall market for high-yield securities and by changes in our financial performance or prospects or in the prospects for companies in our industry generally. As a result, you cannot be sure that an active trading market will develop for the new notes. FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID GUARANTEES AND REQUIRE SECURITY HOLDERS TO RETURN PAYMENTS RECEIVED FROM GUARANTORS. If a bankruptcy case or lawsuit is initiated by unpaid creditors of any guarantor, the debt represented by the guarantees entered into by the guarantors may be reviewed under the Federal bankruptcy law and comparable provisions of state fraudulent transfer laws. Under these laws, a guarantee could be voided, or claims in respect of the guarantee could be subordinated to certain obligations of a guarantor if, among other things, the guarantor, at the time it entered into the guarantee: o received less than reasonably equivalent value or fair consideration for entering into the guarantee; and o either: o was insolvent or rendered insolvent by reason of entering into a guarantee; or o was engaged in a business or transaction for which the guarantor's remaining assets constituted unreasonably small capital; or o intended to incur, or believed that it would incur, debts or contingent liabilities beyond its ability to pay them as they become due. In addition, any payment by a guarantor could be voided and required to be returned to the guarantor or to a fund for the benefit of the guarantor's creditors under those circumstances. If a guarantee of a subsidiary were voided as a fraudulent conveyance or held unenforceable for any other reason, holders of the new notes would be solely creditors of our company and creditors of our other subsidiaries that have validly guaranteed the new notes. The new notes then would be effectively subordinated to all liabilities of the subsidiary whose guarantee was voided. 19 The measures of insolvency for purposes of these fraudulent transfer laws will vary depending upon the law applied in any proceeding to determine whether a fraudulent transfer has occurred. Generally, however, a guarantor would be considered insolvent if: o the sum of its debts, including contingent liabilities, were greater than the fair saleable value of all of its assets; or o the present fair saleable value of its assets were less than the amount that would be required to pay its probable liability on its existing debts, including contingent liabilities, as they become absolute and mature; or o it could not pay its debts or contingent liabilities as they become due. If the claims of the holders of the new notes against any subsidiary were subordinated in favor of other creditors of the subsidiary, the other creditors would be entitled to be paid in full before any payment could be made on the new notes. If one or more of the guarantees is voided or subordinated, we cannot assure you that after providing for all prior claims there would be sufficient assets remaining to satisfy the claims of the holders of the new notes. Based upon financial and other information, we believe that the guarantees are being incurred for proper proposes and in good faith and that we, and our subsidiaries that are guarantors, on a consolidated basis, are solvent and will continue to be solvent after this offering is completed, will have sufficient capital for carrying on our business after the issuance of the new notes and will be able to pay our debts as they mature. We cannot assure you, however, as to the standard a court would apply in making these determinations or that a court would agree with our conclusions in this regard. UNTIL CONSUMMATION OF THE EXCHANGE OFFER, THE NEW NOTES OFFERED HEREBY WILL BE A SEPARATE SERIES OF SECURITIES THAN, AND WILL NOT BE FUNGIBLE WITH, THE NOTES ISSUED PURSUANT TO THE APRIL 2002 INDENTURE. The new notes offered hereby will be issued under and governed by the April 2002 Indenture. The old notes were issued pursuant to the January 2003 Indenture. As a result, the old notes are a separate series of securities than, and will not be fungible with, the notes previously issued pursuant to the April 2002 Indenture. Consequently, the liquidity of, and trading prices of, the old notes may be adversely affected. We have agreed to file a registration statement in respect of an offer to exchange the old notes for notes issued under the April 2002 Indenture. However, there can be no assurance that the exchange offer will be consummated. If we fail to consummate the exchange offer within the time period provided in the registration rights agreement, we will be obligated to pay liquidated damages to the holders of the old notes. 20 RISKS RELATING TO JARDEN REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES WOULD ADVERSELY AFFECT OUR PROFITABILITY. Customers in our branded consumables business segment and many customers in our plastic consumables business segment generally do not enter into long-term contracts or commitments with us. As a result, these customers may cancel their orders, change purchase quantities from forecast volumes, or delay purchases for a number of reasons beyond our control. Significant or numerous cancellations, reductions, or delays in purchases by customers could have a material adverse effect on our business, results of operations and financial condition. In addition, because many of our costs are fixed, a reduction in customer demand could have an adverse effect on our gross profit margins and operating income. On a historical basis in 2002, one customer, Wal-Mart, accounted for 18.7% of our consolidated net sales. On a pro forma basis, giving effect to the Tilia, Diamond and Lehigh acquisitions, Wal-Mart accounted for 18.9% of our 2002 consolidated net sales and Home Depot accounted for 13.0% of our 2002 consolidated net sales. A significant reduction in purchases from either of these customers could have a material adverse effect on our business, results of operations and financial condition. WE MAY BE ADVERSELY AFFECTED BY THE TREND TOWARDS RETAIL TRADE CONSOLIDATION. With the growing trend towards retail trade consolidation, we are increasingly dependent upon key retailers whose bargaining strength is growing. Branded consumables and consumer solutions business segments may be negatively affected by changes in the policies of our retailer customers, such as inventory destocking, limitations on access to shelf space, price demands and other conditions. SALES OF SOME OF OUR PRODUCTS ARE SEASONAL AND WEATHER RELATED. Sales of certain of our products, particularly our branded consumables and consumer solutions business segments, are seasonal. Sales of our home canning products generally reflect the pattern of the growing season, and sales of our FoodSaver(R) products generally are strongest in the fourth quarter preceding the holiday season. Sales of these products may be negatively impacted by unfavorable weather conditions and other market trends. Periods of drought, for example, may adversely affect the supply and price of fruit, vegetables, and other foods available for home canning. Sales of branded consumables and consumer solutions products may also be adversely affected by the trend toward decreasing prices and increasing quality of purchased preserved food products. Either or both of these factors could have a material adverse effect on our business, results of operations and financial condition. 21 WE DEPEND ON SUPPLIERS IN ASIA. The vast majority of our FoodSaver(R) products are manufactured by third party suppliers in China and Korea. Any adverse change in, among other things, any of the following could have a material adverse effect on our business, results of operations and financial condition: o our relationship with these suppliers; o the financial condition of these suppliers; o our ability to import outsourced products; or o these suppliers' ability to manufacture and deliver outsourced products on a timely basis. We cannot assure you that we could quickly or effectively replace any of our suppliers if the need arose, and we cannot assure you that we could retrieve tooling and molds possessed by any of our suppliers. Our dependence on these few suppliers could also adversely affect our ability to react quickly and effectively to changes in the market for our products. In addition, international manufacturing is subject to significant risks, including, among other things: o labor unrest; o political instability; o restrictions on transfer of funds; o domestic and international customs and tariffs; o unexpected changes in regulatory environments; and o potentially adverse tax consequences. Labor in China has historically been readily available at relatively low cost as compared to labor costs applicable in other nations. China has experienced rapid social, political and economic change in recent years. We cannot assure you that labor will continue to be available to us in China at costs consistent with historical levels. A substantial increase in labor costs in China could have a material adverse effect on our business, results of operations and financial condition. Although China currently enjoys "most favored nation" trading status with the United States, the U.S. government has in the past proposed to revoke such status and to impose higher tariffs on products imported from China. We cannot assure you that our business will not be affected by the aforementioned risks, each of which could have a material adverse effect on our business, results of operations and financial condition. COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING CUSTOMERS. We operate in highly competitive industries. We compete against numerous other domestic and foreign companies, many of which are more established in their industries and have substantially greater revenue or resources than we do. We also face competition from the 22 manufacturing operations of our current and potential customers in our plastic consumables segments and our other business segments. A shift away from outsourcing on behalf of our current or potential customers could have a material adverse effect on our business, results of operations and financial condition. Competition could cause price reductions, reduced profits or losses, or loss of market share, any of which could have a material adverse effect on our business. To compete effectively in the future in the consumer products industry, among other things, we must: o maintain strict quality standards; o develop new products that appeal to consumers; and o deliver products on a reliable basis at competitive prices. To compete effectively in the future in the plastic consumables industry, among other things, we must: o provide technologically advanced manufacturing services; o maintain strict quality standards; o respond flexibly and rapidly to customers' design and schedule changes; and o deliver products on a reliable basis at competitive prices. Our inability to do any of these things could have a material adverse effect on our business, results of operations and financial condition. IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR ABILITY TO GROW OUR BUSINESS WILL BE IMPAIRED. Our growth depends to a significant degree upon our ability to develop new customer relationships and to expand existing relationships with current customers. We cannot guarantee that new customers will be found, that any such new relationships will be successful when they are in place, or that business with current customers will increase. Failure to develop and expand such relationships could have a material adverse effect on our business, results of operations and financial condition. 23 WE CANNOT BE CERTAIN THAT OUR PRODUCT INNOVATIONS AND MARKETING SUCCESSES WILL CONTINUE. We believe that our future success will depend, in part, upon our ability to continue to introduce innovative designs in our existing products and to develop, manufacture and market new products. We cannot assure you that we will be successful in the introduction, marketing and manufacturing of any new products or product innovations, or develop and introduce in a timely manner innovations to our existing products which satisfy customer needs or achieve market acceptance. Our failure to develop new products and introduce them successfully and in a timely manner would harm our ability to grow our business and could have a material adverse effect on our business, results of operations and financial condition. WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY INTERRUPT OUR BUSINESS OPERATIONS. We have achieved growth through the acquisition of companies, including the recent acquisition of Lehigh. There can be no assurance that we will be able to integrate successfully the Lehigh business into our existing business without substantial costs, delays or other operational or financial difficulties. Additionally, the failure of Lehigh's business to achieve expected results, diversion of our management's attention, and failure to retain key Lehigh personnel, could have a material adverse effect on our business, results of operations and financial condition. OUR OPERATIONS ARE SUBJECT TO A NUMBER OF FEDERAL, STATE AND LOCAL ENVIRONMENTAL REGULATIONS. Our operations are subject to Federal, state and local environmental and health and safety laws and regulations including those that impose workplace standards and regulate the discharge of pollutants into the environment and establish standards for the handling, generation, emission, release, discharge, treatment, storage and disposal of materials and substances including solid and hazardous wastes. We believe that we are in material compliance with such laws and regulations and that the cost of maintaining compliance will not have a material adverse effect on our business, results of operations or financial condition. While we do not anticipate having to make, and historically have not had to make, significant capital expenditures in order to comply with applicable environmental laws and regulations, due to the nature of our operations and the frequently changing nature of environmental compliance standards and technology, we cannot predict with any certainty that future material capital expenditures will not be required. WE MAY BE ADVERSELY AFFECTED BY REMEDIATION OBLIGATIONS MANDATED BY APPLICABLE ENVIRONMENTAL LAWS. In addition to operational standards, environmental laws also impose obligations on various entities to clean up contaminated properties or to pay for the cost of such remediation, often upon parties that did not actually cause the contamination. Accordingly, we may become liable, either contractually or by operation of law, for remediation costs even if the contaminated property is not presently owned or operated by us, is a landfill or other location where we have disposed wastes, or if the contamination was caused by third parties during or prior to our ownership or operation of the property. Given the nature of the past industrial operations conducted by us and others at these properties, there can be no assurance that all potential 24 instances of soil or groundwater contamination have been identified, even for those properties where an environmental site assessment has been conducted. We do not believe that any of our existing remediation obligations, including at third-party sites where we have been named a potentially responsible party, will require material capital or operating expenditures or will otherwise have a material adverse effect upon our business, results of operations or financial condition. However, future events, such as changes in existing laws or policies or their enforcement, or the discovery of currently unknown contamination, may give rise to additional remediation liabilities that may be material. WE DEPEND UPON KEY PERSONNEL. We are highly dependent on the continuing efforts of our executive officers, including Martin E. Franklin, our Chairman and Chief Executive Officer, and Ian G.H. Ashken, our Vice Chairman and Chief Financial Officer, and we likely will depend on the senior management of any significant business we acquire in the future. Our business, results of operations and financial condition could be materially adversely affected by the loss of any of these persons and the inability to attract and retain qualified replacements. WE ENTER INTO CONTRACTS WITH THE UNITED STATES GOVERNMENT AND OTHER GOVERNMENTS. We have entered into a contract with the United States government to supply penny blanks to the United States Mint. We have also entered into a contract with the Canadian government to supply penny blanks to the Royal Canadian Mint. These contracts contain termination provisions customary for government contracts. The United States government and Canadian government retain the right to terminate these contracts at their convenience. These contracts are also subject to reduction or modification in the event of changes in government requirements or budgetary constraints. OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR AVAILABILITY OF RAW MATERIALS. Pricing and availability of raw materials for use in our businesses can be volatile due to numerous factors beyond our control, including general, domestic and international economic conditions, labor costs, production levels, competition, import duties and tariffs and currency exchange rates. This volatility can significantly affect the availability and cost of raw materials for us, and may, therefore, have a material adverse effect on our business, results of operations and financial condition. During periods of rising prices of raw materials, there can be no assurance that we will be able to pass any portion of such increases on to customers. Conversely, when raw material prices decline, customer demands for lower prices could result in lower sale prices and, to the extent we have existing inventory, lower margins. As a result, fluctuations in raw material prices could have a material adverse effect on our business, results of operations and financial condition. Some of the products we manufacture require particular types of glass, plastic, metal or other materials. Supply shortages for a particular type of material can delay production or cause increases in the cost of manufacturing our products. This could have a material adverse effect on our business, results of operations and financial condition. 25 OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE PARTICULAR TO INTERNATIONAL OPERATIONS. Although not currently material to our operations, we anticipate that international sales will be a growth area for our business. International operations, including manufacturing and sourcing operations (and the international operations of our customers), are subject to inherent risks which could adversely affect us, including, among other things: o fluctuations in the value of currencies; o unexpected changes in and the burdens and costs of compliance with a variety of foreign laws; o political and economic instability; o increases in duties and taxation; and o reversal of the current policies (including favorable tax and lending policies) encouraging foreign investment or foreign trade by our host countries. OUR PERFORMANCE CAN FLUCTUATE WITH THE FINANCIAL CONDITION OF THE RETAIL INDUSTRY. We sell branded consumables and consumer solution products to retailers, including food, hardware, catalog and mass merchants, in the United States and Canada. A significant deterioration in the financial condition of our major customers could have a material adverse effect on our sales and profitability. We continually monitor and evaluate the credit status of our customers and attempt to adjust sales terms as appropriate. Despite these efforts, a bankruptcy filing by a key customer could have a material adverse effect on our business, results of operations and financial condition. In addition, as a result of the desire of retailers to more closely manage inventory levels, there is a growing trend among retailers to make purchases on a "just-in-time" basis. This requires us to shorten our lead time for production in certain cases and more closely anticipate demand, which could in the future require the carrying of additional inventories. CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. As a producer and marketer of consumer products, we are subject to the risk of claims for product liability. We maintain product liability insurance, but there is a risk that our coverage will not be sufficient to insure against all claims which may be brought against us, or that we will not be able to maintain that coverage or obtain additional insurance covering existing or new products. If a product liability claim exceeding our insurance coverage were to be successfully asserted against us, it could have a material adverse effect on our business, results of operations and financial condition. 26 Additionally, certain of the products manufactured and sold by Lehigh are used in applications where the failure to use such products for their intended purposes, the failure to use them properly, or their malfunction, generally could result in greater injury than our other products. OUR FAILURE TO SUCCESSFULLY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS. Our success with our proprietary products depends, in part, on our ability to protect our current and future technologies and products and to defend our intellectual property rights. If we fail to adequately protect our intellectual property rights, competitors may manufacture and market products similar to ours. We cannot be sure that we will receive patents for any of our patent applications or that any existing or future patents that we receive or license will provide competitive advantages for our products. We also cannot be sure that competitors will not challenge, invalidate or avoid the application of any existing or future patents that we receive or license. In addition, patent rights may not prevent our competitors from developing, using or selling products that are similar or functionally equivalent to our products. Furthermore, the patents we maintain on the bags used for vacuum sealing expire in 2005 and the patents we maintain on our home vacuum packaging systems expire in 2009. We are currently applying for patents on new bags and vacuum packaging systems that we recently acquired. Our Tilia subsidiaries, Tilia, Inc. and Tilia International, Inc., have filed a complaint with the International Trade Commission against Applica Consumer Products, Inc., Applica, Inc., The Rival Company, The Holmes Group, Inc. and ZeroPack Co. Ltd., to enjoin the importation into the U.S. of certain competitive home vacuum packaging products that we believe infringes on our patented technology. If the International Trade Commission fails to issue an injunction blocking the importation of these products, we believe that our consumer solutions business may be irreparably harmed by (i) being forced to sell products at reduced margins and (ii) having the entire market for home vacuum packaging products disrupted by the introduction of low quality products, and that we could suffer a material adverse effect on our business, results of operations and financial condition. WE DEPEND ON A SINGLE MANUFACTURING FACILITY FOR CERTAIN ESSENTIAL PRODUCTS. Certain of our products, including some using specially designed machines and proprietary cutting technology, are manufactured at a sole company-owned manufacturing facility. These facilities are subject to the normal hazards that could result in material damage to such facilities. Damage to any of these facilities, or prolonged interruption in the operations of any of these facilities for repairs or other reasons, could have a material adverse effect on our business, results of operations and financial condition. CERTAIN OF OUR EMPLOYEES ARE REPRESENTED BY LABOR UNIONS. Approximately 400 of our employees are covered by four collective bargaining agreements at three of our United States facilities. These agreements expire at our jar closure facility (Muncie, Indiana) in October 2006, at our kitchen, match and toothpick manufacturing facility (Cloquet, Minnesota) in February 2006, and at our metals facility (Greeneville, Tennessee) in October 2003. We have not experienced a work stoppage during the past five years and management believes that its relationships with our collective bargaining unions are satisfactory. 27 USE OF PROCEEDS This exchange offer is intended to satisfy our obligations under the registration rights agreement that we entered into relating to the old notes. We will not receive any proceeds from the exchange offer. You will receive, in exchange for old notes tendered by you in the exchange offer, new notes in like principal amount. The old notes surrendered in exchange for the new notes will be retired and cancelled and cannot be reissued. Accordingly, the issuance of the new notes will not result in any increase of our outstanding debt. The net proceeds from the offering of the old notes were used to reduce amounts outstanding under our old senior credit facility, which has been paid in full and therefore terminated. RATIO OF EARNINGS TO FIXED CHARGES Our ratio of earnings to fixed charges for the five years ended December 31, 2002 are set forth below:
------------------------------------------------------------------------------------------ FOR THE SIX MONTHS FOR THE YEAR ENDED DECEMBER 31, ENDED JUNE 30, ------------------------------------------------------------------------------------------ 1998 1999 2000 2001 2002 2003 ------------------------------------------------------------------------------------------ Ratio of earnings to fixed charges 12.4 6.2 1.5 * 4.7 3.7 ==========================================================================================
* For the actual year ended December 31, 2001, the calculated ratio of earnings to fixed charges is less than one-to- one and represents a deficiency of approximately $125.6 million. The ratios of earnings to fixed charges are calculated as follows: (income before income taxes and minority interest) + (fixed charges) - (capitalized interest) ---------------------------------------------------- (fixed charges) CAPITALIZATION The following table sets forth our cash and cash equivalents and capitalization as of June 30, 2003 on an actual basis. This table should be read in conjunction with "Use of Proceeds" and "Selected Consolidated Historical Financial Data." It should also be read in conjunction with our unaudited pro forma condensed consolidated financial statements and our audited and unaudited financial statements, including the related notes, included in and incorporated by reference into this prospectus.
As of June 30, 2003 -------------------------- Actual -------------------------- (in thousands) ========================== Cash and cash equivalents $ 4,704 ========================== Debt including current installments: Senior credit facility Revolving credit facility $ 6,300 Term loans 54,473 Senior subordinated notes due 2012 (net of unamortized discount) 179,844 Subordinated seller note due 2004 (net of unamortized discount) 5,294 Interest rate swap liabilities 8,375 -------------------------- Total debt 254,286 Total stockholders' equity 96,384 -------------------------- Total capitalization $ 350,670 ==========================
28 SELECTED CONSOLIDATED HISTORICAL FINANCIAL DATA The following table sets forth our selected financial data as of and for the years ended December 31, 1998, 1999, 2000, 2001 and 2002 and the six months ended June 30, 2002 and 2003. The selected financial data set forth below for the five years ended December 31, 2002 have been derived from our audited consolidated financial statements and related notes thereto where applicable for the respective periods presented. The selected financial data as of and for the six months ended June 30, 2002 and 2003 has been derived from our unaudited consolidated financial statements and related notes thereto where applicable for the respective periods presented. The selected financial data should be read in conjunction with "Management's Discussion and Analysis of Financial Condition and Results of Operations" as well as our consolidated financial statements and notes thereto contained in, or incorporated by reference into, this prospectus. These historical results are not necessarily indicative of the results to be expected in the future. The results of Tilia International, Inc. and Diamond Brands International, Inc. are included from April 1, 2002 and February 1, 2003, respectively. The results of Lehigh Consumer Products Corporation are not included in any of the historical periods presented.
AS OF AND FOR THE AS OF AND FOR THE YEAR ENDED DECEMBER 31, SIX MONTHS ENDED JUNE 30, ------------------------------------------------------------- ------------------------- 1998 (1) 1999 (2) 2000 (3) 2001 (4) 2002 (5) 2002 (5) 2003 (6) ----------------------------------------------------------------------------------------- STATEMENT OF OPERATIONS DATA: (dollars in thousands, except per share data) Net sales $ 258,210 $ 356,525 $ 356,123 $ 304,276 $ 367,104 $ 152,177 $ 228,114 Costs and expenses Cost of sales 187,295 256,201 274,248 232,634 216,629 97,520 140,264 Selling, general and administrative expenses 38,052 54,923 56,109 52,552 85,366 32,808 56,306 Goodwill amortization 1,399 4,605 6,404 5,153 -- -- -- Special charges and reorganization expenses, net (7) 1,260 2,314 380 4,978 -- -- -- Loss (gain) on divestiture of assets and product lines -- (19,678) -- 122,887 -- -- -- --------- --------- --------- --------- --------- --------- --------- Operating income (loss) 30,204 58,160 18,982 (113,928) 65,109 21,849 31,544 Interest expense, net 1,822 8,395 11,917 11,791 12,611 4,985 8,219 Loss from early extinguishment of debt (8) -- 1,663 -- -- -- -- -- Income tax provision (benefit) (9) 10,785 18,823 2,402 (40,443) 16,189 1,584 9,144 Minority interest in gain (loss) of consolidated subsidiary -- -- (259) 153 -- -- -- --------- --------- --------- --------- --------- --------- --------- Income (loss) from continuing operations 17,597 29,279 4,922 (85,429) 36,309 15,280 14,181 Loss from discontinued operations (1,870) (87) -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- Net income (loss) $ 15,727 $ 29,192 $ 4,922 $ (85,429) $ 36,309 $ 15,280 $ 14,181 ========= ========= ========= ========= ========= ========= ========= Basic earnings (loss) per share (10): Income (loss) from continuing $ 1.24 $ 2.60 $ 1.11 $ 1.00 operations $ 2.18 $ 0.39 $ (6.71) Loss from discontinued operations (.13) (.01) -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- $ 1.11 $ 2.17 $ 0.39 $ (6.71) $ 2.60 $ 1.11 $ 1.00 ========= ========= ========= ========= ========= ========= ========= Diluted earnings (loss) per share (10): Income (loss) from continuing operations $ 1.22 $ 2.15 $ 0.39 $ (6.71) $ 2.52 $ 1.09 $ 0.96 Loss from discontinued operations (.13) (.01) -- -- -- -- -- --------- --------- --------- --------- --------- --------- --------- $ 1.09 $ 2.14 $ 0.39 $ (6.71) $ 2.52 $ 1.09 $ 0.96 ========= ========= ========= ========= ========= ========= ========= OTHER FINANCIAL DATA: EBITDA (11) $ 40,752 $ 74,194 $ 40,552 $ (95,284) $ 75,110 $ 26,638 $ 38,774 Cash flows from operating activities (12) 27,388 22,324 19,144 39,857 69,551 47,153 15,193 Depreciation and amortization 10,548 17,697 21,311 18,797 10,001 4,789 7,230 Capital expenditures 11,909 16,628 13,637 9,707 9,277 3,070 4,569 BALANCE SHEET DATA (at end of period): Cash and cash equivalents $ 21,454 $ 17,394 $ 3,303 $ 6,376 $ 56,779 $ 38,618 $ 4,704 Working capital 46,923 54,611 22,975 8,035 101,557 69,676 71,482 Total assets 166,974 340,364 310,429 162,234 366,765 337,668 440,746 Total debt 25,715 140,761 137,060 84,875 216,955 213,601 254,286 Total stockholders' equity 94,893 123,025 118,221 35,129 76,764 58,204 96,384
29 (1) 1998 includes a $1.3 million pretax charge to exit a plastic injection molding facility. (2) 1999 includes a $19.7 million pretax gain on the sale of the plastic packaging product line and a $2.3 million pretax charge to exit a plastic thermoforming facility. (3) 2000 includes $1.6 million of pretax income associated with the reduction in long-term performance-based compensation, $1.4 million in pretax litigation charges, net of recoveries and $0.6 million of pretax costs to evaluate strategic options. (4) 2001 includes a $121.1 million pretax loss on the November 2001 sale of thermoforming assets, a $2.3 million pretax charge associated with corporate restructuring, a $1.4 million pretax loss on the November 2001 sale of our interest in Microlin, LLC, $2.6 million of pretax separation costs related to the management reorganization, $1.4 million of pretax costs to evaluate strategic options, $1.4 million of pretax costs to exit facilities, a $2.4 million pretax charge for stock option compensation, $4.1 million of pretax income associated with the discharge of deferred compensation obligations and a $1.0 million pretax gain related to an insurance recovery. (5) The results of Tilia International, Inc. are included from April 1, 2002. (6) The results of Diamond Brands International, Inc. are included from February 1, 2003 (7) Special charges and reorganization expenses, net were comprised of costs to evaluate strategic options, discharge of deferred compensation obligations, separation costs for former officers, stock option compensation, corporate restructuring costs, costs to exit facilities, reduction of long-term performance based compensation, litigation charges and items related to our divested thermoforming operations. (8) Pursuant to our adoption of SFAS No. 145, results for the year ended December 31, 1999 have been restated to give effect to the reclassification of a charge of $1.6 million ($1.0 million, net of taxes) arising from the early extinguishment of debt previously presented as an extraordinary item. (9) 2002 includes a net release of a $4.4 million tax valuation allowance. Adjusting for the net release of the valuation allowance, our diluted earnings per share for 2002 would have been $2.22. (10) All earnings per share amounts have been adjusted to give effect to a 2-for-1 split of our outstanding shares of common stock that was effected during the second quarter of 2002. (11) For the year ended December 31, 2001, EBITDA includes a $122.9 million loss on divestiture of assets and product lines. EBITDA is not intended to represent cash flow from operations as defined by accounting principles generally accepted in the United States and should not be used as an alternative to net income as an indicator of operating performance or to cash flow as a measure of liquidity. EBITDA is included in this prospectus because it is a basis upon which our management assesses financial performance. While EBITDA is frequently used as a measure of operations and the ability to meet debt service requirements, it is not necessarily comparable to other similarly titled captions of other companies due to potential inconsistencies in the method of calculation. A reconciliation of the calculation of EBITDA is presented below:
FOR THE SIX MONTHS FOR THE YEAR ENDED DECEMBER 31, ENDED JUNE 30, ----------------------------------------------------- ------------------- 1998 (1) 1999 (2) 2000 (3) 2001 (4) 2002 (5) 2002 (5) 2003 (6) --------------------------------------------------------------------------- Income (loss) from continuing operations $ 17,597 $ 29,279 $ 4,922 $(85,429) $ 36,309 $ 15,280 $ 14,181 Interest expense, net 1,822 8,395 11,917 11,791 12,611 4,985 8,219 Income tax provision (benefit) 10,785 18,823 2,402 (40,443) 16,189 1,584 9,144 Depreciation and amortization 10,548 17,697 21,311 18,797 10,001 4,789 7,230 -------- -------- -------- -------- -------- -------- -------- EBITDA $ 40,752 $ 74,194 $ 40,552 $(95,284) $ 75,110 $ 26,638 $ 38,774 ======== ======== ======== ======== ======== ======== ========
(12) For the year ended December 31, 2002, cash flows from operations included $38.6 million of income tax refunds resulting primarily from the 2001 loss on divestiture of assets. 30 SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT The following table sets forth certain information regarding beneficial ownership of our common stock as of September 2, 2003, by (i) each person or entity known to us as a result of their filings pursuant to Sections 13(d) and 13(g) under the Securities Exchange Act of 1934, owning beneficially 5% or more of our Common Stock, (ii) each of our directors and nominees for directors, (iii) each of our executive officers and (iv) all directors and executive officers as a group. Unless otherwise noted, shares are owned directly or indirectly with sole voting and investment power. The following table does not include certain information regarding our common stock known to us as a result of filings pursuant to Section 13(f) of the Securities Exchange Act of 1934.
SHARES BENEFICIALLY NAME AND ADDRESS OWNED (1) PERCENT (2) - ---------------- --------- ----------- Bricoleur Capital Management LLC 12230 El Camino Real, Suite 100 San Diego, CA 92130................................................ 865,030 (3) 6% Schroder Investment Management North America Inc. 875 Third Avenue, 22nd Floor New York, NY 10022................................................. 851,900 (4) 6% Martin E. Franklin................................................... 1,015,517 (5) 7% Ian G.H. Ashken...................................................... 297,292 (6) 2% Rene-Pierre Azria.................................................... 20,000 (7) * Desiree DeStefano.................................................... 15,111 (8) * Douglas W. Huemme.................................................... 37,350 (9) * James E. Lillie...................................................... 38,400 (10) * Richard L. Molen..................................................... 28,400 (11) * Lynda W. Popwell..................................................... 39,850 (12) * Irwin D. Simon....................................................... 20,000 (13) * J. David Tolbert..................................................... 29,690 (14) * Michael Whitcomb..................................................... 5,000 (15) * Robert L. Wood....................................................... 50,000 (16) * All directors and executive officers as a group (12 persons)......... 1,336,638 (17) 9%
* Less than 1% (1) For purposes of this table, a person is deemed to have "beneficial ownership" of any share of common stock that such person has the right to acquire within 60 days. (2) Percent is based on the 14,610,641 shares of common stock outstanding as of September 2, 2003 and does not reflect Jarden's issuance of 3,220,000 shares of common stock on September 30, 2003. (3) Based solely on Schedule 13G filed with the Securities and Exchange Commission on February 13, 2003. (4) Based solely on Schedule 13G filed with the Securities and Exchange Commission on February 5, 2003. 31 (5) Includes 250,000 shares of unvested restricted stock. Also includes 259,972 shares of common stock held by Ian G.H. Ashken of which Mr. Franklin disclaims beneficial ownership. Mr. Franklin entered into a voting agreement, dated as of August 22, 2002, with Mr. Ashken, pursuant to which Mr. Franklin has the power to vote, or direct the vote, over all of these 259,972 shares of common stock. Includes 125,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (6) Includes 90,000 shares of unvested restricted stock. Mr. Ashken entered into a voting agreement, dated as of August 22, 2002, with Mr. Franklin, pursuant to which Mr. Franklin has the power to vote, or direct the vote, over the 259,972 shares of common stock held by Mr. Ashken. Also includes 37,500 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (7) Consists of 20,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (8) Includes 12,500 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (9) Includes 36,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (10) Includes 35,000 shares of unvested restricted stock. (11) Includes 16,100 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (12) Includes 39,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (13) Consists of 20,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (14) Includes 18,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (15) Consists of 5,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (16) Includes 48,000 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. (17) Includes 377,100 shares subject to outstanding options to purchase common stock which are exercisable within 60 days. Also includes 375,000 shares of unvested restricted stock. 32 THE EXCHANGE OFFER PURPOSE OF THE EXCHANGE OFFER We issued the old notes on May 8, 2003, CIBC world Markets Corp. and Banc of America Securities LLC pursuant to an underwriting agreement, dated May 1, 2003, among Jarden, the guarantors, and the CIBC World Markets Corp. and Banc of America Securities LLC. The underwriters subsequently sold the old notes to "qualified institutional buyers", as defined in Rule 144A under the Securities Act, in reliance on Rule 144A, and outside the United States under Regulation S of the Securities Act. As a condition to the sale of the old notes, we and our subsidiary guarantors entered into a registration rights agreement with CIBC World Markets Corp. and Banc of America Securities LLC on May 8, 2003. Pursuant to the registration rights agreement, we and our subsidiary guarantors agreed that we and they would: o file an exchange offer registration statement with the Commission; o use commercially reasonable efforts to cause the exchange offer registration statement to be declared effective by the Commission; and o will use commercially reasonable efforts to (a) commence the Exchange Offer; and (b) issue, within 365 days after the closing of the offering of the old notes, new notes issued under the April 2002 Indenture in exchange for all old notes tendered prior thereto in the exchange offer; provided that if we or any subsidiary guarantor files any other registration statement (subject to certain customary exceptions) or otherwise offers securities pursuant to any registration statement then we and our subsidiary guarantors shall be required to file a registration statement for the exchange offer contemporaneously therewith, except if such offering is an equity offering and the underwriter for such equity offering reasonably believes the filing of the exchange offer registration statement is reasonably likely to have an adverse effect on the equity offering. Upon the effectiveness of the registration statement, we will offer the new notes in exchange for the old notes. RESALE OF THE NEW NOTES Based upon an interpretation by the staff of the Commission contained in no-action letters issued to third parties, we believe that you may exchange old notes for new notes in the ordinary course of business. For further information on the Commission's position, see Exxon 33 Capital Holdings Corporation, available April 13, 1989, Morgan Stanley & Co. Incorporated, available June 5, 1991 and Shearman & Sterling, available July 2, 1993, and other interpretive letters to similar effect. You will be allowed to resell new notes to the public without further registration under the Securities Act and without delivering to purchasers of the new notes a prospectus that satisfies the requirements of Section 10 of the Securities Act so long as you do not participate, do not intend to participate, and have no arrangement with any person to participate, in a distribution of the new notes. However, the foregoing does not apply to you if you are: o a broker-dealer who purchases the new notes directly from us to resell pursuant to Rule 144A or any other available exemption under the Securities Act; or o an "affiliate" of ours within the meaning of Rule 405 under the Securities Act. In addition, if: o you are a broker-dealer; or o you acquire new notes in the exchange offer for the purpose of distributing or participating in the distribution of the new notes, you cannot rely on the position of the staff of the Commission contained in the no-action letters mentioned above and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any resale transaction, unless an exemption from registration is otherwise available. Each broker-dealer that receives new notes for its own account in exchange for old notes, which the broker-dealer acquired as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of the new notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. A broker-dealer may use this prospectus, as it may be amended or supplemented from time to time, in connection with resales of new notes received in exchange for old notes which the broker-dealer acquired as a result of market-making or other trading activities. TERMS OF THE EXCHANGE OFFER Upon the terms and subject to the conditions described in this prospectus and in the letter of transmittal, we will accept any and all outstanding old notes validly tendered and not withdrawn before the expiration date for an equal amount of new notes which are registered under the Securities Act, subject to the satisfaction of certain conditions. We will issue $1,000 principal amount of new notes in exchange for each $1,000 principal amount of outstanding old notes surrendered pursuant to the exchange offer. You may tender old notes only in integral multiples of $1,000. 34 The form and terms of the new notes are the same as the form and terms of the old notes except that the new notes shall be issued under and governed by the April 2002 Indenture instead of the January 2003 Indenture. The Indentures are substantially identical in their terms. As of the date of this prospectus, $30,000,000 in aggregate principal amount of the old notes is outstanding. Only registered holders of the old notes, or their legal representative or attorney-in-fact, as reflected on the records of the trustee under the indenture, may participate in the exchange offer. We will not set a fixed record date for determining registered holders of the old notes entitled to participate in the exchange offer. You do not have any appraisal or dissenters' rights under the January 2003 Indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the provisions of the registration rights agreement and the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the Commission. We will be deemed to have accepted validly tendered old notes when, as and if we had given oral or written notice of acceptance to the exchange agent. The exchange agent will act as your agent for the purposes of receiving the new notes from us. If you tender old notes in the exchange offer, you will not be required to pay brokerage commissions or fees or, subject to the instructions in the letter of transmittal. We will pay all charges and expenses, other than applicable taxes, in connection with the exchange offer. EXPIRATION DATE; EXTENSIONS; AMENDMENTS The term "expiration date" will mean 5:00 p.m., New York City time, on _______, 2003, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" will mean the latest date and time to which we extend the exchange offer. To extend the exchange offer, we will: o notify the exchange agent of any extension orally or in writing; and o notify the registered holders of the old notes by means of a press release or other public announcement, each before 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our reasonable discretion: o to delay accepting any old notes until such time as the conditions listed under "-Conditions" are satisfied or waived; o to extend the exchange offer; o if any conditions listed below under "-Conditions" are not satisfied, to terminate the exchange offer by giving oral or written notice to the exchange agent; or o to waive any conditions in any respect, by giving oral or written notice to the exchange agent. 35 If we terminate the exchange offer, we will return the old notes deposited by the holder of the old notes in accordance with the procedures described in this prospectus under "-Return of Notes." Any delay in acceptance, extension, or termination will be followed as soon as practicable by a press release or other public announcement or post-effective amendment. If the exchange offer is amended in a manner determined by us to constitute a material change, we will promptly disclose that amendment by means of a prospectus supplement or post-effective amendment that will be distributed to the holders. We will also extend the exchange offer for a period of five to ten business days, depending upon the significance of the amendment and the manner of disclosure to the holders, if the exchange offer would otherwise expire during the five to ten business day period. INTEREST ON THE NEW NOTES The new notes will each accrue interest on the same terms as the old notes. Interest on the notes will accrue at the rate of 9 3/4% per annum and will be payable semi-annually in arrears on May 1 and November 1, commencing on November 1, 2003. Jarden will make each interest payment to the holders of record on the immediately preceding April 15 and October 15. Old notes accepted for exchange will not receive accrued interest thereon at the time of exchange. However, each new note will bear interest from the most recent date to which interest has been paid on the old notes, or if no interest has been paid on the old notes or the new notes, from May 1, 2003. PROCEDURES FOR TENDERING You may tender old notes in the exchange offer only if you are a registered holder of old notes. To tender in the exchange offer, you must: o complete, sign and date the letter of transmittal or a facsimile of the letter of transmittal; o have the signatures guaranteed if required by the letter of transmittal; and o mail or otherwise deliver the letter of transmittal or the facsimile of the letter of transmittal to the exchange agent at the address listed below under "-Exchange Agent" for receipt before the expiration date. In addition, either: o the exchange agent must receive certificates for the old notes along with the letter of transmittal into its account at the depositary pursuant to the procedure for book-entry transfer described below before the expiration date; o the exchange agent must receive a timely confirmation of a book-entry transfer of the old notes, if the procedure is available, into its account at the depositary pursuant to the procedure for book-entry transfer described below before the expiration date; or 36 o you must comply with the guaranteed delivery procedures described below. Your tender, if not withdrawn before the expiration date, will constitute an agreement between you and us in accordance with the terms and subject to the conditions described in this prospectus and in the letter of transmittal. The method of delivery of old notes and the letter of transmittal and all other required documents to the exchange agent is at your election and risk. We recommend that instead of delivery by mail, you use an overnight or hand delivery service, properly insured. In all cases, you should allow sufficient time to assure delivery to the exchange agent before the expiration date. You should not send letters of transmittal or old notes to us. You may request your respective brokers, dealers, commercial banks, trust companies or nominees to effect the transactions described above for you. If you are a beneficial owner of old notes whose old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, before completing and executing the letter of transmittal and delivering the old notes you must either: o make appropriate arrangements to register ownership of the old notes in your name; or o obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. Unless the old notes are tendered: o by a registered holder who has not completed the box entitled "Special Issuance Instructions" or the box entitled "Special Delivery Instructions" on the letter of transmittal; or o for the account of: o a member firm of a registered national securities exchange or of the National Association of Securities Dealers, Inc.; o a commercial bank or trust company located or having an office or correspondent in the United States; or o an "eligible guarantor institution" within the meaning of Rule 17Ad-15 under the Exchange Act that is a member of one of the recognized signature guarantee programs identified in the letter of transmittal, an eligible guarantor institution must guarantee the signatures on a letter of transmittal or a notice of withdrawal described below under "-Withdrawal of Tenders". If the letter of transmittal is signed by a person other than the registered holder, the old notes must be endorsed or accompanied by a properly completed bond power, signed by the registered holder as the registered holder's name appears on the old notes. 37 If the letter of transmittal or any old notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, they should so indicate when signing, and unless waived by us, they must submit evidence satisfactory to us of their authority to so act with the letter of transmittal. The exchange agent and the depositary have confirmed that any financial institution that is a participant in the depositary's system may utilize the depositary's Automated Tender Offer Program ("ATOP") to tender notes. Holders of old notes utilizing the ATOP system must transmit to the exchange agent, on or before the expiration date, a computer-generated message through the ATOP system that is received by the exchange agent and which forms a part of a confirmation of book-entry transfer in which you acknowledge and agree to be bound by the terms of the letter of transmittal. We will determine in our sole discretion all questions as to the validity, form, eligibility, including time of receipt, acceptance and withdrawal of tendered old notes, which determination will be final and binding. We reserve the absolute right to reject any and all old notes not properly tendered or any old notes our acceptance of which would, in the opinion of our counsel, be unlawful. We also reserve the right to waive any defects, irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer, including the instructions in the letter of transmittal, will be final and binding on all parties. Unless waived, you must cure any defects or irregularities in connection with tenders of old notes within the time we determine. Although we intend to notify you of defects or irregularities with respect to tenders of old notes, neither we, the exchange agent nor any other person will incur any liability for failure to give you that notification. Unless waived, we will not deem tenders of old notes to have been made until you cure the defects or irregularities. While we have no present plan to acquire any old notes that are not tendered in the exchange offer or to file a registration statement to permit resales of any old notes that are not tendered in the exchange offer, we reserve the right in our sole discretion to purchase or make offers for any old notes that remain outstanding after the expiration date. We also reserve the right to terminate the exchange offer, as described below under "-Conditions", and, to the extent permitted by applicable law, purchase old notes in the open market, in privately negotiated transactions or otherwise. The terms of any of those purchases or offers could differ from the terms of the exchange offer. If you wish to tender old notes in exchange for new notes in the exchange offer, we will require you to represent that: o you are not an affiliate of ours; o you are not a broker-dealer tendering old notes acquired for your own account directly from us; o you will acquire any new notes in the ordinary course of your business; and 38 o you are not engaged in, and do not intend to engage in, and have no arrangement or understanding to participate in, a distribution of the new notes to be issued in the exchange offer. In addition, in connection with the resale of new notes, any participating broker-dealer who acquired the old notes for its own account as a result of market-making or other trading activities must deliver a prospectus meeting the requirements of the Securities Act. The Commission has taken the position that participating broker-dealers may fulfill their prospectus delivery requirements with respect to the new notes, other than a resale of an unsold allotment from the original sale of the Notes, with the prospectus contained in the registration statement. RETURN OF NOTES If we do not accept any tendered old notes for any reason described in the terms and conditions of the exchange offer or if you withdraw any tendered old notes or submit old notes for a greater principal amount than you desire to exchange, we will return the unaccepted, withdrawn or non-exchanged old notes without expense to you as promptly as practicable after the expiration or termination of the exchange offer. In the case of old notes tendered by book-entry transfer into the exchange agent's account at the depositary pursuant to the book-entry transfer procedures described below, we will credit the old notes to an account maintained with the depositary as promptly as practicable. BOOK-ENTRY TRANSFER The exchange agent will make a request to establish an account with respect to the old notes at the depositary for purposes of the exchange offer within two business days after the date of this prospectus, and any financial institution that is a participant in the depositary's systems may make book-entry delivery of old notes by causing the depositary to transfer the old notes into the exchange agent's account at the depositary in accordance with the depositary's procedures for transfer. However, although delivery of old notes may be effected through book-entry transfer at the depositary, you must transmit and the exchange agent must receive, the letter of transmittal or a facsimile of the letter of transmittal, with any required signature guarantees and any other required documents, at the address below under "-Exchange Agent" on or before the expiration date or pursuant to the guaranteed delivery procedures described below. GUARANTEED DELIVERY PROCEDURES If you wish to tender your old notes, but time will not permit a letter of transmittal, certificates representing the old notes to be tendered or other required documents to reach the exchange agent before the expiration date, or if the procedure for book-entry transfer cannot be completed on or before the expiration date, you may effect a tender if: o the tender is made by or through an eligible guarantor institution; o before the expiration date, the exchange agent receives from the eligible guarantor institution a properly completed and duly executed notice of guaranteed delivery, substantially in the form provided by us, that: 39 o states the name and address of the holder of the old notes, the name(s) in which the old notes are registered and the principal amount of old notes tendered, o states that the tender is being made by that notice of guaranteed delivery, and o guarantees that, within three New York Stock Exchange trading days after the expiration date, the eligible guarantor institution will deposit with the exchange agent the letter of transmittal, together with the certificates representing the old notes in proper form for transfer or a confirmation of a book-entry transfer, as the case may be, and any other documents required by the letter of transmittal; and o within three New York Stock Exchange trading days after the expiration date, the exchange agent receives a properly executed letter of transmittal, as well as the certificates representing all tendered old notes in proper form for transfer or a book-entry confirmation, as the case may be, and all other documents required by the letter of transmittal. Upon request, the exchange agent will send to you a notice of guaranteed delivery if you wish to tender your old notes according to the guaranteed delivery procedures described above. WITHDRAWAL OF TENDERS Except as otherwise provided in this prospectus, you may withdraw tenders of old notes at any time before 5:00 p.m., New York City time, on the expiration date. To withdraw a tender of old notes in the exchange offer, the exchange agent must receive a written or facsimile transmission notice of withdrawal at its address listed in this prospectus before the expiration date. Any notice of withdrawal must: o specify the name of the person who deposited the old notes to be withdrawn; o identify the old notes to be withdrawn, including the principal amount of the old notes; and o be signed in the same manner as the original signature on the letter of transmittal by which the old notes were tendered, including any required signature guarantees. We will determine in our sole discretion all questions as to the validity, form and eligibility of the notices, and our determination will be final and binding on all parties. We will not deem any properly withdrawn old notes to have been validly tendered for purposes of the exchange offer, and we will not issue new notes with respect to those old notes, unless you validly re-tender the withdrawn old notes. You may re-tender properly withdrawn old notes by following one of the procedures described above under "-Procedures for Tendering" at any time before the expiration date. 40 CONDITIONS Notwithstanding any other term of the exchange offer, we will not be required to accept for exchange, or exchange the new notes for, any old notes, and may terminate the exchange offer as provided in this prospectus before the acceptance of the old notes, if: o the exchange offer violates applicable law, rules or regulations or an applicable interpretation of the staff of the Commission; o an action or proceeding has been instituted or threatened in any court or by any governmental agency which might materially impair our ability to proceed with the exchange offer (the term "threatened" means a written demand or statement has been made, or a written notice has been given, that would lead a prudent person to conclude that such an action or proceeding is likely to be asserted, commenced, taken, or otherwise pursued in the future); or o all governmental approvals which we deem necessary for the completion of the exchange offer have not been obtained. If we determine in our reasonable discretion that any of these conditions are not satisfied, we may: o refuse to accept any old notes and return all tendered old notes to you; o extend the exchange offer and retain all old notes tendered before the exchange offer expires, subject, however, to your rights to withdraw the old notes; or o waive the unsatisfied conditions with respect to the exchange offer and accept all properly tendered old notes that have not been withdrawn. If the waiver constitutes a material change to the exchange offer, we will promptly disclose the waiver by means of a prospectus supplement that we will distribute to the registered holders of the old notes. LIQUIDATED DAMAGES Pursuant to the registration rights agreement, if: o we and or subsidiary guarantors fail to consummate the exchange offer within 365 days after the close of the offering of the old notes; or o we and our subsidiary guarantors fail to file, only if required by the registration rights agreement, the exchange offer registration statement at the time described above; then, as the exclusive remedy of the holders of the old notes, we and our subsidiary guarantors will pay liquidated damages to each holder of old notes, with respect to the first 90-day period immediately following the occurrence of the first default in an amount equal to $.05 per week per $1,000 principal amount of old notes held by such holder. 41 The amount of the liquidated damages will increase by an additional $.05 per week per $1,000 principal amount of old notes with respect to each subsequent 90-day period until all defaults have been cured, up to a maximum amount of liquidated damages for all defaults of $.50 per week per $1,000 principal amount of old notes. All accrued liquidated damages will be paid by us and our subsidiary guarantors on each date on which stated interest is payable to the holders of the old notes. Following the cure of all defaults, the accrual of liquidated damages will cease. EXCHANGE AGENT We have appointed The Bank of New York as exchange agent for the exchange offer. You should direct questions and requests for assistance, requests for additional copies of this prospectus or the letter of transmittal and requests for a notice of guaranteed delivery to the exchange agent addressed as follows: By Registered or Certified Mail: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street- 7 East New York, New York 10286 Attn.: Diane Amoroso Telephone # 212-815-3738 Fax # 212-298-1915 By Hand/Overnight Delivery: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street- 7 East New York, New York 10286 Attn.: Diane Amoroso Delivery to an address other than the one stated above or transmission via a facsimile number other than the one stated above will not constitute a valid delivery. FEES AND EXPENSES We will bear all expenses incident to our or the guarantors' performance of or compliance with the registration rights agreement, regardless of whether this registration statement becomes effective, including without limitation: 42 o all registration and filing fees and expenses (including filings made by any underwriter or holder of notes with the National Association of Securities Dealers, Inc. (and, if applicable, the fees and expenses of any "qualified independent underwriter" and its counsel that may be required by the rules and regulations of the NASD)); o all fees and expenses for compliance with Federal and state securities laws; o all expenses of printing (including printing certificates for the new notes to be issued in the exchange offer and printing of prospectuses), messenger and delivery services and telephone; o all fees and disbursements of counsel for us, the guarantors and, as discussed below, the holders of old notes; and o all fees and disbursements of our and the guarantors' independent certified public accountants. We will bear our and the guarantors' internal expenses (including, without limitation, all salaries and expenses of its officers and employees performing legal or accounting duties), the expenses of any annual audit and the fees and expenses of any person, including special experts, retained by us or the guarantors. In connection with any registration statement required by the registration rights agreement, we and the guarantors will reimburse the underwriters and the holders of notes being tendered in the exchange offer and/or resold pursuant to the "Plan of Distribution" contained in prospectus or registered pursuant to a shelf registration statement, as applicable, for the reasonable fees and disbursements of not more than one counsel. CONSEQUENCE OF FAILURES TO EXCHANGE Participation in the exchange offer is voluntary. We urge you to consult your financial and tax advisors in making your decisions on what action to take. Old notes that are not exchanged for new notes pursuant to the exchange offer will remain subject to the January 2003 Indenture. The foregoing description of the exchange offer contained a summary of certain provisions of the registration rights agreement, which is incorporated herein by reference. It does not restate that agreement in its entirety. We urge you to read the registration rights agreement in its entirety because it, and not this description, defines your registration rights as holders of the notes. DESCRIPTION OF THE NEW NOTES The form and terms of the new notes and the old notes are identical in all material respects, except that the new notes shall be issued under and governed by the April 2002 Indenture instead of the January 2003 Indenture. 43 The old notes were issued under the January 2003 Indenture. The new notes will be issued under the April 2002 Indenture. The terms of the new notes include those stated in the April 2002 Indenture and those made part of that indenture by reference to the Trust Indenture Act of 1939, as amended. The April 2002 Indenture is substantively identical to the January 2003 Indenture. The following description is a summary of the material provisions of the April 2002 Indenture. It does not restate the agreement in its entirety. We urge you to read the April 2002 Indenture because it, and not this description, defines your rights as holders of the new notes. Copies of the April 2002 Indenture are available as set forth below under "Where You Can Find More Information." You can find the definitions of certain terms used in this description under the subheading "--Certain Definitions." Certain defined terms used in this description but not defined below under "--Certain Definitions" have the meanings assigned to them in the April 2002 Indenture. In this description, the word "Jarden" refers only to Jarden Corporation and not to any of its subsidiaries. The registered holder of a new note will be treated as the owner of it for all purposes. Only registered holders will have rights under the April 2002 Indenture. BRIEF DESCRIPTION OF THE NEW NOTES AND THE GUARANTEES The New Notes The new notes: o will be general unsecured obligations of Jarden; o will be subordinated in right of payment to all existing and future senior debt of Jarden, including indebtedness under its senior credit facility; o will be pari passu in right of payment with all existing and future senior subordinated indebtedness of Jarden, including the 2002 notes; and o will be unconditionally guaranteed in full by all of Jarden's domestic Restricted Subsidiaries, excluding the Inactive Subsidiaries (defined below) and New Subsidiaries (defined below), on a joint and several basis. The Guarantees Except as indicated below, the notes will be unconditionally guaranteed in full by all of Jarden's domestic Restricted Subsidiaries on a joint and several basis. See "Risk Factors -Federal and state statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors" and "Description of the New Notes -Subsidiary Guarantees." 44 Each guarantee of the new notes: o will be a general unsecured obligation of the Guarantor; o will be subordinated in right of payment to all existing and future senior debt of the Guarantor; and o will be pari passu in right of payment with any existing and future senior subordinated indebtedness of the Guarantor. As indicated above and as discussed in detail below under the caption "--Subordination," payments on the notes and under the guarantees of the notes will be subordinated to the payment of Senior Debt. The April 2002 Indenture will permit us and the Guarantors to incur additional Senior Debt. Under the circumstances described below under the subheading "--Certain Covenants--Designation of Restricted and Unrestricted Subsidiaries," we will be permitted to designate certain of our subsidiaries as "Unrestricted Subsidiaries." Our Unrestricted Subsidiaries will not be subject to many of the restrictive covenants in the April 2002 Indenture and will not guarantee the new notes. PRINCIPAL, MATURITY AND INTEREST Jarden will issue in this exchange offer, notes in an aggregate principal amount of approximately $30 million. All of the new notes issued under the April 2002 Indenture will be treated as a single class for all purposes under the April 2002 Indenture, including, without limitation, waivers, amendments, redemptions and offers to purchase. Jarden will issue new notes in denominations of $1,000 and integral multiples of $1,000. The new notes will mature on May 1, 2012. Interest on the new notes will accrue at the rate of 9 3/4% per annum and will be payable semi-annually in arrears on May 1 and November 1, commencing on November 1, 2003. Jarden will make each interest payment to the Holders of record on the immediately preceding April 15 and October 15. Interest on the new notes will accrue from May 1, 2003 or, if interest has already been paid, from the date it was most recently paid. Interest will be computed on the basis of a 360-day year comprised of twelve 30-day months. METHODS OF RECEIVING PAYMENTS ON THE NOTES If a Holder of $1.0 million or more of new notes has given wire transfer instructions to Jarden, Jarden will pay all principal, interest and premium and liquidated damages, if any, on that Holder's notes in accordance with those instructions. All other payments on new notes will be made at the office or agency of the paying agent and registrar unless Jarden elects to make interest payments by check mailed to the Holders at their address set forth in the register of Holders. 45 PAYING AGENT AND REGISTRAR FOR THE NOTES The trustee will initially act as paying agent and registrar. Jarden may change the paying agent or registrar without prior notice to the Holders of the new notes, and Jarden or any of its Subsidiaries may act as paying agent or registrar. TRANSFER AND EXCHANGE A Holder may transfer or exchange new notes in accordance with the April 2002 Indenture. The registrar and the trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents in connection with a transfer of new notes. Holders will be required to pay all taxes due on transfer. Jarden is not required to transfer or exchange any new note selected for redemption. Also, Jarden is not required to transfer or exchange any new note for a period of 15 days before a selection of new notes to be redeemed. SUBSIDIARY GUARANTEES The notes will be unconditionally guaranteed in full by each of Jarden's current and future domestic Restricted Subsidiaries, other than the Inactive Subsidiaries and the New Subsidiaries. These subsidiary guarantees will be joint and several obligations of the Guarantors. Each subsidiary guarantee will be subordinated to the prior payment in full of all Senior Debt of that Guarantor. The obligations of each Guarantor under its subsidiary guarantee will be limited as necessary to prevent that subsidiary guarantee from constituting a fraudulent conveyance under applicable law. See "Risk Factors--Federal and State statutes allow courts, under specific circumstances, to void guarantees and require noteholders to return payments received from guarantors". A Guarantor may not sell or otherwise dispose of all or substantially all of its assets to, or consolidate with or merge with or into (whether or not such Guarantor is the surviving Person), another Person, other than Jarden or another Guarantor, unless: o immediately after giving effect to that transaction, no Default or Event of Default exists; and either: o the Person acquiring the property in any such sale or disposition or the Person formed by or surviving any such consolidation or merger assumes all the obligations of that Guarantor under the April 2002 Indenture, its subsidiary guarantee and the registration rights agreement pursuant to a supplemental indenture satisfactory to the trustee; or o the Net Proceeds of such sale or other disposition are applied in accordance with the applicable provisions of the April 2002 Indenture. The subsidiary guarantee of a Guarantor will be released: 46 o in connection with any sale or other disposition of all or substantially all of the assets of that Guarantor (including by way of merger or consolidation) to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of Jarden, if the sale or other disposition complies with the "Asset Sale" provisions of the April 2002 Indenture; o in connection with any sale of all of the Capital Stock of a Guarantor to a Person that is not (either before or after giving effect to such transaction) a Subsidiary of Jarden, if the sale complies with the "Asset Sale" provisions of the April 2002 Indenture; or o if Jarden designates any Restricted Subsidiary that is a Guarantor as an Unrestricted Subsidiary in accordance with the applicable provisions of the April 2002 Indenture. See "--Repurchase at the Option of Holders--Asset Sales" and "--Certain Covenants--Designation of Restricted and Unrestricted Subsidiaries." SUBORDINATION The payment of principal, interest and premium and liquidated damages, if any, on the new notes will be subordinated to the prior payment in full of all Senior Debt of Jarden, including Senior Debt incurred after the date the old notes were originally issued. In the event of any distribution to creditors of Jarden: o in a liquidation or dissolution of Jarden; o in a bankruptcy, reorganization, insolvency, receivership or similar proceeding relating to Jarden or its property; o in an assignment for the benefit of creditors; or o in any marshaling of Jarden's assets and liabilities; the holders of Senior Debt will be entitled to receive payment in full of all Obligations due in respect of Senior Debt (including interest after the commencement of any bankruptcy proceeding at the rate specified in the applicable Senior Debt) before the Holders of new notes will be entitled to receive any payment with respect to the new notes (except that Holders of new notes may receive and retain Permitted Junior Securities and payments made from the trust described under "--Legal Defeasance and Covenant Defeasance"). Jarden also may not make any payment in respect of the new notes (except in Permitted Junior Securities or from the trust described under "--Legal Defeasance and Covenant Defeasance") if: o a payment default on Designated Senior Debt occurs and is continuing beyond any applicable grace period; or 47 o any other default occurs and is continuing on any series of Designated Senior Debt that permits holders of that series of Designated Senior Debt to accelerate its maturity and the trustee and Jarden receive a notice of such default (a "Payment Blockage Notice") from the holders of any Designated Senior Debt (or their representative). Payments on the new notes may and will be resumed: o in the case of a payment default, upon the date on which such default is cured or waived; and o in the case of a nonpayment default, upon the earlier of the date on which such nonpayment default is cured or waived or 179 days after the date on which the applicable Payment Blockage Notice is received, unless the maturity of any Designated Senior Debt has been accelerated. No new Payment Blockage Notice may be delivered unless and until: o 360 days have elapsed since the delivery of the immediately prior Payment Blockage Notice; and o all scheduled payments of principal, interest and premium and liquidated damages, if any, on the new notes that have come due have been paid in full in cash. No nonpayment default that existed or was continuing on the date of delivery of any Payment Blockage Notice to the trustee will be, or be made, the basis for a subsequent Payment Blockage Notice. If the trustee or any Holder of the new notes receives a payment in respect of the new notes (except in Permitted Junior Securities or from the trust described under "--Legal Defeasance and Covenant Defeasance") when: o the payment is prohibited by these subordination provisions; and o the trustee or the Holder has actual knowledge that the payment is prohibited the trustee or the Holder, as the case may be, will hold the payment in trust for the benefit of the holders of Senior Debt. Upon the proper written request of the holders of Senior Debt, the trustee or the Holder, as the case may be, will deliver the amounts in trust to the holders of Senior Debt or their proper representative. Jarden must promptly notify holders of Senior Debt (or their representatives) upon the occurrence of an Event of Default. As a result of the subordination provisions described above, in the event of a bankruptcy, liquidation or reorganization of Jarden, Holders of new notes may recover less ratably than creditors of Jarden who are holders of Senior Debt. See "Risk Factors--Your right to receive payments on the debt securities is junior to our existing senior indebtedness and possibly all of 48 our future borrowings". Further, the guarantees of the new notes are junior to all of the Guarantors' existing senior indebtedness and possibly to all their future borrowings. The obligations of each Guarantor under its subsidiary guarantee will be subordinated to the Senior Debt of that Guarantor on the same terms described above. OPTIONAL REDEMPTION At any time prior to May 1, 2005, Jarden may on any one or more occasions redeem up to 35% of the aggregate principal amount of new notes issued under the April 2002 Indenture at a redemption price of 109.750% of the principal amount, plus accrued and unpaid interest and liquidated damages, if any, to the redemption date, with the net cash proceeds of one or more Public Equity Offerings; provided that: o at least 65% of the aggregate principal amount of new notes issued under the April 2002 Indenture remains outstanding immediately after the occurrence of such redemption (excluding notes held by Jarden and its Subsidiaries); and o the redemption occurs within 45 days of the date of the closing of such Public Equity Offering. Except pursuant to the preceding paragraph, the new notes will not be redeemable at Jarden's option prior to May 1, 2007. After May 1, 2007, Jarden may redeem all or a part of the new notes upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and liquidated damages, if any, on the notes redeemed, to the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below: YEAR PERCENTAGE ---- ---------- 2007................................................... 104.875% 2008................................................... 103.250% 2009................................................... 101.625% 2010 and thereafter.................................... 100.000% MANDATORY REDEMPTION Jarden is not required to make any mandatory redemption or sinking fund payments with respect to the notes. REPURCHASE AT THE OPTION OF HOLDERS CHANGE OF CONTROL If a Change of Control occurs, each Holder of notes will have the right to require Jarden to repurchase all or any part (equal to $1,000 or an integral multiple of $1,000) of that Holder's 49 notes pursuant to a Change of Control Offer on the terms set forth in the April 2002 Indenture. In the Change of Control Offer, Jarden will offer a Change of Control Payment in cash equal to 101% of the aggregate principal amount of new notes repurchased plus accrued and unpaid interest and liquidated damages, if any, on the new notes repurchased, to the date of purchase. Within ten days following any Change of Control, Jarden will mail a notice to each Holder describing the transaction or transactions that constitute the Change of Control and offering to repurchase new notes on the Change of Control Payment Date specified in the notice, which date will be no earlier than 30 days and no later than 60 days from the date such notice is mailed, pursuant to the procedures required by the April 2002 Indenture and described in such notice. Jarden will comply with the requirements of Rule 14e-1 under the Securities Exchange Act of 1934, as amended, and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with the repurchase of the new notes as a result of a Change of Control. To the extent that the provisions of any securities laws or regulations conflict with the Change of Control provisions of the April 2002 Indenture, Jarden will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Change of Control provisions of the April 2002 Indenture by virtue of such conflict. On the Change of Control Payment Date, Jarden will, to the extent lawful: o accept for payment all new notes or portions of new notes properly tendered pursuant to the Change of Control Offer; o deposit with the paying agent an amount equal to the Change of Control Payment in respect of all new notes or portions of new notes properly tendered; and o deliver or cause to be delivered to the trustee the new notes properly accepted together with an officers' certificate stating the aggregate principal amount of new notes or portions of new notes being purchased by Jarden. The paying agent will promptly mail to each Holder of new notes properly tendered the Change of Control Payment for such notes, and the trustee will promptly authenticate and mail (or cause to be transferred by book entry) to each Holder a new note equal in principal amount to any unpurchased portion of the new notes surrendered, if any; provided that each new note will be in a principal amount of $1,000 or an integral multiple of $1,000. If a Change of Control Offer is made, there can be no assurance that Jarden will have available funds sufficient to pay the purchase price for all of the new notes that might be tendered by Holders seeking to accept the Change of Control Offer. The failure of Jarden to make or consummate the Change of Control Offer or pay the applicable Change of Control purchase price when due would result in an Event of Default and would give the trustee and the Holders the rights described under "--Events of Default and Remedies." Jarden's credit agreement provides that certain change of control events with respect to Jarden will constitute a default thereunder and will prohibit Jarden from consummating a Change of Control Offer. Any future credit agreements or other agreements relating to Senior Debt to which Jarden becomes a party may contain similar provisions. If a Change of Control occurs, 50 Jarden could seek a waiver of any resulting default and, if required, the consent of its lenders to the purchase of new notes or could attempt to refinance the borrowings that contains such prohibition. If Jarden is not successful in obtaining a waiver of any change of control default and the consent of the lenders or in refinancing such borrowings, such Senior Debt will be in default, and Jarden will remain prohibited from purchasing new notes. In such case, Jarden's failure to purchase tendered new notes would constitute an Event of Default under the April 2002 Indenture, which would, in turn, also constitute a default under the credit agreement. In such circumstances, the subordination provisions in the April 2002 Indenture would likely restrict payments to the Holders. Prior to mailing the notice referred to above, but in any event within 70 days following a Change of Control, Jarden will either repay all outstanding Senior Debt or obtain the requisite waivers and consents, if any, under all agreements governing outstanding Senior Debt to permit the repurchase of new notes required by this covenant. Jarden will publicly announce the results of the Change of Control Offer on or as soon as practicable after the Change of Control Payment Date. The provisions described above that require Jarden to make a Change of Control Offer following a Change of Control will be applicable whether or not any other provisions of the April 2002 Indenture are applicable. Except as described above with respect to a Change of Control, the April 2002 Indenture does not contain provisions that permit the Holders of the new notes to require that Jarden repurchase or redeem the new notes in the event of a takeover, recapitalization or similar transaction. Jarden will not be required to make a Change of Control Offer upon a Change of Control if a third party makes the Change of Control Offer in the manner, at the times and otherwise in compliance with the requirements set forth in the April 2002 Indenture applicable to a Change of Control Offer made by Jarden and purchases all new notes properly tendered and not withdrawn under the Change of Control Offer. The definition of Change of Control includes a phrase relating to the direct or indirect sale, lease, transfer, conveyance or other disposition of "all or substantially all" of the properties or assets of Jarden and its Subsidiaries taken as a whole. Although there is a limited body of case law interpreting the phrase "substantially all," there is no precise established definition of the phrase under applicable law. Accordingly, the ability of a Holder of new notes to require Jarden to repurchase its new notes as a result of a sale, lease, transfer, conveyance or other disposition of less than all of the assets of Jarden and its Subsidiaries taken as a whole to another Person or group may be uncertain. ASSET SALES Jarden will not, and will not permit any of its Restricted Subsidiaries to, consummate an Asset Sale unless: o Jarden or the Restricted Subsidiary receives consideration at the time of the Asset Sale at least equal to the fair market value of the assets or Equity Interests issued or sold or otherwise disposed of; 51 o the fair market value is determined by Jarden's Board of Directors and evidenced by a resolution of the Board of Directors set forth in an officers' certificate delivered to the trustee; and o at least 75% of the consideration received in the Asset Sale by Jarden or such Restricted Subsidiary is in the form of cash. For purposes of this provision, each of the following will be deemed to be cash: (i) any liabilities, as shown on Jarden's most recent consolidated balance sheet, of Jarden or any Restricted Subsidiary (other than contingent liabilities and liabilities that are by their terms subordinated to the new notes or any subsidiary guarantee) that are assumed by the transferee of any such assets pursuant to a customary novation agreement that releases Jarden or such Restricted Subsidiary from further liability; (ii) any securities, notes or other obligations received by Jarden or any such Restricted Subsidiary from such transferee that within 30 days are converted by Jarden or such Restricted Subsidiary into cash, to the extent of the cash received in that conversion; and (iii) long-term assets that are used or useful in a Permitted Business. Within 360 days after the receipt of any Net Proceeds from an Asset Sale, Jarden may apply those Net Proceeds at its option: o to repay Senior Debt and, if the Senior Debt repaid is revolving credit Indebtedness, to correspondingly reduce commitments with respect thereto to the extent required by such revolving credit Indebtedness; o to acquire all or substantially all of the assets of, or a majority of the Voting Stock of, another Permitted Business; o to make a capital expenditure; or o to acquire other long-term assets that are used or useful in a Permitted Business. Pending the final application of any Net Proceeds, Jarden may temporarily reduce revolving credit borrowings or otherwise invest the Net Proceeds in any manner that is not prohibited by the April 2002 Indenture. Any Net Proceeds from Asset Sales that are not applied or invested as provided in the preceding paragraph will constitute "Excess Proceeds." Within 30 days after the aggregate amount of Excess Proceeds exceeds $5.0 million, Jarden will make an Asset Sale Offer to all Holders of new notes and all holders of other Indebtedness that is pari passu with the new notes containing provisions similar to those set forth in the April 2002 Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets to purchase the maximum principal 52 amount of new notes and such other pari passu Indebtedness that may be purchased out of the Excess Proceeds. The offer price in any Asset Sale Offer will be equal to 100% of principal amount plus accrued and unpaid interest and liquidated damages, if any, to the date of purchase, and will be payable in cash. If any Excess Proceeds remain after consummation of an Asset Sale Offer, Jarden may use those Excess Proceeds for any purpose not otherwise prohibited by the April 2002 Indenture. If the aggregate principal amount of new notes and other pari passu Indebtedness tendered into such Asset Sale Offer exceeds the amount of Excess Proceeds, the trustee will select the notes and such other pari passu Indebtedness to be purchased on a pro rata basis based upon the aggregate principal amount of each that was properly tendered. Upon completion of each Asset Sale Offer, the amount of Excess Proceeds will be reset at zero. Jarden's credit agreement requires the consent of the lenders to most asset sales and prohibits the retirement of the new notes and other indebtedness that ranks junior to such Senior Debt. Any future credit agreements or other agreements relating to Senior Debt to which Jarden becomes a party may contain similar provisions or may require prepayment of such Senior Debt with all or a portion of the proceeds of such asset sales. In such case, it is likely that Jarden would apply the net proceeds to retire Senior Debt or, to the extent permitted under such agreements, acquire assets for use in a Permitted Business. Jarden will comply with the requirements of Rule 14e-1 under the Exchange Act and any other securities laws and regulations thereunder to the extent those laws and regulations are applicable in connection with each repurchase of new notes pursuant to an Asset Sale Offer. To the extent that the provisions of any securities laws or regulations conflict with the Asset Sale provisions of the April 2002 Indenture, Jarden will comply with the applicable securities laws and regulations and will not be deemed to have breached its obligations under the Asset Sale provisions of the April 2002 Indenture by virtue of such conflict. SELECTION AND NOTICE If less than all of the new notes are to be redeemed at any time, the trustee will select notes for redemption as follows: o if the new notes are listed on any national securities exchange, in compliance with the requirements of the principal national securities exchange on which the new notes are listed; or o if the new notes are not listed on any national securities exchange, on a pro rata basis, by lot or by such method as the trustee deems fair and appropriate. In the event of a redemption pursuant to the provisions described above under "--Optional Redemption," notices of redemption will be mailed by first class mail at least 30 but not more than 60 days before the redemption date to each Holder of notes to be redeemed at its registered address, except that redemption notices may be mailed more than 60 days prior to a redemption date if the notice is issued in connection with a defeasance of the new notes or a satisfaction and discharge of the April 2002 Indenture. Notices of redemption may not be conditional. 53 If any new note is to be redeemed in part only, the notice of redemption that relates to that new note will state the portion of the principal amount of that new note that is to be redeemed. A new note in principal amount equal to the unredeemed portion of the original new note will be issued in the name of the Holder of new notes upon cancellation of the original new note. No new notes can be redeemed in part if less than $1,000 would remain outstanding. New Notes called for redemption become due on the date fixed for redemption. On and after the redemption date, interest ceases to accrue on notes or portions of them called for redemption. CERTAIN COVENANTS RESTRICTED PAYMENTS Jarden will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly: (1) declare or pay any dividend or make any other payment or distribution on account of Jarden's or any of its Restricted Subsidiaries' Equity Interests (including, without limitation, any payment in connection with any merger or consolidation involving Jarden or any of its Restricted Subsidiaries) or to the direct or indirect holders of Jarden's or any of its Restricted Subsidiaries' Equity Interests in their capacity as such (other than dividends or distributions payable in Equity Interests (other than Disqualified Stock) of Jarden or to Jarden or a Restricted Subsidiary of Jarden); (2) purchase, redeem or otherwise acquire or retire for value (including, without limitation, in connection with any merger or consolidation involving Jarden) any Equity Interests of Jarden; (3) make any payment on or with respect to, or purchase, redeem, defease or otherwise acquire or retire for value any Indebtedness that is subordinated to the new notes or the subsidiary guarantees, except a payment of interest (including any amount comparable to liquidated damages) or principal at the Stated Maturity thereof; or (4) make any Restricted Investment (all such payments and other actions set forth in these clauses (1) through (4) above being collectively referred to as "Restricted Payments"), unless, at the time of and after giving effect to such Restricted Payment: (1) no Default or Event of Default has occurred and is continuing or would occur as a consequence of such Restricted Payment; and (2) Jarden would, at the time of such Restricted Payment and after giving pro forma effect thereto as if such Restricted Payment had been made at the beginning of the 54 applicable four-quarter period, have been permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described below under the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock"; and (3) such Restricted Payment, together with the aggregate amount of all other Restricted Payments made by Jarden and its Restricted Subsidiaries after April 24, 2002 (excluding Restricted Payments permitted by clauses (2), (3), (4) and (5) of the next succeeding paragraph), is less than the sum, without duplication, of: (a) 50% of the Consolidated Net Income of Jarden for the period (taken as one accounting period) from July 1, 2002 to the end of Jarden's most recently ended fiscal quarter for which internal financial statements are available at the time of such Restricted Payment (or, if such Consolidated Net Income for such period is a deficit, less 100% of such deficit), plus (b) 100% of the aggregate net cash proceeds received by Jarden since April 24, 2002 as a contribution to its common equity capital or from the issue or sale of Equity Interests of Jarden (other than Disqualified Stock) or from the issue or sale of convertible or exchangeable Disqualified Stock or convertible or exchangeable debt securities of Jarden that have been converted into or exchanged for such Equity Interests (other than Equity Interests (or Disqualified Stock or debt securities) sold to a Subsidiary of Jarden), plus (c) with respect to Restricted Investments made by Jarden and its Restricted Subsidiaries after April 24, 2002, an amount equal to the net reduction in such Restricted Investments resulting from payments of interest on Indebtedness, dividends, repayments of loans or advances or other transfers of assets, in each case to Jarden or any such Restricted Subsidiary from any such Investment, or from the net cash proceeds from the sale of any such Investment, or from a redesignation of an Unrestricted Subsidiary to a Restricted Subsidiary, but only if and to the extent such amounts are not included in the calculation of Consolidated Net Income and not to exceed the amount of the Restricted Investment previously made by Jarden or any Restricted Subsidiary in such Person or Unrestricted Subsidiary; provided that any amounts in excess of the amount of the Restricted Investment previously made may be included in the calculation of Consolidated Net Income otherwise available under clause (a), plus; (d) $5.0 million. So long as no Default has occurred and is continuing or would be caused thereby, the preceding provisions will not prohibit: (1) the payment of any dividend within 60 days after the date of declaration of the dividend, if at the date of declaration the dividend payment would have complied with the provisions of the April 2002 Indenture; 55 (2) the redemption, repurchase, retirement, defeasance or other acquisition of any subordinated Indebtedness of Jarden or any Guarantor or of any Equity Interests of Jarden in exchange for, or out of the net cash proceeds of the substantially concurrent sale (other than to a Restricted Subsidiary of Jarden) of, Equity Interests of Jarden (other than Disqualified Stock); provided that the amount of any such net cash proceeds that are utilized for any such redemption, repurchase, retirement, defeasance or other acquisition will be excluded from clause (3)(b) of the preceding paragraph; (3) the defeasance, redemption, repurchase or other acquisition of subordinated Indebtedness of Jarden or any Guarantor in exchange for, or out of the net cash proceeds received from, the substantially concurrent sale of Permitted Refinancing Indebtedness; (4) the payment of any dividend by a Restricted Subsidiary of Jarden to the holders of its Equity Interests on a pro rata basis and the redemption, purchase, cancellation or other retirement of Equity Interests in a Restricted Subsidiary held by any Person other than Jarden or a Subsidiary of Jarden; (5) the repurchase, redemption or other acquisition or retirement for value of any Equity Interests of Jarden or any Restricted Subsidiary of Jarden held by any member of Jarden's (or any of its Restricted Subsidiaries') management pursuant to any management equity subscription agreement, stock option agreement or similar agreement; provided that the aggregate price paid for all such repurchased, redeemed, acquired or retired Equity Interests may not exceed $1.0 million in any twelve-month period and $5.0 million in the aggregate; and (6) prepayments on the subordinated seller note due 2004 in accordance with its terms as in effect on April 24, 2002. The amount of all Restricted Payments (other than cash) will be the fair market value on the date of the Restricted Payment of the asset(s) or securities proposed to be transferred or issued by Jarden or such Subsidiary, as the case may be, pursuant to the Restricted Payment. The fair market value of any assets or securities that are required to be valued by this covenant will be determined by the Board of Directors whose resolution with respect thereto will be delivered to the trustee. The Board of Directors' determination must be based upon an opinion or appraisal issued by an accounting, appraisal or investment banking firm of national standing if the fair market value exceeds $1.0 million. Not later than the date of making any Restricted Payment, Jarden will deliver to the trustee an officers' certificate stating that such Restricted Payment is permitted and setting forth the basis upon which the calculations required by this "Restricted Payments" covenant were computed, together with a copy of any fairness opinion or appraisal required by the April 2002 Indenture. INCURRENCE OF INDEBTEDNESS AND ISSUANCE OF PREFERRED STOCK Jarden will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, issue, assume, guarantee or otherwise become directly or indirectly 56 liable, contingently or otherwise, with respect to (collectively, "incur") any Indebtedness (including Acquired Debt), and Jarden will not permit any of its Restricted Subsidiaries to issue any shares of preferred stock; provided, however, that Jarden may incur Indebtedness (including Acquired Debt), and Jarden's Restricted Subsidiaries may incur Indebtedness or issue preferred stock, if the Fixed Charge Coverage Ratio for Jarden's most recently ended four full fiscal quarters for which internal financial statements are available immediately preceding the date on which such additional Indebtedness is incurred or such preferred stock is issued would have been at least 2.0 to 1, determined on a pro forma basis (including a pro forma application of the net proceeds therefrom), as if the additional Indebtedness had been incurred or the preferred stock had been issued, as the case may be, at the beginning of such four-quarter period. The first paragraph of this covenant will not prohibit the incurrence of any of the following items of Indebtedness (collectively, "Permitted Debt"): (1) the incurrence by Jarden and any of its Restricted Subsidiaries of Indebtedness and letters of credit under its Senior Credit Facility in an aggregate principal amount at any one time outstanding under this clause (1) (with letters of credit being deemed to have a principal amount equal to the maximum potential liability of Jarden and its Restricted Subsidiaries thereunder) not to exceed $100.0 million less the aggregate amount of all commitment reductions with respect to any revolving credit borrowings that have been made by Jarden or any of its Restricted Subsidiaries since the date of the April 2002 Indenture; (2) the incurrence by Jarden and its Restricted Subsidiaries of Existing Indebtedness; (3) the incurrence by Jarden and the Guarantors of Indebtedness represented by the old notes and the related subsidiary guarantees to be issued on the date of the April 2002 Indenture and the new notes and related subsidiary guarantees to be issued pursuant to the registration rights agreement; (4) the incurrence by Jarden or any of its Restricted Subsidiaries of Indebtedness of Tilia assumed as part of the Acquisition; provided that such indebtedness was not incurred in connection with or in contemplation of the Acquisition; (5) the incurrence by Jarden or any of its Restricted Subsidiaries of Indebtedness in an amount which did not exceed $15.0 million pursuant to promissory notes issued to the shareholders of Tilia in payment of a portion of consideration for the Acquisition; provided that such Indebtedness is subordinated to the 2002 notes to at least the same extent as the 2002 notes are subordinated to Senior Debt; (6) the incurrence by Jarden or any of its Restricted Subsidiaries of Indebtedness represented by Capital Lease Obligations, mortgage financings or purchase money obligations, in each case, incurred for the purpose of financing all or any part of the purchase price or cost of construction or improvement of property, plant or equipment used in the business of Jarden or such Restricted Subsidiary, in an aggregate principal amount, including all Permitted Refinancing Indebtedness 57 incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (6), not to exceed $10.0 million at any time outstanding; (7) the incurrence by Jarden or any of its Restricted Subsidiaries of Permitted Refinancing Indebtedness in exchange for, or the net proceeds of which are used to refund, refinance or replace Indebtedness (other than intercompany Indebtedness) that was permitted by the April 2002 Indenture to be incurred under the first paragraph of this covenant or clauses (2), (3), (4), (5), (6), (7) or (12) of this paragraph; (8) the incurrence by Jarden or any of its Restricted Subsidiaries of intercompany Indebtedness between or among Jarden and any of its Subsidiaries; provided, however, that: (a) if Jarden or any Guarantor is the obligor on such Indebtedness, such Indebtedness must be expressly subordinated to the prior payment in full in cash of all Obligations with respect to the new notes, in the case of Jarden, or the subsidiary guarantee, in the case of a Guarantor; and (b)(i) any subsequent issuance or transfer of Equity Interests that results in any such Indebtedness being held by a Person other than Jarden or a Restricted Subsidiary of Jarden and (ii) any sale or other transfer of any such Indebtedness to a Person that is not either Jarden or a Restricted Subsidiary of Jarden; will be deemed, in each case, to constitute an incurrence of such Indebtedness by Jarden or such Restricted Subsidiary, as the case may be, that was not permitted by this clause (8); (9) the incurrence by Jarden or any of its Restricted Subsidiaries of Hedging Obligations that are incurred for the purpose of fixing, swapping or hedging interest rate risk with respect to any Indebtedness that is permitted by the terms of the April 2002 Indenture to be outstanding; (10) the guarantee by Jarden or any of its Restricted Subsidiaries of Indebtedness of Jarden or a Restricted Subsidiary of Jarden that was permitted to be incurred by another provision of this covenant; (11) the accrual of interest, the accretion or amortization of original issue discount, the payment of interest on any Indebtedness in the form of additional Indebtedness with the same terms, and the payment of dividends on Disqualified Stock in the form of additional shares of the same class of Disqualified Stock will not be deemed to be an incurrence of Indebtedness or an issuance of Disqualified Stock for purposes of this covenant; provided, in each such case, that the amount thereof is included in Fixed Charges of Jarden as accrued; and (12) the incurrence by Jarden or any of its Restricted Subsidiaries of additional Indebtedness in an aggregate principal amount (or accreted value, as applicable) at any time outstanding, including all Permitted Refinancing Indebtedness 58 incurred to refund, refinance or replace any Indebtedness incurred pursuant to this clause (12), not to exceed $25.0 million. For purposes of determining compliance with this "Incurrence of Indebtedness and Issuance of Preferred Stock" covenant, in the event that an item of proposed Indebtedness meets the criteria of more than one of the categories of Permitted Debt described in clauses (1) through (12) above, or is entitled to be incurred pursuant to the first paragraph of this covenant, Jarden will be permitted to classify such item of Indebtedness on the date of its incurrence, or later reclassify all or a portion of such item of Indebtedness, in any manner that complies with this covenant. Indebtedness under the Senior Credit Facility outstanding on the date on which old notes were first issued and authenticated under the January 2003 Indenture will be deemed to have been incurred, for purposes of the April 2002 Indenture, on such date in reliance on the exception provided by clause (1) of the definition of Permitted Debt. NO LAYERING OF DEBT Jarden will not incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to any Senior Debt of Jarden and senior in any respect in right of payment to the new notes. No Guarantor will incur, create, issue, assume, guarantee or otherwise become liable for any Indebtedness that is subordinate or junior in right of payment to the Senior Debt of such Guarantor and senior in any respect in right of payment to such Guarantor's subsidiary guarantee. LIENS Jarden will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create, incur, assume or suffer to exist any Lien of any kind securing Indebtedness for money borrowed on any asset now owned or hereafter acquired, except Permitted Liens. DIVIDEND AND OTHER PAYMENT RESTRICTIONS AFFECTING SUBSIDIARIES Jarden will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, create or permit to exist or become effective any consensual encumbrance or restriction on the ability of any Restricted Subsidiary to: (1) pay dividends or make any other distributions on its Capital Stock to Jarden or any of its Restricted Subsidiaries, or with respect to any other interest or participation in, or measured by, its profits, or pay any indebtedness owed to Jarden or any of its Restricted Subsidiaries; (2) make loans or advances to Jarden or any of its Restricted Subsidiaries; or (3) transfer any of its properties or assets to Jarden or any of its Restricted Subsidiaries. However, the preceding restrictions will not apply to encumbrances or restrictions existing under or by reason of: 59 (1) agreements governing Existing Indebtedness, and the Senior Credit Facility as in effect on April 24, 2002 and any amendments, modifications, restatements, renewals, increases, supplements, refundings, replacements or refinancings of those agreements; provided that the amendments, modifications, restatements, renewals, increases, supplements, refundings, replacement or refinancings are no more restrictive, taken as a whole, with respect to such dividend and other payment restrictions than those contained in those agreements on April 24, 2002; (2) the April 2002 Indenture, the new notes and the subsidiary guarantees; (3) applicable law; (4) any instrument governing Indebtedness or Capital Stock of a Person acquired by Jarden or any of its Restricted Subsidiaries as in effect at the time of such acquisition (except to the extent such Indebtedness or Capital Stock was incurred in connection with or in contemplation of such acquisition), which encumbrance or restriction is not applicable to any Person, or the properties or assets of any Person, other than the Person, or the property or assets of the Person, so acquired; provided that, in the case of Indebtedness, such Indebtedness was permitted by the terms of the April 2002 Indenture to be incurred; (5) customary non-assignment provisions in leases, licenses and other agreements entered into in the ordinary course of business and consistent with past practices; (6) purchase money obligations for property acquired in the ordinary course of business that impose restrictions on that property of the nature described in clause (3) of the preceding paragraph; (7) any agreement for the sale or other disposition of a Restricted Subsidiary that restricts distributions by that Restricted Subsidiary pending its sale or other disposition; (8) Permitted Refinancing Indebtedness; provided that the restrictions contained in the agreements governing such Permitted Refinancing Indebtedness are no more restrictive, taken as a whole, than those contained in the agreements governing the Indebtedness being refinanced; (9) Liens securing Indebtedness otherwise permitted to be incurred under the provisions of the covenant described above under the caption "--Liens" that limit the right of the debtor to dispose of the assets subject to such liens; (10) provisions with respect to the disposition or distribution of assets or property in joint venture agreements, asset sale agreements, stock sale agreements and other similar agreements entered into in the ordinary course of business; and 60 (11) restrictions on cash or other deposits or net worth imposed by customers under contracts entered into in the ordinary course of business. MERGER, CONSOLIDATION OR SALE OF ASSETS Jarden may not, directly or indirectly: (1) consolidate or merge with or into another Person (whether or not Jarden is the surviving corporation); or (2) sell, assign, transfer, convey or otherwise dispose of all or substantially all of the properties or assets of Jarden and its Subsidiaries taken as a whole, in one or more related transactions, to another Person; unless: (1) either: (a) Jarden is the surviving corporation; or (b) the Person formed by or surviving any such consolidation or merger (if other than Jarden) or to which such sale, assignment, transfer, conveyance or other disposition has been made is a corporation organized or existing under the laws of the United States, any state of the United States or the District of Columbia; (2) the Person formed by or surviving any such consolidation or merger (if other than Jarden) or the Person to which such sale, assignment, transfer, conveyance or other disposition has been made assumes all the obligations of Jarden under the new notes, the April 2002 Indenture and the registration rights agreement pursuant to agreements reasonably satisfactory to the trustee; (3) immediately after such transaction, no Default or Event of Default exists; and (4) Jarden or the Person formed by or surviving any such consolidation or merger (if other than Jarden), or to which such sale, assignment, transfer, conveyance or other disposition has been made will, on the date of such transaction after giving pro forma effect thereto and any related financing transactions as if the same had occurred at the beginning of the applicable four-quarter period, be permitted to incur at least $1.00 of additional Indebtedness pursuant to the Fixed Charge Coverage Ratio test set forth in the first paragraph of the covenant described above under the caption "--Incurrence of Indebtedness and Issuance of Preferred Stock." In addition, Jarden may not, directly or indirectly, lease all or substantially all of its properties or assets, in one or more related transactions, to any other Person. This "Merger, Consolidation or Sale of Assets" covenant will not apply to a sale, assignment, transfer, conveyance or other disposition of assets between or among Jarden and any of its Restricted Subsidiaries that are Guarantors. TRANSACTIONS WITH AFFILIATES Jarden will not, and will not permit any of its Restricted Subsidiaries to, make any payment to, or sell, lease, transfer or otherwise dispose of any of its properties or assets to, or purchase any property or assets from, or enter into or make or amend any transaction, contract, agreement, understanding, loan, advance or guarantee with, or for the benefit of, any Affiliate (each, an "Affiliate Transaction"), unless: 61 (1) the Affiliate Transaction is on terms that are no less favorable to Jarden or the relevant Restricted Subsidiary than those that would have been obtained in a comparable transaction by Jarden or such Restricted Subsidiary with an unrelated Person; and (2) Jarden delivers to the trustee: (a) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $1.0 million, a resolution of the Board of Directors set forth in an officers' certificate certifying that such Affiliate Transaction complies with this covenant and that such Affiliate Transaction has been approved by a majority of the disinterested members of the Board of Directors; and (b) with respect to any Affiliate Transaction or series of related Affiliate Transactions involving aggregate consideration in excess of $10.0 million, an opinion as to the fairness to Jarden of such Affiliate Transaction from a financial point of view issued by an accounting, appraisal or investment banking firm of national standing. The following items will not be deemed to be Affiliate Transactions and, therefore, will not be subject to the provisions of the prior paragraph: (1) any employment or consulting agreement entered into by Jarden or any of its Restricted Subsidiaries in the ordinary course of business and consistent with the past practice of Jarden or such Restricted Subsidiary; (2) transactions between or among Jarden and/or its Restricted Subsidiaries; (3) transactions with a Person that is an Affiliate of Jarden solely because Jarden owns an Equity Interest in, or controls, such Person; (4) payment of reasonable fees and compensation to, and indemnity provided on behalf of, directors and officers of Jarden; (5) sales of Equity Interests (other than Disqualified Stock) to Affiliates of Jarden; (6) Restricted Payments that are permitted by the provisions of the April 2002 Indenture described above under the caption "--Restricted Payments"; (7) transfers of accounts receivable and related assets to a Receivables Subsidiary in connection with a Qualified Receivables Transaction and the charging of fees and expenses in the ordinary course of business in connection with such transfers; and (8) Permitted Investments. 62 BUSINESS ACTIVITIES Jarden will not, and will not permit any of its Restricted Subsidiaries to, engage in any business activities other than in a Permitted Business. ADDITIONAL SUBSIDIARY GUARANTEES If Jarden or any of its Subsidiaries acquires or creates a Domestic Subsidiary after the date of the April 2002 Indenture, then that newly acquired or created Domestic Subsidiary will become a Guarantor and execute a subsidiary guarantee and deliver an opinion of counsel satisfactory to the trustee within 30 days of the date on which it was acquired or created. DESIGNATION OF RESTRICTED AND UNRESTRICTED SUBSIDIARIES The Board of Directors may designate any Restricted Subsidiary to be an Unrestricted Subsidiary if that designation would not cause a Default. If a Restricted Subsidiary is designated as an Unrestricted Subsidiary, the aggregate fair market value of all outstanding Investments owned by Jarden and its Restricted Subsidiaries in the Subsidiary to be designated will be deemed to be an Investment made as of the time of the designation and will reduce the amount available for Restricted Payments under the first paragraph of the covenant described above under the caption "--Restricted Payments" or Permitted Investments, as determined by Jarden. That designation will only be permitted if the Investment would be permitted at that time and if the Restricted Subsidiary otherwise meets the definition of an Unrestricted Subsidiary. Upon its designation as an Unrestricted Subsidiary, it will cease to be a Guarantor and its subsidiary guarantee will be released. The Board of Directors may redesignate any Unrestricted Subsidiary to be a Restricted Subsidiary if the redesignation would not cause a Default. If an Unrestricted Subsidiary is redesignated as a Restricted Subsidiary, an amount equal to the lesser of the aggregate fair market value of all outstanding Investments owned by Jarden and its Restricted Subsidiaries in the Subsidiary to be redesignated and the amount of all such Investments will be deemed to be recovered in cash as of the time of the redesignation and will increase the amounts available for (1) Restricted Payments under the first paragraph of the covenant described above under the caption "--Restricted Payments" and (2) Permitted Investments in proportion to the amount of Jarden's and its Restricted Subsidiaries' Investments in such Subsidiary that were Restricted Payments and Permitted Investments. Upon any such redesignation or other designation as a Restricted Subsidiary, such Subsidiary will become a Guarantor and execute a subsidiary guarantee. PAYMENTS FOR CONSENT Jarden will not, and will not permit any of its Restricted Subsidiaries to, directly or indirectly, pay or cause to be paid any consideration to or for the benefit of any Holder of new notes for or as an inducement to any consent, waiver or amendment of any of the terms or provisions of the April 2002 Indenture or the new notes unless such consideration is offered to be paid and is paid to all Holders of the new notes that consent, waive or agree to amend in the time frame set forth in the solicitation documents relating to such consent, waiver or agreement. 63 REPORTS Whether or not required by the Securities and Exchange Commission (the "Commission"), so long as any new notes are outstanding, Jarden will furnish to the Holders of new notes, within the time periods specified in the Commission's rules and regulations (together with any extensions granted by the Commission): (1) all quarterly and annual financial information that would be required to be contained in a filing with the Commission on Forms 10-Q and 10-K if Jarden were required to file such Forms, including a "Management's Discussion and Analysis of Financial Condition and Results of Operations" and, with respect to the annual information only, a report on the annual financial statements by Jarden's certified independent accountants; and (2) all current reports that would be required to be filed with the Commission on Form 8-K if Jarden were required to file such reports. If Jarden has designated any of its Subsidiaries as Unrestricted Subsidiaries, then the quarterly and annual financial information required by the preceding paragraph will include a reasonably detailed presentation, either on the face of the financial statements or in the footnotes thereto, and in Management's Discussion and Analysis of Financial Condition and Results of Operations, of the financial condition and results of operations of Jarden and its Restricted Subsidiaries separate from the financial condition and results of operations of the Unrestricted Subsidiaries of Jarden. In addition, Jarden and the Guarantors have agreed that, for so long as any new notes remain outstanding, whether or not required by the Commission, Jarden will file a copy of all of the information and reports referred to in clauses (1) and (2) above with the Commission for public availability (unless the Commission will not accept such a filing) within the time periods specified in the Commission's rules and regulations (together with any extensions granted by the Commission) and make such information available to securities analysts and prospective investors upon request. AMENDMENT OF SUBORDINATED SELLER NOTES Without the consent of the Holders of at least a majority in principal amount of new notes then outstanding, Jarden will not agree to amend or modify the subordinated seller notes in any manner that would result in the subordinated seller notes not being subordinated to the new notes to at least the same extent as the new notes are subordinated to Senior Debt, or that would accelerate any payment of the subordinated seller notes or increase the interest rate on the subordinated seller notes. 64 EVENTS OF DEFAULT AND REMEDIES Each of the following is an Event of Default: (1) default for 30 days in the payment when due of interest on, or liquidated damages due with respect to, the new notes, whether or not prohibited by the subordination provisions of the April 2002 Indenture; (2) default in payment when due of the principal of, or premium, if any, on the new notes, whether or not prohibited by the subordination provisions of the April 2002 Indenture; (3) failure by Jarden or any of its Subsidiaries to comply with the provisions described under the captions "--Repurchase at the Option of Holders--Change of Control," "--Repurchase at the Option of Holders--Asset Sales" (other than the requirement that the resolution of the Board of Directors pursuant to the second bullet-point of the first paragraph of such provision be set forth in an officers' certificate delivered to the trustee, with respect to which the Event of Default described in clause (5) of the paragraph will apply), or "--Certain Covenants--Merger, Consolidation or Sale of Assets"; (4) failure by Jarden or any of its Subsidiaries to comply with the provisions described under the captions "--Certain Covenants--Restricted Payments" or "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock," and such failure continues for 30 days; (5) failure by Jarden or any of its Subsidiaries for 60 days after notice by the trustee or Holders of at least 25% in principal amount of the then outstanding new notes to comply with any of the other agreements in the April 2002 Indenture; (6) default under any mortgage, indenture or instrument under which there may be issued or by which there may be secured or evidenced any Indebtedness for money borrowed by Jarden or any of its Restricted Subsidiaries (or the payment of which is guaranteed by Jarden or any of its Restricted Subsidiaries) whether such Indebtedness or guarantee now exists, or is created after the date of the April 2002 Indenture, if that default: (a) is caused by a failure to pay principal of, or interest or premium, if any, on such Indebtedness prior to the expiration of the grace period provided in such Indebtedness on the date of such default (a "Payment Default"); or (b) results in the acceleration of such Indebtedness prior to its express maturity, and, in each case, the principal amount of any such Indebtedness, together with the principal amount of any other such Indebtedness under which there has been a Payment Default or the maturity of which has been so accelerated, aggregates $10.0 million or more; 65 (7) failure by Jarden or any of its Restricted Subsidiaries to pay final judgments aggregating in excess of $10.0 million (to the extent not insured), which judgments are not paid, discharged or stayed for a period of 60 days; (8) except as permitted by the April 2002 Indenture, any subsidiary guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor, or any Person acting on behalf of any Guarantor, shall deny or disaffirm its obligations under its subsidiary guarantee; and (9) certain events of bankruptcy or insolvency described in the April 2002 Indenture with respect to Jarden, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken together, would constitute a Significant Subsidiary. In the case of an Event of Default arising from an event of bankruptcy or insolvency described in clause (9) above, all outstanding notes will become due and payable immediately without further action or notice. If any other Event of Default occurs and is continuing, the trustee or the Holders of at least 25% in principal amount of the then outstanding notes may declare all the notes to be due and payable immediately. Holders of the new notes may not enforce the April 2002 Indenture or the new notes except as provided in the April 2002 Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding new notes may direct the trustee in its exercise of any trust or power. The trustee may withhold from Holders of the new notes notice of any continuing Default or Event of Default if it determines that withholding notice is in their interest, except a Default or Event of Default relating to the payment of principal (including redemption or purchase price) or interest or liquidated damages. The Holders of a majority in aggregate principal amount of the new notes then outstanding by notice to the trustee may on behalf of the Holders of all of the new notes waive any existing Default or Event of Default and its consequences under the April 2002 Indenture except a continuing Default or Event of Default in the payment of interest or liquidated damages on, or the principal (including redemption or purchase price) of, the new notes. In the case of any Event of Default occurring by reason of any willful action or inaction taken or not taken by or on behalf of Jarden with the intention of avoiding payment of the premium that Jarden would have had to pay if Jarden then had elected to redeem the new notes pursuant to the optional redemption provisions of the April 2002 Indenture, an equivalent premium will also become and be immediately due and payable to the extent permitted by law upon the acceleration of the new notes. If an Event of Default occurs prior to May 1, 2007, by reason of any willful action (or inaction) taken (or not taken) by or on behalf of Jarden with the intention of avoiding the prohibition on redemption of the new notes prior to May 1, 2007, then the premium specified in the April 2002 Indenture will also become immediately due and payable to the extent permitted by law upon the acceleration of the new notes. 66 At any time after a declaration of acceleration under the April 2002 Indenture, but before a judgment or decree for payment of the money due has been obtained by the trustee, the Holders of a majority in aggregate principal amount of the outstanding new notes, by written notice to Jarden and the trustee, may rescind such declaration and its consequences if: (i) Jarden has paid or deposited with the trustee a sum sufficient to pay (A) all overdue interest on all new notes, (B) all unpaid principal of (and premium, if any, on) any outstanding new notes that has become due, other than by such declaration of acceleration, and interest thereon at the rate borne by the new notes, (C) to the extent that payment of such interest is lawful, interest upon overdue interest and overdue principal at the rate borne by the new notes, and (D) all sums paid or advanced by the trustee under the April 2002 Indenture and the reasonable compensation, expenses, disbursements and advances of the trustee, its agents and counsel; and (ii) all Events of Default, other than the non-payment of amounts of principal of (or premium, if any, on), or interest on, the new notes that have become due solely by such declaration of acceleration, have been cured or waived. No such rescission will affect any subsequent default or impair any right consequent thereon. Jarden is required to deliver to the trustee annually a statement regarding compliance with the April 2002 Indenture. Upon becoming aware of any Default or Event of Default, Jarden is required to deliver to the trustee a statement specifying such Default or Event of Default. NO PERSONAL LIABILITY OF DIRECTORS, OFFICERS, EMPLOYEES AND STOCKHOLDERS No director, officer, employee, incorporator or stockholder of Jarden or any Guarantor, as such, will have any liability for any obligations of Jarden or the Guarantors under the new notes, the April 2002 Indenture, the subsidiary guarantees, or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder of new notes by accepting a new note waives and releases all such liability. The waiver and release are part of the consideration for issuance of the new notes. The waiver may not be effective to waive liabilities under the Federal securities laws. LEGAL DEFEASANCE AND COVENANT DEFEASANCE Jarden may, at its option and at any time, elect to have all of its obligations discharged with respect to the outstanding new notes and all obligations of the Guarantors discharged with respect to their subsidiary guarantees ("Legal Defeasance") except for: (1) the rights of Holders of outstanding notes to receive payments in respect of the principal of, or interest or premium and liquidated damages, if any, on such new notes when such payments are due from the trust referred to below; (2) Jarden's obligations with respect to the new notes concerning issuing temporary new notes, registration of new notes, mutilated, destroyed, lost or stolen new notes and the maintenance of an office or agency for payment and money for security payments held in trust; 67 (3) the rights, powers, trusts, duties and immunities of the trustee, and Jarden's and the Guarantors' obligations in connection therewith; and (4) the Legal Defeasance provisions of the April 2002 Indenture. In addition, Jarden may, at its option and at any time, elect to have the obligations of Jarden and the Guarantors released with respect to certain covenants (including its obligation to make Change of Control Offers and Asset Sale Offers) that are described in the April 2002 Indenture ("Covenant Defeasance") and thereafter any omission to comply with those covenants will not constitute a Default or Event of Default with respect to the new notes. In the event Covenant Defeasance occurs, certain events (not including non-payment, bankruptcy, receivership, rehabilitation and insolvency events) described under "--Events of Default and Remedies" will no longer constitute an Event of Default with respect to the new notes. In order to exercise either Legal Defeasance or Covenant Defeasance: (1) Jarden must irrevocably deposit with the trustee, in trust, for the benefit of the Holders of the new notes, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient, in the opinion of a nationally recognized firm of independent public accountants, to pay the principal of, and interest and premium and liquidated damages, if any, on the outstanding new notes on the stated maturity or on the applicable redemption date, as the case may be, and Jarden must specify whether the new notes are being defeased to maturity or to a particular redemption date; (2) in the case of Legal Defeasance, Jarden has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that (i) Jarden has received from, or there has been published by, the Internal Revenue Service a ruling; or (ii) since the date of the April 2002 Indenture, there has been a change in the applicable Federal income tax law, in either case to the effect that, and based thereon such opinion of counsel will confirm that, the Holders of the outstanding new notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Legal Defeasance and will be subject to Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Legal Defeasance had not occurred; (3) in the case of Covenant Defeasance, Jarden has delivered to the trustee an opinion of counsel reasonably acceptable to the trustee confirming that the Holders of the outstanding new notes will not recognize income, gain or loss for Federal income tax purposes as a result of such Covenant Defeasance and will be subject to 68 Federal income tax on the same amounts, in the same manner and at the same times as would have been the case if such Covenant Defeasance had not occurred; (4) no Default or Event of Default has occurred and is continuing on the date of such deposit and after giving effect thereto; (5) such Legal Defeasance or Covenant Defeasance will not result in a breach or violation of, or constitute a default under any material agreement or instrument to which Jarden or any of its Subsidiaries is a party or by which Jarden or any of its Subsidiaries is bound; (6) Jarden must deliver to the trustee an officers' certificate stating that the deposit was not made by Jarden with the intent of preferring the Holders of new notes over the other creditors of Jarden with the intent of defeating, hindering, delaying or defrauding creditors of Jarden or others; and (7) Jarden must deliver to the trustee an officers' certificate and an opinion of counsel, each stating that all conditions precedent relating to the Legal Defeasance or the Covenant Defeasance have been complied with. AMENDMENT, SUPPLEMENT AND WAIVER Except as provided in the next three succeeding paragraphs, the April 2002 Indenture and the new notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the new notes then outstanding (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, new notes), and any existing default or compliance with any provision of the April 2002 Indenture or the new notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding new notes (including, without limitation, consents obtained in connection with a purchase of, or tender offer or exchange offer for, new notes). Without the consent of each Holder affected, an amendment or waiver may not (with respect to any new notes held by a non-consenting Holder): (1) reduce the principal amount of new notes whose Holders must consent to an amendment, supplement or waiver; (2) reduce the principal of or change the fixed maturity of any new note or alter the provisions with respect to the redemption of the new notes (other than provisions relating to the covenants described above under the caption "--Repurchase at the Option of Holders"); (3) reduce the rate of or change the time for payment of interest on any new note; (4) waive a Default or Event of Default in the payment of principal (including redemption or purchase price) of, or interest or premium, or liquidated damages, if any, on the new notes (except a rescission of acceleration of the new notes by 69 the Holders of at least a majority in aggregate principal amount of the new notes and a waiver of the payment default that resulted from such acceleration); (5) make any new note payable in money other than that stated in the new notes; (6) make any change in the provisions of the April 2002 Indenture relating to waivers of past Defaults or the rights of Holders of new notes to receive payments of principal of, or interest or premium or liquidated damages, if any, on the new notes; (7) waive a redemption payment with respect to any new note (other than a payment required by one of the covenants described above under the caption "--Repurchase at the Option of Holders"); (8) release any Guarantor from any of its obligations under its subsidiary guarantee or the April 2002 Indenture, except in accordance with the terms of the April 2002 Indenture; or (9) make any change in the preceding amendment and waiver provisions. In addition, any amendment to, or waiver of, the provisions of the April 2002 Indenture relating to subordination that adversely affects the rights of the Holders of the new notes will require the consent of the Holders of at least 75% in aggregate principal amount of new notes then outstanding. Notwithstanding the preceding, without the consent of any Holder of notes, Jarden, the Guarantors and the trustee may amend or supplement the April 2002 Indenture or the new notes: (1) to cure any ambiguity, defect or inconsistency; (2) to provide for uncertificated new notes in addition to or in place of certificated new notes; (3) to provide for the assumption of Jarden's obligations to Holders of new notes in the case of a merger or consolidation or sale of all or substantially all of Jarden's assets; (4) to make any change that would provide any additional rights or benefits to the Holders of new notes or that does not adversely affect the legal rights under the April 2002 Indenture of any such Holder; or (5) to comply with requirements of the Commission in order to effect or maintain the qualification of the April 2002 Indenture under the Trust Indenture Act. 70 SATISFACTION AND DISCHARGE The April 2002 Indenture will be discharged and will cease to be of further effect as to all new notes issued thereunder, when: (1) either: (i) all new notes that have been authenticated, except lost, stolen or destroyed new notes that have been replaced or paid and new notes for whose payment money has been deposited in trust and thereafter repaid to Jarden, have been delivered to the trustee for cancellation; or (ii) all new notes that have not been delivered to the trustee for cancellation have become due and payable by reason of the mailing of a notice of redemption or otherwise or will become due and payable within one year and Jarden or any Guarantor has irrevocably deposited or caused to be deposited with the trustee as trust funds in trust solely for the benefit of the Holders, cash in U.S. dollars, non-callable Government Securities, or a combination of cash in U.S. dollars and non-callable Government Securities, in amounts as will be sufficient without consideration of any reinvestment of interest, to pay and discharge the entire indebtedness on the new notes not delivered to the trustee for cancellation for principal, premium and liquidated damages, if any, and accrued interest to the date of maturity or redemption; (2) no Default or Event of Default has occurred and is continuing on the date of the deposit or will occur as a result of the deposit and the deposit will not result in a breach or violation of, or constitute a default under, any other instrument to which Jarden or any Guarantor is a party or by which Jarden or any Guarantor is bound; (3) Jarden or any Guarantor has paid or caused to be paid all sums payable by it under the April 2002 Indenture; and (4) Jarden has delivered irrevocable instructions to the trustee under the April 2002 Indenture to apply the deposited money toward the payment of the new notes at maturity or the redemption date, as the case may be. In addition, Jarden must deliver an officers' certificate and an opinion of counsel to the trustee stating that all conditions precedent to satisfaction and discharge have been satisfied. CONCERNING THE TRUSTEE If the trustee becomes a creditor of Jarden or any Guarantor, the April 2002 Indenture limits its right to obtain payment of claims in certain cases, or to realize on certain property received in respect of any such claim as security or otherwise. The trustee will be permitted to engage in other transactions; however, if it acquires any conflicting interest it must eliminate such conflict within 90 days, apply to the Commission for permission to continue or resign. 71 The Holders of a majority in principal amount of the then outstanding new notes will have the right to direct the time, method and place of conducting any proceeding for exercising any remedy available to the trustee, subject to certain exceptions. The April 2002 Indenture provides that in case an Event of Default occurs and is continuing, the trustee will be required, in the exercise of its power, to use the degree of care of a prudent person in the conduct of his own affairs. Subject to such provisions, the trustee will be under no obligation to exercise any of its rights or powers under the April 2002 Indenture at the request of any Holder of new notes, unless such Holder has offered to the trustee security and indemnity satisfactory to it against any loss, liability or expense. BOOK-ENTRY, DELIVERY AND FORM The new notes will be represented by one or more permanent global certificates in registered form without interest coupons (the "Global Notes"). The Global Notes will be deposited upon issuance with the Trustee as custodian for The Depository Trust Company ("DTC"), in New York, New York, and registered in the name of DTC or its nominee for credit to an account of a direct or indirect participant in DTC as described below. Except as set forth below, the Global Notes may be transferred, in whole and not in part, only to another nominee of DTC or to a successor of DTC or its nominee. Beneficial interests in the Global Notes may not be exchanged for new notes in certificated form except in the limited circumstances described below. See "--Exchange of Book-Entry Notes for Certificated Notes". Transfer of beneficial interests in the Global Notes will be subject to the applicable rules and procedures of DTC and its direct or indirect participants (including, if applicable, those of the Euroclear System ("Euroclear") and Clearstream Banking societe anonyme ("Clearstream")), which may change from time to time. DEPOSITARY PROCEDURES DTC is a limited-purpose trust company created to hold securities for its participating organizations (collectively, the "Participants") and to facilitate the clearance and settlement of transactions in those securities between Participants through electronic book-entry changes in accounts of its Participants. The Participants include securities brokers and dealers (including the underwriters), banks, trust companies, clearing corporations and certain other organizations. Access to DTC's system is also available to other entities such as banks, brokers, dealers and trust companies that clear through or maintain a custodial relationship with a Participant, either directly or indirectly (collectively, the "Indirect Participants"). Persons who are not Participants may beneficially own securities held by or on behalf of DTC only through the Participants or the Indirect Participants. The ownership interests and transfer of ownership interests of each actual purchaser of each security held by or on behalf of DTC are recorded on the records of the Participants and Indirect Participants. 72 Pursuant to procedures established by DTC: (1) upon deposit of the Global Notes, DTC will credit the accounts of Participants designated by the underwriters with portions of the principal amount of the Global Notes; and (2) ownership of such interests in the Global Notes will be maintained by DTC (with respect to the Participants) or by the Participants and the Indirect Participants (with respect to other owners of beneficial interests in the Global Notes). Investors in the Global Notes may hold their interests therein directly through DTC, if they are Participants in such system, or indirectly through organizations (including Euroclear and Clearstream) which are Participants in such system. All interests in a Global Note, including those held through Euroclear or Clearstream, will be subject to the procedures and requirements of DTC. Those interests held through Euroclear or Clearstream will also be subject to the procedures and requirements of these systems. The laws of some states require that certain persons take physical delivery in definitive form of securities that they own. Consequently, the ability to transfer beneficial interests in a Global Note to such persons will be limited to that extent. Because DTC can act only on behalf of Participants, which in turn act on behalf of Indirect Participants, the ability of a person having beneficial interests in a Global Note to pledge such interests to persons or entities that do not participate in the DTC system, or otherwise take actions in respect of such interests, may be affected by the lack of a physical certificate evidencing such interests. For certain other restrictions on the transferability of the notes, see "--Exchange of Book-Entry Notes for Certificated Notes". Except as described below, owners of interests in the Global Notes will not have new notes registered in their names, will not receive physical delivery of new notes in certificated form and will not be considered the registered owners or holders thereof under the April 2002 Indenture for any purpose. Payments in respect of the principal of and premium and liquidated damages, if any, and interest on a Global Note registered in the name of DTC or its nominee will be payable by the Trustee to DTC in its capacity as the registered holder under the April 2002 Indenture. Jarden and the Trustee will treat the persons in whose names the new notes, including the Global Notes, are registered as the owners thereof for the purpose of receiving such payments and for any and all other purposes whatsoever. Consequently, neither Jarden, the Trustee nor any agent of Jarden or the Trustee has or will have any responsibility or liability for: (1) any aspect of DTC's records or any Participant's or Indirect Participant's records relating to or payment made on account of beneficial ownership interests in the Global Notes, or for maintaining, supervising or reviewing any of DTC's records or any Participant's or Indirect Participant's records relating to the beneficial ownership interests in the Global Notes; or (2) any other matter relating to the actions and practices of DTC or any of its Participants or Indirect Participants. 73 DTC has advised Jarden that its current practice, upon receipt of any payment in respect of securities such as the new notes (including principal and interest), is to credit the accounts of the relevant Participants with the payment on the payment date, in amounts proportionate to their respective holdings in the principal amount of beneficial interests in the relevant security as shown on the records of DTC unless DTC has reason to believe it will not receive payment on such payment date. Payments by the Participants and the Indirect Participants to the beneficial owners of new notes will be governed by standing instructions and customary practices and will be the responsibility of the Participants or the Indirect Participants and will not be the responsibility of DTC, the Trustee or Jarden. Neither Jarden nor the Trustee will be liable for any delay by DTC or any of its Participants in identifying the beneficial owners of the new notes, and Jarden and the Trustee may conclusively rely on and will be protected in relying on instructions from DTC or its nominee for all purposes. Except for trades involving only Euroclear and Clearstream participants, interests in the Global Notes are expected to be eligible to trade in DTC's Same-Day Funds Settlement System and secondary market trading activity in such interests will therefore settle in immediately available funds, subject in all cases to the rules and procedures of DTC and its Participants. Transfers between Participants in DTC will be effected in accordance with DTC's procedures, and will be settled in same-day funds, and transfers between participants in Euroclear and Clearstream will be affected in the ordinary way in accordance with their respective rules and operating procedures. Cross-market transfers between the Participants in DTC, on the one hand, and Euroclear or Clearstream participants, on the other hand, will be effected through DTC in accordance with DTC's rules on behalf of Euroclear and Clearstream, as the case may be, by their depositories. Cross-market transactions will require delivery of instructions to Euroclear or Clearstream, as the case may be, by the counterparty in that system in accordance with the rules and procedures and within the established deadlines (Brussels time) of that system. Euroclear or Clearstream, as the case may be, will, if the transaction meets its settlement requirements, deliver instructions to its respective depositories to take action to effect final settlement on its behalf by delivering or receiving interests in the relevant Global Note in DTC, and making or receiving payment in accordance with normal procedures for same-day funds settlement applicable to DTC. Euroclear and Clearstream participants may not deliver instructions directly to the depositories for Euroclear or Clearstream. Because of time zone differences, the securities account of a Euroclear or Clearstream participant purchasing an interest in a Global Note from a Participant in DTC will be credited and reported to the relevant Euroclear or Clearstream participant, during the securities settlement processing day (which must be a business day for Euroclear and Clearstream) immediately following the settlement date of DTC. DTC has advised Jarden that cash received in Euroclear or Clearstream as a result of sales of interests in a Global Note by or through a Euroclear or Clearstream participant to a Participant in DTC will be received with value on the settlement date of DTC but will be available in the relevant Euroclear or Clearstream cash account only as of the business day of Euroclear or Clearstream following DTC's settlement date. 74 DTC has advised Jarden that it will take any action permitted to be taken by a Holder of new notes only at the direction of one or more Participants to whose account with DTC interests in the Global Notes are credited and only in respect of such portion of the aggregate principal amount of the new notes as to which such Participant or Participants has or have given such direction. If there is an Event of Default under the new notes, DTC reserves the right to exchange the Global Notes for legended new notes in certificated form, and to distribute the new notes to its Participants. Although DTC, Euroclear and Clearstream have agreed to the foregoing procedures to facilitate transfers of interests in the Global Notes among participants in DTC, Euroclear and Clearstream, they are under no obligation to perform or to continue to perform such procedures, and the procedures may be discontinued at any time. Neither Jarden nor the Trustee will have any responsibility for the performance by DTC, Euroclear or Clearstream or their respective Participants or Indirect Participants of their respective obligations under the rules and procedures governing their operations. According to DTC, the foregoing information with respect to DTC has been provided for informational purposes only and is not intended to serve as a representation, warranty, or contract modification of any kind. The information in this section concerning DTC, Euroclear and Clearstream and their book-entry systems has been obtained from sources that Jarden believes to be reliable. EXCHANGE OF BOOK-ENTRY NOTES FOR CERTIFICATED NOTES A Global Note is exchangeable for notes in registered certificated form ("Certificated Notes") if: (1) DTC (a) notifies Jarden that it is unwilling or unable to continue as depositary for the Global Notes or (b) has ceased to be a clearing agency registered under the Exchange Act and, in either case, Jarden fails to appoint a successor depositary; (2) Jarden, at its option, notifies the trustee in writing that it elects to cause the issuance of the Certificated Notes; or (3) there has occurred and is continuing a Default or Event of Default with respect to the new notes. In addition, beneficial interests in a Global Note may be exchanged for Certificated Notes upon prior written notice given to the trustee by or on behalf of DTC in accordance with the April 2002 Indenture. In all cases, Certificated Notes delivered in exchange for any Global Note or beneficial interests in Global Notes will be registered in the names, and issued in any approved denominations, requested by or on behalf of the depositary (in accordance with its customary procedures). 75 EXCHANGE OF CERTIFICATED NOTES FOR GLOBAL NOTES Certificated Notes may not be exchanged for beneficial interests in any Global Note unless the transferor first delivers to the trustee a written certificate (in the form provided in the April 2002 Indenture) to the effect that such transfer will comply with the appropriate transfer restrictions, if any, applicable to such new notes. CERTAIN DEFINITIONS Set forth below are certain defined terms used in the April 2002 Indenture. Reference is made to the April 2002 Indenture for a full disclosure of all such terms, as well as any other capitalized terms used herein for which no definition is provided. "Acquired Debt" means, with respect to any specified Person: (1) Indebtedness of any other Person existing at the time such other Person is merged with or into or became a Subsidiary of such specified Person, whether or not such Indebtedness is incurred in connection with, or in contemplation of, such other Person merging with or into, or becoming a Subsidiary of, such specified Person; and (2) Indebtedness secured by a Lien encumbering any asset acquired by such specified Person. "Acquisition" means Jarden's acquisition of the business of Tilia which closed on April 24, 2002. "Affiliate" of any specified Person means any other Person directly or indirectly controlling or controlled by or under direct or indirect common control with such specified Person. For purposes of this definition, "control," as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, whether through the ownership of voting securities, by agreement or otherwise; provided that beneficial ownership of 10% or more of the Voting Stock of a Person will be deemed to be control. For purposes of this definition, the terms "controlling," "controlled by" and "under common control with" have correlative meanings. "Asset Sale" means: (1) the sale, lease, conveyance or other disposition of any assets or rights, other than sales of inventory and accounts receivable in the ordinary course of business consistent with past practices; provided that the sale, conveyance or other disposition of all or substantially all of the assets of Jarden and its Subsidiaries taken as a whole will be governed by the provisions of the April 2002 Indenture described above under the caption "--Repurchase at the Option of Holders--Change of Control" and/or the provisions described above under the caption "--Certain Covenants--Merger, Consolidation or Sale of Assets" and not by the provisions of the Asset Sale covenant; and 76 (2) the issuance of Equity Interests by any of Jarden's Restricted Subsidiaries or the sale of Equity Interests in any of its Restricted Subsidiaries. Notwithstanding the preceding, none of the following items will be deemed to be an Asset Sale: (1) any single transaction or series of related transactions that involves assets having a fair market value of less than $1.0 million; (2) a transfer of assets between or among Jarden and its Subsidiaries, (3) an issuance of Equity Interests by a Subsidiary to Jarden or to another Subsidiary; (4) the sale or lease of equipment, inventory, accounts receivable or other assets in the ordinary course of business; (5) the sale or other disposition of cash or Cash Equivalents or Government Securities; (6) transfers of accounts receivable and related assets by Jarden or any of its Restricted Subsidiaries to a Receivables Subsidiary in connection with a Qualified Receivables Transaction; and (7) a Restricted Payment or Permitted Investment that is permitted by the covenant described above under the caption "--Certain Covenants--Restricted Payments." "Beneficial Owner" has the meaning assigned to such term in Rule 13d-3 and Rule 13d-5 under the Exchange Act, except that in calculating the beneficial ownership of any particular "person" (as that term is used in Section 13(d)(3) of the Exchange Act), such "person" will be deemed to have beneficial ownership of all securities that such "person" has the right to acquire by conversion or exercise of other securities, whether such right is currently exercisable or is exercisable only upon the occurrence of a subsequent condition. The terms "Beneficially Owns" and "Beneficially Owned" have a corresponding meaning. "Board of Directors" means: (1) with respect to a corporation, the board of directors of the corporation; (2) with respect to a partnership or limited liability company, the Board of Directors of the general partner or managing member of the partnership; and (3) with respect to any other Person, the board or committee of such Person serving a similar function. 77 "Capital Lease Obligation" means, at the time any determination is to be made, the amount of the liability in respect of a capital lease that would at that time be required to be capitalized on a balance sheet in accordance with GAAP. "Capital Stock" means: (1) in the case of a corporation, corporate stock; (2) in the case of an association or business entity, any and all shares, interests, participations, rights or other equivalents (however designated) of corporate stock; (3) in the case of a partnership or limited liability company, partnership or membership interests (whether general or limited); and (4) any other interest or participation that confers on a Person the right to receive a share of the profits and losses of, or distributions of assets of, the issuing Person. "Cash Equivalents" means: (1) United States dollars; (2) securities issued or directly and fully guaranteed or insured by the United States government or any agency or instrumentality of the United States government (provided that the full faith and credit of the United States is pledged in support of those securities) having maturities of not more than six months from the date of acquisition; (3) certificates of deposit and eurodollar time deposits with maturities of six months or less from the date of acquisition, bankers' acceptances with maturities not exceeding six months and overnight bank deposits, in each case, with any domestic commercial bank having capital and surplus in excess of $500.0 million and a Thomson Bank Watch Rating of "B" or better; (4) repurchase obligations with a term of not more than 30 days for underlying securities of the types described in clauses (2) and (3) above entered into with any financial institution meeting the qualifications specified in clause (3) above; (5) commercial paper having the highest rating obtainable from Moody's Investors Service, Inc. or Standard & Poor's Rating Services and in each case maturing within six months after the date of acquisition; and (6) money market funds at least 95% of the assets of which constitute Cash Equivalents of the kinds described in clauses (1) through (5) of this definition. "Change of Control" means the occurrence of any of the following: 78 (1) the direct or indirect sale, transfer, conveyance or other disposition (other than by way of merger or consolidation), in one or a series of related transactions, of all or substantially all of the properties or assets of Jarden and its Restricted Subsidiaries taken as a whole to any "person" (as that term is used in Section 13(d)(3) of the Exchange Act) other than a Permitted Holder; (2) the adoption of a plan relating to the liquidation or dissolution of Jarden; (3) the consummation of any transaction (including, without limitation, any merger or consolidation) the result of which is that any "person" (as defined above), other than a Permitted Holder, becomes the Beneficial Owner, directly or indirectly, of more than 50% of the Voting Stock of Jarden, measured by voting power rather than number of shares; or (4) the first day on which a majority of the members of the Board of Directors of Jarden are not Continuing Directors. "Consolidated Cash Flow" means, with respect to any specified Person for any period, the Consolidated Net Income of such Person for such period, plus (without duplication): (1) an amount equal to any extraordinary loss plus any net loss realized by such Person or any of its Restricted Subsidiaries in connection with an Asset Sale, to the extent such losses were deducted in computing such Consolidated Net Income; (2) provision for taxes based on income or profits of such Person and its Restricted Subsidiaries for such period, to the extent that such provision for taxes was deducted in computing such Consolidated Net Income; (3) consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued and whether or not capitalized (including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations), to the extent that any such expense was deducted in computing such Consolidated Net Income; (4) depreciation, amortization (including amortization of goodwill and other intangibles but excluding amortization of prepaid cash expenses that were paid in a prior period) and other non-cash expenses (excluding any such non-cash expense to the extent that it represents an accrual of or reserve for cash expenses in any future period or amortization of a prepaid cash expense that was paid in a prior period) of such Person and its Restricted Subsidiaries for such period to the extent that such depreciation, amortization and other non-cash expenses were deducted in computing such Consolidated Net Income; and 79 (5) the net adjustment to EBITDA to calculate adjusted EBITDA on a pro forma basis for the year ended December 31, 2001, as shown in the offering memorandum relating to the initial offering of the 2002 notes in note (b) under the caption "Offering Memorandum Summary - Alltrista Summary Consolidated Historical and Pro Forma Financial Data," to the extent that such net adjustment was deducted in computing such Consolidated Net Income. minus non-cash items increasing such Consolidated Net Income for such period, other than any items that represent the reversal of any accrual of, or cash reserve for, anticipated cash charges in any prior period, in each case, on a consolidated basis and determined in accordance with GAAP. Notwithstanding the preceding, the provision for taxes based on the income or profits, depreciation and amortization and other non-cash expenses, and net adjustment to EBITDA of a Subsidiary of Jarden will be added to Consolidated Net Income to compute Consolidated Cash Flow of Jarden only to the extent that a corresponding amount would be permitted at the date of determination to be dividended to Jarden by such Subsidiary without prior governmental approval (that has not been obtained), and without direct or indirect restriction pursuant to the terms of its charter and all agreements, instruments, judgments, decrees, orders, statutes, rules and governmental regulations applicable to that Subsidiary or its stockholders. "Consolidated Net Income" means, with respect to any specified Person for any period, the aggregate of the Net Income of such Person and its Restricted Subsidiaries for such period, on a consolidated basis, determined in accordance with GAAP; provided that: (1) the Net Income (but not loss) of any Person that is not a Restricted Subsidiary or that is accounted for by the equity method of accounting will be included only to the extent of the amount of dividends or distributions paid in cash to the specified Person or a Restricted Subsidiary of the Person; (2) the Net Income of any Restricted Subsidiary will be excluded to the extent that the declaration or payment of dividends or similar distributions by that Restricted Subsidiary of that Net Income is not at the date of determination permitted without any prior governmental approval (that has not been obtained) or, directly or indirectly, by operation of the terms of its charter or any agreement, instrument, judgment, decree, order, statute, rule or governmental regulation applicable to that Restricted Subsidiary or its stockholders; (3) the Net Income of any Person acquired in a pooling of interests transaction for any period prior to the date of such acquisition will be excluded; and (4) the cumulative effect of a change in accounting principles will be excluded. "Continuing Directors" means, as of any date of determination, any member of the Board of Directors of Jarden who: (1) was a member of such Board of Directors on April 24, 2002; or 80 (2) was nominated for election or elected to such Board of Directors with the approval of a majority of the Continuing Directors who were members of such Board at the time of such nomination or election. "Default" means any event that is, or with the passage of time or the giving of notice or both would be, an Event of Default. "Designated Senior Debt" means: (1) any Indebtedness outstanding under the Senior Credit Facility; and (2) after payment in full of all Obligations under the Senior Credit Facility, any other Senior Debt permitted under the April 2002 Indenture the outstanding principal amount of which is $25.0 million or more and that has been designated by Jarden as "Designated Senior Debt." "Disqualified Stock" means any Capital Stock that, by its terms (or by the terms of any security into which it is convertible, or for which it is exchangeable, in each case at the option of the holder of the Capital Stock), or upon the happening of any event, matures or is mandatorily redeemable, pursuant to a sinking fund obligation or otherwise, or redeemable at the option of the holder of the Capital Stock, in whole or in part, on or prior to the date that is 91 days after the date on which the new notes mature. Notwithstanding the preceding sentence, any Capital Stock that would constitute Disqualified Stock solely because the holders of the Capital Stock have the right to require Jarden to repurchase such Capital Stock upon the occurrence of a change of control or an asset sale will not constitute Disqualified Stock if the terms of such Capital Stock provide that Jarden may not repurchase or redeem any such Capital Stock pursuant to such provisions unless such repurchase or redemption complies with the covenant described above under the caption "--Certain Covenants--Restricted Payments." "Domestic Subsidiary" means any Restricted Subsidiary of Jarden that was formed under the laws of the United States or any state of the United States or the District of Columbia or that guarantees or otherwise provides direct credit support for any Indebtedness of Jarden. "Equity Interests" means Capital Stock and all warrants, options or other rights to acquire Capital Stock (but excluding any debt security that is convertible into, or exchangeable for, Capital Stock). "Existing Indebtedness" means Indebtedness of Jarden and its Subsidiaries in existence on April 24, 2002, until such amounts are repaid. "Family" shall mean, with respect to any Person, (i) the current and former spouses of such Person and (ii) the ancestors, siblings and descendants, whether by blood or adoption, of such Person. "Fixed Charge Coverage Ratio" means with respect to any specified Person for any period, the ratio of the Consolidated Cash Flow of such Person and its Restricted Subsidiaries for 81 such period to the Fixed Charges of such Person and its Restricted Subsidiaries for such period. In the event that the specified Person or any of its Restricted Subsidiaries incurs, assumes, Guarantees, repays, repurchases or redeems any Indebtedness (other than ordinary working capital borrowings) or issues, repurchases or redeems preferred stock subsequent to the commencement of the period for which the Fixed Charge Coverage Ratio is being calculated and on or prior to the date on which the event for which the calculation of the Fixed Charge Coverage Ratio is made (the "Calculation Date"), then the Fixed Charge Coverage Ratio will be calculated giving pro forma effect to such incurrence, assumption, Guarantee, repayment, repurchase or redemption of Indebtedness, or such issuance, repurchase or redemption of preferred stock, and the use of the proceeds therefrom as if the same had occurred at the beginning of the applicable four-quarter reference period. In addition, for purposes of calculating the Fixed Charge Coverage Ratio: (1) acquisitions that have been made by the specified Person or any of its Restricted Subsidiaries, including through mergers or consolidations and including any related financing transactions, during the four-quarter reference period or subsequent to such reference period and on or prior to the Calculation Date will be given pro forma effect as if they had occurred on the first day of the four-quarter reference period and Consolidated Cash Flow for such reference period will be calculated on a pro forma basis in accordance with Regulation S-X under the Securities Act, but without giving effect to clause (3) of the proviso set forth in the definition of Consolidated Net Income; (2) the Consolidated Cash Flow attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded; and (3) the Fixed Charges attributable to discontinued operations, as determined in accordance with GAAP, and operations or businesses disposed of prior to the Calculation Date, will be excluded, but only to the extent that the obligations giving rise to such Fixed Charges will not be obligations of the specified Person or any of its Restricted Subsidiaries following the Calculation Date. "Fixed Charges" means, with respect to any specified Person for any period, the sum, without duplication, of: (1) the consolidated interest expense of such Person and its Restricted Subsidiaries for such period, whether paid or accrued, including, without limitation, amortization of debt issuance costs and original issue discount, non-cash interest payments, the interest component of any deferred payment obligations, the interest component of all payments associated with Capital Lease Obligations, commissions, discounts and other fees and charges incurred in respect of letter of credit or bankers' acceptance financings, and net of the effect of all payments made or received pursuant to Hedging Obligations; plus 82 (2) the consolidated interest of such Person and its Restricted Subsidiaries that was capitalized during such period; plus (3) any interest expense on Indebtedness of another Person that is Guaranteed by such Person or one of its Restricted Subsidiaries or secured by a Lien on assets of such Person or one of its Restricted Subsidiaries, whether or not such Guarantee or Lien is called upon; plus (4) the product of (a) all dividends, whether paid or accrued and whether or not in cash, on any Disqualified Stock of such Person or any preferred stock of its Restricted Subsidiaries, other than dividends payable solely in Equity Interests (other than Disqualified Stock) of Jarden or to Jarden or a Restricted Subsidiary of Jarden, times (b) a fraction, the numerator of which is one and the denominator of which is one minus the then current combined marginal Federal, state and local income tax rate of such Person (taking into account the deductibility of state and local taxes for Federal income tax purposes), expressed as a decimal, in each case, on a consolidated basis and in accordance with GAAP. "GAAP" means generally accepted accounting principles set forth in the opinions and pronouncements of the Accounting Principles Board of the American Institute of Certified Public Accountants and statements and pronouncements of the Financial Accounting Standards Board or in such other statements by such other entity as have been approved by a significant segment of the accounting profession, which are in effect from time to time. "Guarantee" means a guarantee other than by endorsement of negotiable instruments for collection in the ordinary course of business, direct or indirect, in any manner including, without limitation, by way of a pledge of assets or through letters of credit or reimbursement agreements in respect thereof, of all or any part of any Indebtedness. "Guarantors" means each of: (1) each of Jarden's direct and indirect Domestic Subsidiaries existing on the date of the April 2002 Indenture, excluding the Inactive Subsidiaries and the New Subsidiaries; and (2) any other Subsidiary that executes a subsidiary guarantee in accordance with the provisions of the April 2002 Indenture; and their respective successors and assigns. "Hedging Obligations" means, with respect to any specified Person, the obligations of such Person under: (1) interest rate swap agreements, interest rate cap agreements and interest rate collar agreements; and 83 (2) other agreements or arrangements designed to protect such Person against fluctuations in interest rates. "Indebtedness" means, with respect to any specified Person, any indebtedness of such Person, whether or not contingent: (1) in respect of borrowed money; (2) evidenced by bonds, notes, debentures or similar instruments or letters of credit (or reimbursement agreements in respect thereof); (3) in respect of banker's acceptances; (4) representing Capital Lease Obligations; (5) representing the balance deferred and unpaid of the purchase price of any property, except any such balance that constitutes an accrued expense or trade payable; or (6) representing any Hedging Obligations, if and to the extent any of the preceding items (other than letters of credit and Hedging Obligations) would appear as a liability upon a balance sheet of the specified Person prepared in accordance with GAAP. In addition, the term "Indebtedness" includes all Indebtedness of others secured by a Lien on any asset of the specified Person (whether or not such Indebtedness is assumed by the specified Person) and, to the extent not otherwise included, the Guarantee by the specified Person of any Indebtedness of any other Person. The amount of any Indebtedness outstanding as of any date will be: (1) the accreted value of the Indebtedness, in the case of any Indebtedness issued with original issue discount; (2) the principal amount of the Indebtedness, together with any interest on the Indebtedness that is more than 30 days past due, in the case of any other Indebtedness; (3) the lesser of the Indebtedness and the fair market value of the collateral asset, in the case of any Indebtedness of others secured by a Lien on any asset of the specified Person; and (4) the lesser of the primary Indebtedness and any stated limit on recourse under the Guarantee, in the case of Indebtedness of others secured by a Guarantee of the specified Person. "Investments" means, with respect to any Person, all direct or indirect investments by such Person in other Persons (including Affiliates) in the forms of loans (including Guarantees or 84 other obligations), advances or capital contributions (excluding commission, travel and similar advances to directors, officers, employees and consultants made in the ordinary course of business), purchases or other acquisitions for consideration of Indebtedness, Equity Interests or other securities, together with all items that are or would be classified as investments on a balance sheet prepared in accordance with GAAP. If Jarden or any Subsidiary of Jarden sells or otherwise disposes of any Equity Interests of any direct or indirect Subsidiary of Jarden such that, after giving effect to any such sale or disposition, such Person is no longer a Subsidiary of Jarden, Jarden will be deemed to have made an Investment on the date of any such sale or disposition equal to the fair market value of Jarden's Investments in such Subsidiary that were not sold or disposed of in an amount determined as provided in the final paragraph of the covenant described above under the caption "--Certain Covenants--Restricted Payments." The acquisition by Jarden or any of its Restricted Subsidiaries of a Person that holds an Investment in a third Person will be deemed to be an Investment by Jarden or such Restricted Subsidiary in such third Person in an amount equal to the fair market value of the Investments held by the acquired Person in such third Person in an amount determined as provided in the final paragraph of the covenant described above under the caption "--Certain Covenants--Restricted Payments," if the acquired Person becomes a Restricted Subsidiary as a result of such acquisition and such third Person does not become a Restricted Subsidiary as a result of such acquisition. "Lien" means, with respect to any asset, any mortgage, lien, pledge, charge, security interest or encumbrance of any kind in respect of such asset, whether or not filed, recorded or otherwise perfected under applicable law, including any conditional sale or other title retention agreement, any lease in the nature thereof, any option or other agreement to sell or give a security interest in any asset. "Net Income" means, with respect to any specified Person, the net income (loss) of such Person, determined in accordance with GAAP and before any reduction in respect of preferred stock dividends, excluding, however: (1) any gain (but not loss), together with any related provision for taxes on such gain (but not loss), realized in connection with: (a) any Asset Sale; or (b) the disposition of any securities by such Person or any of its Restricted Subsidiaries or the extinguishment of any Indebtedness of such Person or any of its Restricted Subsidiaries; and (2) any extraordinary gain (but not loss), together with any related provision for taxes on such extraordinary gain (but not loss). "Net Proceeds" means the aggregate cash proceeds received by Jarden or any of its Restricted Subsidiaries in respect of any Asset Sale (including, without limitation, any cash received upon the sale or other disposition of any non-cash consideration received in any Asset Sale), net of (a) the direct costs relating to such Asset Sale, including, without limitation, legal, accounting and investment banking fees, and sales commissions, and any relocation expenses incurred as a result of the Asset Sale, (b) taxes paid or payable as a result of the Asset Sale, in each case, after taking into account any available tax credits or deductions and any tax sharing arrangements, (c) amounts required to be applied to the repayment of Indebtedness, other than Senior Debt secured by a Lien on the asset or assets that were the subject of such Asset Sale, and 85 any reserve for adjustment in respect of the sale price of such asset or assets established in accordance with GAAP, including pension and other post-employment benefit liabilities, liabilities related to environmental matters and liabilities under any indemnification obligations associated with such Asset Sale, and (d) amounts required to be paid to any Person (other than Jarden or any Restricted Subsidiary) owning a beneficial interest in the assets that are subject to the Asset Sale. "Non-Recourse Debt" means Indebtedness: (1) as to which neither Jarden nor any of its Restricted Subsidiaries (a) provides credit support of any kind (including any undertaking, agreement or instrument that would constitute Indebtedness) or (b) is directly or indirectly liable as a guarantor or otherwise; (2) no default with respect to which (including any rights that the holders of the Indebtedness may have to take enforcement action against an Unrestricted Subsidiary) would permit upon notice, lapse of time or both any holder of any other Indebtedness of Jarden or any of its Restricted Subsidiaries to declare a default on such other Indebtedness or cause the payment of the Indebtedness to be accelerated or payable prior to its stated maturity; and (3) as to which the lenders have been notified in writing that they will not have any recourse to the stock or assets of Jarden or any of its Restricted Subsidiaries (other than Equity Interests in an Unrestricted Subsidiary). "Obligations" means any principal, interest, penalties, fees, indemnifications, reimbursements, damages and other liabilities payable under the documentation governing any Indebtedness. "Permitted Business" means any business in which Jarden and its Restricted Subsidiaries were engaged on April 24, 2002, any other business in the consumer products industry, including without limitation food products, and any business reasonably related or complementary thereto. "Permitted Holder" means (i) Martin E. Franklin or Ian Ashken; (ii) any member of the Family of Martin E. Franklin or Ian Ashken; (iii) any conservatorship, custodianship or decedent's estate of any Person specified in the foregoing clause (i) or (ii); (iv) any trust established for the benefit of any Person specified in the foregoing clause (i) or (ii); or (v) any corporation, limited liability company, partnership or other entity, the controlling equity interests in which are held by or for the benefit of any one or more Person specified in the foregoing clause (i) or (ii). "Permitted Investments" means: (1) any Investment in Jarden or in a Restricted Subsidiary of Jarden; (2) any Investment in Cash Equivalents; 86 (3) any Investment by Jarden or any Subsidiary of Jarden in a Person, if as a result of such Investment: (a) such Person becomes a Restricted Subsidiary of Jarden; or (b) such Person is merged, consolidated or amalgamated with or into, or transfers or conveys substantially all of its assets to, or is liquidated into, Jarden or a Restricted Subsidiary of Jarden; (4) any Investment made as a result of the receipt of non-cash consideration from an Asset Sale that was made pursuant to and in compliance with the covenant described above under the caption "--Repurchase at the Option of Holders--Asset Sales"; (5) any acquisition of assets solely in exchange for the issuance of Equity Interests (other than Disqualified Stock) of Jarden; (6) accounts receivable and any Investments received in compromise of obligations incurred in the ordinary course of trade creditors or customers that were incurred in the ordinary course of business, including pursuant to any plan of reorganization or similar arrangement upon the bankruptcy or insolvency of any trade creditor or customer or upon foreclosure on any secured Investment; (7) Hedging Obligations; (8) other Investments in any Person having an aggregate fair market value (measured on the date each such Investment was made and without giving effect to subsequent changes in value), when taken together with all other Investments made pursuant to this clause (8) since the date of the April 2002 Indenture not to exceed $10.0 million in original amount at any time outstanding; and (9) Investments by Jarden or a Restricted Subsidiary of Jarden in a Receivables Subsidiary in connection with a Qualified Receivables Transaction. "Permitted Junior Securities" means: (1) Equity Interests in Jarden or any Guarantor or any successor to either of the foregoing; or (2) debt securities that are subordinated to all Senior Debt and any debt securities issued in exchange for Senior Debt to substantially the same extent as, or to a greater extent than, the old notes and the subsidiary guarantees are subordinated to Senior Debt under the April 2002 Indenture. "Permitted Liens" means: (1) Liens on assets of Jarden and its Restricted Subsidiaries securing Senior Debt; 87 (2) Liens in favor of Jarden and its Restricted Subsidiaries; (3) Liens on property of a Person existing at the time such Person is merged with or into or consolidated with Jarden or any Restricted Subsidiary of Jarden; provided that such Liens were in existence prior to the contemplation of such merger or consolidation and do not extend to any assets other than those of the Person merged into or consolidated with Jarden or the Restricted Subsidiary; (4) Liens on property existing at the time of acquisition of the property by Jarden or any Restricted Subsidiary of Jarden; provided that such Liens were in existence prior to the contemplation of such acquisition; (5) Liens securing reimbursement obligations with respect to letters of credit and surety or performance bonds issued in the ordinary course of business; (6) Liens to secure Indebtedness (including Capital Lease Obligations) permitted by clause (6) of the second paragraph of the covenant entitled "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock" covering only the assets acquired with such Indebtedness; (7) Liens existing on April 24, 2002; (8) Liens on Equity Interests in Unrestricted Subsidiaries that secure Non-Recourse Debt; and (9) Liens upon specific items of inventory or other goods and proceeds of any Person securing such Person's obligations in respect of bankers' acceptances issued or created for the account of such Person to facilitate the purchase, shipment or storage of such inventory or other goods. "Permitted Refinancing Indebtedness" means any Indebtedness of Jarden or any of its Restricted Subsidiaries issued in exchange for, or the net proceeds of which are used to extend, refinance, renew, replace, defease or refund other Indebtedness of Jarden or any of its Restricted Subsidiaries (other than intercompany Indebtedness); provided that: (1) the principal amount (or accreted value, if applicable) of such Permitted Refinancing Indebtedness does not exceed the principal amount (or accreted value, if applicable) of the Indebtedness extended, refinanced, renewed, replaced, defeased or refunded (plus all accrued interest on the Indebtedness and the amount of all expenses and premiums incurred in connection therewith, including consent fees); (2) such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of, and has a Weighted Average Life to Maturity equal to or greater than the Weighted Average Life to Maturity of, the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; 88 (3) if the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded is subordinated in right of payment to the new notes or the subsidiary guarantees, such Permitted Refinancing Indebtedness has a final maturity date later than the final maturity date of the new notes, and is subordinated in right of payment to, the new notes or the subsidiary guarantees on terms at least as favorable to the Holders of new notes as those contained in the documentation governing the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded; and (4) such Indebtedness is incurred either by Jarden, by the Restricted Subsidiary that is the obligor on the Indebtedness being extended, refinanced, renewed, replaced, defeased or refunded or by any intermediate Restricted Subsidiary. "Person" means any individual, corporation, partnership, joint venture, association, joint-stock company, trust, unincorporated organization, limited liability company or government or other entity. "Public Equity Offering" means an offer and sale of Capital Stock (other than Disqualified Stock) of Jarden pursuant to a registration statement that has been declared effective by the Commission pursuant to the Securities Act (other than a registration statement on Form S-8 or otherwise relating to equity securities issuable under any employee benefit plan of Jarden). "Qualified Receivables Transaction" means any transaction or series of transactions that may be entered into by Jarden or any of its Restricted Subsidiaries pursuant to which Jarden or such Restricted Subsidiary may sell, convey or otherwise transfer to a Receivables Subsidiary accounts receivable (whether now existing or arising in the future) and any assets related thereto, including without limitation, all collateral securing such accounts receivable, all guarantees or other obligations in respect of such accounts receivable, proceeds of such accounts receivable and all other assets that are customarily transferred, or in respect of which security interests are customarily granted, in connection with an asset securitization transaction involving accounts receivable. "Receivables Subsidiary" means an Unrestricted Subsidiary of Jarden that engages in no activities other than in connection with financing of accounts receivable and that is designated by the Board of Directors of Jarden as a Receivables Subsidiary. For purposes of the foregoing and the definition of "Unrestricted Subsidiary," the making of Standard Securitization Undertakings by Jarden or any of its Restricted Subsidiaries shall not be deemed inconsistent with qualifying as an Unrestricted Subsidiary. Any such designation by the Board of Directors of Jarden shall be evidenced to the trustee by filing with the trustee a certified copy of the resolution of the Board of Directors of the issuer giving effect to such designation and an officers' certificate certifying, to the best of such officer's knowledge and belief after consulting with counsel, that such designation complied with the foregoing conditions. "Restricted Investment" means an Investment other than a Permitted Investment. 89 "Restricted Subsidiary" of a Person means any Subsidiary of the referent Person that is not an Unrestricted Subsidiary. "Senior Credit Facility" means Jarden's existing credit facility as in effect on the date of the April 2002 Indenture; as amended, amended and restated, supplemented, modified, renewed, refunded, replaced or refinanced from time to time. "Senior Debt" means: (1) all Indebtedness of Jarden or any Guarantor outstanding under the Senior Credit Facility and all Hedging Obligations with respect thereto; (2) any other Indebtedness of Jarden or any Guarantor permitted to be incurred under the terms of the April 2002 Indenture, unless the instrument under which such Indebtedness is incurred expressly provides that it is subordinated to any Senior Debt or on a parity with or subordinated in right of payment to the new notes or any subsidiary guarantee; and (3) all Obligations with respect to the items listed in the preceding clauses (1) and (2). Notwithstanding anything to the contrary in the preceding, Senior Debt will not include: (1) any liability for Federal, state, local or other taxes owed or owing; (2) any intercompany Indebtedness of Jarden or any of its Subsidiaries to Jarden or any of its Affiliates; (3) any trade payables; (4) the portion of any Indebtedness that is incurred in violation of the April 2002 Indenture; or (5) Indebtedness which, when incurred and without respect to any election under Section 1111(b) of Title 11, United States Code, is without recourse to Jarden or any Guarantor. "Significant Subsidiary" means any Restricted Subsidiary that would be a "significant subsidiary" as defined in Article 1, Rule 1-02 of Regulation S-X, promulgated pursuant to the Securities Act, as such Regulation is in effect on the date hereof. "Standard Securitization Undertaking" means representations, warranties, covenants and indemnities entered into by Jarden or any Restricted Subsidiary of Jarden that are reasonably customary in accounts receivable transactions. "Stated Maturity" means, with respect to any installment of interest or principal on any series of Indebtedness, the date on which the payment of interest or principal was scheduled to be paid in the original documentation governing such Indebtedness, and will not include any 90 contingent obligations to repay, redeem or repurchase any such interest or principal prior to the date originally scheduled for the payment thereof. "Subsidiary" means, with respect to any specified Person: (1) any corporation, association or other business entity of which more than 50% of the total voting power of shares of Capital Stock entitled (without regard to the occurrence of any contingency) to vote in the election of directors, managers or trustees of the corporation, association or other business entity is at the time owned or controlled, directly or indirectly, by that Person or one or more of the other Subsidiaries of that Person (or a combination thereof); and (2) any partnership (a) the sole general partner or the managing general partner of which is such Person or a Subsidiary of such Person or (b) the only general partners of which are that Person or one or more Subsidiaries of that Person (or any combination thereof). "Tilia" means Tilia International, Inc. and its subsidiaries, Tilia, Inc. and Tilia Canada, Inc. "Unrestricted Subsidiary" means any Subsidiary of Jarden that is designated by the Board of Directors as an Unrestricted Subsidiary pursuant to a Board Resolution, but only to the extent that such Subsidiary: (1) has no Indebtedness other than Non-Recourse Debt; (2) is not party to any agreement, contract, arrangement or understanding with Jarden or any Restricted Subsidiary of Jarden unless the terms of any such agreement, contract, arrangement or understanding are no less favorable to Jarden or such Restricted Subsidiary than those that might be obtained at the time from Persons who are not Affiliates of Jarden; (3) is a Person with respect to which neither Jarden nor any of its Restricted Subsidiaries has any direct or indirect obligation (a) to subscribe for additional Equity Interests or (b) to maintain or preserve such Person's financial condition or to cause such Person to achieve any specified levels of operating results; (4) has not guaranteed or otherwise directly or indirectly provided credit support for any Indebtedness of Jarden or any of its Restricted Subsidiaries; and (5) has at least one director on its Board of Directors that is not a director or executive officer of Jarden or any of its Restricted Subsidiaries and has at least one executive officer that is not a director or executive officer of Jarden or any of its Restricted Subsidiaries. Any designation of a Subsidiary of Jarden as an Unrestricted Subsidiary will be evidenced to the trustee by filing with the trustee a certified copy of the Board Resolution giving 91 effect to such designation and an officers' certificate certifying that such designation complied with the preceding conditions and was permitted by the covenant described above under the "--Certain Covenants--Restricted Payments." If, at any time, any Unrestricted Subsidiary would fail to meet the preceding requirements as an Unrestricted Subsidiary, it will thereafter cease to be an Unrestricted Subsidiary for purposes of the April 2002 Indenture and (i) will be deemed to be redesignated as a Restricted Subsidiary and (ii) any Indebtedness of such Subsidiary will be deemed to be incurred by a Restricted Subsidiary of Jarden as of such date and, if such Indebtedness is not permitted to be incurred as of such date under the covenant described under the caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock," Jarden will be in default of such covenant. The Board of Directors of Jarden may at any time designate any Unrestricted Subsidiary to be a Restricted Subsidiary; provided that such designation will be deemed to be an incurrence of Indebtedness by a Restricted Subsidiary of Jarden of any outstanding Indebtedness of such Unrestricted Subsidiary and such designation will only be permitted if (1) such Indebtedness is permitted under the covenant described under the caption "--Certain Covenants--Incurrence of Indebtedness and Issuance of Preferred Stock," calculated on a pro forma basis as if such designation had occurred at the beginning of the four-quarter reference period; and (2) no Default or Event of Default would be in existence following such designation. Upon any such designation as a Restricted Subsidiary, such Subsidiary, if it is a Domestic Subsidiary, will become a Guarantor and execute a supplemental indenture. "Voting Stock" of any Person as of any date means the Capital Stock of such Person that is at the time entitled to vote in the election of the Board of Directors of such Person. "Weighted Average Life to Maturity" means, when applied to any Indebtedness at any date, the number of years obtained by dividing: (1) the sum of the products obtained by multiplying (a) the amount of each then remaining installment, sinking fund, serial maturity or other required payments of principal, including payment at final maturity, in respect of the Indebtedness, by (b) the number of years (calculated to the nearest one-twelfth) that will elapse between such date and the making of such payment; by (2) the then outstanding principal amount of such Indebtedness. DESCRIPTION OF SENIOR INDEBTEDNESS On September 2, 2003, we refinanced our existing senior indebtedness by closing on an amendment and restatement to our existing credit facility (the "Existing Agreement") pursuant to the Amended and Restated Credit Agreement, dated as of September 2, 2003, among Jarden Corporation, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, Canadian Imperial Bank of Commerce, as Syndication Agent, National City Bank of Indiana and Fleet National Bank, as Co-Documentation Agents, and the other Lenders party thereto (the "Amended and Restated Credit Agreement"). 92 Our Amended and Restated Credit Agreement, among other things, provides for a senior credit facility for up to $280 million of senior secured loans, consisting of a $70 million five-year revolving credit facility (the "Revolving Credit Facility"), a $60 million five-year term loan facility (the "Term Loan A Facility"), and a new $150 million five-year term loan facility (the "Term Loan B Facility"). The Revolving Credit Facility includes up to an aggregate of $15 million in standby and commercial letters of credit and up to an aggregate of $10 million in swing line loans. As of September 2, 2003, we have not drawn any amounts under the Revolving Credit Facility. We have used an amount of approximately $7.1 million of availability under the Revolving Credit Facility for the issuance of letters of credit. As of September 2, 2003, $54.5 million was outstanding under the Term Loan A Facility. Payments of principal under the Term Loan A Facility are payable quarterly in accordance with a specified amortization schedule. The final payment of all amounts outstanding under the Term Loan A Facility is due on April 24, 2007. As of September 2, 2003, we drew down the full amount of the $150 million Term Loan B Facility. These funds were used principally to pay the cash consideration for the Lehigh acquisition. Payments of principal under the Term Loan B Facility are payable quarterly in accordance with a specified amortization schedule. The final payment of all amounts outstanding under the Term Loan B Facility is due on April 24, 2008. The Revolving Credit Facility, the Term Loan A Facility and the Term Loan B Facility bear interest at a rate equal to (i) the Eurodollar Rate (as determined by the Administrative Agent) pursuant to an agreed formula or (ii) a Base Rate equal to the higher of (a) the Bank of America prime rate and (b) the federal funds rate plus 0.50%, plus, (x) for loans under each of the Revolving Credit Facility and the Term Loan A Facility, an applicable margin ranging from 0.75% to 1.75% for Base Rate loans and from 2.00% to 2.75% for Eurodollar Rate loans, and (y) for loans made under the Term Loan B Facility, 2.75% per annum with respect to Eurodollar Rate loans and 1.75% per annum with respect to Base Rate loans. Interest under the Revolving Credit Facility, the Term Loan A Facility and the Term Loan B Facility are payable quarterly if a loan is a Base Rate loan or on a date which is one, two or three months from the date of disbursement, as selected by us, if the loan is a Eurodollar Rate loan; provided, that for six-month Eurodollar Rate loans, interest shall be paid quarterly. The Amended and Restated Credit Agreement contains certain restrictions on the conduct of our business, including, among other things, restrictions, generally, on: o incurring debt; o disposing of certain assets; o making investments; o exceeding certain agreed capital expenditures; o creating or suffering liens on our assets; 93 o completing certain mergers, consolidations, and with permitted exceptions, acquisitions (other than the Lehigh Acquisition); o declaring dividends; o redeeming or prepaying other debt; and o transactions with affiliates. The Amended and Restated Credit Agreement also requires us to maintain the following financial covenants: o our consolidated net worth may not be at any time less than the sum of: (i) $62,000,000; (ii) an amount equal to 50% of our consolidated net income earned in each fiscal quarter ending after June 30, 2003 (with no deduction for a net loss in any such fiscal quarter); and (iii) an amount equal to 100% of the aggregate increases in the stockholders' equity of Jarden and our subsidiaries after September 2, 2003, by reason of the issuance and sale of our capital stock (including upon any conversion of our debt securities into our capital stock); o our total leverage ratio as of the end of any four-quarter period may not be greater than the ratio set forth below opposite such four-quarter period: --------------------------------------------------------------------------- Four-Quarter Period ending closest to: Maximum Total Leverage Ratio --------------------------------------------------------------------------- June 30, 2003; September 30, 2003; December 31, 2003; 3.50 to 1.00 March 31, 2004; June 30, 2004; and September 30, 2004 --------------------------------------------------------------------------- December 31, 2004; March 31, 2005; 3.25 to 1.00 June 30, 2005; and September 30, 2005 --------------------------------------------------------------------------- December 31, 2005 and thereafter 3.00 to 1.00 --------------------------------------------------------------------------- 94 o our senior leverage ratio as of the end of any four-quarter period may not be greater than the ratio set forth below opposite such four-quarter period: --------------------------------------------------------------------------- Four-Quarter Period ending closest to: Maximum Senior Leverage Ratio --------------------------------------------------------------------------- June 30, 2003; September 30, 2003; December 31, 2003; 2.25 to 1.00 March 31, 2004; June 30, 2004; and September 30, 2004 --------------------------------------------------------------------------- December 31, 2004; March 31, 2005; 2.00 to 1.00 June 30, 2005; and September 30, 2005 --------------------------------------------------------------------------- December 31, 2005 and thereafter 1.75 to 1.00 ------------------------------------------------- ------------------------- ; and o our fixed charge ratio as of the end of any applicable period, beginning with the period ending closest to June 30, 2003, may not be less than 1.25 to 1.00. However, the Amended and Restated Credit Agreement does not make any significant restrictions on our or our domestic subsidiaries' ability to obtain funds from their respective subsidiaries by dividend or loan. The occurrence of certain events or conditions described in the Amended and Restated Credit Agreement (subject to grace periods in certain cases) constitutes an event of default. If an event of default occurs, the Administrative Agent may, at the request or consent of the Lenders, among other things, declare the entire outstanding balance of principal and interest of all outstanding loans to be immediately due and payable. The events of default include, among other things: o our failure to pay any principal, interest, or other fees on the loans made under the Amended and Restated Credit Agreement when due; o our failure to make payment on other indebtedness or contingent liabilities when due; o any material judgment or order entered against us; 95 o any inaccuracy in the representations and warranties; o we incur any of certain specified liabilities under the Employee Retirement Income Security Act of 1974; o any of the loan documents under the Amended and Restated Credit Agreement cease to be in full force and effect; o failure to observe certain covenants under the Amended and Restated Credit Agreement (including, e.g., the financial covenants); o bankruptcy, insolvency or receivership proceedings with respect to Jarden; and o a change of control of Jarden. The Amended and Restated Credit Agreement provides that we shall make required prepayments of the Term Loan A, the Term Loan B and the Revolving Loan, including, among other things, upon the happening of the following events: o in the event that our total leverage ratio is greater than 3.00 to 1.00 as of the end of any fiscal year, beginning with the fiscal year ending December 31, 2004, we must make a prepayment in an amount equal to fifty percent (50%) of the amount of excess cash flow, each such prepayment to be made on the date our and our subsidiaries' financial statements for such fiscal year are required to be delivered (or if earlier, the date such financial statements are delivered) pursuant to the Amended and Restated Credit Agreement; o we must make, or must cause each applicable subsidiary to make, a prepayment with respect to each private or public offering of equity securities of Jarden or any of our subsidiaries (other than equity securities issued to Jarden or a guarantor) in an amount equal to fifty percent (50%) of the net proceeds of each issuance of equity securities of Jarden or any of our subsidiaries, each such prepayment to be made within ten (10) business days of receipt of such proceeds and upon not less than five (5) business days' prior written notice to the Administrative Agent; provided, however, subject to certain exceptions set forth in the Amended and Restated Credit Agreement, with respect to private or public offerings of equity securities made on or prior to February 29, 2004, such prepayment shall be equal to (i) 100 percent of the first $50 million dollars of net proceeds of such equity issuance after subtracting (a) the amount of such proceeds used for any permitted acquisitions (as defined in the Amended and Restated Credit Agreement) that we have completed within such period and (b) $50 million, and (ii) 50 percent of any remaining net proceeds of such equity issuance; o we must make, or must cause each applicable subsidiary to make, a prepayment in an amount equal to one hundred percent (100%) of the net proceeds from each Disposition (as defined below) other than certain Permitted Dispositions (as defined below), each such prepayment to be made within ten (10) business days of receipt of the net proceeds thereof and upon not less than five (5) business 96 days' prior written notice to the Administrative Agent. Disposition means the sale, transfer, license or other disposition (including any sale and leaseback transaction) of any property by any person, including any sale, assignment, transfer or other disposal, with or without recourse, of any notes or accounts receivable or any rights and claims associated therewith. A Disposition shall not include (a "Permitted Disposition"): o Dispositions of obsolete or worn out property, whether now owned or hereafter acquired, in the ordinary course of business; o Dispositions of inventory in the ordinary course of business; o Dispositions by Jarden or any of our subsidiaries of equipment or real property which is replaced by equipment or real property of substantially equivalent or greater utility and value within ninety (90) days of the date of disposition thereof, provided that if the fair market value of the property so disposed of is greater than $6,000,000, the Administrative Agent will have received notice of such disposition from us not less than twenty (20) days prior to the consummation of such disposition; o Dispositions of property (i) by any of our subsidiaries to a guarantor, (ii) by us or any guarantor to any guarantor, and (iii) by any of our subsidiaries that is not a guarantor to any other of our subsidiaries that is not a guarantor; o any of our subsidiaries may merge with or transfer substantially all its assets (upon voluntary liquidation or otherwise) to any guarantor, provided that, if a merger, the guarantor must be the continuing or surviving person, and provided further that if a transfer of assets in the form of a sale by a subsidiary that is not a guarantor, the sale shall be at fair market value and the aggregate amount of all such sales will not exceed $10,000,000; o any of our subsidiaries substantially all of whose assets consist of other subsidiaries' securities or other equity securities in any person may merge with or transfer substantially all its assets (upon voluntary liquidation or otherwise) to us, provided that, if a merger, we will be the continuing or surviving person, and provided further that if a transfer of assets in the form of a sale by a subsidiary that is not a guarantor, the sale will be at fair market value and the aggregate amount of all such sales will not exceed $10,000,000; o any of our subsidiaries that is not a guarantor may merge with or sell substantially all its assets (upon voluntary liquidation or otherwise) to any one or more subsidiaries that is not a guarantor; and 97 o Dispositions not otherwise permitted by above, so long as the aggregate fair market value of all such property so disposed in any fiscal year of Jarden does not exceed $50,000,000 and the net proceeds therefrom are applied in accordance with the Amended and Restated Credit Agreement; o in the event that the net proceeds received from insurance carried with respect to the collateral securing our obligations under the Amended and Restated Credit Agreement and the other loan documents is not completely and fully utilized for the repair or replacement of such collateral, we must make, or must cause each applicable subsidiary to make, a prepayment in an amount equal to one hundred percent (100%) of the net proceeds received with respect to such insurance that is not so utilized. In connection with entering into the Amended and Restated Credit Agreement, the following domestic subsidiaries have agreed to guarantee our obligations under the Amended and Restated Credit Agreement: Hearthmark, LLC (formerly known as Hearthmark, Inc.), Alltrista Plastics Corporation, Alltrista Newco Corporation, Alltrista Zinc Products, L.P., Tilia, Inc. (formerly known as Alltrista Acquisition I, Inc.), Tilia Direct, Inc. (formerly known as Alltrista Acquisition II, Inc.), Tilia International, Inc. (formerly known as Alltrista Acquisition III, Inc.) and Quoin, LLC (formerly known as Quoin Corporation) (the "Guarantors"). Pursuant to a securities pledge agreement entered into in connection with the Existing Agreement, as amended by the Consolidated Security Instrument Amendment, dated as of September 2, 2003, among Jarden, the Guarantors, and Bank of America, as Administrative Agent (the "Consolidated Security Instrument Amendment") entered into in connection with the Amended and Restated Credit Agreement, all obligations under the Amended and Restated Credit Agreement are secured by a security interest in all of the capital stock or other equity interests of each of our existing or future direct or indirect domestic subsidiaries (other than Immaterial Subsidiaries (as defined in the Amended and Restated Credit Agreement)), and 65% of the voting capital stock or other equity interests and 100% of the nonvoting stock or other equity interests of each of our (or any of our direct or indirect domestic subsidiaries') existing or future direct foreign subsidiaries. Pursuant to the terms of a security agreement and an intellectual property security agreement, each entered into in connection with the Existing Agreement, as each amended by the Consolidated Security Instrument, the obligations under the Amended and Restated Credit Agreement are also secured by a security interest in substantially all of the personal property of us and our domestic subsidiaries that are not Immaterial Subsidiaries. The foregoing is a summary of the material provisions of the Amended and Restated Credit Agreement and certain of the documents entered into by us and certain of our subsidiaries in connection therewith which are incorporated herein by reference. The summary does not restate the Amended and Restated Credit Agreement and the documents entered into in connection therewith in their entirety. We urge you to read the Amended and Restated Credit Agreement and the documents related thereto for a complete understanding of the terms of such agreements. 98 FEDERAL INCOME TAX CONSIDERATIONS The following general discussion summarizes the material U.S. Federal income tax consequences of the exchange, ownership and disposition of the notes. This discussion only deals with persons that hold notes as a capital asset within the meaning of Section 1221 of the Internal Revenue Code of 1986, as amended (the "Code"), and that purchase the notes for cash at original issue at the initial offering price. This discussion does not address the U.S. Federal income tax consequences that may be relevant to a particular holder subject to special treatment under certain U.S. Federal income tax laws (for example, persons subject to the alternative minimum tax provisions of the Code). Also, this discussion is not intended to be wholly applicable to all categories of investors, some of which, such as dealers in securities or foreign currency, banks, trusts, insurance companies, tax-exempt organizations (employment, charitable or other), persons that hold notes as part of a hedging or conversion transaction or a straddle, persons deemed to sell notes under the constructive sale provisions of the Code, persons that have a functional currency other than the U.S. dollar and investors in pass-through entities, may be subject to special rules. This discussion is based on the Code, the final, temporary and proposed Treasury regulations promulgated thereunder, administrative pronouncements and judicial decisions, all as in effect on the date hereof and all of which are subject to change, possibly with retroactive effect. We have not requested, and will not request, a ruling from the U.S. Internal Revenue Service (the "IRS"), with respect to any of the U.S. Federal income tax consequences described below. There can be no assurance that the IRS will not disagree with or challenge any of the conclusions set forth herein. Holders of the new notes should consult their own tax advisors concerning the application of U.S. Federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdiction, to their particular situations. U.S. HOLDERS The following discussion is limited to persons that are U.S. Holders. For these purposes, "U.S. Holder" means the beneficial owner of a note that for U.S. Federal income tax purposes is (i) an individual who is a citizen or resident of the United States, (ii) a corporation or other entity taxable as a corporation that is created or organized under the laws of the United States or any political subdivision thereof or therein, (iii) an estate the income of which is subject to U.S. Federal income tax regardless of its source, (iv) a trust subject to the primary supervision of a United States court and the control of one or more U.S. persons or (v) a person whose worldwide income or gain is otherwise subject to U.S. Federal income tax on a net income basis. If a partnership or other entity taxable as a partnership holds the notes, the tax treatment of a partner will generally depend on the status of the partner and the activities of the partnership. Such partner should consult its tax advisor as to the tax consequences. Exchange Offer 99 The exchange of old notes for the new notes pursuant to the exchange offer should not constitute a taxable event for U.S. Federal income tax purposes. As a result: o a U.S. Holder of notes should not recognize taxable gain or loss as a result of the exchange of old notes for the new notes pursuant to the exchange offer; o the holding period of the new notes should include the holding period of the old notes surrendered in exchange therefor; and o a U.S. Holder's adjusted tax basis in the new notes should be the same as such U.S. Holder's adjusted tax basis in the old notes surrendered in exchange therefor. Interest A U.S. Holder must generally include interest on a note in its ordinary income at the time such interest is received or accrued, in accordance with such U.S. Holder's method of accounting for U.S. Federal income tax purposes. Sale, Exchange or Redemption of Notes Upon the sale, exchange or redemption of a note, a U.S. Holder generally will recognize taxable gain or loss equal to the difference between (i) the amount realized on such disposition and (ii) such U.S. Holder's adjusted tax basis in the note. Notwithstanding the foregoing, any amounts realized in connection with any sale, exchange or redemption with respect to accrued interest not previously included in income will be treated as ordinary interest income. A U.S. Holder's adjusted tax basis in a note generally will equal the cost of such note less any principal payments received by such holder. Contingent Payments In certain circumstances, we may be obligated to pay you amounts in excess of the stated interest and principal payable on the notes. The obligation to make such payments, including liquidated damages and redemption premiums payable in certain circumstances, may implicate the provisions of Treasury regulations relating to "contingent payment debt instruments". If the notes were deemed to be contingent payment debt instruments, U.S. Holders might, among other things, be required to treat any gain recognized on the sale or other disposition of a note as ordinary income, subject to tax at a maximum Federal rate of 38.6%, rather than as capital gain which may be subject to tax at a maximum Federal rate of 20%. The regulations applicable to contingent payment debt instruments have not been the subject of authoritative interpretation and therefore the scope of the regulations is not certain. Jarden intends to take the position that the likelihood that such payments will be made is remote and therefore the notes are not subject to the rules governing contingent payment debt instruments. This determination will be binding on a holder unless such holder explicitly discloses on a statement attached to the holder's timely filed U.S. Federal income tax return for the taxable year that includes the acquisition date of the note that such holder's determination is different. Purchasers of notes are urged to consult their tax advisors regarding the possible application of the contingent payment debt instrument rules to the notes. 100 Information Reporting and Backup Withholding A U.S. Holder of notes may be subject to backup withholding, currently at a rate of 30%, but subject to gradual reduction to 28% by year 2006 (the "Applicable Backup Withholding Rate"), with respect to "reportable payments," which includes interest and principal paid on or the gross proceeds of a sale, exchange or redemption of the notes. The payor of any reportable payments will be required to deduct and withhold the Applicable Backup Withholding Rate from such payments if (i) the payee fails to establish that it is entitled to an exemption, (ii) the payee fails to furnish its correct Taxpayer Identification Number ("TIN") to the payor in the prescribed manner, (iii) the IRS notifies the payor that the TIN furnished by the payee is incorrect, (iv) the payee has failed properly to report the receipt of reportable payments and the IRS has notified the payor that backup withholding is required or (v) the payee fails to certify under penalties of perjury that such payee is not subject to backup withholding. If any one of these events occurs with respect to a U.S. Holder of notes, Jarden or its paying or other withholding agent will be required to withhold the Applicable Backup Withholding Rate from any payments of principal and interest on a note. Any amount withheld from a payment to a U.S. Holder under the backup withholding rules will be allowed as a refund or credit against such holder's U.S. Federal income tax liability, so long as the required information is provided timely to the IRS. Jarden, its paying agent or other withholding agent generally will report to a U.S. Holder of notes and to the IRS the amount of any reportable payments made in respect of the notes for each calendar year and the amount of tax withheld, if any, with respect to such payments. NON-U.S. HOLDERS If you are a "Non-U.S. Holder," as defined below, this section applies to you. A Non-U.S. Holder means any beneficial owner of a new note that is not a United States holder. The rules governing the United States Federal income and estate taxation of a Non-U.S. Holder are complex, and no attempt will be made herein to provide more than a summary of those rules. Special rules may apply to a Non-U.S. Holder if such holder is a controlled foreign corporation, passive foreign investment company or foreign personal holding company and therefore subject to special treatment under the Internal Revenue Code. IF YOU ARE A NON-U.S. HOLDER, YOU SHOULD CONSULT WITH YOUR OWN TAX ADVISORS TO DETERMINE THE EFFECT ON YOU OF FEDERAL, STATE, LOCAL AND FOREIGN TAX LAWS WITH REGARD TO AN INVESTMENT IN THE NEW NOTES, INCLUDING ANY REPORTING REQUIREMENTS. Interest Subject to the discussion of backup withholding below, payments of interest on a note to a Non-U.S. Holder generally will not be subject to U.S. Federal income or withholding tax, provided that (i) the holder does not actually or constructively own 10% or more of the total combined voting power of all classes of stock of Jarden that are entitled to vote, (ii) the holder is not (a) a controlled foreign corporation that is related to Jarden through stock ownership or (b) a bank receiving interest on a loan entered into in the ordinary course of business, (iii) such interest is not effectively connected with the conduct by the Non-U.S. Holder of a trade or 101 business within the United States and (iv) Jarden or its paying agent receives appropriate documentation establishing that the Non-U.S. Holder is not a U.S. person. A Non-U.S. Holder that does not qualify for exemption from withholding under the preceding paragraph generally will be subject to withholding of U.S. Federal income tax at a 30% rate (or lower applicable treaty rate) on payments of interest on the notes. If interest on the notes is effectively connected with the conduct by an Non-U.S. Holder of a trade or business within the United States, such interest will be subject to U.S. Federal income tax on a net income basis at the rate applicable to U.S. persons generally (and, with respect to corporate holders, may also be subject to a 30% branch profits tax). If interest is subject to U.S. Federal income tax on a net income basis in accordance with these rules, such payments will not be subject to U.S. withholding tax so long as the relevant Non-U.S. Holder provides Jarden or its paying agent with the appropriate documentation. Sale, Exchange or Redemption of Notes Subject to the discussion of backup withholding, any gain realized by a Non-U.S. Holder on the sale, exchange or redemption of a note generally will not be subject to U.S. Federal income tax, unless (i) such gain is effectively connected with the conduct by such Non-U.S. Holder of a trade or business within the United States, (ii) the Non-U.S. Holder is an individual who is present in the United States for 183 days or more in the taxable year of disposition and certain other conditions are satisfied or (iii) the Non-U.S. Holder is subject to tax pursuant to the provisions of U.S. Federal income tax law applicable to certain expatriates. Information Reporting and Backup Withholding Backup withholding and information reporting generally will not apply to interest payments made to a Non-U.S. Holder in respect of the notes if such Non-U.S. Holder furnishes Jarden or its paying agent with appropriate documentation of such holder's non-U.S. status. The payment of proceeds from a Non-U.S. Holder's disposition of notes to or through the U.S. office of any broker, domestic or foreign, will be subject to information reporting and possible backup withholding unless such holder certifies as to its non-U.S. status under penalties of perjury or otherwise establishes an exemption, provided that the broker does not have actual knowledge that such holder is a U.S. person or that the conditions of an exemption are not, in fact, satisfied. The payment of the proceeds from a Non-U.S. Holder's disposition of a note to or through a non-U.S. office of either a U.S. broker or a non-U.S. broker that is a U.S.-related person will be subject to information reporting, but not backup withholding, unless such broker has documentary evidence in its files that such Non-U.S. Holder is not a U.S. person and the broker has no knowledge to the contrary, or the Non-U.S. Holder establishes an exemption. For this purpose, a "U.S.-related person" is (i) a controlled foreign corporation for U.S. Federal income tax purposes, (ii) a foreign person 50% or more of whose gross income from all sources for the three-year period ending with the close of its taxable year preceding payment (or for such part of the period that the broker has been in existence) is derived from activities that are effectively connected with the conduct of a U.S. trade or business or (iii) a foreign partnership that is either engaged in the conduct of a trade or business in the U.S. or of which 50% or more 102 of its income or capital interests are held by U.S. persons. Neither information reporting nor backup withholding will apply to a payment of the proceeds of a Non-U.S. Holder's disposition of notes by or through a non-U.S. office of a non-U.S. broker that is not a U.S.-related person. Copies of any information returns filed with the IRS may be made available by the IRS, under the provisions of a specific treaty or agreement, to the taxing authorities of the country in which the Non-U.S. Holder resides. Any amounts withheld under the backup withholding rules from a payment to a Non-U.S. Holder will be allowed as a refund or a credit against such Non-U.S. Holder's U.S. Federal income tax liability, provided that the requisite procedures are followed. Prospective purchasers of notes are urged to consult their own tax advisors with respect to the application to their particular situations of U.S. Federal income tax laws, as well as the laws of any state, local or foreign taxing jurisdiction. PLAN OF DISTRIBUTION We are not using any underwriters for this exchange offer. Each broker-dealer that receives new notes for its own account pursuant to the exchange offer must acknowledge that it will deliver a prospectus in connection with any resale of these new notes. This prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of new notes received in exchange for old notes where the old notes were acquired as a result of market-making activities or other trading activities. We will not receive any proceeds from any sale of new notes by broker-dealers or any other persons. New notes received by broker-dealers for their own account pursuant the exchange offer may be sold from time to time in one or more transactions in the over-the-counter market, in negotiated transactions, through the writing of options on the new notes, or a combination of these methods of resale, at market prices prevailing at the time of resale, at prices related to the prevailing market prices, or negotiated prices. Any resale of new notes may be made directly to purchasers or to or through brokers or dealers who may receive compensation in the form of commissions or concessions from any broker-dealer and/or the purchasers of any new notes. Any broker-dealer that resells new notes that were received by it for its own account pursuant to the exchange offer and any broker-dealer that participates in a distribution of the new notes may be deemed to be an "underwriter" within the meaning of the Securities Act, and any profit on any of these resales of new notes or any commissions or concessions received by any of these persons may be deemed to be underwriting compensation under the Securities Act. The letter of transmittal states that, by acknowledging that it will deliver and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. We and the guarantors will use our best efforts to keep this registration statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of notes acquired by broker-dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the 103 requirements of the registration rights agreement, the Securities Act and the policies, rules and regulations of the Commission, for a period ending on the earlier of o 180 days from the date on which this registration statement is declared effective; and o the date on which a broker-dealer is no longer required to deliver a prospectus in connection with market-making or other trading activities. We and the guarantors will provide sufficient copies of the latest version of this prospectus to broker-dealers promptly upon request at any time during the 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. We have agreed to pay all expenses incident to the exchange offer, including the expenses of one counsel for the holders of the notes, other than commissions or concessions of any brokers or dealers, and will indemnify the holders of the notes, including any broker-dealer, against certain liabilities, including certain liabilities under the Securities Act. By its acceptance of the exchange offer, any broker-dealer that receives new notes pursuant to the exchange offer agrees to notify us before using the prospectus in connection with the sale or transfer of new notes. The broker-dealer further acknowledges and agrees that, upon receipt of notice from us of the happening of any event which makes any statement in the prospectus untrue in any material respect or which requests the making of any changes in the prospectus to make the statements in the prospectus not misleading or which may impose upon us disclosure obligations that may have a material adverse effect on us, which notice we agree to deliver promptly to the broker-dealer, the broker-dealer will suspend use of the prospectus until we have notified the broker-dealer that delivery of the prospectus may resume and have furnished copies of any amendment or supplement to the prospectus to the broker-dealer. 104 WHERE YOU CAN FIND MORE INFORMATION We are subject to the informational requirements of the Exchange Act, and in accordance therewith we are required to file periodic reports, proxy statements and other information with the Commission. Such reports, proxy statements and other information filed by us can be inspected and copied at the public reference facilities maintained by the Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, as well as the Regional Office of the Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661, at the prescribed rates. The Commission also maintains a site on the World Wide Web that contains reports, proxy and information statements and other information regarding registrants that file electronically. The address of such site is http://www.sec.gov. The telephone number of the Commission is 800-SEC-0330. In addition, similar information can be inspected at the New York Stock Exchange, 20 Broad Street, New York, New York 10005. With respect to the new notes, this prospectus omits certain information that is contained in the registration statement on file with the Commission, of which this prospectus is a part. For further information with respect to us and our new notes, reference is made to the registration statement, including the exhibits incorporated therein by reference or filed therewith. Statements herein contained concerning the provisions of any document are not necessarily complete and, in each instance, reference is made to the copy of such document filed as an exhibit or incorporated by reference to the registration statement. The registration statement and the exhibits may be inspected without charge at the offices of the Commission or copies thereof obtained at prescribed rates from the public reference section of the Commission at the addresses set forth above. YOU SHOULD RELY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS AND IN THE REGISTRATION STATEMENT AS WELL AS OTHER INFORMATION YOU DEEM RELEVANT. WE HAVE NOT AUTHORIZED ANYONE TO PROVIDE YOU WITH INFORMATION DIFFERENT FROM THAT CONTAINED IN THIS PROSPECTUS. THIS PROSPECTUS IS AN OFFER TO SELL, OR A SOLICITATION OF OFFERS TO BUY, SECURITIES ONLY IN JURISDICTIONS WHERE OFFERS AND SALES ARE PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS IS ACCURATE ONLY AS OF THE DATE OF THIS PROSPECTUS, REGARDLESS OF THE TIME OF DELIVERY OF THIS PROSPECTUS OR ANY SALE OR EXCHANGE OF SECURITIES, HOWEVER, WE HAVE A DUTY TO UPDATE THAT INFORMATION WHILE THIS PROSPECTUS IS IN USE BY YOU WHERE, AMONG OTHER THINGS, ANY FACTS OR CIRCUMSTANCES ARISE WHICH, INDIVIDUALLY OR IN THE AGGREGATE, REPRESENT A FUNDAMENTAL CHANGE IN THE INFORMATION CONTAINED IN THIS PROSPECTUS OR ANY MATERIAL INFORMATION WITH RESPECT TO THE PLAN OF DISTRIBUTION WAS NOT PREVIOUSLY DISCLOSED IN THE PROSPECTUS OR THERE IS ANY MATERIAL CHANGE TO SUCH INFORMATION IN THE PROSPECTUS. THIS PROSPECTUS DOES NOT OFFER TO SELL OR SOLICIT ANY OFFER TO BUY ANY SECURITIES OTHER THAN THE NEW NOTES TO WHICH IT RELATES, NOR DOES IT OFFER TO BUY ANY OF THESE NOTES IN ANY JURISDICTION TO ANY PERSON TO WHOM IT IS UNLAWFUL TO MAKE SUCH OFFER OR SOLICITATION IN SUCH JURISDICTION. EXPERTS The consolidated financial statements of Jarden Corporation and its subsidiaries appearing in its Annual Report (Form 10-K) for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon 105 included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The consolidated financial statements of Diamond Brands International, Inc. and its subsidiaries appearing in the Company's Current Report on Form 8-K/A filed on March 7, 2003 for the year ended December 31, 2002, have been audited by Ernst & Young LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such consolidated financial statements are incorporated herein by reference in reliance upon such report given on the authority of such firm as experts in accounting and auditing. The consolidated financial statements of Lehigh Consumer Products Corporation as of December 31, 2002 and for the year then ended, incorporated in this Prospectus by reference to Jarden Corporation's Current Report on Form 8-K dated September 5, 2003, have been so incorporated in reliance on the report of PricewaterhouseCoopers LLP, independent accountants, given on authority of said firm as experts in auditing and accounting. LEGAL MATTERS The validity of the new notes to be issued pursuant to the exchange offer will be passed upon for us by Kane Kessler, P.C., New York, New York. 106 - -------------------------------------------------------------------------------- JARDEN CORPORATION OFFER TO EXCHANGE $30,000,000 PRINCIPAL AMOUNT OF OUR 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012, WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, FOR ANY AND ALL OF OUR OUTSTANDING 9 3/4% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 UNCONDITIONALLY GUARANTEED BY: ALLTRISTA NEWCO CORPORATION, ALLTRISTA PLASTICS CORPORATION, ALLTRISTA ZINC PRODUCTS, L.P., HEARTHMARK, LLC, QUOIN, LLC, TILIA, INC., TILIA DIRECT, INC., TILIA INTERNATIONAL, INC., O.W.D. INCORPORATED, TUPPER LAKE PLASTICS, INCORPORATED, X PROPERTIES, LLC AND LEHIGH CONSUMER PRODUCTS CORPORATION PROSPECTUS ------------------------ ___________ __, 2003 UNTIL _____, 2003, ALL DEALERS THAT EFFECT TRANSACTIONS IN THESE SECURITIES, WHETHER OR NOT PARTICIPATING IN THIS OFFERING, MAY BE REQUIRED TO DELIVER A PROSPECTUS. THIS IS IN ADDITION TO THE DEALERS' OBLIGATION TO DELIVER A PROSPECTUS WHEN ACTING AS UNDERWRITERS. - -------------------------------------------------------------------------------- PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS Under Section 145 of the Delaware General Corporation Law ("DGCL"), a corporation may indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation) by reason of the fact that he or she is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding (i) if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation and (ii) with respect to any criminal action or proceeding, if he or she had no reasonable cause to believe such conduct was unlawful. In actions brought by or in the right of the corporation, a corporation may indemnify such person against expenses (including attorneys' fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit if such person acted in good faith and in a manner that person reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification may be made in respect of any claim, issue or matter as to which that person shall have been adjudged to be liable to the corporation unless and only to the extent that the Court of Chancery of the State of Delaware or the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnification for such expenses which the Court of Chancery or such other court shall deem proper. To the extent that such person has been successful on the merits or otherwise in defending any such action, suit or proceeding referred to above or any claim issue or matter therein, he or she is entitled to indemnification for expenses (including attorneys' fees) actually and reasonably incurred by such person in connection therewith. The indemnification and advancement of expenses provided for or granted pursuant to Section 145 is not exclusive of any other rights of indemnification or advancement of expenses to which those seeking indemnification or advancement of expenses may be entitled, and a corporation may purchase and maintain insurance against liabilities asserted against any former or current director, officer, employee or agent of the corporation, or a person who is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, whether or not the power to indemnify is provided by the statute. Article VII, Section B of Jarden's Restated Certificate of Incorporation, as amended, provides the following: 1. Jarden shall indemnify each person who is or was a director, officer or employee of Jarden, or of any other corporation, partnership, joint venture, trust or other enterprise II-1 which he is serving or served in any capacity at the request of Jarden, against any and all liability and reasonable expense that may be incurred by him in connection with or resulting from any claim, actions, suit or proceeding (whether actual or threatened, brought by or in the right of Jarden or such other corporation, partnership, joint venture, trust or other enterprise, or otherwise, civil, criminal, administrative, investigative, or in connection with an appeal relating thereto), in which he may become involved, as a party or otherwise, by reason of his being or having been a director, officer or employee of Jarden or of such other corporation, partnership, joint venture, trust or other enterprise or by reason of any past or future action taken or not taken in his capacity as such director, officer or employee, whether or not he continues to be such at the time such liability or expense is incurred, provided that a determination is made by Jarden in accordance with Delaware law that such person acted in good faith and in a manner he reasonably believed to be in the best interests of Jarden or at least not opposed to the best interests of such other corporation, partnership, joint venture, trust or other enterprise, as the case may be, and, in addition, in any criminal action or proceedings, had reasonable cause to believe his conduct was lawful or no reasonable cause to believe that his conduct was unlawful. The termination of a proceeding by judgment, order, settlement, conviction or upon a plea of nolo contendere or its equivalent is not, of itself, determinative that the person did not meet the standard of conduct described in the previous sentence. Notwithstanding the foregoing, there shall be no indemnification (a) as to amounts paid or payable to Jarden or such other corporation, partnership, joint venture, trust or other enterprise, as the case may be, for or based upon the director, officer or employee having gained in fact any personal profit or advantage to which he was not legally entitled; (b) as to amounts paid or payable to Jarden for an accounting of profits in fact made from the purchase or sale of securities of Jarden within the meaning of Section 16(b) of the Exchange Act and amendments thereto or similar provisions of any state statutory law; or (c) with respect to matters as to which indemnification would be in contravention of the laws of the State of Delaware or of the United States of America whether as a matter of public policy or pursuant to statutory provisions. 2. Any such director, officer or employee who has been wholly successful, on the merits or otherwise, with respect to any claim, action, suit or proceeding of the character described herein shall be entitled to indemnification as of right, except to the extent he has otherwise been indemnified. Except as provided in the preceding sentence, any indemnification hereunder shall be granted by Jarden, but only if (a) the Board of Directors of Jarden, acting by a quorum consisting of directors who are not partners to or who have been wholly successful with respect to such claim, action, suit or proceeding, shall find that the director, officer or employee has met the applicable standards of conduct set forth in paragraph 1 of this Section B of Article VII; or (b) outside legal counsel engaged by Jarden (who may be regular counsel of Jarden) shall deliver to Jarden its written opinion that such director, officer or employee has met such applicable standards of conduct; or (c) a court of competent jurisdiction has determined that such director, officer or employee has met such standards, in an action brought either by Jarden, or by the director, officer or employee seeking indemnification, applying de novo such applicable standards of conduct. The II-2 termination of any claim, action, suit or proceeding, civil or criminal, by judgment, settlement (whether with or without court approval) or conviction or upon a plea of guilty or of nolo contendere, or its equivalent, shall not create a presumption that a director, officer or employee did not meet the applicable standards of conduct set forth in paragraph 1 of this Section B of Article VII. 3. As used in this Section B of Article VII, the term "liability" shall mean amounts paid in settlement or in satisfaction of judgments of fines or penalties, and the term "expense" shall include, but not be limited to, attorneys' fees and disbursements, incurred in connection with the claim, action, suit or proceeding. Jarden may advance expenses to, or where appropriate may at its option and expense undertake the defense of, any such director, officer or employee upon receipt of an undertaking by or on behalf of such person to repay such expenses if it should ultimately be determined that the person is not entitled to indemnification under this Section B of Article VII. 4. The provisions of this Section B of Article VII shall be applicable to claims, actions, suits or proceedings made or commenced after the adoption hereof, whether arising from acts or omissions to act occurring before or after the adoption hereof. If several claims, issues or matters of action are involved, any such director, officer or employee may be entitled to indemnification as to some matters even though he is not so entitled as to others. The rights of indemnification provided hereunder shall be in addition to any rights to which any director, officer or employee concerned may otherwise be entitled by contract or as a matter of law, and shall inure to the benefit of the heirs, executors and administrators of any such director, officer or employee. Any repeal or modification of the provisions of this Section B of Article VII by the stockholders of Jarden shall not adversely affect any rights to indemnification and advancement of expenses existing pursuant to this Section B of Article VII with respect to any acts or omissions occurring prior to such repeal or modification. The directors and officers of Jarden are insured (subject to certain exceptions and deductions) against liabilities which they may incur in their capacity as such including liabilities under the Securities Act, under liability insurance policies carried by Jarden. ITEM 21. EXHIBITS Exhibit Description - ------- ----------- 1.1 Underwriting Agreement, dated as of May 1, 2003, among Jarden, Alltrista Newco Corporation, Alltrista Plastics Corporation, Alltrista Zinc Products, L.P., Hearthmark, Inc., Quoin Corporation, Tilia, Inc., Tilia Direct, Inc., Tilia International, Inc., CIBC World Markets Corp. and Banc of America Securities LLC (filed as Exhibit 1.1 to Jarden's Current Report on Form 8-K, filed with the Commission on May 7, 2003 and incorporated herein by reference). 3.1 Restated Certificate of Incorporation of Jarden Corporation (filed as Exhibit 3.1 to Jarden's Annual Report on Form 10-K, filed with the Commission on March 27, 2002 and incorporated herein by reference). II-3 Exhibit Description - ------- ----------- 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Jarden Corporation (filed as Exhibit 3.2 to Jarden's Current Report on Form 8-K, filed with the Commission on June 4, 2002 and incorporated herein by reference). 3.3 Bylaws of Jarden Corporation (filed as Exhibit C to Jarden's Definitive Proxy Statement, filed with the Commission on November 26, 2001 and incorporated herein by reference). 3.4 Articles of Incorporation of Alltrista Newco Corporation (filed as Exhibit 3.4 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.5 Bylaws of Alltrista Newco Corporation (filed as Exhibit 3.5 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.6 Amendment to Bylaws of Alltrista Newco Corporation (filed as Exhibit 3.6 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.7 Articles of Incorporation of Alltrista Plastics Corporation (filed as Exhibit 3.7 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.8 Bylaws of Alltrista Plastics Corporation (filed as Exhibit 3.8 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.9 Amendment to Bylaws of Alltrista Plastics Corporation (filed as Exhibit 3.9 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.10 Certificate of Limited Partnership of Alltrista Zinc Products, L.P. (filed as Exhibit 3.13 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.11 Agreement of Limited Partnership of Alltrista Zinc Products, L.P. (filed as Exhibit 3.14 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.12 Certificate of Formation of Hearthmark, LLC (filed as Exhibit 3.3 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.13 Operating Agreement of Hearthmark, LLC (filed as Exhibit 3.4 to Jarden's II-4 Exhibit Description - ------- ----------- Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.14 Certificate of Formation of Quoin, LLC (filed as Exhibit 3.1 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.15 Operating Agreement of Quoin, LLC (filed as Exhibit 3.2 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.16 Certificate of Incorporation of Tilia, Inc. (filed as Exhibit 3.29 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.17 Certificate of Amendment of Certificate of Incorporation of Tilia, Inc. (filed as Exhibit 3.30 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference) 3.18 Bylaws of Tilia, Inc. (filed as Exhibit 3.31 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.19 Certificate of Incorporation of Tilia Direct, Inc. (filed as Exhibit 3.32 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.20 Certificate of Amendment of Certificate of Incorporation of Tilia Direct, Inc. (filed as Exhibit 3.33 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.21 Bylaws of Tilia Direct, Inc. (filed as Exhibit 3.34 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.22 Certificate of Incorporation of Tilia International, Inc. (filed as Exhibit 3.35 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.23 Certificate of Amendment of Certificate of Incorporation of Tilia International, Inc. (filed as Exhibit 3.36 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.24 Bylaws of Tilia International, Inc. (filed as Exhibit 3.37 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). II-5 Exhibit Description - ------- ----------- 3.25 Certificate of Incorporation of O.W.D. Incorporated (filed as Exhibit 3.5 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.26 Bylaws of O.W.D. Incorporated (filed as Exhibit 3.6 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.27 Certificate of Incorporation of Tupper Lake Plastics, Incorporated (filed as Exhibit 3.7 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.28 Bylaws of Tupper Lake Plastics, Incorporated (filed as Exhibit 3.8 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.29 Certificate of Formation of X Properties, LLC (filed as Exhibit 3.9 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.30 Operating Agreement of X Properties, LLC (filed as Exhibit 3.10 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.31 Articles of Incorporation of Lehigh Consumer Products Corporation (filed as Exhibit 3.11 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.32 Bylaws of Lehigh Consumer Products Corporation (filed as Exhibit 3.12 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.1 Indenture, dated as of April 24, 2002 (the "April 2002 Indenture"), among II-6 Exhibit Description - ------- ----------- Jarden, the guarantors named therein and The Bank of New York, as trustee, and form of note attached as Exhibit A thereto (filed as Exhibit 4.1 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 4.2 First Supplemental Indenture to the April 2002 Indenture, dated as of May 7, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.1 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.3 Second Supplemental Indenture to the April 2002 Indenture, dated as of May 28, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.2 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.4 Third Supplemental Indenture to the April 2002 Indenture, dated as of September 25, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.3 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.5 Indenture, dated as of January 29, 2003 (the "January 2003 Indenture"), between Jarden and The Bank of New York, as trustee (filed as Exhibit 4.1 to Jarden's Amendment No. 1 to Form S-3, filed with the Commission on January 29, 2003 and incorporated herein by reference). 4.6 First Supplemental Indenture to the January 2003 Indenture, dated as of May 8, 2003, between Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.1 to Jarden's Current Report on Form 8-K, filed with the Commission on May 7, 2003 and incorporated herein by reference). 4.7 Second Supplemental Indenture to the January 2003 Indenture, dated as of May 28, 2003, between Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.4 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.8 Third Supplemental Indenture to the January 2003 Indenture, dated as of August 28, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.5 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.9 Fourth Supplemental Indenture to the January 2003 Indenture, dated as of II-7 Exhibit Description - ------- ----------- September 25, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.6 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.10 Registration Rights Agreement, dated as of May 8, 2003, by and among Jarden, the guarantors named therein, TriEnda Corporation, X Properties, LLC and CIBC World Markets Corp. and Banc of America Securities LLC (filed as Exhibit 4.7 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.11 Form of the new 9 3/4% Senior Subordinated Notes Due 2012. (1) 4.12 Form of Subsidiary Guarantee. (1) 5.1 Opinion of Kane Kessler, P.C. (1) 10.1 Amended and Restated Credit Agreement, dated as of September 2, 2003, among Jarden, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, Canadian Imperial Bank of Commerce, as Syndication Agent, National City Bank of Indiana and Fleet National Bank, as Co-Documentation Agents (filed as Exhibit 10.3 to Jarden's Current Report on Form 8-K, filed with the Commission on September 5, 2003 and incorporated herein by reference). 10.2 Consolidated Security Instrument Amendment, dated as of September 2, 2003, among Jarden, the Guarantors, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.4 to Jarden's Current Report on Form 8-K filed with the Commission on September 5, 2003 and incorporated herein by reference). 10.3 Guaranty Agreement, dated as of April 24, 2002, by the Domestic Subsidiaries to Bank of America, NA., as Administrative Agent (filed as Exhibit 10.2 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 10.4 Security Agreement, dated as of April 24, 2002, among Jarden, the Domestic Subsidiaries, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.3 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 10.5 Intellectual Property Security Agreement, dated as of April 24, 2002, among Jarden, the Domestic Subsidiaries and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.4 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 10.6 Securities Pledge Agreement, dated as of April 24, 2002, among Jarden, Quoin Corporation, Alltrista Newco Corporation, Caspers Tin Plate Company, and Bank of America, NA., as Administrative Agent (filed as Exhibit 10.5 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and II-8 Exhibit Description - ------- ----------- incorporated herein by reference). 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. (1) 21.1 Subsidiaries of Jarden. (1) 23.1 Consent of Ernst & Young LLP. (1) 23.2 Consent of PricewaterhouseCoopers LLP. (1) 23.3 Consent of Kane Kessler, P.C. (See Exhibit 5.1 to this registration statement). (1) 24.1 Powers of Attorney (See signature pages of this registration statement). (1) 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1, relating to The Bank of New York. (1) 99.1 Form of Letter to Depository Trust Company Participants. (1) 99.2 Form of Letter of Transmittal. (1) 99.3 Form of Notice of Guaranteed Delivery. (1) 99.4 Form of Instruction to Book-Entry Transfer Participant. (1) 99.5 Form of Letter to Clients. (1) 99.6 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (1) 99.7 Form of Exchange Agent Agreement. (1) (1) Filed herewith. II-9 ITEM 22. UNDERTAKINGS A. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the registration statement is on Form S-3, Form S-8 or Form F-3, and the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. B. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual II-10 report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. C. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. D. The undersigned registrant hereby undertakes that to respond to requests for information that is incorporated by reference into the prospectus pursuant to items 4, 10(b), 11, or 13 of this Form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request. E. The undersigned registrant hereby undertakes that to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired therein, that was not the subject of an included in the registration statement when it became effective. II-11 SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. JARDEN CORPORATION By: /s/ Ian G.H. Ashken ----------------------------------------- Name: Ian G.H. Ashken Title: Vice Chairman, Chief Financial Officer and Secretary POWER OF ATTORNEY Each of the undersigned officers and directors of Jarden Corporation hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Chairman and Chief Executive Officer October 1, 2003 - ---------------------- (Principal Executive Officer) Martin E. Franklin /s/ Ian G. H. Ashken Vice Chairman, Chief Financial October 1, 2003 - ---------------------- Officer and Secretary (Principal Ian G. H. Ashken Financial Officer and Principal Accounting Officer) /s/ Irwin D. Simon Director October 1, 2003 - ---------------------- Irwin D. Simon /s/ Richard L. Molen Director October 1, 2003 - ---------------------- Richard L. Molen /s/ Rene-Pierre Azria Director October 1, 2003 - ---------------------- Rene-Pierre Azria /s/ Robert L. Wood Director October 1, 2003 - ---------------------- Robert L. Wood /s/ Lynda W. Popwell Director October 1, 2003 - ---------------------- Lynda W. Popwell /s/ Douglas W. Huemme Director October 1, 2003 - ---------------------- Douglas W. Huemme SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. ALLTRISTA NEWCO CORPORATION By: /s/ Ian G.H. Ashken ----------------------------------- Name: Ian G.H. Ashken Title: Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of Alltrista Newco Corporation hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Director and Chief Executive Officer October 1, 2003 - ----------------------- Martin E. Franklin /s/ Ian G. H. Ashken Director, Secretary and Treasurer October 1, 2003 - ----------------------- Ian G. H. Ashken SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. ALLTRISTA PLASTICS CORPORATION By: /s/ Ian G.H. Ashken ----------------------------------- Name: Ian G.H. Ashken Title: Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of Alltrista Plastics Corporation hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Director and Chief Executive Officer October 1, 2003 - ---------------------- Martin E. Franklin /s/ Ian G. H. Ashken Director, Secretary and Treasurer October 1, 2003 - ---------------------- Ian G. H. Ashken SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. ALLTRISTA ZINC PRODUCTS, L.P. By: Alltrista Newco Corporation, its General Partner By: /s/ Ian G.H. Ashken ------------------------------------- Name: Ian G.H. Ashken Title: Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of Alltrista Newco Corporation, the General Partner of Alltrista Zinc Products, L.P., hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Ian G.H. Ashken Secretary and Treasurer of October 1, 2003 - --------------------- Alltrista Zinc Products, L.P., Ian G.H. Ashken General Partner SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. HEARTHMARK, LLC By: Quoin, LLC, its Sole Member By: Jarden Corporation, its Sole Member By: /s/ Ian G.H. Ashken ------------------------------------- Name: Ian G.H. Ashken Title: Vice Chairman, Chief Financial Officer and Secretary POWER OF ATTORNEY Each of the undersigned officers and directors of Jarden Corporation, the Sole Member of Quoin, LLC, which is the Sole Member of Hearthmark, LLC, hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Ian G. H. Ashken Vice Chairman, Chief Financial October 1, 2003 - --------------------- Officer and Secretary of Jarden Ian G. H. Ashken Corporation, Sole Member of Sole Member of Hearthmark, LLC SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. QUOIN, LLC By: Jarden Corporation, its Sole Member By: /s/ Ian G.H. Ashken ------------------------------------- Name: Ian G.H. Ashken Title: Vice Chairman, Chief Financial Officer and Secretary POWER OF ATTORNEY Each of the undersigned officers and directors of Jarden Corporation, the Sole Member of Quoin, LLC, hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Ian G. H. Ashken Vice Chairman, Chief Financial October 1, 2003 - --------------------- Officer and Secretary of Jarden Ian G. H. Ashken Corporation, Sole Member of Quoin, LLC SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. TILIA, INC. By: /s/ Ian G.H. Ashken ------------------------------------- Name: Ian G.H. Ashken Title: Vice Chairman, Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of Tilia, Inc. hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Chairman and Vice President October 1, 2003 - ------------------------ Martin E. Franklin /s/ Desiree DeStefano Director and Vice President October 1, 2003 - ------------------------ Desiree DeStefano SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. TILIA DIRECT, INC. By: /s/ Ian G.H. Ashken ------------------------------------- Name: Ian G.H. Ashken Title: Vice Chairman, Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of Tilia Direct, Inc. hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Ian G.H. Ashken Vice Chairman, Secretary and October 1, 2003 - -------------------- Treasurer Ian G.H. Ashken /s/ David Tolbert Director October 1, 2003 - -------------------- David Tolbert SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. TILIA INTERNATIONAL, INC. By: /s/ Ian G.H. Ashken ----------------------------------- Name: Ian G.H. Ashken Title: Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of Tilia International, Inc. hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Director and Vice President October 1, 2003 - ---------------------- Martin E. Franklin /s/ Ian G. H. Ashken Director, Secretary and Treasurer October 1, 2003 - ---------------------- Ian G. H. Ashken SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. O.W.D. INCORPORATED By: /s/ Ian G.H. Ashken ------------------------------------- Name: Ian G.H. Ashken Title: Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of O.W.D. Incorporated hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Director and President October 1, 2003 - ---------------------- Martin E. Franklin /s/ Ian G.H. Ashken Director, Secretary and Treasurer October 1, 2003 - ---------------------- Ian G.H. Ashken SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. TUPPER LAKE PLASTICS, INCORPORATED By: /s/ Ian G.H. Ashken ----------------------------------------- Name: Ian G.H. Ashken Title: Secretary and Treasurer POWER OF ATTORNEY Each of the undersigned officers and directors of Tupper Lake Plastics, Incorporated hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Director and President October 1, 2003 - ----------------------- Martin E. Franklin /s/ Ian G.H. Ashken Director, Secretary and Treasurer October 1, 2003 - ----------------------- Ian G.H. Ashken SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. X PROPERTIES, LLC By: Quoin, LLC, its Sole Member By: Jarden Corporation, its Sole Member By: /s/ Ian G.H. Ashken ---------------------------------------- Name: Ian G.H. Ashken Title: Vice Chairman, Chief Financial Officer and Secretary POWER OF ATTORNEY Each of the undersigned officers and directors of Jarden Corporation, the Sole Member of Quoin, LLC, which is the Sole Member of X Properties, LLC, hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Ian G. H. Ashken Vice Chairman, Chief Financial October 1, 2003 - -------------------- Officer and Secretary of Jarden Ian G. H. Ashken Corporation, Sole Member of Sole Member of X Properties, LLC SIGNATURES Pursuant to the requirements of the Securities Act, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Rye, State of New York, on October 1, 2003. LEHIGH CONSUMER PRODUCTS CORPORATION By: /s/ Ian G.H. Ashken ------------------------------------- Name: Ian G.H. Ashken Title: Vice President and Assistant Secretary POWER OF ATTORNEY Each of the undersigned officers and directors of Lehigh Consumer Products Corporation hereby severally constitutes and appoints Ian G. H. Ashken as the attorney-in-fact for the undersigned, in any and all capacities, with full power of substitution, to sign any and all pre- or post-effective amendments to this registration statement, any subsequent registration statement for the same offering which may be filed pursuant to Rule 462(b) under the Securities Act of 1933, as amended, and any and all pre- or post-effective amendments thereto, and to file the same with exhibits thereto and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, as amended, this registration statement has been signed by the following persons in the capacities and on the dates indicated: Name Title Date ---- ----- ---- /s/ Martin E. Franklin Chairman and Chief Executive Officer October 1, 2003 - ---------------------- Martin E. Franklin /s/ Ian G. H. Ashken Director, Vice President and October 1, 2003 - ---------------------- Assistant Secretary Ian G.H. Ashken EXHIBIT INDEX Exhibit Description - ------- ----------- 1.1 Underwriting Agreement, dated as of May 1, 2003, among Jarden, Alltrista Newco Corporation, Alltrista Plastics Corporation, Alltrista Zinc Products, L.P., Hearthmark, Inc., Quoin Corporation, Tilia, Inc., Tilia Direct, Inc., Tilia International, Inc., CIBC World Markets Corp. and Banc of America Securities LLC (filed as Exhibit 1.1 to Jarden's Current Report on Form 8-K, filed with the Commission on May 7, 2003 and incorporated herein by reference). 3.1 Restated Certificate of Incorporation of Jarden Corporation (filed as Exhibit 3.1 to Jarden's Annual Report on Form 10-K, filed with the Commission on March 27, 2002 and incorporated herein by reference). 3.2 Certificate of Amendment of Restated Certificate of Incorporation of Jarden Corporation (filed as Exhibit 3.2 to Jarden's Current Report on Form 8-K, filed with the Commission on June 4, 2002 and incorporated herein by reference). 3.3 Bylaws of Jarden Corporation (filed as Exhibit C to Jarden's Definitive Proxy Statement, filed with the Commission on November 26, 2001 and incorporated herein by reference). 3.4 Articles of Incorporation of Alltrista Newco Corporation (filed as Exhibit 3.4 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.5 Bylaws of Alltrista Newco Corporation (filed as Exhibit 3.5 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.6 Amendment to Bylaws of Alltrista Newco Corporation (filed as Exhibit 3.6 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.7 Articles of Incorporation of Alltrista Plastics Corporation (filed as Exhibit 3.7 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.8 Bylaws of Alltrista Plastics Corporation (filed as Exhibit 3.8 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.9 Amendment to Bylaws of Alltrista Plastics Corporation (filed as Exhibit 3.9 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.10 Certificate of Limited Partnership of Alltrista Zinc Products, L.P. (filed as Exhibit 3.13 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.11 Agreement of Limited Partnership of Alltrista Zinc Products, L.P. (filed as Exhibit 3.14 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.12 Certificate of Formation of Hearthmark, LLC (filed as Exhibit 3.3 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.13 Operating Agreement of Hearthmark, LLC (filed as Exhibit 3.4 to Jarden's Exhibit Description - ------- ----------- Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.14 Certificate of Formation of Quoin, LLC (filed as Exhibit 3.1 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.15 Operating Agreement of Quoin, LLC (filed as Exhibit 3.2 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.16 Certificate of Incorporation of Tilia, Inc. (filed as Exhibit 3.29 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.17 Certificate of Amendment of Certificate of Incorporation of Tilia, Inc. (filed as Exhibit 3.30 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference) 3.18 Bylaws of Tilia, Inc. (filed as Exhibit 3.31 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.19 Certificate of Incorporation of Tilia Direct, Inc. (filed as Exhibit 3.32 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.20 Certificate of Amendment of Certificate of Incorporation of Tilia Direct, Inc. (filed as Exhibit 3.33 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.21 Bylaws of Tilia Direct, Inc. (filed as Exhibit 3.34 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.22 Certificate of Incorporation of Tilia International, Inc. (filed as Exhibit 3.35 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.23 Certificate of Amendment of Certificate of Incorporation of Tilia International, Inc. (filed as Exhibit 3.36 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). 3.24 Bylaws of Tilia International, Inc. (filed as Exhibit 3.37 to Jarden's Amendment No. 1 to Form S-4, filed with the Commission on July 18, 2002 and incorporated herein by reference). Exhibit Description - ------- ----------- 3.25 Certificate of Incorporation of O.W.D. Incorporated (filed as Exhibit 3.5 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.26 Bylaws of O.W.D. Incorporated (filed as Exhibit 3.6 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.27 Certificate of Incorporation of Tupper Lake Plastics, Incorporated (filed as Exhibit 3.7 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.28 Bylaws of Tupper Lake Plastics, Incorporated (filed as Exhibit 3.8 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.29 Certificate of Formation of X Properties, LLC (filed as Exhibit 3.9 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.30 Operating Agreement of X Properties, LLC (filed as Exhibit 3.10 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.31 Articles of Incorporation of Lehigh Consumer Products Corporation (filed as Exhibit 3.11 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 3.32 Bylaws of Lehigh Consumer Products Corporation (filed as Exhibit 3.12 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.1 Indenture, dated as of April 24, 2002 (the "April 2002 Indenture"), among Exhibit Description - ------- ----------- Jarden, the guarantors named therein and The Bank of New York, as trustee, and form of note attached as Exhibit A thereto (filed as Exhibit 4.1 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 4.2 First Supplemental Indenture to the April 2002 Indenture, dated as of May 7, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.1 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.3 Second Supplemental Indenture to the April 2002 Indenture, dated as of May 28, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.2 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.4 Third Supplemental Indenture to the April 2002 Indenture, dated as of September 25, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.3 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.5 Indenture, dated as of January 29, 2003 (the "January 2003 Indenture"), between Jarden and The Bank of New York, as trustee (filed as Exhibit 4.1 to Jarden's Amendment No. 1 to Form S-3, filed with the Commission on January 29, 2003 and incorporated herein by reference). 4.6 First Supplemental Indenture to the January 2003 Indenture, dated as of May 8, 2003, between Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.1 to Jarden's Current Report on Form 8-K, filed with the Commission on May 7, 2003 and incorporated herein by reference). 4.7 Second Supplemental Indenture to the January 2003 Indenture, dated as of May 28, 2003, between Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.4 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.8 Third Supplemental Indenture to the January 2003 Indenture, dated as of August 28, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.5 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.9 Fourth Supplemental Indenture to the January 2003 Indenture, dated as of Exhibit Description - ------- ----------- September 25, 2003, among Jarden, the guarantors named therein and The Bank of New York, as trustee (filed as Exhibit 4.6 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.10 Registration Rights Agreement, dated as of May 8, 2003, by and among Jarden, the guarantors named therein, TriEnda Corporation, X Properties, LLC and CIBC World Markets Corp. and Banc of America Securities LLC (filed as Exhibit 4.7 to Jarden's Current Report on Form 8-K, filed with the Commission on September 26, 2003 and incorporated herein by reference). 4.11 Form of the new 9 3/4% Senior Subordinated Notes Due 2012. (1) 4.12 Form of Subsidiary Guarantee. (1) 5.1 Opinion of Kane Kessler, P.C. (1) 10.1 Amended and Restated Credit Agreement, dated as of September 2, 2003, among Jarden, Bank of America, N.A., as Administrative Agent, Swing Line Lender, and L/C Issuer, Canadian Imperial Bank of Commerce, as Syndication Agent, National City Bank of Indiana and Fleet National Bank, as Co-Documentation Agents (filed as Exhibit 10.3 to Jarden's Current Report on Form 8-K, filed with the Commission on September 5, 2003 and incorporated herein by reference). 10.2 Consolidated Security Instrument Amendment, dated as of September 2, 2003, among Jarden, the Guarantors, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.4 to Jarden's Current Report on Form 8-K filed with the Commission on September 5, 2003 and incorporated herein by reference). 10.3 Guaranty Agreement, dated as of April 24, 2002, by the Domestic Subsidiaries to Bank of America, NA., as Administrative Agent (filed as Exhibit 10.2 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 10.4 Security Agreement, dated as of April 24, 2002, among Jarden, the Domestic Subsidiaries, and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.3 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 10.5 Intellectual Property Security Agreement, dated as of April 24, 2002, among Jarden, the Domestic Subsidiaries and Bank of America, N.A., as Administrative Agent (filed as Exhibit 10.4 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and incorporated herein by reference). 10.6 Securities Pledge Agreement, dated as of April 24, 2002, among Jarden, Quoin Corporation, Alltrista Newco Corporation, Caspers Tin Plate Company, and Bank of America, NA., as Administrative Agent (filed as Exhibit 10.5 to Jarden's Current Report on Form 8-K, filed with the Commission on May 9, 2002 and Exhibit Description - ------- ----------- incorporated herein by reference). 12.1 Statement of Computation of Ratio of Earnings to Fixed Charges. (1) 21.1 Subsidiaries of Jarden. (1) 23.1 Consent of Ernst & Young LLP. (1) 23.2 Consent of PricewaterhouseCoopers LLP. (1) 23.3 Consent of Kane Kessler, P.C. (See Exhibit 5.1 to this registration statement). (1) 24.1 Powers of Attorney (See signature pages of this registration statement). (1) 25.1 Statement of Eligibility under the Trust Indenture Act of 1939 of a Corporation Designated to Act as Trustee on Form T-1, relating to The Bank of New York. (1) 99.1 Form of Letter to Depository Trust Company Participants. (1) 99.2 Form of Letter of Transmittal. (1) 99.3 Form of Notice of Guaranteed Delivery. (1) 99.4 Form of Instruction to Book-Entry Transfer Participant. (1) 99.5 Form of Letter to Clients. (1) 99.6 Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9. (1) 99.7 Form of Exchange Agent Agreement. (1) (1) Filed herewith. EX-4.11 3 file002.txt 9 3/4 SENIOR SUBORDINATED NOTE DUE 2012 - -------------------------------------------------------------------------------- --------------- 9 3/4% Senior Subordinated Notes due 2012 No. ___ $_____________ JARDEN CORPORATION promises to pay to CEDE & CO. or registered assigns, the principal sum of ________________ Dollars on May 1, 2012. Interest Payment Dates: May 1 and November 1 Record Dates: April 15 and October 15 Dated: _____________ JARDEN CORPORATION By: --------------------------------- Name: Title: This is one of the Notes referred to in the within-mentioned Indenture: THE BANK OF NEW YORK, as Trustee By: --------------------------- Authorized Signatory - -------------------------------------------------------------------------------- 9 3/4% Senior Subordinated Notes due 2012 THIS GLOBAL NOTE IS HELD BY THE DEPOSITARY (AS DEFINED IN THE INDENTURE GOVERNING THIS NOTE) OR ITS NOMINEE IN CUSTODY FOR THE BENEFIT OF THE BENEFICIAL OWNERS HEREOF, AND IS NOT TRANSFERABLE TO ANY PERSON UNDER ANY CIRCUMSTANCES EXCEPT THAT (1) THE TRUSTEE MAY MAKE SUCH NOTATIONS HEREON AS MAY BE REQUIRED PURSUANT TO SECTION 2.06 OF THE INDENTURE, (2) THIS GLOBAL NOTE MAY BE EXCHANGED IN WHOLE BUT NOT IN PART PURSUANT TO SECTION 2.06(a) OF THE INDENTURE, (3) THIS GLOBAL NOTE MAY BE DELIVERED TO THE TRUSTEE FOR CANCELLATION PURSUANT TO SECTION 2.11 OF THE INDENTURE AND (IV) THIS GLOBAL NOTE MAY BE TRANSFERRED TO A SUCCESSOR DEPOSITARY WITH THE PRIOR WRITTEN CONSENT OF THE COMPANY. UNLESS AND UNTIL IT IS EXCHANGED IN WHOLE OR IN PART FOR NOTES IN DEFINITIVE FORM, THIS NOTE MAY NOT BE TRANSFERRED EXCEPT AS A WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY OR BY THE DEPOSITARY OR ANY SUCH NOMINEE TO A SUCCESSOR DEPOSITARY OR A NOMINEE OF SUCH SUCCESSOR DEPOSITARY. UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY TRUST COMPANY (55 WATER STREET, NEW YORK, NEW YORK) ("DTC"), TO THE COMPANY OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY CERTIFICATE ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR SUCH OTHER NAME AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO CEDE & CO. OR SUCH OTHER ENTITY AS MAY BE REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN. Capitalized terms used herein have the meanings assigned to them in the Indenture referred to below unless otherwise indicated. (1) INTEREST. Jarden Corporation, a Delaware corporation (the "Company"), promises to pay interest on the principal amount of this Note at 9 3/4% per annum from ___________, 2003 until maturity and shall pay the Liquidated Damages, if any, payable pursuant to Section 4 of the Registration Rights Agreement referred to below. The Company will pay interest and Liquidated Damages, if any, semi-annually in arrears on May 1 and November 1 of each year, or if any such day is not a Business Day, on the next succeeding Business Day (each, an "Interest Payment Date"). Interest on the Notes will accrue from the most recent date to which interest has been paid or, if no interest has been paid, from the date of issuance; provided that if there is no existing Default in the payment of interest, and if this Note is authenticated between a record date referred to on the face hereof and the next succeeding Interest Payment Date, interest shall accrue from such next succeeding Interest Payment Date; provided, further, that the first Interest Payment Date shall be the first of May 1 or November 1 to occur after the date of issuance, unless such May 1 or November 1 occurs within one calendar month of such date of issuance, in which case the first Interest Payment Date shall be the second of May 1 or November 1 to occur after the date of issuance. The Company will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue principal and premium, if any, from time to time on demand at a rate that is 1% per annum in excess of the rate then in effect; it will pay interest (including post-petition interest in any proceeding under any Bankruptcy Law) on overdue installments of interest and Liquidated Damages, if any, (without regard to any applicable grace periods) from time to time on demand at the same rate to the extent lawful. Interest will be computed on the basis of a 360-day year of twelve 30-day months. (2) METHOD OF PAYMENT. The Company will pay interest on the Notes (except defaulted interest) and Liquidated Damages, if any, to the Persons who are registered Holders of Notes at the close of business on the April 15 or October 15 next preceding the Interest Payment Date, even if such Notes are canceled after such record date and on or before such Interest Payment Date, except as provided in Section 2.12 of the Indenture with respect to defaulted interest. The Notes will be payable as to principal, premium and Liquidated Damages, if any, and interest at the office or agency of the Company maintained for such purpose within or without the City and State of New York, or, at the option of the Company, payment of interest and Liquidated Damages, if any, may be made by check mailed to the Holders at their addresses set forth in the register of Holders; provided that payment by wire transfer of immediately available funds will be required with respect to principal of and interest, premium and Liquidated Damages, if any, on, all Global Notes and any other Notes if any Holder of $1.0 million or more in aggregate principal amount of such Notes has provided wire transfer instructions to the Company or the Paying Agent for that purpose. Such payment will be in such coin or currency of the United States of America as at the time of payment is legal tender for payment of public and private debts. (3) PAYING AGENT AND REGISTRAR. Initially, The Bank of New York, the Trustee under the Indenture, will act as Paying Agent and Registrar. The Company may change any Paying Agent or Registrar without notice to any Holder. The Company or any of its Subsidiaries may act in any such capacity. (4) INDENTURE. The Company issued the Notes under an Indenture dated as of April 24, 2002 (the "Indenture") among the Company, the Guarantors and the Trustee. The terms of the Notes include those stated in the Indenture, except Section 3.08 thereof, and those made part of the Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S. Code ss.ss. 77aaa-77bbbb). The Notes are subject to all such terms, and Holders are referred to the Indenture and such Act for a statement of such terms. To the extent any provision of this Note conflicts with the express provisions of the Indenture, the provisions of the Indenture shall govern and be controlling. The Notes are obligations of the Company [unlimited] in aggregate principal amount. (5) OPTIONAL REDEMPTION. Except as set forth in subparagraph (b) of this Paragraph 5, the Company will not have the option to redeem the Notes prior to May 1, 2007. Thereafter, the Company will have the option to redeem the Notes, in whole or in part, upon not less than 30 nor more than 60 days' notice, at the redemption prices (expressed as percentages of principal amount) set forth below plus accrued and unpaid interest and Liquidated Damages, if any, thereon to the applicable redemption date, if redeemed during the twelve-month period beginning on May 1 of the years indicated below: Year Percentage ---- ---------- 2007............................................... 104.875% 2008............................................... 103.250% 2009............................................... 101.625% 2010 and thereafter................................ 100.000% (b) Notwithstanding the provisions of subparagraph (a) of this Paragraph 5, at any time prior to May 1, 2005, the Company may redeem Notes with the net proceeds of a public equity offering at a redemption price equal to 109.750% of the aggregate principal amount thereof; provided that at least 65% in aggregate principal amount of the Notes issued under the Indenture remains outstanding immediately after the occurrence of such redemption and that such redemption occurs within 45 days of the date of the closing of such public equity offering. (6) [Intentionally omitted.] (7) MANDATORY REDEMPTION. The Company will not be required to make mandatory redemption or sinking fund payments with respect to the Notes. (8) REPURCHASE AT OPTION OF HOLDER. (a) If there is a Change of Control, the Company will be required to make an offer (a "Change of Control Offer") to repurchase all or any part (equal to $1,000 or an integral multiple thereof) of each Holder's Notes at a purchase price equal to 101% of the aggregate principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date of purchase (the "Change of Control Payment"). Within 10 days following any Change of Control, the Company will mail a notice to each Holder setting forth the procedures governing the Change of Control Offer as required by the Indenture. (b) If the Company or a Subsidiary consummates any Asset Sales, within 30 days of each date on which the aggregate amount of Excess Proceeds exceeds $5 million, the Company will commence an offer to all Holders of Notes and all holders of other Indebtedness that is pari passu with the Notes containing provisions similar to those set forth in the Indenture with respect to offers to purchase or redeem with the proceeds of sales of assets (an "Asset Sale Offer") pursuant to Section 3.10 of the Indenture to purchase the maximum principal amount of Notes (including any Additional Notes) and other pari passu Indebtedness that may be purchased out of the Excess Proceeds at an offer price in cash in an amount equal to 100% of the principal amount thereof plus accrued and unpaid interest and Liquidated Damages thereon, if any, to the date fixed for the closing of such offer, in accordance with the procedures set forth in the Indenture. To the extent that the aggregate amount of Notes (including any Additional Notes) and other pari passu Indebtedness tendered pursuant to an Asset Sale Offer is less than the Excess Proceeds, the Company (or such Subsidiary) may use such deficiency for any purpose not otherwise prohibited by the Indenture. If the aggregate principal amount of Notes and other pari passu Indebtedness surrendered by holders thereof exceeds the amount of Excess Proceeds, the Trustee shall select the Notes and other pari passu Indebtedness to be purchased on a pro rata basis. Holders of Notes that are the subject of an offer to purchase will receive an Asset Sale Offer from the Company prior to any related purchase date and may elect to have such Notes purchased by completing the form entitled "Option of Holder to Elect Purchase" on the reverse of the Notes. (9) NOTICE OF REDEMPTION. Notice of redemption will be mailed at least 30 days but not more than 60 days before the redemption date to each Holder whose Notes are to be redeemed at its registered address. Notes in denominations larger than $1,000 may be redeemed in part but only in whole multiples of $1,000, unless all of the Notes held by a Holder are to be redeemed. On and after the redemption date interest ceases to accrue on Notes or portions thereof called for redemption. (10) DENOMINATIONS, TRANSFER, EXCHANGE. The Notes are in registered form without coupons in denominations of $1,000 and integral multiples of $1,000. The transfer of Notes may be registered and Notes may be exchanged as provided in the Indenture. The Registrar and the Trustee may require a Holder, among other things, to furnish appropriate endorsements and transfer documents and the Company may require a Holder to pay any taxes and fees required by law or permitted by the Indenture. The Company need not exchange or register the transfer of any Note or portion of a Note selected for redemption, except for the unredeemed portion of any Note being redeemed in part. Also, the Company need not exchange or register the transfer of any Notes for a period of 15 days before a selection of Notes to be redeemed or during the period between a record date and the corresponding Interest Payment Date. (11) PERSONS DEEMED OWNERS. The registered Holder of a Note may be treated as its owner for all purposes. (12) AMENDMENT, SUPPLEMENT AND WAIVER. Subject to certain exceptions, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented with the consent of the Holders of at least a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class, and any existing default or compliance with any provision of the Indenture, the Subsidiary Guarantees or the Notes may be waived with the consent of the Holders of a majority in principal amount of the then outstanding Notes and Additional Notes, if any, voting as a single class. Without the consent of any Holder of a Note, the Indenture, the Subsidiary Guarantees or the Notes may be amended or supplemented to cure any ambiguity, defect or inconsistency, to provide for uncertificated Notes in addition to or in place of certificated Notes or to alter the provisions of Article 2 of the Indenture (including the related definitions) in a manner that does not materially adversely affect any Holder, to provide for the assumption of the Company's or any Guarantor's obligations to Holders of the Notes in case of a merger or consolidation, to make any change that would provide any additional rights or benefits to the Holders of the Notes or that does not adversely affect the legal rights under the Indenture of any such Holder, to comply with the requirements of the SEC in order to effect or maintain the qualification of the Indenture under the Trust Indenture Act, to provide for the Issuance of Additional Notes in accordance with the limitations set forth in the Indenture, or to allow any Guarantor to execute a supplemental indenture to the Indenture and/or a Subsidiary Guarantee with respect to the Notes. (13) DEFAULTS AND REMEDIES. Events of Default include: (i) the Company defaults for 30 days in the payment when due of interest on, or Liquidated Damages with respect to, the Notes whether or not prohibited by the subordination provisions of the Indenture; (ii) the Company defaults in the payment when due (at maturity, upon redemption or otherwise) of the principal of, or premium, if any, on the Notes (including, but not limited to, amounts due in connection with Mandatory Redemption), whether or not prohibited by the subordination provisions of the Indenture, (iii) the Company or any of its Subsidiaries fails to comply with the provisions of Section 4.10 (other than the requirement that the resolution of the Board of Directors pursuant to clause (2) of the first paragraph of Section 4.10 be set forth in an Officers' Certificate delivered to the Trustee, with respect to which the Event of Default described in clause (5) of the paragraph will apply), 4.15 or 5.01 of the Indenture; (iv) the Company or any of its Subsidiaries fails to comply with the provisions of Section 4.07 or 4.09 of the Indenture such failure continues for 30 days; (v) the Company or any of its Subsidiaries fails to observe or perform any other covenant, representation, warranty or other agreement in the Indenture or the Notes for 60 days after notice to the Company by the Trustee or the Holders of at least 25% in aggregate principal amount of the Notes then outstanding voting as a single class; (vi) default under certain other agreements relating to Indebtedness of the Company which default results in the acceleration of such Indebtedness prior to its express maturity; (vii) certain final judgments against the Company or any Restricted Subsidiary for the payment of money that remain undischarged for a period of 60 days; (viii) certain events of bankruptcy or insolvency with respect to the Company, any Restricted Subsidiary that is a Significant Subsidiary or any group of Restricted Subsidiaries that, taken as a whole, would constitute a Significant Subsidiary and (ix) except as permitted by the Indenture, any Subsidiary Guarantee shall be held in any judicial proceeding to be unenforceable or invalid or shall cease for any reason to be in full force and effect or any Guarantor or any Person acting on its behalf shall deny or disaffirm its obligations under such Guarantor's Subsidiary Guarantee. If any Event of Default occurs and is continuing, the Trustee or the Holders of at least 25% in principal amount of the then outstanding Notes may declare all the Notes to be due and payable. Notwithstanding the foregoing, in the case of an Event of Default arising from certain events of bankruptcy or insolvency, all outstanding Notes will become due and payable without further action or notice. Holders may not enforce the Indenture or the Notes except as provided in the Indenture. Subject to certain limitations, Holders of a majority in principal amount of the then outstanding Notes may direct the Trustee in its exercise of any trust or power. The Trustee may withhold from Holders of the Notes notice of any continuing Default or Event of Default (except a Default or Event of Default relating to the payment of principal or interest or Liquidated Damages) if it determines that withholding notice is in their interest. The Holders of a majority in aggregate principal amount of the Notes then outstanding by notice to the Trustee may on behalf of the Holders of all of the Notes waive any existing Default or Event of Default and its consequences under the Indenture except a continuing Default or Event of Default in the payment of interest or Liquidated Damages on, or the principal of, the Notes; provided, however, that at any time after a declaration of acceleration under the Indenture, but before a judgment or decree for payment of the money due has been obtained by the Trustee, the Holders of a majority in aggregate principal amount of the outstanding Notes, by written notice to the Company and the Trustee, may rescind such declaration and its consequences given certain circumstances as provided in the Indenture. The Company is required to deliver to the Trustee annually a statement regarding compliance with the Indenture, and the Company is required upon becoming aware of any Default or Event of Default, to deliver to the Trustee a statement specifying such Default or Event of Default. (14) SUBORDINATION. Payment of principal, interest and premium and Liquidated Damages, if any, on the Notes is subordinated to the prior payment of Senior Debt on the terms provided in the Indenture. (15) TRUSTEE DEALINGS WITH COMPANY. The Trustee, in its individual or any other capacity, may make loans to, accept deposits from, and perform services for the Company or its Affiliates, and may otherwise deal with the Company or its Affiliates, as if it were not the Trustee. (16) NO RECOURSE AGAINST OTHERS. A director, officer, employee, incorporator or stockholder, of the Company or any of the Guarantors, as such, will not have any liability for any obligations of the Company or such Guarantor under the Notes, the Subsidiary Guarantees or the Indenture or for any claim based on, in respect of, or by reason of, such obligations or their creation. Each Holder by accepting a Note waives and releases all such liability. The waiver and release are part of the consideration for the issuance of the Notes. (17) AUTHENTICATION. This Note will not be valid until authenticated by the manual signature of the Trustee or an authenticating agent. (18) ABBREVIATIONS. Customary abbreviations may be used in the name of a Holder or an assignee, such as: TEN COM (= tenants in common), TEN ENT (= tenants by the entireties), JT TEN (= joint tenants with right of survivorship and not as tenants in common), CUST (= Custodian), and U/G/M/A (= Uniform Gifts to Minors Act). (19) ADDITIONAL RIGHTS OF HOLDERS OF RESTRICTED GLOBAL NOTES AND RESTRICTED DEFINITIVE NOTES. In addition to the rights provided to Holders of Notes under the Indenture, Holders of Restricted Global Notes and Restricted Definitive Notes will have all the rights set forth in the Registration Rights Agreement dated as of May 8, 2003, between the Company, the Guarantors and the other parties named on the signature pages thereof or, in the case of Additional Notes, Holders of Restricted Global Notes and Restricted Definitive Notes will have the rights set forth in one or more registration rights agreements, if any, among the Company, the Guarantors and the other parties thereto, relating to rights given by the Company and the Guarantors to the purchasers of any Additional Notes (collectively, the "Registration Rights Agreement"). (20) CUSIP NUMBERS. Pursuant to a recommendation promulgated by the Committee on Uniform Security Identification Procedures, the Company has caused CUSIP numbers to be printed on the Notes and the Trustee may use CUSIP numbers in notices of redemption as a convenience to Holders. No representation is made as to the accuracy of such numbers either as printed on the Notes or as contained in any notice of redemption and reliance may be placed only on the other identification numbers placed thereon. The Company will furnish to any Holder upon written request and without charge a copy of the Indenture and/or the Registration Rights Agreement. Requests may be made to: Jarden Corporation 555 Theodore Fremd Avenue Rye, NY 10580 Attention: Ian G.H. Ashken ASSIGNMENT FORM To assign this Note, fill in the form below: (I) or (we) assign and transfer this Note to: ---------------------------------- (Insert assignee's legal name) - -------------------------------------------------------------------------------- (Insert assignee's soc. sec. or tax I.D. no.) - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Print or type assignee's name, address and zip code) and irrevocably appoint --------------------------------------------------------- to transfer this Note on the books of the Company. The agent may substitute another to act for him. Date: ----------------- Your Signature: ------------------------------------- (Sign exactly as your name appears on the face of this Note) Signature Guarantee*: --------------------------------- * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). OPTION OF HOLDER TO ELECT PURCHASE If you want to elect to have this Note purchased by the Company pursuant to Section 4.10 or 4.15 of the Indenture, check the appropriate box below: [ ] Section 4.10 [ ] Section 4.15 If you want to elect to have only part of the Note purchased by the Company pursuant to Section 4.10 or Section 4.15 of the Indenture, state the amount you elect to have purchased: $ ------------------------ Date: _______________ Your Signature: ------------------------------------ (Sign exactly as your name appears on the face of this Note) Tax Identification No.: ----------------------------- Signature Guarantee*: --------------------------- * Participant in a recognized Signature Guarantee Medallion Program (or other signature guarantor acceptable to the Trustee). SCHEDULE OF EXCHANGES OF INTERESTS IN THE GLOBAL NOTE The following exchanges of a part of this Global Note for an interest in another Global Note or for a Definitive Note, or exchanges of a part of another Global Note or Definitive Note for an interest in this Global Note, have been made:
Principal Amount Amount of decrease Amount of increase in of this Global Note Signature of in Principal Amount Principal Amount following such authorized officer of of decrease of Trustee or Date of Exchange this Global Note this Global Note (or increase) Custodian ---------------- ---------------- ---------------- ------------- ---------
EX-4.12 4 file003.txt SUBSIDIARY GUARANTEE SUBSIDIARY GUARANTEE For value received, each Guarantor (which term includes any successor Person under the Indenture) has, jointly and severally, unconditionally guaranteed, to the extent set forth in the Indenture and subject to the provisions in the Indenture, dated as of April 24, 2002, as amended or supplemented (the "Indenture"), among Jarden Corporation, a Delaware corporation (the "Company"), the Guarantors named therein and The Bank of New York, as trustee (the "Trustee"), (a) the due and punctual payment of the principal of, premium and liquidated damages, if any, and interest on the Notes (as defined in the Indenture), whether at maturity, by acceleration, redemption or otherwise, the due and punctual payment of interest on overdue principal of and interest on the Notes, if any, if lawful, and the due and punctual performance of all other obligations of the Company to the Holders or the Trustee all in accordance with the terms of the Indenture, and (b) in case of any extension of time of payment or renewal of any Notes or any of such other obligations, that the same will be promptly paid in full when due or performed in accordance with the terms of the extension or renewal, whether at stated maturity, by acceleration or otherwise. The obligations of the Guarantors to the Holders of the Notes and to the Trustee pursuant to the Subsidiary Guarantee and the Indenture are expressly set forth in Article 11 of the Indenture and reference is hereby made to the Indenture for the precise terms of the Subsidiary Guarantee. Each Holder of a Note, by accepting the same, (a) agrees to and shall be bound by such provisions, (b) authorizes and directs the Trustee, on behalf of such Holder, to take such action as may be necessary or appropriate to effectuate the subordination as provided in the Indenture, and (c) appoints the Trustee attorney-in-fact of such Holder for such purpose; provided, however, that the Indebtedness evidenced by this Subsidiary Guarantee shall cease to be so subordinated and subject in right of payment upon any defeasance of the Notes in accordance with the provisions of the Indenture. [SIGNATURE PAGES FOLLOW] IN WITNESS WHEREOF, the undersigned have executed this Subsidiary Guarantee as of the __ day of _______________, 2003.
ALLTRISTA NEWCO ALLTRISTA PLASTICS CORPORATION CORPORATION By:__________________________ By:__________________________ Name: Desiree DeStefano Name: Desiree DeStefano Title: Vice President Title: Vice President ALLTRISTA ZINC PRODUCTS, L.P. HEARTHMARK, LLC By: Alltrista Newco Corporation, its General Partner By: Quoin, LLC, its Sole Member By: Jarden Corporation, its Sole By:__________________________ Member Name: Desiree DeStefano Title: Vice President By:__________________________ Name: Desiree DeStefano Title: Senior Vice President QUOIN, LLC TILIA, INC. By: Jarden Corporation, it Sole Member By:__________________________ Name: Desiree DeStefano By: __________________________ Title: Vice President Name: Desiree DeStefano Title: Vice President TILIA DIRECT, INC. TILIA INTERNATIONAL, INC. By:__________________________ By:__________________________ Name: Desiree DeStefano Name: Desiree DeStefano Title: Vice President Title: Vice President TUPPER LAKE PLASTICS, O.W.D. INCORPORATED INCORPORATED By: __________________________ By: __________________________ Name: Desiree DeStefano Name: Desiree DeStefano Tile: Vice President Title: Vice President LEHIGH CONSUMER PRODUCTS X PROPERTIES, LLC CORPORATION By: Quoin, LLC, its Sole Member By: Jarden Corporation, its Sole By: __________________________ Member Name: Desiree DeStefano Title: Vice President By: __________________________ Name: Desiree DeStefano Title: Senior Vice President
EX-5.1 5 file004.txt OPINION AND KANE KESSLER, P.C. [KANE KESSLER, P.C. LETTERHEAD] 1350 AVENUE OF THE AMERICAS NEW YORK, NY 10019 October 1, 2003 Jarden Corporation 555 Theodore Fremd Avenue Rye, New York 10580 Re: Registration Statement on Form S-4 of Jarden Corporation Ladies and Gentlemen: We have acted as special counsel to Jarden Corporation, a Delaware corporation (the "Company"), and the Subsidiary Guarantors (as defined below) in connection with the preparation of the Registration Statement on Form S-4 (the "Registration Statement") filed on the date hereof on behalf of the Company and the Subsidiary Guarantors with the Securities and Exchange Commission (the "Commission") relating to the Company's offer to exchange $30 million aggregate principal amount of its 9 3/4% Senior Subordinated Notes due 2012 (the "New Notes"), which is being registered under the Securities Act of 1933, as amended (the "Securities Act"), for its outstanding 9 3/4% Senior Subordinated Notes due 2012, which were registered under the Securities Act by a Registration Statement on Form S-3 (Registration No. 333-102387) (the "Old Notes"), all as more fully described in the Registration Statement. The New Notes will be issued under the Indenture, dated as of April 24, 2002, as supplemented by the First Supplemental Indenture dated as of May 7, 2003, as further supplemented by the Second Supplemental Indenture dated as of May 28, 2003, and as further supplemented by the Third Supplemental Indenture dated as of September 25, 2003 (collectively, the "April 2002 Indenture"), among the Company, the Subsidiary Guarantors and The Bank of New York, as trustee (the "Trustee"). The Old Notes were issued under the Indenture, dated as of January 29, 2003, as supplemented by the First Supplemental Indenture dated as of May 8, 2003, as further supplemented by the Second Supplemental Indenture dated as of May 28, 2003, as further supplemented by the Third Supplemental Indenture dated as of August 28, 2003 and as further supplemented by the Fourth Supplemental Indenture dated as of September 25, 2003 Jarden Corporation October 1, 2003 Page 2 (collectively, the "January 2003 Indenture"), among the Company, the Subsidiary Guarantors and The Bank of New York. Capitalized terms used herein and not otherwise defined shall have the meanings assigned to such terms in the prospectus (the "Prospectus") contained in the Registration Statement. Alltrista Newco Corporation, Alltrista Plastics Corporation, Alltrista Zinc Products, L.P., Hearthmark, LLC, Quoin, LLC, Tilia, Inc., Tilia Direct, Inc., Tilia International, Inc., O.W.D. Incorporated, Tupper Lake Plastics, Incorporated, X Properties, LLC and Lehigh Consumer Products Corporation are collectively referred to as the "Subsidiary Guarantors," and the guarantees by the Subsidiary Guarantors with respect to the New Notes are collectively referred to as the "Guarantees." In connection with this opinion letter, we have examined and are familiar with originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement, in the form to be filed with the Commission as of the date hereof; (ii) the certificate of incorporation, the certificate of limited partnership or the certificate of formation, as the case may be, as currently in effect, of the Company and each of the Subsidiary Guarantors; (iii) the By-laws, operating agreements or the agreement of limited partnership, as the case may be, as currently in effect, of the Company and each of the Subsidiary Guarantors; (iv) the April 2002 Indenture and the January 2003 Indenture; (v) the form of the Old Notes and the New Notes; (vi) the form of the Guarantees; (vii) resolutions of the Board of Directors of the Company and the Board of Directors, the managing members or the partners, as the case may be, of each of the Subsidiary Guarantors relating to, among other things, the issuance and exchange of the New Notes for the Old Notes and the filing of the Registration Statement; and (viii) records of certain of the Company's and Subsidiary Guarantors' corporate proceedings as reflected in their respective minute books and other records and documents that we have deemed necessary for purposes of this opinion. We also have examined and relied upon such other documents, corporate records, certificates, instruments and other information, as we have deemed necessary or appropriate as a basis for the opinions set forth below. We have also assumed, with respect to any court of a jurisdiction other than New York that may rule on an issue, the choice of New York law as the proper law to govern the New Notes will be, where applicable, given effect by the courts of any jurisdiction other than New York, and applied by such courts in proceedings relating to the New Notes and the April 2002 Indenture. In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, the authenticity of the originals of such latter documents, and the financial condition of the Subsidiary Guarantors at all relevant times will be such as will permit the authorization, execution and performance of the Guarantees under applicable law. As to certain facts material to this opinion, we have relied without independent verification upon oral or written statements Jarden Corporation October 1, 2003 Page 3 and representations of officers and other representatives of the Company and the Subsidiary Guarantors, public officials and others. Based upon and subject to the foregoing and the statements contained herein, we are of the opinion that: 1. The issuance and exchange of the New Notes for the Old Notes has been duly authorized by requisite corporate action on the part of the Company. 2. When (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), shall have become effective under the Securities Act, (ii) the New Notes are duly executed and authenticated in accordance with the provisions of the April 2002 Indenture, and (iii) the New Notes and the new Guarantees shall have been issued and delivered in exchange for the Old Notes and the old Guarantees pursuant to the terms set forth in the Prospectus, the New Notes and the new Guarantees will be the valid and binding obligation of the Company and the Subsidiary Guarantors, as the case may be, entitled to the benefits of the April 2002 Indenture and enforceable against the Company and the Subsidiary Guarantors, as the case may be, in accordance with their terms, except to the extent that the enforceability thereof may be limited by (x) bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium or other similar laws now or hereafter in effect relating to creditors' rights generally and (y) general principles of equity (regardless of whether enforceability is considered in a proceeding at law or in equity). We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading "Legal Matters" in the Prospectus which forms a part thereof. In giving this consent, we do not admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder. Jarden Corporation October 1, 2003 Page 4 We are qualified to practice law in the State of New York and do not purport to be experts on, or to express any opinion herein concerning any law, other than the laws of the State of New York and the General Corporation Law of the State of Delaware. In rendering the opinions expressed herein, we have relied on matters relating to (i) Indiana law on the opinion of Ice Miller, subject to the assumptions and qualifications contained therein, a copy of which is attached hereto as Exhibit A, with respect to Alltrista Newco Corporation, an Indiana corporation, Alltrista Plastics Corporation, an Indiana corporation, and Alltrista Zinc Products, L.P., an Indiana limited partnership; and (ii) Pennsylvania law on the opinion of Kirkpatrick & Lockhart LLP, subject to the assumptions and qualifications contained therein, a copy of which is attached hereto as Exhibit B, with respect to Lehigh Consumer Products Corporation, a Pennsylvania corporation. We express no opinion as to the application of the securities or blue sky laws of the various states to the issuance or exchange of the New Notes. This opinion letter is limited to the specific legal maters expressly set forth herein, and no opinion is expressed or implied with respect to any matter not expressly stated herein. This letter speaks only as of the date hereof and is limited to present statutes, regulations and administrative and judicial interpretations. Very truly yours, /s/ KANE KESSLER, P.C. EXHIBIT A [ICE MILLER LETTERHEAD] ONE AMERICAN SQUARE, BOX 82001 INDIANAPOLIS, IN 46282-0002 October 1, 2003 Jarden Corporation 555 Theodore Fremd Avenue Rye, New York 10580 Kane Kessler, P.C. 1350 Avenue of the Americas New York, New York 10019 Re: Registration Statement on Form S-4 of Jarden Corporation Ladies and Gentlemen: We have acted as special Indiana counsel to Jarden Corporation, a Delaware corporation formerly known as Alltrista Corporation (the "Company"), and each of Alltrista Newco Corporation, an Indiana corporation, Alltrista Plastics Corporation, an Indiana corporation, and Alltrista Zinc Products, L.P., an Indiana limited partnership (collectively, the "Indiana Guarantors" and individually an "Indiana Guarantor"), in connection with the Registration Statement on Form S-4, as amended to the date hereof (the "Registration Statement"), filed on behalf of the Company and the Guarantors (as defined below) with the Securities and Exchange Commission relating to the Company's offer to exchange $30 million aggregate principal amount of its 9 3/4% Senior Subordinated Notes due 2012 (the "New Notes") which are being registered under the Securities Act of 1933, as amended (the "Securities Act"), for its outstanding 9 3/4% Senior Subordinated Notes due 2012 (the "Old Notes") which also were registered under the Securities Act, all as more fully described in the Registration Statement. The New Notes will be issued under the Company's Indenture dated as of April 24, 2002, as amended and supplemented (the "Indenture"), among the Company, the Guarantors (as defined in the Indenture), including the Indiana Guarantors, and The Bank of New York, as trustee (the "Trustee"). Capitalized terms not otherwise defined herein shall have the respective meaning assigned to such terms in the prospectus contained in the Registration Statement. The guarantees by the Indiana Guarantors under the Indenture with respect to the New Notes are collectively referred to herein as the "Guarantees." Jarden Corporation Kane Kessler, P.C. October 1, 2003 Page 2 Except as described in this letter, we are not generally familiar with the Indiana Guarantors' businesses, records, transactions, or activities. Our knowledge of their businesses, records, transactions, and activities is limited to the information that is set forth below and on Exhibit A and that otherwise has been brought to our attention by certificates executed and delivered to us by officers of the Indiana Guarantors in connection with this opinion letter. We have examined copies, certified or otherwise identified to our satisfaction, of the Indenture and the documents listed in the attached Exhibit A, which is made a part hereof. For the purposes of this opinion, the documents listed in Exhibit A are hereinafter referred to collectively as the "Authorization Documents." In rendering our opinion, we also have examined such certificates of public officials, organizational documents and records and other certificates and instruments as we have deemed necessary for the purposes of the opinion herein expressed and, with your permission, have relied upon and assumed the accuracy of such certificates, documents, records and instruments. We have made such examination of the laws of the State of Indiana as we deemed relevant for purposes of this opinion, but we have not made a review of, and express no opinion concerning, the laws of any jurisdiction other than the State of Indiana. We have relied upon and assumed the truth and accuracy of the representations, certifications and warranties made in the Authorization Documents, and have not made any independent investigation or verification of any factual matters stated or represented therein. Except to the extent expressly set forth herein, we have not undertaken any independent investigation to determine the existence or absence of such facts or circumstances or the assumed facts set forth herein, we accept no responsibility to make any such investigation, and no inference as to our knowledge of the existence or absence of such facts or circumstances or of our having made any independent review thereof should be drawn from our representation of the Indiana Guarantors. Our representation of the Indiana Guarantors is limited to the Jarden Corporation Kane Kessler, P.C. October 1, 2003 Page 3 transactions contemplated by the Registration Statement and other matters specifically referred to us by the Indiana Guarantors. In rendering this opinion letter to you, we have assumed with your permission: (a) The genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies, and the authenticity of the originals of such copies. (b) The respective factual representations, statements and warranties of the Indiana Guarantors in the Guarantees and the Authorization Documents, and in the other documents that we have reviewed, and upon which we have relied, are accurate, complete and truthful. (c) All official public records (including their proper indexing and filing) furnished to or obtained by us, electronically or otherwise, are accurate, complete and authentic. (d) The corporate records or other organizational records of each Indiana Guarantor provided to us are accurate and complete. (e) The financial condition of the Indiana Guarantors at all relevant times will be such as will permit the authorization, execution and performance of the Guarantees under Ind. Code 23-1-28. Based on the foregoing and upon such investigation as we have deemed necessary, and subject to the assumptions, qualifications, exceptions and limitations set forth herein, we are of the opinion that: 1. Each of Alltrista Plastics Corporation and Alltrista Newco Corporation is a corporation incorporated and validly existing under the law of the State of Indiana, for which the most Jarden Corporation Kane Kessler, P.C. October 1, 2003 Page 4 recent required biennial report has been filed with the Indiana Secretary of State and no Articles of Dissolution appear as filed in the Indiana Secretary of State's records. Alltrista Zinc Products, L.P. is a limited partnership validly existing under the law of the State of Indiana for which no certificate of cancellation appears as filed in the Secretary of State's records. 2. Each Indiana Guarantor, other than Alltrista Zinc Products, L.P., has all requisite corporate power and corporate authority, under Indiana law to own and operate its properties and carry on its business as now conducted, to perform its obligations under the Guarantees. Alltrista Zinc Products, L.P. has all requisite limited partnership power and limited partnership authority under Indiana law to own and operate its properties and carry on its business as now conducted and to perform its obligations under its Guarantee. 3. The execution and delivery of the Guarantees by the Indiana Guarantors and the performance of each Indiana Guarantor's obligations under the Guarantees have been duly authorized by all requisite corporate or limited partnership action on the part of such Indiana Guarantor. The opinions expressed herein are matters of professional judgment, are not a guarantee of result and are effective only as of the date hereof. We do not undertake to advise you of any matter within the scope of this letter that comes to our attention after the date of this letter and disclaim any responsibility to advise you of any future changes in law or fact that may affect the opinions set forth herein. We express no opinion other than as hereinbefore expressly set forth. No expansion of the opinions expressed herein may or should be made by implication or otherwise. We are informed that you are relying on this opinion letter in connection with Kane Kessler, P.C.'s opinion letter to the Company and the Company's offer to exchange the New Notes for the Old Notes and the registration of the New Notes under the Securities Act. Jarden Corporation Kane Kessler, P.C. October 1, 2003 Page 5 The foregoing opinion shall not be relied upon for any other purpose. Very truly yours, /s/ Ice Miller EXHIBIT A LIST OF DOCUMENTS REVIEWED 1. Certificate of Existence for each of the Indiana Guarantors issued by the Indiana Secretary of State, each dated September 26, 2003. 2. Articles of Incorporation of Alltrista Newco Corporation and Alltrista Plastics Corporation, as certified by the Indiana Secretary of State on August 22, 2003, to be a true and complete copy of the Articles of Incorporation of Alltrista Newco Corporation and Alltrista Plastics Corporation, respectively, as amended, and as further certified by an authorized officer of Alltrista Newco Corporation and Alltrista Plastics Corporation as of October 1, 2003, to be a true, current and complete copy thereof. 3. Bylaws of Alltrista Newco Corporation and Alltrista Plastics Corporation, as certified by an authorized officer of Alltrista Newco Corporation and Alltrista Plastics Corporation as of October 1, 2003, to be a true and complete copy of the Bylaws of Alltrista Newco Corporation and Alltrista Plastics Corporation, respectively. 4. Certificate of Limited Partnership of Alltrista Zinc Products, L.P., as certified by the Indiana Secretary of State on August 22, 2003, to be a true and complete copy of the Certificate of Limited Partnership of Alltrista Zinc Products, L.P., as amended, and as further certified by an authorized officer of Alltrista Zinc Products, L.P. as of October 1, 2003, to be a true and complete copy thereof. 5. Partnership Agreement of Alltrista Zinc Products, L.P., as certified by an authorized officer of Alltrista Zinc Products, L.P. as of October 1, 2003, to be a true and complete copy of the Partnership Agreement of Alltrista Zinc Products, L.P. 6. Resolutions of the Board of Directors of Alltrista Newco Corporation and Alltrista Plastics Corporation, respectively, as certified by an authorized officer of Alltrista Newco Corporation and Alltrista Plastics Corporation as of October 1, 2003. 7. Resolutions of the partners of Alltrista Zinc Products, L.P., as certified by an authorized officer of Alltrista Zinc Products, L.P. as of October 1, 2003. 8. Officers' Certificate of the Indiana Guarantors dated October 1, 2003, as to certain factual matters. EXHIBIT B [KIRKPATRICK & LOCKHART LLP LETTERHEAD] HENRY W. OLIVER BUILDING 535 SMITHFIELD STREET PITTSBURGH, PA 15222-2312 October 1, 2003 Jarden Corporation 555 Theodore Fremd Avenue Rye, New York 10580 Kane Kessler, P.C. 1350 Avenue of the Americas New York, New York 10019-4896 RE: REGISTRATION STATEMENT ON FORM S-4 OF JARDEN CORPORATION Ladies and Gentlemen: We have acted as special Pennsylvania counsel to Lehigh Consumer Products Corporation, a Pennsylvania corporation ("LEHIGH"), in connection with the offer by Jarden Corporation, a Delaware corporation formerly known as Alltrista Corporation (the "COMPANY"), to exchange $30,000,000 aggregate principal amount of its 9 3/4% Senior Subordinated Notes Due 2012 (the "NEW NOTES"), which are in the process of being registered under the Securities Act of 1933, as amended (the "SECURITIES ACT"), for its outstanding 9 3/4% Senior Subordinated Notes Due 2012 (the "OLD NOTES"), which have been registered under the Securities Act, all as more fully described in the Registration Statement on Form S-4, which will be filed with the Securities and Exchange Commission (the "COMMISSION") on or about October 1, 2003 under the Securities Act (the "REGISTRATION STATEMENT"), including the final Prospectus relating to that Registration Statement (the "PROSPECTUS"). The New Notes will be issued under the Company's Indenture dated as of April 24, 2002, as supplemented by the First Supplemental Indenture dated as of May 7, 2003, as further supplemented by the Second Supplemental Indenture dated as of May 28, 2003, and as further supplemented by the Third Supplemental Indenure dated as of September 25, 2003 (the "THIRD SUPPLEMENT"), Jarden Corporation Kane Kessler, P.C. October 1, 2003 Page 2 among the Company, the guarantors named therein, including Lehigh, and The Bank of New York, as trustee (as supplemented, the "INDENTURE"). The Old Notes were issued pursuant to an Indenture, dated as of January 29, 2003, as supplemented by the First Supplemental Indenture dated as of May 8, 2003, as further supplemented by the Second Supplemental Indenture dated as of May 28, 2003, as further supplemented by the Third Supplemental Indenture dated as of August 28, 2003, and as further supplemented by the Fourth Supplemental Indenture dated as of September 25, 2003, among the Company, the guarantors named therein, including Lehigh, and the Bank of New York, as trustee. We have also been provided an executed Unanimous Written Consent of the Board of Directors of Lehigh dated September 30, 2003 relating to the Third Supplement, the exchange offer contemplated by the Registration Statement, and related matters (the "Consent"), and a form of Subsidiary Guarantee attached as Exhibit A thereto, which relates to Lehigh's guaranty of the Company's obligations under the Indenture (the "SUBSIDIARY GUARANTEE"). Our representation has been limited to the preparation of this opinion letter, which we are delivering to you at the request of Lehigh. In connection with rendering the opinions set forth below, we have examined the Indenture (including the Third Supplement), Lehigh's Articles of Incorporation and By-laws, the Subsidiary Guarantee, and the Consent, and we have made such other investigation as we have deemed appropriate. As more fully described in numbered paragraph 1 below, we have examined and relied on information provided on the website maintained by the Pennsylvania Department of State Corporation Bureau. We have not independently established any of the facts so relied on. For the purposes of this opinion letter we have assumed that each document submitted to us is accurate and complete, that each such document that is an original is authentic, that each such document that is a copy conforms to an authentic original, and that all signatures on each such document are genuine. We have further assumed that the corporate and organizational records of Lehigh provided to us are accurate and complete. We have not verified any of those assumptions. Jarden Corporation Kane Kessler, P.C. October 1, 2003 Page 3 We have not independently verified any information, including financial, accounting, or statistical information, included or incorporated by reference in the Registration Statement or the Prospectus. The opinions expressed in this opinion letter are limited to the laws of the Commonwealth of Pennsylvania. We are not opining on specialized laws that are not customarily covered in opinion letters of this kind, such as tax, insolvency, antitrust, pension, employee benefit, fraudulent transfer, environmental, banking, insurance, or securities laws. Based upon and subject to the foregoing, and the additional qualifications and other matters set forth below, it is our opinion that: 1. Lehigh is a corporation incorporated under the laws of the Commonwealth of Pennsylvania. Solely based on and in reliance on the "Entity Details" regarding Lehigh provided on the website maintained by the Pennsylvania Department of State Corporation Bureau on the date hereof, Lehigh is presently subsisting under the laws of the Commonwealth of Pennsylvania. We note that such "Entity Details" may not reflect recent submissions to the Corporation Bureau. 2. Lehigh has the corporate power to own, lease, and operate its properties, and to conduct its business, as described in the Registration Statement. Lehigh has the corporate power to perform its obligations under the Subsidiary Guarantee and the Third Supplement. 3. Lehigh has taken all corporate action necessary to authorize the execution and delivery of, and performance of its obligations under, the Subsidiary Guarantee and the Third Supplement. We are furnishing this opinion letter to you solely in connection with the transaction mentioned above. You may not rely on this opinion letter in any other connection, and it may not be relied upon by any other person other than the addressees hereof. The foregoing opinions are rendered as of the date of this letter. We assume no obligation to update or supplement any of such opinions to reflect any changes of law or fact that may occur. Very truly yours, /s/ Kirkpatrick & Lockhart LLP EX-12.1 6 file005.txt COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES JARDEN CORPORATION COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
------------------------------------------------------------------ FOR THE SIX MONTHS ENDED FOR THE YEAR ENDED DECEMBER 31, JUNE 30, ------------------------------------------------------------------ ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL ACTUAL 1998 1999 2000 2001 2002 2003 ---------- -------- -------- --------- ------- -------- Earnings: Net income (loss) $15.7 $29.2 $4.9 $(85.4) $36.3 $14.2 Plus: Income tax provision (benefit) 10.8 19.5 2.4 (40.4) 16.2 9.1 Minority interest in gain (loss) of consolidated subsidiary - - (0.3) 0.2 - - Extraordinary loss from early extinguishment of debt (net of income taxes) - 1.0 - - - - Fixed Charges 2.3 9.6 13.3 13.4 14.3 8.7 ---------- -------- -------- --------- ------- -------- Numerator - earnings available for fixed charges $28.8 $59.3 $20.3 $(112.2) $66.8 $32.0 ========== ======== ======== ========= ======= ======== Fixed charges: Interest component of rental expense $ 0.5 $ 1.2 $1.4 $1.6 $1.7 $0.5 Interest expense 1.8 8.4 11.9 11.8 12.6 8.2 ---------- -------- -------- --------- ------- -------- Denominator - fixed charges $ 2.3 $ 9.6 $13.3 $13.4 $14.3 $8.7 ========== ======== ======== ========= ======= ======== Ratio of earnings to fixed charges 12.4 6.2 1.5 N/M* 4.7 3.7 ========== ======== ======== ========= ======= ======== * Not meaningful.
EX-21.1 7 file006.txt LIST OF SUBSIDIARIES JARDEN CORPORATION SUBSIDIARIES 1. Alltrista Limited, a Canadian company 2. Alltrista Newco Corporation, an Indiana corporation 3. Alltrista Plastics Corporation, an Indiana corporation 4. Alltrista Zinc Products, L.P., an Indiana limited partnership 5. Bernardin, Limited, a Canadian company 6. Desarrollo Industrial Fitec S.A. de C.V., a Mexican company 7. Hearthmark, LLC, a Delaware limited liability company 8. Lehigh Consumer Products Corporation, a Pennsylvania corporation 9. O.W.D., Incorporated, a New York corporation 10. Quoin, LLC, a Delaware limited liability company 11. Tilia, Inc., a Delaware corporation 12. Tilia Direct, Inc., a Delaware corporation 13. Tilia International, Inc., a Delaware corporation 14. TriEnda Corporation, an Indiana corporation 15. Tupper Lake Plastics, Incorporated, a New York corporation 16. Unimark Plastics Limited, a United Kingdom company (Wales) 17. X Properties, LLC, a Delaware limited liability company EX-23.1 8 file007.txt CONSENT OF INDEPENDENT AUDITORS CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the registration statement (Form S-4) and related Prospectus of Jarden Corporation and subsidiaries ("the Company") for the registration of an offer to exchange $30,000,000 principal amount of the Company's 9 3/4% senior subordinated notes due 2012 and to the incorporation by reference therein of our report dated January 30, 2003, with respect to the consolidated financial statements and schedule of Jarden Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended December 31, 2002, filed with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York September 30, 2003 CONSENT OF INDEPENDENT AUDITORS We consent to the reference to our firm under the caption "Experts" in the registration statement (Form S-4) and related Prospectus of Jarden Corporation and subsidiaries ("the Company") for the registration of an offer to exchange $30,000,000 principal amount of the Company's 9 3/4% senior subordinated notes due 2012 and to the incorporation by reference therein of our report dated February 7, 2003, with respect to the consolidated financial statements and schedule of Diamond Brands International, Inc. and its subsidiaries included in the Company's Current Report on Form 8-K/A filed on March 7, 2003 with the Securities and Exchange Commission. /s/ Ernst & Young LLP New York, New York September 30, 2003 EX-23.2 9 file008.txt CONSENT OF INDEPENDENT ACCOUNTANTS CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-4 of Jarden Corporation of our report dated April 17, 2003, except as to the Subsequent Event described in Note 11 which is as of September 2, 2003, relating to the financial statements of Lehigh Consumer Products Corporation as of December 31, 2002 and for the year then ended, which is incorporated by reference in Form S-8 (No. 33-60622) dated March 31, 1993, Registration Statement on Form S-8 (No. 33-60730) dated March 31, 1993, Registration Statement on Form S-8 (No. 333-27459) dated May 20, 1997, Registration Statement on Form S-8 (No. 333-27461) dated May 20, 1997, Registration Statement on Form S-8 (No. 333-67033) dated November 10, 1998, Registration Statement on Form S-8 (No. 333-87996) dated May 10, 2002, Registration Statement on Form S-4/A (No. 333-89862) dated October 24, 2002, Registration Statement on Form S-3/A (No. 333-102387) dated January 29. 2003, and Registration Statement on Form S-8 (No. 333-105081) dated May 8, 2003, and which appear in the Current Report on Form 8-K dated September 5, 2003. We also consent to the reference to us under the heading "Experts" in such Registration Statement. /s/ PricewaterhouseCoopers LLP Philadelphia, Pennsylvania October 1, 2003 EX-25.1 10 file009.txt FORM T-1 = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = FORM T-1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2) |__| --------------------------- THE BANK OF NEW YORK (Exact name of trustee as specified in its charter)
New York 13-5160382 (State of incorporation (I.R.S. employer if not a U.S. national bank) identification no.) One Wall Street, New York, N.Y. 10286 (Address of principal executive offices) (Zip code)
--------------------------- JARDEN CORPORATION (Exact name of obligor as specified in its charter)
Delaware 35-1828377 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Alltrista Newco Corporation (Exact name of obligor as specified in its charter)
Indiana 35-2000581 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Alltrista Plastics Corporation (Exact name of obligor as specified in its charter)
Indiana 35-2000584 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Alltrista Zinc Products, L.P. (Exact name of obligor as specified in its charter)
Indiana 35-2000583 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Hearthmark, LLC (Exact name of obligor as specified in its charter)
Delaware 35-2000585 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Quoin, LLC (Exact name of obligor as specified in its charter)
Delaware 88-0374612 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Tilia, Inc. (Exact name of obligor as specified in its charter)
Delaware 36-4491807 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
- 2 - Tilia Direct, Inc. (Exact name of obligor as specified in its charter)
Delaware 37-1424484 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Tilia International, Inc. (Exact name of obligor as specified in its charter)
Delaware 38-3645648 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
TriEnda Corporation (Exact name of obligor as specified in its charter)
Indiana 35-2071043 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
O.W.D. Incorporated (Exact name of obligor as specified in its charter)
New York 16-0875905 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Tupper Lake Plastics, Incorporated (Exact name of obligor as specified in its charter)
New York 14-1723483 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
- 3 - X Properties, LLC (Exact name of obligor as specified in its charter)
Delaware 82-0582251 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
Lehigh Consumer Products Corporation (Exact name of obligor as specified in its charter)
Pennsylvania 23-2936885 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.)
555 Theodore Fremd Avenue Rye, New York 10580 (Address of principal executive offices) (Zip code)
--------------------------- 9 3/4% Senior Subordinated Notes due 2012 (Title of the indenture securities) = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = = - 4 - 1. GENERAL INFORMATION. FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE: (A) NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISING AUTHORITY TO WHICH IT IS SUBJECT.
- ------------------------------------------------------------------------------------------------------------- Name Address - ---------------------------------------------------------------- -------------------------------------------- Superintendent of Banks of the State of New York 2 Rector Street, New York, N.Y. 10006, and Albany, N.Y. 12203 Federal Reserve Bank of New York 33 Liberty Plaza, New York, N.Y. 10045 Federal Deposit Insurance Corporation Washington, D.C. 20429 New York Clearing House Association New York, New York 10005
(B) WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS. Yes. 2. AFFILIATIONS WITH OBLIGOR. IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION. None. 16. LIST OF EXHIBITS. EXHIBITS IDENTIFIED IN PARENTHESES BELOW, ON FILE WITH THE COMMISSION, ARE INCORPORATED HEREIN BY REFERENCE AS AN EXHIBIT HERETO, PURSUANT TO RULE 7A-29 UNDER THE TRUST INDENTURE ACT OF 1939 (THE "ACT") AND 17 C.F.R. 229.10(D). 1. A copy of the Organization Certificate of The Bank of New York (formerly Irving Trust Company) as now in effect, which contains the authority to commence business and a grant of powers to exercise corporate trust powers. (Exhibit 1 to Amendment No. 1 to Form T-1 filed with Registration Statement No. 33-6215, Exhibits 1a and 1b to Form T-1 filed with Registration Statement No. 33-21672 and Exhibit 1 to Form T-1 filed with Registration Statement No. 33-29637.) 4. A copy of the existing By-laws of the Trustee. (Exhibit 4 to Form T-1 filed with Registration Statement No. 33-31019.) 6. The consent of the Trustee required by Section 321(b) of the Act. (Exhibit 6 to Form T-1 filed with Registration Statement No. 33-44051.) - 5 - 7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority. - 6 - SIGNATURE Pursuant to the requirements of the Act, the Trustee, The Bank of New York, a corporation organized and existing under the laws of the State of New York, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in The City of New York, and State of New York, on the 26th day of September, 2003. THE BANK OF NEW YORK By: /S/ STACEY POINDEXTER ---------------------------- Name: STACEY POINDEXTER Title: ASSISTANT TREASURER EXHIBIT 7 --------- - -------------------------------------------------------------------------------- Consolidated Report of Condition of THE BANK OF NEW YORK of One Wall Street, New York, N.Y. 10286 And Foreign and Domestic Subsidiaries, a member of the Federal Reserve System, at the close of business June 30, 2003, published in accordance with a call made by the Federal Reserve Bank of this District pursuant to the provisions of the Federal Reserve Act.
Dollar Amounts In Thousands ASSETS Cash and balances due from depository institutions: Noninterest-bearing balances and currency and coin.. $4,257,371 Interest-bearing balances........................... 6,048,782 Securities: Held-to-maturity securities......................... 373,479 Available-for-sale securities....................... 18,918,169 Federal funds sold in domestic offices................. 6,689,000 Securities purchased under agreements to resell........ 5,293,789 Loans and lease financing receivables: Loans and leases held for sale...................... 616,186 Loans and leases, net of unearned income............ 38,342,282 LESS: Allowance for loan and lease losses........... 819,982 Loans and leases, net of unearned income and allowance......................................... 37,522,300 Trading Assets......................................... 5,741,193 Premises and fixed assets (including capitalized leases)........................................... 958,273 Other real estate owned................................ 441 Investments in unconsolidated subsidiaries and associated companies.............................. 257,626 Customers' liability to this bank on acceptances outstanding....................................... 159,995 Intangible assets...................................... Goodwill............................................ 2,554,921 Other intangible assets............................. 805,938 Other assets........................................... 6,285,971 ----------- Total assets........................................... $96,483,434 ============ LIABILITIES Deposits: In domestic offices................................. $37,264,787 Noninterest-bearing................................. 15,357,289 Interest-bearing.................................... 21,907,498 In foreign offices, Edge and Agreement subsidiaries, and IBFs......................................... 28,018,241 Noninterest-bearing................................. 1,026,601 Interest-bearing.................................... 26,991,640 Federal funds purchased in domestic offices............ 739,736 Securities sold under agreements to repurchase......... 465,594 Trading liabilities.................................... 2,456,565 Other borrowed money: (includes mortgage indebtedness under capitalized leases)............................................. 8,994,708 Bank's liability on acceptances executed and outstanding......................................... 163,277 Subordinated notes and debentures...................... 2,400,000 Other liabilities...................................... 7,446,726 ------------ Total liabilities...................................... $87,949,634 ============ Minority interest in consolidated subsidiaries......... 519,472 EQUITY CAPITAL Perpetual preferred stock and related surplus.......... 0 Common stock........................................... 1,135,284 Surplus................................................ 2,056,273 Retained earnings...................................... 4,694,161 Accumulated other comprehensive income................. 128,610 Other equity capital components........................ 0 - --------------------------------------------------------------- -------------------- Total equity capital................................... 8,014,328 ------------ Total liabilities minority interest and equity capital. $96,483,434 ============
I, Thomas J. Mastro, Senior Vice President and Comptroller of the above-named bank do hereby declare that this Report of Condition is true and correct to the best of my knowledge and belief. Thomas J. Mastro, Senior Vice President and Comptroller We, the undersigned directors, attest to the correctness of this statement of resources and liabilities. We declare that it has been examined by us, and to the best of our knowledge and belief has been prepared in conformance with the instructions and is true and correct. ___ Thomas A. Renyi | Gerald L. Hassell | Alan R. Griffith | Directors ___ - -------------------------------------------------------------------------------- EX-99.1 11 file010.txt LETTER TO DTC PARTICIPANTS JARDEN CORPORATION OFFER TO EXCHANGE ALL OUTSTANDING 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT TO THE PROSPECTUS DATED [ ], 2003 To Depository Trust Company Participants: We are enclosing herewith the materials listed relating to the offer by Jarden Corporation (the "Company") to exchange up to $30,000,000 aggregate principal amount of the Company's 9-3/4% Senior Subordinated Notes due 2012 to be issued by the Company pursuant to an Indenture, dated as of April 24, 2002, as amended, among the Company, the guarantors named therein and The Bank of New York, pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for a corresponding principal amount of the Company's issued and outstanding 9-3/4% Senior Subordinated Notes due 2012 issued by the Company pursuant to an Indenture, dated as of January 29, 2003, as amended, among the Company, the guarantors named therein and The Bank of New York, and registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Old Notes"). The offering by the Company shall be made in accordance with the terms and subject to the conditions set forth in the Prospectus dated [ ], 2003 (the "Prospectus") of the Company and the related letter of transmittal (the "Letter of Transmittal"), in each case as amended or supplemented from time to time (which together constitute the "Exchange Offer"). Capitalized terms used but not defined herein have the meaning given to such terms in the Prospectus. Enclosed herewith are copes of the following documents: 1. Prospectus dated [________________________ ], 2003; 2. Letter of Transmittal; 3. Notice of Guaranteed Delivery; 4. Instruction to Book-Entry Transfer Participant from Owner; 5. Letter which may be sent to your clients for whose account you hold Old Notes in your name or in the name of your nominee, to accompany the instruction form referred to above, for obtaining such client's instruction with regard to the Exchange Offer. WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [_________________________________ ], 2003, UNLESS EXTENDED. The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. To participate in the Exchange Offer, a beneficial holder (a "Holder") of Old Notes must cause a DTC Participant to tender such Holder's Old Notes to the account of The Bank of New York (the "Exchange Agent") maintained at The Depository Trust Company ("DTC") for the benefit of the Exchange Agent through DTC's Automated Tender Offer Program ("ATOP"), including transmission of a computer-generated message that acknowledges and agrees, on behalf of the DTC Participant and the beneficial owners of tendered Old Notes, to be bound by the terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with respect to the Exchange Offer, the DTC Participant confirms, on behalf of itself and the beneficial owners of tendered Old Notes, all provisions of the Letter of Transmittal applicable to it and such beneficial owners as fully as if it had completed, executed and returned the Letter of Transmittal to the Exchange Agent. Pursuant to the Letter of Transmittal, each Holder of Old Notes will represent to the Company that (i) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company; (ii) it is not a broker-dealer tendering Old Notes acquired for its own account directly from the Company; (iii) any New Notes to be received by it will be acquired in the ordinary course of its business; and (iv) it is not engaged in, and does not intend to engage in, a distribution of such New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If a holder of Old Notes is engaged in or intends to engage in a distribution of New Notes or has any arrangement or understanding with respect to the distribution of New Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The enclosed Instruction to the Book-Entry Transfer Participant from Owner contains an authorization by the beneficial owners of the Old Notes for you to make the foregoing representations. The Company will not pay any fee or commission to any broker or dealer or to any other persons (other than the Exchange Agent) in connection with the solicitation of tenders of Old Notes pursuant to the Exchange Offer. Additional copies of the enclosed material may be obtained from The Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay Street - 7 East, New York, NY 10286, Attention: Diane Amoroso, Telephone No. (212) 815-3738, Facsimile No. (212) 298-1915. JARDEN CORPORATION By: --------------------- Name: Desiree DeStefano Title: Senior Vice President 2 NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE AGENT OF JARDEN CORPORATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY STATEMENT ON ITS BEHALF IN CONNECTION THE EXCHANGE OFFER OTHER THAN THE DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN. 3 EX-99.2 12 file011.txt LETTER OF TRANSMITTAL LETTER OF TRANSMITTAL JARDEN CORPORATION OFFER TO EXCHANGE ALL OUTSTANDING 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT TO THE PROSPECTUS DATED [ ], 2003 - -------------------------------------------------------------------------------- THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [___________________ ], 2003 OR SUCH LATER DATE AND TIME TO WHICH THE EXCHANGE OFFER MAY BE EXTENDED (THE "EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO THE EXPIRATION DATE. - -------------------------------------------------------------------------------- THE BANK OF NEW YORK
- ------------------------------------------ -------------------------------------- ------------------------------------- By Registered or Certified Mail: Facsimile Transmission Number By Hand/Overnight Delivery: - ------------------------------------------ -------------------------------------- ------------------------------------- The Bank of New York --------------- The Bank of New York Corporate Trust Operations Corporate Trust Operations Reorganization Unit Reorganization Unit 101 Barclay Street- 7 East 101 Barclay Street- 7 East New York, New York 10286 New York, New York 10286 Attn.: Diane Amoroso Attn.: Diane Amoroso - ------------------------------------------ -------------------------------------- -------------------------------------
For Information Call: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street- 7 East New York, New York 10286 Attn.: Diane Amoroso Telephone # (212) 815-3738 Fax # (212) 298-1915 Delivery of this letter of transmittal to an address other than as set forth above, or transmission of instructions via facsimile other than as set forth above, does not constitute a valid delivery. The undersigned acknowledges that the undersigned has received the Prospectus dated [ ], 2003 (as amended or supplemented from time to time, the "Prospectus"), of Jarden Corporation, a Delaware corporation (the "Company"), and this letter of transmittal (as amended or supplemented from time to time, the "Letter of Transmittal"), which together constitute the Company's offer (the "Exchange Offer") to exchange up to $30,000,000 aggregate principal amount of 9-3/4% Senior Subordinated Notes due 2012 (the "New Notes") of the Company, for an equal principal amount of the Company's issued and outstanding 9-3/4% Senior Subordinated Notes due 2012 (the "Old Notes"). The terms of the New Notes are substantially identical in all material respects (including principal amount, interest rate and maturity) to those of the Old Notes, except that the New Notes shall be issued under and governed by an Indenture, dated as of April 24, 2002, as amended (the "April 2002 Indenture"), among the Company, the guarantors named therein and The Bank of New York, as trustee, instead of an Indenture dated January 29, 2003, as amended (the "January 2003 Indenture"; together with the April 2002 Indenture, the "Indentures"), among the Company, the guarantors named therein and The Bank of New York, as trustee. The Indentures are substantially identical in their terms. THE INSTRUCTIONS CONTAINED HEREIN SHOULD BE READ CAREFULLY BEFORE THIS LETTER OF TRANSMITTAL IS COMPLETED. Capitalized terms used but not defined herein have the meanings given to such terms in the Prospectus. This Letter of Transmittal is to be completed by holders of Old Notes (a) if Old Notes are to be forwarded herewith or (b) if tenders of Old Notes are to be made by book-entry transfer to an account maintained by The Bank of New York (the "Exchange Agent") at The Depository Trust Company ("DTC") pursuant to the procedures set forth in the Prospectus under "The Exchange Offer-Procedures for Tendering". Delivery of this Letter of Transmittal and any other required documents should be made to the Exchange Agent. If a holder desires to tender Old Notes pursuant to the Exchange Offer but time will not permit this Letter of Transmittal, the certificates representing Old Notes or other required documents to reach the Exchange Agent on or before the Expiration Date, or the procedure for book-entry transfer cannot be completed on a timely basis, such holder may effect a tender of such Old Notes in accordance with the guaranteed delivery procedures set forth in the Prospectus under "Exchange Offer-Guaranteed Delivery Procedures". DELIVERY OF DOCUMENTS TO THE BOOK-ENTRY TRANSFER FACILITY DOES NOT CONSTITUTE DELIVERY TO THE EXCHANGE AGENT. NOTE: SIGNATURES MUST BE PROVIDED BELOW. PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY The undersigned has completed the appropriate boxes below and signed this Letter of Transmittal to indicate the action the undersigned desires to take with respect to the Exchange Offer. List below the Old Notes to which the Letter of Transmittal relates. If the space provided below is inadequate, the certificate numbers and principal amount of Old Notes should be listed on a separate schedule affixed hereto.
- -------------------------------------------------- --------------- ----------------- ----------------- --------------- DESCRIPTION OF OLD NOTES (1) (2) (3) (4) - -------------------------------------------------- --------------- ----------------- ----------------- --------------- Principal Amount of Old Notes Aggregate Tendered (if Principal less than Name(s) and Address(es) of Registered Holder(s) Certificate Maturity Date Amount of Old all)** (Please fill in, if blank) Number(s)* Notes - ---------------------------------------------------------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- ------------------------------------------------------------------- - --------------------------------------------------------------------------------------------------------------------
* Need not be completed if Old Notes are being tendered by book-entry holders. ** Old Notes may be tendered in whole or in part in integral multiples of $1,000. Unless this column is completed, a holder will be deemed to have tendered the full aggregate principal amount of the Old Notes represented by the Old Notes indicated in column 3. - -------------------------------------------------------------------------------- (BOXES BELOW TO BE CHECKED BY ELIGIBLE INSTITUTIONS ONLY) ( ) CHECK HERE IF TENDERED OLD NOTES ARE BEING DELIVERED BY BOOK-ENTRY TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH DTC AND COMPLETE THE FOLLOWING: Name of Tendering Institution: ----------------------------------------- Account Number: -------------------------------------------------------- Transaction Code Number: ----------------------------------------------- ( ) CHECK HERE AND ENCLOSE A PHOTOCOPY OF THE NOTICE OF GUARANTEED DELIVERY IF TENDERED OLD NOTES ARE BEING DELIVERED PURSUANT TO A NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND COMPLETE THE FOLLOWING: Name(s) of Registered Holder(s): ----------------------------------------- Window Ticket Number (if any): ----------------------------------------- Name of Eligible Institution that Guaranteed Delivery: ----------------- Date of Execution of Notice of Guaranteed Delivery: -------------------- If Guaranteed Delivery is to be made by Book-Entry Transfer: Name of Tendering Institution: -------------------------------------- Account Number: ---------------------- Transaction Code Number: -------------------- ( ) CHECK HERE IF TENDERED BY BOOK-ENTRY TRANSFER AND NON-EXCHANGED OLD NOTES ARE TO BE RETURNED BY CREDITING DTC ACCOUNT NUMBER SET FORTH ABOVE. ( ) CHECK HERE IF YOU ARE A BROKER-DEALER THAT ACQUIRED THE OLD NOTES FOR ITS OWN ACCOUNT AS A RESULT OF MARKET-MAKING OR OTHER TRADING ACTIVITIES AND WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO. Name: ------------------------------------------------------------------ Address: --------------------------------------------------------------- Ladies and Gentlemen: Upon the terms and subject to the conditions of the Exchange Offer, the undersigned hereby tenders to the Company the aggregate principal amount of Old Notes indicated above in exchange for a like aggregate principal amount of New Notes of the same maturity. Subject to, and effective upon, the acceptance for exchange of the Old Notes tendered hereby, the undersigned hereby exchanges, assigns and transfers to, or upon the order of, the Company all right, title and interest in and to such Old Notes. The undersigned hereby irrevocably constitutes and appoints the Exchange Agent its agent and attorney-in-fact (with full knowledge that the Exchange Agent also acts as the agent of the Company) with respect to the tendered Old Notes with the full power of substitution (such power of attorney being deemed to be an irrevocable power coupled with an interest), to (i) deliver certificates for such Old Notes to the Company and deliver all accompanying evidences of transfer and authenticity to, or upon the order of, the Company, (ii) present such Old Notes for transfer on the books of the Company, and (iii) receive all benefits and otherwise exercise all rights of beneficial ownership of such Old Notes, all in accordance with the terms of the Exchange Offer. The undersigned hereby represents and warrants that the undersigned has full power and authority to tender, exchange, assign and transfer the Old Notes tendered hereby and that, when the same are accepted for exchange, the Company will acquire good and unencumbered title thereto, free and clear of all liens, restrictions, charges and encumbrances and not subject to any adverse claims or proxies. The undersigned will, upon request, execute and deliver any additional documents deemed by the Exchange Agent or the Company to be necessary or desirable to complete the exchange, assignment and transfer of the Old Notes tendered hereby, and the undersigned will comply with its obligations under the Registration Rights Agreement. The undersigned has read and agreed to all of the terms of the Exchange Offer. The undersigned agrees that acceptance of any tendered Old Notes by the Company and the issuance of New Notes in exchange therefor will constitute performance in full by the Company of its obligations under the Registration Rights Agreement. The name(s) and address(es) of the registered holders of the Old Notes tendered hereby should be printed above, if they are not already set forth above, as they appear on the Old Notes. The certificate number(s) and the principal amount(s) of the Old Notes that the undersigned wishes to tender should be indicated in the appropriate boxes above. The undersigned also acknowledges that this Exchange Offer is being made in reliance on certain interpretive letters by the staff of the Securities and Exchange Commission (the "SEC") to third parties in unrelated transactions. On the basis thereof, the New Notes issued in exchange for the Old Notes pursuant to the Exchange Offer may be offered for resale, resold and otherwise transferred by holders thereof (other than any such holder that is an" affiliate" of the Company within the meaning of Rule 405 under the Securities Act) without compliance with the registration and prospectus delivery provisions of the Securities Act, provided that such New Notes are acquired in the ordinary course of such holders' business and such holders are not participating in, and have no arrangement or understanding with any person to participate in, the distribution of such New Notes. THE UNDERSIGNED ACKNOWLEDGES THAT ANY HOLDER OF OLD NOTES USING THE EXCHANGE OFFER TO PARTICIPATE IN A DISTRIBUTION OF THE NEW NOTES (I) CANNOT RELY ON THE POSITION OF THE STAFF OF THE COMMISSION ENUNCIATED IN ITS INTERPRETIVE LETTERS AND (II) MUST COMPLY WITH THE REGISTRATION AND PROSPECTUS DELIVERY REQUIREMENTS OF THE SECURITIES ACT IN CONNECTION WITH A SECONDARY RESALE TRANSACTION. If the undersigned is not a broker-dealer, the undersigned represents that it is not engaged in, and does not intend to engage in, a distribution of New Notes. If the undersigned is a broker-dealer that will receive New Notes for its own account in exchange for Old Notes that were acquired as a result of market-making activities or other trading activities, it acknowledges that it will deliver a prospectus in connection with any resale of such New Notes; however, by so acknowledging and by delivering a prospectus, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. The undersigned represents that (i) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company; (ii) it is not a broker-dealer tendering Old Notes acquired for its own account directly from the Company; (iii) any New Notes to be received by it will be acquired in the ordinary course of its business; and (iv) it is not engaged in, and does not intend to engage in, a distribution of such New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If a holder of Old Notes is engaged in or intends to engage in a distribution of New Notes or has any arrangement or understanding with respect to the distribution of New Notes to be acquired pursuant to the Exchange Offer, such holder may not rely on the applicable interpretations of the staff of the Commission and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. The undersigned represents that it is a "qualified institutional buyer" within the meaning of Rule 144A. A broker-dealer that receives New Notes for its own account pursuant to the Exchange Offer by tendering Old Notes and executing this Letter of Transmittal acknowledges that it will deliver a Prospectus in connection with any resale of the New Notes. The Prospectus, as it may be amended or supplemented from time to time, may be used by a broker-dealer in connection with resales of New Notes received in exchange for Old Notes where the Old Notes were acquired as a result of market-making activities or other trading activities. The Company and its subsidiary guarantors will use their best efforts to keep this Registration Statement continuously effective, supplemented and amended to the extent necessary to ensure that it is available for resales of New Notes acquired by broker-dealers for their own accounts as a result of market-making activities or other trading activities, and to ensure that it conforms with the requirements of the Registration Rights Agreement, the Securities Act of 1933, as amended (the "Securities Act"), and the policies, rules and regulations of the Commission, for a period ending on the earlier of o 180 days from the date on which the Registration Statement is declared effective and o the date on which a broker-dealer is no longer required to deliver a Prospectus in connection with market-making or other trading activities. The Company and the Guarantors will provide sufficient copies of the latest version of the Prospectus to broker-dealers promptly upon request at any time during the 180-day (or shorter as provided in the foregoing sentence) period in order to facilitate such resales. Any broker-dealer that receives New Notes pursuant to the Exchange Offer by tendering Old Notes and executing this Letter of Transmittal agrees to notify the Company before using the Prospectus in connection with the sale or transfer of New Notes. The broker-dealer further acknowledges and agrees that, upon receipt of notice from the Company of the happening of any event which makes any statement in the Prospectus untrue in any material respect or which requests the making of any changes in the Prospectus to make the statements in the Prospectus not misleading or which may impose upon the Company disclosure obligations that may have a material adverse effect on the Company, which notice the Company agrees to deliver promptly to the broker-dealer, the broker-dealer will suspend use of the Prospectus until the Company has notified the broker-dealer that delivery of the Prospectus may resume and have furnished copies of any amendment or supplement to the Prospectus to the broker-dealer. The undersigned understands that tenders of the Old Notes pursuant to any one of the procedures described under "The Exchange Offer-Procedures for Tendering" in the Prospectus and in the instructions hereto will constitute a binding agreement between the undersigned and the Company in accordance with the terms and subject to the conditions set forth herein and in the Prospectus. The undersigned recognizes that under certain circumstances set forth in the Prospectus under "The Exchange Offer-Conditions" the Company will not be required to accept for exchange any of the Old Notes tendered. Old Notes not accepted for exchange or withdrawn will be returned to the undersigned at the address set forth below unless otherwise indicated under "Special Delivery Instructions" below (or, in the case of Old Notes tendered by book-entry transfer, credited to an account maintained by the tendering holder at DTC). Unless otherwise indicated herein in the box entitled "Special Issuance Instructions" below, the undersigned hereby directs that the New Notes (and, if applicable, any substitute certificates representing Old Notes not exchanged or not accepted for exchange) be issued in the name(s) of the undersigned and be delivered to the undersigned at the address, or, in the case of book-entry transfer of Old Notes, be credited to the account at DTC shown above in the box entitled "Description of Old Notes". Old Notes accepted for exchange will not receive accrued interest thereon at the time of exchange. However, the New Notes will bear interest from the most recent date to which interest has been paid on the Old Notes, or if no interest has been paid on the Old Notes or the New Notes, from May 8, 2003. The undersigned will, upon request, execute and deliver any additional documents deemed by the Company to be necessary or desirable to complete the sale, assignment and transfer of the Old Notes tendered hereby. All authority herein conferred or agreed to be conferred in this Letter of Transmittal shall survive the death or incapacity of the undersigned and any obligation of the undersigned hereunder shall be binding upon the heirs, executors, administrators, personal representatives, trustees in bankruptcy, legal representatives, successors and assigns of the undersigned. This tender may be withdrawn only in accordance with the procedures set forth in the Prospectus and in the instructions contained in this Letter of Transmittal. THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF OLD NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL AND DELIVERING SUCH OLD NOTES AND THIS LETTER OF TRANSMITTAL TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE OLD NOTES AS SET FORTH IN SUCH BOX ABOVE. ANY FINANCIAL INSTITUTION THAT IS A PARTICIPANT IN THE BOOK-ENTRY TRANSFER FACILITY'S SYSTEMS MAY MAKE BOOK-ENTRY DELIVERY OF OLD NOTES BY CAUSING THE BOOK-ENTRY TRANSFER FACILITY TO TRANSFER SUCH OLD NOTES INTO THE EXCHANGE AGENT'S ACCOUNT AT THE BOOK-ENTRY TRANSFER FACILITY IN ACCORDANCE WITH SUCH BOOK-ENTRY TRANSFER FACILITY'S PROCEDURES. ALTHOUGH DELIVERY OF OLD NOTES MAY BE EFFECTED THROUGH BOOK-ENTRY TRANSFER AT THE BOOK-ENTRY TRANSFER FACILITY, THIS LETTER OF TRANSMITTAL WITH ALL REQUIRED SIGNATURE GUARANTEES AND ALL OTHER REQUIRED DOCUMENTS MUST BE TRANSMITTED TO AND RECEIVED BY THE EXCHANGE AGENT. PLEASE SIGN HERE (TO BE COMPLETED BY ALL TENDERING HOLDERS) (Complete accompanying Substitute Form W-9) x_________________________________ Date:_____________, 2003 x_________________________________ Date:_____________, 2003 Signature of Owner The above lines must be signed by the registered holder(s) exactly as their name(s) appear(s) on the Old Notes, or by person(s) authorized to become registered holder(s) by a properly completed bond power from the registered holder(s), a copy of which must be transmitted with this Letter of Transmittal. If Old Notes to which this Letter of Transmittal relate are held of record by two or more joint holders, then all such holders must sign this Letter of Transmittal. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer of a corporation or other person acting in a fiduciary or representative capacity, then please set forth full title. See Instruction 4. Name(s): -------------------------------------------------------------- (Please Type or Print) Capacity: ------------------------------------------------------------- Address: -------------------------------------------------------------- (Including Zip Code) Area Code and Telephone Number: --------------------------------------- Tax Identification or Social Security Number(s): ---------------------- SIGNATURE GUARANTEED (If required by Instruction 4) Signature Guaranteed by an Eligible Institution: ------------------------------------------- (Authorized Signature) ----------------------------------------------------------------------- (Title) ----------------------------------------------------------------------- (Name of Firm) ----------------------------------------------------------------------- (Address and Telephone Number) Dated: ____________, 2003 SPECIAL ISSUANCE INSTRUCTIONS (See Instructions 4 and 5) To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be issued in the name of and sent to someone other than the person or persons whose signature(s) appear(s) on this Letter Transmittal above Address *Description Issue New Notes and/or Old Notes to: Name(s) ------------------------------- Please Type or Print - ---------------------------------------- Please Type or Print Address ------------------------------------ ------------------------------------ - ----------------------------------------- Zip Code Telephone Number: ------------------------ Tax Identification or Social Security Number(s): ------------------ (Complete Substitute Form W-9) - --------------------------------------------- SPECIAL DELIVERY INSTRUCTIONS (See Instructions 4 and 5) To be completed ONLY if certificates for Old Notes not exchanged and/or New Notes are to be sent to someone other than the person or persons whose signature(s) appear(s) on this Letter Transmittal above or to such person or persons at an address other than that shown in the box above titled Description of Old Notes*. Deliver New Notes and/or Old Notes to: Name(s) ------------------------------- Please Type or Print - ---------------------------------------- Please Type or Print Address ------------------------------------ ------------------------------------ - ----------------------------------------- Zip Code Telephone Number: ------------------------ Tax Identification or Social Security Number(s): ------------------ - --------------------------------------------- IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE CERTIFICATE(S) FOR OLD NOTES AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE. INSTRUCTIONS FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER 1. DELIVERY OF THIS LETTER OF TRANSMITTAL AND OLD NOTES. This Letter of Transmittal must accompany, (i) all certificates representing Old Notes tendered pursuant to the Exchange Offer and (ii) all tenders of Old Notes made pursuant to the procedures for book-entry transfer set forth in the Prospectus under "The Exchange Offer--Procedures for Tendering". Certificates representing the Old Notes in proper form for transfer, or a timely confirmation of a book-entry transfer of such Old Notes into the Exchange Agent's account at DTC, as well as a properly completed and duly executed copy of this Letter of Transmittal (or facsimile thereof), with any required signature guarantees, a Substitute Form W-9 (or facsimile thereof) and any other documents required by this Letter of Transmittal must be received by the Exchange Agent at its address set forth herein on or before the Expiration Date. The method of delivery of this Letter of Transmittal, the Old Notes and all other required documents is at the election and risk of the tendering holders, but delivery will be deemed made only when actually received or confirmed by the Exchange Agent. If such delivery is by mail, it is recommended that registered mail properly insured, with return receipt requested, be used. In all cases, sufficient time should be allowed to permit timely delivery. The Company will not accept any alternative, conditional or contingent tenders. Each tendering holder, by execution of a Letter of Transmittal (or facsimile thereof), waives any right to receive any notice of the acceptance of such tender. 2. GUARANTEED DELIVERY PROCEDURES. If a holder desires to tender Old Notes, but time will not permit a Letter of Transmittal, certificates representing the Old Notes to be tendered or other required documents to reach the Exchange Agent on or before the Expiration Date, or if the procedure for book-entry transfer cannot be completed on or prior to the Expiration Date, such holder's tender may be effected if: (a) such tender is made by or through an Eligible Institution (as defined below); (b) on or before the Expiration Date, the Exchange Agent has received a properly completed and duly executed Notice of Guaranteed Delivery, substantially in the form made available by the Company (or a facsimile thereof with receipt confirmed by telephone and an original delivered by guaranteed overnight courier) from such Eligible Institution setting forth the name and address of the holder of such Old Notes, the name(s) in which the Old Notes are registered and the principal amount of Old Notes tendered and stating that the tender is being made thereby and guaranteeing that, within three New York Stock Exchange trading days after the Expiration Date, certificates representing Old Notes to be tendered, in proper form for transfer, or a Book-Entry confirmation, as the case may be, together with a duly executed Letter of Transmittal and any other documents required by this Letter of Transmittal and the instructions hereto, will be deposited by such Eligible Institution with the Exchange Agent; and (c) a Letter of Transmittal (or a facsimile thereof) and certificates representing the Old Notes to be tendered, in proper form for transfer, or a Book-Entry Confirmation, as the case may be, and all other required documents are received by the Exchange Agent within three New York Stock Exchange trading days after the Expiration Date. 3. PARTIAL TENDERS AND WITHDRAWAL RIGHTS. Tenders of Old Notes will be accepted only in integral multiples of $1,000. If less than all the Old Notes evidenced by any Certificate submitted are to be tendered, fill in the principal amount of Old Notes which are to be tendered in the box entitled "Principal Amount of Old Notes Tendered (if less than all)". In such case, new certificate(s) for the remainder of the Old Notes that were evidenced by your old certificate(s) will only be sent to the holder of the Old Notes (or, in the case of Old Notes tendered pursuant to book-entry transfer, will only be credited to the account maintained by the holder of the Old Notes at DTC) promptly as practicable after the Expiration Date. All Old Notes represented by certificates or subject to a Book-Entry Confirmation delivered to the Exchange Agent will be deemed to have been tendered unless otherwise indicated. Any holder who has tendered Old Notes may withdraw the tender by delivering written notice of withdrawal (which may be sent by facsimile) to the Exchange Agent at its address set forth herein prior to the Expiration Date. Any such notice of withdrawal must specify the name of the person having tendered the Old Notes to be withdrawn, identify the Old Notes to be withdrawn (including the principal amount of such Old Notes) and (where certificates for Old Notes have been transmitted) specify the name in which such Old Notes are registered, if different from that of the withdrawing holder. If certificates for Old Notes have been delivered or otherwise identified to the Exchange Agent, then, prior to the withdrawal of such certificates, the withdrawing holder must also submit the serial numbers of the particular certificates to be withdrawn and a signed notice of withdrawal with signatures guaranteed by an Eligible Institution unless such holder is an Eligible Institution. If Old Notes have been tendered pursuant to the procedure for book-entry transfer described above, any notice of withdrawal must specify the name and number of the account at the Book-Entry Transfer Facility to be credited with the withdrawn Old Notes and otherwise comply with the procedures of such facility. All questions as to the validity, form and eligibility (including time of receipt) of such notices will be determined by the Company, whose determination shall be final and binding on all parties. Any Old Notes so withdrawn will be deemed not to have been validly tendered for exchange for purposes of the Exchange Offer. Any Old Notes which have been tendered for exchange but which are not exchanged for any reason will be returned to the holder thereof without cost to such holder (or, in the case of Old Notes tendered by book-entry transfer into the Exchange Agent's account at the Book-Entry Transfer Facility pursuant to the book-entry transfer procedures described above, such Old Notes will be credited to an account maintained with such Book-Entry Transfer Facility for the Old Notes) as soon as practicable after withdrawal, rejection of tender or termination of the Exchange Offer. Properly withdrawn Old Notes may be retendered following one of the procedures described in the Prospectus under "The Exchange Offer--Procedures for Tendering". 4. SIGNATURES ON THIS LETTER OF TRANSMITTAL; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF SIGNATURES. If this Letter of Transmittal is signed by the registered holder of the Old Notes tendered herewith, the signature must correspond exactly with the name as written on the face of the certificates without any alteration, enlargement or change whatsoever. If any tendered Old Notes are owned of record by two or more joint owners, all such owners must sign this Letter of Transmittal. If any tendered Old Notes are registered in different names on several certificates, it will be necessary to complete, sign and submit as many separate copies of this Letter of Transmittal as there are names in which tendered Old Notes are registered. If this Letter of Transmittal is signed by the registered holder, and New Notes are to be issued and any untendered or unaccepted principal amount of Old Notes are to be reissued or returned to the registered holder, then the registered holder need not and should not endorse any tendered Old Notes nor provide a separate bond power. In any other case, the registered holder must either properly endorse the Old Notes tendered or transmit a properly completed separate bond power with this Letter of Transmittal (in either case, executed exactly as the name of the registered holder appears on such Old Notes), with the signature on the endorsement or bond power guaranteed by an Eligible Institution, unless such certificates or bond powers are signed by an Eligible Institution. If this Letter of Transmittal or any Old Notes or bond powers are signed by trustees, executors, administrators, guardians, attorneys-in-fact, officers of corporations or others acting in a fiduciary or representative capacity, such persons should so indicate when signing and submit with this Letter of Transmittal evidence satisfactory to the Company of their authority to so act. The signatures on this Letter of Transmittal or a notice of withdrawal, as the case may be, must be guaranteed unless the Old Notes surrendered for exchange pursuant thereto are tendered (i) by a registered holder (which term, for purposes of this document, shall include any participant in DTC whose name appears on the register of holders maintained by the Company as owner of the Old Notes) who has not completed the box entitled "Special Issuance Instructions" or "Special Delivery Instructions" in this Letter of Transmittal or (ii) for the account of an Eligible Institution. In the event that the signatures in this Letter of Transmittal or a notice of withdrawal, as the case may be, are required to be guaranteed, such guarantees must be by a commercial bank or trust company located or having an office or correspondent in the United States, or by a member firm of a national securities exchange or of the National Association of Securities Dealers, Inc., or by a member of a signature medallion program such as "STAMP" (any of the foregoing being referred to herein as an "Eligible Institution"). If Old Notes are registered in the name of a person other than the signer of this Letter of Transmittal, the Old Notes surrendered for exchange must be endorsed by, or be accompanied by a written instrument or instruments of transfer or exchange, in satisfactory form as determined by the Company in its sole discretion, duly executed by the registered holder with the signature thereon guaranteed by an Eligible Institution. 5. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS. Tendering holders of Old Notes should indicate in the applicable box the name and address or account at DTC to which New Notes issued pursuant to the Exchange Offer and/or substitute Old Notes for principal amounts not tendered or not accepted for exchange are to be issued, sent or deposited if different from the name and address or account of the person signing this Letter of Transmittal. In the case of issuance in a different name, the employer identification or Social Security number of the person named must also be indicated. If no such instructions are given, any New Notes will be issued in the name of, and delivered to, the name and address (or account at DTC, in the case of any tender by book-entry transfer) of the person signing this Letter of Transmittal, and any Old Notes not accepted for exchange will be returned to the name and address (or account at DTC, in the case of any tender by book-entry transfer) of the person signing this Letter of Transmittal. 6. BACKUP FEDERAL INCOME TAX WITHHOLDING AND SUBSTITUTE FORM W-9. Under the federal income tax laws, payments that may be made by the Company on account of New Notes issued pursuant to the Exchange Offer maybe subject to backup withholding at the rate of 31%. In order to avoid such backup withholding, each tendering holder should complete and sign the Substitute Form W-9 included in this Letter of Transmittal and either (a) provide the correct taxpayer identification number ("TIN") and certify, under penalties of perjury, that the TIN provided is correct and that (i) the holder has not been notified by the Internal Revenue Service (the "IRS") that the holder is subject to backup withholding as a result of failure to report all interest or dividends or (ii) the IRS has notified the holder that the holder is no longer subject to backup withholding; or (b) provide an adequate basis for exemption. If the tendering holder has not been issued a TIN and has applied for one, or intends to apply for one in the near future, such holder should write "Applied For" in the space provided for the TIN in Part I of the Substitute FormW-9, sign and date the Substitute Form W-9 and sign the Certificate of Payee Awaiting Taxpayer Identification Number. If "Applied For" is written in Part I, the Company (or the Paying Agent under the April 2002 Indenture governing the New Notes) will retain 31% of payments made to the tendering holder during the 60-day period following the date of the Substitute Form W-9. If the holder furnishes the Exchange Agent or the Company with its TIN within 60 days after the date of the Substitute Form W-9, the Company (or Paying Agent) will remit such amounts retained during the 60-day period to the holder and no further amounts shall be retained or withheld from payments made to the holder thereafter. If, however, the holder has not provided the Exchange Agent or the Company with its TIN within such 60-day period, the Company (or the Paying Agent) will remit such previously retained amounts to the IRS as backup withholding. In general, if a holder is an individual, the taxpayer identification number is the Social Security Number of such individual. If the Exchange Agent or the Company is not provided with the correct taxpayer identification number, the holder may be subject to a U.S. $50 penalty imposed by the IRS. Certain holders (including, among others, all corporations and certain foreign individuals) are not subject to these backup withholding and reporting requirements. In order for a foreign individual to qualify as an exempt recipient, such holder must submit a statement (generally, IRS Form W-8), signed under penalties of perjury, attesting to that individual's exempt status. Such statements can be obtained from the Exchange Agent. For further information concerning backup withholding and instructions for completing the Substitute Form W-9 (including how to obtain a taxpayer identification number if you do not have one and how to complete the Substitute Form W-9 if Old Notes are registered in more than one name), consult the enclosed Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9 (the "Guidelines"). Failure to complete the Substitute Form W-9 will not, by itself, cause Old Notes to be deemed invalidly tendered, but may require the Company (or the Paying Agent) to withhold 31% of the amount of any payments made on account of the New Notes. Backup withholding is not an additional federal income tax. Rather, the federal income tax liability of a person subject to backup withholding will be reduced by the amount of tax withheld. If withholding results in an overpayment of taxes, a refund may be obtained. 7. TRANSFER TAXES. The Company will not pay transfer taxes, if any, applicable to the transfer of Old Notes to it or its order pursuant to the Exchange Offer. If New Notes and/or substitute Old Notes not exchanged are to be delivered to, or are to be registered or issued in the name of, any person other than the registered holder of the Old Notes tendered herewith, or if tendered Old Notes are registered in the name of any person other than the person signing this Letter of Transmittal, or if a transfer tax is imposed for any reason, the amount of any such transfer taxes (whether imposed on the registered holder or any other persons) will be payable by the tendering holder. If satisfactory evidence of payment of such taxes or exemption therefrom is not submitted herewith, the amount of such transfer taxes will be billed directly to such tendering holder. Except as provided in this Instruction 7, it will not be necessary for transfer tax stamps to be affixed to the Old Notes specified in this Letter of Transmittal. 8. WAIVER OF CONDITIONS. The Company reserves the absolute right to waive, in whole or in part, any of the conditions to the Exchange Offer set forth in the Prospectus. 9. NO CONDITIONAL TENDERS. No alternative, conditional, irregular or contingent tenders of Old Notes or transmittals of this Letter of Transmittal will be accepted. All tendering holders of Old Notes, by execution of this Letter of Transmittal, shall waive any right to receive notice of the acceptance of their Old Notes for exchange. Neither the Company, the Exchange Agent nor any other person is obligated to give notice of defects or irregularities in any tender, nor shall any of them incur any liability for failure to give any such notice. 10. INADEQUATE SPACE. If the space provided herein is inadequate, the aggregate principal amount of Old Notes being tendered and the certificate number or numbers (if applicable) should be listed on a separate schedule attached hereto and separately signed by all parties required to sign this Letter of Transmittal. 11. MUTILATED, LOST, STOLEN OR DESTROYED OLD NOTES. If any certificate has been lost, mutilated, destroyed or stolen, the holder should promptly notify Diane Amoroso at The Bank of New York, telephone no. (212) 815-3738. The holder will then be instructed as to the steps that must betaken to replace the certificate. This Letter of Transmittal and related documents cannot be processed until the Old Notes have been replaced. 12. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES. Questions relating to the procedure for tendering, as well as requests for additional copies of the Prospectus and this Letter of Transmittal, may be directed to the Exchange Agent at the address and telephone number indicated above. 13. VALIDITY OF TENDERS. All questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered Old Notes will be determined by the Company, in its sole discretion, which determination will be final and binding. The Company reserves the right to reject any and all Old Notes not validly tendered or any Old Notes, the Company's acceptance of which may, in the opinion of the Company or counsel to the Company, be unlawful. The Company also reserves the right to waive any conditions of the Exchange Offer or defects or irregularities in tenders of Old Notes as to any ineligibility of any holder who seeks to tender Old Notes in the Exchange Offer, whether or not similar conditions or irregularities are waived in the case of other holders. Any such waiver shall not constitute a general waiver of the conditions of the Exchange Offer by the Company. The interpretation of the terms and conditions of the Exchange Offer (including this Letter of Transmittal and the instructions hereto) by the Company shall be final and binding on all parties. Unless waived, any defects or irregularities in connection with tenders of Old Notes must be cured within such time, as the Company shall determine. The Company will use reasonable efforts to give notification of defects or irregularities with respect to tenders of Old Notes, but neither the Company nor the Exchange Agent shall incur any liability for failure to give such notification. 14. ACCEPTANCE OF TENDERED OLD NOTES AND ISSUANCE OF NEW NOTES; RETURN OF OLD NOTES. Subject to the terms and conditions of the Exchange Offer, the Company will accept for exchange all validly tendered Old Notes as soon as practicable after the Expiration Date and will issue New Notes therefor as soon as practicable thereafter. For purposes of the Exchange Offer, the Company shall be deemed to have accepted tendered Old Notes when, as and if the Company has given written and oral notice thereof to the Exchange Agent. If any tendered Old Notes are not exchanged pursuant to the Exchange Offer for any reason, such unexchanged Old Notes will be returned, without expense, to the name and address shown above or, if Old Notes have been tendered by book-entry transfer, to the account at DTC shown above, or at a different address or account at DTC as may be indicated under "Special Delivery Instructions". TO BE COMPLETED BY ALL TENDERING HOLDERS (See Instruction 6) PAYOR'S NAME
SUBSTITUTE FORM W-9 PART I - TAXPAYER IDENTIFICATION NUMBER Department of the Treasury Enter your taxpayer identification number ------------------------------ Internal Revenue Service in the appropriate box. For most Social Security Number individuals, this is your social security number. If you do not have number, see how OR to obtain a "TIN" in the enclosed Guidelines. ------------------------------ NOTE: If the account is in more than one Employer Identification Number name, see the chart on page 2 of the enclosed Guidelines to determine what number to give. Part II - FOR PAYEES EXEMPT FROM BACKUP WITHHOLDING (SEE ENCLOSED GUIDELINES) Payor's Request for Taxpayer CERTIFICATION UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT: Identification Number (TIN) and Certification Number (1) the number shown on this form is my correct Taxpayer Identification (or I am waiting for a number to be issued to me), and (2) I am not subject to backup withholding either because I have not been notified by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report all interest backup dividends or the IRS has notified me that I am no longer subject to withholding. Date Signature ---------------- ---------------------------------------
Certificate Guidelines --You must cross out Item (2) of the above certification if you have been notified by the IRS that you are subject to backup withholding because of under-reporting of interest on dividends on your tax return. However, if after being notified by the IRS that you were subject to backup withholding, you received another notification from the IRS that you are no longer subject to backup withholding, do not cross out Item 2. CERTIFICATION OF PAYEE AWAITING TAXPAYER IDENTIFICATION NUMBER I certify, under penalties of perjury, that a Taxpayer Identification Number has not been issued to me and that I mailed or delivered an application to receive a Taxpayer Identification Number to the appropriate Internal Revenue Service Center or Social Security Administration Office (or I intend to mail or deliver an application in the near future). I understand that if I do not provide a Taxpayer Identification Number to the payor, 31% of all payments made to me on account of the New Notes shall be retained until I provide a Taxpayer Identification Number to the payor and that, if I do not provide my Taxpayer Identification Number within 60 days, such retained amounts shall be remitted to the Internal Revenue Service as a backup withholding and 31% of all reportable payments made to me thereafter will be withheld and remitted to the Internal Revenue Service until I provide a Taxpayer Identification Number. Signature Date ------------------------ ---------- NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUPWITHHOLDING OF 31% OF ANY PAYMENTS MADE TO YOU ON ACCOUNT OF THE NEW NOTES. PLEASE REVIEW THE ENCLOSED GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 FOR ADDITIONAL DETAILS. EX-99.3 13 file012.txt NOTICE OF GUARANTEED DELIVERY JARDEN CORPORATION NOTICE OF GUARANTEED DELIVERY FOR TENDER OF ANY AND ALL OUTSTANDING 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 IN EXCHANGE FOR NEW 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 This Notice of Guaranteed Delivery, or one substantially equivalent to this form, must be used by registered holders of outstanding 9-3/4% Senior Subordinated Notes due 2012 issued by Jarden Corporation, a Delaware Corporation (the "Company"), pursuant to an Indenture, dated as of January 29, 2003, as amended, among the Company, the guarantors named therein and The Bank of New York, and registered under the Securities Act of 1933, as amended (the "Securities Act") (the "Old Notes"), who wish to tender their Old Notes for an equal principal amount of new 9-3/4% Senior Subordinated Notes due 2012 to be issued by the Company pursuant to an Indenture, dated as of January 29, 2003, as amended, among the Company, the guarantors named therein and The Bank of New York, and registered under the Securities Act (the "New Notes"), if (i) the Old Notes, a duly completed and executed letter of transmittal (the "Letter of Transmittal") and all other required documents cannot be delivered to The Bank of New York (the "Exchange Agent") prior to 5:00 P.M., New York City time, on [ ], 2003, or such later date and time to which the exchange offer may be extended (the "Expiration Date") or (ii) the procedures for delivery of the Old Notes being tendered by book-entry transfer, together with a duly completed and executed Letter of Transmittal, cannot be completed on or prior to 5:00 P.M., New York City time, on the Expiration Date. This Notice of Guaranteed Delivery may be delivered by hand, overnight courier or mail, or transmitted by facsimile transmission (receipt confirmed by telephone and an original delivered by guaranteed overnight delivery), to the Exchange Agent. See "The Exchange Offer-Procedures for Tendering" and " -- Guaranteed Delivery Procedures" in the Prospectus. The Company has the right to reject a tender of Old Notes made pursuant to the guaranteed delivery procedures unless the registered holder using the guaranteed delivery procedure submits either (a) the Old Notes tendered thereby, in proper form for transfer, or (b) confirmation of book-entry transfer in the manner set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other required documents by 5:00 P.M., New York City time, on the third New York Stock Exchange trading day following the Expiration Date. Capitalized terms not defined herein have the meanings assigned to them in the Prospectus. The Exchange Agent for The Exchange Offer Is: THE BANK OF NEW YORK By Registered or Certified Mail Facsimile Transmissions: By Hand Or Overnight Delivery (Eligible Institutions Only) --------------------- The Bank of New York The Bank of New York Corporate Trust Operations Corporate Trust Operations Reorganization Unit Reorganization Unit 101 Barclay Street- 7 East 101 Barclay Street- 7 East New York, New York 10286 New York, New York 10286 Attn.: Diane Amoroso Attn.: Diane Amoroso Confirm By Telephone: --------------------- For Information Call: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street- 7 East New York, New York 10286 Attn.: Diane Amoroso Telephone # (212) 815-3738 Fax # (212) 298-1915 ---------------------- Delivery of this Notice Of Guaranteed Delivery to an address other than as set forth above or transmission of this Notice of Guaranteed Delivery via facsimile to a number other than as set forth above will not constitute a valid delivery. THIS NOTICE OF GUARANTEED DELIVERY IS NOT TO BE USED TO GUARANTEE SIGNATURES. IF A SIGNATURE ON A LETTER OF TRANSMITTAL IS REQUIRED TO BE GUARANTEED BY AN "ELIGIBLE INSTITUTION" UNDER THE INSTRUCTIONS THERETO, SUCH SIGNATURE GUARANTEE MUST APPEAR IN THE APPLICABLE SPACE PROVIDED IN THE SIGNATURE BOX ON THE LETTER OF TRANSMITTAL. 2 Ladies and Gentlemen: The undersigned hereby tenders to the Company, upon the terms and subject to the conditions set forth in Prospectus dated [ ], 2003 (as the same may be amended or supplemented from time to time, the "Prospectus"), and the related Letter of Transmittal (which together constitute the "Exchange Offer"), receipt of which is hereby acknowledged, the aggregate principal amount of the Old Notes set forth below pursuant to the guaranteed delivery procedures set forth in the Prospectus under the caption "The Exchange Offer-Guaranteed Delivery Procedures" and in instruction 2 to the Letter of Transmittal. 3 DESCRIPTION OF SECURITIES TENDERED
Name and Address of Registered Holder as it Certificate Aggregate Principal Appears on the Old Number(s) of Old Maturity of Old Notes Amount Represented Principal Amount Old Notes (Please Print) Notes Tendered Tendered by Old Notes Notes Tendered* - -------------------- --------------------- --------------------- --------------------- --------------------- - --------------------- --------------------- --------------------- --------------------- --------------------- - --------------------- --------------------- --------------------- --------------------- --------------------- - --------------------- --------------------- --------------------- --------------------- --------------------- - --------------------- --------------------- --------------------- --------------------- ---------------------
*Must be tendered only in integral multiples of $1,000. If the Old Notes will be tendered by book-entry transfer, provide the following information: DTC Account Number: _________________________________ All authority herein conferred or agreed to be conferred shall survive the death or incapacity of the undersigned and every obligation of the undersigned hereunder shall be binding upon the heirs, personal representatives, successors and assigns of the undersigned. PLEASE SIGN HERE X_______________________ Date:____________________, 2003 X_______________________ Date:____________________, 2003 Signature(s) of Owner(s)or Authorized Signatory Area Code and Telephone Number:_______________________ 4 Must be signed by the holder(s) of the Old Notes as their name(s) appear(s) on certificates of the Old Notes or on a security position listing, or by person(s) authorized to become registered holder(s) by endorsement and documents transmitted with this Notice of Guaranteed Delivery. If signature is by a trustee, executor, administrator, guardian, attorney-in-fact, officer or other person acting in a fiduciary or representative capacity, such person must set forth his or her full title below. Please print name(s) and address(es) Name(s): ---------------------------------------------------- ---------------------------------------------------- ---------------------------------------------------- ---------------------------------------------------- Capacity: ---------------------------------------------------- ---------------------------------------------------- ---------------------------------------------------- ---------------------------------------------------- Address(es): ---------------------------------------------------- ---------------------------------------------------- ---------------------------------------------------- ---------------------------------------------------- 5 THE FOLLOWING GUARANTEE MUST BE COMPLETED GUARANTEE OF DELIVERY (NOT TO BE USED FOR SIGNATURE GUARANTEE) The undersigned, a firm or other entity identified in Rule 17Ad-15 under the Securities Exchange Act of 1934, as amended, as an "eligible guarantor institution, " including (as such terms are defined therein): (i) a bank; (ii) a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer, government securities broker; (iii) a credit union; (iv) a national securities exchange, registered securities association or clearing agency; or (v) a savings association that is a participant in a Securities Transfer Association recognized program (each of the foregoing being referred to as an "Eligible Institution"), hereby guarantees to deliver to the Exchange Agent, at one of its addresses set forth above, either (a) the Old Notes tendered hereby, in proper from for transfer, or (b) confirmation of the book-entry transfer of such Old Notes to the Exchange Agent's account at The Depository Trust Company ("DTC") maintained for such purpose, pursuant to the procedures for book-entry transfer set forth in the Prospectus, in either case together with one or more properly completed and duly executed Letter(s) of Transmittal (or facsimile thereof) and any other required documents by 5:00P.M., New York City time, on the third New York Stock Exchange trading day following the Expiration Date. The undersigned acknowledges that it must deliver the Letter(s) of Transmittal and the Old Notes tendered hereby to the Exchange Agent within the time period set forth above and that failure to do so could result in a financial loss to the undersigned. Name of Firm:________________________ _________________________________ (Authorized Signature) Address: ____________________________ Title:___________________________ _____________________________________ Name:____________________________ (zip code) (Please type of print) Area Code and Telephone Number: ___________________ Date:____________________________ NOTE: DO NOT SEND CERTIFICATES FOR OLD NOTES WITH THIS FORM. CERTIFICATES FOR OLD NOTES SHOULD ONLY BE SENT WITH YOUR LETTER OF TRANSMITTAL. 6 EX-99.4 14 file013.txt INSTRUCTIONS TO BOOK-ENTRY TRANSFER PARTICIPANT INSTRUCTION TO BOOK-ENTRY TRANSFER PARTICIPANT FROM OWNER OF JARDEN CORPORATION 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 To Participant of the Book-Entry Transfer Facility: The undersigned hereby acknowledges receipt of the Prospectus dated [ ], 2003 (the "Prospectus"), of Jarden Corporation (the "Company") and a related Letter of Transmittal (which together constitute the "Exchange Offer"). Capitalized terms used but not defined herein have the meaning given to such terms in the Prospectus. This will instruct you, the Book-Entry Transfer Facility Participant, as to the action to be taken by you relating to the Exchange Offer with respect to the Old Notes held by you for the account of the undersigned. The aggregate principal amount of the Old Notes held by you for the account of the undersigned is (fill in amount): $__________ of the 9-3/4% Senior Subordinated Notes due 2012. With respect to the Exchange Offer, the undersigned hereby instructs you (check appropriate statement): A. _____ To TENDER the following Old Notes held by you for the account of the undersigned (insert principal amount of Old Notes to be tendered); $_________ (1) of the 9-3/4% Senior Subordinated Notes due 2012, and not to tender other Old Notes of such maturity, if any, held by you for the account of the undersigned; OR B. _____ NOT to tender any Old Notes held by you for the account of the undersigned. - ------------------- (1) Must be tendered only in integral multiples of $1,000. If the undersigned instructs you to tender the Old Notes held by you for the account of the undersigned, it is understood that you are authorized to make, on behalf of the undersigned (and the undersigned by its signature below, hereby authorizes you to make), the representations and warranties contained in the Letter of Transmittal that are to be made with respect to the undersigned as a beneficial owner, including but not limited to the representations that (i) it is not an affiliate of the Company or any of its subsidiaries, or, if the undersigned is an affiliate of the Company or any of its subsidiaries, it will comply with the registration and prospectus delivery requirements of the Securities Act of 1933, as amended (the "Securities Act"), to the extent applicable, (ii) the New Notes are being acquired in the ordinary course of business of the person receiving such New Notes, whether or not such person is the holder, (iii) the undersigned has not entered into an arrangement or understanding with any other person to participate in the distribution (within the meaning of the Securities Act) of the New Notes, (iv) the undersigned is not a broker-dealer who purchased the Old Notes for resale pursuant to an exemption under the Securities Act, and (v) the undersigned will be able to trade New Notes acquired in the Exchange Offer without restriction under the Securities Act. If the undersigned is a broker-dealer (whether or not it is also an "affiliate") that will receive New Notes for its own account pursuant to the Exchange Offer, it represents that such Old Notes to be exchanged were acquired by it as a result of market-making activities or other trading activities, and it acknowledges that it will deliver a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes. By acknowledging that it will deliver and by delivering a prospectus meeting the requirements of the Securities Act in connection with any resale of such New Notes, the undersigned will not be deemed to admit that it is an "underwriter" within the meaning of the Securities Act. SIGN HERE Name of Beneficial Owner(s):__________________________________________________ Signature(s):_________________________________________________________________ Name(s) (please print): ______________________________________________________ Address: _____________________________________________________________________ (zip code) Telephone Number: ____________________________________________________________ (area code) Taxpayer Identification or Social Security Number:____________________________ Date:_________________________________________________________________________ 2 EX-99.5 15 file014.txt CLIENT LETTER JARDEN CORPORATION OFFER TO EXCHANGE ALL OUTSTANDING 9-3/4% SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 FOR 9-3/4 % SENIOR SUBORDINATED NOTES DUE 2012 WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 PURSUANT TO THE PROSPECTUS DATED [ ], 2003 To Our Clients: We are enclosing herewith a Prospectus dated [ ], 2003 (the "Prospectus"), of Jarden Corporation (the "Company") and a Letter of Transmittal (which together constitute the "Exchange Offer") relating to the offer by the Company to exchange up to $30,000,000 aggregate principal amount of the Company's 9-3/4% Senior Subordinated Notes due 2012 to be issued by the Company pursuant to an Indenture, dated as of April 24, 2002, as amended, among the Company, the guarantors named therein and The Bank of New York, pursuant to an offering registered under the Securities Act of 1933, as amended (the "Securities Act"), for an equal principal amount of the Company's issued and outstanding 9-3/4% Senior Subordinated Notes due 2012 issued by the Company pursuant to an Indenture, dated as of January 29, 2003, as amended, among the Company, the guarantors named therein and The Bank of New York, and registered under the Securities Act (the "Old Notes"). The offering by the Company shall be made in accordance with the terms and subject to the conditions set forth in the Exchange Offer. Capitalized terms used but not defined herein have the meaning given to such terms in the Prospectus. PLEASE NOTE THAT THE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON [ ], 2003, UNLESS EXTENDED The Exchange Offer is not conditioned upon any minimum number of Old Notes being tendered. We are the participants in the book-entry transfer facility for Old Notes held by us for your account. A tender of such Old Notes can be made only by us as the participant in the book-entry transfer facility and pursuant to your instructions. The Letter of Transmittal is furnished to you for your information only and cannot be used by you to tender Old Notes held by us for your account. We request instructions as to whether you wish to tender any or all of the Old Notes held by us for your account (you may tender less than all of such Old Notes and/or tender less than the full principal amount of any given New Note, provided that the amount tendered is in integral multiples of $1,000) pursuant to the terms and conditions of the Exchange Offer. We also request that you confirm that we may on your behalf make the representations contained in the Letter of Transmittal that are to be made with respect to you as beneficial owner. Pursuant to the Letter of Transmittal, each holder (a "Holder") of Old Notes will represent to the Company that (i) it is not an affiliate (as defined in Rule 405 under the Securities Act) of the Company; (ii) it is not a broker-dealer tendering Old Notes acquired for its own account directly from the Company; (iii) any New Notes to be received by it will be acquired in the ordinary course of its business; and (iv) it is not engaged in, and does not intend to engage in, a distribution of such New Notes and has no arrangement or understanding to participate in a distribution of New Notes. If a Holder of Old Notes is engaged in or intends to engage in a distribution of New Notes or has any arrangement or understanding with respect to the distribution of New Notes to be acquired pursuant to the Exchange Offer, such Holder may not rely on the applicable interpretations of the staff of the SEC and must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transaction. Very truly yours, EX-99.6 16 file015.txt TAX GUIDELINES GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9 GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER. Social security numbers have nine digits separated by two hyphens: i.e. 000-00-0000. Employer identification numbers have nine digits separated by only one hyphen: i.e. 00-0000000. The table below will help determine the number to give the payer. FOR THIS TYPE OF ACCOUNT: 1. An individual's account 2. Two or more individuals (joint account) funds, 3. Custodian account of a minor (Uniform Gift to Minors Act) 4. a. The usual revocable savings trust account (grantor is also trustee) b. So-called trust account that is not a legal or valid trust under State Law 5. Sole Proprietorship FOR THIS TYPE OF ACCOUNT: 6. A valid trust, estate, or pension trust number the account 7. Corporate account 8. Partnership account held in the name of the business 9. Association, club, religious, charitable, or other tax-exempt organization 10. A broker or registered nominee 11. Account with the Department of Agriculture in the name of a public entity (such as a State or local government, school district, or prison) that receives agricultural program payments GIVE THE SOCIAL SECURITY NUMBER OF The individual The actual owner of the account or, if combined the first individual on the account (1) The minor (2) The grantor-trustee (1) The actual owner (1) The owner (3) GIVE THE EMPLOYER IDENTIFICATION NUMBER OF: The legal entity (Do not furnish the identification of the personal representative or trustee unless legal entity itself is not designated in the title) (4) The corporation The partnership The organization The broker or nominee The public entity (1) List first and circle the name of the person whose number you furnish. (2) Circle the minor's name and furnish the minor's social security number. (3) Show the name of the owner. The name of the business or the "doing business as" name may also be entered. Either the social security number or the employer identification number may be used. (4) List first and circle the name of the legal trust, estate, or pension trust. Note: If no name is circled when there is more than one name, the number will be considered to be that of the first name listed. GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION NUMBER OF SUBSTITUTE FORM W-9 OBTAINING A NUMBER If you don't have a taxpayer identification number ("TIN") or you don't know your number, obtain Form SS-5, Application for a Social Security Number Card, or Form SS-4, Application for Employer Identification Number, at the local office of the Social Security Administration or the Internal Revenue Service and apply for a number. PAYEES EXEMPT FROM BACKUP WITHHOLDING Payees specifically exempted from backup withholding on all dividend and interest payments and on broker transactions include the following: o A corporation. o A financial institution. o An organization exempt from tax under section 501(a), or an individual retirement plan, or a custodian account under section 403(b)(7). o The United States or any agency or instrumentality thereof. o A State, the District of Columbia, a possession of the United States, or any subdivision or instrumentality thereof. o A foreign government, a political subdivision of a foreign government, or any agency or instrumentality thereof. o An international organization or any agency, or instrumentality thereof. 2 o A registered dealer in securities or commodities registered in the United States or a possession of the United States. o A real estate investment trust. o A common trust fund operated by a bank under section 584(a). o An exempt charitable remainder trust, or a non-exempt trust described in section 4947(a)(1). o An entity registered at all times under the Investment Company Act of 1940. o A foreign central bank of issue. Payments of dividends and patronage dividends not generally subject to backup withholding including the following: o Payments to nonresident aliens subject to withholding under section 1441. o Payments to partnerships not engaged in a trade or business in the United States and which have at least one nonresident partner. o Payments of patronage dividends where the amount received is not paid in money. o Payments made by certain foreign organizations. o Payments made to a nominee. Payments of interest not generally subject to backup withholding include the following: o Payments of interest on obligations issued by individuals. Note: You may be subject to backup withholding if this interest is $600 or more and is paid in the course of the payer's trade or business and you have not provided your correct taxpayer identification number to the payer. o Payments of tax-exempt interest (including the exempt-interest dividends under section 852). o Payments described in section 6049(b)(5) to nonresident aliens. o Payments on tax-free covenant bonds under section 1451. o Payments made by certain foreign organizations. o Payments described in section 6049(b)(6) to nonresident aliens. o Payments of tax-exempt interest (including the exempt-interest dividends under section 859). 3 o Payments described in section 6049(b)(7) to resident aliens. o Payments on tax-free covenant bonds under section 1466. o Payments made to a nominee. Exempt payees described above should file the Substitute Form W-9 to avoid possible erroneous backup withholding. Complete the Substitute Form W-9 as follows: ENTER YOUR TAXPAYER IDENTIFICATION NUMBER, WRITE "EXEMPT" ACROSS THE FACE OF THE FORM, SIGN, DATE, AND RETURN THE FORM TO THE PAYER. Certain payments other than interest, dividends, and patronage dividends that are not subject to information reporting are also not subject to backup withholding. For details, see the sections 6041, 6041A(a), 6042, 6044, 6045, 6049, 6050A and 6050N and the regulations thereunder. PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest, or other payments to give taxpayer identification numbers to payers who must report the payments to the IRS. The IRS uses the numbers for identification purposes and to help verify the accuracy of tax reforms. Payers must be given the numbers whether or not recipients are required to file tax returns. Payers must generally withhold 31% of taxable interest, dividend, and certain other payments to a payee who does not furnish a taxpayer identification number to a payer. Certain penalties may also apply. PENALTIES (1) Penalty for Failure to Furnish Taxpayer Identification Number. If you fail to furnish your correct taxpayer identification number to a payer, you are subject to a penalty of $50 for each such failure unless your failure is due to reasonable cause and not to willful neglect. (2) Penalty for False Information With Respect to Withholding. If you make a false statement with no reasonable basis which results in no imposition of backup withholding, you are subject to a penalty of $500. (3) Criminal Penalty for Falsifying Information. Willfully falsifying certifications or affirmations may subject you to criminal penalties, including fines and/or imprisonment. (4) Misuse of Taxpayer Identification Numbers. If the payer discloses or uses taxpayer identification numbers in violation of Federal law, the payer may be subject to civil and criminal penalties. FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE SERVICE. 4 EX-99.7 17 file016.txt FORM OF EXCHANGE AGENT AGREEMENT _____________, 2003 EXCHANGE AGENT AGREEMENT ------------------------ The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street- 7 East New York, New York 10286 Attn.: Diane Amoroso Ladies and Gentlemen: Jarden Corporation, a Delaware corporation (the "Company"), is offering to exchange (the "Exchange Offer") its 9-3/4% Senior Subordinated Notes due 2012 (the "New Securities"), which have been registered under the Securities Act of 1933, as amended (the "Securities Act"), pursuant to a Registration Statement on Form S-4 (File No. ______) for an equal principal amount of the Company's outstanding 9-3/4% Senior Subordinated Notes due 2012 (the "Old Securities"), which have been registered under the Securities Act. The terms and conditions of the Exchange Offer as currently contemplated are set forth in a prospectus included in the Registration Statement (the "Prospectus"). The Old Securities and the New Securities are collectively referred to herein as the "Securities." The Company hereby appoints The Bank of New York to act as exchange agent (the "Exchange Agent") in connection with the Exchange Offer. References hereinafter to "you" shall refer to The Bank of New York. The Exchange Offer is expected to be commenced by the Company on or about ______, 2003. The Letter of Transmittal accompanying the Prospectus (or in the case of book-entry securities, the Automated Tender Offer Program ("ATOP") of the Book-Entry Transfer Facility (as defined below)) is to be used by the holders of the Old Securities to accept the Exchange Offer and contains instructions with respect to the delivery of certificates for Old Securities tendered in connection therewith. The Exchange Offer shall expire at 5:00 p.m., New York City time, on ________, 2003 or on such subsequent date or time to which the Company may extend the Exchange Offer (the "Expiration Date"). Subject to the terms and conditions set forth in the Prospectus, the Company expressly reserves the right to extend the Exchange Offer from time to time and may extend the Exchange Offer by giving oral (promptly confirmed in writing) or written notice to you before 9:00 a.m., New York City time, on the business day following the previously scheduled Expiration Date. The Company expressly reserves the right to extend or terminate the Exchange Offer, and not to accept for exchange any Old Securities, upon the occurrence of any of the conditions of the Exchange Offer specified in the Prospectus under the caption "The Exchange Offer - Conditions." The Company will give oral (promptly confirmed in writing) or written notice of any extension, termination or nonacceptance to you as promptly as practicable. In carrying out your duties as Exchange Agent, you are to act in accordance with the following instructions: 1. You will perform such duties and only such duties as are specifically set forth in the section of the Prospectus captioned "The Exchange Offer" or as specifically set forth herein; provided, however, that in no way will your general duty to act in good faith be discharged by the foregoing. 2. You will establish a book-entry account with respect to the Old Securities at The Depository Trust Company (the "Book-Entry Transfer Facility") for purposes of the Exchange Offer within two business days after the date of the Prospectus, and any financial institution that is a participant in the Book-Entry Transfer Facility's systems may make book-entry delivery of the Old Securities by causing the Book-Entry Transfer Facility to transfer such Old Securities into your account in accordance with the Book-Entry Transfer Facility's procedure for such transfer. In every case, however, a Letter of Transmittal (or a manually executed facsimile thereof), or an Agent's Message, properly completed and duly executed with any required signature guarantees and any other required documents must be transmitted to and received by you prior to the Expiration Date or the guaranteed delivery procedures described in the Prospectus must be complied with. The term "Agent's Message" means a message transmitted by a participant of the Book Entry Transfer Facility to and received by The Depository Trust Company and forming a part of a confirmation for book entry transfer, which states that such Book Entry Transfer Facility has received an express acknowledgment from the participant in such Book Entry Transfer Facility tendering the Old Securities that such participant has received and agrees to be bound by the terms of the Letter of Transmittal and that the Company may enforce such agreement against such participant. 3. You are to examine each of the Letters of Transmittal and certificates for Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility) and any other documents delivered or mailed to you by or for holders of the Old Securities to ascertain whether: (i) the Letters of Transmittal and any such other documents are duly executed and properly completed in accordance with instructions set forth therein; and (ii) the Old Securities have otherwise been properly tendered. In each case where the Letter of Transmittal or any other document has been improperly completed or executed or any of the certificates for Old Securities are not in proper form for transfer or some other irregularity in connection with the acceptance of the Exchange Offer exists, you will endeavor to inform the presenters of the need for fulfillment of all requirements and to take any other action as may be reasonably necessary or advisable to cause such irregularity to be corrected and to advise such persons of the appropriate means of resolving the same. 4. Determination of questions as to the proper completion or execution of the Letters of Transmittal, or as to the proper form for transfer of the Old Securities or as to any other irregularity in connection with the submission of Letters of Transmittal and/or Old Securities and other documents in connection with the Exchange Offer, shall be made by the Officers (as defined below) of, or counsel for, the Company at their written instructions or oral direction confirmed by facsimile. Any determination made by the Company on such questions shall be final and binding. With the approval of the Chief Executive Officer, Chief Financial Officer, President, any Vice President or Secretary of the Company (such approval, if given orally, to be promptly confirmed in writing) or any other party designated in writing, by such an officer (collectively the "Officers"), you are authorized to waive any irregularities in connection with any tender of Old Securities pursuant to the Exchange Offer. 5. Tenders of Old Securities may be made only as set forth in the Letter of Transmittal and in the section of the Prospectus captioned "The Exchange Offer -- Procedures for Tendering", and Old Securities shall be considered properly tendered to you only when tendered in accordance with the procedures set forth therein. Notwithstanding the provisions of this Section 5, Old Securities which the Officers of the Company shall approve as having been properly tendered shall be considered to be properly tendered (such approval, if given orally, shall be promptly confirmed in writing). 6. You shall advise the Company with respect to any Old Securities received subsequent to the Expiration Date and accept its instructions with respect to disposition of such Old Securities. 7. You shall accept tenders: (a) in cases where the Old Securities are registered in two or more names only if signed by all named holders; (b) in cases where the signing person (as indicated on the Letter of Transmittal) is acting in a fiduciary or a representative capacity only when proper evidence of his or her authority so to act is submitted; and (c) from persons other than the registered holder of Old Securities, provided that customary transfer requirements, including payment of any applicable transfer taxes, are fulfilled. You shall accept partial tenders of Old Securities where so indicated and as permitted in the Letter of Transmittal and deliver certificates for Old Securities to the registrar for split-up and return any untendered Old Securities to the holder (or such other person as may be designated in the Letter of Transmittal) as promptly as practicable after expiration or termination of the Exchange Offer. 8. Upon satisfaction or waiver of all of the conditions to the Exchange Offer, the Company will notify you (such notice, if given orally, to be promptly confirmed in writing) of its acceptance, promptly after the Expiration Date, of all Old Securities properly tendered and you, on behalf of the Company, will exchange such Old Securities for New Securities and cause such Old Securities to be cancelled. Delivery of New Securities will be made on behalf of the Company by you at the rate of $1,000 principal amount of New Securities for each $1,000 principal amount of the corresponding series of Old Securities tendered promptly after notice (such notice if given orally, to be promptly confirmed in writing) of acceptance of said Old Securities by the Company; provided, however, that in all cases, Old Securities tendered pursuant to the Exchange Offer will be exchanged only after timely receipt by you of certificates for such Old Securities (or confirmation of book-entry transfer into your account at the Book-Entry Transfer Facility), a properly completed and duly executed Letter of Transmittal (or manually signed facsimile thereof) with any required signature guarantees and any other required documents. You shall issue New Securities only in denominations of $1,000 or any integral multiple thereof. 9. Tenders pursuant to the Exchange Offer are irrevocable, except that, subject to the terms and upon the conditions set forth in the Prospectus and the Letter of Transmittal, Old Securities tendered pursuant to the Exchange Offer may be withdrawn at any time prior to the Expiration Date. 10. The Company shall not be required to exchange any Old Securities tendered if any of the conditions set forth in the Exchange Offer are not met. Notice of any decision by the Company not to exchange any Old Securities tendered shall be given (if given orally, to be promptly confirmed in writing) by the Company to you. 11. If, pursuant to the Exchange Offer, the Company does not accept for exchange all or part of the Old Securities tendered because of an invalid tender, the occurrence of certain other events set forth in the Prospectus under the caption "The Exchange Offer - Conditions" or otherwise, you shall as soon as practicable after the expiration or termination of the Exchange Offer return those certificates for unaccepted Old Securities (or effect appropriate book-entry transfer), together with any related required documents and the Letters of Transmittal relating thereto that are in your possession, to the persons who deposited them. 12. All certificates for reissued Old Securities, unaccepted Old Securities or for New Securities shall be forwarded by first-class mail. 13. You are not authorized to pay or offer to pay any concessions, commissions or solicitation fees to any broker, dealer, bank or other persons or to engage or utilize any person to solicit tenders. 14. As Exchange Agent hereunder you: (a) shall not be liable for any action or omission to act unless the same constitutes your own gross negligence, willful misconduct or bad faith, and in no event shall you be liable to a securityholder, the Company or any third party for special, indirect or consequential damages, or lost profits, arising in connection with this Agreement. (b) shall have no duties or obligations other than those specifically set forth herein or as may be subsequently agreed to in writing between you and the Company; (c) will be regarded as making no representations and having no responsibilities as to the validity, sufficiency, value or genuineness of any of the certificates or the Old Securities represented thereby deposited with you pursuant to the Exchange Offer, and will not be required to and will make no representation as to the validity, value or genuineness of the Exchange Offer; (d) shall not be obligated to take any legal action hereunder which might in your judgment involve any expense or liability, unless you shall have been furnished with indemnity satisfactory to you; (e) may conclusively rely on and shall be protected in acting in reliance upon any certificate, instrument, opinion, notice, letter, telegram or other document or security delivered to you and reasonably believed by you to be genuine and to have been signed or presented by the proper person or persons; (f) may act upon any tender, statement, request, document, agreement, certificate or other instrument whatsoever not only as to its due execution and validity and effectiveness of its provisions, but also as to the truth and accuracy of any information contained therein, which you shall in good faith believe to be genuine or to have been signed or presented by the proper person or persons; (g) may conclusively rely on and shall be protected in acting upon written or oral instructions from any authorized officer of the Company; (h) may consult with counsel of your selection with respect to any questions relating to your duties and responsibilities and the advice or opinion of such counsel shall be full and complete authorization and protection in respect of any action taken, suffered or omitted to be taken by you hereunder in good faith and in accordance with the advice or opinion of such counsel; and (i) shall not advise any person tendering Old Securities pursuant to the Exchange Offer as to the wisdom of making such tender or as to the market value or decline or appreciation in market value of any Old Securities. 15. You shall take such action as may from time to time be requested by the Company (and such other action as you may deem appropriate) to furnish copies of the Prospectus, Letter of Transmittal and the Notice of Guaranteed Delivery (as defined in the Prospectus) or such other forms as may be approved from time to time by the Company, to all persons requesting such documents and to accept and comply with telephone requests for information relating to the Exchange Offer, provided that such information shall relate only to the procedures for accepting (or withdrawing from) the Exchange Offer. The Company will furnish you with copies of such documents on your request. You are to mail the Prospectus and the Tender Documents (as defined below) to all of the holders of Old Securities and participants on the day that you are notified by the Company that the Registration Statement has become effective under the Securities Act, or as soon as practicable thereafter, and to make subsequent mailings thereof to any persons who become holders of Old Securities prior to the Expiration Date and to any persons as may from time to time be requested by the Company. The term "Tender Documents" means the Letter of Transmittal, Notice of Guaranteed Delivery, the form of letter to brokers and the form of letter to clients to be used by holders of Old Securities in order to receive New Securities pursuant to the Exchange Offer. All mailings pursuant to this Section 15 shall be by first-class mail, postage prepaid, unless otherwise specified by the Company. All other requests for information relating to the Exchange Offer shall be directed to the Company, Attention: Desiree DeStefano. 16. You shall advise by facsimile transmission Desiree DeStefano, the Vice President of the Company (at the facsimile number (914) 967-9405), and such other person or persons as the Company may request, daily (and more frequently during the week immediately preceding the Expiration Date if requested) up to and including the Expiration Date, as to the number of Old Securities which have been tendered pursuant to the Exchange Offer and the items received by you pursuant to this Agreement, separately reporting and giving cumulative totals as to items properly received and items improperly received. In addition, you will also inform, and cooperate in making available to, the Company or any such other person or persons upon oral request made from time to time prior to the Expiration Date of such other information as they may reasonably request. Such cooperation shall include, without limitation, the granting by you to the Company and such person as the Company may request of access to those persons on your staff who are responsible for receiving tenders, in order to ensure that immediately prior to the Expiration Date the Company shall have received information in sufficient detail to enable it to decide whether to extend the Exchange Offer. You shall prepare a final list of all persons whose tenders were accepted, the aggregate principal amount of Old Securities tendered, the aggregate principal amount of Old Securities accepted and deliver said list to the Company. 17. Letters of Transmittal and Notices of Guaranteed Delivery shall be stamped by you as to the date and, after the expiration of the Exchange Offer, the time, of receipt thereof and shall be preserved by you for a period of time at least equal to the period of time you preserve other records pertaining to the transfer of securities. You shall dispose of unused Letters of Transmittal and other surplus materials by returning them to the Company. 18. For services rendered as Exchange Agent hereunder, the Company shall pay you a fee of $7,500 plus $1,000 for each extension and reasonable legal fees and expenses of your outside counsel. The provisions of this section shall survive the termination of this Agreement. 19. You hereby acknowledge receipt of the Prospectus and the Letter of Transmittal. Any inconsistency between this Agreement, on the one hand, and the Prospectus and the Letter of Transmittal (as they may be amended from time to time), on the other hand, shall be resolved in favor of the latter two documents, except with respect to your duties, liabilities and indemnification as Exchange Agent. 20. The Company covenants and agrees to fully indemnify and hold you harmless against any and all loss, liability, cost or expense, including reasonable attorneys' fees and expenses, incurred without gross negligence or willful misconduct on your part, arising out of or in connection with any act, omission, delay or refusal made by you in reliance upon any signature, endorsement, assignment, certificate, order, request, notice, instruction or other instrument or document believed by you to be valid, genuine and sufficient and in accepting any tender or effecting any transfer of Old Securities believed by you in good faith to be authorized, and in delaying or refusing in good faith to accept any tenders or effect any transfer of Old Securities. In each case, the Company shall be notified by you, by letter or facsimile transmission, of the written assertion of a claim against you or of any other action commenced against you, promptly after you shall have received any such written assertion or shall have been served with a summons in connection therewith. The Company shall be entitled to participate at its own expense in the defense of any such claim or other action and, if the Company so elects, the Company shall assume the defense of any suit brought to enforce any such claim. In the event that the Company shall assume the defense of any such suit, the Company shall not be liable for the fees and expenses of any additional counsel thereafter retained by you, so long as the Company shall retain counsel reasonably satisfactory to you to defend such suit, and so long as you have not determined, in your reasonable judgment, that a conflict of interest exists between you and the Company. The provisions of this section shall survive the termination of this Agreement. 21. You shall arrange to comply with all requirements under the tax laws of the United States, including those relating to missing Tax Identification Numbers, and shall file any appropriate reports with the Internal Revenue Service. 22. You shall deliver or cause to be delivered, in a timely manner to each governmental authority to which any transfer taxes are payable in respect of the exchange of Old Securities, the Company's check in the amount of all transfer taxes so payable; provided, however, that you shall reimburse the Company for amounts refunded to you in respect of your payment of any such transfer taxes, at such time as such refund is received by you. 23. This Agreement and your appointment as Exchange Agent hereunder shall be construed and enforced in accordance with the laws of the State of New York applicable to agreements made and to be performed entirely within such state, and without regard to conflicts of law principles, and shall inure to the benefit of, and the obligations created hereby shall be binding upon, the successors and assigns of each of the parties hereto. No other person shall acquire or have any rights under or by virtue of this Agreement. 24. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original and all of which together shall constitute one and the same agreement. 25. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 26. This Agreement shall not be deemed or construed to be modified, amended, rescinded, cancelled or waived, in whole or in part, except by a written instrument signed by a duly authorized representative of the party to be charged. This Agreement may not be modified orally. 27. Unless otherwise provided herein, all notices, requests and other communications to any party hereunder shall be in writing (including facsimile or similar writing) and shall be given to such party, addressed to it, at its address or telecopy number set forth below: If to the Company: Jarden Corporation 555 Theodore Fremd Avenue Rye, New York 10580 Facsimile: 914-467-9400 Attention: Mr. Ian Ashken If to the Exchange Agent: The Bank of New York Corporate Trust Operations Reorganization Unit 101 Barclay Street- 7 East New York, New York 10286 Attn.: Diane Amoroso Telephone #212-815-3738 Fax # 212-298-1915 28. Unless terminated earlier by the parties hereto, this Agreement shall terminate 90 days following the Expiration Date. Notwithstanding the foregoing, Sections 18 and 20 shall survive the termination of this Agreement. Upon any termination of this Agreement, you shall promptly deliver to the Company any certificates for Old Securities or New Securities, funds or property then held by you as Exchange Agent under this Agreement. 29. This Agreement shall be binding and effective as of the date hereof. Please acknowledge receipt of this Agreement and confirm the arrangements herein provided by signing and returning the enclosed copy. Jarden Corporation By: ------------------------------- Name: Title: Accepted as of the date first above written: THE BANK OF NEW YORK, as Exchange Agent By: ------------------------------ Name: Title: -----END PRIVACY-ENHANCED MESSAGE-----