8-K 1 file001.htm FORM 8-K


                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


                                    FORM 8-K

                               (AMENDMENT NO. __)

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

      Date of Report (Date of earliest event reported): October 20, 2004

                               Jarden Corporation
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             (Exact name of registrant as specified in its charter)

        Delaware                       0-21052                  35-1828377
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(State or other jurisdiction         (Commission              (IRS Employer
     of incorporation)               File Number)           Identification No.)


555 Theodore Fremd Avenue, Rye, New York                                  10580
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(Address of principal executive offices)                              (Zip Code)

       Registrant's telephone number, including area code: (914) 967-9400
                                 --------------



         (Former name or former address, if changed since last report.)



ITEM 7.01 REGULATION FD DISCLOSURE

The following information is being furnished under Item 7.01 "Regulation FD
Disclosure." This information shall not be deemed "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") or otherwise subject to the liabilities of that section, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933,
as amended, or the Exchange Act, except as shall be expressly set forth by
specific reference in such a filing.

As previously announced, the Company received a Commitment Letter dated
September 19, 2004 from Citicorp USA, Inc. (together with its affiliates,
"Citigroup") and Canadian Imperial Bank of Commerce (together with its
affiliates, "CIBC") to provide senior secured credit facilities to finance the
proposed acquisition by the Company of all of the capital stock of American
Household, Inc. (the "AHI Acquisition"), certain related costs and for other
corporate purposes (the "Debt Financing"). In accordance with the terms of the
Commitment Letter and for purposes of determining, among other things, bank
covenant levels, the Company intends to provide potential senior lenders in the
Debt Financing with (i) the AHI Financial Statements (as defined below) and (ii)
financial information regarding estimated adjusted EBITDA amounts for American
Household, Inc. ("AHI") of $118.3 million for the four quarters ended June 30,
2004. The adjustments to operating profit used to arrive at this amount
aggregate approximately $42 million consisting principally of non-acquisition
related restructuring charges, one-time items and foreign exchange effects. The
adjustments recorded to calculate estimated adjusted EBITDA are likely to vary
from those adjustments that the Company would include in pro forma combined
financial information to be presented in the Company's Form 8-K required to be
filed following completion of the AHI Acquisition.

The Company will also provide the Lenders with the following (collectively, the
"AHI Financial Statements"):

     o   Unaudited Consolidated Statements of Operations for the Years Ended
         December 31, 2003 (Successor Company), December 31, 2002 and 2001
         (Predecessor Company);

     o   Unaudited Consolidated Balance Sheets at December 31, 2003 and December
         31, 2002 (Successor Company);

     o   Unaudited Consolidated Statements of Shareholders' Equity (Deficiency)
         as of December 31, 2003 and 2002 (Successor Company), and December 31,
         2001 (Predecessor Company);

     o   Unaudited Consolidated Statements of Cash Flows for the Years Ended
         December 31, 2003 (Successor Company), December 31, 2002 and 2001
         (Predecessor Company); and

     o   Notes to Unaudited Consolidated Financial Statements.



The AHI Financial Statements are based on audited financial statements of AHI
but are being furnished as unaudited for purposes of this Regulation FD
Disclosure. The Company will file audited historical AHI financial statements
following completion of the AHI Acquisition as required by the relevant Form 8-K
rules.

No assurances can be given that the AHI acquisition will be consummated. If the
AHI acquisition is consummated, actual results may vary materially from the
expectations contained herein.

Except for historical information all information in this report consists of
forward-looking statements within the meaning of the federal securities laws and
is intended to qualify for the Safe Harbor from liability established by the
Private Securities Litigation Reform Act of 1995. These forward-looking
statements involve a number of risks, uncertainties and other factors, which may
cause the actual results to be materially different from those expressed or
implied in the forward-looking statements. These risks, uncertainties and other
factors include, among other things, the Company's ability to complete the AHI
transaction and the transactions described above, whether on favorable terms or
at all; the Company's ability to control costs; the Company's debt levels and
its ability to service existing debt; the Company's ability to comply with
restrictive covenants contained in the instruments governing its indebtedness or
obtain waivers if not in compliance; legal and regulatory proceedings and
developments; general economic and political conditions; seasonal fluctuations
in demand and the impact of weather on sales; the Company's ability to identify
trends in the markets and to offer new solutions that address the changing needs
of these markets; the Company's ability to successfully execute its business
model and enhance its product mix; the Company's ability to compete successfully
against competitors; and the other risks identified from time to time in the
Company's Securities and Exchange Commission filings.

The Company is not under any obligation to (and expressly disclaims any such
obligation to) update or alter its forward-looking or other statements contained
herein, whether as a result of new information, future events, or otherwise.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS


     (c) Exhibits. The following exhibit is furnished herewith:

     Exhibit       Description

     99.1          AHI Financial Statements (as defined above)*

* The following information is being furnished under Item 7.01. This information
shall not be deemed "filed" for purposes of Section 18 of the Exchange Act or
otherwise subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act, except as shall be expressly set forth by specific
reference in such a filing.



SIGNATURES
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     Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Dated: October 20, 2004

                                         JARDEN CORPORATION


                                         By: /s/ Desiree DeStefano
                                             -----------------------------------
                                             Name:  Desiree DeStefano
                                             Title: Senior Vice President