CORRESP 6 filename6.htm

KANE KESSLER, P.C.
1350 AVENUE OF THE AMERICAS
NEW YORK, NEW YORK 10019
(212) 541-6222

April 22, 2005

VIA EDGAR

Securities and Exchange Commission
450 Fifth Street, NW
Washington, D.C. 20549

Attention: H. Christopher Owings
Assistant Director

Re: Jarden Corporation
Registration Statement on Form S-3 filed March 9, 2005
File No. 333-123218
Annual Report on Form 10-K for the fiscal year ended
December 31, 2004 filed March 2, 2005 Amendment No. 1
to Current Report on Form 8-K filed March 24, 2005
Preliminary Proxy Statement on Schedule 14A filed
April 6, 2005 File No. 1-13665

Dear Mr. Owings:

We hereby submit in electronic format with the Securities and
Exchange Commission (the "Commission"), pursuant to the Securities Exchange Act
of 1934, as amended (the "Act"), and Regulation S-T, Amendment No. 1 to the
Registration Statement on Form S-3 of Jarden Corporation ("Jarden" or the
"Company"), and the Company's Preliminary Proxy Statement on Schedule 14A, as
amended.

The Form S-3 and Preliminary Proxy Statement have been revised
in response to the Staff's comments contained in the Commission's letter of
comment (the "Staff Letter") dated April 8, 2005. In connection therewith, set
forth on Schedule A hereto are the Company's responses to the Staff Letter,
which have been listed in the order of the comments from the Staff Letter.

Please feel free to contact me at (212) 519-5119, with any
questions regarding the foregoing.

Very truly yours,

/s/ Mitchell D. Hollander
Mitchell D. Hollander
Enclosure

cc: Matthew Benson (with courtesy copy via Federal Express)
Milwood Hobbs (with courtesy copy via Federal Express)
Dave Mittelman
Mike Moran

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SCHEDULE A - RESPONSES OF JARDEN CORPORATION TO THE
COMMISSION STAFF COMMENT LETTER DATED APRIL 8, 2005

FORM S-3

Calculation of Registration Fee Table
-------------------------------------

1. Please confirm your understanding that you may not rely on Rule 416
for the registration of shares issued in excess of the amount named in
the registration fee table that result by operation of your conversion
ratios. Please revise or remove the statement appearing in footnote
(2) as appropriate. See Telephone Interpretation #3S under Securities
Act Sections of the March 1999 supplement to the Manual of
Public1y-Available Telephone Interpretations.

In response to the Staff's comment, we confirm that the
Company may not rely on Rule 416 for the registration of
shares issued in excess of the amount named in the
registration fee table that result by operation of our
conversion ratio of the Company's preferred stock. The Company
understands that Rule 416 only covers any additional shares of
our common stock which become issuable in connection with such
shares because of any stock dividend, stock split, or other
similar transaction effected without the receipt of
consideration which results in an increase in the number of
outstanding shares of our common stock. The Company has
revised the statement appearing in footnote (2) accordingly.

Forward-Looking Statements. page ii
-----------------------------------

2. We note disclosure in the last paragraph under this caption that the
information in the prospectus". . . may prove to be inaccurate
because of the method by which we obtained some of the data for our
estimates or because this information cannot always be verified with
complete certainty " It appears from this disclosure that you are
disclaiming responsibility for the information in the prospectus.
Please revise to avoid any suggestion that you are not responsible
for the accuracy of the disclosure in the prospectus.

The Company has revised the S-3 in response to the Staff's
comment to delete any implication that the Company is not
responsible for the accuracy of the disclosure in the
prospectus.

3. Please relocate this section, the Incorporation of Certain Documents
by Reference section, and the information appearing under the
caption "The Company," to appear after the forepart of the
prospectus. Only the cover page, summary, and risk factors sections
should appear in the forepart of the prospectus.

The Company has revised the S-3 in response to the Staff's
comment and placed the "Forward-Looking Statements," the
"Incorporation of Certain

-3-

Documents by Reference" and "The Company" sections after the
risk factor section.

Risk Factors. page 5
--------------------

4. Please revise your risk factor subheadings to concisely state the
specific material risk each risk factor presents to your company or
investors and the consequences should that risk factor occur. Avoid
simply referring to a fact about your company or a future event in
your subheadings. Stating that the risk may "adversely affect" your
business does not adequately address the potential consequences. For
example, the following risk factor subheadings should be revised
accordingly:

o "We may be adversely affected by the trend towards retail
trade consolidation and private-labeling."

o "Sales of some of our products are seasonal and weather
related."

o "We depend on suppliers in Asia."

o "We depend on a single manufacturing facility for certain
products."

o "We cannot be certain that our product innovations and
marketing successes will continue. "

o "We may experience difficulty in integrating acquired
businesses...,"

o "Our operations are subject to a number of federal, state and
local environmental regulations."

o "We may be adversely affected by remediation obligations..
.,"

o "Our resources may be insufficient to manage the demands
imposed by our growth."

o "We depend upon key personnel."

o "Our significant indebtedness could adversely affect our
financial health."

o "We will require a significant amount of cash to service our
indebtedness..."

o "Our business could be adversely affected because of risks
which are particular to international operations."

-4-

o "Our business could be adversely affected by currency
fluctuations in our international operations."

o "Our performance can fluctuate with the financial condition
of the retail industry."

o "Our failure to successfully protect our intellectual
property rights..."

o "Our business could be adversely affected by complications
resulting from our implementation of new operating software
systems..."

o "We may not be able to implement successfully our
restructuring projects."

o "Certain of our employees are represented by labor unions."

o "Delaware law may limit possible takeovers."

The Company has revised the S-3 in response to the Staff's
comment to state specifically the material risk each risk
factor presents to the Company or investors and the
consequences should that risk factor occur. The Company will
also make conforming changes to the "Forward-Looking
Statements" section of its Form 10-K/A.

5. Some of your risk factors appear generic because the information
could apply to many companies in your industry or even in other
industries. Please revise to specifically indicate how the stated
risk applies to your company, or delete these risk factors. For
example, in the risk factor where you state that you depend upon key
personnel, discuss whether you have formalized employment agreements
with these officers. Revise or delete the following risk factors
accordingly:

o Our operations are dependent upon third-party suppliers and
services providers..., page 6. For example, do you have any
contracts with your primary suppliers and service providers?

o Competition in our industries may hinder our ability to
execute..., page 8. For example, identify primary competitors
in your industry and discuss the competitive environment.

o Our resources may be insufficient to manage the demands
imposed by our growth, page 10. For example, do you expect
rapid growth in the near future?

-5-

o We depend upon key personnel, page 10. For example, do the
key personnel you identify possess unique skills that can not
be replaced?

o Our significant indebtedness could adversely affect our
financial health, page 10. For example, do you have current
plans to incur additional indebtedness?

o We enter into contracts with the United States government,
page 11. For example, is the United States government a
primary customer of your goods and services?

o Our business could be adversely affected by currency
fluctuations in our international operations, page 11. For
example, describe in more specific terms how Currency
fluctuations affect you.

o Our failure to successfully protect our intellectual property
rights. For example, identify any key intellectual property
rights you possess.

o The market price for our common stock may be highly volatile.
For example, will your convertible securities increase the
volatility in your common stock price?

The Company has revised the S-3 in response to the Staff's
comment to either delete or specifically indicate how that
stated risk factors above apply to the Company.

The sale of a substantial amount of our common stock. . .. page 15
------------------------------------------------------------------

6. Due to the significant potential of dilution resulting from the preferred
stock, you must provide risk factors discussing in specific detail the
effects on the market price of the common stock and dilution to common
stockholders resulting from the conversion of the preferred stock.
Accordingly, please discuss clearly under separate captions the following
items:

(1) As of the latest date practicable, the amount of common shares
that you would issue assuming full conversion of all of the
existing preferred stock, the percentage of the total outstanding
common shares these amounts represent, and that you do not know
at present the exact number of shares that you will issue upon
conversion.

(2) To the extent stockholders convert and then sell common stock,
the common stock price may decrease due to the additional shares
in the market.

-6-

(3) The significant downward pressure on the price of the common
stock as the selling stockholder converts and sells material
amounts of common stock could encourage short sales if not by the
selling stockholders then by others. This could place significant
downward pressure on the price of the common stock. In this
regard, explain the meaning and significance of short selling.

(4) The conversion of the securities may result in a substantial
dilution to the interests of other holders of common stock since
the holders of convertible preferred stock may ultimately convert
and sell the full amount issuable on conversion.

(5) The possibility of a change of control resulting from the
issuance of the common and preferred stock to Warburg Pincus and
Catterton.

The Company has revised the S-3 in response to the Staff's comment to
discuss the items enumerated above. Please see the risk factors
entitled:

o The sale of a substantial amount of our common stock,
including shares issued upon conversion of our convertible
preferred stock, in the public market after this offering
could adversely affect the prevailing market price of our
common stock. See page 17 of the marked Form S-3.

o If holders of the preferred stock convert their shares of
preferred stock into shares of common stock, you will
experience immediate dilution. See page 17 of the marked Form
S-3.

o The sale of the shares registered in this offering could
cause our stock price to decline. See page 18 of the marked
Form S-3.

o The holders of the preferred stock and others may have an
incentive to sell common stock in the market before they
convert their shares of preferred stock in expectation that
the market price of our common stock will fall. See page 18
of the marked Form S-3.

o Conversion of the series of preferred stock may reduce the
market price and dilute the relative voting power of our
outstanding common stock. See page 18 of the marked Form S-3.

o There is a concentration of voting power and other
indications of influence on the Company. See page 18 of the
marked Form S-3.

-7-

Selling Stockholders, page 16
-----------------------------

7. We note disclosure indicating that the proceeds from the sale of
securities under your purchase agreement with Warburg Pincus were
placed in escrow. Disclosure in your Form 10-K, however, indicates
that the proceeds were released from escrow in January 2005. Please
clarify here whether or not the proceeds are still held in escrow.

The Company has revised the S-3 in response to the Staff's comment to
clarify that the cash proceeds placed in escrow were released on
January 24, 2005 in connection with the Company's acquisition of
American Household, at which time the securities were also issued and
released from escrow and delivered to Warburg Pincus and Catterton.

8. As currently drafted, the disclosure here regarding the terms of
convertible securities is difficult to understand. Please revise the
last full paragraph on page 16 and the carryover paragraph on pages
16-17 to more clearly and concisely discuss the terms and effect of
the preferred stock. As part of your revisions, we suggest you avoid
legalistic presentations, run-on sentences, and embedded lists. We
also suggest you consider the following:

o The calculation for the number of shares of common stock into
which preferred stock is convertible is confusing.

o Explain the possible adjustments rather than alluding to
"adjustments from time to time," or "subject to adjustment
upon certain changes of control."

o Disclose the dividend rate on the preferred stock and whether
the dividends are payable in cash or additional preferred or
common stock.

o What is the current trading price of your common shares in
relation to the 175% threshold for exercising the right to
require holders of Series B Preferred Stock to convert into
shares of common stock?

o What is the stockholder approval necessary to modify the
conversion of the Series C Preferred Stock?

o Are there any standstill limitations, and if so whether they
may be waived, in connection with the conversion terms?

These are only examples. We may have further comment based upon your revisions.

The Company has revised the S-3 in response to the Staff's comments,
including making the following specific changes:

o We have explained the possible adjustments, rather than
alluding to "adjustments from time to time," or "subject to
adjustment upon certain changes of control," throughout the
"Selling Stockholders" section.

-8-

o We have disclosed the dividend rate on the preferred stock
and whether the dividends are payable in cash or additional
preferred or common stock. See pages 23 and 25 of the marked
Form S-3.

o We have disclosed the current trading price of the Company's
common shares in relation to the 175% threshold for
exercising the right to require holders of Series B Preferred
Stock to convert into shares of common stock. See page 23 of
the marked Form S-3.

o We have disclosed the appropriate stockholder approval
necessary to modify the conversion of the Series C Preferred
Stock. See page 24 of the marked Form S-3.

o We have disclosed any standstill limitations and whether they
may be waived. See page 26 of the marked Form S-3.

9. In future periodic reports, we remind you to please discuss - in
the Management's Discussion and Analysis - the material terms and
possible depressive effects of the securities you are registering
here to the extent any of those securities remain unconverted.

The Company has taken note of this comment and will include such
discussion in future filings beginning with the Form 10-Q for the
three month period ended March 31, 2005.

10. Please identify the beneficial owners of the selling stockholders
referenced in this section.

The Company has revised the S-3 in response to the Staff's
comments as follows:

Footnote (3) to the Selling Stockholder chart has been revised to
clarify that the shares identified as being held by Warburg
Pincus Private Equity VIII, L.P. are beneficially owned by
Warburg Pincus Private Equity VIII, L.P., Warburg Pincus
Netherlands Private Equity VIII I, C.V. and Warburg Pincus
Germany Private Equity VIII, K.G. All of the shares beneficially
owned by the foregoing may be deemed to be beneficially owned by
Warburg Pincus Partners LLC and Warburg Pincus LLP, which are the
general partner and manager, respectively, of each of Warburg
Pincus Private Equity VIII, L.P., Warburg Pincus Netherlands
Private Equity VIII I, C.V. and Warburg Pincus Germany Private
Equity VIII, K.G. and may be deemed to be beneficially owned by
Warburg Pincus & Co. which owns all of the equity of Warburg
Pincus Partners LLC. The address for Warburg Pincus is 466
Lexington Avenue, New York, New York 10017.

Similarly, footnote (4) has been revised to clarify that
Catterton Managing Partner V, L.L.C. is the general partner of
Catterton Partners V, L.P. and Catterton Partners V Offshore,
L.P. and, therefore, may be deemed to be

-9-

the beneficial owner of the shares of Preferred Stock and Common
Stock held by Catterton Partners, L.P. and Catterton Partners V
Offshore, L.P. CP5 Principals, L.L.C. is the Managing Member of
Catterton Managing Partner V, L.L.C. and, therefore, may also be
deemed to be the beneficial owner of the shares of Preferred
Stock and Common Stock held by Catterton Partners V, L.P. and
Catterton Partners V Offshore, L.P. Catterton Partners V
Management Company, L.L.C. is the manager of Catterton Coinvest
I, L.L.C. and, therefore, may be deemed to be the beneficial
owner of the shares of Preferred Stock and Common Stock held by
Catterton Coinvest I, L.L.C. The address for Catterton Partners
is 7 Greenwich Office Park, 599 West Putnam Avenue, Suite 200,
Greenwich, Connecticut 06830.

11. Disclose whether any of the selling stockholders are registered
broker-dealers or affiliates of broker-dealers. For all selling
stockholders that are broker-dealers, disclose that they are
"underwriters" within the meaning of the Securities Act of 1933. You
should revise the Plan of Distribution to state the names of the
selling stockholders who are broker-dealers, and to state that they
are also underwriters with respect to the shares that they are
offering for resale.

In response to the Staff's comment, the selling stockholders have
informed the Company that they are neither registered
broker-dealers nor affiliates of broker-dealers. The Company has
revised the disclosure accordingly. See page 27 of the marked
Form S-3.

12. For selling stockholders who are affiliates of broker-dealers,
disclose, if true, that:

o The seller purchased in the ordinary course of business, and

o At the time of the purchase of the securities to be resold,
the seller had no agreements or understandings, directly or
indirectly, with any person to distribute the securities.

If these statements are not true for any selling stockholder, then the
prospectus must state that the selling stockholder is an underwriter.

In response to the Staff's comment, the selling stockholders have
informed the Company that they are neither registered
broker-dealers nor affiliates of broker-dealers.

Plan of Distribution, page 21
-----------------------------

13. We note disclosure indicating that selling stockholders may sell
shares of your common stock short. Please discuss the effect of
short-selling on the market price of your common shares.

-10-

The Company has revised the S-3 in response to the Staff's
comment to discuss the effect of short-selling on the market
price of the Company's common shares.

Where You Can Find More Information, page 23
--------------------------------------------

14. Please delete your reference to our Chicago regional office as we
no longer maintain that office. See Item 101 (e) of Regulation
S-K.

The Company has revised the S-3 in response to the Staff's
comment to delete the reference to the Chicago office.

FORM 10-K

Business. page 3
----------------

Intellectual Property. page 14
------------------------------

15. We note that you entered into a settlement agreement with Applica
Incorporated and Applica Consumer Products, Inc. to resolve patent
infringement litigation. To the extent the settlement is material,
please disclose all material terms of the settlement agreement and
file the settlement agreement as a material exhibit. See Item 601
of Regulation S-K

In response to the Staff's comment, the Company continues to
believe that the settlement agreement with Applica Consumer
Products, Inc. to resolve patent infringement litigation is
not material to the Company's business, results of operations
and financial condition.

Selected Financial Data. page 23
--------------------------------

16. Please revise your presentation of selected financial data to
balance the presentation of EBITDA and operating cash flows with
cash flows from investing and financing' activities. See Question
12 of the Frequently Asked Questions Regarding the Use of Non-GAAP
Financial Measures which may be found on our website.

We note the Staff's comment regarding the presentation of cash
flows from investing and cash flows from financing activities
in Selected Financial Data and we will add this disclosure to
our Form 10-K/A filing, as set forth on Exhibit A. In
addition, we have moved EBITDA below each of cash flows from
operations, investing and financing activities, as set forth
on Exhibit A.

-11-

Management's Discussion and Analysis. . . . page 25
---------------------------------------------------

Results of Operations. page 28
------------------------------

17. You disclose the business reasons for the change during fiscal 2004
in overall net sales and net sales by segment, the change in gross
margin percentage as well as the change within expense line items
such as selling, general and administrative expenses. However, when
the change between periods is due to more than one reason, you
generally do not provide the dollar amounts or other data to
quantify the impact of each business reason. In future filings,
please revise to quantify the incremental impact of each individual
business reason discussed relating to the overall change in the line
item in circumstances where there is more than one business reason
that caused the change between periods. In periods such as recently
where several acquisitions may represent a principal reason for the
change, you should consistently quantify in dollars or percent what
portion of the change relates to new businesses acquired for each
line item affected. See Item 303(a)(3) of Regulation S-K.

We note the Staff's comment regarding our Results of
Operations as presented in our MD&A and the quantification of
each reason listed where more than one reason is provided for
a line item changing. In future filings we will provide
quantification of the incremental impact of each individual
business reason discussed, including the impact of
acquisitions.

18. Please discuss the implications of general economic and industry
conditions on your results of operations, liquidity and capital
resources. Disclose any known trends or uncertainties in the economy
and industries in which you conduct business that are reasonably
likely to have a material effect on your financial condition or
results or operations. Please see Securities Act Interpretative
Release 33-8350 dated December 29, 2003 for further guidance.

In response to the staff's comment, we have added additional
disclosure regarding known trends and uncertainties in the
economy and industries where we conduct business that are
reasonably likely to have a material effect on our financial
condition or results of operations, as set forth on Exhibit B.

19. Please disclose in tabular form for each period presented the amount
or percentage of total revenue contributed by each class of similar
products or services.

In response to the Staff's comment, in both our Form 10-K/A
filing, as set forth on Exhibit C, and in future filings, we
will provide for each period presented in our Results of
Operations section of MD&A a table

-12-

presenting the amount or percentage of total revenue
contributed by class of similar products or services.

Financial Condition, Liquidity and Capital Resources, page 30
-------------------------------------------------------------

Cash and Financing Availability, page 36
----------------------------------------

20. You disclose that you have evaluated and take into account the AHI
acquisition and its related financing in January 2005 and believe
you can fund cash requirements for the foreseeable future.
Supplementally please tell us what you mean by the phrase" the
foreseeable future." Supplementally please provide in tabular
format a summary of the additional cash requirements you are now
required to fund as a result of the contractual obligations and
commercial commitments accruing from the acquisition of AHI.

In response to the Staff's comment, please note the following:
By foreseeable future we mean that we have prepared a
detailed, "bottom-up" budget for Jarden Corporation for 2005
and we have also prepared a 5 year strategic plan from a "top
down" perspective. Based on the results of that planning, we
can comfortably define the foreseeable future as being at
least 12 months and up to 5 years. We believe this a
reasonable approach to planning and ensuring cash requirements
are met.

For your reference, below is a chart detailing AHI's
contractual obligations and commercial obligations which we
assumed in conjunction with the acquisition. This same
information was included in their audited financial statements
as filed in the Form 8-K/A.

PAYMENTS DUE BY PERIOD
(in millions)
Total <1 yr 1-3 yrs 3-5 yrs >5 yrs
------ ------- ------- ------- ---------
LT debt, excluding scheduled interest payments
Japan term loan $ 6.8 6.8
All other foreign borrowings $ 4.5 4.5
Operating leases $ 66.5 16.7 20.2 13.1 16.5
Pension and OPEB obligations (1) $ 86.1 3.6 17.0 15.6 49.9
Other non-current obligations $ 0.4 0.4
--------------------------------------------------------
$164.3 $ 32.0 $ 37.2 $ 28.7 $ 66.4
========================================================

(1) - AHI funds its benefit plans in amounts consistent with applicable laws and
regulations. Expected contributions for domestic and foreign plans are shown in
the table above. The contribution for the period '> 5 years' represents the
estimated present value of those contributions made during that period.

Commercial commitments, shown below, are items that we could be obligated to pay
in the future and are not included in the table above.

* - AHI, in its normal course of business, enters into standard vendor
agreements with its suppliers and provides purchase orders to vendors in
accordance with this business relationship. Those purchase order commitments are
not included in the table above.

* - AHI is involved in various litigation and environmental matters in the
ordinary course of business. The Company believes that these matters have been
adequately reserved and are not included in the table above.

-13-

Additionally, in conjunction with the AHI acquisition we
entered into new senior debt and repaid our old senior debt.
Accordingly, Jarden's long-term debt, including scheduled
interest payments line would be revised to reflect the
following:

------------------------------------------
CONTRACTUAL OBLIGATIONS PAYMENTS DUE BY PERIOD (MILLIONS OF DOLLARS)
------------------------------------------ ----------------------------------------------------
LESS THAN AFTER 5
TOTAL 1 YEAR 1-3 YEARS 3-5 YEARS YEARS
----- ------ --------- --------- -----

Long-term debt, including scheduled $1,422.1 $ 66.6 $ 131.4 $128.9 $1,095.2
interest payments

Contractual Obligations and Commercial Commitments, page 37
-----------------------------------------------------------

21. We note your disclosure in the table of amounts relating to other
non-current liabilities. Supplementally please tell us if you have
reflected in this line item your cash requirements relating to
anticipated post retirement obligations and material management
compensation agreements that may require cash for the periods
presented.

In response to the Staff's comment, the other non-current
liabilities line in the table of contractual obligations and
commercial commitments (the "Table") does not include cash
requirements relating to anticipated post retirement
obligations (either pension or post retirement obligations) or
material compensation agreements that may require cash for the
periods presented. We will include in our Form 10-K/A filing,
as set forth on Exhibit D, and we will also include in future
filings the estimated amounts of anticipated pension and
postretirement benefit payments for the periods presented in
the Table. Such amounts have been derived from the amounts
that are presently disclosed in footnote 10, Retirement and
Other Employee Benefit Plans of our Form 10-K. We will also
now include in the Table in our Form 10-K/A, as also set forth
on Exhibit D, a new line titled "Executive management
compensation agreements" that includes the non-performance
based cash requirements under our executive officers'
employment agreements for the periods presented. We do not
have any other written management compensation agreements that
we consider to be material. As of December 31, 2004 we also
had amounts accrued for incentive compensation bonuses to
employees and management. Such amounts are included in Accrued
Salaries, Wages and Employee Benefits on our consolidated
balance sheet. We will not include such amounts in the Table
in our Form 10-K/A as they represent, and have been accounted
for, as current liabilities.

-14-

Consolidated Financial Statements
---------------------------------

Consolidated Statements of Income, page 48
------------------------------------------

22. Please be aware that it is not appropriate to present a separate
line item for compensation that is based solely on the form of
compensation, such as restricted stock. Please revise your income
statement to include the charges associated with restricted stock
in the appropriate expense line classification. You may disclose
either on the face of the income statement or in a note the amount
of non-cash compensation expense included in each line item on the
income statement.

We note the Staff's comment regarding our presentation of
restricted stock charges as a separate line item in our
consolidated statements of income. We will revise our
presentation in our Form 10-K/A filing, as set forth on
Exhibit E1, to include these charges in the Selling, General
and Administrative Expenses line of our consolidated
statements of income with a disclosure of the amounts on the
face of the consolidated statements of income. We have also
revised the presentation in our Selected Financial Data and
updated the discussion in our Results of Operations in MD&A to
conform with this change, as set forth on Exhibit A and
Exhibit E2, respectively.

23. Please present interest income and interest expense in separate
line items or disclose in a footnote for each period presented the
amounts of interest income and interest expense that reconciles to
the interest expense, net line item. See paragraphs 7 and 9 of
Rule 5-03 of Regulation S-X.

We note the Staff's comment regarding presenting on separate
line items or presenting separately in a footnote the
respective amounts for both interest income and interest
expense. We had previously presented these two item on a net
basis as the amount of interest income we have received in all
the years presented was not material (less than $1 million in
all three years presented). However, in response to the
Staff's comment we will now update Footnote 8 Debt and
Interest in our Form 10-K/A to disclose separately the amount
of interest income received in the three years presented, as
set forth as Exhibit F.

Notes to Consolidated Financial Statements
------------------------------------------

Note 1 - Significant Accounting Policies
----------------------------------------

24. Refer to your disclosure of the classification of distribution
costs. Please tell us and revise your disclosure to include in a
footnote the types of the other amounts included in the cost of
sales line item and the types of amounts included in the selling,
general and administrative expenses line item.

-15-

We note the Staff's comment regarding our classification of
distribution costs and what other costs are included in both
cost of sales and selling, general and administrative
expenses. Our cost of sales consists of direct costs of the
various inventory (raw material and finished goods) we
procure, manufacturing costs and warehouse and distribution
costs. We had separately disclosed our classification of
distribution costs in cost of sales to be clear that they were
not included in selling, general and administrative expenses
due to the guidance in EITF 00-10 regarding classification of
such costs and the fact that classification of these costs
differs between companies. Our selling, general and
administrative expenses consist of typical selling and
corporate expenses, including payroll and employee benefits,
employment taxes, management information systems, marketing,
advertising, office rent, insurance, legal, finance, audit and
travel. Advertising costs are one of the most significant
components and given that we have already included disclosure
about our accounting for advertising costs we will also
include in our Form 10-K/A a statement to note that these
costs are included in our selling, general and administrative
expenses, as set forth on Exhibit G.

25. Supplementally please tell us if you pay slotting fees, engage in
cooperative advertising, have buy-down programs, or make other
payments or provide other promotions to resellers. If so, please
tell us and revise your disclosure to include your accounting policy
for each of these types of arrangements, including the statement of
income line item that each type of arrangement is included in. For
each expense line item that includes these types of arrangements,
please disclose the related amounts included in that line item. For
each type of arrangement treated as an expense rather than as a
reduction of revenues, please tell us how this arrangement meets the
requirements of EITF 01-9. Please also discuss in Management
Discussion and Analysis any significant estimates resulting from
these arrangements.

In response to the Staff's comment, we do pay slotting fees
(which we also sometimes refer to as space programs), engage
in cooperative advertising, partake in buy-down programs
(which we also refer to as markdowns) and make other payments
or provide other promotions to resellers (which we refer to by
various names such as volume incentive rebates, trade
discounts, cash discounts, end cap allowances, advertising
allowances, new store discounts, new store allowances, buy
back programs and billbacks).

We record all of these items as a reduction to sales with the
exception of certain cooperative advertising expenses which
have been included in SG&A. Such cooperative advertising
expenses totaled approximately $6.3 million, $5.8 million and
$5.4 million in 2004, 2003 and 2002, respectively.

-16-

We believe that the cooperative advertising which is included
in SG&A meets the requirements of EITF 01-9 as it is meets
BOTH condition (a) and (b) of Paragraph 9.

In respect of condition (a) the cooperative advertising funds
are used to purchase advertising space within our customer's
regular weekly, monthly, quarterly, or annual circulars. Each
time an advertisement of our product is placed in our
customer's circular, we require (prior to payment for this
service) that the customer send to us (the vendor) a copy of
the advertisement as proof that we received an "identifiable
benefit" in the form of a service that we could have
alternatively and independently purchased from other sources
such as our advertising agency prior to payment to the vendor.

In respect of condition (b) we are able to reasonably estimate
the fair value of the derived benefits of the advertising
purchased through the use of cooperative funds and as such,
have identified that the consideration paid for the benefits
that we receive in the form of national advertising is under
the estimated fair value of the benefit received. The two
primary parameters we used for establishing a fair benchmark
were (1) cost and (2) circulation of the derived benefit (the
print advertisement). We performed calculations that compared
the cost of one time insertions for a print campaign in a
national newspaper insert to a one time run in a customer's
circular which is distributed on a national basis. Our results
proved that the actual cost incurred per circular was below
that which we would be able to obtain for approximately the
same amount of print coverage through a vendor other than our
customer. Therefore, we had received a tangible benefit in the
form of an advertisement from our customers that was at fair
market value.

We will revise our disclosure in our Form 10-K/A by adding a
new paragraph titled Sales Incentives and Trade Promotion
Allowances in our Significant Accounting Policies Footnote, as
set forth as Exhibit H. Such paragraph discusses the types of
arrangements that we enter into and the fact that they are all
treated as a deduction to net sales with the exception of the
cooperative advertising amounts discussed above. The
disclosure includes a discussion of the dollar amount of
cooperative advertising that is included within SG&A. We have
also included a new paragraph titled Promotion and Rebate
Accruals in our Critical Accounting Policies disclosure in our
MD&A which we believe is responsive to your request to discuss
significant estimates resulting from these arrangements, as
set forth as Exhibit I.

-17-

Revenue Recognition. page 53
----------------------------

26. You disclose that revenue is recognized when title transfers
which, in most cases, occurs at the time when products are shipped
to customers. Supplementally please tell us and expand your
disclosure in future filings to clarify how your accounting policy
for revenue recognition on product sales complies with the
requirements of SAB Topic 13A.3 - . Delivery and Performance. If
your shipping terms determine risk of loss during shipment and/or
title transfer, please explain them to us and disclose such terms
in future filings.

We note the Staff's question regarding revenue recognition. We
recognize revenue at the time of product shipment or delivery,
depending on when title passes, to unaffiliated customers, and
when all of the following have occurred: a firm sales
agreement is in place, pricing is fixed or determinable, and
collection is reasonably assured. In situations where our
shipping terms with certain customers are FOB Destination we
have procedures in place in each reporting period to adjust
our net sales to reflect the shipping terms. As a result of
these procedures we ensure that our revenue recognition
policies comply with the requirements of SAB Topic 13A.3. Also
we do sell an immaterial amount (0.6% of our total net
revenues in 2004) of consignment sales each year (principally
to QVC) where there is a significant right of return. Revenue
on these sales is recognized upon sale by those resellers to
the end user.

We will expand our disclosure in both the Revenue Recognition
paragraph of our Significant Accounting Policies and the
Critical Accounting Policies in MD&A in our Form 10-K/A as per
your request, as set forth on Exhibit J.

Depreciation. page 54
---------------------

27. We note your disclosure in Note 12 that you lease certain assets.
Supplementally please tell us and disclose in future filings the
useful life used to calculate amortization of leasehold
improvements. Please also tell us your basis if you include any
option years in your determination of the useful life of these
assets.

We note the Staff's comment regarding the fact that we lease
certain assets (mainly warehouse and office space) and
although we do have a relatively significant amount of annual
lease expense our capitalized leasehold improvements are
immaterial (less than $2 million net book value as of
12/31/04). All of our leasehold improvements are being
amortized over the life of the lease (with no consideration
given to option years) with the exception of one property
where the original cost of the leasehold improvements was less
than 0.5% of our total net fixed assets as of December 31,
2004. In that case costs are being amortized over the renewal
period on the lease given that there is a penalty clause for
failure

-18-

by the landlord to renew the lease which is sufficient to make
renewal of the lease reasonably assured at its inception. In
future filings we will disclose our accounting policy for
leasehold improvements.

Note 2 - Adoption of New Accounting Pronouncements pages 55-57
--------------------------------------------------------------

28. Please tell us and provide SAB 74 disclosure for FIN 46 and FIN 46R.

In response to the Staff's comment, please note the following:
The adoption of both FIN 46 and FIN46R was not material to the
Company. We will provide SAB 74 disclosure to this effect in
our Form 10-K/A in both MD&A and Footnote 2 Adoption of New
Accounting Pronouncements in the Financial Statements, as set
forth on Exhibit K.

Note 7 - Intangibles. page 64
-----------------------------

29. We note your disclosure of the allocation of cost to intangible
assets such as trademarks acquired during fiscals 2003 and 2004.
Supplementally please explain to us your basis and the reason why
you did not allocate a portion of the excess purchase price of any
of the acquisitions to other identifiable intangible assets, other
than goodwill, such as, contracts and customer lists. Refer to
paragraphs A14 to A28 of SFAS 141.

In response to the Staff's comment, please note the following:
Note 7 - Intangibles describes the allocation of our purchase
price to the fair value of the assets and liabilities acquired
in the Diamond Acquisition, the Lehigh Acquisition and the
USPC Acquisition. As a consumer products company, in general,
our customer relationships are not contractual and are not
separable. This is because such relationships are
purchase-order based and we do not retain any information
about the customers which we can sell to others. This fact
pattern applies to the customers of USPC, Diamond and Lehigh
and accordingly we did not allocate any portion of the
respective purchase prices to customer related intangibles.
The products distributed by our businesses, including the
products distributed by Diamond (such as matches and
toothpicks), Lehigh (such as rope, cord and twine) and USPC
(such as playing cards) are not based on proprietary
technology, trade secrets or patents and are considered
everyday products. For USPC and Diamond, the brand names are
recognizable to consumers and, accordingly, sell through to
such consumers from our customers. Accordingly, our customers
continue to order product from us. For all three acquired
businesses, the strength of their reputation (e.g. their trade
names) in the retail trade also factored into the value of the
businesses. Management's ability to purchase and manufacture
products for sale at these businesses led to strong margins
and the ability to continue to price products attractively for
the customers. After considerable examination of the potential
intangible assets acquired

-19-

and, in the case of Diamond and Lehigh, independent FAS 141
appraisals, we concluded that the primary intangible assets
acquired were trademarks and tradenames and allocated the
purchase prices accordingly.

Note 8 - Debt and Interest. pages 64 -67
----------------------------------------

30. Supplementally please tell us and revise your disclosure in future
filings to indicate if you are in compliance with all covenants and
the repercussions of not meeting them. Please also disclose the
existence of any cross-default provisions. Refer to Rule 4-08( c) of
Regulation S-X.

In response to the Staff's comment, the Company was in
compliance as of the date of the filing of its Form 10-K and
continues to be in compliance with, all covenants contained in
each of our Credit Agreement dated January 24, 2005 (the
"Credit Agreement") and our Indenture in respect of our 9 3/4%
Senior Subordinated Notes (the "Indenture"). The Company was
also in compliance as of December 31, 2004 with all covenants
contained in our Indenture and the Second Amended and Restated
Credit Agreement that was in effect as of that date. Each of
our Credit Agreement and Indenture contain cross-default
provisions pursuant to which a default in respect of certain
of our other indebtedness could trigger a default by the
Company under the Credit Agreement and the Indenture. If the
Company defaults under the covenants (including the
cross-default provisions) our lenders could foreclose on their
security interest in our assets, which would have a material
adverse effect on our business, results of operations and
financial condition. We advise the Staff that our future
filings will include disclosure regarding covenant compliance
and the related repercussions of non-compliance as well as any
applicable disclosure required by Rule 4-08(c) of Regulation
S-X.

31. You disclose on page 65 that your Amended Credit Agreement as of
December 31, 2004 included certain debt covenants that include
restrictions on dividends and certain transactions with affiliates.
Supplementally please tell us and revise your disclosure in future
filings to include the specific nature of the restrictions on
dividends by you as required by Rule 4-08(e)(1) of Regulation S-X.
Also, please tell us if there are specific restrictions on any
transfer of assets of your subsidiaries to you in the form of loans,
advances or cash dividends without the consent of a third party. If
so, please provide us with the detailed computations you performed
demonstrating that the restricted assets do not exceed the 25%
threshold. If the restricted assets exceed the 25% threshold, revise
your financial statements to include the disclosure required by Rule
4-08(e)(3) of Regulation S-X and Schedule I, which are discussed
under Rules 5-04 and 12-04 of Regulation S-X.

In response to the Staff's comment, please note the following:

-20-

The Company's Amended Credit Agreement as of December 31, 2004
contained a covenant which restricted the Company and its
subsidiaries from making certain "restricted payments" (any
dividend or other distribution (whether in cash, securities or
other property) with respect to any capital stock or other
equity interest of the Company or any subsidiary), except
that:

o each guarantor may make restricted payments to the
Company and to other guarantors and each subsidiary
that is not a guarantor may make restricted payments
to other subsidiaries and the Company;

o the Company and each subsidiary may declare and make
dividend payments or other distributions payable
solely in the common stock of such person; and

o the Company may repurchase shares of its own stock
(provided certain conditions are met).

We note that the Amended Credit Agreement was terminated on
January 24, 2005 and replaced with a new Credit Agreement, as
of the same date (the "New Credit Agreement").

The Company will revise its disclosure in future filings to
include the specific nature of the restrictions on dividends
by the Company that are required by Rule 4-08(e)(1) of
Regulation S-X.

We also supplementally advise the Staff that each of the New
Credit Agreement, our Indenture and the respective
Certificates of Designation for our Series B and C Preferred
Stock contain restrictions on the payment of dividends, as set
forth below.

The New Credit Agreement contains a covenant which restricts
the Company and its subsidiaries from making certain
"restricted payments" (any dividend or other distribution
(whether in cash, securities or other property) with respect
to any stock or stock equivalents of the Company or any
subsidiary), except that:

o each guarantor may make restricted payments to the
Company and to other guarantors and each subsidiary
that is not a guarantor may make restricted payments
to other subsidiaries and the Company;

o the Company and each subsidiary may declare and make
dividend payments or other distributions payable
solely in the stock of such person;

o the Company may pay dividends in respect of the
Company's preferred stock paid in kind and not in
cash;

-21-

o from and after December 1, 2009, the Company may
declare and make cash dividend payments or other
distributions to the holders of the then outstanding
shares of preferred stock in accordance with the terms
of the applicable certificate of designations
(provided certain conditions are met);

o the Company may repurchase shares of its own stock
(provided certain conditions are met);

o from and after January 24, 2009, the Company may
repurchase or redeem shares of its preferred stock;
and

o the Company may make restricted payments during any
fiscal year not otherwise permitted pursuant to the
clauses above in an aggregate amount not to exceed the
available repurchase amount, provided that certain
applicable thresholds are met.

The Indenture contains a covenant which restricts the Company
and its restricted subsidiaries from declaring or paying any
dividends or making any other payment or distribution of the
Company's or any restricted subsidiaries equity interests or
to the holders of the Company's or any restricted subsidiaries
equity interest in their capacity as such (other than
distributions payable in equity interests of the Company or to
the Company or a restricted subsidiary of the Company), unless
specified thresholds are met.

The respective Certificates of Designation for the Series B
and C Preferred Stock each prohibit the Company from taking
certain actions, including the payment of dividends in excess
of certain financial ratios.

We respectfully advise the Staff, that the Company
historically has not paid any dividends, and does not expect
to pay cash dividends on its common stock in the foreseeable
future, as stated in Item 5 of the Company's Form 10-K.

We advise the Staff that there are no specific restrictions on
any transfer of assets of the Company's subsidiaries to the
Company in the form of loans, advances or cash dividends
without the consent of a third party.

Controls and Procedures. page 79
--------------------------------

32. We note that you have excluded from the evaluation of internal
controls the impact of the recent acquisition of Bicycle Holding,
Inc. and its subsidiary United States Playing Card Company. Please
disclose any changes that have resulted from the acquisitions or,
alternatively, confirm to us that no change has occurred within
the scope of Item 308(c).

In response to the Staff's comment, we confirm that no change
has occurred within the scope of Item 308(c) as a result of
the acquisition of

-22-

Bicycle Holding, Inc. and its subsidiary United States Playing
Card Company.

Exhibits, Financial Statement Schedules and Reports on Form 8-K
---------------------------------------------------------------

Schedule II - Valuation and Qualifying Accounts and Reserves. page 94
---------------------------------------------------------------------

33. Supplementally please tell us and revise your disclosure in future
filings to include amounts for sales returns and allowances for
all periods presented. Also, in light of the fact that revenues
increased 43% during fiscal 2004 and 60% during fiscal 2003,
please explain to us how you factored into your calculations and
analysis of sales returns and allowance the impact of significant
increases in revenues the past two fiscal years.

We note the Staff's question regarding our sales returns and
allowances in conjunction with your review of our Schedule II
- Valuation and Qualifying Accounts and Reserves ("Schedule
II"). All of our sales returns accruals and the majority of
our allowances are included as a net to our account receivable
balance and as such were already included in Schedule II.
Certain of our accrued volume rebates and advertising
allowances are included in other current liabilities and are
therefore not included in Schedule II. Although you correctly
note that sales revenues increased significantly in both
fiscal 2004 and 2003, such increases were principally the
result of acquisitions of new businesses. Increases in the
reserves against accounts receivable as a result of these new
acquisitions have been included in the "Other" column on
Schedule II. Primarily as a result of these acquisitions the
overall reserve against accounts receivable has increased by
approximately 132% from December 31, 2002 to December 31,
2004, which is well in line with the increases in sales
revenues that the Staff notes we have achieved.

Exhibits 31.1 and 31.2
----------------------

34. It appears that these certifications do not comply with the
requirements of Item 601(b)(31) of Regulation S-K. In particular,
the certifications do not include paragraph 4(b), which is
required when management provides its report on internal controls
over financial reporting. Please amend your Form 10-K to provide
the full certification for both the Chief Executive Officer and
Chief Financial Officer as required by Item 601(b)(31) of
Regulation S-K. Please be aware that compliance with this comment
requires that you refile the Form 10-K in its entirety.

The Company has revised the appropriate certifications, which
will be exhibits to the Company's Form 10-K/A, as amended in
its entirety, to include paragraph 4(b), without qualification
thereto.

FORM 8-K

-23-

Unaudited Pro Forma Condensed Consolidated Financial Statements
---------------------------------------------------------------

35. Your disclosure suggests that there may be revisions to the
preliminary purchase price allocations. Please provide us with a
summary of the changes and related reasons.

In accordance with FAS 141 and APB 16, we will be refining our
preliminary purchase price allocations throughout the year
following the date of the acquisitions. However, we do not
expect the allocations to change materially when they are
finalized. We do not yet know what changes may occur as we are
in the process of obtaining independent valuations and
performing necessary analyses to properly reflect the fair
value and deferred tax effects of the following material
items:

1. Certain litigation and environmental obligations

2. Fixed assets

3. Identifiable intangible assets, primarily consisting
of trademarks

4. Pension and post retirement obligations

36. We note the adjustment relating to goodwill and intangible assets
of $297.8 million for the AHI acquisition. Supplementally provide
us with a summary of the type and amounts relating to intangible
assets and your basis for these allocations. See paragraph A14 to
A28 of SFAS 141.

In response to the Staff's comment, please note the following:
Our allocation to goodwill is preliminary as described in our
pro formas and in our response to the Staff's comment #35.
However, we believe the majority of the intangible adjustment
will be to goodwill. We are planning to obtain an independent
valuation of the identifiable intangible assets we purchased
in conjunction with our acquisition of AHI. We are currently
preparing the detailed assumptions and projections related to
those assets along with a list of those assets based on how
Jarden viewed and valued such assets during the acquisition
process. Such assumptions and projections will be provided to
the independent appraiser. However, because AHI applied "fresh
start" accounting in 2002, we do not expect a materially
different result from their book-basis value of identifiable
intangibles.

PRELIMINARY PROXY STATEMENT

37. Please revise to comply with the above comments as applicable.

The Company has revised the Preliminary Proxy Statement in
response to the Staff's comment and has made certain
applicable changes referenced in comment numbers 8 and 10 to
the Preliminary Proxy Statement.

-24-

EXHIBIT A

FOR THE YEAR ENDED DECEMBER 31,
--------------------------------------------------------------------------
2004 2003 2002 2001 2000
(a) (b) (c) (d) (e) (f) (g) (h)
------------ ------------ ------------ ---------- -----------
(dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:

Net sales ........................... $ 838,609 $ 587,657 $ 367,104 $ 304,276 $ 356,123
Costs and expenses:
Cost of sales .................. 563,210 374,614 223,663 237,357 280,671
Selling, general and
administrative expenses
(including restricted stock
charges of $32,415 and $21,833
in 2004 and 2003, respectively) 179,316 141,593 78,332 47,829 49,686
Goodwill amortization .......... -- -- -- 5,153 6,404
Special charges and
reorganization expenses (i) .. -- -- -- 4,978 380
Loss on divestiture of assets
and product lines ............. -- -- -- 122,887 --
--------- --------- --------- --------- ---------
Operating earnings (loss) ........... 96,083 71,450 65,109 (113,928) 18,982
Interest expense, net ............... 27,608 19,184 12,611 11,791 11,917
Income tax provision (benefit) ...... 26,041 20,488 16,189 (40,443) 2,402
Minority interest in gain (loss) of
consolidated subsidiary .......... -- -- -- 153 (259)
--------- --------- --------- --------- ---------
Net income (loss) ................... $ 42,434 $ 31,778 $ 36,309 $ (85,429) $ 4,922
========= ========= ========= ========= =========

Basic earnings (loss) per share ..... $ 1.55 $ 1.40 $ 1.74 $ (4.47) $ 0.26
Diluted earnings (loss) per share ... $ 1.49 1.35 $ 1.68 $ (4.47) $ 0.26

AS OF AND FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------------------------
2004 2003 2002 2001 2000
(a) (b) (c) (d) (e) (f) (g) (h)
------------ ------------ ------------ ------------- -------------
(dollars in thousands)
OTHER FINANCIAL DATA:
Cash flows from operations (k).... $ 70,415 $ 73,821 $ 71,013 $ 39,857 $ 19,144
Cash flows provided by (used in)
financing activities........... 98,066 284,796 111,547 (52,237) (12,968)
Cash flows provided by (used in)
investing activities........... (273,216) (289,996) (132,157) 15,453 (20,267)
Depreciation and amortization..... 19,175 15,045 10,001 18,797 21,311

EBITDA (j)........................ 115,258 86,495 75,110 (95,284) 40,552
Capital expenditures.............. 10,761 12,822 9,277 9,707 13,637

BALANCE SHEET DATA:
Cash and cash equivalents......... $ 20,665 $ 125,400 $ 56,779 $ 6,376 $ 3,303
Working capital (m)............... 181,371 242,039 101,557 8,035 22,975
Total assets...................... 1,042,381 759,674 366,765 162,234 310,429
Total debt........................ 487,451 387,382 216,955 84,875 137,060
Total stockholders' equity........ 333,951 249,905 76,764 35,129 118,221

-25-

EXHIBIT B

THE FOLLOWING STATEMENTS HAVE BEEN PLACED THROUGHOUT THE COMPANY'S MD&A
AS INDICATED:

Acquisition Activities
----------------------

The current mergers and acquisitions market conditions reflect rising
ratios of purchase prices to earnings. This market trend could adversely affect
our ability to identify and purchase businesses at an attractive price in the
future.

Results of Operations - Comparing 2004 to 2003
----------------------------------------------

For our recently acquired playing card brands, the current consumer
market excitement surrounding poker has boosted sales in our branded consumables
segment during 2004.

More competition in the market for home vacuum packaging machines has
put pressure on our margins in the consumer solutions segment during 2004.

Our gross margin during 2004 has been negatively affected during 2004
by rising market prices for commodities, including steel and resin.

Financial Condition, Liquidity and Capital Resources - 2002 Activity
--------------------------------------------------------------------

We believe our interest rate hedges appropriately moderate any material
interest rate risk associated with our floating rate debt. Additionally, our
leverage ratio, which we believe is low, in general, helps protect us from
material affects of interest rate market trends.

Cash Flows from Operations
--------------------------

Recently, resin and steel market pricing has been increasing and
negatively affecting the gross margin of our businesses. Continued increase will
continue to affect our earnings, and thereby our cash flow from operations.
Although our businesses are generally non-cyclical, because our products are
primarily consumer products, market trends for consumers could reasonably be
expected to affect our sales level and thereby affect our cash flows.

Cash and Financing Activity
---------------------------

Our ability to access both debt and equity capital markets and to
obtain attractive rates of return on our invested capital is dependent on the
capital market conditions in general. For example, rising interest rates could
increase our interest expense. Additionally, stock market devaluation in general
could devalue our publicly traded common stock and thereby make it more
difficult to attract equity investors.

-26-

EXHIBIT C

RESULTS OF OPERATIONS - COMPARING 2004 TO 2003

YEAR ENDED DECEMBER 31,
----------------------------
(in millions) 2004 2003
------------ ---------

Kitchen products (1) ........................... $ 205.8 $ 194.4
Home improvement products (2)................... 138.1 41.0
Playing cards products (3)...................... 80.5 -
Other specialty products (1)(2)(3).............. 48.7 22.5
---------- -----------
Total branded consumables (1)(2)(3).......... 473.1 257.9
Consumer solutions (4)....................... 222.2 216.1
Plastic consumables (5)...................... 128.1 109.1
Other........................................ 67.5 42.8
Intercompany (6)............................. (52.3) (38.2)
---------- -----------
Total net sales...................... $ 838.6 $ 587.7
========== ===========

(1) The Diamond Brands wood manufacturing operation and branded product
distribution business is included in the branded consumables segment effective
February 1, 2003.

(2) The Lehigh business is included in the branded consumables segment effective
September 2, 2003.

(3) The USPC business is included in the branded consumables segment effective
June 28, 2004.

(4) The consumer solutions segment was created upon the purchase of Tilia,
effective April 1, 2002.

(5) The Diamond Brands plastic manufacturing operation is included in the
plastic consumables segment effective February 1, 2003.

(6) Intersegment sales are recorded at cost plus an agreed upon intercompany
profit on intersegment sales.

RESULTS OF OPERATIONS - COMPARING 2003 TO 2002

YEAR ENDED DECEMBER 31,
-----------------------------
(in millions) 2003 2002
------------ -----------
Kitchen products (1) ........................... $ 194.4 $ 109.1
Home improvement products (2)................... 41.0 -
Other specialty products (1)(2)................. 22.5 2.1
------------ -----------
Total branded consumables (1)(2)............. 257.9 111.2
Consumer solutions (3)....................... 216.1 145.3
Plastic consumables (4)...................... 109.1 70.6
Other........................................ 42.8 41.0
Intercompany (5)............................. (38.2) (1.0)
------------ -----------
Total net sales...................... $ 587.7 $ 367.1
============ ===========

(1) The Diamond Brands wood manufacturing operation and branded product
distribution business is included in the branded consumables segment effective
February 1, 2003.

(2) The Lehigh business is included in the branded consumables segment effective
September 2, 2003.

(3) The consumer solutions segment was created upon the purchase of Tilia,
effective April 1, 2002.

(4) The Diamond Brands plastic manufacturing operation is included in the
plastic consumables segment effective February 1, 2003.

(5) Intersegment sales are recorded at cost plus an agreed upon intercompany
profit on intersegment sales.

-27-

EXHIBIT D

CONTRACTUAL OBLIGATIONS AND COMMERCIAL COMMITMENTS

The following table includes aggregate information about our contractual
obligations as of December 31, 2004 and the periods in which payments are due.
Certain of these amounts are not required to be included in our consolidated
balance sheet:

---------------------------------------------
CONTRACTUAL OBLIGATIONS PAYMENTS DUE BY PERIOD (MILLIONS OF DOLLARS)
--------------------------------------------- ------------------------------------------------------------
LESS THAN 1
TOTAL YEAR 1-3 YEARS 3-5 YEARS AFTER 5 YEARS
----- ----------- --------- --------- -------------

Long-term debt, including scheduled
interest payments (1) $ 631.3 $ 45.1 $ 211.0 $ 159.1 $ 216.1
Operating leases..................... 19.9 6.7 7.4 2.2 3.6
Unconditional purchase obligations... 4.3 4.3 - - -
Pension and post retirement obligations 36.5 3.1 6.5 7.1 19.8
Executive management compensation agreements 5.1 2.1 3.0 - -
Other non-current obligations........ 0.2 0.1 0.1 - -
--------------- -------------- -------------- --------------- --------------
Total. $ 697.3 $ 61.4 $ 228.0 $ 168.4 $ 239.5
=============== ============== ============== =============== ==============

(1) The debt amounts are based on the principal payments that will be due
upon their maturity as well as scheduled interest payments. Interest
payments on our variable debt have been calculated based on their
scheduled payment dates and using the weighted average interest rate on
our variable debt as of December 31, 2004. Interest payments on our
fixed rate debt are calculated based on their scheduled payment dates.
The debt amounts exclude approximately $3.2 million of non-debt
balances arising from the interest rate swap transactions described in
Item 8. Note 15. Financial Statements and Supplementary Data.

-28-

EXHIBIT E1

JARDEN CORPORATION
CONSOLIDATED STATEMENTS OF INCOME
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

YEAR ENDED DECEMBER 31,
--------------------------------------
2004 2003 2002
---------- ----------- ----------
Net sales .................................. $838,609 $587,657 $367,104
Costs and expenses:
Cost of sales ........................... 563,210 374,614 223,663
Selling, general and administrative
expenses (including restricted stock charges
of $32,415 and $21,833 in 2004 and 2003,
respectively) .............................. 179,316 141,593 78,332
-------- -------- --------
Operating earnings ......................... 96,083 71,450 65,109
Interest expense, net ...................... 27,608 19,184 12,611
-------- -------- --------
Income before taxes ........................ 68,475 52,266 52,498
Income tax provision ....................... 26,041 20,488 16,189
-------- -------- --------
Net income ................................. $ 42,434 $ 31,778 $ 36,309
======== ======== ========

Basic earnings per share ................... $ 1.55 $ 1.40 $ 1.74
Diluted earnings per share ................. $ 1.49 $ 1.35 $ 1.68

Weighted average shares outstanding:
Basic .................................. 27,353 22,663 20,910
Diluted ................................ 28,455 23,531 21,588

-29-

EXHIBIT E2

RESULTS OF OPERATIONS - COMPARING 2004 TO 2003

Selling, general and administrative expenses decreased as a percentage
of net sales from 24.1% in 2003 to 21.4% in 2004. During the fourth quarters of
2004 and 2003, we recorded non-cash restricted stock charges of approximately
$32.4 million and $21.8 million, respectively, relating to the lapsing of
restrictions over restricted stock issuances to certain executive officers. The
decrease in percentage terms of our selling, general and administrative expenses
was principally due to the inclusion of the acquisitions completed during 2003
and 2004 which have relatively lower selling, general and administrative
expenses as a percentage of net sales and also due to spending not increasing at
the same rate as organic growth. The increase in dollar terms, from $141.6
million in 2003 to $179.3 million in 2004, was principally the result of a
larger non-cash restricted stock charge in 2004, the acquisitions completed
during 2003 and 2004, higher sales and marketing expenses in our branded
consumables segment and higher validation costs incurred for new business
development projects and higher employee compensation costs in our plastic
consumables segment, partially offset by lower media spending, lower legal costs
and lower employee compensation costs in the consumer solutions segment.

RESULTS OF OPERATIONS - COMPARING 2003 TO 2002

Selling, general and administrative expenses increased to $141.6 million
in 2003 from $78.3 million in 2002, or, as a percentage of net sales, increased
to 24.1% in 2003 from 21.3% in 2002. The increase in dollar terms was
principally due to a non-cash restricted stock charge of approximately $21.8
million relating to the lapsing of restrictions over restricted stock issuances
to certain officers that was recorded in the fourth quarter of 2003 and the
result of the acquisitions completed during 2003 and 2002. Also, the selling,
general and administrative expenses increased, in part, due to higher marketing
expenditures and legal costs. The increase in percentage terms was principally
due to the non-cash restricted stock charge. Absent this charge, there would
have been a decrease in percentage terms which was principally due to the
addition of the Diamond Brands and Lehigh product lines, which have relatively
lower selling, general and administrative expenses as a percentage of net sales
compared to those of our consumer solutions segment.

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EXHIBIT F

Interest Income earned by the Company for the years ended December 31,
2004, 2003 and 2002 was $0.7 million, $0.5 million and $1.0 million,
respectively.

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EXHIBIT G

Prepaid Media and Advertising Costs

Direct advertising costs (primarily media expenses) related to
infomercial sales are recorded as prepaid assets when paid in advance. The
expense is recognized when the infomercial is aired. All production expenses
related to the infomercials are expensed upon the first showing of the
infomercial. The Company's other advertising costs, consisting primarily of ad
demo and cooperative advertising, media placement and promotions are expensed as
incurred. The Company incurred advertising costs, which are all included in
Selling, General and Administrative Expenses in the Consolidated Statements of
Income, in the approximate amounts of $24.0 million, $25.9 million and $17.8
million for the years 2004, 2003 and 2002, respectively. Amounts of $0.4 million
and $0.5 million were included in the Company's Prepaid Expenses and Other
Current Assets in the Consolidated Balance Sheet as of December 31, 2004 and
2003, respectively.

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EXHIBIT H

Sales incentives and trade promotion activities

In certain situations, the Company pays slotting fees and other
promotional payments and engages in cooperative advertising, buy-down programs
and other promotions to resellers of its consumer products. In general the cost
of these promotion activities that are provided to customers is classified as a
reduction to net sales. The cooperative advertising costs that the Company
incurs and which meet the requirements of Emerging Issues Task Force 01-9,
Accounting for Consideration Given by a Vendor to a Customer (including a
Reseller of the Vendor's Products), are included in Selling, General and
Administrative Expenses in the Consolidated Statements of Income. Such amounts
were approximately $6.3 million, $5.8 million and $5.4 million for the years
2004, 2003 and 2002, respectively.

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EXHIBIT I

Promotion and rebate accruals

Among those factors affecting our accruals for promotions are estimates
of the number of activities within promotional programs between us and our trade
customers. Certain of our rebate accruals are based on estimates of the quantity
of products that our customers have sold to their consumers. Estimates of trade
promotion liabilities for promotional program costs incurred, but unpaid, are
generally based on estimates of the quantity of customer sales, timing of
promotional activities and forecasted costs for activities within the
promotional programs. Settlement of these liabilities sometimes occurs in
periods subsequent to the date of the promotion activity. Trade promotion
programs include introductory marketing funds such as slotting fees, cooperative
advertising and other activities conducted by our customers to promote our
products.

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EXHIBIT J

Critical Accounting Policies - MD&A Insert
------------------------------------------

Revenue recognition and allowances for product returns

We recognize revenue at the time of product shipment or delivery,
depending upon when title passes, to unaffiliated customers, and when all of the
following have occurred: a firm sales agreement is in place, pricing is fixed or
determinable, and collection is reasonably assured. We allow customers to return
defective or damaged products as well as certain other products for credit,
replacement, or exchange. Our revenue is recognized as the net amount to be
received after deducting estimated amounts for product returns, discounts, and
allowances. We estimate future product returns based upon historical return
rates and our judgment. If these estimates do not properly reflect future
returns, they could be revised.

Financial Statements Insert
---------------------------

Revenue Recognition

The Company recognizes revenue at the time of product shipment or
delivery, depending upon when title passes, to unaffiliated customers, and when
all of the following have occurred: a firm sales agreement is in place, pricing
is fixed or determinable, and collection is reasonably assured. The Company
allows customers to return defective or damaged products as well as certain
other products for credit, replacement, or exchange. Revenue is recognized as
the net amount to be received after deducting estimated amounts for product
returns, discounts, and allowances. The Company estimates future product returns
based upon historical return rates and its judgment.

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EXHIBIT K

MD&A Insert
-----------

In December 2003, the FASB issued FASB Interpretation No. 46 (Revised
December 2003) ("FIN 46R"), Consolidation of Variable Interest Entities, an
Interpretation of ARB 51. FIN 46R addresses the consolidation by business
enterprises of variable interest entities. FIN 46 defines the concept of
"variable interests" and requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do
not effectively disperse risks among the parties involved. It also requires the
deconsolidation of consolidated variable interest entities in certain
circumstances if it is determined that the consolidating equity holder is not
the primary beneficiary. The Company has completed an evaluation of all of its
variable interests and has determined that it does not have any interests in
variable interests, as defined by FIN46R.

Financial Statements Insert
---------------------------

In December 2003, the FASB issued FASB Interpretation No. 46 (Revised
December 2003) ("FIN 46R"), Consolidation of Variable Interest Entities, an
Interpretation of ARB 51. FIN 46R addresses the consolidation by business
enterprises of variable interest entities. FIN 46 defines the concept of
"variable interests" and requires existing unconsolidated variable interest
entities to be consolidated by their primary beneficiaries if the entities do
not effectively disperse risks among the parties involved. It also requires the
deconsolidation of consolidated variable interest entities in certain
circumstances if it is determined that the consolidating equity holder is not
the primary beneficiary. We have completed an evaluation of all of our variable
interests and have determined that we do not have any interests in variable
interests, as defined by FIN46R.

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