8-K

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

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

         Date of Report (Date of earliest event reported) June 29, 2005

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


            Delaware                   0-21052                  35-1828377
- ----------------------------   ---------------------  --------------------------
(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.)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
    240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b)under the Exchange
    Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
    Act (17 CFR 240.13e-4(c))



Item 7.01   Regulation FD Disclosure.
            -------------------------

         On June 29, 2005, we executed a definitive agreement to acquire
privately-held The Holmes Group, Inc. A copy of the press release announcing
such agreement is attached hereto as Exhibit 99.1.

         After completion of the transaction, we estimate that our annualized
adjusted earnings before interest, taxes, depreciation and amortization
("EBITDA") for the fiscal year ended December 31, 2004, would have been
approximately $400 million. Attached hereto as Exhibit 99.2 is a reconciliation
of such adjusted EBITDA, which is not a generally accepted accounting principle
("GAAP") financial measure, to net income for our fiscal year ended December 31,
2004.

         The information in this Item 7.01 of this Form 8-K and Exhibits 99.1
and 99.2 attached hereto shall not be deemed to be "filed" for purposes of
Section 18 of the Securities Exchange Act of 1934 (the "Exchange Act") nor shall
they be deemed incorporated by reference in any filing under the Securities Act
of 1933 or the Exchange Act, except as shall be expressly set forth by specific
reference in any such filing.





Item 9.01   Financial Statements and Exhibits
            ---------------------------------

         (c) Exhibits. The following Exhibits are filed herewith as part of
             this report:

Exhibit     Description
- -------     -----------
99.1        Press Release of Jarden Corporation, dated June 29, 2005 (furnished
            only).

99.2        Reconciliation of non-GAAP financial measure to net income for
            fiscal year ended December 31, 2004 (furnished only).




                                   SIGNATURES

         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.


                                      JARDEN CORPORATION


Dated: June 29, 2005                  By: /s/ Desiree DeStefano
                                         ---------------------------------------
                                      Name: Desiree DeStefano
                                      Title: Executive Vice President of Finance






                                  EXHIBIT INDEX

Number      Exhibit
- ------      -------
99.1        Press Release of Jarden Corporation, dated June 29, 2005 (furnished
            only).

99.2        Reconciliation of non-GAAP financial measure to net income for
            fiscal year ended, December 31, 2004 (furnished only).

EX-99.1

[JARDEN CORPORATION LOGO]
                                          FOR:   Jarden Corporation

                                      CONTACT:   Martin E. Franklin
                                                 Chairman and
                                                 Chief Executive Officer
                                                 914-967-9400

                                                 Investor Relations:
                                                 Cara O'Brien/Melissa Myron
                                                 Press: Evan Goetz/Alecia Pulman
                                                 Financial Dynamics
FOR IMMEDIATE RELEASE                            212-850-5600
- ---------------------


                JARDEN CORPORATION ANNOUNCES DEFINITIVE AGREEMENT
                        TO ACQUIRE THE HOLMES GROUP, INC.
         STRATEGIC TRANSACTION WILL ADD COMPLEMENTARY PRODUCT LINES AND
                  EXPAND JARDEN'S GLOBAL DISTRIBUTION PLATFORM

RYE, NEW YORK - JUNE 29, 2005 - JARDEN CORPORATION (NYSE:JAH), a leading global
provider of niche branded consumer products, announced today a definitive
agreement to acquire privately-held The Holmes Group, Inc. ("Holmes") in a
transaction valued on a debt free basis at approximately $625 million,
consisting of approximately $420 million in cash and 4.1 million shares of
Jarden common stock (before giving effect to a contemplated 3 for 2 stock split
to be effective on July 11, 2005). Holmes is a leading manufacturer and
distributor of select home environment and small kitchen electrics under
well-recognized consumer brands, including Bionaire(R), Crock-Pot(R),
Harmony(R), Holmes(R), Patton(R), Rival(R), Seal-a-Meal(R) and White
Mountain(TM). The transaction is expected to be immediately accretive to
earnings and close during the third quarter, subject to customary closing
conditions. The Company's waiting period for Hart-Scott-Rodino approval has
already expired.

Founded in 1982, Holmes supplies consumer products for the home environment and
kitchen markets. Holmes' established relationships with major customers and its
new product development expertise has enabled it to secure leading market
positions across major product categories on a global basis, including
Crock-Pot(R) slow-cookers, Rival(R) roasters and deep fryers, and Bionaire(R)
air purifiers and seasonal humidifiers.

During the past three years, Jarden has steadily built a broad portfolio of
category leading products and brands used in and around the home, both
organically and through strategic acquisitions, including the Company's 2005


                                    [LOGOS]



acquisition of American Household, Inc. The acquisition of Holmes will create
new international cross-selling and distribution opportunities across Jarden's
existing brand portfolio, particularly in Europe. Holmes has also developed its
own state-of-the-art manufacturing, distribution and new product development
facilities in China within the last five years, having had an active
manufacturing presence in China for over fifteen years.

Holmes has annual revenues of approximately $700 million and an adjusted
non-GAAP EBITDA of approximately $95 million. Based on a $625 million enterprise
value for the business, the acquisition multiple is approximately 6.5 times the
adjusted non-GAAP EBITDA run rate, before any synergies.

Due to the share issuance related to the Holmes transaction, the Company's Board
has approved a stock repurchase program of one million shares. Jarden intends to
buy back up to one million shares of Jarden common stock in the second half of
2005, which is expected to be funded from free cash flow generated during this
same period.

Commenting on the transaction, Martin E. Franklin, Jarden's Chairman and Chief
Executive Officer, said, "Today's announcement represents another important step
in Jarden's long-term plan to grow and diversify our portfolio of niche branded
consumer products into a world class consumer products company. Holmes' premier
brands, leading market shares in their respective niche markets and robust
international operations fit well with our established operating criteria. In
fact, given the complementary nature of the businesses and compelling rationale
for a combination, Holmes had numerous meetings in the past several years to
discuss a strategic combination with American Household, prior to its
acquisition by Jarden. With its history of strong earnings, margins and cash
flow, Holmes is expected to be a positive addition to Jarden's growing product
mix. In addition, we are acquiring a talented workforce with a proven track
record of maintaining margin discipline, while supporting their brands and new
product development in order to grow the top line organically."

Holmes' principal shareholders are Berkshire Partners, a Boston-based private
equity firm, and Jordan (Jerry) A. Kahn, the founder and CEO of the business.
Commenting on the transaction, Mr. Kahn, said, "I have been building The Holmes
Group for nearly 25 years and believe that the combination with Jarden will
create significant new growth opportunities that Holmes could not have
capitalized on as a stand alone, private company. I have been encouraged by the
enthusiasm Martin and his team have shown for our business and employees and
look forward to helping ensure the combination of Holmes into Jarden is a
success."

Mr. Franklin concluded, "It has been a pleasure working with Jerry during our
negotiations and I look forward to his positive contribution to Jarden as a
consultant post-closing. After completion of the transaction, Jarden is expected
to have annualized sales of approximately $3.4 billion and over 16,000 employees
located around the globe."

                                    [LOGOS]



The cash portion of the transaction will be financed through a combination of
available cash and a $350 million add-on to the Company's senior secured term
loan B facility. Citigroup Global Markets and CIBC World Markets have acted as
primary financial advisors to Jarden and will act as lead arrangers of the
financing.

The Company will be hosting a conference call at 9:45 a.m. Eastern Time today,
June 29, 2005, to further discuss this transaction, preview the second quarter
results and respond to questions. The call will be accessible via a webcast
through the Company's website at www.jarden.com and will be archived from one
hour after completion of the call until July 27, 2005.

Jarden Corporation is a leading provider of niche consumer products used in and
around the home, under well-known brand names including Ball(R), Bee(R),
Bicycle(R), Campingaz(R), Coleman(R), Crawford(R), Diamond(R), First Alert(R),
FoodSaver(R), Forster(R), Health o meter(R), Hoyle(R), Kerr(R), Lehigh(R),
Leslie-Locke(R), Loew-Cornell(R), Mr. Coffee(R), Oster(R), Sunbeam(R) and
VillaWare(R). Jarden operates through four business segments: Branded
Consumables, Consumer Solutions, Outdoor Solutions and Other. Headquartered in
Rye, N.Y., Jarden has over 9,000 employees worldwide. For more information,
please visit www.jarden.com.




Note: This news release contains "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, including statements regarding the outlook for Jarden's markets and the
demand for its products, future cash flows from operations, Jarden's future
revenues and margin requirements, growth in costs and expenses and the impact of
acquisitions, divestitures, restructurings and other unusual items, including
our ability to integrate and obtain the anticipated results from our acquisition
of The Holmes Group, Inc. and American Household, Inc. These projections and
statements are based on management's estimates and assumptions with respect to
future events and financial performance and are believed to be reasonable,
though are inherently uncertain and difficult to predict. Actual results could
differ materially from those projected as a result of certain factors. A
discussion of factors that could cause results to vary is included in the
Company's periodic and other reports filed with the Securities and Exchange
Commission.

                                       ##






                                    [LOGOS]

EX-99.2

RECONCILIATION OF NON-GAAP FINANCIAL MEASURE TO NET INCOME FOR FISCAL YEAR ENDED
- --------------------------------------------------------------------------------
DECEMBER 31, 2004
- -----------------

<TABLE>

                                                                        ---------------------
(in thousands)                                                              YEAR ENDED
                                                                         DECEMBER 31, 2004
                                                                        ---------------------

Net income                                                                         $  42,434
Plus: Tax provision                                                                   26,041
Plus: Interest expense                                                                27,608
Plus: Depreciation and amortization                                                   19,175
                                                                        ---------------------
Earnings before interest, taxes, depreciation and amortization
(EBITDA)                                                                             115,258
      Add back: pro forma EBITDA for American Household, Inc. and
         Bicycle Holding, Inc. acquisitions (1)                                      112,842
      Add back: non-cash restricted stock charges                                     32,415
      Add back: restructuring charges                                                 22,782
      Add back: non-GAAP adjusted EBITDA for The Holmes Group, Inc.                   95,000
      Add back: estimated annualized corporate savings arising from
         the American Household, Inc. acquisition and integration                     20,000
                                                                        ---------------------
Adjusted EBITDA                                                                    $ 398,297
                                                                        =====================

</TABLE>

(1) The pro forma amount reflects the acquisitions of American Household, Inc.
which was completed in January 2005 and Bicycle Holding, Inc. which was
completed in June 2004 including related financings as previously filed in the
Company's SEC filings.