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) January 29, 2007

Jarden Corporation

(Exact name of registrant as specified in its charter)

Delaware	001-13665	35-1828377
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

555 Theodore Fremd Avenue, Rye, New York	10580
(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 2.02 Results of Operations and Financial Condition.

On January 29, 2007, we issued a press release announcing our preliminary summary financial results for the twelve months ended December 31, 2006. A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Because the fourth quarter has recently ended, this information is, by necessity, preliminary in nature and based only upon preliminary information available to us as of the date of this press release. Investors should exercise caution in relying on the information contained herein and should not draw any inferences from this information regarding financial or operating data that is not discussed therein.

The information in this Item 2.02 of this Form 8-K and in Exhibit 99.1 attached hereto shall not be deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01 Other Events.

Refinancing

Jarden also announced today that, as part of a refinancing plan, we intend (i) to commence, subject to market and other conditions, a registered public offering of $400 million aggregate principal amount of senior subordinated unsecured notes on or about February 5, 2007 and (ii) seek an amendment to its senior secured credit facility to, among other things, obtain the consent of our lenders for the repurchase of all of our existing senior subordinated notes and to modify certain terms and restrictive covenants to provide Jarden with increased flexibility.

Jarden may file a registration statement (including a prospectus) with the SEC for the offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents Jarden has filed with the SEC for more complete information about Jarden and this offering. You may get these documents for free by visiting EDGAR on the SEC Website at www.sec.gov. Alternatively, Jarden will arrange to send you the prospectus after filing if you request it by calling Jarden at 914-967-9400.

A copy of our press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference, except as set forth in Item 9.01.

Tender Offer

Also on January 29, 2007, Jarden issued a press release that we will commence today a tender offer to purchase for cash $180 million in aggregate principal amount of our 9 ³/4% Senior Subordinated Notes due 2012 (the “Notes”), representing all of the Notes currently outstanding.

In connection with the offer to purchase, Jarden is soliciting consents to certain proposed amendments to the indenture governing the Notes to eliminate substantially all of the restrictive covenants and eliminate related and certain other event of default provisions in the indenture.

Jarden intends to fund the purchase of the Notes tendered with net proceeds from borrowings under the intended debt offering described above.

This announcement is not an offer to purchase, nor a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Notes. The offer to purchase and solicitations of consents are being made solely pursuant to the Offer to Purchase and Consent Solicitation Statement dated January 29, 2007 and accompanying Letter of Transmittal.

See the press release dated January 29, 2007, which is attached hereto as Exhibit 99.2, regarding the tender offer and consent solicitation for the Notes, and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

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

Exhibit	Description
99.1	Press Release of Jarden Corporation, dated January 29, 2007 (furnished in part and filed in part) (a)
99.2	Press Release of Jarden Corporation, dated January 29, 2007

(a) The information in Exhibit 99.1 attached hereto pertaining to the Company’s results of operations or financial condition included in paragraph 1 thereof, and the quote provided in paragraph 3 thereof, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

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.

Dated: January 29, 2007

JARDEN CORPORATION
By:	/s/ Ian G.H. Ashken
Name:	Ian G.H. Ashken
Title:	Chief Financial Officer

EXHIBIT INDEX

Number	Exhibit
99.1	Press Release of Jarden Corporation, dated January 29, 2007 (furnished in part and filed in part) (a)
99.2	Press Release of Jarden Corporation, dated January 29, 2007

(a) The information in Exhibit 99.1 attached hereto pertaining to the Company’s results of operations or financial condition included in paragraph 1 thereof, and the quote provided in paragraph 3 thereof, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

EX-99.1

Exhibit 99.1

	FOR:	Jarden Corporation
	CONTACT:	Martin E. Franklin
		Chairman and
		Chief Executive Officer
		914-967-9400
		Investor Relations:
		Erica Pettit
		Press: Evan Goetz/Melissa Merrill
		Financial Dynamics
FOR IMMEDIATE RELEASE		212-850-5600

JARDEN CORPORATION ANNOUNCES RECORD PRELIMINARY YEAR END

SUMMARY RESULTS IN CONNECTION WITH ITS PLANNED REFINANCING

Rye, New York – January 29, 2007 – Jarden Corporation (NYSE: JAH) today announced record preliminary summary results for the twelve months ended December 31, 2006. Net sales are estimated to be approximately $3.85 billion. Consolidated Segment Earnings (as defined below) are estimated to be in the range of $440 million to $442 million. Cash flow from operations is expected to exceed $250 million. Taking into consideration the Company’s over $200 million of cash at year end, net indebtedness at December 31, 2006 was approximately $1.24 billion. Capital expenditure for the year was approximately $68 million. Consolidated Segment Earnings represents the Company’s performance measurement under SFAS 131 and is calculated as the Company’s earnings before interest, taxes and depreciation and amortization, excluding reorganization and acquisition-related costs (estimated at $42 million), stock-based compensation (estimated at $23 million) and profit in inventory (estimated at $10 million).

Jarden also announced today that, as part of a refinancing plan, it intends to commence, subject to market and other conditions, a registered public offering for $400 million aggregate principal amount of senior subordinated unsecured notes on or about February 5, 2007. In addition, Jarden will launch a cash tender offer (the “Tender Offer”) today for its $180 million aggregate principal amount 9 ³/4% Senior Subordinated Notes due 2012 (the “Existing Notes”) upon the terms and subject to the conditions set forth in the related Offer to Purchase and Consent Solicitation Statement dated January 29, 2007. The Tender Offer will be funded with a portion of the proceeds from the new senior subordinated notes offering. The remainder of the proceeds from the $400 million notes offering will be used to pay down a portion of the term loan debt under Jarden’s existing senior secured credit facilities.

Martin E. Franklin, Chairman and Chief Executive Officer commented; “With the preannouncement of our strong fourth quarter and full year 2006 preliminary financial results today, we are now in a position to access the bond market on an opportunistic basis. While the audit of our 2006 results will not be complete until we fully announce earnings on February 14, our strong revenue, cash flow and consolidated segment earnings in the fourth quarter completed a year of record performance at Jarden. These record results demonstrate the true diversity of our business, as they were achieved despite unfavorable weather in some categories and concerns about consumer holiday shopping trends. The increased flexibility a successful offering would bring to our capital structure ties into our strategy of continuing to lay the foundation for future growth, while delivering strong current year performance, as outlined today.”

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As part of its refinancing and as a condition to the Tender Offer, Jarden intends to seek an amendment to its existing senior secured credit facility to, among other things, obtain the consent of its lenders for the repurchase of all the Existing Notes and to modify certain terms and restrictive covenants to provide Jarden with increased flexibility.

The issuer may file a registration statement (including a prospectus) with the SEC for the notes offering to which this communication relates. Before you invest, you should read the prospectus in that registration statement and other documents the issuer has filed with the SEC for more complete information about the issuer and this offering. When filed with the SEC, you may get these documents for free by visiting EDGAR on the SEC Web site at www.sec.gov. Alternatively, the issuer will arrange to send you a prospectus after filing if you request it by calling Jarden Corporation at (914) 967-9400. These securities may not be sold nor may offers to buy be accepted prior to the time that the prospectus supplement and related prospectus are delivered in final form.

Jarden Corporation is a leading provider of niche consumer products used in and around the home. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, First Alert®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Harmony®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain™; and Outdoor Solutions: Campingaz® and Coleman®. Headquartered in Rye, N.Y., Jarden has over 20,000 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, estimated sales, segment earnings, earnings per share, cash flows from operations, future revenues and margin requirement and expansion, the success of new product introductions, growth in costs and expenses and the impact of acquisitions, divestitures, restructurings, securities offerings and other unusual items, including Jarden’s ability to integrate and obtain the anticipated results and synergies from its acquisitions. 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.

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EX-99.2

Exhibit 99.2

	FOR:	Jarden Corporation
	CONTACT:	Martin E. Franklin
		Chairman and
		Chief Executive Officer
		914-967-9400
		Investor Relations:
		Erica Pettit
		Press: Evan Goetz/Melissa Merrill
		Financial Dynamics
FOR IMMEDIATE RELEASE		212-850-5600

JARDEN CORPORATION TO COMMENCE TENDER OFFER FOR ITS 9 ³/4%

SENIOR SUBORDINATED NOTES DUE 2012

Rye, New York – January 29, 2007 – Jarden Corporation (NYSE: JAH) announced that it will commence a cash tender offer (the “Offer”) today for any and all of its $180 million 9 ³/4% Senior Subordinated Notes due 2012, CUSIP No. 020040AB7 (the “Notes”), representing all of the Notes outstanding.

In conjunction with the Offer, Jarden is also soliciting consents (the “Solicitations”) to certain proposed amendments to the indenture governing the Notes that would eliminate substantially all restrictive covenants and eliminate related and certain other event of default provisions in the indenture. Any holder who tenders Notes pursuant to the Offer must also deliver a consent. The Offer and Solicitations are being made upon the terms and subject to the conditions set forth in the related Offer to Purchase and Consent Solicitation Statement dated January 29, 2007 (the “Offer to Purchase”).

Holders who validly tender their Notes and deliver their consents on or prior to 5:00 p.m., New York City time, on February 9, 2007 (the “Consent Date”), unless extended, will be eligible to receive the Total Consideration. The “Total Consideration” to be paid for each Note validly tendered and accepted for payment on or prior to the Consent Date, will be equal to $1,057 for each $1,000 principal amount of the Notes. The Total Consideration for each Note so tendered includes a consent payment of $30 for each $1,000 principal amount (the “Consent Payment”). Holders whose valid tenders are received after the Consent Date, but on or prior to 5:00 p.m., New York City time, on February 27, 2007 (the “Expiration Date”), will receive the Tender Offer Consideration (as defined below) but will not receive the Consent Payment. The “Tender Offer Consideration” is the Total Consideration less the Consent Payment.

Holders of Notes who validly tender and do not validly withdraw their Notes in the Offer will also receive accrued and unpaid interest from the last interest payment date to, but not including, the applicable settlement date.

Jarden’s obligation to accept for purchase and pay for the Notes validly tendered and consents validly delivered, and not validly withdrawn or revoked, pursuant to the Offer is subject to and conditioned upon the satisfaction of or, where applicable, Jarden’s waiver of, certain conditions including (1) the tender of at least a majority in principal amount of the outstanding Notes on or prior to the Consent Date (and, thereby, obtaining the requisite consents for the proposed

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amendments to the underlying indenture), (2) an amendment to our senior secured credit facility to, among other things, allow for the payment of the Total Consideration or the Tender Offer Consideration, as applicable, (3) the consummation of a $400 million registered debt offering for new senior subordinated notes, and (4) certain other general conditions, each as described in more detail in the Offer to Purchase.

This announcement is not an offer to purchase, or a solicitation of an offer to purchase, or a solicitation of tenders or consents with respect to, any Notes. The Offer and Solicitations are being made solely pursuant to the Offer to Purchase and related Letter of Transmittal.

Jarden has retained Lehman Brothers Inc. to serve as Dealer Manager and Solicitation Agent, The Bank of New York to serve as Tender Agent and Global Bondholder Services Corporation to serve as Information Agent for the tender offer and consent solicitations. Requests for documents may be directed to Global Bondholder Services Corporation by telephone at (866) 470-4200 (toll free) or (212) 430-3774 (collect), or in writing at 65 Broadway – Suite 74, New York, NY 10006. Questions regarding the terms of the Offer to Purchase and Consent Solicitations should be directed to Lehman Brothers Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), attention: Liability Management Group.

Jarden Corporation is a leading provider of niche consumer products used in and around the home. Jarden operates in three primary business segments through a number of well recognized brands, including: Branded Consumables: Ball®, Bee®, Bicycle®, Crawford®, Diamond®, First Alert®, Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke®, Loew-Cornell® and Pine Mountain®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Harmony®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain™; and Outdoor Solutions: Campingaz® and Coleman®. Headquartered in Rye, N.Y., Jarden has over 20,000 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, estimated sales, segment earnings, earnings per share, cash flows from operations, future revenues and margin requirement and expansion, the success of new product introductions, growth in costs and expenses and the impact of acquisitions, divestitures, restructurings, securities offerings and other unusual items, including Jarden’s ability to integrate and obtain the anticipated results and synergies from its acquisitions. 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.

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