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) February 12, 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 1.01 Entry into a Material Definitive Agreement.

As a result of receiving the requisite consents and tenders for our 9 ³/4% Senior Subordinated Notes due 2012 (the “2012 Notes”), in order to effect the proposed amendments to the Indenture (as defined below) governing the 2012 Notes, Jarden Corporation (the “Company”) has executed and delivered a supplemental indenture (the “Supplemental Indenture”), dated as of February 12, 2007, among the Company, the guarantors party hereto and The Bank of New York (the “Trustee”), to the Indenture (the “Indenture’), dated as of April 24, 2002, among the Company, the guarantors named therein and the Trustee, as supplemented. The Supplemental Indenture (and the proposed amendments contained therein) will not, however, become operative unless and until the Company accepts the 2012 Notes for purchase pursuant to the tender offer. The consummation of the tender offer is conditioned on the consummation of the previously announced offering of $550 million aggregate principal amount of our 7 ¹/2% Senior Subordinated Notes due 2017 and an amendment to our senior credit facility dated as of January 24, 2005, as amended, among the Company, the lenders and letter of credit issuers party thereto, Canadian Imperial Bank of Commerce, as administrative agent, Citicorp USA, Inc., as syndication agent, and Bank of America, N.A., National City Bank of Indiana and SunTrust Bank, as co-documentation agents.

Item 8.01 Other Events.

On February 12, 2007, the Company issued a press release to announce the offering of $100 million aggregate principal amount of its 7 ¹/2% Senior Subordinated Notes. The press release is attached hereto as exhibit 99.1 which is incorporated herein by reference.

On February 12, 2007, the Company also issued a press release to announce the pricing of the offering of $100 million aggregate principal amount of its 7 ¹/2% Senior Subordinated Notes. The Company also announced on February 12, 2007, that, in connection with its previously announced tender offer to purchase for cash all of its outstanding 2012 Notes, as well as the related consent solicitations to amend the indenture governing the 2012 Notes, it has been advised by the depositary for the tender offers and consent solicitations that, as of 5:00 P.M. New York City time on February 9, 2007, the expiration date of the consent solicitation, holders of a majority in aggregate principal amount of the 2012 Notes had validly tendered and not withdrawn their notes and had provided their consents to effect the proposed amendments to the indentures under which the 2012 Notes were issued. The press release is attached hereto as exhibit 99.2 which 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 February 12, 2007.
99.2	Press Release of Jarden Corporation, dated February 12, 2007.

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: February 12, 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 February 12, 2007.
99.2	Press Release of Jarden Corporation, dated February 12, 2007.

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 PROPOSED BOND OFFERING

Rye, New York – February 12, 2007 – Jarden Corporation (NYSE: JAH) today announced that it intends to offer, subject to market and other conditions, $100 million aggregate principal amount of its 7 ¹/2% Senior Subordinated Notes due 2017. The offering is being made pursuant to Jarden’s effective shelf registration statement filed with the Securities and Exchange Commission on February 2, 2007.

Jarden intends to use the net proceeds of the offering for general corporate purposes, which may include the repayment of debt, the funding of capital expenditures and potential acquisitions.

This press release does not constitute an offer to sell or a solicitation of an offer to buy the notes, nor shall there be any sale of the notes in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such jurisdiction.

Lehman Brothers Inc. will act as sole book-running manager. When available, a prospectus supplement relating to this proposed offering may be obtained from: Lehman Brothers Inc., 745 Seventh Avenue, High Yield Capital Markets, 4th Floor, New York, NY 10019.

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.

2

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 PRICES $100 MILLION OF 7 1/2% SENIOR SUBORDINATED

NOTES DUE 2017 AND ANNOUNCES THE RECEIPT OF THE REQUISITE CONSENTS

IN CONNECTION WITH ITS PREVIOUSLY ANNOUNCED TENDER OFFER

Rye, New York – February 12, 2007 – Jarden Corporation (NYSE: JAH) today announced that it has priced the sale of $100 million of its 7 ¹/2% Senior Subordinated Notes due 2017.

The closing of the notes is expected to occur on or about February 14, 2007. Jarden intends to use the net proceeds from the offering for general corporate purposes, which may include the repayment of debt, the funding of capital expenditures and potential acquisitions. Lehman Brothers Inc. is the sole book-running manager for the offering.

Jarden also announced today that, in connection with its previously announced tender offer to purchase for cash all of its outstanding 9 ³/4% Senior Subordinated Notes due 2012 (the “Notes”), as well as the related consent solicitations to amend the indenture governing the Notes, it has been advised by the depositary for the tender offers and consent solicitations that, as of 5:00 P.M. New York City time on February 9, 2006, the expiration date of the consent solicitation, holders of a majority in aggregate principal amount of the Notes had validly tendered and not withdrawn their notes and had provided their consents to effect the proposed amendments to the indentures under which the Notes were issued.

As a result of receiving the requisite consents and tenders for the Notes, in order to effect the proposed amendments to the indentures governing each of the Notes, Jarden has executed and delivered a supplemental indenture to the respective indenture. The supplemental indenture (and the proposed amendments contained therein) will not, however, become operative unless and until Jarden accepts the Notes for purchase pursuant to the tender offer. Lehman Brothers Inc. is acting as Dealer Manager in connection with the tender offer and consent solicitation. Questions about the tender offer and consent solicitation may be directed to Lehman Brothers, Inc. at (800) 438-3242 (toll free) or (212) 528-7581 (collect), attention: Liability Management Group or to Global Bondholder Services, the Information Agent for the tender offer and consent solicitation, 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.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy the notes, nor shall there be any sale of these notes in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. A registration statement relating to the notes automatically became effective on February 2,

—more—

2007, and this offering is being made by means of a prospectus supplement. Copies may be obtained, when available, from: Lehman Brothers Inc., 745 Seventh Avenue, High Yield Capital Markets, 4th Floor, New York, NY 10019.

An electronic copy of the prospectus supplement will also be available on the website of the Securities and Exchange Commission at http://www.sec.gov.

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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