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 - -------------------------------------------------------------------------------- (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).
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8-K Filing
Jarden (JAH) Inactive 8-KRegulation FD Disclosure
Filed: 29 Jun 05, 12:00am