Mail Stop 3561
December 8, 2005
Martin E. Franklin
Chairman and Chief Executive Officer
Jarden Corporation
555 Theodore Fremd Avenue
Rye, NY 10580
Re: Jarden Corporation
Registration Statement on Form S-3
Filed November 10, 2005
File No. 333-129636
Forms 10-Q for Fiscal Quarters Ended September 30, 2005
and June 30, 2005
File No. 1-13665
Form 8-K filed July 20, 2005
File No. 1-13665
Dear Mr. Franklin:
We have limited our review of your filing to those issues we
have addressed in our comments. Where indicated, we think you
should
revise your document in response to these comments. If you
disagree,
we will consider your explanation as to why our comment is
inapplicable or a revision is unnecessary. Please be as detailed
as
necessary in your explanation. In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure. After reviewing this information, we may raise
additional comments.
Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects. We welcome
any questions you may have about our comments or any other aspect
of
our review. Feel free to call us at the telephone numbers listed
at
the end of this letter.
Form S-3
Selling Stockholders, page 17
1. We note disclosure indicating all of the selling stockholders
received their shares of common stock under the terms of an
Agreement
and Plan of Merger dated June 28, 2005. We also note disclosure
in
the Form 8-K filed on July 20, 2005 indicating approximately 6.2
million shares of common stock were issued in connection with the
merger agreement, after giving effect to a 3-for-2 stock split.
Please revise your disclosure in this section to quantify the
total
number of shares being offered by selling stockholders and clarify
whether this amount is the total number of shares received under
the
merger agreement. Please also revise the selling stockholder
table
accordingly.
Form 10-Q for Fiscal Quarter Ended September 30, 2005
Item 4. Controls and Procedures
2. We note disclosure indicating that there have been no material
changes to your internal controls and procedures during the period
covered by the quarterly report. We also note the statement that
you
consider the acquisition of Holmes to be reasonably likely to
materially affect your internal control over financial reporting.
Please confirm to us, if true, that there were no changes in your
internal control over financial reporting that occurred during the
quarter that have materially affected your internal control over
financial reporting.
Form 10-Q for Fiscal Quarter Ended June 30, 2005
Item 4. Controls and Procedures
3. We note that your officers have evaluated your internal control
over financial reporting to determine whether any changes have
occurred during the period covered by the quarterly report that
have
materially affected, or are reasonably likely to materially
affect,
your internal control over financial reporting. Please confirm to
us, if true, that there have been no material changes to your
internal controls and procedures. In future filings, please
include
an affirmative statement regarding material changes to your
internal
controls and procedures.
* * * * * *
As appropriate, please amend your documents in response to
these comments. You may wish to provide us with marked copies of
the
amendment to expedite our review. Please furnish a cover letter
with
your amendment that keys your responses to our comments and
provides
any requested information. Detailed cover letters greatly
facilitate
our review. Please understand that we may have additional
comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision. Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.
Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:
? should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;
? the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and
? the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.
We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.
We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement. Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration. Please provide this
request at least two business days in advance of the requested
effective date.
You may contact Matthew Benson, Staff Attorney, at (202)
551-
3335 or David Mittelman, Legal Branch Chief, at (202) 551-3214
with
any questions.
Sincerely,
H. Christopher Owings
Assistant Director
cc: Robert L. Lawrence, Esq.
Mitch Hollander, Esq.
Kane Kessler, P.C.
Via Fax: (212) 245-3009
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Martin E. Franklin
Jarden Corporation
December 8, 2005
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