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) September 25, 2003
------------------
Jarden Corporation
(Exact name of registrant as specified in its charter)
Delaware 0-21052 35-1828377
- ------------------------------------------- ----------------------------------------- -----------------------------------------
(State or other jurisdiction of (Commission File Number) (IRS Employer Identification No.)
incorporation)
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.)
Item 5. Other Events
COMMON STOCK ISSUANCE
On September 25, 2003, Jarden Corporation (the "Company")
entered into an Underwriting Agreement with CIBC World Markets Corp. and Banc of
America Securities LLC relating to the issuance of 2,800,000 shares (excluding
the underwriters' overallotment option) (the "Shares") of the Company's common
stock, par value $0.01 per share, under the Company's Registration Statement on
Form S-3 (File No. 333-102387) and intends to consummate the sale of the Shares
on September 30, 2003.
Concurrently with this filing, we are filing with the Securities and
Exchange Commission (the "Commission") a Final Prospectus Supplement to
our shelf registration statement on Form S-3 (Registration No. 333-102387) (the
"Registration Statement") pursuant to Rule 424(b) under the Securities Act of
1933, as amended, which supplement contemplates the issuance of 2,800,000 shares
of our common stock, excluding the underwriters' over-allotment option. We are
filing the Final Prospectus Supplement as Exhibit 99.1 to this Current Report on
Form 8-K for the purpose of incorporating its contents in the Registration
Statement.
AMENDMENT OF EXISTING CREDIT FACILITY
As of September 25, 2003, we amended our Amended and Restated Credit
Agreement dated as of September 2, 2003 (the "Amended and Restated Credit
Agreement"), pursuant to Amendment No. 1 to Amended & Restated Credit Agreement,
dated as of September 25, 2003, by and among us, Bank of America, N.A., as
Administrative Agent, each of the Lenders signatory thereto and each of the
subsidiary guarantors ("Amendment No. 1").
Amendment No. 1 amends the prepayment section of the Amended and Restated
Credit Agreement to provide that we shall not be required to make prepayments
under the Amended and Restated Credit Agreement with the proceeds of an equity
issuance that (i) occurs prior to January 31, 2004, and (ii) generates gross
proceeds of less than $120 million dollars, for a period of 180 days after the
date of such issuance. After such 180 day period, Amendment No. 1 provides that
we will prepay to the lenders an amount equal to (a) 100% of the first $50
million dollars of the difference (but not less than $0) of the net proceeds of
such issuance less amounts actually utilized to pay for certain enumerated
acquisitions as well as any permitted acquisitions (as defined in the Amended
and Restated Credit Agreement) less $50,000,000 and (b) 50% of any remaining net
proceeds thereafter.
A copy of Amendment No. 1 is attached to this report as Exhibit 10.9 and is
incorporated herein by reference as through fully set forth herein. The
foregoing summary description of Amendment No. 1 and the transactions
contemplated thereby is not intended to be complete and is qualified in its
entirety by the complete text of Amendment No. 1.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
The following exhibits are filed as part of this report:
Exhibit Description
- ------- -----------
1.1 Underwriting Agreement, dated as of September 25, 2003, among the
Company, CIBC World Markets Corp., and Banc of America
Securities LLC. *
3.1 Certificate of Formation of Quoin, LLC.*
3.2 Operating Agreement of Quoin, LLC.*
3.3 Certificate of Formation of Hearthmark, LLC.*
3.4 Operating Agreement of Hearthmark, LLC.*
3.5 Certificate of Incorporation of O.W.D. Incorporated.*
3.6 Bylaws of O.W.D. Incorporated.*
3.7 Certificate of Incorporation of Tupper Lake Plastics, Incorporated.*
3.8 Bylaws of Tupper Lake Plastics, Incorporated.*
3.9 Certificate of Formation of X Properties, LLC.*
3.10 Operating Agreement of X Properties, LLC.*
3.11 Articles of Incorporation of Lehigh Consumer Products Corporation.*
3.12 Bylaws of Lehigh Consumer Products Corporation.*
4.1 First Supplemental Indenture to the Indenture, dated as of April 24,
2002 (the "April 2002 Indenture"), among Jarden, the guarantors
named therein and The Bank of New York, as trustee, and form of note
attached as Exhibit A thereto, dated as of May 7, 2003, among
Jarden, the guarantors named therein and The Bank of New York, as
trustee.*
4.2 Second Supplemental Indenture to the April 2002 Indenture, dated as
of May 28, 2003, among Jarden, the guarantors named therein and
The Bank of New York, as trustee.*
4.3 Third Supplemental Indenture to the April 2002 Indenture, dated as
of September 25, 2003, among Jarden, the guarantors named therein
and The Bank of New York, as trustee.*
4.4 Second Supplemental Indenture to the Indenture, dated as of
January 29, 2003 (the "January 2003 Indenture"), between Jarden
and The Bank of New York, as trustee, dated as of May 28, 2003,
between Jarden, the guarantors named therein and The Bank of New
York, as trustee.*
4.5 Third Supplemental Indenture to the January 2003 Indenture, dated as
of August 28, 2003, among Jarden, the guarantors named therein and
The Bank of New York, as trustee.*
4.6 Fourth Supplemental Indenture to the January 2003 Indenture, dated
as of September 25, 2003, among Jarden, the guarantors named therein
and The Bank of New York, as trustee.*
4.7 Registration Rights Agreement, dated as of May 8, 2003, among the
Company, Alltrista Newco Corporation, Alltrista Plastics
Corporation, Alltrista Zinc Products, L.P., Hearthmark, Inc., Quoin
Corporation, Tilia, Inc., Tilia Direct, Inc., Tilia International,
Inc., TriEnda Corporation, X Properties, LLC, CIBC World Markets
Corp., and Bank of America Securities LLC.*
5.1 Opinion of Kane Kessler, P.C. *
10.1 Restricted Stock Award Agreement, dated as of May 8, 2003, between
the Company and Martin E. Franklin.*
10.2 Amendment No. 1 dated, as of September 4, 2003, to the Restricted
Stock Award Agreement, dated as of May 8, 2003, between the Company
and Martin E. Franklin.*
10.3 Restricted Stock Award Agreement, dated as of May 8, 2003, between
the Company and Ian G.H. Ashken.*
10.4 Amendment No. 1, dated as of September 4, 2003, to the Restricted
Stock Award Agreement, dated as of May 8, 2003, between the Company
and Ian G.H. Ashken.*
10.5 Restricted Stock Award Agreement, dated as of August 4, 2003,
between the Company and James E. Lillie.*
10.6 Amendment No. 1, dated as of September 4, 2003, to the Restricted
Stock Award Agreement, dated as of August 4, 2003, between the
Company and James E. Lillie.*
10.7 Amendment No. 4, dated as of September 4, 2003, to the Restricted
Stock Award Agreement, dated as of January 2, 2002, between the
Company and Martin E. Franklin.*
10.8 Amendment No. 4, dated as of September 4, 2003, to the Restricted
Stock Award Agreement, dated as of January 2, 2002, between the
Company and Ian G. H. Ashken.*
10.9 Amendment No. 1, dated as of September 25, 2003, to the Amended and
Restated Credit Agreement by and among the Company, Bank of America,
N.A., as Administrative Agent, the Lenders signatory thereto and
each of the Subsidiary Guarantors.*
99.1 Final Prospectus Supplement.*
-------------
* Filed herewith.
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: September 26, 2003
JARDEN CORPORATION
By: /s/ Desiree DeStefano
----------------------------
Name: Desiree DeStefano
Title: Senior Vice President