Filed pursuant to rule 424(b)(5)
Registration Statement No. 333-102387

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JANUARY 31, 2003

2,800,000 SHARES

[JARDEN CORPORATION LOGO OMITTED]

COMMON STOCK

$37.00 PER SHARE

- --------------------------------------------------------------------------------
Jarden Corporation is offering 2,800,000 shares of common stock.

Our shares of common stock are listed on the New York Stock Exchange under the
symbol "JAH." On September 25, 2003, the last reported sale price of our common
stock on the New York Stock Exchange was $37.25 per share.

INVESTING IN OUR COMMON STOCK INVOLVES RISKS. SEE "RISK FACTORS" BEGINNING ON
PAGE S-11 OF THIS PROSPECTUS SUPPLEMENT AND PAGE 9 OF THE ACCOMPANYING
PROSPECTUS AND THE REPORTS INCORPORATED BY REFERENCE IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS FOR A DISCUSSION OF RISKS ASSOCIATED
WITH OWNING OUR COMMON STOCK.

PER SHARE TOTAL
--------- -----
Price to the public ..................... $37.00 $103,600,000
Underwriting discount ................... $ 1.85 $ 5,180,000
Proceeds to Jarden Corporation .......... $35.15 $ 98,420,000

We have granted an over-allotment option to the underwriters. Under this
option, the underwriters may elect to purchase a maximum of 420,000 additional
shares from us within 30 days following the date of this prospectus supplement
to cover over-allotments.

- --------------------------------------------------------------------------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF
THIS PROSPECTUS SUPPLEMENT OR THE ACCOMPANYING PROSPECTUS IS TRUTHFUL OR
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

Joint Book Running Managers

CIBC WORLD MARKETS BANC OF AMERICA SECURITIES LLC

--------------------

SUNTRUST ROBINSON HUMPHREY WILLIAM BLAIR & COMPANY

The date of this Prospectus Supplement is September 25, 2003

[PHOTO OMITTED]

We are a leading provider of niche, branded consumer products used in and
around the home.

JARDEN CORPORATION

TABLE OF CONTENTS

PROSPECTUS SUPPLEMENT

PAGE
-----

Prospectus Supplement Summary ............................................................ S-1
Risk Factors ............................................................................. S-11
Reductions, cancellations, or delays in customer purchases could adversely affect our
profitability ......................................................................... S-11
We may experience difficulty in integrating acquired businesses, which may interrupt our
business operations ................................................................... S-11
Our business could be adversely affected because of risks associated with
international operations .............................................................. S-11
Claims made against us based on product liability could have a material adverse effect on
our business .......................................................................... S-11
Our failure to successfully protect our intellectual property rights could have a
material adverse effect on our business................................................ S-12
Our significant indebtedness could adversely affect our financial health and prevent us
from fulfilling our debt obligations .................................................. S-12
Forward-Looking Statements ............................................................... S-14
Use of Proceeds .......................................................................... S-15
Price Range of Common Stock and Dividend Policy .......................................... S-15
Capitalization ........................................................................... S-16
Selected Financial Data .................................................................. S-17
Management's Discussion and Analysis of Financial Condition and Results of Operations .... S-19
Unaudited Pro Forma Condensed Consolidated Financial Statements .......................... S-27
Business ................................................................................. S-33
Management ............................................................................... S-44
Security Ownership of Certain Beneficial Owners and Management ........................... S-47
Underwriting ............................................................................. S-49
Experts .................................................................................. S-51
Legal Matters ............................................................................ S-51

PROSPECTUS

Summary .................................................................................. 1
Incorporation of Certain Documents By Reference .......................................... 2
The Company .............................................................................. 3
Risk Factors ............................................................................. 9
Reductions, cancellations, or delays in customer purchases would adversely affect our
profitability ......................................................................... 9
We may be adversely affected by the trend towards retail trade consolidation ............ 9
Sales of some of our products are seasonal and weather related .......................... 9
We depend on suppliers in Asia .......................................................... 9
Competition in our industries may hinder our ability to execute our business strategy,
achieve profitability, or maintain relationships with existing customers .............. 10
If we fail to develop new or expand existing customer relationships, our ability to grow
our business will be impaired ......................................................... 11
We cannot be certain that our product innovations and marketing successes will continue . 11
We may experience difficulty in integrating acquired businesses, which may interrupt our
business operations ................................................................... 11
Our operations are subject to a number of Federal, state and local environmental
regulations ............................................................................ 11
We may be adversely affected by remediation obligations mandated by applicable
environmental laws .................................................................... 11
We depend upon key personnel ............................................................ 12
We enter into contracts with the United States government and other governments ......... 12

S-ii

Our operating results can be adversely affected by changes in the cost or availability of
raw materials ......................................................................... 12
Our business could be adversely affected because of risks which are particular to
international operations .............................................................. 12
Our performance can fluctuate with the financial condition of the retail industry ....... 13
Claims made against us based on product liability could have a material adverse effect on
our business .......................................................................... 13
We depend on our patents and proprietary rights ......................................... 13
We depend on a single manufacturing facility for certain essential products ............. 13
Certain of our employees are represented by labor unions ................................ 14
Our significant indebtedness could adversely affect our financial health and prevent us
from fulfilling our obligations under our debt ........................................ 14
We will require a significant amount of cash to service our indebtedness. Our ability to
generate cash depends on many factors beyond our control .............................. 14
The indenture related to the debt securities, our 9 3/4% senior subordinated notes due
2012, and our senior credit facility contain various covenants which limit our
management's discretion in the operation of our business .............................. 15
We may not have the ability to raise the funds necessary to finance the change of
control offer required by the indenture related to our 9 3/4% senior subordinated notes
due 2012 .... ......................................................................... 15
Delaware law and our rights plan may limit possible takeovers ........................... 15
The market price for our common stock is volatile ....................................... 16
We may issue a substantial amount of our common stock in connection with future
acquisitions and the sale of those shares could adversely affect our stock price ...... 16
Our stock price may be adversely affected if our stockholders sell substantial amounts
of our common stock, or our preferred stock or warrants convertible into our common
stock, in the public market following the offering .................................... 16
Since we have broad discretion in how we use the net proceeds from this offering, we may
use such proceeds in ways with which you disagree ..................................... 17
Your right to receive payments on the debt securities is junior to our existing senior
indebtedness and possibly all of our future borrowings. Further, the guarantees of the
debt securities are junior to all of the guarantors' existing senior indebtedness and
possibly to all their future borrowings ............................................... 17
Since the debt securities are unsecured, your right to enforce remedies is limited by
the rights of holders of secured debt ................................................. 17
Not all of our subsidiaries will guarantee our obligations under the debt securities,
and the assets of the non-guarantor subsidiaries may not be available to make payments
on the debt securities ................................................................ 17
A public market for the debt securities may not develop ................................. 18
Federal and state statutes allow courts, under specific circumstances, to void
guarantees and require security holders to return payments received from guarantors ... 18
Forward Looking Statements ............................................................... 20
Use of Proceeds .......................................................................... 21
Ratio of Earnings to Fixed Charges ....................................................... 21
Description of the Debt Securities ....................................................... 22
Description of Capital Stock ............................................................. 27
Description of Warrants .................................................................. 27
Description of Senior Indebtedness ....................................................... 28
Plan of Distribution ..................................................................... 32
Where You Can Find More Information ...................................................... 33
Experts .................................................................................. 33
Legal Matters ............................................................................ 34

S-iii

INDUSTRY DATA

In this prospectus supplement and the accompanying prospectus, we rely on and
refer to information regarding market data obtained from internal surveys,
market research, publicly available information and industry publications.
Although we believe the information is reliable, we cannot guarantee the
accuracy or completeness of the information and have not independently verified
it.

ABOUT THIS PROSPECTUS SUPPLEMENT

We provide information to you about this offering in two separate documents.
The accompanying prospectus provides general information, some of which may not
apply to this offering, and this prospectus supplement describes the specific
details regarding this offering. Generally, when we refer to this "prospectus,"
we are referring to both documents combined. Additional information is
incorporated by reference in this prospectus. If information in this prospectus
supplement is inconsistent with the accompanying prospectus, you should rely on
this prospectus supplement.

You should rely only upon the information contained or incorporated by
reference in this prospectus. We have not, and the underwriters have not,
authorized any other person to provide you with different information. If
anyone provides you with different or inconsistent information, you should not
rely on it. This prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby by any
person in any jurisdiction in which it is unlawful for such person to make such
an offer or solicitation. You should assume the information appearing in this
prospectus supplement, the accompanying prospectus and the documents
incorporated by reference is accurate only as of their respective dates. Our
business, financial condition, results of operations and prospects may have
changed since those dates.

Our owned and licensed trademarks, service marks and trade names include Ball
(Registered Trademark) , Bernardin (Registered Trademark) , Crawford
(Registered Trademark) , Diamond (Registered Trademark) , FoodSaver (Registered
Trademark) , Forster (Registered Trademark) , Golden Harvest (Registered
Trademark) , Lady Dianne (Registered Trademark) , Kerr (Registered Trademark) ,
Lehigh (Registered Trademark) , Leslie-Locke (Registered Trademark) ,
Shake-A-Pick (Registered Trademark) , and Storehorse (Registered Trademark) .
This prospectus also contains trademarks, service marks, copyrights and trade
names of other companies.

S-iv

PROSPECTUS SUPPLEMENT SUMMARY

The following summary is qualified in its entirety by, and should be read
together with, the more detailed information and audited consolidated financial
statements and the notes thereto contained or incorporated by reference in this
prospectus supplement or the accompanying prospectus. Because this is only a
summary, it may not contain all of the information important to you or that you
should consider before making an investment decision. Therefore, we urge you to
read this prospectus supplement, the accompanying prospectus and the documents
to which we have referred you. Unless the context otherwise requires, "Jarden,"
"we," "us," "our" and similar terms refer to Jarden Corporation and its
subsidiaries, "Tilia" refers to the business of Tilia International, Inc. and
its subsidiaries, "Diamond" refers to the business of Diamond Brands
International, Inc. and its subsidiaries, and "Lehigh" refers to the business
of Lehigh Consumer Products Corporation and its subsidiary.

OUR COMPANY

We are a leading provider of niche consumer products used in and around the
home, under well-known brand names including Ball (Registered Trademark) ,
Bernardin (Registered Trademark) , Crawford (Registered Trademark) , Diamond
(Registered Trademark) , FoodSaver (Registered Trademark) , Forster (Registered
Trademark) , Kerr (Registered Trademark) , Lehigh (Registered Trademark) and
Leslie-Locke (Registered Trademark) . In North America, we are the market
leader in several targeted categories, including branded retail plastic
cutlery, home canning, home vacuum packaging, kitchen matches, rope, cord and
twine and toothpicks. Many of our products are affordable, consumable and
fundamental household staples, resulting in recurring revenues. Our highly
recognized brands, innovative products and multi-channel distribution strategy,
together with our strategic acquisitions, have resulted in significant growth
in revenue and profitability. In the year ended December 31, 2002, we generated
$635.4 million, $104.8 million and $52.1 million in net sales, operating income
and net income, respectively on a pro forma basis, after taking into effect our
acquisitions of Tilia, Diamond and Lehigh as though they were effective as of
January 1, 2002.

We have achieved leading market positions by selling branded consumer products
through a variety of distribution channels, including club, department store,
drug, grocery, hardware, home improvement, mass merchant and specialty
retailers, as well as direct to consumers. By leveraging our strong brand
portfolio, category management expertise and superior customer service, we have
established and continue to maintain long-term relationships with leading
retailers within these channels. We have long-standing relationships with each
of our top ten customers. For example, we have serviced Wal-Mart and Home Depot
since their openings in 1962 and 1978, respectively, and are currently category
manager at Wal-Mart for home canning-related products and at Home Depot for
cordage. Moreover, several of our leading brands, such as Diamond (Registered
Trademark) kitchen matches and Ball (Registered Trademark) jars, have been in
continuous use for over 100 years. We continue to expand our existing customer
relationships and attract customers by introducing new product line extensions
and entering new product categories.

We operate three primary business segments, comprised of branded consumables,
consumer solutions and plastic consumables.

Branded Consumables. We manufacture or source, market and distribute a broad
line of branded consumer products that includes craft items, food preparation
kits, home canning jars, jar closures, kitchen matches, plastic cutlery, rope,
cord and twine, storage and workshop accessories, toothpicks and other
accessories marketed under the Ball (Registered Trademark) , Bernardin
(Registered Trademark) , Crawford (Registered Trademark) , Diamond (Registered
Trademark) , Forster (Registered Trademark) , Kerr (Registered Trademark) ,
Lehigh (Registered Trademark) and Leslie-Locke (Registered Trademark) brand
names. We deliver our branded consumable products to over 3,100 customers
nationwide. On September 2, 2003, we acquired all of the issued and outstanding
stock of Lehigh Consumer Products Corporation ("Lehigh"), the largest supplier
of rope, cord and twine for the U.S. consumer marketplace and a leader in
innovative storage and organization products for the home and garage as well as
products in the security door and fencing market.

S-1

more conventional means of food packaging, including freezer and storage bags
and plastic containers, in preventing dehydration, rancidity, mold, freezer
burn and hardening of food. The original FoodSaver (Registered Trademark)
product was successfully launched through infomercials and has since expanded
its distribution channels to be based primarily on retail customers. In
addition to machines, we market and distribute an expanding line of proprietary
bags and bag rolls for use with FoodSaver (Registered Trademark) machines,
which represents a recurring revenue source, along with accessories including
canisters, jar sealers and wine stoppers.

Plastic Consumables. We manufacture, market and distribute a wide variety of
consumer and medical plastic products for customers and our other primary
segments. These products include closures, contact lens packaging, plastic
cutlery, refrigerator door liners, shotgun shell casings, surgical devices and
syringes. Many of these products are consumable in nature or represent
components of consumer products.

In addition to the three primary business segments described above, our other
business consists primarily of our zinc strip business, which is the largest
producer of zinc strip and fabricated products in the United States.

COMPETITIVE STRENGTHS

We believe that the following competitive strengths serve as a foundation for
our growth strategy:

Market Leadership Positions. In North America, we are a leader in several
targeted categories including, among others, branded retail plastic cutlery,
home canning, home vacuum packaging, kitchen matches, rope, cord and twine and
toothpicks. We believe that the specialized nature of our niche categories and
our leading market shares therein provide us with competitive advantages in
terms of demand from major retailers and enhanced brand awareness. We created
the home vacuum packaging category at most of our retailers and actively work
with them to promote the FoodSaver (Registered Trademark) brand and home
vacuum packaging to consumers. In addition, our branded consumables business is
either the named category manager, sole supplier or one of a select few vendors
to the dominant retailers in many of its product lines.

Strong Brand Name Recognition. We have built a portfolio of leading consumer
brands, which assists us in gaining retail shelf space and introducing new
products. The Ball (Registered Trademark) brand has been in continuous use for
over 100 years and is internationally recognized within the home food
preservation market. In the United States, we believe Kerr (Registered
Trademark) is also a widely-recognized home canning brand while Bernardin
(Registered Trademark) is the leading home canning brand in Canada. We believe
Diamond (Registered Trademark) , Forster (Registered Trademark) and FoodSaver
(Registered Trademark) are the leading brands in their principal markets and
are well recognized by consumers. We believe our strong brand recognition and
consumer awareness, coupled with the long-standing quality of our products,
results in significant customer loyalty.

Comprehensive Product Offering. We provide retailers a comprehensive portfolio
of niche consumer products across multiple categories, which adds diversity to
our revenues and cash flows. Within these categories, we service the needs of a
wide range of consumers and satisfy their different tastes, preferences and
budgets. In home canning, we offer a range of branded products to serve the
value, mid-tier and premium price points, selling more than 300 stock keeping
units. We offer kitchen matches, plastic cutlery and toothpicks of various
counts, sizes and durability. FoodSaver's (Registered Trademark) current
offerings are well positioned to take advantage of a "good, better, best"
strategy in order to target consumers with various levels of price sensitivity
and product sophistication. We also offer rope, cord and twine products,
storage and workshop accessories and metal security doors and fencing covering
more than 1,500 stock keeping units. We believe our ability to serve retailers
with a broad array of branded products and introduce new products will continue
to allow us to penetrate existing customers.

Long-Term Customer Relationships. We have established and continue to maintain
strong relationships with our retail customers based, in part, on our portfolio
of leading brands, superior

S-2

customer service and product innovation. We are the named category manager for
various products at key retailers, including Wal-Mart, Home Depot and Lowe's,
and are the leading supplier for other products for which there is no named
category manager. In addition, we have maintained relationships for more than
10 years with virtually all of our key customers. We provide marketing,
technical and service support to our retail customers by assisting with
category management, in-store merchandising and customized packaging. We also
offer end users a broad array of services including product warranties,
toll-free customer service numbers and web sites featuring extensive customer
service information.

Expertise in Successfully Identifying and Executing Complementary
Acquisitions. We believe we have expertise in identifying and acquiring
businesses or brands that complement our existing product portfolio. We utilize
a systematic, disciplined acquisition strategy to identify candidates that can
provide category leading product offerings to be sold through our existing
distribution channels or new distribution channels for our existing products.
This expertise has resulted in several important recent strategic acquisitions
of complementary businesses and brands such as Tilia, Diamond and Lehigh, which
have helped build our portfolio of niche consumer products used in and around
the home and strengthened our distribution channels. Moreover, we have
developed an operating infrastructure with the proven capability to
successfully integrate acquisitions. We believe that our acquisition expertise
uniquely positions us to take advantage of future opportunities to acquire
complementary businesses or brands.

Recurring Revenue Stream. We derive recurring and, we believe, annually stable
sales from many of our leading products due to their affordability and position
as fundamental staples within many households. Our jar closures, kitchen
matches, plastic cutlery, rope, cord and twine and toothpicks exemplify these
traits. Moreover, we believe that as the installed base of FoodSaver
(Registered Trademark) appliances increases, our patented disposable storage
bags and related accessories used with the FoodSaver (Registered Trademark)
appliances will constitute an increasing percentage of revenues. In 2000,
revenues from the sale of storage bags generated 18% of our consumer solutions
segment net sales compared to approximately 27% for 2002.

Low Cost Manufacturing. We believe we excel at manufacturing programs involving
high volumes with superior efficiencies, low cost and exceptional quality. We
have organized the production runs of our branded consumable product lines to
minimize the number of manufacturing functions and the frequency of material
handling. We also utilize, where practical, a flexible process which uses
cellular manufacturing to allow a continuous flow of parts with minimal set up
time. Our efficient and automated plastic cutlery manufacturing operations
enable us to produce, count and package plastic cutlery ready for retail
distribution with minimal labor costs.

We also utilize an efficient outsourced manufacturing network of suppliers for
certain of our branded consumables and consumer solutions products. Many of
these relationships are long-term, affording us increased flexibility and
stability in our operations. Appliances, bags and accessories are sourced from
several facilities throughout Asia and the United States. This diverse network
allows us to maintain multiple sources of quality products while keeping price
points competitive and provides us with quick response, special order service
and low-cost, high-volume production capacity. We believe our service levels,
including fill rates, are attractive as compared to our competitors.

Proprietary and Patented Technology. We believe we have proprietary expertise
in the design, development and manufacture of certain of our products supported
by patented technology, affording us a competitive advantage and enabling us to
maintain our market leading positions. We maintain patents on our FoodSaver
(Registered Trademark) home vacuum packaging systems and on the bags used for
vacuum sealing. This patent protection and our well-developed manufacturing
relationships have enabled us to become the market leader within the home
vacuum packaging category. For our home canning products, we have developed a
proprietary two-piece closure system incorporating a plastisol sealant that
differentiates our jar lids from those of competitors. We also have several
innovative new products in development for which patents are pending, including
the next generation of home vacuum packaging bags and systems.

S-3

Proven and Incentivized Management Team. Our management team has a proven track
record of successful management with positive operating and shareholder
results. Our management team is led by Martin E. Franklin, our Chairman and
Chief Executive Officer, and Ian G.H. Ashken, our Vice Chairman and Chief
Financial Officer, both of whom joined Jarden in 2001 and who collectively
beneficially own approximately 7% of our common stock. We have also recently
hired James E. Lillie to the newly created position of Chief Operating Officer
to oversee day-to-day operations and operational integration. Each of our
operating businesses is managed by professionals with an average of over 20
years of experience. Senior operating managers also participate in our equity
incentive programs, and cash incentive compensation is primarily based on
attaining selected financial performance targets.

GROWTH STRATEGY

Our objective is to increase revenue, cash flow and profitability while
increasing our position as a leading manufacturer, marketer and distributor of
niche, branded consumer products. Our strategy for achieving these objectives
includes the following key elements:

Further Penetrate Existing Distribution Channels. We will seek to further
penetrate existing distribution channels to drive organic growth by
capitalizing on our strong existing customer relationships and attracting new
customers. We intend to further penetrate existing customers by continuing to
(i) provide quality products, (ii) efficiently and consistently fulfill
logistical requirements and volume demands, (iii) provide comprehensive product
support from design to after-market customer service and (iv) cross-sell our
branded consumables and consumer solutions products and accessories to our
extensive combined customer base. As a result of our 2002 cross-selling
initiatives, FoodSaver (Registered Trademark) products are now being sold
through the grocery and hardware channels, where we previously sold primarily
branded consumable products. Similarly, we believe there is potential to
introduce our home canning products into leading home improvement retailers as
a result of the Lehigh acquisition. We intend to attract new customers through
our portfolio of leading brands, innovative products and superior customer
service.

Introduce New Products. To drive organic growth from our existing businesses,
we intend to continue to leverage our strong brand names, customer
relationships and proven capacity for innovation to expand product offerings in
each of our major product categories. For example, our branded consumables
business is targeting several new product introductions, with a recent focus on
all-in-one Ball (Registered Trademark) home canning-related kits that provide
consumers a simpler and more convenient experience. In 2002, we successfully
introduced jelly and salsa kits and have introduced several additional kits in
2003. Other product line extensions in branded consumables include innovative
packaging solutions that meet specific consumer needs and drive profitability
such as the recently introduced Shake-A-Pick (Registered Trademark) , an
individual toothpick dispenser. In addition, we have historically been able to
cycle out old home improvement products and replace them with newer versions,
enabling us to avoid price reductions and maintain attractive margins. Such
changes include packaging and coloration modifications and redesigning products
to improve functionality for garage storage solutions.

Pursue Strategic Acquisitions. We anticipate that the fragmented nature of the
niche consumer products market will continue to provide significant
opportunities for growth through strategic acquisitions of complementary
businesses. Our acquisition strategy will continue to focus on businesses or
brands with product offerings that provide expansion into related categories
and can be marketed through our existing distribution channels or provide us
with new distribution channels for our existing products, thereby increasing
marketing and distribution efficiencies. Furthermore, we seek acquisition
candidates with attractive margins, strong cash flow characteristics, category
leading positions and products that generate recurring revenue. Our
acquisitions of Tilia, Diamond and Lehigh are examples of our ability to
implement this acquisition strategy. We anticipate that future acquisitions
will be financed through a combination of operating cash flow, debt and equity,
including the proceeds of this offering. We are continuing to pursue several
tuck-in acquisitions, all of which, if

S-4

consummated, would have an aggregate purchase price of approximately $40
million. No assurances can be given that any such potential acquisition will be
consummated or, if any such acquisition is consummated, as to the terms of such
acquisition, including price.

Expand Internationally. Historically, we have focused primarily on North
American sales while establishing a limited sales presence internationally. In
2002, sales outside of North America represented less than 2% of sales. We
intend to expand our international sales primarily by developing distribution
channels for certain of our existing products and by pursuing strategic
acquisitions of foreign businesses with established complementary distribution
channels. We are in the early stages of implementing our proven North American
home vacuum packaging product introduction strategy in Asia and Europe, where
we have recently entered into limited distribution agreements for our FoodSaver
(Registered Trademark) products. In these markets, we intend to follow the
successful strategy we implemented in North America by initially utilizing
direct to consumer sales, including infomercials, to build consumer awareness
and generate retail demand. Once a critical mass of consumer sales and interest
has been established, we intend to launch FoodSaver (Registered Trademark)
products through traditional retail channels.

THE LEHIGH ACQUISITION

On September 2, 2003, we acquired Lehigh, the largest supplier of rope, cord
and twine for the U.S. consumer marketplace and a leader in innovative storage
and organization products for the home and garage as well as products in the
security door and fencing market. Lehigh's customers include North America's
largest and rapidly growing warehouse home centers and mass merchants. For the
year ended December 31, 2002, Lehigh had revenues and operating income of
$128.1 million and $18.9 million, respectively.

We acquired Lehigh for cash consideration (excluding transaction costs) of
$155.0 million at closing (the "Lehigh Acquisition"). In addition, the Lehigh
Acquisition includes an earn-out provision with a potential payment in cash or
our registered common stock of up to $25.0 million payable in 2006, provided
that certain earnings performance targets are met. If paid, we expect to
capitalize the cost of the earn-out.

Strategically, Lehigh complements our existing consumer products businesses.
The acquisition is consistent with our strategy of acquiring branded consumer
products businesses with leading market positions in niche markets for products
used in and around the home, attractive operating margins and strong
management. The Lehigh acquisition (i) is expected to be accretive to earnings
per share, (ii) provides cross-selling opportunities to our established retail
customer base, (iii) adds complementary distribution channels to our strong
domestic distribution network and (iv) has the potential to create cost
synergies.

The mailing address and telephone number of our principal executive offices are
555 Theodore Fremd Avenue, Suite B-302, Rye, NY 10580 and (914) 967-9400,
respectively.

S-5

THE OFFERING

Common stock offered by Jarden
Corporation...................................... 2,800,000 shares

Common stock to be outstanding
after this offering.............................. 17,408,654 shares(1)

Over-allotment option............................ 420,000 shares

Use of proceeds.................................. We intend to use the net
proceeds from the sale of
these equity securities for
working capital and general
corporate purposes,
including, but not limited
to, potential future
acquisitions and debt
repayment. If any of the
proceeds are not used on or
before February 29, 2004, we
currently intend to use such
remaining proceeds to repay
a portion of our senior term
credit facility.

NYSE Market Symbol............................... JAH

Risk Factors..................................... You should carefully
consider the information set
forth in "Risk Factors" and
all other information
included in this prospectus
supplement and the
accompanying prospectus
before investing in our
common stock.

(1) The total number of shares of common stock outstanding after the offering
is based on 14,608,654 shares of common stock outstanding on September 24, 2003.
This number excludes:

o 1,693,159 shares of common stock reserved for issuance upon the
exercise of options outstanding as of September 24, 2003, at a
weighted average exercise price of $18.26 per share; and

o 1,796,069 shares of common stock reserved for future issuance under
our 2003 stock incentive plan and 2003 employee stock purchase plan.

The total number of shares outstanding includes 385,260 shares of common stock
issued as restricted stock awards which have not vested as of September 24,
2003.

The total number of shares outstanding after the offering also assumes no
exercise of the underwriters' over-allotment option.

Pursuant to our restated certificate of incorporation, as amended, we have
50,000,000 shares of common stock authorized.

S-6

SUMMARY FINANCIAL DATA

The following table sets forth our summary historical financial data for the
years ended December 31, 2000, 2001 and 2002, which has been derived from our
audited consolidated financial statements and related notes for the respective
fiscal years, and our summary historical financial data for the six months
ended June 30, 2002 and 2003, which has been derived from our unaudited
consolidated financial statements and the related notes. Our results of
operations for the interim periods are not indicative of the results that may
be expected for the entire year. You should read the information in this table
together with our financial statements and other financial information
incorporated by reference into this prospectus.

Our financial data was significantly affected by our acquisitions of Diamond in
February 2003 and Tilia in April 2002 and the disposition of our
underperforming thermoformed plastics operations in November 2001. Future
financial data is likely to be significantly affected by our acquisition of
Lehigh on September 2, 2003. As a result, our historical financial data is not
necessarily comparable between periods, or to prior periods and may not be
indicative of future performance.

The summary unaudited pro forma data for the year ended December 31, 2002 and
the six months ended June 30, 2003 has been derived from, and should be read in
conjunction with, the unaudited pro forma consolidated financial information
included in this prospectus. The unaudited pro forma statement of operations
data reflects the Tilia, Diamond and Lehigh acquisitions as if they had occurred
at January 1, 2002. The unaudited pro forma balance sheet data reflects the
Lehigh acquisition as if it had occurred at June 30, 2003. The pro forma as
adjusted balance sheet data at June 30, 2003 gives further effect to our sale of
2,800,000 shares of common stock in this offering, at the public offering price
of $37 per share after deducting estimated underwriting discounts and
commissions and offering expenses, and the application of proceeds from this
offering. The unaudited pro forma financial information may not be indicative of
our financial condition or results of operations that actually would have
occurred had the Tilia, Diamond and Lehigh acquisitions been in effect on the
dates indicated or the financial position and results of operations that may be
obtained in the future.

S-7

AS OF AND FOR THE YEAR ENDED DECEMBER 31,
-------------------------------------------------------
PRO FORMA
2000 2001 2002 2002
------------- ------------- ------------- -------------
(in thousands, except per share data)

INCOME STATEMENT DATA:
Net sales ................................ $ 356,123 $ 304,276 $ 367,104 $ 635,361
Gross profit ............................. 81,875 71,642 150,475 235,236
Special charges and reorganization
expenses, net ........................... 380 4,978 -- 4,565
Loss on divestiture of assets and
product lines ........................... -- 122,887 -- --
Operating income (loss) .................. 18,982 (113,928) 65,109 104,777
Net income (loss) ........................ 4,922 (85,429) 36,309 52,085
Diluted earnings (loss) per share ........ $ 0.39 $ (6.71) $ 2.52 $ 3.62
Diluted earnings (loss) per share,
excluding one-time tax reversal (1) $ 0.39 $ (6.71) $ 2.22 $ 3.31
Diluted weighted average shares
outstanding ............................. 12,766 12,726 14,392 14,392
OTHER FINANCIAL DATA:
EBITDA (2) ............................... $ 40,552 $ (95,284) $ 75,110 $ 121,994
Cash flows from operating activities (3) . 19,144 39,857 69,551
Depreciation and amortization ............ 21,311 18,797 10,001 17,217
Capital expenditures ..................... 13,637 9,707 9,277 12,417
BALANCE SHEET DATA:
Cash and cash equivalents ................ $ 3,303 $ 6,376 $ 56,779
Working capital .......................... 22,975 8,035 101,557
Total assets ............................. 310,429 162,234 366,765
Total debt ............................... 137,060 84,875 216,955
Total stockholders' equity ............... 118,221 35,129 76,764

AS OF AND FOR THE SIX MONTHS ENDED
JUNE 30,
-----------------------------------------
PRO FORMA
2002 2003 2003
------------- ------------- -------------
(in thousands, except per share data)

INCOME STATEMENT DATA:
Net sales ................................ $ 152,177 $ 228,114 $ 302,583
Gross profit ............................. 54,657 87,850 109,660
Special charges and reorganization
expenses, net ........................... -- -- 1,536
Loss on divestiture of assets and
product lines ........................... -- -- --
Operating income (loss) .................. 21,849 31,544 42,966
Net income (loss) ........................ 15,280 14,181 18,725
Diluted earnings (loss) per share ........ $ 1.09 $ 0.96 $ 1.27
Diluted earnings (loss) per share,
excluding one-time tax reversal (1) $ 0.74 $ 0.96 $ 1.27
Diluted weighted average shares
outstanding ............................. 14,058 14,727 14,727
OTHER FINANCIAL DATA:
EBITDA (2) ............................... $ 26,638 $ 38,774 $ 51,706
Cash flows from operating activities (3).. 47,153 15,193
Depreciation and amortization ............ 4,789 7,230 8,740
Capital expenditures ..................... 3,070 4,569 4,980
BALANCE SHEET DATA:
Cash and cash equivalents ................ $ 38,618 $ 4,704 $ 4,834
Working capital .......................... 69,676 71,482 95,743
Total assets ............................. 337,668 440,746 610,991
Total debt ............................... 213,601 254,286 414,286
Total stockholders' equity ............... 58,204 96,384 96,384

PRO FORMA
AS ADJUSTED
------------

Cash and cash equivalents .......... $102,504
Total debt ......................... 414,286
Total stockholders' equity ......... 194,054

(1) For the year ended December 31, 2002 and the six months ended June 30,
2002, the income tax provision included a one-time reversal of a tax
valuation allowance resulting primarily from significant tax refunds
received related to the 2001 tax year. Excluding the release of this
valuation allowance, our effective tax rate would have been 39.2% for the
year ended December 31, 2002 and 38.4% for the six months ended June 30,
2002. A reconciliation of our net income and related diluted earnings per
share excluding this release is presented below:

FOR THE FOR THE
YEAR ENDED SIX MONTHS
DECEMBER 31, ENDED JUNE 30,
--------------------------- ---------------
PRO FORMA
2002 2002 2002
------------ ------------ ---------------
(dollars in thousands, except per share data)

Income before taxes ................................................. $ 52,498 $ 78,444 $ 16,864
Income tax provision, excluding one-time tax reversal ............... 20,579 30,750 6,479
-------- -------- --------
Net income, excluding one-time tax reversal ......................... $ 31,919 $ 47,694 $ 10,385
======== ======== ========
Diluted earnings per share, excluding one-time tax reversal ......... $ 2.22 $ 3.31 $ 0.74

(2) For the year ended December 31, 2001, EBITDA includes a $122,887 loss on
divestiture of assets and product lines. EBITDA is not intended to
represent cash flow from operations as defined by accounting principles
generally accepted in the United States and should not be used as an
alternative to net income as an indicator of operating performance or to
cash flow as a measure of liquidity. EBITDA is included in this
prospectus because it is a basis upon which our management assesses
financial performance. While EBITDA is frequently used as a measure of
operations and the ability

S-8

to meet debt service requirements, it is not necessarily comparable to
other similarly titled captions of other companies due to potential
inconsistencies in the method of calculation. A reconciliation of the
calculation of EBITDA is presented below:

FOR THE YEAR ENDED DECEMBER 31, FOR THE SIX MONTHS ENDED JUNE 30,
----------------------------------------------- ---------------------------------
PRO FORMA PRO FORMA
2000 2001 2002 2002 2002 2003 2003
--------- -------------- ---------- ----------- ---------- ---------- ----------
(dollars in thousands)

Net income (loss) ......... $ 4,922 $ (85,429) $36,309 $ 52,085 $15,280 $14,181 $18,725
Interest expense, net ..... 11,917 11,791 12,611 26,333 4,985 8,219 12,168
Income tax provision
(benefit) ................ 2,402 (40,443) 16,189 26,359 1,584 9,144 12,073
Depreciation and
amortization ............. 21,311 18,797 10,001 17,217 4,789 7,230 8,740
------- ---------- ------- -------- ------- ------- -------
EBITDA .................... $40,552 $ (95,284) $75,110 $121,994 $26,638 $38,774 $51,706
======= ========== ======= ======== ======= ======= =======

(3) For the year ended December 31, 2002, cash flows from operations included
$38.6 million of income tax refunds resulting primarily from the 2001
loss on divestiture of assets.

S-9

SUMMARY FINANCIAL DATA OF LEHIGH

The following table sets forth Lehigh's summary financial data for the years
ended December 31, 2000, 2001 and 2002 which has been derived from Lehigh's
audited consolidated financial statements. The following table also sets forth
Lehigh's summary historical financial data for the six months ended June 30,
2002 and 2003 which has been derived from Lehigh's interim unaudited
consolidated financial statements. This summary financial data is not
necessarily indicative of the results of future operations and should be read
in conjunction with the audited consolidated financial statements of Lehigh as
of and for the year ended December 31, 2002 and the unaudited interim condensed
financial statements of Lehigh for the six months ended June 30, 2003
incorporated by reference herein. The financial statements of Lehigh as of and
for the years ended December 31, 2000 and 2001 are not included herein. This
summary financial data should also be read in conjunction with the unaudited
pro forma condensed consolidated financial data of Jarden included herein.

SIX MONTHS ENDED JUNE
YEAR ENDED DECEMBER 31, 30,
-------------------------------------- -----------------------
2000 (1) 2001 2002 2002 2003
---------- ----------- ----------- ---------- ----------
(dollars in thousands)

INCOME STATEMENT DATA:
Net sales ............................. $96,296 $123,477 $128,128 $65,349 $67,655
Gross profit .......................... 26,679 35,741 38,424 18,325 20,193
Operating income (2) .................. 10,392 13,153 18,892 9,506 11,168
Net income ............................ 5,821 9,981 16,638 8,487 10,563
OTHER FINANCIAL DATA:
Depreciation and amortization ......... $ 4,250 $ 6,716 $ 2,164 $ 1,203 $ 975
Capital expenditures .................. 1,002 537 454 231 211

- ----------
(1) On January 31, 2000, Lehigh acquired all of the stock of M&K Industries,
Inc. On February 16, 2000, Lehigh acquired the net assets of Ultra-Hold
Corporation. On September 29, 2000, Lehigh acquired certain assets of
Leslie Locke Corporation. The acquisitions were accounted for using the
purchase method and as such, the results of operations of the acquired
businesses were included from the date of acquisition. Accordingly, the
consolidated results are not necessarily comparable to the other periods
presented.

(2) Operating income as presented above excludes other expense of $153, $140
and $380 for the years ended December 31, 2000, 2001 and 2002,
respectively.

S-10

RISK FACTORS

Investing in our securities involves risks, including the risks described in
this prospectus supplement, the accompanying prospectus, and in the other
documents that are incorporated herein by reference. You should carefully
consider the risk factors together with all of the other information and data
included in this prospectus supplement, the accompanying prospectus and the
documents that are incorporated herein by reference before you decide to
acquire any securities. If any of the events described in the section captioned
"Risk Factors" contained in this prospectus supplement and the accompanying
prospectus or in the events described in the documents incorporated herein by
reference actually occur, our business, financial condition or results of
operation may suffer.

REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES COULD ADVERSELY
AFFECT OUR PROFITABILITY.

Our customers generally do not enter into long-term contracts or commitments
with us. As a result, these customers may cancel their orders, change purchase
quantities from forecast volumes, or delay purchases for a number of reasons
beyond our control. Significant or numerous cancellations, reductions, or
delays in purchases by customers could have a material adverse effect on our
business, results of operations and financial condition. In addition, because
many of our costs are fixed, a reduction in customer demand could have an
adverse effect on our gross profit and operating income.

On a historical basis in 2002, one customer, Wal-Mart, accounted for 18.7% of
our consolidated net sales. On a pro forma basis, giving effect to the Tilia,
Diamond and Lehigh acquisitions, Wal-Mart accounted for 18.9% of our 2002
consolidated net sales and Home Depot accounted for 13.0% of our 2002
consolidated net sales. A significant reduction in purchases from either of
these customers could have a material adverse effect on our business, results
of operations and financial condition.

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY
INTERRUPT OUR BUSINESS OPERATIONS.

We have achieved growth through the acquisition of companies, including the
recent acquisition of Lehigh. There can be no assurance that we will be able to
integrate successfully the Lehigh business into our existing business without
substantial costs, delays or other operational or financial difficulties.
Additionally, the failure of Lehigh's business to achieve expected results,
diversion of our management's attention, and failure to retain key Lehigh
personnel, could have a material adverse effect on our business, results of
operations and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS ASSOCIATED WITH
INTERNATIONAL OPERATIONS.

Although not currently material to our operations, we anticipate that
international sales will be a growth area for our business. International
operations, including manufacturing and sourcing operations (and the
international operations of our customers), are subject to inherent risks which
could adversely affect us, including, among other things:

o fluctuations in the value of currencies;

o unexpected changes in and the burdens and costs of compliance with a
variety of foreign laws;

o political and economic instability;

o increases in duties and taxation; and

o reversal of the current policies (including favorable tax and lending
policies) encouraging foreign investment or foreign trade by our host
countries.

CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

S-11

maintain that coverage or obtain additional insurance covering existing or new
products. If a product liability claim exceeding our insurance coverage were to
be successfully asserted against us, it could have a material adverse effect on
our business, results of operations and financial condition.

Additionally, certain of the products manufactured and sold by Lehigh are used
in applications where the failure to use such products for their intended
purposes, the failure to use them properly, or their malfunction, generally
could result in greater injury than our other products.

OUR FAILURE TO SUCCESSFULLY PROTECT OUR INTELLECTUAL PROPERTY RIGHTS COULD
HAVE A MATERIAL ADVERSE EFFECT ON OUR BUSINESS.

Our success with our proprietary products depends, in part, on our ability to
protect our current and future technologies and products and to defend our
intellectual property rights. If we fail to adequately protect our intellectual
property rights, competitors may manufacture and market products similar to
ours. We cannot be sure that we will receive patents for any of our patent
applications or that any existing or future patents that we receive or license
will provide competitive advantages for our products. We also cannot be sure
that competitors will not challenge, invalidate or avoid the application of any
existing or future patents that we receive or license. In addition, patent
rights may not prevent our competitors from developing, using or selling
products that are similar or functionally equivalent to our products.
Furthermore, the patents we maintain on the bags used for vacuum sealing expire
in 2005 and the patents we maintain on our home vacuum packaging systems expire
in 2009. We are currently applying for patents on new bags and vacuum packaging
systems that we recently acquired.

Our Tilia subsidiaries, Tilia, Inc. and Tilia International, Inc., have filed a
complaint with the International Trade Commission against Applica Consumer
Products, Inc., Applica, Inc., The Rival Company, The Holmes Group, Inc. and
ZeroPack Co. Ltd., to enjoin the importation into the U.S. of certain
competitive home vacuum packaging products that we believe infringes on our
patented technology. If the International Trade Commission fails to issue an
injunction blocking the importation of these products, we believe that our
consumer solutions business may be irreparably harmed by (i) being forced to
sell products at reduced margins and (ii) having the entire market for home
vacuum packaging products disrupted by the introduction of low quality
products, and that we could suffer a material adverse effect on our business,
results of operations and financial condition.

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH AND
PREVENT US FROM FULFILLING OUR DEBT OBLIGATIONS.

We have a significant amount of indebtedness which could:

o make it more difficult for us to satisfy our obligations with respect
to the debt securities;

o increase our vulnerability to general adverse economic and industry
conditions;

o require us to dedicate a substantial portion of our cash flow from
operations to payments on our indebtedness, thereby reducing the
availability of our cash flow to fund working capital, capital
expenditures, acquisitions and investments and other general corporate
purposes;

o limit our flexibility in planning for, or reacting to, changes in our
business and the markets in which we operate;

o place us at a competitive disadvantage compared to our competitors
that have less debt; and

o limit, among other things, our ability to borrow additional funds.

S-12

The following table sets forth our total debt, total stockholders' equity,
total capitalization and ratio of debt to total capitalization on a pro forma
basis giving effect to the Tilia, Diamond and Lehigh acquisitions and our
amended and restated senior credit facility:

JUNE 30, 2003
-----------------------
(unaudited)
(dollars in thousands)
Total debt .................................... $ 414,286
Total stockholders' equity .................... 96,384
---------
Total capitalization .......................... $ 510,670
=========
Ratio of debt to total capitalization ......... 81%

The terms of our amended and restated senior credit facility, the April 24,
2002 indenture, as supplemented, governing our 9 3/4% senior subordinated notes
due 2012, and the January 29, 2003 indenture, as supplemented, governing our
9 3/4% senior subordinated notes due 2012, allow us to issue and incur
additional debt upon satisfaction of certain conditions. If new debt is added
to current debt levels, the related risks described above could increase. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations -- The Lehigh Acquisition and Related Financing, Financial
Condition, Liquidity and Capital Resources" included in this prospectus
supplement and Item 5, "Amendment and Restatement of Existing Credit Facility",
of our Form 8-K, filed on
September 5, 2003.

S-13

FORWARD-LOOKING STATEMENTS

Certain statements we make in this prospectus supplement, the accompanying
prospectus, and other written or oral statements by us or our authorized
officers on our behalf, may constitute "forward- looking statements" within the
meaning of the Federal securities laws. Forward-looking statements include
statements concerning our plans, objectives, goals, strategies, future events,
future revenues or performance, capital expenditures, financing needs, plans or
intentions relating to acquisitions, our competitive strengths and weaknesses,
our business strategy and the trends we anticipate in the industry and
economies in which we operate and other information that is not historical
information. Words or phrases such as "estimates," "expects," "anticipates,"
"projects," "plans," "intends," "believes" and variations of such words or
similar expressions are intended to identify forward-looking statements. All
forward-looking statements, including, without limitation, our examination of
historical operating trends, are based upon our current expectations and
various assumptions. Our expectations, beliefs and projections are expressed in
good faith, and we believe there is a reasonable basis for them, but we cannot
assure you that our expectations, beliefs and projections will be realized.

Before you invest in our common stock or debt securities, you should be aware
that the occurrence of the events described under the caption "Risk Factors"
contained in this prospectus supplement and in the accompanying prospectus and
otherwise discussed elsewhere in this prospectus supplement, the accompanying
prospectus, or in materials incorporated in this prospectus by reference to our
other filings with the Securities and Exchange Commission, could have a
material adverse effect on our business, financial condition and results of
operations.

The data included in this prospectus supplement regarding markets and ranking,
including the size of certain markets and our position and the position of our
competitors within these markets, are based on independent industry
publications, reports of government agencies or other published industry
sources or our estimates based on management's knowledge and experience in the
markets in which we operate. Our estimates have been based on information
provided by customers, suppliers, trade and business organizations and other
contacts in the markets in which we operate. We believe these estimates to be
accurate as of the date of this prospectus supplement. However, this
information may prove to be inaccurate because of the method by which we
obtained some of the data for our estimates or because this information cannot
always be verified with complete certainty due to the limits on the
availability and reliability of raw data, the voluntary nature of the data
gathering process and other limitations and uncertainties inherent in a survey
of market size. As a result, you should be aware that market, ranking and other
similar data included in this prospectus supplement, and estimates and beliefs
based on that data, may not be reliable.

S-14

USE OF PROCEEDS

We intend to use the net proceeds from the sale of these equity securities for
working capital and general corporate purposes, including, but not limited to,
potential future acquisitions and debt repayment. If any of the proceeds are
not used on or before February 29, 2004, we currently intend to use such
remaining proceeds to repay a portion of our senior term credit facility.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

Our common stock is quoted on the New York Stock Exchange under the symbol
"JAH." The table below sets forth the high and low prices of our common stock
as reported on the New York Stock Exchange for the periods indicated.

HIGH LOW
---------- ----------
2001
First Quarter ..................................... $ 7.56 $ 6.15
Second Quarter .................................... 8.07 5.82
Third Quarter ..................................... 6.51 5.35
Fourth Quarter .................................... 8.02 5.65

2002
First Quarter ..................................... $ 15.00 $ 7.57
Second Quarter .................................... 19.96 13.25
Third Quarter ..................................... 27.46 18.35
Fourth Quarter .................................... 27.70 20.00

2003
First Quarter ..................................... $ 28.25 $ 21.86
Second Quarter .................................... 32.68 25.45
Third Quarter (through September 25, 2003) ........ 40.26 26.50

We intend to retain earnings to finance our future growth, and we have no
current plans to pay cash dividends to our stockholders. The payment of any
future cash dividends will be at the sole discretion of our board of directors
and will depend upon, among other things, our future earnings, our capital
requirements, and our general financial condition. We are currently limited in
our ability to pay dividends on our common stock by our senior credit facility
and the indentures under which our senior subordinated notes are issued.

S-15

CAPITALIZATION

The following table sets forth our cash and cash equivalents and capitalization
as of June 30, 2003, on an actual basis, a pro forma basis and an as adjusted
basis. The pro forma information gives effect to the acquisition of Lehigh on
September 2, 2003, including the related financing. The as adjusted information
gives further effect to the common stock offering contemplated herein at the
offering price of $37 and after deducting estimated underwriting discounts and
commissions and offering expenses.

This table should be read in conjunction with "Use of Proceeds" and "Selected
Financial Data." It should also be read in conjunction with our unaudited pro
forma condensed consolidated financial statements and our audited and unaudited
financial statements, including the related notes, included in and incorporated
by reference into this prospectus.

AS OF JUNE 30, 2003
---------------------------------------
ACTUAL PRO FORMA AS ADJUSTED
---------- ----------- ------------
(dollars in thousands)

Cash and cash equivalents ................... $ 4,704 $ 4,834 $102,504
======== ======== ========
Debt, including current installments:
Senior credit facility:
Revolving credit facility ................ $ 6,300 $ 16,300 $ 16,300
Term loans ............................... 54,473 204,473 204,473
Senior subordinated notes due 2012 ......... 179,844 179,844 179,844
Subordinated seller note due 2004 .......... 5,294 5,294 5,294
Interest rate swap liabilities ............. 8,375 8,375 8,375
-------- -------- --------
Total debt .............................. 254,286 414,286 414,286
Total stockholders' equity .................. 96,384 96,384 194,054
-------- -------- --------
Total capitalization .................... $350,670 $510,670 $608,340
======== ======== ========

S-16

SELECTED FINANCIAL DATA

The following table sets forth our selected financial data as of and for the
years ended December 31, 1998, 1999, 2000, 2001 and 2002 and the six months
ended June 30, 2002 and 2003. The selected financial data set forth below for
the five years ended December 31, 2002 have been derived from our audited
consolidated financial statements and related notes thereto where applicable
for the respective periods presented. The selected financial data as of and for
the six months ended June 30, 2002 and 2003 has been derived from our unaudited
consolidated financial statements and related notes thereto where applicable
for the respective periods presented. The selected financial data should be
read in conjunction with "Management's Discussion and Analysis of Financial
Condition and Results of Operations" as well as our consolidated financial
statements and notes thereto contained in, or incorporated by reference into,
this prospectus. These historical results are not necessarily indicative of the
results to be expected in the future. The results of Tilia and Diamond are
included from April 1, 2002 and February 1, 2003, respectively. The results of
Lehigh are not included in any of the historical periods presented.

AS OF AND FOR THE YEAR ENDED DECEMBER 31,
------------------------------------------------------------------
1998 (1) 1999 (2) 2000 (3) 2001 (4) 2002 (5)
------------ ------------ ------------ ------------- -------------

(dollars in thousands, except per share data)
STATEMENT OF OPERATIONS DATA:
Net sales ...................................$258,210 $356,525 $356,123 $ 304,276 $367,104
Costs and expenses
Cost of sales .............................. 187,295 256,201 274,248 232,634 216,629
Selling, general and administrative
expenses .................................. 38,052 54,923 56,109 52,552 85,366
Goodwill amortization ...................... 1,399 4,605 6,404 5,153 --
Special charges and reorganization
expenses, net (7) ......................... 1,260 2,314 380 4,978 --
Loss (gain) on divestiture of assets and
product lines ............................. -- (19,678) -- 122,887 --
-------- -------- -------- --------- --------
Operating income (loss) ..................... 30,204 58,160 18,982 (113,928) 65,109
Interest expense, net ....................... 1,822 8,395 11,917 11,791 12,611
Loss from early extinguishment of
debt (8) ................................... -- 1,663 -- -- --
Income tax provision (benefit) (9) .......... 10,785 18,823 2,402 (40,443) 16,189
Minority interest in gain (loss) of
consolidated subsidiary .................... -- -- (259) 153 --
-------- -------- -------- --------- --------
Income (loss) from continuing operations..... 17,597 29,279 4,922 (85,429) 36,309
Loss from discontinued operations ........... (1,870) (87) -- -- --
-------- -------- -------- --------- --------
Net income (loss) ........................... $15,727 $29,192 $ 4,922 $ (85,429) $36,309
======== ======== ======== ========= ========
Basic earnings (loss) per share (10):
Income (loss) from continuing operations..... $ 1.24 $ 2.18 $ 0.39 $ (6.71) $ 2.60
Loss from discontinued operations ........... ( .13) ( .01) -- -- --
-------- -------- -------- --------- --------
$ 1.11 $ 2.17 $ 0.39 $ (6.71) $ 2.60
======== ======== ======== ========= ========
Diluted earnings (loss) per share (10):
Income (loss) from continuing operations..... $ 1.22 $ 2.15 $ 0.39 $ (6.71) $ 2.52
Loss from discontinued operations ........... ( .13) ( .01) -- -- --
-------- -------- -------- --------- --------
$ 1.09 $ 2.14 $ 0.39 $ (6.71) $ 2.52
======== ======== ======== ========= ========
OTHER FINANCIAL DATA:
EBITDA (11) ................................. $40,752 $74,194 $40,552 $ (95,284) $75,110
Cash flows from operating activities (12).... 27,388 22,324 19,144 39,857 69,551
Depreciation and amortization ............... 10,548 17,697 21,311 18,797 10,001
Capital expenditures ........................ 11,909 16,628 13,637 9,707 9,277
BALANCE SHEET DATA:
Cash and cash equivalents ................... $21,454 $17,394 $ 3,303 $ 6,376 $56,779
Working capital ............................. 46,923 54,611 22,975 8,035 101,557
Total assets ................................ 166,974 340,364 310,429 162,234 366,765
Total debt .................................. 25,715 140,761 137,060 84,875 216,955
Total stockholders' equity .................. 94,893 123,025 118,221 35,129 76,764

AS OF AND FOR THE
SIX MONTHS ENDED
JUNE 30,
---------------------------
2002 (5) 2003 (6)
------------- -------------

STATEMENT OF OPERATIONS DATA:
Net sales ...................................$152,177 $228,114
Costs and expenses
Cost of sales .............................. 97,520 140,264
Selling, general and administrative
expenses .................................. 32,808 56,306
Goodwill amortization ...................... -- --
Special charges and reorganization
expenses, net (7) ......................... -- --
Loss (gain) on divestiture of assets and
product lines ............................. -- --
-------- --------
Operating income (loss) ..................... 21,849 31,544
Interest expense, net ....................... 4,985 8,219
Loss from early extinguishment of
debt (8) ................................... -- --
Income tax provision (benefit) (9) .......... 1,584 9,144
Minority interest in gain (loss) of
consolidated subsidiary .................... -- --
-------- --------
Income (loss) from continuing operations..... 15,280 14,181
Loss from discontinued operations ........... -- --
-------- --------
Net income (loss) ........................... $15,280 $14,181
======== ========
Basic earnings (loss) per share (10):
Income (loss) from continuing operations..... $ 1.11 $ 1.00
Loss from discontinued operations ........... -- --
-------- --------
$ 1.11 $ 1.00
======== ========
Diluted earnings (loss) per share (10):
Income (loss) from continuing operations..... $ 1.09 $ 0.96
Loss from discontinued operations ........... -- --
-------- --------
$ 1.09 $ 0.96
======== ========
OTHER FINANCIAL DATA:
EBITDA (11) ................................. $26,638 $38,774
Cash flows from operating activities (12).... 47,153 15,193
Depreciation and amortization ............... 4,789 7,230
Capital expenditures ........................ 3,070 4,569
BALANCE SHEET DATA:
Cash and cash equivalents ................... $38,618 $ 4,704
Working capital ............................. 69,676 71,482
Total assets ................................ 337,668 440,746
Total debt .................................. 213,601 254,286
Total stockholders' equity .................. 58,204 96,384

- ----------
(1) 1998 includes a $1.3 million pretax charge to exit a plastic injection
molding facility.

(2) 1999 includes a $19.7 million pretax gain on the sale of the plastic
packaging product line and a $2.3 million pretax charge to exit a plastic
thermoforming facility.

(3) 2000 includes $1.6 million of pretax income associated with the reduction
in long-term performance-based compensation, $1.4 million in pretax
litigation charges, net of recoveries and $0.6 million of pretax costs to
evaluate strategic options.

S-17

(4) 2001 includes a $121.1 million pretax loss on the November 2001 sale of
thermoforming assets, a $2.3 million pretax charge associated with
corporate restructuring, a $1.4 million pretax loss on the November 2001
sale of our interest in Microlin, LLC, $2.6 million of pretax separation
costs related to the management reorganization, $1.4 million of pretax
costs to evaluate strategic options, $1.4 million of pretax costs to exit
facilities, a $2.4 million pretax charge for stock option compensation,
$4.1 million of pretax income associated with the discharge of deferred
compensation obligations and a $1.0 million pretax gain related to an
insurance recovery.

(5) The results of Tilia are included from April 1, 2002.

(6) The results of Diamond are included from February 1, 2003.

(7) Special charges and reorganization expenses, net were comprised of costs
to evaluate strategic options, discharge of deferred compensation
obligations, separation costs for former officers, stock option
compensation, corporate restructuring costs, costs to exit facilities,
reduction of long-term performance based compensation, litigation charges
and items related to our divested thermoforming operations.

(8) Pursuant to our adoption of SFAS No. 145, results for the year ended
December 31, 1999 have been restated to give effect to the
reclassification of a charge of $1.6 million ($1.0 million, net of taxes)
arising from the early extinguishment of debt previously presented as an
extraordinary item.

(9) 2002 includes a net release of a $4.4 million tax valuation allowance.
Adjusting for the net release of the valuation allowance, our diluted
earnings per share for 2002 would have been $2.22.

(10) All earnings per share amounts have been adjusted to give effect to a
2-for-1 split of our outstanding shares of common stock that was effected
during the second quarter of 2002.

(11) For the year ended December 31, 2001, EBITDA includes a $122.9 million
loss on divestiture of assets and product lines. EBITDA is not intended
to represent cash flow from operations as defined by accounting
principles generally accepted in the United States and should not be used
as an alternative to net income as an indicator of operating performance
or to cash flow as a measure of liquidity. EBITDA is included in this
prospectus because it is a basis upon which our management assesses
financial performance. While EBITDA is frequently used as a measure of
operations and the ability to meet debt service requirements, it is not
necessarily comparable to other similarly titled captions of other
companies due to potential inconsistencies in the method of calculation.
A reconciliation of the calculation of EBITDA is presented below:

FOR THE SIX MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED JUNE 30,
--------------------------------------------------------- --------------------
1998 (1) 1999 (2) 2000 (3) 2001 (4) 2002 (5) 2002 (5) 2003 (6)
---------- ---------- ---------- ------------- ---------- ---------- ---------
(dollars in thousands)

Income (loss) from continuing
operations ............................ $17,597 $29,279 $ 4,922 $ (85,429) $36,309 $15,280 $14,181
Interest expense, net .................. 1,822 8,395 11,917 11,791 12,611 4,985 8,219
Income tax provision (benefit) ......... 10,785 18,823 2,402 (40,443) 16,189 1,584 9,144
Depreciation and amortization .......... 10,548 17,697 21,311 18,797 10,001 4,789 7,230
------- ------- ------- ---------- ------- ------- -------
EBITDA ................................. $40,752 $74,194 $40,552 $ (95,284) $75,110 $26,638 $38,774
======= ======= ======= ========== ======= ======= =======

(12) For the year ended December 31, 2002, cash flows from operations included
$38.6 million of income tax refunds resulting primarily from the 2001
loss on divestiture of assets.

S-18

MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS

The following discussion and analysis should be read in conjunction with our
Selected Financial Data as well as our consolidated financial statements and
notes thereto incorporated by reference herein.

Jarden is a leading provider of niche consumer products used in and around the
home, under well-known brand names including Ball (Registered Trademark) ,
Bernardin (Registered Trademark) , Crawford (Registered Trademark) , Diamond
(Registered Trademark) , FoodSaver (Registered Trademark) , Forster (Registered
Trademark) , Kerr (Registered Trademark) , Lehigh (Registered Trademark) and
Leslie-Locke (Registered Trademark) . In North America, we are the market
leader in several categories, including branded retail plastic cutlery, home
canning, home vacuum packaging, kitchen matches, rope, cord and twine and
toothpicks. We also manufacture zinc strip and a wide array of plastic products
for third party consumer product and medical companies, as well as our own
businesses.

We have grown by actively acquiring new brands and expanding sales of our
existing brands. Our strategy to achieve future growth is to acquire new
brands, sustain profitable internal growth and expand our international
business.

On February 7, 2003, we completed our acquisition of the business of Diamond
Brands International, Inc. and its subsidiaries ("Diamond"), a manufacturer and
distributor of kitchen matches, toothpicks and retail plastic cutlery under the
Diamond (Registered Trademark) and Forster (Registered Trademark) trademarks,
pursuant to an asset purchase agreement ("Diamond Acquisition"). The Diamond
Acquisition was entered into as part of our plan to pursue growth in branded
consumer products. The purchase price of this transaction was approximately $92
million, including transaction costs and a deferred payment in the amount of
$5.8 million paid in cash on August 7, 2003. We used cash on hand and draw
downs under our debt facilities to finance the transaction. The acquired
plastic manufacturing operation is included in the plastic consumables segment
in 2003 and the acquired wood manufacturing operation and branded product
distribution business is included in the branded consumables segment in 2003.
In the second quarter of 2003, the Company completed its acquisition of O.W.D.,
Incorporated and Tupper Lake Plastics, Incorporated (collectively "OWD").

On April 24, 2002, we completed our acquisition of the business of Tilia
International, Inc. and its subsidiaries (collectively "Tilia"), pursuant to an
asset purchase agreement (the "Tilia Acquisition"). We acquired the business of
Tilia for approximately $145 million in cash and $15 million in seller debt
financing. In addition, the Tilia Acquisition includes an earn-out provision
with a potential payment in cash or our common stock, at our sole discretion,
of up to $25 million payable in 2005, provided that certain earnings
performance targets are met.

Effective November 26, 2001, we sold the assets of our Triangle, TriEnda and
Synergy World plastic thermoforming operations ("TPD Assets") to Wilbert, Inc.
for $21.0 million in cash, a non-interest bearing one-year note ("Wilbert
Note") as well as the assumption of certain identified liabilities. The
carrying amount on the Wilbert Note of $1.6 million was repaid on November 25,
2002. In connection with this sale, we recorded a pre-tax loss of approximately
$121.1 million in 2001. The proceeds from the sale were used to pay down the
Company's term debt under its old credit agreement.

Effective November 1, 2001, we sold our majority interest in Microlin, LLC
("Microlin"), a developer of proprietary battery and fluid delivery technology,
for $1,000 in cash plus contingent consideration based upon future performance
through December 31, 2012 and the cancellation of future funding requirements.
We recorded a pretax loss of $1.4 million in 2001 related to the sale.

On September 24, 2001, our board of directors appointed Martin E. Franklin as
our Chairman and Chief Executive Officer and Ian G.H. Ashken as our Vice
Chairman, Chief Financial Officer and Secretary. Following this appointment we
undertook a new business and management strategy to concentrate on niche,
branded consumer products. During 2002, we revised our business segment
information to report four business segments: branded consumables, consumer
solutions, plastic consumables and other. Prior periods have been reclassified
to conform to the current segment definitions.

S-19

THE LEHIGH ACQUISITION AND RELATED FINANCING

In connection with the Lehigh Acquisition, we amended and restated our existing
senior credit facility. Our amended and restated senior credit facility
provides for a senior credit facility of up to $280.0 million of senior secured
loans, consisting of a $70.0 million five-year revolving credit facility, a
$60.0 million five-year term loan facility, and a new $150.0 million five-year
term loan facility. The revolving credit facility continues to have a $15.0
million letters of credit sublimit and a $10.0 million swing line loans
sublimit. On September 2, 2003, we drew down the full amount of the new $150.0
million term loan facility, which funds were used principally to pay the cash
consideration for the Lehigh Acquisition.

RESULTS OF OPERATIONS -- COMPARISON OF SIX MONTHS ENDED JUNE 30, 2003 TO SIX
MONTHS ENDED JUNE 30, 2002

We reported net sales of $228.1 million in the first six months of 2003, a
49.9% increase from net sales of $152.2 million in the first six months of
2002.

In the first six months of 2003, our branded consumables segment reported net
sales of $100.4 million compared to $63.5 million in the first six months of
2002. This increase of 58.0% was principally a result of the Diamond
Acquisition, effective February 1, 2003. In addition, the acquisition of OWD in
the second quarter of 2003 contributed to this increase. Partially offsetting
these effects was a decrease in net sales for the remainder of this segment
primarily due to a weaker retail environment in the first half of 2003.

In the first six months of 2003, our consumer solutions segment reported net
sales of $75.4 million compared to $31.3 million in net sales for the first six
months of 2002. This increase of 140.7% was principally the result of this
segment being acquired effective April 2002 and, therefore, net sales for the
first six months of 2003 reflects sales for the full six month period but net
sales for the first six months of 2002 reflects sales for only a part of the
six month period. Additionally, it is a result of increased U.S. retail sales
and international sales for this segment in the second quarter of 2003 compared
to the second quarter of 2002.

In the first six months of 2003, our plastic consumables segment reported net
sales of $50.2 million compared to $37.1 million in the first six months of
2002. The principal reason for this increase of 35.5% was intercompany sales
generated by the addition of the plastic manufacturing business acquired in the
Diamond Acquisition. In addition, the intercompany sales resulting from the OWD
acquisition in the second quarter of 2003 also contributed to this increase.
Partially offsetting these effects was a decline in net sales caused by a
contractual sales price reduction to a large customer.

In the first six months of 2003, our other segment reported net sales of $17.9
million compared to $20.7 million in the first six months of 2002. The
principal reason for this decrease of 13.8% was a reduction in our low
denomination international coinage business due to less demand from a major
customer.

We reported operating income of $31.5 million in the first six months of 2003
compared to operating income of $21.8 million in the first six months of 2002.
The principal reason for this increase of

S-20

$9.7 million, or 44.4%, was the addition of the consumer solutions business
effective April 2002. Additionally, the branded consumables segment's operating
earnings increased by $3.3 million from the first six months of 2002 to the
first six months of 2003, due to the addition of the Diamond product lines,
partially offset by a decrease in operating earnings caused by a decrease in
net sales for the remainder of this segment as discussed above. Partially
offsetting these effects was a decrease in our other business segment's
operating earnings from $3.7 million in the first six months of 2002 to $2.9
million in the first six months of 2003 due to the effect of its lower net
sales. Operating income in the first six months of 2003 for our plastic
consumables segment was comparable with the same period in the prior year for
the same factors as discussed above under the net sales explanation.

Gross margin percentages on a consolidated basis increased to 38.5% in the
first six months of 2003 from 35.9% in the first six months of 2002. This
increase is principally the result of including the higher gross margins of the
acquired consumer solutions business for the full six month period in 2003 but
only part of the six month period in 2002.

Selling, general and administrative expenses increased to $56.3 million in the
first six months of 2003 from $32.8 million in the first six months of 2002,
or, as a percentage of net sales, increased to 24.7% in the first six months of
2003 from 21.6% in the first six months of 2002. This increase was principally
due to the acquisition of the consumer solutions business and the additional
selling, general and administrative expenses related to the new product lines
in the branded consumables segment, primarily resulting from the Diamond
Acquisition.

Net interest expense increased to $8.2 million for the first six months of 2003
compared to $5.0 million in the same period last year. This increase resulted
from higher levels of outstanding debt in 2003 compared to the same period in
2002, principally due to the financing of the Tilia Acquisition and the Diamond
Acquisition and the issuance of $30 million of notes under our shelf
registration statement. Our weighted average interest rate in the first six
months of 2003 was comparable to the first six months of 2002.

Our effective tax rate for the first six months of 2003 was 39.2% compared to
an effective tax rate of 9.4% in the first six months of 2002. At December 31,
2001, we had federal net operating losses that were recorded as a deferred tax
asset with a valuation allowance of $5.4 million. Due to the impact of the Job
Creation Act and the tax refunds that we received as a result, a net $4.9
million of this valuation allowance was released in the first six months of
2002 resulting in an income tax provision of $1.6 million. Excluding the
release of this valuation allowance our effective tax rate was approximately
38.4% in the first six months of 2002. Our net income for the first six months
of 2002 would have been $10.4 million or $0.74 per diluted share if this
valuation allowance release was excluded.

SIX MONTH
PERIOD ENDED
JUNE 30, 2002
-----------------------
(dollars in thousands,
except per share data)

Income before taxes .......................................................... $ 16,864
Income tax provision, excluding net release of tax valuation allowance ....... 6,479
--------
Net income, excluding net release of tax valuation allowance ................. $ 10,385
========
Diluted earnings per share, excluding net release of tax valuation allowance . $ 0.74

RESULTS OF OPERATIONS -- COMPARING 2002 TO 2001

We reported net sales of $367.1 million in 2002, an increase of 20.6% from net
sales of $304.3 million in 2001. From April 1, 2002 until December 31, 2002,
our consumer solutions segment, which consists of the newly acquired Tilia
business, generated net sales of $145.3 million. Our branded consumables
segment reported net sales of $111.2 million in 2002 compared to $119.9 million
in 2001. Net sales were $8.7 million or 7.3% lower than 2001, principally due
to severe drought weather conditions

S-21

during summer 2002 in the South, Southeast and West Central regions of the
United States. Our plastic consumables segment reported net sales of $70.6
million in 2002 compared to $139.9 million in 2001. The principal cause of the
$69.3 million decrease was the divestiture of the TPD Assets and Microlin,
which accounted for $63.3 million of such change (after adjusting for $1.2
million of intercompany sales to these businesses). The remaining $6.0 million
is principally due to lower tooling sales and a contractual sales price
reduction to a significant customer. In the other segment, net sales decreased
to $41.0 million in 2002 from $45.5 million in 2001, primarily due to reduced
sales to the United States Mint in connection with its inventory reduction
program for all coinage.

We reported operating income of $65.1 million for 2002. These results compare
to an operating loss of $113.9 million for 2001, which included special charges
and reorganization expenses of $5.0 million and a loss on divestitures of
assets and product lines of $122.9 million. All of our segments generated
increases in operating income in 2002 from 2001, with the exception of the
other segment, which had a small decrease but still maintained a constant
operating income percentage of net sales in 2002. From April 1, 2002 until
December 31, 2002, our consumer solutions segment, which consists of the newly
acquired Tilia business, generated operating income of $31.7 million. Operating
income for our branded consumables and plastic consumables segments increased
by $4.7 million and $14.4 million, respectively, in 2002 compared to 2001. The
other factors that contributed to these favorable operating income results are
discussed in the following two paragraphs.

Gross margin percentages on a consolidated basis increased to 41.0% in 2002 from
23.5% in 2001, reflecting the higher gross margins of the acquired home vacuum
packaging business in 2002, the lower gross margins of the TPD Assets and
Microlin businesses which were disposed in 2001, a $1.5 million charge for slow
moving inventory in the branded consumables segment in 2001 and cost efficiency
increases in our plastic consumables segment. These increases were partially
offset by lower gross margins in the branded consumables segment caused by the
lower sales volume.

Selling, general and administrative expenses increased to $85.4 million in 2002
from $52.6 million in 2001, or, as a percentage of net sales increased to 23.3%
in 2002 from 17.3% in 2001. This increase was principally due to the
acquisition of the home vacuum packaging business, which accounted for an
additional $46.3 million of selling, general and administrative expenses, and
because of company-wide increased performance-based compensation expenses
related to our strong financial performance in 2002. Partially offsetting this
were decreases in selling, general and administrative expenses in our branded
consumables, plastic consumables and other segments. Expenses within the
branded consumables segment decreased due to lower selling expenses associated
with the decrease in net sales discussed above. Expenses within our plastic
consumables segment decreased primarily due to the divestiture of TPD Assets
and Microlin, which accounted for $11.7 million of this decline, and lower
expenses in the remaining business of the segment.

We incurred net special charges and reorganization expenses of $5.0 million in
2001, consisting of $0.8 million in costs to exit facilities, $2.4 million in
stock option compensation, $2.3 million in corporate restructuring costs, $2.6
million in separation costs for former executive officers and $1.4 million of
costs to evaluate strategic options, partially offset by $4.1 million in
pre-tax income related to the discharge of certain deferred compensation
obligations and $0.4 million of income for items related to the divested TPD
Assets.

As a result of the adoption of SFAS No. 142, we did not record goodwill
amortization in 2002. Goodwill amortization of approximately $5.2 million had
been recorded in 2001.

Net interest expense in 2002 was $12.6 million compared to $11.8 million for
2001, primarily due to the additional indebtedness assumed pursuant to the
Tilia Acquisition, partially offset by the write-off in 2001 of $1.5 million of
previously deferred debt issuance costs in November 2001 in conjunction with
the amendment to our credit facility effected in connection with the TPD Assets
sale. During 2002, we had a lower weighted average interest rate than the prior
year, which was more than offset by higher average borrowings outstanding.

Our effective tax rate was 30.8% in 2002 compared to 32.2% in 2001. At December
31, 2001, we had federal net operating losses that were recorded as a deferred
tax asset with a valuation allowance of

S-22

$5.4 million. Due to the impact of the Job Creation Act and the tax refunds
that we received as a result, a net $4.4 million of this valuation allowance
was released in 2002 resulting in an income tax provision of $16.2 million. Our
net income for 2002 would have been $31.9 million or $2.22 diluted earnings per
share if this valuation allowance release was excluded.

Excluding the release of this valuation allowance, our effective tax rate was
approximately 39.2% in 2002. The effective tax rate in 2001 was lower than the
statutory federal rate due to the valuation allowance described above.

RESULTS OF OPERATIONS -- COMPARING 2001 TO 2000

We reported consolidated net sales of $304.3 million in 2001, a decrease of
14.5% from net sales of $356.1 million in 2000. Net sales of the branded
consumables segment were $119.9 million in 2001 compared to $119.1 million in
2000. Increased sales in the United States were offset by decreased sales in
Canada due to unfavorable weather conditions and customers carrying higher
levels of inventory over from 2000. Net sales within the plastic consumables
segment were $139.9 million in 2001 compared to $179.3 million in 2000. The
decrease of $39.4 million or 22.0% was due primarily to (i) lower demand for
industrial thermoformed parts (part of the divested TPD Assets) in the heavy
truck and material handling markets, and (ii) the fact that 2001 did not include
December sales for the divested TPD Assets. Net sales of the other segment
decreased to $45.5 million in 2001 from $58.8 million in 2000. This decrease of
$13.3 million or 22.6% resulted from lower demand in all of our zinc product
lines.

Our operating loss for 2001 was $113.9 million, including special charges and
reorganization expenses of $5.0 million and a total loss on divestitures of
assets and product lines of $122.9 million. These results compare to operating
income for 2000 of $19.0 million. The factors that contributed to these results
are discussed in the following two paragraphs.

Gross margin percentages increased to 23.5% in 2001 from 23.0% in 2000. Gross
margin percentages increased for branded consumables due primarily to cost
efficiencies which continued during 2001 as the benefits of the segment's SAP
system implementation continued to be realized. The plastic consumables segment
gross margin percentages declined from 16% in 2000 to 13% in 2001. This
decrease in gross margin percentage was due primarily to (i) lower sales of
plastic thermoformed parts (part of the divested TPD Assets) resulting in
diminished operating efficiencies, and (ii) lower sales volumes causing fixed
overhead costs to be allocated to less sales of injection molded plastic parts.
There was an increase in the other segment's gross margin percentages from 28%
in 2000 to 29% in 2001.

Selling, general and administrative expenses decreased 6.2% to $52.6 million in
2001 from $56.1 million in 2000, or, as a percentage of sales increased to 17.3%
in 2001 from 15.8% in 2000. Branded consumables expenses decreased primarily due
to lower expenses associated with sales and marketing, warehousing and shipping.
Expenses within the plastic consumables segment decreased primarily as a result
of the cost savings realized due to a third quarter 2000 realignment and
consolidation of our divested TPD Assets and the fact that 2001 did not include
December expenses for the divested TPD Assets. Excluding the TPD Assets,
selling, general and administrative expenses in the remainder of the plastic
consumables segment and the other segment remained relatively constant.

Goodwill amortization decreased from $6.4 million in 2000 to $5.2 million in
2001 due primarily to our November 2001 sale of the TPD Assets included in the
plastic consumables segment.

We incurred net special charges and reorganization expenses of $5.0 million in
2001, consisting of
$0.8 million in costs to exit facilities, $2.4 million in stock option
compensation, $2.3 million in corporate restructuring costs, $2.6 million in
separation costs for former executive officers and $1.4 million of costs to
evaluate strategic options, partially offset by $4.1 million in pre-tax income
related to the discharge of certain deferred compensation obligations and $0.4
million of income for items related to the divested TPD Assets.

Net interest expense in 2001 was $11.8 million compared to $11.9 million for
2000. The effects of lower average borrowings outstanding and lower interest
rates during 2001 were offset by the write-off

S-23

of $1.5 million of previously deferred debt issuance costs in November 2001 in
conjunction with the amendment to our credit facility effected in connection
with the sale of TPD Assets. Our effective interest rate for the year ended
December 31, 2001 was 7.7%. As a result of decreasing interest rates during
2001, our interest rate swaps, which were at a fixed interest rate of 5.7%,
resulted in additional interest expense to us during the year ended December
31, 2001.

Our effective tax rate was 32.2% for 2001 compared to 34.0% for 2000. The
effective rate for 2001 is lower than the statutory federal rate primarily
because it includes a valuation allowance for tax benefits associated with the
loss on the sale of the TPD Assets. The effective rate for 2000 reflects the
recognition of a tax benefit from exiting the Central European home canning
test market.

FINANCIAL CONDITION, LIQUIDITY AND CAPITAL RESOURCES

During the first six months of 2003, the following changes were made to our
capital structure:

o we issued $30 million of notes (the "New Notes") at a price of 106.5%
of face value. Gross proceeds were approximately $32 million;

o in conjunction with the timing of the issuance of the New Notes, we
entered into a $30 million interest rate swap to receive a fixed rate
of interest and pay a variable rate of interest based upon London
Interbank Offered Rate ("LIBOR");

o we issued an aggregate of 200,000 restricted shares of common stock to
certain officers;

o approximately $4.9 million in loans to certain officers were repaid in
full using shares of our common stock;

o we entered into a $37 million interest rate swap to receive a floating
rate of interest and pay a fixed rate of interest;

o we received $3.2 million of cash proceeds, including $1 million of
accrued interest, for unwinding our $75 million interest rate swap and
contemporaneously replacing it with a new $75 million interest rate
swap;

o in connection with the Diamond Acquisition, we increased our term loan
facility by $10 million and our revolving credit facility by $20
million; and

o we repaid $10 million of seller debt financing.

Specifically, on May 8, 2003, pursuant to an indenture dated January 29, 2003,
as supplemented by a first supplemental indenture, dated May 8, 2003, we issued
$30 million of New Notes under our shelf registration statement. The net
proceeds of the offering were used to reduce the outstanding revolver balances
under our senior credit facility. The New Notes were issued at a price of
106.5% of face value.

The New Notes will mature on May 1, 2012, however, on or after May 1, 2007, we
may redeem all or part of the New Notes at any time at a redemption price
ranging from 100% to 104.875% of the principal amount, plus accrued and unpaid
interest and liquidated damages, if any. Prior to May 1, 2005, we may redeem up
to 35% of the aggregate principal amount of the New Notes with the net cash
proceeds from certain public equity offerings at a redemption price of 109.75%
of the principal amount, plus accrued and unpaid interest and liquidated
damages, if any. Interest on the New Notes accrues at the rate of 9.75% per
annum and is payable semi-annually in arrears on May 1 and November 1,
commencing on November 1, 2003.

On May 6, 2003, we entered into a $30 million interest rate swap ("New Swap")
to receive a fixed rate of interest and pay a variable rate of interest based
upon LIBOR. The New Swap is a swap against our 9 3/4% senior subordinated notes
issued under an indenture dated April 24, 2002 ("Notes").

As disclosed in our 2003 Proxy Statement, our board of directors approved, on
February 6, 2003, the granting of additional restricted shares of common stock
to Messrs. Franklin and Ashken. Accordingly, during the second quarter of 2003,
restricted shares of common stock in the aggregate amounts of 150,000 shares
and 50,000 shares were issued to Martin E. Franklin, our Chairman and

S-24

Chief Executive Officer, and Ian G.H. Ashken, our Vice Chairman, Chief
Financial Officer and Secretary, respectively, under our 2003 Stock Incentive
Plan. These shares were issued out of our treasury stock account. The
restrictions on these shares shall lapse upon our common stock achieving a set
price of $40, or on a change of control.

During 2002, Messrs. Franklin and Ashken exercised 600,000 and 300,000
non-qualified stock options, respectively, which had been granted under our
2001 Stock Option Plan. These shares were issued out of our treasury stock
account. The exercises were accomplished via loans from us under our Executive
Loan Program. The principal amounts of the loans were $3.3 million and $1.6
million, respectively, and bore interest at 4.125% per annum. The loans were
due on January 23, 2007 and were classified within the stockholders' equity
section. The loans could be repaid in cash, shares of our common stock, or a
combination thereof. In February 2003, Mr. Ashken surrendered to us shares of
our common stock to repay $0.3 million of his loan. On April 29, 2003, Messrs.
Franklin and Ashken each surrendered to us shares of our common stock to repay
in full all remaining principal amounts and accrued interest owed under their
respective loans. We will not make any additional loans under the Executive
Loan Program.

Effective April 2, 2003, we entered into an interest rate swap that converted
$37 million of floating rate interest payments under our term loan facility for
a fixed obligation that carries an interest rate, including applicable margin,
of 4% per annum. The swap has interest payment dates that are the same as the
term loan facility and it matures on September 30, 2004. The swap is considered
to be a cash flow hedge and is also considered to be an effective hedge against
changes in the fair value of our floating-rate debt obligation for both tax and
accounting purposes. Gains and losses related to the effective portion of the
interest rate swap are reported as a component of other comprehensive income
and will be reclassified into earnings in the same period that the hedged
transaction affects earnings.

In March 2003, we unwound a $75 million interest rate swap to receive a fixed
rate of interest and pay a variable rate of interest based upon LIBOR and
contemporaneously entered into a new $75 million interest rate swap
("Replacement Swap"). Like the swap that it replaced, the Replacement Swap is a
swap against our Notes. The Replacement Swap has a maturity date that is the
same as the Notes. Interest is payable semi-annually in arrears on May 1 and
November 1. We accrue interest on the swap at an effective rate of 7.03%.

In return for unwinding the swap, we received $3.2 million of cash proceeds. Of
this amount, approximately $1 million of such proceeds related to accrued
interest that was owed to us at such time. The remaining $2.2 million of
proceeds is being amortized over the remaining life of the Notes as a credit to
interest expense and the unamortized balances are included in our Consolidated
Balance Sheet as an increase to the value of the long-term debt.

Pursuant to the Diamond Acquisition, in February 2003, we amended our senior
secured credit facility ("Credit Agreement") increasing our term loan facility
by $10 million and our revolving loan facility by $20 million.

We repaid seller debt financing, incurred in connection with the Tilia
Acquisition, in the principal amount of $10 million on March 31, 2003.

In January 2003, we filed a shelf registration statement, which was declared
effective by the Securities and Exchange Commission on January 31, 2003. This
shelf registration statement is intended to facilitate our access to growth
capital for future acquisitions and allows us to sell over time up to
$150 million of common stock, preferred stock, warrants, debt securities, or
any combination of these securities in one or more separate offerings in
amounts, at prices and on terms to be determined at the time of the sale. The
$30 million of New Notes issued in May 2003 were issued under our shelf
registration statement, leaving $120 million available under this registration
statement.

As of June 30, 2003, we had $54.5 million outstanding under the term loan
facility of the Credit Agreement and $6.3 million outstanding under the
revolving credit facility of the Credit Agreement. Net availability under the
revolving credit agreement was approximately $50.9 million as of June 30, 2003,
after deducting $12.8 million of issued letters of credit. We are required to
pay commitment fees on the unused balance of the revolving credit facility.

S-25

As of June 30, 2003, our long-term debt included approximately $8.4 million of
non-debt balances arising from interest rate swap transactions that we had
entered into.

Working capital decreased to approximately $71.5 million at June 30, 2003 from
approximately $101.6 million at December 31, 2002 due primarily to the use of
cash on hand and draw downs under our Credit Agreement to finance our
acquisitions. This was partially offset by the working capital from the
acquisitions.

Cash flow from operations in the first six months of 2002 included $38.5
million in tax refunds. Excluding the effect of tax refunds, we generated cash
flow from operations of $14.8 million in the first six months of 2003, compared
to $8.7 million in the first six months of 2002.

Capital expenditures were $4.6 million in the first six months of 2003 compared
to $3.1 million for the first six months of 2002 and are largely related to
maintaining facilities, tooling projects, improving manufacturing efficiencies,
new information systems and a portion of the costs of the installation of new
packaging lines for the branded consumables segment. As of June 30, 2003, we
have capital expenditure commitments in the aggregate for all of our segments
of approximately $7.2 million, of which $1.9 million relates to the completion
of the new packaging lines for the branded consumables segment and $3.0 million
relates to the installation of a new management information system for the
consumer solutions segment. Additionally, as of June 30, 2003, our other
segment had forward buy contracts for the remainder of 2003 to purchase zinc
ingots in the aggregate amount of approximately $1.8 million, which are
expected to be used in operations in 2003.

We believe that cash generated from our operations and our availability under
our Credit Agreement are adequate to satisfy our working capital and capital
expenditure requirements for the foreseeable future. However, we may raise
additional capital from time to time to take advantage of favorable conditions
in the capital markets or in connection with our corporate development
activities.

S-26

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The following unaudited pro forma financial information as of and for the year
ended December 31, 2002 has been derived from our audited consolidated
financial statements as of and for such period. The following unaudited pro
forma financial information as of and for the six months ended June 30, 2003
has been derived from our unaudited interim consolidated financial statements
as of and for such period. The unaudited pro forma condensed consolidated
financial statements give effect to (collectively, the "Transactions"):

i. the April 2002 acquisition (the "Tilia Acquisition") of substantially
all of the assets of Tilia International, Inc. and its subsidiaries
("Tilia") including the related refinancing of our senior credit
facility and the offering of 9 3/4% senior subordinated notes;

ii. the February 2003 acquisition (the "Diamond Acquisition") of
substantially all of the assets of Diamond Brands International, Inc.
and its subsidiaries ("Diamond") including the related financing; and

iii. the September 2003 acquisition (the "Lehigh Acquisition") of Lehigh
Consumer Products Corporation and its subsidiary ("Lehigh") including
the related amendment and restatement of our senior credit facility
and issuance of an additional $150 million of term debt thereunder.

The unaudited pro forma financial information is not necessarily indicative of
our results of operations or financial position had the events reflected herein
actually been consummated at the assumed dates, nor is it necessarily
indicative of our results of operations or financial position for any future
period. The unaudited pro forma financial information should be read in
conjunction with the Jarden consolidated financial statements with the related
notes incorporated by reference herein and the Lehigh and Diamond consolidated
financial statements with the related notes incorporated by reference herein.

The pro forma adjustments related to the purchase price allocation of the
Lehigh and Diamond Acquisitions are preliminary and are subject to revision as
additional information becomes available. Revisions to the preliminary purchase
price allocation of the Lehigh and Diamond Acquisitions may have a significant
impact on the unaudited pro forma information.

S-27

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED BALANCE SHEET
AS OF JUNE 30, 2003

LEHIGH
ACQUISITION
JARDEN PRO FORMA PRO FORMA
AS REPORTED LEHIGH ADJUSTMENTS COMBINED
------------- ---------- ------------- ----------
(dollars in thousands)

ASSETS
Current assets
Cash and cash equivalents ................. $ 4,704 $ 130 $ 4,834
Accounts receivable, net .................. 56,136 30,570 $ (246)A 86,460
Inventories, net .......................... 82,666 14,494 97,160
Deferred taxes on income .................. 11,055 11,055
Other current assets ...................... 6,009 1,058 7,067
-------- ------- -------- --------
Total current assets .................... 160,570 46,252 (246) 206,576
Property, plant and equipment, net ......... 71,353 13,439 (6,702)B 84,090
6,000 C
Intangibles, net ........................... 192,962 39,580 68,020 D 300,562
Other assets ............................... 15,861 402 3,500 E 19,763
-------- ------- ---------- --------
Total assets ............................... $440,746 $99,673 $ 70,572 $610,991
======== ======= ========== ========
LIABILITIES AND EQUITY
Current liabilities
Short-term debt and current portion of
long-term debt .......................... $ 20,673 $ 3,557 $ (3,557)F $ 32,173
10,000 G
1,500 G
Accounts payable .......................... 26,119 3,395 29,514
Other current liabilities ................. 42,296 14,978 (8,128)H 49,146
-------- ------- ---------- --------
Total current liabilities ............... 89,088 21,930 (185) 110,833
-------- ------- ---------- --------
Noncurrent liabilities .....................
Long-term debt ............................ 233,613 17,138 (17,138)F 382,113
148,500 G
Deferred taxes on income .................. 7,617 7,617
Other noncurrent liabilities .............. 14,044 1,457 (1,457)I 14,044
-------- ------- ---------- --------
Total noncurrent liabilities 255,274 18,595 129,905 403,774
Equity ..................................... 96,384 59,148 (59,148)J 96,384
-------- ------- ---------- --------
Total liabilities and equity ............... $440,746 $99,673 $ 70,572 $610,991
======== ======= ========== ========

S-28

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE SIX MONTHS ENDED JUNE 30, 2003

DIAMOND LEHIGH
ACQUISITION SUB-TOTAL ACQUISITION
JARDEN PRO FORMA PRO FORMA PRO FORMA PRO FORMA
AS REPORTED DIAMOND(1) ADJUSTMENTS COMBINED LEHIGH ADJUSTMENTS COMBINED
------------- ------------ ------------- ------------- ---------- ------------- -------------
(dollars in thousands, except per share data)

Net sales ............... $ 228,114 $ 6,814 $ 234,928 $67,655 $ 302,583
Costs and expenses:
Cost of sales ........... 140,264 4,649 $119K 145,032 47,462 $ 429P 192,923
Selling, general and
administrative
expenses ............... 56,306 884 57,190 9,025 489 Q 65,158
(96)R
(250)S
(1,200)T
Reorganization
costs (2) .............. 1,536 1,536 1,536
--------- --------- ---- --------- ------- -------- ---------
Operating income
(loss) ................. 31,544 (255) (119) 31,170 11,168 628 42,966
Interest expense
(income), net .......... 8,219 921 (921)L 8,423 734 3,395 U 12,168
155 M (734)W
49 N 350 X
--------- --------- ---------- --------- ------- ---------- ---------
Income (loss) before
taxes .................. 23,325 (1,176) 598 22,747 10,434 (2,383) 30,798
Income tax provision
(benefit) .............. 9,144 (227)O 8,917 (129) 3,285 O 12,073
--------- --------- ------ --------- ------- ---------- ---------
Net income (loss) ....... $ 14,181 $ (1,176) $ 825 $ 13,830 $10,563 $ (5,668) $ 18,725
========= ========= ====== ========= ======= ======== =========
Basic earnings per
share .................. $ 1.00 $ 0.97 $ 1.31
Diluted earnings per
share .................. $ 0.96 $ 0.94 $ 1.27
Weighted average
shares outstanding:
Basic ................... 14,242 14,242 14,242
Diluted ................. 14,727 14,727 14,727
Other data:
Depreciation and
amortization ........... $ 7,230 $ 83 $119K $ 7,432 $ 975 $ 429P $ 8,740
(96)R

- ----------
(1) The results for Diamond represent Diamond's unaudited actual results for
the month ended January 31, 2003, which are not included in Jarden's
results.

(2) On May 22, 2001, Diamond filed voluntary petitions for reorganization
under Chapter 11 of the United States Bankruptcy Code. Accordingly, its
expenses related to the bankruptcy are included in "Reorganization
Costs."

S-29

UNAUDITED PRO FORMA CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
FOR THE YEAR ENDED DECEMBER 31, 2002

TILIA
AND
DIAMOND LEHIGH
ACQUISITION SUBTOTAL ACQUISITION
JARDEN PRO FORMA PRO FORMA PRO FORMA
AS REPORTED TILIA (1) DIAMOND ADJUSTMENTS COMBINED LEHIGH ADJUSTMENTS
------------- ----------- ----------- ------------- ------------- ----------- -------------
(dollars in thousands, except per share data)

Net sales ..................... $ 367,104 $38,525 $101,604 $ 507,233 $128,128
Costs and expenses:
Cost of sales ................. 216,629 19,343 72,163 $1,429K 309,564 89,704 $ 857P
Selling, general and
administrative expenses....... 85,366 13,468 10,033 172 Y 109,039 19,532 978 Q
(500)S
(198)R
(3,337)T
380 U
Reorganization costs (2) ...... 4,565 4,565
--------- ------- -------- -------- --------- -------- --------
Operating income
(loss) ....................... 65,109 5,714 14,843 (1,601) 84,065 18,892 1,820
Other expense ................. 380 (380)U
Interest expense, net ......... 12,611 (52) 9,182 (1,232)Z 17,895 1,874 7,738 V
(9,182)L
4,344 AA (1,874)W
1,525 M
474 N
225 BB 700 X
--------- ------- -------- ---------- --------- -------- ----------
Income (loss) before taxes..... 52,498 5,766 5,661 2,245 66,170 16,638 (4,364)
Income tax provision (3) ...... 16,189 1,801 3,558 O 21,548 4,811 O
--------- ------- -------- ---------- --------- -------- ----------
Net income (loss) ............. $ 36,309 $ 3,965 $ 5,661 $(1,313) $ 44,622 $ 16,638 $(9,175)
========= ======= ======== ======== ========= ======== ========
Basic earnings per share ...... $ 2.60 $ 3.20
Diluted earnings
per share .................... $ 2.52 $ 3.10
Weighted average shares
outstanding:
Basic ......................... 13,940 13,940
Diluted ....................... 14,392 14,392
Other data:
Depreciation and
amortization ................. $ 10,001 $ 471 $ 2,321 $ 172Y $ 14,394 $ 2,164 $ 857P
1,429 K (198)R

PRO FORMA
COMBINED
-------------

Net sales ..................... $ 635,361
Costs and expenses:
Cost of sales ................. 400,125
Selling, general and
administrative expenses....... 125,894

Reorganization costs (2) ...... 4,565
---------
Operating income
(loss) ....................... 104,777
Other expense .................
Interest expense, net ......... 26,333

---------
Income (loss) before taxes..... 78,444
Income tax provision (3) ...... 26,359
---------
Net income (loss) ............. $ 52,085
=========
Basic earnings per share ...... $ 3.74
Diluted earnings
per share .................... $ 3.62
Weighted average shares
outstanding:
Basic ......................... 13,940
Diluted ....................... 14,392
Other data:
Depreciation and
amortization ................. $ 17,217

- ----------
(1) Amounts in the Tilia column represent Tilia's actual results for the
three months ended March 31, 2002, which are not included in Jarden's
reported results.

(3) The income tax provision of Jarden for the year ended December 31, 2002
includes a net release of a $4.4 million tax valuation allowance. The
actual effective tax rate for the year (excluding the net release) was
39.2%.

S-30

NOTES TO UNAUDITED PRO FORMA CONDENSED
CONSOLIDATED FINANCIAL STATEMENTS

(dollars in thousands)

Balance sheet adjustments:

(a) Adjustment to reflect the elimination of a receivable from
Lehigh's parent company not purchased in the Lehigh Acquisition.

(b) Adjustment to reflect the elimination of the net book value of
Lehigh's Macungie, Pennsylvania land and building not purchased
in the Lehigh Acquisition. Pursuant to the terms of the Lehigh
Acquisition, Lehigh entered into a ten (10) year lease with the
Seller for the property. See Note (q).

(d) Adjustment to reflect the estimated step-up in fair value of
intangible assets (trademarks and goodwill) to be recorded with
the Lehigh acquisition.

(e) Adjustment to capitalize the debt issuance costs associated with
the new senior term debt issued to fund the cash purchase price
of the Lehigh Acquisition. The costs will be amortized over the
term of the debt (5 years).

(f) Adjustment to reflect the elimination of debt which Jarden is
not assuming in the Lehigh Acquisition.

(g) Adjustment to reflect borrowings on Jarden's senior credit
facility used to fund the Lehigh Acquisition ($10,000 of
Revolving Credit Facility, $1,500 of short-term portion of Term
Loan B and $148,500 of long-term portion of Term Loan B).

(h) Adjustment to reflect the elimination of the stockholder
appreciation rights plan liability which Jarden is not assuming
in the Lehigh Acquisition.

(i) Adjustment to reflect the elimination of the interest rate swap
liability which Jarden is not assuming in the Lehigh Acquisition.

(j) Adjustment to reflect the elimination of the existing
stockholders' equity of Lehigh.

Statements of operations adjustments:

(k) Adjustment to reflect depreciation expense on the estimated step
up in valuation of Diamond's manufacturing related machinery and
equipment amortized over an estimated useful life of seven (7)
years.

(l) Adjustment to reflect the elimination of Diamond's historical
interest expense.

(m) Adjustment to reflect interest expense on the drawdown of
Jarden's revolving credit facility and the issuance of term debt
in order to fund a portion of the cash purchase price of the
Diamond Acquisition based upon Jarden's effective borrowing rate
on its senior credit facility. The effect of a 1/8% change in
interest rates would be $35 per year.

(n) Adjustment to reflect the elimination of Jarden's interest
income related to cash on hand used to fund a portion of the cash
purchase price of the Diamond Acquisition.

(o) Adjustment to reflect an effective tax rate of 39.2% on the
pre-tax results of the acquired business and related adjustments
based on Jarden's effective tax rate for the period.

(p) Adjustment to reflect the depreciation expense on the estimated
step up in valuation of Lehigh's manufacturing related machinery
and equipment amortized over an estimated useful life of seven
(7) years. See note (c).

S-31

(q) Adjustment to reflect rental expense for the Macungie,
Pennsylvania property not purchased with the Lehigh acquisition,
but leased from the seller by Jarden in conjunction with the
Lehigh Acquisition. See note (b).

(r) Adjustment to reflect the elimination of historical depreciation
of the building not purchased in the Lehigh Acquisition. See note
(b).

(s) Adjustment to reflect the elimination of Lehigh's historical
management fee expense charged from its former parent. The
management fee contract was terminated in conjunction with the
Lehigh Acquisition.

(t) Adjustment to reflect the elimination of the historical
stockholders' appreciation rights plan expense. See note (h).

(u) Adjustment to reflect the reclassification of Lehigh's other
expense to selling, general and administrative expenses to
conform to Jarden's presentation.

(v) Adjustment to reflect pro forma interest expense relating to:

i. the $10 million borrowing under Jarden's revolving credit
facility to partially fund the purchase price of the Lehigh
acquisition, based upon Jarden's effective borrowing rate for
its senior credit facility.

ii. the $150 million term loan issued to fund the purchase price
of the Lehigh Acquisition, based upon Jarden's effective
borrowing rate for its senior credit facility. The effect of
a 1/8% change in interest rates would be $200 per year

(w) Adjustment to reflect the elimination of Lehigh's historical
interest expense.

(x) Adjustment to reflect amortization of debt issue costs for new
senior term loan issued in conjunction with the Lehigh
Acquisition.

(y) Adjustment to reflect amortization of identifiable intangible
assets recorded with the Tilia acquisition.

(z) Adjustment to reflect the elimination of Jarden's historical
interest expense prior to the Tilia acquisition for the first
quarter of 2002.

(aa) Adjustment to reflect pro forma interest expense relating to:

i. the new senior credit facility issued in conjunction with the
Tilia Acquisition at 5%, based upon Jarden's effective
borrowing rate on its senior credit facilities for first
quarter 2002;

ii. the interest bearing subordinated seller note issued in
conjunction with the Tilia Acquisition at 5% based upon
Jarden's effective borrowing rate on its senior credit
facilities for first quarter 2002; and

iii. the 9 3/4% Senior Subordinated Notes due 2012 issued in
conjunction with the Tilia Acquisition.

(bb) Adjustment to reflect the amortization of debt issue costs for
both the new senior credit facility and the Senior Subordinated
Notes due 2012 issued in conjunction with the Tilia Acquisition.

S-32

BUSINESS

OUR COMPANY

We operate three primary business segments, comprised of branded consumables,
consumer solutions and plastic consumables.

Branded Consumables. We manufacture or source, market and distribute a broad
line of branded consumer products that includes craft items, food preparation
kits, home canning jars, jar closures, kitchen matches, plastic cutlery, rope,
cord and twine, storage and workshop accessories, toothpicks and other
accessories marketed under the Ball (Registered Trademark) , Bernardin
(Registered Trademark) Crawford (Registered Trademark) , Diamond (Registered
Trademark) , Forster (Registered Trademark) , Kerr (Registered Trademark) ,
Lehigh (Registered Trademark) and Leslie-Locke (Registered Trademark) brand
names. We deliver our branded consumable products to over 3,100 customers
nationwide. On September 2, 2003, we acquired all of the issued and outstanding
stock of Lehigh Consumer Products Corporation ("Lehigh"), the largest supplier
of rope, cord and twine for the U.S. consumer marketplace and a leader in
innovative storage and organization products for the home and garage as well as
products in the security door and fencing market.

Consumer Solutions. We source, market and distribute an array of home vacuum
packaging machines under the market leading FoodSaver (Registered Trademark)
brand name, as well as other products that service the needs of the consumer in
the kitchen. We believe that the FoodSaver (Registered Trademark) vacuum
packaging system is superior to more conventional means of food packaging,
including freezer and storage bags and plastic containers, in preventing
dehydration, rancidity, mold, freezer burn and hardening of food. The original
FoodSaver (Registered Trademark) product was successfully launched through
infomercials and has since expanded its distribution channels to be based
primarily on retail customers. In addition to machines, we market and
distribute an expanding line of proprietary bags and bag rolls for use with
FoodSaver (Registered Trademark) machines, which represents a recurring
revenue source, along with accessories including canisters, jar sealers and
wine stoppers.

S-33

COMPETITIVE STRENGTHS

We believe that the following competitive strengths serve as a foundation for
our growth strategy:

Comprehensive Product Offering. We provide retailers a comprehensive portfolio
of niche consumer products across multiple categories, which adds diversity to
our revenue and cash flows. Within these categories, we service the needs of a
wide range of consumers and satisfy their different tastes, preferences and
budgets. In home canning, we offer a range of branded products to serve the
value, mid-tier and premium price points, selling more than 300 stock keeping
units. We offer kitchen matches, plastic cutlery and toothpicks of various
counts, sizes and durability. FoodSaver's (Registered Trademark) current
offerings are well positioned to take advantage of a "good, better, best"
strategy in order to target consumers with various levels of price sensitivity
and product sophistication. We also offer rope, cord and twine products,
storage and workshop accessories and metal security doors and fencing covering
more than 1,500 stock keeping units. We believe our ability to serve retailers
with a broad array of branded products and introduce new products will continue
to allow us to penetrate existing customers.

Long-Term Customer Relationships. We have established and continue to maintain
strong relationships with our retail customers based, in part, on our portfolio
of leading brands, superior customer service and product innovation. We are the
named category manager for various products at key retailers, including
Wal-Mart, Home Depot and Lowe's, and are the leading supplier for other
products for which there is no named category manager. In addition, we have
maintained relationships for more than 10 years with virtually all of our key
customers. We provide marketing, technical and service support to our retail
customers by assisting with category management, in-store merchandising and
customized packaging. We also offer end users a broad array of services
including product warranties, toll-free customer service numbers and web sites
featuring extensive customer service information.

S-34

home and strengthened our distribution channels. Moreover, we have developed an
operating infrastructure with the proven capability to successfully integrate
acquisitions. We believe that our acquisition expertise uniquely positions us
to take advantage of future opportunities to acquire complementary businesses
or brands.

We also utilize an efficient outsourced manufacturing network of suppliers for
certain of our branded consumables and consumer solutions products. Many of
these relationships are long-term, affording us increased flexibility and
stability in our operations. Appliances, bags and accessories are sourced from
several facilities throughout Asia and the United States. This diverse network
allows us to maintain multiple sources of quality products while keeping price
points competitive and provides us with quick response, special order service,
and low-cost, high-volume production capacity. We believe our service levels,
including fill rates, are attractive as compared to our competitors.

GROWTH STRATEGY

Further Penetrate Existing Distribution Channels. We will seek to further
penetrate existing distribution channels to drive organic growth by
capitalizing on our strong existing customer

S-35

relationships and attracting new customers. We intend to further penetrate
existing customers by continuing to (i) provide quality products, (ii)
efficiently and consistently fulfill logistical requirements and volume
demands, (iii) provide comprehensive product support from design to
after-market customer service and (iv) cross-sell our branded consumables and
consumer solutions products and accessories to our extensive combined customer
base. As a result of our 2002 cross-selling initiatives, FoodSaver (Registered
Trademark) products are now being sold through the grocery and hardware
channels, where we previously sold primarily branded consumable products.
Similarly, we believe there is potential to introduce our home canning products
into leading home improvement retailers as a result of the Lehigh acquisition.
We intend to attract new customers through our portfolio of leading brands,
innovative products and superior customer service.

Pursue Strategic Acquisitions. We anticipate that the fragmented nature of the
niche consumer products market will continue to provide significant
opportunities for growth through strategic acquisitions of complementary
businesses. Our acquisition strategy will continue to focus on businesses or
brands with product offerings that provide expansion into related categories
and can be marketed through our existing distribution channels or provide us
with new distribution channels for our existing products, thereby increasing
marketing and distribution efficiencies. Furthermore, we seek acquisition
candidates with attractive margins, strong cash flow characteristics, category
leading positions and products that generate recurring revenue. Our
acquisitions of Tilia, Diamond and Lehigh are examples of our ability to
implement this acquisition strategy. We anticipate that future acquisitions
will be financed through a combination of operating cash flow, debt and equity,
including the proceeds of this offering. We are continuing pursuing several
tuck-in acquisitions, all of which, if consummated, would have an aggregate
purchase price of approximately $40 million. No assurances can be given that
any such potential acquisition will be consummated or, if any such acquisition
is consummated, as to the terms of such acquisition, including price.

THE LEHIGH ACQUISITION

S-36

America's largest and rapidly growing warehouse home centers and mass
merchants. For the year ended December 31, 2002, Lehigh had revenue and
operating income of $128.1 million and $18.9 million, respectively.

We acquired Lehigh for cash consideration of $155 million (excluding
transaction costs) at closing (the "Lehigh Acquisition"). In addition, the
Lehigh Acquisition includes an earn-out provision with a potential payment in
cash or our registered common stock of up to $25 million payable in 2006,
provided that certain earnings performance targets are met. If paid, we expect
to capitalize the cost of the earn-out.

BRANDED CONSUMABLES

On February 7, 2003, we acquired substantially all of the assets of Diamond and
on September 2, 2003 we acquired Lehigh. The discussion below incorporates
these acquired businesses.

We manufacture, market and distribute a broad line of branded products that
includes craft items, food preparation kits, home canning jars, jar closures,
kitchen matches, plastic cutlery, rope, cord and twine, storage and workshop
accessories, toothpicks and other accessories. We distribute our branded
consumable products through approximately 3,100 customers.

We sell a variety of branded consumable products detailed in the chart below:

Selected Owned and Licensed Brands Selected Products
- ---------------------------------------------------------------------------------- ------------------------------------------
Ball (Registered Trademark) , Bernardin (Registered Trademark) Home canning jars in various sizes,
and Kerr (Registered Trademark) consumable decorative and functional lids,
food preparation kits, home canning accessories

Diamond (Registered Trademark) and Forster (Registered Trademark) Kitchen matches, plastic cutlery,
toothpicks, clothespins, wood craft items,
fire starters, book matches, straws

Lehigh (Registered Trademark) and Crawford (Registered Trademark) Ropes in synthetic and natural fiber,
clotheslines and related hardware, twines,
rubber tie downs

Storehorse (Registered Trademark) and Crawford (Registered Trademark) Metal and plastic sawhorses, power tool
stands, multi-purpose workbenches, garage
storage organizers, tool racks, brackets,
pegboard hooks

Leslie-Locke (Registered Trademark) Security screen doors, security door line
extensions, tubular steel window guards,
ornamental fencing, panels with posts,
gates

Customers

We have long-standing relationships with a diverse group of retail, wholesale
and institutional customers in North America. We sell through a wide variety of
retail formats, including grocery stores, mass merchants, department stores,
value retailers, home improvement stores and craft stores. Our principal
branded consumable customers include Albertson's, Dollar General, Home Depot,
Kroger, Lowe's and Wal-Mart, among others.

S-37

Sales and Marketing

Our branded consumables sales efforts are led by our internal sales force, who
manage house accounts and oversee food brokerage firms and independent
manufacturer representatives. Regional sales managers are organized by
geographic area and are responsible for customer relations management, pricing
and distribution strategies, and sales generation. Our marketing and sales
departments work closely together to develop these pricing and distribution
strategies and to design packaging and develop product line extensions and new
products. Some of our marketing initiatives include in-store coupons,
strategically located display cases and the new "ultimate package" for home
canning jars.

We have employed a two-tier marketing strategy for our line of home canning and
plastic cutlery products. The Ball (Registered Trademark) , Kerr (Registered
Trademark) , Diamond (Registered Trademark) and Forster (Registered
Trademark) brand names are marketed as premium and specialty products.
However, for the more price-conscious consumer, we have positioned our Golden
Harvest (Registered Trademark) and Lady Dianne (Registered Trademark) as
value-priced brands. In doing so, we have been able to minimize the
cannibalization from our family of products by lower-priced, discount store
brands.

To service our home improvement customers, we utilize an internal sales,
marketing and customer service staff supported by a network of outside sales
representatives. Responsibility for key accounts and product lines is divided
amongst managers, who are primarily responsible for building and maintaining
relationships with leading customers such as Home Depot and Lowe's. Our
internal staff provides customer service, marketing and new product service to
customers. The sales and marketing staff is supplemented by independent sales
rep organizations, which provide in-store merchandising services and assist the
store personnel with stocking, promotional programs and shelf set maintenance.

Distribution and Fulfillment

We distribute the majority of our branded consumable products through five
primary in-house distribution centers and a number of third party warehouses
throughout North America. Whenever possible, we utilize highly automated
packaging equipment, allowing us to maintain our efficient and effective
logistics and freight management processes. We also work with outsourced
providers for the delivery of our products in order to ensure that as many
shipments as possible are processed as full truckloads, saving significant
freight costs.

Manufacturing

We manufacture the metal closures for our home canning jars at our Muncie,
Indiana facility. Lithographed tin plated steel sheet is cut and formed to
produce the lids and bands. Liquid plastisol, which we formulate, is applied to
lids, forming an airtight seal, which is necessary for safe and effective home
canning. Finished products are packaged for integration with glass jars or sold
in multi-packs as replacement lids.

We manufacture kitchen matches, toothpicks, clothespins and craft items at our
Minnesota location. The plant purchases local wood that we convert into veneer,
from which we saw, stamp and mold the various wood shapes. The shapes are dried
and polished to prepare them for packing. The kitchen match products are put
though a secondary manufacturing process to apply the match head and prepare it
for packing and shipping to our customers.

We manufacture home improvement products utilizing U.S., Mexican and
Asian-based manufacturing. North American manufacturing is utilized for shorter
runs, new products and special orders, and we operate facilities in Macungie,
Pennsylvania; Compton, California; and Merida, Mexico. The Asian component of
our home improvement manufacturing platform is comprised of several
long-standing sourcing relationships. We have strategic alliances with two
Chinese contract manufacturers that have proven to be reliable sources of
high-quality products. The combination of flexible, short-run North American
operations and low-cost Asian sourcing has allowed us to provide our customers
with high quality and low-cost products at industry-leading fill rates.

Raw Materials

Most of our glass canning jars are supplied under a seven-year supply agreement
from Anchor Glass. Such glass materials are also available from other sources
at competitive prices. The tin plate, nylon,

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metal and resin used in the manufacture of our branded consumables are supplied
by multiple vendors and are currently available from a variety of sources at
competitive prices. Our wood is also supplied by multiple vendors and is
readily available to our wood manufacturing plants from local suppliers.

Historically, the raw materials and components that are necessary for the
manufacture of our products have been available in the quantities that we
require.

Intellectual Property

We believe that none of our active trademarks or patents are essential to the
successful operation of our business as a whole. However, one or more
trademarks or patents may be material in relation to individual products or
product lines such as our rights to use the Ball (Registered Trademark) ,
Bernardin (Registered Trademark) , Crawford (Registered Trademark) , Diamond
(Registered Trademark) , Forster (Registered Trademark) , Kerr (Registered
Trademark) , Lehigh (Registered Trademark) , Leslie-Locke (Registered
Trademark) and Storehorse (Registered Trademark) brand names in connection
with the sale of our branded consumables.

Pursuant to the terms of the 1993 distribution agreement with Ball Corporation
("Ball"), we were granted a license to use the Ball (Registered Trademark)
brand name for our branded consumables. In the event of a change of control of
Jarden which has not received the approval of a majority of our board of
directors or causes us to be controlled or majority owned by a competitor of
Ball, Ball has the option to terminate our license to use the Ball (Registered
Trademark) brand name. Pursuant to the terms of an agreement with Kerr Group,
Inc. ("Kerr"), we have a perpetual exclusive, worldwide license to use the Kerr
(Registered Trademark) brand name for our branded consumables. However, in the
event of a change of control of Jarden which has not received the approval of a
majority of our board of directors, Kerr has the option to terminate our
license to use the Kerr (Registered Trademark) brand name.

Competition

We are the leading provider of branded retail plastic cutlery, home canning
products, kitchen matches, rope, cord and twine and toothpicks in North
America. We have direct competitors in most of our niche markets. In addition
to direct competitors, we compete with companies who specialize in other food
preservation mediums such as freezing and dehydration. The market for plastic
cutlery is extremely price sensitive and our competitors include Far East and
domestic suppliers.

Seasonality

Sales of our home canning products generally reflect the pattern of the growing
season and retail sales of our plastic cutlery are concentrated in the summer
months and holiday periods. Sales of our home improvement products are
concentrated in the summer months. Sales of these products may be negatively
impacted by unfavorable weather conditions and other market trends. Periods of
drought, for example, may adversely affect the supply and price of fruit,
vegetables, and other foods available for home canning.

CONSUMER SOLUTIONS

We source, market and distribute an array of home vacuum packaging machines
under the market leading FoodSaver (Registered Trademark) brand name. We
believe that the FoodSaver (Registered Trademark) vacuum packaging system is
superior to more conventional means of food packaging, including freezer and
storage bags and plastic containers, in preventing dehydration, rancidity,
mold, freezer burn and hardening of food. The original FoodSaver (Registered
Trademark) product was successfully launched through infomercials and has
since expanded its distribution channels to be based primarily on retail
customers. In addition to machines, we market and distribute an expanding line
of proprietary bags and bag rolls for use with FoodSaver (Registered
Trademark) machines which represent a recurring revenue source, along with
accessories including canisters, jar sealers, and wine stoppers.

We acquired our home vacuum packaging business effective April 1, 2002.

Customers

We sell through a diverse group of leading wholesale and retail customers in
North America and distributors in selected international markets. We have
successfully penetrated several traditional retail

S-39

channels including mass merchants, warehouse clubs and specialty retailers and
also sell through direct-to-consumer channels, primarily infomercials. Our
leading customers in this segment include Bed Bath and Beyond, Costco, Kohl's,
Target and Wal-Mart.

Sales and Marketing

Our consumer solutions sales efforts are led by our internal sales force, who
manage house accounts and oversee independent manufacturer representatives. We
also sell directly to the consumer through television infomercials, the
Internet and other direct to consumer promotions. In addition to generating
direct sales, the infomercials serve as an advertising tool creating awareness
and demand at retail stores for the product line. Our marketing and sales
departments work closely together to develop customized product line and
pricing strategies to meet our customers' specialized needs. Our marketing
department is implementing a strategy to drive sustained growth over the next
few years. Advertising and brand-building programs will extend beyond
infomercials. We believe that new product innovation will increasingly
capitalize on consumer segmentation opportunities in vacuum packaging and in
other food preservation categories. We believe that our retail position will be
reinforced by channel marketing initiatives that optimize category volume and
profitability for retailers. We intend to expand direct marketing activities to
reinforce the brand loyalty and usage rates for bags and accessories.

Distribution and Fulfillment

We utilize a number of independent warehouses in the United States and an owned
warehouse in Canada to distribute our consumer solutions products.

Manufacturing

Our research and development department designs and engineers home vacuum
packaging products in the United States, sets strict engineering specifications
for the third-party manufacturers and ensures our proprietary manufacturing
expertise despite outsourced production. We maintain ownership over all
critical production molds. In order to ensure the quality and consistency of
our products manufactured by third party manufacturers in Asia, we employ a
team of inspectors who inspect the products we purchase on site at the
factories and ensures compliance with our strict quality standards. Appliances
are currently sourced through three facilities in China; bags and rolls are
currently sourced through suppliers in Korea and the United States; and
accessories are sourced from Taiwan, China and the United States.

Intellectual Property

We own the rights to the FoodSaver (Registered Trademark) brand for use in
home vacuum packaging machines, bags and related products and believe there is
significant value in this trademark. Additionally, we hold patents throughout
many primary worldwide markets on the design of the FoodSaver (Registered
Trademark) machine, the related bags and several of the machine components.
The key elements of the patented bags are a unique waffle pattern that
facilitates air removal, an oxygen barrier layer that prevents air from
entering the bag and a heat resistant outer layer to allow easy sealing without
burn-through. We have pending patent applications for continually advancing bag
and vacuum packaging technologies.

Competition

Our FoodSaver (Registered Trademark) appliances and bags compete with
marketers of "conventional" food storage solutions, such as non-vacuum plastic
bags and containers. In addition, our competitors include other manufacturers
of home sealing appliances that heat- or vacuum- seal bags, however, as
household penetration of home vacuum packaging systems increases, we expect
that more competitors will enter the market. There are also several companies
that manufacture industrial and commercial vacuum packaging products, but we do
not believe that these manufacturers have attempted to enter the household
marketplace.

Seasonality

Sales of our FoodSaver (Registered Trademark) appliances generally are
strongest in the fourth quarter preceding the holiday season and may be
negatively impacted by unfavorable retail conditions and other market trends.

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PLASTIC CONSUMABLES

We manufacture, market and distribute a wide variety of plastic products
including closures, contact lens packaging, plastic cutlery, refrigerator door
liners, shotgun shell casings, surgical devices and syringes. Many of these
products are consumable in nature or represent components of consumer products.

On February 7, 2003, in conjunction with the acquisition of the business of
Diamond, this segment began manufacturing plastic cutlery. In 2001 and prior
periods, this segment included the results of our underperforming thermoformed
plastics operations, which was sold effective November 26, 2001.

Customers

We sell primarily to major companies in the healthcare and consumer products
industries. Our leading customers include CIBA Vision, Johnson & Johnson,
Scotts, Whirlpool and Winchester. We also supply plastic products and parts to
both our branded consumables (plastic cutlery and closures) and consumer
solutions (plastic containers) segments.

Sales and Marketing

Our internal sales force and marketing department focus their efforts in those
markets that require high levels of precision, quality and engineering
expertise. There is potential for continued growth in all product lines,
especially in the healthcare market, where our quality, service and "clean
room" molding operations are critical competitive factors.

Manufacturing

We manufacture our plastic consumable products at six owned U.S. facilities and
one leased U.K. facility. The injection-molding process involves converting
plastic resin pellets to a fluid state through elevated temperature and
pressure, at which point the resin is injected into a mold where it is then
formed into a finished part. Molded parts are usually small, intricate
components that are produced using multi-cavity tooling. Post-molding
operations employ robotics and automation for assembly and packaging. The
thermoforming process is an operation in which plastic sheet, which we extrude
from plastic resin pellets, is converted into a formed product using precision
molds and the application of heat. After the product is formed, the process of
removing the excess material, or trimming, is generally performed by automated
equipment programmed to execute the appropriate steps to produce the finished
part to the customer's specifications.

Raw Materials

We purchase resin from regular commercial sources of supply and, in most cases,
multiple sources. The supply and demand for plastic resins is subject to
cyclical and other market factors. With the majority of our manufacturing
customers, we have the ability to pass-through price increases with an increase
in our selling price. This pass-through pricing is not applicable to plastic
cutlery, which we supply to our branded consumables segment.

OTHER

GOVERNMENT CONTRACTS

We enter into contracts with the United States Government, which contain
termination provisions customary for government contracts. The United States
Government retains the right to terminate such contracts at its convenience.
However, if the contract is terminated, we are entitled to be reimbursed for
allowable costs and profits to the date of termination relating to authorized
work performed to such date. The United States Government contracts are also
subject to reduction or modification in the event of changes in government
requirements or budgetary constraints. Since entering into a contract with us
in 1981, the United States Government has not terminated the penny blank supply
arrangement.

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ENVIRONMENTAL MATTERS

Our operations are subject to Federal, state and local environmental and health
and safety laws and regulations, including those that impose workplace
standards and regulate the discharge of pollutants into the environment and
establish standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations. Further, the cost of maintaining compliance has not, and we
believe, in the future, will not, have a material adverse effect on our
business, results of operations or financial condition. Due to the nature of
our operations and the frequently changing nature of environmental compliance
standards and technology, we cannot predict with any certainty that future
material capital or operating expenditures will not be required in order to
comply with applicable environmental laws and regulations.

In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually
cause the contamination. We have attempted to limit our exposure to such
liabilities through contractual indemnities and other mechanisms. We do not
believe that any of our existing remediation obligations, including at
third-party sites where we have been named a potentially responsible party,
will have a material adverse effect upon our business, results of operations or
financial condition.

EMPLOYEES

We employ approximately 2,300 people. Approximately 400 union workers are
covered by four collective bargaining agreements at three of our United States
facilities. These agreements expire at our jar closure facility (Muncie,
Indiana) in October 2006, at our kitchen match and toothpick manufacturing
facility (Cloquet, Minnesota) in February 2006, and at our metals facility
(Greeneville, Tennessee) in October 2003.

We have not experienced a work stoppage during the past five years. Management
believes that its relationships with our employees and collective bargaining
unions are satisfactory.

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PROPERTIES

Our properties are well maintained, considered adequate and being utilized for
their intended purposes. Information regarding the approximate size of our
principal manufacturing, warehousing and office facilities is provided below:

APPROXIMATE
LOCATION TYPE OF USE BUSINESS SEGMENT SQUARE FEET OWNED/LEASED
- ---------------------------- ----------------- --------------------- ------------- -------------

Cloquet, Minnesota Manufacturing Branded Consumables 290,000 Owned
Macungie, Pennsylvania Manufacturing / Branded Consumables 270,000 Leased
Warehousing
Muncie, Indiana Manufacturing Branded Consumables 173,000 Owned
Compton, California Manufacturing / Branded Consumables 172,000 Leased
Warehouse
Kansas City, Missouri Warehousing Branded Consumables 150,000 Leased
Wilton, Maine Warehousing Branded Consumables 150,000 Owned
Merida, Mexico Manufacturing Branded Consumables 120,000 Owned
Tupper Lake, New York Manufacturing Plastic Consumables 159,000 Owned
Fort Smith, Arkansas Manufacturing / Plastic Consumables 140,000 Owned
Warehousing
East Wilton, Maine Manufacturing Plastic Consumables 85,000 Owned
Reedsville, Pennsylvania Manufacturing / Plastic Consumables 73,000 Owned
Warehousing
Greenville, South Carolina Manufacturing / Plastic Consumables 48,000 Owned
Warehousing
Springfield, Missouri Manufacturing / Plastic Consumables 43,000 Owned
Warehousing
Greeneville, Tennessee Manufacturing / Other 320,000 Owned
Warehousing
San Francisco, California Offices Consumer Solutions 49,000 Leased
Rye, New York Corporate ------- 4,700 Leased
offices

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MANAGEMENT

DIRECTORS, EXECUTIVE OFFICERS AND KEY EMPLOYEES

The following table sets forth the name, age and position of our directors,
executive officers and key employees.

NAME AGE POSITION
- ----------------------------- ----- ------------------------------------------------------

Martin E. Franklin .......... 38 Chairman and Chief Executive Officer
Ian G.H. Ashken ............. 43 Vice Chairman and Chief Financial Officer
James E. Lillie ............. 42 Chief Operating Officer
Desiree DeStefano ........... 36 Senior Vice President
J. David Tolbert ............ 42 Vice President, Human Resources and Administration
Michael Whitcomb ............ 46 Chief Marketing Officer and Vice President, Marketing
Rene-Pierre Azria ........... 47 Director
Douglas W. Huemme ........... 62 Director
Richard L. Molen ............ 63 Director
Lynda W. Popwell ............ 58 Director
Irwin Simon ................. 45 Director
Robert L. Wood .............. 49 Director

Our directors are classified with respect to the period they hold office into
three classes, as nearly equal in number as possible. Each director serves a
three-year term from the date of the annual meeting at which such director was
elected.

MARTIN E. FRANKLIN
Chairman and Chief Executive Officer
Mr. Franklin is our Chairman and Chief Executive Officer. Mr. Franklin was
appointed to our Board of Directors on June 25, 2001 and became Chairman and
Chief Executive Officer effective September 24, 2001. Mr. Franklin is also a
principal and executive officer of a number of private investment entities. Mr.
Franklin was the Chairman of the Board of Directors of Bolle Inc. from February
1997 until February 2000. Mr. Franklin has previously held positions as
Chairman and Chief Executive Officer of Lumen Technologies, Inc. from May 1996
to December 1998, and Benson Eyecare Corporation from October 1992 to May 1996.
Since January 2002, Mr. Franklin has served as the Chairman of the Board and a
director of Find/SVP, Inc., a Nasdaq OTC Bulletin Board company. Mr. Franklin
also serves as a director of Bally Total Fitness Holding Corporation, a New
York Stock Exchange company.

IAN G.H. ASHKEN
Vice Chairman and Chief Financial Officer
Mr. Ashken is Vice Chairman and Chief Financial Officer of the Company. Mr.
Ashken was appointed to the Board of Directors on June 25, 2001 and became Vice
Chairman, Chief Financial Officer and Secretary effective September 24, 2001.
Mr. Ashken is also a principal and executive officer of a number of private
investment entities. Mr. Ashken was the Vice Chairman of the Board of Directors
of Bolle, Inc. from December 1998 until February 2000. From February 1997 until
his appointment as Vice Chairman, Mr. Ashken was the Chief Financial Officer
and a director of Bolle. Mr. Ashken previously held positions as Chief
Financial Officer and a director of Lumen Technologies, Inc from May 1996 to
December 1998 and Benson Eyecare Corporation from October 1992 to May 1996.

JAMES E. LILLIE
Chief Operating Officer
Mr. Lillie joined the Company in August 2003. From 2000 to 2003, Mr. Lillie
served as Executive Vice President of Operations at Moore Corporation, Limited,
a diversified commercial printing and business communications company. From
1999 to 2000, Mr. Lillie served as Executive Vice President of Operations at
Walter Industries, Inc., a Kohlberg, Kravis, Roberts & Company (KKR) Portfolio

S-44

Company. From 1990 to 1999, Mr. Lillie held a succession of Managerial Human
Resources and Operations positions at World Color, Inc., another KKR Portfolio
Company.

DESIREE DESTEFANO
Senior Vice President
Ms. DeStefano serves as the Company's Senior Vice President, working in the
areas of finance, treasury, compliance and acquisitions. She joined the Company
as Chief Transition Officer and Vice President in 2001. From 2000 to 2001, Ms.
DeStefano served as Chief Financial Officer of Sports Capital Partners, a
private equity investment fund. Ms. DeStefano served as Vice President of
Bolle, Inc. from 1998 to 2000. Also from 1996 to 1998, Ms. DeStefano was Vice
President of Lumen Technologies, Inc. Prior to that, Ms. DeStefano held similar
positions at Benson Eyecare Corporation and was an audit senior at Price
Waterhouse LLP.

J. DAVID TOLBERT
Vice President, Human Resources and Administration
Mr. Tolbert is our Vice President, Human Resources and Administration. From
April 1997 to October 1998, Mr. Tolbert served as our Vice President, Human
Resources and Corporate Risk. From October 1993 to April 1997, Mr. Tolbert
served as our Director of Human Resources. Since joining Ball Corporation in
1987, Mr. Tolbert served in various human resource and operating positions of
Ball Corporation's and our former Plastic Packaging Division.

MICHAEL WHITCOMB
Chief Marketing Officer and Vice President, Marketing
Mr. Whitcomb serves as Chief Marketing Officer of the Company. Mr. Whitcomb
joined the Company in 2002. From 2001 to 2002, Mr. Whitcomb was a partner at
Crossbow Solutions, a management consulting firm based in Orange County,
California. From 1999 to 2000, Mr. Whitcomb was President of Equative Inc., a
business-to-business internet software company based in Irvine, California. From
1983 to 1999, Mr. Whitcomb held a succession of marketing and general management
positions at The Quaker Oats Company. These included Managing Director for
Australia and New Zealand, and Director of the Pacific Coast Region for
Gatorade.

RENE-PIERRE AZRIA
Director
Mr. Azria has over twenty years of corporate finance experience, working
generally on large size transactions with a high degree of complexity. His
industry experience is concentrated in technology, media and
telecommunications, and also includes healthcare and consumer goods. Prior to
joining Rothschild, Inc. in 1996, Mr. Azria served as Managing Director of
Blackstone Indosuez and President of Financiere Indosuez in New York. Mr. Azria
serves as Chairman of our audit committee.

DOUGLAS W. HUEMME
Director
Mr. Huemme was Chairman and Chief Executive Officer of Lilly Industries, Inc.
from 1990 until his retirement in December 2000. He also served as President of
Lilly Industries, Inc. from 1990 until April 1999. Mr. Huemme serves as
Chairman of our nominating and policies committee.

RICHARD L. MOLEN
Director
Mr. Molen was Chairman, President and Chief Executive Officer of Huffy
Corporation from September 1994 until his retirement in December 1997. Mr.
Molen served as President and Chief Executive Officer of Huffy Corporation
since April 1993, and has served on its Board of Directors since June 1984. Mr.
Molen also serves as a director of Huntington Bank and Concrete Technology,
Inc. Mr. Molen serves as Chairman of our compensation committee and is a
member of our nominating and policies committee.

LYNDA WATKINS POPWELL
Director
Ms. Popwell was President, Carolina Eastman Division of Eastman Chemical
Company from January 1998 until her retirement in January 2000. From August
1995 until December 1997, she was Vice President, Health, Safety, Environment
and Security and Vice President, Quality of Eastman Chemical Company. Ms.
Popwell served as Vice President, Tennessee Eastman Division from October 1994
until July 1995. Ms. Popwell is a member of our audit committee.

S-45

IRWIN D. SIMON
Director
Mr. Simon has been the President and Chief Executive Officer and a director of
Hain Celestial Group, Inc., a marketer and distributor of natural, organic and
specialty food products and a NASDAQ company ("Hain"), since May 1993. Mr.
Simon was appointed Chairman of the Board of Directors of Hain in April 2000.
From December 1990 through December 1992, Mr. Simon was employed in various
marketing capacities with Slim-Fast Foods Company ("Slim Fast"), a national
marketer of meal replacement and weight loss food supplements. In March 1992,
Mr. Simon became Vice President of Marketing for Slim Fast. From 1986 through
1990, Mr. Simon held a number of positions with The Haagen-Dazs Company, a
manufacturer and distributor of premium ice cream and related products, and its
affiliated companies. Mr. Simon also serves as a director of Technology Flavors
& Fragrances, Inc. and other privately held companies. Mr. Simon is a member of
our compensation committee and nominating and policies committee.

ROBERT L. WOOD
Director
Mr. Wood has been Business Group President for Thermosets and Dow Automotive
for The Dow Chemical Company since April 2000. He served as Business Vice
President for Polyurethanes of The Dow Chemical Company from May 1997 until
April 2000. He served as Business Vice President for Engineering Plastics of
Dow Plastics, The Dow Chemical Company from October 1995 until May 1997. Mr.
Wood also serves as a director for CoMerica Bank's Midland Region. Mr. Wood is
a member of our audit and compensation committees.

S-46

SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT

The following table sets forth certain information regarding beneficial
ownership of our common stock as of September 2, 2003, by (i) each person or
entity known to us as a result of their filings pursuant to Sections 13(d) and
13(g) under the Securities Exchange Act of 1934, owning beneficially 5% or more
of our Common Stock, (ii) each of our directors and nominees for directors,
(iii) each of our executive officers and (iv) all directors and executive
officers as a group. Unless otherwise noted, shares are owned directly or
indirectly with sole voting and investment power. The following table does not
include certain information regarding our common stock known to us as a result
of filings pursuant to Section 13(f) of the Securities Exchange Act of 1934.

SHARES BENEFICIALLY
NAME AND ADDRESS OWNED (1) PERCENT (2)
- ---------------------------------------------------------------------- -------------------- ------------

Bricoleur Capital Management LLC
12230 El Camino Real, Suite 100
San Diego, CA 92130 ................................................. 865,030 (3) 6%
Schroder Investment Management North America Inc.
875 Third Avenue, 22nd Floor
New York, NY 10022 .................................................. 851,900 (4) 6%
Martin E. Franklin ................................................... 1,015,517 (5) 7%
Ian G.H. Ashken ...................................................... 297,292 (6) 2%
Rene-Pierre Azria .................................................... 20,000 (7) *
Desiree DeStefano .................................................... 15,111 (8) *
Douglas W. Huemme .................................................... 37,350 (9) *
James E. Lillie ...................................................... 38,400 (10) *
Richard L. Molen ..................................................... 28,400 (11) *
Lynda W. Popwell ..................................................... 39,850 (12) *
Irwin D. Simon ....................................................... 20,000 (13) *
J. David Tolbert ..................................................... 29,690 (14) *
Michael Whitcomb ..................................................... 5,000 (15) *
Robert L. Wood ....................................................... 50,000 (16) *
All directors and executive officers as a group (12 persons) ......... 1,336,638 (17) 9%

- ----------
* Less than 1%

(1) For purposes of this table, a person is deemed to have "beneficial
ownership" of any share of common stock that such person has the right to
acquire within 60 days.

(2) Percent is based on the 14,610,641 shares of common stock outstanding as
of September 2, 2003.

(3) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on February 13, 2003.

(4) Based solely on Schedule 13G filed with the Securities and Exchange
Commission on February 5, 2003.

(5) Includes 250,000 shares of unvested restricted stock. Also includes
259,972 shares of common stock held by Ian G.H. Ashken of which Mr.
Franklin disclaims beneficial ownership. Mr. Franklin entered into a
voting agreement, dated as of August 22, 2002, with Mr. Ashken, pursuant
to which Mr. Franklin has the power to vote, or direct the vote, over all
of these 259,972 shares of common stock. Includes 125,000 shares subject
to outstanding options to purchase common stock which are exercisable
within 60 days.

S-47

(6) Includes 90,000 shares of unvested restricted stock. Mr. Ashken entered
into a voting agreement, dated as of August 22, 2002, with Mr. Franklin,
pursuant to which Mr. Franklin has the power to vote, or direct the vote,
over the 259,972 shares of common stock held by Mr. Ashken. Also includes
37,500 shares subject to outstanding options to purchase common stock
which are exercisable within 60 days.

(7) Consists of 20,000 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.

(8) Includes 12,500 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days.

(9) Includes 36,000 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days.

(10) Includes 35,000 shares of unvested restricted stock.

(11) Includes 16,100 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days.

(12) Includes 39,000 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days.

(13) Consists of 20,000 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.

(14) Includes 18,000 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days.

(15) Consists of 5,000 shares subject to outstanding options to purchase
common stock which are exercisable within 60 days.

(16) Includes 48,000 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days.

(17) Includes 377,100 shares subject to outstanding options to purchase common
stock which are exercisable within 60 days. Also includes 375,000 shares
of unvested restricted stock.

S-48

UNDERWRITING

We have entered into an underwriting agreement with the underwriters named
below. CIBC World Markets Corp. and Banc of America Securities LLC are acting
as representatives of the underwriters.

The underwriting agreement provides for the purchase of a specific number of
shares of common stock by each of the underwriters. The underwriters'
obligations are several, which means that each underwriter is required to
purchase a specified number of shares, but is not responsible for the
commitment of any other underwriter to purchase shares. Subject to the terms
and conditions of the underwriting agreement, each underwriter has severally
agreed to purchase the number of shares of common stock set forth opposite its
name below:

UNDERWRITER NUMBER OF SHARES
- ------------------------------------------ -----------------
CIBC World Markets Corp. ................. 1,070,000
Banc of America Securities LLC ........... 1,070,000
SunTrust Capital Markets, Inc. ........... 374,500
William Blair & Company, L.L.C. .......... 160,500
CJS Securities, Inc. ..................... 93,750
Burnham Securities Inc. ................. 31,250
-----------------
Total ................................... 2,800,000
=================

The underwriters have agreed to purchase all of the shares offered by this
prospectus supplement (other than those covered by the over-allotment option
described below) if any are purchased.

The shares should be ready for delivery on or about September 30, 2003 against
payment in immediately available funds. The underwriters are offering the
shares subject to various conditions and may reject all or part of any order.
The representatives have advised us that the underwriters propose to offer the
shares directly to the public at the public offering price that appears on the
cover page of this prospectus supplement. In addition, the representatives may
offer some of the shares to other securities dealers at such price less a
concession of $1.11 per share. The underwriters may also allow, and such dealers
may reallow, a concession not in excess of $0.10 per share to other dealers.
After the shares are released for sale to the public, the representatives may
change the offering price and other selling terms at various times.

We have granted the underwriters an over-allotment option. This option, which
is exercisable for up to 30 days after the date of this prospectus supplement,
permits the underwriters to purchase a maximum of 420,000 additional shares
from us to cover over-allotments. If the underwriters exercise all or part of
this option, they will purchase shares covered by the option at the public
offering price that appears on the cover page of this prospectus supplement,
less the underwriting discount. If this option is exercised in full, the total
price to the public will be $119,140,000 and the total proceeds to us will be
$113,183,000. The underwriters have severally agreed that, to the extent the
over-allotment option is exercised, they will each purchase a number of
additional shares proportionate to the underwriter's initial amount reflected in
the foregoing table.

The following table provides information regarding the amount of the discount
to be paid to the underwriters by us:

TOTAL WITHOUT EXERCISE OF TOTAL WITH FULL EXERCISE OF
PER SHARE OVER-ALLOTMENT OPTION OVER-ALLOTMENT OPTION
----------- --------------------------- ----------------------------

Jarden Corporation ......... $1.85 $5,180,000 $5,957,000

We estimate that our total expenses of the offering, excluding the underwriting
discount, will be approximately $750,000.

We have agreed to indemnify the underwriters against certain liabilities,
including liabilities under the Securities Act of 1933.

Subject to exceptions covering up to approximately 90,000 shares of common
stock and other shares of common stock as to which beneficial ownership is
disclaimed, we, our executive officers and

S-49

directors have agreed to a 90-day "lock-up" with respect to primary issuances by
us of shares of common stock and all shares of common stock held by such other
persons, including securities that are convertible into shares of common stock
and securities that are exchangeable or exercisable for shares of common stock.
The lock-up restriction will not prohibit us from issuing options and shares
under our 2003 Employee Stock Purchase Plan and 2003 Stock Incentive Plan. Any
shares issued to our executive officers or directors during the lock-up period
in accordance with the immediately preceding sentence will be subject to the
lock-up. This means that, for a period of 90 days following the date of this
prospectus supplement, we and such persons may not offer, sell, pledge or
otherwise dispose of these securities without the prior written consent of CIBC
World Markets Corp. and Banc of America Securities LLC.

The representatives have informed us that they do not expect discretionary
sales by the underwriters to exceed five percent of the shares offered by this
prospectus supplement.

Certain of the underwriters and their affiliates from time to time in the past
have provided investment banking, commercial lending and financial advisory
services to us in the ordinary course of business for which we have paid
customary compensation, and the underwriters and their affiliates may provide
such services from time to time in the future for which we would expect to pay
customary compensation. Without limiting the generality of the preceding
sentence, affiliates of CIBC World Markets Corp., Banc of America Securities LLC
and SunTrust Capital Markets, Inc. are lenders under our existing credit
facility and have received customary compensation in connection therewith. In
addition, an affiliate of Banc of America Securities LLC is the agent under our
credit facility and receives customary compensation in connection therewith.

An undetermined portion of the net proceeds of the sale of the shares may
ultimately be used to repay indebtedness under our credit facility, in which
case affiliates of CIBC World Markets Corp., Banc of America Securities LLC and
SunTrust Capital Markets, Inc. would receive their pro rata share of such net
proceeds. Because the amount of such repayment, if any, is indeterminable and
because affiliates of the underwriters listed in the preceding sentence could
receive more than ten percent of the net proceeds of this offering, depending
on the amount of such repayment, this offering is being made in compliance with
the requirements of Rule 2710(c)(8) of the National Association of Securities
Dealers, Inc. Conduct Rules.

Rules of the Securities and Exchange Commission may limit the ability of the
underwriters to bid for or purchase shares before the distribution of the
shares is completed. However, the underwriters may engage in the following
activities in accordance with the rules:

o Stabilizing transactions -- The representatives may make bids or
purchases for the purpose of pegging, fixing or maintaining the price of
the shares, so long as stabilizing bids do not exceed a specified
maximum.

o Over-allotments and syndicate covering transactions -- The underwriters
may sell more shares of our common stock in connection with this
offering than the number of shares the underwriters have committed to
purchase. This over-allotment creates a short position for the
underwriters. This short sales position may involve either "covered"
short sales or "naked" short sales. Covered short sales are short sales
made in an amount not greater than the underwriters' over-allotment
option to purchase additional shares in this offering described above.
The underwriters may close out any covered short position either by
exercising their over-allotment option or by purchasing shares in the
open market. To determine how they will close the covered short
position, the underwriters will consider, among other things, the price
of shares available for purchase in the open market, as compared to the
price at which they may purchase shares through the over-allotment
option. Naked short sales are short sales in excess of the
over-allotment option. The underwriters must close out any naked short
position by purchasing shares in the open market. A naked short position
is more likely to be created if the underwriters are concerned that, in
the open market after pricing, there may be downward pressure on the
price of the shares that could adversely affect investors who purchase
in this offering.

S-50

o Penalty bids -- If the representatives purchase shares in the open
market in a stabilizing transaction or syndicate covering transaction,
they may reclaim a selling concession from the underwriters and selling
group members who sold these shares as part of this offering.

Similar to other purchase transactions, the underwriters' purchases to cover
the syndicate short sales or to stabilize the market price of our common stock
may have the effect of raising or maintaining the market price of our common
stock or preventing or mitigating a decline in the market price of the common
stock. As a result, the price of the shares of our common stock may be higher
than the price that might otherwise exist in the open market. The imposition of
a penalty bid might also have an effect on the price of the shares if it
discourages resales of the shares.

Neither we nor the underwriters make any representation or prediction as to the
effect that the transactions described above may have on the price of the
shares. These transactions may occur on The New York Stock Exchange or
otherwise. If such transactions are commenced, they may be discontinued without
notice at any time.

A prospectus in electronic format may be made available on web sites maintained
by one or more of the underwriters or selling group members participating in
this offering. The representatives may agree to allocate a number of shares to
underwriters and selling group members for sale to their online brokerage
account holders. Internet distributions will be allocated by the underwriters
and selling group members on the same basis as other allocations.

EXPERTS

The consolidated financial statements of Jarden Corporation and its
subsidiaries appearing in its Annual Report (Form 10-K) for the year ended
December 31, 2002, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein and
incorporated herein by reference. Such consolidated financial statements are
incorporated herein by reference in reliance upon such report given on the
authority of such firm as experts in accounting and auditing.

The consolidated financial statements of Diamond Brands International, Inc. and
its subsidiaries appearing in the Company's Current Report on Form 8-K/A filed
on March 7, 2003 for the year ended December 31, 2002, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

The consolidated financial statements of Lehigh Consumer Products Corporation as
of December 31, 2002 and for the year then ended, incorporated in this
Prospectus by reference to the Company's Current Report on Form 8-K dated
September 5, 2003, have been so incorporated in reliance on the report of
PricewaterhouseCoopers LLP, independent accountants, given on authority of said
firm as experts in auditing and accounting.

LEGAL MATTERS

The validity of the common stock offered hereby will be passed upon for us by
Kane Kessler, P.C., New York, New York. Certain legal matters will be passed
upon for the underwriters by Cahill Gordon & Reindel LLP, New York, New York.

S-51

PROSPECTUS

JARDEN CORPORATION

$150,000,000

DEBT SECURITIES, COMMON STOCK,
PREFERRED STOCK, AND WARRANTS

----------------

We may from time to time sell up to $150,000,000 aggregate initial offering
price of one or more series of our debt securities, our common stock, $0.01 par
value per share, our preferred stock, $0.01 par value per share, our warrants
to purchase debt securities, common stock, or preferred stock, or any
combination of our debt securities, common stock, preferred stock, and
warrants.

These debt securities may consist of notes, debentures or other types of debt.
We will provide specific terms of these debt securities in supplements to this
prospectus. Our payment obligations under any series of debt securities may be
guaranteed by one or more of our subsidiaries which are co-registrants.

This prospectus provides a general description of the securities we may offer.
The specific terms of the securities offered by this prospectus will be set
forth in a supplement to this prospectus and will include, among other things:

o in the case of common stock, the number of shares, purchase price, and
terms of the offering and sale thereof;

o in the case of preferred stock, the number of shares, purchase price, the
designation and relative rights, preferences, limitations and
restrictions, and the terms of the offering and sale thereof;

o in the case of debt securities, the specific designation, aggregate
principal amount, purchase price, maturity, interest rate, time of payment
of interest, terms (if any) for the subordination or redemption thereof,
and any other specific terms of the debt securities; and

o in the case of warrants, the title, aggregate number, price at which it
will be issued, exercise price, and designation, aggregate principal
amount and terms of the securities issuable upon exercise of the warrants.

Any prospectus supplement may also add, update or change information contained
in this prospectus. You should read this prospectus, any prospectus supplement
and the additional information described under "Where You Can Find More
Information" carefully before you invest in our securities.

Our common stock trades on the New York Stock Exchange under the symbol "JAH."
On January 28, 2003, the last reported sale price of our shares on the New York
Stock Exchange was $26.06 per share.

The securities may be sold through underwriters or dealers designated from time
to time or to other purchasers directly or through agents designated from time
to time (see "Plan of Distribution").

----------------

Please refer to "Risk Factors" beginning on page 9 and in any prospectus
supplement for a description of the risks you should consider when evaluating
this investment.

----------------

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THE SECURITIES TO BE ISSUED IN THE
EXCHANGE OR DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

The date of this prospectus is January 31, 2003.

TABLE OF CONTENTS

PAGE
-----

Summary .................................................................................. 1
Incorporation of Certain Documents by Reference .......................................... 2
The Company .............................................................................. 3
Risk Factors ............................................................................. 9
Reductions, cancellations, or delays in customer purchases would adversely affect our
profitability ......................................................................... 9
We may be adversely affected by the trend towards retail trade consolidation ............ 9
Sales of some of our products are seasonal and weather related .......................... 9
We depend on suppliers in Asia .......................................................... 9
Competition in our industries may hinder our ability to execute our business strategy,
achieve profitability, or maintain relationships with existing customers .............. 10
If we fail to develop new or expand existing customer relationships, our ability to grow
our business will be impaired ......................................................... 11
We cannot be certain that our product innovations and marketing successes will continue . 11
We may experience difficulty in integrating acquired businesses, which may interrupt our
business operations ................................................................... 11
Our operations are subject to a number of Federal, state and local environmental
regulations ............................................................................ 11
We may be adversely affected by remediation obligations mandated by applicable
environmental laws .................................................................... 11
We depend upon key personnel ............................................................ 12
We enter into contracts with the United States government and other governments ......... 12
Our operating results can be adversely affected by changes in the cost or availability
of raw materials ...................................................................... 12
Our business could be adversely affected because of risks which are particular to
international operations .............................................................. 12
Our performance can fluctuate with the financial condition of the retail industry ....... 13
Claims made against us based on product liability could have a material adverse effect
on our business ....................................................................... 13
We depend on our patents and proprietary rights ......................................... 13
We depend on a single manufacturing facility for certain essential products ............. 13
Certain of our employees are represented by labor unions ................................ 14
Our significant indebtedness could adversely affect our financial health, and prevent us
from fulfilling our obligations under our debt ........................................ 14
We will require a significant amount of cash to service our indebtedness. Our ability to
generate cash depends on many factors beyond our control .............................. 14
The indenture related to the debt securities, our 9 3/4% senior subordinated notes due
2012, and our senior credit facility contain various covenants which limit our
management's discretion in the operation of our business .............................. 15
We may not have the ability to raise the funds necessary to finance the change of
control offer required by the indenture related to our 9 3/4% senior subordinated
notes due 2012 ........................................................................ 15
Delaware law and our rights plan may limit possible takeovers ........................... 15
The market price for our common stock is volatile ....................................... 16
We may issue a substantial amount of our common stock in connection with future
acquisitions and the sale of those shares could adversely affect our stock price ...... 16
Our stock price may be adversely affected if our stockholders sell substantial amounts
of our common stock, or our preferred stock or warrants convertible into our common
stock, in the public market following the offering .................................... 16

PAGE
-----

Since we have broad discretion in how we use the net proceeds from this offering, we may
use such proceeds in ways with which you disagree ..................................... 17
Your right to receive payments on the debt securities is junior to our existing senior
indebtedness and possibly all of our future borrowings. Further, the guarantees of the
debt securities are junior to all of the guarantors' existing senior indebtedness and
possibly to all their future borrowings ............................................... 17
Since the debt securities are unsecured, your right to enforce remedies is limited by
the rights of holders of secured debt ................................................. 17
Not all of our subsidiaries will guarantee our obligations under the debt securities,
and the assets of the non-guarantor subsidiaries may not be available to make payments
on the debt securities ................................................................ 17
A public market for the debt securities may not develop ................................. 18
Federal and state statutes allow courts, under specific circumstances, to void
guarantees and require security holders to return payments received from guarantors ... 18
Forward Looking Statements ............................................................... 20
Use of Proceeds .......................................................................... 21
Ratio of Earnings to Fixed Charges ....................................................... 21
Description of Debt Securities ........................................................... 22
Description of Capital Stock ............................................................. 27
Description of Warrants .................................................................. 27
Description of Senior Indebtedness ....................................................... 28
Plan of Distribution ..................................................................... 32
Where You Can Find More Information ...................................................... 33
Experts .................................................................................. 33
Legal Matters ............................................................................ 34

iii

SUMMARY

This prospectus is part of a registration statement that Jarden Corporation and
the co-registrants (together, the "registrants") filed with the Securities and
Exchange Commission utilizing a "shelf" registration process. Under this shelf
registration process, the registrants may sell any combination of the
securities described in this prospectus in one or more offerings up to a total
dollar amount of $150,000,000. This prospectus provides you with a general
description of the securities the registrants may offer. Each time the
registrants sell securities, the registrants will provide a prospectus
supplement that will contain specific information about the terms of that
offering. To understand the terms of our securities, you should carefully read
this document with the applicable prospectus supplement, which may add, update,
or change information. Together these documents will give the specific terms of
the securities we are offering. You should also read the documents we have
incorporated by reference in this prospectus and in any prospectus supplement.

THE SECURITIES WE MAY OFFER

This prospectus is part of a registration statement that we filed with the
Securities and Exchange Commission using a "shelf" registration process. Under
the shelf registration process, we may offer from time to time up to an
aggregate of $150,000,000 of one or more series of our debt securities, our
common stock, $0.01 par value per share, our preferred stock, $0.01 par value
per share, our warrants to purchase debt securities, common stock, or preferred
stock, or any combination of our debt securities, common stock, preferred
stock, and warrants.

DEBT SECURITIES

The terms of each series of debt securities will be detailed or determined in
the manner provided in an indenture. The particular terms of each series of
debt securities will be described in a prospectus supplement relating to the
series, including any pricing supplement. We will set forth in a prospectus
supplement (including any pricing supplement) relating to any series of debt
securities being offered, among other things, the initial offering price, the
aggregate principal amount the price or prices at which we will sell the debt
securities, any limit on the aggregate principal amount of the debt securities,
the date or dates on which we will pay the principal on the debt securities,
and the rate or rates at which the debt securities will bear interest. We have
summarized general features of our debt securities under the section entitled
"Description of Debt Securities" contained in this prospectus.

COMMON STOCK

We may issue common stock, par value $0.01 per share. Holders of our common
stock are entitled to receive dividends when declared by our board of
directors, subject to the rights of holders of our preferred shares. Each
holder of common shares is entitled to one vote per share. The holders of
common shares have no preemptive or cumulative voting rights. Our credit
facility contains restrictions on our ability to pay dividends or make other
distributions.

PREFERRED STOCK

We may issue preferred stock, par value $0.01 per share, in one or more series.
Subject to the terms of our governing documents and applicable Delaware law,
our board of directors will determine the dividend, voting, conversion and
other rights and preferences of the series of preferred stock being offered.

WARRANTS

We may issue warrants for the purchase of debt securities, preferred stock or
common stock either independently or together with other securities. Each
warrant will entitle the holder to purchase the principal amount of our debt
securities, or the number of shares of preferred stock or common stock, at the
exercise price set forth in, or calculable as set forth in, the applicable
prospectus supplement.

----------------

The mailing address and telephone number of our principal executive offices are
555 Theodore Fremd Avenue, Rye, New York, 10580, (914) 967-9400.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents heretofore filed by us with the Securities and Exchange
Commission (the "Commission") pursuant to the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), are hereby incorporated by reference in this
prospectus, except as superseded or modified herein:

(a) Our annual report on Form 10-K/A for the fiscal year ended
December 31, 2001;

(b) Our quarterly report on Form 10-Q/A for the period ended March
31, 2002;

(d) Our quarterly report on Form 10-Q for the period ended September
30, 2002;

(e) Our current report on Form 8-K, Date of Event -- December 18,
2001, filed on January 9, 2002;

(f) Our current report on Form 8-K, Date of Event -- March 28, 2002,
filed on March 28, 2002;

(g) Our current report on Form 8-K, Date of Event -- March 28, 2002,
filed on March 29, 2002;

(h) Our current report on Form 8-K, Date of Event -- April 24, 2002,
filed on May 9, 2002;

(i) Our current report on Form 8-K, Date of Event -- May 30, 2002,
filed on June 4, 2002;

(j) Our current report on Form 8-K, Date of Event -- October 17,
2002, filed on October 24, 2002;

(k) Our current report on Form 8-K, Date of Event -- October 28,
2002, filed on October 29, 2002;

(l) Our current report on Form 8-K, Date of Event -- November 1,
2002, filed on November 1, 2002;

(m) Our current report on Form 8-K, Date of Event -- January 7,
2003, filed on January 10, 2002;

(n) Our definitive proxy statement on Schedule 14A filed on April
30, 2002;

(o) The description of our common stock contained in our
registration statement on Form 8-A/A filed on May 1, 2002,
including any amendments or reports filed for the purpose of
updating that description; and

(p) The description of the preferred stock purchase rights of our
common stock contained in our registration statement on Form
8-A/A filed on May 1, 2002, including any amendments or reports
filed for the purpose of updating that description.

All of such documents are on file with the Commission. In addition, all
documents filed by Jarden Corporation pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act, subsequent to the date of this prospectus and prior
to termination of the offering are incorporated by reference in this prospectus
and are a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
prospectus to the extent that a statement contained herein or in any
subsequently filed document that is also incorporated by reference herein
modifies or replaces such statement. Any statements so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this prospectus.

This prospectus incorporates herein by reference important business and
financial information about us that is not included in or delivered with this
prospectus. This information is available to you without charge upon written or
oral request. If you would like a copy of any of this information, please
submit your request to Jarden Corporation, 555 Theodore Fremd Avenue, Rye, NY
10580, Attention: Corporate Secretary, or call (914) 967-9400.

THE COMPANY

Jarden Corporation is a leading provider of niche consumer products used in
home food preservation. We operate two distinct business groups, consumer
products and material based. Our consumer products group markets and
distributes the FoodSaver (Registered Trademark) line, which is the U.S.
market leader in home vacuum packaging systems and accessories and is the
leading North American manufacturer, distributor and marketer of home canning
and related products, primarily under the Ball (Registered Trademark) , Kerr
(Registered Trademark) and Bernardin (Registered Trademark) brands. Our
materials based group is the country's largest producer of zinc strip and is a
plastics manufacturer.

During 2001, we repositioned our growth strategy to focus on consumer products.
Alltrista Consumer Products manufactures, markets and distributes a broad line
of home food preservation and preparation products that includes recognized
brand name home canning jars, jar closures and other accessories (including
fruit pectin, Fruit-Fresh (Registered Trademark) brand fruit protector, pickle
mixes and tomato mixes). As of April 24, 2002, through the acquisition of Tilia
International, Inc. and its subsidiaries ("Tilia"), our consumer products group
markets and distributes the FoodSaver (Registered Trademark) vacuum packaging
system. Vacuum packaging is the process of removing air from a container to
create a vacuum, and then sealing the container so that air cannot re-enter.

Our materials based group is comprised of three business segments: metals,
injection molded plastics, and other. Our metals business is the sole source
supplier of copper plated zinc penny blanks to both the United States Mint and
the Royal Canadian Mint. In addition, we manufacture a line of industrial zinc
items used in the plumbing, automotive, electrical component and European
architectural markets, and the Lifejacket (Registered Trademark)
anti-corrosion system. Our plastic injection molding business manufactures
precision custom components for major companies in the healthcare and consumer
products industries including CIBA Vision Corporation, Johnson & Johnson,
Meridian Diagnostics, Inc., The Scotts Company and Winchester Ammunition. The
other segment includes the manufacturing of non-injection molded plastic parts
and other immaterial business activities.

RECENT DEVELOPMENTS

Diamond Acquisition

On November 27, 2002, we entered into an Asset Purchase Agreement to purchase
the business assets and liabilities of Diamond Brands Operating Corp. and its
affiliates ("Diamond Brands"), a leading manufacturer and marketer of niche
consumer products for domestic use including matches, toothpicks, disposable
plastic cutlery, straws, clothespins and wooden crafts sold primarily under the
Diamond Brands (Registered Trademark) and Forster (Registered Trademark)
trademarks. The acquisition of Diamond Brands has been approved in the United
States Bankruptcy Court for the District of Delaware as the exclusive plan to
be voted on by the creditors.

Our acquisition of Diamond Brands is subject to final confirmation by the
United States Bankruptcy Court for the district of Delaware, Hart-Scott-Rodino
approval, and other customary closing conditions. Although we cannot assure you
that any and all these conditions will be satisfied, at this time, we believe
that we will complete the acquisition during the first quarter of 2003.

We intend to finance our acquisition of Diamond Brands at closing with the
combination of available cash and borrowings under our credit facility. The
purchase price for the sale and transfer of the assets shall consist of: (a) an
aggregate amount equal to the sum of the following: (i) $12,950,000 in cash,
(ii) the balance, as of the closing, of the principal amount due under a DIP
loan agreement, taking into account all payments made in respect of such
principal amount by the debtors through the closing, plus (b) at Jarden's
election, within six months after the closing (i) either $6 million in cash
payable by wire transfer in immediately available funds or (ii) shares of
Jarden common stock with an aggregate fair market value of $6 million as of the
date of delivery; and (c) the assumption of certain liabilities.

Exchange Offer

On December 4, 2002, we completed an offer to the holders of our 9 3/4% senior
subordinated notes subject to Rule 144A of the Securities Act of 1933 to
exchange those notes for our 9 3/4% senior

subordinated notes which are registered under the Securities Act of 1933, as
amended, and are substantially similar to the old notes except that the
mandatory redemption provisions and the transfer restrictions applicable to the
old notes are not applicable to the new notes. Substantially all of the
$150,000,000 aggregate principal amount of the old notes were exchanged for the
new notes.

CONSUMER PRODUCTS GROUP

The consumer products group is comprised of two segments: vacuum packaging and
domestic consumables.

Our domestic consumables segment manufactures, markets and distributes a line
of home food preservation products to serve value, mid-tier and premium
oriented customers, which products include home canning jars, jar closures,
home canning tools, and other accessories. These products are marketed under
the well-known Ball (Registered Trademark) , Bernardin (Registered Trademark) ,
Golden Harvest (Registered Trademark) , and Kerr (Registered Trademark) brand
names. We also market and distribute related food products, including fruit
pectin, Fruit-Fresh (Registered Trademark) brand fruit protector, pickle
mixes, tomato mixes and all-in-one canning kits, including a jam pectin kit and
jelly and salsa kits. In addition, we market a line of housewares under the
Golden Harvest (Registered Trademark) brand, including tumblers, beverage
tappers and other glassware.

We also provide patented vacuum packaging systems for household use marketed
under the FoodSaver (Registered Trademark) brand. Our seven models of compact,
patented counter-top FoodSaver (Registered Trademark) appliances incorporate a
vacuum pump and bag sealer to keep foods fresh and are sold at prices ranging
from approximately $100 to almost $300. We market our FoodSaver (Registered
Trademark) appliances in tandem with our patented FoodSaver (Registered
Trademark) bags and rolls and complementary accessories, including canisters,
containers, lids, jar sealers and bottle stoppers.

Customers

Our customers are a diverse group of wholesalers and retailers in the United
States and Canada. Our principal customers include grocery stores, mass
merchants, warehouse clubs, and hardware stores, but we also sell through
sporting goods and outdoor stores and specialty retailers. We have been
Wal-Mart's category manager for the home canning segment since 1998. In this
role, we are responsible for the home canning section within the store,
including inventory management, the introduction of new items, and the creation
of various reports to track inventory, sales, and margins. In addition to these
channels of distribution, vacuum packaging products are sold directly to
individual consumers through direct-to-consumer channels. Our
direct-to-consumer sales have primarily been made through infomercials and
catalogs.

Sales and Marketing

Our consumer products sales are made in the United States and Canada through
food brokers and manufacturer representative organizations as well as through
our internal sales force and house accounts. We employ regional sales managers
located in key geographic areas who oversee the sales and retail activities of
food brokerage firms and independent manufacturer representatives.

Distribution and Fulfillment

We utilize company-operated and independent warehouses located in various
regions of the United States and Canada to distribute our products. The largest
of these warehouses is located in Muncie, Indiana and is operated by an
outsourced provider, which utilizes highly automated packaging equipment
allowing us to maintain our efficient and effective logistics and freight
management processes. We also work with an outsourced provider for the delivery
of our products in order to ensure that as many shipments as possible are
processed as full truckloads, saving significant freight costs.

Manufacturing

Vacuum packaging products are sourced through a network of independent
manufacturers. Appliances are currently sourced through three facilities in
China; bags and rolls are currently sourced through suppliers in Korea and the
United States; and accessories are sourced from Taiwan, China and the United
States. Our own research and development department designs and engineers
products in the United States and sets strict engineering specifications for
the third-party manufacturers. We maintain ownership over all necessary
production molds.

Intellectual Property

Management believes that none of our active trademarks or patents is essential
to the successful operation of our business as a whole. However, one or more
trademarks or patents may be material in relation to individual products or
product lines such as our property rights to use the Ball (Registered
Trademark) , FoodSaver (Registered Trademark) , Fruit-Fresh (Registered
Trademark) , Golden Harvest (Registered Trademark) , and Kerr (Registered
Trademark) brand names and the Bernardin (Registered Trademark) trade name in
connection with certain goods to be sold, including home food preservation
supplies, kitchen housewares and packaged foods for human consumption.

We hold patents throughout many primary worldwide markets on both the design of
the FoodSaver (Registered Trademark) appliance itself as well as on many of
its components. Our patent on the FoodSaver (Registered Trademark) vacuum seal
appliance expires in 2009, and our patent on FoodSaver (Registered Trademark)
bags expires in 2005. The key elements of the bag are a unique waffle pattern
that facilitates air removal, an oxygen barrier layer that prevents air from
entering the bag and a heat resistant outer layer to allow easy sealing without
burn-through. In addition, we have registered the VacLoc, SaverMate, VacuTop
and VacuSave names with the U.S. Patent and Trademark Office and in several
countries throughout the world. In addition, we have developed a proprietary
two-piece closure system incorporating a plastisol sealant that differentiates
our jar lids from our competitors' lids. We have pending patent applications
for new technology for bags and vacuum packaging systems that we recently
acquired.

Pursuant to the terms of the 1993 distribution agreement with Ball Corporation,
we were granted a license to use the Ball (Registered Trademark) brand name
for our consumer products. In the event of a change of control of Jarden which
has not received the approval of a majority of our board of directors or causes
us to be controlled or majority owned by a competitor of Ball, Ball has the
option to terminate our license to use the Ball (Registered Trademark) brand
name. Pursuant to the terms of an agreement with Kerr Group, Inc., we have a
perpetual exclusive, worldwide license to use the Kerr (Registered Trademark)
brand name in our consumer products division. However, in the event of a change
of control of Jarden which has not received the approval of a majority of our
board of directors, Kerr has the option to terminate our license to use the
Kerr (Registered Trademark) brand name.

Raw Materials

Most of our glass canning jars are supplied under an agreement with Anchor
Glass Container Corporation. Such glass materials are also available from a
variety of other sources at competitive prices. The tin plate raw material used
in the manufacture of our home canning jar lids and closures is supplied by
multiple vendors and is currently available from a variety of sources at
competitive prices. Historically, the raw materials and components that are
necessary for the manufacture of our products have been available in the
quantities that we require.

Competition

We are the leading provider of home canning products and related accessories
and our brands represent a significant portion of the sales in this niche
market. In addition to the competitors in our niche market, we compete with
companies who specialize in other food preservation mediums such as freezing
and dehydration.

Our vacuum packaging appliances compete with marketers of "conventional" food
storage solutions, such as plastic bags and containers. In addition, our
competitors include manufacturers of sealing appliances that heat-seal bags,
but, we believe, do not create a vacuum seal comparable to ours. There are also
several companies that manufacture industrial and commercial vacuum packaging
products, but we do not believe that these manufacturers have attempted to
enter the household marketplace.

MATERIALS BASED GROUP

Our materials based group is currently comprised of three business segments:
metals, injection molded plastics, and other.

METALS

We believe our zinc strip business is the largest producer of zinc strip and
fabricated products in the United States. We are the sole source supplier of
copper plated zinc penny blanks to both the United States Mint and the Royal
Canadian Mint and are currently exploring opportunities with several other
countries. In addition, we manufacture a line of industrial zinc items used in
the plumbing, automotive, electrical component and European architectural
markets, and the Lifejacket (Registered Trademark) anti-corrosion system. Our
anticorrosion zinc Lifejacket (Registered Trademark) is gaining recognition as
a cost-effective solution to arrest the corrosion of the reinforcement steel
within poured concrete structures. We are affected by fluctuations in penny
blank requirements of the United States Department of the Treasury and the
Federal Reserve System. Although the future use of the penny as legal tender
has been debated in recent years, management believes that the zinc based
coinage will remain an important part of the currency system for the
foreseeable future.

Sales and Marketing

Our sales and marketing staff consists of individuals with considerable
technical background in the field of metallurgy. These individuals focus on
leveraging our core capabilities in zinc metallurgy and electrochemistry to
exploit new market opportunities. The sales and marketing staff works closely
with our engineering and technical services group to deliver products to the
customer. We maintain a website which contains technical information regarding
the advantageous physical properties of zinc versus other metals.

Manufacturing

In our Greenville, Tennessee facility, we manufacture alloys of zinc strip and
fabricated zinc products in a number of configurations for our customers. We
have five lines used to slit the coils into widths specified by customers. Many
customers require less than the full master coil diameters, so the large coils
are broken down into the requested diameters at the time they are slit. We also
produce coin blanks stamped from slit coils using one of five high-speed
presses. The stamped blanks are then rimmed and put into one of three
electroplating lines where the copper coating is applied.

Raw Materials

We purchase special high-grade zinc ingot and a variety of metals, including
copper, lead, titanium, magnesium, manganese and other alloys, to produce the
zinc alloys we use in our various applications. These alloys have been
developed by our technical staff to meet the specific physical and chemical
characteristics of the finished product applications. We purchase zinc ingot
based on market prices quoted on the London Metals Exchange (month-end average
price) from a variety of suppliers. Certain customers, including the United
States Mint, provide their own purchased zinc that is utilized to manufacture
product at a toll conversion price. We purchase copper for both alloying and
plating purposes based on market prices quoted on the New York Commodities and
Metals Exchange. As with zinc ingot, the United States Mint supplies the
required copper for one-cent coin blanks. We also purchase a variety of
chemicals for production and waste treatment, primarily for use in copper
plating. Prices for chemicals are negotiated with suppliers based on market
supply and demand conditions and volume purchase levels.

INJECTION MOLDED PLASTICS

We manufacture precision custom injection molded components for major companies
in the healthcare and consumer products industries. We also own Yorker
(Registered Trademark) Closures, a proprietary product line of plastic
closures. Products for the healthcare industry include items such as
intravenous harness components and surgical devices. Products for manufacturers
of consumer goods primarily include packaging and sport shooting ammunition
components.

Customers

We supply shotgun shell components to Winchester Ammunition and various
healthcare products (such as contact lens cases) to CIBA Vision Corporation,
Ethicon, Inc., Johnson & Johnson, CB Fleet Company, Inc., and Meridian
Diagnostics, Inc. and consumer products for The Scotts Company, among others.

Sales and Marketing

We concentrate our marketing efforts in those markets that require high levels
of precision, quality, and engineering expertise. There is potential for
continued growth in all product lines, especially in the healthcare market,
where our quality, service and "clean room" molding operations are critical
competitive factors.

Manufacturing

We manufacture at three facilities located in Greenville, South Carolina;
Reedsville, Pennsylvania; and Springfield, Missouri. The injection-molding
process involves converting plastic resin pellets to a fluid state through
elevated temperature and pressure, at which point the resin is injected into a
mold where it is then formed into a finished part. Molded parts are usually
small, intricate components that are produced using multi-cavity tooling.
Post-molding operations employ robotics and automation for assembly and
packaging.

Raw Materials

We purchase resin from regular commercial sources of supply and, in most cases,
multiple sources. The supply and demand for plastic resins are subject to
cyclical and other market factors.

Competition

The market for injection molded plastics is highly competitive. We concentrate
our marketing efforts in those markets that require high levels of precision,
quality, engineering expertise and cleanliness. We have differentiated
ourselves from our competitors by developing long-lasting relationships with a
number of specialty tooling manufacturers and by possessing strong design
capabilities. We believe that the quality and cleanliness of our facilities
provides another competitive advantage for us. As a result, we believe that we
will continue to capture new injection molding programs as they come to market,
as well as benefit from continued outsourcing trends among original equipment
manufacturers.

OTHER

Effective November 26, 2001, we sold our underperforming thermoformed plastics
operations consisting of the assets of our Triangle, TriEnda and Synergy World
divisions (the "TPD Assets") to Wilbert, Inc. for $21.0 million in cash, a $1.9
million noninterest-bearing one-year note, and the assumption of certain
identified liabilities. We recorded a pre-tax loss of $121.1 million in 2001
related to the sale.

Effective November 1, 2001, we sold our majority interest in Microlin, LLC, a
developer of proprietary battery and fluid delivery technology, for $1,000 in
cash plus contingent consideration based upon future performance through
December 31, 2012 and the cancellation of future funding requirements. We
recorded a pre-tax loss of $1.4 million in 2001 related to the sale.

Currently, our other business primarily manufactures thermoformed plastic white
goods for a variety of customers in our Fort Smith, Arkansas facility. We also
manufacture and sell extruded plastic sheet and roll stock products in smooth,
textured and laminated finishes for a variety of customers. Additionally, we
produce plastic tables for original equipment manufacturers in our Fort Smith
plant and have a proprietary line of tables selling under the VisionTM brand
that are primarily sold to the hospitality and institutional markets. Our
customers are primarily other equipment manufacturers.

Our products are produced through a thermoforming process. Thermoforming is an
operation in which plastic sheet is converted into a formed product through
single- or twin-sheet vacuum or

pressure formed in conjunction with the application of heat. After the product
is formed, the process of removing the excess material, or trimming, is
generally performed by automated equipment programmed to execute the
appropriate steps to produce the finished part to the customer's
specifications. We purchase resin directly for use in the manufacture of
extruded sheet and also purchase plastic sheet from third-party suppliers in
those instances where we are unable to provide for our needs internally. These
raw materials are obtained from regular commercial sources of supply and, in
most cases, multiple sources. The supply and demand for plastic resins are
subject to cyclical and other market factors. Certain of our customers purchase
the resin on our behalf, thereby providing us protection from price
fluctuations.

GOVERNMENT CONTRACTS

We enter into contracts with the United States Government which contain
termination provisions customary for government contracts. See "Metals" under
the materials based group discussion above. The United States Government
retains the right to terminate such contracts at its convenience. However, if
the contract is terminated, we are entitled to be reimbursed for allowable
costs and profits to the date of termination relating to authorized work
performed to such date. The United States Government contracts are also subject
to reduction or modification in the event of changes in government requirements
or budgetary constraints. Since entering into a contract with us in 1981, the
United States Government has not terminated the penny blank supply arrangement.

ENVIRONMENTAL MATTERS

EMPLOYEES

As of September 30, 2002, we employed approximately 950 people. Approximately
215 union workers are covered by two collective bargaining agreements at our
metals and domestic consumables manufacturing facilities. These agreements
expire at the domestic consumables facility (Muncie, Indiana) on October 15,
2006, and at the metals facility (Greeneville, Tennessee) on October 4, 2003.

We have not experienced a work stoppage during the past five years. Management
believes that its relationships with our employees and collective bargaining
unions are satisfactory.

Our principal executive offices are located at 555 Theodore Fremd Avenue, Rye,
New York, 10580.

RISK FACTORS

Investing in our securities involves risks, including the risks described in
this prospectus, in any prospectus supplement and in the other documents that
are incorporated herein by reference. You should carefully consider the risks
factors together with all of the other information and data included in this
prospectus, any prospectus supplement and the documents that are incorporated
herein by reference before you decide to acquire any securities. If any of the
following risks actually occur, our business, financial condition or results of
operation may suffer.

RISKS RELATING TO JARDEN

REDUCTIONS, CANCELLATIONS, OR DELAYS IN CUSTOMER PURCHASES WOULD ADVERSELY
AFFECT OUR PROFITABILITY.

Customers in our consumer products group, and many customers in our materials
based group, generally do not enter into long-term contracts or commitments
with us. As a result, these customers may cancel their orders, change purchase
quantities from forecast volumes, or delay purchases for a number of reasons
beyond our control. Significant or numerous cancellations, reductions, or
delays in purchases by customers could have a material adverse effect on our
business, results of operations and financial condition. In addition, because
many of our costs are fixed, a reduction in customer demand could have an
adverse affect on our gross profit margins and operating income.

Sales to one customer in our consumer products group, Wal-Mart Stores, Inc. and
its affiliates, accounted for approximately 8% of our 2001 consolidated net
sales and approximately 17% of our 2001 consolidated net sales on a pro forma
basis. In addition, sales to one customer in our materials based group
accounted for approximately 8% of our 2001 consolidated net sales and
approximately 6% of our 2001 consolidated net sales on a pro forma basis. A
significant reduction in purchases from either of these customers could have a
material adverse effect on our business, results of operations and financial
condition.

WE MAY BE ADVERSELY AFFECTED BY THE TREND TOWARDS RETAIL TRADE CONSOLIDATION.

With the growing trend towards retail trade consolidation, we are increasingly
dependent upon key retailers whose bargaining strength is growing. Our consumer
products businesses may be negatively affected by changes in the policies of
our retailer customers, such as inventory destocking, limitations on access to
shelf space, price demands and other conditions.

SALES OF SOME OF OUR PRODUCTS ARE SEASONAL AND WEATHER RELATED.

Sales of certain of our products, particularly our consumer products, are
seasonal. Sales of our home canning products generally reflect the pattern of
the growing season, and sales of our FoodSaver (Registered Trademark) products
generally are strongest in the fourth quarter preceding the holiday season.
Sales of these products may be negatively impacted by unfavorable weather
conditions and other market trends. Periods of drought, for example, may
adversely affect the supply and price of fruit, vegetables, and other foods
available for home canning. Sales of our consumer products may also be
adversely affected by the trend toward decreasing prices and increasing quality
of purchased preserved food products. Either or both of these factors could
have a material adverse effect on our business, results of operations and
financial condition.

WE DEPEND ON SUPPLIERS IN ASIA.

The vast majority of our FoodSaver (Registered Trademark) products are
manufactured by third party suppliers in China and Korea. Any adverse change
in, among other things, any of the following could have a material adverse
effect on our business, results of operations and financial condition:

o our relationship with these suppliers;

o the financial condition of these suppliers;

o our ability to import outsourced products; or

o these suppliers' ability to manufacture and deliver outsourced products on
a timely basis.

We cannot assure you that we could quickly or effectively replace any of our
suppliers if the need arose, and we cannot assure you that we could retrieve
tooling and molds possessed by any of our suppliers. Our dependence on these
few suppliers could also adversely affect our ability to react quickly and
effectively to changes in the market for our products. In addition,
international manufacturing is subject to significant risks, including, among
other things:

o labor unrest;

o political instability;

o restrictions on transfer of funds;

o domestic and international customs and tariffs;

o unexpected changes in regulatory environments; and

o potentially adverse tax consequences.

Labor in China has historically been readily available at relatively low cost
as compared to labor costs applicable in other nations. China has experienced
rapid social, political and economic change in recent years. We cannot assure
you that labor will continue to be available to us in China at costs consistent
with historical levels. A substantial increase in labor costs in China could
have a material adverse effect on our business, results of operations and
financial condition. Although China currently enjoys "most favored nation"
trading status with the United States, the U.S. government has in the past
proposed to revoke such status and to impose higher tariffs on products
imported from China. We cannot assure you that our business will not be
affected by the aforementioned risks, each of which could have a material
adverse effect on our business, results of operations and financial condition.

COMPETITION IN OUR INDUSTRIES MAY HINDER OUR ABILITY TO EXECUTE OUR BUSINESS
STRATEGY, ACHIEVE PROFITABILITY, OR MAINTAIN RELATIONSHIPS WITH EXISTING
CUSTOMERS.

We operate in highly competitive industries. We compete against numerous other
domestic and foreign companies, many of which are more established in their
industries and have substantially greater revenue or resources than we do. We
also face competition from the manufacturing operations of our current and
potential customers in our materials based group. A shift away from outsourcing
on behalf of our current or potential customers could have a material adverse
effect on our business, results of operations and financial condition.
Competition could cause price reductions, reduced profits or losses, or loss of
market share, any of which could have a material adverse effect on our
business.

To compete effectively in the future in the consumer products industry, among
other things, we must:

o maintain strict quality standards;

o develop new products that appeal to consumers; and

o deliver products on a reliable basis at competitive prices.

To compete effectively in the future in the materials based industry, among
other things, we must:

o provide technologically advanced manufacturing services;

o maintain strict quality standards;

o respond flexibly and rapidly to customers' design and schedule changes; and

o deliver products on a reliable basis at competitive prices.

Our inability to do any of these things could have a material adverse effect on
our business, results of operations and financial condition.

IF WE FAIL TO DEVELOP NEW OR EXPAND EXISTING CUSTOMER RELATIONSHIPS, OUR
ABILITY TO GROW OUR BUSINESS WILL BE IMPAIRED.

Growth in our consumer products and materials based groups depends to a
significant degree upon our ability to develop new customer relationships and
to expand existing relationships with current customers. We cannot guarantee
that new customers will be found, that any such new relationships will be
successful when they are in place, or that business with current customers will
increase. Failure to develop and expand such relationships could have a
material adverse effect on our business, results of operations and financial
condition.

WE CANNOT BE CERTAIN THAT OUR PRODUCT INNOVATIONS AND MARKETING SUCCESSES WILL
CONTINUE.

We believe that our future success will depend, in part, upon our ability to
continue to introduce innovative designs in our existing products and to
develop, manufacture and market new products. We cannot assure you that we will
be successful in the introduction, marketing and manufacturing of any new
products or product innovations, or develop and introduce in a timely manner
innovations to our existing products which satisfy customer needs or achieve
market acceptance. Our failure to develop new products and introduce them
successfully and in a timely manner would harm our ability to grow our business
and could have a material adverse effect on our business, results of operations
and financial condition.

WE MAY EXPERIENCE DIFFICULTY IN INTEGRATING ACQUIRED BUSINESSES, WHICH MAY
INTERRUPT OUR BUSINESS OPERATIONS.

We intend to grow through the acquisition of additional companies, including
the proposed acquisition of the business assets of Diamond Brands. We expect to
face competition for acquisition candidates, which may limit the number of
opportunities and may lead to higher acquisition prices. There can be no
assurance that we will be able to identify, acquire, or manage profitably
additional businesses or to integrate successfully any acquired businesses into
our existing business without substantial costs, delays or other operational or
financial difficulties. Further, acquisitions involve a number of special
risks, including failure of the acquired business to achieve expected results,
diversion of management's attention, failure to retain key personnel of the
acquired business and risks associated with unanticipated events or
liabilities, some or all of which could have a material adverse effect on our
business, results of operations and financial condition.

OUR OPERATIONS ARE SUBJECT TO A NUMBER OF FEDERAL, STATE AND LOCAL
ENVIRONMENTAL REGULATIONS.

Our operations are subject to Federal, state and local environmental and health
and safety laws and regulations including those that impose workplace standards
and regulate the discharge of pollutants into the environment and establish
standards for the handling, generation, emission, release, discharge,
treatment, storage and disposal of materials and substances including solid and
hazardous wastes. We believe that we are in material compliance with such laws
and regulations and that the cost of maintaining compliance will not have a
material adverse effect on our business, results of operations or financial
condition. While we do not anticipate having to make, and historically have not
had to make, significant capital expenditures in order to comply with
applicable environmental laws and regulations, due to the nature of our
operations and the frequently changing nature of environmental compliance
standards and technology, we cannot predict with any certainty that future
material capital expenditures will not be required.

WE MAY BE ADVERSELY AFFECTED BY REMEDIATION OBLIGATIONS MANDATED BY APPLICABLE
ENVIRONMENTAL LAWS.

In addition to operational standards, environmental laws also impose
obligations on various entities to clean up contaminated properties or to pay
for the cost of such remediation, often upon parties that did not actually
cause the contamination. Accordingly, we may become liable, either
contractually or by operation of law, for remediation costs even if the
contaminated property is not presently owned or operated by us, is a landfill
or other location where we have disposed wastes, or if the contamination

was caused by third parties during or prior to our ownership or operation of
the property. Given the nature of the past industrial operations conducted by
us and others at these properties, there can be no assurance that all potential
instances of soil or groundwater contamination have been identified, even for
those properties where an environmental site assessment has been conducted. We
do not believe that any of our existing remediation obligations, including at
third-party sites where we have been named a potentially responsible party,
will require material capital or operating expenditures or will otherwise have
a material adverse effect upon our business, results of operations or financial
condition. However, future events, such as changes in existing laws or policies
or their enforcement, or the discovery of currently unknown contamination, may
give rise to additional remediation liabilities that may be material.

WE DEPEND UPON KEY PERSONNEL.

We are highly dependent on the continuing efforts of our executive officers,
including Martin E. Franklin, our Chairman and Chief Executive Officer, and Ian
G.H. Ashken, our Vice Chairman and Chief Financial Officer, and we likely will
depend on the senior management of any significant business we acquire in the
future. Our business, results of operations and financial condition could be
materially adversely affected by the loss of any of these persons and the
inability to attract and retain qualified replacements.

WE ENTER INTO CONTRACTS WITH THE UNITED STATES GOVERNMENT AND OTHER
GOVERNMENTS.

We have entered into a contract with the United States government to supply
penny blanks to the United States Mint. We have also entered into a contract
with the Canadian government to supply penny blanks to the Royal Canadian Mint.
These contracts contain termination provisions customary for government
contracts. The United States government and Canadian government retain the
right to terminate these contracts at their convenience. These contracts are
also subject to reduction or modification in the event of changes in government
requirements or budgetary constraints.

Our largest metals customer is the United States Mint, which comprised
approximately 8% of our 2001 consolidated net sales (approximately 6% on a pro
forma basis). The United States Mint announced in the fourth quarter of 2001
that it was implementing an inventory reduction program for all coinage. In
addition, several times in recent years, proposed legislation has been
introduced which, if passed, could reduce or eliminate the circulation of the
penny. If production, use or demand for the U.S. penny is reduced, it could
have a material adverse effect on our business, results of operations and
financial condition.

OUR OPERATING RESULTS CAN BE ADVERSELY AFFECTED BY CHANGES IN THE COST OR
AVAILABILITY OF RAW MATERIALS.

Pricing and availability of raw materials for use in our businesses can be
volatile due to numerous factors beyond our control, including general,
domestic and international economic conditions, labor costs, production levels,
competition, import duties and tariffs and currency exchange rates. This
volatility can significantly affect the availability and cost of raw materials
for us, and may, therefore, have a material adverse effect on our business,
results of operations and financial condition.

During periods of rising prices of raw materials, there can be no assurance
that we will be able to pass any portion of such increases on to customers.
Conversely, when raw material prices decline, customer demands for lower prices
could result in lower sale prices and, to the extent we have existing
inventory, lower margins. As a result, fluctuations in raw material prices
could have a material adverse effect on our business, results of operations and
financial condition.

Some of the products we manufacture require particular types of glass, plastic,
metal or other materials. Supply shortages for a particular type of material
can delay production or cause increases in the cost of manufacturing our
products. This could have a material adverse effect on our business, results of
operations and financial condition.

OUR BUSINESS COULD BE ADVERSELY AFFECTED BECAUSE OF RISKS WHICH ARE PARTICULAR
TO INTERNATIONAL OPERATIONS.

On a pro forma basis, approximately 10.8% of Jarden's net sales in 2001 were
derived from sales outside of the United States. In addition, we anticipate
that international sales will be a growth area

for our consumer products business. International sales (and the international
operations of our customers) are subject to inherent risks which could
adversely affect us, including, among other things:

o fluctuations in the value of currencies;

o unexpected changes in and the burdens and costs of compliance with a
variety of foreign laws;

o political and economic instability;

o increases in duties and taxation; and

o reversal of the current policies (including favorable tax and lending
policies) encouraging foreign investment or foreign trade by our host
countries.

OUR PERFORMANCE CAN FLUCTUATE WITH THE FINANCIAL CONDITION OF THE RETAIL
INDUSTRY.

We sell our consumer products to retailers, including food, hardware, catalog
and mass merchants, in the United States and Canada. A significant
deterioration in the financial condition of our major customers could have a
material adverse effect on our sales and profitability. We continually monitor
and evaluate the credit status of our customers and attempt to adjust sales
terms as appropriate. Despite these efforts, a bankruptcy filing by a key
customer could have a material adverse effect on our business, results of
operations and financial condition.

In addition, as a result of the desire of retailers to more closely manage
inventory levels, there is a growing trend among retailers to make purchases on
a "just-in-time" basis. This requires us to shorten our lead time for
production in certain cases and more closely anticipate demand, which could in
the future require the carrying of additional inventories.

CLAIMS MADE AGAINST US BASED ON PRODUCT LIABILITY COULD HAVE A MATERIAL ADVERSE
EFFECT ON OUR BUSINESS.

As a producer and marketer of consumer products, we are subject to the risk of
claims for product liability. We maintain product liability insurance, but
there is a risk that our coverage will not be sufficient to insure against all
claims which may be brought against us, or that we will not be able to maintain
that coverage or obtain additional insurance covering existing or new products.
If a product liability claim exceeding our insurance coverage were to be
successfully asserted against us, it could have a material adverse effect on
our business, results of operations and financial condition.

WE DEPEND ON OUR PATENTS AND PROPRIETARY RIGHTS.

WE DEPEND ON A SINGLE MANUFACTURING FACILITY FOR CERTAIN ESSENTIAL PRODUCTS.

Certain of our products, including some using specially designed machines and
proprietary cutting technology, are manufactured at a sole company-owned
manufacturing facility. These facilities are subject to the normal hazards that
could result in material damage to such facilities. Damage to any of these
facilities, or prolonged interruption in the operations of any of these
facilities for repairs or other reasons, could have a material adverse effect
on our business, results of operations and financial condition.

CERTAIN OF OUR EMPLOYEES ARE REPRESENTED BY LABOR UNIONS.

Approximately 215 of our employees are covered by collective bargaining
agreements. These agreements expire at our domestic consumables facility
(Muncie, Indiana) on October 15, 2006 and at our metals facility (Greeneville,
Tennessee) on October 4, 2003. While we have not experienced a work stoppage,
slowdown or strike during the past five years and management believes that its
relationships with our collective bargaining units are good, no assurance can
be made that we will not experience a work stoppage, slowdown or strike in the
future. A work stoppage, slowdown or strike by our employees, or the employees
of our suppliers or customers, could have a material adverse effect on our
business, results of operations and financial condition.

OUR SIGNIFICANT INDEBTEDNESS COULD ADVERSELY AFFECT OUR FINANCIAL HEALTH, AND
PREVENT US FROM FULFILLING OUR OBLIGATIONS UNDER OUR DEBT.

We have a significant amount of indebtedness and will incur more debt if we
close the proposed acquisition of Diamond Brands and/or complete a debt
offering. Our significant indebtedness could:

o make it more difficult for us to satisfy our obligations with respect to
the debt securities;

o increase our vulnerability to general adverse economic and industry
conditions;

o limit our flexibility in planning for, or reacting to, changes in our
business and the markets in which we operate;

o place us at a competitive disadvantage compared to our competitors that
have less debt; and

o limit, among other things, our ability to borrow additional funds.

The following table sets forth our total debt, total stockholders' equity,
total capitalization and ratio of debt to total capitalization:

SEPTEMBER 30, 2002
-----------------------
(unaudited)
(dollars in thousands)

Total debt .................................... $ 217,290

Total stockholders' equity .................... 69,789
---------

Total capitalization .......................... $ 287,079
=========

Ratio of debt to total capitalization ......... 76%

The terms of our senior credit facility, the indenture that will govern the
debt securities, and the indenture governing our 9 3/4% senior subordinated
notes due 2012 allow us to issue and incur additional debt upon satisfaction of
certain conditions. See "Description of Senior Indebtedness" for a description
of our senior credit facility. If new debt is added to current debt levels, the
related risks described above could increase.

WE WILL REQUIRE A SIGNIFICANT AMOUNT OF CASH TO SERVICE OUR INDEBTEDNESS. OUR
ABILITY TO GENERATE CASH DEPENDS ON MANY FACTORS BEYOND OUR CONTROL.

Our ability to make payments on and to refinance our indebtedness, including
the debt securities, our 9 3/4% senior subordinated notes due 2012, and amounts
borrowed under our senior credit facility, and to fund planned capital
expenditures and expansion efforts and strategic acquisitions we may make in
the future, if any, will depend on our ability to generate cash in the future.
This, to a certain extent, is subject to general economic, financial,
competitive and other factors that are beyond our control.

Based on our current level of operations, we believe our cash flow from
operations, together with available cash and available borrowings under our
senior credit facility, will be adequate to meet future liquidity needs for at
least the next twelve months. However, we cannot assure you that our business
will generate sufficient cash flow from operations in the future, that our
currently anticipated growth in revenues and cash flow will be realized on
schedule or that future borrowings will be available to us under the senior
credit facility in an amount sufficient to enable us to service indebtedness,
including the debt securities, or to fund other liquidity needs. We may need to
refinance all or a portion of our indebtedness, including the debt securities,
our 9 3/4% senior subordinated notes due 2012, and our senior credit facility,
on or before maturity. We cannot assure you that we will be able to do so on
commercially reasonable terms or at all.

THE INDENTURE RELATED TO THE DEBT SECURITIES, OUR 9 3/4% SENIOR SUBORDINATED
NOTES DUE 2012, AND OUR SENIOR CREDIT FACILITY CONTAIN VARIOUS COVENANTS WHICH
LIMIT OUR MANAGEMENT'S DISCRETION IN THE OPERATION OF OUR BUSINESS.

Our senior credit facility, the indenture related to our 9 3/4% senior
subordinated notes due 2012, and the indenture related to the debt securities
contain various provisions that limit our management's discretion by
restricting our and our subsidiaries' ability to, among other things:

o incur additional indebtedness;

o pay dividends or distributions on, or redeem or repurchase, capital stock;

o make investments;

o engage in transactions with affiliates;

o incur liens;

o transfer or sell assets; and

o consolidate, merge or transfer all or substantially all of our assets.

In addition, our senior credit facility requires us to meet certain financial
ratios. Any failure to comply with the restrictions of our senior credit
facility, the indenture related to our 9 3/4% senior subordinated notes due
2012, the indenture related to the debt securities or any other subsequent
financing agreements may result in an event of default. An event of default may
allow the creditors, if the agreements so provide, to accelerate the related
debt as well as any other debt to which a cross-acceleration or cross-default
provision applies. In addition, the lenders may be able to terminate any
commitments they had made to supply us with further funds.

WE MAY NOT HAVE THE ABILITY TO RAISE THE FUNDS NECESSARY TO FINANCE THE CHANGE
OF CONTROL OFFER REQUIRED BY THE INDENTURE RELATED TO OUR 9 3/4% SENIOR
SUBORDINATED NOTES DUE 2012.

Upon the occurrence of certain specific kinds of change of control events, we
will be required to offer to repurchase all outstanding notes under the
indenture related to our 9 3/4% senior subordinated notes due 2012. However, it
is possible that we will not have sufficient funds at the time of the change of
control to make the required repurchase of these notes. In addition,
restrictions in our senior credit facility prohibit repurchases of the notes
unless a waiver is obtained from the lenders or our senior credit facility is
repaid in full. If we fail to repurchase the notes following a change of
control, we will be in default under the indenture related to the notes, which
will result in a cross-default under our senior credit facility. Any future
debt, including the debt securities, which we incur may also contain
restrictions on repayment of the notes. In addition, certain important
corporate events, such as leveraged recapitalizations, that would increase the
level of our indebtedness would not constitute a change of control under the
indenture related to the notes.

RISKS RELATED TO OUR COMMON STOCK

DELAWARE LAW AND OUR RIGHTS PLAN MAY LIMIT POSSIBLE TAKEOVERS.

Our certificate of incorporation makes us subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law. In general,
Section 203 prohibits publicly-held Delaware

corporations to which it applies from engaging in a "business combination" with
an "interested stockholder" for a period of three years after the date of the
transaction in which the person became an interested stockholder, unless the
business combination is approved in a prescribed manner. This provision could
discourage others from bidding for our shares and could, as a result, reduce
the likelihood of an increase in our stock price that would otherwise occur if
a bidder sought to buy our stock.

We have adopted a rights plan that provides that shares of our common stock
have associated preferred stock purchase rights. These rights become
exercisable and detachable from the associated common stock only on the tenth
day following a public announcement that a person or group has acquired, or
obtained the right to acquire, beneficial ownership of 15% or more of the
outstanding shares of our common stock or on the tenth business day (or such
later date as our board of directors will determine) following the commencement
of a tender offer or exchange offer that would result in a person or group
holding 15% or more of the outstanding shares of our common stock. The rights
entitle our stockholders, other than the person or entity that has acquired or
made an exchange or tender offer for 15% or more of our outstanding common
stock, to purchase shares of our series A junior participating preferred stock
or other capital stock and, in certain circumstances, would allow our
stockholders to acquire capital stock in an entity that acquires our company.
The exercise of these rights would make the acquisition of Jarden by a third
party more expensive to that party and has the effect of discouraging third
parties from acquiring our company without the approval of our board of
directors, which has the power to redeem these rights and prevent their
exercise. The preferred stock purchase rights are not presently exercisable and
will expire at the close of business on March 22, 2003, unless earlier redeemed
by us.

THE MARKET PRICE FOR OUR COMMON STOCK IS VOLATILE.

The market price for our common stock may be highly volatile. We believe that a
variety of factors, including announcements by us or our competitors, quarterly
variations in financial results, trading volume, general market trends and
other factors, could use the market price of our common stock to fluctuate
substantially. Additionally, the market in general, and our common stock in
particular, may be subject to increased volatility due to general economic
conditions and the terrorist attacks in New York and Washington, D.C. and any
resulting conflicts.

WE MAY ISSUE A SUBSTANTIAL AMOUNT OF OUR COMMON STOCK IN CONNECTION WITH FUTURE
ACQUISITIONS AND THE SALE OF THOSE SHARES COULD ADVERSELY AFFECT OUR STOCK
PRICE.

As part of our growth strategy, we anticipate issuing additional shares of our
common stock, preferred stock, and warrants. We may file other shelf
registration statements with the Securities and Exchange Commission that we may
use to sell shares of our common stock preferred stock, and warrants from time
to time in connection with acquisitions. To the extent that we are able to grow
through acquisitions for stock or warrants to purchase our stock, the number of
outstanding shares of common stock and/or preferred stock that will be eligible
for sale in the future is likely to increase substantially. Persons receiving
warrants or shares of our common or preferred stock in connection with these
acquisitions may be more likely to sell large quantities of their warrants and
stock which may influence the price of our common stock. In addition, the
potential issuance of additional shares in connection with anticipated
acquisitions could lessen demand for our common stock and result in a lower
price than would otherwise be obtained.

OUR STOCK PRICE MAY BE ADVERSELY AFFECTED IF OUR STOCKHOLDERS SELL SUBSTANTIAL
AMOUNTS OF OUR COMMON STOCK, OR OUR PREFERRED STOCK OR WARRANTS CONVERTIBLE
INTO OUR COMMON STOCK, IN THE PUBLIC MARKET FOLLOWING THE OFFERING.

If our stockholders sell substantial amounts of our common stock, or our
preferred stock or warrants convertible into our common stock, in the public
market following this offering, the market price of our common stock could
fall. These sales might make it more difficult for us to sell equity or
equity-related securities in the future at a time and price that we deem
appropriate and may require

us to issue greater amounts of our common stock to finance such acquisition.
Additional shares sold in this offering or to finance acquisitions may dilute
our earnings per share if the new operations' earnings are disappointing.

SINCE WE HAVE BROAD DISCRETION IN HOW WE USE THE NET PROCEEDS FROM THIS
OFFERING, WE MAY USE SUCH PROCEEDS IN WAYS WITH WHICH YOU DISAGREE.

We have not allocated specific amounts of the net proceeds from this offering
to any specific purpose. While we expect to use a portion of the net proceeds
from this offering to pay down our credit facility, our credit facility will
permit us to re-borrow that money at later times. Accordingly, our management
will have significant flexibility in applying the net proceeds of this
offering. The failure of management to use such funds effectively could have a
material adverse effect on our business, financial condition and operating
results.

RISKS RELATING TO THE DEBT SECURITIES

YOUR RIGHT TO RECEIVE PAYMENTS ON THE DEBT SECURITIES IS JUNIOR TO OUR EXISTING
SENIOR INDEBTEDNESS AND POSSIBLY ALL OF OUR FUTURE BORROWINGS. FURTHER, THE
GUARANTEES OF THE DEBT SECURITIES ARE JUNIOR TO ALL OF THE GUARANTORS' EXISTING
SENIOR INDEBTEDNESS AND POSSIBLY TO ALL THEIR FUTURE BORROWINGS.

The debt securities and the guarantees rank behind all of our and the
guarantors' existing senior indebtedness and all of our and the guarantors'
future senior indebtedness. See "Description of Senior Indebtedness" for a
description of our senior credit facility. As of September 30, 2002, the debt
securities and the guarantees were subordinated to approximately $53 million of
senior debt. In addition, our senior credit facility permitted up to
approximately $46 million of additional borrowings, subject to compliance with
the covenants and conditions to borrowing under the senior credit facility,
which borrowings would be senior to the debt securities and the guarantees. We
will be permitted to borrow substantial additional indebtedness, including
senior debt, in the future.

As a result of this subordination, upon any distribution to our creditors or
the creditors of the guarantors in a bankruptcy, liquidation or reorganization
or similar proceedings relating to us or the guarantors or our or the
guarantors' property, the holders of our senior debt and the senior debt of the
guarantors will be entitled to be paid in full in cash before any payment may
be made with respect to the debt securities or the guarantees.

In addition, all payments on the debt securities and the guarantees will be
blocked in the event of a payment default on senior debt and may be blocked for
up to 179 consecutive days in the event of certain non-payment defaults on
designated senior debt.

In the event of a bankruptcy, liquidation or reorganization or similar
proceeding relating to us or the guarantors, the indenture relating to the debt
securities will require that amounts otherwise payable to holders of the debt
securities in a bankruptcy or similar proceeding be paid to holders of senior
debt instead until the holders of senior debt are paid in full. As a result,
holders of the debt securities may not receive all amounts owed to them and may
receive less, ratably, than holders of trade payables and other unsubordinated
indebtedness in any such proceeding.

SINCE THE DEBT SECURITIES ARE UNSECURED, YOUR RIGHT TO ENFORCE REMEDIES IS
LIMITED BY THE RIGHTS OF HOLDERS OF SECURED DEBT.

In addition to being contractually subordinated to all existing and future
senior indebtedness, our obligations under the debt securities will be
unsecured while obligations under our senior credit facility will be secured by
substantially all of our assets and those of our subsidiaries. If we become
insolvent or are liquidated, or if payment under the senior credit facility is
accelerated, the lenders under the senior credit facility are entitled to
exercise the remedies available to a secured lender under applicable law. These
lenders have a claim on all assets securing the senior credit facility before
the holders of unsecured debt, including the debt securities.

NOT ALL OF OUR SUBSIDIARIES WILL GUARANTEE OUR OBLIGATIONS UNDER THE DEBT
SECURITIES, AND THE ASSETS OF THE NON-GUARANTOR SUBSIDIARIES MAY NOT BE
AVAILABLE TO MAKE PAYMENTS ON THE DEBT SECURITIES.

Our present and future domestic restricted subsidiaries will guarantee the debt
securities. Payments on the debt securities are only required to be made by us
and the subsidiary guarantors. As a result, no

payments are required to be made from assets of subsidiaries that do not
guarantee the debt securities, unless those assets are transferred by dividend
or otherwise to us or a subsidiary guarantor. On a pro forma basis, as of and
for the year ended December 31, 2001, the aggregate total assets and net sales
of our foreign subsidiaries, which represent all of our non-guarantor
subsidiaries, were $14.3 million and $15.3 million, respectively, or 4.6% and
3.6%, respectively, of our total assets and net sales.

In the event of a bankruptcy, liquidation or reorganization of any of the
non-guarantor subsidiaries, holders of their liabilities, including their trade
creditors, will be entitled to payment of their claims from the assets of those
subsidiaries before any assets are made available for distribution to us. As a
result, the debt securities are effectively subordinated to all indebtedness
and other liabilities of the non-guarantor subsidiaries.

A PUBLIC MARKET FOR THE DEBT SECURITIES MAY NOT DEVELOP.

There can be no assurance that a public market for the debt securities will
develop or, if such a market develops, as to the liquidity of the market. If a
market were to develop, the debt securities could trade at prices that may be
higher or lower than their principal amount. We do not intend to apply for
listing of the debt securities on any securities exchange or for quotation of
the debt securities on any automated quotation system. If an active public
market does not develop or continue, the market price and liquidity of the debt
securities may be adversely affected.

In addition, the liquidity of the trading market in the debt securities, and
the market price quoted for the debt securities, may be adversely affected by
changes in the overall market for high-yield securities and by changes in our
financial performance or prospects or in the prospects for companies in our
industry generally. As a result, you cannot be sure that an active trading
market will develop for the debt securities.

FEDERAL AND STATE STATUTES ALLOW COURTS, UNDER SPECIFIC CIRCUMSTANCES, TO VOID
GUARANTEES AND REQUIRE SECURITY HOLDERS TO RETURN PAYMENTS RECEIVED FROM
GUARANTORS.

If a bankruptcy case or lawsuit is initiated by unpaid creditors of any
guarantor, the debt represented by the guarantees entered into by the
guarantors may be reviewed under the Federal bankruptcy law and comparable
provisions of state fraudulent transfer laws. Under these laws, a guarantee
could be voided, or claims in respect of the guarantee could be subordinated to
certain obligations of a guarantor if, among other things, the guarantor, at
the time it entered into the guarantee:

o received less than reasonably equivalent value or fair consideration for
entering into the guarantee; and

o either:

o was insolvent or rendered insolvent by reason of entering into a
guarantee; or

o was engaged in a business or transaction for which the guarantor's
remaining assets constituted unreasonably small capital; or

o intended to incur, or believed that it would incur, debts or contingent
liabilities beyond its ability to pay them as they become due.

In addition, any payment by a guarantor could be voided and required to be
returned to the guarantor or to a fund for the benefit of the guarantor's
creditors under those circumstances.

If a guarantee of a subsidiary were voided as a fraudulent conveyance or held
unenforceable for any other reason, holders of the debt securities would be
solely creditors of our company and creditors of our other subsidiaries that
have validly guaranteed the debt securities. The debt securities then would be
effectively subordinated to all liabilities of the subsidiary whose guarantee
was voided.

The measures of insolvency for purposes of these fraudulent transfer laws will
vary depending upon the law applied in any proceeding to determine whether a
fraudulent transfer has occurred. Generally, however, a guarantor would be
considered insolvent if:

o the sum of its debts, including contingent liabilities, were greater than
the fair saleable value of all of its assets; or

o the present fair saleable value of its assets were less than the amount
that would be required to pay its probable liability on its existing
debts, including contingent liabilities, as they become absolute and
mature; or

o it could not pay its debts or contingent liabilities as they become due.

If the claims of the holders of the debt securities against any subsidiary were
subordinated in favor of other creditors of the subsidiary, the other creditors
would be entitled to be paid in full before any payment could be made on the
debt securities. If one or more of the guarantees is voided or subordinated, we
cannot assure you that after providing for all prior claims there would be
sufficient assets remaining to satisfy the claims of the holders of the debt
securities.

Based upon financial and other information, we believe that the guarantees are
being incurred for proper proposes and in good faith and that we, and our
subsidiaries that are guarantors, on a consolidated basis, are solvent and will
continue to be solvent after this offering is completed, will have sufficient
capital for carrying on our business after the issuance of the debt securities
and will be able to pay our debts as they mature. We cannot assure you,
however, as to the standard a court
would apply in making these determinations or that a court would agree with our
conclusions in this
regard.

FORWARD LOOKING STATEMENTS

Certain statements we make in this prospectus, and other written or oral
statements by us or our authorized officers on our behalf, may constitute
"forward looking statements" within the meaning of the Federal securities laws.
Forward-looking statements include statements concerning our plans, objectives,
goals, strategies, future events, future revenues or performance, capital
expenditures, financing needs, plans or intentions relating to acquisitions,
our competitive strengths and weaknesses, our business strategy and the trends
we anticipate in the industry and economies in which we operate and other
information that is not historical information. Words or phrases such as
"estimates," "expects," "anticipates," "projects," "plans," "intends,"
"believes" and variations of such words or similar expressions are intended to
identify forward-looking statements. All forward-looking statements, including,
without limitation, our examination of historical operating trends, are based
upon our current expectations and various assumptions. Our expectations,
beliefs and projections are expressed in good faith, and we believe there is a
reasonable basis for them, but we cannot assure you that our expectations,
beliefs and projections will be realized.

Before you invest in our common stock or debt securities, you should be aware
that the occurrence of the events described in the immediately above section
captioned "Risk Factors" and otherwise discussed elsewhere in this prospectus
or in materials incorporated in this prospectus by reference to our other
filings with the Commission, could have a material adverse affect on our
business, financial condition and results of operation.

The data included in this prospectus regarding markets and ranking, including
the size of certain markets and our position and the position of our
competitors within these markets, are based on independent industry
publications, reports of government agencies or other published industry
sources or our estimates based on management's knowledge and experience in the
markets in which we operate. Our estimates have been based on information
provided by customers, suppliers, trade and business organizations and other
contacts in the markets in which we operate. We believe these estimates to be
accurate as of the date of this prospectus. However, this information may prove
to be inaccurate because of the method by which we obtained some of the data
for our estimates or because this information cannot always be verified with
complete certainty due to the limits on the availability and reliability of raw
data, the voluntary nature of the data gathering process and other limitations
and uncertainties inherent in a survey of market size. As a result, you should
be aware that market, ranking and other similar data included in this
prospectus, and estimates and beliefs based on that data, may not be reliable.

USE OF PROCEEDS

Unless we indicate otherwise in the applicable prospectus supplement, we intend
to use the net proceeds from the sale of the securities for general corporate
purposes, which may include, but are not limited to, working capital, capital
expenditures and other potential acquisitions, and to make certain required
prepayments under our senior credit facility. See the section titled
"Description of Senior Indebtedness" for a detailed description of required
prepayments. We will set forth in the applicable prospectus supplement our
intended use for the net proceeds received from our sale of any securities.

RATIO OF EARNINGS TO FIXED CHARGES

Our ratio of earnings to fixed charges for the five years ended December 31,
2001 and the nine months ended September 30, 2002 are set forth below:

---------------------------------------------------------------------------
FOR THE NINE MONTHS
FOR THE YEAR ENDED DECEMBER 31, ENDED SEPTEMBER 30,
---------------------------------------------------------------------------
1997 1998 1999 2000 2001 2002
---------------------------------------------------------------------------

Ratio of earnings
to fixed charges 10.5 12.4 6.2 1.5 * 4.6
===========================================================================

* For the actual year ended December 31, 2001, the calculated ratio of earnings
to fixed charges is less than one-to- one and represents a deficiency of
approximately $125.6 million.

The ratios of earnings to fixed charges are calculated as follows:

(income before income taxes and minority interest) +
(fixed charges) - (capitalized interest)
-------------------------------------------------------
(fixed charges)

DESCRIPTION OF THE DEBT SECURITIES

This prospectus describes certain general terms and provisions of our debt
securities. When we offer to sell a particular series of debt securities, we
will describe the specific terms of the series in a supplement to this
prospectus. We will also indicate in the supplement whether the general terms
and provisions described in this prospectus apply to a particular series of
debt securities.

The debt securities are to be issued under an indenture between us and a
trustee, and may be supplemented or amended from time to time following its
execution. The indenture, and any supplemental indentures, will be subject to,
and governed by, the Trust Indenture Act of 1939, as amended (the "TIA").

The form of the indenture gives us broad authority to set the particular terms
of each series of debt securities, including the right to modify certain of the
terms contained in the indenture. The particular terms of a series of debt
securities and the extent, if any, to which the particular terms of the issue
modify the terms of the form of indenture will be described in the prospectus
supplement relating to the debt securities.

The statements made hereunder relating to the indenture and the debt securities
to be issued thereunder are summaries of certain provisions thereof and do not
purport to be complete and are subject to, and are qualified in their entirety
by reference to, all provisions of the indenture (including those terms made a
part of the indenture by reference to the TIA) and such debt securities. We
have filed a copy of the indenture as an exhibit to the registration statement.
Capitalized terms used in the summary below have the meanings specified in the
indenture.

GENERAL

The terms of each series of debt securities will be detailed or determined in
the manner provided in the indenture and any applicable supplemental indenture.
The particular terms of each series of debt securities will be described in a
prospectus supplement relating to the series, including any pricing supplement.

We will set forth in a prospectus supplement (including any pricing supplement)
relating to any series of debt securities being offered, the initial offering
price, the aggregate principal amount and the following terms of the debt
securities, if applicable:

o the title of the debt securities;

o any limit on the aggregate principal amount of the debt securities;

o the date or dates on which we will pay the principal on the debt
securities;

o the rate or rates at which the debt securities will bear interest, the date
or dates from which interest will accrue, the date or dates on which
interest will be payable and any regular record date for the interest
payable on any interest payment date;

o the place or places where principal of and any premium and interest on the
debt securities will be payable;

o whether the debt securities rank as senior subordinated debt securities or
subordinated debt securities;

o the terms of any guarantee of any debt securities;

o the terms and conditions upon which we may redeem the debt securities;

o any obligation we have to redeem or purchase the debt securities pursuant
to any sinking fund or analogous provisions or at the option of a holder
of debt securities;

o the denominations in which the debt securities will be issued, if other
than denominations of $1,000 and any integral multiple thereof;

o whether the debt securities will be issued in the form of certificated debt
securities or global debt securities;

o the portion of principal amount of the debt securities payable upon
declaration of acceleration of the maturity date, if other than the
principal amount;

o the currency, currencies, or currency units in which payment of the
principal of and any premium and interest debt securities will be made;

o if payments of principal of or any premium and interest on the debt
securities will be made in one or more currencies or currency units other
than that or those in which the debt securities are stated to be payable,
the currency, currencies, or currency units in which payment of principal
of or any premium and interest on the debt securities as to which such
election is made will be payable, and the periods within which and the
terms and conditions upon which such election is to be made;

o the manner in which the amounts of payment of principal of or any premium
or interest on the debt securities will be determined, if these amounts
may be determined by reference to an index, based upon a formula, or in
some other manner;

o whether, the ratio at which and the terms and conditions upon which, if
any, the debt securities will be convertible into or exchangeable for our
common stock or our other securities or securities of another person;

o any addition to or change in the events of default described in this
prospectus or in the indenture with respect to the debt securities and any
change in the acceleration provisions described in this prospectus or in
the indenture with respect to the debt securities;

o any addition to or change in the covenants described in this prospectus or
in the indenture with respect to the debt securities; and

o any other terms of the debt securities, which may modify or delete any
provision of the indenture as it applies to that series.

TRANSFER AND EXCHANGE

A holder will be able to transfer or exchange debt securities in accordance
with the indenture. The registrar and the trustee may require a holder, among
other things, to furnish appropriate endorsements and transfer documents in
connection with a transfer of debt securities. Holders may be required to pay
all taxes due on transfer.

EVENTS OF DEFAULT AND REMEDIES

An event of default means with respect to any series of debt securities, any of
the following:

o default in the payment of any interest upon any debt security of that
series when it becomes due and payable, and continuance of that default
for a period of 30 days;

o default in the payment of the principal of or premium, if any, on any debt
security of that series when it becomes due and payable;

o default in the making of any sinking fund payment when and as due in
respect of any debt security of that series;

o default in the performance, or breach, of any other material covenant or
warranty by us in the indenture (other than a default in the performance,
or breach, of a covenant or agreement that is specifically dealt elsewhere
in the indenture or that has been included in the indenture solely for the
benefit of a series of debt securities other than that series), which
default continues uncured for a period of 60 days after we receive written
notice from the trustee or we and the trustee receive written notice from
the holders of not less than a certain specified percentage in aggregate
principal amount of the then outstanding debt securities of that series as
provided in the indenture;

o any nonpayment or other default is made under any agreement or instrument
relating to any of our other indebtedness and such default shall have
continued after any applicable grace period and results in that
indebtedness becoming due prior to its stated maturity or occurs at the
final maturity of that indebtedness;

o certain events of bankruptcy, insolvency or reorganization; and

o any other event of default provided with respect to debt securities of that
series that is described in the applicable prospectus supplement
accompanying this prospectus.

No event of default with respect to a particular series of debt securities
(except as to certain events of bankruptcy, insolvency or reorganization)
necessarily constitutes an event of default with respect to any other series of
debt securities.

If an event of default with respect to debt securities of any series at the
time outstanding occurs and is continuing, then the trustee or the holders of
not less than a certain specified percentage in aggregate principal amount of
the then outstanding debt securities of that series may, by written notice to
us (and to the trustee if given by the holders), declare to be due and payable
immediately the principal (or, if the debt securities of that series are
discount securities, that portion of the principal amount as may be specified
in the terms of that series) of all debt securities of that series.

In the case of an event of default resulting from certain events of bankruptcy,
insolvency or reorganization, the principal of and premium, if any, and
interest of all outstanding debt securities will become and be immediately due
and payable without any declaration or other act by the trustee or any holder
of outstanding debt securities.

At any time after a declaration of acceleration with respect to debt securities
of any series has been made, but before the trustee has obtained a judgment or
decree for payment of the money due, the holders of a majority in aggregate
principal amount of the then outstanding debt securities of that series may,
subject to our having paid or deposited with the trustee a sum sufficient to
pay overdue interest and principal which has become due other than by
acceleration and certain other conditions, rescind and annul such acceleration
if all events of default, other than the nonpayment of accelerated principal
and premium with respect to debt securities of that series, have been cured or
waived as provided in the indenture. For information as to waiver of defaults
see the discussion under "--Amendment, Supplement and Waiver" below. We refer
you to the prospectus supplement relating to any series of debt securities that
are discount securities for the particular provisions relating to acceleration
of a portion of the principal amount of the discount securities upon the
occurrence of an event of default and the continuation of an event of default.

The indenture provides that the trustee will be under no obligation to exercise
any of its rights or powers under the indenture at the request of any holder of
outstanding debt securities, unless the trustee receives indemnity satisfactory
to it against any cost, liability or expense. Subject to certain rights of the
trustee, the holders of a majority in aggregate principal amount of the then
outstanding debt securities of any series shall have the right to direct the
time, method and place of conducting any proceeding for any remedy available to
the trustee or exercising any trust or power conferred on the trustee with
respect to the debt securities of that series.

The indenture provides that the trustee may withhold notice to the holders of
debt securities of any series of any event of default (except in payment on any
debt securities of that series) with respect to debt securities of that series
if it in good faith determines that withholding notice is in the interest of
the holders of those debt securities.

AMENDMENT, SUPPLEMENT AND WAIVER

Without notice to or the consent of any holders, we and the trustee enter into
one or more supplemental indentures for any of the following purposes:

o to evidence the succession of another entity to us and the assumption by
that successor of our covenants in the indenture and in the debt
securities;

o to add to the covenants for the benefit of the holders of all or any series
of debt securities, and if those covenants are to be for the benefit of
less than all series, stating that those covenants are expressly being
included solely for the benefit of that series, or to surrender any right
or power conferred upon us;

o to add any additional events of default;

o to add or change any of the provisions of the indenture to such extent as
may be necessary to permit or facilitate the issuance of debt securities
in bearer form, registrable or not registrable as to principal, and with
or without interest coupons, or to permit or facilitate the issuance of
Securities in uncertificated form

o subject to certain limitations, to add to, change, or eliminate any of the
provisions of the indenture in respect of any series of debt securities;

o to establish the form or terms of debt securities of any series as
permitted by the indenture;

o to evidence and provide for the acceptance of appointment of a separate or
successor trustee with respect to one or more series of debt securities
and to add to or change any of the provisions of the indenture as is
necessary to provide for or facilitate the administration of the trusts
thereunder by more than one trustee; or

o to cure any ambiguity, to correct or supplement any provision in the
indenture which may be defective or inconsistent with any other provision
in the indenture, or to make any other provisions with respect to matters
or questions arising under the indenture, provided that such action does
not adversely affect the interests of the holders of the debt securities
of any series in any material respect.

We and the trustee may, with some exceptions, amend or modify any indenture
with the consent of the holders of at least a majority in aggregate principal
amount of the outstanding debt securities of all series affected by the
amendment or modification. However, no amendment or modification may, without
the consent of the holder of each outstanding debt security affected thereby:

o change the stated maturity of the principal of, or any installment of
principal of or interest on, any debt security, or reduce the principal
amount thereof or the rate of interest thereon or any premium payable upon
the redemption thereof, or reduce the amount of the principal of an
original issue discount security that would be due and payable upon a
declaration of acceleration of maturity, or change the coin or currency in
which any premium or interest on any debt security is payable, or impair
the right to institute suit for the enforcement of any payment on or after
the stated maturity (or, in the case of redemption, on or after the
redemption date);

o reduce the percentages of holders whose consent is required for any
modification or waiver; or

o modify certain of the provisions in the indenture relating to supplemental
indentures and waivers of certain covenants and past defaults.

A modification which changes or eliminates any provision of an indenture
expressly included solely for the benefit of holders of debt securities of one
or more particular series or modifies the holders' rights will be deemed not to
affect the rights under the indenture of the registered holders of debt
securities of any other series.

The indenture provides that the holders of a majority in principal amount of
the outstanding debt securities of any series may on behalf of the holders of
all of the debt securities of that series waive any past default and its
consequences with respect to that series, except:

o a default in the payment of interest on or premium, if any, or the
principal of, any debt security of that series; or

o a default in respect of a covenant or provision of the indenture which
cannot be modified or amended without the consent of the holder of each
outstanding debt security of that series affected.

DEFEASANCE OF INDENTURE

Legal Defeasance

The indenture provides that, unless otherwise provided by the terms of the
applicable series of debt securities, we may be discharged from any and all
obligations in respect of the debt securities of any series (except for certain
obligations to register the transfer or exchange of debt securities of the
series, to replace stolen, lost or mutilated debt securities of the series, and
to maintain paying agencies and certain provisions relating to the treatment of
funds held by paying agents).

Covenant Defeasance

The indenture provides that, unless otherwise provided by the terms of the
applicable series of debt securities, upon compliance with certain conditions
we may omit to comply with certain covenants contained in the indenture, as
well as additional covenants contained in a supplement to the indenture and
that certain events of default under the indenture will not constitute a an
event of default with respect to the debt securities of that series.

In the case of either legal defeasance or covenant defeasance, we will be so
discharged upon the deposit with the trustee, in trust, of money and/or U.S.
Government Obligations that, through the payment of interest and principal in
accordance with their terms, will provide money in an amount sufficient in the
opinion of a nationally recognized firm of independent public accountants to
pay and discharge the principal of and premium and interest on the debt
securities of that series on the stated maturity of such payments in accordance
with the terms of the indenture and those debt securities.

This discharge may occur only if, among other things, we have delivered to the
trustee an officers' certificate and an opinion of counsel stating that we have
received from, or there has been published by, the United States Internal
Revenue Service a ruling or, since the date of execution of the indenture,
there has been a change in the applicable United States federal income tax law,
in either case to the effect that holders of the debt securities of such series
will not recognize income, gain or loss for United States federal income tax
purposes as a result of the deposit, defeasance and discharge and will be
subject to United States federal income tax on the same amount and in the same
manner and at the same times as would have been the case if the deposit,
defeasance and discharge had not occurred.

CONSOLIDATION, MERGER, SALE OR TRANSFER

We may not consolidate with or merge with or into any other person or transfer
all or substantially all of our properties and assets to any person unless,
among other things:

o either:

o we are the surviving or continuing corporation; or

o the person (if other than us) formed by such consolidation or into which
we are merged or the person which all or substantially all of our
properties and assets are transferred is a corporation duly organized and
validly existing under the laws of the United States, any state thereof
or the District of Columbia and expressly assumes, by a supplemental
indenture all of our obligations under the debt securities and the
indenture; and

o immediately after the transaction and the incurrence or anticipated
incurrence of any indebtedness to be incurred in connection with the
transaction, no default will exist.

DESCRIPTION OF CAPITAL STOCK

COMMON STOCK

The holders of our common stock, par value $0.01 per share, are entitled to one
vote for each share on all matters voted on by our stockholders, including the
election of directors. No holders of common stock have any right to cumulative
voting. Subject to any preferential rights of any outstanding series of
preferred stock created by our board of directors, the holders of our common
stock will be entitled to such dividends as may be declared from time to time
by our board of directors from funds available therefor. We currently do not
and do not intend to pay cash dividends on our common stock in the foreseeable
future, and, at this time, are restricted from doing so under the terms of our
credit facility.

In the event of a liquidation, dissolution or winding up, the holders of our
common stock are entitled to share ratably in all assets remaining after
payment of liabilities and the liquidation preference and other amounts owed to
the holders of our preferred stock. Holders of common stock have no preemptive
rights or rights to convert their common stock into any other securities. There
are no redemption or sinking fund provisions applicable to the common stock.
Subject to adjustment and certain limitations, each share of common stock has a
preferred stock purchase right that entitles the registered holder of the
common stock to purchase from us a unit consisting of one one-hundredth of a
share of our series A junior participating preferred stock, at an exercise
price of $45.00 per Right upon the happening of certain events. The preferred
stock purchase rights are not presently exercisable and will expire at the
close of business on March 22, 2003, unless earlier redeemed by us.

Our common stock is listed on the New York Stock Exchange under the symbol
"JAH."

PREFERRED STOCK

Our restated certificate of incorporation, as amended, authorizes our board of
directors to issue, without further stockholder action, up to 5,000,000 shares
of preferred stock, in one or more series, having a par value of $.01 per
share, 250,000 of which has been designated as Series A Junior Participating
Preferred Stock. The board of directors is authorized to fix for each such
series the designation and relative rights (including, if any, conversion,
participation, voting and dividend rights and stated redemption and liquidation
values), preferences, limitations and restrictions, as are stated in the
resolutions adopted by the board of directors and as are permitted by General
Corporation Law of the State of Delaware. One right to purchase one
one-hundredth of a share of Series A Junior Participating Preferred Stock is
attached to each outstanding share of our common stock.

DESCRIPTION OF WARRANTS

We may issue warrants to purchase debt securities, shares of preferred stock,
or shares or common stock. We may issue warrants independently or together with
any other securities we offer pursuant to a prospectus supplement and the
warrants may be attached to or separate from the securities. We will issue each
series of warrants under a separate warrant agreement that we will enter into
with a bank or trust company, as warrant agent. We will set forth additional
terms of the warrants and the applicable warrant agreements in the applicable
prospectus supplement.

Each warrant will entitle the holder to purchase the principal amount of debt
securities or the number of shares of preferred stock or common stock at the
exercise price set forth in, or calculable as set forth in, the applicable
prospectus supplement. The exercise price may be subject to adjustment upon the
occurrence of certain events, as set forth in the applicable prospectus
supplement. After the close of business on the expiration date of the warrant,
unexercised warrants will become void. The place or places where, and the
manner in which, warrants may be exercised shall be specified in the applicable
prospectus supplement.

The applicable prospectus supplement will describe the following terms, where
applicable, of the warrants in respect of which this prospectus is being
delivered:

o the title of the warrants;

o the aggregate number of the warrants;

o the price or prices at which the warrants will be issued;

o the designation, aggregate principal amount and terms of the securities
issuable upon exercise of the warrants and the procedures and conditions
relating to the exercise of the warrants;

o the designation and terms of any related securities with which the warrants
will be issued, and the number of warrants that will be issued with each
security;

o the date, if any, on and after which the warrants and the related debt
securities will be separately transferable;

o the price at which the securities purchasable upon exercise of the warrants
may be purchased;

o the date on which the right to exercise the warrants will commence, and the
date on which the right will expire;

o the maximum or minimum number of warrants which may be exercised at any
time;

o a discussion of certain U.S. federal income tax considerations applicable
to the exercise of the warrants; and

o any other terms of the warrants and terms, procedures and limitations
relating to the exercise of the warrants.

Holders may exchange warrant certificates for new warrant certificates of
different denominations, and may exercise warrants at the corporate trust
office of the warrant agent or any other office indicated in the applicable
prospectus supplement. Prior to the exercise of their warrants, holders of
warrants will not have any of the rights of holders of the securities
purchasable upon the exercise and will not be entitled to payments of
principal, premium or interest on the securities purchasable upon the exercise.

DESCRIPTION OF SENIOR INDEBTEDNESS

On April 24, 2002, we refinanced our existing senior indebtedness with a new
$100 million senior secured credit facility (the "Credit Facility") pursuant to
the terms of a Credit Agreement (the "Credit Agreement"), with Bank of America,
N.A., as Administrative Agent (the "Administrative Agent"), Swing Line Lender,
and L/C Issuer, Canadian Imperial Bank of Commerce, as Syndication Agent,
National City Bank of Indiana, as Documentation Agent, and the other Lenders
party thereto, including The Bank of New York, Fleet National Bank, Harris
Trust and Savings Bank, U.S. Bank National Association, Allfirst Bank,
Transamerica Business Capital Corporation, and Union Federal Bank of
Indianapolis.

The Credit Agreement, among other things, provides for a new senior credit
facility for up to $100 million of senior secured loans, consisting of a $50
million five-year revolving credit facility (the "Revolving Credit Facility")
and a $50 million five-year term loan facility (the "Term Loan Facility").

The Revolving Credit Facility includes up to an aggregate of $10 million in
standby and commercial letters of credit and up to an aggregate of $10 million
in swing line loans. As of June 30, 2002, we had not drawn any of the $50
million available under the Revolving Credit Facility, although we used $2.6
million of availability in connection with pre-existing letters of credit.

The Term Loan Facility was drawn in full, in the amount of $50 million, at the
closing of the Credit Facility and $48.75 million was outstanding as of
September 30, 2002 reflecting scheduled principal repayment since issuance.
Principal and interest under the Term Loan Facility are payable quarterly, in
accordance with a specified amortization schedule, with the final payment of
all amounts outstanding thereunder being due on April 24, 2007.

The Revolving Credit Facility and the Term Loan Facility bear interest at a
rate equal to (i) the Eurodollar Rate (as determined by the Administrative
Agent) pursuant to an agreed formula or (ii) a Base Rate equal to the higher of
(a) the Bank of America prime rate and (b) the federal funds rate plus .50%,
plus, in each case, an applicable margin ranging from .75% to 1.50% for Base
Rate loans and from 2.00% to 2.75% for Eurodollar Rate loans.

The Credit Agreement contains certain restrictions on the conduct of our
business, including, among other things, restrictions, generally, on:

o incurring debt, including any debt issued in connection with this
offering;

o disposing of certain assets;

o making investments;

o exceeding certain agreed capital expenditures;

o creating or suffering liens on our assets;

o completing certain mergers, consolidations, and with permitted exceptions,
acquisitions;

o declaring dividends;

o redeeming or prepaying other debt; and

o transactions with affiliates.

The Credit Agreement also requires us to maintain the following financial
covenants:

o our consolidated net worth may not be at any time less than the sum of:

o $30,000,000;

o an amount equal to 50% of our consolidated net income earned in each
fiscal quarter ending after December 31, 2001 (with no deduction for a
net loss in any such fiscal quarter); and

o an amount equal to 100% of the aggregate increases in the stockholders'
equity of Jarden and our subsidiaries after April 24, 2002 by reason of
the issuance and sale of our capital stock (including upon any conversion
of our debt securities into our capital stock);

o our total leverage ratio as of the end of any four-quarter period may not
be greater than the ratio set forth below opposite such four-quarter
period:

Four-Quarter Period ending closest to: Maximum Total Leverage Ratio
- -------------------------------------------- -----------------------------
September 30, 2002;
December 31, 2002;
March 31, 2003; 3.50 to 1.00
June 30, 2003; and
September 30, 2003

December 31, 2003;
March 31, 2004;
June 30, 2004; and 3.25 to 1.00
September 30, 2004

December 31, 2004 and thereafter 3.00 to 1.00

o our senior leverage ratio as of the end of any four-quarter period may not
be greater than the ratio set forth below opposite such four-quarter
period:

Four-Quarter Period ending closest to: Maximum Senior Leverage Ratio
- --------------------------------------------- ------------------------------
September 30, 2002;
December 31, 2002; and 2.00 to 1.00
March 31, 2003

June 30, 2003;
September 30, 2003;
December 31, 2003; 1.75 to 1.00
March 31, 2004;
June 30, 2004; and
September 30, 2004

December 31, 2004 and thereafter 1.50 to 1.00

; and

o our fixed charge ratio as of the end of any applicable period, beginning
with the period ending closest to September 30, 2002, may not be less than
1.25 to 1.00.

However, the Credit Agreement does not make any significant restrictions on our
or our domestic subsidiaries' ability to obtain funds from their respective
subsidiaries by dividend or loan.

The occurrence of certain events or conditions described in the Credit
Agreement (subject to grace periods in certain cases) constitutes an event of
default. If an event of default occurs, the Administrative Agent may, at the
request or consent of the Lenders, among other things, declare the entire
outstanding balance of principal and interest of all outstanding loans to be
immediately due and payable. The events of default include, among other things:

o our failure to pay any principal, interest, or other fees when due;

o any material judgment or order entered against us;

o any inaccuracy in the representations and warranties;

o failure to observe certain covenants under the Credit Agreement (including,
e.g., the financial covenants);

o bankruptcy, insolvency or receivership proceedings with respect to Jarden;
and

o a change of control of Jarden.

The Credit Agreement provides that we shall make required prepayments of the
Term Loan and Revolving Loan, including, among other things, upon the happening
of the following events:

o in the event that our total leverage ratio is greater than 3.00 to 1.00 as
of the end of any fiscal year, beginning with the fiscal year ending
December 31, 2002, we must make a prepayment in an amount equal to fifty
percent (50%) of the amount of excess cash flow, each such prepayment to
be made on the date our and our subsidiaries' financial statements for
such fiscal year are required to be delivered (or if earlier, the date
such financial statements are delivered) pursuant to the Credit Agreement;

o we must make, or must cause each applicable subsidiary to make, a
prepayment with respect to each private or public offering of equity
securities of Jarden or any of our subsidiaries (other than equity
securities issued to Jarden or a guarantor) in an amount equal to fifty
percent (50%) of the net proceeds of each issuance of equity securities of
the Jarden or any of our subsidiaries, each such prepayment to be made
within ten (10) business days of receipt of such proceeds and upon not
less than five (5) business days' prior written notice to the
Administrative Agent; however, no prepayment shall be required of the
first $10,000,000 of net proceeds in each fiscal

year of Jarden realized from (x) the issuance of equity securities in
connection with the exercise of any option, warrant or other convertible
security of Jarden or any of our subsidiaries or (y) the issuance, award
or grant of equity securities to eligible participants under a stock plan
of Jarden.

o we must make, or must cause each applicable subsidiary to make, a
prepayment in an amount equal to one hundred percent (100%) of the net
proceeds from each Disposition (as defined below) other than certain
Permitted Dispositions (as defined below), each such prepayment to be made
within ten (10) business days of receipt of the net proceeds thereof and
upon not less than five (5) business days' prior written notice to the
Administrative Agent. Disposition means the sale, transfer, license or
other disposition (including any sale and leaseback transaction) of any
property by any person, including any sale, assignment, transfer or other
disposal, with or without recourse, of any notes or accounts receivable or
any rights and claims associated therewith. A Disposition shall not
include (a "Permitted Disposition"):

o Dispositions of obsolete or worn out property, whether now owned or
hereafter acquired, in the ordinary course of business;

o Dispositions of inventory in the ordinary course of business;

o Dispositions by Jarden or any of our subsidiaries of equipment or real
property which is replaced by equipment or real property of substantially
equivalent or greater utility and value within ninety (90) days of the
date of disposition thereof, provided that if the fair market value of
the property so disposed of is greater than $3,000,000, the
Administrative Agent will have received notice of such disposition from
us not less than twenty (20) days prior to the consummation of such
disposition;

o Dispositions of property (i) by any of our subsidiaries to a guarantor,
(ii) by us or any guarantor to any guarantor, and (iii) by any of our
subsidiaries that is not a guarantor to any other of our subsidiaries
that is not a guarantor;

o any of our subsidiaries may merge with or transfer substantially all its
assets (upon voluntary liquidation or otherwise) to any guarantor,
provided that, if a merger, the guarantor must be the continuing or
surviving person, and provided further that if a transfer of assets in
the form of a sale by a subsidiary that is not a guarantor, the sale
shall be at fair market value and the aggregate amount of all such sales
will not exceed $5,000,000;

o any of our subsidiaries substantially all of whose assets consist of
other subsidiaries' securities or other equity securities in any person
may merge with or transfer substantially all its assets (upon voluntary
liquidation or otherwise) to us, provided that, if a merger, we will be
the continuing or surviving person, and provided further that if a
transfer of assets in the form of a sale by a subsidiary that is not a
guarantor, the sale will be at fair market value and the aggregate amount
of all such sales will not exceed $5,000,000;

o any of our subsidiaries that is not a guarantor may merge with or sell
substantially all its assets (upon voluntary liquidation or otherwise) to
any one or more subsidiaries that is not a guarantor; and

o Dispositions not otherwise permitted by above, so long as the aggregate
fair market value of all such property so disposed in any fiscal year of
Jarden does not exceed $35,000,000 and the net proceeds therefrom are
applied in accordance with the Credit Agreement;

o In the event that the net proceeds received from insurance carried with
respect to the collateral securing our obligations under the Credit
Agreement and the other loan documents is not completely and fully
utilized for the repair or replacement of such collateral, we must make,
or must cause each applicable subsidiary to make, a prepayment in an
amount equal to one hundred percent (100%) of the net proceeds received
with respect to such insurance that is not so utilized.

In connection with entering into the Credit Agreement, all of our domestic
subsidiaries, including Hearthmark, Inc., Alltrista Plastics Corporation,
Alltrista Newco Corporation, Alltrista Zinc Products, L.P., TriEnda
Corporation, Tilia, Inc. (formerly known as Alltrista Acquisition I, Inc.),
Tilia Direct, Inc. (formerly known as Alltrista Acquisition II, Inc.), and
Tilia International, Inc. (formerly known as Alltrista Acquisition III, Inc.),
and Quoin Corporation, have agreed to guarantee our obligations under the
Credit Agreement.

Pursuant to a securities pledge agreement, all obligations under the Credit
Agreement are secured by a security interest in all of the capital stock or
other equity interests of each of our existing or future direct or indirect
domestic subsidiaries, and 65% of the voting capital stock or other equity
interests and 100% of the nonvoting stock or other equity interests of each of
our (or any of our direct or indirect domestic subsidiaries') existing or
future direct foreign subsidiaries. Pursuant to the terms of a security
agreement and an intellectual property security agreement, the obligations
under the Credit Agreement are also secured by a security interest in
substantially all of the assets and properties of us and our domestic
subsidiaries.

The foregoing is a summary of the material provisions of the Credit Agreement
and certain of the documents entered into by us and our domestic subsidiaries
in connection therewith which are incorporated herein by reference.

PLAN OF DISTRIBUTION

We may sell securities to or through underwriters and also may sell securities
directly to purchasers or through agents. We will name any underwriter or agent
involved in the offer and sale of securities in the applicable prospectus
supplement.

We may distribute the securities from time to time in one or more transactions:

o at a fixed price or prices, which may be changed;

o at market prices prevailing at the time of sale;

o at prices related to such prevailing market prices; or

o at negotiated prices.

We may also, from time to time, authorize dealers, acting as our agents, to
offer and sell securities upon the terms and conditions set forth in the
applicable prospectus supplement. In connection with the sale of securities,
we, or the purchasers of securities for whom the underwriters may act as
agents, may compensate underwriters in the form of discounts, concessions or
commissions. Underwriters may sell the securities to or through dealers, and
those dealers may receive compensation in the form of discounts, concessions or
commissions from the underwriters and/or commissions from the purchasers for
whom they may act as agent. Underwriters, dealers and agents participating in
the distribution of securities may be deemed to be underwriters under the
Securities Act, and any discounts or commissions they receive from us and any
profit they realize on resale of the securities may be deemed to be
underwriting discounts and commissions under the Securities Act. We will
describe in the applicable prospectus supplement any compensation we pay to
underwriters or agents in connection with the offering of securities, and any
discounts, concessions or commissions allowed by underwriters to participating
dealers.

We may enter into agreements to indemnify underwriters, dealers and agents who
participate in the distribution of securities against certain liabilities,
including liabilities under the Securities Act.

To facilitate the offering of securities, certain persons participating in the
offering may engage in transactions that stabilize, maintain or otherwise
affect the price of the securities. This may include over-allotments or short
sales of the securities, which involve the sale by persons participating in the
offering of more securities than we sold to them. In these circumstances, these
persons would cover such over-allotments or short positions by making purchases
in the open market or by exercising their over-allotment option, if any. In
addition, these persons may stabilize or maintain the price of the securities
by bidding for or purchasing securities in the open market or by imposing
penalty bids,

whereby selling concessions allowed to dealers participating in the offering
may be reclaimed if securities sold by them are repurchased in connection with
stabilization transactions. The effect of these transactions may be to
stabilize or maintain the market price of the securities at a level above that
which might otherwise prevail in the open market. These transactions may be
discontinued at any time.

Certain of the underwriters, dealers or agents and their associates may engage
in transactions with and perform services for us in the ordinary course of our
business.

WHERE YOU CAN FIND MORE INFORMATION

We are subject to the informational requirements of the Exchange Act, and in
accordance therewith we are required to file periodic reports, proxy statements
and other information with the Commission. Such reports, proxy statements and
other information filed by us can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Room 1024, Washington, D.C. 20549, as well as the Regional Offices of the
Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661, at the prescribed rates. The Commission also maintains a site
on the World Wide Web that contains reports, proxy and information statements
and other information regarding registrants that file electronically. The
address of such site is http://www.sec.gov. The telephone number of the Public
Reference Room of the Commission is 1-800-SEC-0330. In addition, similar
information can be inspected at the New York Stock Exchange, 20 Broad Street,
New York, New York 10005.

With respect to the common stock, preferred stock, warrants, and debt
securities, this prospectus omits certain information that is contained in the
registration statement on file with the Commission, of which this prospectus is
a part. For further information with respect to us and our common stock,
preferred stock, warrants, and debt securities, reference is made to the
registration statement, including the exhibits incorporated therein by
reference or filed therewith. Statements herein contained concerning the
provisions of any document are not necessarily complete and, in each instance,
reference is made to the copy of such document filed as an exhibit or
incorporated by reference to the registration statement. The registration
statement and the exhibits may be inspected without charge at the offices of
the Commission or copies thereof obtained at prescribed rates from the public
reference section of the Commission at the addresses set forth above.

You should rely on the information contained in this prospectus and in the
registration statement as well as other information you deem relevant. We have
not authorized anyone to provide you with information different from that
contained in this prospectus. This prospectus is an offer to sell, or a
solicitation of offers to buy, securities only in jurisdictions where offers
and sales are permitted. The information contained in this prospectus is
accurate only as of the date of this prospectus, regardless of the time of
delivery of this prospectus or any sale or exchange of securities, however, we
have a duty to update that information while this prospectus is in use by you
where, among other things, any facts or circumstances arise which, individually
or in the aggregate, represent a fundamental change in the information
contained in this prospectus or any material information with respect to the
plan of distribution was not previously disclosed in the prospectus or there is
any material change to such information in the prospectus. This prospectus does
not offer to sell or solicit any offer to buy any securities other than the
common stock, preferred stock, warrants, and debt securities to which it
relates, nor does it offer to buy any of these securities in any jurisdiction
to any person to whom it is unlawful to make such offer or solicitation in such
jurisdiction.

EXPERTS

The consolidated financial statements of Jarden Corporation and subsidiaries
(formerly Alltrista Corporation and subsidiaries) appearing in its Annual
Report (Form 10-K/A) for the year ended December 31, 2001, have been audited by
Ernst & Young LLP, independent auditors, as set forth in their report thereon
included therein and incorporated herein by reference. Such consolidated
financial statements are incorporated herein by reference in reliance upon such
report given on the authority of such firm as experts in accounting and
auditing.

The consolidated financial statements of Tilia International, Inc. and its
subsidiaries incorporated by reference in this prospectus and elsewhere in the
registration statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto. Arthur
Andersen LLP has not consented to the inclusion of their report in this
prospectus, and we have dispensed with the requirement to file their consent in
reliance upon Rule 437a of the Securities Act of 1933. Because Arthur Andersen
LLP has not consented to the inclusion of their report in this prospectus, you
will not be able to recover against Arthur Andersen LLP under Section 11 of the
Securities Act for any untrue statements of a material fact contained in the
financial statements audited by Arthur Andersen LLP or any omissions to state a
material fact required to be stated therein.

LEGAL MATTERS

The validity of the securities offered hereby will be passed upon for us by
Kane Kessler, P.C., New York, New York. Any underwriters will be advised about
the other issues relating to any offering by their own legal counsel.

- --------------------------------------------------------------------------------

2,800,000 SHARES

[JARDEN CORPORATION LOGO OMITTED]

COMMON STOCK

----------------------------
PROSPECTUS SUPPLEMENT
September 25, 2003
----------------------------

JOINT BOOK RUNNING MANAGERS

CIBC WORLD MARKETS

BANC OF AMERICA SECURITIES LLC

--------------------

SUNTRUST ROBINSON HUMPHREY

WILLIAM BLAIR & COMPANY

- --------------------------------------------------------------------------------

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT
AND THE ACCOMPANYING PROSPECTUS. NO DEALERS, SALESPERSON OR OTHER PERSON IS
AUTHORIZED TO GIVE INFORMATION THAT IS NOT CONTAINED IN THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS. THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS IS NOT AN OFFER TO SELL NOR IS IT SEEKING AN OFFER TO
BUY THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT
PERMITTED. THE INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT AND THE
ACCOMPANYING PROSPECTUS IS CORRECT ONLY AS OF THE DATE OF THIS PROSPECTUS
SUPPLEMENT, REGARDLESS OF THE TIME OF THE DELIVERY OF THIS PROSPECTUS
SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS OR ANY SALE OF
THESE SECURITIES.