JARDEN CORPORATION
OFFER TO EXCHANGE ALL OUTSTANDING
9-3/4% SENIOR SUBORDINATED NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
FOR
9-3/4% SENIOR SUBORDINATED NOTES DUE 2012
WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
PURSUANT TO THE PROSPECTUS DATED [ ], 2003
To Depository Trust Company Participants:
We are enclosing herewith the materials listed relating to the offer by
Jarden Corporation (the "Company") to exchange up to $30,000,000 aggregate
principal amount of the Company's 9-3/4% Senior Subordinated Notes due 2012 to
be issued by the Company pursuant to an Indenture, dated as of April 24, 2002,
as amended, among the Company, the guarantors named therein and The Bank of New
York, pursuant to an offering registered under the Securities Act of 1933, as
amended (the "Securities Act"), for a corresponding principal amount of the
Company's issued and outstanding 9-3/4% Senior Subordinated Notes due 2012
issued by the Company pursuant to an Indenture, dated as of January 29, 2003, as
amended, among the Company, the guarantors named therein and The Bank of New
York, and registered under the Securities Act of 1933, as amended (the
"Securities Act") (the "Old Notes"). The offering by the Company shall be made
in accordance with the terms and subject to the conditions set forth in the
Prospectus dated [ ], 2003 (the "Prospectus") of the Company and the related
letter of transmittal (the "Letter of Transmittal"), in each case as amended or
supplemented from time to time (which together constitute the "Exchange Offer").
Capitalized terms used but not defined herein have the meaning given to such
terms in the Prospectus.
Enclosed herewith are copes of the following documents:
1. Prospectus dated [________________________ ], 2003;
2. Letter of Transmittal;
3. Notice of Guaranteed Delivery;
4. Instruction to Book-Entry Transfer Participant from Owner;
5. Letter which may be sent to your clients for whose account you
hold Old Notes in your name or in the name of your nominee, to
accompany the instruction form referred to above, for obtaining
such client's instruction with regard to the Exchange Offer.
WE URGE YOU TO CONTACT YOUR CLIENTS PROMPTLY. PLEASE NOTE THAT THE
EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY TIME, ON
[_________________________________ ], 2003, UNLESS EXTENDED.
The Exchange Offer is not conditioned upon any minimum number of Old
Notes being tendered.
To participate in the Exchange Offer, a beneficial holder (a "Holder")
of Old Notes must cause a DTC Participant to tender such Holder's Old Notes to
the account of The Bank of New York (the "Exchange Agent") maintained at The
Depository Trust Company ("DTC") for the benefit of the Exchange Agent through
DTC's Automated Tender Offer Program ("ATOP"), including transmission of a
computer-generated message that acknowledges and agrees, on behalf of the DTC
Participant and the beneficial owners of tendered Old Notes, to be bound by the
terms of the Letter of Transmittal. By complying with DTC's ATOP procedures with
respect to the Exchange Offer, the DTC Participant confirms, on behalf of itself
and the beneficial owners of tendered Old Notes, all provisions of the Letter of
Transmittal applicable to it and such beneficial owners as fully as if it had
completed, executed and returned the Letter of Transmittal to the Exchange
Agent.
Pursuant to the Letter of Transmittal, each Holder of Old Notes will
represent to the Company that (i) it is not an affiliate (as defined in Rule 405
under the Securities Act) of the Company; (ii) it is not a broker-dealer
tendering Old Notes acquired for its own account directly from the Company;
(iii) any New Notes to be received by it will be acquired in the ordinary course
of its business; and (iv) it is not engaged in, and does not intend to engage
in, a distribution of such New Notes and has no arrangement or understanding to
participate in a distribution of New Notes. If a holder of Old Notes is engaged
in or intends to engage in a distribution of New Notes or has any arrangement or
understanding with respect to the distribution of New Notes to be acquired
pursuant to the Exchange Offer, such holder may not rely on the applicable
interpretations of the staff of the Commission and must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any secondary resale transaction.
The enclosed Instruction to the Book-Entry Transfer Participant from
Owner contains an authorization by the beneficial owners of the Old Notes for
you to make the foregoing representations.
The Company will not pay any fee or commission to any broker or dealer
or to any other persons (other than the Exchange Agent) in connection with the
solicitation of tenders of Old Notes pursuant to the Exchange Offer.
Additional copies of the enclosed material may be obtained from The
Bank of New York, Corporate Trust Operations, Reorganization Unit, 101 Barclay
Street - 7 East, New York, NY 10286, Attention: Diane Amoroso, Telephone No.
(212) 815-3738, Facsimile No. (212) 298-1915.
JARDEN CORPORATION
By:
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Name: Desiree DeStefano
Title: Senior Vice President
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NOTHING CONTAINED HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU THE
AGENT OF JARDEN CORPORATION OR AUTHORIZE YOU TO USE ANY DOCUMENT OR MAKE ANY
STATEMENT ON ITS BEHALF IN CONNECTION THE EXCHANGE OFFER OTHER THAN THE
DOCUMENTS ENCLOSED HEREWITH AND THE STATEMENTS CONTAINED THEREIN.
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