UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): February 12, 2004
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Jarden Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-21052 35-1828377
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(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
555 Theodore Fremd Avenue, Rye, New York 10580
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (914) 967-9400
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(Former name or former address, if changed since last report.)
Item 7. Financial Statements and Exhibits
(c) Exhibits. The following Exhibits are filed herewith as part of this
report:
Exhibit Description
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99.1 Press Release of Jarden Corporation, dated February 12, 2004
Item 9. Regulation FD
The following information is furnished under this Item 9 in
satisfaction of Item 12, "Disclosure of Results of Operations and Financial
Condition."
On February 12, 2004, we issued a press release announcing our 2003
fourth quarter and year end earnings. A copy of our press release announcing the
above is furnished herewith as Exhibit 99.1 and is incorporated herein by
reference.
The information furnished herein, including Exhibit 99.1, shall not be
deemed to be "filed" for purposes of Section 18 of the Securities Exchange Act
of 1934, nor shall it be deemed incorporated by reference in any filing under
the Securities Act of 1933.
The earnings press release furnished herewith contains financial
measures that are not in accordance with generally accepted accounting
principles in the United States ("GAAP"). The Company has provided
reconciliations within the earnings release of the non-GAAP financial measures
to the most directly comparable GAAP financial measures. EBITDA is presented in
this press release because the Company's credit facility and senior subordinated
notes contain financial and other covenants which are based on or refer to the
Company's EBITDA. Additionally, EBITDA is a basis upon which our management
assesses financial performance and we believe it is frequently used by
securities analysts, investors and other interested parties in measuring the
operating performance and creditworthiness of companies with comparable market
capitalization to the Company, many of which present EBITDA when reporting their
results. Furthermore, EBITDA is one of the factors used to determine the total
amount of bonuses available to be awarded to executive officers and other
employees. EBITDA is widely used by the Company to evaluate potential
acquisition candidates. Adjusted EBITDA and diluted earnings per share,
excluding non-cash restricted stock charge and net release of tax valuation
allowance, are presented in this press release because they are a basis upon
which the Company's management has assessed its financial performance in the
years presented. In addition, the Company's credit agreement has provided for
the non-cash restricted stock charge to be excluded in calculations used for
determining whether the Company is in compliance with certain credit agreement
covenants.
Item 12. Results of Operations and Financial Condition
See Item 9 per SEC Release 33-8216, March 27, 2003.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: February 12, 2004
JARDEN CORPORATION
By: /s/ Desiree DeStefano
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Name: Desiree DeStefano
Title: Senior Vice President