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) July 26, 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 July 26, 2004.
Item 12. Disclosure of Results of Operations and Financial Condition.
On July 26, 2004, we issued a press release announcing our 2004 second
quarter 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 a financial
measure that is not in accordance with generally accepted accounting principles
in the United States ("GAAP"). The Company has provided a reconciliation within
the earnings release of the non-GAAP financial measure to the most directly
comparable GAAP financial measure. 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.
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: July 26, 2004
JARDEN CORPORATION
By: /s/ Desiree DeStefano
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Name: Desiree DeStefano
Title: Senior Vice President