DISTRICT COURT SOUTHERN DISTRICT OF NEW YOR K

CHRIS WHITEMYER, Individually and On Behalf Case No. Of All Others Similarly Situated, CLASS ACTION COMPLAINT FOR Plaintiff, VIOLATIONS OF THE FEDERAL SECURITIES LAW S vs. JURY TRIAL DEMANDED JARDEN CORP ., MARTIN E . FRANKLIN, and IAN G.H. ASHKEN,

Defendants.

Plaintiff, Chris Whitemyer ("Plaintiff '), upon the investigation of Plaintiffs counsel ,

which included, among other things, a review of the defendants' public documents, conferenc e

calls and announcements made by defendants, United States Securities and Exchang e

Commission ("SEC") filings, wire and press releases published by and regarding Jarden Corp .

("Jarden" or the "Company") Securities analysts' reports and advisories about the Company, an d

information readily available on the Internet .

NATURE OF THE ACTION

1 . This is a federal class action on behalf of purchasers of the common stock of

Jarden between June 29, 2005 and January 11, 2006, inclusive (the "Class Period"), seeking t o

pursue remedies under the Securities Exchange Act of 1934 (the "Exchange Act")

JURISDICTION AND VENUE

2. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) o f

the Exchange Act, (15 U .S .C. §§ 78j(b) and 78t(a)), and Rule lOb-5 promulgated thereunder (1 7

C.F.R. §240.10b-5) .

-1- 3. This Court has jurisdiction over the subject matter of this action pursuant to §27 of the Exchange Act (15 U.S.C. §78aa) and 28 U .S .C . § 1331 .

4. Venue is proper in this Judicial District pursuant to §27 of the Exchange Act, 1 5

U.S .C. § 78aa and 28 U.S.C. § 1391(b) . Many of the acts and transactions alleged herein, including the preparation and dissemination of materially false and misleading information, occurred in substantial part in this Judicial District. Additionally, the Company maintains a principal executive office in this Judicial District.

5. In connection with the acts, conduct and other wrongs alleged in this complaint , defendants, directly or indirectly, used the means and instrumentalities of interstate commerce , including but not limited to, the United States mails, interstate telephone communications an d the facilities of the national Securities exchange .

PARTIES

6. Plaintiff, Chris Whitemyer, as set forth in the accompanying certification , incorporated by reference herein, purchased Jarden Securities at artificially inflated prices durin g the Class Period and has been damaged thereby .

7. Defendant Jarden is a Delaware corporation that maintains its principal executiv e offices at 555 Theodore Fremd Avenue, Suite B-302, Rye, NY 10580 .

8. Defendant Martin E. Franklin ("Franklin") is and was at all relevant times the

Company's Chairman and Chief Executive Officer .

9. Defendant Ian G .H. Ashken ("Ashken") is and was at all relevant times the

Company's Chief Financial Officer .

10. Defendants Franklin and Ashken are collectively referred to herein as th e

"Individual Defendants ." The Individual Defendants, because of their positions with th e

-2- Company, possessed the power and authority to control the contents of Jarden quarterly reports , press releases and presentations to Securities analysts, money and portfolio managers and institutional investors, i .e., the market. Each defendant was provided with copies of the

Company's reports and press releases alleged herein to be misleading prior to or shortly afte r their issuance and had the ability and opportunity to prevent their issuance or cause them to b e corrected. Because of their positions and access to material non-public information available t o them but not to the public, each of these defendants knew that the adverse facts specified herei n had not been disclosed to and were being concealed from the public and that the positiv e representations which were being made were then materially false and misleading. The

Individual Defendants are liable for the false statements pleaded herein, as those statements wer e each "group-published" information, the result of the collective actions of the Individua l

Defendants .

SUBSTANTIVE ALLEGATIONS

Background

11 . Jarden is a leading provider of niche consumer products used in and around th e home. Jarden operates in three primary business segments through a number of well recognized brands, including; Branded Consumables: Ball®, Bee ®, Bicycle®, Crawford®, Diamond® ,

Forster®, Hoyle®, Kerr®, Lehigh®, Leslie-Locke® and Loew-Cornell® ; Consumer Solutions :

Bionaire®, Crock-Pot®, ®, FoodSaver®, Harmony®, Health o meter, Holmes® ,

Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and Whit e

MountainTM; and Outdoor Solutions : ® and ® .

12. Much of Jarden's revenue growth is attributable to two acquisitions completed in

2005: American Households, Inc . (the previously bankrupt Sunbeam Corp .) and Holmes Group

-3- Inc., a consumer products company which makes and distributes popular home products , including the Crock Pot slow cooker and Rival brand kitchen wares.

13. The acquisition of American Households, Inc . ("AHI"), originally announced in

September 2004, placed a considerable strain upon Jarden. At the end of 2004, Jarden had working capital of slightly more than $200 million but was required to come up with th e resources to pay AHI's former owners and creditors $ 845 .6 million to complete the acquisition, which would triple Jarden's revenue . To do so, defendants constructed a financing packag e which had as its bedrock the sale of $350 million worth of preferred stock (the "Convertible

Preferred") to private equity firms Warburg Pincus LLC ("Warburg") and Catterton Partner s

("Catterton"). Without this stock sale, it was unlikely that Jarden could have raised the sum necessary for the AHI acquisition solely from traditional funding sources .

14. The Convertible Preferred stock was sold in burdensome terms for Jarden : Jarden was forced to pay the Convertible Preferred investors stock dividendsp ; Jarden ceded a degree of managerial control and oversight to the Convertible Preferred investors' Board of Directors designee; and Jarden was forced to repay the Convertible Preferred on a schedule which had th e potential to interfere with Franklin's ambitious long-term acquisition plans . Defendants knew that the quickest way to escape these constraints was to force the conversion of some or all of th e

Convertible Preferred stock into common stock . Under the selling terms of the Convertible

Preferred stock, a conversion could only be forced if Jarden's stock increased considerably .

15 . Days before the start of the Class Period, on June 23, 2005, defendant Frankli n entered into a new employment agreement . Under the terms of his new employment agreement, defendant Franklin was bestowed extraordinary benefits, which would vest if Jarden's stock rose above the contractual target price needed to force the conversion of the Convertible Preferre d

-4- stock. Pursuant to the new employment agreement, defendant Franklin received a grant of up to

915,000 shares of Jarden stock, half of which vested on November 1, 2005 if, prior to that time ,

Jarden's stock rose to $56 per share of a certain number of trading days, and the other half veste d if the stock rose to $64 per share. At the time that the new employment agreement was signed ,

Jarden' s closing stock was at $51 .34 per share, making the first batch of 457,500 shares wort h

$23 .5 million. If these shares vested when the stock price hit $56 per share (and remained ther e for a number of days), defendant Franklin stood to walk away with stock worth approximatel y

$25 .6 million, which represented almost 14 percent of his base salary. Given this, defendant

Franklin had great incentive to boost Jarden's stock price.

Materially False and Misleading Statements Issued During the Class Period

16. The Class Period commences on June 29, 2005. At that time, Jarden issued a press release with the headline "Jarden Corporation Announces Definitive Agreement to Acquir e

The Holmes Group, Inc." Therein, the Company stated :

Jarden Corporation (NYSE: JAH), a leading global provider of niche branded consumer products, announced today a definitive agreement to acquire privately-held The Holmes Group, Inc . ("Holmes") in a transaction valued on a debt free basis at approximately $625 million, consisting of approximately $420 million in cash and 4.1 million shares of Jarden common stock . Holmes is a leading manufacturer and distributor of select home environment and small kitchen electrics under well-recognized consumer brands, including Bionaire(R), Crock-Pot(R), Harmony(R), Holmes(R), Patton(R), Rival(R), Seal-a-Meal(R) and White Mountain(TM). The transaction is expected to be immediately accretive to earnings and close during the third quarter, subject to customary closing conditions . The Company's waiting period for Hart-Scott-Rodino approval has already expired.

Founded in 1982, Holmes supplies consumer products for the home environment and kitchen markets. Holmes' established relationships with major customers and its new product development expertise has enabled it to secure leading market

-5- positions across major product categories on a global basis, including Crock-Pot(R) slow-cookers, Rival(R) roasters and deep fryers, and Bionaire(R) air purifiers and seasonal humidifiers .

During the past three years, Jarden has steadily built a broad portfolio of category leading products and brands used in and around the home, both organically and through strategic acquisitions, including the Company's 2005 acquisition of American Household, Inc . The acquisition of Holmes will create new international cross-selling and distribution opportunities across Jarden's existing brand portfolio, particularly in Europe . Holmes has also developed its own state-of-the-art manufacturing, distribution and new product development facilities in China within the last five years, having had an active manufacturing presence in China for over fifteen years .

Holmes has annual revenues of approximately $700 million and an adjusted non-GAAP EBITDA ofapproximately $95 million. Based on a $625 million enterp rise value for the business, the acquisition multiple is approximately 6 .5 times the adjusted non-GAAP EBITDA run rate, before any synergies.

Due to the share issuance related to the Holmes transaction, the Company's Board has approved a stock repurchase program of one million shares. Jarden intends to buy back up to one million shares of Jarden common stock in the second half of 2005, which is expected to be funded from free cash flow generated during this same period.

Commenting on the transaction, Martin E . Franklin, Jarden's Chairman and Chief Executive Officer, said, "Today's announcement represents another important step in Jarden's long- term plan to grow and diversify our portfolio of niche branded consumer products into a world class consumer products company . Holmes' premier brands, leading market shares in their respective niche markets and robust international operations fit well with our established operating criteria. In fact, given the complementary nature of the businesses and compelling rationale for a combination, Holmes had numerous meetings in the past several years to discuss a strategic combination with American Household, prior to its acquisition by Jarden . With its history of strong earnings, margins and cash flow, Holmes is expected to be a positive addition to Jarden's growing product mix. In addition, we are acquiring a talented workforce with a proven track record of maintaining margin discipline, while supporting their brands an d

-6- new product development in order to grow the top line organically. "

Holmes' principal shareholders are Berkshire Partners, a Boston- based private equity firm, and Jordan (Jerry) A. Kahn, the founder and CEO of the business . Commenting on the transaction, Mr . Kahn, said, "I have been building The Holmes Group for nearly 25 years and believe that the combination with Jarden will create significant new growth opportunities that Holmes could not have capitalized on as a st and alone, private company. I have been encouraged by the enthusiasm Martin and his team have shown for our business and employees and look forward to helping ensure the combination of Holmes into Jarden is a success."

Mr. Franklin concluded, "It has been a pleasure working with Jerry during our negotiations and I look forward to his positive contribution to Jarden as a consultant post-closing. After completion of the transaction, Jarden is expected to have annualized sales of approximately $3 .4 billion and over 16,000 employees located around the globe."

The cash portion of the transaction will be financed through a combination of available cash and a $350 million add-on to the Company's senior secured term loan B facility. Citigroup Global Markets and CIBC World Markets have acted as primary financial advisors to Jarden and will act as lead arrangers of the financing.

17 . Jarden also held a teleconference on June 29, 2005 . Therein, defendant Frankli n delivered good news that the Holmes acquisition would greatly increase Jarden's revenues and improve its gross margins. During the call, defendant Franklin emphasized Holmes's historical

EBITDA margins, including EBITDA in 2004 of $95 million. Additionally, defendant Franklin stated:

Another advantage of Holmes is their established and effective infrastructure in China . By having an infrastructure in place that allows the opportunity to create additional Jarden wide operational efficiencies. These efficiencies range from logistics opportunity to the beginning the process of understanding how to further sell and distribute products into the Asian markets, including China . There are many different Jarden products that we believe will sell well in the Chinese market and we plan to start exploring this opportunity as part of our longer-term strategy for the region, followin g

-7- successful integration of the business . While these are indeed longer range planning methods, I wanted to mention it to help you gain additional insight into the value of this acquisition presents for Jarden, both in the short-term and further down the road .

As mentioned earlier the Holmes transaction met all of our key acquisition criteria . A number of its brands are synonymous with the categories they serve and while some of these categories may be relatively mature, Holmes has continued to innovate in the market, driving consumer interest while protecting margins . The business has impressive cash flows in the second half of the year and the management team is strong, experienced and eager for the opportunity to take Holmes brands to the next level . Importantly, Holmes has a similar entrepreneurial cultural culture to that of Jarden, which bodes well for maximizing the synergistic opportunities the transaction will create .

From a financial as well as operational perspective we believe that the Holmes acquisition is extremely attractive for our existing and new shareholders. The transaction further diversifies our product offerings giving us annualized revenue run-rate of approximately $3 .4 billion. The gross margins are similar to our existing business at 27% but the transaction will help improve the time line we established for following the American Household acquisition of returning Jarden to 15% + EBITDA margins within the next three to five years. It is not a usual custom to give guidance to the street . But with June drawing to a closing and given the size of this transaction, I have asked Ian to give you a brief overview of Jarden's Q2 outlook and the impact of the Holmes transaction on earnings for 2005 .

18 . Moreover, defendant Ashken stated:

The Holmes transaction should offer a number of synergies . We have not fully quantified these yet, but are comfortable that we will achieve at least $15 million of cost savings within the next 24 months. This will further help to expand margins . Holmes's historical adjusted EBITDA margins of 13 to 14% will help Jarden drive towards its overall EBITDA margins .

19 . As a result of the defendants' positive statements, Jarden's stock price rose from

$50.22 per share on the previous trading day, to $55.20 per share on June 29, 2005 (pre-spil t adjusted).

-8- 20. On August 8, 2005, Jarden announced that it had exercised its right to convert al l outstanding principal and accrued dividends of its Series B preferred stock into common stock, effective August 14, 2005 . Upon conversion, Jarden would no longer be subject to the dilutiv e effect of the paid-in-kind dividends associated with the preferred stock . Following the conversion, Jarden would have approximately 70 million fully diluted shares outstanding, wit h

Warburg Pincus LLC and its affiliates owning approximately 21 % ofthe fully diluted share s

21 . On October 27, 2005, Jarden issued a press release to announce its financial results for the three and nine months ended September 30, 2005 . Therein, the Company stated :

Third quarter net sales increased 284% to $938 million compared to $245 million for the same period last year. Net income for the third quarter of 2005 increased by 14.1% to $25 .4 million from $22.3 million for the same period last year. Income available to common stockholders for the third quarter of 2005 was $24.0 million or $0.40 per diluted share, compared to $0 .53 per diluted share in the prior year period. On a non-GAAP basis, adjusted net income was $ 50.7 million or $0.74 per diluted share for the three months ended September 30, 2005, a 39 .6% increase over the same period last year. Please see the schedule accompanying this release for the reconciliation of GAAP to non -GAAP net income and diluted earnings per common share . Current amounts include the results of operations from the US Playing Card, American Household and Holmes Group businesses , which were acquired in June 2004, January 2005 and July 2005 , respectively .

Martin E. Franklin, Chairman and Chief Executive Officer, commented, "Our businesses produced another record quarter . Our strong operating performance in the face of tough macro economic conditions shows the resilience of our diversified portfolio of brands and markets has paid off. These positive results were driven by organic growth in our Consumer Solutions and Outdoor Solutions segments, coupled with continuing synergy programs across all of our business segments. As always, credit goes to our employees whose continued hard work has enabled us to meet and exceed our stated financial and strategic objectives . We are confident that our cash flow and other financial goals for 2005 should be achieved, which sets a platform for further success in 2006."

-9- For the nine months ended September 30, 2005, net sales increased 268% to $2,214 million compared to $602 million for the same period last year . Net income for the nine months ended September 30, 2005 increased 27.1% to $58.2 million from $45 .8 million for the same period last year . Income available to common stockholders was $9 .6 million or $0.19 per diluted share for the nine months ended September 30, 2005, compared to income of $1 .08 per diluted share in the prior year period . On a non-GAAP basis, adjusted net income was $104 .7 million or $1 .60 per diluted share for the nine months ended September 30, 2005, a 48 .1% increase over the same period last year .

Mr. Franklin concluded, We are very pleased with our year to date results. We remain focused on driving organic growth and improving margins by investing in our brands and developing innovative, compelling new product offerings that meet the needs of our consumers. We are excited about the opportunities 2006 will bring as we prepare to enter the second year of our stated three to five year strategic plan ."

22. The statements contained in It 16-18 and 21 were materially false and misleadin g when made because defendants failed to disclose or indicate the following: (1) that the merger between Jarden and Holmes Group, Inc . ("Holmes") was plagued by integration problems ; (2) that the statements concerning growth from the Holmes acquisition were inherently unreliable because Holmes had no reasonable way to repeat its performance in 2005 due to the loss of tens of million of dollars in revenue from a deal Holmes had with Procter & Gamble; (3) that the

Company's statements concerning the Holmes acquisition were based on overly optimisti c forecasts; and (4) that as a result of this, the Company's statements concerning its financial well- being were lacking in a reasonable basis when made.

The Truth Begins to Emerge

23 . On January 12, 2006, prior to the opening of the market, Jarden held a conferenc e cal to discuss its year end financial results. On the call, defendant Franklin stated :

The purpose of the call today is to discuss Jarden's performance in Q4 ahead of our scheduled February 14th earnings release date, a s

-10- well as to preview the outlook for our business as we enter the New Year.

2005 was an incredible year in the development of Jarden, with the integration of two significant acquisitions bringing our annualized revenue base to approximately $3 .5 billion. The integration of the Coleman and legacy Sunbeam businesses was a major high point of the year, with both businesses performing well above our expectations despite the integration process and related management and cultural changes .

We've not completed our year-end procedures or audit, so all of the numbers referenced on this conference call are estimates and subject to finalization of the year-end financial statements next month.

On the financial front we ended the year with strong sales, with estimated Q4 revenue of over $960 million. Most satisfying was that we finished the year with an organic growth rate of approximately 3 .5%, well ahead of our stated goal for 2005 and in line with our longer-term organic growth rate of 3 to 5% .

We also delivered strong free cash flow during the fourth quarter, with estimated cash flow from operations for the quarter well in excess of $200 million . Our net debt fell from $1 .5 billion at September 30 to $1 .3 billion or just below at the end of the year after pain ordinary [course] debt servicing capital expenditures, as well as spending approximately $19 million on tuck-in acquisitions during the quarter. _

The working capital cycle produced cash flow as previously forecasted, and we anticipate another strong cash flow month in January before the annual cycle starts again in February where we use cash of the seasonal build inventory in our Outdoor Solutions and Branded Consumables segments. Our fourth quarter is largely tied to the performance of our Consumer Solutions segment as it is a relatively slow order for our other three operating segments . As mentioned earlier, the legacy Sunbeam business had another strong quarter in Q4. However, our Holmes and FoodSaver businesses did not meet expectations during the quarter . At the time of the Holmes acquisition in July 2005, we projected this business would contribute annualized adjusted EBITDA of approximately $95 million for 2005, with the vast majority of this in the second half of the year . Based on the sales mix and cost run rate in Q4, we now estimate this business will miss these projections by approximately $15 million.

-11- In hindsight, the original forecasts for Holmes provided to us at the time of the acquisition were overoptimistic . This fact [covered] with the integration of entrepreneurial business such as Holmes during the busiest season resulted in a significant burden for the management and infrastructure of the business . In short, during 2005, the business did not perform up to the level we expected it to.

However, we bore the financial cost of transitioning the international operations, product mix, distribution and raw material price increases in addition to the reorganization costs involved with moving many of the back office functions from the stand- alone Holmes business to our fully integrated Consumer Solutions segment.

24. Later that day, Jarden, in a press release, provided a business update for fiscal

2005 as well as its outlook for fiscal 2006 . Therein, the Company stated :

Fiscal 2005

The Company currently anticipates fourth quarter revenue will exceed $960 million, driven by organic growth of approximately 3 .5%. As adjusted EBITDA for the fourth quarter (excluding reorganization and acquisition related costs as well as the impact of expensing stock incentive awards following the fourth quarter implementation of FAS 123R) is estimated to be in the range of $95 million to $100 million which translates into an as adjusted earnings per share range for the year ended December 31, 2005 of $2 .10 to $2.14.

Cash flow from operations in the fourth quarter exceeded $200 million. Additionally, the Company's net debt declined from $1 .5 billion at September 30, 2005 to approximately $1 .3 billion at year end, including ordinary course debt service payments and capital expenditures during the quarter. As adjusted earnings per share for the year rose in excess of 35% as compared to the prior year .

Martin E. Franklin, Chairman and Chief Executive Officer, commented, "2005 was an incredible year in the development of Jarden with the integration of two significant businesses bringin g

-12- our annualized revenue base to approximately $3 .5 billion. The integration of the American Household businesses was a major high point of the year, with both the Coleman and legacy Sunbeam businesses performing above our expectations . We ended this past year with strong sales and, as anticipated, we delivered strong cash flow from operations for the year ."

"During the fourth quarter, in aggregate, the results of our Branded Consumables, Outdoor Solutions and Other segments as well as our legacy Sunbeam business were ahead of last year and exceeded our forecast for the fourth quarter . However, the two businesses being integrated into our Consumer Solutions segment, FoodSaver and Holmes, did not meet our expectations in the fourth quarter . That said, we view this as primarily a timing and integration issue and remain confident about both businesses, particularly regarding the synergies that we have yet to realize from the Holmes acquisition."

Fiscal 2006

For fiscal 2006, the Company currently expects to generate organic sales growth in the 3% to 5% range and to meet its stated minimum as adjusted EPS growth target of 15%, while continuing to generate strong free cash flow ,

Mr. Franklin continued, "While Jarden does not provide formal guidance to the street, we are still highly confident that we can achieve our stated goal of doubling Jarden's 2004 as adjusted EPS of $1 .47 by 2008. We are as confident in the long-term prospects of our business as we were at this time last year. As we have previously stated, our goals will be achieved on the back of new product introductions, investing in our brands for sustainable long term growth, leveraging our cost saving initiatives and capitalizing on international, as well as domestic opportunities ."

25 . On news of this, shares of Jarden fell $3.37 per share, or 11 .08 percent, to close at

$27.05 per share on January 12, 2006.

PLAINTIFF'S CLASS ACTION ALLEGATIONS

-13- 26. Plaintiff brings this action as a class action pursuant to Federal Rule of Civi l

Procedure 23(a) and (b)(3) on behalf of a Class, consisting of all those who purchased th e

securities of Jarden between June 29, 2005 and January 11, 2006 inclusive (the "Class Period" )

and who were damaged thereby. Excluded from the Class are defendants, the officers and

directors of the Company, at all relevant times, members of their immediate families and thei r

legal representatives , heirs, successors or assigns and any entity in which defendants have or ha d

a controlling interest.

27. The members of the Class are so numerous that joinder of all members is imprac-

ticable. Throughout the Class Period, Jarden securities were actively traded on The New York

Stock Exchange ("NYSE") . While the exact number of Class members is unknown to Plaintiff

at this time and can only be ascertained through appropriate discovery, Plaintiff believes tha t

there are hundreds or thousands of members in the proposed Class . Record owners and other

members of the Class may be identified from records maintained by Jarden or its transfer agen t

and may be notified of the pendency of this action by mail, using the form of notice similar t o

that customarily used in securities class actions.

28 . Plaintiff's claims are typical of the claims of the members of the Class as al l

members of the Class are similarly affected by defendants' wrongful conduct in violation o f

federal law that is complained of herein.

29. Plaintiff will fairly and adequately protect the interests of the members of the

Class and has retained counsel competent and experienced in class and securities litigation .

30. Common questions of law and fact exist as to all members of the Class and predominate over any questions solely affecting individual members of the Class . Among the

questions of law and fact common to the Class are : (1) whether the federal securities laws were

-14- violated by defendants' acts as alleged herein ; (2) whether statements made by defendants to the investing public during the Class Period misrepresented material facts about the business, operations and management of Jarden ; and (3) to what extent the members of the Class have sustained damages and the proper measure of damages .

31 . A class action is superior to all other available methods for the fair and efficient adjudication of this controversy since joinder of all members is impracticable . Furthermore, as the damages suffered by individual Class members may be relatively small, the expense and burden of individual litigation make it impossible for members of the Class to individually redress the wrongs done to them. There will be no difficulty in the management of this action as a class action .

UNDISCLOSED ADVERSE FACT S

32 . The market for Jarden securities was open, well-developed and efficient at all relevant times. As a result of these materially false and misleading statements and failures to disclose, Jarden securities traded at artificially inflated prices during the Class Period . Plaintiff and other members of the Class purchased or otherwise acquired Jarden securities relying upon the integrity of the market price of Jarden securities and market information relating to Jarden, and have been damaged thereby .

33. During the Class Period, defendants materially misled the investing public , thereby inflating the price of Jarden securities, by publicly issuing false and misleading statements and omitting to disclose material facts necessary to make defendants' statements, as set forth herein, not false and misleading . Said statements and omissions were materially false and misleading in that they failed to disclose material adverse information and misrepresented the truth about the Company, its business and operations, as alleged herein .

-15- 34. At all relevant times, the material misrepresentations and omissions particularized in this Complaint directly or proximately caused or were a substantial contributing cause of the damages sustained by Plaintiff and other members of the Class . As described herein, during the

Class Period, defendants made or caused to be made a series of materially false or misleadin g statements about Jarden's business, prospects and operations . These material misstatements and omissions had the cause and effect of creating in the market an unrealistically positive assessment of Jarden and its business, prospects and operations, thus causing the Company's securities to be overvalued and artificially inflated at all relevant times . Defendants' materially false and misleading statements during the Class Period resulted in Plaintiff and other members of the Class purchasing the Company's securities at artificially inflated prices, thus causing the damages complained of herein .

LOSS CAUSATION

35 . Defendants' wrongful conduct, as alleged herein, directly and proximately caused the economic loss suffered by Plaintiff and the Class.

36. During the Class Period, Plaintiff and the Class purchased securities of Jarden at artificially inflated prices and were damaged thereby . The price of Jarden common stock declined when the misrepresentations made to the market, and/or the information alleged herein to have been concealed from the market, and/or the effects thereof, were revealed, causing investors' losses.

ADDITIONAL SCIENTER ALLEGATION S

-16- 37. As alleged herein, defendants acted with scienter in that defendants knew that the public documents and statements issued or disseminated in the name of the Company were materially false and misleading; knew that such statements or documents would be issued or disseminated to the investing public ; and knowingly and substantially participated or acquiesced in the issuance or dissemination of such statements or documents as primary violations of the federal securities laws . As set forth elsewhere herein in detail, defendants, by virtue of their receipt of information reflecting the true facts regarding Jarden, their control over, and/or receipt and/or modification of Jarden allegedly materially misleading misstatements and/or their associations with the Company which made them privy to confidential proprietary information concerning Jarden, participated in the fraudulent scheme alleged herein .

38. Defendants knew and/or recklessly disregarded the falsity and misleading nature of the information which they caused to be disseminated to the investing public . The ongoing fraudulent scheme described in this complaint could not have been perpetrated over a substantial period of time, as has occurred, without the knowledge and complicity of the personnel at the highest level of the Company, including the Individual Defendants .

39. Defendants were motivated to commit the fraud described herein because their compensation was tied directly to the price of Jarden stock .

Applicability of Presumption of Reliance : Fraud-On-The-Market Doctrine

40 . At all relevant times, the market for Jarden securities was an efficient market for the following reasons, among others :

a. Jarden stock met the requirements for listing, and was listed and actively traded on the NYSE, a highly efficient and automated market ;

b. As a regulated issuer, Jarden filed periodic public reports with the SEC and the NYSE;

-17- c. Jarden regularly communicated with public investors via established market communication mechanisms, including through regular disseminations of press releases on the national circuits of major newswire services and through other wide-ranging public disclosures, such as communications with the financial press and other similar reporting services ; and

d. Jarden was followed by several Securities analysts employed by major brokerage firms who wrote reports which were distributed to the sales force and certain customers of their respective brokerage firms . Each of these reports was publicly available and entered the public marketplace .

41 . As a result of the foregoing, the market for Jarden securities promptly digeste d current information regarding Jarden from all publicly-available sources and reflected suc h information in Jarden stock price . Under these circumstances, all purchasers of Jarden securitie s during the Class Period suffered similar injury through their purchase of Jarden securities at artificially inflated prices and a presumption of reli ance applies.

NO SAFE HARBO R

42. The statutory safe harbor provided for forward-looking statements under certai n circumstances does not apply to any of the allegedly false statements pleaded in this complaint .

Many of the specific statements pleaded herein were not identified as "forward-lookin g statements" when made . To the extent there were any forward-looking statements, there were n o meaningful cautionary statements identifying important factors that could cause actual results to differ materially from those in the purportedly forward-looking statements. Alternatively, to the extent that the statutory safe harbor does apply to any forward-looking statements pleaded herein, defendants are liable for those false forward-looking statements because at the time each of those forward-looking statements was made, the particular speaker knew that the particular forward-looking statement was false, and/or the forward-looking statement was authorize d

-18- and/or approved by an executive officer of Jarden who knew that those statements were false when made.

FIRST CLAIM Violation of Section 10(b) of The Exchange Act and Rule 10b-5 Promulgated Thereunder Against All Defendants

43. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein.

44. During the Class Period, defendants carried out a plan, scheme and course o f conduct which was intended to and, throughout the Class Period, did : (i) deceive the investing public, including Plaintiff and other Class members, as alleged herein; and (ii) cause Plaintiff and other members of the Class to purchase Jarden Securities at artificially inflated prices. In furtherance of this unlawful scheme, plan and course of conduct, defendants, and each of them , took the actions set forth herein .

45. Defendants (a) employed devices, schemes, and artifices to defraud ; (b) made untrue statements of material fact and/or omitted to state material facts necessary to make th e statements not misleading; and (c) engaged in acts, practices, and a course of business whic h operated as a fraud and deceit upon the purchasers of the Company's Securities in an effort t o maintain artificially high market prices for Jarden Securities in violation of Section 10(b) of the

Exchange Act and Rule 10b-5 . All defendants are sued either as primary participants in th e wrongful and illegal conduct charged herein or as controlling persons as alleged below .

46. Defendants, individually and in concert, directly and indirectly, by the use, mean s or instrumentalities of interstate commerce and/or of the mails, engaged and participated in a continuous course of conduct to conceal adverse material information about the business , operations and future prospects of Jarden as specified herein .

-19- 47. These defendants employed devices, schemes and artifices to defraud, while i n possession of material adverse non-public information and engaged in acts, practices, and a course of conduct as alleged herein in an effort to assure investors of Jarden value and performance and continued substantial growth, which included the making of, or th e participation in the making of, untrue statements of material facts and omitting to state materia l facts necessary in order to make the statements made about Jarden and its business operations and future prospects in the light of the circumstances under which they were made, not mislead- ing, as set forth more particularly herein, and engaged in transactions, practices and a course o f business which operated as a fraud and deceit upon the purchasers of Jarden Securities during th e

Class Period.

48. Each of the Individual Defendants' primary liability, and controlling perso n liability, arises from the following facts : (i) the Individual Defendants were high-level executive s and/or directors at the Company during the Class Period and members of the Company's man- agement team or had control thereof; (ii) each of these defendants, by virtue of hi s responsibilities and activities as a senior officer and/or director of the Company was privy to and participated in the creation, development and reporting of the Company's internal budgets, plans , projections and/or reports ; (iii) each of these defendants enjoyed significant personal contact an d familiarity with the other defendants and was advised of and had access to other members of th e

Company' s management team, internal reports and other data and information about the Com- pany's finances, operations, and sales at all relevant times ; and (iv) each of these defendants wa s aware of the Company's dissemination of information to the investing public which they knew or recklessly disregarded was materially false and misleading .

-20- 49. The defendants had actual knowledge of the misrepresentations and omissions of material facts set forth herein, or acted with reckless disregard for the truth in that they failed to ascertain and to disclose such facts, even though such facts were available to them . Such defendants' material misrepresentations and/or omissions were done knowingly or recklessly an d for the purpose and effect of concealing Jarden 's operating condition and future busines s prospects from the investing public and suppo rting the artificially inflated price of its Securities.

As demonstrated by defendants' overstatements and misstatements of the Company's business , operations and earnings throughout the Class Period, defendants, if they did not have actua l knowledge of the misrepresentations and omissions alleged, were reckless in failing to obtai n such knowledge by deliberately refraining from taking those steps necessary to discover whethe r those statements were false or misleading .

50. As a result of the dissemination of the materially false and misleading informatio n and failure to disclose material facts, as set forth above, the market price of Jarden Securities was artificially inflated during the Class Period . In ignorance of the fact that market prices o f

Jarden's publicly-traded Securities were artificially inflated, and relying directly or indirectly on the false and misleading statements made by defendants , or upon the integrity of the market in which the Securities trades, and/or on the absence of material adverse information that wa s known to or recklessly disregarded by defendants but not disclosed in public statements by defendants during the Class Period, Plaintiff and the other members of the Class acquired Jarden

Securities during the Class Period at artificially high prices and were damaged thereby.

51 . At the time of said misrepresentations and omissions, Plaintiff and other members of the Class were ignorant of their falsity, and believed them to be true . Had Plaintiff and the other members of the Class and the marketplace known the truth regarding the problems tha t

-21 - Jarden was experiencing, which were not disclosed by defendants, Plaintiff and other members of the Class would not have purchased or otherwise acquired their Jarden Securities or, if they had acquired such Securities during the Class Period, they would not have done so at the artificially inflated prices which they paid.

52. By virtue of the foregoing, defendants have violated Section 10(b) of the

Exchange Act, and Rule I Ob-5 promulgated thereunder .

53. As a direct and proximate result of defendants' wrongful conduct, Plaintiff and the other members of the Class suffered damages in connection with their respective purchases and sales of the Company's Securities during the Class Period .

SECOND CLAIM Violation of Section 20(a) of The Exchange Act against the Individual Defendant s

54. Plaintiff repeats and realleges each and every allegation contained above as if fully set forth herein .

55 . The Individual Defendants acted as controlling persons of Jarden within the meaning of Section 20(a) of the Exchange Act as alleged herein. By virtue of their high-level positions, and their ownership and contractual rights, participation in and/or awareness of the

Company's operations and/or intimate knowledge of the false financial statements filed by the

Company with the SEC and disseminated to the investing public, the Individual Defendants had the power to influence and control and did influence and control, directly or indirectly, the decision-making of the Company, including the content and dissemination of the various statements which Plaintiff contend are false and misleading. The Individual Defendants were provided with or had unlimited access to copies of the Company's reports, press releases, public filings and other statements alleged by Plaintiff to be misleading prior to and/or shortly afte r

-22- these statements were issued and had the ability to prevent the issuance of the statements or cause the statements to be corrected .

56. In particular, each of these defendants had direct and supervisory involvement i n the day-to-day operations of the Company and, therefore, is presumed to have had the power t o control or influence the particular transactions giving rise to the Securities violations as allege d herein, and exercised the same .

57. As set forth above, Jarden and the Individual Defendants each violated Sectio n

10(b) and Rule I Ob-5 by their acts and omissions as alleged in this Complaint. By virtue of their positions as controlling persons , the Individual Defendants are liable pursuant to Section 20(a) of the Exchange Act. As a direct and proximate result of defendants ' wrongful conduct, Plaintiff and other members of the Class suffered damages in connection with their purchases of the

Company's Securities during the Class Period .

WHEREFORE, Plaintiff prays for relief and judgment, as follows :

a. Determining that this action is a proper class action, designating Plaintiff as Lea d

Plaintiff and certifying Plaintiff as a class representative under Rule 23 of the Federa l

Rules of Civil Procedure and Plaintiff's counsel as Lead Counsel ;

b. Awarding compensatory damages in favor of Plaintiff and the other Class

members against all defendants, jointly and severally, for all damages sustained as a

result of defendants' wrongdoing, in an amount to be proven at trial, including interes t

thereon;

c. Awarding Plaintiff and the Class their reasonable costs and expenses incurred i n

this action, including counsel fees and expert fees; and

d. Such other and further relief as the Court may deem just and proper .

-23- JURY TRIAL DEMANDED

Plaintiff hereby demands a trial by jury.

Dated : By:

BRODSKY & SMITH, LLC Evan J. Smith, Esquire 240 Mineola Boulevard Mineola, NY 11501 (516) 741-4977

SCHIFFRIN & BARROWAY, LLP Marc A. Topaz Richard A. Maniskas 280 King of Prussia Rd. Radnor, PA 19087 (610) 667-7706 Attorneys for Plaintiff

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