UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
FORM
11-K
FOR
ANNUAL REPORTS OF EMPLOYEE STOCK REPURCHASE, SAVINGS
AND
SIMILAR PLANS PURSUANT TO SECTION 15(D) OF THE
SECURITIES
EXCHANGE ACT OF 1934
(Mark
One)
[X]
Annual
report pursuant to section 15(d) of the Securities Exchange Act of 1934
For
the
fiscal year ended December 31, 2004.
or
[ ] Transition
report pursuant to section 15(d) of the Securities Exchange Act of 1934
For
the
transition period from ______
to
______.
Commission
file number: 001-13615
A.
Full
title of the plan and the address of the plan, if different from that of
the
issuer named below:
Rayovac
401(k) Savings Plan for Hourly Employees.
B. Name
of
issuer of securities held pursuant to the plan and the address of its principal
executive office:
Spectrum
Brands, Inc.
6
Concourse Parkway
Suite
3300
Atlanta,
GA 30328
The
following financial statements are furnished herewith:
Report
of
Independent Registered Public Accounting Firm.
Statements
of Assets Available for Plan Benefits.
Statements
of Changes in Assets Available for Plan Benefits.
Notes
to
Financial Statements.
The
following exhibit is furnished herewith:
Exhibit
23.1. Consent
of Independent Registered Public Accounting Firm.
RAYOVAC 401(k)
SAVINGS PLAN FOR HOURLY EMPLOYEES
Financial
Statements
December
31, 2004 and 2003
(With
Report of Independent Registered Public Accounting Firm Thereon)
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Table
of Contents
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
Statements
of Net Assets Available for Plan Benefits -
|
|
|
December
31, 2004 and 2003
|
2
|
|
Statements
of Changes in Net Assets Available for Plan Benefits
|
|
|
For
the Years ended December 31, 2004 and 2003
|
3
|
|
Notes
to Financial Statements
|
4
|
|
Supplemental
Schedule
|
|
|
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
|
11
|
KPMG
LLP
Suite
2000
3030
Peachtree Street, NE
Atlanta,
GA 30308
Report
of Independent Registered Public Accounting Firm
Plan
Administrator
Rayovac
401(k) Savings Plan for Hourly Employees:
We
have
audited the accompanying statements of assets available for benefits
of the
Rayovac 401(k) Savings Plan for Hourly Employees (the Plan) as of December
31,
2004 and 2003, and the related statements of changes in assets available
for
benefits for the years then ended. These financial statements are the
responsibility of the Plan's management. Our responsibility is to express
an
opinion on these financial statements based on our audits.
We
conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that
we plan
and perform the audit to obtain reasonable assurance about whether the
financial
statements are free of material misstatement. An audit includes examining,
on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles
used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide
a
reasonable basis for our opinion.
In
our
opinion, the financial statements referred to above present fairly, in
all
material respects, the assets available for benefits of the Plan as of
December
31, 2004 and 2003, and the changes in assets available for benefits for
the
years then ended in conformity with U.S. generally accepted accounting
principles.
Our
audits were performed for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedule of assets
(held
at year-end) at December 31, 2004 is presented for purposes of additional
analysis and is not a required part of the basic financial statements
but is
supplementary information required by the Department of Labor's Rules
and
Regulations for Reporting and Disclosure under the Employee Retirement
Income
Security Act of 1974, as amended. The supplemental schedule is the
responsibility of the Plan's management. The supplemental schedule has
been
subjected to the auditing procedures applied in the audit of the basic
financial
statements and, in our opinion, is fairly stated in all material respects
in
relation to the basic financial statements taken as a whole.
/s/
KPMG
LLP
Atlanta,
Georgia
June
27,
2005
1
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Statements
of Assets Available for Plan Benefits
December
31, 2004 and 2003
|
2004
|
2003
|
||||||
|
Plan
interest in Master Trust for Rayovac Corporation (note 6)
|
$
|
4,021,597
|
$
|
3,296,126
|
|||
|
Assets
available for plan benefits
|
$
|
4,021,597
|
$
|
3,296,126
|
|||
See
accompanying notes to financial statements.
2
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Statements
of Changes in Assets Available for Plan Benefits
Years
ended December 31, 2004 and 2003
|
2004
|
2003
|
||||||
|
Increase
in assets:
|
|||||||
|
Investment
gain from Master Trust for Rayovac Corporation
(note
6)
|
$
|
343,105
|
$
|
607,419
|
|||
|
Interest
and dividends
|
55,386
|
40,710
|
|||||
|
Participant
contributions
|
601,382
|
540,030
|
|||||
|
Total
increases
|
999,873
|
1,188,159
|
|||||
|
Deductions
from assets:
|
|||||||
|
Distributions
and benefits paid
|
(271,411
|
)
|
(505,507
|
)
|
|||
|
Administrative
expenses
|
(2,991
|
)
|
(3,649
|
)
|
|||
|
Total
deductions
|
(274,402
|
)
|
(509,156
|
)
|
|||
|
Net
increase in assets
|
725,471
|
679,003
|
|||||
|
Assets
available for plan benefits:
|
|||||||
|
Beginning
of year
|
3,296,126
|
2,617,123
|
|||||
|
End
of year
|
$
|
4,021,597
|
$
|
3,296,126
|
|||
See
accompanying notes to financial statements.
3
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Notes
to
Financial Statements
December
31, 2004 and 2003
(1)
Description
of the Plan
The
following description of the Rayovac 401(k) Savings Plan for Hourly
Employees (the Plan) provides only general information. Participants should
refer to the Plan document for a more complete description of the Plan’s
provisions.
(a)
General
The
Plan
is a defined contribution plan established January 1, 1998, covering
hourly
union employees, who have completed one hour of service, of Rayovac Corporation
(“the Company” or “the Plan Sponsor”) represented by Local Union 1329
of the International Union, United Automobile, Aerospace and Agricultural
Implement Workers of America (Local Union 1329), Local 695
of the
International Brotherhood of Teamsters, and Badger Lodge 1406 of
the
International Association of Machinists (Badger Lodge 1406). The
purpose of
the Plan is to provide supplemental support for participants upon their
retirement. It is subject to the provisions of the Employee Retirement
Income
Security Act of 1974, as amended (ERISA). The Plan’s assets are included in
the Master Trust for Rayovac Corporation (Master Trust). The Master
Trust
also includes the assets of the Rayovac 401(k) Retirement Savings
Plan,
which covers all domestic salaried and non-union hourly employees.
(b)
Contributions
Active
participants represented by Local Union 1329 and Badger Lodge 1406
are
permitted to make contributions to the Plan in whole percentages of not
more
than 50% of their pretax annual compensation, as defined in the Plan document.
All other participants are permitted to make contributions not exceeding
50% of
their pre-tax annual compensation, as defined in the Plan document. Participant
contributions are limited to the applicable limits of the Internal Revenue
Code
(the Code).
(c)
Participant
Accounts
Each
participant’s account is credited with the participant’s contributions and an
allocation of Plan earnings, and charged with an allocation of administrative
expenses. Allocations are based on participant’s compensation or account
balances, as defined in the Plan document.
(d)
Vesting
A
participant is fully vested in his or her entire account balance, including
the
balances attributable to both the employee contributions and employer
contributions, at all times.
4
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Notes
to
Financial Statements
December
31, 2004 and 2003
(e)
Investment
Fund Options
Participant
contributions and investment earnings were directed by the individual Plan
participants to certain investment choices offered under the Plan through
the
Master Trust. Descriptions of the investment fund options for 2004 and
2003 are
as follows:
Stable
Value
Fund
This
fund, which seeks a reasonable level of income together with stability
of
principal, invests in Key Trust Company EB Managed GIC Funds, which invests
primarily in various investment contracts. The fund may also invest a portion
of
its assets in cash or money market accounts for liquidity purposes
only.
PIMCO
Total Return
Fund
This
fund, an income oriented mutual fund which also seeks capital appreciation
over
time, invests in a range of bonds and equities resulting in an intermediate
maturity portfolio with a duration between three and six years. Bonds may
have
variable, fixed or floating rates of interest. The fund seeks maximum total
return consistent with preservation of capital and prudent investment
management.
Vanguard
Index
Trust 500 Portfolio
This
fund, a growth and income mutual fund, invests in all 500 stocks in the
Standard
& Poor’s Composite Stock Price Index (the S&P 500 Index),
an index which emphasizes large-capitalization companies and is generally
considered to be representative of the U.S. stock market, in approximately
the
same proportions as they are represented in the S&P 500 Index. The fund
seeks to replicate the aggregate price and yield performance of the
S&P 500 Index. Balances in this fund may also be invested in short-term
money market instruments.
Rayovac
Stock
Fund
This
fund
invests in Rayovac Corporation common stock. The fund may also invest a
portion
of its assets in cash or money market accounts for liquidity purposes
only.
AIM
Small Cap
Growth Fund
This
fund, a growth mutual fund, invests in a portfolio which in turn invests
at
least 65% of its total assets in equity securities of U.S. issuers that
have
market capitalizations less than that of the largest company in the
Russell 2000 Index. The fund’s investment objective is long-term growth of
capital.
Oakmark
Equity and Income Fund
Oakmark
Equity and Income Fund seeks current income and preservation and growth
of
capital. The fund generally invests between 50% and 75% of assets in equities
and between 25% and 50% of assets in U.S. government and corporate debt
rated AA
or higher. It may invest up to 20% of assets in unrated debt or debt rated
below
investment-grade. The fund may also invest up to 25% of assets in foreign
securities.
5
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Notes
to
Financial Statements
December
31, 2004 and 2003
Van
Kampen Growth and Income Fund
Van
Kampen Growth and Income Fund seeks income and long-term growth of capital.
The
fund invests primarily in income-producing equities, including common stocks
and
convertible securities (although investments are also made in non-convertible
preferred stocks and debt securities). It limits investments in foreign
securities to 25% of assets.
American
Funds Growth Fund of America Fund
American
Funds Growth Fund of America Fund seeks capital growth. The fund invests
primarily in common stocks. Management selects securities that it believes
are
reasonably priced and represent solid long-term investment opportunities.
The
fund may invest up to 15% of assets in securities of issuers domiciled
outside
of the U.S. and Canada, and not included in the S&P 500 Index. It may also
invest up to 10% of assets in debt securities rated below
investment-grade.
MainStay
MAP Fund
MainStay
MAP Fund seeks long-term growth of capital; current income is a secondary
consideration. The fund normally invests at least 65% of assets in equity
securities of domestic issuers. It may also invest in common and preferred
stocks, convertible securities, ADRs, bonds, notes and debentures.
MFS
International New Discovery
MFS
International New Discovery Fund seeks capital appreciation. The fund normally
invests at least 65% of assets in equity securities of companies with small
market capitalizations, typically from at least three countries. It may
invest
in common stocks and related equity securities, such as preferred stock,
convertible securities and depositary receipts of foreign issuers. The
fund may
also invest in foreign markets, emerging markets and over-the-counter markets.
It may engage in active and frequent trading.
(f)
Payment
of Benefits
Upon
retirement or termination of employment, the participant’s vested account
balance is payable to him or her, or in the event of death, the participant’s
beneficiary. Participants may be eligible for a hardship withdrawal from
their
pretax participant account under certain circumstances and with the Plan
Administrator’s approval.
(2)
Summary
of Significant Accounting Policies
(a)
Basis
of Presentation
The
accompanying financial statements have been prepared on the accrual basis
and
present the assets available for plan benefits and changes in those assets
in
accordance with accounting principles generally accepted in the United
States of
America.
6
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Notes
to
Financial Statements
December
31, 2004 and 2003
(b) Trust
Fund Managed by New York Life Trust Company
Under
the
terms of a trust agreement between the New York Life Trust Company (the
Trustee)
and the Plan, the Trustee manages the Master Trust on behalf of the
Plan.
(c)
Valuation
of Investments and Income Recognition
The
fair
value of the Plan’s interest in the Master Trust is based on the beginning of
year value of the Plan’s interest in the Master Trust (based on the fair value
of the respective investments, as described in the following paragraph)
plus
actual contributions and allocated investment income, including unrealized
gains
and losses, less actual distributions, and allocated administrative
expenses.
Investments
in shares of mutual funds are stated at quoted net asset values. Investments
in
shares of Rayovac Corporation common stock are stated at quoted market
prices.
Purchases
and sales of securities are reflected on a trade-date basis. The Plan reports
realized and unrealized gains and losses for financial statement purposes
based
on revalued cost wherein cost is determined to be fair value at the end
of the
prior plan year, or historical cost if the investment was acquired since
the
beginning of the plan year, as required by the Department of Labor.
The
Plan’s investments are exposed to various risks, such as interest rate, market,
and credit risks. Due to the level of risk associated with certain investments
and the level of uncertainty related to changes in the values of investments,
it
is at least reasonably possible that changes in risks in the near term
would
materially affect participants’ account balances and the amounts reported in the
statement of assets available for plan benefits and the statement of changes
in
assets available for plan benefits.
(d)
Benefits
Paid
Benefits
paid to participants are recorded upon distribution.
(e)
Administrative
Expenses
Expenses
incurred in the administration of the Plan are paid both by the Plan and
by the
Company. Administrative expenses for 2004 and 2003 were approximately $8,000
and
$14,000, respectively. The fees paid by the Company for 2004 and 2003 were
approximately $5,000 and $10,000, respectively. The fees paid by the Plan
for
2004 and 2003, which consist of management fees, were approximately $3,000
in
2004 and $4,000 in 2003 (See Note 4).
(f)
Use
of Estimates
The
Plan
Administrator has made a number of estimates and assumptions relating to
the
reporting of assets available for plan benefits and the disclosure of contingent
liabilities at the date of the financial statements and the reported amounts
of
changes in assets available for plan benefits during the reporting period
to
prepare these financial statements in conformity with
accounting principles generally accepted in the United States of America.
Actual
results could differ from those estimates.
7
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Notes
to
Financial Statements
December
31, 2004 and 2003
(g)
Participant
Loans
Participants
represented by Local Union 1329 and Badger Lodge 1406 may
receive
loans from their accounts up to the lesser of 50% of the individual
participant’s vested account balance or $50,000. If the participant has received
a loan in the past, however, the $50,000 limit is reduced by the highest
outstanding loan balance during the preceding 12-month period. Loan terms
must
not exceed five years, except in the case of loans used for purchase of
a
primary residence, in which case the loan period must not exceed ten years.
Loans are secured by the vested balance in the participant’s account and bear
interest at the Prime Rate plus 150 basis points. Principal and
interest
payments are due on a quarterly basis or more often and are reinvested
in the
investment option(s) selected by the participant.
(3)
Federal
Income Tax Status
The
Internal Revenue Service has determined and informed the Company by a letter
dated March 19, 2002, that the Plan and related Trust are designed
in
accordance with applicable sections of the Internal Revenue Code. The Plan
Administrator believes that the Plan is currently designed and being operated
in
compliance with the applicable requirements of the Internal Revenue Code
and,
therefore, the plan continues to qualify under Section 401(k) and the related
trust continues to be tax-exempt as of December 31, 2004. Therefore, no
provision for income taxes is included in the Plan’s financial
statements.
(4)
Party-in-interest
Transactions
The
Plan
has not considered Company contributions to the Plan or benefits paid by
the
Plan for participants as party-in-interest transactions.
Fees
incurred by the Plan for investment management services amounted to
approximately $3,000 for the year ended December 31, 2004 and $4,000 for
the
year ended December 31, 2003.
Fees
paid
during the year for legal, accounting, actuarial and other professional
services
rendered by parties-in-interest were based on customary and reasonable
rates for
such services.
(5)
Plan
Termination
The
Company has the right under the Plan agreement to reduce or cease contributions
at the discretion of the Board of Directors, or to amend the Plan at any
time
and in any respect. However, no such action may deprive any participant
or
beneficiary under the Plan of any vested right. In the event the Plan is
wholly
or partially terminated, or upon the complete discontinuance of contributions
under the Plan by any entity that is a part of the Company, each participant’s
interest in their account shall be no forfeitable on the date of such
termination or discontinuance.
8
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Notes
to
Financial Statements
December
31, 2004 and 2003
|
(6)
|
Master
Trust for Rayovac
Corporation
|
At
December 31, 2004 and 2003, the Plan’s investment assets were held in a trust
account at New York Life and consist of an interest in a Master Trust.
The
Master Trust also includes the investment assets of the Rayovac 401(k)
Retirement Savings Plan.
A
summary
of investments in the Master Trust as of December 31, 2004 and 2003, is
as
follows:
|
2004
|
2003
|
||||||
|
Assets:
|
|||||||
|
Investments,
at fair value:
|
|||||||
|
Mutual
funds
|
$
|
66,084,412
|
$
|
56,751,041
|
|||
|
Participant
loans, interest rates of Prime plus 150 basis
|
|||||||
|
points
|
322,094
|
242,615
|
|||||
|
Rayovac
Corporation common stock
|
3,340,636
|
3,006,640
|
|||||
|
Accrued
Receivable (Remington merger)
|
2,735,304
|
—
|
|||||
|
Total
assets
|
$
|
72,482,446
|
$
|
60,000,296
|
|||
9
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Notes
to
Financial Statements
December
31, 2004 and 2003
The
changes in assets of the Master Trust during the years ended December 31,
2004
and 2003 are as follows:
|
2004
|
2003
|
||||||
|
Increases
in assets:
|
|||||||
|
Investment
income:
|
|||||||
|
Net
appreciation in fair value of investments:
|
|||||||
|
Mutual
funds
|
$
|
4,543,119
|
$
|
8,864,775
|
|||
|
Rayovac
Corporation common stock
|
1,261,284
|
1,220,182
|
|||||
|
Total
appreciation in fair value of investments
|
5,804,403
|
10,084,957
|
|||||
|
Interest
and dividends
|
1,118,150
|
813,908
|
|||||
|
Total
investment income in Master Trust
|
6,922,553
|
10,898,865
|
|||||
|
Participant
contributions
|
4,095,254
|
3,473,357
|
|||||
|
Employer
contributions
|
1,870,679
|
1,597,193
|
|||||
|
Rollovers
|
250,745
|
160,536
|
|||||
|
Other
Deposits (Remington Merger)
|
4,675,865
|
—
|
|||||
|
Total
increases
|
17,815,096
|
16,129,951
|
|||||
|
Deductions
from assets:
|
|||||||
|
Distributions
and benefits paid
|
5,318,038
|
6,708,473
|
|||||
|
Administrative
expenses
|
14,908
|
17,940
|
|||||
|
Total
deductions
|
5,332,946
|
6,726,413
|
|||||
|
Net
increase (decrease) in assets
|
12,482,150
|
9,403,538
|
|||||
|
Assets,
beginning of year
|
60,000,296
|
50,596,758
|
|||||
|
Assets,
end of year
|
$
|
72,482,446
|
$
|
60,000,296
|
|||
As
of
December 31, 2004 and 2003, the Plan has an allocated share of approximately
5.5% and 5.5% of the total Master Trust investments. The Plan has an allocated
share of investment income (loss) of approximately 5.8% for 2004 and 5.9%
for
2003.
|
(7)
|
Subsequent
Event
|
Effective
May 2, 2005, Rayovac Corporation, the Plan Sponsor changed its name to
Spectrum
Brands.
10
RAYOVAC
401(k) SAVINGS PLAN FOR HOURLY EMPLOYEES
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2004
|
Description
|
Current
value
|
|||
|
5.5%
interest in the Master Trust for Rayovac Corporation
|
$
|
4,021,597
|
||
See
accompanying Report of Independent Registered Public Accounting
Firm
11
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the trustees
(or
other persons who administer the employee benefit plan) have duly caused
this
annual report to be signed on its behalf by the undersigned hereunto duly
authorized.
RAYOVAC
401(K) SAVINGS PLAN
FOR
HOURLY EMPLOYEES
BY
/s/
Joe
Wickham
Joe
Wickham, Member of
Retirement
Plan Committee
June
29,
2005
12
EXHIBIT
23.1
KPMG
LLP
Suite
2000
3030
Peachtree Street, NE
Atlanta,
GA 30308
Consent
of Independent Registered Public Accounting Firm
The
Board
of Directors
Spectrum
Brands, Inc. (formerly Rayovac Corporation):
We
consent to the incorporation by reference in the registration statement (No.
333-41815) on Form S-8 for the Rayovac 401(k) Savings Plan for Hourly
Employees of our report dated June 27, 2005, with respect to the statements
of net assets available for plan benefits of the Rayovac 401(k) Savings Plan
for
Hourly Employees as of December 31, 2004 and 2003, and the related statements
of
changes in net assets available for plan benefits for the years then ended
and
related supplemental schedule, which report appears in the December 31, 2004
Annual Report on Form 11-K of the Rayovac 401(k) Savings Plan for Hourly
Employees.
/s/
KPMG
LLP
Atlanta,
Georgia
June
27,
2005