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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): June 14, 2001
Rayovac Corporation
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(Exact name of registrant as specified in its charter)
Wisconsin 001-13615 22-2423556
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(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
601 Rayovac Drive Madison, WI 53711
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(Address of principal executive offices) (Zip Code)
(608) 275-3340
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Registrant's telephone number
including area code
Not Applicable
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Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events.
On June 14, 2001, Rayovac Corporation (the "Company") issued a
press release regarding the expiration of its consent solicitation and the
receipt of consents sufficient to amend the indenture relating to the
Company's 10 1/4% Series B Senior Subordinated Notes due 2006.
A copy of the press release issued by the Company dated June 14,
2001 is attached as Exhibit 99.1 hereto and incorporated by reference
herein.
Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits.
99.1 Press Release dated June 14, 2001 issued by the Company
SIGNATURE
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 thereto duly authorized.
RAYOVAC CORPORATION
Date: June 14, 2001 By: /s/ Randall J. Steward
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Name: Randall J. Steward
Title: Executive Vice President of
Administration and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated June 14, 2001 issued by the
Company.
Exhibit 99.1
RAYOVAC CORPORATION ANNOUNCES
RECEIPT OF CONSENTS SUFFICIENT TO AMEND THE INDENTURE
RELATING TO ITS SENIOR SUBORDINATED NOTES
Madison, WI, June 14, 2001 /PRNewswire/ -- Rayovac Corporation
("Rayovac") announced today that, in connection with its previously
announced offer to purchase and consent solicitation, it has received
consents sufficient to amend the indenture relating to its 10 1/4% Series B
Senior Subordinated Notes due 2006 (the "Notes"). The deadline for the
delivery of consents was 5:00 p.m., New York City time, on June 13, 2001.
The supplemental indenture incorporating the amendments has been executed
and the amendments will become operative when the tendered notes are
accepted for payment.
Rayovac commenced the offer to purchase and consent solicitation
on May 31, 2001 to purchase for cash all $65 million principal amount of
its Notes. The purchase price to be paid for each $1,000 principal amount
tendered will be based on a fixed spread of 50 basis points over the yield
on the pricing date of the 6 1/4% U.S. Treasury Notes due October 31, 2001,
less the consent payment of $30.00 per $1,000 principal amount to holders
of Notes who tendered their Notes and delivered their consents prior to the
expiration of the consent solicitation. The pricing date will be June 25,
2001, unless the offer is extended for more than two business days, in
which case the pricing date will be the second business day prior to the
expiration date. The tender offer will expire at 11:59 p.m. New York City
time, on June 27, 2001, unless extended or earlier terminated.
To date, noteholders have tendered $64,736,000 aggregate
principal amount of Rayovac's 10 1/4% Series B Senior Subordinated Notes
due 2006 (or approximately 99.6% of the total issued and outstanding
amount). The tender offer for the Notes remains contingent upon the receipt
of financing for the offer from a proposed underwritten public offering of
common stock of the Company and other customary closing conditions. Rayovac
has previously received a waiver from senior creditors.
Information regarding the pricing, tender and delivery procedures
and conditions of the tender offer and consent solicitation is contained in
the Offer to Purchase and Consent Solicitation Statement dated May 31, 2001
and related documents. Copies of these documents can be obtained by
contacting D.F. King & Co., Inc., the information agent for the tender
offer and consent solicitation, at (800) 848-3409 (toll free) or (212)
269-5550 (collect). Banc of America Securities LLC is the exclusive dealer
manager for the tender offer and consent solicitation. Additional
information concerning the terms and conditions of the tender offer and
consent solicitation may be obtained by contacting Banc of America
Securities LLC at 888-292-0070 (toll free) or 704-388-1457 (collect).
Rayovac is one of the world's leading battery and lighting device
companies and the fastest growing manufacturers of general batteries in the
United States. The Company also markets the number one rechargeable brand
of battery and is the world leader in hearing aid batteries. Rayovac is
traded on the New York Stock Exchange under the ROV symbol.
This announcement is not an offer to purchase, a solicitation of
an offer to purchase or a solicitation of consents with respect to the
Notes. The offer and consent solicitation are made solely by the Offer to
Purchase and Consent Solicitation Statement, as the same may be amended
from time to time.
Certain matters discussed in this news release, with the
exception of historical matters, are forward-looking statements within the
meaning of the Private Litigation Reform Act of 1995. These statements are
subject to a number of risks, uncertainties and other factors that could
cause results to differ materially from those anticipated as of the date of
this release. Actual results may differ materially from these statements as
a result of (1) changes in external competitive market factors, such as
introduction of new product features or technological developments,
development of new competitors or competitive brands or competitive
promotional activity or spending, (2) unanticipated changes in consumer
demand for the various types of consumer batteries, (3) unanticipated
changes in the general economic conditions where we do business, such as
stock market prices, interest rates, inflation and raw material costs, and
(4) various other factors, including those discussed herein and those set
forth in the Company's most recent Annual Report on Form 10-K and
Registration Statement on Form S-3.