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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 19, 2001
(June 13, 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.
In connection with Rayovac Corporation's (the "Company")
previously announced offer to purchase and consent solicitation, the
Company's consent solicitation expired at 5:00 p.m., New York City time, on
June 13, 2001, and the Company received consents sufficient to amend the
indenture relating to its 10 1/4% Series B Senior Subordinated Notes due
2006 (the "Notes"). The supplemental indenture incorporating the amendments
was executed on June 13, 2001 and the amendments will become operative when
the tendered notes are accepted for payment.
A copy of the Third Supplemental Indenture executed by the
Company, ROV Holding, Inc., Rovcal, Inc. and HSBC Bank USA, as
Trustee, 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 Third Supplemental Indenture dated June 13, 2001
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 19, 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 Third Supplemental Indenture dated June 13, 2001
Exhibit 99.1
THIRD SUPPLEMENTAL INDENTURE
THIRD SUPPLEMENTAL INDENTURE (the "Third Supplemental Indenture"),
dated as of June 13, 2001, among RAYOVAC CORPORATION, a Wisconsin
corporation (the "Company"), ROV HOLDING, INC., a Delaware corporation,
and ROVCAL, INC., a California corporation (each of ROV Holding, Inc.
and Rovcal, Inc., a "Guarantor, and collectively, the "Guarantors"), and
HSBC Bank USA (formerly known as Marine Midland Bank), as Trustee (the
"Trustee").
W I T N E S S E T H:
WHEREAS, the Company has issued its 10 1/4% Series B Senior
Subordinated Notes Due 2006 (the "Securities") pursuant to the indenture
dated as of October 22, 1996 (the "Original Indenture"), as amended and
supplemented by a first supplemental indenture dated as of February 26,
1999 and a second supplemental indenture dated as of August 6, 1999 (the
"Second Supplemental Indenture," and together with the Original Indenture,
the "Indenture");
WHEREAS, the Company has offered to purchase for cash any and all
outstanding Securities pursuant to the Indenture and solicited and received
consents to the amendments set forth herein from Holders of at least a
majority in aggregate principal amount of the Securities outstanding (the
"Offer and Solicitation");
WHEREAS, in accordance with Section 9.02 of the Indenture, the
Company, the Guarantors, the Trustee and the Holders of at least a majority
in aggregate principal amount of the Securities outstanding as of the date
hereof desire to amend certain terms of the Indenture as described below;
and
WHEREAS, all things necessary to make this Third Supplemental
Indenture a valid supplement to the Indenture according to its terms and
the terms of the Indenture have been done;
NOW, THEREFORE, the parties hereto agree as follows:
Section 1. Certain Terms Defined in the Indenture. All capitalized
terms used herein without definition herein shall have the meanings
ascribed thereto in the Indenture or in the Company's Offer to Purchase and
Consent Solicitation Statement dated May 31, 2001.
Section 2. Amendments to the Indenture. Subject to Sections 6 and
7 hereof, the Indenture is hereby amended as follows:
(a) The application of the provisions of Articles 4, 5 and 6
of the Indenture shall be waived to the extent that such provisions might
otherwise interfere with the ability of the Company to enter into
agreements contemplated by, and to consummate, the Offering or the Offer
and Solicitation, and any default or event of default created by the
Offering or the Offer and Solicitation or resulting therefrom whether
directly or indirectly, shall be waived.
(b) Upon the consummation of the Offer and Solicitation, (i)
Sections 4.03, 4.05, 4.07, 4.08, 4.09, 4.10, 4.11, 4.12, 4.13, 4.14, 4.15,
5.01(iii) and 5.01(iv) and all references to such Sections shall be
stricken and (ii) clauses (4), (5) and (7) of Section 6.01 and all
references to such clauses shall be stricken.
Section 3. Effectiveness. This Third Supplemental Indenture shall
become effective as of the date first written above.
Section 4. Governing Law. The laws of the State of New York shall
govern this Third Supplemental Indenture.
Section 5. Counterparts. This Third Supplemental Indenture may be
signed in any number of counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the
same instrument.
Section 6. Ratification. Except as expressly amended hereby, each
provision of the Indenture shall remain in full force and effect and, as
amended hereby, the Indenture is in all respects agreed to, ratified and
confirmed by each of the Company and the Trustee. Nothing in this Third
Supplemental Indenture shall be construed in any manner contrary to Section
9.02 of the Indenture.
Section 7. The Trustee. The Trustee shall not be responsible in
any manner whatsoever for or in respect of the validity or sufficiency of
this Third Supplemental Indenture or for or in respect of the recitals
contained herein, all of which are made solely by the Company.
IN WITNESS WHEREOF, the parties hereto have caused this Third
Supplemental Indenture to be duly executed as of the date first above
written.
RAYOVAC CORPORATION
By: /s/ Randall J. Steward
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Title: Chief Financial Officer
ROV HOLDINGS, INC.
By: /s/ Randall J. Steward
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Title: Chief Financial Officer
ROVCAL, INC.
By: /s/ Randall J. Steward
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Title: Chief Financial Officer
HSBC BANK USA, as Trustee
By: /s/ Frank J. Godino
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Title: Vice President