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) Retirement Savings Plan.
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) RETIREMENT SAVINGS PLAN
Financial
Statements
December 31,
2004 and 2003
(With
Report of Independent Registered Public Accounting Firm Thereon)
RAYOVAC
401(k) RETIREMENT SAVINGS PLAN
Table
of Contents
|
Page
|
|
|
Report
of Independent Registered Public Accounting Firm
|
1
|
|
Statements
of Assets Available for Plan Benefits -
|
|
|
December
31, 2004 and 2003
|
2
|
|
Statements
of Changes in 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)
|
12
|
KPMG
LLP
Suite
2000
3030
Peachtree Street, NE
Atlanta,
GA 30308
Report
of Independent Registered Public Accounting Firm
Plan
Administrator
Rayovac
401(k) Retirement Savings Plan:
We
have
audited the accompanying statements of assets available for benefits of
the
Rayovac 401(k) Retirement Savings Plan (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) RETIREMENT SAVINGS PLAN
Statements
of Assets Available for Plan Benefits
December
31, 2004 and 2003
|
2004
|
2003
|
||||||
|
Plan
interest in Master Trust for Rayovac Corporation (note 6)
|
$
|
68,460,849
|
$
|
56,704,170
|
|||
|
Assets
available for plan benefits
|
$
|
68,460,849
|
$
|
56,704,170
|
|||
See
accompanying notes to financial statements.
2
RAYOVAC
401(k) RETIREMENT SAVINGS PLAN
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)
|
$
|
5,461,298
|
$
|
9,477,538
|
|||
|
Interest
and dividends
|
1,062,763
|
773,198
|
|||||
|
Participant
Contributions
|
3,493,872
|
2,933,327
|
|||||
|
Employer
Contributions
|
1,870,679
|
1,597,193
|
|||||
|
Other
Deposits (Remington Merger)
|
4,675,866
|
—
|
|||||
|
Rollovers
|
250,745
|
160,536
|
|||||
|
Total
increases
|
16,815,223
|
14,941,792
|
|||||
|
Deductions
from assets:
|
|||||||
|
Distributions
and benefits paid
|
(5,046,627
|
)
|
(6,202,966
|
)
|
|||
|
Administrative
expenses
|
(11,917
|
)
|
(14,291
|
)
|
|||
|
Total
deductions
|
(5,058,544
|
)
|
(6,217,257
|
)
|
|||
|
Net
increase (decrease) in assets
|
11,756,679
|
8,724,535
|
|||||
|
Assets
available for plan benefits:
|
|||||||
|
Beginning
of year
|
56,704,170
|
47,979,635
|
|||||
|
End
of year
|
$
|
68,460,849
|
$
|
56,704,170
|
|||
See
accompanying notes to financial statements.
3
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2004 and 2003
(1)
Description
of the Plan
The
following description of the Rayovac 401(k) Retirement Savings Plan (the
Plan)
provides 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 covering all domestic salaried and non-union
hourly employees of Rayovac Corporation (“the Company” or “the Plan Sponsor”).
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 the Company (Master Trust). The Master Trust also
includes the assets of the Rayovac 401(k) Savings Plan for Hourly Employees
(which covers hourly union employees).
(b)
Eligibility
Employees
are eligible to participate in the Plan on the first day of the month coinciding
with the ninetieth day following the date the employee performed his or her
first hour of service. Part-time employees of the Dixon Division are eligible
to
participate in the Plan on the first day of the month coinciding with the
twelve-month period following the employee’s employment date.
(c)
Contributions
Active
participants are permitted to make contributions to the Plan in whole
percentages up to 50% of their pretax annual compensation, as defined in
the
Plan document, subject to applicable limits of the Internal Revenue Code
(the
Code).
The
Company is required to make periodic contributions ranging from 3% to 6%
of the
Participant’s compensation, depending on whether the employee is hourly or
salaried and the age of salaried employees, as defined in the Plan. For each
participant in the Dixon and the Nashville Division, the Company is required
to
make matching contributions equal to 25% of the first 4% of pay the participant
contributes to the Plan as elective deferrals. Additional amounts may be
contributed at the option of the Company’s board of directors. There were no
additional contributions in 2004 or 2003.
Company
contributions to the participant’s account are generally limited to the lesser
of $40,000 or 100% of the participant’s compensation for the Plan
year.
4
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2004 and 2003
(d)
Participant
Accounts
Each
participant’s account is credited with the participant’s contributions and an
allocation of the Company’s contributions and 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.
(e)
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.
(f)
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 invest
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.
5
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2004 and 2003
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. This 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.
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.
6
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2004 and 2003
(g)
Payment
of Benefits
Upon
retirement or termination of employment, the participant’s 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.
(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 as 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
statements of assets available for plan benefits and the statements of changes
in assets available for plan benefits.
(d)
Benefits
Paid
Benefits
paid to participants are recorded upon distribution.
7
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2004 and 2003
(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 $61,000
and $43,000, respectively. The fees paid by the Company for 2004 and 2003
were
approximately $49,000 and $29,000, respectively. The fees paid by the Plan,
which consist of investment management fees, were approximately $12,000 and
$14,000 for 2004 and 2003, respectively (See Note 4).
(f)
Plan
Amendments
During
2001, the Plan was amended and restated to incorporate certain legislatively
mandated changes collectively known as the GUST Acts. During 2002, the Plan
was
amended to accommodate certain changes in the tax laws commonly referred
to as
the Economic Growth and Tax Relief Reconciliation Act of 2001.
During
2004 the Plan was amended to record amounts that transferred from the Remington
Products Company, LLC 401(k) Plan as a result of the merger of such plan,
shall
be 100% vested.
(g)
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.
(h)
Participant
Loans
Participants
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 October 2, 2001, 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.
8
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2004 and 2003
(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 $12,000 and $14,000 for the years ended December 31, 2004 and
2003, respectively.
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 nonforfeitable on the date of such
termination or discontinuance.
(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) Savings
Plan for Hourly Employees.
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
|
|||||
|
Accrued
Receivable (Remington Merger)
|
2,735,304
|
—
|
|||||
|
Rayovac
Corporation common stock
|
3,340,636
|
3,006,640
|
|||||
|
Total
assets
|
$
|
72,482,446
|
$
|
60,000,296
|
|||
9
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
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 94.5% and 94.5%, respectively, of the total Master Trust
investments. The Plan has an allocated share of investment income (loss)
of
approximately 94.2% and 94.1% for 2004 and 2003, respectively.
10
RAYOVAC
401(K) RETIREMENT SAVINGS PLAN
Notes
to
Financial Statements
December 31,
2004 and 2003
(7)
Reconciliation of Financial Statements to Form 5500
The
following is a reconciliation of net assets available for benefits as of
December 31, 2004 and 2003 and net increase in net assets available for benefits
for the years ended December 31, 2004 and 2003 per the financial statements
to
Form 5500:
|
2004
|
2003
|
||||||
|
Net
assets available for benefits per the financial statements
|
$
|
68,460,849
|
$
|
56,704,170
|
|||
|
Difference
in assets transferred receivable
|
2,735,304
|
—
|
|||||
|
Net
Assets available for benefits per the Form 5500
|
$
|
65,725,545
|
$
|
56,704,170
|
|||
|
Net
increase in net assets available for benefits
|
|||||||
|
per
the financial statements
|
11,756,679
|
8,724,535
|
|||||
|
Difference
in assets transferred receivable
|
2,735,304
|
—
|
|||||
|
Net
increase in assets available for benefits
|
|||||||
|
per
the Form 5500
|
$
|
9,021,375
|
$
|
8,724,535
|
|||
(8)
Assets
transferred from another plan
During
the year ended December 31, 2004 assets of the Remington Products Company,
LLC
401K plan were merged into the plan. Assets in the amount of $1,919,044,
$13,266
and $604 were transferred into the plan, in April, June, and August, 2005
respectively. Assets in the amount of $2,735,304 were transferred from Remington
Products Company, LLC 401(k) plan effective December 31, 2004, but were not
received into the plan until January 2005. They have been accounted for as
a
receivable as at December 31, 2004. A merger conversion asset of $7,647 was
also
recorded by the plan in 2004 as a result of the transfers from
Remington.
(9)
Subsequent
Event
Effective
May 2, 2005 Rayovac Corporation, the Plan Sponsors changed its name to Spectrum
Brands.
11
RAYOVAC
401(k) RETIREMENT SAVINGS PLAN
Schedule
H, Line 4i - Schedule of Assets (Held at End of Year)
December
31, 2004
|
Description
|
Current value |
|||||||
|
94.5%
interest in the Master
Trust for Rayovac Corporation
|
$
68,460,849
|
|||||||
See
accompanying Report of Independent Registered Public Accounting
Firm
12
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) RETIREMENT
SAVINGS
PLAN
BY
/s/ Joe
Wickham
Joe
Wickham, Member of
Retirement
Plan Committee
June
29,
2005
13
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.
333-39239) on Form S-8 for the Rayovac 401(k) Retirement Savings Plan
of
our report dated June 27, 2005, with respect to the statements of net
assets available for plan benefits of the Rayovac 401(k) Retirement Savings
Plan
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) Retirement Savings Plan.
/s/
KPMG
LLP
Atlanta,
Georgia
June
27,
2005