UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
September 26, 2003
(Date of earliest event reported)
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 File Number) (I.R.S. Employer
of incorporation) Identification No.)
601 Rayovac Drive, Madison, Wisconsin 53711
(Address of principal executive offices, including zip code)
(608) 275-3340
(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 September 26, 2003, Rayovac Corporation issued a press release, attached
hereto as Exhibit 99.1, which press release is incorporated herein by
reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
(c) Exhibits
99.1 Press Release issued by Rayovac Corporation. dated September 26, 2003.
SIGNATURES
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 hereunto duly authorized.
RAYOVAC CORPORATION
Date: September 26, 2003 By: /s/ Randall J. Steward
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Randall J. Steward
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit Number Description of Exhibit
99.1 Press release dated September 26, 2003 Issued by Rayovac
Corporation.
EXHIBIT 99.1
PRESS RELEASE
RAYOVAC CORPORATION ANNOUNCES PRICING OF
$350 MILLION OF SENIOR SUBORINATED NOTES
SEPTEMBER 26, 2003
JOHN DAGGETT, 608-275-4912
RAYOVAC CORPORATION ANNOUNCES PRICING OF $350 MILLION
OF
SENIOR SUBORDINATED NOTES
MADISON, Wis., (September 26, 2003) - Rayovac Corporation announced today that
it has executed a purchase agreement for the sale of $350 million in aggregate
principal amount of 8-1/2% senior subordinated notes due 2013.
The proceeds from the offering, together with borrowings under Rayovac's
senior credit facilities, will be used to finance Rayovac's acquisition of
Remington Products Company, to retire Remington's existing indebtedness, to
pay related fees and expenses, to repay amounts outstanding under the
revolving portion of our senior credit facilities and for general coporate
purposes. The sale is conditioned, among other things, upon the closing of the
Remington acquisition.
The senior subordinated notes have not and will not be registered under the
Securities Act of 1933, as amended, and may not be offered or sold in the
United States absent registration or an applicable exemption from the
registration requirements under the Securities Act. This announcement is
neither an offer to sell nor a solicitation of an offer to buy any of these
securities.
About Rayovac
With close to $1 billion in sales, Rayovac has more than doubled its revenues
over the last six years and has evolved from a predominantly North American
company into a global organization with approximately 60 percent of its sales
generated from outside the U.S.
In 1999, Rayovac acquired ROV Ltd., a Latin American battery company that held
the rights to the Rayovac name in Latin America (except Brazil) and certain
countries in the Middle East and Africa. This acquisition consolidated
Rayovac's rights to the Rayovac brand around the world (except Brazil), gave
the company a powerful market presence in Latin America and opened the doors
to new distribution.
In October 2002, Rayovac further expanded its global presence by acquiring the
worldwide consumer battery business of VARTA AG, a German company with
significant market positions throughout Europe and in Latin America.
Today, Rayovac is one of the world's leading battery and lighting device
companies. The Company also markets the number one selling rechargeable brand
of battery in the U.S. and Europe and is the world leader in hearing aid
batteries. Rayovac trades on the New York Stock Exchange under the ROV symbol.
About Remington
Remington products are sold in more than 20,000 retail outlets in the United
States. More than 70 percent of Remington's sales are in North America.
Remington's core North American shaving and grooming products business has
grown 18 percent per year from 1998 through 2002. Internationally, Remington
products are sold through a network of subsidiaries and distributors in more
than 85 countries.
The Remington product line includes electric rotary and foil dry shavers for
men and women, beard and moustache trimmers and haircut kits. They also offer
personal grooming products for men and women and small electronic appliances
such as hair dryers, stylers, hot rollers and lighted mirrors. Remington
branded products are sold in the U.S. and internationally through mass
merchandisers, catalog showrooms, drug stores, department stores, television
direct to consumers, online retailing and through the company's network of
service stores.
Certain matters discussed in this news release, with the exception of
historical matters, are forward-looking statements within the meaning of the
Private Securities 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)
changes in consumer demand for the various types of products offered by
Rayovac or Remington, (3) changes in the general economic conditions where we
do business, such as stock market prices, interest rates, currency exchange
rates, inflation and raw material costs, (4) our ability to successfully
implement manufacturing, distribution and other cost efficiencies, (5) our
ability to obtain the regulatory approvals and financing necessary to close
the Remington transaction and (6) various other factors, including those
discussed herein and those set forth in Rayovac's and Remington's most recent
Form 10-Q, Annual Report on Form 10-K and the prospectus supplement for
Rayovac's most recent offering of its common stock.