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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
Date of Report:
February 1, 2005
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(Date of earliest event reported)
RAYOVAC CORPORATION
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(Exact Name of Registrant as Specified in Charter)
Wisconsin 001-13615 22-2423556
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(State or other Jurisdiction (Commission File No.) (IRS Employer
of Incorporation) Identification No.)
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
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(Address of principal executive offices, including zip code)
(770) 829-6200
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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)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the Registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act (17
CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events.
On February 1, 2005 the Company issued a press release, attached hereto as
Exhibit 99.1, which press release is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
Exhibit
Number Description of Exhibit
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99.1 Press Release dated February 1, 2005 issued by
Rayovac Corporation.
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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.
Date: February 3, 2005 RAYOVAC CORPORATION
By: /s/ Randall J. Steward
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Name: Randall J. Steward
Title: Executive Vice President and
Chief Financial Officer
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EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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99.1 Press Release dated February 1, 2005 issued by
Rayovac Corporation.
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EXHIBIT 99.1
Rayovac Extends Tender Offer for United Industries Corporation's 9 7/8% Notes
ATLANTA, Feb 01, 2005 /PRNewswire-FirstCall via COMTEX/ -- Rayovac Corp. (NYSE:
ROV), a global consumer products company with a diverse portfolio of
world-class brands, announced today that it is extending the expiration date of
its tender offer for United Industries Corporation's 9 7/8% Notes from 12:00
midnight, New York City time, on Wednesday, February 2, 2005, to 9:00 a.m., New
York City time, on Monday, February 7, 2005.
Rayovac's obligation to accept the notes for payment is contingent, among other
things, on the closing of its acquisition of United Industries. The tender
offer expiration date is being extended to coincide with the anticipated
closing of the United Industries acquisition.
As of 5:00 p.m., New York City time, on February 1, 2005, Rayovac has received
tenders from holders of $218.9 million in aggregate principal amount of the
notes, representing approximately 94.4% of the outstanding notes.
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 dated January 5, 2005, 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 800-290-6427 (U.S. toll free) or 212-269-5550 (collect). Banc of America
Securities LLC is the exclusive dealer manager and solicitation agent 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 (U.S.
toll free) or 704-388-9217 (collect).
About Rayovac:
Rayovac is a global consumer products company and one of the largest battery,
shaving and grooming, and lighting companies in the world. Through a diverse
and growing portfolio of world-class brands -- including Rayovac, Varta and
Remington -- Rayovac holds leading market positions in a number of major
product categories. The company's products are sold by 19 of the world's top 20
retailers, and are available in over one million stores in 120 countries around
the world. Headquartered in Atlanta, Georgia, Rayovac generates approximately
$1.5 billion in annual revenues and has 6,500 employees worldwide. The
company's stock trades on the New York Stock Exchange under the symbol ROV.
Forward-Looking Statements
Certain matters discussed in the news release, with the exception of historical
matters, may be 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) our
ability to close and finance the contemplated United acquisition as
anticipated, (2) our ability to achieve anticipated synergies and efficiencies
as a result of this transaction, (3) changes in external competitive market
factors, such as introduction of new product features of technological
developments, development of new competitors or competitive brands or
competitive promotional activity or spending, (4) changes in consumer demand
for the various types of products Rayovac and United offer, (5) changes in the
general economic conditions where Rayovac and United do business, such as stock
market prices, interest rates, currency exchange rates, inflation and raw
material costs, (6) our ability to successfully implement manufacturing,
distribution and other cost efficiencies and (7) various other factors,
including those discussed herein and those set forth in Rayovac's and United's
securities filings, including their most recently filed Forms 10Q and Annual
Reports on Form 10-K.
SOURCE Rayovac Corp.
Nancy O'Donnell VP Investor Relations of Rayovac Corp., +1-770-829-6208
http://www.prnewswire.com
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