View:
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 (date of earliest event reported): June 28, 2001
Rayovac Corporation
- ------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 001-13615 22-2423556
- -------------------------------------------------------------------------------
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
601 Rayovac Drive Madison, WI 53711
- -------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(608) 275-3340
- -------------------------------------------------------------------------------
Registrant's telephone number
including area code
Not Applicable
- -------------------------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
Item 5. Other Events.
On June 28, 2001, Rayovac Corporation (the "Company")
issued a press release announcing the closing of the offer to purchase for
cash and consent solicitation with respect to its outstanding $65 million
principal amount of 10 1/4% Series B Senior Subordinated Notes due 2006.
A copy of the press release issued by the Company dated
June 28, 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 28, 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 28, 2001 By: /s/ Randall J. Steward
----------------------------------
Name: Randall J. Steward
Title: Executive Vice President of
Administration and Chief
Financial Officer
EXHIBIT INDEX
Exhibit Description
99.1 Press Release dated June 28, 2001 issued by the
Company.
RAYOVAC CORPORATION ANNOUNCES
EXPIRATION OF THE TENDER OFFER FOR ITS
OUTSTANDING SENIOR SUBORDINATED NOTES
Madison, WI, June 28, 2001 /PRNewswire/ -- Rayovac Corporation
("Rayovac") announced today the closing of the offer to purchase for cash
and consent solicitation made with respect to its outstanding $65 million
principal amount of 10 1/4% Series B Senior Subordinated Notes due 2006
(the "Notes"). The offer expired at 11:59 p.m., New York City time, on June
27, 2001 (the "Expiration Date").
As of 11:59 p.m. on the Expiration Date, the depositary had
received tenders with respect to $64,761,000 aggregate principal amount of
Notes. Rayovac has accepted all of the tendered Notes for payment. Rayovac
anticipates depositing sufficient funds with the depositary for payment of
the Notes on or about June 28, 2001.
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.