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: October 1, 2007
ENERGIZER
HOLDINGS, INC.
(Exact
name of
Registrant as specified in its charter)
|
MISSOURI
|
1-15401
|
No.
43-1863181
|
|
(State
or
Other Jurisdiction
of Incorporation)
|
(Commission File
Number)
|
(IRS
Employer IdentificationNumber)
|
533
MARYVILLE UNIVERSITY DRIVE, ST. LOUIS,
MO 63141
(314)
985-2000
(Registrant's
telephone number, including area code)
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:
|
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
|
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR 240.14d-2(b))
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|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17
CFR 240.13e-4(c))
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Item
8.01. Other Events.
The
Company today
issued the following press release:
ENERGIZER
HOLDINGS, INC. COMPLETES ACQUISITION OF PLAYTEX PRODUCTS,
INC.
St.
Louis,
Missouri, October 1, 2007 – Energizer Holdings, Inc. [NYSE: ENR], announced
today that it has completed its acquisition of Playtex Products, Inc.
[NYSE: PYX] for $18.30 per share in cash plus the assumption of
Playtex’s debt. Shareholders of Playtex approved the merger of
Playtex with a wholly owned subsidiary of Energizer on September 27,
2007.
Energizer
also
announced that, under the previously announced tender offer for the outstanding
8% Senior Secured Notes due 2011 and 9-3/8% Senior Subordinated Notes due 2011
of Playtex, the company has purchased $286.3 million of the 8% notes,
representing 98.7% of the outstanding notes, and $276.7 million of the 9-3/8%
notes, representing 95.8% of the outstanding notes. Energizer has
deposited funds with the trustees for each issue in order to defease the
remaining notes. The 8% notes have been defeased to a March 3, 2008
redemption date and the 9-3/8% notes have been defeased to an October 12, 2007
redemption date. The tender offer remains open under 5:00 p.m., New
York City time, on October 3, 2007, but holders tendering at this time will
not
be entitled to receive the consent payment referred to in the tender offer
documents.
The
funds required
for the acquisition and the tender offer are being provided primarily from
Energizer’s previously announced $1.5 billion term loan agreement entered into
on September 14. 2007. The company anticipates that the term loan
will be refinanced in the private placement market or through other credit
facilities over the next several months.
“The
employees of
Playtex and its strong consumer brands will be a great addition to the Energizer
family,” said Ward M. Klein, Chief Executive Officer. “In addition to
expanding our product portfolio and our presence in the personal care industry,
this acquisition brings to us many talented and dedicated colleagues, providing
us with the benefits of their knowledge and experience in the skin care,
feminine care, and infant care segments.”
About
Playtex:
Celebrating
75
years of innovation, Playtex Products, Inc. is a leading manufacturer and
distributor of a diversified portfolio of Skin Care, Feminine Care, and Infant
Care products, including Banana Boat, Hawaiian Tropic, Wet Ones, Playtex
gloves, Playtex tampons, Playtex infant feeding products,
and Diaper Genie.
About
Energizer
Holdings, Inc.:
Energizer
Holdings,
Inc., headquartered in St. Louis, Missouri, is a global leader in the dynamic
business of providing portable power and ranks as one of the world’s largest
manufacturers of primary batteries and flashlights. Anchored by our
universally recognized and respected Energizer and Eveready
brands, the portfolio of products includes household batteries,
specialty
batteries and battery-powered lighting products. Energizer is also
the parent company of Schick-Wilkinson Sword (SWS), the second largest
manufacturer of wet shave products in the world. With two widely
recognized personal care brands, SWS competes successfully in all three segments
of the global wet shave market – men’s systems, women’s systems and
disposables. Energizer trades on the New York Stock Exchange under
the symbol ENR.
###
With
the
exception of the historical information contained in the release, the matters
described herein contain forward-looking statements that are made pursuant
to
the Safe Harbor provisions of the Private Securities Litigation Reform Act
of
1995. Forward-looking statements involve a number of risks, uncertainties or
other factors beyond the Company’s control, which may cause material differences
in actual results, performance or other expectations. Readers are
cautioned not to place undue reliance on these forward-looking statements,
which
speak only as of the date hereof. The Company assumes no obligation to update
such information.
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.
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
October 1,
2007