FORM 4/A
[ ] Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may continue.
See Instruction 1(b).
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
|_____________________|
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |OMB NUMBER: 3235-0287|
|EXPIRES: |
| JANUARY 31, 2005 |
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE ... 0.5 |
Holding Company Act of 1935 |_____________________|
or Section 30(h) of the Investment
Company Act of 1940
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1. Name and Address of Reporting Person*
Cancio Luis A.
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(Last) (First) (Middle)
c/o Rayovac Corporation, 601 Rayovac Drive
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(Street)
Madison Wisconsin 53711
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(City) (State) (Zip)
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2. Issuer Name and Ticker or Trading Symbol
Rayovac Corporation (ROV)
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3. I.R.S. Identification Number of Reporting Person, if an entity
(Voluntary)
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4. Statement for Month/Day/Year
11/20/2002
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5. If Amendment, Date of Original (Month/Day/Year)
10/03/2002
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6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
[ ] Director
[ ] 10% Owner
[ x] Officer (give title below)
[ ] Other (specify below)
Executive Vice President - Latin America
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7. Individual, or Joint/Group Filing (Check Applicable Line)
[ x] Form filed by One Reporting Person
[ ] Form filed by More than One Reporting Person
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TABLE I - NON-DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF,
OR BENEFICIALLY OWNED
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1. Title of Security (Instr. 3)
Common Stock
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2. Transaction Date (Month/Day/Year)
10/1/2002
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2A. Deemed Execution Date, if any (Month/Day/Year)
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3. Transaction Code (Instr. 8)
A
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
Price:
28,415 (A)
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5. Amount of Securities Beneficially Owned Following Reported
Transaction(s)
(Instr. 3 and 4)
62,499
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6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4)
60,702(D); 1,797(I)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
See Footnote (1)
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TABLE II - DERIVATIVE SECURITIES ACQUIRED, DISPOSED OF, OR BENEFICIALLY
OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. Title of Derivative Security (Instr. 3)
A. Employee Stock Option (Right to Buy)
B. Employee Stock Option (Right to Buy)
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2. Conversion or Exercise Price of Derivative Security
A. $12.20
B. $12.20
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3. Transaction Date (Month/Day/Year)
A. 10/1/2002
B. 10/1/2002
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3A. Deemed Execution Date, if any (Month/Day/Year)
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4. Transaction Code (Instr. 8)
A. A
B. A
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
A. Granted option to purchase 25,000 shares of Common Stock (A)
B. Granted option to purchase 25,000 shares of Common Stock (A)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
A. See Footnote (2)
B. See Footnote (3)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4)
A. Common Stock; 25,000 shares
B. Common Stock; 25,000 shares
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8. Price of Derivative Securities (Instr. 5)
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9. Number of Derivative Securities Beneficially Owned Following Reported
Transaction(s)
(Instr. 4)
A. 25,000
B. 25,000
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10. Ownership Form of Derivative Security: Direct(D) or Indirect (I)
(Instr. 4)
A. Direct
B. Direct
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
A. Not applicable
B. Not applicable
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EXPLANATION OF RESPONSES:
(1) The reporting person holds 1,797 shares through the Rayovac 401(k)
Retirement Savings Plan.
(2) The option vests and becomes exercisable in equal annual installments
over a three-year period that commenced October 1, 2002. The option
expires on October 1, 2012.
(3) The option vests and becomes exercisable in equal annual installments
over a three-year period that commenced October 1, 2002, subject to
Rayovac's achievement of certain performance goals each year. If any
such performance goal is not met, the unvested portion of the option
will vest and become exercisable one day prior to its expiration. The
option expires on October 1, 2012.
/s/ Tracy S. Wrycha, as attorney-in-fact November 20, 2002
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** SIGNATURE OF REPORTING PERSON DATE
_______________________
Reminder: Report on a separate line for each class of securities beneficially
owned directly or indirectly.
* If the Form is filed by more than one reporting person, see, Instruction
4(b)(v).
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78ff(a).
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED. IF SPACE IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE.
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Tracy S. Wrycha his true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer or director of Rayovac Corporation (the
"Company"), any and all Forms 3, 4 and 5 required to be filed by the
undersigned in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5 and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in- fact on
behalf of the undersigned, pursuant to this Power of Attorney, shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary, and proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that no such attorney-in-fact, in serving in such
capacity at the request of the undersigned, is hereby assuming, nor is the
Company hereby assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 16th day of October, 2002.
/s/ Luis A. Cancio
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Signature
Luis A. Cancio
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Print or type name
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints James T. Lucke his true and lawful attorney-in-fact
to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer/director of Rayovac Corporation (the
"Company"), any and all Forms 3, 4 and 5 required to be filed by the
undersigned in accordance with Section 16(a) of the Securities Exchange Act of
1934 and the rules thereunder;
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and execute any
such Form 3, 4 or 5 and timely file such form with the United States
Securities and Exchange Commission and any stock exchange or similar
authority; and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by, the undersigned,
it being understood that the documents executed by such attorney-in- fact on
behalf of the undersigned, pursuant to this Power of Attorney, shall be in
such form and shall contain such terms and conditions as such attorney-in-fact
may approve in his discretion.
The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform all and every act and thing whatsoever requisite,
necessary, and proper to be done in the exercise of any of the rights and
powers herein granted, as fully to all intents and purposes as the undersigned
might or could do if personally present, with full power of substitution or
revocation, hereby ratifying and confirming all that such attorney-in-fact, or
his substitute or substitutes, shall lawfully do or cause to be done by virtue
of this Power of Attorney and the rights and powers herein granted. The
undersigned acknowledges that no such attorney-in-fact, in serving in such
capacity at the request of the undersigned, is hereby assuming, nor is the
Company hereby assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorney-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 7th day of November, 2000.
/s/ Luis A. Cancio
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Signature
Luis A. Cancio
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Print or type name