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:
January 11, 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 7.01. REGULATION FD DISCLOSURE.
The following information is being furnished pursuant to this Item
7.01 and shall not be deemed "filed" for purposes of Section 18 of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), or otherwise
subject to the liabilities of that section, nor shall it be deemed
incorporated by reference in any filing under the Securities Act of 1933, as
amended, or the Exchange Act except as shall be expressly set forth by
specific reference in such filing.
In connection with a proposed financing to be undertaken by Rayovac
Corporation (the "Company") in connection with the proposed acquisition of
United Industries Corporation, certain financial data was provided to
potential financing sources. The Company is furnishing the information by
attaching it as Exhibits 99.1 through 99.7 hereto.
As used in the attached Exhibits 99.1 through 99.7, unless the
context indicates otherwise, "Rayovac" refers to Rayovac Corporation together
with its subsidiaries, "United" refers to United Industries Corporation
together with its subsidiaries, "Microlite" refers to Microlite S.A. together
with its subsidiaries, "Nu-Gro" refers to The Nu-Gro Corporation together with
its subsidiaries and "United Pet Group" refers to United Pet Group, Inc.
together with its subsidiaries.
Item 8.01. OTHER EVENTS.
On January 11, 2005, the Company issued a press release, attached
hereto as Exhibit 99.8, 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 Summary Unaudited Pro Forma Condensed
Consolidated Financial Data as of and for the
Fiscal Year Ended September 30, 2004
99.2 Summary Financial Data - Rayovac, as of and
for the Fiscal Years Ended September 30, 2002,
2003 and 2004
99.3 Summary Financial Data - United, as of and for
the Fiscal Years Ended December 31, 2001, 2002
and 2003 and as of and for the Nine Months
Ended September 30, 2003 (as Restated) and
2004
99.4 Unaudited Pro Forma Condensed Consolidated
Balance Sheet as of September 30, 2004
99.5 Unaudited Pro Forma Condensed Consolidated
Statement of Operations for the Fiscal Year
Ended September 30, 2004
99.6 Selected Financial Data - Rayovac, as of and
for the Fiscal Years Ended September 30, 2000,
2001, 2002, 2003 and 2004
99.7 Selected Financial Data - United, as of and
for the Fiscal Years Ended December 31, 1999,
2000, 2001, 2002 and 2003 and as of and for
the Nine Months Ended September 30, 2003 (as
Restated) and 2004
99.8 Press Release dated January 11, 2005
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: January 14, 2005 RAYOVAC CORPORATION
By: /s/ Randall J. Steward
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Name: Randall J. Steward
Title: Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
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99.1 Summary Unaudited Pro Forma Condensed Consolidated
Financial Data as of and for the Fiscal Year Ended
September 30, 2004
99.2 Summary Financial Data - Rayovac, as of and for the
Fiscal Years Ended September 30, 2002, 2003 and 2004
99.3 Summary Financial Data - United, as of and for the Fiscal
Years Ended December 31, 2001, 2002 and 2003 and as of
and for the Nine Months Ended September 30, 2003 (as
Restated) and 2004
99.4 Unaudited Pro Forma Condensed Consolidated Balance Sheet
as of September 30, 2004
99.5 Unaudited Pro Forma Condensed Consolidated Statement of
Operations for the Fiscal Year Ended September 30, 2004
99.6 Selected Financial Data - Rayovac, as of and for the
Fiscal Years Ended September 30, 2000, 2001, 2002, 2003
and 2004
99.7 Selected Financial Data - United, as of and for the
Fiscal Years Ended December 31, 1999, 2000, 2001, 2002
and 2003 and as of and for the Nine Months Ended
September 30, 2003 (as Restated) and 2004
99.8 Press Release dated January 11, 2005