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: July 13, 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 Identification
Number)
|
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))
|
| o |
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
July 12, 2007, Energizer Holdings, Inc. announced that it plans to webcast
a
conference call on Friday, July 13, 2007, by its Chief Executive Officer,
Ward
M. Klein which may contain statements that are not historical, particularly
statements regarding the growth and margin stability of the feminine hygiene,
infant products and sun care categories in which Playtex Products, Inc.
competes, the compatibility of the Playtex and Energizer businesses, synergies
and market opportunities, and the impact of the acquisition on earnings of
the
Company, all of which may be considered forward-looking statements within
the
meaning of the Private Securities Litigation Reform Act of 1995.
Forward-looking
statements are identified by
words such as “will”, ‘’expected”, and other similar words. The Company cautions
readers not to place undue reliance on any forward-looking statements, which
speak only as of the date made. A variety of known and unknown risks
and uncertainties could cause actual results to differ materially from the
anticipated results, which include, but are not limited to: (1) category
growth
of the business categories in which Playtex competes could be adversely impacted
by general economic or political conditions, competitive activity, or concerns
for product safety; (2) margin levels and cash flows can be negatively impacted
by competitive pressure, economic downturns, or pressure from retailer
customers; (3) the ability to expand Playtex products geographically to new
international markets may be hindered by local economic, cultural or political
conditions, competitive activity, and consumer or retailer resistance to
new
brands or products; (4) the Company’s cash flows from its combined businesses
could be impacted by competitive or economic pressure, or by unexpected capital
or other spending requirements, and as a result the Company’s credit profile
could be negatively impacted, or the Company could be unable to reduce its
outstanding debt as quickly as anticipated; (5) unexpected costs, significant
declines in Playtex sales or earnings, and the inability to obtain anticipated
synergies could negatively impact the expected earnings accretion resulting
from
the transaction; (6) currently anticipated synergies and cost reductions
could
be impacted by (i) unexpected business disruptions, loss of business focus,
or
inefficiencies resulting from the transaction or the combination of business
activities, (ii) an inability to reduce expenditures, realize manufacturing
efficiencies, or achieve favorable scale in the purchase of component materials,
to the degree anticipated, or (iii) higher than anticipated transactional
or
severance expenses. In
addition, other risks and uncertainties not presently known to us or that
we
consider immaterial could affect the accuracy of any such
forward-looking statements. The Company
does not undertake any
obligation to update
any forward-looking statements to reflect events that occur or circumstances
that exist after the date on which they were made.
Additional
risks
and uncertainties include those detailed from time to time in the Company’s
publicly filed documents, including its annual report on Form 10-K for its
fiscal year ended September 30, 2006.
Important
Merger Information
This
communication
may be deemed to be solicitation material in respect of the proposed acquisition
of Playtex by Energizer. In connection with the proposed acquisition, Playtex
intends to file a proxy statement on Schedule 14A with the Securities and
Exchange Commission, or SEC, and Playtex and Energizer intend to file other
relevant materials with the SEC. Shareholders of Playtex are urged to
read all relevant documents filed with the SEC when they become available,
including Playtex’s proxy statement, because they will contain important
information about the proposed transaction, Playtex and
Energizer. A definitive proxy statement will be sent
to holders of Playtex stock seeking their approval of the proposed
transaction. This communication is not a solicitation of a proxy from
any security holder of Playtex.
Investors
and
security holders will be able to obtain the documents (when available) free
of
charge at the SEC’s web site,
http://www.sec.gov. In addition, Playtex shareholders may
obtain free copies of the documents filed with the SEC when
available by contacting Playtex’s
Investor Relations at 203-341-4017. Such documents are not
currently available. You may also read and copy any reports, statements and
other information filed by Playtex or Energizer with the SEC at the SEC
public reference room at 100 F Street, N.E. Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the
SEC’s
website for further information on its public reference room.
Energizer
and its
directors and executive officers, and Playtex and its directors and executive
officers, may be deemed to be participants in the solicitation of proxies
from
the holders of Playtex common stock in respect of the proposed transaction.
Information about the directors and executive officers of Energizer is set
forth
in Energizer’s proxy statement which was filed with the SEC on December 5, 2006.
Information about the directors and executive officers of Playtex is set
forth
in Playtex’ s proxy statement which was filed with the SEC on March 23, 2007.
Investors may obtain additional information regarding the interest of Energizer
and its directors and executive officers, and Playtex and its directors and
executive officers in the proposed transaction by reading the proxy statement
regarding the acquisition when it becomes available.
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:
July 13,
2007