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 28, 2005
---------------------------------
(Date of earliest event reported)
RAYOVAC CORPORATION
--------------------------------------------------
(Exact Name of Registrant as Specified in Charter)
Wisconsin 001-13615 22-2423556
------------------------------- --------------------- ------------------
(State or other Jurisdiction of (Commission File No.) (IRS Employer
Incorporation) Identification No.)
Six Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(770) 829-6200
----------------------------------------------------
(Registrant's telephone number, including area code)
Not Applicable
-------------------------------------------------------------
(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 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 99.4
hereto.
As used in the attached Exhibits 99.1 through 99.4, 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 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Exhibit
------- ----------------------
99.1 United Industries Corporation Unaudited Pro
Forma Condensed Combined Financial Information
for the Nine Months Ended September 30, 2004
and the Year Ended December 31, 2003
99.2 Summary Unaudited Pro Forma Condensed
Consolidated Financial Data as of and for the
Fiscal Year Ended September 30, 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
Financial Data as of and for the Fiscal Year
Ended September 30, 2004
2
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 28, 2005 RAYOVAC CORPORATION
By: /s/ Randall J. Steward
-----------------------------------
Name: Randall J. Steward
Title: Executive Vice President and
Chief Financial Officer
3
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
------- ----------------------
99.1 United Industries Corporation Unaudited Pro
Forma Condensed Combined Financial Information
for the Nine Months Ended September 30, 2004
and the Year Ended December 31, 2003
99.2 Summary Unaudited Pro Forma Condensed
Consolidated Financial Data as of and for the
Fiscal Year Ended September 30, 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
Financial Data as of and for the Fiscal Year
Ended September 30, 2004
4