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: April 3, 2003
ENERGIZER HOLDINGS, INC.
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(Exact name of Registrant as specified in its charter)
MISSOURI 1-15401 No. 43-1863181
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(State or Other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
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533 MARYVILLE UNIVERSITY DRIVE, ST. LOUIS, MO 63141
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(Address of Principal Executive Offices) (Zip Code)
(314) 985-2000
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(Registrant's telephone number, including area code)
Item 2. Acquisition or Disposition of Assets.
On March 28, 2003, the registrant and its affiliated subsidiaries completed the
acquisition of the worldwide Schick Wilkinson-Sword business (the "SWS
Business") of Pfizer, Inc. The SWS Business is engaged in the business of
researching, developing, manufacturing, marketing, distributing and selling
men's and women's shaving products and systems, as well as manicure, toiletry
and sword products. The assets acquired included the capital stock of
approximately 10 Pfizer subsidiaries engaged in the SWS Business, as well as
manufacturing and other operating assets of the SWS Business in approximately 30
other countries worldwide, for an aggregate purchase price of Nine Hundred and
Thirty Million Dollars ($930,000,000), subject to adjustment to reflect working
capital of the SWS Business as of closing. Following the acquisition,
registrant intends to continue the operation of the SWS Business. Registrant
obtained the funds for the acquisition through a combination of borrowings or
receipts under (i) a 364-Day Bridge Term Loan Credit Agreement, (ii) a 5-Year
Revolving Credit Agreement, (iii) a 364-Day Credit Agreement, and (iv) an Asset
Securitization Receivable Purchase Agreement, as well as through cash on hand.
Registrant has not included in this Current Report on Form 8-K the financial
statements of the SWS Business and pro forma financial information required by
Item 7 to Form 8-K, but will file such statements and information in an
additional Form 8-K Report not later than 75 days following March 28, 2003.
Item 7. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
(i) The following exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601 in Regulation S-K) are hereby incorporated by reference to
registrant's Post-Effective Amendment No. 1 to Form 10, filed April 19, 2000.
99(i) Debt Assignment, Assumption and Release Agreement by and among Ralston
Purina Company, Energizer Holdings, Inc. and Bank One, N.A.
99(ii) 5-Year Revolving Credit Agreement between Ralston Purina Company and
Bank One, N.A.
99(iii) 364-Day Credit Agreement between Ralston Purina Company and Bank
One, N.A.
99(iv) Asset Securitization Receivable Purchase Agreement between Energizer
Holdings, Inc., Falcon Asset Securitization Corporation and Bank One, N.A.
(ii) The following exhibits (listed by numbers corresponding to the Exhibit
Table of Item 601 in Regulation S-K) are hereby incorporated by reference to
registrant's Quarterly Report on Form 10Q for the Quarter Ended December 31,
2002.
2 Stock and Asset Purchase Agreement between Pfizer Inc. and Energizer
Holdings, Inc.
99(v) 364-Day Bridge Term Loan Credit Agreement among Energizer Holdings,
Inc., various lenders, Bank One, N.A. as Administrative Agent, and Bank of
America, N.A. as Syndication Agent.
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: /s/ Daniel J. Sescleifer
Daniel J. Sescleifer
Executive Vice President and Chief Financial Officer
Dated: April 3, 2003