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 27, 2005
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
(Address
of
Principal Executive Offices) (Zip Code)
(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
2.02.
RESULTS OF OPERATIONS AND FINANCIAL CONDITION.
The
information
furnished pursuant to this Item 2.02, including the attached Exhibit, shall
not
be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of
1934, as amended, nor shall it be deemed incorporated by reference into any
filing under the Securities Act of 1933, except as shall be expressly set
forth
by specific reference in such filing.
On
July 27,
2005, Energizer Holdings, Inc. issued a press release announcing financial
and
operating results for its third fiscal quarter ending June 30, 2005. This
press
release, which included the attached unaudited Statement of Earnings for
the
quarter, is furnished as Exhibit 99.1 hereto and incorporated herein by
reference.
ITEM
8.01.
OTHER EVENTS
The
Company’s Proxy
Statement pursuant to Section 14(a) of the Securities Exchange Act of 1934
relating to its 2005 Annual Meeting of Shareholders, which was filed with
the
Securities and Exchange Commission on December 9, 2004, failed to include,
in
the table of fees paid to its independent accountant, PricewaterhouseCoopers
LLP
(“PWC”), $403,115 of audit fees and expenses for fiscal 2004, and $316,000 of
audit fees and expenses for fiscal 2003, related to statutory audits for
FY 04
and FY 03 conducted by PWC in 8 foreign countries, as well as PWC expenses
in
the ordinary course which were reimbursed by the Company as part of its fee
arrangement. The 8 foreign subsidiaries for which the statutory audits were
conducted were acquired by the Company as part of its acquisition of the
Schick-Wilkinson Sword business in March of 2003, and the fees related to
those
audits were inadvertently overlooked when compiling fees for disclosure in
the
Proxy Statement. The table of fees, corrected to reflect the above mistakes,
is
as follows:
Fees
Paid
to PricewaterhouseCoopers LLP
|
FY
04
|
FY
03
|
|
|
Audit
Fees
|
$
2,584,000
|
$
2,155,000
|
|
Audit-Related
Fees
|
$ 161,633
|
$
220,900
|
|
Tax
Fees
|
||
|
Tax
Compliance/
preparation
|
$ 710,888
|
$
691,000
|
|
Other
Tax
Services
|
$ 549,811
|
$
233,000
|
|
Total
Tax
Fees
|
$ 1,260,699
|
$
924,000
|
|
All
Other
Fees
|
$
29,400
|
$
172,400
|
|
Total
Fees
|
$
4,035,732
|
$
3,472,300
|
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.
Dated:
July 27,
2005
ENERGIZER
HOLDINGS,
INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
EXHIBIT
INDEX
Exhibit
No.