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 5, 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 the proposed acquisition by Rayovac Corporation
(the "Company") of United Industries Corporation ("United"), certain unaudited
pro forma condensed consolidated financial data is being provided to United
shareholders. The Company is furnishing that information by attaching it as
Exhibits 99.1 and 99.2 hereto.
As used in the attached Exhibits 99.1 and 99.2, 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., "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 5, 2005, the Company issued a press release, attached
hereto as Exhibit 99.3, which press release is incorporated herein by
reference.
Item 9.01. FINANCIAL STATEMENTS AND EXHIBITS.
(c) Exhibits
Exhibit
Number Description of Exhibit
99.1 Unaudited pro forma condensed consolidated financial
data as of and for the fiscal year ended September
30, 2004.
99.2 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.
99.3 Press release dated January 5, 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 6, 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
99.1 Unaudited pro forma condensed consolidated
financial data as of and for the fiscal year ended
September 30, 2004.
99.2 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.
99.3 Press release dated January 5, 2005.