UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________________________
FORM
10-K/A
(Amendment
No. 2)
ANNUAL
REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE
SECURITIES EXCHANGE ACT OF 1934
For
the
fiscal year ended September 30, 2005 Commission File No.
001-15401
ENERGIZER
HOLDINGS, INC.
____________________________________
Incorporated
in Missouri IRS Employer Identification No.
43-1863181
533
Maryville University Drive, St. Louis, Missouri 63141
Registrant's
telephone number, including area code: 314-985-2000
Securities
registered pursuant to Section 12(b) of the Act:
|
Title
of each class
|
Name
of each exchange on which registered
|
|
Energizer
Holdings, Inc.
Common
Stock,
par value $.01 per share
|
New
York
Stock Exchange, Inc.
|
|
Energizer
Holdings, Inc.
Common
Stock
Purchase Rights
|
New
York
Stock Exchange, Inc.
|
Indicate
by check
mark if the registrant is a well-known seasoned issuer, as defined in Rule
405
of the Securities Act.
Yes:
X No:
Indicate
by check
mark if the registrant is not required to file reports pursuant to Section
13 or
15(d) of the Securities Exchange Act of 1934.
Yes: No: X
Indicate
by check
mark whether the registrant (1) has filed all reports required to be filed
by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding
12 months and (2) has been subject to such filing requirements for the past
90
days.
Yes: X No:
Indicate
by check
mark if disclosure of delinquent filers pursuant to Item 405 of Regulation
S-K
is not contained herein, and will not be contained, to the best of registrant's
knowledge, in definitive proxy statements incorporated by reference in Part
III
of this Form 10-K or any amendment to this Form 10-K.
Yes:
X No:
Indicate
by check
mark whether the registrant is an accelerated filer.
Yes:
X No:
Indicate
by check
mark whether the registrant is a shell company.
Yes: No:
X
State
the aggregate
market value of the voting common equity held by nonaffiliates of the Registrant
as of the close of business on March 31, 2005, the last day of the Registrant’s
most recently completed second quarter: $4,059,847,475.
(Excluded
from
these figures is the voting stock held by Registrant's Directors and Executive
Officers, who are the only persons known to Registrant who may be considered
to
be its "affiliates" as defined under Rule 12b-2. Registrant does not have a
class of non-voting equity securities.)
Number
of shares of
Energizer Holdings, Inc. Common Stock ("ENR Stock"), $.01 par value, outstanding
as of close of business on November 30, 2005:
65,313,324.
Explanatory
Note
This
Amendment No. 2 on Form 10-K/A amends
certain portions of the Annual Report on Form 10-K of Energizer Holdings, Inc.
("Energizer") for the fiscal year ended September 30, 2005 as filed with the
Securities and Exchange Commission on December 5, 2005, and as amended on
February 15, 2006. In response to a telephone request from the Commission's
Division of Corporation Finance, we have amended the certifications filed as
Exhibits 31(i) and 31(ii) to include a statement on responsibility for internal
controls as required by Item 601(b)(31) of Regulation S-K, which is
highlighted in the attached certificates. No other amendments have been made,
and this Form 10-K/A does not reflect events occurring after the filing of
the
original Annual Report or modify or update those disclosures affected by
subsequent events.
Item
15—Exhibits
(a) The
following exhibits (listed by numbers corresponding to the Exhibit Table of
Item
601 in Regulation S-K) are filed with this report.
|
31(i)
|
Section
302
Certification of Chief Executive Officer.
|
|
31(ii)
|
Section
302
Certification of Executive Vice President and Chief Financial
Officer.
|
SIGNATURES
Pursuant
to the requirements of Section 13 or
15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused
this report to be signed on its behalf by the undersigned, thereunto duly
authorized.
ENERGIZER
HOLDINGS,
INC.
By ________________________________
Ward
M. Klein
Chief
Executive
Officer
Date: March
2,
2006
|
Signature
|
Title
|
|
/s/
Daniel J.
Sescleifer
Daniel
J.
Sescleifer
|
Executive
Vice President and Chief Financial Officer
|
|
/s/
Mark A.
Schafale
Mark
A.
Schafale
|
Vice
President and Controller
|
|
/s/
William
P.
Stiritz
William
P.
Stiritz
|
Chairman
of
the Board of Directors
|
|
/s/
J.
Patrick
Mulcahy
J.
Patrick
Mulcahy
|
Vice
Chairman
of the Board of Directors
|
|
/s/
R. David
Hoover
R.
David
Hoover
|
Director
|
|
/s/
John E.
Klein
John
E.
Klein
|
Director
|
|
/s/
Richard
A.
Liddy
Richard
A.
Liddy
|
Director
|
|
/s/
W.
Patrick McGinnis
W.
Patrick
McGinnis
|
Director
|
|
/s/
Joe R.
Micheletto
Joe
R.
Micheletto
|
Director
|
|
/s/
Pamela
Nicholson
Pamela
Nicholson
|
Director
|
|
/s/
John R.
Roberts
John
R.
Roberts
|
Director
|
|
/s/
John C.
Hunter
John
C.
Hunter
|
Director
|
|
/s/
Bill G.
Armstrong
Bill
G.
Armstrong
|
Director
|