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: February 25, 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
8.01. OTHER EVENTS.
On
February 24, 2005, Energizer Holdings, Inc. webcast a speech by its Chief
Executive Officer, Ward M. Klein which contained statements that were not
historical, particularly statements regarding the continuing stability of
battery cash flows, the potential for margin improvement in the Company's razors
and blades business, the benefits of the Company's geographic diversification,
estimates of global and U.S. battery category growth and battery unit trends,
the continuing proliferation of battery powered devices and their impact on the
migration to rechargeable power, the growth and ongoing profit contributions of
performance batteries, opportunities for share increase in the price
sub-segment, future capital expenditures, and cost reduction opportunities from
the integration of the razors and blades business, all of which may be
considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995.
The
Company cautions listeners not to place undue reliance on any forward-looking
statements, which speak only as of the date made. Actual results could differ
materially from those projected in the presentation. Battery cash flows are
subject to fluctuation or disruption in the event of severe economic downturns;
changes in consumer preferences, battery technologies or devices which currently
utilize primary batteries; retailer demands for price reductions or promotional
programs; or raw material price increases. The ability of the Company to realize
continuing margin improvement in its razors and blades business can be impacted,
in particular, by competitive activity, but also by consumer demands, retailer
pressure, and the ability to continue to develop innovative products which can
obtain higher margins. The benefits of geographic diversification may be
outweighed by the risks of operating a worldwide business, including the risks
of political or economic turmoil in foreign locations, the possibility of
expropriation, confiscatory taxation or price controls, difficulties inherent in
operating in countries with less developed legal systems, and restrictions on
the flow of capital between countries. Energizer's estimates of battery category
growth and trends may be inaccurate, or may not reflect significant segments of
retailer markets in the U.S. or globally, and there is no guarantee that such
trends will continue. Ongoing innovation and improvements in battery-powered
devices may not continue, and general economic conditions could significantly
impact the growth in sales of such devices. Moreover, there can be no assurance
that new devices which may be introduced will utilize primary batteries, or that
they will offset the loss of battery unit volumes because of the migration of
such devices to rechargeable batteries. Changes in consumer preferences,
economic downturns in key markets, and increasing migration of battery-powered
devices to rechargeable batteries could negatively impact the growth in sales of
the premium battery sub-segment, and retailer pressure or competitive activity
could impact the ongoing price contributions of that sub-segment, while actions
of competitors could limit the Company's opportunity to increase share in the
price sub-segment. Future capital expenditures may be impacted by general
economic conditions, competitive activity, available cash flows, and the
expected return on such investments. Continuing opportunities to integrate
razors and blades activities with the battery business may be more limited than
anticipated due to changes in market or competitive conditions, systems or
personnel issues, or other operational reasons, and as a result, projected
annual savings may not materialize. In addition, the Company would advise review
of the various risks and uncertainties which are detailed in its publicly-filed
documents, including its Registration Statement on Form 10, its Annual Report on
Form 10-K for the year ended September 30, 2004, its Quarterly Report on Form
10-Q for the period ended December 31, 2004, and its Current Report on Form 8-K
dated April 25, 2000
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.
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ENERGIZER
HOLDINGS, INC. |
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| Dated: February 25, 2005 |
By: |
/s/ Daniel
J. Sescleifer |
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|
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Name:
Daniel J. Sescleifer |
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Title: Executive Vice President
and Chief Financial Officer |