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 13, 2007
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)
|
|
x
|
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
1.01.
ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.
On
July 12, 2007, Energizer Holdings, Inc. (the “Company”) and its wholly-owned
subsidiary, ETKM, Inc. (“ETKM”), entered into an Agreement and Plan of Merger
(the “Merger Agreement”) with Playtex Products, Inc.
(“Playtex”). Pursuant to the Merger Agreement, ETKM will be merged
with and into Playtex, with Playtex continuing as the surviving corporation
and
a wholly-owned subsidiary of the Company (the “Merger”).
In
connection with the execution of the Merger Agreement, the Company concurrently
entered into a Stockholder Agreement (the “Stockholder Agreement”) with the
directors, certain officers and certain stockholders of Playtex who beneficially
own approximately 11% of Playtex’s outstanding common stock. In the
Stockholder Agreement, each director, certain officers and certain stockholders
of Playtex agree that their shares of Playtex common stock will be voted
in
favor of the Merger.
The
Merger Agreement
Subject
to the
terms and conditions of the Merger Agreement, at the effective time and as
a
result of the Merger, each share of Playtex common stock will be converted
into
the right to receive $18.30 in cash, and all such shares will thereafter
be
retired and canceled. All outstanding options to acquire shares of Playtex
common stock will become fully vested and be
converted into the right to receive the merger
consideration (net of exercise price), and all Playtex restricted stock,
restricted stock units and phantom stock will become fully vested and be
converted into the right to receive the merger consideration.
Playtex
and the
Company have made customary representations, warranties and covenants in
the
Merger Agreement. Among other things, Playtex has agreed not to (i)
solicit or encourage the submission of any proposals relating to alternative
business combination transactions or (ii) subject to certain exceptions,
enter
into any discussions or negotiations concerning, or provide any non-public
information in connection with alternative business combination
transactions. Playtex has agreed to call and hold a special
stockholder meeting as soon as reasonably practicable for the purpose of
voting
on the adoption of the Merger Agreement and approval of the Merger and the
Playtex Board of Directors will, subject to certain exceptions, recommend
adoption by its stockholders of the Merger Agreement.
Playtex
also agreed
to commence tender offers for its 8% and 9 3/8% Notes as soon as reasonably
practicable after the receipt of any written request by the Company to do
so. The closing of such tender offers is conditioned upon the closing
of the Merger and the Company and Playtex intend for the tender offers and
the
Merger to close simultaneously. The Company will provide funding for
the payment of all Notes properly tendered pursuant to the terms of the tender
offers.
Consummation
of the
Merger is subject to customary conditions, including, among other things,
(i)
approval of the Merger Agreement by the holders of a majority of the outstanding
shares of Playtex common stock, (ii) the absence of certain laws or orders
prohibiting the consummation of the Merger and (iii) the expiration or
termination of the Hart-Scott-Rodino Act waiting period and certain other
regulatory approvals.
The
Merger
Agreement contains termination rights for each of Playtex and the Company
in
certain circumstances, including termination by Playtex to enter into an
alternative business combination that constitutes a “Superior Proposal” (as
defined in the Merger Agreement) upon Playtex’s compliance with certain notice
and other requirements set forth in the Merger Agreement. Upon
termination of the Merger Agreement under specified circumstances, Playtex
may
be required to pay the Company a termination fee equal to $35
million.
The
foregoing
description of the Merger Agreement does not purport to be complete and is
qualified in its entirety by reference to the complete text of the Merger
Agreement, which is filed as Exhibit 2.1 and incorporated herein by
reference.
The
Merger
Agreement has been included to provide investors and stockholders with
information regarding its terms. It is not intended to provide any
factual, business or operational information about the Company or
Playtex. The Merger Agreement contains representations and warranties
that the parties to the Merger Agreement made solely for the benefit of each
other. The assertions embodied in such representations and warranties
are qualified by information contained in confidential disclosure schedules
that
Playtex provided to the Company in connection with execution of the Merger
Agreement. These disclosure schedules contain information that
modifies, qualifies and creates exceptions to the representations and warranties
set forth in the Merger Agreement. Moreover, the representations and
warranties in the Merger Agreement (i) are subject to materiality standards
which may differ from what may be viewed as material by investors and
stockholders, (ii) in certain cases, were used for the purpose of allocating
risk among the parties rather than establishing matters as facts and (iii)
were
only made as of the date of the Merger Agreement and are modified in important
part by the underlying disclosure schedules. Accordingly, investors
and stockholders should not rely on such representations and warranties as
characterizations of the actual state of facts or
circumstances. Moreover, information concerning the subject matter of
such representations and warranties may change after the date of the Merger
Agreement, which subsequent information may or may not be fully reflected
in the
Company’s public disclosures.
Stockholder
Agreement
Under
the terms of
the Stockholder Agreement, each director, certain officers and certain
stockholders of Playtex have granted an irrevocable proxy to the Company
to vote
his, her or its shares of Playtex common stock in connection with specified
matters, and each has otherwise agreed that his, her or its shares will be
voted
in favor of adoption of the Merger Agreement and approval of the Merger and
against any proposal involving any alternative business combination transaction
or any other action, proposal or transaction that would reasonably be expected
to prevent, impede or delay consummation of the Merger. The
Stockholder Agreement, and the proxy included therein, will terminate if
the
Merger Agreement is terminated [or modified to decrease the price per share
to
be paid by the Company].
The
foregoing
description of the Stockholder Agreement does not purport to be complete
and is
qualified in its entirety by reference to the complete text of the Stockholder
Agreement, which is attached hereto as Exhibit 99.1 and incorporated herein
by
reference.
ITEM
8.01.
OTHER EVENTS.
On
July 12, 2007,
the Company and Playtex issued a joint press release announcing the execution
of
the Merger Agreement described above. This press release is furnished
as Exhibit 99.2 hereto and incorporated herein by reference.
ITEM
9.01.
FINANCIAL STATEMENTS AND EXHIBITS.
(d)
See Exhibit
Index.
Important
Merger Information
This
communication
may be deemed to be solicitation material in respect of the proposed acquisition
of Playtex by Energizer. In connection with the proposed acquisition, Playtex
intends to file a proxy statement on Schedule 14A with the Securities and
Exchange Commission, or SEC, and Playtex and Energizer intend to file other
relevant materials with the SEC. Shareholders of Playtex are urged to
read all relevant documents filed with the SEC when they become available,
including Playtex’s proxy statement, because they will contain important
information about the proposed transaction, Playtex and
Energizer. A definitive proxy statement will be sent
to holders of Playtex stock seeking their approval of the proposed
transaction. This communication is not a solicitation of a proxy from
any security holder of Playtex.
Investors
and
security holders will be able to obtain the documents (when available) free
of
charge at the SEC’s web site,
http://www.sec.gov. In addition, Playtex shareholders may
obtain free copies of the documents filed with the SEC when
available by contacting Playtex’s
Investor Relations at 203-341-4017. Such documents are not
currently available. You may also read and copy any reports, statements and
other information filed by Playtex or Energizer with the SEC at the SEC
public reference room at 100 F Street, N.E. Room 1580,
Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the
SEC’s
website for further information on its public reference room.
Energizer
and its
directors and executive officers, and Playtex and its directors and executive
officers, may be deemed to be participants in the solicitation of proxies
from
the holders of Playtex common stock in respect of the proposed transaction.
Information about the directors and executive officers of Energizer is set
forth
in Energizer’s proxy statement which was filed with the SEC on December 5, 2006.
Information about the directors and executive officers of Playtex is set
forth
in Playtex’ s proxy statement which was filed with the SEC on March 23, 2007.
Investors may obtain additional information regarding the interest of Energizer
and its directors and executive officers, and Playtex and its directors and
executive officers in the proposed transaction by reading the proxy statement
regarding the acquisition when it becomes available.
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:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
July 13,
2007