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 20, 2008
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 20, 2008, 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 strength and predictability
of cash flows of the Playtex businesses and the outlook for the Company’s
Personal Care businesses; the Company’s ability to continue to generate
profitable growth across its portfolio of products; the continuing success
of
the Company’s trade-up strategy for battery and lighting products and the
continuing growth of its performance and premium battery sub-categories;
raw
material costs for the Household Products segment for the remainder of 2008;
continuing growth of the Quattro and Intuition franchises and the Company’s
continuing investment in innovation; the impact of new products on growth
in the
disposable razor segment; additional cost savings from European restructuring
projects; estimates of U.S. feminine care, skin care and infant care category
growth and growth in market share of the Company’s products offered in those
categories; consumer acceptance of new Personal Care products; the timing
and
amount of integration savings and costs, the nature and amount of synergies
likely to be achieved from the Playtex acquisition, and the earnings accretion
anticipated in 2008 and 2009 from that acquisition; reduction of the Company’s
debt to EBITDA ratio over the remainder of the year; and the correlation
between
share price and earnings per share results. Such statements may be
considered forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. The Company cautions readers not
to
place undue reliance on any forward-looking statements, which speak only
as of
the date made.
The
Company advises readers that various risks and uncertainties could affect
its financial performance and could cause actual results for future periods
to
differ materially from those anticipated or projected. A significant downturn
in
the U.S. economy, competitive activity and unanticipated cost increases could
negatively impact the strength and predictability of cash flows from the
Company’s Personal Care businesses, as well as the profitability of those
businesses. Changes in consumer preferences or consumer resistance to
higher priced premium products, economic downturns in key domestic and
international markets, declines in unit battery sales, and increasing migration
of battery-powered devices to rechargeable batteries could negatively impact
the
continuing success of the Company’s trade-up strategy and continuing growth in
the performance and premium sub-categories. Increases in material and other
commodity costs could be more significant than anticipated, as it is difficult
to predict with any accuracy whether raw material, energy and other input
costs
will stabilize or continue to increase, since such costs are impacted by
multiple economic, political and other factors outside of the Company's control.
The continuing growth of the Quattro and Intuition franchises, the Company’s
continuing investment in new product research and development, and the impact
of
new product introductions on growth in the disposable razor segment could
be
negatively affected by competitive product introductions and innovations,
competitive pricing, limits on available retail shelf space, and limited
consumer acceptance of the Company’s new products. The Company’s
estimate of additional cost savings from the European reorganization project
may
be impacted by a number of factors, including unrealizable efficiencies of
scale
and unforeseen integration difficulties. The Company’s estimates of feminine
care, skin care and infant care category growth and market share of its product
offerings in those categories are based solely on limited data available
to the
Company and management's reasonable assumptions about market conditions,
and
consequently may be inaccurate, or may not reflect significant segments of
the
retail market. Moreover, future growth in those categories could be impacted
by
demographic changes, weather conditions, and general economic downturn. New
competitive product offerings or competitive promotional activity could
negatively impact consumer response to new Personal Care products. The timing
and extent of potential integration costs and savings, synergies, and earnings
accretion related to the Playtex acquisition may be significantly different
from
current expectations due to changes in market or competitive conditions,
unforeseen declines in segment profitability, unforeseen difficulties with
systems or personnel issues, higher than anticipated costs of integration,
inability to attain significant cost savings, or other operational factors.
A
general economic downturn, significant increases in material costs and operating
expenses, or competitive activities and changes in the promotional
environment, especially for Household Products, could result in unforeseen
earnings decline, impacting the Company’s ability to reduce its debt/EBITDA
ratio by the end of the year. The observable correlation between
trailing four quarters earnings per share results and share price may not
continue in the event of significant market volatility, stock price contraction
or other market disruption, or for other unforeseen reasons. In addition,
other
risks and uncertainties not presently known to us or that we consider immaterial
could affect the accuracy of any such forward-looking statements. The Company
does not undertake any obligation to update any forward-looking statements
to
reflect events that occur or circumstances that exist after the date on which
they were made. Additional risks and uncertainties include those detailed
from
time to time in the Company’s publicly filed documents, including its annual
report on Form 10-K for the Year ended September 30, 2007.
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:
February 20,
2008