UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended September 30, 2001 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
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Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
- ---------------------- -----------------------------------------
Energizer Holdings, Inc. New York Stock Exchange, Inc.
Common Stock, par value
$.01 per share
Energizer Holdings, Inc. New York Stock Exchange, Inc.
Common Stock Purchase Rights
Registrant 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 has been
subject to such filing requirements for the past 90 days.
Yes: X No:
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 the definitive proxy statement incorporated by reference in Part
III of this Form 10-K or any amendment to this Form 10-K.
Yes: X No:
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of the close of business on November 1, 2001: $1,441,634,536
(Excluded from this figure 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.)
Number of shares of Energizer Holdings, Inc. Common Stock ("ENR Stock"), $.01
par value, outstanding as of close of business on December 1, 2001: 91,718,811
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Energizer Holdings, Inc. Year 2001 Annual Report (Parts I and
II of Form 10-K).
2. Portions of Energizer Holdings, Inc. Notice of Annual Meeting and Proxy
Statement dated December 10, 2001 (Part III of Form 10-K).
PART I
ITEM 1. BUSINESS.
GENERAL
Energizer Holdings, Inc., incorporated in Missouri in 1999, is the world's
largest manufacturer of primary batteries and flashlights and a global leader in
the dynamic business of providing portable power. On April 1, 2000, all of the
outstanding shares of common stock of Energizer were distributed in a tax-free
spinoff to shareholders of Ralston Purina Company.
Energizer is the successor to over 100 years of expertise in the battery
and lighting products industry. Its brand names "Eveready" and "Energizer" have
worldwide recognition for quality and dependability, and are marketed and sold
in more than 140 countries. Energizer's subsidiaries operate 22 manufacturing
and packaging facilities in 15 countries on four continents, and employ 3,525
employees in the United States and 6,306 in foreign jurisdictions.
PRINCIPAL PRODUCTS
Energizer's subsidiaries manufacture and market a complete line of primary
alkaline and carbon zinc batteries, miniature batteries and flashlights and
other lighting products. Although Energizer, in November of 1999, sold its
rechargeable battery manufacturing and assembly business, which produced
rechargeable batteries for sale to manufacturers of rechargeable equipment,
Energizer continues to market a line of rechargeable batteries for retail sale
to consumers. Energizer believes it has one of the industry's most extensive
product lines. "Energizer" brand alkaline batteries are the most popular and
widely used in the array of Energizer products. The batteries are offered in 1.5
volt, 4.5 volt, 6 volt and 9 volt configurations, and are available in the
standard selection of sizes, including AA, AAA, AAAA, C, D and 9 volt sizes. In
the summer of 2000, Energizer introduced a super-premium alkaline battery under
the brand name "Energizer e2", as well as a value-priced alkaline battery under
the name "Eveready Alkaline". In 2001, it relaunched its base alkaline brand as
"Energizer Max". Energizer also produces or distributes:
- - "Energizer Industrial" batteries in three models targeted for non-consumer
industrial applications;
- - lithium batteries, available in AA, miniature and cylindrical sizes, for
use in high-performance applications such as cameras, camcorders, memory backup,
CD players and portable computers;
- - a line of miniature batteries, available in several chemistries, including
silver oxide, zinc-air and manganese dioxide systems, for use in electronic
watches, calculators, hearing aids, cameras, miniature radios, remote controls
and electronic thermometers;
- - the "Eveready" brand "Super Heavy Duty" and "Classic" lines of carbon zinc
batteries for economy applications; and
- - a line of rechargeable batteries and battery packs under the "Energizer"
brand name.
Energizer is also the world's largest manufacturer of portable lighting devices,
offering more than 60 different lighting products for consumer and industrial
use.
SOURCES AND AVAILABILITY OF RAW MATERIALS
The principal raw materials used in the Energizer business - electrolytic
manganese dioxide, zinc, acetylene black, graphite, steel cans, nylon, brass
wire, separator paper, and potassium hydroxide -- are sourced on a regional or
global basis. Energizer believes that adequate supplies of the raw materials
required for its operations are available at the present time, but cannot
predict the future availability or prices of such materials. These raw
materials are generally available from a number of different sources, and the
prices of those raw materials are susceptible to currency fluctuations and price
fluctuations due to transportation, government regulations, price controls,
economic climate, or other unforeseen circumstances. In the past, Energizer has
not experienced any significant interruption in availability of raw materials.
Energizer's management has extensive experience in purchasing raw materials
in the commodity markets. From time to time, management has taken positions in
various ingredients to assure supply and to protect margins on anticipated sales
volume.
SALES AND DISTRIBUTION
Energizer's battery and lighting products are marketed primarily through a
direct sales force to mass merchandisers, wholesalers and other customers, but
also through exclusive and non-exclusive distributors and rack jobbers of
consumer packaged goods products. Third party food brokers may be used to make
headquarters contacts in the retail food industry and to merchandise Energizer's
products at retail locations. In the United States, the direct sales team has
been reorganized into a Customer Management Team focused on key business
accounts in several categories, including food, mass merchandise and specialty.
Energizer distributes its products to consumers through numerous retail
locations worldwide, including mass merchandisers and warehouse clubs, food,
drug and convenience stores, electronics specialty stores and department stores,
hardware and automotive centers and military stores.
Although a large percentage of Energizer's sales are attributable to a
relatively small number of retail customers, only Wal-Mart Stores, Inc. and its
subsidiaries, as a group, account for more than ten percent of Energizer's
sales. For fiscal year 2001, those customers accounted for, in the aggregate,
approximately 16.6% of Energizer's sales.
PATENTS, TECHNOLOGY AND TRADEMARKS
Energizer's operating subsidiaries own a number of trademarks which
Energizer considers of substantial importance and which are used individually or
in conjunction with other Energizer trademarks. These include "Eveready",
"Energizer", "Energizer Advanced Formula", "Energizer e2", "Energizer Max", the
Energizer Bunny and the Energizer Man character.
Energizer's ability to compete effectively in the battery industry depends
in part on its ability to maintain the proprietary nature of its technology and
manufacturing processes through a combination of patent and trade secret
protection, non-disclosure agreements, licensing, and cross-licensing
agreements. Energizer's subsidiaries own or license from third parties a
considerable number of patents, patent applications and other technology which
Energizer believes are extremely significant to its business. These primarily
relate to battery product and lighting device improvements, additional battery
product features, and manufacturing processes.
As of September 30, 2001, Eveready Battery Company, Inc., a subsidiary of
Energizer, owned approximately 255 unexpired United States patents which have a
range of expiration dates from January, 2002 to April, 2020, and had
approximately 111 United States patent applications pending. It routinely
prepares additional patent applications for filing in the United States.
Eveready also actively pursues foreign patent protection in a number of foreign
countries. As of September 30, 2001, Eveready owned approximately 787 foreign
patents and had approximately 602 patent applications pending in foreign
countries.
Since publications of discoveries in the scientific or patent literature
tends to lag behind actual discoveries by several months, Eveready cannot be
certain that it was the first creator of inventions covered by pending patent
applications or the first to file patent applications on such inventions.
SEASONALITY
The battery business, particularly in North America, tends to be seasonal,
with large purchases of batteries by consumers during the December holiday
season, and increases in retailer inventories during late summer and autumn.
COMPETITION
The battery business is highly competitive, both in the United States and
on a global basis, as a number of large battery manufacturers compete for
consumer acceptance and, increasingly, limited retail shelf space. Competition
is based upon brand perceptions, product performance, customer service and
price.
Energizer competes in the domestic and global battery markets which have
been, in the past, high growth markets. The alkaline battery segment, both in
the United States and worldwide, has been the fastest growing segment of the
primary battery market. More recently, growth of the battery market, as well as
the alkaline segment, has moderated and in some instances declined, primarily
because of local economic conditions. Energizer's principal competitors in the
United States are Duracell International, Inc., a subsidiary of The Gillette
Company, and Rayovac Corporation. Private-label sales by large retailers have
also been growing in significance. Duracell is also a significant competitor in
South and Central America and Asia and Europe, and local and regional battery
manufacturers in Asia and Europe also compete for battery sales.
Energizer has a significant market position in most geographic markets in
which it competes. According to A.C. Nielsen, Energizer's primary battery
market share in the United States for the 52 weeks ended September 30, 2001 was
32.4%.
GOVERNMENTAL REGULATION AND ENVIRONMENTAL MATTERS
The operations of Energizer, like those of other companies engaged in the
battery business, are subject to various federal, state, foreign and local laws
and regulations intended to protect the public health and the environment.
These regulations primarily relate to worker safety, air and water quality,
underground fuel storage tanks and waste handling and disposal.
Energizer has received notices from the U.S. Environmental Protection
Agency, state agencies, and/or private parties seeking contribution, that it has
been identified as a "potentially responsible party" (PRP) under the
Comprehensive Environmental Response, Compensation and Liability Act, and may be
required to share in the cost of cleanup with respect to nine federal
"Superfund" sites. It may also be required to share in the cost of cleanup with
respect to a state-designated site. Liability under the applicable federal and
state statutes which mandate cleanup is strict, meaning that liability may
attach regardless of lack of fault, and joint and several, meaning that a liable
party may be responsible for all of the costs incurred in investigating and
cleaning up contamination at a site. However, liability in such matters is
typically shared by all of the financially viable responsible parties, through
negotiated agreements. Negotiations with the U.S. Environmental Protection
Agency, the state agency that is involved on the state-designated site, and
other PRP's are at various stages with respect to the sites. Negotiations
involve determinations of
- - the actual responsibility of Energizer and the other PRP's at the site,
- - appropriate investigatory and/or remedial actions, and
- - allocation of the costs of such activities among the PRP's and other site
users.
The amount of Energizer's ultimate liability in connection with those sites may
depend on many factors, including:
- - the volume and toxicity of material contributed to the site,
- - the number of other PRP's and their financial viability, and
- - the remediation methods and technology to be used.
In addition, Energizer undertook certain programs to reduce or eliminate
the environmental contamination at the rechargeable battery facility in
Gainesville, Florida, which was divested in November, 1999. In 2001, the buyer,
as well as its operating subsidiary which owns and operates the Gainesville
facility, filed petitions in bankruptcy. In the event that they would become
unable to continue the programs to reduce or eliminate contamination, Energizer
could be required to bear financial responsibility for such programs as well as
for other known and unknown environmental conditions at the site.
Many European countries, as well as the European Union, have been very
active in adopting and enforcing environmental regulations. In many developing
countries in which Energizer operates, there has not been significant
governmental regulation relating to the environment, occupational safety,
employment practices or other business matters routinely regulated in the United
States. As such economies develop, it is possible that new regulations may
increase the risk and expense of doing business in such countries.
It is difficult to quantify with certainty the potential financial impact of
actions regarding expenditures for environmental matters, particularly
remediation, and future capital expenditures for environmental control
equipment. Nevertheless, based upon the information currently available,
Energizer believes that its ultimate liability arising from such environmental
matters, taking into account established accruals of $5.9 million for estimated
liabilities at September 30, 2001, should not be material to its financial
position. Such liability could, however, be material to results of operations or
cash flows for a particular quarter or annual period.
OTHER MATTERS
The descriptions of the business of, and the summary of selected financial
data regarding Energizer appearing under "ENERGIZER HOLDINGS, INC. -
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION - BUSINESS OVERVIEW" on pages 10 through 11, "ENERGIZER HOLDINGS, INC.
- - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION - HIGHLIGHTS" on page 11, "ENERGIZER HOLDINGS, INC. - MANAGEMENT'S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION -
LIQUIDITY AND CAPITAL RESOURCES" on pages 16 through 17, "ENERGIZER HOLDINGS,
INC. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION - OPERATING RESULTS - Segment Results" on pages 12 through
14, "ENERGIZER HOLDINGS, INC. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION - OPERATING RESULTS - Research and
Development Expense" on page 14, "ENERGIZER HOLDINGS, INC. - NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - Segment Information" on pages 49 through 51,
of the Energizer Holdings, Inc. Year 2001 Annual Report to Shareholders, are
hereby incorporated by reference.
ITEM 2. PROPERTIES
A list of Energizer's principal plants and facilities as of the date of
filing follows. Energizer believes that such plants and facilities, in the
aggregate, are adequate, suitable and of sufficient capacity for purposes of
conducting its current business. During the fiscal year ended September 30,
2001, Energizer's alkaline manufacturing facilities were utilized, on average,
at approximately 70% of capacity, and its carbon zinc facilities were utilized,
on average, at approximately 47% of capacity.
NORTH AMERICA EUROPE
Asheboro, NC (2) Caudebec Les Elbeuf, France (1)(5)
Bennington, VT La Chaux-de-Fonds, Switzerland
Garretsville, OH Slany, Czech Republic (1)
Marietta, OH Tanfield Lea, U.K. (1)
Maryville, MO
St. Albans, VT AFRICA
Tecamec, Mexico (6) Alexandria, Egypt
Walkerton, Ontario, Canada (5) Nakuru, Kenya (4)
Westlake, OH (3)
ADMINISTRATIVE AND
ASIA EXECUTIVE OFFICES
Bogang, People's Republic of China (1) St. Louis, Missouri (1)
Mandaue Cebu, Philippines
Ekala, Sri Lanka
Cimanggis, Indonesia
Johor, Malaysia
Jurong, Singapore
Tianjin, People's Republic of China
In addition to the properties identified above, Energizer and its subsidiaries
own and/or operate sales offices, regional offices, storage facilities,
distribution centers and terminals and related properties.
(1) Leased (2) Two plants (3)Research facility
(4) Less than 20% owned interest (5) Bulk packaging or labeling
(6) To be closed
ITEM 3. LEGAL PROCEEDINGS
LEGAL PROCEEDINGS -
- - Energizer previously disclosed that Zinc Products Company, a division of
Alltrista Corp., a supplier of zinc cans used in the manufacture of batteries,
filed suit against Energizer, claiming breach of contract when Energizer closed
its Fremont, Ohio plant. In January of 2001, the suit was dismissed upon a
settlement payment, in an immaterial amount, by Energizer.
- - In October of 2001, Energizer entered into separate settlement agreements
with Strategic Electronics and Duracell related to outstanding contract claims
associated with Duracell's and Energizer's on-label battery testers. Under the
terms of the agreements, mutual releases of all outstanding claims were given,
and Energizer was licensed to utilize any applicable patents related to its
on-label battery tester.
Energizer is a party to a number of other legal proceedings in various state,
federal and foreign jurisdictions. Many of these legal matters are in
preliminary stages, involve complex issues of law and fact and may proceed for
protracted periods of time. The amount of alleged liability, if any, from these
proceedings cannot be determined with certainty. However, based upon present
information, Energizer believes that its ultimate liability, if any, arising
from
- - pending legal proceedings,
- - asserted legal claims and
- - known potential legal claims which are likely to be asserted,
should not be material to Energizer's financial position, taking into account
established accruals for estimated liabilities. These liabilities, however,
could be material to results of operations or cash flows for a particular
quarter or annual period.
See also the discussion captioned "Governmental Regulation and
Environmental Matters" under Item 1 above.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
Not applicable.
ITEM 4A EXECUTIVE OFFICERS OF THE REGISTRANT.
A list of the executive officers of Energizer and their business experience
follows. Ages shown are as of December 31, 2001.
J. Patrick Mulcahy - Chief Executive Officer of Energizer since March 2000. Mr.
Mulcahy joined Ralston in 1968 and has served as Chairman of the Board and Chief
Executive Officer of Eveready Battery Company, Inc. since 1987. Mr. Mulcahy
served as co-Chief Executive Officer and co-President of Ralston from October,
1997 to June, 1999. He served as Ralston's Vice President and Director,
Corporate Strategic Planning and Administration 1984-86; Division Vice
President, Strategic Planning 1981-84; and Division Vice President, Director of
Marketing, Grocery Products Group, 1980-81. Age: 57.
William P. Stiritz - Chairman of the Board of Directors of Energizer and
Chairman of the Management Strategy and Finance Committee since March 2000. Mr.
Stiritz joined Ralston in 1963 and served as Chief Executive Officer and
President of Ralston from 1982 until his retirement in 1997. He has served
since 1982 as Chairman of the Board of Directors of Ralston. From 1998 to 2001,
he also served as Chief Executive Officer, President and Chairman of the Board
of Agribrands International, Inc. Age: 67.
Patrick C. Mannix - President of Energizer since March 2000. Mr. Mannix joined
the Eveready Battery Division of Union Carbide Corporation in 1963, and has
served as President of Eveready Battery Company, Inc. since 1998. Mr. Mannix
served as President of Eveready Battery Company, Inc., Specialty Business from
1995-98, as Executive Vice President, Eveready Battery Company, International
from 1991-95, and as Area Chairman, Asia Pacific operations, Eveready Battery
Company from 1985-91. Age: 56.
Randy J. Rose - President and Chief Operating Officer - North America and Europe
since September of 2000. Mr. Rose served as Executive Vice President, Worldwide
Sales and Marketing of Energizer from March to September, 2000. Mr. Rose joined
Ralston in 1986 and served as Executive Vice President, Golden Products Division
of Ralston from 1997 until April 1998, then served as Vice President, Worldwide
Sales and Asia Pacific Operating Officer of the Pet Products International
Division of Ralston until May, 1999, when he joined Eveready Battery Company,
Inc., serving as Executive Vice President, Sales and Marketing. Mr. Rose served
as Vice President and Director of the Customer Development Group of Ralston's
Pet Products Group from 1993-97. Age: 47.
Ward M. Klein - President and Chief Operating Officer - Asia Pacific and PanAm
since September, 2000. Mr. Klein served as Vice President - Asia Pacific for
Energizer from March to September, 2000. Mr. Klein joined Ralston Purina
Company in 1979 and served as Vice President and Area Chairman, Asia Pacific,
Africa and Middle East for battery operations from 1998 to 2000, as Area
Chairman, Latin America from 1996-98, as Vice President, General Manager Global
Lighting Products, 1994-96 and as Vice President of Marketing, 1992-94. Age:
46.
Daniel J. Sescleifer - Executive Vice President, Finance and Control of
Energizer since October, 2000. Mr. Sescleifer served as Vice President and
Treasurer of Solutia Inc. from July-October, 2000, as Vice President and
Treasurer of Ralcorp Holdings, Inc, from 1996 to 2000, and as Director,
Corporate Finance of Ralcorp Holdings, Inc. from 1994 to 1996. Age: 39.
Harry L. Strachan - Vice President and General Counsel of Energizer since March,
2000. Mr. Strachan joined Eveready Battery Company, Inc. in 1987, and has
served as Vice President, General Counsel and Secretary of that subsidiary since
1987. Age: 60.
Peter J. Conrad - Vice President, Human Resources of Energizer since March,
2000. Mr. Conrad joined Eveready Battery Company, Inc. in 1997 and served as
Vice President, Human Resources from 1997 to 2000. Mr. Conrad served as Vice
President, Human Resources for Protein Technologies International, Inc., a
former subsidiary of Ralston Purina Company, from 1995-97. Age: 41.
Joseph McClanathan - Vice President, North America of Energizer since March,
2000. Mr. McClanathan joined the Eveready Battery division of Union Carbide
Corporation in 1974 and served as Vice President and Chairman, North America of
Eveready Battery Company, Inc. from 1999 to 2000, as Vice President, Chief
Technology Officer from 1996 to 1999, and as Vice President, General Manager,
Energizer Power Systems division from 1993 to 1996. Age: 49.
ITEM 5. MARKET FOR REGISTRANT'S COMMON STOCK AND RELATED STOCKHOLDER
MATTERS.
Energizer's common stock ("ENR Stock") is listed on the New York Stock
Exchange. As of November 30, 2001, there were 19,418 shareholders of record of
the ENR Stock.
The following table sets forth range of market prices for the ENR Stock for
the period from September 30, 2000 to September 30, 2001. No dividends were
declared or paid on the ENR Stock during that period, and the Company does not
currently intend to pay dividends during fiscal year 2002.
MARKET PRICE RANGE
First Quarter. $ 17.0625 - $24.375
Second Quarter $ 20.125 - $27.55
Third Quarter. $ 20.80 - $25.39
Fourth Quarter $ 15.00 - $23.35
There have been no unregistered offerings of registrant's equity securities
during the period covered by this Annual Report on Form 10-K.
ITEM 6. SELECTED FINANCIAL DATA.
The "ENERGIZER HOLDINGS, INC. - SUMMARY SELECTED HISTORICAL FINANCIAL
INFORMATION" appearing on pages 21 through 22 of the Energizer Holdings, Inc.
Year 2001 Annual Report is hereby incorporated by reference.
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.
Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT'S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION" on
pages 10 through 20 and the information appearing under "ENERGIZER HOLDINGS, INC
- - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - Segment Information" on pages 49
through 51 of the Energizer Holdings, Inc. Year 2001 Annual Report is hereby
incorporated by reference.
ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
Information appearing under "ENERGIZER HOLDINGS, INC. - MANAGEMENT'S
DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION -
MARKET RISK SENSITIVE INSTRUMENTS AND POSITIONS" on pages 18 through 19 of the
Energizer Holdings, Inc. Year 2001 Annual Report is hereby incorporated by
reference.
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.
The consolidated financial statements of Energizer and its subsidiaries
appearing on pages 25 through 28, together with the report thereon of
PricewaterhouseCoopers LLP on page 24, and the supplementary data under
"ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
Quarterly Financial Information (Unaudited)" on pages 52 through 53 of the
Energizer Holdings, Inc. Year 2001 Annual Report are hereby incorporated by
reference.
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.
Not applicable.
PART III
ITEM 10. DIRECTORS OF THE REGISTRANT.
The information regarding directors on pages 3 through 6, and information
appearing under "Compliance With Section 16(a) Reporting" on page 2, of the
Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated
December 10, 2001 is hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" on pages 13 through
21, "Nominating and Executive Compensation Committee Report on Executive
Compensation" on pages 21 through 24, "Performance Graph" on page 26, "Common
Stock Ownership of Directors and Executive Officers" on pages 11 through 12, and
the remuneration information under "Board of Directors Standing Committees" on
pages 4 through 5 and "Director Compensation" on pages 5 through 6 of the
Energizer Holdings, Inc. Company Notice of Annual Meeting and Proxy Statement
dated December 10, 2001 is hereby incorporated by reference.
ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.
The discussion of the security ownership of certain beneficial owners and
management appearing under "Stock Ownership Information" on page 10 and "Common
Stock Ownership of Directors and Executive Officers" on pages 11 through 12 of
the Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated
December 10, 2001 is hereby incorporated by reference.
ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
Information appearing under "Certain Relationships and Related
Transactions" on pages 6 through 8 of the Energizer Holdings, Inc. Notice of
Annual Meeting and Proxy Statement dated December 10, 2001, is hereby
incorporated by reference.
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.
1. Documents filed with this report:
a. Financial statements previously incorporated by reference under
Item 8 herein.
- Report of Independent Accountants.
- Consolidated Statement of Earnings -- for years ended September 30, 2001,
2000 and 1999.
- Consolidated Balance Sheet -- for years ended September 30, 2001
and 2000.
- Consolidated Statement of Cash Flows -- for years ended September 30,
2001, 2000, and 1999.
- Consolidated Statement of Shareholders Equity -- for years ended
September 30, 2001, 2000, 1999 and 1998.
- Notes to Financial Statements.
b. Reports on Form 8-K.
On July 26, 2001, a Current Report on Form 8-K was filed disclosing the
Company's press release concerning its third quarter earnings.
c. Exhibits Required by Item 601 of Regulation S-K
(i) The following exhibits (listed by numbers corresponding to the
Exhibit Table of Item 601 in Regulation S-K) are hereby incorporated
by reference to Energizer's Post-Effective Amendment No. 1 to Form
10, filed April 19, 2000.
2 Agreement and Plan of Reorganization
3(i) Articles of Incorporation of Energizer Holdings, Inc.
3(ii) By-Laws of Energizer Holdings, Inc.
4 Rights Agreement between Energizer Holdings, Inc. and
Continental Stock Transfer & Trust Company,
as Rights Agent
10(i) Debt Assignment, Assumption and Release Agreement by and
among Ralston Purina Co., Energizer Holdings, Inc.
and Bank One, N.A.
10(ii) 364-Day Credit Agreement between Ralston Purina Company
and Bank One, N.A.
10(iii) 5-Year Revolving Credit Agreement between Ralston Purina
Company and Bank One, N.A.
10(iv) Energizer Holdings, Inc. Private Placement Note Purchase
Agreement
10(v) Asset Securitization Receivable Purchase Agreement between
Energizer Holdings, Inc., Falcon Asset Securitization
Corporation and Bank One, N.A.
10(vi) Bridge Loan Agreement No. 1
10(vii) Bridge Loan Agreement No. 2
10(viii) Tax Sharing Agreement
10(ix) Bridging Agreement
10(x) Intellectual Property Agreement
10(xi) Energizer Holdings, Inc. Incentive Stock Plan*
10(xii) Form of Indemnification Agreements with Executive
Officers and Directors *
10(xiii) Executive Savings Investment Plan*
10(xiv) Executive Health Insurance Plan*
10(xv) Executive Long Term Disability Plan*
10(xvi) Financial Planning Plan*
10(xvii) Executive Group Personal Excess Liability Insurance Plan*
10(xviii) Executive Retiree Life Plan*
10(xix) Supplemental Executive Retirement Plan*
(ii) The following exhibits (listed by numbers corresponding to the
Exhibit Table of Item 601 in Regulation S-K) are hereby
incorporated by reference to Energizer's Quarterly Report on
Form 10Q for the Quarter Ended June 30, 2000.
10(i) Form of Non-Qualified Stock Option dated May 8, 2000*
10(ii) Form of Non-Qualified Stock Option dated May 8, 2000*
10(iii) Form of Non-Qualified Stock Option dated May 8, 2000*
10(iv) Form of 2000 Restricted Stock Equivalent Award Agreement
dated May 8, 2000*
10(v) Form of 2000 Restricted Stock Equivalent Award Agreement
dated May 8, 2000*
10(vi) Form of 2000 Restricted Stock Equivalent Award Agreement
dated May 8, 2000*
(iii) The following exhibits (listed by numbers corresponding to the
Exhibit Table of Item 601 in Regulation S-K) are hereby
Incorporated by reference to Energizer's Annual Report on
Form 10K for the Year Ended September 30, 2000.
10(i) Form of Non-Qualified Stock Option dated September 18,
2000*
10(ii) Form of 2000 Restricted Stock Equivalent Award Agreement
dated September 18, 2000*
10(iii) Energizer Holdings, Inc. Non-Qualified Deferred
Compensation Plan, as amended September 18, 2000*
10(iv) Form of Letter for Deferral of 2000 Bonus Award dated
3/30/00*
10(v) Form of Letter for Deferral of 2000 Bonus Award
dated 12/6/00*
10(vi) Form of Indemnification Agreement*
(iv) The following exhibits (listed by numbers corresponding to the
Exhibit Table of Item 601 in Regulation S-K) are hereby
incorporated by reference to Energizer's Quarterly Report on Form
10Q for the Quarter Ended December 31, 2000.
10(i) Form of Non-Qualified Stock Option dated November 20,
2000*
10(ii) Form of 2000 Restricted Stock Equivalent Agreement
dated November 20, 2000*
(v) The following exhibits (listed by numbers corresponding to the
Exhibit Table of Item 601 in Regulation S-K) are filed with
this report.
10(i) Amended Change of Control Employment Agreement dated
November 19, 2001*
10(ii) Revised Negotiated Employment Agreement and
General Release*
10(iii) Form of Energizer Holdings, Inc. Deferred Compensation
Plan 2001 Election Form*
10(iv) Form of Acknowledgement for Deferral of Fiscal Year
2001 Incentive Plan Bonus*
13 Pages 10 to 56 of the Energizer Holdings, Inc.
Year 2001 Annual Report, which are incorporated
herein by reference, are filed herewith.
21 Subsidiaries of Registrant
23 Consent of Independent Accountants
*Denotes a management contract or compensatory plan or arrangement.
FINANCIAL STATEMENT AND SCHEDULES
The consolidated financial statements of the Registrant have been
incorporated by reference under Item 8. Financial statements of the
Registrant's 50% or less owned companies have been omitted because, in the
aggregate, they are not significant.
Schedules not included have been omitted because they are not applicable or
the required information is shown in the financial statements or notes thereto.
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 /s/ J. Patrick Mulcahy
----------------------------------
J. Patrick Mulcahy
Chief Executive Officer
Date: December 14, 2001
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/ William H. Danforth
- --------------------------
Dr. William H. Danforth
Director
/s/ F. Sheridan Garrison
- ---------------------------
F. Sheridan Garrison
Director
/s/ R. David Hoover
- ----------------------
R. David Hoover
Director
/s/ H. Fisk Johnson
- ----------------------
H. Fisk Johnson
Director
/s/ Richard A. Liddy
- -----------------------
Richard A. Liddy
Director
/s/ Joe R. Micheletto
- ------------------------
Joe R. Micheletto
Director
/s/ Robert A. Pruzan
- -----------------------
Robert A. Pruzan
Director