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, 2000 Commission File No. 001-15401
ENERGIZER HOLDINGS, INC.
Incorporated in Missouri IRS Employer Identification No. 43-1863181
800 Chouteau, St. Louis, Missouri 63102
Registrant's telephone number, including area code: 314-982-2000
-----------------------------------------------
Securities registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH REGISTERED
---------------------- -----------------------------------------
Energizer Holdings, Inc. 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:
<PAGE>
Aggregate market value of the voting stock held by nonaffiliates of the
Registrant as of the close of business on November 1, 2000: $1,928,837,085
(Excluded from this figure is the voting stock held by Registrant's Directors,
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 4, 2000: 94,402,011
DOCUMENTS INCORPORATED BY REFERENCE
1. Portions of Energizer Holdings, Inc. Year 2000 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 13, 2000 (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
facilities in 15 countries on 4 continents, and employ 3,415 employees in the
United States and 7,065 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". 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 2000, those customers accounted for, in the aggregate,
approximately 15.3% 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", 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, 2000, Eveready Battery Company, Inc., a subsidiary of
Energizer, owned approximately 165 unexpired United States patents which have a
range of expiration dates from September, 2000 to November, 2016, and had
approximately 177 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, 2000, Eveready owned approximately 700 foreign
patents and had approximately 650 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 Christmas 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 a high-growth domestic and global market. The
alkaline battery segment, both in the United States and worldwide, is the
fastest growing segment of the primary battery market. 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 October 7, 2000 was
32.9%.
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 9 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 1999. In the event that the buyer
would become unable to continue such programs, 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 $3.6 million for estimated
liabilities, 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 15 through 16, "ENERGIZER HOLDINGS,
INC. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND
FINANCIAL CONDITION - OPERATING RESULTS - Segment Results" on pages 12 through
13, "ENERGIZER HOLDINGS, INC. - MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS
OF OPERATIONS AND FINANCIAL CONDITION - OPERATING RESULTS - Research and
Development Expense" on page 13, "ENERGIZER HOLDINGS, INC. - NOTES TO
CONSOLIDATED FINANCIAL STATEMENTS - SEGMENT INFORMATION" on pages 44 through 45,
and "ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
SUMMARY OF ACCOUNTING POLICIES - Research and Development Costs" on page 27 of
the Energizer Holdings, Inc. Year 2000 Annual Report to Shareholders 2000, 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.
<TABLE>
<CAPTION>
<S> <C>
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 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 Chesterfield, Missouri (1)
Ekala, Sri Lanka
Cimanggis, Indonesia
Johor, Malaysia
Jurong, Singapore
Tianjin, People's Republic of China
</TABLE>
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, labeling or
distribution
ITEM 3. LEGAL PROCEEDINGS
- On April 8, 1998, Zinc Products Company, a division of Alltrista Corp., a
supplier of zinc cans used in the manufacture of batteries, filed suit in
federal district court for the Eastern District of Tennessee against Energizer,
claiming breach of contract when Energizer closed its Fremont, Ohio plant. The
plaintiff claims lost profits and other damages of approximately $2.8 million.
The case has been set for trial in January, 2001.
- The U.S. Patent Office has awarded priority to Strategic Electronics
(Energizer's exclusive licensor) over Duracell in the patent interference
relating to the on-label battery tester. Duracell is expected to appeal. An
earlier decision, which denied Energizer's separate patent claims and those of
Eastman Kodak Company (which are licensed to Duracell) has been appealed to the
federal district court for Washington, D.C. on February 2, 1998. Kodak filed a
similar appeal, naming Energizer as a defendant on January 29, 1998. In a
related matter, Strategic Electronics filed a declaratory judgment suit on
September 9, 1999 in the federal district court for the Central District of
California seeking additional payments of approximately $1 million under the
license. Energizer filed a motion to dismiss which was granted in the spring of
2000.
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, 2000.
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: 56.
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. Since 1998, he has
also served as Chief Executive Officer, President and Chairman of the Board of
Agribrands International, Inc. Age: 66.
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: 55.
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: 46.
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:
45.
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: 38.
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: 59.
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: 40.
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: 48.
Kapila Gunawardana - Vice President, Pan Am of Energizer since March, 2000. Mr.
Gunawardana joined the Eveready Battery division of Union Carbide Corporation in
1968 and served as Vice President and Area Chairman, Pan Am from 1998 to 2000,
as Managing Director, Eveready de Mexico from 1996-98, and as Area Finance
Director, Pan Am Division of Eveready Battery Company from 1993-96. Age: 59.
Luis Plana - Vice President, Europe of Energizer since March, 2000. Mr. Plana
joined Eveready Battery Company, Inc. in 1985 and served as Vice President and
Area Chairman, Europe from 1997 to 2000, as Vice Chairman, Europe for Eveready
Battery Company from 1996-97, and as Managing Director from 1993-96. Age: 56.
Steven Sanborn - Vice President, Technology, Research and Development since
March, 2000. Mr. Sanborn joined Eveready Battery Company, Inc. in 1993 and
served as Vice President and Chief Technology Officer for Eveready from 1999 to
2000, as Vice President of Technology and Engineering for Eveready's Energizer
Power Systems division from 1993 to 1997, and as Vice President, Technology for
Eveready itself from 1997 to 1999. Age: 55.
Joseph J. Tisone - Vice President, Global Manufacturing since March, 2000. Mr.
Tisone joined the Eveready Battery division of Union Carbide Corporation in
1976, and served as Vice President, Global Manufacturing of Eveready Battery
Company, Inc. from 1998 to 2000, as Vice President/General Manager of Eveready's
Energizer Power Systems division from 1997 to 1998, and as Vice President,
Production of that division from 1993 to 1997. Age: 47.
Robert K. Zimmermann - Vice President, Global Lighting Products of Energizer
since May, 2000. Mr. Zimmermann joined Ralston Purina Company in 1971 and
served as Vice President, Global Lighting Products of Eveready Battery Company,
Inc. from 1999 to 2000, as Vice President, Pet Products, with responsibility for
Europe, the Middle East and Africa from 1993 to 1999, and as Vice President, Pet
Products - Latin America and Vice President, International Pet Food Marketing
from 1992-1993. Age: 51
Mark Schafale - Vice President and Controller of Energizer since March, 2000.
Mr. Schafale joined Ralston Purina Company in 1992 and served as Vice President
and Director, Internal Audit for Ralston from 1996 to 2000, and as Director,
Financial Accounting from 1994-96. Age: 40.
William C. Fox - Vice President and Treasurer of Energizer since March, 2000.
Mr. Fox joined Ralston Purina Company in 1989 and served as Director, Global
Finance for Ralston from 1995 to 2000. Age: 38.
Timothy L. Grosch - Secretary of Energizer since March, 2000. Mr. Grosch joined
Ralston Purina Company in 1985 and served as Deputy General Counsel for Ralston
from 1996 to 2000, and as Senior Counsel - Securities from 1994 - 96. Age: 46.
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 24, 2000, there were 21,016 shareholders of record of
the ENR Stock.
The following table sets forth range of market prices for the ENR Stock for
the period from April 1, 2000 until September 30, 2000. 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 2001.
MARKET PRICE RANGE
Third Quarter $14.875 -- $23.1875
Fourth Quarter $18.6875 -- $24.50
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 page 19 of the Energizer Holdings, Inc. Year 2000
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 18 and the information appearing under "ENERGIZER HOLDINGS, INC
- NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - SEGMENT INFORMATION" on pages 44
through 45 of the Energizer Holdings, Inc. Year 2000 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 17 through 18 of the
Energizer Holdings, Inc. Year 2000 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 21 through 45, together with the report thereon of
PricewaterhouseCoopers LLP on page 20, and the supplementary data under
"ENERGIZER HOLDINGS, INC. - NOTES TO CONSOLIDATED FINANCIAL STATEMENTS -
QUARTERLY FINANCIAL STATEMENTS" on page 46 of the Energizer Holdings, Inc. Year
2000 Annual 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 13, 2000 is hereby incorporated by reference.
ITEM 11. EXECUTIVE COMPENSATION.
Information appearing under "Executive Compensation" on pages 16 through
22, "Nominating and Executive Compensation Committee Report on Executive
Compensation" on pages 22 through 26, "Performance Graph" on page 28, "Common
Stock Ownership of Directors and Executive Officers" on pages 14 through 15, and
the remuneration information under "Board of Directors Standing Committees" on
page 4 and "Director Compensation" on pages 5 through 6 of the Energizer
Holdings, Inc. Company Notice of Annual Meeting and Proxy Statement dated
December 13, 2000 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 14 and "Common
Stock Ownership of Directors and Executive Officers" on pages 14 through 15 of
the Energizer Holdings, Inc. Notice of Annual Meeting and Proxy Statement dated
December 13, 2000 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 13, 2000, 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, 2000, 1999
and 1998.
-Consolidated Balance Sheet -- for years ended September 30, 2000 and 1999.
-Consolidated Statement of Cash Flows -- for years ended September 30, 2000,
1999, and 1998.
-Consolidated Statement of Shareholders Equity -- for years ended September 30,
2000, 1999, 1998 and 1997.
.
-Notes to Financial Statements.
b. Reports on Form 8-K.
No reports on Form 8-K were filed during the last quarter of fiscal year 2000.
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) Lease Agreement
10(xi) Intellectual Property Agreement
10(xii) Energizer Holdings, Inc. Incentive Stock Plan*
10(xii) Form of Change of Control Employment Agreements*
10(xiv) Form of Indemnification Agreements with Executive Officers and
Directors *
10(xv) Executive Savings Investment Plan*
10(xvi)Executive Health Insurance Plan*
10(xvii)Executive Long Term Disability Plan*
10(xviii)Financial Planning Plan*
10(xiv) Executive Group Personal Excess Liability Insurance Plan*
10(xx) Executive Retiree Life Plan*
10(xxi)Supplemental Executive Retirement Plan*
10(xxii)Form of Retention Letter*
(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 filed with this report.
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*
13 Pages 10 to 48 of the Energizer Holdings, Inc. Year 2000 Annual Report
which are incorporated herein by reference, are filed herewith.
21 Subsidiaries of Registrant
23 Consent of Independent Accountants.
27 Financial Data Schedule for 2000 Annual Period
*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 15, 2000
<PAGE>
SIGNATURE TITLE
--------- -----
/s/ Daniel J. Sescleifer
---------------------------
Daniel J. Sescleifer
Executive Vice President, Finance and Control
/s/ Mark A. Schafale
-----------------------
Mark A. Schafale
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
