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 23, 2006
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
(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 23, 2006, Energizer Holdings, Inc. webcast a speech by its Chief
Executive Officer, Ward M. Klein which contained statements that were not
historical, particularly statements regarding estimates of U.S. battery category
growth, on both a dollar and unit basis, estimates of the Company’s U.S. battery
market share and share of the U.S. men’s wet shaving system category, the
continuing growth of the performance battery segment, indications that
Energizer’s battery price increase will hold, the Company’s continuing momentum
in the women’s shaving segment, the impact of competitive activity on the
Company’s U.S. men’s shaving category share, future cost reduction opportunities
as a result of the Company’s continuous improvement initiatives, expected
charges to
earnings and annual cost savings associated with its European restructuring
project, future repurchases of common stock,
the impact of raw
material price increases, and growth opportunities in women’s shaving systems
and disposable systems, 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. The
Company’s
estimates of battery category unit and value growth, retail consumption
of its
battery products, Energizer and Schick market share, and retailer inventory
levels, 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.
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. Competitive activity,
retailer pressure and consumer resistance could all impact the effectiveness
of
the Company’s battery price increase. The Company’s momentum in the women’s wet
shave category 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 offerings. Consumer loyalty and
acceptance of the Company’s products may, on the other hand, offset the negative
market share impact of competitive product introductions in the men’s wet shave
segment. Further cost reduction opportunities may be limited in value or
scope,
or may be more than offset by increases in raw material costs or other
operational expenses, which may also negate the positive impact of the
Company’s
battery price increase. With
respect to the
European restructuring project, the Company is currently engaged in negotiations
related to the proposed closing of its Caudebec facility, and the results
of
those negotiations, as well as unexpected additional restructuring expenses,
may
lead to higher than anticipated charges to earnings. Similarly, the Company’s
estimate of annual cost savings from the reorganization project may be
impacted
by a number of factors, including unrealizable efficiencies of scale and
unforeseen integration difficulties. Decreases in available cash flows,
credit
limitations, changes in corporate strategy or objectives, potential acquisitions
or capital expenditures, or other alternative uses for available cash,
and stock
market fluctuations, could cause the Company’s management to terminate or freeze
its stock repurchase program. 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,
2005, its Quarterly Report on Form 10-Q for the period ended December 31,
2005,
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.
ENERGIZER
HOLDINGS, INC.
By:
Daniel
J.
Sescleifer
Executive
Vice
President and Chief Financial Officer
Dated:
February 23,
2006