SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
October 1, 2002
(Date of earliest event reported)
Rayovac Corporation
------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
Wisconsin 001-13615 22-2423556
-------------------------------------------------------------------------------
(State or other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
601 Rayovac Drive Madison, WI 53711
-------------------------------------------------------------------------------
(Address of principal executive offices) (Zip Code)
(608) 275-3340
-------------------------------------------------------------------------------
Registrant's telephone number
including area code
Not Applicable
-------------------------------------------------------------------------------
Former Name or Former Address, if Changed Since Last Report
This Amendment to the Current Report on Form 8-K amends the Current Report on
Form 8-K filed by Rayovac Corporation (the "Company") on October 16, 2002.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 16, 2002, the Company filed with the Securities and Exchange
Commission a Current Report on Form 8-K with respect to the Company's
acquisition, on October 1, 2002, of the consumer battery business of VARTA AG
("VARTA"), other than VARTA's Brazilian joint venture.
This Amendment to the Current Report on Form 8-K is filed solely to include the
financial statements and pro forma financial information described in Item 7
below.
Item 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION AND EXHIBITS
(a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. The following financial
statements are included as Exhibit 99.1 to this report:
(i) Audited Combined Financial Statements of the Consumer Battery Group
of VARTA AG:
Independent Auditors' Report.
Combined Balance Sheets-German GAAP as of September 30, 2002 and
December 31, 2001 and 2000.
Combined Statements of Operations-German GAAP for the nine months
ended September 30, 2002 and for the years ended December 31, 2001
and 2000.
Combined Statements of Changes in Equity-German GAAP for the nine
months ended September 30, 2002 and for the years ended December 31,
2001 and 2000.
Combined Statements of Cash Flows-German GAAP for the nine months
ended September 30, 2002 and for the years ended December 31, 2001
and 2000.
Notes to Combined Financial Statements-German GAAP.
(b) PRO FORMA FINANCIAL INFORMATION. The following unaudited pro forma
financial information with respect to the Registrant is included as
Exhibit 99.2 to this report:
Unaudited Pro Forma Condensed Combined Balance Sheet as of
September 30, 2002.
Unaudited Pro Forma Condensed Combined Statement of Operations for
the year ended September 30, 2002.
Notes to Unaudited Pro Forma Condensed Combined Financial Statements
(c) EXHIBITS
2.1* Joint Venture Agreement dated July 28, 2002, by and among the
Company, VARTA and ROV German Limited GmbH, as amended.
2
2.2* Third Amended and Restated Credit Agreement, dated October 1,
2002, by and among the Company, VARTA Geratebatterie GmbH, the
lenders party thereto, LaSalle Bank National Association, as
documentation agent, Citicorp North America, Inc., as
syndication agent, and Bank of America, N.A., as administrative
agent.
23.1 Consent of Independent Auditors
99.1 Combined Financial Statements of the Consumer Battery Group of
VARTA AG (with independent auditors' report).
99.2 Unaudited Pro Forma Condensed Combined Financial Statements.
* Previously filed with the Registrant's Current Report on
Form 8-K, as filed with the Securities and Exchange
Commission on October 16, 2002, and hereby incorporated by
reference herein.
3
SIGNATURE
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.
Date: December 16, 2002
RAYOVAC CORPORATION
By: /s/ Randall J. Steward
------------------------------
Randall J. Steward
Executive Vice President and Chief
Financial Officer
4
INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION
2.1* Joint Venture Agreement dated July 28, 2002, by and among the
Company, VARTA and ROV German Limited GmbH, as amended.
2.2* Third Amended and Restated Credit Agreement, dated October 1,
2002, by and among the Company, VARTA Geratebatterie GmbH, the
lenders party thereto, LaSalle Bank National Association, as
documentation agent, Citicorp North America, Inc., as syndication
agent, and Bank of America, N.A., as administrative agent.
23.1 Consent of Independent Auditors
99.1 Combined Financial Statements of the Consumer Battery
Group of VARTA AG (with independent auditors' report).
99.2 Unaudited Pro Forma Condensed Combined Financial
Statements.
* Previously filed with the Registrant's Current Report on Form
8-K, as filed with the Securities and Exchange Commission
on October 16, 2002, and hereby incorporated by reference
herein.