Title
of Class
|
Amount
|
Variable
Rate Toggle Interest Pay-In-Kind Senior Subordinated Notes due
2013
|
$350
million
|
Name
and address of agent for service:
Randall
J. Steward
Executive
Vice-President
and
Chief Financial Officer
Spectrum
Brands, Inc.
Six
Concourse Parkway
Suite
3300
Atlanta,
Georgia 30328
(770)
829-6200
|
Copies
to be sent to:
Margaret
A. Brown, Esq.
Skadden,
Arps, Slate, Meagher & Flom LLP
One
Beacon Street
31st
Floor
Boston,
MA 02108
(617)
573-4800
|
1. |
General
Information.
|
2.
|
Securities
Act Exemption Applicable.
|
3.
|
Affiliates.
|
Name
of Company
|
Jurisdiction
of Organization
|
|
Anabasis
Handelsgesellschaft mbH (31)
|
Germany
|
|
Aquaria,
Inc. (16)
|
California
|
|
Aquarium
Systems, Inc. (18)
|
Delaware
|
|
Brisco
Electronics B.V.(32)
|
Netherlands
|
|
DB
Online, LLC (16)
|
Hawaii
|
|
Distribuidora
Rayovac Guatemala, S.A. (43)
|
Guatemala
|
|
Distribuidora
Rayovac Honduras, S.A. (46)
|
Honduras
|
|
Distribuidora
Ray-O-Vac/Varta, S.A. De C.V. (47)
|
Mexico
|
|
Eight
in One GmbH (23)
|
Germany
|
|
Ipopojuca
Empreendimentos E Participacoes S.A. (11)
|
Brazil
|
|
Microlite
S. A. (10)
|
Brazil
|
|
Minera
Vidaluz, S.A. De C.V. (1)
|
Mexico
|
|
Ningbo
Baowang Battery Co., Ltd. (7)
|
China
|
|
Perfecto
Manufacturing, Inc (17)
|
Delaware
|
|
Pile
D'alsace S.A.S. (27)
|
France
|
|
Rayovac
(UK) Limited (27)
|
UK
|
|
Rayovac
Argentina S.R.L. (51)
|
Argetina
|
|
Rayovac
Brasil Participacoes Ltda. (38)
|
Brazil
|
|
Rayovac
Chile Sociedad Comercial Ltda. (50)
|
Chile
|
|
Rayovac
Costa Rica, S.A. (44)
|
Costa
Rica
|
|
Ray-O-Vac
De Mexico, S.A. De C.V. (48)
|
Mexico
|
|
Rayovac
Dominican Republic, S.A. (41)
|
Dominican
Rep.
|
|
Rayovac
El Salvador, S.A. De C.V. (40)
|
El
Salvador
|
|
Rayovac
Europe B.V. (27)
|
Netherlands
|
|
Rayovac
Europe GmbH (22)
|
Germany
|
|
Rayovac
Europe Limited (33)
|
UK
|
|
Rayovac
Far East Limited (37)
|
Hong
Kong
|
|
Rayovac
Foreign Sales Corporation (1) (36)
|
Barbados
|
|
Rayovac
Guatemala, S.A. (42)
|
Guatemala
|
|
Rayovac
Honduras, S.A. (45)
|
Honduras
|
|
Rayovac
Overseas Corp. (2)
|
Cayman
|
|
Rayovac
PRC(6)
|
Cayman
|
|
Rayovac
Venezuela, S.A. (26)
|
Venezuela
|
|
Rayovac-VARTA
S.A. (49)
|
Colombia
|
|
Rayovac-VARTA
Soluciones Limitada. (52)
|
Colombia
|
|
Remington
Consumer Products (34)
|
UK
|
|
Remington
Consumer Products (Ireland) Ltd. (34)
|
Ireland
|
Name
of Company
|
Jurisdiction
of Organization
|
|
Remington
Licensing Corporation (1)(35)
|
Delaware
|
|
Remington
Products Australia Pty. Ltd. (2)
|
Australia
|
|
Remington
Products GMBH (31)
|
Germany
|
|
Remington
Products New Zealand Ltd. (9)
|
New
Zealand
|
|
ROV
German General Partner GmbH (27)
|
Germany
|
|
ROV
German Limited GmbH(55)
|
Germany
|
|
ROV
Holding, Inc (1)
|
Delaware
|
|
ROV
International Finance Company(2)
|
Cayman
Islands
|
|
ROVCAL,
Inc. (1)
|
California
|
|
Schultz
Company (12)
|
Missouri
|
|
Southern
California Foam, Inc. (16)
|
California
|
|
Spectrum
Brands (Hong Kong) Limited (7)
|
Hong
Kong
|
|
Spectrum
Brands (Shenzhen) Ltd. (7)
|
China
|
|
Spectrum
Brands Asia (2)
|
Cayman
|
|
Spectrum
Brands Canada, Inc.(2)
|
Canada
|
|
Spectrum
Brands Europe GmbH (21)
|
Germany
|
|
Spectrum
Brands Europe Holding GmbH (2)
|
Germany
|
|
Spectrum
Brands HK1 Limited (3)
|
Hong
Kong
|
|
Spectrum
Brands HK2 Limited (3)
|
Hong
Kong
|
|
Spectrum
Brands Holding B.V. (39)
|
Netherlands
|
|
Spectrum
Brands IP, Inc. (8)
|
Ontario
|
|
Spectrum
Brands Lux S.a.r.l. (19)
|
Luxemborg
|
|
Spectrum
Brands Mauritius Limited (5)
|
Mauritius
|
|
Spectrum
Brands Schweiz GmbH (20)
|
Switzerland
|
|
Spectrum
China Business Trust (4)
|
China
|
|
Spectrum
Neptune CA Holdco Corporation (13)
|
Nova
Scotia
|
|
Spectrum
Neptune Holding Company GP, Ltd. (14)
|
Nova
Scotia
|
|
Spectrum
Neptune Holding Company, LP (15)
|
Ontario
|
|
Spectrum
Neptune US Holdco Corporation (12)
|
Delaware
|
|
Tetra
(UK) Limited (34)
|
UK
|
|
Tetra
Aquatic Asia Pacific Private Limited (2)
|
Singapore
|
|
Tetra
France S.A.S.(29)
|
France
|
|
Tetra
GmbH (23)
|
Germany
|
|
Tetra
Holding (US), Inc. (1)
|
Delaware
|
|
Tetra
Holding GmbH (22)
|
Germany
|
|
Tetra
Italia S.r.L. (28)
|
Italy
|
|
Tetra
Japan K.K. (2)
|
Japan
|
|
United
Industries Corporation (1)
|
Delaware
|
|
United
Pet Group, Inc (12)
|
Delaware
|
|
VARTA
B.V. (20)
|
Netherlands
|
|
VARTA
Baterie Sp.Zo.o (54)
|
Poland
|
|
VARTA
Baterie spol. S R.O. (56)
|
Czech
Rep.
|
|
VARTA
Batterie Ges.M.B.H. (21)
|
Austria
|
|
VARTA
Batterie S.r.L. (27)
|
Italy
|
|
VARTA
Consumer Batteries A/S (27)
|
Denmark
|
|
VARTA
Consumer Batteries Gmbh & Co. KGAA (30)
|
Germany
|
Name
of Company
|
Jurisdiction
of Organization
|
|
VARTA
Ltd. (34)
|
UK
|
|
VARTA
Pilleri Ticaret Ltd. Sirketi (56)
|
Turkey
|
|
VARTA
Remington Rayovac d.o.o (25)
|
Bosnia
Herz
|
|
VARTA
Remington Rayovac d.o.o (25)
|
Croatia
|
|
VARTA
Remington Rayovac Trgovina d.o.o.(25)
|
Slovenia
|
|
VARTA
S.A.S.(29)
|
France
|
|
VARTA-Hungaria
Kreskedelmi Es Szolgaltato Kft (53)
|
Hungary
|
|
ZAO
"Spectrum Brands" Russia (21)
|
Russia
|
|
Zoephos
International N.V. (2)
|
Netherlands
Antilles
|
|
Zoomedica
Frickhinger GmbH (24)
|
Germany
|
(1) Owned
by Spectrum.
|
(2) Owned
by ROV Holding, Inc.
|
(3) Owned
by Spectrum Brands Asia.
|
(4) Owned
by Spectrum Brands HK1 and Spectrum Brands HK2.
|
(5) Owned
by Spectrum China Business Trust.
|
(6) Owned
by Spectrum Brands Mauritius Limited.
|
(7) Owned
by Rayovac PRC.
|
(8) Owned
by Spectrum Brands Canada.
|
(9) Owned
by Remington Products Australia Pty Ltd.
|
(10) Owned
90.9% by Rayovac Brasil Participcoes Ltda.
Remaining 9.1% owned by Tabriza, an unaffiliated company. In addition,
each of Hartmut Junghahn, Donna Corredera, Randy Steward Luiz Carlos
Sambo
and Carlos Lima own 1 preferred share, which constitute all of
the shares
outstanding.
|
(11) Owned
by Microlite S.A.
In
addition, each of Randy Steward, Hartmut Junghahn, Donna Corredera
and
Luiz Carlos Sambo own 1 preferred share, which constitute all of
the
shares outstanding
|
(12) Owned
by United Industries Corporation.
|
(13) Owned
by Spectrum Neptune U.S. Holdco Corporation.
|
(14) Owned
by Spectrum CA Holdco Corporation.
|
(15) Owed
by Spectrum Neptune Holding GP, Ltd.
|
(16) Owned
by United Pet Group, Inc.
|
(17) Owned
by Aquaria, Inc.
|
(18) Owned
by Perfecto Manufacturing, Inc.
|
(19) Owned
by Spectrum Brands Holding B.V.
|
(20) Owned
by Spectrum Brands Lux Sarl.
|
(21) Owned
by VARTA B.V.
|
(22) Owned
by Spectrum Brands Europe GmbH.
|
(23) Owned
by Tetra Holding GmbH.
|
(24) Owned
by Tetra GmbH.
|
(25) Owned
by VARTA Batterie Ges. m.b.H.
|
(26) Owned
by Rayovac Overseas Corp.
|
(27) Owned
by Rayovac Europe Gmbh.
|
(28) Owned
by VARTA Batterie S.r.L.
|
(29) Owned
by Pile d'Alsace S.A.S.
|
(30) Owned
by ROV German Limited GmbH.
|
(31) Owned
by VARTA Consumer Batteries GmbH & Co. KGaA.
|
(32) Owned
by Rayovac Europe B.V.
|
(33) Owned
by Rayovac (UK) Limited.
|
(34) Owned
by Rayovac Europe Limited.
|
(35) Owned
50% by Spectrum.
|
(36) Owned
99.9% by Spectrum and 1% by ROV Holding Inc.
|
(37) Owned
99.9%
by ROV Holding, Inc.
|
(38) Owned
99.99%
by ROV Holding, Inc. and 1% by Spectrum.
|
(39) Owned
97%
by ROV Holding, Inc. and 3% by Spectrum.
|
(40) Owned
94.7% by Rayovac
Overseas Corp. and 5.3% by Rayovac Costa Rica
|
(41) Owned
99.99% by Rayovac
Overseas Corp. Each of the following owns one share: Distribuidora
Rayovac
Guatemala, Rayovac Venezuela, Distribuidora Rayovac Honduras, Rayovac
Guatemala, Rayovac Honduras and Rayovac El Salvador.
|
(42) Owned
84.21%
by Rayovac Overseas Corp. and 15.79% by Distribuidora Rayovac
Guatemala.
|
(43) Owned
99.06%
by Rayovac Overseas Corp. and 0.94% by Rayovac
Guatemala.
|
(44) Owned
96.24%
by Rayovac Overseas Corp. and 3.76% by Rayovac Honduras.
|
(45) Owned
80.31%
by Rayovac Overseas Corp., 5.31% by Rayovac El Salvador, 5.31%
by Rayovac
Costa Rica, 5.31% by Rayovac Guatemala and 3.76% by Distribuidora
Rayovac
Honduras.
|
(46) Owned
80.4%
by Rayovac Overseas Corp., 3.8% by Rayovac Honduras, 5.4% by Rayovac
El
Salvador, 5.2% by Rayovac Costa Rica and 5.2% by Rayovac
Guatemala.
|
(47) Owned
99.008% by Rayovac Overseas Corp. and 0.002% by Rayovac
Dominican Republic
|
(48) Owned
99.98% by Rayovac Overseas Corp. and each
of James T. Lucke and Rayovac Dominican Republic own less than
0.01%
|
(49) Owned
as follows: ROVAC 67%, Rayovac Venezuela 23%, Rayovac Dominican
Republic
9.9%, less than 0.01% by each of Jose Zapata, Kent Hussey, James
Lucke,
Rayovac de Mexico and Rayovac Guatemala
|
(50) SPC
owns 0.01%
|
(51) Note
21: SPC owns 5%
|
(52) Note
22: Less than 0.01% owned by Jose Vicente Zapata, Colombian
counsel
|
(53) Note
23: ROV German Limited GmbH owns 1%
|
(54) H.P.
Kü bler owns .17%
|
(55) Brisco
Electronics owns 0.4%
|
(56) Rayovac
Europe Gmbh owns 99.003% and James
T. Lucke owns .007%
|
(57) ROV
German Limited GmbH owns 2%
|
4.
|
Directors
and Executive Officers.
|
Name
|
Office
|
||
David
|
Jones
|
Chairman
of the Board of Directors and Chief Executive Officer
|
|
Randall
|
Steward
|
Executive
Vice President and Chief Financial Officer
|
|
Hartmut
|
Junghahn
|
Executive
Vice President, Latin America
|
|
Remy
|
Burel
|
President,
Europe/ROW
|
|
Kenneth
|
Biller
|
President,
Global Operations
|
|
John
|
Heil
|
President,
Global Pet Supplies, Co-Chief Operating Officer
|
|
David
|
Lumley
|
President,
World Wide Batteries, Personal Care & Home & Garden, and Co-Chief
Operating Officer
|
|
Donna
|
Corredera
|
Senior
Vice President and Chief Financial Officer, Latin
America
|
|
Rick
|
Dempsey
|
Senior
Vice President and Chief Information Officer
|
|
Andreas
|
Rouve
|
Senior
Vice President, Finance, Chief Financial Officer,
Europe/ROW
|
|
Christof
|
Queisser
|
Senior
Vice President, Marketing and Sales, Europe/ROW
|
|
James
|
Lucke
|
Senior
Vice President, Secretary and General
Counsel
|
Name
|
Office
|
||
Kent
|
Hussey
|
Vice
Chairman and Director
|
|
Alfredo
|
Mayne-Nicholls
|
Vice
President, Sales and Marketing, Latin America
|
|
Paula
|
Bauer
|
Senior
Vice President
|
|
Paul
|
Cheeseman
|
Senior
Vice President
|
|
Anthony
|
Genito
|
Senior
Vice President
|
|
Patrick
|
Gore
|
Senior
Vice President
|
|
Thomas
|
Walzer
|
Senior
Vice President
|
|
John
|
Beattie
|
Vice
President
|
|
Chad
|
Colony
|
Vice
President
|
|
Anthony
|
Cords
|
Vice
President
|
|
Dale
|
Einerson
|
Vice
President
|
|
Robert
|
Falconi
|
Vice
President
|
|
Andrew
|
Fiorenza
|
Vice
President
|
|
Steven
|
Fraundorfer
|
Vice
President
|
|
Mark
|
Gershenson
|
Vice
President
|
|
Joe
|
Gil
|
Vice
President
|
|
Jim
|
Huffmyer
|
Vice
President
|
|
Ramzi
|
Kanso
|
Vice
President
|
|
James
|
Kimble
|
Vice
President
|
|
Russell
|
Kohl
|
Vice
President
|
|
Randal
|
Lewis
|
Vice
President
|
|
Timothy
|
Mead
|
Vice
President
|
|
James
|
Patullo
|
Vice
President
|
|
Andy
|
Ponte
|
Vice
President
|
|
Randall
|
Raymond
|
Vice
President
|
|
Kristen
|
Rider
|
Vice
President
|
|
Jeffrey
|
Schmoeger
|
Vice
President
|
|
Ricky
|
Spurlock
|
Vice
President
|
|
John
|
Walker
|
Vice
President
|
|
Tom
|
Ramey
|
Vice
President, Asia Pacific
|
|
Kevin
|
Brenner
|
President,
Americas Aquatics division of Global Pet
|
|
Barry
|
Seenberg
|
Vice
President, Companion Animal
|
|
Wolfgang
|
Mollenhauer
|
Vice
President, General Manager, Pet Europe, Far East
|
|
John
|
Bowlin
|
Director
|
|
Charles
|
Brizius
|
Director
|
|
William
|
Carmichael
|
Director
|
|
John
|
Lupo
|
Director
|
|
Scott
|
Schoen
|
Director
|
|
Barbara
|
Thomas
|
Director
|
|
Thomas
|
Shepherd
|
Lead
Director
|
5.
|
Principal
Owners of Voting
Securities
|
Name
|
Complete
Mailing Address
|
Title
of Class Owned
|
Amount
Owned
(includes beneficial ownership) |
Percentage
of Voting Securities Owned
|
THL
Parties
c/o
Thomas H. Lee Partners, LP
|
100
Federal Street, 35th
Floor
Boston,
MA 02110
|
Common
Stock
|
12,760,584
(1)
|
24.30%
|
Ameriprise
Financial Inc.
|
General
Counsel’s Office 50591 Ameriprise Financial Center
Minneapolis,
MN 55474
|
Common
Stock
|
7,535,376
(2)
|
14.36%
|
Charles
A. Brizius
|
c/o
Thomas H. Lee
100
Federal Street, 35th
Floor
Boston,
MA
|
Common
Stock
|
12,760,584 (1)(3)
|
24.30%
|
Scott
A. Schoen
|
c/o
Thomas H. Lee
100
Federal Street, 35th
Floor
Boston,
MA
|
12,760,584 (1)(4)
|
24.30%
|
(1)
|
Based
in part on information set forth in a Schedule 13D that was filed
with the
SEC on February 17, 2005 (“Schedule 13D”).
|
The
THL Parties may be deemed to beneficially own 12,765,584 shares of
Common
Stock pursuant to Securities Exchange Act Rule 13d-3 and 13d-5(b).
The
aggregate number of shares beneficially owned by the THL Parties
is
comprised of (A) 10,593,305 shares directly held by Thomas H. Lee
Equity Fund IV, L.P. (“Equity Fund”), (B) 366,192 shares directly
held by Thomas H. Lee Foreign Fund IV, L.P. (“Foreign Fund”),
(C) 1,031,186 shares directly held by Thomas H. Lee Foreign Fund
IV-B, L.P. (“Foreign Fund B”), (D) 2,785 shares directly held by
Thomas H. Lee Investors Limited Partnership (“THL Investors”),
(E) 68,881 shares directly held by Thomas H. Lee Charitable
Investment L.P. (“Charitable Investment”), (F) 6,006 shares directly
held by THL Equity Advisors IV, LLC and (G) 670,266 shares directly
held by (i) the following managing directors of Thomas H. Lee
Advisors, LLC: David V. Harkins; Scott A. Schoen; Scott M. Sperling;
Anthony J. DiNovi; Thomas M. Hagerty; Seth W. Lawry; Kent R. Weldon;
Todd
M. Abbrecht; Charles A. Brizius; Scott Jaeckel; and Soren Oberg,
and
(ii) the following other parties that are not affiliates of Thomas H.
Lee Partners, L.P., but who acquired his/her shares of Common Stock
as
part of a coinvestment with the other THL Parties: the 1997 Thomas
H. Lee
Nominee Trust; the 1995 Harkins Gift Trust; the Smith Family Limited
Partnership; the Robert Schiff Lee 1988 Irrevocable Trust; Stephen
Zachary
Lee; Charles W. Robins as Custodian for Jesse Lee; C. Hunter Boll;
Warren
C. Smith, Jr.; Terence M. Mullen; Thomas R. Shepherd; Wendy L. Masler;
Andrew D. Flaster; Charles W. Robins and James Westra ((i) and
(ii) are together referred to herein as the “Related Holders”) (the
Equity Fund, Foreign Fund, Foreign Fund B, THL Investors, Charitable
Investment and the Related Holders are collectively referred to herein
as
the “THL Parties”). The aggregate number of beneficially owned shares may
also be deemed to include 5,000 shares subject to options held by
Mr. Shepherd that were exercisable within 60 days of December 4,
2006.
|
Except
to the extent of a pecuniary interest therein, each of the persons
and
entities comprising the THL Parties expressly disclaims beneficial
ownership of the shares held by each of the other persons and entities
comprising the THL Parties, except: (a) THL Equity Advisors IV LLC
does not disclaim beneficial ownership of shares held by Equity Fund,
Foreign Fund or Foreign Fund B; (b) Management Corp. (as defined
below) does not disclaim beneficial ownership of shares held by THL
Investors; and (c) Thomas H. Lee, an individual U.S. citizen, does
not disclaim beneficial ownership of shares held by the 1997 Thomas
H. Lee
Nominee Trust.
|
|
The
THL Parties by virtue of certain relationships, may constitute a
“group”
within the meaning of Rule 13d-5(b) under the Securities Exchange
Act of
1934, as amended. As a member of a group, each person and entity
of the
group may be deemed to beneficially own the shares of Common Stock
beneficially owned by the entire group.
|
|
Thomas
H. Lee Advisors, LLC, is the general partner of Thomas H. Lee Partners,
L.P., which is, in turn, the sole member of THL Equity Advisors IV,
LLC,
which is the general partner of each of Equity Fund, Foreign Fund
and
Foreign Fund B. THL Equity Advisors IV, LLC, as sole general partner
of
Equity Fund, Foreign Fund and Foreign Fund B (collectively, the “Advisors
Funds”), may be deemed to share voting and dispositive power with respect
to 11,990,683 shares beneficially owned by the Advisors Funds. The
managing directors of Thomas H. Lee Advisors, LLC also own membership
interests in Thomas H. Lee Advisors, LLC. The managing directors
of Thomas
H. Lee Advisors, LLC share voting and investment control over securities
held by the Advisors Funds and may be deemed to share beneficial
ownership
with respect to the 11,990,683 shares held by the Advisors Funds.
|
|
THL
Investment Management Corp. (“Management Corp.”) is the sole general
partner of THL Investors. Seth W. Lawry, Kent R. Weldon, David V.
Harkins,
Scott A. Schoen, Scott M. Sperling, Anthony J. DiNovi and Thomas
M.
Hagerty are officers of Management Corp. The officers of Management
Corp.
exercise voting and investment control over the shares of Company
stock
held by THL Investors and may be deemed to beneficially own the shares
of
Company stock held by THL Investors.
|
|
Each
of the Related Holders has obtained beneficial ownership of less
than 1%
of the outstanding shares. Each of the Related Holders has sole voting
and
sole dispositive power with respect to such shares beneficially owned
by
it, except for the 1997 Thomas H. Lee Nominee Trust, the 1995 Harkins
Gift
Trust, the Smith Family Limited Partnership, the Robert Schiff Lee
1988
Irrevocable Trust and Charles W. Robins as Custodian for Jesse Lee.
|
|
Thomas
H. Lee, an individual, may be deemed to share voting and dispositive
power
with respect to the shares beneficially held by the 1997 Thomas H.
Lee
Nominee Trust. Mr. Lee does not disclaim beneficial ownership of such
shares.
|
|
David
V. Harkins may be deemed to share voting and dispositive power over
shares
held by The 1995 Harkins Gift Trust. Charles W. Robins may be deemed
to
share voting and dispositive power over shares held by him as Custodian
for Jesse Lee and shares held by the Robert Schiff Lee 1988 Irrevocable
Trust. Warren C. Smith, Jr. may be deemed to share voting and dispositive
power over shares held by the Smith Family Limited Partnership. Except
to
the extent of his pecuniary interest therein, Mr. Harkins, Mr. Robins,
Mr. Smith and Mr. Lee each, respectively, disclaims beneficial
ownership of such shares. Thomas H. Lee, an individual, may be deemed
to
share voting and dispositive power over shares held by Charitable
Investment.
|
This
amount also reflects a grant of 13,666 shares of restricted stock
to
Thomas H. Lee Advisors, LLC reported on a Form 4s filed with the
SEC on
October 18, 2006. These shares are presently held by THL Equity
Advisors IV, LLC. THL Equity Advisors IV, LLC is the direct owner
of these
additional shares and a member of the THL Parties reporting group.
As
such, each member of the group may be deemed to beneficially own
these
shares of Common Stock.
|
|
This
amount also reflects grants of 3,646 and 8,297 shares of restricted
stock
granted to Mr. Shepherd as reported on Form 4s filed with the SEC on
October 5, 2005 and October 18, 2006, respectively.
Mr. Shepherd is the direct owner of these additional shares and a
member the THL Parties reporting group. As such, each member of the
group
may be deemed to beneficially own these additional shares of Common
Stock.
|
|
(2)
|
Ameriprise
Financial, Inc. has shared dispositive power with respect to 7,535,376
shares. Information is based on a Schedule 13G filed by Ameriprise
Financial, Inc. with the SEC on February 14, 2007.
|
(3)
|
5,127
shares are held directly by Mr. Brizius. As discussed in note (2)
above,
Mr. Brizius may be deemed to share beneficial ownership of 12,765,584
shares that may be beneficially owned by the THL Parties, which include
the 5,127 shares held by him directly. Except for shares held by
him
directly or to the extent of a pecuniary interest therein, Mr. Brizius
disclaims beneficial ownership of the shares held by each of the
other
persons and entities comprising the THL Parties.
|
(4)
|
30,764
shares are held directly by Mr. Schoen. As discussed in note (2)
above,
Mr. Schoen may be deemed to share beneficial ownership of 12,765,584
shares that may be beneficially owned by the THL Parties, which include
the 30,764 shares held by him directly. Except for shares held by
him
directly, Mr. Schoen disclaims beneficial ownership of the shares
held by
each of the other persons and entities comprising the THL
Parties.
|
6.
|
Underwriters
|
Name
|
Mailing
Address
|
Title
of Each Class of Securities Underwritten
|
Banc
of America Securities LLC
|
214
N. Tryon Street
17th
Floor
Charlotte,
North Carolina 28255
|
Spectrum
7 3/8% Senior Subordinated Notes due 2015
|
Citigroup
Global Markets, Inc.
|
399
Park Ave
New
York, New York 10022
|
Spectrum
7 3/8%
Senior Subordinated Notes due 2015
|
Merrill
Lynch, Pierce, Fenner & Smith Incorporated
|
4
World Financial Center
New
York,
New York 10080
|
Spectrum
7 3/8% Senior Subordinated Notes due 2015
|
ABN
AMRO Incorporated
|
540
West Madison Street
Suite
2514
Chicago,
Illinois 60661
|
Spectrum
7 3/8%
Senior Subordinated Notes due 2015
|
7.
|
Capitalization
|
Title
of Class
|
Amount
Authorized
|
Amount
Outstanding
(dollars
in millions)
|
|||||
Common
Stock, par value $0.01 per share
|
150,000,000
|
52,534,140
|
|||||
Preferred
stock, par value $.01 per share
|
5,000,000
|
0
|
|||||
8
1/2% Senior Subordinated Notes due 2013 (1)
|
$
|
350
|
$
|
350
|
|||
New
Variable Rate Toggle Interest Pay-In-Kind Senior Subordinated Notes
due
2013 (2)
|
$
|
350
|
$
|
350
|
|||
7
3/8% Senior Subordinated Notes due 2015
|
$
|
700
|
$
|
700
|
(1)
|
Each
holder of common stock entitled to vote at any meeting of stockholders
shall be entitled to one vote for each share of stock held by such
stockholder which has voting power upon the matter in question;
|
(2)
|
The
Board of Directors has the authority to issue preferred stock with
voting
rights as it may designate. As of the date of this Application, the
Company has not issued any preferred
stock;
|
(3)
|
Holders
of Senior Subordinated Notes generally are not entitled to vote at
any
meeting of stockholders.
|
8.
|
Analysis
of Indenture Provisions
|
(i)
|
Events
of Default; Withholding of
Notice
|
(1)
|
default
for 30 days in the payment when due of interest on, or Liquidated
Damages
with respect to, the New Notes whether or not prohibited by the
subordination provisions of the Indenture;
|
(2)
|
default
in payment when due (whether at maturity, upon acceleration, redemption
or
otherwise) of the principal of, or premium, if any, on the New Notes,
whether or not prohibited by the subordination provisions of the
Indenture;
|
(3)
|
failure
by Spectrum or any of its Restricted Subsidiaries to comply with
covenants
and obligations related to (i) the sale by Spectrum or any of its
Restricted Subsidiaries of its or their Assets and the use of the
proceeds
from such sale (Section 4.10 of the Indenture), (ii) the right of
Holders
of the New Notes to require Spectrum to repurchase all or part of
the New
Notes upon a Change in Control of Spectrum (Section 4.14 of the
Indenture), (iii) the sale of all or substantially all of the assets
of
any Guarantor or the merger or consolidation of any Guarantor with
or into
another person (Section 4.20(c) of the Indenture) and (iv) the sale
of all
or substantially all of the assets of any Spectrum or the merger
or
consolidation of Spectrum with or into another person (Section 5.01
of the
Indenture);
|
(4)
|
failure
by Spectrum or any of its Restricted Subsidiaries for 60 days after
written notice by the Trustee or Holders representing 25% or more
of the
aggregate principal amount of New Notes outstanding to comply with
any of
the other agreements in the Indenture;
|
(A)
|
default
under any mortgage, indenture or instrument under which there may
be
issued or by which there may be secured or evidenced any Indebtedness
for
money borrowed by Spectrum or any of its Restricted Subsidiaries
(or the
payment of which is Guaranteed by Spectrum or any of its Restricted
Subsidiaries) whether such Indebtedness or Guarantee now exists,
or is
created after the date of the Indenture, if that default:
|
(B)
|
is
caused by a failure to make any payment of principal at the final
maturity
of such Indebtedness (a "Payment Default"); or
|
(C)
|
results
in the acceleration of such Indebtedness prior to its express maturity,
|
(D)
|
and,
in each case, the principal amount of any such Indebtedness, together
with
the principal amount of any other such Indebtedness under which there
has
been a Payment Default or the maturity of which has been so accelerated,
aggregates $10.0 million or more;
|
(5)
|
failure
by Spectrum or any of its Restricted Subsidiaries to pay final judgments
(to the extent such judgments are not paid or covered by insurance
provided by a carrier that has acknowledged coverage
in writing and has the ability to perform) aggregating in excess
of $10.0
million, which judgments are not paid, discharged or stayed for a
period
of 60 days;
|
(6)
|
except
as permitted by the Indenture, any Note Guarantee shall be held in
any
judicial proceeding to be unenforceable or invalid or shall cease
for any
reason to be in full force and effect or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations
under its Note Guarantee; and
|
(7)
|
certain
events of bankruptcy or insolvency with respect to Spectrum, any
Guarantor
or any Significant Subsidiary of Spectrum (or any Restricted Subsidiaries
that together would constitute a Significant Subsidiary).
|
(1)
|
the
Holder gives the Trustee written notice of a continuing Event of
Default;
|
(2)
|
the
Holders of at least 25% in aggregate principal amount of outstanding
New
Notes make a written request to the Trustee to pursue the remedy;
|
(3)
|
such
Holder or Holders offer the Trustee indemnity satisfactory to the
Trustee
against any costs, liability or expense;
|
(4)
|
the
Trustee does not comply with the request within 60 days after receipt
of
the request and the offer of indemnity; and
|
(5)
|
during
such 60-day period, the Holders of a majority in aggregate principal
amount of the outstanding New Notes do not give the Trustee a direction
that is inconsistent with the request.
|
(ii)
|
Authentication
and Delivery of New Notes; Use of
Proceeds
|
(iii)
|
Release
and Substitution of Property Subject to the Lien of the
Indenture
|
(iv)
|
Satisfaction
and Discharge of the
Indenture
|
(1)
|
Either:
|
(A)
|
all
Notes that have been authenticated (except lost, stolen or destroyed
Notes
that have been replaced or paid and Notes for whose payment money
has
theretofore been deposited in trust and thereafter repaid to Spectrum)
have been delivered to the Trustee for cancellation; or
|
(B)
|
all
Notes that have not been delivered to the Trustee for cancellation
have
become due and payable by reason of the making of a notice of redemption
or otherwise or will become due and payable within one year and Spectrum
or any Guarantor has irrevocably deposited or caused to be deposited
with
the Trustee as trust funds in trust solely for the benefit of the
Holders,
cash in U.S. dollars, non-callable Government Securities, or a combination
thereof, in such amounts as will be sufficient without consideration
of
any reinvestment of interest, to pay and discharge the entire indebtedness
on the Notes not delivered to the Trustee for cancellation for principal,
premium and Liquidated Damages, if any, and accrued interest to the
date
of maturity or redemption;
|
(2)
|
no
Default or Event of Default shall have occurred and be continuing
on the
date of such deposit or shall occur as a result of such deposit and
such
deposit will not result in a breach or violation of, or constitute
a
default under, any other instrument to which Spectrum or any Guarantor
is
a party or by which Spectrum or any Guarantor is bound;
|
(3)
|
Spectrum
or any Guarantor has paid or caused to be paid all sums payable;
and
|
(4)
|
Spectrum
has delivered irrevocable instructions to the Trustee under the Indenture
to apply the deposited money toward the payment of the Notes at maturity
or the redemption date, as the case may be.
|
(1)
|
the
rights of Holders of outstanding Notes to receive payments in respect
of
the principal of, premium, if any, and interest on such Notes when
such
payments are due from the trust fund referred to below;
|
(2)
|
Spectrum's
obligations with respect to the Notes as specified in Article II
of the
Indenture, including concerning issuing temporary Notes, registration
of
Notes, mutilated, destroyed, lost or stolen Notes and the maintenance
of
an office or agency for payment and money for security payments held
in
trust and for the surrender of Notes for registration of transfer
or for
exchange;
|
(3)
|
the
rights, powers, trusts, duties and immunities of the Trustee, and
Spectrum's and the Guarantor's obligations in connection therewith;
and
|
(4)
|
the
Legal Defeasance, Covenant Defeasance and Satisfaction and Discharge
provisions of the Indenture.
|
(1)
|
Spectrum
must irrevocably deposit with the Trustee, in trust, for the benefit
of
the Holders of the New Notes, cash in U.S. dollars, non-callable
Government Securities, or a combination thereof, in such amounts
as will
be sufficient, in the opinion of a nationally recognized firm of
independent public accountants, to pay the principal of, or interest
and
premium and Liquidated Damages, if any, on the outstanding New Notes
on
the stated maturity or on the applicable redemption date, as the
case may
be, and
Spectrum must specify whether the New Notes are being defeased to
maturity
or to a particular redemption date;
|
(2)
|
in
the case of Legal Defeasance, Spectrum shall have delivered to the
Trustee
an Opinion of Counsel reasonably acceptable to the Trustee confirming
that
(a) the Company has received from, or there has been published by,
the
Internal Revenue Service a ruling or (b) since the date of the Indenture,
there has been a change in the applicable federal income tax law,
in
either case to the effect that, and based thereon such Opinion of
Counsel
shall confirm that, the Holders of the outstanding New Notes will
not
recognize income, gain or loss for federal income tax purposes as
a result
of such Legal Defeasance and will be subject to federal income tax
on the
same amounts, in the same manner and at the same times as would have
been
the case if such Legal Defeasance had not occurred;
|
(3)
|
in
the case of Covenant Defeasance, Spectrum shall have delivered to
the
Trustee an Opinion of Counsel reasonably acceptable to the Trustee
confirming that the Holders of the outstanding New Notes will not
recognize income, gain or loss for federal income tax purposes as
a result
of such Covenant Defeasance and will be subject to federal income
tax on
the same amounts, in the same manner and at the same times as would
have
been the case if such Covenant Defeasance had not occurred;
|
(4)
|
no
Default or Event of Default shall have occurred and be continuing
either:
(a) on the date of such deposit; or (b) or insofar as Events of Default
from bankruptcy or insolvency events are concerned, at any time in
the
period ending on the 123rd
day after the date of deposit;
|
(5)
|
such
Legal Defeasance or Covenant Defeasance will not result in a breach
or
violation of, or constitute a default under any material agreement
or
instrument to which Spectrum or any of its Subsidiaries is a party
or by
which Spectrum or any of its Subsidiaries is bound;
|
(6)
|
Spectrum
must have delivered to the Trustee an Opinion of Counsel to the effect
that, (1) assuming no intervening bankruptcy of Spectrum or any Guarantor
between the date of deposit and the 123rd
day following the deposit and assuming that no Holder is an "insider"
of
Spectrum under applicable bankruptcy law, after the 123rd
day following the deposit, the trust funds will not be subject to
the
effect of any applicable bankruptcy, insolvency, reorganization or
similar
laws affecting creditors' rights generally, including Section 547
of the
United States Bankruptcy Code and (2) the creation of the defeasance
trust
does not violate the Investment Company Act of 1940;
|
(7)
|
Spectrum
must deliver to the Trustee an Officers' Certificate stating that
the
deposit was not made by Spectrum with the intent of preferring the
Holders
of New Notes over the other creditors of Spectrum with the intent
of
defeating, hindering, delaying or defrauding creditors of Spectrum
or
others;
|
(8)
|
if
the New Notes are to be redeemed prior to their stated maturity,
Spectrum
must deliver to the Trustee irrevocable instructions to redeem all
of the
New Notes on the specified redemption date; and
|
(9)
|
Spectrum
must deliver to the Trustee an Officers' Certificate and an Opinion
of
Counsel, each stating that all conditions precedent relating to the
Legal
Defeasance or the Covenant Defeasance have been complied with.
|
(v)
|
Evidence
Required to be Furnished by the Company to the Trustee as to Compliance
with the Conditions and Covenants Provided for in the Indenture.
|
9.
|
Other
Obligors.
|
Subsidiary
Guarantors
|
Tetra
Holding (US), Inc.
|
ROV
Holding, Inc.
|
ROVCAL,
Inc.
|
United
Industries Corporation
|
Schultz
Company
|
Spectrum
Neptune US Holdco Corporation
|
United
Pet Group, Inc.
|
DB
Online, LLC
|
Southern
California Foam, Inc.
|
Aquaria,
Inc.
|
Aquarium
Systems, Inc.
|
Perfecto
Manufacturing, Inc.
|
Exhibit
Number
|
Exhibit
Description
|
Exhibit
99.T3A
|
Amended
and Restated Articles of Incorporation of Spectrum Brands, Inc. (filed
as
Exhibit 3.1 of Spectrum Brands' Quarterly Report on Form 10-Q for
the
fiscal quarter ended April 3, 2005 filed with the Commission on May
13,
2005 and incorporated by reference herein)
|
Exhibit
99.T3B
|
Amended
and Restated By-laws of Spectrum Brands, Inc. (filed as Exhibit 3.2
of
Spectrum Brands' Quarterly Report on Form 10-Q for the fiscal quarter
ended April 3, 2005 filed with the Commission on May 13, 2005 and
incorporated by reference herein)
|
Exhibit
99.T3C
|
Indenture
between Spectrum Brands, Inc., the Guarantors and Wells Fargo Bank,
N.A.,
as Trustee (filed herewith).
|
Exhibit
99.T3D
|
Not
Applicable
|
Exhibit
99.T3E
|
Offering
Circular and Consent Solicitation Statement, dated March [ ], 2007
(to be
filed supplementally)
|
Exhibit
99.T3F
|
A
cross reference sheet showing the location in the Indenture of the
provisions inserted therein pursuant to Section 310 through 318(a),
inclusive, of the Trust Indenture Act (included as part of Exhibit
T3C
herewith).
|
Exhibit
99.T3G
|
Form
T-1 qualifying Wells Fargo Bank, N.A. as Trustee under the Indenture
to be
qualified (filed herewith).
|
(Seal) | SPECTRUM BRANDS, INC. | |
|
|
|
By: | /s/ Randall J. Steward | |
Randall J. Steward |
||
Executive
Vice-President and Chief Financial Officer |
Attest: | By: | /s/ James T. Lucke |
James T. Lucke |
||
Senior
Vice-President, Secretary and General Counsel |