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:
|
March
16, 2007
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(Date
of earliest event reported)
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SPECTRUM
BRANDS, INC.
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(Exact
Name of Registrant as Specified in
Charter)
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Wisconsin
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001-13615
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22-2423556
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||
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(State
or other Jurisdiction of Incorporation)
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(Commission
File No.)
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(IRS
Employer Identification No.)
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Six
Concourse Parkway, Suite 3300, Atlanta, Georgia 30328
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(Address
of principal executive offices, including zip
code)
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(770)
829-6200
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(Registrant's
telephone number, including area
code)
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N/A
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(Former
Name or Former Address, if Changed Since Last
Report)
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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:
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□
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Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
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□
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Soliciting
material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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□
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Pre-commencement
communications
pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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□
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Pre-commencement
communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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ITEM
7.01. REGULATION FD DISCLOSURE
On
March
16, 2007, Spectrum Brands, Inc. (the “Company”)
announced that it had commenced an exchange offer (the “Exchange
Offer”)
for
all of the Company’s outstanding 8 1/2% Senior Subordinated Notes due 2013 (the
“Existing
Notes”)
and a
solicitation of consents (the “Consent
Solicitation”)
to
proposed amendments to the indenture governing the Existing Notes and a waiver
of certain alleged or existing defaults or events of default and certain rights
under other debt agreements or instruments of the Company. A copy of the press
release announcing the Exchange Offer and Consent Solicitation is attached
hereto as Exhibit 99.1 and is incorporated herein by reference.
The
Exchange Offer is made pursuant to Section 3(a)(9) of the Securities Act of
1933, as amended. This announcement is not an offer to exchange any Existing
Notes for New Notes, a solicitation of an offer to exchange any Existing Notes
for New Notes, a solicitation of consents with respect to the Existing Notes,
an
offer to sell any New Notes or the solicitation of an offer to buy any New
Notes. The Exchange Offer and Consent Solicitation is being made pursuant to
an
offering circular and consent solicitation statement, and a related letter
of
transmittal and consent (collectively, the “Offer
Documents”),
which
the Company is sending to holders of the Existing Notes. The Offer Documents
set
forth the complete terms of the Exchange Offer and Consent
Solicitation.
The
Offer
Documents, in connection with the Exchange Offer and Consent Solicitation,
include the following information:
As
of
January 30, 2007, there was approximately $197 million under the existing
revolving credit facility and approximately $1.202 million in other indebtedness
outstanding (including letters of credit) under the existing senior credit
facility; and
Assuming
all of the Existing Notes are exchanged in the Exchange Offer and we enter
into
the previously announced proposed new senior credit facility, we expect to
incur
costs which may exceed $55 million in bank, legal, accounting and other fees
associated with the Exchange Offer and Consent Solicitation and the consummation
of the proposed new senior credit facility. Some of these costs may be paid
through borrowings under the proposed new senior credit facility.
ITEM
9.01. FINANCIAL STATEMENTS AND EXHIBITS
(d)
Exhibits
99.1 Press
Release dated March 16, 2007 issued by Spectrum Brands, Inc.
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.
| Date: March 16, 2007 | SPECTRUM BRANDS, INC. | |
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| By: | /s/ Randall J. Steward | |
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Name: Randall J. Steward |
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Title:
Executive Vice President and Chief
Financial Officer
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EXHIBIT
INDEX
| Exhibit | Description | |
| 99.1 | Press Release dated March 16, 2007 issued by Spectrum Brands, Inc. |
NEWS
RELEASE
For
Immediate Release
SPECTRUM
BRANDS LAUNCHES
EXCHANGE
OFFER AND CONSENT SOLICITATION
FOR
ITS 8 ½% SENIOR SUBORDINATED NOTES DUE 2013
ATLANTA
- March
16, 2007 - Spectrum Brands, Inc. (NYSE: SPC) (the “Company”)
today
announced that it has commenced its previously announced offer to exchange
(the
“Exchange
Offer”)
any
and all of the $350 million in aggregate principal amount outstanding of its
8
1/2% Senior Subordinated Notes due October 1, 2013 (the “Existing
Notes”)
(CUSIP
No. 755081AD8) for new senior subordinated notes due October 2, 2013 (the
“New
Notes”).
In
conjunction with the Exchange Offer, the Company is also soliciting consents
(the “Consent
Solicitation”)
from
the holders of the Existing Notes to effect proposed amendments to the indenture
for the Existing Notes that would eliminate substantially all of the restrictive
covenants and certain events of default contained therein and a waiver of
certain alleged or existing defaults or events of default under the indenture
for the Existing Notes. The Exchange Offer will expire at 12:00 A.M. on April
13, 2007 and the Consent Solicitation will expire at 5:00 P.M. on March 29,
2007.
Holders
validly tendering and not validly withdrawing Existing Notes will receive $950
in principal amount of New Notes for each $1000 principal amount of Existing
Notes validly tendered and accepted for exchange, plus
accrued
and unpaid interest on such principal amount of Existing Notes up to, but not
including, April 1, 2007. Subject to certain conditions, the Company will have
the option to pay interest on the New Notes entirely in cash or by increasing
the principal amount of the New Notes. The New Notes will bear interest at
an
initial rate of 11.00%, increasing to 11.25% on April 2, 2007 (or 11.75% if
interest is added to the principal amount of the New Notes) and thereafter
increasing semi annually based on a specified schedule and other provisions.
The
New Notes will begin accruing interest from and including April 1, 2007. The
New
Notes will be redeemable by the Company at scheduled redemption prices,
reflecting a specified premium to par beginning immediately and declining to
par
on October 1, 2010. The Company expects that the indenture for the New Notes
will contain similar restrictive covenants and substantially the same events
of
default as those pertaining to the Existing Notes.
Holders
of Existing Notes who deliver their consents to the proposed amendments and
waiver prior to the expiration of the Consent Solicitation will also receive
$50.00 in principal amount of New Notes per $1000 principal amount of Existing
Notes for which consent is validly delivered (and not validly revoked). Holders
who tender Existing Notes prior to the expiration of the Consent Solicitation
are required to consent to the proposed amendments and waiver.
In
connection with the exchange offer, the company has entered into an agreement
with certain holders of the Existing Notes who previously delivered a notice
of
default to the company under which such holders have agreed not to exercise
any
rights or remedies which may be available to them under the indenture for the
Existing Notes in respect of and to waive alleged defaults, to tender their
notes in the exchange offer and to consent to the proposed amendments to the
indenture for the Existing Notes. The company has been advised that these
holders own or otherwise control a majority in aggregate principal amount of
the
outstanding Existing Notes. The agreement will terminate in the event that
Existing Notes are not exchanged in the offer prior to April 10,
2007.
1
The
consummation of the Exchange Offer is subject to various terms and conditions,
including the refinancing of the Company's existing senior credit facility
and
customary conditions for an exchange offer and consent solicitation. The Company
will complete an early exchange for Existing Notes tendered prior to expiration
of the Consent Solicitation as soon after the expiration of the Consent
Solicitation as the previously announced refinancing of its senior credit
facility occurs and the other conditions to the Exchange Offer are satisfied
or
waived.
The
Exchange Offer will be made pursuant to Section 3(a)(9) of the Securities Act
of
1933, as amended. This press release is not an offer to exchange any Existing
Notes for New Notes, a solicitation of an offer to exchange any Existing Notes
for New Notes, a solicitation of consents with respect to the Existing Notes,
an
offer to sell any New Notes or the solicitation of an offer to buy any New
Notes. Tenders of Existing Notes and delivery of related consents may only
be
made pursuant to the Company’s Offering Circular and Consent Solicitation
Statement, dated March 16, 2007, and related Letter of Transmittal and Consent,
which the Company has sent to holders of the Existing Notes. The Offering
Circular and Consent Solicitation Statement, and related documents, sets forth
the complete terms of the Exchange Offer and Consent Solicitation.
Forward
Looking Statement
Certain
matters discussed in this news release, with the exception of historical
matters, may be forward-looking statements within the meaning of the Private
Securities Litigation Reform Act of 1995. These statements are subject to a
number of risks and uncertainties that could cause results to differ materially
from those anticipated as of the date of this release. Actual results may differ
materially from these statements as a result of (1) changes in external
competitive market factors, such as introduction of new product features or
technological developments, development of new competitors or competitive brands
or competitive promotional activity or spending, (2) changes in consumer demand
for the various types of products Spectrum Brands offers, (3) changes in the
general economic conditions where Spectrum Brands does business, such as stock
market prices, interest rates, currency exchange rates, inflation, consumer
spending and raw material costs, (4) the Company's ability to successfully
implement manufacturing, distribution and other cost efficiencies, (5) the
Company's ability to complete asset sales to reduce its outstanding debt and
leverage, (6) the Company's ability to refinance its existing bank credit
facility and successfully consummate the Exchange Offer and Consent Solicitation
described in this press release, (7) the effects of the existing bank credit
facility refinancing, Exchange Offer and Consent Solicitation in general and
(8)
various other factors, including those discussed herein and those set forth
in
Spectrum Brands' securities filings, including the most recently filed Annual
Report on Form 10-K. Spectrum Brands can give no assurance as to future results,
levels of activity or achievements, or that it will be able to complete the
Exchange Offer and consent solicitation on the anticipated terms or at all.
2
About
Spectrum Brands, Inc.
Spectrum
Brands is a global consumer products company and a leading supplier of
batteries, portable lighting, lawn and garden products, household insect
control, shaving and grooming products, personal care products and specialty
pet
supplies. Spectrum Brands' products are sold by the world's top 25 retailers
and
are available in more than one million stores in 120 countries around the world.
Headquartered in Atlanta, Georgia, Spectrum Brands generated net sales of $2.5
billion in fiscal 2006 and has approximately 8,400 employees worldwide. The
Company's stock trades on the New York Stock Exchange under the symbol SPC.
###
Investor
Contact:
Nancy
O’Donnell
VP
Investor Relations, Spectrum Brands
770-829-6208
Media
Contact:
Sard
Verbinnen & Co for Spectrum Brands
Jamie
Tully or Victoria Hofstad
212-687-8080
3