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If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

^* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

This Amendment No. 2 to Schedule 13D relating to Water Pik Technologies, Inc., a Delaware corporation (the “Issuer”), is being filed on behalf of the undersigned to amend the Schedule 13D filed with the Commission on January 12, 2001, as amended by Amendment No. 1 thereto filed with the Commission on November 17, 2003 (together, the “Schedule 13D”). Terms defined in the Schedule 13D and not otherwise defined herein have the same meaning herein as in the Schedule 13D.

On November 14, 2003, the Reporting Persons submitted a proposal to the Issuer for inclusion in the Issuer’s proxy statement and proxy card for its 2004 annual meeting of stockholders. The proposal, which is attached hereto as Exhibit 4 and incorporated herein by reference, requests that the Issuer’s board of directors take all necessary actions to declassify the board of directors and eliminate certain other anti-takeover defenses as soon as practicable.

On November 26, 2003, the Reporting Persons received a letter from the Issuer in which the Issuer stated its intention not to include a portion of the Reporting Persons’ proposal in the Issuer’s proxy statement and proxy card for its 2004 annual meeting of stockholders.

On December 4, 2003, the Reporting Persons submitted a response letter to the Issuer in which the Reporting Persons expressed their disappointment with the Issuer’s decision and reaffirmed their request that the Issuer include the entire proposal in its proxy statement and proxy card (or otherwise implement such proposal at or prior to the 2004 annual meeting). The response letter is attached hereto as Exhibit 5 and incorporated herein by reference.

The Reporting Persons intend to monitor and evaluate their investment in the Issuer on a continuing basis. Except as set forth herein, the Reporting Persons currently have no plans or proposals that relate to or would result in any of the matters referred to in paragraphs (a) through (j), inclusive, of Item 4 of Schedule 13D. The Reporting Persons, however, may at any time and from time to time, review or reconsider their position with respect to any of such matters. The Reporting Persons retain the right to change their investment intent, make further acquisitions of shares of the Issuer’s Common Stock from one or more sellers in the open market or otherwise and/or dispose of all or a portion of their shares of Common Stock in the open market or otherwise.


	Exhibit 1		Joint Filing Agreement (previously filed as an exhibit to Schedule 13D).

	Exhibit 2		Stock Purchase Agreement, dated as of December 29, 2000, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001.

	Exhibit 3		Registration Rights Agreement, dated as of January 3, 2001, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001.

	Exhibit 4		Notice of Intention to Present Business at 2004 Annual Meeting, dated November 14, 2003, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D).

	Exhibit 5		Letter, dated December 4, 2003, submitted by the Reporting Persons to the Issuer.

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: December 8, 2003	TENNENBAUM CAPITAL PARTNERS, LLC, a Delaware limited liability company

	By:	Tennenbaum & Co., LLC
	Its:	Managing Member

	SPECIAL VALUE BOND FUND, LLC, a Delaware limited liability company

	By:	SVIM/MSM, LLC
	Its:	Managing Member

		By:	Tennenbaum & Co., LLC
		Its:	Managing Member

	SPECIAL VALUE BOND FUND II, LLC, a Delaware limited liability company

	By:	SVIM/MSM II, LLC
	Its:	Managing Member

		By:	Tennenbaum & Co., LLC
		Its:	Managing Member

	SVIM/MSM, LLC, a Delaware limited liability company

	By:	Tennenbaum & Co., LLC
	Its:	Managing Member

	SVIM/MSM II, LLC, a Delaware limited liability company

	By:	Tennenbaum & Co., LLC
	Its:	Managing Member

	TENNENBAUM & CO., LLC, a Delaware limited liability company

	Each of the above by:


	/s/ Michael E. Tennenbaum

	Name:	Michael E. Tennenbaum
	Its:	Managing Member


	Exhibit 1.		Joint Filing Agreement (previously filed as an exhibit to Schedule 13D).

	Exhibit 2		Stock Purchase Agreement, dated as of December 29, 2000, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 10.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001.

	Exhibit 3		Registration Rights Agreement, dated as of January 3, 2001, by and among Water Pik Technologies, Inc., Special Value Bond Fund, LLC and Special Value Bond Fund II, LLC, incorporated herein by reference to Exhibit 4.1 to Current Report on Form 8-K of Water Pik Technologies, Inc. filed with the Securities and Exchange Commission on January 11, 2001.

	Exhibit 4		Notice of Intention to Present Business at 2004 Annual Meeting, dated November 14, 2003, submitted by the Reporting Persons to the Issuer (previously filed as an exhibit to Schedule 13D).

	Exhibit 5		Letter, dated December 4, 2003, submitted by the Reporting Persons to the Issuer.

EX-5 3 a95031a2exv5.txt EXHIBIT 5 Exhibit 5 SPECIAL VALUE BOND FUND II, LLC C/O TENNENBAUM CAPITAL PARTNERS, LLC 11100 SANTA MONICA BOULEVARD, SUITE 210 LOS ANGELES, CALIFORNIA 90025 December 4, 2003 VIA U.S. MAIL, EMAIL & FACSIMILE Water Pik Technologies, Inc. 23 Corporate Plaza, Suite 246 Newport Beach, California 92660 Attn: Richard D. Tipton Re: Notice of Intention to Present Business at 2004 Annual Meeting Dear Mr. Tipton: We are in receipt of your letter dated November 26, 2003 responding to our proposals for the 2004 Annual Meeting of Stockholders (the "2004 Annual Meeting") of Water Pik Technologies, Inc. (the "Corporation"). We are extremely disappointed with your decision to exclude Proposal 2 on procedural grounds. We intend by this letter to reaffirm our request that Proposal 1 be included in the Corporation's proxy statement and proxy card for the 2004 Annual Meeting, and to reemphasize our strong belief that Proposal 2 should be promptly acted upon by the Corporation's Board of Directors, whether at or prior to the 2004 Annual Meeting. As noted in our previous letter, we believe that anti-takeover defenses such as those implemented by the Corporation are not consistent with current good corporate governance principles. They serve to entrench management at the expense of the Corporation's stockholders, and contribute to a languishing stock price that does not fully reflect the intrinsic value of the Corporation. We hope and expect that the Board of Directors would not hide behind the technicalities of the proxy rules as a justification for failing to implement meaningful changes that are clearly in the best interests of the Corporation's stockholders. Especially since the Corporation's proxy statement for last year's annual meeting stated: "Our Board of Directors believes that sound governance practices and policies provide an important framework to assist them in fulfilling their duty to stockholders. . . . We are continuing to review our corporate governance policies and practices and are comparing them to the proposed new SEC and NYSE requirements and the practices of other public companies." As for the penultimate paragraph in your letter reserving the Corporation's right to object to the inclusion of Proposal 1 or Proposal 2 in the proxy statement and proxy card for the 2004 Annual Meeting on other grounds, we note that (1) the time period in which the Corporation could object to the inclusion of Proposal 1 or Proposal 2 on other eligibility or procedural grounds has expired under Rule 14a-8(f) (14 days after receipt of the proposals), and (2) the substantive grounds set forth in Rule 14a-8(i) (e.g., the proposals are not proper under state law, the proposals would constitute a violation of law, the Corporation lacks the power to implement the proposals, etc.) clearly do not apply to a request for the Corporation's Board of Directors to eliminate anti-takeover defenses such as contemplated by Proposal 1 and Proposal 2. We therefore fail to see any basis on which the Corporation could properly object to the inclusion of Proposal 1 or Proposal 2 on other grounds. It is inexcusable that the Corporation's handpicked Board formed by its former parent corporation is unwilling to submit itself to a vote by your current stockholders and, furthermore, is unwilling to adopt stockholder democracy provisions that are clearly best practice in today's environment. We enclose herewith a copy of a recent article by the governance scholar Professor Lucian Bebchuk in this regard. We would appreciate a response to this letter confirming that you intend to include Proposal 1 in the Corporation's proxy statement and proxy card for the 2004 Annual Meeting, and explaining how and when the Board of Directors intends to implement Proposal 2 or, in the alternative, how the Board can justify failing to do so. We believe the Corporation's stockholders deserve such an explanation. Sincerely, SPECIAL VALUE BOND FUND II, LLC By: SVIM/MSM II, LLC Its: Managing Member SVIM/MSM II, LLC By: Tennenbaum & Co., LLC Its: Managing Member TENNENBAUM & CO., LLC Each of the above by: /s/ Michael E. Tennenbaum ------------------------------------- Name: Michael E. Tennenbaum Its: Managing Member cc: Institutional Shareholder Services -----END PRIVACY-ENHANCED MESSAGE-----


	Item 4. Purpose of Transaction.
	Item 7. Exhibits.
SIGNATURE
Exhibit Index
EXHIBIT 5

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Item 4.	Purpose of Transaction.


Item 7.	Exhibits.