SEC Form 5
FORM 5 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
  
 Form 3 Holdings Reported.
  
 Form 4 Transactions Reported.
1. Name and Address of Reporting Person*
STIRITZ WILLIAM P
(Last) (First) (Middle)
ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
(Street)
ST. LOUIS MO 63141
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS INC [ ENR ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
09/30/2005
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Amount (A) or (D) Price
Energizer Holdings, Inc. Common Stock 01/18/2005 G 4,800 D $0 2,436,500 D
Energizer Holdings, Inc. Common Stock 521,357 I by Spouse
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Non-Qualified Stock Option 5/08/00 $17 05/08/2001 05/07/2010 Energizer Holdings, Inc. Common Stock 500,000 500,000 D
Phantom Stock Units in Deferred Compensation Plan $0 (1) (1) Energizer Holdings, Inc. Common Stock 10,830 10,830 D
Restricted Stock Equivalents $0 (2) (2) Energizer Holdings, Inc. Common Stock 130,000 130,000 D
Variable Forward Contract(3) (4) (4) 02/24/2010(4) Energizer Holdings, Inc. Common Stock 1,000,000 1,000,000 D
Variable Forward Contract (5) (5) 08/27/2012 Energizer Holdings, Inc. Common Stock 500,000 500,000 D
Variable Forward Contract (6) (6) 08/31/2012 Energizer Holdings, Inc. Common Stock 500,000 500,000 D
Variable Forward Contract (5) (5) 08/27/2012 Energizer Holdings, Inc. Common Stock 250,000 250,000 I by Spouse(7)
Variable Forward Contract (6) (6) 08/31/2012 Energizer Holdings, Inc. Common Stock 250,000 250,000 I by Spouse(8)
Explanation of Responses:
1. Phantom stock units are payable in cash following termination of the Reporting Person's Service on the Board of Directors of Energizer Holdings, Inc.
2. Restricted stock equivalents are vested and will convert into shares of Energizer Common Stock upon Reporting Person's retirement or other termination of service on the Board.
3. Mr. Stiritz elected, under the terms of the STARS, to receive an advance discounted payment of the purchase price under the STARS, based on the floor price of $62.4393, as of the date of entering the transaction rather than at settlement date.
4. Mr. Stiritz entered into a variable forward transaction, titled a Specialized Term Appreciation Retention Sales (STARS) transaction, with Bank of America, N.A. (BOA). Under the STARS, BOA sold an aggregate of 1M shares of common stock of ENR (CS) into the public market in accordance with para. (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. The STARS agreement provides that during the ten business day period commencing 2/24/10, Mr. Stiritz will deliver, in the aggregate, a number of shares of CS to BOA (or the cash equivalent of such shares) as follows:if the settlement price is less than the downside floor, a delivery of 1M shares of CS, subject to adjustment for capital restructurings; and (b) if the settlement price is equal to or greater than the downside floor, a delivery of between 696,865 and 1M shares of CS, the exact number of which is dependent upon the settlement price and subject to adjustment for capital restructurings.
5. William and Susan Stiritz each entered into a variable forward contract ("VFC") with Credit Suisse First Boston Capital LLC ("CSFBC LLC") and Credit Suisse First Boston LLC. Under the VFCs, CSFBC LLC sold an aggregate of 750,000 shares of common stock of Energizer Holdings, Inc. ("Common Stock") into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. The VFCs provide that on August 27, 2012, William and Susan Stiritz will deliver, in the aggregate, a number of Common Shares to CSFBC LLC (or, at their election, the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor, a delivery of 750,000 Common Shares; and (b) if the settlement price is equal to or greater than the downside floor, a delivery of between 438,596 and 750,000 Common Shares (subject to adjustment for capital restructurings), dependent upon the settlement price.
6. William and Susan Stiritz each entered into a variable forward contract ("VFC") with Credit Suisse First Boston Capital LLC ("CSFBC LLC") and Credit Suisse First Boston LLC. Under the VFCs, CSFBC LLC sold an aggregate of 750,000 shares of common stock of Energizer Holdings, Inc. ("Common Shares") into the public market in accordance with paragraphs (f) and (g) of Rule 144 under the Securities Act of 1933, as amended. The VFCs provide that on August 31, 2012, William and Susan Stiritz will deliver, in the aggregate, a number of Common Shares to CSFBC LLC (or, at their election, the cash equivalent of such shares) as follows: (a) if the settlement price is less than the downside floor, a delivery of 750,000 Common Shares; and (b) if the settlement price is equal to or greater than the downside floor, a delivery of between 432,028 and 750,000 Common Shares (subject to adjustment for capital restructurings), dependent upon the settlement price.
7. The reporting person expressly disclaims beneficial ownership of these securities; 250,000 of these shares are committed for use in a variable forward contract dated 1/28/05.
8. The reporting person expressly disclaims beneficial ownership of these securities; 250,000 of these shares are committed for use in a variable forward contract dated 2/2/05.
WILLIAM P. STIRITZ 04/23/2008
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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