-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EELkQHNu8YxlOE0hxOlgkC0yD/OocI8cBZQ8WPfCtJXOZZgvG9dkUyFx3MQ9+06S o6eubbZpCgZGI57hah1VBw== 0001096752-08-000038.txt : 20080423 0001096752-08-000038.hdr.sgml : 20080423 20080423155928 ACCESSION NUMBER: 0001096752-08-000038 CONFORMED SUBMISSION TYPE: 5 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070930 FILED AS OF DATE: 20080423 DATE AS OF CHANGE: 20080423 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: STIRITZ WILLIAM P CENTRAL INDEX KEY: 0001052058 FILING VALUES: FORM TYPE: 5 SEC ACT: 1934 Act SEC FILE NUMBER: 001-15401 FILM NUMBER: 08771840 MAIL ADDRESS: STREET 1: 10401 CLAYTON RD STREET 2: STE 101 CITY: ST LOUIS STATE: MO ZIP: 63131 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ENERGIZER HOLDINGS INC CENTRAL INDEX KEY: 0001096752 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 431863181 STATE OF INCORPORATION: MO FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 533 MARYVILLE UNIVERSITY DRIVE CITY: ST LOUIS STATE: MO ZIP: 63141 BUSINESS PHONE: 3149852161 MAIL ADDRESS: STREET 1: 533 MARYVILLE UNIVERSITY DRIVE CITY: ST LOUIS STATE: MO ZIP: 63141 5 1 edgardoc.xml PRIMARY DOCUMENT X0202 5 2007-09-30 0 0 0 0001096752 ENERGIZER HOLDINGS INC ENR 0001052058 STIRITZ WILLIAM P ENERGIZER HOLDINGS, INC. 533 MARYVILLE UNIVERSITY DRIVE ST. LOUIS MO 63141 1 0 0 0 Energizer Holdings, Inc. Common Stock 2007-01-23 5 G 0 4650 0 D 2251150 D Energizer Holdings, Inc. Common Stock 521357 I by Spouse Non-Qualified Stock Option 5/08/00 17 2001-05-08 2010-05-07 Energizer Holdings, Inc. Common Stock 500000 500000 D Phantom Stock Units in Deferred Compensation Plan 0 Energizer Holdings, Inc. Common Stock 15329 15329 D Restricted Stock Equivalents 0 Energizer Holdings, Inc. Common Stock 130000 130000 D Variable Forward Contract 2010-02-24 Energizer Holdings, Inc. Common Stock 1000000 1000000 D Variable Forward Contract 2012-08-27 Energizer Holdings, Inc. Common Stock 500000 500000 D Variable Forward Contract 2012-08-31 Energizer Holdings, Inc. Common Stock 500000 500000 D Variable Forward Contract 2012-08-27 Energizer Holdings, Inc. Common Stock 250000 250000 I by Spouse Variable Forward Contract 2012-08-31 Energizer Holdings, Inc. Common Stock 250000 250000 I by Spouse Phantom stock units are payable in cash following termination of the Reporting Person's Service on the Board of Directors of Energizer Holdings, Inc. 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. 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. 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. 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. 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. 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. 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 2008-04-23 -----END PRIVACY-ENHANCED MESSAGE-----