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EX-99.2 - PRESS RELEASE, DIVIDEND - EDGEWELL PERSONAL CARE Coexhibit992.htm
EX-99.1 - PRESS RELEASE, RESULTS OF OPERATIONS AND FINANCIAL CONDITION - EDGEWELL PERSONAL CARE Coenrpr063013.htm


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 (Date of Earliest Event Reported): June 30, 2013
_____________________________________________________________________________________
Energizer Holdings, Inc.
(Exact Name of Registrant as Specified in its Charter)
Missouri
 
1-15401
 
43-1863181
(State or other jurisdiction of
incorporation)
 
(Commission
File Number)
 
(IRS Employer
Identification Number)
533 Maryville University Drive
St. Louis, Missouri 63141
(Address of principal executive offices)
Registrant’s telephone number, including area code: (314) 985-2000

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 (see General Instruction A.2. below):
¨    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))







Item 2.02. Results Of Operations And Financial Condition.
On July 31, 2013, Energizer Holdings, Inc. (the "Company") issued a press release announcing financial and operating results for its third fiscal quarter ended June 30, 2013, reaffirmed fiscal 2013 Adjusted EPS outlook, increased its quarterly dividend and updated GAAP EPS fiscal 2013 outlook. This press release, which included the attached unaudited Statement of Earnings for the quarter, is furnished as Exhibit 99.1 hereto and incorporated herein by reference.

The information furnished pursuant to this Item 2.02, including the attached exhibit, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933 or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 7.01. Regulation FD Disclosure.
On July 31, 2013, the Company announced that its Board of Directors declared a quarterly dividend of fifty cents ($0.50) per share on its Common Stock, payable on September 10, 2013 to all shareholders of record as of the close of business on August 20, 2013. A copy of the press release announcing the dividend declaration is attached hereto as Exhibit 99.2 and incorporated by reference herein.

The information furnished pursuant to this Item 7.01, including the attached exhibit, shall not be deemed “filed” for purposes of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of such section, nor shall such information or exhibit be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
See Exhibit Index.





SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.


ENERGIZER HOLDINGS, INC.


By:  /s/ Daniel J. Sescleifer                                                
Daniel J. Sescleifer
Executive Vice President and Chief Financial Officer

Dated: July 31, 2013






EXHIBIT INDEX

Exhibit No.        Description

99.1
Press Release, dated July 31, 2013, Results Of Operations And Financial Condition

99.2
Press Release, dated July 31, 2013, Energizer Holdings, Inc. declares dividend for fourth quarter of fiscal 2013