-----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, O8GAjgKdBzOURwM+Qdgd7jhQnL4OdMF1214blGKTZ7SHQa/zXt0E2dTw4w1gFE2N M6iYc3T6LDNGNgQkrWlnsw== 0001029869-97-001254.txt : 19971103 0001029869-97-001254.hdr.sgml : 19971103 ACCESSION NUMBER: 0001029869-97-001254 CONFORMED SUBMISSION TYPE: 11-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19961231 FILED AS OF DATE: 19971031 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: RAYOVAC CORP CENTRAL INDEX KEY: 0001028985 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS ELECTRICAL MACHINERY, EQUIPMENT & SUPPLIES [3690] IRS NUMBER: 222423556 STATE OF INCORPORATION: WI FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: 11-K SEC ACT: SEC FILE NUMBER: 333-17895 FILM NUMBER: 97705168 BUSINESS ADDRESS: STREET 1: 601 RAYOVAC DR CITY: MADISON STATE: WI ZIP: 53711-2497 BUSINESS PHONE: 6082753340 MAIL ADDRESS: STREET 1: 601 RAYOVAC DRIVE CITY: MADISON STATE: WI ZIP: 53711-2497 11-K 1 RAYOVAC FORM 11-K SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ------------------ FORM 11-K ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 (Mark One): |X| ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996]. For the fiscal year ended December 31, 1996 OR | | TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 [NO FEE REQUIRED]. For the transition period from to Commission file number 333-17895 A. Full title of the plan and the address of the plan, if different from that of the issuer named below: Rayovac Profit Sharing and Savings Plan B. Name of issuer of the securities held pursuant to the plan and the address of its principal executive office: Rayovac Corporation 601 Rayovac Drive Madison, Wisconsin 53711-2497 REQUIRED INFORMATION RAYOVAC PROFIT SHARING AND SAVINGS PLAN REPORT ON AUDITS OF FINANCIAL STATEMENTS AND SUPPLEMENTAL SCHEDULES AS OF DECEMBER 31, 1996 AND 1995 AND FOR THE YEAR ENDED DECEMBER 31, 1996 Rayovac Profit Sharing and Savings Plan Contents Pages Report of Independent Accountants 2 Financial Statements: Statements of Net Assets Available for Plan Benefits, December 31, 1996 and 1995 3 Statement of Changes in Net Assets Available for Plan Benefits, for the year ended December 31, 1996 4 Notes to Financial Statements 5-10 Supplemental Schedules: Schedule I - Line 27a - Schedule of Assets Held for Investment Purposes, at December 31, 1996 11 Schedule II - Line 27d - Schedule of Reportable Transactions, for the year ended December 31, 1996 12 Report of Independent Accountants To the Participants and Administrator of the Rayovac Profit Sharing and Savings Plan We have audited the financial statements of the Rayovac Profit Sharing and Savings Plan as listed on the accompanying index. These financial statements are the responsibility of the Plan Administrator. Our responsibility is to express an opinion on these financial statements based on our audits. We conducted our audits in accordance with generally accepted auditing standards. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the net assets available for plan benefits as of December 31, 1996 and 1995, and the changes in net assets available for plan benefits for the year ended December 31, 1996 in conformity with generally accepted accounting principles. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. The supplemental schedules as listed on the accompanying index are presented for the purpose of additional analysis and are not a required part of the basic financial statements but are supplementary information required by the Department of Labor's Rules and Regulations for Reporting and Disclosure under Employee Retirement Income Security Act of 1974. The supplemental schedules have been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion, are fairly stated in all material respects, in relation to the basic financial statements taken as a whole. /s/Coopers & Lybrand L.L.P. Milwaukee, Wisconsin October 14, 1997 2 Rayovac Profit Sharing and Savings Plan Statements of Net Assets Available for Plan Benefits December 31, 1996 and 1995 1996 1995 ----------- ----------- Assets: Fixed investment account: Insurance contracts $ 9,644,221 $ 5,037,098 Bank investment contract 2,434,824 17,884,161 ----------- ----------- 12,079,045 22,921,259 Debt investment account: Bank sponsored common trust fund 1,902,191 -- Interest receivable 9,198 -- Cash and cash equivalents 5,597 -- ----------- ----------- 1,916,986 -- Debt indexed fund account: Mutual fund 1,715,240 -- Interest receivable 9,777 -- ----------- ----------- 1,725,017 -- Equity investment account: Mutual fund 23,918,472 -- Bank sponsored common trust fund -- 14,149,655 Cash and cash equivalents -- 33,649 ----------- ----------- 23,918,472 14,183,304 Equity indexed fund account: Mutual fund 8,246,703 4,913,696 ----------- ----------- Net assets available for plan benefits $47,886,223 $42,018,259 =========== =========== The accompanying notes are an integral part of these financial statements. 3 Rayovac Profit Sharing and Savings Plan Statement of Changes in Net Assets Available for Plan Benefits for the year ended December 31, 1996 Additions: Contributions: Employee $ 2,739,986 Employer 681,329 Investment income: Interest 1,139,751 Dividends 1,379,913 Net appreciation in fair value of: Debt indexed fund account 19,805 Equity investment account: Mutual fund 1,143,391 Bank sponsored common trust fund 1,190,850 Equity indexed fund account 1,199,984 ----------- Total additions 9,495,009 Deductions: Participant withdrawals 3,613,699 Administrative expenses 13,346 ----------- Total deductions 3,627,045 ----------- Net increase 5,867,964 Net assets available for plan benefits: Beginning of year 42,018,259 ----------- End of year $47,886,223 =========== The accompanying notes are an integral part of these financial statements. 4 Rayovac Profit Sharing and Savings Plan Notes to Financial Statements 1. Description of the Plan: a. General: The Rayovac Profit Sharing and Savings Plan (the Plan) is a defined contribution plan covering all salaried and select hourly employees of Rayovac Corporation (the Company). The Company adopted the Plan effective July 1, 1983. The purpose of the Plan is to provide supplemental support for participants upon their retirement. It is subject to the provisions of the Employee Retirement Income Security Act of 1974 (ERISA). b. Contributions: Active participants may make contributions to the Plan in a whole percentage of not more than 15% of their pretax annual compensation, as defined in the Plan. Participant contributions are limited to $9,500 (adjusted annually). The Company makes semi-monthly contributions equal to 1% of the participant's compensation, as defined in the Plan. Additional amounts may be contributed at the option of the Company's board of directors. Annual contributions to the participant's account are generally limited to the lesser of $30,000 or 25% of the participant's compensation for the Plan year. c. Participant Accounts: Each participant's account is credited with the participant's contribution and an allocation of (a) the Company's contribution, (b) Plan earnings, and (c) charged with an allocation of administrative expenses. Allocations are based on participant's compensation or account balances, as defined. d. Vesting: A participant is fully vested in his or her account at all times. e. Investment Options: Upon enrollment in the Plan, a participant may direct participant contributions in any of the following investment options. All investments are maintained by Marshall and Ilsley Trust Company (M&I). Fixed Investment Account - Funds are invested in insurance contracts, and bank investment contracts, which yield a fixed rate of return (currently at rates from 6.12% to 8.05%), and are invested with Principal Mutual Life Insurance Company, Continental Assurance Company, Allstate Life Insurance Company and New York Life Insurance Company (the Insurance Companies), and LaSalle National Bank. Debt Investment Account - Funds are invested in a segregated account of debt investments and money market funds which are maintained by M&I. Debt Indexed Fund - Funds are invested in the Vanguard Bond Index mutual fund. Equity Investment Account - Funds are invested in the AIM Equity Constellation Fund, the Neuberger and Berman Guardian Equity Trust, the Templeton Foreign Equity Fund and the Fidelity Puritan Balanced Equity Fund. Equity Indexed Fund Account - Funds are invested in the Vanguard Index Trust-500 Portfolio mutual fund. 5 Rayovac Profit Sharing and Savings Plan Notes to Financial Statements, Continued 1. Description of the Plan, Continued: f. Payment of Benefits: On termination of service due to death, retirement or other reasons, the participant will receive an amount equal to the value of his or her vested account balance in a lump sum amount. Participants may be eligible for a hardship withdrawal from their pretax participant account under certain circumstances and with the Plan Administrator's approval. 2. Summary of Significant Accounting Policies: The financial statements of the Plan are prepared on an accrual basis in accordance with the following accounting policies: a. Investment Valuation and Income: Investments in money market funds are carried at cost, which approximates market. Investments in the bank sponsored common trust fund are carried at values established by the bank, which approximate fair market value. Investments in the fixed investment account are stated at contract value (Note 2b). Investments in mutual funds are carried at fair market value. Purchases and sales of securities are reflected on a trade-date basis. The Plan's investments are exposed to various risks, such as interest rate, market and credit risks. Due to the level of risk associated with certain investments and the level of uncertainty related to changes in the values of investments, it is at least reasonably possible that changes in risks in the near term would materially affect participants' account balances and the amounts reported in the statements of net assets available for plan benefits and the statements of changes in net assets available for plan benefits. b. Investments in the Fixed Investment Account: The fixed investment account consists of both insurance and bank contracts. These contracts are recorded at contract value. Contract value represents contributions received plus income earned, less Plan withdrawals and administrative fees. The average yield for the fixed investment account was 7.54% for the year ended December 31, 1996. The crediting interest rate for this account was 7.10% and 7.54% at December 31, 1996 and December 31, 1995, respectively. c. Net Appreciation in Fair Value of Assets: The Plan presents in the statement of changes in net assets available for plan benefits the net appreciation in the fair value of its investments which consists of the realized gains or losses and the unrealized appreciation on those investments. d. Contributions: Employer and employee contributions are recognized when made. 6 Rayovac Profit Sharing and Savings Plan Notes to Financial Statements, Continued 2. Summary of Significant Accounting Policies, Continued: e. Administrative Expenses: Expenses incurred in the administration of the Plan are paid both by the Plan and by the Company. Administrative expenses for 1996 totaled $148,401. The Company incurred fees were $135,055. The Plan incurred fees were $13,346, which consisted of investment management fees. f. Estimates: The preparation of the financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. 7 Rayovac Profit Sharing and Savings Plan Notes to Financial Statements, Continued 3. Investment Fund Activity: Participants direct which investment vehicle will receive their contributions. The following tables summarize the activity of the Plan's funds for the year ended December 31, 1996:
FIXED INVESTMENT ACCOUNT ----------------------------------------------------------------------------------------- New York Life Lasalle National Principal Mutual New York Life Lasalle National Insurance Co. Bank #311-0044685 Life Insurance Co. Insurance Co. Bank #311-0045278 #6137 Fund Fund Fund #6610 Fund Fund ------------ ------------ ------------ ------------ -------------- Contributions $ -- $ -- $ -- $ -- $ -- Investment income 38,770 35,608 83,587 105,417 170,635 Transfers between accounts (1,818,505) (969,085) (880,653) (704,638) (1,598,898) Participant withdrawals (41,525) (50,303) (80,671) (109,180) (189,373) Administrative fees -- -- (298) (480) (858) ------------ ------------ ------------ ------------ -------------- Net increase (decrease) (1,821,260) (983,780) (878,035) (708,881) (1,618,494) Net assets available for plan benefits: Beginning of year 1,821,260 983,780 1,713,441 2,097,935 4,053,318** ------------ ------------ ------------ ------------ -------------- End of year $ -- $ -- $ 835,406 $ 1,389,054 $ 2,434,824** ============ ============ ============ ============ ============== New York Life Allstate Life Continental TOTAL Insurance Co. Insurance Co. Assurance Co. FIXED #6918 Fund Fund Fund INVESTMENTS ------------ ------------ ------------ ------------ Contributions $ -- $ -- $ 295,890 $ 295,890 Investment income 148,216 184,879 290,327 1,057,439 Transfers between accounts (1,485,959) (1,111,116) (2,452,175) (11,021,029) Participant withdrawals (161,384) (290,833) (242,666) (1,165,935) Administrative fees (4,964) (850) (1,129) (8,579) ------------ ------------ ------------ ------------ Net increase (decrease) (1,504,091) (1,217,920) (2,109,753) (10,842,214) Net assets available for plan benefits: Beginning of year 3,369,168** 3,556,842** 5,325,515** 22,921,259 ------------ ------------ ------------ ------------ End of year $ 1,865,077 $ 2,338,922 $ 3,215,762** $ 12,079,045 ============ ============ ============ ============
** Investments exceeding 5% of net assets as of December 31, 1996 and 1995. 8 Rayovac Profit Sharing and Savings Plan Notes to Financial Statements, Continued 3. Investment Fund Activity, Continued: The following tables summarize the activity of the Plan's funds for the year ended December 31, 1996:
DEBT DEBT INDEXED INVESTMENT FUND EQUITY INDEXED ACCOUNT ACCOUNT ACCOUNT ----------- ----------- ----------- Stable Vanguard Vanguard Principal Bond Index Index Trust-500 Fund Fund Portfolio ----------- ----------- ----------- Contributions $ 196,532 $ 121,553 $ 662,890 Investment income 73,168 94,897 165,798 Net appreciation in fair value of investments -- 19,805 1,199,984 Transfers between accounts 1,860,837 2,113,666 1,594,619 Participant withdrawals (210,501) (623,448) (302,539) Administrative fees (3,050) (1,456) 12,255 ----------- ----------- ----------- Net increase 1,916,986 1,725,017 3,333,007 Net assets available for plan benefits: Beginning of year -- -- 4,913,696** ----------- ----------- ----------- End of year $ 1,916,986 $ 1,725,017 $ 8,246,703** =========== =========== ===========
EQUITY INVESTMENT ACCOUNT --------------------------------------------------------------------- AIM Equity Neuberger Templeton Fidelity Constellation Berman Foreign Puritan Fund Fund Fund Fund ------------ ------------ ------------ ------------ Contributions $ 835,734 $ 344,180 $ 178,274 $ 472,726 Investment income 463,054 78,232 94,411 482,981 Net appreciation in fair value of investments 672,560 400,409 152,838 (82,416) Transfers between accounts 11,941,967 3,287,240 2,043,213 3,691,518 Participant withdrawals (734,237) (95,911) (50,885) (244,900) Administrative fees (6,694) (2,037) (1,347) (2,438) ------------ ------------ ------------ ------------ Net increase (decrease) 13,172,384 4,012,113 2,416,504 4,317,471 Net assets available for plan benefits: Beginning of year -- -- -- -- ------------ ------------ ------------ ------------ End of year $ 13,172,384** $ 4,012,113** $ 2,416,504** $ 4,317,471** ============ ============ ============ ============ Total Firstar Equity TOTAL Fund Investments FUNDS ------------ ------------ ------------ Contributions $ 313,536 $ 2,144,450 $ 3,421,315 Investment income 9,684 1,128,362 2,519,664 Net appreciation in fair value of investments 1,190,850 2,334,241 3,554,030 Transfers between accounts (15,512,031) 5,451,907 -- Participant withdrawals (185,343) (1,311,276) (3,613,699) Administrative fees -- (12,516) (13,346) ------------ ------------ ------------ Net increase (decrease) (14,183,304) 9,735,168 5,867,964 Net assets available for plan benefits: Beginning of year 14,183,304** 14,183,304 42,018,259 ------------ ------------ ------------ End of year $ -- $ 23,918,472 $ 47,886,223 ============ ============ ============
** Investments exceeding 5% of net assets as of December 31, 1996 and 1995. 9 Rayovac Profit Sharing and Savings Plan Notes to Financial Statements, Continued 4. Tax Status of the Plan: The Plan obtained its latest determination letter dated July 1, 1996, in which the Internal Revenue Service stated that the Plan is in compliance with the applicable requirements of the Internal Revenue Code. The Plan has been amended since receiving the determination letter. However, the plan administrator and the Plan's tax counsel believe that the Plan is currently designed and being operated in compliance with the applicable requirements of the Internal Revenue Code. Therefore, no provision for income taxes has been included in the Plan's financial statements. 5. Party-in-Interest Transactions: All transactions involving the investments administered by the trustee are considered party-in-interest transactions. These transactions are not, however, considered prohibited transactions under Section 408(b) of the ERISA regulations. 6. Plan Termination: Although it has not expressed any intent to do so, the Company has the right under the Plan to discontinue its contributions at any time and to terminate the Plan subject to the provisions of ERISA. 10 Rayovac Profit Sharing and Savings Plan Form 5500, Item 27(a) - Schedule of Assets Held for Investment Purposes December 31, 1996
Column B Identity of Issuer, Column E Borrower, Lessor Column C Column D Current Column A or Similar Party Description of Investment Cost Value - -------- ----------------------- ---------------------------------- ----------- ----------- 1 Principal Mutual Life Group Annuity Contract 4-03111-01, Insurance Company interest credited at 8.05% (gross), contract matures March 30, 1997 $ 835,406 $ 835,406 2 New York Life Insurance Group Annuity Contract GAO-6610, Company interest credited at 7.35% (gross), contract matures June 30, 1997 1,389,054 1,389,054 3 LaSalle National Bank Bank Investment Contract Account 311-0045278, interest credited at 6.12% (gross), contract matures March 31, 1998 2,434,824 2,434,824 4 The Vanguard Group, Inc. 119,241 shares, Vanguard Index Trust-500 Portfolio 7,550,863 8,246,703 5 New York Life Insurance Group Annuity Contract GAO-6918, Company interest credited at 6.55% (net), contract matures March 31, 1999 1,865,077 1,865,077 6 Allstate Life Insurance Group Annuity Contract GA-5621, Company interest credited at 6.95% (net), contract matures June 30, 1999 2,338,922 2,338,922 7 Continental Assurance Group Annuity Contract GP 13102, Company interest credited at 7.60% (net), contract matures March 31, 2000 3,215,762 3,215,762 8 The Vanguard Group, Inc. 174,313 shares, Vanguard Bond Index Fund 1,699,904 1,725,017 9* Marshall and Ilsley 1,911,389 shares, Marshall and Ilsley Stable Principal Fund, $1 net asset value 1,911,389 1,911,389 10* Marshall and Ilsley 5,172 shares, Marshall Money Market Fund, $1 net asset value 5,172 5,172 11* Marshall and Ilsley Non-interest bearing cash 425 425 12 AIM 521,472 shares, AIM Equity Constellation Fund 13,026,438 13,172,384 13 Fidelity Investments 250,433 shares, Fidelity Puritan Balanced Equity Fund 4,375,121 4,317,471 14 Neuberger and 252,811 shares, Neuberger and Berman Funds Berman Guardian Equity Trust 3,641,721 4,012,113 15 Franklin Templeton 233,253 shares, Templeton Foreign Equity Fund 2,336,190 2,416,504 ----------- ----------- $46,626,268 $47,886,223 =========== ===========
*Party-in-interest transactions (see Note 5 to the financial statements). See Report of Independent Accountants. 11 Rayovac Profit Sharing and Savings Plan Form 5500, Item 27(d) - Schedule of Reportable Transactions for the year ended December 31, 1996
Column A Column C Column D Column G Column I Identity of Column B Purchase Selling Cost of Net Party Involved Description of Asset Price Price Asset Gain (loss) - ------------------ --------------------- --------------- ----------- ----------- ----------- Firstar Bank Special Equity Fund B Madison, N.A. Employee Benefit Investment Fund $ 228,579 (9) $15,444,008 $ 7,892,050 $7,551,958 Continental Group Annuity Contract Assurance GP 13102 766,984 (10) 2,831,272 2,831,272 -- Company The Vanguard Vanguard Index Group, Inc. Trust-500 Portfolio 2,806,090(104) 692,454 667,187 25,267 The Vanguard Vanguard Bond Index Group, Inc. Fund 2,633,235 (87) 937,800 930,762 7,038 Marshall and Stable Principal Ilsley* Fund 3,247,982 (90) 1,345,792 1,345,792 -- Marshall and Marshall Money Ilsley* Market Fund 28,299,251(177) 28,294,079 28,294,079 -- AIM AIM Equity Constellation Fund 14,508,464(111) 2,008,637 2,015,271 (6,634) Neuberger and Neuberger and Berman Berman Funds Guardian Equity Fund 3,553,846 (16) 3,567,794 3,553,846 13,948 Neuberger and Neuberger and Berman Berman Funds Guardian Equity Trust 3,984,366 (79) 351,286 330,266 21,020 Franklin Templeton Foreign Templeton Equity Fund 2,649,591 (92) 385,930 392,344 (6,414) Fidelity Fidelity Puritan Investments Balanced Equity Fund 4,959,666 (94) 559,778 571,000 (11,222)
NOTES: (A) Figures in parentheses indicate number of individual transactions in total series. (B) Column E, Lease Rental, is omitted as it is not applicable. (C) Column F, Expense Incurred With Transactions is omitted as the selling price is reported net of commission or other expense, if any. (D) Column H, Current Value of Asset on Transaction Date is omitted as there are no deviations of purchase price and selling price from the current value at the transaction date. (E) A single transaction is reported as part of a series of transactions, whenever applicable. *Party-in-interest transactions (see Note 5 to the financial statements). See Report of Independent Accountants. 12 SIGNATURES The Plan. Pursuant to the requirements of the Securities Exchange Act of 1934, the trustees (or other persons who administer the employee benefit plan) have duly caused this annual report to be signed on its behalf by the undersigned hereunto duly authorized. RAYOVAC PROFIT SHARING AND SAVINGS PLAN By: RAYOVAC CORPORATION, Plan Administrator Date: October 31, 1997 By:/s/ Russell E. Lefevre ---------------------- Russell E. Lefevre Vice President, Human Resources CONSENT OF INDEPENDENT AUDITORS ACCOUNTANTS We consent to the inclusion in this Annual Report on Form 11-K of Rayovac Corporation of our report dated October 14, 1997, on our audits of the financial statements and supplemental schedules of the Rayovac Profit Sharing and Savings Plan as of December 31, 1996 and 1995 and for the year ended December 31, 1996. /s/ Coopers & Lybrand L.L.P. Milwaukee, Wisconsin October 30, 1997 -----END PRIVACY-ENHANCED MESSAGE-----