Rayovac 2006 Annual Report Download - page 69

SPECTRUM BRANDS | 2006 ANNUAL REPORT 57
(3) Ameriprise Financial, Inc. has shared voting power with respect to 17,642 shares
and shares dispositive power with respect to 6,613,405 shares. Information is based
on a Schedule 13G fi led by Ameriprise Financial, Inc. with the SEC on February 14,
2006.
(4) Tremblant Capital Group has sole voting power and sole dispositive power over
these shares. Information is based on a Schedule 13G fi led by Tremblant Capital
Group with the SEC on February 14, 2006.
(5) Wachovia Corporation has sole voting power with respect to 3,688,848 shares, sole
dispositive power with respect to 3,730,353 shares and shares dispositive power
with respect to 1,540 shares. Information is based on a Schedule 13G fi led by
Wachovia Corporation with the SEC on February 13, 2006.
(6) Based on information set forth in a Schedule 13G that was fi led with the SEC on
November 21, 2006 on behalf of Adage Capital Partners, L.P., (“ACP”); Adage Capital
Partners GP, L.L.C., (“ACPGP”), as general partner of ACP with respect to the shares
of Common Stock directly owned by ACP; Adage Capital Advisors, L.L.C., (“ACA”), as
managing member of ACPGP and general partner of ACP, with respect to the shares
of Common Stock directly owned by ACP; Phillip Gross as managing member of ACA,
managing member of ACPGP and general partner of ACP with respect to the shares
of Common Stock directly owned by ACP; and Robert Atchinson, as managing mem-
ber of ACA, managing member of ACPGP and general partner of ACP with respect to
the shares of Common Stock directly owned by ACP (collectively the “Adage
Reporting Group”). The Adage Reporting Group benefi cially owns 2,985,800 shares
of Common Stock.
ACP has the power to dispose of and the power to vote the shares of Common
Stock benefi cially owned by it, which power may be exercised by its general partner,
ACPGP. ACA, as managing member of ACPGP, directs ACPGP’s operations. Neither
ACPGP nor ACA own directly any shares of Common Stock. By reason of the provi-
sions of Rule 13d-3 of the Securities Exchange Act of 1934 (the “Act”), ACPGP and
ACA may be deemed to own benefi cially the shares owned by ACP. Messrs. Atchinson
and Gross, as managing members of ACA, have shared power to vote the Common
Stock benefi cially owned by ACP. Neither Mr. Atchinson nor Mr. Gross directly own
any shares of Common Stock. By reason of the provisions of Rule 13d-3 of the Act,
each may be deemed to benefi cially own the shares benefi cially owned by ACP.
ACPGP, the general partner of ACP, has the power to direct the affairs of ACP, includ-
ing decisions respecting the disposition of the proceeds from the sale of the shares.
Messrs. Atchinson and Gross are the Managing Members of ACA, the managing
member of ACPGP, and in that capacity direct ACPGP’s operations.
(7) Includes 669,234 shares of restricted stock and 8,363 shares held in the Company’s
401(k) plan.
(8) Includes 207,975 shares of restricted stock and 982 shares held in the Company’s
401(k) plan.
(9) Includes 124,046 shares of restricted stock.
(10) Includes 147,835 shares of restricted stock and 5,311 shares held in the Company’s
401(k) plan.
(11) Includes 124,908 shares of restricted stock.
(12) Includes 9,600 shares of restricted stock.
(13) 5,127 shares are held directly by Mr. Brizius. As discussed in note (2) above,
Mr. Brizius may be deemed to share benefi cial ownership of 12,765,584 shares that
may be benefi cially owned by the THL Parties, which include the 5,127 shares held
by him directly. Except for shares held by him directly or to the extent of a pecuniary
interest therein, Mr. Brizius disclaims benefi cial ownership of the shares held by
each of the other persons and entities comprising the THL Parties.
(14) 30,764 shares are held directly by Mr. Schoen. As discussed in note (2) above,
Mr. Schoen may be deemed to share benefi cial ownership of 12,765,584 shares that
may be benefi cially owned by the THL Parties, which include the 30,764 shares held
by him directly. Except for shares held by him directly, Mr. Schoen disclaims benefi -
cial ownership of the shares held by each of the other persons and entities compris-
ing the THL Parties.
(15) 18,544 shares are held by Mr. Shepherd directly, of which 11,620 shares are
restricted stock. Also, as discussed in note (2) above, Mr. Shepherd may be deemed
to share benefi cial ownership of 12,765,584 shares that may be benefi cially owned
by the THL Parties, which include the 18,544 shares held by him directly and the
5,000 shares of Common Stock subject to options held by Mr. Shepherd that were
exercisable within 60 days of December 4, 2006. Except for shares held by him
directly (including the shares subject to the options referenced in the prior sen-
tence), Mr. Shepherd disclaims benefi cial ownership of the shares held by each of
the other persons and entities comprising the THL Parties.
(16) Includes 12,765,584 shares that may be deemed to be benefi cially owned by the
THL Parties for which Messrs. Brizius, Schoen and Shepherd disclaim benefi cial
ownership except to the extent directly owned by them (and, with respect to
Mr. Shepherd, the shares subject to the options listed in the table above) or with
respect to which they have a pecuniary interest therein, 1,657,076 shares of
restricted stock and 14,656 shares held in the Company’s 401(k) plan. This amount
includes 50,000 shares of restricted stock held by David R. Lumley who became
an executive offi cer of the Company in January, 2006.
(17) As noted above, benefi cial ownership of Mr. Shepherd’s 5,000 shares of Common
Stock subject to options that were exercisable within 60 days of December 4, 2006
can be attributed to the THL Parties and Messrs. Brizius, Schoen and Shepherd.
However, for purposes of this portion of the table, the 5,000 shares of Common Stock
subject to options are only counted once.
Equity Compensation Plan Information
The following table sets forth information regarding our
equity compensation plans as of September 30, 2006:
Number of remaining
securities available
Number of securities for future issuance
to be issued upon Weighted-average under equity
the exercise of exercise price of compensation plans
outstanding options, outstanding options, (excluding securities
Plan category warrants and rights warrants and rights reflected in column 1)
(a) (b) (c)
Equity compensation
plans approved by
security holders 1,910,667 $14.65 1,988,858(2)
Equity compensation
plans not approved Not
by security holders None Applicable None
Total 1,910,667 $14.65 1,988,858(2)
(1) Includes 1,557,163 shares of common stock available for future issuance under
the 2004 Rayovac Incentive Plan, 431,695 shares of common stock available for
future issuance under the 1997 Rayovac Incentive Plan. In addition to stock
options, awards under the 2004 Rayovac Incentive Plan and 1997 Rayovac
Incentive Plan may take the form of restricted stock and other stock-based
awards specifi ed in the 1997 Rayovac Incentive Plan. If such awards are granted,
they will reduce the number of shares available for issuance pursuant to future
stock option awards.
(2) This amount excludes an aggregate of 2,046,114 shares of restricted stock awards
outstanding as of September 30, 2006 for which the restrictions have not lapsed.
2006 Form 10-K Annual Report
Spectrum Brands, Inc.