Rayovac 2006 Annual Report Download - page 68

56 SPECTRUM BRANDS | 2006 ANNUAL REPORT
Number of
Name and Address Number Shares Subject
of Beneficial Owner of Shares to Options(1) Percent
THL Parties
c/o Thomas H. Lee Partners, LP
100 Federal Street, 35th Floor
Boston, MA 02110 12,760,584(2) 5,000(2) 24.33%
Ameriprise Financial Inc.
General Counsel’s Office
50591 Ameriprise Financial Center
Minneapolis, MN 55474 6,613,405(3) 0 12.60%
Tremblant Capital Group
712 Fifth Avenue
New York, NY 10019 4,402,809(4) 0 9.31%
Wachovia Corporation
One Wachovia Center
Charlotte, NC 28288-0317 3,753,051(5) 0 7.15%
Adage Capital Partners
200 Clarendon Street
52nd Floor
Boston, MA 02116 2,985,800(6) 0 5.69%
David A. Jones 912,289(7) 519,445 2.73%
Kent J. Hussey 353,909(8) 220,006 1.09%
John A. Heil 155,386(9) *
Kenneth V. Biller 240,605(10) 88,213 *
Rèmy E. Burel 171,937(11) 8,500 *
John D. Bowlin 21,129(12) 0 *
Charles A. Brizius 12,760,584(2)(13) 5,000(2) 24.33%
William P. Carmichael 17,129(12) 10,000 *
John S. Lupo 14,269(12) 10,000 *
Scott A. Schoen 12,760,584(2)(14) 5,000(2) 24.33%
Thomas R. Shepherd 18,544(15) 5,000(2) *
Barbara S. Thomas 12,129(12) 10,000 *
All directors and executive officers
of the Company as a group
(15 persons) 15,015,577(16) 1,096,611(17) 30.71%
* Indicates less than 1% of the total number of outstanding shares of our
Common Stock.
(1) Refl ects the number of shares issuable upon the exercise of options exercisable
within 60 days of December 4, 2006.
(2) Based in part on information set forth in a Schedule 13G that was fi led with the SEC
on February 17, 2005 (“Schedule 13G”).
The THL Parties may be deemed to benefi cially own 12,765,584 shares of
Common Stock pursuant to Securities Exchange Act Rule 13d-3 and 13d-5(b). The
aggregate number of shares benefi cially owned by the THL Parties is comprised of
(A) 10,593,305 shares directly held by Thomas H. Lee Equity Fund IV, L.P. (“Equity
Fund”), (B) 366,192 shares directly held by Thomas H. Lee Foreign Fund IV, L.P.
(“Foreign Fund”), (C) 1,031,186 shares directly held by Thomas H. Lee Foreign Fund
IV-B, L.P. (“Foreign Fund B”), (D) 2,785 shares directly held by Thomas H. Lee
Investors Limited Partnership (“THL Investors”), (E) 68,881 shares directly held by
Thomas H. Lee Charitable Investment L.P. (“Charitable Investment”), (F) 6,006
shares directly held by THL Equity Advisors IV, LLC and (G) 670,266 shares directly
held by (i) the following managing directors of Thomas H. Lee Advisors, LLC: David V.
Harkins; Scott A. Schoen; Scott M. Sperling; Anthony J. DiNovi; Thomas M. Hagerty;
Seth W. Lawry; Kent R. Weldon; Todd M. Abbrecht; Charles A. Brizius; Scott Jaeckel;
and Soren Oberg, and (ii) the following other parties that are not affi liates of Thomas
H. Lee Partners, L.P., but who acquired his/her shares of Common Stock as part of a
coinvestment with the other THL Parties: the 1997 Thomas H. Lee Nominee Trust; the
1995 Harkins Gift Trust; the Smith Family Limited Partnership; the Robert Schiff Lee
1988 Irrevocable Trust; Stephen Zachary Lee; Charles W. Robins as Custodian for
Jesse Lee; C. Hunter Boll; Warren C. Smith, Jr.; Terence M. Mullen; Thomas R.
Shepherd; Wendy L. Masler; Andrew D. Flaster; Charles W. Robins and James Westra
((i) and (ii) are together referred to herein as the “Related Holders”) (the Equity Fund,
Foreign Fund, Foreign Fund B, THL Investors, Charitable Investment and the Related
Holders are collectively referred to herein as the “THL Parties”). The aggregate num-
ber of benefi cially owned shares may also be deemed to include 5,000 shares sub-
ject to options held by Mr. Shepherd that were exercisable within 60 days of
December 4, 2006.
Except to the extent of a pecuniary interest therein, each of the persons and enti-
ties comprising the THL Parties expressly disclaims benefi cial ownership of the
shares held by each of the other persons and entities comprising the THL Parties,
except: (a) THL Equity Advisors IV LLC does not disclaim benefi cial ownership of
shares held by Equity Fund, Foreign Fund or Foreign Fund B; (b) Management Corp.
(as defi ned below) does not disclaim benefi cial ownership of shares held by THL
Investors; and (c) Thomas H. Lee, an individual U.S. citizen, does not disclaim benefi -
cial ownership of shares held by the 1997 Thomas H. Lee Nominee Trust.
The THL Parties by virtue of certain relationships, may constitute a “group” within
the meaning of Rule 13d-5(b) under the Securities Exchange Act of 1934, as
amended. As a member of a group, each person and entity of the group may be
deemed to benefi cially own the shares of Common Stock benefi cially owned by the
entire group.
Thomas H. Lee Advisors, LLC, is the general partner of Thomas H. Lee Partners,
L.P., which is, in turn, the sole member of THL Equity Advisors IV, LLC, which is the
general partner of each of Equity Fund, Foreign Fund and Foreign Fund B. THL Equity
Advisors IV, LLC, as sole general partner of Equity Fund, Foreign Fund and Foreign
Fund B (collectively, the “Advisors Funds”), may be deemed to share voting and dis-
positive power with respect to 11,990,683 shares benefi cially owned by the Advisors
Funds. The managing directors of Thomas H. Lee Advisors, LLC also own member-
ship interests in Thomas H. Lee Advisors, LLC. The managing directors of Thomas H.
Lee Advisors, LLC share voting and investment control over securities held by the
Advisors Funds and may be deemed to share benefi cial ownership with respect to
the 11,990,683 shares held by the Advisors Funds.
THL Investment Management Corp. (“Management Corp.”) is the sole general part-
ner of THL Investors. Seth W. Lawry, Kent R. Weldon, David V. Harkins, Scott A. Schoen,
Scott M. Sperling, Anthony J. DiNovi and Thomas M. Hagerty are offi cers of Management
Corp. The offi cers of Management Corp. exercise voting and investment control over
the shares of Company stock held by THL Investors and may be deemed to benefi cially
own the shares of Company stock held by THL Investors.
Each of the Related Holders has obtained benefi cial ownership of less than 1% of
the outstanding shares. Each of the Related Holders has sole voting and sole dis-
positive power with respect to such shares benefi cially owned by it, except for the
1997 Thomas H. Lee Nominee Trust, the 1995 Harkins Gift Trust, the Smith Family
Limited Partnership, the Robert Schiff Lee 1988 Irrevocable Trust and Charles W.
Robins as Custodian for Jesse Lee.
Thomas H. Lee, an individual, may be deemed to share voting and dispositive
power with respect to the shares benefi cially held by the 1997 Thomas H. Lee
Nominee Trust. Mr. Lee does not disclaim benefi cial ownership of such shares.
David V. Harkins may be deemed to share voting and dispositive power over
shares held by The 1995 Harkins Gift Trust. Charles W. Robins may be deemed to
share voting and dispositive power over shares held by him as Custodian for Jesse
Lee and shares held by the Robert Schiff Lee 1988 Irrevocable Trust. Warren C.
Smith, Jr. may be deemed to share voting and dispositive power over shares held by
the Smith Family Limited Partnership. Except to the extent of his pecuniary interest
therein, Mr. Harkins, Mr. Robins, Mr. Smith and Mr. Lee each, respectively, disclaims
benefi cial ownership of such shares. Thomas H. Lee, an individual, may be deemed
to share voting and dispositive power over shares held by Charitable Investment.
This amount also refl ects a grant of 13,666 shares of restricted stock to Thomas
H. Lee Advisors, LLC reported on a Form 4s fi led with the SEC on October 18, 2006.
These shares are presently held by THL Equity Advisors IV, LLC. THL Equity Advisors
IV, LLC is the direct owner of these additional shares and a member of the THL
Parties reporting group. As such, each member of the group may be deemed to ben-
efi cially own these shares of Common Stock.
This amount also refl ects grants of 3,646 and 8,297 shares of restricted stock
granted to Mr. Shepherd as reported on Form 4s fi led with the SEC on October 5,
2005 and October 18, 2006, respectively. Mr. Shepherd is the direct owner of these
additional shares and a member the THL Parties reporting group. As such, each
member of the group may be deemed to benefi cially own these additional shares of
Common Stock.
2006 Form 10-K Annual Report
Spectrum Brands, Inc.