Sec Form 4 Filing - MANNIX PATRICK C @ ENERGIZER HOLDINGS INC - 2004-03-31

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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
MANNIX PATRICK C
2. Issuer Name and Ticker or Trading Symbol
ENERGIZER HOLDINGS INC [ ENR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
PRESIDENT
(Last) (First) (Middle)
ENERGIZER HOLDINGS, INC., 533 MARYVILLE UNIVERSITY DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
03/31/2004
(Street)
ST. LOUIS, MO63141
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Energizer Holdings, Inc. Common Stock ( 1 ) 93,186 D
Energizer Holdings, Inc. Common Stock 7,616 I By 401(k)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stk Units in Deferred Compensation Plan CM $ 0 03/31/2004 A 3,673 ( 2 ) ( 2 ) Energizer Holdings, Inc. Common Stock 3,673 $ 45.086 15,946 D
Phantom Stock Units in Deferred Compensation Plan $ 0 03/31/2004 A 14,692 ( 3 ) ( 3 ) Energizer Holdings, Inc. Common Stock 14,692 $ 45.086 134,076 D
Non-Qualified Stock Option 5/08/00 $ 17 05/08/2001 05/07/2010 Energizer Holdings, Inc. Common Stock 190,000 190,000 D
Phantom Stock Units in Executive Savings Investment Plan $ 0 ( 4 ) ( 3 ) Energizer Holdings, Inc. Common Stock 7,844 7,844 D
Restricted Stock Equivalents $ 0 ( 5 ) ( 5 ) Energizer Holdings, Inc. Common Stock 75,000 75,000 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MANNIX PATRICK C
ENERGIZER HOLDINGS, INC.
533 MARYVILLE UNIVERSITY DRIVE
ST. LOUIS, MO63141
PRESIDENT
Signatures
PATRICK C. MANNIX 04/02/2004
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Mr. Mannix Indirectly owns 7,612.749 shares of Energizer Holdings, Inc. in the Company's 401(k) Plan. He owns 10,955.322 units in the Energizer stock fund of the Energizer Holdings, Inc. Savings Investment Plan as of July 31, 2003. The number of shares allocated to a participant in that fund will vary based upon the cash position of the fund and changes in the market price of the common stock from time to time.
( 2 )Under the terms of the Revised Negotiated Employment Agreement and General Release between Reporting Person and Energizer Holdings, Inc., company matching units vest immediately. Reporting Person resigned as an officer of Energizer Holdings, Inc. effective March 31, 2004.
( 3 )Phantom stock units are payable in cash following termination of the Reporting Person's employment with Energizer Holdings, Inc.
( 4 )Not Applicable.
( 5 )Restricted stock equivalents will convert into shares of Energizer Common Stock three years from the date of grant unless Reporting Person elects to defer conversion until retirement or other termination, or unless deferral of conversion is mandated by Energizer Holdings, Inc. Equivalents subject to forfeiture if Reporting Person terminates employment within three years of grant.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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