(a) Financial Statements of Assets Acquired

The HHI Group audited combined financial statements for the nine months ended September 29, 2012 and the fiscal years ended December 31, 2011 and January 1, 2011 attached hereto as Exhibit 99.1, which is incorporated in its entirety herein by reference.

(b) Pro Forma Financial Information

The unaudited pro forma condensed combined financial statements of Spectrum Brands Holdings, Inc. giving effect to its acquisition are attached hereto as Exhibit 99.2, which is incorporated in its entirety herein by reference.

(c) Not applicable.

(d) Exhibits.

The following exhibits are being filed with this Current Report on Form 8-K.

  Exhibit No.   Description
     23.1       Consent of Ernst & Young LLP
     99.1       HHI audited financial statements for the the
                nine months ended September 29, 2012 and
                fiscal years ended December 31, 2011 and
                January 1, 2011
                Unaudited pro forma condensed combined
     99.2       financial statements