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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
Prestige Brands Holdings Inc
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(Name of Issuer)
Common Stock, Par USD .01
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(Title of Class of Securities)
74112D101
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(CUSIP Number)
August 1, 2005
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
[X] Rule 13d-1(b)
[_] Rule 13d-1(c)
[_] Rule 13d-1(d)
Page 1 of 8 pages
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CUSIP No. 74112D101 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Bank of New York Co., Inc
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
Delaware
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,009,135
Owned by
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Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,009,135
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,009,135
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
6.01%
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12. Type of Reporting Person
CO
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Page 2 of 8 pages
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CUSIP No. 74112D101 13G
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1. Name of Reporting Person
I.R.S. Identification No. of above Person
The Bank of New York
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2. Check the Appropriate Box if a Member of a Group
(a) [_]
(b) [_]
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3. SEC Use Only
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4. Citizenship or Place of Organization
New York
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5. Sole Voting Power
Number of 0
Shares ----------------------------------------------------------
6. Shared Voting Power
Beneficially
3,009,135
Owned by
----------------------------------------------------------
Each 7. Sole Dispositive Power
Reporting 0
Person ----------------------------------------------------------
8. Shared Dispositive Power
With:
3,009,135
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9. Aggregate Amount Beneficially Owned by Each Reporting Person
3,009,135
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10. Check if the Aggregate Amount in Row (9) Excludes Certain Shares
[_]
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11. Percent of Class Represented by Amount in Row (9)
6.01%
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12. Type of Reporting Person
BK
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Page 3 of 8 pages
Item 1(a). Name of Issuer:
Prestige Brands Holdings Inc
Item 1(b). Address of Issuer's Principal Executive Offices:
90 North Broadway
Irvington, NY 10533
Item 2(a). Name of Persons Filing:
The Bank of New York Co., Inc
The Bank of New York
Item 2(b). Address of Principal Business Office or, if none, Residence:
One Wall Street
New York, NY 10004
Item 2(c). Citizenship:
The Bank of New York Co., Inc - Delaware
The Bank of New York - New York
Item 2(d). Title of Class of Securities:
Common Stock, no par value
Item 2(e). CUSIP Number:
74112D101
Item 3. If this statement is filed pursuant to Rules 13d-1(b) or
13d-2(b) or (c), check whether the person filing is a :
(a).[_] Broker or dealer registered under Section 15 of the Act
(15 U.S.C. 78o).
(b).[X] Bank as defined in Section 3(a)(6) of the Act
(15 U.S.C. 78c).
(c).[_] Insurance company as defined in Section 3(a)(19) of the Act
(15 U.S.C. 78c).
(d).[_] Investment company registered under Section 8 of the
Investment Company Act of 1940 (15 U.S.C. 80a-8).
(e).[_] An investment adviser in accordance with
Rule 13d-1(b)(1)(ii)(E);
(f).[_] An employee benefit plan or endowment fund in accordance
with Rule 13d-1(b)(1)(ii)(F);
(g).[X] A parent holding company or control person in accordance
with Rule 13d-1(b)(1)(ii)(G);
(h).[_] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act (12 U.S.C. 1813);
(i).[_] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of the
Investment Company Act of 1940 (15 U.S.C. 80a-3);
(j).[_] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
Page 4 of 8 pages
Item 4. Ownership. *
(a). Amount beneficially owned: 3,009,135
(b). Percent of Class: 0
(c). Number of shares as to which such person has:
(i). Sole power to vote or to direct the vote: 0
(ii). Shared power to vote or to direct the vote:
3,009,135
(iii). Sole power to dispose or to direct the disposition
of: 0
(iv). Shared power to dispose or to direct the disposition
of: 3,009,135
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Item 10. Certification.
By signing below I certify that, to the best of my knowledge
and belief, the securities referred to above were acquired
and are held in the ordinary course of business and were not
acquired and are not held for the purpose of or with the
effect of changing or influencing the control of the issuer
of the securities and were not acquired and are not held in
connection with or as a participant in any transaction having
that purpose or effect.
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Page 5 of 8 pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth in
this statement is true, complete and correct.
Date: February 14, 2006
The Bank of New York Co., Inc
By:
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Name: Steven Pisarkiewicz
Attorney-in-fact
The Bank of New York
By:
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Name: Steven Pisarkiewicz
Title: Executive Vice President
Page 6 of 8 pages
Exhibit A
Exhibit A
JOINT FILING AGREEMENT
In accordance with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree to the joint filing on behalf of each
of them of a statement on Schedule 13G (including amendments thereto) with
respect to the Common Stock, no par value, of Prestige Brands Holdings Inc and
that this Agreement be included as an Exhibit to such joint filing. This
Agreement may be executed in any number of counterparts all of which taken
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the undersigned hereby execute this Agreement this 14th day
of February, 2006.
Dated: February 14, 2006 The Bank of New York Company, Inc.
By: /s/ Steven Pisarkiewicz
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Steven Pisarkiewicz
Attorney-in-Fact
The Bank of New York
Dated: February 14, 2006 By: /s/ Steven Pisarkiewicz
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Steven Pisarkiewicz
Executive Vice President
Page 7 of 8 pages
Exhibit B
Power of Attorney
KNOW ALL PERSONS BY THESE PRESENTS that The Bank of New York Company, Inc.
(the Company) does hereby make, constitute and appoint each of Leslie
Godridge, Steven Pisarkiewicz, and Kevin Bannon (and any other employee of
The Bank of New York or one of its affiliates designated in writing by one
of the attorneys-in-fact), acting individually, its true and lawful attorney,
to execute and deliver in its name and on its behalf, whether the Company is
acting individually or as representative of others, any and all filings
required to be made by the Company under the Securities Exchange Act of 1934,
as amended (the Act), with respect to securities which may be deemed to be
beneficially owned by the Company under the Act, giving and granting unto each
said attorney-in-fact power and authority to act in the premises as fully and
to all intents and purposes as the Company might or could do if personally
present by one of its authorized signatories, hereby ratifying and confirming
all that said attorney-in-fact shall lawfully do or cause to be done by virtue
hereof.
THIS POWER OF ATTORNEY shall remain in full force and effect until either
revoked in writing by the undersigned or until such time as the person or
persons to whom power of attorney has been hereby granted cease(s) to be
an employee of The Bank of New York or one of its affiliates.
IN WITNESS WHEREOF, the undersigned has duly subscribed these presents as of
December 5, 2005.
The Bank of New York Company, Inc.
By:/s/ John M. Liftin
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Name: John M. Liftin
Title: Vice Chairman, General Counsel, and Secretary
Page 8 of 8 pages