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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-K
FOR ANNUAL AND TRANSITION REPORTS
PURSUANT TO SECTIONS 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
(X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Fiscal Year Ended December 28, 1996
or
( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
For the Transition Period from _______ to _______.
Commission File No. 33-25485-01
PLAYTEX PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 51-0312772
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
300 Nyala Farms Road 06880
Westport, Connecticut (Zip Code)
(Address of principal executive offices)
Registrant's telephone number, including area code (203) 341-4000
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered
------------------- -------------------
Common Stock, par value $.01 per share New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
FORM 10-K
(Facing Sheet Continuation)
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days.
Yes |X| No |_|
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendments to this Form 10-K [ ].
The aggregate market value of the voting stock held by non-affiliates
of the registrant as of March 18, 1997 was $331,520,345 (based on the closing
sale price of $11.00 on March 18, 1997 as reported by the New York Stock
Exchange - Composite Transactions). For this computation, the registrant has
excluded the market value of all shares of its Common Stock reported as
beneficially owned by named executive officers and directors of the registrant;
such exclusion shall not be deemed to constitute an admission that any such
person is an "affiliate" of the registrant.
At March 18, 1997, 50,913,804 shares of Playtex Products, Inc. common
stock, par value $.01 per share, were outstanding.
Documents incorporated by reference:
Document Part of Form 10-K
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Portions of the registrant's Annual Report to Stockholders II
for the twelve months ended December 28, 1996 (the "Annual
Report")(pages 3 through 36).
Portions of the registrant's definitive Proxy Statement (the "Proxy III
Statement") for the 1997 Annual Meeting of Stockholders to be held on
May 20, 1997, which will be filed with the Securities and Exchange
Commission within 120 days after the end of the registrant's fiscal
year ended December 28, 1996 pursuant to Regulation 14A.
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TABLE OF CONTENTS
Page
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PART I
Item 1. Business 4
Item 2. Properties 14
Item 3. Legal Proceedings 14
Item 4. Submission of Matters to a Vote of Security Holders 15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder
Matters 16
Item 6. Selected Financial Data 16
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations 16
Item 8. Financial Statements and Supplementary Data 16
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure 17
PART III
Item 10. Directors and Executive Officers of the Registrant 18
Item 11. Executive Compensation 18
Item 12. Security Ownership of Certain Beneficial Owners and Management 18
Item 13. Certain Relationships and Related Transactions 18
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K 19
Signatures 22
3
PART I
Item 1. Business
A. History
The Playtex businesses were founded in 1932 under the name
International Latex Company and operated for many years prior to 1986 under the
name International Playtex, Inc. ("IPI"). In the mid-1950's, using the latex
technology developed for the manufacture of girdles, Playtex began to market
household gloves, the first of many products to constitute its Family Products
division. Through the marketing of gloves, the addition of disposable nursers in
the mid-1960's, and the acquisition in 1967 and subsequent expansion of its
tampon manufacturing business, Playtex established a major presence in the drug
store, supermarket and mass merchandise classes of trade.
In late 1986, Playtex Holdings, Inc. ("Holdings") and certain of its
subsidiaries were organized by an investor group to effect a management
leveraged buy out of the businesses of IPI. Playtex Products, Inc. (including,
as the context requires, its subsidiaries, the "Company") was organized in 1988
by an investor group consisting of certain senior executives of Holdings, the
ML-Lee Acquisition Fund, L.P., a Delaware limited partnership, the Thomas H. Lee
Company and certain senior executives of the Thomas H. Lee Company and certain
other investors, to effect the acquisition of the Playtex Family Products
businesses from Holdings (the "1988 Acquisition").
On December 28, 1988, the Company consummated the 1988 Acquisition.
Concurrently, Playtex Apparel, Inc. ("Apparel"), an indirect wholly owned
subsidiary of Holdings, after the repayment of $340 million of intercompany
indebtedness, was divested to Playtex Apparel Partners, L.P. (the "Apparel
Partnership"), a limited partnership owned by the operating management of
Apparel, for a $40 million subordinated debenture.
On November 19, 1991, Apparel was sold by the Apparel Partnership to
and became a wholly owned subsidiary of Sara Lee Corporation ("Sara Lee"). On
December 20, 1991, the Company and its stockholders (the "Playtex Stockholders")
completed a transaction with Sara Lee (the "Sara Lee Transaction") which
included, among other things, (i) the acquisition by Sara Lee of convertible
preferred stock of the Company (the "Series C Preferred Stock"), that together
with shares of the Company's common stock (the "Common Stock") purchased from
the Playtex Stockholders, gave Sara Lee 25% of the voting and dividend rights in
the Company; and (ii) the sale of an option in favor of Sara Lee to acquire all
of the remaining outstanding shares of Common Stock (the "Sara Lee Option"). In
connection with the 1994 Recapitalization (as defined and discussed below), the
Sara Lee Option was terminated and the Series C Preferred Stock was redeemed.
In December 1992, the Company acquired, for $5 million, a 22% common
equity interest (17.5% on a fully diluted basis) in Banana Boat Holding
Corporation ("BBH") in conjunction with the acquisition by BBH's wholly-owned
subsidiary, Sun Pharmaceuticals Corp. ("Sun"), of the assets and certain
liabilities of Sun Pharmaceuticals, Ltd. BBH was controlled by Thomas H. Lee
Equity Partners, L.P. and other employees and affiliates of Thomas H. Lee
Company. Sun manufactured and marketed a line of sun and skin care products in
the United States and abroad under the Banana Boat(R) and other trademarks.
-----------
Concurrent with its acquisition of the equity interest in BBH, the Company
entered into a distribution agreement with Sun under which it began to
distribute Banana
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Boat sun and skin care products for Sun from November 1993 to October 1995 (see
- ----
"the BBH Acquisition").
The 1994 Recapitalization
During the first quarter of fiscal 1994, the Company issued 20 million
shares of Common Stock, par value $.01 per share (the "Common Stock"), at a
price of $13.00 per share as part of a recapitalization plan (the "1994
Recapitalization"). The 1994 Recapitalization included transactions effected by
the Company and its subsidiary Playtex Family Products Corporation ("Family
Products"), which was merged into the Company on March 8, 1994. Therefore, all
references to the Company include the activities of the merged companies. In
addition to the issuance of shares of Common Stock, the principal elements of
the Recapitalization included: (a) borrowings from banks of $500.0 million under
a new term loan facility (the "1994 Term Loan") and of approximately $40.0
million under a $75.0 million new working capital facility (the "1994 Revolving
Credit Facility" and, together with the 1994 Term Loan, the "1994 Credit
Agreement") and (b) the issuance of $360.0 million aggregate principal amount of
9% Senior Subordinated Notes due 2003 (the "Senior Subordinated Notes").
The net proceeds from the 1994 Recapitalization were used to retire
substantially all of the Company's outstanding indebtedness (including premiums
and accrued interest) and preferred stocks (including accrued dividends). In
addition, the Company paid a consent fee to Sara Lee in consideration for the
early termination of the Sara Lee Option.
The 1995 Transaction
On June 6, 1995, the Company consummated the sale, for an aggregate
purchase price of $180.0 million, of 20 million shares of Common Stock at a
price of $9.00 per share (the "Investment") to HWH Capital Partners, L.P., HWH
Valentine Partners, L.P., and HWH Surplus Valentine Partners, L.P.
(collectively, the "Investors"), each a Delaware limited partnership managed by
Haas Wheat & Partners Incorporated, pursuant to a Stock Purchase Agreement,
dated as of March 17, 1995, between the Company and the Investors (the "Stock
Purchase Agreement"). The Investors' shares constitute approximately 40% of the
Company's outstanding Common Stock. The Investment and related matters were
approved by the stockholders of the Company at the Annual Meeting of
Stockholders on June 6, 1995 (the "Annual Meeting"). At the Annual Meeting,
designees of the Investors were elected by the Company's stockholders as a
simple majority of the Board of Directors.
Contemporaneously with the Investment, the Company entered into a new
bank credit agreement with Chase Manhattan Bank N.A. (formerly Chemical Bank),
as agent (the "1995 Credit Agreement" and, together with the Investment, the
"1995 Transaction"). Borrowings under the 1995 Credit Agreement, together with
the net proceeds of the Investment, were used by the Company to refinance all
outstanding borrowings under the Company's 1994 Credit Agreement. The 1995
Credit Agreement provides for a new credit facility in the aggregate amount of
$500.0 million, consisting of (i) $387.5 million in term loans (the "1995 Term
Loan Facility"), all of which was borrowed at closing and of which $37.5 million
was cash collateralized in order to reduce interest rates on the 1995 Term Loan
Facility, (ii) a $75.0 million revolving credit facility for general corporate
purposes and (iii) a $37.5 million acquisition revolving credit facility which
is available to make permitted business acquisitions and investments and for
general corporate purposes.
5
The BBH Acquisition
On October 31, 1995, the Company and BBA Acquisition, Inc., a Delaware
corporation and wholly owned subsidiary of the Company, acquired all issued and
outstanding common shares, not previously owned by the Company, of BBH (the "BBH
Acquisition"). The BBH Acquisition was completed pursuant to an agreement and
plan of merger dated October 17, 1995.
Since November 1993, the Company had recognized 42.5% of the operating
profits from the sale of Banana Boat products, in accordance with the terms of a
-----------
distribution agreement between BBH and the Company. Following the BBH
Acquisition, the Company's equity ownership of BBH increased from 22% to 100%
and the Company's interest in the operating profits from the sale of Banana Boat
-----------
products increased to 100%. Concurrent with the BBH Acquisition, the
distribution agreement between the Company and BBH was terminated.
The net consideration expended in connection with the BBH Acquisition
included cash of approximately $40.4 million, the retirement of $27.1 million of
BBH's long-term debt, the assumption of BBH's working capital facility and the
payment of accrued interest and transaction fees of approximately $4.3 million.
The BBH Acquisition was financed with approximately $34.3 million of existing
cash balances and advances under the Company's acquisition revolving credit
facility of $37.5 million.
On March 22, 1996, BBH was merged with and into Sun, with Sun being the
surviving corporation.
B. Executive Officers of Registrant
Listed below are the executive officers of the Company as of March 18,
1997. There are no family relationships between any of the executive officers,
and there is no arrangement or understanding between any executive officer and
any other person pursuant to which the executive officer was selected. At the
annual meeting of the Board of Directors which follows the Annual Meeting of
Stockholders, executive officers are elected by the Board to hold office for one
year and until their respective successors are elected and qualified, or until
earlier resignation or removal.
Name Age Position
---- --- --------
Michael R. Gallagher 51 Chief Executive Officer and Director
Michael F. Goss 37 Executive Vice President, Chief Financial Officer
and Director
Richard G. Powers 51 President, Personal Products Division
Max R. Recone 41 President, Consumer Products Division
James S. Cook 45 Senior Vice President, Operations
Paul E. Yestrumskas 45 Vice President, General Counsel and Secretary
Michael R. Gallagher has been the Chief Executive Officer and a
Director of the Company since June 1995. Prior to joining the Company, Mr.
Gallagher was Chief Executive Officer of North America for Reckitt & Colman PLC
(1994-1995). Mr. Gallagher was President and Executive Officer of Eastman
Kodak's L&F Products subsidiary from 1988 until the subsidiary was sold to
6
Reckitt & Colman PLC in 1994. Mr. Gallagher was President of the Lehn & Fink
Consumer Products Division at Sterling Drug from 1984 until the Division was
sold to Eastman Kodak in 1988.
Michael F. Goss has been Executive Vice President and Chief Financial
Officer of the Company since December 1994. He has served as a Director of the
Company since September 1995. From 1992 to 1994, Mr. Goss was Treasurer and Vice
President - Corporate Development of Oak Industries, Inc. ("Oak"). From 1990 to
1992, he was Director of Financial Planning for Oak.
Richard G. Powers has been the President of the Personal Products
Division of the Company since August 1996. Prior to joining the Company, Mr.
Powers was President of Reckitt & Colman, PLC's North American ("R&C") Personal
Products Division. From 1992 to 1995, he was Vice President of Sales for R&C,
and from 1990 to 1992 he was Vice President of Marketing for R&C's Durkee-French
Foods Division. From 1973 to 1990, Mr. Powers held various positions in
marketing and general management at General Foods Corp.
Max R. Recone has been the President of the Consumer Products Division
of the Company since March 1996. From June 1995 to March 1996, he was Vice
President and Business Manager for Sun Care, Hair Care and Household Products.
From August 1993 to June 1995, he served as Vice President - Banana Boat. From
February 1992 to July 1993, he was Vice President - Sales of the Company. From
January 1990 to February 1992, Mr. Recone served as Vice President/General
Manager of Playtex Limited, the Company's Canadian subsidiary.
James S. Cook has been Senior Vice President, Operations of the Company
since August 1991. From August 1990 to August 1991, he was Vice President, Dover
Operations of the Company. From December 1988 to August 1990, he was Vice
President of Distribution, Logistics & MIS of the Company.
Paul E. Yestrumskas has been the Vice President, General Counsel and
Secretary of the Company since December 1995. Prior to joining the Company, Mr.
Yestrumskas was Senior Counsel of Rhone-Poulenc, Inc. from 1991 to 1995. Mr.
Yestrumskas was Assistant General Counsel of Hubbell, Inc. from 1988 to 1991 and
Senior Counsel and Director of Government Relations at Timex Corporation from
1981 to 1988.
C. General
The Company is a leading manufacturer and distributor of an extensive
line of personal care products marketed under such brand names as Playtex Gentle
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Glide(R), Soft Comfort(TM), Slimfits(TM) and Silk Glide (R) feminine care
- ----- ------------ -------- ----------
products, Playtex nurser disposable feeding systems for infants, Playtex
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Spill-Proof(TM) cups, Cherubs(R) baby products, Banana Boat and BioSun(TM) sun
- ----------- ------- ----------- ------
and skin care products, Playtex Living(R), Handsaver(R) and Wearshield(R)
-------------- --------- ----------
household and industrial gloves, Woolite(R) rug and upholstery cleaning
-------
products, Jhirmack(R) hair care products, and Tek(R) toothbrushes. Playtex
-------- --- -------
feminine care products have the second largest market share in the United States
tampon market and the leading position in the plastic applicator segment of the
market. Playtex Infant Care is the brand leader in the United States in
disposable feeding systems for infants and the infant cups market. Banana Boat
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has the number two market position in the United States sun care market. Playtex
-------
gloves are the market leader in the branded domestic household rubber gloves
market. Woolite rug and upholstery cleaning products are the number two brand in
-------
their domestic market.
7
Net sales by classes of similar products to unaffiliated customers for
the five most recent fiscal years are as follows (in millions):
Twelve Months Ended December
----------------------------------------------
1996 1995 1994 1993 1992
------ ------ ------ ------ ------
Feminine Care $225.5 $243.6 $257.1 $244.5 $214.0
Infant Care 109.5 87.6 77.9 74.7 74.1
Sun Care 73.3 50.3 48.9 1.9 --
Household Products 60.5 57.3 32.5 28.8 27.6
Hair Care 25.2 39.7 51.4 54.5 61.9
Toothbrushes 4.7 5.1 5.5 5.5 6.9
------ ------ ------ ------ ------
Total $498.7 $483.6 $473.3 $409.9 $384.5
====== ====== ====== ====== ======
U.S. $459.1 $445.9 $436.1 $369.2 $343.8
Canada 39.6 37.7 37.2 40.7 40.7
------ ------ ------ ------ ------
Total $498.7 $483.6 $473.3 $409.9 $384.5
====== ====== ====== ====== ======
D. Products
Feminine Care Products. The Company's largest brand is Playtex tampons.
-------
In 1996, the brand accounted for 45% of the Company's total net sales. Playtex
-------
is the second largest selling tampon brand in the United States. The Company's
market share of tampon sales (by dollar volume) for the five most recent fiscal
years, as reported by Nielsen Marketing Research, was as follows:
Twelve Months Ended December
----------------------------
1996 1995 1994 1993 1992
---- ---- ---- ---- ----
26% 27% 29% 30% 30%
Playtex has two major product lines in the Feminine Care business--
plastic and cardboard applicators. The plastic applicator business represented
90% of the Playtex branded domestic tampon business and is comprised of three
product offerings: Gentle Glide, Playtex's original plastic tampon; Soft
------------ ----
Comfort, with an applicator made of a soft, plastic material designed to improve
- -------
comfort; and Slimfits, a new line of tampons introduced in late 1996, developed
--------
for the first-time tampon user. The Silk Glide brand is Playtex's line of
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cardboard applicator tampons. This product line features a rounded tip cardboard
applicator that provides the consumer with a quality product in the cardboard
segment of the tampon market.
Infant Care. The Company's second largest product category is Infant
Care, which is comprised of the Playtex disposable nurser system, cups and
-------
mealtime products, reusable hard bottles, and pacifiers. In 1996, Infant Care
products accounted for approximately 22% of the Company's total net sales.
The Playtex disposable nurser system includes disposable bottles (the
-------
largest segment of the business), nurser kits, rubber nipples and component
parts. The Company is the market leader in disposable feeding systems for
infants with a 73% dollar share of the market in 1996.
The cups and mealtime segment is the fastest growing portion of the
Playtex Infant Care business. The cup segment of the market has almost doubled
since Playtex's introduction of the
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Spill-Proof cup in 1994. The Company's market share in the cup segment has
- -----------
increased from 29% in 1994 to 70% in 1996. In addition, the Company offers other
baby-related products such as reusable bottles, spoons, bowls and pacifiers.
Sun Care. The Company has two brands within its Sun Care business,
Banana Boat and BioSun. In 1996, these products accounted for approximately 15%
- ----------- ------
of the Company's total net sales.
Since their introduction in the 1980's, sales of Banana Boat products
-----------
have grown steadily. Banana Boat has achieved the second largest share of the
-----------
sun care market (by unit volume). For 1996, Banana Boat had a 19% share of the
-----------
market, compared to a 18% share in 1995 and a 16% share in 1994. The sun care
market grew 2% (in unit volume) in 1996 versus the same period in 1995.
BioSun is a premium priced line of sun care products introduced in late
------
1996. This line of higher SPF products carries The Skin Cancer Foundation
recommendation.
Household Products. Household products consist of Playtex gloves and
-------
the Woolite rug and upholstery cleaning products.
-------
Since the Company introduced the first household latex glove in 1954,
Playtex gloves have continued to be the leader in this category. In 1996, this
- -------
product line accounted for approximately 7% of the Company's total net sales.
The Company competes primarily with manufacturers of various lower priced, latex
gloves which are generally manufactured overseas and marketed as private label
gloves. Private label gloves, in the aggregate, have the second largest market
share behind Playtex. For 1996, Playtex gloves had a unit market share of 38%,
compared to 35% in 1995. -------
As noted previously, the Company acquired certain assets of the Woolite
-------
rug and upholstery cleaning business ("Woolite") in February 1995. Woolite is
-------
the second leading brand in this domestic business and accounted for 5% of the
Company's net sales in 1996.
Hair Care Products. In 1996, hair care products contributed
approximately 5% of the Company's total net sales.
As a result of management's evaluation of the erosion of Jhirmack's
--------
market share and net sales, the Company effected a write-off of all of the
goodwill associated with the Jhirmack business in the third quarter of 1993. The
--------
decline in net sales continued in 1996 and the Company is evaluating strategic
alternatives for this business. Hair Care is not considered one of the Company's
core businesses.
Toothbrushes. The Company manufactures and distributes regular, angled
and childrens toothbrushes under the Tek brand name. In 1996, this line
---
contributed approximately $4.7 million in total net sales.
E. Marketing
The Company allocates a significant portion of its revenues to the
advertising and promotion of its products. Expenditures for these purposes were
24%, 24%, and 21%, respectively, as a percentage of net sales during the last
three fiscal years. These expenditures are an integral
9
component of the overall marketing effort for the Company's direct customers and
the ultimate consumer.
As part of the Company's consumer oriented marketing strategy,
initiated in 1995, the Company is investing more heavily in advertising and
other consumer based spending and less on trade spending.
F. Competition
The markets for the Company's products are highly competitive. They are
characterized by the frequent introduction of new products, often accompanied by
major advertising and promotional programs. The Company competes primarily on
the basis of product quality, product differentiation and brand name recognition
supported by advertising and promotion. Tambrands, Inc. has the leading market
share and is the Company's principal competitor in the tampon market. In its
remaining businesses, the Company's competitors consist of a large number of
domestic and foreign companies, a number of which have significantly greater
financial resources and less leverage than the Company.
The Company believes that the market for consumer products will
continue to be highly competitive. In fact, the level of competitiveness may
intensify in the future, including higher spending for advertising and
promotion, new product initiatives and continued activity in the private label
sector.
G. Regulation
Government regulation has not materially restricted or impeded the
Company's operations. Certain of the Company's products are subject to
regulation under the Federal Food, Drug and Cosmetic Act and the Fair Packaging
and Labeling Act. The Company is also subject to regulation by the Federal Trade
Commission with respect to the content of its advertising, its trade practices
and other matters. The Company is subject to regulation by the United States
Food and Drug Administration in connection with its manufacture and sale of
tampons.
H. Distribution
The Company's sales are generated by its sales organization of
approximately 195 people and by exclusive distributors. In 1996, products were
sold through supermarkets (40%), drug stores (19%) and mass merchandising and
other outlets (41%). In recent years, sales through mass merchandisers and price
clubs, as a percentage of total sales, have experienced gains at the expense of
drug stores, while sales through supermarkets have remained generally constant.
The field sales force makes sales presentations at the headquarters or
home offices of its customers, where applicable, as well as to individual retail
outlets. The sales representatives focus their efforts on selling the Company's
products, providing services to its direct customers and executing programs to
ensure sales to the ultimate consumer. Consumer-directed programs include
arranging for on-shelf and separate displays, obtaining feature price
reductions, and coordinating cooperative advertising participation.
During 1996, Playtex restructured its sales force into two separate
organizations: the Consumer Products Division for Sun Care and Household
Products, and the Personal Products
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Division for Feminine Care and Infant Care Products. This new structure will
allow the Company's sales forces to focus more effectively on individual product
lines.
I. Research and Development
The Company maintains ongoing research and development programs in
Paramus, New Jersey. Approximately 55 employees are engaged in these programs,
for which expenditures were $7.3 million, $6.5 million, and $5.8 million,
respectively, during each of the last three fiscal years.
J. Trademarks and Patents
The Company has proprietary rights to a number of trademarks important
to its businesses, such as Playtex, Gentle Glide, Portables(R), Silk Glide, Soft
------- ------------ --------- ---------- ----
Comfort, Living, HandSaver, Comfortflow(R), Drop-Ins, Spill-Proof, Most Like
- ------- ------ --------- ----------- -------- ----------- ---------
Mother(R), Natural Action(R), Cherubs, Jhirmack, HeatCare(TM), Banana Boat, Get
- ------ -------------- ------- -------- -------- ----------- ---
On The Boat(R), BioSun and Tek. The Playtex and Living trademarks in the United
- ----------- ------ --- ------- ------
States and Canada are owned by Playtex Marketing Corporation ("Marketing
Corporation"), a corporation owned equally by the Company and Apparel. Marketing
Corporation is responsible for protecting, exercising quality control over and
enforcing the trademarks. The Company and Apparel each have licenses from
Marketing Corporation for the use of such trademarks in the United States and
Canada on a perpetual, royalty-free basis; Apparel's license is for apparel and
apparel-related products, and the Company's license is for all other products.
In all other countries, Apparel retains title to the Playtex and Living
------- ------
trademarks, subject to a perpetual, royalty-free license to the Company to use
such trademarks for all products other than apparel products.
The Company also owns various patents related to certain products and
their method of manufacture, including patents for the tampon wrap material, the
assembly of the compact tampon, the tampon inserter, the baby nurser holder, the
configuration of certain baby pacifiers, nipples, caps, and formulations for
certain sun care and hair care products. The patents expire at varying times,
ranging from 1997 to 2014. The Company also has pending patent applications for
various products and methods of manufacture relating to its tampon, nurser and
toothbrush businesses. While the Company considers its patents to be important
to its business, it believes that the success of its products is more dependent
upon the quality of these products and the effectiveness of its marketing
programs. No single patent is material to the business of the Company.
K. Raw Materials and Suppliers
The principal raw materials used by the Company in the manufacture of
its products are synthetic fibers, resin-based plastics and other chemicals and
certain natural materials, all of which are normally readily available. While
all raw materials are purchased from outside sources, the Company is not
dependent upon a single supplier in any of its operations for any material
essential to its business or not otherwise commercially available to the
Company. The Company has been able to obtain an adequate supply of raw
materials, and no shortage of such materials is currently anticipated.
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L. Customers and Backlog
No single customer or affiliated group of customers represents 10% or
more of the Company's sales, except for Wal-Mart Stores, Inc. ("Wal-Mart")
(approximately 18% in 1996, 17% in 1995, and 15% in 1994). For each of such
periods, net sales to the Company's next three largest customers represented in
the aggregate approximately 12% in 1996, 12% in 1995, and 11% in 1994 of the
total net sales of the Company. The loss of sales to Wal-Mart could have a
material adverse effect on the business and operations of the Company. In
accordance with industry practice, the Company grants credit to its customers at
the time of purchase. In addition, the Company grants extended payment terms to
new customers and for the initial sales of introductory products and product
line extensions, and it grants extended terms on its Banana Boat products due to
-----------
the seasonal nature of this business. While the extension of credit carries
risk, the bad debt experience of the Company has not been material in recent
years.
The Company's policy is not to accept returned goods, except for
certain Sun Care products, which are seasonal in nature. Exceptions to this
policy are authorized by management of the sales organization. Returns result
primarily from Sun Care seasonal products, damage and shipping discrepancies and
generally are not material to the total net sales of the Company.
Because of the short period between order and shipment dates (generally
less than one month) for most of the Company's sales (more than 80% in 1996),
the dollar amount of current backlog is not considered to be a reliable
indication of future sales volume.
M. Employees and Labor Relations
The Company's worldwide workforce consisted of approximately 1,600
employees as of December 28, 1996, of whom 180 were located outside the United
States, primarily in Canada. Of the United States facilities, only the Tek
operation at Watervliet, New York, has union representation; it is organized by
The Brush Workers Union Local No. 20466 I.U.E. A.F.L.-C.I.O. The collective
bargaining agreement covered 190 workers at December 28, 1996 and expires on
June 28, 1997. The Company believes that its labor relations are satisfactory
and no material labor cost increases, other than those in the ordinary course of
business, are anticipated.
N. Environmental
The Company believes that it is in substantial compliance with federal,
state and local provisions enacted or adopted regulating the discharge of
materials hazardous to the environment. There are no significant capital
expenditures for environmental control in the current year or expected in the
near future. See "Legal Proceedings."
O. Board of Directors Sets Record Date and Date, Time and Place of Annual
Meeting of Stockholders
At its meeting on March 5, 1997, the Board of Directors set the close
of business on April 1, 1997 as the record date for determining stockholders
entitled to notice of and to vote at the 1996 Annual Meeting of Stockholders.
This meeting will be held at Chase Manhattan Bank, 270 Park Avenue, New York,
New York on Tuesday, May 20, 1997 at 11:00 a.m. local time.
12
P. Special Factors Regarding Forward-Looking Statements
Certain statements in this Annual Report on Form 10-K or others made
hereafter (including orally) may constitute "forward-looking statements" within
the meaning of the Private Securities Litigation Reform Act of 1995. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: intensified competition, higher
spending for advertising and promotion, new product initiatives, and continued
activity in the private label sector (See "Business-Competition"); the loss of a
significant customer (See "Business-Customers and Backlog"); and product
liability litigation and changes in governmental regulation (See "Legal
Proceedings").
13
Item 2. Properties
The principal executive offices of the Company are located at 300 Nyala
Farms Road, Westport, Connecticut 06880 and are occupied pursuant to a lease
which expires in 2004. The Company operates manufacturing and distribution
facilities in Dover, Delaware; Watervliet, New York; and Arnprior and Malton,
Canada. The Company maintains a research and development facility in Paramus,
New Jersey, which is leased from Apparel on a month-to-month basis. The Company
operates two facilities in Canada. The Arnprior facility, primarily a warehouse
and assembly operation, is owned by the Company. The Malton facility, a
warehouse and office site, is leased from Apparel. This lease extends to 2004.
For 1996, the Company's average utilization rate of manufacturing capacity was
an estimated 75%. The Company does not anticipate any material acquisition of
plant or any significant increase in the capacity thereof in the near future.
The following table sets forth the principal properties of the Company,
which are located in four states and Canada:
# of Estimated
Facilities Square Footage
---------- --------------
Facilities Owned
Manufacturing/Office/Distribution/
Warehouse
Dover, DE 3 710,000
Watervliet, NY 1 159,600
Arnprior, Canada 1 91,800
Facilities Leased
Office/Distribution/Warehouse
Dover, DE 5 317,500
Malton, Canada 1 72,800
Westport, CT 1 41,700
Paramus, NJ 1 33,000
Guaynabo, PR 1 15,700
Item 3. Legal Proceedings
Beginning in 1980, studies were published leading to the hypothesis
that tampons are associated with Toxic Shock Syndrome ("TSS"). Since 1980,
numerous claims have been filed against manufacturers of tampons, a small
percentage of which have been litigated to conclusion.
The number of TSS claims relating to Playtex tampons has declined
substantially over the years. During the mid-1980s, there were approximately 200
pending claims at any one time relating to Playtex tampons. As of the end of
February 1997, there were approximately 14 pending claims, although additional
claims may be asserted in the future. For claims filed from October 1, 1985
until November 30, 1995, the Company is self-insured for TSS claims, and bears
the costs of defending those claims, including settlements and trials. Effective
December 1, 1995, the Company obtained insurance coverage with certain limits in
excess of the self-insured retention of $1.0 million per occurrence/$4.0 million
in the aggregate, on claims occurring on or after December 1, 1995.
The incidence rate of menstrually associated TSS among tampon users has
declined significantly over the years. In 1982, the rate was reported to be
between six and seventeen
14
occurrences per 100,000 menstruating women per year. The most recent reported
information as of 1989 is that the rate is approximately one occurrence per
100,000.
Based on the Company's experience with TSS cases, its evaluation of the
currently pending claims, the reported decline in the incidence of menstrually
associated TSS, the federally-mandated warning about TSS on and in its tampon
packages and the development of case law upholding the adequacy of tampon
warnings which comply with federally-mandated warnings, the Company believes
that there are no claims or litigation pending, including the TSS cases, which
would have a materially adverse effect on the consolidated financial position,
results of operations or cash flows of the Company.
The Company, as successor to the Family Products businesses of IPI, is
presently participating as part of a group of several potentially responsible
corporate parties ("PRP Group") in the remediation of the Wildcat Landfill in
Dover, Delaware, which has been designated as a "Superfund" site by the EPA. In
June 1989, the PRP Group entered into a settlement pursuant to which the Company
(together with Apparel) assumed a share of the remediation costs, which share,
based on reasonable engineering estimates, was $565,000 for both companies
combined. The Company and Apparel have each paid $300,000 (or a total of
$600,000) to an escrow fund under an agreement with other settling parties and
site remediation has been completed. Associated monitoring costs are not
expected to be material.
The Company has joined the PRP Group with respect to the Kent County
Landfill Site in Houston, Delaware, which has been designated a "Superfund" site
by the State of Delaware. A study of the site is being conducted to formulate a
remediation plan. The Company's allocated share of the costs of the remediation
study is not expected to exceed $100,000, which amount will be shared equally
with Apparel. Although the remedial costs associated with the site will be
difficult to assess until the study is completed, based on the information
currently available to the Company, the nature and quantity of material
deposited by the Company and the number of other entities in the PRP group who
are expected to share in the costs and expenses, the Company does not believe
that the costs to the Company will be material. The Company and Apparel will
share equally all expenses and costs associated with IPI's involvement with this
site.
The Company is a defendant in various other suits, claims and
investigations which arise in the normal course of business. In the opinion of
Management, the ultimate disposition of these matters, including those described
above, will not have a material adverse effect on the consolidated financial
position, results of operations or cash flows of the Company.
The Company is subject to regulation by the United States Food and Drug
Administration in connection with its manufacture and sale of tampons.
Item 4. Submissions of Matters to Vote of Security Holders
Not applicable
15
PART II
Item 5. Market for Registrant's Common Equity and Related Stockholder Matters
The Company has two classes of authorized stock: (a) Common Stock and
(b) up to 50,000,000 shares of preferred stock, par value $.01 per share. Of
100,000,000 shares of Common Stock authorized, 50,913,804 shares were issued and
outstanding as of March 18, 1997. There were 449 holders of record of the
Company's Common Stock on that date. The Common Stock is traded on the New York
Stock Exchange ("NYSE") under the symbol "PYX." As of March 18, 1997, the
Company had not issued any shares of preferred stock. No cash dividends have
ever been paid on the Common Stock, and the Company is restricted from paying
dividends on the Common Stock by the terms of the 1995 Credit Agreement and the
indenture governing the Senior Subordinated Notes.
The following table sets forth the high and low sale price per share of
the Common Stock during the fiscal years ended December 28, 1996 and December
30, 1995 as reported by the New York Stock Exchange - Composite Transactions:
Fiscal 1996 First Quarter Second Quarter Third Quarter Fourth Quarter
- ----------- ------------- -------------- ------------- --------------
High $ 8 5/8 $ 10 3/8 $ 9 1/2 $ 9 1/2
Low 6 5/8 7 1/8 7 1/2 7 1/8
Fiscal 1995
- -----------
High 8 5/8 10 1/4 12 1/2 9
Low 6 3/4 7 1/2 8 3/8 6 1/2
Item 6. Selected Financial Data
The response to this Item is incorporated by reference to the
information in the section entitled "Selected Financial Data" of the Company's
1996 Annual Report to Stockholders (included as Exhibit 13 to this Annual Report
on Form 10-K).
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The response to this Item is incorporated by reference to the
information in the section entitled "Management's Discussion and Analysis of
Financial Condition and Results of Operations" of the Company's 1996 Annual
Report to Stockholders (included as Exhibit 13 to this Annual Report on Form
10-K).
Item 8. Financial Statements and Supplementary Data
The response to this Item is incorporated by reference to the
information under the captions "Consolidated Statements of Operations",
"Consolidated Balance Sheets", "Consolidated Statements of Redeemable Preferred
Stocks, Common Stock and Other Stockholders' Equity", "Consolidated Statements
of Cash Flows", "Notes to Consolidated
16
Financial Statements", "Independent Auditors' Report", and "Report of
Management" of the Company's 1996 Annual Report to Stockholders (included as
Exhibit 13 to this Annual Report on Form 10-K).
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure
None
17
PART III
Item 10. Directors and Executive Officers of the Registrant
The response to this Item is incorporated by reference to the
information in the section entitled "Election of Directors" in the Company's
Proxy Statement for the 1997 Annual Meeting of Stockholders.
Item 11. Executive Compensation
The response to this Item is incorporated by reference to the
information in the section entitled "Executive Compensation" in the Company's
Proxy Statement for the 1997 Annual Meeting of Stockholders.
Item 12. Security Ownership of Certain Beneficial Owners and Management
The response to this Item is incorporated by reference to the
information in the section entitled "Security Ownership of Certain Beneficial
Owners and Management" in the Company's Proxy Statement for the 1997 Annual
Meeting of Stockholders.
Item 13. Certain Relationships and Related Transactions
The response to this Item is incorporated by reference to the
information in the section entitled "Certain Transactions" and "Executive
Compensation - Arrangements with Former Chief Executive Officer" in the
Company's Proxy Statement for the 1997 Annual Meeting of Stockholders.
18
PART IV
Item 14. Exhibits, Financial Statement Schedule and Reports on Form 8-K
(a) Financial Statements
(a)(1) The following Consolidated Financial Statements and related
Notes of the Company are incorporated herein by reference to the Company's 1996
Annual Report to Stockholders (included as Exhibit 13 to this Annual Report on
Form 10-K):
Independent Auditors' Report
Consolidated Balance Sheets as of December 28, 1996 and December 30,
1995
Consolidated Statements of Operations for the twelve months ended
December 28, 1996, December 30, 1995 and December 31, 1994
Consolidated Statements of Redeemable Preferred Stocks, Common Stock
and Other Stockholders' Equity for the twelve months ended
December 28, 1996, December 30, 1995 and December 31, 1994
Consolidated Statements of Cash Flows for the twelve months ended
December 28, 1996, December 30, 1995 and December 31, 1994
Notes to Consolidated Financial Statements
(a) (2) Financial Statement Schedules
The following financial statement schedule of the Company as set forth
below is filed with this Annual Report on Form 10-K:
Page
----
Independent Auditors' Report on Schedule 20
Schedule VIII - Valuation and Qualifying Accounts 21
All other schedules are omitted as the required information is not
applicable or the information is presented in the consolidated financial
statements or related notes.
(a) (3) Exhibits
See Exhibit Index on Pages X-1 to X-9 for exhibits filed with this
Annual Report on Form 10-K.
(b) Reports on Form 8-K
None
19
INDEPENDENT AUDITORS' REPORT ON SCHEDULE
The Board of Directors and Stockholders
Playtex Products, Inc.
Under date of February 7, 1997, we reported on the consolidated balance
sheets of Playtex Products, Inc. and subsidiaries as of December 28, 1996 and
December 30, 1995, and the related consolidated statements of operations,
redeemable preferred stocks, common stock and other stockholders' equity, and
cash flows for the twelve months ended December 28, 1996, December 30, 1995 and
December 31, 1994, as contained in the 1996 Annual Report to Stockholders. These
consolidated financial statements and our report thereon are incorporated by
reference in the Annual Report on Form 10-K for the fiscal year 1996. In
connection with our audits of the aforementioned consolidated financial
statements, we also have audited the related financial statement schedule for
the twelve months ended December 28, 1996, December 30, 1995, and December 31,
1994, as listed in Item 14(a)(2) of the Annual Report on Form 10-K for the
fiscal year 1996. This financial statement schedule is the responsibility of the
Company's management. Our responsibility is to express an opinion on this
financial statement schedule based on our audits.
In our opinion, such financial statement schedule, when considered in
relation to the basic consolidated financial statements taken as a whole,
presents fairly, in all material respects, the information set forth therein.
/s/ KPMG Peat Marwick LLP
Stamford, Connecticut
February 7, 1997
20
PLAYTEX PRODUCTS, INC.
SCHEDULE VIII - VALUATION AND QUALIFYING ACCOUNTS
Twelve Months Ended December 28, 1996, December 30, 1995, and December 31, 1994
(In Thousands)
Balance at Additions Balance
Beginning Charged to at End
of Period Income Deductions (1) of Period
--------- ---------- -------------- ---------
Receivables:
Allowance for doubtful accounts
December 31, 1994 $ (2,149) $ (650) $ 453 $ (2,346)
December 30, 1995 $ (2,346) $ (449) $ 753 $ (2,042)
December 28, 1996 $ (2,042) $ (325) $ 609 $ (1,758)
- ----------
(1) - Represents accounts written-off.
21
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
PLAYTEX PRODUCTS, INC.
By: /s/ Michael R. Gallagher
----------------------------
Michael R. Gallagher
Chief Executive Officer
March 27, 1997
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Registrant and in the capacities indicated this 27th day of March 1997.
Signatures Title
---------- -----
/s/ Robert B. Haas Chairman of the Board and
- ------------------------------------ Director
Robert B. Haas
/s/ Michael R. Gallagher Chief Executive Officer and
- ------------------------------------ Director
Michael R. Gallagher
/s/ Michael F. Goss Executive Vice President, Chief
- ------------------------------------
Michael F. Goss Financial Officer and Director
(Principal Financial and Accounting
Officer)
- ------------------------------------
Joel E. Smilow Director
- ------------------------------------
Thomas H. Lee Director
/s/ Douglas D. Wheat
- ------------------------------------
Douglas D. Wheat Director
- ------------------------------------
Michael R. Eisenson Director
/s/ Kenneth F. Yontz
- ------------------------------------
Kenneth F. Yontz Director
- ------------------------------------
Timothy O. Fisher Director
22
INDEX TO EXHIBITS
Exhibit No. Description
- ----------- -----------
3(a) Restated Certificate of Incorporation of Playtex Products, Inc.
(hereafter, "Playtex" or the "Company") dated as of May 5, 1994.
(Incorporated herein by reference to Exhibit 4(a) of Playtex's
Registration Statement on Form S-8, No. 33-88806.)
3(a)(1) Restated Certificate of Incorporation, as amended through June 6,
1995. (Incorporated herein by reference to Exhibit 3.2 of
Playtex's Form 8-K, dated June 6, 1995, File No. 33-25485-01.)
3(b) Bylaws of Playtex. (Incorporated herein by reference to Exhibit
3(b) of Playtex's Registration Statement on Form S-1, No.
33-25485.)
3(c) Amendment to Bylaws of Playtex. (Incorporated herein by reference
to Exhibit 3(g) of Playtex's Registration Statement on Form S-1,
No. 33-43771.)
3(d) Amendment to Bylaws of Playtex. (Incorporated herein by reference
to Exhibit 3(g) of Playtex's Annual Report on Form 10-K for the
fiscal year ended December 25, 1993, File No. 33-25485-01.)
3(e) Amendment to Bylaws of Playtex. (Incorporated herein by reference
to Exhibit 4(e) of Playtex's Registration Statement on Form S-8,
No. 33- 88806.)
3(f) By-laws of the Company, as amended through June 6, 1995.
(Incorporated herein by reference to Exhibit 3.1 of Playtex's Form
8-K, dated June 6, 1995, File No. 33-25485-01.)
3(g) Merger Certificate dated March 8, 1994 between Playtex Family
Products Corporation ("Family Products") and Playtex.
(Incorporated herein by reference to Exhibit 3(h) of Playtex's
Annual Report on Form 10-K for the fiscal year ended December 25,
1993, File No. 33-25485-01.)
4(a) Specimen Common Stock Certificate. (Incorporated herein by
reference to Exhibit 4(a) of Playtex's Registration Statement on
Form S-1, No. 33-71512.)
4(b) Indenture dated as of February 2, 1994 relating to the 9% Senior
Subordinated Notes due 2003 (the "Senior Subordinated Notes")
among Family Products, Playtex and IBJ Schroder Bank & Trust
Company, as trustee, including form of Note. (Incorporated herein
by reference to Exhibit 4(b) of Playtex's Annual Report on Form
10-K for the fiscal year ended December 25, 1993, File No.
33-25485-01.)
4(b)(1) First Supplemental Indenture dated as of March 8, 1994.
(Incorporated herein by reference to Exhibit 4(b)(1) of Playtex's
Annual Report on Form 10-K for the fiscal year ended December 25,
1993, File No. 33-25485-01.)
X-1
Exhibit No. Description
- ----------- -----------
4(b)(2) Second Supplemental Indenture, dated as of June 6, 1995 among the
Company, Playtex Sales & Service, Inc. and IBJ Schroder Bank and
Trust Company, as Trustee. (Incorporated herein by reference to
Exhibit 4.1 of Playtex's Form 8-K, dated June 6, 1995, File No.
33-25485-01.)
4(b)(3) Third Supplemental Indenture, dated as of June 6, 1995 among the
Company, Playtex Manufacturing Inc. and IBJ Schroder Bank and
Trust Company, as Trustee. (Incorporated herein by reference to
Exhibit 4.2 of Playtex's Form 8-K, dated June 6, 1995, File No.
33-25485-01.)
4(b)(4) Fourth Supplemental Indenture among Playtex Products, Inc., as
Issuer, BBA Acquisition, Inc., as Guarantor and IBJ Schroder Bank
& Trust Company, as Trustee, dated as of October 31, 1995.
(Incorporated herein by reference to Exhibit 4(b)(4) of Playtex's
Annual Report on Form 10-K for the fiscal year ended December 30,
1995, File No. 33-25485-01.)
4(b)(5) Fifth Supplemental Indenture among Playtex Products, Inc., as
Issuer, BBA Acquisition, Inc., as Guarantor and IBJ Schroder Bank
& Trust Company, as Trustee, dated as of October 31, 1995.
(Incorporated herein by reference to Exhibit 4(b)(5) of Playtex's
Annual Report on Form 10-K for the fiscal year ended December 30,
1995, File No. 33-25485-01.)
4(b)(6) Sixth Supplemental Indenture among Playtex Products, Inc., as
Issuer, BBA Acquisition, Inc., as Guarantor and IBJ Schroder Bank
& Trust Company, as Trustee, dated as of October 31, 1995.
(Incorporated herein by reference to Exhibit 4(b)(6) of Playtex's
Annual Report on Form 10-K for the fiscal year ended December 30,
1995, File No. 33-25485-01.)
4(b)(7) Seventh Supplemental Indenture among Playtex Products, Inc., as
Issuer, BBA Acquisition, Inc., as Guarantor and IBJ Schroder Bank
& Trust Company, as Trustee, dated as of October 31, 1995.
(Incorporated herein by reference to Exhibit 4(b)(7) of Playtex's
Annual Report on Form 10-K for the fiscal year ended December 30,
1995, File No. 33-25485-01.)
4(c)(1) Amended and Restated Stockholders Agreement. (Incorporated herein
by reference to Exhibit 4 to Playtex's Current Report on Form 8-K
dated November 5, 1991.)
4(c)(2) Amendment No. 1, dated as of March 17, 1995, to Amended and
Restated Stockholders Agreement. (Incorporated herein by reference
to Exhibit 4(c)(2) of Playtex's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995, File No. 33-25485-01.)
4(d) Form of Junior Subordinated Note of Playtex. (Incorporated herein
by reference to Exhibit 4(i) of Playtex's Registration Statement
on Form S-1, No. 33-25485.)
X-2
Exhibit No. Description
- ----------- -----------
4(d)(1) Form of Junior Subordinated Note of Playtex dated December 15,
1989. (Incorporated herein by reference to Exhibit 4(f)(1) to
Playtex's Annual Report on Form 10-K for the year ended December
30, 1989, No. 33-25485.)
4(d)(2) Junior Subordinated Note of Playtex dated December 15, 1990.
(Incorporated herein by reference to Exhibit 4(f) (2) to Playtex's
Annual Report on Form 10-K for the year ended December 29, 1990,
No. 33-25485.)
4(d)(3) Junior Subordinated Note of Playtex dated December 15, 1991.
(Incorporated herein by reference to Exhibit 4(h)(3) of Playtex's
Registration Statement on Form S-1, No. 33-43771.)
4(d)(4) Junior Subordinated Note of Playtex dated December 15, 1992.
(Incorporated herein by reference to Exhibit 4(h)(4) of Playtex's
Annual Report on Form 10-K for the year ended December 26, 1992.)
4(d)(5) Junior Subordinated Note of Playtex dated December 15, 1993.
(Incorporated herein by reference to Exhibit 4(j)(5) of Playtex's
Registration Statement on Form S-1, No. 33-71512.)
4(d)(6) Agreement between Playtex and Playtex Apparel Partners, L.P. dated
November 30, 1994 relating to Junior Subordinated Notes.
(Incorporated herein by reference to Exhibit 4(d)(6) of Playtex's
Annual Report on Form 10-K for the fiscal year ended December 31,
1994, File No. 33-25485-01.)
10(a)(1) Credit Agreement, dated as of June 6, 1995, among the Company,
Chemical Bank, as Agent, and the Lenders thereto and forms of
notes, security documents and guarantees attached as exhibits
thereto. (Incorporated herein by reference to Exhibit 10.1 of
Playtex's Form 8-K, dated June 6, 1995, File No. 33-25485-01.)
10(a)(2) First Amendment, dated October 5, 1995, to the Credit Agreement,
dated as of June 6, 1995, among the Company, Chemical Bank, as
Agent, and the Lenders thereto. (Incorporated herein by reference
to Exhibit 10(a)(3) of Playtex's Annual Report on Form 10-K for
the fiscal year ended December 30, 1995, File No. 33-25485-01.)
10(a)(3) Supplement No. 1, dated as of October 31, 1995, to the
Subsidiaries Guarantee dated June 6, 1995, made by the
Subsidiaries of Playtex signatories thereto in favor of Chemical
Bank as Agent. (Incorporated herein by reference to Exhibit
10(a)(4) of Playtex's Annual Report on Form 10-K for the fiscal
year ended December 30, 1995, File No. 33-25485-01.)
X-3
Exhibit No. Description
- ----------- -----------
10(a)(4) Supplement No. 1, dated October 31, 1995, to Borrower Pledge
Agreement dated as of June 6, 1995, made by Playtex in favor of
Chemical Bank as Agent. (Incorporated herein by reference to
Exhibit 10(a)(5) of Playtex's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995, File No. 33-25485-01.)
10(a)(5) Supplement No. 2, dated October 31, 1995, to Borrower Pledge
Agreement dated as of June 6, 1995, made by Playtex in favor of
Chemical Bank as Agent. (Incorporated herein by reference to
Exhibit 10(a)(6) of Playtex's Annual Report on Form 10-K for the
fiscal year ended December 30, 1995, File No. 33-25485-01.)
10(b) Agreement between Playtex and Chemical Bank for currency swap and
interest rate hedging. (Incorporated herein by reference to
Exhibit 10(b) of Playtex's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, File No. 33-25485-01.)
10(b)(1) Interest Protection Agreement effective July 6, 1995 between
Playtex and Chemical Bank. (Incorporated herein by reference to
Exhibit 10(b)(1) of Playtex's Form 10-Q for the quarter ended July
1, 1995, No. 33-25485-01.)
10(b)(2) Interest Protection Agreement effective July 25, 1995 between
Playtex and Chemical Bank. (Incorporated herein by reference to
Exhibit 10(b)(2) of Playtex's Form 10-Q for the quarter ended July
1, 1995, No. 33-25485-01.)
* 10(b)(3) Interest Protection Agreement effective July 25, 1996 between
Playtex and Chemical Bank.
10(c) Stock Purchase Agreement, dated as of December 28, 1988, among
Playtex Holdings, Inc., Playtex Investment Corp., Playtex Apparel,
Inc. and Playtex Apparel Partners, L.P. (Incorporated herein by
reference to Exhibit 10(b) of Playtex's Annual Report on Form 10-K
for the year ended December 31, 1988, No. 33-25485.)
10(d) Stock Purchase Agreement, dated as of November 26, 1986, among
Playtex Holdings, Inc., Playtex, Inc., and BCI Consumer Products
Corporation. (Incorporated herein by reference to Exhibit 10(c) of
Playtex's Annual Report on Form 10-K for the year ended December
31, 1988, No. 33-25485.)
10(e) Stock Purchase Agreement, dated November 13, 1986, between Playtex
Holdings, Inc. and Revlon Group Incorporated. (Incorporated herein
by reference to Exhibit 10(d) of Playtex's Annual Report on Form
10-K for the year ended December 31, 1988, No. 33-25485.)
X-4
Exhibit No. Description
- ----------- -----------
10(f) Playtex Park Profit-Sharing Retirement Plan and Savings Plan dated
December 12, 1986, as amended January 1, 1989. (Incorporated
herein by reference to Exhibit 10(e) of Playtex's Annual Report on
Form 10-K for the year ended December 30, 1989, No. 33-25485.)
10(g) Deferred Benefit Equalization Plan dated August 15, 1977, as
amended April 15, 1987. (Incorporated herein by reference to
Exhibit 10(e) of Playtex Holding's Annual Report on Form 10-K for
the year ended December 28, 1987, File No. 33-15607.)
10(h) Revised Special Severance Plan dated August 27, 1990.
(Incorporated herein by reference to Exhibit 10(g)(2) of Playtex's
Annual Report on Form 10-K for the year ended December 29, 1990,
File No. 33-25485.)
10(i) Termination Policy for Management Compensation Plan Participants.
(Incorporated herein by reference to Exhibit 10(h)(1) of Playtex's
Annual Report on Form 10-K for the year ended December 30, 1989,
File No. 33- 25485.)
10(j) Playtex Pension Plan effective January 1, 1989. (Incorporated
herein by reference to Exhibit 10(j) of Playtex's Registration
Statement on Form S-1, No. 33-71512.)
10(k) Retirement Plan for Hourly Employees of Tek effective January 1,
1989. (Incorporated herein by reference to Exhibit 10(k) of
Playtex's Registration Statement on Form S-1, No. 33-71512.)
10(l)(1) Playtex Management Incentive Plan for 1996. (Incorporated herein
by reference to Exhibit 10(l)(1) of Playtex's Annual Report on
Form 10-K for the fiscal year ended December 30, 1995, File No.
33-25485-01.
*10(l)(2) Playtex Management Incentive Plan for 1997.
10(m) Consulting Agreement between Family Products and Joel E. Smilow
dated January 30, 1993. (Incorporated herein by reference to
Exhibit 10(m) of Playtex's Registration Statement on Form S-1, No.
33-71512.)
10(n) Form of Management Contribution and Subscription Agreement.
(Incorporated herein by reference to Exhibit 4(d) of Playtex's
Registration Statement on Form S-1, No. 33-25485.)
10(n)(1) First Amendment to the Management Contribution and Subscription
Agreement dated February 23, 1989. (Incorporated herein by
reference to Exhibit 10(c)(1) of Playtex's Annual Report on Form
10-K for the year ended December 30, 1989, No. 33-25485.)
X-5
Exhibit No. Description
- ----------- -----------
10(n)(2) Second Amendment to the Management Contribution and Subscription
Agreement dated November 15, 1989. (Incorporated herein by
reference to Exhibit 10(c)(2) of Playtex's Annual Report on Form
10-K for the year ended December 30, 1989, No. 33-25485.)
10(n)(3) Third Amendment to the Management Contribution and Subscription
Agreement dated August 1, 1990. (Incorporated herein by reference
to Exhibit 10(c)(3) of Playtex's Annual Report on Form 10-K for
the year ended December 29, 1990, No. 33-25485.)
10(n)(4) Fourth Amendment to the Management and Contribution Subscription
Agreement dated January 1, 1992. (Incorporated herein by reference
to Exhibit 10(q)(4) of Playtex's Registration Statement on Form
S-1, No. 33- 71512.)
10(o) Form of Playtex Stock Subscription Agreement. (Incorporated herein
by reference to Exhibit 10(o) of Playtex's Registration Statement
on Form S-1, No. 33-25485.)
10(p) Amended Trademark License Agreement dated November 19, 1991 among
Marketing Corporation, Apparel and Family Products. (Incorporated
herein by reference to Exhibit 10(r) of Playtex's Registration
Statement on Form S- 1, No. 33-43771.)
10(q) Amended Trademark License Agreement dated November 19, 1991 by and
between Apparel and Family Products. (Incorporated herein by
reference to Exhibit 10(s) of Playtex's Registration Statement on
Form S-1, No. 33- 43771.)
10(r) Release Agreement, dated November 5, 1991, between Playtex
Investment Corp. and Playtex Apparel Partners, L.P. (Incorporated
herein by reference to Exhibit 10(gg) of Playtex's Registration
Statement on Form S-1, No. 33- 71512.)
10(s) Playtex 1994 Stock Option Plan for Directors and Executive and Key
Employees. (Incorporated herein by reference to Exhibit 10(hh) of
Playtex's Registration Statement on Form S-1, No. 33-71512.)
10(t)(1) Amendment No. 1 to the 1994 Stock Option Plan. (Incorporated
herein by reference to Exhibit 10.2 of Playtex's Form 8-K, dated
June 6, 1995, File No. 33-25485-01.)
10(u) Agreement with the Personal Products Division of McNeil-PPC, Inc.,
a subsidiary of Johnson & Johnson dated as of October 17, 1994.
(Incorporated herein by reference to Exhibit 10(ii) of Playtex's
Form 10-Q for the quarter ended September 24, 1994, No.
33-25485-01.)
X-6
Exhibit No. Description
- ----------- -----------
10(u)(1) Agreement between Playtex and the Personal Products Division of
McNeil-PPC, Inc., a subsidiary of Johnson & Johnson dated as of
November 15, 1994. (Incorporated herein by reference to Exhibit
10(v)(1) of Playtex's Annual Report on Form 10-K for the fiscal
year ended December 31, 1994, File No. 33-25485-01.)
* 10(u)(2) Agreement between Playtex and McNeil-PPC, Inc., a subsidiary of
Johnson & Johnson dated as of October 31, 1996.
10(v) Agreement between Playtex and Reckitt & Colman, Inc., dated
December 22, 1994. (Incorporated herein by reference to Exhibit
10.1 of Playtex's Form 8- K dated January 4, 1995, No.
33-25485-01.)
10(v)(1) Amendment dated February 16, 1995 to Agreement with Reckitt &
Colman, Inc. (Incorporated herein by reference to Exhibit 10.2 of
Playtex's Form 8- K/A, dated March 6, 1995, No. 33-25485-1.)
10(v)(2) Trademark License Agreements (U.S.) dated as of February 24, 1995
between Playtex and Reckitt & Colman, Inc. (Incorporated herein by
reference to Exhibit 10.3 of Playtex's Form 8-K as amended, dated
January 4, 1995, No. 33-25485-1.)
10(v)(3) Trademark License Agreements (Canada) dated as of February 24,
1995 between Playtex and Reckitt & Colman, Inc. (Incorporated
herein by reference to Exhibit 10.4 of Playtex's Form 8-K as
amended, dated January 4, 1995, No. 33-25485-1.)
10(w) Agreement between Playtex and Richard Green to acquire SmileTote,
Incorporated, dated as of July 15, 1994. (Incorporated herein by
reference to Exhibit 10(x) of Playtex's Annual Report on Form 10-K
for the fiscal year ended December 31, 1994, File No.
33-25485-01.)
10(x) Lease Agreement between Playtex and Stauffer Management Company
dated as of June 3, 1994. (Incorporated herein by reference to
Exhibit 10(y) of Playtex's Annual Report on Form 10-K for the
fiscal year ended December 31, 1994, File No. 33-25485-01.)
10(y) Stock Purchase Agreement dated as of March 17, 1995 between
Playtex and HWH Capital Partners, L.P., HWH Valentine Partners,
L.P. and HWH Surplus Valentine Partners, L.P. (Incorporated herein
by reference to Exhibit 10.1 of Playtex's Form 8-K dated March 17,
1995.)
10(z) Agreement and Plan of Merger between and among Playtex, BBA
Acquisition, Inc. and Banana Boat Holding Corporation, dated as of
October 17, 1995. (Incorporated herein by reference to Exhibit
10.1 of Playtex's Form 8-K dated October 31, 1995, File No.
33-25485-01.)
X-7
Exhibit No. Description
- ----------- -----------
10(aa) Memorandum of Understanding, dated June 21, 1995 with Michael R.
Gallagher, Chief Executive Officer. (Incorporated herein by
reference to Exhibit 10(ab) of Playtex's Annual Report on Form
10-K for the fiscal year ended December 30, 1995, File No.
33-25485-01.)
* 12(a) Statement re-computation of ratios.
* 13 Playtex's 1996 Annual Report to Stockholders
* 22(a) Subsidiaries of Playtex
* 23 Consent of KPMG Peat Marwick LLP
* 27 Financial Data Schedule
- ----------
* Filed herewith
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