UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
PLAYTEX PRODUCTS, INC.
(Name of Issuer)
Common Stock, Par Value $.01
(Title of Class of Securities)
72813P-10-0
(CUSIP Number)
Murray A. Indick
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, CA 94133
(415) 434-1111
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 3, 1997
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this schedule because of Rule 13d-1(b)(3) or (4), check the following
box [ ].
NOTE: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are
to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
Page 1 of 10
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 2 of 10
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, L.P.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3205364
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,963,300**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,963,300**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,300**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON PN, IA
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 3 of 10
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM & ASSOCIATES, INC.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-2967812
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,963,300**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,963,300**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,300**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON CO
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 4 of 10
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RICHARD C. BLUM
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON ###-##-####
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [ ]
- ------------------------------------------------------------------------------
3. SEC USE ONLY
- ------------------------------------------------------------------------------
4. SOURCE OF FUNDS* See Item 3 below
- ------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
- ------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION California
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 3,963,300**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 3,963,300**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 3,963,300**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.8%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 5 of 10
Item 1. Security and Issuer
- ----------------------------
This Amendment No. 2 to Schedule 13D relates to shares of common stock, par
value $.01 (the "Common Stock") of Playtex Products, Inc., a Delaware
corporation (the "Issuer"). The principal executive office and mailing
address of the Issuer is 300 Nyala Farms Road, Westport, CT 06880.
Item 2. Identity and Background
- --------------------------------
This Schedule 13D is being filed by Richard C. Blum & Associates, L.P., a
California limited partnership ("RCBA L.P."); Richard C. Blum & Associates,
Inc., a California corporation ("RCBA Inc."); and Richard C. Blum, the
Chairman and a substantial shareholder of RCBA Inc. (collectively, the
"Reporting Persons").
RCBA L.P. is a California limited partnership whose principal business is
acting as general partner for investment partnerships and providing investment
advisory and financial consulting services. RCBA L.P. is a registered
investment adviser with the Securities and Exchange Commission and with the
State of California. The sole general partner of RCBA L.P. is RCBA Inc. The
shares of Common Stock were acquired on behalf of RCBA L.P.'s limited
partnership and investment advisory clients.
The principal business office address of RCBA L.P. and RCBA Inc. is 909
Montgomery Street, Suite 400, San Francisco, California 94133. The names of
the executive officers and directors of RCBA Inc., their addresses,
citizenship and principal occupations are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President & Chairman
President, Chairman Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Director
Managing Director Suite 400 RCBA L.P.
and Director San Francisco, CA 94133
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Investments,
of Investments San Francisco, CA 94133 RCBA L.P.
George F. Hamel, Jr. 909 Montgomery St. USA Managing Director
Managing Director Suite 400 of Marketing,
of Marketing San Francisco, CA 94133 RCBA L.P.
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 6 of 10
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Marc T. Scholvinck 909 Montgomery St. USA Managing Director
Managing Director Suite 400 and Chief Financial
and Chief Financial San Francisco, CA 94133 Officer,
Officer RCBA, L.P.
Thomas L. Kempner 40 Wall Street USA Chairman, Loeb
Director New York, NY 10005 Partners Corporation,
Investment Banking
Business
To the best knowledge of the Reporting Persons, none of the entities or
persons identified in this Item 2 has, during the past five years, been
convicted of any criminal proceeding (excluding traffic violations or similar
misdemeanors), nor been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation with respect to such
laws.
Item 3. Source and Amount of Funds or Other Consideration
- ----------------------------------------------------------
The source of funds for the purchases of securities was the working capital of
RCBA L.P.'s limited partnership and investment advisory clients.
Item 4. Purpose of Transaction
- -------------------------------
The Reporting Persons acquired the securities of the Issuer in the ordinary
course of their business, which is an investment business. In the ordinary
course of that business, the Reporting Persons may discuss from time to time
with representatives of the Issuer and with selected shareholders of the
Issuer ideas that the Reporting Persons believe might enhance shareholder
value, including ideas that might, if effected, result in any of the
following: the acquisition by persons of additional securities of the Issuer,
an extraordinary corporate transaction involving the Issuer, and/or changes in
the board of directors or management of the Issuer. Depending upon market
conditions and other factors, the Reporting Persons may acquire additional
securities of the Issuer in the open market, in privately negotiated
transactions or otherwise. Alternatively, depending upon market conditions or
other factors, the Reporting Persons may, from time to time, dispose of some
or all of the securities of the Issuer that they own beneficially.
Other than as set forth in this statement, the Reporting Persons do not have
any present plans or proposals that relate to or would result in any of the
consequences listed in paragraphs (a)-(j) of Schedule 13D, or any agreement
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 7 of 10
regarding such matters, although they may in the future take actions that
would have such consequences.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
(a),(b) According to the Issuer's most recent Form 10-Q, there were 50,915,338
shares of Common Stock issued and outstanding as of May 13, 1997. Based on
such information, after taking into account the transactions described in Item
5(c) below, the Reporting Persons report direct holdings of 3,358,800 shares
of the Common Stock on behalf of its clients, which represents 6.6% of the
outstanding shares of the Common Stock.
In addition, because RCBA L.P. has voting and investment power with respect to
604,500 shares that are legally owned by The Common Fund for the account of
its Equity Fund ("The Common Fund"), those shares are reported as beneficially
owned by RCBA L.P. The Common Fund is principally engaged in the business of
managing investments for educational institutions. The principal
administrative office of The Common Fund is located at 450 Post Road East,
Westport, Connecticut 06881-0909. The Common Fund disclaims membership in a
group with any of the Reporting Persons, and disclaims beneficial ownership of
any shares held by the Reporting Persons.
Voting and investment power concerning the above shares are held solely by
RCBA L.P. The Reporting Persons therefore may be deemed to be members in a
group, in which case each Reporting Person would be deemed to have beneficial
ownership of an aggregate of 3,963,300 shares of the Common Stock, which is
7.8% of the outstanding Common Stock. As the sole general partner of RCBA
L.P., RCBA Inc. is deemed the beneficial owner of the securities over which
RCBA L.P. has voting and investment power. As Chairman, director and a
substantial shareholder of RCBA Inc., Richard C. Blum might be deemed to be
the beneficial owner of the securities beneficially owned by RCBA Inc.
Although Mr. Blum is joining in this Schedule as a Reporting Person, the
filing of this Schedule shall not be construed as an admission that he, or any
of the other shareholders, directors or executive officers of RCBA Inc. is,
for any purpose, the beneficial owner of any of the securities that are
beneficially owned by RCBA Inc.
(c) During the last 60 days, the Reporting Persons purchased the following
shares of Common Stock in the open market:
Trade Date Shares Price/Share
- ---------- ------- -----------
04-30-97 15,000 9.25
05-01-97 50,000 9.25
05-21-97 2,500 9.63
05-22-97 110,000 9.61
05-23-97 5,400 9.50
05-28-97 272,800 9.50
06-02-97 23,100 9.63
06-03-97 38,500 9.63
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 8 of 10
Trade Date Shares Price/Share
- ---------- ------- -----------
06-04-97 7,000 9.63
06-05-97 2,100 9.63
06-06-97 36,400 9.50
06-10-97 40,000 9.47
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
None of the Reporting Persons or, to the best knowledge of the Reporting
Persons, the other persons named in Item 2, is a party to any contract,
arrangement, understanding or relationship with respect to any securities of
the Issuer, including but not limited to the transfer or voting of any
securities of the Issuer, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, except (i) as previously
disclosed, or (ii) as noted above, RCBA L.P. has voting and investment power
of the shares held by it for the benefit of the Common Fund.
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking.
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 9 of 10
SIGNATURES
After reasonable inquiry and to the best or our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: June 11, 1997
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ N. Colin Lind By /s/ N. Colin Lind
------------------------------- -----------------------------------
N. Colin Lind, Managing Director N. Colin Lind, Managing Director
/s/ N. Colin Lind
---------------------------------------
RICHARD C. BLUM
By N. Colin Lind, Attorney-in-Fact
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 10 of 10
Exhibit A
JOINT FILING UNDERTAKING
The undersigned, being duly authorized thereunto, hereby execute this
agreement as an exhibit to this Schedule 13D to evidence the agreement of the
below-named parties, in accordance with the rules promulgated pursuant to the
Securities Exchange Act of 1934, to file this Schedule jointly on behalf of
each such party.
Dated: June 11, 1997
RICHARD C. BLUM & ASSOCIATES, L.P. RICHARD C. BLUM & ASSOCIATES, INC.
By /s/ N. Colin Lind By /s/ N. Colin Lind
------------------------------- -----------------------------------
N. Colin Lind, Managing Director N. Colin Lind, Managing Director
/s/ N. Colin Lind
---------------------------------------
RICHARD C. BLUM
By N. Colin Lind, Attorney-in-Fact
