UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Playtex Products, Inc.
(Name of Issuer)
Common Stock
(Title or Class of Securities)
72813P 10 0
(CUSIP Number)
Check the following box if a fee is being paid with this
statement [ ].
CUSIP No. 72813P 10 0
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(1) Names of Reporting Persons
S. S. or I. R. S. Identification Nos. of Above Persons
Thomas H. Lee
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of (5) Sole Voting Power 1,361,951
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Reporting (7) Sole Dispositive Power 1,361,951
Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,361,951
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) X
(11) Percent of Class Represented by Amount in Row (9) 2.7%
(12) Type of Reporting Person (See Instructions) IN
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Item 1(a) Name of Issuer:
Playtex Products, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
300 Nyala Farms Road,
Westport, Connecticut 06880
Item 2(a) Name of Person Filing:
Thomas H. Lee.
Item 2(b) Address of Principal Business Office or, if none, Residence:
Thomas H. Lee: 75 State Street, Boston, MA 02109
Fund: World Financial Center, South Tower,
New York, NY 10080
Fund II: World Financial Center, South Tower,
New York, NY 10080
Retirement Fund: World Financial Center, South Tower,
New York, NY 10080
Item 2(c) Citizenship:
Thomas H. Lee: United States
Fund: Delaware
Fund II: Delaware
Retirement Fund: Delaware
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
72813P 10 0
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Item 3 If Statement filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer
(b) [ ] Bank
(c) [ ] Insurance Company
(d) [ ] Investment Company
(e) [ ] Investment Adviser
(f) [ ] Employee Benefit Plan, Pension Fund or Endowment Fund
(g) [ ] Parent Holding Company
(h) [ ] Group
NOT APPLICABLE
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1996, Mr. Lee beneficially owned 1,361,951 shares of the
Issuer's Common Stock. The State Street Bank and Trust Company of Connecticut,
National Association, not personally, but solely as Trustee under a Trust
Agreement, dated as of September 29, 1989, as amended, and known as the 1989
Thomas H. Lee Nominee Trust (the "1989 Thomas H. Lee Nominee Trust") is the
record holder of shares listed above as being beneficially owned by Thomas H.
Lee. The 1989 Thomas H. Lee Nominee Trust is controlled by its sole beneficiary,
the 1989 Thomas H. Lee Nominee Trust Limited Partnership, of which Mr. Lee is
General Partner.
Mr. Lee may also be deemed to beneficially own shares pursuant to his position
as settlor of two irrevocable trusts (the "Irrevocable Trusts") which hold in
the aggregate 41,014 shares of Common Stock. Mr. Lee disclaims beneficial
ownership of such shares.
In addition, Mr. Lee may be deemed to beneficially own (i) 1,406,204 shares of
Common Stock as a result of the relationship between Mr. Lee and the ML-Lee
Acquisition Fund, L.P. (the "Fund"); (ii) 343,726 shares of Common Stock as a
result of the relationship between Mr. Lee and the ML-Lee Acquisition Fund II,
L.P. (the "Fund II"); and (iii) 183,560 shares of Common Stock as a result of
the relationship between Mr. Lee and the ML-Lee Acquisition
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Fund (Retirement Accounts) II, L.P. (the "Retirement Fund"). Mr. Lee is a
general partner of and controls the investment advisors to the Fund, the Fund
II and the Retirement Fund. Mr. Lee disclaims such beneficial ownership.
Each of the Fund, the Retirement Fund, Fund II and the Irrevocable Trusts could
be deemed to be beneficial owners of the shares of Common Stock held by certain
other stockholders who are parties to a certain Stockholders Agreement, as
described below in paragraph (c) of this Item 4.
(b) Percent of Class:
Mr. Lee beneficially owns 2.7% of the Common Stock. In addition, Mr. Lee could
be deemed to be a beneficial owner, for purposes of this Schedule 13G, of the
1,974,504 shares of Common Stock held by the Fund, Fund II, the Retirement Fund,
and the Irrevocable Trusts; beneficial ownership of such shares would constitute
beneficial ownership of approximately 6.6% of the Issuer's Common Stock.
(c) Description of Beneficial Ownership:
The Fund, Fund II, the Retirement Fund, the Irrevocable Trusts and Mr. Lee are
parties to a certain Stockholders Agreement, dated as of November 5, 1991, as
amended (the "Stockholders Agreement") with certain stockholders of the Issuer
as listed on Annex A hereto (the "Other Stockholders"), pursuant to which all of
the parties to the Stockholders Agreement are required to vote their shares to
elect certain directors designated by parties to the Stockholders Agreement.
Each of the Fund, Fund II, the Retirement Fund, the Irrevocable Trusts and Mr.
Lee may be deemed to be part of a group with the Other Stockholders, though each
of the Fund, Fund II, the Retirement Fund, the Irrevocable Trusts and Mr. Lee
disclaim the existence of any such group.
Mr. Lee has the sole power to vote or to direct the vote of 1,361,951 shares
and the sole power to dispose or to direct the disposition of 1,361,951 shares.
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:
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Not Applicable.
Item 8 Identification and Classification of Members of the Group:
As described in Item 4 above, the Fund, the Retirement Fund, the
Irrevocable Trusts and Fund II may each be deemed to be members
of a group with the Other Stockholders under Section 13d of the
Securities Exchange Act of 1934, as amended. Each of the Fund,
the Retirement Fund, the Irrevocable Trusts and Fund II
disclaims the existence of any such group. The Other
Stockholders are listed on Annex A hereto.
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
Not Applicable.
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Signature
After reasonably 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.
/s/Thomas H. Lee
Thomas H. Lee
Dated: February 19, 1997
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ANNEX A
PLAYTEX PRODUCTS, INC.
Holder
ML-Lee Acquisition Fund, L.P.
ML-Lee Acquisition Fund II, L.P.
ML-Lee Acquisition Fund
State Street Bank & Trust Company,
not individually, but solely as Trustee
for the 1989 Thomas H. Lee Nominee
Trust
David V. Harkins
Glenn H. Hutchins
Scott A. Schoen
C. Hunter Boll
Steven G. Segal
Wendy L. Masler
The Stephen Zachary
Lee 1988 Irrevocable Trust
The Robert Schiff
Lee 1988 Irrevocable Trust
Richard S. Childs, Jr.
James E. Childs
Jenny C. Preston
John W. Childs
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Thomas R. Shepherd
Joel E. Smilow
Hercules P. Sotos
Calvin J. Gauss
James S. Cook
Joel C. Coleman
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