SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 1997
PLAYTEX PRODUCTS, INC.
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(Exact name of registrant as specified in charter)
Delaware 33-25485-01 51-0312772
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(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
300 Nyala Farms Road, Westport, CT 06880
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (203) 341-4000
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N/A
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
(a) On December 23, 1997, the registrant issued the following news release
on the acquisition of Personal Care Group, Inc.
PLAYTEX PRODUCTS TO ACQUIRE PERSONAL CARE GROUP,
INC. FOR APPROXIMATELY $182 MILLION IN CASH, STOCK
Playtex to add leading consumer product brands to its existing lines
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WESTPORT, CT -- December 23, 1993-- Playtex Products, Inc. (PYX-NYSE) announced
today it has reached a definitive agreement to acquire Personal Care Group,
Inc., owner of some of the nation's leading consumer product brands, including
Wet Ones(M) pre-moistened towelettes, Chubs(M) baby wipes, Ogilvie(M) home
permanent products and Binaca(M) breath spray and drops, from J.W. Childs Equity
Partners, L.P.
Playtex Chairman Robert B. Haas said Playtex will pay approximately
$182 million, consisting of $91 million in cash and 9,257,375 shares of Playtex
common stock.
"We are delighted with the transaction and the structure of the
deal," said Haas. "In light of the fact that 50 percent of the consideration is
in Playtex stock, the acquisition has the added advantage of substantially
improving our overall capitalization and leverage ratios."
Personal Care Group generated net sale of $117.8 million and pro
forma EBITDA (earnings before interest, taxes, depreciation and amortization) of
$23.3 million for the twelve months ended September 30, 1997. In addition to Wet
Ones(M), Chubs(M), Ogilvie(M) and Binaca(M), Personal Care Group also owns Mr.
Bubble(M)
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children's bubble bath products, Diaparene(M) infant care products, Tussy(M)
deodorants, Dorothy Gray(M) skin care products and Better Off(M) depilatories.
J.W. Childs Equity Partners acquired the Personal Care Group from
Reckitt & Colman in April 1996.
"We are acquiring many outstanding brands with strong market
positions," said Michael R. Gallagher, chief executive officer of Playtex. "The
Personal Care Group's products are very compatible with our existing brands at
Playtex and our channels of distribution are nearly identical." Gallagher was
the CEO of Reckitt & Colman, Inc. prior to joining Playtex in 1995 and, as a
result, has had managerial experience with the acquired brands.
"This transaction is expected to be accretive in 1998 and
thereafter, and we anticipate realizing substantial business and operational
synergies from the integration of this business into our existing operations,"
Gallagher said. "For example, we expect to add to our existing momentum in our
Infant Care business with the addition of the Chubs(M), Diaparene(M), and Mr.
Bubble(M) product lines."
Following closing, the selling shareholders will own approximately
15 percent of Playtex Products and Haas Wheat & Partners Incorporated, the
company's largest shareholder, will then own approximately 33 percent of Playtex
common stock. Playtex plans to expand the board of directors from nine to 11
members, adding one nominee from J.W. Childs and Haas Wheat & Partners will
increase its nominees to six directors from five.
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"We are very pleased to join the Playtex family," said John Childs.
"Our Personal Care Group brands will benefit from a larger organization with
excellent distributions channels."
Haas and Gallagher noted that the acquisition is a major milestone
in achieving the company's announced strategy of acquiring $100 million in new
revenues by mid-1998. The strategy was announced at the 1997 Playtex annual
meeting along with an additional goal of acquiring a total of $250 million in
new revenues by mid-1999.
The transaction, which is not subject to any financing contingency
or shareholder approval, is expected to close in early 1998 following regulatory
approval.
Personal Care Group, Inc. is headquartered in Montvale, New Jersey,
with its principal manufacturing facilities in Sidney, Ohio.
Playtex Products is a leading manufacturer and distributor of
personal care products marketed under such brand names as Playtex(M), Banana
Boat(M), Woolite(M), Jhirmack(M) and Tek(M).
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Signatures
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Pursuant to the requirements 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.
Date: December 23, 1997
PLAYTEX PRODUCTS, INC.
By: /s/ Michael F. Goss
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Michael F. Goss
Executive Vice President & Chief Financial Officer
