UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)*
Playtex Products, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 per share
(Title of Class of Securities)
72813P 10 0
(CUSIP Number)
John W. Childs
J.W. Childs Equity Partners, L.P.
One Federal Street
Boston, Massachusetts 02110
(617)753-1100
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 9, 1998
(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 o.
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>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 2 of 10 Pages
- --------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. Childs Equity Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,855,764
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 7,855,764
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,855,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.05%
14 TYPE OF REPORTING PERSON*
PN
- ---------- ---------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 3 of 10 Pages
- --------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. Childs Advisors, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,855,764
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 7,855,764
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,855,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.05%
14 TYPE OF REPORTING PERSON*
PN
- ---------- ---------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 4 of 10 Pages
- --------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. Childs Associates, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,855,764
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 7,855,764
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,855,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.05%
14 TYPE OF REPORTING PERSON*
PN
- ---------- ---------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 5 of 10 Pages
- --------------------- ------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
J.W. Childs Associates, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_|
(b) |X|
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) |_|
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF
SHARES 7,855,764
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH 0
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 7,855,764
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,855,764
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.05%
14 TYPE OF REPORTING PERSON*
CO
- ---------- ---------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 6 of 10 Pages
- --------------------- ------------------
Item 1. Security and issuer.
The class of equity securities to which this statement relates is
Common Stock, $.01 par value per share ("Shares"), of Playtex Products, Inc., a
Delaware corporation ("Playtex"), with principal executive offices at 300 Nyala
Farms Road, Westport, Connecticut 06880.
Item 2. Identify and background.
This amendment is being filed to update the statement filed jointly by
J.W. Childs Equity Partners, L.P. ("Childs"), a Delaware limited partnership,
J.W. Childs Advisors L.P. ("JWC Advisors"), a Delaware limited partnership which
is the general partner of Childs, J.W. Childs Associates, L.P. ("Associates
L.P."), a Delaware limited partnership which is the general partner of JWC
Advisors and J.W. Childs Associates, Inc. ("Associates Inc."), a Delaware
corporation which is the general partner of Associates L.P. Childs, JWC
Advisors, Associates L.P. and Associates Inc. are the "Reporting Persons". The
agreement among the Reporting Persons relating to joint filing of this amendment
was filed as Exhibit 1 to the original statement.
Item 3. Source and amount of funds or other consideration.
This amendment is not being filed to report an acquisition or
disposition of Shares, but instead to report the Letter Agreement described
below, concerning a proposed secondary offering of Shares by Childs and certain
other stockholders party to the Registration Rights Agreement described in the
original filing of this statement (the "Childs Holders").
Item 4. Purpose of transaction.
Childs, on its own behalf and on behalf of the other Childs Holders,
as, and to the extent, provided in the Registration Rights Agreement, has
entered into a letter agreement with Playtex dated April 9, 1998 (the "Letter
Agreement"). Pursuant to the Letter Agreement, Childs and the other Childs
Holders may offer up to approximately 9 million Shares in an underwritten public
offering registered under the Securities Act of 1933, as amended.
Except as set forth in this Item 4, the Reporting Persons do not have
any plans or proposals which would related to or result in:
(a) The acquisition by any person of additional securities of Playtex,
or the disposition of securities of Playtex;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving Playtex or any of its subsidiaries;
(c) A sale or transfer of a material amount of assets of Playtex or any
of its subsidiaries;
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 7 of 10 Pages
- --------------------- ------------------
(d) Any change in the present board of directors or management of
Playtex including any plans or proposals to change the number or terms of
directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend
policy of Playtex;
(f) Any other material change in Playtex's business or corporate
structure;
(g) Changes in Playtex's charter, bylaws or instruments corresponding
thereto or other actions which may impede the acquisition of control of Playtex
by any person;
(h) Causing a class of securities of Playtex to be delisted from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) A class of equity securities of Playtex becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934; or
(j) Any action similar to any of those enumerated above.
Item 5. Contracts, arrangements, understandings or relationships with respect
to securities of the issuer.
Childs, on its own behalf and on behalf of the other Childs Holders,
as, and to the extent, provided in the Registration Rights Agreement, has
entered into the Letter Agreement with Playtex. The Letter Agreement
contemplates the underwritten public offering (the "Public Offering") of up to
approximately 9 million Shares to be sold at a gross price of at least $13.50
per Share. The Letter Agreement also contemplates that Playtex would grant the
underwriters of the Public Offering a standard 15% over-allotment option.
Except as set forth in this statement, as amended, to the best
knowledge of the Reporting Persons, there are no other contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons named in
Item 2 and between such persons and any person with respect to any securities of
Playtex, including but not limited to, transfer or voting of any of the
securities of the Issuer, joint ventures, loan or option arrangements, puts or
calls, guarantees or profits, division of profits or loss, or the giving or
withholding of proxies, or a pledge or contingency the occurrence of which would
give another person voting power over the securities of the Issuer.
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 8 of 10 Pages
- --------------------- ------------------
Item 6. Material to be filed as exhibits.
The following documents are filed as an exhibit to this statement:
1. Joint Filing Agreement*
2. Stockholders Agreement*
3. Registration Rights Agreement*
4. Form of PCH Subscription Agreement*
5. Letter Agreement
- ---------
* Previously filed.
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 9 of 10 Pages
- --------------------- ------------------
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
current.
April 15, 1998
J.W. CHILDS EQUITY PARTNERS, L.P.
By: J.W. CHILDS ADVISORS, L.P., its general partner
By: J.W. CHILDS ASSOCIATES, L.P., its general partner
By: J.W. CHILDS ASSOCIATES, INC., its general partner
By: /s/ John W. Childs
Name: John W. Childs
Title: President
J.W. CHILDS ADVISORS, L.P.,
By: J.W. CHILDS ASSOCIATES, L.P., its general partner
By: J.W. CHILDS ASSOCIATES, INC., its general partner
By: /s/ John W. Childs
Name: John W. Childs
Title: President
J.W. CHILDS ASSOCIATES, L.P.,
By: J.W. CHILDS ASSOCIATES, INC., its general partner
By: /s/ John W. Childs
Name: John W. Childs
Title: President
J.W. CHILDS ASSOCIATES, INC.
By: /s/ John W. Childs
Name: John W. Childs
Title: President
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 10 of 10 Pages
- --------------------- -------------------
EXHIBIT INDEX
Exhibit
1. Joint Filing Agreement*
2. Stockholders Agreement*
3. Registration Rights Agreement*
4. Form of PCH Subscription Agreement*
5. Letter Agreement
- ---------
* Previously filed.
EXHIBIT 5
Playtex Products, Inc.
300 Nyala Farms Road
Westport, Connecticut 06880
April 9, 1998
Mr. John W. Childs
c/o J.W. Childs Equity Partners, L.P.
One Federal Street
Boston, MA 02110
Proposed Secondary Offering of Common Stock
Dear John:
I am writing on behalf of Playtex Products, Inc. (the
"Company") to confirm our recent discussions concerning a proposed registered
secondary offering of common stock of the Company ("Common Stock") to be made on
behalf of J.W. Childs Equity Partners, L.P. (the "Fund").
I understand that the Fund, acting for itself and, as, and to
the extent, provided in the Registration Rights Agreement (the "Registration
Rights Agreement") dated as of January 28, 1998 among the Company, the Fund and
the other stockholders listed therein, also on behalf of each other "Childs
Holder" in its capacity as the "Childs Representative" (each as defined in the
Registration Rights Agreement), would like to sell some or all of the shares of
Common Stock that the Childs Holders received in January 1998 in connection with
the acquisition of Personal Care Holdings, Inc. by the Company (the "PCH
Acquisition Stock") in a public offering in the United States that would be
registered under the Securities Act of 1933, as amended (the "Act"), through
underwriters led by Merrill Lynch, Pierce Fenner & Smith Incorporated (the
"Public Offering"), and to do so as soon as may be practicable.
The Company is willing to undertake the steps necessary to
effect such an offering on the terms and conditions set forth in this letter.
Promptly after your acceptance of this letter, the Company will commence the
preparation of a registration statement covering the Public Offering and will
use its reasonable efforts to file the registration statement with the
Securities and Exchange Commission on or before May 15, 1998.
Provided the registration statement becomes effective, and the
underwriters are willing to offer shares of Common Stock proposed to be sold by
the Childs Holders to the public at a gross price (before underwriting discounts
and commissions) at least equal to $13.50 per share, the Fund and, subject to
the Registration Rights Agreement, each other Childs Holder will sell as many
shares of Common Stock in the Public Offering as Merrill Lynch or another
managing
<PAGE>
2
underwriter of the Public Offering advises can be sold, up to and including 100%
of the shares of the PCH Acquisition Stock held by the Childs Holders.
You confirm that you have received and reviewed the attached
summary term sheet dated today describing the proposed terms and conditions of
the Public Offering and you agree to proceed with the Public Offering on the
basis set forth therein.
The filing of the registration statement by the Company will
be treated as a filing pursuant to a request by the Childs Holders under the
Registration Rights Agreement. In all respects that may be relevant to the
preparation and filing of the registration statement and the conduct of the
Public Offering, the transactions contemplated by this letter shall be treated
as governed by the provisions of the Registration Rights Agreement applicable to
registrations on the request of holders, except as otherwise specifically
provided in this letter. Your and our obligations under this letter agreement
are, and your and our obligations under the agreements governing the Public
Offering will be, conditioned upon the terms of the transactions contemplated by
this letter agreement being in compliance with securities laws, including,
without limitation, the Act and the Investment Company Act of 1940, as amended.
You understand that, concurrently with the Public Offering,
the Company also may be registering for sale under the Act, or facilitating the
sale pursuant to Regulation S under the Act, of additional shares of Common
Stock to be offered by other shareholders (the "Other Shareholders") of the
Company outside the United States (the "International Offering"). In light of
the Company's agreements in this letter, the Childs Holders will not exercise
any right that they may have to sell shares of Common Stock in or otherwise
participate in such International Offering.
Further, you acknowledge that it is a condition of the
Company's obligations under this letter agreement and it will be a condition of
the Company's obligations under the agreements governing the Public Offering
that the Other Shareholders have been able to sell all the shares that they
offer to sell in the International Offering.
Your and our obligations under this letter will terminate if
the registration statement has not been declared effective by July 15, 1998 or
the Public Offering has not been consummated by the fifth business day
thereafter.
If you are in agreement with the foregoing, please indicate as
much by signing in the space provided below and returning a signed copy of this
letter to me. This letter agreement may be signed in counterparts, each of which
when executed shall be deemed to be an original and all of which taken together
shall constitute one agreement.
Sincerely,
<PAGE>
3
PLAYTEX PRODUCTS, INC.
By: /s Robert B. Haas
Robert B. Haas
Chairman of the Board
Accepted and Agreed:
J.W. CHILDS EQUITY PARTNERS, L.P.,
on behalf of the undersigned and each other
Childs Holder (as defined above), as, and to
the extent, provided in the Registration
Rights Agreement (as defined above)
By: J.W. Childs Advisors, L.P., its General
Partner
By: J.W. Childs Associates, L.P., its General
Partner
By: J.W. Childs Associates, Inc.
By /s/ John W. Childs
Name:
Title:
<PAGE>
The Domestic Offering
Proposed Secondary Offering of Common Stock
- --------------------------------------------------------------------------------
Type of Offering: Secondary offering of common stock
Shares Offered<F1>: Approximately 9 million shares
Institutional: 75-80%
Retail: 20-25%
Institutional Pot Economics: 30% pro rata,
70% competitive
Selling Shareholders: J.W. Childs Equity Partners, L.P. and the other
Childs Holders (as provided in the attached letter).
Greenshoe: Standard 15% over-allotment option exercisable
within 30 days. The Company will grant the
underwriters an option to purchase additional shares
to cover over-allotments for the offering.
Lock-up Provision: 90 days. The underwriters can carve out that the
Company may issue shares in connection with an
acquisition prior to the end of the 90 day period.
Any future shares sold in connection with an
acquisition during this lock-up period will be
subject to an additional 90 day lock-up.
Use of Proceeds: Playtex will not receive any proceeds from the sale
of common stock sold in the offering. In the event
that the underwriters exercise the "greenshoe"
option to purchase additional shares to cover over-
allotments, proceeds will be used by the Company
to repay indebtedness.
Roadshow: Approximately 5-8 working days.
Gross Spread: 4.35% - 4.65%.
Expenses: The underwriters have proposed to pay for their
legal fees and out-of-pocket roadshow expenses.
- --------
<F1>Excludes over-allotment options.
<PAGE>
2
Underwriters: Merrill Lynch & Co. will lead manage the domestic
offering. Donaldson, Lufkin & Jenrette, Goldman
Sachs, Morgan Stanley Dean Witter, PaineWebber
Incorporated and Salomon Smith Barney will act as
co-managers.
Syndicate: A small syndicate comprised of 8-10 firms to
provide research support.
