UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 7)*
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)
September 3, 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 [ ].
*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 20
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 2 of 20
- ------------------------------------------------------------------------------
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) [x]
- ------------------------------------------------------------------------------
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 11,949,700**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 11,949,700**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,949,700**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8%**
- ------------------------------------------------------------------------------
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 20
- ------------------------------------------------------------------------------
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) [x]
- ------------------------------------------------------------------------------
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 11,949,700**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 11,949,700**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,949,700**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8%**
- ------------------------------------------------------------------------------
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 20
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON RCBA GP, L.L.C.
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-3303831
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
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 Delaware
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 11,949,700**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 11,949,700**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,949,700**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON OO (Limited Liability Company)
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 5 of 20
- ------------------------------------------------------------------------------
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) [x]
- ------------------------------------------------------------------------------
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 USA
- ------------------------------------------------------------------------------
7. SOLE VOTING POWER -0-
NUMBER OF -----------------------------------------------------------
SHARES 8. SHARED VOTING POWER 11,949,700**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 11,949,700**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,949,700**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON IN
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 6 of 20
- ------------------------------------------------------------------------------
1. NAME OF REPORTING PERSON THE CARPENTERS PENSION TRUST
FOR SOUTHERN CALIFORNIA
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON 94-6042875
- ------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [x]
(b) [x]
- ------------------------------------------------------------------------------
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 11,949,700**
BENEFICIALLY
OWNED BY EACH -----------------------------------------------------------
PERSON WITH 9. SOLE DISPOSITIVE POWER -0-
-----------------------------------------------------------
10. SHARED DISPOSITIVE POWER 11,949,700**
- ------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,949,700**
- ------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES [ ]
- ------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 19.8%**
- ------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON EP
- ------------------------------------------------------------------------------
** See Item 5 below
*SEE INSTRUCTIONS BEFORE FILLING OUT!
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 7 of 20
This Amendment No. 7 amends the Statement on Schedule 13D (the "Schedule 13D")
filed with the Securities and Exchange Commission (the "Commission") on June
22, 1998 by Richard C. Blum & Associates, L.P., a California limited
partnership ("RCBA L.P."); Richard C. Blum & Associates, Inc., a California
corporation ("RCBA Inc."); Richard C. Blum, the Chairman and a substantial
shareholder of RCBA Inc.; and The Carpenters Pension Trust for Southern
California (collectively, and together with RCBA-Playtex, L.P., RCBA GP,
L.L.C. and RCBA Strategic Partners, L.P., the "Reporting Persons"). The
principal executive office and mailing address of the Issuer is 300 Nyala
Farms Road, Westport, CT 06880. This amendment to the Schedule 13D is being
made because the Reporting Persons, as previously described in Amendment No.
6, now include an affiliated entity, RCBA GP, L.L.C. ("RCBA GP"), as defined
below, and the limited partnership for which RCBA GP is the sole general
partner has certain contractual rights with the Issuer, as discussed below.
Unless otherwise defined herein, all capitalized terms shall have the meanings
ascribed to them in the Schedule 13D.
Item 2. Identity and Background
- --------------------------------
Item 2 of the Schedule 13D is hereby amended to include the following
additional information with respect to RCBA GP.
RCBA GP is a Delaware limited liability company whose principal business is
acting as the sole general partner for a limited partnership that has
purchased shares of the Common Stock.
Its principal office is located at 909 Montgomery Street, Suite 400, San
Francisco, CA 94133. The names of the Managing Members and Members of RCBA
GP, their addresses, citizenship and principal occupation are as follows:
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
Richard C. Blum 909 Montgomery St. USA President
Managing Member Suite 400 RCBA L.P.
San Francisco, CA 94133
Nils Colin Lind 909 Montgomery St. Norway Managing Director
Managing Member Suite 400 RCBA L.P.
San Francisco, CA 94133
Jeffrey W. Ubben 909 Montgomery St. USA Managing Director
Managing Member Suite 400 of Investments,
San Francisco, CA 94133 RCBA L.P.
William C. Johnston 909 Montgomery St. USA Managing Director
Managing Member Suite 400 of Investments,
San Francisco, CA 94133 RCBA, L.P.
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 8 of 20
Name and Business Citizen- Principal Occupation
Office Held Address ship or Employment
- -------------------- ----------------------- --------- --------------------
John C. Walker 909 Montgomery St. USA Managing Director
Member Suite 400 of Investments,
San Francisco, CA 94133 RCBA L.P.
Murray A. Indick 909 Montgomery St. USA Managing Director
Member Suite 400 and General Counsel,
San Francisco, CA 94133 RCBA L.P.
George F. Hamel, Jr. 909 Montgomery St. USA Managing Director
Member Suite 400 of Marketing,
San Francisco, CA 94133 RCBA L.P.
Marc T. Scholvinck 909 Montgomery St. USA Managing Director
Member Suite 400 and Chief Financial
San Francisco, CA 94133 Officer, RCBA, L.P.
G. Ben Glass 909 Montgomery St. USA Vice President
Member Suite 400 Investments,
San Francisco, CA 94133 RCBA L.P.
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
- ----------------------------------------------------------
Item 3 of the Schedule 13D is hereby amended to add the following information:
The source of funds for the purchases of securities includes the working
capital of the limited partnership for which RCBA GP is the sole general
partner.
Item 4. Purpose of Transaction
- -------------------------------
Item 4 of the Schedule 13D is hereby amended to add the following additional
information:
Pursuant to the Amended and Restated Stockholders Agreement (the "Amended
Agreement") dated as of September 3, 1998 (attached hereto as Exhibit B and
incorporated by reference herein), the limited partnership for which RCBA GP
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 9 of 20
serves as the sole general partner has become a party to the original
Stockholders Agreement, dated June 1, 1998, and has the right to designate one
director of the Company (subject to the terms and conditions set forth in the
Amended Agreement).
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------
Item 5 of the Schedule 13D is hereby amended as follows:
(a),(b) According to the Issuer's most recent Form 10-Q, there were 60,314,318
shares of Common Stock issued and outstanding as of August 3, 1998. Based on
such information, after taking into account the transactions described in Item
5(c) below, the Reporting Persons report direct holdings of 10,507,700 shares
of the Common Stock on behalf of its clients, which represents 17.4% of the
outstanding shares of the Common Stock.
In addition, because RCBA L.P. has voting and investment power with respect to
1,442,000 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. and RCBA GP. 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 11,949,700 shares of the Common
Stock, which is 19.8% 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. Additionally, Mr. Blum may be deemed to be the beneficial owner of the
securities over which RCBA GP has voting and investment power. 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 and executive officers of RCBA Inc., or managing
members and members of RCBA GP, is, for any purpose, the beneficial owner of
any of the securities that are beneficially owned by RCBA Inc. or RCBA GP,
except to the extent of any pecuniary interest therein.
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 10 of 20
(c) Pursuant to the Amended Agreement, the partnership for which RCBA GP
serves as the sole general partner has purchased the following shares of
Common Stock in the open market:
Price per
Trade Date Shares Share
- ---------- ------ ---------
09-03-98 25,000 $11.9970
09-03-98 166,000 $12.0090
(d) and (e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
- ------------------------------------------------------------------------------
Item 6 of the Schedule 13D is hereby amended as follows:
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, (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 and (iii) agreements
entered into on June 1, 1998 (attached to Amendment No. 5 as Exhibit C) and
September 3, 1998 (attached hereto as Exhibit B).
Item 7. Material to be Filed as Exhibits
- -----------------------------------------
Exhibit A Joint Filing Undertaking
Exhibit B Amended and Restated Stockholders Agreement
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 11 of 20
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
Dated: September 8, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
/s/ Murray A. Indick By Richard C. Blum & Associates, L.P.
- ----------------------------------- its investment advisor
RICHARD C. BLUM
By Murray A. Indick
Attorney-in-Fact By /s/ Murray A. Indick
--------------------------------
RCBA GP, L.L.C. Murray A. Indick
Managing Director
General Counsel
By /s/ Murray A. Indick
-------------------------------
Murray A. Indick, Member
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 12 of 20
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: September 8, 1998
RICHARD C. BLUM & ASSOCIATES, INC. RICHARD C. BLUM & ASSOCIATES, L.P.
By Richard C. Blum & Associates, Inc.
its general partner
By /s/ Murray A. Indick By /s/ Murray A. Indick
------------------------------- -----------------------------------
Murray A. Indick Murray A. Indick
Managing Director, General Managing Director, General Counsel,
Counsel, Chief Administrative Chief Administrative Officer and
Officer and Secretary Secretary
THE CARPENTERS PENSION TRUST FOR
SOUTHERN CALIFORNIA
/s/ Murray A. Indick By Richard C. Blum & Associates, L.P.
- ----------------------------------- its investment advisor
RICHARD C. BLUM
By Murray A. Indick
Attorney-in-Fact By /s/ Murray A. Indick
--------------------------------
RCBA GP, L.L.C. Murray A. Indick
Managing Director
General Counsel
By /s/ Murray A. Indick
-------------------------------
Murray A. Indick, Member
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 13 of 20
EXECUTION COPY
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT
AMENDED AND RESTATED STOCKHOLDERS AGREEMENT (the "Agreement") dated as of
September 3, 1998, between PLAYTEX PRODUCTS, INC., a Delaware corporation (the
"Company"), and RCBA PLAYTEX, L.P., a Delaware limited partnership (the
"Principal Stockholder") and RCBA Strategic Partners, L.P., a Delaware limited
partnership (the "Fund").
RECITALS
WHEREAS, J.W. Childs Equity Partners, L.P. (the "Seller") and the Principal
Stockholder are parties to a Stock Purchase Agreement, dated as of June 1,
1998 (the "Purchase Agreement"), pursuant to which the Principal Stockholder
has purchased from the Seller, an aggregate 6,000,000 shares (the "Purchased
Shares") of common stock of the Company, par value $.01 ("Common Stock"); and
WHEREAS, upon the Closing (as defined in the Purchase Agreement, referred to
herein as the "Effective Date"), the Principal Stockholder held, in aggregate,
11,758,700 shares of the Common Stock (the "Shares");
WHEREAS, subsequent to the Closing, the Fund intends to acquire shares of
Common Stock (the "Fund Shares");
WHEREAS, the Company and the Principal Stockholder are parties to a
Stockholders Agreement dated June 1, 1998 (the "Original Agreement");
WHEREAS, the Company, the Principal Stockholder and the Fund desire that the
Fund become a party to the Original Agreement and that the Original Agreement
be amended as provided in this Agreement;
NOW, THEREFORE, in consideration of the covenants and agreements set forth
herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Definitions. The following terms, whenever used herein, shall have the
following meanings for all purposes of this Agreement.
"1933 Act" means the Securities Act of 1933, as amended, and the rules and
regulations promulgated thereunder.
"1934 Act" means the Securities Exchange Act of 1934, as amended, and the
rules and regulations promulgated thereunder.
An "Affiliate" of, or a person "affiliated" with, a specified Person, means a
Person that directly, or indirectly through one or more intermediaries,
controls, or is controlled by, or is under common control with, the Person
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 14 of 20
specified. The term "control" (including the terms "controlling," "controlled
by" and "under common control with") means the possession, direct or indirect,
of the power to direct or cause the direction of the management and policies
of a person, whether through the ownership of voting securities, by contract,
or otherwise.
"By-Laws" means the by-laws of the Company.
"By-Laws Amendment" means the proposed amendment to the By-Laws in the form
attached as Exhibit A hereto.
"Transfer" or "Transferred" means, in relation to any share of Common Stock,
any sale, assignment, transfer or disposition by gift or otherwise, including
without limitation, any distribution in liquidation or otherwise by a
corporation or partnership; provided, however, that "Transfer" does not mean,
with respect to any such share of Common Stock, any pledge, mortgage,
hypothecation or grant of a security interest therein.
"Person" means any individual, firm, corporation, partnership, limited
liability company or partnership, trust, incorporated or unincorporated
association, joint venture, joint stock company, government (or an agency or
political subdivision thereof) or other entity of any kind, and shall include
any successor (by merger or otherwise) of such entity.
ARTICLE II
DIRECTORS
2.1 Increase in the Size of the Board of Directors. The Company hereby
agrees that it will upon or immediately following the Effective Date (i)
increase the size of its Board of Directors (the "Board") to a number
necessary to effect clause (ii) of this Section 2.1, and (ii) cause two of the
vacancies thus created (or created by resignation) to be filled by Richard C.
Blum and Jeffrey W. Ubben.
2.2 Nomination of Designated Directors. The Company hereby agrees that for
so long as the Principal Stockholder and the Fund own, in the aggregate, at
least 11% of the outstanding shares of Common Stock, the Company will use its
best efforts to ensure that, following any vote for the election of directors
of the Company at a stockholders' meeting or otherwise, two directors (each a
"Designated Director") (one designated by the Principal Stockholder and the
other by the Fund) are members of the Board, provided, that (i) one Designated
Director is either Jeffrey W. Ubben or N. Colin Lind for so long as he is an
employee, officer, director, member or partner of the Principal Stockholder or
any of its Affiliates, (ii) any other Designated Director shall be approved by
a majority of the members of the Board who are either Purchaser Directors (as
defined in the By-Laws) or officers of the Company (which such consent shall
not be unreasonably withheld), and (iii) that the proposed Designated
Directors are nominated in accordance with the By-Laws.
2.3 Stockholder Meeting; Proxy Material; By-Laws Amendment. The Company
shall cause proxies of its stockholders to be solicited, in accordance with
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 15 of 20
the By-Laws and the 1934 Act, for the purpose of voting for the adoption of
the By-Laws Amendment (the "Stockholder Meeting") at the annual meeting of the
Company's stockholders to be held in 1999 (the "Stockholders Meeting"). In
connection with the Stockholders Meeting, the Company: (A) shall prepare and
file with the Securities and Exchange Commission (the "SEC") in accordance
with the 1934 Act an information statement relating to the By-Laws Amendment
(the "Information Statement"), use all reasonable efforts to have the
Information Statement and/or any amendment or supplement thereto cleared by
the SEC and thereafter mail to its stockholders, as promptly as practicable
following such clearance, the Information Statement; (B) shall use its
reasonable best efforts to obtain the necessary approvals by its stockholders
for the adoption of the By-Laws Amendment (unless the Board shall have
determined in good faith, based upon advice of outside counsel, that taking
such actions would be inconsistent with the Board's fiduciary duties under
applicable law); and (C) shall otherwise comply with all legal requirements
applicable to the Stockholders Meeting. The Company shall make available to
the Principal Stockholder prior to the filing thereof with the SEC copies of
the preliminary Information Statement and any amendments or supplements
thereto and shall make any changes therein reasonably requested by the
Principal Stockholder insofar as such changes relate to any matters relating
to the Principal Stockholder.
2.4. Voting for Directors. For so long as the Principal Stockholder and the
Fund own, in the aggregate, at least 11% of the outstanding shares of Common
Stock, each of the Principal Stockholder and the Fund agrees that it shall
vote (and shall cause each of its Affiliates owning, directly or indirectly,
any shares of Common Stock to vote) all the shares of Common Stock owned
directly or indirectly by it or such Affiliate in favor of all the persons
nominated by the Board in accordance with the Amended By-Laws; provided this
Section 2.4 shall terminate upon the tenth anniversary of the Effective Date.
ARTICLE III
TRANSFERS OF SECURITIES
3.1 Restrictions on Transfer of Company Common Stock. The Principal
Stockholder agrees that, from the Effective Date to the date 364 days after
the Effective Date, it shall not (i) Transfer any of the Purchased Shares, by
distribution or otherwise, to any of its shareholders, partners, members or
owners (in each case other than Affiliates), (ii) sell any of the Purchased
Shares pursuant to Rule 144 under the 1933 Act.
3.2 Transfers Subject to Compliance with Securities Laws. After the
Effective Date, no Shares may be Transferred by the Principal Stockholder
(other than pursuant to an effective registration statement under the 1933
Act) unless such Principal Stockholder first delivers to the Company an
opinion of counsel, reasonably satisfactory to the Company, to the effect that
such Transfer is not required to be registered under the 1933 Act.
3.3 Certificates for Shares To Bear Legends. (A) After the Effective Date,
so long as the Purchased Shares are not sold pursuant to an effective
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 16 of 20
registration statement under the 1933 Act or pursuant to Rule 144 under the
1933 Act, the Purchased Shares shall be subject to a stop-transfer order and
the certificates therefor shall bear the following legend by which each holder
thereof shall be bound:
"THE SHARES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED OR SOLD EXCEPT
PURSUANT TO (i) AN EFFECTIVE REGISTRATION STATEMENT UNDER THE SECURITIES ACT
OF 1933, OR (ii) AN APPLICABLE EXEMPTION FROM REGISTRATION THEREUNDER."
(B) So long as the Purchased Shares are subject to the terms and conditions
of Section 3.1, the Purchased Shares shall be subject to a stop-transfer order
and the certificates shall bear the following legend:
"UNTIL JUNE __, 1999, THE SALE OR TRANSFER OF THE SHARES REPRESENTED BY THIS
CERTIFICATE IS FURTHER SUBJECT TO RESTRICTIONS WHICH ARE CONTAINED IN A
STOCKHOLDERS AGREEMENT DATED AS OF JUNE [1], 1998, A COPY OF WHICH IS ON FILE
WITH THE ISSUER OF THESE SHARES AND WILL BE FURNISHED BY THE ISSUER OF THESE
SHARES TO THE STOCKHOLDER ON REQUEST AND WITHOUT CHARGE."
(C) After the termination of the legend requirements of either Section 3.3(A)
or Section 3.3(B), the Company shall, upon the written request of the holders
of the Shares and receipt by the Company of evidence reasonably satisfactory
to it that such requirement has terminated (including, with respect to the
legend required by the Section 3.3(A), a written opinion of counsel), issue
certificates for such Shares that do not bear all or part of the legend
described in Section 3.3(A) or Section 3.3(B), as the case may be, and release
the applicable stop-transfer order.
ARTICLE IV
RESTRICTIONS ON PURCHASE
4.1 Restricted Purchases. From the Effective Date through the fifth
anniversary of the Effective Date, the Principal Stockholder agrees that it
will not, nor will it permit any of its Affiliates to, directly or indirectly,
take any action, including, without limitation, to acquire, offer to acquire,
or agree to acquire, by purchase or otherwise, any shares of Common Stock (or
any options, warrants, convertible securities, or other rights to purchase or
subscribe for Common Stock), if immediately thereafter the number of shares of
Common Stock (including, for this purpose, shares of Common Stock issuable
pursuant to any options, warrants, convertible securities, or other rights to
purchase or subscribe for Common Stock) beneficially owned (within the meaning
of Rule 13d-3 of the Securities Exchange Act of 1934) by the Principal
Stockholder and its Affiliates (including, the Fund) exceeds the sum of (i)
the number of Shares as of the Effective Date (the "Effective Date Shares")
plus (ii) 2,000,000 (in the case of each of clause (i) and (ii), as adjusted
for stock splits, combination of stock, stock dividends or similar
recapitalizations by the Company), provided however that nothing in this
Section 4.1 shall prohibit the Principal Stockholder or any of its Affiliates
from acquiring any Common Stock in accordance with the provisions of Section
4.2 below.
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 17 of 20
4.2 Preemptive Rights
(a) From and after the Effective Date, except as provided below, the Company
shall not issue, sell or transfer or allow any of its subsidiaries to issue,
sell or transfer any Common Stock (or any options, warrants, convertible
securities, or other rights to purchase or subscribe for Common Stock)
(collectively, the "Offered Securities") unless the Principal Stockholder is
offered in writing the right to purchase, at the same price and on the same
terms proposed to be issued and sold, a portion of the Offered Securities (the
"Stated Percentage") equal to the product of (i) the total number of Offered
Securities multiplied by (ii) a fraction, the numerator of which is the lesser
of (x) the number of Effective Date Shares or (y) the number of shares of
Common Stock then owned by the Principal Stockholder and the denominator of
which is the total number of the then outstanding shares of Common Stock,
computed on a fully diluted basis (the "Preemptive Rights"). If the Offered
Securities are being issued in connection with the issuance of any other
securities, or incurrence of any debt, by the Company ("Other Securities or
Debt"), the Principal Stockholder shall be required to purchase its Stated
Percentage of such Other Securities or Debt in order to exercise its
Preemptive Rights. The Principal Stockholder shall have the right, during the
period specified in Section 4.2(b), to accept the offer for any or all of
their portion of the Offered Securities.
(b) If Principal Stockholder does not deliver to the Company written notice
of acceptance of any offer made pursuant to Section 4.2(a) within 10 business
days after the Principal Stockholder's receipt of such offer shall be deemed
to have waived its right to purchase the Offered Securities which are the
subject of such offer (including, if the Offered Securities include
convertible securities, options, or other rights to acquire other securities,
such other securities.)
(c) Section 4.2 (a) shall not apply to (i) the grant of options to purchase
Common Stock, or the issuance of shares of Common Stock, to employees of the
Company or any of its subsidiaries, (ii) shares of Common Stock issuable upon
exercise of any option, warrant, convertible security or other rights to
purchase or subscribe for Common Stock which, in each case, had been issued in
compliance with Section 4.2(a) or under Section 4.2(c)(i), (iii) securities
issued pursuant to any stock split, combination of stock, stock dividend or
other similar stock recapitalization, (iv) shares of Common Stock issued
pursuant to an employee stock option or similar plan, (v) shares of Common
Stock issued in connection with the acquisition of stock or assets or of any
other Person, (vi) shares of Common Stock issued pursuant to any registered
public offering under the 1933 Act, or (vii) any issuance of Offered
Securities occurring after the Principal Shareholder owns less than 11% of the
outstanding shares of Common Stock.
ARTICLE V
MISCELLANEOUS
5.1 Amendment. This Agreement may be altered or amended only with the
consent of the Company, the Principal Stockholder and the Fund.
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 18 of 20
5.2 Specific Performance. The parties recognize that the obligations imposed
on them in this Agreement are special, unique and of extraordinary character,
and that in the event of breach by any party, damages will be an insufficient
remedy; consequently, it is agreed that the parties hereto may have specific
performance (in addition to damages) as a remedy for the enforcement hereof,
without proving damages.
5.3 Assignment. Except as other provided herein, the terms and conditions of
this Agreement shall inure to the benefit of and be binding upon the
respective successors of the parties hereto; provided, however, that this
Agreement may not be assigned by any party without the prior written consent
of the Company and the Principal Stockholder except that the Company may
assign its rights herein to any successor to all or substantially all its
assets (by merger or otherwise). Any assignment of rights hereunder shall be
coupled with the assumption by the assignee of all of the obligations of the
assignor hereunder and shall thereby relieve such assignor of such
obligations. Any purported assignment made in violation of this Section 6.3
shall be void and of no force and effect.
5.4 Notices. Any and all notices, designations, consents, offers,
acceptances, or any other communication provided for herein shall be given in
writing and deemed received when delivered by overnight courier or hand
delivery, or when sent by facsimile transmission which shall be addressed, or
sent, as follows:
If to the Company, to it at:
Playtex Products, Inc.
300 Nyala Farms Road
Westport, Connecticut 06880
Attention: Michael R. Gallagher,
Chief Executive Officer
Telecopier: (203) 341-4260
with a copy to:
Haas Wheat & Partners Incorporated
300 Crescent Court
Suite 700
Dallas, Texas 75201
Attention: Robert B. Haas
Telecopier: (214) 871-8364
and another copy to:
Paul, Weiss, Rifkind, Wharton & Garrison
1285 Avenue of the Americas
New York, New York 10019-6064
Attention: Robert M. Hirsh, Esq.
Telecopier: (212) 373-2159
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 19 of 20
If to the Principal Stockholder or the Fund, to:
Richard C. Blum & Associates, L.P.
909 Montgomery Street, Suite 400
San Francisco, California 94133
Attention: Murray A. Indick, Esq.
Telecopier: (415) 434-3130
With a copy to:
Wilmer, Cutler & Pickering
2445 M Street, N.W.
Washington, D.C. 20037
Attention: Michael R. Klein, Esq
Telecopier: (202) 663-6363
5.5 Counterparts. This Agreement may be executed in one or more counterparts
and each counterpart shall be deemed to be an original and which counterparts
together shall constitute one and the same agreement of the parties hereto.
5.6 Section Headings. Headings contained in this Agreement are inserted only
as a matter of convenience and in no way define, limit or extend the scope or
intent of this Agreement or any provisions hereof.
5.7 Choice of Law. This Agreement shall be governed by the laws of the State
of New York, without regard to principles of conflicts of laws.
5.8 Entire Agreement. This Agreement, the Stock Purchase Agreement and the
Registration Rights Agreement contain the entire understanding of the parties
hereto respecting the subject matter hereof and thereof and supersede all
prior agreements, discussions, and understandings with respect to such subject
matters.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the
day and year first above written.
PLAYTEX PRODUCTS, INC.
By: /s/ Michael F. Goss
------------------------------------
Name:
Title:
RCBA PLAYTEX, L.P.
By: /s/ Jeffrey W. Ubben
------------------------------------
Name:
Title:
CUSIP NO. 72813P-10-0 SCHEDULE 13D Page 20 of 20
RCBA STRATEGIC PARTNERS, L.P.
By: /s/ Jeffrey W. Ubben
------------------------------------
Name:
Title:
FORM OF AMENDMENT TO THE BY-LAWS OF THE COMPANY
A. The existing Section 15(b)B shall be replaced in its entirety to read as
follows:
"(B)From the Effective Date until the earlier of (1) the date upon which the
Principal Stockholder holds, in the aggregate, less than 11% of the
outstanding shares of common stock of the Company or (2) the tenth anniversary
of the Effective Date, two of the Non-Purchaser Directors shall be Designated
Directors, provided, that (1) one Designated Director is either Jeffrey W.
Ubben or N. Colin Lind for so long as he is an employee, officer, director,
member or partner of the Principal Stockholder or any of its Affiliates, and
(2) any other Designated Director shall be approved by a majority of the
members of the Board who are either Purchaser Directors or officers of the
Company, which approval shall not be unreasonably withheld. The "Effective
Date" shall have the meaning given to that term in the Amended and Restated
Stockholders Agreement, dated as of September 3, 1998, among the Company, and
RCBA PLAYTEX, L.P. (the "Principal Stockholder") and RCBA Strategic Partners,
L.P. (the "Fund"). The "Designated Directors" means one Director designated
by the Principal Stockholder and one Director designated by the Fund."
