UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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)
June 16, 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 2,279,996
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,279,996
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,279,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
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 2,279,996
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,279,996
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,279,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
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 2,279,996
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,279,996
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,279,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
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 2,279,996
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
2,279,996
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,279,996
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
3.78%
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 being filed to report a disposition of 5,575,768
Shares (the "Share Sale") as part of the sale by Childs and the Childs Holders
of 6,000,000 Shares for $79.5 million, pursuant to the Stock Purchase Agreement
described in the prior amendment of this statement. Unless the context requires
otherwise, capitalized terms used herein without definition shall have the
meanings ascribed to such terms in the original filing or prior amendments of
this statement.
Item 4. Purpose of transaction.
John Childs resigned as a director of Playtex effective upon completion
of the Share Sale. Depending upon Childs' continuing review of market
conditions, Childs may (subject to any applicable securities laws) sell all or
any part of its remaining Shares.
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. Interest in securities of the issuer.
(a) Childs currently holds 2,279,996 Shares (constituting approximately
3.78% of the outstanding Shares, based upon 60,296,851 Shares outstanding at May
11, 1998, according to Playtex's Form 10-Q for the quarter ended March 28,
1998). JWC Advisors is the sole general partner of Childs. Associates L.P. is
the sole general partner of JWC Advisors. Associates Inc. is the sole general
partner of Associates L.P. Therefore, JWC Advisors, Associates L.P. and
Associates Inc. have the power to direct the voting and disposition of any
Shares owned or deemed to be beneficially owned by Childs. As a result, JWC
Advisors, Associates L.P. and Associates Inc. may be deemed to beneficially own
any shares of Issuer Common Stock owned or deemed to be beneficially owned by
Childs.
(b) Except as otherwise described in paragraph (a), Childs has the sole
right to vote and direct the disposition of the Shares which are the subject of
this statement.
(c) Other than as may be described in Item 3, no transactions in Shares
have been effected by the Reporting Persons during the past sixty days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of
securities covered by this statement.
<PAGE>
SCHEDULE 13D
CUSIP No. 72813P 10 0 Page 8 of 10 Pages
(e) As a result of the Share Sale, the Reporting Persons ceased to be
beneficial owners of more than five percent of the Shares as of June 16, 1998.
Item 6. Contracts, arrangements, understandings or relationships with respect to
securities of the issuer.
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.
Item 7. 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. First Amended and Restated Registration Rights Agreement*
4. Form of PCH Subscription Agreement*
5. Second Letter Agreement*
6. Stock Purchase 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.
June 19, 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/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice 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/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
J.W. CHILDS ASSOCIATES, L.P.,
By: J.W. CHILDS ASSOCIATES, INC., its general partner
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice President
J.W. CHILDS ASSOCIATES, INC.
By: /s/ Adam L. Suttin
Name: Adam L. Suttin
Title: Vice 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. First Amended and Restated Registration Rights Agreement*
4. Form of PCH Subscription Agreement*
5. Second Letter Agreement*
6. Stock Purchase Agreement*
- ---------
* Previously filed.
