SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Rule 13d-1)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. 1)
Playtex Products, Inc.
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
72813P100
---------
(CUSIP Number)
Tami E. Nason, Esq. COPY TO: Christopher A. Klem, Esq.
Charlesbank Capital Partners, LLC Ropes & Gray
600 Atlantic Avenue One International Place
Boston, MA 02210 Boston, MA 02110
(617) 619-5400 (617) 951-7410
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 28, 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(e), 13d-1(f) or 13d-1(g), check the following
box.
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 72813P100 | | Page 2 of 5 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSON |
| | S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON |
| | Phemus Corporation |
| | |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] |
| | (b) [X] |
|---------|------------------------------------------------------------------|
| 3 | SEC USE ONLY |
| | |
|---------|------------------------------------------------------------------|
| 4 | SOURCE OF FUNDS* |
| | WC |
| | |
|---------|------------------------------------------------------------------|
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED |
| | PURSUANT TO ITEMS 2(d) OR 2(e) [ ] |
|---------|------------------------------------------------------------------|
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION |
| | Massachusetts |
| | |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | ---- |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 2,915,963 shares |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | ---- |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | ---- |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 2,915,963 shares |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [X] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 4.8% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON * |
| | CO |
| | |
|----------------------------------------------------------------------------|
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
------------
Playtex Products, Inc.
----------------------
Amendment No. 1
This Amendment No. 1 hereby amends the initial Schedule 13D filed on
June 6, 1995.
Item 5. Interest in Securities of the Issuer.
-------------------------------------
Paragraphs (a), (b), (c) and (e) of Item 5 are amended in their entirety
to read as follows:
(a), (b) Phemus is the beneficial owner of 2,915,963 shares of Common
Stock (approximately 4.8% of the shares of Common Stock based upon the most
recent filing of the Issuer with the Securities and Exchange Commission). Phemus
has shared power to vote and, under certain limited future circumstances, to
dispose of such shares to which this Statement relates.
In addition, as a result of the voting arrangement between Phemus and
HWH Valentine, L.P., Phemus may be deemed pursuant to Rule 13d-5(b)(1) to be a
member of a "group" with HWH Valentine, L.P. Under Rule 13d-5(b)(1), the group
is deemed to have acquired beneficial ownership of all of the equity securities
of the Issuer that are beneficially owned by the other members of the group.
However, Phemus disclaims beneficial ownership of the Common Stock beneficially
owned by HWH Valentine, L.P., other than the shares reported in this Statement
as beneficially owned by Phemus.
To the best of Phemus' knowledge and belief, none of the executive
officers or directors of Phemus beneficially owns any shares of the Common Stock
of the Issuer.
(c) Not applicable.
(e) This statement is being filed to report the fact that as of January
28, 1998, Phemus ceased to be a beneficial owner of more than five percent of
the Common Stock of the Issuer, as a result of the issuance by the Issuer of
9,257,375 shares of Common Stock to a third party unrelated to Phemus.
Page 3 of 5 Pages
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Exhibit A is hereby amended to read in its entirety as follows:
EXHIBIT A
---------
Directors and Executive Officers
--------------------------------
The names of the directors and executive officers and their business
addresses and present principal occupation or employment are set forth below. If
no business address is given, such director's or executive officer's business
address is c/o Charlesbank Capital Partners, LLC, 600 Atlantic Avenue, 26th
Floor, Boston, Massachusetts 02210.
I. Directors of Phemus Corporation
-------------------------------
Present Principal
Name Occupation
---- ----------
Michael R. Eisenson President and Chief Executive Officer,
Charlesbank Capital Partners, LLC
Jack R. Meyer President,
Harvard Management Company, Inc.
[Position Vacant]
II. Executive Officers of Phemus Corporation
----------------------------------------
Office/Position
Name with Phemus
---- -----------
Michael R. Eisenson President
Tim R. Palmer Vice President
Michael Thonis Vice President
[Position Vacant] Treasurer
Tami E. Nason Clerk
Page 4 of 5 Pages
<PAGE>
Signature
---------
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: July 20, 1998
PHEMUS CORPORATION
By: /s/ Tami E. Nason
-----------------
Name: Tami E. Nason
Title: Authorized Signatory
Page 5 of 5 Pages
