PLAYTEX PRODUCTS INC, S-3/A, 1998-04-23

PLAYTEX PRODUCTS INC
S-3/A, 1998-04-23
APPAREL & OTHER FINISHD PRODS OF FABRICS & SIMILAR MATL

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<PAGE>

AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON APRIL 23, 1998.

REGISTRATION NO. 333--50099

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------

AMENDMENT NO. 1
TO

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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PLAYTEX PRODUCTS, INC.
(Exact name of registrant as specified in its charter)

<TABLE>
<S> <C>
DELAWARE 51-0312772
(State or other (I.R.S. Employer
jurisdiction of incorporation) Identification No.)
</TABLE>

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300 NYALA FARMS ROAD
WESTPORT, CONNECTICUT 06880
(203) 341-4000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
------------------------------

PAUL E. YESTRUMSKAS, ESQ.
VICE PRESIDENT, GENERAL COUNSEL AND SECRETARY
300 NYALA FARMS ROAD
WESTPORT, CONNECTICUT 06880
(203) 341-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

Copies to:

<TABLE>
<S> <C>
MITCHELL S. FISHMAN, ESQ. ROBERT EVANS III, ESQ.
PAUL, WEISS, RIFKIND, WHARTON & GARRISON SHEARMAN & STERLING
1285 AVENUE OF THE AMERICAS 599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10019 NEW YORK, NEW YORK 10022
(212) 373-3000 (212) 848-4000
</TABLE>

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as
practicable after the effective date of this Registration Statement.

If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box: / /

If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 of the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box: / /

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering: / /

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering: / /

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box: / /

------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(A),
MAY DETERMINE.

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<PAGE>
EXPLANATORY NOTE

This Registration Statement contains a preliminary prospectus relating to a
public offering of Common Stock of Playtex Products, Inc. in the United States
and Canada (the "U.S. Offering"), together with separate preliminary prospectus
pages relating to a concurrent public offering of Common Stock outside the
United States and Canada (the "International Offering"). The complete
preliminary prospectus for the U.S. Offering follows immediately after this
Explanatory Note. After such preliminary prospectus are the following alternate
pages for the preliminary prospectus for the International Offering: a front
cover page, page 7 of the Prospectus Summary, a "Use of Proceeds" section, a
"Principal and Selling Stockholders" section, a "Certain United States Federal
Tax Consequences for Non-United States Holders" section, an "Underwriting"
section, a "Legal Matters" section, an "Experts" section, an "Available
Information" section, an "Incorporation of Certain Documents by Reference"
section and a back cover page. Each such page has been labeled "Alternate Page
for International Prospectus." All other pages of the preliminary prospectus for
the U.S. Offering are to be used for both the U.S. Offering and the
International Offering.
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.
<PAGE>
PROSPECTUS

SUBJECT TO COMPLETION
PRELIMINARY PROSPECTUS DATED APRIL 23, 1998

9,257,345 SHARES

[LOGO]

PLAYTEX PRODUCTS, INC.

COMMON STOCK

All of the 9,257,345 shares of common stock, par value $.01 per share (the
"Common Stock"), of Playtex Products, Inc., a Delaware corporation (the
"Company" or "Playtex"), offered hereby are being sold by certain stockholders
of the Company (the "U.S. Selling Stockholders") and are offered for sale
initially in the United States and Canada by the U.S. Underwriters (the "U.S.
Offering"). The Company will not receive any of the proceeds from the sale of
the shares by the U.S. Selling Stockholders. See "Principal and Selling
Stockholders."

Concurrently with the U.S. Offering, other stockholders (the "International
Selling Stockholders") of the Company are offering to sell 4,026,701 shares of
the Common Stock of the Company outside the United States and Canada (the
"International Offering") through a separate group of underwriters (the
"International Managers"). Pursuant to agreements between the U.S. Selling
Stockholders and the Company and the International Selling Stockholders and the
Company, the consummation of the U.S. Offering is contingent upon the
consummation of the International Offering. However, the consummation of the
International Offering is not contingent upon the consummation of the U.S.
Offering.

The Common Stock is listed on the New York Stock Exchange ("NYSE") under the
symbol "PYX." On April 21, 1998, the last reported sale price of the Common
Stock on the NYSE was $15 1/4 per share.

SEE "RISK FACTORS" (BEGINNING ON PAGE 8) FOR A DISCUSSION OF CERTAIN FACTORS
WHICH SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.
---------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
PROCEEDS TO
PRICE TO UNDERWRITING U.S. SELLING
PUBLIC DISCOUNT(1) STOCKHOLDERS(2)
<S> <C> <C> <C>
Per Share...................................................... $ $ $
Total(3)....................................................... $ $ $
</TABLE>

(1) The Company and the U.S. Selling Stockholders have agreed to indemnify the
several U.S. Underwriters against certain liabilities, including certain
liabilities under the Securities Act of 1933, as amended. See
"Underwriting."

(2) The expenses of the U.S. Offering, estimated to be $440,000, will be paid by
the Company except for the fees of legal counsel to the U.S. Selling
Stockholders, which will be paid by such selling stockholders.

(3) The Company has granted to the U.S. Underwriters an option, exercisable
within 30 days after the date hereof, to purchase up to an additional
1,992,607 shares of Common Stock to cover over-allotments, if any. If all
such additional shares are purchased, the total Price to Public,
Underwriting Discount and Proceeds to the Company will be $ , $
and $ , respectively, and the proceeds to the U.S. Selling Stockholders
would be unchanged. See "Underwriting."

The shares of Common Stock are offered by the several U.S. Underwriters,
subject to prior sale, when, as and if delivered to and accepted by them, and
subject to the approval of certain legal matters by counsel for the U.S.
Underwriters and certain other conditions. The U.S. Underwriters reserve the
right to withdraw, cancel or modify such offer and to reject orders in whole or
in part. It is expected that delivery of the shares of Common Stock will be made
in New York, New York on or about , 1998.

MERRILL LYNCH & CO.

DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

GOLDMAN, SACHS & CO.

MORGAN STANLEY DEAN WITTER

PAINEWEBBER INCORPORATED

SALOMON SMITH BARNEY

The date of this Prospectus is , 1998.
<PAGE>

Group photo of Infant Care products

Certain persons participating in this offering may engage in transactions
that stabilize, maintain or otherwise affect the price of the Common Stock. Such
transactions may include stabilizing and the purchase of Common Stock to cover
syndicate short positions. For a description of these activities, see
"Underwriting."

TRADEMARKS

The Company owns or has the proprietary rights to trademarks for ACTION
SPORT-TM-, AVANCE-TM-, BANANA BOAT-REGISTERED TRADEMARK-, BETTER
OFF-REGISTERED TRADEMARK-, BINACA-REGISTERED TRADEMARK-,
BINKY-REGISTERED TRADEMARK-, BIOSUN-TM-, BITE BLOCK-TM-,
CHERUBS-REGISTERED TRADEMARK-, CHUBS-REGISTERED TRADEMARK-,
COMFORTFLOW-REGISTERED TRADEMARK-, COOLSTRAW-TM-, DENTAX-REGISTERED TRADEMARK-,
DIAPARENE-REGISTERED TRADEMARK-, DOROTHY GRAY-REGISTERED TRADEMARK-,
DROP-INS-REGISTERED TRADEMARK-, EAZY-FEED-TM-, GENTLE
GLIDE-REGISTERED TRADEMARK-, GET ON THE BOAT-REGISTERED TRADEMARK-,
HEATCARE-TM-, JHIRMACK-REGISTERED TRADEMARK-, LIVING-REGISTERED TRADEMARK-,
LUNCHKINS-TM-, MOST LIKE MOTHER-REGISTERED TRADEMARK-, MR.
BUBBLE-REGISTERED TRADEMARK-, NATURAL ACTION-REGISTERED TRADEMARK-,
OGILVIE-REGISTERED TRADEMARK-, PLAYTEX-REGISTERED TRADEMARK-,
PORTABLES-REGISTERED TRADEMARK-, QUIKBLOK-TM-, QUICKSTRAW-TM-, SAFE 'N SURE-TM-,
SILK GLIDE-REGISTERED TRADEMARK-, SLIMFITS-TM-, SOFT
COMFORT-REGISTERED TRADEMARK-, SPILL- PROOF-TM-, TAN
EXPRESS-REGISTERED TRADEMARK-, TEK-REGISTERED TRADEMARK-,
TUSSY-REGISTERED TRADEMARK-, WET ONES-REGISTERED TRADEMARK-, WET ONES
HANDSAVER-REGISTERED TRADEMARK- AND WET ONES SINGLES-TM-. The Company also owns
a royalty-free license in perpetuity to the WOOLITE-Registered Trademark-
trademark for rug and upholstery cleaning products in the United States and
Canada. This Prospectus also contains product names, trademarks and trade names
of other companies.

<PAGE>

Group photo of Feminine Care products:

<PAGE>

Group photo of Sun Care products

<PAGE>

Group photo of Household and Personal Grooming products

<PAGE>
PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO, AND
SHOULD BE READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND FINANCIAL
STATEMENTS, INCLUDING THE NOTES THERETO, APPEARING ELSEWHERE IN THIS PROSPECTUS.
UNLESS OTHERWISE NOTED, ALL INFORMATION IN THIS PROSPECTUS ASSUMES NO EXERCISE
OF THE OVER-ALLOTMENT OPTION GRANTED BY THE COMPANY TO THE U.S. UNDERWRITERS.
UNLESS OTHERWISE INDICATED THE SOURCE OF ALL MARKET SHARE AND CATEGORY GROWTH
DATA IN THIS PROSPECTUS IS AC NIELSEN CORPORATION, AND SUCH DATA INCLUDES DATA
REPORTED BY FOOD STORES, DRUG STORES AND MASS MERCHANDISERS. UNLESS THE CONTEXT
INDICATES OR OTHERWISE REQUIRES, REFERENCES IN THIS PROSPECTUS TO "PLAYTEX" OR
THE "COMPANY" ARE TO PLAYTEX PRODUCTS, INC. AND ITS SUBSIDIARIES ON A
CONSOLIDATED BASIS, AND REFERENCES TO THE BUSINESS OF THE COMPANY INCLUDE (I)
THE BUSINESS OF PERSONAL CARE HOLDINGS, INC., (II) THE BUSINESS OF CAREWELL
INDUSTRIES, INC. AND (III) THE PACIFIER BUSINESS OF BINKY-GRIPTIGHT, INC., EACH
OF WHICH WAS ACQUIRED BY PLAYTEX IN JANUARY 1998.

BALANCE SHEET DATA AT DECEMBER 27, 1997 IDENTIFIED IN THIS PROSPECTUS AS
"PRO FORMA" IS UNAUDITED AND GIVES EFFECT TO THE THREE ACQUISITIONS BY THE
COMPANY IN JANUARY 1998 AS IF THEY HAD OCCURRED ON DECEMBER 27, 1997, WHICH WAS
THE LAST DAY OF THE COMPANY'S 1997 FISCAL YEAR. STATEMENT OF OPERATIONS DATA
IDENTIFIED IN THIS PROSPECTUS AS "PRO FORMA" ARE UNAUDITED AND GIVE EFFECT TO
SUCH ACQUISITIONS AND THE COMPANY'S JULY 1997 REFINANCING OF ITS SENIOR
INDEBTEDNESS (THE "1997 REFINANCING") AS IF THEY HAD OCCURRED ON DECEMBER 29,
1996, THE FIRST DAY OF THE COMPANY'S 1997 FISCAL YEAR. PRO FORMA FINANCIAL DATA
ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE CONSIDERED
INDICATIVE OF THE FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF THE COMPANY IF
SUCH TRANSACTIONS HAD BEEN CONSUMMATED ON THE DATES INDICATED OR OF THE
FINANCIAL CONDITION OR RESULTS OF OPERATIONS OF THE COMPANY AT ANY FUTURE DATE
OR FOR ANY FUTURE PERIOD. SEE "PRO FORMA CONSOLIDATED FINANCIAL DATA." THE PRO
FORMA ADJUSTMENTS DO NOT GIVE EFFECT TO CONSOLIDATION SAVINGS OR OTHER CHANGES
IN REVENUE OR OTHER COSTS OF THE ACQUIRED COMPANIES THAT MAY OCCUR SUBSEQUENT TO
THEIR ACQUISITION BY THE COMPANY.

THE COMPANY

The Company is a leading manufacturer and marketer of a diversified line of
well-recognized branded consumer products, including PLAYTEX Infant Care
products, PLAYTEX tampons, BANANA BOAT Sun Care products, PLAYTEX household
latex gloves and WOOLITE rug and upholstery cleaning products. Through the
acquisitions of Personal Care Holdings, Inc. ("PCH"), Carewell Industries, Inc.
("Carewell") and the pacifier business of Binky-Griptight, Inc. ("Binky" and,
collectively with PCH and Carewell, the "Acquisitions") in January 1998, the
Company acquired a number of additional widely-recognized branded consumer
products to further strengthen its product lines, including CHUBS baby wipes,
WET ONES pre-moistened towelettes, BINKY pacifiers, MR. BUBBLE children's bubble
bath products, BINACA breath spray and drops, OGILVIE home permanent products
and DENTAX oral care products. For the twelve months ended December 27, 1997,
the Company generated net sales and EBITDA (as defined) of $500.6 million and
$120.1 million, respectively. On a Pro Forma basis, the Company would have
generated net sales of $635.5 million and EBITDA of $134.8 million during the
same period.

The following table sets forth the Company's principal product lines,
primary brand names making up each of these product lines on a Pro Forma basis
and certain related data for 1997 on an actual and Pro Forma basis:

<TABLE>
<CAPTION>
1997 ACTUAL 1997 PRO FORMA
------------------------------ ----------------------------
<S> <C> <C> <C> <C> <C>
NET SALES PERCENT OF NET SALES PERCENT OF
PRODUCT LINE PRIMARY BRAND NAMES (IN MILLIONS) NET SALES (IN MILLIONS) NET SALES
- -------------------------- ---------------------------------- ------------- --------------- ------------- -------------
Infant Care............... PLAYTEX, CHUBS, WET ONES, MR. $ 124.0 25% $ 212.6 33%
BUBBLE, BINKY
Feminine Care............. PLAYTEX 201.5 40 201.5 32
Sun Care.................. BANANA BOAT, BIOSUN 95.7 19 95.7 15
Personal Grooming......... OGILVIE, BINACA, JHIRMACK, TEK, 24.1 5 70.4 11
DENTAX
Household Products........ PLAYTEX, WOOLITE 55.3 11 55.3 9
------ --- ------ ---
Total..................... $ 500.6 100% $ 635.5 100%
------ --- ------ ---
------ --- ------ ---
</TABLE>

1
<PAGE>
COMPETITIVE STRENGTHS

The Company believes it is distinguished by the following competitive
strengths:

BALANCED PORTFOLIO OF CONSUMER BUSINESSES. As a result of internal growth
and five acquisitions since 1994, the Company has built a balanced portfolio of
diversified consumer businesses, thereby reducing its dependence on any single
category. Infant Care is now the Company's single largest business with 33% of
Pro Forma net sales, followed by Feminine Care with 32% and Sun Care with 15%.
In 1994, Feminine Care accounted for 54% of net sales, while Infant Care
accounted for only 16% of net sales and Sun Care accounted for 10% of net sales.
The Company expects Feminine Care to continue to constitute a smaller component
of its overall business as a result of anticipated above-average growth in
Infant Care and Sun Care and further acquisitions in its non-Feminine Care
businesses.

EXCEPTIONAL CONSUMER FRANCHISES IN ATTRACTIVE CATEGORIES. The Company's
primary brand names are well-known and respected by both consumers and retailers
for their high product quality. In addition, the Company believes that the core
categories in which it competes are inherently attractive. The infant care
category has grown at a compound annual rate of 7% since 1994 primarily due to
the introduction of new products to the category. The sun care category has
grown at a compound annual rate of 8% since 1994 due primarily to increased
consumer awareness of the importance of sun protection. Further, the Company
believes that both the infant care and sun care categories are consolidating and
that this consolidation favors market leaders, such as the Company, with
marketing expertise, broad product lines and national distribution. The feminine
care category is characterized by slow but steady growth, a high degree of
customer brand loyalty and a relatively low sensitivity to economic cycles.

CONSUMER-FOCUSED PRODUCT INNOVATION. The Company devotes significant
resources and attention to product innovation and consumer research to develop
products which offer new and distinctive benefits to its consumers. This product
innovation has enabled the Company to increase its net sales and market share in
both the infant care and sun care categories. In the Infant Care business, the
Company's net sales grew at a compound annual rate of 17% between 1994 and 1997,
while its dollar market share increased from 30% to 39% over the same period. In
the Sun Care business, the Company's net sales grew at a compound annual rate of
25% between 1994 and 1997 and its unit market share increased from approximately
16% in 1994 to 20% in 1997.

WELL-ESTABLISHED DISTRIBUTION CHANNELS. The Company's products are
distributed in virtually every major food chain, drug chain, mass merchandiser
and price club in the United States through a combination of direct sales
personnel and independent brokers. This depth and breadth of distribution
permits the Company to rapidly introduce new products and to quickly realize
synergies in integrating acquired product lines. To further enhance its
relationship with its retailers, the Company is focusing sales and marketing
efforts on category management programs. In these programs, the Company works
with retailers to increase category sales and profitability through detailed
analysis of consumer buying habits and improved merchandising techniques. The
Company believes that such programs strengthen the relationship between the
Company and the retailer and increase the Company's sales.

STRONG AND STABLE CASH FLOWS. The strength of the Company's consumer
franchise and brand names is reflected in its consistently strong cash flows and
operating margins. These characteristics, together with relatively low levels of
capital expenditures, provide the Company with financial flexibility to
implement its growth strategy. In addition, the Company benefits from operating
and financial leverage. Given the predominantly fixed nature of the Company's
depreciation, amortization and interest expense, relatively small increases in
sales translate into disproportionately large increases in earnings per share.

2
<PAGE>
GROWTH STRATEGY

In 1995, partnerships managed by Haas Wheat & Partners Incorporated ("Haas
Wheat"), a private investment firm, invested $180 million in the Company. The
proceeds of the equity investment were used by the Company to reduce bank debt
and increase its operating and financial flexibility. In addition, Michael R.
Gallagher, a seasoned executive with over 29 years of consumer marketing and
general management experience, was appointed chief executive officer to lead the
Company's growth strategy, the principal features of which are outlined below.

CONTINUE SALES GROWTH THROUGH PRODUCT INNOVATION. The Company intends to
grow its existing product lines through continued product innovation supported
by creative merchandising techniques and strong consumer marketing programs. In
December 1997, the Company introduced (i) 11 new Infant Care items, including
proprietary new offerings in each of the hard bottle and pacifier segments, (ii)
14 new Sun Care products and (iii) Odor Absorbing GENTLE GLIDE, a plastic
applicator tampon with an all-natural material which absorbs odors without the
use of a fragrance or deodorant. The Company intends to apply the same emphasis
on new product development to the brands acquired in the Acquisitions.

MAKE ADDITIONAL SYNERGISTIC ACQUISITIONS. The Company intends to accelerate
its growth in net sales and cash flow by acquiring brands with growth potential
in attractive categories. The Company seeks to acquire other consumer product
companies or brands whose products may be sold through the Company's
distribution channels and that would benefit from the PLAYTEX brand name or the
Company's expertise in marketing, sales and product development. The acquisition
of the BANANA BOAT product line demonstrates the Company's ability to add value
to the businesses it acquires. Since the Company first acquired the distribution
rights to the BANANA BOAT brand name, its unit market share has grown from
approximately 12% in 1992 to 20% in 1997, principally as a result of new product
introductions and significant improvements in the brand's distribution and
marketing. The acquisitions of WOOLITE, PCH, Carewell and Binky are further
examples of how the Company intends to aggressively grow through acquisitions of
complementary, or closely related, businesses.

SELECTIVELY EXTEND BRANDS INTO NEW PRODUCT CATEGORIES. The Company intends
to extend its portfolio of brand names into new product categories to capitalize
on its brand name recognition, its reputation for customer-focused product
development and its well-established distribution network. Initially, the
Company plans to focus on higher growth personal care categories closely related
to the Company's existing businesses.

BUILD INTERNATIONAL SALES. Historically, less than 5% of the Company's net
sales have been generated outside the United States and Canada. In recent years,
the Company has built a sales and marketing team dedicated to strengthening the
Company's competitive position overseas. The team is currently seeking to
identify strong local partners to distribute the Company's products abroad and
is also seeking to capitalize on its strong domestic relationship with key U.S.
retailers with international operations, such as Toys "R" Us, Inc. and Wal-Mart
Stores, Inc. ("Wal-Mart"). The Company intends to focus its initial efforts on
its Infant Care and Sun Care products, primarily in Europe, Latin America and
the Pacific Rim.

3
<PAGE>
RECENT DEVELOPMENTS

RECENT ACQUISITIONS. On January 28, 1998, the Company acquired PCH for
approximately $91 million in cash and 9,257,345 shares of Common Stock. PCH
manufactures and markets a number of leading consumer product brands, including
WET ONES pre-moistened towelettes, CHUBS baby wipes, OGILVIE home permanent
products, BINACA breath spray and drops, MR. BUBBLE children's bubble bath
products, DIAPARENE infant care products, TUSSY deodorants, DOROTHY GRAY skin
care products and BETTER OFF depilatories. The cash portion of the consideration
paid for PCH was financed with borrowings under an existing term loan agreement
which was amended concurrently with the PCH transaction. The acquisition was
accounted for as a purchase.

On January 6, 1998, the Company acquired Carewell for approximately $9.2
million in cash. Carewell manufactures and markets the DENTAX line of
toothbrushes, toothpaste and dental floss for distribution through food stores,
drug chains and mass merchandisers. On January 26, 1998, the Company acquired
certain tangible and intangible assets related to the BINKY pacifier business
from Binky-Griptight, Inc. for approximately $1.2 million in cash and the
issuance of a $0.5 million note payable due July 27, 1998. Both acquisitions
were financed with borrowings under the Company's revolving credit facility and
were accounted for as purchases.

RECENT RESULTS OF OPERATIONS. The Company reported that in the first
quarter of 1998 it earned $11.3 million in net income, or $0.20 per share,
versus $7.8 million, or $0.15 per share, in the first quarter of 1997. Operating
earnings for the first quarter of 1998 were $37.7 million, up 23% over operating
earnings for the first quarter of 1997 of $30.7 million.

The Company's net sales for the period grew 27% to $172.7 million from
$136.4 million in the first quarter of 1997. Contributing to this growth was a
30% increase in Feminine Care shipments and incremental net sales associated
with the Acquisitions. Net sales of Infant Care products grew 55% for the
quarter, the result of both incremental revenue from acquired brands as well as
internal growth in the Playtex Infant Care business. Net sales of Sun Care
products were 3% higher than the year ago quarter, while net sales of Household
Products were 1% lower than the year ago quarter. Net sales of Personal Grooming
products were 82% higher than the year ago quarter, entirely as a result of the
Acquisitions.

The Company's total long-term debt, including current portion, at March 28,
1998 was $862.3 million.

------------------------

The Company was incorporated in Delaware on September 1, 1988. The Company's
principal executive office is located at 300 Nyala Farms Road, Westport,
Connecticut 06880, and its telephone number is (203) 341-4000.

4
<PAGE>
THE OFFERINGS

<TABLE>
<S> <C>
Common Stock offered by the U.S. Selling
Stockholders............................... 9,257,345 shares
Common Stock offered by the International
Selling Stockholders....................... 4,026,701 shares (1)
Common Stock to be outstanding before and
after the U.S. Offering and the
International Offering..................... 60,282,650 shares (2)
Use of proceeds.............................. The Company will not receive any proceeds
from the U.S. Offering or the International
Offering unless the U.S. Underwriters'
over-allotment option is exercised in whole
or in part. If this option is exercised, the
Company intends to use the proceeds to repay
borrowings under the Credit Facilities (as
defined).
Listing...................................... The Common Stock is listed on the NYSE under
the symbol "PYX."
</TABLE>

- ------------------------

(1) To be offered by the International Managers in a separate offering
exclusively outside the United States and Canada.

(2) Excludes 4,902,172 shares of Common Stock reserved for issuance pursuant to
the Company's 1994 Stock Option Plan (of which 2,000,000 are reserved
subject to approval of an amendment to the 1994 Stock Option Plan at the
Company's 1998 Annual Meeting of Stockholders). See Note 9 of Notes to the
Consolidated Financial Statements (as defined) included elsewhere in this
Prospectus.

RISK FACTORS

Prospective purchasers of the Common Stock offered hereby should carefully
consider the information set forth in this Prospectus, including the factors set
forth under "Risk Factors" beginning on page 8, before making an investment in
the Common Stock.

5
<PAGE>
SUMMARY HISTORICAL AND PRO FORMA CONSOLIDATED FINANCIAL DATA

The following table presents certain consolidated historical financial data
concerning the Company for each of the periods specified and summary Pro Forma
financial data for the twelve months ended December 27, 1997. The historical
information as of and for each of the twelve months ended December 27, 1997,
December 28, 1996 and December 30, 1995 is derived from the audited consolidated
financial statements of the Company for such periods. The Company's consolidated
financial statements as of December 27, 1997 and December 28, 1996 and for the
twelve months ended December 27, 1997, December 28, 1996 and December 30, 1995
have been audited by KPMG Peat Marwick LLP, independent certified public
accountants, as indicated in their report thereon which, together with the
Company's consolidated financial statements and related notes thereto (the
"Consolidated Financial Statements"), appears elsewhere in this Prospectus. The
summary Pro Forma financial data give pro forma effect to the 1997 Refinancing
and to the Acquisitions as if they had occurred on December 29, 1996 with
respect to statement of operations data, and as of December 27, 1997 with
respect to balance sheet data. The Pro Forma adjustments are based upon
available information and certain assumptions that management of the Company
believes are reasonable, and do not give effect to consolidation savings or
other changes in revenue or other costs of the Acquisitions that may occur
subsequent to their acquisition by the Company. The unaudited Pro Forma results
of operations are not necessarily indicative of the results of operations that
would have been achieved had the 1997 Refinancing and the Acquisitions been
consummated at the beginning of the period presented or that might be attained
in the future. The following table should be read in conjunction with "Pro Forma
Consolidated Financial Data," "Selected Historical Consolidated Financial Data,"
"Management's Discussion and Analysis of Financial Condition and Results of
Operations" and the Consolidated Financial Statements included elsewhere in this
Prospectus.
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
------------------------------------------------------
<S> <C> <C> <C> <C>
PRO FORMA
DECEMBER 27, DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1997 1996 1995
------------ ------------ ------------ ------------

<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales.............................................. $ 635,544 $ 500,632 $ 498,742 $ 483,581
Gross profit........................................... 371,724 304,652 306,230 295,452
Operating expenses (1)................................. 246,763 192,056 194,184 195,457
Operating earnings..................................... 107,176 99,702 99,200 82,286
Earnings before extraordinary items (2)................ 17,246 18,731 18,199 2,774
Net earnings (loss).................................... $ 14,086 $ 14,653 $ 18,199 $ (5,161)
Earnings (loss) per share (basic and diluted):
Earnings before extraordinary items (2).............. $ 0.29 $ 0.37 $ 0.36 $ 0.07
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Net earnings (loss).................................. $ 0.23 $ 0.29 $ 0.36 $ (0.12)
------------ ------------ ------------ ------------
------------ ------------ ------------ ------------
Weighted average shares outstanding:
Basic................................................ 60,180 50,923 50,883 42,309
Diluted.............................................. 60,263 51,006 50,939 42,342
OTHER DATA:
EBITDA (3)............................................. $ 134,800 $ 120,116 $ 120,975 $ 108,491(4)
Amortization of intangible assets...................... 17,785 12,894 12,846 11,268
Write-off of intangible assets......................... -- -- -- 6,441
Depreciation........................................... 9,839 7,520 8,929 8,496
Interest expense....................................... 74,111 64,470 64,860 71,361
Capital expenditures................................... 11,214 9,004 9,740 12,395
BALANCE SHEET DATA (AT PERIOD END):
Working capital........................................ $ 68,454 $ 56,402 $ 6,522 $ 28,637
Total assets........................................... 884,976 652,558 660,331 682,861
Total long-term debt (5)............................... 847,404 737,800 739,700 790,050
Common stock and other stockholders' equity
(deficit)............................................ (176,646) (268,063) (282,727) (300,976)
(FOOTNOTES ON FOLLOWING PAGE)
</TABLE>

6
<PAGE>
- ------------------------

(NOTES FROM PRECEDING PAGE)

(1) Excludes amortization of intangibles of $17.8 million for the 1997 Pro Forma
and $12.9 million, $12.8 million and $11.3 million for historical 1997, 1996
and 1995 periods, respectively, in 1995, the write-off of the unamortized
balance of certain intangible assets of $6.4 million. See Note 10 of Notes
to the Consolidated Financial Statements included elsewhere in this
Prospectus.

(2) Extraordinary loss of $4.1 million and $7.9 million in 1997 and 1995
resulted from the write-off of unamortized deferred financing costs, net of
taxes, associated with the early extinguishment of debt. The 1997 Pro Forma
includes the extraordinary loss of $4.1 million that resulted from the
write-off of unamortized deferred financing costs, net of taxes, offset by
the extraordinary gain of $0.9 million that resulted from early retirement
of indebtedness, net of taxes.

(3) EBITDA is defined as operating earnings plus depreciation and amortization.
EBITDA should not be considered as an alternative to operating earnings
(loss) or net income (loss) (as determined in accordance with generally
accepted accounting principles) as a measure of the Company's operating
performance or to net cash provided by operating, investing and financing
activities (as determined in accordance with generally accepted accounting
principles) as a measure of the Company's ability to meet cash needs. The
Company believes that EBITDA is a measure commonly reported and widely used
by investors and other interested parties as a measure of a company's
operating performance because it assists in comparing performance on a
consistent basis without regard to depreciation and amortization, which can
vary significantly depending upon accounting methods (particularly when
acquisitions are involved) or nonoperating factors (such as historical
cost). Accordingly, this information has been disclosed herein to permit a
more complete comparative analysis of the Company's operating performance
relative to other companies and of the Company's debt servicing ability.
However, EBITDA may not be comparable in all instances to other similar
types of measures used.

(4) Includes the write-off of intangible assets of $6.4 million.

(5) Includes current portion of long-term debt and excludes obligations due to
related party of $78.4 million at December 27, 1997. See Note 7 of Notes to
the Consolidated Financial Statements included elsewhere in this Prospectus.

7
<PAGE>
SPECIAL NOTE REGARDING FORWARD-LOOKING STATEMENTS

This Prospectus contains and incorporates statements that constitute
forward-looking statements within the meaning of the Private Securities
Litigation Reform Act of 1995. When used in this document, the words
"anticipates," "intends," "plans," "believes," "estimates," "expects" and
similar expressions are intended to identify forward-looking statements. Such
forward-looking statements involve known and unknown risks, uncertainties and
other factors which may cause the actual results, performance or achievements of
the Company to be materially different from any future results, performance or
achievements expressed or implied by such forward-looking statements. Such
factors include, but are not limited to: the Company's highly leveraged capital
structure, its substantial principal repayment obligations, price and product
changes and promotional activity by competitors, the loss of a significant
customer, the difficulties of integrating acquisitions, adverse publicity and
product liability claims and dependence on key employees. Accordingly, any such
statements are qualified in their entirety by reference to, and are accompanied
by, the factors discussed throughout this Prospectus, and particularly those set
forth herein under "Risk Factors." The risk factors described herein could cause
actual results or outcomes to differ materially from those expressed in any
forward-looking statements of the Company made by or on behalf of the Company
and investors, therefore, should not place undue reliance on any such
forward-looking statements. Further, any forward-looking statement speaks only
as of the date on which such statement is made, and the Company undertakes no
obligation to update any forward-looking statement or statements to reflect
events or circumstances after the date on which such statement is made or to
reflect the occurrence of unanticipated events. New factors emerge from time to
time, and it is not possible for management to predict all of such factors.
Further, management cannot assess the impact of each such factor on the
Company's business or the extent to which any factor, or combination of factors,
may cause actual results to differ materially from those contained in any
forward-looking statements.

RISK FACTORS

IN ADDITION TO THE OTHER INFORMATION IN THIS PROSPECTUS, THE FOLLOWING
FACTORS SHOULD BE CONSIDERED CAREFULLY BEFORE INVESTING IN THE COMMON STOCK
OFFERED HEREBY.

HIGH LEVERAGE AND SUBSTANTIAL DEBT SERVICE REQUIREMENTS

As of December 27, 1997, on a Pro Forma basis, the Company's long-term debt
would have been $844.4 million excluding $78.4 million due to a related party
and the Company's stockholders' deficit would have been $176.6 million. See
"Capitalization." The Company may incur additional indebtedness in the future,
subject to certain limitations contained in the instruments governing its
indebtedness.

The degree to which the Company is leveraged could have important
consequences to holders of the Common Stock, including, but not limited to, (i)
the Company's ability to obtain additional financing in the future for working
capital, capital expenditures, acquisitions, general corporate purposes or other
purposes may be impaired; (ii) a significant portion of the Company's cash flow
from operations must be dedicated to the payment of principal and interest on
its indebtedness, thereby reducing the funds available to the Company for its
operations; (iii) certain of the Company's borrowings are and will continue to
be at variable rates of interest, which could result in higher interest expense
in the event of increases in interest rates; and (iv) such indebtedness
contains, and any refinancing thereof likely will contain, financial and
restrictive covenants, including covenants restricting the ability of the
Company to pay dividends, the failure to comply with which may result in an
event of default which, if not cured or waived, could have a material adverse
effect on the Company.

RISK OF PRINCIPAL REPAYMENT OBLIGATIONS

The Company has substantial principal repayment obligations. In 2003, the
Company will be required to have fully repaid its borrowings under the $250
million Term Loan Agreement among the Company, various financial institutions,
DLJ Capital Funding, Inc. ("DLJ Capital Funding"), and the facility manager
thereunder (the "1997 Term Loan") and under the $170 million Credit Agreement
among the Company,

8
<PAGE>
the several lenders from time to time party thereto, DLJ Capital Funding and the
agent thereunder (the "1997 Credit Agreement" and, together with the 1997 Term
Loan, the "Credit Facilities"). The Company's 9% Senior Subordinated Notes due
2003 (the "Senior Subordinated Notes") will mature on December 15, 2003 and the
Company's 8 7/8% Senior Notes due 2004 (the "Senior Notes" and, together with
the Senior Subordinated Notes, the "Notes") will mature on July 15, 2004. The
Company believes that it will generate sufficient cash flow from operations to
be able to make the scheduled payments of interest and principal under the
Credit Facilities and interest payments on the Notes; however, the Company does
not expect to generate sufficient cash flow from operations to make the $360
million principal payment due in 2003 on the Senior Subordinated Notes or the
$150 million principal payment due in 2004 on the Senior Notes. Accordingly, the
Company will be required either to refinance its obligations with respect to the
Notes prior to maturity, sell assets or raise equity capital to repay the
principal amount of the Notes. The Company's ability to make scheduled principal
payments, refinance its obligations with respect to its indebtedness, sell
assets or raise equity capital depends on its financial and operating
performance, which, in turn, is subject in part to prevailing economic
conditions and to financial, business and other factors beyond the Company's
control. Although the Company's cash flow from its operations and borrowings
have been sufficient to meet its historical debt service obligations, there can
be no assurance that the Company's operating results will continue to be
sufficient or that future borrowing facilities will be available for the payment
or refinancing of the Company's indebtedness.

In the event the Company is unable to make required payments or otherwise
comply with the terms of its indebtedness, including borrowings under the Credit
Facilities and the Notes, the holders of such indebtedness could accelerate the
obligations of the Company thereunder, which could result in the Company's being
forced to seek protection under applicable bankruptcy laws or in an involuntary
bankruptcy proceeding being brought against the Company. Under such
circumstances, the holders of the Common Stock would be adversely affected.

CONTROL OF THE COMPANY

As of April 8, 1998 Haas Wheat held, and after the U.S. Offering and the
International Offering will continue to hold, approximately 33.2% of the
outstanding shares of Common Stock of the Company (assuming the exercise of all
outstanding stock options) and will likely continue to exercise control over the
business of the Company by virtue of its voting power with respect to the
election of directors and actions requiring stockholder approval. See
"Management" and "Principal and Selling Stockholders."

COMPETITIVE RETAIL ENVIRONMENT

The markets for the Company's products are highly competitive and are
characterized by the frequent introduction of new products. The success of new
and replacement products is highly dependent on consumer acceptance, the
effectiveness of the Company's marketing efforts and the actions of the
Company's competitors. The Company believes that the market for consumer
products will continue to be highly competitive and that the level of
competition could intensify in the future as a result of higher spending for
advertising and promotion, new product initiatives and continued activity in the
private label sector. The Company's competitors consist of a large number of
companies, some of which have significantly greater financial resources than the
Company. The Company's major competitors are The Procter & Gamble Company
("Procter & Gamble"), Kimberly-Clark Corporation and Johnson & Johnson. In
addition, consumer products are subject to significant price competition. There
can be no assurance that the Company will not be forced to engage in
price-cutting initiatives for products to respond to competitive and consumer
pressures. The failure of the Company's sales volume to grow sufficiently to
improve overall revenues and income as a result of a competitive price reduction
could have a material adverse effect on the financial performance of the
Company. See "Business--Competition."

DEPENDENCE ON KEY CUSTOMERS

Certain customers are material to the business and operations of the
Company. In each of 1997, 1996 and 1995 sales to Wal-Mart represented over 10%
of the net sales of the Company. While no other single

9
<PAGE>
customer accounted for more than 10% of the Company's net sales over the past
three years, aggregate net sales to the Company's next three largest customers
represented approximately 14% in 1997, 12% in 1996 and 12% in 1995 of the
aggregate net sales of the Company. The Company does not expect the Acquisitions
to materially increase this concentration. The loss of sales to Wal-Mart could
have a material adverse effect on the business and operations of the Company.
See "Business--Customers and Backlogs" and Note 15 of Notes to the Consolidated
Financial Statements included elsewhere in this Prospectus.

RISKS ATTENDANT TO ACQUISITION STRATEGY

The Company regularly considers the acquisition of other companies engaged
in the manufacture and sale of related products. At any given time, the Company
may be in various stages of considering such opportunities. Such acquisitions
are subject to the negotiation of definitive agreements and to conditions
typical in acquisition transactions, certain of which conditions may be beyond
the Company's control. There is no assurance that the Company will be able to
identify desirable acquisition candidates or will be successful in entering into
definitive agreements with respect to desirable acquisitions. Moreover, even if
definitive agreements are entered into, there is no assurance that any future
acquisition will thereafter be completed or, if completed, that the anticipated
benefits of the acquisition will be realized. The process of integrating
acquired operations, including those acquired in the Acquisitions, into the
Company's operations may result in unforeseen operating difficulties, may absorb
significant management attention and may require significant financial resources
that would otherwise be available for the ongoing development or expansion of
the Company's existing operations. Future acquisitions by the Company could
result in the incurrence of additional debt and contingent liabilities, which
could have a material adverse effect on the Company's financial condition and
results of operations.

ADVERSE PUBLICITY; PRODUCT LIABILITY

As a manufacturer and distributor of consumer products, the Company's
results of operations are highly susceptible to adverse publicity regarding the
quality or safety of the Company's products or product ingredients. In
particular, product liability claims challenging the safety of the Company's
products or those of its competitors, particularly in the infant care area, may
result in a sharp decline in sales for certain products which could adversely
affect the Company's results of operations. This is true even if the claims
themselves are ultimately settled for non-material amounts. There can be no
assurance that such adverse publicity will not occur or that such claims will
not be made in the future or as to their impact on the Company. See "--TSS
Litigation".

DEPENDENCE ON KEY EMPLOYEES

The operation of the Company requires managerial and operational expertise.
There can be no assurance that any of the Company's key employees will remain in
the Company's employ. The loss of such key personnel could have a material
adverse effect on the Company's operations. The Company does not maintain "key
man" life insurance policies on any of its executive officers.

TSS LITIGATION

Since 1980, the Company has been engaged in the defense of toxic shock
syndrome ("TSS") claims relating to the use of tampons. During the mid-1980's,
there were approximately 200 pending claims at any one time relating to PLAYTEX
tampons. As of the end of 1997, there were approximately 12 pending claims,
although additional claims may be made in the future. Four of the currently
pending claims relate to incidents of TSS prior to December 1, 1995, for which
period the Company maintained a self-insurance program and carried no insurance
with respect to such claims with third parties. Effective December 1, 1995, the
Company obtained insurance coverage with certain limits in excess of a
deductible of $1 million per occurrence and $4 million in the aggregate, on
claims occurring on or after December 1, 1995. Due to the inherent uncertainty
of litigation, the Company may be subject to adverse judgments which could be
substantial in amount and would not be covered by insurance. See
"Business--Legal Proceedings."

10
<PAGE>
THE COMPANY

The Company is a leading manufacturer and marketer of a diversified line of
well-recognized branded consumer products, including PLAYTEX Infant Care
products, PLAYTEX tampons, BANANA BOAT Sun Care products, PLAYTEX household
latex gloves and WOOLITE rug and upholstery cleaning products. Through the
Acquisitions in January 1998, the Company acquired a number of additional
widely-recognized branded consumer products to further strengthen its product
line, including CHUBS baby wipes, WET ONES pre-moistened towelettes, BINKY
pacifiers, MR. BUBBLE children's bubble bath products, BINACA breath spray and
drops, OGILVIE home permanent products and DENTAX oral care products. For the
twelve months ended December 27, 1997, the Company generated net sales and
EBITDA of $500.6 million and $120.1 million, respectively. On a Pro Forma basis,
the Company would have generated net sales of $635.5 million and EBITDA of
$134.8 million during the same period.

HISTORY AND BACKGROUND

The Playtex businesses were founded in 1932 under the name International
Latex Company and operated for many years prior to 1986 under the name
International Playtex, Inc. ("IPI"). In the mid-1950's, using the latex
technology developed for the manufacture of girdles, IPI began to market
household gloves, the first of many products to constitute its Family Products
division. Through the marketing of gloves, the addition of disposable nursers in
the mid-1960's and the acquisition in 1967 and subsequent expansion of its
tampon manufacturing business, Playtex established a major presence in the drug
store, supermarket and mass merchandise channels of distribution.

In 1986, IPI was the subject of a management leveraged buyout and, in 1988,
the Company, which was formed by certain management investors and The Thomas H.
Lee Company, acquired the Family Products business from Playtex Holdings, Inc.
("PHI"), the successor to IPI. Concurrently, Playtex Apparel, Inc. ("Apparel"),
which manufactured women's intimate apparel, was divested to a partnership owned
by operating management of that business. In November 1991, Apparel was sold to
Sara Lee Corporation ("Sara Lee"). There is no longer any corporate relationship
between the Company and Sara Lee or Apparel, except that the Company and Apparel
each own 50% of the stock of Playtex Marketing Corporation ("Playtex
Marketing"), which owns the PLAYTEX and LIVING trademarks and licenses them on a
royalty-free basis in perpetuity to the Company.

In December 1992, the Company acquired, for $5 million, a 22% common equity
interest in Banana Boat Holding Corporation ("BBH") in conjunction with the
acquisition by BBH's wholly-owned subsidiary, Sun Pharmaceuticals Corp. ("Sun"),
of the assets and certain liabilities of Sun Pharmaceuticals, Ltd. BBH was
controlled by Thomas H. Lee Equity Partners, L.P. and other affiliates and
employees of The Thomas H. Lee Company. Sun manufactured and marketed a line of
sun and skin care products in the United States and abroad under the BANANA BOAT
trademark. Concurrently with its acquisition of the equity interest in BBH, the
Company entered into a distribution agreement with Sun under which it
distributed BANANA BOAT sun and skin care products for Sun from November 1993 to
October 1995.

On February 28, 1995, the Company acquired the assets of the WOOLITE rug and
upholstery cleaning products business ("WOOLITE") from Reckitt & Colman PLC
("R&C") under an exclusive, royalty-free trademark license in perpetuity in the
United States and Canada.

On June 6, 1995, the Company sold 20 million shares of Common Stock at a
price of $9.00 per share, for an aggregate purchase price of $180 million (the
"Investment") to HWH Capital Partners, L.P., HWH Valentine Partners, L.P. and
HWH Surplus Valentine Partners, L.P. (collectively, the "Investors"), each a
Delaware limited partnership managed by Haas Wheat, pursuant to a Stock Purchase
Agreement, dated as of March 17, 1995, between the Company and the Investors
(the "Stock Purchase Agreement"). The Investors' shares constituted
approximately 40% of the Company's outstanding Common Stock at the time of the
Investment and designees of the Investors were elected by the Company's
stockholders as a simple majority of the Board of Directors. Concurrent with the
Investment, the Company entered into a new bank

11
<PAGE>
credit agreement and, together with the Investment, the net proceeds were used
by the Company to refinance all outstanding borrowings under the Company's prior
credit agreement.

On October 31, 1995, the Company and BBH Acquisition, Inc., a Delaware
corporation and wholly owned subsidiary of the Company, acquired all of the
issued and outstanding common shares of BBH not previously owned by the Company
(the "BBH Acquisition"). Following the BBH Acquisition, the Company's equity
ownership of BBH increased from 22% to 100% and the Company's interest in the
operating profits from the sale of BANANA BOAT products increased to 100%.
Concurrently with the BBH Acquisition, the distribution agreement between the
Company and BBH was terminated. On March 22, 1996, BBH was merged with and into
Sun, with Sun being the surviving corporation.

RECENT ACQUISITIONS

On January 28, 1998, the Company acquired PCH for approximately $91 million
in cash and 9,257,345 shares of Common Stock. PCH manufactures and markets a
number of leading consumer product brands, including WET ONES pre-moistened
towelettes, CHUBS baby wipes, OGILVIE home permanent products, BINACA breath
spray and drops, MR. BUBBLE children's bubble bath products, DIAPARENE infant
care products, TUSSY deodorant, DOROTHY GRAY skin care products and BETTER OFF
depilatories. The cash portion of the consideration paid for PCH was financed
under the 1997 Term Loan which was amended concurrently with the PCH
transaction. The acquisition was accounted for as a purchase.

On January 6, 1998, the Company acquired Carewell for approximately $9.2
million in cash. Carewell manufactures and markets the DENTAX line of
toothbrushes, toothpaste and dental floss for distribution through food stores,
drug chains and mass merchandisers. On January 26, 1998, the Company acquired
Binky for approximately $1.2 million in cash and the issuance of a $0.5 million
note payable due July 27, 1998. Both acquisitions were financed with borrowings
under the Company's revolving credit facility and were accounted for as
purchases.

12
<PAGE>
USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the Common
Stock offered by the U.S. Selling Stockholders. However, in the event the
over-allotment option relating to the U.S. Offering is exercised, the Company
will be required to sell up to 1,992,607 shares of Common Stock and will receive
approximately $28.3 million (based on an assumed offering price of $15.25 per
share). Any funds received from such sale will be used to pay down variable
interest rate indebtedness under the Credit Facilities. The expenses of
preparing and filing the Registration Statement of which this Prospectus forms a
part are being paid by the Company, except that the U.S. Selling Stockholders
are bearing the costs of their own legal counsel.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

The Common Stock is traded on the NYSE under the symbol "PYX." The table
below sets forth the high and low sale prices for the Common Stock as reported
on the NYSE for the periods indicated. The last reported sale price of the
Common Stock on the NYSE on April 21, 1998 was $15.25 per share.

<TABLE>
<CAPTION>
PRICE RANGE
--------------------
<S> <C> <C>
HIGH LOW
--------- ---------
FISCAL 1998:
First Quarter................................................................................ $14 15/16 $ 9 7/16
Second Quarter (through April 21, 1998)...................................................... 15 3/4 14

FISCAL 1997:
First Quarter................................................................................ $ 11 3/4 $ 7 7/8
Second Quarter............................................................................... 11 1/2 9
Third Quarter................................................................................ 10 1/4 8 13/16
Fourth Quarter............................................................................... 11 9

FISCAL 1996:
First Quarter................................................................................ $ 8 5/8 $ 6 5/8
Second Quarter............................................................................... 10 3/8 7 1/8
Third Quarter................................................................................ 9 1/2 7 1/2
Fourth Quarter............................................................................... 9 1/2 7 1/8
</TABLE>

The Company has not paid any cash dividends on shares of the Common Stock.
The Company presently anticipates that all of its future earnings will be
retained for development of its business and does not anticipate paying cash
dividends on the Common Stock in the foreseeable future. Additionally, the
Credit Facilities and the Notes limit the Company's ability to pay dividends or
make other distributions on the Common Stock. The payment of any future
dividends will be at the discretion of the Company's Board of Directors (the
"Board") and will depend on the Company's results of operations, financial
condition, capital requirements, contractual restrictions and other factors
deemed relevant at the time by the Board.

As of December 27, 1997, the Company had 406 stockholders of record.

13
<PAGE>
CAPITALIZATION

The following table sets forth the debt due within twelve months and
capitalization of the Company at December 27, 1997 and such data on a Pro Forma
basis as of December 27, 1997 giving effect to the Acquisitions. See
"Management's Discussion and Analysis of Financial Condition and Results of
Operations," "Selected Historical Consolidated Financial Data" and "Pro Forma
Consolidated Financial Data." This table should be read in conjunction with the
Consolidated Financial Statements included elsewhere in this Prospectus.

<TABLE>
<CAPTION>
DECEMBER 27, 1997
-----------------------
<S> <C> <C>
ACTUAL PRO FORMA
---------- -----------

<CAPTION>
(DOLLARS IN THOUSANDS)
<S> <C> <C>
Debt due within twelve months (1)(2)...................................................... $ 1,500 $ 3,000
---------- -----------
---------- -----------
Long-term debt (3):
1997 Term Loan (1)...................................................................... $ 147,750 $ 246,750
1997 Credit Agreement (4)............................................................... 78,550 87,654
Senior Notes............................................................................ 150,000 150,000
Senior Subordinated Notes............................................................... 360,000 360,000
---------- -----------
Total long-term debt, excluding current portion....................................... 736,300 844,404
---------- -----------
Stockholders' equity:
Common stock ($0.01 par value; authorized 100,000,000 shares; issued and outstanding
50,941,812 shares (actual) and 60,199,157 shares (Pro Forma)) (5)..................... 509 602
Additional paid-in capital (5).......................................................... 424,706 516,030
Retained earnings (deficit)............................................................. (691,065) (691,065)
Foreign currency translation adjustment................................................. (2,213) (2,213)
---------- -----------
Total stockholders' equity (deficit).................................................. (268,063) (176,646)
---------- -----------
Total capitalization.................................................................. $ 468,237 $ 667,758
---------- -----------
---------- -----------
</TABLE>

- ------------------------

(1) An additional $100 million in term loan borrowings were used to finance the
cash portion of the acquisition of PCH in January 1998.

(2) Includes a $0.5 million note payable due July 27, 1998 that was issued in
connection with the acquisition of Binky.

(3) Excludes current portion of long-term debt and obligations of $78.4 million
due to related party. See Note 7 of Notes to the Consolidated Financial
Statements included elsewhere in this Prospectus.

(4) Pro Forma amounts reflect additional borrowings of $11.5 million in
connection with the acquisitions of Carewell and Binky, net of $2.4 million
of cash payments received in connection with the PCH acquisition. At
December 27, 1997, on a Pro Forma basis after giving effect to the
Acquisitions, the Company would have had $78.9 million of undrawn
availability under the Credit Facilities.

(5) Excludes approximately 4,985,674 shares of Common Stock reserved for
issuance pursuant to the Company's 1994 Stock Option Plan (of which
2,000,000 are reserved subject to approval of an amendment to the 1994 Stock
Option Plan at the Company's 1998 Annual Meeting of Stockholders). Pro Forma
amounts reflect the issuance of 9,257,345 shares in connection with the
acquisition of PCH in January 1998. See Note 20 of Notes to the Consolidated
Financial Statements included elsewhere in this Prospectus.

14
<PAGE>
PRO FORMA CONSOLIDATED FINANCIAL DATA

The tables below set forth certain consolidated historical and pro forma
financial data for the Company at and for the twelve months ended December 27,
1997. The historical data is derived from the audited consolidated financial
statements of the Company for such period included elsewhere herein. The
unaudited pro forma combined balance sheet data give effect to the Acquisitions
as if they occurred on December 27, 1997. The unaudited pro forma statement of
operations data give effect to the Acquisitions and the 1997 Refinancing as if
they occurred on December 29, 1996, the first day of the Company's 1997 fiscal
year. The unaudited pro forma adjustments are based upon available information
and certain assumptions that management believes are reasonable and factually
supportable. Pro forma financial data are provided for informational purposes
only and should not be considered indicative of the financial condition or
results of operations of the Company if such transactions had been consummated
on the dates indicated or of the financial condition or results of operations of
the Company at any future date or for any future period. The pro forma
adjustments for the Acquisitiions do not give effect to consolidation savings or
other changes in revenue or other costs of the Acquisition that may occur
subsequent to their acquisition by the Company.

The unaudited pro forma data includes financial information for PCH,
Carewell and Binky at and for the twelve months ended December 31, 1997. For
convenience, all column headings refer to December 27, 1997 or the twelve months
ended December 31, 1997, which is the Company's fiscal year end date. The
following tables should be read in conjunction with the "Selected Historical
Consolidated Financial Data," "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and the Consolidated Financial Statements
included elsewhere in this Prospectus or incorporated by reference herein.

15
<PAGE>
PLAYTEX PRODUCTS, INC.
PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 27, 1997
(IN THOUSANDS)

<TABLE>
<CAPTION>
HISTORICAL
------------------------------
PLAYTEX PRO FORMA
PRODUCTS, ACQUIRED ----------------------------
INC.(1) COMPANIES(2) ADJUSTMENTS(3) COMBINED(4)
--------------- ------------- -------------- ------------
<S> <C> <C> <C> <C>
ASSETS:
Cash.................................................. $ 3,231 $ 625 $ -- $ 3,856
Receivables, less allowances.......................... 66,876 15,120 -- 81,996
Inventories........................................... 42,500 16,064 2,535(a) 61,099
Other current assets.................................. 12,755 1,861 6,142(b) 20,758
--------------- ------------- -------------- ------------
Current assets...................................... 125,362 33,670 8,677 167,709
Net property, plant and equipment..................... 54,810 19,319 (1,423)(a) 72,706
Intangible assets..................................... 388,743 77,049 91,228(c) 557,020
Due from related party................................ 80,017 127 (127)(d) 80,017
Other noncurrent assets............................... 3,626 1,356 2,542(e) 7,524
--------------- ------------- -------------- ------------
Total assets........................................ $ 652,558 $ 131,521 $ 100,897 $ 884,976
--------------- ------------- -------------- ------------
--------------- ------------- -------------- ------------
LIABILITIES AND STOCKHOLDERS' EQUITY:
Accounts payable and accrued expenses................. $ 63,339 $ 19,837 $ 8,958(f) $ 92,134
Other current liabilities............................. 5,621 5,000 (3,500)(g) 7,121
--------------- ------------- -------------- ------------
Current liabilities................................. 68,960 24,837 5,458 99,255
Long-term debt........................................ 736,300 60,500 47,604(h) 844,404
Due to related party.................................. 78,386 3,780 (3,780)(i) 78,386
Other noncurrent liabilities.......................... 36,975 2,602 -- 39,577
--------------- ------------- -------------- ------------
Total liabilities................................... 920,621 91,719 49,282 1,061,622
Stockholders' equity (deficit)........................ (268,063) 39,802 51,615(j) (176,646)
--------------- ------------- -------------- ------------
Total liabilities and stockholders' equity.......... $ 652,558 $ 131,521 $ 100,897 $ 884,976
--------------- ------------- -------------- ------------
--------------- ------------- -------------- ------------
</TABLE>

- ------------------------

(1) Represents the historical financial position of the Company at December 27,
1997.

(2) Represents the combined historical financial position of PCH, Carewell and
Binky at December 27, 1997.

(3) See Note II of the notes to pro forma condensed combined balance sheet.

(4) Reflects the financial position of the Company on a pro forma basis assuming
the Acquisitions had occurred on December 27, 1997.

SEE NOTES TO PRO FORMA CONDENSED COMBINED BALANCE SHEET.

16
<PAGE>
PLAYTEX PRODUCTS, INC.
NOTES TO PRO FORMA CONDENSED COMBINED BALANCE SHEET
DECEMBER 27, 1997
(UNAUDITED)

I. BASIS OF PRESENTATION

The pro forma condensed combined balance sheet gives effect to the
Acquisitions as if they had occurred on December 27, 1997.

II. PRO FORMA ADJUSTMENTS

(a) To adjust the carrying value of inventory and net property, plant and
equipment acquired to fair value in conformity with Accounting Principles
Board Opinion No. 16 "Business Combinations" ("APB 16").

(b) Primarily to record the net current deferred tax asset that arises as a
result of purchase accounting adjustments.

(c) To record intangible assets of $89.8 million associated with the
Acquisitions which were calculated as the excess of acquisition costs
over the estimated fair value of net assets acquired in conformity with
APB 16, the deferred financing costs of $3.0 million associated with
obtaining funding for the Acquisitions and the elimination of the
unamortized balance of deferred financing costs recorded by PCH of $1.6
million.

(d) To record the repayment of loans from Carewell shareholders at closing.

(e) To record net long-term deferred tax assets arising as a result of
purchase accounting adjustments, principally the anticipated benefit of
net operating loss carryforwards associated with the acquisitions of PCH
and Carewell.

(f) To record net liabilities assumed as a result of the Acquisitions. These
liabilities are primarily associated with the costs to exit certain
business activities of PCH, Carewell and Binky and to terminate or
relocate certain employees of PCH, Carewell and Binky.

(g) To record the repayment of $5.0 million of current portion of long-term
debt of PCH, the issuance of a $0.5 million note payable associated with
the acquisition of Binky and the current portion of long-term debt of
$1.0 million arising from additional borrowings under the 1997 Term Loan
to fund the acquisition of PCH.

(h) To record long-term bank borrowings under the 1997 Credit Agreement of
$108.1 million to finance the Acquisitions and to record the retirement
of PCH's long-term debt of $60.5 million at the closing of the PCH
acquisition.

(i) To record the repayment of related party debt at closing.

(j) To record the portion of the acquisition costs of PCH paid in the form
of the issuance of 9,257,345 shares of Common Stock valued at $9.875 per
share or $91.4 million and the elimination of stockholders' equity of PCH
of $39.8 million.

17
<PAGE>

PLAYTEX PRODUCTS, INC.
PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 27, 1997
(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
HISTORICAL
------------------------------ PRO FORMA
PLATEX --------------------------------------------
PRODUCTS ACQUIRED 1997
INC.(1) COMPANIES(2) REFINANCING(3) ADJUSTMENTS(4) COMBINED(5)
--------------- ------------- ------------- --------------- ------------
<S> <C> <C> <C> <C> <C>
Net revenues........................... $ 500,632 $ 134,912 $ -- $ -- $ 635,544
Cost of sales.......................... 195,980 67,840 -- -- 263,820
--------------- ------------- ------------- ------- ------------
Gross profit......................... 304,652 67,072 -- -- 371,724
Operating expenses:
Advertising and sales promotion...... 114,279 32,858 -- -- 147,137
Selling, distribution and research... 58,657 11,948 -- -- 70,605
Administrative....................... 19,120 9,901 -- -- 29,021
Amortization of intangibles.......... 12,894 2,286 -- 2,605(d) 17,785
--------------- ------------- ------------- ------- ------------
Total operating expenses........... 204,950 56,993 -- 2,605 264,548
--------------- ------------- ------------- ------- ------------
Operating earnings (loss).......... 99,702 10,079 -- (2,605) 107,176
(31,511)(a) (6,415)(e)
Interest expense, net.................. 64,470 6,415 32,612(b) 8,540(f) 74,111
--------------- ------------- ------------- ------- ------------
Earnings before income taxes....... 35,232 3,664 (1,101) (4,730) 33,065
Income taxes........................... 16,501 1,475 (407)(c) (1,750)(g) 15,819
--------------- ------------- ------------- ------- ------------
Earnings from continuing
operations....................... $ 18,731 $ 2,189 $ (694) $ (2,980) $ 17,246
--------------- ------------- ------------- ------- ------------
--------------- ------------- ------------- ------- ------------
Net earnings (6)................... $ 14,653 $ 14,086
--------------- ------------
--------------- ------------
Weighted average shares outstanding:
Basic................................ 50,923 9,257(h) 60,180
Diluted.............................. 51,006 9,257(h) 60,263
Earnings per share (basic and diluted):
From continuing operations........... $ 0.37 $ 0.29
--------------- ------------
--------------- ------------
Net earnings (6)..................... $ 0.29 $ 0.23
--------------- ------------
--------------- ------------
</TABLE>

- --------------------------

(1) Represents the historical results of operations of the Company for the
twelve month period ended December 27, 1997 excluding the impact of an
extraordinary loss of $4.1 million, net of $2.3 million income tax benefit,
resulting from the write-off of the unamortized portion of deferred
financing costs associated with the Company's prior credit agreement.

(2) Represents the historical results of operations of PCH, Carewell and Binky
for the twelve month period ended December 27, 1997 excluding the impact of
an extraordinary gain of $0.9 million, net of $0.6 million income tax
expense, resulting from the early retirement of a $15.0 million note payable
by PCH during 1997. Certain reclassifications (primarily reducing cost of
sales and reflecting advertising in sales promotions) have been made to the
historical results of PCH, Carewell and Binky to conform with the historical
presentation of the Company.

(3) See Note II of the notes to pro forma condensed combined statement of
operations.

(4) See Note III of the notes to pro forma condensed combined statement of
operations.

(5) Reflects the results of operations of the Company on a pro forma basis
assuming the 1997 Refinancing and the Acquisitions had occurred on December
29, 1996.

(6) Net earnings and net earnings per share give effect to the extraordinary
loss (see note 1 above) and the extraordinary gain (see note 2 above).

SEE NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS.

18
<PAGE>
PLAYTEX PRODUCTS, INC.
NOTES TO PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS
FOR THE TWELVE MONTHS ENDED DECEMBER 27, 1997
(UNAUDITED)

I. BASIS OF PRESENTATION

The pro forma condensed combined statement of operations for the twelve
month period ended December 27, 1997 gives effect to the 1997 Refinancing and
the Acquisitions as if they had occurred on December 29, 1996, the first day of
the Company's fiscal year ending December 27, 1997.

II. 1997 REFINANCING PRO FORMA ADJUSTMENTS

The following is a description of the pro forma adjustments associated with
the 1997 Refinancing.

(a) To eliminate interest expense of $31.1 million and amortization of
deferred financing costs of $0.4 million associated with the Company's
prior credit agreement.

(b) To record pro forma interest expense on borrowings in connection with
the 1997 Refinancing and to record the amortization of deferred financing
costs associated with the 1997 Refinancing. The pro forma interest
expense on the variable rate indebtedness included in the 1997
Refinancing was calculated using an average interest rate of 7.29%. This
rate represents the average rate that would have been in effect under the
terms of the 1997 Refinancing for the twelve months ended December 27,
1997. To the extent the assumed variable interest rate fluctuates 1/2 of
1%, the Company's interest expense would change by approximately $1.2
million.

III. ACQUISITION PRO FORMA ADJUSTMENTS

The following is a description of the pro forma adjustments associated with
the Acquisitions.

(d) To record amortization of intangible assets associated with the
Acquisitions over the estimated useful lives (up to 40 years) of these
assets in conformity with APB 16.

(e) To eliminate PCH's, Carewell's and Binky's interest expense and
amortization of deferred financing costs.

(f) To record interest expense as if the borrowing under the Credit
Facilities used to finance the purchase of PCH, Carewell and Binky had
occurred at the beginning of the fiscal year ended December 27, 1997. The
average interest rates, as described in Note II(b) above, were used to
determine pro forma interest expense. To the extent the assumed variable
interest rate fluctuates 1/2 of 1%, the Company's interest expense would
change by approximately $0.6 million.

(g) To record the tax effect of the adjustments specified in notes (d), (e),
and (f) at statutory rates.

(h) To record the issuance of 9,257,345 shares of Common Stock associated
with the acquisition of PCH.

The pro forma adjustments for the Acquisitions do not give effect to
consolidation savings or other changes in revenue or other costs of the
Acquisitions that may occur subsequent to their acquisition by the Company.

19
<PAGE>
SELECTED HISTORICAL CONSOLIDATED FINANCIAL DATA

The following table presents certain consolidated historical financial data
concerning the Company for each of the five periods specified. The information
is derived from the audited consolidated financial statements of the Company for
such periods. The Company's consolidated financial statements as of December 27,
1997 and December 28, 1996 and for the twelve months ended December 27, 1997,
December 28, 1996 and December 30, 1995 have been audited by KPMG Peat Marwick
LLP, independent certified public accountants, as indicated in their report
thereon which appears elsewhere in this Prospectus. The Company's audited
financial statements as of December 30, 1995 and as of and for the twelve months
ended December 31, 1994 and December 25, 1993 are not included in this
Prospectus. The following table should be read in conjunction with "Management's
Discussion and Analysis of Financial Condition and Results of Operations" and
the Consolidated Financial Statements included elsewhere in this Prospectus.
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30, DECEMBER 31, DECEMBER 25,
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- ------------

<CAPTION>
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
STATEMENT OF OPERATIONS DATA:
Net sales..................................... $ 500,632 $ 498,742 $ 483,581 $ 473,275 $ 409,858
Cost of sales................................. 195,980 192,512 188,129 166,601 136,722
------------- ------------- ------------- ------------- ------------
Gross profit................................ 304,652 306,230 295,452 306,674 273,136
------------- ------------- ------------- ------------- ------------
Operating expenses:
Advertising and sales promotion............. 114,279 119,380 117,581 98,999 87,446
Selling, distribution and research.......... 58,657 56,776 54,251 51,628 41,526
Administrative.............................. 19,120 18,028 23,625 16,172 14,862
Amortization of intangibles................. 12,894 12,846 11,268 10,181 14,529
Write-off of intangible assets (1).......... -- -- 6,441 -- 121,620
------------- ------------- ------------- ------------- ------------
Total operating expenses.................. 204,950 207,030 213,166 176,980 279,983
------------- ------------- ------------- ------------- ------------
Operating earnings (loss)................. 99,702 99,200 82,286 129,694 (6,847)
Interest expense including related party
interest expense and income (2)............. 64,470 64,860 71,361 76,153 115,949
------------- ------------- ------------- ------------- ------------
Earnings (loss) before income taxes,
cumulative effect of accounting changes
and extraordinary loss.................. 35,232 34,340 10,925 53,541 (122,796)
Income taxes.................................. 16,501 16,141 8,151 23,994 2,049
------------- ------------- ------------- ------------- ------------
Earnings (loss) before cumulative effect
of accounting changes and extraordinary
loss.................................... 18,731 18,199 2,774 29,547 (124,845)
Cumulative effect of accounting changes, net
of $693 income tax benefit.................. -- -- -- -- 923
------------- ------------- ------------- ------------- ------------
Earnings (loss) before extraordinary
loss.................................... 18,731 18,199 2,774 29,547 (123,922)
Extraordinary loss on early extinguishment
of debt, net of $2,344, $5,180 and $25,430
tax benefit for 1997, 1995 and 1993,
respectively.............................. (4,078) -- (7,935) -- (39,375)
------------- ------------- ------------- ------------- ------------
Net earnings (loss)....................... 14,653 18,199 (5,161) 29,547 (163,297)
Preferred dividend requirements............... -- -- -- (1,163) (12,810)
------------- ------------- ------------- ------------- ------------
Net earnings (loss) available to common
stockholders............................ $ 14,653 $ 18,199 $ (5,161) $ 28,384 $ (176,107)
------------- ------------- ------------- ------------- ------------
------------- ------------- ------------- ------------- ------------
Earnings (loss) per share (basic and diluted):
Earnings before cumulative effect of
accounting changes, extraordinary loss and
preferred dividend requirements........... $ 0.37 $ 0.36 $ 0.07 $ 0.99 $ (11.49)
------------- ------------- ------------- ------------- ------------
------------- ------------- ------------- ------------- ------------
Net earnings (loss)......................... $ 0.29 $ 0.36 $ (0.12) $ 0.97 $ (16.21)
------------- ------------- ------------- ------------- ------------
------------- ------------- ------------- ------------- ------------
Weighted average common shares outstanding:
Basic....................................... 50,923 50,833 42,309 29,212 10,867
</TABLE>

20
<PAGE>
<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
------------------------------------------------------------------------
DECEMBER 27, DECEMBER 28, DECEMBER 30, DECEMBER 31, DECEMBER 25,
1997 1996 1995 1994 1993
------------- ------------- ------------- ------------- ------------
(IN THOUSANDS, EXCEPT PER SHARE DATA)
<S> <C> <C> <C> <C> <C>
Diluted..................................... 51,006 50,939 42,342 29,213 10,867

OTHER DATA:
EBITDA (3)(4)................................. $ 120,116 $ 120,975 $ 108,491 $ 147,287 $ 136,540
Amortization of intangible assets............. 12,894 12,846 11,268 10,181 14,529
Write-off of intangible assets(1)............. -- -- 6,441 -- 121,620
Capital expenditures.......................... 9,004 9,740 12,395 8,503 6,490
Depreciation.................................. 7,520 8,929 8,496 7,412 7,238

BALANCE SHEET DATA (AT PERIOD END):
Working capital............................... $ 56,402 $ 6,522 $ 28,637 $ 17,623 $ (24,632)
Total assets.................................. 652,558 660,331 682,861 599,400 588,457
Total long-term debt(5)....................... 737,800 739,700 790,050 875,700 915,413
Redeemable preferred stock.................... -- -- -- -- 139,644
Common stock and other stockholders' equity
(deficit)................................... (268,063) (282,727) (300,976) (465,997) (723,408)
</TABLE>

- ------------------------

(1) Based on certain strategic decisions regarding the Company's SMILETOTE
infant care product line, the Company wrote off $6.4 million of intangible
assets associated with SMILETOTE in the fourth quarter of 1995. In the third
quarter of 1993, as a result of a management decision to reposition the
Company's JHIRMACK hair care product line, the Company wrote off $121.6
million of goodwill associated with its Playtex Beauty Care, Inc.
subsidiary.

(2) Included in interest expense is related party interest expense of $12,150
net of related party interest income of $12,003 for the twelve months ended
December 27, 1997, December 28, 1996, December 30, 1995 and December 31,
1994 and related party interest expense of $10,587 net of related party
interest income of $10,502 for the twelve months ended December 25, 1993.

(3) EBITDA is defined as operating earnings, plus depreciation and amortization.
EBITDA should not be considered as an alternative to operating earnings
(loss) or net income (loss) (as determined in accordance with generally
accepted accounting principles) as a measure of the Company's operating
performance or to net cash provided by operating, investing and financing
activities (as determined in accordance with generally accepted accounting
principles) as a measure of the Company's ability to meet cash needs. The
Company believes that EBITDA is a measure commonly reported and widely used
by investors and other interested parties as a measure of a company's
operating performance because it assists in comparing performance on a
consistent basis without regard to depreciation and amortization, which can
vary significantly depending upon accounting methods (particularly when
acquisitions are involved) or nonoperating factors (such as historical
cost). Accordingly, this information has been disclosed herein to permit a
more complete comparative analysis of the Company's operating performance
relative to other companies and of the Company's debt servicing ability.
However, EBITDA may not be comparable in all instances to other similar
types of measures used.

(4) The calculation of EBITDA includes, in 1995, the write-off of intangible
assets of $6.4 million associated with the former SMILE-TOTE product line
and, in 1993, the write-off of intangible assets of $121.6 million
associated with the JHIRMACK product line.

(5) Includes current portion of long-term debt and excludes obligations due to
related party of $78.4 million. See Note 7 of Notes to the Consolidated
Financial Statements included elsewhere in this Prospectus.

21
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of the Company's financial condition
and results of operations should be read in conjunction with the Consolidated
Financial Statements included elsewhere in this Prospectus.

BASIS OF MANAGEMENT'S DISCUSSION AND ANALYSIS

The Company is a leading manufacturer and marketer of a diversified line of
well-recognized branded consumer products in a variety of categories. The
Feminine Care product line includes a wide range of plastic and cardboard
applicator tampons marketed under such brand names as GENTLE GLIDE, SOFT
COMFORT, SLIMFITS and SILK GLIDE. The Infant Care product line is comprised of
the PLAYTEX disposable nurser system, cups and mealtime products, reusable hard
bottles and pacifiers. The Company's Sun Care business consists of an extensive
line of sun care products marketed under the BANANA BOAT and BIOSUN trade names.
The Household Products business includes PLAYTEX household latex gloves and
WOOLITE. The Company's Personal Grooming product lines consist of JHIRMACK hair
care products and TEK toothbrushes.

In January 1998, the Company acquired PCH, Carewell and Binky (see "Pro
Forma Consolidated Financial Data" and Note 20 of Notes to Consolidated
Financial Statements included elsewhere in this Prospectus). The Acquisitions
had no impact on the historical results of operations of the Company in fiscal
1997. As a result of the Acquisitions, BINKY pacifiers, MR. BUBBLE children's
bubble bath, CHUBS baby wipes, DIAPARENE infant care products and WET ONES hand
and face towelettes have been added to the Infant Care product line.
Additionally, BETTER OFF depilatories, BINACA breath spray and drops, DENTAX
oral care products, DOROTHY GRAY skin care products, OGILVIE at-home permanants
and TUSSY deodorants have been added to the Personal Grooming product line.
Accordingly, the revenue from the Infant Care and Personal Grooming product
lines is expected to increase as a percentage of total revenue. See "Prospectus
Summary--The Company."

RECENT RESULTS OF OPERATIONS

The Company reported that in the first quarter of 1998 it earned $11.3
million in net income, or $0.20 per share, versus $7.8 million, or $0.15 per
share, in the first quarter of 1997. Operating earnings for the first quarter of
1998 were $37.7 million, up 23% over operating earnings for the first quarter of
1997 of $30.7 million.

RESULTS OF OPERATIONS

TWELVE MONTHS ENDED DECEMBER 27, 1997 VERSUS TWELVE MONTHS ENDED DECEMBER 28,
1996

NET SALES. Net sales in 1997 were $500.6 million, an increase of $1.9
million, or less than 1%, from $498.7 million in 1996.

Net sales of Feminine Care products decreased 11%, or $24 million, to $201.5
million from $225.5 million in 1996. The Company's shipments to retailers in the
first half of 1997 were negatively impacted by high retail inventories created
by earlier price-oriented promotional activity and by management's strategic
decision to reduce these excess inventories by curtailing its trade discount
programs. During the first half

22
<PAGE>
of 1997, shipments of Feminine Care products fell 22% versus the prior year.
During the same period in 1997, retail sales of the Company's products exceeded
the Company's shipments by 90 million tampons, indicating that retailers reduced
their inventories of PLAYTEX tampons by approximately six weeks worth of sales.
The Company believes that trade inventories returned to more normal levels by
mid-year 1997 given that (i) shipments in the second half of 1997 were even with
the same period in 1996 and 30% higher than shipments in the first half of 1997
and (ii) shipments and retail sales in the second half of 1997 were in greater
balance with one another. Furthermore, retail sales of PLAYTEX tampons in the
second half of 1997 increased 12% over the same period in 1996, the result of
both higher market shares and overall category growth.

Infant Care net sales increased $14.5 million, or 13%, to $124 million in
1997 from $109.5 million in 1996 while net sales of Sun Care products increased
$22.4 million, or 31%, to $95.7 million in 1997 versus $73.3 million in 1996.
The growth in both Infant Care and Sun Care was due to (i) successful new
product launches, (ii) increased distribution, (iii) continued market share
gains for the Playtex businesses and (iv) continued growth for the infant care
and sun care markets overall.

Household Products 1997 net sales decreased $5.2 million, or 9%, to $55.3
million due, in part, to a change in pricing strategy for PLAYTEX Gloves which
resulted in both lower reported revenue offset by lower trade spending versus
1996. In addition, the introduction of a new competitor in the carpet cleaning
business negatively impacted sales of WOOLITE during the year.

Net sales in Personal Grooming declined by $5.8 million, or 19%, to $24.1
million in fiscal 1997. The decline is attributable to the strategic decision on
the part of the Company to reduce ineffective trade spending associated with the
JHIRMACK brand and to maximize the cash flow generated by the brand.

GROSS PROFIT. Gross profit decreased $1.5 million, or less than 1%, to
$304.7 million for 1997 versus $306.2 million for 1996. The gross profit margin
decreased to 60.9% for the 1997 fiscal year versus 61.4% for the prior fiscal
year. The decrease in gross profit in fiscal 1997 was attributable primarily to
the mix of products sold offset, in part, by marginally higher sales.

OPERATING EARNINGS. Operating earnings increased $0.5 million, or less than
1%, to $99.7 million for 1997 versus $99.2 million for 1996. Contributing to
this increase was lower trade spending in line with the Company's consumer
oriented marketing strategy. For fiscal 1997, trade spending was $8 million, or
12%, lower than in fiscal 1996. The lower trade spending was offset by higher
consumer spending, up $2.9 million versus fiscal 1996, lower gross profit of
$1.5 million as noted above, and increased selling, distribution, research and
administrative expenses which were collectively $3 million higher than fiscal
1996.

INTEREST EXPENSE. Interest expense of $64.5 million for fiscal 1997
decreased $0.4 million, or less than 1%, from $64.9 million in 1996.

EXTRAORDINARY LOSS. In July 1997, the Company refinanced its senior credit
agreement. The Company recorded an extraordinary loss of $4.1 million (net of
income tax benefit of $2.3 million) for costs and expenses related to the
write-off of the unamortized portion of the deferred financing costs associated
with the previous credit agreement.

NET EARNINGS. As a result of the factors noted above, net earnings were
$14.7 million in 1997 compared to $18.2 million in 1996.

TWELVE MONTHS ENDED DECEMBER 28, 1996 VERSUS TWELVE MONTHS ENDED DECEMBER 30,
1995

NET SALES. Net sales in 1996 increased to $498.7 million, up $15.1 million,
or 3%, from $483.6 million in 1995.

23
<PAGE>
Net sales for the Feminine Care business were $225.5 million for 1996, down
$18.1 million, or 7%,
versus $243.6 million in 1995. These results reflect (i) the rigorous
competitive environment in the tampon category, particularly in the first half
of the year and (ii) a reduction in the level of inventories carried by
retailers during the year. Although shipments to retailers declined 7% during
the year, retail sales to consumers in units decreased only 1%, and the
Company's unit market share was stable at 23% for the year.

Infant Care net sales increased $21.9 million, or 25%, to $109.5 million in
1996 from $87.5 million in 1995. The increase was due primarily to the continued
growth of the 6-ounce SPILL-PROOF cup and the successful introductions in 1996
of the 9-ounce SPILL-PROOF cup and the QUICKSTRAW cup.

Sun Care net sales increased $23 million, or 46%, to $73.3 million in 1996
from $50.3 million in 1995. This increase resulted from a higher market share
for the year, which increased from 18% to 19%, category growth of 2% versus 1995
and the addition of $10.3 million of revenues as a result of the acquisition of
the remaining portion of BBH (see Note 3 of Notes to Consolidated Financial
Statements included elsewhere in this Prospectus).

Household Products net sales increased $3.2 million, or 6%, to $60.5 million
in 1996 from $57.3 million in 1995. The WOOLITE brand's net sales increased $4.1
million, or 17%, to $27.8 million in 1996 compared to $23.7 million in 1995,
while PLAYTEX Gloves net sales decreased $0.8 million, or 2%, to $32.8 million
compared to $33.6 million in the prior year. The increase in the WOOLITE brand's
net sales was attributable to the complete integration of this business after
its acquisition in early 1995. Gloves net sales declined primarily due to a
change in pricing strategy which resulted in lower reported revenue, more than
offset by lower trade spending. The Company's market share in the household
latex glove category grew by 3% in 1996 from 35% to 38%.

Personal Grooming net sales declined by $14.8 million, or 33%, to $30
million, compared to $44.8 million in 1995. Much of this decline was
attributable to the strategic decision on the part of the Company to
significantly reduce ineffective and unprofitable trade spending associated with
the JHIRMACK brand.

GROSS PROFIT. Gross profit increased $10.7 million, or 4%, to $306.2
million for 1996 compared to $295.5 million for 1995. For the year, gross margin
was 61.4% of net sales compared to 61.1% of net sales in 1995. The increase in
margin was due, in part, to $3.4 million of pre-tax charges having been included
in the 1995 cost of sales related to the BBH Acquisition, partially offset by a
shift in product sales mix to lower margin goods.

OPERATING EARNINGS. Operating earnings increased $16.9 million, or 21%, to
$99.2 million for 1996 compared to $82.3 million for the prior year. This
increase was due to the margin impact of the increased net sales described above
and the fact that $15.5 million of one time pre-tax charges were included in the
1995 results. These one time charges consisted of $3.4 million in the cost of
sales as previously described, $5.7 million (included in administrative
expenses) to implement certain organizational changes arising from management's
plan to streamline and strengthen the Company and $6.4 million to write-off
intangible assets associated with the SMILETOTE business.

Advertising and promotional expenses increased by $1.8 million, or 2%, in
1996 compared to 1995. As part of its consumer oriented marketing strategy, the
Company invested more heavily in advertising and consumer spending and focused
less on trade spending. Excluding the impact of the 1995 one time items, the
remaining operating expenses increased $4.2 million, or 5%, compared to 1995,
mainly as a result of the BBH Acquisition in the fourth quarter of 1995 and a
continued focus on new product development.

INTEREST EXPENSE. The decrease in interest expense of $6.5 million for the
1996 year resulted from both lower debt levels and lower interest rates.

NET EARNINGS. As a result of the factors noted above, net earnings were
$18.2 million in 1996 compared to a net loss of $5.2 million in 1995.

24
<PAGE>
FINANCIAL CONDITION AND LIQUIDITY

At December 27, 1997, the Company's working capital (current assets net of
current liabilities) increased to $56.4 million from $6.5 million at December
28, 1996. The increase resulted primarily from (i) a decrease of $23.5 million
in current maturities of long-term debt, due to the 1997 Refinancing, (ii) a
reduction in accounts payable of $11.6 million, due to the timing of payments,
(iii) a reduction in accrued expenses of $10.4 million, primarily as a result of
lower accrued employee compensation and lower accruals for advertising and sales
promotions and (iv) higher inventory of $4.9 million due to increased production
to support new product launches.

The Company's businesses, with the exception of Sun Care, generally have not
been seasonal. However, Sun Care product sales are highly seasonal, with 85 to
90 percent of sales occurring in the first six months of the year. This
seasonality requires increased inventory to support the selling season and the
extended credit terms which are typical in the sun care industry result in
higher receivables for the Company.

Capital expenditures for equipment and facility improvements were $9
million, $9.7 million and $12.4 million for the twelve months ended December 27,
1997, December 28, 1996 and December 30, 1995, respectively. These expenditures
were used primarily to upgrade production equipment and maintain facilities in
the ordinary course of business. Capital expenditures for 1998 are expected to
be $18 million, mostly for production related equipment and facility
improvements and for projects consistent with those of the prior years. The 1998
projection includes increased capital expenditures related to the Acquisitions.

On July 21, 1997, the Company completed the 1997 Refinancing designed to
increase its financial and operational flexibility. The net proceeds from the
1997 Refinancing were used to retire the indebtedness outstanding under the
Company's previous credit agreement; concurrently, the former agreement was
terminated. The 1997 Refinancing included the Senior Notes and the Credit
Facilities.

At December 27, 1997 long-term debt (including current portion but excluding
obligations due to related party) was $737.8 million versus $739.7 million at
December 28, 1996, a decrease of $1.9 million. The net decrease in long-term
borrowings since December 28, 1996 was the result of favorable cash flow from
operations offset, in part, by fees and expenses associated with the 1997
Refinancing. At December 27, 1997, the Company had unused lines of credit
(giving effect to outstanding letters of credit) under the 1997 Revolving Credit
Facility of $90.4 million.

The Credit Facilities require the Company to meet certain financial
covenants and ratios and also include conditions or restrictions on new
indebtedness and liens, major acquisitions or mergers, capital expenditures and
disposition of assets, certain dividends and other distributions, and prepayment
and modification of indebtedness or equity capitalization. The Notes also
contain restrictions and requirements with regard to similar matters. Under the
terms of these debt instruments, payment of cash dividends on the Common Stock
of the Company is restricted.

The Company believes that it will generate sufficient cash flow from
operations for working capital, capital expenditures and to make the scheduled
interest and principal payments under the 1997 Term Loan and the 1997 Senior
Secured Credit Facilities, and interest payments on the Notes. However, the
Company does not expect to generate sufficient cash flow from operations to make
the $360 million principal payment due in 2003 on the Senior Subordinated Notes
nor the $150 million principal payment due in 2004 on the Senior Notes.
Accordingly, the Company will have to either refinance its obligations with
respect to the Notes prior to their maturity, sell assets or raise equity
capital to repay the principal amount of the Notes. The Company's ability to
make scheduled principal payments, to refinance its obligations with respect to
its indebtedness, sell assets or raise equity capital depends on its financial
and operating performance, which is, in part, subject to prevailing economic
conditions and to financial, business and other factors beyond its control.
Although the Company's cash flow from operations and borrowings have been
sufficient to meet its historical debt service obligations, there can be no
assurance that the Company's

25
<PAGE>
operating results will continue to be sufficient or that future borrowing
facilities will be available for the payment or refinancing of the Company's
indebtedness.

In January 1998, the Company acquired PCH, Carewell and Binky. The purchase
of Carewell and Binky were financed from available borrowings under the
Company's revolving credit facility. The Company increased its borrowings under
the 1997 Term Loan by $100 million to fund the cash portion of the acquisition
price of PCH. The Company also issued 9,257,345 shares of its Common Stock as
part of the PCH acquisition.

The Company will continue to regularly consider the acquisition of other
companies or businesses engaged in the manufacture and distribution of related
products. Such potential transactions may require substantial capital resources,
which would in certain circumstances require the Company to seek additional debt
and/or equity financing. As there can be no assurance that such financing will
be available, the Company's ability to expand its operations through acquisition
may be restricted. However, the Company believes that capital will be available
to achieve its acquisition objectives.

Inflation in the United States and Canada has not had a significant effect
on the Company during recent periods.

RECENTLY ISSUED ACCOUNTING STANDARDS

In June 1997, the Financial Accounting Standards Board ("FASB") issued SFAS
No. 130, "Reporting Comprehensive Income" ("SFAS No. 130"). SFAS No. 130
establishes requirements for reporting and display of comprehensive income. The
new standard becomes effective for the Company's fiscal year 1998 and requires
reclassification of earlier financial statements for comparative purposes.

Also in June 1997, the FASB issued SFAS No. 131, "Disclosures About Segments
of an Enterprise and Related Information" ("SFAS No. 131"). SFAS No. 131
establishes requirements for disclosure about operating segments in the interim
financial reports and annual financial statements. It also establishes standards
for related disclosures about products and services, geographic area and major
customers. This statement supersedes SFAS No. 14, "Financial Reporting for
Segments of Business Enterprises". SFAS No. 131 becomes effective for the
Company's fiscal year 1998 and requires that comparative information from
earlier years be restated to conform to the requirements of the new standard.

In February 1998, the FASB issued SFAS No. 132, "Employers' Disclosures
about Pensions and Other Postretirement Benefits" ("SFAS No. 132"), which
revises employers' disclosures about these types of benefits. SFAS No. 132 does
not change the measurement or recognition of those plans, but requires
additional information to facilitate financial analysis and eliminates certain
disclosures which are no longer useful. To the extent practicable, SFAS No. 132
also standardizes disclosure for retiree benefits. SFAS No. 132 becomes
effective for the Company's fiscal year 1998 and requires that comparative
information from earlier years be restated to conform to the requirements of the
new standard.

YEAR 2000

The Company has assessed and continues to assess the impact of the Year 2000
issue on its operations, including the development and implementation of project
plans and cost estimates required to make its information systems infrastructure
Year 2000 compliant. Based on existing information, the Company believes that
anticipated spending necessary to become Year 2000 compliant will not have a
material effect on the results of operations, financial position or cash flows
of the Company. However, if appropriate modifications are not made by the
Company's suppliers or customers to their information infrastructure on a timely
basis, or if the Company's actual costs or timing for the year 2000 date
conversion differ materially from its present estimates, the Company's
operations and financial results could be adversely affected.

26
<PAGE>
BUSINESS

The Company is a leading manufacturer and marketer of a diversified line of
well-recognized branded consumer products, including PLAYTEX Infant Care
products, PLAYTEX tampons, BANANA BOAT Sun Care products, PLAYTEX household
latex gloves and WOOLITE rug and upholstery cleaning products. Through the
Acquisitions in January 1998, the Company acquired a number of additional
widely-recognized branded consumer products to further strengthen its product
lines, including CHUBS baby wipes, WET ONES pre-moistened towelettes, BINKY
pacifiers, MR. BUBBLE children's bubble bath products, BINACA breath spray and
drops, OGILVIE home permanent products and DENTAX oral care products. For the
twelve months ended December 27, 1997, the Company generated net sales and
EBITDA of $500.6 million and $120.1 million, respectively. On a Pro Forma basis,
the Company would have generated net sales of $635.5 million and EBITDA of
$134.8 million during the same period.

The following table sets forth the Company's principal product lines, the
primary brand names making up each of these product lines on a Pro Forma basis
and certain related data for 1997 on an actual and Pro Forma basis:

<TABLE>
<CAPTION>
1997 ACTUAL 1997 PRO FORMA
---------------------------- ----------------------------
NET SALES PERCENT OF NET SALES PERCENT OF
PRODUCT LINE PRIMARY BRAND NAMES (IN MILLIONS) NET SALES (IN MILLIONS) NET SALES
- ------------------------------ ------------------------------ ------------- ------------- ------------- -------------
<S> <C> <C> <C> <C> <C>
Infant Care................... PLAYTEX, CHUBS, WET ONES, MR. $ 124.0 25% $ 212.6 33%
BUBBLE, BINKY
Feminine Care................. PLAYTEX 201.5 40 201.5 32
Sun Care...................... BANANA BOAT, BIOSUN 95.7 19 95.7 15
Personal Grooming............. OGILVIE, BINACA, JHIRMACK, 24.1 5 70.4 11
TEK, DENTAX
Household Products............ PLAYTEX, WOOLITE 55.3 11 55.3 9
------ --- ------ ---
Total..................... $ 500.6 100% $ 635.5 100%
------ --- ------ ---
------ --- ------ ---
</TABLE>

COMPETITIVE STRENGTHS

The Company believes it is distinguished by the following competitive
strengths:

EXCEPTIONAL CONSUMER FRANCHISES IN ATTRACTIVE CATEGORIES. The Company's
primary brand names are well-known and well-respected by both consumers and
retailers for their high product quality. In addition, the Company believes that
the core categories in which it competes are inherently attractive. The infant
care category has grown at a compound annual rate of 7% since 1994 due primarily
to the introduction of new products to the category. The sun care category has
grown at a compound annual rate of 8% since 1994 due primarily to increased
consumer awareness of the importance of sun protection. Further, the Company
believes that both the infant care and sun care categories are consolidating and
that this consolidation favors market leaders, such as the Company, with
marketing expertise, broad product lines and national distribution. The feminine
care category is characterized by slow but steady growth, a high degree of
customer brand loyalty and a relatively low sensitivity to economic cycles.

27
<PAGE>
CONSUMER-FOCUSED PRODUCT INNOVATION. The Company devotes significant
resources and attention to product innovation and consumer research to develop
products which offer new and distinctive benefits to its consumers. This product
innovation has enabled the Company to increase its net sales and market share in
both the infant care and sun care categories. In the Infant Care business, the
Company's net sales grew at a compound annual rate of 17% between 1994 and 1997,
while its dollar market share increased from 30% to 39% over the same period. In
the Sun Care business, the Company's net sales grew at a compound annual rate of
25% between 1994 and 1997 and its unit market share increased from approximately
16% in 1994 to 20% in 1997.

GROWTH STRATEGY

In 1995, partnerships managed by Haas Wheat, a private investment firm,
invested $180 million in the Company. The proceeds of the equity investment were
used by the Company to reduce bank debt and increase its operating and financial
flexibility. In addition, Michael R. Gallagher, a seasoned executive with over
29 years of consumer marketing and general management experience, was appointed
chief executive officer to lead the Company's growth strategy, the principal
features of which are outlined below.

CONTINUE SALES GROWTH THROUGH MARKET PRODUCT INNOVATION. The Company
intends to grow its existing product lines through continued product innovations
supported by creative marketing techniques and strong consumer marketing
programs. In December 1997, the Company introduced (i) 11 new infant care items,
including proprietary new offerings in each of the hard bottle and pacifier
segments, (ii) 14 new sun care products and (iii) Odor Absorbing GENTLE GLIDE, a
plastic applicator tampon with an all-natural material which absorbs odors
without the use of a fragrance or deodorant. The Company intends to apply the
same emphasis on new product development to the brands acquired in the
Acquisitions.

28
<PAGE>
SELECTIVELY EXTEND BRANDS INTO NEW PRODUCT CATEGORIES. The Company intends
to extend its portfolio of brand names into new product categories to capitalize
on its brand name recognition, its reputation for customer-focused product
development and its well-established distribution network. Initially, the
Company plans to focus on higher growth personal care categories closely related
to the Company's existing businesses.

BUILD INTERNATIONAL SALES. Historically, less than 5% of the Company's net
sales have been generated outside the United States and Canada. In recent years,
the Company has built a sales and marketing team dedicated to strengthening the
Company's competitive position overseas. The team is currently seeking to
identify strong local partners to distribute the Company's products abroad and
is also seeking to capitalize on its strong domestic relationship with key U.S.
retailers with international operations, such as Toys "R" Us, Inc. and Wal-Mart.
The Company intends to focus its initial efforts on its Infant Care and Sun Care
products, primarily in Europe, Latin America and the Pacific Rim.

PRODUCT LINES

INFANT CARE. The Company's largest business is Infant Care, accounting for
33% of the Company's 1997 Pro Forma net sales. The Company offers disposable
feeding systems, cups and mealtime products, reusable hard bottles, pacifiers,
pre-moistened towelettes and bubble bath products. In addition to the core
PLAYTEX brand, the Company owns the CHUBS, WET ONES, DIAPARENE, MR. BUBBLE and
BINKY trademarks which were acquired in the Acquisitions.

The Company's primary Infant Care business is in infant feeding products, in
which the Company held a market leading 39% dollar market share in 1997, up from
30% in 1995 and 36% in 1996, and more than three times the share of the
Company's largest competitor. The Company is particularly strong in both the
disposable feeding and the infant cup segments with 1997 dollar market shares of
75% and 72%, respectively. In the pre-moistened towelette business, the
Company's CHUBS baby wipe brand held a 7% dollar share of the market, while its
WET ONES hand and face towelette brand held a market leading 65% dollar share of
the hand and face segment.

The PLAYTEX disposable feeding system, introduced in 1960, was the first
disposable system on the market. Since that time, Playtex has provided
innovative product improvements as a healthy alternative to breast feeding. In
1996, Playtex continued to lead innovation in this category with its new
DROP-INS ready-formed disposable bottle. Since its introduction in 1996,
DROP-INS have steadily increased its market share in the disposable feeding
category.

In 1994, Playtex introduced the SPILL-PROOF cup. The domestic infant cup
segment of the infant feeding category has almost doubled since this
introduction. Sales of the popular 6-ounce version and a larger 9-ounce size
have increased the Company's dollar market share in the infant cup segment from
29% in 1994 to 72% in 1997. In 1996, the Company introduced another innovative
cup to the market, the QUICKSTRAW cup. This product, which is focused on the
older child, has a sliding cap that hides a retractable straw and extends the
age range of the children who use Playtex cups and bottles.

In the fourth quarter of 1997, the Company introduced an assortment of new
products which address the health and convenience concerns of parents. In the
disposable feeding segment, the Company launched a 4 ounce version of its
DROP-INS ready-formed disposable bottle along with a proprietary DROP-INS holder
and two new disposable nipples. In the cup segment, the Company introduced the
COOLSTRAW cup, an insulated version of the QUICKSTRAW cup introduced in 1996. In
the pacifier segment, the Company introduced a one-piece silicone pacifier under
the trademark SAFE 'N SURE. Also in late 1997, the Company introduced a new hard
bottle feeding system called AVANCE. Unlike conventional hard bottles which are
vented near the nipple, this system incorporates a patented air vent on the
bottom of the bottle that eliminates air bubbles that form near the nipples of
conventional bottles as babies feed. In addition, the bottom of the bottle can
be unscrewed from the body of the bottle for easier and more effective cleaning.

29
<PAGE>
The Company entered the baby wipe business in early 1998 with the
acquisition of the CHUBS and DIAPARENE brands. This $548 million category has
grown at a compound annual rate of 10% since 1992. CHUBS is best known for its
patented stackable plastic boxes which can be used as large building block toys
by children following their use as a baby wipe container. Both CHUBS and
DIAPARENE (a lower priced brand) are known for their canister dispensers.

The Company competes in a second segment of the pre-moistened towelette
business with WET ONES, the market leader in the hand and face segment of the
market. These products are used by parents in applications other than diaper
changing, such as cleaning up after meals or traveling away from home.
Historically, WET ONES has been offered in both canister and travel pack form,
but in 1998 the Company is introducing new individually wrapped towelettes,
called WET ONES SINGLES, and a second individually wrapped product targeted for
children's lunch boxes called LUNCHKINS.

The Company's acquisitions of the MR. BUBBLE children's bubble bath business
and the BINKY pacifier business provide the Company with new platforms for
leveraging strong Infant Care brands into new avenues for growth. MR. BUBBLE
held a 16% dollar share of the children's bubble bath market in 1997 and,
according to the Company's own research, commands an 86% brand awareness level
among consumers. BINKY pacifiers held a 7% dollar share of the market in 1997
and when combined with Playtex pacifiers, the Company held an 18% Pro Forma
share of the pacifier market. Similarly, the Company believes the BINKY
trademark is particularly well-known among parents and is well suited for
further growth through line extensions, better retail merchandising and more
innovative forms of consumer marketing.

FEMININE CARE. The Company's second largest business is Feminine Care,
which accounted for approximately 32% of the Company's 1997 Pro Forma net sales.
For over 20 years, PLAYTEX tampons have been the second largest-selling tampon
brand in the United States.

Tampons represented approximately 40% of the U.S. feminine sanitary
protection market in 1997 and accounted for approximately $785 million in retail
sales. Since 1992, the tampon market has grown at a compound annual rate of 2%
in dollar terms and 3% in unit terms. Company research indicates that brand
loyalty rates in the tampon category are high relative to other consumer product
categories. The research further suggests that women generally develop brand
preferences during their adolescent years and early twenties and are likely to
maintain a high degree of brand loyalty over time.

Playtex has two major product lines in the Feminine Care business: plastic
applicator tampons and cardboard applicator tampons. The plastic applicator
business represented 89% of the Playtex branded domestic tampon business in 1997
and is comprised of three product offerings: GENTLE GLIDE, Playtex's original
plastic tampon; SOFT COMFORT, with an applicator made of a soft material
designed to improve comfort, and SLIMFITS, a new line of tampons introduced in
late 1996 developed for the first-time tampon user. The SILK GLIDE brand is
Playtex's line of cardboard applicator tampons. This product line features a
rounded-tip cardboard applicator and a unique surface coating that provides the
consumer with a quality product in the cardboard applicator segment of the
tampon market.

The Company's dollar market share of the domestic tampon market declined
from 29% in 1994 to 26% in 1997 as a result of heavy promotional activity by
Tambrands Inc. in 1995 and early 1996 as Tambrands Inc. management sought to
accelerate category growth and increase its market share. As competitors
(including the Company) responded with their own promotional activities, average
retail selling prices in the category declined by approximately 7%, and retail
and consumer inventories grew. In the second half of 1996, the retail price
environment stabilized, and since the fourth quarter of 1996 average retail
selling prices for both the category and the Company have returned to 1994
levels.

During the eighteen month period from July 1996 through December 1997, the
Company's dollar market share was relatively stable, ranging between 25% and 26%
in dollar terms. However, the Company's shipments to retailers in the first half
of 1997 were negatively impacted by the high retail inventories created by
earlier price-oriented promotional activity and by management's strategic
decision

30
<PAGE>
to reduce these excess inventories by curtailing its trade discount programs.
During the first half of 1997, dollar shipments of Feminine Care products fell
22% versus the prior year. During the same period in 1997, retail sales of the
Company's products exceeded the Company's shipments by 90 million tampons,
indicating that retailers reduced their inventories of PLAYTEX tampons by
approximately six weeks worth of sales.

The Company believes that trade inventories returned to more normal levels
by mid-year 1997 given that (i) dollar shipments in the second half of 1997 were
even with the same period in 1996 and 30% higher than shipments in the first
half of 1997 and (ii) dollar shipments and retail sales in the second half of
1997 were in greater balance with one another. Furthermore, retail sales of
PLAYTEX tampons in the second half of 1997 increased 12% over the same period in
1996, the result of both higher market shares and overall category growth. In
the first quarter of 1998, the Company's Feminine Care business continued to
strengthen with a 30% increase in shipments over the first quarter of 1997. In
addition, the Company's dollar market share increased over the prior year for
the third consecutive quarter (from 25% to 26%), leading to a 12% increase over
the first quarter of 1997 in retail sales of Feminine Care products.

Management's strategy with respect to the Feminine Care business is to
maintain its market share at current levels and increase net sales in line with
growth in the category. The Company intends to continue shifting its marketing
resources into more consumer-driven, brand-building activities such as
advertising and product improvement in order to preserve the brand's premium
price position and maximize cash flow from the business.

The introductions of SLIMFITS in late 1996 and Odor Absorbing GENTLE GLIDE
in late 1997 are examples of Playtex's innovative product development and new
advertising and promotional strategies. SLIMFITS were developed to appeal to
young teens, a key segment of the tampon market. SLIMFITS have a softer and
narrower plastic applicator providing for greater comfort. The Company believes
that SLIMFITS will build its business by encouraging young women to use tampons
rather than pads at an earlier age, and by developing brand loyalty for PLAYTEX
tampons at a time when lifelong preferences are being formed. Odor Absorbing
GENTLE GLIDE tampons are plastic applicator tampons with an all-natural material
in the tampons that absorb odors without the use of a fragrance or deodorant.
This product is designed to appeal to a large group of women who are concerned
with odor protection yet reluctant to use a fragranced tampon.

SUN CARE. The Company's Sun Care business, which accounted for 15% of 1997
Pro Forma net sales, consists of an extensive line of sun care products designed
for specific uses, such as sun protection in sun protection factors ("SPFs")
from 4 to 50, waterproof and sweat proof formulas and infant and children's
products. The Company also sells a variety of BANANA BOAT skin care products,
including sunless tanning lotion, after-sun products, moisturizers and skin
treatment formulas containing additives such as Vitamin E and aloe vera gel. For
1997, the Company's Sun Care products had a 20% unit market share, compared to
an approximate 12% unit market share in 1992, prior to the Company's involvement
with the product line.

Since 1992, the sun care category has grown at a compound annual rate in
excess of 6%. The Company believes the growth prospects for the sun care market
are favorable as a result of increasing consumer awareness of the need for
sunscreen protection and consumers' desire for sun care products targeted
towards their specific age and needs.

Consistent with this trend, the Company has embarked on an aggressive
strategy to introduce new products. For the 1997 sun care season, the Company
launched 21 new product offerings targeted at clearly defined segments of the
sun care market. Among the new BANANA BOAT products were TAN EXPRESS, ACTION
SPORT spray gel, oil-free lotion and BITE BLOCK. The Company believes that one
of the most promising recent introductions is the BIOSUN Sun Care line,
positioned for today's active, health-conscious consumer. BIOSUN, a premium
product line tested by dermatologists, was formulated to provide long-lasting
protection. The brand has gained visibility, in part, due to an educational
program specifically targeted to the medical community, especially
dermatologists.

31
<PAGE>
In late 1997, the Company launched fourteen additional products for each of
the BANANA BOAT and BIOSUN product lines. In BANANA BOAT, the Company introduced
a line of trigger spray products under the QUIKBLOK trademark, a pump spray in
its Active Kids line and several additional TAN EXPRESS products with small
amounts of SPF. In its BIOSUN line, the Company launched a pump spray along with
a clear gel sunscreen.

The Company focuses on a number of different distribution outlets to deliver
its Sun Care products to the consumer. BANANA BOAT is particularly strong with
mass merchandisers among whom the brand held a 25% unit market share for 1997.
Another valuable part of the focused sales effort for Sun Care products is the
use of more than 35 vans to call upon key outlets in the southern and coastal
areas of the country. This ensures product availability and selection in the key
locations during the prime sun care buying season. The van operators manage
product inventory at the store level, invoice customers and transmit key
marketing data to the Company through a network of hand-held computers. This
technology and the information it supplies provide the Company with a
competitive advantage relative to its smaller competitors.

Industry convention and the seasonal nature of the sun care business
requires that manufacturers of sun care products provide retailers with the
opportunity to return unsold products at the end of the season. To better
reflect the impact of potential returns, the Company provides for estimated
returns in its reported operating results as sales are made throughout the year.

HOUSEHOLD PRODUCTS. Playtex competes in two segments of the household
products category: household latex gloves and rug and upholstery cleaning
products. These products accounted for 9% of the Company's Pro Forma net sales
in 1997.

Since the Company introduced the first household latex glove in the U.S. in
1954, PLAYTEX gloves have held the number one market share position in terms of
units sold. The Company's leadership position continued in 1997 with a 39% share
of this category on a units sold basis, up for the third consecutive year from
32% in 1994. Playtex's nationally recognized brand name, based upon its
reputation for superior quality, durability and protection, provides a strong
competitive advantage as the Company's primary competition is from private label
and regional brands. The non-disposable household latex glove market had retail
sales of approximately $82 million in 1997.

Playtex acquired the assets of WOOLITE for $20 million on February 28, 1995.
WOOLITE is the number two rug and upholstery cleaning product with a 17% unit
market share in 1997. Playtex acquired this product line because of its (i)
strong brand name; (ii) number two position in a growing category; (iii)
distribution alongside gloves in food stores, drug chains and mass merchandisers
and (iv) opportunity for line extensions and more effective marketing programs.
Since acquiring the brand in 1995, the Company has introduced new distinctive
packaging to enhance communication of the product attributes to the consumer, an
improved Pet Stain spray in 1996, a new foam Pet Carpet Cleaner in early 1997
and a new liquid carpet cleaning product called STAIN SOLUTIONS in early 1998.

PERSONAL GROOMING. Prior to January 1998, the Company's Personal Grooming
business consisted of JHIRMACK hair care products and TEK toothbrushes.
Following the Acquisitions, this category also includes OGILVIE home hair
permanents, BINACA breath freshener products, DENTAX oral care products, TUSSY
deodorants, DOROTHY GRAY skin care products and BETTER OFF depilatories. On a
Pro Forma basis, Personal Grooming contributed approximately 11% of the
Company's 1997 net sales.

The Company competes in the value priced end of the toothbrush business with
its TEK and DENTAX brands of toothbrushes. Additionally, the Company offers
value priced toothpaste and dental floss under the DENTAX brand.

The Company's OGILVIE brand is the market leader of the $48 million market
for home hair permanents with a 51% dollar share of the market. Because this
category has declined at an annual rate of approximately 10% per year since
1992, it is the Company's strategy to more aggressively consolidate the

32
<PAGE>
market behind its market leadership position and to prudently extend the
well-known OGILVIE brand into closely related hair care categories.

The Company's BINACA brand of breath fresheners is also a well-known brand.
A leader in the spray segment of the market with 48% of the market in terms of
dollar share in 1997, the brand also competes in the more rapidly growing drops
segment of the market. With recent Company research indicating that BINACA has
the highest brand awareness among breath freshener users, the Company believes
this brand equity can provide a platform for future growth initiatives. In
addition, Playtex intends to combine its TEK toothbrush, DENTAX oral care and
BINACA breath care product lines into a consolidated oral care business to
maximize each brand's respective strengths.

MARKETING

The Company allocates a significant portion of its revenues to the
advertising and promotion of its products. Expenditures for these purposes were
$114.3 million, $119.4 million and $117.6 million in fiscal 1997, 1996 and 1995,
respectively. Pro Forma for the Acquisitions, advertising and promotional
spending was $147.1 million in 1997. As part of the Company's strategic shift to
a more consumer driven marketing strategy, the Company has shifted a greater
percentage of its spending to brand-building activities, such as advertising and
sampling programs, and has decreased price-oriented trade spending. The Company
intends to extend this same strategy to the product lines added as a result of
the Acquisitions and any future acquisitions.

The Company believes it is responsible for, and will benefit from, the
building and development of the markets in which it competes. As a result, the
Company is also aggressively developing new category management programs--the
process of working with retailers to increase product category sales and
profitability through analysis of consumer buying habits and improved
merchandising techniques. The Company also intends to bring these skills and
resources to bear on the acquired businesses and in so doing, accelerate the
sales of the acquired businesses over their historical levels.

COMPETITION

The markets for the Company's principal products are highly competitive and
are characterized by the frequent introduction of new products, often
accompanied by major advertising and promotional programs. The Company competes
primarily on the basis of product quality, product differentiation and brand
name recognition supported by advertising and promotion.

The Company's competitors consist of a large number of companies, some of
which have significantly greater financial resources and less leverage than the
Company.

The Company believes that the market for consumer products will continue to
be highly competitive. The level of competition may intensify in the future,
including higher spending for advertising and promotion, new product initiatives
and continued activity in the private label sector.

DISTRIBUTION

The Company sells its products through approximately 175 direct sales
personnel, independent food brokers and exclusive distributors. Independent food
brokers supplement the direct sales force in the food class of trade, primarily
by providing more effective coverage at the store level. In 1997, mass
merchandisers and other similar outlets, supermarkets and drug stores accounted
for 45%, 36% and 19%, respectively, of the Company's net sales. In recent years,
sales through mass merchandisers and price clubs, as a percentage of total
sales, have increased at the expense of drug store sales, while sales through
supermarkets have remained generally consistent.

The field sales force makes sales presentations at the headquarters or home
offices of its customers, where applicable, as well as to individual retail
outlets. The sales representatives focus their efforts on

33
<PAGE>
selling the Company's products, providing services to its direct customers and
executing programs to ensure sales to the ultimate consumer. Consumer-directed
programs include arranging for on-shelf and separate displays, obtaining
temporary retail price reductions from the retailer and coordinating cooperative
advertising participation.

During 1996, Playtex restructured its domestic sales force into two separate
organizations: the Consumer Products Division for Sun Care, Household Products
and Personal Grooming, and the Personal Products Division for Feminine Care and
Infant Care Products. This structure allows the Company's sales forces to focus
more effectively on individual product lines and the Company's new category
management initiatives, which the Company anticipates will allow a more
effective and efficient integration of newly acquired brands through its
existing distribution network.

RESEARCH AND DEVELOPMENT

The Company maintains ongoing research and development in Paramus, New
Jersey. Approximately 69 employees are engaged in these programs, for which
expenditures were $8.0 million, $7.3 million and $6.5 million, respectively,
during each of the last three fiscal years.

TRADEMARKS AND PATENTS

The Company has proprietary rights to a number of trademarks important to
its business, such as ACTION SPORT, AVANCE, BANANA BOAT, BETTER OFF, BINACA,
BINKY, BIOSUN, BITE BLOCK, CHERUBS, CHUBS, COMFORTFLOW COOLSTRAW, DENTAX,
DIAPARENE, DOROTHY GRAY, DROP-INS, EAZY-FEED, GENTLE GLIDE, GET ON THE BOAT,
HEAT CARE, JHIRMACK, LIVING, LUNCHKINS, MOST LIKE MOTHER, MR. BUBBLE, NATURAL
ACTION, OGILVIE, PLAYTEX, PORTABLES, QUIKBLOK, QUICKSTRAW, SAFE 'N SURE, SILK
GLIDE, SLIMFITS, SOFT COMFORT, SPILL-PROOF, TAN EXPRESS, TEK, TUSSY, WET ONES,
WET ONES HANDSAVER and WET ONES SINGLES. The PLAYTEX and LIVING trademarks in
the United States and Canada are owned by Playtex Marketing. Playtex Marketing
is responsible for protecting, exercising quality control over and enforcing the
trademarks. The Company and Apparel each have licenses from Playtex Marketing
for the use of such trademarks in the United States and Canada on a perpetual,
royalty-free basis; Apparel's license is for apparel and apparel-related
products, and the Company's license is for all other products. In all other
countries, Apparel retains title to the PLAYTEX and LIVING trademarks, subject
to a perpetual, royalty-free license to the Company to use such trademarks for
all products other than apparel products. The Company also owns a royalty-free
license in perpetuity to the WOOLITE trademark for rug and upholstery cleaning
products in the United States and Canada.

The Company also owns various patents related to certain products and their
method of manufacture, including patents for the tampon wrap material, the
assembly of the compact tampon, the tampon inserter, the baby nurser holder, the
configuration of certain baby pacifiers, nipples, caps and cups and formulations
for certain sun care and hair care products. The patents expire at varying
times, ranging from 1998 to 2014. The Company also has pending patent
applications for various products and methods of manufacture relating to its
tampon, nurser and toothbrush businesses. While the Company considers its
patents to be important to its business, it believes that the success of its
products is more dependent upon the quality of these products and the
effectiveness of its marketing programs. No single patent is material to the
business of the Company.

RAW MATERIALS AND SUPPLIERS

The principal raw materials used by the Company in the manufacture of its
products are synthetic fibers, resin-based plastics and other chemicals and
certain natural materials, all of which are normally readily available. While
all raw materials are purchased from outside sources, the Company is not
dependent upon a single supplier in any of its operations for any material
essential to its business or not otherwise commercially available to the
Company. The Company has been able to obtain an adequate supply of raw
materials, and no shortage of such materials is currently anticipated.

34
<PAGE>
CUSTOMERS AND BACKLOG

No single customer or affiliated group of customers, except Wal-Mart,
represented over 10% of the net sales of the Company in each of 1997, 1996 and
1995. For each of such periods, net sales to the Company's next three largest
customers represented in the aggregate approximately 14% in 1997, 12% in 1996
and 12% in 1995 of the net sales of the Company. The Company does not expect the
Acquisitions to materially increase this concentration. In accordance with
industry practice, the Company grants credit to its customers at the time of
purchase. In addition, the Company grants extended payment terms to new
customers and for the initial sales of introductory products and product line
extensions, and it grants extended terms on its Sun Care products due to
industry convention and the seasonal nature of this business. See Note 15 of
Notes to the Consolidated Financial Statements included elsewhere in this
Prospectus.

The Company's policy is not to accept returned goods, except for Sun Care
products, which are seasonal in nature. Exceptions to this policy are authorized
by management of the sales organization. Returns result primarily from Sun Care
seasonal products, damage and shipping discrepancies and generally are not
material to the total net sales of the Company.

Because of the short period between order and shipment dates (generally less
than one month) for most of the Company's sales, the dollar amount of current
backlog is not considered to be a reliable indicator of future sales volume.

REGULATION

Government regulation has not materially restricted or impeded the Company's
operations. Certain of the Company's products are subject to regulation under
Federal Food, Drug and Cosmetic Act and the Fair Packaging and Labeling Act. The
Company is also subject to regulation by the Federal Trade Commission with
respect to the content of its advertising, its trade practices and other
matters. The Company is subject to regulation by the United States Food and Drug
Administration in connection with its manufacture and sale of tampons. See
"Legal Proceedings."

ENVIRONMENTAL

The Company believes that it is in substantial compliance with federal,
state and local provisions enacted or adopted regulating the discharge of
materials hazardous to the environment. There are no significant environmental
expenditures anticipated for the current year or for 1999. See "Legal
Proceedings."

PROPERTIES

The principal executive offices of the Company are located at 300 Nyala
Farms Road, Westport, Connecticut 06880 and are occupied pursuant to a lease
which expires in 2004. The Company operates manufacturing and distribution
facilities in Dover, Delaware; Sidney, Ohio; Watervliet, New York; and Arnprior
and Malton, Canada. The Company maintains a research and development facility in
Paramus, New Jersey which is leased on a month-to-month basis. The Company
operates two facilities in Canada. The Arnprior facility, primarily a warehouse
and assembly operation, is owned by the Company. The Malton facility, a
warehouse and office site, is leased from Apparel. This lease expires in 2004.
For 1997, the Company's average manufacturing capacity utilization rate was
approximately 82%.

35
<PAGE>
The following table sets forth the principal properties of the Company at
March 31, 1998:
<TABLE>
<CAPTION>
NO. OF ESTIMATED
FACILITIES OWNED FACILITIES SQUARE FOOTAGE
- --------------------------------------------------------------------------------- --------------- --------------
<S> <C> <C>
Manufacturing/Office/Distribution/Warehouse
Dover, DE.................................................................... 3 710,000
Watervliet, NY............................................................... 1 159,600
Arnprior, Canada............................................................. 1 91,800
Sidney, OH................................................................... 1 54,400

FACILITIES LEASED
- ---------------------------------------------------------------------------------
<S> <C> <C>
Office/Distribution/Warehouse
Dover, DE.................................................................... 5 310,000
Sidney, OH................................................................... 3 227,200
Malton, Canada............................................................... 1 72,800
Westport, CT................................................................. 1 41,700
Paramus, NJ.................................................................. 1 33,000
Montvale, NJ................................................................. 1 19,500
Guaynabo, PR................................................................. 1 13,700
Orlando, FL.................................................................. 1 10,400
Spokane, WA.................................................................. 1 8,400
</TABLE>

In May 1997, the Company signed an agreement to lease certain office space
located in Allendale, New Jersey. This facility contains 43,500 square feet and
will house the Company's Research and Development group. This new lease has a
term of 15 years with two five-year renewal options. The Paramus, New Jersey
facility noted in the above table will be vacated when construction of the
Allendale, New Jersey facility is completed.

EMPLOYEES AND LABOR RELATIONS

The Company's worldwide workforce consisted of approximately 1,930 employees
as of December 27, 1997, of whom 167 were located outside of the United States,
primarily in Canada. Of the United States facilities, only the operation at
Watervliet, New York, has union representation; it is organized by The Brush
Workers Union Local No. 20466 I.U.F.-A.F.L.-C.I.O. The collective bargaining
agreement covered 180 workers at December 27, 1997 and expires on June 24, 2000.
The Company believes that its labor relations are satisfactory and no material
labor cost increases are anticipated.

LEGAL PROCEEDINGS

Beginning in 1980, studies were published leading to the hypothesis that
tampons are associated with TSS. Since 1980, numerous claims have been filed
against manufacturers of tampons, a small percentage of which have been
litigated to conclusion.

The number of TSS claims relating to PLAYTEX tampons has declined
substantially over the years. During the mid-1980s, there were approximately 200
pending claims at any one time relating to PLAYTEX tampons. As of the end of
1997, there were approximately 12 pending claims, although additional claims may
be asserted in the future. For claims filed from October 1, 1985 until November
30, 1995, including four of the claims currently pending, the Company is
self-insured for TSS claims, and bears the costs of defending those claims,
including settlements and trials. Effective December 1, 1995, the Company
obtained insurance coverage with certain limits in excess of a deductible of $1
million per occurrence and $4 million in the aggregate, on claims occurring on
or after December 1, 1995.

The incidence rate of menstrually associated TSS among tampon users has
declined significantly over the years. In 1982, the rate was reported to be
between six and seventeen occurrences per 100,000

36
<PAGE>
menstruating women per year. The most recent reported information as of 1989 is
that the rate is approximately one occurrence per 100,000.

Based on the Company's experience with TSS cases, its evaluation of the
currently pending claims, the reported decline in the incidence of menstrually
associated TSS, the federally-mandated warning about TSS on and in its tampon
packages and the development of case law upholding the adequacy of tampon
warnings which comply with federally-mandated warnings, the Company believes
that there are no claims or litigation pending, including the TSS cases, which
could have a material adverse effect on the consolidated financial position,
results of operations or cash flows of the Company.

The Company, as successor to the Family Products businesses of IPI, is
presently participating as part of a group of several potentially responsible
corporate parties ("PRP Group") in the remediation of the Wildcat Landfill in
Dover, Delaware, which has been designated as a "Superfund" site by the EPA. In
June 1989, the PRP Group entered into a settlement pursuant to which the Company
(together with Apparel) assumed a share of the remediation costs, which share,
based on reasonable engineering estimates, was $565,000 for both companies
combined. The Company and Apparel have each paid $300,000 (or a total of
$600,000) to an escrow fund under an agreement with other settling parties and
site remediation has been completed. Associated monitoring costs are not
expected to be material.

The Company has joined the PRP Group with respect to the Kent County
Landfill Site in Houston, Delaware, which has been designated a "Superfund" site
by the State of Delaware. A study of the site is being conducted to formulate a
remediation plan. The Company's allocated share of the costs of the remediation
study is not expected to exceed $100,000, which amount will be shared equally
with Apparel. Although the remedial costs associated with the site will be
difficult to assess until the study is completed, based on the information
currently available to the Company, the nature and quantity of material
deposited by the Company and the number of other entities in the PRP Group who
are expected to share in the costs and expenses, the Company does not believe
that the costs to the Company will be material. The Company and Apparel will
share equally all expenses and costs associated with IPI's involvement with this
site.

The Company is a defendant in various other legal proceedings, claims and
investigations which arise in the normal course of business. In the opinion of
management, the ultimate disposition of these matters, including those described
above, will not have a material adverse effect on the consolidated financial
position, results of operations or cash flows of the Company.

37
<PAGE>
MANAGEMENT

DIRECTORS AND EXECUTIVE OFFICERS

The following table sets forth information regarding the Company's directors
and executive officers:

<TABLE>
<CAPTION>
NAME AGE POSITION
- ----------------------------------------------------- --- -----------------------------------------------------
<S> <C> <C>
Robert B. Haas....................................... 50 Chairman and Director
Michael R. Gallagher................................. 52 Chief Executive Officer and Director
Michael F. Goss...................................... 38 Executive Vice President, Chief Financial Officer and
Director
Richard G. Powers.................................... 52 President, Personal Products Division
Max R. Recone........................................ 43 President, Consumer Products Division
James S. Cook........................................ 46 Senior Vice President, Operations
Irwin S. Butensky, Ph.D.............................. 62 Senior Vice President, Research and Development
John D. Leahy........................................ 44 Senior Vice President, Corporate Sales/ International
Thomas H. Lee........................................ 54 Director
Kenneth F. Yontz..................................... 53 Director
Timothy O. Fisher.................................... 48 Director
Douglas D. Wheat..................................... 47 Director
Michael R. Eisenson.................................. 42 Director
C. Ann Merrifield.................................... 47 Director
Wyche H. Walton...................................... 32 Director
John W. Childs....................................... 56 Director
</TABLE>

The business experience, principal occupations and employment as well as the
periods of service of each of the directors and executive officers of the
Company during the last five years are set forth below.

ROBERT B. HAAS has been Chairman and a Director of the Company since 1995.
Mr. Haas has been actively involved in private investments since 1978,
specializing in leveraged buyouts. He has served as Chairman of the Board and
Chief Executive Officer of Haas Wheat since 1995; he has also been Chairman of
the Board and Chief Executive Officer of Haas Wheat Advisory Partners
Incorporated since 1992 and Chairman of the Board of Haas & Partners
Incorporated since 1989 (each of which is a private investment firm specializing
in leveraged acquisitions). Mr. Haas has been Chairman and a Director of
Nebraska Book Company, Inc. since 1998. Mr. Haas serves as a director of
Specialty Foods Acquisition Corporation, Specialty Foods Corporation (a producer
of specialty food products), Sybron International Corporation, Smarte Carte
Corporation, Walls Holding Company, Inc. and NBC Acquisition Corp.

MICHAEL R. GALLAGHER has been the Chief Executive Officer and a Director of
the Company since 1995. Prior to joining the Company, Mr. Gallagher was Chief
Executive Officer of North America for R&C from 1994 to 1995. Mr. Gallagher was
President and Chief Executive Officer of Eastman Kodak's L&F Products subsidiary
from 1988 until the subsidiary was sold to R&C in 1994. From 1984 to 1988, Mr.
Gallagher held various executive positions with the Lehn & Fink Group of
Sterling Drug. From 1982 to 1984, he was Corporate Vice President and General
Manager of the Household Products Division of The Clorox Company ("Clorox").
Prior to that, Mr. Gallagher had various marketing and general management
assignments with Clorox and with Procter & Gamble. He is presently a director of
Fleet Bank N.A. and the Grocery Manufacturers Association.

MICHAEL F. GOSS has been Executive Vice President and Chief Financial
Officer of the Company since December 1994. He has served as a Director of the
Company since 1995. From 1992 to 1994, Mr. Goss was Treasurer and Vice
President--Corporate Development of Oak Industries, Inc. ("Oak"), an electronic
components company. From 1990 to 1992, he was Director of Financial Planning for
Oak.

38
<PAGE>
RICHARD G. POWERS has been the President of the Personal Products Division
of the Company since 1996. Prior to joining the Company, Mr. Powers was
President of R&C's North American Personal Products Division. From 1992 to 1995,
he was Vice President of Sales for R&C, and from 1990 to 1992 he was Vice
President of Marketing for R&C's Durkee-French Foods Division. From 1973 to
1990, Mr. Powers held various positions in marketing and general management at
General Foods Corp.

MAX R. RECONE has been the President of the Consumer Products Division of
the Company since March 1996. From 1995 to 1996, he was Vice President and
Business Manager for Sun Care, Hair Care and Household Products. From 1993 to
1995, he served as Vice President--Banana Boat. From 1992 to 1993, he was Vice
President--Sales of the Company. From 1990 to 1992, Mr. Recone served as Vice
President/ General Manager of Playtex Limited, the Company's Canadian
subsidiary.

JAMES S. COOK has been Senior Vice President, Operations of the Company
since 1991. From 1990 to 1991, he was Vice President, Dover Operations of the
Company. From 1988 to 1990, he was Vice President of Distribution, Logistics &
MIS of the Company. From 1982 to 1988, Mr. Cook held various senior level
positions in manufacturing and distribution with the Company. From 1974 to 1982,
he held various manufacturing and engineering positions at Procter & Gamble.

IRWIN S. BUTENSKY, Ph.D., has been Senior Vice President, Research and
Development of the Company since 1990. From 1979 to 1990 he was Vice President
of Research & Development for the Company. From 1967 to 1979, Dr. Butensky held
several senior technical positions at Richardson-Vicks, Inc., his last being
Director of Dermatology Research.

JOHN D. LEAHY has been Senior Vice President, Corporate Sales/International
of the Company since January of 1998. From June 1996 until January of 1998 he
was Vice President of Corporate Sales/ International. From June 1993 to June
1996 he was Vice President of Sales of the Company. From 1992 to 1993, he served
as Vice President of Trade Marketing. From 1982 to 1992, Mr. Leahy held various
field sales positions with the Company including Vice President of Field Sales.

THOMAS H. LEE has been a Director of the Company since 1988. Since 1974, Mr.
Lee has been President of The Thomas H. Lee Company, a firm engaged in
investment activities. He is currently a director of Finlay Enterprises, Inc.
(operator of leased fine jewelry departments), First Security Services
Corporation (provider of security services), Livent, Inc. (theater productions),
and Vail Resorts, Inc. (operator of resorts). Mr. Lee is also a general partner
of the ML-Lee Acquisition Fund, L.P., ML-Lee Acquisition Fund II, L.P. and
ML-Lee Acquisition Fund (Retirement Accounts) II, L.P. (collectively, the
"ML-Lee Acquisition Funds"). Mr. Lee is Chairman of Thomas H. Lee Advisors I,
and general partner of Thomas H. Lee Advisors II, L.P., the investment advisors
to the ML-Lee Acquisition Funds. He is the general partner of the THL Equity
Advisors Limited Partnership, the general partner of and investment advisor to
Thomas H. Lee Equity Partners, L.P. Mr. Lee has notified the Company that he
does not intend to stand for re-election as a Director of the Company at the
next annual meeting of stockholders.

KENNETH F. YONTZ has been a Director of the Company since 1995. Mr. Yontz
has been Chairman of the Board, President and Chief Executive Officer of Sybron
International Corporation (a manufacturer of dental and laboratory products)
since 1987. He previously served as Executive Vice President of the Allen
Bradley Company. He is a director of Berg Electronics, Inc. (a manufacturer of
connectors).

TIMOTHY O. FISHER has been a Director of the Company since 1996. Mr. Fisher
has been a Vice President since 1986 of The Hillman Company (diversified
investments and operations) and is a director of several private companies.

DOUGLAS D. WHEAT has been a Director of the Company since June 1995. Mr.
Wheat has been President of Haas Wheat since 1995 and President of Haas Wheat
Advisory Partners Incorporated since 1992 (each of which is a private investment
firm specializing in leveraged acquisitions). He was Co-Chairman of Grauer &
Wheat, Inc. (a private investment firm) from 1989 to 1992 and Senior Vice
President of Donaldson, Lufkin & Jenrette Securities Corporation from 1985 to
1989. Mr. Wheat serves as a director of

39
<PAGE>
Specialty Foods Acquisition Corporation, Specialty Foods Corporation (a producer
of specialty food products), Smarte Carte Corporation, Walls Holding Company,
Inc., NBC Acquisition Corp. and the Nebraska Book Company, Inc.

MICHAEL R. EISENSON has been a Director of the Company since March 1997. Mr.
Eisenson is the President and Chief Executive Officer of Harvard Private Capital
Group, Inc. ("HPC"), which is the investment advisor for the private equity and
real estate portfolios of the Harvard University endowment fund. Prior to
joining HPC in 1986, Mr. Eisenson was a Manager with The Boston Consulting Group
from 1981 to 1985. He serves on the Boards of Directors of Harken Energy
Corporation, ImmunoGen, Inc., United Auto Group, Inc. and The W.M.F. Group, as
well as those of several private companies.

C. ANN MERRIFIELD has been a Director of the Company since May 1997. Ms.
Merrifield has been President of Genzyme Genetics, a wholly owned subsidiary of
Genzyme Corporation (a biotechnology company), since 1996. She previously served
as Vice President, Marketing and Business Development of Genzyme Genetics from
1992 to 1996. Prior to that, Ms. Merrifield was a Partner with Bain and Company
(a consulting firm) from 1987 to 1992.

WYCHE H. WALTON has been a Senior Vice President of Haas Wheat since 1995.
From 1994 to 1995, Mr. Walton was Chief Financial Officer of McGarr Capital
Management Corp., a private investment firm. During 1993 and 1994, he was a
Manager at KPMG Peat Marwick, LLP. Mr. Walton also serves as a Director of
Smarte Carte Corporation. Mr. Walton has notified the Company that he does not
intend to stand for re-election as a Director of the Company at the next annual
meeting of stockholders.

JOHN W. CHILDS has been President of J.W. Childs Associates, L.P., a
Boston-based private investment firm, since July 1995. Prior to that time, he
was an executive at The Thomas H. Lee Company from May 1987, most recently
holding the position of Senior Managing Director. Prior to that, Mr. Childs was
with the Prudential Insurance Company of America where he held various executive
positions in the investment area ultimately serving as Senior Managing Director
in charge of the Capital Markets Group. He is a director of Big V Supermarkets,
Inc. (an operator of supermarkets), Central Tractor Farm & Country, Inc. (an
operator of specialty hardware stores and a mail order business), Chevys, Inc.,
Cinnabon, Inc., DESA International, Inc. (manufacturer and marketer of heating
and power tool products), The Edison Project, Inc., and Select Beverages, Inc.
(an independent bottler and distributor of soft drinks and new age beverages).

There are no family relationships among any of the foregoing persons.

COMPENSATION OF EXECUTIVE OFFICERS

Amounts payable under the Company's Management Incentive Plan are calculated
based upon the following factors: (i) annual base salary; (ii) each employee's
targeted percentage (a percentage of base salary that increases for higher
positions within the Company, thereby placing a greater percentage of
compensation at risk for those with greater responsibility); (iii) corporate
results with respect to net sales, operating profit and cash flow (each as
defined in the Management Incentive Plan), measured against objectives
established at the beginning of each year by the Board and (iv) except for the
Company's chief executive officer (the "Chief Executive Officer"), an individual
performance factor based on measured accomplishment of goal-oriented projects.
For all plan participants other than the Chief Executive Officer, the three
financial targets and performance against the individual goals are weighted
equally. For the Chief Executive Officer, the targets are weighted 50% on
operating profit and 25% on each of net sales and cash flow. In 1997, 88
employees, including the Chief Executive Officer, participated in this plan.

Mr. Gallagher was named Chief Executive Officer of the Company effective
July 10, 1995. The Company entered into a Memorandum of Understanding, dated as
of June 21, 1995 (the "Memorandum"), with Mr. Gallagher, providing for his
employment as the Company's Chief Executive Officer for a five-year period,
unless earlier terminated or extended in accordance with the Memorandum or by

40
<PAGE>
agreement of the parties. The Memorandum, which was approved by the Compensation
Committee, provides for a base salary, certain incentive bonuses, and the grant
of stock options with respect to 800,000 shares of Common Stock pursuant to the
1994 Stock Option Plan to become exercisable in equal installments over a
four-year period. The incentive bonuses available to Mr. Gallagher under the
Memorandum are (i) an annual Incentive Bonus pursuant to the formulas set forth
in the Company's Management Incentive Plan, (ii) Special Bonuses as of the last
day of calendar year 1997, 1996 and 1995 in the amounts of $300,000, $300,000
and $650,000, respectively, and (iii) Special Price-Based Incentive Compensation
consisting of $1 million cash payments if and when the Company's Common Stock
first reaches trading price levels of $15, $20, $25, and $30, in each case for
at least 30 consecutive days prior to June 30, 2000.

During fiscal year 1996, Mr. Gallagher received stock options with respect
to an additional 100,000 shares of Common Stock pursuant to the 1994 Playtex
Stock Option Plan which become exercisable in equal installments over a
three-year period.

The 1994 Stock Option Plan, which has been approved by the Company's
stockholders, authorizes the grant to directors, executives and other key
employees of the Company of long-term incentive share awards in the form of
options ("Options") to purchase Common Stock and SARs. The 1994 Stock Option
Plan is administered by the Compensation Committee. The aggregate number of
shares of Common Stock which may be issued upon exercise of Options and SARs may
not exceed 5,047,785 shares (subject to further adjustments for stock dividends
and stock splits); provided that the aggregate number of such shares which may
be issued upon the exercise of Options and SARs granted to any single director
or Executive Officer (as defined in the 1994 Stock Option Plan) may not exceed
1,000,000. Options and SARs may not be granted under the 1994 Stock Option Plan
after October 2003. As of April 8, 1998, 2,009,076 shares remained available for
issuance under the 1994 Stock Option Plan (subject to stockholder approval at
the next annual meeting).

The Chief Executive Officer and each of his direct reports are parties to
agreements with the Company with respect to termination of employment. In the
event of termination by the Company without Cause (as defined in such
agreements) which occurs prior to a Change of Control (as defined in such
agreements), Mr. Gallagher and Mr. Goss are entitled to receive two years'
salary, bonus and fringe benefits, and the other executives are entitled to
receive one year's salary, bonus and fringe benefits. Additionally, in the event
of termination of employment prior to a Change of Control, due to death or
"Disability" (as defined in the Company's Long Term Disability Policy), Mr.
Gallagher or his estate is entitled to receive two years' salary, bonus and
fringe benefits. In the event employment is terminated within three years
following a Change of Control, each of the executives except Mr. Gallagher would
receive one year's salary, bonus and fringe benefits. Mr. Gallagher would enter
into a five year non-compete agreement following termination arising from a
Change of Control for total consideration equal to three years' salary, bonus
and fringe benefits. Mr. Goss is additionally obligated to make himself
available as a consultant to the Company for a period of six months following
termination arising from a Change of Control for total consideration equal to
one year's salary, bonus and fringe benefits. In the event of a Change of
Control, each executive is entitled to receive a one-time payment equal to the
highest annual bonus received in the last three fiscal years, whether or not
employment is terminated.

41
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 22, 1998, and as adjusted to reflect the
sale of the Common Stock offered hereby, by (i) the Chief Executive Officer and
each of the other four most highly compensated executive officers of the
Company, (ii) each Director of the Company, (iii) all Directors and executive
officers as a group, (iv) all persons known by the Company to own beneficially
5% or more of the Common Stock and (v) each U.S. Selling Stockholder. Unless
otherwise indicated, each of the stockholders has sole voting and investment
power with respect to the shares of Common Stock beneficially owned by such
stockholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY
OWNED SHARES BENEFICIALLY
PRIOR TO THE U.S. NUMBER OF OWNED
OFFERING (1) SHARES AFTER THE U.S. OFFERING
NAME AND ADDRESS ----------------------- BEING OFFERED -----------------------
OF BENEFICIAL OWNERS NUMBER PERCENT (2) NUMBER PERCENT
- --------------------------------------- ------------ --------- ------------- ------------ ---------
<S> <C> <C> <C> <C> <C>
Robert B. Haas......................... 20,000,000(3) 33.2% -- 20,000,000 33.2%
Michael R. Gallagher................... 485,668(4) * -- 485,668 *
Michael F. Goss........................ 163,001 * -- 163,001 *
Richard G. Powers...................... 16,667 * -- 16,667 *
Max R. Recone.......................... 126,667 * -- 126,667 *
James S. Cook.......................... 176,667 * -- 176,667 *
Thomas H. Lee.......................... 3,336,455(5) 5.5% -- (6) -- --(6)
Kenneth F. Yontz....................... 10,600 * -- 10,600 *
Timothy O. Fisher...................... 21,663(7) * -- 21,663(7) *
Douglas D. Wheat....................... -- -- -- -- --
Michael R. Eisenson.................... 2,915,963(8) 4.8% -- 2,915,963(8) 4.8%
C. Ann Merrifield...................... 1,800 * -- 1,800 *
Wyche H. Walton........................ -- -- -- -- --
John W. Childs......................... 8,338,422(9) 13.8% 8,128,666(10) -- --(10)
All current directors and executive
officers as a group (14 persons)..... 32,677,610 (9) 53.5% 8,128,666(10) 21,002,733 34.4%
Partnerships managed by Haas
Wheat(3)............................. 20,000,000(3) 33.2% -- 20,000,000(3) 33.2%
Stinson Capital Partners, L.P. et al.
909 Montgomery Street Suite 400 San
Francisco, CA 94113(11).............. 5,001,300 8.3% -- 5,001,300 8.3%
J.W. Childs Equity Partners, L.P....... 7,855,764 13.0% 7,855,764 -- --
</TABLE>

- ------------------------

* Indicates less than one percent.

(1) Includes shares that may be acquired upon the exercise of stock options
granted by the Company that are exercisable within 60 days of April 8, 1998.
The shares beneficially owned include 466,668, 135,001, 16,667, 86,667,
86,667, 10,600, and 1,800 shares subject to currently exercisable options
granted to Messrs. Gallagher, Goss, Powers, Recone, Cook and Yontz and Ms.
Merrifield, respectively, and an aggregate of 804,070 shares subject to
currently exercisable options granted to all directors and executive
officers.

(2) In addition to the shares included under this column, approximately 66
additional stockholders, holding approximately 1,128,679 additional shares
of Common Stock, will be afforded the opportunity to sell all of these
shares in connection with the U.S. Offering.

(3) Includes 8,055,555 shares (approximately 13.4% of the outstanding shares)
owned by HWH Capital Partners, L.P., 9,028,482 shares (approximately 15.0%
of the outstanding shares) owned by HWH Valentine Partners, L.P., and
2,915,963 shares (approximately 4.8% of the outstanding shares) owned by HWH
Surplus Valentine Partners, L.P. ("Surplus"). The address of each of the
foregoing partnerships is c/o Haas Wheat & Partners Incorporated, 300
Crescent Court, Suite 1700, Dallas, Texas

42
<PAGE>
75201. The sole general partner of each of such partnerships is a limited
partnership, and the sole general partner of each of such limited
partnerships is a corporation controlled by Mr. Haas. By virtue of his
control of such corporations, Mr. Haas has sole voting and dispositive power
over 17,084,037 shares and shared voting and dispositive power over
2,915,963 shares.

(4) Includes 9,000 shares held by Mr. Gallagher's children. Mr. Gallagher
disclaims beneficial ownership of these shares.

(5) Includes 1,361,951 shares held of record by the 1989 Thomas H. Lee Nominee
Trust dated September 29, 1989, 1,406,204 shares held of record by the
ML-Lee Acquisition Fund, L.P., 343,726 shares held of record by the ML-Lee
Acquisition Fund II, L.P. and 183,560 shares held of record by the ML-Lee
Acquisition Fund II (Retirement Accounts), L.P. While Mr. Lee has shared
voting and dispositive power over the shares held by the limited
partnerships, he disclaims beneficial ownership of such shares. Certain of
the 1,361,951 shares held of record by the 1989 Thomas H. Lee Nominee Trust
are subject to options to purchase granted by such trust to certain
employees and consultants of The Thomas H. Lee Company. Also included are
20,507 shares held by the Stephen Zachary Lee 1988 Irrevocable Trust and
20,507 shares held by the Robert Schiff Lee 1988 Irrevocable Trust. Mr. Lee
also disclaims beneficial ownership of the shares held by such trusts. The
address of Mr. Lee is c/o The Thomas H. Lee Company, 75 State Street, Suite
2600, Boston, MA 02109.

(6) All of the shares owned by the persons named in note (5) above are being
offered by them pursuant to a separate Prospectus in the International
Offering. These shares may not be sold by the International Underwriters
into the United States or Canada. The U.S. Offering is conditioned upon all
of the shares offered in the International Offering being sold. See
"Underwriting."

(7) Includes 16,663 shares held of record by Mr. Fisher's spouse and children.
Mr. Fisher disclaims beneficial ownership of these shares.

(8) Represents shares owned by Surplus, of which Phemus Corporation is the sole
Limited Partner. Mr. Eisenson is the President and Chief Executive Officer
of Harvard Private Capital Group, the investment advisor for Phemus
Corporation. While Mr. Eisenson has shared voting and dispositive power over
the shares, he disclaims beneficial ownership of such shares.

(9) Includes 7,855,764 shares (approximately 13.0% of the outstanding shares)
beneficially owned by J.W. Childs Equity Partners L.P. ("Childs LP"), a
Delaware limited partnership, J.W. Childs Advisors L.P. ("JWC Advisors"), a
Delaware limited partnership which is the general partner of Childs LP, 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., and 482,658 shares owned by John W. Childs
directly. The address of Mr. Childs and Childs LP is c/o J.W. Childs
Associates, L.P., One Federal Street, Boston, MA 02110.

(10) Includes 7,855,764 shares beneficially owned by Childs LP and 272,902
shares owned by John W. Childs. In addition to the shares being offered
hereby, John W. Childs is also offering 209,756 Shares as part of the
International Offering. See "Underwriting."

(11) On December 16, 1997, the Company received a Schedule 13D dated December 4,
1997 filed with the SEC in respect of ownership of an aggregate of 5,001,300
shares of Common Stock by a group comprised of Stinson Capital Partners,
L.P., BK Capital Partners IV, L.P., The Carpenters Pension Trust for
Southern California, United Brotherhood of Carpenters and Joiners of America
Local Unions and Councils Pension Fund, Insurance Company Supported
Organizations Pension Plan, Richard C. Blum & Associates, L.P., Richard C.
Blum & Associates, Inc. and Richard C. Blum. Each filing person reported
shared voting power and shared dispositive power with respect to all of such
shares. The Company has not attempted to verify independently any of the
information contained in the Schedule 13D.

43
<PAGE>
DESCRIPTION OF CAPITAL STOCK

As of the date of this Prospectus, the authorized capital stock of the
Company consists of 100,000,000 shares of Common Stock, par value $.01 per
share, and 50,000,000 shares of Preferred Stock, par value $.01 per share (the
"Preferred Stock").

COMMON STOCK

Both prior to and following the offering, 60,282,650 shares of Common Stock
will be issued and outstanding. The holders of Common Stock are entitled to one
vote per share on all matters voted on by the stockholders, including the
election of directors and, except as otherwise required by law or provided in
any resolution adopted by the Company's Board with respect to any series of
Preferred Stock, the holders of such Common Stock exclusively possess all voting
power. The Certificate of Incorporation does not provide for cumulative voting
in the election of directors. Subject to any preferential rights of any
outstanding series of Preferred Stock, the holders of Common Stock are entitled
to such dividends as may be declared from time to time by the Board from funds
available therefor, and upon liquidation are entitled to receive pro rata all
assets of the Company available for distribution to such holders. The Common
Stock does not have any preemptive rights.

PREFERRED STOCK

Subject to the provisions of the Certificate of Incorporation and
limitations prescribed by law, the Board has the authority to issue up to
50,000,000 shares of Preferred Stock in one or more series and to fix the
rights, preferences, privileges and restrictions thereof, including dividend
rights, dividend rates, conversion rates, voting rights, terms of redemption,
redemption prices, liquidation preferences and the number of shares constituting
any series or the designation of such series, which may be superior to those of
the Common Stock, without further vote or action by the stockholders. There will
be no shares of Preferred Stock outstanding upon the closing of the Offering and
the Company has no present plans to issue any Preferred Stock.

One of the effects of undesignated Preferred Stock may be to enable the
Board to render more difficult or to discourage an attempt to obtain control of
the Company by means of a tender offer, proxy contest, merger or otherwise, and
thereby to protect the continuity of the Company's management. The issuance of
shares of the Preferred Stock may adversely affect the rights of the holders of
Common Stock. For example, Preferred Stock issued by the Company may rank prior
to the Common Stock as to dividend rights, liquidation preference or both, may
have full or limited voting rights and may be convertible into shares of Common
Stock. Accordingly, the issuance of shares of Preferred Stock may discourage
bids for the Common Stock or may otherwise adversely affect the market price of
the Common Stock.

CERTAIN PROVISIONS OF CERTIFICATE OF INCORPORATION, BY-LAWS AND DELAWARE LAW

NUMBER OF DIRECTORS, FILLING VACANCIES AND REMOVAL. The Certificate of
Incorporation provides that the number of directors of the Board will be fixed
in the manner provided by the By-laws. The By-laws provide that the Board shall
consist of at least one and not more than 15 directors; provided that until the
Termination Date (defined below) the number of directors shall be an odd number
of at least nine and not more than 15. "Termination Date" means the first date
on which no party is contractually obligated to vote for nominees for director
under the Stock Purchase Agreement. The Termination Date has not yet occurred.

The By-laws create two special committees of the Board responsible for
nominating directors until the Termination Date. The purpose of the two
committees is to ensure that Haas Wheat has the ability to nominate a majority
of the members of the Board.

44
<PAGE>
The "Purchaser Nominating Committee," which consists of directors designated
by Haas Wheat or directors who have been nominated by such designees
(collectively, the "Purchaser Directors"), has the exclusive authority of the
Board to nominate a number of nominees for election at any stockholder meeting
at which one or more directors are to be elected or by written consent of the
stockholders, which (when added to the number of continuing directors who are
not then subject to election and who are Purchaser Directors) is equal to the
smallest number that constitutes a majority of the Board (a "Simple Majority").
The By-laws also grant the Purchaser Nominating Committee exclusive authority to
fill any vacancies occurring in a directorship which was held by a Purchaser
Director or any newly created directorship that results from increasing the size
of the Board (but only when the increase, when added to the number of continuing
Purchaser Directors, is equal to the smallest number that constitutes a Simple
Majority). If there are no Purchaser Directors, then a special meeting of the
stockholders will be called and the stockholders will have the authority, and
will be required to, fill the vacancies.

The "Non-Purchaser Nominating Committee," which consists of the directors
who are not Purchaser Directors (the "Non-Purchaser Directors"), has the
exclusive authority of the Board to nominate a number of nominees for election
at any stockholders meeting at which one or more directors are to be elected or
by written consent of stockholders, which (when added to the number of
continuing directors who are not subject to election and who are not Purchaser
Directors is equal to the total number of directors less a Simple Majority);
provided that two of the Non-Purchaser Directors must be Unaffiliated Persons
(defined below) (one of whom must be qualified under NYSE rules and policies to
sit on the audit committee of the Board) and at least two of the Non-Purchaser
Directors must be executive officers of the Company (one of whom must be the
Chief Executive Officer). "Unaffiliated Person" means any person who is not
employed by, affiliated with or otherwise related to Haas Wheat or any entity
controlled by Haas Wheat, and who does not have a material business relationship
with Haas Wheat or any entity controlled by Haas Wheat.

The Non-Purchaser Nominating Committee also has the exclusive authority of
the Board to fill any vacancy occurring in a directorship which was held by a
Non-Purchaser Director who is not an executive officer of the Company or any
vacancies occurring in any newly-created directorship that results from
increasing the size of the Board to the extent such newly-created directorships
are not required to be filled by the Purchaser Nominating Committee. If there
are no Non- Purchaser Directors, then the board shall have the power to fill any
and all such vacancies or newly-created directorships then existing; provided
that any directors elected pursuant to the foregoing must be Unaffiliated
Persons.

Finally, until the Termination Date, any nomination of a nominee to succeed
a Non-Purchaser Director who is an executive officer must be made by the Board,
and any vacancy in a directorship which was held by a Non-Purchaser Director who
was an executive officer may be filled only by the Board and not by the
stockholders of the Company.

The Board has proposed an amendment to the By-laws, for approval by the
stockholders at the next annual meeting of the Company. The proposed amendment
provides that one of the Non-Purchaser Directors shall be designated to serve on
the Company's Board by Childs LP. Childs LP is entitled to make this designation
until the earlier of (i) the date upon which Childs LP holds in the aggregate
less than 4,628,688 shares of the Common Stock and (ii) the tenth anniversary of
the closing date of the PCH acquisition. In the event this Offering is
consummated in full, Childs LP would own an insufficient number of shares to be
entitled to make this designation.

Mr. Childs has indicated that he will resign as a Director of the Company if
and when Childs LP is no longer entitled to designate a Director as provided in
the proposed amendment to the By-laws of the Company.

ADVANCE NOTICE PROVISIONS FOR STOCKHOLDER NOMINATIONS AND STOCKHOLDER
PROPOSALS AT SPECIAL MEETINGS. The By-laws establish an advance notice procedure
for stockholders to make nominations of candidates for election as directors, or
to bring other business before a special meeting of stockholders of the Company
(the "Stockholder Notice Procedure").

45
<PAGE>
The Stockholder Notice Procedure provides that only individuals who are
nominated by, or at the direction of, the Board, or by a stockholder who has
given timely written notice to the Secretary of the Company prior to the meeting
at which directors are to be elected, will be eligible for election as directors
of the Company. Under the Stockholder Notice Procedure, for notice of
stockholder nominations to be timely made, such notice must be received by the
Company by the tenth day after public announcement of the date of such annual or
special meeting of stockholders is first made; provided that such notice is not
required to be made more than 60 days prior to such a meeting.

Under the Stockholder Notice Procedure, a stockholder's notice to the
Company must contain certain information, including, without limitation, the
identity and address of the nominating stockholder, the class and number of
shares of stock of the Company which are owned by such stockholder and all
information regarding the proposed nominee that would be required to be included
in a proxy statement soliciting proxies for the proposed nominee. If the
Chairman of the Board or other officer presiding at a meeting determines that a
person was not nominated in accordance with the Stockholder Notice Procedure
such person will not be eligible for election as a director.

By requiring advance notice of nominations by stockholders, the Stockholder
Notice Procedure affords the Board an opportunity to consider the qualifications
of the proposed nominees and, to the extent deemed necessary or desirable by the
Board, to inform stockholders about such qualifications.

The By-laws require the Board to attend the annual stockholders' meeting.
Except as otherwise provided by law, special meetings of the stockholders of the
Company may be called by the Company's President. A special meeting may also be
called at the written request of either a majority of the Board or by
stockholders owning a majority of the entire capital stock of the Company issued
and outstanding and entitled to vote.

Whenever stockholders are required or permitted to take any action at a
meeting, a written notice of the meeting shall be given, and in the case of a
special meeting, the purpose for the meeting. The written notice of any meeting
shall be given to each stockholder entitled to vote not less than ten nor more
than sixty days before the date of the meeting.

OTHER CHARTER AND BY-LAW PROVISIONS. The Certificate of Incorporation
expressly authorizes the Board to make, alter or repeal the By-laws. If a
proposed alteration, amendment, repeal or adoption of new By-laws is to be
introduced by way of a special meeting, then the notice of the meeting shall
include the proposed change. The power conferred upon the Board does not divest
or limit the power of the stockholders to adopt, amend or repeal the By-laws.
However, until the Termination Date, certain provisions of the By-laws may not
be repealed or amended without the affirmative vote of the holders of shares of
Common Stock representing at least 66 2/3% of the Company.

Additionally, the Certificate of Incorporation has limited the personal
liability of the Company's directors to the Company or its stockholders for
monetary damages for breach of fiduciary duty as a director, except for
liability (i) for any breach of the director's duty of loyalty to the Company or
its stockholders, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (iii) under Section 174 of
the General Corporation Law of the State of Delaware or (iv) for any transaction
from which the director derived an improper personal benefit.

SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW. The Company is subject
to the provisions of Section 203 of the General Corporation Law of the State of
Delaware ("Section 203"). Under Section 203, certain "business combinations"
between a Delaware corporation whose stock generally is publicly traded or held
of record by more than 2,000 stockholders and an "interested stockholder" are
prohibited for a three-year period following the date that such a stockholder
became an interested stockholder, unless (i) the corporation has elected in its
original certificate of incorporation not to be governed by Section 203 (the
Company did not make such an election), (ii) the business combination was
approved by the Board of Directors of the corporation before the other party to
the business combination became an interested

46
<PAGE>

stockholder, (iii) upon consummation in full of the transaction that made it an
interested stockholder, the interested stockholder owned at least 85% of the
voting stock of the corporation outstanding at the commencement of the
transaction (excluding voting stock owned by directors who are also officers or
held in employee benefit plans in which the employees do not have a confidential
right to tender or vote stock held by the plan) or (iv) the business combination
was approved by the Board of Directors of the corporation and ratified by
two-thirds of the voting stock which the interested stockholder did not own. The
three-year prohibition also does not apply to certain business combinations
proposed by an interested stockholder following the announcement or notification
of certain extraordinary transactions involving the corporation and a person who
had not been an interested stockholder during the previous three years or who
became an interested stockholder with the approval of the majority of the
corporation's directors. The term "business combination" is defined generally to
include mergers or consolidations between a Delaware corporation and an
"interested stockholder," transactions with an "interested stockholder"
involving the assets or stock of the corporation or its majority-owned
subsidiaries and transactions which increase an interested stockholder's
percentage ownership of stock. The term "interested stockholder" is defined
generally as a stockholder who, together with affiliates and associates, owns
(or, within three years prior, did own) 15% or more of a Delaware corporation's
voting stock. Section 203 could prohibit or delay a merger, takeover or other
change in control of the Company and therefore could discourage attempts to
acquire the Company.

REGISTRATION RIGHTS

In connection with the Investment, the Investors and the Company entered
into a registration rights agreement granting the Investors the right, under
certain circumstances, to cause the Company to register under the Securities Act
the shares of Common Stock held by them, and the right to include in certain
registrations under the Securities Act of shares of Common Stock to be sold by
the Company or by stockholders of the Company, the shares of Common Stock held
by the Investors. In addition, the U.S. Selling Stockholders and the
International Selling Stockholders have certain registration rights which, upon
the consummation in full of the U.S. Offering and International Offering,
respectively, will terminate.

TRANSFER AGENT AND REGISTRAR

The Transfer Agent and Registrar for the Common Stock is ChaseMellon
Shareholder Services, LLC, located at 80 Challenger Road, Ridgefield Park, New
Jersey.

47
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"U.S. Purchase Agreement") among the Company, each of the U.S. Selling
Stockholders and each of the underwriters named below (the "U.S. Underwriters"),
the U.S. Selling Stockholders have agreed to sell to each of the U.S.
Underwriters, and each of the U.S. Underwriters severally has agreed to purchase
from the U.S. Selling Stockholders, the number of shares of Common Stock set
forth opposite its name below.

<TABLE>
<CAPTION>
NUMBER
U.S. UNDERWRITERS OF SHARES
----------
<S> <C>
Merrill Lynch, Pierce, Fenner & Smith
Incorporated...............................................................................
Donaldson, Lufkin & Jenrette Securities Corporation..................................................
Goldman, Sachs & Co. ................................................................................
Morgan Stanley & Co. Incorporated....................................................................
PaineWebber Incorporated.............................................................................
Smith Barney Inc.....................................................................................
----------
Total...................................................................................... 9,257,345
----------
----------
</TABLE>

Merrill Lynch, Pierce, Fenner & Smith Incorporated, Donaldson, Lufkin &
Jenrette Securities Corporation, Goldman, Sachs & Co., Morgan Stanley & Co.
Incorporated, PaineWebber Incorporated and Smith Barney Inc. are acting as the
representatives (the "U.S. Representatives") of the U.S. Underwriters.

The Company and certain other stockholders of the Company (the
"International Selling Stockholders") have also entered into a purchase
agreement (the "International Purchase Agreement") with certain underwriters
outside the United States and Canada (collectively, the "International
Managers,"), for whom Donaldson, Lufkin & Jenrette International, Goldman Sachs
International, Morgan Stanley & Co. International Limited, PaineWebber
International (U.K.) Ltd. and Smith Barney Inc. are acting as representatives
(the "International Representatives"). Subject to the terms and conditions set
forth in the International Purchase Agreement, the International Selling
Stockholders have agreed to sell to the International Managers and the
International Managers have severally agreed to purchase from the International
Selling Stockholders, an aggregate of 4,026,701 shares of Common Stock. The
International Offering is being undertaken independently of the U.S. Offering.

Pursuant to agreements between the U.S. Selling Stockholders and the Company
and the International Selling Stockholders and the Company, the consummation of
the U.S. Offering is contingent upon the consummation of the International
Offering. However, the consummation of the International Offering is not
contingent upon the consummation of the U.S. Offering.

The U.S. Underwriters and the International Managers have not entered into
an intersyndicate agreement and no shares of Common Stock are to be transferred
between the U.S. Underwriters and the International Managers. The U.S.
Underwriters will not offer to sell or sell shares of Common Stock to persons
who are non-U.S. or non-Canadian persons or to persons they believe intend to
resell to persons who are non-U.S. or non-Canadian persons, and the
International Managers and any dealer to whom they sell shares of Common Stock
will not offer to sell or sell shares of Common Stock to U.S. persons or to
Canadian persons or to persons they believe intend to resell to U.S. persons or
Canadian persons.

The U.S. Representatives have advised the Company that the U.S. Underwriters
propose initially to offer the shares of Common Stock to the public at the
public offering price set forth on the cover page of this Prospectus, and to
certain dealers at such price less a concession not in excess of $ per
share of

48
<PAGE>
Common Stock on sales to certain other dealers. The U.S. Underwriters may allow,
and such dealers may reallow, a discount not in excess of $ per share of
Common Stock on sales to certain other dealers. After the initial public
offering, the public offering price, concession and discount may be changed.

The Company and the U.S. Selling Stockholders have agreed, subject to
certain exceptions, not to sell or otherwise dispose of any shares of Common
Stock or securities convertible into or exchangeable or exercisable for Common
Stock, without the prior written consent of Merrill Lynch, for a period of 90
days after the date of this Prospectus. In addition, the Company and the
International Selling Stockholders have entered into similar arrangements with
Donaldson, Lufkin & Jenrette International.

The U.S. Underwriters do not intend to confirm sales of the Common Stock
offered hereby to any accounts over which they exercise discretionary authority.

The Company and the U.S. Selling Stockholders have agreed to indemnify the
several U.S. Underwriters against certain liabilities, including liabilities
under the Securities Act, or to contribute to payments the Underwriters may be
required to make in respect thereof. The Company has agreed to indemnify the
U.S. Selling Stockholders, under certain circumstances, in respect of payments
made by them pursuant to these agreements.

Until the distribution of the Common Stock is completed, rules of the
Securities and Exchange Commission may limit the ability of the U.S.
Underwriters and certain selling group members to bid for and purchase the
Common Stock. As an exception to these rules, the U.S. Representatives are
permitted to engage in certain transactions that stabilize the price of the
Common Stock. Such transactions consist of bids or purchases for the purpose of
pegging, fixing or maintaining the price of the Common Stock.

If the U.S. Underwriters create a short position in the Common Stock in
connection with the U.S. Offering, i.e., if they sell more shares of Common
Stock than are set forth on the cover page of this Prospectus, the U.S.
Representatives may reduce that short position by purchasing Common Stock in the
open market. The U.S. Representatives may also elect to reduce any short
position by exercising all or part of the over-allotment option described below.
In general, purchases of a security for the purpose of stabilization or to
reduce a short position could cause the price of the security to be higher than
it might be in the absence of such purchases.

Neither the Company nor any of the U.S. Underwriters makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the Common Stock. In
addition, neither the Company nor any of the U.S. Underwriters makes any
representation that the U.S. Representatives will engage in such transactions or
that such transactions, once commenced, will not be discontinued without notice.

No action has been or will be taken in any jurisdiction (except in the
United States) that would permit a public offering of the shares of Common
Stock, or the possession, circulation or distribution of the Prospectus or any
other material relating to the Company or shares of Common Stock in any
jurisdiction where action for that purpose is required. Accordingly, the shares
of Common Stock may not be offered or sold, directly or indirectly, and neither
this Prospectus nor any other offering material or advertisements in connection
with the shares of Common Stock may be distributed or published, in or from any
country or jurisdiction except in compliance with any applicable rules and
regulations of any such country or jurisdiction.

The Company has granted an option to the U.S. Underwriters, exercisable
within 30 days after the date of this Prospectus, to purchase up to an aggregate
of 1,992,607 additional shares of Common Stock at the public offering price set
forth on the cover page of this Prospectus, less the underwriting discount. The
U.S. Underwriters may exercise this option only to cover over-allotments, if
any, made on the sale of the Common Stock offered hereby. To the extent that the
U.S. Underwriters exercise this option, each U.S. Underwriter will be obligated,
subject to certain conditions, to purchase a number of additional shares of
Common Stock proportionate to such U.S. Underwriter's initial amount reflected
in the foregoing table.

49
<PAGE>
LEGAL MATTERS

The validity of the Common Stock being offered hereby and certain other
legal matters relating to offerings pursuant to the Registration Statement will
be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New
York, New York. Certain legal matters relating to the U.S. Offering will be
passed upon for the U.S. Underwriters by Shearman & Sterling, New York, New
York.

EXPERTS

The consolidated financial statements and schedule of Playtex Products, Inc.
and its subsidiaries as of December 27, 1997 and December 28, 1996, and the
twelve months ended December 27, 1997, December 28, 1996 and December 30, 1995,
have been included herein and in the registration statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
appearing elsewhere herein, and upon the authority of said firm as experts in
accounting and auditing.

AVAILABLE INFORMATION

The Company has filed with the Securities and Exchange Commission (the
"SEC") a registration statement on Form S-3 (together with any amendments
thereto, the "Registration Statement") under the Securities Act with respect to
the shares of Common Stock being offered hereby. This Prospectus, which forms
part of the Registration Statement, does not contain all of the information set
forth in the Registration Statement and the exhibits and schedules thereto, to
which reference is hereby made. Statements made in this Prospectus as to the
contents of any contract, agreement or other document referred to are not
necessarily complete. With respect to each such contract, agreement or other
document filed as an exhibit to the Registration Statement or to a document
incorporated by reference herein, reference is made to such exhibit or document
for a more complete description of the matter involved, and each such statement
shall be deemed qualified in its entirety by such reference. For further
information with respect to the Company and the Common Stock offered hereby,
reference is hereby made to the Registration Statement and to the exhibits and
schedules thereto.

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the SEC.
Such reports, proxy statements and other information can be inspected and copied
at the public reference facilities maintained by the SEC at Room 1024, 450 Fifth
Street, N.W., Washington, D.C. 20549, and at the SEC's regional offices in New
York (7 World Trade Center, 13th Floor, New York, New York 10048) and Chicago
(Citicorp Center, 14th Floor, 500 West Madison Street, Chicago, Illinois 60661).
Copies of such reports, proxy statements and other information also may be
obtained at prescribed rates from the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. In addition, the SEC maintains a Web
site that contains reports, proxy statements and other information regarding
registrants (such as the Company) that file electronically with the SEC. The
Internet address of such site is "http://www.sec.gov." In addition, copies of
such information may also be inspected and copied at the office of The New York
Stock Exchange, Inc., 20 Broad Street, New York, New York 10005, upon which the
Company's Common Stock is listed.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by the Company with the SEC pursuant
to the Exchange Act (Commission File No. 1-12620) and are hereby incorporated
herein by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 27, 1997;

(2) the Company's Current Report on Form 8-K/A dated April 13, 1998
filed on April 13, 1998; and

50
<PAGE>
(3) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act, and declared effective on January 26, 1994 (including any
amendment or report) filed for the purpose of updating such description.

All documents filed by the Company pursuant to Sections 13(a), 13(c), 14 or
15(d) of the Exchange Act after the date of the initial filing of the
Registration Statement but prior to the consummation of the offering of the
Common Stock shall be deemed to be incorporated in this Prospectus by reference
and to be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any other
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute part of this Prospectus.

The Company will provide without charge to each person to whom this
Prospectus is delivered, upon the written or oral request of such person, a copy
of any or all of the documents incorporated by reference herein (other than the
exhibits to such documents, unless such exhibits are specifically incorporated
by reference to in such documents). Requests for such copies should be directed
to Michael F. Goss, Chief Financial Officer, at 300 Nyala Farms Road, Westport,
Connecticut 06880, telephone number (203) 341-4000.

51
<PAGE>
INDEX TO FINANCIAL STATEMENTS

I. PLAYTEX PRODUCTS, INC. ANNUAL FINANCIAL STATEMENTS:

<TABLE>
<S> <C>
Report of KPMG Peat Marwick LLP................................................... F-2
Consolidated Statements of Operations for the twelve months ended December 27,
1997, December 28, 1996 and December 30, 1995................................... F-3
Consolidated Balance Sheets as of December 27, 1997 and December 28, 1996......... F-4
Consolidated Statements of Changes in Stockholders' Equity for the twelve months
ended December 27, 1997, December 28, 1996 and December 30, 1995................ F-5
Consolidated Statements of Cash Flows for the twelve months ended December 27,
1997, December 28, 1996 and December 30, 1995................................... F-6
Notes to Consolidated Financial Statements........................................ F-7
</TABLE>

F-1
<PAGE>
PLAYTEX PRODUCTS, INC.
INDEPENDENT AUDITORS' REPORT

The Board of Directors and Stockholders
Playtex Products, Inc.:

We have audited the accompanying consolidated balance sheets of Playtex
Products, Inc. and subsidiaries as of December 27, 1997 and December 28, 1996,
and the related consolidated statements of operations, changes in stockholders'
equity and cash flows for the twelve months ended December 27, 1997, December
28, 1996 and December 30, 1995. These consolidated financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above
present fairly, in all material respects, the consolidated financial position of
Playtex Products, Inc. and subsidiaries as of December 27, 1997 and December 28,
1996 and the results of their operations and their cash flows for the twelve
months ended December 27, 1997, December 28, 1996 and December 30, 1995, in
conformity with generally accepted accounting principles.

/s/ KPMG Peat Marwick LLP

February 5, 1998
Stamford, Connecticut

F-2
<PAGE>
PLAYTEX PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF OPERATIONS

(IN THOUSANDS, EXCEPT PER SHARE DATA)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
----------------------------------------
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Net sales............................................................. $ 500,632 $ 498,742 $ 483,581
Cost of sales......................................................... 195,980 192,512 188,129
------------ ------------ ------------
Gross profit........................................................ 304,652 306,230 295,452
------------ ------------ ------------
Operating expenses:
Advertising and sales promotion..................................... 114,279 119,380 117,581
Selling, distribution and research.................................. 58,657 56,776 54,251
Administrative...................................................... 19,120 18,028 23,625
Amortization of intangibles......................................... 12,894 12,846 11,268
Write-off of SMILETOTE intangible assets............................ -- -- 6,441
------------ ------------ ------------
Total operating expenses.......................................... 204,950 207,030 213,166
------------ ------------ ------------
Operating earnings.............................................. 99,702 99,200 82,286
Interest expense including related party interest expense of $12,150,
net of related party interest income of $12,003 for all periods
presented........................................................... 64,470 64,860 71,361
------------ ------------ ------------
Earnings before income taxes.................................... 35,232 34,340 10,925
Income taxes.......................................................... 16,501 16,141 8,151
------------ ------------ ------------
Earnings before extraordinary loss.............................. 18,731 18,199 2,774
Extraordinary loss on early extinguishment of debt, net of $2,344 and
$5,180 tax benefit in 1997 and 1995, respectfully................... (4,078) -- (7,935)
------------ ------------ ------------
Net earnings (loss)............................................. $ 14,653 $ 18,199 $ (5,161)
------------ ------------ ------------
------------ ------------ ------------
Earnings (loss) per share (basic and diluted):
Before extraordinary loss........................................... $ .37 $ .36 $ .07
Net earnings (loss)................................................. $ .29 $ .36 $ (.12)
Weighted average shares outstanding:
Basic............................................................... 50,923 50,883 42,309
Diluted............................................................. 51,006 50,939 42,342
</TABLE>

See the accompanying notes to consolidated financial statements.

F-3
<PAGE>
PLAYTEX PRODUCTS, INC.

CONSOLIDATED BALANCE SHEETS

(IN THOUSANDS, EXCEPT SHARE DATA)

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
<S> <C> <C>
ASSETS
Current assets:
Cash............................................................................... $ 3,231 $ 6,205
Receivables, less allowance for doubtful accounts.................................. 66,876 63,982
Inventories........................................................................ 42,500 37,637
Deferred income taxes.............................................................. 7,806 9,702
Other current assets............................................................... 4,949 4,965
------------ ------------
Total current assets............................................................. 125,362 122,491
Net property, plant and equipment.................................................... 54,810 53,408
Intangible assets, net:
Goodwill........................................................................... 337,157 348,449
Patents, trademarks and other...................................................... 34,835 36,405
Deferred financing costs........................................................... 16,751 15,337
Due from related party............................................................... 80,017 80,017
Other noncurrent assets.............................................................. 3,626 4,224
------------ ------------
Total assets..................................................................... $ 652,558 $ 660,331
------------ ------------
------------ ------------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable................................................................... $ 24,512 $ 36,131
Accrued expenses................................................................... 38,827 49,252
Income taxes payable............................................................... 4,121 5,586
Current maturities of long-term debt............................................... 1,500 25,000
------------ ------------
Total current liabilities........................................................ 68,960 115,969
Long-term debt....................................................................... 736,300 714,700
Due to related party................................................................. 78,386 78,386
Other noncurrent liabilities......................................................... 13,563 14,207
Deferred income taxes................................................................ 23,412 19,796
------------ ------------
Total liabilities................................................................ 920,621 943,058
------------ ------------
Stockholders' equity:
Common stock, $0.01 par value, authorized 100,000,000 shares, issued 50,941,812
shares at December 27,1997 and 50,887,200 shares at December 28,1996............. 509 509
Additional paid-in capital......................................................... 424,706 424,277
Retained earnings (deficit)........................................................ (691,065) (705,718)
Foreign currency translation adjustment............................................ (2,213) (1,795)
------------ ------------
Total stockholders' equity....................................................... (268,063) (282,727)
------------ ------------
Total liabilities and stockholders' equity....................................... $ 652,558 $ 660,331
------------ ------------
------------ ------------
</TABLE>

See the accompanying notes to consolidated financial statements.

F-4
<PAGE>
PLAYTEX PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY

(IN THOUSANDS)

<TABLE>
<CAPTION>
FOREIGN
ADDITIONAL RETAINED CURRENCY
COMMON PAID-IN EARNINGS TRANSLATION
STOCK CAPITAL (DEFICIT) ADJUSTMENT
----------- ---------- ----------- -----------
<S> <C> <C> <C> <C>
Balance, December 31, 1994....................................... $ 309 $ 254,417 $ (718,756) $ (1,967)
Net loss....................................................... -- -- (5,161) --
Issuance of shares of common stock............................. 200 169,800 -- --
Foreign currency translation adjustment........................ -- -- -- 182
----- ---------- ----------- -----------

Balance, December 30, 1995....................................... 509 424,217 (723,917) (1,785)
Net earnings................................................... -- -- 18,199 --
Issuance of shares of common stock............................. -- 60 -- --
Foreign currency translation adjustment........................ -- -- -- (10)
----- ---------- ----------- -----------

Balance, December 28, 1996....................................... 509 424,277 (705,718) (1,795)
Net earnings................................................... -- -- 14,653 --
Issuance of shares of common stock............................. -- 429 -- --
Foreign currency translation adjustment........................ -- -- -- (418)
----- ---------- ----------- -----------

Balance, December 27, 1997....................................... $ 509 $ 424,706 $ (691,065) $ (2,213)
----- ---------- ----------- -----------
----- ---------- ----------- -----------
</TABLE>

See the accompanying notes to consolidated financial statements.

F-5
<PAGE>
PLAYTEX PRODUCTS, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS

(IN THOUSANDS)

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
----------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ ------------
Cash flows from operations:
Net earnings (loss)................................................. $ 14,653 $ 18,199 $ (5,161)
Non-cash items included in earnings:
Extraordinary loss, net of tax benefit............................ 4,078 -- 7,935
Write-off of SMILETOTE intangible assets.......................... -- -- 6,441
Amortization of intangibles....................................... 12,894 12,846 11,268
Amortization of deferred financing costs.......................... 2,163 2,089 2,246
Depreciation...................................................... 7,520 8,929 8,496
Deferred income taxes............................................. 5,493 6,842 (133)
Other, net........................................................ 249 48 (291)
Changes in working capital items,
net of effects of acquisitions:
Increase in receivables......................................... (2,894) (5,963) (4,471)
(Increase) decrease in inventories.............................. (4,863) 11,553 4,629
Increase in other current assets................................ (948) (420) (1,802)
(Decrease) increase in accounts payable......................... (11,619) 16,074 6,967
Decrease in accrued expenses.................................... (14,791) (12,794) (7,076)
Increase (decrease) in income taxes payable..................... 1,843 3,689 (4,207)
Increase (decrease) in accrued interest......................... 3,090 (788) 2,238
------------ ------------ ------------
Net cash flows from operations................................ 16,868 60,304 27,079
Cash flows used for investing activities:
Purchases of property, plant and equipment.......................... (9,004) (9,740) (12,395)
Businesses acquired................................................. -- -- (94,429)
------------ ------------ ------------
Net cash flows used for investing activities.................. (9,004) (9,740) (106,824)
Cash flows (used for) from financing activities:
Net borrowings (repayments) under working capital credit
facilities........................................................ 23,550 (2,850) (42,650)
Long-term debt borrowings........................................... 355,000 -- 425,000
Long-term debt repayments........................................... (380,450) (47,500) (468,000)
Payment of financing costs.......................................... (9,367) -- (9,113)
Issuance of shares of common stock.................................. 429 60 170,000
Other, net.......................................................... -- (9) 75
------------ ------------ ------------
Net cash flows (used for) from financing activities........... (10,838) (50,299) 75,312
(Decrease) increase in cash........................................... (2,974) 265 (4,433)
Cash at beginning of period........................................... 6,205 5,940 10,373
------------ ------------ ------------
Cash at end of period................................................. $ 3,231 $ 6,205 $ 5,940
------------ ------------ ------------
------------ ------------ ------------
Supplemental disclosures of cash flow information
Cash paid during the periods for:
Interest.......................................................... $ 59,217 $ 63,559 $ 66,884
Income taxes, net of refunds...................................... $ 9,165 $ 5,610 $ 10,748
</TABLE>

See the accompanying notes to consolidated financial statements.

F-6
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

PRINCIPLES OF CONSOLIDATION The consolidated financial statements include
the accounts of Playtex Products, Inc. and all of its subsidiaries ("Playtex" or
the "Company"). All significant intercompany balances have been eliminated.

INVENTORIES Inventories are stated at the lower of cost (first-in,
first-out basis) or market. Inventory costs include material, labor and
manufacturing overhead.

NET PROPERTY, PLANT AND EQUIPMENT Depreciation is provided on the
straight-line method over the estimated useful lives of the respective assets
(ranging from 3 to 40 years). Repair and maintenance costs ($5.2 million in
1997, $5.5 million in 1996 and $5.1 million in 1995) are expensed; renewals and
betterments are capitalized

INTANGIBLE AND LONG-LIVED ASSETS Intangible assets include goodwill, which
represents costs in excess of net assets of businesses acquired, patents,
trademarks, and organization costs. Intangible assets are amortized on a
straight-line basis over a period not exceeding 40 years. The Company
systematically reviews the recoverability of its goodwill using certain
financial indicators, such as historical and future ability to generate income
from operations. The Company systematically reviews the recoverability of the
other long-lived assets by comparing their unamortized carrying value to their
related anticipated undiscounted future cash flows. Any impairment related to
goodwill or other long-lived assets is measured by reference to the assets' fair
market value. Impairments are charged to expense when such determination is
made.

DEFERRED FINANCING COSTS Costs incurred in connection with the issuance of
long-term debt have been capitalized and are being amortized over the life of
the related debt agreements. Such costs, net of accumulated amortization,
amounted to $16.8 million and $15.3 million at December 27, 1997 and December
28, 1996, respectively.

INCOME TAXES Deferred tax assets and liabilities are provided using the
asset and liability method for temporary differences between financial and tax
reporting basis using the enacted tax rates in effect for the period in which
the differences are expected to reverse.

FOREIGN CURRENCY TRANSLATION The functional currency of Playtex's Canadian
operations is the local currency. Net exchange gains or losses resulting from
the translation of assets and liabilities are accumulated in a separate section
of stockholders' equity titled "Foreign currency translation adjustment."

EARNINGS PER SHARE In February 1997, the Financial Accounting Standards
Board ("FASB") issued Statement of Financial Accounting Standards ("SFAS") No.
128 ("SFAS 128") "Earnings per Share". This statement establishes and simplifies
standards for computing and presenting earnings per share ("EPS"). SFAS 128
replaces primary and fully diluted EPS with basic and diluted earnings per
share. Basic EPS excludes dilution and is computed by dividing net earnings by
the weighted average number of common shares outstanding for the period. Diluted
EPS reflects the potential dilution that would occur if securities or other
contracts to issue common stock were exercised or converted into common stock or
resulted in the issuance of common stock that would then share in the earnings
of the Company. The Company has adopted SFAS 128 with its December 27, 1997
consolidated financial statements. For the periods presented, stock options
outstanding under the Company's 1994 Stock Option Plan are the only potentially
dilutive instrument that caused the diluted weighted average shares outstanding
to increase over the basic

F-7
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)
weighted average shares outstanding. The Company utilizes the treasury stock
method to determine the dilutive impact of potentially exercised stock options.

USE OF ESTIMATES The preparation of financial statements in accordance with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent liabilities at the date of the financial statements,
and the reported amounts of revenue and expenses during the reporting period.
Actual results could vary from those estimates.

RECLASSIFICATIONS For comparative purposes, certain amounts have been
reclassified to conform to the current year presentation.

2. THE 1995 TRANSACTION

On June 6, 1995, following the receipt of stockholder approval at the Annual
Meeting of Stockholders, the Company consummated the sale of 20 million shares
of common stock of the Company, par value $.01 per share, at a price of $9.00
per share to HWH Capital Partners, L.P., HWH Valentine Partners, L.P., and HWH
Surplus Valentine Partners, L.P. (collectively, the "Investors"), each a
Delaware limited partnership managed by Haas Wheat & Partners Incorporated,
pursuant to a Stock Purchase Agreement, dated as of March 17, 1995, between the
Company and the Investors. The Investors' shares constituted approximately 40%
of the Company's then outstanding Common Stock as of June 6, 1995. At the 1995
Annual Meeting, designees of the Investors were elected by the Company's
stockholders as a majority of the Company's Board of Directors. Costs and
expenses associated with the sale (the "Investment"), including advisory fees,
investment banking, legal and certain other expenses, amounted to approximately
$10.0 million. The net proceeds of the Investment were used by the Company,
together with borrowings under a new credit agreement to refinance all existing
bank debt.

3. ACQUISITION OF BANANA BOAT HOLDING CORPORATION ("BBH")

On October 31, 1995, the Company and BBH Acquisition, Inc., a Delaware
corporation and wholly-owned subsidiary of Playtex, acquired all issued and
outstanding common shares not previously owned by Playtex, of BBH, a Delaware
corporation and manufacturer of Banana Boat-Registered Trademark-sun and skin
care products (the "BBH Acquisition"). The BBH Acquisition was completed
pursuant to an agreement and plan of merger dated October 17, 1995.

Prior to the BBH Acquisition, Playtex had recognized 42.5% of the operating
profits from the sale of BANANA BOAT products, in accordance with the terms of a
distribution agreement between BBH and Playtex. Following the BBH Acquisition,
Playtex's equity ownership of BBH increased from 22% to 100% and the Company's
interest in the operating profits from the sale of BANANA BOAT products
increased to 100%. Concurrently with the BBH acquisition, the distribution
agreement was terminated.

The net funds expended for the BBH Acquisition included cash of $40.4
million, the retirement of $27.1 million of BBH's long-term debt, the assumption
of BBH's working capital facility and the payment of accrued interest and
transaction fees of $4.3 million. The BBH Acquisition was financed with $34.3
million of existing cash balances and advances under the Company's previous
credit facility of $37.5 million. The BBH Acquisition was accounted for as a
purchase and the results of operations of BBH have been included in the
consolidated statements of operations from the date of acquisition. The purchase
price was allocated to the assets acquired and the liabilities assumed based on
the fair values at the date of

F-8
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

3. ACQUISITION OF BANANA BOAT HOLDING CORPORATION ("BBH") (CONTINUED)
acquisition. The excess purchase price over the fair value of net assets
acquired was $44.1 million and is being amortized on a straight-line basis over
40 years.

The following consolidated unaudited pro forma results of operations assumes
the BBH acquisition occurred as of January 1, 1995. The pro forma financial
information is not necessarily indicative of operating results that would have
occurred had the BBH acquisition been consummated as of December 31, 1994, nor
indicative of future operating results (In millions, except per share data).

<TABLE>
<CAPTION>
TWELVE
MONTHS ENDED
DECEMBER 30,
1995
---------------
<S> <C>
Net sales.......................................................................................... $ 495.6
Earnings before extraordinary loss................................................................. 4.0
Net loss........................................................................................... (4.0)
Earnings (loss) per share (basic and diluted):
Before extraordinary loss.................................................................. $ 0.09
Net loss................................................................................... (0.09)
</TABLE>

4. BALANCE SHEET COMPONENTS

The components of certain balance sheet accounts are as follows (in
thousands):

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
<S> <C> <C>
Receivables.......................................................................... $ 68,545 $ 65,740
Less allowance for doubtful accounts................................................. (1,669) (1,758)
------------ ------------
Net................................................................................ $ 66,876 $ 63,982
------------ ------------
------------ ------------
Inventories:
Raw materials...................................................................... $ 14,866 $ 13,854
Work in process.................................................................... 845 1,004
Finished goods..................................................................... 26,789 22,779
------------ ------------
Total............................................................................ $ 42,500 $ 37,637
------------ ------------
------------ ------------
Net property, plant and equipment:
Land............................................................................... $ 1,190 $ 1,190
Buildings.......................................................................... 24,650 24,818
Machinery and equipment............................................................ 103,767 95,938
------------ ------------
129,607 121,946
Less accumulated depreciation...................................................... (74,797) (68,538)
------------ ------------
Net.............................................................................. $ 54,810 $ 53,408
------------ ------------
------------ ------------
</TABLE>

F-9
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

4. BALANCE SHEET COMPONENTS (CONTINUED)

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
<S> <C> <C>
Goodwill............................................................................. $ 446,607 $ 446,602
Less accumulated amortization........................................................ (109,450) (98,153)
------------ ------------
Net.............................................................................. $ 337,157 $ 348,449
------------ ------------
------------ ------------

Patents, trademarks and other........................................................ $ 49,669 $ 49,644
Less accumulated amortization........................................................ (14,834) (13,239)
------------ ------------
Net.............................................................................. $ 34,835 $ 36,405
------------ ------------
------------ ------------

Deferred financing costs............................................................. $ 20,350 $ 19,463
Less accumulated amortization........................................................ (3,599) (4,126)
------------ ------------
Net.............................................................................. $ 16,751 $ 15,337
------------ ------------
------------ ------------
Accrued expenses:
Advertising and sales promotion.................................................... $ 13,480 $ 19,191
Employee compensation and benefits................................................. 7,808 14,167
Interest........................................................................... 8,622 5,532
Insurance.......................................................................... 2,945 2,913
Other.............................................................................. 5,972 7,449
------------ ------------
Total............................................................................ $ 38,827 $ 49,252
------------ ------------
------------ ------------
</TABLE>

5. DUE FROM RELATED PARTY

Playtex Investment Corp., a wholly-owned subsidiary of the Company, is the
holder of $40 million aggregate principal amount of 15% debentures (the "Apparel
Debenture") issued by Playtex Apparel Partners, L.P. (the "Apparel Partnership")
in connection with its 1988 acquisition of Playtex Apparel, Inc. Interest on the
Apparel Debenture is payable annually in cash on each December 15. However, with
respect to any such interest amount payable prior to maturity, Apparel
Partnership may elect and elected for periods through December 15, 1993 to make
such payments in additional Apparel Debenture. For the periods ended after
December 15, 1993, the Apparel Partnership paid in cash the accrued interest.
Principal and any unpaid accrued interest are due in cash on December 15, 2003.
The obligations of the Apparel Partnership are nonrecourse to the partners of
the Apparel Partnership. The assets of the Apparel Partnership are Sara Lee
Corporation common stock with a market value at December 27, 1997 and December
28, 1996 of approximately $8.4 and $7.7 million, respectively, cash of
approximately $0.3 and $0.4 million, respectively, and Playtex's 15 1/2%
Subordinated Notes (see Note 7). Playtex believes that the Apparel Debenture
represents the only material liability of the Apparel Partnership.

F-10
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. LONG-TERM DEBT

Long-term debt consists of the following (in thousands):

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
<S> <C> <C>
1997 Credit Agreement:
Term A Loan........................................................................ $ 55,000 $ --
Revolving Credit Facility.......................................................... 23,550 --
Term Loan.......................................................................... 149,250 --
1995 Credit Agreement:
Working Capital Facility........................................................... -- 2,200
Term Loan Facility................................................................. -- 367,500
Acquisition Credit Facility........................................................ -- 10,000
8 7/8% Unsecured Senior Notes due 2004............................................... 150,000 --
9% Senior Subordinated Notes due 2003................................................ 360,000 360,000
------------ ------------
737,800 739,700
Less current maturities............................................................ (1,500) (25,000)
------------ ------------
Total long-term debt............................................................. $ 736,300 $ 714,700
------------ ------------
------------ ------------
</TABLE>

On July 21, 1997, the Company completed a refinancing of its senior
indebtedness (the "1997 Refinancing") designed to increase its financial and
operational flexibility. The 1997 Refinancing includes: (i) the issuance of
$150.0 million principal amount of 8 7/8% unsecured senior notes due July 15,
2004 (the "Senior Notes"), (ii) a $150.0 million senior secured term loan due
September 15, 2003 (the "1997 Term Loan"), and (iii) senior secured credit
facilities (the "1997 Senior Secured Credit Facilities") of $170.0 million
comprised of a $115.0 million revolving credit facility (the "1997 Revolving
Credit Facility") and a $55.0 million term loan facility (the "1997 Term A
Loan"). The 1997 Term Loan and the 1997 Senior Secured Credit Facilities are
known collectively as the 1997 Credit Agreement ("1997 Credit Agreement").

The 1997 Term Loan provides for quarterly principal repayments of $375,000
from September 15, 1997 through June 15, 2003 and a payment of $141.0 million on
September 15, 2003. The 1997 Revolving Credit Facility will mature on June 15,
2003 and commitments thereunder are automatically and permanently reduced by (i)
$5.0 million on December 15, 2000 and June 15, 2001, (ii) $7.0 million on
December 15, 2001 and June 15, 2002, and (iii) $8.0 million on December 15, 2002
and June 15, 2003. The 1997 Term A Loan will require a reduction in commitment
amounts of $1.4 million in fiscal 1999, $7.6 million in fiscal 2000, $15.1
million in fiscal 2001, $19.9 million in fiscal 2002, and $11.0 million in
fiscal 2003.

The net proceeds from the 1997 Refinancing were used to retire the
indebtedness outstanding under the Company's prior credit agreement originated
in 1995. Concurrently, this credit agreement was terminated. Fees and expenses
associated with the 1997 Refinancing of $10.0 million are amortized over the
term of the associated financial instruments.

The rates of interest on borrowings under the 1997 Credit Agreement are, at
the Company's option, a function of various alternative short-term borrowing
rates, as defined in the associated credit agreement. Quarterly commitment fees
of three-eighths of one percent on the unutilized portion of the 1997 Revolving
Credit Facility and an agency fee of approximately $0.1 million per annum are
also required. At December 27, 1997 and December 28, 1996 the weighted average
interest rate on the Company's variable

F-11
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. LONG-TERM DEBT (CONTINUED)
rate indebtedness was 7.38% and 7.32%, respectively. In addition, the weighted
average interest rates on the Company's variable rate indebtedness were 7.35%,
7.35% and 8.11% for the twelve month periods ended December 27, 1997, December
28, 1996, and December 30, 1995, respectively. At December 27, 1997, aggregate
unused lines of credit (giving effect to outstanding letters of credit) under
the 1997 Revolving Credit Facility amounted to $90.4 million.

The provisions of the 1997 Senior Secured Credit Facilities require the
Company to meet certain financial covenants and ratios and also include
limitations or restrictions on: indebtedness and liens; major acquisitions or
mergers; capital expenditures; disposition of assets; certain dividends and
other distributions; and prepayment and modification of all indebtedness or
equity capitalization. The 9% senior subordinated notes due 2003 in an aggregate
principal amount of $360 million (the "9% Notes"), the Senior Notes and the 1997
Term Loan also contain certain restrictions and requirements. Under the terms of
each of these agreements, payment of cash dividends on the common stock of the
Company is restricted. Certain wholly-owned subsidiaries of the Company are
guarantors of the 9% Notes and the Senior Notes (see Note 19).

In connection with the Company's acquisition of Personal Care Holdings, Inc.
("PCH") on January 28, 1998 (see Note 20), the Company increased its borrowings
under the 1997 Term Loan by $100 million. Quarterly principal repayments on the
incremental borrowings will commence on March 15, 1998, in aggregate annual
amounts equal to $1.0 million through and including December 15, 2002, and in
the amount of $250,000 on March 15, 2003 and June 15, 2003, with a final payment
of $94.5 million on September 15, 2003. Fees and expenses associated with the
incremental borrowings are being amortized over its term.

On February 2, 1994, Playtex issued $360 million aggregate principal of the
9% Notes. The interest on the 9% Notes is payable in cash semi-annually on each
June 15 and December 15. Principal of the 9% Notes is due on December 15, 2003.

The Company selectively enters into interest rate protection agreements to
reduce the impact of interest rate changes on its variable rate indebtedness.
The interest rate protection agreements involve exchanges of floating for fixed
rate interest payments without the exchange of the underlying notional amount.
The Company may also use interest rate caps which limit net interest expense if
interest rates rise above a defined level. The notional amounts of such
agreements are used to measure the interest to be paid or received and do not
represent the amount of exposure to loss.

On August 26, 1997, the Company entered into an interest rate cap agreement,
whereby, for a one year period commencing November 28, 1997 the London Interbank
Offered Rate ("LIBOR") with respect to $100 million of its variable rate
outstanding indebtedness will be capped at 6.5% per annum (the "Cap Rate"). The
agreement provides for quarterly payments by the counterparty to the extent that
LIBOR, as determined on the quarterly reset dates, exceeds the Cap Rate. This
agreement effectively caps the rate on $100 million of variable rate
indebtedness at 8.00%, after giving effect to the 1.50% spread as provided for
in the 1997 Term Loan.

Prior to the 1997 Refinancing, the Company was party to three interest rate
protection agreements which hedged substantially all of the Company's
outstanding variable rate debt under the previous credit agreement. On July 7,
1997, an agreement with a notional amount of $125 million expired and in
conjunction with the 1997 Refinancing, the remaining two agreements with a
combined notional amount of

F-12
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

6. LONG-TERM DEBT (CONTINUED)
$250 million were canceled. The net gain associated with the canceled interest
rate protection agreements was $0.3 million.

Aggregate annual maturities of the Company's long-term debt for the next
five years and thereafter as of December 27, 1997 are as follows (in millions):
$1.5 in fiscal 1998, $2.9 in fiscal 1999, $9.1 in fiscal 2000, $16.6 in fiscal
2001, $21.4 in fiscal 2002, and $686.3 thereafter.

7. DUE TO RELATED PARTY

Due to related party consists of 15 1/2% Subordinated Notes held by the
Apparel Partnership. Interest on the 15 1/2% Subordinated Notes is payable
annually in cash on each December 15. However, with respect to any such interest
amount payable prior to maturity, Playtex may elect and elected for periods
through December 15, 1993 to make such payments in additional 15 1/2%
Subordinated Notes. For the periods ended after December 15, 1993, Playtex paid
in cash the accrued interest. Principal and any unpaid accrued interest on the
15 1/2% Subordinated Notes are payable in cash on December 15, 2003.

8. INCOME TAXES

The provision for income taxes is the tax payable or refundable for the
period plus or minus the change during the period in deferred tax assets and
liabilities. Deferred income tax assets and liabilities are computed for
differences between the financial statement and tax bases of assets and
liabilities that will result in taxable or deductible amounts in the future
based on enacted tax laws and rates applicable to the periods in which the
differences are expected to affect taxable income.

Valuation allowances are established, when necessary, to reduce deferred tax
assets to amounts that are more likely than not to be realized.

Earnings before income taxes and extraordinary loss are as follows (in
thousands):

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
----------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ ------------
U.S................................................................... $ 35,129 $ 32,650 $ 8,579
Foreign............................................................... 103 1,690 2,346
------------ ------------ ------------
Total............................................................... $ 35,232 $ 34,340 $ 10,925
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

F-13
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. INCOME TAXES (CONTINUED)
Playtex's provisions for income taxes for the twelve months ended December
27, 1997, December 28, 1996, and December 30, 1995 are as follows (in
thousands):

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
-----------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ -------------
Current:
Federal............................................................. $ 10,197 $ 7,851 $ 9,174
State and local..................................................... 600 553 (2,123)
Foreign............................................................. 211 895 1,233
------------ ------------ ------
11,008 9,299 8,284
------------ ------------ ------
Deferred:
Federal............................................................. 4,939 6,851 (82)
State and local..................................................... 516 311 (26)
Foreign............................................................. 38 (320) (25)
------------ ------------ ------
5,493 6,842 (133)
------------ ------------ ------
Total............................................................. $ 16,501 $ 16,141 $ 8,151
------------ ------------ ------
------------ ------------ ------
</TABLE>

Taxable and deductible temporary differences and tax credit carryforwards
which give rise to Playtex's deferred tax assets and liabilities at December 27,
1997 and December 28, 1996 are as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
<S> <C> <C>
Deferred tax assets:
Allowances and reserves not currently deductible................................... $ 9,356 $ 12,468
Net operating loss carryforwards................................................... 5,302 6,185
Postretirement benefits reserve.................................................... 2,915 2,256
Capitalized book expenses for tax purposes......................................... 564 675
State tax credits.................................................................. 242 58
------------ ------------
Total............................................................................ $ 18,379 $ 21,642
------------ ------------
------------ ------------
Deferred tax liabilities:
Deferred gain on sale of business.................................................. $ 14,650 $ 14,650
Property, plant and equipment...................................................... 10,126 8,845
Trademarks......................................................................... 5,980 5,139
Undistributed earnings of foreign subsidiary....................................... 2,622 2,622
Other.............................................................................. 607 480
------------ ------------
Total............................................................................ $ 33,985 $ 31,736
------------ ------------
------------ ------------
</TABLE>

Undistributed earnings of the Company's Canadian subsidiary for which U.S.
income taxes have not been provided were approximately $3.5 million at December
27, 1997. Such undistributed earnings are expected to be permanently reinvested
in the Canadian subsidiary.

F-14
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

8. INCOME TAXES (CONTINUED)
The Company has available net operating loss carryforwards of $13.8 million
at December 27, 1997 that expire in years 2008 through 2010. These net operating
loss carryforwards, primarily related to operations of BBH prior to its
acquisition by the Company, can be utilized by Playtex, with certain
limitations, on its federal, state and local tax returns for tax periods
subsequent to October 31, 1995. Playtex expects to fully utilize these net
operating loss carryforwards prior to their expiration.

The Company's tax provision differed from the amount computed using the
federal statutory rate of 35% as follows (in thousands):

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
-----------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ -------------
Expected federal income tax at statutory rates........................ $ 12,331 $ 12,019 $ 3,824
Amortization and write-off of intangible assets....................... 3,618 3,618 5,647
Settlement of tax examinations........................................ -- -- (2,385)
State and local income taxes.......................................... 725 562 786
Foreign tax rate differential......................................... 179 279 331
Effect on deferred taxes due to change in
Canadian withholding tax rates...................................... -- (214) --
Other, net............................................................ (352) (123) (52)
------------ ------------ ------
Total tax provision................................................. $ 16,501 $ 16,141 $ 8,151
------------ ------------ ------
------------ ------------ ------
</TABLE>

During 1995, several state jurisdictions concluded their examinations of tax
returns filed by the Company for various years 1987 through 1992 or the statute
of limitations related to other specific situations lapsed. As a result of these
favorable developments, Playtex recorded a $2.4 million tax benefit in the
provision for income taxes for the year ended December 30, 1995.

9. COMMON STOCK

During 1994, the Company established a long-term incentive plan (the "1994
Stock Option Plan") under which awards of incentive stock options, nonqualified
stock options and stock appreciation rights ("SARs") may be granted to directors
and key employees of the Company. Stock options granted under the 1994 Stock
Option Plan may have a term not in excess of ten years. The exercise price for
stock options may not be less than the fair market value of the common stock on
the date of grant. Except with respect to formula grants to certain non-employee
directors, options vest over a period determined by the Compensation and Stock
Option Committee.

SARs may be granted in tandem with a stock option grant or at any time
following the stock option grant. Upon exercise of a SAR, the grantee will
receive cash equal to the excess of the fair market value of a share of common
stock over the exercise price. No SARs have been granted.

In February 1998, the Company's stockholders approved an amendment to the
1994 Stock Option Plan increasing the number of shares of common stock available
for issuance upon exercise of options and SARs from 3,047,785 to 5,047,785.

In 1996, the Company adopted SFAS No. 123, "Accounting for Stock-Based
Compensation" ("SFAS 123"). As permitted by SFAS 123, the Company continues to
follow the provisions of APB No. 25,

F-15
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. COMMON STOCK (CONTINUED)
"Accounting for Stock Issued to Employees" and related interpretations in
accounting for compensation expense related to the issuance of stock options.
Had compensation costs related to the issuance of stock options under the
Company's 1994 Stock Option Plan been determined based on the estimated fair
value at the grant dates under SFAS 123, the Company's earnings and earnings per
share for the twelve months ended December 27, 1997, December 28, 1996, and
December 30, 1995 would have been reduced to the pro forma amounts listed below
(in thousands, except per share data):

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
Net earnings (loss):
As reported:
Before extraordinary loss..................................... $ 18,731 $ 18,199 $ 2,774
Net earnings (loss)........................................... $ 14,653 $ 18,199 $ (5,161)
Pro forma:
Before extraordinary loss..................................... $ 17,071 $ 15,649 $ 1,324
Net earnings (loss)........................................... $ 12,993 $ 15,649 $ (6,611)
Earnings (loss) per share (basic and diluted):
As reported:
Before extraordinary loss..................................... $ .37 $ .36 $ .07
Net earnings (loss)........................................... $ .29 $ .36 $ (.12)
Pro forma:
Before extraordinary loss..................................... $ .34 $ .31 $ .03
Net earnings (loss)........................................... $ .25 $ .31 $ (.16)
Weighted average shares outstanding:
Basic............................................................... 50,923 50,883 42,309
Diluted............................................................. 51,006 50,939 42,342
</TABLE>

The fair value of each stock option grant was estimated on the date of grant
using the Black-Scholes option-pricing model with the following assumptions:
weighted average risk-free interest rates of 6.10%, 6.63% and 6.26% for fiscal
1997, 1996 and 1995, respectively; no dividend yield; expected lives of 5 years;
and volatility of 35%. A summary of the status of the Company's 1994 Stock
Option Plan for fiscal 1997, 1996 and 1995 and the changes during those years is
as follows:

<TABLE>
<CAPTION>
1997 1996 1995
----------------------- ----------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
WEIGHTED WEIGHTED WEIGHTED
AVERAGE AVERAGE AVERAGE
EXERCISE EXERCISE EXERCISE
SHARES PRICE SHARES PRICE SHARES PRICE
---------- ----------- ---------- ----------- ---------- -----------
Outstanding at beginning of year.................... 2,315,434 $ 9.14 2,240,800 $ 9.17 297,500 $ 12.21
Granted............................................. 636,000 9.59 166,000 8.76 2,080,700 8.82
Exercised........................................... (54,612) 7.88 (7,499) 7.87 -- --
Forfeited........................................... (80,224) 9.13 (83,867) 9.47 (137,400) 10.43
---------- ---------- ----------
Outstanding at end of year........................ 2,816,598 9.27 2,315,434 9.14 2,240,800 9.17
---------- ---------- ----------
---------- ---------- ----------
Options exercisable at year-end..................... 1,334,087 9.26 715,452 9.37 76,348 11.98
Weighted-average fair value of options granted
during the year................................... $ 4.72 $ 4.40 $ 4.43
</TABLE>

F-16
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

9. COMMON STOCK (CONTINUED)

The following table summarizes information about fixed stock options
outstanding at December 27, 1997:

<TABLE>
<CAPTION>
OPTIONS OUTSTANDING OPTIONS EXERCISABLE
---------------------------------------- -----------------------
<S> <C> <C> <C> <C> <C>
NUMBER WEIGHTED NUMBER
OUTSTANDING AVERAGE WEIGHTED EXERCISABLE WEIGHTED
AT REMAINING AVERAGE AT AVERAGE
DECEMBER 27, CONTRACTUAL EXERCISE DECEMBER 27, EXERCISE
RANGE OF EXERCISE PRICES 1997 LIFE PRICES 1997 PRICES
- ------------------------------------------------- ------------ --------------- --------- ------------ ---------
$6.750 to 7.000.................................. 37,500 6.97 $ 6.7500 37,500 $ 6.7500
$7.000 to 8.000.................................. 867,498 7.61 7.8750 570,581 7.8750
$8.000 to 9.000.................................. 66,000 8.44 8.1269 22,601 8.1302
$9.000 to 10.000................................. 1,495,000 8.43 9.6904 435,334 9.8069
$10.000 to 13.000................................ 350,600 7.10 11.3776 268,071 11.7632
------------ ------------
$6.750 to 13.000................................. 2,816,598 7.99 9.2655 1,334,087 9.2594
------------ ------------
------------ ------------
</TABLE>

10. WRITE-OFF OF SMILETOTE-REGISTERED TRADEMARK- INTANGIBLE ASSETS

During the fourth quarter of fiscal 1995 and in connection with certain
strategic decisions regarding the SMILETOTE product line, the Company prepared
financial projections to evaluate the SMILETOTE business in terms of projected
net earnings and operating cash flows. Based upon the projections, management
concluded that the unamortized value of the intangible assets associated with
SMILETOTE had been permanently impaired. Consequently, the Company wrote off, in
the fourth quarter of fiscal 1995, the remaining $6.4 million of intangible
assets associated with SMILETOTE.

11. EXTRAORDINARY LOSS

In July 1997, in connection with the 1997 Refinancing, the Company recorded
an extraordinary loss of $4.1 million (net of income tax benefit of $2.3
million) for costs and expenses related to the write-off of the unamortized
portion of deferred financing costs associated with the Company's previous
credit agreement (see Note 6).

In June 1995, in connection with the 1995 Transaction, Playtex recorded an
extraordinary loss of $7.9 million (net of income tax benefit of $5.2 million)
for costs and expenses related to the write-off of the unamortized portion of
deferred financing costs associated with a previous credit agreement (see Note
6).

12. LEASES

Future minimum payments under non-cancelable operating leases for fiscal
years ending after December 27, 1997 are as follows (in thousands): $5,988 in
1998, $5,399 in 1999, $4,667 in 2000, $3,997 in 2001, $3,343 in 2002 and $10,353
in later years.

Rent expense for operating leases amounted to (in thousands): $5,250,
$5,201, and $5,092 for the twelve months ended December 27, 1997, December 28,
1996, and December 30, 1995, respectively.

F-17
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. PENSION AND OTHER POSTRETIREMENT BENEFITS

Defined Benefit Pension Plans--Substantially all Playtex U.S. hourly and
approximately 90% of all Canadian employees participate in pension plans. At
December 27, 1997, approximately 1,165 employees were covered by these plans, of
which approximately 210 retirees or beneficiaries were receiving benefits.

Changes in pension benefits, which are allocable to previous service of
employees, and gains and losses that occur because actual experience differs
from assumptions will be amortized over the estimated average future service
period of employees. Actuarial assumptions for the plans include: (a) 9.0% for
the expected long-term rate of return on plans assets, (b) 7.5% for the discount
rate for calculating the projected benefit obligation and (c) 3.25% for the rate
of average future increases in compensation levels.

Net pension expense for the twelve months ended December 27, 1997, December
28, 1996, and December 30, 1995 includes the following components (in
thousands):

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
-------------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------- ------------- -------------
Service cost-benefits earned during the period........................ $ 875 $ 721 $ 616
Interest cost on projected benefit obligation......................... 2,003 1,688 1,559
Actual return on plan assets.......................................... (4,632) (3,711) (6,000)
Amortization of prior service cost.................................... 84 73 73
Amortization of unrecognized net gain................................. (29) (51) (2)
Amortization of transition gain over 10 years......................... (42) (193) (193)
Excess of actual return on plan assets over estimated................. 1,910 1,479 4,190
------ ------ ------
Net pension expense................................................. $ 169 $ 6 $ 243
------ ------ ------
------ ------ ------
</TABLE>

A reconciliation of the projected benefit obligation for the pension plans
to the prepaid pension expense recorded at December 27, 1997 and December 28,
1996 is as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
<S> <C> <C>
Projected benefit obligation for service rendered to date............................ $ (29,116) $ (24,347)
Plan assets at fair value, primarily listed stocks, money market funds and guaranteed
investment contracts............................................................... 34,862 31,171
------------ ------------
Plan assets in excess of projected benefit obligation.............................. 5,746 6,824
Unrecognized net gain from past experience different from that assumed and effects of
changes in assumptions............................................................. (3,743) (4,398)
Prior service cost not yet recognized in net periodic pension cost................... 527 365
Unrecognized transition gain......................................................... (335) (395)
------------ ------------
Prepaid pension expense............................................................ $ 2,195 $ 2,396
------------ ------------
------------ ------------
</TABLE>

The portion of the projected benefit obligation at December 27, 1997 and
December 28, 1996 representing the accumulated benefit obligation was $26.4
million, of which $25.6 million was vested, and $22.0 million, of which $21.2
million was vested, respectively.

F-18
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

13. PENSION AND OTHER POSTRETIREMENT BENEFITS (CONTINUED)
Postretirement Benefits Other than Pensions--Playtex provides
Company-sponsored postretirement health care and life insurance benefits to
certain U.S. retirees. These plans require employees to share in the costs.
Approximately 88% of all U.S. personnel may become eligible for
Company-sponsored postretirement health care and life insurance if they were to
retire from the Company. The components of the postretirement benefit expense
for the twelve months ended December 27, 1997, December 28, 1996, and December
30, 1995 are as follows (in thousands):

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
-----------------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------- --------------- ---------------
Service cost-benefits earned during the period........................ $ 240 $ 218 $ 172
Interest cost on accumulated benefit obligation....................... 621 534 487
Net amortization and deferral......................................... 217 97 114
------ ----- -----
Net periodic expense................................................ $ 1,078 $ 849 $ 773
------ ----- -----
------ ----- -----
</TABLE>

The accumulated benefit obligations recorded on the consolidated balance
sheets as of December 27, 1997 and December 28, 1996 consist of the following
(in thousands):

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------- -------------
<S> <C> <C>
Retirees............................................................................. $ 3,945 $ 3,745
Fully eligible active employees...................................................... 2,211 2,099
Other active plan participants....................................................... 2,782 2,641
------ ------
Accumulated postretirement benefit obligations..................................... 8,938 8,485
Unrecognized prior service costs..................................................... (1,686) (1,903)
Unrecognized net loss................................................................ (50) (344)
------ ------
Accrued postretirement benefit obligations......................................... $ 7,202 $ 6,238
------ ------
------ ------
</TABLE>

The assumed health care cost trend rate for 1997 was 9.0%. This rate grades
down until the final trend rate of 5.25% is reached in 2005. A one percentage
point increase in the assumed health care costs trend rate increases the sum of
the service and interest costs components of the fiscal 1997 periodic
postretirement benefit cost by 17%, and the accumulated postretirement benefit
obligation as of December 27, 1997 by 15%. The discount rate used to estimate
the accumulated postretirement benefit obligations was 7.5% at December 27, 1997
and December 28, 1996.

Defined Contribution Benefit Plans -- Playtex also provides two
non-contributory defined contribution plans and a contributory 401(k) plan
covering various employee groups. The amounts charged to earnings for Playtex's
defined contribution plans totaled $4.1 million, $4.6 million, and $4.7 million
for the twelve months ended December 27, 1997, December 28, 1996, and December
30, 1995, respectively.

14. RELATED PARTY TRANSACTIONS

Joel E. Smilow and Hercules P. Sotos, both former directors and senior
executive officers of Playtex, are general partners of the Apparel Partnership,
holding beneficial interests of 58.5% and 13.5%, respectively, in the Apparel
Partnership. Under a consulting agreement, which commenced in the third

F-19
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

14. RELATED PARTY TRANSACTIONS (CONTINUED)
quarter of 1995, the Company has retained Mr. Smilow as a consultant for a
five-year period at an annual fee of $250,000 plus expenses and certain
benefits. The consulting agreement does not require Mr. Smilow to devote any
minimum amount of time to the performance of consulting services.

On October 31, 1995, Playtex and a wholly-owned subsidiary acquired all
issued and outstanding common shares of BBH not previously owned by Playtex.
Prior to the BBH Acquisition, BBH was controlled by Thomas Lee Equity Partners,
L.P. and certain employees and affiliates of the Thomas H. Lee Company. Thomas
H. Lee, President of the Thomas H. Lee Company, is a director and a significant
stockholder of Playtex. Beginning in December 1992, Playtex had a distribution
agreement with Sun Pharmaceuticals Corp. ("Sun"), a wholly-owned subsidiary of
BBH, pursuant to which Playtex was the exclusive distributor of Banana Boat
products in all of the areas Sun had repurchased distribution rights from its
then current distributors. Concurrent with the BBH Acquisition, the distribution
agreement between Sun and Playtex was canceled. For the ten months ended October
31, 1995 Playtex purchased $30.1 million of Banana Boat products from Sun.

Playtex believes that the terms of all the arrangements with the Apparel
Partnership and BBH were fair to Playtex and comparable to those which could be
obtained from unrelated third parties.

15. BUSINESS AND CREDIT CONCENTRATIONS

Most of Playtex's customers are dispersed throughout the United States and
Canada. No single customer accounted for more than 10% of Playtex's net sales in
1997, 1996, or 1995 with the exception of its largest customer (approximately
20% in 1997, 18% in 1996, and 17% in 1995). At December 27, 1997 and December
28, 1996, no account receivable from any customer was significant, except for
the Company's largest customer (approximately $12.6 million in 1997 and $11.9
million in 1996). Aggregate receivables from high risk customers are not
considered significant and Playtex estimates, based upon past experience, that
it has sufficient reserves to cover any losses arising from any such accounts.

16. DISCLOSURE ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS

CASH, RECEIVABLES, ACCOUNTS PAYABLE, INCOME TAXES AND ACCRUED EXPENSES The
carrying amounts approximate fair value because of the short-term maturity of
these instruments.

1997 CREDIT AGREEMENT The carrying amounts approximate fair value because
the rate of interest on borrowings under the 1997 Credit Agreement is, at
Playtex's option, a function of various alternative short-term borrowing rates,
as defined in the associated Credit Agreement.

F-20
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

16. DISCLOSURE ABOUT THE FAIR VALUE OF FINANCIAL INSTRUMENTS (CONTINUED)
LONG-TERM DEBT AND OTHER FINANCIAL INSTRUMENTS The fair value of the
following financial instruments was estimated at December 27, 1997 and December
28, 1996 as follows (in thousands):

<TABLE>
<CAPTION>
DECEMBER 27, 1997 DECEMBER 28, 1996
---------------------- ----------------------
<S> <C> <C> <C> <C>
CARRYING ESTIMATED CARRYING ESTIMATED
AMOUNT FAIR VALUE AMOUNT FAIR VALUE
---------- ---------- ---------- ----------
9% Senior Subordinated Notes (a)................................. $ 360,000 $ 369,000 $ 360,000 $ 353,400
8 7/8% Unsecured Senior Notes (a)................................ 150,000 153,750 -- --
15% Notes due from Playtex Apparel Partners, L.P. (b)............ 80,017 80,017 80,017 80,017
15 1/2% Subordinated Notes due to Playtex Apparel Partners, L.P.
(b)............................................................ 78,386 78,386 78,386 78,386
Other noncurrent assets (c)...................................... 3,626 3,520 4,224 4,100
Noncurrent liabilities (c)....................................... 13,563 12,340 14,207 12,930
</TABLE>

- ------------------------

(a) At December 27, 1997 and December 28, 1996, the estimates were based on the
average range of bid/ ask quotes provided by independent securities dealers.

(b) The estimated fair value approximates the carrying amount at December 27,
1997 and December 28, 1996, based on the amount of future cash flows
associated with these instruments, discounted using an appropriate interest
rate.

(c) The fair values are based on a combination of actual cost associated with
recent purchases or the amount of future cash flows discounted using
Playtex's borrowing rate for similar instruments.

F-21
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

17. INFORMATION BY MAJOR GEOGRAPHIC SEGMENT

Net sales by geographic area represent sales to unaffiliated customers only.
Intergeographic sales and transfers between geographic areas are nominal and
have not been disclosed separately (in thousands).

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
----------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ ------------
Sales:
United States....................................................... $ 463,910 $ 459,075 $ 445,880
Canada.............................................................. 36,722 39,667 37,701
------------ ------------ ------------
$ 500,632 $ 498,742 $ 483,581
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

Operating earnings is defined as total revenue less operating expenses. In
computing operating earnings, interest and income taxes have not been deducted
(in thousands).

<TABLE>
<CAPTION>
TWELVE MONTHS ENDED
----------------------------------------
<S> <C> <C> <C>
DECEMBER 27, DECEMBER 28, DECEMBER 30,
1997 1996 1995
------------ ------------ ------------
Operating earnings:
United States....................................................... $ 99,720 $ 97,702 $ 80,085
Canada.............................................................. (18) 1,498 2,201
------------ ------------ ------------
$ 99,702 $ 99,200 $ 82,286
------------ ------------ ------------
------------ ------------ ------------
</TABLE>

Identifiable assets by geographic area represent those assets that are used
in Playtex's operations in each area (in thousands).

<TABLE>
<CAPTION>
DECEMBER 27, DECEMBER 28,
1997 1996
------------ ------------
<S> <C> <C>
Identifiable assets (at period end):
United States...................................................................... $ 642,085 $ 647,629
Canada............................................................................. 10,473 12,702
------------ ------------
$ 652,558 $ 660,331
------------ ------------
------------ ------------
</TABLE>

F-22
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

18. QUARTERLY DATA (UNAUDITED)

The following is a summary of the quarterly results of operations and market
price data for the Company for the twelve months ended December 27, 1997 and
December 28, 1996 (in thousands, except per share data):

<TABLE>
<CAPTION>
FIRST SECOND THIRD FOURTH
QUARTER QUARTER QUARTER QUARTER
-------- -------- -------- --------
<S> <C> <C> <C> <C>
FISCAL 1997
Net sales..................... $136,410 $134,872 $117,675 $111,675
Operating earnings............ 30,679 26,287 24,130 18,606
Earnings before extraordinary
loss........................ 7,848 5,517 4,034 1,332
Net earnings (loss)........... 7,848 5,517 (44) 1,332
Earnings per share (a):
Before extraordinary loss..... $ .15 $ .11 $ .08 $ .03
Net earnings.................. $ .15 $ .11 $ .00 $ .03
Market price--high............ $ 113/4 $ 111/2 $ 101/4 $ 11
--low.............. $ 77/8 $ 9 $ 8 /16 $ 9
FISCAL 1996
Net sales..................... $143,067 $131,872 $117,500 $106,303
Operating earnings............ 27,841 26,735 26,334 18,290
Net earnings.................. 5,981 5,489 5,408 1,321
Earnings per share (a)........ $ .12 $ .11 $ .11 $ .03
Market price--high............ $ 85/8 $ 103/8 $ 91/2 $ 91/2
--low.............. $ 65/8 $ 71/8 $ 71/2 $ 71/8
</TABLE>

- ------------------------

(a) Earnings per share data is computed independently for each of the periods
presented; therefore, the sum of the earnings per share amounts for the
quarters may not equal the total for the year. Amounts represent basic and
diluted earnings per share.

F-23
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION

8 7/8% UNSECURED SENIOR NOTES DUE 2004

The Senior Notes are guaranteed by certain wholly-owned subsidiaries of the
Company (the "8 7/8% Guarantors"), namely Playtex Sales & Services, Inc.
("PSSI"), Playtex Manufacturing, Inc. ("PMI"), Playtex Beauty Care, Inc.
("PBCI"), Playtex Investment Corp. ("PIC"), Playtex International Corp.
("PINTL"), TH Marketing Corp. ("THMC"), SmileTote, Inc. ("STI") and Sun
Pharmaceuticals Corp. ("Sun"). The remaining first tier and lower tier
subsidiaries of the Company are not guarantors of the 8 7/8% Notes (the " 8 7/8%
Non-Guarantors"). PSSI provides sales solicitation, management and
administrative services to Playtex and its U.S. affiliates. PMI is a contract
manufacturer and contract research and development services provider for Playtex
and its U.S. affiliates. PBCI is a manufacturer and distributor of JHIRMACK hair
care products. PIC is an investment holding company which holds the Apparel
Debentures (see Note 5). PINTL is sole shareholder of Playtex Limited, a
manufacturer and distributor of Playtex products in Canada. THMC is the sole
shareholder of Playtex Foreign Sales Corporation. STI is owner of certain infant
care related intangible assets. Sun owns the BANANA BOAT trade name and certain
other intangible assets associated with the BANANA BOAT business. Sun
distributes its products outside the U.S. and Puerto Rico and to certain U.S.
distributors excluding Playtex. Sun has entered into license agreements with
Playtex and other unrelated licensors for the right to use the BANANA BOAT trade
name and intangible assets associated with the BANANA BOAT sun and skin care
business and manufacture and distribute BANANA BOAT products.

The 8 7/8% Non-Guarantors include Playtex Limited and Playtex Foreign Sales
Corporation("PFSC"), a foreign sales corporation as defined by Internal Revenue
Code Section 922.

The 8 7/8% Guarantors are joint and several guarantors of the 8 7/8% Notes.
Such guarantees are joint and several obligations of the 8 7/8% Guarantors, are
irrevocable, full and unconditional and are limited to the largest amount that
would not render such 8 7/8% Guarantors' obligations under the guarantees
subject to avoidance under any applicable federal or state fraudulent conveyance
or similar law. The guarantees are senior subordinated obligations of the
applicable 8 7/8% Guarantor, and are subordinated to all senior obligations of
such 8 7/8% Guarantor, including guarantees of the Company's obligations under
the 1997 Credit Agreement.

The 8 7/8% Notes contain certain restrictions and limitations, which, among
other things, restrict the type and/or amount of additional indebtedness that
may be incurred by Playtex or its subsidiaries, payment of dividends and other
distributions, issuance of preferred stock; loans and advances; certain
transactions with Playtex stockholders and affiliates; certain mergers and
consolidations; certain sales or transfers of assets; the creation of certain
liens; the transfer of assets to certain subsidiaries; and restrictions on
dividends and other distributions by subsidiaries, including the 8 7/8%
Guarantors.

F-24
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING BALANCE SHEET DATA
AS OF DECEMBER 27, 1997

(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
ASSETS CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Current assets........................ $ 125,362 $ -- $ 71,923 $ 43,820 $ 9,619
Investment in subsidiaries............ -- (87,940) 77,776 10,164 --
Intercompany receivable............... -- (158,030) 143,647 13,286 1,097
Net property, plant and equipment..... 54,810 -- 235 53,718 857
Intangible assets..................... 388,743 -- 322,216 66,522 5
Other noncurrent assets............... 83,643 (503) 3,629 80,517 --
----------- ----------- --------- ----------- -----------
Total assets........................ $ 652,558 $(246,473) $ 619,426 $ 268,027 $ 11,578
----------- ----------- --------- ----------- -----------
----------- ----------- --------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities................... $ 68,960 $ 22 $ 57,590 $ 8,807 $ 2,541
Intercompany payable.................. -- (158,029) -- 157,641 388
Long-term debt........................ 814,686 -- 814,686 -- --
Other noncurrent liabilities.......... 36,975 (507) 15,213 22,649 (380)
----------- ----------- --------- ----------- -----------
Total liabilities................... 920,621 (158,514) 887,489 189,097 2,549
Stockholders' equity.................. (268,063) (87,959) (268,063) 78,930 9,029
----------- ----------- --------- ----------- -----------
Total liabilities and stockholders'
equity............................ $ 652,558 $(246,473) $ 619,426 $ 268,027 $ 11,578
----------- ----------- --------- ----------- -----------
----------- ----------- --------- ----------- -----------
</TABLE>

CONDENSED CONSOLIDATING BALANCE SHEET DATA
AS OF DECEMBER 28, 1996

(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
ASSETS CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
----------- ----------- --------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Current assets........................ $ 122,491 $ -- $ 66,474 $ 44,104 $ 11,913
Investment in subsidiaries............ -- (79,245) 70,924 8,321 --
Intercompany receivable............... -- (126,782) 120,717 6,065 --
Net property, plant and equipment..... 53,408 -- 309 52,310 789
Intangible assets..................... 400,191 -- 331,394 68,797 --
Other noncurrent assets............... 84,241 (504) 4,219 80,526 --
----------- ----------- --------- ----------- -----------
Total assets........................ $ 660,331 $(206,531) $ 594,037 $ 260,123 $ 12,702
----------- ----------- --------- ----------- -----------
----------- ----------- --------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities................... $ 115,969 $ -- $ 69,584 $ 42,348 $ 4,037
Intercompany payable.................. -- (127,281) -- 126,500 781
Long-term debt........................ 793,086 -- 793,086 -- --
Other noncurrent liabilities.......... 34,003 (504) 14,094 20,850 (437)
----------- ----------- --------- ----------- -----------
Total liabilities................... 943,058 (127,785) 876,764 189,698 4,381
Stockholders' equity.................. (282,727) (78,746) (282,727) 70,425 8,321
----------- ----------- --------- ----------- -----------
Total liabilities and stockholders'
equity............................ $ 660,331 $(206,531) $ 594,037 $ 260,123 $ 12,702
----------- ----------- --------- ----------- -----------
----------- ----------- --------- ----------- -----------
</TABLE>

F-25
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 27, 1997

(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................... $ 500,632 $ (226,874) $ 443,673 $ 245,797 $ 38,036
Cost of sales.................................. 195,980 (177,208) 186,482 168,411 18,295
------------ ------------ ---------- ----------- -----------
Gross profit................................. 304,652 (49,666) 257,191 77,386 19,741
Operating expenses:
Advertising, selling and administrative........ 192,056 (49,666) 160,671 62,606 18,445
Amortization of intangibles.................... 12,894 -- 10,618 2,276 --
------------ ------------ ---------- ----------- -----------
Total operating expenses..................... 204,950 (49,666) 171,289 64,882 18,445
------------ ------------ ---------- ----------- -----------
Operating earnings........................... 99,702 -- 85,902 12,504 1,296
Interest expense, net.......................... 64,470 -- 76,594 (12,003) (121)
Equity in net earnings of subsidiaries......... -- 17,216 (16,110) (1,106) --
------------ ------------ ---------- ----------- -----------
Earnings before income taxes................. 35,232 (17,216) 25,418 25,613 1,417
Income taxes................................... 16,501 -- 6,687 9,503 311
------------ ------------ ---------- ----------- -----------
Earnings before extraordinary loss........... 18,731 (17,216) 18,731 16,110 1,106
Extraordinary loss on early extinguishment of
debt, net.................................... (4,078) -- (4,078) -- --
------------ ------------ ---------- ----------- -----------
Net earnings................................. $ 14,653 $ (17,216) $ 14,653 $ 16,110 $ 1,106
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 28, 1996
(IN THOUSANDS)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................... $ 498,742 $ (167,269) $ 438,127 $ 188,217 $ 39,667
Cost of sales.................................. 192,512 (104,374) 161,849 116,884 18,153
------------ ------------ ---------- ----------- -----------
Gross profit................................. 306,230 (62,895) 276,278 71,333 21,514
Operating expenses:
Advertising, selling and administrative........ 194,184 (62,895) 171,534 65,721 19,824
Amortization of intangibles.................... 12,846 -- 10,570 2,276 --
------------ ------------ ---------- ----------- -----------
Total operating expenses..................... 207,030 (62,895) 182,104 67,997 19,824
------------ ------------ ---------- ----------- -----------
Operating earnings........................... 99,200 -- 94,174 3,336 1,690
Interest expense, net.......................... 64,860 -- 76,864 (12,004) --
Equity in net earnings of subsidiaries......... -- 11,339 (10,456) (883) --
------------ ------------ ---------- ----------- -----------
Earnings before income taxes................. 34,340 (11,339) 27,766 16,223 1,690
Income taxes................................... 16,141 -- 9,567 5,767 807
------------ ------------ ---------- ----------- -----------
Net earnings................................. $ 18,199 $ (11,339) $ 18,199 $ 10,456 $ 883
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

F-26
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATED FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 30, 1995
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................... $ 483,581 $ (7,879) $ 417,894 $ 35,865 $ 37,701
Cost of sales.................................. 188,129 (6,817) 163,233 15,196 16,517
------------ ------------ ---------- ----------- -----------
Gross profit................................. 295,452 (1,062) 254,661 20,669 21,184
Operating expenses:
Advertising, selling and administrative........ 195,457 (1,062) 152,975 24,685 18,859
Amortization of intangibles.................... 17,709 -- 10,427 7,282 --
------------ ------------ ---------- ----------- -----------
Total operating expenses..................... 213,166 (1,062) 163,402 31,967 18,859
------------ ------------ ---------- ----------- -----------
Operating earnings........................... 82,286 -- 91,259 (11,298) 2,325
Interest expense, net.......................... 71,361 -- 83,326 (11,944) (21)
Equity in net earnings of subsidiaries......... -- 491 808 (1,299) --
------------ ------------ ---------- ----------- -----------
Earnings before income taxes................. 10,925 (491) 7,125 1,945 2,346
Income taxes................................... 8,151 -- 4,351 2,753 1,047
------------ ------------ ---------- ----------- -----------
Earnings before extraordinary loss........... 2,774 (491) 2,774 (808) 1,299
Extraordinary loss on early extinguishment of
debt, net.................................... (7,935) -- (7,935) -- --
------------ ------------ ---------- ----------- -----------
Net (loss) earnings.......................... $ (5,161) $ (491) $ (5,161) $ (808) $ 1,299
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

F-27
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATED FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 27, 1997
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net earnings.................................... $ 14,653 $ (17,216) $ 14,653 $ 16,110 $ 1,106
Non-cash items included in earnings:
Extraordinary loss.......................... 4,078 -- 4,078 -- --
Amortization of intangibles................. 12,894 -- 10,618 2,276 --
Amortization of deferred financing costs.... 2,163 -- 2,163 -- --
Depreciation................................ 7,520 -- 94 7,191 235
Deferred taxes.............................. 5,493 -- 3,752 1,798 (57)
Other, net.................................. 249 17,216 (16,742) 42 (267)
Increase in net working capital............... (30,182) -- (15,852) (11,173) (3,157)
------------ ------------ ---------- ----------- -----------
Net cash flows from (used for)
operations.............................. 16,868 -- 2,764 16,244 (2,140)
------------ ------------ ---------- ----------- -----------
Cash flows used for investing activities:
Purchase of property, plant and equipment..... (9,004) -- (82) (8,599) (323)
------------ ------------ ---------- ----------- -----------
Net cash flows used for investing
activities.............................. (9,004) -- (82) (8,599) (323)
------------ ------------ ---------- ----------- -----------
Cash flows used for financing activities:
Net repayments under working capital
facilities and long-term debt obligations... (1,900) -- (1,900) -- --
Payment of financing costs.................... (9,367) -- (9,367) -- --
Issuance of shares of common stock, net....... 429 -- 429 -- --
Receipt (payment) of dividends................ -- -- 7,645 (7,645) --
------------ ------------ ---------- ----------- -----------
Net cash flows used for financing
activities.............................. (10,838) -- (3,193) (7,645) --
------------ ------------ ---------- ----------- -----------
Decrease in cash................................ (2,974) -- (511) -- (2,463)
Cash at beginning of period..................... 6,205 -- 1,179 -- 5,026
------------ ------------ ---------- ----------- -----------
Cash at end of period........................... $ 3,231 $ -- $ 668 $ -- $ 2,563
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

F-28
<PAGE>
PLAYTEX PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Continued)

19. Condensed Consolidated Financial Information (Continued)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 28, 1996
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net earnings..................................... $ 18,199 $ (11,339) $ 18,199 $ 10,456 $ 883
Non-cash items included in earnings:
Amortization of intangibles.................. 12,846 -- 10,570 2,276 --
Amortization of deferred financing costs..... 2,089 -- 2,089 -- --
Depreciation................................. 8,929 -- 72 8,605 252
Deferred taxes............................... 6,842 -- 7,963 (1,130) 9
Other, net................................... 48 11,339 (10,279) (1,003) (9)
Decrease (increase) in net working capital..... 11,351 -- 13,273 (1,976) 54
------------ ------------ ----------- ----------- -----------
Net cash flows from operations............. 60,304 -- 41,887 17,228 1,189
------------ ------------ ----------- ----------- -----------
Cash flows used for investing activities:
Purchase of property, plant and equipment...... (9,740) -- (45) (9,426) (269)
------------ ------------ ----------- ----------- -----------
Net cash flows used for investing
activities............................... (9,740) -- (45) (9,426) (269)
------------ ------------ ----------- ----------- -----------
Cash flows used for financing activities:
Net repayments under working capital facilities
and long-term debt obligations............... (50,350) -- (50,350) -- --
Issuance of shares of common stock, net........ 60 -- 60 -- --
Receipt (payment) of dividends................. -- -- 7,802 (7,802) --
Other, net..................................... (9) -- (9) -- --
------------ ------------ ----------- ----------- -----------
Net cash flows used for financing
activities................................. (50,299) -- (42,497) (7,802) --
------------ ------------ ----------- ----------- -----------
Increase (decrease) in cash...................... 265 -- (655) -- 920
Cash at beginning of period...................... 5,940 -- 1,834 -- 4,106
------------ ------------ ----------- ----------- -----------
Cash at end of period............................ $ 6,205 $ -- $ 1,179 $ -- $ 5,026
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------
</TABLE>

F-29
<PAGE>
PLAYTEX PRODUCTS, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATED FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 30, 1995
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------- ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net earnings.................................... $ (5,161) $ (491) $ (5,161) $ (808) $ 1,299
Non-cash items included in earnings:
Extraordinary loss.......................... 7,935 -- 7,935 -- --
Write-off of SMILETOTE intangibles.......... 6,441 -- -- 6,441 --
Amortization of intangibles................. 11,268 -- 10,424 844 --
Amortization of deferred financing costs.... 2,246 -- 2,246 -- --
Depreciation................................ 8,496 -- 8,000 295 201
Deferred taxes.............................. (133) -- 1,039 (1,147) (25)
Other, net.................................. (291) 491 268 (1,299) 249
(Increase) decrease in net working capital.... (3,722) -- (6,443) 2,838 (117)
------------ ----- ---------- ----------- -----------
Net cash flows from operations............ 27,079 -- 18,308 7,164 1,607
------------ ----- ---------- ----------- -----------
Cash flows (used for) from investing activities:
Purchase of property, plant and equipment..... (12,395) -- (12,296) (99) --
Business or investments acquired.............. (94,429) 737 (95,166) -- --
------------ ----- ---------- ----------- -----------
Net cash flows (used for) from investing
activities.............................. (106,824) 737 (107,462) (99) --
------------ ----- ---------- ----------- -----------
Cash flows from (used for) financing activities:
Net repayments under working capital
facilities and long-term debt obligations... (42,650) -- (42,650) -- --
Long-term debt borrowings..................... 425,000 -- 425,000 -- --
Long-term debt repayments..................... (468,000) -- (468,000) -- --
Payment of financing costs.................... (9,113) -- (9,113) -- --
Issuance of shares of common stock............ 170,000 -- 170,000 -- --
Receipt (payment) of dividends................ -- -- 7,802 (7,802) --
Other, net.................................... 75 -- 75 -- --
------------ ----- ---------- ----------- -----------
Net cash flows from (used for) financing
activities.............................. 75,312 -- 83,114 (7,802) --
------------ ----- ---------- ----------- -----------
(Decrease)increase in cash...................... (4,433) 737 (6,040) (737) 1,607
Cash at beginning of period..................... 10,373 (737) 7,874 737 2,499
------------ ----- ---------- ----------- -----------
Cash at end of period........................... $ 5,940 $ -- $ 1,834 $ -- $ 4,106
------------ ----- ---------- ----------- -----------
------------ ----- ---------- ----------- -----------
</TABLE>

F-30
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

9% SENIOR SUBORDINATED NOTES DUE 2003

The 9% Notes are guaranteed by certain wholly-owned subsidiaries of the
Company (the "9% Guarantors"), PSSI, PMI, THMC, STI, and Sun. The remaining
first tier and lower tier subsidiaries of the Company are not guarantors of the
9% Notes (the "9% Non-Guarantors"). The 9% Non-Guarantors include PBCI, PIC,
PINTL, Playtex Limited and PFSC.

The 9% Guarantors are joint and several guarantors of the 9% Notes. Such
guarantees are joint and several obligations of the 9% Guarantors, are
irrevocable, and full and unconditional and are limited to the largest amount
that would not render such 9% Guarantors' obligations under the guarantees
subject to avoidance under any applicable federal or state fraudulent conveyance
or similar law. The guarantees are senior subordinated obligations of the
applicable 9% Guarantor, and are subordinated to all senior obligations of such
9% Guarantor, including guarantees of the Company's obligations under the 1997
Refinancing.

The 9% Notes contain certain restrictions and limitations, which, among
other things, restrict the type and/or amount of additional indebtedness that
may be incurred by Playtex or its subsidiaries, payment of dividends and other
distributions, issuances of preferred stock; loans and advances; certain
transactions with Playtex stockholders and affiliates; certain mergers and
consolidations; certain sales or transfers of assets; the creation of certain
liens; the transfer of assets to certain subsidiaries; and restrictions on
dividends and other distributions by subsidiaries, including the 9% Guarantors.

The information which follows presents the condensed financial position as
of December 27, 1997 and December 28, 1996 and condensed results of operations
and cash flows for each of the fiscal years in the three year period ended
December 27, 1997 of (a) the Company on a consolidated basis, (b) the parent
company only ("Parent Company"), (c) the combined 9% Guarantors, and (d) the
combined 9% Non-Guarantors. In July 1997, the 9% Notes Indenture was amended
adding THMC and STI as guarantors of the 9% Notes. The 9% Notes Guarantor
financial statements for 1996 and 1995 have been restated to reflect the
addition of THMC and STI as guarantors.

F-31
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATED FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING BALANCE SHEET DATA
AS OF DECEMBER 27, 1997
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets................................. $ 125,362 $ -- $ 71,923 $ 40,293 $ 13,146
Investment in subsidiaries..................... -- (80,084) 77,776 1,154 1,154
Intercompany receivable........................ -- (158,024) 143,647 13,280 1,097
Net property, plant and equipment.............. 54,810 -- 235 53,210 1,365
Intangible assets.............................. 388,743 -- 322,216 64,542 1,985
Other noncurrent assets........................ 83,643 (503) 3,629 -- 80,517
------------ ------------ ---------- ----------- -----------
Total assets................................. $ 652,558 $ (238,611) $ 619,426 $ 172,479 $ 99,264
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities............................ $ 68,960 $ 22 $ 57,590 $ 7,520 $ 3,828
Intercompany payable........................... -- (158,023) -- 29,179 128,844
Long-term debt................................. 814,686 -- 814,686 -- --
Other noncurrent liabilities................... 36,975 (507) 15,213 4,636 17,633
------------ ------------ ---------- ----------- -----------
Total liabilities............................ 920,621 (158,508) 887,489 41,335 150,305
Stockholders' equity........................... (268,063) (80,103) (268,063) 131,144 (51,041)
------------ ------------ ---------- ----------- -----------
Total liabilities and stockholders' equity... $ 652,558 $ (238,611) $ 619,426 $ 172,479 $ 99,264
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

CONDENSED CONSOLIDATING BALANCE SHEET DATA
AS OF DECEMBER 28, 1996
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
ASSETS
Current assets................................. $ 122,491 $ -- $ 66,474 $ 39,436 $ 16,581
Investment in subsidiaries..................... -- (70,209) 70,209 -- --
Intercompany receivable........................ -- (127,497) 122,393 5,103 1
Net property, plant and equipment.............. 53,408 -- 309 51,743 1,356
Intangible assets.............................. 400,191 -- 331,394 66,749 2,048
Other noncurrent assets........................ 84,241 (495) 4,219 -- 80,517
------------ ------------ ---------- ----------- -----------
Total assets................................. $ 660,331 $ (198,201) $ 594,998 $ 163,031 $ 100,503
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities............................ $ 115,969 $ -- $ 70,545 $ 38,762 $ 6,662
Intercompany payable........................... -- (127,272) -- -- 127,272
Long-term debt................................. 793,086 -- 793,086 -- --
Other noncurrent liabilities................... 34,003 (504) 14,094 2,813 17,600
------------ ------------ ---------- ----------- -----------
Total liabilities............................ 943,058 (127,776) 877,725 41,575 151,534
Stockholders' equity........................... (282,727) (70,425) (282,727) 121,456 (51,031)
------------ ------------ ---------- ----------- -----------
Total liabilities and stockholders' equity... $ 660,331 $ (198,201) $ 594,998 $ 163,031 $ 100,503
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

F-32
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 27, 1997
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................... $ 500,632 $ (226,538) $ 443,673 $ 230,102 $ 53,395
Cost of sales.................................. 195,980 (176,872) 186,482 160,609 25,761
------------ ------------ ---------- ----------- -----------
Gross profit................................. 304,652 (49,666) 257,191 69,493 27,634
Operating expenses:
Advertising, selling and administrative........ 192,056 (49,666) 160,671 51,826 29,225
Amortization of intangibles.................... 12,894 -- 10,618 2,208 68
------------ ------------ ---------- ----------- -----------
Total operating expenses..................... 204,950 (49,666) 171,289 54,034 29,293
------------ ------------ ---------- ----------- -----------
Operating earnings (loss).................... 99,702 -- 85,902 15,459 (1,659)
Interest expense, net.......................... 64,470 -- 76,594 -- (12,124)
Equity in net earnings of subsidiaries......... -- 18,418 (16,110) (1,154) (1,154)
------------ ------------ ---------- ----------- -----------
Earnings before income taxes................. 35,232 (18,418) 25,418 16,613 11,619
Income taxes................................... 16,501 -- 6,687 6,229 3,585
------------ ------------ ---------- ----------- -----------
Earnings before extraordinary loss............. 18,731 (18,418) 18,731 10,384 8,034
Extraordinary loss on early extinguishment of
debt, net.................................... (4,078) -- (4,078) -- --
------------ ------------ ---------- ----------- -----------
Net earnings................................. $ 14,653 $ (18,418) $ 14,653 $ 10,384 $ 8,034
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 28, 1996
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................... $ 498,742 $ (167,269) $ 438,127 $ 169,020 $ 58,864
Cost of sales.................................. 192,512 (104,374) 161,849 108,699 26,338
------------ ------------ ---------- ----------- -----------
Gross profit................................. 306,230 (62,895) 276,278 60,321 32,526
Operating expenses:
Advertising, selling and administrative........ 194,184 (62,895) 171,534 53,671 31,874
Amortization of intangibles.................... 12,846 -- 10,570 2,208 68
------------ ------------ ---------- ----------- -----------
Total operating expenses..................... 207,030 (62,895) 182,104 55,879 31,942
------------ ------------ ---------- ----------- -----------
Operating earnings........................... 99,200 -- 94,174 4,442 584
Interest expense, net.......................... 64,860 -- 76,864 -- (12,004)
Equity in net earnings of subsidiaries......... -- 10,456 (10,456) -- --
------------ ------------ ---------- ----------- -----------
Earnings before income taxes................. 34,340 (10,456) 27,766 4,442 12,588
Income taxes................................... 16,141 -- 9,567 2,034 4,540
------------ ------------ ---------- ----------- -----------
Net earnings................................. $ 18,199 $ (10,456) $ 18,199 $ 2,408 $ 8,048
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

F-33
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)
CONDENSED CONSOLIDATING STATEMENT OF OPERATIONS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 30, 1995
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net revenues................................... $ 483,581 $ (7,427) $ 417,894 $ 1,622 $ 71,492
Cost of sales.................................. 188,129 (6,365) 163,233 1,227 30,034
------------ ------------ ---------- ----------- -----------
Gross profit................................. 295,452 (1,062) 254,661 395 41,458
Operating expenses:
Advertising, selling and administrative........ 195,457 (1,062) 152,975 830 42,714
Amortization of intangibles.................... 17,709 -- 10,427 7,214 68
------------ ------------ ---------- ----------- -----------
Total operating expenses..................... 213,166 (1,062) 163,402 8,044 42,782
------------ ------------ ---------- ----------- -----------
Operating earnings (loss).................... 82,286 -- 91,259 (7,649) (1,324)
Interest expense, net.......................... 71,361 -- 83,326 -- (11,965)
Equity in net earnings of subsidiaries......... -- (808) 808 -- --
------------ ------------ ---------- ----------- -----------
Earnings before income taxes................. 10,925 808 7,125 (7,649) 10,641
Income taxes................................... 8,151 -- 4,351 (150) 3,950
------------ ------------ ---------- ----------- -----------
Earnings before extraordinary loss........... 2,774 808 2,774 (7,499) 6,691
Extraordinary loss on early extinguishment of
debt, net.................................... (7,935) -- (7,935) -- --
------------ ------------ ---------- ----------- -----------
Net (loss) earnings.......................... $ (5,161) $ 808 $ (5,161) $ (7,499) $ 6,691
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

F-34
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 27, 1997

(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net earnings..................................... $ 14,653 $ (18,418) $ 14,653 $ 10,384 $ 8,034
Non-cash items included in earnings:
Extraordinary loss........................... 4,078 -- 4,078 -- --
Amortization of intangibles.................. 12,894 -- 10,618 2,208 68
Amortization of deferred financing costs..... 2,163 -- 2,163 -- --
Depreciation................................. 7,520 -- 94 7,074 352
Deferred taxes............................... 5,493 -- 3,752 1,823 (82)
Other, net................................... 249 18,418 (16,742) (5) (1,422)
Increase in net working capital................ (30,182) -- (15,852) (12,943) (1,387)
------------ ------------ ----------- ----------- -----------
Net cash flows from operations............. 16,868 -- 2,764 8,541 5,563
------------ ------------ ----------- ----------- -----------
Cash flows used for investing activities:
Purchase of property, plant and equipment...... (9,004) -- (82) (8,541) (381)
------------ ------------ ----------- ----------- -----------
Net cash flows used for investing
activities............................... (9,004) -- (82) (8,541) (381)
------------ ------------ ----------- ----------- -----------
Cash flows used for financing activities:
Net payments under working capital facilities
and long-term debt obligations............... (1,900) -- (1,900) -- --
Payment of financing costs..................... (9,367) -- (9,367) -- --
Issuance of shares of common stock............. 429 -- 429 -- --
Receipt (payment) of dividends................. -- -- 7,645 -- (7,645)
------------ ------------ ----------- ----------- -----------
Net cash flows used for financing
activities............................... (10,838) -- (3,193) -- (7,645)
------------ ------------ ----------- ----------- -----------
Decrease in cash................................. (2,974) -- (511) -- (2,463)
Cash at beginning of period...................... 6,205 -- 1,179 -- 5,026
------------ ------------ ----------- ----------- -----------
Cash at end of period............................ $ 3,231 $ -- $ 668 $ -- $ 2,563
------------ ------------ ----------- ----------- -----------
------------ ------------ ----------- ----------- -----------
</TABLE>

F-35
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 28, 1996:
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------ ---------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net earnings................................... $ 18,199 $ (10,456) $ 18,199 $ 2,409 $ 8,047
Non-cash items included in earnings:
Amortization of intangibles................ 12,846 -- 10,570 2,208 68
Amortization of deferred financing costs... 2,089 -- 2,089 -- --
Depreciation............................... 8,929 -- 72 8,428 429
Deferred taxes............................. 6,842 -- 7,963 (1,437) 316
Other, net................................. 48 10,456 (10,279) (120) (9)
Decrease (increase) in net working capital... 11,351 -- 13,273 (2,074) 152
------------ ------------ ---------- ----------- -----------
Net cash flows from operations........... 60,304 -- 41,887 9,414 9,003
------------ ------------ ---------- ----------- -----------
Cash flows used for investing activities:
Purchase of property, plant and equipment.... (9,740) -- (45) (9,414) (281)
------------ ------------ ---------- ----------- -----------
Net cash flows used for investing
activities............................. (9,740) -- (45) (9,414) (281)
------------ ------------ ---------- ----------- -----------
Cash flows used for financing activities:
Net payments under working capital facilities
and long-term debt obligations............. (50,350) -- (50,350) -- --
Issuance of shares of common stock........... 60 -- 60 -- --
Receipt (payment) of dividends............... -- -- 7,802 -- (7,802)
Other, net................................... (9) -- (9) -- --
------------ ------------ ---------- ----------- -----------
Net cash flows used for financing
activities............................. (50,299) -- (42,497) -- (7,802)
------------ ------------ ---------- ----------- -----------
Increase (decrease) in cash.................... 265 -- (655) -- 920
Cash at beginning of period.................... 5,940 -- 1,834 -- 4,106
------------ ------------ ---------- ----------- -----------
Cash at end of period.......................... $ 6,205 $ -- $ 1,179 $ -- $ 5,026
------------ ------------ ---------- ----------- -----------
------------ ------------ ---------- ----------- -----------
</TABLE>

F-36
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

19. CONDENSED CONSOLIDATING FINANCIAL INFORMATION (CONTINUED)

CONDENSED CONSOLIDATING STATEMENT OF CASH FLOWS DATA
FOR THE TWELVE MONTHS ENDED DECEMBER 30, 1995
(In thousands)

<TABLE>
<CAPTION>
PARENT NON-
CONSOLIDATED ELIMINATIONS COMPANY GUARANTORS GUARANTORS
------------ ------------- ----------- ----------- -----------
<S> <C> <C> <C> <C> <C>
Net earnings................................... $ (5,161) $ 808 $ (5,161) $ (7,499) $ 6,691
Non-cash items included in earnings:
Extraordinary loss......................... 7,935 -- 7,935 -- --
Write-off of SMILETOTE intangibles......... 6,441 -- -- 6,441 --
Amortization of intangibles................ 11,268 -- 10,424 776 68
Amortization of deferred financing costs... 2,246 -- 2,246 -- --
Depreciation............................... 8,496 -- 8,000 -- 496
Deferred taxes............................. (133) -- 1,039 191 (1,363)
Other, net................................. (291) (808) 268 -- 249
(Increase) decrease in net working capital... (3,722) -- (6,443) (646) 3,367
------------ ----- ----------- ----------- -----------
Net cash flows from operations........... 27,079 -- 18,308 (737) 9,508
------------ ----- ----------- ----------- -----------
Cash flows (used for) from investing
activities:
Purchase of property, plant and equipment.... (12,395) -- (12,296) -- (99)
Business or investments acquired............. (94,429) 737 (95,166) -- --
------------ ----- ----------- ----------- -----------
Net cash flows (used for) from investing
activities............................. (106,824) 737 (107,462) -- (99)
------------ ----- ----------- ----------- -----------
Cash flows from (used for) financing
activities:
Net payments under working capital facilities
and long-term debt obligations............. (42,650) -- (42,650) -- --
Long-term debt borrowings.................... 425,000 -- 425,000 -- --
Long-term debt payments...................... (468,000) -- (468,000) -- --
Payment of financing costs................... (9,113) -- (9,113) -- --
Issuance of shares of common stock........... 170,000 -- 170,000 -- --
Receipt (payment) of dividends............... -- -- 7,802 -- (7,802)
Other, net................................... 75 -- 75 -- --
------------ ----- ----------- ----------- -----------
Net cash flows from (used for) financing
activities............................. 75,312 -- 83,114 -- (7,802)
------------ ----- ----------- ----------- -----------
(Decrease) increase in cash.................... (4,433) 737 (6,040) (737) 1,607
Cash at beginning of period.................... 10,373 (737) 7,874 737 2,499
------------ ----- ----------- ----------- -----------
Cash at end of period.......................... $ 5,940 $ -- $ 1,834 $ -- $ 4,106
------------ ----- ----------- ----------- -----------
------------ ----- ----------- ----------- -----------
</TABLE>

F-37
<PAGE>
PLAYTEX PRODUCTS, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

20. SUBSEQUENT EVENTS

On January 6, 1998, the Company acquired Carewell Industries, Inc.
("Carewell") for approximately $9.2 million in cash. Carewell manufactures and
markets the Dentax-Registered Trademark- line of toothbrushes, toothpaste, and
dental floss for distribution through food stores, drug chains, and mass
merchandisers. The acquisition, which was financed through the Company's 1997
Revolving Credit Facility, has been accounted for as a purchase.

On January 26, 1998, the Company acquired certain tangible and intangible
assets related to the Binky-Registered Trademark- pacifier business from
Binky-Griptight, Inc. for approximately $1.2 million cash and $0.5 million in
notes payable due July 27,1998. The acquisition, which was financed through the
Company's 1997 Revolving Credit Facility, has been accounted for as a purchase.

On January 28, 1998, the Company acquired PCH for approximately $91.0
million in cash and 9,257,345 shares of the Company's common stock. PCH
manufactures and markets a number of leading consumer product brands, including
Wet Ones-Registered Trademark- pre-moistened towelettes,
Chubs-Registered Trademark- baby wipes, Ogilvie-Registered Trademark- home
permanent products, Binaca-Registered Trademark- breath spray and drops, Mr.
Bubble-Registered Trademark- children's bubble bath products,
Diaparene-Registered Trademark- infant care products,
Tussy-Registered Trademark- deodorants, Dorothy Gray-Registered Trademark- skin
care products and Better Off-Registered Trademark- depilatories. The cash
portion of the consideration paid for the PCH transaction was financed with
borrowings under the 1997 Term Loan (see Note 6). The acquisition has been
accounted for as a purchase.

F-38
<PAGE>
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

NO DEALER, SALESPERSON OR OTHER INDIVIDUAL HAS BEEN AUTHORIZED TO GIVE ANY
INFORMATION OR MAKE ANY REPRESENTATIONS NOT CONTAINED IN THIS PROSPECTUS IN
CONNECTION WITH THE OFFERING COVERED BY THIS PROSPECTUS. IF GIVEN OR MADE, SUCH
INFORMATION OR REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED
BY THE COMPANY, THE SELLING STOCKHOLDERS OR THE UNDERWRITERS. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL, OR A SOLICITATION OF AN OFFER TO BUY, THE
COMMON STOCK IN ANY JURISDICTION WHERE, OR TO ANY PERSON TO WHOM, IT IS UNLAWFUL
TO MAKE SUCH OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS PROSPECTUS NOR
ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION
THAT THERE HAS NOT BEEN ANY CHANGE IN THE FACTS SET FORTH IN THIS PROSPECTUS OR
IN THE AFFAIRS OF THE COMPANY SINCE THE DATE HEREOF.

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
-----
<S> <C>
Prospectus Summary............................. 1
Special Note Regarding Forward
Looking Statements............................ 8
Risk Factors................................... 8
The Company.................................... 11
Use of Proceeds................................ 13
Price Range of Common Stock and Dividend
Policy........................................ 13
Capitalization................................. 14
Pro Forma Consolidated Financial Data.......... 15
Selected Historical Consolidated
Financial Data................................ 20
Management's Discussion and Analysis of
Financial Condition and Results of
Operations.................................... 22
Business....................................... 27
Management..................................... 38
Principal and Selling Stockholders............. 42
Description of Capital Stock................... 44
Underwriting................................... 48
Legal Matters.................................. 50
Experts........................................ 50
Available Information.......................... 50
Incorporation of Certain Documents
by Reference.................................. 50
Index to Consolidated Financial Statements..... F-1
</TABLE>

9,257,345 SHARES

[LOGO]

PLAYTEX PRODUCTS, INC.

COMMON STOCK

------------------

PROSPECTUS
------------------

MERRILL LYNCH & CO.
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION

GOLDMAN, SACHS & CO.
MORGAN STANLEY DEAN WITTER
PAINEWEBBER INCORPORATED
SALOMON SMITH BARNEY

[ ], 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

SUBJECT TO COMPLETION, DATED APRIL 23, 1998

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

<PAGE>

PROSPECTUS

, 1998

[LOGO]
4,026,701 SHARES

PLAYTEX PRODUCTS, INC.

COMMON STOCK

All of the 4,026,701 shares of common stock, par value $.01 per share (the
"Common Stock"), of Playtex Products, Inc., a Delaware corporation (the
"Company" or "Playtex"), offered hereby are being sold by certain stockholders
of the Company (the "International Selling Stockholders") and are offered for
sale initially outside the United States and Canada by the International
Managers (the "International Offering"). The Company will not receive any of the
proceeds from the sale of the shares by the International Selling Stockholders.
See "Principal and Selling Stockholders."

Concurrently with the International Offering, other stockholders (the "U.S.
Selling Stockholders") of the Company are offering to sell shares of the Common
Stock of the Company in the United States and Canada (the "U.S. Offering")
through a separate group of underwriters (the "U.S. Underwriters"). Pursuant to
agreements between the International Selling Stockholders and the Company and
the U.S. Selling Stockholders and the Company, the consummation of the U.S.
Offering is contingent upon the consummation of the International Offering.
However, the consummation of the International Offering is not contingent upon
the consummation of the U.S. Offering.

The Common Stock is listed on the New York Stock Exchange ("NYSE") under the
symbol "PYX." On April 21, 1998, the last reported sale price of the Common
Stock on the NYSE was $15 1/4 per share.

SEE "RISK FACTORS" (BEGINNING ON PAGE 8) FOR A DISCUSSION OF CERTAIN FACTORS
WHICH SHOULD BE CONSIDERED BY PROSPECTIVE PURCHASERS OF THE COMMON STOCK OFFERED
HEREBY.

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION, NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

<TABLE>
<CAPTION>
- -------------------------------------------------------------------------------------------
PROCEEDS TO
INTERNATIONAL
PRICE TO UNDERWRITING SELLING
PUBLIC DISCOUNT(1) STOCKHOLDERS(2)
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
Per Share............................ $ $ $
Total................................ $ $ $
- -------------------------------------------------------------------------------------------
</TABLE>

(1) THE COMPANY AND THE INTERNATIONAL SELLING STOCKHOLDERS HAVE AGREED TO
INDEMNIFY THE SEVERAL INTERNATIONAL MANAGERS AGAINST CERTAIN LIABILITIES,
INCLUDING CERTAIN LIABILITIES UNDER THE SECURITIES ACT OF 1933, AS AMENDED.
SEE "UNDERWRITING."

(2) THE EXPENSES OF THE INTERNATIONAL OFFERING, ESTIMATED TO BE $191,000, WILL
BE PAID BY THE COMPANY EXCEPT FOR THE FEES OF LEGAL COUNSEL TO THE
INTERNATIONAL SELLING STOCKHOLDERS, WHICH WILL BE PAID BY SUCH SELLING
STOCKHOLDERS.

The shares of Common Stock are offered by the several International
Managers, subject to prior sale, when, as and if delivered to and accepted by
them, and subject to the approval of certain legal matters by counsel for the
International Managers and certain other conditions. The International Managers
reserve the right to withdraw, cancel or modify such offer and to reject orders
in whole or in part. It is expected that delivery of the shares of Common Stock
will be made in New York, New York on or about , 1998.

DONALDSON, LUFKIN & JENRETTE
INTERNATIONAL

GOLDMAN SACHS INTERNATIONAL

MORGAN STANLEY DEAN WITTER

PAINEWEBBER INTERNATIONAL

SALOMON SMITH BARNEY INTERNATIONAL

<PAGE>
THE OFFERINGS

<TABLE>
<S> <C>
Common Stock offered by the International
Selling Stockholders....................... 4,026,701 shares
Common Stock offered by the U.S. Selling
Stockholders............................... 9,257,345 shares (1)
Common Stock to be outstanding before and
after the International Offering and the
U.S. Offering.............................. 60,282,650 shares (2)
Use of proceeds.............................. The Company will not receive any proceeds
from the International Offering or the U.S.
Offering unless the U.S. Underwriters'
over-allotment option is exercised in whole
or in part. If this option is exercised, the
Company intends to use the proceeds to repay
borrowings under the Credit Facilities (as
defined).
Listing...................................... The Common Stock is listed on the NYSE under
the symbol "PYX."
</TABLE>

- ------------------------

(1) To be offered by the U.S. Underwriters in a separate offering exclusively
inside the United States and Canada.

RISK FACTORS

------------------------

This Prospectus does not constitute an offer to sell or the solicitation of
an offer to buy the shares of Common Stock in any jurisdiction in which such
offer or solicitation is unlawful. There are restrictions on the offer and sale
of the shares of Common Stock in the United Kingdom. All applicable provisions
of the Financial Services Act 1986 and the Public Offers of Securities
Regulations 1995 with respect to anything done by any person in relation to the
shares of Common Stock, in, from or otherwise involving the United Kingdom must
be complied with. See "Underwriting."

5
<PAGE>

USE OF PROCEEDS

The Company will not receive any of the proceeds from the sale of the Common
Stock offered by the International Selling Stockholders. However, in the event
the over-allotment option relating to the U.S. Offering is exercised, the
Company will be required to sell up to 1,992,607 shares of Common Stock and will
receive approximately $28.3 million (based on an assumed offering price of
$15.25 per share). Any funds received from such sale will be used to pay down
variable interest rate indebtedness under the Credit Facilities. The expenses of
preparing and filing the Registration Statement of which this Prospectus forms a
part are being paid by the Company, except that the International Selling
Stockholders are bearing the costs of their own legal counsel.

PRICE RANGE OF COMMON STOCK AND DIVIDEND POLICY

As of December 27, 1997, the Company had 406 stockholders of record.

13
<PAGE>
PRINCIPAL AND SELLING STOCKHOLDERS

The following table sets forth certain information regarding the beneficial
ownership of Common Stock as of April 22, 1998, and as adjusted to reflect the
sale of the Common Stock offered hereby, by (i) the Chief Executive Officer and
each of the other four most highly compensated executive officers of the
Company, (ii) each Director of the Company, (iii) all Directors and executive
officers as a group, (iv) all persons known by the Company to own beneficially
5% or more of the Common Stock and (v) each International Selling Stockholder.
Unless otherwise indicated, each of the stockholders has sole voting and
investment power with respect to the shares of Common Stock beneficially owned
by such stockholders.

<TABLE>
<CAPTION>
SHARES BENEFICIALLY OWNED
SHARES BENEFICIALLY OWNED
PRIOR TO THE AFTER THE INTERNATIONAL
INTERNATIONAL OFFERING(1) NUMBER OF OFFERING
NAME AND ADDRESS ------------------------- SHARES -------------------------
OF BENEFICIAL OWNERS NUMBER PERCENT BEING OFFERED NUMBER PERCENT
---------------------- ------------ ----------- ------------- ------------ -----------
<S> <C> <C> <C> <C> <C>
Robert B. Haas............................. 20,000,000(2) 33.2% -- 20,000,000 33.2%
Michael R. Gallagher....................... 485,668(3) * -- 485,668 *
Michael F. Goss............................ 163,001 * -- 163,001 *
Richard G. Powers.......................... 16,667 * -- 16,667 *
Max R. Recone.............................. 126,667 * -- 126,667 *
James S. Cook.............................. 176,667 * -- 176,667 *
Thomas H. Lee.............................. 3,336,455(4) 5.5% 3,336,455(4) -- --
Kenneth F. Yontz........................... 10,600 * -- 10,600 *
Timothy O. Fisher.......................... 21,663(5) * -- 21,663(5) *
Douglas D. Wheat........................... -- -- -- -- --
Michael R. Eisenson........................ 2,915,963(6) 4.8% -- 2,915,963(6) 4.8%
C. Ann Merrifield.......................... 1,800 * -- 1,800 *
Wyche H. Walton............................ -- -- -- -- --
John W. Childs............................. 8,338,422(7) 13.8% 209,756(8) -- -- (8)
All current directors and executive
officers as a group (14 persons)......... 32,667,610 (7) 53.5% 3,546,211(8) 21,002,733 34.4%
Partnerships managed by Haas Wheat(2)...... 20,000,000(2) 33.2% -- 20,000,000(2) 33.2%
Stinson Capital Partners, L.P. et al.
909 Montgomery Street
Suite 400
San Francisco, CA 94113(9)............... 5,001,300 8.3% -- 5,001,300 8.3%
ML-Lee Acquisition Fund, L.P............... 1,406,204 2.3% 1,406,204 -- --
1989 Thomas H. Lee Nominee Trust dated
September 29, 1989....................... 1,361,951 2.3% 1,361,951 -- --
ML-Lee Acquisition Fund II, L.P............ 343,726 * 343,726 -- --
ML-Lee Acquisition Fund II................. * -- --
(Retirement Accounts), L.P............... 183,560 183,560
Eight other International Selling
Stockholders............................. 521,504 10) * 521,504(10) -- --
</TABLE>

- ------------------------

* Indicates less than one percent.

(1) Includes shares that may be acquired upon the exercise of stock options
granted by the Company that are exercisable within 60 days of the Record
Date. The shares beneficially owned include 466,668, 135,001, 16,667,
86,667, 86,667, 10,600, and 1,800 shares subject to currently exercisable
options granted to Messrs. Gallagher, Goss, Powers, Recone, Cook and Yontz
and Ms. Merrifield, respectively, and an aggregate of 804,070 shares subject
to currently exercisable options granted to all directors and executive
officers.

(2) Includes 8,055,555 shares (approximately 13.4% of the outstanding shares)
owned by HWH Capital Partners, L.P., 9,028,482 shares (approximately 15.0%
of the outstanding shares) owned by HWH

42
<PAGE>
Valentine Partners, L.P., and 2,915,963 shares (approximately 4.9% of the
outstanding shares) owned by HWH Surplus Valentine Partners, L.P.
("Surplus"). The address of each of the foregoing partnerships is c/o Haas
Wheat & Partners Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas
75201. The sole general partner of each of such partnerships is a limited
partnership, and the sole general partner of each of such limited
partnerships is a corporation controlled by Mr. Haas. By virtue of his
control of such corporations, Mr. Haas has sole voting and dispositive power
over 17,084,037 shares and shared voting and dispositive power over
2,915,963 shares.

(3) Includes 9,000 shares held by Mr. Gallagher's children. Mr. Gallagher
disclaims beneficial ownership of these shares.

(4) Includes 1,361,951 shares held of record by 1989 Thomas H. Lee Nominee Trust
dated September 29, 1989, 1,406,204 shares held of record by the ML-Lee
Acquisition Fund, L.P., 343,726 shares held of record by the ML-Lee
Acquisition Fund II, L.P. and 183,560 shares held of record by the ML-Lee
Acquisition Fund II (Retirement Accounts), L.P. While Mr. Lee has shared
voting and dispositive power over the shares held by the limited
partnership, he disclaims beneficial ownership of such shares. Certain of
the 1,361,951 shares held of record by the 1989 Thomas H. Lee Nominee Trust
are subject to options to purchase granted by such trust to certain
employees and consultants of The Thomas H. Lee Company. Also included are
20,507 shares held by the Stephen Zachary Lee 1988 Irrevocable Trust and
20,507 shares held by the Robert Schiff Lee 1988 Irrevocable Trust. Mr. Lee
also disclaims beneficial ownership of the shares held by such trusts. The
address of Mr. Lee is c/o The Thomas H. Lee Company, 75 State Street, Suite
2600, Boston, MA 02109.

(5) Includes 16,663 shares held of record by Mr. Fisher's spouse and children.
Mr. Fisher disclaims beneficial ownership of these shares.

(6) Represents shares owned by Surplus, of which Phemus Corporation is the sole
Limited Partner. Mr. Eisenson is the President and Chief Executive Officer
of Harvard Private Capital Group, the investment advisor for Phemus
Corporation. While Mr. Eisenson has shared voting and dispositive power over
the shares, he disclaims beneficial ownership of such shares.

(7) Includes 7,855,764 shares (approximately 13.1% of the outstanding shares)
beneficially owned by J.W. Childs Equity Partners L.P. ("Childs LP"), a
Delaware limited partnership, J.W. Childs Advisors L.P. ("JWC Advisors"), a
Delaware limited partnership which is the general partner of Childs LP, 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., and 482,658 shares owned by John W. Childs
directly. The address of Mr. Childs and Childs LP is c/o J.W. Childs
Associates, L.P., One Federal Street, Boston, MA 02110.

(8) In addition to the shares being offered hereby, John W. Childs and the other
persons named in note (7), above, are offering an aggregate of 8,128,666
shares pursuant to a separate Prospectus in the U.S. Offering.

(9) On December 16, 1997, the Company received a Schedule 13D dated December 4,
1997 filed with the SEC in respect of ownership of an aggregate of 5,001,300
shares of Common Stock by a group comprised of Stinson Capital Partners,
L.P., BK Capital Partners IV, L.P., The Carpenters Pension Trust for
Southern California, United Brotherhood of Carpenters and Joiners of America
Local Unions and Councils Pension Fund, Insurance Company Supported
Organizations Pension Plan, Richard C. Blum & Associates, L.P., Richard C.
Blum & Associates, Inc. and Richard C. Blum. Each filing person reported
shared voting power and shared dispositive power with respect to all of such
shares. The Company has not attempted to verify independently any of the
information contained in the Schedule 13D.

(10) Includes the 20,507 shares held by each of the Stephen Zachary Lee 1988
Irrevocable Trust and the Robert Schiff Lee 1988 Irrevocable Trust.

43
<PAGE>

CERTAIN UNITED STATES FEDERAL TAX CONSEQUENCES
FOR NON-UNITED STATES HOLDERS

The following is a general discussion of certain United States federal
income and estate tax consequences of the ownership and disposition of Common
Stock applicable to Non-U.S. Holders. In general, a "Non-U.S. Holder" is any
holder of Common Stock other than (i) a citizen or resident of the United
States, (ii) a corporation or partnership created or organized in the United
States or under the laws of the United States or of any state (other than any
partnership treated as foreign under U.S. Treasury regulations), (iii) an
estate, the income of which is includable in gross income for United States
federal income tax purposes regardless of its source or (iv) a trust if (a) a
court within the United States is able to exercise primary supervision over the
administration of the trust and (b) one or more United States persons have the
authority to control all substantial decisions of the trust. This discussion is
based on current law and is for general information only. This discussion does
not address aspects of United States federal taxation other than income and
estate taxation, and does not address all aspects of income and estate taxation
nor does it consider any specific facts or circumstances that may apply to a
particular Non-U.S. Holder (including certain U.S. expatriates). ACCORDINGLY,
OFFEREES OF COMMON STOCK ARE URGED TO CONSULT THEIR TAX ADVISERS REGARDING THE
UNITED STATES FEDERAL, STATE, LOCAL AND NON-UNITED STATES INCOME AND OTHER TAX
CONSEQUENCES OF HOLDING AND DISPOSING OF SHARES OF COMMON STOCK.

An individual may, subject to certain exceptions, be deemed to be a resident
alien (as opposed to a non-resident alien) by virtue of being present in the
United States for at least 31 days in the calendar year and for an aggregate of
at least 183 days during a three-year period ending in the current calendar year
(counting for such purposes all of the days present in the current year,
one-third of the days present in the immediately preceding year, and one-sixth
of the days present in the second preceding year). In addition to the
"substantial presence test" described in the immediately preceding sentence, an
alien may be treated as a resident alien if he or she (i) meets a lawful
permanent residence test (a so-called "green card" test) or (ii) elects to be
treated as a U.S. resident and meets the "substantial presence test" in the
immediately following year. Resident aliens are subject to U.S. federal tax as
if they were U.S. citizens.

DIVIDENDS

In general, dividends paid to a Non-U.S. Holder will be subject to United
States withholding tax at a 30% rate (or a lower rate prescribed by an
applicable tax treaty) unless the dividends are either (i) effectively connected
with a trade or business carried on by the Non-U.S. Holder with the United
States, or (ii) attributable to a permanent establishment in the United States
maintained by the Non-U.S. Holder if certain income tax treaties apply.
Dividends effectively connected with such a United States trade or business or
attributable to such a United States permanent establishment generally will not
be subject to United States withholding tax if the Non-U.S. Holder files the
appropriate U.S. Internal Revenue Service ("IRS") form with the payor of the
dividend (which form, under U.S. Treasury regulations generally effective for
payments made after December 31, 1999 ("Final Regulations"), will require such
Non-U.S. Holder to provide a U.S. taxpayer identification number) and generally
will be subject to United States federal income tax on a net income basis, in
the same manner as if the Non-U.S. Holder were a resident of the United States.
A Non-U.S. Holder that is a corporation may be subject to an additional branch
profits tax at a rate of 30% (or such lower rate as may be specified by an
applicable treaty) on the repatriation from the United States of its
"effectively connected earnings and profits," subject to certain adjustments. To
determine the applicability of a tax treaty providing for a lower rate of
withholding, dividends paid to an address in a foreign country are presumed
under currently effective United States Treasury regulations (the "Current
Regulations") to be paid to a resident of that country absent knowledge to the
contrary. Under the Final Regulations, however, a Non-U.S. Holder of Common
Stock who wishes to claim the benefit of an applicable treaty rate generally
will be required to satisfy applicable certification and other

48
<PAGE>

requirements. In addition, under the Final Regulations, in the case of Common
Stock held by a foreign partnership, (x) the certification requirement will
generally be applied to the partners of the partnership and (y) the partnership
will be required to provide certain information, including a United States
taxpayer identification number. The Final Regulations also provide look-through
rules for tiered partnerships. The Final Regulations generally would require
Non-U.S. Holders to file an IRS Form W-8 to obtain the benefit of any applicable
tax treaty providing for a lower rate of withholding tax on dividends. A
Non-U.S. Holder that is eligible for a reduced rate of U.S. withholding tax
pursuant to a tax treaty may obtain a refund of any excess amounts withheld by
filing an appropriate claim for refund with the IRS.

SALE OF COMMON STOCK

In general, a Non-U.S. Holder will not be subject to United States federal
income tax on any gain realized upon the disposition of such holder's shares of
Common Stock unless: (i) the gain is effectively connected with a trade or
business carried on by the Non-U.S. Holder within the United States or,
alternatively, if certain tax treaties apply, is attributable to a permanent
establishment in the United States maintained by the Non-U.S. Holder (and in
either case, the branch profits tax discussed above may also apply if the
Non-U.S. Holder is a corporation); (ii) the Non-U.S. Holder is an individual who
holds shares of Common Stock as a capital asset and is present in the United
States for 183 days or more in the taxable year of disposition, and either (a)
such individual has a "tax home" (as defined for United States federal income
tax purposes) in the United States (unless the gain from the disposition is
attributable to an office or other fixed place of business maintained by such
Non-U.S. Holder in a foreign country and such gain has been subject to a foreign
income tax equal to at least 10% of the gain derived from such disposition), or
(b) the gain is attributable to an office or other fixed place of business
maintained by such individual in the United States; or (iii) the Company is or
has been a United States real property holding corporation (a "USRPHC") for
United States federal income tax purposes (which the Company does not believe
that it is or is likely to become) at any time within the shorter of the
five-year period preceding such disposition or such Non-U.S. Holder's holding
period. If the Company were or were to become a USRPHC at any time during this
period, gains realized upon a disposition of Common Stock by a Non-U.S. Holder
which did not directly or indirectly own more than 5% of the Common Stock during
this period generally would not be subject to United States federal income tax,
provided that the Common Stock had been regularly traded on an established
securities market.

ESTATE TAX

Common Stock owned or treated as owned by an individual who is not a citizen
or resident (as defined for United States federal estate tax purposes) of the
United States at the time of death will be includable in the individual's gross
estate for United States federal estate tax purposes (unless an applicable
estate tax treaty provides otherwise), and therefore may be subject to United
States federal estate tax.

BACKUP WITHHOLDING, INFORMATION REPORTING AND OTHER REPORTING REQUIREMENTS

The Company must report annually to the IRS as to each Non-U.S. Holder the
amount of dividends paid to, and the tax withheld with respect to, each Non-U.S.
Holder. These reporting requirements apply regardless of whether withholding was
reduced or eliminated by an applicable tax treaty. Copies of this information
also may be made available under the provisions of a specific treaty or
agreement with the tax authorities in the country in which the Non-U.S. Holder
resides or is established.

Under the Current Regulations, United States backup withholding tax (which
generally is imposed at the rate of 31% on certain payments to persons that fail
to furnish the information required under the United States information
reporting requirements) and information reporting requirements (other than those
discussed above) generally will not apply to dividends paid on Common Stock to a
Non-U.S. Holder at an address outside of United States. Backup withholding and
information reporting generally will apply to dividends paid on shares of Common
Stock to a Non-U.S. Holder at an address in the United States, if

49
<PAGE>
such holder fails to establish an exemption or to provide certain other
information to the payor. Under the Final Regulations, however, a Non-U.S.
Holder of Common Stock that fails to certify its Non-U.S. Holder status in
accordance with the requirements of the Final Regulations may be subject to
United States backup withholding on payments of dividends.

The payment of proceeds from the disposition of Common Stock to or through a
United States office of a broker will be subject to information reporting and
backup withholding unless the owner, under penalties of perjury, certifies,
among other things, such owner's status as a Non-U.S. Holder or otherwise
establishes an exemption. The payment of proceeds from the disposition of Common
Stock to or through a non-U.S. office of a non-U.S. broker generally will not be
subject to backup withholding and information reporting, except as noted below.
In the case of proceeds from a disposition of Common Stock paid to or through a
non-U.S. office of a broker that is (i) a United States person, (ii) a
"controlled foreign corporation" for United States federal income tax purposes
or (iii) a foreign person 50% or more of whose gross income from certain periods
is effectively connected with a United States trade or business, information
reporting (but not backup withholding) will apply unless the broker has
documentary evidence in its files that the owner is a Non-U.S. Holder (and the
broker has no actual knowledge to the contrary).

Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded or
credited against the Non-U.S. Holder's United States federal income tax
liability, if any, provided that the required information is furnished to the
IRS.

50
<PAGE>
UNDERWRITING

Subject to the terms and conditions set forth in a purchase agreement (the
"International Purchase Agreement") among the Company, each of the International
Selling Stockholders and each of the underwriters named below (the
"International Managers"), the International Selling Stockholders have agreed to
sell to each of the International Managers, and each of the International
Managers severally has agreed to purchase from the International Selling
Stockholders, the number of shares of Common Stock set forth opposite its name
below.

<TABLE>
<CAPTION>
NUMBER
INTERNATIONAL MANAGERS OF SHARES
- ----------------------------------------------------------------------------------------------------- ----------
<S> <C>
Donaldson, Lufkin & Jenrette International...........................................................
Goldman Sachs International..........................................................................
Morgan Stanley & Co. International Limited...........................................................
PaineWebber International (U.K.) Ltd.................................................................
Smith Barney Inc.....................................................................................
----------
Total........................................................................................ 4,026,701
----------
----------
</TABLE>

Donaldson, Lufkin & Jenrette International, Goldman Sachs International,
Morgan Stanley & Co. International Limited, PaineWebber International (U.K.)
Ltd. and Smith Barney Inc. are acting as the representatives (the "International
Representatives") of the International Managers.

The Company and certain other stockholders of the Company (the "U.S. Selling
Stockholders") have also entered into a purchase agreement (the "U.S. Purchase
Agreement") with certain underwriters within the United States and Canada
(collectively, the "U.S. Underwriters"), for whom Merrill Lynch, Pierce, Fenner
& Smith Incorporated, Donaldson, Lufkin & Jenrette Securities Corporation,
Goldman, Sachs & Co., Morgan Stanley & Co. Incorporated, PaineWebber
Incorporated and Smith Barney Inc. are acting as representatives (the "U.S.
Representatives"). Subject to the terms and conditions set forth in the U.S.
Purchase Agreement, the U.S. Selling Stockholders have agreed to sell to the
U.S. Underwriters, and the U.S. Underwriters have severally agreed to purchase
from the U.S. Selling Stockholders, an aggregate of 9,257,345 shares of Common
Stock. The U.S. Offering is being undertaken independently of the International
Offering.

Pursuant to agreements between the International Selling Stockholders and
the Company and the U.S. Selling Stockholders and the Company, the consummation
of the U.S. Offering is contingent upon the consummation of the International
Offering. However, the consummation of the International Offering is not
contingent upon the consummation of the U.S. Offering.

The International Managers and the U.S. Underwriters have not entered into
an intersyndicate agreement and no shares of Common Stock are to be transferred
between the International Managers and the U.S. Underwriters. The International
Managers and any dealer to whom they sell shares of Common Stock will not offer
to sell or sell shares of Common Stock to U.S. persons or to Canadian persons or
to persons they believe intend to resell to U.S. persons or Canadian persons,
and the U.S. Underwriters will not offer to sell or sell shares of Common Stock
to persons who are non-U.S. or non-Canadian persons or to persons they believe
intend to resell to persons who are non-U.S. or non-Canadian persons.

The International Representatives have advised the Company that the
International Managers propose initially to offer the shares of Common Stock to
the public at the public offering price set forth on the cover page of this
Prospectus, and to certain dealers at such price less a concession not in excess
of $ per share of Common Stock on sales to certain other dealers. The
International Managers may allow, and such dealers may reallow, a discount not
in excess of $ per share of Common Stock on sales to certain other
dealers. After the initial public offering, the public offering price,
concession and discount may be changed.

The Company and the International Selling Stockholders have agreed, subject
to certain exceptions, not to sell or otherwise dispose of any shares of Common
Stock or securities convertible into or exchangeable or exercisable for Common
Stock, without the prior written consent of Donaldson, Lufkin &

51
<PAGE>

Jenrette International, for a period of 90 days after the date of this
Prospectus. In addition, the Company and the U.S. Selling Stockholders have
entered into similar arrangements with Merrill Lynch, Pierce, Fenner & Smith
Incorporated.

The International Managers do not intend to confirm sales of the Common
Stock offered hereby to any accounts over which they exercise discretionary
authority.

The Company and the International Selling Stockholders have agreed to
indemnify the several International Managers against certain liabilities,
including liabilities under the Securities Act, or to contribute to payments the
International Managers may be required to make in respect thereof. The Company
has agreed to indemnify the International Selling Stockholders, under certain
circumstances, in respect of payments made by them pursuant to these agreements.

The International Managers have advised the Company that they do not
currently intend to engage in transactions intended to stabilize the price of
the Common Stock.

If the International Managers create a short position in the Common Stock in
connection with the International Offering, i.e., if they sell more shares of
Common Stock than are set forth on the cover page of this Prospectus, the
International Representatives may reduce that short position by purchasing
Common Stock in the open market. In general, purchases of a security to reduce a
short position could cause the price of the security to be higher than it might
be in the absence of such purchases.

Neither the Company nor any of the International Managers makes any
representation or prediction as to the direction or magnitude of any effect that
the transactions described above may have on the price of the Common Stock. In
addition, neither the Company nor any of the International Managers makes any
representation that the International Representatives will engage in such
transactions or that such transactions, once commenced, will not be discontinued
without notice.

Each International Manager has agreed that (i) it has not offered or sold,
and will not for a period of six months following consummation of the
International Offering offer or sell, in the United Kingdom by means of any
document, any shares of Common Stock offered hereby, other than to persons whose
ordinary activities involve them in acquiring, holding, managing or disposing of
investments (as principal or agent) for the purposes of their businesses or
otherwise in circumstances than do not constitute an offer to the public within
the meaning of the Public Offers of Securities Regulations 1995, (ii) it has
complied with and will comply with all applicable provisions of the Financial
Services Act 1986 with respect to anything done by it in relation to the shares
of Common Stock in, from, or otherwise involving the United Kingdom and (iii) it
has only issued or passed on and will only issue or pass on to any person in the
United Kingdom any document received by it in connection with the issue of the
shares of Common Stock if that person is of a kind described in Article 11(3) of
the Financial Services Act 1986 (Investment Advertisements) (Exemptions) Order
1995, as amended, or is a person to whom the document may otherwise lawfully be
issued or passed on.

52
<PAGE>
LEGAL MATTERS

The validity of the Common Stock being offered hereby and certain other
legal matters relating to offerings pursuant to the Registration Statement will
be passed upon for the Company by Paul, Weiss, Rifkind, Wharton & Garrison, New
York, New York. Certain legal matters relating to the International Offerings
will be passed upon for the International Managers by Shearman & Sterling, New
York, New York.

EXPERTS

AVAILABLE INFORMATION

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents have been filed by the Company with the SEC pursuant
to the Exchange Act (Commission File No. 1-12620) and are hereby incorporated
herein by reference:

(1) The Company's Annual Report on Form 10-K for the fiscal year ended
December 27, 1997;

(2) the Company's Current Report on Form 8-K/A dated April 13, 1998
filed on April 13, 1998; and

53
<PAGE>

(3) the description of the Common Stock contained in the Company's
Registration Statement on Form 8-A filed pursuant to Section 12(b) of the
Exchange Act, and declared effective on January 26, 1994 (including any
amendment or report) filed for the purpose of updating such description.

54
<PAGE>

- --------------------------------------------------------------------------------

------------------------

TABLE OF CONTENTS

<TABLE>
<CAPTION>
PAGE
<S> <C>
Prospectus Summary............................. 1
Special Note Regarding Forward
Looking Statements........................... 8
Risk Factors................................... 8
The Company.................................... 11
Use of Proceeds................................ 13
Price Range of Common Stock and
Dividend Policy.............................. 13
Capitalization................................. 14
Pro Forma Consolidated
Financial Data............................... 15
Selected Historical
Consolidated Financial Data.................. 20
Management's Discussion and Analysis of
Financial Condition and Results of
Operations................................... 22
Business....................................... 27
Management..................................... 38
Principal and Selling Stockholders............. 42
Description of Capital Stock................... 44
Certain United States Federal Tax Consequences
to Non-United States Holders................. 48
Underwriting................................... 51
Legal Matters.................................. 53
Experts........................................ 53
Available Information.......................... 53
Incorporation of Certain Documents
by Reference................................. 53
Index to Consolidated Financial Statements..... F-1
</TABLE>

4,026,701 SHARES

[LOGO]

PLAYTEX PRODUCTS, INC.

COMMON STOCK

--------------

PROSPECTUS
--------------

DONALDSON, LUFKIN & JENRETTE
INTERNATIONAL

GOLDMAN SACHS INTERNATIONAL
MORGAN STANLEY DEAN WITTER
PAINEWEBBER INTERNATIONAL
SALOMON SMITH BARNEY INTERNATIONAL

[ ], 1998

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>
PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

<TABLE>
<S> <C>
Registration fee.................................................................. $ 64,220
NASD filing fee................................................................... 22,270
Legal fees and expenses........................................................... 150,000
Accounting fees and expenses...................................................... 75,000
Printing and duplicating expenses................................................. 300,000
Blue Sky fees and expenses........................................................ 15,000
Miscellaneous expenses............................................................ 5,000
---------
Total............................................................................. $ 631,490
---------
---------
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Section 145 of the Delaware General Corporation Law (the "DGCL") grants a
Delaware corporation the power to indemnify any director, officer, employee or
agent against reasonable expenses (including attorneys' fees) incurred by him in
connection with any proceeding brought by or on behalf of the corporation and
against judgments, fines, settlements and reasonable expenses (including
attorneys' fees) incurred by him in connection with any other proceeding, if (a)
he acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and (b) in the case of any
criminal proceeding, he had no reasonable cause to believe his conduct was
unlawful. Except as ordered by a court, however, no indemnification is to be
made in connection with any proceeding brought by or in the right of the
corporation where the person involved is adjudged to be liable to the
corporation.

Section 8 of the Company's restated certificate of incorporation and Section
13.1 of the Company's by-laws provide that the Company shall indemnify and hold
harmless, to the fullest extent permitted by applicable law as it presently
exists or may hereafter be amended, any person who was or is made or is
threatened to be made a party or is otherwise involved in any action, suit or
proceeding, whether civil, criminal, administrative or investigative (a
"proceeding") by reason of the fact that he, or a person for whom he is the
legal representative, is or was a director or officer of the corporation or is
or was serving at the written request of the corporation as a director, officer,
employee or agent of another corporation or of a partnership, joint venture,
trust, enterprise or nonprofit entity, including service with respect to
employee benefit plans, against all liability and loss suffered and expenses
(including attorney's fees) reasonably incurred by such person; PROVIDED,
HOWEVER, that the Company shall be required to indemnify a person in connection
with a proceeding (or part thereof) initiated by such person only if the
proceeding (or part thereof) was authorized by the Board of Directors of the
corporation.

Section 102 of the DGCL permits the limitation of directors' personal
liability to the corporation or its stockholders for monetary damages for breach
of fiduciary duties as a director except for (i) any breach of the director's
duty of loyalty to the corporation or its stockholders, (ii) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of the law, (iii) breaches under section 174 of the DGCL, which relate to
unlawful payments of dividends or unlawful stock repurchase or redemptions, and
(iv) any transaction from which the director derived an improper personal
benefit.

Section 7 of the Company's restated certificate of incorporation limits the
personal liability of directors of the Company to the fullest extent permitted
by paragraph (7) of subsection (b) of section 102 of the DGCL.

II-1
<PAGE>
Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that in the
opinion of the SEC such indemnification is against public policy as expressed in
the Securities Act and is therefore unenforceable.

The Company maintains directors' and officers' liability insurance for its
officers and directors.

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a) Exhibits

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>

1.1 Form of U.S. Underwriting Agreement.*

1.2 Form of International Underwriting Agreement.*

5 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to legal matters.**

8 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to tax matters.**

12 Statement of Computation of Ratio of Earnings to Fixed Charges.**

23.1 Consent of KPMG Peat Marwick LLP.**

23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison regarding Exhibit 5 (included in the opinion
filed as Exhibit 5 to this Registration Statement).**

23.3 Consent of Paul, Weiss, Rifkind, Wharton & Garrison regarding Exhibit 8 (included in the opinion
filed as Exhibit 8 to this Registration Statement).**

24 Powers of Attorney**
</TABLE>

- ------------------------

* To be filed by amendment.

** Previously filed.

(b) Financial Statement Schedules

All schedules for which provision is made in the applicable accounting
regulations of the SEC are either not required under the related instructions,
are not applicable (and therefore have been omitted), or the required
disclosures are contained in the financial statements included herein.

ITEM 17. UNDERTAKINGS.

(a) The undersigned Registrant hereby undertakes:

(1) to file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act;

(ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement. Notwithstanding the foregoing, any increase or
decrease in the volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered) and any
deviation from the low or high and of the estimated maximum offering range
may be reflected on

II-2
<PAGE>
the form of Prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more than 20
percent change in the maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective Registration
Statement;

(iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement; provided,
however, that paragraph (1)(i) and (1)(ii) above do not apply if information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13
or Section 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act") that are incorporated by reference in the Registration
Statement;

(2) that, for the purpose of determining any liability under the Securities Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof; and

(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of
the offering.

(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this Registration
Statement shall be deemed to be a new registration statement relating to the
securities offered herein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Registrant pursuant to the provisions described under Item 15
above, or otherwise, the Registrant has been advised that in the opinion of
the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in
the successful defense of any action, suit or proceeding) is asserted by
such director, officer or controlling person in connection with the
securities being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent, submit to
a court of appropriate jurisdiction the question whether such
indemnification by it is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue.

(4) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of Prospectus filed as part of this
Registration Statement in reliance upon Rule 430A and contained in the form
of a Prospectus filed by the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

(5) For purposes of determining any liability under the Securities Act of 1933,
each post-effective amendment that contains a form of Prospectus shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

II-3
<PAGE>
SIGNATURES

Pursuant to the requirements of the Securities Act, the Registrant has duly
caused this amendment to the Registration Statement to be signed on its behalf
by the undersigned, thereunto duly authorized, in the Town of Westport,
Connecticut, on April 21, 1998.

PLAYTEX PRODUCTS, INC.

BY: /S/ MICHAEL R. GALLAGHER
-----------------------------------------
Michael R. Gallagher
CHIEF EXECUTIVE OFFICER

Pursuant to the requirements of the Securities Act, this amendment to the
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------
* Chairman of the Board and
- ------------------------------ Director April 21, 1998
Robert B. Haas

/s/ MICHAEL R. GALLAGHER Chief Executive Officer
- ------------------------------ (Principal Executive April 21, 1998
Michael R. Gallagher Officer) and Director

Executive Vice President
* and Chief Financial
- ------------------------------ Officer (Principal April 21, 1998
Michael F. Goss Financial and Accounting
Officer) and Director

* Director
- ------------------------------ April 21, 1998
Thomas H. Lee

Director
- ------------------------------ April , 1998
Kenneth F. Yontz

Director
- ------------------------------ April , 1998
Timothy O. Fisher

II-4
<PAGE>

SIGNATURE TITLE DATE
- ------------------------------ --------------------------- -------------------

*
- ------------------------------
Douglas D. Wheat Director April 21, 1998

*
- ------------------------------
Wyche H. Walton Director April 21, 1998

*
- ------------------------------
John W. Childs Director April 21, 1998

*
- ------------------------------
Michael R. Eisenson Director April 21, 1998

- ------------------------------
C. Ann Merrifield Director April , 1998

*By: /s/ MICHAEL R.
GALLAGHER
-------------------------
Michael R. Gallagher
ATTORNEY-IN-FACT

II-5
<PAGE>
EXHIBIT INDEX

EXHIBITS

<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ------------- -----------------------------------------------------------------------------------------------------
<C> <S>

1 Form of U.S. Underwriting Agreement.*

1.2 Form of International Underwriting Agreement.*

5 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to legal matters.**

8 Opinion of Paul, Weiss, Rifkind, Wharton & Garrison as to tax matters.**

12 Statement of Computation of Ratio of Earnings to Fixed Charges.**

23.1 Consent of KPMG Peat Marwick LLP.**

23.2 Consent of Paul, Weiss, Rifkind, Wharton & Garrison regarding Exhibit 5 (included in the opinion
filed as Exhibit 5 to this Registration Statement).**

23.3 Consent of Paul, Weiss, Rifkind, Wharton & Garrison regarding Exhibit 8 (included in the opinion
filed as Exhibit 8 to this Registration Statement.)**

24 Powers of Attorney (included on signature pages of this Part II).**
</TABLE>

- ------------------------

* To be filed by amendment.

** Previously filed.