<PAGE>
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant /X/
Filed by a party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Section 240.14a-11(c) or Section
240.14a-12
PLAYTEX PRODUCTS, INC.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
/x/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11
(1) Title of each class of securities to which transaction applies:
------------------------------------------------------------------------
(2) Aggregate number of securities to which transaction applies:
------------------------------------------------------------------------
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
------------------------------------------------------------------------
(4) Proposed maximum aggregate value of transaction:
------------------------------------------------------------------------
(5) Total fee paid:
------------------------------------------------------------------------
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
------------------------------------------------------------------------
(2) Form, Schedule or Registration Statement No.:
------------------------------------------------------------------------
(3) Filing Party:
------------------------------------------------------------------------
(4) Date Filed:
------------------------------------------------------------------------
<PAGE>
[LOGO]
April 19, 1999
TO OUR STOCKHOLDERS:
On behalf of the Board of Directors and management of Playtex Products,
Inc., I cordially invite you to the Annual Meeting of Stockholders to be held on
Tuesday, May 18, 1999, at 9:30 a.m. at the Company's Headquarters at 300 Nyala
Farms Road, Westport, Connecticut.
At the Annual Meeting, stockholders will be asked to elect the Board of
Directors, approve an amendment to the Company's By-laws, approve an amendment
to the Playtex 1994 Stock Option Plan for Directors and Executive and Key
Employees and approve the selection of the Corporation's independent auditors,
all of which is fully described in the accompanying Notice of Annual Meeting and
Proxy Statement.
It is important that your stock be represented at the meeting regardless of
the number of shares you hold. You are encouraged to specify your voting
preferences by so marking and dating the enclosed proxy card. However, if you
wish to vote in accordance with the directors' recommendations, all you need do
is sign and date the card.
Please complete and return the proxy card in the enclosed envelope whether
or not you plan to attend the meeting. If you do attend and wish to vote in
person, you may revoke your proxy at that time.
If your shares are not registered in your own name and you would like to
attend the meeting, please ask the broker, trust, bank or other nominee which
holds the shares to provide you with evidence of your share ownership, which
will enable you to gain admission to the meeting.
Sincerely,
/s/ Michael R. Gallagher
Michael R. Gallagher
Chief Executive Officer and Director
<PAGE>
PLAYTEX PRODUCTS, INC.
300 NYALA FARMS ROAD
WESTPORT, CONNECTICUT 06880
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD MAY 18, 1999
The Annual Meeting of Stockholders of Playtex Products, Inc. (the "Company")
will be held at the Company's Headquarters at 300 Nyala Farms Road, Westport,
Connecticut, on Tuesday, May 18, 1999 at 9:30 a.m. local time, for the following
purposes:
ITEM 1. To elect a Board of Directors for the ensuing year;
ITEM 2. To ratify the Amendment to the Company's By-laws requiring that two
Non-Purchaser Directors (as defined in the By-laws of the Company)
be designated by RCBA PLAYTEX, L.P.;
ITEM 3. To ratify the amendment to the Playtex 1994 Stock Option Plan for
Directors and Executive and Key Employees (the "1994 Stock Option
Plan" or the "Plan");
ITEM 4. To ratify the selection of the firm of KPMG LLP as the Company's
independent auditors for fiscal year 1999; and
ITEM 5. To transact such other business as may properly come before the
meeting or any adjournment thereof.
The Board of Directors has set the close of business on April 5, 1999 as the
record date for determining stockholders entitled to notice of and to vote at
the meeting or any adjournment thereof.
All stockholders are cordially invited to attend the meeting.
By Order of the Board of Directors
/s/ Paul E. Yestrumskas
Paul E. Yestrumskas
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
APRIL 19, 1999
IT IS IMPORTANT THAT THE ENCLOSED PROXY CARD BE SIGNED, DATED AND PROMPTLY
RETURNED IN THE ENCLOSED ENVELOPE SO THAT YOUR SHARES WILL BE REPRESENTED
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING.
<PAGE>
PLAYTEX PRODUCTS, INC.
300 NYALA FARMS ROAD
WESTPORT, CONNECTICUT 06880
--------------------
PROXY STATEMENT
--------------------
ANNUAL MEETING OF STOCKHOLDERS
This Proxy Statement is being furnished to stockholders of Playtex Products,
Inc. (the "Company") in connection with the solicitation by the Board of
Directors of the Company of proxies for use at the Annual Meeting of
Stockholders of the Company to be held at the Company's Headquarters at 300
Nyala Farms Road, Westport, Connecticut, on Tuesday, May 18, 1999 at 9:30 a.m.
local time, and at any adjournments thereof (the "Annual Meeting"). This Proxy
Statement and the accompanying proxy card are being mailed beginning on or about
April 19, 1999 to stockholders of the Company on April 5, 1999, the record date
for the Annual Meeting (the "Record Date").
Stockholders of the Company are cordially invited to attend the Annual
Meeting. Whether or not you expect to attend, it is important that you complete
the enclosed proxy card, and sign, date and return it as promptly as possible in
the envelope enclosed for that purpose. You have the right to revoke your proxy
at any time prior to its use by filing a written notice of revocation with the
Secretary of the Company prior to the convening of the Annual Meeting, or by
presenting another proxy card with a later date. If you attend the Annual
Meeting and desire to vote in person, you may request that your previously
submitted proxy card not be used.
The cost of soliciting proxies and the cost of the Annual Meeting will be
borne by the Company. In addition to the solicitation of proxies by mail,
proxies may be solicited by personal interview, telephone and similar means by
directors, officers or employees of the Company, none of whom will be specially
compensated for such activities. The Company also intends to request that
brokers, banks and other nominees solicit proxies from their principals and will
pay such brokers, banks and other nominees certain expenses incurred by them for
such activities.
VOTING RIGHTS
As of April 5, 1999 the outstanding stock of the Company consisted of
60,420,624 shares of the Company's common stock, par value $.01 per share (the
"Common Stock"). Each share of Common Stock is entitled to one vote on each
matter that is voted on at the Annual Meeting.
QUORUM; REQUIRED VOTE; VOTING PROCEDURES
A majority of the outstanding shares of Common Stock must be represented in
person or by proxy at the Annual Meeting in order for a quorum to be present.
Pursuant to applicable Delaware law, shares represented by proxies that reflect
abstentions or "broker non-votes" (i.e., shares held by a broker or nominee
which are represented at the meeting, but with respect to which such broker or
nominee is not empowered to vote on a particular item) will be counted as shares
that are present and entitled to vote for purposes of determining a quorum.
Directors will be elected by a favorable vote of a plurality of the shares of
Common Stock present and entitled to vote, in person or by proxy, at the Annual
Meeting. Abstentions and broker non-votes as to the election of directors will
not affect the election of the candidates receiving the plurality of votes.
Approval of the By-laws Amendment (as defined) requires the affirmative vote of
1
<PAGE>
holders of at least two-thirds of the outstanding Common Stock. For purposes of
the vote on the proposed By-laws Amendment, abstentions and broker non-votes
will have the same effect as votes against the proposal, although they will
count toward the presence of a quorum. Each other item to come before the Annual
Meeting requires the approval of a majority of the shares of Common Stock
present in person or represented by proxy at the Annual Meeting and entitled to
vote on such item. Abstentions as to any such item will have the same effect as
votes against such item; however, broker non-votes will be treated as not
entitled to vote for purposes of determining the vote required for approval of
such item and will not have any effect on the outcome of the matter.
Unless contrary instructions are indicated on the proxy card, all shares of
Common Stock represented by valid proxies will be voted FOR the five items
listed on the proxy card and described below, and will be voted in the
discretion of the proxies in respect of such other business, if any, as may
properly be brought before the Annual Meeting. As of the date hereof, the Board
of Directors knows of no other business that will be presented for consideration
at the Annual Meeting other than those matters referred to herein. If you give
specific voting instructions by marking the boxes on the proxy card, your shares
of Common Stock will be voted in accordance with such instructions.
ELECTION OF DIRECTORS
Pursuant to the By-laws of the Company, the Board of Directors has fixed at
eleven the number of directors constituting the Board of Directors. Directors
are elected annually by the stockholders and hold office until successors are
elected and qualified or until death, resignation or removal.
Each of the nominees set forth below is currently a director of the Company.
Each nominee has agreed to serve as a director, if elected, and the Company
believes that each nominee will be available to serve. If any nominee is
unavailable to serve as a director, the shares may be voted for the election of
a substitute nominee as management of the Company may propose.
Assuming the presence of a quorum, the election of directors requires the
favorable vote of a plurality of the shares of Common Stock present and entitled
to vote, in person or by proxy, at the Annual Meeting. Under applicable Delaware
law, abstentions and broker non-votes as to election of directors will be
counted as present for determining a quorum but will not affect the election of
candidates receiving a plurality of the votes.
If a stockholder wishes to withhold authority to vote for any nominee, such
stockholder can do so by following the directions set forth on the form of proxy
solicited by the Board of Directors or on the ballot distributed at the Annual
Meeting if such stockholder wishes to vote in person.
2
<PAGE>
INFORMATION REGARDING NOMINEES
The names and ages of the nominees, their principal occupations or
employment (including their position with the Company, if applicable) during the
past five years and other data regarding them are set forth below.
<TABLE>
<CAPTION>
NAME AGE POSITION
- -------------------------------------------------------------- --- --------------------------------------------------------------
<S> <C> <C>
Robert B. Haas 51 Chairman and Director
Michael R. Gallagher 53 Chief Executive Officer and Director
Michael F. Goss 39 Executive Vice President, Chief Financial Officer and Director
Richard C. Blum 63 Director
Michael R. Eisenson 43 Director
Timothy O. Fisher 49 Director
C. Ann Merrifield 48 Director
Jeffrey W. Ubben 37 Director
Wyche H. Walton 33 Director
Douglas D. Wheat 48 Director
Kenneth F. Yontz 54 Director
</TABLE>
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 & Partners Incorporated ("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 Reckitt & Colman PLC ("R&C") (a consumer
products company) 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 The Procter and Gamble Company. Presently he serves as a director of
Allergan, Inc. and the Grocery Manufacturers Association.
Michael F. Goss has been Executive Vice President and Chief Financial
Officer of the Company since 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"). Prior to
joining Oak in 1990, Mr. Goss held various positions with The Thompson Company
and Bain Capital, two private investment firms specializing in leveraged
acquisitions.
Richard C. Blum has been a Director of the Company since 1998. Since 1975,
Mr. Blum has been Chairman and President of Richard C. Blum & Associates, Inc.
("RCBA Inc."). Since 1994 he has been President of Richard C. Blum & Associates,
L.P. ("RCBA LP"), an investment firm that specializes in private equity and
strategic public investments. RCBA Inc. is the sole general partner of RCBA LP.
3
<PAGE>
Mr. Blum also serves as a Director of Northwest Airlines, Shaklee Corporation,
URS Corporation, CB Richard Ellis and Glenborough Realty Trust, Inc.
Michael R. Eisenson has been a Director of the Company since 1997. Mr.
Eisenson is President and the Chief Executive Officer of Charlesbank Capital
Partners, LLC ("Charlesbank"), which is the investment advisor for the private
equity and real estate portfolios of the Harvard University endowment fund.
Prior to the formation of Charlesbank in 1998, Mr. Eisenson was President and
Chief Executive Officer of Harvard Private Capital Group, Inc., the predecessor
to Charlesbank, from 1986 to 1998. He was a Manager with The Boston Consulting
Group from 1981 to 1985. He serves on the Board of Directors of CCC Information
Services Group, Inc., Harken Energy Corporation, ImmunoGen, Inc., United Auto
Group, Inc., and The WMF Group, Ltd. as well as those of several private
companies.
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.
C. Ann Merrifield has been a Director of the Company since 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.
Jeffrey W. Ubben has been a Director since 1998. Mr. Ubben has been the
Managing Director of Richard C. Blum & Associates, Inc. ("RCBA Inc.") and
Richard C. Blum & Associates, L.P. since 1995, and a Director of RCBA Inc. since
1998. From 1986 to 1995, Mr. Ubben held various management and research
positions with Fidelity Investments Inc. (an investment fund company), including
manager of the Fidelity Value Fund and Fidelity Utility Fund. Mr. Ubben
currently serves as a Director of Kinetic Concepts, Inc.
Wyche H. Walton has been a Director of the Company since 1998. Mr. Walton
has served as a Senior Vice President of Haas Wheat since 1995 (a private
investment firm specializing in leveraged acquisitions). From 1994 to 1995, he
was Chief Financial Officer of McGarr Capital Management Corp. (a private
investment firm). Mr. Walton also serves as a director of Smarte Carte
Corporation.
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 Specialty Foods Acquisition Corporation,
Specialty Foods Corporation, Smarte Carte Corporation, Walls Holding Company,
Inc., and NBC Acquisition Corp.
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 Viasystems, Inc. (manufacturer of printed
circuit boards).
There are no family relationships among any of the foregoing persons.
THE BOARD OF DIRECTORS RECOMMENDS THAT THE STOCKHOLDERS VOTE FOR THE
ELECTION OF THE NOMINEES TO THE BOARD OF DIRECTORS.
4
<PAGE>
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL
OWNERS AND MANAGEMENT
The following table sets forth certain information regarding the beneficial
ownership of the Company's Common Stock as of April 1, 1999 by (i) each director
and each nominee for director of the Company, (ii) the Named Executive Officers
(as defined in and set forth under "Executive Compensation--Summary Compensation
Table" below), (iii) each person believed by the Company to own beneficially
more than five percent of the outstanding Common Stock, and (iv) all directors
and executive officers as a group.
<TABLE>
<CAPTION>
NUMBER OF SHARES
BENEFICIALLY OWNED
AND NATURE OF
BENEFICIAL
NAME OF BENEFICIAL OWNER OWNERSHIP(1) PERCENT
- --------------------------------------------------------------------------------- ---------------------- -----------
<S> <C> <C>
Robert B. Haas................................................................... 20,000,000(2) 33.1%
Richard C. Blum.................................................................. 11,949,700(3) 19.8%
Michael R. Eisenson.............................................................. 2,915,963(4) 4.8%
Michael R. Gallagher............................................................. 744,000(5) 1.2%
Michael F. Goss.................................................................. 216,334 *
James S. Cook.................................................................... 211,667 *
Max R. Recone.................................................................... 170,001 *
Richard G. Powers................................................................ 53,335 *
Timothy O. Fisher................................................................ 21,663(6) *
Kenneth F. Yontz................................................................. 12,067 *
C. Ann Merrifield................................................................ 1,800 *
Jeffrey W. Ubben................................................................. -- --
Wyche H. Walton.................................................................. -- --
Douglas D. Wheat................................................................. -- --
Partnerships managed by Haas Wheat & Partners.................................... 20,000,000(2) 33.1%
Richard C. Blum & Associates, LP., et al......................................... 11,949,700(3) 19.8%
The Carpenters Pension Trust for Southern California............................. 4,511,700(3) 7.5%
Shapiro Capital Management Company, Inc.......................................... 3,052,705(7) 5.0%
All current directors, director nominees and executive
officers as a group (14 persons)............................................... 33,380,567 55.3%
</TABLE>
- ------------------------
* Indicates less than one percent.
(1) Except as otherwise indicated, all shares of Common Stock are directly
beneficially owned. Includes shares that may be acquired upon the exercise
of stock options granted by the Company that are exercisable within 60 days
of April 1, 1999. The shares beneficially owned include 700,000, 188,334,
121,667, 130,001, 53,335, 12,067 and 1,800 shares subject to currently
exercisable options granted to Messrs. Gallagher, Goss, Cook, Recone,
Powers, and Yontz and Ms. Merrifield, respectively, and 1,207,204 shares
subject to currently exercisable options granted to all current directors
and executive officers as a group.
(2) Includes 8,055,555 shares (approximately 13.3% 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. 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
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<PAGE>
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) On September 8, 1998, the Company received a Schedule 13D filed with the
Securities and Exchange Commission (the "Commission") in respect of
ownership of an aggregate of 11,949,700 shares (approximately 19.8% of the
outstanding shares) of Common Stock by a group comprised of The Carpenters
Pension Trust for Southern California ("Carpenters"), Richard C. Blum &
Associates, L.P. ("RCBA LP"), Richard C. Blum & Associates, Inc. ("RCBA
Inc."), RCBA GP, L.L.C. ("RCBA GP") and Richard C. Blum. These shares are
beneficially owned as follows: (i) 11,758,700 shares (19.5% of outstanding
shares) owned directly by the limited partnerships for which RCBA LP serves
as the sole general partner and RCBA LP's investment advisory client
accounts, including Carpenters which owns 4,511,700 shares (7.5% of
outstanding shares); and (ii) 191,000 shares (less than 1% of outstanding
shares) owned directly by the limited partnership for which RCBA GP serves
as the sole general partner. Voting and investment power concerning the
above shares are held solely by RCBA LP and RCBA GP. As the sole general
partner of RCBA LP, RCBA Inc. is deemed the beneficial owner of the
securities over which RCBA LP has voting and investment power. As Chairman
and a substantial shareholder of RCBA Inc., and a Managing Member of RCBA
GP, Richard C. Blum might be deemed to be the beneficial owner of the
securities beneficially owned by RCBA Inc. RCBA LP, RCBA Inc., RCBA GP and
Richard C. Blum disclaim beneficial ownership of these shares, except to the
extent of any pecuniary interest therein. The address of Richard C. Blum &
Associates, Inc. is 909 Montgomery Street, Suite 400, San Francisco,
California 94113.
(4) Represents shares owned by HWH Surplus Valentine Partners, L.P., of which
Phemus Corporation is the sole Limited Partner. Mr. Eisenson is the Managing
Director and Chief Executive Officer of Charlesbank Capital Partners, LLC
which is the successor to 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. The address of Phemus and Mr. Eisenson is c/o Charlesbank Capital
Partners, LLC, 600 Atlantic Avenue, 26(th) Floor, Boston, Massachusetts
02210.
(5) Includes 9,000 shares held by Mr. Gallagher's children. Mr. Gallagher
disclaims beneficial ownership of these shares.
(6) Includes 16,663 shares held of record by Mr. Fisher's spouse and children.
Mr. Fisher disclaims beneficial ownership of these shares.
(7) Shapiro Capital Management, Inc. is an investment advisor registered under
Section 203 of the Investment Advisors Act of 1940, and is considered to be
the "beneficial owner" of an aggregate of 3,052,705 shares of Common Stock.
Information contained in a Schedule 13G filed with the Securities and
Exchange Commission ("Commission") indicates that such shares were acquired
solely for investment purposes. The Company has not attempted to verify
independently any of the information contained in the Schedule 13G. The
address of Shapiro Capital Management, Inc. is 3060 Peachtree Road, N.W.,
Atlanta, Georgia 30305.
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
Section 16(a) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), requires the Company's executive officers, directors and
persons who own more than ten percent of a registered class of the Company's
equity securities ("Reporting Persons") to file reports of ownership and changes
in ownership on Forms 3, 4 and 5 with the Commission and the New York Stock
Exchange, Inc. (the "NYSE"). These Reporting Persons are required by Commission
regulation to furnish the Company with copies of all Forms 3, 4 and 5 they file
with the Commission and the NYSE.
6
<PAGE>
Based on the Company's review of the copies of the forms it has received and
written representations from certain Reporting Persons, the Company believes
that all of its Reporting Persons complied with all such filing requirements
applicable to them with respect to transactions during fiscal year 1998.
BOARD MEETINGS, COMMITTEES AND ATTENDANCE
The Company's Board of Directors met or acted by unanimous written consent
ten times during fiscal year 1998. Except for Mr. Blum, Mr. Ubben, and Mr.
Walton, who became Directors in June 1998, each Director attended or
participated in at least 75% of the total number of Board of Directors meetings
or actions and meetings or actions of Board of Directors committees on which the
Director served during the time he served on the Board of Directors of such
committee.
The Board of Directors has an Audit Committee, a Compensation and Stock
Option Committee (the "Compensation Committee"), and a Purchaser Nominating
Committee and a Non-Purchaser Nominating Committee.
The Audit Committee was comprised of Messrs. Fisher and Lee and Ms.
Merrifield until September 17, 1998 and was comprised of Ms. Merrifield and
Messrs. Fisher and Yontz thereafter during fiscal year 1998. As directed by the
Board of Directors, the functions of the committee include recommending
independent auditors to be employed by the Company; conferring with the auditors
regarding their audit of the Company; reviewing the fees of such auditors and
other terms of their engagement; considering the adequacy of internal financial
controls and the results of fiscal policies and financial management of the
Company; reviewing with auditors the results of their examination; and
recommending changes in financial policies or procedures as suggested by the
auditors. The Audit Committee met twice during fiscal year 1998.
The Compensation Committee was comprised of Messrs. Fisher, Wheat and Yontz
until September 17, 1998 and was comprised of Messrs. Wheat, Ubben and Yontz
thereafter during fiscal year 1998. The functions of the Compensation Committee
are to review new or modified programs in the areas of executive salary and
incentive compensation (including the Management Incentive Plan), deferred
compensation and stock plans; to review direct and indirect compensation
matters; to review management's compensation actions with respect to executive
officers and other key personnel; and to administer the Playtex 1994 Stock
Option Plan for Directors and Executive and Key Employees as amended (the "1994
Stock Option Plan" or the "Plan"). The Compensation Committee met or acted by
unanimous written consent five times during fiscal year 1998. While serving on
the Compensation Committee, Directors do not receive option awards (except, as
to Mr. Yontz, pursuant to formula grants) under the 1994 Stock Option Plan.
Pursuant to the Company's By-Laws, a Purchaser Nominating Committee
(comprised of Messrs. Haas, Wheat and Walton) and a Non-Purchaser Nominating
Committee (comprised of Messrs. Gallagher, Goss and Ubben) nominate candidates
for election to the Company's Board of Directors in accordance with the
procedures set forth therein. Of the nominees for director set forth above,
Messrs. Haas, Wheat, Yontz, Fisher, Eisenson, and Walton were nominated by the
Purchaser Nominating Committee and Messrs. Gallagher, Goss, Blum, Ubben and Ms.
Merrifield were nominated by the Non-Purchaser Nominating Committee. See
"Certain Transactions" and "Stockholder Nominations and Proposals."
DIRECTORS COMPENSATION
Directors who are officers or former officers of the Company and those
affiliated with any shareholders owning more than 5% of the Common Stock of the
Company do not receive any fees for their services as Directors. Mr. Yontz and
Ms. Merrifield receive an annual retainer of $10,000, fees of $2,500 for each
board meeting attended in person or by telephone and $1,000 for each committee
meeting attended in
7
<PAGE>
person or by telephone, plus reimbursement of reasonable out-of-pocket expenses.
In addition, Mr. Yontz and Ms. Merrifield participate in the 1994 Stock Option
Plan.
CERTAIN TRANSACTIONS
The Company's businesses are unrelated to the businesses of Playtex Apparel,
Inc. ("Apparel"), a wholly owned subsidiary of Sara Lee Corporation ("Sara
Lee"). Sara Lee acquired all of the capital stock of Apparel from Playtex
Apparel Partners, L.P. (the "Apparel Partnership") in November 1991 in exchange
for Sara Lee common stock. The Apparel Partnership holds all of the Company's
15 1/2% Junior Subordinated Notes due December 15, 2003. Playtex Investment
Corp., a wholly-owned subsidiary of the Company, holds a 15% debenture of the
Apparel Partnership due on December 15, 2003. Such amounts are reflected as "Due
to related party" and "Due from related party," respectively, in the
consolidated financial statements of the Company.
The Company has agreed to indemnify the Apparel Partnership and Apparel with
respect to product liability (including any toxic shock syndrome liability)
related to the Company's businesses and certain tax matters related to the
Apparel business prior to December 28, 1988.
On June 6, 1995, following the receipt of stockholder approval at the
Company's 1995 Annual Meeting of Stockholders (the "1995 Annual Meeting"), the
Company consummated the sale of 20 million shares of Common Stock 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 "Haas Wheat
Partnerships"), each a Delaware limited partnership managed by Haas Wheat &
Partners, pursuant to a Stock Purchase Agreement, dated as of March 17, 1995
(the "Stock Purchase Agreement"), between the Company and the Haas Wheat
Partnerships (the "Haas Wheat Transaction"). The Haas Wheat Partnerships' shares
constitute approximately 33% of the Company's outstanding Common Stock as of
April 5, 1999. At the 1995 Annual Meeting, designees of the Haas Wheat
Partnerships were elected by the Company's stockholders as a majority of the
Company's Board of Directors. Pursuant to the Stock Purchase Agreement, the Haas
Wheat Partnerships have agreed that, for up to ten years from March 1995, so
long as such partnerships own at least 25% of the outstanding voting securities
of the Company, unless any of certain events have occurred (including in the
event that nominees of the Purchaser Nominating Committee were to cease to
constitute a majority of the Board of Directors), such partnerships will vote
all of their voting securities of the Company for a Board of Directors that will
consist at all times of a simple majority of nominees selected by the Purchaser
Nominating Committee and the remainder of nominees selected by the Non-Purchaser
Nominating Committee. See "Security Ownership of Certain Beneficial Owners and
Management--Board Meetings, Committees and Attendance". Pursuant to the Stock
Purchase Agreement, (i) no management fees or advisory fees will be paid to the
Haas Wheat Partnerships or any of their affiliates until after June 6, 2000,
other than for services rendered to the Company in connection with specific
transactions and approved in advance by a majority of the Disinterested
Directors (as defined) on the Board of Directors, and (ii) until June 6, 2000,
no director nominated by the Purchaser Nominating Committee or officer of the
Company who is a stockholder, officer, director or employee of Haas Wheat &
Partners will be paid any fees for services rendered, including any salary,
consulting fees, or outside directors' fees.
In connection with the Haas Wheat Transaction described in the preceding
paragraph, the Company granted to the Haas Wheat Partnerships and certain of
their affiliates, including certain directors of the Company, the right, under
specified circumstances, to (i) cause the Company to register under the
Securities Act of 1933 ("Securities Act") certain shares of Common Stock held by
them, and (ii) include in a registration under the Securities Act of shares of
Common Stock to be sold by the Company or others, certain shares of Common Stock
held by them (the "HWH Registration Rights Agreement").
On January 28, 1998, in connection with the closing of the Company's
acquisition (the "PCH Acquisition") of Personal Care Holdings, Inc. ("PCH"), the
Company issued to J.W. Childs Equity
8
<PAGE>
Partners, L.P. (the "Principal PCH Shareholder") and other holders of the
capital stock of PCH (collectively, the "PCH Holders") an aggregate of 9,257,345
shares of Common Stock (of which 7,855,764 were issued to the Principal PCH
Shareholder) and cash in an aggregate amount of approximately $91.0 million. In
connection with the closing of the PCH Acquisition, the Company, the Principal
PCH Shareholder and the other PCH Holders entered into a Stockholders Agreement,
dated as of January 28, 1998 (the "PCH Stockholders Agreement"). In satisfaction
of an obligation of the Company under the PCH Stockholders Agreement, the Board
of Directors of the Company, effective January 28, 1998, increased the size of
the Board and filled the vacancies thus created by electing John W. Childs and
Wyche H. Walton as directors and approved an amendment to the Company's By-laws
to provide that until the earlier of (i) January 28, 2008 and (ii) the date on
which the Principal PCH Shareholder holds fewer than 4,628,688 shares of Common
Stock, one of the nominees selected by the Non-Purchaser Nominating Committee
shall be designated by the Principal PCH Shareholder. The amendment to the
By-laws was approved by the stockholders of the Company at the 1998 Annual
Meeting of Stockholders. See "Security Ownership of Certain Beneficial Owners
and Management--Board Meetings, Committees and Attendance."
In connection with the PCH Acquisition, the Company granted to the PCH
Holders, including the Principal PCH Shareholder, the right, under specified
circumstances, to (i) cause the Company to register under the Securities Act
certain shares of Common Stock held by them, and (ii) include in a registration
under the Securities Act of shares of Common Stock to be sold by the Company or
others, certain shares of Common Stock to be held by them (the "PCH Registration
Rights Agreement").
On June 1, 1998, the Principal PCH Shareholder consummated the sale (the
"Blum & Associates Sale") of 6,000,000 shares of Common Stock at a price of
$13.25 per share to RCBA, pursuant to a Stock Purchase Agreement, dated as of
June 1, 1998 (the "RCBA Stock Purchase Agreement"), by and between the Principal
PCH Shareholder, RCBA and Richard C. Blum & Associates, Inc. As a result of the
Blum & Associates Sale, the Principal PCH Shareholder ceased to have the right
to designate one of the nominees for election as a director to be selected by
the Non-Purchaser Nominating Committee. See "Security Ownership of Certain
Beneficial Owners and Management--Board Meetings, Committees and Attendance."
See "Amendment of the Company's By-laws" for a discussion of the By-law
amendment relating to designation of nominees for election to the Board of
Directors that was approved by the Board of Directors in connection with the
Blum & Associates Sale.
In connection with the Blum & Associates Sale, the Company granted to RCBA
the right, under specified circumstances, to (i) cause the Company to register
under the Securities Act certain shares of Common Stock held by them, and (ii)
include in a registration under the Securities Act of shares of Common Stock to
be sold by the Company or others, certain shares of Common Stock held by them
(the "RCBA Registration Rights Agreement"). In addition, the Company and the
Haas Wheat Partnerships amended the HWH Registration Rights Agreement and the
Company, the PCH Holders and the Principal PCH Shareholder amended the PCH
Registration Rights Agreement to establish the relative priorities of such
holders in respect of public offerings of Common Stock. The PCH Registration
Rights Agreement was also amended to eliminate the demand registration rights
for the PCH Holders and the Principal PCH Shareholder.
In connection with the granting of certain registration rights to a third
party in January 1999, the Company and the Haas Wheat Partnerships entered into
a further amendment of the HWH Registration Rights Agreement and the Company and
RCBA amended the RCBA Registration Rights Agreement, in each case to establish
the relative priorities of such holders in respect of public offerings of Common
Stock.
The Company believes that the terms of all the arrangements with the Apparel
Partnership, Apparel, the Haas Wheat Partnerships, the Principal PCH Shareholder
and RCBA were and are fair to the Company and comparable to those which could be
obtained from unrelated third parties.
9
<PAGE>
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION TABLE
The following table sets forth the cash compensation paid by the Company and
its subsidiaries for services in all capacities during fiscal years 1998, 1997
and 1996 to the Company's Chief Executive Officer and each of the four other
executive officers of the Company who were serving as executive officers of the
Company at the end of fiscal year 1998 (the "Named Executive Officers").
<TABLE>
<CAPTION>
ANNUAL COMPENSATION LONG-TERM COMPENSATION
---------------------------------- -----------------------
<S> <C> <C> <C> <C> <C> <C>
OTHER SECURITIES AWARDS
ANNUAL UNDERLYING ALL OTHER
COMPEN- OPTIONS/ COMPEN-
SALARY BONUS SATION SARS SATION
NAME AND PRINCIPAL POSITION YEAR ($) ($) ($) (#)(1) ($)(2)
- ------------------------------------------------------------ ---- -------- ------------- ------- ---------- ----------
Michael R. Gallagher........................................ 1998 $750,000 $ 1,969,375(3) $-- 350,000 $ 187,046(4)
Chief Executive Officer and Director 1997 699,615 634,600(3) -- -- 256,160(4)
1996 650,000 1,093,000(3) -- 100,000 186,991(4)
Michael F. Goss............................................. 1998 283,461 250,000 -- 100,000 47,896
Executive Vice President, Chief Financial Officer and 1997 226,539 100,000 -- 30,000 47,606
Director 1996 213,000 125,000 -- -- 28,928
Richard G. Powers........................................... 1998 248,461 140,000 -- 80,000 29,504
President, U.S. Personal Products 1997 203,846 47,000 -- 20,000 5,458
Division 1996 80,769 32,500 -- 50,000 --
Max R. Recone............................................... 1998 247,077 120,000 -- 80,000 40,687
President, U.S. Consumer Products 1997 211,231 55,000 -- 20,000 38,275
Division 1996 201,269 90,000 -- -- 39,902
James S. Cook............................................... 1998 226,230 110,000 -- 55,000 37,742
Senior Vice President, Operations 1997 202,077 41,000 -- 15,000 36,646
1996 193,462 88,000 -- -- 39,758
</TABLE>
- ------------------------
(1) Options are exercisable starting 12 months after the grant date, with
one-third of the shares covered thereby becoming exercisable at that time
and an additional one-third of the options becoming exercisable on each
successive anniversary date, with full vesting occurring on the third
anniversary date. Mr. Gallagher's 1995 options, however, became exercisable
in equal installments over a four year period, with full vesting occurring
on the fourth anniversary of the grant date.
(2) Except with respect to Mr. Gallagher in 1997 and 1996, represents employer
contribution to the Playtex Products Profit-Sharing Retirement Plan (the
"Retirement Plan") and Deferred Benefit Equalization Plan (the "Deferred
Plan") and premiums paid by employer for term life insurance.
(3) Represents $1,000,000 paid in 1998 pursuant to Mr. Gallagher's Special
Priced Based Incentive Compensation and $969,375, $334,600, and $793,000
paid pursuant to the Company's Management Incentive Plan for each of the
fiscal years ended 1998, 1997 and 1996. In 1997 and 1996, Mr. Gallagher also
received $300,000 pursuant to the Special Bonus Program established in the
Memorandum of Understanding dated July 10, 1995.
(4) Represents $187,046, $135,184 and $144,062 employer contribution to the
Retirement Plan and the Deferred Plan and premium paid by employer for term
life insurance in, respectively, fiscal 1998, 1997 and 1996, and $120,976,
and $42,929 in connection with Mr. Gallagher's relocation to Connecticut in
1996 for fiscal years 1997 and 1996, respectively.
10
<PAGE>
OPTION EXERCISES AND FISCAL YEAR-END VALUES
The following table provides information related to options exercised by the
Named Executive Officers during fiscal year 1998 and unexercised options and
SARs held by the Named Executive Officers at fiscal year end.
<TABLE>
<CAPTION>
NUMBER OF VALUE OF UNEXERCISED
UNEXERCISED IN-THE-MONEY
OPTIONS/SARS AT OPTIONS/SARS AT
DECEMBER 26, DECEMBER 26,1998
SHARES 1998(#)(2) ($)(2)(3)
ACQUIRED VALUE ----------------- ---------------------
ON REALIZED EXERCISABLE/ EXERCISABLE/
NAME EXERCISE(#)(1) ($)(1) UNEXERCISABLE UNEXERCISABLE
- --------------------------------------------- ------------------- ------------- ----------------- ---------------------
<S> <C> <C> <C> <C>
Michael R. Gallagher......................... -- -- 666,667/583,333 3,766,668/1,480,206
Michael F. Goss.............................. -- -- 175,000/120,000 1,263,750/377,500
Richard G. Powers............................ -- -- 40,001/109,999 287,090/447,285
Max R. Recone................................ -- -- 116,667/93,333 709,169/323,331
James S. Cook................................ -- -- 115,000/65,000 699,374/190,937
</TABLE>
- ------------------------
(1) None of the Named Executive Officers exercised any options during fiscal
year 1998.
(2) No SARs are outstanding.
(3) The closing price for the Company's Common Stock as reported by the New York
Stock Exchange on December 24, 1998 (the last trading day of fiscal year
1998) was $15.4375.
OPTION GRANTS DURING FISCAL YEAR 1998
The following table provides information related to options granted to the
Named Executive Officers during fiscal year 1998. No SARs were granted during
fiscal year 1998.
<TABLE>
<CAPTION>
INDIVIDUAL GRANTS
------------------------------------------------------------------
% OF TOTAL POTENTIAL REALIZABLE
OPTIONS/ VALUE AT ASSUMED
SARS EXERCISE ANNUAL RATES OF STOCK
OPTIONS/ GRANTED TO OR PRICE APPRECIATION FOR
SARS EMPLOYEES BASE OPTION TERM(1)
GRANTED IN FISCAL PRICE EXPIRATION --------------------------
NAME (#)(2) YEAR ($/SH)(3) DATE 5% ($) 10% ($)
- ----------------------------- --------- ------------------- ---------- ---------------------- ------------ ------------
<S> <C> <C> <C> <C> <C> <C>
Michael R. Gallagher......... 350,000 22.3% $ 15.0000 December 17, 2008 $ 3,301,697 $ 8,367,148
Michael F. Goss.............. 40,000 2.6% 10.0625 January 5, 2008 253,130 641,481
30,000 1.9% 14.3750 June 3, 2008 271,211 687,301
30,000 1.9% 15.0000 December 17, 2008 283,003 717,184
Richard G. Powers............ 40,000 2.6% 10.0625 January 5, 2008 253,130 641,481
20,000 1.3% 14.3750 June 3, 2008 180,807 458,201
20,000 1.3% 15.0000 December 17, 2008 188,668 478,123
Max R. Recone................ 40,000 2.6% 10.0625 January 5, 2008 253,130 641,481
20,000 1.3% 14.3750 June 3, 2008 180,807 458,201
20,000 1.3% 15.0000 December 17, 2008 188,668 478,123
James S. Cook................ 20,000 1.3% 10.0625 January 5, 2008 126,565 320,741
15,000 1.0% 14.3750 June 3, 2008 135,605 343,651
20,000 1.3% 15.0000 December 17, 2008 188,668 478,123
</TABLE>
- ------------------------
(1) The potential realizable value portion of the foregoing table illustrates
value that might be realized upon the exercise of the options immediately
prior to the expiration of their term, assuming the specified compounded
rates of appreciation on the Company's Common Stock over the term of the
options. Assumed rates of appreciation are not necessarily indicative of
future stock performance.
11
<PAGE>
(2) Options granted to persons other than non-employee directors in fiscal year
1998 under the 1994 Stock Option Plan are exercisable starting 12 months
after the grant date, with one-third of the shares covered thereby becoming
exercisable at that time and an additional one-third of the options becoming
exercisable on each successive anniversary date, with full vesting occurring
on the third anniversary date.
(3) The exercise price was equal to the fair market value of the Common Stock on
the date of grant. The option exercise price and tax withholding obligations
related to exercise may be paid in cash, by delivery of already owned
shares, by offset of the underlying shares, or in any other form of valid
consideration or a combination of any of the foregoing, as determined by the
Compensation Committee in its discretion.
1994 PLAYTEX STOCK OPTION PLAN
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 stock appreciation rights
("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) 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, as adjusted. As of April 5, 1999 the number of remaining shares
available for issuance under the 1994 Stock Option Plan was 689,741. Options and
SARs may not be granted under the 1994 Stock Option Plan after October 2003.
During the first quarter of 1999, approval was obtained from the Board of
Directors, subject to shareholder ratification, providing for an additional
2,000,000 shares of Common Stock for issuance under the 1994 Stock Option Plan
and 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 is
increased by 1,000,000 shares.
BENEFIT PLANS FOR TERMINATED EMPLOYEES
Each of the Named Executive Officers is party to an agreement 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 Named Executive Officers 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 Named Executive Officer 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
Named Executive Officer 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.
The Company maintains a Severance Payment Policy under which employees
(excluding the Named Executive Officers) who are "terminated" from service
without cause are entitled to receive compensation for a period of two to twelve
months, depending on their years of accrued service.
12
<PAGE>
ARRANGEMENTS WITH FORMER CHIEF EXECUTIVE OFFICER
The Company has retained Joel E. Smilow, its former Chairman and Chief
Executive Officer, as a consultant for a five-year period commencing July 10,
1995 (the "Consulting Period") at an annual fee of $250,000. The consulting
agreement does not require Mr. Smilow to devote any minimum amount of time to
the performance of consulting services. During the Consulting Period, the
Company will provide Mr. Smilow with an office and secretarial assistance. Mr.
Smilow is also entitled to reimbursement of certain expenses incurred in
connection with his consulting services, and is entitled to benefits under the
Company's medical and dental plan for the duration of the Consulting Period,
subject to his payment of any contributory amounts payable for the coverage
selected by him. Under the agreement, Mr. Smilow may not directly or indirectly
carry on any business in competition with the Company for the duration of the
Consulting Period. Furthermore, Mr. Smilow agrees not to disclose, make use of,
or make accessible any confidential information which he obtained from the
Company during the Consulting Period and for a five year period thereafter.
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
None.
REPORT ON EXECUTIVE COMPENSATION
IN ACCORDANCE WITH THE RULES AND REGULATIONS OF THE COMMISSION, THE
FOLLOWING REPORT OF THE COMPENSATION COMMITTEE AND THE PERFORMANCE GRAPH
IMMEDIATELY THEREAFTER SHALL NOT BE DEEMED TO BE "SOLICITING MATERIAL" OR TO BE
"FILED" WITH THE COMMISSION OR SUBJECT TO REGULATIONS 14A OR 14C OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE "EXCHANGE ACT"), OR TO THE
LIABILITIES OF SECTION 18 OF THE EXCHANGE ACT AND SHALL NOT BE DEEMED
INCORPORATED BY REFERENCE INTO ANY FILING UNDER THE SECURITIES ACT OF 1933, AS
AMENDED, OR THE EXCHANGE ACT, NOTWITHSTANDING ANY GENERAL INCORPORATION BY
REFERENCE OF THIS PROXY STATEMENT INTO ANY OTHER FILED DOCUMENT.
The foundation of the Company's compensation policies is the view that the
Company's success is attributable to the efforts of its employees, including its
executive officers. The Company structures executive compensation in a manner
designed to provide competitive levels of compensation and to assist the Company
in attracting and retaining qualified executives. The Company endorses the
position that stock ownership by management is beneficial in aligning
management's and stockholders' interests in the Company. The compensation paid
to the Company's executive officers consists primarily of base salary, cash
bonuses under the Management Incentive Plan, and grants of Options pursuant to
the 1994 Stock Option Plan. In addition, the Company provides all executive
officers with term life insurance and contributions to the Retirement Plan and
the Deferred Plan.
Base salaries of executive officers are reviewed annually. In establishing
base salaries during fiscal year 1998, the Compensation Committee made
subjective determinations that were not subject to specific criteria. The
Compensation Committee considered such variables as the executive officer's
relative responsibilities, expertise, past year's compensation, and past year's
performance. The Compensation Committee also considered the compensation levels
of other comparable consumer products executives.
Amounts payable under the Management Incentive Plan were 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); and (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 the 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,
to be weighted equally with each other component of the corporate performance
factor.
13
<PAGE>
The option incentive component of the total compensation package is intended
to retain and motivate executives to improve long-term stock market performance
and to increase value for all stockholders. The Compensation Committee generally
grants Options under the 1994 Stock Option Plan with an exercise price equal to
the market price at the date of the grant and, as a result, the Options will
have value only if the Company's stock price increases from the time of the
award. Grants are made to executive officers based on salary, responsibility,
and performance of the individual officer. Grants generally become exercisable
over the succeeding three years.
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
agreement of the parties. The Memorandum, which was approved by the Compensation
Committee, provided 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 were (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 1995, 1996 and 1997 in the amounts of $650,000, $300,000
and $300,000, 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 1998,
Mr. Gallagher received $1 million pursuant to the Special Price-Based Incentive
under the Memorandum as the closing price of the Company's Common Stock, as
reported by the New York Stock Exchange, was above $15 per Common Share for 30
consecutive days. In addition, Mr. Gallagher received 350,000 and 100,000
additional stock options during fiscal 1998 and fiscal 1996, respectively. The
grant of stock options to Mr. Gallagher was made pursuant to the 1994 Stock
Option Plan which become exercisable in equal installments over a three year
period.
The Compensation Committee has structured Mr. Gallagher's compensation in
order to link it to his individual performance and to grant substantial
incentives to the Chief Executive Officer tied to the performance of the Company
measured with respect to sales, profitability and cash flow and to the long-term
growth of the Company as measured by increases in the value of its Common Stock.
The Committee also considered the compensation packages available to chief
executives of comparable companies and the Company's need to attract, retain and
incentivize a chief executive officer of Mr. Gallagher's caliber.
The Compensation Committee has considered the potential future effects on
the Company's executive compensation program of Section 162(m) of the Internal
Revenue Code. Section 162(m) limits the deductibility by public companies of
certain executive compensation in excess of certain amounts per executive per
year, but excludes from the calculation of such limit certain elements of
compensation, including performance-based compensation, provided that certain
requirements are met. The 1994 Stock Option Plan has been designed and
administered to qualify awards made thereunder as performance-based compensation
excepted from such limitation on the deductibility of executive compensation.
The Company has also attempted to structure other elements of its executive
compensation program, including the Management Incentive Plan or portions
thereof, to qualify as performance-based compensation for purposes of Section
162(m).
March 4, 1999
The Compensation Committee
Douglas D. Wheat
Jeffrey W. Ubben
Kenneth F. Yontz
14
<PAGE>
PERFORMANCE GRAPH
The following graph compares total stockholder returns for the Company to
the Standard & Poor's Stock 400 Index ("S&P 400") and a weighted composite index
of certain peer companies (the "Peer Index") selected by the Company, on a
fiscal year basis for the period commencing on January 26, 1994 (the date of the
Company's initial public offering) through December 26, 1998 (the "Performance
Period"). The comparison assumes $100.00 was invested on January 26, 1994 in the
Company's Common Stock and in each of the foregoing indices and assumes
reinvestment of dividends, if any. The total return for the Company's Common
Stock was 18.8% during the Performance Period as compared with a total return
during the same period for the Peer Index of 24.7% and for the S&P 400 of
167.6%. The comparisons in the graph below are set forth in response to
Commission disclosure requirements, and therefore are not intended to forecast
or be indicative of future performance of the Company's Common Stock.
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
<TABLE>
<CAPTION>
PLATEX PRODUCTS INC PEER GROUP S&P 400
<S> <C> <C> <C>
1/26/94 100 100 100
12/31/94 54.8 70.5 99.6
12/30/95 57.7 80.9 131.1
12/28/96 58.7 110.8 161.5
12/27/97 75.5 131.4 196.9
12/26/98 118.8 124.7 267.6
</TABLE>
The Peer Index is comprised of the following: Carter-Wallace, Inc.,
Alberto-Culver Company, Church & Dwight Co., Inc., and Paragon Trade Brands Inc.
The returns for each issuer within the Peer Index have been weighted according
to such issuer's respective stock market capitalization at the beginning of the
period presented. The Company selected the issuers that comprise the Peer Index
on the basis that each had comparable lines of business and/or comparable stock
market capitalization to the Company.
AMENDMENT OF THE COMPANY'S BY-LAWS
On June 4, 1998, in connection with the closing of the transactions
contemplated by the Agreement, dated as of June 1, 1998, among the Company, J.W.
Childs Equity Partners, L.P. and Richard C. Blum and Associates ("RCBA"), and in
satisfaction of its obligations under that certain Stockholders Agreement, dated
as of June 1, 1998, by and among the Company and RCBA Playtex, L.P., the Board
of Directors of the Company approved, subject to approval of such amendment by
the affirmative vote of the holders of Common Stock representing at least
sixty-six and two-thirds percent (66 2/3%) of the outstanding Common Stock, a
proposed amendment (the "By-laws Amendment") to Section 15(b)(B) in Article III
of the Company's By-laws.
Pursuant to the By-laws Amendment, the qualifications for directors stated
in the Company's By-laws would be amended to provide that, for a period of time
specified therein, two directors of the Company will be designated by the
Principal Stockholder.
15
<PAGE>
The proposed amendment to Section 15(b)(B) in Article III of the Company's
By-laws reads as follows:
"The existing Section 15(b)(B) in Article III of the By-laws shall be
replaced in its entirety to read as follows:
"(B) From the Effective Date until the earlier of (1) the date upon which
the Principal Stockholder holds, in the aggregate, less than 11% of the
outstanding shares of common stock of the Company or (2) the tenth anniversary
of the Effective Date, two of the Non-Purchaser Directors shall be Designated
Directors, provided, that (1) one Designated Director is either Jeffrey W. Ubben
or N. Colin Lind for so long as he is an employee, officer, director, member or
partner of the Principal Stockholder or any of its Affiliates, and (2) any other
Designated Director shall be approved by a majority of the members of the Board
who are either Purchaser Directors or officers of the Company, which approval
shall not be unreasonably withheld. The "Effective Date" shall have the meaning
given to that term in the Amended and Restated Stockholders Agreement, dated as
of September 3, 1998, among the Company, and RCBA PLAYTEX, L.P. (the "Principal
Stockholder") and RCBA Strategic Partners, L.P. (the "Fund"). The "Designated
Directors" means one Director designated by the Principal Stockholder and one
Director designated by the Fund'."
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE AMENDMENT
TO THE COMPANY'S BY-LAWS.
STOCK OPTION PLAN AMENDMENT
The Board of Directors has approved amendments to the 1994 Stock Option Plan
for Directors and Executive and Key Employees (the "Plan") to increase the
number of shares of Common Stock available for issuance upon exercise of stock
options ("Options") and stock appreciation rights ("SARs") granted thereunder
from 5,047,785 to 7,047,785 and to increase the number of shares available for
issuance upon exercise of Options and SARs granted to any single Executive
Officer from 1,000,000 shares, as adjusted, to 2,000,000 shares, as adjusted,
(the "Stock Option Plan Amendments"). As of April 5, 1999, the Company had
issued Options and SARs with respect to a total of 4,358,044 shares.
The Board of Directors believes that it is in the Company's best interest
that Options and SARs continue to comprise a meaningful part of the compensation
for directors, officers and key employees. In addition, the proposed increase in
the total number of shares of Common Stock available for granting under the Plan
and the proposed increase in shares available for grant to any single Executive
Officer will provide desirable flexibility in the award of stock option
compensation. Adoption of the Stock Option Plan Amendments requires the
affirmative vote of the holders of a majority of outstanding Shares.
DESCRIPTION
The Plan authorizes the grant to directors, executives and other key
employees of the Company of long-term incentive share awards in the form of
Options and SARs. The Plan is administered by the Compensation Committee, which
consists of three non-employee directors of the Company, currently Messrs.
Jeffrey W. Ubben, Douglas D. Wheat, and Kenneth F. Yontz. Currently, there are 8
directors and 175 officers and other key employees eligible to receive awards
under the Plan. Options to be granted under the Plan may be either Incentive
Stock Options within the meaning of Section 422(b) of the Code, or Non-Qualified
Stock Options. A "Non-Qualified Stock Option" is an Option which is not an
Incentive Stock Option and which is designated a Non-Qualified Stock Option by
the Compensation Committee. SARs may only be granted in tandem with Options, and
will be subject to such terms and conditions not inconsistent with the Plan as
the Compensation Committee shall impose. The aggregate number of shares, after
the adoption of the Stock Option Plan Amendments, of Common Stock which may be
issued upon exercise of Options and SARs may not exceed 7,047,785 shares.
Options and SARs may not be granted under the Plan after October 2003.
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For discretionary grants, the recipients, terms, conditions, number and type
of Options (whether Incentive Stock Options or Non-Qualified Stock Options)
and/or SARs to be granted under the Plan shall be determined by the Compensation
Committee; PROVIDED, HOWEVER, that, for such Options, the exercise price per
Share shall not be less than 100% of the fair market value (as defined in the
Plan) of the Common Stock on the date such Option is granted; and PROVIDED,
FURTHER, that in the case of an Incentive Stock Option, the price per Share
shall not be less than 110% of the fair market value of the Common Stock on the
date such Option is granted in the case of an individual owning (within the
meaning of Section 424(d) of the Code) more than 10% of the total combined
voting power of all classes of stock of the Company (a "10% Owner"), any
subsidiary of the Company or parent of the Company. In addition, certain
non-employee directors have been granted Non-Qualified Stock Options under the
Plan pursuant to a fixed formula setting forth the number of Options, exercise
price, vesting schedule and period of exercisability.
Except as the Compensation Committee may otherwise provide with respect to
Options granted to non-officer employees, Options under discretionary grants may
not be exercised during the first year after such Options are granted. Subject
to this and certain other conditions, such Options will be exercisable at such
times and in such installments (which may be cumulative) as the Compensation
Committee provides in the terms of each such Option; PROVIDED, HOWEVER, that by
resolution adopted after the Option is granted the Compensation Committee may,
on such terms and conditions as it may determine appropriate (and subject to
certain conditions), accelerate the time at which such Option or portion thereof
may be exercised. To the extent the aggregate fair market value of shares
(determined at the time of grant) with respect to which Incentive Stock Options
are exercisable for the first time by an optionee during any calendar year
exceeds $100,000, such Options shall be taxed as Non-Qualified Stock Options.
The consideration for the granting of an Option is the optionee's continued
rendering of services to the Company or a subsidiary after the Option is
granted. The Compensation Committee may, in its discretion and on such terms as
it deems appropriate, require as a condition to the grant of such Options that
the optionee surrender for cancellation some or all of the unexercised Options
which have been previously granted to the optionee.
Shares purchased upon exercise of an Option shall be paid in full at the
time of exercise in cash or, if the Compensation Committee so permits, in whole
or in part in shares valued at their fair market value on the date of exercise,
or by a promissory note on such terms and conditions as the Compensation
Committee may impose. Unless otherwise approved in writing by the Compensation
Committee, no shares acquired upon the exercise of any Option by any director or
officer may be sold, assigned or otherwise transferred until at least six months
have elapsed from (but excluding) the date that such Option was granted, and the
Compensation Committee may impose other restrictions on the transferability of
such shares as it deems appropriate. Not withstanding the foregoing, any
Optionee may, at any time after April 1, 1998, transfer any Non-Qualified Option
or portion thereof to a permitted Transfee (as defined in the Plan) subject to
the following: (i) the Optionee does not receive any consideration for the
transfer; (ii) the Committee shall receive written notice of the transfer and
copies of all documents evidencing the transfer; and (iii) any Non-Qualified
Option or portion thereof transferred by the Optionee to a Permitted Transferee
may be exercised by the Permitted Transferee to the same extent as the Optionee
would have been entitled to do so. Options will expire after the first to occur
of: (i) the expiration of ten years from the date the Option was granted; (ii)
with respect to Incentive Stock Options granted to an optionee who was a 10%
Owner when the Incentive Stock Options were granted, five years from the date
the Incentive Stock Option was granted; (iii) except in the case of an employee
who is disabled (as defined in Section 22(e)(3) of the Code), expiration of
three months from the date of the optionee's Termination of Employment (as
defined in the Plan), unless such optionee dies in such three-month period; (iv)
in the case of an optionee who is disabled (as defined in Section 22(e)(3) of
the Code), expiration of one year from the date of the optionee's Termination of
Employment, unless the optionee dies in such one-year period; or (v) the
expiration of one year from the date of the optionee's death.
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<PAGE>
SARs entitle the optionee to surrender the Option in exchange for an amount,
payable in shares or, in the discretion of the Compensation Committee, in cash,
determined by multiplying (i) the lesser of (a) the difference obtained by
subtracting the Option exercise price per share subject to the related Option
from the fair market value of a share on the date of exercise of the SAR and (b)
two times the Option exercise price per Share subject to the related Option, by
(ii) the number of shares subject to the related Option with respect to which
the SAR is exercised. SARs may be exercised for cash only during prescribed
periods or pursuant to an irrevocable written election made at least six months
prior to the date of exercise.
The Compensation Committee may make equitable adjustments in the terms of
Options under discretionary grants and maximum number of shares available under
the Plan, and may also provide by the terms of any such Option that such Option
cannot be exercised, upon the occurrence of certain corporate events, including
reorganizations, mergers, acquisitions, liquidation or dissolution. The Plan may
be amended by the Compensation Committee at any time, provided that stockholder
approval is required to approve amendments which (i) increase any limits on the
maximum number of shares which may be issued upon the exercise of Options; (ii)
materially modify the Plan's eligibility requirements; (iii) reduce the minimum
option price requirements of the Plan; or (iv) extend the time period during
which Options or SARs may be granted. No amendment of the Plan shall adversely
affect any prior rights or obligations under Options or SARs, without the
consent of the optionee.
FEDERAL INCOME TAX CONSEQUENCES
Options granted under the Plan may be either Non-Qualified Stock Options or,
if granted to employees of the Company or any of its subsidiaries, Incentive
Stock Options, as determined from time to time by the Compensation Committee. As
to Non-Qualified Stock Options, there will be no federal income tax consequences
to either the optionee or the Company on the grant of the Option. Upon the
exercise of a Non-Qualified Stock Option, the optionee will generally recognize
taxable ordinary income in an amount equal to the difference between the Option
price paid and the then fair market value of the shares received. The Company
will generally be entitled to a tax deduction in an amount equal to the
optionee's taxable ordinary income. In the case of an optionee subject to
Section 16(b) of the Exchange Act, the optionee will recognize ordinary income
after exercise only upon the expiration of six months following the date of
grant, unless the optionee elects pursuant to Section 83(b) of the Code to use
the exercise date for purposes of such calculation. The Company is required to
withhold taxes on the ordinary income recognized by an optionee upon exercise of
a Non-Qualified Stock Option. Upon disposition of the shares by the optionee,
the optionee will generally recognize gain or loss, as the case may be, equal to
the difference between the amount realized on such disposition and his basis for
the shares, which will include the amount previously recognized by him or her as
ordinary income.
If an Option granted under the Plan is designated as an Incentive Stock
Option and thereafter continues to qualify as such, the optionee will generally
recognize no income upon grant or exercise of the Incentive Stock Option and the
Company will not be allowed a deduction for Federal income tax purposes (which
it would otherwise receive in the case of an exercise of a Non-Qualified Stock
Option). Upon a subsequent sale or other disposition of Shares received upon
exercise of an Incentive Stock Option, if such sale or other disposition occurs
at least two years after the date of grant and one year after the transfer of
Shares pursuant to the exercise of the Incentive Stock Option, any gain or loss
will be taxed to the optionee at capital gain rates. If either of such
requirements is not satisfied, gain realized upon such sale or other disposition
will generally be subject to ordinary income tax. The Company, in turn, will
generally then be entitled to a deduction for Federal income tax purposes in the
amount of such ordinary income recognized by the optionee. Whenever Incentive
Stock Options are exercised, the difference between the exercise price and the
fair market value of the shares constitutes an adjustment in computing
alternative minimum taxable income. As a result, Section 55 of the Code may
impose an "alternative minimum tax" upon the optionee exercising Incentive Stock
Options.
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Finally, Section 162(m) of the Code denies a Federal income tax deduction
for certain compensation in excess of $1,000,000 per year paid to the Chief
Executive Officer and the four other most highly paid executive officers of a
publicly traded corporation. Certain types of performance-based compensation,
including compensation based on attaining pre-established performance goals, are
excluded from this deduction limit. It is intended that compensation paid
pursuant to the Plan will be deductible by the Company notwithstanding the
limitations of Section 162(m) of the Code by reason of the exception for
performance-based compensation.
ACCOUNTING TREATMENT
Generally, the Company's reported earnings will not be affected by the grant
of Options or SARs or the exercise of Options or SARs, since Options or SARs
cannot be issued for less than 100% of the fair market value of the Common Stock
on the date of grant, according to the Plan. Such grants, however, may impact
the calculation of diluted earnings per share.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR THE STOCK
OPTION PLAN AMENDMENT.
RATIFICATION OF SELECTION OF AUDITORS
The auditing firm of KPMG LLP has examined the financial statements of the
Company since 1986. The Board of Directors wishes to utilize its services for
the Company and its subsidiaries for the fiscal year ending December 25, 1999. A
resolution will be presented to the meeting to ratify the appointment of that
firm by the Board of Directors as independent accountants to examine the
financial statements of the Company and its subsidiaries for the fiscal year
ending December 25, 1999, and to perform other appropriate accounting services.
Representatives of that firm will be present at the meeting, will have the
opportunity to make a statement if they desire to do so, and will be available
to respond to appropriate questions by stockholders.
If the stockholders do not ratify the selection of KPMG LLP by the
affirmative vote of a majority of the number of votes entitled to be cast by the
Common Stock represented at the Annual Meeting, the selection of independent
accountants will be reconsidered by the Board of Directors. Under applicable
Delaware law, in determining whether this item has received the requisite number
of affirmative votes, abstentions will have the same effect as votes against
this item; however, broker non-votes will be treated as not entitled to vote for
purposes of determining approval of this item and will not have any effect on
the outcome of the matter.
THE BOARD OF DIRECTORS RECOMMENDS THAT STOCKHOLDERS VOTE FOR RATIFICATION OF
THE APPOINTMENT OF KPMG LLP.
OTHER MATTERS
The Board of Directors and management of the Company know of no other
matters to be brought before the Annual Meeting. If other matters should arise
at the Annual Meeting, shares of Common Stock represented by proxies will be
voted at the discretion of the proxy holder.
STOCKHOLDER NOMINATIONS AND PROPOSALS
Any stockholder who intends to present a proposal (other than with respect
to the election of directors) at the 2000 Annual Meeting of stockholders and who
wishes such proposal to be included in the Proxy Statement for that meeting must
submit such proposal in writing to the Secretary of the Company, at the address
of the Company set forth on the first page of this Proxy Statement, and such
proposal must be received on or before December 23, 1999, or, if the 2000 annual
meeting is changed by more than thirty
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(30) calendar days from May 18, such proposal must be received a reasonable time
before the solicitation is made.
In addition, the form of proxy issued with the Company's 2000 proxy
statement will confer discretionary authority to vote for or against any
proposal made by a shareholder at the 2000 annual meeting and which is not
included in the Company's proxy statement. However, under the rules of the
Commission, such discretionary authority may not be exercised if the shareholder
proponent has given the Secretary of the Company notice of such proposal prior
to February 24, 2000 and certain other conditions provided for in the
Commission's rules have been satisfied.
In addition, any stockholder who intends to nominate any person for election
as a director at the 2000 annual meeting must make such nominations by written
notice given by or on behalf of a stockholder of record (the "Notice of
Nomination"). The Notice of Nomination must be delivered personally to, or
mailed to, and received at the principal executive office of the corporation,
addressed to the attention of the Secretary, no later than ten (10) days after
the first date of public disclosure by the Company of the date of the annual
meeting or special meeting of stockholders; provided, however, that such Notice
of Nomination shall not be required to be given more than sixty (60) days prior
to an annual or special meeting of stockholders. Public disclosure shall be
deemed to be first made when disclosure of such date of the annual meeting or
special meeting of stockholders is first made in a press release reported by the
Dow Jones News Services, Associated Press or comparable national news service,
or in a document publicly filed by the corporation with the Commission pursuant
to Sections 13, 14 or 15(d) of the Exchange Act or any successor thereto. Such
Notice of Nomination shall set forth (i) the name and address of the person
proposing to make nominations, (ii) the class and number of shares of capital
stock held of record, held beneficially and represented by proxy held by such
person as of the record date for the meeting and as of the date of such Notice
of Nomination, (iii) all information regarding each stockholder nominee that
would be required to be set forth in a definitive proxy statement filed with the
Commission pursuant to Section 14 of the Exchange Act, or any successor thereto,
and the written consent of each such stockholder nominee to serve if elected,
and (iv) all other information that would be required to be filed with the
Commission if the person proposing such nominations were a participant in a
solicitation subject to Section 14 of the Exchange Act or any successor thereto.
The chairman of the meeting shall, if the facts warrant, determine and declare
to the meeting that any proposed nomination of a stockholder nominee was not
made in accordance with the foregoing procedures and, if he should so determine,
he shall so declare to the meeting and the defective nomination shall be
disregarded.
By Order of the Board of Directors
/s/ Paul E. Yestrumskas
Paul E. Yestrumskas
VICE PRESIDENT, GENERAL COUNSEL AND
SECRETARY
April 16, 1999
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<PAGE>
PLAYTEX PRODUCTS, INC.
300 NYALA FARMS ROAD, WESTPORT, CT 06880
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned stockholder of Playtex Products, Inc. hereby constitutes and
appoints Michael R. Gallagher, and Michael F. Goss, and each of them, the
true and lawful attorneys, agents and proxies of the undersigned, each with
full power of subsitution, to vote at the meeting, (or if only one shall be
present and acting at the meeting then that one) all of the shares of stock
of the Corporation that the undersigned would be entitled, if personally
present, to vote at the annual meeting of stockholders of the Corporation to
be held on May 18, 1999 and at any adjournments thereof.
FOLD AND DETACH HERE
<PAGE>
This proxy when properly executed will be voted in the manner directed herein by
the undersigned stockholder. If no direction is made, this proxy will be voted
"FOR" Items 1, 2, 3 and 4.
/X/ PLEASE MARK YOUR VOTES AS INDICATED IN THIS EXAMPLE
1. Election of directors to serve until the election and qualification of his or
her successor.
INSTRUCTION: To withhold authority to vote for any individual nominee strike a
line through the nominee's name in the list below.
<TABLE>
<CAPTION>
NOMINEE
------------------------------------------------
<S> <C> <C> <C> <C>
FOR all nominees WITHHOLD AUTHORITY R. Haas M. Gallagher M. Goss
listed to the right to vote for all R. Blum M. Eisenson T. Fisher
(Except as marked to nominees listed to C. Merrifield J. Ubben W. Walton
the contrary) / / the right / / D. Wheat K. Yontz
</TABLE>
2. The ratification of the Amendment to the Company's By-laws requiring that two
Non-Purchaser Directors be designated by RCBA PLAYTEX, L.P.
FOR / / AGAINST / / ABSTAIN / /
3. The ratification of the amendment to the Playtex 1994 Stock Option Plan for
Directors and Executive and Key Employees.
FOR / / AGAINST / / ABSTAIN / /
4. The ratification of the appointment of KPMG LLP as independent auditors for
the corporation for fiscal year 1999.
FOR / / AGAINST / / ABSTAIN / /
5. In their discretion, the Proxies are authorized to vote upon such other
business as may properly come before the meeting.
RECEIPT IS ACKNOWLEDGED OF THE NOTICE AND PROXY STATEMENT
FOR THE FOREGOING MEETING AND OF THE ANNUAL REPORT ON FORM
10-K FOR THE FISCAL YEAR ENDED DECEMBER 26, 1998.
PLEASE SIGN EXACTLY AS NAME APPEARS BELOW. WHEN SHARES ARE
HELD BY JOINT TENANTS, BOTH SHOULD SIGN. WHEN SIGNING AS
ATTORNEY, EXECUTOR, ADMINISTRATOR, TRUSTEE OR GUARDIAN,
PLEASE GIVE FULL TITLE AS SUCH. IF A CORPORATION, PLEASE
SIGN IN FULL CORPORATE NAME BY PRESIDENT OR OTHER
AUTHORIZED OFFICER. IF A PARTNERSHIP, PLEASE SIGN IN
PARTNERSHIP NAME BY AUTHORIZED PERSON.
----------------------------------
SIGNATURE
----------------------------------
SIGNATURE IF HELD JOINTLY
DATED ______________________, 1999
PLEASE MARK, SIGN, DATE AND RETURN
THE PROXY CARD PROMPTLY USING
THE ENCLOSED ENVELOPE.
