UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Playtex Products, Inc.
(Name of Issuer)
Common Stock
(Title or Class of Securities)
72813P 10 0
(CUSIP Number)
Check the following box to designate the rule pursuant to which this Schedule
is filed:
___ Rule 13d-1(b)
___ Rule 13d-1(c)
___ Rule 13d-1(d)
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act
of 1934 ("Act") or otherwise subject to the liabilities of that section of the
Act but shall be subject to all other provisions of the Act (however, see the
Notes).
Check the following box if a fee is being paid with this
statement [ ].
CUSIP No. 72813P 10 0
<PAGE>
(1) Names of Reporting Persons
S. S. or I. R. S. Identification Nos. of Above Persons
Thomas H. Lee
(2) Check the Appropriate Box if a Member of a Group
(See Instructions)
(a)
(b) X
(3) SEC Use Only
(4) Citizenship or Place of Organization United States
Number of (5) Sole Voting Power -0-
Shares Bene-
ficially (6) Shared Voting Power -0-
Owned by
Each Reporting (7) Sole Dispositive Power -0-
Person
With (8) Shared Dispositive Power -0-
(9) Aggregate Amount Beneficially Owned by Each Reporting Person
-0-
(10) Check if the Aggregate Amount in Row (9) Excludes
Certain Shares (See Instructions) X
(11) Percent of Class Represented by Amount in Row (9) -0-
(12) Type of Reporting Person (See Instructions) IN
<PAGE>
Item 1(a) Name of Issuer:
Playtex Products, Inc.
Item 1(b) Address of Issuer's Principal Executive Offices:
300 Nyala Farms Road,
Westport, Connecticut 06880
Item 2(a) Name of Person Filing:
Thomas H. Lee.
Item 2(b) Address of Principal Business Office or, if none, Residence:
Thomas H. Lee: 75 State Street, Boston, MA 02109
Fund: World Financial Center, South Tower,
New York, NY 10080
Fund II: World Financial Center, South Tower,
New York, NY 10080
Retirement Fund: World Financial Center, South Tower,
New York, NY 10080
Item 2(c) Citizenship:
Thomas H. Lee: United States
Fund: Delaware
Fund II: Delaware
Retirement Fund: Delaware
Item 2(d) Title of Class of Securities:
Common Stock
Item 2(e) CUSIP Number:
72813P 10 0
<PAGE>
Item 3 If Statement filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is a:
(a) [ ] Broker or Dealer
(b) [ ] Bank
(c) [ ] Insurance Company
(d) [ ] Investment Company
(e) [ ] Investment Adviser
(f) [ ] Employee Benefit Plan, Pension Fund or Endowment Fund
(g) [ ] Parent Holding Company
(h) [ ] Group
NOT APPLICABLE
Item 4 Ownership:
(a) Amount Beneficially Owned:
As of December 31, 1998, Mr.Lee beneficially owned no shares of the
Issuer's Common Stock.
<PAGE>
(b) Percent of Class:
-0-
(c) Description of Beneficial Ownership:
Not Applicable
Item 5 Ownership of Five Percent or Less of a Class:
Not Applicable.
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not Applicable.
Item 8 Identification and Classification of Members of the Group:
Not Applicable
Item 9 Notice of Dissolution of Group:
Not Applicable.
Item 10 Certification:
Not Applicable.
<PAGE>
Signature
After reasonably inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
/s/Thomas H. Lee
Thomas H. Lee
Dated: February 9, 1999
