<PAGE>
Registration No. 33 -
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
________________
TAMBRANDS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 13-366500
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(Address of Principal Executive Offices
including Zip Code)
TAMBRANDS INC.
1995 DIRECTORS STOCK AND DEFERRED COMPENSATION PLAN
(Full title of the Plan)
JONATHAN W. EMERY, ESQ.
TAMBRANDS INC.
777 WESTCHESTER AVENUE
WHITE PLAINS, NEW YORK 10604
(914) 696-6000
(Name, address and telephone number of agent for service)
================================================================================
<PAGE>
CALCULATION OF REGISTRATION FEE
================================================================================
<TABLE>
<CAPTION>
Proposed
Proposed maximum
Title of maximum aggregate Amount of
securities to Amount to be offering offering registration
be registered registered price per unit price fee
- --------------- ------------ -------------- --------- ------------
<S> <C> <C> <C> <C>
Common Stock, 300,000(1) (2) $14,325,000(2) $4,939.66
par value
$.25 per share
================================================================================
</TABLE>
(1) Consists of shares of Common Stock to be issued pursuant to the Tambrands
Inc. 1995 Directors Stock and Deferred Compensation Plan (the "Plan").
Such undeterminable number of additional shares as may be issuable pursuant
to the operation of the recapitalization provisions of the Plan are hereby
also registered.
(2) Computed pursuant to Rule 457(h) solely for the purpose of determining the
registration fee, based upon an assumed price of $47.75 per share, the
average of the high and low sale prices of the Registrant's Common Stock as
reported on the New York Stock Exchange on November 9, 1995.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
Incorporated by reference in this Registration Statement are the following
documents heretofore filed by Tambrands Inc. (the "Company") with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Exchange
Act of 1934, as amended (the "Exchange Act"):
(a) The Company's latest annual report filed pursuant to Section
13(a) or 15(d) of the Exchange Act;
(b) All other reports filed by the Company pursuant to Section 13(a)
or 15(d) of the Exchange Act since the end of the fiscal year
covered by the annual report referred to in (a) above; and
(c) The description of the Company's Common Stock, par value $.25 per
share (the "Common Stock"), contained in a registration statement
filed under the Exchange Act, and any amendment or report filed for
the purpose of updating such description.
All documents subsequently filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the Exchange Act, prior to the filing of a post-effective
amendment that indicates that all securities offered hereby have been sold or
that deregisters all such securities then remaining unsold, shall be deemed to
be incorporated by reference in this Registration Statement and to be part
hereof from the dates of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
None.
Item 6. Indemnification of Directors and Officers
<PAGE>
The Certificate of Incorporation of the undersigned registrant (the
"Certificate") was amended by its shareholders at the 1987 Annual Meeting of
Shareholders held on April 28, 1987 to provide directors with the maximum
protection afforded by Delaware law.
The Certificate is consistent with Section 102(b)(7) of the General
Corporation Law of the State of Delaware (the "Delaware Code"), the state in
which the undersigned registrant is organized. Section 102(b)(7) is designed,
among other things, to encourage qualified individuals to serve as directors of
Delaware corporations by permitting Delaware corporations to include in their
certificates of incorporation a provision limiting directors' liability for
monetary damages for breach of their fiduciary duty.
The Certificate provides that a director of the undersigned registrant
shall not be personally liable to the registrant or its shareholders for
monetary damages for breach of his or her fiduciary duty as a director, except
for a director's liability (a) for any breach of the director's duty of loyalty
to the registrant or its shareholders, (b) for acts or omissions not in good
faith or which involve intentional misconduct or knowing violation of law, (c)
for paying a dividend or approving a stock repurchase in violation of Section
174 of the Delaware Code or (d) for any transaction from which the director
derived an improper personal benefit.
Although the Certificate provides directors with protection from awards of
monetary damages for breaches of the duty of care, it has no effect on the
availability of equitable remedies such as an injunction or rescission.
Furthermore, liabilities which may arise out of acts or omissions occurring
prior to the adoption of the amendments to the Certificate on April 28, 1987 are
not covered, so that directors remain potentially liable for monetary damages in
connection with any such acts or omissions. In addition, the Certificate only
applies to claims against a director arising out of his or her role as a
director, and would not apply, if he or she is also an officer, to his or her
role as an officer or in any capacity other than that of a director or to his or
her responsibilities under any other laws, such as the United States federal
securities laws. The text of the relevant section of the Certificate is
incorporated as an exhibit to this Registration Statement.
2
<PAGE>
In addition to the protection provided by the relevant section of the
Certificate, Article IV of the By-laws of the undersigned registrant, also
approved by its shareholders at the 1987 Annual Meeting of Shareholders held on
April 28, 1987, provides for indemnification of directors, officers and certain
other persons by the registrant consistent with the Delaware Code. Under the
Delaware Code, directors and officers as well as other employees and individuals
may be indemnified against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement in connection with specified actions, suits
or proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation -- a "derivative action")
if they acted in good faith and in a manner reasonably believed to be in or not
opposed to the best interests of the corporation, and with respect to a criminal
action or proceeding, had no reasonable cause to believe their conduct to have
been unlawful. A similar standard of care is applicable in the case of
derivative actions, except that indemnification only extends to expenses
(including attorneys' fees) incurred in connection with the defense or
settlement of such an action. Moreover, the Delaware Code requires court
approval before there can be any indemnification where the person seeking
indemnification has been found liable to the corporation. The Delaware Code
provides that the rights to indemnification and advancement of expenses provided
by or granted pursuant to the Delaware Code are not exclusive of any other
rights to indemnification that may be afforded by any by-law, agreement, vote of
shareholders or disinterested directors or otherwise.
The By-laws provide for indemnification of directors and officers of the
undersigned registrant to the maximum extent permitted under the Delaware Code
as described above. Indemnification of a director and officer shall be made
unless a determination is made that the applicable standard of conduct that is a
prerequisite for such indemnification has not been met. The By-laws require the
registrant to make advance payment of defense expenses to a director or officer
upon receipt of an undertaking by or on behalf of such director or officer to
repay the amounts advanced if it is ultimately determined that he or she is not
entitled to indemnification by the registrant. Furthermore, the By-laws
authorize the registrant to enter into indemnification agreements with each of
its directors and officers which are consistent with Delaware law. The
3
<PAGE>
text of the relevant sections of the By-laws is incorporated as an exhibit to
this Registration Statement.
In addition, officers and directors of the undersigned registrant are
insured against certain liabilities incurred in their capacities as such and the
registrant is insured against certain payments which it is obligated to make to
such persons under the foregoing indemnification provisions.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
An Exhibit Index, containing a list of all exhibits filed with this
registration statement, is included on page 9.
Item 9. 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 of 1933, as amended (the "Securities Act"), unless the
information is contained in periodic reports filed by the Registrant pursuant to
Section 13 or Section 15(d) of the Exchange Act that are incorporated by
reference in the registration statement;
(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,
unless the information is contained in periodic reports filed by the registrant
pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the registration statement;
4
<PAGE>
(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.
(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.
(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) Subsequent Exchange Act Documents. 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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the Exchange
Act) that is incorporated by reference in the registration statement 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.
(c) Indemnification. 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 foregoing provisions, 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
5
<PAGE>
appropriate jurisdiction the question of 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.
6
<PAGE>
SIGNATURES
----------
The Registrant. Pursuant to the requirements of the Securities Act of
--------------
1933, the Registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of White Plains, State of New York on the 10th day
of November, 1995.
TAMBRANDS INC.
By: /s/Edward T. Fogarty
---------------------
Edward T. Fogarty
President and Chief
Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
Signatures Title Date
- ----------------------------- ------------------- -----------------
/s/Edward T. Fogarty President and November 10, 1995
- ----------------------------- Chief
Edward T. Fogarty Executive Officer
/s/Raymond F. Wright Senior Vice November 10, 1995
- ----------------------------- President - Chief
Raymond F. Wright Financial Officer
/s/Susan J. Riley Vice President - November 10, 1995
- ----------------------------- Finance
Susan J. Riley
November 10, 1995
/s/ Howard B. Wentz, Jr. Chairman and
- ----------------------------- Director
Howard B. Wentz, Jr.
* Director November 10, 1995
- -----------------------------
Lilyan H. Affinito
7
<PAGE>
*
- ----------------------------- Director November 10, 1995
Paul S. Doherty
* Director November 10, 1995
- -----------------------------
Robert P. Kiley
* Director November 10, 1995
- -----------------------------
John Loudon
* Director November 10, 1995
- -----------------------------
Ruth M. Manton
*
- ----------------------------- Director November 10, 1995
John A. Meyers
* Director November 10, 1995
- -----------------------------
H. L. Tower
*
- ----------------------------- Director November 10, 1995
Robert M. Williams
*By /s/ Edward T. Fogarty
------------------------------------
(Edward T. Fogarty, as attorney-in-fact
pursuant to the powers of attorney
contained in this Registration Statement.)
8
<PAGE>
Index to Exhibits
-----------------
Exhibit No. Description of Exhibit
- ---------- ----------------------
4(i) Description of the rights of security holders set forth in the
Certificate of Incorporation of the Company, as amended. Incorporated
by reference to Exhibit 4(a) to the Company's Form S-8 Registration
Statement (Reg. No. 33-13902) filed on April 30, 1987.
4(ii) Description of the rights of security holders set forth in the
Certificate of Amendment of Certificate of Incorporation of the
Company, dated April 28, 1992. Incorporated by reference to Exhibit
4(2) to the Company's Form 10-Q for the quarter ended March 31, 1992,
filed on May 15, 1992.
4(iii) By-laws of the Company, as amended. Incorporated by reference to
Exhibit 3(4) to the Company's Form 10-K for the year ended December 31,
1994, filed on March 31, 1995.
4(iv) Rights Agreement, dated as of October 24, 1989, between the Company
and First Chicago Trust Company of New York, which includes the Form of
Right Certificate as Exhibit A and the Summary of Rights to Purchase
Common Shares as Exhibit B. Incorporated by reference to Exhibit 1 to
the Company's Form 8-A Registration Statement filed on October 27,
1989.
4(v)(A) Indenture dated as of December 1, 1993 between the Company and
Citibank, N.A., as trustee, relating to the Company's Medium-Term Note
Program. Incorporated by reference to Exhibit 4(4)(a) to the Company's
Form 10-K Report for the year ended December 31, 1993, filed on March
31, 1994.
4(v)(B) Form of Floating Rate Debt Security. Incorporated by reference to
Exhibit 4-a
9
<PAGE>
to the Company's Report on Form 8-K, filed December 16, 1993.
4(v)(C) Form of Fixed Rate Debt Security. Incorporated by reference to
Exhibit 4-b to the Company's Report on Form 8-K, filed December 16,
1993.
5 Opinion of Jonathan W. Emery, Esq., Corporate Counsel to Tambrands Inc.
23(i) Consent of KPMG Peat Marwick LLP.
23(ii) Consent of Jonathan W. Emery, Esq., Corporate Counsel to Tambrands
Inc. (included in Exhibit 5 to this Registration Statement).
24 Powers of Attorney.
99(i) 1995 Directors Stock and Deferred Compensation Plan, effective as of
July 1, 1995. Incorporated by reference to Exhibit A to the Company's
Proxy Statement, dated March 10, 1995, for the annual meeting of
shareholders held on April 25, 1995.
10
<PAGE>
EXHIBIT 5
[LETTERHEAD]
[TAMBRANDS]
November 10, 1995
Tambrands Inc.
777 Westchester Avenue
White Plains, New York 10604
Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan
---------------------------------------
Gentlemen:
As Corporate Counsel of Tambrands Inc., a Delaware corporation (the
"Company"), I have participated in the preparation of the Registration Statement
on Form S-8 (the "Registration Statement") to be filed under the Securities Act
of 1933 (the "Act") relating to the offer and sale of up to 300,000 shares of
the Company's common stock, par value $.25 (the "Common Stock"), under the
Tambrands Inc. 1995 Directors Stock and Deferred Compensation Plan (the "Plan").
I am familiar with the written documents which comprise the Plan, and in
rendering the opinion expressed below, I have examined and am relying on
originals, or copies certified or otherwise identified to my satisfaction, of
such other records, instruments, certificates, opinions and representations of
public officials, officers and representatives of the Company and such other
persons, and I have made such investigations of law, as I deemed appropriate as
a basis for such opinion. In rendering such opinion, I have also assumed that
the exercise price of options to be granted pursuant to the Plan will not be
less than the par value of the Common Stock subject thereto.
Based upon and subject to the foregoing, I am of the opinion that any
previously unissued shares of Common Stock that may be issued by the Company
under the Registration Statement and pursuant to the Plan will be, upon issuance
in accordance with the terms of the Plan, duly authorized, validly issued, fully
paid and non-assessable.
In rendering the opinion set forth above, I express no opinion as to any
laws other than the corporation law of the State of Delaware.
<PAGE>
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. By giving such consent, I do not thereby admit that I
am an expert with respect to any part of the Registration Statement, including
this exhibit, within the meaning of the term "expert" as used in the Act or the
rules and regulations issued thereunder.
Very truly yours,
/s/ Jonathan W. Emery
Jonathan W. Emery
Corporate Counsel
2
<PAGE>
Independent Auditors' Consent
-----------------------------
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of Tambrands Inc. of our reports dated January 24, 1995, relating to
the consolidated balance sheets of Tambrands Inc. and Subsidiaries as of
December 31, 1994 and 1993, and the related consolidated statements of earnings,
retained earnings and cash flows for each of the years in the three-year period
ended December 31, 1994, and the related schedule, which reports appear in the
December 31, 1994 annual report on Form 10-K of Tambrands Inc., and to the
reference to our firm under the heading "Experts" in the Prospectus. Our reports
refer to a change in accounting for postemployment benefits in 1993 and for
postretirement benefits in 1992.
KPMG Peat Marwick LLP
Stamford, Connecticut
November 14, 1995
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, her true and lawful attorney-in-fact and agent, in her name, place and
stead to execute on her behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as she
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that her
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date
indicated below.
/s/Lilyan H. Affinito
---------------------
Lilyan H. Affinito
Dated: November 8, 1995
1
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, in his name, place and
stead to execute on his behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/Paul S. Doherty
------------------
Paul S. Doherty
Dated: November 6, 1995
2
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, in his name, place and
stead to execute on his behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/Robert P. Kiley
------------------
Robert P. Kiley
Dated: November 6, 1995
3
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, in his name, place and
stead to execute on his behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/John Loudon
------------------
John Loudon
Dated: November 9, 1995
4
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, her true and lawful attorney-in-fact and agent, in her name, place and
stead to execute on her behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as she
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that her
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand on the date
indicated below.
/s/Ruth M. Manton
-----------------
Ruth M. Manton
Dated: November 10, 1995
5
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, in his name, place and
stead to execute on his behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/John A. Meyers
-----------------
John A. Meyers
Dated: November 7, 1995
6
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, in his name, place and
stead to execute on his behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/H.L. Tower
-------------
H.L. Tower
Dated: November 6, 1995
7
<PAGE>
POWER OF ATTORNEY
-----------------
The undersigned does hereby make, constitute and appoint Howard B. Wentz,
Jr. and Edward T. Fogarty, and each of them, with full power to act without the
other, his true and lawful attorney-in-fact and agent, in his name, place and
stead to execute on his behalf, as director of Tambrands Inc. ("Tambrands"), the
Registration Statement of Tambrands on Form S-8 (the "Registration Statement")
for the registration of shares of Tambrands Common Stock, par value $0.25
("Common Stock"), in connection with the Tambrands Inc. 1995 Directors Stock and
Deferred Compensation Plan and any and all amendments (including post-effective
amendments) to the Registration Statement, and file the same with all exhibits
thereto and other documents in connection therewith, with the Securities and
Exchange Commission (the "SEC") pursuant to the Securities Act of 1933 (the
"Act"), and any and all other instruments which either of said attorneys-in-fact
and agents deems necessary or advisable to enable Tambrands to comply with the
Act, the rules, regulations and requirements of the SEC in respect thereof, and
the securities or Blue Sky laws of any State or other governmental subdivision,
giving and granting to each of said attorneys-in-fact and agents full power and
authority to do and perform each and every act and thing whatsoever necessary or
appropriate to be done in and about the premises as fully to all intents as he
might or could do if personally present at the doing thereof, with full power of
substitution and resubstitution, hereby ratifying and confirming all that his
said attorneys-in-fact and agents or substitutes may or shall lawfully do or
cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand on the date
indicated below.
/s/Robert M. Williams
---------------------
Robert M. Williams
Dated: November 9, 1995
8
