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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
---------------------
Date of Report (Date of earliest
event reported) October 23, 1996
Tambrands Inc.
(Exact name of registrant as specified in its charter)
Delaware 1-8714 (13-1366500)
(State of (Commission File Number) (IRS Employer
incorporation) Identification No.)
777 Westchester Avenue, White Plains, New York 10604
(Address of principal executive offices) (Zip Code)
(914) 696-6000
(Registrant's telephone number,
including area code)
N/A
(Former name or former address, if changed since last report)
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Items 1-4. Not Applicable.
Item 5. Other Events.
The Company issued a press release on October 23, 1996.
Information Concerning Forward-Looking Statements.
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Statements contained in the above-mentioned press release other than
matters of historical fact are forward-looking statements, and are made based on
management's expectations and beliefs concerning future developments and their
potential effect on the Company. There can be no assurance that future
developments will be in accordance with management's expectations or that the
effect of future developments on the Company will be those anticipated by
management. Among the factors that could cause actual results to differ
materially from such forward-looking statements are the following:
- the market reception given the Company's new
products, including TAMPAX NATURALS;
- competitive pressures, including new product developments or
increased advertising or promotional activity by existing or
new competitors or growth in the private label tampon
segment;
- changes in the market for raw or packaging materials, which
could impact the Company's manufacturing costs;
- changes in the pricing of the products of the Company or its
competitors;
- changes in consumer preferences affecting the usage of
tampons;
- the loss of a significant customer;
- the costs and uncertainties associated with implementation of
actions resulting from the Company's ongoing evaluation of
its business strategies and organizational structures;
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- production delays or inefficiencies;
- the costs and other effects of legal and administrative cases
and proceedings, settlements and investigations;
- real or perceived safety or quality issues with respect to
the Company's products, whether arising from tampering or
otherwise; and
- changes in U.S. or international economic or political
conditions, such as inflation or fluctuations in interest or
foreign exchange rates.
While the Company periodically reassesses material trends and
uncertainties affecting the Company's results of operations and financial
condition in connection with its preparation of management's discussion and
analysis of results of operations and financial condition contained in its
quarterly and annual reports, the Company does not intend to review or revise
any particular forward-looking statement in light of future events.
Item 6. Not Applicable.
Item 7. Exhibits.
99.1 Press Release of the Company dated October 23,
1996.
Item 8. Not Applicable.
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
Tambrands Inc.
By /s/SUSAN J. RILEY
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Name: Susan J. Riley
Title: Senior Vice President --
Chief Financial Officer
Date: October 23, 1996
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
99.1 Press Release of the Company
dated October 23, 1996
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[LOGO]
T A M B R A N D S
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Investor Contact: Media Contact:
- ----------------- --------------
Kathy Brooks Makrakis Janey M. Loyd
(914) 696-6509 (914) 696-6330
FOR IMMEDIATE RELEASE (WEDNESDAY, OCTOBER 23, 1996) Exhibit 99.1
- ---------------------------------------------------
TAMBRANDS REPORTS THIRD-QUARTER RESULTS
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White Plains, NY, October 23, 1996 -- Tambrands Inc. (NYSE: TMB) today
announced net sales for the quarter ended September 30, 1996 of $175.1 million
versus $178.1 million in the third quarter of 1995. Tambrands reported a net
loss for the 1996 third quarter of $14.7 million, or $0.40 per share, after a
previously-announced $46.2 million pre-tax restructuring charge. In the 1995
third quarter, net income was $26.7 million, or $0.73 per share. Excluding the
restructuring charge, third-quarter 1996 net income would have been $22.2
million, or $0.60 per share.
"We are continuing to move aggressively to support our global growth
strategy for Tampax tampons," said Edward T. Fogarty, Chairman and Chief
Executive Officer. "During the third quarter, we simplified our organizational
and manufacturing structure in order to make us a more nimble, efficient global
competitor. And while worldwide volume continues to trend below last year and
our operating results are not yet as good as they should be, we are encouraged
that earnings, unit volume and U.S. market share increased versus the second
quarter."
For the first nine months of 1996, net sales were $505.4 million versus
$521.4 million in the comparable 1995 period. Net income in the 1996 nine-month
period was $21.9 million, or $0.59 per share, after the restructuring charge.
Net income in the 1995 nine-month period was $62.6 million, or $1.71 per share.
Excluding the restructuring charge, net income in the 1996 nine months would
have been $58.9 million, or $1.60 per share.
The Company also announced that the Board of Directors declared a regular
quarterly dividend of $0.46 per share, payable on December 16, 1996 to
shareholders of record on December 2, 1996.
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Tambrands has manufactured Tampax(R) tampons for 60 years, and today is the
worldwide market leader. Tampax tampons are sold in over 150 countries and are
used with confidence by millions of women.
A summary of consolidated operating results for the three months and nine
months ended September 30, 1996 is attached.
# # #
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<TABLE>
<CAPTION>
TAMBRANDS INC.
CONSOLIDATED INCOME STATEMENTS
3 Months and 9 Months Ended September 30
(In thousands, 3 Months Ended 9 Months Ended
except per share September 30 Percent September 30 Percent
-------------------- -------------------
figures) 1996 1995 Change 1996 1995 Change
-------- ------- ------ -------- -------- -------
<S> <C> <C> <C> <C> <C> <C>
NET SALES $175,124 $178,116 (2) $505,420 521,401 (3)
COST OF
PRODUCTS SOLD 60,662 61,288 (1) 170,571 175,020 (3)
-------- -------- -------- --------
GROSS PROFIT 114,462 116,828 (2) 334,849 346,381 (3)
SELLING, ADMIN. AND
GENERAL:
MARKETING, SELLING
AND DISTRIBUTION 64,392 57,892 11 197,023 183,180 8
ADMIN. AND GENERAL 13,301 13,701 (3) 39,119 41,323 (5)
RESTRUCTURING
CHARGE 46,221 - 100 46,221 - 100
-------- -------- -------- -------
123,914 71,593 73 282,363 224,503 26
-------- -------- -------- --------
OPERATING INCOME(LOSS) (9,452) 45,235 - 52,486 121,878 (57)
INTEREST,
NET AND OTHER (2,159) (2,301) (6) (6,570) (7,329) (10)
LITIGATION CHARGE - - - - (11,396) (100)
-------- -------- -------- ---------
INCOME (LOSS) BEFORE
PROVISION FOR INCOME
TAXES (11,611) 42,934 - 45,916 103,153 (56)
PROVISION FOR
INCOME TAXES 3,137 16,228 (81) 24,019 40,588 (41)
-------- -------- -------- --------
NET INCOME (LOSS) $(14,748) $ 26,706 - $ 21,897 $ 62,565 (65)
========= ======== ======== ========
NET INCOME (LOSS)
PER COMMON SHARE $ (0.40) $ 0.73 - $ 0.59 $ 1.71 (66)
========= ======== ======== ========
AVG. SHARES
OUTSTANDING 36,861 36,640 36,821 36,661
</TABLE>
