<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------
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) July 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)
<PAGE>
Items 1-4. Not Applicable.
Item 5. Other Events.
The Company issued a press release on July 23, 1996.
Information Concerning Forward-Looking Statements.
-------------------------------------------------
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;
-2-
<PAGE>
- 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
July 23, 1996.
Item 8. Not Applicable.
-3-
<PAGE>
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
-------------------------------------------
Name: Susan J. Riley
Title: Senior Vice President --
Chief Financial Officer
Date: July 23, 1996
-4-
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
99.1 Press Release of the Company
dated July 23, 1996
-5-
<PAGE>
[LOGO TAMBRANDS] News Release
- --------------------------------------------------------------------------------
Tambrands Inc. - 777 Westchester Avenue - White Plains, NY 10604
Investor Contact: Media Contact:
- ----------------- --------------
Kathy Brooks Makrakis Janey M. Loyd
(914) 696-6509 (914) 696-6330
FOR IMMEDIATE RELEASE (Tuesday, July 23, 1996)
- -----------------------------------------------
TAMBRANDS SECOND-QUARTER RESULTS IN LINE WITH EXPECTATIONS
----------------------------------------------------------
White Plains, New York--July 23, 1996--Tambrands Inc. (NYSE:TMB) reported today
that second-quarter sales and earnings were in line with the Company's
expectations as announced last month.
For the quarter ended June 30, 1996, net sales were $161,307,000, compared with
sales of $176,338,000 in the second quarter of 1995. Net earnings were
$13,015,000, or $0.35 per share, compared to $13,037,000, or $0.36 per share, in
the same period of 1995 after a litigation charge. Without the charge, second-
quarter 1995 earnings were $21,723,000, or $0.59 per share. As announced in
June, the lower sales and earnings were due primarily to lower U.S. unit sales
resulting from unprecedented competitive activity, particularly in the form of
retail price promotions by competitors.
Edward T. Fogarty, Tambrands President and Chief Executive Officer, commented,
"Despite the current pricing pressure, we're committed to our long-term strategy
to grow the worldwide tampon market and the Tampax brand through innovative new
products and increased marketing support. We're encouraged that our new Tampax
Naturals product has achieved a very solid market share during the second
quarter, despite the extensive competitive price promotions at retail. We're
now extending the line to include a 100% cotton Naturals Non-Applicator product,
which marks Tambrands' first entry into the non-applicator tampon segment in the
U.S."
For the first six months of 1996, net sales were $330,296,000 versus
$343,285,000 in the comparable period of 1995. Net earnings for the first six
months were $36,645,000, or $1.00 per share, compared to earnings including the
litigation charge of $35,859,000, or $0.98 per share, in the first half of 1995.
Excluding the charge, net earnings for the first half of 1995 were $44,545,000,
or $1.21 per share.
more
<PAGE>
[LOGO TAMBRANDS]
- --------------------------------------------------------------------------------
The Company also announced that the Board of Directors today declared a regular
quarterly dividend of $0.46 per share, payable on September 16, 1996 to
shareholders of record on September 2, 1996.
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 six months
ended June 30, 1996 is attached.
# # #
<PAGE>
TAMBRANDS INC.
CONSOLIDATED INCOME STATEMENTS
3 Months and 6 Months Ended June 30
(In thousands, 3 Months Ended 6 Months Ended
except per share June 30 June 30
figures) ------------------- Percent ------------------- Percent
1996 1995 Change 1996 1995 Change
-------- -------- ------ -------- -------- ------
NET SALES $161,307 $176,338 (9) $330,296 343,285 (4)
COST OF
PRODUCTS SOLD 54,068 58,428 (7) 109,909 113,732 (3)
-------- -------- -------- --------
GROSS PROFIT 107,239 117,910 (9) 220,387 229,553 (4)
SELLING, ADMIN. AND
GENERAL:
MARKETING, SELLING
AND DISTRIBUTION 72,178 66,604 8 132,631 125,288 6
ADMIN. AND GENERAL 12,336 13,907 (11) 25,818 27,622 (7)
-------- -------- -------- --------
84,514 80,511 5 158,449 152,910 4
-------- -------- -------- --------
OPERATING INCOME 22,725 37,399 (39) 61,938 76,643 (19)
INTEREST,
NET AND OTHER (2,294) (2,594) (12) (4,411) (5,028) (12)
LITIGATION
CHARGE - (11,396) - - (11,396) -
-------- -------- -------- --------
EARNINGS BEFORE
PROVISION FOR INCOME
TAXES 20,431 23,409 (13) 57,527 60,219 (4)
PROVISION FOR
INCOME TAXES 7,416 10,372 (28) 20,882 24,360 (14)
-------- -------- -------- --------
NET EARNINGS $ 13,015 $ 13,037 - $ 36,645 $ 35,859 2
======== ======== ======== ========
NET EARNINGS
PER COMMON SHARE $ 0.35 $ 0.36 (3) $ 1.00 $ 0.98 2
======== ======== ======== ========
AVG. SHARES
OUTSTANDING 36,835 36,656 36,803 36,667
