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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
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Date of Report (Date of earliest
event reported) April 18, 1997
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 April 18, 1997.
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;
- competitive pressures, including new product developments or
increased advertising or promotional activity by existing or new
competitors or continued 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;
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- the costs and uncertainties associated with implementation of
actions resulting from the Company's ongoing evaluation of its
business strategies and organizational structures;
- the costs to the Company associated with the proposed acquisition of
the Company by The Procter & Gamble Company and other possible
negative effects on the Company if such proposed acquisition were
not to be consummated;
- 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
April 18, 1997.
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: April 18, 1997
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EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
- ----------- ----------- -------------
99.1 Press Release of the Company
dated April 18, 1997
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EXHIBIT 99.1
[LETTERHEAD OF TAMBRANDS]
NEWS RELEASE
Investor Contact: Media Contact:
- ----------------- --------------
Kathy Brooks Makrakis Janey M. Loyd
(914) 696-6509 (914) 696-6330
FOR IMMEDIATE RELEASE (Friday, April 18, 1997)
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TAMBRANDS REPORTS INCREASE IN FIRST-QUARTER NET INCOME
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White Plains, New York--April 18, 1997--Tambrands Inc. (NYSE:TMB) today
announced that net income for the first quarter of 1997 exceeded the year-ago
period on comparable worldwide sales.
For the quarter ended March 31, 1997, net sales were $168.2 million versus
$169.0 million in the first quarter of 1996. Net income for the first quarter
grew to $24.3 million, 3% above the $23.6 million earned in the year-ago period.
Net income per share was $0.66, also up 3% from $0.64 per share in the first
quarter of 1996.
The cost of products sold increased over the first quarter of 1996, primarily
due to transitional operating costs associated with the previously announced
restructuring. Marketing, selling and distribution costs were down versus the
year-ago period, due to the timing of the Company's new advertising campaign,
which began in March. Administrative costs were favorable for the quarter due
to continuing efforts to lower overhead expenses.
"Tambrands is off to a good start in 1997, with volume comparable to a
particularly strong first quarter last year and solid market shares on our new
product entries in several countries," commented Edward T. Fogarty, Tambrands'
Chairman, President and Chief Executive Officer. He added, "As previously
announced, we have entered into an agreement with Procter & Gamble under which
P&G will acquire Tambrands, subject to shareholder and regulatory approval.
While it was a difficult decision to give up our independence after 61 years,
the transaction with P&G will maximize shareholder value and the global growth
potential of this great Tampax brand."
Tambrands has manufactured Tampax(R) tampons for 61 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 ended March 31,
1997 is attached.
# # #
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TAMBRANDS INC.
CONSOLIDATED INCOME STATEMENTS
3 Months Ended March 31
3 Months Ended
March 31
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(In thousands, except Percent
per share figures) 1997 1996 Change
--------- --------- -------
NET SALES $168,157 $168,989 -
COST OF PRODUCTS SOLD 59,419 55,841 6
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GROSS PROFIT 108,738 113,148 (4)
SELLING, ADMINISTRATION
AND GENERAL:
MARKETING, SELLING
AND DISTRIBUTION 55,796 60,453 (8)
ADMIN. AND GENERAL 12,999 13,482 (4)
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68,795 73,935 (7)
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OPERATING INCOME 39,943 39,213 2
INTEREST, NET AND OTHER (1,752) (2,117) (17)
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INCOME BEFORE PROVISION
FOR INCOME TAXES 38,191 37,096 3
PROVISION FOR INCOME TAXES 13,940 13,466 4
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NET INCOME $ 24,251 $ 23,630 3
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NET INCOME PER COMMON SHARE $ 0.66 $ 0.64 3
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AVERAGE SHARES OUTSTANDING 36,944 36,775
