-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, I8Yw8aMHN8B/FDQeq5oFHKpq7yGqmnMc25uJPX6xNHgzTDHEMv3TV+oSjyOZvrld HOspf7y85bktLwFKCO8P6A== 0000908737-98-000405.txt : 19980416 0000908737-98-000405.hdr.sgml : 19980416 ACCESSION NUMBER: 0000908737-98-000405 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19980415 SROS: NYSE GROUP MEMBERS: J.W. CHILDS ADVISORS, L.P. GROUP MEMBERS: J.W. CHILDS ASSOCIATES, INC. GROUP MEMBERS: J.W. CHILDS ASSOCIATES, L.P. GROUP MEMBERS: JW CHILDS EQUITY PARTNERS L P SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAYTEX PRODUCTS INC CENTRAL INDEX KEY: 0000842699 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 510312772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45603 FILM NUMBER: 98594444 BUSINESS ADDRESS: STREET 1: 300 NYALA FARMS RD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033414000 MAIL ADDRESS: STREET 1: 300 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: PLAYTEX FP GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: JW CHILDS EQUITY PARTNERS L P CENTRAL INDEX KEY: 0000949014 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: ONE FEDERAL STREET CITY: BOSOTN STATE: MA ZIP: 02110 BUSINESS PHONE: 6177531100 MAIL ADDRESS: STREET 1: ONE FEDERAL STREET STREET 2: 21ST FLOOR CITY: BOSTON STATE: MA ZIP: 02110 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1)* Playtex Products, Inc. (Name of Issuer) Common Stock, Par Value $.01 per share (Title of Class of Securities) 72813P 10 0 (CUSIP Number) John W. Childs J.W. Childs Equity Partners, L.P. One Federal Street Boston, Massachusetts 02110 (617)753-1100 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 9, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box o. Note: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. * 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 disclosures provided in a prior cover page. The information required on 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). SCHEDULE 13D CUSIP No. 72813P 10 0 Page 2 of 10 Pages - --------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.W. Childs Equity Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 7,855,764 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,855,764 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,855,764 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.05% 14 TYPE OF REPORTING PERSON* PN - ---------- --------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 72813P 10 0 Page 3 of 10 Pages - --------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.W. Childs Advisors, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 7,855,764 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,855,764 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,855,764 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.05% 14 TYPE OF REPORTING PERSON* PN - ---------- --------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 72813P 10 0 Page 4 of 10 Pages - --------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.W. Childs Associates, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 7,855,764 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,855,764 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,855,764 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.05% 14 TYPE OF REPORTING PERSON* PN - ---------- --------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 72813P 10 0 Page 5 of 10 Pages - --------------------- ------------------ 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON J.W. Childs Associates, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) |_| (b) |X| 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |_| 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF SHARES 7,855,764 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY EACH 0 REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 7,855,764 10 SHARED DISPOSITIVE POWER 0 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,855,764 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_| 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.05% 14 TYPE OF REPORTING PERSON* CO - ---------- --------------- *SEE INSTRUCTIONS BEFORE FILLING OUT! SCHEDULE 13D CUSIP No. 72813P 10 0 Page 6 of 10 Pages - --------------------- ------------------ Item 1. Security and issuer. The class of equity securities to which this statement relates is Common Stock, $.01 par value per share ("Shares"), of Playtex Products, Inc., a Delaware corporation ("Playtex"), with principal executive offices at 300 Nyala Farms Road, Westport, Connecticut 06880. Item 2. Identify and background. This amendment is being filed to update the statement filed jointly by J.W. Childs Equity Partners, L.P. ("Childs"), a Delaware limited partnership, J.W. Childs Advisors L.P. ("JWC Advisors"), a Delaware limited partnership which is the general partner of Childs, J.W. Childs Associates, L.P. ("Associates L.P."), a Delaware limited partnership which is the general partner of JWC Advisors and J.W. Childs Associates, Inc. ("Associates Inc."), a Delaware corporation which is the general partner of Associates L.P. Childs, JWC Advisors, Associates L.P. and Associates Inc. are the "Reporting Persons". The agreement among the Reporting Persons relating to joint filing of this amendment was filed as Exhibit 1 to the original statement. Item 3. Source and amount of funds or other consideration. This amendment is not being filed to report an acquisition or disposition of Shares, but instead to report the Letter Agreement described below, concerning a proposed secondary offering of Shares by Childs and certain other stockholders party to the Registration Rights Agreement described in the original filing of this statement (the "Childs Holders"). Item 4. Purpose of transaction. Childs, on its own behalf and on behalf of the other Childs Holders, as, and to the extent, provided in the Registration Rights Agreement, has entered into a letter agreement with Playtex dated April 9, 1998 (the "Letter Agreement"). Pursuant to the Letter Agreement, Childs and the other Childs Holders may offer up to approximately 9 million Shares in an underwritten public offering registered under the Securities Act of 1933, as amended. Except as set forth in this Item 4, the Reporting Persons do not have any plans or proposals which would related to or result in: (a) The acquisition by any person of additional securities of Playtex, or the disposition of securities of Playtex; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving Playtex or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of Playtex or any of its subsidiaries; SCHEDULE 13D CUSIP No. 72813P 10 0 Page 7 of 10 Pages - --------------------- ------------------ (d) Any change in the present board of directors or management of Playtex including any plans or proposals to change the number or terms of directors or to fill any existing vacancies on the board; (e) Any material change in the present capitalization or dividend policy of Playtex; (f) Any other material change in Playtex's business or corporate structure; (g) Changes in Playtex's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of Playtex by any person; (h) Causing a class of securities of Playtex to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of Playtex becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Item 5. Contracts, arrangements, understandings or relationships with respect to securities of the issuer. Childs, on its own behalf and on behalf of the other Childs Holders, as, and to the extent, provided in the Registration Rights Agreement, has entered into the Letter Agreement with Playtex. The Letter Agreement contemplates the underwritten public offering (the "Public Offering") of up to approximately 9 million Shares to be sold at a gross price of at least $13.50 per Share. The Letter Agreement also contemplates that Playtex would grant the underwriters of the Public Offering a standard 15% over-allotment option. Except as set forth in this statement, as amended, to the best knowledge of the Reporting Persons, there are no other contracts, arrangements, understandings or relationships (legal or otherwise) among the persons named in Item 2 and between such persons and any person with respect to any securities of Playtex, including but not limited to, transfer or voting of any of the securities of the Issuer, joint ventures, loan or option arrangements, puts or calls, guarantees or profits, division of profits or loss, or the giving or withholding of proxies, or a pledge or contingency the occurrence of which would give another person voting power over the securities of the Issuer. SCHEDULE 13D CUSIP No. 72813P 10 0 Page 8 of 10 Pages - --------------------- ------------------ Item 6. Material to be filed as exhibits. The following documents are filed as an exhibit to this statement: 1. Joint Filing Agreement* 2. Stockholders Agreement* 3. Registration Rights Agreement* 4. Form of PCH Subscription Agreement* 5. Letter Agreement - --------- * Previously filed. SCHEDULE 13D CUSIP No. 72813P 10 0 Page 9 of 10 Pages - --------------------- ------------------ SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and current. April 15, 1998 J.W. CHILDS EQUITY PARTNERS, L.P. By: J.W. CHILDS ADVISORS, L.P., its general partner By: J.W. CHILDS ASSOCIATES, L.P., its general partner By: J.W. CHILDS ASSOCIATES, INC., its general partner By: /s/ John W. Childs Name: John W. Childs Title: President J.W. CHILDS ADVISORS, L.P., By: J.W. CHILDS ASSOCIATES, L.P., its general partner By: J.W. CHILDS ASSOCIATES, INC., its general partner By: /s/ John W. Childs Name: John W. Childs Title: President J.W. CHILDS ASSOCIATES, L.P., By: J.W. CHILDS ASSOCIATES, INC., its general partner By: /s/ John W. Childs Name: John W. Childs Title: President J.W. CHILDS ASSOCIATES, INC. By: /s/ John W. Childs Name: John W. Childs Title: President SCHEDULE 13D CUSIP No. 72813P 10 0 Page 10 of 10 Pages - --------------------- ------------------- EXHIBIT INDEX Exhibit 1. Joint Filing Agreement* 2. Stockholders Agreement* 3. Registration Rights Agreement* 4. Form of PCH Subscription Agreement* 5. Letter Agreement - --------- * Previously filed. EX-99.5 2 LETTER AGREEMENT EXHIBIT 5 Playtex Products, Inc. 300 Nyala Farms Road Westport, Connecticut 06880 April 9, 1998 Mr. John W. Childs c/o J.W. Childs Equity Partners, L.P. One Federal Street Boston, MA 02110 Proposed Secondary Offering of Common Stock Dear John: I am writing on behalf of Playtex Products, Inc. (the "Company") to confirm our recent discussions concerning a proposed registered secondary offering of common stock of the Company ("Common Stock") to be made on behalf of J.W. Childs Equity Partners, L.P. (the "Fund"). I understand that the Fund, acting for itself and, as, and to the extent, provided in the Registration Rights Agreement (the "Registration Rights Agreement") dated as of January 28, 1998 among the Company, the Fund and the other stockholders listed therein, also on behalf of each other "Childs Holder" in its capacity as the "Childs Representative" (each as defined in the Registration Rights Agreement), would like to sell some or all of the shares of Common Stock that the Childs Holders received in January 1998 in connection with the acquisition of Personal Care Holdings, Inc. by the Company (the "PCH Acquisition Stock") in a public offering in the United States that would be registered under the Securities Act of 1933, as amended (the "Act"), through underwriters led by Merrill Lynch, Pierce Fenner & Smith Incorporated (the "Public Offering"), and to do so as soon as may be practicable. The Company is willing to undertake the steps necessary to effect such an offering on the terms and conditions set forth in this letter. Promptly after your acceptance of this letter, the Company will commence the preparation of a registration statement covering the Public Offering and will use its reasonable efforts to file the registration statement with the Securities and Exchange Commission on or before May 15, 1998. Provided the registration statement becomes effective, and the underwriters are willing to offer shares of Common Stock proposed to be sold by the Childs Holders to the public at a gross price (before underwriting discounts and commissions) at least equal to $13.50 per share, the Fund and, subject to the Registration Rights Agreement, each other Childs Holder will sell as many shares of Common Stock in the Public Offering as Merrill Lynch or another managing 2 underwriter of the Public Offering advises can be sold, up to and including 100% of the shares of the PCH Acquisition Stock held by the Childs Holders. You confirm that you have received and reviewed the attached summary term sheet dated today describing the proposed terms and conditions of the Public Offering and you agree to proceed with the Public Offering on the basis set forth therein. The filing of the registration statement by the Company will be treated as a filing pursuant to a request by the Childs Holders under the Registration Rights Agreement. In all respects that may be relevant to the preparation and filing of the registration statement and the conduct of the Public Offering, the transactions contemplated by this letter shall be treated as governed by the provisions of the Registration Rights Agreement applicable to registrations on the request of holders, except as otherwise specifically provided in this letter. Your and our obligations under this letter agreement are, and your and our obligations under the agreements governing the Public Offering will be, conditioned upon the terms of the transactions contemplated by this letter agreement being in compliance with securities laws, including, without limitation, the Act and the Investment Company Act of 1940, as amended. You understand that, concurrently with the Public Offering, the Company also may be registering for sale under the Act, or facilitating the sale pursuant to Regulation S under the Act, of additional shares of Common Stock to be offered by other shareholders (the "Other Shareholders") of the Company outside the United States (the "International Offering"). In light of the Company's agreements in this letter, the Childs Holders will not exercise any right that they may have to sell shares of Common Stock in or otherwise participate in such International Offering. Further, you acknowledge that it is a condition of the Company's obligations under this letter agreement and it will be a condition of the Company's obligations under the agreements governing the Public Offering that the Other Shareholders have been able to sell all the shares that they offer to sell in the International Offering. Your and our obligations under this letter will terminate if the registration statement has not been declared effective by July 15, 1998 or the Public Offering has not been consummated by the fifth business day thereafter. If you are in agreement with the foregoing, please indicate as much by signing in the space provided below and returning a signed copy of this letter to me. This letter agreement may be signed in counterparts, each of which when executed shall be deemed to be an original and all of which taken together shall constitute one agreement. Sincerely, 3 PLAYTEX PRODUCTS, INC. By: /s Robert B. Haas Robert B. Haas Chairman of the Board Accepted and Agreed: J.W. CHILDS EQUITY PARTNERS, L.P., on behalf of the undersigned and each other Childs Holder (as defined above), as, and to the extent, provided in the Registration Rights Agreement (as defined above) By: J.W. Childs Advisors, L.P., its General Partner By: J.W. Childs Associates, L.P., its General Partner By: J.W. Childs Associates, Inc. By /s/ John W. Childs Name: Title: The Domestic Offering Proposed Secondary Offering of Common Stock - -------------------------------------------------------------------------------- Type of Offering: Secondary offering of common stock Shares Offered: Approximately 9 million shares Institutional: 75-80% Retail: 20-25% Institutional Pot Economics: 30% pro rata, 70% competitive Selling Shareholders: J.W. Childs Equity Partners, L.P. and the other Childs Holders (as provided in the attached letter). Greenshoe: Standard 15% over-allotment option exercisable within 30 days. The Company will grant the underwriters an option to purchase additional shares to cover over-allotments for the offering. Lock-up Provision: 90 days. The underwriters can carve out that the Company may issue shares in connection with an acquisition prior to the end of the 90 day period. Any future shares sold in connection with an acquisition during this lock-up period will be subject to an additional 90 day lock-up. Use of Proceeds: Playtex will not receive any proceeds from the sale of common stock sold in the offering. In the event that the underwriters exercise the "greenshoe" option to purchase additional shares to cover over- allotments, proceeds will be used by the Company to repay indebtedness. Roadshow: Approximately 5-8 working days. Gross Spread: 4.35% - 4.65%. Expenses: The underwriters have proposed to pay for their legal fees and out-of-pocket roadshow expenses. - -------- Excludes over-allotment options. 2 Underwriters: Merrill Lynch & Co. will lead manage the domestic offering. Donaldson, Lufkin & Jenrette, Goldman Sachs, Morgan Stanley Dean Witter, PaineWebber Incorporated and Salomon Smith Barney will act as co-managers. Syndicate: A small syndicate comprised of 8-10 firms to provide research support. -----END PRIVACY-ENHANCED MESSAGE-----