-----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, BnWmGPoGVaxyDWQyAhVa6fyLymHU6CF8nUhn7OFCFFIhi38iIJSzllLJOIWlbSgw Zxx0eHtZFnhbETNxDF0umA== 0000908737-98-000590.txt : 19980609 0000908737-98-000590.hdr.sgml : 19980609 ACCESSION NUMBER: 0000908737-98-000590 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980608 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: 98643555 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 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 2)* 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) June 1, 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 an agreement to sell Shares and amendments to the letter agreement 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") and to such Registration Rights Agreement. Unless the context requires otherwise, capitalized terms used herein without definition shall have the meanings ascribed to such terms in the original filing or prior amendment of this statement. Item 4. Purpose of transaction. Childs has entered into a Stock Purchase Agreement dated as of June 1, 1998 (the "Stock Purchase Agreement") with RCBA Playtex, L.P. (the "Buyer") and Richard C. Blum & Associates, Inc. (the "Guarantor") providing for the sale by Childs and the Childs Holders to the Buyer of 6,000,000 Shares for a total purchase price of $79.5 million. In connection with the execution of the Stock Purchase Agreement, Childs entered into a letter agreement dated June 1, 1998 (the "Second Letter Agreement"), amending and superseding the original Letter Agreement, and an amendment and restatement of the Registration Rights Agreement. In connection with the execution of the foregoing documents, John Childs agreed to resign as a director of Playtex effective upon completion of the sale of Shares to the Buyer. Among the conditions to the Buyer's obligation to consummate the acquisition is the execution of a stockholders agreement between Playtex and the Buyer. The Reporting Persons understand that such stockholders agreement will provide for the election of two persons designated by the Buyer to the Playtex board of directors. SCHEDULE 13D CUSIP No. 72813P 10 0 Page 7 of 10 Pages - --------------------- ------------------ Depending upon Childs' continuing review of its investments, Childs may (subject to any applicable securities laws) decide to sell all or any part of the remaining Shares, although it has no current plans to do so. 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; (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 6. Contracts, arrangements, understandings or relationships with respect to securities of the issuer. 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 SCHEDULE 13D CUSIP No. 72813P 10 0 Page 8 of 10 Pages - --------------------- ------------------ 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. Item 7. 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. First Amended and Restated Registration Rights Agreement 4. Form of PCH Subscription Agreement* 5. Second Letter Agreement 6. Stock Purchase 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. June 5, 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/ Adam L. Suttin Name: Adam L. Suttin Title: Vice 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/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President J.W. CHILDS ASSOCIATES, L.P., By: J.W. CHILDS ASSOCIATES, INC., its general partner By: /s/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President J.W. CHILDS ASSOCIATES, INC. By: /s/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President SCHEDULE 13D CUSIP No. 72813P 10 0 Page 10 of 10 Pages - --------------------- ------------------- EXHIBIT INDEX Exhibit 1. Joint Filing Agreement* 2. Stockholders Agreement* 3. First Amended and Restated Registration Rights Agreement 4. Form of PCH Subscription Agreement* 5. Second Letter Agreement 6. Stock Purchase Agreement - --------- * Previously filed. EX-99.3 2 EXECUTION COPY FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT between PLAYTEX PRODUCTS, INC. and J.W. CHILDS EQUITY PARTNERS, L.P. --------------------------------------- Dated as of June 1, 1998 --------------------------------------- TABLE OF CONTENTS Page 1. Background...........................................................1 2. Registration Under Securities Act....................................1 2.1 Intentionally Omitted.......................................1 2.2 Incidental Registration.....................................1 2.3 Registration Procedures.....................................3 2.4 Underwritten Offerings......................................6 2.5 Preparation; Reasonable Investigation.......................6 2.6 Intentionally Omitted.......................................7 2.7 Indemnification.............................................7 3. Definitions.........................................................10 4. Rule 144 and Rule 144A..............................................12 5. Amendments and Waivers..............................................12 6. Nominees for Beneficial Owners......................................12 7. Appointment of Representative.......................................13 8. Notices.............................................................13 9. Assignment..........................................................13 10. Calculation of Percentage Interests in Registrable Securities.......14 11. No Inconsistent Agreements..........................................14 12. Remedies............................................................14 13. Severability........................................................14 14. Entire Agreement....................................................14 15. Headings............................................................14 16. Governing Law.......................................................14 17. Counterparts........................................................15 i FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of January 28, 1998, as amended and restated as of June 1, 1998, between PLAYTEX PRODUCTS, INC., a Delaware corporation (the "Company") and J.W. CHILDS EQUITY PARTNERS, L.P., a Delaware limited partnership (the "Principal Stockholder") and the other persons who are set forth in Schedule A thereto (collectively with the Principal Stockholder, the "Childs Holders"). The parties hereby agree as follows: 1. Background. (a) The Principal Stockholder is a party to a Stock Purchase Agreement dated as of June 1, 1998 (the "Purchase Agreement") between the Principal Stockholder and RCBA Playtex, L.P. (the "Buyer"), pursuant to which the Principal Stockholder has agreed to sell 6,000,000 shares of Common Stock, par value $.01 ("Common Stock") to the Buyer. The shares of Common Stock received by the Childs Holders in the merger of PCG Acquisition Corp. and Personal Care Holdings, Inc. which are held by the Childs Holders immediately after the Closing (as defined in the Purchase Agreement) (the "Closing") shall be referred to in this Agreement as the "Shares." (b) This First Amended and Restated Agreement, as amended and restated herein, shall become effective upon (and only upon) the Closing. In the event the Purchase Agreement is terminated, the Agreement shall be deemed not to have been so amended and restated and shall remain in full force and effect in the form it existed immediately prior to its amendment and restatement on the date hereof. 2. Registration Under Securities Act. 2.1 Intentionally Omitted. 2.2 Incidental Registration. (a) Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8, whether or not for sale for its own account and any Securityholder is requesting Registrable Securities (as defined in the Other Registration Rights Agreements, referred to herein as "Third Party Securities") be included in such registration, the Company will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder") (which request (i) should 2 specify the Registrable Securities intended to be disposed of by such Requesting Holder and (ii) when aggregated with all other requests from Requesting Holders under this Agreement, must include at least 250,000 shares of Registrable Securities (including at least 50,000 shares of Registrable Securities owned by the Principal Stockholder or any transferee thereof pursuant to Section 9 hereof)), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; provided, that prior to the effective date of the registration statement filed in connection with such registration, promptly upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw promptly its request to have its Registrable Securities included in such registration statement; provided, further, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connec tion with such registration, the Company shall determine for any reason not to register or to delay registration of such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. (b) Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its opinion that the number or type of Registrable Securities and the Third Party Securities requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders, then the Company will include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first, (x) if such registration is being effected pursuant to the request of Securityholders under the demand registration provisions of one of the Other Registration Rights Agreements, all Third Party Securities so requested by such Securityholders under such Other Registration Rights Agreement, or (y) if such registration is not being so effected, all securities of the Company to be sold for its 3 own account, and second, such Registrable Securities requested to be included in such registration pursuant to this Agreement and such Third Party Securities requested to be included in such registration pursuant to the provisions of the Other Registration Rights Agreements comparable to this Section 2.2, pro rata (based on the number of Registrable Securities requested to be included therein by each Requesting Holder and the number of Third Party Securities requested to be included therein by each Securityholder) among such Requesting Holders and the Securityholders and third, if clause (x) of this Section 2.2(b) applies, all securities proposed by the Company to be sold for its own account. (c) Expenses. The Company will pay all Registration Expenses in connection with any registration contemplated pursuant to this Section 2.2. 2.3 Registration Procedures. If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Section 2.2, the Company will, as expeditiously as possible: (i) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(a), Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (ii) Intentionally Omitted; (iii) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (iv) use its reasonable best efforts (x) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such 4 States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect and (z) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of this subdivision (iv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (v) use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the reasonable opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (x) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement; and (y) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (vii) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery 5 that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the statements therein not misleading in the light of the circumstances under which they were made; (viii) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months after the effective date of such registration statement), an earnings statement covering the period of at least twelve months beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (ix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (x) use its best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (vii) of this Section 2.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus 6 contemplated by subdivision (vii) of this Section 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. 2.4 Underwritten Offerings. (a) Intentionally Omitted. (b) Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Requesting Holder, such Requesting Holder's Registrable Securities and such Requesting Holder's intended method of distribution or any other representations required by applicable law. 2.5 Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the Childs Representative on behalf of the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 7 2.6 Intentionally Omitted. 2.7 Indemnification. (a) Indemnification by the Company. The Company will, and hereby does, indemnify and hold harmless, in the case of any registration statement filed pursuant to Section 2.2, each seller of any Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act or the Exchange Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint or several, to which such seller or underwriter or any such director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such seller or underwriter and each such director, officer, partner, agent, affiliate and controlling Person for any reasonable legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if such untrue statement or omission is completely corrected in an amendment or supplement to such prospectus or prospectus supplement, the seller of the Registrable Securities has an obligation under the Securities Act to deliver a 8 prospectus or prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage or liability after the Company has furnished such seller with a sufficient number of copies of the same. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of such seller or underwriter or any such director, officer, partner, agent, affiliate or controlling person and shall survive the transfer of such securities by such seller or underwriter. (b) Indemnification by the Sellers. As a condition to including any Registrable Securities in any registration statement, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Sec tion 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein 9 and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any settle ment of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as a term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party. (d) Contribution. If the indemnification provided for in this Section 2.7 shall for any reason be held by a court to be unavailable to an indemnified party under Section 2.7(a) or (b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under Section 2.7(a) or (b), the indemnified party and the indemnifying party under Section 2.7(a) or (b) shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as is appropriate to reflect the relative fault of the Company and the prospective sellers of Registrable Securities covered by the registration statement which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company and such prospective sellers from the offering of the securities covered by such registration statement, provided, that for purposes of this clause (ii), the relative benefits received by the prospective sellers shall be deemed not to exceed the amount of proceeds received by such prospective sellers. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) 10 of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this Section 2.7(d) are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement and not joint. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim effected without such Person's consent, which consent shall not be unreasonably withheld. (e) Other Indemnification. Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 2.7 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act. (f) Indemnification Payments. The indemnification and contribution required by this Section 2.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. 3. Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: "Blum Agreement" means the Registration Rights Agreement dated as of June 1, 1998, between RCBA PLAYTEX, L.P. and the Company. "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Common Stock" shall mean and include the Common Stock, par value $.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. 11 "HWH Agreement" means the Registration Rights Agreement dated as of March 17, 1995, as amended, among the Company, HWH Capital Partners, L.P., HWH Valentine Partners, L.P., and HWH Surplus Valentine Partners, L.P. "Other Registration Rights Agreements" means each of the Blum Agreement and the HWH Agreement. "Person" means any individual, firm, corporation, partnership, limited liability company or partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind and shall include any successor (by merger or otherwise) of such entity. "Registrable Securities" means any Shares and any Related Registrable Securities. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they may be sold as permitted by Rule 144 (or any successor provision) under the Securities Act without reference, for this purpose, to any volume limitation thereunder, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration of such distribution under the Securities Act, (d) they shall have been transferred or distributed to any limited partner, general partner, member or holder of interests (however called) of any Principal Stockholder or (e) they shall have ceased to be outstanding. "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 2, including, without limitation, all registration and filing fees, all fees of the New York Stock Exchange, other national securities exchanges or the National Association of Securities Dealers, Inc., all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of "comfort" letters required by or incident to such performance and compliance, any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding any underwriting discounts or commissions with respect to the Registrable Securities) and the reasonable fees and expenses of one counsel to the Requesting Holders (selected by Requesting Holders representing at least 50% of the Registrable Securities covered by such registration); provided, however, that in the event the Company shall determine, in accordance with Section 2.2(a), not to register any securities with respect to which it had given written notice of its intention to so register to holders of Registrable Securities, all of the 12 costs of the type (and subject to any limitation to the extent) set forth in this definition and incurred by Requesting Holders in connection with such registration on or prior to the date the Company notifies the Requesting Holders of such determination shall be deemed Registration Expenses. "Related Registrable Securities" means with respect to the Shares any securities of the Company issued or issuable with respect to any of the Shares by way of a dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. "Requesting Holder" is defined in Section 2.2. "Securities Act" means the Securities Act of 1933, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. References to a particular section of the Securities Act of 1933, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. "Securityholder" means any of the parties to the HWH Agreement and the Blum Agreement, respectively, in each case other than the Company. 4. Rule 144 and Rule 144A. The Company shall take all actions reasonably necessary to enable holders of Registrable Securities to sell such securities without registration under the Securities Act within the limitation of the provisions of (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, (b) Rule 144A under the Securities Act, as such Rule may be amended from time to time, or (c) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 5. Amendments and Waivers. This Agreement may be amended or terminated with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the holder or holders of at least 50% of the Registrable Securities affected by such amendment, action or omission to act. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 5, whether or not such Registrable Securities shall have been marked to indicate such consent. 6. Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be 13 treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 7. Appointment of Representative. Each Childs Holder hereby authorizes and appoints the Principal Stockholder as its representative and agent for purposes of accepting and delivering notices and taking actions hereunder on behalf of each such Childs Holder hereunder and the Company acknowledges and consents thereto. The Principal Stockholder acting in such capacity is sometimes referred to herein as the "Childs Representative." 8. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to the Principal Stockholder, addressed to it in the manner set forth in the Merger Agreement, or at such other address as it shall have furnished to the Company in writing in the manner set forth herein; or (b) if to the Company, addressed to it in the manner set forth in the Merger Agreement, or at such other address as the Company shall have furnished to each holder of Registrable Securities at the time outstanding in the manner set forth herein. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by a courier, if delivered by overnight courier service; three business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if telecopied. 9. Assignment. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and (i) with respect to the Company only, its respective successors and permitted assigns and (ii) with respect to any Childs Holder, only if such Childs Holder is transferring at least 250,000 shares of Registrable Securities to such assignee and, in such case, subject to the provisions with respect to the minimum amount of Registrable Securities required in order to be entitled to certain rights or take certain actions contained herein, its assigns. 14 10. Calculation of Percentage Interests in Registrable Securities. For purposes of this Agreement, all references to a percentage of the Registrable Securities shall be calculated based upon the number of Registrable Securities out standing at the time such calculation is made. 11. No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities, or modify, amend, supplement or extend any existing agreement with respect to its securities, which is or will be inconsistent with the rights granted to the holders of Registrable Securities in this Agreement. 12. Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 13. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Principal Stockholder shall be enforceable to the fullest extent permitted by law. 14. Entire Agreement. This Agreement, together with the Merger Agreement (including the exhibits and schedules thereto), is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Merger Agreement (including the exhibits and schedules thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter. 15. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 16. Governing Law. This Agreement has been negotiated, executed and delivered in the State of New York and shall be governed by and construed in 15 accordance with the laws of the State of New York, without regard to principles of conflicts of law. 17. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument. [Remainder of page intentionally left blank] 16 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives hereunto duly authorized as of the date first above written. PLAYTEX PRODUCTS, INC. By: /s/ Michael F. Goss Name: Michael F. Goss Title: Chief Financial Officer J.W. CHILDS EQUITY PARTNERS, L.P., on behalf of itself and all Childs Holders 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/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President EX-99.5 3 Playtex Products, Inc. June 1, 1998 J.W. Childs Equity Partners, L.P. One Federal Street Boston, MA 02110 Dear John: I am writing on behalf of Playtex Products, Inc. (the "Company") to confirm our recent discussions concerning the secondary offering of common stock of the Company being made by J.W. Childs Equity Partners, L.P. (the "Fund") and certain other selling stockholders (together, the "Selling Stockholders") pursuant to a Registration Statement on Form S-3, No. 333-50099, which was declared effective by the Securities and Exchange Commission (the "SEC") on May 19, 1998 (as amended to the date hereof, the "Registration Statement"). This letter, when countersigned by you, will amend and supersede our letter agreement of April 9, 1998. Contemporaneously with the execution of this letter, (i) the Fund, Richard C. Blum & Associates, Inc. and RCBA Playtex, L.P. (the "Purchaser") are entering into a Stock Purchase Agreement in the form of Exhibit A hereto (the "Purchase Agreement"), (ii) the Company and the Selling Stockholders and certain other stockholders of the Company are entering into a First Amended and Restated Registration Rights Agreement in the form of Exhibit B hereto, and (iii) the Company and the Purchaser are entering into a Stockholders Agreement, in the form of Exhibit C hereto. Promptly after the execution of this letter and the other agreements referred to in the preceding paragraph, the Company will undertake to file with the SEC a post-effective amendment to the Registration Statement to reflect the change in the plan of distribution and other necessary and appropriate changes occasioned by the execution of the Purchase Agreement and the other agreements referred to in the preceding paragraph and the transactions contemplated thereby, as well as to reflect any changes necessitated by the passage of time since the effective date of the Registration Statement. In all respects that may be relevant to (i) the preparation and filing of any amendment or amendments to the Registration Statement pursuant hereto, (ii) the disposition of shares of the Company's common stock by the Selling Stockholders pursuant to the Purchase Agreement, and (iii) the conduct of the parties in connection with this letter, the parties hereto shall be governed by the procedures set forth in the certain Registration Rights Agreement between the Company and the Fund dated as of January 28, 1998 (the "Registration Rights Agreement"). The parties obligations hereunder and in connection with the transactions hereby are conditioned on their compliance with all applicable securities laws. The parties obligations hereunder shall terminate if the closing under the Purchase Agreement shall not have occurred on or before July 31, 1998. Notwithstanding anything to the contrary contained in the Registration Rights Agreement, the parties hereto agree that all fees and expenses of counsel for the Selling Stockholders in connection with this letter, the Purchase Agreement, the First Amended and Restated Registration Rights Agreement and the sale of the Company's common stock by the Selling Stockholders to the Purchaser shall be the sole responsibility of the Selling Stockholders. In addition, at the Closing (as defined in the Purchase Agreement) J.W. Childs Associates, LP shall pay the Company $300,000 as reimbursement of expenses incurred by the Company associated with the preparation and filing of the Registration Statement. If you are in agreement with the foregoing, please so indicate by countersigning a copy of this letter below and returning a fully signed copy to me. This letter may be signed in one or more counterparts, each of which when executed shall be deemed an original and all of which when taken together shall constitute one agreement. THE REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK. Sincerely, PLAYTEX PRODUCTS, INC. By: /s/ Michael F. Goss Name: Title: ACCEPTED and AGREED: J.W. CHILDS EQUITY PARTNERS, L.P., on behalf of itself and all Childs Holders 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/ Adam L. Suttin Name: Adam L. Suttin Title: Vice President Exhibits: A - Stock Purchase Agreement B - First Amended and Restated Registration Rights Agreement C - Stockholders Agreement EX-99.6 4 STOCK PURCHASE AGREEMENT This Stock Purchase Agreement (this "Agreement") is entered into as of June 1, 1998 between J.W. Childs Equity Partners, L.P. (the "Seller"), RCBA Playtex, L.P. (the "Buyer"), and Richard C. Blum & Associates, Inc. (the "Guarantor"). BACKGROUND A. The Seller is the owner of a total of in excess of six million (6,000,000) shares of Common Stock (the "Shares") of Playtex Products, Inc., a Delaware corporation (the "Company"). B. Richard C. Blum & Associates, L.P., a California limited partnership ("RCBA"), is the general partner of RCBA Playtex, L.P., and RCBA is also the beneficial owner of shares of the Company through limited partnerships for which it serves as general partner and managed accounts for which it serves as investment adviser. C. The Seller desires to sell, and the Buyer desires to purchase, all of the Shares upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, the parties agree as follows: 1. Basic Transaction. (a) Purchase of Shares. Pursuant to the terms and conditions set forth below, the Seller shall sell 6,000,000 Shares to Buyer, and Buyer shall purchase those Shares from Seller. Seller may assign its rights in whole or in part at any time and from time to time before the Closing to sell Shares hereunder to any one or more of those persons listed on Schedule A hereto, so long as (i) such assignees become signatories to this Agreement, (ii) RCBA shall be reasonably satisfied they have the capacity to perform the obligations of Seller in respect of their Shares, and (iii) the aggregate number of Shares subject to this Agreement is 6,000,000. Buyer may assign its rights to purchase some or all of its Shares to any of its Affiliates listed on Schedule B hereto, all of whom are presently stockholders of the Company. (b) Purchase Price. The purchase price is $13.25 per Share, for a total purchase price of $79.5 million for the 6,000,000 Shares. 2. Conditions; Closing. (a) Buyer's Conditions. The Buyer's obligations under this Agreement are conditioned upon (i) the Company's execution of a Stockholders Agreement with the Buyer, (ii) all of the Shares being sold to the Buyer, (iii) the waiting period under the Hart-Scott-Rodino Antitrust Improvements Acts of 1976 ("HSR") shall have expired or been terminated, to the extent applicable, (iv) there shall be no judgment, injunction, order or decree enjoining the Buyer from consummating the transactions contemplated by this Agreement, (v) the representations and warranties of Seller and the Guarantor shall be true and correct, (vi) the Company's performance of its obligations under a certain Letter Agreement dated June 1, 1998 with the Seller, and (vii) receipt by the Seller of a written consent to the sale by John W. Childs and 1 Steven G. Segal of shares of Common Stock from Donaldson Lufkin & Jenrette International ("DLJ Consent"). (b) Seller's Conditions. The Seller's obligations under this Agreement are conditioned upon (i) all of the Shares being bought by the Buyer, (ii) the waiting period under the HSR shall have expired or been terminated, to the extent, applicable, (iii) there shall be no judgment, injunction, order or decree enjoining the Seller from consummating the transactions contemplated by this Agreement, (iv) the representations and warranties of Buyer and Guarantor shall be true and correct, (v) the Company's performance of its obligations under a certain Letter Agreement dated June 1, 1998 with the Seller, and (vi) receipt by the Seller of a written consent to the sale by John W. Childs and Steven G. Segal of shares of Common Stock from Donaldson Lufkin & Jenrette International ("DLJ Consent"). (c) Settlement Date. If the conditions in Sections 2(a) and 2(b) are satisfied or waived, settlement (the "Closing") shall occur one (1) business day after the expiration or termination of the waiting period under the HSR. In exchange for the Seller's good delivery of the Shares being transferred at settlement, the Buyer will wire transfer immediately available funds into the Seller's account an amount equal to the purchase price of the Shares being transferred, pursuant to wire transfer instructions to be provided by the Seller to RCBA. (d) Termination. This Agreement may be terminated by Seller or Buyer if the Closing has not occurred on or before July 31, 1998. If this Agreement is terminated, the Agreement shall become void and of no effect, except that any party shall remain liable for any breach of his obligations prior to termination. 3. Representations of Seller. The Seller represents, warrants and covenants to the Buyer that: (a) Ownership. Such Seller owns its Shares free and clear of any pledge, lien, charge, claim, security interest or other encumbrance of any kind, nature or description. Seller has been assured by the Company that such Seller's Shares are validly issued, fully paid and non-assessable. (b) Authority and Compliance. Subject to receipt of the DLJ Consent, such Seller has full power and authority to transfer its Shares and has complied with or will comply with all legal requirements, if any, in connection with the sale of its Shares. Subject to receipt of the DLJ Consent, such transfer will not violate the rights of any third party. (c) No Restrictions. Subject to receipt of the DLJ Consent, the Shares being transferred by such Seller are either free of any transfer restrictions applicable to such Seller or, if there are any transfer restrictions, such Seller has received assurances from the Company and/or its counsel that such restrictions will not prevent the transfer of such Shares pursuant to the terms set forth in this Agreement. 4. Representations of Buyer. The Buyer represents, warrants and covenants to the Seller that: (a) Accredited. Such Buyer is or will be an accredited investor as defined in Regulation D under The Securities Act of 1933, as amended (the "Securities Act"). 2 (b) Investment Intent. The Shares being acquired by the Buyer are being acquired for investment for Buyer's own account, and not with a view to a prompt distribution of any part thereof. (c) Transfer. Such Buyer understands that it must bear the economic risk of this investment in the Shares for an indefinite period of time because such Shares cannot be transferred by such Buyer unless such transfer is registered under the Securities Act or an exemption from such registration is available, and such share certificates will bear a legend to such effect. (d) Authority and Compliance. Such Buyer has or will have full power and authority to purchase its Shares and has complied with or will comply with all legal requirements, if any, in connection with the purchase of its Shares. 4A. Representations and Warranties of Guarantor. The Guarantor represents, warrants and covenants to the Seller that: (a) Authority. Such Guarantor has the full power and authority to (i) unconditionally guarantee the obligations of the Buyer pursuant to this Agreement and (ii) perform all of such obligations in the place of the Buyer in the event the Buyer fails to so perform. (b) Financial Capability. The Guarantor has sufficient net worth to pay the aggregate purchase price for the Shares in accordance with the provisions of this Agreement. 5. Miscellaneous. (a) Further Action. Each party agrees to use best efforts to take, or cause to be taken, all action and to do, or cause to be done, all things necessary, proper or advisable to consummate and make effective the transactions contemplated by this Agreement. (b) Entire Agreement; Successors and Assigns. This Agreement constitutes the entire understanding among the parties with regard to the subjects hereof, superseding all prior understandings, agreements, representations and negotiations, whether oral or written. The terms and conditions of this Agreement will inure to the benefit of, and be binding upon, the respective executors, administrators, heirs, successors and assigns of the parties. (c) Choice of Law. This agreement will be interpreted and enforced in accordance with the laws of the State of Delaware as applied to contracts executed and performed entirely therein. (d) Counterparts. This Agreement may be signed in any number of counterparts and by facsimile, and when so signed and delivered will have the same effect as if all signatures appeared on the same document. (e) Notices. All notices required or permitted under this Agreement must be given in writing (which may include facsimile). All notices will be effective upon the earlier of (i) receipt (including confirmation that a facsimile has been received) or (ii) five business days after being deposited in the U.S. mail or two business days after being delivered to an overnight 3 courier, in each case properly addressed as set forth on Schedule A or B (as the case may be), as such address may be changed by proper notice to the other parties. (f) Interpretation. All parties have been assisted by counsel in connection with this Agreement. The normal rule of construction that any ambiguity will be resolved against the drafting party will not be used in the interpretation of this Agreement. (g) Gender and Number. As the context so requires, (i) the masculine gender will include the feminine and neuter, and vice versa, and (ii) the singular will include the plural, and vice versa. (h) Amendment of Agreement. This Agreement may be amended only by a written instrument signed by all of the parties. (i) Severability. If any provision of this Agreement or the application of any such provision to any party is held by a court of competent jurisdiction to be contrary to law, such provision will be deemed amended to the minimum extent possible to comply with such law, and the remaining provisions of this Agreement will remain in full force and effect. (j) Attorneys' Fees. If it becomes necessary for any party to initiate legal action or any other proceeding to enforce, defend or construe such party's rights or obligations under this Agreement, the prevailing party will be entitled to reasonable costs and expenses, including attorneys' fees and costs, incurred and paid in connection with such action or proceeding. (k) Fees and Expenses. The Seller, on the one hand, and the Buyer, on the other, shall each bear their own respective fees and costs in connection with the negotiation and execution of this Agreement and the consummation of the transactions contemplated hereby, including the payment of any commission, finder's fee or similar payment because of any act or omission by such party. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK] 4 IN WITNESS WHEREOF, the parties hereby have executed this Agreement as of the date set forth above. THE SELLER: 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/ Adam L. Suttin Vice President THE BUYER: RCBA Playtex, L.P. By: Richard C. Blum & Associates, L.P., Its general partner By: Richard C. Blum & Associates, Inc., Its general partner By: /s/ Jeffrey W. Ubben Managing Director 5 THE GUARANTOR: Richard C. Blum & Associates, Inc. By: /s/ Jeffrey W. Ubben Its: Managing Director 6 SCHEDULE A Permitted Assignees of Seller Bock Family Trust 4,298 John W. Childs 272,902 Richard S. Childs 11,786 James E. Childs 11,786 Adam T. Feild 5,663 Glenn A. Hopkins 17,894 Jerry D. Horn 19,347 Lambros J. Lambros 24,773 Stephanie L. Mansfield 2,149 Lawrence & Edith Mansfield 1,074 Jenny Childs Preston 1,039 Raymond B. Rudy 58,394 Steven G. Segal 67,558 Steven G. Segal 1995 Irrevcable Trust 12,221 SGS 1995 Family Limited Partnership 4,847 SGS III Family Limited Partnership 3,820 Adam L. Suttin 17,894 Suttin Family Trust 9,043 The Dowds Family Investment Trust 1,827 Gagan Verma 2,686 Stephen H. Wise 2,686 Timothy J. Healy 5,333 Michael Cox 1,500 Teresita Eugenio 650 Kenneth M. Evans 5,333 Bruce A. Goldsmith 2,133 Peter Gower 1,875 Neil P. Guller 3,860 Lee Jacobs 1,500 Koss Trust 85,330 Cheryl Lawler 1,875 Kim Levine 2,796 Donald W. Miller 3,199 Dennis L. Moore 10,666 Donald G. Morgan 7,901 Joseph M. Pachella 3,929 Leslie A. Paparone 8,180 Jay E. Politi 1,033 Kenneth F. Reilly 2,133 Joel Slank 2,796 Mario E. Soussou 35,314 James D. Tates 1,066 Sharad B. Tilak 10,666 Marianne Wojcicki 2,133 ----- 754,918 7 SCHEDULE B BUYER'S AFFILIATES Stinson Capital Partners, L.P. Stinson Capital Partners II, L.P. BK Capital Partners IV, L.P. Stinson Capital Fund (Cayman), Ltd. Insurance Company Supported Organizations Pension Plan United Brotherhood of Carpenters and Joiners of America Local Unions and Councils Pension Fund The Carpenters Pension Trust for Southern California The Common Fund B-1 -----END PRIVACY-ENHANCED MESSAGE-----