-----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, OygdKW2Uieo3o/kIlkySXpZqWZEeokQ2DlY4pZb8lN63BCJsfI9BSEy84RErdGDh +G7ddn9t5yX0OnDY3aBjdA== 0000950130-96-004016.txt : 19961024 0000950130-96-004016.hdr.sgml : 19961024 ACCESSION NUMBER: 0000950130-96-004016 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961023 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19961023 SROS: NYSE SROS: PSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: TAMBRANDS INC CENTRAL INDEX KEY: 0000096277 STANDARD INDUSTRIAL CLASSIFICATION: CONVERTED PAPER & PAPERBOARD PRODS (NO CONTAINERS/BOXES) [2670] IRS NUMBER: 131366500 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-08714 FILM NUMBER: 96646654 BUSINESS ADDRESS: STREET 1: 777 WESTCHESTER AVE CITY: WHITE PLAINS STATE: NY ZIP: 10604 BUSINESS PHONE: 9146966000 MAIL ADDRESS: STREET 1: 777 WESTCHESTER AVE CITY: NEW YORK STATE: NY ZIP: 10604 FORMER COMPANY: FORMER CONFORMED NAME: TAMPAX INC DATE OF NAME CHANGE: 19840502 8-K 1 FORM 8-K SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 --------------------- Date of Report (Date of earliest event reported) October 23, 1996 Tambrands Inc. (Exact name of registrant as specified in its charter) Delaware 1-8714 (13-1366500) (State of (Commission File Number) (IRS Employer incorporation) Identification No.) 777 Westchester Avenue, White Plains, New York 10604 (Address of principal executive offices) (Zip Code) (914) 696-6000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Items 1-4. Not Applicable. Item 5. Other Events. The Company issued a press release on October 23, 1996. Information Concerning Forward-Looking Statements. ------------------------------------------------- Statements contained in the above-mentioned press release other than matters of historical fact are forward-looking statements, and are made based on management's expectations and beliefs concerning future developments and their potential effect on the Company. There can be no assurance that future developments will be in accordance with management's expectations or that the effect of future developments on the Company will be those anticipated by management. Among the factors that could cause actual results to differ materially from such forward-looking statements are the following: - the market reception given the Company's new products, including TAMPAX NATURALS; - competitive pressures, including new product developments or increased advertising or promotional activity by existing or new competitors or growth in the private label tampon segment; - changes in the market for raw or packaging materials, which could impact the Company's manufacturing costs; - changes in the pricing of the products of the Company or its competitors; - changes in consumer preferences affecting the usage of tampons; - the loss of a significant customer; - the costs and uncertainties associated with implementation of actions resulting from the Company's ongoing evaluation of its business strategies and organizational structures; -2- - production delays or inefficiencies; - the costs and other effects of legal and administrative cases and proceedings, settlements and investigations; - real or perceived safety or quality issues with respect to the Company's products, whether arising from tampering or otherwise; and - changes in U.S. or international economic or political conditions, such as inflation or fluctuations in interest or foreign exchange rates. While the Company periodically reassesses material trends and uncertainties affecting the Company's results of operations and financial condition in connection with its preparation of management's discussion and analysis of results of operations and financial condition contained in its quarterly and annual reports, the Company does not intend to review or revise any particular forward-looking statement in light of future events. Item 6. Not Applicable. Item 7. Exhibits. 99.1 Press Release of the Company dated October 23, 1996. Item 8. Not Applicable. -3- SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. Tambrands Inc. By /s/SUSAN J. RILEY --------------------------------- Name: Susan J. Riley Title: Senior Vice President -- Chief Financial Officer Date: October 23, 1996 -4- EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 99.1 Press Release of the Company dated October 23, 1996 -5- EX-99.1 2 PRESS RELEASE DATED OCTOBER 23, 1996 [LOGO] T A M B R A N D S - -------------------------------------------------------------------------------- Investor Contact: Media Contact: - ----------------- -------------- Kathy Brooks Makrakis Janey M. Loyd (914) 696-6509 (914) 696-6330 FOR IMMEDIATE RELEASE (WEDNESDAY, OCTOBER 23, 1996) Exhibit 99.1 - --------------------------------------------------- TAMBRANDS REPORTS THIRD-QUARTER RESULTS --------------------------------------- White Plains, NY, October 23, 1996 -- Tambrands Inc. (NYSE: TMB) today announced net sales for the quarter ended September 30, 1996 of $175.1 million versus $178.1 million in the third quarter of 1995. Tambrands reported a net loss for the 1996 third quarter of $14.7 million, or $0.40 per share, after a previously-announced $46.2 million pre-tax restructuring charge. In the 1995 third quarter, net income was $26.7 million, or $0.73 per share. Excluding the restructuring charge, third-quarter 1996 net income would have been $22.2 million, or $0.60 per share. "We are continuing to move aggressively to support our global growth strategy for Tampax tampons," said Edward T. Fogarty, Chairman and Chief Executive Officer. "During the third quarter, we simplified our organizational and manufacturing structure in order to make us a more nimble, efficient global competitor. And while worldwide volume continues to trend below last year and our operating results are not yet as good as they should be, we are encouraged that earnings, unit volume and U.S. market share increased versus the second quarter." For the first nine months of 1996, net sales were $505.4 million versus $521.4 million in the comparable 1995 period. Net income in the 1996 nine-month period was $21.9 million, or $0.59 per share, after the restructuring charge. Net income in the 1995 nine-month period was $62.6 million, or $1.71 per share. Excluding the restructuring charge, net income in the 1996 nine months would have been $58.9 million, or $1.60 per share. The Company also announced that the Board of Directors declared a regular quarterly dividend of $0.46 per share, payable on December 16, 1996 to shareholders of record on December 2, 1996. - more - Tambrands has manufactured Tampax(R) tampons for 60 years, and today is the worldwide market leader. Tampax tampons are sold in over 150 countries and are used with confidence by millions of women. A summary of consolidated operating results for the three months and nine months ended September 30, 1996 is attached. # # #
TAMBRANDS INC. CONSOLIDATED INCOME STATEMENTS 3 Months and 9 Months Ended September 30 (In thousands, 3 Months Ended 9 Months Ended except per share September 30 Percent September 30 Percent -------------------- ------------------- figures) 1996 1995 Change 1996 1995 Change -------- ------- ------ -------- -------- ------- NET SALES $175,124 $178,116 (2) $505,420 521,401 (3) COST OF PRODUCTS SOLD 60,662 61,288 (1) 170,571 175,020 (3) -------- -------- -------- -------- GROSS PROFIT 114,462 116,828 (2) 334,849 346,381 (3) SELLING, ADMIN. AND GENERAL: MARKETING, SELLING AND DISTRIBUTION 64,392 57,892 11 197,023 183,180 8 ADMIN. AND GENERAL 13,301 13,701 (3) 39,119 41,323 (5) RESTRUCTURING CHARGE 46,221 - 100 46,221 - 100 -------- -------- -------- ------- 123,914 71,593 73 282,363 224,503 26 -------- -------- -------- -------- OPERATING INCOME(LOSS) (9,452) 45,235 - 52,486 121,878 (57) INTEREST, NET AND OTHER (2,159) (2,301) (6) (6,570) (7,329) (10) LITIGATION CHARGE - - - - (11,396) (100) -------- -------- -------- --------- INCOME (LOSS) BEFORE PROVISION FOR INCOME TAXES (11,611) 42,934 - 45,916 103,153 (56) PROVISION FOR INCOME TAXES 3,137 16,228 (81) 24,019 40,588 (41) -------- -------- -------- -------- NET INCOME (LOSS) $(14,748) $ 26,706 - $ 21,897 $ 62,565 (65) ========= ======== ======== ======== NET INCOME (LOSS) PER COMMON SHARE $ (0.40) $ 0.73 - $ 0.59 $ 1.71 (66) ========= ======== ======== ======== AVG. SHARES OUTSTANDING 36,861 36,640 36,821 36,661
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