-----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, P0iU5SrRusWM107JSAdbjWGJYu1KwZljaCDQPpM4QiBrtrdHvSg0SV0rY5zsvpz7 92yCp+ZGKCJX98ALzZ5sbg== 0000950130-97-000341.txt : 19970130 0000950130-97-000341.hdr.sgml : 19970130 ACCESSION NUMBER: 0000950130-97-000341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19970128 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970129 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: 97513575 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) January 28, 1997 Tambrands Inc. (Exact name of registrant as specified in its charter) Delaware 1-8714 (13-1366500) (State of (Commission File Number) (IRS Employer incorporation) Identification No.) 777 Westchester Avenue, White Plains, New York 10604 (Address of principal executive offices) (Zip Code) (914) 696-6000 (Registrant's telephone number, including area code) N/A (Former name or former address, if changed since last report) Items 1-4. Not Applicable. Item 5. Other Events. The Company issued a press release on January 28, 1997. 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: - 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; - the market reception given the Company's new products, including TAMPAX NATURALS; - 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; -2- - the costs and uncertainties associated with implementation of actions resulting from the Company's ongoing evaluation of its business strategies and organizational structures; - 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 January 28, 1997. 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: January 29, 1997 -4- EXHIBIT INDEX Sequentially Exhibit No. Description Numbered Page - ----------- ----------- ------------- 99.1 Press Release of the Company dated January 28, 1997 -5- EX-99.1 2 PRESS RELEASE DATED 1/28/97 EXHIBIT 99.1 [LETTERHEAD OF TAMBRANDS] Investor Contact: Media Contact: - ---------------- ------------- Kathy Brooks Makrakis Janey M. Loyd (914) 696-6509 (914) 696-6330 FOR IMMEDIATE RELEASE (TUESDAY, JANUARY 28, 1997) - ------------------------------------------------- TAMBRANDS ANNOUNCES 1996 FOURTH-QUARTER --------------------------------------- AND FULL-YEAR RESULTS IN LINE WITH EXPECTATIONS ----------------------------------------------- White Plains, NY, January 28, 1997 -- Tambrands Inc. (NYSE: TMB) today reported sales and earnings in line with expectations for the fourth quarter and the year ended December 31, 1996. Net sales for the quarter were $156.7 million versus $161.7 million in the fourth quarter of 1995. Sales declined due to lower worldwide volumes. Net income was $23.9 million, or $.65 per share, compared to $23.0 million, or $.63 per share, in the fourth quarter of 1995. "After a weak second quarter, largely attributable to intense price competition in the U.S., Tambrands' business has trended upward with marked improvement in the fourth quarter. Also, in the U.S., while not yet fully reflected in shipment volume, both the Tampax market share and the tampon category have strengthened resulting in stronger retail consumption. This improvement, together with tighter expense controls, contributed to fourth quarter earnings growth," commented Edward T. Fogarty, Tambrands' Chairman and Chief Executive Officer. "In addition, we launched several important strategic initiatives during the year to drive and sustain long-term growth, including implementing a major restructuring program, expanding our international distribution alliance with Molnlycke, and introducing five new Tampax products into 14 markets around the world." In the third quarter of 1996, as previously announced, Tambrands created a new global organizational structure and began a major restructuring program designed to rationalize global capacity and improve margins. -more- [LOGO] TAMBRANDS - ------------------------------------------------------------------------------- For the full-year 1996, net sales were $662.1 million, compared to $683.1 million for 1995. Net income for the year was $45.8 million, or $1.24 per share, compared to $85.5 million, or $2.33 per share, in 1995. Excluding the previously announced charges for restructuring in 1996 and a litigation reserve in 1995, net income for 1996 would have been $82.8 million, or $2.25 per share, versus $94.2 million, or $2.57 per share, in 1995. The Company also announced that the Board of Directors today declared a regular quarterly dividend of $.46 per share, payable on March 17, 1997 to shareholders of record on March 3, 1997. 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 year ended December 31, 1996 is attached. # # # TAMBRANDS INC. CONSOLIDATED INCOME STATEMENTS 3 Months and 12 Months Ended December 31 (In thousands, 3 Months Ended 12 Months Ended except per share December 31 Percent December 31 Percent ------------------- ------------------ figures) 1996 1995 Change 1996 1995 Change -------- ------- ------ -------- -------- ------- NET SALES $156,692 $161,691 (3) $662,112 683,092 (3) COST OF PRODUCTS SOLD 55,777 56,605 (1) 226,348 231,625 (2) -------- ------- -------- -------- GROSS PROFIT 100,915 105,086 (4) 435,764 451,467 (3) SELLING, ADMIN. AND GENERAL: MARKETING, SELLING AND DISTRIBUTION 51,621 55,378 (7) 248,644 238,558 4 ADMIN. AND GENERAL 9,506 11,223 (15) 48,625 52,546 (7) RESTRUCTURING CHARGE - - - 46,221 - 100 -------- -------- -------- ------- 61,127 66,601 (8) 343,490 291,104 18 -------- -------- -------- -------- OPERATING INCOME 39,788 38,485 3 92,274 160,363 (42) INTEREST, NET AND OTHER (2,379) (2,303) 3 (8,949) (9,632) (7) LITIGATION CHARGE - - - - (11,396) (100) -------- --------- -------- -------- INCOME BEFORE PROVISION FOR INCOME TAXES 37,409 36,182 3 83,325 139,335 (40) PROVISION FOR INCOME TAXES 13,503 13,225 2 37,522 53,813 (30) -------- -------- -------- ------- NET INCOME $ 23,906 $ 22,957 4 $ 45,803 $85,522 (46) ======== ======== ======== ======= NET INCOME PER COMMON SHARE $ 0.65 $ 0.63 3 $ 1.24 $ 2.33 (47) ======== ======== ======== ======= AVG. SHARES OUTSTANDING 36,901 36,697 36,842 36,671 -----END PRIVACY-ENHANCED MESSAGE-----