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As filed with the Securities and Exchange Commission on May 7, 2001
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 7, 2001
PLAYTEX PRODUCTS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 1-12620 51-0312772
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer
incorporation or organization) Identification No.)
300 NYALA FARMS ROAD, WESTPORT, CONNECTICUT 06880
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(Address of principal executive offices)
Registrant's telephone number, including area code (203) 341-4000
N/A
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(Former name or former address, if changed since last report.)
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Item 5. Other Events and Regulation FD Disclosure.
On May 7, 2001, we issued a press release pursuant to Rule 135c under the
Securities Act of 1933 relating to our proposed offering of $350 million of
senior subordinated notes. The press release is attached as Exhibit 99.1 to this
report.
Our unaudited pro forma financial data as of and for the twelve months ended
March 31, 2001 are attached as Exhibit 99.2 to this report.
Item 7. Financial Statements and Exhibits
( c ) Exhibits
Exhibit Description
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99.1 Press release of Playtex Products, Inc., dated May 7, 2001
99.2 Unaudited pro forma financial data as of and for the twelve
months ended March 31, 2001
Item 9. Regulation FD Disclosure.
Our unaudited pro forma financial data as of and for the twelve months ended
March 31, 2001 are attached as Exhibit 99.2 to this report and are
incorporated by reference into this report for purposes of this item only.
If the refinancing, as described in the Company's press release issued May 7,
2001, is completed, the Company expects to incur in the second quarter of
2001 an extraordinary loss, net of related income tax benefits of between
$18.0 million and $19.0 million. The extraordinary loss will have a negative
impact on earnings per share in the range of $0.28 and $0.30 assuming the
dilutive shares outstanding as of the Company's first quarter ended March 31,
2001. As a result of the anticipated refinancing, described in the Company's
press release issued May 7, 2001, the Company does not expect that the total
financing costs for the remainder of the year will change materially when
compared to its current debt structure. For additional information, see the
Company's Quarterly Report on Form 10-Q filed for the quarter ended March 31,
2001 on May 7, 2001.
THE MATTERS DESCRIBED IN THIS FILING CONTAIN FORWARD-LOOKING STATEMENTS THAT ARE
MADE PURSUANT TO THE SAFE HARBOR PROVISIONS OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995. FORWARD-LOOKING STATEMENTS INVOLVE A NUMBER OF RISKS,
UNCERTAINTIES OR OTHER FACTORS BEYOND THE COMPANY'S CONTROL, WHICH MAY CAUSE
MATERIAL DIFFERENCES IN ACTUAL RESULTS, PERFORMANCE OR OTHER EXPECTATIONS. THESE
FACTORS INCLUDE, BUT ARE NOT LIMITED TO, GENERAL ECONOMIC CONDITIONS, INTEREST
RATES, COMPETITIVE MARKET PRESSURES, THE LOSS OF A SIGNIFICANT CUSTOMER, RAW
MATERIAL AND MANUFACTURING COSTS, CAPACITY LIMITATIONS, THE ABILITY TO INTEGRATE
ACQUISITIONS, ADVERSE PUBLICITY AND PRODUCT LIABILITY CLAIMS, CAPITAL STRUCTURE,
THE IMPACT OF WEATHER CONDITIONS ON SALES, AND OTHER FACTORS DETAILED IN THE
COMPANY'S REPORTS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION. READERS ARE
CAUTIONED NOT TO PLACE UNDUE RELIANCE ON THESE FORWARD-LOOKING STATEMENTS, WHICH
SPEAK ONLY AS OF THE DATE HEREOF. THE COMPANY ASSUMES NO OBLIGATION TO UPDATE
SUCH INFORMATION.
SIGNATURES
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.
PLAYTEX PRODUCTS, INC.
DATE: MAY 7, 2001 By: /s/ GLENN A. FORBES
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Glenn A. Forbes
EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER
(PRINCIPAL FINANCIAL AND ACCOUNTING
OFFICER)