UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 14A
(Rule 14a-101)

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934 (Amendment No.    )

Filed by the Registrant  x

Filed by a Party other than the Registrant  o

Check the appropriate box:

o

Preliminary Proxy Statement

o

Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))

o

Definitive Proxy Statement

x

Definitive Additional Materials

o

Soliciting Material Pursuant to §240.14a-12

 

PLAYTEX PRODUCTS, INC.

(Name of Registrant as Specified In Its Charter)

 

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

 

Payment of Filing Fee (Check the appropriate box):

o

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o

Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.

 

(1)

Title of each class of securities to which transaction applies:

 

 

 

 

(2)

Aggregate number of securities to which transaction applies:

 

 

 

 

(3)

Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (set forth the amount on which the filing fee is calculated and state how it was determined):

 

 

 

 

(4)

Proposed maximum aggregate value of transaction:

 

 

 

 

(5)

Total fee paid:

 

 

 

o

Fee paid previously with preliminary materials.

o

Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

 

(1)

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(3)

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(4)

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Below is a communication transmitted to certain employees of Playtex Products, Inc. (“Playtex”) on September 25, 2007.

Important Merger Information

In connection with the proposed acquisition of Playtex by Energizer Holdings, Inc. (“Energizer”), Playtex filed a proxy statement with the Securities and Exchange Commission (the “SEC”) on August 27, 2007, and Playtex and Energizer intend to file other relevant materials with the SEC.  The proxy statement was mailed to Playtex stockholders seeking their approval of the proposed transaction. Before making any voting decision with respect to the proposed acquisition, stockholders of Playtex are urged to read the proxy statement and all other relevant documents filed with the SEC when they become available, because they will contain important information about the proposed transaction, Playtex and Energizer.  This release may be deemed to be soliciting material in respect of the proposed transaction.

Investors and security holders will be able to obtain the proxy statement and other documents (when available) free of charge at the SEC’s web site, http://www.sec.gov. In addition, Playtex stockholders may obtain free copies of the proxy statement and other documents filed with the SEC when available by contacting Playtex’s Investor Relations at 203-341-4017.  You may also read and copy any reports, statements and other information filed by Playtex or Energizer with the SEC at the SEC public reference room at 100 F Street, N.E. Room 1580, Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 or visit the SEC’s website for further information on its public reference room.

The directors, executive officers and other members of management and employees of Playtex may be deemed to be participants in the solicitation of proxies from stockholders in respect of the proposed transaction. Information regarding the directors and executive officers of Playtex is available in the 2006 Annual Report on Form 10-K, filed with the SEC on March 13, 2007 and the proxy statement for Playtex’s 2007 annual meeting of stockholders, filed with the SEC on March 23, 2007.  Additional information regarding the interests of such potential participants is included in the proxy statement and will be included in the other relevant documents filed with the SEC when they become available.

 

To:

All Schick and Playtex Salaried Colleagues

From:

David Hatfield

Subject:

Integration Activities and Day 1 Plans

 

On September 14th, you received a communication from Steve Hockridge and Doug Sinclair updating you on the activities that are taking place to integrate the Schick and Playtex organizations. As we quickly approach the close of the acquisition of Playtex by Energizer and the formal combination of Schick and Playtex, I want to take this opportunity to update you on where the design teams are in their process and, more importantly, what you can expect initially after the close, which is expected to be October 1.

Design team update

·                  Design teams are working to finalize the new organization structure in each functional area, and should be completed within the next couple of weeks.  Some functional areas have completed this work and are moving forward in the process.

·                  System requirements and process harmonization opportunities are being identified.

·                  We are progressing well and on plan to achieve our November 15th target to have all colleagues informed of the selection process results.  As we have communicated previously, we will not have details or decisions made at the time of the close related to final organization structure.

Day 1 and Day 2 Activities

·                  The transaction will close on October 1st (Day 1) and the new division name will be announced.

·                  On Day 1, Ward Klein and I will visit Westport and Milford to speak about the new division, share our vision and reinforce the positive aspects that we believe this acquisition will create from a business perspective. The Westport meeting will be held at 10:00 a.m. EDT and be broadcast to all Playtex locations. The Milford meeting will be held at 2:00 p.m. EDT.

·                  During Day 1 and Day 2, Departmental meetings will be held to provide you with initial details associated with individual organizations.



·                  Again, to reiterate and manage expectations, please remember that very few specific details related to individual job changes will be made on Day 1.  Announcements regarding personnel changes will follow as we move through the process.

Thank you again for your understanding and cooperation as we go through this integration process. Your focus on the execution of business plans is critical to the continued success of our business.