UNITED STATES
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 2, 2004
PLAYTEX PRODUCTS, INC.
(Exact name of registrant as specified in its charter)
Delaware
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(State or other jurisdiction of incorporation or organization)
1-12620 51-0312772
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(Commission File Number) (I.R.S. Employer 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.)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (SEE General Instruction A.2. below):
[_] Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
[_] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[_] Pre-commencement communications pursuant to Rule 13e-4(c) under the
Exchange Act (17 CFR 240.13e-4(c))
ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE CONTRACT.
AGREEMENTS WITH MR. NEIL DEFEO
The information set forth in Item 5.02(c) (d) relating to certain
agreements entered into between Playtex Products, Inc. (the "Company") and Neil
P. DeFeo is incorporated by reference herein.
AGREEMENTS WITH MR. KRIS J. KELLEY
The following is a description of the material terms of certain
agreements entered into between the Company and Mr. Kris J. Kelley.
EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Kris J. Kelley
pursuant to which Mr. Kelley serves as the Company's Senior Vice
President-Finance. The agreement provides that, effective no later than January
15, 2005, the Company's board of directors will elect Mr. Kelley to the position
of Chief Financial Officer. If the board fails to do so, Mr. Kelley will have
the right to terminate his employment for Good Reason (as defined in the
employment agreement) and collect severance, as described below. The term of the
employment agreement began October 2, 2004 (the "Effective Date") and continues
until the later of (i) December 29, 2007 and (ii) the last day of the Company's
fiscal year ending during 2007, after which the term is automatically extended
for additional one-year periods unless either party gives the other 60 days'
notice of non-renewal.
ANNUAL BASE SALARY. Mr. Kelley is entitled to an annualized base salary
of $310,000 for fiscal years 2004 and 2005. The base salary may be increased for
fiscal years following 2005. Base salary may not be decreased at any time.
ANNUAL CASH BONUS. Mr. Kelley is eligible for an annual cash bonus
based on Company performance. For the 2004 fiscal year, the annual bonus, if
applicable, will be in an amount determined by the compensation committee of the
Company's board of directors, in its discretion.
For fiscal years following 2004, the bonus will be payable under an
executive bonus plan to be adopted by the Company and submitted to Company
shareholders for approval. If the executive bonus plan is not adopted by the
Company or approved by shareholders, no bonus will be payable to Mr. Kelley, and
Mr. Kelley will have the right to terminate his employment for Good Reason and
collect severance, as described below. The employment agreement provides that
Company performance targets will be set annually by the compensation committee.
Mr. Kelley's bonus is determined by Company performance against targets
ranging from 35% of base salary for reaching a minimum of 90% of the target,
increasing to 70% of base salary for reaching 100% of the target, and increasing
to a maximum of 300% of base salary for reaching above 100% of the target.
However, the portion of the bonus, if any, that is in excess of 140% of base
salary will not be deemed earned until the last day of the fiscal year following
the fiscal year to which the excess portion relates, and will only be earned and
payable if the Company's performance for such subsequent fiscal year is at least
90% of the performance for the fiscal year for which the excess bonus was
calculated. If the Company's performance is less than 90% of the target, Mr.
Kelley is not eligible for a bonus.
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WELFARE, RETIREMENT, FRINGE AND RELOCATION BENEFITS. Mr. Kelley is
entitled to pension, welfare, tax-deferred savings, and other retirement
benefits on terms no less favorable than those available to other Company senior
executives. The Company will also reimburse Mr. Kelley for reasonable and
customary relocation and moving expenses incurred in connection with his
relocation, if any, to the Westport, Connecticut area and pay Mr. Kelley an
amount to cover any income taxes payable with respect to such reimbursement.
However, the relocation and moving expenses together with any additional tax
payments may not exceed $250,000. He is also entitled to certain fringe benefits
described in the employment aggreement.
EQUITY AWARDS. On the Effective Date, the Company granted Mr. Kelley
options to purchase 300,000 shares of Company common stock pursuant to the
Company's 2003 Stock Option Plan for Directors and Executive and Key Employees
and 100,000 shares of restricted stock, for which Mr. Kelley paid a per share
purchase price equal to $0.01, which is the par value of the Company common
stock. The restricted stock award will be forfeited if the Company fails to
adopt a stock award plan that will govern the award or if such plan fails to be
approved by shareholders. If such events occur, Mr. Kelley will have the right
to terminate his employment for Good Reason and collect severance, as described
below. The terms of the option and restricted stock awards are described more
fully below.
CHANGE IN CONTROL STOCK AWARD. The employment agreement provides that
Mr. Kelley is entitled to a one-time award of 100,000 unrestricted shares of
Company common stock if, generally, a Change in Control (as defined in the
employment agreement) occurs on or prior to the later of December 29, 2007 and
the last day of the Company's fiscal year ending during 2007). The award would
be granted immediately prior to the Change in Control. Mr. Kelley must be
employed on the date of the Change in Control to receive the stock award.
SEVERANCE PAYMENTS AND BENEFITS. If Mr. Kelley's employment is
terminated by the Company without Cause (as defined in the employment agreement)
or by Mr. Kelley for Good Reason, then Mr. Kelley is entitled to receive: (i)
his annual cash bonus, at 100% target, pro-rated through the date of termination
(the "Pro-Rata Bonus"), (ii) continued medical and dental coverage for 12 months
after termination or, if earlier, until Mr. Kelley is eligible for comparable
benefits from any other source; and (iii) an amount, payable over the 12-month
period following the termination, equal to (A) 12 months of Mr. Kelley's base
salary, plus (B) Mr. Kelley's Average Bonus (as defined below). The payments and
benefits described in clauses (ii) and (iii) of the previous sentence are
conditioned on Mr. Kelley's continued compliance with the non-disclosure,
non-competition, and non-solicitation covenants in the employment agreement. If
Mr. Kelley's employment is terminated by the Company without Cause or by Mr.
Kelley for Good Reason within one year following a Change in Control, in lieu of
receiving the amounts set forth in clause (iii) above, Mr. Kelley is entitled to
receive a lump sum payment equal to the sum
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of (A) 24 months of his base salary and (B) the product of two and the Average
Bonus. The Average Bonus means (i) for a termination in fiscal year 2004, zero;
(ii) for a termination in fiscal year 2005, the target bonus for such year;
(iii) for a termination in fiscal year 2006, the bonus actually paid to Mr.
Kelley for fiscal year 2005; and (iv) for a termination during a fiscal year
subsequent to fiscal year 2005, the average of the bonuses paid to Mr. Kelley in
the two fiscal years preceding termination.
If Mr. Kelley's employment is terminated due to death or disability,
he, or his estate, as applicable, is entitled to the Pro Rata Bonus and his base
salary through the end of the month in which the termination occurs or, in the
event of Mr. Kelley's disability and if later, the date on which payments to him
commence under the Company's long-term disability plan.
All amounts payable to Mr. Kelley in connection with his termination of
employment are conditioned on his execution of a release of claims.
OTHER PAYMENTS. The employment agreement also provides that, subject to
the exception described below, Mr. Kelley is entitled to a gross-up payment to
make him whole, on an after-tax basis, if any excise taxes under Section 4999 of
the Internal Revenue Code of 1986, as amended, are imposed on any payment by the
Company to or for the benefit of Mr. Kelley. However, if it is determined that
Mr. Kelley is entitled to a gross-up payment but that the aggregate value of
amounts payable to Mr. Kelley do not exceed 105% of the greatest amount that
could be paid to Mr. Kelley so that the receipt of such payments would not give
rise to an excise tax under Code Section 4999 (the "Reduced Amount"), then no
gross-up payment shall be made to Mr. Kelley, and the payments, in the
aggregate, will be reduced to the Reduced Amount.
RESTRICTIVE COVENANTS. During Mr. Kelley's employment and for 18 months
thereafter, Mr. Kelley is restricted from (i) engaging in activities that are
competitive with Company business, (ii) soliciting or hiring employees, (iii)
soliciting Company customers, suppliers, licensees, or other business relations
to cease doing business with the Company, and (iv) interfering in Company
relationships with its customers, suppliers, licensees, or other business
relations. Mr. Kelley is also bound by standard obligations not to disclose
Company confidential information.
NON QUALIFIED STOCK OPTION AGREEMENT
On the Effective Date, the Company entered into a non qualified stock
option agreement with Mr. Kelley, pursuant to which the Company granted Mr.
Kelley, options to purchase 300,000 shares of Company common stock. The options
consist of a "Time Option" to purchase 100,000 shares of stock, and a
"Performance Option" to purchase 200,000 shares of stock. The options were
granted on the Effective Date under the Company's 2003 Stock Option Plan for
Directors and Executive and Key Employees. The options were granted at "fair
market value."
Subject to Mr. Kelley's continued employment, the Time Option vests and
becomes exercisable over three years in three equal installments on the last day
of each of the Company's fiscal years 2005, 2006, and 2007. Subject to Mr.
Kelley's continued employment, the Performance Option vests and becomes
exercisable with respect to one-third of the shares covered by the Performance
Option on the last day of each of the Company's fiscal years 2005, 2006, and
2007, but only if the average daily closing share price of the Company common
stock
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during the last quarter of such fiscal year equals or exceeds the "Share Price
Target" for such fiscal year. The Share Price Targets for fiscal years 2005,
2006, and 2007 are $9.50, $12.00, and $14.50, respectively. The Performance
Option includes a cumulative catch-up feature, so that, to the extent any shares
do not vest with respect to a fiscal year because the Share Price Target for
such fiscal year is not met, such shares may vest and become exercisable in a
subsequent fiscal year if the Share Price Target for such subsequent fiscal year
is met. However, any shares that are not vested and exercisable as of the end of
fiscal year 2007 shall be immediately terminated and canceled.
No portion of the option will vest or become exercisable following
termination of Mr. Kelley's employment. In addition, the option becomes
immediately vested and exercisable as to 100% of the shares subject to the
option immediately prior to a Change in Control (as defined in Mr. Kelley's
employment agreement), but only to the extent that the option has not otherwise
terminated or vested.
RESTRICTED STOCK AWARD AGREEMENT
On the Effective Date, the Company entered into a restricted stock
award agreement with Mr. Kelley (the "RSA Agreement"), pursuant to which Mr.
Kelley was granted 100,000 restricted shares of Company common stock, for which
he paid par value. The restricted stock is subject to transfer and forfeiture
restrictions set forth in the RSA Agreement and will be subject to the terms of
a new Stock Award Plan to be established by the Company and put to the Company's
shareholders for approval, including any transfer and forfeiture restrictions
included therein. If the Company fails to adopt the Stock Award Plan or if
Company shareholders fail to approve the plan at the next scheduled
shareholders' meeting, the restricted stock will be forfeited and the RSA
Agreement will be null and void.
Subject to Mr. Kelley's continued employment, one-third of the shares
of restricted stock (the "RS Vesting Portion") vest on the last day of each of
the Company's fiscal years 2005, 2006, and 2007, subject to the Company's
attainment of 100% of the performance target for such fiscal year (which target
shall be identical to the target for such year under the Company's executive
bonus plan described above), provided that, if the Company attains or exceeds
90% of the performance target for a fiscal year, but less than 100% of such
target, then 50% of the RS Vesting Portion will vest in respect of such fiscal
year on the applicable vesting date. To the extent that any shares do not vest
on the applicable vesting date, those shares are forfeited.
No share of restricted stock vests following termination of Mr.
Kelley's employment. In addition, upon a Change in Control (as defined in Mr.
Kelley's employment agreement), and provided Mr. Kelley remains employed with
the Company upon such Change in Control, 100% of the restricted stock award
shall, to the extent not then vested and not previously forfeited, immediately
become fully vested, and all restrictions on such restricted stock shall lapse.
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ITEM 5.02. DEPARTURE OF DIRECTORS OF PRINCIPAL OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF PRINCIPAL OFFICERS.
(b)
On June 23, 2004, the Company announced that Michael R. Gallagher, its
Chief Executive Officer, intended to retire. Pursuant to the terms of Mr.
Gallagher's retirement agreement, which provides that his retirement as Chief
Executive Officer and director will be effective as of the date the Board of
Directors of the Company appoints a successor Chief Executive Officer and such
successor Chief Executive Officer commences employment with the Company, Mr.
Gallagher's retirement as Chief Executive Officer and director was effective as
of October 2, 2004.
(c) (d)
The Company appointed Neil P. DeFeo, age 58, as its President and Chief
Executive Officer and as a director of the Company, effective October 2, 2004.
The press release issued by the Company announcing this appointment is attached
as Exhibit 99.1 to this report.
Mr. DeFeo was Chairman and Chief Executive Officer of Remington
Products Company from January 1997 until it was acquired in September 2003.
During the last year, Mr. DeFeo has been a senior advisor to Vestar Capital
Partners, the firm that controlled Remington prior to its sale. He serves on the
Board of Directors for American Woodmark Corporation, Cluett American Group (a
Vestar company), Driscoll Strawberry Associates, Inc. and Rayovac Corporation.
The following is a description of the material terms of certain
agreements entered into between the Company and Mr. DeFeo.
EMPLOYMENT AGREEMENT
The Company entered into an employment agreement with Neil P. DeFeo
pursuant to which Mr. DeFeo serves as the Company's President and Chief
Executive Officer and as a member of the Company's board of directors. The term
of the employment agreement began October 2, 2004 (the "Effective Date") and
continues until the later of (i) December 29, 2007 and (ii) the last day of the
Company's fiscal year ending during 2007, after which the term is automatically
extended for additional one-year periods unless either party gives the other 180
days' notice of non-renewal.
ANNUAL BASE SALARY. Mr. DeFeo is entitled to an annualized base salary
of $825,000 for fiscal years 2004 and 2005. The base salary may be increased for
fiscal years following 2005. Base salary may not be decreased at any time.
ANNUAL CASH BONUS. Mr. DeFeo is eligible for an annual cash bonus based
on Company performance. For the 2004 fiscal year, the annual bonus, if
applicable, will be in an amount determined by the compensation committee of the
Company's board of directors, in its discretion.
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For fiscal years following 2004, the bonus will be payable under an
executive bonus plan to be adopted by the Company and submitted to Company
shareholders for approval. If the executive bonus plan is not adopted by the
Company or approved by shareholders, no bonus will be payable to Mr. DeFeo, and
Mr. DeFeo will have the right to terminate his employment for Good Reason (as
defined in the employment agreement) and collect severance, as described below.
The employment agreement provides that Company performance targets will be set
annually by the compensation committee.
Mr. DeFeo's bonus is determined by Company performance against targets
ranging from 50% of base salary for reaching a minimum of 90% of the target,
increasing to 100% of base salary for reaching 100% of the target, and
increasing to a maximum of 500% of base salary for reaching above 100% of the
target. However, the portion of the bonus, if any, that is in excess of 200% of
base salary will not be deemed earned until the last day of the fiscal year
following the fiscal year to which the excess portion relates, and will only be
earned and payable if the Company's performance for such subsequent fiscal year
is at least 90% of the performance for the fiscal year for which the excess
bonus was calculated. If the Company's performance is less than 90% of the
target, Mr. DeFeo is not eligible for a bonus.
WELFARE, RETIREMENT AND FRINGE BENEFITS. Mr. DeFeo is entitled to
pension, welfare, tax-deferred savings, and other retirement benefits on terms
no less favorable than those available to other Company senior executives. He is
also entitled to certain fringe benefits described in the employment agreement.
EQUITY AWARDS AND PAYMENTS IN CONNECTION WITH MR. DEFEO'S COMMENCEMENT
OF EMPLOYMENT. On the Effective Date, the Company granted Mr. DeFeo options to
purchase 1,531,421 shares of Company common stock pursuant to the Company's 2003
Stock Option Plan for Directors and Executive and Key Employees and 612,568
shares of restricted stock, for which Mr. DeFeo paid a per share purchase price
equal to $0.01, which is the par value of the Company common stock. The
restricted stock award will be forfeited if the Company fails to adopt a stock
award plan that will govern the award or if such plan fails to be approved by
shareholders. If such events occur, Mr. DeFeo will have the right to terminate
his employment for Good Reason and collect severance, as described below. The
terms of the option and restricted stock awards are described more fully below.
In addition, Mr. DeFeo is entitled to a one-time payment of $200,000, payable
within five days after the Effective Date, to cover expenses associated with the
wind-down of Mr. DeFeo's current office in Westport, Connecticut.
CHANGE IN CONTROL STOCK AWARD. The employment agreement provides that
Mr. DeFeo is entitled to a one-time award of unrestricted shares of Company
common stock if generally a Change in Control (as defined in the employment
agreement) occurs on or prior to the later of December 29, 2007 and the last day
of the Company's fiscal year ending during 2007). The award would represent 1%
of the outstanding Company common stock on the date of grant and
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would be granted immediately prior to the Change in Control. Mr. DeFeo must be
employed on the date of the Change in Control to receive the stock award.
SEVERANCE PAYMENTS AND BENEFITS. If Mr. DeFeo's employment is
terminated by the Company without Cause (as defined in the employment agreement)
or by Mr. DeFeo for Good Reason, then Mr. DeFeo is entitled to receive: (i) his
annual cash bonus, at 100% target, pro-rated through the date of termination
(the "Pro-Rata Bonus"), (ii) any excess bonus carried over from a previous
fiscal year, provided that Company performance for the fiscal year of
termination is at least 90% of Company performance for the prior fiscal year
(the "Severance Excess Bonus"); (iii) continued medical and dental coverage for
18 months after termination or, if earlier, until Mr. DeFeo is eligible for
comparable benefits from any other source; and (iv) an amount, payable over the
18-month period following the termination, equal to (A) 18 months of Mr. DeFeo's
base salary, plus (B) the product of 1.5 and Mr. DeFeo's Average Bonus (as
defined below). The payments and benefits described in clauses (iii) and (iv) of
the previous sentence are conditioned on Mr. DeFeo's continued compliance with
the non-disclosure, non-competition, and non-solicitation covenants in the
employment agreement. If Mr. DeFeo's employment is terminated by the Company
without Cause or by Mr. DeFeo for Good Reason within one year following a Change
in Control, in lieu of receiving the amounts set forth in clause (iv) above, Mr.
DeFeo is entitled to receive a lump sum payment equal to the sum of (A) 36
months of his base salary and (B) the product of three and the Average Bonus.
The Average Bonus means (i) for a termination in fiscal year 2004, zero; (ii)
for a termination in fiscal year 2005, the target bonus for such year; (iii) for
a termination in fiscal year 2006, the bonus actually paid to Mr. DeFeo for
fiscal year 2005; and (iv) for a termination during a fiscal year subsequent to
fiscal year 2005, the average of the bonuses paid to Mr. DeFeo in the two fiscal
years preceding termination.
If Mr. DeFeo's employment is terminated due to death or disability, he,
or his estate, as applicable, is entitled to the Pro Rata Bonus, the Severance
Excess Bonus, and to the base salary through the end of the month in which the
termination occurs or, in the event of Mr. DeFeo's disability and if later, the
date on which payments to him commence under the Company's long-term disability
plan.
All amounts payable to Mr. DeFeo in connection with his termination of
employment are conditioned on the parties' execution of a release of claims.
OTHER PAYMENTS. The employment agreement also provides that, subject to
the exception described below, Mr. DeFeo is entitled to a gross-up payment to
make him whole, on an after-tax basis, if any excise taxes under Section 4999 of
the Internal Revenue Code of 1986, as amended, are imposed on any payment by the
Company to or for the benefit of Mr. DeFeo. However, if it is determined that
Mr. DeFeo is entitled to a gross-up payment but that the aggregate value of
amounts payable to Mr. DeFeo do not exceed 105% of the greatest amount that
could be paid to Mr. DeFeo so that the receipt of such payments would not give
rise to an excise tax under Code Section 4999 (the "Reduced Amount"), then no
gross-up payment shall be made to Mr. DeFeo, and the payments, in the aggregate,
will be reduced to the Reduced Amount.
NON QUALIFIED STOCK OPTION AGREEMENT
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On the Effective Date, the Company entered into a non qualified stock
option agreement with Mr. DeFeo, pursuant to which the Company granted Mr.
DeFeo, options to purchase 1,531,421 shares of Company common stock. The options
consist of a "Time Option" to purchase 612,568 shares of stock, and a
"Performance Option" to purchase 918,853 shares of stock. The options were
granted on the Effective Date under the Company's 2003 Stock Option Plan for
Directors and Executive and Key Employees. The options were granted at "fair
market value."
Subject to Mr. DeFeo's continued employment, the Time Option vests and
becomes exercisable over three years in three equal installments on the last day
of each of the Company's fiscal years 2005, 2006, and 2007. Subject to Mr.
DeFeo's continued employment, the Performance Option vests and becomes
exercisable with respect to one-third of the shares covered by the Performance
Option on the last day of each of the Company's fiscal years 2005, 2006, and
2007, but only if the average daily closing share price of the Company common
stock during the last quarter of such fiscal year equals or exceeds the "Share
Price Target" for such fiscal year. The Share Price Targets for fiscal years
2005, 2006, and 2007 are $9.50, $12.00, and $14.50, respectively. The
Performance Option includes a cumulative catch-up feature, so that, to the
extent any shares do not vest with respect to a fiscal year because the Share
Price Target for such fiscal year is not met, such shares may vest and become
exercisable in a subsequent fiscal year if the Share Price Target for such
subsequent fiscal year is met. However, any shares that are not vested and
exercisable as of the end of fiscal year 2007 shall be immediately terminated
and canceled.
No portion of the option will vest or becomes exercisable following
termination of Mr. DeFeo's employment. In addition, the option becomes
immediately vested and exercisable as to 100% of the shares subject to the
option immediately prior to a Change in Control (as defined in Mr. DeFeo's
employment agreement), but only to the extent that the option has not otherwise
terminated or vested.
RESTRICTED STOCK AWARD AGREEMENT
On the Effective Date, the Company entered into a restricted stock
award agreement with Mr. DeFeo (the "RSA Agreement"), pursuant to which Mr.
DeFeo was granted 612,568 restricted shares of Company common stock, for which
he paid par value. The restricted stock is subject to transfer and forfeiture
restrictions set forth in the RSA Agreement and will be subject to the terms of
a new Stock Award Plan to be established by the Company and put to the Company's
shareholders for approval, including any transfer and forfeiture restrictions
included therein. If the Company fails to adopt the Stock Award Plan or if
Company shareholders fail to approve the plan at the next scheduled
shareholders' meeting, the restricted stock will be forfeited and the RSA
Agreement will be null and void.
Subject to Mr. DeFeo's continued employment, one-third of the shares of
restricted stock (the "RS Vesting Portion") vest on the last day of each of the
Company's fiscal years 2005, 2006, and 2007, subject to the Company's attainment
of 100% of the performance target for such fiscal year (which target shall be
identical to the target for such year under the Company's executive bonus plan
described above), provided that, if the Company attains or exceeds 90% of the
performance target for a fiscal year, but less than 100% of such target, then
50% of the RS
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Vesting Portion will vest in respect of such fiscal year on the applicable
vesting date. To the extent that any shares do not vest on the applicable
vesting date, those shares are forfeited.
No share of restricted stock vests following termination of his
employment. In addition, upon a Change in Control (as defined in Mr. DeFeo's
employment agreement), and provided Mr. DeFeo remains employed with the Company
upon such Change in Control, 100% of the restricted stock award shall, to the
extent not then vested and not previously forfeited, immediately become fully
vested, and all restrictions on such restricted stock shall lapse.
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Press release of the Company, dated October 4, 2004.
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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.
Date: October 7, 2004 PLAYTEX PRODUCTS, INC.
By: /s/ Glenn A. Forbes
-----------------------------------
Name: Glenn A. Forbes
Title: Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
EXHIBIT DESCRIPTION
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99.1 Press release of Playtex Products, Inc., dated October 4, 2004.
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