-----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, L0yvH4qKSoWaTom1/sTELTe3H9B/7mKEw46TKoLFmLrbiIcrfvwK7GPoOtYUNlJg e8XBJUKJLIHdnzBzyukoqQ== 0000950142-98-000431.txt : 19980610 0000950142-98-000431.hdr.sgml : 19980610 ACCESSION NUMBER: 0000950142-98-000431 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 4 FILED AS OF DATE: 19980609 SROS: NYSE GROUP MEMBERS: HAAS ROBERT B GROUP MEMBERS: HWH CAPITAL PARTNERS, L.P. GROUP MEMBERS: HWH INCORPORATED GROUP MEMBERS: HWH SURPLUS VALENTINE PARTNERS, L.P. GROUP MEMBERS: HWH VALENTINE INCORPORATED GROUP MEMBERS: HWH VALENTINE PARTNERS, L.P. GROUP MEMBERS: HWH VALENTINE, L.P. GROUP MEMBERS: HWH, L.P. GROUP MEMBERS: ROBERT B. HAAS SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: PLAYTEX PRODUCTS INC CENTRAL INDEX KEY: 0000842699 STANDARD INDUSTRIAL CLASSIFICATION: APPAREL & OTHER FINISHED PRODS OF FABRICS & SIMILAR MATERIAL [2300] IRS NUMBER: 510312772 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-45603 FILM NUMBER: 98644820 BUSINESS ADDRESS: STREET 1: 300 NYALA FARMS RD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2033414000 MAIL ADDRESS: STREET 1: 300 NYALA FARMS ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER COMPANY: FORMER CONFORMED NAME: PLAYTEX FP GROUP INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HAAS ROBERT B CENTRAL INDEX KEY: 0000903911 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1285 AVE OF AMERICAS CITY: NEW YORK STATE: NY ZIP: 10019 MAIL ADDRESS: CITY: DALLAS STATE: TX ZIP: 75201 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (AMENDMENT NO. 1) ----------------------- PLAYTEX PRODUCTS, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 72813P 100 (CUSIP Number) ----------------------- ROBERT B. HAAS C/O HAAS WHEAT & PARTNERS INCORPORATED 300 CRESCENT COURT, SUITE 1700 DALLAS, TEXAS 75201 TEL. NO.: (214) 871-8300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- June 1, 1998 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. Page 1 of 33 Pages SCHEDULE 13D CUSIP No. 72813P 100 Page 2 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Capital Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 8,055,555 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 8,055,555 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,055,555 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 3 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Valentine Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 9,028,482 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 9,028,482 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,028,482 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 4 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Surplus Valentine Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF - 0 - SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER - 0 - 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,915,963 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 4.9% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 5 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 8,055,555 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 8,055,555 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,055,555 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 6 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Valentine, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 9,028,482 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER 9,028,482 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,944,445 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 7 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 8,055,555 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 8,055,555 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,055,555 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 13.4% 14 TYPE OF REPORTING PERSON IV SCHEDULE 13D CUSIP No. 72813P 100 Page 8 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Valentine Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 9,028,482 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER 9,028,482 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,944,445 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.0% 14 TYPE OF REPORTING PERSON IV SCHEDULE 13D CUSIP No. 72813P 100 Page 9 of 33 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert B. Haas 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 17,084,037 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER 17,084,037 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 33.2% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 72813P 100 Page 10 of 33 Pages ---------- This Amendment No. 1 (the "Current Statement") amends and supplements the information supplied by the Reporting Parties (defined herein) with respect to the information in Items 4 and 6, which was included in the initial filing of a Statement on Schedule 13D dated June 6, 1995 (the "Initial Statement") with respect to common stock, par value $.01 per share, of Playtex Products, Inc. on behalf of the Reporting Parties. The information contained in this Current Statement is hereby incorporated by reference as if set forth in its entirety herein. Pursuant to Rule 13d 2(c) of the Securities Exchange Act of 1934, as amended, the entire text of the Current Statement is being restated herein, although previously filed paper exhibits are incorporated by reference. The previously filed information supplied in the Current Statement has not been retroactively adjusted to reflect stock splits, reverse stock splits or other similar changes to the outstanding common stock. Item 1. Security and Issuer. The Initial Statement reported Item 1 as follows: This Schedule relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of Playtex Products, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 300 Nyala Farms Road, Westport, Connecticut 06880. Item 2. Identity and Background. The Initial Statement reported Item 2 as follows: (a), (b), (c) and (f). The names and addresses of the persons filing this Schedule are as follows: HWH Capital Partners, L.P. ("HWHCP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH Valentine Partners, L.P. ("HWHVP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH Surplus Valentine Partners, L.P. ("HWHSVP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; SCHEDULE 13D CUSIP No. 72813P 100 Page 11 of 33 Pages ---------- HWH, L.P. ("HWHLP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHCP; HWH Valentine, L.P. ("HWHV"), a Delaware limited partnership, the general partner of HWHVP and HWHSVP, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHVP and HWHSVP; HWH Incorporated ("HWHI"), a Delaware corporation, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHLP; HWH Valentine Incorporated ("HWHVI"), a Delaware corporation, the general partner of HWHV, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHV; and Robert B. Haas and Douglas D. Wheat are the sole stockholders of HWHI. Robert B. Haas and Douglas D. Wheat are the sole stockholders of HWHVI. The sole general partner of HWHCP, HWHVP, and HWHSVP, is HWHLP, HWHV and HWHV, respectively, and the sole general partner of each of such limited partnerships is HWHI, HWHVI and HWHVI, respectively, each of which is a corporation controlled by Mr. Haas. Information is response to Items (a) through (c) and (f) with respect to Messrs. Haas, Wheat and Harrison is set forth in Appendix I, attached hereto and incorporated by reference herein. The above named persons are sometimes referred to as the "Reporting Parties." HWHCP, HWHVP, and HWHSVP are referred to collectively, as the "Investors." (d) and (e). None of the Reporting Parties has, during the last five years, been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. SCHEDULE 13D CUSIP No. 72813P 100 Page 12 of 33 Pages ---------- Item 2 is hereby amended as follows: (a), (b), (c) and (f). The names and addresses of the persons filing this Schedule are as follows: HWH Capital Partners, L.P. ("HWHCP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Associates Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH Valentine Partners, L.P. ("HWHVP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Associates Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH Surplus Valentine Partners, L.P. ("HWHSVP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Associates Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH, L.P. ("HWHLP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Associates Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHCP; HWH Valentine, L.P. ("HWHV"), a Delaware limited partnership, the general partner of HWHVP and HWHSVP, whose address is c/o Haas Wheat & Associates Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHVP and HWHSVP; HWH Incorporated ("HWHI"), a Delaware corporation, whose address is c/o Haas Wheat & Associates Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHLP; HWH Valentine Incorporated ("HWHVI"), a Delaware corporation, the general partner of HWHV, whose address is c/o Haas Wheat & Associates Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHV; and Robert B. Haas and Douglas D. Wheat are the sole stockholders of HWHI. Robert B. Haas and Douglas D. Wheat are the sole stockholders of HWHVI. The sole general partner of HWHCP, HWHVP, and HWHSVP, SCHEDULE 13D CUSIP No. 72813P 100 Page 13 of 33 Pages ---------- is HWHLP, HWHV and HWHV, respectively, and the sole general partner of each of such limited partnerships is HWHI, HWHVI and HWHVI, respectively, each of which is a corporation controlled by Mr. Haas. Information is response to Items (a) through (c) and (f) with respect to Messrs. Haas and Wheat is set forth in Appendix I, attached hereto and incorporated by reference herein. The above named persons are sometimes referred to as the "Reporting Parties." HWHCP, HWHVP, and HWHSVP are referred to collectively, as the "Investors." (d) and (e). None of the Reporting Parties has, during the last five years, been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. Item 3. Source and Amount of Funds or Other Consideration The Initial Statement reported item 3 as follows: Pursuant to the Stock Purchase Agreement (a copy of which is attached hereto as Exhibit 1), dated as of March 17, 1995 (the "Stock Purchase Agreement"), among the Company and the Investors, the Company issued, and the Investors acquired from the Company, an aggregate of 20,000,000 shares of Common Stock for an aggregate purchase price (the "Purchase Price") of $180,000,000, upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. The funds used by the Investors to pay the Purchase Price were obtained by the Investors from capital contributions made by its partners pursuant to their capital commitments. Item 3 is hereby amended as follows: The Current Filing is not being made in order to report an acquisition or disposition of shares, but instead to report changes to existing contractual relationships with the Company with respect to (i) Amendment No. 1, dated as of June 1, 1998 ("Amendment No. 1"), by and among the Company and the Investors, to the Stock Purchase Agreement ("Stock Purchase Agreement"), dated as of March 17, 1995, among the Company and the Investors, and (ii) the First Amended and Restated Registration Rights Agreement ("Amended Registration Rights Agreement") among the Company and the Investors. SCHEDULE 13D CUSIP No. 72813P 100 Page 14 of 33 Pages ---------- Item 4. Purpose of the Transaction. The Initial Statement reported item 4 as follows: The Investors have acquired the Shares for the purposes of making a significant investment in the Company, obtaining the right to nominate a simple majority of the Company's Board of Directors and exercising the rights contained in the agreements referred to in the next sentence. The Stock Purchase Agreement, the Registration Rights Agreement, dated as of March 17, 1995 (the "Registration Rights Agreement"), among the Company and the Investors, and the Voting and Disposition of Securities Agreement, dated as of June 6, 1995 (the "Securities Agreement") between HWHV and Phemus Corporation, the sole limited partner of HWHSVP ("Phemus"), which are attached hereto as Exhibits 1, 2 and 3, respectively, and which are incorporated herein by reference, contain, among other things, certain provisions which relate to (i) the acquisition and disposition of securities of the Company, (ii) a change in the present board of directors of the Company, including a change in the nomination procedures with respect to directors of the Company and (iii) a change in the Company's capitalization. These provisions are described in greater detail in "Item 6 - Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer". Except as described above and in the Stock Purchase Agreement and as set forth above in the immediately preceding paragraph, no Reporting person has any intention, plan or proposal with respect to: (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered SCHEDULE 13D CUSIP No. 72813P 100 Page 15 of 33 Pages ---------- closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. Each of the Reporting Parties, however, may, at any time and from time to time, and reserves the right to, subject to the provisions of the Stock Purchase Agreement, acquire additional securities of the Company, dispose of any such securities of the Company or formulate other plans or proposals regarding the Company or its securities, to the extent deemed advisable by such Reporting Party in light of its general investment policies, market conditions or other factors. Item 4 is amended as follows: The purpose of the Current Statement is solely to report changes as explained above to certain agreements. Copies of Amendment No. 1 and the Amended Registration Rights Agreement are attached hereto as Exhibits 1A and 2A, respectively, and are incorporated herein by reference. These changes are described in greater detail in "Item 6 - Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer". Item 5. Interest in Securities of the Issuer. The Initial Statement reported item 5 as follows: (a) and (b). The aggregate percentage of shares of Common Stock reported owned by each person herein is based upon the information contained in the Company's Proxy Statement dated April 25, 1995 and the representations and warranties contained in, and the consummation of the transactions contemplated by, the Stock Purchase Agreement. SCHEDULE 13D CUSIP No. 72813P 100 Page 16 of 33 Pages ---------- As of the close of business on June 6, 1995: Name of Reporting Party: HWH CAPITAL PARTNERS, L.P. (a) Aggregate Number of Securities Owned 8,055,555 Percentage 15.8% (b) 1. Sole power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 8,055,555 4. Shared power to dispose of or to direct the disposition - 0 - HWH VALENTINE PARTNERS, L.P. (a) Aggregate Number of Securities Owned 9,028,482 Percentage 17.7% (b) 1. Sole power to vote or to direct the vote 9,028,482 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 9,028,482 4. Shared power to dispose of or to direct the disposition - 0 - HWH SURPLUS VALENTINE PARTNERS, L.P. SCHEDULE 13D CUSIP No. 72813P 100 Page 17 of 33 Pages ---------- (a) Aggregate Number of Securities Owned 2,915,963 Percentage 5.7% (b) 1. Sole power to vote or to direct the vote - 0 - 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition - 0 - 4. Shared power to dispose of or to direct the disposition 2,915,963 HWH, L.P. (a) Aggregate Number of Securities Owned 8,055,555 (b) Percentage 15.8% 1. Sole power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 8,055,555 4. Shared power to direct the disposition - 0 - SCHEDULE 13D CUSIP No. 72813P 100 Page 18 of 33 Pages ---------- HWH VALENTINE, L.P. (a) Aggregate Number of Securities Owned 11,944,445 (b) Percentage 23.9% 1. Sole power to vote or to direct the vote 9,028,482 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition 9,028,482 4. Shared power to direct the disposition 2,915,963 HWH INCORPORATED (a) Aggregate Number of Securities Owned 8,055,555 (b) Percentage 15.8% 1. Sole Power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the dispositions 8,055,555 4. Shared power to direct the disposition - 0 - HWH VALENTINE INCORPORATED (a) Aggregate Number of Securities Owned 11,944,445 (b) Percentage 23.9% 1. Sole power to vote or to direct the vote 9,028,482 SCHEDULE 13D CUSIP No. 72813P 100 Page 19 of 33 Pages ---------- 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the dispositions 9,028,482 4. Shared power to direct the disposition 2,915,963 ROBERT B. HAAS (a) Aggregate Number of Securities Owned 20,000,000 (b) Percentage 39.3% 1. Sole power to vote or to direct the vote 17,084,037 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition 17,084,037 4. Shared power to direct the disposition 2,915,963 (c). As a result of the arrangements described herein, certain Reporting Parties may be deemed pursuant to Rule 13d-5(b)(1) to be members of a "group" with other Reporting Parties. Under Rule 13d-5(b)(1), each member of a group is deemed to have acquired beneficial ownership of all of the equity securities of the Company that are beneficially owned by the other members of the group. However, each of the Reporting Parties disclaims beneficial ownership of the Common Stock beneficially owned by the other Reporting Parties, other than the Shares reported in this Schedule as being beneficially owned by such Reporting Party. Except as set forth above, no Reporting Party nor, to the best knowledge of each Reporting Party, any person identified on Appendix I, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. (d). To the best knowledge of the Reporting Parties, no person other than the Reporting Parties has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. SCHEDULE 13D CUSIP No. 72813P 100 Page 20 of 33 Pages ---------- (e). Not applicable. Item 5 is hereby amended as follows: (a) and (b). The aggregate percentage of shares of Common Stock reported owned by each person herein is based upon the information contained in the Company's Proxy Statement dated April 22, 1998 and the representations and warranties contained in, and the consummation of the transactions contemplated by, the Stock Purchase Agreement. As of the close of business on June 1, 1998: Name of Reporting Party: HWH CAPITAL PARTNERS, L.P. (a) Aggregate Number of Securities Owned 8,055,555 Percentage 13.4% (b) 1. Sole power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 8,055,555 4. Shared power to dispose of or to direct the disposition - 0 - HWH VALENTINE PARTNERS, L.P. (a) Aggregate Number of Securities Owned 9,028,482 Percentage 15.0% (b) 1. Sole power to vote or to direct the vote 9,028,482 2. Shared power to vote or to direct the vote - 0 - SCHEDULE 13D CUSIP No. 72813P 100 Page 21 of 33 Pages ---------- 3. Sole power to dispose or to direct the disposition 9,028,482 4. Shared power to dispose of or to direct the disposition - 0 - HWH SURPLUS VALENTINE PARTNERS, L.P. (a) Aggregate Number of Securities Owned 2,915,963 Percentage 4.9% (b) 1. Sole power to vote or to direct the vote - 0 - 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition - 0 - 4. Shared power to dispose of or to direct the disposition 2,915,963 HWH, L.P. (a) Aggregate Number of Securities Owned 8,055,555 (b) Percentage 13.4% 1. Sole power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 8,055,555 4. Shared power to direct the disposition - 0 - SCHEDULE 13D CUSIP No. 72813P 100 Page 22 of 33 Pages ---------- HWH VALENTINE, L.P. (a) Aggregate Number of Securities Owned 11,944,445 (b) Percentage 15.0% 1. Sole power to vote or to direct the vote 9,028,482 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition 9,028,482 4. Shared power to direct the disposition 2,915,963 HWH INCORPORATED (a) Aggregate Number of Securities Owned 8,055,555 (b) Percentage 13.4% 1. Sole Power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the dispositions 8,055,555 4. Shared power to direct the disposition - 0 - HWH VALENTINE INCORPORATED (a) Aggregate Number of Securities Owned 11,944,445 (b) Percentage 15.0% 1. Sole power to vote or to direct the vote 9,028,482 SCHEDULE 13D CUSIP No. 72813P 100 Page 23 of 33 Pages ---------- 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the dispositions 9,028,482 4. Shared power to direct the disposition 2,915,963 ROBERT B. HAAS (a) Aggregate Number of Securities Owned 20,000,000 (b) Percentage 33.2% 1. Sole power to vote or to direct the vote 17,084,037 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition 17,084,037 4. Shared power to direct the disposition 2,915,963 Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer The Initial Statement reported item 6 as follows: STOCK PURCHASE AGREEMENT The following is a summary of certain provisions of the Stock Purchase Agreement, a copy of which is attached as Exhibit 1 hereto and is incorporated herein by reference. This summary is qualified in its entirety by reference to the Stock Purchase Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Stock Purchase Agreement. TRANSFER RESTRICTIONS. The Investors have agreed that they will not transfer the Shares except pursuant to an effective registration statement or an applicable exemption from registration under the Securities Act, and that, during the period (the "Restricted Period") ending on the earliest to occur of: (i) December 31, 1997, (ii) the date SCHEDULE 13D CUSIP No. 72813P 100 Page 24 of 33 Pages ---------- on which the Investors, any of their respective affiliates and any Persons in a 13D Group (any partnership, limited partnership, syndicate or other "group" as such term is used in Section 13(d)(3) of the Exchange Act) with such Persons cease to beneficially own in the aggregate securities entitled to vote generally in the election of directors, or securities convertible into or exercisable or exchangeable for such securities ("Voting Securities") representing at least 10% of the Voting Securities of the Company, (iii) the acquisition by any Person or 13D Group (other than the Investors and their respective affiliates or any transferee thereof) of beneficial ownership of Voting Securities representing the greater of 25% or the percentage of Voting Securities beneficially owned by the Investors, their affiliates and any other Persons in a 13D Group with such Persons minus 10%, (iv) the sale of substantially all of the Common Stock of the Company or all or substantially all of the assets of the Company or its subsidiaries, taken as a whole, through a stock purchase agreement, merger or other business combination, (v) the occurrence of any of the following: (a) the slate of directors actually nominated by the Board of Directors or any committees thereof does not include such number of Investor Designees which, when added to the number of continuing directors who are Investor Designees, equals at least a simple majority of the Board of Directors, (b) any Investor Designee is not elected as a director at any meeting of stockholders or by written consent of the stockholders when such Investor Designee is nominated for election, and sufficient Investor Designees are not added to the Board of Directors such that Investor Designees thereafter constitute at least a simple majority of the Board of Directors, or (c) any Investor Designee becomes unable to serve for any reason during his or her term and is not replaced by an Investor Designee at or before the earlier of the beginning of the next meeting of the Board of Directors or any action to be taken by the Board of Directors by written consent to occur after such event (each of (a), (b) and (c), a "Post-Closing Event"), (vi) the occurrence of a Bankruptcy Event with respect to the Company or any of its subsidiaries having annual revenues of more than $20,000,000, and (vii) a default in the payment of principal or interest when due in respect to indebtedness having an aggregate principal amount in excess of $10,000,000 (except under circumstances where the Company has available funds to make such payment). Notwithstanding the foregoing, the Investors may transfer Shares (i) to their affiliates or limited partners which agree to be bound by the voting and standstill restrictions set forth in the Stock Purchase Agreement, (ii) to an entity which agrees to be bound by such restrictions, to which the transfer has been approved by a majority of the directors who, with respect to such transaction or series of transactions, have no material direct or indirect financial interest in or with respect to such transaction or series of transactions (the "Disinterested Directors"), (iii) to an entity that following such transfer will beneficially own less than 5% of the Common Stock of the Company on a fully diluted basis, (iv) pursuant to Rule 144 under the Securities Act, (v) in a public offering registered under the Securities Act pursuant to which, if such offering is not an underwritten offering, no one entity obtains more than 5% of the Common Stock on a fully diluted basis, or (vi) pursuant to (a) a tender offer commenced by the Company under the circumstances described in the Stock Purchase Agreement, (b) a tender offer for all outstanding shares of common Stock by any Person other than any Investor or any affiliate thereof, or (c) a tender offer or exchange offer by any Person other than an Investor or any SCHEDULE 13D CUSIP No. 72813P 100 Page 25 of 33 Pages ---------- affiliate thereof, in connection with which the Board of Directors (1) recommends that the stockholders of the Company tender their shares of common Stock in such tender or exchange offer or (2) states that it is neutral with respect to such tender or exchange offer. During the Restricted Period, the Investors will not permit any Partnership Change of Control to occur. The Investors may pledge, mortgage, hypothecate or grant a security interest in, or grant participation rights in, the Shares, in each case to a banking institution in a bona fide loan transaction, provided that if any pledgee, mortgagee or holder of such security interest forecloses on the Shares, it may do so only if such pledgee, mortgagee or holder agrees to be bound by the Transfer Restrictions. VOTING OF SHARES. The Investors have agreed that, for up to ten years, so long as Investors beneficially own at least 25% of the outstanding Voting Securities, unless a Post-Closing Event has occurred, the Investors will vote all of their Voting Securities for a Board of Directors that will consist at all times of a simple majority of Investor Designees and the remainder of Non-Investor Designees. See "BY-LAWS AMENDMENT" for a description of the method of nomination of Investor Designees and Non-Investor Designees. STANDSTILL. The Investors have agreed that during the Standstill Period (as defined below), they will not, nor will they permit any of their Affiliates to, acquire, offer to acquire, or agree to acquire, any Voting Securities; PROVIDED, HOWEVER, that the Investors and any of their Affiliates may acquire Voting Securities (i) as a result of a stock split, stock dividend or similar recapitalization of the Company, the consummation of which does not violate the terms of the ownership restriction set forth below, or (ii) so long as the Investors and their Affiliates (together with any other Persons in a 13D Group in which the Investors and their Affiliates are participants) beneficially own no more than 46% of the Voting Securities of the Company. The "Standstill Period" is the period from the date of the closing until the earliest to occur of: (i) the fifth anniversary of the Closing, (ii) the date on which the Investors and their Affiliates (together with any other Persons in a 13D Group in which the Investors and their Affiliates are participants) cease to beneficially own in the aggregate Voting Securities representing at least 10% of the outstanding Voting Securities of the Company, (iii) a Change of Control (as defined below), (iv) the sale of substantially all of the common Stock or all or substantially all of the assets of the Company through a stock purchase agreement, merger or other business combination, (v) a Post-Closing Event, or (vi) a Bankruptcy Event, or defaults in payment of principal or interest when due with respect to money borrowed having an aggregate principal amount in excess of $10,000,000 (except under circumstances where the Company has available funds to make such payment). A "Change of Control" for purposes of the "Standstill Period" is defined as the acquisition by any Person or 13D Group (other than the Investors and their respective Affiliates or any transferee thereof) of beneficial ownership of Voting Securities representing the greater of (i) 25% or (ii) the percentage of the outstanding Voting Securities beneficially owned by the Investors, their Affiliates and any other Persons in a 13D Group with such Persons, minus 10%, or more of the outstanding Voting Securities. SCHEDULE 13D CUSIP No. 72813P 100 Page 26 of 33 Pages ---------- REGISTRATION RIGHTS AGREEMENT The following is a summary of certain provisions of the Registration Rights Agreement, a copy of which is attached as Exhibit 2 hereto and is incorporated herein by reference. This summary is qualified in its entirety by reference to the Registration Rights Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Rights Agreement. Concurrently with the execution of the Stock Purchase Agreement, the Company and the Investors executed the Registration Rights Agreement, which provides that any time after the earlier to occur of the second anniversary of the Closing and the termination of the Restricted Period (as defined in the Stock Purchase Agreement), one or more holders may request registration of their Shares and certain shares issued with respect to any of the Shares by way of a dividend, stock split, recapitalization, merger or similar event (the "Registrable Securities"). Other holders of Registrable Securities may join in the registration. Holders of other securities of the Company having registration rights may participate only under certain circumstances and subject to certain limitations. Underwriters for an underwritten offering will be selected by Selling Holders (as defined in the Registration Rights Agreement) of more than 50% of each class of Registrable Securities to be included in the registration, and must be reasonably acceptable to the Company. The Company will not be required to effect more than four registrations or, except on the determination by the Disinterested Directors that such registrations would not harm the stock price, more than one in any six-month period. The Company is not required to effect a registration statement covering less than 15% of the then-outstanding Registrable Securities. The Company will pay all expenses in connection with the first two such registrations and the holders of Registrable Securities to be included in the offering and the Company will pay all expenses for the latter two pro rata according to the number of Registrable Securities to be included in the offering. If the Company proposes to register any Common Stock (except for registration on Form S-4 or Form S-8), the holders of Registrable Securities will have the opportunity to request inclusion of their Registrable Securities in such registration on a pro rata basis with holders who have existing registration rights. The Company will pay all expenses in connection with such registrations. The Company has generally agreed to use it best efforts to effect such registrations within 90 days after the period within which requests for registration may be given to the Company. The Company has also agreed to enter into an underwriting agreement on customary terms in the case of an underwritten requested registration, and to use its best efforts to arrange for the underwriters to include requesting holders of Registrable Securities if the Company proposes to register securities in an underwritten offering. The Company has the right, in the case of a requested registration, to postpone the filing of any registration statement for a reasonable period, not to exceed 90 days, if in its reasonable judgment such registration would interfere with any financing, acquisition, corporate reorganization or other material transaction. SCHEDULE 13D CUSIP No. 72813P 100 Page 27 of 33 Pages ---------- The Company has agreed to indemnify each seller of Registrable Securities covered by a registration statement and each underwriter in the offering or sale of such Securities and their respective directors, officers, partners, agents and affiliates, against certain liabilities, including liabilities under the Securities Act. SECURITIES AGREEMENT The Securities Agreement, a copy of which is attached as Exhibit 3 hereto and is incorporated herein by reference, provides for the shared voting and dispositive power over the Shares between HWHV and Phemus. This section is qualified in its entirety by reference to the Securities Agreement. BY-LAWS AMENDMENT The Company's stockholders have approved an amendment to the Company's By-Laws (the "By-Laws Amendment"), effective only until the date on which no party is contractually obligated to vote for nominees for director under the Stock Purchase Agreement. See Stock Purchase Agreement; Voting of Shares." The By-Laws Amendment amends the Company's By-Laws to provide that: (i) stockholder nominations for director must be made by written notice, containing certain information, to the Secretary of the Company within ten days after notice of the annual or special meeting, provided that notice shall not be required to be given more than 60 days prior to such meeting; (ii) the Board of Directors will be comprised of an odd number of members from nine to fifteen as determined from time to time by the Board of Directors; (iii) nominations for a simple majority of the Board of Directors to be elected at each annual meeting shall be made by a committee of the Board of Directors (the "Investor Nominating Committee") consisting of Investor Designees, and nominations for the remainder of the Board of directors shall be made by a committee of the Board of Directors (the "Non-Investor Nominating Committee") consisting of members who are Non-Investor Designees, provided that two such Non-Investor Designees must be executive officers of the Company, one of whom will be the chief executive officer, and two must be Unaffiliated Persons (as defined in the By-Law Amendment); and (iv) any amendments to the provisions of the By-Laws described in (i) through (iii) above shall require the affirmative vote of holders of at least two-thirds of the outstanding Common Stock. The above summary of the By-Laws Amendment is qualified in its entirety by reference to the By-Laws Amendment, a copy of which is attached as Exhibit 4 and is incorporated herein by reference. SCHEDULE 13D CUSIP No. 72813P 100 Page 28 of 33 Pages ---------- Item 6 is amended as follows: AMENDMENT NO. 1 The following is a summary of certain new provisions contained in Amendment No. 1, dated as of June 1, 1998 ("Amendment No. 1"), by and among, the Company and the Investors, to the "Stock Purchase Agreement," dated as of March 17, 1995, among the Company and the Investors, a copy of which is attached hereto as Exhibit 2A and is incorporated herein by reference. This summary is qualified in its entirety by reference to Amendment No. 1. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in Amendment No. 1. PREEMPTIVE RIGHTS. The Investors have agreed to amend the Stock Purchase Agreement to provide that after the "Effective Date" (which is defined in Amendment No. 1 as the closing date of a transaction between other stockholders of the Company, pursuant to a Stock Purchase Agreement dated as of June 1, 1998.), subject to a few exceptions enumerated in Section 6.12(c), the Investors shall be granted the right to purchase any voting Securities offered by the Company and its subsidiaries for a proportionate share (based on percentage of ownership of outstanding common stock on a fully diluted basis, but without reference to any of two million (2,000,000) additional shares purchased after the Effective Date) of private offering of common stock for cash. STANDSTILL. Amendment No. 1 deletes Article 7 of the Stock Purchase Agreement entirely and replaces it with a new standstill provision, the effect of which: (i) limits the Investors' acquisition of additional shares after the Effective Date to two million (2,000,000) and (ii) increases the time period during which the restriction applies (from the year 2000 to the year 2003). FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT The following is a summary of certain new provisions contained in the First Amended and Restated Registration Rights Agreement (the "Amended Registration Rights Agreement"), dated as of March 17, 1995, as amended and restated as of June 1, 1998 among the Company and the Investors, a copy of which is attached as Exhibit 3A hereto and is incorporated herein by reference. This summary is qualified in its entirety by reference to the Amended Registration Rights Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Amended Registration Rights Agreement. The Investors' registration rights have been amended and restated solely to make conforming changes in priorities paralleling those registration rights granted to other stockholders of the Company (collectively, the "Other Registration Rights Agreements"). The Amended Registration Rights Agreement will include the following priorities in the event of a cutback: - -------- 1/ SCHEDULE 13D CUSIP No. 72813P 100 Page 29 of 33 Pages ---------- (i) As to demand rights, first priority goes to whichever party made the demand or, if there are more than one requesting parties, pro rata among such parties. Second priority goes to holders of registrable securities exercising incidental rights on a pro rata basis. Third priority goes to securities offered by the Company on its own account. (ii) If all parties to the Other Registration Rights Agreements are exercising incidental rights, they receive priority on a pro rata basis. All other registration rights remain unaffected by the Amended Registration Rights. Item 7. Material to be Filed as Exhibits Each of the following exhibits was originally filed as a paper copy exhibit and is accordingly incorporated by reference. 1. Stock Purchase Agreement. 2. Registration Rights Agreement. 3. Voting and Disposition of Securities Agreement. 4. Form of Amendment to the By-Laws of the Company. 5. Joint Filing Agreement. Item 7 is hereby amended to read as follows: 1. Stock Purchase Agreement.* 1A.Amendment No. 1 to Stock Purchase Agreement. 2. Registration Rights Agreement.* 2A.First Amended and Restated Registration Rights Agreement. 3. Voting and Disposition of Securities Agreement.* 4. Form of Amendment to the By-Laws of the Company.* 5. Joint Filing Agreement* SCHEDULE 13D CUSIP No. 72813P 100 Page 30 of 33 Pages ---------- 6. Initial Statement * Previously Filed SCHEDULE 13D CUSIP No. 72813P 100 Page 31 of 33 Pages ---------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June 6, 1998 HWH CAPITAL PARTNERS, L.P. By: HWH, L.P., its general partner By: HWH Incorporated, its general partner By: /s/ Robert B. Haas ---------------------- Name: Robert B. Haas Title: President HWH VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: /s/ Robert B. Haas ---------------------- Name: Robert B. Haas Title: President HWH SURPLUS VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: /s/ Robert B. Haas ---------------------- Name: Title: SCHEDULE 13D CUSIP No. 72813P 100 Page 32 of 33 Pages ---------- HWH, L.P. By: HWH Incorporated, its general partner By: /s/ Robert B. Haas ---------------------- Name: Robert B. Haas Title: President HWH VALENTINE, L.P. By: HWH Valentine Incorporated, its general partner By: /s/ Robert B. Haas ---------------------- Name: Robert B. Haas Title: President HWH INCORPORATED By: /s/ Robert B. Haas ---------------------- Name: Robert B. Haas Title: President HWH VALENTINE INCORPORATED By: /s/ Robert B. Haas ---------------------- Name: Robert B. Haas Title: President /s/ Robert B. Haas ------------------ Robert B. Haas SCHEDULE 13D CUSIP No. 72813P 100 Page 33 of 33 Pages ---------- APPENDIX I Directors and Executive Officers of HWH Incorporated and HWH Valentine Incorporated ----------------------------------------------- Present Principal Occupation Name and Position and Business Address - ----------------- ---------------------------- Robert B. Haas Private Banker Chairman of the Board c/o Haas Wheat & Partners Incorporated & CEO 300 Crescent Court Suite 1700 Dallas, TX 75201 Douglas D. Wheat Private Banker President & COO c/o Haas Wheat & Partners Incorporated 300 Crescent Court Suite 1700 Dallas, TX 75201 All of the above named individuals are citizens of the United States. EX-1 2 EXHIBIT 1A EXECUTION COPY AMENDMENT NO. 1 Amendment No. 1, dated as of June 1, 1998, by and among PLAYTEX PRODUCTS, INC., a Delaware corporation (the "Company"), HWH CAPITAL PARTNERS, L.P., a Delaware limited partnership ("HWH"), HWH VALENTINE PARTNERS, L.P., a Delaware limited partnership, ("HWHV"), and HWH SURPLUS VALENTINE PARTNERS, L.P., a Delaware limited partnership ("HWHSV" and, together with HWH and HWHV, the "Purchasers"), to the Stock Purchase Agreement ("Agreement"), dated as of March 17, 1995, among the Company and the Purchasers. WHEREAS, there is a Stock Purchase Agreement dated as of June 1, 1998 (the "Purchase Agreement") between RCBA Playtex, L.P. ("Blum") and J.W. Childs Equity Partners, L.P. ("Childs LP"), pursuant to which Blum has agreed to purchase 6,000,000 shares of the Company's common stock, par value $.01 from Childs LP; and WHEREAS, the parties to the Agreement wish to amend the Agreement as set forth herein. NOW, THEREFORE, the Company and the Purchasers agree as follows: 1. Effectiveness. The Agreement, as amended, herein, shall be effective upon (and only upon) the Closing (as defined in the Purchase Agreement, and hereinafter referred to as the "Effective Date"). In the event the Purchase Agreement is terminated, this Agreement shall be deemed not to have been so amended and 2 restated and shall remain in full force and effect in the form it existed immediately prior to the date hereof. 2. Amendment to Article 6 of the Agreement. Article 6 of the Agreement shall be amended by adding at the end thereof the following: 6.12 Preemptive Rights. (a) From and after the Effective Date, except as provided below, the Company shall not issue, sell or transfer or allow any of its subsidiaries to issue, sell or transfer any Voting Securities (the "Offered Securities") unless the Purchasers are offered in writing the right to purchase, at the same price or on the same terms proposed to be issued and sold, a portion of the Offered Securities (the "Stated Percentage") equal to the product of (i) the total number of Offered Securities multiplied by (ii) a fraction, the numerator of which is the lesser of (x) 20,000,000 or (y) the number of Voting Securities then owned by the Purchasers and the denominator of which is the total number of the then outstanding shares of Common Stock, computed on a fully diluted basis (the "Preemptive Rights"). If the Offered Securities are being issued in connection with the issuance of any other securities, or incurrence of any debt, by the Company ("Other Securities or Debt"), the Purchasers shall be required to purchase their Stated Percentage of such Other Securities or Debt in order to exercise their Preemptive Rights. The Purchasers shall have the right, during the period specified 3 in Section 6.12(b), to accept the offer for any or all of their portion of the Offered Securities. (b) Any Purchaser who does not deliver to the Company written notice of acceptance of any offer made pursuant to Section 6.12(a) within 10 business days after such Purchaser's receipt of such offer shall be deemed to have waived its rights to purchase the Offered Securities which are the subject of such offer (including, if the Offered Securities include convertible securities, options, or other rights to acquire securities, such other securities.) (c) Section 6.12(a) shall not apply to (i) the grant of options to purchase Voting Securities, or the issuance of shares of Voting Securities, to employees of the Company or any of its subsidiaries, (ii) shares of Voting Securities issuable upon exercise of any option, warrant, convertible security or other rights to purchase or subscribe for Voting Securities which, in each case, had been issued in compliance with Section 6.12(a) or under Section 6.12(c)(i), (iii) securities issued pursuant to any stock split, combination of stock, stock dividend or other similar stock recapitalization, (iv) shares of Voting Securities issued pursuant to an employee stock option or similar plan, (v) shares of Voting Securities issued in connection with the acquisition of the stock or assets or of any other Person (vi) shares of Voting Securities issued pursuant to any registered public offering under the 1933 Act, or 4 (vii) any issuance of Offered Securities occurring after the Purchasers collectively own less than 11% of the outstanding shares of Common Stock. 3. Amendment to Article 7 of the Agreement: Article 7 of the Agreement is deleted in the entirety and replaced with the following: 7. STANDSTILL 7.1 Prohibited Activities. The Purchasers agree that during the Standstill Period they will not, nor will they permit any of their Affiliates to, directly or indirectly, acquire, offer to acquire, or agree to acquire, by purchase any Voting Securities; provided, however, that nothing contained herein shall prohibit the Purchasers or any of their Affiliates from acquiring any Voting Securities (i) as a result of a stock split, stock dividend or similar recapi talization by the Company, the consummation of which shall not result in a violation of Section 7.1 or (ii) so long as the Purchasers and their Affiliates beneficially own (within the meaning of Rule 13d-3 of the Exchange Act), in the aggregate, no more than 22,000,000 shares of Voting Securities (as adjusted for stock splits, combination of stock, stock dividends or similar recapitalization by the Company) immediately following such acquisition of Voting Securities; provided, however, that nothing in this Section 7.1 shall prohibit the Purchasers from acquiring any Voting Securities in accordance with the provisions of Section 6.12. Notwithstanding the foregoing, if any breach of Section 7.1 caused by an acquisition of a non-material amount of Voting Securities shall 5 have been cured by disposition of Voting Securities within 30 days after the Purchasers become aware of such breach, then no breach of this Section 7.1 shall be deemed to have occurred. 7.2 Standstill Period. As used herein, the term "Standstill Period" shall mean the period from the date that the Closing occurs until the earliest to occur of (each a "Termination Event"): (A) the date that is the fifth anniversary of the Effective Date; (B) the date on which the Purchasers and their Affiliates cease to beneficially own (within the meaning of Rule 13d-3 of the Exchange Act), in the aggregate, at least 10% of the outstanding Voting Securities; (C) a Change of Control; (D) the sale of substantially all of the Common Stock of the Company or all or substantially all of the assets of the Company or its Subsidiaries, taken as a whole, through a stock purchase agreement, merger or other business combination not in violation of Section 6.10; (E) a Post-Closing Event; (F) a Bankruptcy Event; or (G) default in the payment of principal or interest when due (whether at maturity, upon acceleration or otherwise) after the expiration of any grace periods applicable thereto with respect to 6 indebtedness of the Company or any of its Subsidiaries for money borrowed having an aggregate outstanding principal amount in excess of $10,000,000 or more (unless at the time thereof the Company shall have unrestricted cash, cash equivalents or commitments under existing debt instruments available to make such payment). 4. Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed to be an original and both of which together shall be deemed to be one and the same instrument. 7 IN WITNESS WHEREOF, the parties hereto have executed this Agreement. PLAYTEX PRODUCTS, INC. By: /s/ Michael F. Goss - ----------------------- Name: Michael F. Goss Title: Chief Financial Officer HWH CAPITAL PARTNERS, L.P. By: HWH, L.P., its general partner By: HWH Incorporated, its general partner By: /s/ Douglas D. Wheat - ------------------------ Name: Douglas D. Wheat Title: HWH VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: /s/ Douglas D. Wheat - ------------------------ Name: Douglas D. Wheat Title: 8 HWH SURPLUS VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: /s/ Douglas D. Wheat - ------------------------ Name: Douglas D. Wheat Title: EX-2 3 EXHIBIT 2A EXECUTION COPY ================================================================================ FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT among PLAYTEX PRODUCTS, INC., HWH CAPITAL PARTNERS, L.P., HWH VALENTINE PARTNERS, L.P. and HWH SURPLUS VALENTINE PARTNERS, L.P. --------------------------------------- Dated as of June 1, 1998 --------------------------------------- ================================================================================ TABLE OF CONTENTS Page ---- 1. Background................................................................1 2. Registration Under Securities Act, etc....................................1 2.1 Registration on Request...............................................1 2.2 Incidental Registration...............................................4 2.3 Registration Procedures...............................................5 2.4 Underwritten Offerings................................................9 2.5 Preparation; Reasonable Investigation................................10 2.6 Limitations, Conditions and Qualifications to Obligations under Registration Covenants.............................10 2.7 Indemnification......................................................10 3. Definitions..............................................................14 4. Rule 144.................................................................16 5. Amendments and Waivers...................................................16 6. Nominees for Beneficial Owners...........................................16 7. Notices..................................................................17 8. Assignment...............................................................17 9. Calculation of Percentage Interests in Registrable Securities............17 10. No Inconsistent Agreements...............................................17 11. Remedies.................................................................18 12. Severability.............................................................18 13. Entire Agreement.........................................................18 14. Headings.................................................................18 15. Governing Law............................................................18 16. Counterparts.............................................................18 17. Termination..............................................................19 i FIRST AMENDED AND RESTATED REGISTRATION RIGHTS AGREEMENT, dated as of March 17, 1995, as amended and restated as of June 1, 1998, among PLAYTEX PRODUCTS, INC., a Delaware corporation (the "Company"), HWH CAPITAL PARTNERS, L.P., a Delaware limited partnership ("HWH"), HWH VALENTINE PARTNERS, L.P., a Delaware limited partnership ("HWHV"), HWH Surplus Valentine Partners, L.P. ("HSVP" and, together with HWH and HWHV, the "Purchasers"). The parties hereby agree as follows: 1. Background. (a) There is a Stock Purchase Agreement dated as of June 1, 1998 (the "Purchase Agreement"), between RCBA PLAYTEX, L.P., a Delaware limited partnership ("Blum"), and J.W. Childs Equity Partners, L.P. ("Childs LP"), pursuant to which Blum has agreed to purchase 6,000,000 shares of the Company's common stock, par value $.01 ("Common Stock") from Childs LP; and (b) This Agreement, as amended and restated, herein, shall be effective upon (and only upon) the Closing (as defined in the Purchase Agreement, and hereinafter referred to as the "Effective Date"). In the event the Purchase Agreement is terminated, this Agreement shall be deemed not to have been so amended and restated and shall remain in full force and effect in the form it existed immediately prior to the date hereof. Capitalized terms used herein and not otherwise defined shall have the meanings given them in Section 3. 2. Registration Under Securities Act, etc. 2.1 Registration on Request. (a) Request. At any time, upon the written request of one or more holders (the "Initiating Holders") of Registrable Securities that the Company effect the registration under the Securities Act of all or part of such Initiating Holders' Registrable Securities, the Company promptly will give written notice of such requested registration to all registered holders of Registrable Securities, and thereupon the Company will use its best efforts to effect, at the earliest possible date, the registration under the Securities Act of: (i) the Registrable Securities which the Company has been so requested to register by such Initiating Holders; and 2 (ii) all other Registrable Securities which the Company has been requested to register by the holders thereof (such holders together with the Initiating Holders hereinafter are referred to as the "Selling Holders") by written request given to the Company within 30 days after the giving of such written notice by the Company, all to the extent necessary to permit the disposition of the Registrable Securities so to be registered. (b) Registration of Other Securities. Whenever the Company shall effect a registration pursuant to this Section 2.1, no securities other than Registrable Securities shall be included among the securities covered by such registration unless the Selling Holders of not less than 66-2/3% of all Registrable Securities to be covered by such registration shall have consented in writing to the inclusion of such other securities; provided, however, that such consent shall not be required with respect to securities being registered pursuant to the Other Registration Rights Agreements. (c) Registration Statement Form. Registrations under this Section 2.1 shall be on such appropriate registration form of the Commission as shall be reasonably selected by the Company. (d) Effective Registration Statement. A registration requested pursuant to this Section 2.1 shall not be deemed to have been effected (i) unless a registration statement with respect thereto has become effective and remained effective in compliance with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement (unless the failure to so dispose of such Registrable Securities shall be caused solely by reason of a failure on the part of the Selling Holders); provided, that such period need not exceed 135 days; (ii) if after it has become effective, such registration is interfered with by any stop order, injunction or other order or requirement of the Commission or other governmental agency or court for any reason not attributable solely to the Selling Holders, or (iii) if the conditions to closing specified in the underwriting agreement, if any, entered into in connection with such registration are not satisfied or waived, other than solely by reason of a failure on the part of the Selling Holders. (e) Selection of Underwriters. The underwriter or underwriters of each underwritten offering of the Registrable Securities so to be registered shall be selected by the Selling Holders of more than 50% of each class of Registrable Securities to be included in such registration and shall be reasonably acceptable to the Company. (f) Priority in Requested Registration. If the managing underwriter of any underwritten offering shall advise the Company in writ- 3 ing (and the Company shall so advise each Selling Holder of Registrable Securities requesting registration of such advice) that, in its opinion, the number of securities requested to be included in such registration exceeds the number which can be sold in such offering within a price range acceptable to the Selling Holders of 66-2/3% of the Registrable Securities requested to be included in such registration, the Company, except as provided in the following sentence, will include in such registration, to the extent of the number and type which the Company is so advised can be sold in such offering, first, Registrable Securities requested to be included in such registration, PRO RATA (based on the number of Registrable Securities held by each of the Selling Holders) among the Selling Holders requesting such registration, second, such Registrable Securities (as defined in the Other Registration Rights Agreements and hereinafter referred to as "Third Party Securities") requested to be included in such registration pursuant to the Other Registration Rights Agreements, PRO RATA (based on the number of Third Party Securities requested by each Securityholder requesting such registration) among the Securityholders requesting such registration and third, all securities to be sold by the Company for its own account. Notwithstanding the foregoing, if the total number of Registrable Securities requested to be included in any registration cannot be included, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 50% of the Registrable Securities with respect to which registration has been requested, shall have the right to withdraw the request for registration by giving written notice to the Company within 20 days after receipt of the notice from the managing underwriter described above by the Company and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. If a request for registration is withdrawn pursuant to the immediately preceding sentence and at least 80% of the Registrable Securities requested to be included in such withdrawn registration could have been included therein, the Registration Expenses incurred by the Company in connection with such withdrawn registration shall be reimbursed by the Selling Holders, PRO RATA (based on the number of Registrable Securities requested to be included therein) among the Selling Holders. (g) Limitations on Registration Requests. Notwithstanding anything in this Section 2.1 to the contrary, in no event will the Company be required to: (i) effect, in the aggregate, more than four registrations pursuant to this Section 2.1, (ii) effect a registration pursuant to this Section 2.1 within the six-month period occurring immediately subsequent to the effectiveness (within the meaning of Section 2.1(d)) of a registration statement filed pursuant to this Section 2.1, unless a majority of the Disinterested Directors determines that effecting a second registration within 4 the six-month period would not have a material adverse effect on the market price of the Common Stock; or (iii) effect a registration pursuant to Section 2.1 covering less than 15% of the then outstanding Registrable Securities. (h) Expenses. The Company will pay all Registration Expenses in connection with any registrations requested pursuant to this Section 2.1; provided, that after two registrations have been effected under Section 2.1, the Selling Holders and the Company will pay Registration Expenses in connection with any registration requested pursuant to this Section 2.1, PRO RATA (based on the number of Registrable Securities included in such registration by each Selling Holder and the number of securities included therein by the Company) among the Selling Holders and the Company. Solely for purposes of this Section 2.1(b), Third Party Securities included in a registration requested pursuant to this Section 2.1 shall be considered securities included therein by the Company. 2.2 Incidental Registration. (a) Right to Include Registrable Securities. If the Company at any time proposes to register any of its Common Stock under the Securities Act by registration on any form other than Forms S-4 or S-8, whether or not for sale for its own account, it will each such time give prompt written notice to all registered holders of Registrable Securities of its intention to do so and of such holders' rights under this Section 2.2. Upon the written request of any such holder (a "Requesting Holder"), made as promptly as practicable and in any event within 30 days after the receipt of any such notice from the Company (15 days if the Company states in such written notice or gives telephonic or telecopied notice to all registered holders of Registrable Securities, with written confirmation to follow promptly thereafter, that (i) such registration will be on Form S-3 and (ii) such shorter period of time is required because of a planned filing date) (which request shall specify the Registrable Securities intended to be disposed of by such Requesting Holder), the Company will use its best efforts to effect the registration under the Securities Act of all Registrable Securities which the Company has been so requested to register by the Requesting Holders thereof; provided, that prior to the effective date of the registration statement filed in connection with such registration, immediately upon notification to the Company from the managing underwriter of the price at which such securities are to be sold, if such price is below the price which any Requesting Holder shall have indicated to be acceptable to such Requesting Holder, the Company shall so advise such Requesting Holder of such price, and such Requesting Holder shall then have the right to withdraw its request to have its Registrable Securities included in such registration statement; provided, further, however, that if, at any time after giving written notice of its intention to register any securities and prior to the effective date of the registration statement filed in connection with such registration, the Company shall determine for any reason not to register or to delay registration of 5 such securities, the Company may, at its election, give written notice of such determination to each Requesting Holder of Registrable Securities and (x) in the case of a determination not to register, shall be relieved of its obligation to register any Registrable Securities in connection with such registration (but not from any obligation of the Company to pay the Registration Expenses in connection therewith), without prejudice, however, to the rights of any holder or holders of Registrable Securities entitled to do so to cause such registration to be effected as a registration under Section 2.1, and (y) in the case of a determination to delay registering, shall be permitted to delay registering any Registrable Securities, for the same period as the delay in registering such other securities. No registration effected under this Section 2.2 shall relieve the Company of its obligation to effect any registration upon request under Section 2.1. (b) Priority in Incidental Registrations. If the managing underwriter of any underwritten offering shall inform the Company by letter of its opinion that the number or type of Registrable Securities and Third Party Securities requested to be included in such registration would materially adversely affect such offering, and the Company has so advised the Requesting Holders, then the Company will include in such registration, to the extent of the number and type which the Company is so advised can be sold in (or during the time of) such offering, first, (x) if such registration is being effected pursuant to the request of Securityholders under provisions of one of the Other Registration Rights Agreements comparable to Section 2.1, all Third Party Securities so requested by such Securityholders under such Other Registration Rights Agreement, or (y) if such registration is not being so effected, all securities of the Company to be sold for its own account, and second, such Registrable Securities requested to be included in such registration pursuant to this Agreement and such Third Party Securities requested to be included in such registration pursuant to the provisions of the Other Registration Rights Agreements comparable to this Section 2.2, PRO RATA (based on the number of Registrable Securities requested to be included therein by each Selling Holder and the number of Third Party Securities requested to be included therein by each Securityholder) among such Selling Holders and the Securityholders and third, if clause (x) of this Section 2.2(b) applies, all securities proposed by the Company be sold for its own account. (c) Expenses. The Company will pay all Registration Expenses in connection with any registration contemplated pursuant to this Section 2.2. 2.3 Registration Procedures. If and whenever the Company is required to use its best efforts to effect the registration of any Registrable Securities under the Securities Act as provided in Sections 2.1 and 2.2, the Company will, as expeditiously as possible: 6 (i) prepare and (within 90 days after the end of the period within which requests for registration may be given to the Company) file with the Commission the requisite registration statement to effect such registration and thereafter use its best efforts to cause such registration statement to become effective; provided, however, that the Company may discontinue any registration of its securities which are not Registrable Securities (and, under the circumstances specified in Section 2.2(b), Registrable Securities) at any time prior to the effective date of the registration statement relating thereto; (ii) prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection therewith as may be necessary to keep such registration statement effective in accordance with Section 2.1(d)(i) hereof and to comply with the provisions of the Securities Act with respect to the disposition of all Registrable Securities covered by such registration statement until such time as all of such Registrable Securities have been disposed of in accordance with the intended methods of disposition by the seller or sellers thereof set forth in such registration statement; provided, that except with respect to any such registration statement filed pursuant to Rule 415 under the Securities Act, such period need not exceed 135 days; (iii) furnish to each seller of Registrable Securities covered by such registration statement, such number of conformed copies of such registration statement and of each such amendment and supplement thereto (in each case including all exhibits), such number of copies of the prospectus contained in such registration statement (including each preliminary prospectus and any summary prospectus) and any other prospectus filed under Rule 424 under the Securities Act, in conformity with the requirements of the Securities Act, and such other documents, as such seller may reasonably request; (iv) use its reasonable best efforts (x) to register or qualify all Registrable Securities and other securities covered by such registration statement under such other securities or blue sky laws of such States of the United States of America where an exemption is not available and as the sellers of Registrable Securities covered by such registration statement shall reasonably request, (y) to keep such registration or qualification in effect for so long as such registration statement remains in effect and (z) to take any other action which may be reasonably necessary or advisable to enable such sellers to consummate the disposition in such jurisdictions of the securities to be sold by such sellers, except that the Company shall not for any such purpose be required to qualify generally to do business as a foreign corporation in any jurisdiction wherein it would not but for the requirements of 7 this subdivision (iv) be obligated to be so qualified or to consent to general service of process in any such jurisdiction; (v) use its best efforts to cause all Registrable Securities covered by such registration statement to be registered with or approved by such other federal or state governmental agencies or authorities as may be necessary in the reasonable opinion of counsel to the Company and counsel to the seller or sellers of Registrable Securities to enable the seller or sellers thereof to consummate the disposition of such Registrable Securities; (vi) furnish at the effective date of such registration statement to each seller of Registrable Securities, and each such seller's underwriters, if any, a signed counterpart of: (x) an opinion of counsel for the Company, dated the effective date of such registration statement and, if applicable, the date of the closing under the underwriting agreement, and (y) a "comfort" letter signed by the independent public accountants who have certified the Company's financial statements included or incorporated by reference in such registration statement, covering substantially the same matters with respect to such registration statement (and the prospectus included therein) and, in the case of the accountants' comfort letter, with respect to events subsequent to the date of such financial statements, as are customarily covered in opinions of issuer's counsel and in accountants' comfort letters delivered to the underwriters in underwritten public offerings of securities and, in the case of the accountants' comfort letter, such other financial matters, and, in the case of the legal opinion, such other legal matters, as the underwriters may reasonably request; (vii) notify each seller of Registrable Securities covered by such registration statement at any time when a prospectus relating thereto is required to be delivered under the Securities Act, upon discovery that, or upon the happening of any event as a result of which, the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state any material fact required to be stated therein or necessary to make the statements therein not misleading, in the light of the circumstances under which they were made, and at the request of any such seller promptly prepare and furnish to it a reasonable number of copies of a supplement to or an amendment of such prospectus as may be necessary so that, as thereafter delivered to the purchasers of such securities, such prospectus shall not include an untrue statement of a material fact or omit to state a material fact required to be stated therein or necessary to make the 8 statements therein not misleading in the light of the circumstances under which they were made; (viii) otherwise use its best efforts to comply with all applicable rules and regulations of the Commission, and make available to its security holders, as soon as reasonably practicable (but not more than eighteen months after the effective date of such registration statement), an earnings statement covering the period of at least twelve months beginning with the first full calendar month after the effective date of such registration statement, which earnings statement shall satisfy the provisions of Section 11(a) of the Securities Act and Rule 158 promulgated thereunder; (ix) provide and cause to be maintained a transfer agent and registrar (which, in each case, may be the Company) for all Registrable Securities covered by such registration statement from and after a date not later than the effective date of such registration; and (x) use its best efforts to list all Registrable Securities covered by such registration statement on any national securities exchange on which Registrable Securities of the same class covered by such registration statement are then listed and, if no such Registrable Securities are so listed, on any national securities exchange on which the Common Stock is then listed. The Company may require each seller of Registrable Securities as to which any registration is being effected to furnish the Company (i) such information regarding such seller and the distribution of such securities as the Company may from time to time reasonably request in writing and (ii) if requested by the Company, an executed custody agreement and power of attorney in form and substance reasonably satisfactory to the Company with respect to the Registrable Securities to be registered pursuant to this Agreement. Each holder of Registrable Securities agrees by acquisition of such Registrable Securities that, upon receipt of any notice from the Company of the happening of any event of the kind described in subdivision (vii) of this Section 2.3, such holder will forthwith discontinue such holder's disposition of Registrable Securities pursuant to the registration statement relating to such Registrable Securities until such holder's receipt of the copies of the supplemented or amended prospectus contemplated by subdivision (vii) of this Section 2.3 and, if so directed by the Company, will deliver to the Company (at the Company's expense) all copies, other than permanent file copies, then in such holder's possession of the prospectus relating to such Registrable Securities current at the time of receipt of such notice. 9 2.4 Underwritten Offerings. (a) Requested Underwritten Offerings. If requested by the underwriters for any underwritten offering by holders of Registrable Securities pursuant to a registration requested under Section 2.1, the Company will enter into an underwriting agreement with such underwriters for such offering, such agreement to be reasonably satisfactory in substance and form to each such holder and the underwriters and to contain such representations and warranties by the Company and such other terms as are generally prevailing in agreements of that type, including, without limitation, indemnities to the effect and to the extent provided in Section 2.7 or such other indemnities as are customarily received by underwriters in public offerings of similar securities. The holders of the Registrable Securities proposed to be sold by such underwriters will reasonably cooperate with the Company in the negotiation of the underwriting agreement. Such holders of Registrable Securities to be sold by such underwriters shall be parties to such underwriting agreement and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. No holder of Registrable Securities shall be required to make any representations or warranties to or agreements with the Company other than representations, warranties or agreements regarding such holder, such holder's Registrable Securities and such holder's intended method of distribution or any other representations required by applicable law. (b) Incidental Underwritten Offerings. If the Company proposes to register any of its securities under the Securities Act as contemplated by Section 2.2 and such securities are to be distributed by or through one or more underwriters, the Company will, if requested by any Requesting Holder of Registrable Securities, use its reasonable best efforts to arrange for such underwriters to include all the Registrable Securities to be offered and sold by such Requesting Holder among the securities of the Company to be distributed by such underwriters, subject to the provisions of Section 2.2(b). The holders of Registrable Securities to be distributed by such underwriters shall be parties to the underwriting agreement between the Company and such underwriters and may, at their option, require that any or all of the representations and warranties by, and the other agreements on the part of, the Company to and for the benefit of such underwriters shall also be made to and for the benefit of such holders of Registrable Securities and that any or all of the conditions precedent to the obligations of such underwriters under such underwriting agreement be conditions precedent to the obligations of such holders of Registrable Securities. Any such Requesting Holder of Registrable Securities shall not be required to make any representations or warranties to or agreements with the Company or the underwriters other than representations, warranties or agreements regarding such Requesting Holder, such Requesting 10 Holder's Registrable Securities and such Requesting Holder's intended method of distribution or any other representations required by applicable law. 2.5 Preparation; Reasonable Investigation. In connection with the preparation and filing of each registration statement under the Securities Act pursuant to this Agreement, the Company will give the holders of Registrable Securities to be registered under such registration statement, their underwriters, if any, and their respective counsel the opportunity to participate in the preparation of such registration statement, each prospectus included therein or filed with the Commission, and each amendment thereof or supplement thereto, and will give each of them such reasonable access to its books and records and such opportunities to discuss the business of the Company with its officers and the independent public accountants who have certified its financial statements as shall be necessary, in the opinion of such holders' and such underwriters' respective counsel, to conduct a reasonable investigation within the meaning of the Securities Act. 2.6 Limitations, Conditions and Qualifications to Obligations under Registration Covenants. The Company shall be entitled to postpone for a reasonable period of time (but not exceeding 90 days) the filing of any registration statement otherwise required to be prepared and filed by it pursuant to Section 2.1 if the Company determines, in its reasonable judgment, that such registration and offering would interfere with any financing, acquisition, corporate reorganization or other material transaction involving the Company and promptly gives the holders of Registrable Securities requesting registration thereof pursuant to Section 2.1 written notice of such determination, containing a general statement of the reasons for such postponement and an approximation of the anticipated delay. If the Company shall so postpone the filing of a registration statement, holders of Registrable Securities requesting registration thereof pursuant to Section 2.1, representing not less than 50% of the Registrable Securities with respect to which registration has been requested, shall have the right to withdraw the request for registration by giving written notice to the Company within 30 days after receipt of the notice of postponement and, in the event of such withdrawal, such request shall not be counted for purposes of the requests for registration to which holders of Registrable Securities are entitled pursuant to Section 2.1 hereof. 2.7 Indemnification. (a) Indemnification by the Company. The Company will, and hereby does, indemnify and hold harmless, in the case of any registration statement filed pursuant to Section 2.1 or 2.2, each seller of any Registrable Securities covered by such registration statement and each other Person who participates as an underwriter in the offering or sale of such securities and each other Person, if any, who controls such seller or any such underwriter within the meaning of the Securities Act or the Exchange Act, and their respective directors, officers, partners, agents and affiliates, against any losses, claims, damages or liabilities, joint 11 or several, to which such seller or underwriter or any such director, officer, partner, agent, affiliate or controlling person may become subject under the Securities Act or otherwise, including, without limitation, the reasonable fees and expenses of legal counsel, insofar as such losses, claims, damages or liabilities (or actions or proceedings, whether commenced or threatened, in respect thereof) arise out of or are based upon any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such securities were registered under the Securities Act, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, or any omission or alleged omission to state therein a material fact required to be stated therein or necessary to make the statements therein not misleading, and the Company will reimburse such seller or underwriter and each such director, officer, partner, agent, affiliate and controlling Person for any reasonable legal or any other expenses incurred by them in connection with investigating or defending any such loss, claim, liability, action or proceeding; provided, however, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability (or action or proceeding in respect thereof) or expense arises out of or is based upon an untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement, any such preliminary prospectus, final prospectus, summary prospectus, amendment or supplement in reliance upon and in conformity with written information furnished to the Company by or on behalf of such seller or underwriter, as the case may be, specifically stating that it is for use in the preparation thereof; provided, further, that the Company shall not be liable in any such case to the extent that any such loss, claim, damage, liability or expense arises out of or is based upon an untrue statement or alleged untrue statement of any material fact contained in any such registration statement, preliminary prospectus, final prospectus or summary prospectus contained therein or any omission to state therein a material fact required to be stated therein or necessary to make the statements therein in light of the circumstances in which they were made not misleading in a prospectus or prospectus supplement, if (i) such untrue statement or omission is completely corrected in an amendment or supplement to such prospectus or prospectus supplement, the seller of the Registrable Securities has an obligation under the Securities Act to deliver a prospectus or prospectus supplement in connection with such sale of Registrable Securities and the seller of Registrable Securities thereafter fails to deliver such prospectus or prospectus supplement as so amended or supplemented prior to or concurrently with the sale of Registrable Securities to the person asserting such loss, claim, damage or liability after the Company has furnished such seller with a sufficient number of copies of the same or (ii) if the seller received written notice from the Company of the existence of such an untrue statement or such an omission and the seller continued to dispose of Registrable Securities prior to the time of the receipt of either (a) an amended or supplemented prospectus or prospectus supplement that completely corrected the untrue statement or the omission or (b) a notice from the Company that the use of the existing prospectus or prospectus supplement may be resumed. Such indemnity shall remain in full force and effect regardless of any investigation made by or on behalf of 12 such seller or underwriter or any such director, officer, partner, agent, affiliate or controlling person and shall survive the transfer of such securities by such seller or underwriter. (b) Indemnification by the Sellers. As a condition to including any Registrable Securities in any registration statement, the Company shall have received an undertaking reasonably satisfactory to it from the prospective seller of such Registrable Securities, to indemnify and hold harmless (in the same manner and to the same extent as set forth in Section 2.7(a)) the Company, and each director of the Company, each officer of the Company and each other Person, if any, who participates as an underwriter in the offering or sale of such securities and each other Person who controls the Company or any such underwriter within the meaning of the Securities Act or the Exchange Act, with respect to any statement or alleged statement in or omission or alleged omission from such registration statement, any preliminary prospectus, final prospectus or summary prospectus contained therein, or any amendment or supplement thereto, if such statement or alleged statement or omission or alleged omission was made in reliance upon and in conformity with written information furnished to the Company by such seller specifically stating that it is for use in the preparation of such registration statement, preliminary prospectus, final prospectus, summary prospectus, amendment or supplement; provided, however, that the liability of such indemnifying party under this Section 2.7(b) shall be limited to the amount of proceeds received by such indemnifying party in the offering giving rise to such liability. Such indemnity shall remain in full force and effect, regardless of any investigation made by or on behalf of the Company or any such director, officer or controlling person and shall survive the transfer of such securities by such seller. (c) Notices of Claims, etc. Promptly after receipt by an indemnified party of notice of the commencement of any action or proceeding involving a claim referred to in Section 2.7(a) or (b), such indemnified party will, if a claim in respect thereof is to be made against an indemnifying party, give written notice to the latter of the commencement of such action; provided, however, that the failure of any indemnified party to give notice as provided herein shall not relieve the indemnifying party of its obligations under the preceding subdivisions of this Sec tion 2.7, except to the extent that the indemnifying party is actually and materially prejudiced by such failure to give notice. In case any such action shall be brought against any indemnified party and it shall notify the indemnifying party of the commencement thereof, the indemnifying party shall be entitled to participate therein and, to the extent that it may wish, to assume the defense thereof, with counsel reasonably satisfactory to such indemnified party; provided, however, that any indemnified party may, at its own expense, retain separate counsel to participate in such defense. Notwithstanding the foregoing, in any action or proceeding in which both the Company and an indemnified party is, or is reasonably likely to become, a party, such indemnified party shall have the right to employ separate counsel at the Company's expense and to control its own defense of such action or proceeding if, in 13 the reasonable opinion of counsel to such indemnified party, (a) there are or may be legal defenses available to such indemnified party or to other indemnified parties that are different from or additional to those available to the Company or (b) any conflict or potential conflict exists between the Company and such indemnified party that would make such separate representation advisable; provided, however, that in no event shall the Company be required to pay fees and expenses under this Section 2.7 for more than one firm of attorneys representing the indemnified parties (together, if appropriate, with one firm of local counsel per jurisdiction) in any one legal action or group of related legal actions. No indemnifying party shall be liable for any settle ment of any action or proceeding effected without its written consent, which consent shall not be unreasonably withheld. No indemnifying party shall, without the consent of the indemnified party, which consent shall not be unreasonably withheld, consent to entry of any judgment or enter into any settlement which does not include as an unconditional term thereof the giving by the claimant or plaintiff to such indemnified party of a release from all liability in respect to such claim or litigation or which requires action other than the payment of money by the indemnifying party. (d) Contribution. If the indemnification provided for in this Section 2.7 shall for any reason be held by a court to be unavailable to an indemnified party under Section 2.7(a) or (b) hereof in respect of any loss, claim, damage or liability, or any action in respect thereof, then, in lieu of the amount paid or payable under Section 2.7(a) or (b), the indemnified party and the indemnifying party under Section 2.7(a) or (b) shall contribute to the aggregate losses, claims, damages and liabilities (including legal or other expenses reasonably incurred in connection with investigating the same), (i) in such proportion as is appropriate to reflect the relative fault of the Company and the prospective sellers of Registrable Securities covered by the registration statement which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, with respect to the statements or omissions which resulted in such loss, claim, damage or liability, or action or proceeding in respect thereof, as well as any other relevant equitable considerations or (ii) if the allocation provided by clause (i) above is not permitted by applicable law, in such proportion as shall be appropriate to reflect the relative benefits received by the Company and such prospective sellers from the offering of the securities covered by such registration statement, provided, that for purposes of this clause (ii), the relative benefits received by the prospective sellers shall be deemed not to exceed the amount of proceeds received by such prospective sellers. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) shall be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation. Such prospective sellers' obligations to contribute as provided in this Section 2.7(d) are several in proportion to the relative value of their respective Registrable Securities covered by such registration statement and not joint. In addition, no Person shall be obligated to contribute hereunder any amounts in payment for any settlement of any action or claim effected without such Person's consent, which consent shall not be unreasonably withheld. 14 (e) Other Indemnification. Indemnification and contribution similar to that specified in the preceding subdivisions of this Section 2.7 (with appropriate modifications) shall be given by the Company and each seller of Registrable Securities with respect to any required registration or other qualification of securities under any federal or state law or regulation of any governmental authority other than the Securities Act. (f) Indemnification Payments. The indemnification and contribution required by this Section 2.7 shall be made by periodic payments of the amount thereof during the course of the investigation or defense, as and when bills are received or expense, loss, damage or liability is incurred. 3. Definitions. As used herein, unless the context otherwise requires, the following terms have the following respective meanings: "Blum Agreement" means the Registration Rights Agreement dated as of June 1, 1998, between RCBA PLAYTEX, L.P. and the Company. "Childs Agreement" means the Registration Rights Agreement dated as of January 28, 1998, as amended, between the Company and Childs LP. "Commission" means the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act. "Common Stock" shall mean and include the Common Stock, par value $.01 per share, of the Company and each other class of capital stock of the Company that does not have a preference over any other class of capital stock of the Company as to dividends or upon liquidation, dissolution or winding up of the Company and, in each case, shall include any other class of capital stock of the Company into which such stock is reclassified or reconstituted. "Disinterested Director" means, with respect to any transaction or series of related transactions, a member of the board of directors of the Company who does not have any material direct or indirect financial interest in or with respect to such transaction or series of related transactions. "Exchange Act" means the Securities Exchange Act of 1934, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. Reference to a particular section of the Securities Exchange Act of 1934, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. "Initiating Holder" is defined in Section 2.1. 15 "Other Registration Rights Agreement" means each of the Blum Agreement and the Childs Agreement. "Person" means any individual, firm, corporation, partnership, limited liability company or partnership, trust, incorporated or unincorporated association, joint venture, joint stock company, government (or an agency or political subdivision thereof) or other entity of any kind and shall include any successor (by merger or otherwise) of such entity. "Registrable Securities" means any Shares and any Related Registrable Securities. As to any particular Registrable Securities, once issued, such securities shall cease to be Registrable Securities when (a) a registration statement with respect to the sale of such securities shall have become effective under the Securities Act and such securities shall have been disposed of in accordance with such registration statement, (b) they shall have been sold as permitted by Rule 144 (or any successor provision) under the Securities Act, (c) they shall have been otherwise transferred, new certificates for them not bearing a legend restricting further transfer shall have been delivered by the Company and subsequent public distribution of them shall not require registration of such distribution under the Securities Act or (d) they shall have ceased to be outstanding. All references to percentages of Registrable Securities shall be calculated pursuant to Section 9. "Registration Expenses" means all expenses incident to the Company's performance of or compliance with Section 2, including, without limitation, all registration and filing fees, all fees of the New York Stock Exchange, Inc., other national securities exchanges or the National Association of Securities Dealers, Inc., all fees and expenses of complying with securities or blue sky laws, all word processing, duplicating and printing expenses, messenger and delivery expenses, the fees and disbursements of counsel for the Company and of its independent public accountants, including the expenses of "comfort" letters required by or incident to such performance and compliance, any fees and disbursements of underwriters customarily paid by issuers or sellers of securities (excluding any underwriting discounts or commissions with respect to the Registrable Securities) and the reasonable fees and expenses of one counsel to the Selling Holders (selected by Selling Holders representing at least 50% of the Registrable Securities covered by such registration); provided, however, that in the event the Company shall determine, in accordance with Section 2.2(a) or Section 2.6, not to register any securities with respect to which it had given written notice of its intention to so register to holders of Registrable Securities, all of the costs of the type (and subject to any limitation to the extent) set forth in this definition and incurred by Requesting Holders in connection with such registration on or prior to the date the Company notifies the Requesting Holders of such determination shall be deemed Registration Expenses. "Related Registrable Securities" means with respect to the Shares any securities of the Company issued or issuable with respect to any of the Shares by way 16 of a dividend or stock split or in connection with a combination of shares, recapitalization, merger, consolidation or other reorganization or otherwise. "Requesting Holder" is defined in Section 2.2. "Securities Act" means the Securities Act of 1933, as amended, or any superseding Federal statute, and the rules and regulations promulgated thereunder, all as the same shall be in effect at the time. References to a particular section of the Securities Act of 1933, as amended, shall include a reference to the comparable section, if any, of any such superseding Federal statute. "Securityholder" means any of the parties to each of the Other Registration Rights Agreements, in each case other than the Company. "Selling Holder" is defined in Section 2.1. 4. Rule 144. The Company shall take all actions reasonably necessary to enable holders of Registrable Securities to sell such securities without registration under the Securities Act within the limitation of the provisions of (a) Rule 144 under the Securities Act, as such Rule may be amended from time to time, or (b) any similar rules or regulations hereafter adopted by the Commission. Upon the request of any holder of Registrable Securities, the Company will deliver to such holder a written statement as to whether it has complied with such requirements. 5. Amendments and Waivers. This Agreement may be amended with the consent of the Company and the Company may take any action herein prohibited, or omit to perform any act herein required to be performed by it, only if the Company shall have obtained the written consent to such amendment, action or omission to act, of the holder or holders of at least 66-2/3% of the Registrable Securities affected by such amendment, action or omission to act. Each holder of any Registrable Securities at the time or thereafter outstanding shall be bound by any consent authorized by this Section 5, whether or not such Registrable Securities shall have been marked to indicate such consent. 6. Nominees for Beneficial Owners. In the event that any Registrable Securities are held by a nominee for the beneficial owner thereof, the beneficial owner thereof may, at its election in writing delivered to the Company, be treated as the holder of such Registrable Securities for purposes of any request or other action by any holder or holders of Registrable Securities pursuant to this Agreement or any determination of any number or percentage of shares of Registrable Securities held by any holder or holders of Registrable Securities contemplated by this Agreement. If the beneficial owner of any Registrable Securities so elects, the Company may require assurances reasonably satisfactory to it of such owner's beneficial ownership of such Registrable Securities. 17 7. Notices. All notices, demands and other communications provided for or permitted hereunder shall be made in writing and shall be by registered or certified first-class mail, return receipt requested, telecopier, courier service or personal delivery: (a) if to the Purchasers, addressed to it in the manner set forth in the Purchase Agreement, or at such other address as they shall have furnished to the Company in writing in the manner set forth herein; (b) if to any other holder of Registrable Securities, at the address that such holder shall have furnished to the Company in writing in the manner set forth herein, or, until any such other holder so furnishes to the Company an address, then to and at the address of the last holder of such Registrable Securities who has furnished an address to the Company; or (c) if to the Company, addressed to it in the manner set forth in the Purchase Agreement, or at such other address as the Company shall have furnished to each holder of Registrable Securities at the time outstanding in the manner set forth herein. All such notices and communications shall be deemed to have been duly given: when delivered by hand, if personally delivered; when delivered by a courier, if delivered by overnight courier service; three business days after being deposited in the mail, postage prepaid, if mailed; and when receipt is acknowledged, if telecopied. 8. Assignment. This Agreement shall be binding upon and inure to the benefit of and be enforceable by the parties hereto and, with respect to the Company, its respective successors and permitted assigns and, with respect to the Purchasers, any holder of any Registrable Securities, subject to the provisions respecting the minimum amount of Registrable Securities required in order to be entitled to certain rights, or take certain actions, contained herein. Except by operation of law, this Agreement may not be assigned by the Company without the prior written consent of the holders of 66-2/3% of the Registrable Securities outstanding at the time such consent is requested. 9. Calculation of Percentage Interests in Registrable Securities. For purposes of this Agreement, all references to a percentage of the Registrable Securities shall be calculated based upon the number of Registrable Securities out standing at the time such calculation is made. 10. No Inconsistent Agreements. The Company will not hereafter enter into any agreement with respect to its securities which is inconsistent with the rights granted to the holders of Registrable Securities in this Agreement. Without limiting the generality of the foregoing, the Company will not hereafter enter into any 18 agreement with respect to its securities which grants, or modify any existing agreement with respect to its securities to grant, to the holder of its securities in connection with an incidental registration of such securities equal or higher priority to the rights granted to the Purchasers under this Section 2. 11. Remedies. Each holder of Registrable Securities, in addition to being entitled to exercise all rights granted by law, including recovery of damages, will be entitled to specific performance of its rights under this Agreement. The Company agrees that monetary damages would not be adequate compensation for any loss incurred by reason of a breach by it of the provisions of this Agreement and hereby agrees to waive the defense in any action for specific performance that a remedy at law would be adequate. 12. Severability. In the event that any one or more of the provisions contained herein, or the application thereof in any circumstances, is held invalid, illegal or unenforceable in any respect for any reason, the validity, legality and enforceability of any such provision in every other respect and of the remaining provisions contained herein shall not be in any way impaired thereby, it being intended that all of the rights and privileges of the Purchasers shall be enforceable to the fullest extent permitted by law. 13. Entire Agreement. This Agreement, together with the Purchase Agreement (including the exhibits and schedules thereto), is intended by the parties as a final expression of their agreement and intended to be a complete and exclusive statement of the agreement and understanding of the parties hereto in respect of the subject matter contained herein and therein. There are no restrictions, promises, warranties or undertakings, other than those set forth or referred to herein and therein. This Agreement and the Purchase Agreement (including the exhibits and schedules thereto) supersede all prior agreements and understandings between the parties with respect to such subject matter. 14. Headings. The headings in this Agreement are for convenience of reference only and shall not limit or otherwise affect the meaning hereof. 15. Governing Law. This Agreement has been negotiated, executed and delivered in the State of New York and shall be governed by and construed in accordance with the laws of the State of New York, without regard to principles of conflicts of law. 16. Counterparts. This Agreement may be executed in any number of counterparts and by the parties hereto in separate counterparts, each of which when so executed shall be deemed an original and all of which taken together shall constitute one and the same instrument. 19 17. Termination. Upon termination of the Purchase Agreement in accordance with Section 10.1 thereof, this Agreement shall terminate automatically. [Remainder of page intentionally left blank] 20 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed and delivered by their respective representatives hereunto duly authorized as of the date first above written. PLAYTEX PRODUCTS, INC. By: /s/ Michael F. Goss ----------------------- Name: Michael F. Goss Title: Chief Financial Officer HWH CAPITAL PARTNERS, L.P. By: HWH, L.P., its general partner By: HWH Corporation, its general partner By: /s/ Douglas D. Wheat ------------------------ Name: Douglas D. Wheat Title: HWH VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: /s/ Douglas D. Wheat ------------------------ Name: Douglas D. Wheat Title: HWH SURPLUS VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: /s/ Douglas D. Wheat ------------------------ Name: Douglas D. Wheat Title: EX-6 4 EXHIBIT 6 Exhibit 6 ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. ) ----------------------- PLAYTEX PRODUCTS, INC. (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 72813P 100 (CUSIP Number) ----------------------- Robert B. Haas c/o Haas Wheat & Harrison Incorporated 300 Crescent Court, Suite 1700 Dallas, Texas 75201 Tel. No.: (214) 871-8300 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ----------------------- June 6, 1995 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this statement because of Rule 13d-1(b)(3) or (4), check the following box [ ]. Check the following box if a fee is being paid with the statement [X]. ================================================================================ Page 1 of 26 Pages SCHEDULE 13D CUSIP No. 72813P 100 Page 2 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Capital Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 8,055,555 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 8,055,555 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,055,555 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 3 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Valentine Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 9,028,482 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 9,028,482 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 9,028,482 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.7% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 4 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Surplus Valentine Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [X] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS OO 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF - 0 - SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER - 0 - 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,915,963 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.7% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 5 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 8,055,555 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 8,055,555 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,055,555 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 6 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Valentine, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 9,028,482 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER 9,028,482 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,944,445 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% 14 TYPE OF REPORTING PERSON PN SCHEDULE 13D CUSIP No. 72813P 100 Page 7 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 8,055,555 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON - 0 - WITH 9 SOLE DISPOSITIVE POWER 8,055,555 10 SHARED DISPOSITIVE POWER - 0 - 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 8,055,555 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 15.8% 14 TYPE OF REPORTING PERSON IV SCHEDULE 13D CUSIP No. 72813P 100 Page 8 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON HWH Valentine Incorporated 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF 9,028,482 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER 9,028,482 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,944,445 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 23.9% 14 TYPE OF REPORTING PERSON IV SCHEDULE 13D CUSIP No. 72813P 100 Page 9 of 26 Pages ---------- 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Robert B. Haas 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS AF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER NUMBER OF 17,084,037 SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 2,915,963 WITH 9 SOLE DISPOSITIVE POWER 17,084,037 10 SHARED DISPOSITIVE POWER 2,915,963 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 20,000,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 39.3% 14 TYPE OF REPORTING PERSON IN SCHEDULE 13D CUSIP No. 72813P 100 Page 10 of 26 Pages ---------- Item 1. Security and Issuer. This Schedule relates to shares of Common Stock, par value $.01 per share (the "Common Stock"), of Playtex Products, Inc., a Delaware corporation (the "Company"). The principal executive offices of the Company are located at 300 Nyala Farms Road, Westport, Connecticut 06880. Item 2. Identity and Background. (a), (b), (c) and (f). The names and addresses of the persons filing this Schedule are as follows: HWH Capital Partners, L.P. ("HWHCP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH Valentine Partners, L.P. ("HWHVP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH Surplus Valentine Partners, L.P. ("HWHSVP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which is a private investment partnership; HWH, L.P. ("HWHLP"), a Delaware limited partnership, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHCP; HWH Valentine, L.P. ("HWHV"), a Delaware limited partnership, the general partner of HWHVP and HWHSVP whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHVP and HWHSVP; SCHEDULE 13D CUSIP No. 72813P 100 Page 11 of 26 Pages ---------- HWH Incorporated ("HWHI"), a Delaware corporation, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHLP; HWH Valentine Incorporated ("HWHVI"), a Delaware corporation, the general partner of HWHV, whose address is c/o Haas Wheat & Harrison Incorporated, 300 Crescent Court, Suite 1700, Dallas, Texas 75201, and which acts as the sole general partner of HWHV; and Robert B. Haas and Douglas D. Wheat are the sole stockholders of HWHI. Robert B. Haas, Douglas D. Wheat and H Scurry Johnson are the sole stockholders of HWHVI. The sole general partner of HWHCP, HWHVP, and HWHSVP, is HWHLP, HWHV and HWHV, respectively, and the sole general partner of each of such limited partnerships is HWHI, HWHVI and HWHVI, respectively, each of which is a corporation controlled by Mr. Haas. Information is response to Items (a) through (c) and (f) with respect to Messrs. Haas, Wheat and Harrison is set forth in Appendix I, attached hereto and incorporated by reference herein. The above named persons are sometimes referred to as the "Reporting Parties." HWHCP, HWHVP, and HWHSVP are referred to collectively, as the "Investors." (d) and (e). None of the Reporting Parties has, during the last five years, been (i) convicted in a criminal proceeding or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which such person was subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws. SCHEDULE 13D CUSIP No. 72813P 100 Page 12 of 26 Pages ---------- Item 3. Source and Amount of Funds or Other Consideration Pursuant to the Stock Purchase Agreement (a copy of which is attached hereto as Exhibit 1), dated as of March 17, 1995 (the "Stock Purchase Agreement"), among the Company and the Investors, the Company issued, and the Investors acquired from the Company, an aggregate of 20,000,000 shares of Common Stock for an aggregate purchase price (the "Purchase Price") of $180,000,000, upon the terms and subject to the conditions set forth in the Stock Purchase Agreement. The funds used by the Investors to pay the Purchase Price were obtained by the Investors from capital contributions made by its partners pursuant to their capital commitments. Item 4. Purpose of the Transaction. The Investors have acquired the Shares for the purposes of making a significant investment in the Company, obtaining the right to nominate a simple majority of the Company's Board of Directors and exercising the rights contained in the agreements referred to in the next sentence. The Stock Purchase Agreement, the Registration Rights Agreement, dated as of March 17, 1995 (the "Registration Rights Agreement"), among the Company and the Investors, and the Voting and Disposition of Securities Agreement, dated as of June 6, 1995 (the "Securities Agreement") between HWHV and Phemus Corporation, the sole limited partner of HWHSVP ("Phemus"), which are attached hereto as Exhibits 1, 2 and 3, respectively, and which are incorporated herein by reference, contain, among other things, certain provisions which relate to (i) the acquisition and disposition of securities of the Company, (ii) a change in the present board of directors of the Company, including a change in the nomination procedures with respect to directors of the Company and (iii) a change in the Company's capitalization. These provisions are described in greater detail in "Item 6 - Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer". Except as described above and in the Stock Purchase Agreement and as set forth above in the immediately preceding paragraph, no Reporting person has any intention, plan or proposal with respect to: SCHEDULE 13D CUSIP No. 72813P 100 Page 13 of 26 Pages ---------- (a) The acquisition by any person of additional securities of the issuer, or the disposition of securities of the issuer; (b) An extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the issuer or any of its subsidiaries; (c) A sale or transfer of a material amount of assets of the issuer or any of its subsidiaries; (d) Any change in the present Board of Directors or management of the issuer, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (e) Any material change in the present capitalization or dividend policy of the issuer; (f) Any other material change in the issuer's business or corporate structure, including but not limited to, if the issuer is a registered closed-end investment company, any plans or proposals to make any changes in its investment policy for which a vote is required by Section 13 of the Investment Company Act of 1940; (g) Changes in the issuer's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the issuer by any person; (h) Causing a class of securities of the issuer to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association; (i) A class of equity securities of the issuer becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or (j) Any action similar to any of those enumerated above. SCHEDULE 13D CUSIP No. 72813P 100 Page 14 of 26 Pages ---------- Each of the Reporting Parties, however, may, at any time and from time to time, and reserves the right to, subject to the provisions of the Stock Purchase Agreement, acquire additional securities of the Company, dispose of any such securities of the Company or formulate other plans or proposals regarding the Company or its securities, to the extent deemed advisable by such Reporting Party in light of its general investment policies, market conditions or other factors. Item 5. Interest in Securities of the Issuer. (a) and (b). The aggregate percentage of shares of Common Stock reported owned by each person herein is based upon the information contained in the Company's Proxy Statement dated April 25, 1995 and the representations and warranties contained in, and the consummation of the transactions contemplated by, the Stock Purchase Agreement. As of the close of business on June 6, 1995: Name of Reporting Party: HWH Capital Partners, L.P. (a) Aggregate Number of Securities Owned 8,055,555 Percentage 15.8% (b) 1. Sole power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 8,055,555 4. Shared power to dispose of or to direct the disposition - 0 - HWH Valentine Partners, L.P. (a) Aggregate Number of Securities Owned 9,028,482 Percentage 17.7% SCHEDULE 13D CUSIP No. 72813P 100 Page 15 of 26 Pages ---------- (b) 1. Sole power to vote or to direct the vote 9,028,482 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 9,028,482 4. Shared power to dispose of or to direct the disposition - 0 - HWH Surplus Valentine Partners, L.P. (a) Aggregate Number of Securities Owned 2,915,963 Percentage 5.7% (b) 1. Sole power to vote or to direct the vote - 0 - 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition - 0 - 4. Shared power to dispose of or to direct the disposition 2,915,963 HWH, L.P. (a) Aggregate Number of Securities Owned 8,055,555 (b) Percentage 15.8% 1. Sole power to vote or to direct the vote 8,055,555 2. Shared power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the disposition 8,055,555 4. Shared power to direct the disposition - 0 - SCHEDULE 13D CUSIP No. 72813P 100 Page 16 of 26 Pages ---------- HWH Valentine, L.P. (a) Aggregate Number of Securities Owned 11,944,445 (b) Percentage 23.9% 1. Sole power to vote or to direct the vote 9,028,482 2. Shared power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition 9,028,482 4. Shared power to direct the disposition 2,915,963 HWH Incorporated (a) Aggregate Number of Securities Owned 8,055,555 (b) Percentage 15.8% 1. Sole Power to vote or to direct the vote 8,055,555 2. Shared Power to vote or to direct the vote - 0 - 3. Sole power to dispose or to direct the dispositions 8,055,555 4. Shared power to direct the disposition - 0 - HWH Valentine Incorporated (a) Aggregate Number of Securities Owned 11,944,445 (b) Percentage 23.9% 1. Sole Power to vote or to direct the vote 9,028,482 2. Shared Power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the dispositions 9,028,482 SCHEDULE 13D CUSIP No. 72813P 100 Page 17 of 26 Pages ---------- 4. Shared power to direct the disposition 2,915,963 Robert B. Haas (a) Aggregate Number of Securities Owned 20,000,000 (b) Percentage 39.3% 1. Sole Power to vote or to direct the vote 17,084,037 2. Shared Power to vote or to direct the vote 2,915,963 3. Sole power to dispose or to direct the disposition 17,084,037 4. Shared power to direct the disposition 2,915,963 (c). As a result of the arrangements described herein, certain Reporting Parties may be deemed pursuant to Rule 13d-5(b)(1) to be members of a "group" with other Reporting Parties. Under Rule 13d-5(b)(1), each member of a group is deemed to have aquired beneficial ownership of all of the equity securities of the Company that are beneficially owned by the other members of the group. However, each of the Reporting Parties disclaims beneficial ownership of the Common Stock beneficially owned by the other Reporting Parties, other than the Shares reported in this Schedule as being beneficially owned by such Reporting Party. Except as set forth above, no Reporting Party nor, to the best knowledge of each Reporting Party, any person identified on Appendix I, beneficially owns any shares of Common Stock or has effected any transaction in shares of Common Stock during the preceding 60 days. (d). To the best knowledge of the Reporting Parties, no person other than the Reporting Parties has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e). Not applicable. SCHEDULE 13D CUSIP No. 72813P 100 Page 18 of 26 Pages ---------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Stock Purchase Agreement The following is a summary of certain provisions of the Stock Purchase Agreement, a copy of which is attached as Exhibit 1 hereto and is incorporated herein by reference. This summary is qualified in its entirety by reference to the Stock Purchase Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Stock Purchase Agreement. Transfer Restrictions. The Investors have agreed that they will not transfer the Shares except pursuant to an effective registration statement or an applicable exemption from registration under the Securities Act, and that, during the period (the "Restricted Period") ending on the earliest to occur of: (i) December 31, 1997, (ii) the date on which the Investors, any of their respective affiliates and any Persons in a 13D Group (any partnership, limited partnership, syndicate or other "group" as such term is used in Section 13(d)(3) of the Exchange Act) with such Persons cease to beneficially own in the aggregate securities entitled to vote generally in the election of directors, or securities convertible into or exercisable or exchangeable for such securities ("Voting Securities") representing at least 10% of the Voting Securities of the Company, (iii) the acquisition by any Person or 13D Group (other than the Investors and their respective affiliates or any transferee thereof) of beneficial ownership of Voting Securities representing the greater of 25% or the percentage of Voting Securities beneficially owned by the Investors, their affiliates and any other Persons in a 13D Group with such Persons minus 10%, (iv) the sale of substantially all of the Common Stock of the company or all or substantially all of the assets of the Company or its subsidiaries, taken as a whole, through a stock purchase agreement, merger or other business combina tion, (v) the occurrence of any of the following: (a) the slate of directors actually nominated by the Board of direc tors or any committees thereof does not include such number of Investor Designees which, when added to the number of continuing directors who are Investor Designees, equals at least a simple majority of the board of Directors, (b) any Investor Designee is not elected as a director at any meeting of stockholders or by written consent of the stockholders when such Investor Designee is nominated for election, and sufficient Investor Designees are not added to the Board of Directors such that Investor Designees thereafter constitute at least a simple majority of the board of Directors, or SCHEDULE 13D CUSIP No. 72813P 100 Page 19 of 26 Pages ---------- (c) any Investor Designee becomes unable to serve for any reason during his or her term and is not replaced by an Investor Designee at or before the earlier of the beginning of the next meeting of the Board of Directors or any action to be taken by the Board of Directors by written consent to occur after such event (each of (a), (b) and (c), a "Post- Closing Event"), (vi) the occurrence of a Bankruptcy Event with respect to the Company or any of its subsidiaries having annual revenues of more than $20,000,000, and (vii) a default in the payment of principal or interest when due in respect to indebtedness having an aggregate principal amount in excess of $10,000,000 (except under circumstances where the Company has available funds to make such payment). Notwithstanding the foregoing, the Investors may transfer Shares (i) to their affiliates or limited partners which agree to be bound by the voting and standstill restrictions set forth in the Stock Purchase Agreement, (ii) to an entity which agrees to be bound by such restrictions, to which the transfer has been approved by a majority of the directors who, with respect to such transaction or series of transactions, have no material direct or indirect financial interest in or with respect to such transaction or series of transactions (the "Disinterested Directors"), (iii) to an entity that following such transfer will beneficially own less than 5% of the Common Stock of the Company on a fully diluted basis, (iv) pursuant to Rule 144 under the Securities Act, (v) in a public offering registered under the Securities Act pursuant to which, if such offering is not an underwritten offering, no one entity obtains more than 5% of the Common Stock on a fully diluted basis, or (vi) pursuant to (a) a tender offer commenced by the Company under the circumstances described in the Stock Purchase Agreement, (b) a tender offer for all outstanding shares of common Stock by any Person other than any Investor or any affiliate thereof, or (c) a tender offer or exchange offer by any Person other than an Investor or any affiliate thereof, in connection with which the Board of Directors (1) recommends that the stockholders of the Company tender their shares of common Stock in such tender or exchange offer or (2) states that it is neutral with respect to such tender or exchange offer. During the Restricted Period, the Investors will not permit any Partnership Change of Control to occur. The Investors may pledge, mortgage, hypothecate or grant a security interest in, or grant participation rights in, the Shares, in each case to a banking institution in a bona fide loan transaction, provided that if any pledgee, mortgagee or holder of such security interest forecloses on the Shares, it may do so only if such pledgee, mortgagee or holder agrees to be bound by the Transfer Restrictions. SCHEDULE 13D CUSIP No. 72813P 100 Page 20 of 26 Pages ---------- Voting of Shares. The Investors have agreed that, for up to ten years, so long as Investors beneficially own at least 25% of the outstanding Voting Securities, unless a Post-Closing Event has occurred, the Investors will vote all of their Voting Securities for a Board of Directors that will consist at all times of a simple majority of Investor Designees and the remainder of Non-Investor Designees. See "BY-LAWS AMENDMENT" for a description of the method of nomination of Investor Designees and Non-Investor Designees. Standstill. The Investors have agreed that during the Standstill Period (as defined below), they will not, nor will they permit any of their Affiliates to, acquire, offer to acquire, or agree to acquire, any Voting Securities; provided, however, that the Investors and any of their Affiliates may acquire Voting Securities (i) as a result of a stock split, stock dividend or similar recapitalization of the Company, the consummation of which does not violate the terms of the ownership restriction set forth below, or (ii) so long as the Investors and their Affiliates (together with any other Persons in a 13D Group in which the Investors and their Affiliates are participants) beneficially own no more than 46% of the Voting Securities of the Company. The "Standstill Period" is the period from the date of the clos ing until the earliest to occur of: (i) the fifth anniver sary of the Closing, (ii) the date on which the Investors and their Affiliates (together with any other Persons in a 13D Group in which the Investors and their Affiliates are participants) cease to beneficially own in the aggregate Voting Securities representing at least 10% of the outstand ing Voting Securities of the Company, (iii) a Change of Control (as defined below), (iv) the sale of substantially all of the common Stock or all or substantially all of the assets of the Company through a stock purchase agreement, merger or other business combination, (v) a Post-Closing Event, or (vi) a Bankruptcy Event, or defaults in payment of principal or interest when due with respect to money borrowed having an aggregate principal amount in excess of $10,000,000 (except under circumstances where the Company has available funds to make such payment). A "Change of Control" for purposes of the "Standstill Period" is defined as the acquisition by any Person or 13D Group (other than the Investors and their respective Affiliates or any transferee thereof) of beneficial ownership of Voting Securities representing the greater of (i) 25% or (ii) the percentage of the outstanding Voting Securities beneficially owned by the Investors, their Affiliates and any other Persons in a 13D Group with such Persons, minus 10%, or more of the out standing Voting Securities. SCHEDULE 13D CUSIP No. 72813P 100 Page 21 of 26 Pages ---------- Registration Rights Agreement The following is a summary of certain provisions of the Registration Rights Agreement, a copy of which is attached as Exhibit 2 hereto and is incorporated herein by reference. This summary is qualified in its entirety by reference to the Registration Rights Agreement. Capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Registration Rights Agreement. Concurrently with the execution of the Stock Purchase Agreement, the Company and the Investors executed the Registration Rights Agreement, which provides that any time after the earlier to occur of the second anniversary of the Closing and the termination of the Restricted Period (as defined in the Stock Purchase Agreement), one or more holders may request registration of their Shares and certain shares issued with respect to any of the Shares by way of a dividend, stock split, recapitalization, merger or similar event (the "Registrable Securities"). Other holders of Registrable Securities may join in the registration. Holders of other securities of the Company having registration rights may participate only under certain circumstances and subject to certain limitations. Underwriters for an underwritten offering will be selected by Selling Holders (as defined in the Registration Rights Agreement) of more than 50% of each class of Registrable Securities to be included in the registration, and must be reasonably acceptable to the Company. The Company will not be required to effect more than four registrations or, except on the determination by the Disinterested Directors that such registrations would not harm the stock price, more than one in any six-month period. The Company is not required to effect a registration statement covering less than 15% of the then-outstanding Registrable Securities. The Company will pay all expenses in connection with the first two such registrations and the holders of Registrable Securities to be included in the offering and the Company will pay all expenses for the latter two pro rata according to the number of Registrable Securities to be included in the offering. If the Company proposes to register any Common Stock (except for registration on Form S-4 or Form S-8), the holders of Registrable Securities will have the opportunity to request inclusion of their Registrable Securities in such registra tion on a pro rata basis with holders who have existing registration rights. The Company will pay all expenses in connection with such registrations. The Company has generally agreed to use it best efforts to effect such registrations within 90 days after the period within which requests for registration may be given to SCHEDULE 13D CUSIP No. 72813P 100 Page 22 of 26 Pages ---------- the Company. The Company has also agreed to enter into an underwriting agreement on customary terms in the case of an underwritten requested registration, and to use its best efforts to arrange for the underwriters to include requesting holders of Registrable Securities if the Company proposes to register securities in an underwritten offering. The Company has the right, in the case of a requested registration, to postpone the filing of any registration statement for a reasonable period, not to exceed 90 days, if in its reasonable judgment such registration would interfere with any financing, acquisition, corporate reorganization or other material transaction. The Company has agreed to indemnify each seller of Registrable Securities covered by a registration statement and each underwriter in the offering or sale of such Securi ties and their respective directors, officers, partners, agents and affiliates, against certain liabilities, including liabilities under the Securities Act. Securities Agreement The Securities Agreement, a copy of which is attached as Exhibit 3 hereto and is incorporated herein by reference, provides for the shared voting and dispositive power over the Shares between HWHV and Phemus. This section is qualified in its entirety by reference to the Securities Agreement. By-Laws Amendment The Company's stockholders have approved an amendment to the Company's By-Laws (the "By-Laws Amendment"), effective only until the date on which no party is contractu ally obligated to vote for nominees for director under the Stock Purchase Agreement. See Stock Purchase Agreement; Voting of Shares." The By-Laws Amendment amends the Company's By-Laws to provide that: (i) stockholder nominations for director must be made by written notice, containing certain information, to the Secretary of the Company within ten days after notice of the annual or special meeting, provided that notice shall not be required to be given more than 60 days prior to such meeting; (ii) the Board of Directors will be comprised of an odd number of members from nine to fifteen as determined from time to time by the Board of Directors; SCHEDULE 13D CUSIP No. 72813P 100 Page 23 of 26 Pages ---------- (iii) nominations for a simple majority of the Board of Directors to be elected at each annual meeting shall be made by a committee of the Board of Directors (the "Investor Nominating Committee") consisting of Investor Designees, and nominations for the remainder of the Board of directors shall be made by a committee of the Board of Directors (the "Non-Investor Nominating Committee") con sisting of members who are Non-Investor Designees, provided that two such Non-Investor Designees must be executive officers of the Company, one of whom will be the chief execu tive officer, and two must be Unaffiliated Persons (as defined in the By-Law Amendment); and (iv) any amendments to the provisions of the By- Laws described in (i) through (iii) above shall require the affirmative vote of holders of at least two-thirds of the outstanding Common Stock. The above summary of the By-Laws Amendment is qualified in its entirety by reference to the By-Laws Amendment, a copy of which is attached as Exhibit 4 and is incorporated herein by reference. Item 7. Material to be Filed as Exhibits 1. Stock Purchase Agreement. 2. Registration Rights Agreement. 3. Voting and Disposition of Securities Agreement. 4. Form of Amendment to the By-Laws of the Company. 5. Joint Filing Agreement SCHEDULE 13D CUSIP No. 72813P 100 Page 24 of 26 Pages ---------- SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. June __, 1995 HWH CAPITAL PARTNERS, L.P. By: HWH, L.P., its general partner By: HWH Incorporated, its general partner By: ______________________________ Name: Title: HWH VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: ______________________________ Name: Title: HWH SURPLUS VALENTINE PARTNERS, L.P. By: HWH Valentine, L.P., its general partner By: HWH Valentine Incorporated, its general partner By: ______________________________ Name: Title: SCHEDULE 13D CUSIP No. 72813P 100 Page 25 of 26 Pages ---------- HWH, L.P. By: HWH Incorporated, its general partner By: ______________________________ Name: Title: HWH VALENTINE, L.P. By: HWH Valentine Incorporated, its general partner By: ______________________________ Name: Title: HWH INCORPORATED By: ______________________________ Name: Title: HWH VALENTINE INCORPORATED By: ______________________________ Name: Title: ______________________________ Robert B. Haas SCHEDULE 13D CUSIP No. 72813P 100 Page 26 of 26 Pages ---------- APPENDIX I Directors and Executive Officers of HWH Incorporated and HWH Valentine Incorporated ----------------------------------------------- Present Principal Occupation Name and Position and Business Address - ----------------- ---------------------------- Robert B. Haas Private Banker Chairman of the Board c/o Haas Wheat & Harrison & CEO Incorporated 300 Crescent Court Suite 1700 Dallas, TX 75201 Douglas D. Wheat Private Banker President & COO c/o Haas Wheat & Harrison Incorporated 300 Crescent Court Suite 1700 Dallas, TX 75201 H Scurry Johnson Private Banker Vice President c/o Haas Wheat & Harrison Incorporated 300 Crescent Court Suite 1700 Dallas, TX 75201 All of the above named individuals are citizens of the United States. -----END PRIVACY-ENHANCED MESSAGE-----