* |
If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
** |
Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
Energizer Holdings, Inc. ("Energizer") is filing this Form 3 solely because it may be deemed to have beneficial ownership
pursuant to Section 13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") of 8,664,407 shares of
common stock (the "Shares") of Playtex Products, Inc. ("Playtex"), consisting of 6,000,386 shares of common stock (including
593,960 unvested restricted shares of common stock) and options to purchase 2,664,021 shares of common stock. |
(2) |
The Shares are subject to a Stockholder Agreement (the "Stockholder Agreement") dated as of July 12, 2007 between Energizer
and each director, certain officers and certain stockholders of Playtex. Energizer entered into the Stockholder Agreement
in connection with the Agreement and Plan of Merger (the "Merger Agreement") dated as of July 12, 2007 between Energizer,
ETKM, Inc. ("Merger Sub") and Playtex, pursuant to which Merger Sub will merge with and into Playtex and Playtex will
become a wholly-owned subsidiary of Energizer. For additional information regarding the Stockholder Agreement and Merger
Agreement, see the Schedule 13D filed by Energizer with the Securities and Exchange Commission on the date hereof. |
(3) |
Neither the filing of this statement nor any of its contents shall be deemed to constitute an admission by Energizer that it
is the beneficial owner of any of the Shares for purposes of Section 16 of the Exchange Act or for any other purpose, and
such beneficial ownership is expressly disclaimed. Energizer has no "pecuniary interest" in the Shares. |