Exhibit 99.1
LETTER OF TRANSMITTAL
TO TENDER FOR EXCHANGE
$350,000,000 AGGREGATE PRINCIPAL AMOUNT
9 3/8% SENIOR SUBORDINATED NOTES DUE 2011
PLAYTEX PRODUCTS, INC.
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THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M. NEW YORK CITY TIME,
ON ____________, 2001, UNLESS EXTENDED (THE "EXPIRATION DATE").
TENDERS OF INITIAL NOTES MAY BE WITHDRAWN PRIOR TO 5:00 P.M.,
NEW YORK CITY TIME, ON THE EXPIRATION DATE.
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DELIVERY TO: The Bank of New York, Exchange Agent
BY REGISTERED OR CERTIFIED MAIL: BY FACSIMILE IN NEW YORK:
(for Eligible Institutions only)
The Bank of New York (212) 815-6339
Corporate Trust Department
101 Barclay Street, Floor 7E Confirm by Telephone:
New York, New York 10286 (212) 815-5920
Attention: Carolle Montreuil
BY OVERNIGHT COURIER OR HAND:
The Bank of New York
Corporate Trust Department
101 Barclay Street, 1st Floor
New York, New York 10286
Attention: Carolle Montreuil
DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH
ABOVE, OR TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH
ABOVE, WILL NOT CONSTITUTE A VALID DELIVERY.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE
COMPLETING ANY BOX BELOW.
The undersigned acknowledges that he or she has received and reviewed
the prospectus, dated _________, 2001 (the "Prospectus"), of Playtex Products,
Inc., a Delaware company (the "Company"), and this Letter of Transmittal (the
"Letter"), which together constitute the Company's offer (the "Exchange Offer")
to exchange $350,000,000 in aggregate principal amount of its 9?% Senior
Subordinated Notes due 2011 (the "Exchange Notes"), for a like aggregate
principal amount of its outstanding 9?% Senior Subordinated Notes due 2011 (the
"Initial Notes") that were issued and sold in reliance upon an exemption from
registration under the Securities Act of 1933, as amended (the "Securities
Act").
For each Initial Note accepted for exchange, the holder of such Initial
Note will receive an Exchange Note having an aggregate principal amount equal to
that of the surrendered Initial Note.
This Letter is to be completed by a holder of Initial Notes either
if certificates are to be forwarded herewith or if a tender of certificates
for Initial Notes, if available, is to be made by book-entry transfer to the
account maintained by the Exchange Agent at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer--Procedures for Tendering Initial Notes-Book--Entry Delivery
Procedure" section of the Prospectus and an Agent's Message (as defined
herein) is not delivered. Delivery of this Letter and any other required
documents should be made to the Exchange Agent. Delivery of documents to the
Book-Entry Transfer Facility does not constitute delivery to the Exchange
Agent.
Holders of Initial Notes whose certificates are not immediately
available, or who are unable to deliver their certificates (or cannot obtain
a confirmation of the book-entry tender of their Initial Notes into the
Exchange Agent's account at the Book-Entry Transfer Facility (a "Book-Entry
Confirmation") on a timely basis) and all other documents required by this
Letter to the Exchange Agent on or prior to the Expiration Date, must tender
their Initial Notes according to the guaranteed delivery procedures set forth
in "The Exchange Offer--Procedures for Tendering Initial Notes--Guaranteed
Delivery Procedure" section of the Prospectus. See Instruction 1.
The undersigned has completed the appropriate boxes below and signed
this Letter to indicate the action the undersigned desires to take with respect
to the Exchange Offer. Holders who wish to exchange their Initial Notes must
complete this Letter in its entirety.
THE INSTRUCTIONS INCLUDED WITH THIS LETTER MUST BE FOLLOWED. QUESTIONS
AND REQUESTS FOR ASSISTANCE OR FOR ADDITIONAL COPIES OF THE PROSPECTUS AND THIS
LETTER MAY BE DIRECTED TO THE EXCHANGE AGENT.
List below the Initial Notes to which this Letter relates. If the space
provided below is inadequate, the certificate numbers and principal amount of
Initial Notes should be listed on a separate signed schedule affixed to this
Letter.
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DESCRIPTION OF INITIAL NOTES
(SEE INSTRUCTION 2)
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NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S) CERTIFICATE AGGREGATE PRINCIPAL
EXACTLY AS NAME(S) APPEAR(S) ON INITIAL NOTES NUMBER(S)* PRINCIPAL AMOUNT
(PLEASE FILL IN, IF BLANK) AMOUNT TENDERED (IF
REPRESENTED LESS THAN
BY CERTIFICATE ALL)**
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TOTAL
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* Need not be completed if Initial Notes are being tendered by book-entry
transfer.
** Unless otherwise indicated in this column, the holder will be deemed to
have tendered the full aggregate principal amount represented by such
Initial Notes. See Instruction 2. Initial Notes tendered hereby must be
in integral multiples of $1,000. See Instruction 1.
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o CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE
BOOK-ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:
Name of Tendering Institution:
Account Number: Transaction Code Number:
By crediting Initial Notes to the Exchange Agent's Account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an Agent's Message to the Exchange Agent in which the holder of
Initial Notes acknowledges and agrees to be bound by the terms of this Letter,
the participant in ATOP confirms on behalf of itself and the beneficial owners
of such Initial Notes all provisions of this Letter applicable to it and such
beneficial owners as if it had completed the information required herein and
executed and transmitted this Letter to the Exchange Agent.
o CHECK HERE IF TENDERED INITIAL NOTES ARE BEING DELIVERED PURSUANT TO A
NOTICE OF GUARANTEED DELIVERY AND COMPLETE THE FOLLOWING:
Name(s) of Registered Holder(s):
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Window Ticket Number (if any):
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Date of Execution of Notice of Guaranteed Delivery:
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Name of Eligible Institution that Guaranteed Delivery:
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IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:
Account Number: Transaction Code Number:
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o CHECK HERE IF YOU ARE A BROKER-DEALER.
o CHECK HERE IF YOU WISH TO RECEIVE 10 ADDITIONAL COPIES OF THE
PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS THERETO.
Name:
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Address:
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PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY
Ladies and Gentlemen:
Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company for exchange the aggregate principal
amount of Initial Notes indicated above. Subject to, and effective upon, the
acceptance for exchange of the Initial Notes tendered hereby, the undersigned
hereby sells, assigns and transfers to, or upon the order of, the Company all
right, title and interest in and to such Initial Notes as are being tendered
hereby.
The undersigned hereby irrevocably constitutes and appoints the
Exchange Agent as the agent and attorney-in-fact of the undersigned (with full
knowledge that the Exchange Agent also acts as the agent of the Company in
connection with the Exchange Offer) with respect to the tendered Initial Notes
with full power of substitution to (i) deliver such Initial Notes, or transfer
ownership of such Initial Notes on the account books maintained by the
Book-Entry Transfer Facility, to the Company and deliver all accompanying
evidences of transfer and authenticity, and (ii) present such Initial Notes for
transfer on the books of the Company and receive all benefits and otherwise
exercise all rights of beneficial ownership of such Initial Notes, all in
accordance with the terms of the Exchange Offer. The power of attorney granted
in this paragraph shall be deemed to be irrevocable and coupled with an
interest.
The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Initial Notes
tendered hereby and to acquire Exchange Notes issuable upon the exchange of such
tendered Initial Notes, and that the Company will acquire good and unencumbered
title thereto, free and clear of all liens, restrictions, charges and
encumbrances and not subject to any adverse claim when the same are accepted by
the Company.
The undersigned acknowledges that this Exchange Offer is being made in
reliance on interpretations by the staff of the Securities and Exchange
Commission (the "SEC"), as set forth in no-action letters issued to third
parties, that the Exchange Notes issued in exchange for the Initial Notes
pursuant to the Exchange Offer may be offered for resale, resold and otherwise
transferred by holders thereof (other than (i) any such holder that is an
"affiliate" of the Company within the meaning of Rule 405 under the Securities
Act or (ii) any broker-dealer that purchases Initial Notes from the Company to
resell pursuant to Rule 144A under the Securities Act ("Rule 144A") or any other
available exemption), without compliance with the registration and prospectus
delivery provisions of the Securities Act, provided that such Exchange Notes are
acquired in the ordinary course of such holders' business and such holders have
no arrangement with any person to participate in the distribution of such
Exchange Notes and are not participating in, and do not intend to participate
in, the distribution of the Exchange Notes. The undersigned acknowledges that
the Company does not intend to request the SEC to consider, and the SEC has not
considered the Exchange Offer in the context of a no-action letter, and there
can be no assurance that the staff of the SEC would make a similar determination
with respect to the Exchange Offer as in other circumstances. The undersigned
acknowledges that any holder that is an affiliate of the Company, or is
participating in or intends to participate in or has any arrangement or
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understanding with respect to the distribution of the Exchange Notes to be
acquired pursuant to the Exchange Offer, (i) cannot rely on the applicable
interpretations of the staff of the SEC and (ii) must comply with the
registration and prospectus delivery requirements of the Securities Act in
connection with any resale transaction.
The undersigned hereby further represents that (i) any Exchange Notes
acquired pursuant to the Exchange Offer are being acquired in the ordinary
course of business of the person receiving such Exchange Notes, whether or not
such person is the holder; (ii) such holder or other person has no arrangement
or understanding with any person to participate in, a distribution of such
Exchange Notes within the meaning of the Securities Act and is not participating
in, and does not intend to participate in, the distribution of such Exchange
Notes within the meaning of the Securities Act and (iii) such holder or such
other person is not an "affiliate," as defined in Rule 405 under the Securities
Act, of the Company or, if such holder or such other person is an affiliate,
such holder or such other person will comply with the registration and
prospectus delivery requirements of the Securities Act to the extent applicable.
If the undersigned is not a broker-dealer, the undersigned represents
that it is not engaging in, and does not intend to engage in, a distribution of
Exchange Notes. If the undersigned is a broker-dealer that will receive Exchange
Notes for its own account in exchange for Initial Notes, it represents that the
Initial Notes to be exchanged for the Exchange Notes were acquired by it as a
result of market-making or other trading activities and acknowledges that it
will deliver a prospectus in connection with any resale, offer to resell or
other transfer of such Exchange Notes; however, by so acknowledging and by
delivering a prospectus, the undersigned will not be deemed to admit that it is
an "underwriter" within the meaning of the Securities Act.
The undersigned also warrants that acceptance of any tendered Initial
Notes by the Company and the issuance of Exchange Notes in exchange therefor
shall constitute performance in full by the Company of certain of its
obligations under the Registration Rights Agreement, which has been filed as an
exhibit to the registration statement in connection with the Exchange Offer.
The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Initial Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter and every
obligation of the undersigned hereunder shall be binding upon the successors,
assigns, heirs, executors, administrators, trustees in bankruptcy and legal
representatives of the undersigned and shall not be affected by, and shall
survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in this Letter.
The undersigned understands that tenders of the Initial Notes
pursuant to any one of the procedures described under "The Exchange
Offer--Procedures for Tendering Initial Notes" in the Prospectus and in the
instructions hereto will constitute a binding agreement between the
undersigned and the Company in accordance with the terms and subject to the
conditions of the Exchange Offer.
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The undersigned recognizes that, under certain circumstances set forth
in the Prospectus under "The Exchange Offer--Conditions to the Exchange Offer"
the Company may not be required to accept for exchange any of the Initial Notes
tendered. Initial Notes not accepted for exchange or withdrawn will be returned
to the undersigned at the address set forth below unless otherwise indicated
under "Special Delivery Instructions" below.
Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes (and, if applicable,
substitute certificates representing Initial Notes for any Initial Notes not
exchanged) in the name of the undersigned or, in the case of a book-entry
delivery of Initial Notes, please credit the account indicated above maintained
at the Book Entry Transfer Facility. Similarly, unless otherwise indicated under
the box entitled "Special Delivery Instructions" below, please send the Exchange
Notes (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) to the undersigned at the address shown
below the undersigned's signature(s). In the event that both "Special Issuance
Instructions" and "Special Delivery Instructions" are completed, please issue
the Exchange Notes issued in exchange for the Initial Notes accepted for
exchange (and, if applicable, substitute certificates representing Initial Notes
for any Initial Notes not exchanged) in the names of the person(s) so indicated.
The undersigned recognizes that the Company has no obligation pursuant to the
"Special Issuance Instructions" and "Special Delivery Instructions" to transfer
any Initial Notes from the name of the registered holder(s) thereof if the
Company does not accept for exchange any of the Initial Notes so tendered for
exchange.
THE BOOK-ENTRY TRANSFER FACILITY, AS THE HOLDER OF RECORD OF CERTAIN
INITIAL NOTES, HAS GRANTED AUTHORITY TO THE BOOK-ENTRY TRANSFER FACILITY
PARTICIPANTS WHOSE NAMES APPEAR ON A SECURITY POSITION LISTING WITH RESPECT TO
SUCH INITIAL NOTES AS OF THE DATE OF TENDER OF SUCH INITIAL NOTES TO EXECUTE AND
DELIVER THIS LETTER AS IF THEY WERE THE HOLDERS OF RECORD. ACCORDINGLY, FOR
PURPOSES OF THIS LETTER, THE TERM "HOLDER" SHALL BE DEEMED TO INCLUDE SUCH
BOOK-ENTRY TRANSFER FACILITY PARTICIPANTS.
THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF INITIAL
NOTES" ABOVE AND SIGNING THIS LETTER AND DELIVERING SUCH NOTES AND THIS LETTER
TO THE EXCHANGE AGENT, WILL BE DEEMED TO HAVE TENDERED THE INITIAL NOTES AS SET
FORTH IN SUCH BOX ABOVE.
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SPECIAL ISSUANCE INSTRUCTIONS SPECIAL DELIVERY INSTRUCTIONS
(SEE INSTRUCTIONS 3, 4 AND 5) (SEE INSTRUCTIONS 3, 4 AND 5)
To be completed ONLY if certificates for To be completed ONLY if certificates for
Initial Notes not tendered or not accepted for exchange, Initial Notes not tendered or not accepted for exchange,
or Exchange Notes issued in exchange for Initial Notes or Exchange Notes issued in exchange for Initial Notes
accepted for exchange, are to be issued in the name of accepted for exchange, are to be sent to someone other
and sent to someone other than the undersigned, or if than the undersigned or to the undersigned at an address
Initial Notes delivered by book-entry transfer which are other than shown in the box entitled "Description of
not accepted for exchange are to be returned by credit Initial Notes" above.
to an account maintained at the Book-Entry Transfer
Facility other than the account indicated above.
Issue (certificates) to: Mail to:
Name(s): Name(s):
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(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT) (PLEASE TYPE OR PRINT)
Address: Address:
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(INCLUDE ZIP CODE) (INCLUDE ZIP CODE)
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(TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER) (TAXPAYER IDENTIFICATION OR SOCIAL SECURITY NUMBER)
(COMPLETE SUBSTITUTE FORM W-9) (COMPLETE SUBSTITUTE FORM W-9)
o Credit unexchanged Initial Notes delivered by
book-entry transfer to the Book-Entry Transfer
Facility account set forth below.
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(BOOK-ENTRY TRANSFER FACILITY
ACCOUNT NUMBER, IF APPLICABLE)
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IMPORTANT: UNLESS GUARANTEED DELIVERY PROCEDURES ARE COMPLIED WITH, THIS LETTER
OR A FACSIMILE HEREOF OR AN AGENT'S MESSAGE IN LIEU HEREOF (IN EACH CASE,
TOGETHER WITH THE CERTIFICATE(S) FOR INITIAL NOTES OR A CONFIRMATION OF
BOOK-ENTRY TRANSFER AND ALL OTHER REQUIRED DOCUMENTS) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.
PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL
CAREFULLY BEFORE COMPLETING ANY BOX ABOVE.
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PLEASE SIGN HERE
(TO BE COMPLETED BY ALL TENDERING HOLDERS WHETHER OR NOT
INITIAL NOTES ARE BEING PHYSICALLY TENDERED HEREBY)
(PLEASE ALSO COMPLETE AND RETURN THE ACCOMPANYING SUBSTITUTE FORM W-9)
X
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X
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SIGNATURE(S) OF OWNER(S) DATE
Area Code and Telephone Number:
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IF A HOLDER IS TENDERING ANY INITIAL NOTES, THIS LETTER MUST BE SIGNED BY THE
REGISTERED HOLDER(S) EXACTLY AS THE NAME(S) APPEAR(S) ON THE CERTIFICATE(S) FOR
THE INITIAL NOTES OR ON A SECURITY POSITION LISTING AS THE OWNER OF INITIAL
NOTES BY PERSON(S) AUTHORIZED TO BECOME REGISTERED HOLDER(S) BY A PROPERLY
COMPLETED BOND POWER FROM THE REGISTERED HOLDER(S), A COPY OF WHICH MUST BE
TRANSMITTED WITH THIS LETTER. IF INITIAL NOTES TO WHICH THIS LETTER RELATES ARE
HELD OF RECORD BY TWO OR MORE JOINT HOLDERS, THEN ALL SUCH HOLDERS MUST SIGN
THIS LETTER. IF SIGNATURE IS BY A TRUSTEE, EXECUTOR, ADMINISTRATOR, GUARDIAN,
OFFICER OR OTHER PERSON ACTING IN A FIDUCIARY OR REPRESENTATIVE CAPACITY, THEN
SUCH PERSON MUST (i) SET FORTH HIS OR HER FULL TITLE BELOW AND (ii) UNLESS
WAIVED BY THE COMPANY, SUBMIT EVIDENCE SATISFACTORY TO THE COMPANY OF SUCH
PERSON'S AUTHORITY TO SO ACT. SEE INSTRUCTION 3.
NAME(S):
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(PLEASE TYPE OR PRINT)
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(PLEASE TYPE OR PRINT)
CAPACITY:
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ADDRESS:
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(INCLUDING ZIP CODE)
SIGNATURE GUARANTEE BY AN ELIGIBLE INSTITUTION
(IF REQUIRED BY INSTRUCTION 3)
Signature(s) Guaranteed by
an Eligible Institution:
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(AUTHORIZED SIGNATURE)
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(TITLE)
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(NAME OF FIRM)
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(ADDRESS, INCLUDE ZIP CODE)
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(AREA CODE AND TELEPHONE NUMBER)
Dated:
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8
INSTRUCTIONS
FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER
1. DELIVERY OF THIS LETTER AND INITIAL NOTES; GUARANTEED DELIVERY
PROCEDURES.
This Letter is to be completed by noteholders either if certificates
are to be forwarded herewith or if tenders are to be made pursuant to the
procedures for delivery by book-entry transfer set forth in "The Exchange
Offer--Procedures for Tendering Initial Notes--Book-Entry Delivery Procedure"
section of the Prospectus and an Agent's Message is not delivered.
Certificates for all physically tendered Initial Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter (or manually signed facsimile hereof) and any other documents
required by this Letter, must be received by the Exchange Agent at the
address set forth herein on or prior to 5:00 p.m., New York City time, on the
Expiration Date, or the tendering holder must comply with the guaranteed
delivery procedures set forth below. Initial Notes tendered hereby must be in
denominations of principal amount that are integral multiples of $1,000. The
term "Agent's Message" means a message, transmitted by The Depository Trust
Company and received by the Exchange Agent and forming a part of the
Book-Entry Confirmation, which states that the Book-Entry Transfer Facility
has received an express acknowledgment from a participant tendering Initial
Notes which are subject to the Book-Entry Confirmation and that such
participant has received and agrees to be bound by this Letter and that the
Company may enforce this Letter against such participant.
Noteholders who wish to tender their Initial Notes and (a) whose
certificates for Initial Notes are not immediately available, or (b) who
cannot deliver their certificates and all other required documents to the
Exchange Agent on or prior to the Expiration Date, or (c) who cannot complete
the procedure for book-entry transfer on a timely basis, must tender their
Initial Notes pursuant to the guaranteed delivery procedures set forth in
"The Exchange Offer--Procedures for Tendering Initial Notes--Guaranteed
Delivery Procedure" section of the Prospectus. Pursuant to such procedures,
(i) such tender must be made through an Eligible Institution (as
defined in Instruction 3 below),
(ii) on or prior to the Expiration Date, the Exchange Agent must
receive from such Eligible Institution a properly completed and duly
executed Letter (or a facsimile thereof or an Agent's Message in lieu
hereof) and Notice of Guaranteed Delivery, substantially in the form
provided by the Company (by telegram, telex, facsimile transmission, mail
or hand delivery), setting forth the name and address of the holder of
Initial Notes and the amount of Initial Notes tendered, stating that the
tender is being made thereby and guaranteeing that within three New York
Stock Exchange ("NYSE") trading days after the date of execution of the
Notice of Guaranteed Delivery, the certificates for all physically
tendered Initial Notes, or a Book-Entry Confirmation, and any other
documents required by the Letter will be deposited by the Eligible
Institution with the Exchange Agent, and
(iii) the certificates for all physically tendered Initial Notes, in
proper form for transfer, or Book-Entry Confirmation, as the case may be,
and all other documents
9
required by this Letter, are received by the Exchange Agent within three
NYSE trading days after the date of execution of the Notice of Guaranteed
Delivery.
The method of delivery of this Letter, the Initial Notes and all other
required documents is at the election and risk of the tendering holders, but the
delivery will be deemed made only when actually received or confirmed by the
Exchange Agent. If Initial Notes are sent by mail, it is suggested that the
mailing be made sufficiently in advance of the Expiration Date to permit
delivery to the Exchange Agent prior to 5:00 p.m., New York City time, on the
Expiration Date.
See "The Exchange Offer" section of the Prospectus.
2. PARTIAL TENDERS (NOT APPLICABLE TO NOTEHOLDERS WHO TENDER BY BOOK-ENTRY
TRANSFER).
Tenders of Initial Notes will be accepted only in integral multiples of
$1,000. If less than the entire principal amount of any Initial Notes is
tendered, the tendering holder(s) should fill in the principal amount of Initial
Notes to be tendered in the box above entitled "Description of Initial Notes."
The entire principal amount of the Initial Notes delivered to the Exchange Agent
will be deemed to have been tendered unless otherwise indicated. If the entire
principal amount of Initial Notes is not tendered, then Initial Notes for the
principal amount of Initial Notes not tendered and Exchange Notes issued in
exchange for any Initial Notes accepted will be sent to the holder at his or her
registered address, unless otherwise provided in the appropriate box on this
Letter, promptly after the Initial Notes are accepted for exchange.
3. SIGNATURES ON THIS LETTER; BOND POWERS AND ENDORSEMENTS; GUARANTEE OF
SIGNATURES.
If this Letter is signed by the registered holder of the Initial Notes
tendered hereby, the signature must correspond with the name(s) as written on
the face of the certificates representing such Initial Notes without alteration,
enlargement or any change whatsoever.
If this Letter is signed by a participant in the Book-Entry Transfer
Facility, the signature must correspond with the name as it appears on the
security position listing as the holder of the Initial Notes.
If any tendered Initial Notes are owned of record by two or more joint
owners, all of such owners must sign this Letter.
If any tendered Initial Notes are registered in different names on
several certificates, it will be necessary to complete, sign and submit as many
separate copies of this Letter as there are different registrations of
certificates.
When this Letter is signed by the registered holder or holders of the
Initial Notes specified herein and tendered hereby, no endorsements of
certificates or separate bond powers are required. If, however, the Exchange
Notes are to be issued, or any untendered Initial Notes are to be reissued, to a
person other than the registered holder, then endorsements of any certificates
transmitted hereby or separate bond powers are required. Signatures on such
certificate(s) must be guaranteed by an Eligible Institution.
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If this Letter is signed by a person other than the registered holder
or holders of any certificate(s) specified herein, such certificate(s) must be
endorsed or accompanied by appropriate bond powers, in either case signed
exactly as the name or names of the registered holder or holders appear(s) on
the certificate(s) and signatures on such certificate(s) must be guaranteed by
an Eligible Institution.
If this Letter or any certificates or bond powers are signed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and, unless waived by the Company,
evidence satisfactory to the Company of its authority to so act must be
submitted with the Letter.
Endorsements on certificates for Initial Notes or signatures on bond
powers required by this Instruction 3 must be guaranteed by a firm which is a
member of a registered national securities exchange or a member of the National
Association of Securities Dealers, Inc., or a commercial bank, a clearing
agency, insured credit union, a savings association or trust company having an
office or correspondent in the United States or an "eligible guarantor"
institution within the meaning of Rule 17Ad-15 under the Securities Exchange Act
of 1934, as amended (each an "Eligible Institution").
Signatures on this Letter need not be guaranteed by an Eligible
Institution if the Initial Notes are tendered: (i) by a registered holder of
Initial Notes (which term, for purposes of the Exchange Offer, includes any
participant in the Book-Entry Transfer Facility system whose name appears on a
security position listing as the holder of such Initial Notes) who has not
completed the box entitled "Special Issuance Instructions" or "Special Delivery
Instructions" on this Letter, or (ii) for the account of an Eligible
Institution.
4. SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.
Tendering holders of Initial Notes should indicate, in the applicable
box or boxes, the name and address (or account at the Book-Entry Transfer
Facility) to which Exchange Notes issued pursuant to the Exchange Offer, or
substitute Initial Notes not tendered or accepted for exchange, are to be issued
or sent, if different from the name or address of the person signing this
Letter. In the case of issuance in a different name, the employer identification
or social security number of the person named must also be indicated. Holders
tendering Initial Notes by book-entry transfer may request that Initial Notes
not exchanged be credited to such account maintained at the Book-Entry Transfer
Facility as such noteholder may designate hereon. If no such instructions are
given, such Initial Notes not exchanged will be returned to the name or address
of the person signing this Letter.
5. TAX IDENTIFICATION NUMBER.
Under the federal income tax laws, payments that may be made by the
Company on account of Exchange Notes issued pursuant to the Exchange Offer may
be subject to backup withholding at the rate specified in Section 3406(a)(1) of
the Code (the "Specified Rate"). In order to avoid such backup withholding, each
tendering holder should complete and sign the Substitute Form W-9 included in
this Letter and provide the correct taxpayer identification number ("TIN") and
certify, under penalties of perjury, that (a) the TIN provided is correct; (b)
that (i) the holder has not been notified by the Internal Revenue Service (the
"IRS") that
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the holder is subject to backup withholding as a result of failure to report all
interest or dividends, (ii) the IRS has notified the holder that the holder is
no longer subject to backup withholding, or (iii) the holder is exempt from
backup withholding; and (c) the holder is a U.S. person (including a U.S.
resident alien). If the tendering holder has not been issued a TIN and has
applied for one, or intends to apply for one in the near future, such holder
should write "Applied For" in the space provided for the TIN in Part I of the
Substitute Form W-9, sign and date the Substitute Form W-9, and sign the
Certificate of Awaiting Taxpayer Identification Number. If "Applied For" is
written in Part I, the Company (or the Paying Agent under the Indenture
governing the Exchange Notes) shall retain the Specified Rate of payments made
to the tendering holder during the sixty (60) day period following the date of
the Substitute Form W-9. If the holder furnishes the Exchange Agent or the
Company with his or her TIN within sixty (60) days after the date of the
Substitute Form W-9, the Company (or the Paying Agent) shall remit such amounts
retained during the sixty (60) day period to the holder and no further amounts
shall be retained or withheld from payments made to the holder thereafter. If,
however, the holder has not provided the Exchange Agent or the Company with his
or her TIN within such sixty (60) day period, the Company (or the Paying Agent)
shall remit such previously retained amounts to the IRS as backup withholding.
In general, if a holder is an individual, the taxpayer identification number is
the Social Security number of such individual. If the Exchange Agent or the
Company is not provided with the correct taxpayer identification number, the
holder may be subject to a $50 penalty imposed by the IRS. Certain holders
(including, among others, all corporations and certain foreign individuals) are
not subject to these backup withholding and reporting requirements. In order for
a foreign individual to qualify as an exempt recipient, such holder must submit
a statement (generally, IRS Form W-8BEN), signed under penalties of perjury,
attesting to that individual's exempt status. Such statements can be obtained
from the Exchange Agent. For further information concerning backup withholding
and instructions for completing the Substitute Form W-9 (including how to obtain
a taxpayer identification number if you do not have one and how to complete the
Substitute Form W-9 if Initial Notes are registered in more than one name),
consult the enclosed "Guidelines for Certification of Taxpayer Identification
Number on Substitute Form W-9."
Failure to complete the Substitute Form W-9 will not, by itself, cause
Initial Notes to be deemed invalidly tendered, but may require the Company (or
the Paying Agent) to withhold the Specified Rate of the amount of any payments
made on account of the Exchange Notes. Backup withholding is not an additional
federal income tax. Rather, the federal income tax liability of a person subject
to backup withholding will be reduced by the amount of tax withheld. If
withholding results in an overpayment of taxes, a refund may be obtained.
6. TRANSFER TAXES.
The Company will pay all transfer taxes, if any, applicable to the
transfer of Initial Notes to it or its order pursuant to the Exchange Offer. If,
however, Exchange Notes or substitute Initial Notes not exchanged are to be
delivered to, or are to be registered or issued in the name of, any person other
than the registered holder of the Initial Notes tendered hereby, or if tendered
Initial Notes are registered in the name of any person other than the person
signing this Letter, or if a transfer tax is imposed for any reason other than
the transfer of Initial Notes to the Company or its order pursuant to the
Exchange Offer, the amount of
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any such transfer taxes (whether imposed on the registered holder or any other
persons) will be payable by the tendering holder. If satisfactory evidence of
payment of such taxes or exemption therefrom is not submitted with this Letter,
the amount of such transfer taxes will be billed directly to such tendering
holder.
Except as provided in this Instruction 6, it will not be necessary for
transfer tax stamps to be affixed to the Initial Notes specified in this Letter.
7. WAIVER OF CONDITIONS.
The Company reserves the absolute right to amend, waive or modify, in
whole or in part, any or all conditions to the Exchange Offer.
8. NO CONDITIONAL TENDERS.
No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Initial Notes, by execution of this Letter,
shall waive any right to receive notice of the acceptance of their Initial Notes
for exchange.
Neither the Company, the Exchange Agent nor any other person is
obligated to give notice of any defect or irregularity with respect to any
tender of Initial Notes nor shall any of them incur any liability for failure to
give any such notice.
9. MUTILATED, LOST, STOLEN OR DESTROYED INITIAL NOTES.
Any holder whose Initial Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions. This Letter and related documents cannot be processed
until the Initial Notes have been replaced.
10. REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.
Questions relating to the procedure for tendering, as well as requests
for additional copies of the Prospectus, this Letter and the Notice of
Guaranteed Delivery, may be directed to the Exchange Agent, at the address and
telephone number indicated above.
11. INCORPORATION OF LETTER OF TRANSMITTAL.
This Letter shall be deemed to be incorporated in and acknowledged and
accepted by any tender through the Book-Entry Transfer Facility's ATOP
procedures by any participant on behalf of itself and the beneficial owners of
any Initial Notes so tendered.
12. WITHDRAWALS.
Tenders of Initial Notes may be withdrawn only pursuant to the limited
withdrawal rights set forth in the Prospectus under the caption "The Exchange
Offer--Withdrawal of Tenders" in the Prospectus.
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TO BE COMPLETED BY ALL TENDERING HOLDERS
(SEE INSTRUCTION 5)
PLEASE CAREFULLY READ THE IMPORTANT TAX INFORMATION BELOW
- ------------------------------------------------------------------------------------------------------------------------------------
PAYER'S NAME: PLAYTEX PRODUCTS, INC.
- ----------------------------------------|--------------------------------------------|----------------------------------------------
| |
| |
SUBSTITUTE |PART I -- PLEASE PROVIDE YOUR TAXPAYER |
|IDENTIFICATION NUMBER IN THE BOX AT RIGHT | ----------------------------------
|AND CERTIFY BY SIGNING AND DATING BELOW. | Social Security Number(s)
|See the enclosed "Guidelines for |
FORM W-9 |Certification of Taxpayer Identification |
DEPARTMENT OF THE TREASURY |Number on Substitute Form W-9" for | OR
INTERNAL REVENUE SERVICE |instructions. |
| |
PAYER'S REQUEST FOR TAXPAYER | | -----------------------------------
IDENTIFICATION NUMBER (TIN) | | Employer Identification Number(s)
| |
- ----------------------------------------|-------------------------------------------------------------------------------------------
|PART II -- For Payees Exempt from Backup Withholding (see enclosed Guidelines)*
|
PLEASE FILL IN YOUR |
NAME AND ADDRESS BELOW |
|
|PART III --
NAME: |
-----------------------------------|
|CERTIFICATION-- UNDER THE PENALTIES OF PERJURY, I CERTIFY THAT:
| (1) The number shown on this form is my correct taxpayer identification number (or I
| am waiting for a number to be issued to me), and
- ----------------------------------------|
ADDRESS (NUMBER AND STREET) | (2) I am not subject to backup withholding either because I am exempt from backup
| withholding, I have not been notified by the Internal Revenue Service ("IRS")
| that I am subject to backup withholding as a result of a failure to report all
- ----------------------------------------| interest or dividends, or the IRS has notified me that I am no longer subject to
CITY, STATE AND ZIP CODE | backup withholding, and
|
| (3) I am a U.S. person (including a U.S. resident alien).
|-------------------------------------------------------------------------------------------
CHECK APPROPRIATE BOX: |
|
|_| INDIVIDUAL/SOLE |_| CORPORATION |
PROPRIETOR | Signature: Date:
| ----------------------------------------------- --------------------------
|_| PARTNERSHIP |_| OTHER |
------ |
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATION GUIDELINES--You must cross out item (2) of the above certification if you have been notified by the IRS that you are
subject to backup withholding because of under reporting of interest or dividends on your tax return. However, if after being
notified by the IRS that you were subject to backup withholding you received another notification from the IRS stating that you are
no longer subject to backup withholding, do not cross out item (2).
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER
I certify under penalties of perjury that a taxpayer identification number has not been issued to me, and either (a) I have
mailed or delivered an application to receive a taxpayer identification number to the appropriate Internal Revenue Service Center or
Social Security Administration Office, or (b) I intend to mail or deliver an application in the near future. I understand that if I
do not provide a taxpayer identification number to the payer, the Specified Rate of all payments made to me on account of the
Exchange Notes shall be retained until I provide a taxpayer identification number to the payer and that, if I do not provide my
taxpayer identification number within sixty (60) days, such retained amounts shall be remitted to the Internal Revenue Service as
backup withholding and the Specified Rate of all reportable payments made to me thereafter will be withheld and remitted to the
Internal Revenue Service until I provide a taxpayer identification number.
Signature: Date:
------------------------------------------------------ -----------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
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NOTE: FAILURE TO COMPLETE AND RETURN THIS FORM MAY RESULT IN BACKUP WITHHOLDING
OF THE SPECIFIED RATE OF ANY PAYMENTS MADE TO YOU UNDER THE EXCHANGE NOTES.
PLEASE REVIEW THE ENCLOSED "GUIDELINES FOR CERTIFICATION OF TAXPAYER
IDENTIFICATION NUMBER ON SUBSTITUTE FORM W-9" FOR ADDITIONAL DETAILS.
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GULDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
NUMBER ON SUBSTITUTE FORM W-9
GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE PAYER.--
Social Security numbers have nine digits separated by two hyphens: i.e.
000-00-0000. Employer identification numbers have nine digits separated by only
one hyphen: i.e. 00-0000000. The table below will help determine the number to
give the payer.
FOR THIS TYPE OF ACCOUNT: GIVE THE
SOCIAL SECURITY NUMBER OF--
- ----------------------------------------------------------------------------------------------------------
1. An individual's account The individual
2. Two or more individuals (joint account) The actual owner of the account or, if combined
funds, the first individual on the account (l)
3. Custodian account of a minor (Uniform Gift The minor (2)
to Minors Act)
4. a. The usual revocable savings trust The grantor-trustee (l)
account (grantor is also trustee)
b. So-called trust account that is The actual owner(l)
not a legal or valid trust under
State law
5. Sole proprietorship account The owner (3)
6. A valid trust, estate, or pension trust The legal entity (4)
7. Corporate account The corporation
8. Religious, charitable, or educational The organization
organization account
9. Partnership account The partnership
10. Association, club or other tax-exempt The organization
organization
11. A broker or registered nominee The broker or nominee
12. Account with the Department of Agriculture The public entity
in the name of a public entity (such as a
State or local government, school district,
or prison) that receives agricultural
program payments.
- ----------------------------------------------------------------------------------------------------------
(1) List first and circle the name of the person whose number you furnish.
If only one person on a joint account has a Social Security number,
that person's number must be furnished.
(2) Circle the minor's name and furnish the minor's Social Security number.
(3) Show the name of the owner. You may also enter your business or "doing
business as" name. You may use either your Social Security number or
employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension
trust. (Do not furnish the TIN of the personal representative or
trustee unless the legal entity itself is not designated in the account
title.)
NOTE: If no name is circled when there is more than one name, the number will be
considered to be that of the first name listed.
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OBTAINING A NUMBER
If you do not have a taxpayer identification number or you do not know
your number, obtain Form SS-5, Application for a Social Security Number Card, or
Form SS-4, Application for Employer Identification Number at the local office of
the Social Security Administration or the Internal Revenue Service and apply for
a number.
PAYEES EXEMPT FROM BACKUP WITHHOLDING
Payees specifically exempted from backup withholding on all payments
include the following:
1. An organization exempt form tax under section 501(a), any IRA,
or a custodial account under section 403(b)(7) if the account
satisfies the requirements of section 401(f)(2).
2. The United States or any of its agencies or instrumentalities.
3. A state, the District of Columbia, a possession of the United
States, or any of their political subdivisions or
instrumentalities.
4. A foreign government or any of its political subdivisions,
agencies, or instrumentalities.
5. An international organization or any of its agencies or
instrumentalities.
Other payees that may be exempt from backup withholding include:
6. A corporation.
7. A foreign central bank of issue.
8. A dealer in securities or commodities required to register in
the United States, the District of Columbia, or a possession
of the United States.
9. A futures commission merchant registered with the Commodity
Futures Trading Commission.
10. A real estate investment trust.
11. An entity registered at all times during the tax year under
the Investment Company Act of 1940.
12. A common trust fund operated by a bank under section 584(a).
13. A financial institution.
14. A middleman known in the investment community as a nominee or
custodian.
15. A trust exempt form tax under section 664 or described in
section 4947.
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The following types of payments are exempt form backup withholding as
indicated for items 1 through 15 above.
INTEREST AND DIVIDEND PAYMENTS. All listed payees are exempt except the
payee in item 9.
BROKER TRANSACTIONS. All payees listed in items 1 through 13 are
exempt. A person registered under the Investment Advisors Act of 1940
who regularly acts as a broker is also exempt.
BARTER EXCHANGE TRANSACTIONS AND PATRONAGE DIVIDENDS. Only payees
listed in items 1 through 5 are exempt.
PAYMENTS REPORTABLE UNDER SECTIONS 6041 AND 6041A. Only payees listed
in items 1 through 7 are generally exempt.
PAYMENTS EXEMPT FROM BACKUP WITHHOLDING
Payments that are not subject to information reporting also are not
subject to backup withholding. For details, see sections 6041, 6041A, 6042,
6044, 6045, 6049, 6050A, and 6050N of the Code, and their regulations.
Payments of interest not generally subject to backup withholding
include the following:
o Payments of interest on obligations issued by individuals.
Note: You may be subject to backup withholding if this interest is $600
or more and is paid in the course of the payer's trade or business and you have
not provided your correct taxpayer identification number to the payer.
o Payments of tax-exempt interest (including exempt-interest
dividends under Section 852 of the Code).
o Payments described in section 6049(b)(5) of the Code to
non-resident aliens.
o Payments on tax-free covenant bonds under Section 1451.
o Payments made by certain foreign organizations.
Exempt payees described above should file Substitute Form W-9 to avoid
possible erroneous backup withholding. File this form with the Payer, furnish
your taxpayer identification number, write "EXEMPT" in Part II of the Substitute
Form W-9, sign and date the form and return it to the Payer.
IF YOU ARE A NONRESIDENT ALIEN OR A FOREIGN ENTITY NOT SUBJECT TO
BACKUP WITHHOLDING, FILE A COMPLETED INTERNAL REVENUE SERVICE FORM W-8BEN WITH
THE PAYER.
PRIVACY ACT NOTICE. -- Section 6109 of the Code requires you to give your
correct TIN to payers who must file information returns with the IRS to report
interest, dividends, and certain other income paid to you. The IRS uses the
numbers for identification purposes and
18
to help verify the accuracy of your tax return. The IRS may also provide this
information to the Department of Justice for civil and criminal litigation and
to cities, states, and the District of Columbia to carry out their tax laws. You
must provide your TIN whether or not you are required to file a tax return.
Payers must generally withhold the Specified Rate of taxable interest, dividend
and certain other payments to a payee who does not furnish a taxpayer
identification number to a payer. Certain penalties may also apply.
PENALTIES
(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. --
If you fail to furnish your taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.
(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. --
If you make a false statement with no reasonable basis which results in no
imposition of backup withholding, you are subject to a penalty of $500.
(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. -- Willfully
falsifying certifications or affirmations may subject you to criminal penalties
including fines and/or imprisonment.
FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL
REVENUE SERVICE.
19