SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )
Playtex Products, Inc.
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(Name of Issuer)
Common Stock
--------------------------------------------------------------------------------
(Title of Class of Securities)
72813P100
--------------------------------------------------------------------------------
(CUSIP Number)
William R. Lucas, Jr.
One Riverchase Parkway South
Birmingham, Alabama 35244
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
February 15, 2007
--------------------------------------------------------------------------------
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [X].
Note: Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7 for
other parties to whom copies are to be sent.
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(1) The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which
would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Master Fund I, Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
8,303,200
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,303,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,303,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Offshore Manager, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
8,303,200
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,303,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,303,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC Investors, L.L.C.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
8,303,200
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
8,303,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,303,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.1%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations Fund, L.P.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
3. SEC USE ONLY
4. SOURCE OF FUNDS*
WC
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,196,800
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,196,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,196,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbinger Capital Partners Special Situations GP, LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,196,800
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,196,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,196,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
HMC - New York, Inc.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
New York
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
4,196,800
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
4,196,800
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
4,196,800
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.6%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Harbert Management Corporation
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
Alabama
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
12,500,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
12,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14. TYPE OF REPORTING PERSON*
CO
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Philip Falcone
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
12,500,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
12,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Raymond J. Harbert
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
12,500,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
12,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 72813P100
---------------------
1. NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Michael D. Luce
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [x]
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
U.S.A.
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON
7. SOLE VOTING POWER
0
8. SHARED VOTING POWER
12,500,000
9. SOLE DISPOSITIVE POWER
0
10. SHARED DISPOSITIVE POWER
12,500,000
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
12,500,000
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.8%
14. TYPE OF REPORTING PERSON*
IN
CUSIP No. 72813P100
---------------------
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Item 1. Security and Issuer.
Playtex Products, Inc. (the "Issuer" or "Playtex"), Common Stock (the
"Shares")
The address of the issuer is 300 Nyala Farms Road, Westport, Connecticut
06880.
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Item 2. Identity and Background.
(a-c,f) This Schedule 13D is being filed by Harbinger Capital Partners Master
Fund I, Ltd. (the "Master Fund"), Harbinger Capital Partners Offshore Manager,
L.L.C. ("Harbinger Management"), the investment manager of the Master Fund, HMC
Investors, L.L.C., its managing member ("HMC Investors"), Harbinger Capital
Partners Special Situations Fund, L.P. (the "Special Fund"), Harbinger Capital
Partners Special Situations GP, LLC, the general partner of the Special Fund
("HCPSS"), HMC - New York, Inc., the managing member of HCPSS ("HMCNY"), Harbert
Management Corporation ("HMC"), the managing member of HMC Investors and the
parent of HMCNY, Philip Falcone, a shareholder of HMC and the portfolio manager
of the Master Fund and the Special Fund, Raymond J. Harbert, a shareholder of
HMC, and Michael D. Luce, a shareholder of HMC (each of the Master Fund,
Harbinger Management, HMC Investors, HMC, Special Fund, HCPSS, HMCNY, Philip
Falcone, Raymond J. Harbert and Michael D. Luce may be referred to herein as a
"Reporting Person" and collectively may be referred to as "Reporting Persons").
The Master Fund is a Cayman Islands corporation with its principal business
address at c/o International Fund Services (Ireland) Limited, Third Floor,
Bishop's Square, Redmond's Hill, Dublin 2, Ireland. Each of Harbinger
Management, HMC Investors and HCPSS is a Delaware limited liability company. The
Special Fund is a Delaware limited partnership. HMC is an Alabama corporation.
HMCNY is a New York corporation. Each of Philip Falcone, Raymond J. Harbert and
Michael D. Luce is a United States citizen. The principal business address for
each of the Special Fund, HCPSS, HMCNY and Philip Falcone is 555 Madison Avenue,
16th Floor, New York, New York 10022. The principal business address for each of
Harbinger Management, HMC Investors, HMC, Raymond J. Harbert and Michael D. Luce
is One Riverchase Parkway South, Birmingham, Alabama 35244.
(d) None of Philip Falcone, Raymond J. Harbert or Michael D. Luce has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) None of the Reporting Persons have, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding were or are subject to a
judgement, 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.
As of the date hereof the Master Fund may be deemed to beneficially own
8,303,200 Shares.
As of the date hereof Harbinger Management may be deemed to beneficially own
8,303,200 Shares.
As of the date hereof HMC Investors may be deemed to beneficially own 8,303,200
Shares.
As of the date hereof the Special Fund may be deemed to beneficially own
4,196,800 Shares.
As of the date hereof HCPSS may be deemed to beneficially own 4,196,800 Shares.
As of the date hereof HMCNY may be deemed to beneficially own 4,196,800 Shares.
As of the date hereof HMC may be deemed to beneficially own 12,500,000 Shares.
As of the date hereof Philip Falcone may be deemed to beneficially own
12,500,000 Shares.
As of the date hereof Raymond J. Harbert may be deemed to beneficially own
12,500,000 Shares.
As of the date hereof Michael D. Luce may be deemed to beneficially own
12,500,000 Shares.
No borrowed funds were used to purchase the Shares, other than any borrowed
funds used for working capital purposes in the ordinary course of business.
--------------------------------------------------------------------------------
Item 4. Purpose of Transaction.
The Reporting Persons recognize the significant improvements to the Issuer's
balance sheet and operating performance to date under Chief Executive Officer
Neil DeFeo's leadership, and acquired the Issuer's common stock because they
believe it is an attractive investment opportunity.
Nonetheless, the Reporting Persons also believe that the intrinsic value of the
Issuer's three operating units is significantly higher than the current market
price reflects. The Reporting Persons hold this view as they believe the
multiples that would be paid for the individual divisions would be materially
higher that what the company trades for on a combined basis. Additionally, the
Reporting Persons see no real synergies between the Feminine Care, Infant Care
and Skin Care units operating on a common platform. However, the Reporting
Persons believe that there are several large global consumer products companies
that may have, an interest in some or all of the company's divisions. The
Reporting Persons believe that there are multiple potential buyers for each of
the company's divisions and given the strong brand equity inherent to the
Playtex and Banana Boat brands, that the sale of the company's various divisions
would be met with significant interest.
The Reporting Persons oppose the acquisition strategy outlined by the Issuer's
management on the quarterly conference call held on February 15, 2007. The
execution risk, inevitable increase in leverage and the need to learn new
markets associated with the plan to make a significant acquisition
internationally, is not in the best interest of shareholders. However, an out
right sale of the Issuer to a large multinational consumer products company that
can leverage the Issuer's brand equity through an existing international
distribution system would maximize shareholder value and deliver near term
liquidity to investors. The very fact that the Issuer's sales are 95%
concentrated in North America, makes the Issuer a very attractive acquisition
candidate.
In Summary, The Reporting Persons believe that the sum of Playtex's parts are
worth significantly more than the company under its current conglomerate
structure. The sale of some or all of the divisions would result in a
significant premium to the current market value of Playtex's shares. As such,
the Reporting Persons urge the Issuer's Board of Directors to explore strategic
alternatives (including the sale of all or parts of the company) to maximize
value for all shareholders. The Reporting Persons believe that several global
consumer products companies or similar strategic partners would be in a much
stronger position to fully capitalize on the market potential of the Issuer's
powerful brands by:
o increasing sales of the Issuer's branded products internationally;
o realizing meaningful synergies, as the corporate overhead at the
Issuer could be substantially eliminated; and
o pursuing significant growth opportunities that require significant
capital investment that the Issuer is not currently able to provide.
Given these long-term opportunities, the Reporting Persons believe that such a
strategic partner(s) would pay a significant premium over recent trading prices
for the Issuer's common stock, which would present attractive value and
liquidity to shareholders in the near term. The Reporting Persons would welcome
the opportunity to engage in a dialogue with the Issuer's management team and/or
Board of Directors regarding these issues.
The Reporting Persons may seek the views of, hold active discussions with or
respond to inquiries from members of the Issuer's Board of Directors, officers
or representatives or other persons, including other stockholders, regarding the
Issuer's affairs and strategic alternatives. The Reporting Persons may, at any
time and from time to time, purchase additional shares of common stock or may
dispose of any and all shares of common stock held by them. The Reporting
Persons may from time to time develop plans respecting, or propose changes in,
the composition of the board of directors, policies, operations, capital
structure or business of the Issuer, including a sale of all or portions of the
Company.
The Reporting Persons have no plans or proposals as of the date of this filing
which, other than as expressly set forth above, relate to, or would result in,
any of the actions enumerated in clauses (a) through (j) of Item 4 of Schedule
13D.
--------------------------------------------------------------------------------
Item 5. Interest in Securities of the Issuer.
(a, b) As of the date hereof, the Master Fund may be deemed to be the beneficial
owner of 8,303,200 Shares, constituting 13.1% of the Shares of the Issuer, based
upon 63,243,536 Shares outstanding as of October 30, 2006.
The Master Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 8,303,200 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 8,303,200 Shares.
(a, b) As of the date hereof, Harbinger Management may be deemed to be the
beneficial owner of 8,303,200 Shares, constituting 13.1% of the Shares of the
Issuer, based upon 63,243,536 Shares outstanding as of October 30, 2006.
Harbinger Management has the sole power to vote or direct the vote of 0
Shares; has the shared power to vote or direct the vote of 8,303,200 Shares; has
sole power to dispose or direct the disposition of 0 Shares; and has shared
power to dispose or direct the disposition of 8,303,200 Shares.
Harbinger Management specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC Investors may be deemed to be the beneficial
owner of 8,303,200 Shares, constituting 13.1% of the Shares of the Issuer, based
upon 63,243,536 Shares outstanding as of October 30, 2006.
HMC Investors has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 8,303,200 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 8,303,200 Shares.
HMC Investors specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, the Special Fund may be deemed to be the
beneficial owner of 4,196,800 Shares, constituting 6.6% of the Shares of the
Issuer, based upon 63,243,536 Shares outstanding as of October 30, 2006.
The Special Fund has the sole power to vote or direct the vote of 0 Shares;
has the shared power to vote or direct the vote of 4,196,800 Shares; has sole
power to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 4,196,800 Shares.
The Special Fund specifically disclaims beneficial ownership in the Shares
reported herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HCPSS may be deemed to be the beneficial owner of
4,196,800 Shares, constituting 6.6% of the Shares of the Issuer, based upon
63,243,536 Shares outstanding as of October 30, 2006.
HCPSS has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 4,196,800 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 4,196,800 Shares.
HCPSS specifically disclaims beneficial ownership in the Shares reported herein
except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMCNY may be deemed to be the beneficial
owner of 4,196,800 Shares, constituting 6.6% of the Shares of the Issuer, based
upon 63,243,536 Shares outstanding as of October 30, 2006.
HMCNY has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 4,196,800 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 4,196,800 Shares.
HMCNY specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, HMC may be deemed to be the beneficial owner
of 12,500,000 Shares, constituting 19.8% of the Shares of the Issuer, based upon
63,243,536 Shares outstanding as of October 30, 2006.
HMC has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 12,500,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 12,500,000 Shares.
HMC specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of its pecuniary interest therein.
(a, b) As of the date hereof, Philip Falcone may be deemed to be the beneficial
owner of 12,500,000 Shares, constituting 19.8% of the Shares of the Issuer,
based upon 63,243,536 Shares outstanding as of October 30, 2006.
Mr. Falcone has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 12,500,000 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 12,500,000 Shares.
Mr. Falcone specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Raymond J. Harbert may be deemed to be the
beneficial owner of 12,500,000 Shares, constituting 19.8% of the Shares of the
Issuer, based upon 63,243,536 Shares outstanding as of October 30, 2006.
Mr. Harbert has the sole power to vote or direct the vote of 0 Shares; has
the shared power to vote or direct the vote of 12,500,000 Shares; has sole power
to dispose or direct the disposition of 0 Shares; and has shared power to
dispose or direct the disposition of 12,500,000 Shares.
Mr. Harbert specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(a, b) As of the date hereof, Michael D. Luce may be deemed to be the beneficial
owner of 12,500,000 Shares, constituting 19.8% of the Shares of the Issuer,
based upon 63,243,536 Shares outstanding as of October 30, 2006.
Mr. Luce has the sole power to vote or direct the vote of 0 Shares; has the
shared power to vote or direct the vote of 12,500,000 Shares; has sole power to
dispose or direct the disposition of 0 Shares; and has shared power to dispose
or direct the disposition of 12,500,000 Shares.
Mr. Luce specifically disclaims beneficial ownership in the Shares reported
herein except to the extent of his pecuniary interest therein.
(c) The trading dates, number of Shares purchased and sold and price per share
for all transactions in the Shares in the past 60 days by the Reporting Persons
are set forth in Exhibit B.
-------------------------------------------------------------------------------
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
N/A.
-------------------------------------------------------------------------------
Item 7. Material to be Filed as Exhibits.
Exhibit A: Agreement between the Reporting Persons to file jointly
Exhibit B: Schedule of Transactions in the Shares of the Issuer
SIGNATURE
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.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.*
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------------
HMC Investors, L.L.C.*
By: /s/ William R. Lucas, Jr.
-------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------------
Harbinger Capital Partners Special Situations GP, LLC*
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------------
HMC - New York, Inc.*
By: /s/ William R. Lucas, Jr.
-------------------------------
Harbert Management Corporation*
By: /s/ William R. Lucas, Jr.
-------------------------------
/s/ Philip Falcone*
-------------------------------
Philip Falcone
/s/ Raymond J. Harbert*
-------------------------------
Raymond J. Harbert
/s/ Michael D. Luce*
-------------------------------
Michael D. Luce
February 16, 2007
Attention. Intentional misstatements or omissions of fact constitute federal
criminal violations (see 18 U.S.C. 1001).
Exhibit A
AGREEMENT
The undersigned agree that this Schedule 13D dated February 16, 2007 relating to
the Common Stock of Playtex Products, Inc. shall be filed on behalf of the
undersigned.
Harbinger Capital Partners Master Fund I, Ltd.
By: Harbinger Capital Partners Offshore Manager, L.L.C.
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------------
Harbinger Capital Partners Offshore Manager, L.L.C.*
By: HMC Investors, L.L.C., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------------
HMC Investors, L.L.C.*
By: /s/ William R. Lucas, Jr.
-------------------------------
Harbinger Capital Partners Special Situations Fund, L.P.
By: Harbinger Capital Partners Special Situations GP, LLC
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
________________________
Harbinger Capital Partners Special Situations GP, LLC*
By: HMC - New York, Inc., Managing Member
By: /s/ William R. Lucas, Jr.
-------------------------------
HMC - New York, Inc.*
By: /s/ William R. Lucas, Jr.
-------------------------------
Harbert Management Corporation*
By: /s/ William R. Lucas, Jr.
-------------------------------
/s/ Philip Falcone*
-------------------------------
Philip Falcone
/s/ Raymond J. Harbert*
-------------------------------
Raymond J. Harbert
/s/ Michael D. Luce*
-------------------------------
Michael D. Luce
*The Reporting Persons disclaim beneficial ownership in the shares reported
herein except to the extent of their pecuniary interest therein.
Exhibit B
Transactions in the Common Stock
--------------------------------
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS MASTER FUND I, LTD.
No transactions in the Common Stock of the Issuer in the past sixty days.
TRANSACTIONS BY HARBINGER CAPITAL PARTNERS SPECIAL SITUATIONS FUND, L.P.
No transactions in the Common Stock of the Issuer in the past sixty days.
SK 03773 0003 716188