EXHIBIT 99.3
REGISTRATION RIGHTS AGREEMENT
among
PLAYTEX PRODUCTS, INC.
and
β.β. CHILDS EQUITY PARTNERS, L.P.
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Dated as of January 28, 1998
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TABLE OF CONTENTS
Page
1. Background......................................................................................1
2. Registration Under Securities Act, etc..........................................................1
2.1 Registration on Request................................................................1
2.2 Incidental Registration................................................................5
2.3 Registration Procedures................................................................9
2.4 Underwritten Offerings................................................................12
2.5 Preparation; Reasonable Investigation.................................................13
2.6 Limitations, Conditions and Qualifications to Obligations under
Registration Covenants................................................................13
2.7 Indemnification.......................................................................14
3. Definitions....................................................................................17
4. Rule 144 and Rule 144A.........................................................................20
5. Amendments and Waivers.........................................................................20
6. Nominees for Beneficial Owners.................................................................20
7. Appointment of Representative..................................................................20
8. Notices........................................................................................21
9. Assignment.....................................................................................21
10. Calculation of Percentage Interests in Registrable Securities..................................21
11. No Inconsistent Agreements.....................................................................21
12. Remedies.......................................................................................21
13. Severability...................................................................................22
14. Entire Agreement...............................................................................22
15. Headings.......................................................................................22
16. Governing Law..................................................................................22
17. Counterparts...................................................................................22
REGISTRATION RIGHTS AGREEMENT (the "Agreement"), dated as of January
28, 1998, between PLAYTEX PRODUCTS, INC., a Delaware corporation (the "Company")
and β.β. CHILDS EQUITY PARTNERS, L.P., a Delaware limited partnership (the
"Principal Stockholder") and the other persons who are set forth in Schedule A
hereto (collectively with the Principal Stockholder, the "Childs Holders").
The parties hereby agree as follows:
1. Background. Pursuant to that certain Merger Agreement (as amended,
the "Merger Agreement"), dated as of December 22, 1997, among the Company, PCG
Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of the
Company ("Subsidiary"), Personal Care Holdings Inc., a Delaware corporation
("Target"), and the Principal Stockholder, the Childs Holders received as part
of the consideration for their shares of common stock of Target, par value $.01
per share, among other things, in the aggregate, 9,257,375 shares (the "Shares")
of Common Stock, par value $.01 per share, of the Company. Capitalized terms
used herein but 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 after the date that is six months
after the Effective Date (as defined in the Merger Agreement), upon the written
request of the Childs Representative on behalf 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
(ii) all other Registrable Securities which the
Company has been requested to register by the Childs
Representative on behalf of 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
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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 required to be
registered by (a) the holders thereof (the "HWH Selling Holders") pursuant to
Section 2.2(a) of the HWH Agreement (such securities, "HWH Securities") and (b)
the holders thereof (the "Third Party Selling Holders" and together with the HWH
Selling Holders, the "Other Selling Holders") pursuant to Section 3(a) of the
Stockholders Agreement (such securities, "Third Party Securities" and, together
with the HWH Securities, the "Other Securities").
(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 be deemed to have been effected if
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. Notwithstanding the foregoing, a registration requested
pursuant to this Section 2.1 shall not be deemed to have been effected if (i)
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 and has not thereafter become effective, or (ii) 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 Childs Representative on behalf of
Selling Holders of more than 50% of Registrable Securities to be included in
such registration and
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shall be reasonably acceptable to the Company. For purposes of this Section
2.1(e), the Company hereby acknowledges that each of the underwriters identified
on Schedule 2.1(e) hereto shall be deemed to be acceptable to the Company;
provided that such acknowledgment is subject to the condition that with respect
to any underwriter identified on such Schedule selected by the Selling Holders,
there shall have not occurred since the date hereof any material change with
respect to such underwriter which, in the reasonable determination of the
Company, makes such underwriter unqualified to participate in an underwritten
offering of Common Stock of which change the Company shall have notified the
Childs Representative prior to any such demand under this Section 2.1 upon
request from the Childs Representative.
(f) Priority in Requested Registration. If the managing
underwriter of any underwritten offering shall advise the Company in writ 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 Childs
Representative on behalf of Selling Holders of 66-2/3% of the Registrable
Securities requested to be included in such registration, the Company, except as
provided below, 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 (the "Maximum Amount"),
first, Third Party Securities requested to be included in such
registration to the extent required to be included therein pursuant to the
Stockholders Agreement, pro rata (based on the number of Third Party Securities
requested to be included in such registration) among the Third Party Selling
Holders requesting participation in such registration;
second, Registrable Securities requested to be included in
such registration up to an aggregate amount equal to the lesser of (A) the
aggregate amount of Registrable Securities requested to be included in such
registration and (B) (x) if such registration is the first requested pursuant to
this Section 2.1 (the "first registration"), the excess, if any, of the Maximum
Amount over the amount of securities provided for in the preceding paragraph
(such amount, the "Adjusted Maximum Amount"), but not in excess of 75% of the
Maximum Amount, or (y) if such registration is the second requested pursuant to
this Section 2.1 (the "second registration"), the sum of 50% of the Adjusted
Maximum Amount plus the Recapture Amount;
third, HWH Securities requested to be included in such
registration up to an aggregate amount equal to the lesser of (A) the aggregate
amount of HWH Securities requested to be included in such registration and (B)
(x) if such registration is the first registration, the excess, if any, of the
Maximum Amount over the amount of securities provided for in the two preceding
paragraphs but not in excess of 25% of
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the Maximum Amount, or (y) if such registration is the second registration, 50%
of the Adjusted Maximum Amount less the Recapture Amount;
fourth, to the extent that the amount of securities provided
for in the three immediately preceding paragraphs is less than the Maximum
Amount, Registrable Securities or HWH Securities, as applicable, requested to be
included in such registration, up to the aggregate amount requested by the
Selling Holders and HWH Selling Holders, respectively, to be included in such
registration in excess of the amounts provided for in the three immediately
preceding paragraphs; and
fifth, all securities proposed to be sold by the Company for
its own account;
provided, that from and after the date on which the Stockholders Agreement is no
longer in effect, all references to Third Party Securities in the foregoing
priorities shall be deleted and the priorities provided for herein shall be
automatically adjusted accordingly.
For purposes of the foregoing (A) all Registrable Securities
included in such registration shall be allocated pro rata (based on the number
of Registrable Securities held by each of the Selling Holders) among the Selling
Holders requesting such registration and (B) all HWH Securities included in such
registration shall be allocated pro rata (based on the number of HWH Securities
held by each of the HWH Selling Holders) among the HWH Selling Holders
requesting participation in such registration.
Notwithstanding the foregoing, if the total number of
Registrable Securities requested to be included in any registration cannot be
included, the Childs Representative on behalf of the holders of Registrable
Securities requesting registration thereof pursuant to this 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 this Section 2.1. 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 could have been
included therein, the Registration Expenses incurred by the Company in
connection with such withdrawn registration through the date of the Company's
receipt of the notice requesting such withdrawal, 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.
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(g) Limitations on Registration Requests. Notwithstanding
anything in this Section 2.1 to the contrary, in no event will the Company be
required to effect (i) in the aggregate, more than two registrations pursuant to
this Section 2.1; provided that in the event that the holders of Registrable
Securities are unable to include at least 50% of the relevant Maximum Amount
with respect to any such registration requested pursuant to Section 2.1(a) as a
result solely of the participation of the Third Party Selling Holders in such
registration, then, unless the amount requested to be included in such
registration is less than 50% of the relevant Maximum Amount, such registration
shall not be counted for purposes of this clause (i), (ii) 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 such second registration
within the six-month period would not have a material adverse effect on the
market price of the Common Stock, or (iii) a registration pursuant to Section
2.1 covering less than 30% 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.
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") (which request shall specify
the Registrable Securities intended to be disposed of by such 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), 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, promptly
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
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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 registra tion statement filed in connection with such registration,
the Company shall determine for any reason not to register or to delay
registration of 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 Other
Securities requested to be included in such registration would materially
adversely affect such offering, and the Company has so advised the Requesting
Holders and the holders of Other Securities that have requested Other Securities
to be included in such registration ("Other Requesting Holders") in writing,
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 (the "Incidental Maximum Amount"):
(A) if such registration is the first or second registration
initiated pursuant to Section 2.1 of the HWH Agreement:
first, Registrable Securities requested to be included in such
registration up to the Recapture Amount;
second, HWH Securities requested to be included in such
registration up to an amount equal to the lesser of (i) the aggregate amount of
HWH Securities requested to be included in such registration and (ii) 85% of the
Incidental Maximum Amount less the Recapture Amount;
third, Third Party Securities requested to be included in such
registration to the extent required to be included therein pursuant to the
Stockholders Agreement, pro rata (based on the number of Third Party Securities
requested to be included in such registration) among the Third Party Requesting
Holders requesting participation in such registration;
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fourth, Registrable Securities requested to be included in
such registration up to an amount equal to the lesser of (i) the aggregate
amount of Registrable Securities requested to be included in such registration,
(ii) the excess of the Incidental Maximum Amount over the amount provided for in
the three preceding paragraphs and (iii) 15% of the Incidental Maximum Amount;
fifth, Registrable Securities and Other Securities requested
to be included in such registration, up to the aggregate amount requested by the
Selling Holders and HWH Selling Holders to be included in such registration in
excess of the amounts provided for in the preceding paragraphs; and
sixth, securities proposed by the Company to be sold for its
own account;
(B) if such registration is the third or fourth registration
initiated pursuant to Section 2.1 of the HWH Agreement:
first, Third Party Securities requested to be included in such
registration to the extent required to be included therein pursuant to the
Stockholders Agreement, pro rata (based on the number of Third Party Securities
requested to be included in such registration) among the Third Party Requesting
Holders requesting participation in such registration;
second, Registrable Securities and HWH Securities requested to
be included in such registration, pro rata (based on the number of securities of
the Company held by each Requesting Holder and each HWH Selling Holder) among
such Requesting Holders and HWH Selling Holders; and
third, securities proposed by the Company to be sold for its
own account;
(C) if such registration is initiated by the Third Party
Selling Holders pursuant to Section 3(b) of the Stockholders Agreement:
first, Third Party Securities requested to be included in such
registration by the Third Party Requesting Holders to the extent required to be
included therein pursuant to the Stockholders Agreement, pro rata (based on the
number of Third Party Securities requested to be included in such registration);
second, Registrable Securities and HWH Securities requested to
be included in such registration, pro rata (based on the number of securities of
the Company held by each Requesting Holder and each HWH Requesting Holder) among
such Requesting Holders and HWH Requesting Holders; and
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third, securities proposed by the Company to be sold for its
own account; and
(D) in all other incidental registrations:
first, securities proposed by the Company to be sold for its
own account;
second, Third Party Securities requested to be included in
such registration to the extent required to be included therein pursuant to the
Stockholders Agreement and HWH Securities, pro rata (based on the number of
Other Securities requested to be included in such registration by each Other
Requesting Holder) among the Other Requesting Holders requesting participation
in such registration; and
third, Registrable Securities;
provided, that from and after the date that the Stockholders Agreement is no
longer in effect, (x) all references to Third Party Securities in the priorities
set forth in clauses (A) and (B) above shall be deleted and the priorities
provided for herein shall be automatically adjusted accordingly, (y) clause (C)
above shall be deleted in its entirety, and (z) clause (D) shall be redesignated
as clause (C) and shall be amended in its entirety to read as follows:
"(C) in all other incidental registrations:
first, securities proposed by the Company to be sold for its
own account; and
second, Registrable Securities and HWH Securities requested to
be included in such registration, pro rata (based on the number of securities of
the Company held by each Requesting Holder and each HWH Requesting Holder) among
the Requesting Holders and the HWH Requesting Holders requesting participation
in such registration."
For purposes of the foregoing, to the extent not otherwise
provided for above, (x) all Registrable Securities included in any such
registration shall be allocated pro rata (based on the number of Registrable
Securities held by each of the Requesting Holders) among the Requesting Holders
and (y) all HWH Securities included in any such registration shall be allocated
pro rata (based on the number of HWH Securities held by each of the HWH
Requesting Holders) among the HWH Requesting Holders.
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(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:
(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(a), 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) 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
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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 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
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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 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 such information regarding
such seller and the distribution of such securities as the Company may from time
to time reasonably request in writing.
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
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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.
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 the Childs
Representative on behalf of the holders of Registrable Securities representing
at least 50% of all Registrable Securities 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
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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 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 Childs
Representative on behalf of 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.
14
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 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 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
15
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. Such indemnity shall remain in full force and effect
regardless of any investigation made by or on behalf of 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
16
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 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 a 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
17
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.
(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:
"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.
ββ
"βββ βββββββββ" means the Registration Rights Agreement dated
as of March 17, 1995 among the Company, HWH Capital Partners, L.P., HWH
Valentine Partners, L.P., and HWH Surplus Valentine Partner, L.P.
"Incidental Maximum Amount" is defined in Section 2.2(b).
"Initiating Holder" is defined in Section 2.1.
"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.
"Recapture Amount" means the sum of (A) in the event that
Selling Holders have requested registration of Registrable Securities
representing, in the aggregate, more than the Adjusted Maximum Amount with
respect to the first registration effected by the Company pursuant to Section
2.1 hereof, the excess, if any, of (x) the lower of 75% of the Maximum Amount
with respect to such registration or the aggregate amount requested by the
Selling Holders to be included in such registration, over (y) the number of
Registrable Securities included in such registration, plus (B) in the event that
Requesting Holders have requested registration of Registrable Securities
representing, in the aggregate, more than 15% of the Incidental Maximum Amount
with respect to the first registration effected by the Company pursuant to
Section 2.1 of the HWH Agreement, the excess, if any, of (x) 15% of such
Incidental Maximum Amount, over (y) the number of Registrable Securities
included in such registration. The Recapture Amount in respect of any
registration effected by the Company pursuant to Section 2.1 hereof or Section
2.1 of the HWH Agreement shall be adjusted to reflect the inclusion of any
portion of the Recapture Amount included in any prior registration.
"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, (d) they
shall have been transferred or distributed to any limited partner, general
partner, member or holder of interests (however called) of any Childs Holder or
(e) they shall have ceased to be outstanding.
19
"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, 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 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 the HWH Agreement
and the Stockholders Agreement, respectively, in each case other than the
Company.
"Selling Holder" is defined in Section 2.1.
"Stockholders Agreement" means the Amended and Restated
Stockholders Agreement, dated as of November 5, 1991, by and among Playtex FP
Group Incorporated, the management investors listed on Schedule A thereto,
ββ-βββ Acquisition Fund, L.P., ββββββ β. βββ Company and the related persons
thereof set forth on Schedule B thereto, Chesterfield Investments and ββββ βββ
Corporation, as
20
amended by Amendment No. 1, dated as of March 17, 1995 and effective as of June
6, 1995, by and among the Company, ββββ β. ββββββ, βββββββ ββββββ Trust, βββββββ
ββββββ Trust, βββββ βββββ Trust, Hercules β. βββββ, βββββββββ βββββ Trust, βββββ
βββββ Trust, βββββββ βββββ Trust, ββββββ β. βββββ and the 1989 ββββββ β. βββ
Nominee Trust, dated as of September 29, 1989.
4. Rule 144 and Rule 144A. 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, (b) Rule 144A under the Securities Act, as such Rule
may be amended from time to time, or (c) 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 50% 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.
7. Appointment of Representative. Each Childs Holder hereby authorizes
and appoints the Principal Stockholder as its representative and agent for
purposes of accepting and delivering notices and taking actions hereunder on
behalf of each such Childs Holder hereunder and the Company acknowledges and
consents thereto. The Principal Stockholder acting in such capacity is sometimes
referred to herein as the "Childs Representative."
21
8. 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 Principal Stockholder, addressed to it in the
manner set forth in the Merger Agreement, or at such other address as it shall
have furnished to the Company in writing in the manner set forth herein; or
(b) if to the Company, addressed to it in the manner set forth
in the Merger 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.
9. 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 only, its respective successors and permitted assigns.
10. 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.
11. No Inconsistent Agreements. The Company will not hereafter enter
into any agreement with respect to its securities, or modify, amend, supplement
or extend any existing agreement with respect to its securities, which is or
will be inconsistent with the rights granted to the holders of Registrable
Securities in this Agreement.
12. 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.
22
13. 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
Principal Stockholder shall be enforceable to the fullest extent permitted by
law.
14. Entire Agreement. This Agreement, together with the Merger
Agreement (including the exhibits and schedules thereto) and the Stockholders
Agreement, 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, the Merger Agreement (including the exhibits and schedules thereto)
and the Stockholders Agreement supersede all prior agreements and understandings
between the parties with respect to such subject matter.
15. Headings. The headings in this Agreement are for convenience of
reference only and shall not limit or otherwise affect the meaning hereof.
16. 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.
17. 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.
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/ βββββββ β. ββββ
Name: βββββββ β. ββββ
Title: Executive Vice President
and Chief Financial Officer
23
β.β. CHILDS EQUITY PARTNERS, L.P.
By: β.β. CHILDS ADVISORS, L.P., its
general partner
By: β.β. Childs Associates, L.P., its
general partner
By: β.β. Childs Associates, Inc.
By: /s/ ββββ β. ββββββ
Name: ββββ β. ββββββ
Title: Vice President
Schedule 2.1(e)
Acceptable Underwriters:
βββββββ βββββ & Co., Inc.
ββββββ βββββββ, ββββ ββββββ, Discover & Co.
Salomon Brothers Inc.
βββββββββ ββββββ & ββββββββ
NationsBank ββββββββββ
βββββββ, βββββ & Co.
BT ββββ βββββ Incorporated
Credit Suisse First Boston
PaineWebber Incorporated
Schedule A
ββββ Family Trust βββββ β. ββββββ and βββββ β. ββββββ
β.β. Childs Equity Partners, L.P. ββββββ ββββββββ
βββββ β. Childs ββββββ β. ββββββββ
ββββ β. Childs βββ β. ββββββ
βββββββ β. Childs βββββββ β. ββββββ
The βββββ Family Investment Trust ββββ βββββ
βββββββ β. βββββ ββββββ β. βββββ
ββββ β. βββββ ββββ ββββββββ
βββββββ β. βββββ βββββ β. βββββ
βββββ β. βββββββ ββββββ β. βββββ
βββββ β. ββββ ββββ β. ββββββββ
ββββ β. ββββ Revocable Living Trust βββββββ ββββββββ
ββββ β. ββββ βββββ β. August
βββββββ β. βββββββ ββββββ β. ββββββββ
βββββββββ β. βββββββββ βββββ β. βββββββ
ββββββββ β. βββββββββ and βββββ β. βββββββββ ββββ β. ββββββ
βββββ Childs βββββββ βββββββ β. βββββββ
βββββββ β. ββββ βββββββ ββββββ
ββββββ β. βββββ βββββ β. ββββββ
ββββββ β. βββββ 1995 Irrevocable Trust ββββββ β. ββββββββββ
SGS 1995 Family Limited Partnership βββββ ββββ
SGS-III Family Limited Partnership βββ ββββββ
βββββ β. βββββββ βββββββ βββ
ββββ β. ββββββ βββββββ βββββββ
Suttin Family Trust ββββββββ βββββββ
βββββ βββββ βββββ βββββ
βββββββ β. ββββ ββββββ ββββββ
βββββββββ ββββββ βββ ββββββ
βββββββ β. βββββ βββββ Block
βββββ β. βββββββ βββββββββ βββββββββ
βββββ β. βββββββββ ββββββ ββββββ
βββββββ β. ββββββ
βββββββ β. βββββββ
ββββββ β. ββββββ
ββββββ β. βββββ
ββββββ β. ββββββ