SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

      [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
       EXCHANGE ACT OF 1934 - For the fiscal year ended December 31, 1998.

                                       OR

    [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934.

                        Commission file number 333-07429

                       Remington Products Company, L.L.C.
               -------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Delaware                                   06-1451076      
-------------------------------                   ----------------------
(State or other jurisdiction of                  (IRS Employer
  incorporation or organization)                   Identification No.)

60 Main Street, Bridgeport, Connecticut                 06604   
----------------------------------------            -----------------
(Address of principal executive offices)             (Zip Code)

Registrant's telephone number, including area code: (203)  367-4400
                                                    --------------

Securities registered pursuant to Section 12(b) of the Act:

Title of Each class                  Name of each exchange on which registered
-------------------                  -----------------------------------------
        None                                           None  

Securities  registered  pursuant to Section 12(g) of the Act:

                 11% Series B Senior Subordinated Notes due 2006
                 -----------------------------------------------
                                (Title of Class)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes x/ No _____

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [x/]






<PAGE>




                                     PART I

ITEM 1.           Business

General

    Remington  Products  Company,  L.L.C.  (the "Company" or  "Remington")  is a
leading  developer  and marketer of men's and women's  electrical  personal care
appliances.  The  Company  distributes  men's and women's  electric  shavers and
accessories,  women's  personal care  appliances,  including  hairsetters,  hair
dryers and curling  irons,  men's  electric  grooming  products  and other small
electric consumer appliances.

    The Company is a Delaware  limited  liability  company that will continue in
existence  until  December 31, 2016 or  dissolution  prior thereto as determined
under the Company's LLC Agreement.


Description of Business

    The  Company   distributes  men's  and  women's  electrical   personal  care
appliances  through its three  operating  segments which are comprised of 1) the
United States  segment,  which sells product  through  mass-merchant  retailers,
department  stores and drug chains, 2) the U.S. Service Stores segment comprised
of  more  than  100  Company-owned  and  operated  service  stores,  and  3) the
International  segment,  which sells product through an international network of
subsidiaries and distributors.

Products

    On a worldwide  basis, the Company's  electrical  personal care products are
relatively similar and consist of the following:

    Electric  Shavers.  The Company's  primary men's electric shaver line is the
MicroScreen(R)  line of single,  dual and  triple  foil  shavers,  each with the
MicroScreen(R)   cutting  system.   In  addition,   the  Company  also  has  the
Intercept(R)  line of premium  shavers,  with the intercept  shaving system that
sandwiches  a  trimmer-style  cutter  between  two foil  heads,  a line of men's
MicroFlex((TM))  rotary  shavers  and  certain  specialty  shavers  such  as the
"Wet/Dry Sport" shaver.  The women's electric shaver line primarily includes the
women's  Smooth &  Silky(R)  wet/dry  shaver  and the  women's  wet/dry  battery
operated shaver. The Company distributes electric shaver accessories  consisting
of shaver replacement parts (primarily foils and cutters), preshave products and
cleaning  agents.   Electric  shavers  and  shaver  accessories   accounted  for
approximately  46%, 42% and 44% of the  Company's  total net sales for the years
ended December 31, 1998, 1997 and 1996, respectively.

     Women's Personal Care Appliances.  Women's personal care appliances consist
primarily  of  hairsetters,  hair  dryers,  curling  irons,  hot air brushes and
make-up mirrors. The Company's hairsetter products include the Remington Express
Set(R) hairsetter,  which heats in 90 seconds,  the Smart Setter(R)  hairsetter,
which incorporates a proprietary technology that indicates to users when optimum
heat levels  have been  reached by changing  the color of the  rollers,  and the
Style Setter(R).  Women's personal care appliances  accounted for  approximately
22%, 25% and 28% of the Company's  total net sales for the years ended  December
31, 1998, 1997 and 1996, respectively.

                                       -2-

<PAGE>


     Men's Grooming  Products.  Men's grooming products consist of the Precision
(TM) lines of beard and mustache trimmers and nose hair and ear hair trimmers as
well as a line of home haircut kits. Total men's grooming products accounted for
approximately  10% of the Company's total net sales for the years ended December
31, 1998, 1997 and 1996.

    Other  Products.  Remington  distributes  a line of home  health  appliances
including foot spas,  facial steamers and other personal  comfort items, as well
as other small  appliances such as vacuums which are sold primarily  outside the
United States.

Distribution

     The Company's products are sold in the United States and internationally in
over 85 countries  through mass  merchandisers,  catalog  showrooms,  drug store
chains and department stores in addition to the Company's 126 service stores.

     In the United  States,  the Company sells  products  through  mass-merchant
retailers such as Wal-Mart,  K-Mart and Target, department stores such as Sears,
drug store chains including Walgreens,  Eckerd and Rite Aid, and Remington's own
service stores. Throughout the United States, the Company's products are sold in
excess of 10,000 retail outlets.

     On a worldwide basis, Wal-Mart accounted for approximately 19%, 15% and 16%
of the  Company's net sales during the years ended  December 31, 1998,  1997 and
1996,  respectively.  No  other  customer  accounted  for  more  than 10% of the
Company's net sales in the three year period ended December 31, 1998.

Service Stores

     As of December  31,  1998,  the Company  owned and  operated a chain of 126
service stores with 104 in the United States, 12 in the United Kingdom and 10 in
Australia.  During 1998,  the Company  opened a net of 11 service  stores in the
United States, two stores in the United Kingdom and one store in Australia.  The
stores in the United States are in many of the major markets with concentrations
on the East Coast and in the major cities of the South and West. The majority of
the  stores  are  located  in  shopping  malls and  outlet  malls  within  large
metropolitan  areas.  The stores  sell and  service a variety of  Remington  and
non-Remington  shavers  and  accessories,   personal  care  appliances,  knives,
scissors,  travel appliances and other related products. The service stores also
oversee sales of replacement parts to approximately  300 independent  authorized
shaver service dealers across the United States.  In 1998, the Company's service
stores generated approximately 19% of the worldwide net sales.

Manufacturing Operations

     During 1998,  the Company ceased the assembly of foil shavers in Bridgeport
and moved the  operation to Raymond  Industrial  Ltd.  ("Raymond"),  an existing
Remington  partner-vendor  in  Asia.  The  shutdown  of the  assembly  operation
resulted in the  elimination  of  approximately  220 positions in the Bridgeport


                                       -3-

<PAGE>



facility.  Remington  continues  to  manufacture  foil  cutting  systems  at its
Bridgeport,  Connecticut  facility using  proprietary  cutting  technology and a
series of specially designed machines. 

Suppliers

     The Company's  finished goods  inventories are manufactured for the Company
by third party  suppliers  primarily  located in China,  Japan and Austria.  The
Company  maintains  ownership of tools and molds used by many of its  suppliers.
The Company's two most significant suppliers, Izumi Products, Inc. ("Izumi") and
Raymond,  accounted for approximately 40% of the Company's overall cost of sales
in 1998. These two suppliers'  manufacturing facilities are located in China and
Japan.  Remington has had a relationship with these suppliers for many years and
management considers its present relationships to be good.

Research and Product Development

     The Company  believes  that  research  and  development  activities  are an
important  part of the  Company's  business and are  essential to its  long-term
prospects.  Research and  development  efforts at Remington allow the Company to
maintain its unique  manufacturing  strength in cutting systems for shavers. The
Company  is  continuously  pursuing  new  innovations  for its  line of  shavers
including  foil  improvements  and new cutting and trimmer  configurations.  The
Company also devotes  resources to the  development  of new technology for other
products such as women's  personal care products,  including  hairsetters,  hair
dryers and curling irons, as well as for men's grooming products.

     The Company  has  continued  to increase  its  investment  in research  and
development activities in recent years. During 1998, 1997 and 1996, research and
development  expenditures for the Company  amounted to approximately  $3.1, $2.8
and $2.1 million, respectively.

Patents and Trademarks

    The Company owns  approximately 180 patent and patent  applications for both
design and utility  that are  maintained  in  approximately  40  countries.  The
Company's  patents cover electric shavers,  cutting and trimming  mechanisms and
women's  personal  care products  such as  hairsetters,  hair dryers and curling
irons.  In addition,  the Company  maintains  over 300 different  trade names in
approximately  100 countries  covering a variety of products.  These trade names
have resulted in the issuance of over 1,300 registered trademarks.

     As a result  of the  common  origins  of the  Company  and  Remington  Arms
Company,  Inc.  ("Remington  Arms"), the Remington mark is owned by each company
with respect to its principal products as well as associated products. Thus, the
Company  owns the  Remington  mark for  shavers,  shaver  accessories,  grooming
products  and  health  care  products,  while  Remington  Arms owns the mark for
firearms,  sporting goods and products for industrial use, including  industrial
hand tools. The terms of a 1986 agreement between the Company and Remington Arms
provided for their respective rights to use the Remington  trademark on products
which are not considered  "principal products of interest" for either company. A
separate company, Remington Licensing Corporation,  owns the Remington trademark
in the U.S. with respect to any  overlapping  uses and the Company and Remington
Arms are each  licensed to use the mark in their  respective  areas of interest.
The Company  retains the Remington  trademark  for nearly all products  which it
believes  can  benefit  from  the  use  of  the  brand  name  in  the  Company's
distribution  channels.  The Company has aggressively  enforced its ownership of
the Remington brand name.



                                       -4-

<PAGE>

Competition

    The Company  believes  that the  markets  for all of its  product  lines are
highly  competitive and that  competition for retail sales to consumers is based
on several factors, including brand name recognition,  value, quality, price and
availability.  Primary competitive factors with respect to selling such products
to retailers are brand reputation,  product categories  offered,  broad coverage
within each product category, support and service in addition to price.

    Remington  competes  with  established  companies,  several  of  which  have
substantially  greater  resources  than  those  of  the  Company.  There  are no
substantial  regulatory  barriers to entry for new  competitors  in the electric
personal appliance industry.  However,  suppliers that are able to maintain,  or
increase,  the  amount of  retail  shelf  space  allocated  to their  respective
products  may  gain a  competitive  advantage.  The  Company  believes  that the
allocation of space by retailers is influenced by many factors,  including brand
name  recognition  by  consumers,  product  quality and prices,  service  levels
provided by the supplier and the supplier's ability to support promotions.

    The rotary  shaver  market is  significant  outside the United  States.  The
future  expansion of sales of the Company's  rotary  shavers  outside the United
States will be affected by, among other  factors,  the outcome of ongoing  legal
actions against Philips Electronics, N.V. ("Philips"). Philips holds patents and
trademarks  outside  the United  States on certain  of its shaver  designs  that
restrict  the Company  from  entering  these  markets.  The Company is currently
involved in litigation  challenging  such  trademarks  and patents in the United
Kingdom and Australia. Refer to Item 3. Legal Proceedings.

Employees

    As of December 31, 1998, the Company  employed  approximately  970 people in
the United States and abroad of which  approximately 220 were employed part-time
in the Company's service stores. None of the Company's employees are represented
by a union. Remington believes relations with its employees are good.

Environmental Matters

     The Company's  manufacturing  operations are subject to federal,  state and
local  environmental  laws  and  regulations.  The  Company  believes  it  is in
substantial  compliance with all such environmental laws which are applicable to
its  operations.  The Company  has  reported to the  Connecticut  Department  of
Environmental  Protection  (the  "CTDEP")  that it has  detected  petroleum  and
solvent  compounds in soil and ground water  samples  taken from its  Bridgeport
facility.  Investigations  have been  conducted and the results and  remediation
plan will be  submitted  to the CTDEP for  approval.  In addition to its ongoing
program of environmental compliance,  the Company has provided reserves to cover
the anticipated costs of the remediation  required at its Bridgeport facility to
be incurred  over the next three to five years.  The Company  believes  that any
required  change to the  reserves due to the  inherent  uncertainties  as to the
ultimate costs for the remediation  activities  which are eventually  undertaken
would not be  material  to the  Company's  financial  position  and  results  of
operations.

                                       -5-

<PAGE>

International Operations and Distribution

    Remington's  international  operations generated  approximately 39%, 43% and
39% of the  Company's  net  sales in  1998,  1997 and  1996,  respectively.  The
Company's  international  network of  subsidiaries  and  distributors  currently
extends to over 85 countries worldwide.  The Company markets products throughout
Europe, the Middle East, Africa, Asia and a portion of South America through its
subsidiary in the United  Kingdom,  and distributes  products to Japan,  Central
America and the remainder of South America from its United States  headquarters.
The Company  distributes its products through direct sales forces located in the
United Kingdom,  Australia,  Canada, Germany, France, New Zealand, South Africa,
Sweden,  Ireland  and  Italy.  In all  other  parts  of the  world  the  Company
distributes its products through strategic alliances with local distributors. As
in the United States  market,  the primary asset of the Company's  international
operations is the Remington brand name.

    The Company distributes products  internationally through department stores,
catalog showrooms, mass merchandisers, drug stores, specialized shaver shops and
mail order  distributors  as well as the Company's  service stores in the United
Kingdom and Australia. As in the United States, Remington has established direct
relationships with many of the leading international retailers.

    Additional  financial  information  relating  to  Remington's  international
operations is set forth in Note 15 (Business Segment and Geographic Information)
of the "Notes to  Consolidated  Financial  Statements" of the Company  appearing
elsewhere herein.


ITEM 2.           Properties

    The  following  table  sets  forth  information  as  of  December  31,  1998
concerning the principal facilities of the Company.

Facility                            Function                     Square Feet

Bridgeport, CT                      Headquarters (Owned)          40,000
Bridgeport, CT                      Manufacturing (Owned)        167,000


    In addition to these  properties,  Remington  leases  offices and  warehouse
space in the United States,  Canada,  United Kingdom,  Germany,  France,  Italy,
Australia,  New Zealand,  South Africa,  Ireland,  Sweden and Hong Kong, and 126
service  stores,  of which 104 are in the  United  States,  12 are in the United
Kingdom and 10 are in Australia.


                                       -6-

<PAGE>

ITEM 3.           Legal Proceedings

     The Company and Philips are engaged in litigation in the United Kingdom and
Australia  relating to certain trademarks and designs issued to Philips relating
to Philips'  triple head rotary shaver.  In these  proceedings,  Philips alleged
infringement  of its  trademarks  and  designs by the  Company  and the  Company
counter-claimed  that Philips'  trademark and design  registrations are invalid.
The U.K. trial court found in favor of the Company and Philips has appealed that
decision. The trial in the Australian action was completed in September 1998 and
the Company is awaiting the decision of the trial judge.  The costs of defending
the U.K.  and  Australian  litigation  are, in most  circumstances,  shared with
Izumi, the Company's supplier of rotary shavers.  Izumi is also pursuing actions
against  Philips  in Sweden to contest  the  validity  of  certain  of  Philips'
trademarks. If such litigation is ultimately determined adversely to the Company
or Izumi,  the Company's  ability to sell rotary shavers in such countries could
be limited or prohibited.  In 1998, the Company's net sales of rotary shavers in
Europe and Australia were not material.

    The Company is a party to other lawsuits and administrative proceedings that
arose in the  ordinary  course of business.  Although the final  results in such
suits and proceedings  cannot be predicted,  the Company presently believes that
any liability that may ultimately result will not have a material adverse effect
on the Company's financial position or results of operations.


ITEM 4.            Submission of Matters to a Vote of Securities Holders

    No matters were submitted to a vote of securities holders.


                                     PART II

ITEM 5.   Market for Registrant's Common Equity and Related Stockholder
    Matters

(a) Market Information

    All of the Company's outstanding equity securities are privately held.

(b) Holders

    As of March 15, 1999, there were two holders of the common equity securities
of the Company.


                                       -7-

<PAGE>

(c) Dividends

    No cash  distributions  have been paid on the common and preferred equity of
the Company since the Closing Date. Prior to the  reorganization  of the Company
in May 1996, as discussed in Note 2 of the "Notes to the Financial  Statements",
the Company operated as a general  partnership and cash  distributions were made
to the partners. In addition,  the Company's long-term debt arrangements,  which
are  discussed in Note 7 of the "Notes to  Consolidated  Financial  Statements",
significantly restrict the payment of dividends.

(d) Recent Sales of Unregistered Securities

    None.

Item 6. Selected Financial Data

    The following table summarizes selected financial  information and should be
read in  conjunction  with  "Management's  Discussion  and Analysis of Financial
Condition  and  Results  of  Operations"   and  the  Financial   Statements  and
accompanying notes thereto appearing elsewhere herein (in thousands):
<TABLE>
<CAPTION>

                                                  Successor                                         Predecessor                
                                     ------------------------------------------------     ------------------------------------------
                                        Year                Year           31 Weeks       21 Weeks                Year Ended
                                        Ended               Ended           Ended           Ended                December 31,    
                                     December 31,         December 31,    December 31,     May 23,        --------------------------
                                        1998                 1997            1996           1996            1995             1994 
                                     -----------          --------------  -----------     ----------      -----------    ----------
<S>                                  <C>                  <C>             <C>             <C>             <C>            <C>

Statement of  Operations Data:
Net sales                            $  268,357           $ 241,572       $  185,286      $  56,713       $ 255,323       $ 261,446
Operating  income (loss)                  6,016  (1)         14,146           12,508       (16,951)          26,516          21,228
Interest expense                         20,499              19,318           12,164          2,228           7,604           6,414
Net income (loss)                       (15,337)             (7,923)          (3,172)       (18,191)         17,240          14,725
Depreciation and amortization             5,169               4,767            2,379          2,005           4,938           4,243

Balance Sheet Data (at period end):
Working capital                      $   68,294           $  76,361       $   77,860            N/A       $  47,223       $  62,862
Total assets                            195,727             205,245          214,823            N/A         170,922         160,543
Total debt                              187,668             181,240          171,631            N/A          56,990          55,093
Cumulative  Preferred Dividend (2)       22,336              12,932            4,576

</TABLE>

----------------------------
(1) Includes  non-recurring  charges related to restructuring and reorganization
     activities of $9.6 million. 

(2) Dividend payments are subject to restrictions by the terms of the Company's 
     debt agreements.


                                       -8-

<PAGE>

ITEM 7.  Management's Discussion and Analysis of Financial Condition and
Results of Operations

Results of Operations

     The  following  table sets forth the Company's  consolidated  statements of
operations,  including  net  sales  by its  U.  S.,  U.S.  service  stores,  and
International  operating segments, as well as the Company's consolidated results
of  operations  as a  percentage  of net sales for the years ended  December 31,
1998,  1997 and 1996. To facilitate  comparison of the operating  results of the
periods set forth below,  results of operations  for the year ended December 31,
1996 were obtained by combining,  without adjustment,  the results of operations
of the  predecessor  company  from January 1, 1996 to May 23, 1996 with those of
the  Company  for the  period  from  May 24,  1996 to  December  31,  1996.  The
discussion  should  be  read  in  connection  with  the  Consolidated  Financial
Statements and accompanying notes thereto appearing elsewhere herein.

<TABLE>

                                             Year Ended                       Year Ended                    Combined Year Ended
                                          December 31, 1998                 December 31, 1997                 December 31, 1996 
                                     -------------------------          ------------------------            ------------------------
<S>                                  <C>                 <C>            <C>               <C>               <C>                <C>

Net Sales:                              $                   %              $                 %                $                  %
                                     ------              ------         ------            ------            ------             -----
        U.S.                         $122.5                45.6         $ 99.6              41.2            $113.2              46.7
        U.S. service stores            42.4                15.8           38.6              16.0              33.7              13.9
        International                 103.5                38.6          103.4              42.8              95.1              39.4
                                     ------              ------         ------            ------            ------             -----
                                      268.4               100.0          241.6             100.0             242.0             100.0
     Cost of sales                    159.2  (1)           59.3          141.3              58.5             152.7              63.1
                                     ------              ------         ------            ------            ------             -----
     Gross profit                     109.2                40.7          100.3              41.5              89.3              36.9
     Selling, general and
          administrative               94.4                35.2           84.3              34.9              91.9              37.9
     Restructuring and
         reorganization charge          6.8                 2.5
     Intangible amortization            2.0                 0.7            1.9               0.8               1.9               0.8
                                     ------              ------         ------            ------            ------            ------
     Operating income (loss)            6.0                 2.3           14.1               5.8             (4.5)             (1.8)

     Interest expense                  20.5                 7.6           19.3               8.0              14.4               5.9
     Other expense                      0.4                 0.2            0.5               0.2               0.3               0.1
                                     ------              ------         ------            ------            ------             -----
     Income (loss) before
          income taxes                (14.9)               (5.5)          (5.7)             (2.4)            (19.2)            (7.9)
     Provision for income taxes         0.4                 0.2            2.2               0.9               2.2              0.9
                                     -------             -------        -------           ------            -------            -----
     Net income (loss)               $(15.3)               (5.7)         $(7.9)             (3.3)           $(21.4)            (8.8)
                                     ======              =======        =======           =======           =======            =====

</TABLE>

(1)  Includes  a $2.8  million  charge  for  inventory  write-downs  related  to
     restructuring and reorganization activities.

                                       -9-

<PAGE>


Year Ended December 31, 1998 Compared to the Year Ended December 31, 1997

    Net  Sales.  Net sales for the year  ended  December  31,  1998 were  $268.4
million  compared to $241.6  million for the previous year, an increase of 11.1%
primarily as a result of strong sales in the United States.

    Net sales in the United  States  increased  23.0% from $99.6 million for the
year ended  December  31,  1997 to $122.5  million in 1998.  This  increase  was
primarily  related  to  increased  sales of men's and  women's  shavers.  Demand
increased for men's shavers as a result of the introductions of the updated line
of the  Microscreen(R)3  shaver and the  Intercept(R)  shaver  line in the first
quarter of 1998 and the MicroFlex((TM)) rotary line in the fourth quarter. Sales
of women's  shavers  increased  as a result of demand for the wet/dry  Dual Foil
shaver, although this was not a new product. Additionally, sales of women's hair
dryers and men's grooming were  positively  impacted by the  introduction of new
hair dryers and the new men's  Precision((TM)) line of beard & mustache trimmers
in 1998.

    Net sales by the  Company's  U.S.  service  stores  increased  9.8% to $42.4
million  in 1998  from  $38.6  million  in 1997.  This  increase  was  primarily
attributable  to the opening of a net of 10 additional  stores and one temporary
store for a total of 104 stores open during the holiday shopping season.
Additionally, same store sales increased 2.3% from 1997 to 1998.

     Net sales for the  international  businesses on a combined  basis  remained
flat from 1997 to 1998.  Increased  sales in the United  Kingdom  were offset by
decreases  in Australia  and the  international  export  business due to slowing
economies, particularly in Asia and negative currency impacts.

     Gross  Profit.  Gross  profit of $109.2  million  in 1998,  or 40.7% of net
sales, decreased as a percentage of sales from 41.5% in 1997. Excluding the $2.8
million  non-recurring charge to 1998 cost of sales related to the restructuring
of the  Company's  Connecticut  shaver  assembly  operations,  the gross  profit
percentage  actually  increased slightly to 41.7% of net sales. The gross profit
percentages in the United States increased by more than two percentage points in
1998,  excluding the non-recurring  charge.  The increase was primarily due to a
combination  of lower costs and improved  product mix, as well as lower  product
returns.  The gross profit percentage for the International  businesses declined
by  almost  three   percentage   points  in  1998.  The  decline  was  primarily
attributable to decreases in Australia and the international export markets, due
to weak  economies and negative  currency  impacts on cost of sales as inventory
purchases are made in U.S. dollars.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased to $94.4  million,  or 35.2% of net sales for calendar  year
1998  compared  to $84.3  million,  or 34.9% of net sales in 1997 as a result of
several  factors.  In 1998, the Company  increased its investment in advertising
and promotion and continued to invest in marketing and new product  development.
The Company  continued to invest in its retail  service  stores and opened a net
total of 14 stores  worldwide.  Distribution  expenses in 1998  increased as the
Company  transitioned from its Connecticut  warehouse to a third party warehouse
in California.  Additionally,  the Company increased its provision for bad debt,
due to the financial  difficulties of one of the large U.S. mass  merchandisers.

                                      -10-

<PAGE>
Restructuring  and  Reorganization  Charge.  In the second  quarter of 1998, the
Company  announced a plan to restructure  its  Connecticut  shaver  assembly and
warehousing operations ("the Plan"). The Plan consisted of relocating the shaver
assembly operations to an existing Remington  partner-vendor located in Asia and
relocating  the  warehousing  function to a third party  provider in California.
Savings of approximately $6.0 million annually will accrue from these changes of
which $3.0  million  was  realized  in 1998,  with an  additional  $2.0  million
anticipated  for 1999 and the full benefit being  realized by the year 2000. The
Plan resulted in affecting the employment of approximately 235 employees located
at the Company's two Connecticut facilities,  the majority of which were factory
employees. During 1998, the Company recorded total non-recurring charges of $9.6
million  related to the Plan, of which $2.8 million was charged to cost of sales
for inventory write-downs  associated with the Plan and $6.8 million was charged
to restructuring and  reorganization.  Included in the restructuring  charge are
items  such as  severance  and  other  employee  costs,  lease  obligations  and
write-offs of certain equipment and tooling.

    Operating Income (Loss). Operating income decreased to $6.0 million, or 2.3%
of net sales in 1998  compared to $14.1  million or 5.8% in 1997.  This decrease
was the direct result of the $9.6 million of  non-recurring  charges recorded in
1998  related  to  the   restructuring   and   reorganization.   Excluding   the
non-recurring charges, operating income was $15.6 million, or 5.8% of net sales.

     Interest  Expense.  Interest  expense  increased  to $20.5  million in 1998
compared to $19.3  million in 1997 as a result of higher  average  borrowings in
1998.

    Provision for Income Taxes.  The provision for income taxes was $0.4 million
in 1998  compared to $2.2 million in 1997 and relates to the  Company's  foreign
operations.


Year Ended December 31, 1997 Compared to the Year Ended December 31, 1996

    Net  Sales.  Net sales for the year  ended  December  31,  1997 were  $241.6
million  compared to $242.0  million for the previous  year.  International  net
sales and U.S.  service store sales  demonstrated  strong  results for 1997 with
increases of 8.7% and 14.5%,  respectively  over the prior year.  These  results
were more than offset by a decline in net sales in the United States.

     Net sales in the United States  decreased 12.0% from $113.2 million for the
year ended  December  31,  1996 to $99.6  million  in 1997.  This  decrease  was
primarily  related to lower sales of certain  men's and women's  shavers.  Men's
shaver sales were impacted by the effect of transitioning to the updated line of
Microscreen(R)  shavers,  competitive  actions in rotary  shavers as well as the
decision not to repeat  certain  promotional  programs  offered during 1996. The
introduction of the new line of MicroScreen(R) 2 shavers in the third quarter of
1997 helped sales of the mid-priced  and largest line of Remington  shavers come
in on line  with  the  prior  year,  while  the  impact  of the  announced  1998
introduction of the new  MicroScreen(R) 3 shavers resulted in lower transitional
sales of the older Triple Foil(TM) line of shavers in 1997. Women's shaver sales
were  impacted  by an  overall  decline  in  the  market  for  women's  shavers.
Additionally, domestic sales of women's personal care appliances were negatively
impacted by competitive  actions in hairsetters  and the  cancellation  of a new
line of curling irons.

    Net sales through the Company's U.S. service stores increased 14.5% to $38.6
million  in 1997  from  $33.7  million  in  1996.  This  increase  is  primarily
attributable  to the opening of a net of 10 additional  stores for a total of 93
stores open during the holiday shopping season.  Additionally,  same store sales
increased 4.3% from 1996 to 1997 as a result of a strong holiday selling season.


                                      -11-

<PAGE>

     International  net sales  increased  to $103.4  million  in 1997 from $95.1
million in 1996 as a result of the United Kingdom and Australian operations. Net
sales in the United Kingdom increased as a result of strong demand, particularly
in the personal care product  sales.  Despite a negative  currency  impact,  net
sales in Australia increased due to strong demand for new personal care products
and growth in retail  service stores from three stores in 1996 to nine stores at
December 31, 1997.

    Gross  Profit.  Gross profit  increased to $100.3  million,  or 41.5% of net
sales,  in 1997 from $89.3 million or 36.9% of net sales in 1996.  Approximately
2.0% of the  gross  profit  margin  percentage  increase  was  due to  inventory
valuation  adjustments recorded in 1996, while the remaining increase was due to
slightly lower costs and improved product mix.

    Selling,  General and  Administrative.  Selling,  general and administrative
expenses  decreased to $84.3 million in 1997, or 34.9% of net sales,  from $91.9
million, or 37.9% of net sales in 1996. The 1996 expenses included $10.9 million
in  non-recurring  charges  related  to the May 1996  reorganization  and a $1.3
million charge related to the  bankruptcy of the Company's  largest  customer in
Canada.  After considering the effect of these charges in 1996, expenses in 1997
increased over 1996, as a result of a 25% increase in  advertising  expenses and
investments the Company has made in marketing and new product development.

    Operating  Income  (Loss).  Operating  income  increased to $14.1 million in
1997, or 5.8% of net sales, from an operating loss of $(4.5) million in 1996, or
(1.8)% of net sales.

    Interest  Expense.  Interest expense increased to $19.3 million in 1997 from
$14.4 million in 1996. This increase is primarily attributable to a full year of
interest charged on senior subordinated notes in 1997 in connection with the May
1996 reorganization, as well as increased average borrowings on revolving credit
facilities.

     Provision for Income Taxes. The provision for income taxes was $2.2 million
in 1997 and in 1996 and relates to the Company's foreign operations.

Liquidity and Capital Resources

    For the year ended  December 31, 1998, the Company used  approximately  $3.1
million in cash for operating activities,  compared to $8.0 million in 1997. The
increase  in cash flow in 1998 is the result of lower  disbursements,  primarily
inventory, somewhat offset by lower collections on receivables.

    The Company's  operations are not capital  intensive.  During 1998 and 1997,
the Company purchased property,  plant and equipment,  including tooling for new
products, of $3.9 million and $5.1 million,  respectively.  Capital expenditures
for 1999 are anticipated to be approximately $4.3 million.

    During 1998, the Company repaid  aggregate  scheduled  principal  amounts on
term loans of $1.4 million,  and increased its net  borrowings  under  revolving
credit agreements by $7.6 million.

                                      -12-

<PAGE>


    The  Company's  primary  sources  of  liquidity  are  funds  generated  from
operations and borrowings available pursuant to the Senior Credit Agreement. The
Senior Credit Agreement  provides for $70 million in Revolving Credit Facilities
and $10 million in Term Loans.  The Term Loans are repayable  quarterly  through
March 31, 2002.  Borrowings under the Revolving Credit Facilities mature on June
30, 2002. The Company believes that cash generated from operations and borrowing
resources  will be adequate to permit the Company to meet both its debt  service
requirements and capital  requirements  for the next twelve months,  although no
assurance can be given in this regard.


Market Risk Disclosure

     The Company is exposed to market risks,  which include  changes in interest
rates as well as changes in currency exchange rates as measured against the U.S.
dollar.  The Company  attempts  to reduce  these  risks by  utilizing  financial
instruments,  primarily  foreign  currency forward  contracts.  The Company uses
derivative financial  instruments only for risk management purposes and does not
use them for speculation or for trading. The Company has elected to disclose its
interest rate risk and foreign  currency risk  utilizing a sensitivity  analysis
approach based on  hypothetical  changes in foreign  exchange rates and interest
rates.  Certain items such as lease  contracts and  obligations for pension were
not included in the analysis.

     Interest Rate Risk. The Company's debt portfolio is comprised of fixed rate
debt  consisting  primarily  of $130  million of Senior  Subordinated  Notes and
approximately $57 million of variable rate debt,  primarily borrowings under the
Senior Credit  Agreement.  For further details,  refer to Note 7 (Debt),  of the
"Notes to Consolidated Financial Statements" appearing elsewhere herein.

     The Company is exposed to interest risk as a result of its fixed rate notes
and its variable  rate debt and any cash  holdings.  Interest rate changes would
result in gains or losses in the market value of the  Company's  fixed rate debt
due to  differences  between the  current  market  interest  rates and the rates
governing these instruments. With respect to the Company's financial instruments
referred to above,  at December 31, 1998, a ten percent change in interest rates
would have no  material  effect on fair  values,  cash-flows  or earnings of the
Company.

     Foreign  Currency  Risk.  Foreign  currency  risk is  managed by the use of
foreign  currency  forward  contracts.  The use of these  contracts  allows  the
Company to manage its exposure to exchange rate  fluctuations  because the gains
or losses  incurred on the derivative  instruments  will offset in whole,  or in
part, losses or gains on the underlying foreign currency exposure. The Company's
principal currency exposures are in the British pounds,  Australian and Canadian
dollars and German marks.

     Foreign  currency  contracts are  sensitive to changes in foreign  exchange
rates. Due primarily to the relatively  short  maturities of these contracts,  a
ten  percent  change in the foreign  currency  exchange  rates  against the U.S.
dollar, with all other variables held constant, would have no material effect on
the fair value of these foreign  currency  financial  instruments as of December
31, 1998.

                                      -13-

<PAGE>


Seasonality

    Sales of the Company's products are highly seasonal, with a large percentage
of net  sales  occurring  during  the  Christmas  selling  season.  The  Company
typically derives more than 40% of its annual net sales in the fourth quarter of
each year. As a result of this seasonality,  the Company's inventory and working
capital needs fluctuate  substantially  during the year. In addition,  Christmas
orders from  retailers are often made late in the year,  making  forecasting  of
production  schedules and inventory purchases  difficult.  Any adverse change in
the Company's  results of operations in the fourth quarter would have a material
adverse effect on the Company's financial condition and results of operations.

Inflation

    In recent years, inflation has not had a material impact upon the results of
the Company's operations.

Year 2000 Compliance

     The Year 2000 date issue arises from the fact that many  computer  programs
use only two  digits to  identify  a year in a date  field.  The  Company's  key
financial and  operational  systems have been reviewed,  and the majority of the
systems  did  not  require  modifications.  With  the  exception  of  one  minor
communication  program,  all required  modifications have been completed and the
systems have been tested and are properly functioning. The modification required
to the  communication  program will be completed by the end of the first quarter
of 1999.  Costs  incurred  to date are not  material  due to the  nature  of the
modifications  required  and the fact that these  modifications  did not involve
hiring outside consultants.  Management does not expect that any remaining costs
to be incurred will have a material  adverse  impact on the Company's  financial
position, results of operations or cash flows.

     The  Company  could be  adversely  impacted  by the Year 2000 date issue if
suppliers, customers and other businesses, as well as government agencies in the
U.S.  and  elsewhere,  do not address this issue  successfully.  The Company has
contacted its major  suppliers,  customers and  financial  institutions  and has
received  written  assurances  of Year  2000  compliance  from all of its  major
suppliers.  Based upon the Company's  assessment of each supplier's  progress to
adequately  address  the Year 2000  issue,  the  Company  expects  to  develop a
supplier action list and contingency  plan by June 1999.  However,  no assurance
can be provided as to the effect or timely implementation of such action list or
contingency  plans, or that suppliers will  effectively  address their Year 2000
issues to enable  them to  continue  providing  the Company  with  products  and
services.

EURO Conversion

         On January 1, 1999,  eleven of fifteen member countries of the European
Union  entered a  three-year  transition  phase  during  which one common  legal
currency  (the  "euro")  was   introduced.   Beginning  in  January  2002,   new
euro-denominated  bills and coins will be issued,  and local  currencies will be
removed  from  circulation.  Although  the  Company's  international  businesses


                                      -14-

<PAGE>

affected by the euro-conversion comprise less than 5% of the Company's net sales
for the year ended December 31, 1998, the Company has established  various plans
to address  the issues  raised by the euro  currency  conversion.  These  issues
include,  among others,  the need to adapt  computer and  financial  systems and
business processes to accommodate  euro-denominated  transactions and the impact
of one common currency on pricing.  Based on its evaluation to date,  Management
believes  that the  introduction  of the  euro,  including  total  costs for the
conversion,  will not have a material adverse impact on the Company's  financial
position,  results of  operations  or cash flows.  The Company will  continue to
evaluate the impact of the euro introduction.

Forward Looking Statements

This Management's Discussion and Analysis may contain forward-looking statements
which  include  assumptions  about  future  market  conditions,  operations  and
results.  These statements are based on current  expectations and are subject to
risks and uncertainties. They are made pursuant to safe harbor provisions of the
Private  Securities  Litigation  Reform Act of 1995. Among the many factors that
could  cause  actual  results  to  differ  materially  from any  forward-looking
statements are the success of new product introductions and promotions,  changes
in the competitive  environment for the Company's  product,  changes in economic
conditions,   foreign  exchange  risk  and  other  factors  discussed  in  prior
Securities and Exchange  Commission filings by the Company.  The Company assumes
no obligation to update these forward-looking statements or advise of changes in
the assumptions on which they were based.


ITEM 8.  Financial Statements and Supplementary Data

         The Company's financial  statements and supplementary data are included
elsewhere herein as outlined on page F-1.


ITEM 9.  Changes in and Disagreements With Accountants on Accounting and
Financial Disclosure

         None

                                    PART III

ITEM 10.  Directors and Executive Officers.

         The following  table sets forth certain  information  (ages as of March
15, 1999) with respect to each executive  officer of the Company and individuals
who are directors on the Remington Management Committee.


                                      -15-

<PAGE>

         Name                  Age         Positions and Offices
     ----------                ---         ---------------------
Neil P. DeFeo                  52        Chief Executive Officer, President and 
                                           Director
Alexander R. Castaldi          48        Executive Vice President and Chief 
                                           Financial Officer
Wilan van den Berg             37        Executive Vice President International
Lester C. Lee                  38        Senior Vice President Sales and 
                                           Integrated Logistics
Ann Buivid                     46        Vice President Worldwide Marketing and 
                                            Business Development
Lawrence D. Handler            53        President, Remington Service Stores
H. Graham Kimpton              63        Vice President, Remington Australia 
                                            and Asia
Allen S. Lipson                56        Vice President, Administration, General
                                            Counsel and Secretary
Timothy G. Simmone             33        Vice President, Chief Technical Officer
Victor K. Kiam, II             72        Chairman and Director
Norman W. Alpert               40        Director
William B. Connell             58        Director
Victor K. Kiam, III            39        Director
Kevin A. Mundt                 45        Director
Arthur J. Nagle                60        Director
Daniel S. O'Connell            44        Director
Robert L. Rosner               39        Director


     Neil P.  DeFeo has  served as  President,  Chief  Executive  Officer  and a
Director of the Company  since January  1997.  From 1993 to 1996,  Mr. DeFeo was
Group Vice President, U.S. Operations for The Clorox Company. For 25 years prior
to 1993, Mr. DeFeo worked for Procter & Gamble in various  executive  positions,
including Vice President and Managing Director,  Worldwide  Strategic  Planning,
Laundry  and  Cleaning  Products.  Mr.  DeFeo is a director  of Cluett  American
Corporation,  a Company  in which  Vestar or its  affiliates  has a  significant
equity interest and Driscoll's Strawberry Association, Inc.

     Alexander  R.  Castaldi has been the  Executive  Vice  President  and Chief
Financial  Officer of the Company  since  November  1996.  From 1995 to 1996, Mr
Castaldi was Vice President and Chief Financial Officer of Uniroyal Chemical and
from 1990 to 1995, he was Senior Vice President and Chief  Financial  Officer of
Kendall International, Inc.

     Wilan van den Berg has been Executive Vice  President  International  since
September 1998.  From 1995 to 1998 he was President and Chief Executive  Officer
of Payer  Electric  Shaver and from 1987  until  1995,  he was with the  Philips
International   Domestic  Appliances  and  Personal  Care  division  of  Philips
Electronics  N.V.in various sales and marketing  positions,  including Sales and
Marketing Director for Philips France.

     Lester C. Lee has been Senior Vice President Sales and Integrated Logistics
of the Company  since July 1997.  From 1995 until 1997, he was with Pacific Bell
Mobile Services, a Division of Pacific Telesis,  most recently as Vice President
of Sales,  and from 1989  until  1995,  he was with  Norelco  Consumer  Products
Company  in  various  sales  positions,  including  Director  of Sales,  Western
Division.

                                      -16-

<PAGE>


     Ann Buivid has been Vice  President  Worldwide  Marketing  and New Business
Development  since  September  1998.  From  1995 to 1998,  Ms.  Buivid  was Vice
President,  North  American  Marketing  and New  Business  Development,  for the
Household  Products  Group of Black & Decker Inc. and from 1993 to 1995, she was
Vice President of Marketing for the Beverages Category of Campbell Soup Company.

     Lawrence D. Handler has been President,  Remington  Service  Stores,  since
June 1996 and was Vice  President  and Chief  Financial  Officer of the  Service
Stores  from  January  1995 when he joined the  Company  until  June 1996.  From
January  1994  until  December  1994,  Mr.  Handler  was  a  private   financial
consultant,  specializing in retail  operations and from May 1993 until December
1993 he was Vice President and Chief Financial  Officer of Terrific  Promotions,
Inc.  

     H. Graham  Kimpton is Vice  President,  Remington  Australia and Asia.  Mr.
Kimpton   joined  the  Company  in  April  1988  and  has  been   managing   the
Australian/New Zealand operation since that time.

     Allen S.  Lipson is Vice  President,  Administration,  General  Counsel and
Secretary of Remington  since May 1996. Mr. Lipson has been the General  Counsel
of the Company since October 1988.

    Timothy G. Simmone was appointed Vice President,  Chief Technical Officer of
the Company in June 1997.  From 1988 until 1997,  he was with The Stanley  Works
Corporation in various  engineering  position,  most recently as Vice President,
Product Development of the Stanley Fastening Systems Division.

     Victor K. Kiam,  II has served as  Chairman  since 1979 and served as Chief
Executive  Officer of the Company from 1979 to 1996. Mr. Kiam is the Chairman of
RPI Inc.,  Chairman  of the Board of Ronson  P.L.C.  and a  director  of Citadel
Technology and News Communication.

    Norman W. Alpert has been a Director of Remington since May 1996. Mr. Alpert
is a Managing  Director of Vestar Capital Partners and was a founding partner of
Vestar  at its  inception  in 1988.  Mr.  Alpert  is  Chairman  of the  Board of
Directors of International AirParts Corporation,  Aearo Corporation and Advanced
Organics,  Inc., and a director of Russell-Stanley Corporation,  Cluett American
Corporation  and Siegel & Gale,  all companies in which Vestar or its affiliates
have a significant equity interest.

     William B. Connell has been a Director of Remington since 1990. Mr. Connell
is currently  Chairman of EBD Holdings,  Inc., a private  venture capital group.
Mr. Connell previously served as Vice Chairman of Whittle  Communications,  L.P.
from 1992 to 1994 and served as its President and Chief  Operating  Officer from
1990 to 1992. In addition to Remington,  Mr.  Connell is currently a director of
Baldwin Piano & Organ Company, Dolphin Software, Inc. and EDB Holdings, Inc.

    Victor K. Kiam, III has been a Director of Remington since 1992. Mr Kiam has
been  Executive Vice  President of RPI  Corporation  since 1996 and was with the
Company from 1986 until 1996 in a variety of positions in  manufacturing,  sales
and marketing,  including Vice President Corporate Development. He is the son of
Victor K. Kiam, II.

                                      -17-

<PAGE>

     Kevin A. Mundt has been a Director of Remington  since July 1996. Mr. Mundt
is Vice President,  Group Business Head of Mercer  Management  Consulting  since
1997 and was co-founder and Managing Director of Corporate Decisions, Inc. since
its  inception  in 1983 until its merger with Mercer  Management  Consulting  in
1997.  Mr.  Mundt is a director  of  Russell-Stanley  Corporation  and  Advanced
Organics,  Inc.,  companies in which Vestar or its affiliates have a significant
equity interest and in Telephone Data Systems, Inc.

     Arthur J. Nagle has been a Director of Remington  since May 1996. Mr. Nagle
is a Managing  Director of Vestar Capital Partners and was a founding partner of
Vestar at its  inception in 1988.  Mr. Nagle is a director of Aearo  Corporation
and  Russell-Stanley  Corporation,  companies in which Vestar or its  affiliates
have a significant equity interest.

     Daniel S.  O'Connell has been a Director of Remington  since May 1996.  Mr.
O'Connell is founder and the Chief Executive Officer of Vestar Capital Partners.
Mr.  O'Connell  is a director of Advanced  Organics,  Inc.,  Aearo  Corporation,
Clark-Schwebel,  Inc., Pinnacle Automation,  Inc., Reid Plastics Holdings, Inc.,
Sun Apparel, Inc. and Russell-Stanley Corporation, all companies in which Vestar
or its affiliates have a significant equity interest.

     Robert L.  Rosner  has been a Director  of  Remington  since May 1996.  Mr.
Rosner is a Managing  Director  of Vestar  Capital  Partners  and was a founding
partner of Vestar at its inception in 1988. Mr. Rosner serves as Chairman of the
Board of Directors of Russell-Stanley  Corporation, a company in which Vestar or
its affiliates have a significant equity interest.

ITEM 11.  Executive Compensation

Compensation of Executive Officers

    The following Summary  Compensation Table includes  individual  compensation
information during each of the three years ended December 31, 1998 for Company's
Chief  Executive  Officer  and each of the next  four  most  highly  compensated
executive  officers of the Company who were serving as executive officers of the
Company at the end of 1998  (collectively,  the "Named Executive  Officers") for
services rendered in all capacities to the Company.

<TABLE>

                                                            Annual Compensation (1)            All Other
Name and Principal Position                      Year     Salary ($)(2)    Bonus ($)(3)      Compensation  ($)
---------------------------                      ----    --------------    ------------      -----------------
<S>                                              <C>     <C>               <C>               <C>    

Neil P. DeFeo, President, CEO and                1998    $400,000          $300,000           $  2,569(5)
    Director(4)                                  1997     392,000           200,000            214,048(5)

Alexander R. Castaldi, Executive VP              1998     265,000           172,250              3,348(7)
    and CFO(6)                                   1997     265,000           132,000              3,189(7)
                                                 1996      25,500

Lester C. Lee, Sr. VP Sales and                  1998     205,000           104,612              3,265(7)
    Integrated Logistics(8)                      1997      96,981            79,229             71,621(9)

Allen S. Lipson, VP, Administration              1998     196,000            88,200              4,488(11)
    General Counsel & Secretary                  1997     195,400            78,400              4,413(11)
                                                 1996     188,900           425,123(10)          5,521(11)

Lawrence D. Handler, President,                  1998     160,000            64,800              2,717(7)
    Remington Service Stores                     1997     154,100            65,500              2,745(7)
                                                 1996     133,200            76,065(12)          1,394(7)

</TABLE>

                                                    -18-

<PAGE>

-----------------------  
(1)  Does not include value of perquisites  and other personal  benefits for any
     named executive  officer since the aggregate amount of such compensation is
     the  lesser  of  $50,000  or 10% of the total of  annual  salary  and bonus
     reported for the named executive.

(2)  Includes  compensation  earned during the year but deferred pursuant to the
     Company's Deferred Compensation Plan.

(3)  Bonus  amounts  shown are those accrued for and paid in or after the end of
     the year and include amounts  deferred  pursuant to the Company's  Deferred
     Compensation Plan.

(4)  Mr. DeFeo became President and CEO in January 1997.

(5)  The amounts shown include Company  matching  contributions to the Company's
     401(k)  Plan of  $2,492  and  $2,415  for 1998 and  1997  and  $211,633  of
     relocation and travel expenses for 1997.

(6)  Mr. Castaldi became Executive Vice President and CFO in November 1996.

(7)  The amounts shown include Company  matching  contributions to the Company's
     401(k) Plan.

(8)  Mr. Lee became Senior Vice President Sales and Integrated Logistics in July
     1997.

(9)  The amounts shown include relocation and travel expenses for 1997.

(10) A special bonus paid in conjunction with the  reorganization of the Company
     which occurred in May 1996.

(11) The amounts shown include Company  matching  contributions to the Company's
     401 (k) Plan of $ 3,106,  $2,631 and $3,738  for 1998,  1997 and 1996,  and
     disability insurance premium payments of $1,782 for 1998, 1997 and 1996.

(12) Includes  a  special  bonus  of  $39,315  paid  in  conjunction   with  the
     reorganization of the Company which occurred in May 1996.

Compensation of Directors

    Messrs.  William B.  Connell and Kevin A. Mundt,  Directors  of the Company,
each receive annual  compensation of $20,000  payable  quarterly for services in
such capacity.  No other Director of the Company  receives any  compensation for
services in such capacity. Each of the Directors of Remington are reimbursed for
out-of-pocket expenses incurred in connection with attending meetings.

Compensation Committee Interlocks and Insider Participation

     The  compensation  committee  of the  Management  Committee of Remington is
comprised of Messrs.  Arthur J. Nagle, Robert L. Rosner and Victor K. Kiam, III.
None of these individuals, other than Mr. Kiam, was an officer of or employed by
the Company. Mr. Kiam was employed by the Company prior to the Reorganization.

Other Arrangements

     The Company has an employment  agreement  with Mr. DeFeo which provides for
his continued  employment as President and Chief  Executive  Officer through the
year 2000, unless earlier  terminated.  The agreement provides for a base salary
of not less than  $300,000,  plus a deferral of an additional  $100,000,  and an
annual bonus not less than  $200,000 in the event the Company  achieves  100% of
the  criteria  established  by the  Management  Committee  for  such  year.  The
agreement  provides  for Mr.  DeFeo to receive 18 months of salary  continuation
plus the  annual  bonus he would  have been  entitled  to if his  employment  is
involuntarily  terminated  other than for  "cause " or if he  resigns  for "good
reason",  or 12 months of salary continuation plus annual bonus in the event the
agreement is not renewed by the Company.  The Company is required to provide Mr.
DeFeo  with a letter of credit  equal to the  severance  benefit  payable to Mr.
DeFeo  until  such  time as the  Company's  earnings  (before  interest,  taxes,
depreciation and amortization) exceeds $26 million. The Company is also required
to provide  Mr.  DeFeo with term life  insurance  in the amount of not less than
$500,000.


                                      -19-

<PAGE>


     The Company has entered into agreements with Messrs.  Castaldi, Lee, Lipson
and Handler whereby such employees would be entitled to salary  continuation for
a specified period if their employment was  involuntarily  terminated other than
for  "cause"  during the term of the  agreement  and,  for Mr.  Castaldi,  if he
resigns for "good reason".  Messrs.  Castaldi and Lipson are each entitled to 12
months of salary continuation and Messrs. Lee and Handler are each entitled to 6
months of salary continuation.

Deferred Compensation Plan

    The  Company has a Deferred  Compensation  Plan  pursuant to which  eligible
executive employees  (including the Named Executive Officers) may elect to defer
all or a portion of the bonus  otherwise  payable under the Company's Bonus Plan
and up to 33% of  their  annual  salary,  and such  amounts  are  placed  into a
deferral account.  The participants may select various mutual funds in which all
or  a  part  of  their  deferral  accounts  shall  be  deemed  to  be  invested.
Distributions from a participant's  deferral accounts will be paid in a lump sum
or in equal annual  installments  over a period of up to 15 years beginning upon
their  termination of employment,  death or retirement.  All amounts deferred by
the participants in the Plan are paid to a Deferred  Compensation  Plan Trust to
be  held  in  order  to  fund  the  Company's  obligations  under  the  Deferred
Compensation Plan. The assets of the trust,  however,  are subject to the claims
of the creditors of the Company in the event the Company is  Insolvent,  as such
term is defined in the trust agreement.

Bonus Plan

     The Company has an annual  bonus plan (the "Bonus  Plan") which is designed
to motivate each employee participant. Approximately 140 employees in the United
States and 125  employees in the  international  operations  participate  in the
Bonus Plan.  Under the Bonus  Plan,  each  participating  employee is assigned a
target bonus award, representing up to 75% of his or her annual base salary that
will be paid if predetermined performance goals are achieved.  Performance goals
for  the  various  areas  of  the  Company  are  established   annually  by  the
Compensation Committee of the Company.

Phantom Equity Program

    The Company has a Phantom Equity Program under which a maximum of 21% of the
value  of the  Company's  Common  Units  and  Preferred  Equity  (together,  the
"Equity")  can be awarded to selected  officers  and other key  employees of the
Company and its  affiliates.  The Phantom  Equity  Program is  comprised of time
based  (consisting  of 12 1/2% of the  Equity),  performance  based (6 1/2%) and
super  performance  (2%) based  awards.  All  awards  grant to the  recipient  a
specified percentage of the Equity (the "applicable percentage").

    A time based award vests in five equal annual installments, upon the sale of
the Company or upon an initial public  offering of the Company's  stock ("IPO"),
whichever  comes  first.  If the  individual's  employment  with the  Company is
terminated  for any reason other than death or disability  within three years of
the date of grant of the  award,  the  award is  automatically  terminated.  The
amount received under the award and how it is paid is based upon the event which
gave  rise  to the  payment.  If the  payment  is due  to a  Company  sale,  the

                                      -20-

<PAGE>

individual  will receive the applicable  percentage of the net amount  available
for distribution for the outstanding Equity payable, at the Company's option, in
a lump sum upon the  closing  of the sale or in the same  manner as the  selling
shareholders. If the payment is due to an IPO, the payment is an amount equal to
the applicable  percentage of the Equity implied in the public offering payable,
at the option of the  Company,  either  entirely  in cash or 40% in cash and the
remainder in Company stock.  If the payment is due to termination of employment,
the participant  receives the applicable  percentage of the fair market value of
the Equity,  determined by the Management  Committee  payable,  at the Company's
option, in up to five equal annual installments or upon an IPO or Company sale.

    The performance and super  performance  based awards are similar to the time
based awards except that performance  based award vests in stages as the Company
achieves specified  performance  targets while the super performance based award
vests entirely upon the  achievement  of a single target.  Payment of the awards
does not occur until and is dependent upon the achievement of both a performance
criteria  and an event  criteria.  The event  criteria is a Company sale or when
Vestar's ownership falls below 10% of the Common Units. The performance criteria
for the  performance  based award  vests in  segments  as the  Company  achieves
specified  performance  targets  while  there is only one  target  for the super
performance  based award. Any performance or super performance based award which
is not fully vested by December 31, 2002 is automatically terminated.

    The Phantom Equity Program and all awards are subject to readjustment in the
event  of a  reorganization  of  the  Company  required  in  connection  with  a
refinancing,  and the applicable percentages are subject to readjustment to take
into consideration new issuances of Common Units or Preferred Capital.

    The following table contains  information  with respect to grants of phantom
awards to each of the Named Executive Officers in 1998:

<TABLE>
                                                                                                           Assumed Annual
                                                                                                            Rate of Stock
                                                  Individual Grants                                   Appreciation for Award Term(4)
                           --------------------------------------------------------------------------  -----------------------------
                           Number of Securities                            Exercise or
                               Underlying              % of Total          Base Price        Expiration
     Name                  Awards Granted (1)      Awards Granted (2)      ($/SH) (3)           Date             5%($)        10%($)
---------------------      -----------------       -----------------      -----------        ----------          ------       ------
<S>                        <C>                     <C>                    <C>                <C>                 <C>          <C>

Neil P. DeFeo                   4.00 (5)                  33.2                 N/A           12/31/2009            N/A          N/A
                                2.00 (6)                  33.5                 N/A           12/31/2002            N/A          N/A
Alexander R. Castaldi           1.30 (5)                  10.8                 N/A           12/31/2009            N/A          N/A
                                0.50 (6)                   8.4                 N/A           12/31/2002            N/A          N/A
                                0.22 (7)                  13.1                 N/A           12/31/2002            N/A          N/A
Lester C. Lee                   0.90 (5)                   7.5                 N/A           12/31/2009            N/A          N/A
                                0.35 (6)                   5.9                 N/A           12/31/2002            N/A          N/A
                                0.16 (7)                   9.6                 N/A           12/31/2002            N/A          N/A
Allen S. Lipson                 0.90 (5)                   7.5                 N/A           12/31/2009            N/A          N/A
                                0.35 (6)                   5.9                 N/A           12/31/2002            N/A          N/A
                                0.16 (7)                   9.6                 N/A           12/31/2002            N/A          N/A
Lawrence D. Handler             0.35 (5)                   2.9                 N/A           12/31/2009            N/A          N/A
                                0.20 (6)                   3.4                 N/A           12/31/2002            N/A          N/A
                                0.09 (7)                   5.4                 N/A           12/31/2002            N/A          N/A

</TABLE>

                                                    -21-

<PAGE>

------------------------------------   
(1)  Indicates the applicable percentage of the Company's Equity underlying each
     award granted.

(2)  Indicates  the % of total time,  performance  and super  performance  based
     awards granted as of December 31, 1998.

(3)  There is no  exercise  price and as of the time of the grant,  there was no
     market price for the Company's Equity.

(4)  The Company's Equity is not registered under the Securities Act of 1933 and
     is therefore not publicly traded. Accordingly, there is no market price for
     the  Company's  Equity.  Payments to holders of phantom  equity  awards are
     dependent  upon the realized value of the Equity upon a sale of the Company
     or an IPO.  See above for a  complete  description  of the  Phantom  Equity
     Program and the determination of payouts.

(5)  Grant of Time Based award.

(6)  Performance Based award.

(7)  Super Performance Based award.


401(k) Plan

    The Company  maintains a savings plan (the "Savings  Plan")  qualified under
Sections  401 (a) and  401(k)  of the  Internal  Revenue  Code.  Generally,  all
employees of the Company in the United States who have completed three months of
service are eligible to  participate  in the Savings Plan. For each employee who
elects to participate in the Savings Plan and makes a contribution  thereto, the
Company  makes  a  matching  contribution  of  40%  of the  first  5% of  annual
compensation  contributed.  Effective  March 15, 1999,  the Company  amended its
matching  contribution  from 40% to 50% of the first 5% of  annual  compensation
contributed. The maximum contribution for any participant for any year is 15% of
such participant's eligible compensation.


ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

    Set forth  below is  certain  information  regarding  the  ownership  of the
Preferred Equity and Common Units of Remington by each person known by Remington
to  beneficially  own 5.0% or more of the  outstanding  interests  of either the
Preferred Equity or Common Units,  each Director and Named Executive Officer and
all Directors and executive  officers as a group as of March 15, 1999. Except as
indicated  below,  the  address  for  each of the  persons  listed  below is c/o
Remington  Products Company,  L.L.C., 60 Main Street,  Bridgeport,  Connecticut,
06604.
<TABLE>

             Name                                                   Preferred Equity        Common Units
     --------------------------                                    Capital (1)      %     Number        %
                                                                  -----------    -----   ------       ----
     <S>                                                          <C>            <C>     <C>          <C>    

     Vestar Equity Partners (2)(3)................................$30,000,000    48.4%   34,400        50%
          245 Park Avenue, 41st Floor
          New York, New York 10167
     RPI Corp. (3)................................................32,000,000     51.6%   34,400        50%
          555 Madison Avenue, 23rd Floor
          New York, New York 10022
     Victor K. Kiam, II     (3)(4)................................32,000,000     51.6%   34,400        50%
     Norman W. Alpert       (5)...................................30,000,000     48.4%   34,400        50%
     Arthur J. Nagle (5)..........................................30,000,000     48.4%   34,400        50%
     Daniel S. O'Connell (5)......................................30,000,000     48.4%   34,400        50%
     Robert L. Rosner (5).........................................30,000,000     48.4%   34,400        50%
     Directors and executive officers as a group
          5 persons).............................................$62,000,000    100.0%   68,800       100%
</TABLE>


                                                    -22-

<PAGE>

-----------------------  

(1)  Amounts,  in dollars,  represent the capital  contribution to the Preferred
     Equity  beneficially  owned by each person and entity set forth below.  The
     Preferred  Equity has not been  denominated  in units or other shares. 

(2)  Vestar's interest in the Company is owned by the Vestar Members,  which are
     controlled by Vestar.  The Vestar  Members have assigned a portion of their
     interests in the Company to certain coinvestors, although such co-investors
     will not directly hold any Common Units.  The general  partner of Vestar is
     Vestar  Associates  L.P., a limited  partnership  whose general  partner is
     Vestar Associates Corporation ("VAC"). In such capacity, VAC exercises sole
     voting and  investment  power with  respect to all of the equity  interests
     held of record by the Vestar Members. Messrs. Alpert, Nagle, O'Connell, and
     Rosner,  who are Directors of Remington,  are affiliated with Vestar in the
     capacities  described under Item 10 Directors and Executive  Officers,  and
     are stockholders of VAC. Individually, no stockholder,  director or officer
     of VAC is deemed to have or share such voting or  investment  power  within
     the meaning of Rule 13d-3 under the Exchange Act.  Accordingly,  no part of
     the  Preferred  Equity or Common  Units is  beneficially  owned by  Messrs.
     Alpert,  Nagle,  O'Connell or Rosner or any other stockholder,  director or
     officer of VAC.

(3)  The Vestar Members and RPI have entered into the LLC Agreement  which gives
     Vestar effective control over the management of the Company.

(4)  Mr. Kiam's interest in the Company is owned by RPI. The shareholders of RPI
     are Mr. Kiam and two Kiam family  trusts.  Mr. Kiam is a trustee of each of
     these  trusts.  Mr. Kiam  disclaims  beneficial  ownership of the shares of
     Remington  owned by RPI. The address of Mr. Kiam is 11097 Isle Brook Court,
     West Palm Beach, Florida, 33414.

(5)  Messrs.  Alpert, Nagle,  O'Connell and Rosner are affiliated with Vestar in
     the  capacities  described in Item 10  Directors  and  Executive  Officers.
     Ownership of Remington equity interests for these individuals  includes the
     $30,000,000  of Preferred  Equity and 34,440  Common Units  included in the
     above table  beneficially  owned by Vestar through the Vestar  Members,  of
     which  such  persons  disclaim  beneficial  ownership.  Each such  person's
     business address is c/o Vestar Equity Partners, L.P., 245 Park Avenue, 41st
     Floor, New York, New York 10167.


ITEM 13.  Certain Relationships and Related Transactions

     Pursuant to a management  agreement (the  "Management  Agreement")  entered
into in  connection  with the  reorganization  of the  Company  in 1996,  Vestar
Capital Partners ("Vestar Capital") receives an annual advisory fee equal to the
greater of  $500,000  or 1.5% of EBITDA (as  defined in such  agreement)  of the
Company on a consolidated basis for rendering  advisory and consulting  services
in relation to strategic  financial  planning and other  affairs of the Company.
Vestar  Capital will also be paid  reasonable and customary  investment  banking
fees in  connection  with an initial  public  offering,  sale of the Company and
other financings. The Management Agreement will be in effect until May 23, 2006,
provided that the  Management  Agreement  will terminate on the earlier to occur
of: (i) a qualified  public  offering or (ii) the first date that Vestar Capital
owns less than 25% of the number of the  Company's  Common Units owned by Vestar
Capital on May 23, 1996, and provided  further that Vestar Capital may terminate
the Management  Agreement at any time. Vestar Capital owns,  indirectly  through
Vestar Corp.,  50% of the Common Units of the Company and possesses the right to
designate five of the nine individuals who comprise the Management  Committee of
the Company.

     Pursuant  to  a  consulting  and  transitional   services   agreement  (the
"Consulting  Agreement")  entered into in connection with the  reorganization of
the Company in 1996,  RPI receives an aggregate  annual fee equal to the sum of:
(i) the greater of $500,000 or 1.5% of EBITDA (as defined in such  agreement) of
the Company on a  consolidated  basis and (ii)  $250,000 in 1997 and 1998 if the
Company's net revenues or EBITDA (as defined in such  agreement)  exceed certain
targets in such  years,  for  rendering  advisory  and  consulting  services  in
relation to strategic financial planning,  product development and evaluation of
mergers,  acquisitions  and  divestitures.  The Consulting  Agreement will be in
effect until May 23, 2006, provided that the Consulting Agreement will terminate
on the  earlier to occur of: (i) a qualified  public  offering or (ii) the first
date that RPI owns less than 25% of the  number of the  Company's  Common  Units
owned by RPI on the May 23, 1996,  and provided  further that Vestar Capital may


                                      -23-

<PAGE>

terminate  the  Consulting  Agreement  at any time (but only to the extent  that
Vestar Capital also terminates similar provisions of the Management  Agreement).
RPI,  an entity  controlled  by the Kiams,  owns 50% of the Common  Units of the
Company and  possesses the right to designate  two of the nine  individuals  who
comprise the Management Committee of the Company.

     Pursuant to a Non-Competition  Agreement (the "Non-Competition  Agreement")
dated May 23, 1996, between the Company, Vestar Corp. and Victor K. Kiam, II and
Victor K. Kiam, III (the "Kiams"),  the Kiams may not compete with,  solicit any
customers of, own, manage or operate any business in competition with or perform
any action substantially detrimental to the Company's businesses. The provisions
of the  Non-Competition  Agreement will apply during the period the Kiams have a
Significant  Interest  (as  defined  in the  Non-Competition  Agreement)  in the
Company and thereafter  for: (i) five years,  with respect to electric  shavers,
shaver  accessories  and men's  grooming  products,  and (ii) three years,  with
respect to women's  personal care  appliances,  home health  appliances,  travel
appliances,   environmental   products,   dental   products  and  small  kitchen
appliances. The Non-Competition Agreement allows the Kiams to continue to market
certain  competing  travel appliance  products  developed by an affiliate of the
Kiams.

     In  connection  with the  adoption  of the Phantom  Equity  Program and the
issuance of Phantom Equity  Agreements in January 1998, the Company  repurchased
from Messrs.  Lipson and Kimpton all shares of Common  Units they had  purchased
from the  Company  in May 1996 in  connection  with  the  reorganization  of the
Company at the same price they had originally  paid for such units.  The Company
paid for the repurchased  Common Units by issuing  promissory notes for the full
purchase  price,  payable within 60 days following the termination of employment
for  reasons  other than cause (as defined in the  promissory  note) or upon the
payment of any phantom  equity  award to such  individuals.  The phantom  equity
agreements  with each of these  individuals  provided that any payment under the
promissory note would reduce,  dollar for dollar,  the applicable phantom equity
payment.  The  promissory  note issued to Mr. Lipson was for $150,000,  together
with interest of 6 1/2% and the non-interest  bearing note issued to Mr. Kimpton
was for $46,000.


                                     PART IV


ITEM 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

     (a)  1.     Financial Statements

          2.     Financial Statement Schedule

          3.     Exhibits


                                      -24-

<PAGE>


          3.1    Amended and Restated Limited  Liability Company Agreement dated
                 as of May 16, 1996, by and among Vestar Shaver Corp.  (formerly
                 Vestar/Remington  Corp.) ("Vestar Corp. I"), Vestar Razor Corp.
                 ("Vestar  Corp.  II" and,  together  with Vestar  Corp.  I, the
                 "Vestar  Members"),  RPI  Corp.  (formerly  known as  Remington
                 Products,   Inc.)("RPI"),   and   certain   members  of  senior
                 management of the Company.  Incorporated herein by reference to
                 Exhibit 3.1 in  Registration  Statement on Form S-4(File Number
                 333- 07429).

          3.2    Certificate of Formation of Remington Products Company,  L.L.C.
                 ("Remington").  Incorporated  by  reference  to Exhibit  3.2 in
                 Registration Statement on Form S-4(File Number 333-07429).

          4.1    Indenture dated as of May 23, 1996 between Remington, Remington
                 Capital Corp. ("Capital") and The Bank of New York, as trustee.
                 Incorporated  by  reference  to  Exhibit  4.1  in  Registration
                 Statement on Form S-4(File Number 333-07429).

          4.2    Form of 11% Series B Senior Subordinated Notes. Incorporated by
                 reference  to Exhibit  4.2 in  Registration  Statement  on Form
                 S-4(File Number 333-07429).

          4.3    Purchase  Agreement  dated  May  16,  1996  between  Remington,
                 Capital and Bear,  Sterns & Co. Inc.  Incorporated by reference
                 to  Exhibit  4.3 in  Registration  Statement  on Form  S-4(File
                 Number 333-07429).

          4.4    Registration  Rights Agreement dated as of May 23, 1996 between
                 Remington,  Capital and Bear Sterns & Co. Inc.  Incorporated by
                 reference  to Exhibit  4.4 in  Registration  Statement  on Form
                 S-4(File Number 333-07429).

          10.1   Credit and Guarantee  Agreement  dated as of May 23, 1996 among
                 Remington,   certain  of  its  subsidiaries,   various  lending
                 institutions,  Fleet  National  Bank and  Banque  Nationale  de
                 Paris,  as  co-documentation  agents,  and  Chemical  Bank,  as
                 administrative  agent (the "Credit and  Guarantee  Agreement").
                 Incorporated  by  reference  to  Exhibit  10.1 in  Registration
                 Statement on Form S-4(File Number 333-07429).

          10.2   First  Amendment  and Waiver Number 1, dated as of December 27,
                 1996, to the Credit and Guarantee  Agreement.  Incorporated  by
                 reference to Exhibit 10.1 in the  Company's  Current  Report on
                 Form 8-K dated December 24, 1996.

          10.3   Second Amendment,  dated as of March 30, 1997 to the Credit and
                 Guarantee Agreement.  Incorporated by reference to Exhibit 10.1
                 in the Company's  Quarterly Report on Form 10-Q for the quarter
                 ended March 29, 1997.

                                      -25-

<PAGE>


          10.4   Third  Amendment,  dated as of May 16,  1997 to the  Credit and
                 Guarantee Agreement.  Incorporated by reference to Exhibit 10.1
                 in the Company's  Quarterly Report on Form 10-Q for the quarter
                 ended June 28, 1997.

          10.5   Fourth Amendment,  dated as of March 20, 1998 to the Credit and
                 Guarantee Agreement.  Incorporated by reference to Exhibit 10.5
                 in the Company's  Annual Report on Form 10-K for the year ended
                 December 31, 1997.

          10.6   Fifth  Amendment,  dated as of March 11,1999 to the  Credit and
                 Guarantee Agreement.

          10.7   Company  Security  Agreement  dated as of May 23,  1996 made by
                 Remington in favor of the Agent.  Incorporated  by reference to
                 Exhibit 10.2 in Registration  Statement on Form S-4(File Number
                 333-07429).

          10.8   Form of  Subsidiaries  Security  Agreement  dated as of May 23,
                 1996 made by each of  Capital,  Remington  Corporation,  L.L.C.
                 ("IP  Subsidiary") and Remington Rand  Corporation  ("Rand") in
                 favor of the Agent.  Incorporated  by reference to Exhibit 10.3
                 in Registration Statement on Form S-4(File Number 333-07429).

          10.9   Conditional  Assignment  of and  Security  Interest  in  Patent
                 Rights  (United  States)  dated as of May 23,  1996  made by IP
                 Subsidiary in favor of the Agent.  Incorporated by reference to
                 Exhibit 10.4 in Registration  Statement on Form S-4(File Number
                 333- 07429).

          10.10  Conditional  Assignment  of and  Security  Interest  in  Patent
                 Rights  (United  Kingdom)  dated as of May 23,  1996 made by IP
                 Subsidiary in favor of the Agent.  Incorporated by reference to
                 Exhibit 10.5 in Registration  Statement on Form S-4(File Number
                 333- 07429).

          10.11  Conditional  Assignment  of and Security  Interest in Trademark
                 Rights  (United  States)  dated as of May 23,  1996  made by IP
                 Subsidiary in favor of the Agent.  Incorporated by reference to
                 Exhibit 10.6 in Registration  Statement on Form S-4(File Number
                 333- 07429).

          10.12  Conditional  Assignment  of and Security  Interest in Trademark
                 Rights  (United  Kingdom)  dated as of May 23,  1996 made by IP
                 Subsidiary in favor of the Agent.  Incorporated by reference to
                 Exhibit 10.7 in Registration  Statement on Form S-4(File Number
                 333-07429).

                                      -26-

<PAGE>



          10.13  Members Limited  Recourse Pledge  Agreement dated as of May 23,
                 1996 made by Remington in favor of the Agent.  Incorporated  by
                 reference  to Exhibit  10.8 in  Registration  Statement on Form
                 S-4(File Number 333-07429).

          10.14  Company  Pledge  Agreement  dated  as of May 23,  1996  made by
                 Remington in favor of the Agent.  Incorporated  by reference to
                 Exhibit 10.9 in Registration  Statement on Form S-4(File Number
                 333-07429). 

          10.15  Subsidiaries  Pledge Agreement dated as of May 23, 1996 made by
                 Rand in  favor  of the  Agent.  Incorporated  by  reference  to
                 Exhibit 10.10 in Registration Statement on Form S-4(File Number
                 333-07429).

          10.16  Subsidiaries  Guarantee  dated  as of  May  23,  1996  made  by
                 Capital,  IP  subsidiary  and  Rand  in  favor  of  the  Agent.
                 Incorporated  by  reference  to Exhibit  10.11 in  Registration
                 Statement on Form S-4(File Number 333-07429).

          10.17  Purchase  Agreement dated as of May 1, 1996 by and among Vestar
                 Corp i., Remington, Remsen, Isaac Perlmutter, RPI and Victor K.
                 Kiam,  II.  Incorporated  by  reference  to  Exhibit  10.12  in
                 Registration Statement on Form S-4(File Number 333- 07429).

          10.18  Agreement  and Plan of Merger  dated as of May 23, 1996 between
                 Remington  Products  Company  and  Remington.  Incorporated  by
                 reference to Exhibit  10.13 in  Registration  Statement on Form
                 S-4(File Number 333-07429).

          10.19  Securityholders  Agreement  dated as of May 16,  1996 among the
                 Vestar Members, Vestar Equity Partners,  L.P. ("Vestar"),  RPI,
                 Victor K. Kiam,  II and the other  parties  signatory  thereto.
                 Incorporated  by  reference  to Exhibit  10.14 in  Registration
                 Statement on Form S-4(File Number 333-07429).

          10.20  Management Agreement dated as of May 23, 1996 between Remington
                 and Vestar  Capital  Partners.  Incorporated  by  reference  to
                 Exhibit 10.15 in Registration Statement on Form S-4(File Number
                 333-07429).

          10.21  Consulting and Transitional  Services Agreement dated as of May
                 23, 1996 between  Remington and RPI.  Incorporated by reference
                 to Exhibit  10.16 in  Registration  Statement on Form  S-4(File
                 Number 333-07429).

          10.22  Employment  Agreement  made as of January 8, 1997  between  the
                 Company and Neil P. DeFeo. Incorporated by reference to Exhibit
                 10.2 in the  Company's  Quarterly  Report  on Form 10-Q for the
                 quarter ended March 29, 1997.

          10.23  Form of Executive  Severance Agreement dated as of May 23, 1996
                 by and between  Remington  and Allen S. Lipson is  incorporated
                 herein by reference to Registration  Statement on Form S-4(File
                 Number 333-07429).

          10.24  Executive  Severance  Agreement  dated as of November  25, 1996
                 between  Remington and Alexander R. Castaldi.  Incorporated  by
                 reference to Exhibit  10.20 in the  Company's  Annual Report on
                 Form 10-K for the year ended December 31, 1996.

                                      -27-

<PAGE>

          10.25  Letter  Agreement  dated June 6, 1997  between  the Company and
                 Lester Lee.

          10.26  Form of  Severance  Agreement.  Incorporated  by  reference  to
                 Exhibit 10.24 in the  Company's  Annual Report on Form 10-K for
                 the year ended December 31, 1997.

          10.27  Form of Time Based Phantom Equity  Agreement with  participants
                 in the Phantom  Equity  Program.  Incorporated  by reference to
                 Exhibit 10.25 in the  Company's  Annual Report on Form 10-K for
                 the year ended December 31, 1997.

          10.28  Form  of  Performance   Based  Phantom  Equity  Agreement  with
                 participants  in the Phantom Equity  Program.  Incorporated  by
                 reference to Exhibit  10.26 in the  Company's  Annual Report on
                 Form 10-K for the year ended December 31, 1997.

          10.29  Form of Super  Performance  Based Phantom Equity Agreement with
                 participants  in the Phantom Equity  Program.  Incorporated  by
                 reference to Exhibit  10.27 in the  Company's  Annual Report on
                 Form 10-K for the year ended December 31, 1997.

          10.30  Promissory  Note dated January 14, 1998 from Remington to Allen
                 S. Lipson for  $150,000.  Incorporated  by reference to Exhibit
                 10.28 in the Company's  Annual Report on Form 10-K for the year
                 ended December 31, 1997.

          10.31  License   Agreement  made  May  23,  1996  by  and  between  IP
                 Subsidiary and Act II Jewelry,  Inc.  Incorporated by reference
                 to Exhibit  10.23 in  Registration  Statement on Form S-4 (File
                 Number 333-07429).

          10.32  License   Agreement  made  May  23,  1996  by  and  between  IP
                 Subsidiary  and  VKK  Equities  Corporation.   Incorporated  by
                 reference to Exhibit  10.24 in  Registration  Statement on Form
                 S-4 (File Number 333-07429).

          10.33  Tradename  Agreement  made  May  23,  1996  by and  between  IP
                 Subsidiary and Remington Apparel Company,  Inc. Incorporated by
                 reference to Exhibit  10.25 in  Registration  Statement on Form
                 S-4 (File Number 333-07429).

          10.34  License  Agreement  dated  as of May 23,  1996  by and  between
                 Remington  and IP  Subsidiary  .  Incorporated  by reference to
                 Exhibit  10.26 in  Registration  Statement  on Form  S-4  (File
                 Number 333-07429).

          21     Subsidiaries of Remington.

          24.    Powers of Attorney.

          27     Financial Data Schedule.


                                      -28-

<PAGE>


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.

                                 REMINGTON PRODUCTS COMPANY, L.L.C.

                                 By:               /s/ Kris J. Kelley 
                                 Kris J. Kelley, Vice President and Controller

Date:  March 31, 1999

     Pursuant to the  requirements of the Securities  Exchange Act of 1934, this
report  has  been  signed  below  by the  following  persons  on  behalf  of the
registrant and in the capacities on March 31, 1999.


            *                                                *                 
--------------------------------------     -------------------------------------
Neil F. DeFeo, Chief Executive Officer,    Alexander R. Castaldi, Executive Vice
     President and Director                President and Chief Financial Officer


    /s/Kris J. Kelley                                       *
--------------------------------------     -------------------------------------
Kris J. Kelley, Vice President and      Victor K. Kiam II, Chairman and Director
     Controller

             *                                              *
--------------------------------------    --------------------------------------
Victor K. Kiam III, Director                    Norman W. Alpert, Director


             *                                              *                
--------------------------------------    --------------------------------------
Arthur J. Nagle, Director                      Daniel S. O'Connell, Director


             *                                              *              
--------------------------------------    --------------------------------------
Robert L. Rosner, Director                     William B. Connell, Director



            *  
--------------------------------------
Kevin A. Mundt, Director


*By            /s/ by Allen S. Lipson 
    ----------------------------------------           
        Allen S. Lipson, as Attorney-in-Fact


                                      -29-

<PAGE>


                          INDEX TO FINANCIAL STATEMENTS

<TABLE>

                                                                                                      Pages   
Financial Statements                                                                                  -----   
--------------------
<S>                                                                                                   <C>

     Independent Auditors' Report                                                                       F-2
     Consolidated Balance Sheets as of December 31, 1998 and December 31, 1997                          F-3
     Consolidated Statements of Operations for each of the years in the three-year
              period ended December 31, 1998                                                            F-4
     Consolidated Statements of Members' Deficit/Partners' Capital for each of the
              years in the three-year period ended December 31, 1998                                    F-5
     Consolidated Statements of Cash Flows for each of the years in the three-year
              period ended December 31,1998                                                             F-6
     Notes to Consolidated Financial Statements                                                         F-7

Financial Statement Schedule
----------------------------
     Schedule II - Valuation and Qualifying Accounts for each of the years in the
               three-year period ended December 31,1998                                                 S-1

</TABLE>



       Certain  schedules  are omitted  because they are not  applicable  or the
required  information  is provided in the Financial  Statements or related notes
thereto.









                                       F-1

<PAGE>




                          Independent Auditors' Report



To the Management Committee of
     REMINGTON PRODUCTS COMPANY, L.L.C.:


    We have audited the  accompanying  consolidated  balance sheets of Remington
Products  Company,  L.L.C. and  subsidiaries  (the "Company") as of December 31,
1998 and 1997, and the related consolidated  statements of operations,  members'
deficit/partners'  capital, and cash flows for the years ended December 31, 1998
and 1997 and for the  thirty-one  week period  ended  December  31, 1996 and for
Remington  Products  Company  and  subsidiaries  (the   "Predecessor")  for  the
twenty-one  week  period  ended May 23,  1996.  Our  audits  also  included  the
consolidated   financial   statement   schedule  listed  in  the  index  to  the
consolidated  financial  statements.  The consolidated  financial statements and
financial   statement   schedules  are  the   responsibility  of  the  Company's
management.  Our  responsibility is to express an opinion on these  consolidated
financial statements and financial statement schedule based on our audits.

    We conducted  our audits in  accordance  with  generally  accepted  auditing
standards.  Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement.  An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements.  An audit also includes
assessing the  accounting  principles  used and  significant  estimates  made by
management,  as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

    In our opinion,  such consolidated  financial  statements  referred to above
present fairly, in all material respects,  the financial position of the Company
as of December 31, 1998 and 1997, and the results of its operations and its cash
flows for the years ended  December  31, 1998 and 1997 and the  thirty-one  week
period ended December 31, 1996 and of the  Predecessor  for the twenty-one  week
period  ended May 23, 1996 in  conformity  with  generally  accepted  accounting
principles. Also, in our opinion, the consolidated financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects,  the information set forth
therein.


DELOITTE & TOUCHE L.L.P.



Stamford, Connecticut
March 11, 1999


                                       F-2

<PAGE>



                       Remington Products Company, L.L.C.,

                           Consolidated Balance Sheets
                                 (in thousands)


<TABLE>

                                                                       December 31,         December 31, 
                                                                           1998                1997      
                                                                       -----------         ------------  
<S>                                                                    <C>                 <C>    

ASSETS
Current assets:
    Cash and cash equivalents                                          $     4,249         $      5,408
    Accounts receivable, less allowance for doubtful accounts
           of  $2,749 in 1998 and $734 in 1997                             59 ,998               53,052
    Inventories                                                             50,163               60,507
    Prepaid and other assets                                                 1,879                1,525
                                                                       -----------         ------------
            Total current assets                                           116,289              120,492
Property, plant and equipment, net                                          13,135               16,033
Intangibles, net                                                            58,573               60,538
Other assets                                                                 7,730                8,182
                                                                       -----------         ------------
            Total assets                                                  $195,727             $205,245
                                                                       ===========         ============
LIABILITIES AND MEMBERS' DEFICIT Current liabilities:
    Accounts payable                                                   $    15,981         $     13,359
    Short-term borrowings                                                    5,192                1,300
    Current portion of long-term debt                                        1,842                1,417
    Accrued liabilities                                                     24,980               28,055
                                                                       -----------         ------------
            Total current liabilities                                       47,995               44,131
Long-term debt                                                             180,634              178,523
Other liabilities                                                            1,839                  869   
Commitments and contingencies
Members' deficit:
     Members' deficit                                                     (31,473)             (15,894)   
     Accumulated other comprehensive income                                (3,268)              (2,384)
                                                                       -----------          -----------
            Total members' deficit                                        (34,741)             (18,278)
                                                                       -----------          -----------
            Total liabilities and members' deficit                     $   195,727          $   205,245
                                                                       ===========          ===========


</TABLE>


                 See notes to consolidated financial statements.








                                       F-3

<PAGE>



                       Remington Products Company, L.L.C.

                      Consolidated Statements of Operations
                                 (in thousands)


<TABLE>


                                                       Year           Year             Year Ended December 31, 1996
                                                       Ended          Ended            ----------------------------   
                                                   December 31,     December 31,          31 Weeks        21 Weeks
                                                       1998             1997                Ended           Ended
                                                                                          December 31       May 23
                                                   -------------    ------------       ------------    -----------  
                                                                                                        (Predecessor)
<S>                                                <C>              <C>                <C>             <C>    

Net sales                                          $  268,357       $  241,572          $185,286       $   56,713
Cost of sales                                         159,175          141,296           117,723           35,102
                                                   ----------       ----------        ----------       ----------
          Gross profit                                109,182          100,276            67,563           21,611
Selling, general and administrative                    94,415           84,194            53,860           37,912
Restructuring and reorganization charge                 6,806                -                 -               -
Amortization of intangibles                             1,945            1,936             1,195              650
                                                   ----------       ----------        ----------       ----------
         Operating income (loss)                        6,016           14,146            12,508         (16,951)
Interest expense                                       20,499           19,318            12,164            2,228
Other expense (income)                                    472              526               498            (115)
                                                   ----------       ----------        ------------     ----------  
         Income (loss) before income taxes           (14,955)          (5,698)             (154)         (19,064)
Provision (benefit) for income taxes                      382            2,225             3,018            (873)
                                                   ----------       ----------         ---------       ----------
         Net income (loss)                         $ (15,337)       $  (7,923)         $ (3,172)       $ (18,191)
                                                   ==========       ==========         =========       ==========
Net loss applicable to common units                $ (24,741)       $ (16,279)         $ (7,748)
                                                   ==========       ==========         =========


</TABLE>


                 See notes to consolidated financial statements.












                                       F-4

<PAGE>





                       Remington Products Company, L.L.C.

          Consolidated Statements of Members' Deficit/Partners' Capital
                                 (in thousands)


<TABLE>

                                                                                                                             Total
                                                                                                        Accumulated        Partners'
                                                                                                            Other           Capital/
                                               Preferred       Common          Other     Accumulated    Comprehensive       Members'
                                                Equity          Units          Capital      Deficit         Income          Deficit 
                                                ----------    --------       ---------   -----------    ------------      ----------
<S>                                             <C>           <C>            <C>         <C>            <C>               <C>

PREDECESSOR
Balance, December 31, 1995                                                   $  76,736                  $       (791)     $  75,945
  Comprehensive income (loss):
     Net loss                                                                  (18,191)
     Foreign currency translation                                                                               (217)
     Elimination of cumulative translation                                                                     1,008
  Total comprehensive income (loss)                                                                                         (17,400)

Effects of recapitalization:
  Issuance of equity units                       $ 62,000      $ 7,742                                                       69,742
  Excess of fair value over predecessor basis                                  (73,921)                                     (73,921)
  Cancellation of predecessor partners' capital                                (58,545)                                     (58,545)
                                                 ---------     -------      -----------                  -------------    ---------
Balance, May 23, 1996                            $ 62,000      $ 7,742      $  (73,921)                  $      -         $  (4,179)
                                                 =========     ========     ===========                  ==============   ==========
SUCCESSOR

Balance, May 24, 1996                            $ 62,000      $ 7,742      $  (73,921)                                   $  (4,179)
  Preferred dividend                                4,576                                 $  (4,576)                           -
  Comprehensive income (loss):
     Net loss                                                                                (3,172)
     Foreign currency translation                                                                         $     (356)
  Total comprehensive income (loss)                                                                                          (3,528)
                                                 --------     --------      -----------   ----------      ------------   ----------
Balance, December 31, 1996                         66,576       7,742          (73,921)      (7,748)            (356)        (7,707)
  Repurchase of common units                                     (620)                                                         (620)
  Preferred dividend                                8,356                                    (8,356)                              -
  Comprehensive income (loss):
     Net loss                                                                                (7,923)
     Foreign currency translation                                                                             (2,028)
  Total comprehensive income (loss)                                                                                          (9,951)
                                                 --------    ---------      -----------   ----------      -----------    -----------
Balance, December 31, 1997                       $ 74,932    $  7,122       $  (73,921)   $ (24,027)      $   (2,384)    $  (18,278)
  Preferred Dividend                                9,404                                    (9,404)                              -
  Repurchase of common units                                     (242)                                                         (242)
  Comprehensive income (loss):
     Net loss                                                                               (15,337)
     Foreign currency translation                                                                               (708)
     Cumulative effect of adoption of SFAS 133                                                                  (105)
     Unrealized hedging loss                                                                                     (71)
  Total comprehensive income (loss)                                                                                         (16,221)
                                                 --------    ---------     ------------   ----------      ------------   -----------
Balance, December 31, 1998                       $ 84,336    $  6,880      $   (73,921)   $ (48,768)      $   (3,268)    $  (34,741)
                                                 ========    ========      ============   ==========      ============   ===========

</TABLE>

                                See notes to consolidated financial statements.

                                       F-5

<PAGE>


                       Remington Products Company, L.L.C.

                      Consolidated Statements of Cash Flows
                                 (in thousands)
<TABLE>

                                                            Year              Year            Year Ended December 31,1996 
                                                            Ended            Ended           ----------------------------
                                                        December 31,       December 31,       31 Weeks         21  Weeks 
                                                           1998               1997           December 31        May 23 
                                                         ----------        ------------     ------------      ------------
                                                                                                              (Predecessor)
<S>                                                      <C>               <C>              <C>               <C>

Cash flows from operating activities:
   Net income (loss)                                     $ (15,337)        $  (7,923)       $  (3,172)         $  (18,191)
   Adjustment to reconcile net income (loss) to net cash
     provided by  (used in) operating activities:
       Depreciation                                          3,224             2,831            1,184              1,355
       Amortization of intangibles                           1,945             1,936            1,195                650
       Amortization of deferred financing fees               1,110             1,072            1,260                262
       Restructuring and reorganization charge               6,806               -                -                  -
       Inventory write-down                                  2,760               -                -                  -
       Deferred income taxes                                   (26)              (44)           1,251               (561)
       Foreign currency forward losses                         (35)              115            1,501                -
                                                         ----------         ---------       ---------           ---------
                                                               447            (2,013)           3,219            (16,485)
       Changes in assets and liabilities: 
          Accounts receivable                              (6,946)             1,210         (27,291)             41,043
          Inventories                                        7,584             3,278          (2,546)            (8,339)
          Accounts payable                                   2,622           (3,055)            5,392              1,187
          Accrued liabilities                              (5,518)           (5,267)           10,731              (933)
          Other, net                                       (1,295)           (2,133)             ( 70)             (158)
                                                         ---------         ---------       -----------          --------
            Cash provided by (used in) operating 
            activities                                     (3,106)           (7,980 )         (10,565)            16,315
                                                         ---------         ---------       ----------           --------
Cash flows from investing activities:
   Capital expenditures                                    (3,879)           (5,078)          (2,399)            (1,310)
   Payment for purchase of Company, net                        -                 -          (139,750)                -
   Proceeds from working capital adjustment                    -               2,500              -                  -

   Other                                                       -                 204            (181)                -
                                                        ----------         ---------       ----------           --------
            Cash used in investing activities              (3,879)           (2,374)        (142,330)            (1,310)
                                                        ----------         ---------       ----------           --------
Cash flows from financing activities:
   Proceeds from sale of senior subordinated notes             -                 -            129,026                -
   Net  repayments under term loan facilities              (1,426)             (965)          (3,463)            (3,600)
   Net borrowings (repayments) under credit facilities       7,632            10,938            1,564           (12,353)
   Equity investments (repurchases)                          (242)             (620)           34,302                -
   Debt issuance costs                                         -                 -            (9,075)                -
   Other, net                                                (221)             (251)            1,595                -
                                                        ----------        ----------       ----------           --------
            Cash provided by (used in) financing activities  5,743             9,102          153,949           (15,953)
            Effect of exchange rate changes on cash             83             (539)              503              (214)
                                                        ----------        ----------       ----------           --------
Increase (decrease) in cash and cash equivalents           (1,159)           (1,791)            1,557            (1,162)
Cash and cash equivalents, beginning of period               5,408             7,199            5,642              6,804
                                                        ----------        ----------       ----------           --------

            Cash and cash equivalents, end of period    $    4,249        $    5,408       $    7,199           $  5,642
                                                        ==========        ==========       ==========           ========
Supplemental cash flow information:
       Interest paid                                    $   19,144        $   18,756       $    9,121           $  1,874
       Income taxes paid                                $    2,331        $    2,493       $    1,563           $    440

</TABLE>

                 See notes to consolidated financial statements.

                                       F-6

<PAGE>


                       Remington Products Company, L.L.C.

                   Notes to Consolidated Financial Statements

1.   Summary of Significant Accounting Policies

     Remington Products Company, L.L.C. and its wholly owned subsidiaries,  (the
"Company") develop and market electrical  personal care appliances.  The Company
distributes  on a  worldwide  basis  men's and  women's  electrical  shavers and
accessories,  women's  personal care  appliances,  including  hairsetters,  hair
dryers and curling irons, men's electrical  grooming  products,  travel products
and other small electrical consumer appliances.  The Company's products are sold
worldwide through mass  merchandisers,  catalog showrooms,  drugstore chains and
department stores in addition to the Company's own service stores.

     Organization:  
     Remington  Products Company,  L.L.C., a Delaware limited liability company,
was formed by Vestar Shaver Corp.  ("Vestar  Corp.  I) and RPI Corp.  ("RPI") to
acquire (the  "Reorganization") the operations of Remington Products Company and
its subsidiaries  ("RPC").  In May 1996, Vestar Razor Corp.  ("Vestar Corp. II")
was formed to hold an interest in the  Company,  Vestar Corp. I and Vestar Corp.
II (together,  the "Vestar Members") are wholly owned by Vestar Equity Partners,
L.P.

      Basis of Presentation:
    The consolidated balance sheets as of December 31, 1998 and 1997 include the
accounts of Remington Products Company, L.L.C. and Subsidiaries, the "Successor"
company  following the change in ownership on May 23, 1996 (the "Closing  Date")
(see Note 2) and the  consolidated  results of operations and cash flows include
the accounts for the successor company for the years ended December 31, 1998 and
1997 the period from May 24, 1996 to December 31, 1996. The financial statements
also include the results of operations and cash flows of RPC, the  "Predecessor"
company,  prior to the Closing Date. All significant  intercompany  accounts and
transactions are eliminated in consolidation.

     Use of Estimates:
      The  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles requires management to make certain estimates and
assumptions  that affect the  amounts  reported  in the  consolidated  financial
statements  and  accompanying  notes.  Actual  results  could  differ from those
estimates.  Estimates are used for, but not limited to the  establishment of the
allowance  for  doubtful  account,  reserves for sales  returns and  allowances,
product warranty costs, taxes and contingencies.

    Cash and Cash Equivalents:
    All highly liquid debt instruments purchased with a maturity of three months
from their date of acquisition or less are considered cash equivalents.

    Inventories:
     The inventories of foreign subsidiaries and purchased product for resale by
the  merchandising  and service store operations are valued at the lower of cost
or market utilizing the first-in, first-out (FIFO) method. Domestic manufactured
inventories,  which represent approximately 16% of the consolidated  inventories
as of  December  31,  1998 and 15% at 1997,  are  stated at the lower of cost or
market,  with cost  determined by the last-in,  first-out  (LIFO) method.  As of
December  31, 1998 and 1997,  the excess of current  replacement  cost over LIFO
cost of  inventories  was not  significant.  During 1998,  the Company  recorded
non-recurring   charges  of  $2.8  million  for  certain  inventory  write-downs
associated with the Company's restructuring and reorganization plan.

    Property, Plant and Equipment:
    Property,  plant and equipment is recorded primarily at cost. In conjunction
with the Reorganization (See Note 2), property, plant and equipment was restated
to reflect  fair value  excluding  the  ownership  percentage  retained  by RPI.
Depreciation  is provided  for  principally  on a  straight-line  basis over the
estimated useful lives of the assets, which range from 3 to 20 years.  Leasehold
improvements  are  amortized  over the lesser of the lease term or the estimated
useful  lives  of  the   improvements.   During  1998,   the  Company   recorded
non-recurring  charges of $3.5 million for write-downs on certain  equipment and
tooling associated with the restructuring and reorganization.

                                       F-7

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


    Intangibles:
    Patents are being  amortized on a  straight-line  basis over a period of ten
years.  All other  intangibles  are amortized on a  straight-line  basis over 40
years.  Costs associated with obtaining  financing  arrangements are included in
other assets and are being amortized over the term of the related borrowings.

    Long Lived Assets:
    Impaired  losses  are  recorded  on long lived  assets  when  indicators  of
impairment  are present and the  anticipated  undiscounted  operating  cash flow
generated by those assets are less than the assets' carrying value.

    Research and Development:
    Research and  development  costs related to both present and future products
are  expensed as  incurred.  Such costs  totaled $3.1 million for the year ended
December 31,  1998;  $2.8  million for the year ended  December  31, 1997;  $1.3
million for the  thirty-one  weeks ended December 31, 1996; and $0.8 million for
the twenty-one weeks ended May 23, 1996.

    Income Taxes:
    Federal income taxes on net earnings of the Company are payable  directly by
the partners.  In jurisdictions  where  partnership  status is not recognized or
foreign  corporate  subsidiaries  exist,  the Company  provides for income taxes
currently payable as well as for those deferred because of temporary differences
between the financial and tax basis of assets and liabilities.

    Hedging Activity:
    Effective  July 1, 1998,  the Company  adopted SFAS No. 133,  Accounting for
Derivative Instruments and Hedging Activities. SFAS No. 133 requires the Company
to  recognize  all  derivatives  at fair value.  Depending  on the nature of the
underlying  exposure being hedged,  changes in the fair value of derivatives are
recognized either in the statement of operations or other  comprehensive  income
(OCI). The ineffective  portion of the change in fair value of the derivative is
recognized in earnings.

    In accordance with the Company's  foreign  exchange risk management  policy,
the Company's foreign  subsidiaries hedge the forecasted  purchases of inventory
denominated in currencies  different then the subsidiary's  functional currency.
The derivative  contracts  related to these hedges primarily  consist of forward
foreign  exchange  contracts,  which are  designated as cash flow hedges.  These
forward  contracts  generally have maturities not exceeding 12 months.  For cash
flow hedges, the fair value changes of the derivative instruments related to the
effective  portion of the hedges are initially  recorded as a component of other
comprehensive income. Unrealized gains and losses on cash flow hedges accumulate
in OCI and are  reclassified  into earnings in the periods in which earnings are
impacted by the variability of the cash flows of the hedged item. For forecasted
purchases of inventory,  amounts are  reclassified  when the hedged inventory is
reflected in cost of goods sold.  As of December  31,  1998,  other than forward
foreign exchange  contracts,  the Company was not party to any other derivatives
as defined by SFAS No. 133.

    At December 31, 1998,  the Company had  unrealized  losses of $176 thousand,
net of tax,  classified in OCI for its outstanding  hedge  contracts  related to
forecasted inventory purchases. A significant portion of this amount is expected
to be  reclassified to cost of goods sold in the first six months of 1999. As of
December 31, 1998, the losses  classified in other income  (expense)  related to
the  ineffective  portion of the  Company's  outstanding  hedge  contracts  were
immaterial.  The  cumulative  effect of a change in accounting  principle due to
adoption of SFAS No. 133 as of July 1, 1998 had an immaterial impact on earnings
and a $105  thousand  impact to OCI.  Reclassifications  from OCI during the six
month  period  ended  December  31,  1998  (since  the  adoption  date) were not
significant.

    Prior to the adoption of SFAS No. 133, the Company accounted for its forward
foreign  exchange  contracts  at mark to market  through  earnings,  unless  the
contracts were effectively hedging firm commitments,  for which unrealized gains
and losses were deferred and recognized as an adjustment of the hedged item.

                                       F-8

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


    Translation of Foreign Currencies:
    Assets and liabilities of the Company's foreign  subsidiaries are translated
at the  exchange  rate in  effect  at each  balance  sheet  date.  Statement  of
operations  accounts are translated at the average exchange rate for the period.
Translation  adjustments  arising from the use of differing  exchange rates from
period to period are included in the cumulative  translation  adjustment account
in members' deficit or total partners'  capital.  Foreign  currency  transaction
gains and losses, including gains and losses on forward contracts are recognized
in earnings and totaled  $(0.7) million for both of the years ended December 31,
1998 and 1997;  $(0.7) million for the thirty-one  weeks ended December 31, 1996
and $(0.1) million for the twenty-one weeks ended May 23, 1996.

      Reclassifications:
    Certain  prior year  amounts  have been  reclassified  to  conform  with the
current year presentation.

2.  Reorganization

    RPC was a  general  partnership,  jointly  owned and  controlled  by RPI and
Remsen  Partners  ("Remsen").  As a result  of the  Reorganization  of RPC,  the
following  transactions  occurred:  (i) RPC made cash payments to Remsen and RPI
totalling  $135.4 million (less the amount of certain  excluded  obligations and
net of a working capital adjustment), (ii) the Vestar Members purchased Remsen's
interest  in RPC for $33.4  million  in cash;  (iii)  certain  members of senior
management of RPC (the  "Management  Investors")  acquired an equity interest in
the Company,  for $1.12 million  (including a cash purchase of $0.86 million and
assuming exercise of certain management options with an aggregate exercise price
of $0.26 million), (iv) RPI retained an equity investment in the Company with an
implied value of $35.4 million, and (v) RPC merged with and into the Company. In
addition, $41.3 million of existing indebtedness of RPC was refinanced.

    The  Reorganization  has  been  accounted  for  as  a  purchase  transaction
effective as of the Closing Date, in accordance with Accounting Principles Board
Opinion  No.  16,  Business  Combinations,  and EITF Issue No.  88-16,  Basis in
Leveraged  Buyout   Transactions,   and  accordingly,   consolidated   financial
statements  for periods  subsequent  to the Closing  Date  reflect the  purchase
price,  including transaction costs, allocated to tangible and intangible assets
acquired and liabilities assumed, based on their estimated fair values as of the
Closing Date. The valuation of assets and liabilities acquired reflect carryover
basis for the percentage ownership retained by RPI.

    The Reorganization reflected the following adjustments (in thousands):
<TABLE>
<S>                                                                                           <C>    

Cash payments and distributions (1)                                                           $ 139,750
Implied fair value of equity interests issued to RPI (2)                                         35,440
                                                                                              ---------
    Total consideration and direct acquisition costs                                            175,190
Less RPC's historical cost of net assets acquired (3)                                           (71,246)
                                                                                              ---------
Excess of consideration paid over RPC's historical cost                                         103,944
Less excess of fair value over predecessor basis (4)                                            (73,921)
                                                                                              ---------
                                                                                                 30,023
Debt issuance costs                                                                               9,075
                                                                                              ---------
    Net adjustment                                                                            $  39,098
                                                                                              =========

Allocation of net adjustment (5):
    Inventories                                                                                    (865)
    Prepaid and other current assets                                                             (1,752)
    Property, plant and equipment, net                                                           (1,554)
    Goodwill                                                                                     11,387
    Tradenames                                                                                   26,534
    Patents                                                                                       4,670
    Other assets (6)                                                                              8,463
    Accrued liabilities                                                                          (7,785)
                                                                                              ---------
                                                                                              $  39,098 
                                                                                              ========= 
</TABLE>

                                       F-9

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


(1)  Consists of cash  payments to Remsen and RPI of $90,351 and $45,049 (net of
     the final working capital adjustment),  respectively, which were reduced by
     $13,708 for certain excluded obligations,  and $4,350 of direct acquisition
     costs.

(2)  The fair value of equity  interests  issued to RPI  consists  of  Preferred
     Equity with a  liquidation  preference  of $32,000 and Common  Units with a
     fair value of  $3,400,  based on the cash paid by the  Vestar  members  and
     certain Management  Investors for their respective equity interests.  RPI's
     predecessor basis in RPC was $8,208.

(3)  Represents  historical  total partners'  capital of RPC adjusted to reflect
     $13,708 for certain excluded obligations.

(4)  Represents adjustments to decrease the fair value of the interests retained
     by RPI and certain Management Investors to reflect their carryover basis.

(5)  Represents the adjustments  required to record the allocation of the excess
     of the  consideration  paid over RPC's  historical  basis in the net assets
     acquired,  adjusted to reflect their carryover  basis.  The acquired assets
     are recorded 53.07% at fair value (for the common equity interest  acquired
     by the Vestar members and certain of the  Management  Investors) and 46.93%
     at carryover  basis (for the residual common equity  interests  retained by
     RPI and certain of the Management Investors).

(6)  Represents  debt  issuance  costs  of  $9,075  net of a $612  write-off  of
     deferred financing costs related to existing debt being repaid.


3.   Inventories

      Inventories  were  comprised of the  following as of December 31, 1998 and
      1997 (in thousands):

<TABLE>

                                                                                  1998               1997    
                                                                                -------             -------
                     <S>                                                        <C>                 <C>    

                     Finished goods                                             $46,454             $55,099
                     Work in process and raw materials                            3,709               5,408
                                                                                -------             -------
                                                                                $50,163             $60,507
                                                                                =======             =======
</TABLE>

4.   Property, Plant and Equipment

      Property,  plant and equipment as of December 31, 1998 and 1997  consisted
      of (in thousands):

<TABLE>

                                                                                  1998                1997    
                                                                                -------            --------
                     <S>                                                        <C>                <C>    

                     Land and buildings                                         $ 2,517            $   2,459
                     Leasehold improvements                                       4,058                3,308
                     Machinery, equipment and tooling                             8,234                9,237
                     Furniture, fixtures and other                                4,523                4,769
                                                                                --------           ---------- 

                                                                                 19,332               19,773
                     Less accumulated depreciation                               (6,197)              (3,740)
                                                                                --------           ----------
                                                                                $13,135            $  16,033
                                                                                ========           ==========

</TABLE>

                                      F-10

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)




5.  Intangibles

     Intangibles   were   comprised  of  the  following   (net  of   accumulated
amortization  of $5,074 and $3,129  thousand)  as of December 31, 1998 and 1997,
respectively (in thousands):

<TABLE>

                                                                             1998                  1997    
                                                                            -------             ---------
                     <S>                                                    <C>                 <C>    


                     Goodwill                                               $30,309             $  31,142
                     Tradenames                                              24,809                25,473
                     Patents                                                  3,455                 3,923
                                                                           --------             ---------
                                                                           $ 58,573             $  60,538
                                                                           ========             =========
</TABLE>

6.  Accrued Liabilities

      Accrued  liabilities  were  comprised of the  following as of December 31,
1998 and 1997 (in thousands):

<TABLE>
                                                                             1998                1997    
                                                                           --------            ---------  
                    <S>                                                    <C>                 <C>    

                    Advertising and promotion expenses                     $  7,229            $   7,953
                    Compensation and benefits                                 4,900                4,182
                    Income and other taxes payable                            2,377                3,790
                    Interest                                                  2,056                1,900
                    Restructure and reorganization                            2,196                   -
                    Other                                                     6,222               10,230
                                                                           ---------           ---------
                                                                           $ 24,980            $  28,055
                                                                           =========           =========

</TABLE>

7.   Debt

      Long-term debt at December 31, 1998 and 1997 consisted of (in thousands):
<TABLE>


                                                                             1998                 1997   
                                                                           ---------           ---------
                  <S>                                                      <C>                 <C>    

                  Senior Subordinated Notes                                $ 130,000           $ 130,000
                  Revolving Credit Facilities                                 43,895              40,523
                  Term Loans                                                   7,611               9,008
                  Capital Leases                                                 970                 409
                                                                           ----------          ----------  
                                                                             182,476             179,940
                  Less current portion                                        (1,842)             (1,417)
                                                                           ----------          ----------
                                                                           $ 180,634           $ 178,523
                                                                           ==========          ==========

</TABLE>

                                      F-11

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

     11% Senior Subordinated Notes:

     The  11%  Series  B  Senior   Subordinated  Notes  due  2006  (the  "Senior
Subordinated  Notes") are general  unsecured  obligations  of the Company  which
mature on May 15,  2006.  Interest  accrues  at the rate of 11% per annum and is
payable  semi-annually in arrears. The Senior Subordinated Notes are redeemable,
in whole or in part,  at the  option of the  Company at any time on or after May
15, 2001 at a redemption  price  ranging from 105.5% to 100.0% of the  principal
amount  then  outstanding  plus  accrued  and unpaid  interest,  depending  when
redeemed,  and any applicable damages. In addition, on or prior to May 15, 1999,
the Company  may redeem up to 35% in  aggregate  principal  amount of the Senior
Subordinated  Notes at a redemption price of 111.0% of the principal amount plus
accrued and unpaid interest and any applicable  damages with the net proceeds of
one or more offerings of capital stock subject to certain terms and conditions.

      Senior Credit Agreement:

     On the Closing  Date,  the Company  entered  into a credit  agreement  (the
"Senior  Credit  Agreement")  with a  syndicate  of  banks.  The  Senior  Credit
Agreement,  as amended,  provides for a term loan of $5.0 million to the Company
and $5.0  million to the  Company's  U.K.  subsidiary  (the "Term  Loans") and a
revolving  credit  facility of $50.0 million to the Company and $20.0 million to
the Company's U.K.  subsidiary (the "Revolving Credit  Facilities").  The Senior
Credit  Agreement  expires on June 30, 2002.  The initial  borrowings  under the
Senior  Credit  Agreement,  along with the  proceeds of the Senior  Subordinated
Notes, were used to repay the debt of the predecessor company.

     As of December 31, 1998, the Revolving  Credit  Facilities are subject to a
borrowing  base of 85% of  eligible  accounts  receivable  and  60% of  eligible
inventory for the applicable  borrower.  In addition,  the borrowing base can be
increased as needed by $10 million over the  applicable  percentage  of eligible
receivables and inventories, (still limited to the $70 million total facilities)
through June 30, 1999. As of December 31, 1998, availability under the Revolving
Credit  Facilities was  approximately  $9.5 million.  The  availability has been
reduced by  approximately  $1.3 million in  short-term  commercial  and stand-by
letters of credit  outstanding as of December 31, 1998. The Term Loans under the
Senior  Credit  Agreement  are  payable  in  quarterly  installments.  Aggregate
scheduled  installments  over the next four years  ending  December 31, 2002 are
$1.7,  $1.8,  $3.1 and $1.0 million,  respectively.  The  obligations  under the
Senior  Credit  Agreement  are  guaranteed  by  each of the  Company's  domestic
subsidiaries and secured by their assets and properties and pledge of the common
equity interests.

     At the  Company's  option as of December 31, 1998,  the interest  rates per
annum  applicable to the loans under the Senior Credit  Agreement  will be based
upon (a) in the case of the Company,  a Eurodollar  rate ("LIBOR") plus 2.25% or
the greater of (i) the prime rate plus 1.0% and (ii) the federal funds rate plus
1.5%  and  (b) in  the  case  of  loans  to the  Company's  U.K.  subsidiary,  a
EuroSterling Rate (the "EuroSterling Rate") plus 2.25% or the Sterling Base Rate
plus 1.0%;  provided,  however,  the interest  rates are subject to reduction if
certain requirements of financial performance are met. In addition, the interest
rate on borrowings  under the Revolving  Credit  Facilities will be increased by
one quarter  percent during any period that any of the additional $10 million in
borrowing base is utilized.  Interest is payable quarterly in arrears, including
a commitment  fee of 0.5% on the average  daily unused  portion of the Revolving
Credit Facilities.

     Debt Covenants:

     The Senior Credit Agreement  requires the Company to meet certain financial
tests,  the more  restrictive  of which require the Company to maintain  certain
interest coverage and leverage ratios, as defined.  The Senior Subordinated Note
indenture  and the Senior  Credit  Agreement  also contain a number of operating
covenants  which limit the  discretion  of  Management  with  respect to certain
business  matters,  including  the amount and terms  under which the Company can
obtain additional  financing in the future. In addition,  these agreements limit
the amount of dividends that the Company is permitted to pay. As of December 31,
1998, the Company was in compliance with its debt covenants.


                                      F-12

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


     Subsequent  to December 31,  1998,  the Company  amended the Senior  Credit
Agreement to adjust the financial covenants prospectively based upon a review of
expected  future  operating  performance.  As a  result  of the  amendment,  the
Revolving  Credit  Facilities'  borrowing base can be increased as needed by $10
million over the applicable  percentage of eligible receivables and inventories,
(limited to total eligible  receivables and  inventories)  through  November 30,
1999 and then reduced to $5 million for the period December 1, 1999 through June
30,  2000.  In  addition,  the  interest  rate on loans under the Senior  Credit
Agreement were increased by one half of one percent.

     Short Term Borrowings:

     Short Term Borrowings consist of local revolving credit lines at certain of
the Company's  foreign  subsidiaries.  These  facilities are  collateralized  by
assets of the  subsidiaries  or are  guaranteed  by the  Company.  The  weighted
average interest rate under these facilities was approximately  5.7% in 1998 and
5.9% in 1997.


8.   Membership Equity

      The Vestar Members and RPI  (collectively the "Members") have entered into
an  Amended  and  Restated  Limited   Liability   Company  Agreement  (the  "LLC
Agreement").  The Company was organized as a limited  liability  company because
such an entity would (i) shield the Members from  unlimited  liability  and (ii)
qualify as a pass-through entity for tax purposes. The LLC Agreement will govern
the relative rights and duties of the Members.

     The ownership  interests of the Members in the Company consist of preferred
members' equity (the "Preferred  Equity") and common units (the "Common Units").
The Common  Units  represent  the common  equity of the Company.  The  Preferred
Equity  is  entitled  to a  preferred  dividend  of 12%  per  annum,  compounded
quarterly, and to an aggregate liquidation preference of $62 million (net of any
prior  repayments  of Preferred  Equity)  plus any accrued but unpaid  preferred
dividends.  As of  December  31,  1998 the  aggregate  unpaid  Preferred  Equity
dividend amounted to $22.3 million.

      As a result of the  Reorganization,  on the Closing Date,  RPI had a $35.4
million equity  interest in the Company ($32.0 million in Preferred  Equity) and
the Vestar  Members had a $33.4 million  equity  interest in the Company  ($30.0
million in Preferred  Equity).  As of December 31, 1998,  the  Company's  Common
Units  were owned 50% by the  Vestar  Members  and 50% by RPI.  Vestar  Corp.  I
controls the Management Committee and the affairs and policies of the Company.

    In January 1998, the Company  repurchased the remaining  outstanding  common
units owned by the Management  Investors and cancelled all  outstanding  related
options and adopted a new Phantom Equity  Program.  Under this program a maximum
of 21%  of the  value  of  the  Company's  Common  Units  and  Preferred  Equity
(together,  the  "Equity")  can be awarded to  selected  officers  and other key
employees of the Company . The Phantom Equity Program is comprised of time based
(consisting  of 12 1/2% of the  Equity),  performance  based (6 1/2%)  and super
performance  (2%) based  awards.  All awards grant to the  recipient a specified
percentage of the Equity (the "applicable percentage").

     A time based award vests in five equal annual  installments,  upon the sale
of the  Company  or upon an  initial  public  offering  of the  Company's  stock
("IPO"),  whichever comes first.  The performance  and super  performance  based
awards are similar to the time based awards except that performance  based award
vests in stages as the Company achieves specified  performance targets while the
super  performance  based award vests entirely upon the  achievement of a single
target.  Payment of the  performance  based  awards  does not occur until and is
dependent  upon the  achievement  of both a  performance  criteria  and an event
criteria.  The event criteria is a Company sale or when Vestar's ownership falls
below 10% of the Common  Units.  The  performance  criteria for the  performance
based award vests in segments  as the  Company  achieves  specified  performance
targets  while there is only one target for the super  performance  based award.
Any  performance or super  performance  based award which is not fully vested by
December 31, 2002 is automatically terminated.


                                      F-13

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


    The Phantom Equity Program and all awards are subject to readjustment in the
event  of a  reorganization  of  the  Company  required  in  connection  with  a
refinancing,  and the applicable percentages are subject to readjustment to take
into consideration new issuances of Equity.


9.   Restructure and Reorganization Charge

    In the second quarter of 1998,  the Company  announced a plan to restructure
its Connecticut  shaver assembly and warehousing  operations  ("the Plan").  The
Plan  consisted of  relocating  the shaver  assembly  operations  to an existing
Remington partner-vendor located in Asia and relocating the warehousing function
to a third party  provider in  California.  The Plan  resulted in affecting  the
employment  of  approximately   235  employees  located  at  the  Company's  two
Connecticut  facilities,  the majority of which were factory  employees.  During
1998, the Company recorded total  non-recurring  charges of $9.6 million related
to  the  Plan,  of  which  $6.8  million  was  charged  to   restructuring   and
reorganization  and  $2.8  million  was  charged  to cost of  sales  related  to
inventory write-downs associated with the Plan.

    The Company substantially completed the relocation of the Connecticut shaver
assembly to Asia, and the relocation of the Connecticut  warehousing facility to
a third party in California in the fourth quarter of 1998. In December 1998, the
Company   terminated   substantially   all  of  the  affected   employees,   and
approximately  $0.5 million of severance  and other  benefit  costs were charged
against the restructuring reserve. The remaining amounts are expected to be paid
out in the first half of 1999. As of December 31, 1998,  the company  terminated
its lease obligations with respect to certain  equipment and machinery  utilized
in the  factory  and  warehouse,  however,  the  Company  must  continue  to pay
non-cancelable lease obligations for its Connecticut  warehouse facility through
the end of 1999. Total cash outlays for 1998 restructuring  activities were $1.1
million.

The following table  summarizes the major components and activity related to the
restructuring and reorganization through December 31, 1998 (in thousands):
<TABLE>


                                                                                                                   Balance
                                                                    1998              1998 Activity               December 31,
                                                                 Provision      ---------------------------          1998      
                                                                                    Cash            Non Cash
                                                                  --------      ----------       -----------      ------------
     <S>                                                          <C>           <C>              <C>              <C>    
     Severance and Benefit Costs                                  $ 1,997       $   (501)                -        $   1,496
     Lease Obligations                                                871           (171)                -              700
     Equipment and Tooling Write-Down                               3,534              -            (3,534)              -
     Other Related Costs                                              404           (404)                -               -
                                                                  -------       ---------         ---------       ---------
            Total Restructuring and Reorganization Charge           6,806         (1,076)           (3,534)           2,196
     Inventory Write-Downs                                          2,760            -              (2,760)              -
                                                                  -------       ---------         ---------       ---------
            Total                                                 $ 9,566       $ (1,076)          $(6,294)       $   2,196
                                                                  =======       =========         =========       =========
</TABLE>


10.   Income Taxes

     Federal income taxes on net earnings of the Company are payable directly by
the partners  pursuant to the Internal Revenue Code.  Accordingly,  no provision
has been made for Federal income taxes for the Company.  However,  certain state
and local jurisdictions do not recognize  partnership status for taxing purposes
and  require  taxes be paid on net  earnings.  Furthermore,  earnings of certain
foreign   operations   are  taxable  under  local   statutes.   Foreign   pretax
earnings/(losses)  were $(1,613),  $6,023,  $7,785 and $(2,433) thousand for the
years ended  December 31, 1998,  December 31, 1997,  the 31 weeks ended December
31, 1996 and the 21 weeks ended May 23, 1996, respectively.

                                      F-14

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


    The  provision  (benefit)  for income taxes  consists of the  following  (in
thousands):

<TABLE>

                                                           Year               Year                Year Ended December 31, 1996
                                                          Ended               Ended               ----------------------------  
                                                        December 31,        December 31,           31 Weeks          21 Weeks
                                                            1998               1997                Eended            Ended
                                                                                                  December 31        May 23    
                                                        ----------         ------------           -----------      -----------    
                                                                                                                   (Predecessor)
<S>                                                     <C>                <C>                    <C>              <C>          

Current:
   State and local                                      $      79          $      15              $     5          $     -
   Foreign                                                    329              2,254                1,762              (312)
Deferred:
   Foreign                                                   (26)               (44)                1,251              (561)
                                                       ----------          ---------              -------          ---------
        Total                                          $      382          $   2,225              $ 3,018          $   (873)
                                                       ==========          =========              =======          =========
</TABLE>

Reconciliation of income taxes computed at the U.S. Federal statutory income tax
rate to the income taxes as reported.

<TABLE>
<S>                                                    <C>                 <C>                    <C>              <C>    
Income taxes computed at statutory U.S. Federal
       income tax rate                                 $   (5,234)          $ (1,994)              $  (54)          $(6,672)
Partnership status for U.S. federal income tax
      purposes                                              4,670              4,102                2,779             5,821
State and local income taxes                                   79                 15                    5                -
Adjustment for foreign income tax rates                       867                102                  288               (22)
                                                       ----------          ---------              -------          ---------
Income taxes as reported                               $      382          $   2,225              $ 3,018          $   (873)
                                                       ==========          =========              =======          =========
</TABLE>

     The components of the Company's deferred tax assets included on the balance
sheet at December 31 are as follows (in thousands):


<TABLE>
                                                            1998              1997                1996
                                                           -------          -------              -------
<S>                                                        <C>              <C>                  <C> 
Depreciation and other                                     $  171           $   145              $   101
Foreign tax loss carryforwards                              1,853             1,012                  396
                                                           ------           -------               ------
Total                                                       2,024             1,157                  497
     Less valuation allowance                              (1,853)           (1,012)                (396)
                                                           ------           -------               ------
Total deferred tax assets, net                             $  171           $   145               $  101
                                                           ======           =======               ======
</TABLE>

     The valuation  allowance relates to foreign tax loss  carryforwards,  which
have  been  fully  resinded  due to  the  uncertain  nature  of  their  ultimate
realization based upon past performance.  Approximately $0.4 million of the $4.1
million in foreign tax loss  carryforwards  expire  betweeen  2003 through 2005,
while the remaining $3.7 million has no expiration date.

                                      F-15

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)





11.  Commitments and Contingencies

     The  Company  is liable  under the  terms of  noncancelable  leases of real
estate and equipment for minimum annual rent payments as follows (in thousands):
<TABLE>

                                                                                Operating            Capital
                                                                                  Leases   
                                                                                ---------            -------
                               <S>                                              <C>                  <C>   

                               1999                                             $   7,985            $  444
                               2000                                                 6,987               374
                               2001                                                 6,330               190
                               2002                                                 1,335               148
                               2003                                                   809                66
                               2004 and thereafter                                    575                 -
                                                                                ---------            -------
                               Total minimum lease payments                     $  24,021             1,222   
                                                                                =========            
                               Less: Amount representing interest                                      (252)
                                                                                                                
                               Present value of minimum lease payments                               $  970
                                                                                                     =======
</TABLE>

      Rent expense was $7,077,  $6,014, $3,760 and $2,095 thousand for the years
ended December 31, 1998,  December 31, 1997, the thirty-one weeks ended December
31, 1996 and the twenty-one weeks ended May 23, 1996, respectively.

The  majority  of the  leases  contain  escalation  clauses  which  provide  for
increases  in base  rentals to recover  future  increases  in certain  operating
costs.  The future minimum rental payments shown above include base rentals with
known  escalations.  Lease  agreements may include  renewal  options and usually
require that the Company pay for  utilities,  taxes,  insurance and  maintenance
expenses.

     The Company is involved in legal and administrative  proceedings and claims
of various  types.  While any  litigation  contains  an element of  uncertainty,
management  believes that the outcome of each such  proceeding or claim which is
pending  or known to be  threatened,  or all of them  combined,  will not have a
material  adverse  effect on the Company's  consolidated  financial  position or
results of operations.


12.  Employee Savings Plan

     UK Pension Plan.  The Company's UK subsidiary  has a  contributory  defined
benefit  pension  plan which  covers  substantially  all of the UK  subsidiary's
employees.  Pension  benefits are based upon length of service and  compensation
under a final compensation averaging formula. The Company's funding policy is to
make contributions consistent with statutory requirements. The plan's assets are
primarily invested in equity instruments.

                                      F-16

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


Information  regarding  the  Company's  pension plan as of December 31, 1998 and
1997 are as follows (in thousands):
<TABLE>



                                                                                Year Ended December 31, 
                                                                                ------------------------
Change in Benefit Obligation:                                                    1998               1997
                                                                                ------              ------
<S>                                                                             <C>                 <C>    
Benefit obligation at beginning of year                                         $6,222              $4,788
  Service cost                                                                     513                 464
  Interest cost                                                                    461                 410
  Amendments                                                                       259               1,444
  Actuarial loss (gain)                                                           (387)               (585)
  Benefits paid                                                                   (204)               (195)
  Currency exchange rate effects                                                    38                (104)
                                                                                -------             -------    
  Benefit obligations at end of year                                             6,902               6,222
                                                                                -------             -------


Change in Plan Assets:                                                          
                                                                                
  Fair value of plan assets at beginning of year                                $5,996              $5,369
  Actual return on plan assets                                                     697                 580  
  Employer contributions                                                           287                 272  
  Participant contributions                                                         96                  92  
  Benefits paid                                                                   (204)               (195)
  Currency exchange rate effects                                                    37                (122) 
                                                                                --------            -------
  Fair value of plan assets at end of year                                       6,909               5,996
                                                                                --------            -------

Funded Status                                                                         7               (226)
Unrecognized net actuarial (gain) loss                                               75               (323)
   Prepaid (accrued) benefit cost                                               $    82             $   97
                                                                                ========            =======

   Amounts recognized in the balance sheet are comprised of:
the prepaid benefit costs as noted above. 


Weighted average assumptions:
   Discounted rate                                                                  6.0%               7.5%
   Expected return on plan assets                                                   7.0%               8.0%
   Rate of compensation increase                                                    3.5%               6.0%
   Health care cost trend rate, current year                                         -                  -
</TABLE>

<TABLE>


                                                                                     Year Ended December 31,
                                                                                -----------------------------
                                                                                  1998         1997      1996
                                                                                -------       ------   -------
<S>                                                                             <C>           <C>      <C>    
Components of Net Periodic Benefit Cost:
   Service cost                                                                 $  359        $  387   $  477 
   Interest cost                                                                   461           410      543 
   Expected return on plan assets                                                 (529)         (526)    (632)       
                                                                                -------       -------  ------       
Net periodic benefit cost                                                       $  291        $  271   $  388    
                                                                                =======       =======  ======

</TABLE>

                                      F-17

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

    Employee  Savings  Plan.  The Company has a savings  accumulation  plan (the
"Plan") under Section 401(k) of the Internal Revenue Code covering substantially
all regular  employees.  The Plan is subject to the  provisions of ERISA and has
been updated for subsequent  amendments.  The Plan allows for employees to defer
up to the lesser of 15% of their  annual  earnings  or within  limitations  on a
pre-tax basis through voluntary contributions to the plan. The Plan provides for
contributions in an amount equal to 40% of their employees'  contributions up to
a maximum of 5% of their total salary. The Company's matching contributions were
$267, $237, $94 and $52 thousand for the years ended December 31, 1998, December
31, 1997, the thirty-one  weeks ended December 31, 1996 and the twenty-one weeks
ended May 23, 1996, respectively.


13.  Financial Instruments, Credit Risk and Other

      Fair Value of Financial Instruments:

      The carrying amounts for cash and cash equivalents,  accounts  receivable,
short-term borrowings, accounts payable and accrued liabilities approximate fair
value due to the short maturities of these instruments.  The fair value and book
value at December 31, 1998 of long-term fixed rate debt was approximately  $97.5
million  and  $130.0  million,  respectively.  The fair  value and book value at
December 31, 1997 of long-term fixed rate debt was approximately  $109.0 million
and $130.0, respectively.

      Concentration of Credit Risk:

      Financial   instruments,   which   potentially   subject  the  Company  to
concentration  of  credit  risk,  consist   principally  of  cash  and  accounts
receivable.  The Company places its cash with high credit quality  institutions.
At times  such  amounts  may be in excess of the FDIC  insurance  limits.  As of
December  31,  1998,  the Company had an  uncollateralized  receivable  with one
mass-merchant  retailer which  represented  approximately  18 % of the Company's
accounts  receivable  balance.  During  calendar  1998,  sales to this  customer
represented  approximately  19% of the Company's net sales. The Company performs
ongoing credit  evaluations of its customers'  financial  condition but does not
require collateral to support customer  receivables.  The Company establishes an
allowance for doubtful  accounts based upon factors  surrounding the credit risk
of specific customers, historical trends and other information.

    Foreign Currency Exposure Management:

    The Company is exposed to foreign currency risk primarily to the extent that
its foreign  subsidiaries  purchase  inventory in U.S. dollars.  The Company has
entered  into  foreign  currency  forward  contracts  to mitigate  the effect of
fluctuating   foreign   currencies.   The  Company  uses  derivative   financial
instruments  only  for  risk  management  purposes  and  does  not use  them for
speculation or trading.

     At December 31, 1998,  forward contracts to sell  approximately 4.4 million
UK Pounds Sterling,  6.3 million Australian dollars and 0.6 million German marks
were  outstanding,  all of which mature in 1999.  At December 31, 1997,  forward
contracts to sell 15.3 million UK Pounds  Sterling were  outstanding and matured
at various dates through 1998. The accounting for hedges is discussed separately
under Hedging Activity within Footnote 1.

     Other:

     The Company's  finished goods are  manufactured  for the Company by certain
third-party suppliers located in China, Japan and Austria.  Although the Company
considers its present relationships with these suppliers to be good, any adverse
change in the  relationships  with these suppliers,  the financial  condition of
such  suppliers,  the  Company's  ability to import  outsourced  products or the
suppliers'  ability to manufacture and deliver  outsourced  products on a timely
basis would have a material  adverse  effect on the Company.  


                                      F-18

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

14.  Related Party Transactions

      Pursuant to a management  agreement (the "Management  Agreement")  entered
into by the Company as of the Closing Date,  Vestar  Capital  Partners  ("Vestar
Capital"),  an affiliate of the Vestar Members,  will receive an annual advisory
fee equal to the greater of $500 thousand and 1.5% of EBITDA (as defined in such
agreement) of the Company on a  consolidated  basis for  rendering  advisory and
consulting  services in  relation  to  strategic  financial  planning  and other
affairs  of the  Company.  Vestar  Capital  will  also  be paid  reasonable  and
customary investment banking fees in connection with an initial public offering,
sale of the Company and other financing. In addition,  Vestar Capital received a
fee in the amount of $2.0  million  from the  Company on the Closing  Date.  The
Management  Agreement  will be in  effect  until the  tenth  anniversary  of the
Closing  Date,  provided that the  Management  Agreement  will  terminate on the
earlier to occur of: (i) a qualified public offering or (ii) the first date that
an affiliate of Vestar Capital owns less than 25% of the number of the Company's
Common Units owned by Vestar Capital on the Closing Date,  and provided  further
that Vestar Capital may terminate the Management Agreement at any time.

      Pursuant  to  a  consulting  and  transitional   services  agreement  (the
"Consulting  Agreement") entered into by the Company as of the closing Date, RPI
will receive an aggregate annual fee equal to the sum of (i) the greater of $500
thousand  or 1.5% of EBITDA (as defined in such  agreement)  of the Company on a
consolidated  basis  and  (ii)  $250  thousand  in  1996,  1997  and 1998 if the
Company's net revenues or EBITDA (as defined in such  agreement)  exceed certain
targets in such  years,  for  rendering  advisory  and  consulting  services  in
relation to strategic  financial panning,  product development and evaluation of
mergers,  acquisitions  and  divestitures.  The Consulting  Agreement will be in
effect  until the tenth  anniversary  of the  Closing  Date,  provided  that the
Consulting  Agreement will terminate on the earlier to occur of: (i) a qualified
public offering or (ii) the first date that RPI owns less than 25% of the number
of the  Company's  Common Units owned by RPI on the Closing  Date,  and provided
further that Vestar Capital may terminate the  Consulting  Agreement at any time
(but only to the extent that Vestar Capital also terminates  similar  provisions
of the Management Agreement).

      The Company utilized  consultants from an entity  controlled by a director
of the Company for a limited  duration project during 1996. The Company recorded
fees to the  consultants  of $323  thousand  for  this  project  which  has been
completed.

  RPC  utilized  various  consultants  (principally  in its computer and service
store  operations) from an entity  controlled by one of RPC's partners.  RPC was
billed based upon a  prearranged  hourly amount and was charged $37 thousand for
related services during the twenty-one weeks ended May 23, 1996.

   RPC acquired certain products for resale in its service stores from companies
owned by each of RPC's partners.  Such purchases  aggregated  approximately  $80
thousand during the twenty-one weeks ended May 23, 1996.


15.  Business Segment and Geographical Information

     The Company adopted  Statement of Financial  Accounting  Standards No. 131,
"Disclosures  About Segments of an Enterprise and Related  Information",  during
the fourth  quarter of 1998. The Statement  established  standards for reporting
information  about  operating  segments in annual  financial  statements  and in
interim financial  reports.  Operating  segments are defined as components of an
enterprise  about which  separate  financial  information  is available  that is
evaluated on a regular basis by the Company's chief operating  decision maker in
deciding  how to allocate  resources to an  individual  segment and in assessing
performance of the segment.

    The Company's three operating  segments,  all of which  distribute men's and
women's personal care appliances, are comprised of 1) the United States segment,
which sells product through mass-merchant retailers,  department stores and drug
store  chains,  2) the U.S.  Service Store  segment,  comprised of more than 100
Company-owned and operated service stores and 3) the International segment which
sells product through an international network of subsidiaries and distributors.
The segment's  performance is evaluated based on segment operating profit, which
is defined as income before interest,  taxes,  depreciation and amortization and
any unusual charges.  All corporate related costs and assets, such as intangible
and deferred  financing  fees, are included in the United States segment and are
not allocated to the other segments'  operating profit or assets,  respectively.
Segment  net sales are  evaluated  excluding  intersegment  sales  which are not
material.


                                      F-19

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)



Information by segment and geographical location is as follows (in thousands):

<TABLE>


                                                                                               Year Ended December 31, 1996  
                                                                                           ----------------------------------      
                                                    Year                  Year                For The             For The
                                                   Ended                 Ended                31 Weeks            21 Weeks
                                                  December 31,          December 31,          Ending               Ending
                                                    1998                   1997            December 31. 1996       May 23,1996
                                                  ------------         --------------      -----------------     ------------
<S>                                               <C>                  <C>                 <C>                   <C>    
Net Sales:
    United States                                 $ 122,469            $   99,612          $    87,641           $    25,513
    U.S. Service Stores                              42,430                38,590               24,512                 9,234
    International                                   103,458               103,370               73,133                21,966
                                                  ---------            ----------          -----------           -----------
Total                                             $ 268,357            $  241,572          $   185,286           $    56,713
                                                  =========            ==========          ===========           ===========

Operating Profit:
    United States                                 $  10,200            $    6,269          $       732           $  (13,340)
    U.S. Service Stores                               3,613                 3,441                2,611                 (203)
    International                                     6,938                 9,203               11,544               (1,403)
    Depreciation and amortization                    (5,169)               (4,767)              (2,379)             ( 2,005)
    Restructuring and reorganization charge          (6,806)                  -                     -                    -
    Inventory write-down                             (2,760)                  -                     -                    -
                                                  ---------            ----------          -----------           ----------
Total                                             $   6,016            $   14,146          $    12,508           $  (16,951)
                                                  =========            ==========          ============          ===========



Segment Assets:
    United States                                 $ 116,985            $  118,164          $   133,008
    U.S. Service Stores                              11,390                11,165                9,787
    International                                    67,352                75,916               72,028
                                                 ----------            -----------         -----------

Total                                             $ 195,727            $  205,245          $   214,823
                                                  =========            ===========         ===========

Capital Expenditures:
    United States                                 $   1,734            $    2,856          $     1,170            $    1,070
    U.S. Service Stores                               1,167                 1,251                  867                    85
    International                                       978                   971                  362                   155
                                               ------------          -------------         -------------          ----------
Total                                            $    3,879            $    5,078         $      2,399            $    1,310
                                                 ==========            ===========         =============          ==========

</TABLE>


         Net sales in the United Kingdom represented  approximately 19%, 20% and
17% of the Company's  consolidated net sales during the years ended December 31,
1998, 1997 and 1996, respectively. No other country contributed more than 10% of
consolidated net sales.

         The Company's largest customer,  Wal-Mart,  accounted for approximately
19%, 15% and 16% of the Company's  consolidated net sales during the years ended
December 31, 1998,  1997 and 1996 and is serviced by both the United  States and
International  segments.  No other  customer  accounted for more than 10% of the
Company's net sales during the years ended December 31, 1998, 1997 and 1996.


                                      F-20

<PAGE>

                           REMINGTON PRODUCTS COMPANY


                  Schedule II--Valuation & Qualifying Accounts
                                 (in thousands)

<TABLE>

                                                                           Additions
                                                            Balance of     Charged to                         Balance at
                                                            Beginning      Costs and                             End
                                                            of Period      Expenses        Deductions          of Period
                                                            ----------     ----------      ----------         ----------
<S>                                                         <C>            <C>             <C>                <C>    
Successor

Year Ended December 31, 1998

Allowance for doubtful accounts                             $    734       $    2,242       $     227         $  2,749
Allowance for cash discounts and returns                       8,925           15,299          16,569            7,655

Year Ended December 31, 1997

Allowance for doubtful accounts                                1,340              188             794              734
Allowance for cash discounts and returns                       9,419           16,007          16,501            8,925
31 Weeks Ended December 31, 1996
Allowance for doubtful accounts                                2,487              341           1,488            1,340
Allowance for cash discounts and returns                       3,937           14,123           8,641            9,419
Predecessor
21 Weeks Ended May 23, 1996
Allowance for doubtful accounts                                1,366            1,441             320            2,487
Allowance for cash discounts and returns                       7,852            4,331           8,246            3,937
</TABLE>


                                       S-1