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, 1999.

                                       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  electrical  personal  care  appliances.  The
Company designs and  distributes  electric  shavers,  personal care and wellness
appliances,  electrical  grooming products,  and other small electrical 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  Amended and Restated Limited  Liability  Company  Agreement
(the "LLC  Agreement").  The Company was formed by Vestar  Shaver Corp.  and RPI
Corp.  ("RPI") to acquire the operations of Remington  Products  Company and its
subsidiaries  in May of 1996.  Vestar  Razor Corp.  was formed in May of 1996 to
hold an interest in the  Company.  Vestar  Shaver  Corp.  and Vestar Razor Corp.
(together,  the "Vestar  Members") are wholly owned by Vestar  Equity  Partners,
L.P.  ("Vestar"),  an institutional  equity capital fund and affiliate of Vestar
Capital Partners ("Vestar Capital").

Description of Business

     The Company  distributes  electrical  personal care appliances  through its
three  operating  segments which are comprised of 1) the North America  segment,
which sells product through mass-merchant retailers,  department stores and drug
store  chains  throughout  the United  States and Canada,  2) the  International
segment,  which sells product through an  international  network of subsidiaries
and  distributors,  and  3)  the  U.S.  Service  Stores  segment  consisting  of
Company-owned and operated service stores throughout the United States.

Products

     The Company's principal products consist of the following:

     Electric Shavers. The Company's primary men's electric shaver line consists
of the  MicroScreen(R)  line of single,  dual and triple  foil  shavers  and the
MicroFlex((TM))  line of rotary shavers.  In addition,  the Company also has the
Intercept(R)  line of premium shavers and certain  specialty shavers such as the
"Wet/Dry Sport" shaver.  The women's electric shaver category primarily includes
the women's Smooth & Silky(R)  wet/dry  shavers 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  37%, 39% and 36% of the  Company's  net sales for the years ended
December 31, 1999, 1998 and 1997, respectively.


<PAGE>


     Personal  Care  and  Wellness   Appliances.   Personal  care  and  wellness
appliances  primarily  consist of haircare  products and Remington's Spa Therapy
Collection(TM).  The hair care  products  consist of hair  dryers,  hairsetters,
curling  irons,  hot air brushes and lighted  mirrors.  The hair dryer  category
includes the Company's  Vortex(TM)  hair dryers with a patented  airflow system,
and a line of Pro Air(TM)  chrome  dryers.  The  Company's  hairsetter  products
include the Remington Express Set(R) hairsetter, the Smart Setter(R) hairsetter,
which  incorporates  proprietary  technologies of color change and wax core, and
the Style Setter(R).  The Spa Therapy Collection(TM)  includes paraffin wax hand
spas,  foot spas,  massaging  bath pillows,  facial  steamers and manicure kits.
Personal care and wellness  appliances  accounted for approximately 30%, 28% and
33% of the Company's net sales for the years ended  December 31, 1999,  1998 and
1997, respectively.

     Grooming  Products.  Grooming  products consist of the Precision (TM) line,
including beard and mustache trimmers,  nose hair and ear hair trimmers, and the
new  personal  groomers,  which offer a selection  of grooming  accessories.  In
addition, the Company sells a line of home haircut kits. Total grooming products
accounted for  approximately  11%, 10% and 9% of the Company's net sales for the
years ended December 31, 1999, 1998 and 1997, respectively.

     Other Products.  Remington  sells a variety of Remington and  non-Remington
brand electrical  personal care appliances through the Company's service stores,
and also distributes other small appliances such as vacuums.

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 118 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,  Rite Aid and Eckerd, and Remington's own
service stores. Throughout the United States, the Company's products are sold in
excess  of  10,000  retail  outlets.  In  addition,   the  Company  markets  and
distributes its products through  television  direct to consumer  retailing with
QVC and the Home Shopping  Network and internet  retailers such as drugstore.com
as well as the Company's own website, remington-products.com.

     On a worldwide basis, Wal-Mart accounted for approximately 19%, 19% and 15%
of the  Company's net sales during the years ended  December 31, 1999,  1998 and
1997,  respectively.  No  other  customer  accounted  for  more  than 10% of the
Company's net sales in the three year period ended December 31, 1999.

U.S. Service Stores

     As of  December  31,  1999,  the Company  owned and  operated a chain of 94
service stores in the United  States.  During 1999, the Company opened eight new
service stores and closed a total of 18


                                      -3-
<PAGE>


stores of which ten were shaver shops located within the California  based Fedco
chain which went out of business in August  1999.  The stores are in many of the
major  markets  with the  majority of the stores  located in shopping  malls and
outlet  malls.   The  stores  sell  and  service  a  variety  of  Remington  and
non-Remington shavers,  personal care 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 1999,
1998 and 1997 the Company's U.S. service stores segment generated  approximately
14%, 16% and 16%, respectively, of the Company's net sales.

Suppliers

     All of 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 Industrial Ltd.  ("Raymond"),  accounted for approximately
40% of the  Company's  overall  cost  of  sales  in  1999.  Remington  has had a
relationship  with these  suppliers for many years and management  considers its
present relationships to be good.

     During 1998, the Company ceased the assembly of foil shavers in Bridgeport,
Connecticut  and moved the  operation  to Raymond.  The shutdown of the assembly
operation  resulted in the  elimination  of  approximately  220 positions in the
Bridgeport facility.  Remington continues to manufacture foil cutting systems in
Bridgeport  using  proprietary  cutting  technology  and a series  of  specially
designed machines.

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 personal
care, grooming and wellness products.

     During 1999, 1998 and 1997,  research and  development  expenditures by the
Company amounted to approximately $4.0, $4.3 and $3.4 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  primarily  cover  electric  shavers,  cutting  and  trimming
mechanisms and personal care appliances. In addition, the Company maintains over
1,300 different  trademarks  around the world,  which are utilized in connection
with a variety of products.



                                      -4-
<PAGE>



     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 personal  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
provides 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  trademarks  owned  by  Remington  Licensing
Corporation  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 and will
continue to do so in the future.

Competition

     The  markets  for  all  of  its  product  lines  are  highly   competitive.
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, such as Philips Electronics,
N.V.  ("Philips"),  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  between the Company and Philips with respect to trademarks  and designs
registered by Philips outside the United States. See Item 3. Legal Proceedings.



                                      -5-
<PAGE>



Employees

     As of  March  1,  2000,  the  Company  employed  approximately  850  people
worldwide of which  approximately  125 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  in  Bridgeport,  Connecticut  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. The general remedial strategies have been selected
and those  strategies,  which require CTDEP  approval,  have been  submitted for
approval.  All other strategies do not require approval for  implementation.  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.

International Operations and Distribution

     Remington's  international segment generated approximately 36%, 36% and 39%
of the Company's net sales in 1999, 1998 and 1997,  respectively.  The Company's
international network of subsidiaries and distributors currently extends to over
85 countries  worldwide.  The Company  distributes  its products  through direct
sales forces located in the United  Kingdom,  Australia,  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.

     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 12 service stores in the United
Kingdom and 12 service stores in Australia.

     Additional  financial  information  relating to  Remington's  international
operations is set forth in Note 14 (Business Segment and Geographic Information)
of the "Notes to  Consolidated  Financial  Statements" of the Company  appearing
elsewhere herein.


                                      -6-
<PAGE>


ITEM 2. Properties

     The following  table sets forth  information as of March 1, 2000 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 118
service  stores,  of which 94 are in the  United  States,  12 are in the  United
Kingdom and 12 are in Australia.  Leases for service stores  generally extend up
to five years and typically include renewal options.  The majority of the leases
contain  escalation  clauses,  which  provide for  increases  to recover  future
increases in certain operating costs. Certain leases require additional payments
based on sales volume.

ITEM 3. Legal Proceedings

     On December 5, 1995, Philips filed suit in the High Court of Justice in the
United Kingdom against Remington in a suit captioned  Philips  Electronic NV and
Remington  Consumer  Products  Limited.  The suit  alleged  infringement  by the
Company in  connection  with the sale in the United  Kingdom of its RR 55 rotary
shaver of:  (a)  Philips  U.K.  Registered  Design  1,058,245  (the  "Registered
Design");  (b) Philips U.K. Registered  Trademark No. 1,254,208 (the "Registered
Trademark"); and (c) Philips "well-known" Trademark under Article 6 of the Paris
Convention. In the litigation,  Philips sought injunctive relief, delivery up or
destruction of the allegedly infringing  articles,  damages or lost profits, and
other  relief.  The  Company  counterclaimed  for  revocation  of  each  of  the
Registered Design and the Registered  Trademark.  On December 17, 1997, the High
Court held that: (a) the Registered Design was not infringed; (b) the Registered
Trademark was not infringed  and was invalid,  with the court  ordering that the
registration of the Registered  Trademark be revoked;  and (c) the  three-headed
shape of the Philips  shaver did not constitute a "famous mark" within the terms
of the Paris Convention.

     Philips  appealed  the  decision  of the High  Court  with  respect  to the
Trademark and "famous mark" issues to the Court of Appeal of the United Kingdom.
On May 5,  1999,  the Court of  Appeal,  in a  "provisional  view,"  upheld  the
decision of the High Court that there was no  infringement  by  Remington of the
Registered Trademark and that the Registered Trademark was invalid. The Court of
Appeal held that the issue  between the parties  raised  difficult  questions of
construction  of  the  Trademark   Directive  of  the  European  Community  (the
"Directive")  and referred seven questions  relating to the  construction of the
Directive to the European  Court of Justice for its opinion.  The opinion of the
European  Court of Justice is  expected  in the fourth  quarter of 2000 or early
2001.  This opinion will be forwarded to the Court of Appeal of the U.K.,  which
will in turn bring its  provisional  judgment of May 5, 1999 into line with that
opinion. The


                                      -7-
<PAGE>


Company has been advised by counsel that the European Court of Justice is likely
to follow the provisional view of the Court of Appeal,  however no assurance can
be given in this regard.

     On February 15, 2000,  Philips  commenced a second action against Remington
in the  High  Court  of  Justice  of the  United  Kingdom  in a suit  captioned)
Koninklijke Philips Electronics NV and Remington Consumer Products Limited.  The
second suit alleges that the Remington  Microflex R850 shaver infringes Philips'
U.K.  Registered  Trademark No.  1,533,452 in Class 8. Philips seeks  injunctive
relief,  delivery  up or  destruction  of  the  allegedly  infringing  articles,
damages,  and other  relief.  This second  case  differs  from the first  action
described  above only in that it involves a registered  trademark  which differs
from the Registered  Trademark at issue in the prior action in a very minor way.
The  Company  believes  that the  issues  are the same in both  actions  and the
outcome of the second action will ultimately be determined  based on the outcome
of the first action.  The Company intends to file an answer and  counterclaim in
the second action.

     On August 15, 1997, Philips filed suit in the Australian Federal Court, New
South Wales District Registry,  in a suit captioned Philips  Electronics N.V. et
al. and  Remington  Products  Australia  PTY Limited.  The suit alleged that, in
selling its RR 55 rotary shaver in Australia, the Company: (a) infringed Philips
trademark;   (b)  infringed  registered  designs  of  Philips;  (c)  engaged  in
misleading and deceptive  conduct;  and (d) committed the tort of "passing off."
The Company counterclaimed and sought a declaration from the Court that Philips'
pending  trademark  application was not registerable and an Order directing that
the pending trademark  application be removed from the appropriate  Register and
that  the two  registered  designs  in  issue be  removed  from the  appropriate
Register.  On June 18, 1999, the  Australian  Federal Court held that: (a) there
was no trademark infringement;  (b) there was no obvious or fraudulent imitation
of  either of  Philips  registered  designs;  (c)  there  was no  misleading  or
deceptive  conduct by  Remington;  and (d) Remington had not engaged in "passing
off." In response to Remington's cross-claim, the Court declined to declare that
the  Philips  pending  trademark  registration  was  invalid or to require  that
Philips registered design or pending trademark  registration be removed from the
appropriate Registers.

     Philips appealed all of the findings of the Australian Federal Court, which
appeal was heard on February 28 and 29, and March 1, 2000.  Judgment is expected
in the third quarter of 2000.

     The costs of pursuing the litigation in the U.K. and Australia are, in most
circumstances,  shared with Izumi,  the  Company's  supplier of rotary  shavers.
Izumi is also pursuing an action in Sweden  against  Philips over similar issues
to those being litigated in the U.K. and Australian actions.

     The Company has commenced  opposition  proceedings with respect to Philips'
efforts to register  the shape of the head  assembly of its  triple-head  rotary
shaver  in the  United  Kingdom  and  Ireland.  The  determination  of the  U.K.
opposition   proceeding  has  been  stayed  pending  the   finalization  of  the
provisional judgment of the U.K. Court of Appeal.

     If the  foregoing  litigations  in  the  U.K.,  Australia  and  Sweden  are
ultimately  determined  adversely  to the Company and Izumi,  respectively,  the
Company's ability to sell its rotary shaver products in those countries could be
limited or prohibited. In 1999, the Company's sales of rotary



                                      -8-
<PAGE>


shavers in the U.K. and Australia were not material.

     The Company is a party to other  lawsuits and  administrative  proceedings,
which arise in the ordinary  course of business.  Although the final  results of
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 and results of operations.

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

     No matters were submitted to a vote of securities holders during the fourth
quarter of 1999.

                                     PART II

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

(a) Market Information

     The  Company's  capital  structure  consists of common  units (the  "Common
Units"),  which  represent  the  common  equity of the  Company,  and  preferred
members' equity (the "Preferred Equity",  together,  the "Equity").  There is no
established public trading market for the Equity.

(b) Holders

     As of March 1, 2000, there were two beneficial owners of the Equity.

(c) Dividends

     No cash  distributions  have been paid with respect to the Equity since its
inception in May 1996. In addition,  the Company's  long-term debt arrangements,
which  are  discussed  in  Note  6  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):


                                      -9-
<PAGE>


<TABLE>
<CAPTION>
                                                                  Successor                                       Predecessor(1)
                                         -------------------------------------------------------------     -------------------------
                                            Year          Year               Year          31 Weeks        21 Weeks        Year
                                            Ended         Ended             Ended           Ended           Ended         Ended
                                         December 31,   December 31,      December 31,    December 31,      May 23,     December 31,
                                            1999          1998               1997            1996            1996          1995
                                         ------------   ------------      ------------    ------------      -------     ------------
<S>                                      <C>            <C>                <C>             <C>             <C>           <C>
Statement of Operations Data:
Net sales                                $ 318,766      $ 268,357          $ 241,572       $ 185,286       $  56,713     $ 255,323
Operating income (loss)                     29,120          6,016(2)          14,146          12,508         (16,951)       26,516
Interest expense                            21,723         20,499             19,318          12,164           2,228         7,604
Net income (loss) (4)                        6,035        (15,337)            (7,923)         (3,172)        (18,191)       17,240
Depreciation and amortization                5,555          5,169              4,767           2,379           2,005         4,938


Balance Sheet Data (at period end):
Working capital                          $  85,053      $  68,294          $  76,361       $  77,860             N/A     $  47,223
Total assets                               223,990        195,727            205,245         214,823             N/A       170,922
Total debt                                 195,841        187,668            181,240         171,631             N/A        56,990
Cumulative Preferred Dividend (3)           32,921         22,336             12,932           4,576
</TABLE>

----------
(1)  Represents financial data of RPC, the "predecessor"  company,  prior to May
     23, 1996.

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

(3)  Dividend payments are subject to restrictions by the terms of the Company's
     debt  agreements.  See  Note  6 of the  "Notes  to  Consolidated  Financial
     Statements."

(4)  Due to the fact that the Company is a limited liability company  ("L.L.C.")
     federal income taxes on net earnings of the Company are payable directly by
     the  members  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  L.L.C.  status for
     taxing purposes and require taxes to be paid on net earnings.  Furthermore,
     earnings of certain foreign operations are taxable under local statutes.

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 North American, U.S. service stores, and
International  operating segments, as well as the Company's consolidated results
of  operations  expressed  as a  percentage  of net sales  for the  years  ended
December 31, 1999,  1998 and 1997. The  discussion  should be read in connection
with the  Consolidated  Financial  Statements  and  accompanying  notes  thereto
appearing elsewhere herein.


                                      -10-
<PAGE>


<TABLE>
<CAPTION>
                                          1999                          1998                            1997
                                  --------------------        ------------------------         ---------------------
Net Sales:                           $             %            $                  %             $               %
                                  ------        ------        ------            ------         ------         ------
<S>                               <C>            <C>          <C>                <C>           <C>             <C>
    North America                 $158.3          49.7        $130.4              48.6         $107.8           44.6
    International                  116.1          36.4          95.6              35.6           95.2           39.4
    U.S. service stores             44.4          13.9          42.4              15.8           38.6           16.0
                                  ------        ------        ------            ------         ------         ------

                                   318.8         100.0         268.4             100.0          241.6          100.0

 Cost of sales                     176.3          55.3         159.2(1)           59.3          141.3           58.5
                                  ------        ------        ------            ------         ------         ------

 Gross profit                      142.5          44.7         109.2              40.7          100.3           41.5

 Selling, general and
   administrative                  111.4          34.9          94.4              35.2           84.3           34.9

 Restructuring and
   reorganization charge              --            --           6.8               2.5             --             --

 Intangible amortization             2.0           0.6           2.0               0.7            1.9            0.8
                                  ------        ------        ------            ------         ------         ------

 Operating income                   29.1           9.2           6.0               2.3           14.1            5.8

 Interest expense                   21.7           6.8          20.5               7.6           19.3            8.0
 Other expense                       0.2           0.1           0.4               0.2            0.5            0.2
                                  ------        ------        ------            ------         ------         ------
 Income (loss) before
   income taxes                      7.2           2.3         (14.9)             (5.5)          (5.7)          (2.4)

 Provision for income taxes          1.2           0.4           0.4               0.2            2.2            0.9
                                  ------        ------        ------            ------         ------         ------

Net income (loss)                 $  6.0           1.9%       $(15.3)             (5.7)%       $ (7.9)          (3.3)%
                                  ======        ======        ======            ======         ======         ======
</TABLE>

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

Year Ended December 31, 1999 Compared to the Year Ended December 31, 1998

     Net Sales.  Net sales for the year ended December 31, 1999 increased 19% to
$318.8 million  compared to $268.4 million for the year ended December 31, 1998.
Each operating  segment  experienced sales increases with sales growth occurring
throughout the major product  lines.  Increases in shavers and  accessories  was
largely due to the introduction of new products. The grooming category increased
due to new  product  introductions  in 1998 of the men's  Precision(TM)  line of
beard and mustache  trimmers as well as the introduction of the personal groomer
in 1999.  Personal care sales increased on the strength of new hair dryers,  and
sales of wellness products increased on new product  introductions,  such as the
paraffin wax hand spa.

     Net sales in North America were $158.3  million for the year ended December
31, 1999,  an increase of 21% over the prior year.  This  increase is due to the
introduction of new products in the United States and Canada.

     Net sales for the international business increased 21% to $116.1 million in
1999  compared  to $95.6  million  in 1998.  Increases  were  noted in all major
countries,  particularly the United Kingdom, Australia and Germany. Net sales in
1999 were negatively impacted by unfavorable  exchange rates compared to 1998 by
approximately $2.4 million, primarily in the U.K. and Germany

     Net sales by the Company's  U.S.  service stores were $44.4 million for the
year ended  December  31,  1999  compared  to $42.4  million in 1998,  despite a
decrease in the number of stores.  During 1999,  the Company closed a net of ten
stores,  bringing  the total  number of U.S.  stores to 94 at December 31, 1999.
Among the stores closed were ten service  stores  located  within the California
based Fedco chain



                                      -11-
<PAGE>


which  were  closed in  August  1999 in  conjunction  with the sale of the Fedco
chain.  Same store sales  increased  4% from 1998 to 1999.  Same store sales are
defined as all stores operating for twelve months in 1999 and in 1998 except the
ten  Fedco  stores  which  includes  the  first  eight  months  of 1999  and the
comparable eight months of 1998.

     Gross Profit.  Gross profit  increased to $142.5  million,  or 44.7% of net
sales for the year ended 1999,  from $109.2  million,  or 40.7% of net sales for
the  year  ended  1998.  Included  in  1998  cost  of  sales  is a $2.8  million
non-recurring  charge related to the restructuring of the Company's  Connecticut
shaver assembly operations.  Excluding this charge, 1998 gross profit percentage
would have been 41.7%. The percentage  increase over 1998 is due to cost savings
from the 1998 move of the subassembly operations from Bridgeport,  CT to a third
party supplier  located in China. In addition,  changes in product mix to higher
margin products also contributed to the increase.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased  to $111.4  million for the year ended  December  31,  1999,
compared to $94.4 million for the year ended  December 31, 1998, as  investments
in advertising,  promotion and product development continued and as distribution
increased  primarily  as  a  result  of  higher  volume.  Selling,  general  and
administrative  expenses,  as a percentage  of net sales,  decreased to 34.9% in
1999 compared to 35.2% in 1998.

     Operating  Income.  Operating  income for the year ended  December 31, 1999
increased to $29.1 million compared to $15.6 million  (excluding $9.6 million of
non-recurring  charges  related  to the 1998  restructure)  for the  year  ended
December  31,  1998.  The  increased  sales in 1999 over  1998 of $50.4  million
coupled with the  increased  gross profit  percentage  achieved were the primary
reasons for the increase.

     Interest  Expense.  Interest  expense  increased  to $21.7  million in 1999
compared to $20.5  million in 1998 as a result of higher  average  borrowings in
1999.

     Provision for Income Taxes. The provision for income taxes was $1.2 million
in 1999  compared to $0.4 million in 1998 and relates to the  Company's  foreign
operations.  The increase is due to the increased  profitability  over the prior
year.

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 North America increased 21.0% from $107.8 million for the year
ended December 31, 1997 to $130.4  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 hair  dryers and
grooming  products  were  positively  impacted by the  introduction  of new hair
dryers and the new Precision((TM)) line of beard & mustache trimmers in 1998.



                                      -12-
<PAGE>


     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.

     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.

     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.

     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  third party supplier  located in
China 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.



                                      -13-
<PAGE>


     Operating  Income.  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.

Liquidity and Capital Resources

     For the year ended  December 31, 1999, the Company  provided  approximately
$2.0 million in cash from  operating  activities,  compared to cash used of $3.1
million in 1998.  The  increase in cash flow in 1999 is the result of  increased
profitability and the timing of cash  disbursements,  which was partially offset
by the higher  receivable  and  inventory  levels  necessary  as a result of the
Company's growth.

     The Company's  operations are not capital intensive.  During 1999 and 1998,
the Company's capital expenditures, including tooling for new products, amounted
to $3.5 million and $3.9 million,  respectively.  Capital  expenditures for 2000
are anticipated to be approximately $3.8 million.

     During 1999, the Company's total borrowings increased by $8.0 million. Cash
increased by $5.6 million over 1998,  thereby  increasing net borrowings by $2.4
million, excluding currency impacts.

     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,
$10 million in Term Loans and $15 million in Supplemental  Loans. The Term Loans
are  repayable   quarterly   through  March  31,  2002.   Borrowings  under  the
Supplemental  Loans and the Revolving Credit  Facilities mature on June 30, 2001
and 2002, respectively. 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 the currency exchange 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, as outlined below, utilizing a
sensitivity analysis approach based on



                                      -14-
<PAGE>


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  primarily  consisting  of $130  million of Senior  Subordinated  Notes and
approximately  $66 million of variable rate debt primarily  borrowings under the
Senior Credit Agreement.  For further details, refer to Note 6, of the "Notes to
Consolidated Financial Statements" of the Company appearing elsewhere herein.

     The Company is exposed to interest  rate 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, a ten percent change in interest rates would have no material
effect on fair  values,  cash flows or earnings of the Company in either 1999 or
1998.

     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 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 in either 1999 or
1998.

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 problem 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 were reviewed in 1999, and the majority of the
systems did not require  modifications.  All  required  modifications  have been
completed and the costs  incurred were not  material.  In addition,  the Company
contacted its major customers and financial institutions and received assurances
of Year 2000 compliance from a number of those contacted.



                                      -15-
<PAGE>


     As of March 1, 2000,  the Company,  its suppliers  and  customers  have not
experienced  any  significant  business  disruption as a result of the Year 2000
problem.  Although  Year 2000  problems may not become  evident until long after
January  1,  2000,  based on the  Company's  Year  2000  readiness  process  and
experience  to date,  the  Company  does not  expect any  significant  Year 2000
related business disruptions in the future.

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
affected by the euro conversion  comprise  approximately 6% of the Company's net
sales for the year ended December 31, 1999, the Company has addressed 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.  Management  believes  the  introduction  of the  euro  has  had no
significant impact to date on financial position, results of operations and cash
flows and is not expected to have a significant impact in the future. Management
will continue to monitor this impact.

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,  outcome of  litigation,  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.



                                      -16-
<PAGE>


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 as of March 1, 2000 with
respect  to each  executive  officer  of the  Company  and  individuals  who are
directors on the Remington Management Committee.

<TABLE>
<CAPTION>
Name                         Age            Positions and Offices
----                         ---            ---------------------
<S>                          <C>            <C>
Neil P. DeFeo                53             Chief Executive Officer, President and Director
Joel K. Bedol                48             Vice President, General Counsel and Secretary
Wilan van den Berg           38             Executive Vice President International
Ann T. Buivid                47             President, U.S. Personal Care and Wellness Division
Alexander R. Castaldi        49             Executive Vice President, Chief Financial and
                                            Administrative Officer
Lawrence D. Handler          54             President, Remington Service Stores
Lester C. Lee                40             President, U.S. Shaver and Grooming Division
Timothy G. Simmone           34             Vice President, Chief Technical Officer
Victor K. Kiam, II           73             Chairman and Director
Norman W. Alpert             41             Director
William B. Connell           59             Director
Victor K. Kiam, III          40             Director
Kevin A. Mundt               46             Director
Arthur J. Nagle              61             Director
Daniel S. O'Connell          45             Director
Robert L. Rosner             40             Director
</TABLE>

     Neil P. DeFeo has been Chief Executive Officer, President 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  Investment
Corporation,  a Company  in which  Vestar or its  affiliates  has a  significant
equity interest and Driscoll's Strawberry Association, Inc.

     Joel K. Bedol was appointed Vice  President,  General Counsel and Secretary
of Remington in January 2000.  From 1993 to 1999,  Mr. Bedol was Executive  Vice
President, General Counsel and Secretary for Nine West Group, Inc.



                                      -17-
<PAGE>


     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.

     Ann T. Buivid was appointed to President,  U.S.  Personal Care and Wellness
Division  in January  2000.  Ms.  Buivid  previously  held the  position of 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.

     Alexander R.  Castaldi was  appointed to Executive  Vice  President,  Chief
Financial and Administrative Officer of the Company in January 2000. Previously,
Mr. Castaldi held the title Executive Vice President and Chief Financial Officer
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.

     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.

     Lester  C. Lee was  appointed  to  President,  U.S.  Shavers  and  Grooming
Division in January 2000.  Previously,  Mr. Lee held the position of 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.

     Timothy G. Simmone has been Vice President,  Chief Technical Officer of the
Company  since 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 Corp., Chairman of the Board of Ronson P.L.C. and a director of CT Holdings,
Inc.

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



                                      -18-
<PAGE>


     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
Dolphin Software, Inc., and Digital Discoveries, Inc.

     Victor K. Kiam,  III has been a Director of Remington  since 1992.  Mr Kiam
has been President of RPI Corp.  since 1999 and  previously  served as Executive
Vice President of RPI Corp.  since 1996. He 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.

     Kevin A. Mundt has been a Director of  Remington  since 1997.  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  Holdings, Inc. and Advanced Organics
Holdings,  Inc.,  companies in which Vestar or its affiliates have a significant
equity interest and in Telephone and Data Systems, Inc.

     Arthur J. Nagle has been a Director of Remington  since May 1996. Mr. Nagle
is a Managing  Director  of Vestar  Capital  and was a  founding  partner at its
inception in 1988. Mr. Nagle is a director of Advanced Organics Holdings,  Inc.,
Aearo  Corporation,  Russell-Stanley  Holdings,  Inc., and Gleason  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.  Mr.
O'Connell  is a  director  of  Aearo  Corporation,  Cluett  American  Investment
Corporation,  Insight Communications  Company, L.P.,  Russell-Stanley  Holdings,
Inc., Sheridan Healthcare Inc.,  Siegelgale  Holdings,  Inc. and St. John Knits,
Inc., 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 and was a founding  partner at
its  inception in 1988.  Mr. Rosner serves as Chairman of the Board of Directors
of  Russell-Stanley  Holdings,  Inc., and is a director of Sheridan  Healthcare,
Inc.,  companies 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, 1999 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 1999  (collectively,  the "Named Executive  Officers") for
services  rendered in all  capacities  to the Company.  The officers  respective
titles are those in effect



                                      -19-
<PAGE>


as of December 31, 1999.

<TABLE>
<CAPTION>
                                                                 Annual Compensation (1)
                                                             -------------------------------            All Other
Name and Principal Position                     Year         Salary ($)(2)      Bonus ($)(3)       Compensation ($)(4)
---------------------------                     ----         -------------      ------------       -------------------
<S>                                             <C>            <C>                <C>                   <C>
Neil P. DeFeo, CEO, President, and              1999           $431,635           $652,500              $  2,767
Director                                        1998            400,000            300,000                 2,569
                                                1997            392,000            200,000               214,048(5)

Alexander R. Castaldi, Executive VP             1999            283,077            370,500                 3,868
and CFO                                         1998            265,000            172,250                 3,348
                                                1997            265,000            132,000                 3,189

Wilan van den Berg, Executive VP                1999            250,000            162,296               152,642(6)
International                                   1998             68,750             35,000                30,800(7)

Lester C. Lee, Sr. VP Sales and                 1999            218,557            168,399                 4,753
Integrated Logistics                            1998            205,000            104,612                 3,265
                                                1997             96,981             79,229                71,621(7)

Ann T. Buivid, VP Worldwide Marketing           1999            200,000            157,500                 4,598
                                                1998             64,615             34,162                   308
</TABLE>

----------
(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)  The  amounts  shown  consist  of  Company  matching  contributions  to  the
     Company's 401(k) Plan unless otherwise noted.

(5)  Includes relocation expenses in the amount of $211,635 and Company matching
     contributions under the 401(k) Plan in the amount of $2,413.

(6)  The amount  consists of  relocation  expenses,  housing  allowance  and car
     allowance in the amounts of $111,642, $25,000 and $16,000, respectively.

(7)  The amounts shown are relocation expenses.


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 is an officer of or is employed by the Company.

Other Arrangements

     The Company has an employment  agreement  with Mr. DeFeo which provides for
his  continued  employment  as President  and Chief  Executive  Officer  through
January 2000, which agreement by its



                                      -20-
<PAGE>


terms has  automatically  renewed  for a period  of two  years,  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 also  required to provide Mr.  DeFeo with term life  insurance in the
amount of not less than $500,000.

     The Company has entered  into an  Executive  Severance  Agreement  with Mr.
Castaldi,  which provides for the payment of severance  benefits to Mr. Castaldi
in the event of: (i) the  termination of his  employment by the Company  without
cause (or by reason of  disability);  (ii) Mr.  Castaldi's  resignation for Good
Reason;  (iii) any reduction in Mr.  Castaldi's base salary; or (iv) any failure
by the Company to provide Mr. Castaldi with benefits in which he participated at
the inception of the agreement. For purposes of the agreement,  "Good Reason" is
defined as the  assignment to Mr.  Castaldi of duties  materially  and adversely
inconsistent  with  those in effect at the  inception  of the  agreement  or the
occurrence of a "Change of Control" of the Company  (defined as the  acquisition
by non-affiliated persons of greater than 60% of the Common Units of the Company
or the common stock of a  corporation  controlling,  or serving as successor to,
the  Company.  In any such event,  Mr.  Castaldi is entitled to receive his base
salary  for  a  period  of  12  months  (the  "Severance  Term")  following  the
termination of his employment,  continuing medical benefits during the Severance
Term  and,  to the  extent  permissible  under the  terms of  applicable  plans,
continuing  life insurance and long-term  disability  benefits.  All medical and
insurance benefits will cease in the event that Mr. Castaldi becomes employed on
a full-time basis prior to the expiration of the Severance Term. Mr. Castaldi is
also entitled to receive bonus payments in certain  circumstances  in connection
with the  termination  of his  employment  and in the event of a termination  of
employment following a Change of Control.

     The Company has entered into an employment agreement with Mr. van den Berg,
which  provides  for his  continued  employment  as Executive  Vice  President -
International  of  the  Company  through  September  20,  2000,  unless  earlier
terminated.  The agreement provides for a base salary of $250,000 and a bonus to
be determined in accordance with the bonus plan of Remington  Consumer  Products
Ltd., a wholly-owned  subsidiary of the Company. The agreement also provides for
Mr. van den Berg to receive a housing  allowance  of  $50,000  per year.  In the
event of the termination of Mr. van den Berg's  employment  without cause, he is
entitled to receive salary  continuation based upon his then current base salary
for a period of 12 months from the date of termination.

     The Company has entered into agreements with Mr. Lee and Ms. Buivid whereby
such employees  would be entitled to salary  continuation  for 6 months if their
employment was  involuntarily  terminated other than for "cause" during the term
of the agreement.

Deferred Compensation Plan

     The Company has a Deferred  Compensation  Plan  pursuant to which  eligible
executive employees



                                      -21-
<PAGE>


(including the Named Executive Officers,  except for Mr. van den Berg) 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 240 employees in the United
States and 125 employees in the international operations will participate in the
Bonus Plan in the year 2000. Under the Bonus Plan, each  participating  employee
is assigned a target  bonus award,  representing  up to 85% 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 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
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 of the Company,  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.



                                      -22-
<PAGE>


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.  As of December  31, 1999,  the Company
achieved  the  specified  performance  targets  required for full vesting of the
performance based awards, subject to maintenance of a minimum performance target
for the next  twelve  months.  Any  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 Equity.

     During 1999 no phantom  awards  were  issued to and no phantom  awards were
exercised by the Named Executive Officers.

     The  following  table  contains  information  with  respect to  outstanding
phantom awards for each of the Named Executive Officers as of December 31, 1999:

                               Number of Securities              Value of
            Name              Underlying Awards (1)       Unexercised Awards (2)
            ----              ---------------------       ----------------------
Neil P. DeFeo                        4.00 (3)                       N/A
                                     2.00 (4)                       N/A

Alexander R. Castaldi                1.30 (3)                       N/A
                                     0.50 (4)                       N/A
                                     0.22 (5)                       N/A

Wilan van den Berg                   0.50(3)                        N/A
                                     0.40(4)                        N/A
                                     0.10(5)                        N/A

Lester C. Lee                        0.90 (3)                       N/A
                                     0.35 (4)                       N/A
                                     0.16 (5)                       N/A

Ann T. Buivid                        0.35 (3)                       N/A
                                     0.20 (4)                       N/A
                                     0.10 (5)                       N/A

----------
(1)  Indicates the applicable  percentage of the Company's Equity underlying the
     awards.

(2)  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.

(3)  Time based awards, which expire on December 31, 2009.

(4)  Performance based awards, which expire on December 31, 2002

(5)  Super performance based awards, which expire on December 31, 2002.



                                      -23-
<PAGE>


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  50%  of the  first  5% of  annual
compensation contributed. Effective early 2000, the Company amended its matching
contribution  to 50% of the first 6% 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 1, 2000.

<TABLE>
<CAPTION>
                                                         Preferred Equity                       Common Units
                                                     ---------------------------       ----------------------------
    Name                                             Capital (1)             %         Number                   %
    ----                                             -----------          ------       ------                  ----
<S>                                                  <C>                  <C>          <C>                     <C>
Vestar Equity Partners L.P. (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>

----------
(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.



                                      -24-
<PAGE>


     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,  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 the Vestar Members own less than 25%
of the number of the Company's  Common Units owned by the Vestar  Members on May
23, 1996, 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 in connection with the  reorganization of
the Company in 1996, RPI receives an annual 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,  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 terminate the
Consulting  Agreement  at any time (but only to the extent that  Vestar  Capital
also terminates similar provisions of the Management Agreement).

     Pursuant to a Non-Competition  Agreement (the "Non-Competition  Agreement")
dated May 23, 1996, between the Company,  the Vestar Members 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 grooming products, and
(ii) three  years,  with  respect  to  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.

     Pursuant   to  a   reimbursement   and   indemnification   agreement   (the
"Indemnification Agreement")



                                      -25-
<PAGE>


between  the  Company,  Vestar  and the  Kiams  entered  into  in  June  1999 in
connection with the Guarantee of the unsecured supplemental loans to the Company
under the Senior Credit Agreement (the "Guarantee"), Vestar and Victor Kiam, II,
each  receive  an  annual  guarantee  fee of  $100,000  from  the  Company.  The
Indemnification  Agreement  will be in  effect  until  the  date  the  unsecured
supplemental loans and all other amounts guaranteed by the Guarantee are paid in
full.

                                     PART IV

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

(a)    1.     Financial Statements

       2.     Financial Statement Schedule

       3.     Exhibits

              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



                                      -26-
<PAGE>


                     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.

              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.  Incorporated  by  reference  to
                     Exhibit 10.6 in the  Company's  Annual  Report on Form 10-K
                     for the year ended December 31, 1998.

              10.7   Sixth  Amendment dated as of June 9, 1999 to the Credit and
                     Guarantee  Agreement.  Incorporated by reference to Exhibit
                     10.1 in the Company's Current Report on Form 8-K dated June
                     11, 1999.

              10.8   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).

              10.9   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).

              10.10  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).

              10.11  Conditional  Assignment of and Security  Interest in Patent
                     Rights (United Kingdom)



                                      -27-
<PAGE>


                     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).

              10.12  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).

              10.13  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).

              10.14  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).

              10.15  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).

              10.16  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).

              10.17  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).

              10.18  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).

              10.19  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).

              10.20  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).

              10.21  Management  Agreement  dated  as of May  23,  1996  between
                     Remington and Vestar



                                      -28-
<PAGE>


                     Capital  Partners.  Incorporated  by  reference  to Exhibit
                     10.15 in  Registration  Statement on Form  S-4(File  Number
                     333-07429).

              10.22  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).

              10.23  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.

              10.24  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.

              10.25  Letter Agreement dated June 6, 1997 between the Company and
                     Lester Lee.  Incorporated  by reference to Exhibit 10.25 in
                     the Company's Annual Report on Form 10-K for the year ended
                     December 31, 1998.

              10.26  Employment  Agreement made as of September 21, 1998 between
                     the Company and Wilan van den Berg.

              10.27  Letter  Agreement  dated June 17, 1997  between the Company
                     and Tim Simmone.

              10.28  Letter  Agreement  dated August 7, 1998 between the Company
                     and Ann T. Buivid.

              10.29  Letter  Agreement dated January 3, 2000 between the Company
                     and Joel K. Bedol.

              10.30  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.

              10.31  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.

              10.32  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.

              10.33  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.

              10.34  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



                                      -29-
<PAGE>


                     on Form S-4 (File Number 333-07429).

              10.35  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).

              10.36  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).

              10.37  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.


                                      -30-
<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 30, 2000

       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 30, 2000.

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

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

                  *                                         *
---------------------------------------    -------------------------------------
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 Joel K. Bedol
   ------------------------------------
    Joel K. Bedol, as Attorney-in-Fact




                                      -31-
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

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

     Independent Auditors' Report                                                         F-2

     Consolidated Balance Sheets as of December 31, 1999 and 1998                         F-3

     Consolidated Statements of Operations for each of the years in the three-year
        period ended December 31, 1999                                                    F-4

     Consolidated Statements of Members' Deficit for each of the years in the three-
        year period ended December 31, 1999                                               F-5

     Consolidated Statements of Cash Flows for each of the years in the three-year
        period ended December 31,1999                                                     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 31,1999                                      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,
1999 and 1998, and the related consolidated  statements of operations,  members'
deficit, and cash flows for each of the three years in the period ended December
31, 1999. 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 schedule 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, 1999 and 1998, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  1999,  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
February 16, 2000



                                      F-2
<PAGE>


                       Remington Products Company, L.L.C.

                           Consolidated Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                  -------------------------
                                                                     1999            1998
                                                                  ---------       ---------
<S>                                                               <C>             <C>
ASSETS

Current assets:
   Cash and cash equivalents                                      $   9,866       $   4,249
   Accounts receivable, less allowance for doubtful accounts
     of $2,335 in 1999 and $2,749 in 1998                            78,503          59,998
   Inventories                                                       55,456          50,163
   Prepaid and other assets                                           4,051           1,879
                                                                  ---------       ---------

           Total current assets                                     147,876         116,289

Property, plant and equipment, net                                   12,718          13,135
Intangibles, net                                                     56,641          58,573
Other assets                                                          6,755           7,730
                                                                  ---------       ---------

            Total assets                                          $ 223,990       $ 195,727
                                                                  =========       =========

LIABILITIES AND MEMBERS' DEFICIT

Current liabilities:
   Accounts payable                                               $  23,643       $  15,981
   Short-term borrowings                                              5,790           5,192
   Current portion of long-term debt                                  2,323           1,842
   Accrued liabilities                                               31,067          24,980
                                                                  ---------       ---------

           Total current liabilities                                 62,823          47,995

Long-term debt                                                      187,728         180,634
Other liabilities                                                     1,222           1,839
Commitments and contingencies

Members' deficit:
   Members' deficit                                                 (25,438)        (31,473)
   Accumulated other comprehensive income                            (2,345)         (3,268)
                                                                  ---------       ---------

          Total members' deficit                                    (27,783)        (34,741)
                                                                  ---------       ---------

          Total liabilities and members' deficit                  $ 223,990       $ 195,727
                                                                  =========       =========
</TABLE>

                 See notes to consolidated financial statements.


                                      F-3
<PAGE>


                       Remington Products Company, L.L.C.

                      Consolidated Statements of Operations
                                 (in thousands)

<TABLE>
<CAPTION>
                                                       Year Ended December 31,
                                                -----------------------------------------
                                                   1999            1998            1997
                                                ---------       ---------       ---------
<S>                                             <C>             <C>             <C>
Net sales                                       $ 318,766       $ 268,357       $ 241,572
Cost of sales                                     176,269         159,175         141,296
                                                ---------       ---------       ---------

          Gross profit                            142,497         109,182         100,276

Selling, general and administrative               111,434          94,415          84,194
Restructuring and reorganization charge              --             6,806            --
Amortization of intangibles                         1,943           1,945           1,936
                                                ---------       ---------       ---------

         Operating income                          29,120           6,016          14,146

Interest expense                                   21,723          20,499          19,318
Other expense                                         127             472             526
                                                ---------       ---------       ---------

         Income (loss) before income taxes          7,270         (14,955)         (5,698)

Provision for income taxes                          1,235             382           2,225
                                                ---------       ---------       ---------

         Net income (loss)                      $   6,035       $ (15,337)      $  (7,923)
                                                =========       =========       =========

Net loss applicable to common units             $  (4,550)      $ (24,741)      $ (16,279)
                                                =========       =========       =========
</TABLE>


                 See notes to consolidated financial statements.



                                      F-4
<PAGE>


                       Remington Products Company, L.L.C.

                   Consolidated Statements of Members' Deficit
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                                                            Accumulated
                                                                                                               Other         Total
                                                     Preferred      Common         Other      Accumulated  Comprehensive    Members'
                                                      Equity        Units         Capital       Deficit       Income        Deficit
                                                     ---------     --------      --------     -----------  -------------   ---------
<S>                                                  <C>           <C>           <C>           <C>           <C>           <C>
Balance, January 1, 1997                             $ 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)
     Preferred Dividend                                10,585                                   (10,585)                        --
     Comprehensve income:
       Net income                                                                                 6,035
       Foreign currency translation                                                                               864
       Unrealized hedging gain                                                                                     59
    Total comprehensive income                                                                                                6,958
                                                     --------      --------      --------      --------      --------      --------
Balance, December 31, 1999                           $ 94,921      $  6,880      $(73,921)     $(53,318)     $ (2,345)     $(27,783)
                                                     ========      ========      ========      ========      ========      ========
</TABLE>


                 See notes to consolidated financial statements.


                                      F-5
<PAGE>


                       Remington Products Company, L.L.C.

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>
                                                                             Year Ended December 31,
                                                                       --------------------------------------
                                                                         1999           1998           1997
                                                                       --------       --------       --------
<S>                                                                    <C>            <C>            <C>
Cash flows from operating activities:
   Net income (loss)                                                   $  6,035       $(15,337)      $ (7,923)
   Adjustment to reconcile net income (loss) to net cash
    provided by (used in) operating activities:
       Depreciation                                                       3,612          3,224          2,831
       Amortization of intangibles                                        1,943          1,945          1,936
       Amortization of deferred financing fees                            1,388          1,110          1,072
       Restructuring and reorganization charge                             --            6,806           --
       Inventory write-down                                                --            2,760           --
       Deferred income taxes                                               (144)           (26)           (44)
       Foreign currency forward (gains) losses                              174            (35)           115
                                                                       --------       --------       --------
                                                                         13,008            447         (2,013)
       Changes in assets and liabilities:
          Accounts receivable                                           (18,505)        (6,946)         1,210
          Inventories                                                    (5,293)         7,584          3,278
          Accounts payable                                                7,662          2,622         (3,055)
          Accrued liabilities                                             5,355         (5,518)        (5,267)
          Other, net                                                       (238)        (1,295)        (2,133)
                                                                       --------       --------       --------
            Cash provided by (used in) operating activities               1,989         (3,106)        (7,980)
                                                                       --------       --------       --------

Cash flows from investing activities:
   Capital expenditures                                                  (3,518)        (3,879)        (5,078)
   Proceeds from working capital adjustment                                --             --            2,500
   Other                                                                   --             --              204
                                                                       --------       --------       --------
              Cash used in investing activities                          (3,518)        (3,879)        (2,374)
                                                                       --------       --------       --------
Cash flows from financing activities:
   Net borrowings (repayments) under term loan facilities                13,689         (1,426)          (965)
   Net borrowings (repayments) under credit facilities                   (5,674)         7,632         10,938
   Equity repurchases                                                      --             (242)          (620)
   Debt issuance costs and other, net                                      (842)          (221)          (251)
                                                                       --------       --------       --------
              Cash provided by financing activities                       7,173          5,743          9,102
              Effect of exchange rate changes on cash                       (27)            83           (539)
                                                                       --------       --------       --------
Increase (decrease) in cash and cash equivalents                          5,617         (1,159)        (1,791)
Cash and cash equivalents, beginning of year                              4,249          5,408          7,199
                                                                       --------       --------       --------
            Cash and cash equivalents, end of year                     $  9,866       $  4,249       $  5,408
                                                                       ========       ========       ========
Supplemental cash flow information:
       Interest paid                                                   $ 20,302       $ 19,144       $ 18,756
       Income taxes paid, net                                          $    248       $  2,331       $  2,493
</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 electrical  shavers and  accessories,  personal
care  appliances,  including hair dryers and  hairsetters,  electrical  grooming
products,  wellness products such as paraffin hand spas and foot spas, and other
small electrical consumer appliances.  The Company's products are sold worldwide
primarily through mass merchandisers,  catalog showrooms,  drug store 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.  and RPI  Corp.  ("RPI")  to  acquire  the
operations of Remington  Products  Company and its  subsidiaries in May of 1996.
Vestar Razor Corp. was formed in May of 1996 to hold an interest in the Company.
Vestar Shaver Corp. and Vestar Razor Corp. (together,  the "Vestar Members") are
wholly owned by Vestar Equity Partners, L.P ("Vestar"),  an institutional equity
capital fund and affiliate of Vestar Capital Partners ("Vestar Capital").

     Basis of Presentation:

     The  consolidated  financial  statements  include the accounts of Remington
Products Company, L.L.C. and subsidiaries. All significant intercompany accounts
and  transactions  are eliminated in  consolidation.  Certain prior year amounts
have been reclassified to conform with the current year presentation.

     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  accounts,  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 majority of the Company's  inventories  are valued at the lower of cost
or market utilizing the first-in, first-out (FIFO) method. Domestic manufactured
inventories, which represent approximately 8% of the consolidated inventories as
of December 31, 1999 and 16% at December 31, 1998, are stated at cost determined
by the last-in,  first-out (LIFO) method.  As of December 31, 1999 and 1998, 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.  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
Company's restructuring and reorganization plan.

     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.



                                      F-7
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

     Long Lived Assets:

     Impaired  losses are  recorded  on long lived  assets  when  indicators  of
impairment  are present and the  anticipated  undiscounted  operating cash flows
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 $4.0 million, $4.3 million and $3.4
million for the years ended December 31, 1999, 1998 and 1997, respectively.

     Income Taxes:

     U.S.  Federal  income  taxes on net  earnings  of the  Company  are payable
directly  by the  members.  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  twelve 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
OCI.  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, 1999, other than forward foreign exchange
contracts, the Company was not party to any other derivatives as defined by SFAS
No. 133.

     At December 31, 1999, the Company had  unrealized  losses of $117 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 2000. As of
December 31, 1999, 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.

     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.

     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 OCI.  Foreign  currency  transaction  gains and losses,  including  gains and
losses on forward  contracts,  are recognized in earnings and totaled net losses
of $0.5 million,  $0.7 million and $0.7 million for the years ended December 31,
1999, 1998 and 1997, respectively.

2.   Inventories

     Inventories  were  comprised  of the  following as of December 31, 1999 and
1998 (in thousands):



                                      F-8
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

                                                          1999             1998
                                                        -------          -------

     Finished goods                                     $53,351          $46,454
     Work in process and raw materials                    2,105            3,709
                                                        -------          -------
                                                        $55,456          $50,163
                                                        =======          =======

3.   Property, Plant and Equipment

     Property, plant and equipment as of December 31, 1999 and 1998 consisted of
(in thousands):

                                                      1999               1998
                                                    --------           --------

     Land and buildings                             $  2,517           $  2,517
     Leasehold improvements                            4,615              4,058
     Machinery, equipment and tooling                  9,705              8,234
     Furniture, fixtures and other                     4,872              4,523
                                                    --------           --------
                                                      21,709             19,332

     Less accumulated depreciation                    (8,991)            (6,197)
                                                    --------           --------

                                                    $ 12,718           $ 13,135
                                                    ========           ========

4.   Intangibles

     Intangibles   were   comprised  of  the  following   (net  of   accumulated
amortization  of $7,020 and $5,074  thousand)  as of December 31, 1999 and 1998,
respectively (in thousands):

                                                     1999                  1998
                                                   -------               -------

     Goodwill                                      $29,509               $30,309
     Tradenames                                     24,145                24,809
     Patents                                         2,987                 3,455
                                                   -------               -------
                                                   $56,641               $58,573
                                                   =======               =======

5.   Accrued Liabilities

     Accrued liabilities were comprised of the following as of December 31, 1999
and 1998 (in thousands):

                                                          1999             1998
                                                        -------          -------

     Advertising and promotion expenses                 $ 8,263          $ 7,229
     Compensation and benefits                            7,391            4,900
     Income and other taxes payable                       4,377            2,377
     Interest                                             2,089            2,056
     Restructure and reorganization                        --              2,196
     Distribution expense                                 3,295              399
     Other                                                5,652            5,823
                                                        -------          -------

                                                        $31,067          $24,980
                                                        =======          =======

6.   Debt

     Long-term debt at December 31, 1999 and 1998 consisted of (in thousands):


                                      F-9
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

                                                     1999                1998
                                                  ---------           ---------
     Senior Subordinated Notes                    $ 130,000           $ 130,000
     Revolving Credit Facilities                     37,718              43,895
     Term and Supplemental Loans                     21,207               7,611
     Capital Leases and Other                         1,126                 970
                                                  ---------           ---------
                                                    190,051             182,476
     Less current portion                            (2,323)             (1,842)
                                                  ---------           ---------
                                                  $ 187,728           $ 180,634
                                                  =========           =========

     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.

      Senior Credit Agreement:

     The Senior Credit Agreement, which expires on June 30, 2002, 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").  In June 1999, the Company  amended the Senior
Credit Agreement to allow for supplemental term loan borrowings  totalling $15.0
million (the "Supplemental Loans"). These loans are comprised of $7.5 million in
second  secured  loans (the  "Secured  Supplemental  Loans") and $7.5 million in
unsecured  loans which are guaranteed by the Company's  controlling  shareholder
(the "Unsecured  Supplemental  Loans").  This  additional  financing was used to
reduce the Company's outstanding borrowings under the Revolving Credit Facility.

     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)  from  March 16 through
December 15 of 2000 and March 16 through  June 29 of 2001.  As of  December  31,
1999, availability under the Revolving Credit Facilities was approximately $18.5
million.  The  availability  has been reduced by  approximately  $0.8 million in
short-term  commercial and stand-by letters of credit outstanding as of December
31,  1999.  The Term Loans  under the Senior  Credit  Agreement  are  payable in
quarterly installments. Aggregate scheduled installments remaining over the next
three  years  ending  December  31,  2002  are  $1.9,  $3.2  and  $1.1  million,
respectively.  The  Supplemental  Loans  are  payable  on  June  30,  2001.  The
obligations  under  the  Senior  Credit   Agreement,   excluding  the  Unsecured
Supplemental   Loans,   are  guaranteed  by  each  of  the  Company's   domestic
subsidiaries and secured by their assets and properties and pledge of the common
equity interests.

     Interest  rates per annum  applicable  to the loans under the Senior Credit
Agreement, excluding the Supplemental Loans, are based, at the Company's option,
upon (a) in the case of the Company,  a Eurodollar  rate ("LIBOR") plus 2.75% or
the greater of (i) prime rate plus 1.5% and (ii) the federal  funds rate plus 2%
and (b) in the case of loans to the Company's  U.K.  subsidiary,  a EuroSterling
Rate plus 2.75% or the Sterling  Base Rate plus 2.75%;  provided,  however,  the
interest  rates are subject to  reduction if certain  requirements  of financial
performance are met. Interest on the Secured Supplemental Loans is based, at the
Company's  option,  on LIBOR  plus 6% or the  greater of (i) the prime rate plus
4.75% and (ii) the  federal  funds rate plus 5.25%.  Interest  on the  Unsecured
Supplemental  Loans is based, at the Company's  option,  on LIBOR plus 1% or the
greater  of (i) the  prime  rate and (ii) the  federal  funds  rate  plus  0.5%.
Interest is payable quarterly in arrears,  including a commitment fee of 0.5% on
the average daily unused portion of the Revolving Credit Facilities.


                                      F-10
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

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,
1999, the Company was in compliance with its debt covenants.

     Short Term Borrowings:

     Short Term Borrowings  consist of local  revolving  credit lines at some of
the Company's foreign  subsidiaries and totaled  approximately  $5.8 million and
$5.2 million as of December 31, 1999 and 1998,  respectively.  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 5.9% in 1999 and 5.7% in 1998.

7.   Membership Equity

     The Vestar Members and RPI  (collectively  the "Members") have entered into
an  Amended  and  Restated  Limited   Liability   Company  Agreement  (the  "LLC
Agreement"),  which governs 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", together ,
the "Equity").  The Common Units represent the common equity of the Company.  As
of December 31, 1999,  the  Company's  Common Units were owned 50% by the Vestar
Members and 50% by RPI,  however,  in accordance with the LLC Agreement,  Vestar
effectively  controls the  Management  Committee and the affairs and policies 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,  1999 the  aggregate  unpaid
Preferred Equity,  including  accrued dividends of $32.9 million,  totaled $94.9
million of which the Vestar Members own 48.4% and RPI owns 51.6%.

     In January 1998, the Company  repurchased any remaining  outstanding common
units  owned by certain  officers  of the  Company,  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  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,
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.
As of December 31, 1999, the Company achieved the specified  performance  target
required  for  full  vesting  of  the  performance  based  awards,   subject  to
maintenance of a minimum performance target for the next twelve months.  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. Any 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 Equity.

8.   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  third party supplier  located in China and relocating the warehousing
function to a third party provider in



                                      F-11
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

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 were paid
out in 1999. In the fourth  quarter of 1998,  the Company  terminated  its lease
obligations  with respect to certain  equipment  and  machinery  utilized in the
factory and  warehouse,  however,  the Company  continued to pay  non-cancelable
lease obligations for its Connecticut  warehouse  facility until they expired in
1999. As of December 31, 1999, all  restructuring  costs have been completed and
no future liabilities exist. Total cash outlays for restructuring  activities in
1999 and 1998 were $2.2 and $1.1 million, respectively.

9.   Income Taxes

     U.S.  Federal  income  taxes on net  earnings  of the  Company  are payable
directly by the members pursuant to the Internal Revenue Code.  Accordingly,  no
provision has been made for U.S. 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 $4,264, $(1,613), and $6,023 thousand for the years ended
December 31, 1999, 1998 and 1997, respectively.

     The  provision  for income taxes  consists of the  following  for the years
ended December 31 (in thousands):

                                       1999             1998             1997
                                      -------          -------          -------
     Current:
        Foreign                       $ 1,371          $   329          $ 2,254
        State and local                     8               79               15
        Deferred Foreign                 (144)             (26)             (44)
                                      -------          -------          -------
             Total                    $ 1,235          $   382          $ 2,225
                                      =======          =======          =======

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

Income taxes computed at statutory U.S.
  Federal income tax rate                   $ 2,545       $(5,234)      $(1,994)
Partnership status for U.S. federal
  income tax purposes                        (1,052)        4,670         4,102
State and local income taxes                      8            79            15
Adjustment for foreign income tax rates        (266)          867           102
                                            -------       -------       -------

Income taxes as reported                    $ 1,235       $   382       $ 2,225
                                            =======       =======       =======

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

                                               1999          1998          1997
                                              ------        ------        ------
Depreciation and other                        $  171        $  171        $  145
Foreign tax loss carryforwards                 1,323         1,853         1,012
                                              ------        ------        ------
                                               1,494         2,024         1,157


                                      F-12
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

          Less valuation allowance         (1,179)        (1,853)        (1,012)
                                          -------        -------        -------
     Total deferred tax assets, net       $   315        $   171        $   145
                                          =======        =======        =======

The  valuation  allowance  relates to the  foreign tax loss  carryforwards,  the
majority of which have been fully reserved due to the uncertain  nature of their
ultimate realization based upon past performance.  Approximately $0.6 million of
the $2.9 million in foreign tax loss  carryforwards  expire between 2003 through
2005, while the remaining $2.3 million has no expiration date.

10.  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):

                                                           Operating     Capital
                                                             Leases      Leases
                                                           ---------     -------
     2000                                                   $ 8,382      $   507
     2001                                                     5,201          292
     2002                                                     1,993          262
     2003                                                     1,236          100
     2004                                                       189           13
     2005 and thereafter                                       --           --
                                                            -------      -------

     Total minimum lease payments                           $17,001        1,174
                                                            =======

     Less:  amount representing interest                                     290
                                                                         -------

     Present value of minimum lease payments                             $   884
                                                                         =======

Rent expense was $7,342, $7,077 and $6,014 thousand for the years ended December
31, 1999, 1998 and 1997.

The  majority  of the  leases  contain  escalation  clauses  which  provide  for
increases 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.

11.  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.

Information  regarding  the  Company's  pension plan as of December 31, 1999 and
1998 are as follows (in thousands):



                                      F-13
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


Change in Benefit Obligation:
                                                           1999          1998
                                                          -------       -------
   Benefit obligation at beginning of year                $ 6,902       $ 6,222
   Service cost                                               468           513
   Interest cost                                              398           461
   Amendments                                                (278)          259
   Actuarial gain                                            (429)         (387)
   Benefits paid                                             (196)         (204)
   Currency exchange rate effects                            (187)           38
                                                          -------       -------
   Benefit obligations at end of year                       6,678         6,902
                                                          -------       -------

Change in Plan Assets:
   Fair value of plan assets at beginning of year           6,909         5,996
   Actual return on plan assets                             1,375           697
   Employer contributions                                     319           287
   Participant contributions                                  110            96
   Benefits paid                                             (196)         (204)
   Currency exchange rate effects                            (190)           37
                                                          -------       -------
   Fair value of plan assets at end of year                 8,327         6,909
                                                          -------       -------

Funded Status                                               1,649             7
Unrecognized net actuarial (gain) loss                     (1,534)           75
                                                          -------       -------
Prepaid benefit cost                                      $   115       $    82
                                                          =======       =======

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

Weighted average assumptions:
   Discounted rate                                            6.0%          6.0%
   Expected return on plan assets                             7.0%          7.0%
   Rate of compensation increase                             3.25%          3.5%
   Health care cost trend rate, current year                 --            --


                                                     Year Ended December 31,
                                                   1999        1998        1997
                                                  -----       -----       -----
Components of Net Periodic Benefit Cost:
   Service cost                                   $ 293       $ 359       $ 387
   Interest cost                                    395         461         410
   Expected return on plan assets                  (631)       (529)       (526)
                                                  -----       -----       -----
Net periodic benefit cost                         $  57       $ 291       $ 271
                                                  =====       =====       =====

     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 50% of their employees'  contributions up to
a maximum of 5% of their total salary. The Company's matching contributions were
$276,  $267 and $237  thousand for the years ended  December 31, 1999,  1998 and
1997, respectively.



                                      F-14
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

     Effective in early 2000, the Company  amended its matching  contribution to
50% of the first 6% of total salary contributed.

12.  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, 1999 of long-term fixed rate debt was approximately $100.1
million  and  $130.0  million,  respectively.  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.

     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,  1999,  the Company had an  uncollateralized  receivable  with one
mass-merchant  retailer which  represented  approximately  14 % of the Company's
accounts  receivable  balance.  During  calendar  1999,  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, 1999,  forward contracts to sell  approximately 6.0 million
UK Pounds Sterling and 4.7 million Australian  dollars were outstanding,  all of
which  mature in 2000.  At December  31,  1998,  forward  contracts  to sell 4.4
million UK Pounds  Sterling,  6.3  million  Australian  dollars  and 0.6 million
German  marks  were  outstanding  and  matured  at  various  dates in 1999.  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.

13.  Related Party Transactions

     Pursuant to a management  agreement (the  "Management  Agreement")  entered
into in  connection  with the  reorganization  of the  Company  in 1996,  Vestar
Capital  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.  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 the Vestar Members own less than 25%
of the number of the Company's  Common Units owned by the Vestar  Members on May
23, 1996, and provided  further that Vestar Capital may terminate the Management
Agreement at any time.


                                      F-15
<PAGE>


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 annual  fee  equal to the  greater  of $500  thousand  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  panning,
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 May 23, 1996, 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).

     Pursuant   to  a   reimbursement   and   indemnification   agreement   (the
"Indemnification  Agreement") between the Company,  Vestar and the Kiams entered
into in June 1999 in connection with the Guarantee of the Unsecured Supplemental
Loans to the Company under the Senior Credit Agreement (the "Guarantee"), Vestar
and Victor Kiam,  II, each receive an annual  guarantee fee of $100,000 from the
Company.  The  Indemnification  Agreement  will be in effect  until the date the
Unsecured  Supplemental  Loans and all other amounts guaranteed by the Guarantee
are paid in full.

14.  Business Segment and Geographical Information

     The Company  distributes  electrical  personal care appliances  through its
three operating  segments,  which are comprised of 1) the North America segment,
which sells product primarily through mass-merchant retailers, department stores
and  drug  store  chains  throughout  the  United  States  and  Canada,  2)  the
International  segment,  which sells product through an international network of
subsidiaries and distributors and 3) the U.S. Service Store segment,  consisting
of Company-owned and operated service stores throughout the United States.

     The Operating  segments  reported below are the segments of the Company for
which separate financial information is available that is evaluated on a regular
basis by the Company's senior  management in deciding how to allocate  resources
to an  individual  segment and in  assessing  performance  of the  segment.  The
segment's  performance is evaluated based on segment operating income,  which is
defined as earnings before  interest,  taxes,  depreciation and amortization and
any unusual charges. All corporate related costs and assets, such as intangibles
and deferred  financing  fees, are included in the North America segment and are
not allocated to the other segments'  operating income or assets,  respectively.
Segment net sales are  evaluated  excluding  intersegment  sales,  which are not
material.

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

<TABLE>
<CAPTION>
                                                   Year             Year            Year
                                                  Ended            Ended           Ended
                                                December 31,    December 31,    December 31,
                                                   1999            1998            1997
                                                ------------    ------------    ------------
<S>                                              <C>             <C>             <C>
Net Sales:
   North America                                 $ 158,333       $ 130,316       $ 107,781
   International                                   116,044          95,611          95,201
   U.S. Service Stores                              44,389          42,430          38,590
                                                 ---------       ---------       ---------
Total                                            $ 318,766       $ 268,357       $ 241,572
                                                 =========       =========       =========
Operating Income:
    North America                                $  20,318       $  11,766       $   7,603
    International                                   10,888           5,372           7,869
    U.S. Service Stores                              3,469           3,613           3,441
    Depreciation and amortization                   (5,555)         (5,169)         (4,767)
    Restructuring and reorganization charge           --            (6,806)           --
    Inventory write-down                              --            (2,760)           --
                                                 ---------       ---------       ---------
Total                                            $  29,120       $   6,016       $  14,146
                                                 =========       =========       =========
Segment Assets:
    North America                                $ 129,011       $ 122,073       $ 125,016
    International                                   84,906          62,264          69,064
    U.S. Service Stores                             10,073          11,390          11,165
                                                 ---------       ---------       ---------
Total                                            $ 223,990       $ 195,727       $ 205,245
                                                 =========       =========       =========
Capital Expenditures:
    North America                                $   1,705       $   1,743       $   2,875
    International                                    1,091             969             952
    U.S. Service Stores                                722           1,167           1,251
                                                 ---------       ---------       ---------
Total                                            $   3,518       $   3,879       $   5,078
                                                 =========       =========       =========
</TABLE>


                                      F-16
<PAGE>


     Net sales in the United Kingdom represented  approximately 19%, 19% and 20%
of the  Company's net sales during the years ended  December 31, 1999,  1998 and
1997, respectively. No other country contributed more than 10% of net sales.

     The Company's largest customer,  Wal-Mart, accounted for approximately 19%,
19% and 15% of the Company's net sales during the years ended December 31, 1999,
1998 and 1997,  respectively,  and is serviced  primarily  by the North  America
segment.  No other  customer  accounted  for more than 10% of the  Company's net
sales during the years ended December 31, 1999, 1998 and 1997.


                                      F-17
<PAGE>


                       REMINGTON PRODUCTS COMPANY, L.L.C.

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

<TABLE>
<CAPTION>
                                                                        Additions
                                                     Balance at         Charged to                           Balance at
                                                      Beginning         Costs and                               End
                                                       of Year           Expenses        Deductions            of Year
<S>                                                   <C>               <C>               <C>                <C>
Year Ended December 31, 1999

   Allowance for doubtful accounts                    $  2,749          $    534          $   (948)          $  2,335

   Allowance for cash discounts and returns              7,655            22,690           (20,179)            10,166

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
</TABLE>


                                       S-1