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, 1997.

                                                        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 major
manufacturer  and  marketer  of  men's  and  women's  electrical  personal  care
appliances.  The  Company  distributes  on a  worldwide  basis men's and women's
electric  shavers and accessories,  women's personal care appliances,  including
hairsetters,  curling irons and hair dryers,  men's electric grooming  products,
travel products and other small electric consumer appliances.

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


Description of Business

    Products

    Electric  Shavers.  The Company's  primary men's electric shaver line is the
MicroScreen(R)  line of single,  dual and  triple  foil  shavers,  each with the
MicroScreen(R) cutting system. In addition, the Company also has a line of men's
Dual Track(TM),  rotary shavers and certain specialty shavers such as the "sport
shaver".  The Company has  recently  introduced  its new  Intercept(TM)  line of
premium   shavers,   with  the  intercept   shaving  system  that  sandwiches  a
trimmer-style  cutter between two foil heads.  The women's electric shaver lines
primarily  include the women's  wet/dry  Dual Foil shaver,  the women's  wet/dry
battery operated shaver and the wet/dry  Swirl(TM)  rotary shavers.  The Company
also  manufactures  and 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  42%, 44% and 44% of the  Company's  total net sales for the years
ended December 31, 1997, 1996 and 1995 respectively.

     Women's Personal Care Appliances.  Women's personal care appliances consist
primarily  of  hairsetters,  hair  dryers,  curling  irons,  hot air brushes and
make-up mirrors. The Company's hairsetter products include flocked rollers (both
dry and mist),  and  Remington  Express  Set(R)  hairsetter,  which  heats in 90
seconds,  the Smart  Setter(R)  hairsetter,  which  incorporates  a  proprietary
technology that indicates to users when optimum heat levels have been reached by
changing the color of the rollers, and the Style Setter(R)  hairsetter.  Women's
personal care  appliances  accounted for  approximately  25%, 28% and 30% of the
Company's  total net sales for the years ended December 31, 1997, 1996 and 1995,
respectively.

     Men's  Grooming  Products.  Men's  grooming  products  consist of beard and
mustache trimmers, nose hair and ear hair trimmers and home haircut kits.

     Other  Products.  Remington's  travel  appliances  consist of products that
provide personal grooming and other general household functions for domestic and
international travel. These items include travel hair dryers,  steamers,  irons,
voltage  converter/adapter  plugs  and  shavers.  In the home  health  appliance


                                       -2-

<PAGE>



product category, Remington sells foot spas and back massagers currently outside
the United States, as well as 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 112 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,
catalog  showrooms  such as Service  Merchandise,  drug store  chains  including
Walgreens,  Eckerd and Revco, and Remington's own service stores. Throughout the
United  States,  the  Company's  products  are sold in excess  of 10,000  retail
outlets.

     On a  worldwide  basis,  Wal-Mart  accounted  for  15%,  16% and 16% of the
Company's net sales during the years ended December 31, 1997,  1996 and 1995. No
other customer accounted for more than 10% of the Company's net sales during the
years ended December 31, 1997, 1996, and 1995.

Service Stores

     As of December  31,  1997,  the Company  owned and  operated a chain of 112
service stores with 93 in the United States,  ten in the United Kingdom and nine
in Australia. During 1997, the Company opened a net of ten service stores in the
United States, one store in the United Kingdom and six stores in Australia.  The
stores in the United States are in many of the major markets with concentrations
on the East Coast and in the major cities of the South and West. The majority of
the  stores  are  located  in  shopping  malls and  outlet  malls  within  large
metropolitan  areas.  The stores  sell and  service a variety of  Remington  and
non-Remington  shavers  and  accessories,   personal  care  appliances,  knives,
scissors,  travel appliances and other related products. The service stores also
oversee sales of replacement parts to approximately  300 independent  authorized
shaver service dealers across the United States.  In 1997, the Company's service
stores generated worldwide net sales of $46.5 million, with $38.6 million in the
U.S. and $7.9 million internationally. Sales of Remington products accounted for
approximately 40% of the service stores net sales.

Manufacturing Operations

     Remington   conducts  all  in-house   manufacturing   at  its   Bridgeport,
Connecticut  facility.  The Company assembles foil shavers and manufactures foil
cutting systems in Bridgeport using proprietary  cutting technology and a series
of specially designed machines. The electric shaver business is highly seasonal,
with significant production swings during the course of the year. As a result of
such swings,  Remington's  manufacturing  process has been structured to utilize
seasonal   workers.   As  a  result  of  these  factors,   during  peak  periods
approximately  30% of  Remington's  work force  (excluding  that of the  service
stores) is composed of seasonal workers.

Suppliers

     The majority of the Company's  finished goods  inventories are manufactured
for the Company by third party suppliers  primarily located in China,  Japan and
Thailand.  While Remington sources a large portion of its materials and products


                                       -3-

<PAGE>



from third-party suppliers, it continues to manufacture its MicroScreen(R) 3 and
certain other shavers  in-house and 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 International,  accounted for approximately
35% of the  Company's  overall  cost of  sales  in 1997.  These  two  suppliers'
manufacturing  facilities  are located in China and Japan.  Remington  has had a
relationship  with these  suppliers for many years and management  considers its
present relationships to be good.

Research and Product Development

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

     The Company  has  continued  to increase  its  investment  in research  and
development activities in recent years. During 1997, 1996 and 1995, research and
development  expenditures for the Company  amounted to approximately  $2.8. $2.1
and $1.9 million, respectively.

Patents and Trademarks

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

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

Competition

     The Company  believes  that the  markets  for all of its product  lines are
highly  competitive and that  competition for retail sales to consumers is based



                                       -4-

<PAGE>



on several factors, including brand name recognition,  value, quality, price and
availability.  Primary competitive factors with respect to selling such products
to retailers are brand reputation,  product categories  offered,  broad coverage
within each product category, support and service in addition to price.

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

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

Employees

     As of December 31, 1997, the Company employed approximately 1,145 people in
the  United  States  and  abroad  of  which   approximately  200  were  seasonal
manufacturing  workers and 250 were employed  part-time in the Company's service
stores.  None of the Company's  employees are represented by a union.  Remington
believes relations with its employees are good.

Environmental Matters

    The Company's  manufacturing  operations  are subject to federal,  state and
local  environmental  laws  and  regulations.  The  Company  believes  it  is in
substantial  compliance with all such environmental laws which are applicable to
its  operations.  The Company  has  reported to the  Connecticut  Department  of
Environmental Protection that it has detected petroleum and solvent compounds in
soil and ground water samples taken from its Bridgeport facility at levels which
may require further investigation or cleanup. In addition to its ongoing program
of  environmental  compliance,  the Company has  provided  reserves to cover the
anticipated  costs of  remediation  which  may be  necessary  at its  Bridgeport
facility.  The Company  believes that the costs for any  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 operations (excluding export sales from the U.S.)
generated  approximately  43%, 39% and 36% of the  Company's  net sales in 1997,
1996 and 1995, respectively. The Company's international network of subsidiaries


                                       -5-

<PAGE>


and distributors  currently extends to over 85 countries worldwide.  The Company
markets products  throughout  Europe,  the Middle East, Africa, and a portion of
South America  through its  subsidiary in the United  Kingdom,  throughout  Asia
through its subsidiary in Australia and distributes  products to Japan,  Central
America and the remainder of South America from its United States  headquarters.
The Company distributes its products directly in the United Kingdom,  Australia,
Canada, Germany, France, New Zealand and South Africa. In all other parts of the
world the Company  distributes  its products  through  strategic  alliances with
local  distributors.  As in the United States  market,  the primary asset of the
Company's international operations is the Remington brand name.

    The Company distributes  products  internationally  through electric product
stores,  drug stores,  specialized shaver shops,  catalog showrooms,  department
stores,  mail order and television and the Company's  service stores.  As in the
United States,  Remington has established direct  relationships with many of the
leading international retailers.

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

ITEM 2.           Properties

    The Company's executive offices and sole manufacturing  facility are located
at 60 Main Street, Bridgeport,  Connecticut,  06604. The following is additional
information concerning the principal facilities of the Company.

Facility           Function                                    Square Feet

Bridgeport, CT     Headquarters (Owned)                          40,000
Bridgeport, CT     Manufacturing (Owned)                        167,000
Milford, CT        Warehouse (Leased)                           100,000

         In addition to these properties, Remington leases offices and warehouse
space in Canada, United Kingdom,  Germany, France, Australia, New Zealand, South
Africa,  Ireland,  Sweden and Hong Kong, and 112 service stores, of which 93 are
in the United States, ten are in the United Kingdom and nine are in Australia.

ITEM 3.           Legal Proceedings

     The Company and Philips are engaged in litigation in the United Kingdom and
Australia  relating to certain trademarks and designs issued to Philips relating
to Philips'  triple head rotary shaver.  In these  proceedings,  Philips alleged
infringement  of its  trademarks  and  designs by the  Company  and the  Company
counter-claimed  that Philips'  trademark and design  registrations are invalid.
The U.K. trial court found in favor of the Company and Philips has appealed that


                                       -6-

<PAGE>


decision.  The trial in the  Australian  action is scheduled for  mid-1998.  The
costs  of  defending  the  U.K.  and  Australian   litigation  are,  in  certain
circumstances,  shared with Izumi,  the  Company's  supplier of rotary  shavers.
Izumi is also pursuing actions against Philips in Sweden to contest the validity
of certain of Philips' trademarks.  If such litigation is ultimately  determined
adversely to the Company or Izumi, the Company's  ability to sell rotary shavers
in such  countries  could be limited or  prohibited.  In 1997, the Company's net
sales of rotary shavers in Europe were not material.

    In December 1997, the Company settled all litigation with Dickson Industries
Co., Ltd. and Charles W. Howard which was pending in the U.S. District Court for
the Eastern District of California. The litigation,  which was commenced against
Remington in December  1996 alleged that  Remington  infringed a patent owned by
Mr.  Howard,  which was licensed to Dickson,  relating to certain  curling irons
sold by the Company. The Company agreed to cease distribution of the product and
the settlement had no material  effect on the Company's 1997 financial  position
or results of operations.

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


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

    No matters were submitted to a vote of securities holders.

                                     PART II

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

(a) Market Information

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

(b) Holders

    As of March 15, 1998, there were two holders of the common equity securities
of the Company.

(c) Dividends

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

                                       -7-

<PAGE>



(d) Recent Sales of Unregistered Securities

    None.


ITEM 6.  Selected  Financial  Data

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


<TABLE>
<CAPTION>


                                      Successor                                      Predecessor
                         --------------------------------------   -----------------------------------------------------------------
                          Year             31 Weeks           21 Weeks                                   3 Months           Year
                         Ended              Ended             Ended            Year Ended                  Ended            Ended
                        December 31,       December 31,       May 23,    December 31,   December 31,      Sept. 30
                                                                         ---------------------------
                         1997               1996               1996           1995          1994              1993          1993
                     ---------------    -----------------  -----------   ---------------  ----------     -------------    ---------
<S>                  <C>                <C>                <C>           <C>              <C>            <C>              <C>


Statement of
Operations Data:
Net sales               $241,572          $185,286         $ 56,713         $255,323        $261,446         $71,152        $156,665
Operating  income
       (loss)             14,146            12,508          (16,951)          26,516          21,228           5,459           7,681
Interest expense          19,318            12,164            2,228            7,604           6,414           1,248           4,066
Net income (loss)         (7,923)           (3,172)         (18,191)          17,240          14,725           4,024           3,021
Balance Sheet Data
(at period end):
Working capital           76,361          $ 77,860              N/A         $ 47,223        $ 62,862        $ 70,164             N/A
Total assets             205,245           214,823              N/A          170,922         160,543         175,567             N/A
Total debt               180,831           171,631              N/A           56,990          55,093          71,931             N/A
Cumulative  Preferred
       Dividend (1)       12,932             4,576

</TABLE>

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

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  statement  of  operations,
including its net sales by its U. S. operations (including export sales from the
U.S.), U.S. service stores,  and  international  operations  (including  service


                                       -8-

<PAGE>


stores in the  United  Kingdom  and  Australia)  and the  Company's  results  of
operations as a percentage  of net sales for the years ended  December 31, 1997,
1996 and 1995. To facilitate  comparison of the operating results of the periods
set forth below, results of operations for the year ended December 31, 1996 were
obtained by  combining,  without  adjustment,  the results of  operations of the
predecessor  company  from  January  1, 1996 to May 23,  1996 (the  "Predecessor
Period")  with those of the Company for the period from May 24, 1996 to December
31, 1996 (the "Successor  Period").  The discussion should be read in connection
with the  Consolidated  Financial  Statements  and  accompanying  notes  thereto
appearing elsewhere herein.

<TABLE>
<CAPTION>

                                              Successor               Successor and Predecessor           Predecessor
                                           ---------------------      -------------------------     --------------------------
                                               Year Ended                  Combined Year Ended               Year Ended
                                           December 31, 1997                 December 31, 1996           December 31, 1995
                                            --------------------       ------------------------        -----------------------
                                               $              %               $              %                $             %
                                            ------          ----           -------         ----            ------         -----
<S>                                         <C>             <C>            <C>             <C>             <C>            <C>

     Net Sales:
        U.S.                                $ 99.6          41.2            $113.2         46.7            $131.2         51.4
        U.S. service stores                   38.6          16.0              33.7         13.9              32.9         12.9
        International                        103.4          42.8              95.1         39.4              91.2         35.7
                                            ------        ------              ----        -----            ------        -----
                                                                              
                                             241.6         100.0             242.0        100.0             255.3        100.0
     Cost of sales                           141.3          58.5             152.7         63.1             143.2         56.1
                                            ------        ------                --        -----             -----        -----
                                                                             
     Gross profit                            100.3          41.5              89.3         36.9             112.1         43.9
     Selling, general and
          administrative                      84.3          34.9              91.9         37.9              83.9         32.9
     Intangible amortization                   1.9           0.8               1.9          0.8               1.7          0.6
                                          --------       -------            ------       ------           -------       ------
                                                                              
     Operating income (loss)                  14.1           5.8             (4.5)        (1.8)              26.5         10.4

     Interest expense                         19.3           8.0              14.4          5.9               7.6          3.0
     Other expense (income)                    0.5           0.2               0.3          0.1               0.4          0.2
                                          --------       -------            ------       ------           -------         ----
                                                                               

     Income (loss) before income
          taxes                               (5.7)         (2.4)            (19.2)        (7.9)             18.5          7.2

     Provision for income
          taxes                                2.2           0.9               2.2          0.9               1.3          0.5
                                          --------       -------            ------        -----           -------        -----
                                                                               

     Net income (loss)                       $(7.9)         (3.3)           $(21.4)       (8.8)             $17.2          6.7
                                            ======        ======           =======       ======             =====        =====

</TABLE>

Year Ended December 31, 1997 compared to the year ended December 31, 1996

     Net  Sales.  Net sales for the year ended  December  31,  1997 were  $241.6
million  compared to $242.0  million for the previous  year.  International  net
sales and U.S. service store sales demonstrated strong results for 1997 with 

                                       -9-

<PAGE>


increases of 8.7% and 14.5%,  respectively  over the prior year.  These  results
were more than offset by a decline in net sales in the United States.

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

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

    International  net sales  increased  to $103.4  million  in 1997 from  $95.1
million in 1996 as a result of the United Kingdom and Australian operations. Net
sales in the  United  Kingdom  increased  14.0% in 1997 as a  result  of  strong
demand,  particularly  in the personal  care product  sales.  Despite a negative
currency  impact,  net sales in Australia  increased 11.0% in 1997 due to strong
demand for new personal care products and growth in retail  service  stores from
three  stores in 1996 to nine stores at December 31,  1997.  These  results were
somewhat  offset by lower net sales in Germany in 1997 due to lower demand and a
negative currency impact, while Canadian net sales remained flat year to year.

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

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

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


                                      -10-

<PAGE>



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

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

Year Ended December 31, 1996 compared to the year ended December 31, 1995

    Net  Sales.  Net sales for the year  ended  December  31,  1996 were  $242.0
million  compared to $255.3  million for the previous  year, a decrease of 5.0%.
The  decrease  in net  sales in 1996 was due to a  decline  in net  sales in the
United  States to $113.2  million  in 1996 from  $131.2  million in 1995 and was
partially offset by a 4.0% increase in international  net sales to $95.1 million
in 1996 from $91.2 million in 1995.

    Net sales in the  United  States  were down 14%  primarily  as a result of a
decline in hair dryer sales due to  competitive  pricing and the late arrival of
certain new curling  irons which delayed  introduction  past the key fall season
which were subsequently cancelled. In addition,  lower average pricing of shaver
products and inventory  reduction programs instituted by certain major retailing
customers also negatively impacted sales in 1996.

    Net sales through the Company's U.S.  service stores increased 2.0% to $33.7
million in 1996 from $32.9 million in 1995.  Same store sales declined 1.2% from
1995 to 1996.  The  decrease  in same store net sales was due to a  decision  to
eliminate  certain knife product offerings and the impact of five fewer shopping
days in the  Thanksgiving to Christmas  holiday selling season.  Sales increased
overall due to the opening of 4  permanent  stores and 12 seasonal  stores for a
total of 88 stores open through the 1996 holiday shopping  season.  The seasonal
stores were operated on a temporary basis with no future lease  commitment and 8
were closed before December 31, 1996.

    International  net sales  increased 4.0% to $95.1 million in 1996 from $91.2
million in 1995.  Most of this increase  occurred in Australia  which  increased
22.4% in 1996 as a result of volume  increases across most product lines and the
acquisition of a chain of 3 service stores in July 1996. Net sales in the United
Kingdom  increased  5.1% in 1996 due to strong sales of personal  care  products
which more than offset a modest  decline in shaver and  accessory  sales.  These
results  were  somewhat  offset by lower net sales in Germany  and Canada due to
continued  weakness in the German economy and the bankruptcy of Canada's largest
customer in July 1996.

    Gross  Profit.  Gross  profit  decreased to $89.3  million,  or 36.9% of net
sales,  in 1996 from $112.1  million or 43.9% of net sales in 1995.  The largest
factor  contributing to the decline in margin was the lack of new shaver product
offerings  in the U.S.,  which  resulted  in reduced  selling  prices on certain
shaver lines and higher costs  associated with promotional  gifts.  Margins were
down  slightly in the United  Kingdom,  Germany  and Canada,  but were offset by
strength in  Australia.  In  addition,  approximately  2.0% of the gross  profit
margin percentage decline is due to inventory valuation adjustments.

     Selling,  General and Administrative.  Selling,  general and administrative
expenses  increased to $91.9 million in 1996, or 37.9% of net sales,  from $83.9
million,  or 32.9% of net sales in 1995.  The increase was  primarily due to the


                                      -11-

<PAGE>


$10.9 million in non-recurring expenditures related to the reorganization in May
1996.  In  addition,  advertising  expenses  decreased  due to the  year to year
difference  in new product  introductions  and selling  and  marketing  expenses
increased slightly due to costs associated with new service stores.

    Operating  Income  (Loss).  Operating  income  decreased to a loss of $(4.5)
million,  or (1.8)% of net sales, in 1996 from income of $26.5 million, or 10.4%
of net sales, in 1995.

    Interest  Expense.  Interest expense increased to $14.4 million in 1996 from
$7.6 million in 1995.  Approximately $8.7 million of this increase is due to the
new senior  subordinated  notes issued May 23, 1996. This increase was partially
offset by lower rates on the refinanced term and revolving credit borrowings.

    Provision for Income Taxes.  The provision for income taxes was $2.2 million
in 1996 as  compared to $1.3  million in 1995.  The 1996  provision  for foreign
income taxes increased by $0.8 million primarily due to the benefit in 1995 from
the utilization of foreign net operating loss  carryforwards and the reversal of
valuation allowances on foreign deferred tax asset balances.

Liquidity and Capital Resources

    For the year ended  December 31, 1997, the Company used  approximately  $8.0
million in cash for  operating  activities,  compared to providing  cash of $5.8
million in 1996. The primary  reasons for the lower cash flow in 1997 were lower
receivable  collections resulting from lower fourth quarter sales in 1996 versus
1995 and increased interest payments as a result of the new Senior  Subordinated
Notes issued May 23, 1996.

    The Company's  operations are not capital  intensive.  During 1997 and 1996,
the Company  purchased  property,  plant and  equipment of $5.1 million and $3.7
million,  respectively.  The Company's 1998 capital  expenditure  budget is $4.7
million, of which approximately $1.7 million will be used for purchases of tools
and molds for new products.

    During 1997, the Company repaid  aggregate  scheduled  principal  amounts on
term loans of $1.0 million,  and increased its net  borrowings  under  revolving
credit agreements by $10.9 million.

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




                                      -12-

<PAGE>



Effects of Changes in Exchange Rates

     The  Company's  results of  operations  are affected by changes in exchange
rates as the Company  prices its  products in certain  foreign  markets  such as
Europe,  Canada and  Australia in local  currency.  While many of the  Company's
foreign selling and distribution costs are also denominated in these currencies,
a large portion of the product costs are U.S. dollar denominated. As a result, a
decline in the value of the U.S. dollar  relative to these other  currencies can
have a favorable effect on the profitability of the Company and, conversely,  an
increase in the value of the U.S. dollar relative to these other  currencies can
have a negative effect on the  profitability  of the Company.  The Company takes
precautions against these fluctuations by entering into foreign exchange forward
contracts, which, in effect, lock in the cost for products the Company's foreign
subsidiaries  purchase. As of December 31, 1997, forward contracts to sell $15.3
million U.K. Pounds Sterling were outstanding, all of which mature in 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 Company  continues to assess its exposure  related to the impact of the
Year 2000 date  issue.  The Year 2000 date issue  arises from the fact that many
computer  programs  use only two digits to identify a year in a date field.  The
Company's key financial  and  operational  systems have been reviewed and it has
been  determined  that the majority of the systems do not require  modification.
Accordingly,  management does not expect that any costs to be incurred will have
a  material  adverse  impact on the  Company's  financial  position,  results of
operations or cash flows.  However,  the Company could be adversely  impacted by
the Year 2000 date issue if  suppliers,  customers  and other  businesses do not
address this issue successfully.  Management  continues to assess these risks in
order to reduce the impact on the Company.


                                      -13-

<PAGE>



ITEM 8.  Financial Statements and Supplementary Data

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


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

         None

                                    PART III

ITEM 10.  Directors and Executive Officers.

         The following  table sets forth certain  information  (ages as of March
15, 1998) with respect to each executive  officer of the Company and individuals
who are directors on the Remington Management Committee.

         Name                 Age              Positions and Offices
---------------------       ------             -------------------------------
Neil P. DeFeo                 51               Chief Executive Officer,President
                                                  and Director
Alexander R. Castaldi         47               Executive Vice President and
                                                  Chief Financial Officer
Lawrence D. Handler           52               President, Remington Service
                                                  Stores
Geoffrey L. Hoddinott         54               Vice President, Remington Europe,
                                                  Africa and Middle East
H. Graham Kimpton             62               Vice President, Remington
                                                  Australia and Asia
Lester C. Lee                 37               Senior Vice President Sales and
                                                  Integrated Logistics
Michael A. Linton             41               Vice President, Marketing
Allen S. Lipson               55               Vice President, Administration,
                                                   General Counseland Secretary
Timothy G. Simmone            32               Vice President, Chief Technical
                                                  Officer
Victor K. Kiam, II            71               Chairman and Director
Norman W. Alpert              39               Director
William B. Connell            57               Director
Victor K. Kiam, III           38               Director
Kevin A. Mundt                44               Director
Arthur J. Nagle               59               Director
Daniel S. O'Connell           43               Director
Robert L. Rosner              38               Director


                                      -14-

<PAGE>



     Neil P.  DeFeo has  served as  President,  Chief  Executive  Officer  and a
Director of the Company  since January  1997.  From 1993 to 1996,  Mr. DeFeo was
Group Vice President, U.S. Operations for The Clorox Company. For 25 years prior
to 1993, Mr. DeFeo worked for Procter & Gamble in various  executive  positions,
including Vice President and Managing Director,  Worldwide  Strategic  Planning,
Laundry and Cleaning Products.

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

     Lawrence D. Handler has been President,  Remington  Service  Stores,  since
June 1996 and was Vice  President  and Chief  Financial  Officer of the  Service
Stores  from  January  1995 when he joined the  Company  until  June 1996.  From
January  1994  until  December  1994,  Mr.  Handler  was  a  private   financial
consultant,  specializing in retail  operations and from May 1993 until December
1993 he was Vice President and Chief Financial  Officer of Terrific  Promotions,
Inc.  From March 1992 until May 1993, he was Vice  President  and  Controller of
Value Merchants, Inc.

     Geoffrey L.  Hoddinott  is Vice  President,  Remington  Europe,  Africa and
Middle East.  Mr.  Hoddinott  has been managing  director of the United  Kingdom
operation since he joined the Company in November 1981.

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

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

    Michael A. Linton,  was appointed  Vice  President  Marketing in March 1997.
Prior to joining the Company,  he was with James River Corporation since 1993 as
Marketing Director and most recently as Vice President,  General Manager,  Towel
and Tissue Category.  From 1987 to 1993, Mr. Linton held various  positions with
Progressive Insurance Company,  including Division General Manager and Assistant
Vice President.

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

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

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

                                      -15-

<PAGE>

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

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

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

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

     Arthur J. Nagle has been a Director of Remington  since May 1996. Mr. Nagle
is a Managing  Director of Vestar Capital Partners and was a founding partner of
Vestar at its inception in 1988.  Mr. Nagle is a director of Aearo  Corporation,
Chart House  Enterprises,  Inc.,  Clark-Schwebel,  Inc.  and La Petite  Holdings
Corporation,  all companies (other than Chart House Enterprises,  Inc.) in which
Vestar or its affiliates have a significant equity interest.

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

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


                                      -16-

<PAGE>

ITEM 11.  Executive Compensation

Compensation of Executive Officers

    The following Summary  Compensation Table includes  individual  compensation
information  during each of the years ended  December 31, 1996 and 1997 for each
individual who served in the position of the Company's Chief  Executive  Officer
("CEO") during 1997 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 1997  (collectively,  the "Named  Executive  Officers")  for services
rendered in all capacities to the Company.

<TABLE>
<CAPTION>

                                                            Annual Compensation                         All Other
Name and Principal Position                      Year     Salary ($)(1)    Bonus ($)(2)             Compensation  ($)
---------------------------                     -----     -------------    ------------             ---------------
<S>                                             <C>       <C>              <C>                      <C>
Neil P. DeFeo, President, CEO and               1997        $392,000        $200,000                $ 214,048(4)
    Director (3)

Alexander R. Castaldi, Executive VP             1997         265,000         132,000                    3,189(6)
    and CFO (5)                                 1996          25,500           --

Allen S. Lipson, VP, Administration             1997         195,400          78,400                    4,413(7)
    General Counsel & Secretary                 1996         188,900         452,123(8)                 5,521(7)

Lawrence D. Handler, President,                 1997         154,100          65,500                    2,745(6)
    Remington Service Stores                    1996         133,200          76,065(9)                 1,394(6)

Michael A. Linton, VP Marketing (10)            1997         129,500          61,868                    1,637(6)

F. Peter Cuneo, former President                1997          32,308            --                    151,483(12)
    and CEO(11)                                 1996         418,200            --                      6,156(12)

</TABLE>
-----------------------
(1)  Includes  compensation  earned during the year but deferred pursuant to the
     Company's Deferred Compensation Plan.

(2)  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.

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

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

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

(6)  Company matching contribution to the Company's 401(k) Plan.

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

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

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

(10) Mr. Linton became Vice President Marketing in March 1997.

(11) Mr. Cuneo ceased to be employed by the Company in January 1997.

(12) The  amounts  shown  include  payments  upon  termination   pursuant  to  a
     termination agreement totaling $150,512,  Company matching contributions to
     the Company's 401 (k) Employee  Savings Plan of $646 and $2,250 in 1997 and
     1996 and disability  insurance  premium payments of $325 and $3,906 in 1997
     and 1996.

                                      -17-

<PAGE>

Compensation of Directors

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

Compensation Committee Interlocks and Insider Participation

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

    The Company has an employment  agreement  with Mr. DeFeo which  provides for
his continued  employment as President and Chief  Executive  Officer through the
year 2000, unless earlier  terminated.  The agreement provides for a base salary
of not less than $400,000,  of which  $100,000 is deferred,  and an annual bonus
not less than  $200,000 in the event the Company  achieves  100% of the criteria
established  by the Management  Committee for such year. The agreement  provides
for Mr. DeFeo to receive 18 months of salary  continuation plus the annual bonus
he would have been  entitled to if his  employment is  involuntarily  terminated
other  than for  "cause" or if he  resigns  for "good  reason ", or 12 months of
salary  continuation plus annual bonus in the event the agreement is not renewed
by the  Company.  The Company is required to provide Mr.  DeFeo with a letter of
credit equal to the  severance  benefit  payable to Mr. DeFeo until such time as
the Company's earnings (before interest,  taxes,  depreciation and amortization)
exceeds $26 million. The Company is also required to provide Mr. DeFeo with term
life insurance in the amount of not less than $500,000.

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

Deferred Compensation Plan

    During 1997, the Company  established a Deferred  Compensation Plan pursuant
to which eligible executive  employees  (including the Named Executive Officers)
may elect to defer all or a portion  of the bonus  otherwise  payable  under the
Company's Bonus Plan and up to 33% of their annual salary,  and such amounts are
placed into a deferral account. The participants may select various mutual funds
in  which  all or a part of  their  deferral  accounts  shall  be  deemed  to be
invested. Distributions from a participant's deferral accounts will be paid in a
lump  sum or in  equal  annual  installments  over a  period  of up to 15  years


                                      -18-

<PAGE>

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

Phantom Equity Program

    In January 1998,  the Company  replaced its  Management  Option  Program and
adopted a Phantom  Equity  Program  under which a maximum of 21% of the value of
the Company's Common Units and Preferred Equity (together,  the "Equity") can be
awarded to  selected  officers  and other key  employees  of the Company and its
affiliates.  Awards  under  the  Phantom  Equity  Program  replaced  all  of the
Management  options  previously  issued to  management  and also resulted in the
Company  repurchasing  from management all Common Units originally  purchased in
connection  with the  reorganization  of the  Company in May 1996.  See Item 13,
Certain  Relationships and Related  Transactions.  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  payable,  at the Company's
option, in up to five equal annual installments or upon an IPO or Company sale.

     The performance and super  performance based awards are similar to the time
based awards except that performance  based award vests in stages as the Company
achieves specified  performance  targets while the super performance based award
vests entirely upon the  achievement  of a single target.  Payment of the awards
does not occur until and is dependent upon the achievement of both a performance
criteria  and an event  criteria.  The event  criteria is a Company sale or when
Vestar's ownership falls below 10% of the Common Units. The performance criteria

                                      -19-

<PAGE>


for the  performance  based award  vests in  segments  as the  Company  achieves
specified  performance  targets  while  there is only one  target  for the super
performance  based award. Any performance or super performance based award which
is not fully vested by December 31, 2002 is automatically terminated.

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

    The following table contains  information  with respect to grants of phantom
awards to each of the Named Executive Officers in January, 1998:
<TABLE>
<CAPTION>
                                                                                                       
                                                                                                      Assumed Annual
                                                                                                       Rated of Stock
                                                      Individual Grants                          Appreciation for Award Term(4)
                           --------------------------------------------------------------------------------------------------   
                           Number of Securities                        Exercise or
                           Underlying                % of Total        Base Price   Expiration
      Name                 Award's Granted(1)         SARs Granted(2)   ($/Sh)(3)       Date          5%($)    10%($)
------------------         ------------------        ---------------   ---------    -----------      ------   -------
<S>                        <C>                       <C>               <C>          <C>              <C>      <C>
Neil P. DeFeo              4.00(5)                   32.9               N/A         12/31/2009        N/A     N/A
                           2.00(6)                   34.2               N/A         12/31/2002        N/A     N/A

Alexander R. Castaldi      1.30(5)                   10.7               N/A         12/31/2009        N/A     N/A
                           0.50(6)                    8.5               N/A         12/31/2002        N/A     N/A
                           0.22(7)                   13.0               N/A         12/31/2002        N/A     N/A

Allen S. Lipson            0.90(5)                    7.4               N/A         12/31/2009        N/A     N/A
                           0.35(6)                    6.0               N/A         12/31/2002        N/A     N/A
                           0.16(7)                    9.5               N/A         12/31/2002        N/A     N/A

Lawrence D. Handler        0.35(5)                    2.9               N/A         12/31/2009        N/A     N/A
                           0.20(6)                    3.4               N/A         12/31/2002        N/A     N/A
                           0.09(7)                    5.3               N/A         12/31/2002        N/A     N/A

Michael A. Linton          0.60(5)                    4.9               N/A         12/31/2009        N/A     N/A
                           0.30(6)                    5.1               N/A         12/31/2002        N/A     N/A
                           0.13(7)                    7.7               N/A         12/31/2002        N/A     N/A
</TABLE>
---------------------  
(1)       Indicates the applicable percentage of the Company's Equity underlying
          each award granted.

(2)       Indicates the % of total time, performance and super performance based
          award granted.
         
(3)       There is no exercise price and as of the time of the grant,  there was
          no market price for the Company's Equity.

(4)       The Company's  Equity is not  registered  under the  Securities Act of
          1933 and is therefore not publically 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 and IPO. See above for a complete description
          of the Phantom Equity Program and the determination of payouts.

(5)       Grant of Time Based award. 

(6)       Performance Based award. 

(7)       Super Performance Based award. 

401(k) Plan

    The Company  maintains a savings plan (the "Savings  Plan")  qualified under
Sections  401 (a) and  401(k)  of the  Internal  Revenue  Code.  Generally,  all
employees of the Company in the United States who have completed three months of
service are eligible to  participate  in the Savings Plan. For each employee who


                                      -20-

<PAGE>

elects to participate in the Savings Plan and makes a contribution  thereto, the
Company  makes  a  matching  contribution  of  40%  of the  first  5% of  annual
compensation  contributed.  The maximum contribution for any participant for any
year is 15% of such participant's eligible compensation.

ITEM 12.  Security Ownership of Certain Beneficial Owners and Management

    Set forth  below is  certain  information  regarding  the  ownership  of the
Preferred Equity and Common Units of Remington by each person known by Remington
to  beneficially  own 5.0% or more of the  outstanding  interests  of either the
Preferred Equity or Common Units,  each Director and Named Executive Officer and
all Directors and executive  officers as a group as of March 15, 1998. Except as
indicated  below,  the  address  for  each of the  persons  listed  below is c/o
Remington  Products Company,  L.L.C., 60 Main Street,  Bridgeport,  Connecticut,
06604.

<TABLE>
<CAPTION>
                                                             Preferred Equity          Common Units
     Name                                                Capital (1)      %          Number        %
---------------------                                    -----------    ----         ------       ----
<S>                                                      <C>            <C>          <C>          <C>
Vestar Equity Partners (2)(3)                            $30,000,000    48.4%        34,400        50%
     245 Park Avenue, 41st Floor
     New York, New York 10167
RPI Corp. (3)                                             32,000,000    51.6%        34,400        50%
     350 Fifth Avenue, Suite 5408
     New York, New York 10118
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 Directiors and Executive Officers,  and
     are stockholders of VAC. Individually, no stockholder,  director or officer
     of VAC is deemed to have or share such voting or  investment  power  within
     the meaning of Rule 13d-3 under the Exchange Act.  Accordingly,  no part of
     the  Preferred  Equity or Common  Units is  beneficially  owned by  Messrs.
     Alpert,  Nagle,  O'Connell or Rosner or any other stockholder,  director or
     officer of VAC.

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

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

(5)  Messrs.  Alpert, Nagle,  O'Connell and Rosner are affiliated with Vestar in
     the capacities described in Item 10 Directors and Executive Officers.

                                      -21-

<PAGE>



Ownership  of  Remingtonequity  interests  for these  individuals  includes  the
$30,000,000  of Preferred  Equity and 34,440 Common Units  included in the above
table  beneficially  owned by Vestar through the Vestar  Members,  of which such
persons disclaim  beneficial  ownership.  Each such person's business address is
c/o Vestar Equity Partners, L.P., 245 Park Avenue, 41st Floor, New York, New
York 10167.

ITEM 13.  Certain Relationships and Related Transactions

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

     Pursuant  to  a  consulting  and  transitional   services   agreement  (the
"Consulting  Agreement")  entered into in connection with the  reorganization of
the Company in 1996,  RPI receives an aggregate  annual fee equal to the sum of:
(i) the greater of $500,000 or 1.5% of EBITDA (as defined in such  agreement) of
the Company on a  consolidated  basis and (ii)  $250,000 in 1997 and 1998 if the
Company's net revenues or EBITDA (as defined in such  agreement)  exceed certain
targets in such  years,  for  rendering  advisory  and  consulting  services  in
relation to strategic financial planning,  product development and evaluation of
mergers,  acquisitions  and  divestitures.  The Consulting  Agreement will be in
effect until May 23, 2006, provided that the Consulting Agreement will terminate
on the  earlier to occur of: (i) a qualified  public  offering or (ii) the first
date that RPI owns less than 25% of the  number of the  Company's  Common  Units
owned by RPI on the May 23, 1996,  and provided  further that Vestar Capital may
terminate  the  Consulting  Agreement  at any time (but only to the extent  that
Vestar Capital also terminates similar provisions of the Management  Agreement).
RPI,  an entity  controlled  by the Kiams,  owns 50% of the Common  Units of the
Company and  possesses the right to designate  two of the nine  individuals  who
comprise the Management Committee of the Company.

     Pursuant to a Non-Competition  Agreement (the "Non-Competition  Agreement")
dated May 23, 1996, between the Company, Vestar Corp. and Victor K. Kiam, II and
Victor K. Kiam, III (the "Kiams"),  the Kiams may not compete with,  solicit any
customers of, own, manage or operate any business in competition with or perform
any action substantially detrimental to the Company's businesses. The provisions
of the  Non-Competition  Agreement will apply during the period the Kiams have a
Significant  Interest  (as  defined  in the  Non-Competition  Agreement)  in the
Company and thereafter  for: (i) five years,  with respect to electric  shavers,
shaver  accessories  and men's  grooming  products,  and (ii) three years,  with
respect

                                      -22-

<PAGE>


to women's personal care appliances, home health appliances,  travel appliances,
environmental  products,  dental  products  and small  kitchen  appliances.  The
Non-Competition  Agreement  allows  the  Kiams to  continue  to  market  certain
competing travel appliance products developed by an affiliate of the Kiams.

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


                                     PART IV

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

 (a) 1.  Financial Statements

     2.  Financial Statement Schedule

     3.  Exhibits

          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 by
               reference to Exhibit 3.1 in Registration  Statement onForm 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).

                                      -23-

<PAGE>

          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 Stearns & Co. Inc.  Incorporated  by
               reference  to  Exhibit  4.4 in  Registration  Statement  on  Form
               S-4(File Number 333-07429).

         10.1  Credit  and  Guarantee  Agreement  dated  as of  May  23,  1996
               among Remington,  certain of its subsidiaries,  varius 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.

         10.6  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).

         10.7  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).

         10.8  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).

                                      -24-

<PAGE>



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


        10.10  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).

        10.11  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).

        10.12  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).

        10.13  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).

        10.14  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).

        10.15  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).

        10.16  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).

        10.17  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).

        10.18  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).

                                      -25-

<PAGE>



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

        10.20  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).

        10.21  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.

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

        10.23  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.

        10.24  Form of Severance Agreement

        10.25  Form of Time Based Phantom Equity Agreement with  participants in
               the Phantom Equity Program.

        10.26  Form  of  Performance   Based  Phantom   Equity   Agreement  with
               participants in the Phantom Equity Program.

        10.27  Form of Super  Performance  Based Phantom  Equity  Agreement with
               participants in the Phantom Equity Program.

        10.28  Promissory Note dated January 14, 1998 from Remington to Allen S.
               Lipson for $150,000. 

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

        10.30  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).

        10.31  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).


                                      -26-

<PAGE>



        10.32  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).

        10.33  1998 Remington Bonus Plan.

        21     Subsidiaries of Remington.

        24.    Powers of Attorney.

        27     Financial Data Schedule.



                                      -27-

<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 27, 1998

     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 27, 1998.

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


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


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


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


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


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


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


                                      -28-

<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

<TABLE>
<CAPTION>



                                                                                                       Pages
                                                                                                      -------
Financial Statements
--------------------
<S>                                                                                                   <C>
     Independent Auditors' Report                                                                     F-2
     Report of Independent  Accountants                                                               F-3
     Consolidated  Balance Sheets as of
              December  31, 1997 and  December 31, 1996                                               F-4
     Consolidated  Statements  of Operations for each of the years in the three-year
              period ended December 31, 1997                                                          F-5
     Consolidated Statements of Members' Deficit/Partners' Capital for each of the
              years in the three-year period ended December 31, 1997                                  F-6
     Consolidated Statements of Cash Flows for each of the years in the three-year
              period ended December 31,1997                                                           F-7
     Notes to Consolidated Financial Statements                                                       F-8

Financial Statement Schedule
----------------------------
     Report of Independent Accountants on Supplemental Schedule                                       S-1
     Schedule II - Valuation and Qualifying Accounts for each of the years in the
                three year period ended December 31,1997                                              S-2

</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,
1997 and 1996, and the related consolidated  statements of operations,  members'
deficit/partners'  capital,  and cash flows for the year ended December 31, 1997
and for the  thirty-one  week period ended  December 31, 1996 and for  Remington
Products Company and subsidiaries  (the  "Predecessor")  for the twenty-one week
period ended May 23, 1996. Our audits also included the  consolidated  financial
statement  schedule  for 1997 and 1996  listed in the index to the  consolidated
financial  statements.  The 1997 and 1996 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, 1997 and 1996, and the results of their  operations and their
cash flows for the year ended December 31, 1997 and the  thirty-one  week period
ended December 31, 1996 and of the  Predecessor  for the twenty-one  week period
ended May 23, 1996 in conformity with generally accepted accounting  principles.
Also,  in our  opinion,  such  1997 and 1996  consolidated  financial  statement
schedule,  when  considered  in  relation  to the basic  consolidated  financial
statements  taken as a whole,  presents  fairly in all  material  respects,  the
information set forth therein.



                            DELOITTE & TOUCHE L.L.P.



Stamford, Connecticut
March 20, 1998

                                       F-2

<PAGE>







                        Report of Independent Accountants



To the Management Committee of 
REMINGTON PRODUCTS COMPANY:



     We have audited the  accompanying  consolidated  statements of  operations,
total  partners'  capital  and cash  flows of  Remington  Products  Company  and
Subsidiaries  (the  "Company")  for the year  ended  December  31,  1995.  These
financial  statements are the  responsibility of management of the Company.  Our
responsibility  is to express an opinion on these financial  statements based on
our audit.

     We conducted  our audit 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 audit provides a reasonable basis for our opinion.

    In our opinion,  the financial  statements referred to above present fairly,
in all material respects,  the consolidated results of operations and cash flows
of Remington  Products  Company and Subsidiaries for the year ended December 31,
1995, in conformity with generally accepted accounting principles.



                            COOPERS & LYBRAND L.L.P.



Stamford, Connecticut
March 4, 1996.







                                       F-3

<PAGE>






                       Remington Products Company, L.L.C.

                           Consolidated Balance Sheets
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                        December 31,         December 31,
                                                                           1997                   1996
                                                                        ------------         ------------
<S>                                                                     <C>                  <C>

ASSETS
Current assets:
    Cash and cash equivalents                                           $    5,408             $   7,199
    Accounts receivable, less allowance for doubtful accounts
             of  $734 in 1997 and $1,340 in 1996                            53,052                54,262
    Inventories                                                             60,507                63,785
    Prepaid and other assets                                                 1,525                 4,212
                                                                       -----------            ----------
            Total current assets                                           120,492               129,458
Property, plant and equipment, net                                          16,033                13,982
Intangibles, net                                                            60,538                62,520
Other assets                                                                 8,182                 8,863
                                                                       -----------            ----------
            Total assets                                                  $205,245              $214,823
                                                                          ========              ========
LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
    Accounts payable                                                     $  13,359              $ 16,414
    Short-term borrowings                                                    1,300                 1,153
    Current portion of long-term debt                                        1,417                 1,067
    Accrued liabilities                                                     28,055                32,964
                                                                        ----------              --------
            Total current liabilities                                       44,131                51,598
Long-term debt                                                             178,114               169,411
Other liabilities                                                            1,278                 1,521
Commitments and contingencies
Members' deficit:
     Members' deficit                                                     (15,894)               (7,351)
     Cumulative translation adjustment                                     (2,384)                 (356)
                                                                        ----------           -----------
            Total members' deficit                                        (18,278)               (7,707)
                                                                         ---------            ----------
            Total liabilities and members' deficit                        $205,245              $214,823
                                                                          ========              ========
</TABLE>




                            See notes to consolidated financial statements.






                                                   F-4

<PAGE>






                                   Remington Products Company, L.L.C.

                                  Consolidated Statements of Operations
                                             (in thousands)

<TABLE>
<CAPTION>


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

Net sales                                            $241,572         $185,286          $ 56,713           $255,323
Cost of sales                                         141,296          117,723            35,102            143,203
                                                   ----------         --------         ---------           --------
          Gross profit                                100,276           67,563            21,611            112,120
                                                        
Selling, general and administrative                    84,194           53,860            37,912             83,949
Amortization of intangibles                             1,936            1,195               650              1,655
                                                   ----------         --------         ---------           --------
         Operating income (loss)                       14,146           12,508          (16,951)             26,516
Interest expense                                       19,318           12,164             2,228              7,604
Other expense (income)                                    526              498             (115)                408
                                                   ----------         --------         ---------           ---------
         Income (loss) before income taxes            (5,698)            (154)          (19,064)             18,504
Provision (benefit) for income taxes                    2,225            3,018             (873)              1,264
                                                   ----------         --------         ---------           --------
         Net income (loss)                         $  (7,923)         $(3,172)         $(18,191)           $ 17,240
                                                   ==========         ========         =========           ========
Net loss applicable to common units                 $(16,279)         $(7,748)
                                                   ==========         ========


</TABLE>






                                See notes to consolidated financial statements.












                                                     F-5

<PAGE>







                       Remington Products Company, L.L.C.

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

<TABLE>
<CAPTION>
                                                                                                                   Total
                                                                                                                 Partners'
                                                                                               Cumulative        Capital/
                                       Preferred       Common        Other      Accumulated     Translation       Members'
                                        Equity         Units        Capital       Deficit      Adjustments       Deficit
                                      -----------    --------      ---------     ----------    ------------     ----------
<S>                                   <C>            <C>           <C>           <C>           <C>              <C>

REDECESSOR

Balance, December 31, 1994                                         $  59,496                   $   468          $ 59,964
    Net income                                                        17,240                                      17,240
    Foreign currency translation                                                                (1,259)           (1,259)
                                                                   ----------                 ----------        --------
Balance, December 31, 1995                                            76,736                      (791)           75,945
    Net loss                                                        (18,191)                                     (18,191)
    Foreign currency translation                                                                  (217)             (217)
    Effects of recapitalization: 
      Issuance of equity units        $62,000         $7,742                                                      69,742
      Excess of fair value over
            predecessor basis                                       (73,921)                                     (73,921)
      Cancellation of
             predecessor partners'
                capital                                             (58,545)                                     (58,545)
      Elimination of cumulative
            translation                                                                           1,008            1,008
                                      --------        -------      ----------                  ----------       ----------

Balance, May 23, 1996                 $62,000         $7,742       $(73,921)                   $    -           $ (4,179)
                                      =======         ======       =========                   ==========       =========
SUCCESSOR
Balance, May 24, 1996                 $62,000         $7,742       $(73,921)                                    $ (4,179)
    Net loss                                                                      $(3,172)                        (3,172)
    Preferred dividend                  4,576                                      (4,576)                             -
    Foreign currency translation                                                               $   (356)            (356)
                                      --------       -------       ----------     --------     ---------        ---------
Balance, December 31, 1996             66,576          7,742        (73,921)       (7,748)         (356)          (7,707)
    Net loss                                                                       (7,923)                        (7,923)
    Preferred dividend                  8,356                                      (8,356)                             -
    Repurchase of common units                         (620)                                                        (620)
    Foreign currency translation                                                                 (2,028)          (2,028)
                                      --------       -------       ----------     --------     ---------        ---------

Balance, December 31, 1997            $74,932         $7,122       $(73,921)      $(24,027)    $ (2,384)        $(18,278)
                                      =======         ======       =========      ========     =========        ==========

</TABLE>

                                See notes to consolidated financial statements.






                                                     F-6

<PAGE>


                       Remington Products Company, L.L.C.

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

                                                                              Year Ended December 31, 1996
                                                                Year         --------------------------------      Year
                                                                Ended          31 Weeks          21 Weeks         Ended
                                                             December 31,     Ended               Ended         December 31,
                                                                1997          December 31        May 23            1995
                                                             ------------     ------------      ------------     -----------
                                                             (Successor)        (Successor)     (Predecessor)    (Predecessor)
<S>                                                          <C>              <C>               <C>              <C>
Cash flows from operating activities:

   Net income (loss)                                          $ (7,923)         $(3,172)         $(18,191)      $17,240

   Adjustment to reconcile  net income  (loss) to net cash provided by (used in)
       operating activities:
       Depreciation                                              2,831            1,184             1,355         3,283
       Amortization of intangibles                               1,936            1,195               650         1,655
       Amortization of deferred financing fees                   1,072            1,260               262           690
       Deferred income taxes                                       (44)           1,251              (561)         (735)
       Foreign currency forward losses                             115            1,501                -             -
       Changes in assets and liabilities:
          Accounts receivable                                    1,210          (27,291)           41,043        (13,955)
          Inventories                                            3,278           (2,546)           (8,339)           299
          Accounts payable                                      (3,055)           5,392             1,187        (11,605)
          Accrued liabilities                                   (5,267)          10,731              (933)         3,579
          Other, net                                            (2,133)            ( 70)             (158)           202
                                                              --------         --------          ---------      --------
              Cash provided by (used in) operating activities  (7,980)          (10,565)            16,315           653
                                                              --------         --------          --------       -------
Cash flows from investing activities:
   Capital expenditures                                        (5,078)           (2,399)           (1,310)        (3,291)
   Payment for purchase of Company, net                              -         (139,750)              -              -
   Proceeds from working capital adjustment                      2,500                -               -              -
   Other                                                           204             (181)              -              -
                                                              --------        ---------          ---------      ---------
              Cash used in investing activities                (2,374)         (142,330)           (1,310)        (3,291)
                                                              --------        ---------          --------       --------
Cash flows from financing activities:
   Proceeds from sale of senior subordinated notes                 -            129,026               -             -
   Net  repayments under term loan facilities                     (965)          (3,463)           (3,600)       (13,550)
   Net borrowings (repayments) under credit facilities          10,938            1,564           (12,353)        14,965
   Equity investments (repurchases)                               (620)          34,302               -            -
   Debt issuance costs                                               -           (9,075)              -            -
   Other, net                                                     (251)           1,595               -             354
                                                               --------        ---------         ----------      --------

              Cash provided by (used in) financing activities    9,102          153,949           (15,953)         1,769

              Effect of exchange rate changes on cash             (539)             503              (214)            51
                                                              --------        ---------         ---------      ---------
Increase (decrease) in cash and cash equivalents                (1,791)           1,557            (1,162)         (818)
Cash and cash equivalents, beginning of period                   7,199            5,642             6,804         7,622
                                                              --------        ---------         ---------      --------
            Cash and cash equivalents, end of period          $  5,408        $   7,199         $   5,642      $  6,804
                                                              ========        =========         =========      ========
Supplemental cash flow information:

       Interest paid                                           $18,756         $  9,121           $ 1,874       $ 6,936
       Income taxes paid                                      $  2,493          $ 1,563          $    440       $ 1,073

</TABLE>

                                See notes to consolidated financial statements.
                                         Remington Products Company, L.L.C.



                                       F-7

<PAGE>



                   Notes to Consolidated Financial Statements



1.   Summary of Significant Accounting Policies

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

      Organization:

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

     Basis of Presentation:

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

      The  preparation  of financial  statements  in conformity  with  generally
accepted accounting principles requires management to make certain estimates and
assumptions  that  affect  the  reported  amount of assets and  liabilities  and
disclosure of  contingent  assets and  liabilities  at the date of the financial
statements and the reported amounts of revenues and expenses during the reported
periods. Actual results could differ from those estimates.

     Cash and Cash Equivalents:

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

     Inventories:

     The inventories of foreign subsidiaries and purchased product for resale by
the  merchandising  and service store operations are valued at the lower of cost
or market utilizing the first-in, first-out (FIFO) method. Domestic manufactured
inventories,  which represent approximately 15% of the consolidated  inventories
as of December 31, 1997 and 28% at 1996, are stated at the lower of cost or
market,  with cost  determined by the last-in,  first-out  (LIFO) method.  As of
December  31, 1997 and 1996,  the excess of current  replacement  cost over LIFO
cost of  inventories  was not  significant.  In the fourth  quarter of 1996, the
Company  recorded a charge of approximately  $3.9 million for certain  inventory
valuation adjustments.

                                       F-8

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


     Property, Plant and Equipment:

    Property,  plant and equipment is recorded primarily at cost. In conjunction
with the Reorganization (See Note 2), property, plant and equipment was restated
to reflect  fair value  excluding  the  ownership  percentage  retained  by RPI.
Depreciation  is provided  for  principally  on a  straight-line  basis over the
estimated useful lives of the assets, which range from 3 to 20 years.  Leasehold
improvements  are  amortized  over the lesser of the lease term or the estimated
useful lives of the improvements.

      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. The Company  periodically  evaluates the  recoverability  of goodwill and
measures the amount of impairment, if any, by assessing whether the amortization
of the  goodwill  balance  over  its  remaining  life can be  recovered  through
undiscounted future operating cash flows.

      Costs  associated with obtaining  financing  arrangements  are included in
other assets and are being amortized over the term of the related borrowings.

      Options:

     Financial  Accounting  Statement  No.  123,  "Accounting  for  Stock  Based
Compensation",  (SFAS 123) requires expanded disclosures of employee stock based
compensation  arrangements  and encourages,  but does not require,  employers to
adopt  a fair  value  based  method  of  accounting  for  employee  stock  based
compensation.  Under the fair value based method,  compensation cost is measured
at the grant date based on the value of the  option and is  recognized  over the
service period,  which is usually the vesting  period.  As provided by SFAS 123,
the Company follows Accounting  Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees",  for employee stock compensation measurement,  which
does not require  compensation  expense  recognition  when the exercise price of
stock  options is greater  than or equal to current  market value at the date of
the stock option grant.

     Research and Development:

     Research and development  costs related to both present and future products
are  expensed as  incurred.  Such costs  totaled $2.8 million for the year ended
December 31,  1997;  $1.3 million for the  thirty-one  weeks ended  December 31,
1996; $0.8 million for the twenty-one weeks ended May 23, 1996; and $1.9 million
for the year ended December 31, 1995.

     Income Taxes:

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

     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 weighted average exchange rate for the
period. Translation adjustments arising from the use of differing exchange rates
from period to period are  included  in the  cumulative  translation  adjustment
account  in  members'  deficit  or total  partners'  capital.  Foreign  currency
transaction  gains and  losses,  including  mark-to-market  gains and  losses on
forward  contracts are recognized in earnings and totaled $(0.7) million for the
year ended  December 31, 1997;  $(0.7)  million for the  thirty-one  weeks ended
December 31, 1996;  $(0.1) million for the  twenty-one  weeks ended May 23, 1996
and $0.2 million for the year ended December 31, 1995.

                                      F-9

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

    Recent Accounting Pronouncements: 

     In June of 1997, the Financial  Accounting  Standards Board ("FASB") issued
SFAS No. 130, "Reporting  Comprehensive  Income," which requires  disclosures of
comprehensive income to be included in the financial statements for fiscal years
beginning after December 15, 1997. The Company will include such  statement,  if
applicable, beginning with the first quarter of 1998.

     In  addition,  in June of 1997,  the FASB issued SFAS No. 131,  "Disclosure
About Seqments of an Enterprise and Related  Information." SFAS No. 131 requires
disclosures of certain  information about operating  segments and about products
and services,  the geographic areas in which a company operates, and their major
customers. The Company is presently in the process of evaluating the effect this
new standard will have on disclosures in the Company's financial  statements and
the required  information will be reflected in its financial  statements for the
year eneded December 31, 1988.

    Reclassifications:

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

2.  Reorganization

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

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

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

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

                                      F-10

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)




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

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

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

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

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

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

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

3. Inventories

      Inventories  were  comprised of the  following as of December 31, 1997 and
1996 (in thousands):
<TABLE>
<CAPTION>
                                                                                1997                 1996
                                                                              ---------            ---------
                     <S>                                                      <C>                  <C>

                     Finished goods                                            $ 55,099            $ 59,205
                     Work in process                                              5,392               4,556
                     Raw materials                                                   16                  24
                                                                               --------            --------
                                                                               $ 60,507            $ 63.785
                                                                               ========            ========

</TABLE>



                                      F-11

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

4.   Property, Plant and Equipment

      Property,  plant and equipment as of December 31, 1997 and 1996  consisted
of (in thousands):
<TABLE>
<CAPTION>
                                                                                1997                1996
                                                                             ---------           --------
                  <S>                                                        <C>                 <C>
                  Land and buildings                                         $  2,459            $  2,441
                  Leasehold improvements                                        3,308               1,981
                  Machinery, equipment and tooling                              9,237               7,487
                  Furniture, fixtures and other                                 4,769               3,283
                                                                              --------            --------
                                                                               19,773              15,192
                  Less accumulated depreciation                                (3,740)             (1,210)
                                                                             --------            --------
                                                                             $ 16,033            $ 13,982
                                                                             ========            ========
</TABLE>
5.  Intangibles

          Intangibles  were  comprised  of the  following  (net  of  accumulated
          amortization  of $3,129 and $1,195  thousand)  as of December 31, 1997
          and 1996, respectively (in thousands):

<TABLE>
<CAPTION>
                                                                              1997                 1996
                                                                           ---------            ---------
                  <S>                                                      <C>                  <C>
                  Goodwill                                                 $ 31,142             $ 31,994
                  Tradenames                                                 25,473               26,136
                  Patents                                                     3,923                4,390
                                                                           --------             --------
                                                                           $ 60,538             $ 62,520
                                                                           ========             ========
</TABLE>
6.  Accrued Liabilities

      Accrued  liabilities  were  comprised of the  following as of December 31,
1997 and 1996 (in thousands):

<TABLE>
<CAPTION>
                                                                             1997                 1996
                                                                           --------             ---------
                  <S>                                                      <C>                  <C>
                  Advertising and promotion expenses                       $ 7,953              $10,012
                  Compensation and benefits                                  4,182                4,787
                  Income and other taxes payable                             3,790                3,855
                  Interest                                                   1,900                2,454
                  Other                                                     10,230               11,856
                                                                           -------              -------
                                                                           $28,055              $32,964
                                                                           =======              =======
</TABLE>
7.   Debt

     Senior Credit Agreement

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

                                      F-12

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


     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.  As of December  31, 1997,  availability  under the  Revolving  Credit
Facilities was approximately $12.5 million. The availability has been reduced by
approximately  $1.9 million in  short-term  commercial  and stand-by  letters of
credit  outstanding  as of December  31,  1997.  The term loans under the Senior
Credit  Agreement  are payable in quarterly  installments.  Aggregate  scheduled
installments  over the next five years ending December 31, 2002 are $1.4,  $1.6,
$1.9,  $3.1 and $1.0 million,  respectively.  The  obligations  under the Senior
Credit Agreement are guaranteed by each of the Company's  domestic  subsidiaries
and  secured by their  assets  and  properties  and pledge of the common  equity
interests.

     At the Company's  option,  the interest  rates per annum  applicable to the
loans under the Senior  Credit  Agreement  will be based upon (a) in the case of
the Company,  a Eurodollar  rate  ("LIBOR") plus 2.25% or the greater of (i) the
prime  rate plus 1.0% and (ii) the  federal  funds rate plus 1.5% and (b) in the
case of loans  to the  Company's  U.K.  subsidiary,  a  EuroSterling  Rate  (the
"EuroSterling  Rate") plus 2.25% or the Sterling Base Rate plus 1.0%;  provided,
however,  the interest rates are subject to reduction if certain requirements of
financial  performance  are met.  Interest  is  payable  quarterly  in  arrears,
including a commitment  fee of 0.5% on the average  daily unused  portion of the
Revolving Credit Facilities.

     11% Senior Subordinated Notes

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

     Short Term Borrowings

     Short Term Borrowings consist of local revolving credit lines at certain of
the Company's  foreign  subsidiaries.  These  facilities are  collateralized  by
assets of the  subsidiaries  or are  guaranteed  by the  Company.  The  weighted
average interest rate under these facilities was approximately  5.9% in 1997 and
5.1% in 1996.

     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.

     Subsequent  to December 31,  1997,  the Company  amended the Senior  Credit
Agreement to adjust the financial covenants prospectively based upon a review of
expected future operating performance. As a result of the amendment,

                                      F-13

<PAGE>
                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


the Revolving  Credit  Facilities'  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) for the period
April  1,  1998  through  June 30,  1999.  In  addition,  the  interest  rate on
borrowings  under the  Revolving  Credit  Facilities  will be  increased  by one
quarter  percent  during any period  that any of the  additional  $10 million in
borrowing base is utilized.

      Details of long-term debt at December 31, 1997 and 1996 are as follows (in
thousands):
<TABLE>
<CAPTION>
                                                                               1997                        1996
                                                                              ---------                 ----------
                  <S>                                                         <C>                       <C>
                  Revolving Credit Facilities                                 $  40,523                 $  30,224
                  Senior Subordinated Notes                                     130,000                   130,000
                  Term Loans                                                      9,008                    10,254
                                                                              ---------                 ---------
                                                                                180,831                   170,478
                  Less current portion                                          (1,417)                   (1,067)
                                                                              ---------                 ---------
                                                                              $ 178,114                 $ 169,411
                                                                              =========                 =========
</TABLE>
8.   Members' Equity  

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

      The ownership interests of the Members in the Company consist of preferred
members' equity (the "Preferred  Equity") and common units (the "Common Units").
The Common  Units  represent  the common  equity of the Company.  The  Preferred
Equity is entitled to a preferred yield 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 yield. As
of December 31, 1997 the aggregate unpaid Preferred Equity dividend  amounted to
$12.9 million.

      As a result of the  Reorganization,  on the Closing Date,  RPI had a $35.4
million equity  interest in the Company ($32.0 million in Preferred  Equity) and
the Vestar  Members had a $33.4 million  equity  interest in the Company  ($30.0
million in Preferred  Equity).  As of December 31, 1997,  the  Company's  Common
Units were owned 49.8% by the Vestar  Members,  49.8% by RPI and 0.4% by certain
Management  Investors.  Vestar Corp. I controls the Management Committee and the
affairs and policies of the Company.

      On the Closing Date,  certain  Management  Investors were granted  options
(the "Management Options") to acquire in the aggregate, up to 2,580 Common Units
at an exercise price of $100 per unit, the fair market value of the Common Units
as of the  Closing  Date.  The  effect  of  applying  the fair  value  method as
prescribed  by SFAS No. 123 to the Comany's  stock-based  awards  results in net
losses that are not materially different than those reported.

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

    A time based award vests in five equal annual installments, upon the sale of
the Company or upon an initial public  offering of the Company's  stock ("IPO"),
whichever comes first.  The performance and super  performance  based awards are
similar to the time based awards  except that  performance  based award vests in
stages as the Company achieves

                                      F-14

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


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

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

9.   Income Taxes

     Federal income taxes on net earnings of the Company are payable directly by
the partners  pursuant to the Internal Revenue Code.  Accordingly,  no provision
has been made for Federal income taxes for the Company.  However,  certain state
and local jurisdictions do not recognize  partnership status for taxing purposes
and  require  taxes be paid on net  earnings.  Furthermore,  earnings of certain
foreign   operations   are  taxable  under  local   statutes.   Foreign   pretax
earnings/(losses) were $6,023, $7,785, $(2,433) and $7,632 thousand for the year
ended  December 31,  1997,  the 31 weeks ended  December 31, 1996,  the 21 weeks
ended May 23, 1996, and the year ended December 31, 1995, respectively.

    The  provision  (benefit)  for income taxes  consists of the  following  (in
thousands):
<TABLE>
<CAPTION>
                                                                           Year Ended December 31, 1996
                                                           Year            ------------------------------           Year
                                                          Ended                31 Weeks         21 Weeks            Ended
                                                          December 31,          Ended           Ended             December 31,
                                                           1997               December 31        May 23             1995
                                                         ---------            -----------       ----------        ----------
                                                         (Successor)          (Successor)       (Predecessor)     (Predecessor)
<S>                                                      <C>                  <C>               <C>               <C>
Current:
   State and local                                       $      15            $     5           $    -            $    40
   Foreign                                                   2,254              1,762             (312)             1,959
Deferred:
   Foreign                                                     (44)             1,251             (561)              (735)
                                                         ---------            -------           -------           -------
        Total                                            $   2,225             $3,018           $ (873)           $ 1,264
                                                         =========             ======           =======           =======

Income taxes computed at statutory U.S. Federal
   income tax rate                                         $(1,994)           $   (54)          $(6,672)          $ 6,476
Partnership status for U.S. federal income tax
   purposes                                                  4,102              2,779             5,821            (3,805)
State and local income taxes                                    15                  5                -                 40
Adjustment for foreign income tax rates                        102                288              (22)               506
Utilization of foreign net operating loss                        -
 carryforwards                                                                      -                 -            (1,340)
Recognition of foreign deferred tax asset                       -               -                     -              (613)
                                                         -----------          -------

Income taxes as reported                                 $   2,225            $ 3,018           $ (873)           $ 1,264
                                                         ---------            -------           -------           --------
</TABLE>

          Current deferred tax assets of the foreign subsidiaries as of December
31, 1997 and 1996 totaled $145 and $101 thousand, respectively.


                                      F-15

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


10.  Commitments and Contingencies

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

<TABLE>
<CAPTION>
           <S>                                              <C>
           1998                                             $ 4,122
           1999                                               3,581
           2000                                               2,474
           2001                                               1,778
           2002                                                 962
           2003 and thereafter                                  158
                                                            --------
                                                            $13,075
</TABLE>

      Rent expense was $6,014,  $3,760,  $2,095 and $5,469 thousand for the year
ended  December 31, 1997,  the  thirty-one  weeks ended  December 31, 1996,  the
twenty-one  weeks ended May 23, 1996 and for the year ended  December  31, 1995,
respectively.

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

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

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.  Net pension cost for the years ended
December  31,  1997  and  1996  were   approximately   $271and  $388   thousand,
respectively.

The plan's  funded  status as of  December  31, 1997 and 1996 are as follows (in
thousands):
<TABLE>
<CAPTION>
                                                                                      1997                1996
                                                                                    -------             --------
<S>                                                                                 <C>                 <C>

Accumulated benefit obligations                                                     $(5,831)            $(4,446)
                                                                                    --------            --------
Projected benefit obligation                                                         (6,222)            $(4,788)
Plan assets at fair value (principally marketable securities)                         5,996               5,369
                                                                                    --------            --------
Plan assets greater (less than)projected benefit obligation                            (226)                581
Unrecognized (gain)/loss                                                                323                (480)
                                                                                    --------            --------
Prepaid pension cost                                                                $    97             $   101
                                                                                    ========            ========

</TABLE>

                                      F-16

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)





    Employee  Savings  Plan.  The Company has a savings  accumulation  plan (the
"Plan") under Section 401(k) of the Internal Revenue Code covering substantially
all regular  employees.  The Plan is subject to the  provisions of ERISA and has
been updated for subsequent  amendments.  The Plan allows for employees to defer
up to the lesser of 15% of their  annual  earnings  or within  limitations  on a
pre-tax basis through voluntary contributions to the plan. The Plan provides for
contributions in an amount equal to 40% of their employees'  contributions up to
a maximum of 5% of their total salary. The Company's matching contributions were
$237,  $94,  $52 and $104  thousand for the year ended  December  31, 1997,  the
thirty-one  weeks ended December 31, 1996,  the  twenty-one  weeks ended May 23,
1996 and for the year ended December 31, 1995, respectively.

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.  At December 31, 1997,
the  difference  between  contract rate and fair value on the Company's  foreign
currency  forward  contracts was not material.  The fair value of long-term debt
was approximately $157.3 million (book value of $178.1 million).
      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,  1997,  the  Company  had  uncollateralized  receivables  with two
mass-merchant  retailers which  represented  approximately  22% of the Company's
accounts receivable balance.  During calendar 1997, sales to these two customers
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 has entered into foreign currency forward contracts to mitigate
the effect of fluctuating  foreign  currencies on intercompany  transactions and
balances between U.S. and foreign operations.  Realized and unrealized gains and
losses  on such  contracts  are  recognized  in  income as an offset to gains or
losses on the  underlying  intercompany  transactions.  At  December  31,  1997,
forward contracts to sell 15.3 million UK Pounds Sterling were outstanding,  all
of which mature in 1998.  At December 31, 1996,  forward  contracts to sell 18.7
million UK Pounds Sterling were outstanding and matured at various dates through
1997.

     Other

       A substantial  portion of the Company's  finished goods are  manufactured
for the Company by certain  third-party  suppliers  located in China,  Japan and
Thailand.  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

                                      F-17

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


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

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

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

      During January 1995, RPC entered into a barter  transaction with an entity
controlled  by one of RPC's  partners.  RPC exchanged  inventory  with a cost of
$4,275 thousand for barter credits that can be used to pay for media advertising
at a predetermined  rate of cash and barter  credits.  During 1995, RPC incurred
$2,948 thousand for media  advertising  purchased through the related entity, of
which $521 thousand  represented  utilization of the barter credits.  The entity
ceased being a related party as of the Closing Date.

      RPC utilized various consultants  (principally in its computer and service
store  operations) from an entity  controlled by one of RPC's partners.  RPC was
billed  based upon a  prearranged  hourly  amount and was  charged  $37 and $381
thousand for related services during the twenty-one weeks ended May 23, 1996 and
for the year  ended  December  31,  1995,  respectively.  Fees paid to an entity
controlled by the other RPC partner amounted to $54 thousand for  transportation
services  and  reimbursement  of the  partner's  expenses  during the year ended
December 31, 1995.


                                      F-18

<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

     RPC  acquired  certain  products  for  resale in its  service  stores  from
companies   owned  by  each  of  RPC's  partners.   Such  purchases   aggregated
approximately  $80 and $94 thousand  during the  twenty-one  weeks ended May 23,
1996 and for the year ended December 31, 1995, respectively.

      In 1995,  RPC paid  $984  thousand  of costs  incurred  on  behalf  of the
partners. Approximately $800 thousand of such costs related to various change in
ownership  transactions,  which were not completed.  The remaining $184 thousand
was paid to one of RPC's partners.


14. Geographic Information

     The Company operates in one industry segment, the manufacture and marketing
of  electrical  personal  care  appliances.   The  Company  sells  its  products
principally  through mass merchandisers and its own service stores in the United
States and also has  merchandising  operations in Europe  (principally  U.K. and
Germany) and other countries (principally Australia and Canada).

      Information by geographical location is as follows (in thousands):
<TABLE>
<CAPTION>

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

Net sales*:
    United States                          $ 138,202         $ 112,153          $ 34,747        $ 164,080
    Europe                                    69,809            50,122            13,927           62,288
    Other                                     33,561            23,011             8,039           28,955
                                           ---------         ---------          --------        ---------
                                           $ 241,572         $ 185,286          $ 56,713        $ 255,323
                                            ========         =========          ========        =========

Operating income (loss):
    United States                          $   5,532         $   2,749          $(14,745)       $  18,402
    Europe                                     5,145             6,394            (1,168)           4,914
    Other                                      3,469             3,365            (1,038)           3,200
                                           ---------         ---------          ---------       ---------
                                           $  14,146         $  12,508          $(16,951)       $  26,516
                                           =========         =========          =========       =========

Identifiable assets:
    United States                          $ 129,329         $ 143,581                          $ 106,606
    Europe                                    52,494            48,193                             45,366
    Other                                     23,422            23,049                             18,950
                                           ---------         ---------                          ---------
                                           $ 205,245         $ 214,823                          $ 170,922
                                           =========         =========                          =========
</TABLE>


         *Net Sales exclude sales from the United States to affiliate  companies
and sales between affiliates of $8,638,  $7,812, $2,716 and $11,366 thousand for
the year ended  December 31, 1997,  the 31 weeks ended December 31, 1996, the 21
weeks ended May 23, 1996 and the year ended December 31, 1995, respectively.

     Export sales to  unaffiliated  customers  are included in the United States
and are not significant.  Identifiable  assets in the United States includes the
majority of the Company's intangible assets.

                                      F-19

<PAGE>




                        Report of Independent Accountants



To the Management Committee of 
REMINGTON PRODUCTS COMPANY:



     Our report on the  consolidated  statements of operations,  total partner's
capital and cash flows of Remington  Products Company is included on page F-3 of
this Form 10-K. In connection  with our audit of such  financial  statments,  we
have also audited the related financial  statement  schedule listed in the index
on page F-1 of this Form 10-K.

     In our opinion,  this financial  statement schedule referred to above, when
considered  in  relation  to the basic  financial  statements  taken as a whole,
presents  fairly,  in all  material  respects,  the  information  required to be
included therein.







                            COOPERS & LYBRAND L.L.P.


Stamford, Connecticut
March 4, 1996























                                       S-1

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                           REMINGTON PRODUCTS COMPANY

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


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

Successor

Year Ended December 31, 1997
Allowance for doubtful accounts                               $1,340         $    188        $    794          $   734
Allowance for cash discounts and returns                       9,419           16,007          16,501            8,925

31 Weeks Ended December 31, 1996
Allowance for doubtful accounts                                2,487            1,038           2,185            1,340
Allowance for cash discounts and returns                       3,937           14,123           8,641            9,419

Predecessor

21 Weeks Ended May 23, 1996
Allowance for doubtful accounts                                1,366            1,914             793            2,487
Allowance for cash discounts and returns                       7,852            4,331           8,246            3,937

Year Ended December 31, 1995
Allowance for doubtful accounts                                1,461              159             254            1,366
Allowance for cash discounts and returns                       7,917           16,075          16,140            7,852



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