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, 2000.

                                       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. and its wholly-owned  subsidiaries (the
"Company" or "Remington") is a leading consumer products company focusing on the
development  and marketing of personal care  products.  The Company  designs and
distributes  electric  shavers and  accessories,  grooming  products,  hair care
appliances, wellness products and other small electrical consumer products.

     The Company is a Delaware limited  liability  company that will continue in
existence  until  December 31, 2016 or  dissolution  prior thereto as determined
under the Company's  Amended and Restated Limited  Liability  Company  Agreement
(the "LLC  Agreement").  The Company was formed by Vestar  Shaver Corp.  and RPI
Corp.  ("RPI") to acquire the operations of Remington  Products  Company and its
subsidiaries  ("RPC") in May of 1996.  Vestar  Razor Corp.  was formed in May of
1996 to hold an interest in the Company.  Vestar  Shaver Corp.  and Vestar Razor
Corp.  (together,  the  "Vestar  Members")  are  wholly  owned by Vestar  Equity
Partners, L.P. ("Vestar"), an institutional equity capital fund and affiliate of
Vestar Capital Partners ("Vestar Capital").

Description of Business

     The Company distributes its products through three operating segments which
are comprised of 1) the North  American  segment,  which sells  product  through
mass-merchant retailers,  department stores and drug store chains throughout the
United  States and Canada,  2) the  International  segment,  which sells product
through an international  network of subsidiaries and  distributors,  and 3) the
U.S.  Service Stores segment  consisting of  Company-owned  and operated service
stores throughout the United States.  Additional financial  information relating
to  Remington's  three  operating  segments  is set  forth in Note 14  (Business
Segment and Geographic  Information) of the "Notes to the Consolidated Financial
Statements" of the Company appearing elsewhere herein.

Products

     The Company's  principal  personal  care products  consist of the following
product categories:

     Shaver and Grooming  Products.  The Company  distributes a complete line of
shaver and grooming  products.  The  Company's  primary men's  electric  shavers
consist of the  MicroScreen(R)  line of single,  dual and triple foil shavers as
well as the  MicroFlex(R)  line of rotary shavers  marketed in North America and
the Fast Track(R) line of rotary shavers marketed internationally.  In addition,
the  Company  also  has the  Intercept(R)  line of  premium  shavers,  primarily
marketed  internationally,  and certain  specialty  shavers such as the "Wet/Dry
Sport" shaver.  The women's  electric  shaver  category  includes a full line of
women's  Smooth & Silky(R)  wet/dry  shavers as well as  epilators.  The Company
distributes  electric shaver accessories  consisting of shaver replacement parts
(primarily foils and cutters),  preshave products and cleaning agents.  Grooming
products  consist  of  the  Precision(R)  line,  including  beard  and  mustache
trimmers, nose hair and ear hair trimmers, and personal groomers,  which offer a
selection  of  grooming  accessories,  as well as a line of home  haircut  kits.
Shaver and grooming products accounted for approximately 52%, 48% and 49% of the
Company's  net sales for the  years  ended  December  31,  2000,  1999 and 1998,
respectively.

                                       2
<PAGE>



     Hair Care and  Wellness.  The hair care  products  consist of hair  dryers,
hairsetters,  curling irons, hot air brushes and lighted mirrors. The hair dryer
category includes the Company's  Vortex(R) hair dryers, Pro Air(R) chrome dryers
and a line of fashion  dryers.  The Company's  hairsetter  products  include the
Remington Express Set(R) hairsetter and the Smart Setter(R) hairsetter,  both of
which  incorporate  proprietary  technologies  of  color  change  and wax  core.
Wellness products  primarily  consist of Remington's Spa Therapy  Collection(TM)
and include  paraffin  wax hand spas,  foot spas,  facial  steamers and manicure
kits. Hair care and wellness products  accounted for approximately  31%, 30% and
28% of the Company's net sales for the years ended  December 31, 2000,  1999 and
1998, respectively.

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

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 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,
Federated and Kohls, drug store chains including Walgreens, Rite Aid and Eckerd,
and Remington's own service stores.  Throughout the United States, the Company's
products are sold in excess of 20,000 retail outlets.  In addition,  the Company
markets and  distributes  its  products  through  television  direct to consumer
retailing with QVC and the Home Shopping Network and Internet  retailers such as
drugstore.com, as well as the Company's own website, remington-products.com.

     On a worldwide basis, Wal-Mart accounted for approximately 25%, 22% and 19%
of the  Company's net sales during the years ended  December 31, 2000,  1999 and
1998,  respectively.  No  other  customer  accounted  for  more  than 10% of the
Company's net sales in the three year period ended December 31, 2000.

U.S. Service Stores

     As of March 1, 2001,  the Company  owned and operated a chain of 89 service
stores in the United States. During 2000 there were an average of 93 stores open
compared  to an average  of 99 stores in 1999 and 97 stores in 1998.  The stores
are primarily  located in shopping malls and outlet malls and sell and service a
variety  of  Remington  and  non-Remington  shavers,  personal  care  and  other
products.  The  service  stores  also  oversee  sales  of  replacement  parts to
approximately  300  independent  authorized  shaver  service  dealers across the
United States.  In 2000, 1999 and 1998 the Company's U.S. Service Stores segment
generated  approximately  12%, 14% and 16%,  respectively,  of the Company's net
sales.


                                       3
<PAGE>


Suppliers

     All of the Company's  finished goods  inventories are  manufactured for the
Company by third  party  suppliers  primarily  located  in China and Japan.  The
Company  maintains  ownership of tools and molds used by many of its  suppliers.
The  Company's  most  significant  suppliers,   Izumi  Products,  Inc.,  Fourace
Industries, Ltd. and Raymond Industrial Ltd., accounted for approximately 54% of
the Company's  overall cost of sales in 2000.  Remington has had a  relationship
with  its  suppliers  for  many  years  and  management  considers  its  present
relationships to be good.

     During 1998, the Company ceased the assembly of foil shavers in Bridgeport,
Connecticut.  The Company  continues  to  manufacture  foil  cutting  systems in
Bridgeport  using  proprietary  cutting  technology  and a series  of  specially
designed  machines.  These systems are then shipped to third party suppliers for
inclusion in the finished product.

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  technologies for hair
care, grooming and wellness products.

     During 2000, 1999 and 1998,  research and  development  expenditures by the
Company amounted to approximately $4.2, $4.0 and $4.3 million, respectively.

Patents and Trademarks

     The  Company  owns  approximately  112 patent and  patent  applications  in
various  countries for both design and utility.  The Company's patents primarily
cover  electric  shavers,  cutting  and  trimming  mechanisms  and hair care and
wellness  products.  In addition,  the Company  maintains  over 1,400  different
trademarks around the world, which are utilized in connection with its products.

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


                                       4
<PAGE>


Competition

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

     Remington competes with established companies, such as Philips Electronics,
N.V.  ("Philips") and The Gillette Company,  in the electric shaver and grooming
markets.  The Company's major  competitors in the hair care and wellness markets
are Conair and Helen of Troy.  There are no substantial  regulatory  barriers to
entry for new  competitors  in the personal  care  products  industry.  However,
companies  that are able to  maintain,  or increase  the amount of retail  shelf
space allocated to their respective products may gain a competitive advantage.

     The rotary  shaver market is  significant  outside the United  States.  The
continued  expansion of sales of the Company's rotary shavers outside the United
States will be affected by, among other  factors,  the outcome of ongoing  legal
actions  between the Company and Philips with respect to trademarks  and designs
registered by Philips outside the United States. See Item 3. Legal Proceedings.

Employees

    As of March 1, 2001, the Company employed approximately 830 people worldwide
of which approximately 100 were employed part-time in the Company's service
stores. None of the Company's employees are represented by a union. Remington
believes relations with its employees are good.

Environmental Matters

     The Company's  manufacturing  operations  in  Bridgeport,  Connecticut  are
subject to federal,  state and local  environmental  laws and  regulations.  The
Company  believes it is in substantial  compliance  with all such  environmental
laws,  which are applicable to its operations.  In addition,  as part of routine
reporting  requirements in connection with past property transfers,  the Company
has reported to the  Connecticut  Department of  Environmental  Protection  (the
"CTDEP") that it has detected  petroleum,  metals and solvent  compounds in soil
and  ground  water  samples  taken from its  Bridgeport  facility.  The  general
remedial strategies have been selected by the Company and those strategies which
require CTDEP approvals have been submitted for approval.  All other  strategies
do not require approval for  implementation.  In addition to its ongoing program
of  environmental  compliance,  the Company has  provided  reserves to cover the
anticipated costs of the remediation  required at its Bridgeport  facility to be
incurred  over the next  three to five  years.  The  Company  believes  that any
required  change to the  reserves due to the  inherent  uncertainties  as to the
ultimate costs for the remediation  activities  which are eventually  undertaken
would  not be  material  to the  Company's  financial  position  or  results  of
operations.


                                       5
<PAGE>


International Operations and Distribution

     Remington's  international segment generated approximately 31%, 36% and 36%
of the Company's net sales in 2000, 1999 and 1998,  respectively.  The Company's
international network of subsidiaries and distributors currently extends to over
85 countries  worldwide.  The Company  distributes  its products  through direct
sales forces located in the United  Kingdom,  Germany,  Italy,  France,  Sweden,
Holland, Ireland, Australia, New Zealand and South Africa. In all other parts of
the world the Company distributes its products through local distributors.

     The Company distributes products internationally through department stores,
catalog showrooms, mass merchandisers, drug stores, specialized shaver shops and
mail order  distributors  as well as through the Company's 11 service  stores in
the United  Kingdom.  In June 2000,  the Company  sold its 12 service  stores in
Australia.

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

ITEM 2.  Properties

     The following  table sets forth  information as of March 1, 2001 concerning
the principal facilities of the Company.

Facility                   Function                              Square Feet

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

     In addition to these properties,  Remington leases offices and/or warehouse
space in the United States, Canada, the United Kingdom,  Germany, France, Italy,
Ireland,  Australia,  New Zealand,  South Africa, Hong Kong and China. Remington
also  leases  retail  space for its 100 service  stores,  of which 89 are in the
United  States  and 11 are in the United  Kingdom.  Leases  for  service  stores
generally extend up to five years. The majority of the leases contain escalation
clauses,  which  provide for  increases  in rent to enable the lessor to recover
future increases in certain operating costs.  Certain leases require  additional
payments based on sales volume.


                                       6
<PAGE>


ITEM 3.  Legal Proceedings

Philips Electronics NV v. Remington Consumer Products Limited

     This action involves a claim by Philips,  that  Remington's  sale of rotary
shavers in the United Kingdom infringed plaintiff's design patent and trademark.
Plaintiff  is seeking an  injunction  and damages on all rotary  shavers sold by
Remington.  Remington  is  vigorously  defending  the  action.  Pursuant  to the
judgment  after  trial,   the  court  found  that  Remington  did  not  infringe
Plaintiff's  design  patent or  trademark  and that  Plaintiff's  trademark  was
invalid. Plaintiff appealed the judgment with respect to the trademark issue and
on May 5,  1999,  the Court of  Appeal,  in a  "provisional  view,"  upheld  the
decision of the High Court that there was no  infringement  by  Remington of the
registered trademark and that the registered trademark was invalid. The Court of
Appeal held that the issues  between the parties raised  difficult  questions of
construction  of  the  Trademark   Directive  of  the  European  Community  (the
"Directive")  and referred seven questions  relating to the  construction of the
Directive to the European Court of Justice for its opinion. Oral argument before
the European  Court of Justice  occurred on November  29,  2000.  On January 23,
2001,  the  Advocate  General to the  European  Court of Justice  delivered  his
opinion  in the case to the  court,  to the effect  that the  Directive  must be
interpreted  to mean  that,  if the  essential  features  of a shape  serve  the
achievement  of a technical  result,  the shape cannot be the subject of a valid
trademark registration. In so doing, the Advocate General supported the position
advanced  by  Remington  in the case.  The  Advocate  General  also noted in his
opinion  that  this  interpretation  is not  effected  by the  possibility  that
alternative  rotary  shaver head designs may exist that could achieve the rotary
shaving function.  The opinion of the European Court of Justice is expected some
time in the first six months of 2001  although no assurance can be given in this
regard.  This opinion  will be  forwarded to the Court of Appeal which will,  in
turn, bring its provisional judgment of May 5, 1999 into line with that opinion.

     Due to the limited number of rotary shavers sold by Remington in the United
Kingdom,  the  potential  damages,  even if  Remington  loses the suit,  are not
material. Furthermore, pursuant to the terms of an agreement with Izumi Products
Company  ("Izumi")  dated April 1, 1996, all expenses and losses  (including any
potential  damages)  arising from or in connection  with this litigation will be
shared equally with Izumi.

     On February 15, 2000,  Philips  commenced a second action against Remington
in  the  High  Court  of  Justice  of the  United  Kingdom  in a suit  captioned
Koninklijke Philips Electronics NV and Remington Consumer Products Limited.  The
second suit alleges that the sale of Remington rotary shavers infringes Philips'
registered  trademark.  Philips seeks injunctive  relief,  mandatory delivery or
destruction of the allegedly  infringing  articles,  damages,  and other relief.
This second case differs from the first action  described  above only in that it
involves  a  registered  trademark  which  differs  in minor  respects  from the
registered trademark at issue in the first action. The Company believes that the
issues are the same in both  actions and the  outcome of the second  action will
ultimately  be determined  based on the outcome of the first action.  The second
suit has been stayed by agreement of the parties  pending the  determination  of
the European Court of Justice in the first action.


                                       7
<PAGE>


Philips Electronics NV v. Remington Products Australia Pty., Ltd.

     This action involves a claim by Philips,  that  Remington's  sale of rotary
shavers in Australia  infringes  Plaintiff's  registered  design and trademarks.
Plaintiff had obtained a preliminary  injunction (which was subsequently lifted)
and is seeking a permanent  injunction  and damages  with  respect to all rotary
shavers sold by Remington in Australia.  Remington is  vigorously  defending the
action. On June 18, 1999, the Australian  Federal Court held that: (a) there was
no trademark or design  infringement  by Remington;  (b) there was no obvious or
fraudulent  imitation by Remington of Philips'  registered design; (c) there was
no  misleading  or deceptive  conduct by  Remington;  and (d)  Remington had not
engaged in unfair competition. The Court also lifted the injunction. In response
to  Remington's  cross-claim,  the Court  declined to declare  that the Philips'
pending trademark application was invalid or to require that Philips' registered
design  or  pending  trademark  application  be  removed  from  the  appropriate
Registers. Philips appealed all of the findings of the Australian Federal Court,
which appeal was heard on February 28, 29, and March 1, 2000.  On June 30, 2000,
the Full  Federal  Court  dismissed  the appeal by  Philips.  On July 28,  2000,
Philips  filed an  Application  for Special Leave to Appeal to the High Court of
Australia. A hearing with respect to such Application is scheduled to be held at
the High Court on April 6, 2001,  and the High Court will  thereafter  determine
whether or not to grant Philips leave to appeal. Such appeal, if granted,  would
probably be heard by the High Court either later in 2001 or early in 2002.

     Due to the limited number of rotary shavers sold by Remington in Australia,
the  potential  damages,  even if Remington  loses the suit,  are not  material.
Furthermore,  pursuant  to the terms of an  agreement  with Izumi dated April 1,
1996, all expenses and losses (including any potential  damages) arising from or
in connection with this litigation will be shared equally with Izumi.

Remington  Consumer  Products  Limited v.  Koninklijke  Philips  Electronics  NV
(France)

     This action involves a preemptive claim filed by Remington  against Philips
in the Paris First Instance Court on May 17, 2000,  seeking the nullification of
Philips  rotary shaver head  trademarks in France.  On or about October 4, 2000,
Philips  filed a Writ of Summons  with the Paris  Lower  Civil  Court  asserting
trademark  infringement  against Remington and seeking an injunction and damages
with respect to all rotary  shavers sold by  Remington.  Remington is vigorously
defending the action.

     On or about October 26, 2000, Philips filed a second Writ of Summons in the
Paris Lower Civil Court seeking a preliminary  injunction to prohibit  Remington
from selling its rotary shavers. The hearing in this matter occurred on November
15, 2000 and, on December 4, 2000,  the Court issued its order denying  Philips'
request for an injunction. On December 22, 2000, Philips filed a Writ of Summons
with the Paris Court of Appeal  seeking the  injunction  referred to above.  The
hearing in this  matter  occurred  on January 10, 2001 and, on February 7, 2001,
the Court of Appeal affirmed the denial of Philips' request for an injunction. A
trial on the merits in the principal action is expected to occur later in 2001.

     Due to the limited  number of rotary  shavers  sold by Remington in France,
the  potential  damages,  even if Remington  loses the suit,  are not  material.
Furthermore,  pursuant to the terms of an  agreement  with Izumi dated March 31,
2000, all expenses and losses (including any potential  damages) arising from or
in connection with the litigation  will be shared equally with Izumi.


                                       8
<PAGE>


     Remington Consumer Products Limited v. Koninklijke  Philips  Electronics NV
(Italy)

     This action involves a preemptive claim filed by Remington  against Philips
in the Tribunal of the City of Milan on May 15, 2000,  seeking the nullification
of Philips'  rotary shaver head  trademarks in Italy and a declaration  that the
sale of rotary shavers by Remington does not constitute  trademark  infringement
or unfair  competition on the part of Remington.  On or about November 15, 2000,
Philips filed a Writ of Summons with the Court  asserting  infringement  against
Remington  and  seeking an  injunction  and damages  with  respect to all rotary
shavers sold by  Remington.  Remington is  vigorously  defending  the action.  A
hearing on the matter was held on March 6, 2001 at which time  Philips  withdrew
the suit.

     Due to the limited number of rotary shavers sold by Remington in Italy, the
potential  damages,  even  if  Remington  loses  the  suit,  are  not  material.
Furthermore,  pursuant to the terms of an  agreement  with Izumi dated March 31,
2000, all expenses and losses (including any potential  damages) arising from or
in connection with the litigation, will be shared equally with Izumi.

     The Company is a party to other  lawsuits and  administrative  proceedings,
which arise in the ordinary  course of business.  Although the final  results of
such suits and proceedings  cannot be predicted,  the Company presently believes
that any liability that may ultimately  result will not have a material  adverse
effect on the Company's financial position 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 during the fourth
quarter of 2000.


                                     PART II

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

(a) Market Information

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

(b) Holders

     As of March 1, 2001, there were two beneficial owners of the Equity.

(c) Dividends

     No cash  distributions  have been paid with respect to the Equity since its
inception in May 1996. In addition,  the Company's  long-term debt arrangements,
which  are  discussed  in  Note  6  of  the  "Notes  to  Consolidated  Financial
Statements," significantly restrict the payment of dividends.


                                       9
<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 Consolidated  Financial  Statements
and accompanying notes thereto appearing elsewhere herein (in thousands):

<TABLE>
<CAPTION>


                                                              Successor                               Predecessor(1)
                                 -------------------------------------------------------------------- --------------
                                     Year         Year          Year            Year          Year        21 Weeks
                                    Ended         Ended         Ended           Ended         Ended         Ended
                                 December 31,  December 31,  December 31,    December 31,  December 31,    May 23,
                                     2000          1999         1998             1997         1996          1996
                                 ------------  ------------  ------------    ------------  ------------  ---------
<S>                                <C>           <C>         <C>              <C>           <C>           <C>
Statement of  Operations Data:

Net sales                          $365,149      $318,766    $268,357         $241,572      $185,286      $ 56,713

Operating  income (loss)             38,255        29,120       6,016 (2)       14,146        12,508       (16,951)
Interest expense                     24,774        21,723      20,499           19,318        12,164         2,228

Net income (loss) (3)                12,737         6,035     (15,337)          (7,923)       (3,172)      (18,191)

Depreciation and amortization         5,753         5,555       5,169            4,767         2,379         2,005

Balance Sheet Data (at period end):

Working capital                    $106,039       $85,053     $68,294          $76,361      $ 77,860           N/A

Total assets                        242,487       223,990     195,727          205,245       214,823           N/A

Total debt                          203,266       195,841     187,668          181,240       171,631           N/A


Cumulative  Preferred Dividend (4)   44,835        32,921      22,336           12,932         4,576
</TABLE>

 ------------------------------
(1)  Represents financial data of RPC, the "predecessor"  company,  prior to May
     23, 1996.
(2)  Includes  non-recurring charges related to restructuring and reorganization
     activities of $9.6 million.
(3)  Due to the fact that the Company is a limited liability company  ("L.L.C.")
     federal income taxes on net earnings of the Company are payable directly by
     the  members  pursuant  to  the  Internal  Revenue  Code.  Accordingly,  no
     provision has been made for federal income taxes for the Company.  However,
     certain state and local  jurisdictions do not recognize  L.L.C.  status for
     taxing purposes and require taxes to be paid on net earnings.  Furthermore,
     earnings of certain foreign operations are taxable under local statutes.
(4)  Dividend payments are subject to restrictions by the terms of the Company's
     debt  agreements.  See  Note  6 of the  "Notes  to  Consolidated  Financial
     Statements."


                                       10
<PAGE>


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

     The  following  table sets forth the Company's  consolidated  statements of
operations,  including net sales by its North American, U.S. Service Stores, and
International  operating segments, as well as the Company's consolidated results
of  operations  expressed  as a  percentage  of net sales  for the  years  ended
December  31,  2000,  1999 and 1998 (in millions  except for  percentages).  The
discussion  should  be  read  in  connection  with  the  Consolidated  Financial
Statements and accompanying notes thereto appearing elsewhere herein.
<TABLE>
<CAPTION>

                                            2000                            1999                         1998
    Net Sales:                      ------------------             --------------------         --------------------
                                       $           %                  $             %              $            %
 <S>                                  <C>          <C>               <C>            <C>         <C>           <C>
     North America                   $207.6       56.9             $158.3          49.7         $130.4         48.6
     International                    114.8       31.4              116.1          36.4           95.6         35.6
     U.S. Service Stores               42.7       11.7               44.4          13.9           42.4         15.8
                                    -------      -----              -----         -----        -------       ------
                                      365.1      100.0              318.8         100.0          268.4        100.0
     Cost of sales                    201.7       55.2              176.3          55.3          159.2(1)      59.3
                                    -------      -----              -----         -----        -------       ------
     Gross profit                     163.4       44.7              142.5          44.7          109.2         40.7

     Selling, general and
       administrative expenses        123.1       33.8              111.4          34.9           94.4         35.2
     Restructuring and
       reorganization charge            -           -                 -             -              6.8          2.5
     Intangible amortization            2.0        0.5                2.0           0.6            2.0          0.7
                                    -------      -----              -----         -----        -------       ------

     Operating income                  38.3       10.5               29.1           9.2            6.0          2.3

     Interest expense                  24.8        6.8               21.7           6.8           20.5          7.6
     Other expense                      0.4        0.1                0.2           0.1            0.4          0.2
                                     ------      -----              -----         -----        -------       ------
     Income (loss)before
       income taxes                    13.1        3.6                7.2           2.3         (14.9)        (5.5)
     Provision for income taxes         0.4        0.1                1.2           0.4           0.4          0.2
                                     ------      -----              -----         -----        -------       ------

     Net income (loss)               $ 12.7       3.5%              $ 6.0          1.9%        $(15.3)       (5.7)%
                                     ======      =====              =====         =====        =======       ======
</TABLE>

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

Year Ended December 31, 2000 Compared to the Year Ended December 31, 1999

     Net  Sales.  Net sales for the year ended  December  31,  2000 were  $365.1
million,  an  increase  of 15%  compared  to $318.8  million  for the year ended
December  31,  1999.  This  increase  is  attributable  to  the  North  American
operations  which  experienced   continued  strong  growth.  Net  sales  in  the
International  business  decreased  over the prior year as a result of  negative
currency  impacts and the U.S.  Service Stores segment  decreased as a result of
fewer  stores.  Before  the  negative  impact of foreign  currency  translation,
consolidated net sales increased 18% over the prior year.


                                       11
<PAGE>


     Net Sales in North America for the year ended  December 31, 2000  increased
31% to $207.6 million compared to $158.3 million for the year ended December 31,
1999 as major product lines experienced strong growth. Shaver and grooming sales
increased  primarily as a result of new product  introductions in both the men's
and women's shaver lines, the continued  strong  performance of the Precision(R)
line of beard and mustache  trimmers and the 1999  introduction  of the personal
groomer. The hair care category experienced  significant increases in hair dryer
sales  which were  primarily  driven by a  continued  demand  for the  Vortex(R)
hairdryer,  while the increased sales of wellness  products were led by a strong
demand for the newly introduced models of paraffin wax hand spas.

     International net sales were $114.8 million for the year ended December 31,
2000,  a decrease of 1% compared to $116.1  million for the year ended  December
31,  1999.  Excluding  the $12.1  million  negative  impact of foreign  currency
translations,  net sales in the  International  business  actually  increased 9%
primarily as a result of growth in the Company's European markets,  particularly
the United Kingdom,  Germany, Italy and Ireland. This growth is reflected in all
major product categories as a result of new product  introductions and increased
distribution.

     Net sales through the Company's U.S.  Service Stores  decreased 4% to $42.7
million for the year ended  December 31, 2000  compared to $44.4 million for the
year ended  December 31,  1999.  The decrease was due to an average of six fewer
stores open during the year ended December 31, 2000.  Same store sales,  defined
as all stores  operating for twelve months in 2000 and in 1999,  increased  3.6%
from 1999 to 2000.

     Gross Profit. Gross profit was $163.4 million or 44.7% of net sales for the
year ended  December 31, 2000  compared to $142.5  million or 44.7% of net sales
for the year ended  December 31,  1999.  The gross  profit  percentage in  North
America  increased  in 2000  primarily  due to an  improved  product mix and the
impact of the Company's  continuous  cost reduction  efforts.  This increase was
offset by a decrease in the International  percentage which was caused primarily
by the strengthening of the U.S. dollar against foreign  currencies as purchases
are made in U.S.  dollars.  The gross profit  percentage in the  Company's  U.S.
Service Stores for the year ended 2000 remained consistent with 1999.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses increased to $123.1 million for the year ended December
31, 2000  compared  with $111.4  million for the year ended  December  31, 1999.
Despite an increased  investment in advertising  and  promotion,  total selling,
general and  administrative  expenses  decreased as a  percentage  of sales from
34.9% in 1999 to 33.8% in 2000  primarily  as a result  of the  higher  sales in
2000.

     Operating  Income.  Operating  income for the year 2000  increased to $38.3
million or 10.5% of net sales  compared to $29.1 million or 9.2% of net sales in
1999. The increase in operating  income is  attributable  to the increased sales
and lower selling, general and administrative expenses as a percentage of sales.

     Interest  Expense.  Interest  expense was $24.8  million for the year ended
December  31, 2000  compared to $21.7  million for the year ended  December  31,
1999. The increase is due to higher average borrowings and higher interest rates
during 2000, as well as higher amortization of deferred financing fees.


                                       12
<PAGE>


     Provision  for Income  Taxes.  The net  expense  for income  taxes was $0.4
million for the year 2000 compared to a net expense of $1.2 million in 1999. The
decrease is due to lower pretax  earnings in the  International  segment and the
recognition of certain foreign tax refunds related to prior years.

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

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

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

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

     Net sales by the Company's  U.S.  Service Stores were $44.4 million for the
year ended  December  31,  1999  compared  to $42.4  million in 1998,  despite a
decrease in the number of stores.  During 1999,  the Company closed a net of ten
stores,  bringing  the total  number of U.S.  stores to 94 at December 31, 1999.
Among the stores closed were ten service  stores  located  within the California
based  Fedco chain  which were  closed in August  1999 in  conjunction  with the
closing of the Fedco  chain.  Same store sales  increased  4% from 1998 to 1999.
Same store sales are defined as all stores  operating  for twelve months in 1999
and in 1998 except the ten Fedco stores which includes the first eight months of
1999 and the comparable eight months of 1998.

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

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


                                       13
<PAGE>


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

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

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

Liquidity and Capital Resources

     For the year ended December 31, 2000, the Company used  approximately  $3.9
million  in cash for  operating  activities,  compared  to $2.0  million of cash
provided  by  operating  activities  in 1999.  The  decrease  in cash  flow from
operations in 2000 is the result of higher working  capital levels  necessary to
fund the Company's growth.

     The Company's  operations are not capital intensive.  During 2000 and 1999,
the Company's capital expenditures, including tooling for new products, amounted
to $4.4 million and $3.5 million,  respectively.  Capital  expenditures for 2001
are anticipated to be approximately $5.0 million.

     During 2000, the Company's total  borrowings,  excluding  currency impacts,
increased by $10.6 million. However,  excluding currency impacts, cash increased
by $1.2 million over 1999, thereby increasing net borrowings by $9.4 million.

     The  Company's  primary  sources  of  liquidity  are funds  generated  from
operations and borrowings available pursuant to the Senior Credit Agreement. The
original Senior Credit Agreement  provides for $70.0 million in Revolving Credit
Facilities and $10.0 million in Term Loans. The Revolving Credit Facility is due
on June 30, 2002 and is subject to a borrowing base of 85% of eligible  accounts
receivable and 60% of eligible inventory. In addition, the borrowing base can be
increased as needed by $10.0 million over the applicable  percentage of eligible
receivables and inventories from March 16 through June 29 of 2001 (still limited
by the total amount of the facilities).  The Term Loans are repayable  quarterly
and mature on March 31, 2002.

     The  Senior  Credit  Agreement  was  amended to  provide  $15.0  million in
Supplemental  Loans and a temporary  Incremental  Revolving  Credit  Facility of
$25.0 million to help fund the Company's  seasonal  working  capital  needs.  As
required,  borrowings under the Incremental  Revolving Credit Facility were paid
off as of January 31, 2001, and the Supplemental Loans are due on June 30, 2001.
Additional  information with respect to the Company's  borrowings is included in
Note 6 of the "Notes to the  Consolidated  Financial  Statements" of the Company
appearing elsewhere herein.

     Given the  significant  growth  experienced  by the Company since 1997, the
Senior  Credit  Agreement is no longer  adequate to meet the  Company's  working
capital  needs.  Further,  based on current  forecasts,  the Company  will be in
violation of certain  covenants set forth in the Senior Credit  Agreement  later
this year. As a result of these two factors,  the Company is presently preparing
an  offering  of  additional  senior   subordinated  notes  on  terms  that  are
substantially similar to the terms of the outstanding senior subordinated notes,
and is also negotiating the terms of a new senior credit facility to replace the
existing Senior Credit Agreement.  There can be no assurance,  however, that the
Company will successfully issue the senior subordinated notes or negotiate a new
senior credit facility.  In the event that the Company is unsuccessful in one or
both of these  transactions,  it will evaluate  other  refinancing  alternatives
including, among other alternatives, seeking to amend the existing Senior Credit
Agreement.  There can be no  assurance  that the  Company  would  ultimately  be
successful in amending the Senior Credit  Agreement or in any other  refinancing
efforts.

                                       14
<PAGE>

Seasonality

     Sales  of  the  Company's  products  are  highly  seasonal,  with  a  large
percentage of net sales  occurring  during the  Christmas  selling  season.  The
Company  typically  derives on average 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 for the year.

Inflation

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

EURO Conversion

     On January 1, 1999,  eleven of fifteen  member  countries  of the  European
Union  entered a three year  transition  phase  during  which one  common  legal
currency  (the  "euro")  was   introduced.   Beginning  in  January  2002,   new
euro-denominated  bills and coins will be issued,  and local  currencies will be
removed from circulation. The Company's international businesses affected by the
euro  conversion  comprise  approximately  6% of the Company's net sales for the
year ended December 31, 2000. The Company has addressed the issues raised by the
euro  currency  conversion,  which  include,  among  others,  the  need to adapt
computer  and   financial   systems  and  business   processes  to   accommodate
euro-denominated  transactions and the impact of one common currency on pricing.
Management  believes the introduction of the euro has had no significant  impact
to date on financial  position,  results of operations and cash flows and is not
expected to have a significant impact in the future. Management will continue to
monitor this impact.


                                       15
<PAGE>


Forward Looking Statements

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


Item 7A.   Quantitative and Qualitative Disclosures About Market Risk

     The Company is exposed to market risks,  which include  changes in interest
rates as well as changes in foreign currency  exchange rates as measured against
the U.S. dollar. The Company has an established foreign exchange risk management
policy  and,  in the  normal  course  of  business,  uses  derivative  financial
instruments, primarily foreign currency forward contracts, to manage its foreign
currency  risk.  The Company  uses these  instruments  only for risk  management
purposes and does not use them for speculation or for trading.

     The Company  measures its interest rate risk and foreign  currency risk, as
outlined  below,  utilizing a sensitivity  analysis.  The  sensitivity  analysis
measures the potential loss in fair values,  cash flows, and earnings based on a
hypothetical  10% change in interest  rates and  currency  exchange  rates.  The
Company uses year-end  market rates on its financial  instruments to perform the
sensitivity  analysis.   Certain  items  such  as  lease  contracts,   insurance
contracts, and obligations for pension were not included in the analysis.

     Interest Rate Risk. The Company's debt portfolio is comprised of fixed rate
debt consisting of $130.0 million of Senior Subordinated Notes and approximately
$73.0  million of  variable  rate debt,  primarily  borrowings  under the Senior
Credit  Agreement.  For further  details,  refer to Note 6, of the "Notes to the
Consolidated Financial Statements" of the Company appearing elsewhere herein.

     The  Company's  primary  interest  rate  exposures  relate to its fixed and
variable rate debt, and any cash holdings.  For the purposes of the  sensitivity
analysis,  the potential loss in fair values is based on an immediate  change in
the net  present  values of the  Company's  interest  rate  sensitive  exposures
resulting from an immediate 10% change in interest rates.  The potential loss in
cash flows and earnings is based on the change in the net interest  expense over
a one year period due to an immediate 10% change in rates.  A  hypothetical  10%
change in  interest  rates does not have a material  impact on the fair  values,
cash flows or earnings of the Company for either 2000 or 1999.


                                       16
<PAGE>


     Foreign  Currency  Risk.  Foreign  currency  risk is  managed by the use of
foreign currency forward contracts.  The Company's  principal currency exposures
are in British pounds, Australian and Canadian dollars and the euro.

     The Company's  primary  currency rate exposures  relate to its intercompany
debt,  cash and foreign  currency  forward  contracts.  For the purposes of this
sensitivity analysis, the potential loss in fair values is based on an immediate
change  in  the  U.S.  dollar  equivalent  balances  of the  Company's  currency
exposures due to a 10% shift in currency  exchange rates.  The potential loss in
cash flows and earnings is based on the change in cash flow and earnings  over a
one-year  period  resulting  from an immediate  10% change in currency  exchange
rates. A hypothetical 10% change in the currency  exchange rates does not have a
material  impact on the fair  values,  cash flows or earnings of the Company for
either 2000 or 1999.


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



                                       17
<PAGE>


                                    PART III

ITEM 10.   Directors and Executive Officers of the Registrant.

     The following table sets forth certain information as of March 1, 2001 with
respect  to each  executive  officer  of the  Company  and  individuals  who are
directors on the Remington Management Committee.

<TABLE>
<CAPTION>

Name                                Age              Positions and Offices
----                                ---              ---------------------
<S>                                 <C>              <C>
Neil P. DeFeo                       54               Chief Executive Officer, President and Director
Joel K. Bedol                       49               Vice President, General Counsel and Secretary
Wilan van den Berg                  39               Executive Vice President International
Ann T. Buivid                       48               President, U.S. Personal Care and Wellness Division
Alexander R. Castaldi               50               Executive Vice President, Chief Financial and Administrative Officer
Lawrence D. Handler                 55               President, Remington Service Stores
Lester C. Lee                       41               President, U.S. Shaver and Grooming Division
Timothy G. Simmone                  35               Senior Vice President, Chief Technical Officer
Victor K. Kiam, II                  74               Chairman and Director
Norman W. Alpert                    42               Director
William B. Connell                  60               Director
Stephen P. Donovan, Jr.             60               Director
Victor K. Kiam, III                 41               Director
Kevin A. Mundt                      47               Director
Arthur J. Nagle                     62               Director
Daniel S. O'Connell                 46               Director
Robert L. Rosner                    41               Director
Steven M. Silver                    32               Director
</TABLE>


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

     Joel K. Bedol was appointed Vice  President,  General Counsel and Secretary
of Remington in January 2000.  From 1992 to 1999,  Mr. Bedol was Executive  Vice
President, General Counsel and Secretary of Nine West Group, Inc.


                                       18
<PAGE>


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

     Ann T. Buivid was  appointed to the position of  President,  U.S.  Personal
Care and Wellness  Division in January  2000.  Ms.  Buivid  previously  held the
position of Vice President Worldwide  Marketing and New Business  Development of
Remington to which she was appointed in September  1998.  From 1995 to 1998, Ms.
Buivid  was  Vice   President,   North  American   Marketing  and  New  Business
Development,  for the Household Products Group of Black & Decker Inc. Ms. Buivid
is currently a director of The Boyds Collection, Ltd.

     Alexander  R.  Castaldi was  appointed  to the  position of Executive  Vice
President,  Chief Financial and Administrative Officer of the Company in January
2000. Mr.  Castaldi held the title  Executive Vice President and Chief Financial
Officer of Remington  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 held the position of 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  Remington
Service Stores from January 1995,  when he joined  Remington  Products  Company,
predecessor to the Company, until June 1996.

     Lester  C. Lee was  appointed  to  President,  U.S.  Shavers  and  Grooming
Division in January 2000.  Previously,  Mr. Lee held the position of Senior Vice
President  Sales and Integrated  Logistics of the Company since July 1997.  From
1995 until  1997,  Mr. Lee was  employed  by Pacific  Bell  Mobile  Services,  a
Division of Pacific Telesis,  most recently as Vice President of Sales, and from
1989 until 1995, he was employed by Norelco Consumer Products Company in various
sales positions, including Director of Sales, Western Division.

     Timothy G. Simmone was appointed as Senior Vice President,  Chief Technical
Officer,  as of February  14,  2001.  Prior to this time he held the position of
Vice President, Chief Technical Officer of the Company to which he was appointed
in June  1997.  From 1988 until  1997,  he was  employed  by The  Stanley  Works
Corporation in various engineering  positions,  most recently as Vice President,
Product Development of the Stanley Fastening Systems Division.

     Victor K. Kiam, II has served as Chairman  since May 1996.  From 1979 until
1996 he  served  as Chief  Executive  Officer  of  Remington  Products  Company,
predecessor to the Company.  Mr. Kiam is the Chairman of RPI Corp.,  Chairman of
the  Board of  Ronson  P.L.C.,  Chairman  of PIC  Design  and a  director  of CT
Holdings, Inc.

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


                                       19
<PAGE>


     William B. Connell has been a Director of  Remington  since 1996 and served
as a director of Remington  Products  Company from 1990 to 1996.  Mr. Connell is
currently  Chairman of EBD Holdings,  Inc., a private venture capital group. Mr.
Connell previously served as Vice Chairman of Whittle Communications,  L.P. from
1992 to 1994 and served as its President and Chief  Operating  Officer from 1990
to 1992.  In  addition  to  Remington,  Mr.  Connell is  currently a director of
Dolphin Software,  Inc., Baldwin Piano & Organ, Inc. and Information  Resources,
Inc.

     Stephen P.  Donovan,  Jr. has been a director of Remington  since  February
2001. Mr. Donovan is currently President, Global Beverage and North America Food
& Beverage for the Procter & Gamble  Company.  He has been with Procter & Gamble
for more than 30 years holding a wide range of executive positions.

     Victor K. Kiam,  III has been a Director  of  Remington  since May 1996 and
served as a director of Remington  Products  Company from 1992 to 1996.  Mr Kiam
has been President of RPI Corp.  since 1999 and  previously  served as Executive
Vice  President of RPI Corp.  since 1996. He was employed by Remington  Products
Company from 1986 until 1996 in a variety of positions in  manufacturing,  sales
and marketing,  including Vice President Corporate Development. He is the son of
Victor K. Kiam, II.

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

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

     Daniel S.  O'Connell has been a Director of Remington  since May 1996.  Mr.
O'Connell  is founder and the Chief  Executive  Officer of Vestar  Capital.  Mr.
O'Connell  is a  director  of  Aearo  Corporation,  Cluett  American  Investment
Corporation,  Insight Communications  Company, Inc.,  Russell-Stanley  Holdings,
Inc., Sunrise Medical, Inc., Siegelgale Holdings, Inc. and St. John Knits, Inc.,
companies in which Vestar or its affiliates have a significant equity interest.


                                       20
<PAGE>


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

     Steven M. Silver has been a Director of Remington  since February 2001. Mr.
Silver is a Managing Director of Vestar Capital and has been employed in various
positions  at Vestar  Capital  since 1995.  Mr.  Silver  serves as a director of
Cluett American Investment  Corporation and Sunrise Medical,  Inc., companies in
which Vestar or its affiliates have a significant equity interest.

ITEM 11.   Executive Compensation

Compensation of Executive Officers

     The following Summary  Compensation Table includes individual  compensation
information  during  each  of the  last  three  years  for the  Company's  Chief
Executive  Officer and each of the next four most highly  compensated  executive
officers of the Company who were serving as executive officers of the Company at
the end of 2000  (collectively,  the "Named  Executive  Officers")  for services
rendered  in all  capacities  to the  Company.  The  Named  Executive  Officers'
respective titles are those in effect as of December 31, 2000.

<TABLE>
<CAPTION>

                                                            Annual Compensation(1)                All Other
Name and Principal Position                      Year     Salary ($)(2)    Bonus ($)(3)      Compensation ($)(4)
---------------------------                      ----     -------------    ------------      --------------------
<S>                                              <C>        <C>      <C>       <C>                 <C>     <C>
Neil P. DeFeo, CEO, President, and               2000      $596,828          $953,800              $5,250
Director                                         1999       431,635           652,500               2,767
                                                 1998       400,000           300,000               2,569

Alexander R. Castaldi, Executive VP              2000       324,231           351,488               4,601
and Chief Financial and                          1999       283,077           370,500               3,868
Administrative Officer                           1998       265,000           172,250               3,348

Wilan van den Berg, Executive VP                 2000       275,000           138,536 (5)          16,000  (6)
International                                    1999       250,000           187,296 (5)         127,642  (7)
                                                 1998        68,750            35,000              30,800  (8)

Lester C. Lee, President, U.S. Shaver and        2000       250,404           222,450               4,811
Grooming Division                                1999       218,557           168,399               4,753
                                                 1998       205,000           104,612               3,265

Ann T. Buivid, President, U.S. Personal Care     2000       239,231           198,000               4,886
and Wellness Division                            1999       200,000           157,500               4,598
                                                 1998        64,615            34,162                 308
</TABLE>
-----------------------
(1)  Does not include value of perquisites  and other personal  benefits for any
     named executive  officer since the aggregate amount of such compensation is
     the  lesser  of  $50,000  or 10% of the total of  annual  salary  and bonus
     reported for the named executive.
(2)  Includes  compensation  earned during the year but deferred pursuant to the
     Company's Deferred Compensation Plan.
(3)  Bonus  amounts  shown are those accrued for and paid in or after the end of
     the year and include amounts  deferred  pursuant to the Company's  Deferred
     Compensation Plan.
(4)  The  amounts  shown  consist  of  Company  matching  contributions  to  the
     Company's 401(k) Plan unless otherwise noted.
(5)  The amounts shown include an  expatriate  allowance of $50,000 and $25,000
     for the year ended December 31, 2000 and 1999, respectively.
(6)  The amount shown consists of a car allowance.
(7)  The amount consists of relocation expenses and car allowance in the amounts
     of $111,642 and $16,000, respectively.
(8)  The amounts shown are relocation expenses.


                                       21
<PAGE>


Compensation of Directors

     Messrs.  William B. Connell,  Stephen P. Donovan,  Jr., and Kevin A. Mundt,
Directors of the Company,  each receive annual  compensation  of $20,000 payable
quarterly for services in such capacity.  Commencing in 2001, Mr.  Connell,  Mr.
Mundt and Mr.  Donovan will  receive an  additional  $1,000 for each  Management
Committee  meeting  attended.  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 their
attendance at meetings.

Compensation Committee Interlocks and Insider Participation

     The  compensation  committee  of the  Management  Committee of Remington is
comprised of Messrs. Norman W. Alpert, Victor K. Kiam, III and Arthur J. Nagle.

Other Arrangements

     The Company has an employment  agreement with Mr. DeFeo which,  as amended,
provides for his continued  employment as President and Chief Executive  Officer
through January 2002, which will automatically  renew for a period of two years,
unless earlier terminated.  The agreement provides for a base salary of not less
than $600,000, and an annual bonus not less than 95% of base salary 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 24
months  of  salary  continuation  plus the  annual  bonuses  he would  have been
entitled to if his employment is involuntarily terminated other than for "cause"
or if he resigns for "good reason" (which  includes a "change of control" of the
Company),  or 18 months of salary  continuation plus 150% of his annual bonus in
the event the  agreement  is not  renewed by the Company or he resigns for "good
reason"  (by reason of a "change of  control").  Change of control is defined in
this  agreement as when  Vestar's  beneficial  ownership  falls below 50% of the
common equity interests in the Company, and Vestar no longer has the legal right
to control  management  of the Company,  provided that such change of control is
not in  connection  with or after an initial  public  offering of the  Company's
stock.  The  Company  is also  required  to  provide  Mr.  DeFeo  with term life
insurance  in the amount of not less than the sum of two times base  salary plus
$500,000.

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


                                       22
<PAGE>


     The Company has entered into an employment agreement with Mr. van den Berg,
which  provides  for his  continued  employment  as Executive  Vice  President -
International  of the  Company  through  September  20,  2001,  and  which  will
automatically renew for successive one year periods,  unless earlier terminated.
The  agreement  provides  for a  base  salary  of  $275,000  and a  bonus  to be
determined  in  accordance  with the bonus plan of Remington  Consumer  Products
Ltd., a wholly-owned  subsidiary of the Company. The agreement also provides for
Mr. van den Berg to receive an expatriate  allowance of $50,000 per year. In the
event of the termination of Mr. van den Berg's  employment  without cause, he is
entitled to receive salary  continuation based upon his then current base salary
for a period of 12 months from the date of termination, subject to the Change of
Control Agreement described below.

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

     The Company has entered  into  Change of Control  Agreements  with  Messrs.
Castaldi,  Lee,  van den Berg and Ms.  Buivid  pursuant  to which  they  will be
entitled to payments under certain circumstances in the event of the termination
of their employment  following a change of control of the Company (generally,  a
reduction of Vestar's  ownership  which renders it unable to elect a majority of
the board of directors and  significant  changes in the composition of the board
of directors of the Company).  The agreements  continue in effect until December
31, 2002, and are thereafter  extended for  additional  one-year  periods for as
long  as  the  Company   achieves  annual  earnings  before   interest,   taxes,
depreciation and amortization of at least $50 million. In the event of a "change
of control" of the Company and  subsequent  termination of the employment of the
executive  within a period of twelve  months  following  the  change of  control
either by the executive for "good reason" or by the Company "without cause", the
executive  shall be entitled to an amount  calculated as two years of salary and
one year of bonus (based on the  Company's  existing  bonus plan for the year in
which the  termination  occurs),  together with a continuation of benefits for a
two-year period. The executive will be subject to a non-competition  restriction
during the two-year period  following the termination of employment.  The Change
of Control  Agreements  supercede  other  severance  programs,  if any, that the
executive may have with respect to termination of employment  following a change
of control.


                                       23
<PAGE>


Bonus Plan

     The Company has an annual  bonus plan (the "Bonus  Plan") which is designed
to motivate each employee participant. Approximately 300 employees in the United
States and 200 employees in the international operations will participate in the
Bonus Plan in the year 2001. Under the Bonus Plan, each  participating  employee
is assigned a target bonus award,  representing  a percentage of the  employee's
annual  base  salary that will be paid if  predetermined  performance  goals are
achieved.  The target bonus awards  represent up to 95% of annual base salary if
the base performance goal is achieved,  with additional amounts being payable to
the extent such base  performance  goal is exceeded.  Performance  goals for the
various  divisions of the Company are established  annually by the  Compensation
Committee of the Company.

Deferred Compensation Plan

     The Company has a Deferred  Compensation  Plan  pursuant to which  eligible
executive employees (including the Named Executive Officers,  except for Mr. van
den Berg) may elect to defer  all or a portion  of the bonus  otherwise  payable
under the Company's  Bonus Plan and up to 33% of their annual  salary,  and such
amounts are placed into a deferral account.  The participants may select various
mutual funds in which all or a part of their  deferral  accounts shall be deemed
to be invested.  Distributions  from a participant's  deferral  accounts will be
paid in a lump sum or in equal  annual  installments  over a period  of up to 15
years beginning upon their termination of employment,  death or retirement.  All
amounts deferred by the participants  pursuant to the Deferred Compensation Plan
are paid to a 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 certain circumstances.

Phantom Equity Program

     The Company has a Phantom  Equity  Program  under which a maximum of 22% of
the value of the Company's Equity can be awarded to selected  officers and other
key employees of the Company and its  affiliates.  The Phantom Equity Program is
comprised of time based,  performance  based and super performance 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 entire 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 to the outstanding  Equity. This amount will be payable, at the
Company's  option,  in a lump sum upon  the  closing  of the sale or in the same
manner as the selling  members.  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  will receive the applicable  percentage of the
fair market value of the Equity,  determined by the Management  Committee of the
Company,  payable at the Company's  option,  in cash, in up to five equal annual
installments or upon an IPO or Company sale.


                                       24
<PAGE>


     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 criterion is either a Company sale or
Vestar's  ownership  falling below 10% of the Common  Units.  As of December 31,
2000, the Company achieved the specified  performance  targets required for full
vesting of the outstanding performance based awards. Any super performance based
award  which is not fully  vested by  December  31,  2002 will be  automatically
terminated.

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

     During 2000 time based awards were issued to Mr. DeFeo and Ms. Buivid,  for
1.0% and 0.2% of the Equity, respectively.


                                       25
<PAGE>


     The  following  table  contains  information  with  respect to  outstanding
phantom awards for each of the Named Executive Officers as of December 31, 2000:

<TABLE>
<CAPTION>


                                                Amount of Equity                         Value of
Name                                         Underlying Awards (1)                Unexercised Awards (2)
----                                         ---------------------                ----------------------

<S>                                                 <C>  <C>                               <C>
Neil P. DeFeo                                       5.00 (3)                               N/A
                                                    2.00 (4)                               N/A

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

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

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

Ann T. Buivid                                       0.55 (3)                               N/A
                                                    0.20 (4)                               N/A
                                                    0.10 (5)                               N/A

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

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

(3)  Time based awards, which expire on December 31, 2009 of which approximately
     70% of the total 8.25  outstanding  time based awards  presented above have
     vested as of March 1, 2001.

(4)  Performance based awards which are fully vested.

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

401(k) Plan

     The Company  maintains a savings plan (the "Savings Plan")  qualified under
Sections 401 (a) and 401(k) of the U.S.  Internal Revenue Code.  Generally,  all
employees of the Company in the United States who have  completed at least three
months of service  with the Company are eligible to  participate  in the Savings
Plan.  For each employee who elects to participate in the Savings Plan and makes
a contribution  thereto, the Company makes a matching contribution of 50% of the
first 6% of annual compensation  contributed.  The maximum  contribution for any
participant for any year is 15% of such participant's eligible compensation, not
to exceed $10,500.


                                       26
<PAGE>


ITEM 12.   Security Ownership of Certain Beneficial Owners and Management

     Set forth  below is certain  information  regarding  the  ownership  of the
Preferred Equity and Common Units of Remington by each person known by Remington
to  beneficially  own 5.0% or more of the  outstanding  interests  of either the
Preferred Equity or Common Units,  each Director and Named Executive Officer and
all Directors and executive officers as a group as of March 1, 2001.

<TABLE>
<CAPTION>

                                                                            Preferred Equity       Common Units
                                                                           ------------------     --------------
     Name                                                                  Capital(1)     %        Number    %
     ----                                                                  ----------   -----     -------  -----

<S>                              <C>                                       <C>           <C>        <C>      <C>
     Vestar Equity Partners L.P. (2)(3)                                    $30,000,000   48.4%      34,400   50%
        245 Park Avenue, 41st Floor
        New York, New York 10167
     RPI Corp. (3)                                                          32,000,000   51.6%      34,400   50%
        555 Madison Avenue, 23rd Floor
        New York, New York 10022
     Victor K. Kiam, II (3)(4)                                              32,000,000   51.6%      34,400   50%
     Norman W. Alpert (5)                                                   30,000,000   48.4%      34,400   50%
     Arthur J. Nagle (5)                                                    30,000,000   48.4%      34,400   50%
     Daniel S. O'Connell (5)                                                30,000,000   48.4%      34,400   50%
     Robert L. Rosner (5)                                                   30,000,000   48.4%      34,400   50%
     Steven M. Silver (5)                                                   30,000,000   48.4%      34,400   50%
     Directors and executive officers as a group
       (6 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
          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  co-investors,  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,  Rosner and Silver, who are
          Directors of Remington,  are affiliated  with Vestar in the capacities
          described  under Item 10,  Directors and Executive  Officers,  and are
          stockholders of VAC. Individually, no stockholder, director or officer
          of VAC has or  shares  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,  Rosner or Silver 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,  Rosner and Silver are affiliated
          with Vestar in the  capacities  described  in Item 10,  Directors  and
          Executive Officers.  Amounts reported for these individuals consist of
          the   $30,000,000   of  Preferred   Equity  and  34,440  Common  Units
          beneficially owned by Vestar through the Vestar Members, of which such
          persons  disclaim  beneficial  ownership  of this  equity.  Each  such
          person's  business  address is c/o Vestar Equity  Partners,  L.P., 245
          Park Avenue, 41st Floor, New York, New York 10167.


                                       27
<PAGE>


ITEM 13.   Certain Relationships and Related Transactions

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

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

     Pursuant to a Non-Competition  Agreement (the "Non-Competition  Agreement")
dated May 23, 1996, between the Company,  the Vestar Members and Victor K. Kiam,
II and  Victor K. Kiam,  III  (Victor  K.  Kiam,  II and  Victor K.  Kiam,  III,
collectively 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" in the Company and thereafter for: (i) five years,  with
respect to electric shavers,  shaver accessories and grooming products, and (ii)
three years, with respect to personal care appliances,  home health  appliances,
travel  appliances,  environmental  products,  dental products and small kitchen
appliances.  "Significant Interest" is defined as serving as a consultant to the
Company  pursuant  to the  Consulting  Agreement,  serving  as a  member  of the
Management Committee of the Company, or beneficial ownership of more than 10% of
the outstanding Equity of the Company. The Non-Competition  Agreement allows the
Kiams  to  continue  to  market  certain  competing  travel  appliance  products
developed by an affiliate of the Kiams.

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


                                       28
<PAGE>


                                     PART IV


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

(a) 1.   Financial Statements

    2.   Financial Statement Schedule

    3.  Exhibits

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

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

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

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

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

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

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

                                       29
<PAGE>


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

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

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

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

          10.6 Fifth  Amendment,  dated as of March 11,  1999 to the  Credit and
               Guarantee Agreement. Incorporated by reference to Exhibit 10.6 in
               the  Company's  Annual  Report  on Form  10-K for the year  ended
               December 31, 1998.

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

          10.8 Seventh  Amendment  dated as of August 18, 2000 to the Credit and
               Guarantee Agreement. Incorporated by reference to Exhibit 10.1 in
               the Company's Current Report on Form 8-K dated August 24, 2000.

          10.9 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).

         10.10 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).

         10.11 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).

                                       30
<PAGE>


         10.12 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).

         10.13 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).

         10.14 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).

         10.15 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).

         10.16 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).

         10.17 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).

         10.18 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).

         10.19 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).

         10.20 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).

         10.21 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).

                                       31
<PAGE>


         10.22 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).

         10.23 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).

         10.24 Employment  Agreement  made as of  January  1, 2000  between  the
               Company and Neil P. DeFeo.  Incorporated  by reference to Exhibit
               10 in the Company's Quarterly Report on Form 10-Q for the quarter
               ended June 30, 2000.

         10.25 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.

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

         10.27 Employment  Agreement  made as of September  21, 2000 between the
               Company and Wilan van den Berg.

         10.28 Letter  Agreement dated June 17, 1997 between the Company and Tim
               Simmone.  Incorporated  by  reference  to  Exhibit  10.27  in the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1999.

         10.29 Letter  Agreement  dated  August 7, 1998  between the Company and
               Ann T. Buivid.  Incorporated by reference to Exhibit 10.28 in the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1999.

         10.30 Letter  Agreement  dated  January 3, 2000 between the Company and
               Joel K. Bedol.  Incorporated by reference to Exhibit 10.29 in the
               Company's  Annual Report on Form 10-K for the year ended December
               31, 1999.

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


                                       32
<PAGE>


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

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

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

         10.35 Form of Change in Control  Agreement  dated September 20, 2000 by
               and between the Company and certain Executives.

         10.36 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).

         10.37 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).

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

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

          21   Subsidiaries of Remington.

          24   Powers of Attorney.


                                       33
<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 28, 2001

     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 indicated below on March 28, 2001.


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


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

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


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


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


                  *                                         *
---------------------------------------    -------------------------------------
Kevin A. Mundt, Director                   Steven M. Silver, Director


*By  /s/ by Kris J. Kelley                                  *
-------------------------------------      -------------------------------------
  Kris J. Kelley, as Attorney-in-Fact      Stephen P. Donovan, Jr., Director



                                       34
<PAGE>



                          INDEX TO FINANCIAL STATEMENTS

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

Independent Auditors' Report                                                                   F-2

     Consolidated Balance Sheets as of December 31, 2000 and 1999                              F-3

     Consolidated Statements of Operations for each of the years in the three-year
        period ended December 31, 2000                                                         F-4

     Consolidated Statements of Members' Deficit for each of the years in the
        three-year period ended December 31, 2000                                              F-5

     Consolidated Statements of Cash Flows for each of the years in the three-year
        period ended December 31, 2000                                                         F-6

     Notes to Consolidated Financial Statements                                                F-7

Financial Statement Schedule

     Schedule II - Valuation and Qualifying Accounts for each of the years in                  S-1
         the three-year period ended December 31, 2000


</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,
2000 and 1999, and the related consolidated  statements of operations,  members'
deficit, and cash flows for each of the three years in the period ended December
31, 2000. Our audits also included the consolidated financial statement schedule
listed in the index to the consolidated  financial statements.  The consolidated
financial  statements and financial statement schedule are the responsibility of
the Company's  management.  Our responsibility is to express an opinion on these
consolidated  financial statements and financial statement schedule based on our
audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  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, 2000 and 1999, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  2000,  in
conformity with accounting principles generally accepted in the United States of
America.  Also, in our opinion,  the consolidated  financial statement schedule,
when considered in relation to the basic consolidated financial statements taken
as a whole, presents fairly in all material respects,  the information set forth
therein.


DELOITTE & TOUCHE L.L.P.



Stamford, Connecticut
February 7, 2001


                                       F-2
<PAGE>


                       Remington Products Company, L.L.C.

                           Consolidated Balance Sheets
                                 (in thousands)

<TABLE>
<CAPTION>


                                                                              December 31,
                                                                       -------------------------
                                                                         2000             1999
                                                                       --------          -------
<S>                                                                   <C>               <C>
ASSETS

Current assets:
    Cash and cash equivalents                                          $10,342           $ 9,866
    Accounts receivable, less allowance for doubtful accounts
      of $2,190 in 2000 and $2,335 in 1999                              89,388            78,503
    Inventories                                                         66,854            55,456
    Prepaid and other assets                                             3,388             4,051
                                                                      --------          --------
            Total current assets                                       169,972           147,876

Property, plant and equipment, net                                      12,807            12,718
Intangibles, net                                                        54,522            56,641
Other assets                                                             5,186             6,755
                                                                      --------          --------
Total assets                                                          $242,487          $223,990
                                                                      ========          ========

LIABILITIES AND MEMBERS' DEFICIT

Current liabilities:
    Accounts payable                                                   $23,886           $23,643
    Short-term borrowings                                                4,732             5,790
    Current portion of long-term debt                                    3,373             2,323
    Accrued liabilities                                                 31,942            31,067
                                                                      --------          --------
            Total current liabilities                                   63,933            62,823

Long-term debt                                                         195,161           187,728
Other liabilities                                                          897             1,222
Commitments and contingencies

Members' deficit:
     Members' deficit                                                 (12,701)          (25,438)
     Accumulated other comprehensive income                            (4,803)           (2,345)
                                                                      -------          --------

            Total members' deficit                                    (17,504)          (27,783)
                                                                      -------          --------
            Total liabilities and members' deficit                    $242,487         $223,990
                                                                      ========         ========
</TABLE>

                 See notes to consolidated financial statements.



                                       F-3
<PAGE>



                       Remington Products Company, L.L.C.

                      Consolidated Statements of Operations
                                 (in thousands)


<TABLE>
<CAPTION>
                                                                            Year Ended December 31,
                                                            --------------------------------------------------
                                                              2000                 1999                 1998
                                                            --------             --------           ----------
<S>                                                         <C>                  <C>                <C>
Net sales                                                   $365,149             $318,766           $ 268,357
Cost of sales                                                201,765              176,269             159,175
                                                            --------             --------           ---------
          Gross profit                                       163,384              142,497             109,182

Selling, general and administrative expenses                 123,177              111,434              94,415
Restructuring and reorganization charge                           --                   --               6,806
Amortization of intangibles                                    1,952                1,943               1,945
                                                            --------             --------           ---------
         Operating income                                     38,255               29,120               6,016

Interest expense                                              24,774               21,723              20,499
Other expense                                                    345                  127                 472
                                                            --------             --------           ---------
         Income (loss) before income taxes                    13,136                7,270             (14,955)

Provision for income taxes                                       399                1,235                 382
                                                            --------             --------           ---------
         Net income (loss)                                  $ 12,737             $  6,035           $ (15,337)
                                                            ========             ========           =========

Net income (loss) applicable to common units                $    823             $ (4,550)          $ (24,741)
                                                            ========             ========           =========
</TABLE>

                 See notes to consolidated financial statements.




                                       F-4
<PAGE>



                       Remington Products Company, L.L.C.

                   Consolidated Statements of Members' Deficit
                                 (in thousands)


<TABLE>
<CAPTION>

                                                                                        Accumulated
                                                                                           Other        Total
                                            Preferred  Common      Other  Accumulated  Comprehensive   Members'
                                              Equity    Units     Capital   Deficit       Income       Deficit
                                            ---------  -------   -------- -----------  -------------   --------

<S>                                         <C>       <C>        <C>        <C>          <C>          <C>
Balance, January 1, 1998                    $74,932   $ 7,122    $(73,921)  $(24,027)    $(2,384)     $(18,278)

    Preferred Dividend                        9,404                           (9,404)                       --
    Repurchase of common units                           (242)                                            (242)
    Comprehensive income (loss):
       Net loss                                                              (15,337)
       Foreign currency translation                                                         (708)
       Cumulative effect of adoption of SFAS 133                                            (105)
       Unrealized hedging loss                                                               (71)
    Total comprehensive income (loss)                                                                  (16,221)
                                            -------    ------    --------   --------     -------       -------
Balance, December 31, 1998                   84,336     6,880     (73,921)   (48,768)     (3,268)      (34,741)

     Preferred Dividend                      10,585                          (10,585)                       --
     Comprehensive income:
       Net income                                                               6,035
       Foreign currency translation                                                          864
       Unrealized hedging gain                                                                59
    Total comprehensive income                                                                           6,958
                                            -------    ------    --------   --------     -------       -------
Balance, December 31, 1999                   94,921     6,880     (73,921)   (53,318)     (2,345)      (27,783)

     Preferred Dividend                      11,914                          (11,914)
     Comprehensive income:
       Net income                                                             12,737
       Foreign currency translation                                                       (2,235)
       Unrealized hedging loss                                                              (223)
    Total comprehensive income (loss)                                                                   10,279
                                           --------    ------    --------   --------     -------      --------
Balance, December 31, 2000                 $106,835    $6,880    $(73,921)  $(52,495)    $(4,803)     $(17,504)
                                           ========    ======    ========   ========     =======      ========

</TABLE>




                 See notes to consolidated financial statements.


                                       F-5
<PAGE>



                       Remington Products Company, L.L.C.

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                          Year Ended December 31,
                                                               ----------------------------------------------
                                                                  2000               1999             1998
                                                                 ------             ------           ------
<S>                                                               <C>                  <C>              <C>
Cash flows from operating activities:
Net income (loss)                                              $ 12,737             $6,035           $(15,337)

   Adjustment to reconcile net income (loss) to net cash
       provided by (used in)operating activities:
       Depreciation                                               3,801              3,612              3,224
       Amortization of intangibles                                1,952              1,943              1,945
       Amortization of deferred financing fees                    2,790              1,388              1,110
       Restructuring and reorganization charge                       --                 --              6,806
       Inventory write-down                                          --                 --              2,760
       Deferred income taxes                                         22               (144)               (26)
       Foreign currency forward (gains) losses                      223                (59)                71
                                                               --------           --------           --------
                                                                 21,525             12,775                553
       Changes in assets and liabilities:
          Accounts receivable                                   (14,700)           (18,505)            (6,946)
          Inventories                                           (14,431)            (5,293)             7,584
          Accounts payable                                          506              7,662              2,622
          Accrued liabilities                                     2,151              5,355             (5,518)
          Other, net                                              1,066                 (5)            (1,401)
                                                               --------           --------            -------
            Cash provided by (used in) operating activities      (3,883)             1,989             (3,106)
                                                               --------           --------            -------

Cash flows from investing activities:
   Capital expenditures                                          (4,414)            (3,518)            (3,879)
                                                               --------           --------            -------

Cash flows from financing activities:
   Repayments under term loan facilities                         (1,918)            (1,311)            (1,426)
   Borrowings under term loan facilities                             --             15,000                 --
   Repayments under credit facilities                           (49,497)           (47,254)           (38,029)
   Borrowings under credit facilities                            61,989             41,580             45,661
   Equity repurchases                                                --                 --               (242)
   Debt issuance costs and other, net                            (1,107)              (842)              (221)
                                                               --------            --------           -------
              Cash provided by financing activities               9,467              7,173              5,743
              Effect of exchange rate changes on cash             (694)                (27)                83
                                                               --------            -------            -------
Increase (decrease) in cash and cash equivalents                    476              5,617             (1,159)
Cash and cash equivalents, beginning of year                      9,866              4,249              5,408
                                                               --------            -------            -------
            Cash and cash equivalents, end of year             $ 10,342            $ 9,866            $ 4,249
                                                               ========            =======            =======

Supplemental cash flow information:
       Interest paid                                           $ 21,810            $20,302            $19,144
       Income taxes paid (refunded), net                       $   (17)            $   248            $ 2,331


</TABLE>
                 See notes to consolidated financial statements.


                                       F-6
<PAGE>



                       Remington Products Company, L.L.C.

                   Notes to Consolidated Financial Statements

1.   Summary of Significant Accounting Policies

     Remington Products Company, L.L.C. and its wholly owned subsidiaries,  (the
"Company") develop and market personal care products. The Company distributes on
a worldwide basis electrical shavers and accessories,  grooming  products,  hair
care appliances,  including hair dryers and hairsetters,  wellness products such
as paraffin  wax hand spas and foot spas,  and other small  electrical  consumer
products.  The  Company's  products are sold  worldwide  primarily  through mass
merchandisers,  catalog  showrooms,  drug store chains and department  stores in
addition to the Company's own service stores.

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

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

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

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

  Inventories:
     The majority of the Company's  inventories  are valued at the lower of cost
or market utilizing the first-in, first-out (FIFO) method. Domestic manufactured
inventories, which represent approximately 6% of the consolidated inventories as
of December 31, 2000 and 8% at December 31, 1999, are stated at cost  determined
by the last-in,  first-out (LIFO) method.  As of December 31, 2000 and 1999, the
excess  of  current  replacement  cost over  LIFO  cost of  inventories  was not
significant.

  Property, Plant and Equipment:
     Property,  plant and equipment is recorded primarily at cost.  Depreciation
is provided for principally on a straight-line  basis over the estimated  useful
lives of the assets, which range from 3 to 20 years.  Leasehold improvements are
amortized over the lesser of the lease term or the estimated useful lives of the
improvements.

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


                                       F-7
<PAGE>


                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


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

    Revenue Recognition:
     Revenue from  product  sales is  recognized  when the goods are shipped and
title passes to the customer.

    Research and Development:
     Research and development  costs related to both present and future products
are expensed as incurred. Such costs totaled $4.2 million, $4.0 million and $4.3
million for the years ended December 31, 2000, 1999 and 1998, respectively.

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

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

     In accordance with the Company's  foreign exchange risk management  policy,
the Company's foreign  subsidiaries hedge the forecasted  purchases of inventory
denominated in currencies  different then the subsidiary's  functional currency.
The derivative  contracts  related to these hedges primarily  consist of forward
foreign  exchange  contracts,  which are  designated as cash flow hedges.  These
forward  contracts  generally have maturities not exceeding  twelve months.  For
cash flow hedges, the fair value changes of the derivative  instruments  related
to the effective portion of the hedges are initially  recorded as a component of
OCI.  Unrealized gains and losses on cash flow hedges  accumulate in OCI and are
reclassified  into earnings in the periods in which earnings are impacted by the
variability of the cash flows of the hedged item.  For  forecasted  purchases of
inventory,  amounts are  reclassified  when the hedged inventory is reflected in
cost of goods sold. As of December 31, 2000, other than forward foreign exchange
contracts, the Company was not party to any other derivatives as defined by SFAS
No. 133.

     At December 31, 2000,  the Company had  unrealized  losses of $0.3 million,
net of tax,  classified in OCI for its outstanding  hedge  contracts  related to
forecasted inventory purchases. A significant portion of this amount is expected
to be  reclassified  to cost of goods sold in the first six months of 2001.  For
the year ended December 31, 2000, the losses classified in cost of sales related
to the  ineffective  portion of the Company's  outstanding  hedge contracts were
immaterial.  The  cumulative  effect of a change in accounting  principle due to
adoption of SFAS No. 133 as of July 1, 1998 had an immaterial impact on earnings
and a $0.1 million impact to OCI.

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

  Translation of Foreign Currencies:
     Assets and liabilities of the Company's foreign subsidiaries are translated
at the  exchange  rate in  effect  at each  balance  sheet  date.  Statement  of
operations  accounts are translated at the average exchange rate for the period.
Translation  adjustments  arising from the use of differing  exchange rates from
period to period are included in the cumulative  translation  adjustment account
in OCI. Foreign currency transaction gains and losses are recognized in earnings
and totaled net losses of $0.9  million,  $0.5  million and $0.7 million for the
years ended December 31, 2000, 1999 and 1998, respectively.


                                       F-8
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


2.   Inventories

     Inventories  were  comprised  of the  following as of December 31, 2000 and
1999 (in thousands):


                                              2000             1999
                                            --------         ---------

     Finished goods                          $63,673          $53,351
     Work in process and raw materials         3,181            2,105
                                             -------          -------
                                             $66,854          $55,456
                                             =======          =======

3.   Property, Plant and Equipment

     Property, plant and equipment as of December 31, 2000 and 1999 consisted of
(in thousands):


                                              2000             1999
                                            --------         --------

      Land and buildings                     $ 2,517           $2,517
      Leasehold improvements                   4,573            4,615
      Machinery, equipment and tooling         9,867            9,705
      Furniture, fixtures and other            7,233            4,872
                                             -------           ------
                                              24,190           21,709

      Less accumulated depreciation          (11,383)          (8,991)
                                             -------          -------
                                             $12,807          $12,718
                                             =======          =======
4.  Intangibles

     Intangibles   were   comprised  of  the  following   (net  of   accumulated
amortization  of $8,936 and $7,020  thousand)  as of December 31, 2000 and 1999,
respectively (in thousands):

                                              2000             1999
                                            --------         --------

      Goodwill                              $28,529           $29,509
      Tradenames                             23,482            24,145
      Patents                                 2,511             2,987
                                             ------           -------

                                            $54,522           $56,641
                                            =======           =======
5.  Accrued Liabilities

     Accrued liabilities were comprised of the following as of December 31, 2000
and 1999 (in thousands):

                                              2000             1999
                                            --------         --------

      Advertising and promotion expenses    $10,980          $ 8,263
      Compensation and benefits               7,635            7,391
      Income and other taxes payable          2,868            4,377
      Interest                                2,263            2,089
      Distribution expense                    1,145            3,295
      Other                                   7,051            5,652
                                            -------          -------
                                            $31,942          $31,067
                                            =======          =======

                                       F-9
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

6.   Debt

     Long-term debt at December 31, 2000 and 1999 consisted of (in thousands):

                                              2000             1999
                                            --------         --------
      Senior Subordinated Notes             $130,000         $130,000
      Revolving Credit Facilities             48,721           37,718
      Term and Supplemental Loans             18,978           21,207
      Capital Leases                             835            1,126
                                            --------         --------
                                             198,534          190,051
      Less current portion                    (3,373)          (2,323)
                                            --------         --------
                                            $195,161         $187,728
                                            ========         ========
     11% Senior Subordinated Notes:

     The  11%  Series  B  Senior   Subordinated  Notes  due  2006  (the  "Senior
Subordinated  Notes") are general  unsecured  obligations  of the Company  which
mature on May 15,  2006.  Interest  accrues  at the rate of 11% per annum and is
payable  semi-annually in arrears. The Senior Subordinated Notes are redeemable,
in whole or in part,  at the  option of the  Company at any time on or after May
15, 2001 at a redemption  price  ranging from 105.5% to 100.0% of the  principal
amount  then  outstanding  plus  accrued  and unpaid  interest,  depending  when
redeemed, and any applicable damages.

      Senior Credit Agreement:

     The Senior Credit Agreement, which expires on June 30, 2002, provides for a
term loan of $5.0 million to the Company and $5.0 million to the Company's  U.K.
subsidiary  (the "Term Loans"),  $15.0 million in  supplemental  term loans (the
"Supplemental  Loans")  comprised of $7.5 million in secured loans (the "Secured
Supplemental Loans") and $7.5 million in unsecured loans which are guaranteed by
the Company's controlling shareholder (the "Unsecured Supplemental Loans") and a
revolving  credit  facility of $50.0 million to the Company and $20.0 million to
the Company's U.K. subsidiary (the "Original Revolving Credit  Facilities").  In
August 2000 the Senior Credit  Agreement  was amended to provide an  incremental
revolving  credit facility of $25.0 million (the  "Incremental  Revolving Credit
Facility") thereby increasing the total revolving credit facilities available to
the  Company  and its U.K.  subsidiary  from  $70.0  million  to  $95.0  million
(collectively the "Revolving Credit Facilities").  This additional financing was
used to fund increased  seasonal  working capital  requirements  and for general
corporate purposes.

     The Revolving  Credit  Facilities are subject to a borrowing base of 85% of
eligible  accounts  receivable and 60% of eligible  inventory for the applicable
borrower.  In addition,  the borrowing  base can be increased as needed by $10.0
million over the applicable  percentage of eligible receivables and inventories,
(still  limited to the $95.0  million  total  facilities)  from March 16 through
December 15 of 2000 and March 16 through June 29 of 2001.  Borrowings  under the
Incremental  Revolving  Credit  Facility  of  $25.0  million  and  the  Original
Revolving  Credit  Facilities  of $70.0  million are due on January 31, 2001 and
June 30, 2002,  respectively.  As of December 31, 2000,  outstanding  borrowings
under the Incremental  Revolving  Credit Facility and Original  Revolving Credit
Facility were $1.1 million and $47.6 million,  respectively.  Availability under
the Revolving Credit Facilities was  approximately  $35.4 million as of December
31, 2000. The  availability  has been reduced by  approximately  $1.5 million in
short-term  commercial and stand-by letters of credit outstanding as of December
31, 2000.

     The Term Loans under the Senior  Credit  Agreement are payable in quarterly
installments. Aggregate scheduled installments remaining over the next two years
ending  December  31,  2002  are  $3.0  and  $1.0  million,   respectively.  The
Supplemental  Loans are  payable on June 30,  2001.  The  obligations  under the
Senior  Credit  Agreement,  excluding  the  Unsecured  Supplemental  Loans,  are
guaranteed by each of the Company's  domestic  subsidiaries and secured by their
assets and properties and pledge of the common equity interests.


                                      F-10
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


     Interest  rates per annum  applicable  to the loans under the Senior Credit
Agreement, excluding the Supplemental Loans, are based, at the Company's option,
upon (a) in the case of the Company,  a Eurodollar  rate  ("LIBOR") plus 2.5% or
the  greater of (i) prime rate plus 1.25% and (ii) the  federal  funds rate plus
1.75%  and  (b) in the  case  of  loans  to the  Company's  U.K.  subsidiary,  a
EuroSterling  Rate plus 2.5% or the  Sterling  Base  Rate plus  2.5%;  provided,
however,  the  interest  rates  are  subject  to  adjustment  based  on  certain
requirements  of  financial  performance.  Interest on the Secured  Supplemental
Loans is based, at the Company's  option, on LIBOR plus 6% or the greater of (i)
the prime rate plus 4.75% and (ii) the federal  funds rate plus 5.25%.  Interest
on the Unsecured  Supplemental Loans is based, at the Company's option, on LIBOR
plus 1% or the  greater  of (i) the prime rate and (ii) the  federal  funds rate
plus 0.5%. Interest is payable quarterly in arrears,  including a commitment fee
of 0.5% on the average daily unused portion of the Revolving Credit Facilities.


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 impose  restrictions  with respect to certain business  matters,
including  the amount and terms under  which the  Company can obtain  additional
financing  in the future.  In  addition,  these  agreements  limit the amount of
dividends  that the Company is permitted  to pay. As of December  31, 2000,  the
Company was in compliance with its debt covenants.

     Short Term Borrowings:

     Short Term Borrowings  consist of local  revolving  credit lines at some of
the Company's foreign  subsidiaries and totaled  approximately  $4.7 million and
$5.8 million as of December 31, 2000 and 1999,  respectively.  These  facilities
are  collateralized  by  assets of the  subsidiaries  or are  guaranteed  by the
Company.   The  weighted  average  interest  rate  under  these  facilities  was
approximately 7.1% in 2000 and 5.9% in 1999.


7.   Membership Equity

     The Vestar Members and RPI  (collectively  the "Members") have entered into
an  Amended  and  Restated  Limited   Liability   Company  Agreement  (the  "LLC
Agreement"),  which governs the relative  rights and duties of the Members.  The
ownership  interests of the Members in the Company consist of preferred members'
equity (the "Preferred Equity") and common units (the "Common Units"), together,
the "Equity". The Common Units represent the common equity of the Company. As of
December  31,  2000,  the  Company's  Common  Units were owned 50% by the Vestar
Members and 50% by RPI,  however,  in accordance with the LLC Agreement,  Vestar
effectively  controls the  Management  Committee and the affairs and policies of
the Company. The Preferred Equity is entitled to a cumulative preferred dividend
of  12%  per  annum,  compounded  quarterly,  and  to an  aggregate  liquidation
preference  of $62.0 million (net of any prior  repayments of Preferred  Equity)
plus any accrued but unpaid  preferred  dividends.  As of December  31, 2000 the
aggregate unpaid Preferred Equity, including accrued dividends of $44.8 million,
totaled $106.8 million of which the Vestar Members own 48.4% and RPI owns 51.6%.

     In January 1998, the Company  repurchased any remaining  outstanding common
units  owned by certain  officers  of the  Company,  cancelled  all  outstanding
related options and adopted a new Phantom Equity Program. Under this program, as
amended, a maximum of 22% of the value of the Company's Equity can be awarded to
selected  officers and other key  employees of the Company.  The Phantom  Equity
Program is  comprised  of time based,  performance  based and super  performance
based awards.  All awards grant to the  recipient a specified  percentage of the
Equity (the "applicable percentage").


                                      F-11
<PAGE>
                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

     A time based award vests in five equal annual  installments,  upon the sale
of the  Company or upon an  initial  public  offering  of the  Company's  stock,
whichever comes first.  The performance and super  performance  based awards are
similar to the time based awards  except that  performance  based award vests in
stages as the Company  achieves  specified  performance  targets while the super
performance  based award vests entirely upon the achievement of a single target.
As of December 31, 2000, the Company achieved the specified  performance  target
required for full vesting of the outstanding  performance based awards.  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, IPO, or when Vestar's  ownership falls below 10% of the Common Units.  Any
super  performance  based award which is not fully  vested by December  31, 2002
will be automatically terminated.

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


8.       Restructure and Reorganization Charge

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

     The Company  substantially  completed  the  relocation  of the  Connecticut
shaver  assembly to Asia,  and the  relocation  of the  Connecticut  warehousing
facility  to a third  party in  California  in the fourth  quarter  of 1998.  In
December  1998,  the  Company  terminated  substantially  all  of  the  affected
employees,  and approximately  $0.5 million of severance and other benefit costs
were charged against the restructuring  reserve. The remaining amounts were paid
out in 1999. In the fourth  quarter of 1998,  the Company  terminated  its lease
obligations  with respect to certain  equipment  and  machinery  utilized in the
factory and  warehouse,  however,  the Company  continued to pay  non-cancelable
lease obligations for its Connecticut  warehouse  facility until they expired in
1999. As of December 31, 1999, all restructuring costs had been completed and no
future  liabilities  exist.  Total cash outlays for restructuring  activities in
1999 and 1998 were $2.2 and $1.1 million, respectively.


9.   Income Taxes

     U.S.  Federal  income  taxes on net  earnings  of the  Company  are payable
directly by the members pursuant to the Internal Revenue Code.  Accordingly,  no
provision has been made for U.S. Federal income taxes for the Company.  However,
certain state and local  jurisdictions do not recognize  partnership  status for
taxing purposes and require taxes be paid on net earnings. Furthermore, earnings
of certain foreign  operations are taxable under local statutes.  Foreign pretax
earnings/(losses) were $1,371, $4,264, and $(1,613) thousand for the years ended
December 31, 2000, 1999 and 1998, respectively.

                                      F-12
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

    The provision for income taxes consists of the following for the years ended
December 31 (in thousands):
<TABLE>
<CAPTION>
                                                           2000            1999               1998
                                                         --------        --------          ---------

<S>                                                       <C>            <C>                 <C>
Current:
   Foreign                                                $  (55)         $ 1,371             $ 329
   State and local                                            26                8                79
Deferred:
   Foreign                                                   428             (144)              (26)
                                                           -----          -------             -----
Total                                                     $  399          $ 1,235             $ 382
                                                           =====          =======             =====
</TABLE>


Reconciliation of income taxes computed at the U.S. Federal statutory income tax
rate to the provision for income taxes (in thousands):

<TABLE>
<CAPTION>


<S>                                                      <C>             <C>              <C>
Income taxes computed at statutory U.S.
   Federal income tax rate                               $ 4,734         $ 2,545          $(5,234)
Partnership status for U.S. federal income
   tax purposes                                           (4,254)         (1,052)           4,670
State and local income taxes                                  26               8               79
Foreign tax refunds                                         (924)             --               --
Adjustment for foreign income tax rates                      817            (266)             867
                                                         -------         -------           ------
Provision for income taxes                               $   399         $ 1,235           $  382
                                                         =======         =======           ======

</TABLE>

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

                                                           2000            1999             1998
                                                          ------          ------           ------
<S>                                                      <C>             <C>                <C>
Depreciation and other                                   $    (2)        $   171            $  171
Foreign tax loss carryforwards                             1,158           1,323             1,853
                                                           -----           -----             -----
                                                           1,156           1,494             2,024

   Less valuation allowance                               (1,163)         (1,179)           (1,853)
                                                         -------         -------            ------
Total deferred tax assets (liabilities), net             $    (7)        $   315            $  171
                                                         =======         =======            ======
</TABLE>

     The  valuation   allowance  relates  primarily  to  the  foreign  tax  loss
carryforwards,  which have been fully  reserved due to the  uncertain  nature of
their  ultimate  realization  based upon past  performance.  Approximately  $0.5
million of the $3.2  million in foreign tax loss  carryforwards  expire  between
2003 through 2005, while the remaining $2.7 million has no expiration date.


                                       F-13
<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  leases of real
estate and equipment for minimum annual rent payments as follows (in thousands):

                                               Operating           Capital
                                                 Leases            Leases
                                               ---------          --------

        2001                                    $ 3,610           $  416
        2002                                      2,661              322
        2003                                      1,912              201
        2004                                      1,285               --
        2005                                        992               --
        2006 and thereafter                       5,169               --
                                                -------           ------
        Total minimum lease payments            $15,629              939
                                                =======
        Less:  amount representing interest                          104
                                                                  ------
        Present value of minimum lease payments                   $  835
                                                                  ======

     Rent  expense was $7,004,  $7,342 and $7,077  thousand  for the years ended
December 31, 2000, 1999 and 1998.

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

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

11.  Employee Savings Plan

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

Information regarding the Company's pension plan as of December 31, 2000 and
1999 are as follows (in thousands):

Change in Benefit Obligation:                        2000            1999
                                                    ------          ------
   Benefit obligation at beginning of year          $6,678        $ 6,902
   Service cost                                        385            468
   Interest cost                                       363            398
   Amendments                                           --           (278)
   Actuarial (gain) loss                             1,338           (429)
   Benefits paid                                    (1,369)          (196)
   Currency exchange rate effects                     (502)          (187)
                                                    ------          -----
   Benefit obligations at end of year                6,893          6,678
                                                    ------          -----
Change in Plan Assets:
   Fair value of plan assets at beginning of year    8,327          6,909
   Actual return on plan assets                       (256)         1,375
   Employer contributions                              384            319
   Participant contributions                           116            110
   Benefits paid                                    (1,369)          (196)
   Currency exchange rate effects                     (642)          (190)
                                                    -------        ------
   Fair value of plan assets at end of year          6,560          8,327
                                                    -------        -------
Funded Status                                         (333)         1,649
Unrecognized net actuarial (gain) loss                 772         (1,534)
                                                    ------        -------
Prepaid benefit cost                                $  439        $   115
                                                    ======        =======
                                       F-14
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)


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

Weighted average assumptions:
   Discounted rate                                    6.0%            6.0%
   Expected return on plan assets                     7.0%            7.0%
   Rate of compensation increase                     3.25%           3.25%


<TABLE>
<CAPTION>
                                                                        Year Ended December 31,
                                                                --------------------------------------
                                                                 2000             1999          1998
                                                                ------           ------        ------
<S>                                                               <C>             <C>            <C>
Components of Net Periodic Benefit Cost:
  Service cost                                                   $ 259            $293          $ 359
  Interest cost                                                    370             395            461
  Expected return on plan assets                                  (426)           (631)          (529)
                                                                 -----           -----          -----
Net periodic benefit cost                                        $ 203           $  57          $ 291
                                                                 =====           =====          =====
</TABLE>



     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  in the  United  States.  The  Plan  is  subject  to the
provisions of ERISA.  The Plan allows for employees to defer up to the lesser of
15% of their annual  earnings or within  limitations  on a pre-tax basis through
voluntary  contributions to the plan. The Plan provides for  contributions in an
amount equal to 50% of their  employees'  contributions up to a maximum of 6% of
their total salary. The Company's  matching  contributions were $0.3 million for
each of the years ended December 31, 2000, 1999 and 1998.


12.  Financial Instruments, Credit Risk and Other

      Fair Value of Financial Instruments:

     The carrying amounts for cash and cash  equivalents,  accounts  receivable,
short-term borrowings, accounts payable and accrued liabilities approximate fair
value due to the short maturities of these instruments.  The fair value and book
value at December 31, 2000 of long-term fixed rate debt was approximately $102.2
million  and  $130.0  million,  respectively.  The fair  value and book value at
December 31, 1999 of long-term fixed rate debt was approximately  $100.1 million
and $130.0 million, respectively.

     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, 2000, the Company had an uncollateralized  receivable with Wal-Mart
which  represented  approximately  20%  of  the  Company's  accounts  receivable
balance.  During calendar 2000, sales to Wal-Mart represented  approximately 25%
of the Company's net sales. The Company  performs ongoing credit  evaluations of
its customers'  financial  condition but does not require  collateral to support
customer receivables. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information.

      Foreign Currency Exposure Management:

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


                                      F-15
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

     At December 31, 2000,  forward contracts to sell approximately 11.6 million
UK Pounds Sterling, 5.0 million  Australian  dollars and 0.8 million euros were
outstanding,  all of which  mature  in  2001.  At  December  31,  1999,  forward
contracts  to sell 6.0 million UK Pounds  Sterling  and 4.7  million  Australian
dollars were  outstanding  and matured at various dates in 2000.  The accounting
for hedges is discussed separately under Hedging Activity within Footnote 1.

     Other:

     The  Company's   finished  goods  are   manufactured  for  the  Company  by
third-party  suppliers  located primarily in China and Japan. The Company's most
significant  suppliers,  Izumi Industrial  Inc.,  Fourace  Industries,  Ltd. and
Raymond  Industrial  Ltd.,  accounted  for  approximately  54% of the  Company's
overall  cost of sales in 2000.  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 these suppliers,
the Company's ability to import outsourced  products or these suppliers' ability
to manufacture  and deliver  outsourced  products on a timely basis would have a
material adverse effect on the Company.


13.  Related Party Transactions

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

     Pursuant  to  a  consulting  and  transitional   services   agreement  (the
"Consulting  Agreement")  entered into in connection with the  reorganization of
the  Company in 1996,  RPI  receives  an annual fee equal to the greater of $500
thousand  or 1.5% of EBITDA (as defined in such  agreement)  of the Company on a
consolidated basis for rendering advisory and consulting services in relation to
strategic  financial  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 May 23, 1996,  and provided  further that Vestar  Capital may  terminate  the
Consulting  Agreement  at any time (but only to the extent that  Vestar  Capital
also terminates similar provisions of the Management Agreement).

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


                                      F-16
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

14.  Business Segment and Geographical Information

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

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

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

<TABLE>
<CAPTION>

                                                       Year                Year               Year
                                                      Ended               Ended              Ended
                                                    December 31,       December 31,        December 31,
                                                      2000                1999                 1998
                                                    ------------       -----------         ------------

<S>                                                  <C>                <C>                <C>
Net Sales:
   North America                                     $207,610           $158,333           $130,316
   International                                      114,794            116,044             95,611
   U.S. Service Stores                                 42,745             44,389             42,430
                                                     --------           --------           --------
Total                                                $365,149           $318,766           $268,357
                                                     ========           ========           ========

Operating Income:
    North America                                     $32,278           $ 20,318           $ 11,766
    International                                       8,533             10,888              5,372
    U.S. Service Stores                                 3,197              3,469              3,613
    Depreciation and amortization                     (5,753)             (5,555)            (5,169)
    Restructuring and reorganization charge                --                 --             (6,806)
    Inventory write-down                                   --                 --             (2,760)
                                                     --------           ---------          --------
Total                                                $ 38,255           $ 29,120           $  6,016
                                                     ========           ========           ========
Segment Assets:
    North America                                    $146,828           $129,011           $122,073
    International                                      86,746             84,906             62,264
    U.S. Service Stores                                 8,913             10,073             11,390
                                                      -------           --------           --------
Total                                                $242,487           $223,990           $195,727
                                                     ========           ========           ========
Capital Expenditures:
    North America                                     $ 3,136            $ 1,705            $ 1,743
    International                                         714              1,091                969
    U.S. Service Stores                                   564                722              1,167
                                                      -------           --------            -------
Total                                                 $ 4,414            $ 3,518            $ 3,879
                                                      =======            =======            =======
</TABLE>

                                      F-17
<PAGE>

                       Remington Products Company, L.L.C.

             Notes to Consolidated Financial Statements (continued)

     Net sales in the United Kingdom represented  approximately 17%, 19% and 19%
of the  Company's net sales during the years ended  December 31, 2000,  1999 and
1998, respectively. No other country contributed more than 10% of net sales.

     The Company's largest customer,  Wal-Mart, accounted for approximately 25%,
22% and 19% of the Company's net sales during the years ended December 31, 2000,
1999 and 1998,  respectively,  and is serviced  primarily by the North  American
segment.  No other  customer  accounted  for more than 10% of the  Company's net
sales during the years ended December 31, 2000, 1999 and 1998.


15.      Quarterly Financial Information (unaudited, in thousands)

<TABLE>
<CAPTION>

                                                               Three Months Ended
                                         -----------------------------------------------------------------
2000                                     March 31         June 30         September 30         December 31     Total Year
--------------                           --------       ----------        ------------         -----------     ----------
<S>                                         <C>            <C>                <C>                <C>           <C>
Net sales                                   $48,639        $69,234            $83,973            $163,303      $365,149
Gross profit                                 21,407         30,725             37,397              73,855       163,384
Operating income                                330          6,536             10,865              20,524        38,255
Income (loss) before income taxes            (5,555)           669              4,674              13,348        13,136
Net income (loss)                            (5,297)         1,599              4,483              11,952        12,737
Net income (loss) applicable to
   common units                              (8,145)        (1,334)             1,462               8,840           823


1999
--------------
Net sales                                   $43,586        $59,437            $73,050            $142,693      $318,766
Gross profit                                 19,053         25,858             32,057              65,529       142,497
Operating income                                270          1,596              8,536              18,718        29,120
Income (loss) before income taxes            (4,457)        (3,680)             2,883              12,524         7,270
Net income (loss)                            (4,131)        (3,653)             2,853              10,966         6,035
Net income (loss) applicable to
   common units                              (6,661)        (6,259)               169               8,201        (4,550)



</TABLE>





                                       F-18
<PAGE>



                       REMINGTON PRODUCTS COMPANY, L.L.C.


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

<TABLE>
<CAPTION>
                                                                        Additions
                                                        Balance at     Charged to                Balance at
                                                        Beginning       Costs and                   End
                                                         of Year        Expenses    Deductions    of Year
                                                        ----------     ----------   ----------   ----------



<S>                                                         <C>          <C>         <C>            <C>
Year Ended December 31, 2000

   Allowance for doubtful accounts                         $2,335       $   206      $  (351)      $ 2,190

   Allowance for cash discounts and returns                10,166        20,197      (19,483)       10,880

Year Ended December 31, 1999

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

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

Year Ended December 31, 1998

   Allowance for doubtful accounts                         $  734       $ 2,242      $  (227)      $ 2,749

   Allowance for cash discounts and returns                 8,925        15,299      (16,569)        7,655


</TABLE>


                                       S-1