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, 2001.

                                                         OR

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

                        Commission file number 333-07429
                                               333-07429-01

                       Remington Products Company, L.L.C.
                       ----------------------------------
                             Remington Capital Corp.
                             -----------------------
            (Exact name of registrants as specified in their charter)

                                                     06-1451076
                Delaware                             06-1451079
--------------------------------------        --------------------------
(State or other jurisdiction of               (IRS Employer
  incorporation or organization)                Identification Nos)

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:

                                            None
               -----------------------------------------------------------
                                       (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]



                                     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").

Forward Looking Statements

     This  annual  report on Form 10-K 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 products,  changes in economic
conditions,  foreign  exchange risk,  outcome of  litigation,  and other factors
discussed herein and 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.

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 13  (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,  including men's and women's  shavers,  beard and
mustache trimmers, nose and ear trimmers,  haircut kits and related accessories.
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.  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 58%, 52% and 48%
of the Company's net sales for the years ended December 31, 2001, 2000 and 1999,
respectively.

     Hair Care and  Wellness.  The hair care  products  consist of hair  dryers,
hairsetters, curling irons, hair crimpers and straighteners, hot air brushes and
lighted mirrors.  The hair dryer category includes the Company's  Vortex(R) hair
dryer, and Pro Air(R) chrome dryers. The Company's  hairsetter  products include
the Remington  Twisters(R),  Express Set(R)  hairsetter and the Smart  Setter(R)
hairsetter,  all of which incorporate  proprietary  technologies of color change
and wax core.  Wellness products consist  primarily of Remington's  paraffin wax
hand  spas  and foot  spas.  Hair  care  and  wellness  products  accounted  for
approximately  29%, 31% and 30% of the  Company's  net sales for the years ended
December 31, 2001, 2000 and 1999, 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 and  electric  irons,  in
certain markets.

Distribution

     The Company's products are sold in the United States and internationally in
many 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 through 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 30%, 25% and 22%
of the  Company's net sales during the years ended  December 31, 2001,  2000 and
1999,  respectively.  No  other  customer  accounted  for  more  than 10% of the
Company's net sales in the three year period ended December 31, 2001.

U.S. Service Stores

     As of March 1, 2002,  the Company  owned and operated a chain of 77 service
stores in the United States. During 2001 there were an average of 88 stores open
compared  to an average  of 93 stores in 2000 and 99 stores in 1999.  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 2001, 2000 and 1999 the Company's U.S. Service Stores segment
generated  approximately  10%, 12% and 14%,  respectively,  of the Company's net
sales.

Suppliers

     All of the Company's  finished goods  inventories are  manufactured for the
Company by third  party  suppliers  primarily  located  in China 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.,  Raymond
Industrial Ltd., and Specialife  Industries,  Ltd.,  accounted for approximately
46% of the  Company's  overall  cost  of  sales  in  2001.  Remington  has had a
relationship  with its  suppliers  for many years and  management  considers its
present relationships to be good.

     The Company  continues to  manufacture  certain  foil  cutting  systems and
accessories in Bridgeport,  Connecticut 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 its
other products.

     During 2001, 2000 and 1999,  research and  development  expenditures by the
Company amounted to approximately $4.3, $4.2 and $4.0 million, respectively.

Patents and Trademarks

     The  Company  owns over 400  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.

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  producers of foil and rotary shavers,
such as  Koninklijke  Philips  Electronics,  N.V.  ("Philips")  and The Gillette
Company,  including its Braun Division,  in the U.S. and International  electric
shaver and grooming  markets.  The Company's major  competitors in the hair care
and  wellness  markets  are  Conair,  Helen of Troy and  Homedics.  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,  2002,  the  Company  employed  approximately  800  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 accruals of  approximately  $0.7
million to cover the anticipated costs of the remediation.  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.

International Operations and Distribution

     Remington's  international segment generated approximately 27%, 31% and 36%
of the Company's net sales in 2001, 2000 and 1999,  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,  Ireland,
Australia  and  New  Zealand.  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 13 (Business Segment and Geographic Information)
of the "Notes to  Consolidated  Financial  Statements" of the Company  appearing
elsewhere herein.

Risk Factors

     In  connection  with a review  of this  Annual  Report  on Form  10-K,  the
following risk factors should be considered carefully.

     Debt.  Remington has a significant  amount of indebtedness.  As of December
31, 2001 the Company had outstanding indebtedness of approximately $213 million.
Remington's  substantial  indebtedness  could have important  consequences.  For
example, it could:

-    make  it more  difficult  for  the  Company  to  meet  its  obligations  to
     creditors,  including holders of its Senior  Subordinated  Notes, who could
     then require the Company to do such things as restructure its indebtedness,
     sell assets, or raise additional debt or equity capital;
-    limit the  Company's  ability  to borrow  additional  amounts  for  working
     capital,  capital  expenditures,  acquisitions,  debt service requirements,
     execution of the Company's growth strategy,  research and development costs
     or other purposes;
-    require the Company to dedicate a  substantial  portion of its cash flow to
     pay  principal  and  interest  on its debt,  which  will  reduce  the funds
     available for working capital, capital expenditures, acquisitions and other
     general corporate purposes;
-    limit the Company's  flexibility in planning for and reacting to changes in
     its business and in the industry in which the Company  operates  that could
     make it more  vulnerable to adverse changes in general  economic,  industry
     and competitive  conditions and adverse  changes in government  regulation;
     and
-    place the Company at a disadvantage  compared to its competitors  that have
     less debt.

     Any of the above  listed  factors  could  have a  material  adverse  affect
Remington's  business  and  results of  operations  and its  ability to meet its
obligations.

     The credit  agreement  governing the Company's  revolving  credit  facility
restricts  management's  discretion  in operating  the  Company's  business.  In
addition,  the credit  agreement  requires  the  Company to  maintain  specified
financial ratios and tests,  among other  obligations.  In addition,  the credit
agreement  governing the Company's  revolving credit facility  restricts,  among
other things, the Company's:

-    ability to incur additional indebtedness;
-    ability to make acquisitions; and
-    ability to make capital expenditures.


     Market  Uncertainties.  The markets in which Remington  competes are highly
competitive.  The  Company  competes  with large and  established  national  and
multinational  companies,  as well as smaller  companies,  in all of its product
lines.   Some  of  these   competitors  have,  and  new  competitors  may  have,
substantially greater resources than Remington has.  Consequently,  it cannot be
assured that Remington will be able to compete effectively in the future.

     Manufacturing  Uncertainties.  The  Company  depends on  comparatively  few
suppliers.  The vast majority of finished  goods are  manufactured  by suppliers
located in China and Japan.  The Company's three most  significant  suppliers of
finished  goods in 2001  accounted  for  approximately  46% of the total cost of
sales, with the largest supplier comprising  approximately 25% of the total cost
of sales.  Any  adverse  change in any of the  following  could  have a material
adverse effect on Remington's business:

-    relationships with these suppliers;
-    the financial condition of these suppliers;
-    the ability to import outsourced products; or
-    these suppliers' ability to manufacture and deliver outsourced  products on
     a timely basis.

     Although the Company has  long-established  relationships  with many of its
suppliers,  it does not have long-term  contracts with any of its suppliers.  It
cannot be assured that the Company could quickly or  effectively  replace any of
its suppliers if the need arose, and it cannot be assured that the Company could
retrieve  tooling  and  molds  possessed  by any of its  suppliers.  Remington's
dependence on these few  suppliers  could also  adversely  affect its ability to
react  quickly and  effectively  to changes in the market for its  products.  In
addition,   international   manufacturing  is  subject  to  significant   risks,
including:

-    labor unrest;
-    political instability;
-    restrictions on transfer of funds;
-    domestic and international customs and tariffs;
-    unexpected changes in regulatory environments; and
-    potentially adverse tax consequences.

     It  cannot be  assured  that  Remington's  business  will not be  adversely
affected by the aforementioned risks, each of which could have an adverse effect
on its ability to increase or maintain its  international  importing  activities
and/or on its results of operations.

     Remington depends on a single manufacturing  facility for certain essential
parts of its  products.  Remington  manufactures  the  majority its foil cutting
systems,  using specially designed machines and proprietary  cutting technology,
at its sole  company-owned  manufacturing  facility in Bridgeport,  Connecticut.
This  manufacturing  facility is subject to the normal hazards that could result
in any  material  damage  to any such  facility.  Damage  to this  facility,  or
prolonged  interruption  in the operations of this facility for repairs or other
reasons,  would have a material adverse effect on Remington's financial position
and its results of operations.

     Product  Introductions.  The  Company  cannot be certain  that its  product
innovations and marketing successes will continue. The Company believes that its
future  success  will  depend,  in part,  upon its  ability to  continue  making
innovations in its existing products and to develop,  manufacture and market new
products.  The  Company  cannot  assure  that  it  will  be  successful  in  the
introduction,   marketing  and  manufacture  of  any  new  products  or  product
innovations.  Furthermore,  there can be no  assurance  that the Company will be
able to develop and  introduce  new  products or  improvements  to its  existing
products which satisfy customer needs or achieve market acceptance.  The failure
to develop  products and introduce  them  successfully  in a timely manner could
adversely affect Remington's financial condition and its results of operations.

     Customer  Concentration.  A small number of major  customers  account for a
significant  percentage of Remington's total net sales, and a decrease in orders
from these major customers would cause the Company's net sales and profitability
to decline.

     Net  sales  to  the  Company's   five  largest   customers   accounted  for
approximately  49% of its  total  net  sales in  2001.  Wal-Mart  accounted  for
approximately  30% of its net sales  worldwide  during 2001.  No other  customer
accounted  for  more  than 10% of the  Company's  worldwide  net  sales in 2001.
Although  the  Company  has  long-established  relationships  with  many  of its
customers,  it does not have long-term  contracts  with any of its customers.  A
decrease in business  from any of the  Company's  major  customers  could have a
material  adverse  effect on the  Company's  financial  condition and results of
operations.

     On January 22, 2002,  Kmart, one of the Company's  largest U.S.  customers,
filed for protection  under Chapter 11 of the U.S.  Bankruptcy  Code.  While the
outcome of the bankruptcy  case can not be predicted,  the Company  continues to
ship  product  to Kmart  and is  hopeful  that the  customer  will  successfully
reorganize and emerge from bankruptcy in early 2003, as announced.  However,  if
the  customer is  unsuccessful  in  reorganizing,  there  could be a  short-term
material adverse effect to the Company's  operating results. It is the Company's
belief that  continued  consumer  demand for its products  would  ultimately  be
absorbed by the Company's other customers, although there can be no assurance of
this.  Kmart  accounted  for 7%,  7% and 6% of the  Company's  net sales for the
fiscal years ended December 31, 2001, 2000 and 1999, respectively.

     Currency Risk. The Company is subject to foreign currency fluctuations as a
result of its foreign  manufacturing and sales  activities.  In 2001, 30% of the
Company's net sales were made outside the United States.  The U.S.  dollar value
of the Company's sales varies with currency exchange rate fluctuations.  Changes
in currency exchange rates could have an adverse effect on results of operations
and the  Company's  ability to meet interest and  principal  obligations  on its
debt.  The Company's  results of operations  are affected by changes in exchange
rates. The Company's foreign subsidiaries sell products in local currency. While
many of the Company's  selling and  distribution  costs are also  denominated in
these currencies,  a large portion of product costs are U.S. dollar denominated.
The Company  takes  precautions  against  these  fluctuations  by entering  into
foreign  exchange  forward  contracts,  which,  in effect,  lock in U.S.  dollar
exchange rates for products which the Company's foreign  subsidiaries  purchase.
However, there can be no assurance that significant changes in currency exchange
rates will not have an adverse  impact on the  Company's  business or results of
operations  and, in fact, such an adverse impact was realized in the fiscal year
ended December 31, 2001.

     Managing Growth.  The Company may be unsuccessful in managing the growth of
its business or  integrating  acquisitions.  As part of the Company's  long-term
strategy,  it seeks to acquire other brands and consumer product  companies that
can  benefit  from the  Remington  brand name and its  manufacturing,  sourcing,
operations  and  distribution  infrastructure.   Although  the  Company  is  not
currently a party to any agreement with respect to any pending acquisition which
it believes  is probable  and  material to its  business,  it has engaged in and
continues to engage in  evaluations  and  discussions  with respect to potential
acquisitions.  It  cannot be  assured  that the  Company  will be able to either
identify and acquire  attractive  acquisition  candidates at prices and on terms
favorable  to  it  or  succeed  at  effectively  and  profitably   managing  the
integration of an acquired business.

     Reliance on Key  Personnel.  The loss of the services of any members of the
Company's  senior  management  team could  adversely  affect its  business.  The
Company is dependent on the continued  services of its senior  management  team.
The loss of any key  personnel  could  have an adverse  effect on the  Company's
business.  The Company does not  maintain  key-person  insurance  for any of its
officers, employees or directors.

     Litigation.  The Company is engaged in a number of active  litigations.  In
addition to litigation  arising in the ordinary course of business,  the Company
is  involved  in a series of legal  disputes  with  Philips.  In each of several
related  actions  which are pending in the United  Kingdom,  Philips has alleged
that the sale of Remington's rotary shavers infringe upon registered  trademarks
owned by it. Accordingly, Philips is seeking damages and injunctions relating to
the rotary shavers which  Remington  sells in the United  Kingdom.  Remington is
defending  these actions  vigorously  and has filed  counterclaims  alleging the
invalidity  of Philip's  trademarks.  The Company  has filed  preemptive  claims
against  Philips in each of France and Italy  seeking to nullify  rotary  shaver
trademarks held by Philips in these countries. In response to Remington's claims
and the sale by Remington of its rotary shavers, Philips has filed counterclaims
alleging  trademark  infringement  by  Remington.  It cannot be assured that the
consequences of any adverse findings against Remington in these litigations will
not have an adverse  effect on the  Company's  financial  position or results of
operations.


ITEM 2.  Properties

     The following  table sets forth  information as of March 1, 2002 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,  Hong Kong and China.  Remington  also leases
retail space for its 88 service stores, of which 77 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.


ITEM 3.  Legal Proceedings

     The Company is involved in a number of  international  litigations  against
Philips  which  relate to the  trademarks  owned by Philips  with respect to the
shape of the head portion of its three headed rotary shaver.  It is essential to
the Company's efforts to continue to sell rotary shavers in countries where such
trademark rights exist that it be successful in these litigations.  Following is
a summary of these litigations.

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

     This action  involves a claim by Philips  that  Remington's  sale of rotary
shavers in the United Kingdom infringed its design patent and trademark. Philips
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 Philips' design patent or
trademark and that Philips' trademark was invalid. Philips 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 and referred seven questions relating to the construction
of this  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 Trademark
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  presently
expected  some time in 2002  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.

     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. This
second  suit  alleges  that the sale of  Remington's  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.

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 2002.

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 Remington's rotary shavers 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.

At the present time,  the Company  cannot assess the damages that it would incur
in the  event  it were to lose  one or  more  of the  pending  litigations  with
Philips,  although it does  believe  that such a loss or losses would not have a
material  adverse effect on its  consolidated  financial  position or results of
operations.  Pursuant to the terms of an agreement with Izumi  Products  Company
dated  April 1, 1996,  as  amended,  all  expenses  and  losses,  including  any
potential  damages,  arising from or in connection  with this 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 2001.


                                     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, 2002, there were two beneficial owners of the Equity.

(c) Dividends

     Pursuant to the Amended and Restated Limited Liability  Company  Agreement,
the Company is required  to make cash  distributions  to the members in order to
reimburse them for tax liabilities  incurred on earnings of the Company.  A cash
dividend of $104  thousand was paid to Vestar  affiliated  entities in 2001.  No
other cash  distributions  have been paid with  respect to the Equity  since its
inception in May 1996. In addition,  the Company's  long-term debt arrangements,
which  are  discussed  in  Note  6  of  the  "Notes  to  Consolidated  Financial
Statements," significantly restrict the payment of dividends.

(d) Recent Sales of Unregistered Securities

    None.



ITEM 6.   Selected Financial Data

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

<TABLE>
<CAPTION>
                                                               Year Ended December 31,
                                    ----------------------------------------------------------------------------
                                      2001             2000               1999            1998            1997
                                    --------         --------           --------        ---------       --------
<S>                                 <C>              <C>                <C>             <C>             <C>
Statement of  Operations Data:

Net sales                           $393,577         $365,149           $318,766        $268,357        $241,572

Operating  income                      1,903           38,255             29,120           6,016          14,146

Interest expense                      26,435           24,774             21,723          20,499          19,318

Net income (loss) (1)                (23,381)          12,737              6,035         (15,337)         (7,923)

Depreciation and amortization          5,834            5,753              5,555           5,169           4,767

Balance Sheet Data (at period end):

Working capital                      $87,446         $106,039            $85,053         $68,294         $76,361

Total assets                         241,736          242,487            223,990         195,727         205,245

Total debt                           213,042          203,266            195,841         187,668         181,240


Cumulative  Preferred Dividend (2)    58,243           44,835             32,921          22,336          12,932
</TABLE>

----------------------------------
(1)  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.
(2)  Dividend payments are subject to restrictions by the terms of the Company's
     debt  agreements.  See  Note  6 of  the  "Notes  to  Consolidate  Financial
     Statements."


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

Results of Operations

     For the year ended  December 31, 2001,  the Company  reported net sales and
operating income of $393.6 million and $1.9 million,  respectively,  compared to
$365.1 million and $38.3 million,  respectively, in the prior year. Higher sales
versus  year  ago were  attributable  to the  strength  of the  Company's  North
American business,  particularly its shaver and grooming line. Offsetting higher
operating  income from the higher sales were the following  factors:  (1) Fourth
quarter  charges of $9.9 million  related  primarily to obsolete  products;  (2)
$13.0  million in  unexpected  costs  recognized  in the second  quarter of 2001
primarily related to the Company's U.K. subsidiary;  (3) Higher customer returns
provisions,  and higher  distribution  and other costs,  and (4) Other  one-time
fourth quarter charges of $3.5 million for customer credit and other costs.

     Of the $9.9  million of costs  recognized  in the  fourth  quarter of 2001,
inventory  charges and other related costs amounted to $7.7 million to recognize
the estimated market value of certain products primarily within the haircare and
wellness line that have become  obsolete.  Tooling and component  write-offs for
discontinued  products amounted to $1.1 million.  Further,  the Company incurred
$0.6  million  of  severance  costs and $0.5  million of costs  associated  with
consolidating two adjacent office buildings in the U.K. into one.

     Of the $13.0  million of unexpected  second  quarter  costs,  $11.0 million
related to the  Company's  business in the U.K. This $11.0 million was comprised
of $5.9 million associated with logistics operations,  $2.7 million of inventory
write-downs,  $1.5 million of higher trade  promotion  costs and $0.9 million of
other costs.  Logistics costs in the U.K.  business were impacted by unnecessary
complexities  in that  business,  including the  proliferation  of stock keeping
units ("sku's") and the support required of the U.K.  distribution  facility for
the  Company's  operations  in  Continental  Europe.  In order to  address  this
situation,  the Company in the third quarter of 2001 completed its transition to
new third party  distribution  centers in the U.K. and, to support the Company's
business  in  Continental  Europe,  in Germany.  The second  quarter of 2001 was
impacted  further by a $1.0  million  charge to  inventory  to  reflect  product
discontinuations in North America. An additional $1.0 million of severance costs
was  recognized  by the  Company in the second  quarter in  connection  with the
initiative undertaken by it in the second quarter to simplify product offerings,
as described  below.  Of the $13.0 million of unexpected  costs  recorded in the
second quarter, $9.2 million negatively impacted gross profit and the balance of
$3.8 million impacted selling, general and administrative costs.

     Provisions  for sales returns were higher,  due primarily to  disappointing
results from certain of the  Company's  promotional  programs  occasioned by the
impact of a general  economic and retail  slowdown  during the critical  holiday
period.  Higher distribution costs were incurred primarily because of a shift in
product mix to heavier and bulkier haircare and wellness items and to continuing
transition costs of moving to new distribution  centers in the U.S. the U.K. and
Germany. Other factors impacting gross margin were lower pricing with respect to
haircare and  wellness  products in order to meet  competitive  activity and the
weak holiday retail  environment,  and the impact on cost of sales of a stronger
dollar.

     The Company has  undertaken  changes  designed to improve and  simplify its
product  development process by centralizing new product development in the U.S.
This will  reduce  complexity  through the  simplification  and  unification  of
worldwide product offerings and help achieve logistics improvements. Further, as
mentioned  above,  numerous  products within the haircare and wellness  category
became obsolete and certain other related new product development  programs were
ceased or combined into global programs.  This change is reducing duplication of
efforts  and costs and allows each  geography  to focus on  marketing  and sales
efforts, while the majority of product development efforts are managed globally.

     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,  2001,  2000 and 1999 (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>


                                           2001                            2000                        1999
                                     -----------------             ---------------------        -------------------
     Net Sales:                        $          %                  $              %             $             %
                                     ------     ------             ------         ------        ------        -----
<S>                                  <C>          <C>              <C>             <C>          <C>            <C>
     North America                   $246.8       62.7             $207.6          56.9         $158.3         49.7
     International                    108.1       27.5              114.8          31.4          116.1         36.4
     U.S. Service Stores               38.7        9.8               42.7          11.7           44.4         13.9
                                     -------    ------             ------         -----          -----        -----
                                      393.6      100.0              365.1         100.0          318.8        100.0
     Cost of sales                    243.2       61.8              201.7          55.3          176.3         55.3
                                     -------    ------             ------         -----          -----        -----
     Gross profit                     150.4       38.2              163.4          44.7          142.5         44.7

     Selling, general and
       administrative expenses        146.6       37.2              123.1          33.7          111.4         34.9
     Intangible amortization            1.9        0.5                2.0           0.5            2.0          0.6
                                     -------    ------             ------         -----          -----        -----
     Operating income                   1.9        0.5               38.3          10.5           29.1          9.2

     Interest expense                  26.4        6.7               24.8           6.8           21.7          6.8
     Other expense                      2.0        0.5                0.4           0.1            0.2          0.1
                                     -------    ------             ------         -----          -----        -----
     Income (loss) before
       income taxes                   (26.5)      (6.7)              13.1           3.6            7.2          2.3
     Provision (benefit)for
       income tax                      (3.1)      (0.8)               0.4           0.1            1.2          0.4
                                     -------    ------             ------         -----          -----        -----
     Net income (loss)               $(23.4)    (5.9%)             $ 12.7          3.5%          $ 6.0         1.9%
                                     =======    ======             ======         =====          =====        =====
</TABLE>


Year Ended December 31, 2001 Compared to the Year Ended December 31, 2000

     Net Sales.  Net sales for the year ended  December 31, 2001 increased 8% to
$393.6 million  compared to $365.1 million for the year ended December 31, 2000.
The sales increase was driven by stronger sales in the Company's  North American
segment  predominately  in its shaver and grooming  category.  This increase was
partially offset by decreased sales in the International and U.S. Service Stores
segments.

     Net sales in North  America  increased  19% to $246.8  million for the year
ended  December  31,  2001,  compared  to net sales in the prior  year of $207.6
million.  Shaver and grooming sales continued their strong growth as a result of
increased   distribution   at  new  and  existing   customers  and  new  product
introductions during the last two years. The haircare and wellness category also
experienced  sales growth in 2001 primarily as a result of the  introduction  of
new products.  The net sales increase in each of these product lines was in part
offset by higher  provisions  for sales returns and, in the case of haircare and
wellness  products,  by lower pricing,  all of which resulted from a weaker than
expected holiday retail environment and competitive issues.

     Net sales for the International  business decreased 6% to $108.1 million in
2001  compared to $114.8  million in 2000.  Most of this  decline was due to the
negative  impact  of  foreign  currency.  The  balance  of the  decline  was due
primarily  to the  combination  of  weaker  sales  in the  U.K.,  due in part to
logistics  difficulties  and lower sales in  Australia  resulting  from a weaker
economic  environment and the sale of the Australian Service Stores in the third
quarter of 2000, partially offset by sales increases in continental Europe.

     Net sales in the Company's  U.S.  Service  Stores  segment  decreased 9% to
$38.7 million for the year ended  December 31, 2001 compared to $42.7 million in
2000. A weaker retail environment, together with an average of five fewer stores
during  2001,  were the primary  factors for the  decrease.  As a result of this
weaker environment, same store sales, defined as all stores operating for twelve
months in 2001 and in 2000, decreased 5% from 2000 to 2001. The number of stores
has  declined  over the last  couple of years as the  leases on  underperforming
stores have not been  renewed and as the Company  pursues a strategy of limiting
the opening of new stores in favor of investing in its other businesses.

     Gross Profit.  Gross profit was $150.4  million,  or 38.2% of net sales for
the year ended  December 31, 2001  compared to $163.4  million,  or 44.7% of net
sales for the year ended  December  31,  2000.  The  positive  margin  impact of
increased  shaver and  grooming  sales in North  America was more than offset by
fourth  quarter  charges of $ 8.8 million  primarily  associated  with  obsolete
haircare and wellness products and $9.2 million of the second quarter unexpected
costs  referred  to above.  The gross  margin  was  further  impacted  by higher
provisions for sales  returns,  as well as the lower pricing in the haircare and
wellness  category  resulting  from a  weaker  holiday  retail  environment  and
competitive  issues.  Also  impacting  gross profit was the  negative  impact of
foreign currency on product costs in the International segment.

     Selling,  General  and  Administrative   Expenses.   Selling,  general  and
administrative  expenses  increased to $146.6  million or 37.2% of net sales for
the year ended  December  31, 2001,  compared to $123.1  million or 33.7% of net
sales for the year ended  December  31, 2000.  Included in selling,  general and
administrative  expenses  in 2001 are $4.6  million  of fourth  quarter  charges
primarily  associated  with  customer  credit,  office  consolidation  and other
charges,  and $3.8  million  of the  unexpected  costs  recorded  in the  second
quarter.  In addition,  higher distribution costs related to heavier and bulkier
wellness  products and the moving and  consolidation of distribution  centers in
the U.S. and Europe also impacted the increase over the prior year.

     Operating Income. Operating income for the year ended December 31, 2001 was
$1.9 million, or 0.5% of net sales,  compared to $38.3 million or 10.5% in 2000.
Despite an increase in net sales,  the lower  gross  profit and higher  selling,
general  and  administrative  expenses,  as  discussed  above,  resulted  in the
significant decline in operating income.

     Interest  Expense.  Interest  expense  increased  to $26.4  million in 2001
compared to $24.8 million in 2000. The increase was the result of higher average
borrowings in 2001 versus 2000 and was partially  offset by lower interest rates
and lower amortization of deferred financing costs.

     Other  Expense.  Other  expense was $2.0  million in 2001  compared to $0.4
million in 2000.  The higher  expense is due  primarily to  unrealized  currency
losses incurred by the International segment.

     Income  Taxes.  The net benefit for income  taxes was $3.1  million in 2001
compared to a net  provision  of $0.4  million in 2000.  The net benefit in 2001
relates primarily to pretax losses generated by the Company's U.K. operations.

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.

     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 33.7% 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.

     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.


Liquidity and Capital Resources

     For the year ended December 31, 2001, the Company used  approximately  $4.3
million in cash for operating activities,  compared to $3.9 million in 2000. The
increased  usage of cash for  operations  in 2001 is the result of a net loss of
$23.4  million  in  2001,  compared  to net  income  of $12.7  million  in 2000,
partially offset by lower working capital levels at the end of 2001.

     The Company's  operations are not capital intensive.  During 2001 and 2000,
the Company's capital expenditures, including tooling for new products, amounted
to $4.3 million and $4.4 million,  respectively.  Capital  expenditures for 2002
are  anticipated  to be  approximately  $6.0 million,  including  investments in
computer system upgrades.

     During 2001, the Company's total  borrowings,  excluding  currency impacts,
increased by $11.0 million and cash decreased by $5.8 million excluding currency
impacts, thereby increasing net borrowings by $16.8 million. The increase in net
borrowings  is the  result  of $4.3  million  in cash used by  operations,  $4.3
million  used in  capital  expenditures  and  financing  costs  of $8.1  million
incurred in connection with the Company's sale and registration of $50.0 million
in  Senior  Subordinated  Notes  and the  refinancing  of its  revolving  credit
facility.

     On April 18,  2001,  the  Company  completed  the sale of $50.0  million of
Senior  Subordinated Notes due 2006 (the "Series C Notes").  The net proceeds of
approximately $44.8 million were used to pay off the term loans and supplemental
loans and a portion of the outstanding  revolving  credit  borrowings  under the
Company's former senior credit facility.

     On September  6, 2001,  the Company  filed a  registration  statement  (the
"Exchange Offer") with the Securities and Exchange Commission for the purpose of
enabling  holders of its $130.0 million 11% Series B Senior  Subordinated  Notes
issued on May 23,  1996  ("Series B Notes")  and its Series C Notes to  exchange
them for a like principal  amount of 11% Series D Subordinated  Notes ("Series D
Notes")  registered  under the Securities Act of 1933, as amended.  The Exchange
Offer was  completed  on October 10, 2001,  and the Company now has  outstanding
approximately   $15.0  million  in  principal  amount  of  Series  B  Notes  and
approximately  $165.0 million in principal amount of Series D Notes.  Additional
information with respect to the Company's Senior  Subordinated Notes is included
in Note 6 to the "Notes to the Consolidated Financial Statements" of the Company
appearing elsewhere herein.

     The  Company's  primary  sources  of  liquidity  are funds  generated  from
operations  and borrowings  under its new $110.0  million asset based  revolving
credit  facility (the  "Facility")  entered into on August 21, 2001. The initial
draw down under the Facility was used to repay all outstanding  borrowings under
the Company's former $70.0 million senior credit facility.  Borrowings under the
Facility are subject to a borrowing base of 85% of eligible  receivables and 60%
of eligible  inventories and mature on March 31, 2006. The borrowing base can be
increased  by  up  to  $10.0  million  (the  "Seasonal  Overadvance")  over  the
applicable percentage of eligible receivables and inventories, (still limited to
the $110.0 million of total facilities) from March 15 through June 15 and August
1 through November 15.

     On March 28, 2002, due to the significant  decline in operating income, the
Company obtained waivers of certain financial covenants under the Facility as of
December  31,  2001  and  the  Facility  was  amended  to  remove  the  Seasonal
Overadvance,  require  the  Company  to  maintain a minimum  level of  borrowing
availability  under the Facility,  adjust  certain of the financial  maintenance
tests and increase the  applicable  interest  rates on the Facility.  Additional
information with respect to this Facility is included in Note 6 to the "Notes to
the  Consolidated  Financial  Statements"  of the  Company  appearing  elsewhere
herein.  As of March 1,  2002,  available  borrowings  under  the  Facility  was
approximately $24 million.

     The Company  believes that cash  generated  from  operations  and borrowing
resources  will be adequate to permit the Company to meet both its debt  service
requirements and capital  requirements  for the next twelve months,  although no
assurance can be given in this regard.

     The following table summarizes the Company's contractual  obligations as of
December 31, 2001:

<TABLE>
<CAPTION>
                                                           Payments due by period (in millions)
                                             --------------------------------------------------------------
                                              Less than       1 to 3       4 to 5      After 5
                                                1 year         years        years       years         Total
                                              ---------       ------       ------      -------       ------
<S>                                               <C>          <C>         <C>           <C>         <C>
     Short Term Borrowings                        $4.1                                                $ 4.1
     Senior Subordinated Notes                                              180.0                     180.0
     Revolving Credit Facility (1)                                           28.4                      28.4
     Capital Leases                                0.3          0.3                                     0.6
     Operating Leases                              4.2          5.6           3.2        4.4           17.4
                                                  ----         ----        ------        ----        ------
     Total Contractual Obligations                $8.6         $5.9        $211.6        $4.4        $230.5
                                                  ====         ====        ======        ====        ======

</TABLE>

(1)  Represents the outstanding  portion of the $110.0 million  revolving credit
     facility as of December 31, 2001.


Critical Accounting Policies

     The Company's accounting policies are more fully described in Note 1 to the
"Notes  to the  Consolidated  Financial  Statements"  of the  Company  appearing
elsewhere  herein.  As  disclosed  in  Note  1,  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. Future
events  and  their  effects  cannot  be  determined  with  absolute   certainty.
Therefore,  the  determination  of estimates  requires the exercise of judgment.
Actual results inevitably will differ from those estimates, and such differences
may  be  material  to  the  Consolidated  Financial  Statements.  The  following
accounting policies affect the Company's more significant  estimates used in the
preparation of its consolidated financial statements:

     Accruals  for  sales  returns,  warranty  reserves,  bad  debts  and  other
allowances  are  estimated  at the time of sale  based upon the  Company's  past
experience  and other known  factors.  If future actual results differ from past
experience additional accruals may be required.

     The Company's  inventory is valued at the lower of cost or estimated market
value.  The  Company  regularly   reviews  inventory   quantities  on  hand  and
writes-down  inventory  determined  to be slow  moving or  obsolete  based  upon
expected  future  demand.  If demand  does not meet  management's  expectations,
additional inventory write-downs may be required.

Recent Accounting Pronouncements

     In July 2001, the Financial  Accounting Standard Board issued SFAS No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 1, 2001. Under SFAS No. 142,  goodwill and intangible  assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment  tests.  Other  intangible  assets will continue to be amortized over
their  useful  lives.  The  Company  will apply the  provisions  of SFAS No. 142
beginning on January 1, 2002.  Application of the nonamortization  provisions of
SFAS  No.  142  is  expected  to  result  in an  increase  in  net  earnings  of
approximately  $1.5 million per year.  During 2002, the Company will perform the
first  of the  required  impairment  tests of  goodwill  using  the  methodology
prescribed by SFAS No. 142. It is the Company's  preliminary  assessment  that a
transitional impairment charge, if any, will not be material.

     In August 2001, SFAS No. 143, Accounting for Asset Retirement  Obligations,
was issued. This Statement establishes  accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the associated
asset  retirement  cost.  In October  2001,  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets, was issued.  SFAS No. 144 addresses
financial  accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS No. 121,  Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be Disposed  Of. SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001 and SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002. The Company has not yet assessed
what impact,  if any, that the adoption of SFAS No. 144 and No. 143 will have on
its financial position and results of operations.

     In November 2001, the Emerging Issues Task Force reached consensus on Issue
No.  01-9,  Accounting  for  Consideration  Given by a Vendor to a Customer or a
Reseller of the Vendor's  Products (EITF 01-9).  In connection with the adoption
of this  consensus on January 1, 2002,  the Company will be required to classify
certain payments to its customers as a reduction of sales. The Company currently
classifies  certain of these  payments  as selling,  general and  administrative
expenses in its  Consolidated  Statement of  Operations.  Upon  adoption,  prior
period amounts will be  reclassified.  Because adoption of EITF 01-9 will solely
result in  reclassification  within the  Consolidated  Statement of  Operations,
there will be no impact on the Company's financial  condition,  operating income
or net earnings.

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  approximately 45% 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  on  January  1,  2002,
euro-denominated bills and coins were issued for cash transactions. For a period
of up to six months from this date, both legacy  currencies and the euro will be
legal  tender.  On or before  July 1, 2002,  the  participating  countries  will
withdraw all legacy currencies and use the euro exclusively.

     The  Company's  international  businesses  affected by the euro  conversion
comprise approximately 9% of the Company's net sales for the year ended December
31,  2001.  The Company has  addressed  the issues  raised by the euro  currency
conversion,  which  included,  among  others,  adapting  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.

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% adverse 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. As of December 31, 2001 the  Company's  debt  portfolio
was  comprised  of fixed  rate  debt  consisting  of  $180.0  million  of Senior
Subordinated Notes and $33.0 million of variable rate debt, primarily borrowings
under the Facility.  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% adverse 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% adverse  change in rates.
A  hypothetical  10% adverse  change in interest  rates does not have a material
impact on the fair values, cash flows or earnings of the Company for either 2001
or 2000.

     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, euros and Australian and Canadian dollars.

     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% adverse 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%  adverse  change in
currency  exchange  rates.  A  hypothetical  10% adverse  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 2001 or 2000.

ITEM 8.   Financial Statements and Supplementary Data

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

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

     None


                                    PART III


ITEM 10.   Directors and Executive Officers 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              55               Chairman, Chief Executive Officer, President and Director
Joel K. Bedol              50               Vice President, General Counsel and Secretary
Alexander R. Castaldi      51               Executive Vice President, Chief Financial and Administrative Officer
Lester C. Lee              42               President, Remington North America
Timothy G. Simmone         36               Senior Vice President, Chief Technical Officer
Norman W. Alpert           43               Director
Vernon A. Brunner          61               Director
William B. Connell         61               Director
Stephen P. Donovan, Jr.    61               Director
Victor K. Kiam, III        42               Director
Kevin A. Mundt             48               Director
Arthur J. Nagle            63               Director
Daniel S. O'Connell        47               Director
Robert L. Rosner           42               Director
Steven M. Silver           33               Director
</TABLE>


     Neil P. DeFeo was appointed Chairman of Remington in September 2001 and 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 has been Vice  President,  General  Counsel and  Secretary of
Remington  since January 2000.  From 1992 to 1999,  Mr. Bedol was Executive Vice
President, General Counsel and Secretary of Nine West Group Inc.

     Alexander R. Castaldi has been Executive Vice  President,  Chief  Financial
and Administrative  Officer of the Company since 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.

     Lester C. Lee was  appointed  to  President,  Remington  North  America  in
January 2002. Previously,  Mr. Lee held the position of President, U.S. Shaver &
Grooming  Division  since January 2000 and was 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.

     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 a director of Aearo  Corporation,  Advanced
Organics  Holdings,  Inc., Cluett American  Investment  Corporation,  Siegelgale
Holdings,  Inc.,  and MCG Capital  Corp.,  all  companies in which Vestar or its
affiliates have a significant equity interest.

     Vernon A. Brunner has been a director of Remington  since  September  2001.
Mr.  Brunner is currently  the  President of Brunner  Marketing  Solutions.  Mr.
Brunner was employed with Walgreens for over 35 years where he held a wide range
of positions,  most recently,  Executive Vice President,  Marketing from 1990 to
2001 and Director from 1999 to 2001. In addition to  Remington,  Mr.  Brunner is
also a director of First Midwest Bancorp, Inc., and Natrol, Inc.

     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 EDB 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., Information Resources,  Inc., Aurora Foods, Inc., Sight
Resource Corp., and First Teacher.com.

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

     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 In addition to
Remington,  Mr. Kiam is currently  Chairman of PIC Design and Cirrus  Healthcare
Products.

     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 Telephone and Data  Systems,  Inc. and Michael
Foods, 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,  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.,  Sunrise  Medical,  Inc.,
Siegelgale Holdings, Inc. and St. John Knits, Inc., companies in which Vestar or
its affiliates have a significant equity interest.

     Robert L.  Rosner  has been a Director  of  Remington  since May 1996.  Mr.
Rosner is a Managing  Director of Vestar  Capital and was a founding  partner at
its inception in 1988. Mr. Rosner presently also serves as Managing  Director of
Vestar Capital Partners Europe.

     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, McHugh Software International,  Inc. 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 2001  (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, 2001.

<TABLE>
<CAPTION>


                                                            Annual Compensation(1)               All Other
Name and Principal Position                      Year     Salary ($)(2)    Bonus ($)(3)      Compensation($)(4)
---------------------------                      ----     -------------    ------------      --------------------
<S>                                              <C>        <C>                                     <C>
Neil P. DeFeo, CEO, President, and               2001      $600,000          $  -                  $5,100
Director                                         2000       596,828           953,800               5,250
                                                 1999       431,635           652,500               2,767

Alexander R. Castaldi, Executive VP              2001       347,307             -                   3,583
and Chief Financial and                          2000       324,231           351,488               4,601
Administrative Officer                           1999       283,077           370,500               3,868

Lester C. Lee, President, U.S. Shaver and        2001       276,769            67,340               5,100
Grooming Division                                2000       250,404           222,450               4,811
                                                 1999       218,557           168,399               4,753

Ann T. Buivid, President, U.S. Personal Care     2001       271,230             -                   5,100
and Wellness Division(5)                         2000       239,231           198,000               4,886
                                                 1999       200,000           157,500               4,598

Joel K. Bedol, Vice President                    2001       240,169             -                     -
and General Counsel and Secretary                2000       214,615           186,300              15,000(6)
                                                 1999          -                -                     -
</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) Ms. Buivid's employment with the Company ceased on January 31, 2002.
(6) Amount represents sign-on bonus.


Compensation of Directors

     Messrs. Vernon A. Brunner, William B. Connell, Stephen P. Donovan, Jr., and
Kevin A. Mundt, members of the Management Committee of the Company, each receive
annual  compensation of $20,000 payable quarterly for services in such capacity.
Messrs.  Brunner,  Connell,  Donovan  and Mundt,  each of whom also serve on the
Company's  Audit  Committee,  receive an additional  $1,000 for each  Management
Committee and Audit 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.  Messrs. Brunner,  Connell, Donovan and Mundt
have also received  awards  pursuant to the Company's  "Phantom Equity Plan", as
described below under the heading "Phantom Equity Program".

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.

     The  Company  has entered  into an  agreement  with each of Mr. Lee and Mr.
Bedol whereby each would be entitled to salary  continuation for 6 months if his
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,  and Bedol  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.

     The Company has entered into an Offer of Compromise, Settlement and Release
Agreement (the "Severance  Agreement") with Ms. Buivid,  dated as of January 23,
2002,  pursuant  to  which  she will  receive  severance  compensation  from the
Company.  The Severance  Agreement provides for, among other things,  continuing
salary payments of  approximately  twenty three thousand dollars per month for a
period of nine months and continuing  eligibility for medical and other benefits
for the period that salary continuation  benefits are being paid. The salary and
other  benefits  payable to Ms.  Buivid will  continue  for up to an  additional
three-month  period in the event that she has not assumed  employment at the end
of the initial  nine-month  period. The payments to Ms. Buivid will be offset by
seventy  five percent  (75%) of any salary,  self-employment  or similar  income
earned by her during the  initial  nine month  period of benefit  payments.  The
Severance  Agreement  also  provides  that all of Ms.  Buivid's  interest in the
Company's Phantom Equity Plan is cancelled.  It further provides,  however, that
at the time of the valuation of the Company's Phantom Equity in 2003, such value
will be  multiplied  by .41 percent and the amount so  calculated  will,  at the
discretion  of the  Management  Committee,  either be paid to Ms. Buivid or will
thereafter be payable to her at the time an "event" occurs which would otherwise
require  generally  payments  under the Company's  Phantom  Equity  Program,  as
described  below.  If an "event"  should  occur  prior to the  valuation  of the
Company's  Phantom  Equity in 2003, the .41 percent  interest  referred to above
will be valued and paid to Ms. Buivid at that time.

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 2002. 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) may elect to defer
all or a portion of the bonus  otherwise  payable under the Company's Bonus Plan
and up to 50% of  their  annual  salary,  and such  amounts  are  placed  into a
deferral  account.  For each employee who elects to  participate in the Deferred
Compensation Plan and makes a contribution thereto, the Company makes a matching
contribution of 25% of an employee's contribution,  up to a maximum contribution
by the employee of $300,000,  subject to the  achievement  by the Company of its
performance goals for the fiscal year with respect to which the contribution was
made. 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.

     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.  The  Company  has
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 2001 no  additional  phantom  awards were issued to Named  Executive
Officers.

    The following table contains information with respect to outstanding phantom
awards for each of the Named Executive Officers as of December 31, 2001:

<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

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

Ann T. Buivid(6)                                    0.55                                   N/A
                                                    0.20                                   N/A
                                                    0.10                                   N/A

Joel K. Bedol                                       0.24 (3)                               N/A
                                                    0.24 (4)                               N/A
                                                    0.12 (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
81% of the total 7.44  outstanding time based awards presented above have vested
as of March 1, 2002.

(4) Performance based awards which are fully vested.

(5) Super  performance  based awards which are not vested and expire on December
31, 2002.

(6) Ms. Buivid's  employment with Remington ceased on January 31, 2002. Pursuant
to the provisions of the severance agreement between the Company and Ms. Buivid,
all of Ms. Buivid's phantom equity awards were cancelled.


     Messrs. Brunner,  Connell,  Donovan and Mundt have each been granted awards
equal to 0.1% of the value of the Company's equity. Each such agreement provides
for a time based  award that vests in three  equal  annual  installments  and is
otherwise on substantially the same terms as time based awards made to employees
of the Company generally.

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 $11,000.


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
     Ellen Kiam   (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  Equity  Partners'  interest  in the  Company is owned by Vestar
     Razor Corp. and Vestar Shaver Corp.,  which are controlled by Vestar Equity
     Partners.  Vestar  Razor Corp.  and Vestar  Shaver  Corp.  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.  Mr.  Connell
     Holds an economic interest in one such co-investor.  The general partner of
     Vestar Equity  Partners 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 Razor Corp.  and
     Vestar Shaver Corp. Messrs.  Alpert, Nagle,  O'Connell,  Rosner and Silver,
     who are Directors of Remington,  are affiliated with Vestar Equity Partners
     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.  Further,  no part of any of such
     Preferred Equity or Common Units is beneficially  owned by any co-investor,
     including Mr. Connell.
     (3) Vestar Razor Corp.  and Vestar  Shaver Corp.  and RPI have entered into
     the LLC Agreement which gives Vestar Equity Partners effective control over
     the management of the Company.
     (4) Ellen  Kiam  serves as the  personal  representative  of the  estate of
     Victor K. Kiam, II. Mr. Kiam's  estate's  interest in Remington is owned by
     RPI.  The  shareholders  of  RPI  are  Mr.  Kiam's  estate,  his  children,
     grandchildren and trusts for their benefit.  The address of Ms. Kiam is 230
     Burton Avenue, Palm Beach, FL 33480.
     (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
     Equity  Partners  through  Vestar Razor Corp.  and Vestar Shaver Corp.,  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.


ITEM 13.   Certain Relationships and Related Transactions

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

     Pursuant to a Non-Competition  Agreement (the "Non-Competition  Agreement")
dated May 23, 1996, between the Company and Vestar Razor Corp. and Vestar Shaver
Corp.,  Victor K. Kiam,  III,  (Mr.  Kiam) 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 Mr. Kiam has 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 Mr.
Kiam to continue to market certain competing travel appliance products developed
by an affiliate of Mr. Kiam.

     Pursuant   to  a   reimbursement   and   indemnification   agreement   (the
"Indemnification  Agreement")  between the Company,  Vestar and Mr. Kiam entered
into in June 1999 in connection with the Guarantee of the unsecured supplemental
loans to the Company under the former senior  credit  agreement,  Vestar and Mr.
Kiam each received an annual  guarantee  fee of $100,000 from the Company.  This
Agreement was terminated in April 2001,  when the unsecured  supplemental  loans
under the guarantee were paid in full.


                                     PART IV


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

     (a) 1.   Financial Statements

          2.   Financial Statement Schedule

         3.  Exhibits

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

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

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

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

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

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

     4.5  Indenture  dated as of  April  18,  2001  between  Remington  Products
          Company, L.L.C. ("Remington"), Remington Capital Corp. ("Capital") and
          The Bank of New York, as trustee. Incorporated by reference to Exhibit
          4.5 in the  Company's  Quarterly  Report on Form 10-Q for the  quarter
          ended March 31, 2001.

     4.6  Form of 11%  Series  D  Senior  Subordinated  Notes.  Incorporated  by
          reference  to Exhibit 4.5 in the  Company's  Quarterly  Report on Form
          10-Q for the quarter ended March 31, 2001.

     4.7  Purchase  Agreement  dated April 3, 2001 between  Remington,  Capital,
          Bear Stearns & Co. Inc. and Fleet  Securities,  Inc.  Incorporated  by
          reference  to Exhibit 4.7 in the  Company's  Quarterly  Report on Form
          10-Q for the quarter ended March 31, 2001.

     4.8  Registration  Rights  Agreement  dated as of April  18,  2001  between
          Remington, Capital, Bear Stearns & Co. Inc. and Fleet Securities, Inc.
          Incorporated  by reference to Exhibit 4.8 in the  Company's  Quarterly
          Report on Form 10-Q for the quarter ended March 31, 2001.

     10.1 Credit and Guarantee  Agreement dated August 21, 2001, among Remington
          Products Company, L.L.C., certain of its subsidiaries, various lending
          institutions,  Fleet Capital Corporation as Administrative  Agent, and
          Congress  Financial  Corporation  as  Co-  arranger.  Incorporated  by
          reference to Exhibit 10.1 in the Company's  Current Report on Form 8-K
          dated August 31, 2001.

     10.2 Amendment  No. 1,  dated as of  September  30,  2001 to the Credit and
          Guarantee  Agreement by and among Remington Products Company,  L.L.C.,
          Fleet  Securities,  Congress  Financial  Corporation and Fleet Capital
          Corporation.   Incorporated  by  reference  to  Exhibit  10.1  in  the
          Company's  Quarterly  Report  on  Form  10-Q  for  the  quarter  ended
          September 30, 2001.

     10.3 Waiver and Amendment No. 2, dated as of March 28, 2002 to the Credit
          and  Guarantee  Agreement  by and among  Remington  Products  Company,
          L.L.C.,  certain  of  its  subsidiaries,  Fleet  Securities,  Congress
          Financial Corporation and Fleet Capital Corporation.

     10.4 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).

     10.5 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).

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

     10.7 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).

     10.8 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).

     10.9 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.

     10.10Executive  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.

     10.11Letter  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.

     10.12Letter  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 December31, 1999.

     10.13Letter  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.

     10.14Form of  Severance  Agreement.  Incorporated  by  reference to Exhibit
          10.24 in the  Company's  Annual Report on Form 10-K for the year ended
          December 31, 1997.

     10.15Form 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.

     10.16Form 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.

     10.17Form  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.

     10.18Form of Change in Control  Agreement  dated  September 20, 2001 by and
          between the Company and certain Executives.

     10.19License  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).

     10.20License  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).

     10.21Tradename  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).

     10.22License  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.



                                   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:  April 1, 2002

     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 April 1, 2002.


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


    /s/Kris J. Kelley                                       *
--------------------------------------     -------------------------------------
Kris J. Kelley, Vice President and         Norman W. Alpert, Director
   Controller

              *                                             *
--------------------------------------     -------------------------------------
Victor K. Kiam III, Director               Daniel S. O'Connell, Director


              *                                             *
--------------------------------------     -------------------------------------
Arthur J. Nagle, Director                  William B. Connell, Director


              *                                             *
--------------------------------------     -------------------------------------
Robert L. Rosner, Director                 Steven M. Silver, Director


              *                                             *
--------------------------------------     -------------------------------------
Kevin A. Mundt, Director                   Stephen P. Donovan, Jr., Director


*By /s/ by Kris J. Kelley                                   *
   -----------------------------------     -------------------------------------
   Kris J. Kelley, as Attorney-in-Fact     Vernon A. Brunner, Director




                          INDEX TO FINANCIAL STATEMENTS
<TABLE>
<CAPTION>


                                                                                       Pages
                                                                                       -----
Financial Statements
<S>                                                                                        <C>
     Independent Auditors' Report                                                        F-2

     Consolidated Balance Sheets as of December 31, 2001 and 2000                        F-3

     Consolidated Statements of Operations for each of the years in the
       three-year period ended December 31, 2001                                         F-4

     Consolidated Statements of Members' Deficit for each of the years in the
       three-year period ended December 31, 2001                                         F-5

     Consolidated Statements of Cash Flows for each of the years in the
       three-year period ended December 31, 2001                                         F-6

     Notes to Consolidated Financial Statements                                          F-7

Financial Statement Schedule

     Schedule II - Valuation and Qualifying Accounts for each of the years in
       the three-year period ended December 31, 2001                                     S-1


</TABLE>



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



                          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,
2001 and 2000, and the related consolidated  statements of operations,  members'
deficit, and cash flows for each of the three years in the period ended December
31, 2001. 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, 2001 and 2000, and the results of its operations and its cash
flows for each of the three years in the period  ended  December  31,  2001,  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
March 22, 2002
(March 28, 2002 as to the Amended
Revolving Credit Facility described in Note 6)



                       Remington Products Company, L.L.C.

                           Consolidated Balance Sheets
                                 (in thousands)
<TABLE>
<CAPTION>

                                                                               December 31,
                                                                         ---------------------
                                                                         2001             2000
                                                                         ----             ----
<S>                                                                     <C>              <C>
ASSETS
Current assets:
    Cash                                                                $4,087           $10,342
    Accounts receivable                                                 78,849            89,388
    Inventories                                                         75,216            66,854
    Prepaid and other assets                                             3,451             3,388
                                                                       -------           -------
            Total current assets                                       161,603           169,972

Property, plant and equipment, net                                      13,006            12,807
Intangibles, net                                                        52,586            54,522
Other assets                                                            14,541             5,186
                                                                      --------          --------
            Total assets                                              $241,736          $242,487
                                                                      ========          ========

LIABILITIES AND MEMBERS' DEFICIT
Current liabilities:
    Accounts payable                                                  $ 30,006          $ 23,886
    Short-term borrowings                                                4,075             4,732
    Current portion of long-term debt                                      322             3,373
    Accrued liabilities                                                 39,754            31,942
                                                                      --------          --------
            Total current liabilities                                   74,157            63,933

Long-term debt                                                         208,645           195,161
Other liabilities                                                        1,302               897
Commitments and contingencies

Members' deficit:
     Members' deficit                                                  (36,186)          (12,701)
     Accumulated other comprehensive income                             (6,182)           (4,803)
                                                                      --------           --------
            Total members' deficit                                     (42,368)           (17,504)
                                                                      --------           --------
            Total liabilities and members' deficit                    $241,736           $242,487
                                                                      ========           ========

</TABLE>


                 See notes to consolidated financial statements.





                       Remington Products Company, L.L.C.

                      Consolidated Statements of Operations
                                 (in thousands)



<TABLE>
<CAPTION>


                                                                            Year Ended December 31,
                                                             --------------------------------------------------
                                                                2001               2000                 1999
                                                             ----------         ----------            ---------

<S>                                                          <C>                  <C>                 <C>
Net sales                                                    $ 393,577            $365,149            $318,766
Cost of sales                                                  243,212             201,765             176,269
                                                             ---------            --------            --------
          Gross profit                                         150,365             163,384             142,497

Selling, general and administrative expenses                   146,525             123,177             111,434
Amortization of intangibles                                      1,937               1,952               1,943
                                                             ---------            --------            --------
         Operating income                                        1,903              38,255              29,120

Interest expense                                                26,435              24,774              21,723
Other expense                                                    1,945                 345                 127
                                                             ---------            --------            --------
         Income (loss) before income taxes                    (26,477)              13,136               7,270

Provision (benefit) for income taxes                           (3,096)                 399               1,235
                                                             --------             --------            --------
         Net income (loss)                                   $(23,381)            $ 12,737            $  6,035
                                                             =========            ========            ========

Net income (loss) applicable to common units                 $(36,789)             $   823            $(4,550)
                                                             =========             =======            ========

</TABLE>

                                See notes to consolidated financial statements.






                       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>          <C>
Balance, January 1, 1999                  $ 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 (loss):
       Net income                                                              12,737
       Foreign currency translation                                                           (2,235)
       Unrealized hedging loss                                                                  (223)
     Total comprehensive income                                                                             10,279
                                          ---------    ------    ---------   ---------       --------     ---------

Balance, December 31, 2000                $106,835     $6,880    $(73,921)   $(52,495)       $(4,803)     $(17,504)

     Preferred Dividend                     13,408                            (13,408)                        -
     Comprehensive income (loss):
       Net loss                                                               (23,381)
       Foreign currency translation                                                           (1,546)
       Unrealized hedging gain                                                                   167
       Dividend distribution                                                     (104)
     Total comprehensive loss                                                                              (24,864)
                                          --------     ------    ---------   ---------       --------     ---------
Balance, December 31, 2001                $120,243     $6,880    $(73,921)   $(89,388)       $(6,182)     $(42,368)
                                          ========     ======    =========   =========       ========     =========

</TABLE>


                 See notes to consolidated financial statements.





                       Remington Products Company, L.L.C.

                      Consolidated Statements of Cash Flows
                                 (in thousands)

<TABLE>
<CAPTION>

                                                                              Year Ended December 31,
                                                                 ------------------------------------------------
                                                                    2001               2000               1999
                                                                 ----------         ----------         ----------
<S>                                                               <C>                <C>                 <C>
Cash flows from operating activities:
   Net income (loss)                                              $(23,381)          $ 12,737            $ 6,035

   Adjustment to reconcile net income (loss) to net cash
     provided by (used in)operating activities:
       Depreciation                                                  3,897              3,801              3,612
       Amortization of intangibles                                   1,937              1,952              1,943
       Amortization of deferred financing fees                       2,242              2,790              1,388
       Provision for bad debt                                        4,232                878                534
       Inventory write-down                                          9,518              1,309              2,350
       Deferred income taxes                                        (3,289)               428               (144)
       Other                                                           785                223                (59)
                                                                  ---------          ---------           --------
                                                                    (4,059)            24,118             15,659
       Changes in assets and liabilities:
          Accounts receivable                                        4,015            (15,578)           (19,039)
          Inventories                                              (19,413)           (15,740)            (7,643)
          Accounts payable                                           6,209                506              7,662
          Accrued liabilities                                        7,791              2,151              5,355
          Other, net                                                 1,179                660                 (5)
                                                                  ---------          ---------           --------
            Cash provided by (used in) operating activities         (4,278)            (3,883)             1,989
                                                                  ---------          ---------           --------
Cash flows from investing activities:

   Capital expenditures                                             (4,322)            (4,414)            (3,518)

Cash flows from financing activities:
   Proceeds from sale of Senior Subordinated Notes                  50,000               -                  -
   Repayments under term loan facilities                           (18,869)            (1,918)            (1,311)
   Borrowings under term loan facilities                              -                  -                15,000
   Repayments under credit facilities                             (157,111)           (49,497)           (47,254)
   Borrowings under credit facilities                              136,968             61,989             41,580
   Debt issuance costs and other, net                               (8,215)            (1,107)              (842)
                                                                  ---------          ---------           --------
              Cash provided by financing activities                  2,773              9,467              7,173

              Effect of exchange rate changes on cash                 (428)              (694)               (27)
                                                                  ---------          ---------           --------
Increase (decrease) in cash                                         (6,255)               476              5,617
Cash, beginning of year                                             10,342              9,866              4,249
                                                                  ---------          ---------           --------
            Cash, end of year                                     $  4,087           $ 10,342            $ 9,866
                                                                  =========          =========           ========
Supplemental cash flow information:
       Interest paid                                              $ 23,710           $ 21,810            $20,302

       Income taxes paid (refunded), net                          $    547           $    (17)           $   248


</TABLE>

                 See notes to consolidated financial statements.



                       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").

     Remington Capital Corp. is a wholly owned subsidiary of Remington  Products
Company, L.L.C. and has no significant operations of its own.

     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  will  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:
     Cash consists of bank balances and cash on hand.

     Allowance for Doubtful Accounts:
     The allowance for doubtful accounts at December 31, totaled $1,674 thousand
in 2001 and $2,864  thousand in 2000.  On January 22, 2002 one of the  Company's
largest  customers filed for bankruptcy under Chapter 11 of the Bankruptcy Code.
This event had no material impact on the Company's earnings or cash flows.

     Inventories:
     The Company's  inventories  are valued at the lower of cost or market.  The
majority of  inventory  is finished  goods and is accounted  for  utilizing  the
first-in,  first-out (FIFO) method.  Domestic  manufactured  inventories,  which
represent  approximately 4% of the  consolidated  inventories as of December 31,
2001 and 6% at December 31, 2000, are stated at cost  determined by the last-in,
first-out (LIFO) method. As of December 31, 2001 and 2000, 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.

     Deferred Financing Costs:
     Costs  associated  with obtaining  financing  arrangements  are included in
other assets and are being  amortized  over the term of the related  borrowings.
Deferred financing costs and accumulated amortization totalled $19.7 million and
$8.9  million,  respectively  at December  31,  2001 and $12.1  million and $7.2
million, respectively at December 31, 2000.

     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 $4.3 million, $4.2 million and $4.0
million for the years ended December 31, 2001, 2000 and 1999, respectively.

     Shipping and Handling Costs:
     Shipping  and handling  costs  represent  costs  associated  with  shipping
products to customers and handling finished goods. Included in selling,  general
and administrative  expenses are shipping and handling costs of $25.2 million in
2001, $16.7 million in 2000 and $14.6 million in 1999.

     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:
     The Company  recognizes  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 hedges the foreign  subsidiaries  forecasted  purchases of inventory
denominated in currencies  different than 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, 2001 and 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, 2001,  the Company had  unrealized  losses of $0.2 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 2002.  For
the three years ended December 31, 2001, 2000 and 1999 the losses  classified in
cost of sales related to the  ineffective  portion of the Company's  outstanding
hedge contracts were immaterial.

     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 $1.7  million,  $0.9  million and $0.5 million for the
years ended December 31, 2001, 2000 and 1999, respectively.

     Recent Accounting Pronouncements:
     In July 2001, the Financial Accounting Standards Board issued SFAS No. 142,
Goodwill and Other Intangible Assets, effective for fiscal years beginning after
December 1, 2001. Under SFAS No. 142,  goodwill and intangible  assets deemed to
have indefinite  lives will no longer be amortized but will be subject to annual
impairment  tests.  Other  intangible  assets will continue to be amortized over
their  useful  lives.  The  Company  will apply the  provisions  of SFAS No. 142
beginning on January 1, 2002.  Application of the nonamortization  provisions of
SFAS  No.  142  is  expected  to  result  in an  increase  in  net  earnings  of
approximately  $1.5 million per year.  During 2002, the Company will perform the
first  of the  required  impairment  tests of  goodwill  using  the  methodology
prescribed by SFAS No. 142. It is the Company's  preliminary  assessment  that a
transitional impairment charge, if any, will not be material.

     In August 2001, SFAS No. 143, Accounting for Asset Retirement  Obligations,
was issued. This Statement establishes  accounting standards for recognition and
measurement of a liability for an asset retirement obligation and the associated
asset  retirement  cost.  In October  2001,  SFAS No.  144,  Accounting  for the
Impairment or Disposal of Long-Lived Assets, was issued.  SFAS No. 144 addresses
financial  accounting and reporting for the impairment or disposal of long-lived
assets and supersedes SFAS No. 121,  Accounting for the Impairment of Long-Lived
Assets and for  Long-Lived  Assets to Be Disposed  Of. SFAS No. 144 is effective
for fiscal years beginning after December 15, 2001 and SFAS No. 143 is effective
for fiscal years beginning after June 15, 2002. The Company has not yet assessed
what impact,  if any, that the adoption of SFAS No. 144 and No. 143 will have on
its financial position and results of operations.

     In November 2001, the Emerging Issues Task Force reached consensus on Issue
No.  01-9,  Accounting  for  Consideration  Given by a Vendor to a Customer or a
Reseller of the Vendor's  Products (EITF 01-9).  Upon adoption of this consensus
on January 1, 2002, the Company will be required to classify certain payments to
its customers as a reduction of sales. The Company currently  classifies certain
of these  payments  as  selling,  general  and  administrative  expenses  in its
Consolidated Statement of Operations.  Upon adoption,  prior period amounts will
be   reclassified.   Because  adoption  of  EITF  01-9  will  solely  result  in
reclassification within the Consolidated Statement of Operations,  there will be
no  impact  on  the  Company's  financial  condition,  operating  income  or net
earnings.


2.   Inventories

     Inventories  were  comprised  of the  following as of December 31, 2001 and
2000 (in thousands):

                                                   2001             2000
                                                 -------          -------
     Finished goods                              $71,308          $63,673
     Work in process and raw materials             3,908            3,181
                                                 -------          -------
                                                 $75,216          $66,854
                                                 =======          =======


3.   Property, Plant and Equipment

     Property, plant and equipment as of December 31, 2001 and 2000 consisted of
(in thousands):

                                                   2001             2000
                                                 -------          -------
     Land and buildings                          $ 2,790          $ 2,517
     Leasehold improvements                        5,230            4,573
     Machinery, equipment and tooling             11,440            9,867
     Furniture, fixtures and other                 7,804            7,233
                                                 --------         --------
                                                  27,264           24,190

     Less accumulated depreciation               (14,258)         (11,383)
                                                 --------         --------
                                                 $13,006          $12,807
                                                 ========         ========


4.   Intangibles

     Intangibles   were   comprised  of  the  following   (net  of   accumulated
amortization  of $10,873 and $8,936  thousand) as of December 31, 2001 and 2000,
respectively (in thousands):
                                                   2001             2000
                                                 --------         --------
     Goodwill                                    $27,720          $28,529
     Tradenames                                   22,819           23,482
     Patents                                       2,047            2,511
                                                 -------          -------
                                                 $52,586          $54,522
                                                 =======          =======


5.   Accrued Liabilities

     Accrued liabilities were comprised of the following as of December 31, 2001
and 2000 (in thousands):
                                                  2001             2000
                                                --------         ---------

     Advertising and promotion expenses          $18,233          $10,980
     Compensation and benefits                     4,369            7,635
     Distribution expense                          3,399            1,145
     Interest                                      3,200            2,263
     Income and other taxes payable                3,048            2,868
     Other                                         7,505            7,051
                                                 -------          -------
                                                 $39,754          $31,942
                                                 =======          =======


6.   Debt

     Long-term debt at December 31, 2001 and 2000 consisted of (in thousands):

                                                  2001             2000
                                                --------         --------

     Senior Subordinated Notes                  $180,000         $130,000
     Revolving Credit Facilities                  28,373           48,721
     Term and Supplemental Loans                    -              18,978
     Capital Leases                                  594              835
                                                ---------        ---------
                                                 208,967          198,534
     Less current portion                           (322)          (3,373)
                                                ---------        ---------
                                                $208,645         $195,161
                                                =========        =========


11% Senior Subordinated Notes:

     On April 18, 2001,  the Company  completed the sale of $50.0 million of 11%
Series C Senior  Subordinated  Notes due 2006 (the  "Series C  Notes").  The net
proceeds of  approximately  $44.8 million,  after issuance  costs,  were used to
repay  existing  term  loans  and  supplemental  loans  and  a  portion  of  the
outstanding revolving credit borrowings under the Company's former senior credit
facility.

     On September  6, 2001,  the Company  filed a  registration  statement  (the
"Exchange Offer") with the Securities and Exchange Commission for the purpose of
enabling  holders of its $130.0 million 11% Series B Senior  Subordinated  Notes
issued on May 23,  1996  ("Series B Notes")  and its Series C Notes to  exchange
them for a like  principal  amount  of 11%  Series D Senior  Subordinated  Notes
("Series D Notes") registered under the Securities Act of 1933, as amended.  The
Exchange  Offer was  completed  on October  10,  2001,  and the  Company now has
outstanding  approximately  $15.0 million in principal  amount of Series B Notes
and approximately $165.0 million in principal amount of Series D Notes.

     The Series B Notes and Series D Notes (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.

     The Senior  Subordinated  Note  indenture  contains  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,  the Senior  Subordinated  Note indenture
limits the amount of  dividends  that the  Company is  permitted  to pay.  As of
December 31, 2001, the Company was in compliance  with its debt covenants  under
the Senior Subordinated Note indenture.

     Revolving Credit Facility:

     The Company entered into a new $110.0 million asset based revolving  credit
facility (the  "Facility")  on August 21, 2001.  The initial  drawdown under the
Facility was used to repay all outstanding borrowings under the Company's former
$70.0 million senior credit facility.

     The Facility  provides for $70.0 million in revolving credit to the Company
and $40.0 million in revolving credit to certain of its subsidiaries. Borrowings
under  the  facility  are  subject  to a  borrowing  base  of  85%  of  eligible
receivables and 60% of eligible inventories. The borrowing base can be increased
by  up to  $10.0  million  (the  "Seasonal  Overadvance")  over  the  applicable
percentage of eligible receivables and inventories, (still limited to the $110.0
million of total  facilities) from March 15 through June 15 and August 1 through
November 15. The Facility expires on March 31, 2006.

     Interest  rates per annum  applicable  to the  Facility  are based,  at the
Company's  option,  upon a Eurodollar rate ("LIBOR") plus 3.0% or the greater of
(i) prime rate plus 1.75% and (ii) the federal funds rate plus 2.00%;  provided,
however,  that the  interest  rates are subject to  adjustment  based on certain
levels of  financial  performance.  Interest  is payable  quarterly  in arrears,
including  a  commitment  fee of 0.375% per annum on the  average  daily  unused
portion of the  Facility.  The  obligations  under the  Facility  are secured by
essentially  all of the tangible and  intangible  assets and  properties  of the
Company and its subsidiaries.

     On March 28, 2002 certain of the financial covenant  requirements under the
Facility as of December 31, 2001 were  waived,  the Facility was amended and the
Seasonal  Overadvance  was removed.  Interest rates per annum  applicable to the
Facility were  increased by 0.25% and are now based,  at the  Company's  option,
upon a  Eurodollar  rate  ("LIBOR")  plus 3.25% or the greater of (i) prime rate
plus 2.0% and (ii) the federal funds rate plus 2.25%;  provided,  however,  that
the  interest  rates  are  subject  to  adjustment  based on  certain  levels of
financial performance.

     The Facility,  as amended,  requires the Company to be in  compliance  with
certain  covenants,  the most  restrictive  of which is a  minimum  availability
covenant which requires the Company to maintain a minimum availability under the
Facility of $7.0 million  between  February and April,  $5.0 million between May
and  September  and $9.0 million at all other times.  The Facility  requires the
Company to maintain certain financial maintenance tests, the more restrictive of
which require the Company to maintain  leverage and fixed charge coverage ratios
as defined.  The Facility  also contains 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,  the  Facility  limits the amount of  dividends  that the
Company is permitted to pay.

     Short Term Borrowings:

     Short Term Borrowings  consist of local  revolving  credit lines at some of
the Company's foreign  subsidiaries and totaled  approximately  $4.1 million and
$4.7 million as of December 31, 2001 and 2000,  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 6.3% in 2001 and 7.1% in 2000.


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,  2001,  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, 2001 the
aggregate unpaid Preferred Equity, including accrued dividends of $58.2 million,
totaled $120.2 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").

     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.
The Company has  achieved the  specified  performance  target  required for full
vesting of the outstanding performance based awards, but has not as yet achieved
the  specific  performance  target  for full  vesting of the  outstanding  super
performance  based  award.  Payment  of  vested  awards  is  dependent  upon the
achievement of both a performance criteria and an event criteria,  except in the
discretion  of the  Management  Committee in the event of death or disability or
termination of employment  without cause.  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.


                       Remington Products Company, L.L.C.
             Notes to Consolidated Financial Statements (continued)

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


8.   Income Taxes

     The Company is recognized as a partnership for Federal income tax purposes.
As such,  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  Federal  income  taxes for the  Company.  However,
certain state and local  jurisdictions do not recognize  partnership  status for
taxing  purposes  and  require  taxes to be paid on net  earnings.  Furthermore,
earnings of certain foreign operations are taxable under local statutes.

     Pretax  earnings/(losses)  for years ended  December 31, are as follows (in
thousands):
<TABLE>
<CAPTION>

                                                          2001             2000           1999
                                                       ----------        ---------      ---------
<S>                                                     <C>               <C>            <C>
U.S. operations                                         $ (3,503)         $11,765        $ 3,006
Non-U.S. operations                                      (22,974)           1,371          4,264
                                                        ---------         -------        -------
        Total                                           $(26,477)         $13,136        $ 7,270
                                                        =========         =======        =======
</TABLE>


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

                                                          2001             2000           1999
                                                       ----------        ---------      ---------
<S>                                                     <C>               <C>            <C>
Current:
   Foreign                                              $    151          $   (55)       $ 1,371
   State and local                                            42               26              8
Deferred:
   Foreign                                                (3,289)             428           (144)
                                                        ---------         --------       --------
        Total                                           $ (3,096)         $   399        $ 1,235
                                                        =========         ========       ========
</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                               $ (9,270)         $ 4,734        $ 2,545
Partnership status for U.S. federal income
  tax purposes                                             1,344           (4,254)        (1,052)
State and local income taxes                                  42               26              8
Foreign tax refunds                                          -               (924)           -
Establishment/(reversal) of valuation allowance            3,998              (16)          (674)
Adjustment for foreign income tax rates                      790              833            408
                                                        ---------         --------       --------
Provision for income taxes                              $ (3,096)         $   399        $ 1,235
                                                        =========         ========       ========

</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):

                                                    2001          2000
                                                  --------      --------
Depreciation and other                             $  530        $   (2)
Foreign tax loss carryforwards                      7,897         1,158
                                                   -------         ------
                                                    8,427         1,156

     Less valuation allowance                      (5,161)       (1,163)
                                                   -------       -------
Total deferred tax assets (liabilities), net       $3,266        $   (7)
                                                   =======       =======


     The  valuation   allowance  relates  primarily  to  the  foreign  tax  loss
carryforwards.  The valuation allowance has been recorded against the portion of
the foreign tax loss carryforwards for which,  based on the available  evidence,
it  is  more  likely  than  not  that  a  tax  benefit  will  not  be  realized.
Approximately   $1.4   million  of  the  $25.2   million  in  foreign  tax  loss
carryforwards  expire  between  2003 through  2006,  while the  remaining  $23.8
million has no expiration date.


9.  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
                                                ---------        --------
       2002                                     $ 4,217            $370
       2003                                       3,232             263
       2004                                       2,346              18
       2005                                       1,924             -
       2006 and thereafter                        5,649             -
                                                -------            ----

       Total minimum lease payments             $17,368             651
                                                =======
       Less:  amount representing interest                           57
                                                                   ----
       Present value of minimum lease payments                     $594
                                                                   ====

     Rent  expense was $7,022,  $7,004 and $7,342  thousand  for the years ended
December 31, 2001, 2000 and 1999.

     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.


10.  Employee Benefit Plans

     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, 2001
and 2000 are as follows (in thousands):

Change in Benefit Obligation:
                                                        2001           2000
                                                      --------       --------
   Benefit obligation at beginning of year            $ 6,893         $6,678
   Service cost                                           362            385
   Interest cost                                          355            363
   Actuarial (gain) loss                                  -            1,338
   Benefits paid                                         (679)        (1,369)
   Currency exchange rate effects                        (171)          (502)
                                                       -------        -------
   Benefit obligations at end of year                   6,760          6,893
                                                       -------        -------

Change in Plan Assets:
   Fair value of plan assets at beginning of year       6,560          8,327
   Actual return on plan assets                          (837)          (256)
   Employer contributions                                 360            384
   Participant contributions                              114            116
   Benefits paid                                         (679)        (1,369)
   Currency exchange rate effects                        (177)          (642)
                                                       -------        -------
   Fair value of plan assets at end of year             5,341          6,560
                                                       -------        -------
Funded Status                                          (1,419)          (333)
Unrecognized net actuarial (gain) loss                  2,016            772
                                                       -------        -------
Prepaid benefit cost                                   $  597         $  439
                                                       =======        =======

     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%


                                                 Year Ended December 31,
                                             ------------------------------
                                              2001        2000        1999
                                             ------      ------      ------
Components of Net Periodic Benefit Cost:
   Service cost                              $ 253         $259        $293
   Interest cost                               380          370         395
   Expected return on plan assets             (312)        (426)       (631)
                                             -----         -----       -----
Net periodic benefit cost                    $ 321         $203        $ 57
                                             =====         =====       =====


     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 $0.4 million for
the year ended  December  31, 2001 and $0.3  million for each of the years ended
December 31, 2000 and 1999.

     Deferred  Compensation  Plan. The Company has a Deferred  Compensation Plan
pursuant  to which  eligible  executive  employees  may  elect to defer all or a
portion of the bonus otherwise payable under the Company's annual bonus plan and
up to 50% of their  annual  salary,  and such amounts are placed into a deferral
account.   For  each  employee  who  elects  to   participate  in  the  Deferred
Compensation Plan and makes a contribution thereto, the Company makes a matching
contribution of 25% of an employee's contribution,  up to a maximum contribution
by the employee of $300 thousand,  subject to the  achievement by the Company of
its performance goals for the fiscal year with respect to which the contribution
was made.  The  participants  may select  various mutual funds in which all or a
part of their  deferral  accounts  will be deemed to be invested.  Distributions
from a  participant's  deferral  account  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.


11.  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, 2001 of long-term fixed rate debt was approximately $137.7
million  and  $180.0  million,  respectively.  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.

     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, 2001, the Company had an uncollateralized  receivable with Wal-Mart
which  represented  approximately  21%  of  the  Company's  accounts  receivable
balance.  During calendar 2001, sales to Wal-Mart represented  approximately 30%
of the Company's net sales. The Company  performs ongoing credit  evaluations of
its customers'  financial  condition but does not require  collateral to support
customer receivables. The Company establishes an allowance for doubtful accounts
based upon factors surrounding the credit risk of specific customers, historical
trends and other information.

     Foreign Currency Exposure Management:

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

     At December 31, 2001,  forward contracts to sell approximately 15.2 million
UK Pounds Sterling, 6.7 million Canadian dollars, 6.1 million Australian dollars
and 6.3 million euros were outstanding, all of which mature in 2002. At December
31, 2000, forward contracts to sell 11.6 million UK Pounds Sterling, 5.0 million
Australian dollars and 0.8 million euros were outstanding and matured at various
dates in 2001. 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.,  Raymond  Industrial Ltd., and
Specialife  Industries,  Ltd.,  accounted for approximately 46% of the Company's
overall  cost of sales in 2001.  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.


12.  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 Mr. Kiam entered
into in June 1999 in connection with the guarantee of the unsecured supplemental
loans to the Company under the former senior  credit  agreement,  Vestar and Mr.
Kiam,  each received an annual  guarantee fee of $100 thousand from the Company.
This  Agreement was  terminated in April 2001,  when the unsecured  supplemental
loans under the Guarantee were paid in full.


13.  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.  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 Ended December 31,
                                                     ----------------------------------------------
                                                       2001               2000               1999
                                                     --------           --------           --------
<S>                                                  <C>                <C>                <C>
Net Sales:
   North America                                     $246,816           $207,610           $158,333
   International                                      108,094            114,794            116,044
   U.S. Service Stores                                 38,667             42,745             44,389
                                                     ---------          ---------          ---------
Total                                                $393,577           $365,149           $318,766
                                                     =========          =========          =========
Operating Income:
    North America                                    $ 21,309           $ 32,278           $ 20,318
    International                                     (15,319)             8,533             10,888
    U.S. Service Stores                                 1,747              3,197              3,469
    Depreciation and amortization                      (5,834)            (5,753)            (5,555)
                                                     ---------          ---------          ---------
Total                                                $  1,903           $ 38,255           $ 29,120
                                                     =========          =========          =========
Segment Assets:
    North America                                    $159,665           $146,828           $129,011
    International                                      73,158             86,746             84,906
    U.S. Service Stores                                 8,913              8,913             10,073
                                                     ---------          ---------          ---------
Total                                                $241,736           $242,487           $223,990
                                                     =========          =========          =========
Capital Expenditures:
    North America                                    $  2,598           $  3,136           $  1,705
    International                                         889                714              1,091
    U.S. Service Stores                                   835                564                722
                                                     ---------          ---------          ---------
Total                                                $  4,322           $  4,414           $  3,518
                                                     =========          =========          =========
</TABLE>


     Net sales in the United Kingdom represented  approximately 14%, 17% and 19%
of the  Company's net sales during the years ended  December 31, 2001,  2000 and
1999, respectively. No other country contributed more than 10% of net sales.

     The Company's largest customer,  Wal-Mart, accounted for approximately 30%,
25% and 22% of the Company's net sales during the years ended December 31, 2001,
2000 and 1999,  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, 2001, 2000 and 1999.

14.  Quarterly Financial Information (unaudited, in thousands)

<TABLE>
<CAPTION>

                                                                       Three  Months Ended
                                        ----------------------------------------------------------------
2001                                     March 31       June 30         September 30         December 31    Total Year
----------------------                  ----------     ----------       ------------         -----------    ----------

<S>                                       <C>            <C>                <C>                <C>          <C>
Net sales                                 $54,493        $65,952            $84,163            $188,969     $393,577
Gross profit                               23,473         21,428             35,766              69,698      150,365
Operating income                              827        (11,340)             7,575               4,841        1,903
Income (loss) before income taxes          (5,570)       (18,187)             1,629              (4,349)     (26,477)
Net income (loss)                          (4,941)       (13,919)             1,802              (6,323)     (23,381)
Net income (loss) applicable to
   common units                            (8,146)       (17,220)            (1,598)             (9,825)     (36,789)


2000
----------------------

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



</TABLE>



                       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>         <C>              <C>
Allowance for doubtful accounts:

   Year ended December 31, 2001                            $2,864         4,232       (5,422)        $ 1,674

   Year ended December 31, 2000                            $2,335           878         (349)        $ 2,864

   Year ended December 31, 1999                            $2,749           534         (948)        $ 2,335


Allowance for cash discounts and returns:

   Year ended December 31, 2001                           $10,206        38,671      (28,807)        $20,070

   Year ended December 31, 2000                           $10,166        19,525      (19,485)        $10,206

   Year ended December 31, 1999                           $ 7,655        22,690      (20,179)        $10,166


Inventory reserves:

   Year ended December 31, 2001                           $ 1,172         9,518       (3,286)        $ 7,404

   Year ended December 31, 2000                           $ 1,639         1,309       (1,776)        $ 1,172

   Year ended December 31, 1999                           $ 2,071         2,350       (2,782)        $ 1,639



</TABLE>


                                       S-1