1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 10-Q X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the quarterly period ended August 31, 1999 OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES - --- EXCHANGE ACT OF 1934 For the transition period from....................to.................... Commission file number 0-23312 HELEN OF TROY LIMITED (Exact name of registrant as specified in its charter) Bermuda 74-2692550 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) One Helen of Troy Plaza El Paso, TX 79912 (Address of principal executive offices, including zip code) Registrant's telephone number, including area code: (915) 225-8000 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___ As of September 30, 1999 there were 29,287,357 shares of Common Stock, $.10 Par Value, outstanding.
2 HELEN OF TROY LIMITED AND SUBSIDIARIES INDEX <TABLE> <CAPTION> Page No. <S> <C> PART I. FINANCIAL INFORMATION Item 1 Consolidated Condensed Balance Sheets as of August 31, 1999 (unaudited) and February 28, 1999..........................................3 Consolidated Condensed Statements of Income (unaudited) for the Three and Six Months Ended August 31, 1999 and August 31, 1998............................................5 Consolidated Condensed Statements of Cash Flows (unaudited) for the Six Months Ended August 31, 1999 and August 31, 1998............................................6 Notes to Consolidated Condensed Financial Statements (unaudited)...........................7 Item 2 Management's Discussion and Analysis of Financial Condition and Results of Operations.................................................9 PART II. OTHER INFORMATION Item 4 Submission of Matters to a Vote of Security Holders............14 Item 6 Exhibits and Reports on Form 8-K...............................15 SIGNATURES......................................................................16 </TABLE> 2
3 PART I. FINANCIAL INFORMATION HELEN OF TROY LIMITED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands, except shares) <TABLE> <CAPTION> August 31, February 28, 1999 1999 ------------ ------------ (unaudited) <S> <C> <C> Assets Current assets: Cash and cash equivalents $ 18,669 $ 33,691 Marketable securities, at market value 16,790 -- Receivables, principally trade, less allowance for doubtful receivables of $465 at August 31, 1999 and $1,756 at February 28, 1999 67,076 59,799 Inventories 94,859 90,288 Prepaid expenses 2,549 2,048 Deferred income tax benefits 4,131 3,858 ------------ ------------ Total current assets 204,074 189,684 Property and equipment, net of accumulated depreciation of $7,430 at August 31, 1999 and $6,905 at February 28, 1999 46,633 42,464 Goodwill, net of accumulated amortization of $3,150 at August 31, 1999 and $2,224 at February 28, 1999 39,739 39,052 License agreements, at cost less accumulated amortization of $9,593 at August 31, 1999 and $9,085 at February 28, 1999 7,459 7,967 Other assets, net of accumulated amortization 16,936 14,869 ------------ ------------ $ 314,841 $ 294,036 ============ ============ </TABLE> (Continued) 3
4 HELEN OF TROY LIMITED AND SUBSIDIARIES CONSOLIDATED CONDENSED BALANCE SHEETS (in thousands, except shares) <TABLE> <CAPTION> August 31, February 28, 1999 1999 ------------ ------------ (unaudited) <S> <C> <C> Liabilities and Stockholders' Equity Current liabilities: Notes payable to banks $ 10,000 $ 10,000 Accounts payable, principally trade 3,459 1,592 Accrued expenses: Advertising and promotional 5,838 4,935 Other 10,677 8,563 Income taxes payable 15,371 13,654 ------------ ------------ Total current liabilities 45,345 38,744 Long-term debt 55,450 55,450 ------------ ------------ Total liabilities 100,795 94,194 Stockholders' equity: Preference shares, non-voting, $1.00 par value. Authorized 2,000,000 shares; none issued -- -- Common stock, $.10 par value. Authorized 50,000,000 shares; 29,132,813 and 29,047,332 shares issued and outstanding at August 31, 1999 and February 28, 1999, respectively 2,913 2,905 Additional paid-in capital 53,959 53,750 Retained earnings 157,174 143,187 ------------ ------------ Total stockholders' equity 214,046 199,842 ------------ ------------ Commitments and contingencies $ 314,841 $ 294,036 ============ ============ </TABLE> See accompanying notes to consolidated condensed financial statements. 4
5 HELEN OF TROY LIMITED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF INCOME (unaudited) (in thousands, except shares and earnings per share) <TABLE> <CAPTION> Three months ended Six months ended August 31, August 31, 1999 1998 1999 1998 ------------ ------------ ------------ ------------ <S> <C> <C> <C> <C> Net sales $ 71,520 $ 72,162 $ 143,708 $ 136,298 Cost of sales 44,525 43,467 87,764 82,614 ------------ ------------ ------------ ------------ Gross profit 26,995 28,695 55,944 53,684 Selling, general and administrative expenses 23,266 19,016 44,831 37,812 ------------ ------------ ------------ ------------ Operating income 3,729 9,679 11,113 15,872 Other income (expense): Interest expense (844) (852) (1,380) (1,764) Other income (net) 5,944 603 6,403 1,367 ------------ ------------ ------------ ------------ Total other income (expense) 5,100 (249) 5,023 (397) ------------ ------------ ------------ ------------ Earnings before income taxes 8,829 9,430 16,136 15,475 Income tax expense (benefit): Current 733 2,136 2,220 3,534 Deferred (44) (250) (70) (439) ------------ ------------ ------------ ------------ Net earnings $ 8,140 $ 7,544 $ 13,986 $ 12,380 ============ ============ ============ ============ Earnings per share: Basic $ .28 $ .27 $ .48 $ .45 Diluted .27 .26 .46 .42 Weighted average number of shares used in computing earnings per share: Basic 29,082,717 27,880,371 29,065,592 27,713,194 Diluted 30,353,589 29,416,613 30,142,326 29,273,890 </TABLE> See accompanying notes to consolidated condensed financial statements. 5
6 HELEN OF TROY LIMITED AND SUBSIDIARIES CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS (unaudited, in thousands) <TABLE> <CAPTION> Six months ended August 31, 1999 1998 ---------- ---------- <S> <C> <C> Cash flows from operating activities: Net earnings $ 13,986 $ 12,380 Adjustments to reconcile net income to cash provided (used) by operating activities Depreciation and amortization 3,078 2,190 Provision for doubtful receivables 622 38 Deferred taxes, net (70) (439) Realized gain - trading securities (1,183) -- Unrealized gain - trading securities (4,363) -- Changes in operating assets and liabilities: Accounts receivable (8,405) (12,050) Marketable securities (11,244) -- Inventory (5,100) (28,493) Prepaid expenses (594) (4,033) Accounts payable 1,867 (555) Accrued expenses 1,738 3,957 Income taxes payable 1,717 4,565 ---------- ---------- Net cash used by operating activities (7,951) (22,440) Cash flows from investing activities: Capital and license expenditures (5,501) (7,838) Other assets (2,130) (5,144) ---------- ---------- Net cash used by investing activities (7,631) (12,982) Cash flows from financing activities: Net borrowings on revolving line of credit -- 10,000 Payment of payroll tax and income tax withholding associated with stock options exercised -- (6,669) Exercise of stock options 560 871 ---------- ---------- Net cash provided by financing activities 560 4,202 Net (decrease) in cash equivalents (15,022) (31,220) Cash equivalents, beginning of period 33,691 55,670 ---------- ---------- Cash equivalents, end of period $ 18,669 $ 24,450 ========== ========== Supplemental cash flow disclosures: Interest paid $ 2,036 $ 1,964 Income taxes paid, net of refunds 498 -- </TABLE> See accompanying notes to consolidated condensed financial statements. 6
7 HELEN OF TROY LIMITED AND SUBSIDIARIES NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS (unaudited) August 31, 1999 Note 1 - In the opinion of the Company, the accompanying consolidated condensed financial statements contain all adjustments (consisting of only normal recurring adjustments) necessary to present fairly its financial condition as of August 31, 1999 and February 28, 1999 and the results of its operations for the three-month and six-month periods ended August 31, 1999 and 1998. While the Company believes that the disclosures presented are adequate to make the information not misleading, these statements should be read in conjunction with the financial statements and the notes included in the Company's latest annual report on Form 10-K. Certain reclassifications were made to information for the three months and the six months ended August 31, 1998 in order to conform to the presentation for the three months and the six months ended August 31, 1999. Note 2 - The Company is involved in various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of such claims and legal actions will not have a material adverse effect on the financial position, results of operations, or liquidity of the Company. Note 3 - Basic earnings per share is computed based upon the weighted average number of common shares outstanding during the period. Diluted earnings per share is computed based upon the weighted average number of common shares plus the effects of dilutive securities. The number of dilutive securities was 1,270,872 and 1,536,242, respectively, for the three months ended August 31, 1999 and 1998, and 1,076,734 and 1,560,696, respectively, for the six months ended August 31, 1999 and 1998. Dilutive securities for the three months ended August 31, 1999 consisted of 1,129,644 dilutive stock options and 141,228 shares contingently issuable as part of an acquisition that occurred in October 1998. Dilutive securities for the six months ended August 31, 1999 consisted of 960,647 dilutive stock options and 116,087 shares of common stock contingently issuable as part of the acquisition that occurred in October 1998. All dilutive securities for the three- and six-month periods ended August 31, 1998 were comprised of dilutive stock options. All potentially dilutive securities are included in the calculations of diluted earnings per share. For the six and three months ended August 31, 1999 and 1998, options to purchase 1,418,175 and 12,875 and 530,000 and 19,750 shares of common stock, respectively, were outstanding, but were not included in the computation of earnings per share because the exercise prices of such options were greater than the average market price of the common shares. 7
8 Note 4 - Marketable securities consist of shares of common stock of several publicly traded companies and are stated at market value, as determined by the most recent trading price of each security as of the balance sheet date. Management determines the appropriate classification of the Company's investments when those investments are purchased and reevaluates those determinations at each balance sheet date. At August 31, 1999, the Company held its investments in equity securities of unaffiliated companies for the purpose of trading them in the near term (see Management's Discussion and Analysis of Financial Condition and Results of Operations - Information relating to forward looking statements). Therefore, all investments in equity securities are classified as trading securities, with all unrealized gains and losses attributable to such securities included in earnings. Included in the heading "other income" on the Consolidated Condensed Statements of Income for the three months and the six months ended August 31, 1999 are $1,183,000 in net realized gains from sales of trading securities. Net unrealized gains of $4,363,000 were recognized on trading securities held by the Company at the balance sheet date based on the differences between the market values of such securities and the amounts that the Company paid for them. The net unrealized gains on marketable securities are also included in "other income" on the Condensed Consolidated Statements of Income for the periods ended August 31, 1999. Note 5 - Helen of Troy Limited holds the consolidated group's investments in trading securities and is not subject to any capital gains tax or other tax on the sale of equity securities. Therefore, no income tax expense was recognized on $5,380,000 of the $5,546,000 of income reported on sales and appreciation of trading securities during the three-month and six-month periods ended August 31, 1999. The remaining $166,000 of income from securities was recognized by a U.S. subsidiary of Helen of Troy Limited. Note 6 - On September 29, 1999, the Company's Board of Directors approved a resolution authorizing the Company to purchase, in open market or private transactions, up to 3,000,000 shares of its common stock over a period extending to September 29, 2002. 8
9 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations Results of Operations Quarter ended August 31, 1999 Net second quarter sales decreased $642,000, or 0.9%, to $71,520,000 for the three months ended August 31, 1999, compared to $72,162,000 for the three months ended August 31, 1998. The sales decrease occurred, in part, because of lower sales to some of the Company's largest retail customers. The Company believes that some of these customers are attempting to carry lower levels of inventory than in the past. Sales growth attributable to product lines acquired or developed internally within the twelve months prior to August 31, 1999, combined with higher international sales, partially offset the domestic sales decreases in certain of the Company's product lines. Gross profit as a percentage of sales decreased to 37.7% for the quarter ended August 31, 1999, from 39.8% for the quarter ended August 31, 1998. Higher than expected levels of customer returns contributed to the decrease in gross profit as a percentage of sales. Changes in the mix of products sold also accounted for some of that decrease. Selling, general and administrative expenses as a percentage of sales increased to 32.5% for the three months ended August 31, 1999, compared to 26.4% for the three months ended August 31, 1998. The increase in selling, general and administrative expenses as a percentage of sales was partially attributable to $1,320,000 in customer chargebacks. Some of the additional expenses associated with the chargebacks are related to warehousing issues that occurred in connection with the Company's assumption of warehouse operations at its El Paso, Texas distribution center. In January 1999 the Company assumed operation of that distribution center from a third party contractor. The Company will initiate measures that it expects to correct the issues at the El Paso facility. Increased cooperative advertising expenses of $1,400,000 also contributed to the increase in selling, general and administrative expenses as a percentage of sales. During the three months ended August 31, 1999, the Company recorded $1,183,000 in net realized gains from the sale of trading securities and net unrealized gains of $4,363,000 on equity securities held by the Company at August 31, 1999. These gains are included in "other income" on the Condensed Consolidated Statements of Income. The unrealized gains were based on the differences between the market values of the marketable securities at August 31, 1999 and the Company's original costs. The Company's marketable securities consist of shares of common stock of several publicly traded companies and are stated at market value, as determined by the most recent trading price of each security as of the balance sheet date. Management determines the appropriate classification of the Company's investments when those investments are purchased and reevaluates those determinations at each balance sheet date. At August 31, 1999, the Company held all of its investments in equity securities of unaffiliated companies for the purpose of trading them in the near term. Therefore, all investments in equity securities are classified as trading securities, with all unrealized gains and losses attributable to such securities included in earnings. The market risk associated with investments in equity securities is summarized below in the "Liquidity and Capital 9
10 Resources" section. The Company recorded income tax expense equal to 7.8% of pre-tax income for the quarter ended August 31, 1999, compared to 20.0% for the quarter ended August 31, 1998. The lower tax rate for the three months ended August 31, 1999 is due to the fact that no income tax expense was provided for most of the Company's gains on its marketable securities. Helen of Troy Limited holds the consolidated group's investments in marketable securities and is not subject to any capital gains tax or other income tax on the sale of equity securities. Therefore, no income tax expense was recognized on $5,380,000 of the $5,546,000 of income reported on sales and appreciation of equity securities during the three-month period ended August 31, 1999. The remaining $166,000 of income from securities was recognized by a U.S. subsidiary of Helen of Troy Limited. Six Months Ended August 31, 1999 Net sales for the six months ended August 31, 1999 increased $7,410,000, or 5.4%, when compared to the six months ended August 31, 1998. Increased international sales and sales of hair brush, comb and hair care accessory products that were added to the Company's product mix in the last year through acquisition or internal development provided most of the sales increase for the six-month period. Gross profit as a percentage of sales decreased from 39.4% for the six months ended August 31, 1998 to 38.9% for the six months ended August 31, 1999. Higher than expected rates of customer returns lowered gross profit as a percentage of sales in the six months ended August 31, 1999, as discussed in the section above covering gross profit as a percentage of sales for the three-month period ended August 31, 1999. A shift in the mix of products sold also negatively affected gross profit. Selling, general and administrative expenses as a percentage of sales increased to 31.2% for the six months ended August 31, 1999, versus 27.7% for the six months ended August 31, 1998, due in part to increased customer chargebacks and cooperative advertising. Those increases are discussed above in the analysis of selling, general and administrative expenses as a percentage of sales for the three months ended August 31, 1999. Interest expense decreased $384,000, or 21.8% for the six months ended August 31, 1999, compared to the same period the previous year. The decrease is primarily due to higher levels of capitalized interest on the construction of the Company's new headquarters during the six months ended August 31, 1999. As the corporate headquarters construction progressed, the dollar amount of construction in progress grew; thereby increasing capitalized interest for the period. The Company discontinued the capitalization of interest when the new headquarters building was placed in service. For the six months ended August 31, 1999, the Company recorded $1,183,000 in realized investment income and $4,363,000 in unrealized investment income. These gains are included in "other income" on the Condensed Consolidated Statements of Income. The Company's investments and investment income are discussed more fully in the above section covering the results of operations for the three 10
11 months ended August 31, 1999. The fact that most of this income was recognized on investments held by Helen of Troy Limited, which is not subject to income tax on such income, resulted in the decrease in the Company's effective tax rate from 20.0% for the six-month period ending August 31, 1998, to 13.3% for the six months ended August 31, 1999. Liquidity and Capital Resources The Company's working capital and current ratio were $158,729,000 and 4.5, respectively, at August 31, 1999, compared to $150,940,000 and 4.9, respectively, at February 28, 1999. The Company's cash balance decreased to $18,669,000 at August 31, 1999, from $33,691,000 at February 28, 1999, due to purchases of investment securities, increased accounts receivable and a slight increase in inventory. The increase in accounts receivable is caused by seasonal fluctuations and by slower payment patterns on the part of some of the Company's customers. The Company's allowance for doubtful accounts receivable decreased from $1,756,000 at February 28, 1999 to $465,000 at August 31, 1999, as the Company wrote off the accounts of three customers who had financial difficulties in late 1998 and early 1999. The $465,000 allowance at August 31, 1999 is comparable to the Company's allowance for doubtful accounts receivable in the recent past, while the $1,765,000 allowance at February 28, 1999 was unusually high compared to the recent past. The increase in inventory is primarily seasonal in nature. The Company periodically invests or may invest in the certain equity securities. Investing in equity securities entails certain market risks. Should the stock price of any entity in which the Company has invested decline, the Company could lose part or all of its investment in marketable equity securities. The Company believes its capital resources are adequate to finance its short- and long-term liquidity requirements. Year 2000 The Company is continuing to assess its Year 2000 ("Y2K") readiness through examining and updating its critical information technology ("IT") systems, monitoring the Y2K readiness of its business partners and formulating contingency plans. Management believes that the Company's non-IT systems are Y2K compliant. The Company's sales, accounts receivable, warehouse management, accounts payable, general ledger, payroll and Electronic Data Interchange systems comprise its critical information technology systems. The Company has assessed its Y2K readiness with regard to critical IT systems. Based on internal assessments and upon vendor representations, the Company believes that it will complete all of the necessary actions to bring all of its critical IT systems into Y2K compliance by November 1999. Security, telephone and other systems that facilitate the operations of its warehouses and corporate headquarters, as well as computer chips embedded in its products comprise the Company's primary non-IT systems. The Company has completed the updates necessary to bring these systems into Y2K compliance. The computer chips embedded in the products sold by the Company are not date- 11
12 sensitive and therefore pose no Y2K risk. The Company has not incurred, nor does it expect to incur, any material expenses in readying its computer applications for the Year 2000. The IT and non-IT systems currently in place or expected to be in place on January 1, 2000 were not purchased specifically, nor was their installation accelerated, because of the Y2K issue. The Company has substantially completed its analysis of its relationships with its business partners. The Company has inquired with major customers as to their Y2K compliance. Based on its assessment of customers' representations in their reports to the Securities and Exchange Commission and their answers to the Company's inquiries, the Company's management believes that its major customers will be Y2K compliant. The Company has made inquiries of key suppliers and has tested its computer links with key suppliers in the Far East for Y2K compliance. Based on written responses to these inquiries and the results of its tests, management does not believe that the Y2K issue will cause the Company to experience any significant difficulties in obtaining products. The Company has received communications from its key financial service providers indicating that they are actively working to resolve their Y2K service issues. The Company has made inquiries of its primary domestic utility service providers as to their Y2K readiness. The responses received to date have not indicated that any of the Company's primary domestic utility service providers expect any service disruptions due to the Y2K issue, although the utilities have indicated that they cannot provide complete assurance that no interruptions will occur. The Company continues to monitor these service providers' Y2K readiness through additional inquiries. The Company believes that the remaining updates to its IT systems, the Y2K readiness of its non-IT systems and its efforts to assess the Y2K compliance of its trading partners should minimize the business difficulties encountered as a result of the Y2K issue. However, the Company is in the process of formulating contingency plans. Management expects that these contingency plans, when formulated, will entail routine back-ups of files, printing hard copies of reports from key systems prior to January 1, 2000, and completing key cash payments that are due in early January 2000 on or before December 31, 1999. There can be no guarantee that the Company or its trading and business partners will not experience Y2K compliance difficulties. If the Company or its significant trading and business partners experience Y2K compliance problems, adverse business consequences could result. The Company believes that the most likely negative effects, if any, could include disruptions in both shipments and receipts of products, delays in the Company's receipt of payments from customers and delays in the ability to pay certain suppliers. Subsequent events On September 29, 1999, the Company's Board of Directors approved a resolution authorizing the Company to purchase, in open market or private transactions, up to 3,000,000 shares of its common stock over the three-year period ending September 29, 2002, if management determines that such actions would increase shareholder value. 12
13 Information relating to forward-looking statements This report, some of the Company's press releases and some of the Company's comments to the news media, contain certain forward-looking statements that are based on management's current expectations with respect to future events or financial performance. A number of risks or uncertainties could cause actual results to differ materially from historical or anticipated results. Generally, the words "anticipates," "believes," "expects" and other similar words identify forward-looking statements. The Company cautions readers not to place undue reliance on forward-looking statements. Forward-looking statements are subject to risks that could cause such statements to differ materially from actual results. Factors that could cause actual results to differ from those anticipated include: (1) general industry conditions and competition, (2) credit risks, (3) the Company's material reliance on individual customers or small numbers of customers, (4) the Company's material reliance on certain trademarks, (5) risks associated with inventory, including potential obsolescence, (6) risks associated with operating in foreign jurisdictions, (7) worldwide and domestic economic conditions, (8) the impact of current and future laws, including tax laws and litigation, (9) uninsured losses, (10) reliance on computer systems, (11) management's reliance on the representations of third parties, (12) risks associated with newly acquired product lines and subsidiaries, (13) risks associated with investments in equity securities, (14) risks associated with management's strategies designed to remedy certain operational issues, (15) technological issues associated with Year 2000 compliance efforts and (16) the risks described from time to time in the Company's reports to the Securities and Exchange Commission, including the Company's Annual Report on Form 10-K for the year ended February 28, 1999. 13
14 PART II. OTHER INFORMATION Item 4. Submission of Matters to a Vote of Security Holders The Company's Annual Meeting of Shareholders was held August 24, 1999, in El Paso, Texas. At that meeting, the shareholders voted on the following proposals: o Proposal 1. Election of Directors; o Proposal 2. To consider approval of amendments to the Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan; Proposal 1 was a proposal to elect the Nominating Committee's seven nominees for the Board of Directors. Those nominees are each listed below in the summary of the vote on Proposal 1. Proposal 2 was a proposal to amend the Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan to increase the number of stock options granted to non-employee Directors from 4,000 annually to 4,000 quarterly and to allow any non-employee Director to transfer his or her stock options to family members or to certain types of entities controlled by the non-employee Director or by his or her family members. With respect to Proposal 1, the Directors received the following votes: <TABLE> <CAPTION> Broker For Against Non-Votes <S> <C> <C> <C> Gerald J. Rubin 22,298,517 3,104,901 0 Gary B. Abromovitz 22,424,602 2,978,816 0 Stanlee N. Rubin 22,254,449 3,148,969 0 Christopher L. Carameros 22,296,104 3,107,314 0 Byron H. Rubin 22,274,854 3,128,564 0 Daniel C. Montano 21,941,136 3,462,282 0 H. McIntyre Gardner 22,298,987 3,104,431 0 </TABLE> Proposal 2 received the following votes: Proposal 2 <TABLE> <CAPTION> Broker For Against Abstentions Non-Votes <S> <C> <C> <C> 23,583,327 1,697,782 122,309 0 </TABLE> 14
15 Item 6. Exhibits and Reports on Form 8-K (a) Exhibits 10.29 Form of Amended and Restated Employment Agreement Between Helen of Troy Limited and Gerald J. Rubin, dated March 1, 1999 10.30 Amended and Restated Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan 27 Financial Data Schedule 15
16 SIGNATURES Pursuant to the requirements 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. HELEN OF TROY LIMITED (Registrant) Date October 15, 1999 /s/ Gerald J. Rubin ---------------- ----------------------------------- Gerald J. Rubin Chairman of the Board and Chief Executive Officer (Principal Executive Officer) Date October 15, 1999 /s/ Dona Fisher ---------------- ----------------------------------- Dona Fisher Senior Vice-President, Finance, and Chief Financial Officer (Principal Financial Officer) 16
17 INDEX TO EXHIBIT <TABLE> <CAPTION> EXHIBIT NUMBER DESCRIPTION - ------- ----------- <S> <C> 10.29 Form of Amended and Restated Employment Agreement Between Helen of Troy Limited and Gerald J. Rubin, dated March 1, 1999 10.30 Amended and Restated Helen of Troy Limited 1995 Non-Employee Director Stock Option Plan 27 Financial Data Schedule </TABLE>