CARSON INC
SC 13G/A, 1997-02-24
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
Previous: HANSBERGER INSTITUTIONAL SERIES, 24F-2NT, 1997-02-24
Next: OGARA CO /OH/, SC 13D, 1997-02-24




                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C.  20549

                                ---------------


                                 SCHEDULE 13G


            INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
                   UNDER THE SECURITIES EXCHANGE ACT OF 1934

                               (AMENDMENT NO._1_)



                             Carson, Inc.          (Name of Issuer)


                    Class A Common Stock, par value $.01 per share
                        (Title of Class of Securities)


                                145845 10 3
                                (CUSIP Number)



                             --------------------










                             Page 1 of 7 Pages

<PAGE>




                                    SCHEDULE 13G

CUSIP NO.:  145845 10 3

(1)   NAME OF REPORTING PERSON:  Vincent A. Wasik

      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  378440536

(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)         |_|

      (b)         |_|

(3)   SEC USE ONLY


(4)   CITIZENSHIP OR PLACE OF ORGANIZATION:  United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

      (5)   SOLE VOTING POWER:  6,620,140

      (6)   SHARED VOTING POWER:  0

      (7)   SOLE DISPOSITIVE POWER:  6,620,140

      (8)   SHARED DISPOSITIVE POWER:  0

(9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
      PERSON: 6,620,140

(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES                      |_|

(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  57.9%

(12)  TYPE OF REPORTING PERSON:  IN





                             Page 2 of 7 Pages

<PAGE>




                                    SCHEDULE 13G

CUSIP NO.:  145845 10 3

(1)   NAME OF REPORTING PERSON:  DNL Partners Limited Partnership

      S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON:  061429779

(2)   CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP

      (a)         |_|

      (b)         |_|

(3)   SEC USE ONLY


(4)   CITIZENSHIP OR PLACE OF ORGANIZATION:  United States of America

NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH:

      (5)   SOLE VOTING POWER:  6,620,140

      (6)   SHARED VOTING POWER:  0

      (7)   SOLE DISPOSITIVE POWER:  6,620,140

      (8)   SHARED DISPOSITIVE POWER:  0

(9)   AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
      PERSON: 6,620,140

(10)  CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
      CERTAIN SHARES                      |_|

(11)  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9):  57.9%

(12)  TYPE OF REPORTING PERSON:  PN





                             Page 3 of 7 Pages

<PAGE>



ITEM 1(A).  NAME OF ISSUER:


      Carson, Inc. ("Carson")


ITEM 1(B).  ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:


      64 Ross Road, Savannah Industrial Park
      Savannah, Georgia  31405


ITEM 2(A).  NAME OF PERSON FILING:


      Vincent A. Wasik and DNL Partners Limited Partnership ("DNL
      Partners" and together with Mr. Wasik, the "Reporting
      Persons")


ITEM 2(B).  ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE,
            RESIDENCE:


      c/o Morningside Capital Group, L.L.C.
      One Morningside Drive North, Suite 200
      Westport, Connecticut  06880


ITEM 2(C).  CITIZENSHIP:


      United States of America


ITEM 2(D).  TITLE OF CLASS OF SECURITIES:


      Class A Common  Stock,  par  value  $.01 par  share  (the  "Class A Common
       Stock")


ITEM 2(E).  CUSIP NUMBER:


      145845 10 3




                             Page 4 of 7 Pages

<PAGE>



ITEM        3. IF THIS  STATEMENT  IS  FILED  PURSUANT  TO  RULES  13D-1(B),  OR
            13D-2(B), CHECK WHETHER THE PERSON FILING IS A:


            Not applicable.


ITEM 4.     OWNERSHIP.


     The  responses  of Mr.  Wasik to Items 5 through 9 of the  portions  of the
cover page hereof which  relate to shares of Class A Common  Stock  beneficially
owned are herein  incorporated by reference.  Of the 6,620,140 shares of Class A
Common Stock beneficially owned by Mr. Wasik,  6,617,340 shares represent shares
that DNL Partners Limited  Partnership  ("DNL Partners") has a right to acquire,
at its option,  at any time, upon the conversion in accordance with its terms of
6,617,340  shares of Class C Common Stock,  par value $.01 per share, of Carson.
Of such  6,617,340  shares,  818,640  shares are held by DNL  Partners as Voting
Trustee pursuant to a Voting Trust Agreement dated August 23, 1995.

            Mr. Wasik has a 99%  ownership  interest in DNL Group,  L.L.C.,  the
general  partner of DNL  Partners,  and  therefore  is deemed to have voting and
dispositive control as to the shares held by DNL Partners.


ITEM 5.     OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.


            Not Applicable.


ITEM 6.     OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
            ANOTHER PERSON.


            Of the shares beneficially owned by Mr. Wasik,
818,640 shares are held by DNL Partners as Voting  Trustee  pursuant to a Voting
Trust  Agreement  dated August 23, 1995. The  beneficiaries  of the Voting Trust
have the right to receive  dividends from, and the proceeds of the sale of, such
shares held by the Voting Trustee.



ITEM 7.     IDENTIFICATION AND CLASSIFICATION OF THE
            SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
            REPORTED ON BY THE PARENT HOLDING COMPANY.


            Not Applicable.



                             Page 5 of 7 Pages

<PAGE>




ITEM 8.     IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF
            THE GROUP.


            Not Applicable.


ITEM 9.     NOTICE OF DISSOLUTION OF GROUP.


            Not Applicable.


ITEM 10.          CERTIFICATION.


            Not Applicable.



                             Page 6 of 7 Pages

<PAGE>


                                   SIGNATURE



            After  reasonable  inquiry  and to the  best  of his  knowledge  and
belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.

February 20, 1997

                                    VINCENT A. WASIK



                                     /s/Vincent A. Wasik
                                     ----------------------
                                     Name:  Vincent A. Wasik
                                    




                             Page 7 of 7 Pages







© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission