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***********COPY OF FORM 8-K AS FILED WITH THE COMMISSION ON June 17, 1998*******
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SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
Form 8-K
Current Report
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (date of earliest event reported) June 4, 1998
Commission file number 1-12271
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CARSON, INC.
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(Exact name of registrant as specified in its charter)
DELAWARE 06-1428605
(State or other jurisdiction of incorporation
or organization) (I.R.S. Employer Identification
Number)
64 Ross Road, Savannah Industrial Park
Savannah, Georgia 31405
(Address, including zip code, of principal executive offices)
Registrant's telephone number, including area code: (912) 651-3400
<PAGE>
Item 5. Other Events.
On June 4, 1998, Carson, Inc. (the "Company") issued a press release announcing
a restructuring of its senior management team. Dr. Roy Keith, formerly Chairman
and CEO, has stepped down as CEO. Dr. Keith remains Chairman and will focus on
strengthening customer relationships and growing the Company's international
markets. Vincent A. Wasik, currently a member of the Company's Board of
Directors and President of Morningside Capital Group LLC., has assumed the
position of Acting CEO, and will continue in that capacity until a permanent
successor is hired. Joyce M. Roche, President and COO, will concentrate on U.S.
sales and marketing. Malcolm Yesner, Managing Director of Carson Holdings
Limited, the Company's South Africa subsidiary, has been promoted to the
additional post of President of the Company's International division covering
South America and Europe as well as Africa.
In addition, the Company sold 29.1 million of its common shares of Carson
Holdings Limited, generating gross proceeds of approximately $56 million. Carson
Holdings Limited also sold an additional 10.25 million shares, generating gross
proceeds of approximately $20 million which will be used for working capital and
geographic expansion in Africa. As a result of the combined sales and exercise
of employee stock options, the Company now owns approximately 53.2% of Carson
Holdings stock rather than the 53.7% stated in the June 4, 1998 press release.
The Company also announced plans to divest its Cutex nail polish and nail polish
remover business in order to narrow its strategic focus on the worldwide ethnic
personal care business.
A copy of the press release concerning these matters is attached as Exhibit 99.1
hereto and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits.
(a.) Financial Statements of the Business Acquired.
Not Applicable.
(b.) Pro Forma Financial Information.
Not Applicable.
(c.) Exhibits:
99.1 Text of Press Release issued by the Company on June 4, 1998.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: June 17,1998 CARSON, INC.
By: /s/ Robert W. Pierce
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Name: Robert W. Pierce
Title: Executive Vice President and Chief
Financial Officer (Principal
Accounting and Financial Officer)
Carson, Inc. Announces Management Restructuring, Reports Partial Sale of South
Africa Holdings for $56 Million
June 4, 1998-- Roy Keith, Chairman and CEO of Carson, Inc., (NYSE:CIC) announced
today that the Board of Directors has approved his request to restructure the
company's senior management, and that he was stepping down as CEO. Vincent A.
Wasik, President of Morningside Capital Group LLC., was named Acting CEO,
effective immediately.
Dr. Keith remains Chairman, and will focus on strengthening customer
relationships in Carson's primary U.S. market as well as assisting in growing
the company's international markets, such as in Africa and Brazil.
Mr. Wasik said that the Board has retained a leading search firm to fill the CEO
position with an experienced consumer or personal care products executive
familiar with U.S. mass market distribution channels.
"Carson enjoys a strong leadership position in the ethnic hair and personal care
markets in the U.S.," said Mr. Wasik. "We are very pleased that Roy will
continue to play an active role as we move Carson forward. In order to improve
the Company's performance and profitability, we plan to eliminate certain
management positions in addition to reducing administrative expenses. Our focus
will be on more fully realizing the opportunities Carson has in both the
domestic and international markets."
Mr. Wasik announced that Joyce M. Roche, President and COO, will be
concentrating on U.S. sales and marketing. Ms. Roche joined Carson in 1995,
after serving as a Senior Vice President at Avon Products, Inc., for over 15
years.
Mr. Wasik also announced that Malcolm Yesner, Managing Director of Carson
Holdings Limited, Carson's South Africa subsidiary, has been promoted to the
additional post of President of Carson Inc.'s International division covering
South America, with special emphasis on Brazil, and Europe as well as Africa.
Mr. Yesner will continue to make his headquarters in Johannesburg, where he has
been responsible for the outstanding performance of Carson Holdings Limited. Mr.
Yesner has over nine years of direct experience in the ethnic hair care
industry, having previously owned a successful black hair care business. He
previously held senior management positions with Procter & Gamble and Bristol
Myers Squibb Limited.
Carson also reported that it has successfully completed the sale of
approximately 29.1 million common shares of Carson Holdings Limited, generating
gross proceeds of approximately $56 million. Carson Holdings, the shares of
which are traded on the Johannesburg Stock Exchange, at the same time sold an
additional 10.25 million shares, for gross proceeds of approximately $20 million
to be used for working capital and geographic expansion in Africa. As a result
of the combined sale, Carson, Inc. now owns approximately 53.7% of Carson
Holdings stock, the current market value of which is over $230 million.
Carson has also announced that it has retained the investment banking firm of
Merril Lynch & Co. to assist with the planned sale of its Cutex nail polish and
nail polish remover business. Since Carson acquired Cutex in the U.S. and Puerto
Rico from Chesebrough Ponds in April 1997, the Company has successfully launched
the Cutex Ultra line of nail polish, repositioned the Cutex Strong Nail enamel
line and expanded distribution of the market leading Cutex nail polish remover.
Carson said it decided to divest the highly recognized Cutex brand in order to
narrow its strategic focus on the worldwide ethnic personal care business.
<PAGE>
Carson, Inc. is a leading global manufacturer and marketer of ethnic hair care
products which are specifically formulated to address the unique hair
characteristics of people of African descent, including hair relaxers and
texturizers, hair color, shaving products and hair care maintenance products.
Carson sells its products in the U.S. and over 60 countries around the world
under the brand names Dark & Lovely, Excelle, Beautiful Beginnings, Dark &
Natural, Magic, and Let's Jam.
Statements in this press release concerning the Company's business outlook or
future economic performance, anticipated profitability, revenues, expenses or
other financial items, together with other statements that are not historical
facts, are "forward-looking statements" as that term is defined under Federal
Securities Laws."Forward-looking statements" are subject to risks, uncertainties
and other factors which could cause actual results to differ materially from
those stated in such statements. Such risks, uncertainties and factors include,
but are not limited to, industry cyclicality, fluctuations in customer demand
and order patterns, the seasonal nature of the business, changes in pricing, and
general economic conditions, as well as other risks detailed in the Company's
filings with the Securities and Exchange Commission.
