CARSON INC
8-K, 1999-02-23
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K
                                 Current Report

   [X ] Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934  

        Date of Report (date of earliest event reported): February 21, 1999

                         Commission file number 1-12271



                                  CARSON, INC.

             (Exact name of registrant as specified in its charter)


           DELAWARE                                        06-1428605           
(State or other jurisdiction                     (I.R.S. Employer Identification
of incorporation or organization)                 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



Item 5. Other Events.

         On February 21, 1999, Gregory J. Andrews, President and Chief Executive
Officer of Carson,  Inc.,  died of apparent  natural  causes while on a business
trip in South Africa. Mr. Andrews joined the Company in July 1998.

         The Executive  Committee of the Board of Directors named Malcolm Yesner
as Acting CEO,  pending a meeting of the full Board.  Mr.  Yesner also serves as
President  of the  Company's  international  operations  and  as  CEO of  Carson
Holdings Limited, the Company's South African subsidiary.
<PAGE>


Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits

         (a) Financial Statements of Business Acquired.

               Not applicable.

         (b) Pro Forma Financial Information.

               Not applicable.

         (c) Exhibits

         99.1 Press  Release  dated  February 22, 1999  announcing  the death of
Gregory J. Andrews and appointment of Malcolm Yesner as Acting CEO.




                                    SIGNATURE

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.

CARSON, INC.






                                                         Date: February 23, 1999
/s/Robert W. Pierce
Executive Vice President, Chief Financial Officer and Secretary
(Principal Financial Officer)






      Carson, Inc. Announces Death of President; Malcolm Yesner Appointed       
                                   Acting CEO     
                               
     SAVANNAH, Ga.--(BUSINESS  WIRE)--Feb. 22,1998--Carson, Inc.(NYSE:CIC) today
announced, with  great  sadness, the  unexpected  death yesterday  from apparent
natural causes of  Greg Andrews, President and Chief Executive Officer, while on
a business trip in South Africa.  Mr. Andrews, who was 47, joined Carson in July
1998.
     The  Executive  Committee of the  Board Of Directors  also announced  that,
pending a meeting of the full Board later  this week, it has named as Acting CEO
of  Carson  Malcolm  Yesner,  41,  President,  International  and CEO of  Carson
Holdings.  Under Mr. Yesner,  Carson  Holdings,  a 52.8%-owned  subsidiary,  has
achieved  dramatic  growth in South Africa and has been rapidly  expanding  into
other major markets in West, East, and Southern Africa.
     "In the six months  Greg  headed  Carson he left an  indelible  mark on the
Company," said Vincent A. Wasik,  Chairman of the Executive  Committee of Carson
and President of Morningside Capital Group, the major stockholder of Carson, who
was on the trip with Mr. Andrews.  "He was an inspired  leader,  a dedicated and
highly capable professional, and someone who came to be a good friend to me. His
untimely  passing  is a  tragic  loss to  those  of us who  worked  with him and
especially his family, to whom we can only extend our deepest condolences.  Greg
was a man of vision,  who, in  addition  to working  closely  with  Malcolm, put
together an excellent,  experienced and dedicated management team which is fully
capable  of  carrying  out the  program  he put in place and which was  yielding
highly tangible results. He will be missed."
       Funeral  arrangements have not been completed.

     Contact: Anreder Hirschhorn Silver & Co., New York
              Steven S. Anreader, (212) 532-3232



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