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SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
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SCHEDULE TO
(RULE 14D-100)
TENDER OFFER STATEMENT UNDER SECTION 14(D) (1) OR 13(E) (1)
OF THE SECURITIES EXCHANGE ACT OF 1934
CARSON, INC.
(Name of Subject Company (Issuer))
COSMAIR, INC.
CRAYON ACQUISITION CORP.
(Names of Filing Persons (Offerors))
CLASS A COMMON STOCK, PAR VALUE $0.01 PER SHARE
(Title of Class of Securities)
145845103
(CUSIP Number of Class of Securities)
JOHN D. SULLIVAN
SENIOR VICE PRESIDENT AND GENERAL COUNSEL
COSMAIR, INC.
575 FIFTH AVENUE
NEW YORK, NEW YORK 10017
(212) 818-1500
(Name, Address and Telephone Numbers of Person
Authorized to Receive Notices and Communications on Behalf of Filing Persons)
Copy to:
ELLEN J. ODONER, ESQ.
WEIL, GOTSHAL & MANGES LLP
767 FIFTH AVENUE
NEW YORK, NEW YORK 10153-0119
(212) 310-8000
[X] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer:
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule 14d-1.
[ ] issuer tender offer subject to Rule 13e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting
the results of the tender offer: [ ]
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FOR IMMEDIATE RELEASE CONTACT: Ellen Beth Van Buskirk
COSMAIR, INC.
(212) 984-4528
Lorraine Kressman
L'OREAL S.A.
(33) 1-47-56-40-24
www.loreal-finance.com
L'OREAL SIGNS DEFINITIVE AGREEMENT TO ACQUIRE CARSON
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NEW YORK (February 28, 2000) - L'Oreal S.A. today announced the signing of a
definitive agreement to acquire Carson, Inc. of Savannah, Georgia.
Carson, listed on the New York Stock Exchange, is the global leader in beauty
products for the Black consumer with worldwide sales of $176 million for the
last four quarters to September 1999.
Cosmair, Inc., L'Oreal's wholly owned U.S. subsidiary, has entered into binding
agreements with DNL Partners and other stockholders to tender their Carson
shares representing a majority of the company's outstanding shares and more than
80 percent of the company's voting rights.
Cosmair will launch a cash tender offer at $5.20 net per share commencing within
approximately a week. The completion of the tender offer is subject to a number
of conditions including the expiration of the waiting period under the U.S.
Hart-Scott-Rodino Act.
Upon the successful completion of the U.S. tender offer, Elebelle (PTY) Ltd.,
L'Oreal's wholly owned South African subsidiary, will make an offer equivalent
to Rand 2.50 per share for the minority interest in Carson's South African
subsidiary, the JSE-listed Carson Holdings Limited. The completion of the offer
is subject to the approval of the South African Competition Commission.
Lindsay Owen-Jones, chairman and CEO of L'Oreal S.A. said, "Carson gives L'Oreal
an exceptional opportunity to build further on the significant progress achieved
in the ethnic beauty market, following the acquisition of Soft Sheen in 1998.
This acquisition is a further strategic step to enhance the Group's position in
ethnic categories both in the United States and on a global basis and notably in
the African region where it will offer new and exciting growth opportunities."
-MORE-
<PAGE>
L'OREAL TO ACQUIRE CARSON
2-2-2-2
"Our work in ethnic haircare with Soft Sheen has been a very positive
experience and encouraged us to continue our investment in this market," said
Guy Peyrelongue, president and CEO of Cosmair. "Cosmair believes in the ethnic
haircare market and is committed to the African-American customer. Carson will
be a fine complement to our company and its existing portfolio."
Carson, Inc. of Savannah, Georgia, is the leading global manufacturer and
marketer of hair and skin care products that are specifically formulated to
address the unique characteristics of people of color. Carson sells its products
in the U.S. and in more than 60 countries around the world under the leading
brand names of Dark & Lovely, Gentle Treatment, Magic Shave and Ultra Sheen.
Approximately 25 percent of its sales are generated in Africa. Carson Holdings
Limited, based in Johannesburg, is the largest ethnic hair and personal care
company in Africa. Carson employs 1,100 people worldwide, of which approximately
50 percent are in the U.S.
L'Oreal S.A., based in Paris, is the world's largest beauty company, with 1999
consolidated sales of Euro 10.7 billion. Operating in more than 150 countries
and employing more than 42,000 people, L'Oreal Group companies manufacture and
market such well known brands as L'Oreal, Lancome, Maybelline, Laboratories
Garnier, Redken 5th Ave NYC, Ralph Lauren Fragrances, Giorgio Armani Parfums,
Biotherm and Helena Rubinstein. In 1998, Cosmair acquired Soft Sheen Products,
Inc., expanding L'Oreal's worldwide effort to address the special hair needs of
ethnic consumers.
Cosmair, Inc., is headquartered in New York City and through its subsidiaries,
employs a total of 7,000 people in research, administration, manufacturing and
distribution facilities in New Jersey, Kentucky, Arkansas, Illinois and
Colorado, as well as in Jamaica and Puerto Rico.
# # #
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THIS ANNOUNCEMENT IS NEITHER AN OFFER TO PURCHASE NOR A SOLICITATION OF AN OFFER
TO SELL SHARES OF CARSON. AT THE TIME L'OREAL COMMENCES ITS OFFER, IT WILL FILE
A TENDER OFFER STATEMENT WITH THE U.S. SECURITIES AND EXCHANGE COMMISSION AND
CARSON WILL FILE A SOLICITATION/RECOMMENDATION STATEMENT WITH RESPECT TO THE
OFFER. THE TENDER OFFER STATEMENT (INCLUDING AN OFFER TO PURCHASE, A RELATED
LETTER OF TRANSMITTAL AND OTHER OFFER DOCUMENTS) AND THE SOLICITATION/
RECOMMENDATION STATEMENT WILL CONTAIN IMPORTANT INFORMATION WHICH SHOULD BE READ
CAREFULLY BEFORE ANY DECISION IS MADE WITH RESPECT TO THE OFFER. THE OFFER TO
PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND CERTAIN OTHER OFFER DOCUMENTS,
AS WELL AS THE SOLICITATION/ RECOMMENDATION STATEMENT, WILL BE MADE AVAILABLE TO
ALL SHAREHOLDERS OF CARSON, AT NO EXPENSE TO THEM. THE TENDER OFFER STATEMENT
(INCLUDING THE OFFER TO PURCHASE, THE RELATED LETTER OF TRANSMITTAL AND ALL
OTHER OFFER DOCUMENTS FILED WITH THE COMMISSION) AND THE SOLICITATION/
RECOMMENDATION STATEMENT WILL ALSO BE AVAILABLE FOR FREE AT THE COMMISSION'S
WEBSITE AT WWW.SEC.GOV.
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