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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
AND
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 10)
CARSON, INC.
(Name of Subject Company (Issuer))
L'OREAL USA, INC. (formerly 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, ESQ.
GENERAL COUNSEL
L'OREAL USA, INC.
575 FIFTH AVENUE, NEW YORK, NEW YORK 10017
TELEPHONE: (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
TELEPHONE: (212) 310-8000
[ ] 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: [X]
(Continued on following pages)
(Page 1 of 5 pages)
NY2:\921593\01\JR3T01!.DOC\39200.0029
<PAGE>
This Amendment No. 10 amends and supplements the Tender
Offer Statement on Schedule TO filed with the Securities and Exchange Commission
(the "Commission") on March 8, 2000 (as amended and supplemented, the "Schedule
TO") by Crayon Acquisition Corp., a Delaware corporation (the "Purchaser") and a
wholly-owned subsidiary of L'Oreal USA, Inc. (formerly known as Cosmair, Inc.),
a Delaware corporation ("Parent"), with respect to the offer by Purchaser to
purchase all of the outstanding shares of Class A common stock, par value $0.01
per share (the "Shares"), of Carson, Inc., a Delaware corporation (the
"Company"), at a price of $5.20 per Share, net to the seller in cash, without
interest thereon, upon the terms and subject to the conditions set forth in the
Offer to Purchase, dated March 8, 2000, filed as Exhibit (a)(1)(A) to this
Statement (the "Offer to Purchase"), and in the related Letter of Transmittal
(which, together with any supplements or amendments, collectively constitute the
"Offer").
ITEM 4 TERMS OF THE TRANSACTION
On August 1, 2000, Parent issued a press release announcing that it has
completed its cash tender offer for all outstanding Class A Common Stock of
Carson, Inc. at $5.20 net per share. The full text of the press release is set
forth in Exhibit (a)(1)(O) and is incorporated herein by reference.
ITEM 12 EXHIBITS
(a)(1)(A) Offer to Purchase, dated March 8, 2000.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(G) Summary Advertisement, dated March 8, 2000, appearing in the
Wall Street Journal.*
(a)(1)(H) Press release issued by Parent, dated April 5, 2000.*
(a)(1)(I) Press release issued by Parent, dated May 1, 2000.*
(a)(1)(J) Press release issued by Parent, dated May 22, 2000.*
(a)(1)(K) Press release issued by Parent, dated June 20, 2000.*
(a)(1)(L) Press release issued by Parent, dated June 29, 2000.*
(a)(1)(M) Press release issued by Parent, dated July 17, 2000.*
(a)(1)(N) Press release issued by Parent, dated July 26, 2000.*
(a)(1)(O) Press release issued by Parent, dated August 1, 2000.
(b) Not applicable.
(d)(1) Agreement and Plan of Merger, dated as of February 25, 2000,
by and among Parent, Purchaser and the Company.*
(d)(2) Stockholders Agreement, dated as of February 25, 2000, by and
among Parent, Purchaser, the Company and the holders of Shares
and shares of Class C Stock, par value $.01 per share, of the
Company ("Class C Shares") parties thereto.*
(d)(3) Confidentiality Agreement, dated July 24, 1997, as extended,
by and between Parent and the Company.*
(d)(4) Exclusivity Agreement, dated as of February 3, 2000, by and
between the Company and Parent and agreed to by DNL Partners
Limited Partnership.*
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<PAGE>
(d)(5) Employment Agreement, dated as of February 25, 2000, by and
between Parent and Malcolm R. Yesner.*
(d)(6) Reimbursement Agreement, dated as of February 25, 2000, among
the Company and certain directors of the Company.*
(d)(7) Letter Agreement, dated as of February 25, 2000, among DNL
Partners Limited Partnership and Parent.*
(d)(8) Form of Indemnity Release between certain officers and
directors of the Company and Parent.*
(g) Not applicable.
(h) Not applicable.
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* Previously Filed.
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<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned
hereby certify as of August 1, 2000 that the information set forth in this
statement is true, complete and correct.
L'OREAL USA, INC.
(formerly COSMAIR, INC.)
By: /s/ Roger Dolden
------------------------------------------
Name: Roger Dolden
Title: Executive Vice President, Chief
Administrative Officer and Secretary
CRAYON ACQUISITION CORP.
By: /s/ Roger Dolden
------------------------------------------
Name: Roger Dolden
Title: Vice President and Secretary
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<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
----------- -----------
(a)(1)(A) Offer to Purchase, dated March 8, 2000.*
(a)(1)(B) Letter of Transmittal.*
(a)(1)(C) Notice of Guaranteed Delivery.*
(a)(1)(D) Form of letter to clients for use by Brokers, Dealers,
Commercial Banks, Trust Companies and Nominees.*
(a)(1)(E) Form of letter to Brokers, Dealers, Commercial Banks, Trust
Companies and Other Nominees.*
(a)(1)(F) Guidelines for Certification of Taxpayer Identification Number
on Substitute Form W-9.*
(a)(1)(G) Summary Advertisement, dated March 8, 2000, appearing in the
Wall Street Journal.*
(a)(1)(H) Press release issued by Parent, dated April 5, 2000.*
(a)(1)(I) Press release issued by Parent, dated May 1, 2000.*
(a)(1)(J) Press release issued by Parent, dated May 22, 2000.*
(a)(1)(K) Press release issued by Parent, dated June 20, 2000.*
(a)(1)(L) Press release issued by Parent, dated June 29, 2000.*
(a)(1)(M) Press release issued by Parent, dated July 17, 2000.*
(a)(1)(N) Press release issued by Parent, dated July 26, 2000.*
(a)(1)(O) Press release issued by Parent, dated August 1, 2000.
(d)(1) Agreement and Plan of Merger, dated as of February 25, 2000,
by and among Parent, Purchaser and the Company.*
(d)(2) Stockholders Agreement, dated as of February 25, 2000, by and
among Parent, Purchaser, the Company and the holders of Shares
and Class C Shares parties thereto.*
(d)(3) Confidentiality Agreement, dated July 24, 1997, as extended,
by and between Parent and the Company.*
(d)(4) Exclusivity Agreement, dated as of February 3, 2000, by and
between the Company and Parent and agreed to by DNL Partners
Limited Partnership.*
(d)(5) Employment Agreement, dated as of February 25, 2000, by and
between Parent and Malcolm R. Yesner.*
(d)(6) Reimbursement Agreement, dated as of February 25, 2000, among
the Company and certain directors of the Company.*
(d)(7) Letter Agreement, dated as of February 25, 2000, among DNL
Partners Limited Partnership and Parent.*
(d)(8) Form of Indemnity Release between certain officers and
directors of the Company and Parent.*
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* Previously Filed.
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