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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 14D-9/A
(Amendment No. 2)
SOLICITATION/RECOMMENDATION STATEMENT UNDER
SECTION 14(d)(4) OF THE SECURITIES EXCHANGE ACT OF 1934
CARSON, INC.
(Name of Subject Company)
CARSON, INC.
(Name of Persons Filing Statement)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
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14584510
(CUSIP Number of Class of Securities)
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MALCOLM R. YESNER
PRESIDENT AND CHIEF EXECUTIVE OFFICER
CARSON, INC.
64 ROSS ROAD, SAVANNAH INDUSTRIAL PARK
SAVANNAH, GEORGIA 31405
TELEPHONE: (912) 651-3400
(Name, address and telephone numbers of person authorized
to receive notices and communications on behalf of
the persons filing statement)
COPIES TO:
LAWRENCE LEDERMAN, ESQ.
ROBERT S. REDER, ESQ.
MILBANK, TWEED, HADLEY & MCCLOY LLP
ONE CHASE MANHATTAN PLAZA
NEW YORK, NEW YORK 10005
(212) 530-5000
[] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
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This Amendment No. 2 amends and supplements the
Solicitation/Recommendation Statement on Schedule 14D-9 filed with the
Securities and Exchange Commission (the "Commission") on March 8, 2000 (as
amended and supplemented, the "Schedule 14D-9") by Carson, Inc., a Delaware
corporation (the "Company"), with respect to the offer made by Crayon
Acquisition Corp. ("Purchaser"), a Delaware corporation and a wholly-owned
subsidiary of Cosmair, Inc., a Delaware corporation ("Parent"), disclosed in a
Tender Offer Statement on Schedule TO filed with the Commission on March 8,
2000, as the same may be amended from time to time, to purchase all of the
issued and outstanding shares of Class A Common Stock, par value $.01 per share,
of the Company (the "Shares") at a price of $5.20 per Share net to the seller in
cash, upon the terms and subject to the conditions set forth in Purchaser's
Offer to Purchase, dated March 8, 2000, and the related Letter of Transmittal
(which, together with any amendments or supplements thereto, collectively
constitute the "Offer"). Capitalized terms used herein but not defined herein
have the same meanings ascribed to them in the Schedule 14D-9.
ITEM 8. ADDITIONAL INFORMATION.
Item 8 is hereby amended and supplemented by inserting the
following paragraph at the end of that item.
On March 23, 2000, the Company issued a press release stating
that the Antitrust Division of the United States Department of Justice ("DOJ")
has requested additional information and documents in connection with the DOJ's
review of Parent's pending tender offer for all of the issued and outstanding
shares of the Company under the Hart-Scott-Rodino Antitrust Improvements Act of
1976, as amended. The Company received a related request from the DOJ.
ITEM 9. EXHIBITS.
Item 9 is hereby amended and supplemented by adding the
following exhibit:
(a)(8) Text of press release issued by Carson, Inc. dated March 23, 2000.
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
CARSON, INC.
By: /s/ Malcolm R. Yesner
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Name: Malcolm R. Yesner
Title: President and Chief Executive Officer
Dated: March 23, 2000
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CARSON, INC.
64 ROSS ROAD
SAVANNAH, GA 31405
FOR IMMEDIATE RELEASE
CARSON SAYS JUSTICE DEPARTMENT REQUESTS
ADDITIONAL INFORMATION ON PENDING ACQUISITION
SAVANNAH, GA, March 23, 2000 -- Carson, Inc. (NYSE:CIC) announced today that it
understands that a second request for additional information has been delivered
by the Department of Justice to Cosmair, Inc., under the Hart-Scott-Rodino
Antitrust Improvements Act in connection with Cosmair's pending offer for all
the issued and outstanding shares of the Company. In this connection, Carson has
been served with a civil investigative demand by the DOJ for additional
documentation. The parties intend to comply with these requests as soon as
practicable.
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Contact: Robert Pierce, CFO Steven S. Anreder
Carson, Inc. Anreder Hirschhorn Silver & Co.
(912) 651-3808 (212) 532-3232
[email protected]
