SECURITIES AND EXCHANGE COMMISSION,
WASHINGTON, D.C. 20549
--------------------
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. 1)
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, ESQ.
GENERAL COUNSEL
COSMAIR, 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: [ ]
(Continued on following pages)
(Page 1 of 3 pages)
NY2:\888608\03\J1NK03!.DOC\39200.0029
<PAGE>
This Amendment No. 1 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 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 1 SUMMARY TERM SHEET.
The answer to the fourteenth question on the Summary Term Sheet of the
Offer to Purchase is hereby amended in its entirety to read as follows:
Q. UNTIL WHAT TIME AND HOW CAN I WITHDRAW MY PREVIOUSLY TENDERED SHARES?
A. You may withdraw a portion or all of your tendered shares by delivering
written or facsimile notice to the depositary prior to the expiration of the
offer. Further, if Crayon Acquisition has not agreed to accept your shares for
payment by May 6, 2000, which is 60 days after commencement of the offer, you
can withdraw them at any time after May 6, 2000 until Crayon Acquisition does
accept your shares for payment. Once shares are accepted for payment, they
cannot be withdrawn. See Section 4.
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<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned
hereby certify as of March 21, 2000 that the information set forth in this
statement is true, complete and correct.
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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