<PAGE>
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
SCHEDULE 14D-9/A
(Amendment No. 1)
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 PERSON(S) FILING STATEMENT)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(TITLE OF CLASS OF SECURITIES)
-------------------
14584510
(CUSIP NUMBER OF CLASS OF SECURITIES)
-------------------
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 NUMBER OF PERSON
AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
ON BEHALF OF THE PERSON(S) 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.
________________________________________________________________________________
<PAGE>
This Amendment No. 1 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 6. SECURITIES TRANSACTIONS.
Item 6 of the Schedule 14D-9 is hereby amended in its entirety to read as
follows:
There have been no transactions in Shares which were effected during the
past sixty (60) days by the Company or, to the best of the Company's knowledge,
any executive officer, director or affiliate of the Company, except the
exercise of an option by John L. Sabre, a director of the Company, on
February 25, 2000 to purchase 92,893 shares of Class A Common Stock (the 'New
Shares') at a price of $3.75 per share pursuant to an Option Agreement dated
August 23, 1995, by and between Mr. Sabre and Indosuez CM II, Inc. Accordingly,
as of that date, Mr. Sabre was the beneficial owner of 141,229 shares of
Class A Common Stock, representing 1.4% of that class, and 23,069 shares of
Class C Common Stock, representing less than 1% of that class. The New Shares
are subject to the terms and conditions of the Stockholders Agreement.
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
The following items in Schedule I, attached to the Schedule 14D-9, are
amended and supplemented as follows:
The fifth Paragraph of the forepart of Schedule I is hereby amended in its
entirety to read as follows:
In accordance with the Merger Agreement, Purchaser will commence the Offer
on Wednesday, March 8, 2000. The Offer is scheduled to expire at 12:00 mignight,
New York City time, on April 4, 2000 unless the offer is extended or terminated
under the terms of the Merger Agreement.
With respect to the individual and groups referred to below, the information
in the table set forth under the heading 'SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT' is hereby amended and supplemented as follows:
(a) Information with respect to Indosuez CM II Inc. is hereby deleted in
its entirety.
(b)
<TABLE>
<CAPTION>
CLASS A COMMON STOCK (a) CLASS C COMMON STOCK (a)
NAME AND ADDRESS OF --------------------------------------------------------
BENEFICIAL OWNERS NUMBER % OF CLASS NUMBER % OF CLASS
----------------- ------ ---------- ------ ----------
<S> <C> <C> <C> <C>
John L. Sabre (n) ...................... 141,229 1.4% 23,069 *
All Directors and Executive Officers
as a Group (15 persons) (u).......... 2,288,411 20.7% 3,460,391 67.5%
</TABLE>
Item 9 of the Schedule 14D-9 is hereby amended and supplemented to add
the following:
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
(e)(10) -- Letter Agreement, dated as of February 25, 2000, among
DNL Partners Limited Partnership and Cosmair, Inc.
(e)(11) -- Form of Indemnity Release between certain officers and
directors of Carson, Inc. and Cosmair, Inc.
</TABLE>
2
<PAGE>
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/ ROBERT W. PIERCE
.........................
Name: Robert W. Pierce
Title: Executive Vice President
and Chief Financial Officer
Dated: March 10, 2000
3
<PAGE>
DNL PARTNERS LIMITED PARTNERSHIP
One Morningside Drive North, Suite 200
Westport, CT 06880
February 25, 2000
Cosmair, Inc.
575 Fifth Avenue
New York, NY 10017
Attn: John D. Sullivan, Esq.
General Counsel
Gentlemen:
Reference is hereby made to that certain Agreement and Plan of Merger
dated as of February 25, 2000 (the "Merger Agreement") by and among Cosmair,
Inc. ("Parent"), Crayon Acquisition Corp. ("Sub") and Carson, Inc. (the
"Company") Capitalized terms used but not otherwise defined herein shall have
the meanings set forth in the Merger Agreement.
In connection with the Settlement Agreement by and between the
Company's wholly-owned subsidiary, Carson Products Company ("CPC"), and AM
Cosmetics Corp. and AM Products Company (collectively, "AMC"), dated as of
February 25, 2000 (the "Settlement Agreement"), the undersigned hereby
authorizes Parent or Sub to withhold an amount in cash equal to $531,492 (the
"Contribution Amount") from the first to be paid of the Per Share Amount or the
Merger Price payable to the undersigned in respect of our shares of Company
Common Stock pursuant to the Merger Agreement, which amount shall be paid in the
following priority:
first, to the individuals listed on Schedule I hereto, to reimburse
such individuals on a pro rata basis to the extent, but only to the
extent, of any draw down on the letter of credit issued by GrandBank on
behalf of such individuals; and
second, any portion of the Contribution Amount not so required to be
delivered to the individuals on Schedule I shall be distributed to the
Company.
<PAGE>
Any additional amounts payable to the undersigned in excess of the Contribution
Amount in respect of our shares of Company Common Stock shall be paid to the
undersigned in accordance with the applicable provision of the Merger Agreement.
Very truly yours,
DNL PARTNERS LIMITED PARTNERSHIP
By: DNL Group, L.L.C.
General Partner
By: /s/ Vincent A. Wasik
_______________________________
Name: Vincent A. Wasik
Title: Manager
By: /s/ Lawrence E. Bathgate, II
_______________________________
Name: Lawrence E. Bathgate, II
Title: Member
AGREED TO AND ACCEPTED:
COSMAIR, INC.
By: /s/ Roger Dolden
_______________________________
Name: Roger Dolden
Title: Executive Vice President
<PAGE>
SCHEDULE I
Lawrence E. Bathgate, II
c/o Bathgate, Wegener & Wolf
One Airport Road
Lakewood, NJ 08701
Abbey J. Butler
207 Dune Road
Box 137
Westhampton Beach, NY 11978
Melvyn J. Estrin
7200 Wisconsin Avenue
Suite 600
Bethesda, MD 20814
John L. Sabre
1060 Fifth Avenue
New York, NY 10128
Vincent A. Wasik
c/o MCG Global, LLC
One Morningside Drive North
Suite 200
Westport, CT 06880
Malcolm R. Yesner
64 Ross Road
Savannah, GA 31405
<PAGE>
FORM OF RELEASE
KNOW ALL MEN BY THESE PRESENTS:
That _______________, as RELEASOR, for good and valuable consideration
from COSMAIR, INC. ("COSMAIR"), designated as RELEASEE, as that term is defined
below, receipt of which is hereby acknowledged by RELEASOR, releases and
discharges RELEASEE of and from all debts, obligations, liabilities, remedies,
rights to indemnification (pursuant to statute, certificate of incorporation,
bylaws, similar organizational documents or otherwise), reckonings, promises,
covenants, agreements, contracts, endorsements, bonds, specialties,
controversies, suits, actions, causes of action, trespasses, variances,
judgments, extents, executions, damages, claims, counterclaims or demands in law
or equity ("Claims") that RELEASOR ever had, now has or hereafter can, shall or
may have from the beginning of the world to the date of this Release against
RELEASEE arising from Claims that AM Cosmetics, Inc. and its subsidiaries,
affiliates, divisions, joint venture partners, predecessors, successors,
assignees, grantees and fiduciaries ("AM") and any of its current or former
shareholders, owners, creditors, partners, directors, officers, employees,
agents, representatives, servants, attorneys and agents ("AM - Related Parties")
ever had, now has or hereafter can, shall or may have from the beginning of the
world to the date of this Release against RELEASOR arising from RELEASOR's
conduct, position or relationship with respect to AM; provided, however, that
the foregoing Release shall apply to any such Claims of RELEASOR against
RELEASEE only to the extent actual payment has not been made with respect to any
such Claims pursuant to any and all applicable director's and officer's
insurance
<PAGE>
policies referenced in Section 7.06(c) of the Agreement and Plan of Merger,
dated as of February , 2000, by and among COSMAIR, Crayon Acquisition Corp. and
CARSON, INC. (the "Merger Agreement"), it being understood that COSMAIR will
abide by its obligations under Section 7.06(c) of the Merger Agreement to
maintain such policies and that COSMAIR shall be required to bear or make any
deductible (but not any other cost sharing payment or arrangement) in connection
with any such policies.
The RELEASEE is defined to include COSMAIR, CARSON, INC. and all of
their respective current and former partners, directors, officers, employees,
agents, representatives, servants, attorneys, parents, subsidiaries, affiliates,
divisions, joint venture partners, predecessors, successors, assignees,
grantees, and fiduciaries. Nothing contained in this Release is intended to
release Claims RELEASOR may have against AM or any of its current and former
partners, directors, officers, employees, agents, representatives, servants,
attorneys, parents, subsidiaries, affiliates, divisions, joint venture partners,
predecessors, successors, assignees, grantees, and fiduciaries (excluding
CARSON, INC. and its subsidiaries, divisions, predecessors and successor
entities (other than AM)) acting solely in their capacities for AM.
In the event that a Claim is asserted against RELEASOR by AM or any
AM-Related Party, then COSMAIR shall cause CARSON, INC. to reasonably cooperate
with RELEASOR in connection with the preparation of his defense. Such
cooperation shall include reasonable access to available documents (and
permission to make copies of same) and reasonable access to the then current
officers, directors, employees and agents of CARSON, INC. or its predecessors.
This release may not be changed orally.
2
<PAGE>
IN WITNESS HEREOF, the said RELEASOR has executed this Release as of
the date set forth below.
Dated: February , 2000
-------------------------------
[Name]
3
