UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One) [X] Form 10-K and Form 10-KSB[ ] Form 20-F [ ] Form 11-K
[ ] Form 10-Q and Form 10-QSB[ ] Form N-SAR
For Period Ended: December 31, 1999
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended: ______________________________
Read Attached Instruction Sheet Before Preparing Form. Please Print or Type.
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:_____________________________
PART 1
REGISTRANT INFORMATION
Full Name of Registrant: Carson, Inc.
Former Name if Applicable: N/A
Address of Principal Executive Office (Street and Number):
64 Ross Road, Industrial Park
City, State and Zip Code: Savannah, GA 31405
<PAGE>
PART II
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense
and the registrant seeks relief pursuant to Rule 12b-25(b), the following should
be completed. (Check box if appropriate)
[x] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[x] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K, Form N-SAR, or portion thereof, will be
filed on or before the fifteenth calendar day following the prescribed
due date; or the subject quarterly report or transition report on Form
10-Q, or portion thereof will be filed on or before the fifth calendar
day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
has been attached if applicable.
PART III
NARRATIVE
State below in reasonable detail the reasons why the Form 10-K and Form 10-KSB,
11-K, 20-F, Form 10-Q and Form 10-QSB, N-SAR, or the transition report or
portion thereof could not be filed within the prescribed period.
(Attach extra sheets if needed)
The Registrant is unable to file its Annual Report on Form 10-K for the period
ended December 31, 1999 within the prescribed period because the audit for the
Registrant's significant majority-owned, publicly-traded South African
subsidiary, Carson Holdings Ltd., was not completed in a timely manner.
PART IV
OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Robert W. Pierce, Chief Financial Officer 912 651-3400
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under Section 13 or 15(d) of the
Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
of 1940 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) been filed? If the answer is
no, identify report(s). [x] Yes [ ] No
<PAGE>
(3) Is it anticipated that any significant change in results of operations from
the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion
thereof? [x] Yes [ ] No
If so, attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Carson, Inc.
(Name of Registrant as Specified in Charter)
Has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: March 31, 2000 By: /S/Robert W. Pierce
Name: Robert W. Pierce
Title: Executive Vice President, Finance
Chief Financial Officer and
Corporate Secretary
(Principal Accounting and
Financial Officer)
INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly authorized representative. The name and title of the person
signing the form shall be typed or printed beneath the signature. If the
statement is signed on behalf of the registrant by an authorized representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.
ATTENTION
Intentional misstatements or omissions of fact constitute Federal criminal
violations (See U.S.C. 1001).
GENERAL INSTRUCTIONS
1. This form is required by Rule 12b-25(17CFR 240.12b-25) of the General Rules
and Regulations under the Securities Exchange Act of 1934.
2. One signed original and four conformed copies of this form and amendments
thereto must be completed and filed with the Securities and Exchange
Commission, Washington, D.C. 20549, in accordance with Rule 0-3 of the
General Rules and Regulations under the Act. The information contained in
or filed with the form will be made a matter of public record in the
Commission files.
<PAGE>
3. A manually signed copy of the form and amendments thereto shall be filed
with each national securities exchange on which any class of securities
of the registrant is registered.
4. Amendments to the notification must also be filed on form 12b-25 but need
not restate information that has been correctly furnished. The form shall
be clearly identified as an amended notification.
5. Electronic Filers. This form shall not be used by electronic filers unable
to timely file a report solely due to electronic difficulties. Filers
unable to submit a report within the time period prescribed due to
difficulties in electronic filing should comply with either Rule 201 or
Rule 202 of Regulation S-T (Section 232.201 or Section 232.202 of this
chapter) or apply for an adjustment in filing date pursuant to Rule 13(b)
of Regulation S-T (Section 232.13(b) of this chapter).
<PAGE>
ATTACHMENT A
TO
FORM 12b-25
FOR
CARSON, INC.
PART IV - - OTHER INFORMATION
Item 3 - Change in results of Operations.
The consolidated statements of operations are expected to reflect net sales for
1999 of approximately $169 million, compared with $151 million in 1998.
Operating income in 1999 is expected to be approximately $4 million compared
with a $28 million operating loss in 1998. The net loss for 1999 is anticipated
to be approximately $14 million, compared with negligible net income in 1998.
Both years contain significant unusual and non-recurring items. In 1999, such
items include reductions in net sales for Cutex and cosmetic and other product
returns of $4 million, settlement costs to avoid potential litigation of $1
million, new package design costs associated with products to be launched in
2000, aggregating $2 million, intellectual property write-offs of $1 million in
South Africa and a $2 million foreign currency translation adjustment related to
the currency revaluation in Ghana. These charges were principally taken in the
fourth quarter of 1999. Unusual and nonrecurring charges aggregating $39 million
in 1998 have been discussed in previous filings. Also included in 1998 is a $49
million capital gain on the sale of stock of the South African subsidiary.
