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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. 5)
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 4 pages)
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<PAGE>
This Amendment No. 5 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 4 TERMS OF THE TRANSACTION
On May 22, 2000, Parent issued a press release announcing that it has extended
the period during which the Offer will remain open to 5:00 P.M., New York City
time, on Monday, June 19, 2000. The full text of the press release is set forth
in Exhibit (a)(1)(J) 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
(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.*
(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.
2
<PAGE>
SIGNATURE
After due inquiry and to the best of their knowledge and belief, the undersigned
hereby certify as of May 22, 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
3
<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.
(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.
4
EXHIBIT (A)(1)(J)
FOR IMMEDIATE RELEASE CONTACT: Ellen Beth Van Buskirk
COSMAIR, INC.
(212) 984-4528
COSMAIR EXTENDS TENDER OFFER FOR CARSON, INC.
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NEW EXPIRATION DATE IS JUNE 19, 2000
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NEW YORK (May 22, 2000) - Cosmair, Inc. announced today that it has extended the
expiration date for its cash tender offer for all outstanding Class A common
stock of Carson, Inc. (NYSE: CIC), at $5.20 net per share. The new expiration
date is Monday, June 19, 2000 at 5:00 p.m. EST.
As of the close of business on Friday, May 19, approximately 8.8 million shares
of Carson's Class A common stock had been tendered, representing approximately
54 percent of the outstanding Carson common stock on a fully diluted basis.
As previously announced, Cosmair is responding to a request for additional
information issued by the Department of Justice Antitrust Division.
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