SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
INFORMATION STATEMENT PURSUANT TO RULES 13D-1 AND 13D-2
UNDER THE SECURITIES EXCHANGE ACT OF 1934
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(AMENDMENT NO. ___)
CARSON, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
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(Title of Class of Securities)
145845-10-3
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(CUSIP number)
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13G
CUSIP No. 145845-10-3 Page 2 of 10
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1 NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON: M & A Investments, Inc.
Tax Id No. 75-2521295
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF
5 SOLE VOTING POWER: 0
SHARES
BENEFICIALLY
6 SHARED VOTING POWER: 0
OWNED BY
EACH
7 SOLE DISPOSITIVE POWER: 0
REPORTING
PERSON WITH
8 SHARED DISPOSITIVE POWER: 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY REPORTING PERSON: 1,323,107
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [__]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 8.81%
12 TYPE OF REPORTING PERSON: CO
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CUSIP No. 145845-10-3 Page 3 of 10
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1 NAME OF REPORTING PERSON/S.S. or I.R.S. IDENTIFICATION NO. OF
ABOVE PERSON: NII Health Care Corporation
Tax Id No. 75-2521298
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) [ ]
(b) [X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF
5 SOLE VOTING POWER: 152,000
SHARES
BENEFICIALLY
6 SHARED VOTING POWER: 0
OWNED BY
EACH
7 SOLE DISPOSITIVE POWER:: 152,000
REPORTING
PERSON WITH
8 SHARED DISPOSITIVE POWER: 0
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9 AGGREGATE AMOUNT BENEFICIALLY OWNED
BY REPORTING PERSON: 152,000
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN
SHARES [__]
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9): 1.01%
12 TYPE OF REPORTING PERSON: CO
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13G
CUSIP No. 145845-10-3 Page 4 of 10
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Item 1(a) Name of Issuer
Carson, Inc. ("Carson").
Item 1(b) Address of the Issuer's Principal Executive Office
64 Ross Road, Savannah Industrial Park
Savannah, Georgia 31405
Item 2(a) Name of Person Filing
M & A Investments, Inc. ("M&A") and NII Health Care Corporation ("NIIHCC";
collectively, the "Reporting Persons").
Item 2(b) Address of Principal Business Office or, if none, Residence
5910 North Central Expressway
Suite 1780
Dallas, Texas 75206
Item 2(c) Citizenship
The Reporting Persons are both Delaware corporations.
Item 2(d) Title of Class of Securities
Class A Common Stock, par value $.01 per share ("Class A Common Stock").
Item 2(e) CUSIP Number
145845-10-3
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CUSIP No. 145845-10-3 Page 5 of 10
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Item 3 If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b),
check whether the person filing is:
(a) [ ] Broker or Dealer registered under Section 15 of the Act;
(b) [ ] Bank as defined in Section 3(a)(6) of the Act;
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act:
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act;
(e) [ ] Investment Advisor registered under Section 203 of the
Investment Advisors At of 1940;
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to
the provisions of the Employee Retirement Income Security Act
of 1974, or Endowment Fund; see Rule 13d-1(b)(1)(ii)(F);
(g) [ ] Parent Holding Company, in accordance with Rule
13d-(b)(ii)(G) (Note, See Item 7);
(h) [ ] Group, in accordance with Rule 13d-1(b)(1(ii)(H).
Item 4 Ownership
M&A. Prior to the date on which Carson became a reporting company under
the Securities Exchange Act of 1934, M&A acquired an approximate 14% limited
partnership interest in DNL Partners, Limited Partnership (the "Partnership").
According to the Schedule 13G, as amended, filed by the Partnership, the
Partnership beneficially owns 5,798,700 shares of Common Stock of Carson
(exclusive of 818,640 shares that are deemed to be beneficially owned because of
a Voting Trust Agreement). The 5,798,700 shares of Class A Common Stock
beneficially owned by the Partnership represent shares that the Partnership has
a right to acquire, at its option, at any time, upon the conversion in
accordance with its terms of 5,798,700 shares of Class C Common Stock, par value
$.01 per share, of Carson. Pursuant to a written letter agreement, as amended,
between M&A and DNL Group, L.L.C. ("DNL"), the general partner of the
Partnership, M&A may request that DNL cause the distribution to M&A of Common
Stock in an amount representing the constructive interest in Carson then held by
M&A through its interest in the Partnership.
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13G
CUSIP No. 145845-10-3 Page 6 of 10
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The number of shares of Common Stock that may be deemed to be beneficially
owned by M&A through its interest in the Partnership is subject to adjustment as
follows. Under the Partnership's Amended and Restated Agreement of Limited
Partnership, a preferred return (the "Preferred Return") may be made to the
Partnership's partners, including M&A, in an amount equal to 20% per year on the
partner's adjusted capital contribution. In addition, DNL has agreed to assign
to M&A 11.53% of DNL's general partnership interest in the Partnership (the
"Assignment"), after payment of all Preferred Returns; provided, however, that
M&A remains only a limited partner in the Partnership. Accordingly, the number
of shares of Common Stock that may be deemed to be beneficially owned by M&A
through its interest in the Partnership may fluctuate depending on the market
price per share of Common Stock and the accrual of the Preferred Return.
Assuming a per share market value of $6.6875 as of December 31, 1997, M&A
may be deemed to beneficially own as of December 31, 1997 a total of
approximately 1,323,107 shares of Common Stock, composed of (i) 448,598.13
shares of Common Stock attributable to M&A's original investment in the
Partnership, (ii) 212,869.03 shares of Common Stock attributable to M&A's
Preferred Return on such investment, (iii) 472,418.19 shares of Common Stock
attributable to the increase in value of such investment, and (iv) 189,221.18
shares of Common Stock attributable to the Assignment. Prior to distribution of
such shares, M&A does not have the power to vote or to direct the vote of such
shares and, except as described in the first paragraph of this Item 4, does not
have the power to dispose or to direct the disposition of such shares. Upon
distribution, M&A would have sole power to vote or to direct the vote of, and to
dispose or to direct the disposition of, such shares.
NIIHCC. As of December 31, 1997, NIIHCC beneficially owns 152,000 shares
of Class A Common Stock. NIIHCC has sole power to vote or to direct the vote of,
and to dispose or to direct the disposition of, such shares.
The Reporting Persons are each wholly-owned subsidiaries of Avatex
Corporation ("Avatex"). Abbey J. Butler and Melvyn J. Estrin are Co-Chief
Executive Officers, Co-Chairman of the Board of Directors and shareholders of
Avatex, and are Co-Chief Executive Officers and Co-Chairman of the Board of
Directors of each of the Reporting Persons. Messrs. Butler and Estrin are also
members of the Board of Directors of Carson and, in such capacity, receive
options to purchase Common Stock of Carson. Avatex and the Reporting Persons
hereby disclaim beneficial ownership of shares of Common Stock beneficially
owned by Messrs. Butler and Estrin in their capacity as directors of Carson.
Based on a total of 15,020,862 shares of Class A, Class B and Class C
Common Stock outstanding, as set forth in Carson's Form 10-Q dated as of October
19, 1997, (i) M&A may be deemed to beneficially own approximately 8.81% of
outstanding Common Stock, (ii) NIIHCC may be deemed to beneficially own
approximately 1.01% of outstanding Common Stock, and (iii)
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CUSIP No. 145845-10-3 Page 7 of 10
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the Reporting Persons collectively would be deemed to beneficially own
approximately 9.82% of outstanding Common Stock.
Item 5 Ownership of Five Percent or Less of a Class
Not applicable.
Item 6 Ownership of More Than Five Percent on Behalf of Another Person
Not Applicable.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on by the Parent Company
Not Applicable.
Item 8 Identification and Classification of Members of the Group
See Exhibit 1.
Item 9 Notice of Dissolution of Group
Not Applicable.
Item 10 Certification
Not Applicable.
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13G
CUSIP No. 145845-10-3 Page 8 of 10
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SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, we
certify that the information set forth in this statement is true, complete and
correct.
Dated: January 8, 1997
M & A INVESTMENTS, INC.
/s/ Grady E. Schleier
By: -----------------------------
Grady E. Schleier
Vice President
NII HEALTH CARE CORPORATION
/s/ Robert H. Stone
By: -----------------------------
Robert H. Stone
Vice President
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13G
CUSIP No. 145845-10-3 Page 9 of 10
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EXHIBIT INDEX
Exhibit No. Description Page No.
1 Rule 13d-1(c) Members 10
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13G
CUSIP No. 145845-10-3 Page 10 of 10
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EXHIBIT 1
RULE 13d-1(c) MEMBERS
This Exhibit is filed as part of the Schedule 13G, and is referenced by
Item 8. The following persons may be deemed to be members of a group controlling
the shares of Common Stock referenced in the attached Schedule:
M & A Investments, Inc.
NII Health Care Corporation
