<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 14D-9/A
(Rule 14d-101)
Solicitation/Recommendation Statement
Under Section 14(d)(4) of the
Securities Exchange Act of 1934
(Amendment No. 1)
BeautiControl, Inc.
(Name of Subject Company)
BeautiControl, Inc.
(Name of Person(s) Filing Statement)
Common Stock, par value $.10 per share
(Title of Class of Securities)
074655 10 1
(CUSIP Number of Class of Securities)
Richard W. Heath
Chief Executive Officer and
Chairman of the Executive Committee
BeautiControl, Inc.
2121 Midway Road
Carrollton, Texas 75006
(972) 458-0601
With a copy to:
David H. Oden
Haynes and Boone, LLP
1600 N. Collins, Suite 2000
Richardson, Texas 75080
(972) 680-7550
(Name, Address and Telephone Numbers of Person Authorized
to Receive Notices and Communications on Behalf of the Person Filing Statement)
[_] Check the box if the filing relates solely to preliminary communications
made before the commencement of a tender offer.
<PAGE>
Introduction
This Amendment No. 1 to the Solicitation/Recommendation Statement on Schedule
14D-9 amends and supplements the Solicitation/Recommendation Statement on
Schedule 14D-9 originally filed on September 20, 2000 by BeautiControl, Inc., a
Delaware corporation (the "Company") relating to a tender offer by B-C Merger
Corporation, a Delaware corporation ("Purchaser") and a wholly owned subsidiary
of Tupperware Corporation, a Delaware corporation ("Tupperware") to purchase all
outstanding shares of the Company, at a price of $7.00 per share, net to the
seller in cash without interest, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated September 20, 2000 and the related
Letter of Transmittal. Capitalized terms used but not defined herein shall have
the meanings assigned to them in the Schedule 14D-9.
Item 4. The Solicitation or Recommendation.
Item 4 is hereby amended and supplemented as follows:
The following is inserted after the seventh sentence in the fifth paragraph
under the subheading entitled "Background":
"Mr. Goings indicated Tupperware's desire that Mr. Heath and Ms. Heath acquire
shares of Tupperware's common stock following the closing of a transaction in
connection with any employment arrangement of the Heaths. Tupperware indicated
that it sought this arrangement so that after an acquisition of the Company
the Heaths, as employees of the Company, would have an economic stake in
Tupperware. These obligations of Mr. Heath and Ms. Heath were ultimately
included in their respective Stockholder Agreements."
The following is inserted at the end of sixteenth paragraph under the
subheading entitled "Background":
"The Company's Board also discussed and considered Tupperware's requirements
that its offer not become publicly known and that the Company not engage in
any auction process, as well as the contemplated Stockholder Agreements that
Tupperware sought to enter into with certain stockholders of the Company. The
Company's Board also assessed the Company's alternatives to the Offer and the
Merger, and the fact that any publicly known canvass of the market or auction
would likely cause uncertainty and attrition among members of the sales force
of the Company, and the potential negative effect such actions would have on
stockholder value."
The twentieth paragraph under the subheading entitled "Background" is amended
and restated in its entirety as follows:
"At a meeting held on September 10, 2000, the Company's Board reviewed the
history of the transaction, the status of discussions with Tupperware, and the
Company's current and anticipated financial performance. HBW delivered to the
Company's Board its opinion to the effect that, as of that date, and based
upon certain matters and assumptions stated therein, the consideration to be
received by the holders of the Shares pursuant to the Offer and under the
terms of the Merger Agreement is fair to such holders from a financial point
of view. The Company's legal counsel discussed the other terms of the Merger
Agreement and the Stockholder Agreements. In considering the fairness of the
Offer and the Merger Agreement, the Board reviewed the ability of the Company,
to the extent required by the fiduciary obligations of the Board to the
stockholders of the Company under Delaware law, to terminate the Merger
Agreement in accordance with its terms to approve a Superior Proposal (as
defined in the Merger Agreement), upon the payment of a termination fee and
Tupperware's expenses as set forth in the Merger Agreement. The Board
considered this ability to terminate the Merger Agreement to be a favorable
factor in fulfilling its fiduciary obligations. The Board also considered,
with respect to the fairness of the Offer and the Merger Agreement, the
employment and stockholder agreements between Tupperware and certain members
of management. At the conclusion of the discussion, the Company's Board
unanimously approved and adopted the Merger Agreement and the transactions
contemplated thereby, including the Offer and the Merger, and determined that
the terms of the Offer and the Merger are fair to, and in the best interests
of, the holders of the Shares, and unanimously recommended that stockholders
of the Company accept the Offer and tender their Shares."
<PAGE>
SIGNATURE
After due 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.
BEAUTICONTROL, INC.
By: /s/ Richard W. Heath
----------------------
Name: Richard W. Heath
Title: Chief Executive Officer and
Chairman of the Executive Committee
Dated: October 6, 2000
2
