BEAUTICONTROL INC, SC 14D9, 2000-09-20

BEAUTICONTROL INC
SC 14D9, 2000-09-20
PERFUMES, COSMETICS & OTHER TOILET PREPARATIONS

Previous: MIKRON INSTRUMENT CO INC, 10QSB, EX-27, 2000-09-20

Next: BEAUTICONTROL INC, SC 14D9, EX-3, 2000-09-20

<PAGE>

-------------------------------------------------------------------------------
-------------------------------------------------------------------------------

Exhibit (a)(1)(B)

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

----------------

SCHEDULE 14D-9
(Rule 14d-101)

Solicitation/Recommendation Statement
Under Section 14(d)(4) of the
Securities Exchange Act of 1934

----------------

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>

Item 1. Subject Company Information.

The name of the subject company is BeautiControl, Inc., a Delaware
corporation (the "Company"), and the address and telephone number of its
principal executive offices are 2121 Midway Road, Carrollton, Texas 75006,
(972) 458-0601. The title of the class of equity securities to which this
statement relates is the common stock, par value $.10 per share, of the
Company (the "Shares"). As of the close of business on September 11, 2000
there were 7,231,448 Shares issued and outstanding.

Item 2. Identity and Background of Filing Person.

The name, business address and business telephone number of the Company,
which is the person filing this statement, are set forth in Item 1 above.

This Schedule 14D-9 relates 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"), disclosed in a Tender
Offer Statement on Schedule TO, dated September 20, 2000 (the "Schedule TO"),
to purchase all outstanding Shares, at a price of $7.00 per Share, net to the
seller in cash, without interest (the "Offer Price"), upon the terms and
subject to the conditions set forth in the Offer to Purchase, dated
September 20, 2000 (the "Offer to Purchase"), and the related Letter of
Transmittal (which Letter of Transmittal, together with the Offer to Purchase,
as amended or supplemented from time to time constitute the "Offer"). The
Offer to Purchase and the related Letter of Transmittal are exhibits hereto
and are incorporated herein by reference.

The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of September 13, 2000 (the "Merger Agreement"), among Tupperware, Purchaser
and the Company, which, among other things, provides for: (i) the making of
the Offer by Purchaser, subject to the conditions set forth in the Offer to
Purchase and the conditions and terms of the Merger Agreement; (ii) the
subsequent merger of Purchaser with and into the Company (the "Merger"); and
(iii) the settlement of each outstanding option to purchase Shares granted
under the Company's stock option plans (each, a "Company Stock Option").
Pursuant to the Merger, at the effective time of the Merger (the "Effective
Time"), each Share outstanding at the Effective Time (other than Shares held
in the treasury of the Company or held by Purchaser or Tupperware or their
subsidiaries, or Shares held by stockholders validly exercising appraisal
rights pursuant to Section 262 of the Delaware General Corporation Law
("Delaware Law" or the "DGCL")) will, by virtue of the Merger and without any
action by the holder thereof, be converted into the right to receive, without
interest, an amount in cash equal to the Offer Price.

As set forth in the Schedule TO, the address of the principal executive
offices of Purchaser and Tupperware is 14901 S. Orange Blossom Trail, Orlando,
Florida 32837.

Item 3. Past Contacts, Transactions, Negotiations and Agreements.

Arrangements Between the Company and Its Executive Officers, Directors and
Affiliates

All material agreements, arrangements and understandings and any actual or
potential conflict of interest between the Company or its affiliates, and (1)
its executive officers, directors or affiliates or (2) Purchaser, its
executive officers, directors or affiliates, are described in the attached
Annex II and are incorporated herein by reference, or are set forth or
described below.

Annex II is being furnished to the Company's stockholders pursuant to
Section 14(f) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), and Rule 14f-1 promulgated under the Exchange Act in
connection with Purchaser's right (after consummation of the Offer) to
designate persons to be appointed to the Board of Directors of the Company
(the "Board") other than at a meeting of the stockholders of the Company.
<PAGE>

The Company has entered into certain contracts, agreements, arrangements or
understandings between the Company or its affiliates and certain of its
executive officers, directors or affiliates, as described in the Company's
Proxy Statement, dated March 6, 2000, for the 2000 Annual Meeting of
Stockholders under the headings "Security Ownership of Principal Stockholders
and Management," "Compensation of Directors," "Special Stock Option Plan,"
"Executive Compensation," "Stock Option Grants in Last Fiscal Year,"
"Aggregated Option Exercises in Last Fiscal Year and Option Values at Fiscal
Year End" and "Certain Relationships and Related Transactions." The Proxy
Statement is an exhibit hereto and is incorporated herein by reference.

Proposed Employment and Similar Arrangements

Tupperware has agreed with Richard W. Heath, the Company's current Chief
Executive Officer and Chairman of the Executive Committee, and with Jinger L.
Heath, the Company's current Chairman of the Board of Directors, that it will
cause the Company to enter into an employment agreement with each Mr. Heath
and Ms. Heath at the Effective Time of the Merger. For a further description
of the proposed employment agreements, see the description contained under the
caption "The Employment Agreements" under "Section 11. Purpose of the Offer
and the Merger; The Merger Agreement; The Stockholder Agreements; The
Employment Agreements; Statutory Requirements; Appraisal Rights; Plans for
BeautiControl" in the Offer to Purchase, which is incorporated by reference
herein. The summary of the proposed employment agreements contained in the
Offer to Purchase is qualified in its entirety by reference to such
agreements, copies of which are filed as exhibits hereto and are incorporated
herein by reference.

The Merger Agreement

The summary of the material provisions of the Merger Agreement set forth
under the caption "The Merger Agreement" under "Section 11. Purpose of the
Offer and the Merger; The Merger Agreement; The Stockholder Agreements; The
Employment Agreements; Statutory Requirements; Appraisal Rights; Plans for
BeautiControl" in the Offer to Purchase is incorporated by reference herein.
The summary of the Merger Agreement contained in the Offer to Purchase is
qualified in its entirety by reference to the Merger Agreement, a copy of
which is filed as an exhibit hereto and is incorporated herein by reference.

Company Stock Options

The Merger Agreement provides that each Company Stock Option that is
outstanding at the Effective Time will be canceled as of the Effective Time,
and each holder of a Company Stock Option will be entitled to receive from the
Company an amount equal to (i) the product of (A) the number of Shares subject
to such Company Stock Option and (B) the excess, if any, of the Offer Price
over the exercise price per share for the purchase of the Shares subject to
such Company Stock Option, minus (ii) all applicable federal, state and local
taxes required to be withheld. These amounts are to be paid within three
business days following the Effective Time. The surrender of a Company Stock
Option in exchange for this amount will be deemed a release of any and all
rights the holder of the Company Stock Option had or may have had in respect
thereof.

Alternatively, Tupperware may, at its option, offer to certain holders of
Company Stock Options who are also employees of the Company at the Effective
Time, the option to receive, in lieu of any payments pursuant to the preceding
paragraph, in exchange for each Company Stock Option held by such employee
that is outstanding as of the Effective Time, an option to purchase the number
of shares of Tupperware's common stock determined by multiplying (i) the
number of Shares subject to such stock option immediately prior to the
Effective Time by (ii) the Exchange Ratio (as defined below), at an exercise
price per share of Tupperware's common stock (rounded up to the nearest cent)
equal to the exercise price per share of Shares immediately prior to the
Effective Time divided by the Exchange Ratio. All such options will, upon
issuance, be fully vested and immediately exercisable, and, except as provided
in the Merger Agreement, will be exercisable upon the terms and conditions of
Tupperware's 2000 Incentive Plan. Tupperware has agreed, as soon as reasonably
practicable and in no event later than twenty days after the Effective Time,
to file a registration statement on Form S-8 (or any successor or other
appropriate form) with respect to shares of Tupperware's common stock subject
to such stock options or will cause the stock options to be deemed to be
issued pursuant to a stock plan of Tupperware registered pursuant to an
appropriate registration form. "Exchange Ratio" means the quotient, rounded to
the nearest thousandth, of

2
<PAGE>

the Offer Price divided by the average, rounded to the nearest cent, of the
last reported sales price per share of Tupperware's common stock on the New
York Stock Exchange for the ten trading days immediately preceding the date of
the closing of the Merger.

The Company has agreed to take all actions necessary or appropriate to cause
each Company Stock Option that is outstanding as of the Effective Time to vest
in full and become exercisable immediately prior to the Effective Time. The
Company has also agreed to take all actions necessary to provide that, as of
the Effective Time, (i) each Company stock option plan and any similar plan,
program or agreement of the Company will be terminated, (ii) any rights under
any other plan, program, agreement or arrangement relating to the issuance or
grant of any other interest in respect of the capital stock of the Company or
any of its subsidiaries will be terminated, and (iii) no holder of Company
Stock Options will have any right to receive any shares of capital stock in
the Company or, if applicable, the Surviving Corporation (as defined in the
Merger Agreement), upon the exercise of any Company Stock Option.

As of September 11, 2000, there were 1,637,600 Shares subject to issuance
under outstanding Company Stock Options.

This summary of information contained in the Merger Agreement is qualified
in its entirety by reference to the Merger Agreement, a copy of which is filed
as an exhibit hereto and is incorporated herein by reference.

Employee Benefit Plans

Tupperware has agreed in the Merger Agreement that, for a period of one year
immediately following the Effective Time, Tupperware will, or will cause the
Surviving Corporation to, maintain in effect employee benefit plans and
arrangements that provide benefits that have a value that is substantially
comparable, in the aggregate, to the benefits provided by the Company's
employee benefit plans (not taking into account the value of any benefits
under any such plans that are equity based).

Tupperware has also agreed that, for purposes of determining eligibility to
participate, vesting and accrual or entitlement to benefits where length of
service is relevant under any employee benefit plan or arrangement of the
Surviving Corporation, employees of the Company and its subsidiaries as of the
Effective Time will receive service credit for service with the Company and
its subsidiaries to the same extent such credit was granted under the
Company's employee benefit plans, subject to offsets for previously accrued
benefits and no duplication of benefits.

Confidentiality Agreements

The Company and Tupperware have entered into two Confidentiality Agreements
(the "Confidentiality Agreements"). For a further description of the
Confidentiality Agreements, see the description contained under the caption
"The Confidentiality Agreements" under "Section 11. Purpose of the Offer and
the Merger; The Merger Agreement; The Stockholder Agreements; The Employment
Agreements; Statutory Requirements; Appraisal Rights; Plans for BeautiControl"
in the Offer to Purchase, which is incorporated by reference herein. The
summary of the Confidentiality Agreements contained in the Offer to Purchase
is qualified in its entirety by reference to the Confidentiality Agreements,
copies of which are filed as exhibits hereto and are incorporated herein by
reference.

Stockholder Agreements

Tupperware and each of Mr. Heath, Ms. Heath and each of the other directors
of the Company have entered into Stockholder Agreements, dated as of September
13, 2000 (the "Stockholder Agreements"). For a further description of the
Stockholder Agreements, see the description contained under the caption "The
Stockholder Agreements" under "Section 11. Purpose of the Offer and the
Merger; The Merger Agreement; The Stockholder

3
<PAGE>

Agreements; The Employment Agreements; Statutory Requirements; Appraisal
Rights; Plans for BeautiControl" in the Offer to Purchase, which is
incorporated by reference herein. The summary of the Stockholder Agreements
contained in the Offer to Purchase is qualified in its entirety by reference
to the Stockholder Agreements, copies of which are filed as exhibits hereto
and are incorporated herein by reference.

Indemnification

The Company's Amended and Restated Certificate of Incorporation (the
"Restated Certificate of Incorporation") provides that the Company will
indemnify to the full extent authorized or permitted by law any person made,
or threatened to be made, a party to any action or proceeding (whether civil
or criminal or otherwise) by reason of the fact that he, his testator or
intestate, is or was a director or officer of the Company or by reason of the
fact that such director or officer, at the request of the Company, is or was
serving any other corporation, partnership, joint venture, trust, employee
benefit plan or other enterprise, in any capacity. This provision does not
affect any rights to indemnification to which employees other than directors
and officers may be entitled by law.

The Restated Certificate of Incorporation also provides that, to the fullest
extent permitted by Delaware Law, as it now exists or may hereafter be
amended, a director of the Company will not be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
Any repeal or modification of this provision of the Restated Certificate of
Incorporation by the stockholders of the Company will be prospective only and
will not adversely affect any limitation on the personal liability of a
director of the Company existing at the time of such repeal or modification.

The Company's Bylaws provide that the Company will indemnify any person who
was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of
the Company) by reason of the fact that such person is or was a director,
trustee, officer, employee or agent of the Company, or is or was serving at
the request of the Company as a director, trustee, officer, employee or agent
of another corporation, partnership, joint venture, trust or other enterprise
(as defined in the Bylaws), against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the Company, and
with respect to any criminal action or proceeding, had no reasonable cause to
believe such person's conduct was unlawful. The termination of any action,
suit or proceeding by judgment, order, settlement, conviction, or upon a plea
of nolo contendere or its equivalent, will not, of itself, create a
presumption that the person did not act in good faith and in a manner which
such person reasonably believed to be in or not opposed to the best interests
of the Company, and with respect to any criminal action or proceeding, had
reasonable cause to believe that such person's conduct was unlawful.

The Bylaws also provide that the Company will indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action or suit by or in right of the Company to procure a
judgment in the Company's favor by reason of the fact that such person is or
was a director, trustee, officer, employee or agent of the Company, or is or
was serving at the request of the Company as a director, trustee, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) and amounts
paid in settlement actually and reasonably incurred by such person in
connection with the defense or settlement of such action or suit if such
person acted in good faith and in a manner such person reasonably believed to
be in or not opposed to the best interests of the Company, and, with respect
to amounts paid in settlement, the settlement of the suit or action was in the
best interests of the Company; provided, however, that no indemnification will
be made in respect of any claim, issue or matter as to which such person will
have been adjudged to be liable for gross negligence or willful misconduct in
the performance of such person's duty to the Company, unless and only to the
extent that the court in which such action or suit was brought determines upon
application that, despite the adjudication of such liability, but in view of
all the circumstances of the case, such person is fairly and reasonably
entitled to indemnity for such expenses

4
<PAGE>

as such court will deem proper. The termination of any action or suit by
judgment or settlement will not, of itself, create a presumption that the
person did not act in good faith and in a manner which such person reasonably
believed to be in or not opposed to the best interest of the Company.

In addition, the Bylaws provide that to the extent that a director, trustee,
officer, employee or agent of the Company has been successful on the merits or
otherwise, in whole or in part, in defense of any action, suit or proceeding
referred to in the foregoing paragraphs, or in defense of any claim, issue or
matter therein, that person will be indemnified against expenses (including
attorneys' fees) actually and reasonably incurred by such person in connection
therewith.

The Company's Bylaws also provide that any indemnification under the
foregoing paragraphs (unless ordered by a court) will be made by the Company
only as authorized in the specific case upon a determination that
indemnification of the director, trustee, officer, employee or agent is proper
in the circumstances because such person has met the applicable standard of
conduct set forth above. Such determination will be made (a) by the Board of
Directors of the Company by a majority vote of a quorum consisting of
directors who were not parties to such action, suit or proceeding, or (b) if
such a quorum is not obtainable, by a majority vote of directors who were not
parties to such action, suit or proceeding, or (c) by independent legal
counsel (selected by one or more of the directors, whether or not a quorum and
whether or not disinterested) in a written opinion, or (d) by the
stockholders. Anyone making such a determination under this provision may
determine that a person has met the standard therein set forth as to some
claims, issues or matters but not as to others, and may reasonably prorate
amounts to be paid as indemnification.

The Bylaws further provide that expenses incurred in defending a civil or
criminal action, suit or proceeding will be paid by the Company, at any time
or from time to time in advance of the final disposition of such action, suit
or proceeding as authorized in the manner provided in the preceding paragraph
upon receipt of an undertaking by or on behalf of the director or officer to
repay such amount unless it is ultimately determined that he is entitled to be
indemnified by the Company as authorized in the Company's Bylaws. Such
expenses incurred by other employees and agents may be so paid upon such terms
and conditions, if any, as the Board of Directors deems appropriate.

The indemnification provided by these provisions of the Bylaws are not
deemed to be exclusive of any other rights to which those indemnified may be
entitled under any law, bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, both as to action in such person's
official capacity and as to action in another capacity while holding such
office, and will continue as to a person who has ceased to be a director,
trustee, officer, employee or agent and will inure to the benefit of the
heirs, executors, and administrators of such a person.

The Company has the power under the Bylaws to purchase and maintain
insurance on behalf of any person who is or was a director, trustee, officer,
employee or agent of the Company, or is or was serving at the request of the
Company as a director, trustee, officer, employee or agent of another Company,
partnership, joint venture, trust or other enterprise, against any liability
asserted against such person and incurred by such person in any such capacity
or arising out of such person's status as such, whether or not the Company
would have the power to indemnify such person against such liability.

Section 145 of the Delaware Law provides that a corporation has the power to
indemnify a director, officer, employee or agent of the corporation and
certain other persons serving at the request of the corporation in related
capacities against amounts paid and expenses incurred in connection with an
action or proceeding to which he is or is threatened to be made a party by
reason of such position, if such person shall have acted in good faith and in
a manner he reasonably believed to be in or not opposed to the best interests
of the corporation, and, in any criminal proceeding, if such person had no
reasonable cause to believe his conduct was unlawful; provided that, in the
case of actions brought by or in the right of the corporation, no
indemnification shall be made with respect to any matter as to which such
person shall have been adjudged to be liable to the corporation unless and
only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.

5
<PAGE>

In addition, the Merger Agreement contains certain provisions regarding the
indemnification and insurance of directors of the Company that are described
under the caption "The Merger Agreement--Indemnification" under "Section 11.
Purpose of the Offer and the Merger; The Merger Agreement; The Stockholder
Agreements; The Employment Agreements; Statutory Requirements; Appraisal
Rights; Plans for BeautiControl" in the Offer to Purchase, and that
description is incorporated by reference herein.

Item 4. The Solicitation or Recommendation.

Recommendation of the Board of Directors

At a meeting held on September 10, 2000, the Board unanimously determined
that the terms of the Merger Agreement and the transactions contemplated
thereby, including the Offer and the Merger, are advisable, fair to and in the
best interests of the Company's and its stockholders, and unanimously approved
the Merger Agreement and the transactions contemplated thereby, including the
Offer and the Merger. Accordingly, the Board recommends that holders of Shares
tender their Shares pursuant to the Offer.

Reasons

Background

On July 17, 2000 Alan D. Kennedy, President of Tupperware, initiated a
telephone call with Richard W. Heath, the Chief Executive Officer of the
Company, in which Mr. Kennedy stated that he and E.V. Goings, the Chairman of
the Board and Chief Executive Officer of Tupperware, proposed to meet with Mr.
Heath to discuss a possible relationship between Tupperware and the Company
that would be mutually beneficial. A meeting was scheduled in Dallas, Texas on
August 2, 2000.

On August 2, 2000, Messrs. Heath, Goings and Kennedy met for dinner in
Dallas, Texas. The parties discussed in general terms various possibilities
concerning a merger or other type of business alliance between the Company and
Tupperware. The parties concluded the meeting by expressing a mutual interest
in continuing the discussions at the headquarters of Tupperware in Orlando,
Florida at a date to be determined later.

On August 15, 2000, Mr. Heath informed Robert S. Folsom, A. Starke Taylor,
Jr., and Joseph M. Haggar, III (all of whom are members of the Company's
Board) that Mr. and Ms. Heath intended to travel to Orlando, Florida on August
17, 2000, for the purpose of meeting with Tupperware to continue the
preliminary discussions on some form of business combination.

On August 17, 2000, Mr. and Ms. Heath met at Tupperware's headquarters with
Mr. Goings. The meeting consisted primarily of a tour of Tupperware's
facility. That evening at dinner, discussions of a broad, general nature took
place.

On August 18, 2000, Mr. Heath and Mr. Goings met at Tupperware's offices and
executed confidentiality agreements between Tupperware and the Company. Paul
B. Van Sickle, Tupperware's Executive Vice President and Chief Financial
Officer, joined the meeting and general discussions took place regarding a
friendly combination of the two companies. Mr. Van Sickle stated that
Tupperware was prepared to make an offer of $6.00 per Share. According to Mr.
Van Sickle, a $6.00 per Share purchase price was based on financial models of
the Company prepared by Tupperware and its financial advisor, Lazard Freres &
Co. LLC ("Lazard"). In response to the proposal, Mr. Heath emphasized the
Company's improving operating performance in recent months and also made
suggestions and estimates of how operating expenses might be reduced in the
future. At that point, Messrs. Goings and Van Sickle left the room to
privately discuss the matter, and then Mr. Van Sickle made an oral offer to
Mr. Heath of $7.00 per Share, which he stated was Tupperware's final offer.
Mr. Goings also expressed his general desire that senior management remain
with the Company, but no specific discussion of personnel or compensation took
place. At the conclusion of the meeting, Mr. Goings emphasized that Tupperware
would be prepared to move quickly, and that Tupperware's offer would not be
subject to a financing contingency. He further emphasized that if the offer
were to become publicly known, the offer would in all

6
<PAGE>

likelihood be withdrawn. He also emphasized that if the Company engaged in any
auction process, whether public or private, the offer would be withdrawn.
Mr. Heath agreed to present the $7.00 per Share offer to the Company's Board
of Directors. Thomas M. Roehlk, Tupperware's Senior Vice President, General
Counsel and Secretary, joined the meeting and presented a timetable for moving
forward. At that meeting and at subsequent meetings, various forms of
consideration were discussed.

On August 21 and 22, 2000, Mr. Heath contacted each member of the Company's
Board to inform them of the discussions with Tupperware.

On August 23, 2000, Mr. Heath and legal counsel for the Company held a
preliminary meeting with Hoak Breedlove Wesneski & Co. ("HBW") to discuss the
status of the proposal, and to discuss the possibility that the Company might
retain HBW as its financial advisor in order to render a fairness opinion.

On August 24, 2000, Messrs. Heath and Roehlk further discussed a proposed
timetable for the transaction, and general matters relating the transaction.

On August 25, 2000, representatives of the Company met in Dallas with
representatives of Tupperware and Lazard to conduct due diligence.

On August 27, 2000, Mr. Heath and Mr. Goings had a telephone conversation in
which Mr. Goings stated that it was Tupperware's desire that current
management of the Company remain in place after any transaction with
Tupperware.

On August 28, 2000, Mr. Heath polled the members of the Board of Directors
about hiring HBW as the Company's financial advisor in connection with any
transaction with Tupperware. The Board members approved the engagement of HBW.
Mr. Roehlk called Mr. Heath and discussed the broad outline of a merger with
Tupperware. That day, Tupperware sent the Company a preliminary term sheet for
the transaction, setting forth the material terms of the transaction,
including consideration in the form of cash. That evening, members of
Tupperware's senior management met with the Company's management and toured
the Company's facilities.

On August 29, 2000, the Company, Tupperware and their respective legal
counsel negotiated certain points in the preliminary term sheet, and the term
sheet was revised. The Company signed an engagement letter with HBW, formally
engaging HBW to render a fairness opinion in connection with a merger of the
Company and Tupperware. Throughout that day, senior management of Tupperware
interviewed members of the Company's senior management.

On August 31, 2000, Mr. Heath and Mr. Roehlk discussed certain proposed
compensation arrangements for the Company's senior management in an attempt to
make sure that the Company's executives could be compensated within the
framework of Tupperware's current executive compensation parameters.
Discussions also included which members of the Company's current management
team might continue with the Company after a merger.

On September 1, 2000, the Company received from Tupperware's counsel the
first draft of the Merger Agreement and the Stockholder Agreement.

On September 5, 2000, Mr. Roehlk informed Mr. Heath that Tupperware's Board
of Directors had approved the terms of the transaction.

On September 6, 2000, Company management and legal counsel for the Company
met with Tupperware and its legal counsel to negotiate the terms of the Merger
Agreement and Stockholder Agreement. Tupperware also continued to interview
members of the Company's management. That afternoon, the Company's Board met
to review and discuss the transaction, and to discuss matters of fiduciary
duty with the Company's legal counsel. The Board authorized the Company's
management to continue with the proposed transaction on the terms

7
<PAGE>

currently being negotiated. The individual members of the Board also informed
Mr. Heath that they would tender all Company shares they owed to Tupperware if
Tupperware made the proposed tender offer at $7.00 per share.

During the period from September 6, 2000 to September 9, 2000, the parties
conducted negotiations with respect to the Merger Agreement and the
Stockholder Agreements and related business issues, including the amount of
the termination fee and the circumstances under which it would be payable, the
ability of the Company's directors to terminate the Merger Agreement under
certain circumstances, the ability of those stockholders of the Company who
were being asked by Tupperware to enter into a Stockholder Agreement to
withdraw shares tendered pursuant to the Offer if a competing offer arose, and
certain other aspects of the Offer and the Merger.

On September 7, 2000, Mr. Heath and Mr. Roehlk discussed the proposed
compensation of Mr. and Ms. Heath, and certain other matters relating to the
Merger, including how a public announcement of the Merger would be made.

On September 9, 2000, the members of the Company's Board received HBW's
financial analysis with respect to the merger consideration. The Board also
received a revised version of the Merger Agreement and Stockholder Agreements,
a summary of those agreements, and proposed resolutions relating to the Merger
to be considered at the Board meeting to be held the following day.

At a meeting held on September 10, 2000, the Company's Board reviewed the
history of the transaction, that 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. 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.

Between September 10, 2000 and September 13, 2000, officers of the Company,
upon authorization by the Board of Directors, and Tupperware finalized the
Merger Agreement and related agreements.

Following the completion of the final terms of the Merger Agreement on
September 13, 2000, Tupperware, the Purchaser and the Company executed and
delivered the Merger Agreement, and Tupperware and the Company's directors
executed and delivered the Stockholder Agreements. On September 13, 2000, the
Company and Tupperware each issued a press release announcing the execution of
the Merger Agreement and the transactions contemplated thereby.

On September 20, 2000, pursuant to the terms of the Merger Agreement,
Purchaser commenced the Offer.

Reasons for the Recommendation

In making the determinations and recommendations set forth above in this
Item 4, the Board considered a number of factors, including without limitation
the following:

(i) the historical and recent market prices for the Shares and the fact
that the Offer Price of $7.00 per Share represented a premium of
approximately 100% over the $3.50 closing sales price for the Shares as
quoted on the Nasdaq Stock Market on September 8, 2000, the last trading
day before the consideration of the Merger Agreement by the Board of
Directors, and represented a substantial premium over the average price of
the Shares over the preceding year as quoted on the Nasdaq Stock Market;

8
<PAGE>

(ii) the presentation of HBW at the September 10, 2000 meeting of the
Board and the opinion of HBW that, based upon and subject to assumptions
and other limitations set forth therein, the Offer Price to be received by
the holders of the Shares pursuant to the Offer and the Merger is fair to
such holders from a financial point of view. The opinion dated September
10, 2000 is attached as Annex I hereto and is incorporated herein by
reference. Holders of Shares are encouraged to read the opinion in its
entirety;

(iii) the fact that the Merger Agreement provides for a prompt cash
tender offer for all Shares, which enables all of the Company's
stockholders to obtain the benefits of the transaction at the earliest
possible time;

(iv) the assessment of 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;

(v) the fact that, to the extent required by the fiduciary obligations of
the Board to the stockholders under Delaware Law, the Company may terminate
the Merger Agreement in accordance with its terms to approve a Superior
Proposal (as defined in the Merger Agreement), upon the payment of the
termination fee of $1,865,000 and up to $1,000,000 of Tupperware's expenses
associated with the Offer and the Merger, which the Board considers to be
appropriate and reasonable;

(vi) the Board's knowledge of the business, operations, properties,
assets, financial condition, operating results, historical performance and
prospects of the Company; and

(vii) the current status of the Company's business and the direct sales
industry and general economic and market conditions.

The foregoing is not intended to be exhaustive, but it is intended to
include many of the material factors considered by the Board. The Board did
not assign relative weights to the factors or determine that any factor was of
particular importance. Rather, the Board viewed its position and
recommendations as being based on the totality of the information presented to
and considered by it.

Intent to Tender

To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, each executive officer,
director and affiliate of the Company currently intends to tender all Shares
over which he, she or it has sole dispositive power as of the Expiration Date.
Certain directors and senior executives of the Company have entered into a
Stockholder Agreement with Tupperware pursuant to which, among other things,
such executives have agreed to tender their Shares in accordance with the
Offer and to vote the Shares beneficially owned by them in favor of the
Merger. Reference is made to Items 2 and 3 above.

Item 5. Person/Assets Retained, Employed, Compensated or Used.

HBW was engaged by the Company pursuant to the terms of an engagement letter
(the "Engagement Letter") to undertake an analysis to enable HBW to provide an
opinion to the Board for its consideration as to the fairness to the Company's
stockholders, from a financial point of view, of the consideration to be
received by the Company's stockholders pursuant to the Merger. The Company has
agreed to pay HBW a fee of $250,000, of which $25,000 was payable on the date
of the Engagement Letter, $50,000 was payable on the date HBW delivered its
opinion, and $175,000 will be payable on the date of the consummation of the
Merger. The Company has also agreed to reimburse HBW for all of its reasonable
out-of-pocket expenses incurred in connection with its engagement. The Company
also agreed to indemnify HBW for certain liabilities in connection with the
engagement.

Mr. Clifford J. Grum, a director of Tupperware, is also a director of HBW
Holdings, Inc., the parent corporation of HBW.

9
<PAGE>

In the ordinary course of business, HBW and its affiliates may actively
trade the equity securities of the Company for their own accounts and for the
accounts customers and, accordingly, may at any time hold long or short
positions in such securities.

Except as disclosed herein, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to security holders on its behalf
concerning the Offer or the Merger.

Item 6. Interest in Securities of the Subject Company.

During the past sixty (60) days, to the best of the Company's knowledge, no
transactions in the Shares have been effected by the Company or any executive
officer, director, affiliate or subsidiary of the Company.

Item 7. Purposes of the Transaction and Plans or Proposals.

Except as set forth in this Schedule 14D-9, the Company is not engaged in
any negotiation in response to the Offer which relates to or would result in
(i) a tender offer or other acquisition of the Company's securities by the
Company, any of its subsidiaries or any other person; (ii) an extraordinary
transaction, such as a merger, reorganization or liquidation, involving the
Company or any subsidiary of the Company; (iii) a purchase, sale or transfer
of a material amount of assets of the Company or any subsidiary of the
Company; or (iv) a material change in the present dividend rate or policy, or
indebtedness or capitalization of the Company.

Except as set forth in this Schedule 14D-9, there are no transactions, Board
resolutions, agreements in principle or signed contracts in response to the
Offer that relate to or would result in one or more of the events referred to
above in this Item 7.

Item 8. Additional Information.

The Information Statement attached hereto as Annex II, and incorporated
herein by reference, is being furnished to the Company's stockholders in
connection with the possible designation by Purchaser, pursuant to the Merger
Agreement, of certain persons to be appointed to the Board other than at a
meeting of the Company's stockholders as described in Item 3.

Section 203 of the DGCL

Section 203 of the DGCL ("Section 203") prevents an "interested stockholder"
(including a person who has the right to acquire 15% or more of the
corporation's outstanding voting stock) from engaging in a "business
combination" (defined to include mergers and certain other actions) with a
Delaware corporation for a period of three years following the date such
person became an interested stockholder. For purposes of Section 203, the
Board approved the Company entering into the Merger Agreement and the
consummation of the transactions contemplated thereby and has taken all
appropriate action so that Section 203, with respect to the Company, will not
be applicable to Tupperware and Purchaser by virtue of such actions.

Other than as set forth above, the Company does not believe that the
antitakeover laws and regulations of any state will by their terms apply to
the Offer and the Merger, and neither Tupperware nor Purchaser has attempted
to comply with any state antitakeover statute or regulation. Purchaser has
reserved the right to challenge the applicability or validity of any state law
purportedly applicable to the Offer. If it is asserted that any state
antitakeover statute is applicable to the Offer and an appropriate court does
not determine that it is inapplicable or invalid as applied to the Offer,
Purchaser might be required to file certain information with, or to receive
approvals from, the relevant state authorities, and Purchaser might be unable
to accept for payment or pay for Shares tendered pursuant to the Offer or may
be delayed in consummating the Offer. In such case, Purchaser may not be
obligated to accept for payment, or pay for, any Shares tendered pursuant to
the Offer. See "Section 14. Conditions of the Offer" of the Offer to Purchase,
filed as an exhibit to the Schedule TO and mailed to stockholders concurrently
with this Schedule 14D-9.

10
<PAGE>

Section 253 of the DGCL

Section 253 of the DGCL provides that if a corporation owns at least 90% of
the outstanding shares of each class of another corporation, the corporation
holding such stock may merge that corporation into itself or itself into such
corporation without any action or vote on the part of the board of directors
or the stockholders of such other corporation (a "short-form merger"). In the
event that Tupperware, Purchaser and any other subsidiaries of Tupperware
acquire in the aggregate at least 90% of the outstanding Shares, pursuant to
the Offer or otherwise, then, at the election of Tupperware, a short-form
merger could be effected without further approval of the Board or stockholders
of the Company, subject to compliance with the provisions of Section 253 of
the DGCL. Even if Tupperware and Purchaser do not own 90% of the outstanding
Shares following consummation of the Offer, Tupperware and Purchaser could
seek to purchase additional Shares in the open market or otherwise in order to
reach the 90% threshold and employ a short-form merger. The per Share
consideration paid for any Shares so acquired may be greater or less than the
Offer Price. Tupperware and Purchaser have advised the Company that they
presently intend to effect a short-form merger if permitted to do so under the
DGCL, pursuant to which Purchaser will be merged with and into the Company.

Section 262 of the DGCL

Holders of the Shares do not have appraisal rights in connection with the
Offer. However, if the Merger is consummated, holders of the Shares at the
Effective Time will have certain rights pursuant to the provisions of Section
262 of the DGCL, including the right to dissent and demand appraisal of, and
to receive payment in cash of the fair value of, their Shares. Under Section
262 of the DGCL, dissenting stockholders of the Company who comply with the
applicable statutory procedures will be entitled to receive a judicial
determination of the fair value of their Shares (exclusive of any element of
value arising from the accomplishment or expectation of the Merger) and to
receive payment of such fair value in cash, together with a fair rate of
interest thereon, if any. Any such judicial determination of the fair value of
the Shares could be based upon factors other than, or in addition to, the
price per Share to be paid in the Merger or the market value of the Shares.
The value so determined could be more or less than the price per Share to be
paid in the Merger.

Item 9. Exhibits.

<TABLE>
<C> <S>
Exhibit 1 Offer to Purchase dated September 20, 2000 (incorporated by
reference to Exhibit (a)(1)(A) to the Schedule TO, filed by
Tupperware and Purchaser on September 20, 2000).

Exhibit 2 Letter of Transmittal (incorporated by reference to Exhibit
(a)(1)(C) to the Schedule TO, filed by Tupperware and Purchaser on
September 20, 2000).

Exhibit 3 Letter to Stockholders of the Company, dated September 20, 2000
(filed herewith).

Exhibit 4 Opinion of HBW, dated September 10, 2000 (included as Annex I to
this Schedule 14D-9).

Exhibit 5 Agreement and Plan of Merger, dated as of September 13, 2000,
among Tupperware, Purchaser and the Company (incorporated by
reference to Exhibit (d)(1) to the Schedule TO, filed by
Tupperware and Purchaser on September 20, 2000).

Exhibit 6 Confidentiality Agreement, dated August 18, 2000, between the
Company and Tupperware (incorporated by reference to Exhibit
(d)(5) to Schedule TO, filed by Tupperware and Purchaser on
September 20, 2000).

Exhibit 7 Confidentiality Agreement, dated August 18, 2000, between the
Company and Tupperware (incorporated by reference to Exhibit
(d)(6) to Schedule TO, filed by Tupperware and Purchaser on
September 20, 2000).

Exhibit 8 Form of Stockholder Agreement, dated as of September 13, 2000,
entered into between Tupperware and each of Richard W. Heath,
Jinger L. Heath, Sheila O'Connell Cooper, Charles Diker, Robert S.
Folsom, Joseph M. Haggar, III, A. Starke Taylor and Joel Williams
(incorporated by reference to Exhibit (d)(4) to the Schedule TO,
filed by Tupperware and Purchaser on September 20, 2000).
</TABLE>

11
<PAGE>

<TABLE>
<C> <S>
Exhibit 9 Form of Employment Agreement to be entered into between
Tupperware and Richard W. Heath (incorporated by reference to
Exhibit (d)(2) to the Schedule TO, filed by Tupperware and
Purchaser on September 20, 2000).

Exhibit 10 Form of Employment Agreement to be entered into between
Tupperware and Jinger L. Heath (incorporated by reference to
Exhibit (d)(3) to the Schedule TO, filed by Tupperware and
Purchaser on September 20, 2000).

Exhibit 11 Press Release issued by the Company, dated September 13, 2000
(incorporated by reference to the Schedule 14D-9 filed by the
Company on September 15, 2000 containing preliminary
communications regarding the Offer).

Exhibit 12 Proxy Statement, dated March 6, 2000, for the Company's 2000
Annual Meeting of Stockholders (incorporated by reference from
the filing made as of such date; SEC File No. 000-14449).
</TABLE>

12
<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.
Richard W. Heath
Chief Executive Officer and
Chairman of the Executive Committee

Dated: September 20, 2000

13
<PAGE>

ANNEX I

[LETTERHEAD OF HOAK BREEDLOVE WESNESKI & CO.]

CONFIDENTIAL

September 10, 2000

Board of Directors
BeautiControl, Inc.
2121 Midway
Carrollton, Texas 75006

Ladies and Gentlemen:

You have requested our opinion as to the fairness from a financial point of
view to the holders of the outstanding shares of Common Stock, par value $0.10
per share (the "Shares"), of BeautiControl, Inc. (the "Company") of the $7.00
per Share in cash to be received by such holders in the Tender Offer and the
Merger (as defined below) pursuant to the Agreement and Plan of Merger, which
is proposed to be entered into among Tupperware Corporation ("Parent"), a
wholly-owned subsidiary of Parent ("Sub"), and the Company (the "Agreement").
Subject to the terms of the Agreement, Parent will cause Sub to commence a
tender offer for all the Shares (the "Tender Offer") at a price equal to $7.00
per Share in cash for each Share accepted. The Agreement further provides that
following purchase of the Shares pursuant to the Tender Offer, Sub will be
merged with and into the Company (the "Merger" and, together with the Tender
Offer, the "Transaction") and each outstanding Share will be converted into
the right to receive $7.00 in cash.

In connection with this opinion, we have reviewed, among other things, a
preliminary term sheet dated August 29, 2000, a draft of the Agreement dated
September 8, 2000; Annual Reports on Form 10-K of the Company for the five
years ended November 30, 1999; certain Quarterly Reports on Form 10-Q of the
Company; certain other communications from the Company to its stockholders;
and certain internal financial analyses and forecasts for the Company prepared
by its management. We also have held discussions with members of the senior
management of the Company regarding their assessment of its past and current
business operations, financial condition and future prospects. In addition, we
have reviewed certain financial and stock market data of the Company; we have
compared those data with similar data for other publicly held companies in
businesses similar to the Company; and we have considered, to the extent
publicly available, the financial terms of certain other business combinations
and other transactions that have recently been effected. We also considered
other information, financial studies, analyses and investigations and
financial, economic and market criteria we deemed relevant. Our opinion is
based on economic, monetary and market conditions existing on the date hereof.

We have relied upon the accuracy and completeness of all of the financial and
other information discussed with or reviewed by us and have assumed such
accuracy and completeness for purposes of rendering this opinion. In addition,
we have not made an independent evaluation or appraisal of the assets and
liabilities of the Company
<PAGE>

Board of Directors
BeautiControl, Inc.
September 10, 2000
Page Two

or any of its subsidiaries and we have not been furnished with any such
evaluation or appraisal. We did not participate in negotiating or structuring
the Transaction or consider the relative merits of the Transaction as compared
to any alternative business strategies or transactions.

In rendering this opinion, we have not been engaged to act as an agent or
fiduciary of, and the Company has expressly waived any duties or liabilities
we may otherwise be deemed to have had to, the Company's equity holders or any
other third party. We will be receiving a fee in connection with rendering
this opinion, a significant portion of which is contingent upon the
consummation of the Transaction. In the ordinary course of business, Hoak
Breedlove Wesneski & Co. and its affiliates may actively trade the equity
securities of the Company for their own accounts and for the accounts of
customers and, accordingly, may at any time hold long or short positions in
such securities.

Our opinion expressed herein is provided for the information and assistance of
the Board of Directors of the Company in connection with its consideration of
the Transaction, and such opinion does not constitute a recommendation as to
whether or not any holder of Shares should tender such Shares in connection
with, or how any holder of Shares should vote with respect to, the
Transaction.

This letter is not to be quoted or referred to, in whole or in part, in any
registration statement, prospectus or proxy statement, or in any other
document used in connection with the offering or sale of securities, nor shall
this letter be used for any other purposes, without our prior written consent,
except that this letter may be attached in its entirety as an exhibit to the
Company's Schedule 14D-9 relating to the Tender Offer.

Based upon and subject to the foregoing, it is our opinion that as of the date
hereof the $7.00 per Share in cash to be received by the holders of Shares in
the Tender Offer and the Merger is fair from a financial point of view to such
holders.

Very truly yours,

HOAK BREEDLOVE WESNESKI & CO.

I-2
<PAGE>

ANNEX II

BEAUTICONTROL, INC.
2121 Midway Road
Carrollton, Texas 75006

----------------

INFORMATION STATEMENT PURSUANT TO SECTION 14(f)
OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED,
AND RULE 14f-1 THEREUNDER

----------------

No Vote or Other Action of the Company's Stockholders Is Required In
Connection
With This Information Statement. No Proxies Are Being Solicited, and
You Are Requested Not To Send the Company a Proxy.

This Information Statement is being mailed on or about September 20, 2000 as
a part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of BeautiControl, Inc., a Delaware corporation (the
"Company"), to the holders of record of shares of common stock, par value
$0.10 per share, of the Company (the "Common Stock" or the "Shares"). You are
receiving this Information Statement in connection with the possible election
of persons designated by B-C Merger Corporation ("Purchaser"), a wholly-owned
subsidiary of Tupperware Corporation ("Tupperware"), to a majority of the
seats on the Board of Directors of the Company (the "Board"). Capitalized
terms used herein and not otherwise defined herein have the meaning set forth
in the Schedule 14D-9.

On September 13, 2000, the Company, Tupperware and Purchaser entered into an
Agreement and Plan of Merger (the "Merger Agreement") in accordance with the
terms and subject to the conditions of which (1) Tupperware agreed to cause
Purchaser to commence the Offer for all outstanding Shares at a price of $7.00
per Share, net to the seller in cash, without interest thereon, and (2)
Purchaser will be merged with and into the Company (the "Merger"). As a result
of the Offer and the Merger, the Company would become a wholly owned
subsidiary of Tupperware. The Offer is scheduled to expire at 12:00 Midnight,
New York City time, on Tuesday, October 17, 2000, unless the Offer is extended
in accordance with the Merger Agreement and applicable law.

The Merger Agreement provides that, promptly after such time as Purchaser
purchases at least a majority of the outstanding Shares pursuant to the Offer,
Purchaser will be entitled, to the fullest extent permitted by law, to
designate at its option up to that number of directors, rounded to the nearest
whole number, of the Company's Board of Directors, as will make the percentage
of the Company's directors designated by Purchaser equal to the percentage of
the aggregate voting power of the shares of Common Stock held by Tupperware or
any of its subsidiaries. In connection with the foregoing, the Company has
agreed that it will promptly, at the option of Tupperware, to the fullest
extent permitted by law, either increase the size of the Company's Board of
Directors and/or obtain the resignation of such number of its current
directors as is necessary to enable Purchaser's designees to be elected or
appointed to the Company's Board of Directors as provided above.

This Information Statement is required by Section 14(f) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and Rule 14f-1
thereunder. You are urged to read this Information Statement carefully. You
are not, however, required to take any action at this time.

The information contained in this Information Statement (including the
information incorporated by reference) concerning Tupperware, Purchaser and
the proposed designees of Purchaser to the Company's Board of Directors (the
"Purchaser Designees") has been furnished to the Company by Tupperware, and
the Company assumes no responsibility for the accuracy or completeness of such
information.
<PAGE>

GENERAL INFORMATION REGARDING THE COMPANY

At the close of business on September 11, 2000, there were 7,231,448 shares
of Common Stock outstanding. Each share of Common Stock is entitled to one
vote. The Board currently consists of seven members.

RIGHT TO DESIGNATE DIRECTORS; THE PURCHASER DESIGNEES

In the event that Purchaser's designees are elected to the Board of
Directors of the Company, the Merger Agreement provides that, until the
Effective Time, the Board of Directors will have at least three directors who
are directors on the date of the Merger Agreement and who are not officers of
the Company (the "Independent Directors"). Furthermore, in such event, if the
number of Independent Directors is reduced below three for any reason
whatsoever, the remaining Independent Directors or Director will be required
to designate a person or persons to fill the vacancy or vacancies, each of
whom will be deemed to be an Independent Director. If no Independent Directors
then remain, the other directors will designate three persons to fill such
vacancies who are not officers or affiliates of the Company or any of its
subsidiaries, or officers or affiliates of Tupperware or any of its
subsidiaries, and these persons will be deemed to be Independent Directors.

Following the election or appointment of the Purchaser Designees and prior
to the Effective Time, any amendment or waiver of any term or condition of the
Merger Agreement or the Restated Certificate of Incorporation or the Bylaws of
the Company, any termination of the Merger Agreement by the Company, any
extension by the Company of the time for the performance of any of the
obligations or other acts of Purchaser or waiver or assertion of any of the
Company's rights under the Merger Agreement, and any other consent or action
by the Board of Directors of the Company with respect to the Merger Agreement,
will require the concurrence of a majority of the Independent Directors, and
no other action by the Company, including any action by any other director of
the Company, will be required for purposes of the Merger Agreement.

In connection with the foregoing, the Company has agreed that it will
promptly, at the option of Tupperware, to the fullest extent permitted by law,
either increase the size of the Company's Board of Directors and/or obtain the
resignation of such number of its current directors as is necessary to enable
the Purchaser Designees to be elected or appointed to the Company's Board of
Directors as provided above.

Purchaser has informed the Company that it will choose the initial Purchaser
Designees from the persons listed below. With respect to the Purchaser
Designees, the following information was furnished to the Company by
Tupperware, and sets forth the name, occupation and age of each such Purchaser
Designee. Tupperware has informed the Company that each of the Purchaser
Designees listed below has consented to act as a director, if so designated.
If necessary, Tupperware may choose additional or other Purchaser Designees,
subject to the requirements of Rule 14f-1.

Tupperware has advised the Company that, except as set forth in the Offer to
Purchase: (i) none of Tupperware, Purchaser, nor to the best knowledge of
Tupperware and Purchaser, any of the Purchaser Designees, or any associate or
majority owned subsidiary of such persons beneficially owns or has any right
to acquire, directly or indirectly, any Shares, and none of Tupperware,
Purchaser, nor to the best knowledge of Tupperware and Purchaser, any of the
other persons or entities referred to above, nor any of the respective
directors, executive officers or subsidiaries of any of the foregoing, has
effected any transaction in the Shares during the past sixty (60) days; (ii)
neither Tupperware nor Purchaser nor, to the best knowledge of Tupperware and
Purchaser, any of

II-2
<PAGE>

the Purchaser Designees, has any contract, arrangement, understanding or
relationship with any other person with respect to any securities of the
Company, including, but not limited to, any contract, arrangement,
understanding or relationship concerning the transfer or the voting of any
securities of the Company, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of loans, guarantees against loss,
guarantees of profits, divisions of profits or loss or the giving or
withholding of proxies; (iii) neither Tupperware nor Purchaser nor, to the
best knowledge of Tupperware and Purchaser, any of the Purchaser Designees,
has had any business relationships or transactions with the Company or any of
its executive officers, directors or affiliates that is required to be
reported under the rules and regulations of the Securities and Exchange
Commission (the "SEC") applicable to the Offer; and (iv) during the past five
years, neither Tupperware nor Purchaser nor, to the best knowledge of
Tupperware and Purchaser, any of the Purchaser Designees, has been convicted
in a criminal proceeding (excluding traffic violations and similar
misdemeanors), nor has any of them, during the past five years, been a party
to any judicial or administrative proceeding (except for matters that were
dismissed without sanction or settlement) that resulted in a judgment, decree
or final order enjoining the person from future violations of, or prohibiting
activities subject to, federal or state securities laws, or a finding of any
violation of federal or state securities laws.

It is expected that the Purchaser Designees may assume office at any time
following the purchase by Purchaser of a majority of the outstanding Shares
pursuant to the Offer, which purchase cannot be earlier than Tuesday,
October 17, 2000, and that, upon assuming office, the Purchaser Designees will
thereafter constitute at least a majority of the Board.

Lillian D. Garcia, 44, has been Vice President, Human Resources of
Tupperware since December l999. Prior thereto, she was Vice President Human
Resources since March 1999, after serving in various human resources positions
within the Corporation.

E.V. Goings, 54, has been Chairman and Chief Executive Officer of Tupperware
since October 1997, after serving as President and Chief Operating Officer
since 1996. Prior thereto, he served as Executive Vice President of Premark
International, Inc. and President of Tupperware Worldwide since November 1992.
Mr. Goings serves as a Director of SunTrust Bank, Florida.

David T. Halversen, 55, has been Senior Vice President, Business Development
and Communications of Tupperware since November 1996. Prior thereto, he served
as Senior Vice President, Planning, Business Development and Financial
Relations since March 1996. He previously served as Vice President, Business
Development and Planning since February 1995, after serving in various
planning and strategy positions with Avon Products, Inc.

Alan D. Kennedy, 69, has been President of Tupperware, since April 1998.
Prior thereto, he was an independent consultant, since 1996, and from 1989 to
1996 served as President and CEO of Nature's Sunshine Products, Inc.

Michael S. Poteshman, 37, has been Vice President and Controller of
Tupperware since January 1998, after serving as Assistant Controller since
March 1996. Prior thereto, he served as Director, Accounting and Reporting
Standards for Premark International, Inc. since September 1993.

Thomas M. Roehlk, 50, has been Senior Vice President, General Counsel and
Secretary of Tupperware since December 1995. Prior thereto, he served as
Assistant General Counsel and Assistant Secretary of Premark International,
Inc.

James E. Rose, Jr., 58, has been Senior Vice President, Taxes and Government
Affairs of Tupperware since March 1997, after serving as Vice President, Taxes
and Government Affairs since March 1996. Prior thereto, he served as Vice
President, Taxes and Government Affairs for Premark International, Inc.

Paul B. Van Sickle, 61, has been Executive Vice President and Chief
Financial Officer of Tupperware since September 1999. Prior thereto, he served
as Executive Vice President since March 1997, after serving as Senior Vice
President, Finance and Operations since November 1992.

II-3
<PAGE>

Unless otherwise noted, the business address of each person listed above is
14901 S. Orange Blossom Trail, Orlando, Florida 32837, and the telephone
number at such address is (407) 826-5050.

SECURITY OWNERSHIP OF PRINCIPAL STOCKHOLDERS AND MANAGEMENT

The following table sets forth, as of September 11, 2000, the number and
percentage of outstanding shares of Common Stock beneficially owned by all
persons known by the Company to own more than 5% of the Company's Common
Stock, by each director of the Company, by each named executive officer, and
by all executive officers and directors of the Company as a group.

<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Name and Address of Beneficial Owner Ownership(1) Class
------------------------------------ ------------ ----------
<S> <C> <C>
Jinger L. Heath................................... 1,303,887(2) 16.3%
2121 Midway Road
Carrollton, Texas 75006

Richard W. Heath.................................. 1,503,887(3) 18.8%
2121 Midway Road
Carrollton, Texas 75006

Charles M. Diker.................................. 323,875(4) 4.1%
One New York Plaza--31st Floor
New York, New York 10004

Robert S. Folsom.................................. 218,000(5) 2.7%
16475 Dallas Parkway
Dallas, Texas 75248

J. Robert Ward-Burns.............................. 135,000(6) 1.7%
328 Beach Road North
Wilmington, North Carolina 28411

M. Douglas Tucker................................. 74,400(7) *
416 Lake Raponda Road
Wilmington, Vermont 05363

Joseph M. Haggar, III............................. 3,500(8) *
6311 Lemmon Avenue
Dallas, Texas 75209

Jo-Anne C. Jaeger................................. 66,150(9) *
2121 Midway Road
Carrollton, Texas 75006

Sheila O'Connell Cooper........................... 133,333(10) 1.7%
2121 Midway Road
Carrollton, Texas 75006

Clifton R. Sanders................................ 0(11) *
4564 Hitching Post Lane
Plano, Texas 75024

A. Starke Taylor, Jr. ............................ 29,250(12) *
17916 Cedar Creek Canyon
Dallas, Texas 75252
</TABLE>

II-4
<PAGE>

<TABLE>
<CAPTION>
Amount and
Nature of
Beneficial Percent of
Name and Address of Beneficial Owner Ownership(1) Class
------------------------------------ ------------ ----------
<S> <C> <C>
Joel T. Williams, Jr. .......................... 54,000(13) *
2121 Midway Road
Carrollton, Texas 75006

Jim Sowell Construction Co., Inc. .............. 1,620,033(14) 20.2%
3131 McKinney Avenue, Suite 200
Dallas, Texas 75204

All executive officers and directors as a group 3,720,088(15) 46.5%
(14 persons)....................................
</TABLE>
--------
* Less than 1%.
(1) Unless otherwise noted, each of the listed individuals has sole voting
and dispositive power for the shares beneficially owned.
(2) Includes options to purchase 150,000 shares of Common Stock exercisable
within 60 days.
(3) Includes options to purchase 150,000 shares of Common Stock exercisable
within 60 days and 200,000 shares of Common Stock held in trust over
which Mr. Heath is co-trustee and has shared voting and dispositive
power. Mr. Heath's shares do not include 1,200,000 shares owned by Jim
Sowell Construction Co., Inc. Mr. Heath has been granted a proxy to vote
such shares.
(4) Includes options to purchase 18,000 shares of Common Stock exercisable
within 60 days. Includes 12,125 shares of Common Stock which are
indirectly owned for which Mr. Diker shares voting and investment power.
Does not include 11,250 shares of Common Stock owned by the wife of Mr.
Diker and 9,000 shares owned by clients of Mr. Diker, for which Mr. Diker
disclaims beneficial ownership.
(5) Includes options to purchase 18,000 shares of Common Stock exercisable
within 60 days. Does not include 15,000 shares of Common Stock owned by
the wife of Mr. Folsom, for which Mr. Folsom disclaims beneficial
ownership.
(6) Includes options to purchase 135,000 shares of Common Stock exercisable
within 60 days. Share ownership information is based on publicly
available information.
(7) All outstanding options cancelled effective January 11, 2000 and February
10, 2000 due to separation of employment pursuant to terms of option plan
agreements. Share ownership information is based on publicly available
information.
(8) Includes options to purchase 3,500 shares of Common Stock exercisable
within 60 days.
(9) Includes options to purchase 66,150 shares of Common Stock exercisable
within 60 days.
(10) Includes options to purchase 133,333 shares of Common Stock exercisable
within 60 days.
(11) All outstanding options canceled effective November 29, 1999 and December
29, 1999 due to separation of employment pursuant to terms of option plan
agreement. Share ownership information is based on publicly available
information.
(12) Includes options to purchase 18,000 shares of Common Stock exercisable
within 60 days. Does not include 55,205 shares of Common Stock owned by
the wife of Mr. Taylor, for which Mr. Taylor disclaims beneficial
ownership.
(13) Includes options to purchase 18,000 shares of Common Stock exercisable
within 60 days.
(14) A proxy to vote 1,200,000 of these shares has been granted to Richard W.
Heath. For as long as Jim Sowell Construction Co., Inc. is the owner of
at least 1,200,000 shares of Common Stock, the Company and Richard W.
Heath have agreed to use their best efforts to cause Mr. James E. Sowell,
Chief Executive Officer of Jim Sowell Construction Co., Inc., to be
elected to the Board of Directors of the Company. To date, Mr. Sowell has
not chosen to exercise this contractual right.
(15) Includes options to purchase 638,383 shares of Common Stock exercisable
within 60 days.

II-5
<PAGE>

DIRECTORS AND EXECUTIVE OFFICERS

Jinger L. Heath, 47, is a founder of the Company and has been Chairman of
the Board of Directors of the Company since its inception in January 1981. She
identifies the Company's product needs and manages the development and quality
of the Company's skin care, cosmetics and nutritional and beauty supplements.
Ms. Heath also serves on the Company's Executive Committee.

Richard W. Heath, 58, is a founder of the Company and has been Chief
Executive Officer and a director of the Company since its inception in January
1981. On September 1, 1999, Mr. Heath assumed the position of Chief Executive
Officer and Chairman of the Executive Committee. Mr. Heath has over 32 years
of experience in the direct sales industry. Mr. Heath currently serves as a
director of Haggar Clothing Co., a public company.

Sheila O'Connell Cooper, 42, has been President and Chief Operating Officer
and a director of the Company since September 1999. Ms Cooper resigned as a
director effective September 13, 2000, and resigned from all other positions
with the Company effective as of September 30, 2000. Prior to joining the
Company, she was employed by Mary Kay Inc. for over eleven years, most
recently serving as Executive Vice President and member of the Board of
Directors and Executive Committee of Mary Kay Inc.

Richard A. Heath, 34, has been Senior Vice President, Sales, since October
1999. Prior to that time and since August 1999, he was Senior Vice President,
Sales and Marketing for Eventus International, Inc., a BeautiControl
subsidiary. From February 1999 to August 1999, he was an Independent
Distributor for Eventus International, Inc. Prior to that and since September
1998, he was Vice President, Sales Development for Eventus International, Inc.
Prior to that he was Director of Sales for BeautiControl from April 1995 to
September 1998. Prior to that he was Manager of Leadership Development from
March 1994 to April 1995. Prior to that and since October 1991, he was Senior
Supervisor of Administrative Services. Prior to that he was a Sales Analyst
from October 1990 to October 1991.

Kristi L. Hubbard, 36, has been Senior Vice President and Chief Financial
Officer since May 2000. Prior to that and since January 2000, Ms. Hubbard was
Senior Vice President and Controller. Prior to that and since January 1999,
Ms. Hubbard was Vice President and Controller. Prior to that and since March
1997, Ms. Hubbard was Controller and Managing Director of Accounting. From
March 1996 to February 1997, Ms. Hubbard held the position of Director of
Accounting, and from December 1993 to February 1996, served as Manager of
Accounting. Ms. Hubbard joined the Company in October 1990 and served in
various accounting staff and management positions through November 1993. Prior
to joining the Company, Ms. Hubbard held accounting and auditing positions
with Medical Systems Support, Inc., a subsidiary of HBO & Company and with the
Texas Comptroller of Public Accounts.

Jo-Anne C. Jaeger, 57, has been Senior Vice President, Marketing, since
August 1999. Ms. Jaeger served as Senior Vice President, Merchandising and
International from December 1995 to August 1999. Ms. Jaeger was Senior Vice
President, Marketing Strategies from January 1992 to December 1995. Ms. Jaeger
joined the Company in April 1990 as Vice President, Product Marketing. Prior
to joining the Company, Ms. Jaeger was employed by Avon Products for 15 years,
most recently as Vice President Sales Planning.

James L. Montgomery, 53, has been Senior Vice President, Manufacturing
Operations, since November 1999. Previously Mr. Montgomery served as Vice
President of Purchasing after joining the Company in November 1997. Prior to
joining the Company, Mr. Montgomery served as Manager of Worldwide Sourcing at
Jafra Cosmetics International, a subsidiary of the Gillette Company, from
August 1991 through October 1997. Prior to that and since September 1987, Mr.
Montgomery was Manager of Global Purchasing.

J. Timmons Parker, 54, has been Senior Vice President, Sales Support, since
May 2000, and was previously Vice President, Sales Support, since October
1999. Mr. Parker was Vice President, Sales, from July 1996 to October 1999.
From January 1995 to July 1996, Mr. Parker was Managing Director, Leadership
Development.

II-6
<PAGE>

Mr. Parker joined the Company as Director, Sales Development in November 1992.
Prior to joining the Company, Mr. Parker was Vice President and General
Manager for Neiman Marcus where he worked for sixteen years.

Amelia G. Spolec, 42, has been Senior Vice President and Chief Information
Officer since March 1999. Prior to that time, Ms. Spolec was Senior Vice
President, Information Services since March 1998. Prior to that time and since
July 1996, Ms. Spolec was Vice President, Information Services. Prior to that
and since January 1995, Ms. Spolec was Managing Director, Information
Services. In February 1992, Ms. Spolec joined the Company as Director,
Information Services. Prior to joining the Company, Ms. Spolec was Senior
Manager with Grant Thornton LLP for seven years.

Charles M. Diker, 66, has been a director of the Company since May 1987.
Since 1986, Mr. Diker has been Chairman of the Board of Directors of Cantel
Industries Inc. Mr. Diker currently serves as a director of Chyron
Corporation, International Specialty Products, Inc. and AMF Bowling, Inc.

Robert S. Folsom, 73, has been a director of the Company since June 1985.
Mr. Folsom is Chairman of the Board of Directors of Folsom Properties, Inc., a
real estate development firm. Mr. Folsom served as Mayor of the City of Dallas
from 1976 to 1981.

Joseph M. Haggar, III, 49, has been a director of the Company since August
1996. Mr. Haggar has been Chairman of the Board of Haggar Clothing Co., a
marketer of men's and women's dress and casual clothing since 1994 and Chief
Executive Officer since 1990. Mr. Haggar also serves as a director of Chase
Bank of Texas.

A. Starke Taylor, Jr., 78, has been a director of the Company since June
1985. From 1978 until 1987, Mr. Taylor was Chairman of the Board of Directors
of Graylor Investments, a private investment firm. Mr. Taylor served as Mayor
of the City of Dallas from 1983 to 1987. Mr. Taylor currently serves as
President of Taylor Investments, a private investment firm.

Joel T. Williams, Jr., 80, has been a director of the Company since January
1986. From 1985 to 1989, Mr. Williams was an advisory director of Bright Banc
Savings Association. From 1969 to 1985, Mr. Williams was Chairman of the Board
and Chief Executive Officer of Texas Federal Savings and Loan Association.

Richard W. Heath and Jinger L. Heath are husband and wife. Richard A. Heath
is the son of Richard W. Heath. There are no other family relationships
between other directors or current executive officers of the Company.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

General

The Board of Directors has established a Compensation Committee, an Audit
Committee, and a Nominating Committee. The Company's Bylaws provide that the
Compensation Committee and the Audit Committee are required to be comprised of
directors who are not employees of the Company.

The Compensation Committee, composed of Messrs. Folsom and Taylor, met three
times during the fiscal year ended November 30, 1999, and took action by
unanimous consent five times. This committee reviews and approves salaries and
bonuses of executive officers and administers the Company's Incentive Stock
Option Plan, Non-Qualified Stock Option Plan, and Special Stock Option Plan.

The Audit Committee, composed of Messrs. Williams, Haggar and Diker, met two
times during the fiscal year ended November 30, 1999. This committee
recommends to the Board of Directors the appointment of independent auditors,
reviews the plan and scope of audits, reviews the Company's significant
accounting policies and internal controls, and has general responsibility for
related matters.

II-7
<PAGE>

The Nominating Committee, composed of Messrs. Folsom and Taylor, met one
time during fiscal 1999. This committee nominates persons for election to the
Board of Directors. The Board of Directors will consider nominees submitted by
holders of Common Stock if submitted to the Company on or before November 8,
2000. The Company's Bylaws contain a provision which requires that a
stockholder may nominate a person for election as a director only if written
notice of such stockholder's intent to make such nomination has been given to
the Secretary of the Company not later than 60 days prior to an annual
meeting. This provision also requires that the notice set forth, among other
things, a description of all arrangements or understandings between the
nominating stockholder and the nominee pursuant to which the nomination is to
be made or the nominee is to be elected, and such notice must also contain
such other information regarding the nominee as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the SEC had
the nominee been nominated by the Board of Directors of the Company. This
provision is intended to give the Company the opportunity to obtain all
relevant information regarding persons nominated for director. The Board of
Directors may disqualify any nominee who fails to provide the Company with
complete and accurate information as required by this provision.

The Board of Directors held six meetings during the fiscal year ended
November 30, 1999 and took action by unanimous consent two times. All of the
directors attended more than 75% of the meetings of the Board of Directors,
with the exception of Mr. Williams. All of the members attended at least 75%
of the meetings of the committees on which they served.

Compensation of Directors

Members of the Board of Directors who are not officers or employees of the
Company receive an annual fee of $12,000 together with $1,500 for each
directors' meeting they attend and $750 for each committee meeting they
attend. Directors are reimbursed for expenses relating to attendance at
meetings.

Special Stock Option Plan

The Company's Special Stock Option Plan provides for the granting of options
to purchase a maximum of 59,000 shares of Common Stock to non-employee
directors of the Company. Under the terms of the Special Stock Option Plan, a
non-employee director receives an automatic grant of options for 2,500 shares
of Common Stock when such person first becomes a director of the Company.
Additional options to purchase 1,000 shares of Common Stock are automatically
granted to non-employee directors annually if the Company's net income is
equal to or greater than 105% of net income for the previous year. All grants
of options under the Special Stock Option Plan are made automatically and
without any discretion on the part of the Compensation Committee with respect
to the grantee, the number of options granted and the exercise price of the
options. The Special Stock Option Plan requires that the exercise price for
each option be equal to 100% of the fair market value of the Common Stock on
the date of the grant. Each option will expire ten years from the date of
grant and no option is exercisable until one year from the date of grant.
Notwithstanding any other restriction in the Special Stock Option Plan,
options will become immediately exercisable upon a reorganization, merger or
consolidation of the Company or a change in control of the Company.

II-8
<PAGE>

EXECUTIVE COMPENSATION

The following table sets forth the total compensation paid or accrued by the
Company for services rendered during the fiscal years ended November 30, 1999,
1998 and 1997. The table includes the following: the Company's Chief Executive
Officer and the four other most highly compensated executive officers who were
serving as executive officers at the end of November 30, 1999 and whose total
cash compensation for the year exceeded $100,000 and two additional
individuals for whom disclosure would have been provided but were not serving
as an executive officer at November 30, 1999.

Summary Compensation Table

<TABLE>
<CAPTION>
Long-Term
Annual Compensation Compensation
------------------------------------------ -------------------------
Long-Term
Name and Principal Other Annual Option Incentive All Other
Position Year Salary ($) Bonus ($) Compensation ($)(1) Awards (#) Payouts ($) Compensation ($)
------------------ ---- ---------- --------- ------------------- ---------- ----------- ----------------
<S> <C> <C> <C> <C> <C> <C> <C>
Richard W. Heath(3)..... 1999 750,000 125,000 0 0 N/A 0
Chief Executive Officer 1998 575,000 0 0 200,000(4) N/A
and Chairman of the 1997 497,068 10,340 0 0 N/A
Executive Committee

Jinger L. Heath......... 1999 750,000 125,000 115,069(2) 0 N/A 0
Chairman of the Board 1998 575,000 0 0 200,000(4) N/A
1997 497,068 10,340 0 0 N/A

Sheila O'Connell 1999 112,500 200,000(5) 0 500,000(6) N/A 0
Cooper(3)..............
President and Chief
Operating Officer

Jo-Anne C. Jaeger....... 1999 225,000 0 0 30,000(6) N/A 4,000(7)
Senior Vice President 1998 165,000 0 0 0 N/A
Marketing 1997 165,000 10,000 0 0 N/A

J. Robert Ward- 1999 319,375 0 0 50,000(8) N/A 371,500(9)
Burns(3)............... 1998 347,500 0 0 150,000(10) N/A
Former Executive Vice 1997 327,500 7,033 0 0 N/A
President and President
Global Network
Marketing

M. Douglas Tucker....... 1999 260,000 0 0 0 N/A 106,917(11)
Senior Vice President 1998 212,270 0 0 55,000(12) N/A
Finance and Chief 1997 183,583 10,000 0 0 N/A
Financial Officer

Clifton R. Sanders...... 1999 235,000 0 0 0 N/A 121,500(13)
Former Senior Vice 1998 235,000 0 0 38,400(14) N/A
President Research and 1997 220,000 10,000 0 0 N/A
Development
</TABLE>
--------
(1) Exceeding the lesser of $50,000 or 10% of salary and bonus.
(2) Includes $71,600 for wardrobe for numerous video productions, stage and
television appearances.
(3) Sheila O'Connell Cooper succeeded Richard W. Heath as President and J.
Robert Ward-Burns as Executive Vice President effective September 1, 1999
and will resign from such positions effective September 30, 2000.
Richard W. Heath maintained his position as Chief Executive Officer, and
J. Robert Ward-Burns, now separated from the Company, was assigned
responsibilities as President of Global Network Marketing.
(4) Options granted in previous years, exchanged for repriced options in
October 1998.
(5) Signing bonus.
(6) Options granted August 26, 1999.
(7) Company match for 401(k) plan.
(8) Options granted August 26, 1999, canceled October 5, 1999, due to
separation of employment pursuant to terms of option plan agreement.

II-9
<PAGE>

(9) Includes payments related to an effective employment separation date of
October 5, 1999, in the amount of $365,000, Company match for 401(k) plan
in the amount of $4,000 and premium for term life insurance in the amount
of $2,500.
(10) Includes options granted in previous years, exchanged for repriced
options in October 1998. Options cancel effective October 31, 2000,
pursuant to terms of option plan agreement amendment, effective October
5, 1999.
(11) Includes amounts offered in connection with an effective employment
separation date of January 11, 2000 in the amount of $102,917, which has
not yet been accepted, and Company match for 401(k) plan in the amount of
$4,000.
(12) Includes options granted in previous years, exchanged for repriced
options in October 1998. 15,000 options canceled effective January 11,
2000, and 40,000 options canceled effective February 10, 2000 due to
separation of employment pursuant to terms of option plan agreements.
(13) Includes payments related to an effective employment separation date of
November 29, 1999, in the amount of $117,500 and Company match for 401(k)
plan in the amount of $4,000.
(14) Includes 28,400 options granted in previous years, exchanged for repriced
options in October 1998 and 10,000 options granted in October 1998.
28,400 options canceled effective November 29, 1999, and 10,000 options
canceled effective December 29, 1999, due to separation of employment
pursuant to terms of option plan agreements.

Stock Option Grants in Last Fiscal Year

<TABLE>
<CAPTION>
Potential
Realizable Value
Individual Grants at Assumed
----------------------------------------------- Annual Rates of
% of Total Stock Price
Number of Options Appreciation for
Securities Granted to a Period of Ten
Underlying Employees Years ($)(4)
Options in Fiscal Exercise Expiration -----------------
Name Granted (#) Year Price ($/Sh) Date 5% 10%
---- ----------- ---------- ------------ ---------- ------- ---------
<S> <C> <C> <C> <C> <C> <C>
Richard W. Heath........ N/A $ 0 $ 0
The following table contains information concerning the grant of stock
options during fiscal 1999 to the individuals named in the Summary
Compensation Table.

Jinger L. Heath......... N/A 0 0

Sheila O'Connell Coo- 250,000(1) 31.3% 3.625 8/26/09 569,941 1,444,327
per.................... 250,000(2) 31.3% 3.625 8/26/09 569,941 1,444,327

Jo-Anne C. Jaeger....... 30,000(1) 3.8% 3.625 8/26/09 68,393 173,319

J. Robert Ward-Burns.... 50,000(3) 6.3% 3.625 8/26/09 113,988 288,865

M. Douglas Tucker....... N/A 0 0

Clifton R. Sanders...... N/A 0 0
</TABLE>
--------
(1) Options were granted in 1999 and are exercisable at fifty percent per year
beginning one year from date of grant.
(2) Options were granted in 1999 and are exercisable at thirty three and one-
third percent per year beginning one year from date of grant.
(3) Options were granted in 1999 and canceled effective October 5, 1999, due
to a separation of employment pursuant to terms of option plan agreement.
(4) These amounts represent certain assumed rates of appreciation only. Actual
gains, if any, on stock option exercises are dependent on the future
performance of the Common Stock and overall market conditions. There can
be no assurance that the amounts reflected in this table will be achieved.

II-10
<PAGE>

Aggregated Option Exercises in Last Fiscal Year and Option Values at Fiscal
Year End

The following table provides information, with respect to the named
executive officers, concerning the exercise of options during the last fiscal
year and unexercised options held as of November 30, 1999.

<TABLE>
<CAPTION>
Number of Securities Value of Unexercised
Unexercised Options In-the-Money Options
Shares at Fiscal Year-End at Fiscal Year-End ($)(1)
Acquired on Value ------------------------- -------------------------
Name Exercise (#) Realized ($) Exercisable Unexercisable Exercisable Unexercisable
---- ------------ ------------ ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
Richard W. Heath........ N/A N/A 200,000 0 $ 0 $ 0
Jinger L. Heath......... N/A N/A 200,000 0 0 0
Sheila O'Connell
Cooper................. N/A N/A 0 500,000 0 0
Jo-Anne C. Jaeger....... N/A N/A 60,150 30,000 0 0
J. Robert Ward-
Burns(2)............... N/A N/A 135,000 15,000 0 0
M. Douglas Tucker(3).... N/A N/A 32,000 23,000 0 0
Clifton R. Sanders(4)... N/A N/A 2,000 8,000 0 0
</TABLE>
--------
(1) Based on the closing price of $3.313 for the Common Stock on November 30,
1999, the Company's fiscal year end.
(2) Due to separation of employment and amendment of option plan agreement,
options canceled effective October 31, 2000.
(3) Due to separation of employment and pursuant to option plan agreements,
15,000 options canceled effective January 11, 2000, and 40,000 options
canceled effective February 10, 2000.
(4) Due to separation of employment and pursuant to option plan agreement,
options canceled effective December 29, 1999.

Employment Contracts

The Company entered into an employment agreement with Sheila O'Connell
Cooper, dated August 7, 1999. Among other things, the employment agreement
provided (i) a base salary of $450,000 per year, (ii) a bonus of at least 50%
of base salary to a maximum of 100% of base salary, based on the Company's
growth and profitability, (iii) an exit bonus equal to eighteen months' salary
in certain circumstances, (iv) a grant of stock options to acquire 500,000
shares of common stock, half of which vest over three years and half of which
vest over five years, (v) upon a change of control, a payment of 100% of the
annual bonus described in (ii) above and acceleration of the stock options
described in (iv) above, and (vi) certain other fringe benefits.

Effective September 13, 2000, pursuant to the terms of a Resignation and
Separation Agreement (the "Severance Agreement"), between the Company and Ms.
Cooper, Ms. Cooper resigned her employment with the Company and all
subsidiaries and affiliates, effective September 30, 2000. Ms. Cooper also
resigned as director effective September 13, 2000. The Severance Agreement
provides, among other things, that the Company will provide Ms. Cooper with
certain insurance and other benefits for a specified period of time. The
Severance Agreement also provides that the Company will make the severance
payments required under Ms. Cooper's employment agreement, along with payments
for accrued salary, accrued bonuses, and earned and unused vacation. Pursuant
to the Severance Agreement, the vested and unvested portions of the stock
options held by Ms. Cooper will not be terminated until the earlier of (a)
September 29, 2001 or (b) the effective date of the Merger (such date, the
"Option Termination Date"). Until the Option Termination Date, Ms. Cooper may
exercise any stock option to the extent it is vested as of September 30, 2000.
Except as provided below, there will be no additional vesting of any of Ms.
Cooper's stock options. Upon the effective date of (1) the closing of the
Merger or (2) the sale or exchange of all or substantially all of the assets
of the Company, other than in the ordinary course of business, if such event
occurs prior to September 29, 2001, Ms. Cooper's stock options will be
accelerated and become fully vested, and Ms. Cooper will be entitled to a
payment equal to the spread of such options (less applicable taxes).

II-11
<PAGE>

Compensation Committee Interlocks and Insider Participation in Compensation
Decisions

During fiscal 1999 the Compensation Committee consisted of Messrs. Folsom
and Taylor. None of the members of the Compensation Committee has ever been an
officer or employee of the Company. Mr. Heath is on the Compensation Committee
of Haggar Clothing Co., and Mr. Haggar is a director of the Company.

Report of the Compensation Committee on Annual Compensation

The Compensation Committee of the Board of Directors (the "Committee") is
responsible for overseeing all stock option plans, setting the compensation
for the Chief Executive Officer ("CEO"), the Chairman of the Board
("Chairman"), the President/Chief Operating Officer ("President/COO") and
providing guidelines to the CEO for determining the annual compensation of
other officers.

Executive Officer Compensation Other than CEO, Chairman and President/COO

The Committee believes that total compensation for the Company's officers
must be in amounts sufficient to attract, retain and motivate key employees,
while at the same time maintaining reasonable linkage between executive
compensation and Company performance.

The Committee sets guidelines for officer pay based upon industry levels. As
in prior years, 1999 base salaries were set at mid-range pay levels when
compared to similar companies in the industry, with potential additional
compensation to be made through cash bonuses. Cash bonuses for all officers
other than the President/COO, CEO and Chairman were based on a combination of
individual performance and Company performance. Forty percent of the bonus
amount was tied to individual performance against stated objectives and the
remaining sixty percent was dependent upon the Company reaching stated sales
objectives. Neither portion of the bonus was to be paid unless the Company
reached a stated pre-tax earnings objective. For 1999, no bonus amounts were
paid.

Stock options are granted to executive officers by the Committee at the time
the officers are hired and thereafter based on individual contributions. Stock
options are granted at the fair market value of the Common Stock on the date
of grant, with an exercise period of up to nine years.

CEO, Chairman and President/COO Compensation

The compensation for both the CEO and the Chairman is determined by the
Committee based upon a combination of base pay and cash bonus, with the total
cash compensation being strongly affected by Company performance. The base pay
for both the CEO and Chairman for fiscal 1999 was $750,000 as noted in the
Summary Compensation Table. Annual cash bonus payments for the CEO and the
Chairman are each set at 3% of the Company's pre-tax profits for the fiscal
year. As a result, bonus payments to the CEO and the Chairman fluctuate based
upon the Company's pre-tax profits. The Committee may grant additional
discretionary cash bonuses to the CEO and the Chairman based on the
Committee's evaluation of individual performance. Discretionary bonuses of
$125,000 each were granted to the CEO and the Chairman for fiscal 1999 of
which one half was deferred for payment into 2000.

The compensation for the President/COO is determined by the committee based
upon a combination of base pay and a signing bonus for fiscal 1999. The annual
base pay for fiscal 1999 was $450,000 and was prorated to the effective hiring
date as noted in the Summary Compensation Table. In 1999, a signing bonus of
$200,000 was paid.

The Committee grants stock options to the CEO, Chairman and President/COO
based upon a subjective evaluation of many factors including performance,
leadership, motivational effect, and extraordinary contributions to the
Company.

This report is submitted by the members of the Compensation Committee:

Robert S. Folsom

A. Starke Taylor, Jr.

II-12
<PAGE>

Performance Graph

The following graph compares the yearly percentage change in the cumulative
total stockholder return for the Company's Common Stock from December 1, 1994,
through November 30, 1999 with the cumulative total return for the Nasdaq
Market Index and the Peer Group(/1/). The comparison assumes $100 was invested
in the Company's Common Stock on December 1, 1994, and in each of the foregoing
indices and assumes reinvestment of dividends.

COMPARE 5-YEAR CUMULATIVE TOTAL RETURN AMONG
BEAUTICONTROL, INC., NASDAQ MARKET INDEX AND PEER GROUP INDEX

GRAPH OF CUMULATIVE TOTAL RETURN
Measurement Period PEER GROUP NASDAQ
(Fiscal Year Covered) BeautiControl INDEX MARKET INDEX
------------------- ------------- --------- ------------
Measurement Pt-
1994 $100.00 $100.00 $100.00
1995 $ 65.00 $122.47 $126.79
1996 $101.34 $191.49 $157.31
1997 $ 61.35 $202.79 $195.40
1998 $ 49.08 $284.05 $241.54
1999 $ 28.22 $260.69 $395.59

--------
(1) The Peer Group includes Avon Products, Inc., Nature's Sunshine Products
Inc., and Herbalife International, Inc.

II-13
<PAGE>

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

On October 13, 1998, M. Douglas Tucker, the Company's Senior Vice
President--Finance, Secretary and Chief Financial Officer, borrowed $50,000
from the Company. Thereafter, Mr. Tucker borrowed additional amounts from the
Company from time to time, with the last borrowing occurring October 26, 1999.
The largest aggregate principal amount outstanding on these loans during
fiscal 1999 was $84,500. Promissory notes with interest at the then effective
prime rates evidence the indebtedness. As of September 11, 2000, the aggregate
principal amount outstanding on these loans was $59,500. Mr. Tucker's
positions as Senior Vice President--Finance, Secretary and Chief Financial
Officer were terminated effective January 11, 2000.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

Section 16(a) of the Securities Exchange Act of 1934 requires the Company's
directors and executive officers, and persons who own more than 10% of the
Company's Common Stock, to file with the SEC initial reports of ownership and
reports of changes in ownership of Common Stock and other equity securities of
the Company. Such persons are required by SEC regulations to furnish the
Company with copies of all Section 16(a) reports they file. To the Company's
knowledge, based on its review of the copies of such reports and written
representations that no other reports were required, during the fiscal year
ended November 30, 1999, all Section 16(a) filing requirements applicable to
its officers, directors and greater than 10% beneficial owners were complied
with. The Company is not aware of any failure to file a required report.

II-14