<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Allou Health & Beauty Care, Inc.
--------------------------------
(Name of Issuer)
Class A Common Stock, $0.001 par value per share
------------------------------------------------
(Title of Class of Securities)
019782101
--------------
(CUSIP Number)
RFE Investment Partners VI, L.P.
36 Grove Street
New Canaan, CT 06840
Telephone: (203) 966-2800
Attention: Mr. Howard C. Landis
with a copy to:
Finn Dixon & Herling LLP
One Landmark Square
Stamford, CT 06901
Telephone: (203) 325-5000
Attention: Charles J. Downey III, Esq.
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 25, 2000
-------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box / /.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
<PAGE>
Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
RFE Investment Partners VI, L.P.
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
WC
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,300,000, upon the exercise
Shares Bene- of the Warrant described
ficially Owned herein
by Each
Reporting (8) Shared Voting Power 0
Person With
(9) Sole Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
(10) Shared Dispositive Power 0
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant described herein
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8% of the Class A Common upon exercise of Warrant
Page 2 of 26
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14 Type of Reporting Person (See Instructions)
PN
Page 3 of 26
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Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
RFE Associates VI, LLC
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 1,3000,000, upon the exercise
Shares Bene- of the Warrant described
ficially Owned herein
by Each
Reporting (8) Shared Voting Power 0
Person With
(9) Sole Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
(10) Shared Dispositive Power
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8% of the Class A Common Stock upon the exercise of the Warrant
--------------------------------------------------------------------------------
Page 4 of 26
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14 Type of Reporting Person (See Instructions)
OO - LLC
Page 5 of 26
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Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
RFE Management Corporation
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
Delaware
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene-
ficially Owned (8) Shared Voting Power 1,300,000, upon the exercise
by Each of the Warrant described
Reporting herein
Person With
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8% of the Class A Common Stock upon the exercise of the Warrant
--------------------------------------------------------------------------------
Page 6 of 26
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14 Type of Reporting Person (See Instructions)
IA
Page 7 of 26
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Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
A. Dean Davis
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene-
ficially Owned (8) Shared Voting Power 1,300,000, upon the exercise
by Each of the Warrant described
Reporting herein
Person With
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8% of the Class A Common Stock upon the exercise of the Warrant
--------------------------------------------------------------------------------
Page 8 of 26
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14 Type of Reporting Person (See Instructions)
IN
Page 9 of 26
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Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Michael J. Foster
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene-
ficially Owned (8) Shared Voting Power 1,300,000, upon the exercise
by Each of the Warrant described
Reporting herein
Person With
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8% of the Class A Common Stock upon the exercise of the Warrant
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
Page 10 of 26
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IN
Page 11 of 26
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Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Howard C. Landis
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene-
ficially Owned (8) Shared Voting Power 1,300,000, upon the exercise
by Each of the Warrant described
Reporting herein
Person With
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8%of the Class A Common Stock upon exercise of the Warrant
--------------------------------------------------------------------------------
14 Type of Reporting Person (See Instructions)
Page 12 of 26
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IN
Page 13 of 26
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Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
James A. Parsons
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene-
ficially Owned (8) Shared Voting Power 1,300,000, upon the exercise
by Each of the Warrant described
Reporting herein
Person With
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8% of the Class A Common Stock upon exercise of the Warrant
--------------------------------------------------------------------------------
Page 14 of 26
<PAGE>
14 Type of Reporting Person (See Instructions)
IN
Page 15 of 26
<PAGE>
Cusip No. 019782101 SCHEDULE 13D
1 Names of Reporting Persons
S.S. or I.R.S. Identification Nos. of Above Persons
Andrew J. Wagner
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (See Instructions)
(a) / /
(b) /X/
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
4 Source of Funds (See Instructions)
AF
--------------------------------------------------------------------------------
5 Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) / /
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
United States
--------------------------------------------------------------------------------
Number of (7) Sole Voting Power 0
Shares Bene-
ficially Owned (8) Shared Voting Power 1,300,000, upon the exercise
by Each of the Warrant described
Reporting herein
Person With
(9) Sole Dispositive Power 0
(10) Shared Dispositive Power 1,300,000, upon the exercise
of the Warrant described
herein
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each
Reporting Person
1,300,000, upon the exercise of the Warrant
--------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes
Certain Shares (See Instructions) / /
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
18.8% of the Class A Common Stock upon exercise of the Warrant
--------------------------------------------------------------------------------
Page 16 of 26
<PAGE>
14 Type of Reporting Person (See Instructions)
IN
Page 17 of 26
<PAGE>
STATEMENT ON SCHEDULE 13 D
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Class A Common Stock, $.001 par value per
share (the "Class A Common Stock") of Allou Health & Beauty Care, Inc., a
Delaware corporation ("Allou"), which has its principal place of business at 50
Emjay Boulevard, Brentwood, New York 11717.
ITEM 2. IDENTITY AND BACKGROUND.
a. This Statement is filed on behalf of each of the persons (each, a
"Reporting Person", and collectively, "Reporting Persons") listed below. The
Reporting Persons are making this single, joint filing because they may be
deemed to constitute a "group" within the meaning of Section 13(d)(3) of the
Act. The Agreement among the Reporting Persons to file as a group is attached
hereto as EXHIBIT 1. Pursuant to Rule 13d-4 under the Act, each Reporting Person
disclaims the existence of a "group" and expressly declares that the filing of
this statement shall not be construed as an admission that such Reporting Person
is, for purposes of Section 13(d) or 13 (g) of the Act (or for any other
purpose), the beneficial owner of any securities covered by this statement.
- RFE Investment Partners VI, L.P., a Delaware limited partnership ("RFE
Partners");
- RFE Associates VI, LLC, a Delaware limited liability company ("RFE
Associates"), the general partner of RFE Partners;
- RFE Management Corporation, a Delaware corporation ("RFE Management"),
investment advisor to RFE Partners
- A. Dean Davis, an individual;
- Michael J. Foster, an individual;
- Howard C. Landis, an individual;
- James A. Parsons, an individual; and
- Andrew J. Wagner, an individual.
b. The business address of each of the Reporting Persons is 36 Grove
Street, New Canaan, Connecticut 06840.
c. RFE Partners is a private investment limited partnership; RFE
Associates is the general partner of RFE Partners. RFE Management serves as
investment advisor to RFE Partners. The principal occupation of the Reporting
Persons who are individuals is serving as managing members of RFE Associates and
as general partners/members of other private investment entities.
d. No Reporting Person has been convicted during the last five years in
a criminal proceeding (excluding traffic violations or similar misdemeanors).
e. During the last five years, no Reporting Person has been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and as a result of such proceeding was or is subject to a
judgment, decree or final order enjoining future violations of, or
prohibiting or mandating activities subject to, federal or state securities
laws or finding any violation with respect to such laws.
Page 18 of 26
<PAGE>
f. RFE Partners, RFE Associates and RFE Management are each organized
under the laws of the state of Delaware. Each of the Reporting Persons who is an
individual is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
RFE Partners is a private investment limited partnership funded by its
partners for the purpose of making investments. No portion of the purchase price
of these Class A Common Stock Purchase Warrants was funded by borrowings from
third parties for the specific purpose of acquiring, holding, trading or voting
these securities.
ITEM 4. PURPOSE OF TRANSACTION.
On July 25, 2000, RFE Partners, Allou, and the other subsidiaries of
Allou which are also Borrowers named therein, entered into a Subordinated Note
and Warrant Purchase Agreement ("Purchase Agreement") pursuant to which RFE
purchased a 12% Senior Subordinated Promissory Note in the face amount of Eleven
Million Four Hundred Seventy Thousand Five Hundred Eighty Eight Dollars
($11,470,588.00), issued by Allou and the other Borrowers named therein, dated
as of July 25, 2000 ("Note"), and received a Class A Common Stock Warrant issued
by Allou, dated as of July 25, 2000 ("Warrant"), which is exercisable for One
Million Three Hundred Thousand (1,300,000) shares of Class A Common Stock. The
exercise price of the Warrant is initially $4.50 per share, but is subject to
adjustment based upon earnings per share and EBITDA criteria, and is further
subject to anti-dilution adjustment, all as set forth in the Warrant. The
Purchase Agreement contemplates that RFE may purchase an additional note or
notes and an additional Warrant or Warrants exercisable for additional shares of
Class A Common Stock, which additional shares may number from Four Hundred
Thousand (400,000) to Six Hundred Eighty Three Thousand Three Hundred Thirty
Three (683,333). (This paragraph does not provide a complete description of the
Purchase Agreement, the Note or the Warrant, and is qualified in its entirety by
reference to the respective agreement or document, which is listed as an exhibit
hereto and incorporated by reference from Allou's filing on Form 8-K with the
SEC dated August 2, 2000.)
RFE Partners purchased the Note and the Warrant for investment purposes
only.
ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER.
(a) and (b) RFE Partners: Pursuant to the terms of the Purchase
Agreement and the Warrant, RFE Partners may exercise the Warrant and thereby
acquire up to 1,300,000 shares of Class A Common Stock, representing 18.8% of
the outstanding shares of the Class A Common Stock (calculated on the basis of
the 5,602,903 shares outstanding, as provided to the Reporting Persons by Allou,
plus the shares issuable upon exercise of the Warrant). RFE Partners does not
own of record any shares of Class A Common Stock or any shares of the Class B
Common Stock, $.001 par value per share, of the Company (the "Class B Common
Stock" and, together with the Class A Common Stock, the "Common Stock").
RFE Associates: By virtue of its position as the general partner of RFE
Partners, RFE Associates may be deemed to have the power to vote or direct the
voting of and to dispose or direct the disposition of, the shares of Class A
Common Stock over which RFE Partners may be deemed to
Page 19 of 26
<PAGE>
have the power to vote or direct the voting and to dispose or direct the
disposition. RFE Associates does not own of record any shares of Class A Common
Stock or Class B Common Stock.
RFE Management: By virtue of its function as investment advisor to RFE
Partners, RFE Management may be deemed to share the power to vote or direct the
voting of and to dispose or direct the disposition of, the shares of Class A
Common Stock over which RFE Partners may be deemed to have the power to vote or
direct the voting and to dispose or direct the disposition. RFE Management
disclaims any beneficial ownership of all such shares of Class A Common Stock.
RFE Management does not own of record any shares of Class A Common Stock or
Class B Common Stock.
Each of the individuals identified in ITEM 2, by virtue of his position
as a managing member of RFE Associates, and, with respect to Messrs. Landis,
Foster and Parsons, by virtue of his ownership interest in RFE Management, may
be deemed to share the power to vote or direct the voting of and to dispose or
direct the disposition of the shares of Class A Common Stock deemed to be
beneficially owned by certain of the Reporting Persons. Each such individual
disclaims beneficial ownership of all such shares of Class A Common Stock. No
such individual owns of record any shares of Common Stock.
See also ITEM 6.
(c) Except as described in this Statement, none of the entities or
persons named in ITEM 2 has effected any transaction in the Company's securities
in the past 60 days.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the
securities that are the subject of this Statement.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On July 25, 2000, RFE Partners, Allou and the other Borrowers entered
into the Purchase Agreement pursuant to which RFE purchased the Note and the
Warrant.
According to the terms of the Purchase Agreement, if Allou has
understated the number of shares of capital stock outstanding as of the date of
the Purchase Agreement, Allou is obligated to issue RFE Partners an additional
Warrant(s), exercisable for additional shares of Class A Common, where the
number of such additional shares is a function of the number of shares actually
outstanding as of the date of the Purchase Agreement. Also, pursuant to the
Purchase Agreement and the Note, Allou and the other Borrowers are obligated to
offer to repurchase the Notes and the Warrant upon certain "Mandatory Repurchase
Events," (as defined in the Purchase Agreement) including any transaction or
series of transactions pursuant to which Victor Jacobs, Herman Jacobs and Jack
Jacobs (collectively, the "Jacobs") cease to hold at least 40% of the total
voting interest of all outstanding equity of Allou, on a fully-diluted basis.
The terms and conditions of the Purchase Agreement include usual and customary
Events of Default (as described in the Purchase Agreement); the occurrence of a
Mandatory Repurchase Event is also an Event of Default.
According to the terms of the Note, Allou may, in certain
circumstances, issue shares of Class A Common Stock in lieu of up to four
interest payments due to RFE Partners pursuant to the Note.
Under the terms of the Warrant, if Allou fails to achieve certain
earnings, earnings per share or
Page 20 of 26
<PAGE>
daily trading volume thresholds, the holders of the Warrants may require Allou
to purchase the Warrants at a price of $8.00 per Warrant, as adjusted for
splits, reverse splits, stock dividends and the like.
In conjunction with the transaction contemplated by the Purchase
Agreement, RFE Partners, Allou, and the Jacobs entered into a Co-Sale, Voting
and Preemptive Rights Agreement ("Voting Agreement"). The Voting Agreement
requires that the Jacobs vote any shares of Common Stock held by them for the
approval of the issuance of an additional warrant(s) to purchase up to 1,533,333
shares of Class A Common Stock, subject to further adjustment, to RFE Partners
and another investor at any meeting or action by written consent of Allou's
stockholders. If the Jacobs fail to do so, the Voting Agreement provides that
the Jacobs shall be deemed to have automatically and irrevocably granted a proxy
to RFE Partners to vote the Jacobs' shares of Common Stock in accordance with
the Voting Agreement. In addition, the Voting Agreement grants certain rights to
holders of the Warrants, and the underlying shares of Class A Common Stock, to
participate in certain transactions with the Jacobs, should the Jacobs enter
into any transaction to sell shares of Allou's capital stock. In particular,
each of the Jacobs has agreed pursuant to the Voting Agreement that, except in
the case of a DE MINIMUS transfer of shares of Common Stock of Allou or
transfers to family members or family-related entities (which family members are
bound to comply with the Voting Agreement), he shall provide a right to the
holders of the Warrants and the shares of Class A Common Stock issuable pursuant
to the Warrants to transfer a PRO RATA portion of shares of Class A Common Stock
on the same terms and conditions.
Further, under certain circumstances, Allou has granted the holders of
the Warrants and the shares of Class A Common Stock issuable pursuant to the
Warrants certain preemptive rights in the event that Allou issues additional
shares of capital stock.
Also in conjunction with the transaction contemplated by the Purchase
Agreement, Allou and RFE Partners entered into a Registration Rights Agreement,
dated July 25, 2000 ("Registration Rights Agreement"), pursuant to which Allou
granted certain rights to the holders of the Warrants and the shares of Class A
Common Stock issuable pursuant to the Warrants to demand registration of its
shares, to have shares of Class A Common Stock included should Allou initiate a
registration of Class A Common Stock, and to sell shares of Common Stock from
time to time pursuant to registration statements on Form S-3.
This ITEM 6 does not provide a complete description of the Purchase
Agreement, the Note, the Warrant, the Voting Agreement or the Registration
Rights Agreement, and is qualified in its entirety by reference to the
respective agreement or document, which is listed as an exhibit hereto and
incorporated by reference from Allou's filing on Form 8-K with the SEC dated
August 2, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit A Agreement among the Reporting Persons regarding filing of
Schedule 13D
Exhibit B Senior Subordinated Note and Warrant Purchase Agreement
Exhibit C 12% Senior Subordinated Note
Exhibit D Class A Common Stock Purchase Warrant
Exhibit E Co-Sale, Voting and Preemptive Rights Agreement
Exhibit F Registration Rights Agreement
Page 21 of 26
<PAGE>
Exhibits B, C, D, E, and F have been filed by Allou as part of its
filing on Form 8-K dated August 2, 2000, and are incorporated herein by this
reference.
Page 22 of 26
<PAGE>
SIGNATURE
After reasonable 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.
Dated August 4, 2000
RFE Investment Partners VI, L.P.
By: RFE Associates VI, LLC,
its General Partner
By: /s/ MICHAEL J. FOSTER
--------------------------------
Title: Managing Member
RFE Associates VI, LLC
By: /s/ MICHAEL J. FOSTER
--------------------------------
Title: Managing Member
/s/ A. DEAN DAVIS
-------------------------------------
A. Dean Davis
/s/ MICHAEL J. FOSTER
-------------------------------------
Michael J. Foster
/s/ HOWARD C. LANDIS
-------------------------------------
Howard C. Landis
/s/ JAMES A. PARSONS
-------------------------------------
James A. Parsons
/s/ ANDREW J. WAGNER
-------------------------------------
Andrew J. Wagner
Page 23 of 26
<PAGE>
RFE Management Corporation
By: /s/ MICHAEL J. FOSTER
-------------------------------------
Title: Vice President and Secretary
Page 24 of 26
<PAGE>
EXHIBIT A
Each of the undersigned hereby agrees that the Schedule 13D filed on
the date hereof with respect to the shares of Class A Common Stock of Allou
Health & Beauty Care, Inc. has been filed on behalf of the undersigned.
SIGNATURE:
Dated August 4, 2000
RFE Investment Partners VI, L.P.
By: RFE Associates VI, LLC,
its General Partner
By: /s/ MICHAEL J. FOSTER
--------------------------------
Title: Managing Member
RFE Associates VI, LLC
By: /s/ MICHAEL J. FOSTER
--------------------------------
Title: Managing Member
/s/ A. DEAN DAVIS
-------------------------------------
A. Dean Davis
/s/ MICHAEL J. FOSTER
-------------------------------------
Michael J. Foster
/s/ HOWARD C. LANDIS
-------------------------------------
Howard C. Landis
/s/ JAMES A. PARSONS
-------------------------------------
James A. Parsons
/s/ ANDREW J. WAGNER
-------------------------------------
Andrew J. Wagner
Page 25 of 26
<PAGE>
RFE Management Corporation
By: /s/ MICHAEL J. FOSTER
----------------------------------
Title: Vice President and Secretary
Page 26 of 26
