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                       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

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

                                  CARSON, INC.
                           (NAME OF SUBJECT COMPANY)

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

                                  CARSON, INC.
                      (NAME OF PERSON(S) FILING STATEMENT)

                 CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

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

                                    14584510
                     (CUSIP NUMBER OF CLASS OF SECURITIES)

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

                               MALCOLM R. YESNER
                      PRESIDENT AND CHIEF EXECUTIVE OFFICER
                                  CARSON, INC.
                     64 ROSS ROAD, SAVANNAH INDUSTRIAL PARK
                            SAVANNAH, GEORGIA 31405
                           TELEPHONE: (912) 651-3400
                 (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
                AUTHORIZED TO RECEIVE NOTICES AND COMMUNICATIONS
                  ON BEHALF OF THE PERSON(S) FILING STATEMENT)

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

                                   COPIES TO:
                            LAWRENCE LEDERMAN, ESQ.
                             ROBERT S. REDER, ESQ.
                       MILBANK, TWEED, HADLEY & MCCLOY LLP
                            ONE CHASE MANHATTAN PLAZA
                            NEW YORK, NEW YORK 10005
                                 (212) 530-5000

[    ] Check the box if the filing relates solely to preliminary  communications
     made before the commencement of a tender offer.

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ITEM 1. SUBJECT COMPANY INFORMATION.

    (a) Name and  Address.  The name of the subject  company is Carson,  Inc., a
Delaware  corporation  (the 'Company').  The address of its principal  executive
offices is 64 Ross Road, Savannah Industrial Park,  Savannah,  Georgia 31405 and
the telephone number is (912) 651-3400.

    (b)  Securities.  The title of the class of equity  securities to which this
statement  relates is Class A Common  Stock,  par value  $.01 per share,  of the
Company (the 'Class A Common Stock' or the  'Shares').  As of February 25, 2000,
10,083,485  shares of Class A Common  Stock  were  issued  and  outstanding.  In
addition,  as of that date,  5,126,163 shares of Class C Common Stock, par value
$.01 per share,  of the Company (the 'Class C Common  Stock' and,  together with
the  Class  A  Common  Stock,  the  'Company  Common  Stock')  were  issued  and
outstanding. Each share of Class C Common Stock is convertible into one share of
Class A Common Stock.

ITEM 2. IDENTITY AND BACKGROUND OF THE FILING PERSON.

    (a) Name and Address.  The name,  business address and business telephone of
the Company,  which is the person filing this  statement,  are set forth in Item
1(a) above, which information is incorporated herein by reference.

    (b) Tender  Offer.  This  statement  relates  to the tender  offer by Crayon
Acquisition  Corp.  ('Purchaser'),  a Delaware  corporation  and a  wholly-owned
subsidiary of Cosmair, Inc., a Delaware corporation  ('Parent'),  disclosed in a
Tender Offer Statement on Schedule TO (the 'Schedule TO'),  dated March 8, 2000,
offering  to  purchase  all of the  outstanding  Shares  at a price of $5.20 per
share, net to the seller in cash (the 'Offer Price'), upon the terms and subject
to the  conditions  set forth in the Offer to Purchase  dated March 8, 2000, and
any  supplement  thereto (the 'Offer to  Purchase'),  and the related  Letter of
Transmittal,  and any  supplement  thereto  (which,  together  with the Offer to
Purchase, constitute the 'Offer').

    The Offer is being made pursuant to an Agreement  and Plan of Merger,  dated
as of February 25, 2000 (the 'Merger Agreement'), by and among Parent, Purchaser
and the  Company.  The Merger  Agreement  provides,  among  other  things,  that
following  satisfaction  or waiver  of the  conditions  set forth in the  Merger
Agreement,  Purchaser  will be merged with and into the Company (the  'Merger'),
the separate  corporate  existence of Purchaser  will cease and the Company will
continue as the surviving  corporation  (the  'Surviving  Corporation').  In the
Merger,  each outstanding  share of Company Common Stock (other than shares held
in  the  treasury  of  the  Company,  or  by  Parent,  Purchaser  or  any  other
wholly-owned  subsidiary of Parent,  which shares will be  cancelled,  and other
than Shares,  if any, held by stockholders who perfect any appraisal rights they
may have under the Delaware  General  Corporation  Law (the  'DGCL'))  remaining
outstanding,  will, by virtue of the Merger and without any action by the holder
thereof, be converted into the right to receive the Offer Price in cash.

    According to the Schedule TO, the principal  executive offices of Parent and
Purchaser are located at 575 Fifth Avenue, New York, NY 10017.

ITEM 3. PAST CONTACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS.

    Except as described or referred to in the Information  Statement attached as
Schedule I hereto or as set forth below, to the knowledge of the Company,  there
are no material  contracts,  agreements,  arrangements and understandings and no
actual  or  potential  conflicts  of  interests  between  the  Company  and  its
affiliates  and (i)  the  Company,  its  executive  officers  and  directors  or
affiliates  or (ii) Parent or  Purchaser  or any of their  respective  executive
officers, directors or affiliates.

CONFIDENTIALITY AGREEMENT.

    On July 24,  1997,  Parent and the Company  entered  into a  confidentiality
agreement  which  was  reaffirmed  on  March  10,  1999  (the   'Confidentiality
Agreement'). Pursuant to the Confidentiality Agreement, Parent agreed to use the
Evaluation Material (as defined in the Confidentiality

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Agreement) furnished to it by the Company solely for the purpose of evaluating a
possible  negotiated  transaction  between  Parent and the  Company  and further
agreed to keep such  material  confidential.  In addition,  Parent agreed in the
Confidentiality Agreement that, for a period of two years, it would refrain from
acquiring,  seeking or proposing to acquire the Company or any of its securities
or to engage in the  solicitation  of proxies for the  Company's  securities  or
otherwise  from seeking or  proposing  to control the Company  Board (as defined
herein).  The  Confidentiality  Agreement,  a copy of which  has  been  filed as
Exhibit (e)(1) hereto,  is more fully  summarized in the Offer to Purchase under
the heading 'PURPOSE OF THE OFFER AND THE MERGER; PLANS FOR THE COMPANY;  MERGER
AGREEMENT;  STOCKHOLDERS  AGREEMENT  AND  OTHER  AGREEMENTS;  OTHER  MATTERS  --
CONFIDENTIALITY AGREEMENT' and is incorporated herein by reference.

EXCLUSIVITY AGREEMENT.

    On February  3, 2000,  Parent and the Company  entered  into an  exclusivity
agreement (the 'Exclusivity Agreement').  Pursuant to the Exclusivity Agreement,
the Company, subject to certain exceptions, agreed to negotiate exclusively with
Parent with respect to a possible  acquisition of the Company until February 14,
2000,  and to afford  Parent and its  affiliates  reasonable  access to complete
their due diligence review of the Company.  The Company's  largest  stockholder,
DNL  Partners  Limited  Partnership  ('DNL'),  which  controls a majority of the
voting  power of the Company  Common  Stock  through its  ownership of 3,015,463
shares  of Class C Common  Stock,  also  agreed  to be bound by the terms of the
exclusivity arrangement contained in the Exclusivity Agreement.  The Exclusivity
Agreement,  a copy of which has been filed as Exhibit  (e)(2),  is  incorporated
herein by reference.

MERGER AGREEMENT.

    Parent,  Purchaser and the Company have entered into the Merger Agreement, a
copy of which is filed as Exhibit (e)(3) hereto. The description of the terms of
the  Merger  Agreement  contained  in the Offer to  Purchase  under the  heading
'PURPOSE OF THE OFFER AND THE MERGER;  PLANS FOR THE COMPANY;  MERGER AGREEMENT;
STOCKHOLDERS  AGREEMENT  AND  OTHER  AGREEMENTS;  OTHER  MATTERS  -- THE  MERGER
AGREEMENT' is incorporated herein by reference.

STOCKHOLDERS AGREEMENT.

    In  connection  with,  and as a condition to the  execution  and delivery by
Parent of, the Merger  Agreement,  Parent,  Purchaser,  the  Company and DNL and
certain other stockholders of the Company owning in the aggregate  approximately
88% of the total voting power of all outstanding  shares of Company Common Stock
entered  into a  Stockholders  Agreement,  dated as of  February  25,  2000 (the
'Stockholders  Agreement'),  pursuant to which each of these  stockholders  has,
among other things, (i) subject to the fulfillment of certain conditions, agreed
to convert  such  stockholder's  shares of Class C Common  Stock into  shares of
Class A Common  Stock  and to  tender  all of such  stockholder's  Shares in the
Offer, (ii) agreed to vote such stockholder's  shares of Company Common Stock in
favor of the Merger and the Merger  Agreement and against  various  matters that
could  reasonably  be expected to impede,  interfere  with,  delay,  postpone or
adversely  affect  the Merger and the  transactions  contemplated  by the Merger
Agreement  and the  Stockholders  Agreement  and (iii) granted to Parent a proxy
with respect to the foregoing voting arrangements. The Stockholders Agreement, a
copy of which has been filed as Exhibit (e)(4),  is more fully summarized in the
Offer to Purchase under the heading 'PURPOSE OF THE OFFER AND THE MERGER;  PLANS
FOR THE COMPANY; MERGER AGREEMENT;  STOCKHOLDERS AGREEMENT AND OTHER AGREEMENTS;
OTHER  MATTERS -- THE  STOCKHOLDERS  AGREEMENT'  and is  incorporated  herein by
reference.

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YESNER EMPLOYMENT AGREEMENT.

    On  February  25,  2000,  in  connection  with,  and as a  condition  to the
execution and delivery by Parent of, the Merger Agreement,  Malcolm Yesner ('Mr.
Yesner'), the President and Chief Executive Officer of the Company, entered into
an employment agreement with Parent (the 'Yesner Employment Agreement') pursuant
to which Mr. Yesner will serve as the President of Carson Products Company,  the
Company's  wholly-owned  subsidiary  ('Carson  Products'),  and as an officer of
Parent.  The  Yesner  Employment  Agreement  has an  initial  term of 24  months
commencing  upon the  earlier  to occur of the  completion  of the  Offer or the
effective  date of the Merger (the  'Initial  Term').  At the end of the Initial
Term,  the Yesner  Employment  Agreement  will  remain in effect for  additional
one-year  terms unless either party has given written  notice to the other party
90 days prior to the  expiration.  Mr. Yesner will receive an annual base salary
of $375,000 through  December 31, 2000,  $420,000 for the period January 1, 2001
through December 31, 2001 and not less than $420,000 for the period from January
1, 2002  through  the  remainder  of the Initial  Term.  This base salary may be
increased, but not decreased, by Parent at any time.

    Mr.  Yesner will  receive a guaranteed  bonus of $150,000 for Parent's  2000
fiscal year and for the remainder of the term of employment  will be eligible to
receive,  in the sole discretion of Parent,  an annual bonus of up to 30% of Mr.
Yesner's base salary at such time. Mr. Yesner is also entitled to the payment of
a retention bonus of $2,250,000 (the 'Retention  Bonus')  following the earliest
to occur of (i) the  expiration  of the Initial  Term  (provided  Mr.  Yesner is
employed  by  Parent  on the  last day  thereof),  (ii)  Mr.  Yesner's  death or
disability and (iii) the termination of Mr. Yesner's  employment without 'Cause'
or for 'Good Reason' (each as defined in the Yesner Employment Agreement).

    Mr. Yesner will  participate in Parent's Stock Incentive Plan maintained for
the benefit of the senior  executives  of Parent (the 'Stock  Incentive  Plan').
Parent will credit $100,000 to Mr.  Yesner's  phantom stock account for the 2000
fiscal year and for each successive  completed fiscal year of employment  Parent
will credit Mr.  Yesner's  account with an amount equal to Mr.  Yesner's  annual
bonus actually awarded in such year.

    The Yesner  Employment  Agreement  provides that if Mr. Yesner is terminated
without  'Cause' or resigns  for 'Good  Reason'  Mr.  Yesner  will  receive  the
following:  (i) the sum of his remaining base salary, (ii) any bonus payment Mr.
Yesner would have  received had he worked the balance of the Initial Term or, if
applicable, during the balance of any renewal term, (iii) the Retention Bonus if
the Yesner  Employment  Agreement is terminated  within the Initial  Term,  (iv)
continuation  of  certain  health  and  welfare  benefits,  and  (v)  any  other
compensation  and benefits as may be provided in accordance  with any applicable
plans,  programs or agreements of Parent.  The Yesner Employment  Agreement also
provides that if Mr. Yesner is terminated  for 'Cause' or resigns  without 'Good
Reason', Mr. Yesner will not be entitled to any additional compensation,  except
for any  compensation  or benefits as may be  provided  in  accordance  with any
applicable plans, programs or agreements of Parent.

    The Yesner Employment  Agreement  provides that Mr. Yesner will not compete,
directly  or  indirectly,  within  any  geographic  area in which  Parent or its
affiliates are doing business for a period of three years  following the date of
Mr.  Yesner's  termination  for  any  reason  (the  'Restriction   Period').  In
consideration of such  restriction,  Mr. Yesner will receive the following:  (i)
during the first two years of the  Restriction  Period a payment of $500,000 per
year and (ii)  during  the last  year of the  Restriction  Period a  payment  of
$400,000. If Mr. Yesner voluntarily terminates his employment (other than due to
disability or for 'Good Reason') during the Initial Term, Purchaser may elect to
waive the non-compete  provisions in the Yesner Employment  Agreement,  in which
case,  Parent  would not be liable to pay any  amounts  during  the  Restriction
Period.

    Upon the commencement of the Initial Term, the Yesner  Employment  Agreement
will supersede Mr. Yesner's current  employment  arrangements  with the Company,
which are described in the Information Statement attached as Schedule I hereto.

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    A copy of the Yesner  Employment  Agreement  is attached  as Exhibit  (e)(5)
hereto and is incorporated herein by reference.

ITEM 4. THE SOLICITATION OR RECOMMENDATION.

    (a)  Recommendation of the Company Board. On February 18, 2000, the Board of
Directors of the Company (the 'Company Board') unanimously (with three directors
abstaining as described  below under ' --  Background')  (i) determined that the
Merger Agreement and the transactions contemplated thereby,  including the Offer
and the Merger,  taken together,  are fair to, and in the best interests of, the
holders of shares of Company Common Stock,  (ii) approved and adopted the Merger
Agreement, the Offer, the Merger and the other transactions contemplated thereby
(including,  without  limitation,  for  purposes of Section 203 of the DGCL) and
(iii)  recommended that the holders of shares of Company Common Stock accept the
Offer and, if required by the DGCL,  approve and adopt the Merger  Agreement and
the transactions contemplated thereby. ACCORDINGLY, THE COMPANY BOARD RECOMMENDS
THAT THE  STOCKHOLDERS OF THE COMPANY TENDER THEIR SHARES PURSUANT TO THE OFFER.
Copies of a press release  announcing the Merger  Agreement and the transactions
contemplated  thereby  and of a  letter  to  the  stockholders  of  the  Company
communicating the Company Board's  recommendation are filed herewith as Exhibits
(a)(3) and (a)(4), respectively, and are incorporated herein by reference.

    (b)(1) Background.

    Parent  first  contacted  the Company  through  their  respective  financial
advisors in July 1997 concerning a possible  acquisition of the Company. On July
24, 1997, Parent and the Company entered into the Confidentiality  Agreement and
the Company provided  certain  information to Parent. A meeting was held between
representatives of the two companies,  Parent's financial advisor, Lazard Freres
& Co. LLC ('Lazard'),  and the Company's former financial  advisor.  Thereafter,
Lazard  advised  the  Company's  former  financial  advisor  that Parent was not
interested in pursuing an acquisition of the Company.

    In  September  1998,  the  Company  was  contacted  by two  other  potential
strategic buyers interested in discussing a possible acquisition of the Company.
In light of this contact,  on September 24, 1998, the Company  formally  engaged
PaineWebber  Incorporated  ('PaineWebber')  to act as  its  exclusive  financial
advisor to help the Company  consider its strategic  alternatives.  In addition,
the Company engaged Milbank,  Tweed,  Hadley & McCloy LLP ('Milbank,  Tweed') to
assist the Company in connection with any proposed sale transaction.

    Between  November  1998  and  February  1999,   PaineWebber  contacted  five
potential  strategic  buyers,  including  Parent,  on behalf of the Company.  In
February and March 1999,  the Company  entered into  confidentiality  agreements
with  four of  these  potential  buyers.  On March  10,  Parent  reaffirmed  its
obligations  to the Company under the  Confidentiality  Agreement.  In addition,
management  presentations  were made to the potential buyers, who then conducted
certain follow-up due diligence.  Although  representatives  of the Company held
preliminary  discussions  with certain of the  potential  buyers,  none of them,
including Parent, was willing to make an offer at that time.

    In August  1999,  the  Company  publicly  announced  that it would  begin to
explore  alternative  strategies  for the  Company's  stake in its South African
subsidiary.  Thereafter,  a South  African-based  investment  banking  firm  was
retained to solicit bids.  Although the Company received two bids as a result of
this process,  the Company was not satisfied with the bids and the sales process
was put on hold.

    Following the public announcement of a potential sale of the Company's South
African holdings, the Company received inquiries as to whether the Company would
again  entertain  offers  for  a  transaction   involving  the  entire  Company.
Thereafter,  between  August  and  November  1999,  at  the  Company's  request,
PaineWebber contacted four of the original potential strategic buyers, including
Parent, and seven additional potential buyers, including three financial buyers,
to see if they had any interest in  discussing  an  acquisition  of the Company.
From late October  through  December  1999,  Parent and the two other  potential
strategic buyers who indicated their interest in

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proceeding  further  in  the  process  were  allowed  to  conduct  in-depth  due
diligence, including discussions with members of senior management.

    On January 4, 2000,  PaineWebber  sent  letters to four  potential  bidders,
including  Parent,  requesting  non-binding  indications  of  interest  for  the
acquisition of the Company.  The Company's  legal counsel also forwarded a draft
of the  Merger  Agreement  to  Parent  and one of the other  potential  bidders,
together with a draft of the Stockholders Agreement indicating that holders of a
portion of the shares of Class C Common  Stock  representing  a majority  of the
voting power of the Company Common Stock would agree to support the transaction.
Initially,  Parent  informed  PaineWebber  that  it was  chiefly  interested  in
acquiring the Company's international operations. PaineWebber responded that the
Company's  strong  preference was to sell the entire  Company.  Thereafter,  the
Company received three  non-binding  indications of interest for the sale of the
Company:  one was delivered  orally to two of the  Directors  bidding the market
price of the Shares (which at the time was  approximately  $3.00),  and two were
delivered on January 14, 1999 in written form,  including one from Parent,  each
bidding $5.00 per Share.  At the time Parent  submitted its bid,  Parent advised
PaineWebber that it would seek to renegotiate the employment arrangements of the
Company's  President and Chief Executive  Officer,  Malcolm Yesner,  in order to
receive a  commitment  of continued  employment  from Mr.  Yesner.  The Company,
PaineWebber  and Milbank,  Tweed  discussed  the  relative  values of the offers
received.  Following clarification from Parent that its $5.00 bid was subject to
reduction to reflect the estimated cost, above 101% of principal amount (the put
price for bondholders upon a change of control of the Company),  of retiring the
Company's  public  senior  subordinated  bonds,   PaineWebber  and  the  Company
concluded that Parent's offer should be valued at approximately $4.40 per Share.

    On January 21, 2000,  PaineWebber  sent follow-up  letters to Parent and the
other potential buyer who had submitted a non-binding  indication of interest at
the $5.00 level  requesting  final offers for the Company.  On January 27, 2000,
Lazard orally  communicated to PaineWebber that Parent  reaffirmed its $5.00 per
Share bid but dropped the  condition  relating to  retirement  of the  Company's
public  senior  subordinated  bonds  discussed  above which had  previously  led
PaineWebber and the Company to discount the offer to approximately  $4.40. On or
about the same date, the other potential buyer advised  PaineWebber  that it had
decided not to pursue a  transaction  with the Company and withdrew its previous
bid.

    On February 1, 2000, following further price discussions between PaineWebber
and Parent and its financial advisor,  Lazard, Parent informed PaineWebber that,
before proceeding further with any price negotiations,  Parent required that the
Company enter into an agreement  providing  for an  exclusivity  period,  during
which  period the  Company  would  agree not to solicit  offers  from or conduct
negotiations  with any other  potential  bidder and  Parent  would  endeavor  to
complete  its due  diligence  review of the  Company.  Parent  also  advised the
Company  through its legal  counsel  that  Parent's bid was  conditioned  on all
owners of Class C Common Stock,  entering into the  Stockholders  Agreement with
Parent  simultaneously  with the execution and delivery of the Merger  Agreement
with the Company,  thereby assuring  stockholder approval of the transaction and
enhancing  Parent's  ability  to  complete  a  short-form  merger.  Parent  also
reaffirmed  its need to enter into new employment  arrangements  with Mr. Yesner
providing for a two-year commitment.

    Later on February 1, 2000, a special  meeting of the Company  Board was held
for the purpose of updating the directors  with respect to the history,  content
and  status  of  discussions  concerning  the  potential  sale  of the  Company.
Presentations were made by representatives of PaineWebber and Milbank,  Tweed as
well as by certain  members of the Company Board's  Executive  Committee who had
been  a  party  to  discussions  with  various  of  the  potential  bidders.  In
particular,  the Company  Board was  apprised  of Parent's  offer to acquire the
Company,  the issues  raised by Parent with respect to the Merger  Agreement and
the  Stockholders  Agreement and of Parent's request that the Company enter into
the Exclusivity Agreement.  The Company Board discussed Parent's offer, reviewed
the possible alternatives to the offer,  including the likelihood that any other
offers would be forthcoming  and continuing to operate as an independent  public
company.  Following a discussion  of the various  alternatives  available to the
Company, the Company Board instructed  PaineWebber to seek an offer of $5.25 per
share from Parent and authorized the

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Company to enter into the Exclusivity Agreement if such an offer was received in
order to encourage Parent to conclude its due diligence in a timely manner.

    PaineWebber  relayed the Company Board's position to Lazard and, on February
2, 2000,  Parent  raised its offer to $5.25 per share,  subject to  satisfactory
completion of its due diligence  investigation,  expansion of the  definition of
'material  adverse  change'  contained  in the Merger  Agreement  and a two-week
exclusivity  period. The Company and DNL entered into the Exclusivity  Agreement
with  Parent on  February  3, 2000.  The  exclusivity  period was  scheduled  to
terminate at midnight on February 14, 2000.

    From  February 3 to  February  14,  2000,  the  Company and Parent and their
respective legal and financial advisors negotiated the final terms of the Merger
Agreement and the Stockholders  Agreement and related  documents.  Concurrently,
Parent  continued its due diligence  investigation.  During this  investigation,
Parent  became  aware of certain  litigation  (the 'AM  Lawsuits')  between  the
Company and AM  Cosmetics  Corp.  ('AMC') and its  wholly-owned  subsidiary,  AM
Products  Company  ('AMP',  and together with AMC, the 'AM  Companies')  and the
terms of a proposed  settlement.  Parent informed the Company that its offer was
contingent upon a settlement of the AM Lawsuits  satisfactory  to Parent.  For a
more  detailed  description  of the AM Lawsuits see  Schedule I attached  hereto
under  the  heading  'CERTAIN  RELATIONSHIPS  AND  RELATED  TRANSACTIONS  --  AM
COSMETICS.'  In addition,  during this  period,  Parent and Mr.  Yesner  reached
agreement on revised  employment  terms to take effect upon  consummation of the
Merger. See, 'YESNER EMPLOYMENT AGREEMENT.'

    In the  afternoon  of February 15,  2000,  the Company  Board held a special
meeting to receive an update on the status of discussions and negotiations  with
Parent.  At this  meeting,  representatives  of  PaineWebber  reviewed  with the
Company Board its financial analysis of Parent's proposed acquisition price, and
delivered  its oral  opinion  that,  as of such  date,  the $5.25 per share cash
consideration to be received by the  stockholders was fair to such  stockholders
from a  financial  point of view.  Milbank,  Tweed  reported  on the  status  of
discussions with respect to the Merger Agreement, the Stockholders Agreement and
related documents (copies of which, together with an executive summary, had been
forwarded to the directors prior to the meeting). In addition,  Company officers
and special litigation counsel reported on the status of settlement negotiations
with the AM Companies. The Company Board was advised that the Company and the AM
Companies had agreed in principle to a settlement of the AM Lawsuits pursuant to
which the Company  would pay  $650,000 to the AM Companies  and would  surrender
shares  of  preferred  stock of the AM  Companies  previously  purchased  by the
Company.  Because certain of the directors of the Company were present or former
directors,  officers and/or stockholders of the AM Companies,  the Company Board
appointed an independent litigation committee of Malcolm Yesner and Jack Kemp to
advise the Company Board as to the fairness and  appropriateness of the proposed
settlement.   The  independent  litigation  committee  approved  the  settlement
described  above,   subject  to  negotiation  of  a  settlement   agreement  and
appropriate  releases  for the Company and its current and former  officers  and
directors.

    The Company Board adjourned the meeting in the evening of February 15, 2000,
but reconvened each day for several hours,  either in person or  telephonically,
from February 16 through February 18, 2000. Each day, the Company's officers and
financial  and legal  advisors  updated the  Company  Board on the status of the
settlement  negotiations and discussions  with Parent.  During the course of the
week,  it became  apparent  that the AM  Companies  were not willing to agree to
releases for certain officers and directors of the Company who had been officers
and directors of the AM Companies that were  satisfactory  either to the Company
Board or to Parent in light of the Company's continuing indemnity obligations to
these officers and directors.

    On  February  18,  the  Company  Board was  informed  that the AM  Companies
required the Company to increase the settlement amount to $2 million in order to
grant a release to the Company and all of its current and former  directors  and
officers  that was  acceptable  to each of the  Company  and  Parent in form and
scope.  In view of the proposed $1.35 million  increase in the settlement  cost,
the Company Board recognized that, to the extent the Company bore the

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increased  settlement  cost,  Parent's  acquisition  cost  would be  effectively
increased  by such  amount.  The  Company  Board also  recognized,  based on the
previous negotiations,  that Parent would be unwilling to bear such increase. In
order to induce Parent to proceed with the transaction,  DNL advised the Company
Board that it would directly  contribute a portion of the  settlement  increase,
provided that the transaction  with Parent was  consummated.  On this basis, the
Company,  Parent and DNL agreed that DNL would fund  $531,492  of the  increased
settlement  cost and Parent's  offer would be reduced by $.05 per Share to $5.20
per Share,  which is equal to $818,508 and which  corresponds  to the  remaining
portion  of the  increased  settlement  cost not  being  directly  funded by DNL
(although DNL would effectively bear  approximately  $150,773 of this portion of
the increased  settlement cost by virtue of its 18.4% ownership  interest of the
Company  Common Stock).  Based on the foregoing  developments,  the  independent
litigation   committee  reviewed  the  revised  terms  for  the  settlement  and
recommended  that the Company  Board  approve a settlement  payment  totaling $2
million (plus  surrender of the preferred  stock) to the AM Companies and that a
settlement agreement and satisfactory releases be negotiated as expeditiously as
possible.  The Company Board discussed the Company's options with respect to the
settlement  negotiations  and considered the effect that an extended  settlement
negotiation  would have on the Company,  in particular  with respect to Parent's
willingness  to  proceed  with  the  proposed  transaction.  The  Company  Board
unanimously  approved the proposed settlement on that date, with three directors
(two of whom were also  directors of the AM Companies  and the other of whom was
one  of the  principal  beneficiaries  of  the  releases  received  from  the AM
Companies as a result of the increased settlement payment) abstaining.

    Thereafter,  at the  February  18 meeting,  PaineWebber  advised the Company
Board that the reduction of the proposed merger consideration to $5.20 per Share
in light of the  proposed  settlement  of the AM  Lawsuits  did not  change  its
overall  conclusions  with  respect to the fairness of the  consideration  being
offered by Parent,  as reviewed  with the Company  Board on February  15,  2000.
Accordingly,  PaineWebber  rendered to the Company Board its oral opinion (which
was confirmed by delivery of a written  opinion  dated  February 18, 2000) as to
the  fairness,  from a  financial  point of view,  of the $5.20  per Share  cash
consideration  to be  received  by  Company  stockholders  in the  Offer and the
Merger.

    Following  PaineWebber's  presentation  and  further  discussions  among the
directors and the Company's  financial and legal advisors and  consideration  of
the factors discussed below under 'Reasons for the  Recommendation,' the Company
Board  unanimously,  with the three directors who abstained from the vote on the
Settlement  Agreement as described  above  abstaining,  (i) determined  that the
Merger Agreement and the transactions contemplated thereby,  including the Offer
and the Merger,  taken together,  are fair to, and in the best interests of, the
stockholders of the Company, (ii) approved and adopted the Merger Agreement, the
Offer,  the Merger and the other  transactions  contemplated  thereby  and (iii)
recommended  that the  stockholders  of the  Company  accept the Offer  and,  if
required by the DGCL,  approve and adopt the Merger and the Merger Agreement and
the  transactions  contemplated  thereby.  The  Company  Board  recognized  that
completion of negotiations with Parent depended on satisfactory documentation of
the settlement with the AM Companies and the release of the Company from certain
indemnity  obligations to certain  officers and directors of the Company who had
been officers and directors of the AM Companies. Agreement on the forms of these
releases (the 'Indemnity Releases') was reached on February 18, 2000.

    Between  February 18 and February 25, 2000,  representatives  of the Company
and the AM Companies continued to negotiate the terms of a settlement  agreement
and the related releases.  While the Company was ultimately  willing to pay half
of the proposed $2 million settlement upon signing the settlement agreement, the
Company  sought to defer  payment  of the  remaining  $1  million  (the  'Second
Payment').  Parent insisted that the Second Payment not be due until the earlier
of the  consummation  of the Merger or July 31, 2000, the scheduled  termination
date of the Merger  Agreement;  however,  the AM  Companies  initially  were not
prepared to accept  deferral of the Second  Payment  beyond March 31,  2000.  In
order to bridge  this gap,  six  directors  of the  Company  (Messrs.  Bathgate,
Butler,  Estrin,  Sabre,  Wasik and Yesner)  arranged  for  GrandBank,  Inc.,  a
Maryland state  chartered  bank, to issue an  irrevocable  letter of credit (the
'Letter of

                                        7



<PAGE>




Credit') in the amount of $690,000 for the benefit of the AM Companies to secure
a portion of the Second  Payment.  The AM Companies  are entitled to make a draw
down under the Letter of Credit to the extent  that the Second  Payment  has not
been made on or prior to March 31, 2000. Both Parent and the AM Companies agreed
to this  arrangement.  Pursuant to a letter agreement among the Company and such
directors (the 'Reimbursement Agreement'),  the Company agreed to reimburse such
directors  for the full  amount of any draw downs  under the Letter of Credit in
circumstances  in which the Merger is not  consummated,  together  with interest
thereon  at the rate of 12% per annum from the date of the draw down to the date
of  reimbursement.  In  circumstances  in which the Merger is  consummated,  the
Company is required to reimburse  such directors only for any amounts drawn down
under  the  Letter  of Credit in excess  of  $531,492  (the  first  $531,492  of
reimbursement in such circumstance  being the  responsibility of DNL),  together
with  interest  thereon  at the rate of 12% per annum  from the date of the draw
down  to the  date of  reimbursement.  After  review  and  recommendation  by an
independent  committee consisting of Leroy Keith, Suzanne de Passe, James Hudson
and Jack Kemp,  the  reimbursement  arrangements  embodied in the  Reimbursement
Agreement  were  approved by  unanimous  written  consent of the Company  Board.
Copies of the  Settlement  Agreement,  the mutual  releases  delivered by Carson
Products and the AM Companies  and the  Reimbursement  Agreement are attached as
Exhibits (e)(6), (e)(7), (e)(8) and (e)(9) hereto and are incorporated herein by
reference.

    The Company and the AM Companies  concluded the settlement  negotiations and
entered  into  a  settlement   agreement   with  mutual   releases  and  related
documentation  on February 25, 2000 (the 'Settlement  Agreement').  In addition,
Parent  indicated  on that date that it was  prepared  to enter  into the Merger
Agreement in the form  negotiated by the parties and their counsel,  calling for
an Offer and Merger price of $5.20 per share of Company  Common  Stock.  DNL and
each of the other holders of Class C Common  Stock,  together with the Company's
directors and certain officers  (including those who had abstained from the vote
on the Merger  Agreement),  indicated their willingness to sign the Stockholders
Agreement.  Accordingly, on February 25, 2000, Parent, Purchaser and the Company
signed the Merger Agreement,  the Stockholders  Agreement and related documents,
each of the Stockholders  signed the  Stockholders  Agreement and granted Parent
the proxy contemplated by the Stockholders  Agreement and the Indemnity Releases
were  executed and  delivered.  In addition,  on that date Parent and Mr. Yesner
entered into the Yesner Employment Agreement discussed above.

    Parent and the Company issued separate press releases  announcing the Merger
on February 28, 2000.

    (b)(2) Reasons for the Recommendation.

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

        (i) The historical  and recent market prices of the Shares,  the lack of
    liquidity,  trading  volume and  analyst  coverage  of the Shares due to the
    Company's relatively small market  capitalization and the fact that the cash
    offer price of $5.20 per share of Company  Common Stock  provided for in the
    Merger Agreement represented a premium of approximately 40% over the closing
    trading  price  of  the  Shares  on  the  last  trading  day  prior  to  the
    announcement of the Merger.

        (ii) The advice and  presentation of PaineWebber,  including the opinion
    of  PaineWebber  delivered  on February  18, 2000 that,  as of such date and
    based upon its review and analysis and subject to the  limitations set forth
    therein,  the $5.20 per  Share  cash  consideration  to be  received  by the
    holders of shares of Company Common Stock in the Offer and the Merger, taken
    together,  is fair to such holders from a financial point of view. A copy of
    the written opinion dated February 18, 2000 of PaineWebber, which sets forth
    the  procedures   followed,   matters   considered,   assumptions  made  and
    limitations  of the  review  undertaken  by  PaineWebber  in  rendering  its
    opinion,  is attached as Exhibit (a)(6) hereto and is incorporated herein by
    reference.   STOCKHOLDERS  ARE  URGED  TO  READ  CAREFULLY  THE  OPINION  OF
    PAINEWEBBER IN ITS ENTIRETY.

                                        8



<PAGE>




        (iii)  The  terms  and  conditions  of  the  Merger  Agreement  and,  in
    particular,  the facts  that the  transaction  is  structured  as a two-step
    transaction and the Offer provides Company stockholders with an opportunity,
    assuming  no  regulatory  delays,  to  receive  their  cash  payment  on  an
    accelerated  basis,  and that Parent has the ability to terminate  the Offer
    and the Merger Agreement only in a limited number of circumstances.

        (iv) The  inherent  risks in  continuing  to operate  as an  independent
    public  company  given the  competitive  business  environment  in which the
    Company  operates  and the  increasing  difficulty  that the Company  faces,
    because of its  relatively  small size,  limited  resources and  significant
    debt,  in its  ability  to  achieve  increased  sales  of its  products  and
    services.

        (v)  The  Company  Board's  familiarity  with  the  Company's  business,
    prospects,  financial condition,  results of operations and current business
    strategy and the  significant  challenges  that the Company would face if it
    did not proceed with the proposed  transaction  with Parent,  including  the
    need for funds to achieve future plans,  the need to refinance the Company's
    long term debt in the near  future,  near and long term  business  risks and
    recent turnovers in Company management.

        (vi) The absence of other strategic  alternatives given the fact that no
    firm offers to acquire the Company -- other than  Parent's -- were  obtained
    by  PaineWebber  despite its  contacting  numerous  potential  strategic and
    financial  purchasers  on behalf of the Company  over an extended  period of
    time.

        (vii) The high  likelihood  that the  transactions  contemplated  by the
    Merger  Agreement  would be  consummated,  particularly in light of Parent's
    reputation  and  ability to finance the  acquisition  and the absence of any
    financing condition in the Merger Agreement.

        (viii)   The  fact   that  DNL  and   other   stockholders   controlling
    approximately  88% of the voting power of the outstanding  shares of Company
    Common Stock and  approximately  48% of the number of outstanding  shares of
    Company  Common  Stock  on a  fully-diluted  basis  were  in  favor  of  the
    transaction with Parent and were willing to sign the Stockholders Agreement.

    In  view of the  variety  of  factors  considered  in  connection  with  its
evaluation  of  the  Merger  Agreement,  the  Company  Board  did  not  find  it
practicable to, and did not,  quantify or otherwise  assign relative  weights to
the specific  factors  considered  in reaching its  determination.  In addition,
individual  members of the  Company  Board may have given  different  weights to
different factors.

    (c)  Intent  to  Tender.  Pursuant  to  the  Stockholders   Agreement,   the
Stockholders  have  agreed (1) upon  receipt of written  notice  from  Parent or
Purchaser  that at  least  565,857  shares  of Class A Common  Stock  have  been
tendered,  to convert all of their shares of Class C Common Stock into shares of
Class A Common Stock and tender all shares of Company Common Stock owned by them
pursuant to the Offer,  (ii) vote their shares of Company  Common Stock in favor
of the Merger and (iii) vote  against  any action or  agreement  (other than the
Merger  Agreement or the transactions  contemplated  thereby) that would impede,
interfere  with,  delay,  postpone  or attempt to  discourage  the Merger or the
Offer.  The  shares  of  Company  Common  Stock  that  are  the  subject  of the
Stockholders  Agreement  represent,  in the aggregate,  approximately 48% of the
outstanding  shares  of  Company  Common  Stock on a fully  diluted  basis.  See
'Stockholders Agreement' under Item 3 above.

    To the best of the Company's knowledge,  each of its directors and executive
officers, including those who are party to the Stockholders Agreement, presently
intend to tender his or her Shares pursuant to the Offer.

ITEM 5. PERSONS/ASSETS RETAINED, EMPLOYED, COMPENSATED OR USED.

    On September 24, 1998, the Company  formally  engaged  PaineWebber to act as
the Company's  exclusive  financial advisor in connection with any proposed sale
transaction (a 'Sale')  involving the Company and another  business  entity (the
'Financial  Advisor  Agreement').  Pursuant to the Financial Advisor  Agreement,
PaineWebber agreed, upon the Company's reasonable request, to

                                        9



<PAGE>




perform certain customary  financial  advisory and investment  banking services,
including the rendering of a fairness opinion to the Company Board in connection
with a Sale.

    Pursuant to the  Financial  Advisor  Agreement,  the  Company  agreed to pay
PaineWebber cash fees for its services in the following amounts: (i) a retention
fee of $50,000, (ii) $500,000 for rendering an opinion as to the fairness,  from
a financial  point of view, of the  consideration  to be received by the Company
and its  stockholders  in connection  with a Sale and (iii) a transaction fee of
 .95% of the purchase  price upon  consummation  of a Sale (as defined  therein),
less the fees described in clauses (i) and (ii) above.

    In addition,  the Company has agreed in the Financial  Advisor  Agreement to
reimburse  PaineWebber  for its  reasonable  out-of-pocket  expenses,  including
reasonable  fees of counsel.  In a separate  letter  agreement  also executed on
September 24, 1998, the Company has agreed to indemnify  PaineWebber and certain
related  persons against  certain  liabilities in connection with  PaineWebber's
engagement under the Financial Advisor Agreement.

ITEM 6. SECURITIES TRANSACTIONS.

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

ITEM 7. PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS.

    (a) Except as set forth in Items 3 and 4 above,  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 securities by or of the Company; (ii)
an extraordinary transaction,  such as a merger,  reorganization or liquidation,
involving the Company;  (iii) a purchase,  sale or transfer of a material amount
of assets by the Company;  or (iv) any material  change in the present  dividend
rate or policy, or indebtedness, or capitalization of the Company.

    (b) Except as described in Item 3 above,  there are no  transactions,  board
resolutions,  agreements  in  principle  or signed  contracts in response to the
Offer which relates to one or more of the matters referred to in Item 1006(d)(1)
of Regulation M-A.

ITEM 8. ADDITIONAL INFORMATION.

    Reference is hereby made to the Offer to Purchase and the related  Letter of
Transmittal,   which  are  attached  as  Exhibits   (a)(1)  and  (a)(2)  hereto,
respectively, and are incorporated by reference herein in their entirety.

                                       10



<PAGE>




ITEM 9. EXHIBITS.

<TABLE>
<CAPTION>
      <C>        <S>
         *(a)(1) -- Offer to Purchase dated March 8, 2000.
         *(a)(2) -- Letter of Transmittal with respect to Shares.
        **(a)(3) -- Text of press release issued by Carson, Inc. dated
                    February 28, 2000.
          (a)(4) -- Letter to stockholders of Carson, Inc. dated March 8,
                    2000.
         *(a)(5) -- Form of Summary Advertisement dated March 8, 2000.
          (a)(6) -- Fairness Opinion of PaineWebber Incorporated dated
                    February 18, 2000.
         *(e)(1) -- Confidentiality Agreement, dated July 24, 1997, as
                    amended from time to time, by and between Carson, Inc. and
                    Cosmair, Inc.
         *(e)(2) -- Exclusivity Agreement, dated as of February 3, 2000, by
                    and between Carson, Inc. and Cosmair, Inc. and agreed to
                    by DNL Partners Limited Partnership.
         *(e)(3) -- Agreement and Plan of Merger, dated as of February 25,
                    2000, by and among Cosmair, Inc., Crayon Acquisition Corp.
                    and Carson, Inc.
         *(e)(4) -- Stockholders Agreement, dated as of February 25, 2000, by
                    and among Cosmair, Inc., Crayon Acquisition Corp., Carson,
                    Inc. and the stockholders signatory thereto.
         *(e)(5) -- Employment Agreement, dated as of February 25, 2000, by
                    and between Cosmair, Inc. and Malcolm R. Yesner.
        **(e)(6) -- Settlement Agreement, dated as of February 25, 2000,
                    among Carson Products Company, AM Cosmetics Corp. and AM
                    Products Company.
        **(e)(7) -- Release, dated as of February 25, 2000, by Carson
                    Products Company in favor of AM Cosmetics Corp. and AM
                    Products Company.
        **(e)(8) -- Release, dated as of February 25, 2000, by AM Cosmetics
                    Corp. and AM Products Company in favor of Carson Products
                    Company.
        **(e)(9) -- Letter Agreement, dated as of February 25, 2000, among
                    Carson, Inc. and certain directors of the Company.
      ***(e)(10)    -- Letter  Agreement,  dated as of February 25, 2000,  among
                    DNL Partners Limited Partnership and Cosmair, Inc.
      ***(e)(11) -- Form of Indemnity Release between certain officers and
                    directors of Carson, Inc. and Cosmair, Inc.
             (g) -- [not applicable]
</TABLE>

---------

*  Filed as an exhibit to  Purchaser's  Tender  Offer  Statement  on Schedule TO
   dated March 8, 2000 and incorporated herein by reference.

** Incorporated  by reference to the Company's  Current Report on Form 8-K filed
   on March 1, 2000.

*** To be filed by amendment.

                                       11






<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.

                                          CARSON, INC.

                                          By: /s/ ROBERT W. PIERCE
                                               .........................
                                              Name: Robert W. Pierce
                                             Title: Executive Vice President
                                                    and Chief Financial Officer

Dated: March 8, 2000

                                       12




<PAGE>




                                                                      SCHEDULE I

                                  CARSON, INC.
                     64 ROSS ROAD, SAVANNAH INDUSTRIAL PARK
                            SAVANNAH, GEORGIA 31405

                       INFORMATION STATEMENT PURSUANT TO
              SECTION 14(F) OF THE SECURITIES EXCHANGE ACT OF 1934
                            AND RULE 14F-1 THEREUNDER

    This Information Statement is being mailed on or about March 8, 2000 as part
of the Solicitation/  Recommendation  Statement on Schedule 14D-9 (the 'Schedule
14D-9') of Carson,  Inc.  (the  'Company') to the holders of record of shares of
Class A Common  Stock,  par value $.01 per share,  of the Company  (the 'Class A
Common Stock'). You are receiving this Information  Statement in connection with
the  possible  election  of persons  designated  by  Cosmair,  Inc.,  a Delaware
corporation  ('Parent'),  to at least a  majority  of the  seats on the Board of
Directors of the Company (the 'Board').

    On February 25, 2000, the Company,  Parent and Crayon  Acquisition  Corp., a
Delaware  corporation  and a  wholly-owned  subsidiary of Parent  ('Purchaser'),
entered  into an  Agreement  and Plan of  Merger  (the  'Merger  Agreement')  in
accordance  with the terms and subject to the  conditions of which (i) Purchaser
will commence a tender offer (the 'Offer') for all of the issued and outstanding
shares of Class A Common  Stock at a price of $5.20  per  share (or any  greater
amount paid per share  pursuant to the  Offer),  net to the seller in cash,  and
(ii) following the  consummation of the Offer and the  satisfaction or waiver of
other  conditions  set forth in the Merger  Agreement,  Purchaser will be merged
with and into the  Company  (the  'Merger').  As a result  of the  Offer and the
Merger, the Company will become a wholly-owned subsidiary of Parent.

    The Merger  Agreement  requires  that the Company use its best  efforts,  at
Parent's request,  to cause Parent's designees to be elected or appointed to the
Board under the circumstances described in Section 1.03 of the Merger Agreement.
See 'BOARD OF DIRECTORS AND EXECUTIVE OFFICERS -- Right to Designate  Directors;
Parent's Designees' below.

    You are urged to read this  Information  Statement  carefully.  You are not,
however,  required  to take any  action.  Capitalized  terms used herein and not
otherwise defined herein shall have the meaning set forth in the Schedule 14D-9.

    In accordance with the Merger  Agreement,  Purchaser will commence the Offer
on Wednesday, March 8, 2000. The Offer is scheduled to expire at 12:00 midnight,
New York  City  time,  on March 8,  2000  unless  the  Offer is  extended  or is
terminated under the terms of the Merger Agreement.

    The information  contained in this Information  Statement concerning Parent,
Purchaser and Parent's Designees (as hereinafter  defined) has been furnished to
the Company by Parent and Purchaser,  and the Company assumes no  responsibility
for the accuracy or completeness of such information.

                   BOARD OF DIRECTORS AND EXECUTIVE OFFICERS

GENERAL

    Pursuant to the Company's Certificate of Incorporation,  each stockholder is
entitled  to (i) one vote for each  share of Class A Common  Stock  and (ii) ten
votes for each share of Class C Common Stock,  par value $.01 per share,  of the
Company (the 'Class C Common Stock' and, together with the Class A Common Stock,
the  'Company  Common  Stock').  At the close of business on February  25, 2000,
there were 10,083,485  shares of Class A Common Stock  outstanding and 5,126,163
shares of Class C Common Stock outstanding.

    The Board currently consists of ten (10) members and is divided into three
classes, designated as Class I, Class II and Class III, with each Director being
elected to a three-year term. The

                                       I-1



<PAGE>




number of  Directors  may consist of such  number of members,  not less than ten
(10) and not more than fifteen (15), as shall be determined from time to time by
resolution of the Board. Vacancies in the Board may be filled by a majority vote
of the remaining Board though less than a quorum of the Board,  and any Director
chosen to fill a vacancy  will hold office until the  expiration  of the term of
his or her predecessor in office.

PARENT'S RIGHT TO DESIGNATE DIRECTORS

    The Merger  Agreement  provides that,  subject to compliance with applicable
law and the Company's  Certificate of Incorporation,  promptly upon the purchase
by Parent of shares of Class A Common Stock pursuant to the Offer, and from time
to time  thereafter,  Parent  shall be  entitled  to  designate  such  number of
Directors ('Parent's Designees'),  rounded up to the next whole number, as shall
give Parent representation on the Board equal to the product of the total number
of Directors on the Board (giving  effect to the Directors  elected  pursuant to
this sentence)  multiplied by the percentage that the aggregate  voting power of
such number of shares of Class A Common  Stock  beneficially  owned by Parent or
any affiliate of Parent  following such purchase bears to the total voting power
of all shares of Company Common Stock then  outstanding,  and the Company shall,
at such time, promptly take all actions necessary to cause Parent's Designees to
be elected as  Directors of the Company,  including  increasing  the size of the
Board or securing the resignations of incumbent Directors or both.

    It is  expected  that  Parent's  Designees  may  assume  office  at any time
following  the purchase by Purchaser of shares of Class A Common Stock  pursuant
to the Offer,  which  purchase may not be earlier than April 4, 2000,  and that,
upon assuming office,  Parent's Designees will thereafter  constitute at least a
majority of the Board.

PARENT'S DESIGNEES

    Any director or executive  officer of Parent or Purchaser listed in Schedule
I to the Offer to  Purchase  filed as  exhibit  (a)(1)(A)  to the  Tender  Offer
Statement on Schedule TO of Parent and Purchaser, dated March 8, 2000 ('Schedule
TO'),  filed with the  Securities  and Exchange  Commission may be designated by
Parent as a Parent's Designee. The information contained in said Schedule I with
respect to the potential  Parent's  Designees  has been  furnished by Parent for
inclusion herein and is incorporated herein by reference.

DIRECTORS OF THE COMPANY

    Set forth below is certain  information  regarding each current  Director of
the Company as of March 8, 2000:

<TABLE>
<CAPTION>
                                                                                      DIRECTOR
                 NAME                   AGE                 POSITIONS                  SINCE
                 ----                   ---                 ---------                  -----
<S>                                     <C>   <C>                                     <C>
Lawrence E. Bathgate, II..............  60    Director                                  1995
Abbey J. Butler.......................  62    Director                                  1996
Suzanne de Passe......................  52    Director                                  1996
Melvyn J. Estrin......................  57    Director                                  1996
James L. Hudson.......................  60    Director                                  1996
Leroy Keith...........................  61    Chairman of the Board and Director        1995
Jack Kemp.............................  63    Director                                  1996
John L. Sabre.........................  42    Director                                  1996
Vincent A. Wasik......................  55    Director                                  1995
Malcolm R. Yesner.....................  42    President and Chief Executive Officer     1998
                                                and Director
</TABLE>

    Lawrence E. Bathgate, II became a Director of the Company upon its inception
in  May  1995  and  of  Carson  Products  Company,  the  Company's  wholly-owned
subsidiary  ('Carson  Products'),  in August 1995. He served as Secretary of the
Company  from May 1995 to August  1996.  He also serves as  President  and Chief
Executive Officer of Bathgate, Wegener & Wolf, P.A., a law firm

                                       I-2



<PAGE>




with which he has been affiliated since 1970. Mr. Bathgate is a founder and
principal of MCG Global, L.L.C., a Delaware limited liability company and
affiliate of the Company ('MCG Global'). Additionally, he has served as a
director of AM Cosmetics Corp., a Delaware corporation ('AM Cosmetics'), since
June 1996. He also serves on the Board of Trustees of Villanova University and
the Board of Regents of Seton Hall University and served as Finance Chairman of
the Republican National Committee from 1988 to 1992.

    Abbey J.  Butler  became a Director  of the  Company  in August  1996 and of
Carson  Products in June 1996.  Mr.  Butler  currently  serves in the  following
capacities  for the following  companies  and  organizations:  Avatex  (formerly
FoxMeyer Health  Corporation),  Director from 1990,  Co-Chairman of the Board of
Directors  from 1990,  Co-Chief  Executive  Officer  from 1990;  NII Health Care
Corporation,  Co-Chairman of the Board of Directors, Co-Chief Executive Officer;
Ben Franklin Retail Stores,  Inc., Director from November 1991 to March 1997 and
Co-Chairman  of the Board of Directors  from 1994 to March 1997;  C.B.  Equities
Capital  Corp.,  President  from 1982 and Director  from 1982;  GrandBank  Inc.,
Director from 1994; CST Entertainment  Inc.,  Director from 1994; Imagyn Medical
Technology,  Inc., Director from 1995; Cyclone Fence Corp.,  Director from 1995;
Phar-Mor,  Inc.,  Director from 1995,  Chairman and Chief Executive Officer from
1997; The American University, Trustee from 1986; Starlight Foundation, Director
from 1990;  Executive Council of the National  Committee for the Performing Arts
of the John F. Kennedy  Center,  Director from 1989;  and  President's  Advisory
Committee  on the Arts,  Member  from 1992.  Mr.  Butler is the former  Co-Chief
Executive  Officer of FoxMeyer Drug Company  which,  along with FoxMeyer  Health
Corporation and certain other of its subsidiaries and affiliates,  including Ben
Franklin Retail Stores,  Inc., filed for protection under Chapter 11 of the U.S.
Bankruptcy Code on August 27, 1996.

    Suzanne de Passe became a Director of the Company in August 1996 and of
Carson Products in June 1996. Ms. de Passe has served as Chief Executive Officer
of de Passe Entertainment since 1991. She currently serves on the Board of
Directors of The American Film Institute and the Los Angeles Opera.

    Melvyn J.  Estrin  became a Director  of the  Company in August  1996 and of
Carson  Products in June 1996.  Mr.  Estrin  currently  serves in the  following
capacities  for  the  following  companies:  Avatex  (formerly  FoxMeyer  Health
Corporation),  Director  since 1990,  Co-Chairman of the Board of Directors from
March 1991,  Co-Chief  Executive  Officer  from  October  1991;  NII Health Care
Corporation,  Co-Chairman of the Board of Directors, Co-Chief Executive Officer;
Washington  Gas Light  Company,  Director  from October  1991;  GrandBank  Inc.,
Director from August 1993;  UroHealth  Systems,  Inc.,  Director from July 1995;
Phar-Mor,  Inc., Director from September 1995; Centaur Partners,  L.P., Managing
Partner from 1990;  University  Research  Corporation,  Chief Executive  Officer
since 1978; and Estrin International, Chairman and Chief Executive Officer since
1983.  Mr. Estrin has also served in the following  capacities for the following
companies and organizations:  Ben Franklin Retail Stores,  Inc.,  Co-Chairman of
the Board of Directors  from  November  1991 to March 1997,  Co-Chief  Executive
Officer from 1994 to March 1997, Director from 1991 to March 1997; University of
Pennsylvania,  Trustee  from  1990 to 1995;  and  Commissioner  of the  National
Capital Planning Commission,  appointed by the President, from 1993 to 1995. Mr.
Estrin is the former Co-Chief  Executive Officer of FoxMeyer Drug Company which,
along with FoxMeyer Health Corporation and certain other of its subsidiaries and
affiliates,  including Ben Franklin  Retail Stores,  Inc.,  filed for protection
under Chapter 11 of the U.S. Bankruptcy Code on August 27, 1996.

    James L. Hudson became a Director of the Company in August 1996 and of
Carson Products in June 1996. Mr. Hudson has served as Chairman of JAH
Development Company since 1985. Mr. Hudson has served as Chairman of the Board
of Trustees of Morehouse College and as a member of the Board of the
Metropolitan Washington Airports Authority.

    Leroy Keith currently serves as Chairman of the Board of the Company. He
became a Director of the Company upon its inception in May 1995, and served as
Vice President until August 1996, when he became Chairman and Chief Executive
Officer. Dr. Keith became Chairman and Chief Executive Officer of Carson
Products in August 1995. Mr. Keith resigned from his

                                       I-3



<PAGE>




positions as Chief Executive Officer of the Company and Carson Products in June,
1998 but continued as non-executive Chairman of the Board. Prior to his service
with the Company and Carson Products, Mr. Keith served as President of Morehouse
College from 1987 to 1994. Dr. Keith is a member of the Board of Directors of
Evergreen Keystone Investment Services, the Mutual Funds Board of Phoenix Home
Life Insurance Company, One to One/The National Mentoring Partnership, Inc. and
the National Committee for the Performing Arts of the John F. Kennedy Center.
Additionally, he served as a director of AM Cosmetics from June 1996 through
June 1999.

    Jack Kemp became a Director of the Company and Carson Products in December
1996. He previously served as a Director of the Company and Carson Products from
February 1996 to August 1996, when he resigned to accept the Republican
nomination for Vice President of the United States. Mr. Kemp served as Secretary
of Housing and Urban Development for the U.S. Government from 1989 to 1992. Mr.
Kemp is also a member of the Board of Directors of Landair, Cyrix Corp., Oracle
Corp., Columbus Trust Realty, American Bankers Insurance Corp., and Worldcorp
and has served as Co-Director of Empower America since 1993.

    John L. Sabre  became a Director of the Company in August 1996 and of Carson
Products in August 1995.  He  currently  serves as Senior  Managing  Director at
First  Dominion  Capital.  He was  previously  employed as Managing  Director of
Indosuez  Capital,  a position he held from April 1992 to August 1997.  Prior to
that, Mr. Sabre was a Vice President at Kidder, Peabody & Co. from March 1990 to
April 1992. Additionally, he has served as a director of AM Cosmetics since June
1996.

    Vincent A. Wasik became  Chairman of the Board of Directors and President of
the Company upon its inception in May 1995 and served as such until August 1996.
Mr.  Wasik  continues  to  serve as a  Director  of the  Company  and has been a
Director  of Carson  Products  since  August  1995.  He  served as Acting  Chief
Executive  Officer of the Company and of Carson Products during June 1998. He is
also a founder and serves as  President  of MCG Global.  From 1985 to 1995,  Mr.
Wasik served as President of Fidelco  Capital  Group.  He was also  President of
Wondercamp  Entertainment  Company  from 1994 to 1995.  He is also  currently  a
member  of  the  Board  of  Directors  of  One  to  One/The  National  Mentoring
Partnership, Inc., the National Committee for the Performing Arts of the John F.
Kennedy Center and the Board of Trustees for Boston College.

    Malcolm  R.  Yesner  became  President  and Chief  Executive  Officer of the
Company in March 1999 and has served as a Director of the Company  since October
1998. He also served as President of International Operations of the Company and
Chief Executive  Officer of Carson  Holdings  Limited (South Africa) since April
1998.  From 1992 to 1998,  he held the  position of Managing  Director of Carson
Holdings Ltd. ('Carson South Africa'). Prior to joining Carson South Africa, Mr.
Yesner held senior  management  positions with Procter & Gamble in Australia and
Bristol Meyers Squibb Limited in South Africa.

MEETINGS OF THE BOARD AND COMMITTEES

BOARD MEETINGS

    During the twelve months ended December 31, 1999, there were 4 meetings held
by the Board.  During 1999, 1 meeting of the Audit  Committee,  1 meeting of the
Compensation  Committee  and 12 telephonic  meetings of the Executive  Committee
were held. In 1999, all of the directors,  except for Suzanne de Passe, James L.
Hudson, John L. Sabre and Malcolm R. Yesner, participated in at least 75% of the
meetings of the Board and the committees of the Board on which they served.

BOARD COMMITTEES

    The Board has three  committees  -- the Audit  Committee,  the  Compensation
Committee and the Executive Committee.

                                       I-4



<PAGE>




    The Audit Committee members are Abbey J. Butler, John L. Sabre and Leroy
Keith. Mr. Butler is the Chairman of the Audit Committee. The Audit Committee,
among other things, makes recommendations to the Board regarding the independent
auditors to be nominated for ratification by stockholders, reviews the services
rendered by such auditors and the related fees charged, reviews with such
auditors the scope of the annual audit and the results thereof, and makes
recommendations to the Board regarding the same, assists the Board in fulfilling
its responsibilities relating to the Company's accounting, financial reporting
and internal auditing policies and procedures, and assists the Board and makes
recommendations with respect to the Company's budgets and long-range financial
planning.

    The Compensation Committee members are Melvyn J. Estrin, James L. Hudson and
Jack Kemp. Mr. Estrin is the Chairman of the Compensation Committee. The
Compensation Committee is responsible for all aspects of the Company's executive
compensation policies.

    The Executive Committee members are Leroy Keith, Lawrence E. Bathgate, Abbey
J. Butler and Vincent A. Wasik. Mr. Wasik is the Chairman of the Executive
Committee. The Executive Committee has the authority to exercise all the powers
of the full Board with respect to the management of the business of the Company,
except as limited by the General Corporation Law of the State of Delaware.

EXECUTIVE OFFICERS OF THE COMPANY WHO ARE NOT DIRECTORS

    Set forth below is certain  information  regarding each Executive Officer of
the Company who is not also a Director as of March 8, 2000.

<TABLE>
<CAPTION>
                                                             PRINCIPAL OCCUPATION
                                                           AND BUSINESS EXPERIENCE
                   NAME                     AGE            FOR THE PAST FIVE YEARS
                   ----                     ---            -----------------------
<S>                                         <C>   <C>
Robert W. Pierce..........................  57    Executive Vice President and Chief
                                                  Financial Officer of the Company since May
                                                  1997; Executive Vice President, Chief
                                                  Financial Officer and Treasurer of
                                                  Maybelline, Inc. from 1990 to May 1996.
Donald N. Riley...........................  50    Executive Vice President of Operations of
                                                  the Company since January 1999; Senior
                                                  Vice President of Operations, Carson
                                                  Products since August 1997; Director of
                                                  Engineering, Maybelline from January 1997
                                                  to August 1997; Regional Operations
                                                  Director/Plant Manager, Suzhou China,
                                                  Maybelline from 1995 to 1997; Director of
                                                  Quality Assurance-Worldwide, Maybelline
                                                  from 1992 to 1995.
Aurelia T. Waldon.........................  54    Executive Vice President, Sales of the
                                                  Company since August, 1999; Vice
                                                  President, Sales since June, 1998;
                                                  District Manager and Divisional Director
                                                  of Sales from 1994 to June 1998.
Shawn K. Tollerson........................  36    Vice President, Marketing of the Company
                                                  since August, 1999; Marketing Director
                                                  from March, 1998 To August, 1999; Branch
                                                  Manager from October, 1997 to March, 1998.
</TABLE>

                                       I-5



<PAGE>




SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The following table sets forth certain information  regarding the beneficial
ownership of the Class A Common Stock and Class C Common Stock outstanding as of
February  25, 2000 by (i) each person known by the Company to  beneficially  own
more than 5% of the outstanding shares of Class A Common Stock or Class C Common
Stock,  (ii)  each of the  Company's  Directors,  (iii)  each  of the  Executive
Officers  whose name  appears  in the  summary  compensation  table and (iv) all
Directors  and  Executive  Officers as a group.  Unless  otherwise  noted in the
footnotes  to the table,  the  persons  named in the table have sole  voting and
dispositive  power with respect to all shares of Company Common Stock  indicated
as being  beneficially owned by them. All individuals and entities listed in the
following  table,  other than  Indosuez CM II Inc.,  Donald N.  Riley,  Shawn K.
Tollerson and Aurelia T. Waldon, entered into the Stockholders Agreement,  dated
as of February 25, 2000, with Parent, Purchaser and the Company, as described in
Item 3 of the Schedule 14D-9.

<TABLE>
<CAPTION>
                                               CLASS A COMMON STOCK (a)         CLASS C COMMON STOCK (a)
            NAME AND ADDRESS OF               --------------------------       --------------------------
             BENEFICIAL OWNERS                 NUMBER         % OF CLASS        NUMBER         % OF CLASS
             -----------------                 ------         ----------        ------         ----------
<S>                                           <C>             <C>              <C>             <C>
DNL Partners Limited Partnership (b) .......          0             0          3,015,463          58.8%
  c/o MCG Global, L.L.C.
  One Morningside Drive, North
  Suite 200
  Westport, CT 06880
Morgan Guaranty Trust Company (c) ..........          0             0          1,187,482          23.2%
  c/o J.P. Morgan Investment Management
  522 Fifth Avenue
  New York, NY 10036
M&A Investments, Inc. (d) ..................  1,731,690          17.2%                 0             0
  NII Health Care Corporation
  5910 North Central Expressway, Suite 1780
  Dallas, TX 75206
Indosuez CM II Inc. (e) ....................    258,213           2.6%                 0             0
  c/o Indosuez Capital
  1211 Avenue of the Americas
  7th Floor
  New York, NY 10036-8701
Lawrence E. Bathgate, II (f)(g).............     42,835             *                  0             0
Abbey J. Butler (d)(h)......................    728,335           7.2%            11,540             *
Suzanne de Passe (i)........................     32,835             *             11,540             *
Melvyn J. Estrin (d)(j).....................     36,335             *             11,540             *
James L. Hudson (f)(k)......................     46,135             *                  0             *
Jack Kemp (l)...............................     36,335             *             46,139             *
Leroy Keith (m).............................     23,500             *            341,100           6.7%
John L. Sabre (n)...........................     48,336             *             23,069             *
Vincent A. Wasik (b)(o).....................     62,170             *          3,015,463          58.8%
Malcolm Yesner (p)..........................    899,467           8.3%                 0             0
Robert W. Pierce (q)........................    141,334                                0             0
Donald N. Riley (r).........................     35,901             *                  0             0
Shawn K. Tollerson (s)......................     24,500             *                  0             0
Aurelia T. Waldon (t).......................     30,000             *                  0             0
All Directors and Executive Officers as a     2,195,518          19.7%         3,460,391          67.5%
  Group (15 persons) (u)....................
</TABLE>

---------

* Less than 1%.

 (a) Based on  10,083,485  and  5,126,163  outstanding  shares of Class A Common
     Stock and Class C Common Stock, respectively.  All of the Company's Class B
     Common Stock (which was non-voting stock convertible into voting stock upon
     transfer in certain circumstances) was converted
                                              (footnotes continued on next page)

                                       I-6



<PAGE>




(footnotes continued from previous page)
     into  shares of Class A Common  Stock on January  15,  1999.  Each share of
     Class C Common  Stock is  convertible  at any  time,  at the  option of the
     holder,  into  one  share of Class A  Common  Stock,  and is  automatically
     converted  into  one  share of Class A Common  Stock  upon  transfer  to an
     unaffiliated  third party.  Stockholders  are entitled to one vote for each
     share of Class A  Common  Stock  and ten  votes  for each  share of Class C
     Common Stock. Calculation of percentage of beneficial ownership assumes the
     exercise of all options and warrants exercisable within 60 days of the date
     hereof only by the respective named stockholder.

 (b) Mr. Wasik has a 50.1% ownership interest in the general partner of DNL
     Partners, DNL Group L.L.C., and therefore is deemed to have voting and
     dispositive control as to the shares held by DNL Partners. Messrs. Wasik,
     Bathgate and Hudson, who serve as Directors of the Company, are, or have
     interests in, limited partners of DNL Partners, including in the case of
     Messrs. Wasik and Bathgate, ownership interests in MCG Global, LLC., one of
     the limited partners in DNL Partners.

 (c) As reported on Schedule 13G/A dated February 2, 2000 filed by J.P. Morgan &
     Co., Incorporated, as parent holding company. Includes Morgan Guaranty
     Trust Company of New York; J.P. Morgan Investment Management, as Investment
     Advisor and J.P. Morgan Florida Federal Savings Bank, as Investment
     Advisor.

 (d) Includes 1,359,690 shares held by M&A Investments, Inc. ('M&A') and 372,000
     shares held by NII Health Care Corporation ('NIIHC'). Each of M&A and NIIHC
     is a wholly-owned subsidiary of Avatex Corporation. Messrs. Butler and
     Estrin, Directors of the Company, are co-Chairmen and co-Chief Executive
     Officers of Avatex.

 (e) As of November 4, 1999 as reported  by First Union  National  Bank  ('First
     Union'), transfer agent to the Company.

 (f) These directors are, or have direct or indirect interests in, limited
     partners of DNL Partners. See Note (b).

 (g) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 25,988 restricted shares of Class
     A  Common  Stock  awarded  under  the  1996  Non-Employee  Director  Equity
     Incentive  Program (the  'Outside  Directors  Program').  Under the Outside
     Directors  Program,  Outside  Directors  are  permitted to vote  restricted
     shares which have not yet vested.

 (h) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 34,154 restricted shares of Class
     A Common Stock awarded under the Outside  Directors  Program which have not
     yet vested.  Includes  575,000 shares owned by C.B.  Equities Capital Corp.
     LLC, Oxford Capital Management LLC and C.B. Equities  Retirement Trust, for
     whom Mr. Butler is Portfolio Manager.  Does not include shares owned by M&A
     and NIIHC described in footnote (d) above.

 (i) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 17,654 restricted shares of Class
     A Common Stock awarded under the Outside  Directors  Program which have not
     yet vested.

 (j) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 21,154 restricted shares of Class
     A Common Stock awarded under the Outside  Directors  Program which have not
     yet vested.  Does not include  shares  owned by M&A and NIIHC  described in
     footnote (d) above.

 (k) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 21,154 restricted shares of Class
     A Common Stock awarded under the Outside  Directors  Program which have not
     yet vested.
                                              (footnotes continued on next page)

                                       I-7



<PAGE>




(footnotes continued from previous page)

 (l) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 21,154 restricted shares of Class
     A Common Stock awarded under the Outside  Directors  Program which have not
     yet vested.

(m) Includes 18,500  restricted shares of Class A Common Stock awarded under the
    Outside Directors Program which have not yet vested.

 (n) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 29,154 restricted shares of Class
     A Common Stock awarded under the Outside  Directors  Program which have not
     yet vested.

 (o) Includes  10,000  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days. Also includes 25,988 restricted shares of Class
     A Common Stock awarded under the Outside  Directors  Program which have not
     yet vested.

 (p) Includes  750,000 shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days.

 (q) Includes  123,334 shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days.

 (r) Includes  35,001  shares of Class A Common Stock  underlying  stock options
     exercisable within 60 days.

 (s) Includes  1,833 shares of Class A Common  Stock  underlying  stock  options
     exercisable within 60 days.

 (t) Includes  5,000 shares of Class A Common  Stock  underlying  stock  options
     exercisable within 60 days.

 (u) Includes  1,049,335 shares of Class A Common Stock underlying stock options
     exercisable  within 60 days.  Also includes  214,900  restricted  shares of
     Class A Common Stock awarded under the Outside Directors Program which have
     not yet vested. Does not include shares owned by M&A and NIIHC described in
     footnote (d) above.

                                       I-8




<PAGE>




                             EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

    The following table sets forth a summary of all compensation awarded or paid
to or earned by the former Chief Executive Officer,  the current Chief Executive
Officer,  the four other most highly  compensated  current of the  Company  (the
'named  executive  officers'  for  services  rendered in all  capacities  to the
Company  (including  its  subsidiaries)  for the fiscal year ended  December 31,
1999,  for the fiscal year ended December 31, 1998 and for the fiscal year ended
December 31, 1997.

<TABLE>
<CAPTION>
                                                                                                     LONG-TERM
                                                   ANNUAL COMPENSATION                          COMPENSATION AWARDS
                                ----------------------------------------------------------   --------------------------
                                                                                                           SECURITIES
                                                                                             RESTRICTED    UNDERLYING
                                                                            OTHER ANNUAL       STOCK         OPTIONS
 NAME AND PRINCIPAL POSITION     FISCAL PERIOD     SALARY($)   BONUS($)   COMPENSATION (d)     AWARDS     (#) OF SHARES
 ---------------------------     -------------     ---------   --------   ----------------     ------     -------------
<S>                             <C>                <C>         <C>        <C>                <C>          <C>
Gregory J. Andrews(a) ........    1/1/99-2/11/99     69,231    450,000         17,412                        300,000
 Former President and Chief     6/30/98-12/31/98    144,231                    34,470
 Executive Officer
Malcolm R. Yesner(b) .........  1/01/99-12/31/99    375,000     75,000         20,656                        700,000
 President, Chief Executive     1/01/98-12/31/98    228,000    100,000              0                         79,000
 Officer                        1/01/97-12/31/97    137,000    100,000
Robert W. Pierce(c) ..........  1/01/99-12/31/99    250,000    100,000          8,905                              0
 Executive Vice President,      1/01/98-12/31/98    250,000     50,000         10,515                         60,000
 and Chief Financial            1/01/97-12/31/97    165,384     50,000          1,233                        100,000
 Officer
Donald N. Riley ..............  1/01/99-12/31/99    182,000     38,000          6,000                         20,000
 Executive Vice President,      1/01/98-12/31/98    142,308     30,000         27,568                         52,500
 Operations                     1/01/97-12/31/97     38,462     10,000          2,178                         25,000
Aurelia T. Waldon ............   1/1/99-12/31/99    138,077     25,000          6,525
 Executive Vice President,
 Sales
Shawn K. Tollerson ...........   1/1/99-12/31/99    102,308     40,000          1,173
 Vice President, Marketing
</TABLE>

---------

 (a) Mr. Andrews became President and Chief Executive Officer of Carson Products
     and the Company on June 30, 1998. Mr. Andrews passed away on February 21,
     1999.

 (b) Mr. Yesner became President and Chief Executive Officer of the Company on
     March 2, 1999. Since April 1998, he has also served as
     President -- International Operations of the Company. From 1992 to 1998,
     Mr. Yesner served as Managing Director of Carson South Africa.

 (c) Mr. Pierce became an executive officer of Carson Products and the Company
     on May 9, 1997.

 (d) Except where otherwise noted, all other compensation for 1999 includes Long
     Term Disability in the amount of $87.50 for Mr. Andrews, $393.75 for Mr.
     Yesner, $525.00 for Mr. Pierce, Mr. Riley and Ms. Waldon, and $173.00 for
     Ms. Tollerson. It also includes a car allowance of $17,324.82 for Mr.
     Andrews, $14,137.00 for Mr. Yesner, $8,380 for Mr. Pierce, $6,000 for Mr.
     Riley and Ms. Waldon and $1,000 for Ms. Tollerson. Also included is Excess
     Life Insurance of $6,125.00 for Mr. Yesner.

                                       I-9



<PAGE>




OPTION GRANTS IN LAST FISCAL YEAR

    The following table sets forth  information  concerning the grant of options
to purchase stock to each of the named executive officers during the fiscal year
ended December 31, 1999:

<TABLE>
<CAPTION>
                                                                                                            POTENTIAL REALIZABLE
                                                                                                              VALUE AT ANNUAL
                                                                                                               RATES OF STOCK
                                                                                                             PRICE APPRECIATION
                                                        INDIVIDUAL GRANTS                                     FOR OPTION TERM
                         -------------------------------------------------------------------------------   ----------------------
                                                 PERCENT OF TOTAL
                         NUMBER OF SECURITIES   OPTIONS GRANTED TO
                          UNDERLYING OPTIONS       EMPLOYEES IN         EXERCISE OR
                           GRANTED (#) (a)         FISCAL YEAR       BASE PRICE ($/SH)   EXPIRATION DATE    5% ($)      10% ($)
                           ---------------         -----------       -----------------   ---------------    ------      -------
<S>                      <C>                    <C>                  <C>                 <C>               <C>         <C>
NAME
Gregory J. Andrews.....              0                    0                     0                  0              0            0
Malcolm R. Yesner......        250,000(a)              80.2%              $3.1875            2/21/09        501,150    1,270,014
                               200,000(a)                                 $4.1250            3/15/09        518,838    1,314,838
                               250,000(a)                                 $2.8750           10/18/09        452,018    1,145,502
Robert W. Pierce.......              0                    0                     0                  0              0            0
Donald N. Riley........         20,000(b)               2.3%              $3.1875            6/28/09         40,092      101,601
Shawn K. Tollerson.....         10,000(c)               2.3%              $3.1875            6/28/09         20,046       50,801
                                10,000(c)                                 $2.8750           10/18/09         18,081       45,820
Aurelia T. Waldon......          8,000(d)               1.7%              $3.1875            6/28/09         16,037       40,640
                                 7,000(d)                                 $2.8750           10/18/09         12,657       32,074
</TABLE>

---------

 (a) Options  to  purchase  250,000  shares  of Class A Common  Stock to vest in
     thirds on each of February  21,  2000,  February  21, 2001 and February 21,
     2002; options to purchase 200,000 shares to vest in thirds on each of March
     15, 2000,  March 15, 2001 and March 15, 2002;  options to purchase  250,000
     shares to vest in thirds on each of October 18, 2000,  October 18, 2001 and
     October  18,  2002.   However,   all  options   accelerate  and  vest  upon
     consummation of the Merger.

 (b) Options to purchase 20,000 shares of Class A Common Stock to vest in thirds
     on each of June 28, 2000, June 28, 2001 and June 28, 2002.

 (c) Options to purchase 10,000 shares of Class A Common Stock to vest in thirds
     on each of June 28,  2000,  June 28,  2001 and June 28,  2002;  options  to
     purchase  10,000 shares to vest in thirds on October 18, 2000,  October 18,
     2001 and October 18, 2002.  However,  all options  accelerate and vest upon
     consummation of the Merger.

 (d) Options to purchase  8,000 shares of Class A Common Stock to vest in thirds
     on each of June 28,  2000,  June 28,  2001 and June 28,  2002;  options  to
     purchase  7,000 shares to vest in thirds on October 18,  2000,  October 18,
     2001 and October 18, 2002.  However,  all options  accelerate and vest upon
     consummation of the Merger.

OPTION/SAR EXERCISES AND HOLDINGS

    The options listed in the table above were  outstanding at December 31, 1999
and no options or stock  appreciation  rights (SARs) were exercised by the named
executive  officers  during the fiscal year ended  December 31, 1999.  The total
number of  exercisable  and  unexercisable  options held by the named  executive
officers at December 31, 1999 was as follows:

<TABLE>
<CAPTION>
                                                                  NUMBER OF         NUMBER OF
                                          TOTAL NUMBER OF        EXERCISABLE      UNEXERCISABLE
                                       SECURITIES UNDERLYING     SECURITIES        SECURITIES
                                        OPTIONS GRANTED (#)      UNDERLYING        UNDERLYING
                                                (1)            OPTIONS GRANTED   OPTIONS GRANTED
                                                ---            ---------------   ---------------
<S>                                    <C>                     <C>               <C>
NAME
Gregory J. Andrews...................               0                    0                 0
Malcolm R. Yesner....................         779,000              112,333           666,667
Robert W. Pierce.....................         160,000              103,333            56,667
Donald N. Riley......................          97,500              113,333            54,167
Shawn K. Tollerson...................          23,500                1,833            21,667
Aurelia T. Waldon....................          30,000                5,000            25,000
</TABLE>

                                                         (footnote on next page)

                                      I-10



<PAGE>




(footnote from previous page)

(1) Of these options,  29,000 for Mr. Yesner, 110,000 for Mr. Pierce, 27,500 for
    Mr.  Riley,  1,000 for Ms.  Tollerson  and 10,000 for Ms. Waldon have option
    exercise prices in excess of $5.20 and therefore, will not be exercised upon
    consummation of the Merger.

LONG TERM INCENTIVE PLANS

    The  options  listed  in the  tables  above  were  granted  pursuant  to the
Company's 1996 Long-Term  Incentive Plan (the '1996 LTIP').  No other  long-term
incentive awards were granted to the named executive  officers during the fiscal
year ended December 31, 1999.

EMPLOYMENT AGREEMENTS

    Parent entered into a written  employment  agreement with Malcolm R. Yesner,
dated as of February 25, 2000,  which is described in Item 3 of Schedule  14D-9.
Upon the  effective  time of the  Merger,  this new  employment  agreement  will
supersede his existing employment agreement with the Company described below.

    During 1998,  Carson Products entered into an employment  agreement with Mr.
Andrews and remained a party to existing  employment  agreements with Mr. Pierce
and Mr. Riley.  Also in 1998, the Company  entered into an employment  agreement
with Mr. Yesner as President -- International Operations. In 1999, in connection
with the death of Mr. Andrews (as discussed below),  the Company entered into an
amended and restated employment agreement with Mr. Yesner which incorporated all
previous amendments and reflected his promotion to President and Chief Executive
Officer of the Company and Carson Products.  These agreements  contain the terms
discussed below (the 'Employment  Agreements').  Mr. Andrews' term of employment
was to expire on  December  31,  2000.  In respect of his  agreement  to provide
services as President -- International  Operations of the Company,  Mr. Yesner's
term of employment expires on December 31, 2001. The agreement entered into with
Mr.  Yesner in 1999 is  terminable  at the will of either the  Company or Carson
Products.  The Employment  Agreements for Mr. Pierce and Mr. Riley provide for a
term of employment expiring on May 9, 2000 and September 8, 2000, respectively.

    Under the  Employment  Agreements,  the annual base  salary  amounts for Mr.
Andrews,  Mr.  Yesner,  Mr.  Pierce and Mr. Riley are $300,000,  $375,000  (both
agreements),  $250,000, and $182,000,  respectively.  Pursuant to the Employment
Agreements,  Mr. Pierce and Mr. Riley are entitled to annual bonuses  determined
under a formula based on specified net revenue growth, net income,  earnings per
share  and/or  stock price  growth.  Mr.  Yesner is entitled to a target  annual
bonus,  determined in the sole discretion of the Board, of up to 40% of his base
salary, in respect of his services as President -- International Operations, and
a further  discretionary annual bonus,  determined in the sole discretion of the
Board of Directors of Carson  Products,  in respect of his services as President
and Chief Executive  Officer of the Company and Carson Products.  In addition to
such base  salary and annual  bonuses,  the  Employment  Agreements  provide for
eligibility in any pension and welfare  benefit plans (other than certain profit
sharing  plans)  maintained  by Carson  Products (the Company in the case of Mr.
Yesner),  a monthly  automobile  allowance for Mr. Pierce and Mr. Riley equal to
$500 and $500,  respectively,  and such other fringe benefits generally provided
by Carson Products (the Company in the case of Mr. Yesner), to its employees.

    The Employment  Agreements  provide for certain  benefits to each individual
upon  a  termination  of his  employment  during  the  term  of  his  Employment
Agreement.  If the  employment of any of the above named  executive  officers is
terminated  for  'Cause' (as defined in the  Employment  Agreements)  or if such
individual  voluntarily  terminates employment without 'Good Reason' (as defined
in the Employment Agreements), such officers will only be entitled to any unpaid
base salary amounts  through and including the date of termination and any prior
year's annual bonus which has been awarded,  but not yet paid as of such date of
termination.

                                      I-11



<PAGE>




    If Carson  Products  terminates  the  employment of Mr. Riley without Cause,
such officer will be entitled to receive a lump sum  severance  payment equal to
150% of his base annual salary  within 15 days of the date of such  termination.
If the Company  terminates the employment of Mr. Yesner without Cause,  he shall
be  entitled to base  salary  continuation  at the rate in effect on the date of
termination,  for an 18-month period commencing on such date of termination.  If
Mr. Pierce's  employment is terminated without Cause,  Carson Products shall pay
him a lump sum payment equal to any unpaid base salary through and including the
date of his termination without Cause.

    In the event of the  termination  of  employment  of Mr. Pierce or Mr. Riley
upon  death or  'Disability,'  as  defined  in the  Employment  Agreements,  the
respective individual will be entitled to receive 150% of his annual base salary
(payable  in  one  lump  sum).  In the  event  of Mr.  Yesner's  termination  of
employment  upon his death or  Disability,  Mr.  Yesner will be entitled to base
salary  continuation  for a one  month  period  commencing  on the  date of such
termination.

    Mr.  Yesner,  Mr.  Pierce and Mr.  Riley are also  entitled  to  termination
benefits if their  employment is  terminated by Carson  Products (the Company in
the case of Mr.  Yesner)  without Cause or by such  individual  with Good Reason
following a 'Change in Control' (as defined in the Employment Agreements).  Upon
such a termination  following a Change in Control,  Mr. Yesner shall be entitled
to a lump sum  payment  equal to three  times  the sum of (i) the  highest  base
salary paid or payable to Mr. Yesner during the twelve month period  immediately
preceding  the month in which the Change in Control  occurs,  and (ii) an amount
equal to Mr.  Yesner's  base  salary  for the year in which a Change in  Control
occurs. Upon such a termination of Mr. Pierce or Mr. Riley following a Change in
Control,  Mr.  Pierce or Mr. Riley shall be entitled to a lump sum payment equal
to one and one-half times the sum of (i) the highest base salary paid or payable
to such  individual  during the twelve month period  immediately  preceding  the
month in which the Change in Control occurs,  and (ii) an amount equal to 50% of
such  individual's base salary for the year in which a Change in Control occurs.
In addition,  Mr. Yesner may voluntarily  terminate his employment on, or within
one year after,  the  occurrence of a Change in Control and upon such  voluntary
termination, shall be entitled to a lump sum equal to three times the sum of (i)
the highest  base salary paid or payable to Mr.  Yesner  during the twelve month
period  immediately  preceding the month in which the Change in Control  occurs,
and (ii) an amount equal to Mr.  Yesner's  base salary for the year in which the
Change of Control occurs.

    The Employment  Agreements also provide that Mr. Pierce and Mr. Riley, while
employed  by Carson  Products  and during the period in which Mr.  Pierce or Mr.
Riley,  respectively,  is  receiving  payments of Base Salary (as defined in the
Employment Agreements) from Carson Products (regardless as to whether Mr. Pierce
or Mr. Riley, respectively, is employed by Carson Products), may not directly or
indirectly  (i) own,  operate,  represent,  promote,  consult  for,  control  or
participate  in the  ownership,  operation,  acquisition  or  management  of any
business   manufacturing  and/or  distributing  ethnic  hair  care  products  or
cosmetics  within a  500-mile  radius of  Carson  Products'  headquarters,  (ii)
solicit  (other  than on behalf of Carson  Products  or any of its  affiliates),
divert or take away the business of any  customers of Carson  Products or any of
its affiliates,  or any  prospective  customers of Carson Products or any of its
affiliates  whose business  Carson  Products or any of its  affiliates  actively
solicits during such officer's employment with Carson Products, or (iii) solicit
or induce any employee of Carson  Products or any of its affiliates to terminate
such employee's employment with Carson Products or such affiliates.

    In October,  1999, Mr. Yesner entered into a non-competition  agreement with
the Company which  provides that upon the  occurrence of a Triggering  Event (as
defined  below),  Mr. Yesner,  without the express prior written  consent of the
Company,  is prohibited  from engaging in any  Competitive  Business (as defined
therein) or any other competitive  activity.  The restrictions are imposed for a
five-year  period  commencing  upon  Mr.  Yesner's  termination  of  employment.
'Triggering  Event' means the noncompetition  and  nonsolicitation  restrictions
only become  effective if, prior to January 1, 2002,  either:  (i) Mr.  Yesner's
employment  is  terminated  under  circumstances  in  which  he is  entitled  to
severance under his employment  agreement  (i.e.,  upon his termination  without
'Cause' or his voluntary  resignation  within one year after the occurrence of a
change  of  control),  in  which  case  the  restrictions  automatically  become
effective, or (ii) Mr. Yesner's

                                      I-12



<PAGE>




employment  is  terminated  under  circumstances  in which he is not entitled to
severance under his employment  agreement (i.e., upon his termination for 'Cause
or his voluntary resignation prior to the occurrence of a change of control), in
which case the restrictions  become effective only if the Company elects to have
such provisions apply. If the restrictions  become effective under either of the
circumstances  described  above,  the Company shall pay to Mr. Yesner a total of
$2.5 million over the five year duration of the restrictions  ($200,000 per year
with respect to the United States and $300,000 per year with respect to the rest
of the world) payable in annual installments in arrears.

    Mr. Andrews passed away on February 21, 1999. The Employment Agreement
between Carson Products and Mr. Andrews provides for certain benefits upon a
termination of Mr. Andrews' employment upon his death. Specifically, Mr.
Andrews' Employment Agreement provides for base salary continuation for a one
month period commencing on the date of such termination. In addition, Mr.
Andrews' Employment Agreement entitled him to life insurance coverage at the
expense of Carson Products, with a death benefit equal to $5,000,000.

    As an  inducement  to Mr.  Andrews'  agreement  to  serve  as CEO of  Carson
Products, Carson Products recognized that its compensation of Mr. Andrews had to
take into  account the value of Mr.  Andrews'  option  rights to acquire  common
stock of Colgate-Palmolive  and shares of restricted stock of Colgate-Palmolive,
which Mr. Andrews forfeited as a result of his leaving Colgate-Palmolive to join
Carson  Products.  Concurrently  with the execution of Mr.  Andrews'  Employment
Agreement,  Carson Products entered into a Stock  Appreciation Units and Phantom
Stock  Agreement  with Mr.  Andrews (the 'SAR  Agreement').  Pursuant to the SAR
Agreement, Carson Products granted to Mr. Andrews stock appreciation right units
(the 'Units') and phantom stock (the 'Phantom Shares').  When exercisable,  each
Unit  entitles  Mr.  Andrews (or his  estate) to an amount  equal to the current
market price per share of  Colgate-Palmolive  common stock on the date such Unit
is exercised,  less the base value of the Unit,  as noted in the SAR  Agreement.
Upon  settlement  and  redemption,  a Phantom Share entitles Mr. Andrews (or his
estate)  to an  amount  equal  to  the  then  current  value  of  one  share  of
Colgate-Palmolive  common stock.  The Units and Phantom  Shares were to vest and
become  exercisable  over Mr. Andrews' term of employment with Carson  Products.
Mr.  Andrews was initially  granted a total of 11,534 Units.  Under the terms of
the SAR  Agreement,  2,000 Units with a base value of $34.3438  per unit,  2,467
Units with a base value of $40.625 per unit and 1,533 Units with a base value of
$62.1563 per unit were  exercisable at the time of Mr. Andrews'  death.  Because
Mr.  Andrews  died prior to the earliest  settlement  date  associated  with the
Phantom Shares, his estate forfeited any and all Phantom Share rights granted to
him. In  November,  the  Company and Mr.  Andrews'  estate  signed an  agreement
whereby the estate  relinquished  Mr.  Andrews'  right to exercise his option to
acquire 300,000 shares of Class A Common Stock in return for a cash payment from
the Company of $135,000, less such taxes required to be withheld pursuant to any
applicable  law and  relinquished  Mr.  Andrews' right with respect to all Units
granted to Mr.  Andrews  under the SAR Agreement in return for a cash payment of
$395,804.92,  less such taxes required to be withheld pursuant to any applicable
law.

COMPENSATION OF DIRECTORS

    In 1999, Leroy Keith received cash compensation in the amount of $500,000 in
compensation  for his services to the Company as the  non-executive  Chairman of
the Board of Directors.  No other Directors  received any cash  compensation for
the services as members of the Board.

    During  November 1998, the Board amended and restated the 1996  Non-Employee
Directors  Equity  Incentive  Program (the  'Outside  Directors  Program').  The
Outside  Directors  Program was  initially  approved  by the Board in 1996.  The
Outside  Directors   Program  is  designed  to  attract,   retain  and  motivate
individuals  who  the  Company  believes  are  capable  of  making   significant
contributions  to the  Board  and the  Company  generally,  and to  align  their
interests with those of the shareholders.

    The  Outside  Directors  Program  authorizes  the  issuance of up to 400,000
shares  of  the  Class  A  Common  Stock,   subject  to  adjustment  in  certain
circumstances.  Prior to the amendment and restatement of the Outside  Directors
Program, each non-employee director received, immediately

                                      I-13



<PAGE>




following  each annual  meeting of the  Company's  stockholders  (i) a number of
shares, subject to certain forfeiture restrictions,  of the Class A Common Stock
(the 'Outside Director  Restricted Shares') equal to the quotient resulting when
$25,000 is divided by the average  fair market value of the Class A Common Stock
for the five trading days preceding  such annual meeting (the 'Trading  Period')
and (ii) an option to acquire  5,000  shares of the Class A Common Stock with an
exercise  price  equal to the average  fair  market  value of the Class A Common
Stock for the Trading Period (the 'Outside Director Options').

    The amended and restated Outside Directors Program is effective for 1998 and
thereafter.  Pursuant to the Outside Directors Program, as amended and restated,
the Board has sole discretion to grant options to non-employee directors in such
amounts and subject to such restrictions,  terms and conditions as it shall deem
appropriate.  In  addition,  immediately  following  each annual  meeting of the
Company's  stockholders  occurring  after  January  1,  1999  each  non-employee
director serving on the Audit,  Compensation and/or Executive  Committees of the
Board shall  automatically be granted Outside Director  Restricted Shares.  Each
non-employee  director  serving on the Audit Committee shall receive an award of
3,500 Outside Director Restricted Shares. Each non-employee  director serving on
the  Compensation  Committee  shall receive an award of 3,500  Outside  Director
Restricted Shares. Each non-employee director serving on the Executive Committee
shall receive 5,000 Outside Director Restricted Shares. A non-employee  director
serving  on more than one  Committee  of the  Board  shall  receive  an award of
Outside  Director  Restricted  Shares  with  respect to his service on each such
Committee.  In addition,  the Board shall have  discretion  to grant  additional
Outside Director  Restricted Shares to non-employee  directors,  subject to such
restrictions, terms and conditions as the Board shall deem appropriate.

    The Outside Director Restricted Shares vest and become non-forfeitable as to
one-third of the aggregate  shares granted on each of the next succeeding  three
anniversaries of the date of grant of such Restricted  Shares. If a non-employee
director resigns voluntarily from the Board or is removed therefrom with 'cause'
(as defined in the Outside  Directors  Program),  the unvested  Outside Director
Restricted  Shares  held  by such  non-employee  director  will  be  immediately
forfeited and automatically cancelled by the Company.

    The Outside Director Options become  exercisable on the first anniversary of
the date of grant of any such option and expire on the tenth anniversary of such
date (if any such  option is not  exercised  prior  thereto by the  non-employee
director grantee). If a non-employee director resigns voluntarily from the Board
or is removed  therefrom for cause,  the Outside  Director  Options held by such
director, if then unexercisable,  will be immediately forfeited by such director
and  automatically  cancelled  by the Company or, if then  exercisable,  must be
exercised  by  such  non-employee   director  within  90  days  after  any  such
resignation or removal.

    The Outside Directors Program is administered by the Board of Directors. The
Board  has the full and final  authority  to  interpret  the  Outside  Directors
Program and to adopt and amend such rules and regulations for the administration
of the  Outside  Directors  Program  as the  committee  may deem  desirable.  In
addition,  the Board has the right to amend or terminate  the Outside  Directors
Program, subject to certain restrictions set forth therein.

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

    The  Company's   Compensation   Committee   consists  of  Melvyn  J.  Estrin
(Chairman),  James  L.  Hudson  and  Jack  Kemp,  each of  whom  is an  outside,
non-employee  member of the  Company's  Board.  The  Compensation  Committee  is
responsible for all aspects of the Company's  executive  compensation  policies,
including the  administration of the Company's 1996 LTIP. None of the members of
the  Compensation  Committee  has or any time been an officer or employee of the
Company or of any of its subsidiaries.

                                      I-14



<PAGE>



COMPENSATION COMMITTEE REPORT ON EXECUTIVE COMPENSATION

    The  Company's  executive  compensation  program has as its  foundation  the
following objectives:

     Maintaining  a  total  compensation  program  consisting  of  base  salary,
     performance  incentives and benefits designed to support the corporate goal
     of providing superior value to our stockholders and customers;

     Providing compensatory programs which serve to facilitate the recruitment,
     retention and motivation of qualified executives; and

     Rewarding key executives for achieving financial,  operating and individual
     objectives that produce a corresponding  and direct return to the Company's
     stockholders in both the long-term and the short-term.

PHILOSOPHY AND OBJECTIVES

    The Company's  compensation  philosophy  and programs are  structured to tie
executives'  total  compensation  to the overall  performance of the Company.  A
secondary  objective of the Company's  compensation  philosophy is to provide an
incentive for executives,  and to motivate them to strive for sustainable growth
in earnings,  market share, operating profits (or EBITDA),  industry leadership,
global expansion and shareholder value. In addition,  the Company's compensation
packages for its executives  are designed to attract and retain highly  talented
managers and leaders for the  positions  that the Board has deemed  essential to
the Company's long-term success-defined as five years or longer.

    Each year, the Compensation Committee will conduct a comprehensive review of
the Company's executive compensation programs. The Compensation Committee may be
assisted in these efforts by an independent  consultant  and/or by the Company's
internal staff, who provide the Compensation Committee with relevant information
and  recommendations  regarding  compensation  policies,  programs  and specific
compensation practices. This review is designed to ensure proper programs are in
place to enable the Company to achieve its strategic  and operating  objectives,
provide superior value to its  stockholders  and customers,  and to document the
Company's relative competitive position.

    To  maintain  competitive,   comprehensive  compensation,  the  Compensation
Committee  will review a comparison of the Company's  compensation  program with
those offered by  comparable  companies  within  relevant  industries.  For each
component of  compensation  (as well as total  compensation),  the  Compensation
Committee  may seek to  ensure  that the  Company's  level of  compensation  for
expected levels of performance  approximates the average for executive  officers
in  similar  positions  at  comparable  companies.  Performance  above  or below
expected  levels may be  reflected in a  corresponding  increase or reduction in
certain portions of the Company's overall compensation program.

    In accordance with the philosophy described in the preceding paragraphs, the
Compensation  Committee has  determined  that each  executive  should  receive a
portion of her/his compensation in a base salary and a portion should be awarded
on the basis of achievements as measured against the targets presented above. In
setting and adjusting both base salaries and incentive awards,  the Compensation
Committee may take into consideration  comparability indices for executives both
within the Company's  industrial sector and the prevailing  responsibilities for
business  executives  having similar roles and  responsibilities  in an expanded
context.

    The Compensation  Committee is mindful that, while every effort will be made
to recognize and evaluate the  performance of the Company's  senior  management,
this  process  cannot be  determined  by the  exclusive  use of a  predetermined
formula. The Compensation Committee,  therefore,  believes that it must also use
judgment and  discretion in  recognizing  and rewarding  specific  persons whose
individual  talents  and  contributions  have  benefited  the  Company  and  its
shareholders outside of, or in addition, to the Company's financial performance.

    The Company's  executive  compensation  program includes several  components
serving long and short-term  objectives and taking  advantage of several federal
income tax incentives which are not

                                      I-15



<PAGE>



directly  performance-based.  In addition, the Company maintains for each of its
executive  officers a package of benefits under its pension and welfare  benefit
plans that is  generally  provided to all  employees,  including a group  health
insurance plan.

LONG-TERM INCENTIVE STOCK OPTIONS

    The Compensation  Committee rewards  long-term  performance with awards made
pursuant  to the 1996 LTIP.  The  Compensation  Committee  selects  the form and
amount of long-term  awards based upon its evaluation of which vehicles are best
positioned to serve as effective incentives for long-term performance. Grants of
stock  options  under the 1996  LTIP are  intended  to  motivate  the  Company's
executives to focus on increasing the stock price over a period greater than one
year. The Compensation Committee is mindful that the Company's historical record
as a publicly traded company is limited by virtue of the relatively brief period
in which it has been listed on the New York Stock Exchange;  nonetheless, in the
absence of a five-year  historical  base, the long-term  incentive stock options
should,  for the immediate  future  (defined as the  twelve-month  period ending
December 31, 1999), be tied to specific share price increases.

TAX CONSIDERATIONS

    Section 162(m) of the Internal  Revenue Code, as amended,  generally  limits
the Company's  federal income tax deduction for compensation paid in any taxable
year to any  one of the  five  highest  paid  executive  officers  named  in the
Company's Proxy Statement to $1.0 million. The limit does not apply to specified
types of exempt  compensation,  including  payments that are not included in the
employee's  gross  income,  payments  made to or from a  tax-qualified  plan and
compensation  that qualifies as  performance-based  compensation.  Under the tax
law,  the  amount of a  performance-based  award  must be based  entirely  on an
objective   formula,   without  any  subjective   consideration   of  individual
performance.

    The Compensation  Committee has carefully considered the impact of this law.
At this time,  the  Compensation  Committee  believes it is in the Company's and
stockholders'   best  interests  to  retain  the  subjective   determination  of
individual performance and compensation levels.  Consequently,  some payments to
the  Company's  named  executive  officers  could be subject  to the  limitation
imposed by the Code  section  162(m).  Options  granted  under the 1996 LTIP are
designed to qualify as exempt performance-based compensation.

RATIONALE FOR CEO COMPENSATION

    In 1999, Mr. Yesner's compensation was determined as described above.

                                          Compensation Committee

                                          Melvyn J. Estrin, Chairman
                                          James L. Hudson
                                          Jack Kemp

                                      I-16



<PAGE>




PERFORMANCE GRAPH

    The following graph compares (i) the cumulative total stockholder  return on
the Class A Common  Stock with (ii) the  cumulative  return of the Russell  2000
Stock Index  ('Russell  2000') and a peer group  consisting  of companies in the
cosmetics and grooming  industry (the 'Peer Group').  The graph assumes that the
value of an investment in the Common Stock and in each index was $100 on October
15, 1996, and that all dividends were reinvested.

    The Russell 2000 and the Peer Group are market-capitalization weighted. The
Peer Group is comprised of 24 consumer product manufacturers, including the
following publicly traded companies: Adrien Arpel, Inc., Advantage Life
Products, Inc., Alberto-Culver Company, Inc., Applewoods, Inc., Avon Products,
Inc., Beauticontrol Cosmetics, Inc., Carson, Inc., CCA Industries, Inc.,
Chromatics Color Sciences International Inc., Del Laboratories Inc., Dial
Corporation New, French Fragrances Inc., Gillette Company, Guest Supply, Inc.,
Human Peromone Sciences, Inc., Inter Parfums Inc., Estee Lauder Cosmetics, Inc.,
Nutramax Products, Inc., Parlux Fragrances Inc., Revlon, Inc., Stephan Co.,
Styling Technology Corp., Tristar Corporation, Zegarelli Group International,
Inc.

                                 [PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
                                                                CUMULATIVE TOTAL RETURN
                                                      --------------------------------------------
                                                      10/15/96   12/96    12/97    12/98    12/99
                                                      --------   -----    -----    -----    -----
<S>                                                   <C>        <C>      <C>      <C>      <C>
Carson, Inc.........................................   100.00     90.98    43.85    26.23    21.31
Peer Group..........................................   100.00    106.16   133.05   139.93   122.35
Russell 2000........................................   100.00    108.95   143.58   134.31   132.31
</TABLE>

                                      I-17



<PAGE>




                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

MORNINGSIDE AND MCG

    On September 1, 1999,  the  Management  Assistance  Agreement by and between
Carson Products and Morningside  Capital Group,  L.L.C.  ('Morningside'),  dated
August 23,  1995 (as  amended,  the  'Morningside  Management  Agreement'),  was
terminated by mutual consent of the parties  thereto.  Following  termination of
the  Morningside   Management   Agreement,   Carson  Products   entered  into  a
substantially  similar  Management  Assistance  Agreement  with MCG Global,  LLC
('MCG') on September 1, 1999 (the 'MCG  Management  Agreement').  The  principal
members of MCG are the former principal members of Morningside.  Pursuant to the
MCG Management Agreement,  MCG agrees to supply the services of Vincent A. Wasik
(a principal member of MCG) to provide advice and assistance with respect to (i)
the  formulation of a 'strategic  direction';  (ii) the  formulation of business
plans,  capital  budgets and  financial  strategies;  (iii) the  formulation  of
marketing,  sales and operational  plans;  (iv) the evaluation of investment and
acquisition  opportunities;  and (v)  dealings  with  banks  and  other  lending
institutions. Such services are provided for a fee of $350,000 per year, payable
on a monthly basis in advance plus reimbursement for out-of-pocket expenses. The
MCG Management  Agreement  provides that Carson Products will indemnify MCG, its
members,  employees and agents,  including Mr. Wasik,  for all actions,  claims,
damages  and  liabilities  based  upon or  arising  from  the  acceptance  of or
performance of the obligations of MCG under the MCG Management  Agreement (other
than actions resulting from gross negligence,  willful  misconduct or a material
breach of the MCG  Management  Agreement by MCG or Mr. Wasik).  The  termination
date of the MCG Management  Agreement is August 23, 2003;  however,  the term of
the agreement shall continue after such termination date until terminated by not
less  than  30  days'  advance  notice  by  either  party.  Notwithstanding  the
foregoing,  the MCG Assistance Agreement will terminate upon consummation of the
Offer.

    Additionally,  for the term of the MCG Management Agreement,  MCG has agreed
that neither it nor Mr. Wasik shall  directly or indirectly  (i) own (other than
through the  ownership of five  percent (5%) or less of any class of  securities
registered under the Exchange Act), manage, operate, represent, promote, consult
for,  control  or  participate  in  the  ownership,  operation,  acquisition  or
management of any business  manufacturing  and/or  distributing ethnic hair care
products or cosmetics within a 500-mile radius of Carson Products' headquarters,
or  (ii)  solicit  (other  than  on  behalf  of  Carson  Products  or any of its
affiliates),  divert  or take  away the  business  of any  customers  of  Carson
Products  or any of  its  affiliates  or any  prospective  customers  of  Carson
Products or any of its affiliates.

AM COSMETICS

    AM Products  Company,  formerly known as  Morningside  AM Acquisition  Corp.
('AMP'),  entered into a Subscription  Agreement  dated as of June 26, 1996 (the
'Subscription  Agreement)  with Carson  Products,  providing for the purchase by
Carson  Products of 300 shares of cumulative  payment-in-kind  Preferred  Shares
(the 'AMP PIK Preferred Shares') issued by AMP, at a price of $10,000 per share.
The AMP PIK Preferred Shares were subsequently  exchanged by Carson Products for
an equal number of shares of cumulative  payment-in-kind  Preferred Shares of AM
Cosmetics,  the  parent  corporation  of AMP (the 'PIK  Preferred  Shares').  AM
Cosmetics and AMP were formed by  Morningside  on behalf of an investor group to
acquire the assets of Arthur Matney Co., Inc. Certain directors and shareholders
of the Company are or have been key management, directors and shareholders of AM
Cosmetics.  AM Cosmetics sells several brands of budget cosmetics,  one of which
is targeted at the African-American consumer.

    Concurrent  with its  investment  in AMP,  Carson  Products  entered  into a
Management  Agreement  (the  'Carson  --  AM  Management   Agreement')  with  AM
Cosmetics,  pursuant  to which  Carson  Products  agreed to manage the  business
operations of and provide  certain other  services to AM Cosmetics.  In November
1998,  AM  Cosmetics  served  written  notice of  termination  of the  Carson-AM
Management Agreement.

                                      I-18



<PAGE>




    Pursuant to the Carson-AM Management  Agreement,  the parties entered into a
manufacturing  agreement  in May  1997,  which  expired  on May 1, 1999 (the 'AM
Manufacturing Agreement'). In addition, Carson Products and AM Cosmetics entered
into a sales and marketing  agreement  (the 'AM  Sales/Marketing  Agreement') in
accordance  with the Carson-AM  Management  Agreement in 1997. In December 1998,
the  Company  served  written  notice  of  its  intention  to  terminate  the AM
Sales/Marketing Agreement.

    In December 1998, AM Cosmetics  instituted an AAA arbitration  proceeding in
New York against the Company (the 'Arbitration'). AM Cosmetics asserted that the
Company  breached (i) the Carson-AM  Management  Agreement by failing to provide
management level personnel, thus causing AM Cosmetics to hire its own management
team at its own  cost and  expense,  and (ii)  the  Manufacturing  Agreement  by
failing to pay AM  Cosmetics  for  manufacturing  certain  goods and  failing to
reimburse it for certain  marketing  and  research  costs.  The Company  filed a
counterclaim   against  AM  Cosmetics  claiming  that  AM  Cosmetics  failed  to
manufacture  products in accordance with the appropriate  specifications,  which
resulted in the manufacture of defective merchandise.

    In  addition,  on April 29,  1999,  the Company  instituted  a civil suit in
Georgia (the 'Georgia  Litigation')  alleging that AM Cosmetics  breached the AM
Sales/Marketing  and also  filed a suit in the  Superior  Court  of New  Jersey,
Bergen  County,  seeking a  declaratory  judgment  with respect to AM Cosmetics'
restructuring  and its impact  upon the PIK  Preferred  Shares  (the 'New Jersey
Litigation'). The New Jersey Litigation was dismissed without prejudice for lack
of prosecution.

    Subsequently,  in February 2000, AM Cosmetics  filed a  counterclaim  in the
Georgia Litigation alleging that from approximately June 1996 through June 1998,
the Company and AM Cosmetics were controlled and  majority-owned,  through other
entities, by Morningside,  which was controlled and majority-owned by Vincent A.
Wasik. AM Cosmetics  alleged that in order to enhance the value of the Company's
stock,  Mr.  Wasik  caused the Company and AM  Cosmetics to be operated in a way
that enhanced the Company's business at AM Cosmetics' expense.  Specifically, AM
Cosmetics  alleged that Wasik caused AM Cosmetics to enter into  contracts  with
the Company  that were  commercially  unreasonable  and/or  unprofitable  for AM
Cosmetics.

    On February 25, 2000,  Carson Products  entered into a settlement  agreement
(the  'Settlement  Agreement') with mutual releases with AM Cosmetics and AMP to
resolve  each of the  Arbitration,  the  Georgia  Litigation  and the New Jersey
Litigation and all other disputes between the parties. In addition,  the Company
obtained a release, in favor of the Company,  from certain indemnity obligations
to certain  officers  and  directors  of the Company who had been  officers  and
directors of AM Cosmetics. Pursuant to the Settlement Agreement, Carson Products
agreed to make a settlement payment totaling $2,000,000 to AM Cosmetics.  Carson
Products  paid AMP  $1,000,000  on  February  25,  2000  upon  execution  of the
Settlement  Agreement,  and agreed to make the remaining  $1,000,000  settlement
payment on the  earlier  of July 31,  2000 or the  closing  of the  Merger  (the
'Second Payment').  In addition, the PIK Preferred Shares were surrendered to AM
Cosmetics and appropriate  filings were made to terminate with prejudice each of
the Arbitration, the Georgia Litigation and the New Jersey Litigation.

    In connection  with the  settlement,  six Directors of the Company  (Messrs.
Bathgate, Butler, Estrin, Sabre, Wasik and Yesner) arranged for caused GrandBank
Inc., a Maryland state chartered bank, to issue an irrevocable  letter of credit
(the  'Letter of Credit')  in the amount of  $690,000  for the benefit of AMP to
secure a portion  of the Second  Payment.  AMP is  entitled  to make a draw down
under the Letter of Credit to the extent  that the Second  Payment  has not been
made on or prior to March 31, 2000.  The Company is required to  reimburse  such
Directors  pursuant to a letter  agreement among the Company and such Directors,
for any amounts drawn down under the Letter of Credit in  circumstances in which
the Merger is not consummated, together with interest thereon at the rate of 12%
per  annum  from  the date of the draw  down to the  date of  reimbursement.  In
circumstances  in which the Merger is  consummated,  the  Company is required to
reimburse  such  Directors  only for any amounts  drawn down under the Letter of
Credit in excess of  $531,492  (the  first  $531,492  of  reimbursement  in such
circumstance being the responsibility of the Company's largest stockholder,  DNL
Partners Limited Partnership), together with interest

                                      I-19



<PAGE>




thereon  at the rate of 12% per annum from the date of the draw down to the date
of reimbursement.  These arrangements were approved by an independent  committee
of the Board.

    Parent conditioned its willingness to enter into the Merger Agreement on the
satisfactory settlement by the Company of all disputes with AMP and AM Cosmetics
arising out of any business  relationships  between them.  The Company  believes
that it was in the Company's best interest to settle the  controversies  between
the parties and the financial  terms of the settlement  will not have a material
adverse effect on the Company.

      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934

    SECTION 16(a) OF THE SECURITIES  EXCHANGE ACT OF 1934 (THE  'EXCHANGE  ACT')
REQUIRES THE DIRECTORS, EXECUTIVE OFFICERS AND PERSONS WHO OWN BENEFICIALLY MORE
THAN  10% OF  CERTAIN  EQUITY  SECURITIES  OF THE  COMPANY  TO FILE  REPORTS  OF
OWNERSHIP  WITH THE  COMMISSION.  COPIES OF ALL SUCH  REPORTS ARE REQUIRED TO BE
FURNISHED TO THE COMPANY.  BASED ON THE REPORTS  RECEIVED BY THE COMPANY (AND ON
WRITTEN  REPRESENTATIONS FROM THE REPORTING PERSONS),  THE COMPANY BELIEVES THAT
EACH OF THE COMPANY'S DIRECTORS, OFFICERS AND 10% BENEFICIAL OWNERS OF ITS CLASS
A COMMON STOCK FILED ON A TIMELY BASIS THE REQUIRED  FORMS 3, 4 OR 5 AT THE TIME
SUCH FORMS WERE DUE, EXCEPT AS FOLLOWS:  MALCOLM YESNER,  FORM 4 WITH RESPECT TO
ONE  TRANSACTION  NOT FILED ON A TIMELY  BASIS;  AND LAWRENCE E.  BATHGATE,  II,
SUZANNE DE PASSE AND JOHN L. SABRE, FORMS 5 NOT FILED ON A TIMELY BASIS.

                                      I-20




<PAGE>




                                  EXHIBIT INDEX

<TABLE>
<CAPTION>
 EXHIBIT
 NUMBER                           DESCRIPTION                           PAGE
 ------                           -----------                           ----
<C>       <S>                                                           <C>
  *(a)(1) -- Offer to Purchase dated March 8, 2000....................
  *(a)(2) -- Letter of Transmittal with respect to Shares.............
 **(a)(3) -- Text of press release issued by Carson, Inc. dated
             February 28, 2000.........................................
   (a)(4) -- Letter to stockholders of Carson, Inc. dated March 8,
             2000......................................................
  *(a)(5) -- Form of Summary Advertisement dated March 8, 2000........
   (a)(6) -- Fairness Opinion of PaineWebber Incorporated dated
             February 18, 2000.........................................
  *(e)(1) -- Confidentiality Agreement, dated July 24, 1997, as
             amended from time to time, by and between Carson, Inc. and
             Cosmair, Inc..............................................
  *(e)(2) -- Exclusivity Agreement, dated as of February 3, 2000, by
             and between Carson, Inc. and Cosmair, Inc. and agreed to
             by DNL Partners Limited Partnership.......................
  *(e)(3) -- Agreement and Plan of Merger, dated as of February 25,
             2000, by and among Cosmair, Inc., Crayon Acquisition Corp.
             and Carson, Inc...........................................
  *(e)(4) -- Stockholders Agreement, dated as of February 25, 2000, by
             and among Cosmair,
             Inc., Crayon Acquisition Corp., Carson, Inc. and the
             stockholders signatory thereto............................
  *(e)(5) -- Employment Agreement, dated as of February 25, 2000, by
             and between Cosmair, Inc. and Malcolm R. Yesner...........
 **(e)(6) -- Settlement Agreement, dated as of February 25, 2000,
             among Carson Products Company, AM Cosmetics Corp. and AM
             Products Company..........................................
 **(e)(7) -- Release, dated as of February 25, 2000, by Carson
             Products Company in favor of AM Cosmetics Corp. and AM
             Products Company..........................................
 **(e)(8) -- Release, dated as of February 25, 2000, by AM Cosmetics
             Corp. and AM Products Company in favor of Carson Products
             Company...................................................
 **(e)(9) -- Letter Agreement, dated as of February 25, 2000, among
             Carson, Inc. and certain directors of the Company.........
***(e)(10)   -- Letter  Agreement,  dated as of  February  25,  2000,  among DNL
             Partners Limited Partnership and Cosmair, Inc.........
***(e)(11) -- Form of Indemnity Release between certain officers and
             directors of Carson, Inc. and Cosmair, Inc................
</TABLE>

---------

  * Filed as an exhibit to  Purchaser's  Tender  Offer  Statement on Schedule TO
    date March 8, 2000 and incorporated herein by reference.

 ** Incorporated by reference to the Company's  Current Report on Form 8-K filed
    on March 1, 2000.

*** To be filed by amendment.