-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, C04O0bL3zIPVAJ5t9ONk+z/ij49z7/r+hjs+uzKc+u1T83Gz6ScgtVmoDHO7uWr8 z4An/9tSl33CxbNWeryCkg== 0000912057-01-528732.txt : 20010816 0000912057-01-528732.hdr.sgml : 20010816 ACCESSION NUMBER: 0000912057-01-528732 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010814 GROUP MEMBERS: A. DEAN DAVIS GROUP MEMBERS: HOWARD C. LANDIS GROUP MEMBERS: JAMES A. PARSONS GROUP MEMBERS: MICHAEL J. FOSTER GROUP MEMBERS: RFE ASSOCIATES VI, LLC GROUP MEMBERS: RFE MANAGEMENT CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLOU HEALTH & BEAUTY CARE INC CENTRAL INDEX KEY: 0000846538 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 112953972 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40474 FILM NUMBER: 1714040 BUSINESS ADDRESS: STREET 1: 50 EMJAY BLVD CITY: BRENTWOOD STATE: NY ZIP: 11717 BUSINESS PHONE: 5162734000 MAIL ADDRESS: STREET 1: 50 EMJAY BLVD CITY: BRENTWOOD STATE: NY ZIP: 11717 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: RFE INVESTMENT PARTNERS VI L P CENTRAL INDEX KEY: 0001063962 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 061516771 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 36 GROVE STREET CITY: NEW CANAAN STATE: CT ZIP: 06840 BUSINESS PHONE: 2039662800 SC 13D/A 1 a2057176zsc13da.txt SC 13D/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549 AMENDMENT NO. 3 to SCHEDULE 13D Under the Securities Exchange Act of 1934 ALLOU HEALTH & BEAUTY CARE, INC. -------------------------------- (Name of Issuer) CLASS A COMMON STOCK, $0.001 PAR VALUE PER SHARE ------------------------------------------------ (Title of Class of Securities) 019782101 --------- (CUSIP Number) RFE Investment Partners VI, L.P. 36 Grove Street New Canaan, CT 06840 Telephone: (203) 966-2800 Attention: Mr. Howard C. Landis with a copy to: Finn Dixon & Herling LLP One Landmark Square Stamford, CT 06901 Telephone: (203) 325-5000 Attention: Charles J. Downey III, Esq. -------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) August 13, 2001 --------------- (Date of Event which Requires Filing of this Statement) 1 Cusip No. 019782101 SCHEDULE 13D 1 Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons RFE Investment Partners VI, L.P. 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3 SEC Use Only 4 Source of Funds (See Instructions) WC 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 1,700,000, upon the exercise Shares Bene- of the Warrants described ficially Owned herein by Each Reporting (8) Shared Voting Power 0 Person With (9) Sole Dispositive Power 1,700,000, upon the exercise of the Warrants described herein (10) Shared Dispositive Power 0 11 Aggregate Amount Beneficially Owned by Each Reporting Person 2 1,700,000, upon the exercise of the Warrants described herein 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 23.17% of the Class A Common upon exercise of Warrants 14 Type of Reporting Person (See Instructions) PN 3 Cusip No. 019782101 SCHEDULE 13D 1 Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons RFE Associates VI, LLC 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 1,700,000, upon the exercise Shares Bene- of the Warrants described ficially Owned herein by Each Reporting (8) Shared Voting Power 0 Person With (9) Sole Dispositive Power 1,700,000, upon the exercise of the Warrants described herein (10) Shared Dispositive Power 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,700,000, upon the exercise of the Warrants 4 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 23.17% of the Class A Common Stock upon the exercise of the Warrants 14 Type of Reporting Person (See Instructions) OO - LLC 5 Cusip No. 019782101 SCHEDULE 13D 1 Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons RFE Management Corporation 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization Delaware Number of (7) Sole Voting Power 0 Shares Bene- ficially Owned (8) Shared Voting Power 1,700,000, upon the exercise by Each of the Warrants described Reporting herein Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 1,700,000, upon the exercise of the Warrants described herein 11 Aggregate Amount Beneficially Owned by Each Reporting Person 1,700,000, upon the exercise of the Warrants 6 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 23.17% of the Class A Common Stock upon the exercise of the Warrants 14 Type of Reporting Person (See Instructions) IA 7 Cusip No. 019782101 SCHEDULE 13D 1 Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons A. Dean Davis 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States Number of (7) Sole Voting Power 0 Shares Bene- ficially Owned (8) Shared Voting Power 1,700,000, upon the exercise by Each of the Warrants described Reporting herein Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 1,700,000, upon the exercise of the Warrants described herein 11 Aggregate Amount Beneficially Owned by Each Reporting Person 8 1,700,000, upon the exercise of the Warrants 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 23.17% of the Class A Common Stock upon the exercise of the Warrants 14 Type of Reporting Person (See Instructions) IN 9 Cusip No. 019782101 SCHEDULE 13D 1 Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Michael J. Foster 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States Number of (7) Sole Voting Power 0 Shares Bene- ficially Owned (8) Shared Voting Power 1,700,000, upon the exercise by Each of the Warrants described Reporting herein Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 1,700,000, upon the exercise of the Warrants described herein 11 Aggregate Amount Beneficially Owned by Each Reporting Person 10 1,700,000, upon the exercise of the Warrants 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 23.17% of the Class A Common Stock upon the exercise of the Warrants 14 Type of Reporting Person (See Instructions) IN 11 Cusip No. 019782101 SCHEDULE 13D 1 Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons Howard C. Landis 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States Number of (7) Sole Voting Power 0 Shares Bene- ficially Owned (8) Shared Voting Power 1,700,000, upon the exercise by Each of the Warrants described Reporting herein Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 1,700,000, upon the exercise of the Warrants described herein 11 Aggregate Amount Beneficially Owned by Each Reporting Person 12 1,700,000, upon the exercise of the Warrants 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 23.17% of the Class A Common Stock upon exercise of the Warrants 14 Type of Reporting Person (See Instructions) IN 13 Cusip No. 019782101 SCHEDULE 13D 1 Names of Reporting Persons S.S. or I.R.S. Identification Nos. of Above Persons James A. Parsons 2 Check the Appropriate Box if a Member of a Group (See Instructions) (a) [ ] (b) [X] 3 SEC Use Only 4 Source of Funds (See Instructions) AF 5 Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) [ ] 6 Citizenship or Place of Organization United States Number of (7) Sole Voting Power 0 Shares Bene- ficially Owned (8) Shared Voting Power 1,700,000, upon the exercise by Each of the Warrants described Reporting herein Person With (9) Sole Dispositive Power 0 (10) Shared Dispositive Power 1,700,000, upon the exercise of the Warrants described herein 11 Aggregate Amount Beneficially Owned by Each Reporting Person 14 1,700,000, upon the exercise of the Warrants 12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) [ ] 13 Percent of Class Represented by Amount in Row (11) 23.17% of the Class A Common Stock upon exercise of the Warrants 14 Type of Reporting Person (See Instructions) IN 15 AMENDMENT NO. 3 TO STATEMENT ON SCHEDULE 13D This Amendment No. 3 amends the Statement on Schedule 13D, as previously amended (as amended, the "Schedule 13D"), filed by the reporting persons identified on the signature pages hereto with respect to the Class A Common Stock, $.001 par value per share (the "Class A Common Stock"), of Allou Health & Beauty Care, Inc., a Delaware corporation ("Allou"). ITEM 2. IDENTITY AND BACKGROUND. Item 2(a) is hereby amended to add the following: In October 2000, Andrew J. Wagner ceased to be a managing member of RFE Associates (as defined below) and is no longer a Reporting Person (as defined below). ITEM 4. PURPOSE OF TRANSACTION. Item 4 is hereby amended and restated in its entirety as set forth below: On July 25, 2000, RFE Partners, Allou, and the other subsidiaries of Allou which are also Borrowers named therein, entered into a Subordinated Note and Warrant Purchase Agreement ("Purchase Agreement") pursuant to which RFE Partners purchased a 12% Senior Subordinated Promissory Note in the face amount of Eleven Million Four Hundred Seventy Thousand Five Hundred Eighty Eight Dollars ($11,470,588.00), issued by Allou and the other Borrowers named therein, dated as of July 25, 2000 ("Note"), and received a Class A Common Stock Warrant issued by Allou, dated as of July 25, 2000 ("Warrant"), which is exercisable for One Million Three Hundred Thousand (1,300,000) shares of Class A Common Stock. The exercise price of the Warrant is initially $4.50 per share, but is subject to adjustment based upon earnings per share and EBITDA criteria, and is further subject to anti-dilution adjustment, all as set forth in the Warrant. The Purchase Agreement contemplated that RFE Partners might purchase an additional note or notes and an additional Warrant or Warrants exercisable for additional shares of Class A Common Stock, which additional shares may number from Four Hundred Thousand (400,000) to Six Hundred Eighty Three Thousand Three Hundred Thirty Three (683,333). On September 26, 2000, RFE Partners, Allou, and the other subsidiaries of Allou which are also Borrowers named therein, entered into Amendment No. 1 to the Purchase Agreement, pursuant to which RFE Partners purchased a 12% Senior Subordinated Promissory Note in the face amount of Three Million Five Hundred Twenty Nine Thousand Four Hundred Twelve Dollars ($3,529,412.00), issued by Allou and the other Borrowers named therein, dated as of September 26, 2000 ("Second Note"), and received a Class A Common Stock Warrant issued by Allou, dated as of September 26, 2000 ("Second Warrant"), which is exercisable for Four Hundred Thousand (400,000) shares of Class A Common Stock. The terms and conditions 16 which govern the Second Note and the Second Warrant are the same as those which govern the initial Note and the initial Warrant, respectively. On, August 13, 2001, RFE Partners and Allou entered into an Amendment No. 1 to Class A Common Stock Purchase Warrants (the "Warrant Amendment"), amending and restating certain sections of and waiving the satisfaction of certain conditions with respect to the Warrant and the Second Warrant (together, as so amended, the "Warrants"). (This ITEM 4 does not provide a complete description of the Purchase Agreement, the Note or the Warrant, and is qualified in its entirety by reference to the respective agreement or document, which is listed as an exhibit hereto and incorporated by reference from Allou's filing on Form 8-K with the SEC dated August 2, 2000. Further, this ITEM 4 does not provide a complete description of the Second Note, the Second Warrant or the Warrant Amendment, and is qualified in its entirety by reference to the respective agreement or document, which is attached as an exhibit hereto.) RFE Partners purchased the Note, the Second Note, the Warrant and the Second Warrant for investment purposes only. ITEM 5. INTEREST IN THE SECURITIES OF THE ISSUER. Item 5 is hereby amended and restated in its entirety as set forth below: (a) and (b) RFE Partners: Pursuant to the terms of the Purchase Agreement, the Warrants and the Warrant Amendment, RFE Partners may exercise the Warrants and thereby acquire up to 1,700,000 shares of Class A Common Stock, representing 23.17% of the outstanding shares of the Class A Common Stock (calculated on the basis of the 5,636,484 shares outstanding, as reported by Allou in its Form 10Q filed February 14, 2001, plus the shares issuable upon exercise of the Warrants). RFE Partners does not own of record any shares of Class A Common Stock or any shares of the Class B Common Stock, $.001 par value per share, of the Company (the "Class B Common Stock" and, together with the Class A Common Stock, the "Common Stock"). RFE Associates: By virtue of its position as the general partner of RFE Partners, RFE Associates may be deemed to have the power to vote or direct the voting of and to dispose or direct the disposition of, the shares of Class A Common Stock over which RFE Partners may be deemed to have the power to vote or direct the voting and to dispose or direct the disposition. RFE Associates does not own of record any shares of Class A Common Stock or Class B Common Stock. RFE Management: By virtue of its function as investment advisor to RFE Partners, RFE Management may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of, the shares of Class A Common Stock over which RFE Partners may be 17 deemed to have the power to vote or direct the voting and to dispose or direct the disposition. RFE Management disclaims any beneficial ownership of all such shares of Class A Common Stock. RFE Management does not own of record any shares of Class A Common Stock or Class B Common Stock. Each of the individuals identified in ITEM 2, by virtue of his position as a managing member of RFE Associates, and, with respect to Messrs. Landis, Foster and Parsons, by virtue of his ownership interest in RFE Management, may be deemed to share the power to vote or direct the voting of and to dispose or direct the disposition of the shares of Class A Common Stock deemed to be beneficially owned by certain of the Reporting Persons. Each such individual disclaims beneficial ownership of all such shares of Class A Common Stock. No such individual owns of record any shares of Common Stock. See also ITEM 6. (c) On March 31, 2001, conditional put rights held by RFE Partners with respect to the Warrants became exercisable because Allou failed to satisfy certain conditions (described in ITEM 6) as of the end of its fiscal year then ended. Pursuant to the Warrant Amendment, the satisfaction of such conditions was waived by RFE Partners with respect to the fiscal year ended March 31, 2001. Therefore, the March 31, 2001 vesting of the conditional put rights was rescinded pursuant to the terms of the Warrant Amendment and such conditional put rights are not presently excercisable. (d) No other person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities that are the subject of this Statement. (e) Not applicable. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. Item 6 is hereby amended and restated in its entirety as set forth below: On July 25, 2000, RFE Partners, Allou and other Borrowers entered into the Purchase Agreement pursuant to which RFE Partners purchased the Note and the Warrant. On September 26, 2000, RFE Partners purchased the Second Note and the Second Warrant. On August 13, 2001, RFE Partners and Allou entered into the Warrant Amendment. According to the terms of the Purchase Agreement, if Allou has understated the number of shares of capital stock outstanding as of the date of the Purchase Agreement, Allou is obligated to issue RFE Partners an additional Warrant(s), exercisable for additional shares of 18 Class A Common, where the number of such additional shares is a function of the number of shares actually outstanding as of the date of the Purchase Agreement. Also, pursuant to the Purchase Agreement and the initial Note and the Second Note (the initial Note and the Second Note together, the "Notes"), Allou and the other Borrowers are obligated to offer to repurchase the Notes and the Warrants upon certain "Mandatory Repurchase Events," (as defined in the Purchase Agreement) including any transaction or series of transactions pursuant to which Victor Jacobs, Herman Jacobs and Jack Jacobs (collectively, the "Jacobs") cease to hold at least 40% of the total voting interest of all outstanding equity of Allou, on a fully-diluted basis. The terms and conditions of the Purchase Agreement include usual and customary Events of Default (as described in the Purchase Agreement); the occurrence of a Mandatory Repurchase Event is also an Event of Default. According to the terms of the Notes, Allou may, in certain circumstances, issue shares of Class A Common Stock in lieu of up to four interest payments due to RFE Partners pursuant to the Notes. Under the terms of the Warrants, if Allou fails to achieve certain earnings, earnings per share or daily trading volume thresholds, the holders of a majority of the outstanding Warrants may, at any time from and after July 25, 2005, require Allou to purchase all of the remaining Warrants at a price of $8.00 per Warrant, as adjusted for splits, reverse splits, stock dividends and the like. The failure by Allou to achieve such thresholds with respect to its fiscal year ended March 31, 2001 has been waived by RFE pursuant to the Warrant Amendment. In conjunction with the transaction contemplated by the Purchase Agreement, RFE Partners, Allou, and the Jacobs entered into a Co-Sale, Voting and Preemptive Rights Agreement ("Voting Agreement"). The Voting Agreement grants certain rights to holders of the Warrants, and the underlying shares of Class A Common Stock, to participate in certain transactions with the Jacobs, should the Jacobs enter into any transaction to sell shares of Allou's capital stock. In particular, each of the Jacobs has agreed pursuant to the Voting Agreement that, except in the case of a DE MINIMUS transfer of shares of Common Stock of Allou or transfers to family members or family-related entities (which family members are bound to comply with the Voting Agreement), he shall provide a right to the holders of the Warrants and the shares of Class A Common Stock issuable pursuant to the Warrants to transfer a PRO RATA portion of shares of Class A Common Stock on the same terms and conditions. Further, under certain circumstances, Allou has granted the holders of the Warrants and the shares of Class A Common Stock issuable pursuant to the Warrants certain preemptive rights in the event that Allou issues additional shares of capital stock. Also in conjunction with the transaction contemplated by the Purchase Agreement, Allou and RFE Partners entered into a Registration Rights Agreement, dated July 25, 2000 ("Registration Rights Agreement"), pursuant to which Allou granted certain rights to the holders 19 of the Warrants and the shares of Class A Common Stock issuable pursuant to the Warrants to demand registration of its shares, to have shares of Class A Common Stock included should Allou initiate a registration of Class A Common Stock, and to sell shares of Common Stock from time to time pursuant to registration statements on Form S-3. This ITEM 6 does not provide a complete description of the Purchase Agreement, the Note, the Warrant, the Voting Agreement or the Registration Rights Agreement, and is qualified in its entirety by reference to the respective agreement or document, which is listed as an exhibit hereto and incorporated by reference from Allou's filing on Form 8-K with the SEC dated August 2, 2000. Further, this ITEM 6 does not provide a complete description of the Second Note, the Second Warrant or the Warrant Amendment and is qualified by reference to the respective agreement or document, which is attached as an exhibit hereto. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Item 7 is hereby amended and restated in its entirety as set forth below: Exhibit A Agreement among the Reporting Persons regarding filing of Schedule 13D (filed herewith) Exhibit B Senior Subordinated Note and Warrant Purchase Agreement Exhibit C 12% Senior Subordinated Note Exhibit D Class A Common Stock Purchase Warrant Exhibit E Co-Sale, Voting and Preemptive Rights Agreement Exhibit F Registration Rights Agreement Exhibit G Second Note (filed with Amendment No. 2 to the Schedule 13D on October 2, 2000) Exhibit H Second Warrant (filed with Amendment No. 2 to the Schedule 13D on October 2, 2000) Exhibit I Warrant Amendment (filed herewith) Exhibits B, C, D, E, and F have been filed by Allou as part of its filing on Form 8-K dated August 2, 2000, and are incorporated herein by this reference. 20 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: August 14, 2001 RFE Investment Partners VI, L.P. By: RFE Associates VI, LLC, its General Partner By: /s/ HOWARD C. LANDIS -------------------------------------- Title: Managing Member RFE Associates VI, LLC By: /s/ HOWARD C. LANDIS -------------------------------------- Title: Managing Member /s/ A. DEAN DAVIS -------------------------------------------- A. Dean Davis /s/ MICHAEL J. FOSTER -------------------------------------------- Michael J. Foster /s/ HOWARD C. LANDIS -------------------------------------------- Howard C. Landis /s/ JAMES A. PARSONS -------------------------------------------- James A. Parsons RFE Management Corporation By: /s/ HOWARD C. LANDIS -------------------------------------- Title: Vice President and Treasurer 21 EX-99.(A) 3 a2057176zex-99_a.txt EXHIBIT 99(A) EXHIBIT A Each of the undersigned hereby agrees that the Amendment No.3 to Schedule 13D filed on the date hereof with respect to the shares of Class A Common Stock of Allou Health & Beauty Care, Inc. has been filed on behalf of the undersigned. SIGNATURE: Dated: August 14, 2001 RFE Investment Partners VI, L.P. By: RFE Associates VI, LLC, its General Partner By: /s/ HOWARD C. LANDIS -------------------------------------- Title: Managing Member RFE Associates VI, LLC By: /s/ HOWARD C. LANDIS -------------------------------------- Title: Managing Member /s/ A. DEAN DAVIS -------------------------------------------- A. Dean Davis /s/ MICHAEL J. FOSTER -------------------------------------------- Michael J. Foster /s/ HOWARD C. LANDIS -------------------------------------------- Howard C. Landis /s/ JAMES A. PARSONS -------------------------------------------- James A. Parsons RFE Management Corporation By: /s/ HOWARD C. LANDIS -------------------------------------- Title: Vice President and Treasurer EX-99.(I) 4 a2057176zex-99_i.txt EXHIBIT 99(I) EXHIBIT I AMENDMENT No. 1 TO CLASS A COMMON STOCK PURCHASE WARRANTS Reference is made to (i) that certain Class A Common Stock Purchase Warrant to purchase 1,300,000 shares of Class A Common Stock of Allou Health & Beauty Care, Inc., a Delaware corporation (the "Company") dated July 25, 2000, issued to RFE Investment Partners VI, L.P. ("RFE"), and (ii) that certain Class A Common Stock Purchase Warrant to purchase 400,000 shares of Class A Common Stock of the Company, dated September 26, 2000, issued to RFE (collectively, the "Warrants"). This Amendment No. 1 to the Warrants is made as of August 13, 2001, by and between the Company and RFE. Capitalized terms used herein and not otherwise defined have the meanings assigned to them in the Purchase Agreement (as defined in the Warrants). WHEREAS, the parties wish to amend Section 9.1(d)(i) of each of the Warrants as provided herein to modify the conditions to the Put Right Condition (as defined in the Warrants). NOW, THEREFORE, incorporating the above recitals and for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree to amend each of the Warrants as follows: 1. RESTATEMENT OF SECTION 9.1(D)(I) OF THE WARRANTS. Section 9.1(d)(i) of each of the Warrants is amended and restated in its entirety to read as shown in ATTACHMENT 1 hereto. RFE hereby confirms that RFE waives satisfaction of the Put Right Condition as of the end of the Company's fiscal year ended March 31, 2001, and confirms that the Put Right Condition shall not be deemed satisfied as of such date (provided that such waiver applies to the fiscal year ended March 31, 2001 and does not apply to any future satisfaction of the Put Right Condition as of any future date). 2. REPRESENTATION AND WARRANTIES. The Company represents and warrants to RFE that: (a) The execution, delivery and performance of this Amendment (i) are within the corporate authority of the Company, (ii) have been duly authorized by all necessary corporate or other requisite proceedings (and no stockholder approval is required for this Amendment), (iii) do not conflict with, result in a breach or default (whether with notice or passage or time, or both), or result in any contravention of any provision of law, statute, rule, AMEX or other self- regulatory organization rule or regulation to which the Company or any of its Subsidiaries is subject or any judgment, order, writ, injunction, license or permit applicable to the Company or any of its Subsidiaries and (iv) do not conflict with, result in a breach or default (whether with notice or passage or time, or both) or result in the creation of any lien on the properties or assets of the Company or any of its Subsidiaries under, any provision of the organizational documents or bylaws of, or any material agreement or other material instrument binding upon, the Company, any of its Subsidiaries or any of their respective assets. (b) There exists no condition and that no event has occurred or is continuing which constitutes an Event of Default or would constitute an Event of Default but for the requirement that notice be given, or that time elapse, or both. 3. NO OTHER CHANGES. Other than the provisions of the Warrants addressed by this Amendment, the Warrants, the Purchase Agreement and the other Subordinated Notes Documents remain in full force and effect and are hereby reaffirmed by the parties. All references to the Warrants in the Purchase Agreement or any of the other Subordinated Notes Documents shall refer to the Warrants, as amended hereby. IN WITNESS WHEREOF, the parties hereto have executed this Amendment No. 1 to the Warrants as of the date first above written. Company: ALLOU HEALTH & BEAUTY CARE, INC. By: /s/ DAVID SHAMILZADEH -------------------------------------------- Name: David Shamilzadeh Title: President and Chief Financial Officer Warrantholder: RFE INVESTMENT PARTNERS VI, L.P. By: RFE Associates VI, LLC, its General Partner By: /s/ HOWARD C. LANDIS -------------------------------------------- Name: Howard C. Landis Title: Managing Member ATTACHMENT 1 SECTION 9.1(d)(i) OF EACH OF THE WARRANTS, AS AMENDED AND RESTATED (d)(i) The Put Right Condition shall be deemed automatically satisfied if and when the Company has failed to achieve any one of the following conditions as at or as of the end of each applicable fiscal year:
- ----------------------------------------------------------------------------------------------- Fiscal Year End Put Right Condition Put Right Condition Put Right Condition satisfied if Diluted satisfied if EBIT for satisfied if average EPS for any such any such Fiscal Year daily trading volume fiscal year is not is not greater than: for Class A Common greater than: Stock (as reported by AMEX) for any such fiscal year is not greater than: - ----------------------------------------------------------------------------------------------- March 31, 2001** $1.25* $32,000,000 50,000 shares* - ----------------------------------------------------------------------------------------------- March 31, 2002 $1.50* $40,000,000 80,000 shares* - ----------------------------------------------------------------------------------------------- March 31, 2003 $1.80* $48,000,000 100,000 shares* - ----------------------------------------------------------------------------------------------- March 31, 2004 $1.80* $48,000,000 100,000 shares* - ----------------------------------------------------------------------------------------------- March 31, 2005 $1.80* $48,000,000 100,000 shares* - -----------------------------------------------------------------------------------------------
*As adjusted for splits, reverse splits, stock dividends and the like. **As noted in this Amendment, the holder of the Warrants waives satisfaction of the Put Right Condition as of March 31, 2001 (but not prospectively as to any future date). -----END PRIVACY-ENHANCED MESSAGE-----