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Rfe Investment Partners VI LP, et al. – ‘SC 13D/A’ on 10/2/00 re: Allou Health & Beauty Care Inc

On:  Monday, 10/2/00, at 12:11pm ET   ·   Accession #:  912057-0-43279   ·   File #:  5-40474

Previous ‘SC 13D’:  ‘SC 13D/A’ on 8/10/00   ·   Next & Latest:  ‘SC 13D/A’ on 8/14/01

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

10/02/00  Rfe Investment Partners VI LP     SC 13D/A               3:129K Allou Health & Beauty Care Inc    Merrill Corp/FA
          A. Dean Davis
          Andrew J. Wagner
          Howard C. Landis
          James A. Parsons
          Michael J. Foster
          RFE Associates VI, LLC
          Rfe Investment Partners VI LP
          Rfe Management Corporation

Amendment to General Statement of Beneficial Ownership   —   Schedule 13D
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D/A    Amendment to General Statement of Beneficial          26     51K 
                          Ownership                                              
 2: EX-99.1     Miscellaneous Exhibit                                  6     22K 
 3: EX-99.2     Miscellaneous Exhibit                                 30    115K

SC 13D/A   —   Amendment to General Statement of Beneficial Ownership
Document Table of Contents

Page (sequential) | (alphabetic) Top
 
11st Page   -   Filing Submission
18Item 3. Source and Amount of Funds or Other Consideration
"Item 4. Purpose of Transaction
19Item 5. Interest in the Securities of the Issuer
20Item 6. Contracts, Arrangements, Undertakings or Relationships With Respect to Securities of the Issuer
21Item 7. Material to Be Filed as Exhibits 
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 AMENDMENT NO. 2

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)

September 26, 2000
------------------
 (Date of Event which Requires Filing of this Statement)

1 


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

RFE 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 


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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)                          

23.28% of the Class A Common upon exercise of Warrants                  

14  Type of Reporting Person (See Instructions)                                 

PN                                                                      

3 


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

RFE Associates VI, LLC                                                  

2   Check the Appropriate Box if a Member of a Group (See Instructions)         

                                                                     (a) [ ]
                                                                     (b) [X]

3   SEC Use Only                                                                

4   Source of Funds (See Instructions)                                          

AF                                                                      

5   Check if Disclosure of Legal Proceedings is Required Pursuant to            
   Items 2(d) or 2(e)                                                      [ ]

6   Citizenship or Place of Organization                                        

Delaware                                                                

   Number of      (7) Sole Voting Power           1,700,000, 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 


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12  Check if the Aggregate Amount in Row (11) Excludes                          
   Certain Shares (See Instructions)                                       [ ]

13  Percent of Class Represented by Amount in Row (11)                          

23.28% of the Class A Common Stock upon the exercise of the Warrants    

14  Type of Reporting Person (See Instructions)                                 

OO - LLC                                                                

5 


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

RFE Management Corporation                                              

2   Check the Appropriate Box if a Member of a Group (See Instructions)         

                                                                       (a) [ ]
                                                                       (b) [X]

3   SEC Use Only                                                                

4   Source of Funds (See Instructions)                                          

AF                                                                      

5   Check if Disclosure of Legal Proceedings is Required Pursuant to            
   Items 2(d) or 2(e)                                                      [ ]

6   Citizenship or Place of Organization                                        

Delaware                                                                

Number of      (7) Sole Voting Power           0                        
Shares Bene-                                                            
ficially Owned                                                          
by Each                                                                 
   Reporting      (8) Shared Voting Power         1,700,000, upon the exercise
Person With                                    of the Warrants described
                            herein

(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                

6 


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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)                          

23.28% of the Class A Common Stock upon the exercise of the Warrants    

14  Type of Reporting Person (See Instructions)                                 

IA                                                                      

7 


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

A. Dean Davis                                                           

2   Check the Appropriate Box if a Member of a Group (See Instructions)         

                                                                       (a) [ ]
                                                                       (b) [X]

3   SEC Use Only                                                                

4   Source of Funds (See Instructions)                                          

AF                                                                      

5   Check if Disclosure of Legal Proceedings is Required Pursuant to            
   Items 2(d) or 2(e)                                                      [ ]

6   Citizenship or Place of Organization                                        

Number of      (7) Sole Voting Power           0                        
Shares Bene-                                                            
ficially Owned                                                          
by Each                                                                 
   Reporting      (8) Shared Voting Power         1,700,000, upon the exercise
Person With                                    of the Warrants described
                            herein

(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 


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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)                          

23.28% of the Class A Common Stock upon the exercise of the Warrants    

14  Type of Reporting Person (See Instructions)                                 

IN                                                                      

9 


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

Michael J. Foster                                                       

2   Check the Appropriate Box if a Member of a Group (See Instructions)         

                                                                     (a) [ ]
                                                                     (b) [X]

3   SEC Use Only                                                                

4   Source of Funds (See Instructions)                                          

AF                                                                      

5   Check if Disclosure of Legal Proceedings is Required Pursuant to            
   Items 2(d) or 2(e)                                                      [ ]

6   Citizenship or Place of Organization                                        

United States                                                           

Number of      (7) Sole Voting Power           0                        
Shares Bene-                                                            
ficially Owned                                                          
by Each                                                                 
   Reporting      (8) Shared Voting Power         1,700,000, upon the exercise
Person With                                    of the Warrants described
                            herein

(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


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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)                          

23.28% of the Class A Common Stock upon the exercise of the Warrants    

14  Type of Reporting Person (See Instructions)                                 

IN                                                                      

11


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

Howard C. Landis                                                        

2   Check the Appropriate Box if a Member of a Group (See Instructions)         

                                                                     (a) [ ]
                                                                     (b) [X]

3   SEC Use Only                                                                

4   Source of Funds (See Instructions)                                          

AF                                                                      

5   Check if Disclosure of Legal Proceedings is Required Pursuant to            
   Items 2(d) or 2(e)                                                      [ ]

6   Citizenship or Place of Organization                                        

United States                                                           

Number of      (7) Sole Voting Power           0                        
Shares Bene-                                                            
ficially Owned                                                          
by Each                                                                 
   Reporting      (8) Shared Voting Power         1,700,000, upon the exercise
Person With                                    of the Warrants described
                            herein

(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


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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)                          

23.28% of the Class A Common Stock upon exercise of the Warrants        

14  Type of Reporting Person (See Instructions)                                 

IN                                                                      

13


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

James A. Parsons                                                        

2   Check the Appropriate Box if a Member of a Group (See Instructions)         

                                                                     (a) [ ]
                                                                     (b) [X]

3   SEC Use Only                                                                

4   Source of Funds (See Instructions)                                          

AF                                                                      

5   Check if Disclosure of Legal Proceedings is Required Pursuant to            
   Items 2(d) or 2(e)                                                      [ ]

6   Citizenship or Place of Organization                                        

United States                                                           

Number of      (7) Sole Voting Power           0                        
Shares Bene-                                                            
ficially Owned                                                          
by Each                                                                 
   Reporting      (8) Shared Voting Power         1,700,000, upon the exercise
Person With                                    of the Warrants described
                            herein

(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


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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)                          

23.28% of the Class A Common Stock upon exercise of the Warrants        

14  Type of Reporting Person (See Instructions)                                 

IN                                                                      

15


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Cusip No. 019782101              SCHEDULE 13D                                   

1   Names of Reporting Persons                                                  
S.S. or I.R.S. Identification Nos. of Above Persons                     

Andrew J. Wagner                                                        

2   Check the Appropriate Box if a Member of a Group (See Instructions)         

                                                                     (a) [ ]
                                                                     (b) [X]

3   SEC Use Only                                                                

4   Source of Funds (See Instructions)                                          

AF                                                                      

5   Check if Disclosure of Legal Proceedings is Required Pursuant to            
   Items 2(d) or 2(e)                                                      [ ]

6   Citizenship or Place of Organization                                        

United States                                                           

Number of      (7) Sole Voting Power           0                        
Shares Bene-                                                            
ficially Owned                                                          
by Each                                                                 
   Reporting      (8) Shared Voting Power         1,700,000, upon the exercise
Person With                                    of the Warrants described
                            herein

(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                                 

16


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Reporting Person                                                        

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)                          

23.28% of the Class A Common Stock upon exercise of the Warrants        

14  Type of Reporting Person (See Instructions)                                 

IN                                                                      

17


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AMENDMENT NO. 2 TO STATEMENT ON SCHEDULE 13D

This Amendment No. 2 amends the Statement on Schedule 13D, as 
previously amended, 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").                                                          

  Items 3, 4, 5, 6, and 7 are hereby amended and restated in their
entirety as set forth below:                                                    

ITEM 3.  SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.                     

        RFE Partners is a private investment limited partnership funded by its
partners for the purpose of making investments. No portion of the purchase price
of the Class A Common Stock Purchase Warrants described herein was funded by    
borrowings from third parties for the specific purpose of acquiring, holding,   
trading or voting these securities.                                             

ITEM 4.  PURPOSE OF TRANSACTION.                                                

      On July 25, 2000, RFE Partners, Allou, and the other subsidiaries of
Allou which are also Borrowers named therein, entered into a Subordinated Note  
and Warrant Purchase Agreement ("Purchase Agreement") pursuant to which RFE     
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

18


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Hundred Thousand (400,000) shares of Class A Common Stock. The terms and        
conditions which govern the Second Note and the Second Warrant are the same as  
those which govern the initial Note and the initial Warrant, respectively.      

       (This section does not provide a complete description of the Purchase
Agreement, the Note or the Warrant, and is qualified in its entirety by         
reference to the respective agreement or document, which is listed as an exhibit
hereto and incorporated by reference from Allou's filing on Form 8-K with the   
SEC dated August 2, 2000.)                                                      

       RFE Partners purchased the Note, the Second Note, the Warrant and the
Second Warrant for investment purposes only.                                    

ITEM 5.  INTEREST IN THE SECURITIES OF THE ISSUER.                              

 (a) and (b) RFE Partners: Pursuant to the terms of the Purchase
Agreement and the Warrant and the Second Warrant (together, the "Warrants"), RFE
Partners may exercise the Warrants and thereby acquire up to 1,700,000 shares of
Class A Common Stock, representing 23.28% of the outstanding shares of the Class
A Common Stock (calculated on the basis of the 5,602,903 shares outstanding, as 
reported by Allou in its 10Q-A filed September 8, 2000, 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 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                                                

19


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his ownership interest in RFE Management, may be deemed to share the power to   
vote or direct the voting of and to dispose or direct the disposition of the    
shares of Class A Common Stock deemed to be beneficially owned by certain of the
Reporting Persons. Each such individual disclaims beneficial ownership of all   
such shares of Class A Common Stock. No such individual owns of record any      
shares of Common Stock.                                                         

See also ITEM 6.                                              

    (c) Except as described in this Statement, none of the entities or
persons named in ITEM 2 has effected any transaction in the Company's securities
in the past 60 days.                                                            

        (d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of, the  
securities that are the subject of this Statement.                              

(e)      Not applicable.                                      

ITEM 6.  CONTRACTS, ARRANGEMENTS, UNDERTAKINGS OR RELATIONSHIPS WITH RESPECT TO 
SECURITIES OF THE ISSUER.                                                       

        On July 25, 2000, RFE Partners, Allou and 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.                                                                 

According to the terms of the Purchase Agreement, if Allou has
understated the number of shares of capital stock outstanding as of the date of 
the Purchase Agreement, Allou is obligated to issue RFE Partners an additional  
Warrant(s), exercisable for additional shares of Class A Common, where the      
number of such additional shares is a function of the number of shares actually 
outstanding as of the date of the Purchase Agreement. Also, pursuant to the     
Purchase Agreement and the 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                               

20


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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.                                                                       

  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 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 or the Second Warrant and is qualified by reference to the      
applicable document, which is attached as an exhibit hereto.                    

ITEM 7.  MATERIAL TO BE FILED AS EXHIBITS.                                      

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Exhibit A     Agreement among the Reporting Persons regarding filing of         
Schedule 13D                                        

Exhibit B     Senior Subordinated Note and Warrant Purchase Agreement           

Exhibit C     12% Senior Subordinated Note                                      

Exhibit D     Class A Common Stock Purchase Warrant                             

Exhibit E     Co-Sale, Voting and Preemptive Rights Agreement                   

Exhibit F     Registration Rights Agreement                                     

Exhibit G     Second Note (filed herewith)                                      

Exhibit H     Second Warrant (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.                                                                      

22


SC 13D/A23rd Page of 26TOC1stPreviousNext↓BottomJust 23rd

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: September 26, 2000                                                       
                    RFE Investment Partners VI, L.P.

               By: RFE Associates VI, LLC,
               its General Partner

             By: /s/ Michael J. Foster
                               -----------------------------------
                  Title: Managing Member

          RFE Associates VI, LLC

             By: /s/ Michael J. Foster
                               -----------------------------------
                  Title: Managing Member

     /s/ A. Dean Davis
                           ---------------------------------------
 A. Dean Davis

         /s/ Michael J. Foster
                           ---------------------------------------
     Michael J. Foster

        /s/ Howard C. Landis
                           ---------------------------------------
    Howard C. Landis

        /s/ James A. Parsons
                           ---------------------------------------
    James A. Parsons

        /s/ Andrew J. Wagner
                           ---------------------------------------
    Andrew J. Wagner

23


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              RFE Management Corporation

             By: /s/ Michael J. Foster
                               -----------------------------------
                               Title: Vice President and Secretary

24


SC 13D/A25th Page of 26TOC1stPreviousNext↓BottomJust 25th

 EXHIBIT A

  Each of the undersigned hereby agrees that the Amendment No.2 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: September 26, 2000                                               

                    RFE Investment Partners VI, L.P.
               By: RFE Associates VI, LLC,
               its General Partner

             By: /s/ Michael J. Foster
                               -----------------------------------
                  Title: Managing Member

          RFE Associates VI, LLC

             By: /s/ Michael J. Foster
                               -----------------------------------
                  Title: Managing Member

     /s/ A. Dean Davis
                           ---------------------------------------
 A. Dean Davis

         /s/ Michael J. Foster
                           ---------------------------------------
     Michael J. Foster

        /s/ Howard C. Landis
                           ---------------------------------------
    Howard C. Landis

        /s/ James A. Parsons
                           ---------------------------------------
    James A. Parsons

        /s/ Andrew J. Wagner
                           ---------------------------------------
    Andrew J. Wagner

25


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              RFE Management Corporation

             By: /s/ Michael J. Foster
                               -----------------------------------
                               Title: Vice President and Secretary

26

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘SC 13D/A’ Filing    Date First  Last      Other Filings
7/25/0521
Filed on:10/2/00
9/26/00125
9/8/001910-Q/A
8/2/0019228-K
7/25/001821
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