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                        [Paste-up Armor All Letterhead]
 
                                                                December 2, 1996
 
Dear Stockholder:
 
    I am pleased to inform you that on November 26, 1996, Armor All Products
Corporation ("Armor All") entered into an Agreement and Plan of Merger, as
amended, (the "Merger Agreement") with The Clorox Company and Shield Acquisition
Corporation (the "Purchaser"). Pursuant to the Merger Agreement, the Purchaser
today commenced a tender offer to purchase all outstanding shares of Armor All's
Common Stock (the "Shares") for $19.09 per share in cash. Additionally, holders
of record on December 2, 1996 will be paid the previously declared, regular
quarterly dividend equal to $0.16 per Share on January 2, 1997. Under the Merger
Agreement, the tender offer will be followed by a merger in which any remaining
Shares (other than Shares held by dissenting Stockholders, if applicable) will
be converted into the same consideration as is paid in the tender offer.
 
    Your Board of Directors has unanimously approved the Merger Agreement, the
tender offer and the merger and has determined that the tender offer and merger
are fair to, and in the best interests of, Armor All and its stockholders.
Accordingly, the Board of Directors recommends that stockholders tender their
Shares.
 
    In arriving at its recommendation, the Board of Directors gave careful
consideration to a number of factors which are described in the enclosed
Schedule 14D-9, including, among other things, the opinion of PaineWebber,
Incorporated, Armor All's financial advisor, that the cash consideration of
$19.09 per share to be received by the stockholders pursuant to the offer and
the merger is fair to such stockholders from a financial point of view.
 
    Additional information with respect to the transaction is contained in the
enclosed Schedule 14D-9, and we urge you to consider this information carefully.
 
                                          Sincerely,
 
                                          KENNETH M. EVANS
                                          --------------------------------------
 
                                          Kenneth M. Evans
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
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ITEM 1. SECURITY AND SUBJECT COMPANY
 
    The name of the subject company is Armor All Products Corporation, a
Delaware corporation (the "Company"), and the address of the principal executive
offices of the Company is 6 Liberty, Aliso Viejo, California 92656-3829. The
title of the class of equity securities to which this statement relates is the
common stock, par value $0.01 per share, of the Company (the "Common Stock").
 
ITEM 2. TENDER OFFER OF THE PURCHASER.
 
    This statement relates to a tender offer by Shield Acquisition Corporation,
a Delaware corporation (the "Purchaser"), and a wholly owned subsidiary of The
Clorox Company, a Delaware corporation ("Parent"), disclosed in a Tender Offer
Statement on Schedule 14D-1, dated December 2, 1996 (the "Schedule 14D-1"), to
purchase all outstanding shares of Common Stock (the "Shares"), at a price of
$19.09 per Share, net to the seller in cash, upon the terms and subject to the
conditions set forth in the Offer to Purchase, dated December 2, 1996 (the
"Offer to Purchase"), and the related Letter of Transmittal (which together
constitute the "Offer").
 
    The Offer is being made pursuant to an Agreement and Plan of Merger, dated
as of November 26, 1996, as amended, (the "Merger Agreement"), among Parent, the
Purchaser and the Company. The Merger Agreement provides, among other things,
that as soon as practicable after the satisfaction or waiver of the conditions
set forth in the Merger Agreement, the Purchaser will be merged with and into
the Company (the "Merger"), and the Company will continue as the surviving
corporation (the "Surviving Corporation"). Copies of the Merger Agreement and
the first amendment thereto are attached hereto as Exhibit 1 and Exhibit 1.1,
respectively, and incorporated herein by reference.
 
    As set forth in the Schedule 14D-1, the principal executive offices of the
Purchaser and Parent are located at 1221 Broadway, Oakland, California
94612-1888.
 
ITEM 3. IDENTITY AND BACKGROUND.
 
    (a) The name and address of the Company, which is the person filing this
statement, are set forth in Item 1 above.
 
    (b) Each material contract, agreement, arrangement and understanding and
actual or potential conflict of interest between the Company or its affiliates
and: (i) its executive officers, directors or affiliates or (ii) the Purchaser,
its executive officers, directors or affiliates, is described in the attached
Schedule I (which information is incorporated herein by reference) or in pages 2
through 16 of the Company's Proxy Statement dated as of June 18, 1996 and
attached hereto as Exhibit 4 (which information is incorporated herein by
reference) or set forth below.
 
ARRANGEMENTS WITH PARENT, PURCHASER OR THEIR AFFILIATES
 
    THE MERGER AGREEMENT
 
    On November 26, 1996, Parent, the Purchaser and the Company entered into the
Merger Agreement, pursuant to which Purchaser agreed to make the Offer. The
following description of the Merger Agreement does not purport to be complete
and is qualified by reference to the text of the Merger Agreement, a copy of
which is filed as Exhibit 1 hereto and is incorporated herein by reference.
Capitalized terms not otherwise defined herein shall have the meanings set forth
in the Merger Agreement.
 
    THE OFFER.  The Merger Agreement provides for the making of the Offer by the
Purchaser. The obligation of the Purchaser to accept for payment and pay for
Shares tendered is subject to the satisfaction of the conditions described in
Annex A to the Merger Agreement. The Merger Agreement provides that the
Purchaser may not decrease the Offer Price, extend the expiration date of the
Offer beyond the
 
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twentieth business day following commencement thereof or otherwise amend any
other condition of the Offer in any manner adverse to the holders of the Shares
without the prior written consent of the Company; provided, that the Purchaser
may extend the expiration date of the Offer if (i) one or more conditions set
forth in Annex A shall not be satisfied or (ii) the Parent reasonably
determines, with the prior approval of the Company, that such extension is
necessary to comply with any legal or regulatory requirements relating to the
Offer.
 
    The Merger Agreement provides that, promptly after the purchase of Shares
pursuant to the Offer, the Parent shall be entitled to designate directors on
the Company Board as will give the Parent representation proportionate to its
ownership interest. Following the election of the Parent's designees, any
amendment to the Merger Agreement by the Company, any extension of time for
performance of any of the obligations of the Parent or the Offeror under the
Merger Agreement, any waiver of any condition to the obligations of the Company
or any of the Company's rights under the Merger Agreement or other action by the
Company under the Merger Agreement shall be effected only by the action of a
majority of the directors of the Company then in office who are Continuing
Directors. The parties agreed to use their best efforts to ensure that at least
three of the members of the Company Board shall, at all times prior to the
Effective Time, be Continuing Directors.
 
    THE MERGER.  The Merger Agreement provides that, at the Effective Time, the
Purchaser will be merged with and into the Company, with the Company as the
surviving corporation. The Merger shall become effective at the time of the
filing with the Secretary of State of the State of Delaware of a Certificate of
Merger, or at such later time as may be specified in the Certificate of Merger.
The parties shall file such Certificate of Merger as soon as practicable
following the closing of the Merger, which shall take place on the second
business day after the conditions to the parties' obligation to effect the
Merger have been satisfied or waived, unless another date is otherwise agreed.
 
    Each Share issued and outstanding immediately prior to the Effective Time
(other than Shares with respect to which appraisal rights have been properly
exercised, and Cancelled Shares (as defined below)) shall be converted into the
right to receive $19.09 in cash, or any higher price paid per Share in the Offer
(the "Merger Consideration"), without interest. Each Share issued and
outstanding immediately prior to the Effective Time owned by the Parent or the
Purchaser, or any subsidiary of the Company, the Parent or the Purchaser, and
each Share held in the treasury of the Company (collectively, the "Cancelled
Shares") immediately prior to the Effective Time shall be cancelled and cease to
exist. Each share of Common Stock of the Purchaser issued and outstanding
immediately prior to the Effective Time shall automatically be converted into
one share of Common Stock of the Surviving Corporation.
 
    The Merger Agreement provides that the Certificate of Incorporation and
By-Laws of the Purchaser shall be the Certificate of Incorporation and By-Laws
of the Surviving Corporation, provided that Article First of the Certificate of
Incorporation of the Surviving Corporation shall be amended to read in its
entirety as follows: "FIRST: The name of the Corporation is Armor All Products
Corporation." The Merger Agreement also provides that the directors of the
Purchaser at the Effective Time will be the directors of the Surviving
Corporation and that the officers of the Company at the Effective Time will be
the officers of the Surviving Corporation.
 
    STOCK OPTIONS.  The Company has agreed in the Merger Agreement to take all
actions necessary to provide that, immediately prior to the consummation of the
Offer, each outstanding stock option (collectively, the "Options") under the
Company's 1986 Stock Option Plan, shall be cancelled or repurchased by the
Company, and except to the extent that the Parent or the Purchaser and the
holder of any such Option otherwise agree, the Company shall pay to the holder
of each Option (i) the excess of the Merger Consideration over the exercise
price of the Option, multiplied by (ii) the number of Shares subject thereto
(such payment to be net of applicable withholding taxes).
 
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<PAGE>
    RECOMMENDATION.  The Company represents in the Merger Agreement that the
Company Board has (i) determined that each of the Merger and the Offer is fair
to, and in the best interests of, the stockholders of the Company, and (ii)
resolved to recommend acceptance of the Offer and approval and adoption of the
Merger Agreement by the Company's stockholders. The recommendation of the
Company Board may be withdrawn, modified or amended if the Company Board
determines in good faith, after consultation with its counsel, that the exercise
of the directors' fiduciary duties requires such withdrawal, amendment or
modification. The Company has agreed to use its best efforts to file a
Solicitation/ Recommendation Statement on Schedule 14D-9 containing such
recommendations with the Commission and to mail such Schedule 14D-9 to the
stockholders of the Company contemporaneous with the commencement of the Offer,
but in any event not later than ten business days following the commencement of
the Offer.
 
    INTERIM AGREEMENTS OF THE PARENT, THE PURCHASER AND THE COMPANY.  Pursuant
to the Merger Agreement, the Company has agreed that, until the consummation of
the Offer, the Company and its subsidiaries will conduct their respective
businesses and operations only in the ordinary course, consistent with past
practice, except as the Parent shall otherwise agree, as required by applicable
law or as otherwise contemplated by the Merger Agreement. Except as otherwise
provided in the Company Disclosure Letter (as defined in the Merger Agreement),
prior to the consummation of the Offer, neither the Company nor any of its
subsidiaries will: (i) amend its charter or by-laws; (ii) authorize for
issuance, issue, sell, or agree or commit to issue, sell or deliver any stock of
any class or any other securities, except by the Company in connection with the
exercise of employee options granted and outstanding before the date of the
Merger Agreement; (iii) split, combine or reclassify any shares of its capital
stock, declare, set aside or pay any dividend or other distribution in respect
of its capital stock or redeem or otherwise acquire any of its securities or any
securities of its subsidiaries, provided that the Company may pay to holders of
the Shares the quarterly dividend of $0.16 per Share previously declared by the
Company payable January 2, 1997 to stockholders of record December 2, 1996; (iv)
(a) incur or assume any material long-term debt or, except in the ordinary
course of business consistent with past practices, under existing lines of
credit, incur or assume any material short-term debt, (b) assume, guarantee,
endorse or otherwise become liable or responsible for any material obligations
of any other person, except its wholly owned subsidiaries in the ordinary course
of business and consistent with past practices, or (c) make any material loans,
advances or capital contributions to, or investments in, any other person (other
than loans or advances to the Company's subsidiaries and customary loans or
advances to employees in accordance with past practices); (v) enter into, adopt
or materially amend any bonus, profit sharing, compensation, severance,
termination, stock option, employment, severance or other employee benefit
agreements, trusts, plans, funds or other arrangements of or for the benefit or
welfare of any Company Employee (as defined in the Merger Agreement), or (except
for increases in wage and salary compensation in the ordinary course consistent
with past practices) increase the compensation or fringe benefits of any Company
employee or pay any benefit not required by any existing plan and arrangement,
or enter into any contract agreement, commitment or arrangement to do any of the
foregoing; (vi) acquire, sell, lease or dispose of any assets outside the
ordinary course of business or any assets that are material, individually or in
the aggregate, to the Company and its subsidiaries, taken as a whole, or enter
into any material commitment or transaction outside the ordinary course of
business; (vii) except as may be required by law and as set forth on the Company
Disclosure Letter, take any action to terminate or amend any of its employee
benefit plans with respect to or for the benefit of Company Employees; (viii)
hire any employee other than to replace an employee; provided, however, that the
annual salary of such replacement employee shall not exceed $50,000; (ix) pay,
discharge or satisfy any claims, liabilities or obligations, not in the ordinary
course of business consistent with past practice or in accordance with their
terms as in effect on the date of the Merger Agreement, or liabilities reflected
or reserved against in, or contemplated by, the Company's consolidated audited
financial statements, or waive, release, grant, or transfer any rights of
material value or modify or change in any material respect any existing license,
lease, contract or other document, other than in the ordinary course of business
consistent with past practice; (x) change any material accounting
 
                                       3
<PAGE>
principle used by it, except for such changes as may be required to be
implemented following the date of the Merger Agreement pursuant to generally
accepted accounting principles or rules and regulations of the Commission; (xi)
take any action that would result in any of its representations and warranties
in the Merger Agreement becoming untrue in any material respect; (xii)
materially change its policy of not accepting returns of products shipped to
customers; (xiii) materially change its co-packer arrangements; or (xiv) take,
or agree to take, any of the foregoing actions.
 
    The Company has agreed to amend its Third Quarter Incremental Volume Plan to
extend the measurement period for determining whether the incremental sales
volume targets of such plan have been satisfied to include the fourth quarter of
fiscal year 1997, and to take steps to communicate to customers eligible to
participate in such plan that the Company will honor such plan with respect to
shipments made in the fourth quarter of fiscal year 1997 and to Company sales
personnel responsible for such customers.
 
    OTHER AGREEMENTS OF THE PARENT, THE PURCHASER AND THE COMPANY.  In the
Merger Agreement, the Company and its subsidiaries agree not to (i) initiate or
solicit any inquiries or the making of any acquisition proposal, or (ii) except
as provided below, engage in negotiations or discussions with, or furnish any
information or data to, any third party relating to an acquisition proposal.
However, the Merger Agreement provides that the Company and the Company Board
may (i) participate in discussions or negotiations with or furnish information
to any third party if the failure to do so may constitute a breach of the
Company Board's fiduciary duties, and (ii) take, and disclose to the Company's
stockholders, a position with respect to the Offer or the Merger or another
tender or exchange offer, or amend or withdraw such position, pursuant to Rules
14d-9 and 14e-2 of the Exchange Act, or make disclosure to the Company's
stockholders, in each case if the failure to take such action may constitute a
breach of the Company Board's fiduciary duties or otherwise violate applicable
law. The Company also has agreed to provide the Parent with a copy of any
written acquisition proposal and, subject to the proper discharge of the
fiduciary duties of the Company Board, to keep the Parent reasonably and
promptly informed of the status and content of any discussions with such a third
party.
 
    Pursuant to the Merger Agreement, the Company has agreed to give the Parent
reasonable access to its facilities, books and records, to permit the Parent to
make such inspections as it may reasonably require and to cause its officers to
furnish the Parent with such information as Parent may from time to time
reasonably request.
 
    Each of the Company, the Parent and the Purchaser has agreed in the Merger
Agreement to use its best efforts to take, or cause to be taken, all things
necessary, proper or advisable to consummate the transactions contemplated by
the Merger Agreement. Each such party also has agreed to cooperate and use its
best efforts to make all filings and obtain all licenses, permits, consents,
approvals and other authorizations of third parties, including governmental
authorities, necessary to consummate such transactions, including the filings
required of the Parent or the Purchaser or any of their affiliates under the HSR
Act.
 
    Pursuant to the Merger Agreement, each of the Company, the Parent and the
Purchaser agreed not to make any public statement with respect to the Merger
Agreement or the transactions contemplated thereby without the prior consent of
the other party. The parties thereto also agreed that the provisions of the
Confidentiality Agreement would remain binding and in full force and effect.
 
    EMPLOYEE AGREEMENTS AND EMPLOYEE BENEFITS.  The Parent has agreed in the
Merger Agreement to honor the agreements with officers of the Company set forth
in Section 6.8 of the Company Disclosure Letter. In addition, as of the
Effective Time, Company employees will be terminated from future participation
in McKesson's Employee Benefit Plans (as defined in the Merger Agreement). The
benefits to be paid to Company employees under each Employee Benefit Plan
sponsored or maintained by McKesson shall not be increased by any service to the
Company following the Effective Time. Except as expressly provided in the Merger
Agreement, the Purchaser and the Parent agree to provide Company employees
employee benefit and compensation plans, policies and arrangements (other than
severance
 
                                       4
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plans) at a level no less favorable than provided to Parent employees of
comparable status; provided, that for one year following the Effective Time,
Company employees shall also be provided a severance benefit no less favorable
than provided by the Company as of the date of the Merger Agreement; and
provided further that the Company's severance benefit plans may be amended after
the Effective Time to clarify any ambiguities. Furthermore, the Parent agrees to
permit Company employees to participate immediately as of the Effective Date in
its medical, dental, disability and life insurance plans. The Parent agrees to
allow participation in its retiree medical plan to Company employees on a basis
no less favorable than provided to Parent employees of comparable status and to
grant eligibility and vesting credit in such retiree medical plans for service
with the Company or McKesson. The Parent agrees to provide Company employees
with service credit under the Parent's other employee benefit plans, other than
the Parent's Supplemental Executive Retirement Plan. The Company's Incentive
Plan for Business Managers shall be terminated immediately following the date of
the Merger Agreement. The Company's Employee Incentive Plan shall, immediately
following the Effective Time, be terminated, and all participants will receive
their targeted bonus for the current period as though the budgeted target had
been achieved. The Company's 1989 Short Term Employee Incentive Plan,
International Incentive Plan and Sales Incentive Plan will, on April 1, 1997, be
terminated, and the aggregate amount of individual bonus targets payable to
participants in those incentive plans will be determined as soon as practicable
after the Effective Time as though the budgeted target for fiscal year 1997 had
been achieved; individual cash payments will be modified to reflect individual
performance; provided, that such participant either (i) has remained employed
with the Company through March 31, 1997 or (ii) was terminated by the Company on
or prior to such date but after December 31, 1996, other than for cause; and
provided, further, that the participants in the Company's 1989 Short Term
Incentive Plan previously identified in writing to the Parent shall receive such
cash payment immediately following the Effective Time. As of April 1, 1997,
Company employees will become eligible to participate in the Parent's incentive
plans at a level comparable to that of other Parent employees immediately prior
to the date of the Merger Agreement. As of the Effective Time, Company employees
will participate in all of Parent's Employee Benefit Plans, on a basis no less
favorable than provided to Parent employees of comparable status, but excluding
executive retirement and severance plans.
 
    COMPANY STOCKHOLDER MEETING.  If required by applicable law, the Company has
agreed to: (i) hold a special meeting of its stockholders (the "Special
Meeting") as soon as practicable following acceptance for payment of Shares
pursuant to the Offer for the purpose of taking action upon the Merger
Agreement; (ii) subject to its fiduciary duties, prepare and file with the
Commission a preliminary proxy statement relating to the Merger Agreement and
use its commercially reasonable efforts to (a) cause a definitive proxy
statement (the "Proxy Statement") to be mailed to its stockholders following
acceptance for payment of Shares pursuant to the Offer and (b) obtain the
necessary approvals of the Merger Agreement by its stockholders. The Parent and
the Purchaser have agreed to vote all Shares owned by them in favor of approval
of the Merger Agreement at any such meeting. However, in the event that the
Parent or the Purchaser shall acquire at least 90 percent of the outstanding
Shares, the parties will, at the request of the Parent, take action to cause the
Merger to become effective as soon as practicable after the expiration or
termination of the Offer and the completion of all activities necessary to
finance the consummation of the Merger and the transactions contemplated by the
Merger Agreement, without a meeting of stockholders of the Company in accordance
with the DGCL.
 
    INDEMNIFICATION OF COMPANY OFFICERS AND DIRECTORS; LIABILITY INSURANCE.  The
Merger Agreement provides that, in the event of any threatened or actual claim,
action, suit, proceeding or investigation, whether civil, criminal or
administrative, in which any of the present officers or directors (the
"Indemnified Parties") of the Company or any of its subsidiaries is, or is
threatened to be, made a party by reason of the fact that he or she is or was a
director, officer, employee or agent of the Company or any of its subsidiaries,
or is or was serving at the request of the Company or any of its subsidiaries as
a director, officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, the Company, the Parent and the
Purchaser will cooperate and use their best efforts to defend against and
respond thereto. It
 
                                       5
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also was agreed that the Company shall indemnify and hold harmless, and after
the Effective Time the Surviving Corporation and the Parent, jointly and
severally, shall indemnify and hold harmless, as and to the full extent
permitted by applicable law, each Indemnified Party against any losses, claims,
damages, liabilities, costs, expenses (including reasonable attorneys' fees and
expenses), judgments, fines and amounts paid in settlement in connection with
any such claim, action, suit, proceeding or investigation, and in the event of
any such claim, action, suit, proceeding or investigation, (i) the Indemnified
Parties may retain counsel, and the Company, or the Surviving Corporation and
the Parent after the Effective Time, shall pay all reasonable fees and expenses
of such counsel for the Indemnified Parties and (ii) the Company and the
Surviving Corporation and the Parent will use reasonable efforts to assist in
the defense of any such matter; provided, that neither the Company, the
Surviving Corporation nor the Parent shall be liable for any settlement effected
without its prior written consent; and provided, further, that the Surviving
Corporation shall not indemnify the Indemnified Parties if prohibited by law.
 
    The Merger Agreement provides that, until the Effective Time, the Company
shall keep in effect Article Tenth of its Certificate of Incorporation and
Article IX of its By-Laws, which provide for indemnification of officers,
directors, employees and agents, and thereafter, the Parent shall cause the
Surviving Corporation to keep in effect in its By-Laws a provision for a period
of not less than six years from the Effective Time (or, in the case of matters
occurring prior to the Effective Time which have not been resolved prior to the
sixth anniversary of the Effective Time, until such matters are finally
resolved) which provides for indemnification of the Indemnified Parties to the
full extent permitted by the DGCL.
 
    The Merger Agreement provides that the Parent shall cause to be maintained
in effect for not less than six years from the Effective Time the current or
equivalent policies of the directors' and officers' liability insurance
maintained by the Company, if any, with respect to matters occurring prior to
the Effective Time; provided, that if the aggregate annual premiums for such
insurance at any time during such period shall exceed 200% of the per annum rate
of premium currently paid by the Company and its subsidiaries on the date of the
Merger Agreement, if any, then the Company (or the Surviving Corporation if
after the Effective Time) shall provide the maximum coverage that shall then be
available at an annual premium equal to 200% of such rate, and the Parent, in
addition to the indemnification provided as described above, shall indemnify the
Indemnified Parties for the balance of such insurance coverage on the same terms
and conditions as though the Parent were the insurer under those policies.
 
    CERTAIN AGREEMENTS WITH MCKESSON.  The Company has agreed in the Merger
Agreement, at or prior to the Effective Time, to cause the Services Agreement
between the Company and McKesson, as amended through April 1, 1996 (the
"Services Agreement"), to be amended as provided in the Stockholder Agreement,
with all monies held by McKesson pursuant to the cash management program to be
remitted to the Company at the Effective Time. The Tax Allocation Agreement
between the Company and McKesson shall remain in effect.
 
    REPRESENTATIONS AND WARRANTIES.  The Merger Agreement contains various
representations and warranties of the parties thereto, including representations
by the Company as to, among other things, corporate existence and good standing,
capitalization, corporate authorization, consents and approvals, reports,
undisclosed liabilities, certain changes or events concerning its businesses,
compliance with applicable law, employee benefit plans, litigation and real
property, intellectual property, computer software, material contracts, taxes,
environmental matters and brokers. In addition, the Parent and the Purchaser
represented as to, among other things, corporate existence and good standing,
corporate authorization, consents and approvals.
 
    In addition, the Parent and the Purchaser represented that each of them had
conducted its own independent review and analysis of the Company and its
subsidiaries, and acknowledged that each of them had been provided access to the
properties, premises and records of the Company and its subsidiaries for this
purpose. The Parent and the Purchaser also acknowledged that they relied solely
upon their own investigation and analysis in entering into the Merger Agreement,
and each of them (i) acknowledged that
 
                                       6
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none of the Company, its subsidiaries or any of their respective directors,
officers, employees, affiliates, agents or representatives made any
representation or warranty as to the accuracy or completeness of any of the
information provided or made available to the Parent or their agents or
representatives prior to the execution of the Merger Agreement, and (ii) agreed,
to the fullest extent permitted by law, that none of the Company, its
subsidiaries or any of their respective directors, officers, employees,
stockholders, affiliates or agents or representatives shall have any liability
or responsibility whatsoever to the Parent or the Offeror based upon any
information provided or made available, or statements made, to the Parent prior
to the execution of the Merger Agreement, except that such limitations shall not
apply to the Company to the extent (a) the Company makes the specific
representations and warranties set forth in the Merger Agreement or (b) McKesson
makes the specific representations and warranties or the specific covenant set
forth in the Stockholder Agreement, but always subject to the limitations and
restrictions contained in the Merger Agreement and the Stockholder Agreement.
 
    CONDITIONS TO THE MERGER.  The obligations of each of the Parent, the
Purchaser and the Company to effect the Merger are subject to the satisfaction
or waiver of certain conditions, including (i) if required by the DGCL, the
Merger Agreement and the Merger shall have been approved by the stockholders of
the Company, (ii) no statute, rule, regulation, order, decree, or injunction
shall have been promulgated by any governmental entity which prohibits the
consummation of the Merger, (iii) the Offer shall not have expired or been
terminated prior to the purchase of any Shares, and (iv) any waiting period
under the HSR Act applicable to the purchase of Shares pursuant to the Offer
shall have expired or been terminated. Further, the respective obligations of
the Company, on the one hand, and the Parent and the Purchaser, on the other
hand, are subject to the satisfaction or waiver at or prior to the Effective
Time of certain additional conditions, including (i) the representations and
warranties of the other parties or party being true as of the Effective Time,
(ii) the other parties or party having performed in all material respects their
or its obligations under the Merger Agreement, and (iii) receipt of a
certificate of an officer of the Parent or the Company, as the case may be, as
to the satisfaction of certain of such conditions, provided that the conditions
described in this sentence with respect to the obligations of the Parent and the
Purchaser shall cease to be conditions if the Purchaser shall have accepted for
payment and paid for Shares validly tendered pursuant to the Offer.
 
    TERMINATION.  The Merger Agreement may be terminated and the Offer (if the
Purchaser has not accepted Shares for payment) and the Merger may be abandoned
at any time prior to the Effective Time: (i) by mutual written consent of the
Parent, the Purchaser and the Company; (ii) by the Parent and the Purchaser, or
by the Company, if the Effective Time shall not have occurred on or before
January 31, 1997; (iii) by the Parent or the Purchaser, or by the Company, if
the Offer expires or terminates in accordance with its terms without any Shares
being purchased thereunder but only, if the Purchaser shall not have been
required to purchase any Shares pursuant to the Offer; (iv) by the Parent and
the Purchaser, or by the Company, if permanently prohibited by any United States
court or governmental body; (v) by the Parent, the Purchaser or the Company if
the other party fails in a material way to comply with any material obligation
of the Merger Agreement, upon notice, after 20 days to cure; (vi) by the Parent,
if any required approval of the stockholders of the Company shall not have been
obtained by reason of the failure to obtain the required vote upon a vote held
at a duly held meeting of stockholders or at any adjournment thereof; (vii) by
the Parent, if the Company shall have (a) withdrawn its approval or
recommendation of the Merger Agreement or the Merger; (b) recommended any
Acquisition Proposal from a person other than the Parent; or (viii) by the
Company if, prior to the purchase of Shares pursuant to the Offer, a third party
shall have made an Acquisition Proposal that the Company Board determines is
more favorable to the Company and the holders of Shares than the transactions
contemplated by the Merger Agreement or the Board determines in good faith,
other than in response to an Acquisition Proposal, that the failure to terminate
this agreement may constitute a breach of its fiduciary duties. However, the
Company shall not be permitted to terminate, or consent to the termination of,
the Merger Agreement without the approval of a majority of the Continuing
Directors.
 
                                       7
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    TERMINATION; FEE AND EXPENSES.  The Merger Agreement provides for a
termination fee of $11 million to be paid by the Company to the Parent if the
Merger Agreement is terminated according to certain of its terms.
 
    Pursuant to the Merger Agreement, in the event of the termination thereof,
the Merger Agreement will become null and void, without any liability on the
part of any party, except as provided therein, and provided that a party will
not be relieved from liability for any willful breach of the Merger Agreement.
 
    FEES AND EXPENSES.  The Merger Agreement provides that all costs and
expenses incurred in connection with the transactions contemplated by the Merger
Agreement shall be paid by the party incurring such costs and expenses.
 
    AMENDMENTS AND MODIFICATIONS.  Subject to applicable law, the Merger
Agreement may be amended, modified or supplemented by a written agreement of the
Parent, the Purchaser and the Company, provided, that after the approval of the
Merger Agreement by the stockholders of the Company, no such amendment,
modification or supplement shall reduce or change the consideration to be
received by the Company's stockholders in the Merger.
 
    STOCKHOLDER AGREEMENT
 
    On November 26, 1996, Parent, the Purchaser and McKesson Corporation, a
Delaware corporation ("McKesson") and a holder of approximately 54% of the
shares of Common Stock of the Company, entered into a Stockholder Agreement,
dated as of November 26, 1996 (the "Stockholder Agreement"), pursuant to which
and subject to the terms thereof McKesson agreed to tender, or cause to be
tendered, all the shares of Common Stock owned by it into the Offer. The
following description of the Stockholder Agreement does not purport to be
complete and is qualified by reference to the text of the Stockholder Agreement,
a copy of which is filed as Exhibit 2 hereto and is incorporated herein by
reference. Capitalized terms not otherwise defined herein shall have the
meanings set forth in the Stockholder Agreement.
 
    Concurrently with the execution of the Merger Agreement, the Purchaser and
the Parent entered into the Stockholder Agreement with McKesson. In the
Stockholder Agreement, McKesson represented that it owns, in the aggregate,
11,624,900 Shares, of which 6,939,759 Shares are deposited with an exchange
agent pursuant to an exchange agent agreement and an indenture relating to
debentures issued by McKesson. Pursuant to the Stockholder Agreement, McKesson
has agreed to tender (and to direct its exchange agent pursuant to such exchange
agent agreement and indenture to tender) all Shares owned by it into the Offer
and that it will not (and will not direct its exchange agent to) withdraw any
Shares so tendered.
 
    Pursuant to the Stockholder Agreement, McKesson also has granted to the
Parent an irrevocable proxy to vote its Shares, or grant a consent or approval
in respect of such Shares, in connection with any meeting of the stockholders of
the Company (i) in favor of the Merger and (ii) against any action or agreement
which would impede, interfere with or prevent the Merger, including any other
extraordinary corporate transaction such as a merger, reorganization or
liquidation involving the Company and a third party or any other proposal by a
third party to acquire the Company. Such irrevocable proxy shall terminate on
termination of the Stockholder Agreement.
 
    During the term of the Stockholder Agreement, McKesson has agreed that it
will not (subject to certain exceptions) (i) transfer, or enter into any
contract, option, agreement or other understanding with respect to the transfer
of, its Shares, (ii) grant any proxy, power of attorney or other authorization
or consent in or with respect to its Shares, (iii) deposit its Shares in any
voting trust or enter into any voting agreement or arrangement with respect to
such Shares, or (iv) take any other action that would in any way restrict, limit
or interfere with the performance of its obligations pursuant to the Stockholder
Agreement.
 
    The Stockholder Agreement shall terminate upon the earlier of (i)
termination of the Merger Agreement, either in accordance with its terms by a
party thereto or by mutual agreement of the parties
 
                                       8
<PAGE>
thereto, or (ii) the date that the Purchaser pays for the Shares of McKesson
pursuant to the Stockholder Agreement, provided that certain provisions
specified in the Stockholder Agreement will survive such termination. Neither
party has any other unilateral right to terminate the Stockholder Agreement.
 
    The Stockholder Agreement also includes provisions relating to (i) a
one-time contribution to be made by the Purchaser to certain benefit plans
maintained by McKesson and in which certain Company employees participate, and
(ii) the indemnification of the Purchaser and the Parent by McKesson with
respect to certain breaches of representations and warranties of the Company
concerning benefit plans of McKesson in which Company employees are participants
and certain tax liabilities which may affect the Company. McKesson also agreed
to enter into an amendment to the Services Agreement, pursuant to which McKesson
will provide to the Company certain consultation services on terms and
conditions no less favorable to the Company than provided in the Services
Agreement prior to such amendment, for a period not to exceed six months after
the Effective Time.
 
    CONFIDENTIALITY AGREEMENT
 
    The following is a summary of certain provisions of the Confidentiality
Agreement, dated October 10, 1996 between the Company, McKesson and the Parent
(the "Confidentiality Agreement"). The following summary of the Confidentiality
Agreement does not purport to be complete and is qualified by reference to the
text of the Confidentiality Agreement, a copy of which is filed as Exhibit 3
hereto and incorporated herein by reference.
 
    The Confidentiality Agreement contains customary provisions pursuant to
which, among other matters, the Parent agreed to keep confidential all
nonpublic, confidential or proprietary information furnished to it by the
Company or McKesson relating to the Company, subject to certain exceptions (the
"Confidential Information"), and to use the Confidential Information solely in
connection with the consideration of a possible business transaction involving
the Company, the Parent and McKesson (a "Transaction"). The Parent agreed in the
Confidentiality Agreement that, for a period of three years from the date
thereof, unless invited in writing by the Company or McKesson, respectively, it
would not, among other things, acquire or offer to acquire any securities or
assets of the Company or McKesson or enter into or propose to enter into any
business combination involving the Company or McKesson or seek to influence the
management of the Company or McKesson. The Parent further agreed that, for a
period of two years from the date of the Confidentiality Agreement, it would not
interfere with the Company's employment relationship with any person who becomes
known to the Parent in connection with the Transaction.
 
    OWNERSHIP OF SHARES
 
    Based solely on the information set forth in Section 9 ("Certain Information
concerning the Parent and the Offeror") included in the Offer to Purchase
contained in the Schedule 14D-1 (the "Offer to Purchase"), the Company
understands that G. Craig Sullivan, the Chairman of the Board and Chief
Executive Oficer of Parent, owns 2,500 Shares.
 
ARRANGEMENTS WITH EXECUTIVE OFFICERS, DIRECTORS OR AFFILIATES OF THE COMPANY
 
    STOCK OPTIONS.  As of November 30, 1996, the current directors and executive
officers of the Company as a group held 207,425 stock options (the "Options")
granted under the Company's 1986 Stock Option Plan to purchase shares of Common
Stock at the full market price of the stock on the day the option is granted.
The total number of Options outstanding as of November 26, 1996 was 1,127,137.
In accordance with the terms of the Merger Agreement, the Company is to take all
actions necessary to provide that, immediately prior to the consummation of the
Offer, (i) each Option outstanding, whether or not then exercisable or vested,
shall be cancelled or repurchased by the Company and (ii) in consideration of
such cancellation or repurchase, and except to the extent that Parent or the
Offeror and the holder of
 
                                       9
<PAGE>
such Option otherwise agree, the Company shall pay to the holder of any such
Option an amount equal to the product of (x) the number of Shares subject to
such Options and (y) the excess of the Merger Consideration (as defined in the
Merger Agreement) over the exercise price of such Options. Notwithstanding the
foregoing, if it is determined that compliance with any of the foregoing would
cause any individual subject to Section 16 of the Exchange Act to become subject
to the profit recovery provisions thereof, any options held by such individual
will be cancelled or repurchased, as the case may be, as promptly thereafter as
possible so as not to subject such individual to any liability pursuant to
Section 16.
 
    RESTRICTED SHARES.  As of November 30, 1996, all directors and officers as a
group held 63,325 shares granted under the Company's 1988 Restricted Stock Plan,
including 29,925 shares subject to possible forfeiture that have been granted to
Mr. Evans, 8,600 to Mr. Caron, 3,000 to Mr. McCafferty and 5,000 to Ms. Metzler.
The Company's 1988 Restricted Stock Plan provides, in relevant part, that, in
the event of a change in control of the Company, all restrictions on outstanding
restricted stock grants shall immediately lapse. The consummation of the Merger
and the transactions contemplated under the Merger Agreement constitute a change
in control for purposes of the 1988 Restricted Stock Plan.
 
    ESOP AND PSIP PLANS.  As of November 30, 1996, all officers and directors as
a group held 5,776 shares issued pursuant to the Company's Profit-Sharing
Investment Plan ("PSIP"). For the fiscal year ended March 31, 1996 (i) employer
matching cash contributions made under the Supplemental PSIP, an unfunded,
nonqualified plan established because of limitations on annual contributions to
the PSIP contained in the Internal Revenue Code, were as follows: Mr. Evans,
$4,794 and Mr. Caron, $908; (ii) stock contributions made by McKesson to the
named executives' Employee Stock Ownership Plan accounts under the McKesson
PSIP, were as follows: Mr. Evans, $7,052; Mr. Caron, $7,120; and Ms. Metzler,
$5,820; and (iii) above-market interest accrued on deferred compensation for Mr.
Caron in the amount of $470. Under the Stockholder Agreement, at the Effective
Time, the Offeror will transfer to McKesson $265,000 as a contribution to the
Employee Stock Ownership Plan and PSIP plans maintained by McKesson in respect
of the 1996 plan year in full satisfaction of all obligations of the Company to
contribute to such McKesson plans, which exclude all plans sponsored or
maintained solely by the Company. McKesson has agreed to cause an amount equal
to this contribution to be distributed to employees of the Company and its
subsidiaries in accordance with the provisions of such plans.
 
    RETIREMENT PLAN.  Certain employees of the Company participate in the
McKesson Corporation Retirement Plan (the "McKesson Plan"). The costs of
participation in the McKesson Plan are paid by the Company. Annual benefits are
generally equal to a percentage of final average pay (averaged over the highest
consecutive five-year period out of the last 15 years of service preceding
retirement) up to Covered Compensation (the average of the Social Security wage
bases over the 35 year period ending with the year the participant attains or
will attain Social Security Retirement Age) plus a percentage of final average
pay exceeding Covered Compensation, the total of which is multiplied by years of
creditable service up to a maximum of 30 years. As of March 31, 1996, the
following individuals had the number of years of creditable service indicated:
Mr. Evans, 5 years; Mr. McCafferty, 0 years; Mr. Caron, 11 years; and Ms.
Metzler, 17 years.
 
    Mr. Evans also participates in the McKesson Corporation 1984 Executive
Benefit Retirement Plan (the "EBRP"). The benefit under the EBRP is a percentage
of final average pay based on years of service or is determined by the Board of
Directors. The maximum benefit is 60% of final average pay. The total paid under
the EBRP is not reduced by Social Security benefits but is reduced by those
benefits payable on a single life basis under the McKesson Plan. Based on
retirement at age 65, the annual combined benefit payable to Mr. Evans under the
McKesson Plan and the EBRP would be approximately $290,885.
 
    Pursuant to the Stockholder Agreement, at the Effective Time, the Purchaser
has agreed to transfer to McKesson an amount not to exceed $130,000 reasonably
determined by McKesson in accordance with past practice, representing a
quarterly contribution to McKesson's Retirement Plan in respect of the 1996 plan
 
                                       10
<PAGE>
year in full satisfaction of all obligations of the Company to contribute to
such plans sponsored by McKesson, which exclude all plans sponsored or
maintained solely by the Company.
 
    INCENTIVE PLANS.  The Company has five incentive plans: the FY1997 Incentive
Plan for Business Managers, the 1989 Short Term Incentive Plan (the "STIP"), the
Employee Incentive Plan (for non-executive Company employees), the International
Incentive Plan (for international business managers), and the Sales Incentive
Plan for sales managers. Pursuant to the Merger Agreement, the Company Board on
November 26, 1996 amended each of the Incentive Plans as follows: The Company's
Incentive Plan for Business Managers was immediately terminated. The Employee
Incentive Plan shall, immediately following the Effective Time, be terminated
and all participants will receive a cash payment equal to their target bonus as
though the budgeted target had been achieved. Each of the Company's 1989 Short
Term Incentive Plan, the International Incentive Plan, and the Company's Sales
Incentive Plan, shall be terminated on April 1, 1997, and the aggregate amount
of individual bonus targets payable to participants in those Incentive Plans
shall be determined as soon as practicable after the Effective Time as though
the budgeted target for Fiscal Year 1997 had been achieved; individual cash
payments shall be modified to reflect individual performance; provided, however,
that such participant either (i) has remained employed with the Company through
March 31, 1997 or (ii) was terminated by the Company on or prior to such date
but after December 31, 1996, other than for cause. Notwithstanding the
foregoing, each of Mr. Evans and Mr. McCafferty shall receive such cash payment
immediately following the Effective Time.
 
    EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND CHANGE IN CONTROL
ARRANGEMENTS.  The Company generally does not have employment agreements with
its executive officers. However, the Company has entered into a termination
agreement with Mr. Evans and an employment agreement with Steven Booker. As of
April 1, 1994 the Company entered into a termination agreement with Mr. Evans
providing for payment of severance benefits upon the termination of his
employment following a "change in control" of the Company (defined in the
agreement as the occurrence of certain specified events, including the
consummation of the transactions contemplated by the Merger Agreement). Mr.
Evans' agreement, which will remain in effect until terminated by the Company
Board, provides for the payment of benefits upon a change in control of the
Company or of McKesson and actual or constructive termination of employment
within two years of such change. In the event of termination of employment under
the agreement, the Company would pay to Mr. Evans as severance pay in a cash
lump sum an amount equal to 2.99 times his "severance pay base", subject to
adjustment as described below. "Severance pay base" means the executive's "base
amount" determined under section 280G of the Internal Revenue Code. The amount
of severance benefits paid would be no higher than the amount that is not
subject to disallowance of deduction under Section 280G of the Internal Revenue
Code. If terminated, accrual of service for Mr. Evans would continue under the
McKesson Executive Benefit Retirement Plan and he would continue to participate
in the McKesson Executive Medical Plan and Executive Survivor Benefits Plan for
a minimum of twelve months, plus one month for each year of service with a
maximum benefit of twenty-four months.
 
    For purposes of the termination agreement, a "change in control" is
generally deemed to occur if (a) any person (as defined in the Securities
Exchange Act of 1934, as amended) excluding the Company or any of its
subsidiaries, a trustee or any fiduciary holding securities under an employee
benefit plan of the Company or any of its subsidiaries, an underwriter
temporarily holding securities pursuant to an offering of such securities or a
corporation owned, directly or indirectly, by stockholders of the Company in
substantially the same proportions as their ownership of the Company, is or
becomes the "beneficial owner" (as defined in Rule 13d-3 under the Exchange
Act), directly or indirectly, of securities of the Company representing 30% or
more of the combined voting power of the Company's then outstanding securities;
or (b) during any period of not more than two consecutive years, individuals who
at the beginning of such period constitute the Company Board and any new
director (other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in clause (a), (c)
or (d) of this paragraph) whose election by the Company Board or nomination
 
                                       11
<PAGE>
for election by the Company's stockholders was approved by a vote of at least
two-thirds (2/3) of the directors then still in office who either were directors
at the beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority thereof;
or (c) the stockholders of the Company approve a merger or consolidation of the
Company with any other corporation, other than (i) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity), in combination with the ownership of any trustee or other fiduciary
holding securities under an employee benefit plan of the Company, at least 50%
of the combined voting power of the voting securities of the Company or such
surviving entity outstanding immediately after such merger or consolidation, or
(ii) a merger or consolidation effected to implement a recapitalization of the
Company (or similar transaction) in which no person acquires more than 50% of
the combined voting power of the Company's then outstanding securities; or (d)
the stockholders of the Company approve a plan of complete liquidation of the
Company or an agreement for the sale or disposition by the Company of all or
substantially all of the Company's assets.
 
    The Company entered into an employment agreement with Steven Booker, Vice
President--Sales Automotive Division, as of March 15, 1995 providing that in the
event that, prior to March 15, 1997, Mr. Booker is terminated due to a "change
in control" Mr. Booker shall be paid, in addition to any other sums that may be
due and owing to him, the amount of one year's salary calculated at the rate of
salary paid to him on the date of such termination. A "change in control" is
deemed if McKesson ceases to be the "beneficial owner" (as defined in Rule 13d-3
under the Securities Exchange Act of 1934), directly or indirectly, of
securities of the Company representing more than 50% of the combined voting
power of the Company's then outstanding securities.
 
    CHANGE IN SEVERANCE POLICY.  Effective October 1, 1996, the Company amended
its severance policy to provide benefits to those employees who experience
actual or constructive termination of employment within one year following a
"change in control" of the Company. "Change in control" is deemed to occur if,
among other things, the stockholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than (i) a merger
or consolidation which would result in the voting securities of the Company
outstanding immediately prior thereto continuing to represent (either by
remaining outstanding or by being converted into voting securities of the
surviving entity), in combination with the ownership of any trustee or other
fiduciary holding securities under an employee benefit plan of the Company, at
least 50% of the combined voting power of the voting securities of the Company
or such surviving entity outstanding immediately after such merger or
consolidation, or (ii) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no person
acquires 50% of the combined voting power of the Company's then outstanding
securities. If an employee is determined as eligible for severance benefits, the
Company shall continue to pay the employer contribution for such employee's
medical and dental plan COBRA coverage for a period of three months following
the termination date or the date benefit coverage is provided by another
employer, whichever occurs first. Executive and other officers will receive
benefit continuation for up to six months.
 
    INDEMNITY AGREEMENTS.  McKesson has agreed under certain circumstances to
indemnify directors of the Company, other than individuals who are directors of
McKesson, against certain liabilities, including liabilities under applicable
securities laws. Under the terms of each Indemnity Agreement, McKesson may
terminate the agreements on thirty day's prior written notice.
 
ARRANGEMENTS BETWEEN THE COMPANY AND MCKESSON
 
    SERVICES AGREEMENT.  The summary of the Services Agreement, dated July 1,
1986 between the Company and McKesson which is contained in the Company's Proxy
Statement dated as of June 18, 1996 and attached hereto as Exhibit 4, is
incorporated herein by reference. Under the Stockholder Agreement, at or prior
to the Effective Time, McKesson will enter into an amendment to the Services
Agreement pursuant to which McKesson will provide to the Company consultation
services with respect to legal, tax,
 
                                       12
<PAGE>
personnel, information systems, risk management and insurance matters relating
to the Company for a period not to exceed six months after the Effective Time.
McKesson will provide such consultation services to the Company at an hourly
rate of $135, and expenses and third party costs incurred in providing these
services must be approved prior to incurrence.
 
    TAX ALLOCATION AGREEMENT.  The Company was included in McKesson's
consolidated federal income tax returns for tax periods ending May 13, 1993.
Pursuant to a Tax Allocation Agreement dated as of July 1, 1986 between the
Company and McKesson (the "Tax Allocation Agreement"), adjustments to federal
income tax liabilities for periods in which the Company was included in
McKesson's consolidated federal income tax returns are allocated between the
Company and the other businesses conducted by McKesson and its affiliates. The
agreement requires the Company to reimburse McKesson for any tax audit
adjustment of taxes attributable to it which were reported on McKesson's
consolidated federal income tax returns. Tax refunds will be the property of the
party bearing economic responsibility for the applicable tax. The Tax Allocation
Agreement also provides for the allocation of state franchise or corporate
income taxes which the Company and McKesson are required or permitted to pay on
a combined or "unitary" basis so that, in general, the Company is treated as a
separate taxpayer. Under the terms of the Merger Agreement, the Tax Allocation
Agreement survives without modification following the Effective Time.
 
    OTHER ARRANGEMENTS.  Refer to Item 3--Arrangements with Executive Officers,
Directors or Affiliates of the Company.
 
ITEM 4. THE SOLICITATION OR RECOMMENDATION.
 
    (a) RECOMMENDATION OF THE BOARD OF DIRECTORS.
 
    The Board of Directors has unanimously approved and adopted the Merger
Agreement and the transactions contemplated thereby and unanimously recommends
that all holders of Shares tender their Shares pursuant to the Offer.
 
    (B) BACKGROUND; REASONS FOR THE RECOMMENDATION.
 
    Since the middle of 1995, the Company Board and management have been
studying the current and future state of the automotive aftermarket industry,
the Company's strategic position in that industry, the Company's near- and
long-term prospects and the possibility that the Company should conduct a
systematic review of its strategic alternatives, including the possible sale of
the Company.
 
    In the summer of 1995, certain members of the Company's and McKesson's
respective management teams and a representative of PaineWebber met to review
various strategic alternatives that might be available to the Company and to
discuss the Company's retention of PaineWebber to assist with the Company's
review of such alternatives that would best serve the long-term interests of the
Company and its stockholders.
 
    Over the next year, the Company and McKesson were engaged, from time to
time, in discussions and exchanges of information with representatives of
PaineWebber in an effort to examine possible acquisition and other business
opportunities for the Company.
 
    In August and early September 1996, two parties (collectively, the
"Preemptive Group"), separately expressed an interest in potentially acquiring
the Company on an exclusively negotiated basis. The discussions among the
Company, McKesson and each of the two parties concerned an acquisition of the
Company for a price in excess of $22 per Share. The Company furnished certain
requested financial and operating information to each of the two parties
pursuant to confidentiality agreements, and various conversations between the
Company's and each of the two parties' respective advisors occurred. Following a
review of the information, both parties indicated that they would not be able to
pursue an acquisition at the price level initially indicated.
 
                                       13
<PAGE>
    On September 26, 1996, a meeting of the Company Board was held to discuss
strategic alternatives for the Company. At this meeting, PaineWebber identified
and reviewed a list of leading candidates that could be expected to have an
interest in acquiring the Company. At this meeting, although no determination to
engage in any business combination transaction was made, the Company Board
authorized PaineWebber to contact, on a confidential basis, what were considered
to be the five candidates most likely to have a high level of interest in
acquiring the Company (collectively, the "Initial Group") to assess their
interest. The Initial Group included the two parties previously referred to as
the Preemptive Group. During the week of September 30, 1996, a representative of
PaineWebber contacted senior management of each of the parties included in the
Initial Group.
 
    During early October, PaineWebber had contacts with one industry
participant, one household consumer products company (namely, the Parent), one
automotive aftermarket company and various intermediaries and financial advisors
inquiring whether the Company would be interested in exploring some form of
transaction.
 
    During the week of October 7, 1996, the Company authorized PaineWebber to
contact additional parties that were likely to have an interest in considering,
and financial resources required to consummate, a possible business combination
involving the Company. PaineWebber contacted fourteen such additional parties.
Of the nineteen parties ultimately contacted, a total of eleven expressed
initial interest, executed a confidentiality agreement and received a
confidential memorandum concerning the Company. Of these eleven parties, four
expressed a high level of interest in pursuing a potential business combination
and submitted, on or about October 19, 1996, initial indications of interest at
prices ranging from $20 to $22 per Share. Of the four parties submitting initial
indications of interest, one subsequently retracted its indication of interest.
 
    During the period from October 24, 1996 to November 15, 1996, the remaining
three interested parties, including the Parent (collectively, the "Final
Group"), conducted detailed additional due diligence involving a presentation by
the Company's management and a detailed review of confidential information
provided by the Company in a data room.
 
    During the morning of November 12, 1996, the Company Board met to review the
status of PaineWebber's discussions with the three parties included in the Final
Group, which included the Parent.
 
    On November 13, 1996, PaineWebber was advised by one of the parties in the
Final Group, which had been one of the parties included in the Preemptive Group,
that, following its due diligence investigation and because of the competitive
nature of the process that was being undertaken, such party would not be
submitting a final proposal to acquire the Company. Such party also indicated
that although it remained very interested in pursuing an acquisition of the
Company, its further analysis suggested a valuation of the Company of less than
$19 per Share compared to its initial indication of interest of at least $20 per
Share.
 
    On November 15, PaineWebber was advised by the second of the parties in the
Final Group that, following its review of the Company's operations and
prospects, its revised valuation estimate was in the range of $19 to $20 per
share. On November 18, 1996, PaineWebber was advised by such party that it would
require an additional two weeks to complete its due diligence investigation and,
as a result, would not be able to submit a final offer and a mark-up of a
definitive Agreement and Plan of Merger and Stockholder Agreement by November,
19, 1996, the date previously requested for such submissions by PaineWebber. In
a conversation on November 20, 1996 with PaineWebber, a representative of such
party indicated that its final valuation range would ultimately be lower than
$19 per Share and that there was no certainty that even with two additional
weeks of due diligence, it would be able to submit a final offer. On November
22, 1996, a representative of this party sent a letter to PaineWebber stating
that, after further review of the information provided by the Company and
discussion among its senior management, it had decided not to pursue an
acquisition proposal for the Company.
 
                                       14
<PAGE>
    During the morning of November 18, 1996, the Company's Chief Executive
Officer received a telephone call from a party (the "Other Party") in response
to a call placed by the Company's Chief Executive Officer to the Other Party on
October 21, 1996. The Other Party had previously submitted, in a letter dated
January 18, 1996, an indication of interest to acquire the Company at a price of
$18.75 per Share. In the November 18, 1996 call, a representative of the Other
Party inquired about the status of the Company's ongoing process of exploring
alternatives to maximize stockholder value and was made generally aware of the
status of the process, including the time frame in which alternatives were being
evaluated by the Company. The representative from the Other Party was also told
that, if it was interested in an acquisition of the Company, the Other Party
should promptly initiate its consideration of a transaction. In response to an
inquiry from the Company's financial advisor, the Other Party indicated that, in
light of the improvement in the Company's operations since the date of its
initial indication of interest, subject to due diligence investigation, the
Other Party would probably be willing to offer a per Share amount greater than
the amount indicated in its January 18, 1996 letter. To facilitate the Other
Party's due diligence investigation, PaineWebber offered, over the course of a
number of conversations on November 18 and November 19, to deliver the relevant
information available in the data room that the Other Party might need to
evaluate the opportunity further. PaineWebber also offered to make the data room
and the Company's management available to meet with representatives of the Other
Party. On November 20, 1996, the Other Party advised PaineWebber that, after
further consideration, and due to the expedited time frame, it would not be able
to proceed at this stage with its due diligence process but would deliver a
letter to the Company stating its continuing interest in a potential acquisition
of the Company. In a letter dated November 20, 1996, the Other Party submitted a
non-binding expression of interest to acquire the Company at a price equal to at
least $20 per Share. The Other Party's proposal was subject to a number of
conditions, including (i) obtaining corporate approvals, (ii) the completion of
due diligence and (iii) the negotiation and execution of a mutually acceptable
definitive purchase agreement. The letter stated that the Other Party would be
prepared to submit a definitive proposal within four weeks of access to
confidential information and the Company's management.
 
    On November 20, 1996, the Parent submitted a binding proposal to acquire all
the outstanding Shares of the Company at a price of $18 per Share, which
proposal assumed that the Company's previously declared quarterly dividend to
stockholders of record on December 2, 1996, would not be paid. The Parent
submitted, together with its proposal, its mark-up of a definitive Agreement and
Plan of Merger, providing for an all-cash tender offer to be followed by a
back-end merger at the same price, and Stockholder Agreement, providing that
McKesson would tender, or cause to be tendered, all of the Shares owned by it,
each of which agreements had been previously furnished to Parent.
 
    On November 21, 1996, representatives of McKesson, the Company, Skadden,
Arps, Meagher, Slate & Flom LLP ("Skadden, Arps") and PaineWebber held
conversations to evaluate the proposal that had been received from Parent. That
same day, a representative of PaineWebber contacted Parent's financial advisor
and stated that, although Parent's proposal did not contain financing and
anti-trust-related risks associated with other business combination transactions
that might be available to the Company, the Parent needed to work on value and
the certainty of closing set forth in Parent's proposal.
 
    On November 22, 1996, a representative of PaineWebber advised a
representative of the Parent's financial advisor that he believed that, if the
Parent were willing to (i) increase its indicated offer price to $19.25 per
Share (inclusive of the payment of the previously declared quarterly dividend of
$0.16 per Share) and (ii) amend the mark-up of the proposed Merger Agreement to
reflect terms more customary for transactions involving the business combination
of a publicly traded company, PaineWebber would recommend to the Company a
business combination with the Parent.
 
    That same day, a representative of the Parent's financial advisor stated to
a representative of PaineWebber that the Parent was prepared to increase its
offer to $19.09 per Share and permit the payment of the previously declared
quarterly dividend of $0.16 per Share. After additional conversations
 
                                       15
<PAGE>
between representatives of Skadden, Arps and Parent's outside counsel regarding
the terms of the proposed Merger Agreement, contract negotiations with Parent
were scheduled for November 24, 1996.
 
    During this period, representatives of PaineWebber and the Company's
management periodically provided information to members of the Company Board
concerning the progress of discussions with Parent. During the afternoon of
November 22, 1996, the two independent members of the Company Board unaffiliated
with McKesson held separate telephonic meetings with the Company's Chief
Executive Officer, a representative of McKesson and a representative of
PaineWebber. During this informational telephone call, the independent directors
were provided an update of recent events and discussions with both Parent and
the Other Party. Following these telephone calls with the independent members of
the Company Board, the Company's Chief Executive Officer called a representative
of the Other Party to advise that developments with respect to a possible
transaction with the Company had accelerated and that the Other Party, if it
continued to be interested, should expedite its consideration of a transaction.
The Company's Chief Executive Officer was advised that the Other Party would not
pursue a transaction with the Company at this time and would await the outcome
of the process.
 
    Negotiations between the Company and Parent continued through November 26,
1996, culminating in the Company and McKesson agreeing upon forms of a
definitive Merger Agreement and Stockholder Agreement, respectively, to be
presented for review by separate meetings of the Company Board and the Board of
Directors of McKesson scheduled for November 26, 1996.
 
    On the morning of November 26, 1996, after completion of the negotiations
concerning the proposed Agreement and Plan of Merger and Stockholder Agreement,
the Board of Directors of McKesson (the "McKesson Board") held a meeting to
review, with the advice and assistance of McKesson's legal advisors and
PaineWebber, the proposed Agreement and Plan of Merger and the transactions
contemplated thereby, including the Offer, the Merger and the Stockholder
Agreement and other potential alternatives, including the non-binding expression
of interest that had been received from the Other Party, as set forth in its
letter dated November 20, 1996. Following a number of questions from, and
discussion among, the directors, the McKesson Board unanimously (i) approved the
disposition of the Shares owned by McKesson pursuant to the Merger Agreement;
(ii) determined that the disposition of such Shares pursuant to the Merger
Agreement is expedient and in the best interests of McKesson and its
stockholders; and (iii) approved the Stockholder Agreement and the transactions
contemplated thereby.
 
    Following the conclusion of the meeting of the Board of Directors of
McKesson, the Company Board held a meeting to review, with the advice and
assistance of the Company's legal advisors and PaineWebber, the proposed
Agreement and Plan of Merger and the transactions contemplated thereby,
including the Offer, the Merger and the Stockholder Agreement and other
potential alternatives, including the expression of interest from the Other
Party. At the meeting, Skadden, Arps reviewed the terms of the Merger Agreement
and PaineWebber rendered to the Company Board its written opinion that, based
upon and subject to various considerations and assumptions set forth therein,
the cash consideration of $19.09 per Share to be received by the holders of the
Shares pursuant to the Offer and the Merger is fair to such holders from a
financial point of view. Following a number of questions from, and discussion
among, the directors, the Company Board unanimously (i) approved the Merger
Agreement and the transactions contemplated thereby, (ii) determined that the
Merger Agreement and the transactions contemplated thereby are fair to and in
the best interests of the Company and the Company's stockholders, and (iii)
recommended that the Company's stockholders tender their Shares in the Offer and
approve and adopt the Merger Agreement and the Merger.
 
    Immediately following the conclusion of the two Board meetings, the parties
thereto executed the Merger Agreement and the Stockholder Agreement. The
Company, McKesson and the Parent issued press releases announcing the
transactions shortly before the closing of the New York Stock Exchange and
Nasdaq on November 26, 1996. An amendment to the Merger Agreement, dated as of
December 1, 1996
 
                                       16
<PAGE>
clarifying the treatment of the Services Agreement was subsequently entered into
among the Company, Parent and the Purchaser.
 
    In approving the Merger Agreement and the transactions contemplated thereby
and recommending that all holders of Shares tender their Shares pursuant to the
Offer, the Company Board considered a number of factors including the following:
 
        (i) the familiarity of the Company Board with the business, results of
    operations, properties and financial condition of the Company and the nature
    of the industry in which the Company operates, based, in part, upon
    presentations by management of the Company, including the prospects if the
    Company were to remain independent;
 
        (ii) the Company's competitive position and current trends in the
    automotive aftermarket industry;
 
        (iii) the terms of the Merger Agreement and Stockholder Agreement,
    including the proposed structure of the Offer and Merger involving a cash
    tender offer for all outstanding Shares to be followed by a merger for the
    same consideration, thereby enabling all stockholders of the Company to
    obtain cash for their Shares concurrently at the earliest possible time;
 
        (iv) the results of the process undertaken to identify and solicit
    proposals from third parties to enter into a transaction with Company;
 
        (v) the non-binding expression of interest received from the Other Party
    was subject to significant conditions, including the completion of due
    diligence and the obtaining of internal approvals, and the delays and
    uncertainties related thereto in comparison with the Company's receipt of a
    fully financed, binding proposal from the Parent;
 
        (vi) the offer price of $19.09 per Share was in excess of the highest
    closing sales price for the Shares as quoted on the Nasdaq National Market
    System over the preceding fifty-two weeks;
 
        (vii) the presentation of PaineWebber at the November 26, 1996 meeting
    of the Company Board and the opinion of PaineWebber to the effect that as of
    the date of the opinion, the $19.09 per Share cash consideration to be
    received by the holders of the Shares pursuant to the Offer and the Merger
    is fair from a financial point of view to such holders. A copy of the
    opinion of PaineWebber, which sets forth the factors considered and the
    assumptions made by PaineWebber, is attached hereto, is filed as Exhibit 10
    to this Schedule 14D-9 and is incorporated herein by reference. Stockholders
    are urged to read the opinion of PaineWebber carefully in its entirety;
 
        (viii) the fact that McKesson, as holder of approximately 54.4% of the
    Shares, was prepared to endorse the terms of the Merger Agreement and the
    Stockholder Agreement, which provide that McKesson would receive the same
    consideration per Share with the same timing of receipt as would all other
    holders of Shares, thereby ensuring that the public stockholders would
    participate in any control premium realized in connection with the Offer and
    the Merger;
 
        (ix) the termination provisions of the Merger Agreement, the
    incorporation of which was a condition of the Parent's proposal, providing
    that the Parent could be entitled to a termination fee of $11.0 million upon
    the termination of the Merger Agreement under certain circumstances,
    including as a result of the withdrawal of the Company Board's
    recommendation with respect to the Offer and the Merger;
 
        (x) the Merger Agreement permits the Company Board (a) to participate in
    discussions or negotiations with or furnish information to any third party
    if the Company Board determines in good faith, after consultation with its
    counsel, that the failure to participate in such discussions or negotiations
    or to furnish such information may constitute a breach of the Company
    Board's fiduciary
 
                                       17
<PAGE>
    duties under applicable law and (b) to terminate the Merger Agreement in
    certain circumstances in the exercise of its fiduciary duties;
 
        (xi) the Stockholder Agreement may be terminated by termination of the
    Merger Agreement, whether in accordance with its terms by a party thereto or
    by mutual agreement of the parties thereto;
 
        (xii) the representation and warranty of the Parent and the Purchaser
    that they have sufficient funds available to them to consummate the Offer
    and the Merger; and
 
        (xiii) the availability of appraisal rights under Section 262 of the
    DGCL for Dissenting Shares.
 
    The Company Board did not assign relative weights to the factors or
determine that any factor was of particular importance. Rather, the Company
Board viewed its position and recommendations as being based on the totality of
the information presented to and considered by it.
 
ITEM 5. PERSONS RETAINED, EMPLOYED OR TO BE COMPENSATED.
 
    PaineWebber was retained, pursuant to the terms of a letter agreement, dated
September 25, 1996, to undertake an analysis to enable PaineWebber to provide an
opinion to the Company Board as to the fairness to the stockholders of the
Company, from a financial point of view, of the consideration to be received by
the stockholders of the Company pursuant to the terms of the Merger Agreement.
The Company has agreed to pay PaineWebber the following fees: (a) in connection
with rendering its fairness opinion, a fee in the amount of $500,000, payable on
the date that PaineWebber delivers its opinion, which fee is payable without
regard to the conclusion set forth in such opinion, and (b) a transaction fee in
the amount of $2,900,000, payable upon the closing of the sale transaction and
from which the fairness opinion fee will be deducted. The Company has also
agreed to reimburse PaineWebber for all its out-of-pocket expenses, including
the fees and expenses of its legal counsel, in an amount not to exceed $100,000
and to indemnify PaineWebber for certain liabilities arising out of the
rendering of its opinion.
 
    In addition, PaineWebber is currently acting as financial advisor to
McKesson on an unrelated assignment and will receive a fee upon consummation of
such other assignment. In the ordinary course of business, PaineWebber may trade
the securities of the Company for its own account and for the accounts of its
customers and, accordingly, may at any time hold long or short positions in such
securities.
 
    Except as disclosed herein, neither the Company nor any person acting on its
behalf currently intends to employ, retain or compensate any other person to
make solicitations or recommendations to security holders on its behalf
concerning the Offer or the Merger.
 
ITEM 6. RECENT TRANSACTIONS AND INTENT WITH RESPECT TO SECURITIES.
 
    (a) No transactions in the Shares have been effected during the past 60 days
by the Company or, to the best of the Company's knowledge, by any executive
officer, director, affiliate or subsidiary of the Company.
 
    (b) To the best of the Company's knowledge, to the extent permitted by
applicable securities laws, rules or regulations, each executive officer,
director and affiliate of the Company currently intends to tender all Shares
over which he or she has sole dispositive power to the Purchaser.
 
ITEM 7. CERTAIN NEGOTIATIONS AND TRANSACTIONS BY SUBJECT COMPANY.
 
    (a) Except as set forth in this Schedule 14D-9, the Company is not engaged
in any negotiation in response to the Offer which relates to or would result in
(i) an extraordinary transaction, such as a merger or reorganization, involving
the Company or any subsidiary of the Company; (ii) a purchase, sale or transfer
of a material amount of assets by the Company or any subsidiary of the Company;
(iii) a tender offer for or other acquisition of securities by or of the
Company; or (iv) any material change in the present capitalization or dividend
policy of the Company.
 
                                       18
<PAGE>
    (b) None
 
ITEM 8. ADDITIONAL INFORMATION TO BE FURNISHED.
 
    DGCL 203
 
    Section 203 of the DGCL purports to regulate certain business combinations
of a corporation organized under Delaware law, such as the Company, with a
stockholder beneficially owning 15% or more of the outstanding voting stock of
such corporation (an "Interested Stockholder"). Section 203 provides, in
relevant part, that the corporation shall not engage in any business combination
for a period of three years following the date such stockholder first becomes an
Interested Stockholder unless (i) prior to the date the stockholder first
becomes an Interested Stockholder, the board of directors of the corporation
approved either the business combination or the transaction which resulted in
the stockholder becoming an Interested Stockholder, (ii) upon becoming an
Interested Stockholder, the Interested Stockholder owned at least 85% of the
voting stock of the corporation outstanding at the time the transaction
commenced, or (iii) on or subsequent to the date the stockholder becomes an
Interested Stockholder, the business combination is approved by the board of
directors and authorized at an annual or special meeting of stockholders by the
affirmative vote of at least two-thirds of the outstanding voting stock which is
not owned by the Interested Stockholder. The Company's Board of Directors has
approved the Merger Agreement and the Stockholder Agreement and the transactions
contemplated thereby, including the Offer and the Merger, for the purposes of
Section 203 of the DGCL.
 
ITEM 9. MATERIAL TO BE FILED AS EXHIBITS.
 
<TABLE>
<CAPTION>
  EXHIBIT
    NO.
------------
<S>           <C>
Exhibit 1     Agreement and Plan of Merger, dated as of November 26, 1996, by and among Armor
                All Products Corporation, The Clorox Company and Shield Acquisition
                Corporation.
Exhibit 1.1   First Amendment to the Agreement and Plan of Merger, dated as of December 1,
                1996, by and among Armor All Products Corporation, The Clorox Company and
                Shield Acquisition Corporation.
Exhibit 2     Stockholder Agreement, dated as of November 26, 1996 by and among McKesson
                Corporation, The Clorox Company and Shield Acquisition Corporation.
Exhibit 3     Confidentiality Agreement, dated October 10, 1996, by and among Armor All
                Products Corporation, McKesson Corporation and The Clorox Company.
Exhibit 4     Pages 2 through 16 of Armor All Products Corporation's Proxy Statement dated
                June 18, 1996 relating to its Annual Meeting of Stockholders.
Exhibit 5     Tax Allocation Agreement.
Exhibit 6     Form of Indemnity Agreement.
Exhibit 7     Press Release issued by Armor All Products Corporation dated November 26, 1996.
Exhibit 8     Press Release issued by The Clorox Company, dated November 26, 1996.
Exhibit 9     Letter to Stockholders of Kenneth M. Evans, dated December 2, 1996.*
Exhibit 10    Opinion of PaineWebber Incorporated, dated December 2, 1996.*
</TABLE>
 
------------------------
 
*   Included in copies of the Schedule 14D-9 mailed to stockholders.
 
                                       19
<PAGE>
                                   SIGNATURE
 
    After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
 
Dated: December 2, 1996
 
                                          By: /s/ Kenneth M. Evans
                                          --------------------------------------
 
                                          Kenneth M. Evans
                                          PRESIDENT AND CHIEF EXECUTIVE OFFICER
 
                                       20
<PAGE>
                                                                      SCHEDULE I
 
                         ARMOR ALL PRODUCTS CORPORATION
 
                                6 LIBERTY DRIVE
 
                         ALISO VIEJO, CALIFORNIA 92656
 
                       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 December 2, 1996 as a
part of the Solicitation/Recommendation Statement on Schedule 14D-9 (the
"Schedule 14D-9") of Armor All Products Corporation (the "Company") to the
holders of record of shares of Common Stock, par value $.01 per share, of the
Company (the "Shares"). You are receiving this Information Statement in
connection with the possible election of persons designated by the Parent (as
defined below) to a majority of the seats on the Board of Directors of the
Company (the "Company Board").
 
    On November 26, 1996, the Company, Shield Acquisition Corporation, a
Delaware corporation (the "Purchaser"), and The Clorox Company, a Delaware
corporation ("Parent"), entered into an Agreement and Plan of Merger, as
amended, (the "Merger Agreement") in accordance with the terms and subject to
the conditions of which (i) Parent will cause the Purchaser to commence a tender
offer (the "Offer") for any and all outstanding Shares at a price of $19.09 per
Share, net to the seller in cash, without interest thereon, and (ii) the
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 provides that, promptly after the purchase of a
majority of the outstanding Shares pursuant to the Offer, the Parent shall be
entitled to designate directors (the "Parent Designees") on the Company Board as
will give the Parent representation proportionate to its ownership interest. The
Merger Agreement requires the Company to take such action as Parent may request
to cause the Parent Designees to be elected to the Company Board under the
circumstances described therein. This Information Statement is required by
Section 14(f) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act") and Rule 14f-1 thereunder. See "Board of Directors and Executive
Officers-Right to Designate Directors; The Parent Designees."
 
    The following information is based on the Company's Proxy Statement, dated
as of June 18, 1996, and except as indicated, such information is given as of
that date.
 
    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.
 
    Pursuant to the Merger Agreement, the Purchaser commenced the Offer on
December 2, 1996. The Offer is scheduled to expire at 12:00 midnight, New York
City time, on December 30, 1996, unless the Offer is extended.
 
    The information contained in this Information Statement concerning the
Parent and the Purchaser has been furnished to the Company by the Parent, and
the Company assumes no responsibility for the accuracy or completeness of such
information.
 
                                       21
<PAGE>
                   BOARD OF DIRECTORS AND EXECUTIVE OFFICERS
 
GENERAL
 
    The Shares are the only class of voting securities of the Company
outstanding. Each Share has one vote. As of November 30, 1996, there were
21,369,447 Shares outstanding. The Company Board currently consists of seven
members with no vacancies. Each director holds office until such director's
successor is elected and qualified or until such director's earlier resignation
or removal.
 
RIGHT TO DESIGNATE DIRECTORS; THE PARENT DESIGNEES
 
    The Merger Agreement provides that promptly after the purchase of a majority
of the outstanding Shares pursuant to the Offer, the Parent shall be entitled to
designate the number of directors, rounded up to the next whole number, on the
Company Board that equals the product of (i) the total number of directors on
the Company Board (giving effect to the election of any additional directors
described in this paragraph) and (ii) the percentage that the voting power
represented by such number of Shares so purchased bears to the voting power
represented by the total number of outstanding Shares, and the Company has
agreed to take all action necessary to cause to be created vacancies for that
number of directors which the Parent is entitled to designate and, with respect
to each vacancy created, to take all action necessary to effect the election of
the Parent Designees. Notwithstanding the foregoing, the Company and the Parent
will use their respective best efforts to ensure that at least three of the
members of the Company Board shall, at all times prior to the Effective Time, be
Continuing Directors (as defined in the Merger Agreement).
 
    The Parent has informed the Company that it will choose the initial Parent
Designees from among William F. Ausfahl, Edward A. Cutter, G.E. Johnston and
Karen M. Rose. Certain information with respect to such persons is included on
Schedule I to the Offer to Purchase, a copy of which is being mailed to the
Company's stockholders together with this Schedule 14D-9. The Parent has
informed the Company that each of such individuals has consented to act as a
director, if so designated. The information with respect to such individuals on
such Schedule I is incorporated herein by reference. If necessary, the Parent
may choose additional or other Parent Designees, subject to the requirements of
Rule 14f-1.
 
    Based solely on the information set forth in Section 9 ("Certain Information
concerning the Parent and the Offeror") included in the Offer to Purchase, none
of the Parent Designees (i) is currently a director of, or holds any position
with, the Company, (ii) has a familial relationship with any directors or
executive officers of the Company or (iii) to the best knowledge of the
Purchaser, beneficially owns any securities (or rights to acquire such
securities) of the Company. The Company has been advised by the Parent that, to
the best of the Parent's knowledge, none of the Parent Designees has been
involved in any transactions with the Company or any of its directors, executive
officers or affiliates which are required to be disclosed pursuant to the rules
and regulations of the Commission, except as may be disclosed herein or in the
Schedule 14D-9.
 
    It is expected that the Parent Designees may assume office at any time
following the purchase by the Purchaser of a majority of the outstanding Shares
pursuant to the Offer, which purchase cannot be earlier than December 30, 1996,
and that, upon assuming office, the Parent Designees will thereafter constitute
at least a majority of the Board of Directors.
 
                                       22
<PAGE>
                DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY
 
DIRECTORS OF THE COMPANY
 
    The following table sets forth certain information with respect to the
current directors of the Company as of November 30, 1996.
 
<TABLE>
<CAPTION>
                            DIRECTOR
NAME                  AGE    SINCE                      PRINCIPAL OCCUPATION OR EMPLOYMENT AND DIRECTORSHIPS
--------------------  ---   -------- ------------------------------------------------------------------------------------------
<S>                   <C>   <C>      <C>
William A.            55      1991   Vice President Human Resources and Administration of McKesson Corporation ("McKesson")
Armstrong...........                 since April 1, 1993; Vice President Administration from January 1992 to April 1993; Vice
                                     President from July 1991 until January 1992; Executive Assistant to the Office of the
                                     Chief Executive from April 1990 until January 1992. Mr. Armstrong is a member of the
                                     Compensation Committee of the Company.
 
Jon S. Cartwright...  59      1993   Director Emeritus and Senior Adviser of the Center for Telecommunications Management
                                     ("CTM"), a research, education and publishing center affiliated with the University of
                                     Southern California ("USC") Graduate School of Business Administration, since January
                                     1995. Executive Director of CTM from January 1990 to January 1995; Professor of Management
                                     and Organization at the USC Graduate School of Business Administration from January 1992
                                     to January 1995, and Associate Professor from January 1990 to January 1992. Mr. Cartwright
                                     is Chairman of the Audit Committee of the Company and a member of the Compensation
                                     Committee of the Company.
 
Kenneth M. Evans....  55      1991   President and Chief Executive Officer since April 1991. Mr. Evans is also a director of
                                     the O'Brien Corporation.
 
David L. Mahoney....  42      1992   Vice President of McKesson since 1990, and President Pharmaceutical and Retail Services
                                     since August 1996. President of McKesson's Pharmaceutical Services Group from February to
                                     August 1996. President of McKesson's Healthcare Delivery Systems, Inc. subsidiary from
                                     September 1994 until December 1995, Vice President Strategic Planning of McKesson from
                                     July 1990 to September 1994. Mr. Mahoney is a Director of Cytel Corporation.
 
David E. McDowell...  54      1992   Chairman of the Board since April 1992. Chairman and CEO of Medaphis Corporation since
                                     October 31, 1996. Employed as a Senior Adviser to McKesson from May to October 1996;
                                     formerly he was President, Chief Operating Officer and a director of McKesson from January
                                     1992 until he resigned effective May 20, 1996. Vice President and General Manager, Quality
                                     and Chief Information Officer of International Business Machines Corporation ("IBM") from
                                     November 1990 until January 1992; President of IBM's National Service Division from July
                                     1987 until November 1990. He is also a director of Medaphis Corporation. Mr. McDowell is
                                     Chairman of the Compensation Committee of the Company and a member of the Audit Committee
                                     of the Company.
</TABLE>
 
                                       23
<PAGE>
<TABLE>
<CAPTION>
                            DIRECTOR
NAME                  AGE    SINCE                      PRINCIPAL OCCUPATION OR EMPLOYMENT AND DIRECTORSHIPS
--------------------  ---   -------- ------------------------------------------------------------------------------------------
<S>                   <C>   <C>      <C>
Karen Gordon Mills..  42      1994   President of MMP Group, Inc., a management company providing consulting and investment
                                     banking services, since 1993; Managing Director and Chief Operating Officer, Industrial
                                     Group, E. S. Jacobs & Company, from 1983 to 1993. Director of Triangle Pacific Corp.,
                                     Arrow Electronics, Inc., Telex Communications, Inc., and The Scotts Company. Ms. Mills is
                                     a member of the Audit Committee of the Company.
 
Alan Seelenfreund...  60      1986   Chairman of the Board and Chief Executive Officer of McKesson since November 1989. He is
                                     also a director of McKesson and Pacific Gas and Electric Company.
</TABLE>
 
EXECUTIVE OFFICERS OF THE COMPANY
 
    The following table sets forth certain information with respect to the
current executive officers of the Company as of November 30, 1996.
 
<TABLE>
<CAPTION>
NAME                    AGE                            POSITION WITH COMPANY AND BUSINESS EXPERIENCE
----------------------  --- ---------------------------------------------------------------------------------------------------
<S>                     <C> <C>
David E. McDowell.....  54  Chairman of the Board since April 1992. Chairman and CEO of Medaphis Corporation since October 31,
                            1996. Employed as a Senior Adviser to McKesson from May to October 1996; formerly he was President,
                            Chief Operating Officer and a director of McKesson from January 1992 until he resigned effective
                            May 20, 1996. Vice President and General Manager, Quality and Chief Information Officer of IBM from
                            November 1990 until January 1992; President of IBM's National Service Division from July 1987 until
                            November 1990. He is also a director of Medaphis Corporation. Mr. McDowell is Chairman of the
                            Compensation Committee of the Company and a member of the Audit Committee of the Company.
 
Kenneth M. Evans......  55  President and Chief Executive Officer and a Director since April 1991. Service with the Company--5
                            years.
 
Michael G.              57  Executive Vice President and Chief Financial Officer since September 1995; Executive Vice President
McCafferty............      and Chief Financial Officer of Mattel, Inc. from 1993 to 1995; Senior Vice President and Treasurer
                            of Mattel, Inc. from 1985 to 1993. Service with the Company--1 year.
 
Michael A. Caron......  45  Senior Vice President since October 1991; President of Armor All International, a division of the
                            Company, since August 1993; Senior Vice President, Marketing from October 1991 to August 1993 and
                            Senior Vice President, Marketing/International Operations from April 1989 to October 1991. Service
                            with the Company--11 years.
 
Gayle F. Metzler......  42  Vice President, Human Resources since 1992; Vice President, Personnel and Administration from 1988
                            to 1992. Service with the Company--18 years.
 
Gordon Hyde...........  42  Vice President, Operations since July 1996. Service with the Company--4 months.
</TABLE>
 
    There are no family relationships between any of the executive officers or
directors of the Company. The executive officers are elected annually to serve
until the first meeting of the Company Board following
 
                                       24
<PAGE>
the next annual meeting of stockholders and until their successors are elected
and have qualified, or until death, resignation or removal, whichever is sooner.
 
    There are no arrangements or understandings between any of the executive
officers of the Company and other persons relating to their selection as
officers.
 
    There have been no events under any bankruptcy act, no original proceedings,
and no judgments or injunctions material to the evaluation of the ability and
integrity of any director or executive officer during the past five years.
 
COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS
 
    The Company Board has designated two standing committees--an Audit Committee
and a Compensation Committee. The members of each standing committee are
appointed by the Company Board and serve a term coexistent with that of the
Company Board that appointed such committee.
 
    The Audit Committee, composed of three directors, held two meetings during
the year ended March 31, 1996. The Audit Committee recommends to the Company
Board the retention or discharge of the Company's independent auditors and
reviews the scope, extent and procedures of the audit and the fees to be paid
therefor. The Audit Committee also reviews the audit results, and approves the
audited financial statements and recommends to the Company Board their inclusion
in the annual report to stockholders; consults with the independent auditors,
the internal auditors and management on the adequacy of internal accounting
controls; and performs such other functions as may be necessary in the efficient
discharge of its duties.
 
    The Compensation Committee, composed of three directors, held five meetings
during the year ended March 31, 1996. The Compensation Committee serves as the
administrative committee for the Company's stock option plan, restricted stock
plan, deferred compensation plan, and all other incentive plans; reviews and
makes recommendations to the Company Board with respect to the salary and other
terms and conditions of employment of the Chief Executive Officer and approves
salaries and other terms and conditions of employment of all other officers and
of other employees of the Company above specified salary grades, and examines
and makes recommendations to the Company Board regarding the Company's overall
compensation program for managerial level employees.
 
    The Company Board held six meetings during the year ended March 31, 1996.
Attendance at Company Board and Committee meetings combined averaged
approximately 94%. Each director, except for Mr. Seelenfreund, attended more
than 75% of the combined total meetings of the Company Board and Committees of
the Company Board on which the director served at any time during the year.
 
COMPENSATION OF DIRECTORS
 
    During the fiscal year ended March 31, 1996, each director who was not an
employee of the Company or of McKesson received an annual retainer of $15,000,
payable quarterly; a stipend of $1,000 for each Company Board or Committee
meeting attended; and reimbursement for all expenses incurred in attending such
meetings. Directors who are employees of the Company or of McKesson receive no
additional compensation for their services as members of the Company Board or
any Company Board Committee. In addition, the nonemployee directors also receive
nonqualified stock options under the provisions of the 1986 Stock Option Plan,
which provide that each nonemployee director, on the date of the Annual Meeting
of Stockholders at which he or she is first elected to the Company Board, is to
receive an option to purchase 5,000 shares of Common Stock, which is immediately
exercisable in full but expires in five equal annual installments. On the date
of each subsequent annual meeting, each continuing nonemployee director
automatically receives an option to purchase an additional 1,000 shares, which
is immediately exercisable in full. Subject to the above-mentioned expiration
provisions, the term of each option is five years.
 
                                       25
<PAGE>
    Under the Company's Deferred Compensation Administration Plan (the "DCAP"),
any director entitled to compensation for services as a director may make an
irrevocable election to defer receipt of all or a portion of his or her annual
retainer and meeting fees, (but not less than $5,000), until such person ceases
to be a director or attains age 65, whichever is later, or at such other time as
is specified by the director, after which payments are made in any number of
approximately equal annual installments over such period of years, not exceeding
fifteen, as is elected by the director. In the event of a change in control of
the Company (as defined in the DCAP) deferred funds shall be distributed
immediately upon the effective date of the change. One director currently
participates in the DCAP.
 
COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
 
    David E. McDowell, Chairman of the Compensation Committee, was employed by
McKesson as a Senior Adviser during the fiscal year ended March 31, 1996, and
William A. Armstrong, a member of the Committee, is Vice President Human
Resources and Administration of McKesson. The third member of the Committee, Jon
S. Cartwright, is an independent outside director. See Certain Relationships and
Related Transactions.
 
                           SUMMARY COMPENSATION TABLE
 
    The following table sets forth the compensation for services in all
capacities to the Company for the three fiscal years ended March 31, 1994, 1995
and 1996 of the Chief Executive Officer, and each of the other four most highly
compensated executive officers of the Company in fiscal year 1996.
<TABLE>
<CAPTION>
                                                                                          LONG-TERM COMPENSATION
                                                                                   -------------------------------------
                                                                                            AWARDS
                                                    ANNUAL COMPENSATION            ------------------------    PAYOUTS
                                          ---------------------------------------  RESTRICTED                -----------
                                                                    OTHER ANNUAL      STOCK                     LTIP
NAME AND PRINCIPAL                                                  COMPENSATION     AWARDS      OPTIONS/      PAYOUTS
POSITION(1)                      YEAR      SALARY($)    BONUS($)       ($)(2)        ($)(3)       SARS(#)        ($)
-----------------------------  ---------  -----------  -----------  -------------  -----------  -----------  -----------
<S>                            <C>        <C>          <C>          <C>            <C>          <C>          <C>
Kenneth M. Evans,                   1996   $ 312,000    $       0    $35,428(5)     $  81,875       15,000    $       0
  President and CEO                 1995     300,000      170,000        --           118,250       20,000       91,530
                                    1994     285,000      290,000        --           347,900       15,000      112,500
 
Michael G. McCafferty,              1996     134,615            0        --            49,125       35,000            0
  Executive Vice President
  and Chief Financial
  Officer(6)
 
Michael A. Caron,                   1996     177,500            0        --            32,750        6,500            0
  Senior Vice President             1995     169,000       47,000        --            43,000        7,000       44,800
  and President of Armor            1994     163,600       54,000        --            43,050        3,000       56,900
  All International
 
Donald N. Weinberger,               1996     151,000            0        --                 0            0            0
  Vice President
  Operations(6)
 
Steven L. Kliff,                    1996     165,212            0        --                 0            0            0
  Senior Vice President             1995     175,000       47,000        --            43,000        6,500       41,000
  Consumer Products(6)              1994     158,250       70,000        --            61,500        5,000            0
 
<CAPTION>
 
                                 ALL OTHER
NAME AND PRINCIPAL             COMPENSATION
POSITION(1)                       ($)(4)
-----------------------------  -------------
<S>                            <C>
Kenneth M. Evans,                $  13,646
  President and CEO                 50,154
                                    32,508
Michael G. McCafferty,                   0
  Executive Vice President
  and Chief Financial
  Officer(6)
Michael A. Caron,                   10,298
  Senior Vice President             37,247
  and President of Armor            21,332
  All International
Donald N. Weinberger,                9,268
  Vice President
  Operations(6)
Steven L. Kliff,                     4,685
  Senior Vice President             29,413
  Consumer Products(6)               9,368
</TABLE>
 
------------------------------
 
(1) Mr. McDowell, who serves as Chairman of the Board of the Company, receives
    no compensation from the Company.
 
(2) Except as noted in the footnotes below, the dollar value of perquisites and
    other personal benefits for each named executive officer during fiscal year
    1996 was less than established reporting thresholds.
 
(3) All shares awarded in fiscal years 1996 and 1995 were performance-based and
    the restrictions will lapse at the end of fiscal years 2000 and 1999,
    respectively, if the Company meets specified financial goals. Of the
    restricted shares awarded in fiscal year 1994, 12,500 shares awarded to Mr.
    Evans, are being released in annual increments of 25% beginning one year
    after the date of the award, provided that Mr. Evans remains in the
    employment of the Company on the dates on which the restrictions lapse. The
 
                                       26
<PAGE>
    remaining restricted shares awarded in fiscal year 1994 were
    performance-based and will be released at the end of fiscal year 1998 if the
    Company attains a specified goal of compounded growth in profit before tax
    for the four-year period ending on March 31, 1998. Dividends are paid on the
    shares at the same rate as paid to all other stockholders. The 1988
    Restricted Stock Plan provides that, in the event of a change in control of
    the Company or of McKesson (as defined in the plan), all restrictions on
    outstanding restricted stock grants shall immediately lapse. As of March 31,
    1996, the number of shares of restricted stock outstanding to each named
    executive officer and the market value of the shares (based upon the closing
    stock price of $16.375 on Friday, March 29, 1996), respectively, were as
    follows: Mr. Evans, 33,050 and $541,194; Mr. McCafferty, 3,000 and $49,125;
    Mr. Caron, 8,600 and $140,825; Mr. Weinberger, 5,400 and $88,425; and Mr.
    Kliff, 0 and $0.
 
(4) For fiscal year 1996, includes the aggregate value of (i) the Company's
    matching stock contributions under the Profit-Sharing Investment Plan
    ("PSIP"), a plan designed to qualify as an employee stock ownership plan
    under the Internal Revenue Code (the "Code"), allocated to the accounts of
    the named executive officers, as follows: Mr. Evans, $1,800; Mr. Caron,
    $1,800; and Mr. Weinberger, $1,800; (ii) employer matching cash
    contributions under the Supplemental PSIP, an unfunded, nonqualified plan
    established because of limitations on annual contributions to the PSIP
    contained in the Code, as follows: Mr. Evans, $4,794; Mr. Caron, $908; and
    Mr. Weinberger, $780; (iii) stock contributions made by McKesson to the
    named executives' ESOP accounts under the McKesson PSIP, as follows: Mr.
    Evans, $7,052; Mr. Caron, $7,120; Mr. Weinberger, $6,688; and Mr. Kliff,
    $4,685; and (iv) above-market interest accrued on deferred compensation for
    Mr. Caron in the amount of $470.
 
(5) Includes $13,618 imputed interest on the loan to Mr. Evans described under
    "Indebtedness of Executive Officers" on page 21.
 
(6) Mr. McCafferty's employment with the Company commenced on September 11,
    1995; Mr. Weinberger became an executive officer on September 1, 1995 and
    his employment with the Company terminated in June 1996; and Mr. Kliff's
    employment with the Company terminated on January 31, 1996.
 
                     OPTION/SAR GRANTS IN LAST FISCAL YEAR
 
<TABLE>
<CAPTION>
                                                                 INDIVIDUAL GRANTS
                                                ----------------------------------------------------
                                                               % OF TOTAL                               GRANT DATE
                                                                 OPTIONS                                   VALUE
                                                               GRANTED TO                             ---------------
                                                                EMPLOYEES   EXERCISE OR                 GRANT DATE
                                                OPTIONS/SARS    IN FISCAL   BASE PRICE   EXPIRATION       PRESENT
NAME                                            GRANTED(#)(1)     YEAR        ($/SH)        DATE         VALUE(2)
----------------------------------------------  -------------  -----------  -----------  -----------  ---------------
<S>                                             <C>            <C>          <C>          <C>          <C>
Kenneth M. Evans..............................       15,000          7.16    $   16.00      1/23/06     $    60,720
 
Michael G. McCafferty.........................       25,000         11.93        17.50      9/20/05         110,688
 
                                                     10,000          4.77        16.00      1/23/06          40,480
 
Michael A. Caron..............................        6,500          3.10        16.00      1/23/06          26,312
 
Donald N. Weinberger(3).......................            0             0            0            0               0
 
Steven L. Kliff(3)............................            0             0            0            0               0
</TABLE>
 
------------------------
 
(1) During fiscal year 1996, options to purchase an aggregate of 211,500 shares
    were granted to 59 optionees at option prices ranging from $16.00 to $19.25
    with a weighted average option price of $16.48. All options granted to
    employees are for ten-year terms and are granted at fair market value and
    exercisable in installments of 25% per year beginning one year after the
    date of grant, except that the grant of 25,000 shares to Mr. McCafferty on
    September 20, 1995, at the exercise price of $17.50 per share, vests in full
    on the first anniversary of the date of grant. Optionees may satisfy the
    exercise price by submitting currently owned shares and/or cash. Income tax
    withholding obligations may be satisfied by electing to have the Company
    withhold shares otherwise issuable under the option with a fair market value
    equal to such obligations. The Company has not granted any stock
    appreciation rights.
 
(2) In accordance with Securities and Exchange Commission rules, a modified
    Black-Scholes option pricing model was chosen to estimate the grant date
    present value of 25.3% for the options set forth in this table. The
    assumptions used in calculating the reported value include: stock
    volatility, 35.09%; interest rate, 5.65%; annual dividend, $.64; exercise
    period, 10 years; reductions of approximately 9.61% to reflect the
    probability of forfeiture due to termination prior to vesting, and
    approximately
 
                                       27
<PAGE>
    10.37% to reflect the probability of a shortened option term due to
    termination of employment prior to the option expiration date. The Company
    does not believe that the Black-Scholes model, or any other model, can
    accurately determine the value of an option. Accordingly, there is no
    assurance that the value realized by an executive, if any, will be at or
    near the value estimated by the Black-Scholes model. Future compensation
    resulting from option grants is based solely on the performance of the
    Company's stock price.
 
(3) Mr. Weinberger became an executive officer on September 1, 1995 and his
    employment with the Company terminated in June 1996; Mr. Kliff's employment
    with the Company terminated on January 31, 1996.
 
                                       28
<PAGE>
                AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
                       AND FISCAL YEAR-END OPTION VALUES
 
<TABLE>
<CAPTION>
                               SHARES ACQUIRED                                          NUMBER OF UNEXERCISED  VALUE OF UNEXERCISED
                                 ON EXERCISE                    VALUE REALIZED               OPTIONS AT        IN-THE-MONEY OPTIONS
                        ------------------------------  ------------------------------     FISCAL YEAR-END      AT FISCAL YEAR-END
         NAME            EXERCISABLE    UNEXERCISABLE    EXERCISABLE    UNEXERCISABLE            (#)                  ($)(1)
----------------------  -------------  ---------------  -------------  ---------------  ---------------------  ---------------------
<S>                     <C>            <C>              <C>            <C>              <C>                    <C>
Kenneth M. Evans              --0--       $   --0--          90,000          45,000           $ 305,000              $   5,625
 
Michael G. McCafferty         --0--           --0--           --0--          35,000               --0--                  3,750
 
Michael A. Caron              --0--           --0--          34,938          15,312              86,581                  2,438
 
Donald N.
  Weinberger(2)               2,825          16,306          23,600           6,875              10,781                  --0--
 
Steven L. Kliff(2)            --0--           --0--          18,563           --0--              34,125                  --0--
</TABLE>
 
------------------------------
 
(1) Calculated based upon the fair market value share price of $16.375 on
    Friday, March 29, 1996, less the share price to be paid on exercise. There
    is no guarantee that if and when these options are exercised they will have
    this value.
 
(2) Mr. Weinberger became an executive officer on September 1, 1995 and his
    employment with the Company terminated in June 1996; Mr. Kliff's employment
    with the Company terminated on January 31, 1996.
 
         REPORT OF THE COMPENSATION COMMITTEE ON EXECUTIVE COMPENSATION
 
    The Company's executive compensation program is administered by the
Compensation Committee (the "Committee") of the Company Board. The Committee is
composed of three directors. One of the members is an employee of McKesson, one
is an officer of McKesson and the third is an independent outside director. The
Committee is responsible for administering the Company's stock option and
restricted stock plans, reviewing and making recommendations to the full Company
Board with respect to the salary, incentive compensation and other terms and
conditions of employment of the Chief Executive Officer and approving salaries,
incentive compensation and other terms and conditions of employment of the other
executive officers named in the Summary Compensation Table (the "executive
officers") and other officers and key employees of the Company in and above
specified salary grade levels.
 
    The following report was prepared by the members of the Committee (whose
names appear at the end of the report) to provide the Company's stockholders
with an explanation of the Company's compensation policies, and the criteria
used in designing compensation programs and setting compensation levels for the
executive officers, and specifically, the compensation of the Chief Executive
Officer during fiscal year 1996.
 
    In its deliberations concerning compensation of executive officers, the
Committee considers the following factors: (1) the Company's performance in
comparison with previously set objectives and against the prior year's
achievement, (2) the individual performance of each executive officer, (3) a
number of comparative compensation surveys, which are supplied by professional
compensation consultants approved by the Committee and retained by the Company
for this purpose, and other material concerning compensation levels and stock
grants at similar companies, such as compensation information disclosed in the
proxy statements of other companies, (4) the overall competitive environment for
executives and the level of compensation needed to attract and retain executive
talent, and (5) the recommendations of professional compensation consultants.
Companies used in comparative analyses for executive compensation purposes are
selected with the assistance of these professional compensation consultants.
Such companies represent a broad cross-section of consumer product companies and
are selected based on a variety of factors including similarity in financial
attributes, size and complexity to the Company. The companies used in
comparative analyses for executive compensation purposes include some of the
companies in the Peer Group Index used in the Performance Graph, as well as
other companies. The Committee relies on a broad array of companies in various
industries for comparative analysis of executive compensation because it
believes that the Company's competitors for executive talent are more varied
than
 
                                       29
<PAGE>
the companies included in the Peer Group Index chosen for comparing stockholder
return in the Performance Graph.
 
    The Company's compensation program is designed to enhance stockholder value
by linking a large part of the executives' compensation directly to performance.
The objective is to provide base salary for executives at approximately the 60th
percentile for executives at similar companies, while providing an opportunity
to achieve total compensation (including base salary, annual bonus and long-term
incentives) at the 75th percentile or above for exceptional performance.
 
                           COMPONENTS OF COMPENSATION
 
    The Company's compensation package consists of base salary, a short-term
incentive plan, and long-term incentives (stock and cash). Base pay is reviewed
annually. Actual base salary is based on individual performance, competitive pay
practices and level of responsibility. Competitive pay practices are determined
through job evaluation and market comparisons. The fiscal year 1996 salaries of
executive officers were determined primarily on the basis of each executive
officer's performance and responsibility, the Corporation's performance, and
competitive salary level market data. Increases in fiscal year 1996 salaries
reflected the Committee's determination that compensation levels should be
increased to remain competitive, given each executive officer's performance, the
Company's performance in fiscal year 1996 and the competitive environment for
executive talent.
 
    The Short-Term Incentive Plan ("STIP") rewards participants for reaching
profit targets related to required rates of return. For fiscal year 1996, the
measures included goals for pre-tax income at specified levels of investment.
Individual executives' target values vary by level of responsibility, are set as
a percentage of base salary and are competitive with those paid to executive
officers at companies in the comparison group. The annual incentive award an
executive officer is eligible to receive can range from zero to three times the
incentive award percentage assigned to his or her position. STIP awards were not
paid to the executive officers for fiscal year 1996, because the Company's
financial performance was below the targets set forth in the plan.
 
    The Company has three executive compensation plans to help achieve long-term
performance objectives. The three plans are the Stock Option Plan, the
Restricted Stock Plan and the Long-Term Incentive Plan ("LTIP"). One-third of
competitive long-term incentive value is intended to be provided by stock
options, one-third by restricted stock and one-third by the cash LTIP. The LTIP
provides cash awards based solely on the Company's results over three-year
periods. Goals for this plan are set annually for the successive three-year
period. These goals are designed to focus an executive officer's attention on
long-term growth balanced with return to stockholders. The measures of financial
performance currently in use for the LTIP are profit before tax in excess of a
specified percentage return on assets employed. LTIP awards were not paid to the
executive officers for the three-year period ended March 31, 1996, because the
Company's financial performance was below the minimum targets required for
payout under the plan. No further performance periods remain open under the LTIP
which has been discontinued as an element of compensation for executive
officers.
 
    In March 1996, the Board of Directors established an incentive plan for
strategic business unit managers, including certain officers, for fiscal year
1997 ("FY1997 Incentive Plan"). The FY1997 Incentive Plan provides for
performance awards payable in cash upon achievement of predetermined earnings
per share targets for fiscal year 1997. Payment of the cash awards, if earned,
will be paid in two equal installments--50% at the end of fiscal year 1997 and
50% at the end of fiscal year 1998.
 
    The Company's 1986 Stock Option Plan is designed to strengthen the link
between the interests of stockholders and management. Stock options are
generally granted annually and provide executives a ten-year period, subject to
specified vesting requirements, to purchase shares of Common Stock at the full
market price of the stock on the day the option is granted. Annual grants are
generally equal to the target percent of pay described above modified by
performance. In addition, the Committee considers the size of
 
                                       30
<PAGE>
prior grants, but does not take into account the number of options currently
held by an executive officer in determining annual award levels. The number of
options needed to provide the target percent of pay is determined by use of a
modified Black-Scholes model for valuing stock options.
 
    The Company's 1988 Restricted Stock Plan was established to provide strong
incentive for highly qualified executives to remain with the Company as well as
to strengthen their link to stockholders through increased stock ownership.
Grants of restricted stock are considered annually. The current general practice
is for restrictions to lapse only if performance goals are met during a
four-year period. The measure used to determine if restrictions will lapse on
the performance-based shares awarded in fiscal year 1996 will be the compounded
increase in profit before tax over a four-year period.
 
    The Company has not yet adopted a policy regarding the recently enacted $1
million annual limitation on the federal income tax deductibility of
compensation paid to any executive officer. However, it has been determined that
the new limitations did not impact the Company in fiscal year 1996. At the
present time, there are no executive officers whose compensation meets or
exceeds the $1 million annual limit nor is it expected that an executive officer
will reach this limit in fiscal year 1997. The Committee's present intention is
to comply with the requirements of Section 162(m) unless the Committee concludes
that required changes would not be in the best interests of the Company or its
stockholders.
 
           COMPENSATION OF THE PRESIDENT AND CHIEF EXECUTIVE OFFICER
 
    During fiscal year 1996, the Committee reviewed the performance of the
President and CEO, Kenneth M. Evans, and approved his stock option and
restricted stock awards using the same criteria that were used to determine
awards for the executive officers discussed at the beginning of this report. Mr.
Evans' compensation for fiscal year 1996 is shown in the Summary Compensation
Table.
 
    On April 1, 1995, the Committee, with the concurrence of the full Company
Board, increased Mr. Evans' annual salary from $300,000 to $312,000 based on the
Company's performance for fiscal year 1995 and competitive market data on salary
levels. Given the Company's disappointing operating results in fiscal year 1996,
Mr. Evans, at his request, did not receive a salary increase at the end of the
year. Additionally, since the profit targets established under the STIP and the
performance goals established under the LTIP for the respective one-year and
three-year incentive periods ended March 31, 1996 were not met, no awards were
paid to Mr. Evans under either plan in fiscal year 1996.
 
    The stock option award to Mr. Evans made in January 1996 was based on the
Committee's assessment of his overall performance during a difficult year and on
the Committee's philosophy that stock ownership by management aligns
management's interests more closely with those of the Company's stockholders.
The restrictions imposed on the restricted stock award granted to Mr. Evans in
January 1996 will lapse in fiscal year 2000 only if specific performance
objectives for compound growth in profit before tax are met.
 
    It is the Committee's view that the total compensation package for Mr. Evans
was based on an appropriate balance of (1) the Company's performance, (2) his
individual performance, and (3) competitive practice.
 
The Compensation Committee
 
David E. McDowell, CHAIRMAN
 
William A. Armstrong
 
Jon S. Cartwright
 
                                       31
<PAGE>
                               PERFORMANCE GRAPH
 
    Set forth below is a line graph comparing the performance of the Company's
Common Stock during the period April 1, 1991 through March 31, 1996 with the
NASDAQ Stock Market Index, and a peer group composed of the following seventeen
consumer products companies: Alberto-Culver Company, Church & Dwight Co., Inc.,
Eljer Industries, Inc., First Brands Corporation, Kimball International, Inc.,
Lancaster Colony Corporation, La-Z-Boy Chair Company, National Presto
Industries, Inc., NCH Corporation, Oneida Ltd., Royal Appliance Mfg. Co., RPM,
Inc., The Scotts Company, Stanhome Inc., The Valspar Corporation, WD-40 Company,
and Wynn's International, Inc. The Company is not included in the peer group.
Pratt & Lambert, Inc., formerly a member of the peer group, has been removed
because it is no longer a publicly-held company. Total Return Indices reflect
reinvested dividends and are weighted on a market capitalization basis at the
time of each reported data point. The stock price performance depicted in the
performance graphs shown below is not necessarily indicative of future price
performance.
 
                       FIVE-YEAR CUMULATIVE TOTAL RETURN*
 
EDGAR REPRESENTATION OF DATA POINTS USED IN PRINTED GRAPHIC
 
<TABLE>
<CAPTION>
           ARMOR ALL     NASDAQ COMPOSITE     PEER GROUP
<S>        <C>         <C>                   <C>
1991          $100.00               $100.00       $100.00
1992          $111.40               $127.45       $118.49
1993          $181.94               $146.51       $123.26
1994          $191.07               $158.15       $126.24
1995          $220.05               $175.93       $128.51
1996          $173.91               $238.88       $150.50
</TABLE>
 
------------------------
 
*   Assumes $100 invested in Armor All Common Stock and in each index on March
    31, 1991 and that all dividends are reinvested.
 
                      EMPLOYMENT CONTRACTS AND TERMINATION
                OF EMPLOYMENT AND CHANGE IN CONTROL ARRANGEMENTS
 
    The disclosure set forth under "Arrangements with Executive Officers,
Directors or Affiliates of the Company" in Item 3 of Schedule 14D-9 is
incorporated by reference herein.
 
                                RETIREMENT PLAN
 
    Employees of the Company participate in the McKesson Corporation Retirement
Plan (the "McKesson Plan"). The costs of participation in the McKesson Plan are
paid by the Company.
 
                                       32
<PAGE>
    The table below illustrates, as of March 31, 1996, the estimated annual
benefits payable upon retirement at age 65 under the McKesson Plan in the
specified compensation and years-of-service classifications. The benefits are
computed as single life annuity amounts.
 
<TABLE>
<CAPTION>
                                                                                    FIVE YEAR AVERAGE
                                                                        ------------------------------------------
                                                                                     YEARS OF SERVICE
                                                                        ------------------------------------------
COMPENSATION                                                               15         20         25         30
----------------------------------------------------------------------  ---------  ---------  ---------  ---------
<S>                                                                     <C>        <C>        <C>        <C>
$150,000..............................................................  $  29,432  $  39,242  $  49,053  $  58,864
 200,000..............................................................     29,432     39,242     49,053     58,864
 300,000..............................................................     29,432     39,242     49,053     58,864
 400,000..............................................................     29,432     39,242     49,053     58,864
 500,000..............................................................     29,432     39,242     49,053     58,864
 600,000..............................................................     29,432     39,242     49,053     58,864
 700,000..............................................................     29,432     39,242     49,053     58,864
</TABLE>
 
    Annual benefits are generally equal to a percentage of final average pay
(averaged over the highest consecutive five-year period out of the last 15 years
of service preceding retirement) up to Covered Compensation (the average of the
Social Security wage bases over the 35 year period ending with the year the
participant attains or will attain Social Security Retirement Age) plus a
percentage of final average pay exceeding Covered Compensation, the total of
which is multiplied by years of creditable service up to a maximum of 30 years.
Compensation covered under the McKesson Plan is defined as base pay plus
overtime and/or annual bonus as disclosed in the Summary Compensation Table for
the named executive officers and as limited by Section 401(a)(17) of the Code.
 
    As of March 31, 1996, the following individuals had the number of years of
creditable service indicated: Mr. Evans, 5 years; Mr. McCafferty, 0 years; Mr.
Caron, 11 years; and Mr. Weinberger, 7 years prior to the termination of his
employment in June 1996.
 
    Mr. Evans also participates in the McKesson Corporation 1984 Executive
Benefit Retirement Plan (the "EBRP"). The benefit under the EBRP is a percentage
of final average pay based on years of service or is determined by the Board of
Directors. The maximum benefit is 60% of final average pay. The total paid under
the EBRP is not reduced by Social Security benefits but is reduced by those
benefits payable on a single life basis under the McKesson Plan. Based on
retirement at age 65, the annual combined benefit payable to Mr. Evans under the
McKesson Plan and the EBRP would be approximately $290,885.
 
                       INDEBTEDNESS OF EXECUTIVE OFFICERS
 
    During fiscal year 1996 Mr. Evans' maximum aggregate indebtedness to the
Company, and the amount outstanding at May 15, 1996, was $400,000. This amount
relates to an interest-free loan extended to Mr. Evans and secured by a deed of
trust on certain residential property owned by him. The principal amount of the
loan is payable upon the earlier of (i) termination of Mr. Evans' employment
with the Company, or (ii) sale of the property, unless the loan is then secured
by a separate deed of trust on real property purchased by Mr. Evans as his
principal residence.
 
    No other director or executive officer was indebted to the Company in an
amount exceeding $60,000 at any time during fiscal year 1996.
 
                 CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
    On July 1, 1986, the Company entered into a Services Agreement, (the
"Services Agreement") with McKesson, of which Mr. Seelenfreund is an officer and
director, Messrs. Armstrong and Mahoney are officers and Mr. McDowell is a
former Senior Adviser, officer and director. Pursuant to the Services Agreement,
McKesson has agreed to provide certain corporate staff services to the Company.
For the fiscal year ended March 31, 1996, the amount charged the Company by
McKesson for such services was
 
                                       33
<PAGE>
$519,000, exclusive of insurance and outside professional services that are
billed separately. This charge is modified annually to reflect changes in
McKesson's costs of providing these services. Such services include treasury and
financial, legal, corporate secretary, tax, internal audit, planning and
corporate development, accounting advice, and employee benefit, personnel and
payroll services. The Company can request, and McKesson may provide, data
processing, computer programming and other services to supplement the
capabilities of the Company. McKesson has agreed to make available to the
Company certain employee benefit plans and also has agreed to allow Corporation
employees to continue to participate in McKesson's retirement plan and employee
stock ownership plans. The Company has agreed to contribute annually to the
plans the amount necessary to fund employee participation. The Company is also
insured under McKesson's property and casualty insurance program for limits of
liability and deductibles deemed appropriate for the Company's risk exposures
and size. Premiums are based on the Company's risk exposure and historical loss
experience.
 
    The Services Agreement is automatically renewed for successive one-year
terms unless terminated and is reviewed annually by the Company's Chief
Financial Officer with the independent nonemployee directors. The Agreement will
be terminated if McKesson should own less than a majority of the outstanding
voting stock of the Company, or upon 120 days' prior written notice by either
party, or upon such earlier date as the parties may mutually agree to in
writing. The Services Agreement will be amended in connection with the Merger
Agreement. The Services Agreement provides that McKesson's liability with
respect to any loss or damages arising in connection with the provision of
services to the Company is limited to amounts billed for such services.
 
    Pursuant to the Services Agreement, the Company's U.S. operations
participate on a daily basis in a cash management program administered by
McKesson. Under this arrangement, the Company invests any excess cash under the
cash management program, has access to the cash invested and meets cash
requirements through borrowing from McKesson. All amounts invested with McKesson
are deposited in a separate bank account in the Company's name. The Company
receives interest from McKesson on funds deposited under the program, or pays
interest to McKesson on funds borrowed, at a rate equal to the monthly Federal
Reserve Composite Rate for 7-day commercial paper less one-tenth of one percent
for funds deposited under the program and plus one-half of one percent for funds
borrowed from McKesson. The Services Agreement provides that McKesson will make
available that amount of cash necessary to provide the Company with sufficient
funds to meet its needs as defined in its annual capital and operating budget
and that the Company will pay McKesson an annual credit facility fee of $25,000.
At March 31, 1996, the Company had invested $17,359,000 under the cash
management program at an interest rate of 5.3%. The maximum amount invested by
the Company under the cash management program at any month end during the fiscal
year ended March 31, 1996 was $37,875,000. In the fiscal year ended March 31,
1996, the Company received from McKesson net interest in the amount of
$1,486,000 pursuant to this arrangement. The Merger Agreement provides that all
monies held by McKesson pursuant to the cash management program shall be
remitted to the Company at the Effective Time.
 
    Under the terms of the Acquisition Agreement dated July 1, 1986 pursuant to
which McKesson transferred the business of its Armor All Products Division to
the Company (the "Acquisition Agreement"), McKesson and the Company have agreed
that, so long as McKesson owns at least a majority of the outstanding voting
stock of the Company, McKesson will refer to the Company any business
opportunities McKesson deems appropriate concerning appearance protection
products applicable to the automotive aftermarket. McKesson has complete
discretion to determine which products or ideas the Company may develop or fund.
McKesson has not established objective criteria to utilize in exercising its
discretion. Such determinations will be made on a case-by-case basis as such
opportunities arise. McKesson has no obligation to refer to the Company ideas or
products whether or not related to appearance protection products applicable to
the automotive aftermarket. McKesson is currently in the business of
distributing appearance protection products, and will continue to be entitled to
distribute such products and any other products it deems appropriate. The
Company is entitled to retain and develop any product or idea within
 
                                       34
<PAGE>
the scope of its intended operations which it develops through its own
facilities or staff. McKesson is not obligated to fund, or permit the Company to
fund, development of any product or idea, if McKesson concludes that such
development is not in the Company's best interests.
 
                SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
 
    The following table sets forth information as of November 30, 1996, with
respect to the only persons known by the Company to be the beneficial owners of
more than five percent of its outstanding Common Stock, which is the Company's
only class of voting securities.
 
<TABLE>
<CAPTION>
                                                                                   AMOUNT AND NATURE
                                NAME AND ADDRESS                                     OF BENEFICIAL     PERCENT OF
                               OF BENEFICIAL OWNER                                     OWNERSHIP          CLASS
---------------------------------------------------------------------------------  ------------------  -----------
<S>                                                                                <C>                 <C>
McKesson Corporation.............................................................       11,624,900           54.4
  One Post Street                                                                               Sole voting and
  San Francisco, CA 94104                                                                      investment power
 
David L. Babson & Co., Inc.......................................................        1,193,700(1)         5.6
  One Memorial Drive
  Cambridge, MA 02142
 
RCM Capital Management...........................................................        1,674,000(2)         7.8
  Four Embarcadero Center
  Suite 3000
  San Francisco, CA 94111
 
Travelers Group Inc..............................................................        1,233,070(3)         5.8
  388 Greenwich Street
  New York, NY 10013
</TABLE>
 
------------------------
 
(1) This information is based on a Schedule 13G filed with the Securities and
    Exchange Commission, reporting that as of December 31, 1995, David L. Babson
    & Co., Inc., a registered investment adviser, had sole voting power as to
    546,750 shares, shared voting power as to 646,950 shares, and sole
    dispositive power as to 1,193,700 shares.
 
(2) This information is based on an amendment to a Schedule 13G filed with the
    Securities and Exchange Commission by RCM Capital Management ("RCM"), on its
    own behalf and that of its general partner, RCM Limited L.P., and RCM
    Limited L.P.'s general partner, RCM General Corporation, reporting that as
    of December 31, 1995, RCM, a registered investment adviser, had sole voting
    power as to 1,502,000 shares, shared dispositive power as to 27,000 shares,
    and sole dispositive power as to 1,647,000 shares.
 
(3) This information is based on a Schedule 13G filed with the Securities and
    Exchange Commission, reporting that as of December 31, 1995, Travelers Group
    Inc., a parent holding company, had shared voting and dispositive power as
    to all 1,233,070 shares.
 
                                       35
<PAGE>
                  SECURITY OWNERSHIP OF DIRECTORS AND OFFICERS
 
    The following table indicates as to each director and each of the executive
officers named in the Summary Compensation Table who were employed by the
Company on November 30, 1996 and as to all directors and officers as a group,
the number of shares and percentage of the Company's Common Stock beneficially
owned as of November 30, 1996:
 
<TABLE>
<CAPTION>
                                                                            AMOUNT AND NATURE
                                                                              OF BENEFICIAL
NAME                                                                           OWNERSHIP(1)
--------------------------------------------------------------------------  ------------------
<S>                                                                         <C>
William A. Armstrong......................................................         -0-
Jon S. Cartwright.........................................................        6,000(2)(4)
Kenneth M. Evans..........................................................      151,417(2)(3)
David L. Mahoney..........................................................         -0-
David E. McDowell.........................................................         -0-
Karen Gordon Mills........................................................        6,000(2)
Alan Seelenfreund.........................................................         -0-
Michael A. Caron..........................................................       58,200(2)(3)
Michael G. McCafferty.....................................................       30,500(3)
Gayle F. Metzler..........................................................       33,384(2)(3)
Gordon Hyde...............................................................         -0-
All Directors and Officers as a Group (13 persons)........................      286,901(2)(3)
</TABLE>
 
------------------------
 
(1) Unless otherwise indicated, the nature of beneficial ownership for all
    shares is sole voting and investment power (or with voting and investment
    power shared with a spouse). The shares represent less than 1% of the
    outstanding shares for every person, and 1.3% for all directors and officers
    as a group.
 
(2) Includes shares that may be acquired within 60 days after November 30, 1996
    through the exercise of stock options granted under the Company's 1986 Stock
    Option Plan, as follows: Mr. Evans, 110,000; Mr. Caron, 35,125; Mr.
    McCafferty, 27,500; Ms. Metzler, 24,800; 23,600; Mr. Cartwright, 5,000; Ms.
    Mills, 5,000; and all directors and officers as a group, 207,425.
 
(3) Includes shares held under the Company's Profit-Sharing Investment Plan and
    as to which the participant has sole voting but no investment power, as
    follows: Mr. Evans, 1,297; Mr. Caron, 2,677; Ms. Metzler, 1,802; and all
    directors and officers as a group, 5,776; 29,925 shares subject to possible
    forfeiture granted to Mr. Evans, 8,600 to Mr. Caron, 3,000 to Mr.
    McCafferty, 5,000 to Ms. Metzler and 63,325 shares to all directors and
    officers as a group under the Company's 1988 Restricted Stock Plan; and 200
    shares held by a member of the group as joint trustee for his minor
    children, as to which shares he disclaims beneficial ownership.
 
(4) Includes 1,000 shares held in a revocable trust for the benefit of Mr.
    Cartwright and his spouse who are the beneficiaries of such trust.
 
                                       36
<PAGE>
      COMPLIANCE WITH SECTION 16(a) OF THE SECURITIES EXCHANGE ACT OF 1934
 
    Under the federal securities laws, the Company's directors, its executive
officers and any persons holding (as defined in the rules and regulations of the
Securities and Exchange Commission) more than ten percent of the Company's
Common Stock are required to report their initial ownership of the Company's
Common Stock and any subsequent changes in that ownership to the Securities and
Exchange Commission (the "Commission"), the Nasdaq Stock Market and the Company.
For fiscal year 1996 and for fiscal year 1997 through the date hereof, these
filing requirements were satisfied, except that one director, Jon S. Cartwright,
inadvertently failed to report the transfer of his directly-owned shares to a
family trust on Form 5 for fiscal year 1995, but subsequently reported this
transaction on a Form 5 for fiscal year 1996. In making this disclosure, the
Company has relied solely on written representations of its directors and
executive officers and its ten percent holders and/or copies of the reports that
they have filed with the Commission.
 
                                       37
