<SUBMISSION>
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<CONFORMED-NAME>BACOU USA INC
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<ACT>34
<FILE-NUMBER>001-14311
<FILM-NUMBER>1660842
</FILING-VALUES>
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<STREET1>10 THURBER BLVD
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
<PHONE>4012330333
</BUSINESS-ADDRESS>
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<STREET1>10 THURBER
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
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<PAGE>
                                  SCHEDULE 14C

                       Information Statement Pursuant to
              Section 14(c) of the Securities Exchange Act of 1934

<TABLE>
<C>     <S>
Check the appropriate box:
 /X/    Preliminary Information Statement
 / /    CONFIDENTIAL, FOR USE OF THE COMMISSION ONLY (AS PERMITTED
        BY RULE 14C-5(D)(2))
 / /    Definitive Information Statement
                          BACOU USA, INC.
--------------------------------------------------------------------
          (Name of Registrant As Specified In Its Charter)
--------------------------------------------------------------------
</TABLE>

<TABLE>
<C>     <S>
 (Name of Person(s) Filing Information Statement, If Other Than the
                            Registrant)

Payment of Filing Fee (Check the appropriate box):
 / /    No fee required
 /X/    Fee computed on table below per Exchange Act Rules 14c-5(g)
        and 0-11
</TABLE>

       (1) Title of each class of securities to which transaction applies:

       Common Stock, Par Value $0.001 per share, of Bacou USA, Inc.

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

       (2) Aggregate number of securities to which transaction applies:

          17,681,665 shares of Common Stock and 962,700 options to purchase
          shares of Common Stock.

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

       (3) Per unit price or other underlying value of transaction computed
          pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
          filing fee is calculated and state how it was determined):

          The filing fee was determined based upon the sum of (a) the product of
          17,681,665 shares of Common Stock and the merger consideration of
          $28.50 per share and (b) the difference between $28.50 and the
          exercise price per share of Common Stock of each of the 962,700 shares
          covered by outstanding options. In accordance with Rule 0-11 under the
          Securities Exchange Act of 1934, as amended, the filing fee was
          determined by multiplying the amount calculated pursuant to the
          preceding sentence by 1/50 of one percent.

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

       (4) Proposed maximum aggregate value of transaction: $515,615,085

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

       (5) Total fee paid: $103,123

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

<TABLE>
<C>     <S>
 / /    Fee paid previously with preliminary materials.

 / /    Check box if any part of the fee is offset as provided by
        Exchange Act Rule 0-11(a)(2) and identify the filing for
        which the offsetting fee was paid previously. Identify the
        previous filing by registration statement number, or the
        form or schedule and the date of its filing.
</TABLE>

       (1) Amount Previously Paid:

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

       (2) Form, Schedule or Registration Statement no.:

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

       (3) Filing Party:

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

       (4) Date Filed:

       -------------------------------------------------------------------------
<PAGE>
                                BACOU USA, INC.
                              10 THURBER BOULEVARD
                              SMITHFIELD, RI 02917
                             INFORMATION STATEMENT

    We are sending you this information statement to describe the proposed
merger between Bacou USA, Inc. and Daniel U. S. Sub, Inc., a wholly owned
subsidiary of Christian Dalloz S.A., a French company. The merger is part of a
global transaction which involves the combination of the businesses of Christian
Dalloz and the Bacou Group. The Bacou Group includes Bacou USA, Bacou S.A. (our
majority stockholder), and its parent company, Engineering Henri Bacou S.A. The
combination will occur by virtue of the merger and the acquisition by Christian
Dalloz of all of the shares of Bacou S.A. and Engineering Henri Bacou. If the
merger and the related acquisition transactions are completed, we will become a
subsidiary of Christian Dalloz, and your shares of Bacou USA common stock will
be converted into the right to receive cash. For each share of Bacou USA common
stock that you own, you will receive $28.50 in cash.

    An oversight committee of our board of directors, consisting of board
members who are not officers or employees of Bacou USA and who are independent
of our majority stockholder, represented the interests of our stockholders,
other than Bacou S.A. and its affiliates, in connection with the negotiations
related to the merger agreement and the merger.

    The oversight committee considered and evaluated the merger agreement and
the merger and unanimously recommended to the full board of directors that the
merger is fair to our stockholders other than Bacou S.A. and its affiliates.

    In connection with its evaluation of the merger, the oversight committee
engaged UBS Warburg LLC to act as its financial advisor. On May 25, 2001 UBS
Warburg LLC rendered an oral opinion to the oversight committee, which was
subsequently confirmed in writing, to the effect that, as of such date and based
upon and subject to the matters set forth in such opinion, the consideration of
$28.50 per share in cash to be received by the stockholders of Bacou USA, other
than Bacou S.A., in the merger is fair from a financial point of view to such
stockholders. A copy of the written opinion of UBS Warburg LLC is attached as
Appendix B to the accompanying information statement, and you should read it
carefully.

    Our board of directors, after considering the unanimous recommendation of
the oversight committee, unanimously determined that the merger is fair to our
stockholders, other than Bacou S.A., and that the merger agreement and the
merger are advisable and in our best interests and the best interests of our
stockholders, other than Bacou S.A. Our board of directors unanimously approved
the merger agreement and the merger.

    Bacou S.A., representing more than 70% of the outstanding shares of Bacou
USA common stock, has already approved the merger by signing an irrevocable
written consent. No further vote of Bacou USA stockholders is necessary to
approve and adopt the merger agreement or the merger. WE ARE NOT ASKING YOU FOR
A PROXY AND YOU ARE REQUESTED NOT TO SEND US A PROXY. As we explain in this
information statement, however, completion of the merger is still subject to
satisfaction or waiver of a number of conditions, including various regulatory
approvals. We cannot predict with certainty when we will complete the merger,
but we hope to complete it no later than July 31, 2001.

    If you object to the merger, you may elect to pursue your appraisal rights
to receive the statutorily determined "fair value" of your shares (which could
be more or less than the $28.50 per share merger consideration), but only if you
comply with the procedures under Delaware law. The applicable statutory
provisions relating to the procedures for asserting appraisal rights under
Delaware law are attached to the accompanying information statement as
Appendix C.

    We urge you to read the accompanying information statement carefully as it
sets forth details of the proposed merger and other important information
related to the merger.
<PAGE>
    NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED THE MERGER, PASSED UPON THE MERITS OR
FAIRNESS OF THE MERGER OR DETERMINED IF THIS INFORMATION STATEMENT IS ACCURATE
OR ADEQUATE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

    THIS INFORMATION STATEMENT IS DATED JUNE   -  , 2001, AND WAS FIRST MAILED
TO STOCKHOLDERS OF BACOU USA ON OR ABOUT JUNE   -  , 2001.

                                          Sincerely,

                                          /s/ PHILIP B. BARR
                                          --------------------------------------

                                          Philip B. Barr
                                          President and Chief Executive Officer
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
QUESTIONS AND ANSWERS ABOUT THE MERGER......................      1
SUMMARY TERM SHEET..........................................      4
  Combination of the Bacou Group and Christian Dalloz.......      4
  The Parties to the Merger.................................      4
  The Merger................................................      4
  Purpose of the Merger.....................................      5
  Our Majority Stockholder, No Further Stockholder Approval
    Required................................................      5
  Effects of the Merger.....................................      5
  Approval of the Oversight Committee and our Board of
    Directors...............................................      5
  Opinion of UBS Warburg LLC................................      6
  Bacou USA's Position as to the Fairness of the Merger.....      6
  Bacou S.A.'s, Engineering Henri Bacou's and the Bacou
    Family's Positions as to the Fairness of the Merger.....      6
  Christian Dalloz' and Daniel U. S. Sub's Position as to
    the Fairness of the Merger..............................      6
  Interests of Certain Parties in the Merger and Related
    Acquisition Transactions; Potential Conflicts of
    Interest................................................      7
  Accounting Treatment......................................      8
  Material U.S. Federal Income Tax Consequences.............      8
  The Merger Agreement......................................      8
  Appraisal Rights..........................................     11
FORWARD LOOKING STATEMENTS MAY PROVE INACCURATE.............     12
INTRODUCTION................................................     13
  Comparative Market Price Data.............................     14
  Dividends.................................................     14
  Our Selected Consolidated Financial Information...........     14
  Consolidated Ratios of Earnings to Fixed Charges and Book
    Value Per Share.........................................     16
  Recent Developments.......................................     16
SPECIAL FACTORS.............................................     17
  Background of the Merger and Related Acquisition
    Transactions............................................     17
  The Majority Stockholder; No Further Stockholder Approval
    Required................................................     29
  Opinion of UBS Warburg LLC................................     29
  Reasons for the Approvals by the Oversight Committee and
    our Board of Directors..................................     35
  Bacou USA's Position as to the Fairness of the Merger.....     40
  Bacou S.A.'s, Engineering Henri Bacou's and the Bacou
    Family's Positions as to the Fairness of the Merger.....     41
  Christian Dalloz' Position as to the Fairness of the
    Merger..................................................     42
  Christian Dalloz' Reasons for the Merger..................     42
  Purpose and Structure of the Merger.......................     42
  Certain Effects of the Merger.............................     43
  Plans for Bacou USA after the Merger......................     43
  Interests of Certain Parties in the Merger and Related
    Transactions; Potential Conflicts of Interest...........     44
  Material U.S. Federal Income Tax Consequences of the
    Merger to our Stockholders..............................     51
  The Global Transaction....................................     53
  Fees and Expenses.........................................     55
THE MERGER..................................................     55
  Effective Time of Merger..................................     55
  Payment of Merger Consideration and Surrender of Stock
    Certificates............................................     55
  Accounting Treatment......................................     56
</TABLE>

                                       i
<PAGE>

<TABLE>
<CAPTION>
                                                                PAGE
                                                              --------
<S>                                                           <C>
  Financing of the Merger; Fees and Expenses of the
    Merger..................................................     56
  Appraisal Rights..........................................     56
  Regulatory Approvals and Other Consents...................     59
  The Merger Agreement......................................     59
    General.................................................     59
    Consideration to be Received by the Stockholders........     60
    Representations and Warranties..........................     60
    Covenants...............................................     61
    No Solicitation of Other Offers.........................     63
    Access to Information...................................     64
    Conditions to the Merger................................     65
    Termination of the Merger Agreement.....................     66
    Fees and Expenses.......................................     66
    Amendment to the Merger Agreement.......................     66
  The Stockholder Agreement.................................     67
OTHER MATTERS...............................................     69
  Security Ownership of Certain Beneficial Owners and
    Management..............................................     69
  Transactions in Common Stock by Certain Persons...........     70
  Provisions of Unaffiliated Stockholders...................     70
  Proposals by Stockholders.................................     70
  Expenses..................................................     71
  Experts...................................................     71
  Available Information.....................................     71
  Information Incorporated by Reference.....................     71
  APPENDIX A--Agreement and Plan of Merger..................    A-1
  APPENDIX B--Opinion of UBS Warburg LLC....................    B-1
  APPENDIX C--Section 262 of the Delaware General
    Corporation Law.........................................    C-1
</TABLE>

                                       ii
<PAGE>
                     QUESTIONS AND ANSWERS ABOUT THE MERGER

Q: WHAT IS THE PROPOSED TRANSACTION?

A. Daniel U. S. Sub, Inc., a wholly owned subsidiary of Christian Dalloz S.A.,
    will merge with and into Bacou USA, Inc., with Bacou USA being the surviving
    corporation in the merger. This merger is part of a global transaction
    pursuant to which the business of Christian Dalloz will be combined with the
    business of the Bacou Group. The Bacou Group includes Bacou USA, Bacou S.A.
    (our majority stockholder), and its parent company, Engineering Henri Bacou
    S.A. The combination will occur by virtue of this merger and the acquisition
    by Christian Dalloz of all of the shares of Bacou S.A. and Engineering Henri
    Bacou. Pursuant to the merger and these related transactions (1) Christian
    Dalloz will acquire 100% ownership of the Bacou Group, (2) Christian Dalloz
    will change its name to Bacou-Dalloz, (3) the Bacou family and
    Sauvegarde LLC, an entity owned by certain members of our senior management
    and board of directors, will own or control approximately 40% of the shares
    of Bacou-Dalloz following the merger and the related acquisition
    transactions, (4) Bacou USA will become a subsidiary of Christian Dalloz and
    (5) Bacou USA's minority stockholders will have the right to receive $28.50
    per share in cash. Completion of the related transactions is subject to many
    conditions, including a financing condition, which, if not satisfied, will
    result in the termination of the related transactions. If the related
    transactions are terminated, this merger will also be terminated. For a more
    detailed discussion of these transactions, see "SPECIAL FACTORS--The Global
    Transaction."

Q: WHAT WILL I BE ENTITLED TO RECEIVE IN THE MERGER?

A: If the merger is completed, each of your shares of common stock will be
    converted into the right to receive $28.50 in cash, without interest.

Q: WHAT DOES OUR BOARD OF DIRECTORS THINK OF THE MERGER?

A: An oversight committee of our board of directors consisting of two
    independent directors represented the interests of our stockholders, other
    than Bacou S.A. and its affiliates, in connection with considering and
    negotiating the terms and conditions of the merger agreement and the merger.
    The oversight committee unanimously recommended to the full board of
    directors that the merger is fair to our stockholders, other than Bacou S.A.
    and its affiliates. Our board of directors, after considering the unanimous
    recommendation of the oversight committee, unanimously determined that the
    merger is fair to our stockholders, other than Bacou S.A., and that the
    merger agreement and the merger are advisable and in our best interests and
    the best interests of our stockholders, other than Bacou S.A. The board of
    directors unanimously approved the merger agreement and the merger. For more
    information regarding the reasons for approval of the merger and the merger
    agreement by the oversight committee and our board of directors, see
    "SPECIAL FACTORS--Reasons for the Approvals by the Oversight Committee and
    our Board of Directors."

Q: WHY IS THERE NO STOCKHOLDER VOTE?

A: Bacou S.A., as our majority stockholder, has given its irrevocable written
    consent to the merger. Bacou S.A. holds voting power over more than 70% of
    our common stock. Its written consent to the merger satisfied the
    stockholder approval requirements for the merger under Delaware law and
    under our Certificate of Incorporation and Bylaws. Therefore, no additional
    stockholder vote is necessary.

Q: WHY DID I RECEIVE THIS INFORMATION STATEMENT?

A: Applicable laws require us to provide you information regarding the merger,
    even though your vote is neither required nor requested to complete the
    merger.
<PAGE>
Q: DO I HAVE APPRAISAL RIGHTS?

A: Stockholders who object to the merger may elect to pursue their appraisal
    rights to receive the statutorily determined "fair value" of their shares
    (which could be more or less than the $28.50 per share merger
    consideration), but only if they comply with the procedures of Delaware law.
    For more information regarding these procedures, see "THE MERGER--Appraisal
    Rights."

Q: WHAT WILL BACOU S.A. AND ITS STOCKHOLDERS RECEIVE IN THE MERGER?

A: Our majority stockholder, Bacou S.A., will not receive any cash or other
    consideration in the merger. Instead, its shares of Bacou USA common stock
    will remain outstanding as shares of the surviving corporation in the
    merger. As a result of the related acquisitions of Bacou S.A. and
    Engineering Henri Bacou, these two companies will become subsidiaries of
    Christian Dalloz. After completion of all the transactions related to the
    acquisition of Bacou S.A. and Engineering Henri Bacou, the principal
    stockholders of these companies will receive consideration for sales of
    their shares of Bacou S.A. and Engineering Henri Bacou aggregating
    approximately 1.51 billion French francs and 3.25 million shares of
    Christian Dalloz. The stockholders of Bacou S.A. and Engineering Henri Bacou
    include members of our senior management and our board of directors and
    entities under their control. These individuals and entities have interests
    in the merger and the related acquisitions of Bacou S.A. and Engineering
    Henri Bacou that may be different from or in addition to the interests of
    our other stockholders in the merger and that may constitute conflicts of
    interest. See "SPECIAL FACTORS--Interests of Certain Parties in the Merger
    and Related Transactions; Potential Conflicts of Interest."

Q: WHEN DO YOU EXPECT THE MERGER TO BE COMPLETED?

A: We are working towards completing the merger as soon as possible. For the
    merger to occur, we must obtain certain governmental and other third party
    approvals and satisfy certain other conditions. The merger is also
    conditioned on the satisfaction of all the conditions precedent to the
    related acquisitions of Bacou S.A. and Engineering Henri Bacou (other than
    completion of the merger) described in detail under "SPECIAL FACTORS--The
    Global Transaction." Nevertheless, we hope to complete the merger by
    July 31, 2001. However, delays in obtaining regulatory approvals could delay
    the merger. See "THE MERGER--Regulatory Approvals and Other Consents."

Q: WHAT ARE THE TAX CONSEQUENCES OF THE MERGER TO ME?

A: The receipt of cash in exchange for common stock surrendered in the merger
    will constitute a taxable transaction for U.S. federal income tax purposes
    and under most state, local, foreign and other tax laws. In general, a
    stockholder who surrenders common stock pursuant to the merger will
    recognize a gain or loss equal to the difference, if any, between $28.50 per
    share and such stockholder's adjusted tax basis in such share. Each holder
    of compensatory options to acquire common stock who receives a cash payment
    equal to the difference between $28.50 and the exercise price per share of
    such option generally will have ordinary income to the extent of the cash
    received. We urge you to consult your own tax advisor regarding the specific
    tax consequences that may result from your individual circumstances as well
    as the foreign, state and local tax consequences of the disposition of
    shares in the merger. To review the tax considerations of the merger in
    greater detail, see "SPECIAL FACTORS--Material U.S. Federal Income Tax
    Consequences of the Merger to our Stockholders."

                                       2
<PAGE>
Q: WHAT DO I NEED TO DO NOW?

A: You do not need to do anything now. This information statement is for your
    information only and it does not require or request you to take any action.

Q: WHAT SHOULD I DO WITH MY SHARES?

A: Shortly after the merger is completed, you will receive a letter of
    transmittal with instructions informing you how to send in your stock
    certificates to Christian Dalloz' paying agent. You should use the letter of
    transmittal to exchange stock certificates for the merger consideration to
    which you are entitled as a result of the merger. Please do not send your
    share certificates until you receive the instructions and the letter of
    transmittal. You should follow the procedures described in "THE
    MERGER--Payment of Merger Consideration and Surrender of Stock
    Certificates."

Q: WHO CAN HELP ANSWER MY OTHER QUESTIONS?

A: If you have more questions about the merger, you should contact:

      Winfield W. Major, Esq.
       Vice President and General Counsel
       Bacou USA, Inc.
       Address: 10 Thurber Boulevard
       Smithfield, RI 02917
       Telephone: (401) 233-0333

                                       3
<PAGE>
                               SUMMARY TERM SHEET

    This summary term sheet highlights material information from this
information statement and does not contain all of the information that is
important to you. To understand the merger and related transactions fully, you
should read carefully this entire information statement (including the
information incorporated by reference), the appendices and the additional
documents referred to in this information statement.

COMBINATION OF THE BACOU GROUP AND CHRISTIAN DALLOZ

    Daniel U. S. Sub Inc., a wholly owned subsidiary of Christian Dalloz S.A.,
will merge with and into Bacou USA, Inc. with Bacou USA being the surviving
corporation in the merger. This merger is part of a global transaction pursuant
to which the business of Christian Dalloz will be combined with the business of
the Bacou Group. The Bacou Group includes Bacou USA, Bacou S.A. (our majority
stockholder), and its parent company, Engineering Henri Bacou S.A. The
combination will occur by virtue of this merger and the acquisition by Christian
Dalloz of all of the shares of Bacou S.A. and Engineering Henri Bacou. Pursuant
to the merger and these related transactions (1) Christian Dalloz will acquire
100% ownership of the Bacou Group, (2) Christian Dalloz will change its name to
Bacou-Dalloz, (3) the Bacou family and Sauvegarde LLC, an entity owned by
certain members of our senior management and board of directors, will own or
control approximately 40% of the shares of Bacou-Dalloz following the merger and
the related acquisition transactions, (4) Bacou USA will become a subsidiary of
Christian Dalloz and (5) Bacou USA's minority stockholders will have the right
to receive $28.50 per share in cash. Completion of the related transactions is
subject to many conditions, including a financing condition, which, if not
satisfied, will result in the termination of the related transaction. If the
related transactions are terminated, this merger will also be terminated. For a
more detailed discussion of these transactions, see "SPECIAL FACTORS--The Global
Transaction."

THE PARTIES TO THE MERGER

    - BACOU USA, INC. We are a Delaware corporation which designs, manufactures
      and sells safety products that protect the sight, hearing, hands and
      respiratory systems of workers against occupational hazards, as well as
      related instrumentation including gas monitors and test equipment for
      self-contained breathing apparatus. Our common stock is traded on the New
      York Stock Exchange under the symbol "BAU." Our principal address is 10
      Thurber Boulevard, Smithfield, Rhode Island 02917, and the telephone
      number is 1-401-233-0333.

    - CHRISTIAN DALLOZ S.A. Christian Dalloz is a societe anonyme, duly
      incorporated and legally existing under the laws of the Republic of
      France, which manufactures, markets and sells protective equipment.
      Christian Dalloz' shares are listed on the French "PREMIER MARCHE" in
      Paris. The address of Christian Dalloz' registered office is 63 bis,
      boulevard Bessieres, 75017 Paris, and the telephone number is
      011-33-1-53-11-19-00.

    - DANIEL U. S. SUB INC. Daniel U. S. Sub is a Delaware corporation and a
      direct wholly owned subsidiary of Christian Dalloz that was formed solely
      for the purpose of effecting the transactions contemplated by the merger
      agreement and has not engaged in any business except in furtherance of
      such purpose.

THE MERGER

    The merger agreement provides for the merger of Daniel U. S. Sub, a wholly
owned subsidiary of Christian Dalloz, with and into Bacou USA, with Bacou USA
continuing as the surviving corporation. The merger is part of a global
transaction which involves the combination of the businesses of Christian Dalloz
and the Bacou Group. If the merger and the related acquisition transactions are
completed,

                                       4
<PAGE>
Bacou USA will become a subsidiary of Christian Dalloz. See "SPECIAL
FACTORS--The Global Transaction" for more information about the related
transactions and "THE MERGER" for more information regarding the merger.

PURPOSE OF THE MERGER

    The principal purposes of the merger are to enable Christian Dalloz to
acquire all of our shares, other than shares held by Bacou S.A., and to provide
you the opportunity to receive a cash price for your shares at a premium over
the market price at which the common stock traded before the announcement on
May 30, 2001 of the merger and the related acquisition transactions. Our board
of directors believes that the merger is fair to and in the best interests of
our stockholders, other than Bacou S.A. See "SPECIAL FACTORS--Reasons for the
Approvals by the Oversight Committee and our Board of Directors" and "SPECIAL
FACTORS--Purpose and Structure of the Merger."

OUR MAJORITY STOCKHOLDER; NO FURTHER STOCKHOLDER APPROVAL REQUIRED

    Bacou S.A., as our majority stockholder, signed and delivered to Christian
Dalloz a written consent and irrevocable proxy pursuant to which Bacou S.A.
approved and adopted the merger agreement and the merger. See "THE MERGER--The
Stockholder Agreement." At the time of delivery of the written consent, Bacou
S.A. held approximately 71.4% of our shares eligible to vote on the merger. Its
consent was sufficient for stockholder approval and adoption of the merger
agreement and the merger under Delaware law, our Certificate of Incorporation
and Bylaws. Therefore, we are not asking you to vote on the merger. See "SPECIAL
FACTORS--The Majority Stockholder; No Further Stockholder Approval Required" for
more information regarding the consent of our majority stockholder.

EFFECTS OF THE MERGER

    As a result of the merger and the related acquisitions, Engineering Henri
Bacou, Bacou S.A. and Bacou USA will be wholly owned subsidiaries of Christian
Dalloz. The shares of Bacou USA will no longer be traded on the NYSE. In
addition, the registration of our shares under the Securities and Exchange Act
of 1934 will be terminated. Accordingly, following the merger, there will be no
publicly traded Bacou USA common stock outstanding. See "SPECIAL
FACTORS--Certain Effects of the Merger" for more information regarding the
effects of the merger.

APPROVAL OF THE OVERSIGHT COMMITTEE AND OUR BOARD OF DIRECTORS

    The independent oversight committee of our board of directors, consisting of
board members who are not officers or employees of Bacou USA and who are
independent of our majority stockholder, represented the interests of our
stockholders, other than Bacou S.A. and its affiliates, in connection with the
negotiations regarding the merger agreement and the merger. The oversight
committee considered and evaluated the merger agreement and the merger and
unanimously recommended to the full board of directors that the merger is fair
to our stockholders, other than Bacou S.A and its affiliates. Our board of
directors, after considering the unanimous recommendation of the oversight
committee, unanimously determined that the merger is fair to our stockholders,
other than Bacou S.A., and that the merger agreement and the merger are
advisable and in our best interests and the best interests of our stockholders,
other than Bacou S.A. Accordingly, our board of directors unanimously approved
the merger agreement and the merger. For a discussion of the material factors
considered by the oversight committee and our board of directors in reaching
their conclusions, see "SPECIAL FACTORS--Reasons for the Approval by the
Oversight Committee and our Board of Directors."

                                       5
<PAGE>
OPINION OF UBS WARBURG LLC

    In connection with the merger, the oversight committee and our board of
directors considered the opinion of the oversight committee's financial advisor,
UBS Warburg LLC, as to the fairness from a financial point of view of the
consideration to be received in the merger by our stockholders, other than Bacou
S.A. UBS Warburg LLC rendered its oral opinion to the oversight committee on
May 25, 2001, which was subsequently confirmed in writing that, as of the date
of the opinion and based on and subject to the matters set forth in the opinion,
the consideration of $28.50 per share in cash to be received by our
stockholders, other than Bacou S.A., in the merger is fair from a financial
point of view to such stockholders. See "SPECIAL FACTORS--Opinion of UBS Warburg
LLC."

    The full text of UBS Warburg LLC's written opinion is attached as
Appendix B to this information statement. We encourage you to read UBS Warburg
LLC's opinion in its entirety for a description of the assumptions made, matters
considered and limitations on the review undertaken.

BACOU USA'S POSITION AS TO THE FAIRNESS OF THE MERGER

    We believe that the merger is fair to our stockholders, other than Bacou
S.A. In reaching this determination we have relied on numerous factors,
including:

    - the fact that the merger consideration (i) represents a 46.2% premium over
      the closing price of our common stock on the last full trading day prior
      to our announcement on July 10, 2000, that we and Bacou S.A. would explore
      strategic alternatives to enhance stockholder value, and a 20% premium
      over the closing price of our common stock on the last full trading day
      prior to Christian Dalloz' May 30, 2001 announcement of the merger
      agreement, and (ii) was higher than our 52-week and all-time high closing
      price of $28.38 set on January 22, 2001;

    - the fact that the merger was unanimously approved and recommended by the
      oversight committee consisting of directors who are not employees or
      officers of Bacou USA and who are independent of Bacou S.A., our majority
      stockholder; and

    - the fact that UBS Warburg LLC delivered an opinion to the oversight
      committee to the effect that, as of the date of the opinion and subject to
      the matters set forth in the opinion, the consideration of $28.50 per
      share in cash to be received by our stockholders, other than Bacou S.A.,
      in the merger is fair from a financial point of view to such stockholders.

    For a more detailed discussion of the material factors upon which these
beliefs are based, see "SPECIAL FACTORS--Bacou USA's Position as to the Fairness
of the Merger."

BACOU S.A.'S, ENGINEERING HENRI BACOU'S AND THE BACOU FAMILY'S POSITIONS AS TO
THE FAIRNESS OF THE MERGER

    Bacou S.A., Engineering Henri Bacou and the Bacou family believe that the
consideration to be received in the merger by our stockholders, other than Bacou
S.A., is fair to such stockholders and that the merger is procedurally fair to
our stockholders, other than Bacou S.A. For a more detailed discussion of the
material factors upon which these beliefs are based, see "SPECIAL FACTORS--
Bacou S.A.'s, Engineering Henri Bacou's and the Bacou Family's Positions as to
the Fairness of the Merger."

CHRISTIAN DALLOZ' AND DANIEL U. S. SUB'S POSITION AS TO THE FAIRNESS OF THE
  MERGER

    Christian Dalloz and Daniel U. S. Sub believe that the consideration to be
received in the merger by our stockholders is fair to such holders and that the
merger is procedurally fair to Bacou USA stockholders. For a detailed discussion
of the material factors upon which these beliefs are based, see "SPECIAL
FACTORS--Christian Dalloz' Position as to the Fairness of the Merger."

                                       6
<PAGE>
INTERESTS OF CERTAIN PARTIES IN THE MERGER AND RELATED ACQUISITION TRANSACTIONS;
  POTENTIAL CONFLICTS OF INTEREST

    In considering the approval of our board of directors with respect to the
merger agreement and the merger, you should be aware that, in addition to the
matters discussed above, certain of our executive officers and members of our
board of directors have interests in the merger and the related acquisitions of
Bacou S.A. and Engineering Henri Bacou that may be different from or in addition
to the interests of our other stockholders in the merger and that may constitute
conflicts of interest. See "SPECIAL FACTORS--Interests of Certain Parties in the
Merger and Related Transactions; Potential Conflicts of Interest."

    - Our directors and executive officers have options to purchase our common
      stock. These options will become fully vested at the time of the merger.
      Our executive officers and directors will be entitled to receive, for each
      share covered by their options, an amount in cash equal to the difference
      between the $28.50 per share merger consideration and the per share
      exercise price of each option. Our executive officers and directors in
      aggregate hold options to purchase 235,000 shares and the aggregate spread
      for such options is $5,256,107. Mr. Barr, who Christian Dalloz expects to
      employ following the closing of the merger, is our President and Chief
      Executive Officer and holds options to purchase 100,000 shares of Bacou
      USA and the aggregate spread for such options is $1,267,500. Mr. Bennett,
      who Christian Dalloz expects to employ following the closing of the
      merger, is our Chief Operating Officer and holds options to purchase
      15,000 shares of Bacou USA and the aggregate spread for such options is
      $71,250. Mr. Hebert, who Christian Dalloz expects to employ following the
      closing of the merger, is our Chief Financial Officer and holds options to
      purchase 20,000 shares of Bacou USA and the aggregate spread for such
      options is $270,000. Mr. Stepan, who is our Co-Chairman and is expected to
      enter into a consultancy arrangement with Christian Dalloz following the
      completion of the merger, holds options to purchase 100,000 shares of
      Bacou USA and the aggregate spread for such options is $1,182,500.

    - Mr. Philippe Bacou will be Co-President of Christian Dalloz' board of
      directors following completion of the merger and the related acquisitions.
      Messrs. Barr, Bennett and Hebert are expected to be employed by Christian
      Dalloz following the completion of the merger and would receive salary,
      bonus and stock options and other benefits as compensation for their
      future services. Christian Dalloz expects to enter into a consulting
      agreement with Mr. Stepan pursuant to which Mr. Stepan would receive
      $340,000 upon completion of the merger and related acquisition
      transactions and $80,000 on each of the first and second anniversaries of
      such completion date. In connection with their future employment with
      Christian Dalloz, Messrs. Barr, Bennett and Hebert would receive at
      signing $1,500,000, $1,200,000 and $1,200,000, respectively, constituting
      a signing bonus, up-front non-compete payment and up-front non-
      solicitation payment. See "SPECIAL FACTORS--Interests of Certain Parties
      in the Merger and Related Transactions; Potential Conflicts of
      Interest--Terms of Future Employment of Certain Executive Officers with
      Christian Dalloz."

    - Messrs. Philippe Bacou and Christophe Bacou, who are brothers and are
      members of our board of directors, and Messrs. Barr, Bennett, Hebert and
      Stepan own, directly and/or through entities under their control, shares
      of common stock of Bacou S.A. and of Engineering Henri Bacou. Upon
      completion of the acquisitions of Bacou S.A. and Engineering Henri Bacou
      and related transactions, Messrs. Philippe Bacou and Christophe Bacou will
      directly own an aggregate of 4,384,783 shares of Christian Dalloz and will
      receive an aggregate of 186,244,050 French francs in cash (this includes
      shares that will be held by Indivision Bacou); and Messrs. Barr, Bennett,
      Hebert and Stepan will receive through Sauvegarde LLC, an aggregate of
      141,600 Christian Dalloz shares and 525,055,523 French francs in cash for
      the Bacou S.A. shares held by Sauvegarde. See "SPECIAL FACTORS--Interests
      of Certain Parties in the Merger and Related

                                       7
<PAGE>
      Transactions; Potential Conflicts of Interest--Ownership of Common Stock
      of Bacou S.A. and Engineering Henri Bacou."

    - Indemnification arrangements and directors' and officers' liability
      insurance for our present and former directors and officers will be
      continued by the surviving corporation after the merger for acts or
      omissions occurring prior to the effective time of the merger. See
      "SPECIAL FACTORS--Interests of Certain Parties in the Merger and Related
      Transactions--Indemnification and Insurance".

    - Messrs. Philippe Bacou, Christophe Bacou, Howard Leight and Walter Stepan,
      who are directors of Bacou USA, are also directors and/or officers of
      Bacou S.A. See "SPECIAL FACTORS--Interests of Certain Parties in the
      Merger and Related Transactions; Potential Conflicts of
      Interests--Affiliations of Certain Executive Officers and Directors with
      Bacou S.A."

ACCOUNTING TREATMENT

    After completion of the merger and the related acquisitions of Bacou S.A.
and Engineering Henri Bacou, Bacou USA will be a wholly owned subsidiary of a
French company. We will not be required to comply with U.S. generally accepted
accounting principles (GAAP) and will be part of a consolidated group under
French GAAP.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES

    The receipt of $28.50 in cash for each share of common stock pursuant to the
merger will be a taxable transaction for U.S. federal income tax purposes and
under most state, local, foreign and other tax laws. For U.S. federal income tax
purposes, each of our stockholders generally will realize taxable gain or loss
as a result of the merger measured by the difference, if any, between the tax
basis of each share of our common stock owned by such stockholder and $28.50.
Each holder of a compensatory option to acquire our common stock who receives a
cash payment equal to the difference between $28.50 and the exercise price per
share of such option generally will have ordinary income to the extent of the
cash received. For additional information regarding material U.S. federal income
tax consequences of the merger to our stockholders, see "SPECIAL
FACTORS--Material U.S. Federal Income Tax Consequences of the Merger to our
Stockholders."

THE MERGER AGREEMENT

    - EFFECTIVE TIME OF MERGER

     The merger will become effective upon the filing of a duly executed
     certificate of merger with the Secretary of State of the State of Delaware
     or at such later time as otherwise agreed by Christian Dalloz and Bacou USA
     and as specified in the certificate of merger. The filing will occur after
     (i) all conditions to the merger contained in the merger agreement have
     been satisfied or waived and (ii) all conditions to the consummation of the
     related acquisitions of Bacou S.A. and Engineering Henri Bacou, other than
     the merger, have been satisfied or waived. Bacou USA, Christian Dalloz and
     Daniel U. S. Sub anticipate that the merger will be consummated on or
     before July 31, 2001. For additional information regarding the effective
     time of the merger see "THE MERGER--Effective Time of Merger."

    - CONDITIONS TO THE MERGER

     The respective obligations of Bacou USA, Christian Dalloz and Daniel U. S.
     Sub to effect the merger are subject to the satisfaction of various
     conditions, including, among others:

       - the adoption of the merger agreement by the holders of a majority of
         all outstanding shares of our common stock;

                                       8
<PAGE>
       - the conditions to the consummation of the related acquisitions of Bacou
         S.A. and Engineering Henri Bacou, other than the merger, have been
         satisfied or waived, including a financing condition, see "THE
         MERGER--The Merger Agreement--Conditions to the Merger";

       - the accuracy of representations and warranties of Christian Dalloz,
         Daniel U. S. Sub and us contained in the merger agreement;

       - the absence of any injunction or order issued by any court or other
         governmental authority preventing the merger, provided that prior to
         asserting this condition each of the parties shall have used its best
         efforts to prevent the entry of any such injunction or order;

       - the absence of any action, pending or threatened by any governmental
         entity seeking to (1) challenge the acquisition by Christian Dalloz or
         Daniel U. S. Sub of any of our common stock to restrain or prohibit the
         consummation of the merger or any other transaction contemplated by the
         merger agreement or seek to obtain damages which are material to
         Christian Dalloz, us and our subsidiaries taken as a whole, (2) impose
         limitations on the ability of Christian Dalloz to acquire or hold any
         shares of our common stock, (3) prohibit Christian Dalloz or any of its
         subsidiaries from effectively controlling in any material respect our
         business or operations, or (4) restrict the ownership or operation of
         us or our subsidiaries by Christian Dalloz;

       - the termination of Messrs. Stepan's, Barr's, Bennett's and Hebert's
         existing employment agreements; and

       - the performance by each of Bacou USA, Christian Dalloz, and Daniel U.
         S. Sub, of their obligations under the merger agreement.

     For additional information regarding the conditions of each party's
     obligation to effect the merger see "THE MERGER--The Merger
     Agreement--Conditions to the Merger" and "SPECIAL FACTORS--The Global
     Transaction."

    - NO SOLICITATION OF OTHER OFFERS

     The merger agreement provides that neither we nor any of our
     representatives will take any action:

       - directly or indirectly, to solicit, initiate or encourage, take any
         action to facilitate any inquiry, or enter into any agreement regarding
         the making of any proposal with respect to certain acquisition
         proposals by third parties;

       - to withdraw or modify in a manner adverse to Christian Dalloz or Daniel
         U. S. Sub the approval or recommendation by the board of directors or
         any committee of the board of directors of the merger agreement or the
         merger;

       - to approve or propose to approve any letter of intent or agreement
         relating to any company takeover proposal; or

       - to participate, directly or indirectly, in any discussions or
         negotiations with, or furnish any information to, any person relating
         to any such acquisition proposal.

     The merger agreement provides, however, that if prior to receipt of our
     stockholder approval, which has been obtained pursuant to the written
     consent of Bacou S.A. (our majority stockholder) executed on June   -  ,
     2001, our board of directors receives a superior proposal for the purchase
     of our common stock or assets and as a result of the superior proposal the
     oversight committee determines in good faith, after receiving advice from
     its outside legal counsel, that failure to take such action would
     constitute a breach of the board of directors'

                                       9
<PAGE>
     fiduciary duties to our stockholders under applicable law, then the
     oversight committee (and the board of directors acting on the
     recommendation of the oversight committee) may withdraw or modify its
     approval or recommendation of the merger agreement and the merger and
     disclose such withdrawal or modification to our stockholders.

     If we receive an acquisition proposal or inquiry for over 15% of our equity
     securities from a third party or any proposal or inquiry regarding a
     merger, we will keep Christian Dalloz fully informed of the status of any
     such proposal or inquiry.

     For additional information regarding the agreement not to solicit other
     offers, see "THE MERGER--The Merger Agreement--No Solicitation of Other
     Offers."

    - TERMINATION OF MERGER AGREEMENT

     The merger agreement may be terminated at any time prior to closing,
     whether before or after receipt of Bacou USA stockholder approval:

       - by mutual written consent of Christian Dalloz, Daniel U. S. Sub and us;

       - by either us or Christian Dalloz if the merger is not completed on or
         prior to December 31, 2001, and the terminating party is not in breach
         of the merger agreement;

       - by either us or Christian Dalloz if a governmental entity issues a
         final, non-appealable ruling permanently restraining or prohibiting the
         merger;

       - by either us or Christian Dalloz if, upon a vote at a duly held meeting
         to obtain our stockholder approval, such approval is not obtained;

       - by either us or Christian Dalloz if the agreements forming or governing
         the related acquisitions of Bacou S.A. and Engineering Henri Bacou are
         terminated in accordance with their terms; or

       - by Christian Dalloz, if we materially breach any covenant,
         representation or warranty in the merger agreement, but only if the
         breach results in (a) a failure of a representation or warranty given
         by us or (b) our failure to perform an obligation, and such breach
         cannot be or has not been cured within 30 days after we have been given
         written notice of such breach.

     For additional information regarding the ability of the parties to
     terminate the merger agreement see "THE MERGER--The Merger
     Agreement--Termination of the Merger Agreement."

    - AMENDMENTS TO THE MERGER AGREEMENT

     The merger agreement may be amended only in writing by each of the parties
     to the merger agreement. After our stockholders have approved the merger
     agreement, no amendment to the merger agreement may be made which by law
     requires further approval of our stockholders without obtaining such
     further approval. For additional information regarding the ability of the
     parties to amend the merger agreement, see "THE MERGER--The Merger
     Agreement--Amendment to the Merger Agreement."

    - REGULATORY APPROVALS

     Christian Dalloz is required to make filings with or obtain approvals from
     certain United States and foreign antitrust regulatory authorities in
     connection with the merger, including a filing under the Hart-Scott-Rodino
     Antitrust Improvements Act of 1976 and a filing under the merger
     regulations of the Republic of Ireland. An application and notice was filed
     with the Federal Trade Commission and the Department of Justice on June 8 ,
     2001, and the applicable waiting period under the Hart-Scott-Rodino Act
     will terminate on July 9, 2001. For additional information regarding
     regulatory approvals see "THE MERGER--Regulatory Approvals and Other
     Consents."

                                       10
<PAGE>
    - FINANCING OF THE MERGER; FEES AND EXPENSES OF THE MERGER

     Christian Dalloz plans to fund the merger and the related acquisitions of
     Bacou S.A. and Engineering Henri Bacou and to pay related fees and
     expenses, directly or indirectly, through a combination of cash on hand,
     and proceeds from debt provided by BNP Paribas and J.P. Morgan plc.
     Although the merger agreement does not contain an explicit financing
     condition, completion of the merger is conditioned on completion of the
     related acquisitions of Bacou S.A. and Engineering Henri Bacou. The related
     acquisitions are conditioned on obtaining financing substantially in
     accordance with the commitment letter and term sheets received from BNP
     Paribas and J.P. Morgan. The commitment letter and term sheets, received by
     Christian Dalloz on May 29, 2001, indicate the commitment of BNP Paribas
     and J.P. Morgan, as joint arrangers, to arrange for senior secured credit
     facilities, totaling 2.7 billion French francs and $291 million, for the
     purpose of effecting the merger and the related acquisitions of Bacou S.A.
     and Engineering Henri Bacou. Of this amount, 627.8 million French francs
     constitutes a five year multi-currency revolving group facility and the
     balance is divided into three term loans, each with a five year maturity.
     The final maturity date for each of the facilities is June 30, 2006.

     The principal stockholders of Bacou S.A. and Engineering Henri Bacou will
     pay any expenses incurred in connection with the merger and the related
     acquisitions of Bacou S.A. and Engineering Henri Bacou which exceed
     $21.3 million in the aggregate and fall into one of the following
     categories:

       - legal, accounting and other professional fees, excluding post-closing
         legal fees and professional fees relating to minority shareholder
         litigation;

       - investment banking fees and expenses;

       - costs and expenses of the oversight committee, to be paid by Bacou USA
         in accordance with the U.S. merger agreement; and

       - bonuses or "change in control" payments to officers and employees of
         the Bacou Group triggered by the change in control of the Bacou Group.

     For additional information regarding financing of the related acquisition
     transactions and the merger, see "THE MERGER--Financing of the Merger; Fees
     and Expenses of the Merger."

APPRAISAL RIGHTS

    Stockholders who object to the merger may elect to pursue their appraisal
rights to receive the statutorily determined "fair value" of their shares (which
may be more or less than the $28.50 per share merger consideration), but only if
they comply with the procedures under Delaware law. For more information
regarding these procedures, see "THE MERGER--Appraisal Rights."

                                       11
<PAGE>
                FORWARD LOOKING STATEMENTS MAY PROVE INACCURATE

    This information statement contains statements related to future events,
which are forward-looking statements. Forward-looking statements involve risks
and uncertainties, including the impact of competitive products and pricing,
changing market conditions and risks which are detailed from time to time in our
publicly-filed documents, including our Annual Report on Form 10-K/A for the
period ended December 31, 2000 and our Quarterly Report on Form 10-Q for the
quarter ended March 31, 2001. Actual results may differ materially from those
anticipated. These forward-looking statements represent our judgments as of the
date of this information statement. Any references to Private Securities
Litigation Reform Act in our publicly-filed documents which are incorporated by
reference into this information statement are specifically not incorporated by
reference into this information statement.

                                       12
<PAGE>
                                  INTRODUCTION

    We are furnishing this information statement to you in connection with the
proposed merger between Bacou USA and Daniel U. S. Sub in which Bacou USA will
be the surviving corporation. Daniel U. S. Sub is a Delaware corporation and
wholly owned subsidiary of Christian Dalloz, which was formed for the purpose of
effecting the merger. The merger is part of a global transaction pursuant to
which the business of Christian Dalloz will be combined with the business of the
Bacou Group. The Bacou Group includes Bacou USA, Bacou S.A. (our majority
stockholder), and its parent company, Engineering Henri Bacou. The combination
will occur by virtue of this merger and the acquisition by Christian Dalloz of
all of the shares of Bacou S.A. and Engineering Henri Bacou. Pursuant to the
merger and these related transactions (1) Christian Dalloz will acquire 100%
ownership of the Bacou Group, (2) Christian Dalloz will change its name to
Bacou-Dalloz, (3) the Bacou family and Sauvegarde LLC, an entity owned by
certain members of our senior management and board of directors, will own or
control approximately 40% of the shares of Bacou-Dalloz following the merger and
the related acquisition transactions, (4) Bacou USA will become a subsidiary of
Christian Dalloz and (5) Bacou USA's minority stockholders will have the right
to receive $28.50 per share in cash. Completion of the related transactions is
subject to many conditions, including a financing condition, which, if not
satisfied, will result in the termination of the related transactions. If the
related acquisition transactions are terminated, this merger will also be
terminated. This merger will be carried out as provided in the Agreement and
Plan of Merger, dated as of May 29, 2001, among Christian Dalloz, Daniel U. S.
Sub and Bacou USA. A copy of the merger agreement is attached as Appendix A to
this information statement. This information statement has been sent to you
because on June   -  , 2001, the date on which the majority stockholder executed
a written consent adopting the merger agreement and approving the merger, you
were a holder of Bacou USA common stock, par value $.001 per share.

    In the merger, each share of our common stock owned by our stockholders,
other than Bacou S.A., will be converted into the right to receive $28.50 in
cash (as described below under "THE MERGER--The Merger Agreement--Consideration
to be Received by the Stockholders").

    This information statement is to inform you of the merger. Your vote is not
required for the merger because our majority stockholder, Bacou S.A., executed
and delivered to Christian Dalloz an irrevocable written consent approving and
adopting the merger agreement and the merger. At the time Bacou S.A. signed the
written consent, it was the record owner of 12,612,600 shares of our common
stock. Each of these shares is entitled to one vote and, in the aggregate, these
shares represented approximately 71.4% of our shares eligible to vote on the
merger. This means that Bacou S.A. represented the requisite majority of the
votes entitled to be cast at a meeting of our stockholders to consider the
merger agreement and the merger. As a result, no meeting or further approval or
consent of our stockholders is necessary to effect the merger. The merger will
become effective no earlier than 20 business days after this information
statement is mailed to our stockholders, and only after satisfaction or waiver
of the conditions to the merger contained in the merger agreement.

    We are mailing this information statement to stockholders on or about June
  -  , 2001.

                                       13
<PAGE>
COMPARATIVE MARKET PRICE DATA

    Our common stock is listed on the NYSE under the symbol "BAU". As of June
13, 2001 there were 17,681,665 shares of our common stock par value $0.001 per
share outstanding. The following table sets forth the high and low sales price
per share on the NYSE Composite Tape for the calendar quarters indicated:

<TABLE>
<CAPTION>
                                                             HIGH       LOW
                                                           --------   --------
<S>                                                        <C>        <C>
2001 QUARTER ENDED:

  March 31, 2001.........................................  $28.50     $24.875
  (through June 13, 2001)................................   28.25      23.40

2000 QUARTERS ENDED:

  March 31, 2000.........................................  $17.438    $14.50
  June 30, 2000..........................................   22.125     15.375
  September 30, 2000.....................................   26.63      19.313
  December 31, 2000......................................   27.75      21.81

1999 QUARTERS ENDED:

  March 31, 1999.........................................  $24.00     $12.375
  June 30, 1999..........................................   19.69      12.625
  September 30, 1999.....................................   18.19      16.3125
  December 31, 1999......................................   17.00      14.75
</TABLE>

    On July 7, 2000, the last full trading day prior to our announcement that we
and Bacou S.A. would explore strategic alternatives to enhance stockholder
value, the closing price per share was $19.50. On May 29, 2001, the last full
trading day prior to our announcement of the merger agreement, the closing price
per share was $23.40. On June 13, 2001, the last full trading day prior to the
date of this information statement, the closing price per share was $28.07. The
$28.50 merger consideration is higher than the all-time high closing price per
share of our common stock. Stockholders should obtain current market price
quotations for the common stock.

DIVIDENDS

    We have neither declared nor paid a dividend during the past two years.
Under the merger agreement, we have agreed not to declare or pay any dividends
on our common stock prior to the closing of the merger.

OUR SELECTED CONSOLIDATED FINANCIAL INFORMATION

    Set forth below is the selected historical consolidated financial
information of Bacou USA and our subsidiaries. The historical financial
information was derived from the audited consolidated financial statements
included in our Annual Reports on Form 10-K/A for the years ended December 31,
1999 and 2000 and from the unaudited summary consolidated financial statements
included in our Quarterly Report on Form 10-Q for the period ended March 31,
2001, and other information and data contained in the Annual Reports and the
Quarterly Report. More comprehensive financial information is included in such
reports and the financial information which follows is qualified in its entirety
by reference to, and should be read in conjunction with, such reports and all of
the financial statements and related notes, copies of which may be obtained as
set forth below under the caption "OTHER MATTERS--Available Information."

                                       14
<PAGE>
                                BACOU USA, INC.
                  SELECTED CONSOLIDATED FINANCIAL INFORMATION

<TABLE>
<CAPTION>
                                                           YEAR ENDED           QUARTER ENDED
                                                          DECEMBER 31,            MARCH 31,
                                                       -------------------   -------------------
                                                       1999(1)    2000(2)      2000       2001
                                                       --------   --------   --------   --------
                                                             (000'S EXCEPT PER SHARE DATA)
<S>                                                    <C>        <C>        <C>        <C>
Statement of Income Data:
Net sales(3).........................................  $274,658   $319,724   $74,825    $ 76,761
Cost of sales........................................   145,038    172,638    40,262      42,596
                                                       --------   --------   -------    --------
Gross profit.........................................   129,620    147,086    34,563      34,165
Operating expenses:
Selling(3)...........................................    41,363     49,926    11,375      11,991
General and administrative...........................    22,597     22,231     5,926       5,353
Non-recurring costs--evaluation of strategic
  alternatives.......................................        --      1,126        --         305
Research and development.............................     5,274      5,643     1,439       1,421
Amortization of intangible assets....................     9,440      9,850     2,405       2,485
                                                       --------   --------   -------    --------
Total operating expenses.............................    78,674     88,776    21,145      21,555
                                                       --------   --------   -------    --------
Operating income.....................................    50,946     58,310    13,418      12,610

Other expense, net...................................     8,591      9,497     2,347       1,974
                                                       --------   --------   -------    --------
Income before income taxes...........................    42,355     48,813    11,071      10,636
Income taxes.........................................    15,165     17,933     4,006       3,943
                                                       --------   --------   -------    --------
Net income(4)........................................  $ 27,190   $ 30,880   $ 7,065    $  6,693
                                                       ========   ========   =======    ========
Earnings per share:
  Basic(4)(5)........................................  $   1.54   $   1.75   $  0.40    $   0.38
  Diluted(4)(5)......................................  $   1.54   $   1.73   $  0.40    $   0.37
Weighted average shares outstanding:
  Basic..............................................    17,624     17,652    17,630      17,673
  Diluted............................................    17,696     17,835    17,649      17,975
Balance Sheet Data (end of period):
    Working capital..................................  $ 44,010   $ 51,109              $ 57,283
    Total assets.....................................   371,425    379,530               375,754
    Total long-term debt, excluding current
      installments...................................   120,256     98,178                91,964
    Stockholders' equity.............................   181,455    213,075               219,826
</TABLE>

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

(1) Includes operating results of Perfect Fit and affiliates from April 1, 1999

(2) Includes operating results of Whiting & Davis from July 1, 2000

(3) Amounts have been adjusted to conform to the requirements of Emerging Issues
    Task Force Issue No. 00-10, "Accounting for Shipping and Handling Fees and
    Costs" ("EITF No. 00-10")--see note l(d) to the consolidated financial
    statements included as part of our Annual Report on Form 10-K/A for the year
    ended December 31, 2000, which is incorporated by reference in this
    Information Statement.

    (footnotes continued on next page)

                                       15
<PAGE>
(4) Operating results of Bacou USA for the years 1999-2000 and the quarter ended
    March 31, 2001, include various non-recurring items consisting of
    acquisition-related costs and charges, and costs equal to $1.1 million and
    $0.3 million in 2000 and the quarter ended March 31, 2001, respectively,
    incurred in connection with our evaluation of strategic alternatives.
    Excluding non-recurring items, and including operating results of the
    acquired companies as described above, Bacou USA's net income, and both
    basic and diluted earnings per share, would have been as follows for each of
    the periods presented:

<TABLE>
<CAPTION>
                                                                  YEAR ENDED           QUARTER ENDED
                                                                 DECEMBER 31,            MARCH 31,
                                                              -------------------   -------------------
                                                                1999       2000       2000       2001
                                                              --------   --------   --------   --------
                                                                    (000'S EXCEPT PER SHARE DATA)
<S>                                                           <C>        <C>        <C>        <C>
Net income..................................................  $27,544    $32,132     $7,065     $6,998
Earnings per share:
  Basic.....................................................  $  1.56    $  1.82     $ 0.40     $ 0.40
  Diluted...................................................  $  1.56    $  1.80     $ 0.40     $ 0.39
</TABLE>

(5) Bacou USA neither declared nor paid any cash dividends during any of the
    periods presented.

CONSOLIDATED RATIOS OF EARNINGS TO FIXED CHARGES AND BOOK VALUE PER SHARE

    Set forth below is the ratio of earnings to fixed charges for each of the
last two fiscal years and for the three months ended March 31, 2001 and the book
value per common share of Bacou USA as of December 31, 1999 and 2000 and as of
March 31, 2001.

<TABLE>
<CAPTION>
                                                         THREE MONTHS   THREE MONTHS
                                   FISCAL YEARS ENDED       ENDED          ENDED
                                      DECEMBER 31,
                                   -------------------    MARCH 31,      MARCH 31,
                                     1999       2000         2000           2001
                                   --------   --------   ------------   ------------
<S>                                <C>        <C>        <C>            <C>
Ratio of Earnings to Fixed
  Charges(1).....................   5.77       5.81         5.6            5.92
</TABLE>

<TABLE>
<CAPTION>
                                       AS OF DECEMBER
                                             31,           AS OF MARCH   AS OF MARCH
                                     -------------------       31,           31,
                                       1999       2000        2001          2001
                                     --------   --------   -----------   -----------
<S>                                  <C>        <C>        <C>           <C>
Book Value per Common Share
 Outstanding(2)....................   $10.25     $11.95      $10.68        $12.23
</TABLE>

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

(1) For purposes of calculating the ratio of earnings to fixed charges,
    "earnings" consists of earnings before equity in earnings of affiliates,
    taxes on earnings and "fixed charges." "Fixed charges" consists of interest,
    amortization of debt financing costs and the estimated interest components
    of rent and preferred dividends.

(2) Book value per common share outstanding is calculated as total common
    stockholders' equity divided by the weighted average diluted number of
    common shares.

RECENT DEVELOPMENTS

    On May 30, 2001, four putative class action complaints were filed in the
Delaware Court of Chancery on behalf of our public stockholders against us, our
directors and Bacou S.A. One of the complaints also includes Christian Dalloz as
a defendant. Each of the complaints alleges, among other things, that the
defendants breached their fiduciary duties in setting an unreasonably low price
to be paid to our public stockholders in the merger. The complaints seek a
preliminary and permanent injunction enjoining the proposed transaction,
rescission in the event that the transaction is completed, damages and
attorneys' fees. Bacou USA and Christian Dalloz believe that these claims are
without merit and intend to defend them vigorously.

                                       16
<PAGE>
                                SPECIAL FACTORS

BACKGROUND OF THE MERGER AND THE RELATED ACQUISITION TRANSACTIONS

    DETERMINATION OF BACOU FAMILY TO PURSUE A SALE OF THE BACOU GROUP

    The industry in which Bacou S.A. and Bacou USA operates is undergoing
consolidation. This trend may reflect the relatively low levels of organic
growth experienced by U.S. personal protective equipment manufacturers in recent
years. In part, to address this trend, the Bacou Group, including Bacou USA, had
a long-term strategic plan of pursuing growth through acquisition. Management of
Bacou S.A. and Bacou USA believed that such growth was necessary for the Bacou
Group to compete successfully with ever larger competitors and to capitalize on
potential economies of scale. This strategy required the Bacou Group to raise
significant additional debt or equity capital from sources other than cash flow
from operations. The private ownership structure of Bacou S.A. and the limited
liquidity of Bacou USA's equity, imposed significant constraints on the ability
of the Bacou Group, and Bacou USA, to raise the capital necessary to pursue
successfully its long term growth strategy. For example, in 1998 Bacou USA had
attempted to complete a secondary offering of its common stock. The indicative
pricing of that offering, however, was unsatisfactory and the offering was
abandoned before it was completed. Prior to Bacou USA's announcement that it
would explore strategic alternatives, the historic prices at which Bacou USA's
shares of common stock were trading represented multiples of Bacou USA's
earnings that were lower than the trading multiples of many companies that might
otherwise have been acquisition candidates for Bacou USA. Therefore, raising
equity capital at such multiples would have been unacceptably expensive for the
purpose of pursuing possible acquisitions. Management of the Bacou Group,
including our board of directors, was aware of these constraints and discussed
them from time to time at various board meetings. Additionally, because of the
existing capital structure of the Bacou Group, including the existing level of
debt, management of the Bacou Group, including Bacou USA, believed that the
Bacou Group, including Bacou USA, had limited access to additional debt
financing.

    In the second half of 1999, a representative of Vandeputte International NV
contacted a representative of the Bacou family to express Vandeputte's desire to
sell its minority interest in Bacou S.A. The Bacou family realized that the
Bacou Group would need to raise additional capital or assist Vandeputte to find
a buyer for their interest, if the Bacou Group were to accommodate Vandeputtes'
desire to sell.

    From time to time the Bacou family has considered various alternatives with
respect to its investment in the Bacou Group, including a recapitalization, a
sale of all or part of the Bacou Group and a merger with another company.
Additionally, the Bacou family and the Bacou Group have, from time to time,
received unsolicited inquiries from third parties regarding the sale of all or
part of the Bacou Group, including one in 1999. These proposals never advanced
beyond very preliminary stages and no price or deal structures were ever the
subject of meaningful discussions between any third party or any member of the
Bacou family or representative of the Bacou Group.

    The confluence of the capital constraints and the Vandeputte desire for
liquidity in 1999 caused the Bacou family to consider how best to capitalize
Bacou S.A. and Bacou USA to allow for both a liquidation of the Vandeputte
interest in Bacou S.A. and a continuation of its long-term strategy of building
a major global safety and security company. The Bacou family determined that
achieving both goals would require a substantial increase in the indebtedness of
Bacou S.A., Bacou USA, the Bacou family, or a combination thereof, or a
substantial dilution of the Bacou family's interest in Engineering Henri Bacou,
Bacou S.A. or Bacou USA. In light of these circumstances and the consolidation
trend described above, the Bacou family believed that there was substantial
value that a third party would attribute to the Bacou Group.

                                       17
<PAGE>
    In December 1999, senior management of Bacou S.A., including Philippe Bacou,
and Bacou USA met with the financial and legal advisors to the Bacou family and
Bacou S.A. to discuss, in general terms, the possibility of pursuing a sale or
other strategic transaction involving the Bacou Group. Among the issues
discussed at that meeting was the practice of Bacou S.A. not to obtain annual
consolidated audited financial statements. At that time, Philippe Bacou was
advised that a sale or merger transaction would be unlikely unless consolidated
audited financial statements were prepared for the Bacou Group. As a result of
this meeting Bacou S.A. engaged KPMG Peat Marwick LLP as its independent
auditors and KPMG began preparing consolidated financial statements for the
Bacou Group.

    During the first half of 2000, the Bacou family, acting through Philippe
Bacou, and Bacou S.A., engaged in periodic discussions with their financial and
legal advisors, Deutsche Banc Alex.Brown and White & Case LLP, respectively, and
with Bacou USA regarding strategic alternatives for the Bacou Group. In
particular, Messrs. Bacou, Stepan and Barr had several conversations in which
they concluded that, regardless of whether or not a transaction would be
proposed involving the sale of Bacou USA's publicly held shares of common stock,
it would be necessary to prepare a data room and provide potential buyers access
to the senior management of Bacou USA in order to participate in and support the
Bacou family's exploration of strategic alternatives for the Bacou Group.
Messrs. Bacou, Stepan and Barr anticipated that any potential buyer of Bacou
S.A. and the Bacou family interest in the Bacou Group would need to meet with
Bacou USA's senior management and investigate the business, operations and
financial condition of Bacou USA as part of its due diligence process, because
of the importance of Bacou USA to the Bacou Group. Because of the potential for
conflicts of interest between the Bacou family and the public stockholders of
Bacou USA inherent in a possible sale of the Bacou Group, Mr. Stepan and
Mr. Barr proposed to Mr. Bacou that, as a condition to the participation of
Bacou USA's management in the sale process, the Bacou family enter into an
agreement with Bacou USA to establish procedural safeguards to protect the
public stockholders of Bacou USA in connection with a possible sale of the Bacou
Group.

    The Bacou family believed that the Vandeputtes' desire for liquidity
interjected an element of uncertainty into the evaluation of strategic
alternatives for the Bacou Group and that any sale or other strategic
transaction involving Bacou S.A. and Bacou USA would be simplified if the Bacou
family could acquire control of the 38% minority interest in Bacou S.A. held by
the Vandeputte family. The Bacou family, however, did not believe that it was in
a position at that time to purchase the Vandeputte family shares on terms that
would be acceptable to the Bacou family and the Vandeputtes. In connection with
exploring alternatives for simplifying the ownership structure of Bacou S.A.,
Philippe Bacou, on behalf of the Bacou family, sought the assistance of Bacou
USA's management in structuring and negotiating a transaction whereby the Bacou
S.A. shares held by the Vandeputte family either could be purchased by parties
that the Bacou family believed would support, as shareholders, a sale of Bacou
S.A. or could be brought within the control of the Bacou family without
requiring the Bacou family or Bacou S.A. to incur substantial debt to purchase
the shares. Beginning in early 2000 and lasting through early July 2000, our
senior management, with Mr. Bacou's consent and support, periodically engaged in
discussions and negotiations with representatives of the Vandeputte family
regarding means of liquidating the Vandeputte interest in Bacou S.A. in a manner
consistent with the Bacou family's goals. These discussions resulted in the
execution, on July 8, 2000, of a Share Option Purchase Agreement pursuant to
which Protection Participation, Hobar Corporation N.V. and Sauvegarde LLC
received an irrevocable option to purchase all of the shares of Bacou S.A. owned
on such date by Mevra Beheer BV, an entity controlled by Vandeputte
International NV, representing 38% of Bacou S.A.'s outstanding shares.
Protection Participation is an entity managed by Philippe Bacou and Sauvegarde
is an entity owned by Messrs. Barr, Bennett, Hebert and Stepan, our senior
management.

                                       18
<PAGE>
    On July 7, 2000, the Bacou family determined to explore strategic
alternatives to enhance value for its shareholders and to engage financial
advisors specifically for that purpose.

    Following the meeting of Bacou S.A.'s board, there was a special telephonic
meeting of our board of directors on Friday, July 7, 2000. At this meeting,
Mr. Bacou, Co-chairman of our board of directors, explained the circumstances
described above which had led the Bacou family to contemplate the sale of the
Bacou Group. Mr. Bacou explained that the Bacou family had determined that it
would offer all or part of its interest in Bacou S.A. for sale. He further
explained that, because of the Bacou family's indirect control of Bacou USA
through its control of Bacou S.A., the Bacou family's interest in Bacou USA
would also be offered for sale. Mr. Walter Stepan, co-chairman of our board of
directors, further explained that the Bacou family and Bacou S.A. would prefer
to offer the entire Bacou Group for possible sale. After a discussion of these
developments, our board of directors determined that the oversight committee of
the board of directors would review any transaction involving a sale of Bacou
USA. The oversight committee had been established in connection with Bacou USA's
initial public offering in 1996 to address potential conflicts of interest that
might arise between Bacou USA's public stockholders and Bacou S.A. The oversight
committee consists of two directors who are not employees or officers of any
entity in the Bacou Group and who are not otherwise affiliated with the Bacou
Group or the Bacou family.

    At the July 7th meeting, Messrs Stepan and Barr expressed their concern that
an acquirer of the Bacou family interest in Bacou S.A. would become the
controlling stockholder of Bacou USA and could engage in a transaction which
would eliminate the public minority stockholders of Bacou USA at a lower per
share value than such acquirer had paid for its indirect ownership interest in
Bacou USA. They therefore proposed to the board of directors that any sale of
the Bacou family interest in Bacou S.A. should include the stockholders of Bacou
USA, other than Bacou S.A. Mr. Barr then described the draft letter agreement
between the Bacou family and Bacou USA, regarding the procedural safeguards for
the public stockholders which were being proposed to the Bacou family in
connection with the potential sale of the Bacou Group. The board of directors
discussed the draft letter and authorized Mr. Stepan and Mr. Barr to continue
negotiations with the Bacou family regarding the letter agreement. The board of
directors also authorized management to engage Deutsche Banc Alex.Brown as
financial advisors to represent Bacou USA in connection with the potential sale
of Bacou Group through an auction process. The board of directors further
authorized the oversight committee to retain its own independent financial
advisor and legal advisor in connection with the oversight committee's review
and consideration of any potential sale transaction.

    On Monday, July 10, 2000, we issued a joint press release with Bacou S.A.
announcing that Bacou USA and Bacou S.A. would engage financial advisors to
explore strategic alternatives to enhance value for the shareholders of both
companies.

    Between July 10, 2000 and July 14, 2000, Mr. Stepan, Mr. Barr and Mr. Bacou
continued discussing and negotiating, together with their advisors, the specific
terms of the letter agreement. On July 14, 2000, we entered into a letter
agreement with each of Jacqueline Maggi Bacou, Philippe Bacou, Christophe Bacou
and Veronique Mirabel (we refer to these individuals as the "Bacou family")
whereby the Bacou family agreed that, in connection with a possible sale of
Engineering Henri Bacou and Bacou S.A., they would not accept any offer for
their interests in Engineering Henri Bacou and Bacou S.A. (and thereby for their
indirect ownership of our common stock) unless such offer also contained an
undertaking to offer to purchase the shares of our common stock, not owned by
Bacou S.A., on substantially similar terms. In this letter agreement, it was
also agreed that the oversight committee of our board of directors would review
any sale transaction involving Bacou USA and that the oversight committee would
retain its own independent financial advisor, pursuant to which PaineWebber
Incorporated was retained on August 21, 2000, and legal counsel to assist them
in such review, at our expense. Following discussions with Christian Dalloz and
in light of the fact that the first stage of the auction process for the sale of
the Bacou Group ended without a viable transaction, since

                                       19
<PAGE>
none of the solicited offers was ultimately acceptable, the terms of the letter
agreement were deemed to no longer be applicable and ceased to be in effect.

    On July 14, 2000, we issued a press release announcing that the Bacou family
and Bacou USA each had separately engaged Deutsche Bank as their respective
financial advisors in connection with the exploration of strategic alternatives
for Bacou S.A. and Bacou USA. We also announced that we had entered into the
letter agreement with the Bacou family.

    FIRST STAGE OF THE AUCTION PROCESS

    During July and August 2000, with the consent of the Bacou Group, Deutsche
Bank contacted numerous potential acquirers of the Bacou Group and provided
limited information to determine whether such potential acquirers would be
interested in purchasing all of the Bacou Group. These potential acquirers were
selected based on:

    - experience with acquisitions in similar or related markets;

    - strategic fit; and

    - perceived financial capability to complete an acquisition of the Bacou
      Group.

    A total of 87 of these parties, including Christian Dalloz, agreed to
execute confidentiality agreements and requested further information regarding
the Bacou Group. By early August, KPMG had completed its audit of the Bacou S.A.
financial statements for the 1999 fiscal year. On August 5, 2000, Deutsche Bank
distributed a preliminary information memorandum regarding the Bacou Group to
the potential acquirers who had executed confidentiality agreements.

    On August 16, 2001, the oversight committee, acting by unanimous written
consent authorized the retention of PaineWebber Incorporated as its independent
financial advisor. The investment banking business of PaineWebber Incorporated
was subsequently combined with UBS Warburg following the merger of the parent of
PaineWebber Incorporated with an affiliate of UBS Warburg in November 2000.

    On September 1, 2000, Hobar Corporation, Protection Participation and
Sauvegarde exercised their option pursuant to the Share Option Purchase
Agreement and purchased an aggregate of 470,953 shares of Bacou S.A. The
exercise of the option required initial payments of 14 million French francs,
7 million French francs and 14 million French francs, by Hobar, Protection
Participation and Sauvegarde, respectively. These initial payments have become
non-refundable despite the fact that if the merger and the related sale of Bacou
S.A. and Engineering Henri Bacou are not completed, the option parties will be
obligated to return the option shares to Mevra Beheer. The Share Option Purchase
Agreement requires that the option parties make additional payments to Mevra
Beheer upon the completion of the merger and the related sale of Bacou S.A. to
Christian Dalloz.

    In early to mid-September 2000, pursuant to a request to potential acquirers
for non-binding proposals regarding the purchase of the Bacou Group, Deutsche
Bank received non-binding written indications of interest in further exploring
an acquisition of all or part of the Bacou Group from a total of 27 potential
acquirers. These interested parties did not include Christian Dalloz.

    On September 15, 2000, members of our senior management and the senior
management of Bacou S.A. met with representatives of Deutsche Bank to review the
preliminary indications of interest received from the potential acquirers.
Deutsche Bank identified the parties who had returned indications of interest,
described their proposals, discussed their previous experience in similar types
of acquisitions and the value of the preliminary indications of interest.
Deutsche Bank also expressed its assessment of each party's level of interest
and ability to complete a transaction from a financial and regulatory
perspective. As a result of these discussions, the senior management teams of
Bacou S.A. and Bacou USA agreed to provide further due diligence opportunities
to nine parties from whom

                                       20
<PAGE>
Deutsche Bank had received non-binding written initial indications of interest
in acquiring the Bacou Group.

    On September 19, 2000, Deutsche Bank offered to these interested parties the
opportunity to perform further due diligence on the Bacou Group and to meet with
management of Bacou S.A. and Bacou USA. Bacou S.A. and Bacou USA established
data rooms containing detailed information at the offices of White & Case LLP in
Paris and New York.

    On September 21, 2000, the oversight committee held a meeting to discuss the
status of the sale process for the Bacou Group. Also present at the meeting
were: representatives of the law firm of Edwards & Angell LLP, counsel to the
oversight committee; representatives of Deutsche Bank, financial advisors to the
Bacou family and Bacou USA; and representatives of the oversight committee's
independent financial advisor, PaineWebber Incorporated (who participated by
telephone). At the request of the oversight committee, the Deutsche Bank
representatives discussed with the oversight committee the status of the auction
process. Deutsche Bank reviewed the various indications of interest from
potential acquirers of the Bacou Group and generally discussed the strengths and
weaknesses of various interested parties and potential transaction structures.
The oversight committee also discussed with its advisors various legal issues
relating to the auction process including legal documentation that might be
required and potential antitrust approvals that might be required.

    Between September 25, 2000 and October 27, 2000, the interested parties
conducted additional documentary due diligence in the data rooms. Additionally,
during this period, they attended presentations by senior managers of Bacou S.A.
and Bacou USA and visited certain manufacturing facilities in the United States,
Mexico and in Europe to obtain additional information regarding the business and
operations of Bacou S.A. and Bacou USA.

    On October 19, 2000, the oversight committee held a meeting to discuss the
status of the sale process and to review a draft merger agreement that Bacou USA
proposed to deliver to potential acquirers with respect to the potential
acquisition of Bacou USA as part of an overall sale of the Bacou Group. Also
present at the meeting were Mr. Barr and Mr. Winfield Major, General Counsel of
Bacou USA. Representatives of the oversight committee's legal advisors and
independent financial advisors (who participated by telephone) were also present
at the meeting. Mr. Barr informed the oversight committee about the status of
the auction process. The oversight committee had received the draft merger
agreement that Bacou USA intended to deliver to potential acquirers. The
oversight committee's legal advisors described the principal features of the
draft merger agreement. The oversight committee's financial and legal advisors
indicated that they would continue reviewing draft documentation and
periodically update the oversight committee with respect to important issues
related to the auction process.

    On November 5, 2000, Deutsche Bank sent out letters requesting final offers
from bidders.

    On November 21, 2000, in response to written and telephonic requests from
Deutsche Bank, certain of the interested parties delivered to Deutsche Bank
revised proposals to purchase the Bacou Group. Between November 21 and
December 15, 2000, Bacou S.A., Bacou USA and their financial and legal advisors
had several meetings and telephone calls to discuss the proposals, and Deutsche
Bank continued to solicit proposals from participants in the auction process.

    On December 15, 2000, we issued a press release announcing that, although
progress had been made in the evaluation of strategic alternatives for Bacou
S.A. and Bacou USA, the evaluation process would not be completed until some
time in January 2001. We also announced that we continued to expect the process
to result in a sale of the businesses of Bacou S.A. and Bacou USA in their
entirety to one purchaser in a single transaction.

    Following receipt of the proposals on November 21, 2000, Bacou S.A. and
Bacou USA together with Deutsche Bank engaged in further discussions and
negotiations with the remaining potential

                                       21
<PAGE>
acquirers in an effort to induce them to improve their proposals. By
January 15, 2001, Deutsche Bank had received offers to purchase the entire Bacou
Group with values ascribed to the publicly held shares of Bacou USA of up to $25
per share in cash. Each offer was subject to material conditions, including
continued due diligence, negotiation of definitive agreements, the availability
of financing and a period of exclusivity to complete the transaction.

    From the end of November, 2000 until mid-January, 2001, representatives of
Bacou S.A. and its financial and legal advisers had a number of meetings and
discussions in France with representatives of Christian Dalloz and its financial
and legal advisors. These included meetings at the offices of Rothschild & Cie,
Christian Dalloz' financial advisors, on November 28, December 4, December 12,
December 14, 2000 and January 9, 2001. At these meetings, representatives of
Christian Dalloz made various proposals regarding a possible combination with
the Bacou Group. The deal structures proposed included a merger with Bacou USA
and generally reflected the deal structure ultimately agreed to by the parties.
At these meetings the parties discussed general deal structures, financing,
regulatory approvals required and valuation issues.

    On January 15, 2001, Mr. Barr delivered to the financial advisors to the
oversight committee and the members of the oversight committee detailed
information regarding each of the proposals that were under consideration by the
Bacou family, Bacou S.A. and Bacou USA. The information provided to the
oversight committee and their financial advisors included comparisons prepared
by Deutsche Bank of the various proposals to acquire the Bacou Group.

    On January 17, 2001, the Bacou family and Bacou S.A. determined that they
would negotiate exclusively with one of the remaining potential acquirers and
would attempt to reach agreement on definitive documentation for the sale of the
Bacou Group and, therefore, granted exclusivity to the potential acquirer.
Between January 17, 2001 and February 8, 2001, Bacou S.A. and Bacou USA together
with the legal and financial advisors to Bacou S.A., engaged in intensive
negotiations and discussions with the potential acquirer to finalize the legal
documentation for a sale of the Bacou Group, including a merger agreement
providing for the acquisition of Bacou USA. The potential acquirer also engaged
in additional legal and business due diligence during this period. In connection
with these negotiations, the potential acquirer had proposed to Bacou S.A. that
the public stockholders of Bacou USA receive $25 in cash per share as
consideration for their shares of Bacou USA in the merger. The members of the
oversight committee and the committee's legal and financial advisors were
periodically updated throughout this period regarding the status of the
discussions.

    The oversight committee met on February 1, 2001. Mr. Major was present by
invitation, as were representatives of Edward & Angell LLP and UBS Warburg LLC,
the oversight committee's legal and financial advisors, respectively. At this
meeting the oversight committee engaged in a detailed discussion with its legal
and financial advisors of the status of the auction process and the status of
the negotiations with the potential acquirer. The UBS Warburg LLC representative
indicated to the oversight committee, based on a review of information provided
by Deutsche Bank, that the auction process conducted by the Bacou Group and its
financial advisors had been thorough and designed to reach the maximum number of
potential bidders. UBS Warburg LLC also explained the components of the then
proposed consideration to be received by the stockholders of the Bacou Group.
UBS Warburg LLC discussed with the oversight committee the $25.00 per share cash
consideration proposed to be paid to the stockholders of Bacou USA other than
Bacou S.A., and the oversight committee determined that $25.00 per share would
be inadequate. The oversight committee instructed UBS Warburg LLC to meet with
Deutsche Bank to explain the oversight committee's position with a view to
seeking an increase in the proposed merger consideration. Subsequent to this
meeting, on February 1, 2001, UBS Warburg LLC met with Deutsche Bank twice and
discussed with Deutsche Bank the oversight committee's views regarding the
$25.00 per share offered by the potential acquirer but did not reach any
resolution on what would be an appropriate price. UBS Warburg LLC later reported
back to the oversight committee regarding these discussions.

                                       22
<PAGE>
    Our board of directors met on February 2, 2001 with all directors other than
Christophe Bacou present. Additionally, the following officers of Bacou USA were
present: Mr. Bennett; Mr. Hebert; and Mr. Major. Additionally, representatives
of Edwards & Angell LLP, counsel to the oversight committee, representatives of
Deutsche Bank, financial advisors to Bacou S.A. and Bacou USA; and
representatives of White & Case LLP, counsel to Bacou S.A., were present at the
meeting. Mr. Barr and Mr. Stepan discussed with the board of directors certain
financial information related to Bacou USA and its operating units for the
fourth quarter and year ended December 31, 2000. The board of directors,
including the members of the oversight committee, then engaged in a discussion
regarding the auction process with respect to the Bacou Group. The Deutsche Bank
representatives discussed with the board the auction process that had been
undertaken with respect to the sale of the Bacou Group and the status of
negotiations with the potential acquirer. The Deutsche Bank representatives
engaged in a detailed discussion with the board of directors of the significant
structural and economic features of the transaction being proposed by the
potential acquirer. They responded to numerous questions and issues raised by
members of the board of directors and, in particular, by members of the
oversight committee, related to the financial and structural terms of the
proposal. Thereafter, the White & Case representatives discussed with the board
their fiduciary duties under Delaware law in connection with considering any
proposed transaction. The White & Case representatives discussed the significant
features of the existing draft of the merger agreement, emphasizing that the
oversight committee's independent financial advisor would have to provide an
opinion to the oversight committee regarding the fairness from a financial point
of view of the consideration being provided to the public stockholders of Bacou
USA as a condition to executing any merger agreement. The representative of
Edwards & Angell LLP indicated that his law firm had been working together with
White & Case in the negotiations regarding the merger agreement. The board of
directors, including the oversight committee, then engaged in a discussion,
together with the legal and financial advisors present at the meeting, of a
number of the significant features of the proposal.

    Prior to reaching agreement on the principal transaction terms, on
February 8, 2001 the potential acquirer terminated negotiations with respect to
the potential purchase of the Bacou Group. The oversight committee was promptly
informed of this development.

    NEGOTIATIONS WITH CHRISTIAN DALLOZ

    Following the termination of the auction discussions, Philippe Bacou
contacted Christian Dalloz to indicate that the period of exclusivity for
negotiations with the potential acquirer had terminated and that the
shareholders of Bacou S.A. could consider proposals for an acquisition of the
Bacou Group.

    On February 9, 2001, Christian Dalloz delivered to Bacou S.A. a draft
non-binding letter of intent for the purchase of the Bacou Group, including a
merger with Bacou USA. Christian Dalloz conditioned the continuation of
negotiations on a termination of the Bacou Group's auction process but this
proposal was rejected by the Bacou Group.

    Following the termination of negotiations with the potential acquirer and
the termination of the exclusivity agreement related thereto, Deutsche Bank and
members of Bacou S.A.'s and Bacou USA's management had discussions with
previously interested parties regarding the possibility that such parties would
make revised offers to purchase the Bacou Group. No interested party proposed
terms that were superior to those offered by Christian Dalloz, nor did any
proposal contain a per share offer greater than $25 for the public stockholders
of Bacou USA.

    In February and March 2001, Christian Dalloz, together with its French legal
advisors, Bredin Pratt, U.S. legal advisors, Cravath Swaine & Moore, and
financial advisors, Rothschild & Cie conducted a business and legal due
diligence investigation of the Bacou Group. The Bacou Group, together with

                                       23
<PAGE>
their legal and financial advisors, simultaneously conducted a business and
legal due diligence investigation of Christian Dalloz. The due diligence
investigations included the following:

    - February 22, 2001--meeting between Mr. Claude Balleyguier, Chief Executive
      Officer of Christian Dalloz, and Philip Barr at the principal executive
      offices of Bacou USA to discuss general management issues including
      potential roles for management of Bacou USA following the merger;

    - February 27, 2001--Bacou USA senior management made a presentation
      regarding the business and operations of Bacou USA to Christian Dalloz'
      senior management, financial advisors, legal advisors and potential
      financing sources and conducted a tour of the Uvex facility in Smithfield,
      Rhode Island;

    - March 5, 2001--Mr. Barr and Mr. Hebert met with Mr. Balleyguier and
      Mr. de la Morandiere, Chief Financial Officer of Christian Dalloz,
      regarding potential commercial benefits of the combination of the Bacou
      Group and Christian Dalloz;

    - Numerous dates--representatives of Christian Dalloz and the Bacou Group
      and their financial and legal advisors conduct due diligence at the data
      rooms established for this purpose;

    - March 6, 2001--senior management of Bacou S.A. made a presentation
      regarding the business and operations of Bacou S.A. to senior management
      of Christian Dalloz and their financial advisors, legal advisors and
      potential financing sources at the offices of Rothschild in Paris, France;
      and

    - March 10 and 11, 2001--senior management of Bacou S.A., Bacou USA and
      Christian Dalloz engaged in discussions for the purpose of identifying
      potential commercial benefits from the combination of the Bacou Group and
      Christian Dalloz.

    On March 14, 2001 senior management of Christian Dalloz met with senior
management of Bacou S.A. and Bacou USA together with the respective financial
and legal advisors of Christian Dalloz and Bacou S.A., at the offices of
Rothschild in Paris, France. At this meeting the parties engaged in negotiations
regarding significant terms for a combination of the Bacou Group and Christian
Dalloz. In particular, the parties focused on the the relative equity values of
Christian Dalloz and the Bacou Group as well as the payment of expenses related
to the transaction. These discussions continued on March 15, 2001 with the same
parties represented.

    As a result of these meetings, a revised draft of a non-binding letter of
intent was delivered by Christian Dalloz' French legal advisors to the Bacou
Group and its financial and French legal advisors. The Bacou Group and its
financial and French legal advisors engaged in frequent discussions and
negotiations with Christian Dalloz and its financial and French legal advisors
between March 15 and March 23, 2001 with respect to the terms of the draft
non-binding letter of intent. On March 22 and 23, 2001, representatives of the
Bacou Group, including Mr. Philippe Bacou, and their financial and French legal
advisors met with representatives of Christian Dalloz and its financial and
French legal advisors at the offices of Christian Dalloz' financial advisors in
Paris to continue these discussions. In addition to discussing the drafting of
the letter of intent, during these discussions the parties focused on financing
issues, regulatory approvals that might be required, means of providing
liquidity for the Christian Dalloz shares that would be issued to the Bacou
family in the sale of Bacou S.A. and Engineering Henri Bacou and transaction
expenses. As a result of these meetings and discussions the parties agreed on
the general terms of a non-binding letter of intent by and among Mr. Philippe
Bacou on behalf of the Bacou family, and the significant minority stockholders
of Bacou S.A., Hobar, Protection Participation and Sauvegarde. The non-binding
letter of intent was then executed as of March 24, 2001.

                                       24
<PAGE>
    The non-binding letter of intent described certain significant terms for a
potential combination of the Bacou Group and Christian Dalloz. The non-binding
letter of intent contemplated the general transaction structure that was
ultimately reflected in the definitive transaction documents for the merger and
the related acquisitions of Bacou S.A. and Engineering Henri Bacou. The
non-binding letter of intent expressed a principle that the total equity value
of the Bacou Group was three times the total equity value of Christian Dalloz
and that the value attributable to each Christian Dalloz share to be issued in
exchange for certain shares of Bacou S.A. and Engineering Henri Bacou would be
78.6 Euros. The non-binding letter of intent did not establish any price to be
paid for the public stockholders of Bacou USA. Instead, the value attributable
to such shares was left to be negotiated by the parties to the non-binding
letter of intent with a view to obtaining the favorable recommendation of such
price by the oversight committee.

    The oversight committee met on March 27, 2001. The committee members,
Mr. Barr and Mr. Hebert were present in person and Mr. Walter Stepan was present
by telephone. Messrs. Stepan, Barr and Hebert provided a summary of the
developments regarding the evaluation of strategic alternatives by the Bacou
family, Bacou S.A. and Bacou USA. This report supplemented the periodic updates
that Mr. Barr had provided to the members of the oversight committee by means of
telephone calls during the period between March 5 and March 23, 2001. At the
oversight committee meeting, Mr. Barr described the material terms of the
proposed combination between the Bacou Group and Christian Dalloz as outlined in
the non-binding letter of intent. Mr. Barr indicated to the oversight committee
that the proposal contemplated the purchase for cash of all the publicly held
shares of Bacou USA for an amount to be determined. The oversight committee and
Messrs. Stepan, Barr and Hebert all acknowledged that the oversight committee
had earlier indicated in connection with the negotiations with an earlier
potential acquirer that, in the oversight committee's view, a price of $25 per
share in cash for the public stockholders of Bacou USA would be inadequate.

    Between March 24, 2001 and April 20, 2001 the Bacou Group, including
management of Bacou USA, and Christian Dalloz, together with their respective
legal and financial advisors, conducted additional business and legal due
diligence investigations of each other and began to prepare and negotiate the
transaction documentation related to the proposed combination of the Bacou Group
and Christian Dalloz. These activities involved frequent discussions by and
among the parties and their respective financial and legal advisors throughout
this period. On April 17, 2001, Christian Dalloz' legal counsel delivered to the
Bacou Group's legal counsel an initial draft of the merger agreement.

    During the evening of March 23, 2001 and on March 24, 2001, Messrs. Barr,
Stepan and Hebert met with representatives of the Vandeputte family in Belgium
to discuss a possible amendment to the Share Option Purchase Agreement. During
the discussions with Christian Dalloz in April, Christian Dalloz had indicated
that it might request an adjustment to the proposed purchase price for the
shares of Bacou S.A. and Engineering Henri Bacou. As a result of these
discussions, Messrs. Barr, Stepan and Hebert engaged in discussions with the
Vandeputte family for a potential reduction of the remaining payments relating
to the exercise of the option under the Share Option Purchase Agreement.
Accordingly, the parties to the Share Option Purchase Agreement executed an
amendment thereto in April 2001 to effect a reduction in the purchase price for
the option and to extend the time by which a sale of the Bacou Group could occur
before Sauvegarde, Protection Participation and Hobar would be required to
return to Mevra Beheer the Bacou S.A. shares that they had purchased pursuant to
the Share Option Purchase Agreement.

    On April 25, 2001, representatives of the Bacou Group, including management
of Bacou USA, met with representatives of Christian Dalloz at the offices of
Christian Dalloz' financial advisors in Paris to discuss, together with the
financial and French legal advisors for Christian Dalloz and the financial and
French legal advisors for the Bacou Group, certain issues arising out of the due
diligence investigations conducted to date. Additionally, the parties discussed
certain economic and structural issues related to the sale of Bacou S.A. and
Engineering Henri Bacou. This meeting continued on April 26, 2001.

                                       25
<PAGE>
    Throughout May, 2001 the financial and legal advisors to Bacou USA and
Christian Dalloz continued meeting and engaging in frequent discussions and
negotiations regarding the definitive documentation for the combination of the
Bacou Group and Christian Dalloz, including the merger agreement and the related
sale of Bacou S.A. and Engineering Henri Bacou.

    Throughout this period, the oversight committee and its legal and financial
advisors were periodically updated regarding the status of negotiations for the
sale of the Bacou Group and were aware that the parties might be in a position
to reach agreement by the end of the month. Consequently, on May 8, 2001, the
oversight committee met with its financial and legal advisors to discuss the
potential value to be received by the public stockholders of Bacou USA in the
merger. At this meeting, the oversight committee concluded that it still
believed that a $25.00 per share price for the public stockholders of Bacou USA
would be inadequate. Following such meeting the oversight committee's legal
advisors and Mr. Barr had a telephone discussion regarding the results of the
oversight committee's meeting during which the legal advisors indicated to
Mr. Barr the oversight committee's preliminary views as to valuation for the
shares of Bacou USA held by stockholders other than Bacou S.A. On May 8, 2001,
Bacou USA received an unsolicited proposal from a previous potential purchaser
for the purchase of the Bacou Group with a value proposed for the public
stockholders of Bacou S.A. remaining at $25.00 per share. We did not pursue this
offer because the oversight committee had previously indicated that a price of
$25.00 per share in cash would be inadequate and because we were bound by an
exclusivity agreement with Christian Dalloz.

    Between May 8 and May 29, the legal representatives of Christian Dalloz,
Bacou Group and the oversight committee submitted comments and engaged in
frequent discussions relating to the merger agreement.

    On May 9, 2001 Deutsche Bank, as financial advisor to the Bacou family,
delivered a letter to the oversight committee and its financial advisor
proposing that the stockholders of Bacou USA, other than Bacou S.A., be paid
$27.00 per share in cash as consideration for their shares in the merger.

    On May 14, 2001, the oversight committee met with Mr. Barr, Mr. Hebert,
Mr. Major and by conference telephone with the financial advisor and U.S. legal
advisor to the Bacou Group and the legal and the financial advisor to the
oversight committee. During this meeting Mr. Barr described the background and
status of the negotiations between the Bacou Group and Christian Dalloz. He
explained that during the course of the discussions with Christian Dalloz, it
had become clear that Christian Dalloz' proposal to acquire the Bacou Group
required that the senior managment of Bacou USA continue in significant roles
following the merger. Mr. Barr also described in detail the various interests of
Messrs. Barr, Bennett, Hebert and Stepan in the merger and the related sale of
Bacou S.A. and Engineering Henri Bacou. Mr. Barr described and quantified the
following: cash payments that would be owing to each of these individuals upon
completion of a merger under the change of control provisions of their various
employment contracts; the value of existing stock options attributable to these
executives if the merger and the related sale of Bacou S.A. and Engineering
Henri Bacou would be completed; the Share Option Purchase Agreement; their
interest in Sauvegarde; and an understanding between Philippe Bacou and
Messrs. Barr, Bennett, Hebert and Stepan pursuant to which the Bacou family
would make certain payments out of the proceeds of the sale of its shares of
Bacou S.A. and Engineering Henri Bacou to these individuals in recognition of
the important role that they had played in structuring and negotiating the sale
of the Bacou Group and their continued participation in the management of the
combined group. Mr. Barr also explained that, unlike the exercise price in
respect to the 2001 and 2002 options which was provided for in the employment
agreements, the exercise price on an aggregate of 125,000 stock options for
Messrs. Barr, Bennet, Stepan and Hebert to be granted in respect of the 2000
performance of Bacou USA pursuant to their employment agreements had not
previously been determined. Mr. Barr proposed an exercise price for such options
based on the trading price of Bacou USA's shares prior to our announcement in
July 2000 that we would explore strategic alternatives. During this meeting the
oversight committee indicated

                                       26
<PAGE>
their concerns regarding the pricing of the 2000, 2001 and 2002 options and the
aggregate value of the cash payments to which the four executives would be
entitled from these various arrangements as a result of the completion of the
merger and the related sale of Bacou S.A. and Engineering Henri Bacou.

    On May 15, 2001, Christian Dalloz and its financial and French legal
advisors met with representatives of the Bacou Group, including management of
Bacou USA, and its financial and French legal advisors at the offices of
Rothschild in Paris to discuss the terms of the sale of the shares of Bacou S.A.
and Engineering Henri Bacou and other issues arising out of the joint due
diligence investigations. The parties agreed that the value of the Christian
Dalloz shares would be reduced from 78.6 Euro to 77 Euro for purposes of
determining the equity value of the Bacou Group, including the value
attributable to the shares of Bacou USA held by stockholders other than Bacou
S.A. The reduction in equity value for the Bacou Group was attributed to further
due diligence findings by Christian Dalloz and a review of the Bacou Group's
actual earnings and cash flow performance through December 31, 2000. The parties
reconvened at the offices of Christian Dalloz' legal advisors on May 16, 2001 to
engage in further discussions and negotiations with respect to the sale of Bacou
S.A. and Engineering Henri Bacou.

    Between May 17, 2001 and May 25, 2001, the oversight committee and its legal
advisors engaged in frequent discussions with Messrs. Stepan, Barr and Hebert
regarding the merger consideration for our stockholders other than Bacou S.A.
and the cash payment arrangement with the Bacou family and the pricing of the
options. During these discussions the oversight committee insisted that the
executives waive their right to the options and the cash payments that the Bacou
family had agreed to make. Although the executives insisted that the options
were provided by their employment agreements and that the payments were to be
made out of the proceeds received by the Bacou family for their interests in
Bacou S.A. and Engineering Henri Bacou and that the Bacou family was entitled to
distribute such proceeds in any manner that it saw fit, on May 23, 2001 the
executives agreed to the oversight committee's position and waived any right
that they may have to these payments from the Bacou family. This agreement was
communicated to the oversight committee by Mr. Stepan and Mr. Barr in a
telephone call to the oversight committee's legal advisor on May 21, 2001.

    Additionally, during late May, 2001, Messrs. Barr, Bennett, Hebert and
Stepan discussed with Christian Dalloz the possible terms of new employment
agreements (and in the case of Mr. Stepan, a new consulting agreement) that they
expect to execute with Christian Dalloz upon completion of the merger. Although
no agreements with Christian Dalloz have been reached, the executives are
discussing with Christian Dalloz the possibility of entering into new employment
agreements (and a consulting agreement for Mr. Stepan) upon completion of the
merger which would provide for certain up-front payments representing signing
bonuses, guaranteed bonuses for 2001, and payments for non-competition and
non-solicitation agreements.

    In response to the May 9, 2001 letter from Deutsche Bank on behalf of the
Bacou family, in late May 2001 the oversight committee's legal advisors made a
telephone call to the Bacou Group's U.S. legal advisors indicating that the
oversight committee was unwilling to recommend the merger at a price of $27.00
per share. The financial and legal advisors to the Bacou Group engaged in
further discussions with the oversight committee and its financial and legal
advisors between May 17, 2001 and May 22, 2001 in an effort to convince the
oversight committee to recommend the merger at a price of $27.00 per share in
cash to the public stockholders of Bacou S.A. Each revised offer was rejected by
the oversight committee. Based on further discussions on the afternoon and
evening of May 22, 2001 between the Bacou Group's financial and legal advisors
and the oversight committee and its financial and legal advisors, an
understanding was reached that the oversight committee would be prepared to
recommend a transaction that resulted in merger consideration to the
stockholders of Bacou USA other than Bacou S.A. of $28.50 per share subject to
formal oversight committee approval and the

                                       27
<PAGE>
receipt of an acceptable fairness opinion from UBS Warburg LLC. Bacou S.A. and
the Bacou family agreed to recommend this price to Christian Dalloz and
Christian Dalloz agreed.

    On May 25, 2001, the oversight committee met to consider, together with its
legal advisors and financial advisors by conference call, the terms of the
proposed merger agreement and the merger. Representatives of the oversight
committee's independent financial advisor, UBS Warburg LLC, then discussed with
the oversight committee the financial terms of the merger and described the
analyses that UBS Warburg LLC had performed in connection with its review of the
proposed merger consideration. UBS Warburg LLC reviewed the process implemented
by the Bacou Group to attract the $28.50 per share merger consideration. UBS
Warburg LLC then delivered its oral opinion, which was subsequently confirmed in
writing, that the consideration of $28.50 per share in cash to be received by
the stockholders of Bacou USA, other than Bacou S.A., in the merger is fair from
a financial point of view to such stockholders. See "SPECIAL FACTORS--Opinion of
UBS Warburg LLC." The oversight committee then unanimously determined that the
merger is fair to the stockholders of Bacou USA, other than Bacou S.A. and its
affiliates, and that the execution and delivery of the merger agreement and the
consummation of the transactions contemplated thereby are advisable and in the
best interests of Bacou USA and determined to recommend that the full board of
directors approve and adopt the merger and the merger agreement.

    Between May 26, 2001 and May 29, 2001, the parties engaged in additional
negotiations relating to matters in connection with the financing of the
transaction and the negotiation of other terms of the merger agreement and other
documentation. In particular, they resolved final issues related to due
diligence conditions to the commitments made by Christian Dalloz' financing
sources and resolved technical issues related to the merger agreement. On
May 29, 2001, the Share Option Purchase Agreement was amended to allow for a
deferred payment of the consideration to be paid pursuant to such agreement by
Sauvegarde LLC to Mevra Beheer.

    On May 29, 2001, our full board of directors convened a meeting to consider,
together with the advice of the Bacou Group's U.S. legal advisor and financial
advisor, the final terms of the merger agreement and the merger. In connection
with its consideration of the merger agreement and the merger, the board of
directors had previously received from the oversight committee and reviewed a
copy of the written materials prepared by UBS Warburg LLC for the oversight
committee at the oversight committee meeting on May 25, 2001 in support of UBS
Warburg LLC's fairness opinion. At this meeting, a representative of White &
Case described to the board of directors its fiduciary duties in connection with
the consideration of the merger agreement and the merger. A representative of
Deutsche Bank then summarized the sale process for the board of directors. The
Deutsche Bank representative emphasized that prior to the Christian Dalloz
proposal no other potential acquirer had made an offer to purchase Bacou USA
which involved consideration to the public stockholders of Bacou USA in excess
of $25.00 per share. The White & Case representative then described the
significant provisions of the merger agreement. Mr. Verrecchia then reported on
the discussions and recommendation of the oversight committee. He described the
oversight committee's meeting on May 25, 2001 and described in detail the
reasons for the oversight committee's unanimous recommendation that the full
board of directors approve the merger agreement and the merger. After further
discussion, the board of directors unanimously approved resolutions to the
following effect: (1) that the merger agreement is fair to the stockholders of
Bacou USA, other than Bacou S.A.; (2) that the merger agreement and the merger
are advisable and in the best interests of Bacou USA and its stockholders, other
than Bacou S.A.; and (3) authorization and approval of the merger agreement and
the consummation of the transactions contemplated thereby, including the merger.
See "SPECIAL FACTORS--Reasons for the Approvals by the Oversight Committee and
our Board of Directors." Following the meeting, we executed the merger
agreement. On May 30, 2001, Bacou S.A. and Bacou USA issued a press release
announcing the merger and the overall sale of the Bacou Group.

                                       28
<PAGE>
THE MAJORITY STOCKHOLDER; NO FURTHER STOCKHOLDER APPROVAL REQUIRED

    On June   , 2001 Bacou S.A., as our majority stockholder, who at that time
held approximately 71.4% of our shares eligible to vote on the merger, executed
an irrevocable written consent and proxy to approve and adopt the merger
agreement and the merger. Its vote was sufficient for stockholder approval and
adoption of the merger agreement and the merger under Delaware law, our
Certificate of Incorporation and Bylaws. Therefore, no further vote by our
stockholders is required to approve the merger agreement and the merger.

OPINION OF UBS WARBURG LLC

    Under the terms of an engagement letter, dated August 21, 2000, the
oversight committee retained PaineWebber Incorporated, whose investment banking
business was subsequently combined with UBS Warburg LLC, to provide financial
advisory services and a financial fairness opinion to the oversight committee in
connection with the merger. At the meeting of the oversight committee held on
May 25, 2001, UBS Warburg LLC delivered its oral opinion to the effect that, as
of the date of the opinion and based on and subject to the matters set forth in
the opinion, the consideration of $28.50 per share in cash to be received by our
holders, other than Bacou S.A., in the merger is fair from a financial point of
view to such stockholders. The opinion was confirmed by delivery of a written
opinion dated May 25, 2001.

    The following summary of the UBS Warburg LLC opinion is qualified in its
entirety by reference to the full text of the opinion. The full text of the
opinion sets forth the assumptions made, procedures followed, matters considered
and limitations on the scope of the review undertaken, by UBS Warburg LLC and is
attached as Appendix B to this information statement and is incorporated in this
information statement by reference. We encourage you to read carefully the UBS
Warburg LLC opinion in its entirety.

    UBS Warburg LLC's opinion:

    - is directed to the oversight committee;

    - relates only to the fairness from a financial point of view of the $28.50
      per share cash consideration to be received by our stockholders, other
      than Bacou S.A., in the merger;

    - does not address our underlying business decision to effect the merger;
      and

    - is necessarily based upon economic, monetary, market and other conditions
      as in effect on, and the information made available to UBS Warburg LLC as
      of, the date of the opinion.

    In arriving at its opinion, UBS Warburg LLC, among other things:

    - reviewed certain publicly available business and historical financial
      information relating to us;

    - reviewed the reported prices and trading activity for our common stock;

    - reviewed certain internal financial information and other data relating to
      the business and financial prospects of Bacou USA, including estimates and
      financial forecasts prepared by the management of Bacou USA, which were
      provided to UBS Warburg LLC by us in September 2000 and are not publicly
      available;

    - reviewed certain historical pro forma financial information relating to
      Bacou S.A. prepared by the management of Bacou S.A., which were provided
      to UBS Warburg LLC by Bacou S.A. and are not publicly available;

    - conducted discussions with members of our senior management;

                                       29
<PAGE>
    - reviewed publicly available financial and stock market data with respect
      to certain other companies in lines of business UBS Warburg LLC believed
      to be generally comparable to ours;

    - compared the financial terms of the merger with the publicly available
      financial terms of certain other transactions which UBS Warburg LLC
      believed to be generally relevant;

    - reviewed drafts of the merger agreement and the French master agreement;
      and

    - conducted such other financial studies, analyses and investigations and
      considered such other information as UBS Warburg LLC deemed necessary or
      appropriate.

    In connection with its review, at the oversight committee's direction, UBS
Warburg LLC:

    - assumed that we, Christian Dalloz and Daniel U. S. Sub will comply with
      all material terms of the merger agreement, and that the parties thereto
      will comply with all material terms of the French master agreement;

    - did not assume any responsibility for independent verification of any of
      the information referred to above and relied on it as being complete and
      accurate in all material respects; and

    - did not make any independent evaluation or appraisal of any of the assets
      or liabilities (contingent or otherwise) of Bacou USA, nor was UBS Warburg
      LLC furnished with any such evaluation or appraisal.

    UBS Warburg LLC was not asked to, and did not, participate in the
negotiation or structuring of the merger or recommend the specific consideration
payable in the merger, which was determined through negotiations among Christian
Dalloz, Bacou S.A., the Bacou family, Bacou USA and the oversight committee. In
addition, UBS Warburg LLC was not asked to, and did not, at the oversight
committee's direction, offer any opinion as to the material terms of the merger
agreement or the French master agreement or the structure of the transactions
contemplated by such agreements. Although UBS Warburg LLC was not authorized to
and did not solicit indications of interest from any third party with respect to
a business combination with Bacou USA, UBS Warburg LLC understood that Bacou
S.A.'s and Bacou USA's financial advisor solicited indications from third
parties with respect to a business combination with Bacou S.A. and Bacou USA.

    In preparing the financial and comparative analyses in connection with the
rendering of its opinion, UBS Warburg LLC was not provided by us with current
financial forecasts as to our business and financial prospects, as prepared by
our management. Accordingly, at the direction of the oversight committee, in
reaching its opinion, UBS Warburg LLC did not take into consideration any
forecasts of Bacou USA's future business or financial performance prepared by
our management.

    The preparation of a fairness opinion is a complex analytical process
involving various determinations as to the most appropriate and relevant methods
of financial analysis and the application of those methods to the particular
circumstances and, therefore, is not susceptible to partial analysis or summary
descriptions. In arriving at its opinion, UBS Warburg LLC made qualitative
judgments as to the significance and relevance of each analysis and factor
considered by it, and based on the results of all the analyses undertaken by it
and assessed as a whole. UBS Warburg LLC did not draw conclusions, in isolation,
from or with regard to any one factor or method of analysis. Accordingly, UBS
Warburg LLC believes that its analyses must be considered as a whole and that
selecting portions of its analyses and the factors considered by it, without
considering all analyses and factors, could create an incomplete view of the
processes underlying the analyses set forth in its opinion.

    In performing its analyses, UBS Warburg LLC made numerous assumptions with
respect to industry performance, general business, financial, market and
economic conditions and other matters, many of which are beyond our control. No
company, transaction or business used in those analyses as a

                                       30
<PAGE>
comparison is identical to us or our businesses or the merger, nor is an
evaluation of the results entirely mathematical. Rather, the analyses involve
complex considerations and judgments concerning financial and operating
characteristics and other factors that could affect the operating results,
public trading or other values of the companies or transactions being analyzed.

    The estimates contained in the analyses performed by UBS Warburg LLC and the
ranges of valuations resulting from any particular analysis are not necessarily
indicative of actual values or predictive of future results or values, which may
be significantly more or less favorable than suggested by these analyses. In
addition, analyses relating to the value of securities do not purport to be
appraisals or to reflect the prices at which a business might actually be sold
or the prices at which any securities may trade at the present time or at any
time in the future.

    The following is a summary of the material financial analyses used by UBS
Warburg LLC in connection with the rendering of its opinion. The financial
analyses summarized below include information presented in tabular format. In
order to understand the financial analyses fully, the tables must be read
together with the text of each summary. Considering the data set forth below
without considering the full narrative description of the financial analyses,
including the methodologies and assumptions underlying the analyses, could
create a misleading or incomplete view of the financial analyses.

    HISTORICAL STOCK PERFORMANCE.  UBS Warburg LLC reviewed historical trading
prices for our common stock. This stock price performance review indicated that,
for the 52 weeks ended July 7, 2000, the last trading day before Bacou S.A. and
Bacou USA announced that they were exploring strategic alternatives, the low and
high closing prices for the common stock were $14.56 and $21.88, respectively.
This review further indicated that, for the 52 weeks ended May 24, 2001, the low
and high closing prices for the common stock were $18.00 and $28.38,
respectively. UBS Warburg LLC also reviewed the closing prices of the common
stock on July 7, 2000 and May 24, 2001 and average closing prices and the low
and high closing prices over periods prior to July 7, 2000 and May 24, 2001,
respectively, as set forth in the following tables:

<TABLE>
<CAPTION>
SELECTED STATISTICS                                           CLOSING
(PRE-ANNOUNCEMENT)                                             PRICE
------------------                                            --------
<S>                                                           <C>
July 7, 2000................................................   $19.50
30 Day Average..............................................   $19.96
90 Day Average..............................................   $19.97
52 Week Average.............................................   $17.20
52 Week High (5/18/00)......................................   $21.88
52 Week Low (2/25/00).......................................   $14.56
3 Year Average..............................................   $17.86
3 Year High (7/20/98).......................................   $24.63
3 Year Low (3/23/99)........................................   $12.38
</TABLE>

<TABLE>
<CAPTION>
SELECTED STATISTICS                                           CLOSING
(CURRENT)                                                      PRICE
-------------------                                           --------
<S>                                                           <C>
May 24, 2001................................................   $23.80
30 Day Average..............................................   $25.08
90 Day Average..............................................   $25.36
52 Week Average.............................................   $24.53
52 Week High (1/22/01)......................................   $28.38
52 Week Low (6/28/00).......................................   $18.00
3 Year Average..............................................   $20.16
3 Year High (1/22/01).......................................   $28.38
3 Year Low (3/23/99)........................................   $12.38
</TABLE>

                                       31
<PAGE>
    SELECTED COMPARABLE PUBLIC COMPANY ANALYSIS.  UBS Warburg LLC compared
selected financial information, ratios and public market multiples for Bacou USA
to the corresponding data for the following six publicly-traded companies:

    - Brady Corporation

    - Federal Signal Corporation

    - Landauer, Inc.

    - Mine Safety Appliances Company

    - Sola International Inc.

    - UniFirst Corporation

    UBS Warburg LLC chose the selected companies because they were
publicly-traded companies that, for purposes of the analysis, UBS Warburg LLC
considered reasonably similar to Bacou USA in that these companies operate in
the safety product manufacturing industry. The selected public companies may
significantly differ from Bacou USA based on, among other things, the size of
the companies, the geographic coverage of the companies' operations and the
particular business segments in which the companies focus.

    UBS Warburg LLC reviewed, among other information, the comparable companies'
multiples of total enterprise value, referred to as TEV, which consists of the
market value of the particular company's equity plus the value of the particular
company's total debt and preferred stock, minus cash, cash equivalents and
marketable securities to:

    - latest twelve months, referred to as LTM, revenue;

    - LTM adjusted earnings before interest, taxes, depreciation and
      amortization, referred to as EBITDA; and

    - LTM adjusted earnings before interest and taxes, referred to as EBIT.

    UBS Warburg LLC also reviewed, among other information, the comparable
companies' price/ earnings multiples, referred to as P/E, for the LTM and
projected P/E multiples, based on median First Call consensus earnings estimates
as of April 30, 2001 for the calendar year ending December 31, 2001.

    The Bacou USA comparable companies analysis resulted in the following ranges
of implied multiples:

<TABLE>
<CAPTION>
                                                                BACOU USA IMPLIED
                                                                   MULTIPLE @
MULTIPLE ANALYSIS                             MULTIPLE RANGE      $28.50/SHARE
-----------------                             ---------------   -----------------
<S>                                           <C>               <C>
TEV / LTM Revenue...........................     .90x to 4.9x         1.90x
TEV / LTM EBITDA............................    6.1x to 10.7x          7.8x
TEV / LTM EBIT..............................    9.1x to 13.5x         10.5x
LTM P/E.....................................   12.3x to 18.8x         16.1x
2001E P/E--First Call.......................   11.2x to 16.8x         14.0x
</TABLE>

    LTM data for Bacou USA, which was reviewed on a pro forma adjusted basis,
and the selected companies were based on the respective companies' Forms 10-K
and 10-Q as well as internal financial reports for Bacou USA.

                                       32
<PAGE>
    SELECTED COMPARABLE TRANSACTION ANALYSIS.  UBS Warburg LLC reviewed publicly
available financial information relating to the following selected transactions
in the safety product manufacturing industry since May 1994:

<TABLE>
<CAPTION>
       ACQUIROR                                TARGET
-----------------------            ------------------------------
<S>                                <C>
Tyco
International Ltd.                 Scott Technologies Inc.
Bacou USA                          Howard S. Leight Associates
Bacou USA                          Comasec Holdings, Inc.
Aearo Corporation                  Peltor AB
Vestar Capital Partners            Cabot Safety Corp.
Federal Signal Corp.               Justrite Manufacturing Company
</TABLE>

    UBS Warburg LLC chose the selected transactions because they were business
combinations that, for the purposes of the analysis, UBS Warburg LLC considered
to be reasonably similar to the merger in that these transactions involved
companies in the safety product manufacturing industry. The selected
transactions may differ significantly from the merger based on, among other
things, the size of the transactions, the structure of the transactions and the
dates that the transactions were announced and consummated.

    UBS Warburg LLC reviewed, among other things, the TEVs implied in the
relevant transactions as a multiple of LTM revenue, LTM adjusted EBITDA and LTM
adjusted EBIT and the equity market value, referred to as EMV, implied in the
relevant transactions as a multiple of LTM adjusted net income and book value.
In certain cases the data was reviewed on a pro forma basis. The analysis
indicated the following implied multiples for the selected transactions and for
the merger:

<TABLE>
<CAPTION>
                                                                BACOU USA IMPLIED
                                                                   MULTIPLE @
MULTIPLE ANALYSIS                              MULTIPLE RANGE     $28.50/SHARE
-----------------                              --------------   -----------------
<S>                                            <C>              <C>
TEV / LTM Revenue............................  0.89x to 2.63x         1.90x
TEV / LTM EBITDA.............................   6.0x to 10.9x          7.8x
TEV / LTM EBIT...............................   6.6x to 11.7x         10.5x
EMV / LTM Net Income.........................   6.5x to 25.9x         16.1x
EMV / Book Value.............................  2.52x to 9.21x         2.32x
</TABLE>

    All multiples for the selected transactions were based on publicly available
information at the time of the announcement of the particular transaction. LTM
data for Bacou USA, which was reviewed on a pro forma adjusted basis, was based
on its applicable Forms 10-K and 10-Q and Bacou USA internal financial reports.

    PREMIUMS PAID ANALYSIS.  UBS Warburg LLC reviewed selected purchase price
per share premiums paid in cash acquisitions of, and minority close-out
transactions involving, publicly-traded, domestic companies in non-financial
industries announced, pending or completed, excluding withdrawn transactions and
certain transactions that in UBS Warburg LLC's judgment were non-representative,
from January 1, 1999 through May 24, 2001, with deal sizes between $250 million
and $1.0 billion, except for minority close-out transactions for which no size
limitations were imposed. This analysis indicated mean and median and high and
low premiums to the target's closing stock prices on dates prior to the
announcement as set forth in the following table. The premiums for Bacou USA
were calculated based on Bacou USA's closing stock prices one day, one week and
one month prior to Bacou S.A. and Bacou USA's announcement on July 10, 2000
regarding the exploration of strategic

                                       33
<PAGE>
alternatives. This date was chosen because it represented the last trading day
before Bacou S.A. and Bacou USA announced that they were exploring strategic
alternatives.

<TABLE>
<CAPTION>
                                                                 PREMIUM TO STOCK PRICE (%)
                                                         -------------------------------------------
                                                           ONE DAY        ONE WEEK       ONE MONTH
                                             NUMBER OF     PRIOR TO       PRIOR TO       PRIOR TO
                                               DEALS     ANNOUNCEMENT   ANNOUNCEMENT   ANNOUNCEMENT
                                             ---------   ------------   -------------  -------------
<S>                                          <C>         <C>            <C>            <C>
DEALS ANNOUNCED IN LTM 2001
CONTROL....................................  24
Mean/Median................................              38.8 / 42.3    50.2 / 56.6    49.9 / 53.8
High/Low...................................              74.7 /  2.1    97.2 / 11.8    111.1 / (0.3)
MINORITY CLOSE-OUT.........................  13
Mean/Median................................              41.9 / 46.3    48.4 / 42.7    49.1 / 43.1
High/Low...................................              85.5 / (2.2)   108.2 /  2.3   134.4 / 10.0
DEALS ANNOUNCED IN 2000
CONTROL....................................  31
Mean/Median................................              36.3 / 34.5    48.1 / 55.3    52.7 / 55.3
High/Low...................................              81.7 /  0.9    104.0 /  9.6   130.3 / (0.3)
MINORITY CLOSE-OUT.........................  25
Mean/Median................................              27.3 / 20.9    36.0 / 35.0    40.1 / 41.1
High/Low...................................              85.5 / (6.5)   108.2 / (5.1)  98.8 /  1.2
DEALS ANNOUNCED IN 1999
CONTROL....................................  40
Mean/Median................................              27.1 / 22.3    33.5 / 31.3    40.9 / 36.4
High/Low...................................              95.9 / (3.6)   101.0 / (6.3)  108.7 / 4.2
MINORITY CLOSE-OUT.........................  17
Mean/Median................................              34.8 / 38.5    38.9 / 43.8    51.5 / 50.8
High/Low...................................              75.0 /  5.5    63.3 / (1.5)   107.4 / 19.2
Implied Premium of Merger of Bacou USA
  @$28.50/share............................                 46.2            41.6           34.9
</TABLE>

    TRANSACTION VALUE COMPARISON ANALYSIS.  UBS Warburg LLC reviewed the TEVs
implied in the acquisition of Bacou S.A. (including Engineering Henri Bacou) and
the merger

    - for Bacou S.A., assuming that Bacou USA was a wholly owned subsidiary of
      Bacou S.A.,

    - for Bacou S.A., excluding Bacou USA, and

    - for Bacou USA, on a stand-alone basis.

in each case as a multiple of pro forma adjusted 2000 EBITDA and pro forma
adjusted 2000 EBIT. The analysis indicated the following implied TEVs and
implied multiples for the merger and the related acquisition of Engineering
Henri Bacou and Bacou S.A.:

<TABLE>
<CAPTION>
                                                            BACOU
IMPLIED TEVS AND IMPLIED MULTIPLES          BACOU S.A.    FRANCE(1)    BACOU USA
----------------------------------          ----------   -----------   ---------
<S>                                         <C>          <C>           <C>
TEVs (US$mm)..............................     780.5        139.7        640.8
TEV / Pro Forma 2000 EBITDA...............      7.0x         4.5x         8.0x
TEV / Pro Forma 2000 EBIT.................      9.2x         5.8x        10.5x
</TABLE>

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

(1) Represents only European operations of Bacou S.A.

    Pro forma adjusted 2000 EBITDA and EBIT data and December 31, 2000 balance
sheet data for Bacou USA were based on its applicable Form 10-K and Bacou USA
internal financial reports. Pro forma adjusted 2000 EBITDA and EBIT data and
December 31, 2000 balance sheet data for Bacou S.A. were based on Bacou S.A.
internal financial reports.

                                       34
<PAGE>
    FEE ARRANGEMENT.  Pursuant to the engagement letter, dated August 21, 2000,
between PaineWebber Incorporated, whose investment banking business was
subsequently combined with UBS Warburg LLC, and the oversight committee,
PaineWebber was paid an initial fee of $100,000 by Bacou USA and, for rendering
its financial fairness opinion, UBS Warburg LLC earned a fee of $800,000 payable
by Bacou USA, independent of the result of the opinion. Bacou USA also agreed to
reimburse UBS Warburg LLC for its expenses incurred in performing its services.
UBS Warburg LLC will not be entitled to any additional fees or compensation with
respect to the merger. In addition, Bacou USA has agreed to indemnify UBS
Warburg LLC and its affiliates, their respective directors, officers, agents and
employees and each person, if any, controlling UBS Warburg LLC or any of its
affiliates against liabilities and expenses related to or arising out of UBS
Warburg LLC's engagement and any related transactions.

    The oversight committee selected UBS Warburg LLC based on its experience,
expertise and reputation. UBS Warburg LLC is an internationally recognized
investment banking firm that regularly engages in the valuation of securities in
connection with mergers and acquisitions, negotiated underwritings, competitive
bids, secondary distributions of listed and unlisted securities, private
placements and valuations for estate, corporate and other purposes. Prior to
this engagement, UBS Warburg LLC had not provided investment banking and other
financial services to Bacou USA. In the ordinary course of business, UBS Warburg
LLC, its successors and affiliates may trade or have traded securities of Bacou
USA and/or Christian Dalloz S.A. for their own accounts and, accordingly, may at
any time hold a long or short position in such securities. As of February 13,
2001, an affiliate of UBS Warburg LLC held a long position of approximately
930,496 shares of Bacou USA common stock, which position had been held by the
UBS Warburg affiliate prior to the closing of the merger of the parent of
PaineWebber Incorporated with another affiliate of UBS Warburg LLC.

    A copy of the written materials provided by UBS Warburg LLC and distributed
to the oversight committee at the May 25, 2001 meeting has been filed as an
exhibit to the Schedule 13E-3 filed with the Securities and Exchange Commission
in connection with the merger and is available for inspection and copying at our
principal executive offices during our regular business hours by any
stockholder. A copy of such materials will be provided to any stockholder upon
written request at the expense of the requesting stockholder.

REASONS FOR THE APPROVALS BY THE OVERSIGHT COMMITTEE AND OUR BOARD OF DIRECTORS

OVERSIGHT COMMITTEE

    In evaluating the merger, the oversight committee relied upon its knowledge
of the business, financial condition and prospects of Bacou USA as well as the
advice of its financial and legal advisors. In determining that the oversight
committee would approve and recommend the merger agreement and the transactions
contemplated thereby, including the merger, to our full board of directors, the
oversight committee considered a number of factors, including the following,
each of which factors weighed in favor of the merger:

        (1) MARKET PRICE AND PREMIUM. The historical market prices and recent
    trading activity of our common stock with a particular emphasis on the
    relationship between the $28.50 per share merger consideration and the
    trading history of our common stock. In particular, the oversight committee
    noted that the $28.50 per share merger consideration:

       - represents a premium of approximately 46% over the $19.50 per share
         closing price of our common stock on the New York Stock Exchange on
         July 7, 2000, the last full trading day before we announced that we
         would explore strategic alternatives to enhance stockholder value with
         Bacou S.A.,

                                       35
<PAGE>
       - represents a premium of approximately 20% over the $23.80 per share
         closing price of our common stock on the New York Stock Exchange on
         May 24, 2001, the last full trading day before the May 25, 2001 meeting
         of the oversight committee at which it approved the execution of the
         merger agreement, and

       - is higher than the 52-week high closing price and the all-time high
         closing price of our common stock on the New York Stock Exchange
         ($28.38 per share) for the period ended May 24, 2001.

        (2) AUCTION PROCESS AND OVERSIGHT COMMITTEE PARTICIPATION. The scope of
    efforts undertaken to effect a transaction involving Bacou USA. The
    oversight committee considered the fact that 130 potential acquirers had
    been contacted regarding their possible interest in acquiring all or part of
    the Bacou Group, 87 potential acquirers had reviewed a confidential
    information memorandum regarding the Bacou Group, and ten potential
    acquirers conducted detailed business and legal due diligence. The oversight
    committee considered the fact that the $28.50 per share merger consideration
    is higher than any price offered by any potential acquirer submitting an
    offer for the Bacou Group during the auction process.

        (3) UBS WARBURG FAIRNESS OPINION. The financial presentation of UBS
    Warburg and UBS Warburg's opinion that, as of the date of such opinion and
    based upon and subject to the matters set forth in the opinion, the
    consideration of $28.50 per share in cash consideration to be received by
    our stockholders, other than Bacou S.A., was fair, from a financial point of
    view, to such stockholders, other than Bacou S.A.

        (4) TRANSACTION STRUCTURE. The fact that the price per share to be
    received in the merger is payable shortly following the closing of the
    merger in cash, thereby eliminating any uncertainties in valuing the
    consideration to be received by our stockholders, other than Bacou S.A., and
    any uncertainties about receipt of the consideration in the future. The
    oversight committee also discussed the consideration to be received by Bacou
    S.A. in connection with the acquisition of Bacou S.A. and Engineering Henri
    Bacou. In connection with that, the oversight committee discussed the letter
    agreement dated July 14, 2000 between Bacou USA and the Bacou family which
    required that the Bacou family would not accept any offer to purchase their
    interest in Engineering Henri Bacou and Bacou S.A. unless such offer also
    contained an undertaking to offer to purchase the shares of our common stock
    not owned by Bacou S.A. on substantially similar terms. In light of the
    history of the negotiations and the structure of the proposed transaction,
    the oversight committee determined that the letter agreement was not
    relevant to their consideration of the $28.50 per share price and understood
    that the letter agreement was likely to be terminated.

        (5) SIZE AND SCALE. The fact that the safety markets in which we operate
    continue to experience a period of consolidation involving competitors,
    customers and suppliers, making size and scale increasingly important to a
    company's success. The oversight committee considered that the acquisition
    opportunities currently available to us, even if successfully consummated on
    acceptable terms and conditions, may not provide it with sufficient size and
    scale to compete at an appropriate level in the increasingly competitive
    industries in which we operate. The oversight committee also noted our
    relative lack of sufficient size and scale may impact our ability to
    effectively compete with our industry competitors, thereby adversely
    affecting our future value.

        (6) RISKS OF STRATEGIC PLAN. The fact that our long-term strategic plan
    of growth through strategic acquisitions, through expansion of existing
    markets and entering into new markets both domestically and abroad and
    through new product development is subject to numerous risks and
    uncertainties. The oversight committee noted that these risks and
    uncertainties include:

                                       36
<PAGE>
       - the uncertainty that we can identify and consummate attractive
         strategic acquisitions of sufficient size and scale, including the
         related risks of financing, integration and diversion of management's
         attention associated with any such acquisitions,

       - the uncertainty that we can successfully expand existing markets
         (particularly since Bacou USA has a relatively large market share in
         certain of its product lines in the United States) and enter into new
         markets, both domestically and abroad, and if we are successful in
         doing so, the related inherent risks and uncertainties of doing
         business outside the United States,

       - the risk that new product development may not lead to commercially
         successful products, notwithstanding marketing and research and
         development investments which are significant for a company of our
         size, and

       - other risks and uncertainties that might adversely affect our prospects
         on a stand-alone basis include the risk that we will be adversely
         affected by a general economic slowdown in relevant markets in late
         2001 and in 2002.

        (7) POSSIBLE DECLINE IN MARKET PRICE OF COMMON STOCK. The possibility
    that if a merger transaction were not negotiated and we remained as a
    publicly owned corporation, it is possible that because of a decline in the
    market price of the shares of our common stock or the stock market in
    general, the price that might be received by the holders of our shares in
    the open market or in a future transaction might be less than the $28.50
    merger consideration per share price to be received by stockholders in
    connection with the merger.

        (8) AVAILABILITY OF DISSENTERS' RIGHTS. The fact that dissenters' rights
    of appraisal will be available to the holders of our common stock under
    Delaware law in connection with the merger.

        (9) REVIEW OF TRANSACTION WITH MANAGEMENT AND ADVISORS. The oversight
    committee reviewed and discussed with our senior management and legal and
    financial advisors the business, financial, legal and accounting aspects of
    the merger and the terms of, and conditions to, the merger.

BOARD OF DIRECTORS OF BACOU USA

    In evaluating the merger, our board of directors relied on its knowledge of
our business, financial condition and prospects. Our board of directors also
considered and relied on the advice of our legal and financial advisors and the
conclusions and unanimous recommendation of the oversight committee described
above. In determining that the board of directors would approve the merger
agreement and the merger, our full board of directors considered the following
additional factors, each of which weighed in favor of the merger:

        (1) The fact that the oversight committee, following a thorough
    consideration of the factors listed in the preceding section, unanimously
    recommended to our board of directors to approve the merger agreement and
    the merger.

        (2) The low likelihood that a third party would be willing to offer a
    higher price than Christian Dalloz in light of (i) Bacou S.A. being our
    majority stockholder with approximately 71.4% of our voting common equity
    interest, (ii) the fact that the Bacou Group held a full auction process and
    following such auction each of the bids that was offered for shares of our
    public stockholders was lower than the $28.50 merger consideration being
    offered by Christian Dalloz and no bid was higher than $25.00 per share and
    (iii) Bacou S.A. having agreed with Christian Dalloz to support the merger.
    Our board of directors considered these to be factors which would

                                       37
<PAGE>
    significantly impede the likelihood of a superior offer and, as such,
    considered it to be a factor weighing in favor of the merger.

        (3) Our board of directors considered the immediate return of value to
    our stockholders through the merger in light of the risks inherent in
    continuing to operate our business in accordance with our long term
    strategy. These risks include factors which are beyond our control,
    particularly the size of the U.S. market, low expectations for organic
    growth of the U.S. market for our products, customer demand for our
    products, the impact of competitive products and pricing, changing market
    conditions and capital constraints on our acquisition strategy. With respect
    to our acquisition strategy, our board of directors considered the
    difficulties of continuing to pursue a growth through acquisition strategy
    in light of the need for additional equity or debt capital to support that
    strategy. Our board of directors believed that the cost of equity capital
    for such purpose would be too high because the recent trading prices of our
    common stock reflected multiples to earnings and revenues that were less
    than the multiples that the board believed we would have to pay to expand
    our business through acquisitions. Additionally, because of the existing
    capital structure of the Bacou Group, including our existing debt levels,
    our board of directors believed that we had limited access to additional
    debt financing to pursue our strategy.

        (4) Our board of directors considered, without expressly adopting, the
    analysis made by UBS Warburg LLC contained in the copy of their presentation
    materials to the oversight committee made available by the oversight
    committee to the full board of directors at the May 29, 2001 meeting. In
    considering this analysis, our board of directors considered the
    relationship between our earnings and our enterprise value as compared to
    the merger consideration as reflected in the comparable public company
    analysis and comparable transaction analysis described above. Our board of
    directors did not, however, perform its own analysis in this regard.
    Although our board of directors considered these analyses, our board of
    directors after considering the conclusions and recommendation of the
    oversight committee, made the determination to accept the proposed merger
    consideration. Representatives of UBS Warburg LLC were not present and did
    not otherwise participate in the May 29, 2001 meeting.

        (5) Our board of directors considered the terms and conditions of the
    merger agreement, including the amount and form of the merger consideration,
    the parties' mutual representations, warranties and covenants, and the
    conditions to their respective obligations, and the absence of future
    obligations of the public stockholders. Our board of directors considered
    that, although the merger agreement does not include any financing
    condition, the merger agreement is conditioned on the completion of the
    related acquisitions of Engineering Henri Bacou and Bacou S.A. Although
    these acquisitions do contain a financing condition, our board of directors
    was advised by Bacou S.A. and its financial advisors that Christian Dalloz
    had received commitment letters for such financing in customary form which
    mitigated the financing risk. Based on the foregoing, our board of directors
    did not view as unreasonable the risk that the financing condition would not
    be satisfied.

        (6) Our board of directors considered the fact that in recent years the
    historical trading prices of our common stock had traded at multiples to
    earnings that our board of directors did not consider to be indicative of
    the true value of the shares. Our board of directors believed that this, at
    least in part, reflected the fact that we have a small market capitalization
    with limited liquidity for our publicly traded shares and that the stock
    markets have not favored these types of stocks in recent years. Our board of
    directors believed that these trends represented significant impediments,
    that were beyond our control, to attaining greater value for Bacou USA as a
    going concern than the value reflected in the merger consideration.

                                       38
<PAGE>
    The oversight committee and the full board of directors recognize that,
although the completion of the merger will give our stockholders, other than
Bacou S.A., the opportunity to realize a substantial premium over the price at
which our common stock traded before the public announcement of the merger,
completion of the merger will also eliminate the opportunity for our
stockholders, other than Bacou S.A., to participate in any future increases in
our value. The oversight committee and the board of directors also recognized
that certain members of our senior management and board of directors were
required to accept shares of Christian Dalloz as partial consideration for their
Bacou S.A. shares. The oversight committee and our board of directors recognized
that these board members and officers, therefore, may indirectly benefit from
any increases in our value, but will also indirectly bear the risk that our
value will decrease following the merger by virtue of their continuing equity
interests in the combined Bacou-Dalloz group following the merger. Although the
oversight committee and the board of directors realized that these factors do
not weigh in favor of the merger, the oversight committee and the board of
directors believe that:

    - these factors are mitigated by the fact that our stockholders also will
      not share in the risk that our value decreases following the merger,

    - these factors are outweighed by the other factors weighing in favor of the
      merger described above, and

    - this lost opportunity is reflected in the merger consideration price of
      $28.50 per share.

    The oversight committee and our board of directors recognized that certain
members of our board of directors and senior management have interests in the
merger that are described under "SPECIAL FACTORS--Interests of Certain Parties
in the Merger and Related Transactions; Potential Conflicts of Interest" and
that these interests presented potential conflicts of interest. Although the
oversight committee and our board of directors did not consider this to be a
factor in favor of or against the merger, it was a significant factor in the
manner in which the oversight committee and our board of directors conducted
themselves, specifically by delegating broad powers to the oversight committee,
with respect to ensuring that the oversight committee would engage in vigorous
negotiations on behalf of our public stockholders.

    In light of the number and variety of factors that the oversight committee
and our board of directors considered in connection with their evaluation of the
merger, neither the oversight committee nor our board of directors found it
practicable to quantify or otherwise assign relative weights to the foregoing
factors, and, accordingly, neither the oversight committee nor our board of
directors did so. In addition, individual members of the oversight committee and
our board of directors may have given different weights to different factors.
Rather, the oversight committee and our board of directors viewed their
respective positions and recommendations as being based on the totality of the
information presented to and considered by each of them.

    Under our Certificate of Incorporation, a plan of merger requires the
affirmative vote of at least a majority of all outstanding shares entitled to
vote thereon to be adopted. Our board of directors and the oversight committee
recognize that the approval of the holders of the outstanding shares held by
stockholders other than Bacou S.A. is not required to consummate the merger.

    OUR BOARD OF DIRECTORS, AFTER CONSIDERING THE UNANIMOUS RECOMMENDATION OF
THE OVERSIGHT COMMITTEE, UNANIMOUSLY DETERMINED THAT THE MERGER IS FAIR TO OUR
STOCKHOLDERS, OTHER THAN BACOU S.A., AND THE MERGER AGREEMENT AND THE MERGER ARE
ADVISABLE AND IN OUR BEST INTERESTS AND THE BEST INTERESTS OF OUR STOCKHOLDERS,
OTHER THAN BACOU S.A.

                                       39
<PAGE>
BACOU USA'S POSITION AS TO THE FAIRNESS OF THE MERGER

    We believe the merger to be fair to our stockholders, other than Bacou S.A.
and its affiliates, based upon numerous factors, including the following
material factors:

    - the fact that the merger consideration of $28.50 per share of common stock
      (i) represents a premium of approximately 46% over the $19.50 per share
      closing price of our common stock on the New York Stock Exchange on
      July 7, 2000, the last full trading day before we announced that we would
      explore strategic alternatives to enhance stockholder value with Bacou
      S.A., and a premium of approximately 20% over the $23.80 per share closing
      price of our common stock on the New York Stock Exchange on May 24, 2001,
      the last full trading day before the May 25, 2001 meeting of the oversight
      committee at which it approved the execution of the merger agreement, and
      (ii) is higher than the 52-week and the all-time high closing price of our
      common stock on the New York Stock Exchange ($28.38 per share) for the
      period ended May 24, 2001;

    - the unanimous approval of the merger by the oversight committee and the
      fact that the members of the oversight committee, based on the factors
      described in "SPECIAL FACTORS--Reasons for the Approvals of the Oversight
      Committee and our Board of Directors," determined that the merger is fair
      to us and our stockholders, other than Bacou S.A. and its affiliates, and
      declared that the merger agreement is advisable;

    - the fact that the merger consideration to our public stockholders and the
      merger agreement was extensively negotiated between the legal
      representatives of the oversight committee, representatives of Bacou USA,
      representatives of Bacou S.A. and representatives of Christian Dalloz;

    - the fact that the oversight committee engaged UBS Warburg LLC, a leading
      internationally recognized investment bank, and that UBS Warburg LLC
      rendered an opinion to the oversight committee as to the fairness of the
      merger consideration from a financial point of view to our stockholders,
      other than Bacou S.A.; and

    - the factors considered by the oversight committee and our board of
      directors, and the analysis of the oversight committee and our board of
      directors referred to under "SPECIAL FACTORS--Reasons for the Approval of
      the Oversight Committee and our Board of Directors."

    The oversight committee and the board of directors also understood that our
obligation to consummate the merger is not conditioned on the favorable vote of
a majority of disinterested stockholders and, other than through the oversight
committee, we did not retain an unaffiliated representative to act solely on
behalf of our unaffiliated stockholders. The oversight committee and the board
of directors determined that the merger, nevertheless, was procedurally fair
because, among other things:

    - the members of the oversight committee who participated in the
      negotiations regarding the merger on behalf of our stockholders are not
      affiliated with Christian Dalloz, the Bacou family or Bacou S.A. and are
      not employees of Bacou USA or Bacou S.A.;

    - the oversight committee retained UBS Warburg LLC, who is not affiliated
      with Christian Dalloz, the Bacou family or Bacou USA's or Bacou S.A.'s
      management, to serve as independent financial advisor to the oversight
      committee and to render a financial fairness opinion with respect to the
      merger;

    - the oversight committee engaged Edwards & Angell LLP to serve as legal
      advisor to the oversight committee;

    - Bacou S.A. retained Deutsche Bank Alex.Brown to conduct an auction for the
      sale of the Bacou Group, including Bacou USA, during which 130 potential
      acquirers were contacted regarding

                                       40
<PAGE>
      their possible interest in acquiring all or part of the Bacou Group, 87
      potential bidders reviewed a confidential information memorandum regarding
      the Bacou Group, ten potential acquirers conducted detailed business and
      legal due diligence reviews and the Christian Dalloz offer for our
      stockholders, other than Bacou S.A. and its affiliates, was the highest
      and best offer received from any party;

    - the $28.50 merger consideration and the other terms and conditions of the
      merger agreement resulted from active bargaining among Bacou USA, Bacou
      S.A., Christian Dalloz and the oversight committee; and

    - the merger agreement and the merger were unanimously approved by the
      oversight committee.

    Our board of directors believes that sufficient procedural safeguards to
ensure fairness of the transaction and to permit the oversight committee to
effectively represent the interests of our stockholders, other than Bacou S.A.
and its affiliates, were present, and therefore there was no need to retain any
additional unaffiliated representative to act on behalf of our public
stockholders in view of (1) the unaffiliated status of the members of the
oversight committee and the retention by the oversight committee of its own
legal counsel and financial advisor and (2) the fact that the oversight
committee is a mechanism well recognized under Delaware law to ensure fairness
in transactions of this type.

    In considering the fairness of the merger to our stockholders, other than
Bacou S.A. and its affiliates, the oversight committee and the board of
directors did not consider our net book value or liquidation value. The
oversight committee and the board of directors believed that these values would
be lower than and would not be indicative of our value as a going concern. Our
net book value per share as of March 31, 2001 was $12.23. This value is
substantially below the $28.50 per share cash merger consideration. The
oversight committee and the board of directors further believes, based on their
knowledge of Bacou USA and its asset values, that our liquidation value, which
takes into account the appreciated value of our assets, also would be
substantially below the merger consideration. The oversight committee and the
board of directors recognized, however, that neither we nor UBS Warburg LLC has
undertaken a liquidation analysis because the oversight committee and the board
of directors believe that the liquidation value of our assets would not be
indicative of our value. Neither the oversight committee nor the board of
directors conducted a going concern analysis of Bacou USA. In this regard,
however, the oversight committee and the board of directors considered the
results of the extensive auction process as indicative of the price that the
market was willing to pay for Bacou USA as a going concern. In particular, the
oversight committee and the board of directors noted that there was no offer
made in the auction process by any potential acquirer that was equal to or
greater than the $28.50 per share merger consideration.

    After considering the foregoing, we believe the merger consideration to be
fair to our stockholders, other than Bacou S.A. and its affiliates. In reaching
this determination we have not assigned specific weights to particular factors,
and considered all factors as a whole. None of the factors that we considered
led us to believe that the merger was unfair to our stockholders, other than
Bacou S.A. and its affiliates.

    None of the members of our board of directors, in their respective capacity
as such, received any reports, opinions or appraisals from any outside party
relating to the merger or the fairness of the consideration to be received by
the stockholders, other than those received by the oversight committee from UBS
Warburg LLC. See "SPECIAL FACTORS--Opinion of UBS Warburg LLC."

BACOU S.A.'S, ENGINEERING HENRI BACOU'S AND THE BACOU FAMILY'S POSITIONS AS TO
  THE FAIRNESS OF THE MERGER

    Bacou S.A., Engineering Henri Bacou and the Bacou family (Philippe Bacou,
Christophe Bacou, Jacqueline Maggi Bacou and Veronique Mirabel) believe that the
merger is fair to our stockholders, other than Bacou S.A. and its affiliates,
based on the same conclusions, and the bases therefor, reached

                                       41
<PAGE>
by the Bacou USA board of directors in approving the merger, as set forth above,
and expressly adopts those conclusions of the board of directors as to the
fairness and the reasons for the merger.

    Although UBS Warburg LLC was engaged by the oversight committee, and not by
our board of directors, Bacou USA, Bacou S.A., Engineering Henri Bacou or the
Bacou family, the fact that a qualified financial advisor rendered an opinion to
the oversight committee as to the fairness of the merger consideration, from a
financial point of view to our stockholders, other than Bacou S.A. and its
affiliates, nevertheless was a relevant factor in the determination by Bacou
S.A., Engineering Henri Bacou and the Bacou family that the merger is fair to
our stockholders, other than Bacou S.A. and its affiliates.

    Bacou S.A., Engineering Henri Bacou and the Bacou family did not receive any
reports, opinions or appraisals from any outside party relating to the merger or
the fairness of the consideration to be received by our stockholders, other than
Bacou S.A. and its affiliates.

CHRISTIAN DALLOZ' POSITION AS TO THE FAIRNESS OF THE MERGER

    Christian Dalloz believes that the merger is fair to the Bacou USA
stockholders, other than Bacou S.A. and its affiliates, based on the same
conclusions, and the bases therefor, reached by the Bacou USA board of directors
in approving the merger, as set forth above, and based on the fact that the
merger was approved by the board of directors, which was advised by experienced
and independent legal counsel and financial advisors, and based its approval, in
part, on the approval and recommendation of the oversight committee. Christian
Dalloz, however, has a conflict of interest with respect to the merger agreement
and the merger, in that it is the other party to the merger agreement and will
acquire all the shares of common stock held by the Bacou USA stockholders, other
than Bacou S.A. and its affiliates, if the merger is consummated.

CHRISTIAN DALLOZ' REASONS FOR THE MERGER

    In determining to acquire the shares of the Bacou USA stockholders, other
than Bacou S.A. and its affiliates, and enter into the related acquisitions of
Engineering Henri Bacou and Bacou S.A., Christian Dalloz focused on a number of
factors. Specifically, Christian Dalloz believes that the merger, in conjunction
with the related acquisitions, would, among other things:

    - facilitate Christian Dalloz' development of a more consistent and flexible
      global presence in the protective equipment industry;

    - strengthen Christian Dalloz' position in its core business of protective
      equipment;

    - enhance Christian Dalloz' presence in the U.S. market and increase
      investment in, and the proportion of its earnings from, U.S. activities;

    - enable Christian Dalloz to develop synergies between Christian Dalloz and
      Bacou S.A. and achieve a consistent business organization among the
      combined entity's various businesses worldwide;

    - create a deeper and more diverse management group with a more efficient
      capital structure; and

    - represent a good use of Christian Dalloz' available funds relative to
      alternative investments.

PURPOSE AND STRUCTURE OF THE MERGER

    The purpose of the merger is to effect the acquisition by Christian Dalloz
of all the common stock of Bacou USA as part of the acquisition of the entire
Bacou Group. Christian Dalloz has undertaken the merger for the reasons stated
under "SPECIAL FACTORS--Christian Dalloz' Reasons for the Merger." In the
merger, each share of Bacou USA common stock (other than shares held by Bacou
S.A. and its affiliates) will be converted into the right to receive an amount
in cash equal to $28.50, without interest. The transaction is being undertaken
at this time because the Bacou Group determined

                                       42
<PAGE>
to conduct an auction for all or a portion of the Bacou Group in July 2000 for
the reasons set forth under "SPECIAL FACTORS--Background of the Merger and the
Related Acquisition Transactions."

    The acquisition of the Bacou USA common stock has been structured as a cash
merger in order to accomplish the acquisition in a single step, without the
necessity of financing separate purchases of shares in a tender offer or in open
market purchases while at the same time not materially disrupting Bacou USA's
operations. Christian Dalloz did not consider any alternative means to
accomplish the purposes set forth above because the merger is the most direct
means for effecting the acquisition of the shares of Bacou USA common stock.

    Following the merger, the common stock of Bacou USA will be delisted from
the New York Stock Exchange and the registration of the common stock under the
Securities Exchange Act of 1934 will be terminated. See "SPECIAL FACTORS--Plans
for Bacou USA after the Merger" and "SPECIAL FACTORS--Certain Effects of the
Merger."

CERTAIN EFFECTS OF THE MERGER

    If the merger is consummated, the holders of Bacou USA common stock, other
than Bacou S.A. and its affiliates, will no longer have any interest in, and
will not be stockholders of, Bacou USA and, therefore, will not benefit from any
future earnings or growth of Bacou USA or benefit from any increases in the
value of Bacou USA and will no longer bear the risk of any decreases in value of
Bacou USA. Instead, each such holder will have the right to receive upon
consummation of the merger $28.50 in cash, without interest, for each share of
Bacou USA common stock held. As a result of the merger, Christian Dalloz will
have 100% of the interests in Bacou USA's net book value and net earnings and
will be entitled to all the benefits resulting from such interest including all
income generated by Bacou USA's operations and any future increases in our
value. Christian Dalloz will also bear the risk of losses generated by our
operations and any future decrease in our value after the merger.

    The Bacou USA common stock is currently registered under the Securities
Exchange Act of 1934. As a result of the merger, the common stock will be
delisted from the New York Stock Exchange, the registration of the common stock
under the Securities Exchange Act of 1934 will be terminated, Bacou USA will be
relieved of the obligation to comply with the proxy rules of Regulation 14A
under Section 14 of the Securities Exchange Act of 1934, and its officers,
directors and beneficial owners of more than 10% of the common stock will be
relieved of the reporting requirements and restrictions on insider trading under
Section 16 of the Securities Exchange Act of 1934. Further, Bacou USA will no
longer be subject to the periodic reporting requirements of the Securities
Exchange Act of 1934 and will cease filing information with the Securities
Exchange Commission. Accordingly, less information will be required to be made
publicly available than presently is the case.

PLANS FOR BACOU USA AFTER THE MERGER

    Christian Dalloz intends, subject to certain conditions, including receipt
of all necessary regulatory approvals, to consummate the acquisitions of
Engineering Henri Bacou and Bacou S.A. simultaneously with or promptly following
the merger. Christian Dalloz and Bacou S.A. will analyze how best to integrate
the management of the two entities after consummation of the merger and the
related transactions.

    Except as indicated in this information statement, Christian Dalloz does not
have any present plans or proposals which relate to, or would result in, an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving Bacou USA or any of its subsidiaries, sale or transfer of
a material amount of assets of Bacou USA's or any other material changes in
Bacou USA's capitalization, dividend policy, corporate structure, business or
composition of the board of directors or the management of Bacou USA, except
that Christian Dalloz intends to review the composition of the board of
directors (or similar governing bodies) of Bacou USA and its subsidiaries and to
cause the

                                       43
<PAGE>
election to such boards of directors (or similar governing bodies) of certain of
its representatives. It is anticipated, however, that Christian Dalloz will from
time to time evaluate and review its businesses, operations and properties and
make such changes as are deemed appropriate.

INTERESTS OF CERTAIN PARTIES IN THE MERGER AND RELATED TRANSACTIONS; POTENTIAL
  CONFLICTS OF INTEREST

    You should be aware that, in addition to the matters discussed above, some
of our executive officers and certain members of our board of directors have
various interests in the merger described in this section that are in addition
to, or different from, the interests of our stockholders generally and create
potential conflicts of interest.

OPTIONS TO PURCHASE COMMON STOCK OF BACOU USA

    EXECUTIVE OFFICERS

    As of the effective time of the merger, all outstanding options to purchase
common stock will become fully vested. The merger agreement provides that, for
each share covered by outstanding stock options at the time of the merger, the
executive officers will have the right to receive a cash payment equal to the
difference between the $28.50 per share merger consideration and the per share
exercise price of such options, referred to as the "spread," reduced by
applicable withholding tax.

    The following table summarizes the total number of shares covered by
options, and the number of such options that are currently held, vested and
unvested, by each executive officer, and all executive officers as a group, as
well as the aggregate amount to which each executive officer and the executive
officers as a group would be entitled if they elected to receive the spread for
all of their options as of the date of this information statement:

<TABLE>
<CAPTION>
                                   COMMON SHARES         COMMON SHARES         COMMON SHARES
                                     SUBJECT TO            SUBJECT TO             SUBJECT         AGGREGATE
NAME OF EXECUTIVE OFFICER        VESTED OPTIONS (#)   UNVESTED OPTIONS (#)   TO ALL OPTIONS (#)   SPREAD ($)
-------------------------        ------------------   --------------------   ------------------   ----------
<S>                              <C>                  <C>                    <C>                  <C>
Walter Stepan(1)(2)............        100,000                   --                100,000        $1,182,500
Philip B. Barr(2)(3)...........        100,000                   --                100,000        $1,267,500
Alan H. Bennett(2).............          7,500                7,500                 15,000        $   71,250
Adrien W. Hebert(2)............         16,000                4,000                 20,000        $  270,000
                                       -------               ------                -------        ----------
EXECUTIVE OFFICERS AS A
  GROUP........................        223,500               11,500                235,000        $2,791,250
                                       =======               ======                =======        ==========
</TABLE>

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

(1) Mr. Stepan also serves on the board of directors of Bacou USA and Bacou S.A.

(2) Does not include options that were required to be granted for 2000, 2001 and
    2002 pursuant to applicable agreements, but were forfeited pursuant to
    employment letter agreements dated May 29, 2001 (see "SPECIAL
    FACTORS--Interests of Certain Parties in the Merger and Related
    Transactions; Potential Conflicts of Interest--Employment Agreements.")

(3) Mr. Barr also serves on the board of directors of Bacou USA

    NON-MANAGEMENT DIRECTORS

    The following table summarizes the total number of shares covered by
options, and the number of such options that are currently held, vested and
unvested, by each non-management director, and all non-management directors as a
group, as well as the aggregate amount to which each non-management

                                       44
<PAGE>
director and the non-management directors as a group would be entitled if they
elected to receive the spread for all of their options as of the date of this
information statement:

<TABLE>
<CAPTION>
                                   COMMON SHARES         COMMON SHARES         COMMON SHARES
                                     SUBJECT TO            SUBJECT TO             SUBJECT         AGGREGATE
NAME OF DIRECTOR                 VESTED OPTIONS (#)   UNVESTED OPTIONS (#)   TO ALL OPTIONS (#)   SPREAD ($)
----------------                 ------------------   --------------------   ------------------   ----------
<S>                              <C>                  <C>                    <C>                  <C>
Philippe Bacou.................         83,800                   --                 83,800        $  985,741
Christophe Bacou...............         30,400                   --                 30,400        $  355,183
Howard S. Leight...............         60,000                   --                 60,000        $  671,875
Alfred J. Verrecchia...........         10,000                   --                 10,000        $   96,875
Karl F. Ericson................         30,400                   --                 30,400        $  355,183
                                       -------               ------                -------        ----------
NON- MANAGEMENT DIRECTORS AS A
  GROUP........................        214,600                   --                214,600        $2,464,857
                                       =======               ======                =======        ==========
</TABLE>

EMPLOYMENT AGREEMENTS

    MR. STEPAN

    On December 1, 1999, Bacou USA entered into an Amended and Restated
Employment Agreement with Mr. Stepan, effective January 1, 2000 for a period of
three years with respect to Mr. Stepan's service as Co-Chairman of Bacou USA,
with annual renewals thereafter unless either party provides six months notice
prior to the end of a term. In this position, Mr. Stepan receives $120,000 per
year (subject to annual reviews) and must devote at least 25% of his previous
normal business commitment to Bacou USA. He is eligible to receive incentive
compensation, subject to the approval of the Compensation Committee, measured on
the success and progress that Bacou USA achieves during each year, based on the
time he devotes to his duties and reflecting his former position as President
and CEO. Mr. Stepan continues to receive all employment benefits for which he
was previously eligible. In the event of any direct or indirect change of
control of Bacou USA, Mr. Stepan is entitled to receive a guaranteed minimum
payment equal to the sum of the amounts payable to him during the full term of
this agreement, including total base salary, bonus equal to 25% of his 1999
bonus, a number of stock options equal to those granted to the President and
CEO, plus the present value of all other benefits under the agreement from such
date until the end of the then-current term of the agreement. The agreement
prohibits Mr. Stepan from competing with Bacou USA and from disclosing
confidential information regarding the company during the term of such agreement
and thereafter for periods of one year and three years, respectively. Pursuant
to the terms of a letter agreement between Bacou USA and Mr. Stepan dated
May 29, 2001, the parties have agreed that (i) Mr. Stepan's employment agreement
will terminate upon the closing of the merger and the related acquisition
transactions, (ii) Bacou USA will pay Mr. Stepan $2,400,000 at closing as a
settlement of any and all claims for payments that would have resulted under the
terms of the employment agreement, (iii) Mr. Stepan will relinquish at closing
all rights to receive payments pursuant to the change of control provision in
the employment agreement, including an acknowledgment that no stock options will
be granted to him for years 2000, 2001 and 2002, and (iv) in the event that
closing does not occur, the employment agreement will remain in full force and
effect. The stock options forfeited by Mr. Stepan pursuant to the letter
agreement with Bacou USA were in addition to the stock options set forth in the
section above entitled "--Options to Purchase Common Stock of Bacou USA--
Executive Officers."

    MR. BARR

    Effective January 1, 2000, Bacou USA and Mr. Barr entered into an Employment
Agreement regarding Mr. Barr's service as President and Chief Executive Officer
of Bacou USA for a three-year term, with two-year renewal terms thereafter
unless either party provides six-months' notice prior to the end of any such
term. Bacou USA paid Mr. Barr a base salary of $450,000 for the first year of
the

                                       45
<PAGE>
initial term, subject to annual reviews which resulted in an increase of his
base salary to $475,000 effective January 1, 2001. Bacou USA determines his
bonus payments and stock options pursuant to a bonus and option plan, according
to which Mr. Barr receives awards determined by the compound annual growth rate
of Bacou USA's net income and earnings before interest, taxes, depreciation and
amortization ("EBITDA"). For 2000, Mr. Barr received a bonus of $450,000. The
agreement also provides that in the event of any change of control of Bacou USA,
either directly or indirectly, Mr. Barr is entitled to receive a guaranteed
minimum payment equal to the sum of the amounts payable to him during the full
term of this agreement, including total base salary, bonus and stock options
plus the present value of all other benefits under the agreement from such date
until the end of the then-current term of the agreement. The agreement prohibits
Mr. Barr from competing with Bacou USA and from disclosing any confidential
information regarding our business during the term of the agreement and
thereafter for periods of one year and three years, respectively. Pursuant to
the terms of a letter agreement between Bacou USA and Mr. Barr dated May 29,
2001, the parties have agreed that (i) Mr. Barr's employment agreement will
terminate upon the closing of the merger and the related acquisition
transactions, (ii) Bacou USA will pay Mr. Barr $1,400,000 at closing as a
settlement of any and all claims for payments that would have resulted under the
terms of the employment agreement, (iii) Mr. Barr will relinquish at closing all
rights to receive payments pursuant to the change of control provision in the
employment agreement, including an acknowledgment that no stock options will be
granted to him for years 2000, 2001 and 2002, and (iv) in the event that closing
does not occur, the employment agreement will remain in full force and effect.
The stock options forfeited by Mr. Barr pursuant to the letter agreement with
Bacou USA were in addition to the stock options set forth in the section above
entitled "--Options to Purchase Common Stock of Bacou USA--Executive Officers."

    MR. BENNETT

    Effective January 1, 2000, Bacou USA Safety, Inc., the main operating
subsidiary of Bacou USA, entered into a three-year Employment Agreement with
Mr. Bennett with two-year renewal terms thereafter unless either party provides
six-months' notice prior to the end of a term. Bacou USA paid him a base salary
of $325,000 for the first year of the initial term, subject to annual reviews,
which resulted in an increase of his base salary to $340,000 effective
January 1, 2001. Bacou USA determines his bonus payments and stock options
pursuant to a bonus and option plan, according to which Mr. Bennett receives
awards detemined by the compound annual growth rate of Bacou USA's net income
and earnings before interest, tax, depreciation and amortization. Mr Bennett
received a bonus of $250,000 for his service in 2000. The agreement provides
that in the event of a change of control of Bacou USA, either directly or
indirectly, Mr. Bennett is entitled to receive a change of control payment
calculated in the same manner as for Mr. Barr. Under the agreement, Mr. Bennett
is restricted from competing with Bacou USA and is prohibited from disclosing
any confidential information about our business during the term of the agreement
and thereafter for periods of one year and three years, respectively. Pursuant
to the terms of a letter agreement between Bacou USA and Mr. Bennett dated
May 29, 2001, the parties have agreed that (i) Mr. Bennett's employment
agreement will terminate upon the closing of the merger and the related
acquisition transactions, except for a relocation agreement which will remain in
force, (ii) Bacou USA will pay Mr. Bennett $1,000,000 at closing as a settlement
of any and all claims for payments that would have resulted under the terms of
the employment agreement, (iii) Mr. Bennett will relinquish at closing all
rights to receive payments pursuant to the change of control provision in the
employment agreement, including an acknowledgment that no stock options will be
granted to him for years 2000, 2001 and 2002, and (iv) in the event that closing
does not occur, the employment agreement will remain in full force and effect.
The stock options forfeited by Mr. Bennett pursuant to the letter agreement with
Bacou USA were in addition to the stock options set forth in the section above
entitled "--Options to Purchase Common Stock of Bacou USA--Executive Officers."

                                       46
<PAGE>
    MR. HEBERT

    Effective January 1, 2000, Bacou USA entered into an Employment Agreement
with Mr. Hebert for a three-year term with two-year renewal terms thereafter
unless either party provides a six months' notice prior to the end of a term.
Bacou USA paid Mr. Hebert a base salary of $225,000 for the first year of the
agreement, subject to annual reviews, which resulted in an increase of his base
salary to $235,000 effective January 1, 2001. Bacou USA determines his bonus
payments and stock options pursuant to a bonus and option plan, according to
which Mr. Hebert receives awards determined by the compound annual growth rate
of Bacou USA's net income and earnings before interest, tax, depreciation and
amortization. For 2000, he received a bonus of $160,000. The agreement provides
that in the event of a change of control of Bacou USA, directly or indirectly,
Mr. Hebert is entitled to receive a change of control payment calculated in the
same manner as for Mr. Barr. The agreement prohibits Mr. Hebert from competing
with Bacou USA and from disclosing any confidential information about our
business during the term of the agreement and thereafter, for periods of one
year and three years, respectively. Pursuant to the terms of a letter agreement
between Bacou USA and Mr. Hebert dated May 29, 2001, the parties have agreed
that (i) Mr. Hebert's employment agreement will terminate upon the closing of
the merger and the related acquisition transactions, (ii) Bacou USA will pay
Mr. Hebert $500,000 at closing as a settlement of any and all claims for
payments that would have resulted under the terms of the employment agreement,
(iii) Mr. Hebert will relinquish at closing all rights to receive payments
pursuant to the change of control provision in the employment agreement,
including and acknowledgment that no stock options will be granted to him for
years 2000, 2001 and 2002, and (iv) in the event that closing does not occur,
the employment agreement will remain in full force and effect. The stock options
forfeited by Mr. Hebert pursuant to the letter agreement with Bacou USA were in
addition to the stock options set forth in the section above entitled "--Options
to Purchase Common Stock of Bacou USA--Executive Officers."

    MR. BURT

    Effective on October 1, 1997, Biosystems, Inc., a predecessor to Bacou
Safety, entered into an Employment Agreement with Mr. Burt. According to this
agreement, Mr. Burt will serve as President of Biosystems (now the Biosystems
division of Bacou Safety) for an initial term through December 31, 2001, subject
to successive renewal terms of one year each thereafter, unless written notice
of termination is provided by either party at least six months prior to the end
of a term. The agreement provided for a base salary of $230,000 for 1998, which
was increased to $240,000 for 1999 and $245,000 for 2000. Bacou USA has paid him
incentive compensation for years beginning in 1998 in accordance with the
applicable bonus plan, which is based on operating profit expressed as a
percentage of net sales, growth of net sales and growth of operating profit,
provided that his bonus in the year 2000 shall not exceed 35% of his base
salary. Mr. Burt is eligible to participate in employee benefit plans but has
received no awards of stock options under the Incentive Plan. He is subject to
certain non-competition and confidentiality covenants regarding the company's
business during the term of the agreement and thereafter.

TERMS OF FUTURE EMPLOYMENT OF CERTAIN EXECUTIVE OFFICERS WITH CHRISTIAN DALLOZ

    Christian Dalloz expects to employ certain of our executive officers
following the closing of the merger as follows: Mr. Philip Barr as Chief
Operating Officer, responsible for Business Development and President of the
Production Business Unit for Protection of the Head; Mr. Alan Bennett as the
President of Americas Marketing Business Unit and Mr. Adrien Hebert as Senior
Vice President, Operational Excellence. The following table sets forth the
general terms of compensation proposed by

                                       47
<PAGE>
Christian Dalloz pursuant to the letter agreements dated May 29, 2001 with each
of Messrs. Barr, Bennett and Hebert.

<TABLE>
<CAPTION>
                                              ANNUAL BONUS ON                      STOCK OPTION GRANT    SIGNING
NAME                     ANNUAL BASE SALARY       TARGET*       ANNUAL BONUS CAP      AT CLOSING**       BONUS***
----                     ------------------   ---------------   ----------------   ------------------   ----------
<S>                      <C>                  <C>               <C>                <C>                  <C>
Philip Barr............       $400,000            $200,000          $400,000             53,000         $1,500,000
Alan Bennett...........       $300,000            $120,000          $240,000             31,000         $1,200,000
Adrien Hebert..........       $285,000            $114,000          $228,000             31,000         $1,200,000
</TABLE>

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

*   No performance objectives have been established.

**  Consists of options to purchase shares of Christian Dalloz at a price of 77
    Euros, subject to the stock option plan generally applicable to top
    executives of Christian Dalloz including vesting (30% service options, 70%
    performance options). No performance targets have been established.

*** Constitutes signing bonus, up-front guaranteed 2001 bonus, up-front
    non-compete payment and up-front non-solicitation payment.

    Additionally, Mr. Barr, Mr. Bennett and Mr. Hebert would be entitled to
receive, respectively, options to purchase 0.833%, 0.488% and 0.488% of the
aggregate number of new shares of Christian Dalloz stock to be granted at an
exercise price equal to the price of the first public offering, if any, of
Christian Dalloz stock following completion of the merger agreement and the
related acquisition transactions. These options would be granted at the time of
such initial public offering and would be subject to the terms of the stock
option plan generally applicable to top executives of Christian Dalloz. Thirty
percent of the stock options to be granted upon completion of the merger and the
related acquisition transactions will constitute performance options.

    Messrs. Barr, Bennett and Hebert also received the following information
regarding the stock options which information is not included in their
respective letter agreements with Christian Dalloz. The exact terms and
conditions of the stock option grants and the stock option plan have not yet
been finalized and are subject to further negotiation and agreement by the
parties. The stock options granted to Mr. Barr, Mr. Bennett and Mr. Hebert would
vest after four years and would have a life of six years. They would be subject
to further exercise restrictions in order to spread exercise rights over the
four to six year period. The options would be forfeited in the event of
resignation or termination of the executive for cause. In the event of
termination of the executive other than for cause, within four years of
employment, service options would vest proportionally to the time of employment
with Christian Dalloz since the closing date of the merger but performance
options would be forfeited. All options would accelerate in the event of change
of control of Christian Dalloz only if the executive is prejudiced by such
change of control (that is, he is demoted, terminated or his benefits are
decreased). The specific terms and conditions of these options have not been
finalized and are the subject of ongoing discussions among the affected parties.

    The employment agreements will be for an indefinite term and will be further
negotiated by the parties prior to the closing of the merger. However, no formal
employment agreements have been proposed or executed between the parties and
therefore employment terms remain subject to completion and acceptance by the
parties.

    Christian Dalloz expects to enter into a consulting agreement with
Mr. Walter Stepan on the terms set forth in the letter agreement between
Christian Dalloz and Mr. Stepan dated May 29, 2001. Pursuant to the terms of
such letter agreement, which are subject to further negotiation and execution of
a definitive consulting agreement, the consulting agreement would be for a
period of two years. Pursuant to the consulting agreement, Mr. Stepan would
receive $340,000 upon closing of the merger and the related acquisition
transactions, $80,000 upon the first anniversary of the closing and $80,000 upon
the second anniversary of the closing. The letter agreement provides that the
consulting

                                       48
<PAGE>
agreement will contain customary terms relating to non-competition,
non-solicitation and confidentiality.

SHARE OPTION PURCHASE AGREEMENT

    On July 8, 2000, in anticipation of a contemplated sale of Bacou S.A., Mevra
Beheer BV, a Netherlands company controlled by Vandeputte International NV,
Protection Participation, Hobar Corporation BV, and Sauvegarde entered into a
Share Option Purchase Agreement pursuant to which Mevra Beheer BV granted to
Protection Participation, Hobar Corporation BV and Sauvegarde an irrevocable
option to purchase an aggregate of 470,953 shares of Bacou S.A. owned by Mevra
Beeher, representing approximately 38% of the outstanding shares of Bacou S.A.
On September 1, 2000, the beneficiaries of the Share Option Purchase Agreement
exercised their respective options. On April 24, 2001 and again on May 29, 2001
certain provisions of the Share Option Purchase Agreement were amended to effect
a reduction in the purchase price for the option and to extend the time by which
a sale of the Bacou Group could occur before Sauvegarde, Protection
Participation and Hobar Corporation would be required to redeliver to Mevra
Beheer BV the Bacou S.A. shares that they had purchased pursuant to the Share
Option Purchase Agreement. As initial consideration for the grant of the option,
the beneficiaries of the option grant paid a non-refundable deposit aggregating
35,000,000 French francs. The Share Option Purchase Agreement, as amended,
provides that in the event of a sale of Bacou S.A., the beneficiaries will pay
to Mevra Beheer BV an aggregate purchase price of 843,185,214 French francs plus
interest. The Share Option Purchase Agreement also provides for a supplementary
price to be paid as additional consideration in certain circumstances. On
May 29, 2001, an additional installment of purchase price totalling 55,000,000
French francs for the option shares was paid.

INDEMNIFICATION AND INSURANCE

    The merger agreement provides that the surviving corporation will assume all
responsibility for all provisions with respect to indemnification of directors
and officers as set forth in Bacou USA's certificate of incorporation and
by-laws and will maintain in effect the current directors' and officers'
liability insurance or substantially similar insurance covering those persons
who are currently covered on the date of the merger agreement by our directors'
and officers' liability insurance policy for a period of six years. The merger
agreement also provides that Christian Dalloz and the surviving corporation will
indemnify and hold harmless any former or current officer or director of Bacou
USA against any losses in connection with any threatened or actual action, suit
or proceeding, based in whole or in part on, or arising in whole or in part out
of, the fact that the person is or was an officer or director of Bacou USA.

AFFILIATIONS OF CERTAIN EXECUTIVE OFFICERS AND DIRECTORS WITH BACOU S.A. AND
  ENGINEERING HENRI BACOU

    Certain directors and executive officers of Bacou USA are also directors
and/or executive officers of Bacou S.A., our majority stockholder. Mr. Philippe
Bacou, who is a Director and Co-Chairman of our board of directors is also
Director, Chairman and CEO of Bacou S.A. and Engineering Henri Bacou.
Mr. Walter Stepan, who is a Director and Co-Chairman of our board of directors,
is also a Director of Bacou S.A. Mr. Christophe Bacou, who is a Director of
Bacou USA, is also a Director and a Vice President of Bacou S.A. and a director
of Engineering Henri Bacou and is the brother of Philippe Bacou. Mr. Howard S.
Leight, who is a Director of Bacou USA, is also a Director of Bacou S.A. Mr.
Gilbert Vandeputte was also, until his resignation on July 7, 2000, a director
of Bacou S.A. and Bacou USA.

                                       49
<PAGE>
OWNERSHIP OF COMMON STOCK OF BACOU S.A. AND ENGINEERING HENRI BACOU

    Certain of our executive officers and directors, and entities under their
management own shares of common stock of Bacou S.A., Bacou USA's majority
stockholder, and of Engineering Henri Bacou, which is the direct parent company
of Bacou S.A. and which is controlled by the Bacou family. The following table
sets forth those share holdings:

<TABLE>
<CAPTION>
                                                      BACOU S.A.                        EHB
                                             ----------------------------   ----------------------------
                                              NUMBER OF     PERCENTAGE OF    NUMBER OF     PERCENTAGE OF
NAME                                         SHARES OWNED       CLASS       SHARES OWNED       CLASS
----                                         ------------   -------------   ------------   -------------
<S>                                          <C>            <C>             <C>            <C>
Philippe Bacou*............................          333       **                 1,020         5.1%
Christophe Bacou*..........................            1       **                 1,020         5.1%
Walter Stepan..............................            1       **                    --          --
Protection Participation...................       87,154       7%                    --          --
                                               ---------        -----          --------        ----
      TOTAL................................       87,489       7%                 2,040        10.2%
                                               =========        =====          ========        ====
</TABLE>

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

*   Does not include shares of Bacou S.A. held by Indivision Bacou. Indivision
    Bacou is an entity jointly owned by Philippe Bacou, Christophe Bacou,
    Jacqueline Maggi Bacou and Veronique Mirabel. All shares owned by Indivision
    Bacou are considered jointly owned by each of these individuals. Indivision
    Bacou owns an aggregate of 25,000 shares of Bacou S.A. constituting 2.0% of
    the outstanding shares of Bacou S.A. Includes one share lent to Howard
    Leight and to be returned.

**  Less than 0.1%

    In addition to the shares of Bacou S.A. owned directly as shown in the chart
above, the Bacou family owns an aggregate of 25,173 shares of Bacou S.A.
primarily through Indivision Bacou. Additionally, Engineering Henri Bacou owns
672,870 shares of Bacou S.A. Consequently, approximately 64% of the outstanding
shares of Bacou S.A. are owned or under the control of the Bacou family and
approximately 15% are owned by Sauvegarde.

    In addition to the shares of Engineering Henri Bacou owned directly as shown
in the chart above, the Bacou family owns an aggregate of 17,960 shares of
Engineering Henri Bacou which, together with the ownership indicated above
constitutes 100% of the shares of Engineering Henri Bacou.

    Messrs. Philippe Bacou, Christophe Bacou and Walter Stepan and Protection
Participation, an entity managed by Philippe Bacou, have agreed to sell their
shares of Bacou S.A. and Engineering Henri Bacou to Christian Dalloz in
connection with Christian Dalloz' acquisition of the shares of Bacou S.A. and
Engineering Henri Bacou. As a result of such sale, they will receive cash
proceeds as follows:

<TABLE>
<CAPTION>
NAME                                         BACOU S.A. SHARE PROCEEDS      EHB SHARE PROCEEDS
----                                         -------------------------   ------------------------
<S>                                          <C>                         <C>
Philippe Bacou*............................      928,137 French francs   92,656,565 French francs
Christophe Bacou*..........................        2,787 French francs   92,656,565 French francs
Walter Stepan..............................        2,787 French francs                         --
Protection Participation...................  242,915,629 French francs                         --
                                             -------------------------   ------------------------
      TOTAL................................                243,849,340                185,313,130
                                             =========================   ========================
</TABLE>

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

*   Does not include shares of Bacou S.A. held by Indivision Bacou. Indivision
    Bacou is an entity jointly owned by Phillipe Bacou, Christophe Bacou,
    Jacqueline Maggi Bacou and Veronique Mirabel. All shares owned by Indivision
    Bacou are considered jointly owned by each of these individuals. The shares
    of Bacou S.A. and Engineering Henri Bacou owned by Indivision Bacou will be
    exchanged for 2,026,378 shares of Christian Dalloz.

                                       50
<PAGE>
INTERESTS OF CERTAIN EXECUTIVE OFFICERS IN SAUVEGARDE LLC

    Sauvegarde owns 188,381 shares of Bacou S.A., constituting approximately 15%
of the outstanding shares of Bacou S.A. Sauvegarde is owned and controlled by
four members of our senior management: Messrs. Stepan, Barr, Hebert and Bennett.
Sauvegarde purchased its Bacou S.A. shares pursuant to the exercise of the
options granted under the Share Option Purchase Agreement. In connection with
the related sale of the shares of Bacou S.A. and Engineering Henri Bacou,
Sauvegarde has agreed to sell all of its shares of Bacou S.A. to Christian
Dalloz for an aggregate cash consideration of 525,055,523 French francs.
Sauvegarde has also agreed to purchase 141,600 Christian Dalloz shares from
Jacqueline Maggi Bacou. As a result of these transactions, Sauvegarde will
receive aggregate cash consideration of 453,535,219 French francs and 141,600
Christian Dalloz shares in exchange for its shares of Bacou S.A. The Christian
Dalloz shares received by Sauvegarde will constitute approximately 2.4% of the
outstanding shares of Christian Dalloz following the merger and the related
French transactions. If the sale of Sauvegarde's shares is completed Sauvegarde
will use 326,000,000 French francs plus interest to satisfy its remaining
obligations to pay the exercise price on the option.

MATERIAL U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER TO OUR STOCKHOLDERS

    The following is a summary of the principal U.S. federal income tax
consequences of the merger to holders of shares who dispose of such shares in
the merger, who are United States Persons (as defined below), and who, on the
date of disposition, hold such shares as capital assets (as defined in the
Internal Revenue Code of 1986, as amended) (each, a "United States Holder").
This discussion is based on the Internal Revenue Code, proposed and final United
States Treasury Regulations issued under the Internal Revenue Code, and
administrative and judicial interpretations of the Internal Revenue Code and the
United States Treasury Regulations issued under the Internal Revenue Code, each
as in effect and available on the date of this information statement. All of the
foregoing are subject to change, which change would apply retroactively and
could affect the tax consequences described below.

    We urge all holders to consult their own tax advisors regarding the specific
tax consequences that may result from their individual circumstances as well as
foreign, state and local tax consequences of the disposition of shares in the
merger. Except as specifically noted otherwise, this summary does not address
potential foreign, state, local and other tax consequences, nor does it address
special tax consequences that may be applicable to particular classes of
taxpayers, including financial institutions, real estate investment trusts,
regulated investment companies, brokers and dealers or traders in securities or
currencies, persons whose functional currency is not the U.S. dollar, insurance
companies, tax-exempt organizations, S corporations, persons who hold common
stock as part of a position in a "straddle" or as part of a "hedging" or
"conversion" transaction for U.S. federal income tax purposes, persons who
acquired common stock pursuant to an exercise of employee stock options or
rights or otherwise as compensation, persons who hold employee stock options or
rights to acquire common stock and persons that own (or are deemed to own) 10%
or more (by voting power or value) of the stock of Bacou USA. Moreover, this
summary does not address the U.S. federal estate and gift or alternative minimum
tax consequences of the merger.

    A "United States Person" is a beneficial owner of common stock of Bacou USA,
who for U.S. federal income tax purposes is: (1) a citizen or resident of the
U.S., including some former citizens or residents of the U.S.; (2) a partnership
or corporation created or organized in or under the laws of the U.S. or any
state thereof, including the District of Columbia; (3) an estate if its income
is subject to U.S. federal income taxation regardless of its source; or (4) a
trust if such trust validly has elected to be treated as a United States person
for U.S. federal income tax purposes or if (a) a court within the U.S. is able
to exercise primary supervision over its administration and (b) one or more
United States persons have the authority to control all of its substantial
decisions.

                                       51
<PAGE>
    A United States Holder generally will realize gain or loss upon the
surrender of such holder's shares pursuant to the merger in an amount equal to
the difference, if any, between the amount of cash received and such United
States Holder's aggregate adjusted tax basis in the shares surrendered in
exchange therefor.

    In general, any gain or loss realized by a United States Holder in the
merger will be eligible for capital gain or loss treatment. In the case of a
noncorporate United States Holder, the maximum marginal U.S. federal income tax
rate applicable to such gain will be lower than the maximum marginal U.S.
federal income tax rate applicable to ordinary income if such United States
Holder's holding period for such shares exceeds one year and will be further
reduced if such holding period exceeds five years. Gain or loss, if any,
recognized by a United States Holder generally will be treated as U.S. source
income or loss for U.S. foreign tax credit purposes. The deductibility of
capital losses is subject to limitations.

    For corporations, a capital gain is subject to U.S. federal income tax at a
maximum rate of 35% while any capital loss can be offset only against other
capital gains. Any unutilized capital loss generally can be carried back three
years and forward five years to be offset against net capital gains generated in
such years.

    Each holder of a compensatory option to acquire shares who receives a cash
payment equal to the spread on such stock option will have ordinary income to
the extent of the cash received or treated as received (including any applicable
withholding taxes) unless a timely election was made by such holder to include
the value of the option in such holder's taxable income on the grant date.

    U.S. backup withholding tax and information reporting requirements generally
apply to certain payments to certain noncorporate holders of stock. Information
reporting generally will apply to proceeds from the surrender of shares pursuant
to the merger made within the U.S. to a holder of shares (other than an "exempt
recipient", including a corporation, a payee that is not a U.S. person that
provides an appropriate certification and certain other persons). A payor will
be required to withhold 31% of the proceeds from the surrender of shares
pursuant to the merger within the U.S. to a holder (other than an "exempt
recipient") if such holder fails to furnish its correct taxpayer identification
number or otherwise fails to comply with, or establish an exemption from, such
backup withholding tax requirements.

    In the case of such payments made within the U.S. to a foreign simple trust,
a foreign grantor trust or a foreign partnership (other than payments to a
foreign simple trust, a foreign grantor trust or a foreign partnership that
qualifies as a "withholding foreign trust" or a "withholding foreign
partnership" within the meaning of such United States Treasury Regulations and
payments to a foreign simple trust, a foreign grantor trust or a foreign
partnership that are effectively connected with the conduct of a trade or
business in the United States), the beneficiaries of the foreign simple trust,
the persons treated as the owners of the foreign grantor trust or the partners
of the foreign partnership, as the case may be, will be required to provide the
certification discussed above in order to establish an exemption from backup
withholding tax and information reporting requirements. Moreover, a payor or
middleman may rely on a certification provided by a payee that is not a U.S.
person only if such payor or middleman does not have actual knowledge or a
reason to know that any information or certification stated in such certificate
is incorrect.

    THE U.S. FEDERAL INCOME TAX CONSEQUENCES SET FORTH ABOVE ARE FOR GENERAL
INFORMATION ONLY AND ARE NOT INTENDED TO CONSTITUTE A COMPLETE DESCRIPTION OF
ALL TAX CONSEQUENCES RELATING TO THE MERGER. EACH HOLDER OF SHARES IS URGED TO
CONSULT HIS OR HER OWN TAX ADVISOR TO DETERMINE THE PARTICULAR TAX CONSEQUENCES
TO SUCH STOCKHOLDER OF THE MERGER, INCLUDING THE APPLICABILITY AND EFFECT OF
FOREIGN, STATE, LOCAL AND OTHER TAX LAWS.

                                       52
<PAGE>
THE GLOBAL TRANSACTION

    OVERVIEW

    The merger is part of a global transaction pursuant to which the business of
Christian Dalloz will be combined with the business of the Bacou Group. The
combination will occur by virtue of the merger and the acquisition by Christian
Dalloz of all of the shares of Bacou S.A. and Engineering Henri Bacou. Pursuant
to the merger and these related transactions (1) Christian Dalloz will acquire
100% ownership of the Bacou Group, (2) Christian Dalloz will change its name to
Bacou-Dalloz, (3) the Bacou family and Sauvegarde LLC, an entity owned by
certain members of our senior management and board of directors, will own or
control approximately 40% of the shares of Bacou-Dalloz following the merger and
the related acquisition transactions, (4) Bacou USA will become a subsidiary of
Christian Dalloz and (5) Bacou USA's minority stockholders will have the right
to receive $28.50 per share in cash.

    As part of the global transaction, the shareholders of each of Bacou S.A.
and Engineering Henri Bacou have agreed to sell to Christian Dalloz, or certain
of its stockholders, shares of Bacou S.A. and Engineering Henri Bacou for an
aggregate consideration of approximately 1.51 billion French francs and
3.25 million shares of Christian Dalloz. In order to increase the liquidity of
the Christian Dalloz shares received by the Bacou family, the parties agreed
that a total of 918,694 of Christian Dalloz shares could be sold by members of
the Bacou family to investors in Christian Dalloz for aggregate cash
consideration of 394,020,296 French francs. This agreement includes 141,600
shares that will be sold to Sauvegarde for aggregate cash consideration of
71,520,304 French francs.

    As a result of the related acquisitions of Bacou S.A. and Engineering Henri
Bacou, these two companies will become subsidiaries of Christian Dalloz.

    FINANCING OF THE GLOBAL TRANSACTION

    Christian Dalloz plans to fund the merger and the related acquisitions of
Bacou S.A. and Engineering Henri Bacou and to pay all related fees and expenses
through a combination of cash on hand and debt provided by BNP Paribas and J.P.
Morgan plc. The completion of the merger and the related acquisition
transactions is conditioned on Christian Dalloz obtaining financing
substantially in accordance with the commitment letter and term sheets received
from BNP Paribas and J.P. Morgan.

    The commitment letter and term sheets, received by Christian Dalloz on
May 29, 2001, indicate the commitment of BNP Paribas and J.P. Morgan, as joint
lead arrangers, to arrange four senior secured credit facilities, totaling
2,697 million French francs and $291 million, for the purpose of effecting the
merger and the related acquisition transactions. Of this amount, 627.8 million
French francs constitutes a five-year multicurrency revolving group facility.
The balance is divided into three term loans, each with a five-year maturity.
The final maturity date for each of the facilities is June 30, 2006.

    The interest rate for these credit facilities will be LIBOR or EURIBOR,
respectively, for U.S. or European currency, plus an applicable margin, adjusted
on a quarterly basis, that varies with the leverage ratio of Christian Dalloz.
Interest will payable on the three term loans every six months.

    Loans under the credit facilities will be guaranteed by an unconditional
first demand guarantee from Christian Dalloz and unconditional guarantees from
Bacou S.A. and certain subsidiaries of Christian Dalloz and Bacou S.A.,
including Bacou USA. Such loans will be secured by, among other things, shares
of certain material subsidiaries and Bacou S.A., and a U.S. general security
agreement over the assets of Bacou USA and Dalloz Safety Inc., a U.S. subsidiary
of Christian Dalloz.

                                       53
<PAGE>
    The commitments to arrange, and the availability of, the credit facilities
are subject to customary conditions, including the execution and delivery of
definitive documentation, receipt of relevant financial statements from the
parties involved, receipt of legal and tax opinions related to the global
transaction, the veracity of certain representations and warranties made by
Christian Dalloz, and the payment of fees, costs and expenses in accordance with
the terms of the commitment and fee letters.

    CONDITIONS TO THE RELATED ACQUISITIONS

    The completion of the acquisitions of Bacou S.A. and Engineering Henri Bacou
is subject to the satisfaction of a number of conditions set forth in the Share
Option Purchase Agreement and contribution agreements providing for those
acquisitions. The conditions from the contribution agreement include the
following, to be satisfied on or before December 31, 2001:

    - approval of the acquisitions of Bacou S.A. and Engineering Henri Bacou by
      U.S. and Irish antitrust authorities;

    - granting of a waiver releasing several principal stockholders of Bacou
      S.A. and Christian Dalloz from their obligation to file a tender offer for
      publicly held Christian Dalloz shares, and the absence of any appeal
      against such granting;

    - satisfaction of the conditions in the U.S. merger agreement;

    - successful acquisition by Christian Dalloz of all the Bacou S.A. shares
      which are the subject of the Share Option Purchase Agreements;

    - issuance of a report by a contribution auditor on the value of the
      contribution of Bacou S.A. shares and appraisal of shares of Engineering
      Henri Bacou pursuant to the contribution agreement;

    - approval of the contribution to, and the corresponding capital increase
      of, Christian Dalloz at that company's extraordinary shareholders'
      meeting;

    - absence of French bankruptcy proceedings against Christian Dalloz;

    - that none of the purchasers of Christian Dalloz shares party to the
      purchase agreements has terminated his or her respective purchase
      agreement, and verification of this fact at an extraordinary meeting of
      Christian Dalloz' shareholders; and

    - issuance of a visa authorizing the listing of Christian Dalloz shares
      issued in connection with the French transaction on the PREMIER MARCHE in
      Paris.

The conditions from the several Share Option Purchase Agreements include the
following, to be satisfied on or before December 31, 2001:

    - satisfaction of all the conditions of the contribution agreement, save
      those relating to shareholder approval and acquisition of Bacou S.A.
      shares subject to the purchase agreements;

    - approval of the contribution agreement at an extraordinary meeting of
      Christian Dalloz' shareholders;

    - successful completion of the financing necessary to effect the
      acquisitions of Bacou S.A. and Engineering Henri Bacou; and

    - payment by Christian Dalloz of monies due by Protection Participation,
      Sauvegarde and Hobor Corporation to Mevra Beheer BV pursuant to the Share
      Option Purchase Agreement.

                                       54
<PAGE>
FEES AND EXPENSES

    The principal stockholders of Bacou S.A. and Engineering Henri Bacou will
pay any expenses incurred in connection with the merger and the related
acquisitions of Bacou S.A. and Engineering Henri Bacou which exceed
$21.3 million in the aggregate and fall into one of the following categories:

    - legal, accounting and other professional fees, excluding post-closing
      legal fees and professional fees relating to minority shareholder
      litigation;

    - investment banking fees and expenses;

    - costs and expenses of the oversight committee, to be paid by Bacou USA in
      accordance with the U.S. merger agreement; and

    - bonuses or "change in control" payments to officers and employees of the
      Bacou Group triggered by the change in control of the Bacou Group.

                                   THE MERGER

    The following information describes the material aspects of the merger. This
description does not purport to be complete and is qualified in its entirety by
reference to the appendices hereto, including the merger agreement which is
attached to this information statement as Appendix A and is incorporated herein
by reference. You are urged to read Appendix A in its entirety. See also "THE
MERGER--The Merger Agreement" below.

    Our board of directors has determined, after considering the unanimous
recommendation of the oversight committee, that the merger is fair to and our
public stockholders and has declared that the merger agreement and the merger
are advisable and in the best interests of Bacou USA and its stockholders, other
than Bacou S.A. and its affiliates. See "SPECIAL FACTORS--Reasons for the
Approval of the Oversight Committee and our Board of Directors."

EFFECTIVE TIME OF MERGER

    If the conditions to the merger are satisfied (or waived to the extent
permitted), the merger will be consummated and become effective at the time a
duly executed certificate of merger is filed with the Secretary of State of the
State of Delaware, or at such later time as otherwise agreed by Christian Dalloz
and Bacou USA and as specified in the certificate of merger. The filing will
occur after all conditions to the merger contained in the merger agreement have
been satisfied or waived. We expect to complete the merger on or before
July 31, 2001.

    The merger agreement may be terminated prior to the effective time of the
merger by Bacou USA or Christian Dalloz in certain circumstances, whether before
or after the adoption of the merger agreement by Bacou USA stockholders. See
"THE MERGER--The Merger Agreement--Termination of the Merger Agreement."

PAYMENT OF MERGER CONSIDERATION AND SURRENDER OF STOCK CERTIFICATES

    Christian Dalloz will designate an agent to act as paying agent for purposes
of making the cash payments contemplated by the merger agreement. Immediately
prior to the effective time of the merger, Christian Dalloz will deposit in
trust with the paying agent cash in United States dollars in an aggregate amount
equal to the merger consideration for all outstanding shares held by
stockholders except for our subsidiaries, and Bacou S.A. or shares held in our
treasury. The paying agent will, pursuant to irrevocable instructions, deliver
to you your merger consideration according to the procedure summarized below.

    At the close of business on the day of the effective time of the merger our
stock ledger with respect to common stock will be closed.

                                       55
<PAGE>
    As soon as reasonably practicable after the effective time of the merger,
the paying agent will mail to you a letter of transmittal and instructions
advising you of the procedure for surrendering to the paying agent your
certificates in exchange for the merger consideration. Upon the surrender for
cancellation to the paying agent of your certificates, together with a letter of
transmittal affixed, executed and completed in accordance with its instructions,
and any other items specified by the letter of transmittal, the paying agent
will pay to you your merger consideration. No interest will be paid or accrued
in respect of cash payments of merger consideration.

    If the merger consideration (or any portion of it) is to be delivered to a
person other than you, it will be a condition to the payment of the merger
consideration that your certificates be properly endorsed or accompanied by
appropriate stock powers and otherwise in proper form for transfer, that the
transfer otherwise be proper and not violate any applicable federal or state
securities laws, and that you pay to the paying agent any transfer or other
taxes payable by reason of the transfer or establish to the satisfaction of the
paying agent that the taxes have been paid or are not required to be paid.

    YOU SHOULD NOT FORWARD YOUR STOCK CERTIFICATES TO THE PAYING AGENT WITHOUT A
LETTER OF TRANSMITTAL, AND YOU SHOULD NOT RETURN YOUR STOCK CERTIFICATES PRIOR
TO YOUR RECEIPT OF THE LETTER OF TRANSMITTAL.

    At and after the effective time of the merger, you will cease to have any
rights as our stockholder, except for the right to surrender your certificate in
exchange for payment of the merger consideration or, if you exercise your
appraisal rights, the right to perfect your right to receive payment for your
shares pursuant to Delaware law, and no transfer of common stock will be made on
the stock transfer books of the surviving corporation. Certificates presented to
the surviving corporation after the effective time will be canceled and
exchanged for cash as described above.

    Promptly following the date which is nine months after the effective date of
the merger, the paying agent will return to Christian Dalloz any undistributed
portion of the merger consideration, and the paying agent's duties will
terminate. Thereafter, stockholders may surrender their certificates to
Christian Dalloz and (subject to applicable abandoned property laws, laws
regarding property which is not accounted for by the laws of intestacy and
similar laws) receive the merger consideration without interest, but will have
no greater rights against Christian Dalloz than may be accorded to general
creditors of Christian Dalloz under applicable law. None of the paying agent,
Bacou USA, Christian Dalloz or Daniel U. S. Sub will be liable to stockholders
for any merger consideration delivered to a public official pursuant to
applicable abandoned property laws, laws regarding property which is not
accounted for by the laws of intestacy and similar laws.

ACCOUNTING TREATMENT

    After completion of the global transactions, Bacou USA will be a wholly
owned subsidiary of a French company. Bacou USA will not be required to comply
with U.S. GAAP; rather, it will be considered part of a consolidated group under
French GAAP.

FINANCING OF THE MERGER; FEES AND EXPENSES OF THE MERGER

    Christian Dalloz plans to fund the merger and the related acquisitions of
Bacou S.A. and Engineering Henri Bacou and to pay related fees and expenses
through a combination of cash on hand and debt provided by BNP Paribas and
J.P. Morgan plc. The French transactions are conditioned on Christian Dalloz
obtaining the proceeds of financings committed by BNP Paribas and J.P. Morgan
plc or obtaining other financing sufficient to complete the merger. See "SPECIAL
FACTORS--The Global Transaction--Financing of the Global Transaction" and
"SPECIAL FACTORS--The Global Transaction--Fees and Expenses."

APPRAISAL RIGHTS

    Pursuant to Delaware law, if (1) you properly file a demand for appraisal in
writing prior to the effective time of the merger and within 20 days after the
date of the mailing of this information

                                       56
<PAGE>
statement which constitutes notice of your appraisal rights and (2) your shares
are not voted, or otherwise consented to, in favor of the merger, you will be
entitled to appraisal rights under Section 262 of the General Corporation Law of
the State of Delaware.

    SECTION 262 IS REPRINTED IN ITS ENTIRETY AS APPENDIX C TO THIS INFORMATION
STATEMENT. THE FOLLOWING DISCUSSION IS NOT A COMPLETE STATEMENT OF THE LAW
RELATING TO APPRAISAL RIGHTS AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO
APPENDIX C. THIS DISCUSSION AND APPENDIX C SHOULD BE REVIEWED CAREFULLY BY YOU
IF YOU WISH TO EXERCISE STATUTORY APPRAISAL RIGHTS OR YOU WISH TO PRESERVE THE
RIGHT TO DO SO, AS FAILURE TO COMPLY WITH THE PROCEDURES SET FORTH IN
SECTION 262 WILL RESULT IN THE LOSS OF YOUR APPRAISAL RIGHTS.

    If you make the demand described below with respect to your shares, you are
continuously the record holder of your shares through the effective time of the
merger, otherwise comply with the statutory requirements of Section 262 and
neither vote in favor of the merger agreement nor consent to the merger in
writing, you shall be entitled to an appraisal by the Delaware Court of Chancery
of the "fair value" of your shares exclusive of any element of value arising
from the accomplishment or expectation of the merger, together with a fair rate
of interest, as determined by the Delaware Court of Chancery.

    Under Section 262, where a merger was approved by a written consent of its
stockholders, not more than 10 days following the effective time of the merger
we must notify you that appraisal rights are available and include in the notice
a copy of Section 262. This information statement constitutes your notice of
your appraisal rights, and the applicable statutory provisions are attached to
this information statement as Appendix C.

    If you desire to exercise your appraisal rights you must not vote in favor
of, or otherwise consent to, the merger agreement or the merger, and you must
deliver a separate written demand for appraisal to us within 20 days after the
date of the mailing of this information statement which constitutes notice of
your appraisal rights. If you vote any of your shares in favor of the merger, or
otherwise consent to the merger, you will effectively have waived your appraisal
rights as to those shares. Accordingly, if you desire to perfect the appraisal
rights with respect to any of your shares you must, as one of the procedural
steps involved in such perfection, refrain from voting, or otherwise consenting,
to adopt the merger agreement.

    Only a holder of record is entitled to assert appraisal rights for the
shares of our common stock registered in that holder's name. A demand for
appraisal must be executed by or on behalf of the holders of record and must
reasonably inform us of the identity of the holder of record and that the holder
of record intends to demand appraisal of the holder's shares. If you have a
beneficial interest in shares that are held of record in the name of another
person, such as a broker, fiduciary or other nominee, you must act promptly to
cause the record holder to follow properly and in a timely manner to perfect
whatever appraisal rights are available, and your demand must be executed by or
for the record owner. If your shares are owned of record by more than one
person, as in a joint tenancy or tenancy in common, your demand must be executed
by or for all joint owners. An authorized agent, including an agent for two or
more joint owners, may execute the demand for appraisal; however, the agent must
identify the record owner and expressly disclose the fact that, in exercising
the demand, the agent is acting as agent for the record owner.

    A record owner, such as a broker, fiduciary or other nominee, who holds
shares as a nominee for others, may exercise appraisal rights with respect to
the shares held for all or less than all beneficial owners of shares as to which
the person is the record owner. In such case, the written demand must set forth
the number of shares covered by the demand. Where the number of shares is not
expressly stated, the demand will be presumed to cover all shares in the name of
such record owner.

    If you elect to exercise appraisal rights, you should mail or deliver your
written demand to: Bacou USA, Inc., 10 Thurber Boulevard, Smithfield, Rhode
Island, 02917-1896, Attention: Corporate Secretary.

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    The written demand for appraisal should specify your name and mailing
address, the number of shares owned, and that you are demanding appraisal of
your shares. Within ten days after the effective time of the merger, the
surviving corporation in the merger must provide notice of the effective time of
the merger to you if you have complied with Section 262.

    Within 120 days after the effective date of the merger, either the surviving
corporation or you, if you have complied with the required conditions of
Section 262 and are otherwise entitled to appraisal rights, may file a petition
in the Delaware Court of Chancery, and if you file a petition you must serve a
copy on the surviving corporation, demanding a determination of the fair value
of the shares of all stockholders demanding an appraisal. Bacou USA does not
have any present intention to file any such petition in the event that a
stockholder makes a written demand. Accordingly, if you desire to have your
shares appraised, you should initiate any petitions necessary for the perfection
of your appraisal rights within the time periods and in the manner prescribed in
Section 262. If appraisal rights are available, and if you have complied with
the applicable provisions of Section 262, within 120 days after the effective
date of the merger you will be entitled, upon written request, to receive from
the surviving corporation in the merger a statement setting forth the aggregate
number of shares not voting in favor of the merger agreement and with respect to
which we received demands for appraisal, and the aggregate number of holders of
such shares. The statement must be mailed within 10 days after the written
request for the statement has been received by the surviving corporation or
within 10 days after the expiration of the period for delivery of demands for
appraisal rights whichever is later.

    If a petition for an appraisal is timely filed by a holder of our shares and
a copy thereof is served upon the surviving corporation, the surviving
corporation will then be obligated within 20 days to file with the Delaware
Register in Chancery a duly verified list containing the names and addresses of
all stockholders who have demanded an appraisal of their shares of common stock
and with whom agreements as to the value of their shares have not been reached.
After notice to those stockholders as required by the Court, the Delaware Court
of Chancery is empowered to conduct a hearing on the petition to determine those
stockholders who have complied with Section 262 and who have become entitled to
appraisal rights thereunder. If you have demanded an appraisal, the Delaware
Court of Chancery may require you to submit your certificates to the Register in
Chancery for notation on the certificates of the pendency of the appraisal
proceeding; and if you fail to comply with the direction, the Delaware Court of
Chancery may dismiss the proceedings as to you. Where proceedings are not
dismissed, the Delaware Court of Chancery will appraise the shares owned by
stockholders demanding an appraisal, determining the "fair value" of such
shares, together with a fair rate of interest, if any, to be paid upon the
amount determined to be the fair value. In such event, the Delaware Court of
Chancery's appraisal may be more than, less than, or equal to the merger
consideration, and stockholders should be aware that an investment advisor's
opinions as to fairness from a financial point of view are not opinions as to
"fair value" under Section 262. In determining fair value, the Delaware Court of
Chancery is to take into account all relevant factors. In relevant case law, the
Delaware Supreme Court discussed the factors that could be considered in
determining fair value in an appraisal proceeding, stating that "proof of value
by any techniques or methods which are generally considered acceptable in the
financial community and otherwise admissible in court" should be considered, and
that "fair price obviously requires consideration of all relevant factors
involving the value of a company." The Delaware Supreme Court stated that in
making this determination of fair value, the court must consider market value,
asset value, dividends, earnings prospects, the nature of the enterprise and any
other facts ascertainable as of the date of the merger that throw light on
future prospects of the merged corporation. The Delaware Supreme Court also
stated that "elements of future value, including the nature of the enterprise,
which are known or susceptible of proof as of the date of the merger and not the
product of speculation, may be considered." Section 262, however, provides that
fair value is to be "exclusive of any element of value arising from the
accomplishment or expectation of the merger." In addition, Delaware courts have
decided that the statutory appraisal

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remedy, depending on factual circumstances, may or may not be a dissenting
stockholder's exclusive remedy.

    The Court will also determine the amount of interest, if any, to be paid
upon the amounts to be received by persons whose shares of our common stock have
been appraised. The cost of the appraisal proceeding may be determined by the
Delaware Court of Chancery and taxed against the parties, as the Delaware Court
of Chancery deems equitable in the circumstances. Upon application of a
stockholder who has demanded an appraisal, the Delaware Court of Chancery may
order that all or a portion of the expenses incurred by any such stockholder in
connection with the appraisal proceeding, including, without limitation,
reasonable attorney's fees and the fees and expenses of experts, be charged pro
rata against the value of all shares of stock entitled to appraisal.

    If you have demanded appraisal in compliance with Section 262, you will not,
after the effective time of the merger, be entitled to vote for any purpose any
shares subject to your demand, or to receive payment of dividends or other
distributions on your shares, except for dividends or distributions payable to
holders of record as of a date prior to the effective time of the merger.

    At any time within 60 days after the effective time of the merger, you will
have the right to withdraw your demand for appraisal; after this period, you may
withdraw your demand for appraisal only with the consent of the surviving
corporation. If no petition for appraisal is filed with the Delaware Court of
Chancery within 120 days after the effective time of the merger, your rights to
appraisal shall cease. You may withdraw your demand for appraisal by delivering
to the surviving corporation a written withdrawal of your demand for appraisal
and an acceptance of the merger, except that (1) any attempt to withdraw made
more than 60 days after the effective time of the merger will require written
approval of the surviving corporation, and (2) no appraisal proceeding in the
Delaware Court of Chancery shall be dismissed without the approval of the
Delaware Court of Chancery, and the approval may be conditioned upon such terms
as the Delaware Court of Chancery deems just.

    IF YOU FAIL TO COMPLY FULLY WITH THE STATUTORY PROCEDURE SET FORTH IN
SECTION 262, YOU WILL FORFEIT YOUR RIGHTS OF APPRAISAL AND WILL BE ENTITLED TO
RECEIVE THE MERGER CONSIDERATION FOR YOUR SHARES.

REGULATORY APPROVALS AND OTHER CONSENTS

    Under the Hart-Scott-Rodino Act, certain mergers and acquisitions may not be
consummated unless notice has been given and certain information has been
furnished to the Antitrust Division of the United States Department of Justice
and the Federal Trade Commission and certain waiting period requirements have
been satisfied. The merger is subject to the requirements of the
Hart-Scott-Rodino Antitrust Improvements Act. An application and notice was
filed on June 8, 2001 with the Federal Trade Commission and the Department of
Justice. In addition, we expect to make all other filings required under other
antitrust or competition laws or by other antitrust authorities.

    In addition, under European antitrust laws, certain mergers and acquisitions
may not be consummated unless notice has been given and certain information
furnished at the national level in countries having jurisdiction and certain
waiting period requirements have been satisfied.

THE MERGER AGREEMENT

    The following discussion of the material terms of the merger agreement is
qualified in its entirety by reference to the complete text of the merger
agreement, which is included in this information statement as Appendix A
(exclusive of all schedules).

GENERAL

    The merger agreement provides for Daniel U. S. Sub to merge with and into
us. We will be the surviving corporation in the merger, and, as a result of the
merger, Christian Dalloz will directly or indirectly own all of the surviving
corporation's common stock.

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    At the effective time of the merger, the certificate of incorporation of
Bacou USA shall be amended to read in the form of Exhibit A to the merger
agreement and such certificate of incorporation shall be the certificate of
incorporation of the surviving corporation, and the by-laws of Daniel U. S. Sub
will be the by-laws of the surviving corporation. Also, as of the completion of
the merger, the officers of Bacou USA will be the officers of the surviving
corporation and the directors of Daniel U. S. Sub will be the directors of the
surviving corporation.

CONSIDERATION TO BE RECEIVED BY THE STOCKHOLDERS

    At the effective time of the merger, each share of Bacou USA then issued and
outstanding (other than shares held by any of our subsidiaries, held in our
treasury, held by Christian Dalloz or any subsidiary of Christian Dalloz, held
by Bacou S.A. or any subsidiary of Bacou S.A. and held by stockholders who
perfect their appraisal rights under Delaware law) will be converted into the
right to receive $28.50 in cash without interest, reduced by applicable
withholding tax.

    Each share of common stock of Daniel U. S. Sub then issued and outstanding
will, by virtue of the merger and without any action on the part of Daniel U. S.
Sub, become one fully paid and nonassessable share of common stock of the
surviving corporation.

REPRESENTATIONS AND WARRANTIES

    We have made various representations and warranties in the merger agreement
to Christian Dalloz and Daniel U. S. Sub relating to:

    - corporate organization and existence;

    - the power and authority of Bacou USA to enter into and perform its
      obligations under the merger agreement and enforceability of the merger
      agreement against Bacou USA;

    - approval and recommendation of the merger agreement and the merger by the
      oversight committee;

    - required consents and approvals of governmental entities;

    - the filing and accuracy of all documents required by the SEC; and

    - the absence of certain material changes since the date of the most recent
      audited financial statements included in our SEC filings that may
      reasonably be likely to have a material adverse effect on us.

    Christian Dalloz and Daniel U. S. Sub have made various representations and
warranties in the merger agreement to us relating to:

    - corporate organization and existence;

    - the power and authority of Christian Dalloz and Daniel U. S. Sub to enter
      into and perform its obligations under the merger agreement and
      enforceability of the merger agreement against Christian Dalloz and Daniel
      U. S. Sub;

    - approval and recommendation of the merger agreement and the merger by the
      stockholders of Christian Dalloz;

    - required consents and approvals of governmental entities;

    - no finders fees paid except to Rothschild & Cie; and

    - Christain Dalloz having sufficient financing to consummate the merger.

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COVENANTS

    We agreed that up to the effective time of the merger we and each of our
subsidiaries will, except as expressly contemplated by the merger agreement,
conduct our respective businesses and operations only according to our ordinary
course of business, consistent with past practice, and use all reasonable
efforts to preserve intact our respective business organization, keep available
the services of our present officers and employees and maintain our
relationships with customers, suppliers, licensors, licensees, distributors and
others having business dealings with us.

    We also agreed that, except as expressly contemplated by the merger
agreement or consented to in writing by Christian Dalloz, until the effective
time of the merger, we will not and will not permit any of our subsidiaries to:

    CAPITAL

    - declare, set aside or pay any dividend or other distribution in respect of
      any of its capital stock, or make any other payments to stockholders in
      their capacity as such, except that our wholly owned subsidiaries may
      declare and pay dividends to their respective parents;

    - split, combine or reclassify any of its capital stock or issue or
      authorize the issuance of any other securities in respect of, or in
      substitution for shares of its capital stock;

    - purchase, redeem or otherwise acquire any of its capital stock or any
      other securities or any rights, warrants or options to acquire any such
      shares or other securities;

    - issue, deliver, sell, pledge or encumber any shares of capital stock or
      any other equity or voting interest, or any securities convertible into
      options, warrants, calls or rights to acquire any shares, voting
      securities or convertible securities or any stock appreciation rights or
      other rights that are linked to the price of company common stock, except
      for the issuance of shares pursuant to the exercise of options outstanding
      on the date of the merger agreement;

    ORGANIZATIONAL DOCUMENTS

    - amend our Certificate of Incorporation, By-laws or other comparable
      charter or organizational documents;

    ACQUISITIONS AND DISPOSITIONS

    - acquire or agree to acquire (by merger, consolidation, acquisition of
      stock, assets or otherwise) any business, corporation, partnership, joint
      venture, association or other business organization or division thereof;

    - acquire or agree to acquire any assets other than immaterial assets in the
      ordinary course of business, consistent with past practice;

    - directly or indirectly sell, lease, license, sell and leaseback, or
      subject to any pledge, lien, charge, mortgage, encumbrance or security
      interest of any kind or otherwise dispose of any of its properties or
      assets or any interest therein, except sales of immaterial assets in the
      ordinary course of business consistent with past practice and except in
      connection with the financings relating to the merger agreement and the
      related acquisitions;

    - repurchase, prepay or incur any indebtedness or guarantee any indebtedness
      of another person or issue or sell any debt securities or options,
      warrants, calls or other rights to acquire any debt securities of Bacou
      USA or any of its subsidiaries, guarantee any debt securities of another
      person, enter into any "keep well" or other agreement to maintain any
      financial statement condition of another person or enter into any
      arrangement having the economic effect of any of

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      the foregoing, except for short-term borrowings and repayments incurred in
      the ordinary course of business consistent with past practice;

    - make any loans, advances or capital contributions to, or investments in,
      any other person, other than Bacou USA or any of its subsidiaries, and
      other than in connection with the financings relating to the merger
      agreement and the related acquisitions;

    - pay, discharge or satisfy any claims, liabilities or obligations of
      liabilities reflected in or reserved against the most recent consolidated
      financial statements (or the notes thereto) of Bacou USA included in the
      SEC documents filed by Bacou USA, other than in the ordinary course of
      business consistent with past practice or in accordance with their terms;

    - cancel any material indebtedness (individually or in the aggregate) or
      waive any claims or rights of substantial value;

    - waive the benefits of, or agree to modify in any manner, any
      confidentiality, standstill or similar agreement to which Bacou USA or any
      of its subsidiaries is a party, except in connection with the financings
      relating to the merger agreement and the related acquisitions;

    EMPLOYEE BENEFITS

    - increase the compensation of any employee, officer or director of Bacou
      USA or any of its subsidiaries, except (i) as set forth in
      Schedule 5.01(a)(v) of the merger agreement, (ii) to the extent required
      under employment agreements or benefit plans in effect as of the date of
      the most recent audited financial statements included in or described in
      SEC documents filed by Bacou USA or (iii) in the ordinary course of
      business consistent with past practice;

    - grant to any employee, officer or director of Bacou USA or any of its
      subsidiaries any increase in severance or termination pay, except (i) as
      set forth in Schedule 5.01(a)(v) of the merger agreement, (ii) to the
      extent required under any agreement or benefit plans in effect as of the
      date of the most recent audited financial statements included in or
      described in SEC documents filed by Bacou USA or (iii) in the ordinary
      course of business consistent with past practice;

    - enter into any employment, consulting, indemnification, severance or
      termination agreement with any such employee, officer or director, except
      (i) as set forth in Schedule 5.01(a)(v) of the merger agreement or
      (ii) in the ordinary course of business consistent with past practice;

    - establish, adopt, enter into or amend in any material respect any
      collective bargaining agreement or benefit plan, except (i) as set forth
      in Schedule 5.01(a)(v) of the merger agreement or (ii) in the ordinary
      course of business consistent with past practice;

    - take any action to accelerate any rights or benefits, or make any material
      determinations not in the ordinary course of business consistent with past
      practice, under any collective bargaining agreement or benefit plan,
      except as set forth in Schedule 5.01(a)(v) of the merger agreement;

    OTHER COVENANTS

    - change accounting methods, principles or practices materially affecting
      the reported consolidated assets, liabilities or results of operations of
      Bacou USA, except as required by a change in generally accepted accounting
      principles; or

    - agree, authorize or commit to take any of the foregoing actions, except in
      connection with the financings relating to the merger agreement and the
      French transactions.

    Christian Dalloz and we shall not, and shall not permit any of our
respective subsidiaries, to take any action that would, or that could reasonably
be expected to, result in any condition to the merger set forth in Article VII
of the merger agreement not being satisfied.

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    We also agreed that during the period from the date of the merger agreement
to the effective time of the merger Bacou USA will, and each of its subsidiaries
will:

    - timely file all tax returns required to be filed by it;

    - timely pay all taxes due and payable in respect of post-signing tax
      returns that are so filed;

    - accrue a reserve in its books and records and financial statements in
      accordance with past practice for all taxes payable by it for which no
      post-signing tax return is due prior to the effective time of the merger;

    - promptly notify Christian Dalloz of any suit, claim, action,
      investigation, proceeding or audit pending against or with respect to
      Bacou USA or any of its subsidiaries in respect of any tax and not settle
      or compromise any such action without Christian Dalloz' consent;

    - not make any material tax election without Christian Dalloz' consent; and

    - cause any and all existing tax sharing agreements, arrangements and
      practices with respect to taxes to which Bacou USA or any of its
      subsidiaries is a party, or by which Bacou USA or any of its subsidiaries
      is otherwise bound, to be terminated as of the closing date so that after
      such date neither Bacou USA nor any of its subsidiaries will have any more
      rights or liabilities thereunder.

    We also agreed that we will (i) confer with Christian Dalloz on a regular
and frequent basis to report on operational matters and other matters requested
by Christian Dalloz, and (ii) promptly advise Christian Dalloz orally and in
writing of any change or event that would reasonably be expected to have a
material adverse effect on Bacou USA.

    Both Christian Dalloz and we will promptly provide the other copies of all
filings made by such party with any governmental entity in connection with the
merger agreement and the transactions contemplated thereby, other than the
portions of such filings that include confidential information not directly
related to the transactions contemplated by the merger agreement.

NO SOLICITATION OF OTHER OFFERS

    The merger agreement provides that up to the effective time of the merger
neither we and our subsidiaries nor our representatives will:

    - directly or indirectly solicit, initiate or encourage the submission of
      any Company Takeover Proposal (as defined below);

    - enter into any agreement with respect to any Company Takeover Proposal; or

    - directly or indirectly participate in any discussions or negotiations
      regarding, or furnish to any person any information with respect to, or
      take any other action to facilitate any inquiries or the making of any
      proposal that constitutes, or may reasonably be expected to lead to, any
      Company Takeover Proposal.

    The merger agreement also provides that neither our board of directors nor
any committee of our board of directors may (i) withdraw or modify, or propose
to withdraw or modify, in a manner adverse to Christian Dalloz or Daniel U. S.
Sub, the approval or recommendation by our board of directors or any committee
of our board of directors of the merger agreement or the merger, (ii) approve
any letter of intent, agreement in principle, acquisition agreement or similar
agreement relating to any Company Takeover Proposal or (iii) approve or
recommend, or propose to approve or recommend, any Company Takeover Proposal.
The merger agreement provides, however, that if prior to receipt of our
stockholder approval, which has been obtained pursuant to the written consent of
Bacou S.A. (our majority stockholder) executed on June   -  , 2001, our board of
directors receives a Superior Proposal (as

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defined below) and as a result of the Superior Proposal the oversight committee
determines in good faith, after receiving advice from its outside legal counsel,
that failure to take such action would constitute a breach of the board of
directors' fiduciary duties to the Bacou USA stockholders under applicable law,
then the oversight committee (and the board of directors acting on the
recommendation of the oversight committee) may withdraw or modify its approval
or recommendation of the merger agreement and the merger and disclose such
withdrawal or modification to the Bacou USA stockholders.

    The merger agreement provides that we must promptly advise Christian Dalloz
of any Company Takeover Proposal or any inquiry regarding any Company Takeover
Proposal and the identity of the person making any such Company Takeover
Proposal or inquiry, including any change to the material terms of any such
Company Takeover Proposal or inquiry. We must (i) keep Christian Dalloz fully
informed of the status (including any change to the details) of any such Company
Takeover Proposal or inquiry and (ii) provide to Christian Dalloz as soon as
practicable after receipt or delivery thereof with copies of all correspondence
and other written material sent or provided to Bacou USA from any third party in
connection with any Company Takeover Proposal or sent or provided by Bacou USA
to any third party in connection with any Company Takeover Proposal.

    "Company Takeover Proposal" means (i) any proposal or offer for a merger,
consolidation, dissolution, recapitalization or other business combination
involving Bacou USA, (ii) any proposal for the issuance by Bacou USA of over 15%
of its equity securities as consideration for the assets or securities of
another person or (iii) any proposal or offer to acquire in any manner, directly
or indirectly, over 15% of the equity securities or consolidated total assets of
Bacou USA, in each case other than the transactions contemplated by the merger
agreement and other than any acquisition transaction permitted by Section 5.01
of the merger agreement.

    "Superior Proposal" means any bona fide proposal to acquire, directly or
indirectly, for cash, all of the shares of Bacou USA common stock or all or
substantially all of the assets of Bacou USA to be followed by a pro rata
distribution of the sale proceeds to the stockholders of Bacou USA, that
(i) provides Bacou USA stockholders with per share consideration that the
oversight committee determines in good faith, after receipt of advice of its
financial advisor, is more favorable from a financial point of view than the
consideration to be received by Bacou USA stockholders in the merger, (ii) is
determined by the oversight committee in its good faith judgment, after receipt
of advice of its financial advisor and outside legal counsel, to be likely of
being completed (taking into account all legal, financial, regulatory and other
aspects of the proposal, the person making the proposal and the expected timing
to complete the proposal), (iii) does not, in the definitive acquisition
agreement, contain any "due diligence" conditions, and (iv) has not been
obtained by or on behalf of Bacou USA in violation of its no-solicitation
covenant.

    The merger agreement further stipulates that notwithstanding any provision
of the merger agreement to the contrary, Bacou USA's board of directors will be
permitted, to the extent applicable, to comply with Rule 14d-9 and
Rule 14e-2(a) promulgated under the Securities Exchange Act of 1934 with regard
to any Company Takeover Proposal, or make any other disclosure required by
applicable law, so long as any such disclosure rejects any Company Takeover
Proposal and reaffirms the recommendation of Bacou USA's board of directors of
the transactions contemplated by the merger agreement.

ACCESS TO INFORMATION

    Subject to the terms of a confidentiality agreement with Christian Dalloz,
we and our subsidiaries will afford to Christian Dalloz and its representatives
reasonable access to our and our subsidiaries' properties, books and records,
and furnish Christian Dalloz with all information concerning the business upon
reasonable notice.

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CONDITIONS TO THE MERGER

    Each party's obligation to effect the merger is subject to the satisfaction
or waiver of a number of conditions, including the following:

    - the adoption of the merger agreement by the holders of a majority of all
      outstanding shares of common stock as of the record date;

    - the absence of any injunction or other order issued by any court or
      governmental authority prohibiting or restricting the merger, provided
      that prior to asserting this condition each of the parties shall have used
      its best efforts to prevent the entry of any such injunction or other
      order and to appeal as promptly as possible any such judgment that may be
      entered; and

    - the conditions to the consummation of the related acquisitions of Bacou
      S.A. and Engineering Henri Bacou, other than the merger, have been
      satisfied or waived. See "SPECIAL FACTORS--The Global
      Transaction--Conditions to the Related Acquisitions."

    The obligation of Christian Dalloz to effect the merger is subject to a
number of conditions, including the following:

    - our representations and warranties shall be true and correct, as of the
      date of the merger agreement and as of the closing date with the same
      effect as though made as of the closing date, except that the accuracy of
      representations and warranties that by their terms speak as of a specified
      date will be determined as of such date. Christian Dalloz shall have
      received a certificate signed on our behalf by our chief executive officer
      or chief financial officer to such effect;

    - we shall have performed in all material respects all our obligations under
      the merger agreement at or prior to the closing date, and Christian Dalloz
      shall have received a certificate signed on our behalf by our chief
      executive officer or chief financial officer to such effect; and

    - there shall be no action, pending or threatened by a governmental entity,
      seeking to (i) challenge the acquisition by Christian Dalloz or Daniel U.
      S. Sub of any of our common stock or order to restrain or prohibit the
      consummation of the merger or any other transaction contemplated by the
      merger agreement, (ii) impose limitations on the ability of Christian
      Dalloz to acquire or hold any shares of our common stock; (iii) prohibit
      Christian Dalloz or any of its subsidiaries from effectively controlling
      in any material respect the business or operations of Bacou USA or its
      subsidiaries, or (iv) restrict the ownership or operation of Bacou USA or
      its subsidiaries by Christian Dalloz.

    Our obligation to effect the merger is subject to the satisfaction or waiver
of a number of conditions, including the following:

    - the representations and warranties of Christian Dalloz and Daniel U. S.
      Sub shall be true and correct, as of the date of the merger agreement and
      as of the closing date with the same effect as though made as of the
      closing date, except that the accuracy of representations and warranties
      that by their terms speak as of a specified date will be determined as of
      such date. We shall have received a certificate signed on behalf of each
      of Christian Dalloz and Daniel U. S. Sub by their respective chief
      executive officer or chief financial officer to such effect; and

    - Christian Dalloz and Daniel U. S. Sub shall have performed in all material
      respects all their obligations under the merger agreement at or prior to
      the closing date, and we shall have received a certificate signed on
      behalf of each of Christian Dalloz and Daniel U. S. Sub by their
      respective chief executive officer or chief financial officer to such
      effect.

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    If the merger agreement is adopted by our stockholders, we do not anticipate
any other material uncertainty surrounding the merger conditions, and we expect
to complete the merger on or before July 31, 2001.

TERMINATION OF THE MERGER AGREEMENT

    The merger agreement may be terminated at any time prior to the effective
time of the merger, either prior to or after the adoption of the merger
agreement by the holders of a majority of all outstanding shares of common stock
as of the record date, by mutual written consent of Christian Dalloz, Daniel U.
S. Sub and Bacou USA.

    Either Christian Dalloz or Bacou USA may terminate the merger agreement if:

    - the merger is not completed on or before December 31, 2001, and the
      terminating party is not in breach of the merger agreement;

    - a governmental entity issues a final and non-appealable ruling permanently
      restraining or prohibiting the merger;

    - upon a vote at a duly held meeting to obtain Bacou USA stockholder
      approval such approval is not obtained; or

    - the agreements forming or governing the acquisition transactions related
      to the merger are terminated in accordance with their terms.

    Christian Dalloz may terminate the merger agreement if Bacou USA commits a
material breach of any covenant, representation or warranty in the merger
agreement, and such breach cannot be or has not been cured within 30 days after
the giving of written notice to Bacou USA of such breach.

    Upon termination, the merger agreement will become void and there shall be
no liability on the part of any party except as provided by the confidentiality
agreement, relating to access to information, and by the French master agreement
relating to fees and expenses incurred in connection with the merger, or to the
extent that such termination results from the willful breach by any party of any
representation, warranty or covenant set forth in the merger agreement.

FEES AND EXPENSES

    The merger agreement provides that all fees and expenses incurred in
connection with the merger agreement, the merger and the other transactions
contemplated by the merger agreement will be paid as described above and
"SPECIAL FACTORS--The Global Transaction--Fees and Expenses." The merger
agreement provides however, that Bacou USA will be responsible for the
reasonable costs and expenses of the oversight committee (including reasonable
costs and expenses of its legal counsel and financial advisors).

AMENDMENT TO THE MERGER AGREEMENT

    The merger agreement may be amended by the parties at any time before or
after the adoption of the merger agreement by the holders of a majority of all
outstanding shares of Bacou USA common stock as of the record date, but after
such adoption of the merger agreement there shall be made no amendment that by
law requires further approval by the stockholders of Bacou USA without the
further approval of such stockholders. The merger agreement may not be amended
except by an instrument in writing signed on behalf of each of the parties.

                                       66
<PAGE>
THE STOCKHOLDER AGREEMENT

    As a condition to the willingness of Christian Dalloz to enter into the
merger agreement, Bacou S.A. has entered into a Company Stockholder Agreement
with Christian Dalloz, dated as of May 29, 2001. As of the date of the
stockholder agreement, Bacou S.A. owned 12,612,600 shares of Bacou USA common
stock, representing as of that date approximately 71.4% of the voting power of
the outstanding shares of Bacou USA common stock. These shares, as well as any
additional shares of capital stock of Bacou USA that Bacou S.A. may acquire
between the date of the stockholder agreement and the effective time of the
merger, are all subject to the stockholder agreement.

    In accordance with the stockholder agreement and subject to certain
exceptions and conditions, Bacou S.A. must, at any meeting of the stockholders
of Bacou USA or in any other circumstances where the vote, consent or other
approval of such stockholders with regard to the merger agreement, the merger or
any other transaction is sought, vote all such shares subject to the stockholder
agreement as follows:

    - in favor of the adoption of the merger agreement;

    - against any other merger agreement or merger, consolidation, combination,
      sale of substantial assets, reorganization, recapitalization, dissolution,
      liquidation or winding up of or by Bacou USA;

    - against any Company Takeover Proposal, as defined in Section 5.02(d) of
      the merger agreement and summarized in "THE MERGER--The Merger
      Agreement--No Solicitation of Other Offers" of this information statement;
      and

    - against any amendment of the Bacou USA Certificate of Incorporation or
      Bacou USA By-laws or any other proposal or transaction involving Bacou USA
      or any of its subsidiaries, which amendment or other proposal or
      transaction would in any manner impede, frustrate, prevent or nullify any
      provision of the merger agreement or the merger, or change in any manner
      the voting rights of any class of Bacou USA common stock.

    Bacou S.A. shall not commit or agree to take any action inconsistent with
the foregoing.

    Furthermore, pursuant to the stockholder agreement Bacou S.A. has appointed
Christian Dalloz, or any individual designated by Christian Dalloz, as Bacou
S.A.'s proxy and attorney-in-fact, with power to vote the shares owned by Bacou
S.A. that are subject to the stockholder agreement in a manner consistent with
the foregoing.

    Pursuant to the stockholder agreement Bacou S.A. has also covenanted as
follows:

    - that it will not sell, transfer, pledge, assign or otherwise dispose of,
      or enter into any contract, option or other arrangement which would have
      that effect, any shares subject to the stockholder agreement to any
      person, other than pursuant to the merger;

    - that it will not enter into any voting arrangement with respect to any
      shares subject to the stockholder agreement;

    - that it will not, nor will it permit any of its representatives, directly
      or indirectly to solicit, initiate or encourage the submission of any
      Company Takeover Proposal, enter into any agreement with respect to any
      Company Takeover Proposal or directly or indirectly take any actions,
      including discussions, negotiations, facilitations of inquiries, and
      furnishing of information, which may reasonably be expected to lead to any
      Company Takeover Proposal;

    - that it will promptly advise Christian Dalloz orally and in writing of any
      Company Takeover Proposal or inquiry to that effect, the identity of the
      person making such proposal or inquiry, and the material terms of such
      proposal or inquiry;

                                       67
<PAGE>
    - that it will use its best efforts to act, assist and cooperate with all
      parties involved toward the end of consummating and making effective, in
      the most expeditious manner practicable, the merger and the other global
      transactions; and

    - that it will not issue any press release nor make any other public
      statement regarding the merger or any other of the global transactions,
      except as contemplated in the French master agreement or as required by
      applicable law, court process or obligations pursuant to any listing
      agreement with any national securities exchange.

    Pursuant to the stockholder agreement Bacou S.A. has consented to and
approved the actions taken by the board of directors of Bacou USA in approving
the merger and the global transactions. Bacou S.A. has also waived and agreed
not to exercise any appraisal rights available to it under Section 262 of the
General Corporation Law of the State of Delaware in connection with the merger.

    The stockholder agreement terminates, other than with respect to the
liability of any party for breach of such agreement prior to such termination,
upon the earliest of the following:

    - the effective time of the merger;

    - the termination of the merger agreement in accordance with its terms; and

    - December 31, 2001.

                                       68
<PAGE>
                                 OTHER MATTERS

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

    The information set forth in the following table is furnished as of
April 12, 2001 with respect to any person (including any "group" as that term is
used in Section 13(d)(3) of the Securities Exchange Act of 1934), who is known
to us to be the beneficial owner of more than 5% of any class of our voting
securities, and as to those shares of our equity securities beneficially owned
by each of our directors and nominees for director, our named executive
officers, and all of our executive officers and directors as a group. There are
no options, warrants or other rights held by any of the persons listed in the
table below which are exercisable within 60 days of the date of the filing of
this information statement, other than the options held by the executive
officers and directors of Bacou USA listed in the section entitled "SPECIAL
FACTORS--Interests of Certain Parties in the Merger and Related Transactions;
Potential Conflicts of Interest" which will automatically vest and be
exercisable upon the effective time of the merger.

<TABLE>
<CAPTION>
                                                              AMOUNT OF BENEFICIAL
                                                                   OWNERSHIP         PERCENT OF
NAME                                                               OF SHARES           CLASS
----                                                          --------------------   ----------
<S>                                                           <C>                    <C>
PRINCIPAL STOCKHOLDERS
Bacou S.A...................................................       12,612,600(1)        71.4%
Brinson Partners, Inc.(2)...................................          930,496(2)         5.3%
UBS AG(2)...................................................          930,496(2)         5.3%

DIRECTORS AND EXECUTIVE OFFICERS
Philippe Bacou..............................................       12,696,400(1)(3)     71.5%
Walter Stepan...............................................          522,900(4)(5)      2.9%
Christophe Bacou............................................           30,400(3)           *
Philip B. Barr..............................................          105,100(5)           *
Karl F. Ericson.............................................           36,400(3)           *
Howard S. Leight............................................           75,000(3)(6)        *
Alfred J. Verrecchia........................................           10,500(3)           *
Alan H. Bennett.............................................           21,250(5)           *
John F. Burt, Jr............................................          287,190(7)         1.6%
Adrien W. Hebert............................................           20,000              *
ALL DIRECTORS AND EXECUTIVE OFFICERS AS A GROUP.............       13,950,640           76.4%
</TABLE>

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

(1) Philippe Bacou is Chairman, President and Chief Executive Officer of Bacou
    S.A. and has sole voting and dispositive power with respect to shares of
    common stock owned by Bacou S.A.

(2) According to its Schedule 13G/A filed with the Securities and Exchange
    Commission ("Commission") on February 13, 2001, Brinson Partners, Inc.
    ("BPI") had, as of December 31, 2000, sole voting power and shared
    dispositive power with respect to 930,496 shares of common stock. On the
    same Schedule 13G/A, UBS AG, through its indirect beneficial subsidiary,
    BPI, had sole voting power and shared dispositive power with respect to the
    same 930,496 shares of common stock. Both BPI and UBS AG disclaim beneficial
    ownership of such securities. UBS Warburg is an affiliate of UBS AG. Shares
    are held by funds managed by Brinson Partners, Inc. and UBS Warburg LLC
    which are affiliates of UBS AG.

(3) Includes, as applicable, the following shares of common stock reserved for
    issuance upon exercise of stock options outstanding pursuant to our 1996
    Non-Employee Director Stock Option Plan, all of which are vested: Mr. P.
    Bacou, 83,800 shares; Mr. C. Bacou, 30,400 shares; Mr. Ericson, 30,400
    shares; Mr. Leight, 10,000 shares; Mr. Verrecchia, 10,000 shares; (all
    directors as a group, 164,600 shares).

                                       69
<PAGE>
(4) Includes 55,440 shares of common stock owned of record by Mr. Stepan's wife.

(5) Includes, as applicable, the following shares of common stock reserved for
    issuance upon exercise of stock options vested as of April 14, 2001 pursuant
    to Bacou USA's 1996 Stock Incentive Plan: Mr. Stepan, 100,000 shares;
    Mr. Barr, 100,000 shares; Mr. Bennett, 11,250 shares; and Mr. Hebert, 20,000
    shares; (all executive officers as a group (including Messrs. Stepan, Barr,
    Bennett and Hebert), 377,250 shares).

(6) Includes 50,000 shares of common stock reserved for issuance upon exercise
    of stock options outstanding pursuant to our 1998 Howard S. Leight Stock
    Option Plan, all of which options are vested and which constitute all
    options reserved for issuance under this plan.

(7) Represents unregistered shares held as part of consideration for exchange of
    Mr. Burt's shares in Biosystems, Inc. in our acquisition of Biosystems.
    Mr. Burt has "piggyback" registration rights with respect to these shares.
    Includes 79,130 shares until recently held in escrow that were allocable to
    Mr. Burt pursuant to an escrow agreement as part of the Biosystems
    acquisition.

*   Less than 1%.

TRANSACTIONS IN COMMON STOCK BY CERTAIN PERSONS

    The following table sets forth certain information concerning purchases and
dispositions of common stock of Bacou USA since April 27, 2001 by Bacou USA and
our subsidiaries, directors and officers. THE TRANSACTIONS BY THE LISTED PERSONS
WERE ALL EXERCISES OF STOCK OPTIONS AS SET FORTH BELOW. OPTION EXERCISE ALSO
INCLUDES A DISPOSITION MADE ON THE SAME DAY IN THE OPEN MARKET. THE PERSONS
LISTED BELOW ARE ALL FORMER EXECUTIVE OFFICERS OR OFFICERS OF OUR SUBSIDIARIES.

<TABLE>
<CAPTION>
                                          NUMBER
                                            OF        NUMBER OF                       WHERE AND HOW
                                          SHARES       SHARES                          TRANSACTION
NAME                        DATE        PURCHASED    DISPOSED OF   PRICE PER SHARE      EFFECTED
----                   --------------   ----------   -----------   ---------------   ---------------
<S>                    <C>              <C>          <C>           <C>               <C>
Elizabeth Duvarney*    April 27, 2001     2,300         2,300          $25.42         Open Market
Joseph Burt**            June 8, 2001     3,000         3,000          $28.08         Open Market
</TABLE>

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

*   Former Marketing Director of a subsidiary of Bacou USA.

**  Former Vice President-Sales of an operating division of Bacou Safety.

PROVISIONS FOR UNAFFILIATED STOCKHOLDERS

    Bacou USA has not made any provisions to grant unaffiliated stockholders
access to the corporate files of Bacou USA in connection with the merger. Bacou
USA has not made any provisions to obtain counsel or appraisal services (at its
expense) for any unaffiliated stockholder in connection with the merger.

PROPOSALS BY STOCKHOLDERS

    Due to the contemplated consummation of the merger, Bacou USA does not
currently expect to hold a 2001 annual meeting of stockholders because,
following the merger, Bacou USA will not be a publicly held company. In the
event the merger is not consummated for any reason, Bacou USA must receive
proposals of stockholders intended to be presented at the 2001 annual meeting of
stockholders at our principal executive offices no later than the tenth day
following our public announcement of the date of our 2001 annual meeting, for
inclusion in our information statement and form of proxy relating to that
meeting.

                                       70
<PAGE>
EXPENSES

    Bacou USA will bear the cost of preparing and mailing the information
statement. Arrangements will also be made with brokerage houses and other
custodians, nominees, and fiduciaries for the forwarding of the information
statement to the beneficial owners of common stock held of record by such
persons, and Bacou USA may reimburse them for their reasonable transaction and
clerical expenses.

EXPERTS

    Our consolidated financial statements for the years ended December 31, 2000
and 1999, and for each of the years 1999 and 2000 incorporated by reference into
this information statement, in reliance upon the reports of KPMG Peat Marwick
LLP, independent certified public accountants, are incorporated by reference
into this information statement, upon the authority of KPMG Peat Marwick LLP as
experts in accounting and auditing.

AVAILABLE INFORMATION

    Bacou USA is subject to the informational reporting requirements of the
Securities Exchange Act of 1934 and in accordance with the Securities Exchange
Act of 1934, Bacou USA files reports, information statements and other
information with the SEC. Such reports, information statements and other
information can be inspected and copies made at the Public Reference Room of the
SEC at 450 Fifth Street, N.W., Washington, D.C. 20549 and the SEC's regional
offices at 7 World Trade Center, New York, New York 10048 and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661.
Copies of such material can also be obtained from the Public Reference Section
of the SEC at its Washington address at prescribed rates. Information regarding
the operation of the Public Reference Room may be obtained by calling the SEC at
1-800-SEC-0330. Copies of such material may also be accessed through the SEC's
web site at www.sec.gov. Bacou USA's common stock is listed on the NYSE under
the symbol "BAU." Such materials may be inspected at the offices of the NYSE, 20
Broad Street, New York, New York 10005.

    Bacou USA and Christian Dalloz have filed a Schedule 13E-3 with the SEC with
respect to the merger. As permitted by the SEC, this information statement omits
certain information contained in the Schedule 13E-3. The Schedule 13E-3,
including any amendments and exhibits filed or incorporated by reference as a
part of it, is available for inspection or copying as set forth above.
Statements contained in this information statement or in any document
incorporated in this information statement by reference regarding the contents
of any contract or other document are not necessarily complete and each such
statement is qualified in its entirety by reference to such contract or other
document filed as an exhibit with the SEC.

    You should rely only on the information contained or incorporated by
reference in this information statement in considering the merger. Bacou USA has
not authorized anyone to provide you with information that is different from
what is contained in this information statement. This information statement is
dated June   , 2001.

    You should not assume that the information contained in this information
statement is accurate as of any date other than that date, and the mailing of
this information statement to stockholders does not create any implication to
the contrary. This information statement does not constitute a solicitation of a
proxy in any jurisdiction where, or to or from any person to whom, it is
unlawful to make such proxy solicitation in such jurisdiction.

                                       71
<PAGE>
INFORMATION INCORPORATED BY REFERENCE

    Our Annual Report on Form 10-K for the years ended December 31, 1999 and
December 31, 2000, our Form 10-K/A for the year ended December 31, 2000 and our
Quarterly Report on Form 10-Q for the quarter ended March 31, 2001, each filed
by us with the SEC (Commission File No. 001-14311) are incorporated by reference
into this information statement. Our 10-Ks and 10-Q are not presented in this
information statement or delivered with it, but are available (without exhibits,
unless the exhibits are specifically incorporated in this information statement
by reference) to any person, including any beneficial owner, to whom this
information statement is delivered, without charge, upon written request
directed to us at 10 Thurber Boulevard, Smithfield, Rhode Island 02917,
Attention: General Counsel. Copies of our 10-Ks and 10-Qs so requested will be
sent, within one business day of receipt of such request, by first class mail,
postage paid.

    All documents Bacou USA files pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Exchange Act after the date of this information statement and prior to
the date of the special meeting shall be deemed to be incorporated by reference
in this information statement and to be a part of this information statement
from the respective dates of filing of such documents. Any statement contained
in this information statement or in a document incorporated or deemed to be
incorporated by reference in this information statement shall be deemed to be
modified or superseded for purposes of this information statement to the extent
that a statement contained in any subsequently filed document that also is or is
deemed to be incorporated by reference in this proxy modifies or supersedes such
statement. Any such statement so modified or superseded shall not be deemed,
except as so modified or superseded, to constitute a part of this information
statement. Any references to Private Securities Litigation Reform Act in Bacou
USA's publicly-filed documents which are incorporated by reference into this
information statement are specifically not incorporated by reference into this
information statement.

                                       72
<PAGE>
    NO PERSONS HAVE BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATIONS OTHER THAN THOSE CONTAINED, OR INCORPORATED BY REFERENCE, IN
THIS INFORMATION STATEMENT, AND IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATIONS MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY US OR ANY
OTHER PERSON. BACOU USA HAS SUPPLIED ALL INFORMATION CONTAINED IN THIS
INFORMATION STATEMENT RELATING TO BACOU USA, AND CHRISTIAN DALLOZ HAS SUPPLIED
ALL INFORMATION CONTAINED IN THIS INFORMATION STATEMENT RELATING TO CHRISTIAN
DALLOZ, AND THEIR AFFILIATES.

                                          By order of the Board of Directors

                                          /s/ PHILIP B. BARR
                                          --------------------------------------
                                          Philip B. Barr
                                          President and Chief Executive Officer

June 14, 2001

                                       73
<PAGE>
                                                                      APPENDIX A

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

                                                                  EXECUTION COPY

                          AGREEMENT AND PLAN OF MERGER

                            DATED AS OF MAY 29, 2001

                                     AMONG

                               CHRISTIAN DALLOZ,

                             DANIEL U. S. SUB, INC.

                                      AND

                                BACOU USA, INC.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                             --------
<S>            <C>                                                           <C>
ARTICLE I
THE MERGER

SECTION 1.01.  The Merger..................................................         1
SECTION 1.02.  Closing.....................................................         2
SECTION 1.03.  Effective Time..............................................         2
SECTION 1.04.  Effects.....................................................         2
SECTION 1.05.  Certificate of Incorporation and By-Laws....................         2
SECTION 1.06.  Directors...................................................         2
SECTION 1.07.  Officers....................................................         2

ARTICLE II
EFFECT ON THE CAPITAL STOCK OF THE
CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

SECTION 2.01.  Effect on Capital Stock.....................................         2
SECTION 2.02.  Exchange of Certificates....................................         3

ARTICLE III
REPRESENTATIONS AND WARRANTIES OF THE COMPANY

SECTION 3.01.  Organization, Standing and Power............................         5
SECTION 3.02.  Authority; Execution and Delivery; Enforceability...........         5
SECTION 3.03.  Consents....................................................         6
SECTION 3.04   SEC Documents...............................................         6
SECTION 3.05.  Absence of Certain Changes or Events........................         7

ARTICLE IV
REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

SECTION 4.01.  Organization, Standing and Power............................         8
SECTION 4.02.  Authority; Execution and Delivery; Enforceability...........         8
SECTION 4.03.  Consents....................................................         8
SECTION 4.04.  Broker's or Finder's Fee....................................         8
SECTION 4.05.  Financing...................................................         8

ARTICLE V
COVENANTS RELATING TO CONDUCT OF BUSINESS

SECTION 5.01.  Conduct of Business.........................................         9
SECTION 5.02.  No Solicitation.............................................        11

ARTICLE VI
ADDITIONAL AGREEMENTS

SECTION 6.01.  Preparation of Proxy Statement; Stockholder Meeting.........        12
SECTION 6.02.  Access to Information; Confidentiality......................        13
SECTION 6.03.  Reasonable Best Efforts; Notification.......................        13
SECTION 6.04.  Stock Options...............................................        14
SECTION 6.05.  Benefit Plans...............................................        14
SECTION 6.06.  Indemnification, Exculpation and Insurance..................        15
SECTION 6.07.  Fees and Expenses...........................................        16
SECTION 6.08.  Public Announcements........................................        16
</TABLE>

                                      A-i
<PAGE>

<TABLE>
<CAPTION>
                                                                               PAGE
                                                                             --------
<S>            <C>                                                           <C>
SECTION 6.09.  Transfer Taxes..............................................        16

ARTICLE VII
CONDITIONS PRECEDENT

SECTION 7.01.  Conditions to Each Party's Obligations To Effect the
                 Merger....................................................        16
SECTION 7.02.  Conditions to Obligations of Parent and Sub.................        16
SECTION 7.03.  Condition to Obligations of the Company.....................        17

ARTICLE VIII
Termination, Amendment and Waiver

SECTION 8.01.  Termination.................................................        18
SECTION 8.02.  Effect of Termination.......................................        18
SECTION 8.03.  Amendment...................................................        18
SECTION 8.04.  Extension; Waiver...........................................        18

ARTICLE IX
GENERAL PROVISIONS

SECTION 9.01.  Nonsurvival of Representations and Warranties...............        18
SECTION 9.02.  Notices.....................................................        19
SECTION 9.03.  Definitions.................................................        19
SECTION 9.04.  Interpretation..............................................        20
SECTION 9.05.  Severability................................................        20
SECTION 9.06.  Counterparts................................................        20
SECTION 9.07.  Entire Agreement; No Third-Party Beneficiaries..............        20
SECTION 9.08.  Governing Law...............................................        20
SECTION 9.09.  Assignment..................................................        20
SECTION 9.10.  Enforcement.................................................        20
</TABLE>

                                      A-ii
<PAGE>
                                              AGREEMENT AND PLAN OF MERGER dated
                                          as of May 29, 2001, among CHRISTIAN
                                          DALLOZ, a societe anonyme duly
                                          incorporated and legally existing
                                          under the laws of the Republic of
                                          France ("Parent"), DANIEL U. S.
                                          SUB, INC., a Delaware corporation
                                          ("Sub"), and a wholly owned subsidiary
                                          of Parent, and BACOU USA, INC., a
                                          Delaware corporation (the "Company"),
                                          and a majority-owned subsidiary of
                                          BACOU SA, a societe anonyme duly
                                          incorporated and legally existing
                                          under the laws of the Republic France
                                          (the "Principal Company Stockholder").

    WHEREAS the Board of Directors of Sub has approved and declared advisable,
and the Board of Directors of Parent has approved, this Agreement and the merger
of Sub with and into the Company, upon the terms and subject to the conditions
set forth in this Agreement (the "Merger"), whereby each issued and outstanding
share of Common Stock, par value $.001 per share, of the Company (the "Company
Common Stock") not owned by Parent, Sub, the Company or the Principal Company
Stockholder, shall be converted into the right to receive $28.50 in cash;

    WHEREAS an oversight committee (the "Oversight Committee") of independent
members of the Board of Directors of the Company (the "Company Board") has
(i) approved this Agreement and the Merger, (ii) recommended the approval of
this Agreement and the Merger by the Company Board and (iii) determined that
this Agreement and the Merger are advisable and in the best interests of the
Company and each of the holders of the Company Common Stock other than the
Principal Company Stockholder;

    WHEREAS the Company Board, subsequent to the recommendation of the Oversight
Committee, has (i) approved the Merger and this Agreement, (ii) determined that
this Agreement and the Merger are advisable and in the best interests of the
Company and each of the holders of the Company Common Stock other than the
Principal Company Stockholder and (iii) recommended the adoption of this
Agreement by each of the holders of the Company Common Stock other than the
Principal Company Stockholder;

    WHEREAS simultaneously with the execution and delivery of this Agreement,
Parent and the Principal Company Stockholder are entering into an agreement (the
"Company Stockholder Agreement") pursuant to which the Principal Company
Stockholder will agree to take specified actions in furtherance of the Merger;
and

    WHEREAS Parent, Sub and the Company desire to make certain representations,
warranties, covenants and agreements in connection with the Merger and also to
prescribe various conditions to the Merger.

    NOW, THEREFORE, the parties hereto agree as follows:

                                   ARTICLE I
                                   THE MERGER

    SECTION 1.01.  THE MERGER.  On the terms and subject to the conditions set
forth in this Agreement, and in accordance with the General Corporation Law of
the State of Delaware (the "DGCL"), Sub shall be merged with and into the
Company at the Effective Time (as defined in Section 1.03). At the Effective
Time, the separate corporate existence of Sub shall cease and the Company shall
continue as the surviving corporation (the "Surviving Corporation"). At the
election of

                                      A-1
<PAGE>
Parent, any direct or indirect subsidiary of Parent may be substituted for Sub
as a constituent corporation in the Merger. In such event, the parties shall
execute an appropriate amendment to this Agreement in order to reflect the
foregoing.

    SECTION 1.02.  CLOSING.  The closing (the "Closing") of the Merger shall
take place at the location of, and immediately prior to, the closing of the
Contribution Agreement (as defined in the Master Agreement dated as of the date
hereof relating to the combination of Parent and the Company Principal
Stockholder (the "Master Agreement")), as soon as practicable after (a) all the
conditions set forth in Article VII shall have been satisfied (or, to the extent
permitted by law, waived by the parties entitled to the benefits thereof) and
(b) all the conditions precedent to the consummation of the Contribution
Agreement, other than the Merger, shall have been satisfied or waived, or at
such other place, time and date as shall be agreed in writing between Parent and
the Company. The date on which the Closing occurs is referred to in this
Agreement as the "Closing Date".

    SECTION 1.03.  EFFECTIVE TIME.  Prior to the Closing, the parties shall
prepare, and on the Closing Date or as soon as practicable thereafter shall file
with the Secretary of State of the State of Delaware, a certificate of merger or
other appropriate documents (in any such case, the "Certificate of Merger")
executed in accordance with the relevant provisions of the DGCL and shall make
all other filings or recordings required under the DGCL. The Merger shall become
effective at such time as the Certificate of Merger is duly filed with such
Secretary of State, or at such later time as Parent and the Company shall agree
and specify in the Certificate of Merger (the time the Merger becomes effective
being the "Effective Time").

    SECTION 1.04.  EFFECTS.  The Merger shall have the effects set forth in this
Agreement and Section 259 of the DGCL.

    SECTION 1.05.  CERTIFICATE OF INCORPORATION AND BY-LAWS.  (a) The
Certificate of Incorporation of the Company shall be amended at the Effective
Time to read in the form of Exhibit A, and, as so amended, such Certificate of
Incorporation shall be the Certificate of Incorporation of the Surviving
Corporation until thereafter changed or amended as provided therein or by
applicable law.

        (b) The By-laws of Sub as in effect immediately prior to the Effective
    Time shall be the By-laws of the Surviving Corporation until thereafter
    changed or amended as provided therein or by applicable law.

    SECTION 1.06.  DIRECTORS.  The directors of Sub immediately prior to the
Effective Time shall be the directors of the Surviving Corporation, until the
earlier of their resignation or removal or until their respective successors are
duly elected and qualified, as the case may be.

    SECTION 1.07.  OFFICERS.  The officers of the Company immediately prior to
the Effective Time shall be the officers of the Surviving Corporation, until the
earlier of their resignation or removal or until their respective successors are
duly elected or appointed and qualified, as the case may be.

                                   ARTICLE II
                       EFFECT ON THE CAPITAL STOCK OF THE
               CONSTITUENT CORPORATIONS; EXCHANGE OF CERTIFICATES

    SECTION 2.01.  EFFECT ON CAPITAL STOCK.  At the Effective Time, by virtue of
the Merger and without any action on the part of the holder of any shares of
Company Common Stock or any shares of capital stock of Sub:

        (a)  CAPITAL STOCK OF SUB.  Each issued and outstanding share of capital
    stock of Sub shall be converted into and become one fully paid and
    nonassessable share of common stock of the Surviving Corporation.

                                      A-2
<PAGE>
        (b)  CANCELATION OF CERTAIN STOCK.  Each share of Company Common Stock
    that is owned by the Company, Parent or Sub shall no longer be outstanding
    and shall automatically be canceled and shall cease to exist and no
    consideration shall be delivered or deliverable in exchange therefor. Each
    share of Company Common Stock that is owned by any subsidiary of the Company
    or Parent (other than Sub) shall automatically be converted into one fully
    paid and nonassessable share of common stock of the Surviving Corporation.
    Each share of the Company Common Stock that is owned by the Principal
    Company Stockholder shall remain outstanding as a share of common stock of
    the Surviving Corporation.

        (c)  CONVERSION OF COMPANY COMMON STOCK.  (i) Except as otherwise
    provided in Sections 2.01(b) and 2.01(d), each issued share of Company
    Common Stock shall be converted into the right to receive $28.50 in cash.

           (ii) The cash payable upon the conversion of shares of Company Common
       Stock pursuant to this Section 2.01(c) is referred to collectively as the
       "Merger Consideration". As of the Effective Time, all such shares of
       Company Common Stock shall no longer be outstanding and shall
       automatically be canceled and shall cease to exist, and each holder of a
       certificate representing any such shares of Company Common Stock shall
       cease to have any rights with respect thereto, except the right to
       receive Merger Consideration upon surrender of such certificate in
       accordance with Section 2.02, without interest.

        (d)  APPRAISAL RIGHTS.  Notwithstanding anything in this Agreement to
    the contrary, but only to the extent required by DGCL, shares of Company
    Common Stock that are outstanding immediately prior to the Effective Time
    and that are held by any person who is entitled to demand and properly
    demands appraisal of such shares ("Appraisal Shares") in connection with the
    Merger pursuant to, and who complies in all respects with, Section 262 of
    the DGCL ("Section 262") shall not be converted into the right to receive
    the Merger Consideration as provided in Section 2.01(c), but rather the
    holders of Appraisal Shares shall be entitled to such consideration as may
    be determined to be due to such dissenting stockholders pursuant to
    Section 262; provided, however, that if any such holder shall fail to
    perfect or otherwise shall waive, withdraw or lose the right to appraisal
    under Section 262, then the right of such holder to be paid the fair value
    of such holder's Appraisal Shares shall cease and such Appraisal Shares
    shall be deemed to have been converted as of the Effective Time into, and to
    have become exchangeable solely for the right to receive, the Merger
    Consideration as provided in Section 2.01(c). The Company shall serve prompt
    notice to Parent of any demands received by the Company for appraisal of any
    shares of Company Common Stock, and Parent shall have the right to
    participate in and direct all negotiations and proceedings with respect to
    such demands. Prior to the Effective Time, the Company shall not, without
    the prior written consent of Parent, make any payment with respect to, or
    settle or offer to settle, any such demands, or agree to do any of the
    foregoing.

    SECTION 2.02.  EXCHANGE OF CERTIFICATES.  (a) PAYING AGENT. Prior to the
Effective Time, Parent shall select a bank or trust company, reasonably
acceptable to the Company, to act as paying agent (the "Paying Agent") for the
payment of the Merger Consideration upon surrender of certificates representing
Company Common Stock converted pursuant to Section 2.01(c). Immediately after
the Effective Time, Parent shall provide to the Paying Agent cash necessary to
pay for the shares of Company Common Stock converted into the right to receive
cash pursuant to Section 2.01(c) (such cash being hereinafter referred to as the
"Exchange Fund").

        (b)  EXCHANGE PROCEDURE.  As soon as reasonably practicable after the
    Effective Time, the Paying Agent shall mail to each holder of record of a
    certificate or certificates (the "Certificates") that immediately prior to
    the Effective Time represented outstanding shares of Company Common Stock
    whose shares were converted into the right to receive Merger Consideration
    pursuant to Section 2.01, (i) a letter of transmittal (which shall specify
    that delivery shall be effected, and risk

                                      A-3
<PAGE>
    of loss and title to the Certificates shall pass, only upon delivery of the
    Certificates to the Paying Agent and shall be in such form and have such
    other provisions as Parent may reasonably specify) and (ii) instructions for
    use in effecting the surrender of the Certificates in exchange for Merger
    Consideration. Upon surrender of a Certificate for cancelation to the Paying
    Agent or to such other agent or agents as may be appointed by Parent,
    together with such letter of transmittal, duly executed, and such other
    documents as may reasonably be required by the Paying Agent, the holder of
    such Certificate shall be entitled to receive in exchange therefor the
    amount of cash payable pursuant to Section 2.01, and the Certificate so
    surrendered shall forthwith be canceled. In the event of a transfer of
    ownership of Company Common Stock that is not registered in the transfer
    records of the Company, payment may be made to a person other than the
    person in whose name the Certificate so surrendered is registered, if such
    Certificate shall be properly endorsed or otherwise be in proper form for
    transfer and the person requesting such payment shall pay any transfer or
    other taxes required by reason of the payment to a person other than the
    registered holder of such Certificate or establish to the satisfaction of
    Parent that such tax has been paid or is not applicable. Until surrendered
    as contemplated by this Section 2.02, each Certificate shall be deemed at
    any time after the Effective Time to represent only the right to receive
    upon such surrender the amount of cash, without interest, payable pursuant
    to Section 2.01. No interest shall be paid or accrue on the cash payable
    upon surrender of any Certificate.

        (c)  NO FURTHER OWNERSHIP RIGHTS IN COMPANY COMMON STOCK.  The Merger
    Consideration paid in accordance with the terms of this Article II upon
    conversion of any shares of Company Common Stock shall be deemed to have
    been paid in full satisfaction of all rights pertaining to such shares of
    Company Common Stock, subject, however, to the Surviving Corporation's
    obligation to pay any dividends or make any other distributions with a
    record date prior to the Effective Time that may have been declared or made
    by the Company on such shares of Company Common Stock in accordance with the
    terms of this Agreement or prior to the date of this Agreement and which
    remain unpaid at the Effective Time, and after the Effective Time there
    shall be no further registration of transfers on the stock transfer books of
    the Surviving Corporation of shares of Company Common Stock that were
    outstanding immediately prior to the Effective Time and converted into the
    right to receive the Merger Consideration pursuant to Section 2.01(c). If,
    after the Effective Time, any certificates formerly representing shares of
    Company Common Stock are presented to the Surviving Corporation or the
    Paying Agent for any reason, they shall be canceled and exchanged or
    otherwise treated as provided in this Article II.

        (d)  TERMINATION OF EXCHANGE FUND.  Any portion of the Exchange Fund
    that remains undistributed to the holders of Company Common Stock for nine
    months after the Effective Time shall be delivered to Parent, upon demand,
    and any holder of Company Common Stock who has not theretofore complied with
    this Article II shall thereafter look only to Parent for payment of its
    claim for Merger Consideration.

        (e)  NO LIABILITY.  None of Parent, Sub, the Company or the Paying Agent
    shall be liable to any person in respect of any cash from the Exchange Fund
    delivered to a public official pursuant to any applicable abandoned
    property, escheat or similar applicable law.

        (f)  INVESTMENT OF EXCHANGE FUND.  The Paying Agent shall invest any
    cash included in the Exchange Fund, as directed by Parent, on a daily basis
    in direct obligations of the United States, obligations for which the full
    faith and credit of the United States is pledged to provide for the payment
    of principal and interest, commercial paper rated of the highest quality by
    Moody's Investors Services, Inc. or Standard & Poor's Ratings Group or
    certificates of deposit, bank repurchase agreements or bankers' acceptances
    of a commercial bank having at least $1,000,000,000 in assets (collectively,
    "Permitted Investments") or in money market funds which

                                      A-4
<PAGE>
    are invested in Permitted Investments. Any interest and other income
    resulting from such investments shall be paid to Parent.

        (g)  WITHHOLDING RIGHTS.  Parent, the Surviving Corporation or the
    Exchange Agent shall be entitled to deduct and withhold from the
    consideration otherwise payable to any holder of Company Common Stock
    pursuant to this Agreement such amounts as may be required to be deducted
    and withheld with respect to the making of such payment under the Internal
    Revenue Code of 1986, as amended (the "Code"), or under any provision of
    state, local or foreign tax law.

        (h)  LOST, STOLEN OR DESTROYED CERTIFICATES.  In the event any
    Certificate shall have been lost, stolen or destroyed, upon the making of an
    affidavit of that fact by the person claiming such Certificate to be lost,
    stolen or destroyed, the Paying Agent shall issue in exchange for such lost,
    stolen or destroyed Certificate the Merger Consideration deliverable in
    respect thereof as determined in accordance with this Article II; provided,
    however, that the person to whom the Merger Consideration is paid shall, as
    a condition precedent to the payment thereof, give the Surviving Corporation
    a bond in such sum as it may direct or otherwise indemnify the Surviving
    Corporation in a manner reasonably satisfactory to it against any claim that
    may be made against the Surviving Corporation with respect to the
    Certificate claimed to have been lost, stolen or destroyed.

                                  ARTICLE III
                 REPRESENTATIONS AND WARRANTIES OF THE COMPANY

    The Company represents and warrants to Parent and Sub that, except as set
forth in the Schedules to this Agreement and as disclosed in Company SEC
Documents:

    SECTION 3.01.  ORGANIZATION, STANDING AND POWER.  Each of the Company and
each of its subsidiaries (the "Company Subsidiaries") is duly organized, validly
existing and in good standing under the laws of the jurisdiction in which it is
organized and has full corporate or other power and authority and possesses all
governmental franchises, licenses, permits, authorizations and approvals
necessary to enable it to own, lease or otherwise hold its properties and assets
and to conduct its businesses as presently conducted, other than such
franchises, licenses, permits, authorizations and approvals the lack of which,
individually or in the aggregate, has not had and would not reasonably be
expected to have a material adverse effect on the ability of the Company to
perform its obligations under this Agreement, a material adverse effect on the
ability of the Company to consummate the Merger and the other transactions
contemplated hereby or a material adverse effect on the business, financial
condition or results of operations of the Company and the Company Subsidiaries,
taken as a whole, other than any such effect arising out of or resulting from
(i) changes in general economic conditions, (ii) general changes or developments
in the industries in which the Company and the Company Subsidiaries operate and
(iii) facts or events that are primarily and directly attributable to the
announcement of this Agreement and the transactions contemplated hereby (a
"Company Material Adverse Effect"). The Company has made available to Parent
true and complete copies of the certificate of incorporation of the Company, as
amended to the date of this Agreement (as so amended, the "Company Charter"),
and the By-laws of the Company, as amended to the date of this Agreement (as so
amended, the "Company By-laws"), and the comparable charter and organizational
documents of each Company Subsidiary, in each case as amended through the date
of this Agreement.

    SECTION 3.02.  AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.  (a) The
Company has all requisite corporate power and authority to execute and deliver
this Agreement, to perform its obligations hereunder and, subject to obtaining
the Company Stockholder Approval, to consummate the transactions contemplated
hereby. The execution and delivery by the Company of this Agreement and the
consummation by the Company of the transactions contemplated hereby have been
duly authorized by all necessary corporate action on the part of the Company,
subject, in the case of the Merger, to

                                      A-5
<PAGE>
receipt of the Company Stockholder Approval (as defined in Section 6.01(b)).
Except for the Company Stockholder Approval, no other corporate action on the
part of the Company is necessary to authorize the execution, delivery and
performance of this Agreement and the consummation by it of the transactions
contemplated hereby. The Company has duly executed and delivered this Agreement,
and, assuming its due execution and delivery by the other parties hereto, this
Agreement constitutes its legal, valid and binding obligation, enforceable
against it in accordance with its terms, except to the extent that its
enforceability may be subject to applicable bankruptcy, insolvency,
reorganization, moratorium and similar laws affecting the enforcement of
creditors' rights generally and by general equitable principles.

        (b) The Oversight Committee has (i) approved this Agreement and the
    Merger, (ii) recommended the adoption of this Agreement and the Merger by
    the Company Board and (iii) determined that this Agreement and the Merger
    are advisable and in the best interests of the Company and each of the
    holders of the Company Common Stock other than the Principal Company
    Stockholder. The Company Board, after a unanimous recommendation of the
    Oversight Committee, at a meeting duly called and held, has (i) determined
    that this Agreement and the Merger are advisable and in the best interests
    of the Company and each of the holders of the Company Common Stock other
    than the Principal Company Stockholder, (ii) approved this Agreement and the
    Merger in accordance with the requirements of the DGCL, (iii) resolved to
    recommend the adoption of this Agreement and the Merger by its stockholders
    other than the Principal Company Stockholder and (iv) adopted resolutions
    and taken all necessary actions to terminate the Letter Agreement dated
    July 13, 2000, among Jacqueline Maggi Bacou, Christophe Bacou, Philippe
    Bacou, Veronique Mirabel and the Company. UBS Warburg LLC has delivered to
    the Oversight Committee its opinion that the consideration to be paid in the
    Merger to each of the holders of the Company Common Stock other than the
    Principal Company Stockholder is fair to such holder from a financial point
    of view ("UBS Warburg LLC Fairness Opinion").

    SECTION 3.03.  CONSENTS.  No consent, approval, license, permit, order or
authorization of, or registration, declaration or filing with, or permit from,
any Federal, state, local or foreign government or any court of competent
jurisdiction, administrative agency or commission or other governmental
authority or instrumentality, domestic or foreign (a "Governmental Entity") is
required to be obtained or made by or with respect to the Company or any Company
Subsidiary in connection with the execution, delivery and performance of this
Agreement or the consummation of the transactions contemplated hereby, other
than (i) compliance with and filings under (A) the Hart-Scott-Rodino Antitrust
Improvements Act of 1976, as amended (the "HSR Act") and (B) the merger
regulations of the Republic of Ireland (the "Irish Merger Regulation"),
(ii) the filing with the SEC of (A) a proxy statement or an information
statement, as the case may be, relating to the adoption of this Agreement by the
Company's stockholders (the "SEC Statement") and (B) such reports under
Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), as may be required in connection with this Agreement, the Merger and the
other transactions contemplated hereby, (iii) the filing of the Certificate of
Merger with the Secretary of State of the State of Delaware and appropriate
documents with the relevant authorities of the other jurisdictions in which the
Company is qualified to do business, (iv) such filings as may be required in
connection with the taxes described in Section 6.09, (v) filings under any
applicable state takeover law and (vi) such other items (A) that may be required
under the applicable law of any foreign country, (B) required solely by reason
of the participation of Parent (as opposed to any third party) in the
transactions contemplated hereby or (C) that, individually or in the aggregate,
have not had and would not reasonably be expected to have a Company Material
Adverse Effect.

    SECTION 3.04.  SEC DOCUMENTS.  The Company has filed all reports, schedules,
forms, statements and other documents required to be filed by the Company with
the Securities and Exchange Commission (the "SEC") since December 31, 1997 (the
"Company SEC Documents"). As of its

                                      A-6
<PAGE>
respective date, each Company SEC Document complied in all material respects
with the requirements of the Exchange Act, or the Securities Act of 1933, as
amended (the "Securities Act"), as the case may be, and the rules and
regulations of the SEC promulgated thereunder applicable to such Company SEC
Document, and did not contain any untrue statement of a material fact or omit to
state a material fact required to be stated therein or necessary in order to
make the statements therein, in light of the circumstances under which they were
made, not misleading. Except to the extent that information contained in any
Company SEC Document has been revised or superseded by a later filed Company SEC
Document, none of the Company SEC Documents contains any untrue statement of a
material fact or omits to state any material fact required to be stated therein
or necessary in order to make the statements therein, in light of the
circumstances under which they were made, not misleading.

    SECTION 3.05.  ABSENCE OF CERTAIN CHANGES OR EVENTS.  Except as disclosed in
the Company SEC Documents filed and publicly available prior to the date of this
Agreement (the "Filed Company SEC Documents") or in connection with the
transactions contemplated by this Agreement, from the date of the most recent
audited financial statements included in the Filed Company SEC Documents to the
date of this Agreement, the Company has conducted its business only in the
ordinary course, and during such period there has not been:

           (i) any event, change, effect or development that, individually or in
       the aggregate, has had or would reasonably be expected to have a Company
       Material Adverse Effect;

           (ii) any declaration, setting aside or payment of any dividend or
       other distribution (whether in cash, stock or property) with respect to
       any Company Common Stock or any repurchase for value by the Company of
       any Company Common Stock;

           (iii) any split, combination or reclassification of any Company
       Common Stock or any issuance or the authorization of any issuance of any
       other securities in respect of, in lieu of or in substitution for shares
       of Company Common Stock;

           (iv) except as set forth in Schedule 5.01(a)(v), (A) any granting by
       the Company or any Company Subsidiary to any director, officer or
       employee of the Company or any Company Subsidiary of any material
       increase in compensation, except in the ordinary course of business
       consistent with prior practice or as was required under employment
       agreements or benefit plans in effect as of the date of the most recent
       audited financial statements included in or described in the Filed
       Company SEC Documents, (B) any granting by the Company or any Company
       Subsidiary to any such director, officer or employee of any material
       increase in severance or termination pay, except in the ordinary course
       of business consistent with past practice or as was required under any
       employment, severance or termination agreements or benefit plans in
       effect as of the date of the most recent audited financial statements
       included in or described in the Filed Company SEC Documents, or (C) any
       entry by the Company or any Company Subsidiary into, or any material
       amendment of, any employment, severance or termination agreement with any
       such director, officer or employee, except in the ordinary course of
       business, consistent with past practice; or

           (v) any change in accounting methods, principles or practices by the
       Company or any Company Subsidiary materially affecting the consolidated
       assets, liabilities or results of operations of the Company, except
       insofar as may have been required by GAAP.

                                      A-7
<PAGE>
                                   ARTICLE IV
                REPRESENTATIONS AND WARRANTIES OF PARENT AND SUB

    Parent and Sub, jointly and severally, represent and warrant to the Company
as follows:

    SECTION 4.01.  ORGANIZATION, STANDING AND POWER.  Each of Parent and Sub is
duly organized, validly existing and in good standing under the laws of the
jurisdiction in which it is organized and has full corporate power and authority
to conduct its businesses as presently conducted.

    SECTION 4.02.  AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.  Each of
Parent and Sub has all requisite corporate power and authority to execute and
deliver this Agreement, to perform their respective obligations hereunder and,
subject to receiving approval of the Parent stockholders (the "Parent
Stockholder Approval") in connection with the consummation of the French
Transactions (as defined in the Master Agreement), to consummate the
transactions contemplated hereby. The execution and delivery by each of Parent
and Sub of this Agreement and the consummation by each of them of the
transactions contemplated hereby have been duly authorized by all necessary
corporate action on the part of Parent and Sub, subject to receipt of the Parent
Stockholder Approval. Except for the Parent Stockholder Approval, no other
corporate action on the part of either Parent or Sub is necessary to authorize
the execution, delivery and performance of this Agreement by each of Parent and
Sub and the consummation by each of them of the transactions contemplated
hereby. Parent, as sole stockholder of Sub, has, simultaneously with the
execution and delivery of this Agreement, adopted this Agreement. Each of Parent
and Sub has duly executed and delivered this Agreement, and, assuming its due
execution and delivery by the Company, this Agreement constitutes its legal,
valid and binding obligation, enforceable against it in accordance with its
terms, except to the extent that its enforceability may be subject to applicable
bankruptcy, insolvency, reorganization, moratorium and similar laws affecting
the enforcement of creditors' rights generally and by general equitable
principles.

    SECTION 4.03.  CONSENTS.  No consent, approval, license, permit, order or
authorization of, or registration, declaration or filing with, or permit from,
any Governmental Entity is required to be obtained or made by or with respect to
the Parent or Sub or any Subsidiary of Parent or Sub in connection with the
execution, delivery and performance of this Agreement or the consummation of the
transactions contemplated hereby, other than (i) compliance with and filings
under (A) the HSR Act and (B) the Irish Merger Regulation, (ii) the filing of
the Certificate of Merger with the Secretary of State of the State of Delaware
and appropriate documents with the relevant authorities of the other
jurisdictions in which Sub is qualified to do business, (iii) such filings as
may be required in connection with the taxes described in Section 6.09,
(iv) filings under applicable state takeover law and (v) such other items
(A) that may be required under the applicable law of any foreign country,
(B) required solely by reason of the participation of Parent (as opposed to any
third party) in the transactions contemplated hereby or (C) that, individually
or in the aggregate, have not had and would not reasonably be expected to have a
material adverse effect on the ability of Parent to consummate the Merger and
the other transactions contemplated hereby.

    SECTION 4.04.  BROKER'S OR FINDER'S FEE.  Except for Rotschild & Cie (whose
fees and expenses as financial advisor to Parent and Sub shall be paid by Parent
or Sub), no agent, broker, Person or firm acting on behalf of Parent or Sub is,
or shall be, entitled to any fee, commission or broker's or finder's fees from
any of the parties hereto, or from any Person controlling, controlled by, or
under common control with any of the parties hereto, in connection with this
Agreement or any of the transactions contemplated hereby.

    SECTION 4.05.  FINANCING.  Parent has or shall have, or shall have financing
commitments in place, at such time or times as such funds may be required,
sufficient financing (i) to pay any fees and expenses in connection with the
transactions contemplated hereby, (ii) to satisfy the obligations to pay any
existing indebtedness that is required to be repaid by the Company or any
Company Subsidiary as a result of the transactions contemplated hereby and
(iii) to provide to Sub sufficient funds in full to consummate the Merger in
accordance with this Agreement.

                                      A-8
<PAGE>
                                   ARTICLE V
                   COVENANTS RELATING TO CONDUCT OF BUSINESS

    SECTION 5.01.  CONDUCT OF BUSINESS.  (a) Conduct of Business by the Company.
Except as otherwise expressly permitted by this Agreement, from the date of this
Agreement to the Effective Time the Company shall, and shall cause each Company
Subsidiary to, conduct its business in the usual, regular and ordinary course in
substantially the same manner as previously conducted and use all reasonable
efforts to preserve intact its current business organization, keep available the
services of its current officers and employees and keep its relationships with
customers, suppliers, licensors, licensees, distributors and others having
business dealings with them to the end that its goodwill and ongoing business
shall be unimpaired at the Effective Time. In addition, and without limiting the
generality of the foregoing, except for matters expressly permitted by this
Agreement, from the date of this Agreement to the Effective Time, the Company
shall not, and shall not permit any Company Subsidiary to, do any of the
following without the prior written consent of Parent:

           (i) (A) declare, set aside or pay any dividends on, or make any other
       distributions in respect of, any of its capital stock, other than
       dividends and distributions by a direct or indirect wholly owned
       subsidiary of the Company to its parent, (B) split, combine or reclassify
       any of its capital stock or issue or authorize the issuance of any other
       securities in respect of, in lieu of or in substitution for shares of its
       capital stock, or (C) purchase, redeem or otherwise acquire any shares of
       capital stock of the Company or any Company Subsidiary or any other
       securities thereof or any rights, warrants or options to acquire any such
       shares or other securities;

           (ii) except for the financings contemplated in connection with this
       Agreement and the French Transactions, issue, deliver, sell, pledge or
       otherwise encumber any shares of its capital stock, any other equity or
       voting interests or any securities convertible into, or exchangeable for,
       or any options, warrants, calls or rights to acquire, any such shares,
       voting securities or convertible securities or any stock appreciation
       rights or other rights that are linked to the price of Company Common
       Stock (other than the issuance of shares of Company Common Stock upon the
       exercise of Company stock options in accordance with the terms of such
       options as in effect on the date of this Agreement);

           (iii) amend its certificate of incorporation, by-laws or other
       comparable charter or organizational documents;

           (iv) acquire or agree to acquire (A) by merging or consolidating
       with, or by purchasing a substantial equity interest in or portion of the
       assets of, or by any other manner, any business or any corporation,
       partnership, joint venture, association or other business organization or
       division thereof or (B) any assets other than immaterial assets in the
       ordinary course of business consistent with past practice;

           (v) except as set forth in Schedule 5.01(a)(v), (A) grant to any
       employee, officer or director of the Company or any Company Subsidiary
       any increase in compensation, except to the extent required under
       employment agreements or benefit plans in effect as of the date of the
       most recent audited financial statements included in or described in the
       Filed Company SEC Documents and except in the ordinary course of business
       consistent with past practice, (B) grant to any employee, officer or
       director of the Company or any Company Subsidiary any increase in
       severance or termination pay, except to the extent required under any
       agreement or benefit plans in effect as of the date of the most recent
       audited financial statements included in or described in the Filed
       Company SEC Documents and except in the ordinary course of business
       consistent with past practice, (C) enter into any employment, consulting,
       indemnification, severance or termination agreement with any such
       employee, officer or

                                      A-9
<PAGE>
       director, except in the ordinary course of business consistent with past
       practice, (D) establish, adopt, enter into or amend in any material
       respect any collective bargaining agreement or Company benefit plan,
       except in the ordinary course of business consistent with past practice
       or (E) take any action to accelerate any rights or benefits, or make any
       material determinations not in the ordinary course of business consistent
       with past practice, under any collective bargaining agreement or Company
       benefit plan;

           (vi) make any change in accounting methods, principles or practices
       materially affecting the reported consolidated assets, liabilities or
       results of operations of the Company, except insofar as may have been
       required by GAAP;

           (vii) directly or indirectly sell, lease, license, sell and
       leaseback, or subject to any pledge, lien, charge, mortgage, encumbrance
       or security interest of any kind or nature whatsoever (collectively,
       "Liens") or otherwise dispose of any of its properties or assets or any
       interest therein, except sales of immaterial assets in the ordinary
       course of business consistent with past practice and except in connection
       with the financings relating to this Agreement and the French
       Transactions;

           (viii) (A) repurchase, prepay or incur any indebtedness or guarantee
       any indebtedness of another person or issue or sell any debt securities
       or options, warrants, calls or other rights to acquire any debt
       securities of the Company or any of its subsidiaries, guarantee any debt
       securities of another person, enter into any "keep well" or other
       agreement to maintain any financial statement condition of another person
       or enter into any arrangement having the economic effect of any of the
       foregoing, except for short-term borrowings and repayments incurred in
       the ordinary course of business consistent with past practice or
       (B) make any loans, advances or capital contributions to, or investments
       in, any other person, other than the Company or any Company Subsidiary,
       and other than in connection with the financings relating to this
       Agreement and the French Transactions;

           (ix) (A) pay, discharge or satisfy any claims, liabilities or
       obligations (absolute, accrued, asserted or unasserted, contingent or
       otherwise), other than the payment, discharge or satisfaction, in the
       ordinary course of business consistent with past practice or in
       accordance with their terms, of liabilities reflected or reserved against
       in, or contemplated by, the most recent consolidated financial statements
       (or the notes thereto) of the Company included in the Filed Company SEC
       Documents or incurred in the ordinary course of business consistent with
       past practice, (B) cancel any material indebtedness (individually or in
       the aggregate) or waive any claims or rights of substantial value or
       (C) waive the benefits of, or agree to modify in any manner, any
       confidentiality, standstill or similar agreement to which the Company or
       any Company Subsidiary is a party, except in connection with the
       financings relating to this Agreement and the French Transactions; or

           (x) authorize any of, or commit or agree to take any of, the
       foregoing actions, except in connection with the financings relating to
       this Agreement and the French Transactions.

        (b)  OTHER ACTIONS.  The Company and Parent shall not, and shall not
    permit any of their respective subsidiaries to, take any action that would,
    or that could reasonably be expected to, result in any condition to the
    Merger set forth in Article VII, not being satisfied.

        (c)  CERTAIN TAX MATTERS.  During the period from the date of this
    Agreement to the Effective Time, the Company shall, and shall cause each
    Company Subsidiary to, (i) timely file all material tax returns
    ("Post-Signing Returns") required to be filed by it; (ii) timely pay all
    material taxes due and payable in respect of such Post-Signing Returns that
    are so filed; (iii) accrue a reserve in its books and records and financial
    statements in accordance with past practice for all material taxes payable
    by it for which no Post-Signing Return is due prior to the Effective Time;
    (iv) promptly

                                      A-10
<PAGE>
    notify Parent of any suit, claim, action, investigation, proceeding or audit
    (collectively, "Actions") pending against or with respect to the Company or
    any Company Subsidiary in respect of any material tax and not settle or
    compromise any such Action without Parent's consent; (v) not make any
    material tax election without Parent's consent; and (vi) cause any and all
    existing tax sharing agreements, arrangements and practices with respect to
    taxes to which the Company or any Company Subsidiary is a party or by which
    the Company or any Company Subsidiary is otherwise bound to be terminated as
    of the Closing Date so that after such date neither the Company nor any
    Company Subsidiary shall have any further rights or liabilities thereunder.

        (d)  ADVICE OF CHANGES; FILINGS.  The Company shall (i) confer with
    Parent on a regular and frequent basis to report on operational matters and
    other matters requested by Parent and (ii) promptly advise Parent orally and
    in writing of any change or event that would reasonably be expected to have
    a Company Material Adverse Effect. The Company and Parent shall each
    promptly provide the other copies of all filings made by such party with any
    Governmental Entity in connection with this Agreement and the transactions
    contemplated hereby, other than the portions of such filings that include
    confidential information not directly related to the transactions
    contemplated by this Agreement.

    SECTION 5.02.  NO SOLICITATION.  (a) Except as provided below, the Company
shall not, nor shall it authorize or permit any Company Subsidiary to, nor shall
it authorize or permit any officer, director or employee of, or any investment
banker, attorney or other advisor or representative (collectively,
"Representatives") of, the Company or any Company Subsidiary to, during the
period from the date of this Agreement to the Effective Time, (i) directly or
indirectly solicit, initiate or encourage the submission of, any Company
Takeover Proposal (as defined in Section 5.02(d)), (ii) enter into any agreement
with respect to any Company Takeover Proposal or (iii) directly or indirectly
participate in any discussions or negotiations regarding, or furnish to any
person any information with respect to, or take any other action to facilitate
any inquiries or the making of any proposal that constitutes, or may reasonably
be expected to lead to, any Company Takeover Proposal. Notwithstanding the
foregoing, if the Company, the Company Board or the Oversight Committee, without
being in violation of the terms of this Section 5.02(a), receives an unsolicited
bona fide proposal from any Person or group with respect to a Company Takeover
Proposal which could reasonably be expected to result in a Superior Proposal,
then the Company may, directly or indirectly, furnish information and access to
such Person or group pursuant to an appropriate confidentiality agreement, and
may participate in discussions and negotiations with such Person or group.

        (b) Except as provided below, neither the Company Board nor any
    committee thereof shall, from the date of this Agreement to the earlier to
    occur of the termination of this Agreement and the Effective Time,
    (i) withdraw or modify in a manner adverse to Parent or Sub, or propose to
    withdraw or modify, in a manner adverse to Parent or Sub, the approval or
    recommendation by the Company Board or any such committee of this Agreement
    or the Merger, (ii) approve any letter of intent, agreement in principle,
    acquisition agreement or similar agreement relating to any Company Takeover
    Proposal or (iii) approve or recommend, or propose to approve or recommend,
    any Company Takeover Proposal. Notwithstanding the foregoing, if, prior to
    receipt of the Company Stockholder Approval, the Company Board receives a
    Superior Proposal and as a result thereof the Oversight Committee determines
    in good faith, after receipt of advice of its outside legal counsel, that
    failure to take such action would constitute a breach of the Company Board's
    fiduciary duties to the Company's stockholders under applicable law, the
    Oversight Committee (and the Company Board acting on the recommendation of
    the Oversight Committee) may withdraw or modify its approval or
    recommendation of this Agreement and the Merger and disclose such withdrawal
    or modification to the Company's stockholders.

        (c) The Company shall promptly advise Parent of any Company Takeover
    Proposal or any inquiry with respect to or that could reasonably be expected
    to lead to any Company Takeover

                                      A-11
<PAGE>
    Proposal, occurring during the period from the date of this Agreement to the
    earlier of the termination of this Agreement and the Effective Time, and the
    identity of the person making any such Company Takeover Proposal or inquiry,
    including any change to the material terms of any such Company Takeover
    Proposal or inquiry. The Company shall (i) keep Parent fully informed of the
    status (including any change to the details) of any such Company Takeover
    Proposal or inquiry and (ii) provide to Parent as soon as practicable after
    receipt or delivery thereof with copies of all correspondence and other
    written material sent or provided to the Company from any third party in
    connection with any Company Takeover Proposal or sent or provided by the
    Company to any third party in connection with any Company Takeover Proposal.

        (d) For purposes of this Agreement, "Company Takeover Proposal" means
    (i) any proposal or offer for a merger, consolidation, dissolution,
    recapitalization or other business combination involving the Company,
    (ii) any proposal for the issuance by the Company of over 15% of its equity
    securities as consideration for the assets or securities of another person
    or (iii) any proposal or offer to acquire in any manner, directly or
    indirectly, over 15% of the equity securities or consolidated total assets
    of the Company, in each case other than the transactions contemplated by
    this Agreement and other than any acquisition transaction permitted by
    Section 5.01. For the purposes of this Agreement, "Superior Proposal" means
    any bona fide proposal to acquire, directly or indirectly, for consideration
    consisting of cash, all of the shares of Company Common Stock then
    outstanding or all or substantially all of the assets of the Company to be
    followed by a pro rata distribution of the sale proceeds to the stockholders
    of the Company, that (i) provides holders of the Company Common Stock with
    per share consideration that the Oversight Committee determines in good
    faith, after receipt of advice of its financial advisor, is more favorable
    from a financial point of view than the consideration to be received by
    holders of Company Common Stock in the Merger, (ii) is determined by the
    Oversight Committee in its good faith judgment, after receipt of advice of
    its financial advisor and outside legal counsel, to be likely of being
    completed (taking into account all legal, financial, regulatory and other
    aspects of the proposal, the person making the proposal and the expected
    timing to complete the proposal), (iii) does not, in the definitive
    acquisition agreement, contain any "due diligence" conditions, and (iv) has
    not been obtained by or on behalf of the Company in violation of this
    Section 5.02.

        (e) Notwithstanding any provision of this Agreement to the contrary, the
    Company Board shall be permitted, to the extent applicable, to comply with
    Rule 14d-9 and Rule 14e-2(a) promulgated under the Exchange Act with regard
    to any Company Takeover Proposal, or make any other disclosure required by
    applicable law, so long as any such disclosure rejects any Company Takeover
    Proposal and reaffirms the Company Board's recommendation of the
    transactions contemplated by this Agreement, subject to Section 5.02(b)
    hereof. For avoidance of doubt, none of the Company, the Company Board or
    the Oversight Committee may terminate this Agreement as a result of the
    existence of a Superior Proposal.

                                   ARTICLE VI
                             ADDITIONAL AGREEMENTS

    SECTION 6.01.  PREPARATION OF SEC STATEMENT; STOCKHOLDERS MEETING.  (a) As
promptly as practicable following the date of this Agreement, the Company and
Parent shall prepare and file with the SEC an information statement on
Schedule 14C and an information statement on Schedule 13E-3 (collectively
referred to herein as the "Information Statement") in preliminary form, and each
of the Company and Parent shall use its reasonable efforts to respond as
promptly as practicable to any comments of the SEC with respect thereto. The
Company shall notify Parent promptly of the receipt of any comments from the SEC
or its staff and of any request by the SEC or its staff for amendments or
supplements to the SEC Statement or for additional information and shall supply
Parent with copies of

                                      A-12
<PAGE>
all correspondence between the Company or any of its representatives, on the one
hand, and the SEC or its staff, on the other hand, with respect to the SEC
Statement. The Company shall not mail any SEC Statement, or any amendment or
supplement thereto, to which Parent reasonably objects.

        (b) In the event that the Company and Parent are informed by the SEC
    that the SEC plans to review the Information Statement, the Company and
    Parent may, in Parent's sole discretion, elect to file the SEC Statement as
    a proxy statement instead of an Information Statement and, as soon as
    practicable thereafter, the Company shall duly call, give notice of, convene
    and hold a meeting of its stockholders (the "Company Stockholders Meeting")
    for the purpose of seeking the adoption of this Agreement by such
    stockholders (such adoption, whether obtained at the Company Stockholders
    Meeting or by written consent in lieu of the Company Stockholders Meeting,
    the "Company Stockholder Approval"). Except as permitted by
    Section 5.02(b), the proxy statement shall include (i) the recommendation of
    the Oversight Committee to the Company stockholders in favor of the Company
    Stockholder Approval and (ii) the recommendation of the Company Board to the
    Company stockholders in favor of the Company Stockholder Approval. Without
    limiting the generality of the foregoing, the Company agrees that its
    obligations pursuant to the first sentence of this Section 6.01(b) shall not
    be affected by the commencement, public proposal, public disclosure or
    communication to the Company of any Company Takeover Proposal.

    SECTION 6.02.  ACCESS TO INFORMATION; CONFIDENTIALITY.  The Company shall,
and shall cause each Company Subsidiary to, afford to Parent, and to Parent's
officers, employees, accountants, counsel, financial advisors and other
representatives, reasonable access during normal business hours during the
period prior to the Effective Time to all their respective properties, books,
contracts, commitments, personnel and records and, during such period, the
Company shall, and shall cause each Company Subsidiary to, furnish promptly to
Parent (a) a copy of each report, schedule, registration statement and other
document filed by it during such period pursuant to the requirements of Federal
or state securities laws and (b) all other information concerning its business,
properties and personnel as Parent may reasonably request. All information
exchanged pursuant to this Section 6.02 shall be subject to the confidentiality
agreement dated August 11, 2000, between the Company and Parent (the
"Confidentiality Agreement").

    SECTION 6.03.  REASONABLE BEST EFFORTS; NOTIFICATION.  (a) Upon the terms
and subject to the conditions set forth in this Agreement, each of the parties
shall use its reasonable best efforts to take, or cause to be taken, all
actions, and to do, or cause to be done, and to assist and cooperate with the
other parties in doing, all things necessary, proper or advisable to consummate
and make effective, in the most expeditious manner practicable, the Merger and
the other transactions contemplated hereby, including (i) the obtaining of all
necessary actions or nonactions, waivers, consents and approvals from
Governmental Entities and the making of all necessary registrations and filings
(including filings with Governmental Entities, if any) and the taking of all
reasonable steps as may be necessary to obtain an approval or waiver from, or to
avoid an action or proceeding by, any Governmental Entity, (ii) the obtaining of
all necessary consents, approvals or waivers from third parties, (iii) the
defending of any lawsuits or other legal proceedings, whether judicial or
administrative, challenging this Agreement or the consummation of the
transactions contemplated hereby, including seeking to have any stay or
temporary restraining order entered by any court or other Governmental Entity
vacated or reversed and (iv) the execution and delivery of any additional
instruments necessary to consummate the transactions contemplated hereby and to
fully carry out the purposes of this Agreement. In connection with and without
limiting the foregoing, the Company and the Company Board shall (i) take all
action necessary to ensure that no state takeover statute or similar statute or
regulation is or becomes applicable to this Agreement or any transaction
contemplated hereby and (ii) if any state takeover statute or similar statute or
regulation becomes applicable to this Agreement, take all action necessary to
ensure that the Merger and the other transactions contemplated hereby may be
consummated as promptly as practicable on the terms contemplated by this
Agreement and otherwise to minimize the

                                      A-13
<PAGE>
effect of such statute or regulation on the Merger and the other transactions
contemplated hereby. Nothing in this Agreement shall be deemed to require any
party to waive any substantial rights or agree to any substantial limitation on
its operations or to dispose of any significant asset or collection of assets.

        (b) The Company shall give prompt notice to Parent, and Parent or Sub
    shall give prompt notice to the Company, of (i) any representation or
    warranty made by it contained in this Agreement that is qualified as to
    materiality becoming untrue or inaccurate in any respect or any such
    representation or warranty that is not so qualified becoming untrue or
    inaccurate in any material respect or (ii) the failure by it to comply with
    or satisfy in any material respect any covenant, condition or agreement to
    be complied with or satisfied by it under this Agreement; provided, however,
    that no such notification shall affect the representations, warranties,
    covenants, conditions or agreements of the parties or the conditions to the
    obligations of the parties under this Agreement.

    SECTION 6.04.  STOCK OPTIONS.  (a) As soon as practicable following the date
of this Agreement, the Company Board (or, if appropriate, any committee
administering the Company Stock Plans) shall adopt such resolutions or take such
other actions as are required to adjust the terms of all Company Employee Stock
Options to provide that each Company Employee Stock Option outstanding at the
Effective Time shall become fully exercisable and vested and shall not give the
holder thereof the right to receive any capital stock of the Company or the
Surviving Corporation after the Effective Time or to receive from the Company or
the Surviving Corporation any consideration other than, in the case of the
exercise of any Company Employee Stock Option, cash equal to the product of
(i) the number of shares of Company Common Stock subject to such Company
Employee Stock Option immediately prior to the Effective Time and (ii) the
excess, if any, of the Merger Consideration over the per share exercise price of
such Company Employee Stock Option.

        (b) All amounts payable pursuant to this Section 6.04 shall be subject
    to any required withholding of taxes and shall be paid without interest. The
    Company shall use its reasonable best efforts to obtain all consents of the
    holders of the Company Employee Stock Options as shall be necessary to
    effectuate the foregoing. Notwithstanding anything to the contrary contained
    in this Agreement, payment shall, at Parent's request, be withheld in
    respect of any Company Employee Stock Option until all necessary consents
    are obtained.

        (c)The Company Stock Plans shall terminate as of the Effective Time, and
    the provisions in any other benefit plan providing for the issuance,
    transfer or grant of any capital stock of the Company or any interest in
    respect of any capital stock of the Company shall be deleted as of the
    Effective Time, and the Company shall ensure that following the Effective
    Time no holder of a Company Employee Stock Option or any participant in any
    Company Stock Plan or other Company benefit plan shall have any right
    thereunder to acquire any capital stock of the Company or the Surviving
    Corporation.

        (d) In this Agreement:

           "Company Employee Stock Option" means any option, whether or not then
       fully exercisable or vested, to purchase Company Common Stock granted
       under any Company Stock Plan.

           "Company Stock Plans" means the Company 1996 Stock Incentive Plan,
       the Company 1996 Non-Employee Director Stock Option Plan, the 1998 Howard
       S. Leight Stock Option Plan and the Bonus and Option Plan for CEO, COO
       and CFO of the Company for 2000.

    SECTION 6.05.  BENEFIT PLANS.  (a) From the Effective Time until
December 31, 2001, Parent shall either (i) maintain or cause the Surviving
Corporation (or in the case of a transfer of all or substantially all the assets
and business of the Surviving Corporation, its successors and assigns) to

                                      A-14
<PAGE>
maintain the Company benefit plans (other than plans providing for the issuance
of Company Common Stock or based on the value of Company Common Stock) at the
benefit levels in effect on the date of this Agreement or (ii) provide or cause
the Surviving Corporation (or, in such case, its successors or assigns) to
provide wages, salaries, bonuses and other benefits to employees of the Company
and the Company Subsidiaries that are at least equal to the current benefits
received by such employees.

        (b) From and after the Effective Time, Parent shall, and shall cause the
    Surviving Corporation to honor in accordance with their respective terms (as
    in effect on the date of this Agreement), all the Company's employment,
    bonus, commission, severance and termination agreements, plans and policies.

        (c) With respect to any "employee benefit plan", as defined in
    Section 3(3) of the Employee Retirement Income Security Act of 1974, as
    amended, maintained by Parent or any of its subsidiaries (including any
    severance plan), for all purposes, including determining eligibility to
    participate, level of benefits and vesting, service with the Company or any
    Company Subsidiary shall be treated as service with Parent or any of its
    subsidiaries; provided, however, that such service need not be recognized to
    the extent that such recognition would result in any duplication of
    benefits.

    SECTION 6.06.  INDEMNIFICATION, EXCULPATION AND INSURANCE.  (a) Parent and
Sub agree that all rights to indemnification, advancement of expenses and
exculpation from liabilities for acts or omissions occurring at or prior to the
Effective Time now existing in favor of the current or former directors or
officers of the Company and each Company Subsidiary as provided in their
respective certificates of incorporation or by-laws (or similar organizational
documents) shall be assumed by the Surviving Corporation, without further
action, at the Effective Time and shall survive the Merger and shall continue in
full force and effect in accordance with their terms. Parent shall cause the
Surviving Corporation to perform in a timely manner all of its obligations with
respect to such indemnification, advancement and rights, including, if
necessary, providing to the Surviving Corporation any funds necessary to ensure
that such obligations of the Surviving Corporation are satisfied.

        (b) In the event that Parent or the Surviving Corporation or any of
    their respective successors or assigns (i) consolidates with or merges into
    any other person and is not the continuing or surviving corporation or
    entity of such consolidation or merger or (ii) transfers or conveys all or
    substantially all its properties and assets to any person, then, and in each
    such case, Parent shall cause proper provision to be made so that the
    successor and assign of Parent or the Surviving Corporation, as the case may
    be, assumes the obligations set forth in this Section 6.06, and in such
    event all references to Parent or the Surviving Corporation, as the case may
    be, in this Section 6.06 shall be deemed a reference to such successor and
    assign.

        (c) For six years after the Effective Time, Parent shall maintain in
    effect the Company's current directors' and officers' liability insurance
    covering each person currently covered by the Company's directors' and
    officers' liability insurance policy for acts or omissions occurring prior
    to the Effective Time on terms with respect to such coverage and amounts no
    less favorable in any material respect to such directors and officers than
    those of such policy as in effect on the date of this Agreement; provided,
    however, that Parent may substitute therefor policies of a reputable
    insurance company the material terms of which, including coverage and
    amount, are no less favorable in any material respect to such directors and
    officers than the insurance coverage otherwise required under this
    Section 6.06(c); provided, however, that in no event shall Parent be
    required to pay aggregate premiums for insurance under this Section 6.06(c)
    in excess of 200% of the amount of the aggregate premiums payable by the
    Company for 2001 for such purpose (which 2001 premiums are hereby
    represented and warranted by the Company to be $197,305); provided further,
    however, that Parent shall nevertheless be obligated to provide as much
    coverage as may be obtained for such 200% amount.

                                      A-15
<PAGE>
    SECTION 6.07.  FEES AND EXPENSES.  All fees and expenses incurred in
connection with this Agreement, the Merger and the other transactions
contemplated hereby shall be paid in accordance with the provisions of the
Master Agreement (as defined in Section 7.01(c)); provided, however, that the
Company shall be responsible for the reasonable costs and expenses of the
Oversight Committee (including reasonable costs and expenses of its legal
counsel and financial advisors).

    SECTION 6.08.  PUBLIC ANNOUNCEMENTS.  None of Parent, Sub or the Company
shall issue any press release or make any other public statements with respect
to the Merger or any other transaction contemplated hereby other than in
accordance with the Master Agreement, except as may be required by applicable
law, court process or by obligations pursuant to any listing agreement with any
national securities exchange.

    SECTION 6.09.  TRANSFER TAXES.  All stock transfer, real estate transfer,
documentary, stamp, recording and other similar taxes (including interest,
penalties and additions to any such taxes) ("Transfer Taxes") incurred in
connection with the transactions contemplated hereby shall be paid by either Sub
or the Surviving Corporation, and the Company shall cooperate with Sub and
Parent in preparing, executing and filing any tax returns with respect to such
Transfer Taxes.

                                  ARTICLE VII
                              CONDITIONS PRECEDENT

    SECTION 7.01.  CONDITIONS TO EACH PARTY'S OBLIGATION TO EFFECT THE
MERGER.  The respective obligation of each party to effect the Merger is subject
to the satisfaction or waiver on or prior to the Closing Date of the following
conditions:

        (a)  STOCKHOLDER APPROVAL.  The Company shall have obtained the Company
    Stockholder Approval.

        (b)  NO INJUNCTIONS OR RESTRAINTS.  No order or injunction issued by any
    court of competent jurisdiction or other law preventing the consummation of
    the Merger shall be in effect; provided, however, that prior to asserting
    this condition each of the parties shall have used its best efforts to
    prevent the entry of any such injunction or other order and to appeal as
    promptly as possible any such judgment that may be entered.

        (c)  FRENCH TRANSACTIONS.  All the conditions precedent to the
    consummation of the Contribution Agreement, other than the Merger, shall
    have been satisfied or waived in accordance with the terms and conditions of
    the Master Agreement.

    SECTION 7.02.  CONDITIONS TO OBLIGATIONS OF PARENT AND SUB.  The obligations
of Parent and Sub to effect the Merger are further subject to the following
conditions:

        (a)  REPRESENTATIONS AND WARRANTIES.  The representations and warranties
    of the Company contained herein that are qualified as to materiality shall
    be true and correct, and the representations and warranties of the Company
    contained herein that are not so qualified shall be true and correct in all
    material respects, in each case as of the date of this Agreement and as of
    the Closing Date with the same effect as though made as of the Closing Date,
    except that the accuracy of representations and warranties that by their
    terms speak as of a specified date will be determined as of such date.
    Parent shall have received a certificate signed on behalf of the Company by
    the chief executive officer or chief financial officer of the Company to
    such effect.

        (b)  PERFORMANCE OF OBLIGATIONS OF THE COMPANY.  The Company shall have
    performed in all material respects all obligations required to be performed
    by it under this Agreement at or prior to the Closing Date, and Parent shall
    have received a certificate signed on behalf of the Company by the chief
    executive officer or chief financial officer of the Company to such effect.

                                      A-16
<PAGE>
        (c)  NO LITIGATION.  There shall not be pending or threatened any suit,
    action or proceeding by any Governmental Entity that has a reasonable
    likelihood of success and which if successful would have a Company Material
    Adverse Effect, (i) challenging the acquisition by Parent or Sub of any
    Company Common Stock, seeking to restrain or prohibit the consummation of
    the Merger or any other transaction contemplated hereby or seeking to obtain
    from the Company, Parent or Sub any damages that are material in relation to
    Parent, Company and the Company Subsidiaries taken as a whole, (ii) seeking
    to prohibit or limit the ownership or operation by the Company, Parent or
    any of their respective subsidiaries of any material portion of the business
    or assets of the Company, Parent or any of their respective subsidiaries of
    any material portion of the business or assets of the Company, Parent or any
    of their respective subsidiaries, or to compel the Company, Parent or any of
    their respective subsidiaries to dispose of or hold separate any material
    portion of the business or assets of the Company, Parent or any of their
    respective subsidiaries, as a result of the Merger or any other transaction
    contemplated hereby, (iii) seeking to impose limitations on the ability of
    Parent to acquire or hold, or exercise full rights of ownership of, any
    shares of Company Common Stock, including the right to vote the Company
    Common Stock purchased by it on all matters properly presented to the
    stockholders of the Company or (iv) seeking to prohibit Parent or any of its
    subsidiaries from effectively controlling in any material respect the
    business or operations of the Company and the Company Subsidiaries, taken as
    a whole.

        (d)  EMPLOYMENT AGREEMENTS.  The termination agreements specified in
    Schedule 5.01(a)(v) shall have been satisfied.

    SECTION 7.03.  CONDITION TO OBLIGATION OF THE COMPANY.  The obligation of
the Company to effect the Merger is further subject to the following conditions:

        (a)  REPRESENTATIONS AND WARRANTIES.  The representations and warranties
    of Parent and Sub contained herein that are qualified as to materiality
    shall be true and correct, and the representations and warranties of Parent
    and Sub contained herein that are not so qualified shall be true and correct
    in all material respects, in each case as of the date of this Agreement and
    as of the Closing Date with the same effect as though made as of the Closing
    Date, except that the accuracy of representations and warranties that by
    their terms speak as of a specified date will be determined as of such date.
    The Company shall have received certificates signed on behalf of each of
    Parent and Sub by their respective chief executive officer or chief
    financial officer to such effect.

        (b)  PERFORMANCE OF OBLIGATIONS OF PARENT AND SUB.  Each of Parent and
    Sub shall have performed in all material respects all obligations required
    to be performed by each of them under this Agreement at or prior to the
    Closing Date, and the Company shall have received certificates signed on
    behalf of each of Parent and Sub by their respective chief executive officer
    or chief financial officer to such effect.

                                  ARTICLE VIII
                       TERMINATION, AMENDMENT AND WAIVER

    SECTION 8.01.  TERMINATION.  This Agreement may be terminated at any time
prior to the Effective Time, whether before or after receipt of Company
Stockholder Approval:

        (a) by mutual written consent of Parent, Sub and the Company;

        (b) by either Parent or the Company:

           (i) if the Merger is not consummated on or before December 31, 2001
       (the "Outside Date"); provided, however, that the right to terminate this
       Agreement pursuant to this

                                      A-17
<PAGE>
       Section 8.01(b)(i) shall not be available to any party whose breach of
       this Agreement has been a principal reason the Merger has not been
       consummated by such date;

           (ii) if any Governmental Entity issues an order, decree or ruling or
       takes any other action permanently enjoining, restraining or otherwise
       prohibiting the Merger and such order, decree, ruling or other action
       shall have become final and nonappealable;

           (iii) if, upon a vote at a duly held meeting to obtain the Company
       Stockholder Approval, the Company Stockholder Approval is not obtained;
       or

           (iv) if the agreements, including the Master Agreement, forming or
       governing the French Transactions are terminated in accordance with their
       terms; or

        (c) by Parent, if the Company breaches or fails to perform in any
    material respect any of its representations, warranties or covenants
    (including Section 5.02) contained in this Agreement, which breach or
    failure to perform (other than a breach of Section 5.02) (i) would give rise
    to the failure of a condition set forth in Section 7.02(a) or 7.02(b), and
    (ii) cannot be or has not been cured within 30 days after the giving of
    written notice to the Company of such breach.

    SECTION 8.02.  EFFECT OF TERMINATION.  In the event of termination of this
Agreement by either the Company or Parent as provided in Section 8.01, this
Agreement shall forthwith become void and have no effect, without any liability
or obligation on the part of Parent, Sub or the Company, other than the last
sentence of Section 6.02, Section 6.07, this Section 8.02 and Article IX, which
provisions shall survive such termination, and except to the extent that such
termination results from the wilful breach by a party of any representation,
warranty or covenant set forth in this Agreement.

    SECTION 8.03.  AMENDMENT.  This Agreement may be amended by the parties at
any time before or after receipt of the Company Stockholder Approval; provided,
however, that after receipt of the Company Stockholder Approval, there shall be
made no amendment that by Law requires further approval by the stockholders of
the Company without the further approval of such stockholders. This Agreement
may not be amended except by an instrument in writing signed on behalf of each
of the parties.

    SECTION 8.04.  EXTENSION; WAIVER.  At any time prior to the Effective Time,
the parties may (a) extend the time for the performance of any of the
obligations or other acts of the other parties, (b) waive any inaccuracies in
the representations and warranties contained in this Agreement or in any
document delivered pursuant to this Agreement or (c) subject to the proviso of
Section 8.03, waive compliance with any of the agreements or conditions
contained in this Agreement. Any agreement on the part of a party to any such
extension or waiver shall be valid only if set forth in an instrument in writing
signed on behalf of such party. The failure of any party to this Agreement to
assert any of its rights under this Agreement or otherwise shall not constitute
a waiver of such rights.

                                   ARTICLE IX
                               GENERAL PROVISIONS

    SECTION 9.01.  NONSURVIVAL OF REPRESENTATIONS AND WARRANTIES.  None of the
representations and warranties in this Agreement or in any instrument delivered
pursuant to this Agreement and none of the covenants contained in
Section 5.01(c) shall survive the Effective Time. This Section 9.01 shall not
limit any covenant or agreement of the parties which by its terms contemplates
performance after the Effective Time.

                                      A-18
<PAGE>
    SECTION 9.02.  NOTICES.  All notices, requests, claims, demands and other
communications under this Agreement shall be in writing and shall be deemed
given upon receipt by the parties at the following addresses (or at such other
address for a party as shall be specified by like notice):

                           (a) if to Parent or Sub, to

                              Christian Dalloz
                              63 bis, Boulevard Bessieres
                              75017 Paris
                              FRANCE

                              Attention:
                              with a copy to:
                              Cravath, Swaine & Moore
                              Worldwide Plaza
                              825 Eighth Avenue
                              New York, NY 10019
                              Attention: Ronald Cami, Esq.
                              with an additional copy to:
                              Bredin Prat
                              130 rue du Faubourg Saint-Honore
                              75008 Paris
                              FRANCE
                              Attention: Elena Baxter
                           (b) if to the Company, to
                              Bacou USA, Inc.
                              10 Thurber Blvd.
                              Smithfield, RI 02917
                              Attention: Philip B. Barr
                              with a copy to:
                              White & Case LLP
                              1155 Avenue of the Americas
                              New York, NY 10036-2787
                              Attention: Timothy B. Goodell, Esq.

    SECTION 9.03.  DEFINITIONS.  For purposes of this Agreement:

        An "affiliate" of any person means another person that directly or
    indirectly, through one or more intermediaries, controls, is controlled by,
    or is under common control with, such first person.

        A "person" means any individual, firm, corporation, partnership,
    company, limited liability company, trust, joint venture, association,
    Governmental Entity or other entity.

        A "subsidiary" of any person means another person, an amount of the
    voting securities, other voting ownership or voting partnership interests of
    which is sufficient to elect at least a majority of its Board of Directors
    or other governing body (or, if there are no such voting interests, 50% or
    more of the equity interests of which) is owned directly or indirectly by
    such first person.

                                      A-19
<PAGE>
    SECTION 9.04.  INTERPRETATION.  When a reference is made in this Agreement
to a Section, such reference shall be to a Section of this Agreement unless
otherwise indicated. The table of contents and headings contained in this
Agreement are for reference purposes only and shall not affect in any way the
meaning or interpretation of this Agreement. Whenever the words "include",
"includes" or "including" are used in this Agreement, they shall be deemed to be
followed by the words "without limitation".

    SECTION 9.05.  SEVERABILITY.  If any term or other provision of this
Agreement is invalid, illegal or incapable of being enforced by any rule or law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated hereby is not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal or incapable of being enforced, the parties hereto
shall negotiate in good faith to modify this Agreement so as to effect the
original intent of the parties as closely as possible in an acceptable manner to
the end that transactions contemplated hereby are fulfilled to the extent
possible.

    SECTION 9.06.  COUNTERPARTS.  This Agreement may be executed in one or more
counterparts, all of which shall be considered one and the same agreement and
shall become effective when one or more counterparts have been signed by each of
the parties and delivered to the other parties.

    SECTION 9.07.  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  This
Agreement, the Master Agreement and the Confidentiality Agreement
(a) constitute the entire agreement, and supersede all prior agreements and
understandings, both written and oral, among the parties with respect to the
subject matter of this Agreement and the Confidentiality Agreement and
(b) except for the provisions of Article II, Section 6.04 and Section 6.06 of
this Agreement, are not intended to confer upon any person other than the
parties hereto and thereto (and their respective successors and assigns) any
rights or remedies.

    SECTION 9.08.  GOVERNING LAW.  This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.

    SECTION 9.09.  ASSIGNMENT.  Neither this Agreement nor any of the rights,
interests or obligations under this Agreement shall be assigned, in whole or in
part, by operation of law or otherwise by any of the parties without the prior
written consent of the other parties, except that Sub may assign, in its sole
discretion, any of or all its rights, interests and obligations under this
Agreement to Parent or to any direct or indirect wholly owned subsidiary of
Parent, but no such assignment shall relieve Sub of any of its obligations under
this Agreement. Any purported assignment without such consent shall be void.
Subject to the preceding sentences, this Agreement will be binding upon, inure
to the benefit of, and be enforceable by, the parties and their respective
successors and assigns.

    SECTION 9.10.  ENFORCEMENT.  The parties agree that irreparable damage would
occur in the event that any of the provisions of this Agreement were not
performed in accordance with their specific terms or were otherwise breached. It
is accordingly agreed that the parties shall be entitled to an injunction or
injunctions to prevent breaches of this Agreement and to enforce specifically
the terms and provisions of this Agreement in any Delaware state court or any
Federal court located in the State of Delaware, this being in addition to any
other remedy to which they are entitled at law or in equity. In addition, each
of the parties hereto (a) consents to submit itself to the personal jurisdiction
of any Delaware state court or any Federal court located in the State of
Delaware in the event any dispute arises out of this Agreement or any
Transaction, (b) agrees that it will not attempt to deny or defeat such personal
jurisdiction by motion or other request for leave from any such court,
(c) agrees that it will not bring any action relating to this Agreement or any
Transaction in any court other than any Delaware state court or any Federal
court sitting in the State of Delaware and (d) waives any right to trial by jury
with respect to any action related to or arising out of this Agreement or any
Transaction.

                                      A-20
<PAGE>
    IN WITNESS WHEREOF, Parent, Sub and the Company have duly executed this
Agreement, all as of the date first written above.

                                          CHRISTIAN DALLOZ,
                                          by: /S/ PHILIPPE ALFROID
                                          ______________________________________
                                              Name: Philippe Alfroid
                                              Title: President
                                          DANIEL U. S. SUB, INC.,
                                          by: /S/ BRICE DE LA MORANDIERE
                                          ______________________________________
                                              Name: Brice de la Morandiere
                                              Title: President
                                          BACOU USA, INC.,
                                          by: /S/ PHILIPPE BACOU
                                          ______________________________________
                                              Name: Philippe Bacou
                                              Title: President

                                      A-21
<PAGE>
                                                                      APPENDIX B

                          [UBS Warburg LLC Letterhead]

May 25, 2001

Oversight Committee of the Board of Directors
Bacou USA, Inc.
10 Thurber Boulevard
Smithfield, RI 02917

Members of the Oversight Committee:

    We understand that Bacou USA, Inc., a Delaware corporation (the "Company")
and a majority-owned subsidiary of Bacou SA, a French societe anonyme (the
"Principal Company Stockholder"), is considering a transaction (the "U.S.
Transaction") whereby Christian Dalloz SA, a French societe anonyme ("Parent"),
will acquire the Principal Company Stockholder and the Company. Pursuant to the
terms of an Agreement and Plan of Merger, to be dated as of May 29, 2001 (the
"Merger Agreement"), to be entered into by and among the Company, Parent and
Daniel U.S. Sub, Inc., a Delaware corporation ("Merger Subsidiary") and a wholly
owned subsidiary of Parent, among other things, (i) Merger Subsidiary will be
merged with and into the Company (the "Merger"), and (ii) in connection with the
Merger, each issued and outstanding share of common stock, par value $.001 per
share (the "Common Stock"), of the Company (other than shares of Common Stock
owned by the Principal Company Stockholder and Appraisal Shares (as defined in
the Merger Agreement)) will be converted into the right to receive $28.50 in
cash (the "Merger Consideration"). The shares of Common Stock owned by the
Principal Company Stockholder will not be converted and will not be otherwise
affected by the Merger and will remain outstanding. We further understand that,
pursuant to the terms of the Master Agreement (as defined in the Merger
Agreement), among other things, the Principal Company Stockholder will become a
wholly owned subsidiary of Parent through a series of stock purchases and
related transactions and, in connection therewith, the shareholders of the
Principal Company Stockholder will receive cash and shares of Parent common
equity (the "French Transactions" and, together with the U.S. Transaction, the
"Transactions"), and that consummation of the U.S. Transaction is conditioned
upon, among other things, all of the conditions precedent to the consummation of
the French Transactions (other than the Merger) having been satisfied or waived
in accordance with the Master Agreement. The terms and conditions of the
Transactions are more fully set forth in the Merger Agreement and the Master
Agreement.

    You have requested our opinion as to the fairness from a financial point of
view to the holders of shares of Common Stock (other than the Principal Company
Stockholder) of the Merger Consideration to be received by such holders in the
Merger.

    UBS Warburg LLC ("UBS Warburg") has acted as financial advisor to the
Oversight Committee of the Board of Directors of the Company in connection with
the U.S. Transaction. UBS Warburg will receive a fee from the Company in
connection with the rendering of this opinion. In the ordinary course of
business, UBS Warburg, its successors and affiliates may trade or have traded
securities of the Company, the Principal Company Stockholder and/or Parent for
their own accounts and, accordingly, may at any time hold a long or short
position in such securities. As of February 13, 2001, an affiliate of UBS
Warburg held a long position of approximately 930,496 shares of Common Stock.

    Our opinion does not address the Company's underlying business decision to
effect the Transactions or the Merger or constitute a recommendation to any
shareholder of the Company as to

                                      B-1
<PAGE>
how such shareholder should vote with respect to the Merger Agreement or any
other matter. We have not been asked to, nor do we, at your direction, offer any
opinion as to the material terms of the Merger Agreement or the Master Agreement
or the form of the Transactions contemplated thereby. In rendering this opinion,
we have assumed, with your consent, that the final executed forms of the Merger
Agreement and the Master Agreement do not differ in any material respect from
the respective drafts that we have examined, that the Company, Merger Subsidiary
and Parent will comply with all the material terms of the Merger Agreement, and
that the parties thereto will comply with all the material terms of the Master
Agreement. Although we have not been authorized to and have not solicited
indications of interest from any party with respect to a business combination
with the Company, we understand that the Principal Company Stockholder's
financial advisor solicited indications of interest from third parties with
respect to a business combination with the Principal Company Stockholder and the
Company.

    In arriving at our opinion, we have, among other things: (i) reviewed
certain publicly available business and historical financial information
relating to the Company, (ii) reviewed the reported prices and trading activity
for the Common Stock, (iii) reviewed certain internal financial information and
other data relating to the business and financial prospects of the Company,
including estimates and financial forecasts prepared by management of the
Company, that were provided to us by the Company in September 2000 and not
publicly available, (iv) reviewed certain historical pro forma financial
information relating to the Principal Company Stockholder prepared by management
of the Principal Company Stockholder, that was provided to us by the Principal
Company Stockholder and not publicly available, (v) conducted discussions with
members of the senior management of the Company, (vi) reviewed publicly
available financial and stock market data with respect to certain other
companies in lines of business we believe to be generally comparable to those of
the Company, (vii) compared the financial terms of the U.S. Transaction with the
publicly available financial terms of certain other transactions which we
believe to be generally relevant, (viii) reviewed drafts of the Merger Agreement
and the Master Agreement, and (ix) conducted such other financial studies,
analyses, and investigations, and considered such other information as we deemed
necessary or appropriate.

    In preparing the financial and comparative analyses in connection with the
rendering of this opinion, we were not provided by the Company with current
financial forecasts as to the business and financial prospects of the Company,
as prepared by the Company's management. Accordingly, at the direction of the
Oversight Committee, in reaching this opinion, we have not taken into
consideration any forecasts of the Company's future business or financial
performance prepared by the Company's management.

    In addition, in connection with our review, at your direction, we have not
assumed any responsibility for independent verification of any of the
information reviewed by us for the purpose of this opinion and have, at your
direction, relied on its being complete and accurate in all material respects.
In addition, at your direction, we have not made any independent evaluation or
appraisal of any of the assets or liabilities (contingent or otherwise) of the
Company, nor have we been furnished with any such evaluation or appraisal. Our
opinion is necessarily based on economic, monetary, market and other conditions
as in effect on, and the information made available to us as of, the date
hereof.

    Based upon and subject to the foregoing, it is our opinion that, as of the
date hereof, the Merger Consideration to be received by the holders of shares of
Common Stock (other than the Principal Company Stockholder) in the Merger is
fair from a financial point of view to such holders.

                               Very truly yours,
                                UBS WARBURG LLC

                                      B-2
<PAGE>
                                                                      APPENDIX C

                          SECTION 262 OF THE DELAWARE
                            GENERAL CORPORATION LAW

    APPRAISAL RIGHTS.--(a) Any stockholder of a corporation of this State who
holds shares of stock on the date of the making of a demand pursuant to
subsection (d) of this section with respect to such shares, who continuously
holds such shares through the effective date of the merger or consolidation, who
has otherwise complied with subsection (d) of this section and who has neither
voted in favor of the merger or consolidation nor consented thereto in writing
pursuant to Section 228 of this title shall be entitled to an appraisal by the
Court of Chancery of the fair value of the stockholder's shares of stock under
the circumstances described in subsections (b) and (c) of this section. As used
in this section, the word "stockholder" means a holder of record of stock in a
stock corporation and also a member of record of a nonstock corporation; the
words "stock" and "share" mean and include what is ordinarily meant by those
words and also membership or membership interest of a member of a nonstock
corporation; and the words "depository receipt" mean a receipt or other
instrument issued by a depository representing an interest in one or more shares
or fractions thereof, solely of stock of a corporation, which stock is deposited
with the depository.

    (b) Appraisal rights shall be available for the shares of any class or
series of stock of a constituent corporation in a merger or consolidation to be
effected pursuant to Section 251 (other than a merger effected pursuant to
Section 251(g) of this title), Section 252, Section 254, Section 257,
Section 258, Section 263 or Section 264 of this title:

        (1) Provided, however, that no appraisal rights under this section shall
    be available for the shares of any class or series of stock, which stock, or
    depository receipts in respect thereof, at the record date fixed to
    determine the stockholders entitled to receive notice of and to vote at the
    meeting of stockholders to act upon the agreement of merger or
    consolidation, were either (i) listed on a national securities exchange or
    designated as a national market system security on an interdealer quotation
    system by the National Association of Securities Dealers, Inc. or (ii) held
    of record by more than 2,000 holders; and further provided that no appraisal
    rights shall be available for any shares of stock of the constituent
    corporation surviving a merger if the merger did not require for its
    approval the vote of the stockholders of the surviving corporation as
    provided in subsection (f) of Section 251 of this title.

        (2) Notwithstanding paragraph (1) of this subsection, appraisal rights
    under this section shall be available for the shares of any class or series
    of stock of a constituent corporation if the holders thereof are required by
    the terms of an agreement of merger or consolidation pursuant to Section
    Section 251, 252, 254, 257, 258, 263 and 264 of this title to accept for
    such stock anything except:

           (a) Shares of stock of the corporation surviving or resulting from
       such merger or consolidation, or depository receipts in respect thereof;

           (b) Shares of stock of any other corporation, or depository receipts
       in respect thereof, which shares of stock (or depository receipts in
       respect thereof) or depository receipts at the effective date of the
       merger or consolidation will be either listed on a national securities
       exchange or designated as a national market system security on an
       interdealer quotation system by the National Association of Securities
       Dealers, Inc. or held of record by more than 2,000 holders;

           (c) Cash in lieu of fractional shares or fractional depository
       receipts described in the foregoing subparagraphs a. and b. of this
       paragraph; or

                                      C-1
<PAGE>
           (d) Any combination of the shares of stock, depository receipts and
       cash in lieu of fractional shares or fractional depository receipts
       described in the foregoing subparagraphs a., b. and c. of this paragraph.

        (3) In the event all of the stock of a subsidiary Delaware corporation
    party to a merger effected under Section 253 of this title is not owned by
    the parent corporation immediately prior to the merger, appraisal rights
    shall be available for the shares of the subsidiary Delaware corporation.

    (c) Any corporation may provide in its certificate of incorporation that
appraisal rights under this section shall be available for the shares of any
class or series of its stock as a result of an amendment to its certificate of
incorporation, any merger or consolidation in which the corporation is a
constituent corporation or the sale of all or substantially all of the assets of
the corporation. If the certificate of incorporation contains such a provision,
the procedures of this section, including those set forth in subsections
(d) and (e) of this section, shall apply as nearly as is practicable.

    (d) Appraisal rights shall be perfected as follows:

        (1) If a proposed merger or consolidation for which appraisal rights are
    provided under this section is to be submitted for approval at a meeting of
    stockholders, the corporation, not less than 20 days prior to the meeting,
    shall notify each of its stockholders who was such on the record date for
    such meeting with respect to shares for which appraisal rights are available
    pursuant to subsections (b) or (c) hereof that appraisal rights are
    available for any or all of the shares of the constituent corporations, and
    shall include in such notice a copy of this section. Each stockholder
    electing to demand the appraisal of such stockholder's shares shall deliver
    to the corporation, before the taking of the vote on the merger or
    consolidation, a written demand for appraisal of such stockholder's shares.
    Such demand will be sufficient if it reasonably informs the corporation of
    the identity of the stockholder and that the stockholder intends thereby to
    demand the appraisal of such stockholder's shares. A proxy or vote against
    the merger or consolidation shall not constitute such a demand. A
    stockholder electing to take such action must do so by a separate written
    demand as herein provided. Within 10 days after the effective date of such
    merger or consolidation, the surviving or resulting corporation shall notify
    each stockholder of each constituent corporation who has complied with this
    subsection and has not voted in favor of or consented to the merger or
    consolidation of the date that the merger or consolidation has become
    effective; or

        (2) If the merger or consolidation was approved pursuant to Section 228
    or Section 253 of this title, each constituent corporation, either before
    the effective date of the merger or consolidation or within ten days
    thereafter, shall notify each of the holders of any class or series of stock
    of such constituent corporation who are entitled to appraisal rights of the
    approval of the merger or consolidation and that appraisal rights are
    available for any or all shares of such class or series of stock of such
    constituent corporation, and shall include in such notice a copy of this
    section; provided that, if the notice is given on or after the effective
    date of the merger or consolidation, such notice shall be given by the
    surviving or resulting corporation to all such holders of any class or
    series of stock of a constituent corporation that are entitled to appraisal
    rights. Such notice may, and, if given on or after the effective date of the
    merger or consolidation, shall, also notify such stockholders of the
    effective date of the merger or consolidation. Any stockholder entitled to
    appraisal rights may, within 20 days after the date of mailing of such
    notice, demand in writing from the surviving or resulting corporation the
    appraisal of such holders' shares. Such demand will be sufficient if it
    reasonably informs the corporation of the identity of the stockholder and
    that the stockholder intends thereby to demand the appraisal of such
    holder's shares. If such notice did not notify stockholders of the effective
    date of the merger or consolidation, either (i) each such constituent
    corporation shall send a second notice before the effective date of the
    merger or

                                      C-2
<PAGE>
    consolidation notifying each of the holders of any class series of stock of
    such constituent corporation that are entitled to appraisal rights of the
    effective date of the merger or consolidation or (ii) the surviving or
    resulting corporation shall send such a second notice to all such holders on
    or within 10 days after such effective date; provided, however, that if such
    second notice is sent more than 20 days following the sending of the first
    notice, such second notice need only be sent to each stockholder who is
    entitled to appraisal rights and who has demanded appraisal of such holder's
    shares in accordance with this subsection. An affidavit of the secretary or
    assistant secretary or of the transfer agent of the corporation that is
    required to give either notice that such notice has been given shall, in the
    absence of fraud, be prima facie evidence of the facts stated therein. For
    purposes of determining the stockholders entitled to receive either notice,
    each constituent corporation may fix, in advance, a record date that shall
    be not more than 10 days prior to the date the notice is given, provided,
    that if the notice is given on or after the effective date of the merger or
    consolidation, the record date shall be such effective date. If no record
    date is fixed and the notice is given prior to the effective date, the
    record date shall be the close of business on the day next preceding the day
    on which the notice is given.

    (e) Within 120 days after the effective date of the merger or consolidation,
the surviving or resulting corporation or any stockholder who has complied with
subsections (a) and (d) hereof and who is otherwise entitled to appraisal
rights, may file a petition in the Court of Chancery demanding a determination
of the value of the stock of all such stockholders. Notwithstanding the
foregoing, at any time within 60 days after the effective date of the merger or
consolidation, any stockholder shall have the right to withdraw such
stockholder's demand for appraisal and to accept the terms offered upon the
merger or consolidation. Within 120 days after the effective date of the merger
or consolidation, any stockholder who has complied with the requirements of
subsections (a) and (d) hereof, upon written request, shall be entitled to
receive from the corporation surviving the merger or resulting from the
consolidation a statement setting forth the aggregate number of shares not voted
in favor of the merger or consolidation and with respect to which demands for
appraisal have been received and the aggregate number of holders of such shares.
Such written statement shall be mailed to the stockholder within 10 days after
such stockholder's written request for such a statement is received by the
surviving or resulting corporation or within 10 days after expiration of the
period for delivery of demands for appraisal under subsection (d) hereof,
whichever is later.

    (f) Upon the filing of any such petition by a stockholder, service of a copy
thereof shall be made upon the surviving or resulting corporation, which shall
within 20 days after such service file in the office of the Register in Chancery
in which the petition was filed a duly verified list containing the names and
addresses of all stockholders who have demanded payment for their shares and
with whom agreements as to the value of their shares have not been reached by
the surviving or resulting corporation. If the petition shall be filed by the
surviving or resulting corporation, the petition shall be accompanied by such a
duly verified list. The Register in Chancery, if so ordered by the Court, shall
give notice of the time and place fixed for the hearing of such petition by
registered or certified mail to the surviving or resulting corporation and to
the stockholders shown on the list at the addresses therein stated. Such notice
shall also be given by 1 or more publications at least 1 week before the day of
the hearing, in a newspaper of general circulation published in the City of
Wilmington, Delaware or such publication as the Court deems advisable. The forms
of the notices by mail and by publication shall be approved by the Court, and
the costs thereof shall be borne by the surviving or resulting corporation.

    (g) At the hearing on such petition, the Court shall determine the
stockholders who have complied with this section and who have become entitled to
appraisal rights. The Court may require the stockholders who have demanded an
appraisal for their shares and who hold stock represented by certificates to
submit their certificates of stock to the Register in Chancery for notation
thereon of the pendency of the appraisal proceedings; and if any stockholder
fails to comply with such direction, the Court may dismiss the proceeding as to
such stockholder.

                                      C-3
<PAGE>
    (h) After determining the stockholders entitled to an appraisal, the Court
shall appraise the shares, determining their fair value exclusive of any element
of value arising from the accomplishment or expectation of the merger or
consolidation, together with a fair rate of interest, if any, to be paid upon
the amount determined to be the fair value. In determining such fair value, the
Court shall take into account all relevant factors. In determining the fair rate
of interest, the Court may consider all relevant factors, including the rate of
interest which the surviving or resulting corporation would have had to pay to
borrow money during the pendency of the proceeding. Upon application by the
surviving or resulting corporation or by any stockholder entitled to participate
in the appraisal proceeding, the Court may, in its discretion, permit discovery
or other pretrial proceedings and may proceed to trial upon the appraisal prior
to the final determination of the stockholder entitled to an appraisal. Any
stockholder whose name appears on the list filed by the surviving or resulting
corporation pursuant to subsection (f) of this section and who has submitted
such stockholder's certificates of stock to the Register in Chancery, if such is
required, may participate fully in all proceedings until it is finally
determined that such stockholder is not entitled to appraisal rights under this
section.

    (i) the Court shall direct the payment of the fair value of the shares,
together with interest, if any, by the surviving or resulting corporation to the
stockholders entitled thereto. Interest may be simple or compound, as the Court
may direct. Payment shall be so made to each such stockholder, in the case of
holders of uncertificated stock forthwith, and the case of holders of shares
represented by certificates upon the surrender to the corporation of the
certificates representing such stock. The Court's decree may be enforced as
other decrees in the Court of Chancery may be enforced, whether such surviving
or resulting corporation be a corporation of this State or of any state.

    (j) The costs of the proceeding may be determined by the Court and taxed
upon the parties as the Court deems equitable in the circumstances. Upon
application of a stockholder, the Court may order all or a portion of the
expenses incurred by any stockholder in connection with the appraisal
proceeding, including, without limitation, reasonable attorneys' fees and the
fees and expenses of experts, to be charged pro rata against the value of all of
the shares entitled to an appraisal.

    (k) From and after the effective date of the merger or consolidation, no
stockholder who has demanded appraisal rights as provided in subsection (d) of
this section shall be entitled to vote such stock for any purpose or to receive
payment of dividends or together distributions on the stock (except dividends or
other distributions payable to stockholders of record at a date which is prior
to the effective date of the merger or consolidation); provided, however; that
if no petition for an appraisal shall be filed within the time provided in
subsection (e) of this section, or if such stockholder shall deliver to the
surviving or resulting corporation a written withdrawal of such stockholder's
demand for an appraisal and an acceptance of the merger or consolidation, either
within 60 days after the effective date of the merger or consolidation as
provided in subsection (e) of this section or thereafter with the written
approval of the corporation, then the right of such stockholder to an appraisal
shall cease. Notwithstanding the foregoing, no appraisal proceeding in the Court
of Chancery shall be dismissed as to any stockholder without the approval of the
Court, and such approval may be conditioned upon such terms as the Court deems
just.

    (l) The shares of the surviving or resulting corporation to which the shares
of such objecting stockholders would have been converted had they assented to
the merger or consolidation shall have the status of authorized and unissued
shares of the surviving or resulting corporation. (last amended by Ch. 339,
L. '98. Eff. 7-1-98.)

                                      C-4
</TEXT>
</DOCUMENT>
</SUBMISSION>
