<SUBMISSION>
<ACCESSION-NUMBER>0000912057-01-519915
<TYPE>SC 13E3
<PUBLIC-DOCUMENT-COUNT>3
<FILING-DATE>20010614
<GROUP-MEMBERS>BACOU S.A.
<GROUP-MEMBERS>BACOU USA INC
<GROUP-MEMBERS>CHRISTIAN DALLOZ S.A.
<GROUP-MEMBERS>CHRISTOPHER BACOU
<GROUP-MEMBERS>ENGINEERING HENRI BACOU S.A.
<GROUP-MEMBERS>JACQUELINE BACOU
<GROUP-MEMBERS>PHILLIPE BACOU
<GROUP-MEMBERS>VERONIQUE MIRABEL
<SUBJECT-COMPANY>
<COMPANY-DATA>
<CONFORMED-NAME>BACOU USA INC
<CIK>0001006027
<ASSIGNED-SIC>3851
<IRS-NUMBER>050470688
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13E3
<ACT>34
<FILE-NUMBER>005-49201
<FILM-NUMBER>1660891
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10 THURBER BLVD
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
<PHONE>4012330333
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10 THURBER
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
</MAIL-ADDRESS>
</SUBJECT-COMPANY>
<FILED-BY>
<COMPANY-DATA>
<CONFORMED-NAME>BACOU USA INC
<CIK>0001006027
<ASSIGNED-SIC>3851
<IRS-NUMBER>050470688
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
</COMPANY-DATA>
<FILING-VALUES>
<FORM-TYPE>SC 13E3
</FILING-VALUES>
<BUSINESS-ADDRESS>
<STREET1>10 THURBER BLVD
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
<PHONE>4012330333
</BUSINESS-ADDRESS>
<MAIL-ADDRESS>
<STREET1>10 THURBER
<CITY>SMITHFIELD
<STATE>RI
<ZIP>02917
</MAIL-ADDRESS>
</FILED-BY>
<DOCUMENT>
<TYPE>SC 13E3
<SEQUENCE>1
<FILENAME>a2051688zsc13e3.txt
<DESCRIPTION>SC 13E3
<TEXT>

<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                 SCHEDULE 13E-3
                        RULE 13E-3 TRANSACTION STATEMENT
          (UNDER SECTION 13(E) OF THE SECURITIES EXCHANGE ACT OF 1934)
                                 BACOU USA, INC.
                              (NAME OF THE ISSUER)
                                 BACOU USA, INC.
                                   BACOU S.A.
                          ENGINEERING HENRI BACOU S.A.
                                CHRISTOPHE BACOU
                             JACQUELINE MAGGI BACOU
                                 PHILIPPE BACOU
                                VERONIQUE MIRABEL
                              CHRISTIAN DALLOZ S.A.
                      (NAME OF PERSON(S) FILING STATEMENT)

                    COMMON STOCK, PAR VALUE $0.001 PER SHARE
                         (TITLE OF CLASS OF SECURITIES)

                                    056439102
                      (CUSIP NUMBER OF CLASS OF SECURITIES)

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

<TABLE>
<S>                   <C>                     <C>                     <C>
BACOU USA, INC.       BACOU S.A.              ENGINEERING HENRI       CHRISTOPHE BACOU
10 THURBER BOULEVARD  Z.I. PARIS NORD II      BACOU S.A.              38 ROUTE DE SENLIS
SMITHFIELD, RHODE     13, RUE DE LA PERDRIX   Z.I. PARIS NORD II      60520 TRIERS SUR
ISLAND  02917         93290 TREMBLAY, FRANCE  13, RUE DE LA PERDRIX   TREVE, FRANCE
TELEPHONE:            TELEPHONE:              93290 TREMBLAY, FRANCE  TELEPHONE:
401-233-0333          011-33-1-49-90-70-00    TELEPHONE:              011-33-1-49-90-70-82
                                              011-33-1-49-90-70-00

JACQUELINE MAGGI BACOU  PHILIPPE BACOU        VERONIQUE MIRABEL       CHRISTIAN DALLOZ S.A.
3 CHEMIN DE TOURRONDE   6 RUE DES CHANDRONS   23 RUE DES DEVEZES      63 BIS, BOULEVARD
1009 PULLY VD,          60810 MONTEPILLOY,    34740 VENDARGUES,       BRESSIERES
SWITZERLAND             FRANCE                FRANCE                  75017 PARIS, FRANCE
TELEPHONE:              TELEPHONE:            TELEPHONE:              TELEPHONE:
011-33-1-49-90-70-00    011-33-49-90-70-01    011-33-1-49-90-70-00    011-33-1-53-11-19-00
</TABLE>

  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSONS AUTHORIZED TO RECEIVE NOTICES
           AND COMMUNICATIONS ON BEHALF OF PERSON(S) FILING STATEMENT)


                                 WITH COPIES TO:

         TIMOTHY B. GOODELL, ESQ.       RONALD CAMI, ESQ.
         GREGORY PRYOR, ESQ.            CRAVATH, SWAINE & MOORE
         WHITE & CASE LLP               WORLDWIDE PLAZA
         1155 AVENUE OF THE AMERICAS    825 EIGHTH AVENUE
         NEW YORK, NEW YORK 10036       NEW YORK, NEW YORK  10019
         TELEPHONE: (212) 819-8200      TELEPHONE: (212) 474-1000

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


This statement is filed in connection with (check the appropriate box):
   a. |X|   The filing of solicitation materials or an information statement
            subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
            Securities Exchange Act of 1934.
   b. |_|   The filing of a registration statement under the Securities Act of
            1933.
   c. |_|   A tender offer.
   d. |_|   None of the above.

Check the following box if the soliciting materials or information statement are
preliminary copies: |X|

Check the following box if the filing is a final amendment reporting the results
of the transaction: |_|

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

                            CALCULATION OF FILING FEE

--------------------------------------------------------------------------------
         Transaction Valuation*                  Amount of Filing Fee**
--------------------------------------------------------------------------------
              $515,615,085                              $103,123
--------------------------------------------------------------------------------


*The transaction valuation was based upon the sum of (a) the product of
17,681,665 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.

------------------------------------------------------------------------------
** The amount of the filing fee, calculated in accordance with Rule 0-11(b) of
the Securities Exchange Act of 1934, equals 1/50 of 1% of Transaction Valuation.

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

      Amount Previously Paid: $103,123            Filing Party:  Bacou USA, Inc.
      Form or Registration No.: Schedule 14C      Date Filed:    June 14, 2001



<PAGE>

                       SECTION 13E-3 TRANSACTION STATEMENT

                                  INTRODUCTION

      This Rule 13e-3 Transaction Statement on Schedule 13E-3 (this "Schedule
13E-3") is being filed jointly by Bacou USA, Inc., a Delaware corporation
("Bacou USA"), Bacou S.A., a societe anonyme duly incorporated and legally
existing under the laws of the Republic of France, Engineering Henri Bacou
S.A., a societe anonyme duly incorporated and legally existing under the laws
of the Republic of France ("Engineering Henri Bacou"), Christophe Bacou, an
individual of French nationality, Jacqueline Maggi Bacou, an individual of
French nationality Philippe Bacou, an individual of French nationality,
Veronique Mirabel, an individual of French nationality, and Christian Dalloz
S.A., a societe anonyme duly incorporated and legally existing under the laws
of the Republic of France ("Christian Dalloz"), in connection with the
Agreement and Plan of Merger, dated May 29, 2001 (the "Merger Agreement"),
among Christian Dalloz, Daniel U. S. Sub, Inc., a Delaware corporation and a
wholly-owned subsidiary of Christian Dalloz ("Daniel U. S. Sub") and Bacou
USA. At the effective time of the merger contemplated by the Merger
Agreement, Daniel U. S. Sub will merge with and into Bacou USA (the
"Merger"), and each outstanding share of common stock, par value $.001 per
share of Bacou USA (the "Common Stock"), other than shares of Common Stock
held by any subsidiary of Bacou USA, held in Bacou USA's treasury, held by
Christian Dalloz or any subsidiary of Christian Dalloz, held by Bacou S.A. or
any subsidiary of Bacou S.A., or 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.

      Concurrently with the filing of this Schedule 13E-3, Bacou USA is filing a
preliminary information statement (the "Information Statement") pursuant to
Section 14C of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), in which Bacou USA is providing information to stockholders of Bacou USA,
other than Bacou S.A., in connection with the Merger. The information set forth
in the Information Statement, including all appendices thereto, is hereby
incorporated herein by reference, and the responses to each item in this
Schedule 13E-3 are qualified in their entirety by the information contained in
the Information Statement and the appendices thereto.


                                      -2-
<PAGE>

ITEM 1.  SUMMARY TERM SHEET

The information set forth in the Information Statement under the captions
"QUESTIONS AND ANSWERS ABOUT THE MERGER" and "SUMMARY TERM SHEET" is
incorporated herein by reference.

ITEM 2.  SUBJECT COMPANY INFORMATION

(a)       The information set forth in the Information Statement under the
          caption "SUMMARY TERM SHEET-The Parties to the Merger" is incorporated
          herein by reference. Bacou USA is the issuer of the class of equity
          security which is the subject of the Rule 13e-3 transaction.

(b)       As of June 13, 2001, there were 17,681,665 shares of Common Stock of
          Bacou USA outstanding.

(c)       The information set forth in the Information Statement under the
          caption "INTRODUCTION-Comparative Market Price Data" is incorporated
          herein by reference.

(d)       The information set forth in the Information Statement under the
          caption "INTRODUCTION-Dividends" is incorporated herein by reference.

(e)       Not applicable.

(f)       The information set forth in the Information Statement under the
          caption "OTHER MATTERS-Transactions in Common Stock by Certain
          Persons" is incorporated herein by reference.

ITEM 3.  IDENTITY AND BACKGROUND OF FILING PERSON

(a)-(c)   The information set forth in the Information Statement under the
          captions "SUMMARY TERM SHEET-The Parties to the Merger" and "SPECIAL
          FACTORS-Background of the Merger and the Related Acquisition
          Transactions" are incorporated herein by reference.

      During the last five years, none of Bacou USA, Bacou S.A., Engineering
Henri Bacou, Jacqueline Maggi Bacou, Christophe Bacou, Philippe Bacou,
Veronique Mirabel or Christian Dalloz has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been
a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding violations with
respect to such laws.

      DIRECTORS AND EXECUTIVE OFFICERS OF BACOU USA. Set forth below are the
name, address and the present principal occupations or employment of any
corporation or other organization in which such occupation or employment is
conducted, and the five-year employment history of each of the directors and
executive officers of Bacou USA. Each person identified below is a United States
citizen, except for Philippe Bacou and Christophe Bacou, who are citizens of the
Republic of France, and Walter Stepan, who is a citizen of the Federal Republic
of Germany. Unless indicated otherwise, each person's principal business address
is 10 Thurber Boulevard, Smithfield, Rhode Island 02917.

                                      -3-
<PAGE>
<TABLE>
<CAPTION>

NAME                                     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
----                                     MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
                                         --------------------------------------------------
<S>                                      <C>
Philippe Bacou                           Director of Bacou USA since 1994;
                                         Co-Chairman of the Board since May
                                         1999, Chairman, President and Chief
                                         Executive Officer of Bacou S.A. since
                                         July 1996; previously Executive Vice
                                         President of Bacou USA, since 1993;
                                         Chief Financial Officer and Vice
                                         President Finance of Bacou S.A. since
                                         1985; Director of Bacou S.A. since
                                         1985. Mr. Philippe Bacou's principal
                                         business address is Zone Industrielle
                                         Paris Nord II, 13, rue de la Perdix
                                         P.B. 50398, 95943 Roissy
                                         Charles-de-Gaulle Cedex, France.

Walter Stepan                            Director of Bacou USA since 1994;
                                         Co-Chairman since May 1999, President
                                         and Chief Executive Officer from July
                                         1994 to December 1999; Chairman of the
                                         following subsidiaries: Bacou USA
                                         Safety, Inc. ("Bacou Safety"); Titmus
                                         Optical, Inc.; Perfect Fit Glove Co.,
                                         LLC ("PFG"). Formerly, Chairman of Uvex
                                         Safety Manufacturing, Inc. ("USM") and
                                         SCHAS Industries, Inc. ("SCHAS"),
                                         predecessor of SCHAS Industries, LLC.
                                         Also a director of Bacou S.A., Bacou
                                         Industrial & Trading (Shanghai) Co.,
                                         Ltd. (an affiliate of Bacou S.A.),
                                         Uvex Safety Australia Pty Ltd.
                                         ("UXA"), Uvex (UK) Limited ("Uvex UK");
                                         formerly Director of Uvex Winter
                                         Optical, Inc. ("UWI") and Uvex Sports,
                                         Inc. ("USI"). UXA and Uvex UK are
                                         corporate entities in each of which
                                         Uvex Arbeitsschutz GmbH ("Uvex
                                         Germany") is majority shareholder and
                                         Bacou USA and Bacou International
                                         B.V., an affiliate of Bacou S.A., are
                                         equal minority shareholders. UWI and
                                         USI are affiliates of Uvex Germany.

Philip B. Barr                           Director of Bacou USA since 1995;
                                         Director and Chief Executive Officer
                                         since January 2000; previously Chief
                                         Operating Officer from February 1999 to
                                         December 1999; Executive Vice President
                                         from October 1996 to December 1999;
                                         Vice President from August 1995 to
                                         October 1996; Chief Financial Officer
                                         and Secretary from August 1995 to May
                                         1999; Vice Chairman of PFG (including
                                         its predecessor Perfect Fit Glove Co.,
                                         Inc.) since April 1999; Chairman of USM
                                         and SCHAS since January 2000; Secretary
                                         and Treasurer of Bacou Safety from
                                         December 1997 to May 1999; Vice
                                         Chairman of USM from December 1997 to
                                         December 1999; Vice Chairman of SCHAS
                                         from April 1999 to December 1999.

Christophe Bacou                         Director of Bacou USA since 1996; Vice
                                         President of Bacou S.A.; previously
                                         Marketing Manager of two subsidiaries
                                         of Bacou S.A.; employed by affiliates
                                         of Bacou S.A. since 1990. Also,
                                         Director of Bacou S.A. Mr. Christophe
                                         Bacou's principal business address is
</TABLE>
                                      -4-
<PAGE>
<TABLE>
<CAPTION>

NAME                                     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
----                                     MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
                                         --------------------------------------------------
<S>                                      <C>
                                         Zone Industrielle Paris Nord II, 13,
                                         rue de la Perdix P.B. 50398, 95943
                                         Roissy Charles-de-Gaulle Cedex, France.

Karl F. Ericson                          Director of Bacou USA since 1996;
                                         independent business consultant since
                                         1990. Partner with Peat Marwick
                                         Mitchell & Co., predecessor to KPMG
                                         LLP, from 1970 to 1990. Also, Director
                                         of Bank Rhode Island. Mr. Ericson's
                                         principal business address is 182
                                         Waterman Street, Providence, Rhode
                                         Island 02903.

Howard S. Leight                         Director of Bacou USA since 1998;
                                         founder of Howard S. Leight &
                                         Associates, Inc. (d/b/a Howard Leight
                                         Industries); President and sole
                                         stockholder of Howard Leight Industries
                                         from 1984 until February 1998.
                                         Consultant to Bacou Safety since
                                         February 1998. Director of Howard
                                         Leight Enterprises, Inc. n/k/a
                                         Continental Polymers, Inc., since 1997.
                                         Mr. Leight's principal business address
                                         is 13101 Washington Boulevard, Suite
                                         134, Los Angeles, California 90066.

Alfred J. Verrecchia                     Director of Bacou USA since 1999;
                                         President and Chief Operating
                                         Officer, Hasbro, Inc. from 2000 to
                                         present; Executive Vice President,
                                         Global Operations, Hasbro, Inc. from
                                         1996 to 2000; Chief Financial
                                         Officer since 1999; previously Chief
                                         Operating Officer, Domestic Toy
                                         Operations from 1990 to 1996;
                                         Director, Hasbro, Inc.; Director,
                                         Old Stone Corporation. Mr.
                                         Verrecchia's principal business
                                         address is c/o Hasbro, Inc., 1027
                                         Newport Avenue, Pawtucket, Rhode
                                         Island, 02862.

Alan H. Bennett                          Chief Operating Officer of Bacou USA
                                         since January 2000; Executive Vice
                                         President of Bacou USA Safety, Inc.
                                         ("Bacou Safety") from February 1999 to
                                         December 1999 and has served as
                                         President and Chief Executive Officer
                                         since January 2000; Chief Operating
                                         Officer of PFG, Platinum Protective
                                         Products, Inc., SCHAS and Titmus
                                         Optical, Inc. and as President and
                                         Chief Executive Officer of USM;
                                         previously a business consultant from
                                         1995 to 1998 and served as President of
                                         Safety Supply America division of
                                         Figgie International from 1989 to 1994.

Adrien W. Hebert                         Vice President-Finance and Chief
                                         Financial Officer since May 1999; Mr.
                                         Hebert served as Vice President-Finance
                                         and Corporate Controller from May 1998
                                         until May 1999; Manager of Corporate
                                         Development of Bacou USA from April
                                         1997 to May 1998 and Financial
                                         Consultant to Bacou USA from November
                                         1996 until April 1997; previously, Mr.
                                         Hebert was Vice President and Chief
                                         Financial Officer of Encon Systems,
                                         Inc.
</TABLE>
                                      -5-
<PAGE>

<TABLE>
<CAPTION>

NAME                                     PRESENT PRINCIPAL OCCUPATION OR EMPLOYMENT AND
----                                     MATERIAL POSITIONS HELD DURING THE PAST FIVE YEARS
                                         --------------------------------------------------

<S>                                      <C>
                                         from 1991 until 1996.

John F. Burt, Jr.                        Executive Vice President of Bacou Safety
                                         from May 1998 until April 30, 2001; founded
                                         Biosystems, Inc. in 1981 and served as
                                         President of that company until its merger
                                         into Bacou Safety in March 1998 and as President
                                         of the Biosystems division of Bacou Safety
                                         from March 1998 until April 30, 2001, and since
                                         that time as Founder. Mr. Burt's principal
                                         business address is c/o Biosystems, 651 South
                                         Main Street, Middletown, Connecticut 06457.
</TABLE>


      To the knowledge of Bacou USA, during the last five years none of the
foregoing directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding violations with respect to such laws.

      DIRECTORS AND EXECUTIVE OFFICERS OF BACOU S.A. Set forth below are the
name, address and the present principal occupations or employment of any
corporation or other organization in which such occupation or employment is
conducted, and the five-year employment history of each of the directors and
executive officers of Bacou S.A. Each person identified below is a citizen of
the Republic of France, except for Walter Stepan who is a citizen of the Federal
Republic of Germany. Unless indicated otherwise, each person's principal
business address is c/o Bacou S.A., Z.I. Paris Nord II, 13, rue de la Perdrix,
93290 Tremblay, France.

<TABLE>
<CAPTION>

                                         PRESENT PRINCIPAL OCCUPATION OR
NAME                                     EMPLOYMENT AND MATERIAL POSITIONS HELD
----                                     DURING THE PAST FIVE YEARS
                                         --------------------------

<S>                                      <C>
Guy Hedouin                              Director and executive officer
                                         of Bacou S.A.

Christophe Bacou                         The information set forth in this
                                         item under the caption "Directors and
                                         Executive Officers of Bacou USA" is
                                         incorporated herein by reference.

Rene Duvert                              Director of Bacou S.A.

Walter Stepan                            The information set forth in this
                                         item under the caption "Directors and
                                         Executive Officers of Bacou USA" is
                                         incorporated herein by reference.

Howard Leight                            Director of Bacou S.A. The information
                                         set forth in this item under the
                                         caption "Directors and Executive
                                         Officers of Bacou USA" is incorporated
                                         herein by reference.

Philippe Bacou                           The information set forth in this
                                         item under the caption "Directors and
                                         Executive Officers of Bacou USA" is
                                         incorporated herein by reference.
</TABLE>

      To the knowledge of Bacou S.A., during the last five years none of the
foregoing directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding violations with respect to such laws.

DIRECTORS AND EXECUTIVE OFFICERS OF ENGINEERING HENRI BACOU. Set forth below are
the name, address and the present principal occupations or employment of any
corporation or other organization in which such occupation or employment is
conducted, and the five-year employment history of each of the directors and
executive officers of Engineering Henri Bacou. Each person identified below is a
citizen of the Republic of France. Unless indicated otherwise, each person's
principal business address is c/o Engineering Henri Bacou, Z.I. Paris Nord II,
13, rue de la Perdrix, 93290 Tremblay, France.

<TABLE>
<CAPTION>

                                         PRESENT   PRINCIPAL   OCCUPATION   OR
NAME                                     EMPLOYMENT AND MATERIAL POSITIONS HELD
----                                     DURING THE PAST FIVE YEARS
                                         --------------------------

<S>                                      <C>
Veronique Bacou                          Director and executive officer of
                                         Engineering Henri Bacou.

Jacqueline Maggi Bacou                   Director and executive officer
                                         of Engineering Henri Bacou. Managing
                                         Director of Guanne Protection
                                         until November 2000.

Christophe Bacou                         The information set forth in this
                                         item under the caption "Directors and
                                         Executive Officers of Bacou USA" is
                                         incorporated herein by reference.

Philippe Bacou                           The information set forth in this
                                         item under the caption "Directors and
                                         Executive Officers of Bacou USA" is
                                         incorporated herein by reference.
</TABLE>


                                      -6-
<PAGE>


      To the knowledge of Engineering Henri Bacou, during the last five years
none of the foregoing directors or executive officers has been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
has been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction resulting in a judgment, decree or final order
enjoining future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws, or finding violations with
respect to such laws.

      DIRECTORS AND EXECUTIVE OFFICERS OF CHRISTIAN DALLOZ. Set forth below
are the name, address and the present principal occupations or employment of
any corporation or other organization in which such occupation or employment
is conducted, and the five-year employment history of each of the directors
and executive officers of Christian Dalloz. Each person identified below is a
citizen of the Republic of France, except for Donald McCroskey, Joe Reimer,
Jerry McGurkin, Rod Fogelman, and Julius Tilley, who are citizens of the
United States. Unless indicated otherwise, each person's principal address is
63 bis, Boulevard Bressieres 75017 Paris, France.

<TABLE>
<CAPTION>
                                         PRESENT   PRINCIPAL   OCCUPATION   OR
Name                                     EMPLOYMENT AND MATERIAL POSITIONS HELD
----                                     DURING THE PAST FIVE YEARS
-------------------------------------------------------------------------------
<S>                                      <C>
Mr. Philippe Alfroid                     Chairman of Christian Dalloz SA
                                         since July 1992. Director of Christian
                                         Dalloz SA since April 1991.
                                         Mr. Alfroid's principal business
                                         address is
                                         c/o Essilor International
                                         147 rue de Paris
                                         Charenton-Le-Pont
                                         94220, France

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

Mr. Claude-Henri Balleyguier             Director and Chief Executive Officer of
                                         Christian Dalloz SA since September
                                         1999; President, Europe, Tektronix
                                         from 1996 to 1998. Mr. Balleyguier's
                                         principal business address is
                                         c/o Dalloz Safety, Inc.
                                         2nd & Washington Streets
                                         P.O. Box 622
                                         Reading, PA 19603-0622

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

Ms. Ginette Dalloz                       General Manager of Christian Dalloz
                                         SA since July 1992; Director of
                                         Christian Dalloz SA since April 1983.

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

Financiere Christian Dalloz              Director of Christian Dalloz SA since
(represented by Jean-Claude              June 1992. Mr. Dalloz' principal
Boisset)                                 business address is Financiere
                                         Christian Dalloz
                                         147 rue de Paris
                                         Charenton-Le-Pont
                                         94220, France

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

Mr. Gerard Cottet                        Director of Christian Dalloz SA
                                         since July 1992.
--------------------------------------------------------------------------------

Mr. Francois Faiveley                    Director of Christian Dalloz SA;
                                         Chairman and Chief Executive Officer,
                                         Francois Faiveley Participations and
                                         Financiere Faiveley C.V.V.B.,
                                         S.B.E.V.; Manager, Faiveley Freres,
                                         Cosodec.

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

Mr. Donald McCroskey                     Director of Christian Dalloz SA
                                         since May 1996.

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

Mr. Joe Reimer                           President of Fall Protection Division
                                         and MBU America; with Christian
                                         Dalloz since February 1981.
                                         Mr. Reimer's principal business
                                         address is
                                         c/o Dalloz Safety, Inc.
                                         2nd & Washington Streets
                                         P.O. Box 622
                                         Reading, PA 19603

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

Mr. Jerry McGurkin                       Senior Vice President and General
                                         Manager, MBU Australia, PBU Hearing
                                         and Respiratory; with Christian
                                         Dalloz since September 1995.
                                         Mr. McGurkin's principal
                                         business address is
                                         c/o Dalloz Safety, Inc.
                                         2nd & Washington Streets
                                         P.O. Box 622
                                         Reading, PA 19603

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

                                      -7-
<PAGE>

<CAPTION>
                                         PRESENT   PRINCIPAL   OCCUPATION   OR
Name                                     EMPLOYMENT AND MATERIAL POSITIONS HELD
----                                     DURING THE PAST FIVE YEARS
-------------------------------------------------------------------------------
<S>                                      <C>
Mr. Herve Meillat                        President, Eyewear Group; with
                                         Christian Dalloz since August 1998.
                                         Mr. Meillat's principal
                                         business address is
                                         c/o Dalloz Safety, Inc.
                                         2nd & Washington Streets
                                         P.O. Box 622
                                         Reading, PA 19603-0622

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

Mr. Pascal Ode                           Senior Vice President and General
                                         Manager, MBU Europe and Asia, since
                                         July 2000; General Manager, France
                                         and Segment Manager, Smart Cards,
                                         Europe, Philips Semi-Conductors,
                                         from 1997 to 2000; Marketing
                                         Director, Europe, Schneider
                                         Electric, SA, from 1992 to 1997.

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

Mr. Brice de la Morandiere               Chief Financial Officer since June
                                         1998; Finance Director, Carnaud
                                         Metalbox, from February 1996 to June
                                         1998. Mr. de la Morandiere's principal
                                         business address is
                                         c/o Dalloz Safety, Inc.
                                         2nd & Washington Streets
                                         P.O. Box 622
                                         Reading, PA 19603-0622

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

Mr. Rod Fogelman                         Senior Vice President, Human Resources;
                                         with Christian Dalloz since October
                                         1975. Mr. Fogelman's principal
                                         business address is
                                         c/o Dalloz Safety, Inc.
                                         2nd & Washington Streets
                                         P.O. Box 622
                                         Reading, PA 19603-0622

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

Mr. Julius Tilley                        Chief Information Officer since
                                         August 1998; Principal Consultant,
                                         Price Waterhouse, LLP, from January
                                         to July 1998; Information Services
                                         Operations Manager, OKIDATA
                                         Corporation, from May 1995 to
                                         December 1997. Mr. Tilley's
                                         principal business address is
                                         Christian Dalloz IT Center,
                                         Chadds Ford Business Campus
                                         Brandywine Two,
                                         Chadds Ford, PA 19317-9868

--------------------------------------------------------------------------------
</TABLE>

      To the knowledge of Christian Dalloz, during the last five years none of
the foregoing directors or executive officers has been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or has been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws, or finding violations with respect to such laws.

      PHILIPPE BACOU. The information set forth in this item under the caption
"Directors and Eexecutive Officers of Bacou USA" is incorporated herein by
reference.

      JACQUELINE MAGGI BACOU. The information set forth in this item under
the caption "Directors and Executive Officers of Engineering Henri Bacou" is
incorporated herein by reference.

      CHRISTOPHE BACOU. The information set forth in this item under the caption
"Directors and Executive Officers of Bacou USA" is incorporated herein by
reference.

      VERONIQUE BACOU. The information set forth in this item under the caption
"Directors and Executive Officers of Engineering Henri Bacou" is incorporated
herein by reference.

ITEM 4.  TERMS OF THE TRANSACTION

(a)(l)      Not applicable.

(a)(2)(i)   The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER" and "SUMMARY TERM
            SHEET" is incorporated herein by reference.

                                      -8-
<PAGE>

(a)(2)(ii)  The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER" and "INTRODUCTION"
            is incorporated herein by reference.

(a)(2)(iii) The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SPECIAL
            FACTORS-Reasons for the Approvals by the Oversight Committee and our
            Board of Directors" and "SPECIAL FACTORS-Christian Dalloz's Reasons
            for the Merger" is incorporated herein by reference.

(a)(2)(iv)  The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
            SHEET-Our Majority Stockholder; No Further Stockholder Approval
            Required" and "SPECIAL FACTORS-Our Majority Stockholder; No Further
            Stockholder Approval Required" is incorporated herein by reference.

(a)(2)(v)   The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
            SHEET" and "THE MERGER-The Merger Agreement-Consideration to be
            Received by the Stockholders" is incorporated herein by reference.

(a)(2)(vi)  The information set forth in the Information Statement under the
            caption "SUMMARY TERM SHEET-Accounting Treatment" is incorporated
            herein by reference.

(a)(2)(vii) The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
            SHEET-Material U.S. Federal Income Tax Consequences" and "SPECIAL
            FACTORS-Material U.S. Federal Income Tax Consequences of the Merger
            to our Stockholders" is incorporated herein by reference.

(c)         The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
            SHEET-Our Majority Stockholder; No Further Stockholder Approval
            Required", "INTRODUCTION", "SPECIAL FACTORS-Our Majority
            Stockholder; No Further Stockholder Approval Required" and "THE
            MERGER-Payment of Merger Consideration and Surrender of Stock
            Certificates" is incorporated herein by reference.

(d)         The information set forth in the Information Statement under the
            captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
            SHEET-Appraisal Rights " and "THE MERGER-Appraisal Rights" is
            incorporated herein by reference.

(e)         The information set forth in the Information Statement under the
            caption "OTHER MATTERS-Provisions for Unaffiliated Stockholders" is
            incorporated herein by reference.

(f)         Not applicable.

ITEM 5.  PAST CONTRACTS, TRANSACTIONS, NEGOTIATIONS AND AGREEMENTS

(a)(1) The information set forth in the Information Statement under the captions
       "SUMMARY TERM SHEET-Interests of Certain Parties in the Merger and
       Related Acquisition Transactions; Potential Conflicts of Interest",
       "THE MERGER-The Merger Agreement" and "OTHER MATTERS-Information
       Incorporated by Reference" is incorporated herein by reference.

(a)(2) The information set forth in the Information Statement under the caption
       "SPECIAL FACTORS-Interests of Certain Parties in the Merger and Related
       Transactions; Potential Conflicts of Interest" is incorporated herein by
       reference.

                                      -9-
<PAGE>

(b)-(c)   The information set forth in the Information Statement under the
          caption "SPECIAL FACTORS-Background of the Merger and the Related
          Acquisition Transactions" is incorporated herein by reference.

(e)       The information set forth in the Information Statement under the
          captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
          SHEET-Combination of the Bacou Group and Christian Dalloz", "SUMMARY
          TERM SHEET-Our Majority Stockholder; No Further Stockholder Approval
          Required", "SUMMARY TERM SHEET-Interests of Certain Parties in the
          Merger and Related Acquisition Transactions; Potential Conflicts of
          Interest", "INTRODUCTION", "SPECIAL FACTORS-Background of the Merger
          and the Related Acquisition Transactions", "SPECIAL FACTORS-Our
          Majority Stockholder; No Further Stockholder Approval Required",
          "SPECIAL FACTORS-Interests of Certain Parties in the Merger and
          Related Transactions; Potential Conflicts of Interest", "THE
          MERGER-The Merger Agreement" and "THE MERGER-The Stockholder
          Agreement" is incorporated herein by reference. The information
          set forth in Exhibit (d) is incorporated herein by reference.

ITEM 6.  PURPOSES OF THE TRANSACTION AND PLANS OR PROPOSALS

(b)         The information set forth in the Information Statement under the
            captions "SPECIAL FACTORS-Purpose and Structure of the Merger",
            "SPECIAL FACTORS-Certain Effects of the Merger" and "THE MERGER-The
            Merger Agreement-Consideration to be Received by the Stockholders"
            is incorporated herein by reference.

(c)(1)-(8)  The information set forth in the Information Statement under the
            captions "SUMMARY TERM SHEET-Effects of the Merger", "SPECIAL
            FACTORS-Certain Effects of the Merger", "SPECIAL FACTORS-Plans for
            Bacou USA after the Merger" and "SPECIAL FACTORS-Interest of Certain
            Parties in the Merger and Related Transactions; Potential Conflicts
            of Interest" is incorporated herein by reference.

ITEM 7.  PURPOSES, ALTERNATIVES, REASONS AND EFFECTS

(a)   The information set forth in the Information Statement under the captions
      "SPECIAL FACTORS-Background of the Merger and the Related Acquisition
      Transactions" and "SPECIAL FACTORS-Purpose and Structure of the Merger" is
      incorporated herein by reference.

(b)   The information set forth in the Information Statement under the captions
      "SPECIAL FACTORS-Background of the Merger and the Related Acquisition
      Transactions", "SPECIAL FACTORS-Opinion of UBS Warburg LLC", "SPECIAL
      FACTORS-Reasons for the Approvals by the Oversight Committee and our Board
      of Directors" and "SPECIAL FACTORS-Purpose and Structure of the Merger" is
      incorporated herein by reference.

(c)   The information set forth in the Information Statement under the captions
      "SUMMARY TERM SHEET-Approval of the Oversight Committee and our Board of
      Directors", "SPECIAL FACTORS-Background of the Merger and the Related
      Acquisition Transactions", "SPECIAL FACTORS-Opinion of UBS Warburg LLC",
      "SPECIAL FACTORS-Reasons for the Approvals by the Oversight Committee and
      our Board of Directors", "SPECIAL FACTORS-Christian Dalloz's Reasons for
      the Merger" and "SPECIAL FACTORS-Purpose and Structure of the Merger" is
      incorporated herein by reference.

(d)   The information set forth in the Information Statement under the captions
      "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM SHEET-Effects of
      the Merger", "SUMMARY TERM SHEET-Interests of Certain Parties in the
      Merger and Related Acquisition Transactions; Potential Conflicts of
      Interest", "SUMMARY TERM SHEET-Material U.S. Federal Income Tax
      Consequences", "SPECIAL FACTORS-Background of the Merger and the
      Related Acquisition Transactions", "SPECIAL FACTORS-Opinion of
      UBS Warburg LLC", "SPECIAL FACTORS-Purpose and Structure of the
      Merger", "SPECIAL FACTORS-Certain Effects of the Merger", "SPECIAL
      FACTORS-Plans for Bacou USA after the Merger", "SPECIAL FACTORS-Material
      U.S. Federal Income Tax Consequences of the

                                      -10-
<PAGE>

      Merger to our Stockholders" and "THE MERGER-The Merger Agreement" is
      incorporated herein by reference.

ITEM 8.  FAIRNESS OF THE TRANSACTION

(a)-(f) The information set forth in the Information Statement under the
        captions "QUESTIONS AND ANSWERS ABOUT THE MERGER", "SUMMARY TERM
        SHEET-Approval of the Oversight Committee and our Board of Directors",
        "INTRODUCTION", "SPECIAL FACTORS-Our Majority Stockholder; No Further
        Stockholder Approval Required", "THE MERGER-The Merger Agreement",
        "SPECIAL FACTORS-Background of the Merger and the Related Acquisition
        Transactions", "SPECIAL FACTORS-Opinion of UBS Warburg LLC", "SPECIAL
        FACTORS-Reasons for the Approvals by the Oversight Committee and our
        Board of Directors", "SPECIAL FACTORS-Bacou USA's Position as to the
        Fairness of the Merger", "SPECIAL FACTORS-Bacou S.A.'s, Engineering
        Henri Bacou's and the Bacou Family's Positions as to the Fairness of the
        Merger" and "SPECIAL FACTORS-Christian Dalloz's Position as to the
        Fairness of the Merger" is incorporated herein by reference.

ITEM 9.  REPORTS, OPINIONS, APPRAISALS AND NEGOTIATIONS

(a)-(c) The information set forth in the Information Statement under the
        captions "SUMMARY TERM SHEET-Opinion of UBS Warburg LLC", and "SPECIAL
        FACTORS-Opinion of UBS Warburg LLC" is incorporated herein by reference.
        The full text of the written opinion of UBS Warburg LLC, dated May 25,
        2001, is attached to the Information Statement as Appendix B.

ITEM 10. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

(a)-(d) The information set forth in the Information Statement under the
        captions "SUMMARY TERM SHEET-The Merger Agreement-Financing of the
        Merger; Fees and Expenses of the Merger", "SPECIAL FACTORS-The Global
        Transaction-Financing of the Global Transaction" and "THE MERGER-
        Financing of the Merger; Fees and Expenses of the Merger" is
        incorporated herein by reference.

ITEM 11. INTEREST IN THE SUBJECT COMPANY SECURITIES

(a)      The information set forth in the Information Statement under the
         captions "QUESTIONS AND ANSWERS ABOUT THE MERGER" and "OTHER
         MATTERS-Security Ownership of Certain Beneficial Owners and Management"
         is incorporated herein by reference.

(b)(1)-(5)  The information set forth in the Information Statement under the
            caption "OTHER MATTERS-Transactions in Common Stock by Certain
            Persons" is incorporated herein by reference.

ITEM 12. THE SOLICITATION OR RECOMMENDATION

(d)   The information set forth in the Information Statement under the captions
      "SUMMARY TERM SHEET-Our Majority Stockholder; No Further Stockholder
      Approval Required", "INTRODUCTION", "SPECIAL FACTORS-Our Majority
      Stockholder; No Further Stockholder Approval Required" and "SPECIAL
      FACTORS-Bacou USA's Position as to the Fairness of the Merger" is
      incorporated herein by reference.

(e)   The information set forth in the Information Statement under the captions
      "SUMMARY TERM SHEET-Approval of the Oversight Committee and our Board of
      Directors", "SPECIAL FACTORS-Reasons for the Approvals by the Oversight
      Committee and our Board of Directors", "SPECIAL FACTORS-Bacou USA's
      Position as to the Fairness of the Merger" and "SPECIAL FACTORS-Christian
      Dalloz's Reasons for the Merger" is incorporated herein by reference.

                                      -11-
<PAGE>

ITEM 13. FINANCIAL STATEMENTS

(a)   The information set forth in the Information Statement under the captions
      "INTRODUCTION-Our Selected Consolidated Financial Information",
      "INTRODUCTION-Consolidated Ratios of Earnings to Fixed Charges and Book
      Value Per Share" and "OTHER MATTERS-Information Incorporated by Reference"
      is incorporated herein by reference.

(b)   Not applicable.

ITEM 14. PERSON/ASSETS, RETAINED, EMPLOYED, COMPENSATED OR USED

(a)   Not applicable.

(b)   The information set forth in the Information Statement under the captions
      "QUESTIONS AND ANSWERS ABOUT THE MERGER" and "THE MERGER-Financing of the
      Merger; Fees and Expenses of the Merger" is incorporated herein by
      reference.

ITEM 15. ADDITIONAL INFORMATION

(b)   The information set forth in the Information Statement and appendices
      thereto is incorporated by reference herein.

ITEM 16. EXHIBITS

(a)(1)  Preliminary Information Statement of Bacou USA dated June 14, 2001 is
        incorporated by reference herein.

(a)(2)  Agreement and Plan Of Merger dated as of May 29, 2001 among Christian
        Dalloz, Daniel U.S. Sub, Inc. and Bacou USA (attached as Appendix A to
        the Information Statement and incorporated by reference herein).

(c)(1)  Opinion of UBS Warburg LLC, dated May 25, 2001 (attached as Appendix B
        to the Information Statement and incorporated by reference herein).

(c)(2)  Materials presented by UBS Warburg LLC to the Oversight Committee on May
        25, 2001.

(d)     Company Stockholder Agreement, dated as of May 29, 2001, between Bacou
        S.A. and Dalloz.

(f)     Section 262 of the Delaware General Corporation Law (attached as
        Appendix C to the Information Statement and incorporated by reference
        herein).

(g)     Not applicable.


                                      -12-
<PAGE>

                                    SIGNATURE

      After due inquiry and to the best of my knowledge and belief, each of the
undersigned does certify that the information set forth in this statement is
true, complete and correct.

                                       BACOU USA, INC.


                                       By: /s/ Philip Barr
                                          --------------------------------------
                                          Name:  Philip Barr
                                          Title: President and Chief Executive
                                                 Officer


                                       BACOU S.A.


                                       By: /s/ Philippe Bacou
                                          --------------------------------------
                                          Name:  Philippe Bacou
                                          Title: President and Chief Executive
                                                 Officer



                                       ENGINEERING HENRI BACOU S.A.



                                       By:  /s/ Philippe Bacou
                                          --------------------------------------
                                          Name:  Philippe Bacou
                                          Title: President and Chief Executive
                                                 Officer



                                       PHILIPPE BACOU


                                          /s/ Philippe Bacou
                                       -----------------------------------------




                                       CHRISTOPHE BACOU


                                          /s/ Christophe Bacou
                                       -----------------------------------------

                                      -13-
<PAGE>


                                       JACQUELINE MAGGI BACOU


                                          /s/ Jacqueline Maggi Bacou
                                       -----------------------------------------



                                       VERONIQUE MIRABEL


                                          /s/ Veronique Mirabel
                                       -----------------------------------------



                                       CHRISTIAN DALLOZ



                                       By: /s/ Philippe Alfroid
                                          ------------------------------------
                                          Name: Philippe Alfroid
                                          Title: President


Dated: June 14, 2001


                                      -14-
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(C)(2)
<SEQUENCE>2
<FILENAME>a2051688zex-99_c2.txt
<DESCRIPTION>EXHIBIT 99.(C)(2)
<TEXT>

<PAGE>

                                                               Exhibit 99.(c)(2)

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

The accompanying material was compiled on a confidential basis for use solely by
the Oversight Committee of the Board of Directors of Bacou USA, Inc. (the
"Company" or "Bacou USA") in evaluating the proposed transaction described
herein. This material is not intended to provide the sole basis for evaluating
the transaction, does not purport to contain all the information that may be
required and should not be considered a recommendation with respect to the
transaction. This material was prepared for a specific use by specific persons
and was not prepared to conform with any disclosure standards under applicable
federal securities laws or otherwise. Neither the Company nor UBS Warburg LLC
("UBS Warburg") nor any of their respective officers, directors, employees,
affiliates, advisors, agents or representatives warrants the accuracy or
completeness of any of the material set forth herein. Nothing contained in the
accompanying material is, or shall be relied upon as, a promise or
representation as to the past or the future.

It should be understood that any estimates, valuations and/or projections
contained in the accompanying material were prepared or derived from information
supplied by the Company without any independent verification thereof by UBS
Warburg. Accordingly, no representation or warranty can be or is made by UBS
Warburg as to the accuracy or achievability of any such valuations, estimates
and/or projections and UBS Warburg expressly disclaims any and all liability
relating to or resulting from the use of this material. Actual results may vary
from such estimates, valuations or projections and such variations may be
material. This material must not be copied, reproduced, distributed or passed to
others at any time without the prior written consent of UBS Warburg.

[LOGO] UBS Warburg

<PAGE>

Contents
--------------------------------------------------------------------------------

SECTION 1     Transaction Overview ......................................1

SECTION 2     Summary of the DB Sale Process ............................6

SECTION 3     Company Overview ..........................................9

SECTION 4     Valuation Analyses .......................................23

APPENDICES A Comparable Public Companies Analysis--Company Descriptions

           B Comparable Transactions Analysis--Target Descriptions

[LOGO] UBS Warburg

<PAGE>

Transaction Overview
--------------------------------------------------------------------------------
SECTION 1

[LOGO] UBS Warburg

<PAGE>

Transaction Overview
--------------------------------------------------------------------------------

o     Christian Dalloz S.A. ("Dalloz") has proposed to acquire, directly and
      indirectly, all of the outstanding shares of Bacou S.A. ("Bacou SA" or the
      "Principal Company Stockholder") through a series of share purchases and
      related transactions. The proposed consideration to be paid to the
      shareholders of Bacou SA is to be comprised of cash and shares of Dalloz
      common stock (collectively, the "French Transactions").

o     In connection with the French Transactions, Dalloz also proposes to
      acquire all of the outstanding shares of common stock of Bacou USA, Inc.
      ("Bacou USA" or the "Company"), par value $.001 per share (the "Company
      Common Stock"), not owned by Dalloz, Dalloz Safety, Inc. ("Sub"), the
      Company or Bacou SA. Bacou USA is a majority-owned subsidiary of Bacou SA.

o     Pursuant to the draft Agreement and Plan of Merger (the "Agreement") dated
      May 23, 2001 to be entered into by the Company, Dalloz and Sub, a Delaware
      corporation and a wholly owned subsidiary of Dalloz:

      --    Sub will merge with and into the Company (the "Merger"); and

      --    shares of the Company (other than shares held by Bacou SA and
            Appraisal Shares (as defined in the Agreement)) will be converted
            into the right to receive US$28.50 per share in cash (the "Merger
            Consideration"), subject to the terms and conditions as set forth in
            the Agreement.

o     Financing for the Merger and the cash portion of the French Transactions
      is to be provided from several sources: (i) senior secured credit
      facilities provided by JP Morgan plc and BNP Paribas and (ii) cash equity
      financing provided by certain third party investors.

o     Financing specifically for the Merger (and refinancing of Bacou USA debt)
      will be in the form of two term bank loan facilities: (i) a US$160 million
      loan (5 years, amortizing); and (ii) a US$113 million loan (5 years,
      amortizing).

o     Financing for the acquisition of Bacou SA (and related debt refinancing)
      will be in the form of a FRF2,055.0 million (~US$268 million) term bank
      loan (5 years, amortizing) and approximately FRF42O million (~US$55
      million) of cash equity financing.

o     Additional bank financing will be provided by a 5 year, multicurrency
      revolving credit facility in the amount of FRF65O million (~US$85
      million) to be used for working capital purposes and debt refinancing.


[LOGO] UBS Warburg                            Section 1: Transaction Overview  2
<PAGE>

Relevant Parties to the Transaction
--------------------------------------------------------------------------------

BACOU S.A.

o     Bacou SA is a leading global manufacturer of a broad range of branded
      safety products renowned for their performance, reliability and high
      end-user acceptance. Founded in France in 1974 by Henri Bacou, the
      Company has grown globally through strategic acquisitions, product line
      expansion and internal growth

o     Bacou SA is comprised of two major geographic operations:

      --    Bacou France and its affiliates are primarily focused in Europe
      --    Bacou USA is primarily focused in the Americas. Bacou USA is 71.3%
            owned by Bacou SA and approximately 28.7% owned by public
            shareholders and insiders

BACOU USA, INC.

o     Bacou USA designs, manufactures and sells safety products that protect the
      sight, hearing, hands and respiratory systems of workers against
      occupational hazards, and related instruments such as gas monitors and
      test equipment for SCBA products. In 2000, Bacou USA generated
      approximately $320 million in sales, predominantly through industrial
      safety distributors

o     Since its inception, Bacou USA has had an aggressive growth strategy that
      has included successful acquisitions of 10 businesses to broaden the
      Company's product offerings and to build a one-stop provider of industrial
      safety products

o     The Company is based in Smithfield, Rhode Island and operates 12
      manufacturing plants and warehouses in eight states and Mexico and three
      regional sales offices in two states and the UK. As of December 31, 2000,
      Bacou USA employed 2,460 people on a full-time basis

CHRISTIAN DALLOZ S.A.

o     Christian Dalloz S.A. is a leading personal protective equipment company
      with sales in 75 countries and a global network of qualified distributors.
      Dalloz has expanded, in part, through a series of strategic acquisitions

o     Dalloz holds key market positions in hearing, eye, respiratory and fall
      protection products worldwide. Dalloz has strong name recognition with
      brands such as Wilson, Pulsafe, and Bilsum

o     For fiscal year 2000, sales were EUR 256.5 million ($236.7 million), an
      increase of 40.7% year over year (driven mostly by the Fall Protection and
      Sun Lenses segments), and net income of EUR 15.6 million ($14.4 million)


[LOGO] UBS Warburg                            Section 1: Transaction Overview  3
<PAGE>

Principal Terms & Conditions
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Form of Transaction:    o     Reverse triangular merger of Sub with and into the
                              company

Merger Consideration:   o     US$28.50 per share in cash

Tax Structure:          o     Fully taxable to selling shareholders

Accounting Treatment:   o     Purchase accounting under US GAAP

Governing Law:          o     State of Delaware

Significant Conditions  o     Oversight Committee will have: (i) approved the
and Other Terms:              Agreement and the Merger and recommended approval
                              of same by the Board of Directors of the Company;
                              and (ii) determined that the Agreement and 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)

                        o     Company's Board of Directors will have: (i)
                              approved the Agreement and the Merger and
                              recommended adoption of same by the Company's
                              shareholders (other than the Principal Company
                              Stockholder); (ii) determined that the 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) adopted
                              resolutions terminating the Letter Agreement dated
                              July 13, 2000 between certain members of the Bacou
                              family and the Company

                        o     Affirmative vote by a majority of the votes by the
                              Company's shareholders in favor of the Merger
                              (Bacou SA ownership represents 71.3% of the vote)

                        o     Customary conditions relating to regulatory
                              approvals (e.g., HSR Act, among others) and no
                              material adverse change

                        o     Appraisal rights for holders of Company Common
                              Stock

                        o     No shop provision

                        o     Satisfaction of (or waiver of) all conditions
                              precedent to the consummation of the French
                              Transactions (as defined in the Master Agreement
                              relating to the combination of Dalloz and Bacou
                              SA), other than the Merger

Termination Conditions: o     Customary termination conditions and provisions
                              including:

                              --    Termination by mutual consent

                              --    Termination by either the Company or
                                    Dalloz, if (i) the Merger is not
                                    consummated by December 31, 2001, (ii)
                                    failure to receive the requisite vote in
                                    favor of the Merger; and (iii) the
                                    agreements forming or governing the French
                                    Transactions are terminated in accordance
                                    with their terms

                              --    no termination fee

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


[LOGO] UBS Warburg                            Section 1: Transaction Overview  4
<PAGE>

Valuation Analysis at Proposed Transaction Price
--------------------------------------------------------------------------------

Transaction Value of Bacou USA at Proposed Transaction Price(1)

(US$mm, except per share)
-------------------------------------------------------------------------
Proposed Transaction Price Per Share (US$)                  28.50
Total Diluted Shares Outstanding (millions)                18.644
-------------------------------------------------------------------------
                                                            531.4
Less: Option Proceeds                                      (15.8)
=========================================================================
TRANSACTION EQUITY MARKET VALUE                             515.6
=========================================================================
Plus: Debt                                                  115.3
Less: Cash and Equivalents                                 (16.8)
=========================================================================
TRANSACTION ENTERPRISE VALUE                                614.0
=========================================================================

Implied Valuation Multiples at Proposed Transaction Price(2)

                                      Variable
                                      (USSMM)              US$28.50
-------------------------------------------------------------------------
TEV/LTM Pro Forma Revenue               322.5                 1.9x
TEV/LTM Pro Forma EBITDA                 78.5                 7.8
TEV/LTM Pro Forma EBIT                   58.6                10.5
EMV/LTM Pro Forma Net Income             32.0                16.1
-------------------------------------------------------------------------

SOURCE: Company reports and SEC filings

NOTES:

(1)   Based on the Company's balance sheet as of April 30, 2001
(2)   Implied multiples based on the Company's adjusted pro forma operating
      results for the latest twelve months ("LTM") ended April 30, 2001


[LOGO] UBS Warburg                            Section 1: Transaction Overview  5
<PAGE>

Summary of the DB Sale Process
--------------------------------------------------------------------------------
SECTION 2

[LOGO] UBS Warburg

<PAGE>

Summary of the DB Sale Process
--------------------------------------------------------------------------------

o     The following comments are based on conversations with and materials
      provided by Deutsche Bank ("DB")

      o     The Bacou SA solicitation process ("Project Sauvegarde") was
            conducted in two rounds: Round 1 (indication of interest) was
            conducted during August and September 2000 while Round 2 (management
            presentations, data rooms and detailed due diligence) was conducted
            during October and November 2000

      o     During Round 1, DB and Deloitte & Touche Corporate Finance contacted
            130 parties, both strategic and financial, with over 60% of the
            prospective purchasers located in the United States with the balance
            from Europe

      o     Prospective purchasers were instructed to submit indications for the
            acquisition of Bacou SA in its entirety with separate valuation
            indications for Bacou USA and Bacou SA (European operations only)

      o     Round 1 resulted in the submission of 27 non-binding written
            indications of interest for all or parts of Bacou SA with an
            allocated enterprise valuation range for Bacou USA of $585 to $775
            million which translated into a per share valuation range of $24.97
            to $35.00. Each indication was subject to material conditions,
            including availability of financing

            --    20 bids gave separate value indications for Bacou USA and
                  Bacou SA (European operations only)

            --    3 bids gave values for the entire Bacou SA (consolidated)
                  business (without specifying a separate value for Bacou USA)

            --    4 written indications for specific parts of Bacou SA or Bacou
                  USA; and

            --    4 oral indications which did not state any values

      o     Nine prospective purchasers were invited to Round 2, resulting in
            two conditional offers

            --    both Finalist 1 and Finalist 2 proposed $25.00 per share for
                  the Bacou USA minority interest

      o     An exclusivity agreement was executed in January 2001 between Bacou
            SA and Finalist 1; discussions with Finalist 1 were subsequently
            terminated in early February 2001

      o     In late February 2001, Rothschild & Cie ("Rothschild"), Dalloz'
            financial advisor, met with DB to discuss a potential transaction
            between the parties. Discussions continued for a month

      o     In late March 2001, an exclusivity agreement was executed between
            Dalloz and Bacou SA, concurrent with Dalloz' written proposal on the
            same date


[LOGO] UBS Warburg                   Section 2: Summary of the DB Sale Process 7
<PAGE>

Summary of the DB Sale Process (continued)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                         North America               Europe                    Total
--------------------------------------------------------------------------------------------------------------------------------

Round 1
--------------------------------------------------------------------------------------------------------------------------------
<S>                                                            <C>                     <C>                      <C>
Contacts
      Interested                                               55                      32                        87
      Not Interested                                           25                      18                        43
================================================================================================================================
TOTAL                                                          80                      50                       130
================================================================================================================================
Selling Memorandum
      Selling Memorandum-Interested                            14                      13                        27(1)
      Selling Memorandum-Not Interested                        41                      19                        60
================================================================================================================================
TOTAL                                                          55                      32                        87
================================================================================================================================

Round 2
--------------------------------------------------------------------------------------------------------------------------------
Initial Indications Received                                   14                      13                        27(1)
Management Presentations & Data Room                            5                       4                         9
================================================================================================================================
FINAL BIDS RECEIVED                                             2                       0                         2
================================================================================================================================
</TABLE>

SOURCE: Deutsche Bank

NOTE:

(1)   Excludes four (4) verbal indications of interest received


[LOGO] UBS Warburg                   Section 2: Summary of the DB Sale Process 8
<PAGE>

Company Overview
--------------------------------------------------------------------------------
SECTION 3

[LOGO] UBS Warburg

<PAGE>

Business Segment Overview
--------------------------------------------------------------------------------

o     Bacou USA is a leading manufacturer of personal safety products

      SAFETY SEGMENT:

      o     Consumable and technical products with highly recognized brand names
      o     Sold primarily to industrial and fire safety distributors
      o     Strength in hearing, eye and respiratory protection as well as in
            gas detection products
      o     Market leader in non-prescription eye protection

      GLOVE SEGMENT:

      o     Through acquisitions and internal growth, Bacou USA has achieved a
            leading market position
      o     Whiting+Davis is a premier brand in the niche metal glove market

      SAFETY OPTICAL FRAMES AND INSTRUMENT SEGMENT:

      o     Includes eyeglass frames and components, and vision screening
            equipment (for prescription)
      o     Sold primarily to optical laboratory customers

      Manufactured Products Operating Structure

      [Chart regarding Manufactured Products Operating Structure of Bacou USA.]

      SOURCE: Company Reports

      2000 Sales by Product Line--Bacou USA

      [Pie chart regarding Bacou USA 2000 sales by product line showing the
      Glove Segment having 15% of total sales, Optical Frames and Instruments
      Segment having 12% of total sales and the Safety Segment having 73% of
      total sales.]

      SOURCE: Bacou USA 10-K dated December 31, 2000


[LOGO] UBS Warburg                                Section 3: Company Overview 10
<PAGE>

Bacou USA Historical 5-Year Financial Summary (As Reported)
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                            For the Fiscal Year Ended December 31,(1)               1996-2000
                             ---------------------------------------------------------------------     CAGR
(US$mm)                         1996             1997           1998            1999         2000      (%)     LTM 4/30/01(1)
-----------------------------------------------------------------------------------------------------------------------------
<S>                            <C>              <C>            <C>             <C>          <C>        <C>           <C>
Operating Data:
Revenue                        109.3            130.9          221.1           274.7        319.7      30.8          321.0
% Growth                          na             19.8           68.9            24.2         16.4
EBITDA                          39.1             33.3           52.9            68.2         77.7      18.7           76.2
% Margin                        35.8             25.4           23.9            24.8         24.3
EBIT                            31.6             24.6           38.7            50.9         58.3      16.5           56.5
% Margin                        28.9             18.8           17.5            18.5         18.2
Net Income                      19.4             14.4           21.0            27.2         30.9      12.4           30.0
% Margin                        17.7             11.0            9.5             9.9          9.7
Diluted EPS                     1.18             0.83           1.19            1.54         1.73      10.0           1.68
%Growth                           na           (29.7)           43.4            29.4         12.3
Diluted Shares Outstanding      16.4             17.4           17.7            17.7         17.8                     17.9

Balance Sheet Data:
Current Assets(2)               29.8             44.5           68.7            89.5        102.8                     92.7
Net PP&E                        27.1             35.9           54.0            74.4         78.4                     75.6
Intangible Assets               47.3             70.7          169.9           194.3        194.5                    191.1
Total Assets                   125.1            152.4          293.8           371.4        379.5                    379.2
Current Liabilities(3)          10.6             11.2           23.0            32.1         24.6                     26.5
Total Debt                       0.0(4)           0.0(4)       107.8           143.9        126.2                    115.3
Shareholders' Equity           112.4            122.9          144.5           181.5        213.1                    221.8

Cash Flow Data:
Depreciation & Amortization      7.5              8.6           14.2            17.3         19.4                     19.7
Capital Expenditures            10.7              6.8           14.4            18.9         13.4                      8.9
-----------------------------------------------------------------------------------------------------------------------------
</TABLE>

SOURCE: Company SEC filings and internal reports

NOTES

(1)   As reported
(2)   Excludes cash
(3)   Excludes debt
(4)   As of December 31, 1996 and December 31, 1997 the Company maintained an
      unused line of credit of $11 million and $31 million, respectively


[LOGO] UBS Warburg                                Section 3: Company Overview 11
<PAGE>

Bacou USA Balance Sheets
--------------------------------------------------------------------------------

                                                    As of              As of
Assets (US$mm)                                    FYE 2000        April 30, 2001
--------------------------------------------------------------------------------
Current Assets:
   Cash and Cash Equivalents                          1.0             16.8
   Accounts Receivable, net                          53.3             46.3
   Inventories, net                                  45.5             41.0
   Other                                              4.0              5.4
--------------------------------------------------------------------------------
        Total Current Assets                        103.7            109.5
--------------------------------------------------------------------------------
   Property, Plant & Equipment, net                  78.4             75.6
   Intangibles                                      194.5            191.1
   Other Assets                                       2.9              2.9
================================================================================
TOTAL ASSETS                                        379.5            379.2
================================================================================

                                                    As of             As of
Liabilities & Shareholders' Equity (US$mm)         FYE 2000      April 30, 2001
--------------------------------------------------------------------------------
Current Liabilities:
   Current Maturities of Long-Term Debt              28.1             23.4
   Accounts Payable                                  11.2             11.3
   Other Accrued Liabilities                         13.3             15.2
--------------------------------------------------------------------------------
        Total Current Liabilities                    52.6             49.9
--------------------------------------------------------------------------------
Non-Current Liabilities:
   Long-Term Debt                                    98.2             92.0
   Other                                             15.6             15.6
--------------------------------------------------------------------------------
        Total Non-Current Liabilities               113.8            107.6
--------------------------------------------------------------------------------
        Total Shareholders' Equity                  213.1            221.8
================================================================================
TOTAL LIABILITIES & SHAREHOLDERS' EQUITY            379.5            379.2
================================================================================

SOURCE: Company SEC filings, press releases and internal reports

[LOGO] UBS Warburg                                Section 3: Company Overview 11
<PAGE>

Bacou USA Pro Forma Earnings Schedule
--------------------------------------------------------------------------------

Analytical Adjustments to Earnings

<TABLE>
<CAPTION>
                                                                                                      LTM
(US$mm, except per share)                                           1999             2000          Apr. 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>             <C>
EBITDA Adjustments:

Reported EBITDA                                                     68.2             77.7            76.2
"Above the line" Non- Recurring Items--Expense (Income)              0.6              1.3             1.7
Pro Forma Adjustments for Acquisitions                               4.9              1.5             0.6
--------------------------------------------------------------------------------------------------------------
Adjusted EBITDA                                                     73.7             80.5            78.5
--------------------------------------------------------------------------------------------------------------
EBITDA--Reported--Margin (%)                                        24.8             24.3            23.7
EBITDA--Adjusted--Margin (%)                                        25.0             24.9            24.3

EBIT Adjustments:

Reported EBIT                                                       50.9             58.3            56.5
"Above the line" Non- Recurring Items--Expense (Income)              0.6              1.3             1.7
Pro Forma Adustments for Acquisitions                                3.9              1.3             0.5
--------------------------------------------------------------------------------------------------------------
Adjusted EBIT                                                       55.5             60.9            58.6
--------------------------------------------------------------------------------------------------------------
EBIT--Reported--Margin (%)                                          18.5             18.2            17.6
EBIT--Adjusted--Margin (%)                                          18.8             18.8            18.2

Net Income Adjustment:

Reported Net Income                                                 27.2             30.9            30.0
After Tax Non- Recurring Items--Expense (Income)                     0.4              1.3             1.6
Pro Forma Adjustments for Acquisitions                               1.8              0.8             0.3
--------------------------------------------------------------------------------------------------------------
Adjusted Net Income                                                 29.4             32.9            32.0
--------------------------------------------------------------------------------------------------------------
Net Income--Reported--Margin(%)                                      9.9              9.7             9.4
Net Income--Adjusted--Margin (%)                                    10.0             10.2             9.9
Weighted Average Diluted Shares                                     17.7             17.8            17.9
EPS--Reported                                                       1.54             1.73            1.68
--------------------------------------------------------------------------------------------------------------
EPS--Adjusted                                                       1.66             1.85            1.79
--------------------------------------------------------------------------------------------------------------
</TABLE>

Detail of Non-Recurring Items

<TABLE>
<CAPTION>
                                                                                                      LTM
(US$mm, except per share)                                           1999             2000          Apr. 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>             <C>
Reported Non-Recurring Expenses (Income)

Inventory Step-up from Acquisitions                                  0.6              0.2             0.2

Evaluation of Strategic Alternatives                                  --              1.1             1.5
--------------------------------------------------------------------------------------------------------------
TOTAL REPORTED NON-RECURRING EXPENSES (INCOME)                       0.6              1.3             1.7
--------------------------------------------------------------------------------------------------------------
Effective Tax Rate (%)                                              35.8             36.7            37.0
--------------------------------------------------------------------------------------------------------------
After Tax Non-Recurring Expenses (Income)                            0.4              1.3             1.6
==============================================================================================================
</TABLE>

Detail of Pro Forma Adjustments

<TABLE>
<CAPTION>
                                             Effective                                                LTM
(US$mm, except per share)                      Date                 1999             2000          Apr. 2001
--------------------------------------------------------------------------------------------------------------
<S>                                                                 <C>              <C>             <C>
EBITDA Adjustments
Whiting+Davis(1)                             6/30/00                 2.7              1.5             0.6

Perfect Fit Glove Co.(2)                     4/1/99                  1.4               --              --

SCHAS Industries Inc.(3)                     4/1/99                  0.8               --              --
--------------------------------------------------------------------------------------------------------------
Total EBITDA Adjustments for Acquisitions                            4.9              1.5             0.6
--------------------------------------------------------------------------------------------------------------
EBIT Adjustments

Whiting+Davis(1)                             6/30/00                 3.3              1.3             0.5

Perfect Fit Glove Co.(2)                     4/1/99                  0.3               --              --

SCHAS Industries Inc.(3)                     4/1/99                  0.3               --              --
--------------------------------------------------------------------------------------------------------------
Total EBIT Adjustments for Acquisitions                              3.9              1.3             0.5
--------------------------------------------------------------------------------------------------------------
Net Income Adjustments

Whiting+Davis(1)                             6/30/00                 1.4              0.8             0.3

Perfect Fit Glove Co.(2)                     4/1/99                  0.2               --              --

SCHAS Industries Inc.(3)                     4/1/99                  0.3               --              --
--------------------------------------------------------------------------------------------------------------
Total Net Income Adjustments for Acquisitions                        1.8              0.8             0.3
--------------------------------------------------------------------------------------------------------------
</TABLE>

SOURCE: Company SEC filings and internal reports

NOTES:

(1)   Includes amortization related to incremental goodwill of $9.5mm
(2)   Includes amortization related to incremental goodwill of $19.4mm and
      interest expense from borrowing related to acquisition financing
(3)   Includes amortization related to incremental goodwill of $14.4mm

[LOGO] UBS Warburg                                Section 3: Company Overview 13
<PAGE>

YTD April 2001 Variance Analysis: Budget & Historical
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                       YTD April 30, 2001                    YTD April 30, 2000
                            ------------------------------------------  ------------------------------
                                                           Variance                       Variance
(US$ mm)                      Actual          Budget          (%)        Pro Forma           (%)
------------------------------------------------------------------------------------------------------
<S>                            <C>            <C>            <C>            <C>             <C>
Revenue                        100.9          113.8          (11.3)         102.3           (1.3)
EBITDA(1)                       23.4           31.8          (26.4)          25.5           (8.1)
  EBITDA Margin (%)             23.2           27.9                          24.9
EBIT(1)                         16.5           24.5          (32.6)          18.8          (12.1)
  EBIT Margin (%)               16.4           21.4                          18.4
Net Income(1)                    9.0           13.9          (35.4)           9.9           (9.6)
  Net Income Margin (%)          8.9           12.2                           9.7
------------------------------------------------------------------------------------------------------
</TABLE>

NOTE:

(1)   Unaudited financial statements adjusted for non-recurring items

SOURCE: Company SEC filings and internal reports

[LOGO] UBS Warburg                                Section 3: Company Overview 14
<PAGE>

Bacou USA Stock Price History--Annotated--Latest 12 Months
--------------------------------------------------------------------------------

[Annotated Line Graph regarding Bacou USA's stock price history from
May 24, 2000 to May 24, 2001.]

SOURCE: FactSet

Annotations
--------------------------------------------------------------------------------
A       7/6/00    Completed acquisition of Whiting+Davis
B       7/10/00   Announced that the Company was seeking strategic alternatives
C       7/14/00   Announced engagement of DB
D       7/18/00   Reported all-time record sales and earnings (2Q 2000)
E       8/9/00    Completed Platinum Protective Products acquisition
F       10/17/00  Announced 6th consecutive quarter of record reporting results
G       12/15/00  Announced that the evaluation of strategic alternatives would
                  continue into 2001
H       12/20/00  Bloomberg reported rumor that Apax Partners would make a bid
                  of approx. $1 bn for Bacou SA
I       2/22/01   Thomas H. Lee & Co ended negotiations with Bacou SA
J       2/26/01   Released positive Q4 and full year 2000 results; reiterated
                  its evaluation of strategic alternatives
K       5/4/01    Reported Q1 2001 results
--------------------------------------------------------------------------------
SOURCE: Company press releases and Bloomberg News

Selected Statistics

Pre-Announcement(1), (2)

                                                                        (US$)
--------------------------------------------------------------------------------
Pre-announcement Price (7/7/00)                                         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
--------------------------------------------------------------------------------

Latest Twelve Months(2),(3)

                                                                        (US$)
--------------------------------------------------------------------------------
Current Price (5/24/01)                                                 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
--------------------------------------------------------------------------------
NOTES:
1     Statistics at or prior to July 7, 2000
2     Closing prices
3     Statistics at or prior to May 24, 2001


[LOGO] UBS Warburg                               Section 3: Company Overview  15
<PAGE>

Bacou USA Stock Price History--Since IPO in 1996
--------------------------------------------------------------------------------

[Annotated Line Graph regarding Bacou USA's stock price history from March 28,
1996 to May 24, 2001.]

SOURCE: FactSet

Selected Statistics

Since IPO (1)                                                           (US$)
--------------------------------------------------------------------------------
Latest (5/24/01)                                                        23.80
IPO Price (3/28/96)                                                     15.00
Average                                                                 18.69
Median                                                                  17.50
High (1/22/01)                                                          28.38
Low (3/23/99)                                                           12.38
--------------------------------------------------------------------------------
NOTE:
1   Closing prices except IPO price

Latest Twelve Months (1), (2)                                           (US$)
--------------------------------------------------------------------------------
Latest (5/24/01)                                                        23.80
30 Day Average                                                          25.08
52 Week Average                                                         24.53
52 Week High (1/22/01)                                                  28.38
52 Week Low (6/28/00)                                                   18.00
--------------------------------------------------------------------------------
NOTE:
1     Statistics at or prior to May 24, 2001
2     Closing prices


[LOGO] UBS Warburg                                Section 3 : Overview  16
<PAGE>

Bacou USA Stock Price Performance--Last Three Years
--------------------------------------------------------------------------------

Relative Share Price Performance

[Annotated Line Graph regarding Bacou USA's stock price performance from May 24,
1998 to May 24, 2001.]

SOURCE: FactSet

Pre-Announcement

Selected Statistics (1), (2)                                            (USS)
--------------------------------------------------------------------------------
Pre-announcement Price(7/7/00)                                          19.50
30 Day Average                                                          19.96
90 Day Average                                                          19.97
3 Year Average                                                          17.86
3 Year High (7/20/98)                                                   24.63
3 Year Low (3/23/99)                                                    12.38
--------------------------------------------------------------------------------

Current

Selected Statistics (2), (3)                                            (US$)
--------------------------------------------------------------------------------
Current Price (5/24/01)                                                 23.80
30 Day Average                                                          25.08
90 Day Average                                                          25.36
3 Year Average                                                          20.16
3 Year High (1/22/01)                                                   28.38
3 Year Low (3/23/99)                                                    12.38
--------------------------------------------------------------------------------
NOTES:
1     Statistics at or prior to July 7, 2000
2     Closing prices
3     Statistics at or prior to May 24, 2001


[LOGO] UBS Warburg                               Section 3: Company Overview  17
<PAGE>

Bacou USA--One Year Historical Price Performance
--------------------------------------------------------------------------------

Relative Share Price Performance

[Line Graph of Bacou USA's, Peer Group's, Sola International Inc.'s, Brady
Corp's, Federal Signal Corp.'s, Unifirst Corp.'s, Laundauer Inc.'s and Mine
Safety Appliances Co.'s stock price performance from May 24, 2000 to May 24,
2001.]

Source: FactSet


[LOGO] UBS Warburg                               Section 3: Company Overview  18
<PAGE>

Bacou USA--Three Year Historical Price Performance
--------------------------------------------------------------------------------

Relative Share Price Performance

[Line Graph of Bacou USA's, Peer Group's, Sola International Inc.'s, Federal
Signal Corp.'s, Unifirst Corp.'s, Laundauer Inc.'s and Mine Safety Appliances
Co.'s stock price performance from May 24, 1998 to May 24, 2001.]

Source: FactSet


[LOGO] UBS Warburg                               Section 3: Company Overview  19
<PAGE>

Shares Traded at Specific Prices
--------------------------------------------------------------------------------

[Bar Graph representing Bacou USA's stock trading volume from July 7, 1999 to
July 7, 2000 at specific price ranges: trading volume 90.6% of total trading
volume between $18.00 to $20.00 per share, 9.4% of total trading volume shares
between $20.01 and $22.00 per share and no trading volume $ prices higher than
$22.01 per share or higher.]

SOURCE: FactSet

[Bar Graph representing Bacou USA's stock trading volume from May 24, 2000 to
May 24, 2001 at specific price ranges: trading volume of 3.6% of total trading
volume shares between $18.00 and to $20.00 per share, 3.6% of total trading
volume between $20.01 and $22.00 per share, 17.0% of total trading volume
between $22.01 and $24.00 per share, 65.6% of total trading volume shares
between $24.01 and $26.00 per share, 8.8% of total trading volume between $26.01
and $28.00 per share and 1.4% between $28.01 and $30.00 per share.]

SOURCE    FactSet

o     Bacou USA shares did not close above $22.00 during the LTM period ended
      July 7, 2000

o     Approximately 90% of Bacou USA shares traded at prices less than US$26.00
      per share during the LTM period ended May 24, 2001


[LOGO] UBS Warburg                               Section 3: Company Overview  20
<PAGE>

Research Commentary
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                 12 Month
                                                               Price Target
Firm                             Recommendation       Date          ($)         Comments
------------------------------------------------------------------------------------------------------------------------------------
<S>                              <C>               <C>               <C>        <C>
Deutsche Bank Securities         Strong Buy          3/2/01          29         None

Lehman Brothers                  Strong Buy         2/26/01          26         "Bacou continued to see strength from its safety
                                                                                and hand protection business, which each shared
                                                                                strong internal growth. Bacou's gross margin was
                                                                                strong but higher SG&A spending than our own
                                                                                estimate and slightly higher shares outstanding led
                                                                                to the $0.01 shortfall. Bacou USA continues to
                                                                                consider its strategic alternatives."

UBS Warburg                      Buy               11/14/00          26         None

A.G. Edwards                     Buy                6/16/00          27         "We continue to rate the shares of Bacou USA Buy
                                                                                for aggressive investors. Our $27 price objective
                                                                                represents a P/E multiple of 15X our 2000 EPS
                                                                                estimate of $1.80 and 13.5x our 2001 EPS estimate
                                                                                of $2.00, comfortably within Bacou's historical
                                                                                average trading range of 11x to 16x. Bacou's
                                                                                management team has displayed the ability to
                                                                                deliver upon a well-communicated and clearly
                                                                                focused vision. Specifically, it has been the
                                                                                intention of management from the outset to grow
                                                                                Bacou from basically a one-product enterprise into
                                                                                a full provider of personal protection for all
                                                                                areas of the head and body, as well as other safety
                                                                                equipment not worn on the body-for example, gas
                                                                                monitors."
------------------------------------------------------------------------------------------------------------------------------------
</TABLE>

SOURCE: Research reports from Deutsche Bank Securities, Lehman Brothers, UBS
Warburg and A.G. Edwards


[LOGO] UBS Warburg                               Section 3: Company Overview  21
<PAGE>

Ownership Summary
--------------------------------------------------------------------------------

Ownership Summary

                                                    Shares Owned
Owner Name                                             (OOOs)        % Ownership
--------------------------------------------------------------------------------
Bacou SA                                              12,612.6          71.34
--------------------------------------------------------------------------------
Brinson Partners, Inc.(1)                                930.5           5.26
First Pacific Advisors, Inc.                             530.8           3.00
David L. Babson & Company, Inc                           459.4           2.60
Dimensional FD Advisors, Inc.                            211.2           1.19
Paradigm Capital Management                              178.2           1.01
Other Institutions/Funds                               1,042.7           5.90
--------------------------------------------------------------------------------
Total Institutions/Funds                               3,352.8          18.97
--------------------------------------------------------------------------------
Walter Stepan                                            422.9           2.39
Philip B. Barr                                             5.1           0.03
Karl F. Ericson                                            6.0           0.03
Howard S. Leight                                          15.0           0.08
Alfred J. Verrecchia                                       0.5           0.00
Alan H. Bennett                                           10.0           0.06
John F. Burt, Jr.                                        287.2           1.62
--------------------------------------------------------------------------------
Total Insiders                                           746.7           4.22
--------------------------------------------------------------------------------
Other Shareholders                                       966.6           5.47
================================================================================
TOTAL BASIC SHARES OUTSTANDING(2)                     17,678.7         100.00
================================================================================

SOURCE: CDA Spectrum Shareholder Profile dated April 30, 2001 and Company
reports

NOTES:
1     An affiliate of UBS Warburg LLC
2     As of May 24, 2001


Ownership Profile

[Pie Chart representing ownership profile of Bacou USA: Bacou S.A. owns 71.34%,
Total Institutions/Funds own 18.97%, Total Insiders own 4.22% and other
Shareholders own 5.47% of Bacou USA's common stock.]


[LOGO] UBS Warburg                               Section 3: Company Overview  22

<PAGE>

Valuation Analyses
--------------------------------------------------------------------------------
SECTION 4

[LOGO] UBS Warburg

<PAGE>

Valuation Analysis at Proposed Transaction Price
--------------------------------------------------------------------------------

Transaction Value of Bacou USA at Proposed Transaction Price(1)

(US$mm, except per share)
---------------------------------------------------------
Proposed Transaction Price Per Share (US$)    28.50
Total Diluted Shares Outstanding (millions)   18.644
---------------------------------------------------------
                                               531.4
Less Option Proceeds                          (15.8)
=========================================================
TRANSACTION EQUITY MARKET VALUE                515.6
=========================================================
Plus Debt                                      115.3
Less Cash and Equivalents                     (16.8)
=========================================================
TRANSACTION ENTERPRISE VALUE                   614.0
=========================================================

Implied Valuation Multiples at Proposed Transaction Price (2)

                                 Variable
                                  (US$mm)    US$28.50
---------------------------------------------------------
TEV/LTM Pro Forma Revenue          322.5       1.9x
TEV/LTM Pro Forma EBITDA            78.5       7.8
TEV/LTM Pro Forma EBIT              58.6      10.5
EMV/LTM Pro Forma Net Income        32.0      16.1
---------------------------------------------------------

SOURCE: Company reports and SEC filings

NOTES:

1     Based on the Company's balance sheet as of April 30, 2001
2     Implied multiples based on the Company's adiusted pro forma operating
      results for the LTM period ended April 30, 2001
3     Implied multiples based on pro forma adjusted Bacou SA and Bacou USA
      consolidated operating results for fiscal year ended December 31, 2000
4     Based on Bacou SA's and the Company's respective balance sheets as of
      December 31, 2000
5     Represents European operations of Bacou SA

Transaction Values Compared (3), (4)

                                                Bacou     Bacou
                                  Bacou SA    France(5)    USA
------------------------------------------------------------------
Enterprise Value (US$mm)            780.5      139.7      640.8
TEV/ Pro Forma 2000 EBITDA (x)        7.0        4.5        8.0
TEV/ Pro Forma 2000 EBIT (x)          9.2        5.8       10.5
------------------------------------------------------------------

SOURCE: Bacou SA and Company reports; Company SEC filings

[LOGO] UBS Warburg


                                               Section 4: Valuation Analyses  24

<PAGE>
Comparable Public Companies Analysis

<TABLE>
<CAPTION>

($mm, except per share values)                     Total         Equity         LTM          LTM
                                    Stock Price  Enterprise       Market      EBITDA         EBIT
                                      5/24/01      Value          Value        Margin       Margin
Company Name                            ($)        ($mm)          ($mm)         (%)          (%)
-----------------------------------------------------------------------------------------------------
<S>                                    <C>        <C>          <C>            <C>          <C>
Brady Corporation (1)                  33.50        732.7        776.0         15.7         12.3
Federal Signal Corporation (2)         23.85      1,560.3      1,091.6         13.2         10.5
Landauer Inc. (3)                      28.40        247.0        249.5         49.3         41.1
Mine Safety Appliances Company (4)     29.70        471.1        404.3         12.9          8.0
Sola International Inc. (5)            13.25        550.5        317.1         16.2         11.0
UniFirst Corporation                   19.50        487.4        375.5         14.7          8.0
=====================================================================================================
Mean                                                674.8        535.7         20.3         15.2
Median                                              519.0        389.9         15.2         10.8
Harmonic Mean                                          na           na         16.3         11.1
High                                              1,560.3      1,091.6         49.3         41.1
Low                                                 247.0        249.5         12.9          8.0
=====================================================================================================
Bacou USA, Inc. (6) (9)                19.50        446.1        347.7         24.6         18.5
Bacou USA, Inc. (7) (9)                23.80        526.9        428.4         24.6         18.5
-----------------------------------------------------------------------------------------------------
Bacou USA, Inc. (8) (10)               28.50        614.0        515.6         24.3         18.2
-----------------------------------------------------------------------------------------------------
<CAPTION>
                                      Total Enterprise Value Multiples      P/E Multiples(11)
                                    -------------------------------------  -------------------
                                        LTM        LTM          LTM                                5-Year EPS
                                       Revenue    EBITDA        EBIT        LTM         2001E    GrowthRate (11)
Company Name                            (x)        (x)          (x)         (x)          (x)          (%)
----------------------------------------------------------------------------------------------------------------
<S>                                     <C>        <C>          <C>          <C>          <C>          <C>
Brady Corporation (1)                   1.32        8.4         10.7         18.2         16.8         15.0
Federal Signal Corporation (2)          1.41       10.7         13.5         18.8         16.2         11.0
Landauer Inc. (3)                       4.90        9.9         11.9         18.2         16.8          9.0
Mine Safety Appliances Company (4)      0.93        7.2         11.7         16.8           na           na
Sola International Inc. (5)             1.01        6.2          9.1         12.3         11.2         14.0
UniFirst Corporation                    0.90        6.1         11.1         17.2         15.7         10.0
================================================================================================================
Mean                                    1.74        8.1         11.4         16.9         15.4         11.8
Median                                  1.16        7.8         11.4         17.7         16.2         11.0
Harmonic Mean                           1.24        7.7         11.2         16.6         15.0         11.4
High                                    4.90       10.7         13.5         18.8         16.8         15.0
Low                                     0.90        6.1          9.1         12.3         11.2          9.0
================================================================================================================
Bacou USA, Inc. (6) (9)                 1.38        5.6          7.5         10.7          9.6         16.0
Bacou USA, Inc. (7) (9)                 1.63        6.6          8.8         13.2         11.7         16.0
----------------------------------------------------------------------------------------------------------------
Bacou USA, Inc. (8) (10)                1.90        7.8         10.5         16.1         14.0         16.0
----------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES:

1     LTM financial statements adjusted for non-recurring charge of $4.3 million
      related to acquisition of the Critchely Group; not adjusted for the
      recurring expense related to process improvements and e-business
      initiatives of $7 million
2     Excluding restructuring charge of $3.8 million
3     Excluding inventory charge of $0.225 million and cost system replacement
      of $0.17 million
4     Excluding other income of $1.78 million and restructuring charge of $2.43
      million
5     Shares outstanding as of February 2, 2001; option schedule as of March 31,
      2000; excludes transition charges of $17.5 million, special charge of
      $87.8 million and inventory write-down of $32.0 million
6     Closing stock price taken one day before the July 10, 2000 announcement of
      the Company's intent to explore strategic alternatives
7     Based on closing price on May 24, 2001
8     Implied transaction value and multiples based on proposed transaction
      price
9     Bacou USA operating results are pro forma adjusted LTM as of March 31,
      2001 for the trading multiples
10    Bacou USA operating results are proforma adjusted LTM as of April 30, 2001
      for the transaction multiples
11    Median First Call earnings and growth estimates as of April 30, 2001

[LOGO] UBS Warburg


                                               Section 4: Valuation Analyses  25
<PAGE>
Comparable Transactions Analysis
--------------------------------------------------------------------------------
<TABLE>
<CAPTION>
                                             One day      One week    One month     Total       Equity
                                              Prior        Prior        Prior     Enterprise     Market        LTM   LTM EBITDA
                                  Annc.      Premium      Premium      Premium      Value        Value       Revenue   Margin
Acquirer/Target                   Date         (%)          (%)          (%)        ($mm)        ($mm)        ($mm)     (%)
-------------------------------------------------------------------------------------------------------------------------------
<S>                               <C>          <C>           <C>          <C>        <C>          <C>          <C>       <C>
Tyco International Ltd.
  Scott Technologies Inc.(1)       2/5/01      (1.6)         3.2          2.5        418.5        401.7        267.5     20.1
Bacou USA, Inc.
  Howard S. Leight Associates (2) 2/27/98        na           na           na        122.2        120.0         46.5     24.1
Bacou USA, Inc.
  Comasec Holdings, Inc. (3)       5/3/97        na           na           na         27.0         27.4         30 3     12.5
Aearo Corporation
  Peltor AB                       5/30/96        na           na           na         81.2         86.0         40.5     31.7
Vestar Capital Partners
  Cabot Safety Corp (Aearo) (4)   6/14/95        na           na           na        203.5        200.2        194.3     16.1
Federal Signal Corp.
  Justrite Manufacturing Company   5/9/94        na           na           na         43.7         45.0         33.0     22.0
===============================================================================================================================
Mean                                           (1.6)         3.2          2.5        149.4        146.7        102.0     21.1
Median                                         (1.6)         3.2          2.5        101.7        103.0         43.5     21.0
Harmonic Mean                                    na           na           na           na           na           na     19.3
High                                           (1.6)         3.2          2.5        418.5        401.7        267.5     31.7
Low                                            (1.6)         3.2          2.5         27.0         27.4         30.3     12.5
===============================================================================================================================
Bacou USA (5) @ $28.50                                                               614.0        515.6        322.5     24.3
-------------------------------------------------------------------------------------------------------------------------------
<CAPTION>
                                                                 Total Enterprise Value               Equity Market
                                                                         Multiples                  Value Multiples
                                                LTM Net   ------------------------------------   -----------------------
                                 LTM EBIT       Income        LTM          LTM          LTM          Net          Book
                                  Margin        Margin      Revenue       EBITD        EBIT         Income       Value
Acquirer/Target                     (%)           (%)         (x)          (x)          (x)          (x)          (x)
------------------------------------------------------------------------------------------------------------------------
<S>                                 <C>          <C>          <C>          <C>         <C>           <C>          <C>
Tyco International Ltd.
  Scott Technologies Inc. (1)       17.3          9.7         1.56          7.8         9.1          15.6         3.75
Bacou USA, Inc.
  Howard S. Leight Associates (2)   22.4         21.5         2.63         10.9        11.7          12.0         9.21
Bacou USA, Inc.
  Comasec Holdings, Inc. (3)         9.7          4.9         0.89          7.1         9.2          18.6         2.52
Aearo Corporation
  Peltor AB                         23.8         17.4         2.00          6.4         8.4          12.2         5.31
Vestar Capital Partners
  Cabot Safety Corp (Aearo) (4)     10.1          4.0         1.05          6.5        10.4          25.9         4.99
Federal Signal Corp.
  Justrite Manufacturing Company    20.1         20.9         1.32          6.0         6.6           6.5         5.70
========================================================================================================================
Mean                                17.2         13.1         1.58          7.4         9.2          15.1         5.25
Median                              18.7         13.5         1.44          6.8         9.1          13.9         5.15
Harmonic Mean                       15.1          8.4         1.38          7.2         8.9          12.6         4.49
High                                23.8         21.5         2.63         10.9        11.7          25.9         9.21
Low                                  9.7          4.0         0.89          6.0         6.6           6.5         2.52
========================================================================================================================
Bacou USA (5) @ $28.50              18.2          9.9         1.90          7.8        10.5          16.1         2.32
------------------------------------------------------------------------------------------------------------------------
</TABLE>

NOTES:

1     Excludes a charge of $0.6 million, after tax, relating to the separation
      arrangements with former CEO and a charge of $0.6 million, after tax,
      relating to the review of strategic alternatives
2     Excludes an earnout provision which was not publicly disclosed
3     Income statement data as of December 31, 1996, balance sheet data as of
      March 31, 1997
4     LTM information based on 284 days of disclosed information and 81 days of
      pro-rata annual 1994 information due to limited disclosure
5     Based on LTM ended April 30, 2001 pro forma adjusted operating results

[LOGO] UBS Warburg


                                                Section 4: Valuaton Analyses  26

<PAGE>

Premiums Paid Analyses--Two Year Historical
--------------------------------------------------------------------------------

* The following analysis shows the premiums paid in selected precedent
  transactions(1)

<TABLE>
<CAPTION>

                                                                       Premium to Stock Price
                                                                                 (%)
                                                        --------------------------------------------------------
                                                           One Day             One Week            One Month
Summary of Premiums Paid          Number of Deals        Prior to Annc.      Prior to Annc.      Prior to Annc.
----------------------------------------------------------------------------------------------------------------
<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 Offer @ US$28.50 2                          46.2                  41.6                  34.9
----------------------------------------------------------------------------------------------------------------

</TABLE>

SOURCE: SDC

NOTES:
1     Premiums based on selected US public market acquisitions from 1/1/99 to
      5/24/01 for which premium information is available; US$25Omm--US$1,OOOmm
      deal size range (no range limitations for minority close-out
      transactions); 100% cash consideration; excludes transactions involving
      financial institutions and certain outlier transactions
2     Premiums calculated based on Bacou USA's closing stock prices one day, one
      week and one month (US$19.50, 20.13 and 21.13, respectively) prior to the
      Company's announcement on July 10, 2000 regarding the exploration of
      strategic alternatives

[LOGO] UBS Warburg


                                               Section 4: Valuation Analyses  27

<PAGE>

Comparable Public Companies Analysis --
Company Descriptions
--------------------------------------------------------------------------------
APPENDIX A

<PAGE>

Company Descriptions
--------------------------------------------------------------------------------

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

Brady Corporation       Brady Corporation develops, makes and sells stock and
                        customized products, including identification, labeling
                        and marking systems for electrical wires, pipes and
                        other objects; safety and instructional signs; and
                        specialized tapes used in audio, video and computer
                        applications. The company produces identification,
                        safety and graphics products that help customers create
                        safer work environments for their employees.

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

Federal Signal
Corporation             Federal Signal Corporation is a manufacturer and
                        worldwide supplier of safety, signaling and
                        communications equipment, fire rescue products, street
                        sweeping and vacuum loader vehicles, parking control
                        equipment, custom on-premise signage, carbide cutting
                        tools, precision punches and related die components. The
                        company is comprised of four major operating groups:
                        Safety Products, Tool, Sign and Vehicle.

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

Landauer Inc.           Landauer Inc. offers a service for measuring, primarily
                        through optically stimulated luminescent badges worn by
                        client personnel, the dosages of x-ray, gamma radiation
                        and other penetrating ionizing radiations to which the
                        wearer has been exposed. This technology is marketed
                        under the tradename, Luxel(R). While most of the
                        company's revenues are domestic, these services are also
                        marketed in the United Kingdom and Canada.

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

Mine Safety Appliances
Company                 Mine Safety Appliances Company makes and sells safety
                        and health equipment, including respiratory protective
                        equipment, head, eye and face protection equipment,
                        hearing protectors, safety clothing, industrial
                        emergency care products, mining safety equipment, and
                        monitoring instruments. Principal products include
                        respiratory protective equipment that is air-purifying,
                        air-supplied and self-contained in design. The company
                        also produces instruments that monitor and analyze
                        workplace environments and control industrial processes.
                        Personal protective products include head, eye and face,
                        body and hearing protectors.

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

      Appendix A: Comparable Public Companies Analysis--Company Descriptions  29

[LOGO] UBS Warburg

<PAGE>

Company Descriptions (continued)
--------------------------------------------------------------------------------

--------------------------------------------------------------------------------
Sola International Inc.         Sola International Inc. designs, makes and
                                distributes a broad range of eyeglass lenses,
                                including single vision lenses, multifocal
                                lenses and plano lenses. It also produces a
                                variety of lens coatings, which mainly provide
                                scratch resistance and anti-reflection
                                properties. The company produces a variety of
                                lenses which address specific vision problems.

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

UniFirst Corporation            In operation for almost 70 years, UniFirst
                                Corporation is one of the largest providers of
                                workplace uniforms and protective clothing in
                                the United States. The company rents, makes and
                                sells uniforms and protective clothing,
                                including shirts, pants, jackets, coveralls,
                                jumpsuits, lab coats, smocks and aprons, and
                                also rents industrial wiping products, floormats
                                and other non-garment items, to a variety of
                                manufacturers, retailers and service companies.
                                The company services well over 100,000 customer
                                locations in 45 states, Canada and Europe from
                                136 manufacturing, distribution and customer
                                service facilities.

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

[LOGO] UBS Warburg


      Appendix A: Comparable Pubic Companies Analysis--Company Descriptions   30

<PAGE>

Comparable Transactions Analysis--
Target Descriptions
--------------------------------------------------------------------------------
APPENDIX B

[LOGO] UBS Warburg

<PAGE>

Target Company Descriptions
--------------------------------------------------------------------------------

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

Scott Technologies Inc.         Scott Technologies Inc. makes and sells
                                protective breathing and oxygen equipment and
                                instruments and sophisticated electronic
                                systems. The company is comprised of two
                                reporting segments: Scott Aviation and
                                Interstate Electronics Corp. (IEC). Scott
                                Aviation is a leading manufacturer of life
                                support respiratory products in two business
                                units: health and safety; and aviation and
                                government. IEC provides a variety of
                                high-technology equipment.

                                Through its Scott Aviation division, the company
                                makes the Scott Air Pak and other life support
                                products for fire fighting and personal
                                protection against industrial contaminants. The
                                air-purifying products provide protection
                                against environmental and safety hazards.
                                Products include protective breathing equipment,
                                pilot and crew oxygen masks plus emergency
                                oxygen for passengers on commercial, government
                                and private aircraft. Scott Aviation also makes
                                instruments to detect the presence of
                                combustible or toxic gases and the low oxygen
                                levels.

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

Howard S. Leight Associates     Howard S. Leight Associates sells a full range
                                of hearing protection products including
                                disposable and reusable ear plugs banded hearing
                                protectors and ear muffs, which reduce the risk
                                of long-term hearing loss from exposure to
                                excessive noise levels. As a complement to the
                                hearing protection devices, the company has
                                expanded the product line to include radio/cell
                                phone compatible devices.

                                The company's Max(R), Max-Lite(R) and
                                Multi-Max(TM) foam ear plugs combine high noise
                                reduction ratings along with hygiene and
                                comfort. Airsoft(TM) and Quiet(TM) reusable ear
                                plugs insure hygiene and comfort while providing
                                cost-savings for employers. Howard S. Leight
                                Associates pioneered banded hearing protectors,
                                and its Opti-Muff(TM) products combine safety
                                eyewear and hearing protection in a single
                                product.

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

Comasec Holdings, Inc
(Survivair, Inc.)               Survivair, Inc. manufactures and sells (i)
                                self-contained breathing apparatus for
                                industrial and fire protection applications, as
                                well as air line respirators that provide an
                                independent source of breathable air for workers
                                in atmospheres immediately dangerous to their
                                lives or health; (ii) other supplied air
                                respirators, including air line work units to
                                connect workers to a remote air supply and
                                escape units for emergency deployment in
                                confined spaces, and (iii) full face and half
                                mask air purifying respirators as well as hazard
                                specific cartridges and filters. Survivair
                                markets its products under the Survivair(R) and
                                Pro-Tech(R) brand names.

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

[LOGO] UBS Warburg


           Appendix B: Comparable Transactions Analysis--Target Descriptions  32


<PAGE>

Target Company Descriptions (continued)
--------------------------------------------------------------------------------

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

Peltor AB                       Peltor AB manufactures, assembles and sells a
                                broad line of ear muffs, hard caps/visors, noise
                                attenuation headsets and wireless and hardware
                                communication headsets. Peltor's products serve
                                a variety of end user markets: construction,
                                heavy machinery, airport, forestry, textile and
                                mining. Peltor is based in Varnamo, Sweden and
                                has manufacturing facilities in Sweden, Rhode
                                Island and Germany.

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


Cabot Safety Corporation
(Aearo)                         Cabot Safety Corporation manufactures and sells
                                personal safety equipment, as well as energy
                                absorbing, vibration damping, and impact
                                absorbing products for industrial noise control
                                and environmental enhancement. Included in
                                personal safety equipment are hearing
                                protection, safety eyewear, and respiratory
                                equipment sold to industrial, consumer and
                                healthcare markets. The company is headquartered
                                in Southbridge, Massachusetts. Sales are made
                                worldwide through sales representatives and
                                distributors and directly by company employees.

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

Justrite Manufacturing Company  Justrite Manufacturing Company's products are
                                specifically designed to help workers store,
                                transfer, use, and dispose of hazardous
                                materials. The company's corporate office
                                operates out of Des Plaines, IL with its
                                manufacturing location in Mattoon, IL. The
                                company offers a full range of safety devices
                                which can be categorized into two major areas:
                                fire prevention safety products and
                                environmental protection hazmat products.
                                Products meet applicable OSHA regulations and/or
                                EPA regulations.

[LOGO] UBS Warburg


            Appendix B: Comparable Transactons Analysis--Target Descriptions  33

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.(D)
<SEQUENCE>3
<FILENAME>a2051688zex-99_d.txt
<DESCRIPTION>EXHIBIT 99.(D)
<TEXT>

<PAGE>
                                                             Exhibit 99.(d)


                                                                  EXECUTION COPY

                                                  COMPANY STOCKHOLDER AGREEMENT
                                          dated as of May 29, 2001, between
                                          CHRISTIAN DALLOZ, a societe anonyme
                                          duly incorporated and legally existing
                                          under the laws of the Republic of
                                          France ("Parent"), and BACOU SA, a
                                          societe anonyme duly incorporated and
                                          legally existing under the laws of the
                                          Republic of France (the
                                          "Stockholder").

    WHEREAS Parent, Daniel U. S. Sub, Inc., a Delaware corporation ("Sub"), and
BACOU USA, INC., a Delaware corporation (the "Company"), propose to enter into
an Agreement and Plan of Merger dated as of the date hereof (as the same may be
amended or supplemented, the "Merger Agreement"; capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement);

    WHEREAS the Stockholder owns the number of shares of Company Common Stock
set forth opposite its name on Schedule A hereto (such shares of Company Common
Stock, together with any other shares of capital stock of the Company acquired
by the Stockholder after the date hereof and during the term of this Agreement,
being collectively referred to herein as the "Subject Shares"); and

    WHEREAS, as a condition to its willingness to enter into the Merger
Agreement, Parent has requested that the Stockholder enter into this Agreement.

    NOW, THEREFORE, the parties hereto agree as follows:

    SECTION 1.  REPRESENTATIONS AND WARRANTIES OF THE STOCKHOLDER.  The
Stockholder hereby represents and warrants to Parent as of the date hereof as
follows:

        (a)  AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY.  The Stockholder
    has all requisite power and authority to execute and deliver this Agreement
    and to consummate the transactions contemplated hereby. The Stockholder has
    duly executed and delivered this Agreement, and this Agreement constitutes
    the legal, valid and binding obligation of the Stockholder, enforceable
    against the Stockholder in accordance with its terms. Assuming approval of
    the transactions contemplated by this Agreement by the Board of Directors of
    the Company, the execution and delivery by the Stockholder of this Agreement
    do not, and the consummation of the transactions contemplated hereby and
    compliance with the terms hereof will not, materially conflict with, or
    result in any material violation of, or material default (with or without
    notice or lapse of time, or both) under, or give rise to a right of
    termination, cancelation or acceleration of any obligation or to loss of a
    material benefit under, or result in the creation of any material Lien upon
    any of the properties or assets of the Stockholder under, any provision of
    any material contract to which the Stockholder is a party or by which any
    properties or assets of the Stockholder are bound or, subject to the filings
    and other matters referred to in the next sentence, any provision of any
    judgment or law applicable to the Stockholder or the properties or assets of
    the Stockholder. No consent of, or registration, declaration or filing with,
    any Governmental Entity is required to be obtained or made by or with
    respect to the Stockholder in connection with the execution, delivery and
    performance of this Agreement or the consummation of the transactions
    contemplated hereby, other than such reports under Sections 13(d) and 16 of
    the Exchange Act as may be required in connection with this Agreement and
    the transactions contemplated hereby.

        (b)  THE SUBJECT SHARES.  The Stockholder is the record and beneficial
    owner of, or is the trustee of a trust that is the record holder of, and
    whose beneficiaries are the beneficial owners of, and has good and
    marketable title to, the Subject Shares, free and clear of any Liens. The
    Stockholder does not own, of record or beneficially, any shares of capital
    stock of the Company

                                      AA-1
<PAGE>


    other than the Subject Shares. The Stockholder has the sole right to vote
    the Subject Shares, and none of the Subject Shares is subject to any voting
    trust or other agreement, arrangement or restriction with respect to the
    voting of the Subject Shares, except as contemplated by this Agreement.

    SECTION 2.  REPRESENTATIONS AND WARRANTIES OF PARENT.  Parent hereby
represents and warrants to the Stockholder as follows: Parent has all requisite
corporate power and authority to execute and deliver this Agreement and to
consummate the transactions contemplated hereby. The execution and delivery by
Parent of this Agreement and consummation of the transactions contemplated
hereby have been duly authorized by all necessary action on the part of Parent.
Parent has duly executed and delivered this Agreement, and this Agreement
constitutes the legal, valid and binding obligation of Parent, enforceable
against Parent in accordance with its terms.

    SECTION 3.  COVENANTS OF THE STOCKHOLDER.  The Stockholder covenants and
agrees as follows:

        (a) (i) At any meeting of the stockholders of the Company called to seek
    the Company Stockholder Approval or in any other circumstances upon which a
    vote, consent or other approval (including by written consent) with respect
    to the Merger Agreement, the Merger or any other Transaction is sought, the
    Stockholder shall, including by executing a written consent solicitation if
    requested by Parent, vote (or cause to be voted) the Subject Shares in favor
    of granting the Company Stockholder Approval.

        (ii) The Stockholder hereby irrevocably grants to, and appoints, Parent,
    and any individual designated in writing by Parent, and each of them
    individually, as the Stockholder's proxy and attorney-in-fact (with full
    power of substitution), for and in the name, place and stead of the
    Stockholder, to vote the Subject Shares, or grant a consent or approval in
    respect of the Subject Shares in a manner consistent with this Section 3.
    The Stockholder understands and acknowledges that Parent is entering into
    the Merger Agreement in reliance upon the Stockholder's execution and
    delivery of this Agreement. The Stockholder hereby affirms that the
    irrevocable proxy set forth in this Section 3(a) is given in connection with
    the execution of the Merger Agreement, and that such irrevocable proxy is
    given to secure the performance of the duties of the Stockholder under this
    Agreement. The Stockholder hereby further affirms that the irrevocable proxy
    is coupled with an interest and may under no circumstances be revoked. The
    Stockholder hereby ratifies and confirms all that such irrevocable proxy may
    lawfully do or cause to be done by virtue hereof. Such irrevocable proxy is
    executed and intended to be irrevocable in accordance with the provisions of
    Section 212(e) of the DGCL. The irrevocable proxy granted hereunder shall
    automatically terminate upon the termination of this Agreement in accordance
    with Section 4.

        (b) At any meeting of stockholders of the Company or at any adjournment
    thereof or in any other circumstances upon which the Stockholder's vote,
    consent or other approval is sought, the Stockholder shall vote (or cause to
    be voted) the Subject Shares against (i) any merger agreement or merger
    (other than the Merger Agreement and the Merger), consolidation,
    combination, sale of substantial assets, reorganization, recapitalization,
    dissolution, liquidation or winding up of or by the Company, (ii) any
    Company Takeover Proposal and (iii) any amendment of the Company Charter or
    the Company By-laws or other proposal or transaction involving the Company
    or any Company Subsidiary, which amendment or other proposal or transaction
    would in any manner impede, frustrate, prevent or nullify any provision of
    the Merger Agreement, the Merger or any other Transaction or change in any
    manner the voting rights of any class of Company Common Stock. The
    Stockholder shall not commit or agree to take any action inconsistent with
    the foregoing.

        (c) Other than as contemplated by this Agreement, the Stockholder shall
    not (i) sell, transfer, pledge, assign or otherwise dispose of (including by
    gift) (collectively, "Transfer"), or enter into any contract, option or
    other arrangement (including any profit sharing arrangement) with respect

                                      AA-2
<PAGE>
    to the Transfer of, any Subject Shares to any person other than pursuant to
    the Merger or (ii) enter into any voting arrangement, whether by proxy,
    voting agreement or otherwise, with respect to any Subject Shares and shall
    not commit or agree to take any of the foregoing actions.

        (d) The Stockholder shall not, nor shall it authorize or permit any
    officer, director or employee of, or any investment banker, attorney or
    other adviser or representative of, the Stockholder to, (i) directly or
    indirectly solicit, initiate or encourage the submission of, any Company
    Takeover Proposal, (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. The Stockholder
    promptly shall advise Parent orally and in writing of any Company Takeover
    Proposal or inquiry made to the Stockholder with respect to or that could
    reasonably be expected to lead to any Company Takeover Proposal, the
    identity of the person making any such Company Takeover Proposal or inquiry
    and the material terms of any such Company Takeover Proposal or inquiry.

        (e) The Stockholder shall use its 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 by the
    Merger Agreement. Neither Parent nor the Stockholder shall issue any press
    release or make any other public statement with respect to the Merger or any
    other transaction contemplated by the Merger Agreement 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.

        (f) The Stockholder hereby consents to and approves the actions taken by
    the Company Board in approving the Merger and the other transactions
    contemplated by the Merger Agreement. The Stockholder hereby waives, and
    agrees not to exercise or assent, any appraisal rights under Section 262 in
    connection with the Merger.

    SECTION 4.  TERMINATION.  This Agreement shall terminate upon the earliest
of (a) the Effective Time, (b) the termination of the Merger Agreement in
accordance with its terms and (c) the Outside Date, other than with respect to
the liability of any party for breach hereof prior to such termination.

    SECTION 5.  ADDITIONAL MATTERS.  The Stockholder shall, from time to time,
execute and deliver, or cause to be executed and delivered, such additional or
further consents, documents and other instruments as Parent may reasonably
request for the purpose of effectively carrying out the transactions
contemplated by this Agreement.

    SECTION 6.  GENERAL PROVISIONS.

        (a)  AMENDMENTS.  This Agreement may not be amended except by an
    instrument in writing signed by each of the parties hereto.

        (b)  NOTICE.  All notices and other communications hereunder shall be in
    writing and shall be deemed given if delivered personally or sent by
    overnight courier (providing proof of delivery) to Parent in accordance with
    Section 9.02 of the Merger Agreement and to the Stockholder at its address
    set forth on Schedule A hereto (or at such other address for a party as
    shall be specified by like notice).

        (c)  INTERPRETATION.  When a reference is made in this Agreement to
    Sections, such reference shall be to a Section to this Agreement unless
    otherwise indicated. The headings contained in this Agreement are for
    reference purposes only and shall not affect in any way the meaning or

                                      AA-3
<PAGE>

    interpretation of this Agreement. Wherever the words "include", "includes"
    or "including" are used in this Agreement, they shall be deemed to be
    followed by the words "without limitation".

        (d)  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.

        (e)  COUNTERPARTS.  This Agreement may be executed in one or more
    counterparts, all of which shall be considered one and the same agreement.
    This Agreement shall become effective against Parent when one or more
    counterparts have been signed by Parent and delivered to the Stockholder.
    This Agreement shall become effective against the Stockholder when one or
    more counterparts have been executed by the Stockholder and delivered to
    Parent. Each party need not sign the same counterpart.

        (f)  ENTIRE AGREEMENT; NO THIRD-PARTY BENEFICIARIES.  This Agreement
    (i) constitutes the entire agreement and supersedes all prior agreements and
    understandings, both written and oral, among the parties with respect to the
    subject matter hereof and (ii) is not intended to confer upon any person
    other than the parties hereto any rights or remedies hereunder.

        (g)  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 law
    thereof.

        (h)  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 Parent without the prior
    written consent of the Stockholder or by the Stockholder without the prior
    written consent of Parent, and 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.

        (i)  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 (i) 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, (ii) agrees that it will
    not attempt to deny or defeat such personal jurisdiction by motion or other
    request for leave from any such court, (iii) agrees that it will not bring
    any action relating to this Agreement or any Transaction in any court other
    than a Delaware state court or any Federal court sitting in the State of
    Delaware and (iv) waives any right to trial by jury with respect to any
    claim or proceeding related to or arising out of this Agreement or any
    transaction contemplated hereby.

        (j)  STOCKHOLDER CAPACITY.  The Stockholder signs solely in its capacity
    as the record holder and beneficial owner of the Subject Shares and nothing
    herein shall limit or affect any actions taken by the Stockholder or any of
    its officers and dirctors in its or their capacity as an officer or director
    of the Company and no such action shall be deemed a breach of this
    Agreement.

                                      AA-4
<PAGE>

    IN WITNESS WHEREOF, each party has duly executed this Agreement, all as of
the date first written above.

                             CHRISTIAN DALLOZ,

                             by   /s/ PHILIPPE ALFROID
                                  ------------------------------
                                  Name: Philippe Alfroid
                                  Title: President

                             BACOU SA,

                             by   /s/ PHILIPPE BACOU
                                  -------------------------------
                                  Name: Philippe Bacou
                                  Title: President


                                      AA-5
</TEXT>
</DOCUMENT>
</SUBMISSION>
