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                                                                EXHIBIT 99(c)(4)

                       Preliminary Outline of Dalloz Deal


                                 March 27, 2001

1.   Price

      o     Equity value of Bacou USA and Bacou SA totals approximately $602
            million at current exchange rates (7.3516 FRF per US$1.0), broken
            down as follows assuming $27 per share for Bacou USA:

            o     $150.2 million to US minority and optionholders

            o     $340.5 million to Bacou SA shareholders in respect of Bacou
                  USA shares held by Bacou SA

            o     $111.1 million to Bacou SA shareholders in respect of Bacou SA
                  shares excluding value of Bacou USA

      o     Bacou USA minority shareholders to receive "price determined in good
            faith between the parties and with a view to obtaining Bacou USA
            special committee recommendation of such price."

      o     Any amount in excess of $25 per share will reduce the amount payable
            to the shareholders of Bacou SA.

      o     Price payable to minority shareholders expected to be more than $25,
            not more than $28. At $27, total cash payable to minority
            shareholders would be approximately $150.2 million.

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Preliminary Outline of Dalloz Deal
March 27, 2001


      o     Total enterprise value of Bacou SA and Bacou USA at today's FRF/US$
            exchange rate is approximately US$806 million, versus US$788 million
            in Norcross deal and US$774 million in KKR deal.

2.    Form of Consideration

      o     Total cash in deal (all debt) for purchase of Bacou USA minority
            ownership interests is $150.2 million assuming a purchase price of
            $27 per share.

      o     Total cash in deal (debt and equity) for purchase of Bacou SA
            ownership interests is FRF 2070 million, or approximately $281.6
            million at today's exchange rate.

            o     Vandeputtes to receive cash (approximately $115.6 million)

            o     Bacou family and other Bacou SA shareholders to receive
                  remaining cash (approximately $166.0 million)

      o     The balance of the purchase price is to be paid to Bacou SA
            shareholders in Dalloz shares valued at E78.6 (current market price
            approximately E84), subject to a proposed three year lockup except
            possible secondary offering of up to FRF 500 million (approximately
            $68.0 million) in September '01, subject to pro rata cutback with
            simultaneous FRF 1.0 billion primary offering.

            o     Before any secondary or primary offerings by Dalloz, the
                  payment in Dalloz shares would result in ownership by the
                  current Bacou SA shareholders of approximately 38% of the
                  value of the outstanding Dalloz shares with a voting influence
                  of 30%, making them the largest shareholding group in
                  Christian Dalloz SA. If the primary and secondary offerings
                  were successfully consummated, the percentages would reduce to
                  18% and 15%, respectively.


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Preliminary Outline of Dalloz Deal
March 27, 2001


            o     Before the primary and secondary offerings, the holdings of
                  Essilor and Mrs. Dalloz constitute economic value of 14% and
                  15%, respectively, and hold voting interests of 21% and 23%,
                  respectively.

      o     Philippe Bacou and Mrs. Dalloz would Co-Chair the Board of Directors
            of the new entity, to be named Bacou Dalloz SA. Philippe also would
            be the Chairman of the Strategic Committee of the Board, its most
            powerful committee.

3.    Deal Structure and Timing

      o     US minority to be taken out with self-tender or merger, financed by
            bank debt, with timing of this part of the transaction depending on
            bank financing conditions.

            o     If financing can be arranged, self-tender will not be
                  contingent on closing of overall deal. Self-tender would be
                  launched at announcement of deal, likely to be mid-May, with
                  closing of self-tender mid-June.

            o     If financing requires both deals to close simultaneously, then
                  self-tender or merger would be dependent on closing of overall
                  deal. Again, announcement at time of deal announcement but
                  closing probably would not occur until mid-June at the
                  earliest, more likely end of June or even mid-July.

      o     Cash for Vandeputtes and Bacou SA shareholders at closing to be
            provided by bank debt and equity from private placement, Dalloz
            shareholders and Christian Dalloz SA.

4.    Additional Considerations

      o     Due to the fact that this is a merger rather than a sale, it is
            likely that the letter agreement between the Bacou family and Bacou
            USA will need to be amended. Dalloz has indicated that it is not
            willing to register its shares (or ADRs) in the US,


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Preliminary Outline of Dalloz Deal
March 27, 2001


            and therefore the form of consideration payable to the US minority
            shareholders must be cash only, rather than stock and cash.




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