-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, BzKvvvNGO+EuRhGDjy5tohm4RsNJ9ru5DiaVJrZ2Jx6ZZVIVcb91B7bnDYhqOgJA dyLbUSuxdjKH8SN8Sj6Pgg== 0000095052-97-000012.txt : 19970327 0000095052-97-000012.hdr.sgml : 19970327 ACCESSION NUMBER: 0000095052-97-000012 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970326 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: FRENCH FRAGRANCES INC CENTRAL INDEX KEY: 0000095052 STANDARD INDUSTRIAL CLASSIFICATION: FOOTWEAR, (NO RUBBER) [3140] IRS NUMBER: 590914138 STATE OF INCORPORATION: FL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-17825 FILM NUMBER: 97563849 BUSINESS ADDRESS: STREET 1: 14100 NW 60TH AVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 BUSINESS PHONE: 3056209090 MAIL ADDRESS: STREET 1: 14100 N W 60TH AVE CITY: MIAMI LAKES STATE: FL ZIP: 33014 FORMER COMPANY: FORMER CONFORMED NAME: SUAVE SHOE CORP DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BEDFORD CAPITAL FINANCIAL CORP CENTRAL INDEX KEY: 0000948977 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: CO FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: SECOND FLOOR CHAROLETTE H S STREET 2: SHIRLEY STREET BOX N964 CITY: NASSAU BUSINESS PHONE: 4163366130 MAIL ADDRESS: STREET 1: SECOND FLOOR STREET 2: CHARLOTTE HS. CITY: NASSAU STATE: A1 SC 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* FRENCH FRAGRANCES, INC. (Name of Issuer) COMMON STOCK, PAR VALUE $.01 PER SHARE (Title of Class of Securities) 357 658 103 (CUSIP Number) Bedford Capital Financial Corporation Charlotte House, 2nd Floor Shirley Street P.O. Box N964 Nassau, Bahamas Attention: Suzanne Black (242) 356-2446 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) MARCH 15, 1997 (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box. [ ] NOTE: Six copies of this statement, including all exhibits, should be filed with the Commission. See Rule 13d-1(a) for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). SCHEDULE 13D CUSIP NO. 357 658 103 ------------ 1 NAME OF REPORT PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON BEDFORD CAPITAL FINANCIAL CORPORATION 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] 3 SECURITIES AND EXCHANGE COMMISSION USE ONLY 4 SOURCE OF FUNDS* OO, PF 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION LIBERIA NUMBER OF 7 SOLE VOTING POWER SHARES 713,251 BENEFICIALLY 8 SHARED VOTING POWER OWNED BY --- EACH 9 SOLE DISPOSITIVE POWER REPORTING 713,251 PERSON 10 SHARED DISPOSITIVE POWER WITH --- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 713,251 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.3% 14 TYPE OF REPORTING PERSON* CO *SEE INSTRUCTIONS BEFORE FILLING OUT! INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7 (INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION Reference is made to the Statement on Schedule 13D dated April 16, 1996, as amended by Amendment No. 1 to Schedule 13D dated May 28, 1996, Amendment No. 2 to Schedule 13D dated July 3, 1996, and Amendment No. 3 to Schedule 13D dated March 15, 1997 filed on behalf of Bedford Capital Financial Corporation, a Liberian corporation ("BCFC"), Bedford Capital Corporation, a Canadian corporation which is a wholly-owned subsidiary of BCFC ("Bedford"), and Richard C.W. Mauran. BCFC is a beneficial owner of at least 5 percent of the Common Stock, par value $.01 per share ("Common Stock") of French Fragrances, Inc., a Florida corporation (the "Company"). Item 1. SECURITY AND ISSUER The class of securities to which this statement relates is the Common Stock of the Company. The Company's executive offices are located at 14100 N.W. 60th Avenue, Miami Lakes, Florida 33014. Item 2. IDENTITY AND BACKGROUND This statement is filed on behalf of BCFC. BCFC's principal business is fund management and merchant banking activities in North America and Europe. BCFC's principal business and office address is Charlotte House, Second Floor, Shirley Street, P.O. Box N964, Nassau, Bahamas. The names, citizenship, business addresses and principal occupations or employment of each of the executive officers and directors of BCFC is set forth in Annex A hereto, which is incorporated herein by reference. During the last five years, neither BCFC nor any of the persons listed in Annex A hereto have been convicted in a criminal proceeding. During the last five years, neither BCFC nor any of the persons listed in Annex A hereto have been parties to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION The shares of Common Stock (the "Shares") to which this Schedule relates for BCFC include (i) shares of Common Stock issuable upon the conversion of the Company's Series B Convertible Preferred Stock, $.01 par value per share ("Series B Preferred"), and (ii) shares of Common Stock issuable upon the conversion of the Company's Series C Convertible Preferred Stock, $.01 par value per share ("Series C Preferred"). The shares of Common Stock to which this Schedule relates in the case of certain directors and officers of BCFC also include (i) shares of common Stock issuable upon the exercise of stock options that are exercisable within 60 days of the date hereof (the "Options"), and (ii) shares of Common Stock issuable upon the conversion of the Company's 7.5% Subordinated Convertible Debentures Due 2006 (the "7.5% Debentures"). The Common Stock, Options and Series B Preferred were acquired pursuant to the merger in November 1995 (the "Merger") of a Florida corporation known as French Fragrances, Inc. ("FFI"), of which BCFC and certain officers and directors and their affiliates of BCFC (collectively the "Schedule A Persons") were shareholders, with and into the Company (which was then known as Suave Shoe Corporation). Following the Merger, Suave Shoe Corporation, as the surviving Corporation, changed its corporate name to French Fragrances, Inc. Upon the effectiveness of the Merger, all of the shares of capital stock of FFI owned by BCFC and the Schedule A Persons were converted into shares of the equivalent capital stock of the Company in accordance with the terms of the Agreement and Plan of Merger, dated as of May 19, 1995, between Suave and FFI (the "Merger Agreement"). In addition, certain options to purchase common stock of FFI held by the Schedule A Persons were converted into the Options in accordance with the terms set forth in the Merger Agreement. Messrs. Mauran, Thomas and Beattie are directors of the Company. In addition, in March 1996, BCFC and certain of the Schedule A Persons acquired shares of the Company's Series C Preferred, which are immediately convertible into shares of Common Stock on a one-for-one basis upon payment of a conversion price of $5.25 per share. In exchange for $3,000,000 of financing (the "Financing"), the Company issued $3,000,000 aggregate principal amount of 8% Secured Subordinated Debentures Due 2005, Series II, and 571,429 shares of Series C Preferred. In July 1996, certain of the Schedule A Persons also acquired 7.5% Debentures, which are immediately convertible into the number of shares of Common Stock corresponding to the principal amount of 7.5% Debentures being converted divided by $7.20. The 7.5% Debentures were issued in exchange (the "Exchange Offer") for the outstanding shares of Series A Preferred Stock, $.01 par value, and outstanding principal amount of 12.5% Secured Subordinated Debentures Due 2002 of the Company. Item 4. PURPOSE OF TRANSACTION As described in Item 3 above, the Shares (and the convertible securities to which a portion of the Shares relate) were acquired in connection with the Merger, the Financing and the Exchange Offer and were acquired for investment purposes. BCFC or the Schedule A Persons, as the case may be, may, from time to time, exercise the Options, convert the Series B Preferred, Series C Preferred or 7.5% Debentures or purchase additional shares of Common Stock, sell or otherwise dispose of shares of Common Stock, Series B Preferred, Series C Preferred or 7.5% Debentures, make or receive proposals and enter into negotiations with respect to such transactions, or surrender such shares of Common Stock, Series B Preferred, Series C Preferred, such 7.5% Debentures or such other securities of the Company owned by them in connection with any merger, tender offer or other acquisition transaction involving the Company. Such decisions will be based upon the prevailing price or offered price of the Common Stock, the Series B Preferred, the Series C Preferred and the 7.5% Debentures, the value of the consideration being offered in any merger, tender offer or other acquisition transaction involving the securities of the Company and other relevant factors. Except with respect to the potential transfer of certain securities of the Company by Mr. Mauran to entities controlled by him, neither BCFC nor any of the Schedule A Persons has any present intention to effect any of the transactions enumerated in clauses (a) through (j) of Item 4 of Schedule 13D. Item 5. INTEREST IN SECURITIES OF THE ISSUER In February 1997, BCFC gifted an aggregate of 25,172 shares of Series B Preferred and 46,272 shares of Series C Preferred to K&K Trust and Wilshire Trust, two trusts which are organized outside of the United States. As of the date hereof, BCFC, by virtue of Rule 13d-3 under the Act, may be deemed to be the beneficial owner of 713,251 shares of Common Stock (the "BCFC Shares") (approximately 5.3% of the outstanding Common Stock), which includes 417,801 shares of Common Stock owned by BCFC, 240,378 shares of Common Stock issuable upon the conversion of Series B Preferred owned by BCFC and 55,072 shares of Common Stock issuable upon the conversion of Series C Preferred owned by BCFC. BCFC has sole voting and dispositive power over the BCFC shares. As of the date hereof, Mr. Mauran, one of the Schedule A Persons, by virtue of Rule 13d-3 under the Act, may be deemed to be the beneficial owner of 1,871,992 shares of Common Stock (the "Mauran Shares") (approximately 13.3% of the outstanding Common Stock), which includes 879,859 shares of Common Stock owned directly by Mr. Mauran, 125,000 shares of Common Stock owned by Devonshire Trust ("Devonshire"), a trust of which Mr. Mauran is a trustee, 110,680 shares of Common Stock issuable upon the conversion of Series B Preferred owned by Devonshire, 108,254 shares of Common Stock issuable upon the conversion of Series C Preferred owned directly by Mr. Mauran, 23,264 shares of Common Stock issuable upon the conversion of Series C Preferred owned by Devonshire, 489,051 shares of Common Stock issuable upon the conversion of Series B Preferred owned by Euro Credit Investments Limited ("Eurocredit"), a Company controlled by Mr. Mauran, 110,964 shares of Common Stock issuable upon conversion of 7.5% Debentures held by Mr. Mauran and 24,920 shares of Common Stock issuable upon the exercise of Options held by Mr. Mauran. Mr. Mauran, Devonshire and Eurocredit, as the case may be, have sole voting and dispositive power over the Mauran Shares. As of the date hereof, J.W. Nevil Thomas, one of the Schedule A Persons, by virtue of Rule 13d-3 under the Act, may be deemed to be the beneficial owner of 119,101 shares of Common Stock (the "Thomas Shares") (less than 1% of the outstanding Common Stock), which consists of 53,400 shares of Common Stock issuable upon the exercise of Options held by Mr. Thomas, 54,019 shares of Common Stock issuable upon the conversion of Series B Preferred owned by Nevcorp, Inc. ("Nevcorp"), a Company controlled by Mr. Thomas, and 11,682 shares of Common Stock issuable upon the conversion of Series C Preferred owned by Nevcorp. Mr. Thomas has sole voting and dispositive power over the Thomas Shares. As of the date hereof, E. Scott Beattie, one of the Schedule A Persons, by virtue of Rule 13d-3 under the Act, may be deemed to be the beneficial owner of 251,225 shares of Common Stock (the "Beattie Shares") (approximately 1.9% of the outstanding Common Stock), which includes 64,201 shares of Common Stock owned by E.S.B. Consultants, Inc. ("ESB"), a Company controlled by Mr. Beattie, 42,442 shares of Common Stock issuable upon the conversion of Series B Preferred owned by ESB, 9,185 shares of Common Stock issuable upon the conversion of Series C Preferred owned by ESB, 1,163 shares of Common Stock issuable upon conversion of 7.5% Debentures held by ESB, and 134,234 shares of Common Stock issuable upon the exercise of Options held by Mr. Beattie. Mr. Beattie has sole voting and dispositive power with respect to the Beattie Shares. As of the date hereof, J. Murray Armitage, one of the Schedule A Persons, by virtue of Rule 13d-3 under the Act, may be deemed to be the beneficial owner of 203,051 shares of Common Stock (the "Armitage Shares") (approximately 1.5% of the outstanding Common Stock), which includes 17,000 shares of Common Stock owned by Mr. Armitage, 116,889 shares of Common Stock owned by Canmerge Consultants Limited ("Canmerge"), a Company controlled by Mr. Armitage, or by Mr. Armitage, 54,019 shares of Common Stock issuable upon the conversion of Series B Preferred owned by Canmerge, 11,682 shares of Common Stock issuable upon the conversion of Series C Preferred owned by Canmerge and 3,461 shares of Common Stock issuable upon conversion of 7.5% Debentures held by Canmerge. Mr. Armitage has sole voting and dispositive power with respect to the Armitage Shares. Except as set forth herein, neither BCFC nor any of Schedule A Persons have effected any transactions in the Company's Common Stock during the past 60 days. Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER None. Item 7. MATERIAL TO BE FILED AS EXHIBITS: None. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated: March 25, 1997 BEDFORD CAPITAL FINANCIAL CORPORATION By: * --------------------------- Suzanne Black Chief Financial Officer By: * /s/ OSCAR E. MARINA --------------------------- Oscar E. Marina Attorney-in-fact
ANNEX A EXECUTIVE OFFICERS AND DIRECTORS OF BEDFORD CAPITAL FINANCIAL CORPORATION PRINCIPAL OCCUPATION AND NAME AND TITLE CITIZENSHIP BUSINESS ADDRESS (1) -------------- ----------- -------------------- Richard C.W. Mauran United Kingdom Private Investor Chairman, Chief Executive Officer, and President J.W. Nevil Thomas Canada President of Nevcorp Assistant Secretary Inc. and Director J.M. Armitage Canada President of Canmerge Director Consultants Ltd. Lynn Holowesko Bahamas Partner, Higgs & Kelly Secretary and Director Suzanne Janet Black Bahamas Managing Director, Treasurer, Chief Financial Black & Associates Ltd. Officer and Director Peter Schlesinger Canada Private Investor Director John Conway Stradwick, Jr. Canada Director of The GAN Director Company of Canada Ltd. Sir John Montgomery England Financial Advisor and Director Investor ---------------- (1) The business address of all persons other than Mr. Messrs. Mauran, Armitage and Thomas is Charlotte House, 2nd Floor, Shirley Street, P.O. Box N964, Nassau, Bahamas. The business address of Messrs. Mauran, Armitage and Thomas is Scotia Plaza, 40 King Street West, Suite 4712, Toronto, ON, Canada M5H 3Y2.
-----END PRIVACY-ENHANCED MESSAGE-----