SCHEDULE 13D
Amendment No.
Duty Free International, Inc.
common stock
Cusip # 267084101
Filing Fee: Yes
Cusip # 267084101
Item 1: Reporting Person - FMR Corp. - (Tax ID: 04-2507163)
Item 4: PF
Item 6: Commonwealth of Massachusetts
Item 7: 9,700
Item 8: None
Item 9: 3,123,800
Item 10: None
Item 11: 3,434,200
Item 13: 12.61%
Item 14: HC
PREAMBLE
The filing of this Schedule 13D is not, and should not be deemed
to be, an admission that such Schedule 13D is required to be filed. See
the discussion under Item 2.
Item 1. Security and Issuer.
This statement relates to shares of the Common Stock, $0.01 par
value (the "Shares") of Duty Free International Inc., a Connecticut
corporation (the "Company"). The principal executive offices of the
Company are located at 63 Copps Hill Rd, Ridgefield, CT 06877-4050.
Item 2. Identity and Background.
This statement is being filed by FMR Corp., a Massachusetts
Corporation ("FMR"). A separate Schedule 13D is being filed by Fidelity
International Limited, a Bermuda joint stock company incorporated for an
unlimited duration by private act of the Bermuda legislature ("FIL").
FMR is a holding company one of whose principal assets is the capital
stock of a wholly-owned subsidiary, Fidelity Management & Research
Company ("Fidelity"), which is also a Massachusetts corporation.
Fidelity is an investment adviser which is registered under Section 203
of the Investment Advisers Act of 1940 and which provides investment
advisory services to more than 30 investment companies which are
registered under Section 8 of the Investment Company Act of 1940 (the
"Fidelity Funds"). Various directly or indirectly held subsidiaries of
FMR are also engaged in investment management, venture capital asset
management, securities brokerage, transfer and shareholder servicing and
real estate development. The principal offices of FMR and Fidelity are
located at 82 Devonshire Street, Boston, Massachusetts 02109.
FIL is an investment adviser which provides investment advisory
and management services to a number of non-U.S. investment companies or
instrument trusts (the "International Funds") and certain institutional
investors. Prior to June 30, 1980, FIL was a majority-owned subsidiary
of Fidelity. On that date, the shares of FIL held by Fidelity were
distributed, as a dividend, to the shareholders of FMR. FIL currently
operates as an entity independent of FMR and Fidelity. The
International Funds and FIL's other clients, with the exception of
Fidelity and an affiliate of Fidelity, are non-U.S. entities. Various
foreign-based subsidiaries of FIL are also engaged in investment
management. The principal office of FIL is located at Pembroke Hall, 42
Crow Lane, Hamilton, Bermuda.
Edward C. Johnson 3d owns 34.0% of the outstanding voting common
stock of FMR. In addition, a partnership controlled by Mr. Johnson and
members of his family own shares of FIL voting stock with the right to
cast approximately 48.879% of the total votes which may be cast by all
holders of FIL voting stock. Mr. Johnson 3d is Chairman of FMR Corp.
and FIL. FMR Corp. and FIL are separate and independent corporate
entities. FMR Corp. and FIL are managed independently and their boards
of Directors are generally composed of different individuals. Their
investment decisions are made independently, and clients are different
organizations. The business address and principal occupation of Mr.
Johnson 3d is set forth in Schedule A hereto.
FMR and FIL are of the view that they are not acting as a "group"
for purposes of Section 13(d) under the Securities Exchange Act of 1934
(the "1934 Act") and that they are not otherwise required to attribute
to each other the "beneficial ownership" of securities "beneficially
owned" by the other corporation within the meaning of Rule 13d-3
promulgated under the 1934 Act. Therefore, they are of the view that
the Shares held by the other corporations need not be aggregated for
purposes of Section 13(d). However, FMR is making this filing on a
voluntary basis as if all of the Shares are beneficially owned by FMR
and FIL on a joint basis.
The name, residence or business address, principal occupation or
employment and citizenship of each of the executive officers and
directors of FMR are set forth in Schedule A hereto.
Within the past five years, none of the persons named in this Item
2 or listed on Schedule A has been convicted in any criminal proceeding
(excluding traffic violations or similar misdemeanors) or has been a
party to any civil proceeding and as a result thereof was or is subject
to any 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 Fidelity Funds which own or owned shares purchased in the
aggregate 4,681,700 shares for cash in the amount of approximately
$93,752,900, including brokerage commissions. Proceeds from 1,582,600
shares sold aggregated approximately $37,630,451. The Funds used their
own assets in making such purchase and no part of the purchase price is
represented by borrowed funds. The attached Schedule B sets forth
shares purchased and/or sold since February 28, 1994.
The pension funds of FMTC which own shares purchased in the
aggregate 24,700 shares for cash in the amount of approximately
$423,666, including brokerage commissions. The trust account and
pension funds used their own assets in making such purchases and no part
of the purchase price is represented by borrowed funds.
Item 4. Purpose of Transaction.
The purpose of Fidelity and FMTC in having the managed accounts
purchase Shares (see Item 5 below) is to acquire an equity interest in
the Company in pursuit of specified investment objectives.
Fidelity and FMTC, respectively, may continue to have the managed
accounts purchase Shares subject to a number of factors, including,
among others, the availability of Shares of sale at what they consider
to be reasonable prices and other investment opportunities that may be
available to the managed accounts.
Fidelity and FMTC, repsectively, intend to review continuously the
equity position of the managed accounts in the Company. Depending upon
future evaluations of the business prospects of the Company and upon
other developments, including, but not limited to, general economic and
business conditions and money market and stock market conditions,
Fidelity and FMTC may determine to cease making additional purchases of
Shares or to increase or decrease the equity interest in the Company by
acquiring additional Shares, or by disposing of all or a portion of the
Shares.
Neither Fidelity nor FMTC has any present plan or proposal which
relates to or would result in (i) an extraordinary corporate
transaction, such as a merger, reorganization, liquidation, or sale of
transfer of a material amount of assets involving the Company or any of
its subsidiaries, (ii) any change in the Company's present Board of
Directors or management, (iii) any material changes in the Company's
present capitalization or dividend policy or any other material change
in the Company's business or corporate structure, (iv) any change in the
Company's charter or by-laws, or (v) the Company's common stock becoming
eligible for termination of its registration pursuant to Section
12(g)(4) of the 1934 Act.
Item 5. Interest in Securities of Issuer.
Although Item 5 assumes that FMR, Fidelity, FMTC, and FIL
beneficially own all 3,434,200 Shares, reference is made to Item 2 for a
disclaimer of beneficial ownership with respect to the securities which
are "beneficially owned" by the other corporations.
(a) FMR beneficially owns, through Fidelity as investment
adviser to the Fidelity Funds, 3,099,100 shares, and through FMTC,
24,700 of the outstanding shares of the Company. FIL also beneficially
owns, 310,400 Shares of the Company. Neither FMR, Fidelity, FMTC, nor
any of its affiliates nor, to the best knowledge of FMR, any of the
persons name in Schedule A hereto, beneficially owns any other Shares.
The combined holdings of FMR, Fidelity,FMTC, and FIL are 3,434,200
shares, or approximately 12.61% of the outstanding shares of the
Company.
(b) FMR, through is control of Fidelity, investment adviser to
the Fidelity Funds, and the Funds each has sole power to dispose of the
Shares. Neither FMR nor Mr. Johnson has the sole power to vote or
direct the voting of the 3,099,100 shares owned directly by the Fidelity
Funds, which power resides with the Funds' Boards of Trustees. Fidelity
carries out the voting of the Shares under written guidelines
established by the Funds' Board of Trustees. FMTC has sole dispositive
power over 24,700 shares and sole power to vote or to direct the voting
of 9,700 shares, and no power to vote or to direct the voting of15,000
Shares owned by the Accounts.
(c) Except as set forth in Schedule B, neither FMR, or any of
its affiliates, nor, to the best knowledge of FMR, any of the persons
named in Schedule A hereto has effected any transaction in shares during
the past sixty (60) days.
Item 6. Contract, Arrangements, Understandings or Relationships With
Respect to Securities
of the Issuer.
Neither FMR nor any of its affiliates nor, to the best knowledge
of FMR, any of the persons named in Schedule A hereto has any joint
venture, finder's fee, or other contract or arrangement with any person
with respect to any securities of the Company.
Item 7. Material to be Filed as Exhibits.
Not Applicable.
This statement speaks as of its date, and no inference should be
drawn that no change has occurred in the facts set forth herein after
the date hereof.
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.
FMR Corp.
DATE: May 19,1994 By /s/David C. Weinstein
David C. Weinstein
Clerk
SCHEDULE A
The name and present principal occupation or employment of each
executive officer and director of FMR Corp. are set forth below. The
business address of each person is 82 Devonshire Street, Boston,
Massachusetts 02109, and the address of the corporation or organization
in which such employment is conducted is the same as his business
address. All of the persons listed below are U.S. citizens.
POSITION WITH
PRINCIPAL
NAME FMR CORP OCCUPATION
Edward C. Johnson 3d President, Chairman of the
Director, CEO Board and CEO, FMR
Chairman &
Mng. Director
J. Gary Burkhead Director President-Fidelity
Caleb Loring, Jr. Director, Director, FMR
Mng. Director
James C. Curvey Director, Sr. V.P., FMR
Sr. V.P.
William L. Byrnes Vice Chairman Vice Chairman, FIL
Director & Mng.
Director
Robert C. Pozen Sr. V.P. & Gen'l Sr. V.P. & Gen'l
Counsel Counsel, FMR
Mark Peterson Exec. Exec.
V.P.-Management V.P.-Management
Resources Resources, FMR
Denis McCarthy Sr. Vice Pres. - Vice Pres., Chief
Administration, Financial Officer,
Chief Financial FMR
Officer
SCHEDULE B
DUTY FREE INTERNATIONAL INC.
Two Fidelity Funds sold shares since February 28, 1994, at the dates and
at the prices set forth below. The transactions were made for cash in
open market transactions or with other investment companies with the
same or an affiliated investment advisor.
DATE SHARES PRICE
04-08-94 64,300 $14.38
04-12-94 19,700 14.65
04-13-94 40,000 14.97
04-14-94 21,300 14.75
04-20-94 27,000 14.69
04-21-94 200 14.75
04-25-94 4,400 14.38
04-26-94 96,200 14.52
04-28-94 25,000 14.38
