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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
Gerald Stevens, Inc.
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(Name of Issuer)
Common Stock, $.01 par value
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(Title of Class of Securities)
37369G 10 1
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(CUSIP Number)
Adam D. Phillips, General Counsel
Gerald Stevens, Inc.
301 East Las Olas Boulevard, Suite 300
Fort Lauderdale, Florida 33301
(954) 713-5000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
April 30, 1999
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(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 statement because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box [ ].
NOTE. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. SEE Rule 13d-7(b) 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 (the "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).
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SCHEDULE 13D
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CUSIP NO. 37369G 10 1 PAGE 2 OF 4 PAGES
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NAME OF REPORTING PERSONS
1 S.S. OR I.R.S. IDENTIFICATION NOs. OF ABOVE PERSONS
Gerald Stevens Retail, Inc. (f/k/a Gerald Stevens, Inc.)
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
2 (a) [ ]
(b) [ ]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
Not applicable
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
5 ITEMS 2(d) or 2(e)
[ ]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
Delaware
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SOLE VOTING POWER
7
0
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NUMBER OF SHARED VOTING POWER
SHARES 8
BENEFICIALLY 0
OWNED BY ---------------------------------------------------
EACH SOLE DISPOSITIVE POWER
REPORTING 9
PERSON 0
WITH ---------------------------------------------------
SHARED DISPOSITIVE POWER
10
0
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
0
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
12 SHARES (See Instructions) [ ]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
0.0%
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TYPE OF REPORTING PERSON*(See Instructions)
14
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT
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PAGE 3 OF 4 PAGES
SCHEDULE 13D
This Amendment No. 1 to Schedule 13D amends the Initial Statement on
Schedule 13D dated December 21, 1999 (the "Initial 13D") of Gerald Stevens
Retail, Inc., a Delaware corporation formerly known as Gerald Stevens, Inc.
("Gerald Stevens Retail"), and relates to the common stock, par value $.01 per
share ("Common Stock"), of Gerald Stevens, Inc. a Delaware corporation (the
"Issuer"), which, prior to April 30, 1999, was known as Florafax International,
Inc. The Initial 13D is hereby amended and supplemented to include the
information contained herein. Capitalized terms not defined herein have the
meanings provided in the Initial 13D.
ITEM 4. PURPOSE OF TRANSACTION.
The information contained in Item 4 of the Initial 13D is hereby
amended and supplemented by adding the information set forth in Item 6, below,
which is incorporated herein by reference.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The information contained in Item 5 of the Initial 13D is hereby
amended and supplemented by adding the information set forth in Item 6, below,
which is incorporated herein by reference.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO THE SECURITIES OF THE ISSUER.
The information set forth in Item 6 of the Initial 13D is hereby
amended and supplemented by adding the following information:
The Issuer entered into an Agreement and Plan of Merger as of
December 9, 1998 (the "Merger Agreement") with Gerald Stevens Retail and Red
Cannon Acquisition Corp., a Delaware corporation and wholly-owned subsidiary of
the Issuer ("Red Cannon").
In connection with the Merger Agreement, Gerald Stevens Retail entered
into a voting agreement with certain stockholders of the Issuer (the
"Stockholders") dated as of December 9, 1998 (the "Voting Agreement"), a copy of
which was filed with the Securities and Exchange Commission as an exhibit to the
Initial 13D. Under the terms of the Voting Agreement, the Stockholders granted
to Gerald Stevens Retail a proxy to vote their respective shares (i) in favor of
the issuance of Common Stock by the Issuer pursuant to the Merger and the other
transactions contemplated by the Merger Agreement (as amended from time to
time), (ii) for an amendment to the Certificate of Incorporation of the Issuer
to increase the number the authorized shares of the Common Stock from 70,000,000
shares to 250,000,000 shares and to change the name of the Issuer to "Gerald
Stevens, Inc." as contemplated in the Merger Agreement, (iii) for the election
of new directors to the Board of Directors of the Issuer as contemplated by the
Merger Agreement, and (iv) against any other corporate action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligations or agreements of the Issuer under the Merger Agreement or
which could result in any of the conditions to the Issuer's obligations under
the Merger Agreement not being fulfilled.
Pursuant to the Merger Agreement, on April 30, 1999, Red Cannon was
merged with and into Gerald Stevens Retail (the "Merger"), with Gerald Stevens
Retail continuing as the surviving corporation and a wholly-owned subsidiary of
the Issuer.
As a result of the consummation of the Merger on April 30, 1999, Gerald
Stevens Retail has ceased to have any rights under the Voting Agreement.
Accordingly, Gerald Stevens Retail no longer has any beneficial ownership in the
Common Stock.
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PAGE 4 OF 4 PAGES
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: May 14, 1999 GERALD STEVENS RETAIL, INC.
By: /s/ Adam D. Phillips
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Adam D. Phillips
Senior Vice President
