NOTE: THIS 8K/A IS BEING REFILED DUE TO THE ILLEGIBILITY OF THE
ORIGINAL 8K/A AND ALL DATA AND INFORMATION ARE IDENTICAL TO THE
ORIGINAL FILING.
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Form 8-K/A
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report: May 5, 1995
February 20, 1995
(Date of earliest event reported)
CONAIR CORPORATION
(Exact name of registrant as specified in its charter
Delaware 1-8919 11-1950030
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
150 Milford Road, East Windsor, New Jersey 08520
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (609) 426-1300
N/A
(Former name or former address, if changed since last report)
"The undersigned Registrant hereby amends the Current Report on
Form 8-K dated March 6, 1995 by including herewith for filing
the pro forma financial information required by Item 7 of Form
8-K which information was not practicably available at the time
of the filing of the Form."
UNAUDITED PRO FORMA CONDENSED
FINANCIAL STATEMENTS
The following unaudited pro forma condensed financial statements give
effect to the acquisition occurred on January 1, 1994 in the case of income
statement data and on December 31, 1994 in the case of balance sheet data.
The condensed historical financial statement data of the Company and
BaByliss as of and for the year ended December 31, 1994 are derived from the
audited financial statements of the Company and BaByliss (included elsewhere
herein for BaByliss) and should be read in conjunction with those audited
financial statements. In the case of the historical financial statements of
BaByliss, such financial statements appear in local currency (French Francs)
and were prepared using accounting principles generally accepted in France,
as adjusted to amounts which would have been reported under generally
accepted accounting principles in the United States (although such
adjustments were not material). Such financial statements were translated
into U.S. dollars in accordance with the standards established by Statement
of Financial Accounting Standards No 52 - Foreign Currency Translation.
These pro forma condensed financial statements are presented for
illustrative purposes only and, therefore, are not necessarily indicative of
the operating results or financial position that might have been achieved
and the acquisition of Babyliss, actually occurred on January 1, 1994 and
December 31, 1994, respectively, nor are they necessarily indicative of
operating results and financial position which may occur in the future.
The acquisition of BaByliss has been accounted for as a "purchase"
transaction with the purchase price allocated to the estimated fair value of
the assets acquired and the liabilities assumed. The excess of the purchase
price over the estimated fair value of the net assets acquired is allocated
to goodwill, which is amortized over 30 years. The allocations of the
purchase price and the estimated fair value of assets and liabilities is
based upon preliminary estimates of the Company's management using the most
recent information available and is subject to adjustment when the final
allocation is made using appraisals and other information not presently
available. However, the Company's management does not believe the final
purchase allocation will be materially different from the estimates used
herein.
UNAUDITED PRO FORMA CONDENSED INCOME STATEMENT
FOR THE YEAR ENDED DECEMBER 31, 1994
(In thousands of U.S. dollars)
Pro Forma Pro
Historical Adjustments Forma
Conair BaByliss
NET SALES $524,398 $ 72,292 $596,690
COST AND EXPENSES:
Cost of goods sold 357,987 44,680 402,667
Selling, general and
administrative 124,597 20,280 863(1a) 145,740
482,584 64,960 863 548,407
INCOME FROM OPERATIONS 41,814 7,332 (863) 48,283
INTEREST EXPENSE, NET 8,353 1,410 2,948 12,711
INCOME BEFORE INCOME TAXES
AND MINORITY INTEREST 33,461 5,922 (3,811) 35,572
Income tax provision 12,974 1,870 (1,334)(1c) 13,510
INCOME BEFORE MINORITY
INTEREST 20,487 4,052 (2,477) 22,062
MINORITY INTEREST - 571 (571)(1d) -
NET INCOME $ 20,487 $ 3,481 $(1,906) $ 22,062
See note to the Unaudited Pro Forma Condensed Financial Statements.
UNAUDITED PRO FORMA BALANCE SHEET
AS OF DECEMBER 31, 1994
(In thousands of U.S. dollars)
Pro Forma Pro
Historical Adjustments Forma
Conair Babyliss
ASSETS
CURRENT ASSETS:
Cash and cash equivalents $ 23,702 $ 1,769 $( 6,000)(1e) $ 19,471
Accounts receivable, net 80,616 16,230 96,846
Inventories 104,220 14,594 118,814
Other 3,650 2,139 5,789
212,188 34,732 ( 6,000) 240,920
PROPERTY, PLANT AND
EQUIPMENT, NET 66,992 6,522 73,514
INVESTMENTS AND OTHER
ASSETS:
Excess of cost over net assets
of acquired companies 70,575 880 25,878 (1f) 97,333
Deferred expenses and
other assets 12,949 275 13,224
Total assets $362,704 $42,409 $19,878 $424,991
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
Accounts payable and other $ 59,260 $12,699 $ 71,959
Current portion of long-term debt 6,275 5,536 11,811
65,535 18,235 83,770
OTHER LIABILITIES:
Long term debt 100,405 5,342 37,000 (1e) 142,747
Deferred income taxes 21,310 50 21,360
Other 1,660 1,660
Minority interest 1,792 ( 1,792)(1g)
STOCKHOLDERS' EQUITY 175,454 15,330 (15,330)(1h) 175,454
Total liabilities &
stockholders' equity $362,704 $42,409 $19,878 $424,991
See notes to the Unaudited Pro Forma Condensed Financial Statements.
NOTES TO THE UNAUDITED PRO FORMA
CONDENSED FINANCIAL STATEMENTS
1. The pro forma adjustments related to the BaByliss acquisition
are as follows:
Income Statement
a. To amortize goodwill relative to the Babyliss acquisition
using a 30 year life.
b. To reflect interest expense on $37 million of borrowings at
the Company's incremental borrowing rate of 7.32% per annum, and a
reduction of interest income at a rate of 4% on $6 million of cash used
to finance the acquisition of Babyliss.
c. To give tax effect to the above adjustments at the Company's
statutory tax rate.
d. To reflect the assumed purchase of minority interests in
certain BaByliss subsidiaries which the Company is in the process of
acquiring.
Balance Sheet
e. To reflect the borrowings and the reduction in cash used to
finance the BaByliss acquisition.
f. To allocate the excess of the purchase price over the fair
value of assets acquired and liabilities assumed to goodwill.
g. To reflect the assumed purchase of minority interests in
certain BaByliss subsidiaries which the Company is in the process
of acquiring.
h. To eliminate pre-acquisition equity.
INDEPENDENT AUDITORS' REPORT
To the Shareholders of
THE BABYLISS AND CRISTAL COMPANIES
We have audited the combined balance sheet of the BaByliss and
Cristal Companies as of December 31, 1994 and the combined statement of
income for the year ended. These financial statements are the
responsibility of the BaByliss and Cristal Companies management. Our
responsibility is to express an opinion on these financial statements
based on our audit.
We conducted our audits in accordance with auditing standards
generally accepted in France which do not materially differ from
auditing standards generally accepted in the United States. Those
standards require that we plan and perform an audit to obtain
reasonable assurance whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the account principles
used and significant estimates made by management, as well as
evaluating the overall financial statement presentation.
In our opinion, these combined financial statements present
fairly, in all material respects, the financial position of the
BaByliss and Cristal Companies at December 31, 1994, and the results of
its operations for the year ended in accordance with accounting
principles generally accepted in France.
Albert ALMERAS and Pierre LOEPER DELOITTE TOUCHE TOHMATSU
French Statutory Auditors International Reporting Auditors
Paris, France Paris France
April 7, 1995 April 7, 1995
BABYLISS AND CRISTAL COMPANIES
COMBINED BALANCE SHEET AS AT DECEMBER 31, 1994
('000 FRENCH FRANCS)
DECEMBER 31, 1994
ASSETS
CURRENT ASSETS
Cash and Marketable Securities 9,463
Accounts Receivable 88,210
Less Allowance Doubtful Accounts (1,428)
Accounts Receivable, Net. 86,782
Inventories 78,021
Prepaid expenses and other short term receivables 9,454
Deferred income taxes 701
184,421
PROPERTY, PLANT AND EQUIPMENT, NET
Property, Plant and Equipment 58,722
Less Accumulated Depreciation (38,414)
20,308
INVESTMENT AND OTHER ASSETS
Investment in Affiliated Companies 1
Unamortized goodwill 7,295
Deferred Expenses and Other Assets 2,623
9,919
214,648
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT ASSETS
Short Term Debt 26,005
Accounts Payable 39,956
Other Current Liabilities 27,435
93,396
OTHER LIABILITIES
Long Term Debt 17,830
Other Liabilities 8,877
Deferred Income Taxes 35
26,742
MINORITY INTEREST 9,726
STOCKHOLDERS' EQUITY
Common Stock 2,433
Cumulative Translation Adjustment (958)
Retained Earnings 83,309
84,784
214,648
BABYLISS AND CRISTAL COMPANIES
COMBINED INCOME STATEMENT FOR THE YEAR ENDED DECEMBER 31, 1995
('OOO FRENCH FRANCS)
1994
Net Sales 402,252
Cost of Sales (248,711)
Gross Margin 153,541
Distribution Costs (6,720)
Commercial Costs (19,966)
Marketing Costs (21,068)
General and Administrative Costs (64,960)
Total Operational Costs (112,714)
OPERATING PROFIT 40,827
Net Financial Costs (7,519)
Royalties 7
Extraordinary Profit(Loss) (860)
PROFIT BEFORE TAX 32,455
Employees' Profit Sharing (1,452)
Income Taxes (10,995)
Deferred Taxes 364
COMBINED NET RESULT 20,372
MINORITY INTEREST (1,044)
GROUP SHARE 19,328
COMBINATION AS AT DECEMBER 31, 1994
CONTENTS
1. ACCOUNTING POLICIES, VALUATION METHODS AND COMBINATION AND CONSOLIDATION
POLICIES
1.1 Combination and consolidation policies
1.2 Accounting policies and valuation methods
2. INFORMATION CONCERNING THE COMPANIES INCLUDED IN THE COMBINED FINANCIAL
STATEMENTS
3. ANALYSIS OF THE BALANCE SHEET--ASSETS
3.1 Cash and Marketable Securities
3.2 Accounts Receivable
3.3 Inventories
3.4 Prepaid Expenses and Other Short Term Receivable
3.5 Deferred Income Taxes
3.6 Property Plant and Equipment
3.7 Investments in Affiliated Companies
3.8 Unamortized Goodwill
3.9 Deferred Expenses and Other Assets
4. ANALYSIS OF THE BALANCE SHEET--LIABILITIES AND STOCKHOLDERS' EQUITY
4.1 Other Current Liabilities
4.2 Long Term Debt
4.3 Deferred Income Taxes
4.4 Minority Interests
4.5 Stockholders' Equity
5. INCOME STATEMENT
5.1 Net Sales
5.2 Personal Costs
5.3 Exceptional Profit(Loss)
5.4 Income Tax
6. COMMITMENTS AND CONTINGENCIES
7. STATEMENT OF CASH FLOWS
8. EVENTS AFTER BALANCE SHEET DATE
1. ACCOUNTING POLICIES, VALUATION METHODS AND COMBINATION AND CONSOLIDATION
POLICIES
1.1 COMBINATION AND CONSOLIDATION POLICIES
All companies in which the BaByliss S.A. holds a participating interest
(direct or indirect) of more than 50% or companies in which BaByliss S.A.
has the majority of the voting rights (direct or indirect) have been
consolidated using the full consolidation method. All significant inter-
company accounts and transactions have been eliminated.
The combined financial statements of the BaByliss and Cristal Companies
include the consolidated financial statements of BaByliss S.A. and the
consolidated financial statements of Cristal S.A. The combined financial
statements have been prepared as a result of the stockholders' common
ownership of these entities as a result of the acquisition of the shares of
BaByliss S.A. and Cristal S.A., as from February 18, 1995 by the American
Company, Conair Corporation (see footnote 8). In particular, in order to
present the total investment of Conair on combined basis in BaByliss S.A.
and Cristal S.A., the stockholders' current account of Cristal S.A.
(21,951KF) purchased by Conair as from February 18, 1995 (see footnote 8)
has been eliminated in the attached combined balance sheet as of
December 31, 1994.
All amounts in these financial statements have been expressed in
thousands of French francs (1,000 FF of KF) unless indicated otherwise.
All companies included in the consolidation and combination have a
twelve month period ending December 31, 1994.
Goodwill arising on various acquisitions has been recorded as goodwill
in the balance sheet, and is being amortized over a period of five to twenty
years, except for the goodwill on the acquisition of the Faco shares, which
has been capitalized and which is not being depreciated. This is justified
by the value of the intangible elements of Faco, such as "Know How" and
patent rights.
The financial statements of foreign subsidiaries included in the
consolidation and comination have been translated to French francs using the
year-end closing rate method. The resulting exchange difference on the
opening equity is excluded from net income and is included in a separate
component of Stockholders' Equity. The exchange rates used were as follows:
DEC. 31, 1994
Belgian franc 0.1680
Pound sterling 8.3500
German mark 3.4500
Swiss franc 4.0800
Spanish peseta 0.0406
Dutch guilder 3.0800
The closing method has been consistently applied in the past and the
impact on the translation of opening stockholders' equity amounts to 268 KF.
1.2 ACCOUNTING POLICIES AND VALUATION METHODS
The financial statements have been prepared in accordance with
accounting principles generally accepted in France.
Property, plant and equipment is depreciated over the following useful
lives, computed primarily on the straight-line method, which has been
consistently applied in the past.
Buildings 20 to 25 years
Commercial fittings 5 to 10 years
Plant and machinery 3 to 5 years
Vehicles 3 to 5 years
Office equipment 3 to 10 years
Office furniture 3 to 10 years
Inventory is carried at the lower of cost, with cost determined on a
weighted average historical cost, or its net realizable value.
Deferred taxation is calculated using the liability method, however
deferred tax assets on recoverable losses and on deferred depreciation have
not been taken into account.
Revenues are recognized when the sale is consummated which coincides
with the shipments of goods.
Gains and losses arising from the Revenues are recognized when the sale
is consummated which coincides with the shipments of goods.
2. INFORMATION CONCERNING THE COMPANIES INCLUDED IN THE COMBINED FINANCIAL
STATEMENTS
BaByliss S.A., a company with common stock with a nominal value of 2,229
KF owns the following participating interests in the following companies as
at December 31, 1994:
Faco S.A, a company governed by Belgian law, with common stock
with a nominal value of 25,000,000 Belgian francs, registered
office 25, Avenue de l'Independance, Wandre, Belgium 59.36%
BaByliss UK Limited, a company governed by English law, with
common stock with a nominal value of 80,000,00 Pounds sterling,
registered office Mill Lane, Alton, Hampshire 69%
BaByliss Germany GmbH, a company governed by German law, with
common stock with a nominal value of 100,000 German marks
registered office at Dusseldorf, Germany 75%
Sofac S.A., a company governed by French law, with
common stock with a nominal value of 2,000 KF,
registered office Rue Louis Dacquin, 59200 Rouvignies 100%
Nyhar B.V., a company governed by Dutch law, with
common stock with a nominal value of 50,00 Dutch guilders,
registered office at Breda, The Netherlands 75%
BaByliss Spain, a company governed by Spanish law, with
common stock with a nominal value of 20,000,000 Spanish pesetas 50%
Continental Products S.A., a company governed by French law, with
common stock with a nominal value of 500 KF 49.5%
The above mentioned companies were already included in the
consolidation of BaByliss S.A. group as at December 31, 1993, with the
exception of the following two companies:
50% of the outstanding shares of Nyhar B.V. were acquired in 1994.
The results of Nyhar B.V. have been consolidated for 25% for the period
up to and including the date of the additional acquisition and for 75%
for the remaining period up to and including December 31, 1994.
25.2% of the outstanding shares of Sofac S.A. were acquired
in 1994. The results of Sofac S.A. have been consolidated for
74.8% for the period up to and including the date of the additional
acquisition and for 100% for the remaining period up to and including
December 31, 1994.
The combined financial statements include the above mentioned
consolidated financial statements of BaByliss S.A. as well as the
consolidated financial statements of Cristal S.A. (a company governed by
Swiss law, with common stock with a nominal value of SF 50,000) with Blitog
(a company governed by Swiss law, with common stock with a nominal value of
SF 50,000), which is owned by Cristal S.A. for 100%.
3. ANALYSIS OF THE BALANCE SHEET--ASSETS
3.1 CASH AND MARKETABLE SECURITIES
'000F
BaByliss S.A 3,364
Nyhar 1,450
Blitog 1,239
Faco 605
Continental Products 489
BaByliss Spain 495
Cristal 317
BaByliss UK 228
BaByliss Germany 111
Sofac 29
Cash transfer (in progress) 1,136
TOTAL 9,463
3.2 ACCOUNTS RECEIVABLE '000F
The net book value of trade receivables, after recording
allowances for doubtful receivables of 1,428 KF, is 86,782
All inter-company accounts receivable have been eliminated.
3.3 INVENTORIES '000F
Inventories amount to 82,691
Less allowance for slow moving and obsolete inventory (4,670)
Giving a net book value of 78,021
Profits included in the inventories as at December 31, 1994 resulting
from inter-company transactions have been eliminated.
3.4 PREPAID EXPENSES AND OTHER SHORT TERM RECEIVABLES
'000F
These items comprise:
Other Short Term Receivables
(after elimination of inter company items) 4,707
and prepaid expenses for:
BaByliss UK 1,905
BaByliss S.A 1,502
Nyhar B.V 496
Cristal 385
BaByliss Germany 276
Faco 132
Blitog 33
Sofac 18
TOTAL 9,454
3.5 DEFERRED INCOME TAXES
Deferred income taxes resulting from temporary differences between the
accounting and tax profit calculation have been taken into account at the
nominal tax rates prevailing as at December 31, 1994, in each of the
individual countries. The deferred tax asset has not been offset with the
deferred tax liability. In calculating the deferred tax asset, carryforward
losses and deferred depreciation have not been taken into account.
'000F
As at December 31, 1994 the deferred tax asset amounts to 701
3.6 PROPERTY PLANT AND EQUIPMENT '000F
As at December 31, 1994 the gross investment in Property Plant
and Equipment amounts to 58,722
The accumulated depreciation as of that date amounts to (38,414)
Resulting in a net book value of 20,308
3.7 INVESTMENTS IN AFFILIATED COMPANIES '000F
The investments in affiliated companies represent a minority
participating interest of BaByliss UK, valued at its
acquisition costs of 1
3.8 UNAMORTIZED GOODWILL
Goodwill arising on various other acquisitions has been recorded as
goodwill in the balance sheet, and is being amortized over a period of five
to twenty years, except for the goodwill and the acquisition of the Faco
shares, which has been capitalized and which is not being amortized. This
is justified by the value of the intangible elements of Faco, such as "Know
How" and patent rights.
'000F
As at December 31, 1994 the net book value of this goodwill
amounts to 7,295
3.9 DEFERRED EXPENSES AND OTHER ASSETS
'000F
The deferred expenses and other assets consist of:
Capitalised Research & Development expenses 1,152
Long term receivables 378
Expenses to be deferred over a period of maximum 5 years 314
Miscellaneous other assets 779
TOTAL 2,623
4. ANALYSIS OF THE BALANCE SHEET - LIABILITIES STOCKHOLDERS' EQUITY
4.1 OTHER CURRENT LIABILITIES '000F
The other current liabilities include:
Tax and social security liabilities 21,091
Provision for guarantees 4,584
Provision for risks and charges 1,760
TOTAL 27,435
4.2 LONG TERM DEBT
The long term debt includes debt with a repayment date of more than 5
years of 1,452 KF.
'000F
As at December 31, 1994 the total of long term debt amounts to 17,830
4.3 DEFERRED INCOME TAXES
Deferred income taxes resulting from temporary differences between the
accounting and tax profit calculation have been taken into account at the
nominal tax rates prevailing as at December 31, 1994, in each of the
individual countries. The deferred tax liability has not been offset with
the deferred tax asset.
'000F
As at December 31, 1994 the deferred tax liability amounts to 35
4.4 MINORITY INTERESTS
'000F
The breakdown of the minority interest as at December 31,
1994 is as follows:
Faco 5,539
BaByliss UK 2,050
Nyhar 1,723
BaByliss Spain 563
BaByliss Germany 251
Continental Products (400)
TOTAL 9,726
4.5 STOCKHOLDERS' EQUITY
'000F
Shareholders' equity amounts to 84,784
This amount includes the Common Stock of:
BaByliss S.A. 2,229
Cristal 204
TOTAL 2,433
The Cumulative Translation Adjustment represents the
translation differences on the opening equities of the
foreign subsidiaries (958)
The Retained Earnings on a combined basis amount to 83,309
TOTAL 84,784
5. INCOME STATEMENT
5.1 NET SALES
'000F
Net sales for the year, after eliminating intergroup sales
amount to 402,252
The split up of these sales by company in a percentage of
net sales is as follows:
France 41%
The Netherlands 17%
Belgium 14%
United Kingdom 13%
Spain 2%
Switzerland 1%
Cost of Sales amounts to 248,711 KF, resulting in a gross margin of
153,531 KF or 38%.
5.2 PERSONNEL COSTS
Consolidated personnel cost in 1994 amounts to 38,247 KF.
The average number of employees for the year ended December 31, 1994 is as
follows:
1994
BaByliss S.A. 63
Faco 70
BaByliss UK 16
BaByliss Germany 15
Sofac 17
Nyhar 17
BaByliss Spain 4
TOTAL 202
5.3 EXTRAORDINARY PROFIT(LOSS)
'000F
Exceptional charge for corporate income tax on disallowed
royalty expenses for BaByliss Germany (1,015)
Minority interest on the result of Nyhar before the
acquisition of the majority of the outstanding shares (1,993)
Other exceptional charges (1,037)
Exceptional income on the cession of the shares of the
former group company Harny 215
Correction of minority interests Continental Products
and Sofac 625
Other exceptional income 737
Exceptional income Cristal 1,608
Total Extraordinary Profit(Loss) (860)
5.4 INCOME TAXES
The income tax charge for the year ended December 31, 1994 amounts to
10,995 KF and the deferred tax charge on temporary differences amounts to
364 KF.
6. COMMITMENTS AND CONTINGENCIES
'000F
Commitments given
Commitments in respect of capital leases (plant and equipment) 754
Commitments in respect of capital leases (real estate) 22,809
Unmatured discounted bills 6,537
Guarantee for trading goodwill Faco 15,086
Mortgage over building 5,645
Pledge over vehicle 1,008
TOTAL 51,839
Commitments received
Personal guarantees from Board members 1,800
Commitments in respect of capital leases (real estate) 17,500
Commitments in respect of capital leases
(plant and equipment) 202
Bank guarantee given 42
TOTAL 19,544
COMBINED STATEMENT OF CASH FLOWS
('000 FRENCH FRANCS)
1994
Net income attributable to the Group 19,328
Depreciation and amortization 7,682
Provisions and allowances 7,872
Reversal of depreciation, amortization, provisions and allowances (8,036)
Gains on disposals of non-current assets (83)
Minority interests in net income for the year 1,044
Deferred taxation (364)
Cash generated from operations 27,443
Change in inventories (11,471)
Change in trade receivables (22,419)
Change in other receivables (1,002)
Change in trade payables 7,379
Change in tax and social security liabilities 503
Change in operating receivables and payables (19,681)
Net cash generated by operations 7,762
Acquisition of intangible assets (5,910)
Acquisition of property, plant and equipment (8,196)
Change in deferred charges 220
Acquisition of non-current assets and deferred charges (13,886)
Disposal of property, plant and equipment 4,332
Disposal of Long-term Loans payable 683
Disposal of non-current assets 5,015
Change in long-term loans payable 9,327
Net cash generated by investing activities 456
Impact of foreign exchange movements (658)
Impact of changes in minority interests on reserves (1,553)
Impact of changes in companies included in the consolidation 553
Total (1,678)
Total change in net cash position 6,540
Change in cash (2,911)
Change in short-term loans payable 9,451
Total change in net cash position 6,540
8. EVENTS AFTER BALANCE SHEET DATE
As of February 18, 1995 all the common stock of BaByliss S.A. and
Cristal S.A. have been acquired by the American Company, Conair Corporation.
Signature pursuant to the requirements of the Securities and Exchange Act of
1934, Conair Corporation has duly caused this report on its behalf by the
undersigned thereunto duly authorized.
CONAIR CORPORATION
BY: /s/ Patrick P. Yannotta
PATRICK P. YANNOTTA,
Senior Vice President-Finance
