As filed with the Securities and Exchange Commission on APRIL 14, 1995
Registration No. 33-88782
_______________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
DUTY FREE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
Maryland 52-1292246
(State or other (I.R.S. Employer
jurisdiction of Identification
incorporation Number)
or organization)
63 Copps Hill Road
Ridgefield, Connecticut 06877
(203) 431-6057
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Alfred Carfora
President
Duty Free International, Inc.
63 Copps Hill Road
Ridgefield, Connecticut 06877
(203) 431-6057
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copy to:
Stephen P. Farrell, Esq.
Morgan, Lewis & Bockius
101 Park Avenue
New York, New York 10178
(212) 309-6050
The Registrant hereby amends this Registration Statement on such
date or dates as may be necessary to delay its effective date until the
Registrant shall file a further amendment which specifically states that
this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933 or until this
Registration Statement shall become effective on such date as the
Securities and Exchange Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
48,193 Shares
DUTY FREE INTERNATIONAL, INC.
Common Stock
__________________
This Prospectus relates to the offer and sale of up to 48,193
shares of Common Stock, par value $.01 per share, of Duty Free
International, Inc. All of the Common Stock offered hereby may be sold
from time to time by and for the account of the selling stockholder
named in this Prospectus (the "Selling Stockholder"). See "Selling
Stockholder." The methods of sale of the Common Stock offered hereby
are described under the heading "Plan of Distributions." The Company
will receive none of the proceeds from such sales. The Company will pay
all expenses (other than underwriting and brokerage expenses, fees,
discounts and commissions, all of which will be paid by the Selling
Stockholder) incurred in connection with the offering described in this
Prospectus.
The Selling Stockholder and any broker-dealer that participate in the
distribution of the Common Stock offered hereby may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933, as
amended (the "1933 Act"), and any commission or profit on the resale of
shares received by such broker-dealers may be deemed to be underwriting
commissions and discounts under the 1933 Act. Upon the Company's being
notified by the Selling Stockholder that any material arrangement has
been entered into with a broker or dealer for the sale of shares through
a secondary distribution, or a purchase by a broker or dealer, a
supplemented Prospectus will be filed, if required, disclosing among
other things the names of such broker-dealers, the number of shares
involved, the price at which such shares are being sold and the
commissions paid or the discounts or concessions allowed to such broker-
dealers.
The Common Stock of the Company is listed on the New York Stock
Exchange (Symbol: DFI). On APRIL 12, 1995, the closing price of the
Common Stock was $7.75 per share.
FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD
BE CONSIDERED IN CONNECTION WITH AN INVESTMENT
IN THE COMMON STOCK, SEE "RISK FACTORS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR
DISAPPROVED BY THE SECURITIES AND EXCHANGE
COMMISSION OR ANY STATE SECURITIES COMMISSION
NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY
STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY
OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
The date of this Prospectus is April , 1995
<PAGE>
No person has been authorized to give any information or to make
any representation other than those contained in, or incorporated by
reference into, this Prospectus, and, if given or made, such information
or representations must not be relied upon as having been authorized by
the Company or any Selling Stockholder. This Prospectus does not
constitute an offer to sell or solicitation of an offer to buy, nor
shall there be any sale of these securities by anyone, in any state in
which such offer, solicitation, or sale would be unlawful prior to the
registration or qualification under the securities laws of any state, or
in which the person making such offer or solicitation is not qualified
to do so, or to any person to whom it is unlawful to make such offer or
solicitation. Neither delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create any implication that
there has been no change in the information herein or the affairs of the
Company since the date hereof.
A registration statement on Form S-3 in respect of the Common
Stock offered by this Prospectus (the "Registration Statement") has been
filed with the Securities and Exchange Commission (the "Commission"),
Washington, D.C. 20549, under the 1933 Act. This Prospectus does not
contain all of the information contained in the Registration Statement,
certain portions of which have been omitted pursuant to the rules and
regulations of the Commission. Accordingly, additional information
concerning the Company and such securities can be found in the
Registration Statement, including various exhibits thereto, which may be
inspected at the Public Reference Section of the Commission.
AVAILABLE INFORMATION
The Company is subject to the reporting requirements of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), and in
accordance therewith files reports and other information with the
Commission. Reports, proxy and information statements, and other
information filed by the Company with the Commission can be inspected
and copied, at prescribed rates, during normal business hours at the
public reference facilities maintained by the Commission at 450 Fifth
Street, N.W., Room 1024, Washington, D.C. 20549, and at the following
Regional Offices of the Commission: Midwest Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661-2511; Northeast Regional Office, 7 World Trade
Center, Suite 1300, New York, New York 10048. Copies of such materials
can also be obtained from the Public Reference Section of the
Commission, at 450 Fifth Street, N.W., Washington, D.C. 20549, at
prescribed rates.
The Common Stock is listed on the New York Stock Exchange. Copies
of the Company's reports, proxy and information statements and other
information can also be inspected at the New York Stock Exchange.
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<PAGE>
DOCUMENTS INCORPORATED BY REFERENCE
The following documents are incorporated by reference into this
Prospectus:
(1) THE ANNUAL REPORT OF THE COMPANY ON FORM 10-K FOR ITS FISCAL
YEAR ENDED JANUARY 31, 1994 (FILED ON APRIL 25, 1994);
(2) THE QUARTERLY REPORTS OF THE COMPANY ON FORM 10-Q FOR ITS
FISCAL QUARTERS ENDED APRIL 30, 1994 (FILED ON JUNE 20, 1994), JULY 31,
1994 (FILED(2) ON SEPTEMBER 9, 1994) AND OCTOBER 31, 1994 (FILED ON
DECEMBER 14, 1994, AS AMENDED BY FORM 10-Q/A FILED ON APRIL 14, 1995);
(3) THE CURRENT REPORTS OF THE COMPANY ON FORM 8-K DATED JANUARY
15, 1994 (FILED ON FEBRUARY 10, 1994), MAY 1, 1994 (FILED ON MAY 10,
1994, AS AMENDED BY FORM 8-K/A DATED JUNE 20, 1994 FILED JUNE 20, 1994),
NOVEMBER 2, 1994 (FILED ON NOVEMBER 10, 1994) AND FEBRUARY 28, 1995
(FILED ON MARCH 9, 1995);
(4) THE COMPANY'S PROXY STATEMENT FOR THE ANNUAL MEETING OF
STOCKHOLDERS HELD ON MAY 20, 1994; AND
(5) The description of the Company's Common Stock registered
under the 1934 Act contained in the Company's Form 8-A filed with the
Commission on December 6, 1991, including any amendments or reports
filed for the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a),
13(c), 14 or 15(d) of the 1934 Act subsequent to the date of this
Prospectus and prior to the termination of this offering, shall be
deemed to be incorporated by reference into this Prospectus. Any
statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified
or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom
this Prospectus is delivered, upon request, a copy of any or all of the
foregoing documents incorporated herein by reference (not including
exhibits to the information that is incorporated by reference unless
such exhibits are specifically incorporated by reference into the
information that this Prospectus incorporates). Requests should be
directed to Duty Free International, Inc. 63 Copps Hill Road,
Ridgefield, Connecticut 06877, telephone: (203) 431-6057, Attention:
Secretary.
THE COMPANY
Duty Free International, Inc. operates in several distinct markets
of the duty free industry in the United States. This highly specialized
industry sells merchandise such as liquor, tobacco products, perfume and
luxury gifts free of all duties and sales and excise taxes to persons
leaving the United States and to foreign diplomats serving in the United
States and abroad. The Company offers quality brand-name merchandise at
savings generally ranging from 20% to 60% off retail prices in the
countries of its customers' destinations.
The Company is the leading operator of duty free stores along the
United States borders with Canada and Mexico and the largest supplier of
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<PAGE>
duty free merchandise both to foreign diplomats in the United States and
to ships engaged in international travel and trade departing from the
northeastern United States. In addition, the Company is one of the
leading operators of duty free and retail stores in international
airports in the United States, and of duty free shops on board
international airlines.
In May 1993, the Company acquired a controlling interest in Bared
Jewelers of the V.I., Inc. ("Bared Jewelers"), which operates three
stores in the primary shopping area of St. Thomas serving cruise ships
and air travelers to the island. This acquisition is not material to
the financial position or results of operations of the Company.
In May 1994, the Company acquired Inflight Sales Group Limited
("Inflight"). Inflight, with sales of approximately $105,000,000 during
its year ended December 31, 1993, is the leading concessionaire/operator
and supplier of duty free merchandise to international airlines. In
addition, Inflight is the leading supplier to international airlines of
amenity kits for distribution to their first class and business class
travelers. THE PURCHASE PRICE WAS APPROXIMATELY $73,300,000.
IN NOVEMBER 1994, THE COMPANY ANNOUNCED A RESTRUCTURING PLAN TO
IMPROVE THE COMPANY'S PROFITABILITY. THE IMPLEMENTATION OF THE PLAN IS
EXPECTED TO REDUCE THE COMPANY'S WORKFORCE BY AT LEAST 210, AND LOWER
DIRECT OPERATING COSTS BY APPROXIMATELY $7,400,000 PER YEAR. A TOTAL OF
23 STORES AND BUSINESS LOCATIONS, WHICH HAD BEEN GENERATING
APPROXIMATELY $14,500,000 IN ANNUAL SALES, WILL BE CLOSED. A PRE-TAX
CHARGE TO EARNINGS OF $7,571,000 WAS TAKEN IN THE COMPANY'S FISCAL
QUARTER ENDED OCTOBER 31, 1994 AS A RESULT OF RESTRUCTURING. AS OF
JANUARY 29, 1995, THE COMPANY HAD CLOSED 14 NORTHERN BORDER DIVISION
STORES AND HAS SCHEDULED THE CLOSING OF THE REMAINING SEVEN AIRPORT
DIVISION LOCATIONS AND TWO DIPLOMATIC AND WHOLESALE DIVISION LOCATIONS
IN THE SPRING OF 1995.
IN THE THIRD QUARTER OF FISCAL 1995, THE COMPANY CHANGED ITS
METHOD OF EVALUATING THE RECOVERABILITY OF INTANGIBLE ASSETS. UNDER THE
NEW METHOD, FAIR VALUES OF INTANGIBLE ASSETS ARE DETERMINED BASED ON THE
ESTIMATED DISCOUNTED FUTURE OPERATING CASH FLOWS OF THE RELATED ACQUIRED
OPERATIONS OVER THE USEFUL LIFE OF EACH INTANGIBLE ASSET. PREVIOUSLY,
IMPAIRMENT WAS MEASURED USING UNDISCOUNTED CASH FLOWS. HAD THE PREVIOUS
POLICY REMAINED IN EFFECT, THERE WOULD HAVE BEEN NO SIGNIFICANT
IMPAIRMENT AT OCTOBER 31, 1994. THE CHANGE IN ACCOUNTING FOR INTANGIBLE
ASSETS RESULTED IN A WRITE-DOWN OF ASSET VALUE, AND A ONE-TIME, PRE-TAX
CHARGE TO EARNINGS OF $46,002,000. THE FISCAL YEAR 1996 PRE-TAX
AMORTIZATION CHARGE ASSOCIATED WITH THE ASSETS WRITTEN DOWN WOULD HAVE
BEEN $3,500,000. ALTHOUGH THE WRITE-DOWN HAS NO IMPACT ON THE COMPANY'S
CASH POSITION, IT DOES RESULT IN A MORE APPROPRIATE BALANCE SHEET
VALUATION OF THE REMAINING GOODWILL AND OTHER INTANGIBLE ASSETS.
THE COMPANY TOOK A $38,935,000 ($1.43 PER SHARE) AFTER-TAX CHARGE
TO EARNINGS DURING THE THIRD QUARTER OF FISCAL 1995 ENCOMPASSING ALL
COSTS ASSOCIATED WITH BOTH THE REVALUATION OF ITS INTANGIBLE ASSETS, THE
STORE AND BUSINESS CLOSURES, AND WORKFORCE REDUCTIONS.
CURRENT DEVELOPMENTS
NET SALES FOR THE QUARTER ENDED JANUARY 29, 1995 WERE
$136,421,000, UP 44% FROM $94,665,000 IN THE FOURTH QUARTER A YEAR AGO.
THE INCREASE WAS DUE PRIMARILY TO THE ACQUISITION OF INFLIGHT. THE
COMPANY'S SALES, EXCLUDING INFLIGHT'S SALES, WERE $96,684,000, AN
INCREASE OF 2% WHEN COMPARED TO THE PRIOR YEAR. NET EARNINGS FOR THE
QUARTER WERE $3,513,000, OR $.13 PER SHARE, A 44% DECREASE FROM
$6,261,000, OR $.23 PER SHARE, IN THE YEAR EARLIER.
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<PAGE>
IN DECEMBER, 1994, THE MEXICAN GOVERNMENT DEVALUED THE PESO,
CAUSING A DROP IN THE VALUE OF THE PESO VERSUS THE U.S. DOLLAR OF
APPROXIMATELY 65%. THE DEVALUATION SIGNIFICANTLY REDUCED THE SOUTHERN
BORDER DIVISION'S SALES DURING THE LAST TEN DAYS OF DECEMBER AND ALL OF
JANUARY FROM THE SAME PERIODS IN THE PRIOR YEAR, AND IS EXPECTED TO HAVE
A SIGNIFICANT NEGATIVE IMPACT ON THE SOUTHERN BORDER DIVISION'S SALES
AND EARNINGS DURING FISCAL 1996. CREDITABLE AND PROTRACTED STABILITY IN
THE VALUE OF THE MEXICAN PESO VERSUS THE U.S. DOLLAR IS AN IMPORTANT
ELEMENT IN PROJECTING THE SOUTHERN BORDER DIVISION'S SALES AND EARNINGS
FOR FISCAL 1996. DURING JANUARY AND FEBRUARY 1995, MANAGEMENT ADJUSTED
ITS MARKETING AND PROMOTION PROGRAMS FOR THE SOUTHERN BORDER DIVISION,
AND EFFECTED EXPENSE REDUCTIONS OF APPROXIMATELY $3,800,000 ANNUALLY.
NO SOUTHERN BORDER DIVISION STORES HAVE BEEN CLOSED. MANAGEMENT WILL
CONTINUE TO MONITOR THE SOUTHERN BORDER DIVISION'S FISCAL 1996 SALES AND
EARNINGS AND TAKE ADDITIONAL ACTIONS IF REQUIRED.
FOR THE FISCAL YEAR ENDED JANUARY 29, 1995, NET SALES TOTALED
$501,761,000, UP 33% FROM $376,436,000 FOR THE FISCAL YEAR ENDED JANUARY
31, 1994. THE INCREASE WAS DUE PRIMARILY TO THE ACQUISITION OF INFLIGHT
ON MAY 1, 1994. THE COMPANY'S NET SALES FOR THE FISCAL YEAR ENDED
JANUARY 29, 1995, EXCLUDING INFLIGHT'S SALES, WERE $379,871,000, A 0.9%
INCREASE FROM THE FISCAL YEAR ENDED JANUARY 31, 1994. THE NET LOSS FOR
THE YEAR ENDED JANUARY 29, 1995 WAS $24,802,000, OR $.91 PER SHARE,
VERSUS NET INCOME OF $27,393,000, OR $1.01 PER SHARE, FOR THE YEAR ENDED
JANUARY 31, 1994. NET EARNINGS FOR THE YEAR ENDED JANUARY 29, 1995,
EXCLUDING THE AFTER-TAX EFFECTS OF THE RESTRUCTURING PLAN AND THE
INTANGIBLE ASSET REVALUATIONS DESCRIBED ABOVE, WAS $14,133,000, OR $.52
PER SHARE, A 48% DECREASE FROM THE PRIOR YEAR. THE DECREASE WAS DUE
PRIMARILY TO A SIGNIFICANT DECREASE IN THE NORTHERN BORDER DIVISION'S
SALES AND EARNINGS, AND INTEREST EXPENSE RESULTING FROM THE ISSUANCE OF
THE $115,000,000 7% SENIOR NOTES ON JANUARY 25, 1994.
IN MARCH 1995, STANDARD AND POOR'S DOWNGRADED ITS RATING OF THE
COMPANY'S $115,000,000 SENIOR NOTES FROM BBB TO BBB-, AND IN APRIL 1995,
MOODY'S INVESTOR SERVICES DOWNGRADED ITS RATING OF THE COMPANY'S
$115,000,000 SENIOR NOTES FROM Ba1 TO Ba2, PRIMARILY IN RESPONSE TO THE
DEVALUATION OF THE MEXICAN PESO. THE DOWNGRADES WILL NOT AFFECT THE
COMPANY'S CURRENT BORROWING COSTS UNDER THE SENIOR NOTES, AND THE
COMPANY'S SENIOR NOTES REMAIN INVESTMENT GRADE ACCORDING TO STANDARD AND
POOR'S. HOWEVER, THE DOWNGRADES COULD INCREASE THE COSTS OF ANY
BORROWINGS IN THE FUTURE.
RISK FACTORS
EXCHANGE RATES - SALES
THE MAJORITY OF THE COMPANY'S CUSTOMERS ARE NOT UNITED STATES
RESIDENTS. THE VALUE OF THE U.S. DOLLAR RELATIVE TO FOREIGN CURRENCIES
AFFECTS TRAVELERS' RELATIVE PURCHASING POWER, THEREBY AFFECTING THE
COMPANY'S SALES. THE NORTHERN BORDER DIVISION'S AND THE SOUTHERN BORDER
DIVISION'S SALES ARE SIGNIFICANTLY AFFECTED BY THE VALUE OF THE CANADIAN
DOLLAR AND THE MEXICAN PESO, RESPECTIVELY, RELATIVE TO THE U.S. DOLLAR.
THE DECLINES IN THE VALUE OF THE CANADIAN DOLLAR, AND, MORE RECENTLY,
THE MEXICAN PESO HAVE RESULTED IN DIMINISHED SALES IN THE COMPANY'S
NORTHERN BORDER AND SOUTHERN BORDER DIVISIONS. CONVERSELY, INCREASES IN
THE VALUE OF OTHER CURRENCIES RELATIVE TO THE U.S. DOLLAR (E.G. THE
JAPANESE YEN) TEND TO HAVE A POSITIVE EFFECT ON THE COMPANY'S SALES.
ADDITIONALLY, THE DEVALUATION OF THE MEXICAN PESO WAS THE PRIMARY REASON
FOR THE DOWNGRADES OF THE COMPANY'S DEBT RATINGS, WHICH COULD INCREASE
THE COSTS OF BORROWINGS BY THE COMPANY IN THE FUTURE. SEE "CURRENT
DEVELOPMENTS".
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<PAGE>
EXCHANGE RATE - PURCHASES
THE COMPANY PURCHASES ABROAD FOR RESALE A SIGNIFICANT PORTION OF
ITS PRODUCTS AT PRICES NEGOTIATED EITHER IN U.S. DOLLARS OR FOREIGN
CURRENCIES. AS A RESULT, THE COMPANY'S COSTS ARE AFFECTED BY
FLUCTUATIONS IN THE VALUE OF THE U.S. DOLLAR IN RELATION TO FOREIGN
CURRENCIES. A DECREASE IN THE PURCHASING POWER OF THE U.S. DOLLAR
RELATIVE TO OTHER CURRENCIES CAUSES A CORRESPONDING INCREASE IN THE
PURCHASE PRICE OF PRODUCTS (E.G. LIQUOR AND FRAGRANCES) PURCHASED BY THE
COMPANY FOR RESALE. THE COMPANY ENTERS INTO FOREIGN EXCHANGE FORWARD
CONTRACTS AS A HEDGE AGAINST A PORTION OF ITS EXPOSURE TO CURRENCY
FLUCTUATIONS ON COMMITMENTS TO PURCHASE MERCHANDISE. THE USE OF FOREIGN
EXCHANGE FORWARD CONTRACTS FOR MERCHANDISE PURCHASES LESSENS THE
UNCERTAINTY AND IMPACT OF EXCHANGE RATE FLUCTUATIONS ON THE COMPANY'S
GROSS PROFIT MARGINS. THE COMPANY DOES NOT ENGAGE IN FOREIGN CURRENCY
SPECULATION.
PROCEEDS
The Company will not receive any of the proceeds from the sale of
the shares by the Selling Stockholder.
SELLING STOCKHOLDER
The shares offered hereby were issued in connection with the
Company's acquisition of a controlling interest in Bared Jewelers in May
1993.
The following table and text shows each material relationship
between the Selling Stockholder and the Company or its affiliates
(including Bared Jewelers) within the past three years; the number of
shares of the outstanding Common Stock of the Company owned by the
Selling Stockholder as of December 31, 1994; the number of such shares
which may be sold for the account of the Selling Stockholder; and the
number of such shares that will be owned by the Selling Stockholder
assuming the sale of all shares offered hereby. The Selling Stockholder
did not beneficially own as of December 31, 1994, nor will he own as of
the completion of this offering (unless additional shares are purchased
by the Selling Stockholder), one percent or more of the outstanding
Common Stock of the Company.
<TABLE>
<CAPTION>
Number of Number of
Shares Owned Shares Which Shares Owned
Selling Stockholder Before Sale May be Sold After Sale
<S> <C> <C> <C>
Luis Bared 48,193 48,193 0
</TABLE>
During the three years prior to the Company's acquisition of a
controlling interest in Bared Jewelers in May 1993, Luis Bared was
President, a Director and a stockholder of Bared Jewelers. Since the
acquisition, Mr. Bared has continued as President and a stockholder of
Bared Jewelers.
PLAN OF DISTRIBUTION
The shares offered hereby may be sold by the Selling Stockholder
or by pledgees, donees, transferees or other successors in interest.
Such sales may be made on one or more exchanges or in the over-the-
counter market, or otherwise at prices and at terms then prevailing or
at prices related to the then-current market price, or in negotiated
transactions. The shares may be sold by one or more of the following
methods, without limitation: (a) a block trade in which the broker or
dealer so engaged will attempt to sell the shares as agent but may
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<PAGE>
position and resell a portion of the block as principal to facilitate
the transaction; (b) purchases by a broker or dealer as principal and
resale by such broker or dealer for its account pursuant to this
Prospectus; (c) ordinary brokerage transactions and transactions in
which the broker solicits purchasers; (d) an exchange distribution in
accordance with the rules of such exchange; and (e) face-to-face
transactions between sellers and purchasers without a broker-dealer. In
effecting sales, brokers or dealers engaged by the Selling Stockholder
may arrange for other brokers or dealers to participate. Brokers or
dealers may receive commissions or discounts from the Selling
Stockholder in amounts to be negotiated immediately prior to the sale.
Such brokers or dealers and any other participating brokers or dealers
may be deemed to be "underwriters" within the meaning of the 1933 Act,
in connection with such sales. In addition, any securities covered by
this Prospectus that qualify for sale pursuant to Rule 144 may be sold
under Rule 144 rather than pursuant to this Prospectus.
Upon the Company's being notified by the Selling Stockholder that
any material arrangement has been entered into with a broker or dealer
for the sale of shares through a secondary distribution, or a purchase
by a broker or dealer, a supplemented Prospectus will be filed, if
required, pursuant to Rule 424(b) under the 1933 Act, disclosing (a) the
names of such broker-dealers, (b) the number of shares involved, (c) the
price at which such shares are being sold, (d) the commissions paid or
the discounts or concessions allowed to such broker-dealers, (e) where
applicable, that such broker-dealers did not conduct any investigation
to verify the information set out or incorporated by reference in this
Prospectus, as supplemented, and (f) other facts material to the
transaction.
The Selling Stockholder has agreed with the Company that, among
other things, for so long as the Registration Statement remains in
effect, he (1) will deliver a copy of this Prospectus, as amended or
supplemented, to any broker-dealer or other intermediary and any person
or entity purchasing any of the Selling Stockholder's shares hereunder,
(2) will give the Company certain specified notices with respect to any
purchases or sales by the Selling Stockholder of any Common Stock of the
Company and (3) will not engage in any stabilization activity in
connection with the Company's securities. In addition, the Selling
Stockholder will pay the underwriting and brokerage expenses, fees,
discounts and commissions incurred in connection with this offering.
EXPERTS
The consolidated financial statements and the related supplemental
schedules as of January 31, 1994 and 1993 and for each of the three
years in the period ended January 31, 1994, incorporated by reference in
this Prospectus from the Company's Annual Report on Form 10-K for the
fiscal year ended January 31, 1994, as amended, have been audited by
KPMG Peat Marwick LLP, independent accountants, as stated in their
reports which are incorporated by reference herein. These financial
statements and supplemental schedules have been so incorporated in
reliance upon the reports of such firm given upon their authority as
experts in accounting and auditing. The consolidated financial
statements of Inflight Sales Group Ltd. at December 31, 1993 and 1992
and for the years then ended, which are incorporated by reference in
this Prospectus, have been audited by Ernst & Young, independent
auditors, whose report thereon is incorporated herein by reference.
Such consolidated financial statements have been incorporated herein by
reference in reliance upon such reports given upon the authority of such
firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the shares of Common Stock offered hereby is being
passed upon by Morgan, Lewis & Bockius, New York, New York, counsel to
the Company.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
Expenses to be borne by the Company in connection with the
registration and distribution of the Common Stock being registered,
other than the commissions paid or the discounts or concessions allowed
to broker-dealers, are as follows:
<TABLE>
<S> <C>
SEC registration fee. . . . . . . . . . $ 143.33
BLUE SKY FEES AND EXPENSES (INCLUDING LEGAL FEES) 5,000.00*
Legal fees and expenses . . . . . . . . 5,000.00*
Accounting fees and expenses. . . . . . 5,000.00*
Printing expenses . . . . . . . . . . . 500.00*
Miscellaneous . . . . . . . . . . . . . 1,356.67*
TOTAL . . . . . . . . . . . . . . . . $17,000.00
</TABLE>
__________________
* Estimated
Item 15. Indemnification of Directors and Officers.
As authorized by 1988 amendments to the Maryland General
Corporation Law, the Company's Charter provides that, to the fullest
extent permitted by Maryland law, no director or officer of the Company
shall be liable to the Company or its stockholders for monetary damages
for the breach of any duty owed by such director or officer to the
Company or to its stockholders. Maryland law does not permit the
elimination of a director's or officer's liability, and each director or
officer will be liable to the Company, to the extent that (i) it is
proved that the person actually received an improper benefit or profit
in money, property or services, for the amount of the benefit or profit
in money, property or services actually received, or (ii) a judgment or
other final adjudication adverse to the person is entered in a
proceeding based on a finding in the proceeding that the person's
action, or failure to act, was the result of active and deliberate
dishonesty and was material to the cause of action adjudicated in the
proceeding. The effect of this provision in the Charter is to eliminate
the right of the Company and its stockholders (through stockholders'
derivative suits on behalf of the Company) to recover monetary damages
against a director or officer for the breach of any duty owed by the
director or officer to the Company or to its stockholders (including
breaches resulting from negligent or grossly negligent behavior) except
in the situations described in clauses (i) and (ii) above. These
provisions will not alter the liability of directors or officers under
federal securities laws.
Section 2-418 of the Maryland General Corporation Law provides that each
corporation incorporated thereunder, such as the Company, may indemnify
any person who was or is a party or is threatened to be a party to any
threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact
that he is or was a director, officer, employee or agent of the
corporation or serving another corporation at the request of the
corporation, against expenses (including attorneys' fees), judgments,
fines and amounts paid in settlement, actually and reasonably incurred
by him if he acted in good faith and in a manner he reasonably believed
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<PAGE>
to be in or not opposed to the best interests of the corporation and,
with respect to a criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful. Lack of good faith is not to be
presumed from settlement. No indemnification is allowed in respect to
any proceeding charging improper personal benefit to the officer or
director in which such person was adjudged to be liable on the basis
that personal benefit was improperly received. To the extent any such
person succeeds on the merits or otherwise, he shall be indemnified
against expenses (including attorneys' fees). A determination that the
person to be indemnified meets the applicable standard of conduct, if
not made by a court, is made by a board of directors by majority vote of
a quorum consisting of directors not party to such action, suit or
proceeding or, if a quorum is not obtainable or a disinterested quorum
so directs, by independent legal counsel or by the stockholders.
Expenses may be paid in advance upon receipt of undertakings to repay.
A corporation may purchase indemnification insurance.
The Company's Charter and By-Laws state, as to indemnification,
that the Company's officers and directors are entitled to
indemnification against liabilities and expenses to the full extent
permitted by Maryland law.
The Company also currently maintains a directors' and officers'
liability insurance policy for the benefit of its management and
directors. The maintenance of such insurance coverage is considered
vital by the Company in attracting and retaining the services of
qualified directors and officers. The Company, however, cannot be
assured that its existing policy will be renewed upon expiration or
that, if the policy is not renewed, the Company will be able to obtain
similar insurance coverage elsewhere or that the cost thereof will not
be prohibitively expensive.
The Company has entered into a separate indemnification agreement
with Jack Africk, who is the Vice Chairman of the Board of Directors of
the Company.
The Agreement between the Company and the Selling Stockholder
(identified as Exhibit 4.1) provides that the Selling Stockholder and,
under certain circumstances, persons participating as underwriters in
the offering or sale of the Common Stock being registered will indemnify
and hold harmless the Company and each director, officer and controlling
person of the Company with respect to any statement or omission in the
Registration Statement or the Prospectus based upon written information
furnished to the Company by or on behalf of the Selling Stockholder or
such underwriters, as the case may be, for inclusion therein.
II-2
<PAGE>
Item 16. Exhibits
(a) Exhibits:
3.1 Charter of the Company (previously filed as an Exhibit to
the Company's Registration Statement on Form S-1, Reg. No.
33-43071)
3.2 By-Laws of the Company (previously filed as an Exhibit to
the Company's Current Report on Form 8-K dated December 27,
1993)
4.1 Terms of Registration Rights between the Company and the
Selling Stockholder (previously filed as an Exhibit to the
Company's Registration Statement on Form S-3, Reg. No. 33-
64532)
4.2 Specimen Stock Certificate with respect to Common Stock
(previously filed as an Exhibit to Company's Registration
Statement on Form S-1, Reg. No. 33-43071)
5.1 Opinion of Morgan, Lewis & Bockius*
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
23.2 Consent of Ernst & Young, independent auditors
23.3 Consent of Morgan, Lewis & Bockius (included in Exhibit
5.1) *
24.1 Powers of Attorney (included in pages II-5 and II-6 of the
Registration Statement) *
_________________
* Previously filed.
Item 17. Undertakings.
(A) The undersigned hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement;
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set
forth in the Registration Statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
provided, however, that paragraphs (A)(1)(i) and (A)(1)(ii) do
_________ _______
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by
the Registrant pursuant to Section 13 or Section 15(d) of the Securities
II-3
<PAGE>
Exchange Act of 1934 that are incorporated by reference in the
Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall
be deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
(B) The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of 1934 that is
incorporated by reference in the Registration Statement shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering
thereof.
(C) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Company pursuant to the foregoing provisions
or otherwise, the Company has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against
public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities
(other than the payment by the Company of expenses incurred or paid by a
director, officer or controlling person of the Company in the successful
defense of any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities being
registered, the Company will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it
is against public policy as expressed in the Act and will be governed by
the final adjudication of such issue.
II-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it
meets all of the requirements for filing on Form S-3 and has duly caused
this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the Town of Ridgefield, State
of Connecticut on the 13th day of APRIL, 1995.
DUTY FREE INTERNATIONAL, INC.
By: \s\ Alfred Carfora
------------------
Alfred Carfora
President and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Amendment to the Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
Signature Title Date
* Chairman of the Board APRIL 13, 1995
_______________
(John A. Couri)
* President, Chief Executive APRIL 13, 1995
_______________ Officer, Director
(Alfred Carfora) (Principal Executive Officer)
* Director APRIL 13, 1995
_______________
(Jack Africk)
* Director APRIL 13, 1995
_______________
(David H. Bernstein)
* Director APRIL 13, 1995
_______________
(Heribert H. Diehl)
II-5
<PAGE>
*
Director APRIL 13, 1995
_______________
(Morris W. Offit)
* Vice President, Director APRIL 13, 1995
_______________
(Carl Reimerdes)
* Director APRIL 13, 1995
______________
(Susan Stackhouse)
* Vice President of Finance, APRIL 13, 1995
_______________ Chief Financial Officer
(Gerald F. Egan) and Secretary
(Principal Financial and
Accounting Officer)
*By: \s\ Gerald F. Egan
_________________
Gerald F. Egan
Attorney-in-Fact
II-6
<PAGE>
Exhibit Index
_____________
Exhibit Sequential
No. Page No.
_________ __________
3.1 Charter of the Company (previously filed as an Exhibit
to the Company's Registration Statement on Form S-1,
Reg. No. 33-43071)
3.2 By-Laws of the Company (previously filed as an Exhibit
to the Company's Current Report on Form 8-K dated
December 27, 1993)
4.1 Terms of Registration Rights between the Company and
the Selling Stockholder (previously filed as an Exhibit
to the Company's Registration Statement on Form S-3,
Reg. No. 33-64532)
4.2 Specimen Stock Certificate with respect to Common Stock
(previously filed as an Exhibit to Company's Registration
Statement on Form S-1, Reg. No. 33-43071)
5.1 Opinion of Morgan, Lewis & Bockius*
23.1 Consent of KPMG Peat Marwick LLP, independent accountants
23.2 Consent of Ernst & Young, independent auditors
23.3 Consent of Morgan, Lewis & Bockius (included in
Exhibit 5.1) *
24.1 Powers of Attorney (included in pages II-5 and II-6 of
the Registration Statement)
*
____________________
* Previously filed.
II-7
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Experts" in
Amendment No. 1 to the Registration Statement (Form S-3 No. 33-88782)
and the related prospectus of Duty Free International for the
registration of 48,193 shares of its common stock, and to the
incorporation by reference therein in our report dated April 15, 1994,
except for Note 21, as to which the date is June 17, 1994, with respect
to the consolidated financial statements of Inflight Sales Group Limited
included in the Duty Free International Current Report on form 8K dated
June 20, 1994 filed with the Securities and Exchange Commission.
ERNST & YOUNG
Wanchai, Hong Kong
APRIL 13, 1995
ACCOUNTANT'S CONSENT
The Board of Directors
Duty Free International, Inc.:
We consent to the use of our reports incorporated herein by reference
and to the reference to our firm under the heading "Experts" in the
prospectus.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
APRIL 13, 1995
