UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K405/A
AMENDMENT #1
[X] Annual Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the fiscal year ended January 29, 1995
Or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
For the transition period from to .
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Commission File Number 34-1-10952
DUTY FREE INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
MARYLAND 52-1292246
- ------------------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization Identification
No.
63 Copps Hill Road
Ridgefield, Connecticut 06877
- ------------------------------ --------------
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (203) 431-6057
Securities registered pursuant to Section 12(b) of the Act:
Title of class: Common Stock, $.01 par value per share
Name of exchange on which registered: New York Stock Exchange
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period
that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days.
Yes X No
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be
contained, to the best of registrant's knowledge, in a definitive proxy
or information statements incorporated by reference in Part III of this
Form 10-K or any amendment to this Form 10-K. X
The aggregate market value of the voting stock held by non-affiliates of
the registrant based upon the closing price of $7.375 per share for the
registrant's common stock as reported by the New York Stock Exchange as
of March 31, 1995 was approximately $151,575,000.
Number of shares Common Stock of the registrant outstanding as of March
31, 1995: 27,243,550 shares.
PURPOSE OF THIS AMENDMENT IS TO INCLUDE THE FOLLOWING EXHIBITS THAT WERE
NOT TRASMITTED WITH THE 10K405 ELECTRONICALLY FILED ON 5/1/95:
EXHIBIT 21.1 - SUBSIDIARIES
EXHIBIT 23.1 - CONSENT OF KPMG PEAT MARWICK LLP
EXHIBIT 24.1 - POWERS OF ATTORNEY
<PAGE>
SIGNATURES
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Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the Registrant has duly caused this report to be
signed on its behalf by the undersigned, thereunto duly authorized, this
2nd day of May, 1995.
DUTY FREE INTERNATIONAL, INC.
By: /s/ Alfred Carfora
----------------------------
Alfred Carfora
President and Chief Executive Officer
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of
the Registrant and in the capacities and on the dates indicated.
Signature Title Date
*
- -----------------------
Jack Africk Director May 2, 1995
*
- -----------------------
David H. Bernstein Director, Chairman
of the Executive
Committee May 2, 1995
/s/ Alfred Carfora
- -----------------------
Alfred Carfora Director, President
and Chief Executive
Officer May 2, 1995
*
- -----------------------
Heribert Diehl Director May 2, 1995
*
- ----------------------
John A. Couri Director May 2, 1995
/s/ Gerald F. Egan
- ----------------------
Gerald F. Egan Vice President of
Finance, Treasurer,
Secretary and
Chief Financial
Officer** May 2, 1995
*
- ----------------------
Morris W. Offit Director May 2, 1995
*
- -----------------------
Carl Reimerdes Director, Vice
President May 2, 1995
*
- ------------------------
Susan H. Stackhouse Director May 2, 1995
*By: /s/ Alfred Carfora
-------------------
Alfred Carfora
Attorney-in-fact
**Principal Financial and Accounting Officer
DUTY FREE INTERNATIONAL, INC.
SIGNIFICANT SUBSIDIARIES AND
JURISDICTIONS OF INCORPORATION
- ----------------------------------------------------------------------------
Jurisdiction of
Corporation Incorporation
- ---------------- -------------------
Duty Free International, Inc. Maryland
Samuel Meisel and Company, Inc. Maryland
Ammex Tax & Duty Free Shops, Inc. Delaware
Ammex Warehouse Company, Inc. New York
Fenton Hill America, Ltd. Maryland
Ammex Tax & Duty Free Shops West, Inc. Maryland
UETA, Inc. Delaware
UETA of Texas, Inc. Delaware
DFI Inflight, Inc. Delaware
Exhibit 23.1
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Duty Free International, Inc.
We consent to incorporation by reference in the Registration Statement
(Form S-8, No. 33-31123) of Duty Free International, Inc. of our reports
dated February 27, 1995 with respect to the consolidated financial
statements of Duty Free International, Inc. and subsidiaries as of
January 29, 1995 and January 31, 1994 and for each of the years in the
three-year period ended January 29, 1995 and related financial statement
schedule which reports appear or are incorporated by reference in the
January 29, 1995 Annual Report on Form 10-K filed by Duty Free
International, Inc.
KPMG PEAT MARWICK LLP
Baltimore, Maryland
April 27, 1995
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that David H. Bernstein
constitutes and appoints each of Alfred Carfora and John A. Couri with
full power of substitution, or either one of them, acting severally, the
true and lawful agents and attorneys-in-fact (the "Attorneys") of the
undersigned, with full power and authority in said Attorneys, to sign in
my name and on my behalf as a Director and Officer of Duty Free
International, Inc. (the "Company"), an Annual Report on Form 10-K, and
any and all Amendments thereto, to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended. I hereby ratify and confirm all acts taken by such agents and
attorneys-in-fact, pursuant to the authority herein conferred.
\s\ David H. Bernstein
----------------------
David H. Bernstein
STATE OF MARYLAND
ss
CITY/COUNTY OF ANNE ARUNDEL
I HEREBY CERTIFY that on this 16TH day of March, 1995, before
me, the subscriber, personally appeared David H. Bernstein who made oath
in due form of law that the matters and facts stated herein are true to
the best of his knowledge, information and belief.
\s\Gregory George King
-----------------------------
Notary Public
My Commission Expires: 10-3-98
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Heribert Diehl
constitutes and appoints each of Alfred Carfora and John A. Couri with
full power of substitution, or either one of them, acting severally, the
true and lawful agents and attorneys-in-fact (the "Attorneys") of the
undersigned, with full power and authority in said Attorneys, to sign in
my name and on my behalf as a Director and Officer of Duty Free
International, Inc. (the "Company"), an Annual Report on Form 10-K, and
any and all Amendments thereto, to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended. I hereby ratify and confirm all acts taken by such agents and
attorneys-in-fact, pursuant to the authority herein conferred.
\s\ Heribert Diehl
-----------------------
Heribert Diehl
REG. NO. 1115/1995 R
STATE OF GERMANY
ss
CITY/COUNTY OF HAMBURG
I HEREBY CERTIFY that on this 10TH day of March, 1995, before
me, the subscriber, personally appeared Heribert Diehl who made oath in
due form of law that the matters and facts stated herein are true to the
best of his knowledge, information and belief.
\s\ Dr. Jens Roh
----------------------
Notary Public
My Commission Expires: 2007
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that John A. Couri constitutes
and appoints each of David H. Bernstein and Alfred Carfora with full power
of substitution, or either one of them, acting severally, the true and
lawful agents and attorneys-in-fact (the "Attorneys") of the undersigned,
with full power and authority in said Attorneys, to sign in my name and on
my behalf as a Director and Officer of Duty Free International, Inc. (the
"Company"), an Annual Report on Form 10-K, and any and all Amendments
thereto, to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended. I hereby ratify and
confirm all acts taken by such agents and attorneys-in-fact, pursuant to
the authority herein conferred.
\s\ John A. Couri
-----------------------
John A. Couri
STATE OF CONNECTICUT
ss
CITY/COUNTY OF FAIRFIELD
I HEREBY CERTIFY that on this 23RD day of March, 1995, before
me, the subscriber, personally appeared Carl Reimerdes who made oath in
due form of law that the matters and facts stated herein are true to the
best of his knowledge, information and belief.
\s\Lorna J. Mitchell
---------------------
Notary Public
My Commission Expires: 8/31/97
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Carl Reimderdes
constitutes and appoints each of Alfred Carfora and John A. Couri with
full power of substitution, or either one of them, acting severally, the
true and lawful agents and attorneys-in-fact (the "Attorneys") of the
undersigned, with full power and authority in said Attorneys, to sign in
my name and on my behalf as a Director and Officer of Duty Free
International, Inc. (the "Company"), an Annual Report on Form 10-K, and
any and all Amendments thereto, to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended. I hereby ratify and confirm all acts taken by such agents and
attorneys-in-fact, pursuant to the authority herein conferred.
\s\ Carl Reimerdes
-----------------------
Carl Reimerdes
STATE OF NEW YORK
ss
CITY/COUNTY OF QUEENS
I HEREBY CERTIFY that on this 17TH day of March, 1995, before
me, the subscriber, personally appeared Carl Reimerdes who made oath in
due form of law that the matters and facts stated herein are true to the
best of his knowledge, information and belief.
\s\Lois L. Kouroumousis
-----------------------
Notary Public
My Commission Expires: 1/31/96
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Morris W. Offit
constitutes and appoints each of Alfred Carfora and John A. Couri with
full power of substitution, or either one of them, acting severally, the
true and lawful agents and attorneys-in-fact (the "Attorneys") of the
undersigned, with full power and authority in said Attorneys, to sign in
my name and on my behalf as a Director and Officer of Duty Free
International, Inc. (the "Company"), an Annual Report on Form 10-K, and
any and all Amendments thereto, to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended. I hereby ratify and confirm all acts taken by such agents and
attorneys-in-fact, pursuant to the authority herein conferred.
\s\Morris W. Offit
----------------------
Morris W. Offit
STATE OF ___________________________
ss
CITY/COUNTY OF _____________________
I HEREBY CERTIFY that on this 23RD day of March, 1995, before
me, the subscriber, personally appeared Morris W. Offit who made oath in
due form of law that the matters and facts stated herein are true to the
best of his knowledge, information and belief.
\s\ Mary T. Gill
-----------------------
Notary Public
My Commission Expires: 2/3/96
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Jack Africk constitutes
and appoints each of Alfred Carfora and John A. Couri with full power of
substitution, or either one of them, acting severally, the true and lawful
agents and attorneys-in-fact (the "Attorneys") of the undersigned, with
full power and authority in said Attorneys, to sign in my name and on my
behalf as a Director and Officer of Duty Free International, Inc. (the
"Company"), an Annual Report on Form 10-K, and any and all Amendments
thereto, to be filed with the Securities and Exchange Commission pursuant
to the Securities Exchange Act of 1934, as amended. I hereby ratify and
confirm all acts taken by such agents and attorneys-in-fact, pursuant to
the authority herein conferred.
\s\ Jack Africk
-------------------------
Jack Africk
STATE OF FLORIDA
ss
CITY/COUNTY OF PALM BEACH
I HEREBY CERTIFY that on this 20TH day of March, 1995, before
me, the subscriber, personally appeared Jack Africk who made oath in due
form of law that the matters and facts stated herein are true to the best
of his knowledge, information and belief.
\s\ Dinorah Mendez
------------------------
Notary Public
My Commission Expires: 4/14/95
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that Susan H. Stackhouse
constitutes and appoints each of Alfred Carfora and John A. Couri with
full power of substitution, or either one of them, acting severally, the
true and lawful agents and attorneys-in-fact (the "Attorneys") of the
undersigned, with full power and authority in said Attorneys, to sign in
my name and on my behalf as a Director and Officer of Duty Free
International, Inc. (the "Company"), an Annual Report on Form 10-K, and
any and all Amendments thereto, to be filed with the Securities and
Exchange Commission pursuant to the Securities Exchange Act of 1934, as
amended. I hereby ratify and confirm all acts taken by such agents and
attorneys-in-fact, pursuant to the authority herein conferred.
\s\ Susan H. Stackhouse
------------------------
Susan H. Stackhouse
STATE OF FLORIDA
ss
CITY/COUNTY OF HILLSBOROUGH
I HEREBY CERTIFY that on this 24TH day of March, 1995, before
me, the subscriber, personally appeared Susan H. Stackhouse who made oath
in due form of law that the matters and facts stated herein are true to
the best of his knowledge, information and belief.
\s\ Spring M. Ciccarello
-----------------------------
Notary Public
My Commission Expires: 3/9/97
