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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.1)
INTER PARFUMS, INC.
(Name of Issuer)
COMMON STOCK,
PAR VALUE $0.001 PER SHARE
(Title of Class of Securities)
-------------------
472154301
(Cusip Number)
Bernard Kuhn
LVMH Moet Hennessy Louis Vuitton S.A.
30, avenue Hoche
75008 Paris
France
Tel. (331) 44-13-22-22
Fax: (331) 45-61-18-74
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
September 27, 1999
(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 that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]
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<PAGE>
SCHEDULE 13D
CUSIP No. 472154301 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
LVMH Moet Hennessy Louis Vuitton S.A.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
WC
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
France
7 SOLE VOTING POWER
467,400
8 SHARED VOTING POWER
NUMBER OF SHARES 0
BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH 9 SOLE DISPOSITIVE POWER
467,400
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
467,400
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN [ ]
SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.3%
14 TYPE OF REPORTING PERSON*
CO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
SEC 1746 (9-88) 2 of 7
<PAGE>
LVMH Moet Hennessy Louis Vuitton S.A., a French societe anonyme ("LVMH"),
hereby amends and supplements its Report on Schedule 13D, originally filed on
August 4, 1999 (the "Schedule 13D"), with respect to the purchase of shares of
Common Stock, par value $0.001 per share (the "Common Shares"), of Inter
Parfums, Inc. (formerly known as Jean Philippe Fragrances, Inc.), a Delaware
corporation (the "Issuer"). Unless otherwise indicated, each capitalized terms
used but not defined herein shall have the meaning assigned to such term in the
Schedule 13D.
This Amendment No. 1 to the Schedule 13D is filed in accordance with Rule
13d-2 of the Securities Exchange Act of 1934, as amended, by LVMH. It shall
refer only to the information that has materially changed since the filing of
the Schedule 13D.
Item 2. Identity and Background.
Item 2 of the Schedule 13D is amended and restated in its entirety as
follows:
"The person filing this statement is LVMH Moet Hennessy Louis Vuitton
S.A., a French societe anonyme ("LVMH"), whose principal business office is
located at 30, avenue Hoche, 75008 Paris, France. The business of LVMH is
the ownership of interests in companies in the luxury products and wines
and spirits sectors. The names, addresses, occupations and citizenship of
the executive officers and directors of LVMH are set forth on Annex A
hereto.
LVMH holds the Common Shares through LV Capital USA, Inc., a Delaware
corporation ("LV Capital"), whose principal business office is located at
Two Park Avenue, Suite 1830, New York NY 10016. The business of LV Capital
is the ownership of interests in, or the ownership of interests in funds
that invest in, companies principally active in the distribution of luxury
goods and other products. LV Capital is a wholly-owned subsidiary of LVMH
Moet Hennessy Louis Vuitton Inc., a Delaware corporation ("LVMH Inc.")
whose principal business office is located at Two Park Avenue, Suite 1830,
New York NY 10016. The business of LVMH Inc. is the ownership of interests
in companies principally active in the luxury goods business and the
distribution of luxury products, outside of France. LVMH Inc. is a
wholly-owned subsidiary of Sofidiv S.A., a French societe anonyme
("Sofidiv"), whose principal business office is located at 30, avenue
Hoche, 75008 Paris, France. LVMH owns 99.99% of Sofidiv. The business of
Sofidiv is the ownership of interests in companies active in, or owning
interests in companies active in, the luxury goods business, particularly
outside of France. The names, addresses, occupations and citizenship of the
executive officers and directors of each of LV Capital, LVMH Inc. and
Sofidiv are set forth on Annex A hereto.
Financiere Jean Goujon S.A. ("FJG"), a French societe anonyme whose
principal office and business is located at 11, rue Francois ler, 75008
Paris, France, owns approximately 40.75% of LVMH's share capital,
representing approximately 59.04% of the voting rights of LVMH and may be
deemed to control LVMH. The principal business of FJG is the ownership of
interests in companies active in the luxury products and wine and spirits
sectors. FJG is a wholly-owned subsidiary of Christian Dior S.A., a French
societe anonyme ("Christian Dior") whose principal office and business is
located at 30, avenue Montaigne, 75008 Paris, France. Christian Dior's
principal business is the ownership of interests in companies active in, or
owning interests in companies active in, the luxury products and wine and
spirits sectors. Christian Dior is indirectly controlled by Financiere
Agache, a French societe anonyme ("Financiere Agache") whose principal
office and business is located at 11, rue Francois ler, 75008 Paris,
France. Financiere Agache's principal business is the ownership of
interests in companies active in, or owning interests in companies active
in, the retailing business and the luxury products and wine and spirits
sectors. Financiere Agache is itself indirectly controlled by Mr. Bernard
Arnault (together with certain members of his family). Bernard Arnault is
Chairman of the Board of Directors and Chief Executive Office of each of
LVMH and Christian Dior. The names, addresses, occupations and citizenship
of the executive officers and directors of each of FJG, Christian Dior and
Financiere Agache are set forth on Annex A hereto.
Page 3 of 11
<PAGE>
Neither LVMH, nor to the best of its knowledge, any of LV Capital,
LVMH Inc., Sofidiv, FJG, Christian Dior or Financiere Agache, or any of
LVMH's, LV Capital's, LVMH Inc.'s, Sofidiv's, FJG's, Christian Dior's or
Financiere Agache's respective executive officers and directors listed on
Annex A hereto has, during the past five years, been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
or been a party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was or is
subject to a judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to, Federal or State
securities laws or finding any violation with respect to such laws."
Item 4. Purpose of Transaction.
Item 4 of the Schedule 13D is amended and restated in its entirety as
follows:
"LVMH views the Issuer's business as complementary to its own
portfolio, and has acquired the Common Shares for investment purposes.
On September 27, 1999, LV Capital reached an agreement in principle
(the "Agreement in Principle") with the two majority shareholders of the
Issuer, Jean Madar and Philippe Benacin (together, the "Shareholders"),
concerning an increase of LVMH's stake to 20% of the outstanding Common
Shares. The Agreement in Principle contemplates that LV Capital will
purchase such additional Common Shares from the Shareholders and other
management and employees of the Issuer at a purchase price of $12 per
Common Share.
The Agreement in Principle also contemplates (i) an increase in the
number of seats on the Issuer's Board of Directors from seven to ten, two
of which will be designated by LV Capital, (ii) an amendment of the
Issuer's Certificate of Incorporation permitting certain corporate actions
to be taken only with the unanimous consent of the Board of Directors,
(iii) certain restrictions on option grants to employees and directors of
the Issuer, (iv) the grant of a preemptive right to LV Capital on future
issuances of Common Shares, subject to certain exceptions, (v) the grant of
reciprocal rights of first refusal by the Shareholders and LV Capital on
proposed transfers of Common Shares, (vi) the grant of a tag-along right to
LV Capital in the event that the Shareholders transfer Common Shares in a
transaction that results in a change of control of the Issuer, (vii) the
grant of a standstill by LV Capital limiting its holding of Common Shares
to 25% of the outstanding Common Shares, subject to increase to the extent
a third party acquires a higher percentage of the outstanding shares, and
(viii) an agreement by the Shareholders not to compete with the Issuer. The
shareholders agreement contemplated by the Agreement in Principle will
remain in effect for so long as LV Capital holds more than 5% of the Common
Shares.
The Agreement in Principal is nonbinding and subject to the execution
and delivery of mutually acceptable definitive documentation.
The Agreement in Principle is set forth in the Term Sheet attached as
Exhibit 1 to this Schedule 13D. The foregoing summary of the Agreement in
Principle, as well as the other information contained in this report, is
qualified in its entirety by reference thereto. The press release
describing the Agreement in Principle is attached as Exhibit 2 to this
Schedule 13D and is also incorporated by reference.
Depending on market and other conditions (and subject to the Agreement
in Principle), LVMH may from time to time acquire additional Common Shares
if such Common Shares become available at prices that are attractive to it.
On the other hand, depending on market and other conditions, LVMH may from
time to time dispose of all or a portion of the Common Shares that it now
owns or may hereafter acquire.
Page 4 of 11
<PAGE>
Except as set forth above, LVMH has no plan or proposals which relate
to or would result in any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D."
Item 5. Interest in Securities of the Issuer.
Item 5(a)-(b) of the Schedule 13D is amended by replacing the words
"Sofidiv Inc." in the first line thereof with the words "LV Capital".
Item 5(c) of the Schedule 13D is amended by inserting the following
sentence at the end thereof:
"On September 27, 1999, LVMH caused its Common Shares to be
transferred from Sofidiv Inc., a wholly-owned subsidiary of LVMH Inc., to
LV Capital, another wholly-owned subsidiary of LVMH Inc."
Item 7. Exhibits.
Item 7 of the Schedule 13D is amended and restated in its entirety as
follows:
"Exhibit 1: Term Sheet dated as of September 27, 1999 among LV Capital,
Jean Madar and Philippe Benacin.
Exhibit 2: Press release dated September 28, 1999."
Page 5 of 11
<PAGE>
SIGNATURES
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.
September 28, 1999
------------------------------------
(Date)
/s/ Bernard Kuhn
------------------------------------
(Signature)
Bernard Kuhn, Director
------------------------------------
(Name/Title)
Page 6 of 11
<PAGE>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS
The names of the members of the boards of directors and Executive Officers
of LVMH, LV Capital, LVMH Inc., Sofidiv, FJG, Christian Dior and Financiere
Agache and their present principal occupations are set forth below. Unless
otherwise indicated, each individual is a citizen of the French Republic and the
business address of each person is the address of the respective company with
which such person is associated.
<TABLE>
1. LVMH MOET HENNESSY LOUIS
VUITTON S.A.
30, avenue Hoche
75008 Paris, France
Name and Position Held Principal Occupations
- ------------------------------------------------ -----------------------------------------------------
<S> <C>
Bernard Arnault Chairman and CEO of LVMH,
- Director; Chairman and CEO Chairman and CEO of Christian Dior S.A.
- Executive Committee member
Antoine Bernheim Partner of Lazard Freres & Cie
- - Director; Vice-Chairman 121, boulevard Haussmann, 75008 Paris
Jean Arnault Managing Director, Groupe Arnault S.A.
- - Director
Nicolas Bazire Managing Director, Groupe Arnault S.A.
- - Director
- - Executive Committee member, Development and
Acquisitions
Nicholas Clive Worms Partner of Worms & Cie
- - Director 55, rue de la Boetie, 75008 Paris
Michel Francois-Poncet Chairman of the Supervisory Board of Cie Financiere de
- - Director Paribas
3, rue d'Antin, 75002 Paris
Pierre Gode Chairman and CEO of Louis Vuitton
- - Director 54, avenue Montaigne, 75008 Paris
- - Executive Committee member, Administration Chairman and CEO of Financiere Agache
Cornelius van Hen Hoeven Chairman and CEO of Royal Ahold
- - Director Netherlands
Dutch citizen
Gilles Hennessy Member of the Executive Board of JA Hennessy & Co.
- - Director (France)
1, rue de la Richonne, 16101 Cognac Cedex
Jean Peyrelevade Chairman and CEO of Credit Lyonnais
- - Director 19, boulevard des Italiens, 75002 Paris
Page 7 of 11
<PAGE>
Albert Frere Chairman and CEO of Frere-Bourgeois
- - Director 12, rue de la Blanche
Belgian citizen Borne 6280 Loverval, Belgium
Jean-Marie Messier Chairman and CEO of Vivendi
- - Director 42, avenue de Friedland, 75008 Paris
Sir Charles David Powell Director of Matheson & Co. Ltd.
- - Director 3 Lombard Street, London EC3V 9AQ England
British citizen
Yves Carcelle Chairman and CEO of Louis Vuitton Malletier
- - Executive Committee member, Fashion, Travel
and Leather Goods
Patrick Choel CEO of LVMH Fragrances and Cosmetics
- - Executive Committee member, Fragrances and
Cosmetics
Pierre-Mathieu Duhamel Company Secretary of LVMH
- - Executive Committee member, Company
Secretary
Patrick Houel CFO of LVMH
- - Executive Committee member, Finance
Concetta Lanciaux Senior Vice President of LVMH, Human Resources
- - Executive Committee member, Human Resources
Pierre Letzelter Senior Vice President of LVMH, Selective Distribution
- - Executive Committee member, Selective
Distribution
Daniel Piette Chairman & CEO of LV Capital
- - Executive Committee member, LV Capital
Bernard Rolley Senior Vice President of LVMH, Operations
- - Executive Committee member, Operations
Myron Ullman Managing Director of LVMH
- - Executive Committee member, Group Managing
Director
- -U.S. citizen
Philippe Pascal Chairman & CEO of Moet Hennessy
- - Executive Committee member, Wines and Spirits
Page 8 of 11
<PAGE>
2. LV CAPITAL USA, INC.
Two Park Avenue, Suite 1830
New York, NY 10016, U.S.
Name and Position Held Principal Occupations
- ------------------------------------------------ -----------------------------------------------------
Daniel Piette Chairman & CEO of LV Capital S.A.
- - Director
Jean Cailliau Deputy General Manager of LV Capital S.A.
- - Director
Bruce G. Ingram Senior Vice President and CFO of LVMH Inc.
- -President
- -U.S. citizen
Louise Firestone Vice President, Legal Affairs, of LVMH Inc.
- -Secretary
- -U.S. citizen
Michael T. Folkman Vice President, Taxes, of LVMH Inc.
- -Vice President, Taxes
- -U.S. citizen
3. LVMH MOET HENNESSY LOUIS
VUITTON INC.
Two Park Avenue, Suite 1830
New York, NY 10016, U.S.
Name and Position Held Principal Occupations
- ------------------------------------------------ -----------------------------------------------------
Pierre Gode Chairman and CEO of Louis Vuitton
- - Director 54, avenue Montaigne, 75008 Paris
- - President Chairman and CEO of Financiere Agache
Patrick Houel CFO of LVMH
- - Director
Daniel Piette Executive Vice President of LVMH
- - Director
Bruce G. Ingram Senior Vice President and CFO of LVMH Inc.
- -Executive Officer
- -U.S. citizen
Louise Firestone Vice President, Legal Affairs, of LVMH Inc.
- -Secretary
- -U.S. citizen
Michael T. Folkman Vice President, Taxes, of LVMH Inc.
- -Executive Officer
- -U.S. citizen
Page 9 of 11
<PAGE>
4. SOFIDIV S.A.
30, avenue Hoche
75008 Paris, France
Name and Position Held Principal Occupations
- ------------------------------------------------ -----------------------------------------------------
Patrick Houel CFO of LVMH
- - Director; Chairman and CEO
Pierre Gode Chairman and CEO of Louis Vuitton
- - Director 54, avenue Montaigne, 75008 Paris
Chairman and CEO of Financiere Agache
Daniel Piette Chairman & CEO of LV Capital
- - Director
5. FINANCIERE JEAN GOUJON S.A.
11, rue Francois 1er
75008 Paris, France
Name and Position Held Principal Occupations
- ------------------------------------------------ -----------------------------------------------------
Pierre Gode Chairman and CEO of Louis Vuitton
- - Director; Chairman 54, avenue Montaigne, 75008 Paris
Chairman and CEO of Financiere Agache
Denis Dalibot Managing Director of Financiere Agache
- - Director
Michel Liagre General Counsel of Financiere Agache
- - Director
Christian Dior S.A., 30, avenue Montaigne, 75008 Paris
represented by Pierre Mathieu Duhamel
- - Director
Bernard Arnault Chairman and CEO of LVMH,
- - Director Chairman and CEO of Christian Dior S.A.
6. CHRISTIAN DIOR S.A.
30, avenue Montaigne
75008 Paris, France
Name and Position Held Principal Occupations
- ------------------------------------------------ -----------------------------------------------------
Bernard Arnault Chairman and CEO of LVMH,
- - Director; Chairman and CEO Chairman and CEO of Christian Dior S.A.
Eric Guerlain 42 Berquelay Square, London W1X SDB, England
- - Director; Vice-Chairman
Page 10 of 11
<PAGE>
France Participations et Gestion, 23 rue de l'Arcade, 75008 Paris
represented by Antoine Bernheim
- - Director
Christian de Labriffe Partner of Rothschild & Cie
- - Director 17, avenue Matignon, 75008 Paris
Financiere Agache 11, rue Francois 1er, 75008 Paris
represented by Pierre Gode
Raymond Wibaux Chairman of Financiere Joire Pajot Martin
- - Director 276, avenue de la Marne, 59700 Marcq-en-Baroeul
7. FINANCIERE AGACHE
11, rue Francois 1er
75008 Paris, France
Name and Position Held Principal Occupations
- ------------------------------------------------ -----------------------------------------------------
Pierre Gode Chairman and CEO of Louis Vuitton
- - Director; Chairman 54, avenue Montaigne, 75008 Paris
Denis Dalibot Managing Director of Financiere Agache
- - Director
Groupe Arnault S.A., 41, avenue Montaigne, 75008 Paris
represented by Bernard Arnault
- - Director
Jean Arnault Managing Director, Groupe Arnault S.A.
- - Director 30, avenue Hoche, 75008 Paris
France Participations et Gestion, 7-9, boulevard Haussmann, 75008 Paris
represented by Antoine Bernheim
- - Director
Montaigne Finance, 41, avenue Montaigne, 75008 Paris
represented by Pierre Mathieu Duhamel
- - Director
</TABLE>
Page 11 of 11
EXHIBIT 1
INTER PARFUMS
TERM SHEET
FOR DISCUSSION PURPOSES ONLY
1. Board Representation
The number of directors is to be increased from seven (7) to ten (10),
and two (2) seats on the Board of Directors of IP Delaware will be granted to LV
Capital.
2. Decisions by the Board
2.1 The Majority Shareholders will agree to vote, and to cause the Directors
to vote, for an amendment to IP Delaware's Certificate of Incorporation1 at the
next annual meeting of shareholders in July 2000, which will require the
following decisions regarding IP Delaware and its subsidiaries (including IP
France) to be taken by unanimous consent of the Board members.
2.1.1 No material change in the business of IP Delaware and its subsidiaries
from the fragrances and cosmetic business.
2.1.2 Decisions related to anti-dilution:
- Issuance of any shares below fair market value;
- borrowings aggregating in excess of an amount equal to the
consolidated stockholder equity as shown in its most recent
audited consolidated accounts of IP Delaware;
- the entry into an agreement with a Majority Shareholder or any
affiliate of a Majority Shareholder; [in addition, the
Majority Shareholder or any affiliate of a Majority
Shareholder cannot vote as a director on this type of
transaction, as Delaware law states that a majority of
distinterested directors must approve any such transaction for
it to be valid]
- ------------
1 The matters covered by this term sheet will be reflected in a
shareholders agreement between the Majority Shareholders and LV Capital, and the
Majority Shareholders will use their best efforts to cause IP Delaware and its
Board members to act in a manner consistent with the provisions of this Term
Sheet.
<PAGE>
- dividends if such represent more than 30% of the annual net
income of the company;
- direct or indirect sale of a controlling interest of, or the
business of IP France;
- merger or consolidation (i) if not for fair value; or (ii) with
company not engaged primarily in the fragrances and cosmetic
business;
- any amendment to the certificate of incorporation [in addition, this
requires majority consent of the shareholders] or by-laws.
2.2 The following actions are to be discussed by the Board of IP Delaware and
taken by a majority of the Board members:
- sale, transfer, pledge or other disposition of all or any material
portion of the assets (including the shares of any subsidiary);
- acquisition of shares, securities or assets of any company or entity
(except short term financial investments); creation of any company
or entity;
- the entry into, renewal or termination by the company into/of
any trademark license agreement (LV Capital [as well as any
director] may propose alternative solutions);
- the entry into any material agreement or material transaction which
is outside the ordinary course of business. [In some cases, this
requires majority consent of the shareholders].
2.3 LV Capital will receive monthly management reports, which are to contain
net sales, operating income and disclosure of any highlights for the preceding
month. In addition, LV Capital will be entitled to receive full quarterly
management reports, which the Board discusses and reviews. LV Capital will agree
to hold such information confidential and acknowledges its obligations under law
not to buy or sell securities of IP Delaware or IP France on the basis of
material non-public information.
2.4 Board meetings will be held at least once per quarter, one (1) in New York
City, one (1) in Paris, and two (2) by conference telephone each year.
3. Grants of Options and Preemptive Rights
2
<PAGE>
3.1 Stock Options
3.1.1 Plan for non-employee directors of IP Delaware is administered by a
committee consisting of 2 outside directors, Messrs. Jean Levy and Francois
Heilbronn; grants are automatically made on 1 February each year (options to
purchase 1,000 to all directors except Mr. Caccamo, who receives an option for
4,000 shares); in addition, when first elected or appointed to board, option for
2,000 shares is granted; and all exercise prices are at fair market value at
time of grant.
3.1.2 For all other option grants to employees and directors, the Majority
Shareholders will agree to cause the full board of directors to limit the grant
of options to 1.5% of the amount of outstanding shares of IP Delaware per annum
within which the option committee can grant options to purchase shares. In
addition, the Majority Shareholders will agree to cause the full board of
directors to limit the grant of options to 1.5% of the amount of outstanding
shares of IP France per annum.
3.2 Preemptive Right
The Majority Shareholders will agree, in return for LV Capital becoming
a strategic partner of IP Delaware, to cause the full board of directors to
grant a preemptive right to LV Capital2 to purchase shares of IP Delaware for
cash at fair market value upon issuance of shares to any party other than LV
Capital, subject to the following exceptions:
1. shares issued upon exercise of options outstanding as of date
agreement is signed;
2. shares issued upon exercise of options granted described in
paragraphs 3.1.1 and 3.1.2, above; and
3. the limitation in the standstill agreement with respect to the
number of shares to be owned by LV Capital. However, the limitation in the
standstill agreement with respect to the number of shares to be owned by LV
Capital will automatically be increased if any third party or group becomes the
beneficial owner of more shares than LV Capital, solely to the extent to permit
LV Capital to own 0.5% more than any third party or group. This limit, once
- ------------
2 Preemptive rights can only be granted in the Certificate of
Incorporation, and the Majority Shareholders will agree to vote, and to cause
the Directors to vote, for an amendment to IP Delaware's Certificate of
Incorporation at the next annual meeting of shareholders in July 2000.
3
<PAGE>
increased, will not be reduced even if the third party or group subsequently
reduces its ownership.
4. Right of First Offer
Each of the Majority Shareholders and LV Capital will inform the other
party of any intent to sell shares. The non-selling party can make a bid for the
shares within 10 business days or the right is waived for this transaction.
In case the selling party turns down the offer, it may not sell the
shares to a third party at a lower price than the highest bidder price.
If the selling party has not sold its shares in a 60-day period, it
must renew the hereabove procedure if it wants to sell shares.
However, this clause shall not apply in case of non-substantial sales,
i.e. which do not exceed in aggregate 1% of the outstanding share capital per
year.
5. Sale on Change of Control
If any of the Majority Shareholders sells shares to a third party,
which results in a change in control, then LV Capital shall have the right to
join in such sale for all of its shares.
6. Standstill Agreement
6.1 LV Capital will agree not to: seek to effect a change in control, by the
acquisition of shares, solicitation of proxies, change of directors, or in any
other manner, including but not limited to, sale of shares to a third party,
which would transfer control from the Majority Shareholders (except for a joint
sale with the Majority Shareholders as described in paragraph 5). However, LV
Capital will be permitted to acquire shares in the aggregate not to exceed 25%
of the outstanding shares, including right of first offer shares. However, this
limitation will automatically be increased if any third party or group becomes
the beneficial owner of more shares than LV Capital, solely to the extent to
permit LV Capital to own 0.5% more than any third party or group. This limit,
once increased, will not be reduced even if the third party or group
subsequently reduces its ownership.
6.2 If LV Capital breaches the standstill agreement, then LV Capital shall no
longer be entitled to have 2 of its nominees on the board of directors and the
preemptive rights shall lapse.
4
<PAGE>
7. Noncompetition
The Majority Shareholders agree not to compete with the company,
directly or indirectly, for the term of the Shareholders Agreement.
8. Term of the Shareholders' Agreement
The term will be for so long as LV Capital holds more than 5% of the
outstanding shares.
9. Purchase of Common Stock
Majority Shareholders and others (management and employees) will sell
to LV Capital shares of Common Stock of IP Delaware at $12.00 per share, so at
closing (on or before 30 November 1999) LV Capital and its affiliates will own
in the aggregate 20% of the number of outstanding shares of Common Stock of IP
Delaware.
10. Not an Agreement
This term sheet does not constitute an offer, or acceptance of the
terms of the other party, if a prior draft is deemed an offer. The foregoing is
merely an expression of intent and negotiation, and is subject to the execution
and delivery of a formal, written agreements acceptable to all parties. Further,
the terms as they finally appear in such formal, written agreements, shall be
construed and interpreted as they finally appear in such agreements, if and when
executed and delivered.
LV Capital
By: __________________ ___________________ __________________
Daniel Pierre, President Jean Madar Philippe Benacin
5
EXHIBIT 2
LV CAPITAL AGREES IN PRINCIPLE TO AN INCREASED EQUITY
POSITION IN INTER PARFUMS, INC. AT $12.00 PER SHARE
28 September, 1999
Inter Parfums, Inc. (NASDAQ National Market: IPAR) announced today that LV
Capital, a wholly-owned subsidiary of LVMH Moet Hennessy Louis Vuitton S.A.
(LVMH), and the two principal shareholders of Inter Parfums, Inc., Messrs. Jean
Madar and Philippe Benacin, have reached an agreement in principle for LV
Capital to increase its equity ownership in Inter Parfums, Inc. to 20% of the
outstanding shares at $12.00 per share, by purchasing outstanding shares,
including shares held by the principal shareholders and shares underlying
outstanding options. LVMH has previously filed a Schedule 13D which disclosed
that it had accumulated 6.3% of the outstanding shares of Inter Parfums, Inc.
The agreement in principle, which includes certain corporate governance issues
and a standstill agreement, is subject to the execution and delivery of formal,
written agreements, and routine closing conditions, including regulatory
compliance. Subject to the foregoing conditions, the closing is expected to
occur in early November 1999.
Commenting on the proposed agreement, Mr Jean Madar, Chairman of the Board and
Chief Executive Officer of Inter Parfums Inc. stated: "Having the world's
largest luxury goods group, LVMH, as our strategic partner, enhances the
business potential of Inter Parfums in the fragrance and cosmetic industry. The
contemplated agreements acknowledge that Inter Parfums has become a successful
player and competitor in the prestige fragrance industry, which has been
evidenced in large part by our success in the upscale fragrance market with
Burberry and ST Dupont, and our recent license of the British designer, Paul
Smith and the French couture designer Christian Lacroix."
Daniel Piette, President of LV Capital stated, "I am enthused by this agreement.
It represents the beginning of a strategic alliance with a company which is
particularly well suited to successfully launch, on a world-wide basis, niche
brands with strong personalities."
Inter Parfums, Inc. produces and distributes prestige brand name and licensed
fragrances and mass market consumer fragrances and cosmetics.
