<PAGE>
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-------------------
FORM 10-K/A
(MARK ONE)
X ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
- ---
ACT OF 1934
FOR THE FISCAL YEAR ENDED: DECEMBER 31, 1996
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934
FOR THE TRANSITION PERIOD FROM ____________________ TO ____________________
COMMISSION FILE NUMBER 1-13714
COTY US INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 06-1342491
(State of other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
237 Park Avenue, New York, New York 10017
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (212) 850-2300
Securities registered pursuant to Section 12(b) OF THE ACT:
Name of each exchange
Title of each class on which registered
- -----------------------------------------------------------------------------
10 1/4% Senior Subordinated Notes Due 2005 New York Stock Exchange
- -----------------------------------------------------------------------------
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 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 ]
AS OF MARCH 21, 1997, THERE WERE 100 SHARES OF THE COMPANY'S COMMON STOCK
OUTSTANDING, ALL OF WHICH WERE HELD BY COTY INC. (FORMERLY BENCKISER COSMETICS
HOLDINGS, INC.), A SUBSIDIARY OF JOH. A. BENCKISER GMBH.
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
(a) List of documents filed as part of this Report:
(1) Consolidated Financial Statements and Independent Auditors'
Reports included herein: See Index on page F-1
(2) Financial Statement Schedule: See Index on page F-1
(3) Index to and List of Exhibits:
The exhibits which are filed with this report or which are
incorporated by reference are set forth in the exhibit index
hereto.
(b) Reports on Form 8-K:
(1) A report on Form 8-K was filed on June 4, 1996 reporting the
change in the Company's corporate name from Coty Inc. to
Coty US Inc.
1
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<TABLE>
<CAPTION>
INDEX TO EXHIBITS
Exhibit
Number Description Page
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<S> <C>
3.01 Amended and Restated Certificate of Incorporation of Coty US Inc.
dated December 14, 1994 (Incorporated by reference to Exhibit 3.01 to
the Company's Form S-1 Registration Statement No. 33-89774)..........
3.02 Bylaws of Coty US Inc. (Incorporated by reference to Exhibit 3.02 to
the Company's Form S-1 Registration Statement No. 33-89774)..........
3.03 Certificate of Amendment of the Amended and Restated Certificate of
Incorporation of Coty US Inc. dated May 22, 1996 (Incorporated by
reference to Exhibit 3.02 to the Company's Form 8-K dated May 30,
1996)................................................................
4.01 Indenture dated as of April 27, 1995 between Coty US Inc. and The
First National Bank of Boston, Trustee (Incorporated by reference to
Exhibit 4.01 to the Company's Form S-1 Registration Statement No.
33-89774)............................................................
4.02 Form of Note (Incorporated by reference to Exhibit 4.02 to the
Company's Form S-1 Registration Statement No. 33-89774)..............
10.01 License Agreement dated November 19, 1980 between John B. Stetson
Company and Pfizer Inc. (Incorporated by reference to Exhibit 10.01 to
the Company's Form S-1 Registration Statement No.33-89774)...........
10.02 First Amendment to License Agreement dated January 1, 1986 between
John B. Stetson Company and Pfizer Inc. (Incorporated by reference to
Exhibit 10.02 to the Company's Form S-1 Registration Statement No.
33-89774)............................................................
10.03 Second Amendment to License Agreement dated August 14, 1990 between
John B. Stetson Company and Pfizer Inc. (Incorporated by reference to
Exhibit 10.03 to the Company's Form S-1 Registration Statement No.
33-89774)...........................................................
10.04 Consent and Agreement dated May 1, 1992 between John B. Stetson
Company, Pfizer Inc., Joh. A. Benckiser GmbH, Coty US Inc. and
Benckiser Consumer Products Inc. (Incorporated by reference to Exhibit
10.04 to the Company's Form S-1 Registration Statement No. 33-89774)..
10.05 Credit Agreement dated as of December 21, 1994 between Coty US Inc.
and The First National Bank of Chicago, as Agent, and certain Lenders
named therein, as amended (Incorporated by reference to Exhibit 10.05
to the Company's Form S-1 Registration Statement No. 33-89774)......
10.06 Subsidiaries Guaranty dated as of December 21, 1994 among QHI Group
Holdings, Inc., Quintessence Incorporated and The First National Bank
of Chicago (Incorporated by reference to Exhibit 10.06 to the
Company's Form S-1 Registration Statement No. 33-89774)..............
10.07* Amended and Restated Incentive Savings Plan for Employees of
Benckiser Consumer Products Inc. dated November 24, 1993 (Incorporated
by reference to Exhibit 10.07 to the Company's Form S-1 Registration
Statement No. 33-89774)..............................................
2
<PAGE>
10.08 Sublease dated August 24, 1992 by and between Haythe & Curley, a New
York partnership and Coty US Inc. (Incorporated by reference to
Exhibit 10.08 to the Company's Form S-1 Registration Statement No.
33-89774)............................................................
10.09 Loan Agreement dated as of December 21, 1994 among Joh. A. Benckiser
GmbH and Coty US Inc., as amended (Incorporated by reference to
Exhibit 10.09 to the Company's Form S-1 Registration Statement No.
33-89774)............................................................
10.10 Master Intercompany Agreement dated as of October 15, 1994 among Coty
US Inc., Benckiser Consumer Products Inc. and Joh. A. Benckiser GmbH
(Incorporated by reference to Exhibit 10.10 to the Company's Form S-1
Registration Statement No. 33-89774).................................
10.11* Employment Agreement dated June 16, 1992 between Coty Inc., Benckiser
Consumer Products Inc. and Jerry L. Abernathy (Incorporated by
reference to Exhibit 10.11 to the Company's Form S-1 Registration
Statement No. 33-89774)..............................................
10.12* Employment Agreement dated June 16, 1992 between Coty Inc., Benckiser
Consumer Products Inc. and James N. McDougald (Incorporated by
reference to Exhibit 10.12 to the Company's Form S-1 Registration
Statement No. 33-89774)..............................................
10.13* Employment Agreement dated June 16, 1992 between Coty Inc., Benckiser
Consumer Products Inc. and Robert R. Clarke (Incorporated by reference
to Exhibit 10.13 to the Company's Form S-1 Registration Statement No.
33-89774)............................................................
10.14* Employment Agreement dated June 16, 1992 between Coty US Inc.,
Benckiser Consumer Products Inc. and Mary C. Manning (Incorporated by
reference to Exhibit 10.14 to the Company's Form S-1 Registration
Statement No. 33-89774)..............................................
10.15* Employment Agreement dated December 17, 1991 between Benckiser
Consumer Products Inc. and Victor E. Zast, as amended (Incorporated by
reference to Exhibit 10.15 to the Company's Form S-1 Registration
Statement No. 33-89774)..............................................
10.16 Lease Agreement dated October 29, 1982 between Jovan, Inc. (now known
as Quintessence Incorporated) and LaSalle National Bank, as Trustee
under Trust No. 100049 (Incorporated by reference to Exhibit 10.18 to
the Company's Form S-1 Registration Statement No. 33-89774)..........
10.17 First Amendment to Lease Agreement dated March 11, 1983 between
LaSalle National Bank, as Trustee under Trust No. 100049 and Jovan,
Inc. (Incorporated by reference to Exhibit 10.19 to the Company's Form
S-1 Registration Statement No. 33-89774).............................
10.18 Second Amendment to Lease Agreement dated March 16, 1984 between
LaSalle National Bank, as Trustee under Trust No. 100049 and Beecham
Cosmetics Inc. (now known as Quintessence Incorporated) (Incorporated
by reference to Exhibit 10.20 to the Company's Form S-1 Registration
Statement No. 33-89774)..............................................
3
<PAGE>
10.19 Third Amendment to Lease Agreement dated September 27, 1988 between
LaSalle National Bank, as Trustee under Trust No. 100049 and
Quintessence Incorporated (formerly known as Jovan, Inc.)
(Incorporated by reference to Exhibit 10.21 to the Company's Form S-1
Registration Statement No. 33-89774).................................
10.20* The Pension Plan for Employees of Benckiser Consumer Products Inc.
dated July 1, 1987, as amended (Incorporated by reference to Exhibit
10.22 to the Company's Form S-1 Registration Statement No. 33-89774).
10.21 Equity Contribution Agreement between Coty US Inc. and Joh. A.
Benckiser GmbH (Incorporated by reference to Exhibit 10.23 to the
Company's Form S-1 Registration Statement No. 33-89774)..............
10.22 Indemnification Agreement dated October 15, 1994 between Joh. A.
Benckiser GmbH and Jean-Andre Rougeot (Incorporated by reference to
Exhibit 10.24 to the Company's Form S-1 Registration Statement No.
33-89774)............................................................
10.23 Indemnification Agreement dated October 15, 1994 between Joh. A.
Benckiser GmbH and Dr. Peter Harf (Incorporated by reference to
Exhibit 10.26 to the Company's Form S-1 Registration Statement No.
33-89774)............................................................
10.24 Coty Inc. and Subsidiaries Tax Sharing Agreement dated as of March 1,
1995 by and among Coty Inc., Lancaster Group (USA) Inc., Coty US Inc.,
and any other direct domestic subsidiaries of Coty Inc. (Incorporated
by reference to Exhibit 10.27 to the Company's Form S-1 Registration
Statement No. 33-89774)..............................................
10.25 Option Agreement between Joh. A. Benckiser GmbH and Coty Inc.
(Incorporated by reference to Exhibit 10.28 of the Company's Form 10-K
for the fiscal year ended December 31, 1995).........................
10.26 First Amendment to Sublease Agreement dated August 24, 1992 by and
between Haythe & Curley, a New York Partnership and Coty US Inc.
10.27* Employment Agreement dated March 1, 1997 between Coty US Inc. and
Jerry L. Abernathy.................................................
21.01 Subsidiaries of Coty US Inc. (Incorporated by reference to Exhibit
21.01 of the Company's Form 10-K for the fiscal year ended December
31, 1995)............................................................
27.01 Financial Data Schedule
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* Indicates a management contract or compensatory plan or arrangement.
4
<PAGE>
SIGNATURES
Dated: May 6, 1997
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.
COTY US INC.
------------
(Registrant)
By: /s/Jean-Andre Rougeot By: /s/Daniel J. Finnegan
------------------------------- ----------------------------------
Jean-Andre Rougeot Daniel J. Finnegan
President Vice President, Finance
(Principal Executive Officer) (Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of the registrant
on May 6, 1997 and in the capacities indicated.
SIGNATURES TITLE
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/s/Jerry L. Abernathy
- -----------------------------
(Jerry L. Abernathy) Chairman
/s/Dr. Peter Harf
- -----------------------------
(Dr. Peter Harf) Director
/s/Jean-Andre Rougeot
- -----------------------------
(Jean-Andre Rougeot) Director
/s/Ashok N. Bakhru
- -----------------------------
(Ashok N. Bakhru) Director
5
</TABLE>
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE
CONSOLIDATED BALANCE SHEET AS OF DECEMBER 31, 1996; STATEMENT OF INCOME AND
STATEMENT OF CASH FLOWS FOR THE YEAR ENDED DECEMBER 31, 1996 AND IS QUALIFIED IN
ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 7,199
<SECURITIES> 0
<RECEIVABLES> 93,342
<ALLOWANCES> 5,270
<INVENTORY> 53,563
<CURRENT-ASSETS> 195,755
<PP&E> 40,372
<DEPRECIATION> 15,406
<TOTAL-ASSETS> 548,079
<CURRENT-LIABILITIES> 201,764
<BONDS> 131,535
0
90,470
<COMMON> 0
<OTHER-SE> 76,184
<TOTAL-LIABILITY-AND-EQUITY> 548,079
<SALES> 440,699
<TOTAL-REVENUES> 440,699
<CGS> 153,072
<TOTAL-COSTS> 153,072
<OTHER-EXPENSES> 242,681
<LOSS-PROVISION> 1,980
<INTEREST-EXPENSE> 22,434
<INCOME-PRETAX> 20,532
<INCOME-TAX> 12,430
<INCOME-CONTINUING> 8,102
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 8,102
<EPS-PRIMARY> 0
<EPS-DILUTED> 0
</TABLE>
