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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)*
French Fragrances, Inc.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
357 658 103
(CUSIP Number)
Fred Berens
Prudential Securities, Inc.
200 South Biscayne Boulevard, 32nd Floor
Miami, Florida 33131
(305) 372-7000
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
July 22, 1996
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]
Check the following box if a fee is being paid with the statement [ ]. (A fee
is not required only if the reporting person: (1) has a previous statement on
file reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.
See Rule 13d-7).
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) for other parties to whom copies are to
be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
THIS DOCUMENT CONSISTS OF 6 PAGES.
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SCHEDULE 13D
CUSIP No. 357 658 103 Page 2 of 6 Pages
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1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
FRED BERENS
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF, OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 804,447
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 804,447
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
804,447
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.1%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION
<PAGE>
Reference is made to the Statement on Schedule 13D, dated April 16,
1996, filed on behalf of Fred Berens (the "Statement").
Item 1. Security and Issuer
The class of securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock"), of French
Fragrances, Inc. (formerly Suave Shoe Corporation), a Florida corporation (the
"Company"). The Company's executive offices are located at 14100 N.W. 60th
Avenue, Miami Lakes, Florida 33014.
Item 2. Identity and Background
This statement is filed on behalf of Fred Berens whose business
address is Prudential Securities, Inc., 32nd Floor, 200 South Biscayne
Boulevard, Miami, Florida 33131. Mr. Berens is currently Senior Vice
President - Investments of Prudential Securities, Inc.
During the last five years, Mr. Berens has not been convicted in a
criminal proceeding. During the last five years, Mr. Berens has not 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 violations with respect to such laws.
Mr. Berens is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration
The shares of Common Stock (the "Shares") to which this statement
relates include shares of Common Stock issuable upon the exercise of stock
options that are exercisable within 60 days of the date hereof (the "Options")
and shares of Common Stock issuable upon the conversion of the Company's 7.5%
Subordinated Convertible Debentures Due 2006 (the "7.5% Debentures"). Mr.
Berens acquired the Common Stock and the Options pursuant to the merger (the
"Merger") of a Florida corporation known as French Fragrances, Inc. ("FFI"), of
which Mr. Berens was a shareholder, with and into Suave Shoe Corporation, a
Florida corporation ("Suave"). Following the Merger, Suave, as the surviving
corporation, changed its corporate name to French Fragrances, Inc. Upon the
effectiveness of the Merger, all of the shares of capital stock of FFI owned by
Mr. Berens were converted into shares of the equivalent capital stock of the
Company in accordance with the terms of the Agreement and Plan of Merger, dated
as of May 19, 1995, between Suave and FFI (the "Merger Agreement"). In
addition, certain options to purchase common stock of FFI held by Mr. Berens
were converted into options to purchase shares of Common Stock in accordance
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with the terms set forth in the Merger Agreement.
Mr. Berens acquired 7.5% Debentures, which are immediately
convertible into the number of shares of Common Stock corresponding to the
principal amount of 7.5% Debentures being converted divided by $7.20. The
7.5% Debentures were issued on July 22, 1996, in exchange (the "Exchange
Offer") for the outstanding shares of Series A Preferred Stock, $.01 Par
value, and outstanding 12.5% Secured Subordinated Debentures Due 2002 of
the Company.
Item 4. Purpose of Transaction
As described in Item 3 above, the Shares were acquired by Mr.
Berens in connection with the Merger and the Exchange Offer. Mr. Berens
acquired shares of capital stock of FFI and consequently, the Shares and the
convertible securities to which a portion of the Shares relate, for
investment purposes. Mr. Berens may, from time to time, exercise the Options,
convert the 7.5% Debentures or purchase additional shares of Common Stock,
sell or otherwise dispose of shares of Common Stock or 7.5% Debentures, make
or receive proposals and enter into negotiations with respect to such
transactions, or surrender such shares of Common Stock or 7.5% Debentures or
such other securities of the Company owned by Mr. Berens in connection with
any merger, tender offer or other acquisition transaction involving the
Company. Such decisions will be based upon the prevailing price of the
Shares, the value of the consideration being offered in any merger, tender
offer or other acquisition transaction involving the securities of the Company
and other relevant factors.
Subject to the foregoing, Mr. Berens does not have any present
intention to effect any of the transactions enumerated in clauses (a) through
(j) of Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer
As of the date hereof, Mr. Berens, by virtue of Rule 13d-3 under
the Securities Exchange Act of 1934 (the "Act"), may be deemed to be the
beneficial owner of 804,447 shares of Common Stock (approximately 6.1% of the
Common Stock outstanding at July 22, 1996), which includes 712,000 shares of
Common Stock owned directly by Mr. Berens, 16,618 shares of Common Stock
issuable upon the exercise of Options held by Mr. Berens and 75,833 shares of
Common Stock issuable upon conversion of 7.5% Debentures. Mr. Berens has sole
voting and dispositive power over the 804,447 shares of Common Stock owned by
him.
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<PAGE>
In connection with the Exchange Offer on July 22, 1996, Mr. Berens
acquired $546,000 principal amount of 7.5% Debentures which are immediately
convertible at $7.20 per share into 75,833 shares of Common Stock.
Except as set forth herein, Mr. Berens has not effected any
transactions in the Company's Common Stock during the past 60 days.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Mr. Berens previously executed a Power of Attorney, dated July 2,
1992, appointing Mr. Rafael Kravec as his attorney in fact to vote his shares
of FFI common stock. On November 30, 1995, Mr. Berens extended the Power of
Attorney to cover the Common Stock owned by him. This Power of Attorney
terminated on April 16, 1996.
Item 7. Material to be Filed as Exhibits:
None.
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<PAGE>
SIGNATURE
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.
Dated: July 23, 1996 _____________________
Fred Berens*
By: * /s/ OSCAR E. MARINA
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Oscar E. Marina
Attorney-in-Fact
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