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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. 2)*
FRENCH FRAGRANCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
357 658 103
(CUSIP Number)
Bedford Capital Corporation
Scotia Plaza, 40 King St. West
Ste. 4712, Toronto, ON, M5H 3Y2
Canada
Attn: E. Scott Beattie
(416) 366-6130
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
JULY 3, 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 14 PAGES.
<PAGE>
SCHEDULE 13D
CUSIP NO. 357 658 103 Page 2 of 14 Pages
------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEDFORD CAPITAL CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
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
CANADA
NUMBER OF 7 SOLE VOTING POWER
SHARES 5,190,042
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING ----
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,190,042
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
32.5%
14 TYPE OF REPORTING PERSON*
CO
*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>
SCHEDULE 13D
CUSIP NO. 357 658 103 Page 3 of 14 Pages
------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
BEDFORD CAPITAL FINANCIAL CORPORATION
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO, PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEMS 2(d) OR 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
LIBERIA
NUMBER OF 7 SOLE VOTING POWER
SHARES ----
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 938,747
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
938,747
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.9%
14 TYPE OF REPORTING PERSON*
CO, HC
*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>
SCHEDULE 13D
CUSIP NO. 357 658 103 Page 4 of 14 Pages
------------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RICHARD C.W. MAURAN
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
UNITED KINGDOM
NUMBER OF 7 SOLE VOTING POWER
SHARES ----
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,863,686
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,863,686
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.4%
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, as amended by Amendment No. 1 to Schedule 13D, dated May 28, 1996,
filed on behalf of Bedford Capital Financial Corporation, a Liberian
corporation ("BCFC"), Bedford Capital Corporation, a Canadian corporation which
is a wholly-owned subsidiary of BCFC ("Bedford"), and Richard C.W. Mauran.
Each of BCFC, Bedford and Mr. Mauran (collectively, the "Reporting
Entities") is a beneficial owner of at least 5 percent of the Common Stock, par
value $.01 per share ("Common Stock") of French Fragrances, Inc., a Florida
corporation (the "Company"), and is subject to the terms of the Bedford
Agreements (as defined in Item 6) which governs the voting and disposition
rights with respect to their respective shares of Common Stock. The Reporting
Entities may be deemed a group pursuant to Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Act").
Item 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the
Common Stock of 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 the Reporting Entities.
BCFC's principal business is fund management and merchant
banking activities in North America and Europe. Bedford's principal business
is providing financial advice and equity, through private pools of capital
(Bedford Funds I and II), to middle market companies. Mr. Mauran, a U.K.
citizen, is a private investor, Chairman and President of BCFC and a director
of the Company and of Bedford.
BCFC's principal business and office address is Charlotte House,
Second Floor, Shirley Street, P.O. Box N964, Nassau, Bahamas. Bedford's
principal business and office address is Scotia Plaza, 40 King Street West,
Suite 4712, Toronto, Ontario M5H 3Y2, Canada. Mr. Mauran's business address is
c/o Bedford Capital Corporation, Scotia Plaza, 40 King Street West, Suite 4712,
Toronto, Ontario M5H 3Y2, Canada.
The names, citizenship, business addresses and principal
occupations or employment of each of the executive officers and directors of
BCFC and Bedford are set forth in Annex A hereto, which is incorporated herein
by reference.
During the last five years, neither the Reporting Entities nor
any of the persons listed in Annex A hereto have been convicted in a criminal
proceeding. During the last five years, neither the Reporting Entities nor any
of the persons listed in Annex A hereto have been parties to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
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of such proceeding were or are 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.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The shares of Common Stock (the "Shares") to which this
statement relates include (i) shares of Common Stock issuable upon the exercise
of stock options that are exercisable within 60 days of the date hereof (the
"Options"), (ii) shares of Common Stock issuable upon the conversion of the
Company's Series B Convertible Preferred Stock, $.01 par value per share
("Series B Preferred"), (iii) shares of Common Stock issuable upon the
conversion of the Company's Series C Convertible Preferred Stock, $.01 par
value per share ("Series C Preferred") and (iv) in the case of Mr. Mauran and
certain other investors (as defined below), shares of Common Stock issuable
upon the conversion of the Company's 7.5% Subordinated Convertible Debentures
Due 2006 (the "7.5% Debentures"). The Common Stock, Options and Series B
Preferred to which this statement relates were acquired pursuant to the
merger (the "Merger") of a Florida corporation known as French Fragrances,
Inc. ("FFI"), of which Mr. Mauran, BCFC and the other investors in the
Bedford Funds (including companies affiliated with certain persons listed in
Annex A hereto), were shareholders, with and into Suave Shoe Corporation, a
Florida corporation ("Suave"). For purposes of this Schedule, investors in
the Bedford Funds (other than Mr. Mauran and BCFC) which were shareholders of
FFI at the time of the Merger, are hereinafter collectively referred to as
the "Investors." 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. Mauran,
BCFC and the Investors 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. Mauran and Messrs. J.W. Nevil Thomas and E. Scott Beattie (who
are listed in Annex A hereto) were converted into the Options in accordance
with the terms set forth in the Merger Agreement. Messrs. Mauran, Thomas and
Beattie are directors of the Company.
In addition, certain of the Reporting Entities have acquired
shares of the Company's Series C Preferred, which are immediately convertible
into shares of Common Stock on a one-for-one basis upon payment of a conversion
price of $5.50 per share. In exchange for three million dollars ($3,000,000) of
financing (the "Financing"), the Company issued three million dollars
($3,000,000) aggregate principal amount of 8% Secured Subordinated Debentures
Due 2005, Series II, and 571,429 shares of Series C Preferred to the investors
in Bedford Fund II. BCFC, directly, Mr. Mauran, directly and indirectly, and
Messrs. Thomas, Beattie and Armitage, indirectly, acquired shares of Series C
Preferred in connection with the Financing.
Mr. Mauran directly and Messrs. Beattie and Armitage, who are
officers and directors of Bedford, indirectly, have also 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.
6
<PAGE>
Item 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Shares (and the convertible
securities to which a portion of the Shares relate) were acquired in
connection with the Merger, the Financing and the Exchange Offer were
acquired for investment purposes.
Subject to certain first refusal rights provided in the Bedford
Agreements (as defined in Item 6) with respect to dispositions of Common
Stock, Series B Preferred or Series C Preferred, Mr. Mauran, BCFC or investors
in the Bedford Funds, as the case may be, may, from time to time, exercise the
Options, convert the Series B Preferred, Series C Preferred or 7.5% Debentures
or purchase additional shares of Common Stock, sell or otherwise dispose of
shares of Common Stock, Series B Preferred, Series C Preferred or 7.5%
Debentures, make or receive proposals and enter into negotiations with respect
to such transactions, or surrender such shares of Common Stock, Series B
Preferred, Series C Preferred, such 7.5% Debentures or such other securities
of the Company owned by Mr. Mauran, BCFC or the Investors in connection with
any merger, tender offer or other acquisition transaction involving the
Company. Such decisions will be based upon the prevailing price or offered
price of the Common Stock, the Series B Preferred, the Series C Preferred and
the 7.5% Debentures, 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 and except for the potential sale of up
to 267,000 shares of Common Stock by the Investors in connection with the
potential exercise of the over-allotment option held by the underwriters in
the Offering (as described in Item 5), neither the Reporting Entities nor any
of the persons listed in Annex A hereto has 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, Bedford, by virtue of Rule 13d-3 under
Act and by virtue of having the sole voting power over certain shares of
Common Stock pursuant to the Bedford Agreements (as defined in Item 6), may be
deemed to be the beneficial owner of 5,190,042 shares of Common Stock (the
"Bedford Shares") (approximately 32.5% of the outstanding Common Stock),
which includes 2,213,837 shares of Common Stock owned by BCFC, Mr. Mauran and
other Investors in Bedford Fund I, 2,388,162 shares of Common Stock issuable
upon the conversion of Series B Preferred owned by BCFC, affiliates of Mr.
Mauran and other Investors in Bedford Fund II, 571,429 shares of Common Stock
issuable upon the conversion of Series C Preferred owned by BCFC, Mr. Mauran
and other Investors in Bedford Fund II and 16,614 shares of Common Stock
issuable upon the exercise of Options held by Mr. Mauran. Bedford has no
dispositive power over any of the Bedford Shares.
As of the date hereof, BCFC, by virtue of Rule 13d-3 under the
Act, may be deemed to be the beneficial owner of 938,747 shares of Common Stock
(the "BCFC Shares") (approximately 6.9% of the outstanding Common Stock), which
7
<PAGE>
includes 417,801 shares of Common Stock owned by BCFC, 419,602 shares of Common
Stock issuable upon the conversion of Series B Preferred owned by BCFC and
101,344 shares of Common Stock issuable upon the conversion of Series C
Preferred owned by BCFC. Pursuant to the terms of the Bedford Agreements, BCFC
has no voting power over the BCFC Shares. BCFC has sole dispositive power over
the BCFC Shares, subject to the terms of the Bedford Agreements.
As of the date hereof, Mr. Mauran, by virtue of Rule 13d-3 under
the Act, may be deemed to be the beneficial owner of 1,863,686 shares of
Common Stock (the "Mauran Shares") (approximately 13.4% of the outstanding
Common Stock), which includes 893,446 shares of Common Stock owned directly by
Mr. Mauran, 111,413 shares of Common Stock owned by Devonshire Trust
("Devonshire"), a trust of which Mr. Mauran is a trustee, 110,680 shares of
Common Stock issuable upon the conversion of Series B Preferred owned by
Devonshire, 108,254 shares of Common Stock issuable upon the conversion of
Series C Preferred owned directly by Mr. Mauran, 23,264 shares of
Common Stock issuable upon the conversion of Series C Preferred owned by
Devonshire, 489,051 shares of Common Stock issuable upon the conversion of
Series B Preferred owned by Euro Credit Investments Limited ("Euro Credit"), a
company controlled by Mr. Mauran, 110,964 shares of Common Stock issuable upon
conversion of 7.5% Debentures held by Mr. Mauran and 16,614 shares of Common
Stock issuable upon the exercise of Options held by Mr. Mauran. Pursuant to the
terms of the Bedford Agreements, Mr. Mauran has no voting power over the
Mauran Shares. Mr. Mauran has dispositive power over the Mauran Shares, subject
to the terms of the Bedford Agreements.
As of the date hereof, J.W. Nevil Thomas, one of the persons
listed in Annex A hereto, by virtue of Rule 13d-3 under the Act, may be deemed
to be the beneficial owner of 101,302 shares of Common Stock (the "Thomas
Shares") (less than 1% of the outstanding Common Stock), which consists of
35,600 shares of Common Stock issuable upon the exercise of Options held by Mr.
Thomas, 54,019 shares of Common Stock issuable upon the conversion of Series B
Preferred owned by Nevcorp, Inc. ("Nevcorp"), a company controlled by Mr.
Thomas, and 11,682 shares of Common Stock issuable upon the conversion of
Series C Preferred owned by Nevcorp. Pursuant to the terms of the Bedford
Agreements, Mr. Thomas has sole voting power over 35,600 of the Thomas Shares.
Mr. Thomas has sole dispositive power over all of the Thomas Shares, subject to
the terms of the Bedford Agreements.
As of the date hereof, E. Scott Beattie, one of the persons
listed in Annex A hereto, by virtue of Rule 13d-3 under the Act, may be deemed
to be the beneficial owner of 202,591 shares of Common Stock (the "Beattie
Shares") (approximately 1.5% of the outstanding Common Stock), which includes
64,201 shares of Common Stock owned by E.S.B. Consultants, Inc. ("ESB"), a
company controlled by Mr. Beattie, 42,442 shares of Common Stock issuable upon
the conversion of Series B Preferred owned by ESB, 9,185 shares of Common Stock
issuable upon the conversion of Series C Preferred owned by ESB, 1,163 shares
of Common Stock issuable upon conversion of 7.5% Debentures held by ESB, and
85,600 shares of Common Stock issuable upon the exercise of Options held by Mr.
Beattie. Pursuant to the terms of the Bedford Agreements, Mr. Beattie has
voting power with respect to 85,600 of the Beattie Shares. Mr. Beattie has sole
dispositive power over all of the Beattie Shares, subject to the terms of the
Bedford Agreements.
As of the date hereof, J. Murray Armitage, one of the persons
listed in Annex A hereto, by virtue of Rule 13d-3 under the Act, may be deemed
to be the beneficial owner of 198,091 shares of Common Stock (the "Armitage
Shares") (approximately 1.5% of the outstanding Common Stock), which includes
128,889 shares of Common Stock owned by either Canmerge Consultants Limited
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<PAGE>
("Canmerge"), a company controlled by Mr. Armitage, or by Mr. Armitage, 54,019
shares of Common Stock issuable upon the conversion of Series B Preferred owned
by Canmerge, 11,682 shares of Common Stock issuable upon the conversion of
Series C Preferred owned by Canmerge and 3,461 shares of Common Stock issuable
upon conversion of 7.5% Debentures held by Canmerge. Pursuant to the terms of
the Bedford Agreements, Mr. Armitage has no voting power with respect to the
Armitage Shares. Mr. Armitage has sole dispositive power over all of the
Armitage Shares, subject to the Bedford Agreements.
As of the date hereof, the Reporting Entities, collectively, by
virtue of Rule 13d-3 under the Act, may be deemed to be the beneficial owners
of 5,301,006 shares of Common Stock (approximately 33.0% of the outstanding
Common Stock), which includes shares of Common Stock issuable upon the
conversion of Series B Preferred, Series C Preferred, 7.5% Debentures and
shares of Common Stock issuable upon the exercise of Options.
No investor in the Bedford Funds individually, other than the
Reporting Entities, by virtue of Rule 13d-3 under the Act, may be deemed to be
the beneficial owner of greater than 5% of the outstanding Common Stock.
In connection with a public offering (the "Offering") of 3,250,000
shares of Common Stock by the Company and 1,750,000 shares of Common Stock by
certain shareholders including the Investors, on July 3, 1996, the Investors
sold 1,250,000 shares of Common Stock at $5.55 per share (giving effect to the
underwriters' discount). None of the Reporting Entities sold shares of Common
Stock in the Offering. Canmerge sold 20,000 shares of Common Stock in the
Offering.
In connection with the Exchange Offer on July 22, 1996, the
Investors collectively acquired $2,730,000 principal amount of 7.5% Debentures
which are immediately convertible at $7.20 per share into 379,166 shares of
Common Stock (the "Debenture Shares"). Neither Bedford nor BCFC has beneficial
ownership of any of the Debenture Shares; however, Mr. Mauran beneficially
owns 110,964 of the Debenture Shares.
Except as set forth herein, neither the Reporting Entities nor
any of the persons listed in Annex A hereto have 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
On July 2, 1992, Bedford and certain shareholders, including,
among others, Mr. Mauran, BCFC, Devonshire, Canmerge, ESB and the other
investors in Bedford Fund I, entered into a shareholders agreement (the "Fund I
Agreement") whereby such shareholders granted to Bedford sole voting power with
respect to the shares of Common Stock held by such shareholders. The Fund I
Agreement contains restrictions on transfer and first refusal rights with
respect to the shares of Common Stock covered thereby.
On February 14, 1995, Bedford and certain owners of Series B
Preferred Stock of FFI consisting of Investors in Bedford Fund II, including
BCFC, Devonshire, Canmerge, Nevcorp, ESB and Euro Credit, entered into a
shareholders agreement (the "Fund II Agreement" and collectively with the
Fund I Agreement, the "Bedford Agreements"), whereby such owners granted to
Bedford sole voting power with respect to the shares of Common Stock issuable
upon conversion of the Series B Preferred owned by such owners. The Fund II
Agreement contains restrictions on transfer and first refusal rights with
respect to the shares of Series B Preferred and of Common Stock issuable upon
the conversion of the Series B Preferred covered thereby. On February 23, 1996,
the Fund II Agreement was amended (i) to grant to Bedford sole voting power
with respect to the shares of Common Stock issuable upon conversion of the
Series C Preferred owned by the investors in Bedford Fund II and (ii) to
extend the restrictions on transfer and first refusal rights to the shares
of Series C Preferred and the shares of Common Stock issuable upon the
conversion of the Series C Preferred.
Item 7. MATERIAL TO BE FILED AS EXHIBITS:
None.
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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 BEDFORD CAPITAL CORPORATION
By: *
----------------------------
E. Scott Beattie
Executive Vice President
By: */s/ OSCAR E. MARINA
----------------------------
Oscar E. Marina
Attorney-in-fact
10
<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 BEDFORD CAPITAL FINANCIAL
CORPORATION
By: *
---------------------------
Suzanne Black
Chief Financial Officer
By: * /s/ OSCAR E. MARINA
---------------------------
Oscar E. Marina
Attorney-in-fact
11
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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 -----------------------------
Richard C.W. Mauran*
By: * /s/ OSCAR E. MARINA
---------------------------
Oscar E. Marina
Attorney-in-fact
12
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<TABLE>
<CAPTION>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
BEDFORD CAPITAL CORPORATION
PRINCIPAL
OCCUPATION AND
NAME AND TITLE CITIZENSHIP BUSINESS ADDRESS (1)
- -------------- ----------- --------------------
<S> <C> <C>
Richard C.W. Mauran United Kingdom Private Investor
Director
J.W. Nevil Thomas Canada President of Nevcorp Inc.
Chairman, Co-Chief
Executive Officer
and Director
J.M Armitage Canada President of Canmerge Consultants Ltd.
President, Co-Chief
Executive Officer
and Director
E. Scott Beattie Canada President of E.S.B. Consultants, Inc.
Executive Vice-President
and Director
Peter Van der Velden Canada Bedford Capital Corporation
Vice-President
</TABLE>
- ---------------
(1) The business address of all persons is Scotia Plaza, 40 King Street
West, Suite 4712, Toronto, ON, Canada M5H 3Y2.
13
<PAGE>
<TABLE>
<CAPTION>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
BEDFORD CAPITAL FINANCIAL CORPORATION
PRINCIPAL OCCUPATION
NAME AND TITLE CITIZENSHIP AND BUSINESS ADDRESS (1)
- -------------- ----------- --------------------
<S> <C> <C>
Richard C.W. Mauran United Kingdom Private Investor
Chairman, Chief Executive
Officer, and President
J.W. Nevil Thomas Canada President of Nevcorp Inc.
Assistant Secretary
and Director
J.M Armitage Canada President of Canmerge Consultants Ltd.
Director
Lynn Holowesko Bahamas Partner
Secretary and Director Higgs & Kelly
Suzanne Janet Black Bahamas Managing Director
Treasurer, Chief Financial Black & Associates Limited
Officer and Director
Peter Schlesinger Canada Private Investor
Director
John Conway Stradwick, Jr. Canada Director of Gan Company of Canada Ltd.
Director
Sir John Montgomery England Financial Advisor and Investor
Cuninghame, Bart.
Director
</TABLE>
[FN]
- ----------------
(1) The business address of all persons other than Mr. Messrs. Mauran, Armitage
and Thomas is Charlotte House, 2nd Floor, Shirley Street, P.O. Box N964,
Nassau, Bahamas. The business address of Messrs. Mauran, Armitage and
Thomas is Scotia Plaza, 40 King Street West, Suite 4712, Toronto, ON,
Canada M5H 3Y2.
14
