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)
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)
MAY 15, 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 6,440,043
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
6,440,043
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
50.6%
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)
9.2%
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 1,752,722
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,752,722
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
16.8%
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 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
of such
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<PAGE>
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") and (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"). The 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.
Item 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Shares were acquired in
connection with the Merger and the Financing and 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 or Series C Preferred or purchase
additional
6
<PAGE>
shares of Common Stock, sell or otherwise dispose of shares of Common Stock,
Series B Preferred or Series C Preferred, make or receive proposals and enter
into negotiations with respect to such transactions, or surrender such shares of
Common Stock, Series B Preferred or Series C Preferred 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 and the Series C Preferred, 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
a limited amount shares of Common Stock by Mr. Armitage (through Canmerge (as
defined in Item 5)) in connection with a public offering of Common Stock by the
Company (not including the pro rata share of the over-allotment option held by
the underwriters), 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 6,440,043 shares of Common Stock (the "Bedford
Shares") (approximately 50.6% of the outstanding Common Stock), which includes
3,398,583 shares of Common Stock owned by BCFC, Mr. Mauran and other Investors
in Bedford Fund I, 2,453,417 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, affiliates of 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 9.2% of the outstanding Common Stock), which
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 1,752,722 shares of
Common Stock (the "Mauran Shares") (approximately 16.8% 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
7
<PAGE>
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, 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") (approximately 1.0% 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 201,428 shares of Common Stock (the "Beattie
Shares") (approximately 2.0% 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, 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 202,590 shares of Common Stock (the "Armitage
Shares") (approximately 2.1% of the outstanding Common Stock), which includes
136,889 shares of Common Stock owned by Canmerge Consultants Limited
("Canmerge"), a company controlled by Mr. Armitage, 54,019 shares of Common
Stock issuable upon the conversion of Series B Preferred owned by Canmerge, and
11,682 shares of Common Stock issuable upon the conversion of Series C Preferred
owned 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.
8
<PAGE>
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 6,640,043 shares of Common Stock (approximately 50.6% of the outstanding
Common Stock), which includes shares of Common Stock issuable upon the
conversion of Series B Preferred and Series C Preferred 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.
On May 15, 1996, two Investors sold an aggregate of 200,000
shares of Common Stock (including 38,583 shares of Common Stock issued upon
conversion of Series B Preferred) at $6.50 per share through a brokers'
transaction. This transaction reduced the beneficial ownership of Bedford by
200,000 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.
9
<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:May 28, 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: May 28, 1996 BEDFORD CAPITAL FINANCIAL
CORPORATION
By: *
---------------------------
Suzanne Black
Chief Financial Officer
By: * /s/ OSCAR E. MARINA
---------------------------
Oscar E. Marina
Attorney-in-fact
11
<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: May 28, 1996 -----------------------------
Richard C.W. Mauran*
By: * /s/ OSCAR E. MARINA
---------------------------
Oscar E. Marina
Attorney-in-fact
12
<PAGE>
<TABLE>
<CAPTION>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
BEDFORD CAPITAL CORPORATION
PRINCIPAL OCCUPATION
NAME AND TITLE CITIZENSHIP AND 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>
- ----------------
(1) The business address of all persons other than Mr. Messrs. Mauran and
Thomas is Charlotte House, 2nd Floor, Shirley Street, P.O. Box N964,
Nassau, Bahamas. The business address of Messrs. Mauran and Thomas is
Scotia Plaza, 40 King Street West, Suite 4712, Toronto, ON, Canada M5H 3Y2.
14
