=============================================================================
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)
Rafael Kravec
c/o French Fragrances, Inc.
14100 N.W. 60th Avenue
Miami Lakes, Florida
(305) 620-9090
(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 7 pages.
<PAGE>
SCHEDULE 13D
CUSIP No. 357 658 103 Page 2 of 7 Pages
-----------
1 NAME OF REPORT PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
RAFAEL KRAVEC
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 2,704,733
BENEFICIALLY 8 SHARED VOTING PWOER
OWNED BY ----
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 2,752,151
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,704,733
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
20.5%
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 (the "Statement"), filed on behalf of Rafael Kravec.
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 Rafael Kravec whose business
address is 14100 N.W. 60th Avenue, Miami Lakes, Florida 33014. Mr. Kravec is
currently President, Chief Executive Officer and director of the Company.
During the last five years, Mr. Kravec has not been convicted in a
criminal proceeding. During the last five years, Mr. Kravec 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. Kravec 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 (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) shares of Common Stock issuable
upon the conversion of the Company's 7.5% Subordinated Convertible Debentures
Due 2006 (the "7.5% Debentures"). Mr. Kravec acquired the Common Stock, the
Options and the Series B Preferred pursuant to the merger (the "Merger") of a
Florida corporation known as French Fragrances, Inc. ("FFI"), of which Mr.
Kravec and National Trading Manufacturing, Inc, a corporation controlled by Mr.
Kravec ("National Trading"), were shareholders, 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. Kravec and National Trading 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. Kravec were converted into options to purchase shares
3
<PAGE>
of Common Stock in accordance with the terms set forth in the Merger
Agreement. Mr. Kravec, through National Trading, indirectly acquired the
Series C Preferred as an investor in Bedford Fund II. 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. Mr. Kravec, through
National Trading, acquired 8,835 shares of Series C Preferred in the
Financing.
Mr. Kravec directly, and indirectly through National Trading, 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.
Item 4. PURPOSE OF TRANSACTION
As described in Item 3 above, the Shares were acquired by Mr.
Kravec and National Trading in connection with the Merger, the Financing and
the Exchange Offer. Mr. Kravec and National Trading, as the case may be,
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. Subject to certain first refusal rights contained in the
Bedford Agreement (as defined in Item 6) with respect to dispositions of Series
B Preferred or Series C Preferred, Mr. Kravec 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 or Series C Preferred, such 7.5% Debentures or such other
securities of the Company owned by Mr. Kravec 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 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, Mr. Kravec does not have any present
intention to effect any of the transactions enumerated in clauses (a)
through (j) of Item 4 of Schedule 13D.
4
<PAGE>
Item 5. INTEREST IN SECURITIES OF THE ISSUER
As of the date hereof, Mr. Kravec, by virtue of Rule 13d-3 under
the Securities Exchange Act of 1934 (the "Act"), may be deemed to be the
beneficial owner of 2,752,151 shares of Common Stock (the "Kravec Shares")
(approximately 20.5% of the outstanding Common Stock at July 23, 1996),
which includes 2,348,000 shares of Common Stock owned directly by Mr.
Kravec, 38,583 shares of Common Stock issuable upon the conversion of
Series B Preferred owned by National Trading, 8,835 shares of Common Stock
issuable upon the conversion of Series C Preferred owned by National Trading
as to which Mr. Kravec has sole dispositive power, but no voting power with
respect to the shares of Common Stock issuable upon conversion of such shares
of Series B Preferred and Series C Preferred, 53,400 shares of Common Stock
issuable upon the exercise of Options held by Mr. Kravec as to which
Mr. Kravec has sole voting and investment power and 303,333 shares of Common
Stock issuable upon conversion of 7.5% Debentures held by Mr. Kravec and
National Trading. Pursuant to the terms of the Bedford Agreement (as defined
in Item 6 of the Statement), Mr. Kravec has sole voting power over 2,704,733
of the Kravec Shares. Mr. Kravec has sole dispositive power over all of the
Kravec Shares, subject to the terms of the Bedford Agreement.
In connection with a public offering of 3,250,000 shares of Common
Stock by the Company and 1,750,000 shares of Common Stock by certain
shareholders including Mr. Kravec, on July 3, 1996, Mr. Kravec sold 500,000
shares of Common Stock at $5.55 per share (giving effect to the underwriters'
discount).
On June 28, 1996, Mr. Kravec granted to E. Scott Beattie, a
director of the Company, a 10-year option to purchase up to 125,000 shares of
Common Stock at $4.75 per share, first exercisable on June 28, 1998.
In connection with the Exchange Offer, Mr. Kravec and National
Trading collectively acquired $2,184,000 principal amount of 7.5% Debentures
which are immediately convertible at $7.20 per share into 303,333 shares of
Common Stock.
Except as set forth herein, Mr. Kravec 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
On February 14, 1995, Bedford Capital Corporation ("Bedford") and
certain investors in Bedford Fund II who were owners of Series B Preferred
Stock of FFI, including National Trading, entered into a shareholders
agreement (the "Bedford Agreement"), whereby such investors 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 Bedford
Agreement contains restrictions on transfer and first refusal rights with
respect to the shares of Series B Preferred and of Common Stock issuable upon
5
<PAGE>
the conversion of the Series B Preferred covered thereby. On February 23,
1996, the Bedford Agreement was amended 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.
Item 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit A: Agreement Among Bedford Investors, dated February 14,
1995, among Bedford and the other shareholder parties
thereto, as amended (previously filed with the
Statement).
6
<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 /s/ RAFAEL KRAVEC
------------- -----------------------
Rafael Kravec
7
