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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. )*
FRENCH FRAGRANCES, INC.
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
357 658 103
(CUSIP Number)
Richard C.W. Mauran
c/o Bedford Capital Corporation
Scotia Plaza, 40 King St. West
Ste. 4712, Toronto, ON, M5H 3Y2 Canada
(416) 366-6130
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
MARCH 15, 1997
(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. [ ]
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).
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SCHEDULE 13D
CUSIP NO. 357 658 103
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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 SECURITIES AND EXCHANGE COMMISSION 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 1,871,992
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ---
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,871,992
PERSON 10 SHARED DISPOSITIVE POWER
WITH ----
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,871,992
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.3%
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
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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,
Amendment No. 2 to Schedule 13D dated July 3, 1996, and Amendment No. 3 to
Schedule 13D dated March 15, 1997, 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.
Mr. Mauran 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").
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 Mr. Mauran. Mr. Mauran, a U.K.
citizen, is a private investor, Chairman and President of BCFC and a
director of the Company and of Bedford. Mr. Mauran's business address is
c/o Bedford Capital Corporation, Scotia Plaza, 40 King Street West, Suite
4712, Toronto, Ontario M5H 3Y2, Canada.
During the last five years, Mr. Mauran has not been convicted in a
criminal proceeding. During the last five years, Mr. Mauran 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 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 Schedule
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"). The Common Stock, Options and
Series B Preferred to which this Schedule relates were acquired pursuant to
the merger in November 1995 (the "Merger") of a Florida corporation known
as French Fragrances, Inc. ("FFI"), of which Mr. Mauran and the Affiliated
Entities (as defined in Item 5) were shareholders, with and into the
Company (which was then known as Suave Shoe Corporation). Following the
Merger, Suave Shoe Corporation, 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 and
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the Affiliated Entities 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 were converted into the Options in accordance
with the terms set forth in the Merger Agreement.
In addition, in March 1996, Mr. Mauran and the Affiliated Entities
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 $5.25 per share. In exchange for $3,000,000 of
financing (the "Financing"), the Company issued $3,000,000 aggregate
principal amount of 8% Secured Subordinated Debentures Due 2005, Series II,
and 571,429 shares of Series C Preferred to certain investors (including
Mr. Mauran and the Affiliated Entities) acquired shares of Series C
Preferred in connection with the Financing.
In July 1996, Mr. Mauran 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 in exchange (the
"Exchange Offer") for the outstanding shares of Series A Preferred Stock,
$.01 par value, and outstanding principal amount of 12.5% Secured
Subordinated Debentures Due 2002 of the Company.
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 and were
acquired for investment purposes.
Mr. Mauran and the Affiliated Entities, 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
or the Affiliated Entities, 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.
Except with respect to the potential transfer of certain securities of
the Company by Mr. Mauran to certain of the Affiliated Entities, neither
Mr. Mauran nor the Affiliated Entities has any present intention to effect
any of the transactions enumerated in clauses (a) through (j) of Item 4 of
Schedule 13D.
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Item 5. INTEREST IN SECURITIES OF THE ISSUER
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 1,871,992 shares of Common
Stock (the "Mauran Shares") (approximately 13.3% of the outstanding
Common Stock), which includes 879,859 shares of Common Stock owned directly
by Mr. Mauran, 125,000 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 ("Eurocredit"),
a Company controlled by Mr. Mauran, 110,964 shares of Common Stock issuable
upon conversion of 7.5% Debentures held by Mr. Mauran and 24,920 shares of
Common Stock issuable upon the exercise of Options held by Mr. Mauran. Mr.
Mauran, Devonshire and Eurocredit, as the case may be, have sole voting and
dispositive power over the Mauran Shares. For purposes of this Schedule,
Devonshire and Eurocredit are collectively referred to as the "Affiliated
Entities."
Neither Mr. Mauran nor any of the Affiliated Entities 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
None.
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: March 25, 1997 -----------------------------
Richard C.W. Mauran*
By: * /s/ OSCAR E. MARINA
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Oscar E. Marina
Attorney-in-fact
