<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)*
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
Attention: E. Scott Beattie
(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
------------
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 SECURITIES AND EXCHANGE COMMISSION 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 ---
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
---
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
---
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>
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SCHEDULE 13D
CUSIP NO. 357 658 103
------------
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 SECURITIES AND EXCHANGE COMMISSION 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 713,251
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY ---
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 713,251
PERSON 10 SHARED DISPOSITIVE POWER
WITH ---
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
713,251
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.3%
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>
<PAGE>
SCHEDULE 13D
CUSIP NO. 357 658 103
------------
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
<PAGE>
<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 and
Amendment No. 2 to Schedule 13D dated July 3, 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") was 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 was subject to the terms
of the Bedford Agreements (as defined in Item 6) which used to govern the
voting and disposition rights with respect to their respective shares of
Common Stock. The Reporting Entities were deemed a group pursuant to
Section 13(d) of the Securities Exchange Act of 1934, as amended (the
"Act"). Effective March 15, 1997, the Bedford Agreements (as defined in
Item 6) were terminated resulting in the following: (i) Bedford no longer
has any voting rights or beneficial ownership as to any of the shares of
Common Stock owned by any of the investors in the Bedford Funds (as defined
in Item 2), including BCFC and Mr. Mauran, and is no longer a Schedule 13D
filer; (ii) the investors in the Bedford Funds can vote and dispose of
their shares of Common Stock without the consent of any person or other
contractual restrictions; (iii) BCFC and Mr. Mauran no longer constitute a
group pursuant to Section 13(d) of the Act; and (iv) BCFC and Mr. Mauran
will each file separate Schedule 13D with respect to their ownership
interests in the Common Stock.
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, collectively, the "Bedford Funds"), 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.
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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 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) in the case of Mr. Mauran
and certain other investors in the Bedford Funds, 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 in November 1995 (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
the Company (which was then known as Suave Shoe Corporation). 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 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, 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, in March 1996, certain of the Reporting 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 the investors in Bedford Fund
II. BCFC, directly, Mr. Mauran, directly and indirectly, and Messrs.
Thomas, Beattie and Murray Armitage, who are officers and directors of
Bedford, indirectly, acquired shares of Series C Preferred in connection
with the Financing.
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In July 1996, Mr. Mauran directly and Messrs. Beattie and Armitage
indirectly, 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.
As discussed above, the termination of the Bedford Agreements, among
other things, permits the investors in the Bedford Funds, including Mr.
Mauran and BCFC, to have the right to vote and dispose of their shares
without contractual restriction. Mr. Mauran, BCFC or the other Investors,
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 other 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.
Except with respect to the potential transfer of certain securities of
the Company by Mr. Mauran to entities controlled by him, neither BCFC, Mr.
Mauran 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 a result of the termination of the Bedford Agreements, as of the
date hereof, Bedford, is no longer the beneficial owner of any shares.
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In February 1997, BCFC gifted an aggregate 25,172 shares of Series B
Preferred and 46,272 shares of Series C Preferred to K&K Trust and Wilshire
Trust, two trusts which are organized outside of the United States. As of
the date hereof, BCFC, by virtue of Rule 13d-3 under the Act, may be deemed
to be the beneficial owner of 713,251 shares of Common Stock (the "BCFC
Shares") (approximately 5.3% of the outstanding Common Stock), which
includes 417,801 shares of Common Stock owned by BCFC, 240,378 shares of
Common Stock issuable upon the conversion of Series B Preferred owned by
BCFC and 55,072 shares of Common Stock issuable upon the conversion of
Series C Preferred owned by BCFC. BCFC has sole voting and dispositive
power over the BCFC shares.
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.
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 119,101 shares of Common Stock (the "Thomas
Shares") (less than 1% of the outstanding Common Stock), which consists of
53,400 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. Mr. Thomas has sole
voting and dispositive power over the Thomas Shares.
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 251,225 shares of Common Stock (the "Beattie
Shares") (approximately 1.9% 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 134,234 shares of Common Stock issuable upon
the exercise of Options held by Mr. Beattie. Mr. Beattie has sole voting
and dispositive power with respect to the Beattie Shares.
<PAGE>
<PAGE
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 203,051 shares of Common Stock (the "Armitage
Shares") (approximately 1.5% of the outstanding Common Stock), which
includes 17,000 shares of Common Stock owned by Mr. Armitage, 116,889
shares of Common Stock owned by Canmerge Consultants Limited ("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. Mr. Armitage
has sole voting and dispositive power with respect to the Armitage Shares.
To the knowledge of the Reporting Entities, no investor in the Bedford
Funds other than BCFC and Mr. Mauran, 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.
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.
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Effective March 15, 1997, the Bedford Agreements were terminated.
There are currently no restrictions as to the voting or disposition of any
of the securities of the Company held by any of the Reporting Persons.
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: March 25, 1997 BEDFORD CAPITAL CORPORATION
By: *
----------------------------
E. Scott Beattie
Executive Vice President
By: */s/ OSCAR E. MARINA
----------------------------
Oscar E. Marina
Attorney-in-fact
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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: March 25, 1997 BEDFORD CAPITAL FINANCIAL
CORPORATION
By: *
---------------------------
Suzanne Black
Chief Financial Officer
By: * /s/ OSCAR E. MARINA
---------------------------
Oscar E. Marina
Attorney-in-fact
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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: March 25, 1997 -----------------------------
Richard C.W. Mauran*
By: * /s/ OSCAR E. MARINA
---------------------------
Oscar E. Marina
Attorney-in-fact
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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
Chairman, Co-Chief Inc.
Executive Officer
and Director
J.M Armitage Canada President of Canmerge
President, Co-Chief Consultants Ltd.
Executive Officer
and Director
E. Scott Beattie Canada President of E.S.B.
Executive Vice-President Consultants, Inc.
and Director
Peter Van der Velden Canada
Vice-President
---------------
<FN>
<F1>
(1) The business address of all persons is Scotia Plaza, 40 King Street
West, Suite 4712, Toronto, ON, Canada M5H 3Y2.
</FN>
</TABLE>
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<TABLE>
<CAPTION>
ANNEX A
EXECUTIVE OFFICERS AND DIRECTORS OF
BEDFORD CAPITAL FINANCIAL CORPORATION
PRINCIPAL
OCCUPATION AND
NAME AND TITLE CITIZENSHIP 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
Assistant Secretary Inc.
and Director
J.M. Armitage Canada President of Canmerge
Director Consultants Ltd.
Lynn Holowesko Bahamas Partner, Higgs & Kelly
Secretary and Director
Suzanne Janet Black Bahamas Managing Director,
Treasurer, Chief Financial Black & Associates Ltd.
Officer and Director
Peter Schlesinger Canada Private Investor
Director
John Conway Stradwick, Jr. Canada Director of The GAN
Director Company of Canada Ltd.
Sir John Montgomery England Financial Advisor and
Director Investor
----------------
<FN>
<F1>
(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.
</FN>
</TABLE>
