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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)
Bedford Capital Financial Corporation
Charlotte House, 2nd Floor Shirley Street
P.O. Box N964 Nassau, Bahamas
Attention: Suzanne Black
(242) 356-2446
(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
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
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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.
BCFC 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").
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 BCFC. BCFC's principal business
is fund management and merchant banking activities in North America and
Europe. BCFC's principal business and office address is Charlotte House,
Second Floor, Shirley Street, P.O. Box N964, Nassau, Bahamas.
The names, citizenship, business addresses and principal occupations
or employment of each of the executive officers and directors of BCFC is
set forth in Annex A hereto, which is incorporated herein by reference.
During the last five years, neither BCFC nor any of the persons listed
in Annex A hereto have been convicted in a criminal proceeding. During the
last five years, neither BCFC 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 for BCFC include (i) 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 (ii) 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
shares of Common Stock to which this Schedule relates in the case of
certain directors and officers of BCFC also 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"), and (ii) 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 were acquired pursuant to the
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merger in November 1995 (the "Merger") of a Florida corporation known as
French Fragrances, Inc. ("FFI"), of which BCFC and certain officers and
directors and their affiliates of BCFC (collectively the "Schedule A
Persons") 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 BCFC and the Schedule A Persons
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 the
Schedule A Persons 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, BCFC and certain of the Schedule A Persons
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.
In July 1996, certain of the Schedule A Persons 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.
BCFC or the Schedule A Persons, 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 them 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.
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Except with respect to the potential transfer of certain securities of
the Company by Mr. Mauran to entities controlled by him, neither BCFC nor
any of the Schedule A Persons 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
In February 1997, BCFC gifted an aggregate of 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, one of the Schedule A Persons, 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 Schedule A
Persons, 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 Schedule A
Persons, 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
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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.
As of the date hereof, J. Murray Armitage, one of the Schedule A
Persons, 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.
Except as set forth herein, neither BCFC nor any of Schedule A Persons
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 BEDFORD CAPITAL FINANCIAL
CORPORATION
By: *
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Suzanne Black
Chief Financial Officer
By: * /s/ OSCAR E. MARINA
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Oscar E. Marina
Attorney-in-fact
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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)
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<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
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(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>
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